IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE THE UNITED STATES AS DEFINED UNDERREGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum (the “OfferingMemorandum”) following this notice, and you are therefore advised to read this carefully before reading, accessing or making any otheruse of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions,including any modifications to them, any time you receive any information from us as a result of such access.

The Offering Memorandum has been prepared in connection with the offer and sale of the securities described therein. The OfferingMemorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed byrecipients to any other person.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANYJURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE,REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OROTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES,EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAYNOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OFTHE OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THISDIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHERJURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOINGRESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIESDESCRIBED THEREIN.

Confirmation of Your Representation: In order to be eligible to view the Offering Memorandum or make an investment decision withrespect to the securities, you must comply with the following provisions. By accepting this e-mail and accessing the OfferingMemorandum, you shall be deemed to have represented to us, to Merrill Lynch (Asia Pacific) Limited, China CITIC Bank InternationalLimited, China International Capital Corporation Hong Kong Securities Limited, Credit Suisse (Hong Kong) Limited, Deutsche Bank AG,Singapore Branch, Guotai Junan Securities (Hong Kong) Limited, Haitong International Securities Company Limited, Morgan Stanley &Co. International plc, Oversea-Chinese Banking Corporation Limited and UBS AG Hong Kong Branch (the “Joint Global Coordinators,Joint Bookrunners and Joint Lead Managers”), that:

� you and any persons you represent are persons outside the United States (within the meaning of Regulation S under the SecuritiesAct) and, to the extent you purchase the securities, you will be doing so pursuant to Regulation S under the Securities Act;

� the e-mail address that you gave us and to which the Offering Memorandum has been delivered is not located in the United States(within the meaning of Regulation S under the Securities Act); and

� you consent to delivery of such Offering Memorandum by electronic transmission.

You are reminded that the Offering Memorandum has been delivered to you on the basis that you are a person into whose possession theOffering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located, and you maynot, nor are you authorized to, deliver the Offering Memorandum to any other person. The materials relating to the offering do notconstitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted bylaw. If a jurisdiction requires that the offering be made by a licensed broker or dealer, and any of the Joint Global Coordinators, JointBookrunners and Joint Lead Managers or their affiliates thereof is a licensed broker or dealer in that jurisdiction, the offering shall bedeemed to be made by such Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers or their affiliates, as applicable, onbehalf of the Company in such jurisdiction.

Under no circumstances shall the Offering Memorandum constitute an offer to sell or the solicitation of an offer to buy nor shall there beany sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

THIS DOCUMENT IS NOT A PROSPECTUS FOR THE PURPOSES OF THE EUROPEAN UNION’S REGULATION (EU) 2017/1129(AND ANY AMENDMENTS THERETO) (THE ‘‘EU PROSPECTUS REGULATION’’). THIS DOCUMENT HAS BEEN PREPARED ONTHE BASIS THAT ALL OFFERS OF THE SECURITIES MADE TO PERSONS IN THE EUROPEAN ECONOMIC AREA WILL BEMADE PURSUANT TO AN EXEMPTION UNDER THE EU PROSPECTUS REGULATION FROM THE REQUIREMENT TOPRODUCE A PROSPECTUS IN CONNECTION WITH OFFERS OF THE SECURITIES

PRIIPs Regulation/Prospectus Directive/Prohibition of sales to EEA and UK retail investors – The securities are not intended to beoffered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in theEuropean Economic Area (“EEA”) or in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (ormore) of: (i) a retail client as defined in point (11) of Article 4(11) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customerwithin the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would notqualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document requiredby Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the securities or otherwise making themavailable to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the securities or otherwise makingthem available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

MiFID product governance/Professional investors and ECPs only target market – Solely for the purposes of any EU manufacturer’sproduct approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market forthe securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution ofthe securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling orrecommending the securities (a “distributor”) should take into consideration the EU manufacturer’s target market assessment; however, adistributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the securities (by eitheradopting or refining the EU manufacturer’s target market assessment) and determining appropriate distribution channels.

The Offering Memorandum is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii)investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order2005 (the “Order”) or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it maylawfully be communicated (all such persons together being referred to as “Relevant Persons”). The securities are only available to, andany invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will be engaged in only with, RelevantPersons. Any person who is not a Relevant Person should not act or rely on the Offering Memorandum or any of its contents.

The Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium maybe altered or changed during the process of electronic transmission and consequently none of the Joint Global Coordinators, JointBookrunners and Joint Lead Managers or any of their directors, officers, employees or agents accepts any liability or responsibilitywhatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copyversion available to you on request from the Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers.

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Preliminary Offering Memorandum dated November 11, 2020 Strictly ConfidentialSubject to completion

(incorporated in the Cayman Islands with limited liability)

US$ % SENIOR NOTES DUE

ISSUE PRICE: %

The US$ % Senior Notes due of China Aoyuan Group Limited (the “Company,” “we” or “us”) will bearinterest from , 2020, at % per annum, payable semi-annually in arrear on and of each yearcommencing on , 2021. The Notes will mature on .

The Notes are senior obligations of the Company and are guaranteed (the “Subsidiary Guarantees”) by certain of its existing subsidiaries(the “Subsidiary Guarantors”) other than (i) those organized under the laws of the PRC and (ii) the Exempted Subsidiaries and certainother subsidiaries specified in the section entitled “Description of the Notes” in this offering memorandum. Under certain circumstancesand subject to certain conditions, a Subsidiary Guarantee required to be provided by a subsidiary of the Company may be replaced by alimited-recourse guarantee (a “JV Subsidiary Guarantee”). We refer to the subsidiaries providing a JV Subsidiary Guarantee as “JVSubsidiary Guarantors”. The Notes and the Subsidiary Guarantees will be secured by a pledge of the capital stock of all of the SubsidiaryGuarantors (other than Gold Lucky as defined in “Description of the Notes”) (the “Collateral”). The Collateral for the Notes will beshared pari passu and pro rata among holders of the Notes (“Noteholders”), certain of our existing lenders and holders of other notesissued by us and future Permitted Pari Passu Secured Indebtedness, if any, pursuant to the terms of the Intercreditor Agreement (asdefined in “Description of the Notes”) described under “Description of the Notes – Security – Intercreditor Agreement” in this offeringmemorandum.

At any time and from time to time on or after , , we may redeem the Notes, in whole or in part, at the redemptionprices set forth under “Description of the Notes – Optional Redemption”, plus accrued and unpaid interest, if any, on the Notes redeemedto (but not including) the applicable redemption date. At any time prior to , , we will be entitled at our option toredeem the Notes in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plusthe Applicable Premium (as defined in “Description of the Notes”) as of, and accrued and unpaid interest if any, to (but not including),the redemption date. At any time and from time to time prior to , , we may redeem up to 35% of the aggregateprincipal amount of the Notes, at a redemption price of % of their principal amount, plus accrued and unpaid interest, if any, ineach case, using the net cash proceeds from sales of certain kinds of capital stock.

Upon the occurrence of a Change of Control Triggering Event (as defined in “Description of the Notes”), we must make an offer torepurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, tothe date of repurchase.

The Notes will (i) rank at least pari passu in right of payment with all other unsecured, unsubordinated indebtedness of the Company(subject to priority rights under applicable law), (ii) be senior in right of payment to any existing and future obligations of the Companyexpressly subordinated in right of payment to the Notes, (iii) be effectively subordinated to the other secured obligations of the Company,the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any), to the extent of the assets serving as security therefore, and (iv) beeffectively subordinated to all existing and future obligations of our subsidiaries that are not Subsidiary Guarantors. However, applicablelaw may limit the enforceability of the Subsidiary Guarantees and the pledge of any Collateral. See “Risk Factors – Risks Relating to theSubsidiary Guarantees, the JV Subsidiary Guarantees and the Collateral” in this offering memorandum.

For a more detailed description of the Notes, see “Description of the Notes” beginning on page 228.

The Notes are expected to be rated “BB” by Fitch and “BB+” by Lianhe Global. We have been assigned a corporate credit rating of “BB”with a stable outlook by Fitch, “B1” with a positive outlook by Moody’s, “B+” with a positive outlook by S&P and “BB+” with a stableoutlook by Lianhe Global. These ratings do not constitute a recommendation to buy, sell or hold the Notes and may be subject tosuspension, reduction or withdrawal at any time by such rating agencies.

Investing in the Notes involves risks. See “Risk Factors” beginning on page 16.

Application will be made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing of and quotation for theNotes on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made oropinions expressed or reports contained herein. Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes onthe SGX-ST is not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors,their respective subsidiaries and associated companies or the Notes.

Pursuant to the Notice on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises（國家發展改革委關於推進企業發行外債備案登記制管理改革的通知）(the “NDRC Notice”) promulgated by National Development and ReformCommission (the “NDRC”) of the PRC on September 14, 2015 which came into effect on the same day, the Company has registered theissuance of the Notes with the NDRC and obtained a certificate from the NDRC dated September 7, 2020 evidencing such registration.Pursuant to the registration certificate, we will cause relevant information relating to the issue of the Bonds to be reported to the NDRCwithin 10 working days after the issue date of the Notes.

The Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) have not been and will not be registered under the UnitedStates Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States except pursuantto an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes, the SubsidiaryGuarantees and the JV Subsidiary Guarantees (if any) are being offered and sold only outside the United States in offshore transactions inreliance on Regulation S under the Securities Act. For a description of these and certain further restrictions on offers and sales of theNotes, including the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any), and the distribution of this offering memorandum,see “Plan of Distribution” and “Transfer Restrictions”.

The Notes will initially be represented by beneficial interests in a permanent global note (the “Global Note”) in registered form, withoutinterest coupons attached, which will be registered in the name of a nominee of, and shall be deposited on or about , 2020 witha common depositary for, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”).

Beneficial interests in the Global Note will be shown on, and transfers thereof will be effected only through, records maintained byEuroclear and Clearstream. Except as described herein, definitive certificates for Notes will not be issued in exchange for beneficialinterests in the Global Note.

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers(in alphabetical order)

BofA Securities China CITIC BankInternational

China International CapitalCorporation

Credit Suisse Deutsche Bank

Guotai Junan International Haitong International Morgan Stanley OCBC Bank UBS

The date of this offering memorandum is , 2020

TABLE OF CONTENTS

Page

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

THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA . . . . . . . . . . . . . . . . . . . . 72

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215

PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222

RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223

DESCRIPTION OF OTHER MATERIAL INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . 224

DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309

TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 315

RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317

INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

We accept full responsibility for the accuracy of the information contained in this offeringmemorandum and confirm, having made all reasonable enquiries, that to the best of our knowledge andbelief there are no other facts the omission of which would make any statement herein misleading.

This offering memorandum does not constitute an offer to sell or a solicitation of an offer to buyin any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in suchjurisdiction. Neither the delivery of this offering memorandum nor any sale made hereunder shall,under any circumstances, create any implication that there has been no change in our affairs since thedate of this offering memorandum or that the information contained in this offering memorandum iscorrect as of any time after that date.

– i –

ANY ONE OF THE INITIAL PURCHASERS APPOINTED AND ACTING IN THEIRCAPACITY AS STABILIZATION MANAGERS OR ANY PERSON ACTING FOR THEM, MAYPURCHASE AND SELL THE NOTES IN THE OPEN MARKET. THESE TRANSACTIONS MAY, TOTHE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, INCLUDE SHORTSALES, STABILIZING TRANSACTIONS AND PURCHASES TO COVER POSITIONS CREATEDBY SHORT SALES. THESE ACTIVITIES MAY STABILIZE, MAINTAIN OR OTHERWISE AFFECTTHE MARKET PRICE OF THE NOTES. AS A RESULT, THE PRICE OF THE NOTES MAY BEHIGHER THAN THE PRICE THAT OTHERWISE MIGHT EXIST IN THE OPEN MARKET. IFTHESE ACTIVITIES ARE COMMENCED, THEY MAY BE DISCONTINUED AT ANY TIME ANDMUST IN ANY EVENT BE BROUGHT TO AN END AFTER A LIMITED TIME. THESEACTIVITIES WILL BE UNDERTAKEN SOLELY FOR THE ACCOUNTS OF THE JOINT GLOBALCOORDINATORS, JOINT BOOKRUNNERS AND JOINT LEAD MANAGERS (AS DEFINEDHEREIN), AND NOT FOR OR ON BEHALF OF THE COMPANY.

We, having made all reasonable enquiries, confirm that: (i) this offering memorandum contains allinformation with respect to us and our subsidiaries referred to in this offering memorandum and theNotes, the Collateral, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) that ismaterial in the context of the issue and offering of the Notes; (ii) the statements contained in thisoffering memorandum relating to us and our subsidiaries are in every material respect true and accurateand not misleading; (iii) the opinions and intentions expressed in this offering memorandum with regardto us and our subsidiaries are honestly held, have been reached after considering all relevantcircumstances and are based on reasonable assumptions; (iv) there are no other facts in relation to usand our subsidiaries, the Notes, the Collateral, the Subsidiary Guarantees and the JV SubsidiaryGuarantees (if any), the omission of which would, in the context of the issue and offering of the Notes,make this offering memorandum, as a whole, misleading in any material respect; and (v) we have madeall reasonable enquiries to ascertain such facts and to verify the accuracy of all such information andstatements. We accept responsibility accordingly.

This offering memorandum is strictly confidential. We are providing it solely for the purpose ofenabling you to consider a purchase of the Notes. You should read this offering memorandum beforemaking a decision whether to purchase the Notes. You must not use this offering memorandum for anyother purpose, or disclose any information in this offering memorandum to any other person.

We have prepared this offering memorandum, and we are solely responsible for its contents. Youare responsible for making your own examination of us and your own assessment of the merits andrisks of investing in the Notes. By purchasing the Notes, you will be deemed to have acknowledgedthat you have made certain acknowledgements, representations and agreements as set forth under thesection headed “Transfer Restrictions”.

No representation or warranty, express or implied, is made by Merrill Lynch (Asia Pacific)Limited, China CITIC Bank International Limited, China International Capital Corporation Hong KongSecurities Limited, Credit Suisse (Hong Kong) Limited, Deutsche Bank AG, Singapore Branch, GuotaiJunan Securities (Hong Kong) Limited, Haitong International Securities Company Limited, MorganStanley & Co. International plc, Oversea-Chinese Banking Corporation Limited and UBS AG HongKong Branch (the “Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers”) or DBTrustees (Hong Kong) Limited (the “Trustee”) or the Registrar, the Collateral Agent and the PayingAgent (each as defined in “Description of the Notes”) or any of their respective affiliates or advisors asto the accuracy or completeness of the information set forth herein, and nothing contained in thisoffering memorandum is, or shall be relied upon as, a promise or representation, whether as to the pastor the future. The Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers, the Trustee,the Registrar, the Collateral Agent and the Paying Agent have not independently verified any of suchinformation and assume no responsibility for its accuracy or completeness.

Each person receiving this offering memorandum acknowledges that: (i) such person has beenafforded an opportunity to request from us and to review, and has received, all additional informationconsidered by it to be necessary to verify the accuracy of, or to supplement, the information containedherein; (ii) such person has not relied on the Joint Global Coordinators, Joint Bookrunners and JointLead Managers or the Trustee, the Registrar, the Collateral Agent and the Paying Agent or any personaffiliated with the Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers, the Trustee,

– ii –

the Registrar, the Collateral Agent and the Paying Agent or their respective advisors in connection withany investigation of the accuracy of such information or its investment decision; and (iii) no person hasbeen authorized to give any information or to make any representation concerning us and oursubsidiaries, the Notes, the Collateral or the Subsidiary Guarantees or the JV Subsidiary Guarantees (ifany) other than as contained herein, and if given or made, any such other information or representationshould not be relied upon as having been authorised by us, the Joint Global Coordinators, JointBookrunners and Joint Lead Managers, the Trustee, the Registrar, the Collateral Agent and the PayingAgent.

The Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) have not beenapproved or disapproved by the U.S. Securities and Exchange Commission, any state securitiescommission in the United States or any other U.S. regulatory authority, nor have any of the foregoingauthorities passed upon or endorsed the merits of the offering or the accuracy or adequacy of thisoffering memorandum. Any representation to the contrary is a criminal offense in the United States.

We are not, and the Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers arenot, making an offer to sell the Notes in any jurisdiction except where an offer or sale is permitted. Thedistribution of this offering memorandum and the offering of the Notes, including the Collateral, theSubsidiary Guarantees and the JV Subsidiary Guarantees (if any), may in certain jurisdictions berestricted by law. Persons into whose possession this offering memorandum comes are required by usand the Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers to inform themselvesabout and to observe any such restrictions. No action is being taken to permit a public offering of theNotes or the distribution of this offering memorandum in any jurisdiction where action would berequired for such purposes. There are restrictions on the offer and sale of the Notes and the circulationof documents relating thereto in certain jurisdictions, including the United States, the United Kingdom,Australia, the European Economic Area, Hong Kong and Singapore, and to persons connectedtherewith. For a description of the restrictions on offers, sales and resales of the Notes, including theSubsidiary Guarantees and the JV Subsidiary Guarantees (if any), and distribution of this offeringmemorandum, see the sections headed “Plan of Distribution” and “Transfer Restrictions”.

This offering memorandum is not a prospectus for the purposes of the European Union’sRegulation (EU) 2017/1129 (the ‘‘EU Prospectus Regulation’’). This offering memorandum has beenprepared on the basis that all offers of the Notes made to persons in the European Economic Area willbe made pursuant to an exemption under the EU Prospectus Regulation from the requirement toproduce a prospectus in connection with offers of the Notes.

PRIIPs Regulation/Prospectus Directive/Prohibition of sales to EEA and UK retail investors – Thesecurities are not intended to be offered, sold or otherwise made available to and should not be offered,sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or inthe United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more)of: (i) a retail client as defined in point (11) of Article 4(11) of Directive 2014/65/EU (as amended,“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the“Insurance Distribution Directive”), where that customer would not qualify as a professional client asdefined in point (10) of Article 4(1) of MiFID II. Consequently no key information document requiredby Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling thesecurities or otherwise making them available to retail investors in the EEA or in the UK has beenprepared and therefore offering or selling the securities or otherwise making them available to anyretail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

MiFID II product governance/Professional investors and ECPs only target market – Solelyfor the purposes of any EU manufacturer’s product approval process, the target market assessment inrespect of the securities has led to the conclusion that: (i) the target market for the securities is eligiblecounterparties and professional clients only, each as defined in MiFID II; and (ii) all channels fordistribution of the securities to eligible counterparties and professional clients are appropriate. Anyperson subsequently offering, selling or recommending the securities (a “distributor”) should take intoconsideration the EU manufacturer’s target market assessment; however, a distributor subject to MiFIDII is responsible for undertaking its own target market assessment in respect of the securities (by eitheradopting or refining the EU manufacturer’s target market assessment) and determining appropriatedistribution channels.

– iii –

Singapore SFA Product Classification – In connection with Section 309B of the Securities andFutures Act (Chapter 289) of Singapore (the “SFA”) and the Securities and Futures (Capital MarketsProducts) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Company has determined,and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and ExcludedInvestment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of InvestmentProducts and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

This offering memorandum summarizes certain material documents and other information, and werefer you to them for a more complete understanding of what we discuss in this offering memorandum.In making an investment decision, you must rely on your own examination of us and the terms of theoffering, including the merits and risks involved. We are not making any representation to youregarding the legality of an investment in the Notes by you under any legal, investment or similar lawsor regulations. You should not consider any information in this offering memorandum to be legal,business or tax advice. You should consult your own attorney, business advisor and tax advisor forlegal, business and tax advice regarding an investment in the Notes.

We reserve the right to withdraw the offering of the Notes at any time, and the Joint GlobalCoordinators, Joint Bookrunners and Joint Lead Managers reserve the right to reject any commitment tosubscribe for the Notes in whole or in part and to allot to any prospective purchaser less than the fullamount of the Notes sought by such purchaser. The Joint Global Coordinators, Joint Bookrunners andJoint Lead Managers and certain related entities may acquire for their own account a portion of theNotes.

Our consolidated financial statements as at and for each of the fiscal years ended December 31,2017, 2018 and 2019, each of which are included in this offering memorandum, have been prepared andpresented in accordance with International Financial Reporting Standards (“IFRS”).

Our unaudited condensed consolidated financial statements as at and for the six months endedJune 30, 2020 included in this offering memorandum have been reviewed by Deloitte Touche Tohmatsu,certified public accountants, as stated in their report appearing herein.

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CERTAIN DEFINITIONS, CONVENTIONS ANDCURRENCY PRESENTATION

We have prepared this offering memorandum using a number of conventions which you shouldconsider when reading the information contained herein. When we use the terms “we”, “us”, “our”, the“Company”, the “Group” and words of similar import, we are referring to China Aoyuan Group Limiteditself, or to China Aoyuan Group Limited and its consolidated subsidiaries, as the context requires.

This offering memorandum summarizes certain documents and other information, and you shouldrefer to them for a more complete understanding of what is discussed in those documents. In making aninvestment decision, each investor must rely on its own examination of us and the terms of the offeringand the Notes, including the merits and risks involved.

In this offering memorandum, all references to “US$” and “U.S. dollars” are to United Statesdollars, the official currency of the United States of America (the “United States” or “U.S.”); allreferences to “HK$” and “H.K. dollars” are to Hong Kong dollars, the official currency of the HongKong Special Administrative Region of the People’s Republic of China (“Hong Kong” or “HK”); allreferences to “AUD” are to Australian dollars, the official currency of the Commonwealth of Australia;all references to “RMB” or “Renminbi” are to Renminbi, the official currency of the People’s Republicof China (the “PRC”); and all references to “S$” are to Singapore dollars, the official currency ofSingapore.

Solely for your convenience, this offering memorandum contains translations of certain HongKong dollars into U.S. dollars at specified rates. Unless we indicate otherwise, the translations of HongKong dollars into U.S. dollars and Renminbi into U.S. dollars have been made at the rates ofHK$7.7501 to US$1.00 and RMB7.0651 to US$1.00, respectively, the exchange rates set forth in theH.10 statistical release of the Federal Reserve Board on June 30, 2020. Further information onexchange rates is set forth in “Exchange Rate Information”. No representation is made that any HongKong dollar amounts could be converted into any U.S. dollar amounts, at the rates indicated or at all.

References to the “PRC” and “China”, for the purposes of this offering memorandum, exceptwhere the context requires, do not include Hong Kong, the Macao Special Administrative Region of thePeople’s Republic of China (“Macao”), or Taiwan. References to the “PRC government” or “State”mean the central government of the PRC, including all political subdivisions (including provincial,municipal and other regional or local governmental entities) and instrumentalities thereof, or, where thecontext requires, any of them.

References to “2014 Notes” are to the US$300,000,000 11.25% Senior Notes due 2019 issued bythe Company on January 17, 2014, which have been fully redeemed on September 28, 2017; referencesto “April 2015 Private Placement Notes” are to the US$100,000,000 9.25% Senior Notes due 2018issued by the Company on April 1, 2015, which have been fully redeemed on May 31, 2016; referencesto the “2015 Notes” are to the US$250,000,000 10.875% Senior Notes due 2018 issued by theCompany on May 18, 2015 which have been fully redeemed; references to the “2015 Listed CorporateBonds” are to the RMB2,400,000,000 5.8 % Bonds due 2018 issued by Aoyuan Group Co. Ltd. on July31, 2015; references to the “2015 Private Corporate Bonds” are to the RMB1,500,000,000 7.8% Bondsdue 2018 issued by Aoyuan Group Co. Ltd. on October 21, 2015; references to the “2016 PrivateCorporate Bonds” are to the RMB500,000,000 7.9% Bonds due 2020 issued by Aoyuan Group Co. Ltd.on February 4, 2016 and RMB1,500,000,000 5.88% Bonds due 2019 issued by Aoyuan Group Co. Ltd.on October 14, 2016; references to the “April 2016 Notes” are to the US$250,000,000 6.525% SeniorNotes due 2019 issued by the Company on April 25, 2016; references to the “January 2017 Notes” areto the US$250,000,000 6.35% Senior Notes due 2020 issued by the Company on January 11, 2017 andthe Additional January 2017 Notes (defined below); references to the “September 2017 Notes” are tothe US$250,000,000 5.375% Senior Notes due 2022 issued by the Company on September 13, 2017;references to the “May 2018 Notes” are to the US$200,000,000 7.50% Senior Notes due 2021 issued bythe Company on May 10, 2018 and the additional US$225,000,000 7.50% Senior Notes due 2021issued by the Company on June 19, 2018; references to the “Additional January 2017 Notes” are to theUS$175,000,000 6.35% Senior Notes due 2020 issued by the Company on August 2, 2018 which havebeen consolidated and formed a single series with the January 2017 Notes originally issued; references

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to the “September 2018 USD Notes” are to the US$225,000,000 7.95% Senior Notes due 2021 issuedby the Company on September 7, 2018 and the additional US$275,000,000 7.95% Senior Notes due2021 issued by the Company on January 10, 2019 both of which have been consolidated and formed asingle series of senior notes; references to the “September 2018 SGD Notes” are to the Singaporedollars denominated S$100,000,000 7.15% Senior Notes due 2021 issued by the Company onSeptember 7, 2018; references to the “January 2019 USD Notes” are to the US$500,000,000 8.50%Senior Notes due 2022 issued by the Company on January 23, 2019; references to the “February 2019USD Notes” are to the US$225,000,000 7.95% Senior Notes due 2023 issued by the Company onFebruary 19, 2019 and consolidated with the Additional February 2019 USD Notes (as defined below);references to the “June 2019 USD Notes” are to the US$200,000,000 7.35% Senior Notes due 2023issued by the Company on June 21, 2019; references to the “Additional February 2019 USD Notes” areto the US$250,000,000 7.95% Senior Notes due 2023 which has been consolidated and formed a singleseries with the February 2019 USD Notes; references to the �2019 Domestic Bonds� are to the RMB1.5billion 6.8% Domestic Bonds due 2023 issued by the Company in September 2019; references to the“February 2020 USD Notes” are to the US$188,000,000 4.8% Senior Notes due 2021 issued by theCompany on February 17, 2020; references to the “March 2020 Domestic Bonds” are to the RMB2.54billion 5.5% Domestic Bonds due 2025 issued by Aoyuan Corporation (Group) Limited in March 2020;references to the “July 2020 USD Notes” are to the US$460,000,000 6.35% Senior Notes due 2024issued by the Company on July 2, 2020; references to the “August 2020 Domestic Bonds” are to theRMB1.18 billion 5.65% Domestic Bonds due 2025 issued by Aoyuan Corporation (Group) Limited inAugust 2020; and references to the “September 2020 USD Notes” are to the US$350,000,000 6.20%Senior Notes due 2026 issued by the Company on September 24, 2020.

References to “Lianhe Global” are to Lianhe Ratings Global Limited.

Totals presented in this offering memorandum may not be equal to the sums of relevant numbers,because of rounding of numbers.

Market data and certain industry forecasts and statistics in this offering memorandum have beenobtained from both public and private sources, including market research, publicly available informationand industry publications. Although we believe this information to be reliable, it has not beenindependently verified by us or the Joint Global Coordinators, Joint Bookrunners and Joint LeadManagers, the Trustee, the Registrar, the Collateral Agent, the Paying Agent or our or their respectivedirectors and advisors, and neither we, the Joint Global Coordinators, Joint Bookrunners and Joint LeadManagers, the Trustee, the Registrar, the Collateral Agent, the Paying Agent nor our or their respectivedirectors and advisors make any representation as to the accuracy or completeness of that information.In addition, third-party information providers may have obtained information from market participantsand such information may not have been independently verified.

The statistics set forth in this offering memorandum relating to China and the industry in whichwe operate were taken or derived from various government and private publications. Neither we, theJoint Global Coordinators, Joint Bookrunners and Joint Lead Managers, the Trustee, the Registrar, theCollateral Agent nor the Paying Agent make any representation as to the accuracy of such statistics,which may not be consistent with other information compiled within or outside the PRC. Due topossible inconsistent collection methods and other reasons, the statistics herein may be inaccurate andshould not be unduly relied upon.

The English names of the PRC nationals, entities, departments, facilities, laws, regulations,certificates, titles and the like are translations of their Chinese names and are included for identificationpurposes only. In the event of any inconsistency, the Chinese names prevail.

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FORWARD-LOOKING STATEMENTS

This offering memorandum includes “forward-looking statements”. All statements other thanstatements of historical fact contained in this offering memorandum, including, without limitation, thoseregarding our future financial position and results of operations, strategies, plans, objectives, goals andtargets, future developments in the markets in which we participate or are seeking to participate in, andany statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”,“will”, “would”, “may”, “anticipate”, “seek”, “should”, “estimate” or similar expressions or thenegative thereof are forward-looking statements. These forward-looking statements involve known andunknown risks, uncertainties and other factors, some of which are beyond our control, which may causeour actual results, performance or achievements, or industry results, to be materially different from anyfuture results, performance or achievements expressed or implied by the forward-looking statements.These forward-looking statements are based on numerous assumptions regarding our present and futurebusiness strategies and the environment in which we will operate in the future. Important factors thatcould cause our actual results, performance or achievements to differ materially from those in theforward-looking statements include, among others, the following:

� our business and operating strategies;

� various property development plans and business opportunities that we may pursue;

� our financial condition and results of operations and operations and business prospects;

� availability and terms of bank loans and other forms of financing;

� the industry outlook generally;

� our ability to execute plans for our development projects;

� our dividend policy;

� the performance and future developments of the property market in Guangdong province andother areas of the PRC in which we engage in property development;

� changes in political, economic, legal and social conditions in the PRC, including the PRCgovernment’s specific policies which affect land supply, availability and cost of financing,and pre-sale, pricing and volume of our property developments;

� the timely repayments by purchasers of mortgage loans guaranteed by us;

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

� the performance of the obligations and commitments of our joint venture partners underexisting and future joint venture agreements;

� the performance of the obligations and undertakings of the independent contractors undervarious construction, building, interior decoration and installation contracts;

� changes in currency exchange rates;

� significant delay in obtaining the land use rights, proper legal titles or government approvalsfor our properties under development or held for future development; and

� other factors beyond our control.

Additional factors that could cause actual results, performance or achievements to differ materiallyinclude, but are not limited to, those discussed under “Risk Factors” and elsewhere in this offeringmemorandum. We caution you not to place undue reliance on these forward-looking statements which

– vii –

reflect our management’s view only as at the date of this offering memorandum. We undertake noobligation to update or revise any forward-looking statements, whether as a result of new information,future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-lookingevents discussed in this offering memorandum may not occur.

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ENFORCEMENT OF CIVIL LIABILITIES

We are an exempted company incorporated in the Cayman Islands with limited liability, and eachSubsidiary Guarantor is also incorporated or may be incorporated, as the case may be, outside theUnited States, such as in the Cayman Islands, the British Virgin Islands and Hong Kong. The CaymanIslands, the British Virgin Islands, Hong Kong and other jurisdictions have different bodies of securitieslaws to that of the United States and protections for investors may differ.

All of our assets and all of the assets of the Subsidiary Guarantors are located outside the UnitedStates. In addition, all of our directors and officers and the Subsidiary Guarantors’ directors andofficers are nationals or residents of countries other than the United States (principally of the PRC orHong Kong), and all or a substantial portion of such persons’ assets are located outside the UnitedStates. As a result, it may be difficult for investors to effect service of process within the United Statesupon us, any of the Subsidiary Guarantors or such directors and officers or to enforce against us or anyof the Subsidiary Guarantors or such directors and officers judgments obtained in United States courts,including judgments predicated upon the civil liability provisions of the securities laws of the UnitedStates or any state thereof.

We have been advised by our Cayman Islands legal advisor, Conyers Dill & Pearman, that thecourts of the Cayman Islands would recognize, as a valid judgment, a final and conclusive judgment inpersonam obtained in the United States courts against us under which a sum of money is payable (otherthan a sum of money payable in respect of multiple damages, taxes or other charges of a like nature orin respect of a fine or other penalty) or, in certain circumstances, an in personam judgment fornon-monetary relief, and would give a judgment based thereon, provided that: (a) such courts hadproper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene therules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) theenforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) nonew admissible evidence relevant to the action is submitted prior to the rendering of the judgment bythe courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under thelaws of the Cayman Islands.

We have been advised by our British Virgin Islands legal advisor, Conyers Dill & Pearman, thatthe courts of the British Virgin Islands would recognize, as a valid judgment, a final and conclusivejudgment in personam obtained in the United States courts against us under which a sum of money ispayable (other than a sum of money payable in respect of multiple damages, taxes or other charges of alike nature or in respect of a fine or other penalty) and would give a judgment based thereon, providedthat: (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courtsdid not contravene the rules of natural justice of the British Virgin Islands; (c) such judgment was notobtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy ofthe British Virgin Islands; (e) no new admissible evidence relevant to the action is submitted prior tothe rendering of the judgment by the courts of the British Virgin Islands; and (f) there is duecompliance with the correct procedures under the laws of the British Virgin Islands.

We have been advised by Linklaters, our Hong Kong legal advisor, that Hong Kong has noarrangement for the reciprocal enforcement of judgments with the United States. However, under HongKong common law, a foreign judgment (including one from a court in the United States predicatedupon U.S. federal or state securities laws) may be enforced in Hong Kong by bringing an action in aHong Kong court, and then seeking summary or default judgment on the strength of the foreignjudgment, provided that the foreign judgment is for a debt or definite sum of money and is final andconclusive on the merits. In addition, the Hong Kong courts may refuse to recognize or enforce aforeign judgment if such judgment:

(a) was obtained by fraud;

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

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

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(d) is for penal damages; or

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

We have also been advised by our PRC legal advisor, (Guangxin Junda) ETR Law Firm, that thereis uncertainty as to whether the courts of China would (i) enforce judgments of U.S. courts obtainedagainst us, our directors or officers, any Subsidiary Guarantor or its directors or officers predicatedupon the civil liability provisions of the U.S. federal or state securities laws or (ii) entertain originalactions brought in China against us, our directors or officers, any Subsidiary Guarantor or its directorsor officers predicated upon the U.S. federal or state securities laws.

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GLOSSARY OF TECHNICAL TERMS

“commodity properties” . . . . . . . . . residential properties, commercial properties and other buildingsthat are developed by property developers for the purposes ofsale or lease after their completion.

“GFA” . . . . . . . . . . . . . . . . . . . . . gross floor area.

“land grant contract” . . . . . . . . . . . an agreement between a property developer and a PRC landauthority in respect of the grant of the state-owned land userights of a parcel of land to such property developer.

“land use rights certificate” . . . . . . certificate issued by a local real estate and land resources bureauwith respect to the land use rights.

“LAT” . . . . . . . . . . . . . . . . . . . . . land appreciation tax.

“pre-sale” . . . . . . . . . . . . . . . . . . . sales of properties prior to the completion of their construction,after the satisfaction of certain conditions under PRC laws andregulations.

“sq.m.” . . . . . . . . . . . . . . . . . . . . . square meters.

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SUMMARY

This summary does not contain all the information that may be important to you in deciding toinvest in the Notes. You should read the entire offering memorandum, including the section entitled“Risk Factors” and the financial statements and related notes thereto, before making an investmentdecision.

Overview

We are one of the leading property developers in China and have been developing residentialprojects for over two decades. Our strategy is to develop composite real estate, incorporating livingconcept themes of sports, health culture, tourism and senior care into our projects. Our primarybusiness focus has been the development and sale of residential properties and, in recent years, we havebeen focusing on the strategy of developing commercial and residential properties in parallel. Ourprojects typically comprise various types of developments, including low-density residentials, apartmentbuildings, high-rise residentials, retail shops, restaurants and auxiliary facilities. Our target market isthe relatively affluent middle to upper-middle class and aspirational younger generation who pursue ahealthy and wholesome lifestyle. We focus on developing projects located in Guangdong-HongKong-Macao Greater Bay Area and its city clusters, and in South China, East China, core regions ofCentral and Western China as well as the Bohai Rim.

As at June 30, 2020, we had a total of approximately 317 projects at various stages ofdevelopment, 112 of which were located in Guangdong province and 191 of which were located outsideGuangdong province in Chongqing, Hunan province, Jiangxi province, Liaoning province, Guangxiprovince, Jiangsu province, Zhejiang province, Anhui province, Sichuan province, Hubei province,Beijing, Fujian province, Shandong province, Guizhou province, Shaanxi province, Yunnan province,Henan province, Tianjin, Hebei province, Hainan province, Hong Kong, Macao and overseas, includingnine in Sydney, Australia and five in Vancouver and Toronto, Canada. As at June 30, 2020, our landbank had a total planned GFA of approximately 48.74 million sq.m., of which approximately 40% waslocated in South China, 27% was located in the core regions of Central and Western China, 18% waslocated in East China, 11% was located in the Bohai Rim, and the remaining 4% was located offshore.As at June 30, 2020, our land bank comprised approximately 5.13 million sq.m. of completedproperties, approximately 24.40 million sq.m. of property under development and approximately 19.21million sq.m. of properties held for future development.

We generally acquire land parcels of sufficient size to enable us to build large-scale propertydevelopments and, as a result, our projects are typically developed in a number of phases. We believethis enables us to manage our capital resources more efficiently and allows us to maximize the averageselling price for properties as our projects mature.

We believe our brand name “Aoyuan” is a well-known brand in Guangdong province, which wehave begun to market in other regions in China. Our success in the past two decades has helped us todevelop our strong brand name in China, which we believe is now synonymous with our high-qualityresidential developments. Our brand name had its origin from the name “奧林匹克花園” (“OlympicGarden”). We believe our brand name encapsulates our management’s vision of creating high-qualityresidential developments, and our ability to provide a better and healthier lifestyle for our customersthrough thoughtful project planning, design and development. We aim to differentiate our projectdevelopments from those of our competitors by using, among other things, the natural attributes of aparticular site and the features of the surrounding areas to create a unique and healthy livingenvironment for our customers.

Our Company was listed on HKSE on October 9, 2007 and the Company’s shares are listed underthe stock code 3883.

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For the years ended December 31, 2017 and 2018 and 2019 and for the six months ended June30, 2019 and 2020, our revenue was RMB19,115.3 million, RMB31,005.8 million, RMB50,531.2million, RMB23,669.7 million and RMB28,243.0 million, respectively. Our profit attributable to ourequity holders in 2017, 2018 and 2019 and for the six months ended June 30, 2019 and 2020 wasRMB1,639.9 million, RMB2,408.9 million, RMB4,200.8 million, RMB2,271.9 million and RMB2,416.1million, respectively. In 2017, 2018, and 2019 and for the six months ended June 30, 2019 and 2020,our unaudited contracted sales amounted to approximately RMB45,590.0 million, RMB91,280.0 million,RMB118.06 billion, RMB53.63 billion and RMB50.87 billion, respectively.

Recent Developments

The Recent Coronavirus Epidemic Outbreak

Since December 2019, there has been a global outbreak of a novel coronavirus named COVID-19.COVID-19 is highly infectious and has resulted in a significant number of hospitalizations and deathsin the PRC and many other countries. To contain the spread of COVID-19, the Chinese governmentinstituted a series of measures, including business closures, travel restrictions, quarantines, lockdowns,limitations on public gatherings and the suspension of major events. Other governments have takensimilar measures concurrently. The COVID-19 outbreak has led to a significant decline in travel andbusiness activities in the PRC and worldwide. The COVID-19 outbreak poses risks to our businessoperation and financial condition. Since April 2020, China and some other countries have graduallylifted stay-at-home orders and began to resume work and reopen schools at varying levels and scopes.Although we experienced delays in our construction progress and decreased sales in the initial monthsof 2020 as a result of the COVID-19 outbreak, with the full resumption of work and production at oursales offices and construction sites in late March and early April, our monthly sales have since shown asteady upward trend. For the ten months from January to October 2020, our accumulated unauditedproperty contracted sales was approximately RMB98.51 billion in total, representing an increase of 11%compared with the corresponding period in 2019. However, given the uncertainties as to thedevelopment of the outbreak at the moment, it is difficult to predict how long these conditions willpersist and to what extent we may be affected. See “Risk Factors — Risks Relating to Our Business —The national and regional economies in China and our prospects may be adversely affected by naturaldisasters, acts of God, and occurrence of epidemics.” We will continue to stay vigilant and monitor thedevelopment of COVID-19 and ascertain its impact on our business, financial position and operatingresults, in order to make timely responses as appropriate.

Acquisition in relation to Kinghand Industrial Investment Group Co., Ltd.

On May 15, 2020 (after trading hours), Kinghand Holdings Group Co., Ltd.（京漢控股集團有限公司）(“Kinghand Holdings”), Mr. Tian Han（田漢）and Shenzhen Aoyuan Kexing Investment CompanyLimited（深圳奧園科星投資有限公司）(“Aoyuan Kexing”), an indirect wholly-owned subsidiary of theCompany, entered into a formal share transfer agreement, pursuant to which Aoyuan Kexing hasconditionally agreed to acquire and Kinghand Holdings has conditionally agreed to sell 229,231,817shares of Kinghand Industrial Investment Group Co., Ltd.（京漢實業投資集團股份有限公司）, a companyestablished under the laws of the PRC, the shares of which are listed on the Shenzhen Stock Exchange(stock code: 000615) (the “Kinghand Industrial Investment”), representing approximately 29.30% of theshare capital which is equivalent to approximately 29.99% of the issued shares with voting rights ofKinghand Industrial Investment, at a consideration of approximately RMB1,160 million. On July 21,2020 all the conditions precedent under the formal share transfer agreement were fulfilled and theacquisition was completed.

Issuance of the July 2020 USD Notes

On July 2, 2020, we issued 6.35% senior notes due 2024 in an aggregate principal amount ofUS$460 million.

Redemption of onshore corporate bonds

In July 2020, we fully redeemed approximately RMB2.1 billion onshore corporate bonds.

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Acquisition in relation to Chengdu Tongwei Industries Co., Ltd.

On July 10, 2020 (after trading hours), Tongwei Industries (Tibet) Co., Ltd.（通威實業（西藏）有限公司）(“Tongwei Industries”), our wholly-owned subsidiary, Chengdu Yihua Property Co., Ltd.（成都宜華置業有限公司）(“Chengdu Yihua”), and each of Tongwei Group Co., Ltd.（通威集團有限公司）andGuangdong Aoyuan Commercial Real Estate Group Co., Ltd.（廣東奧園商業地產集團有限公司）enteredinto an equity transfer agreement, pursuant to which the Chengdu Yihua has agreed to acquire and theTongwei Industries has agreed to sell 98% equity interests in Chengdu Tongwei Industries Co., Ltd.（成都通威實業有限公司）(the “Chengdu Tongwei Industries”) and partial debt of Chengdu TongweiIndustries at a consideration of RMB1,936,265,300. Upon completion of the acquisition, ChengduTongwei Industries will become our indirect wholly-owned subsidiary and its financial results will beconsolidated into our consolidated financial statements.

Issuance of the August 2020 Domestic Bonds

In August 2020, we issued 5.65% domestic bonds due 2025 in an aggregate principal amount ofRMB1.18 billion.

Additional Loan Facilities

On August 6, 2020, we entered into a term loan facility with The Bank of East Asia, Limited,pursuant to which a term loan facility of up to HK$420 million was granted to us for the financing orrefinancing of the interest payments of our offshore indebtedness. See “Description of Other MaterialIndebtedness” for further details.

Issuance of the September 2020 USD Notes

On September 24, 2020, we issued 6.20% senior notes due 2026 in an aggregate principal amountof US$350 million.

Our Competitive Strengths

� Low-cost land reserves at strategic locations

� Large-scale, multi-phase projects

� Leading position in Guangdong province and a well-recognized brand

� Increasing geographic and product diversification

� Systematic and streamlined operation procedure

� Centralized and sales-driven marketing team

� Experienced and dedicated management team with extensive experience in the PRC realestate industry

Our Business Strategies

� Leverage our property development experience and established presence in Guangdongprovince and prudently expand into strategically selected high-growth cities and regionsacross China as well as Sydney, Australia and Vancouver and Toronto, Canada

� Focus on development of commercial and residential properties in parallel

� Continue to further enhance our brand name recognition and our “building a healthylifestyle” development philosophy

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� Continue to focus on property development for sale while broadening recurring income

� Continue to build up a sustainable land reserve at attractive costs

� Shorten the property development and sales cycle while maintaining high standards ofproject planning, product quality and customer satisfaction

� Adhere to prudent financial management to ensure stable and balanced growth and capitalsufficiency

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THE OFFERING

The following is a brief summary of the terms of the offering and is qualified in its entirety by theremainder of this offering memorandum. Phrases used in this summary and not otherwise defined shallhave the meanings given to them in “Description of the Notes”.

Issuer . . . . . . . . . . . . . . . . . . . . . . China Aoyuan Group Limited.

Notes Offered . . . . . . . . . . . . . . . . US$ aggregate principal amount of % SeniorNotes due (the “Notes”).

Offering Price . . . . . . . . . . . . . . . . % of the principal amount of the Notes.

Maturity Date . . . . . . . . . . . . . . . . , .

Interest . . . . . . . . . . . . . . . . . . . . . The Notes will bear interest from (and including) , 2020at the rate of % per annum, payable semi-annually inarrear on and , commencing on , 2021.

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

� are general obligations of the Company;

� are senior in right of payment to any future obligations ofthe Company expressly subordinated in right of payment tothe Notes;

� rank and will rank at least pari passu in right of paymentwith all other unsecured, unsubordinated Indebtedness ofthe Company (subject to any priority rights of suchunsecured, unsubordinated Indebtedness pursuant toapplicable law);

� are guaranteed by the Subsidiary Guarantors and the JVSubsidiary Guarantors (if any) on a senior basis, subject tothe limitations described in “Description of the Notes –The Subsidiary Guarantees and JV Subsidiary Guarantees”,“Description of the Notes – Replacement of SubsidiaryGuarantees with JV Subsidiary Guarantees” and in “RiskFactors – Risks Relating to the Subsidiary Guarantees, theJV Subsidiary Guarantees and the Collateral”;

� are effectively subordinated to the other securedobligations of the Company, the Subsidiary Guarantors andthe JV Subsidiary Guarantors (if any), to the extent of thevalue of the assets serving as security therefor; and

� are effectively subordinated to all existing and futureobligations of the Non-Guarantor Subsidiaries.

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As a result of the pledge of the Collateral by the Company andthe Subsidiary Guarantor Pledgors as described below under“Security to be Granted”, subject to the limitations described in“Risk Factors – Risks Relating to the Subsidiary Guarantees, theJV Subsidiary Guarantees and the Collateral” and in“Description of the Notes – Security”, the Notes will:

� be entitled to a first priority lien on all of the Collateral(subject to Permitted Liens and the IntercreditorAgreement) which will be shared on a pari passu and prorata basis with the Existing Creditors pursuant to the termsof the intercreditor agreement dated November 23, 2012(as such may be amended, modified or supplemented fromtime to time, the “Intercreditor Agreement”); and

� rank effectively senior in right of payment to unsecuredobligations of the Company and the Subsidiary GuarantorPledgors with respect to the value of the Collateral pledgedby the Company and the Subsidiary Guarantor Pledgorssecuring the Notes (subject to any priority rights of suchunsecured obligations pursuant to applicable law).

Subsidiary Guarantees . . . . . . . . . . Each of the Subsidiary Guarantors will jointly and severallyguarantee the due and punctual payment of the principal of,premium, if any, and interest on, and all other amounts payableunder, the Notes. The Subsidiary Guarantors do not havesignificant operations or assets. The Subsidiary Guarantors willconsist of all of the Restricted Subsidiaries other than theRestricted Subsidiaries organized under the laws of the PRC onthe Original Issue Date and the Non-Guarantor Subsidiaries.

A Subsidiary Guarantee given by a Subsidiary Guarantor and aJV Subsidiary Guarantee given by a JV Subsidiary Guarantor, ifany, may be released in certain circumstances. See “Descriptionof the Notes – Release of the Subsidiary Guarantees and the JVSubsidiary Guarantees”.

Any future Restricted Subsidiary (other than a Subsidiaryorganized under the laws of the PRC or the ExemptedSubsidiaries) will provide a Subsidiary Guarantee or JVSubsidiary Guarantee promptly (and in any event within 30days) upon becoming a Restricted Subsidiary or ceasing to be anExempted Subsidiary. Notwithstanding the foregoing sentencewith respect to the Company’s future Restricted Subsidiaries, theCompany may elect to have any future Restricted Subsidiary(and its Restricted Subsidiaries) organized outside the PRC notto provide a Subsidiary Guarantee at the time such entitybecomes a Restricted Subsidiary so long as such RestrictedSubsidiary does not guarantee any other Indebtedness of theCompany or any other Restricted Subsidiary, provided that, aftergiving effect to the Consolidated Assets of such RestrictedSubsidiary, the Consolidated Assets of all Restricted Subsidiariesorganized outside the PRC that are not Subsidiary Guarantors(other than Exempted Subsidiaries and Listed subsidiaries) donot account for more than 25% of the Total Assets of theCompany.

– 6 –

Ranking of Subsidiary Guarantees . The Subsidiary Guarantee of each Subsidiary Guarantor:

� is a general obligation of such Subsidiary Guarantor;

� is senior in right of payment to all future obligations ofsuch Subsidiary Guarantor expressly subordinated in rightof payment to such Subsidiary Guarantee;

� is effectively subordinated to secured obligations of suchSubsidiary Guarantor, to the extent of the value of theassets serving as security therefor; and

� ranks and will rank at least pari passu with all otherunsecured, unsubordinated Indebtedness of such SubsidiaryGuarantor (subject to any priority rights of such unsecured,unsubordinated Indebtedness pursuant to applicable law).

After the pledge of the Collateral by the Company and theSubsidiary Guarantor Pledgors as described below under thecaption “Security to be Granted”, subject to the limitationsdescribed in “Risk Factors – Risks Relating to the SubsidiaryGuarantees, the JV Subsidiary Guarantees and the Collateral”and in “Description of the Notes – Security”, the SubsidiaryGuarantee of each Subsidiary Guarantor Pledgor:

� will be entitled to a first ranking security interest in theCollateral pledged by such Subsidiary Guarantor Pledgor(subject to any Permitted Liens and the IntercreditorAgreement) that is shared on a pari passu and pro ratabasis with the Existing Creditors pursuant to the terms ofthe Intercreditor Agreement; and

� will rank effectively senior in right of payment to theunsecured obligations of such Subsidiary GuarantorPledgor with respect to the value of the Collateral securingsuch Subsidiary Guarantee (subject to any priority rights ofsuch unsecured obligations pursuant to applicable law).

JV Subsidiary Guarantees. . . . . . . . A JV Subsidiary Guarantee instead of a Subsidiary Guaranteemay be provided by a Subsidiary Guarantor following (i) a saleor issuance by the Company or any of its Restricted Subsidiariesof Capital Stock in such Subsidiary Guarantor, where such saleor issuance is for no less than 20% of the issued Capital Stockof such Subsidiary Guarantor or (ii) a purchase by the Companyor any of its Restricted Subsidiaries of a future RestrictedSubsidiary. No JV Subsidiary Guarantee exists as of the OriginalIssue Date.

– 7 –

If any is provided, the JV Subsidiary Guarantee of each JVSubsidiary Guarantor:

� will be a general obligation of such JV SubsidiaryGuarantor;

� will be enforceable only up to the JV Entitlement Amount;

� will be effectively subordinated to secured obligations ofsuch JV Subsidiary Guarantor, to the extent of the value ofthe assets serving as security therefor;

� will be limited to the JV Entitlement Amount, and will besenior in right of payment to all future obligations of suchJV Subsidiary Guarantor expressly subordinated in right ofpayment to such JV Subsidiary Guarantee; and

� will be limited to the JV Entitlement Amount, and willrank at least pari passu with all other unsecured,unsubordinated Indebtedness of such JV SubsidiaryGuarantor (subject to any priority rights of such unsecured,unsubordinated Indebtedness pursuant to applicable law).

Security to be Granted . . . . . . . . . . The Company has agreed, for the benefit of the holders of theNotes, to pledge, and cause each Subsidiary Guarantor Pledgorto pledge, the Capital Stock of all of the Subsidiary Guarantors(other than Gold Lucky) held by the Company or the SubsidiaryGuarantor Pledgors on a first priority basis (subject to PermittedLiens and the Intercreditor Agreement) on the Original IssueDate (as defined below) in order to secure the obligations of theCompany under the Notes and the Indenture and of suchSubsidiary Guarantor Pledgor under its Subsidiary Guarantee(together, the “Collateral”).

The Collateral securing the Notes and the Subsidiary Guaranteesmay be released or reduced in the event of certain asset salesand certain other circumstances. In addition, the Company andeach Subsidiary Guarantor Pledgor may incur Permitted PariPassu Secured Indebtedness which would be secured by theCollateral on a pari passu basis with the Notes and theSubsidiary Guarantees. See “Description of the Notes –Security”.

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Intercreditor Agreement . . . . . . . . . The Company has agreed that the Collateral will be shared on apari passu and pro rata basis among the holders of the Notes,the Existing Creditors and any future holders of Permitted PariPassu Secured Indebtedness (together, the “Secured Parties”)pursuant to the terms of the Intercreditor Agreement, which willprovide, among other things, that:

� the Collateral Agent will hold the Collateral on behalf ofthe Secured Parties;

� the Collateral will be held by the Collateral Agent tosecure the obligations owed under the Notes, the ExistingIndebtedness, and, subject to the satisfaction of certainconditions, any future Permitted Pari Passu SecuredIndebtedness (together, the “Secured Obligations”);

� at any time while the Secured Obligations are outstanding,the Collateral Agent has the exclusive right to manage,perform and enforce the terms of the security documentsrelating to the Collateral and to exercise and enforce allprivileges, rights and remedies thereunder according to thedirections and/or instructions it receives from arepresentative of each class of Secured Parties; and

� the proceeds of any enforcement or realisation of all or anypart of the Collateral secured pursuant to the Collateralwill be applied in payment of the respective SecuredObligations of each Secured Party on a pro rata basis.

See “Description of the Notes – Security – IntercreditorAgreement”.

Optional Redemption . . . . . . . . . . . At any time and from time to time on or after ,we may redeem the Notes, in whole or in part, at the

redemption prices set forth under “Description of the Notes –Optional Redemption”, plus accrued and unpaid interest, if any,on the Notes redeemed to (but not including) the applicableredemption date.

At any time prior to , , the Company may at itsoption redeem the Notes, in whole but not in part, at aredemption price equal to 100% of the principal amount of theNotes being redeemed plus the Applicable Premium as of, andaccrued and unpaid interest, if any, to (but not including) theredemption date.

At any time and from time to time prior to , ,the Company may redeem up to 35% of the aggregate principalamount of the Notes at a redemption price of % of theprincipal amount of the Notes, plus accrued and unpaid interest,if any, to (but not including) the redemption date, with theproceeds from sales of certain kinds of its capital stock, subjectto certain conditions.

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Redemption for Taxation Reasons . . Subject to certain exceptions and as more fully described herein,we may redeem the Notes, as a whole but not in part, at aredemption price equal to 100% of the principal amount thereof,together with accrued and unpaid interest (including anyAdditional Amounts), if any, to the date fixed by us forredemption, if we or a Subsidiary Guarantor would becomeobligated to pay certain Additional Amounts as a result ofcertain changes in specified tax laws. See “Description of theNotes – Redemption for Taxation Reasons”.

Repurchase of Notes . . . . . . . . . . . Upon the occurrence of a Change of Control Triggering Event,the Company will make an offer to repurchase all outstandingNotes at a purchase price equal to 101% of their principalamount plus accrued and unpaid interest, if any, to therepurchase date.

Covenants . . . . . . . . . . . . . . . . . . . The Notes, the Indenture and the Subsidiary Guarantees willlimit our ability and the ability of our Restricted Subsidiaries to,among other things:

� incur or guarantee additional indebtedness and issuedisqualified or preferred stock;

� declare dividends on capital stock or purchase or redeemcapital stock;

� make investments or other specified restricted payments;

� issue or sell capital stock of Restricted Subsidiaries;

� guarantee indebtedness of Restricted Subsidiaries;

� sell assets;

� create liens;

� enter into sale and leaseback transactions;

� engage in any business other than a Permitted Business;

� enter into agreements that restrict the RestrictedSubsidiaries’ ability to pay dividends and transfer assets ormake intercompany loans;

� enter into transactions with equity holders or affiliates; or

� effect a consolidation or merger.

These covenants are subject to a number of importantqualifications and exceptions described in “Description of theNotes – Certain Covenants”.

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Transfer Restrictions . . . . . . . . . . . The Notes will not be registered under the Securities Act orunder any state securities laws of the United States, are beingoffered and sold in offshore transactions in compliance withRegulation S under the Securities Act, and will be subject tocustomary restrictions on transfer and resale. See “TransferRestrictions”.

Form, Denomination andRegistration . . . . . . . . . . . . . . .

The Notes will be issued only in fully registered form, withoutcoupons, in denominations of US$200,000 and integral multiplesof US$1,000 in excess thereof, and will be initially representedby a Global Note registered in the name of a nominee of acommon depositary for Euroclear and Clearstream. Beneficialinterests in the Global Note will be shown on and transfersthereof will be effected only through records maintained byEuroclear and Clearstream. Except as discussed herein,certificates for the Notes will not be issued in exchange forbeneficial interests in the Global Note.

Delivery of the Notes . . . . . . . . . . We expect to make delivery of the Notes, against payment insame-day funds, on or about , 2020 which we expectwill be the fifth business day following the date of this offeringmemorandum.

Use of Proceeds . . . . . . . . . . . . . . The net proceeds of the issue of the Notes are estimated toamount to approximately US$ million. We intend to usethe net proceeds to refinance existing offshore indebtedness.

Trustee . . . . . . . . . . . . . . . . . . . . . DB Trustees (Hong Kong) Limited.

Principal Paying and TransferAgent . . . . . . . . . . . . . . . . . . . .

Deutsche Bank AG, Hong Kong Branch.

Registrar . . . . . . . . . . . . . . . . . . . . Deutsche Bank AG, Hong Kong Branch.

Collateral Agent . . . . . . . . . . . . . . DB Trustees (Hong Kong) Limited.

Ratings . . . . . . . . . . . . . . . . . . . . . The Notes are expected to be rated “BB” by Fitch and “BB+” byLianhe Global. We have been assigned a corporate credit ratingof “BB” with a stable outlook by Fitch, “B1” with a positiveoutlook by Moody’s, “B+” with a positive outlook by S&P and“BB+” with a stable outlook by Lianhe Global. We cannotassure investors that these ratings will not be adversely revisedor withdrawn either before or after delivery of the Notes.

Listing . . . . . . . . . . . . . . . . . . . . . Application will be made to the SGX-ST for the listing of andquotation for the Notes on the Official List of the SGX-ST. Forso long as the Notes are listed on the SGX-ST and the rules ofthe SGX-ST so require, the Notes, if traded on the SGX-ST, willbe traded in a minimum board lot size of S$200,000 (or itsequivalent in foreign currencies). Accordingly, the Notes, iftraded on the SGX-ST, will be traded in a minimum board lotsize of US$200,000.

Governing Law . . . . . . . . . . . . . . . The Notes and the Indenture will be governed by and will beconstrued in accordance with the laws of the State of New York.

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Risk Factors . . . . . . . . . . . . . . . . . For a discussion of certain factors that should be considered inevaluating an investment in the Notes, see “Risk Factors”.

Common Code/ISIN . . . . . . . . . . . The Notes have been accepted for clearance through thefacilities of Euroclear and Clearstream under the Common Codenumber 225882223 and the International Securities IdentificationNumber for the Notes is XS2258822233.

Legal Entity Identifier . . . . . . . . . 549300YSOKQO5QD6MP25

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present our summary financial and other data. Our consolidated financialstatements as at and for each of the fiscal years ended December 31, 2017, 2018 and 2019 have beenaudited by Deloitte Touche Tohmatsu. The summary financial data as at and for each of the fiscal yearsended December 31, 2017, 2018 and 2019 (except for Adjusted EBITDA data) is derived from ouraudited consolidated financial statements for those years and as at the dates indicated. The summaryfinancial data as at and for each of the six months ended June 30, 2019 and 2020 (except for AdjustedEBITDA data) is derived from our unaudited but reviewed interim financial statements for those periodsand as at the dates indicated. The unaudited but reviewed interim financial statements as at and foreach of the six months ended June 30, 2019 and 2020 contain all adjustments that our managementbelieves are necessary for the fair presentation of such information. Results for interim periods are notindicative of results for the full year.

The financial statements have been prepared and presented in accordance with IFRS. Thesummary financial data below should be read in conjunction with “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and the consolidated financial statementsand the notes to those statements included elsewhere in this offering memorandum.

Summary Consolidated Income Statement Information

Year ended December 31,Six months ended

June 30,

2017 2018 2019 2019 2020

(RMB) (RMB) (RMB) (RMB) (RMB)

(audited) (audited) (audited) (unaudited) (unaudited)

(in ’000, except percentages)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . 19,115,255 31,005,834 50,531,150 23,669,677 28,243,000Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . (14,003,778) (21,371,683) (35,509,984) (16,623,992) (19,960,897)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . 5,111,477 9,634,151 15,021,166 7,045,685 8,282,103Other income, gains and losses . . . . . . . . . . . . . . 291,823 (222,971) 337,789 363,926 221,133Change in fair value of investment properties . . . . . 336,543 544,467 393,912 363,792 78,905Recognition of change in fair value of properties for

sale upon transfer to investment properties . . . . . . − 320,741 3,392 3,392 273,393(Loss)/gain on disposal of subsidiaries. . . . . . . . . . (4,201) 222,012 174,726 4,576 420,171Selling and distribution expenses . . . . . . . . . . . . . (926,166) (1,432,227) (2,138,052) (943,658) (1,105,427)Administrative expenses . . . . . . . . . . . . . . . . . . (799,638) (1,736,008) (2,434,697) (1,153,364) (1,459,568)Share of results of joint ventures . . . . . . . . . . . . . (116,390) 36,558 (45,235) 7,099 (120,209)Share of results of associates . . . . . . . . . . . . . . . 3 (1,872) (5,332) 19,079 (26,664)Finance costs . . . . . . . . . . . . . . . . . . . . . . . . (267,859) (410,559) (718,177) (276,415) (443,769)

Profit before tax . . . . . . . . . . . . . . . . . . . . . . 3,625,592 6,954,292 10,589,492 5,434,112 6,120,068Income tax expense . . . . . . . . . . . . . . . . . . . . (1,673,640) (4,014,825) (5,367,662) (2,634,076) (3,280,182)

Profit for the year/period . . . . . . . . . . . . . . . . . 1,951,952 2,939,467 5,221,830 2,800,036 2,839,886Other comprehensive income (expense) . . . . . . . . .Item that maybe reclassified to profit or lossNet fair value gain on available-for-sale

investments, net of income tax . . . . . . . . . . . . . 19,062 – – – –Gain on disposal of available-for-sale investments

reclassified to profit and loss. . . . . . . . . . . . . . (21,865) – – – –Exchange differences on translating foreign

operations. . . . . . . . . . . . . . . . . . . . . . . . . 6,593 (25,460) (3,983) (5,842) 2,829

Profit and total comprehensive incomefor the year/period . . . . . . . . . . . . . . . . . . . . 1,955,742 2,914,007 5,217,847 2,794,194 2,842,715

Profit for the year/period attributable to:Owners of the Company . . . . . . . . . . . . . . . . . . 1,639,928 2,408,877 4,200,780 2,271,914 2,416,088Non-controlling interests . . . . . . . . . . . . . . . . . 312,024 530,590 1,021,050 528,122 423,798

1,951,952 2,939,467 5,221,830 2,800,036 2,839,886

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Year ended December 31,Six months ended

June 30,

2017 2018 2019 2019 2020

(RMB) (RMB) (RMB) (RMB) (RMB)

(audited) (audited) (audited) (unaudited) (unaudited)

(in ’000, except percentages)

Profit and total comprehensive incomefor the year/period attributable to:

Owners of the Company . . . . . . . . . . . . . . . . . . 1,641,946 2,389,573 4,196,347 2,266,152 2,419,079Non-controlling interests . . . . . . . . . . . . . . . . . 313,796 524,434 1,021,500 528,042 423,636

1,955,742 2,914,007 5,217,847 2,794,194 2,842,715

Other financial dataAdjusted EBITDA(1) . . . . . . . . . . . . . . . . . . . . 5,323,504 10,550,919 17,869,708 8,307,768 10,231,280Adjusted EBITDA margin(2). . . . . . . . . . . . . . . . 27.8% 34.0% 35.56% 35.1% 36.2%

Notes:

(1) We define Adjusted EBITDA as profit and total comprehensive income for the year less change in fair value of investmentproperties, recognition of change in fair value of completed properties for sale upon transfer to investment properties,change in fair value of derivative financial instruments, gain on disposal of available-for-sale investment, exchange (loss)gain, (loss) gain on disposal of subsidiaries, gain on disposal of a joint venture, net fair value gain on available-for-saleinvestment, net of income tax, exchange differences on translating foreign operations, changes in fair value of financialassets at FVTPL investment return from financial assets through profit or loss and structured deposits and consolidatedinterest expense (including capitalized interest expense), loss on redemption of senior notes, income tax expenses,depreciation of property, plant and equipment, release of prepaid lease payments, amortization of intangible assets, gain ondisposal of available-for-sale investment reclassified to profit and loss and investment return from financial assets atFVTPL. Adjusted EBITDA is not a standard measure under IFRS. As the property development business is capitalintensive, capital expenditure requirements and levels of debt and interest expenses may have a significant impact on theprofit for the year of companies with similar operating results. Therefore, we believe the investor community commonlyuses this type of financial measure to assess a company’s ability to service and incur debt and the operating performanceof companies in our market sector. We use Adjusted EBITDA in addition to profit for the year because profit for the yearincludes many accounting items associated with capital expenditures, such as depreciation, as well as non-operating items,such as amortization of intangible assets and interest expense. These accounting items may vary between companiesdepending on the method of accounting adopted by a company. By minimizing differences in capital expenditures and theassociated depreciation expenses as well as reported tax positions, intangible assets amortization and interest expense,Adjusted EBITDA provides further information about our ability to service and incur debt and our operating performanceand an additional measure for comparison with other companies. Funds depicted by this measure may not be available fordebt service due to covenant restrictions, capital expenditure requirements and other commitments. You should not considerour definition of Adjusted EBITDA in isolation or construe it as an alternative to profit for the year or as an indicator ofour ability to service or incur debt or our operating performance or any other standard measure under IFRS. Our definitionof Adjusted EBITDA does not account for taxes and other non-operating cash expenses. Our Adjusted EBITDA measuresmay not be comparable to similarly-titled measures used by other companies. See “Management’s Discussion and Analysisof Financial Condition and Results of Operations – Non-GAAP Financial Measures” for a reconciliation of our profit forthe year under IFRS to our definition of Adjusted EBITDA. Investors should also note that Adjusted EBITDA as presentedherein may be calculated differently from Consolidated EBITDA as defined and used in the Indenture governing the Notes.Interest expense excludes amounts capitalized. See “Description of the Notes – Definitions” for a description of themanner in which Consolidated EBITDA is defined for purposes of the Indenture governing the Notes.

(2) Adjusted EBITDA margin is equal to Adjusted EBITDA divided by revenue.

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Summary Consolidated Balance Sheet Information

As at December 31,As at

June 30,

2017 2018 2019 2020

(RMB) (RMB) (RMB) (RMB)

(audited) (audited) (audited) (unaudited)

(in ’000)

Total AssetsNon-current assets. . . . . . . . . . . . . . . . . . . . . 9,695,637 17,050,666 27,422,906 29,189,597Current assets . . . . . . . . . . . . . . . . . . . . . . . 116,110,224 171,807,553 262,457,527 269,397,539

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . 125,805,861 188,858,219 289,880,433 298,587,136

Equity and LiabilitiesNon-current liabilities . . . . . . . . . . . . . . . . . . 23,106,417 37,091,741 56,036,501 57,556,530Current liabilities . . . . . . . . . . . . . . . . . . . . . 75,573,154 121,032,632 196,847,324 198,936,646

Total liabilities . . . . . . . . . . . . . . . . . . . . . . 98,679,571 158,124,373 252,883,825 256,493,176

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . 27,126,290 30,733,846 36,996,608 42,093,960

Total liabilities and equity . . . . . . . . . . . . . . 125,805,861 188,858,219 289,880,433 298,587,136

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RISK FACTORS

In addition to other information in this offering memorandum, you should carefully consider thefollowing risk factors, together with all other information contained in this offering memorandum,before purchasing the Notes. The risks and uncertainties described below may not be the only ones thatwe face. Additional risks and uncertainties that we are not aware of or that we currently believe areimmaterial may also adversely affect our business, financial condition or results of operations. If any ofthe possible events described below occur, our business, financial condition or results of operationscould be materially and adversely affected. In such case, we may not be able to satisfy our obligationsunder the Notes, and you could lose all or part of your investment.

Risks Relating to Our Business

Our business is heavily dependent on the performance of the real estate market in the PRC andmay be subject to a downturn in the future

We have built our business and reputation by developing properties in the PRC since 1997 and weare heavily dependent on the performance of the real estate market in the PRC. Any real estate marketdownturn in the PRC generally or in the regions where we operate could adversely affect our business,results of operations and financial condition. As at June 30, 2020, we had a total of 317 projects atvarious stages of development. Other than the nine projects located in Sydney, Australia and fiveprojects located in Vancouver and Toronto, Canada, the rest were located in the PRC, 112 of whichwere located in Guangdong province and 191 of which were located outside Guangdong province inChongqing, Hunan province, Jiangxi province, Liaoning province, Guangxi province, Jiangsu province,Zhejiang province, Anhui province, Sichuan province, Hubei province, Beijing, Fujian province,Shandong province, Guizhou province, Shaanxi province, Yunnan province, Henan province, Tianjin,Hebei province, Hainan province, Hong Kong and Macao.

We cannot assure you that the demand for new properties in the regions and cities in the PRCwhere we operate or intend to expand will continue to grow or that prices will not deteriorate. Inaddition, fluctuations of supply and demand in the real estate market in the PRC are caused byeconomic, social, political, regulatory and other factors that are outside of our control and we cannotassure you that there will not be over-supply of properties or an economic downturn in the propertysector in the cities and regions of the PRC. Any such over-supply or economic downturn may result ina slowdown in property sales or downward pressure on property prices regionally or nationwide. Anyadverse development in the real estate market in the regions and cities in the PRC where we operate ormay operate in the future could have a material adverse effect on our business, financial condition andresults of operations.

The national and regional economies in China and our prospects may be adversely affected bynatural disasters, acts of God, and the occurrence of epidemics

Our business is subject to general economic and social conditions in China. Natural disasters,epidemics and other acts of God which are beyond our control may adversely affect the economy,infrastructure and livelihood of the people in China. Some regions in China, including the cities wherewe operate, are under the threat of flood, earthquake, sandstorm, snowstorm, fire, drought, or epidemicssuch as Severe Acute Respiratory Syndrome (“SARS”), H5N1 avian flu or the human swine flu, alsoknown as Influenza A (H1N1) or, most recently, the novel coronavirus named COVID-19 by the WorldHealth Organization. In particular, COVID-19 is highly infectious and has resulted in a significantnumber of hospitalizations and deaths in the PRC and worldwide. To contain its spread, the PRCgovernment has imposed a number of measures, including business closures, travel restrictions,quarantines, lockdowns, limitations on public gatherings and the suspension of major events. Othergovernments have taken similar measures with varying degrees. The COVID-19 outbreak has led to asignificant decline in travel and business activities in the PRC and worldwide, has negatively impactedthe world economy and continues to pose risks to our business operation and financial condition. OnMarch 11, 2020, World Health Organization declared COVID-19 outbreak a pandemic. Several cities inChina where we have land bank and operations have been under a lockdown and have imposed travelrestrictions in an effort to curb the spread of the highly infectious COVID-19. As a result, sales offices

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and construction of our development projects were temporarily shut down. Even though work andproduction at the sales offices and construction sites have fully resumed from late March and earlyApril, we cannot assure you that a shut down would not occur in the future again and in the event ashutdown occurs, this may materially affect our business, financial condition and results of operations.Moreover, supply of our raw materials and productivity of our employees may be adversely affected. Asa result, the completion of our projects may be delayed and sales might be lower than expected, whichmight in turn result in substantial increase in our development costs, late delivery of properties and/orotherwise adversely affect our profitability and cash flows. For details, see “Risk Factors – RisksRelating to Our Business – We experienced net cash outflows from operating activities and investingactivities in the past and maintain a significant amount of indebtedness, which may materially andadversely affect our liquidity and our ability to service our indebtedness.” Further, customers who havepreviously entered into contracts to purchase properties may default on their purchase contracts if theeconomic situation further deteriorates as a result of the epidemic. For the six months ended June 30,2020, our accumulated unaudited property contracted sales recorded a decrease as compared withcorresponding period in 2019.

In addition, past occurrences of epidemics, depending on their scale, have caused different degreesof damage to the national and local economies in China. A recurrence of SARS or an outbreak of anyother epidemics in China, such as the H5N1 avian flu, the human swine flu or the ongoing COVID-19epidemic, especially in the cities where we have operations, may result in material disruptions to ourproperty development and our sales and marketing, which in turn may adversely affect our financialcondition and results of operations. Moreover, the outbreak of communicable diseases, such as theCOVID-19 outbreak on a global scale may affect investment sentiment and result in sporadic volatilityin global capital markets or adversely affect China and other economies. Such outbreak has resulted inrestrictions on travel and public transportation and prolonged closures of workplaces, which may have amaterial adverse effect on the global economy. Any material change in the financial markets, the PRCeconomy or regional economies as a result of these events or developments may materially andadversely affect our business, financial condition and results of operations.

The COVID-19 outbreak poses risks to the health of our employees and the safety of ourworkplace, which may adversely affect our business operations. Given the many uncertaintiessurrounding COVID-19 situation, it is impossible to predict how long these conditions will persist andthe extent to which our business may be affected. The COVID-19 epidemic has created and maycontinue to create negative economic impact on a global scale, and may affect the prospects of the PRCresidential property market, which may in turn adversely affect the demand for properties and propertyprices in China. Given the uncertainties as to the development of the outbreak at the moment, it is stilldifficult to predict how long these conditions will persist and to what extent to which we may beaffected. We cannot assure you that our business, financial condition and results of operations will notbe materially and adversely affected.

We may be adversely affected by fluctuations in the global economy and financial markets

The outlook of PRC and global economies are subject to significant uncertainties resulting fromor related to various geo-political, economic or social events such as the ongoing trade war between theUnited States and the PRC, the withdrawal of the United Kingdom from the European Union and theoutbreak of COVID-19 in late 2019 that has continued globally in 2020. There has been extremevolatilities in the global markets across all asset classes, including stocks, bonds, oils and metals, in thefirst half of 2020, and there is no assurance that such volatilities will not continue. Since early 2018,the PRC and the United States have been engaged in a trade war which may have a material adverseeffect on the global and the PRC economies. This has involved the imposition of tariffs by the UnitedStates on certain imported goods from the PRC and vice versa. While the United States and the PRChave reached the first-phase trade deal in January 2020, we cannot predict as to how and whether suchdeal will be implemented and whether any further agreement will be reached between the two countriesat any time or at all. The roadmap to a comprehensive resolution remains unclear, and what lastingimpact the trade war may have on the PRC economy remains uncertain. The adoption and expansion oftrade restrictions, the occurrence and escalation of a trade war, or any other government actions relatedto tariffs, trade agreements or policies have the potential to adversely impact the PRC economy, whichmay in turn materially and adversely affect our business, financial condition and results of operations.

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On June 30, 2020, the Standing Committee of the PRC National People’s Congress passed theLaw of the People’s Republic of China on Safeguarding National Security in the HKSAR (the “HKNational Security Law”). The law defines the duties and the government bodies of the HKSAR for thesafeguarding of national security, categories of offences and their corresponding penalties. This lawmay change the way Hong Kong has been governed since the handover from the United Kingdom toChina in 1997 and may have an adverse impact on our ability to conduct business as previouslyconducted. On July 14, 2020, President Donald Trump signed into law the Hong Kong Autonomy Act,or HKAA, authorizing the U.S. administration to impose blocking sanctions against individuals andentities determined to “materially contribute” to the erosion of Hong Kong’s autonomy. The HKAAfurther authorizes secondary sanctions, including the imposition of blocking sanctions, against foreignfinancial institutions that knowingly conduct a significant transaction with foreign persons sanctionedunder this authority. HKAA may cause substantial market uncertainties, which could adversely affectthe price of our securities, and it is difficult to predict the full impact of HKAA on our operations andbusiness at this stage.

In addition, effective January 31, 2020, the United Kingdom has officially exited from theEuropean Union. There remains significant uncertainty as to its impact on the economic conditions ofother parts of the world, such as the PRC, including but not limited to, further decreases in global stockexchange indices, increased foreign exchange volatility and a possible economic downturn involvingmore countries and regions.

Furthermore, the occurrence of the COVID-19 pandemic, together with the measures implementedby relevant governmental authorities to contain it, such as city lockdowns, extended holidays, stringentquarantine, social distancing, closure of work premises, travel restrictions and border controls, havedampened, and is expected to further dampen, the level of economic activity in the PRC. Suchmeasures have led to the temporary suspension of our construction and sales activities of our propertydevelopment projects. Given the uncertainties as to the development of the outbreak at the moment, itis difficult to predict how long these conditions will exist and the extent to which we and ourbusinesses will continue to be affected. Any material deterioration in the financial markets, the PRCeconomy or the economies in other markets in which we operate as a result of the COVID-19 outbreakmay materially and adversely affect our business, financial condition and results of operations.

These and other issues resulting from the global economic slowdown and financial market turmoilhave adversely affected, and may continue adversely affecting, home owners and potential propertypurchasers, which may lead to a decline in the general demand for our products and erosion of theirsale prices. In addition, any further tightening of liquidity in the global financial markets maynegatively affect our liquidity. Therefore, if the global economic slowdown and turmoil in the financialmarkets crisis continue, our business, financial condition and results of operations may be negativelyaffected.

Our business is subject to extensive governmental regulation and, in particular, we are susceptibleto policy changes in the PRC property sector

Our business is subject to extensive governmental regulation. As with other PRC propertydevelopers, we must comply with various requirements mandated by the PRC laws and regulations,including the policies and procedures established by local authorities designed to implement such lawsand regulations. In particular, the PRC government exerts considerable direct and indirect influence onthe development of the PRC property sector by imposing industry policies and other economicmeasures, such as control over the supply of land for property development, control of foreignexchange, property financing, taxation and foreign investment. Through these policies and measures, thePRC government may restrict or reduce land available for property development, raise benchmarkinterest rates of commercial banks, place additional limitations on the ability of commercial banks tomake loans to property developers and property purchasers, and impose additional taxes and levies onproperty sales and restrict foreign investment in the PRC property sector.

Starting from the second half of 2009, residential property prices in certain cities in China roserapidly. In order to prevent the overheating of the property market and the possible formation of aspeculative bubble, the PRC government introduced a series of regulatory measures in an effort tostabilize the real estate market and facilitate its sustainable development, including raising the down

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payment ratio and residential mortgage loan interest rate, limiting the number of houses that a singlehousehold may purchase, increasing the supply of affordable housing to low- and middle-incomefamilies, increasing the supply of public housing to targeted populations, restricting foreign investmentsin properties in China, abolishing the preferential business tax treatment on transfer of ordinary housingwithin five years and launching new property tax schemes in certain cities.

Recently, the property market in the PRC has witnessed signs of a slowdown, with somedevelopers reported to have lowered prices in order to stimulate sales and some local governmentsreported to have relaxed property purchase restrictions previously imposed as cooling measures to helpboost demand. However, due to a strong increase in prices starting early 2016, local governments anddevelopers in certain cities have implemented measures to suppress the level of increase in propertyprices, such as tightening mortgage restrictions on second home purchases. Starting in March 2017,several cities such as Guangzhou, Shenzhen, Suzhou and Hangzhou adopted more strict measures ofrestrictions on second home purchase and mortgage strategies. We cannot assure you that the PRCgovernment will not adopt additional and more stringent industry policies, regulations and measures inthe future. If we fail to adapt our operations to such new policies, regulations and measures that maycome into effect from time to time, our business prospects, results of operations and financial conditionmay be materially and adversely affected. You should read the various risk factors under the sectionentitled “– Risks Relating to the Real Estate Industry in China” below for more risks and uncertaintiesrelating to the extensive PRC regulations.

We experienced net cash outflows from operating activities and investing activities in the past andmaintain a significant amount of indebtedness, which may materially and adversely affect ourliquidity and our ability to service our indebtedness

We maintain a substantial level of indebtedness to finance our operations. As at December 31,2017, 2018 and 2019 and June 30, 2020, our outstanding bank and other borrowings wereRMB27,794.3 million, RMB40,751.4 million, RMB68,960.7 million and RMB73,614.5 million,respectively. As at December 31, 2017, 2018 and 2019 and June 30, 2020, substantially all of ouroutstanding indebtedness comprised bank and other borrowings, borrowings from related parties, seniornotes and bonds and obligations under finance lease. Our total indebtedness does not include ourguarantee obligations to banks in respect of mortgage loans taken out by purchasers of our properties.As at December 31, 2017, 2018 and 2019 and June 30, 2020, these guarantee obligations amounted toRMB29,172.1 million, RMB51,984.5 million, RMB77,693.5 million and RMB82,142.7 million,respectively. In comparison, as at December 31, 2017, 2018 and 2019 and June 30, 2020, total equitywas RMB27,126.3 million, RMB30,733.8 million, RMB36,996.6 million and RMB42,094.0 million,respectively. Our net gearing ratio, calculated as our net debt which is equal to our total bank and otherborrowings, senior notes and bonds less cash and cash equivalents and restricted bank deposits dividedby the total equity, was 51.0%, 58.9%, 74.9% and 79.8% as at December 31, 2017, 2018 and 2019 andJune 30, 2020, respectively. In addition, we recorded net operating cash outflow for the years endedDecember 31, 2017 and 2019 and for the six months ended June 30, 2019 and 2020 while we recordednet operating cash inflow in the year ended December 31, 2018. We also recorded net investing cashoutflow for the years ended December 31, 2017, 2018 and 2019 and for the six months ended June 30,2019 and 2020 and recorded net decrease in cash and cash equivalents for the six months ended June30, 2020.

The PRC governmental policies in the property sector will continue to exert pressure on ouroperating cash flow. The PRC government currently requires that a land grant contract be entered intowithin 10 working days after the closing of the land grant, and that the down payment of 50% of theland premium be paid within one month of signing the land grant contract, with the remaining to bepaid in full within one year of the date of land grant contract. We cannot assure you that we will beable to generate sufficient cash flow from operations to support the repayment of our currentindebtedness. If we are unable to make scheduled payments in connection with our debt and other fixedpayment obligations as they become due, we may need to renegotiate the terms and conditions of suchobligations or to obtain additional equity or debt financing. We cannot assure you that our renegotiationefforts would be successful or timely or that we would be able to refinance our obligations onacceptable terms or at all. If financial institutions decline to lend additional funds to us or to refinance

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our existing loans when they mature as a result of our credit risk and we fail to raise financing throughother means, our financial condition, cash flow position and business prospects may be materially andadversely affected.

In addition to borrowing, we rely on pre-sale of properties as a major source of funding for ouroperations and to assist with servicing our debt. Should our pre-sales be significantly limited orotherwise materially and adversely affected as a result of changes in PRC laws and regulations or ingovernment policies relating to property development, or by a significant economic downturn in thePRC or in the property markets where we operate or otherwise, we could experience cash flowdifficulties in servicing our indebtedness. In addition, pursuant to certain of our bank credit facilities,we are required to maintain certain financial ratios and comply with covenants which could affect ourability to raise additional financing in the future. See “Description of Other Material Indebtedness”. Seealso “− Risks Relating to the Notes − We have substantial indebtedness and may incur substantialadditional indebtedness in the future, which could adversely affect our financial health and our abilityto generate sufficient cash to satisfy our outstanding and future debt obligations” and “− Risks Relatingto the Notes − If we are unable to comply with the restrictions and covenants in our debt agreements orthe Indenture governing the Notes, there could be a default under the terms of these agreements or theIndenture governing the Notes, which could cause repayment of our debt to be accelerated”.

To meet our obligations under our indebtedness and to fund our business operations, we willrequire a significant amount of cash. Our ability to generate cash depends on many factorsbeyond our control

Our ability to make payments on and to refinance our indebtedness, including the Notes, and tofund planned capital expenditures and project development will depend on our future performance andability to generate cash. This, to a certain extent, is subject to general economic, financial, competitive,legislative, regulatory and other factors that are beyond our control. As at June 30, 2020, we had a totalof approximately RMB225.6 billion in uncommitted credit lines with respect to loans granted to us byvarious commercial banks, of which approximately RMB131.3 billion of bank loans was drawn. See“Description of Other Material Indebtedness”.

In addition, our liquidity will depend on our ability to recover trade receivables from ourcustomers. As at June 30, 2020, we had trade receivables of RMB947.7 million. Any delays or inabilityto recover outstanding trade receivables could have an adverse impact on our working capital needs inparticular and our financial condition in general.

Our business might not generate cash flow from operations in an amount sufficient to enable us topay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion ofour indebtedness, including the Notes, on or before maturity. We might not be able to refinance any ofour indebtedness on commercially reasonable terms or at all. If we are unable to service ourindebtedness or obtain refinancing on terms acceptable to us, we may be forced to adopt an alternativestrategy that may include actions such as reducing or delaying capital expenditures, selling assets orseeking equity capital. These strategies may not be instituted on satisfactory terms, if at all.

We may not have adequate financing to fund our land acquisitions and property projects

Property development is capital intensive. Therefore, we constantly look at different sources offunding to seek favorable financing and refinancing opportunities and to optimize our capital structure.We finance our property projects primarily through a combination of internal funds, proceeds frompre-sales, proceeds from debt and equity offerings and other methods of financing. As at June 30, 2020,our total bank and other borrowings amounted approximately to RMB73,614.5 million and senior notesand corporate bonds of approximately RMB29,433.3 million. Our ability to procure adequate andsuitable financing for acquisitions of land and/or companies and for property developments depends ona number of factors that are beyond our control, including general economic conditions, our financialstrength and performance, credit availability from financial institutions, cost of borrowing and monetarypolicies in China.

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Various PRC regulations restrict our ability to raise capital through external financing and othermethods, including, without limitation, the following:

� We cannot pre-sell uncompleted units in a project prior to achieving certain developmentmilestones;

� PRC banks are prohibited from extending loans to real estate companies for the purposes offunding the purchase of land use rights;

� We cannot borrow from a PRC bank for a particular project unless we obtain the land userights certificate, construction land planning permit, construction works planning permit andconstruction works commencement permit for that project;

� PRC banks are restricted from granting loans for the development of luxury residentialproperties;

� Property developers are strictly prohibited from using the proceeds from a loan obtainedfrom a local bank to fund property developments outside the region where that bank islocated; and

� PRC banks are prohibited from accepting properties that have been vacant for more thanthree years as collateral for loans.

Specific measures implemented by the PRC government in recent years include the followingexamples:

� The People’s Bank of China (“PBOC”) has prohibited commercial banks from granting loansto property developers to pay land premiums since June 2003;

� MOHURD and other PRC government authorities jointly issued the Opinions on Adjustingthe Housing Supply Structure and Stabilizing the Housing Prices（《關於調整住房供應結構穩定住房價格的意見》）in May 2006, which, among other things:

� restrict the grant or extension of revolving credit facilities to property developers thathold a large amount of idle land and vacant commodity properties;

� prohibit commercial banks from taking commodity properties that have been vacant formore than three years as security for their loans;

� On April 28, 2013, SAFE issued a Notice on Promulgating “Administrative Measures forForeign Debt Registration”（《關於發佈〈外債登記管理辦法〉的通知》）(“Notice 19”), which tookeffect on May 13, 2013 and was subsequently amended on May 4, 2015. In accordance withAttachment 2 of Notice 19, SAFE and its local branches shall not process the registration offoreign loan contracts for FIREEs if such FIREEs obtained their approval certificates fromthe commercial department and filed with MOFCOM on or after June 1, 2007. FIREEsestablished before June 1, 2007 may borrow foreign debts within the difference between theoriginal total investment and original registered capital in accordance with relevantprovisions. If the difference between total investment and registered capital after the capitalincrease is smaller than the one before the capital increase, the latter shall apply. If a FIREEhas not obtained the land use rights certificate, or the capital injected into the projects is lessthan 35% of its total investment, the FIREE shall not seek foreign debt and SAFE and itslocal branches shall not process the registration or the approval for the settlement of foreigndebt for it;

� PBOC and CBRC jointly issued the Circular on Strengthening the Administration ofCommercial Real Estate Credit Loans（《關於加強商業性房地產信貸管理的通知》）in September2007, which, among other things:

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� prohibits commercial banks from granting loans to property projects if the developer’sown capital is less than 35% of the total investment amount;

� prohibits commercial banks from granting loans to property projects that have notobtained land use rights certificates, construction land planning permits, constructionworks planning permits and construction works commencement permits;

� requires that commercial bank loans to property developers be classified as real estatedevelopment loans and not as general working capital loans; and

� requires that, in principle, real estate development loan proceeds may only be used fordevelopments in the local city where the loan originated;

� In November 2009, the PRC government raised the minimum down payment requirement forland purchases to 50% of the land premium and now requires the land premium to be fullypaid within one year of the signing of a land grant contract, subject to limited exceptions;and

� In March 2010, the Ministry of Land and Resources stipulated that the minimum downpayment of land premium of 50% should be paid within one month of the signing of a landgrant contract and the rest of the land premium should be fully paid within one year of thesigning of a land grant contract.

On January 3, 2008, the State Council issued a Notice on Promoting the Economic Use of Land（《關於促進節約集約用地的通知》）with respect to the collection of additional land premium establishment

of a land utilization priority planning scheme and the formulation of a system for assessing the optimaluse of land and other measures. The notice calls for the full and effective use of existing constructionland and the preservation of farm land. The notice also emphasizes the enforcement of the current ruleson assessing idle land fees at a rate equal to 20% of the land premium for any land left idle for overone year but less than two years. The notice also urges financial institutions to exercise caution whenthey review loan applications from property developers that have failed to complete development of atleast one-third of the land area or to invest at least 25% of the total investment within one year of theconstruction date provided in the land grant contract. The notice states that a value-added land premiumwill be levied on the idle land, especially on those used for property development, and the relevantrules will be formulated jointly by the Ministry of Land and Resources and other authorities. The noticeindicates that the relevant governmental authorities will formulate and issue additional rules andregulations on these matters.

On September 12, 2014, the Ministry of Land and Resources issued the Guidelines on ImprovingEconomical and Intensive Use of Land（《關於推進土地節約集約利用的指導意見》）, which requirereinforcement of the implementation of the rules regarding idle land and specification of the controllingrequirements of the land use standards in the relevant legal documents including land use approvals andland grant contracts.

In addition, PBOC adjusted the deposit reserve requirement ratio for commercial banks six timesin 2010, seven times in 2011 and twice in 2012 and twice in 2015. The current PBOC Renminbideposit reserve requirement ratio is 18.50% for usual large-sized financial institutions and 15.00% forusual small- and medium-sized financial institutions and has been effective since April 20, 2015.Increases in the reserve requirement ratio may negatively impact the amount of funds available to lendto businesses, including us, by commercial banks in China. The PRC government could also introduceother initiatives that may further limit our access to capital, and/or consequently reduce our flexibilityand ability to use bank loans or other forms of financing to finance our acquisitions and propertydevelopments. For example, in April 2010, the State Council issued the Notice on Resolutely Curbingthe Excessive Hike of Property Prices in Some Cities（《國務院關於堅決遏制部分城市房價過快上漲的通知》）,which mandates that developers who hold idle land or speculate in land will not be granted bank loansfor the development of new property projects. In September 2010, PBOC and CBRC jointly issued anotice to prohibit banks from lending to any property developer for its new projects or renewal of itsexisting loans if such developer has a track record of maintaining idle land, changing the use andnature of land without proper approval, delaying the construction, commencement or completion date,

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hoarding properties or other non-compliance. These government actions and policy initiatives limit ourability to use bank loans to finance our acquisitions and property development projects. The PRCgovernment, moreover, could introduce other initiatives which may further limit our access to capital,and consequently limit our ability to obtain bank loans, the net proceeds from this offering or otherforms of financing. If we fail to secure adequate financing or renew our existing credit facilities priorto their expiration, or if the PRC government adopts further restrictive credit policies in the future, ourbusiness, results of operations and financial condition may be materially and adversely affected.

Our profitability and results of operations are affected by changes in interest rates

Changes in interest rates have affected and will continue to affect our financing costs and,ultimately, our results of operations. In April 2006, PBOC raised the benchmark one-year lending ratefrom 5.58% to 5.85% and in August 2006 further increased such rate to 6.12%. PBOC again increasedthe one-year lending rate six times in 2007 from 6.12% to 7.47% in December 2007. Beginning in2008, PBOC decreased the benchmark one-year lending rate five times, from 7.47% to 5.31% inDecember 2008, which remained unchanged until September 2010. The one-year lending rate increasedto 5.81% as at December 31, 2010, increased to 6.06% effective from February 9, 2011, increased to6.31% effective from April 6, 2011 and increased to 6.56% effective from July 7, 2011, although PBOCsubsequently lowered the one-year benchmark interest rate by 25 basis points in June 2012 and by 31basis points in July 2012. On November 21, 2014, the PBOC further lowered benchmark one-yearlending rate to 5.60%. In 2015, the PBOC continued to lower the benchmark one-year lending rate to5.35% on March 1, 2015, to 5.10% on May 11, 2015, to 4.85% on June 28, 2015, to 4.60% on August26, 2015 and to 4.35% on October 24, 2015. Whilst starting from July 20, 2013, commercial banks inChina are permitted to set the lending interest rates for their loans at their own discretion, thebenchmark lending rates published by PBOC remain an influential reference to commercial banks andany further increase in such benchmark lending rates may increase the interest costs for our propertydevelopments.

A substantial portion of the interest expense has been capitalized as properties under development,which will then be recognized in the consolidated statements of comprehensive income as cost of salesupon the sale of properties. Capitalized interest expense represented 9.8%, 9.9%, 9.6%, 10.0% and9.8% of our cost of sales in 2017, 2018, 2019 and in the first half of 2019 and 2020, respectively. As aresult, such capitalized interest expense may adversely affect our gross profit margin upon the sale ofproperties in future.

In addition, increases in interest rates may affect our customers’ ability to secure mortgages onacceptable terms, which in turn may affect their ability to purchase our properties. Any furtherincreases to interest rates, including US federal interest rates, would also increase our interest expensesand the costs of obtaining further financings. This may, in turn, adversely affect our business, financialcondition and results of operations.

We may not always be able to obtain land reserves that are suitable for development

We derive our revenue principally from the sale of properties that we have developed. Therefore,we must maintain or increase our land reserves in strategic locations at an appropriate pace in order toensure sustainable business growth. Based on our current rate of property development, we believe wehave sufficient land reserves for approximately the next three years of development. Our ability toidentify and acquire suitable development sites is subject to a number of factors, some of which arebeyond our control. The supply of substantially all of the land in China is controlled by the PRCgovernment. The land supply policies adopted by the PRC government directly impact our ability toacquire land use rights for development and our costs of such acquisitions. In recent years, the PRCcentral and local governments have implemented various measures to regulate the means by whichproperty developers may obtain land. The PRC government also controls land supply through zoning,land usage regulations and other means. All these measures further intensify the competition for land inChina among property developers. In 2002, the PRC government introduced a nationwide system ofmandatory public tender, auction or listing-for-sale for the grant of land use rights for commercial use,tourism, entertainment and commodity property development. On September 28, 2007, the Ministry ofLand and Resources issued the revised Regulations on the Grant of State-owned Construction Land UseRights through Public Tender, Auction and Listing-for-sale（《招標拍賣掛牌出讓國有建設用地使用權規定》）,

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which further stipulates legal and procedural requirements on public tender, auction or listing-for-sale,the only means by which state-owned land use rights can be granted by the PRC government forindustrial purposes, commercial purposes, tourism, entertainment and commodity property development,and require that the land premium must be paid in full to the local land administration bureau pursuantto the underlying land grant contract before the land use rights certificate can be issued to the landuser. The PRC government’s policy to grant state-owned land use rights at competitive market priceshas substantially increased and is likely to continue to increase the acquisition cost of land reservesgenerally in the PRC.

In addition, in September 2010, the Ministry of Land and Resources and MOHURD jointly issuedthe Notice on Further Strengthening the Administration and Control of Real Estate Land andConstruction（《關於進一步加強房地產用地和建設管理調控的通知》）, which stipulates, among other things,that the planning and construction conditions and land use standards should be specified when a parcelof land is to be granted, and the restrictions on the area of any parcel of land granted for commodityproperties should be strictly implemented. The development and construction of large low-densityresidential properties should be strictly restricted, and the plot ratio for residential land is required to bemore than 1:1. In addition, a property developer and its shareholders will be prohibited fromparticipating in any bidding to acquire additional land until any illegal behavior in which it hasengaged, such as leaving its land idle for more than one year, has been completely rectified. Theimplementation of these regulations may increase land transfer prices and require property developers tomaintain a higher level of working capital. See “Regulation – Land for Property Development”.

If we fail to acquire sufficient land reserves in a timely manner and on acceptable terms, or at all,our business, prospects, results of operations and financial condition may be materially and adverselyaffected.

As we expand into new geographical areas, we may not be able to replicate the success we haveachieved in Guangdong province

To date, we have primarily focused our business on Guangdong province, which we believe hasgiven us a deep understanding of, and insight into, its market developments and trends. As part of ourbusiness strategy, we have expanded our business into Chongqing, Hunan province, Jiangxi province,Liaoning province, Guangxi province, Jiangsu province, Zhejiang province, Anhui province, Sichuanprovince, Hubei province, Beijing, Fujian province, Shandong province, Guizhou province, Shaanxiprovince, Yunnan province, Henan province, Tianjin, Hebei province, Hainan province, Hong Kong,Macao and overseas. Cities in other regions and countries may differ from cities in Guangdongprovince in terms of the level of economic development, topography, real estate trends and regulatorypractices. In addition, as we enter new markets, we may not have the same level of familiarity withlocal contractors, business practices, customs and customer tastes, behavior and preferences ascompared to our position in Guangdong province. Therefore, we may not be able to successfullyleverage our experience in Guangdong province as we expand our business into new regional andinternational markets. In addition, when we enter new geographical areas, we may face intensecompetition from developers with established experience or presence in those areas. Any failure toleverage our experience or to understand the property market in any other city (in PRC or otherwise)which we target for expansion may have a material adverse effect on our financial condition and resultsof operations. Furthermore, if we are unsuccessful in our strategy to expand beyond Guangdongprovince, our development and growth prospects may be materially and adversely affected.

We may not be able to successfully manage our growth

We have been rapidly expanding our operations in recent years both locally and overseas, such asto Australia and Canada, where we may have more limited knowledge and experience. As we continueto grow, we must continue to improve our managerial, technical and operational knowledge andallocation of resources, and to implement an effective management information system. To effectivelymanage our expanded operations, we need to continue to recruit and train managerial, accounting,internal audit, engineering, technical, sales and other staff to satisfy our development requirements. Inorder to fund our ongoing operations and our future growth, we need to have sufficient internal sourcesof liquidity or access to additional financing from external sources, which will include finding morediversified and innovative channels of funding. Furthermore, we will be required to manage

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relationships with a greater number of customers, suppliers, contractors, service providers, lenders andother third parties. We will need to further strengthen our financial reporting, internal audit, disclosurecontrol, internal control, information technology and compliance functions to ensure that we are able tocomply with our legal and contractual obligations and reduce our operational, compliance andinformation security risks. We cannot assure you that we will not experience issues such as capitalconstraints, construction delays, operational difficulties at new operational locations or difficulties inexpanding our existing business and operations and training an increasing number of personnel tomanage and operate the expanded business. Neither can we assure you that our expansion plans will notadversely affect our existing operations and thereby have a material adverse effect on our business,financial condition, results of operations and future prospects.

Furthermore, as we enter new markets, we may not have the same level of familiarity withcontractors, business practices and customs and customer tastes, behaviour and preferences as comparedto the cities where we are an established property developer. In addition, when we enter newgeographical areas, we may face intense competition from developers with an established presence andmarket share in those areas. These potential risks may be particularly acute in Australia and Canadawhere we are operating in foreign countries. Therefore, we cannot assure you that we can successfullyexecute our contemplated expansion plan or that we will succeed in effectively integrating ourexpanded operations, or that our expanded operations will generate adequate returns on our investmentsor positive operating cash flows.

Our LAT provisions and prepayments may not be sufficient to meet our LAT obligations

In accordance with the provisions of the Provisional Regulations of the People’s Republic ofChina on Land Appreciation Tax（《中華人民共和國土地增值稅暫行條例》）, which was promulgated onDecember 13, 1993 and amended on January 8, 2011, and the related implementation rules, all entitiesand individuals that receive income from the sale or transfer of land use rights, buildings and ancillaryfacilities are subject to LAT at progressive rates ranging from 30% to 60% of the appreciation value ofsuch properties. There is an exemption for the sale of ordinary residential properties if the appreciationvalue does not exceed 20% of the total deductible expense items allowed under the relevant LATregulations. This exemption is not available for sales of luxury residential properties, villas andcommercial properties. It is not clear whether the residential portion of our mixed residential andcommercial developments will be eligible for the exemption available to ordinary residential properties.The State Taxation Bureau clarified LAT settlement to some extent in its Notice on the Administrationof the Settlement of Land Appreciation Tax of Property Development Enterprises（《關於房地產開發企業土地增值稅清算管理有關問題的通知》）effective on February 1, 2007 and amended on June 15, 2018. TheNotice clarifies that provincial and local tax bureaus may formulate their own implementing rules anddetermine how LAT will be settled in their jurisdictions.

We have been prepaying LAT in respect of our pre-sale proceeds since a prepayment obligationwas imposed in 2004. In addition, we also make provision for the estimated amount of LAT that maybe payable in respect of our other sales. We made LAT provisions of RMB728.0 million, RMB1,925.2million, RMB1,941.9 million, RMB655.7 million and RMB838.1 million for each of the years endedDecember 31, 2017 and 2018 and 2019 and for the six months ended June 30, 2019 and 2020,respectively. LAT provisions are recorded as a part of “taxation payable” on our balance sheets. Wecannot assure you that the relevant tax authorities will agree with our calculation of LAT liabilities, norcan we assure you that the LAT provisions will be sufficient to cover our LAT obligations in respect ofour past LAT liabilities. If the relevant tax authorities determine that our LAT liabilities exceed ourLAT prepayments and provisions, and seek to collect that excess amount, our cash flow, results ofoperations and financial condition may be materially and adversely affected. See “Management’sDiscussion and Analysis of Financial Condition and Results of Operations – Key Factors Affecting OurResults of Operations and Financial Condition – LAT”.

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We may not be able to complete our projects according to schedule or on budget

A property development project requires substantial capital expenditures prior to and during theconstruction period, and it may take over a year before a development generates positive cash flowthrough pre-sales or sales. The progress of, and costs for, a development project can be adverselyaffected by many factors, including:

� changes in market conditions, an economic downturn or a decline in consumer confidence;

� delays in obtaining necessary licenses, permits or approvals from government agencies orauthorities;

� relocation of existing residents and demolition of existing structures;

� increases in the market prices of raw materials if we cannot pass on the increased costs tocustomers;

� shortages of materials, equipment, contractors and skilled labor;

� latent soil or subsurface conditions and latent environmental damage requiring remediation;

� unforeseen engineering, design, environmental or geographic problems;

� labor disputes;

� construction accidents;

� natural disasters;

� adverse weather conditions;

� changes in government practices and policies, including reclamation of land for public worksor facilities; and

� other unforeseen problems or circumstances.

Our property projects are at risk from earthquakes, floods and other natural disasters in theregions where we operate. Damage to any of our properties or impact on the markets, whether bynatural disasters or otherwise, may either delay or preclude our ability to develop and sell ourproperties or adversely affect our budget for the projects. During the three years ended December 31,2017 and 2018 and 2019 and for the six months ended June 30, 2020, we had not experienced anysignificant delays in completion or delivery of our projects. See “– We may be adversely affected by theperformance of third-party contractors”. We may also experience additional or significant delays incompletion or delivery of our projects or we may be subject to liability for any such delays.Construction delays or failure to complete construction of a project according to its plannedspecifications, schedule or budget based on prior experience may materially and adversely affect ourreputation, business, results of operations and financial condition.

We may not be able to obtain or maintain the required qualification certificates and otherrequisite government approvals

A PRC property developer must hold a valid qualification certificate to develop property. Inaddition, at various stages of project development, the PRC property developer must also obtain variouslicenses, certificates, permits and approvals from the relevant PRC administrative authorities, includingland use rights certificates, planning permits, construction permits, pre-sale permits and certificates orconfirmation of completion.

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According to the Provisions on Administration of Qualifications of Real Estate Developers（《房地產開發企業資質管理規定》）issued by the Ministry of Construction (now MOHURD), a newly establishedproperty developer must first apply for a provisional qualification certificate with a one-year validity,which can be renewed annually for not more than two consecutive years. If, however, the newlyestablished property developer fails to commence a property development project within the one-yearperiod following the provisional qualification certificate, it will not be allowed to renew the term of itsprovisional qualification certificate. Developers with longer operating histories must submit theirqualification certificates to relevant construction administration authorities for review annually.Government regulations require developers to fulfill all statutory requirements before they may obtainor renew their qualification certificates.

We conduct our property developments through project companies. These project companies musthold valid qualification certificates to be able to conduct their businesses. Some of our projectcompanies are in the process of obtaining or renewing their qualification certificates. We cannot assureyou that our project companies will be able to obtain or renew the necessary qualification certificates ina timely manner, or at all. If any of our project companies does not obtain or renew the necessaryqualification certificate in a timely manner, or at all, our prospects, and our business, results ofoperations and financial condition may be materially and adversely affected.

Pursuant to the Measures for the Administration of Qualifications of Property Service Enterprises（《物業服務企業資質管理辦法》）, entities engaged in property management are required to obtain

qualification certificates before they commence their business operations. Our wholly-owned propertymanagement subsidiaries are primarily engaged to manage the residential and commercial properties wedeveloped. On March 8, 2018, the Measures for the Administration of Qualifications of PropertyService Enterprises was abolished.

In addition to the above, we cannot assure you that we will not encounter significant problems insatisfying the conditions to, or delays in, the issuance or renewal of other necessary licenses,certificates, permits or approvals. There may also be delays on the part of the administrative bodies inreviewing and processing our applications and granting licenses, certificates, permits or approvals. Ifwe fail to obtain the necessary governmental licenses, certificates, permits or approvals for any of ourmajor property projects, or a delay occurs in the government’s examination and review process, ourdevelopment schedule and our sales could be substantially delayed, resulting in a material and adverseeffect on our business, results of operations and financial condition.

We may have to compensate our customers if we fail to meet all requirements for the delivery ofcompleted properties and the issuance of property ownership certificates

According to the relevant PRC law, property developers must meet various requirements as statedbelow within 90 days of the delivery of property or such other time period as may be provided in therelevant sales and purchase agreement to assist a purchaser in obtaining the individual propertyownership certificate. We generally elect to specify the deadline for applying for an individual propertyownership certificate in the sales and purchase agreement to allow sufficient time for the applicationand approval process. Within three months of the date of the completion certificate for a development,we must apply for a general property ownership certificate for the entire development. This involves,among other things, the submission of a number of documents, including land use rights documents,planning approvals and construction permits. Following the effective date of a sales and purchaseagreement for one or more units in a development, we then assist the purchaser in applying for anindividual property ownership certificate for each unit. This involves the submission of otherdocuments, including the sales and purchase agreement, identification documentation for the purchaser,evidence of payment of deed tax and a copy of the general property ownership certificate issued to us.Delay by a purchaser in providing the documents relating to the purchaser, or delay by the variousadministrative authorities in reviewing the relevant application document, as well as other factorsbeyond our control, may affect timely delivery of the relevant individual property ownership certificate.Under current PRC laws and regulations and under our sales and purchase agreements, we are requiredto compensate our customers for delays in delivery caused by us of individual property ownershipcertificates. During the years ended December 31, 2017 and 2018 and 2019 and for the six monthsended June 30, 2020, we had not paid any material compensation for delays in delivery of individualproperty ownership certificates. However, we cannot assure you that delays in delivery caused by us of

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the required property ownership certificates will not occur. Significant delays with respect to one ormore of our developments may materially and adversely affect our reputation, business, results ofoperations and financial condition.

We may not be able to obtain the land use right certificates for certain land parcels held forfuture development and may be subject to stricter payment terms for land use rights with respectto land we acquire in the future as a result of any additional restrictive regulations promulgatedby the PRC

As of the date of this offering memorandum, we have entered into land grant contracts for certainland parcels but have not yet obtained the land use right certificates for such land parcels. There can beno assurance that we will be able to obtain the land use right certificates with respect to these landparcels in a timely manner, or at all. If we fail to do so, we may not be able to acquire newreplacement land on terms acceptable to us, or at all, which would have a material adverse effect onour business, prospects, financial condition and results of operations.

On September 28, 2007, the MLR amended the Regulation on the Grant of State-Owned Land UseRights by Way of Tender, Auction or Listing-for-Sale（《招標拍賣掛牌出讓國有建設用地使用權規定》）,effective November 1, 2007. This regulation provides, among other things, that property developersmust pay the relevant land grant fees in full according to the provisions of the relevant land grantcontract for all land parcels under the contract before they can receive the land registration and landuse right certificates. As a result, effective November 1, 2007, property developers are not allowed tobid for a large piece of land, make partial payment, and then apply for land registration and a land useright certificate for the corresponding portion of land in order to commence development, which hadbeen the past practice in many Chinese cities. On November 18, 2009, five government authorities,including the Ministry of Finance and the MLR, issued the Notice on Further Strengthening the Incomeand Expenditure Management Relating to Land Grants（《關於進一步加強土地出讓收支管理的通知》）toregulate the management of income and expenditure on land grants and curb excessive increases in landprices. In particular, the notice requires property developers to provide a down payment of no less than50% of the land grant fee and, generally, to pay the remaining balance in installments within one year.On March 8, 2010, the MLR issued the Notice on Further Increasing the Supply and Strengthening theSupervision of Land for Property Development Purposes（《國土資源部關於加強房地產用供應和監管有關問題的通知》）, which reiterates and reinforces certain measures on land supply and land use, such asrequiring the execution of a land grant contract within 10 business days of completing the tender,auction or listing-for-sale process. All property developers who have defaulted on a land grant feepayment, leave land idle and unused, or are engaged in land speculation, or have otherwise defaulted ona land grant contract are prohibited from acquiring land for a certain period of time. On July 19, 2012,the MLR and the Ministry of Housing and Urban-Rural Development of the PRC jointly issued theUrgent Notice to Further Tighten Up Real Property Land Administration and Consolidate theAchievement of Macroeconomic Control of Real Property Market（《關於進一步嚴格房地產用地管理鞏固房地產市場調控成果的緊急通知》）, which further sets forth that the local governments are to secureresidential land supplies, especially land to be used for the development of government-subsidisedresidential units, and emphasizes that the land grant contract shall be concluded within 10 business dayson the completion of the land grant, and a down payment 50% of the land grant fee shall be paid, withthe remaining balance payable in installments within one year. As a result, property developers,including us, are required to maintain a higher level of working capital and may be restricted in theirability to expand their land reserve as planned. In addition, we cannot assure you that the PRCgovernment will not adopt any additional regulations to impose stricter payment terms for landacquisition by property developers. If this occurs, our cash flow position, financial condition orbusiness plans could be materially and adversely affected.

The total GFA of some of our developments may exceed the original permitted GFA and the excessGFA is subject to governmental approval and payment of additional land premium

The permitted total GFA for a particular development is set out in various governmentaldocuments issued at various stages. In many cases, the underlying land grant contract will specifypermitted total GFA. Total GFA is also set out in the relevant urban planning approvals and variousconstruction permits. If constructed total GFA exceeds the permitted total, or if the completeddevelopment contains built-up areas that the authorities believe do not conform to the approved plans as

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set out in relevant construction works planning permit, we may not be able to obtain the acceptance andcompliance form of construction completion（《竣工驗收備案表》）for the development, and as aconsequence we would not be in a position to deliver individual units to purchasers or to recognize therelated pre-sale proceeds as revenue. Moreover, excess GFA requires governmental approval and thepayment of additional land premium. We may also be subject to liability to purchasers under our salesand purchase agreements.

We cannot assure you that constructed total GFA for each of our existing projects underdevelopment or any future property developments will not exceed permitted total GFA for thatdevelopment, or that the authorities will not determine that all built-up areas conform to the plansapproved as set out in the construction permit. Moreover, we cannot assure you that we would havesufficient funding to pay any required additional land premium or to pay for any corrective action thatmay be required in a timely manner, or at all. Any of these circumstances may materially and adverselyaffect our reputation, business, results of operations and financial condition.

The PRC government may impose fines on us or take back our land if we fail to develop aproperty according to the terms of the land grant contract

Under PRC laws and regulations, if we fail to develop a property according to the terms of theland grant contract, including those relating to the payment of land premium, demolition andresettlement costs and other fees, the specified use of the land and the time for commencement andcompletion of the development, the PRC government may issue a warning, impose a penalty and/ortake back our land. Under current PRC laws and regulations, if we fail to pay any outstanding landgrant premium on time, we may be subject to a late payment penalty of 0.1% of the outstandingbalance for every day of delay in payment. In addition, the PRC government may impose an idle landfee equal to 20% of the land premium or allocation fees if (i) we do not commence construction formore than one year after the date specified in the relevant land grant contract, (ii) total constructedGFA is less than one-third of the total proposed GFA for the development, or (iii) the capital investedin the development is less than one-fourth of the total investment approved for the development and thedevelopment is suspended for more than one year without governmental approval. Furthermore, thePRC government has the authority to take back the land without compensation to us, if we do notcommence construction for more than two years after the date specified in the land grant contract,unless the delay is caused by force majeure or governmental action.

We cannot assure you that there will be no significant delays in the commencement ofconstruction or the development of our properties in the future, or that our developments will not besubject to idle land penalties or be taken back by the government as a result of such delays. Theimposition of substantial idle land penalties could have a material and adverse effect on our business,results of operations and financial condition. If any of our land is taken back by the government, wewould not only lose the opportunity to develop the property, but we would also lose our priorinvestments in the development, including land premiums paid and costs incurred in connection withsuch land.

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Our acquisition of companies holding land use rights may be unsuccessful and our acquisitionagreements may not provide us with sufficient protection against potential liability

We intend to continue to acquire the controlling equity interests in companies holding land userights as a means of expanding our business and land bank. See “Business – Recent Developments –Acquisition in relation to Kinghand Industrial Investment Group Co., Ltd.” and “– Acquisition inrelation to Chengdu Tongwei Industries Co., Ltd.” However, we may face strong competition during theacquisition process and we may not be successful in selecting or valuing target companies or their landappropriately. As a result, we may be unable to complete such acquisitions at reasonable cost, or at all.In addition, we may have to allocate additional capital and human resources to integrate the acquiredbusiness into our operations. We also cannot assure you that the integration of any acquired companywill be successfully completed within a reasonable period of time, or at all, or that it will generate theeconomic benefit that we expected.

Our acquisition activities expose us to various risks

As part of our business strategy, we have pursued and may continue to pursue acquisitions ofcomplementary assets and businesses. We cannot assure you that we will be able to identify additionalsuitable acquisition opportunities, negotiate acceptable terms or successfully acquire identified targets.

Our acquisition strategy involves inherent risks, including:

• unanticipated costs and assumption of liabilities and exposure to unforeseen liabilities ofacquired businesses, including, but not limited to, environmental liabilities;

• difficulties in integrating the operations and assets of the acquired business and the acquiredpersonnel;

• limitations on our ability to properly assess and maintain an effective internal controlenvironment over an acquired business in order to comply with applicable periodic reportingrequirements;

• potential losses of key employees and customers of the acquired businesses;

• risks of entering markets in which we have limited prior experience; and

• increases in our expenses and working capital requirements.

The process of integrating an acquired business may involve unforeseen costs and delays or otheroperational, technical and financial difficulties that may require a disproportionate amount ofmanagement attention and financial and other resources. Our failure to achieve consolidation savings,realize the expected synergy effect, successfully incorporate the acquired businesses and assets into ourexisting operations or minimize any unforeseen operational difficulties could have a material adverseeffect on our financial condition and results of operations.

In identifying investment projects, acquisition targets or businesses with high-growthopportunities, we may decide to acquire only a non-controlling interest in other entities and may notnecessarily embark on new business lines. Such growth opportunities involve additional risks becausewe may not have a good understanding of our business partners and/or have any proven track record inoperating the new businesses. As a result, we may not be able to operate any such acquired businessesprofitably.

In addition, we may not have sufficient capital resources to complete additional acquisitions in thefuture. We may incur substantial additional indebtedness to finance future acquisitions and we also mayissue equity securities or debt securities in connection with such acquisitions. Debt service requirementscould represent a significant burden on our results of operations and financial condition and theincurrence of additional debt may impact our ability to repay our existing Noteholders. Furthermore, wemay not be able to obtain additional financing on satisfactory terms.

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We may be required to relocate existing residents and pay demolition and resettlement costsassociated with our future property developments and such costs may increase

We may be required to undertake and pay for demolition of existing buildings and resettlement ofexisting residents with respect to some of our property developments in accordance with the relevantPRC laws and regulations. Existing owners or residents may disagree with the compensationarrangements or refuse to relocate. The administrative process to settle the amount of compensation,together with any appeals, or a refusal to relocate may significantly delay the timetable for the affecteddevelopment. Although we take into consideration the difficulties in resettlement compensationnegotiations before we enter into such contractual arrangements, the protracted resettlement processmay cause delays in the redevelopment projects, and adversely affect our plans to obtain the relevantland use rights or enter into the new markets. In addition, there is no assurance that we will be able toreach agreements for compensation and resettlement for such redevelopment projects on termssatisfactory to us or at all. Moreover, an unfavorable final determination or settlement regarding theamount of compensation payable by us may increase the cost of the development and materially andadversely affect our cash flow, business, results of operations and financial condition.

We guarantee mortgage loans of our customers and may be liable to the mortgagee banks if ourcustomers default on their mortgage payments

We pre-sell properties before construction is completed. The purchasers of our properties mayneed mortgage loans to purchase our properties, and we typically arrange for various banks to providethese mortgage loans. In accordance with market practice, the mortgagee banks require us to guaranteeour customers’ mortgage loans. Typically, our guarantee obligations for such customers’ mortgage loansare released upon the issuance of the property ownership certificate for the mortgaged property and thecompletion of the registration of the mortgage. It generally takes six months to one year after wedeliver possession of the relevant property to the purchaser for our guarantee to be released. If apurchaser defaults on a mortgage loan guaranteed by us we may have to repay the mortgage loan. If wefail to do so, the mortgagee bank may foreclose the underlying property and recover any balance fromus as the guarantor of the defaulted mortgage loan. In line with industry practice, we rely on the creditanalysis performed by the mortgagee banks in respect of individual customers and we do not conductany independent credit checks on them.

As at December 31, 2017 and 2018 and 2019 and June 30, 2020, our outstanding financialguarantees for the mortgage loans of our customers amounted to RMB29,172.1 million, RMB51,984.5million, RMB77,693.5 million and RMB82,142.7 million, respectively. During the years endedDecember 31, 2017 and 2018 and 2019 and the six months ended June 30, 2020, we did not experienceany instances where we had to honor any material guarantee obligations as a result of a failure by ourcustomers to repay their mortgage loans. However, if we are required to honor our guarantees, ourresults of operations and financial position may be materially and adversely affected.

We may be adversely affected by the performance of third-party contractors

We engage third-party contractors to provide various services, including design, pile setting,foundation digging, construction, equipment installation, interior decoration, electromechanicalengineering, pipeline engineering and elevator installation. During the years ended December 31, 2017and 2018 and 2019 and the six months ended June 30, 2020, payments to third-party contractorsaccounted for all of our total construction costs. During the years ended December 31, 2017 and 2018and 2019 and the six months ended June 30, 2020, we engaged over 380 independent third-partycontractors, who carried out property construction and subcontracted various works to independentthird-party subcontractors. We endeavor to employ construction contractors with good reputations,strong track records, and adequate financial resources. We also adopt and follow our own qualitycontrol procedures and routinely monitor works performed by third-party contractors. However, wecannot assure you that any third-party contractor will provide services that satisfy our required standardof quality or in a timely manner. If the performance of any third-party contractor is not satisfactory orcompleted in a timely manner, we may need to replace that contractor or take other remedial actions,which could increase the cost and lengthen the time required to complete the work and the wholeproject. In addition, we are expanding our business into other regional markets in China, and there maybe a shortage of contractors that meet our quality and timing requirements in such markets. Moreover,

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contractors may undertake projects for other developers, engage in risky or unsound practices orencounter financial or other difficulties, which may affect their ability to complete their work for us ontime or within budget. Any of the above factors could have a material and adverse effect on ourreputation, business, results of operations and financial condition.

Disputes with joint venture partners or our project development partners may adversely affect ourbusiness

Historically, we have developed our property projects primarily through our wholly-ownedsubsidiaries. However, in recent years, we began to develop a number of projects through joint venturearrangements with independent third parties, such as real estate funds and other property developers,although our ability to develop future projects through joint venture arrangements with independentthird parties may also be affected by our obligations under the Notes. See also “− Risks Relating to theNotes – Our operations are restricted by the terms of the Notes, which could limit our ability to planfor or to react to market conditions or meet our capital needs, which could increase your credit risk”.

Our joint venture partners or project development partners may:

� have economic or business interests or goals that are inconsistent with ours;

� take actions contrary to our instructions or requests or contrary to our policies or objectives;

� be unable or unwilling to fulfill their obligations under the relevant joint venture orcooperation agreements; or

� have financial difficulties and expose us to potential credit risk.

In addition, some of the joint venture agreements with our partners may contain provisions thatwould require all shareholders to consent to before certain actions can be taken in relation to theproject.

Furthermore, any actual or perceived deterioration in the reputation of our joint venture partnerscould have an adverse impact on our business operations, profitability and prospects. In addition, adisagreement with any of our joint venture partners or project development partners in connection withthe scope or performance of our respective obligations under the project or joint venture or cooperationarrangement could affect our ability to develop or operate a property. Our joint venture partners orproject development partners may be unable or unwilling to perform their obligations under the relevantagreements, including their obligation to make required capital contributions and shareholder loans,whether as a result of financial difficulties or otherwise. A serious dispute with our joint venturepartners or project development partners or the early termination of our joint venture or cooperationarrangements could adversely affect our business, financial condition and results of operations andwould divert resources and management’s attention.

Our success depends on the continued services of our senior management team

Our success and growth depend on Mr. Guo Zi Wen, one of our founders and chairman, and thecontinued services of our executive Directors and other members of our senior management team. Theyhave extensive experience in the PRC real estate industry, and in-depth knowledge of various aspects ofproperty development, strategic planning and business management. We cannot assure you that Mr.Guo, any executive director or any member of senior management will be willing or able to continue inhis or her present position or that we will be able to find and hire a suitable replacement if he or she isrecruited by a competitor or departs to start a competing business. Moreover, along with our steadygrowth and expansion into other regional markets in China, we will need to employ, train and retainadditional suitable skilled and qualified management and employees from a wider geographical area. Ifwe cannot attract and retain suitable personnel, our business and future growth may be materially andadversely affected.

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Our Controlling Shareholders may take actions that conflict with the best interests of our othershareholders

As of the date of this offering memorandum, Mr. Guo Zi Wen and his spouse, Ms. Jiang Miner(together, the “Controlling Shareholders”), beneficially held a 55.00% interest in our Company. Out ofthis 55.00% interest, Mr. Guo Zi Ning (the brother of Mr. Guo Zi Wen) and his spouse, Ms. SuChaomei, hold a deemed effective interest of approximately 5.16% of the Company. Together, theControlling Shareholders, Mr. Guo Zi Ning and Ms. Su Chaomei have substantial control over ourissued share capital. Accordingly, subject to our Memorandum and Articles of Association and theCompanies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, theControlling Shareholders, together with Mr. Guo Zi Ning and Ms. Su Chaomei, by virtue of theircontrolling ownership of our share capital as well as their position on our board of directors (the“Board”), will be able to exercise significant control or exert significant influence over our business orotherwise on matters of significance to us and other shareholders by voting at the general meetings ofshareholders or at Board meetings, including:

� election of directors;

� selection of senior management;

� amount and timing of dividend payments and other distributions;

� acquisition of or merger with another entity;

� overall strategic and investment decisions;

� issuance of securities and adjustment to our capital structure; and

� amendments to our Memorandum and Articles of Association.

The interests of the Controlling Shareholders, together with Mr. Guo Zi Ning and Ms. SuChaomei, may differ from the interests of our Company and our other shareholders, and the ControllingShareholders, together with Mr. Guo Zi Ning and Ms. Su Chaomei, are free to exercise their votesaccording to their interests. You should note that the Controlling Shareholders, together with Mr. GuoZi Ning and Ms. Su Chaomei, have substantial business interests in land and property projects that maycompete with our business. Under such circumstances, to the extent the interests of the ControllingShareholders, together with Mr. Guo Zi Ning and Ms. Su Chaomei, conflict with the interests of ourCompany and our other shareholders, the value of your investments in the Notes may be adverselyaffected.

A deterioration in our brand image could adversely affect our business

We rely to a significant extent on our brand name and brand image, “Aoyuan” (“奧園”). Anynegative incident or negative publicity concerning us or our property developments could adverselyaffect our reputation and business. In addition, although we are a well-known brand in the Guangdongprovince, we are less well known in other regions in China. Brand value is based largely on subjectiveconsumer perceptions and can be damaged by isolated incidents that reduce consumer trust. Consumerdemand for our products and our brand value could diminish significantly if we fail to preserve thequality of our products, or fail to deliver a consistently positive consumer experience in each of ourcomplexes, or if we are perceived to act in an unethical or socially irresponsible manner.

In addition, our efforts to protect our brand name may not be adequate, and we may be unable toidentify any unauthorized use of our brand name or to take appropriate steps to enforce our rights on atimely basis. Our brand could be misappropriated or misused in the future. If the registration of any ofour relevant trademarks in the PRC cannot be completed, we will not be able to have adequateprotection against unauthorized use or infringement of our brand name committed by any third parties.Any unauthorized use or infringement of our brand name may impair the value we have built in ourbrand name, damage our reputation and materially and adversely affect our business and results ofoperations.

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We may be involved from time to time in disputes, administrative, legal and other proceedingsarising out of our operations or subject to fines and sanctions in relation to our non-compliancewith certain PRC laws and regulations, and may face significant liabilities as a result

We may be involved in disputes with various parties involved in the construction, developmentand the sale of our properties, including contractors, suppliers, construction workers, original ownersand residents, partners and purchasers. These disputes may lead to protests, legal or other proceedingsand may result in damage to our reputation, incurrence of substantial costs and the diversion ofresources and management’s attention. For example, purchasers of our properties may claim or filelegal actions against us on the ground that our marketing materials are inaccurate or misleading, or thatour planning and development of the relevant project is inconsistent with our representations andwarranties. These disputes and legal and other proceedings may materially and adversely affect ourreputation, business, results of operations and financial condition. The judicial process of releasing theseizure of properties may decrease the time we devote to normal and customary operating functions. Inaddition, we may have compliance issues with regulatory bodies in the course of our operations, whichmay subject us to administrative proceedings and unfavorable decrees that result in liabilities and causedelays to our property developments. If we fail to comply with any applicable PRC laws or regulations,our reputation and our business, results of operations and financial condition may be materially andadversely affected.

In addition, if our PRC subsidiaries fail to fully comply with PRC laws and regulations, includingthose in relation to registered share capital, business licenses, operation permits and articles ofassociation of these PRC subsidiaries, their operations may be adversely affected if they are subject tofines or sanctions imposed by PRC authorities as a result.

We may suffer certain losses not covered by insurance

There is no mandatory provision under the PRC laws, regulations and government rulespromulgated by the PRC central government which requires a property development or managemententerprise to take out insurance policies for its real estate developments or management. In accordancewith what we believe to be industry practice, we do not carry comprehensive insurance against allpotential losses or damages with respect to our properties before their delivery to customers, nor do wemaintain insurance coverage against liability from tortious acts, property damage or personal injuryrelating to the construction and maintenance of our properties. Although we expect our third-partyconstruction companies to maintain appropriate insurance coverage, we cannot assure you that theirinsurance would cover or be sufficient to satisfy all claims, or that we would not be sued or held liablefor damages notwithstanding their insurance coverage. Moreover, there are certain losses for whichinsurance is not available on commercially practicable terms in China, such as losses suffered due toearthquake, typhoon, flooding, war and civil disorder. If we suffer from any losses, damages orliabilities in the course of our business, we may not have sufficient financial resources to cover suchlosses, damages or liabilities or to satisfy our related obligations. Any payment we make to cover anylosses, damages or liabilities may have a material and adverse effect on our business, results ofoperations and financial condition.

We may need to adjust the valuation of our properties held for sale from time to time in responseto market conditions and conditions of such properties, and any significant decrease in suchvaluation may materially and adversely impact our profitability

We are required to reassess the fair value of our properties held for sale at every balance sheetdate for which we issue financial statements. Although we make a comprehensive sales plan based onthe condition, type and characteristic of each property in an effort to maximize its value, due to marketconditions and conditions of the properties, some of our properties are held for more than two or threeyears. As a result, we need to reassess the fair value of such properties annually and make accountingadjustments accordingly. The amount of revaluation adjustments has been, and will continue to be,subject to market fluctuations. Changes in the market conditions may cause significant decrease in thevaluation of our properties held for sale in the future. In particular, the fair value of our properties heldfor sale could decline in the event that our industry experience a downturn as a result of PRC

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government regulatory policies or a global economic downturn. All these factors are beyond ourcontrol. Any significant decrease in the fair value of our properties held for sale may materially andadversely impact our profitability.

Our results of operations may vary significantly from period to period

Our results of operations tend to fluctuate from period to period. The number of properties thatwe can develop or complete during any particular period is limited due to substantial capitalrequirements for land acquisition, planning and design and construction, as well as limited land suppliesand the often lengthy development period before positive cash flows can be generated. In addition, inrecent years, we commenced development of larger-scale property developments which progress throughdifferent phases over the course of several years. Typically, selling prices of properties in suchlarger-scale property developments tend to increase as the overall development approaches completion,thus offering a more established residential community to purchasers. In general, commercial propertiescommand higher selling prices than residential properties. Accordingly, the proportion of commercialand residential properties sold in any given year may affect our revenue from period to period.Additionally, selling prices of properties vary and are largely determined by local market conditions.Although our properties are developed under the standardized operational model, the average sellingprice for properties in the same series may vary from city to city, which may affect our business,results of operations and financial condition. Seasonal variations may cause further fluctuations in ourinterim revenue and profits. Our delivery of properties is generally more concentrated in the secondhalf of a year, with the lowest number of deliveries in the first quarter because of the spring festival, orChinese New Year, celebrations in January and February. In addition, we recognize proceeds from thesale of a property as revenue only upon the delivery of the property. Therefore, our revenue and profitduring any given period reflects the quantity of properties delivered during that period and are affectedby any peaks or troughs in our property delivery schedule and may not be indicative of the actualdemand for our properties or sales achieved during that period. In light of the above, we believe thatperiod-to-period comparisons of our results of operations may not be as meaningful as they would befor a business with mostly recurring revenue from period to period.

Our profit margin is sensitive to fluctuations in the cost of construction materials

Construction costs comprise one of the predominant components of our cost of sales. Constructioncosts encompass all costs for the design and construction of a project, including payments to third-partycontractors, costs of construction materials, foundation and substructure, fittings, facilities for utilitiesand related infrastructure such as roads and pipelines. Historically, construction material costs havebeen the principal driver of the construction costs of our property development projects, with the costof third-party contractors remaining relatively stable. However, as the construction material costs areoften included in the construction costs paid to our contractors, it has been difficult for us to estimatesuch costs.

Construction costs may fluctuate as a result of the price volatility of construction materials suchas steel and cement. In line with industry practice, if there is a significant price fluctuation (dependingon the specific terms of each contract), we will be required to renegotiate existing constructioncontracts to top up payment to, or receive refund from, the contractors, depending on the pricemovement. Additionally, should our existing contractors fail to perform under their contracts, we maybe required to pay more to other contractors under replacement contracts. Our profit margin is sensitiveto changes in the market prices for construction materials and our profit margins will be adverselyaffected if we are not able to pass all of the increased costs on to our customers.

Our profitability may be affected by interim and annual revaluations of our investment propertiesas required by International Accounting Standards (“IAS”)

We are required to reassess the fair value of our investment properties upon completion and atevery balance sheet date for which we issue financial statements thereafter. Our valuations will bebased on market prices or alternative valuation methods, such as through discounted cash flow analysisbased on estimated future cash flows. In accordance with IAS 40 “Investment Property”, we mustrecognize changes to the fair value of our property as a gain or loss (as applicable) in our incomestatements. Fair value gains or losses do not, however, change our cash position as long as the relevant

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investment properties are held by us and accordingly do not increase or decrease our liquidity in spiteof the increased or decreased profitability attributable to any fair value gains or losses. The amount ofrevaluation adjustments have been, and may continue to be, significantly affected by the prevailingproperty market conditions and may be subject to market fluctuations. Macroeconomic factors,including economic growth rate, interest rate, inflation rate, urbanization rate and disposable incomelevel, in addition to any government regulations, can substantially affect the fair value of ourinvestment properties and affect the supply and demand in the PRC property market. All these factorsare beyond our control. We cannot assure you that there will not be any material adjustment of the fairvalue of our investment properties in the future. Any decrease in the fair value of our investmentproperties will reduce our profits and adversely affect our results of operations.

We may not be able to continue to attract and maintain key tenants for our commercial complexes

Our retail properties compete for tenants with a number of other retail properties in thesurrounding areas due to a wide range of factors, including location, appearance, age, constructionquality, maintenance and design. We also compete for tenants on the basis of rent levels and other leaseterms. We seek to maintain the quality and attractiveness of our retail complexes by securing long-termpartnerships with domestic and foreign retailers across a wide spectrum of industries. However, wecannot assure you our existing and prospective tenants will not move into the properties of ourcompetitors. Our leases may include short-term leases, rental income from our properties is sensitive tomarket fluctuations. As a result, we may lose current and potential tenants to our competitors and havedifficulty renewing leases or entering into new leases. An increase in the number of competingproperties, particularly in close proximity to our properties, could increase competition for tenants,reduce the relative attractiveness of our properties and force us to reduce additional costs to improvethe appearance of our properties. If we are not able to consistently compete effectively for commercialtenants with other property developers or operators, our occupancy rates may decline. If we fail toattract well-known retailers as our tenants or maintain our existing anchor tenants, the attractivenessand competitiveness of our integrated retail and residential complexes may be adversely affected. Thisin turn could have a material adverse effect on our business, reputation, results of operations andfinancial position.

The illiquidity of property investments and the lack of alternative uses for investment propertiescould limit our ability to respond to adverse changes in the performance of our properties

As investment properties are, in general, relatively illiquid, our ability to promptly sell them inresponse to changing economic, financial and investment conditions is limited. The real estate market isaffected by many factors, such as general economic conditions, availability of financing, interest ratesand other factors, including supply and demand, that are beyond our control. We cannot predict whetherwe will be able to sell any of our investment properties for the price or on the terms set by us, orwhether any price or other terms offered by a prospective purchaser would be acceptable to us. We alsocannot predict the length of time needed to find a purchaser and to close a sale in respect of aninvestment property. Should we decide to sell a property subject to a management agreement or tenancyagreement, we may have to obtain consent from, or pay termination fees to, our management partnersor our anchor retail tenants.

In addition, investment properties are not readily convertible to alternative uses if they becomeunprofitable due to competition, age, decreased demand or other factors. The conversion of investmentproperties to alternative uses would generally require substantial capital expenditures. In particular, wemay be required to expend funds to maintain properties, correct defects or make improvements beforean investment property can be sold. We cannot assure you that we will have funds available for thesepurposes. These factors and any other factors that would impede our ability to respond to adversechanges in the performance of our investment properties could affect our ability to retain tenants and tocompete with other market participants, as well as affecting our results of operations.

Potential liability for environmental damages could result in substantial cost increases

We are subject to a variety of laws and regulations concerning the protection of health and theenvironment. The particular environmental laws and regulations that apply to any given projectdevelopment site vary according to the site’s location, the site’s environmental condition, the present

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and former uses of the site and the nature and former uses of adjoining properties. Compliance withenvironmental laws and regulations may result in delays in development and substantial costs and mayprohibit or severely restrict project development activity in environmentally sensitive regions or areas.Under PRC laws and regulations, we are required to submit an environmental impact assessment reportto the relevant governmental authorities for approval or file with such authorities before commencingconstruction of any project.

Although the environmental inspections conducted by the relevant PRC environmental protectionagencies to date have not revealed any environmental violations that we believe would have a materialadverse effect on our business, results of operations or financial condition, there may be potentialmaterial environmental liabilities of which we are unaware. In addition, our operations could result inenvironmental liabilities or our contractors could violate environmental laws and regulations in theiroperations that may be attributed to us. For more information, see “Business – Property Development –Environmental Matters”.

Risks Relating to the Real Estate Industry in the PRC

The PRC government may adopt further measures to slow down the growth in the property sector

Along with the economic growth in China, investments in the property sector have increasedsignificantly in the past few years. In response to concerns over the increase in property investments,the PRC government introduced various policies and measures to curtail property developments,including:

� requiring real estate developers to finance, with their internal resources, at least 35% of thetotal investment (excluding affordable housing projects);

� limiting the monthly mortgage payment to 50% of an individual borrower’s monthly incomeand limiting all monthly debt service payments of an individual borrower to 55% of his orher monthly income;

� suspending land supply for villa construction and restricting land supply for high-endresidential property construction;

� requiring that at least 70% of the land supply approved by any local government forresidential property development during any given year must be used for developing low- tomedium-cost and small- to medium-size units for sale or as low-cost rental properties;

� requiring that at least 70% of the total development and construction area of residentialprojects approved or constructed on or after June 1, 2006 in any administrative jurisdictionmust consist of units with a unit floor area of less than 90 sq.m. and that projects whichhave received project approvals prior to this date but have not obtained construction permitsmust adjust their planning in order to comply with this new requirement, with the exceptionthat municipalities under direct administration of the PRC central government and provincialcapitals and certain cities may deviate from such ratio under special circumstances uponapproval from MOHURD;

� increasing the minimum amount of down payment from 20% to 30% of the purchase priceof the underlying property if the underlying property has a unit floor area of 90 sq.m. ormore;

� requiring any first-time home owner to pay the minimum amount of down payment of 30%of the purchase price of the underlying property;

� requiring any second-time home buyer to pay an increased minimum amount of downpayment of 60% of the purchase price of the underlying property and an increased minimummortgage loan interest rate of no less than 110% of the relevant PBOC benchmark one-yearbank lending interest rate;

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� for a commercial property buyer, (i) requiring banks not to finance any purchase of pre-soldproperties, (ii) increasing the minimum amount of down payment to 50% of the purchaseprice of the underlying property, (iii) increasing the minimum mortgage loan interest rate to110% of the relevant PBOC benchmark one-year bank lending interest rate, and (iv) limitingthe terms of such bank borrowings to no more than 10 years, with commercial banksallowed flexibility based on their risk assessment;

� for a buyer of commercial/residential dual-purpose properties, increasing the minimumamount of down payment to 45% of the purchase price of the underlying property, with theother terms similar to those for commercial properties;

� limiting the grant or extension of revolving credit facilities to property developers that holda large amount of idle land and vacant commodity properties;

� imposing more restrictions on the types of property developments that foreign investmentsmay engage in;

� imposing or increasing taxes on short-term gains from second-hand property sales;

� restricting foreign investment in the property sector by, among other things, increasingregistered capital and other requirements for establishing FIREEs, tightening foreignexchange control and imposing restrictions on purchases of properties in China by foreignpersons;

� requiring commercial banks to suspend mortgage loans to customers for purchase of a thirdor further residential property, or to non-residents who cannot provide proof of local tax orsocial security insurance payments for more than a one-year period;

� adjusting the benchmark one-year lending rate published by PBOC. For the year endedDecember 31, 2010, the benchmark one-year lending rate was 5.81%. On July 7, 2011, therate was 6.56% and on July 6, 2012, the rate was 6.00%. The current PBOC benchmarkone-year lending rate is 4.35% and has been effective since October 24, 2015; and

� adjusting the PBOC Renminbi deposit reserve requirement ratio for all PRC deposit takingfinancial institutions 17 times between 2011 and 2018. The current PBOC Renminbi depositreserve requirement ratio is 14.00% for usual large-sized financial institutions and 12.00%for usual small-and medium-sized financial institutions and have been effective since January15, 2019. On August 25, 2019, PBOC issued the Announcement of the People’s Bank ofChina No.16 [2019] under which, starting from October 8, 2019, new commercial individualhousing loans should be priced by adding basis points to the latest monthly loan prime rate(LPR) of corresponding maturity. The basis points added should conform to the national andlocal housing credit policy requirements, reflect the loan risk profile, and remain fixedduring the contract period. The interest rate of first-time commercial individual housingloans should not be lower than the LPR of corresponding maturity, and the interest rate ofsecond-time commercial individual housing loans not be lower than the LPR ofcorresponding maturity plus 60 basis points.

We cannot assure you that the PRC government will not change or modify these temporarymeasures in the future. For more information on the various restrictive measures taken by the PRCgovernment, see “Regulation”. These measures may limit our access to capital resources, reduce marketdemand for our products and increase our operating costs in complying with these measures. We cannotassure you that the PRC government will not adopt additional and more stringent measures in thefuture, such as requiring real estate developers to deleverage, nor that we will be able to anticipate andmake provision for such developments in advance, which could further slow down propertydevelopment in China and adversely affect our business and prospects.

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The property industry in China is still at a relatively early stage of development, and there is asignificant degree of uncertainty in the market as a whole

Private ownership of property in China is still at a relatively early stage of development. Demandfor private residential property has been increasing rapidly in recent years. However, increased demandhas often been coupled with volatile market conditions and fluctuations in prices. Numerous factorsmay affect the development of the market and, accordingly, it is very difficult to predict when and howmuch demand will develop. Limited availability of accurate financial and market information and thegeneral low level of transparency in China contribute to overall uncertainty. Investors may bediscouraged from acquiring new properties due to the lack of a liquid secondary market for residentialproperties. In addition, the limited amounts and types of mortgage financing available to individuals,together with the lack of long-term security of legal title and enforceability of property rights, may alsoinhibit demand for residential property. Finally, the risk of over-supply is increasing in parts of Chinawhere property investment, trading and speculation have become more active. If, as a result of any oneor more of these or similar factors, demand for residential property or market prices declinesignificantly, our business, results of operations and financial condition may be materially and adverselyaffected.

Increasing competition in the PRC, particularly in the Pearl River Delta region, Guangxiprovince, Liaoning province, Hunan province and Chongqing, may adversely affect our businessand financial condition

In recent years, a large number of property developers have undertaken property development andinvestment projects, particularly in the Pearl River Delta region, Guangxi province, Liaoning province,Hunan province and Chongqing. The intensity of the competition among property developers in thePearl River Delta region, Guangxi province, Liaoning province, Hunan province and Chongqing andother parts of the PRC for land, financing, raw materials and skilled management and labor resourcesmay result in increased cost for land acquisition and construction, a decrease in property prices anddelays in the government approval process. An over-supply of properties available for sale could alsodepress the prices of the properties we sell and may adversely affect our business, financial conditionand results of operations.

In addition, the property markets in the Pearl River Delta region, Guangxi province, Liaoningprovince, Hunan province and Chongqing and elsewhere in the PRC are rapidly changing.Macroeconomic measures have recently been adopted by the PRC government in an attempt to slow therapid growth of the PRC’s economy and deter investment in fixed assets, including real estate assets. Ifwe cannot respond to changes in market conditions in the Pearl River Delta region, Guangxi province,Liaoning province, Hunan province and Chongqing or elsewhere or react to changes in customerpreferences more swiftly or more effectively than our competitors, our business, results of operationsand financial condition could be adversely affected.

Our pre-sales of properties are subject to government regulations and may fail to grow athistorical growth rates, decline or even be terminated, which may adversely affect our revenue,cash flow and results of operation

We rely on cash flows from contracted pre-sales of properties as an important source of fundingfor our business. For the years ended December 31, 2017 and 2018 and 2019 and for the six monthsended June 30, 2019 and 2020, our unaudited contracted sales amounted to approximately RMB45.6billion, RMB91.3 billion, RMB 118.06 billion, RMB53.63 billion and RMB50.87 billion, respectively.Although we recorded unaudited contracted sales of approximately RMB 118.06 billion for the yearended December 31, 2019, an increase of approximately 29% compared to the same period in 2018, wecannot assure you that we will be able to maintain the historical growth of our contracted sales, whichmay result from a weaker real estate market, economic downturn or more stringent regulations.

Under current PRC laws and regulations, property developers must fulfill certain conditions beforethey can commence pre-sales of the relevant properties and pre-sales proceeds may only be used tofinance the related development. Various PRC authorities and regulators have publicly called for thediscontinuance or abolishment of pre-sales, or the imposition of tighter regulations on such practice. Wecannot assure you that the PRC governmental authority will not ban the practice of pre-selling

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uncompleted properties or implement further restrictions on the pre-sale of properties, such as imposingadditional conditions for a pre-sale permit or further restrictions on the use of pre-sale proceeds.Proceeds from the pre-sale of our properties are an important source of financing for our propertydevelopments. Consequently, any restriction on our ability to pre-sell our properties, including anyincrease in the amount of up-front expenditure we must incur prior to obtaining the pre-sale permit,would extend the time period required for recovery of our capital outlay and would result in ourneeding to seek alternative means to finance the various stages of our property developments. This, inturn, could have an adverse effect on our revenue, cash flow and results of operations.

We are exposed to contractual and legal risks related to pre-sales

We depend on cash flows from pre-sales of properties as an important source of funding for ourproperty developments. We face risks relating to the pre-sale of properties. For example, we may findourselves liable to the purchasers for their losses if we pre-sell units in a property development and failto complete that development. If we fail to complete a pre-sold property on time, our purchasers mayclaim compensation for late delivery pursuant to either their contracts with us or relevant PRC laws andregulations. If our delay extends beyond a specified period, our purchasers may terminate their pre-salecontracts and claim for compensation. A purchaser may also terminate his or her contract with us if theGFA of the relevant unit, as set out in the individual property ownership certificate, deviates by morethan 3% from the GFA of that unit set out in his or her contract. We cannot assure you that we will notexperience delays in the completion and delivery of our projects, nor that the GFA for a delivered unitwill not deviate by more than 3% from the GFA set out in the relevant contract in every instance. Anytermination of the purchase contract as a result of our late delivery of properties or deviation from theGFA set out in such contract may have a material adverse effect on our business, financial conditionand results of operations.

The terms on which mortgage loans are available, if at all, may affect our sales

A majority of the purchasers of our properties rely on mortgages to finance their purchases. Anincrease in interest rates may significantly increase the cost of mortgage financing and affect theaffordability of residential properties. In addition, the PRC government and commercial banks may alsoincrease the down payment requirement, impose other conditions or otherwise change the regulatoryframework in a manner that would make mortgage financing unavailable or unattractive to potentialproperty purchasers. The relevant PRC government authorities may impose various conditions or adjustthe threshold of mortgage loans in accordance with the property market conditions. See “Regulation –Real Estate Financing”. If the availability or attractiveness of mortgage financing is reduced or limited,many of our prospective customers may not be able to purchase our properties and, as a result, ourbusiness, liquidity and results of operations could be materially and adversely affected.

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In line with industry practice, we provide guarantees to banks for mortgages they offer to ourpurchasers up until we complete the relevant property and the individual property ownership certificateswith respect to the relevant properties are issued to our purchasers and the mortgage registrations forthe relevant properties have been completed. If there are changes in laws, regulations, policies andpractices that would prohibit property developers from providing guarantees to banks in respect ofmortgages offered to property purchasers and the banks would not accept any alternative guarantees bythird parties, or if no third party is available or willing in the market to provide such guarantees, it maybecome more difficult for property purchasers to obtain mortgages from banks and other financialinstitutions during sales and pre-sales of our properties. Such difficulties in financing could result in asubstantially lower rate of sale and pre-sale of our properties, which would materially and adverselyaffect our cash flow, financial condition and results of operations.

The property development business is subject to claims under statutory quality warranties

Under Regulations on the Administration of Quality of Construction Works（《建設工程質量管理條例》）, all property development companies in the PRC must provide certain quality warranties for theproperties they construct or sell. We are required to provide these warranties to our customers.Generally, we receive quality warranties from our third-party contractors with respect to ourdevelopment projects. If a significant number of claims are brought against us under our warranties andif we are unable to obtain reimbursement for such claims from third-party contractors in a timelymanner or at all, or if the money retained by us to cover our payment obligations under the qualitywarranties is not sufficient, we could incur significant expenses to resolve such claims or face delays incorrecting the related defects, which could in turn harm our reputation and have a material and adverseeffect on our business, financial condition and results of operations.

Risks Relating to the PRC

PRC economic, political and social conditions, as well as governmental policies, could affect ourbusiness and prospects

The PRC economy differs from the economies of most of the developed countries in manyaspects, including:

� the amount and degree of the PRC government involvement;

� growth rate and degree of development;

� uniformity in the implementation and enforcement of laws;

� content of and control over capital investment;

� control of foreign exchange; and

� allocation of resources.

The PRC economy has been transitioning from a centrally planned economy to a moremarket-oriented economy. For approximately three decades, the PRC government has implementedeconomic reform measures to utilize market forces in the development of the PRC economy. Inaddition, the PRC government continues to play a significant role in regulating industries and theeconomy through policy measures. We cannot predict whether changes in PRC economic, political orsocial conditions and in PRC laws, regulations and policies will have any adverse effect on our currentor future business, financial condition or results of operations.

In addition, many of the economic reforms carried out by the PRC government are unprecedentedor experimental and are expected to be refined and improved over time. Other political, economic andsocial factors may also lead to further adjustments of the reform measures. This refining and adjustmentprocess may not necessarily have a positive effect on our operations and business development. Forexample, the PRC government has in the past implemented a number of measures intended to slowdown certain segments of the economy that the government believed to be overheating, including the

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real estate industry. These measures have included restricting foreign investment in certain sectors ofthe real estate industry, raising benchmark interest rates of commercial banks, reducing currency supplyand placing additional limitations on the ability of commercial banks to make loans by raising bankreserves against deposits and raising the thresholds and minimum loan interest rates for residentialmortgages. These actions, as well as future actions and policies of the PRC government, could cause adecrease in the overall level of economic activity, and in turn have a material and adverse impact onour business and financial condition.

Our business is subject to extensive governmental regulation and, in particular, we are susceptibleto policy changes in the PRC property sector

Our business is subject to extensive governmental regulation and the macroeconomic controlmeasures implemented by the PRC government from time to time. As with other PRC propertydevelopers, we must comply with various requirements mandated by PRC laws and regulations,including the policies and procedures established by local authorities designated to implement such lawsand regulations. In particular, the PRC government exerts considerable direct and indirect influence onthe development of the PRC property sector by imposing industry policies and other economicmeasures, such as control over the supply of land for property development, control of foreignexchange, property financing, taxation and foreign investment. Through these policies and measures, thePRC government may restrict or reduce the land available for property development, raise thebenchmark interest rates of commercial banks, place additional limitations on the ability of commercialbanks to make loans to property developers and property purchasers, impose additional taxes and levieson property sales and restrict foreign investment in the PRC property sector. In November 2010, thePRC Ministry of Commerce (“MOFCOM”) promulgated the Notice on Strengthening Administration ofthe Approval and Registration of Foreign Investment into Real Estate Industry（《關於加強外商投資房地產業審批備案管理的通知》）, which provides that, among other things, if a real estate enterprise isestablished in China with overseas capital, it is prohibited from purchasing and/or selling real estateproperties completed or under construction for arbitrage purposes. The local MOFCOM authorities arenot permitted to approve investment companies to engage in real estate development and management.On June 24, 2014, MOFCOM and SAFE jointly issued the “Circular on Improving the Record- filingfor Foreign Investment in Real Estate”（《關於改進外商投資房地產備案工作的通知》）, effective on August 1,2014. According to this circular, the provincial branch of MOFCOM instead of MOFCOM will be incharge of the filing work of the foreign-invested real estate enterprises.

On November 11, 2015, MOFCOM and SAFE jointly issued the “Circular on Further Improvingthe Record-filing for Foreign Investment in Real Estate”（《關於進一步改進外商投資房地產備案工作的通知》）which was abolished on January 1, 2020, pursuant to which the record-filing procedure wascanceled. Restrictions imposed by the PRC government on foreign investment in the property sectormay affect our ability to make further investments in our PRC subsidiaries and, as a result, may limitour business growth and have an adverse effect on our business, financial condition and results ofoperations.

The PRC government recently announced a series of other measures designed to stabilize thegrowth of the PRC economy and certain specific sectors, particularly the property market, to a moresustainable level.

� On January 26, 2011, the General Office of the State Council issued the Notice concerningFurther Strengthening the Macroeconomic Control of the Real Property Market（《關於進一步做好房地產市場調控工作有關問題的通知》）, which, among other things, raised the minimumdown payment for second house purchases from 50% to 60%, with the minimum lendinginterest rate at 110% of the benchmark rate. Furthermore, many cities have promulgatedmeasures to restrict the number of houses one family is allowed to newly purchase in orderto implement the aforesaid notice, such as Guangzhou, Tianjin, Beijing, Shanghai, Suzhou,Qingdao, Jinan, Chengdu and Foshan. In order to implement the central government’srequirement, other cities in China where our property projects are located may also issuesimilar restrictive measures in the near future which may have adverse effects on ourbusiness.

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� The State Council also recently approved, on a trial basis, the launch of a new property taxscheme in selected cities. The detailed measures will be formulated by the governments ofthe pilot provinces, autonomous regions or municipalities directly under the centralgovernment. On January 27, 2011, the governments of Shanghai and Chongqing issued theirrespective measures for implementing pilot property tax schemes, which became effective onJanuary 28, 2011. These two governments may issue additional measures to tighten the levyof property tax. According to the Circular Regarding the Opinion Concerning the Key Issuesof Economic Structure Reform in 2013（《批轉發展改革委關於2013年深化經濟體制改革重點工作意見的通知》）. the Circular Regarding the Opinion Concerning the Key Issues of EconomicStructure Reform in 2015（《批轉發展改革委關於2015年深化經濟體制改革重點工作意見的通知》）and the Circular Regarding the Opinion Concerning the Key Issues of Economic StructureReform in 2016（《批轉發展改革委關於2016年深化經濟體制改革重點工作意見的通知》）, issued bythe State Council on May 18, 2013, May 8, 2015 and March 25, 2016, respectively, thescope of such pilot property tax schemes shall be expanded to more cities or districts, newtax policies will be implemented and value added tax takes place of business tax in theindustry of real property. The imposition of property tax on commodity properties willincrease the purchasing cost of properties and is expected to have a negative impact on thedemand for properties in China, which in turn could have a material adverse effect on ourbusiness, financial condition and results of operations. We cannot assure you that propertydevelopment and investment activities will continue at past levels or that there will not bean economic downturn in the property markets in the regions and cities where we operate.

� On March 8, 2011, the China Banking Regulation Committee (“CBRC”) issued the Noticeon Promoting Housing Financial Services and Strengthening Risk Management（《中國銀監會辦公廳關於做好住房金融服務加強風險管理的通知》）, which stipulates that, in handling theindividual housing loan business, financial institutions must strictly implement the provisionthat, with respect to families that purchase second residential properties through a loan, thedown payment may not be less than 60%, and the loan interest rate may not be less than 1.1times the benchmark rate.

� On July 12, 2011, the State Council announced the PRC government’s intention to imposeausterity measures on second-and third-tier cities. The State Council ordered the Ministry ofConstruction to compile a list of the specific second- and third-tier cities that will beaffected by the austerity measures. If austerity measures on second- and third-tier cities areimplemented, particularly in second- and third-tier cities where we have property projects orplan to have property projects, our business, financial condition and operating results may bematerially and adversely affected.

� On March 30, 2015, the Ministry of Finance (the “MOF”) and the State Administration ofTaxation (“SAT”) issued the Notice of the Ministry of Finance and the State Administrationof Taxation on Adjustments to Policies on Business Tax on Transfer of Housing byIndividuals（《關於調整個人住房轉讓營業稅政策的通知》）, which stipulates that sale of housingpurchased less than two years by individuals shall be subject to business tax on the fullamount of the sale; sale of non-ordinary housing purchased two or more years ago(including two years) shall be subject to business tax on the balance of sale revenue lesspurchase price of the housing; sale of ordinary housing purchased two or more years ago(including two years) shall be exempt from business tax.

� In addition, since late 2010 certain local governments, including those in Shenzhen, Foshan,Guangzhou, Hangzhou, Shanghai, Shenyang and Wuhan, have also implemented localregulatory and austerity measures affecting our industry. If local regulatory and austeritymeasures continue and/or are widened in scope or to more localities where we have propertyprojects or plan to have property projects, our business, financial condition and operatingresults may be materially and adversely affected.

On July 19, 2012, the Ministry of Land and Resources and the Ministry of Housing andUrban-Rural Development (“MOHURD”) jointly issued the Urgent Notice to Further Tighten up RealProperty Land Administration and Consolidate the Achievement of Macroeconomic Control of the RealProperty Market（《關於進一步嚴格房地產用地管理鞏固房地產市場調控成果的緊急通知》）. According to this

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notice, the Ministry of Land and Resources, MOHURD and their respective local counterparts willcontinue to strictly regulate the market to prevent housing prices from rebounding. Local governmentsmust ensure a supply of land for social security housing projects, and must try to increase thecompletion rate of such projects. The local governments will further improve the land price evaluationprocedures, thereby allowing for the determination of reasonable base prices. When the land prices maybe raised to a significantly high level, the local governments must adjust the bidding methods in atimely manner. For those lands which are expected to reach unprecedentedly high prices and thoselands whose final deal prices have a premium rate of more than 50%, the relevant government shouldadjust the land transfer schemes in a timely manner, such as by limiting the final home prices orrequiring the land purchasers to build additional social security housing projects. Further, the relevantgovernment will continue enforcing the system for reporting unusual transactions, which requires thatlocal governments at city level and county level should, within two business days of the signing of thepurchase confirmation letter or the dispatch of the letter of acceptance, submit the unusual transactiondata to the national land market monitoring and administration system, thereby reporting the unusualtransaction to the Ministry of Land and Resources and its agencies at the provincial level.

Pursuant to the policy measures formulated in the State Council executive meeting on February20, 2013 for strengthening the regulation on real estate market, the PRC government promulgated itslatest policy to take measures to deter real estate purchase of speculative nature, to increase supply ofordinary commodity housing and land, to speed up the planning and construction of affordable housingprojects, as well as to strengthen the real estate market supervision. Pursuant to the Notice on theContinual Improvement of the Control in Real Estate Market promulgated by the General Office of theState Council on February 26, 2013（《關於繼續做好房地產市場調控工作的通知》）(the “2013 Notice”), themeasures to be taken include continuation of the strict implementation of measures on the restriction ofpurchase of commodity houses, continuation of strict implementation of housing credit policies,continuation of supply of small-to medium-sized ordinary properties and land, enhancement of theinformation system relating to house ownership, imposition of individual income tax at the rate of 20%on the transfer income (as defined under the income tax and regulations) from sale of self-ownedresidential properties, and acceleration of the planning and construction of affordable housing projects.The 2013 Notice also requires relevant authorities at regional governments to formulate measures toguard against risks of real estate developers’ breach of contracts or illegal or non-compliance actions inthe property investment and development. Subsequent to the issuance of the 2013 Notice, localgovernments (such as those in Beijing, Shanghai, Shenzhen and Shenyang) have promulgatedcorresponding detailed measures to implement the 2013 Notice.

The General Office of the People’s Government of Guangdong Province forwarded the GeneralOffice of the State Council the Circular to Further Enhance the Regulation and Control of the RealEstate Market（《廣東省人民政府辦公廳轉發國務院辦公廳關於繼續做好房地產市場調控工作的通知》）on March25, 2013, which dictates that areas with soaring house prices shall timely introduce specific measures tocurb rising house prices and strictly enforce the individual income tax imposed on house purchases.Guangzhou and Shenzhen are required to make public their target house prices. Further, Guangzhou,Shenzhen, Zhuhai and Foshan are required to continue to strictly implement the restrictions on housepurchases. Meanwhile, the circular calls for every city above the prefecture level (including ShundeDistrict) to set up a fast channel of administrative approval for construction projects of small- andmedium-sized ordinary commodity houses not exceeding 90 sq.m. and to speed up the construction ofaffordable housing. Specifically, the construction of new affordable housing shall commence by the endof October 2013 and the construction of affordable housing commenced prior to 2012 shall besubstantially completed by the end of 2013. Guangdong province is set to complete construction of atleast 116,000 affordable apartments in 2013, and the construction of another 78,400 is on schedule. Thecircular further demands the strengthening of the supervision of the real estate market.

The General Office of the People’s Government of Guangzhou released the ImplementationOpinions to Enforce the General Office of the State Council Circular to Further Enhance the Regulationand Control of the Real Estate Market forwarded by the General Office of the People’s Government ofGuangdong Province（《廣州市人民政府辦公廳關於貫徹廣東省人民政府辦公廳轉發國務院辦公廳關於繼續做好房地產市場調控工作通知的實施意見》）, which was adopted on March 31, 2013. According to these opinions,Guangzhou is set to provide more land for residential use than the average for the past five years.

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Further, the land supply for the construction of small- to medium-sized ordinary commodity houses willaccount for at least 70% of the total supply of land for residential use and a plot ratio lower than onefor residential land shall be prohibited.

On November 15, 2013, the General Office of the People’s Government of Guangzhou issued theOpinions on Further Enhancing the Regulation and Control of the Real Estate Market（《廣州市人民政府辦公廳關於進一步做好房地產市場調控工作的意見》）. The opinions stipulate that non-Guangzhou residentfamilies are permitted to purchase one property (including newly-built commodity properties andsecond-hand properties) provided that such family have continuously paid individual income tax orsocial security in Guangzhou for at least three years in the five-year period prior to the purchase.Pursuant to the opinions, the Guangzhou Branch of People’s Bank of China issued the Notice onAdjusting Differential Housing-Credit Policies in Guangzhou（《關於調整廣州市差別化住房信貸政策的通知》）on November 18, 2013. According to this notice, for the families purchasing their secondresidential property, the down payment of the purchase shall be 70% or more of the total purchaseprice.

Moreover, the Restriction Orders of other cities around the country are of great difference. Forexample, the restrictive order of Beijing requires the purchaser provide certificate of their tax paymentor social insurance for the past successive five years; the restrictive order of Quzhou City in ZhejiangProvince（浙江省衢州市）merely prohibited families within urban areas with local household to purchasethe fourth house.

In 2013 the economy in China maintained a steady and faster growth. In the CPC Third PlenarySession the government expressed that “To allow the market mechanism play a decisive role in resourceallocation, to drive urbanization with people as its core”. The governing mind-set of the currentgovernment in the economic domain is a market-based mechanism. In the government working report ofthe latest 12th Session of the NPC the 2014 economic growth objective was more or less the same asthose in the past, the major economic policies were stable; this will therefore foster sustainable growthof the Chinese economy, and in the property domain, it proposed to restrain demand for investment andspeculation purposes increase the supply of small and medium housing etc.

On June 26, 2014, Hohhot Real Estate Development Supervision and Management Office（呼和浩特房地產開發監督管理處）issued an announcement to cancel the Restriction Order officially, and became thefirst city to cancel the Restriction Order nationwide.

Up to now, five cities have not cancelled their Restriction Orders, including Beijing, Shanghai,Guangzhou, Shenzhen and Sanya City in Hainan Province 海南省三亞市）. Since September 2016, certainlocal governments, including without limitation Guangzhou, Shenzhen, Zhuhai, Foshan, Hefei, Nanning,Chengdu and Suzhou, issued notices to resume implementing housing purchase restriction measures forthe purpose of the sustainable development of the local real estate market.

The MOHURD and the Ministrv of Land and Resources iointlv issued the “Circular of RevelevantWork on Strenethening the Recent Administration and Control of Housing and Land Supply”（《關於加強近期住房及用地供應管理和調控有關工作的通知》）dated April I, 2017, which provides, among others. thatcities and counties that have more than one million inhabitants should make three-vear (2017-2019) anda five-year (2017-202l) plans for housing land supplv. and make the plans public by the end ofJune2017. The circular further requires that local governments should adjust the size. structure andtiming of land supply for residential housing in due course based on the period of depleting commodityresidential housing inventory.

On Mav 19, 2018, the MOHURD promulgate the Circular on Further Maintaining EffectiveRegulation of the Real Estate Market（《關於進一步做好房地產市場調控工作有關工作的通知》）, whichprovided that the proportion of residential land shall be enhanced in certain cities and the proportion ofresidential land in urban construction land is recommended to be not less than 25%.

To support the reasonable home buying demand of the household sector and promote thesustainable development of the real estate market, PBOC and CBRC jointly issued the Notice onFurther Improving Financial Services for Real Estate Sector（《關於進一步做好住房金融服務工作的通知》）onSeptember 29, 2014, which provides that for any family that uses loans to buy the first ordinary home

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for its own use, a minimum down payment ratio of mortgage loan is 30% and the floor loan interestrate is 70% of the benchmark loan interest rate, and the specific terms shall be decided by the bankingfinancial institution that provides the loan based on the risk profile of the borrower. Where a familythat already owns a home and has paid off the mortgage loan applies for another mortgage loan to buyanother ordinary commercial home to improve the living conditions, the bank may apply the first homemortgage loan policy. In cities that have lifted home buying restrictions on residents or those that havenot imposed such restrictions, when a family that owns two homes or more and has paid off all themortgage loans applies for a mortgage loan to buy another home, the bank must make prudentdecisions, after considering the solvency and credit standing of the borrower and other factors, on thedown payment ratio and loan interest rate. In view of the local urbanization plan, banks may providemortgage loans to non-local residents that meet the conditions required by the related policies.

PBOC, MOHURD and CBRC jointly issued the Notice on the Policies for Individual HousingLoans（《關於個人住房貸款政策有關問題的通知》）on March 30, 2015, which provides that where a familythat already owns a home and has not paid off the corresponding housing loan applies for anothercommercial individual housing loan to buy another ordinary owner-occupation house to improve theliving conditions, the minimum down payment ratio of housing loan is 40%. For a contributingemployee family that uses housing provident fund loans to purchase its first ordinary owner-occupationhome, the minimum down payment ratio of housing loan is 20%. Where a contributing employee familythat already owns a home and has paid off the corresponding housing loan applies for another housingprovident fund loan to buy another ordinary owner-occupation house to improve the living conditions,the minimum down payment ratio of housing loan is 30%. On February 1, 2016, the PBOC and CBRCjointly issued the Notice on the Adjustment of Individual Housing Loans Policies（《關於調整個人住房貸款政策有關問題的通知》）which provides that in cities where property purchase control measures are notbeing implemented, the minimum down payment ratio for a personal housing commercial loan obtainedby a household for purchasing its first ordinary residential property is, in principle, 25% of the propertyprice, which can be adjusted downward by 5% by local authorities. MOF and SAT released the Noticeon Adjusting the Business Tax Policies Concerning Transfer of Individual Housing（《關於調整個人住房轉讓營業稅政策的通知》）, which was adopted on March 31, 2015. According to the aforesaid notice, wherean individual sells a house that was purchased less than two years ago, full amount of business taxshall be levied. Where an individual sells a non-ordinary house that was purchased more than two years(inclusive) ago, business tax shall be levied based on the difference between the sales proceed and thepurchase price of the house. Where an individual sells an ordinary house that was purchased more thantwo years (inclusive) ago, business tax is exempted.

Many of the property industry policies carried out by the PRC government are unprecedented andare expected to be amended and revised over time. Other political, economic and social factors mayalso lead to further adjustments and changes of such policies. We cannot assure you that the PRCgovernment will not adopt additional and more stringent industry policies, regulations and measures inthe future, nor can we assure you when or whether the existing policies will be eased or reversed. If wefail to adapt our operations to new policies, regulations and measures that may come into effect fromtime to time with respect to the real property industry, or such policy changes disrupt our business,reduce our sales or average selling prices, or cause us to incur additional costs, our business prospects,results of operations and financial condition may be materially and adversely affected.

See “– Risks Relating to the Real Estate Industry in the PRC – The PRC government may adoptfurther measures to slow down the growth in the property sector” for more risks and uncertaintiesrelating to the extensive PRC regulations.

Inflation in China may have a material adverse effect on our business, financial condition andresults of operations

While the PRC economy has experienced rapid growth, such growth has been uneven amongvarious sectors of the economy and in different geographic areas of the country. Rapid economicgrowth can lead to growth in money supply and inflation. If prices of our properties rise at a rate thatis insufficient to compensate for the rise in our costs, our business, financial condition and results ofoperations may be materially and adversely affected. To control inflation in the past, the PRC

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government has imposed control on bank credits, limits on loans for fixed assets and restrictions onstate bank lending. Such austerity measures can lead to a slowdown in the economic growth and maymaterially and adversely affect our business, financial condition and results of operations.

Fluctuations in the value of the Renminbi may have a material adverse impact on yourinvestment.

Substantially all of our revenue and expenditures are denominated in Renminbi, while the netproceeds from this offering and any interest we pay on the Notes will be in U.S. dollars. Fluctuationsin the exchange rate between the Renminbi and U.S. dollars will affect the relative purchasing power inRenminbi terms of the proceeds from this offering. Fluctuations in the exchange rate may also cause usto incur foreign exchange losses and affect the relative value of any dividend issued by our PRCsubsidiaries. In addition, appreciation or depreciation in the value of the Renminbi relative to U.S.dollars or other foreign currencies such as Australian dollars or Canadian dollars would affect ourfinancial results in terms of U.S. dollars or other foreign currencies such as Australian dollars orCanadian dollars without giving effect to any underlying change in our business or results ofoperations. Moreover, because the functional currency of the Company and almost all of its subsidiariesis the Renminbi, the balance and certain amounts due to related parties denominated in a foreigncurrency such as U.S. dollars, Australian dollars or Canadian dollars are subject to translation at eachreporting date, which could affect our business, financial condition and results of operations.Movements in Renminbi exchange rates are affected by, among other things, changes in political andeconomic conditions and China’s foreign exchange regime and policy. Since July 2005, the Renminbihas not been pegged to the U.S. dollar. In August 2015, the Renminbi experienced a substantialdevaluation as a result of adjustments made by the People’s Bank of China to the reference Renminbito U.S. dollar exchange rate. Following an announcement by the PBOC on August 11, 2015 to improvethe central parity quotations of Renminbi against the U.S. dollar by authorizing market-makers toprovide central parity quotations to the China Foreign Exchange Trading Centre daily before theopening of the interbank foreign exchange market, the Renminbi depreciated significantly against theU.S. dollar in the remainder of 2015 and 2016 before rebounding in 2017. In 2018, the Renminbiexperienced further fluctuation in value against the U.S. dollar, with significant depreciation occurringsince the second quarter of 2018. The Renminbi may appreciate or depreciate significantly in valueagainst the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRCauthorities may lift restrictions on fluctuations in Renminbi exchange rates and lessen intervention inthe foreign exchange market.

There are limited hedging instruments available in China to reduce our exposure to exchange ratefluctuations between the Renminbi and other currencies. Since 2016, we have adopted foreign currencyhedging instruments to better manage our foreign exchange risks, using a combination of foreignexchange forward contracts, foreign currency option contracts and foreign currency swap contracts. Theavailability and effectiveness of these hedges may be limited and we may not be able to hedge ourexposure successfully, or at all.

Dividends from our PRC subsidiaries are subject to withholding tax under PRC tax laws and wemay become subject to PRC tax on our worldwide income under the EIT Law

In March 2007, the National People’s Congress of the PRC (the “NPC” or the “National People’sCongress”) enacted the Enterprise Income Tax Law of the PRC（《中華人民共和國企業所得稅法》）(the “EITLaw”), which took effect on January 1, 2008 and revised on February 24, 2017 and December 29,2018. The EIT Law imposes a unified income tax rate of 25% on all domestic enterprises andforeign-invested enterprises that are deemed to be PRC resident enterprises as described below.

We are a Cayman Islands holding company that is financially dependent on distributions from oursubsidiaries and our business operations are principally conducted through our PRC subsidiaries. TheEIT Law and the Regulations for Implementation of Enterprise Income Tax Law of the PRC（《中華人民共和國企業所得稅法實施條例》）(together with the EIT Law, the “EIT Laws”), effective January 1, 2008and amended on April 23, 2019, provide that any dividend payment to foreign investors made byforeign-invested enterprises, such as dividends paid to us by our PRC subsidiaries, is subject to awithholding tax at a rate of 10%. Pursuant to the Arrangement between Mainland China and HongKong for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes

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on Income（《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》）signed on August 21,2006 and amended by several protocols later, a company incorporated in Hong Kong, such as certainmembers of our Group, may be subject to withholding income tax at a rate of 5% on dividends itreceives from its PRC subsidiaries if it holds a 25% or more interest in that particular PRC subsidiaryat the time of the distribution, or 10% if it holds less than a 25% interest in that subsidiary, althoughthere is uncertainty under a recent circular regarding whether intermediate Hong Kong holdingcompanies will be eligible for benefits under this arrangement.

Under the EIT Laws, enterprises established under the laws of jurisdictions outside China withtheir “de facto management bodies” located within China may be considered PRC resident enterprisesand therefore subject to PRC enterprise income tax at the rate of 25% on their worldwide taxableincome. For such PRC tax purposes, dividends paid to PRC resident enterprises from their PRCsubsidiaries are excluded from such taxable worldwide income. The EIT Laws provide that the “defacto management body” of an enterprise is the organization that exercises substantial and overallmanagement and control over the production, employees, books of accounts and properties of theenterprise. Because a majority of the members of our management team is located in China, we may beconsidered a PRC resident enterprise and therefore subject to PRC enterprise income tax at the rate of25% on our worldwide income. If we or any of our non-PRC subsidiaries were treated as a PRCresident enterprise under the EIT Laws, our profitability and cash flow may be adversely affected.

The levy of value added tax on revenues from service sectors may subject our revenues to a higheraverage tax rate

Pursuant to the “Notice on Implementing the Pilot Program of Replacing Business Tax withValue-Added Tax in an All-round Manner”（《關於全面推開營業稅改徵增值稅試點的通知》）(Cai Shui [2016]No. 36) issued on March 23, 2016 and implemented on May 1, 2016 and revised on July 11, 2017 andMarch 20, 2019, respectively (“Circular 36”) by the MOF and the SAT, PRC tax authorities havestarted imposing value added tax (“VAT”) on revenues from various service sectors, including realestate, construction, financial services and insurance, as well as other lifestyle service sectors, replacingthe business tax (“BT”) that previously co-existed with VAT. Since the issuance of Circular 36, theMOF and the SAT have subsequently issued a series of tax circulars in March and April 2016 toimplement the collection of VAT on revenues from construction, real estate, financial services andlifestyle services. The VAT rates applicable to us may be generally higher than the BT rate we weresubject to prior to the implementation of Circular 36. For example, the VAT rate for sale ofself-developed real estate projects will be increased from 5% (former BT rate) to 11%. Unlike the BT,the VAT will only be imposed on added value, which means the input tax incurred from ourconstruction and real estate will be able to be offset in the output tax. However, details of measures toassess and collect VAT are still being formulated in accordance with Circular 36. We are in the processof assessing the comprehensive impact of the new VAT regime on our tax burden, revenues and resultsof operations, which remains uncertain.

Interest paid by us to our foreign investors and gain on the sale of our Notes may be subject towithholding taxes under PRC laws and we may be able to redeem the Notes upon the occurrenceof certain changes in PRC tax law

Under the EIT Laws, if our Company or any of its subsidiaries is deemed a PRC residententerprise, the interest paid on the Notes by such person may be considered to be sourced within China.In that case, PRC income tax at the rate of 10% would be withheld from interest paid by us toinvestors that are “non-resident enterprises”, if such “non-resident enterprise” investors do not have anestablishment or place of business in China or if, despite the existence of such establishment or placeof business in China, the relevant income is not effectively connected with such establishment or placeof business in China. Any gain realized on the transfer of the Notes by such enterprise investors maybe subject to a 10% PRC income tax if we are treated as a PRC resident enterprise and such gain isregarded as income derived from sources within China. In the case of non-resident investors other thanenterprises, a withholding tax applicable to interest payments, and PRC tax on capital gains, may beimposed at a rate of 20%. It is uncertain whether we will be considered a PRC “resident enterprise”,and whether in that case interest paid to our foreign investors, or any gain our foreign investors mayrealize from a transfer of our Notes, would be treated as income sourced within China and be subject toPRC tax. If we are required under the EIT Laws to withhold PRC income tax on interest paid to

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foreign holders of the Notes, we would be required, subject to certain exceptions, to pay suchAdditional Amounts as would result in receipt by a holder of a Note of such amounts as would havebeen received by the holder had no such withholding been required. The requirement to pay AdditionalAmounts would increase the cost of servicing interest payments on the Notes, and could have amaterial adverse effect on our ability to pay interest on, and repay the principal amount of, the Notes,as well as our profitability and cash flow. If we are required to pay such Additional Amounts due tochanges in or interpretations of, or the stating of an official position with respect to, PRC tax law, wemay be able to redeem the Notes in whole at a redemption price equal to 100% of the principal amountplus accrued and unpaid interest, as described under “Description of the Notes – Redemption forTaxation Reasons”. In addition, if you are required to pay PRC income tax on the transfer of the Notes,the value of your investment in the Notes may be materially and adversely affected. It is unclearwhether, if we are considered a “PRC resident enterprise”, holders of our Notes would be able to claimthe benefit of income tax treaties or agreements entered into between China and other countries orareas.

PRC regulations relating to the establishment of offshore special purpose companies by PRCresidents may adversely affect our business operations

In October 2005, SAFE issued the Notice on Relevant Issues concerning Foreign ExchangeAdministration for Domestic Residents Engaging in Overseas Financing through Round-TripInvestments via Special Purpose Companies（《關於境內居民通過境外特殊目的公司融資及返程投資外匯管理有關問題的通知》）, which became effective on November 1, 2005. The notice requires PRC residents,including both legal and natural persons, to register with the local SAFE branch before establishing orcontrolling any company outside of China (an “offshore special purpose company”) for the purpose ofacquiring any assets of or equity interest in a PRC company and raising funds offshore. In addition, anyPRC resident who is the shareholder of an offshore special purpose company is required to update itsSAFE registration with the local SAFE branch with respect to that offshore special purpose company inconnection with any increase or decrease of capital, transfer of shares, merger, division, equityinvestment or creation of any security interest. Failure to comply with the required SAFE registrationand updating requirements described above may result in restrictions being imposed on the foreignexchange activities of the PRC subsidiaries of that offshore special purpose company, including theincrease in registered capital, the payment of dividends and other distributions or payments to theoffshore special purpose company and capital inflows from the offshore entity. Failure to comply mayalso subject relevant PRC residents or the PRC subsidiaries of that offshore special purpose company topenalties under PRC foreign exchange administration regulations for evasion of applicable foreignexchange restrictions.

On July 4, 2014, SAFE issued the Notice on Relevant Issues concerning Foreign ExchangeAdministration for Domestic Residents Engaging in Overseas Financing and Investing and Round-TripInvestment via Special Purpose Companies（《關於境內居民通過特殊目的公司境外投融資及返程投資外匯管理有關問題的通知》）together with its two appendices (“Circular 37”, collectively, the “New Rule”), whichbecame effective on the same date. The New Rule supersedes the previous Notice on Relevant Issuesconcerning Foreign Exchange Administration for Domestic Residents Engaging in Overseas Financingthrough Round-Trip Investment via Special Purpose Companies promulgated by SAFE on November 1,2005, commonly known as the “Circular 75”, and is intended to simplify and facilitate cross-bordertransactions conducted by domestic residents and to better serve the development of the Chineseeconomy in order to enhance the convertibility of cross-border capital and financial transactions.

Compared to Circular 75, Circular 37 covers many of the gray areas that Circular 75 failed toaddress. Meanwhile, Circular 37 loosens the government’s control over Domestic Residents, especiallyindividuals, in making foreign investments. There are still gray areas yet to be clarified by Circular 37,however, which the Chinese government may address in future notices and regulations. For now,Circular 37 will give Chinese investors more flexibility in making foreign investments.

If SAFE promulgates further clarifications or regulations in the future requiring our beneficialowners who are Hong Kong permanent residents to comply with the registration procedures and/orupdate requirements described above and if our beneficial owners are unable or fail to comply with

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such procedures, our beneficial owners may be subject to fines and legal sanctions. Our businessoperations may also be materially and adversely affected, particularly with respect to the ability of ourChinese subsidiaries to remit foreign currency payments out of the PRC.

Our operations and financial performance could be adversely affected by labor shortages,increases in labor costs, changes to PRC labor-related laws and regulations or labor disputes

The PRC Labor Contract Law, which became effective on January 1, 2008, and was amended onDecember 28, 2012 and was revised on December 29, 2018, imposes greater liabilities on employersand significantly affects the cost of an employer’s decision to reduce its workforce. Further, it requirescertain terminations to be based upon seniority and not merit. In the event we decide to significantlychange or decrease our workforce, the Labor Contract Law could adversely affect our ability to effectsuch changes in the most cost effective or timely manner to our business and, hence, may adverselyaffect our financial condition and results of operations. In addition, the PRC government has continuedto introduce various new labor-related regulations after the promulgation of the Labor Contract Law.Among other things, the paid annual leave provisions require that paid annual leaves ranging from fiveto 15 days be available to nearly all employees and further require that employers compensate anemployee for any annual leave days the employee is unable to take in the amount of three times suchemployee’s daily salary, subject to certain exceptions.

On October 28, 2010, the Standing Committee of the National People’s Congress promulgated theSocial Insurance Law, which became effective on July 1, 2011, to clarify the contents of the socialinsurance system in China. According to the Social Insurance Law, employees will participate inpension insurance, work-related injury insurance, medical insurance, unemployment insurance andmaternity insurance and the employers must, together with their employees or separately, pay for thesocial insurance premiums for such employees.

As a result of the implementation of these and any future rules and regulations designed toenhance the standard for labor protection, our labor costs may continue to increase. Furthermore, as theinterpretation and implementation of these new laws and regulations are still evolving, we cannot assureyou that our employment practice will at all times be deemed fully in compliance, which may cause usto face labor disputes or governmental investigations. If we are deemed in violation of such labor lawsand regulations, we could be subject to penalties, compensations to the employees and loss ofreputation, and as a result our business, financial condition and results of operations could be materiallyand adversely affected.

Further, labor disputes, work stoppages or slowdowns at our operating subsidiaries or project sitesor affecting the operations of our business partners could disrupt our daily operation or our expansionplans, which could have a material adverse effect on our business and results of operations.

Interpretation of the PRC laws and regulations involves uncertainty and the current legalenvironment in China could limit the legal protections available to you

Our core business is conducted in China and is governed by PRC laws and regulations. Ourprincipal operating subsidiaries are located in China and are subject to PRC laws and regulations. ThePRC legal system is a civil law system based on written statutes, and prior court decisions have limitedprecedential value and can only be used as a reference. Additionally, PRC written laws are oftenprinciple-oriented and require detailed interpretations by the enforcement bodies to further apply andenforce such laws. Since 1979, the PRC legislature has promulgated laws and regulations in relation toeconomic matters such as foreign investment, corporate organization and governance, commercialtransactions, taxation and trade, with a view to developing a comprehensive system of commercial law,including laws relating to property ownership and development. However, because these laws andregulations have not been fully developed, and because of the limited volume of published cases andthe non-binding nature of prior court decisions, interpretation of PRC laws and regulations involves adegree of uncertainty and the legal protection available to you may be limited. Depending on thegovernmental agency or the presentation of an application or case to such agency, we may receive lessfavorable interpretations of laws and regulations than our competitors.

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For example, on September 14, 2015, the NDRC issued the “Notice on the Administrative Reformfor the Registration of Offshore Debt Issuances”（《關於推進企業發行外債備案登記制管理改革的通知》（發改外資[2015]2044號））, or the “NDRC Notice” which came into effect on the same day. According to theNDRC Notice, enterprises domiciled within the PRC and their overseas subsidiaries or branches shouldfile and register with the NDRC prior to issuance of foreign debt instruments with a maturity term ofone year or longer, and report relevant information on the issuance of such foreign debt instruments tothe NDRC within ten business days in the PRC after the completion of each issuance. Pursuant to theNDRC Notice, in the case of any significant discrepancy between the circumstances of the enterprises’issuance of foreign debt and the recordation and registration information, an explanation shall be madewhen information is submitted. The NDRC will include the bad credit records of enterprises thatmaliciously submit false reports on the quota of foreign debts subject to recordation and registration inthe national credit information platform. In practice, enterprises incorporated outside of the PRC andcontrolled by individuals (other than those controlled by PRC enterprises as expressly provided in theNDRC Notice) also have been required by the NDRC to comply with the NDRC Notice. On July 12,2019, NDRC published a Notice on Requirements for Foreign Debt Registration Application by RealEstate Enterprises（《關於對房地產企業發行外債申請備案登記有關要求的通知》）on its website whichimposes more restrictions on the use of proceeds of foreign debts incurred by real estate developers.According to the notice, the use of proceeds of foreign debt incurred by a real estate developer islimited to refinancing its medium to long term offshore debts which will become due within one year,and the real estate developer is required to specify in the documents for application of foreign debtregistration with NDRC the details of such medium to long term offshore debts to be refinanced, suchas amount, maturity date and whether such medium to long term offshore debts were registered withNDRC. The real estate developer is also required to submit a commitment letter to NDRC regarding theauthenticity of its foreign debt issuance. Failure to comply with these restrictions, the real estatedeveloper may be blacklisted and prevented from obtaining foreign debt registrations in the future.There is no assurance that offshore debts issued by property companies will not be further restrictedand the PRC government may impose additional requirements or conditions for offshore debts.Additionally, given the involvement of different enforcement bodies of the relevant rules andregulations and the non-binding nature of prior court decisions and administrative rulings, theinterpretation and enforcement of PRC laws and regulations involve significant uncertainties under thecurrent legal environment. All these uncertainties may limit the legal protections available to foreigninvestors including you.

In addition, any litigation in China may be protracted and result in substantial costs and diversionof resources and management attention. All these uncertainties may cause difficulties in theenforcement of our land use rights, entitlements under our permits, and other statutory and contractualrights and interests.

You may experience difficulty in effecting service of legal process, enforcing foreign judgments orbringing original actions in China based on foreign laws against us, our directors and our seniormanagement

We conduct substantially all of our operations in China and substantially all of our assets arelocated in China. In addition, the substantial majority of our directors and senior management residewithin China. As a result, it may not be possible for investors to effect service of process outside Chinaupon the substantial majority of our directors and senior management. Moreover, China does not havetreaties with the United States, the United Kingdom or many other countries providing for thereciprocal recognition and enforcement of the judgment of courts. As a result, recognition andenforcement in China of judgments of a court in any of these jurisdictions may be difficult.

We cannot guarantee the accuracy of facts, forecasts and other statistics with respect to China, thePRC economy, the PRC real estate industry and the selected PRC regional data contained in thisoffering memorandum

Facts, forecasts and other statistics in this offering memorandum relating to China, the PRCeconomy, the PRC real estate industry and the selected PRC regional data have been derived fromvarious official or other publications available in China and may not be consistent with otherinformation compiled within or outside China. However, we cannot guarantee the quality or reliabilityof such source materials. They have not been prepared or independently verified by us, the Joint Global

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Coordinators, the Joint Bookrunners and Joint Lead Managers or any of our or their respective affiliatesor advisors (including legal advisors), or other participants in this offering and, therefore, we make norepresentation as to the accuracy of such facts, forecasts and statistics. We have, however, takenreasonable care in the reproduction and/or extraction of the official and other publications for thepurpose of disclosure in this offering memorandum. Due to possibly flawed or ineffective collectionmethods or discrepancies between published information and market practice, these facts, forecasts andstatistics in this offering memorandum may be inaccurate or may not be comparable to facts, forecastsand statistics produced with respect to other economies. Further, there can be no assurance that they arestated or compiled on the same basis or with the same degree of accuracy as in other jurisdictions.Therefore, you should not unduly rely upon the facts, forecasts and statistics with respect to China, thePRC economy, the PRC real estate industry and the selected PRC regional data contained in thisoffering memorandum.

Risks relating to the Cayman Islands

Legislation enacted in the Cayman Islands as to Economic Substance may affect our operations.

Pursuant to the International Tax Cooperation (Economic Substance) Law, 2018 of the CaymanIslands, or the ES Law, that came into force on January 1, 2019, a “relevant entity” is required tosatisfy the economic substance test set out in the ES Law. A “relevant entity” includes an exemptedcompany incorporated in the Cayman Islands as is our company. Based on the current interpretation ofthe ES Law, we believe that our company, China Aoyuan Group Limited, is a pure equity holdingcompany since it only holds equity participation in other entities and only earns dividends and capitalgains.

Accordingly, for so long as our company, China Aoyuan Group Limited, is a “pure equity holdingcompany”, it is only subject to the minimum substance requirements, which require us to (i) complywith all applicable filing requirements under the Companies Law, Cap. 22 (Law 3 of 1961, asconsolidated and revised) of the Cayman Islands, or the Companies Law; and (ii) has adequate humanresources and adequate premises in the Cayman Islands for holding and managing equity participationsin other entities.

However, there can be no assurance that we will not be subject to more requirements under theES Law. Uncertainties over the interpretation and implementation of the ES Law may have an adverseimpact on our business and operations.

Risks relating to the British Virgin Islands

Legislation enacted in the British Virgin Islands as to Economic Substance may affect ouroperations

Pursuant to the Economic Substance (Companies and Limited Partnerships) Act, 2018 of theBritish Virgin Islands (“BVI ES Act”) that came into force on 1 January 2019, a “legal entity” engagedin “relevant activities” is required to satisfy the economic substance test set out in the BVI ES Act. A“legal entity” includes a business company incorporated in the British Virgin Islands as is our BVIsubsidiaries; based on the current interpretation of the BVI ES Act, we believe that our BVIsubsidiaries are pure equity holding entities since we only passively hold equity participations and earnrevenue from dividends, distributions, capital gains and other incidental income derived from suchequity participations.

Accordingly, for so long as our BVI subsidiaries are “pure equity holding entities”, we are onlysubject to the reduced economic substance requirements, which require us to have adequate employeesand premises in the British Virgin Islands for holding and managing our equity participations and tocomply with the statutory obligation which we are already required to do under the BVI BusinessCompanies Act.

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Risks Relating to the Notes

We are a holding company and payments with respect to the Notes are structurally subordinated toliabilities, contingent liabilities and obligations of our subsidiaries

We are a holding company with no material operations. We conduct our operations primarilythrough our PRC subsidiaries. The Notes will not be guaranteed by any current or future PRCsubsidiaries. Our primary assets are loans to and ownership interests in our PRC subsidiaries, which areheld through the Subsidiary Guarantors. The Subsidiary Guarantors do not, and the JV SubsidiaryGuarantors (if any) may not, have material operations. Accordingly, our ability to pay principal andinterest on the Notes and the ability of the Subsidiary Guarantors and the JV Subsidiary Guarantors (ifany) to satisfy their obligations under the Subsidiary Guarantees or the JV Subsidiary Guarantees (asthe case may be) will depend upon our receipt of principal and interest payments on the intercompanyloans and distributions of dividends from our subsidiaries.

Creditors, including trade creditors of our PRC subsidiaries and any holders of preferred shares insuch entities, would have a claim on our PRC subsidiaries’ assets that would be prior to the claims ofthe holders of the Notes. As a result, our payment obligations under the Notes will be effectivelysubordinated to all existing and future obligations of our PRC subsidiaries (including their obligationsunder guarantees issued in connection with our business), and all claims of creditors of our PRCsubsidiaries will have priority as to the assets of such entities over our claims and those of ourcreditors, including holders of the Notes. As at June 30, 2020, our PRC subsidiaries had totalconsolidated borrowings (including bank and other borrowings, borrowings from related companies andcorporate bonds) of approximately RMB90,608.7 million, and other commitments and contingentliabilities arising from guarantees of RMB31,488.5 million and RMB102,824.0 million, respectively.The Notes and the Indenture permit us, the Subsidiary Guarantors, the JV Subsidiary Guarantors (ifany) and our PRC subsidiaries to incur additional indebtedness and issue additional guarantees, subjectto certain limitations. The Notes and the Indenture do not restrict the ability of our subsidiaries to issuecertain categories of guarantees in the ordinary course of business. In addition, our secured creditors orthose of any Subsidiary Guarantor or JV Subsidiary Guarantor (if any) would have priority as to ourassets or the assets of the Subsidiary Guarantor or JV Subsidiary Guarantor (if any) securing the relatedobligations over claims of the holders of the Notes.

Under the terms of the Notes, a Subsidiary Guarantee required to be provided by a subsidiary ofthe Company under the terms of the Notes may be replaced by a limited-recourse guarantee (a “JVSubsidiary Guarantee”), following the sale or issuance to a third party of no less than a 20% and nomore than a 50% equity interest in such subsidiary by its direct or indirect majority shareholders(subject to the satisfaction of certain conditions, including a cap on the non-guaranteed portion of theassets of all JV Subsidiary Guarantors in aggregate). Recovery under a JV Subsidiary Guarantee islimited to an amount equal to our proportional interest in the issued share capital of such SubsidiaryGuarantor, or JV Subsidiary Guarantor, multiplied by the fair market value of the total assets in suchJV Subsidiary Guarantor and its subsidiaries, on a consolidated basis, as of the date of the last fiscalyear end of the Company. As a result, the amount that may be recovered by the Trustee pursuant to aJV Subsidiary Guarantee (compared to a Subsidiary Guarantee) is reduced, which in turn may affectyour ability to recover any amounts due under the Notes.

We have substantial indebtedness and may incur substantial additional indebtedness in the future,which could adversely affect our financial health and our ability to generate sufficient cash tosatisfy our outstanding and future debt obligations

We now have, and will continue to have after the offering of the Notes, a substantial amount ofindebtedness. As at December 31, 2017 and 2018 and 2019 and June 30, 2020, our outstanding bankand other borrowings were RMB27,794.3 million, RMB40,751.4 million, RMB68,960.7 million andRMB73,614.5 million, respectively. Since June 30, 2020, we have incurred additional indebtedness. See“Capitalization” and “Description of Other Material Indebtedness” for more information. As atDecember 31, 2017, 2018 and 2019 and June 30, 2020, substantially all of our outstanding indebtednesscomprised bank and other borrowings, borrowings from related parties, senior notes and bonds andobligations under financial lease. Our substantial indebtedness could have important consequences foryou. For example, it could:

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� limit our ability to satisfy our obligations under the Notes and other debt;

� increase our vulnerability to adverse general economic and industry conditions;

� require us to dedicate a substantial portion of our cash flow from operations to servicing andrepaying our indebtedness, thereby reducing the availability of our cash flow to fundworking capital, capital expenditures and other general corporate purposes;

� limit our flexibility in planning for or reacting to changes in our businesses and the industryin which we operate;

� place us at a competitive disadvantage compared to our competitors that have less debt;

� limit, along with the financial and other restrictive covenants of our indebtedness, amongother things, our ability to borrow additional funds; and

� increase the cost of additional financing.

In the future, we may from time to time incur substantial additional indebtedness and contingentliabilities. Although the Indenture governing the Notes restricts us and our Restricted Subsidiaries fromincurring additional debt and contingent liabilities, these restrictions are subject to important exceptionsand qualifications. If we or our subsidiaries incur additional debt, the risks that we face as a result ofour already substantial indebtedness and leverage could intensify.

In addition, we have and in the future may continue to enter into certain trust financingarrangements under which we undertake mandatory repurchase obligations. In some circumstances theseinvestments may need to be accounted for as indebtedness, resulting in a significant increase to ourliabilities as reported in our statement of financial position. We may also be required to account forrefundable pre-sale deposits owed to customers as debt, to the extent that they have requested a refundof these deposits.

Our ability to generate sufficient cash to satisfy our outstanding and future debt obligations willdepend upon our future operating performance, which will be affected by prevailing economicconditions and financial, business and other factors, many of which are beyond our control. Weanticipate that our operating cash flow will be sufficient to meet our anticipated operating expenses andto service our debt obligations as they become due. However, we may not generate sufficient cash flowfor these purposes. If we are unable to service our indebtedness, we will be forced to adopt analternative strategy that may include actions such as reducing or delaying capital expenditures, sellingassets, restructuring or refinancing our indebtedness or seeking equity capital. These strategies may notbe instituted on satisfactory terms, if at all.

In addition, the terms of the Indenture governing the Notes prohibit us from incurring additionalindebtedness unless we are able to satisfy certain financial ratios or are able to incur such additionalindebtedness pursuant to certain specified exceptions to such financial ratio requirements and satisfyother applicable conditions. Our ability to meet our financial ratios may be affected by events beyondour control. We cannot assure you that we will be able to meet these ratios and that we will not default.Certain of our financing arrangements also impose operating and financial restrictions on our business.See “Description of Other Material Indebtedness”. If there occurs a default, an event of default or across-default under any of our debt obligations, and we are unable to obtain a waiver, amend therelevant terms or otherwise obtain forbearance from the relevant lender or creditor, this could lead to,among other things, an acceleration in our debt obligations, which could in turn have a material adverseeffect on our financial condition. We have from time to time sought waivers and consents in respect ofbreaches of the terms of our debt agreements. In addition, such restrictions in the Notes and our otherfinancing arrangements may negatively affect our ability to react to changes in market conditions, takeadvantage of business opportunities we believe to be desirable, obtain future financing, fund neededcapital expenditures or withstand a continuing or future downturn in our business. Any of these factorscould materially and adversely affect our ability to satisfy our obligations under the Notes and other

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debt. See also “−If we are unable to comply with the restrictions and covenants in our debt agreementsor the Indenture governing the Notes, there could be a default under the terms of these agreements orthe Indenture governing the Notes, which could cause repayment of our debt to be accelerated.”

We are a holding company that relies heavily on dividend payments from our subsidiaries andassociated companies for funding

As a holding company, we depend on the receipt of dividends and the interest or principalpayments on intercompany loans or advances from our subsidiaries, including our PRC subsidiaries, tosatisfy our obligations, including our obligations under the Notes. The ability of our subsidiaries to paydividends and make payments on intercompany loans or advances to their shareholders is subject to,among other things, distributable earnings, cash flow conditions, restrictions contained in the articles ofassociation of our subsidiaries, applicable laws and restrictions contained in the debt instruments oragreements of such subsidiaries. See “Description of Other Material Indebtedness”. In addition, if anyof our subsidiaries raises capital by issuing equity securities to third parties, dividends declared andpaid with respect to such shares would not be available to us to make payments on the Notes. Theserestrictions could reduce the amounts that we receive from our subsidiaries, which would restrict ourability to meet our payment obligations under the Notes and the obligations of the SubsidiaryGuarantors or JV Subsidiary Guarantors (if any) under the Subsidiary Guarantees or JV SubsidiaryGuarantees (as the case may be).

PRC laws and regulations permit payment of dividends only out of accumulated profits asdetermined in accordance with PRC accounting standards and regulations and such profits differ fromprofits determined in accordance with IFRS in certain significant respects, including the use of differentbases of recognition of revenue and expenses. Our PRC subsidiaries are also required to set aside aportion of their after-tax profits according to PRC accounting standards and regulations to fund certainreserves that are not distributable as cash dividends by the board of directors. In addition, dividendspaid by our PRC subsidiaries to their non-PRC parent companies are subject to a 10% withholding tax,unless there is a tax treaty between the PRC and the jurisdiction in which the overseas parent companyis incorporated which specifically exempts or reduces such withholding tax. Pursuant to a double taxtreaty between Hong Kong and the PRC, if the non-PRC parent company is a Hong Kong resident anddirectly holds a 25% or more interest in the PRC enterprise, such withholding tax rate may be loweredto 5%, although there is uncertainty under a recent circular regarding whether intermediate Hong Kongholding companies will remain eligible for benefits under this arrangement. According to a circularissued by the State Administration of Taxation in October 2009, tax treaty benefits will be denied to“conduit” or shell companies without business substance. As a result of such limitations, there could betiming limitations on payments from our PRC subsidiaries to meet our payment obligations required bythe Notes or to satisfy the obligations of the Subsidiary Guarantors or JV Subsidiary Guarantor (if any)under the Subsidiary Guarantees, and there could be restrictions on payments required to pay off theNotes at maturity or as required for any early redemption.

Furthermore, in practice, the market interest rate that our PRC subsidiaries can pay with respect tooffshore loans generally may not exceed comparable interest rates in the international finance markets.The interest rates on shareholders’ loans paid by our subsidiaries, therefore, are likely to be lower thanthe interest rate for the Notes. Our PRC subsidiaries are also required to pay a 10% (or 7% if theinterest is paid to a Hong Kong resident, subject to the approval of the relevant PRC tax authorities)withholding tax on our behalf on the interest paid under any shareholders’ loans. PRC regulationsrequire approval by SAFE prior to any of our non-PRC subsidiaries making shareholder loans inforeign currencies to our PRC subsidiaries and require such loans to be registered with SAFE. Prior topayment of interest and principal on any such shareholder loan, the PRC subsidiaries must presentevidence of payment of the withholding tax on the interest payable in any such shareholder loan andevidence of registration with SAFE, as well as any other documents that SAFE or its local branch mayrequire.

As a result of the foregoing, we cannot assure you that we will have sufficient cash flow fromdividends or payments on intercompany loans or advances from our subsidiaries to satisfy ourobligations under the Notes or the obligations of the Subsidiary Guarantors or JV Subsidiary Guarantors(if any) under the Subsidiary Guarantees or JV Subsidiary Guarantees (as the case may be).

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We have flexibility to incur debt secured by assets the security interest of which may not be sharedwith the Holders of the Notes.

Although the ‘‘Limitation on Liens’’ covenant as described under the ‘‘Description of the Notes’’section provides that we may not create or permit to exist any liens on our assets and properties unlesssuch liens are shared on a pari passu basis with the Holders of the Notes, such restriction is subject toimportant exceptions and qualifications. The terms of the Notes give us enhanced flexibility to makeRestricted Payments, including investments, in Unrestricted Subsidiaries, minority owned joint venturesand other persons, and we have the flexibility under the terms of the Notes to designate certainsubsidiaries as Unrestricted Subsidiaries, which may have substantial assets. Unrestricted Subsidiariesthemselves are not subject to the restrictive covenants under the indenture governing the Notes and willtherefore be permitted to incur debt secured by their assets, the security interest of which will not beshared with holders of the Notes. In addition, the definition of ‘‘Permitted Liens’’ also gives us and ourRestricted Subsidiaries flexibility to incur debt secured by certain assets, the security interest of whichmay not be shared with holders of the Notes. The Notes will therefore rank behind such secured debt tothe extent of the value of such security, the amount of which may be material.

We may be subject to risks presented by fluctuations in exchange rates between Renminbi andother currencies, particularly U.S. dollars

A substantial portion of our indebtedness is denominated in U.S. dollars, while substantially all ofour revenues are generated by our PRC operating subsidiaries and are denominated in Renminbi.Pursuant to reforms of the exchange rate system announced by PBOC on July 21, 2005,Renminbi-to-foreign currency exchange rates are allowed to fluctuate within a narrow and managedband against a basket of foreign currencies, rather than being effectively linked to the U.S. dollar.Further, from May 18, 2007, PBOC enlarged the floating band for the trading prices in the inter-bankforeign exchange market of Renminbi against the U.S. dollar from 0.3% to 0.5% around the centralparity rate, effective on May 21, 2007. The floating band was further widened to 1.0% on April 16,2012. These changes in currency policy resulted in the Renminbi appreciating against the U.S. dollar byapproximately 26.9 per cent. from July 21, 2005 to December 31, 2013. On March 17, 2014, the PBOCfurther widened the floating band against the U.S. dollar to 2.0 per cent. Following an announcementby the PBOC on August 11, 2015 to improve the central parity quotations of Renminbi against the U.S.dollar by authorizing market-makers to provide central parity quotations to the China Foreign ExchangeTrading Centre daily before the opening of the interbank foreign exchange market, Renminbidepreciated significantly against the U.S. dollar in the remainder of 2015 and 2016 before reboundingin 2017. In 2018, the Renminbi experienced further fluctuation in value against the U.S. dollar, withsignificant depreciation occurring since the second quarter of 2018, which caused us to recognize aforeign exchange loss of RMB605.3 million in that year. It is difficult to predict how market forces orPRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar inthe future. The PRC government may adopt further reforms of its exchange rate system, includingmaking the Renminbi freely convertible in the future. If such reforms were implemented and resulted indevaluation of the Renminbi against the U.S. dollar, our financial condition and results of operationscould be adversely affected because of our substantial U.S. dollar-denominated indebtedness and otherobligations. Such a devaluation could also adversely affect the value, translated or converted to U.S.dollars or otherwise, of our earnings and our ability to satisfy our obligations under the Notes.

There are limited hedging instruments available in China to reduce our exposure to exchange ratefluctuations between the Renminbi and other currencies. Since 2016, we have adopted foreign currencyhedging instruments to better manage our foreign exchange risks, using a combination of foreignexchange forward contracts, foreign currency option contracts and foreign currency swap contracts.

Any hedging obligation entered into or to be entered into by us or our subsidiaries may containterms and conditions that may result in the early termination, in whole or in part, of such hedgingobligation upon the occurrence of certain termination or analogous events or conditions (howsoeverdescribed), including such events relating to us and/or any of our subsidiaries, and the terms andconditions of such hedging obligation(s) may provide that, in respect of any such early termination,limited or no payments may be due and payable to, or that certain payments may be due and payableby, us and/or any of our subsidiaries (as relevant) in respect of any such early termination. Any suchearly termination, in whole or in part, of any such hedging obligation(s), and the payment and any

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other consequences and effects of such early termination(s), may be material to our financial conditionand/or any of our subsidiaries and may be material in relation to the performance of our or theirrespective obligations under or in relation to the Notes (if applicable), any indebtedness or any otherpresent or future obligations and commitments.

We may not be able to repurchase the Notes upon a Change of Control Triggering Event

We must offer to purchase the Notes upon the occurrence of a Change of Control TriggeringEvent at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest. See“Description of the Notes”.

The source of funds for any such purchase would be our available cash or third-party financing.However, we may not have enough available funds at the time of the occurrence of any Change ofControl Triggering Event to make purchases of outstanding Notes. Our failure to make the offer topurchase or purchase the outstanding Notes would constitute an Event of Default under the Notes. TheEvent of Default may, in turn, constitute an event of default under other indebtedness, any of whichcould cause the related debt to be accelerated after any applicable notice or grace periods. If our otherdebt were to be accelerated, we may not have sufficient funds to purchase the Notes and repay thedebt.

In addition, the definition of Change of Control Triggering Event for purposes of the Indenturegoverning the Notes does not necessarily afford protection for the holders of the Notes in the event ofsome highly leveraged transactions, including certain acquisitions, mergers, refinancings, restructuringsor other recapitalizations, although these types of transaction could increase our indebtedness orotherwise affect our capital structure or credit ratings. The definition of Change of Control TriggeringEvent for purposes of the Indenture governing the Notes also includes a phrase relating to the sale of“all or substantially all” of our assets. Although there is a limited body of case law interpreting thephrase “substantially all”, there is no precise established definition under applicable law. Accordingly,our obligation to make an offer to purchase the Notes, and the ability of a holder of the Notes torequire us to purchase its Notes pursuant to the offer as a result of a highly leveraged transaction or asale of less than all of our assets, may be uncertain.

The insolvency laws of the Cayman Islands and other local insolvency laws may differ from thelaws of jurisdictions with which holders of the Notes are familiar

Because we are incorporated under the laws of the Cayman Islands, an insolvency proceedingrelating to us would likely involve Cayman Islands insolvency laws, the procedural and substantiveprovisions of which may differ from comparable provisions of the laws of jurisdictions with whichholders of the Notes are familiar. In addition, the Subsidiary Guarantors are incorporated in the BritishVirgin Islands or Hong Kong and the insolvency laws of the British Virgin Islands and Hong Kong mayalso differ from the laws of the United States or other jurisdictions with which the holders of the Notesare familiar.

We conduct substantially all of our business operations through PRC-incorporated subsidiaries inthe PRC. The Subsidiary Guarantors, as equity holders in our PRC subsidiaries, are necessarily subjectto the bankruptcy and insolvency laws of the PRC in a bankruptcy or insolvency proceeding involvingany of such PRC subsidiaries. Any JV Subsidiary Guarantors which become equity holders of our PRCsubsidiaries would also be subject to such laws. The PRC laws and regulations relating to bankruptcyand insolvency and the legal proceedings in that regard may significantly differ from those ofjurisdictions with which the holders of the Notes are familiar. You should analyze the risks anduncertainties carefully before you invest in our Notes.

We may be unable to obtain and remit foreign exchange

Our ability to satisfy our obligations under the Notes depends solely upon the ability of oursubsidiaries in the PRC to obtain and remit sufficient foreign currency to pay dividends to us and torepay shareholder loans. Our PRC subsidiaries must present certain documents to SAFE, its authorizedbranch or the designated foreign exchange bank for approval before they can obtain and remit foreigncurrencies out of the PRC (including, in the case of dividends, evidence that the relevant PRC taxes

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have been paid and, in the case of shareholder loans, evidence of the registration of the loan withSAFE). Prior to payment of interest and principal on any shareholder loan we make to our PRCsubsidiaries, the relevant PRC subsidiary must also present evidence of payment of the 10% (or 7% ifthe interest is paid to a Hong Kong resident, subject to the approval of the relevant PRC taxauthorities) withholding tax on the interest payable in respect of such shareholder loan. If any PRCsubsidiary for any reason fails to satisfy any of the PRC legal requirements for remitting foreigncurrency payments, the PRC subsidiary will be unable to pay us dividends or interest and principal onour existing shareholder loans, which may affect our ability to satisfy our obligations under the Notes.

If we are unable to comply with the restrictions and covenants in our debt agreements or theIndenture governing the Notes, there could be a default under the terms of these agreements orthe Indenture governing the Notes, which could cause repayment of our debt to be accelerated

If we are unable to comply with the restrictions and covenants in the Indenture governing theNotes, or our current or future debt and other agreements, including financial maintenance covenants,and we are unable to receive waivers or consents in respect of such non-compliance, there could be adefault under the terms of these agreements. In the event of a default under these agreements, theholders of the debt could terminate their commitments to lend to us, accelerate the debt and declare allamounts borrowed due and payable or terminate the agreements, as the case may be. Furthermore, someof our debt agreements, including the Indenture governing the Notes, contain cross-acceleration orcross-default provisions. As a result, our default under one debt agreement may cause the accelerationof debt, including the Notes, or result in a default under our other debt agreements, including theIndenture governing the Notes. If any of these events occur, we cannot assure you that our assets andcash flow would be sufficient to repay in full all of our indebtedness, or that we would be able to findalternative financing. Even if we could obtain alternative financing, we cannot assure you that it wouldbe on terms that are favorable or acceptable to us.

We have breached the terms of our debt agreements in the past, and there is no assurance that wewill not have other technical or other breaches or that we will be in full compliance with the terms ofour debt agreements in the future.

Our operations are restricted by the terms of the Notes, which could limit our ability to plan for orto react to market conditions or meet our capital needs, which could increase your credit risk

The Indenture governing the Notes includes a number of significant restrictive covenants. Thesecovenants restrict, among other things, our ability, and the ability of our Restricted Subsidiaries, to:

� incur or guarantee additional indebtedness and issue disqualified or preferred stock;

� declare dividends on capital stock or purchase or redeem capital stock;

� make investments or other specified restricted payments;

� issue or sell capital stock of Restricted Subsidiaries;

� guarantee indebtedness of Restricted Subsidiaries;

� sell assets;

� create liens;

� enter into sale and leaseback transactions;

� engage in any business other than permitted business;

� enter into agreements that restrict the Restricted Subsidiaries’ ability to pay dividends,transfer assets or make intercompany loans;

� enter into transactions with shareholders or affiliates; and

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� effect a consolidation or merger.

These covenants could limit our ability to plan for or react to market conditions or to meet ourcapital needs. Our ability to comply with these covenants may be affected by events beyond ourcontrol, and we may have to curtail some of our operations and growth plans to maintain compliance.

The terms of the Notes permit us to make investments in Unrestricted Subsidiaries and minorityowned joint ventures

In light of land prices, sizes of projects and other factors, we may from time to time considerdeveloping property developments jointly with other property developers. As a result, we may need tomake investments in joint ventures (including joint ventures in which we may own less than a 50%equity interest) and such joint ventures may or may not be Restricted Subsidiaries. Although theIndenture restricts us and our Restricted Subsidiaries from making investments in UnrestrictedSubsidiaries or minority joint ventures, these restrictions are subject to important exceptions andqualifications, including, among others, that we may, subject to certain conditions, make investments inany Unrestricted Subsidiaries and minority owned joint ventures primarily engaged in permittedbusiness up to an aggregate amount equal to 20% of our total assets. See “Description of the Notes”.

The terms of the Notes permit us to pay dividends of up to 20% of our distributable profit withoutrestrictions

Under the Indenture, we are allowed to pay dividends to our shareholders in any financial year inan aggregate amount of up to 20% of our consolidated net profit in such financial year. Although suchdividends will reduce the “restricted payment” basket dollar-by-dollar to the effect that it is possible forsuch basket to be negative, investors should note that we may able to pay a substantial amount ofdividends even when we are highly leveraged, which may materially and adversely affect our ability toservice our indebtedness, including the Notes.

The Notes may initially be sold to a small number of investors; accordingly, there may not be aliquid trading market for the Notes. In addition, one or more of the investors may own asignificant percentage or a majority of the Notes and may therefore be able to exercise certainrights and powers on behalf of all Noteholders

The Notes may initially be sold to a small number of investors. Accordingly, there may not be aliquid trading market for the Notes, in which case you may not be able to resell your Notes at their fairmarket value or at all. In addition, one or more of the investors may hold a significant percentage or amajority of the aggregate principal amount of the Notes. Any holder of a majority in aggregateprincipal amount of the Notes will have certain rights and powers under the Indenture and relateddocuments. For example, subject to certain exceptions, the holders of a majority in aggregate principalamount of the Notes may direct the time, method and place of conducting any proceeding forexercising any remedy available to the Trustee or exercising any trust or power conferred on it.Moreover, as described in “Description of the Notes – Amendments and Waiver”, the Indenture, theIntercreditor Agreement or any Security Document may be amended with the consent of the holders ofnot less than a majority in aggregate principal amount of the outstanding Notes, and any Default orEvent of Default or non-compliance with any provision of the Notes, the Indenture, the IntercreditorAgreement and any Security Document may be waived with the consent of the holders of a majority inaggregate principal amount of the Notes, subject in each case to certain exceptions. Accordingly, anyinvestor that holds a majority in aggregate principal amount of the Notes will be able to exercise suchrights and powers on behalf of all Noteholders and control the outcome of votes on such matters.Furthermore, any investor that holds a significant percentage of the Notes, even if less than a majority,will be able to exercise certain rights and powers and will have significant influence on matters votedon by Noteholders. For example, holders of at least 25% in aggregate principal amount of the Notesmay declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to beimmediately due and payable if certain types of Events of Default have occurred and are continuing.

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A trading market for the Notes may not develop, and there are restrictions on resales of the Notes

We have been advised that the Joint Global Coordinators, Joint Bookrunners and Joint LeadManagers intend to make, or to continue to make, a market in the Notes, but the Joint GlobalCoordinators, Joint Bookrunners and Joint Lead Managers are not obligated to do so and maydiscontinue such market-making activity at any time without notice. In addition, the Notes are beingoffered pursuant to exemptions from registration under the Securities Act and, as a result, you will onlybe able to resell your Notes in transactions that have been registered under the Securities Act or intransactions not subject to or exempt from registration under the Securities Act. See “TransferRestrictions”. The Notes may initially be sold to a small number of investors. A limited number ofinvestors may purchase a significant portion of the Notes offered. Accordingly, we cannot predictwhether an active trading market for the Notes will develop or be sustained, in which case investorsmay not be able to resell their Notes at their fair market value or at all. If such a market were todevelop, the Notes could trade at prices that may be higher or lower than the initial issue pricedepending on many factors, including prevailing interest rates, the Group’s operations and the marketfor similar securities.

The ratings and rating outlook assigned to the Notes and our corporate ratings may be lowered orwithdrawn in the future

The Notes are expected to be rated “BB” by Fitch and “BB+” by Lianhe Global. We have beenassigned a corporate credit rating of “BB” with a stable outlook by Fitch, “B1” with a positive outlookby Moody’s, “B+” with a positive outlook by S&P and “BB+” with a stable outlook by Lianhe Global.The ratings address our ability to perform our obligations under the terms of the Notes and credit risksin determining the likelihood that payments will be made when due under the Notes. A rating is not arecommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawalat any time. We cannot assure you that a rating or rating outlook will remain for any given period oftime or that a rating or rating outlook will not be lowered or withdrawn entirely by the relevant ratingagency if in its judgment circumstances in the future so warrant. We have no obligation to informholders of the Notes of any such revision, downgrade or withdrawal. A suspension, reduction orwithdrawal at any time of our ratings may adversely affect the market price of the Notes.

Certain transactions that constitute “connected transactions” under the listing rules of The StockExchange of Hong Kong Limited will not be subject to the “Limitation on Transactions withShareholders and Affiliates” covenant

Our shares are listed on the Hong Kong Stock Exchange and we are required to comply with thelisting rules of The Stock Exchange of Hong Kong Limited, which provide, among other things, thatany transaction between a listed company or any of its subsidiaries, on the one hand, and a “connectedperson” of such listed company, on the other hand, is a “connected transaction” that, if the value ofsuch transaction exceeds the applicable de minimis thresholds, will require the prior approval of theindependent shareholders of such listed company. The definition of “connected person” to a listedcompany includes, among others, any 10% or more shareholder of (i) such listed company or (ii) anysubsidiary of such listed company. The concept of “connected person” also captures “associates”, whichinclude, among others, (a) any subsidiary of such “connected person”, (b) any holding company of such“connected person” and any subsidiary of such holding company, and (c) any company in which suchentity or entities mentioned in (a) and (b) above taken together has/have the power to exercise control,directly or indirectly, of 30% or more of the voting power of such company.

The “Limitation on Transactions with Shareholders and Affiliates” covenant in the Notes onlyapplies to transactions between the Company or any Restricted Subsidiary, on the one hand, and (x) anyholder (or any affiliate of such holder) of 10% or more of any class of Capital Stock of the Companyor (y) any affiliate of the Company, on the other hand. As such, transactions between the Company orany Restricted Subsidiary, on the one hand, and an affiliate of any Restricted Subsidiary, on the otherhand, will not be captured by such covenant, even though they are subject to the independentshareholders’ requirement under the listing rules of The Stock Exchange of Hong Kong Limited. As aresult, we are not required by the terms of the Notes to ensure that any such transactions are on terms

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that are fair and reasonable, and we will not need to deliver officers’ certificates or procure the deliveryof fairness opinions of accounting, appraisal or investment banking firms to the Trustee of the Notes forany such transactions.

The liquidity and price of the Notes following the offering may be volatile

The price and trading volume of the Notes may be highly volatile. Factors such as variations inour revenues, earnings and cash flows and proposals for new investments, strategic alliances and/oracquisitions, interest rates and fluctuations in prices for comparable companies, government regulationsand changes thereof applicable to our industry and general economic conditions nationally orinternationally could cause the price of the Notes to change. Any such developments may result in largeand sudden changes in the volume and price at which the Notes will trade. We cannot assure you thatthese developments will not occur in the future.

Certain facts and statistics are derived from publications not independently verified by us, theJoint Global Coordinators, Joint Bookrunners and Joint Lead Managers, the Trustee, theRegistrar, the Collateral Agent, the Paying Agent or our or their respective advisors

Facts and statistics in this offering memorandum relating to the PRC’s economy and the realestate industry are derived from publicly available sources. While we have taken reasonable care toensure that the facts and statistics presented are accurately reproduced from such sources, they have notbeen independently verified by us, the Joint Global Coordinators, Joint Bookrunners and Joint LeadManagers, the Trustee, the Registrar, the Collateral Agent, the Paying Agent or our or their respectiveadvisors and, therefore, we make no representation as to the accuracy of such facts and statistics, whichmay not be consistent with other information compiled within or outside the PRC. Due to possiblyflawed or ineffective calculation and collection methods and other problems, the facts and statisticsherein may be inaccurate or may not be comparable to facts and statistics produced for other economiesand should not be unduly relied upon. Furthermore, we cannot assure you that they are stated orcompiled on the same basis or with the same degree of accuracy as may be the case elsewhere.

There may be less publicly available information about us than is available in certain otherjurisdictions

There may be less publicly available information about companies listed in Hong Kong than isregularly made available by public companies in certain other countries.

We will follow the applicable corporate disclosure standards for debt securities listed on theSGX-ST, which standards may be different from those applicable to debt securities listed in certainother countries

We will be subject to reporting obligations in respect of the Notes to be listed on the SGX-ST.The disclosure standards imposed by the SGX-ST may be different from those imposed by securitiesexchanges in other countries such as the United States or Hong Kong. As a result, the level ofinformation that is available may not correspond to what investors in the Notes are accustomed to.

The Notes will initially be held in book-entry form, and therefore you must rely on the proceduresof the relevant clearing systems to exercise any rights and remedies

The Notes will initially only be issued in global form and held through Euroclear andClearstream. Interests in the Notes represented by the Global Notes will trade in book-entry form only,and notes in definitive registered form, or definitive registered notes, will be issued in exchange forbook-entry interests only in very limited circumstances. Owners of book-entry interests will not beconsidered owners or holders of the Notes. The nominee of the common depositary for Euroclear andClearstream will be the sole registered holder of the Global Notes representing the Notes. Payments ofprincipal, interest and other amounts owing on or in respect of the Global Notes representing the Noteswill be made to the Paying Agent, which will make payments to Euroclear and Clearstream. Thereafter,these payments will be credited to accounts of participants that hold book-entry interests in the GlobalNotes representing the Notes and credited by such participants to indirect participants. After payment tothe nominee of the common depositary for Euroclear and Clearstream, we will have no responsibility or

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liability for the payment of interest, principal or other amounts to the owners of book-entry interests.Accordingly, if you own a book-entry interest, you must rely on the procedures of Euroclear andClearstream and, if you are not a participant in Euroclear and Clearstream, on the procedures of theparticipant through which you own your interest, to exercise any rights and obligations of a Noteholderunder the Indenture.

Unlike the holders of the Notes themselves, owners of book-entry interests will not have thedirect right to act upon our solicitations for consents, requests for waivers or other actions fromNoteholders. Instead, if you own a book-entry interest, you will be permitted to act only to the extentyou have received appropriate proxies to do so through Euroclear and Clearstream. The proceduresimplemented for the granting of such proxies may not be sufficient to enable you to vote on a timelybasis.

Similarly, upon the occurrence of an Event of Default under the Indenture, unless and untildefinitive registered notes are issued in respect of all book-entry interests, if you own a book-entryinterest, you will be restricted to acting through Euroclear and Clearstream. The procedures to beimplemented through Euroclear and Clearstream may not be adequate to ensure the timely exercise ofrights under the Notes.

The Trustee may request Noteholders to provide an indemnity and/or security and/or prefunding toits satisfaction

The Trustee may (at its sole discretion) request Noteholders to provide an indemnity and/orsecurity and/or pre-funding to its satisfaction before it takes any action on behalf of Noteholders. TheTrustee shall not be obliged to take any such action if not indemnified and/or secured and/or pre-fundedto its satisfaction. Negotiating and agreeing to any indemnity and/or security and/or pre-funding can bea lengthy process and may impact on when such actions can be taken. The Trustee may not be able totake actions, notwithstanding the provision of an indemnity or security or pre-funding to it, in breach ofthe terms of the Indenture (as defined in “Description of the Notes”) or in circumstances where there isuncertainty or dispute as to the applicable laws or regulations and, to the extent permitted by theagreements and the applicable laws and regulations, it will be for the Noteholders to take such actiondirectly.

We may redeem the Notes at our option before the maturity date

We may at any time and from time to time redeem the Notes in whole or in part as set out in“Description of the Notes”. We also have the right to redeem the Notes in other circumstances,including as a result of changes or amendments to relevant taxation laws, each as further described in“Description of the Notes”. If we exercise our rights to redeem the Notes, the Notes may be redeemedprior to the original maturity date. If we elect to only redeem part of the Notes, the liquidity and priceof the remaining Notes which have not been redeemed may be adversely impacted.

Risks Relating to the Subsidiary Guarantees, the JV Subsidiary Guarantees and the Collateral

Our Subsidiary Guarantors do not currently have significant operations and certain SubsidiaryGuarantees may in some cases be replaced by limited-recourse guarantees

We conduct substantially all of our business operations through our PRC subsidiaries, but none ofour current PRC subsidiaries will provide a Subsidiary Guarantee or a JV Subsidiary Guarantee uponissuance of the Notes or at any time thereafter. Moreover, no future subsidiaries that may be organizedunder the laws of the PRC will provide a Subsidiary Guarantee or a JV Subsidiary Guarantee at anytime in the future. In addition, certain of our offshore subsidiaries are not required to guarantee theNotes if the consolidated assets of these subsidiaries do not exceed 25.0% of our total assets. Certainexempted subsidiaries are also allowed to not provide a subsidiary guarantee. As a result, the Notes areeffectively subordinated to all the debt and other obligations, including contingent obligations and tradepayables, of the PRC subsidiaries and other Non-Guarantor Subsidiaries (if any). See “Description ofOther Material Indebtedness” for further details in relation to the indebtedness of these companies.Moreover, the Collateral will not include the capital stock of our existing or future Non-GuarantorSubsidiaries.

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The Subsidiary Guarantors that will guarantee the Notes do not have significant operations. Wecannot assure you that the Subsidiary Guarantors or any subsidiaries that may become SubsidiaryGuarantors or JV Subsidiary Guarantors in the future would have the funds necessary to satisfy ourfinancial obligations under the Notes if we are unable to do so.

The Subsidiary Guarantees or JV Subsidiary Guarantees (if any) may be challenged underapplicable insolvency or fraudulent transfer laws, which could impair the enforceability of theSubsidiary Guarantees or JV Subsidiary Guarantees

Under bankruptcy laws, fraudulent transfer laws, insolvency or unfair preference or similar lawsin Hong Kong, the British Virgin Islands and other jurisdictions where future Subsidiary Guarantors orJV Subsidiary Guarantors may be established, a guarantee could be voided, or claims in respect of aguarantee could be subordinated to all other debts of that guarantor, if, among other things and whereapplicable, the guarantor, at the time it incurred the indebtedness evidenced by, or when it gives, itsguarantee:

� incurred the debt with the intent to hinder, delay or defraud creditors (whenever thetransaction took place and irrespective of insolvency) or was influenced by a desire to putthe beneficiary of the guarantee in a position which, in the event of the guarantor’sinsolvency, would be better than the position the beneficiary would have been in had theguarantee not been given;

� received no consideration or received consideration in money or money’s worth that issignificantly less than the consideration supplied by the Subsidiary Guarantor or receivedless than reasonably equivalent value or fair consideration for the incurrence of suchguarantee;

� in the case of a guarantor incorporated outside the British Virgin Islands only, was engagedin a business or transaction of which the guarantor’s remaining assets constitutedunreasonably small capital;

� intended to incur, or believed that it would incur, debts beyond its ability to pay such debtsas they mature; and

� was insolvent or rendered insolvent by reason of such incurrence.

The measure of insolvency for purposes of the foregoing will vary depending on the laws of thejurisdiction which are being applied. Generally, however, a guarantor would be considered insolvent ata particular time if it were unable to pay its debts as they fell due or if the sum of its debts was thengreater than all of its property at a fair valuation or if the present fair saleable value of its assets wasthen less than the amount that would be required to pay its probable liabilities on its existing debt asthey became absolute and matured. Additionally, a guarantee will only be vulnerable if it is givenwithin the six-month period preceding the commencement of liquidation or, under some circumstances,within a longer period. Further, a guarantor would be considered insolvent if it fails to comply with therequirements of a statutory demand that has not been set aside or it fails to satisfy a judgment, order ordecree of the court in favour of a creditor upon execution of the same.

In addition, a guarantee may be subject to review under applicable insolvency or fraudulenttransfer laws in certain jurisdictions or subject to a lawsuit by or on behalf of creditors of theguarantors. In such case, the analysis set forth above would generally apply, except that the guaranteecould also be subject to the claim that, since the guarantee was not incurred for the benefit of theguarantor, the obligations of the guarantor thereunder were incurred for less than reasonably equivalentvalue or fair consideration.

In an attempt to limit the applicability of insolvency and fraudulent transfer laws in certainjurisdictions, the obligations of the Subsidiary Guarantors or JV Subsidiary Guarantors (if any) underthe Subsidiary Guarantees or JV Subsidiary Guarantees (as the case may be) will be limited to the

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maximum amount that can be guaranteed by the applicable Subsidiary Guarantor or JV SubsidiaryGuarantors (if any) without rendering the guarantee, as it relates to such Subsidiary Guarantor or JVSubsidiary Guarantors (if any), voidable under such applicable insolvency or fraudulent transfer laws.

If a court voided a Subsidiary Guarantee or JV Subsidiary Guarantee (as the case may be),subordinated such guarantee to other indebtedness of the Subsidiary Guarantor or JV SubsidiaryGuarantor or held the Subsidiary Guarantee or JV Subsidiary Guarantee (as the case may be)unenforceable for any other reason, holders of the Notes would cease to have a claim against thatSubsidiary Guarantor or JV Subsidiary Guarantor based upon such guarantee, would be subject to theprior payment of all liabilities (including trade payables) of such Subsidiary Guarantor or JV SubsidiaryGuarantor and would solely be creditors of us and any Subsidiary Guarantor or JV SubsidiaryGuarantor whose guarantee was not voided or held unenforceable. We cannot assure you that, afterproviding for all prior claims, there would be sufficient assets to satisfy the claims of the holders of theNotes.

The charge of certain Collateral may in certain circumstances be voidable

The charge of the Collateral may be voidable as a preference under insolvency or fraudulenttransfer or similar laws of Hong Kong, the Cayman Islands and the British Virgin Islands if made atany time within six months immediately preceding the commencement of liquidation or, under somecircumstances, within a longer period. Charges of capital stock of future Subsidiary Guarantors mayalso be voidable as a preference under relevant insolvency or fraudulent transfer or similar laws. Inaddition, the charge of certain Collateral may be voided based on the analysis set forth under “– TheSubsidiary Guarantees or JV Subsidiary Guarantees (if any) may be challenged under applicableinsolvency or fraudulent transfer laws, which could impair the enforceability of the SubsidiaryGuarantees or JV Subsidiary Guarantees”.

If the charge of the Collateral were to be voided for any reason, holders of the Notes would haveonly an unsecured claim against us and the Subsidiary Guarantor Pledgors.

Under the Intercreditor Agreement, subject to the approval of the relevant PRC tax authorities, theholders of the Notes will be required to share recovery proceeds with other secured creditors andhave certain limitations on their ability to enforce the security documents

Security over the Collateral for the obligations of the Company and the Subsidiary Guarantorsunder the Notes, the Subsidiary Guarantees and the Indenture governing the Notes will not be granteddirectly to the holders of the Notes but has been granted only in favor of the Collateral Agent, who willalso hold such Collateral on behalf of the lenders of the HSB (2018) Facility Agreement (as defined inthe “Description of the Notes”) and the NCB Facility Agreement (as defined in the “Description of theNotes”) and any other Permitted Pari Passu Secured Indebtedness. As a consequence, holders of theNotes will not have direct security and will not be entitled to take enforcement action in respect of thesecurity for the Notes and the Subsidiary Guarantees, except through the Collateral Agent, acting oninstructions from the Trustee. Pursuant to the Intercreditor Agreement, any proceeds of enforcementagainst the Collateral shall be applied towards such obligations.

The Indenture governing the Notes provides that the Collateral will be shared on a pari passu andpro rata basis among the creditors under the HSB (2018) Facility Agreement and the NCB FacilityAgreement and any other obligor under all other Permitted Pari Passu Secured Indebtedness which hasbeen granted a lien on the Collateral in accordance with the terms of the Intercreditor Agreement.Because the Collateral will be shared pari passu and pro rata with creditors under other financings, thefull value of the Collateral may not be available to satisfy Noteholders’ claims.

The Indenture governing the Notes and the Guarantees also permits us to enter into certain futurefinancings, and creditors under those future financings may share the Collateral pari passu with theCollateral Agent acting on behalf of the Noteholders. See “Description of the Notes – Security” for afurther discussion on the Collateral. If creditors under future financings opt to share the Collateralunder the Intercreditor Agreement, a smaller portion of the proceeds from the enforcement of theCollateral will be available to satisfy Noteholders’ claims, which could have a material adverse effecton the ability of the Noteholders to recover sufficient proceeds to satisfy their claims under the Notes.

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The value of the Collateral will likely not be sufficient to satisfy our obligations under the Notes,the Existing Indebtedness and other pari passu secured indebtedness

The Collateral consists only of the capital stock of the Subsidiary Guarantors (other than GoldLucky), all of which will be shared on a pari passu and pro rata basis with certain existing lenders ofthe Company pursuant to the terms of the Intercreditor Agreement. Accordingly, in the event of adefault on the Notes or the other secured indebtedness and a foreclosure on the Collateral, anyforeclosure proceeds would be shared by the holders of secured indebtedness in proportion to theoutstanding amounts of each class of such secured indebtedness. As such, the value of the Collateralsecuring the Notes and the Subsidiary Guarantees of the Subsidiary Guarantor Pledgors may not besufficient to satisfy the obligations of the Company and each of the Subsidiary Guarantor Pledgorsunder the Notes and the Subsidiary Guarantees of the Subsidiary Guarantor Pledgors, and the Collateralsecuring the Notes and such Subsidiary Guarantees, may be reduced or diluted under certaincircumstances, including the issuance of Additional Notes or other pari passu indebtedness and thedisposition of assets comprising the Collateral, provided that any such circumstance that results in thereduction or dilution of the Collateral is permitted under the terms of the Indenture.

Also, the security interest in respect of certain Collateral may be released upon the disposition ofsuch Collateral and any proceeds from such disposition may be applied, prior to repaying any amountsdue under the Notes, the HSB (2018) Facility Agreement and the NCB Facility Agreement, theSeptember 2017 Notes, the May 2018 Notes, the September 2018 USD Notes, the September 2018 SGDNotes, the January 2019 USD Notes, the February 2019 USD Notes (including the Additional February2019 USD Notes), the June 2019 USD Notes, the February 2020 USD Notes, the July 2020 USD Notes,the September 2020 USD Notes and other pari passu secured indebtedness to repay other debt or tomake investments in properties and assets that will not be charged as additional Collateral.

In addition, the ability of the Trustee, on behalf of the holders of the Notes, to foreclose on theCollateral upon the occurrence of an Event of Default or otherwise, will be subject in certain instancesto perfection and priority issues. Although procedures will be undertaken to support the validity andenforceability of the security interests, we cannot assure you that the Trustee or holders of the Noteswill be able to enforce the security interest.

Furthermore, the value of the Collateral in the event of a liquidation will depend upon market andeconomic conditions, the availability of buyers and similar factors. No independent appraisals of any ofthe Collateral have been prepared by or on behalf of us in connection with this offering of the Notes.Accordingly, we cannot assure you that the proceeds of any sale of the Collateral following anacceleration of the Notes would be sufficient to satisfy, or would not be substantially less than, amountsdue and payable on the Notes, the HSB (2018) Facility Agreement and the NCB Facility Agreement,the September 2017 Notes, the May 2018 Notes, the September 2018 USD Notes, the September 2018SGD Notes, the January 2019 USD Notes, the February 2019 USD Notes (including the AdditionalFebruary 2019 USD Notes), the June 2019 USD Notes, the February 2020 USD Notes, the July 2020USD Notes, the September 2020 USD Notes and other pari passu secured indebtedness (as defined inthe Indenture). By their nature, some or all of the Collateral, in particular, the capital stock of theexisting or any future Subsidiary Guarantor, may be illiquid and may have no readily ascertainablemarket value. Likewise, we cannot assure you that the Collateral will be saleable or, if saleable, thatthere will not be substantial delays in its liquidation.

The Intercreditor Agreement may impact the ability of the Company, the Subsidiary Guarantorsand the JV Subsidiary Guarantors (if any) to pay amounts due under the Notes, the SubsidiaryGuarantees and the JV Subsidiary Guarantees (if any), and the Intercreditor Agreement may limitthe rights of holders of the Notes to the Collateral

The Collateral Agent is required to take action to enforce the Collateral in accordance with theinstructions of the holders of the Notes, the lenders under the HSB (2018) Facility Agreement and theNCB Facility Agreement, the holders of the September 2017 Notes, the holders of the May 2018 Notes,the holders of the September 2018 USD Notes, the holders of the September 2018 SGD Notes, theholders of the January 2019 USD Notes, the holders of the February 2019 USD Notes (including theholders of the Additional February 2019 USD Notes), the holders of the June 2019 USD Notes, theholders of the February 2020 USD Notes, the holders of the July 2020 USD Notes, the holders of the

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September 2020 USD Notes, or the holders of any future Permitted Pari Passu Secured Indebtedness, asa class, given under and in accordance with the Intercreditor Agreement. Any enforcement action takenby the Collateral Agent will adversely affect the Company’s entitlement to receive distributions fromthe Collateral, which will, in turn, have an adverse impact on the Company’s ability to fulfill itspayment obligations under the Notes. Further, the Subsidiary Guarantors’ ability to pay under theSubsidiary Guarantees will be adversely affected.

The ability of holders of the Notes to enforce the Collateral is restricted under the IntercreditorAgreement, as only the Collateral Agent is permitted to take enforcement actions. If an event of defaultoccurs under the Notes, the holders of the Notes holding 25% of the outstanding amount of the Notes,the lenders under the HSB (2018) Facility Agreement and the NCB Facility Agreement, the holders ofthe September 2017 Notes, the holders of the May 2018 Notes, the holders of the September 2018 USDNotes, the holders of the September 2018 SGD Notes, the holders of the January 2019 USD Notes, theholders of the February 2019 USD Notes (including the holders of the Additional February 2019 USDNotes), the holders of the June 2019 USD Notes, the holders of the February 2020 USD Notes, theholders of the July 2020 USD Notes, the holders of the September 2020 USD Notes, or holders ofother Permitted Pari Passu Secured Indebtedness (if any), as a class, may decide whether to take anyenforcement action and may thereafter, through their respective trustee or agent, in accordance with theIntercreditor Agreement, instruct the Collateral Agent to take enforcement action against the Collateral.By virtue of the instructions given to the Collateral Agent described above, actions may be taken inrespect of the Collateral that may be adverse to holders of the Notes. In such event, the only remedyavailable to holders of the Notes would be to sue for payment under the Notes and the SubsidiaryGuarantees. Such instructions may only be overridden by instructions from the majority secured partiesor, before the Company incurs any Permitted Pari Passu Secured Indebtedness, from the holders of theNotes, the lenders under the HSB (2018) Facility Agreement and the NCB Facility Agreement, theholders of the September 2017 Notes, the holders of the May 2018 Notes, the holders of the September2018 USD Notes, the holders of the September 2018 SGD Notes, the holders of the January 2019 USDNotes, the holders of the February 2019 USD Notes (including the holders of the Additional February2019 USD Notes), the holders of the June 2019 USD Notes, the holders of the February 2020 USDNotes, the holders of the July 2020 USD Notes and the holders of the September 2020 USD Notes.

The Collateral Agent, acting in its capacity as such, shall have such duties with respect to theCollateral pledged, assigned or granted pursuant to the Intercreditor Agreement and the SecurityDocuments as are set forth in the Intercreditor Agreement. Under certain circumstances, the CollateralAgent may have obligations under the Security Documents or the Intercreditor Agreement that are inconflict with the interests of the holders of the Notes. The Collateral Agent will not be under anyobligation to exercise any rights or powers conferred under the Intercreditor Agreement or any of theSecurity Documents for the benefit of the holders of the Notes, the lenders under the HSB (2018)Facility Agreement and the NCB Facility Agreement, the holders of the September 2017 Notes, theholders of the May 2018 Notes, the holders of the September 2018 USD Notes, the holders of theSeptember 2018 SGD Notes, the holders of the January 2019 USD Notes, the holders of the February2019 USD Notes (including the holders of the Additional February 2019 USD Notes), the holders of theJune 2019 USD Notes, the holders of the February 2020 USD Notes, the holders of the July 2020 USDNotes, the holders of the September 2020 USD Notes, or the holders of any future Permitted Pari PassuSecured Indebtedness (if any) unless such holders or lender have offered to the Collateral Agentindemnity and/or security and/or pre-funding satisfactory to the Collateral Agent against any loss,liability or expense.

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USE OF PROCEEDS

We estimate that the net proceeds from this offering, after deducting the underwriting commissionand other estimated expenses payable in connection with this offering, will be approximatelyUS$ million. We intend to use the net proceeds to refinance existing offshore indebtedness.

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EXCHANGE RATE INFORMATION

Hong Kong

The Hong Kong dollar is freely convertible into other currencies, including the U.S. dollar. SinceOctober 17, 1983, the Hong Kong dollar has been pegged to the U.S. dollar at the rate of HK$7.80 toUS$1.00. The central element in the arrangements which gave effect to the peg is that, by agreementbetween the Hong Kong Special Administrative Region government and the three Hong Kong banknoteissuing banks (i.e., The Hongkong and Shanghai Banking Corporation Limited, Standard CharteredBank and the Bank of China), certificates of indebtedness, which are issued by the Hong KongGovernment Exchange Fund to the banknote issuing banks to be held as cover for their banknoteissues, are issued and redeemed only against payment in U.S. dollars at the fixed exchange rate ofHK$7.80 to US$1.00. When the banknotes are withdrawn from circulation, the banknote issuing bankssurrender the certificates of indebtedness to the Hong Kong Government Exchange Fund and are paidthe equivalent U.S. dollars at the fixed rate.

The market exchange rate of the Hong Kong dollar against the U.S. dollar continues to bedetermined by the forces of supply and demand in the foreign exchange market. However, against thebackground of the fixed rate which applies to the issue of the Hong Kong currency in the form ofbanknotes, as described above, the market exchange rate has not deviated materially from the level ofHK$7.80 to US$1.00 since the peg was first established. However, in May 2005, the Hong KongMonetary Authority broadened the 22-year old trading band from the original rate of HK$7.80 per U.S.dollar to a rate range of HK$7.75 to HK$7.85 per U.S. dollar. The Hong Kong Special AdministrativeRegion government has stated its intention to maintain the link at that rate and it, acting through theHong Kong Monetary Authority, has a number of means by which it may act to maintain exchange ratestability. Under the Basic Law, the Hong Kong dollar will continue to circulate and remain freelyconvertible. The Hong Kong Special Administrative Region government has also stated that it has nointention of imposing exchange controls in Hong Kong and that the Hong Kong dollar will remainfreely convertible into other currencies, including the U.S. dollar. However, no assurance can be giventhat the Hong Kong Special Administrative Region government will maintain the link at HK$7.75 toHK$7.85 per U.S. dollar, or at all.

The following table sets forth the exchange rate as set forth in the H.10 statistical release of theFederal Reserve Board for and as at the period ends indicated through October 30, 2020:

Exchange Rate

PeriodPeriod

end Average(1) High Low

(HK$ per US$)

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7539 7.7565 7.7654 7.75032014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7531 7.7554 7.7669 7.74952015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7507 7.7519 7.7686 7.74952016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7534 7.7618 7.8270 7.75052017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8128 7.7950 7.8267 7.75402018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8305 7.8375 7.8499 7.80432019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7894 7.8335 7.8499 7.78502020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7665 7.7725 7.7889 7.7661February . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7927 7.7757 7.7951 7.7630March. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7513 7.7651 7.7863 7.7511April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7514 7.7512 7.7530 7.7498May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7513 7.7519 7.7561 7.7500June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7501 7.7501 7.7514 7.7498July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7500 7.7509 7.7538 7.7499August . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7501 7.7502 7.7506 7.7498September . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7500 7.7500 7.7504 7.7499October. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7548 7.7503 7.7548 7.7498

Source: Federal Reserve H.10 Statistical Release

– 68 –

Note:

(1) Determined by averaging the rates on the last business day of each month during the relevant year, except for the averagerates of the relevant periods in 2020, which are determined by averaging the daily rates during the periods.

On October 30, 2020, the exchange rate as set forth in the H.10 statistical release of the FederalReserve Board was US$1.00 = HK$7.7548.

Renminbi

Since 1994, the PBOC has set and published a daily base exchange rate with reference primarilyto the supply and demand of Renminbi in the market during the previous day. On July 21, 2005, thePRC government introduced a managed floating exchange rate system to allow the value of theRenminbi to fluctuate within a regulated band based on market supply and demand and by reference toa basket of currencies. The PBOC has authorized the China Foreign Exchange Trading Centre toannounce the Renminbi’s closing price each day, and that rate serves as the midpoint of the next day’strading band. In 2007, the PBOC widened the daily trading band of the Renminbi against the U.S.dollar from 0.3% to 0.5%. As a result, the Renminbi is now permitted to rise or fall 0.5% each dayfrom the midpoint set each morning. The PRC government may make further adjustments to theexchange rate system in the future. On June 20, 2010, the PBOC announced that it intended to furtherreform the Renminbi exchange rate regime by allowing greater flexibility in the Renminbi exchangerate and on April 16, 2012, the band was expanded to 1.0 per cent. These changes in currency policyresulted in the Renminbi appreciating against the U.S. dollar by approximately 26.9 per cent. from July21, 2005 to December 31, 2013. On March 17, 2014, the PBOC further widened the floating bandagainst the U.S. dollar to 2.0 per cent. Following an announcement by the PBOC on August 11, 2015 toimprove the central parity quotations of Renminbi against the U.S. dollar by authorizing market-makersto provide central parity quotations to the China Foreign Exchange Trading Centre daily before theopening of the interbank foreign exchange market, Renminbi depreciated significantly against the U.S.dollar in the remainder of 2015 and 2016 before rebounding in 2017. In 2018, the Renminbiexperienced further fluctuation in value against the U.S. dollar, with significant depreciation occurringsince the second quarter of 2018. The PRC government may adopt further reforms of its exchange ratesystem, including making the Renminbi freely convertible in the future.

The following table sets forth the noon buying rate for U.S. dollars in New York City for cabletransfer in Renminbi as certified for customs purposes by the H.10 weekly statistical release of theFederal Reserve Board for and as at the period ends indicated through October 30, 2020:

Exchange Rate

PeriodPeriod

end Average(1) High Low(RMB per US$)

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.0537 6.1412 6.2438 6.05372014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2046 6.1704 6.2591 6.04022015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4778 6.2869 6.4896 6.18702016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9430 6.6549 6.9580 6.44802017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5063 6.7350 6.9575 6.47732018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8755 6.6322 6.9737 6.26492019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9618 6.9014 7.1786 6.68222020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

January . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9161 6.9184 6.9749 6.8589February . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9906 6.9967 7.0286 6.9650March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.0808 7.0205 7.1099 6.9244April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.0622 7.0708 7.0989 7.0341May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1348 7.1016 7.1681 7.0622June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8651 7.0816 7.1263 7.0575July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9744 7.0041 7.0703 6.9744August . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8474 6.9301 6.9799 6.8474September . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7896 6.8106 6.8474 6.7529October. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6919 6.7271 6.7898 6.6503

Source: Federal Reserve H.10 Statistical Release

– 69 –

Note:

(1) Determined by averaging the rates on the last business day of each month during the relevant year, except for the averagerates of the relevant periods in 2020, which are determined by averaging the daily rates during the periods.

On October 30, 2020, the exchange rate as set forth in the H.10 statistical release of the FederalReserve Board was US$1.00 = RMB6.6919.

– 70 –

CAPITALIZATION

The following table sets forth our audited cash and cash equivalents, current borrowings, non-current borrowings, total equity and total capitalization as at June 30, 2020:

� on an actual basis; and

� as adjusted to give effect to the issue of the Notes after deducting the underwritingcommission and other estimated expenses payable by us.

As at June 30, 2020

Actual(unaudited)

As Adjusted(unaudited)

RMB (in ’000)

Bank balances and cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,027,103

Short-term borrowings(1)

Bank and other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,643,040 36,643,040Borrowings from non-controlling shareholders of subsidiaries . . . . . . 5,355,416 5,355,416Borrowings from joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,314,598 18,314,598Borrowings from associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 325,771 325,771Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272,491 272,491Senior notes and bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,868,955 10,868,955

Total short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,780,271 71,780,271

Long-term borrowings(2)

Bank and other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,971,462 36,971,462Senior notes and bonds(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,564,298 18,564,298Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609,343 609,343Notes to be issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –

Total long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,145,103

Capital and reservesShare capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,568 25,568Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,238,013 15,238,013

Total equity attributable to owners of the Company . . . . . . . . . . . 15,263,581 15,263,581

Total capitalization(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,408,684

Notes:

(1) Short-term borrowings include the current portion of long-term borrowings.

(2) Long-term borrowings exclude the current portion of long-term borrowings.

(3) Total capitalization includes total long-term borrowings plus total equity attributable to the owners of the Company.

(4) In July 2020, we issued the July 2020 USD Notes in the principal amount of US$460,000,000. The net proceeds from theissuance at the amount of approximately US$453 million are not reflected in the capitalization table above. In August2020, we issued the August 2020 Domestic Bonds in the principal amount of RMB1.18 billion. The net proceeds from theissuance are not reflected in the capitalization table above. We fully redeemed approximately RMB2.1 billion onshorecorporate bonds in July 2020. In September 2020, we issued the September 2020 USD Notes in the principal amount ofUS$350,000,000. The net proceeds from the issuance at the amount of approximately US$345 million are not reflected inthe capitalization table above.

We have incurred other indebtedness in the ordinary course of our business since June 30, 2020,including the issuance of privately placed debt securities in the aggregate amount of US$120,000,000.Except as otherwise disclosed herein and in “Description of Other Material Indebtedness”, there hasbeen no material change in our capitalization since June 30, 2020.

– 71 –

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present our summary financial and other data. Our consolidated financialstatements as at and for each of the fiscal years ended December 31, 2017, 2018 and 2019 have beenaudited by Deloitte Touche Tohmatsu. The summary financial data as at and for each of the fiscal yearsended December 31, 2017, 2018 and 2019 (except for Adjusted EBITDA data) is derived from ouraudited consolidated financial statements for those years and as at the dates indicated. The summaryfinancial data as at and for each of the six months ended June 30, 2019 and 2020 (except for AdjustedEBITDA data) is derived from our unaudited but reviewed interim financial statements for those periodsand as at the dates indicated. The unaudited but reviewed interim financial statements as at and foreach of the six months ended June 30, 2019 and 2020 contain all adjustments that our managementbelieves are necessary for the fair presentation of such information. Results for interim periods are notindicative of results for the full year.

The financial statements have been prepared and presented in accordance with IFRS. Thesummary financial data below should be read in conjunction with “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and the consolidated financial statementsand the notes to those statements included elsewhere in this offering memorandum.

Summary Consolidated Income Statement Information

Year ended December 31,Six months ended

June 30,

2017 2018 2019 2019 2020

(RMB) (RMB) (RMB) (RMB) (RMB)

(audited) (audited) (audited) (unaudited) (unaudited)

(in ’000, except percentages)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . 19,115,255 31,005,834 50,531,150 23,669,677 28,243,000Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . (14,003,778) (21,371,683) (35,509,984) (16,623,992) (19,960,897)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . 5,111,477 9,634,151 15,021,166 7,045,685 8,282,103Other income, gains and losses . . . . . . . . . . . . . . 291,823 (222,971) 337,789 363,926 221,133Change in fair value of investment properties . . . . . 336,543 544,467 393,912 363,792 78,905Recognition of change in fair value of properties for

sale upon transfer to investment properties . . . . . . − 320,741 3,392 3,392 273,393(Loss)/gain on disposal of subsidiaries. . . . . . . . . . (4,201) 222,012 174,726 4,576 420,171Selling and distribution expenses . . . . . . . . . . . . . (926,166) (1,432,227) (2,138,052) (943,658) (1,105,427)Administrative expenses . . . . . . . . . . . . . . . . . . (799,638) (1,736,008) (2,434,697) (1,153,364) (1,459,568)Share of results of joint ventures . . . . . . . . . . . . . (116,390) 36,558 (45,235) 7,099 (120,209)Share of results of associates . . . . . . . . . . . . . . . 3 (1,872) (5,332) 19,079 (26,664)Finance costs . . . . . . . . . . . . . . . . . . . . . . . . (267,859) (410,559) (718,177) (276,415) (443,769)

Profit before tax . . . . . . . . . . . . . . . . . . . . . . 3,625,592 6,954,292 10,589,492 5,434,112 6,120,068Income tax expense . . . . . . . . . . . . . . . . . . . . (1,673,640) (4,014,825) (5,367,662) (2,634,076) (3,280,182)

Profit for the year/period . . . . . . . . . . . . . . . . . 1,951,952 2,939,467 5,221,830 2,800,036 2,839,886Other comprehensive income (expense) . . . . . . . . .Item that maybe reclassified to profit or lossNet fair value gain on available-for-sale investments,

net of income tax . . . . . . . . . . . . . . . . . . . . 19,062 – – – –Gain on disposal of available-for-sale investments

reclassified to profit and loss. . . . . . . . . . . . . . (21,865) – – – –Exchange differences on translating foreign

operations. . . . . . . . . . . . . . . . . . . . . . . . . 6,593 (25,460) (3,983) (5,842) 2,829

Profit and total comprehensive incomefor the year/period . . . . . . . . . . . . . . . . . . . . 1,955,742 2,914,007 5,217,847 2,794,194 2,842,715

Profit for the year/period attributable to:Owners of the Company . . . . . . . . . . . . . . . . . . 1,639,928 2,408,877 4,200,780 2,271,914 2,416,088Non-controlling interests . . . . . . . . . . . . . . . . . 312,024 530,590 1,021,050 528,122 423,798

1,951,952 2,939,467 5,221,830 2,800,036 2,839,886

– 72 –

Year ended December 31,Six months ended

June 30,

2017 2018 2019 2019 2020

(RMB) (RMB) (RMB) (RMB) (RMB)

(audited) (audited) (audited) (unaudited) (unaudited)

(in ’000, except percentages)

Profit and total comprehensive incomefor the year/periodattributable to:

Owners of the Company . . . . . . . . . . . . . . . . . . 1,641,946 2,389,573 4,196,347 2,266,152 2,419,079Non-controlling interests . . . . . . . . . . . . . . . . . 313,796 524,434 1,021,500 528,042 423,636

1,955,742 2,914,007 5,217,847 2,794,194 2,842,715

Other financial dataAdjusted EBITDA(1) . . . . . . . . . . . . . . . . . . . . 5,323,504 10,550,919 17,869,708 8,307,768 10,231,280Adjusted EBITDA margin(2). . . . . . . . . . . . . . . . 27.8% 34.0% 35.6% 35.1% 36.2%

Notes:

(1) We define Adjusted EBITDA as profit and total comprehensive income for the year less change in fair value of investmentproperties, recognition of change in fair value of completed properties for sale upon transfer to investment properties,financial instruments, gain on disposal of available-for-sale investment, exchange (loss) gain, (loss) gain on disposal ofsubsidiaries, gain on disposal of a joint venture, net fair value gain on available-for-sale investment, net of income tax,exchange differences on translating foreign operations, changes in fair value of financial assets at FVTPL investmentreturn from financial assets through profit or loss and structured deposits and consolidated interest expense (includingcapitalized interest expense), loss on redemption of senior notes, income tax expenses, depreciation of property, plant andequipment, release of prepaid lease payments, amortization of intangible assets, gain on disposal of available-for-saleinvestment reclassified to profit and loss and investment return from financial assets at FVTPL. Adjusted EBITDA is not astandard measure under IFRS. As the property development business is capital intensive, capital expenditure requirementsand levels of debt and interest expenses may have a significant impact on the profit for the year of companies with similaroperating results. Therefore, we believe the investor community commonly uses this type of financial measure to assess acompany’s ability to service and incur debt and the operating performance of companies in our market sector. We useAdjusted EBITDA in addition to profit for the year because profit for the year includes many accounting items associatedwith capital expenditures, such as depreciation, as well as non-operating items, such as amortization of intangible assetsand and interest expense. These accounting items may vary between companies depending on the method of accountingadopted by a company. By minimizing differences in capital expenditures and the associated depreciation expenses as wellas reported tax positions, intangible assets amortization and interest expense, Adjusted EBITDA provides furtherinformation about our ability to service and incur debt and our operating performance and an additional measure forcomparison with other companies. Funds depicted by this measure may not be available for debt service due to covenantrestrictions, capital expenditure requirements and other commitments. You should not consider our definition of AdjustedEBITDA in isolation or construe it as an alternative to profit for the year or as an indicator of our ability to service orincur debt or our operating performance or any other standard measure under IFRS. Our definition of Adjusted EBITDAdoes not account for taxes and other non-operating cash expenses. Our Adjusted EBITDA measures may not be comparableto similarly-titled measures used by other companies. See “Management’s Discussion and Analysis of Financial Conditionand Results of Operations – Non-GAAP Financial Measures” for a reconciliation of our profit for the year under IFRS toour definition of Adjusted EBITDA. Investors should also note that Adjusted EBITDA as presented herein may becalculated differently from Consolidated EBITDA as defined and used in the Indenture governing the Notes. Interestexpense excludes amounts capitalized. See “Description of the Notes – Definitions” for a description of the manner inwhich Consolidated EBITDA is defined for purposes of the Indenture governing the Notes.

(2) Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue.

– 73 –

Summary Consolidated Balance Sheet Information

As at December 31,As at

June 30,

2017 2018 2019 2020

(RMB) (RMB) (RMB) (RMB)

(audited) (audited) (audited) (unaudited)

(in ’000)

Total AssetsNon-current assets. . . . . . . . . . . . . . . . . . . . . 9,695,637 17,050,666 27,422,906 29,189,597Current assets . . . . . . . . . . . . . . . . . . . . . . . 116,110,224 171,807,553 262,457,527 269,397,539

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . 125,805,861 188,858,219 289,880,433 298,587,136

Equity and LiabilitiesNon-current liabilities . . . . . . . . . . . . . . . . . . 23,106,417 37,091,741 56,036,501 57,556,530Current liabilities . . . . . . . . . . . . . . . . . . . . . 75,573,154 121,032,632 196,847,324 198,936,646

Total liabilities . . . . . . . . . . . . . . . . . . . . . . 98,679,571 158,124,373 252,883,825 256,493,176

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . 27,126,290 30,733,846 36,996,608 42,093,960

Total liabilities and equity . . . . . . . . . . . . . . 125,805,861 188,858,219 289,880,433 298,587,136

– 74 –

MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statementstogether with the accompanying notes included elsewhere in this offering memorandum. Ourconsolidated financial statements were prepared in accordance with IFRS.

This section includes forward-looking statements that involve risks and uncertainties. Allstatements, other than statements of historical facts, included in this section that address activities,events or developments which we expect or anticipate will or may occur in the future areforward-looking statements. These statements are based on assumptions and analyses we made in lightof experience and our perception of historical trends, current conditions and expected futuredevelopments, as well as other factors we believe are appropriate under the circumstances.

Unless the context otherwise requires, references to “2017”, “2018” and “2019” in this offeringmemorandum are to our financial years ended December 31, 2017, 2018 and 2019, respectively.

Overview

We are one of the leading property developers in Guangdong province in China and have beendeveloping residential projects for over two decades. Our strategy is to develop composite properties,incorporating healthy living concepts of sports and health into residential communities. Our primarybusiness focus has been the development and sale of residential properties and, in recent years, we havefocused on the strategy of developing commercial and residential properties in parallel. Our projectstypically comprise various types of developments, including low-density residentials, apartmentbuildings, high-rise residentials, retail shops, restaurants and auxiliary facilities. Our target market isthe relatively affluent middle to upper-middle class and aspirational younger generation who pursue ahealthy and wholesome lifestyle. We focus on developing projects located in Guangdong-HongKong-Macao Greater Bay Area and its city clusters, and in South China, East China, core regions ofCentral and Western China as well as the Bohai Rim.

As at June 30, 2020, we had a total of 317 projects at various stages of development, 112 ofwhich were located in Guangdong province and 191 of which were located outside Guangdong provincein Chongqing, Hunan province, Jiangxi province, Liaoning province, Guangxi province, Jiangsuprovince, Zhejiang province, Anhui province, Sichuan province, Hubei province, Beijing, Fujianprovince, Shandong province, Guizhou province, Shaanxi province, Yunnan province, Henan province,Tianjin, Hebei province, Hainan province, Hong Kong, Macao and overseas, including nine in Sydney,Australia and five in Vancouver and Toronto, Canada. As at June 30, 2020, our land bank had a totalplanned GFA of approximately 48.74 million sq.m., of which approximately 40% was located in SouthChina, 27% was located in the core region of Central and Western China, 18% was located in EastChina, 11% was located in Bohai Rim, and the remaining 4% was located offshore. As at June 30,2020, our land bank comprised approximately 5.13 million sq.m. of completed properties,approximately 24.40 million sq.m. of property under development and approximately 19.21 millionsq.m. of properties held for future development.

We generally acquire land parcels of sufficient size to enable us to build large-scale propertydevelopments and, as a result, our projects are typically developed in a number of phases.

We believe this enables us to manage our capital resources more efficiently and allows us tomaximize the average selling price for properties as our projects mature. We believe our brand name“Aoyuan” is a well-known brand in Guangdong province, which we have begun to market in otherregions in China. Our success in the two decades since our inception has helped us to develop ourstrong brand name in Guangdong province, which we believe is now synonymous with our high-qualityresidential developments. Our brand name had its origin from the name “《奧林匹克花園》” (“OlympicGarden”). We believe our brand name encapsulates our management’s vision of creating high-qualityresidential developments, and our ability to provide a better and healthier lifestyle for our customersthrough thoughtful project planning, design and development. We aim to differentiate our project

– 75 –

developments from those of our competitors by using, among other things, the natural attributes of aparticular site and the features of the surrounding areas to create a unique and healthy livingenvironment for our customers.

Our Company has been listed on the Stock Exchange of Hong Kong since October 9, 2007 andthe Company’s shares are listed under the stock code 3883.

For the years ended December 31, 2017, 2018 and 2019 and for the six months ended June 30,2019 and 2020, our revenue was approximately RMB19,115.3 million, RMB31,005.8 million,RMB50,531.2 million, RMB23,669.7 million and RMB28,243.0 million, respectively. Our profitattributable to our equity holders in 2017, 2018 and 2019 and for the six months ended June 30, 2019and 2020 was approximately RMB1,639.9 million, RMB2,408.9 million, RMB4,200.8 million,RMB2,271.9 million and RMB2,416.1 million, respectively. In 2017, 2018 and 2019 and for the sixmonths ended June 30, 2019 and 2020, our unaudited contracted sales amounted to approximatelyRMB45,590.0 million, RMB91,280.0 million, RMB118.06 billion, RMB53.63 billion and RMB50.87billion, respectively.

Key Factors Affecting our Results of Operations and Financial Conditions

Our business, results of operations and financial condition have been, and may continue to be,affected by the following factors:

Economic conditions, expansion of urbanization and demand for residential and commercialproperties in China, particularly in the regions where we operate

Our business is heavily dependent on the performance of the real estate market in China,particularly in the regions where we operate, such as the Pearl River Delta region, Liaoning province,Chongqing, Hunan province, Jiangxi province, Guangxi province and Jiangsu province. Theperformance of the PRC real estate industry is subject to continued growth in the economy, an increasein urbanization and the resultant demand for properties in China. The key factors that we consider to beimportant to our operations include general economic development, growth conditions in the privatesector and urban planning. Economic growth attributable to the private business sector has increased thelevel of disposable income and the number of middle to upper-middle income households, which areour primary target customers. Developments in the economy and the increase in urbanization haveincreased the supply of and demand for residential properties and affected property prices in the citiesand regions where we operate in China. We believe that these factors will continue to have a materialimpact on our results of operations.

The economic recovery since the 2009 global financial crisis has been slow, with economicgrowth rates in major economies such as the European Union, the United States and Japan generallyremaining persistently lower than pre-crisis levels. The global economic conditions have been, and arelikely to continue to be, affected by concerns over increased geopolitical tensions, includingdisagreements between Saudi Arabia and Russia on their daily production outputs of crude oil whichhas led to a significant decline in global crude oil prices, the continued uncertainty regarding thelikelihood and timing of trade policy changes resulting from the trade war between the United Statesand the PRC governments and the unpredictable implications of Brexit and any agreement that mayemerge from ongoing negotiations between the United Kingdom and the European Union. Although thePRC’s economy and its property market have, to a certain extent, recovered from the global financialcrisis since 2009, it is facing mounting downward pressure, especially due to the outbreak ofCOVID-19. In the first quarter of 2020, the PRC’s GDP contracted by 6.8% as compared to 2019,largely as a result of the impact of the COVID-19 outbreak. The PRC economy subsequently reboundedand reported an increase of 3.2% in the second quarter of 2020 as compared to 2019. However,uncertainties relating to the economic conditions of certain major economies in the world, such as theEuropean Union and Japan, have made it more difficult to predict the future performance of the PRCeconomy. A slowdown in the PRC’s economic growth may have a negative impact on the developmentof the PRC’s real estate market and our business, results of operations and financial condition could bematerially and adversely affected.

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The regulatory environment and measures affecting the real estate industry in China

Our business and results of operations have been, and will continue to be, affected by theregulatory environment in China, particularly PRC governmental policies and measures taken by thePRC government on property development and related industries. In recent years, the PRC governmenthas implemented a series of measures with a view to control the overheating of the real estate markets.While the real estate industry is regarded as a pillar industry by the PRC government, the PRCgovernment has taken various restrictive measures to discourage speculation in the real estate marketand to increase the supply of affordable residential properties. From time to time, the PRC governmentadjusts or introduces macroeconomic control policies to encourage or restrict development in the privateproperty sector through regulating, among others, land grants, pre-sales of properties, bank financingand taxation. Most recently, local PRC governments have adopted more flexible city-specific policiesand targeted control measures in response to the impact of the COVID-19 outbreak to ensure stabilityin the PRC property market. Measures taken by the PRC government to control money supply, creditavailability and fixed assets also have a direct impact on our business and results of operations. ThePRC government may introduce policies that may affect our access to capital and the means in whichwe may finance our property development. See “Risk Factors — Risks Relating to Our Business — Thenational and regional economies in China and our prospects may be adversely affected by naturaldisasters, acts of God, and occurrence of epidemics.”

Ability to acquire suitable land at suitable prices

To have a steady supply of properties available for sale and to achieve continuous growth in thelong term, we need to replenish and increase land reserves suitable for development. Based on ourcurrent development plans, we have sufficient land reserves for property developments for the next fiveto seven years. We expect competition among property developers in acquiring land reserves that aresuitable for property development to remain intense. In addition, the PRC government’s policies andmeasures on land supply may further intensify competition for land in China among propertydevelopers. For example, although privately held land use rights are not prevented from being traded inthe secondary market, the statutory means of public tender, auction and listing-for-sale practice inrespect of the grant of state-owned land use rights is likely to increase competition for available landand to increase land acquisition costs. Furthermore, in November 2009, the PRC government raised theminimum down payment of land premium to 50% and required the land premium to be fully paidwithin one year of the signing of a land grant contract, subject to limited exceptions. In March 2010,the Ministry of Land and Resources promulgated a notice to strictly regulate the transfer of land forcommercial buildings. According to the notice, the area of a parcel of land granted for commodityresidential development should be strictly restricted in accordance with the catalogue of restricted useof land and the minimum price of the land transfer should not be less than 70% of the benchmark priceof the place where the land being transferred is located, and the real estate developer’s bid depositshould not be less than 20% of the minimum transfer price. See “Regulation”. These changes of policymay materially and adversely affect our cash flow and our ability to acquire suitable land for ouroperations.

Pre-sale and progress of property development

Proceeds from pre-sales constitute the most important source of our operating cash inflow duringour project development. PRC laws allow us to pre-sell properties before their completion uponobtaining the pre-sale permits from the relevant governmental authorities and require us to use thepre-sale proceeds to develop the property projects that have been pre-sold. According to our accountingpolicy, we do not recognize revenue from the pre-sale of a property until the property has beendelivered to the purchaser. It typically takes six to 18 months before we make delivery after wepre-sold our properties. As such, our revenue for a financial year or a financial period does not reflectour actual property sales during the same year or period and may fluctuate from time to time.

The progress of property development may affect our ability to deliver properties to our customerswithin the specified time limit and in turn affect the amount and timing of cash inflows from pre-sales.In addition, reduced cash inflow from pre-sales of our properties will increase our reliance on externalfinancing and will impact our ability to finance our continuing property developments.

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Access to and cost of financing

Property development requires a significant capital outlay. Bank and other borrowings are one ofthe most important sources of funding for our land purchases and project development. As at December31, 2017, 2018 and 2019 and June 30, 2020, our outstanding bank and other borrowings wereRMB27,794.3 million, RMB40,751.4 million, RMB68,960.7 million and RMB73,614.5 million,respectively. In January 2014 we issued the 2014 Notes which had an aggregate principal amount ofUS$300 million and has been fully redeemed on September 28, 2017, in April 2015 we issued the April2015 Private Placement Notes which had an aggregate principal amount of US$100 million and hasbeen fully redeemed on May 31, 2016, in May 2015 we issued the 2015 Notes which had an aggregateprincipal amount of US$250 million and have been fully redeemed, in July 2015 we issued the 2015Listed Corporate Bonds which had an aggregate principal amount of RMB2,400 million, in October2015 we issued the 2015 Private Corporate Bonds which had an aggregate principal amount ofRMB1,500 million, in February and October 2016 we issued the 2016 Private Corporate Bonds whichhad an aggregate principal amount of RMB500 million and RMB1,500 million, respectively, in April2016 we issued the April 2016 Notes which had an aggregate principal amount of US$250 million, inJanuary 2017 we issued the January 2017 Notes which had an aggregate principal amount of US$250million and have been fully redeemed, in August 2017 we raised short-term debt of an aggregateprincipal amount of US$70 million, in September 2017 we issued the September 2017 Notes which hadan aggregate principal amount of US$250 million, in May and June 2018 we issued 7.50% SeniorNotes due 2021 in an aggregate principal amount of US$425 million, in July 2018 we issued 6.35%Senior Notes due 2020 in an aggregate principal amount of US$175 million (the “Additional January2017 Notes”) which was consolidated and formed a single series with the January 2017 Notes originallyissued and have been fully redeemed, in September 2018 and January 2019 we issued 7.95% SeniorNotes due 2021 in the aggregate principal amount of US$500 million, in September 2018 we issued7.15% Singapore dollars denominated Senior Notes due 2021 in the principal amount of S$100 million.In July 2018 we issued the 2018 Private Corporate Bonds which had an aggregate principal amount ofRMB 2,400 million, in October 2018 we issued the 2018 Listed Corporate Bonds which had anaggregate principal amount of RMB 1,500 million, in January 2019 we issued 8.50% Senior Notes due2022 in the principal amount of US$500 million, in February 2019 we issued 7.95% Senior Notes due2023 in the principal amount of US$225 million, in June 2019 we issued 7.35% Senior Notes due 2023in the principal amount of US$200 million and in August 2019 we issued 7.95% Senior Notes due 2023in the principal amount of US$250 million which was consolidated and formed a single series with theFebruary 2019 Notes originally issued. In September 2019, we issued 6.8% Domestic Bonds due 2023in the principal amount of RMB1.5 billion. In February 2020, we issued 4.8% Senior Notes due 2021in an aggregate principal amount of US$188 million. In March 2020, we issued 5.5% Domestic Bondsdue 2025 in the aggregate principal amount of RMB2.54 billion. In July 2020, we issued 6.35% SeniorNotes due 2024 in an aggregate principal amount of US$460 million. In August 2020, we issued 5.65%Domestic Bonds due 2025 in the aggregate principal amount of RMB1.18 billion.

The interest rates on our PRC bank loans are typically linked to the benchmark lending rates forone-year Renminbi loans published by PBOC. Any increase in such benchmark lending rates willincrease the interest costs for our developments. The effective average interest rates on our bank andother borrowings in 2017, 2018 and 2019 and the six months ended June 30, 2020 were 6.6%, 7.2%,7.5% and 7.5% per annum, respectively. Our access to capital and cost of financing are also affected byrestrictions imposed from time to time by the PRC government on bank lending for propertydevelopment.

Land and construction costs

Our results of operations are affected by land costs and construction costs. In 2017, 2018 and2019 and for the six months ended June 30, 2019 and 2020, our land costs were RMB4,286.1 million,RMB7,095.2 million, RMB13,119.4 million, RMB5,313.0 million and RMB7,270.7 million,respectively, and our land cost as a percentage of our cost of sales was approximately 30.6%, 33.2%,36.9%, 32.0% and 36.4%, respectively. Land premium has generally increased over the past 10 years inthe PRC and we believe that it will continue to rise in general as the PRC economy continues todevelop and urbanization continues to increase. In addition, we rely on third-party contractors toconstruct our properties and our results of operations and financial condition are therefore affected bythe volatility of construction costs we pay to our contractors, which comprise costs of raw materials(such as steel and cement) and labor costs of the contractors. Material fluctuations in these costs maybe passed on to us by contractors and affect our cost of sales and profitability.

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LAT

Our property developments are subject to LAT on the appreciated value of the related land andany improvements on such land. LAT applies to both domestic and foreign investors in real propertiesin the PRC, irrespective of whether they are corporate entities or individuals. Income from sales ortransfer of state-owned land use rights, buildings and their attached facilities in the PRC is subject toLAT at progressive rates ranging from 30% to 60% of the appreciation value as defined in the relevanttax laws. LAT is calculated based on the proceeds received from the sales of properties less deductiblesexpenditures (such as amortization of land use rights and direct costs of property development). Assuch, our LAT provisions for a property are affected by the change in the fair market value of the landon which such property is constructed and sold. See “Regulation”.

In addition, provisions of LAT may vary among different cities where we have propertydevelopment. Current provisions for LAT are made based on our best estimates about ourapportionment of deductible expenses, subject to final confirmation by the local tax authorities uponsettlement of the LAT. If the final outcome determined by the tax authorities is materially differentfrom the amount we initially provided, our results of operations may fluctuate significantly. In 2017,2018 and 2019 and for the six months ended June 30, 2019 and 2020, our provision for LAT amountedto RMB728.0 million, RMB1,925.2 million, RMB1,941.9 million, RMB655.7 million and RMB838.1million, respectively. See “Risk Factors – Risks Relating to Our Business – Our LAT provisions andprepayments may not be sufficient to meet our LAT obligations” and “Management’s Discussion andAnalysis of Financial Condition and Results of Operations – Description of Certain Income StatementItems – Income tax expense – LAT”.

Fluctuations in revenue

Our business consists of the following three segments:

� property development;

� property investment; and

� others, which include hotel operations, provision of consulting services and managementservices.

The table below sets forth our revenue by business segment for the years and periods indicated.

Year endedDecember 31,

Six months endedJune 30,

2017 2018 2019 2019 2020

(RMB) (RMB) (RMB) (RMB) (RMB)

(in ’000)

Property development . . . . . . . . . . 17,960,391 29,739,726 48,090,825 22,421,135 27,340,677Property investment . . . . . . . . . . . 119,032 185,770 273,011 88,467 98,483Others . . . . . . . . . . . . . . . . . . . . . 1,035,832 1,080,338 2,167,314 1,160,075 803,840

Total . . . . . . . . . . . . . . . . . . . . . . 19,115,255 31,005,834 50,531,150 23,669,677 28,243,000

Our results of operations tend to fluctuate from period to period. The number of properties thatwe can develop or complete during any particular period is limited by a number of factors, such assubstantial capital requirements for land acquisition, planning and design and construction, limited landsupplies and the often lengthy development period. In addition, in recent years, we commenceddevelopment of larger-scale property developments which progress through different phases over thecourse of several years. Typically, selling prices of properties in such larger-scale propertydevelopments tend to increase as the overall development approaches completion, thus offering a moreestablished residential community to purchasers. In general, commercial properties command higherselling prices than residential properties. Accordingly, the proportion of commercial and residentialproperties sold in any given year may affect our revenue from period to period. The timing of our

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pre-sale campaign and seasonal fluctuations have also caused fluctuations in our interim revenue andprofits, including quarterly and semi-annual results. Accordingly, our results of operations fluctuate andour interim results may not proportionally reflect our annual results.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with IFRS issued by theIASB. In addition, our consolidated financial statements include applicable disclosures required by theRules Governing the Listing of Securities on The Stock Exchange of Hong Kong and by the HongKong Companies Ordinance.

Our consolidated financial statements have been prepared on the historical cost basis except forinvestment properties and certain financial instruments that are measured at fair values, as explained inthe accounting policies set out below. Historical cost is generally based on the fair value of theconsideration given in exchange for goods.

For the six months ended June 30, 2020, the Group has applied, for the first time, theamendments to IFRS issued by the IASB which are mandatory effective for the annual period beginningon or after January 1, 2020 for the preparation of the Group’s condensed consolidated financialstatements. For details of the impacts and changes in accounting policies that resulted from theapplication of the amendments to IFRS, see “Principal Accounting Policies-Application of Amendmentsto IFRS” of the Unaudited Condensed Consolidated Financial Statements as at and for the six monthsended June 30, 2020 starting on page F-14 of this offering memorandum.

Other than changes in accounting policies resulting from application of new IFRS, the accountingpolicies and methods of computation used in the condensed consolidated financial statements for the sixmonths ended June 30, 2020 are the same as those followed in the preparation of the Group’s annualfinancial statements for the year ended December 31, 2019.

Our critical accounting policies adopted are set out below:

Jointly controlled entities

Joint venture arrangements that involve the establishment of a separate entity in which we and ourjoint venture partners have joint control over the economic activity of the entity are referred to asjointly controlled entities.

The results and assets and liabilities of jointly controlled entities are incorporated in ourconsolidated financial statements using the equity method of accounting. Under the equity method,investments in jointly controlled entities are initially recognized in our consolidated statement offinancial position at cost (including acquisition-related cost) and adjusted thereafter to recognize ourshare of the profit or loss and other comprehensive income of the jointly controlled entities. When ourshare of losses of a jointly controlled entity equals or exceeds our interest in that jointly controlledentity (which includes any long-term interests that, in substance, form part of our net investment in thejointly controlled entity), we discontinue recognizing our share of further losses. Additional losses arerecognized only to the extent that we have incurred legal or constructive obligations or made paymentson behalf of that jointly controlled entity.

Any excess of the cost of acquisition (including cost incurred for acquisition and considerationpaid) over our share of the net fair value of the identifiable assets, liabilities and contingent liabilitiesof a jointly controlled entity recognized at the date of acquisition is recognized as goodwill, which isincluded within the carrying amount of the investment. Any excess of our share of the net fair value ofthe identifiable assets, liabilities and contingent liabilities over the cost of acquisition, afterreassessment, is recognized immediately in profit or loss.

The requirements of IAS 39 are applied to determine whether it is necessary to recognize anyimpairment loss with respect to our investment in a jointly controlled entity. When necessary, the entirecarrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in useand fair value less costs to sell) with its carrying amount, and any impairment loss recognized forms

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part of the carrying amount of the investment. Any reversal of that impairment loss is recognized inaccordance with IAS 36 to the extent that the recoverable amount of the investment subsequentlyincreases.

When any of our group entities transacts with a jointly controlled entity of ours, profits and lossesresulting from the transactions with the jointly controlled entity are recognized in our consolidatedfinancial statements only to the extent of interests in the jointly controlled entity that are not related tous.

Investment properties

Investment properties are properties and/or land held to earn rentals and/or for capitalappreciation.

Investment properties are initially measured at cost, including any directly attributableexpenditure. Subsequent to initial recognition, investment properties are measured at their fair values.Gains or losses arising from changes in the fair value of investment property are included in profit orloss for the period in which they arise.

Construction costs incurred for investment properties under construction are capitalized as part ofthe carrying amount of the investment properties under construction. Investment properties underconstruction are measured at fair value at the end of the reporting period. Any difference between thefair value of the investment properties under construction and their carrying amounts is recognized inprofit or loss in the period in which they arise.

An investment property is derecognized upon disposal or when the investment property ispermanently withdrawn from use and no future economic benefits are expected from its disposals. Anygain or loss arising on derecognition of the asset (calculated as the difference between the net disposalproceeds and the carrying amount of the asset) is included in the profit or loss in the period in whichthe item is derecognized.

Properties for sale

Completed properties and properties under development for sale are stated at the lower of costand net realizable value. Cost includes the cost of land, development expenditure, borrowing costscapitalized in accordance with our accounting policy, and other attributable expenses. Where propertyfor sale is transferred to investment property when there is a change of intention to hold the property toearn rentals and/or for capital appreciation, which is evidenced by the commencement of an operatinglease to another party, any difference between the carrying amount and the fair value of that item at thedate of transfer is recognized in profit or loss for the period. For a property for sale transferred toproperty, plant and equipment as evidenced by commencement of owner-occupation, the carryingamount of that item is transferred to property, plant and equipment at the date of transfer.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and representsamounts receivable for goods sold and services rendered in the normal course of business, net ofdiscounts and sales-related taxes.

Sales of properties

Revenue from sales of properties is recognized when the risks and rewards of properties aretransferred to the purchasers, which is when the construction of relevant properties has been completedand the possession of the properties has been delivered to the purchasers and collectability of relatedreceivables is reasonably assured.

Deposits received on properties sold prior to the date of revenue recognition are included in theconsolidated statement of financial position as sales deposits from customers under current liabilities.

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Property rentals

Rentals receivable under operating leases are recognized and credited to our consolidatedstatement of comprehensive income on a straight-line basis over the relevant lease term.

Hotel revenue, management and consulting income

Hotel revenue, management and consulting income is recognized when services are rendered.

Interest income from a financial asset is accrued on a time basis, by reference to the principaloutstanding and at the effective interest rate applicable, which is the rate that exactly discounts theestimated future cash receipts through the expected life of the financial asset to that asset’s net carryingamount on initial recognition.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifyingassets, which are assets that necessarily take a substantial period of time to get ready for their intendeduse or sale, are added to the cost of those assets until such time as the assets are substantially ready fortheir intended use or sale.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

Description of Certain Income Statement Items

Revenue

We derive our revenue primarily through proceeds from sales of properties that we develop, net ofbusiness tax, VAT, municipal maintenance tax, education surcharge and flood prevention surcharge.These taxes and surcharges, in the aggregate, account for approximately 5% to 11% of our grossrevenue, depending on the nature of the project companies and the local regulations of different cities.Accordingly, our revenue is mainly affected by the GFA we deliver and the average selling prices ofour delivered GFA.

We recognize revenue after the properties have been sold and delivered. We follow industrypractice to pre-sell our properties prior to their completion in accordance with applicable PRC pre-saleregulations. Revenue from our pre-sales is not recognized until we complete the construction of theproperties, pre-sell and deliver the properties to the purchasers. Typically, there is a time gap rangingfrom six to 18 months between the time we commence pre-sale of the properties under developmentand the delivery of the properties. We record the proceeds received from the pre-sold properties as“sales deposits”, an item of current liabilities on our consolidated balance sheets, and as a part of“increase in sales deposits” on our consolidated cash flow statements. In addition, any sales returns ofproperties sold are recorded as a reduction of revenue in the period in which the properties arereturned.

Cost of sales

Cost of sales comprises costs incurred directly for our property developments, namely land costs,construction costs, capitalized interest expenses and business taxes.

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The table below sets forth the components of our cost of sales for the periods indicated.

Year ended December 31, Six months ended June 30,

2017 2018 2019 2019 2020

(RMB) (%) (RMB) (%) (RMB) (%) (RMB) (%) (RMB) (%)

(in ’000, except percentages)

Land cost . . . . . . . . . . . . . . 4,286,075 30.6 7,095,199 33.2 13,119,407 36.9 5,312,962 32.0 7,270,746 36.4Construction costs . . . . . . . . . . 7,680,043 54.8 11,391,107 53.3 16,761,698 47.2 8,893,836 53.5 9,484,987 47.5Capitalized interest expenses . . . . . 1,370,563 9.8 2,115,797 9.9 3,391,203 9.6 1,664,062 10.0 1,958,164 9.8Others . . . . . . . . . . . . . . . . 667,097 4.8 769,580 3.6 2,237,676 6.3 753,132 4.5 1,247,000 6.3

Total cost of sales . . . . . . . . . . 14,003,778 100.0 21,371,683 100.0 35,509,984 100.0 16,623,992 100.0 19,960,897 100.0

We acquire our land primarily through the acquisition of equity interests in subsidiary projectcompanies which hold the land use rights. Accordingly, our land costs represent costs incurred withrespect to acquisitions of the equity interests in such project companies, including land premiums andother land-related taxes and government surcharges. In addition to PRC economic development andproperty market conditions in the PRC, our land costs are affected by the location of the propertyprojects and the timing of acquisitions. In the years ended December 31, 2017, 2018 and 2019 and forthe six months ended June 30, 2019 and 2020, our average land costs per sq.m. of GFA wereapproximately RMB2,446, RMB2,167, RMB2,517, RMB3,309 and RMB2,522, respectively, asmeasured by dividing the aggregate land costs by the aggregate saleable GFA of properties deliveredwithin these periods.

Construction costs

Construction costs represent costs for the design and construction of a property project, consistingprimarily of fees paid to our contractors, including contractors responsible for civil engineeringconstruction, landscaping, equipment installation and interior decoration, as well as infrastructureconstruction costs, design costs and certain government surcharges. Our construction costs are affectedby a number of factors such as price movements for construction materials, location and types ofproperties, choices of materials and investments in ancillary facilities. Substantially all of the costs ofconstruction materials are accounted for as part of the contractor fees upon settlement with the relevantcontractors.

Capitalized interest expenses

We capitalize our borrowing costs as part of the cost of sales for a project or project phase to theextent that such costs are directly attributable to the acquisition and construction of such project orproject phase. See “– Critical Accounting Policies – Borrowing costs”.

Other income

Other income primarily comprises interest income from our bank deposits, gain on disposal ofproperty, plant and equipment and prepaid lease payments, gain on disposal of subsidiaries, realizedprofits on transactions with jointly controlled entities and gain on transfer of land back to thegovernment.

Selling and distribution costs

Selling and distribution costs include advertising and promotion expenses relating to the sale ofproperties (including television, newspaper, magazine, and billboard advertisements and promotionaloffers made directly to our customers and certain other promotional events), selling and marketing staffcosts and other selling expenses.

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Finance costs

Finance costs consist primarily of interest costs on borrowings net of capitalized finance costs. Wecapitalize a portion of our finance costs to “properties under development for sale” and “investmentproperties under development” on our consolidated statements of financial position to the extent thatsuch costs are directly attributable to the development of a project. Finance costs fluctuate from periodto period due primarily to fluctuations in our level of outstanding indebtedness and the interest rates onsuch indebtedness. Since the development period for a property development does not necessarilycoincide with the repayment period of the relevant loan, not all of the finance costs related to aproperty development can be capitalized. As a result, the period to period fluctuation of our financecosts is also attributable to the amount and timing of capitalization.

Income tax expense

Income tax expenses represent PRC enterprise income tax payable, deferred income tax and LATpayable by our subsidiaries. Currently, we are not subject to Cayman Islands income tax pursuant to anundertaking obtained from the Governor in Cabinet of the Cayman Islands.

PRC corporate income tax

Our PRC subsidiaries were subject to PRC enterprise income tax of 33% prior to January 1, 2008(consisting of 30% income tax for foreign-invested enterprises and 3% local income tax). This has beenreduced to 25% pursuant to the EIT Law which adopts a uniform income tax rate of 25% on thetaxable income of both domestic enterprises and foreign enterprises, effective January 1, 2008.

Since January 1, 2008, dividends paid by our PRC subsidiaries to their non-PRC parent companiesare subject to a 10% withholding tax, unless there is a tax treaty between the PRC and the jurisdictionin which the overseas parent company is incorporated, which specifically exempts or reduces suchwithholding tax. Pursuant to the Arrangement between Mainland China and Hong Kong for avoidanceof Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income（《內地和香港特別行政區關於對所得避免雙重徵稅和防治偷漏稅的安排》）, if a parent company is incorporated in Hong Kongand directly holds a 25% or more equity interest in the PRC subsidiary at the time of distribution, suchwithholding tax rate may be lowered to 5%. However, according to the Notice on Certain Issues withRespect to the Enforcement of Dividend Provisions in Tax Treaties（《國家稅務總局關於執行稅收協定股息條款有關問題的通知》）, which was promulgated by the SAT and came into effect on February 20, 2009, ifthe relevant PRC tax authorities determine, in their discretion, that a company benefits unjustifiablyfrom such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, suchPRC tax authorities may adjust the preferential tax treatment. Based on the Announcement of CertainIssues with Respect to the “Beneficial Owner” in Tax Treaties（《國家稅務總局關於稅收協定中“受益所有人”有關問題的公告》）issued by the SAT on February 3, 2018 and which came into effect on April 1,2018, if an applicant’s business activities do not constitute substantive business activities, it couldresult in the negative determination of the applicant’s status as a “beneficial owner”, and consequently,the applicant could be precluded from enjoying the above-mentioned reduced income tax rate of 5%under the Double Tax Avoidance Arrangement.

LAT

Under PRC laws and regulations, our PRC subsidiaries engaging in property development businessare subject to LAT determined by the local tax authorities in the cities in which each project is located.All income from the sale or transfer of state-owned land use rights, buildings and their attachedfacilities in the PRC is subject to LAT at progressive rates ranging from 30% to 60% of theappreciation value as defined in the relevant tax laws, with certain exemptions available for the sale ofordinary residential properties if the appreciation values do not exceed 20% of the total deductibleitems as defined in the relevant tax laws. Sales of commercial properties are not eligible for suchexemption. Whether a property qualifies for the ordinary residential property exemption is determinedby the local government, taking into consideration the property’s plot ratio, aggregate GFA and salesprice. Sales of low-density units and retail shops generally realize higher appreciation values, and aresubject to higher LAT rates, compared to less expensive properties.

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We estimate and make provisions for the full amount of applicable LAT in accordance with therequirements set forth in the relevant PRC tax laws and regulations, but only pay a portion of suchprovisions each year as required by the local tax authorities. We cannot assure you that our LATprovisions are sufficient to cover our LAT obligations or that the tax authorities will agree with thebasis on which we calculate our LAT obligations.

Results of Operations

The table below sets forth our consolidated results of operations in absolute terms and as apercentage of our revenue for the years and periods indicated.

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Consolidated Statement of Profit or Loss and Other Comprehensive Income

Year ended December 31, Six months ended June 30,

2017 2018 2019 2019 2020

(RMB) (%) (RMB) (%) (RMB) (%) (RMB) (%) (RMB) (%)

(in thousands, except percentages)

Revenue . . . . . . . . . . . . . . . 19,115,255 100.0 31,005,834 100.0 50,531,150 100.0 23,669,677 100.0 28,243,000 100.0Cost of sales . . . . . . . . . . . . . (14,003,778) (73.3) (21,371,683) (69.0) (35,509,984) (70.3) (16,623,992) (70.2) (19,960,897) (70.7)

Gross profit . . . . . . . . . . . . . 5,111,477 26.7 9,634,151 31.1 15,021,166 29.7 7,045,685 29.8 8,282,103 29.3Other income, gains and losses. . . . 291,823 1.5 (222,971) (0.7) 337,789 0.7 363,926 1.5 221,133 0.8Change in fair value of investment

properties . . . . . . . . . . . . . 336,543 1.8 544,467 1.8 393,912 0.8 363,792 1.5 78,905 0.3(Loss)/gain on disposal of

subsidiaries . . . . . . . . . . . . (4,201) 0.0 222,012 0.7 174,726 0.3 4,576 0.0 420,171 1.5Recognition of change in fair value

of properties for sale upon transferto investment properties . . . . . . – – 320,741 1.0 3,392 (0.0) 3,392 0.0 273,393 1.0

Selling and distribution expenses. . . (926,166) (4.8) (1,432,227) (4.6) (2,138,052) (4.2) (943,658) (4.0) (1,105,427) (3.9)Administrative expenses . . . . . . . (799,638) (4.2) (1,736,008) (5.6) (2,434,697) (4.8) (1,153,364) (4.9) (1,459,568) (5.2)Share of results of joint ventures . . . (116,390) (0.6) 36,558 0.1 (45,235) (0.1) 7,099 0.0 (120,209) (0.4)Share of results of associates. . . . . 3 0.0 (1,872) 0.0 (5,332) 0.0 19,079 0.1 (26,664) (0.1)Finance costs. . . . . . . . . . . . . (267,859) (1.4) (410,559) (1.3) (718,177) (1.4) (276,415) (1.2) (443,769) (1.6)

Profit before tax . . . . . . . . . . . 3,625,592 19.0 6,954,292 22.4 10,589,492 21.0 5,434,112 23.0 6,120,068 21.7Income tax expense . . . . . . . . . (1,673,640) (8.8) (4,014,825) (13.0) (5,367,662) (10.6) (2,634,076) (11.1) (3,280,182) (11.6)

Profit for the year/period . . . . . . . 1,951,952 10.2 2,939,467 9.5 5,221,830 10.3 2,800,036 11.8 2,839,886 10.1Other comprehensive

income/(expense) . . . . . . . . .Item that maybe reclassified to profit

or loss . . . . . . . . . . . . . . .Net fair value gain on

available-for-sale investment, netof income tax . . . . . . . . . . . 19,062 0.1 – – – – – – – –

Gain on disposal of available-for-saleinvestment reclassified to profitand loss . . . . . . . . . . . . . . (21,865) (0.1) – – – – – – – –

Exchange differences on translatingforeign operations. . . . . . . . . . 6,593 0.0 (25,460) (0.1) (3,983) (0.0) (5,842) 0.0 2,829 0.0

3,790 0.0 (25,460) (0.1) (3,983) (0.0) (5,842) 0.0 2,829 0.0

Profit and total comprehensiveincome for the year/period. . . . . 1,955,742 10.2 2,914,007 9.4 5,217,847 10.3 2,794,194 11.8 2,842,715 10.1

Profit for the year/period attributableto: . . . . . . . . . . . . . . . . .

Owners of the Company . . . . . . . 1,639,928 8.6 2,408,877 7.8 4,200,780 8.3 2,271,914 9.6 2,416,088 8.6Non-controlling interests . . . . . . . 312,024 1.6 530,590 1.7 1,021,050 2.0 528,122 2.2 423,798 1.5

1,951,952 10.2 2,939,467 9.5 5,221,830 10.3 2,800,036 11.8 2,839,886 10.1

Profit and total comprehensiveincome for the year/periodattributable to: . . . . . . . . . . .

Owners of the Company . . . . . . . 1,641,946 8.6 2,389,573 7.7 4,196,347 8.3 2,266,152 9.6 2,419,079 8.6Non-controlling interests . . . . . . . 313,796 1.6 524,434 1.7 1,021,500 2.0 528,042 2.2 423,636 1.5

1,955,742 10.2 2,914,007 9.4 5,217,847 10.3 2,794,194 11.8 2,842,715 10.1

– 86 –

Six months ended June 30, 2020 compared to the six months ended June 30, 2019

Revenue

Our revenue increased by approximately RMB4,573.3 million, or 19.3%, to approximatelyRMB28,243.0 million for the six months ended June 30, 2020 from approximately RMB23,669.7million for the six months ended June 30, 2019, primarily due to an increase in property developmentrevenue.

� Property development

Our revenue generated from property development increased by approximately RMB4,919.6million, or 21.9%, to approximately RMB27,340.7 million for the six months ended June 30, 2020 fromapproximately RMB22,421.1 million for the six months ended June 30, 2019.

In the six months ended June 30, 2020, the GFA of delivered properties increased by 38.5% to2.88 million sq.m. from 2.08 million sq.m. in the same period of 2019, while the average selling priceexclusive of tax decreased by 12.1% to RMB9,484 per sq.m. from RMB10,785 per sq.m. in the sameperiod of 2019. This was mainly because regions such as Ningbo, Nanning and other regions withlower average residential apartment selling prices contributed to most of the properties delivered in thesix months ended June 30, 2020, whereas regions such as Shenzhen and Guangzhou with higheraverage residential apartment selling prices contributed to most of the properties delivered in the sixmonths ended June 30, 2019.

The following table sets forth the unaudited sales revenue generated from each project and thepercentage of the total sales revenue it represented for the six months ended June 30, 2019 and the sixmonths ended June 30, 2020, respectively.

Six months ended June 30,

2019 2020

Salesrevenue

Percentageof total

salesrevenue

Salesrevenue

Percentageof total

salesrevenue

(RMB) (%) (RMB) (%)

(in millions, except percentages)

RegionSouth China . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,452.5 68.0 12,855.5 47.0Core region of Central and Western China . . . . . 1,460.1 7.0 5,015.9 18.0East China . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,338.6 15.0 7,104.8 26.0Bohai Rim . . . . . . . . . . . . . . . . . . . . . . . . . . . . 614.1 3.0 1,354.5 5.0Offshore. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,555.8 7.0 1,010.0 4.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,421.1 100.0 27,340.7 100.0

� Property investment

Our revenue generated from property investment increased by approximately RMB10.0 million, or11.3%, to approximately RMB98.5 million in the six months ended June 30, 2020 from approximatelyRMB 88.5 million in the six months ended June 30, 2019.

Cost of sales

Our cost of sales increased by approximately RMB3,336.9 million, or approximately 20.1%, toapproximately RMB19,960.9 million for the six months ended June 30, 2020 from approximatelyRMB16,624.0 million for the six months ended June 30, 2019, primarily due to an increase in the GFAdelivered attributable to Xi’an Aoyuan Heyue Mansion, Chengdu Aoyuan One Peninsula, AoyuanHuajingchuan Urban Park, Nanjing Aoyuan Jinji Tianzhu House, and Dongguan Aoyuan GuanlanGlorious Mansion.

– 87 –

Gross profit

For the six months ended June 30, 2020, the gross profit of the Group was approximatelyRMB8,282.1 million, representing an increase of 17.5% from approximately RMB7,045.7 million forthe same period in 2019. The Group’s gross profit margin decreased from 29.8% in the same period of2019 to 29.3%.

Other income, gains and losses

For the six months ended June 30, 2020, the Group’s other income, gains, and losses wasapproximately RMB221.1 million, representing a decrease of 39.2% from approximately RMB363.9million for the same period in 2019. The Group’s other income, gains and losses mainly included bankinterest income of RMB419.9 million, other interest income of RMB50.3 million, net exchange lossesof RMB213.4 million and impairment losses on trade and other receivables and right-of-use assets ofRMB80.6 million.

Change in fair value of investment properties

Our change in fair value of investment properties resulted in a gain of approximately RMB78.9million for the six months ended June 30, 2020 compared to a gain of approximately RMB363.8million for the six months ended June 30, 2019. The decrease in the change in fair value of ourinvestment properties was primarily due to a lower number of newly launched self-owned properties.

Selling and distribution expenses

For the six months ended June 30, 2020 total selling and distribution expenses of the Group wereapproximately RMB1,105.4 million, representing an increase of 17.1% from approximately RMB943.7million in the same period of 2019, which was mainly attributable to the increase in marketing andpromotional activities during the period.

Administrative expenses

Total administrative expenses increased by 26.6% from approximately RMB1,153.4 million for thesix months ended June 30, 2019 to approximately RMB1,459.6 million for the six months ended June30, 2020, which was mainly due to an increase in staff expenses and other management costs resultingfrom the expansion of the operation scale of the Group.

Finance costs

Our finance costs increased by 60.6% to approximately RMB443.8 million for the six monthsended June 30, 2020 from approximately RMB276.4 million for the six months ended June 30, 2019,primarily due to an increase of interest expenses as a result of the increase in our level of averageoutstanding indebtedness, mainly including the bank and other borrowings, senior notes and bonds.

Income tax expense

Our income tax expenses increased by 24.5% to RMB3,280.2 million for the six months endedJune 30, 2020 from RMB2,634.1 million for the six months ended June 30, 2019. Income tax expensecomprised of PRC enterprise income tax, land appreciation tax and deferred taxation. The effective taxrate of 54% is higher than the standard PRC enterprise income tax rate of 25%, mainly attributable toland appreciation tax of approximately RMB838 million.

Profit and total comprehensive income for the period

As a result of the foregoing, our profit and total comprehensive income for the period increasedby approximately RMB48.5 million, or 1.74%, to approximately RMB2,842.7 million for the sixmonths ended June 30, 2020 from approximately RMB2,794.2 million for the six months ended June30, 2019.

– 88 –

2019 compared to 2018

Revenue

Our revenue increased by approximately RMB19,525.4 million, or 63.0%, to approximatelyRMB50,531.2 million for the year ended December 31, 2019 from approximately RMB31,005.8 millionfor the year ended December 31, 2018, primarily due to an increase in property development revenue.

� Property development

Our revenue generated from property development increased by approximately RMB18,351.1million, or 61.7%, to approximately RMB48,090.8 million for the year ended December 31, 2019 fromapproximately RMB29,739.7 million for the year ended December 31, 2018. In 2019, the GFA ofdelivered properties increased by 57.9% to 5.21 million sq.m. from 3.3 million sq.m. in the same periodof 2018, while the average selling price exclusive of tax increased by 2.4% to RMB9,227 per sq.m.from RMB9,007 per sq.m. in the same period of 2018. This was mainly attributable to an increase ofapproximately 19.7% over 2018 in the average selling price of residential apartments which accountedfor the highest proportion of properties delivered.

The following table sets forth the unaudited sales revenue generated from each project and thepercentage of the total sales revenue it represented for the year ended December 31, 2018 and the yearended December 31, 2019, respectively.

Year ended December 31

2018 2019

Salesrevenue

Percentageof total

salesrevenue

Salesrevenue

Percentageof total

salesrevenue

(RMB) (%) (RMB) (%)

(in millions, except percentages)

RegionSouth China . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,710.2 73.0 27,913.7 58.0Core region of Central and Western China . . . . . 5,055.8 17.0 6,993.2 14.5East China . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,379.2 8.0 9,165.2 19.1Bohai Rim . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297.4 1.0 2,206.6 4.6Offshore. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297.4 1.0 1,812.1 3.8

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,740 100.0 48,090.8 100.0

� Property investment

Our revenue generated from property investment increased by approximately RMB87.2 million toapproximately RMB273.0 million in the year ended December 31, 2019 from approximately RMB185.8million in the year ended December 31, 2018.

Cost of sales

Our cost of sales increased by approximately RMB14,138.3 million, or approximately 66.2%, toapproximately RMB35,510.0 million for the year ended December 31, 2019 from approximatelyRMB21,371.7 million for the year ended December 31, 2018, primarily due to an increase in the GFAdelivered attributable to Shenzhen Aoyuan Jade Bay, Guangzhou Aoyuan Lianfeng State, MeizhouAoyuan Peninsula View, Meizhou Aoyuan Rhythm on the River, Guangzhou Aoyuan Glorious Peak,Huizhou Aoyuan Yushan Lake, Yangzhou Aoyuan The Lake Shine House and Taixing ShengshixinglongProject.

– 89 –

Gross profit

For the year ended December 31, 2019, the gross profit of the Group was approximatelyRMB15,021.2 million, representing an increase of 55.9% from approximately RMB9,634.2 million forthe same period in 2018. The Group’s gross profit margin decreased from 31.1% in the same period of2018 to 29.7%.

Other income, gains and losses

For the year ended December 31, 2019, the Group’s other income, gains, and losses wasapproximately RMB338.0 million from approximately a loss of RMB223.0 million for the same periodin 2018. The Group’s other income, gains and losses mainly included bank interest income ofRMB360.5 million, other interest income of RMB83.0 million, and investment return from structureddeposits of RMB52.9 million.

Change in fair value of investment properties

Our change in fair value of investment properties resulted in a gain of approximately RMB394.0million for the year ended December 31, 2019 compared to a gain of approximately RMB544.5 millionfor the year ended December 31, 2018. The decrease in the change in fair value of our investmentproperties was primarily due to a lower number of newly launched self-owned properties.

Selling and distribution expenses

For the year ended December 31, 2019, total selling and distribution expenses of the Group wereapproximately RMB2,138.1 million, representing an increase of 49.3% from approximately RMB1,432.2million in the same period of 2018, which was mainly attributable to the increase in overall sales,marketing and promotional activities owing to the increase in contracted sales amount and propertiesdelivered during the year, boosted by the increase in the number of presale and delivered propertiesduring the year.

Administrative expenses

Total administrative expenses increased by 40.3% from approximately RMB1,736.0 million for theyear ended December 31, 2018 to approximately RMB2,434.7 million for the year ended December 31,2019, which was mainly due to the increase in staff expenses and other management costs resultingfrom the expansion of operation scale of the Group.

Finance costs

Our finance costs increased by 74.9% to approximately RMB718.2 million for the year endedDecember 31, 2019 from approximately RMB410.6 million for the year ended December 31, 2018,primarily due to an increase of interest expenses as a result of the increase in our level of averageoutstanding indebtedness, mainly including the bank and other borrowings, senior notes and bonds.

Income tax expense

Our income tax expenses increased by 33.7% to RMB5,369.7 million for the year endedDecember 31, 2019 from RMB4,014.8 million for the year ended December 31, 2018. Income taxexpense comprised of PRC enterprise income tax, land appreciation tax and deferred taxation. Theeffective tax rate of 51% is higher than the standard PRC enterprise income tax rate of 25%, mainlyattributable to land appreciation tax of approximately RMB1,942 million.

Profit and total comprehensive income for the period

As a result of the foregoing, our profit and total comprehensive income for the period increasedby approximately RMB2,303.8 million, or 79.1%, to approximately RMB5,217.8 million for the yearended December 31, 2019 from approximately RMB2,914.0 million for the year ended December 31,2018.

– 90 –

2018 compared to 2017

Revenue

Our revenue increased by approximately RMB11,890.6 million, or 62.2%, to approximatelyRMB31,005.8 million for the year ended December 31, 2018 from approximately RMB19,115.3 millionfor the year ended December 31, 2017, primarily due to an increase in property development revenuefrom the increased GFA of delivered properties.

� Property development

Our revenue generated from property development increased by approximately RMB11,779.3million, or 65.6%, to approximately RMB29,739.7 million for the year ended December 31, 2018 fromapproximately RMB17,960.4 million for the year ended December 31, 2017. In 2018, the GFA ofdelivered properties increased by 35.8% to 3.3 million sq.m. from 2.4 million sq.m. in the same periodof 2017, while the average selling price exclusive of tax increased by 21.8% to RMB9,007 per sq.m.from RMB7,397 per sq.m. in the same period of 2017. This was mainly attributable to the increase inthe proportion of commercial apartments with higher selling price from 5.3% in 2017 to 17.8% in 2018.

The following table sets forth the unaudited sales revenue generated from each project and thepercentage of the total sales revenue it represented for the year ended December 31, 2017 and the yearended December 31, 2018, respectively.

Year ended December 31

2017 2018

Salesrevenue

Percentageof total

salesrevenue

Salesrevenue

Percentageof total

salesrevenue

(RMB) (%) (RMB) (%)

(in millions, except percentages)

RegionSouth China . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,135.2 62.0 21,710.2 73.0Core region of Central and Western China . . . . . 4,130.8 23.0 5,055.8 17.0East China . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,155.2 12.0 2,379.2 8.0Bohai Rim . . . . . . . . . . . . . . . . . . . . . . . . . . . . 538.8 3.0 297.4 1.0Offshore. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0 0.0 297.4 1.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,960 100.0 29,740.0 100.0

� Property investment

Our revenue generated from property investment increased by approximately RMB66.8 million toapproximately RMB185.8 million in the year ended December 31, 2018 from approximately RMB119.0million in the year ended December 31, 2017.

Cost of sales

Our cost of sales increased by approximately RMB7,367.9 million, or approximately 52.6%, toapproximately RMB21,371.7 million in the year ended December 31, 2018 from approximatelyRMB14,003.8 million in the year ended December 31, 2017, primarily due to an increase in the GFAdelivered attributable to Wuhua Aoyuan Plaza, Jiaxing Aoyuan Gold Coast, Nanning Aoyuan Shangzhuand Mingmen, Chongqing Aoyuan Beyond Era, Chongqing Aoyuan Panlong Yihao and Foshan AoyuanThe Prime Palace.

– 91 –

Gross profit

For the year ended December 31, 2018, the gross profit of the Group was approximatelyRMB9,634.2 million, representing an increase of 88.5% from approximately RMB5,111.5 million forthe same period in 2017. The Group’s gross profit margin increased from 26.7% in the same period of2017 to 31.1%.

Other income, gains and losses

For the year ended December 31, 2018, the Group’s other income, gains and losses mainlyincluded net exchange loss of approximately RMB605.3 million, interest income of approximatelyRMB258.1 million, government subsidy received of approximately RMB47.1 million and other incomeof approximately RMB76.5 million.

Change in fair value of investment properties

Our change in fair value of investment properties resulted in a gain of approximately RMB544.5million for the year ended December 31, 2018 compared to a gain of approximately RMB336.5 millionfor the year ended December 31, 2017. The increase in the change in fair value of our investmentproperties was primarily due to increase of GFA of our investment properties which had transferredupon completion of construction during the year.

Selling and distribution expenses

For the year ended December 31, 2018, total selling and distribution expenses of the Group wereapproximately RMB1,432.2 million, representing an increase of 54.6% from approximately RMB926.2million in the same period of 2017, which was mainly attributable to the increase in overall sales,marketing and promotional activities owing to the increase in contracted sales amount during the year,boosted by the increase in the number of presales properties during the year.

Administrative expenses

Total administrative expenses increased by 117.1% from approximately RMB799.6 million for theyear ended December 31, 2017 to approximately RMB1,736.0 million for the year ended December 31,2018, which was mainly due to the increase in staff expenses and other management costs resultingfrom the expansion of operation scale of the Group.

Finance costs

Our finance costs increased by 53.3% to approximately RMB410.6 million for the year endedDecember 31, 2018 from approximately RMB267.9 million for the year ended December 31, 2017,primarily due to an increase of interest expenses as a result of the increase in our level of averageoutstanding indebtedness, mainly including the bank and other borrowings, senior notes and bonds.

Income tax expense

Our income tax expenses increased by 139.9% to RMB4,014.8 million for the year endedDecember 31, 2018 from RMB1,673.6 million for the year ended December 31, 2017. Income taxexpense comprised of PRC enterprise income tax, land appreciation tax and deferred taxation. Theeffective tax rate of 58% is higher than the standard PRC enterprise income tax rate of 25%, mainlyattributable to land appreciation tax of approximately RMB1,925 million.

Profit and total comprehensive income for the period

As a result of the foregoing, our profit and total comprehensive income for the period increasedby approximately RMB958.3 million, or 49.0%, to approximately RMB2,914.0 million for the yearended December 31, 2018 from approximately RMB1,955.7 million for the year ended December 31,2017.

– 92 –

Liquidity and Capital Resources

Cash flows

The following table presents selected cash flow data from our consolidated statement of cashflows for the periods indicated.

Year endedDecember 31,

Six months endedJune 30,

2017 2018 2019 2019 2020

(audited) (audited) (audited) (unaudited) (unaudited)

(RMB’000)

Net cash (used in) from operatingactivities . . . . . . . . . . . . . . . . . . (6,763,216) 8,587,922 (1,825,257) (737,262) (12,284,555)

Net cash used in investingactivities . . . . . . . . . . . . . . . . . . (9,943,619) (16,963,087) (31,441,786) (10,170,767) (10,959,686)

Net cash from financing activities . 31,046,329 16,370,229 46,320,925 18,692,606 14,571,781Cash and cash equivalents at the

end of the period . . . . . . . . . . . . 24,769,183 32,937,289 46,104,418 40,862,446 37,600,283

Operating Activities

Our cash from operating activities is primarily generated through proceeds from the sales of ourproperties, including proceeds from pre-sales of our properties, which are recorded as “forward salesdeposits” in our combined balance sheets. Our cash flows for a given period are also supplemented byincreases in trade and other payables and taxes payable, which have been accrued but are not yet due.Our cash used in our operating activities reflects our investments in our property developments. Cashused in operating activities also includes payment of income taxes.

In the six months ended June 30, 2020, our net cash used in operating activities wasRMB12,284.6 million. This operating cash outflow was primarily due to increase in trade and otherreceivable, payment of income tax and land appreciation tax.

In the year ended December 31, 2019, our net cash used in operating activities was RMB1,825.3million. This operating cash outflow was primarily due to increase in properties for sale. This cashoutflow was partially offset by cash inflow from increase in pre-sale.

In the year ended December 31, 2018, our net cash from operating activities was RMB8,587.9million. This operating cash inflow was primarily due to increase in pre-sale. This cash inflow waspartially offset by cash outflow attributable to the development of an increased amount of properties forsale.

In the year ended December 31, 2017, our net cash used in operating activities was RMB6,763.2million. This operating cash outflow was primarily due to cash outflow from increase in properties forsale and acquisitions of land use rights.

Investing Activities

Our cash used in investing activities primarily reflects the increase in restricted bank deposits andadvance to non-controlling shareholders of subsidiaries and joint ventures. Our cash from investingactivities primarily reflects proceeds from the disposal of investment properties, proceeds on disposal ofassets held for sale and repayments from jointly controlled entities.

– 93 –

In the six months ended June 30, 2020, our net cash used in investing activities wasRMB10,959.7 million. This investing cash outflow was primarily due to placement of restricted bankdeposits of RMB12,823.8 million, placement of bank and structured deposits of RMB14,764.0 million,advance made to non-controlling shareholders of subsidiaries of RMB1,443.5 million and advance madeto joint ventures of RMB1,844.5 million.

In the year ended December 31, 2019, our net cash used in investing activities was RMB31,442.0million. This investing cash outflow was primarily due to placement of bank and structured deposits ofRMB12,642.6 million, placement of restricted bank deposits of RMB9,139.5 million and deposit paidfor acquisition of Aeon Life Insurance Company of RMB3,261.6 million, which subsequently has beenreceived.

In the year ended December 31, 2018, our net cash used in investing activities was RMB16,963.1million. This investing cash outflow was primarily due to our cash outflow from advance made tonon-controlling shareholders of subsidiaries of RMB4,460.9 million, acquisition of subsidiaries (net ofcash and cash equivalents acquired) of RMB5,793.5 million and settlement of consideration payablesfrom prior years of RMB1,675.4 million.

In the year ended December 31, 2017, our net cash used in investing activities was RMB9,943.6million. This investing cash outflow was primarily due to acquisitions of subsidiaries (net of cash andcash equivalents acquired) of RMB5,097.9 million, among others, advances to non-controllingshareholders of subsidiaries of RMB1,184.4 million and advances to joint ventures of RMB475.5million.

Financing Activities

Our cash from financing activities is mainly generated from bank borrowings and loans fromshareholders used to finance our property development. Our cash used in financing activities reflectsrepayments of bank borrowings and interest thereon and dividends paid to our shareholders.

In the six months ended June 30, 2020, our net cash from financing activities was RMB14,571.8million. This financing cash inflow was primarily due to new bank and other borrowings raised ofRMB31,750.3 million and proceeds from issuance of senior notes and bonds of RMB5,143.7 million,which were partially offset by cash outflow due to repayment of bank and other borrowings ofRMB22,681.6 million.

In the year ended December 31, 2019, our net cash from financing activities was RMB46,321.0million. This financing cash inflow was primarily due to new bank and other borrowings raised ofRMB56,022.4 million and proceeds received from senior notes and bonds, net of issue expenses ofRMB12,300.5 million, partially offset by cash outflow due to repayment of bank and other borrowingsof RMB29,186.4 million.

In the year ended December 31, 2018, our net cash from financing activities was RMB16,370.2million. This financing cash inflow was primarily due to new bank and other borrowings raised as wellas proceeds from issuance of senior notes and bonds. This cash inflow was partially offset by cashoutflow from repayment of bank and other borrowings of RMB17,373.4 million.

In the year ended December 31, 2017, our net cash from financing activities was RMB31,046.3million. This financing cash inflow was primarily due to drawdown of new bank and other borrowingsof RMB24,663.0 million and proceeds from the issuance of senior notes and bonds of RMB3,294.1million, which were partially offset by cash outflows from repayment of bank and other borrowings ofRMB4,999.8 million and redemption of senior notes of RMB2,231.3 million.

Capital resources

Property developments require substantial capital investment for land acquisition and constructionand it may take many months or years before positive cash flows can be generated. To date we havefunded our growth principally from internal funds, proceeds from sales and pre-sales of our developedproperties, borrowings from banks (including onshore project-specific bank borrowings and offshore

– 94 –

bank loans that are secured by cash deposits in China) and proceeds from capital markets offerings,such as our initial public offering, our share placement in July 2009 and a strategic investment inDecember 2014 and issuance of the 2014 Notes, the April 2015 Private Placement Notes, the 2015Notes, the 2015 Listed Corporate Bonds, the 2015 Private Corporate Bonds, the 2016 Private CorporateBonds, the April 2016 Notes, the January 2017 Notes (including the Additional January 2017 Notes),the September 2017 Notes, short-term debt raised in August 2017, the May 2018 Notes, the September2018 USD Notes, the September 2018 SGD Notes, the 2018 Private Corporate Bonds, the 2018 ListedCorporate Bonds, the January 2019 USD Notes, the February 2019 USD Notes (including theAdditional February 2019 USD Notes), the June 2019 USD Notes, the 2019 Domestic Bonds, theFebruary 2020 USD Notes, the March 2020 Domestic Bonds, the July 2020 USD Notes, the August2020 Domestic Bonds and the September 2020 USD Notes. As at June 30, 2020, we had undrawn creditfacilities in the aggregate amount of approximately RMB94,300 million. Our financing methods varyfrom project to project and are subject to limitations imposed by PRC regulations and monetarypolicies.

We fund all of our land acquisitions with proceeds from the sales and pre-sales of properties, bankborrowings and proceeds from the capital market offerings. We plan to use proceeds from the sales andpre-sales of properties and internal funds to finance our future payments of land acquisitions.

Pursuant to relevant regulations in the PRC, certain of our property development companies arerequired to place a certain amount of pre-sales proceeds received at designated bank accounts asguarantee deposits for construction of the relevant properties. Such guarantee deposits will be releasedafter pre-sold properties are completed or their property ownership certificates are issued, whichever isthe earlier.

We typically use internal funds and project loans from PRC banks to finance the initialconstruction costs for our property developments. Additional cash is generated from pre-sales ofproperties when they meet the requirements of pre-sale under the national and local regulations. Suchproceeds from pre-sales, together with the project loans, are the major sources of funds for theconstruction of our projects.

Taking into account the estimated net proceeds from the offerings of the Notes, available creditfacilities and cash flows from our operations, we believe we have sufficient working capital for ournear-term requirements and foreseeable debt repayment obligations.

We intend to continue to fund our future development and debt servicing from existing financialresources and cash generated from operations. We may also raise additional funds through debt orequity offerings or sales or other dispositions of assets in the future to finance all or a portion of ourfuture development, for debt servicing or for other purposes. Our ability to obtain adequate financing tosatisfy our debt service requirements may be limited by our financial condition and results ofoperations and the liquidity of international and domestic financial markets. Any failure by us toachieve timely rollover, extension or refinancing of our short-term debt may result in our inability tomeet our obligations in connection with debt service, accounts payable and/or other liabilities whenthey become due and payable. See “Risk Factors – Risks Relating to Our Business – We may not haveadequate financing to fund our land acquisitions and property projects”.

Bank and other borrowings

Our bank and other borrowings are denominated principally in Renminbi, Hong Kong dollars,U.S. dollars, Australian dollars, and Canadian dollars. Our outstanding bank and other borrowingsamounted to RMB27,794.3 million, RMB40,751.4 million, RMB68,960.7 million and RMB 73,614.5million as at December 31, 2017, 2018, 2019 and as at June 30, 2020, respectively. We used such fundsto finance our property developments and general working capital. For 2017, 2018 and 2019 and for thesix months ended June 30, 2020, the weighted average effective interest rate was 6.6%, 7.2%, 7.5% and7.5% respectively, for our bank and other borrowings. As at June 30 ,2020, a significant part of ourbank and other borrowings was secured by land use rights and properties that we owned and the restwere guaranteed by certain of our subsidiaries.

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The table below sets forth the maturity profiles of our bank and other borrowings as at the datesindicated.

As at December 31,As at

June 30,

2017 2018 2019 2020

(RMB’000)

Due within one year . . . . . . . . . . . . . . . . . . . . 13,371,376 19,261,443 33,809,040 36,643,040Due more than one year but not exceeding

two years . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,104,680 15,331,028 22,167,980 22,669,678Due more than two years but not exceeding

five years . . . . . . . . . . . . . . . . . . . . . . . . . . 5,318,260 6,158,879 12,328,718 12,811,784Due after five years . . . . . . . . . . . . . . . . . . . . . – – 655,000 1,490,000

Total bank and other borrowings . . . . . . . . . . 27,794,316 40,751,350 68,960,738 73,614,502

As at June 30, 2020, we pledged certain of our properties held for sales, property, plant andequipment, investment properties, right-of-use assets and restricted bank deposits of RMB61,444 million(as compared to RMB59,692 million as at December 31, 2019) in favor of various banks to secure theproject loans and banking facilities they granted to us.

Net gearing ratio

Net gearing ratio = Net debt/Total Equity

We monitor our gearing capacity on the basis of our net gearing ratio, which is calculated as ournet debt which is equal to our total bank and other borrowings and senior notes and bonds less cashand cash equivalents and restricted bank deposits divided by the total equity as shown in theconsolidated balance sheet. As at June 30, 2020, our Group’s net gearing ratio was 79.8% compared to74.9% as at December 31, 2019.

The following table sets out our net gearing ratio as at the dates indicated.

As at December 31,As at

June 30,

2017 2018 2019 2020

(RMB’000 except percentages)

Current liabilitiesBank and other borrowings . . . . . . . . . . . . . . . . 13,371,376 19,261,443 33,809,040 36,643,040Senior notes and bonds . . . . . . . . . . . . . . . . . . . 7,118,223 4,470,449 8,064,013 10,868,955Non-current liabilitiesBank and other borrowings . . . . . . . . . . . . . . . . 14,422,940 21,489,907 35,151,698 36,971,462Senior notes and bonds . . . . . . . . . . . . . . . . . . . 5,457,222 12,499,712 18,739,179 18,564,298

Total bank and other borrowings, senior notesand bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,369,761 57,721,511 95,763,930 103,047,755

Bank balance and cashStructured deposits . . . . . . . . . . . . . . . . . . . . . . – 1,328,000 704,500 755,000Restricted bank deposits . . . . . . . . . . . . . . . . . . 1,770,880 2,281,255 9,312,790 15,657,071Bank balances and cash. . . . . . . . . . . . . . . . . . . 24,769,183 36,012,289 58,042,554 53,027,103

Total bank balances and cash . . . . . . . . . . . . . . . 26,540,063 39,621,544 68,059,844 69,439,174

Net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,829,698 18,099,967 27,704,086 33,608,581Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,126,290 30,733,846 36,996,608 42,093,960

Net gearing ratio. . . . . . . . . . . . . . . . . . . . . . . . 51.0% 58.9% 74.9% 79.8%

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For a more detailed discussion of our other material indebtedness, see “Description of OtherMaterial Indebtedness”.

Contingent liabilities

We make arrangements with various domestic banks to provide mortgage loan facilities topurchasers of our properties. In accordance with market practice, we are required to provide guaranteesto these banks in respect of mortgage loans offered to our customers. Guarantees for mortgage loans forresidential properties are generally discharged when the property ownership certificates and certificatesof other interests in the relevant properties are submitted to the mortgagee banks. If a purchaserdefaults on the mortgage loan, we may be required to repurchase the underlying property by paying offthe mortgage loan. If we fail to do so, the mortgagee banks will auction the underlying property andrecover the balance from us if the outstanding loan amount exceeds the net foreclosure sale proceeds.In line with industry practice, we do not conduct independent credit checks on our customers but relyon the credit checks conducted by the mortgagee banks. As at June 30, 2020, the outstandingguarantees over mortgage loans of the purchasers of our properties were equal to approximatelyRMB82,142.7 million. As of the date of this offering memorandum, we had not experienced anysignificant purchaser defaults on mortgage loans that we guaranteed.

Restricted cash

Pursuant to relevant regulations, certain of our project companies are required to deposit a portionof proceeds from the pre-sales of properties into specific bank accounts. Before the completion of thepre-sold properties, the proceeds deposited in the escrow accounts may only be used for the restrictedpurposes of purchasing construction materials, equipment, making interim construction payments andpaying taxes, with the prior approval of the relevant local authorities. In addition, some of our securedborrowings were secured by our bank deposits. As at December 31, 2017, 2018 and 2019 and June 30,2020, our restricted cash amounted to approximately RMB1,770.9 million, RMB2,281.3 million,RMB9,312.8 million and RMB15,657.1 million, respectively, of which approximately RMB1,622.9million, RMB1,604.2 million, RMB8,710.8 million and RMB13,946.9 million were secured bankdeposits that were secured in relation to our borrowings.

Contractual obligations

As at June 30, 2020, our contractual obligations amounted to approximately RMB31,489 million,which primarily arose from construction cost, land payments, acquisition of subsidiaries and a jointventure and registered capital injection in a joint venture contracted but not provided for.

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The following table sets forth our contractual obligations other than debt commitments as at thedates indicated.

As at June 30,2020

(RMB ’000)

CommitmentsConstruction cost commitment for properties for sales contracted for but not provided

in the consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,959,412

Commitments for acquisition of land use rights contracted for but not provided in theconsolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,697,420

Commitments for acquisition of subsidiaries contracted for but not provided in theconsolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,355,816

Construction cost commitments for investment properties contracted for but notprovided in the consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . 71,550

Construction cost commitment in respect of building under development contractedfor but not provided in the consolidated financial statements . . . . . . . . . . . . . . . . . 232,080

Commitments for acquisition of a joint venture contracted for but not provided in theconsolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,036

Commitments for registered capital injection in a joint venture . . . . . . . . . . . . . . . . . 51,200

Off-Balance Sheet Commitments and Arrangements

Except for the contingent liabilities set forth above, we have not entered into any off-balancesheet guarantees or other commitments to guarantee the payment obligations of any third parties. We donot have any variable interest in any unconsolidated entity that provides financing, liquidity, marketrisk or credit support to us or engages in leasing or hedging or research and development services withus. For a description of material events subsequent to June 30, 2020, see “Business – RecentDevelopments”.

Market Risks

We are, in the normal course of business, exposed to market risks primarily relating tofluctuations in interest rates, commodity prices, foreign exchange rates and the inflation rate.

Interest rate risk

Our business is sensitive to fluctuations in interest rates. As of the date of this offeringmemorandum, the majority of our bank borrowings are floating rate borrowings. Any increase ininterest rates will increase the cost of our financing. We currently do not hedge our interest rate riskbut may do so in the future.

An increase in interest rates may also adversely affect prospective purchasers’ ability to obtainfinancing and depress overall housing demand. Higher interest rates may adversely affect our revenueand profits. PBOC benchmark one-year lending rates in China (which directly affects the propertymortgage rates offered by commercial banks in the PRC) as at December 31, 2017, 2018, 2019 andJune 30, 2020 were 4.35%, 4.35%, 4.35% and 3.85%, respectively. We cannot assure you that PBOCwill not raise lending rates in the future or that our business, financial condition and results ofoperations will not be adversely affected as a result of these adjustments.

Commodities risk

We are exposed to fluctuations in the prices of raw materials for our property developments,primarily steel and cement. Accordingly, rising prices for construction materials will affect ourconstruction costs in the forms of increased fees payable to our contractors. As a result, fluctuations inthe prices of our construction materials have a significant impact on our results of operations.

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Foreign exchange rate risk

We conduct our sales and purchases almost exclusively in Renminbi. Our exposure to foreignexchange risk is principally due to our foreign currency debts and our Hong Kong dollar bank deposits.

Our foreign currency debts primarily comprise the September 2017 Notes, the May 2018 Notes,the September 2018 USD Notes, the January 2019 USD Notes, the February 2019 USD Notes(including the Additional February 2019 USD Notes) the June 2019 USD Notes, the February 2020USD Notes, the July 2020 USD Notes and the September 2020 USD Notes, which are denominated inU.S. dollars, the September 2018 SGD Notes which are denominated in Singapore dollars, and ourHong Kong dollar-and U.S. dollar-denominated term loan facilities from various banks. As at June 30,2020, 86% of aggregate bank balances was denominated in Renminbi and 14% was denominated inother currencies (mainly in HK dollar, Australian dollar, Canadian dollar and US dollar).

We recognize foreign exchange gain or loss on our income statement due to changes in value ofassets and liabilities denominated in foreign currencies during the relevant accounting period.Appreciation of the Renminbi against foreign currencies generally results in a gain arising from ourforeign currency– denominated debts and a loss arising from our foreign currency bank deposits. Adepreciation of the Renminbi against foreign currencies would have the opposite effect. For example,we recognized foreign exchange gain of RMB407.4 million in the year ended December 31, 2017, whenthe RMB appreciated in general against USD and other major currencies; we recognized foreignexchange loss of RMB605.3 million in the year ended December 31, 2018, when the RMB depreciatedin general; we recognized foreign exchange loss of RMB151.1 million in the year ended December 31,2019, when the RMB depreciated in general; and we recognized foreign exchange loss of RMB213.4million for the six months ended June 30, 2020, when the RMB depreciated in general. In addition, adepreciation of Renminbi would negatively affect the value of dividends paid by our PRC subsidiaries,which may in turn affect our ability to service foreign currency-denominated debts.

Fluctuations in the foreign exchange rate have had and will continue to have an impact on ourbusiness, financial condition and results of operations. See “Risk Factors – Risks Relating to the Notes– We may be subject to risks presented by fluctuations in exchange rates between Renminbi and othercurrencies, particularly U.S. dollars”. The management closely monitors foreign currency exposure andwill consider hedging significant foreign currency exposure if needed.

Inflation

According to the World Bank, China’s overall national inflation rate, as represented by the generalconsumer price index, was approximately 1.6%, 2.1% and 2.9% in the years ended December 31, 2017,2018 and 2019, respectively. Deflation could negatively affect our business as it would be adisincentive for prospective property buyers to make a purchase.

Non-GAAP Financial Measures

We define Adjusted EBITDA as profit and total comprehensive income for the year/period lesschange in fair value of investment properties, change in fair value of derivative financial instruments,gain on disposal of AFS investment, exchange gains/(losses) and (loss)/gain on disposal of subsidiariesplus consolidated interest expense (interest incurred for the year/period), income tax expense,depreciation of property, plant and equipment and amortization of prepaid lease payments andintangible assets.

Adjusted EBITDA is not a standard measure under IFRS. As the property development business iscapital intensive, capital expenditure requirements and levels of debt and interest expenses may have asignificant impact on the profit for the year/period of companies with similar operating results.Therefore, we believe the investor community commonly uses this type of financial measure to assess acompany’s ability to service and incur debt and the operating performance of companies in our marketsector.

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As a measure of our ability to service and incur debt and our operating performance, we believethat the most directly comparable IFRS measure to Adjusted EBITDA is profit and total comprehensiveincome for the year/period. We operate in a capital intensive industry. We use Adjusted EBITDA inaddition to profit and total comprehensive income for the year/period because profit and totalcomprehensive income for the year/period includes many accounting items associated with capitalexpenditures, such as depreciation, as well as non-operating items, such as amortization of intangibleassets and interest income and interest expense.

These accounting items may vary between companies, depending on the method of accountingadopted by a company. By minimizing differences in capital expenditures and the associateddepreciation expenses, as well as reported tax positions, intangible assets amortization and interestincome and expense, Adjusted EBITDA provides further information about our ability to service andincur debt and our operating performance and an additional measure for comparison with othercompanies. Funds depicted by this measure may not be available for debt service due to covenantrestrictions, capital expenditure requirements and other commitments.

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The following table reconciles our profit and total comprehensive income for the year/periodunder IFRS to our definition of Adjusted EBITDA for the periods indicated.

Year ended December 31, Six months ended June 30,

2017 2018 2019 2019 2020

(RMB’000, except adjusted EBITDA margin)

Profit and total comprehensiveincomefor the year/period . . . . . . . . . . . 1,955,742 2,914,007 5,217,847 2,794,194 2,842,715

Adjustment:Less: Change in fair value of

investment properties . . . . . . . . . 336,543 544,467 393,912 363,792 78,905Less: Recognition of change in fair

value of properties for sale upontransfer to investment properties . – 320,741 3,392 3,392 273,393

Less: Change in fair value ofderivative financial instruments. . (78,484) 46 – – –

Less: Gain on disposal ofavailable-for-sale investment . . . 29,153 – – – –

Less: Exchange gain (loss) . . . . . . 407,402 (605,329) (151,073) 102,825 (213,394)Less: (Loss) gain on disposal of

subsidiaries . . . . . . . . . . . . . . . . (4,201) 222,012 174,726 4,576 420,171Less: Net fair value gain on

available-for-sale investment, netof income tax . . . . . . . . . . . . . . 19,062 – – – –

Less: Exchange differences ontranslating foreign operations . . . 6,593 (25,460) (3,983) (5,842) 2,829

Less: Gain (loss) from changes infair value of financialassets at FVTPL . . . . . . . . . . . . – 24,400 – – (40,300)

Less: Investment return fromfinancial assets at FVTPL andstructured deposits . . . . . . . . . . . – – 86,504 50,299 22,867

Less: Gain on disposal of a jointventure . . . . . . . . . . . . . . . . . . . – – 4,328 – –

Adjustment:Plus: Consolidated interest expense

(including capitalized interestexpense) . . . . . . . . . . . . . . . . . . 2,135,055 3,975,914 7,451,639 3,261,725 4,426,828

Plus: Loss on redemption of seniornotes . . . . . . . . . . . . . . . . . . . . 198,808 – – – –

Plus: Income tax expenses . . . . . . . 1,673,640 4,014,825 5,367,662 (2,634,076) (3,280,182)Plus: Depreciation of property,

plant and equipment . . . . . . . . . 53,328 118,349 170,840 75,836 98,294Plus: Amortization of prepaid lease

payments . . . . . . . . . . . . . . . . . 478 7,603 – – –Plus: Amortization of intangible

assets . . . . . . . . . . . . . . . . . . . . 656 1,098 1,175 550 685Plus: Gain on disposal of

available-for-sale investmentreclassified to profit and loss. . . . 21,865 – – – –

Plus: Depreciation of right-of-useassets . . . . . . . . . . . . . . . . . . . . – – 168,351 60,428 127,047

Adjusted EBITDA. . . . . . . . . . . . . 5,323,504 10,550,919 17,869,708 8,307,768 10,231,280Adjusted EBITDA margin . . . . . . 27.8% 34.0% 35.56% 35.1% 36.2%

You should not consider our definition of Adjusted EBITDA in isolation or construe it as analternative to profit for the year/period or as an indicator of our ability to service or incur debt or ouroperating performance or any other standard measure under IFRS. Our definition of Adjusted EBITDA

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does not account for taxes and other non-operating cash expenses. Our Adjusted EBITDA measures maynot be comparable to similarly-titled measures used by other companies. Investors should also note thatAdjusted EBITDA as presented herein may be calculated differently from Consolidated EBITDA asdefined and used in the Indenture governing the Notes. Interest expense excludes amounts capitalized.See “Description of the Notes – Definitions” for a description of the manner in which ConsolidatedEBITDA is defined for purposes of the Indenture governing the Notes.

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INDUSTRY OVERVIEW

The information in the section below has been derived, in part, from various governmentpublications unless otherwise indicated. This information has not been independently verified by us orthe Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers or any of our or theirrespective affiliates or advisors. The information may not be consistent with other information compiledwithin or outside the PRC.

The Economy of the PRC

The PRC economy has grown significantly since the PRC government introduced economicreforms in the late 1970s. China’s accession to the World Trade Organization in 2001 has furtheraccelerated the reform of the PRC economy. In the past 10 years, China’s nominal gross domesticproduct (“GDP”) has increased from approximately RMB41,211.9 billion in 2010 to approximatelyRMB99,086.5 billion in 2019 at a compound annual growth rate, or CAGR, of approximately 10.2%.

The table below sets out selected economic statistics of China for the years indicated.

As of December 31,

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP (RMB in billions) . . . . 41,211.9 48,794.0 53,858.0 59,296.3 64,356.3 68,885.8 74,639.5 83,203.5 91,928.1 99,086.5Real GDP growth rate (%) . . . . . . . . 10.6 9.6 7.9 7.8 7.4 7.0 6.8 6.9 6.7 6.1Per capita GDP (RMB) . . . . . . . . . . 30,808.0 36,302.0 39,874.0 43,684.0 47,173.0 50,237.0 54,139.0 60,014.0 66,006.0 70,892.0Foreign Direct Investment

(US$ in billions) . . . . . . . . . . . . 105.7 116.0 111.7 117.6 119.6 126.3 126.0 131.0 135.0 138.1Fixed asset investment: urban

(RMB in billions) . . . . . . . . . . . . 24,143.1 30,239.6 36,485.4 43,574.7 50,126.5 55,159.0 59,650.1 63,168.4 63,563.6 55,147.8

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Since 2004, with a view to preventing China’s economy from overheating and to achieving morebalanced and sustainable economic growth, the PRC government has taken various measures to controlmoney supply, credit availability and fixed assets investment. In particular, the PRC government hastaken measures to discourage speculation in the residential property market and has increased thesupply of affordable housing. See “Regulation”.

The Real Estate Market in the PRC

Real Estate Reform

In the 1990s, China’s real estate and housing sector began its transition to a market-based system.A brief timeline of key housing reforms is set out below:

1988. . . . . . . . . . . . . . . The PRC government amended the national constitution to permit thetransfer of state-owned land use rights.

1992. . . . . . . . . . . . . . . Public housing sales in major cities commenced.

1994. . . . . . . . . . . . . . . The PRC government further implemented the reform and established anemployer/employee-funded housing fund.

1995. . . . . . . . . . . . . . . The PRC government issued regulations regarding the sales and pre-sales ofreal estate, establishing regulatory framework for real estate sales.

1998. . . . . . . . . . . . . . . The PRC government abolished the state-allocated housing policy.Guangdong government issued regulations on the administration ofpre-sales of commodity properties in Guangdong province.

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1999. . . . . . . . . . . . . . . The PRC government extended the maximum mortgage term to 30 years.The PRC government increased the maximum mortgage financing from70% to 80%.

The PRC government formalized procedures for the sale of real property inthe secondary market.

2000. . . . . . . . . . . . . . . The PRC government issued regulations to standardize the quality ofconstruction projects, establishing a framework for administeringconstruction quality.

2001. . . . . . . . . . . . . . . The PRC government issued regulations relating to sales of commodityproperties.

2002. . . . . . . . . . . . . . . The PRC government promulgated the Rules Regarding the Grant of State-Owned Land Use Rights by Way of Tender, Auction and Listing-For-Sale.

The PRC government eliminated the dual system for domestic and overseashome buyers in China.

2003 . . . . . . . . . . . . . . The PRC government promulgated rules for more stringent administrationof real estate loans with a view to reducing the credit and systemic risksassociated with such loans.

The PRC State Council (the “State Council”) issued a notice for sustainedand healthy development of the property market.

2004. . . . . . . . . . . . . . . The State Council issued a notice requiring that, with respect to propertydevelopment projects (excluding ordinary housing), the proportion of capitalfunds should be increased from 20% to 35%.

The Ministry of Construction amended Administrative Measures on thePre-sale of Commercial Housing in Cities. The China Banking RegulatoryCommission issued the Guideline for Commercial Banks on Risks of RealEstate Loans to further strengthen the risk control of commercial banks onreal estate loans.

2005. . . . . . . . . . . . . . . The PRC government instituted additional measures to discouragespeculation in certain regional markets, including, among others, increasingthe minimum required down payment to 30% of the total purchase price,eliminating the preferential mortgage interest rate for residential housing,imposing a business tax of 5% for sales within two years of purchase, andprohibiting reselling unfinished properties before they are completed.

2006 to mid-2008 . . . . . The PRC government implemented additional land supply, bank financing,foreign investment and other measures to curtail fast increases in propertyprices to encourage the development of middle-to low-end housing and topromote healthy development of the PRC property industry.

The PRC government issued regulations to urge the full and effective useof existing construction land and the preservation of farming land and rulesto control financial institutions’ property financings to further curtailspeculation, over-development and fast increases in property prices.

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Mid-2008 to 2009 . . . . . The PRC government implemented a number of measures to combat theglobal economic slowdown. These measures include the lowering of thePBOC benchmark bank lending rates, the internal capital ratio requirementsfor property projects and the down payment requirements for purchasingresidential properties.

On May 25, 2009, the State Council issued the Circular of the StateCouncil Concerning the Adjustment of Capital Ratio of Fixed AssetsInvestment Projects（《關於調整固定資產投資項目資本金比例的通知》）,decreasing the minimum percentage of capital funding for any affordablehousing projects and ordinary commodity residential properties from 35%to 20%. The minimum percentage of capital funding for other real estatedevelopment projects was decreased from 35% to 30%.

The PRC government has adjusted some of its policies to cool down theover-rapid growth of the PRC economy, including abolishing certainpreferential treatment in respect of business tax payable upon transfer ofresidential properties and imposing more stringent requirements on thepayment of land premiums.

2010. . . . . . . . . . . . . . . On April 14, 2010, the Executive Meeting of the State Council adopted aseries of new measures to prevent the rapid increase in property prices incertain cities. The new measures, among others, include:

� implementing differential mortgage loan policies for different types ofproperty purchasers. For a family (including the purchaser, his or herspouse and children under 18) which purchases a first residentialproperty through mortgage financing, the minimum amount of downpayment shall be 30% of the purchase price if such property has aunit floor area of 90 sq.m. or more. For any second-time propertypurchaser that uses mortgage financing, the minimum down paymentshall be increased to 50% of the purchase price and the minimummortgage loan interest rate shall be 110% of the relevant PBOCbenchmark lending interest rate. Additionally, the ratio of minimumdown payment to the purchase price and the minimum mortgage loaninterest rate shall be increased substantially for purchasers who usemortgage financing to purchase a third or additional residentialproperties. The exact minimum down payment and minimum mortgageloan interest shall be determined by commercial banks according torisk control principles;

� increasing the supply of residential properties. For cities whereproperty prices increase too rapidly, the government shall increase thetotal supply of land used for residential property development. Theidle land shall be forfeited timely in accordance with laws and shallthen be primarily used to develop ordinary residential properties.Besides competitive bidding, auction and listing-for sale, thegovernment shall study and consider other measures to grant land userights, including, but not limited to, comprehensive evaluation of bids,one-time bidding and mutual bidding, to prevent the irrational increaseof land use right price; and

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� strengthening the regulation of property market. The authorities incharge of land and resources shall, in accordance with relevant lawsand regulations, strictly punish developers who hold idle land orspeculate in land, and prohibit offenders from participating in land useright grant transactions. Additionally, developers who hold idle land orspeculate in land shall not be granted bank loans for the developmentof new property projects. Such developers’ applications for listing ofshares, refinancing and reconstructing material assets shall besuspended by the China Securities Regulatory Commission. Theauthorities in charge of urban and rural construction shall punishdevelopers who purposely hoard properties or bid up property pricemore severely, disclose the identities of such developers to the publicand revoke serious offenders’ property development qualifications.Relevant responsible individuals of developers that violate these lawsor regulations shall be punished.

Subsequently, on April 17, 2010, the State Council issued the Notice onFirmly Preventing Overly Fast Growth of Real Property Price in CertainCities（《國務院關於堅決遏制部分城市房價過快上漲的通知》）, or the April 17Notice, restating the measures adopted on April 14, 2010 and promulgatingseveral new measures. These new measures, among others, include:

� in regions where the price of residential properties is too high or,increases too rapidly and that have a shortage in the supply ofresidential properties, commercial banks may discontinue grantingmortgage loans to purchasers who purchase a third or additionalproperty; commercial banks shall discontinue granting mortgage loansto purchasers who are not local residents and cannot provide evidenceof their payments of taxes or social security insurance in the localarea for more than one year; and the local government may adoptinterim measures restricting the maximum amount of residentialproperties that may be purchased;

� certain provisions shall be incorporated in the land use right grantcontracts, including, but not limited to, the price, amount of units andunit floor area of the residential properties to be sold, the percentageof supportive properties to be constructed, the commencement andcompletion date of the project and the liabilities for defaults inperforming the agreement; and

� shareholders of property developers shall not illegally lend money,transfer funds raised through loans, provide guarantees or provideother financing facilities to such developers while the developers aretendering for land or developing properties. In addition, thedevelopers of projects which file the sale of existing properties withthe government or to which pre-sale permits are granted shall discloseall properties held under the projects within certain periods and sellproperties only at the price filed with the government.

On September 29, 2010, PBOC and CBRC jointly issued the Notice onRelevant Issues Regarding the Improvement of Differential Mortgage LoanPolicies（《關於完善差別化住房信貸政策有關問題的通知》）to further implementthe April 17 Notice.

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The new rule, among other things:

� requires that commercial banks suspend granting of mortgage loans ona nationwide basis (i) for any third or additional residential propertypurchases of any purchaser or (ii) to any non-residents who cannotprovide proof of tax or social security insurance payments for aperiod of more than one year;

� stipulates that a residential property purchaser’s down payment for thefirst property purchase shall not be less than 30% of the purchaseprice regardless of the GFA of the property purchased; and

� requires that legal requirements as set forth in the April 17 Noticeregarding a property purchaser’s down payment for his or her secondproperty purchase and the applicable loan interest rate be strictlyimplemented.

In addition, on September 29, 2010, the Ministry of Finance, SAT andMOHURD jointly issued the Notice to Adjust the Preferential Policies onDeed Tax and Individual Income Tax Regarding Real Estate Transaction（《關於調整房地產交易環節契稅、1A所得稅優惠政策的通知》）, according to

which, as of October 1, 2010, the deed tax for individuals who purchasedordinary residential property with a GFA under 90 sq.m. as their sole familyresidence will be reduced to 1%, and those who sell their homes and buynew ones within one year will not be eligible for reductions or exemptionson individual income tax on the profits from such sales.

2011 . . . . . . . . . . . . . . . On January 21, 2011, the State Council promulgated the Regulation onExpropriation of and Compensation for Buildings on State-Owned Land（《國有土地上房屋徵收與補償條例》）(Order of the State Council No. 590)

which stipulates that compensation must be paid before the resettlement.Compensation offered by governments at municipal and county levels thatmakes housing expropriation decisions to parties with housing beingexpropriated includes:

� compensation for the value of the housing being expropriated;

� compensation for relocation and temporary settlement caused byexpropriation of housing; and

� compensation for the loss arising from the suspension of productionand operation caused by expropriation of housing.

On December 24, 2011, MOFCOM and the National Development andReform Commission (the “NDRC”) jointly promulgated the Catalogue ofGuidance on Industries for Foreign Investment (Revised in 2011)（《外商投資產業指導目錄》）, which was effective on January 30, 2012, stipulating thefollowing:

� the development of a whole parcel of land (limited to Sino-foreignjoint equity and cooperative ventures) as well as the construction andoperation of high-end hotels, villas, premium office buildings,international conference and exhibition centers fall within the categoryof industries in which foreign investment is restricted;

� the secondary market transactions in the real estate sector and realestate intermediaries or brokerage companies agents fall within thecategory of industries in which foreign investment is restricted; and

– 107 –

� other real estate developments fall within the category of industries inwhich foreign investment is permitted.

Subject to the approval by the relevant foreign investment regulatoryauthorities, a foreign investor intending to engage in the development andoperation of real estate in China may establish a Sino-foreign equity jointventure, a Sino-foreign cooperative joint venture or a wholly foreign ownedenterprise in accordance with the PRC laws and regulations governingforeign-invested enterprises.

2012. . . . . . . . . . . . . . . On February 25, 2012, the Ministry of Land and Resources promulgated theNotice on Accomplishment of Real Estate Land Administration and Controlin 2012（《國土資源部關於做好2012年房地產用地管理和調控重點工作的通知》）which aimed to insist on stabilizing the housing price and guaranteeing thesufficient supply of social security housing.

On June 1, 2012, the Ministry of Land and Resources promulgated therevised Measures on the Disposal of Idle Land（《閒置土地處置辦法》）, whichbecame effective on July 1, 2012. Under these measures, if any land parcelconstitutes “idle land” due to government-related action, the holder of therelevant land use rights is required to explain to the relevant municipalityor county-level land administrative department(s) the reasons for the landbecoming idle, consult the relevant government authorities and rectify thesituation accordingly. The means of rectification include, but are notlimited, to the extension of the period permitted for commencingdevelopment, the adjustment of the land use and planning conditions or thesubstitution of the relevant idle land parcels with other land parcels.

On July 19, 2012, the Ministry of Land and Resources and MOHURDjointly issued the Urgent Notice to Further Tighten Up Real Property LandAdministration and Consolidate the Achievement of MacroeconomicControl of the Real Property Market（《關於進一步嚴格房地產用地管理鞏固房地產市場調控成果的緊急通知》）to strengthen the enforcement ofmacroeconomic policy in the real property market, which requires thatresidential construction projects must commence within one year of the landtitle delivery date as stipulated in the land allocation decision or land grantcontract and must be completed within three years of the date ofcommencement.

On September 6, 2012, the Ministry of Land and Resources promulgatedthe Notice on Strictly Implementing Land Use Standard and VigorouslyPromoting Economical Intensive Land Use（《關於嚴格執行土地使用標準大力促進節約集約用地的通知》）, which stipulated that land use standards shall bestrictly implemented and continuously improved in accordance with theprinciple of economical intensive land use.

On November 5, 2012, the Ministry of Land and Resources, the Ministry ofFinance, PBOC and CBRC jointly promulgated the Notice on StrengtheningLand Reserves and Financing Administration (Guotuzi Fa 2012 No. 162)（《關於加強土地儲備與融資管理的通知》（國土資發2012 162號））in order to

strengthen land bank institutions administration, determine the reasonablescale and structure of land bank, strengthen the administration of landpre-development, reservation and protection, and regulate the financing forland reservation and the use of land reservation funds.

– 108 –

In December 2012, the Central Economic Work Conference announced thatChina will continue its property market control policies in 2013, step up theconstruction and management of low-income housing, as well as renovationof run-down areas.

2013. . . . . . . . . . . . . . . On February 20, 2013, the State Council announced five measures on thecontrol of the PRC property market. On February 26, 2013, the GeneralOffice of the State Council issued the Notice on Continuing Adjustment andControl of Property Markets（關於繼續做好房地產市場調控工作的通知）which,among other restrictive measures, provides that further restraining measuresare to be adopted to strengthen the regulation of the property market.

2014. . . . . . . . . . . . . . . In the first half year of 2014, the governing mind-set of the PRCgovernment in the economic domain is mainly based on market mechanism.According to the government working report of the 12th Session of theNPC in March 2014, the 2014 economic growth objective was more or lessthe same as those in the past years; the major economic policies werestable, which will foster sustainable growth of the Chinese economy; in theproperty sector, it proposed to restrain demand for investment andspeculation purposes, and to increase the supply of small and mediumhousing for household necessity.

In 2014, some local governments have promulgated their various measureson stimulating and regulating the real estate market within theiradministrative regions respectively. In the year of 2011, 48 cities in thePRC have promulgated their local restriction orders on house purchases(“Restriction Order”), 36 of which have not set forth the deadline ofimplement for such Restriction Orders. On June 26, 2014, Hohhot RealEstate Development Supervision and Management Office（呼和浩特房地產開發監督管理處）issued an announcement to cancel the Restriction Orderofficially, and became the first city to cancel the Restriction Ordernationwide. On August 1, 2014, Hefei Real Estate Management Office（合肥市房地產管理局）in Anhui Province promulgated its announcement

cancelling the Restriction Order, which set forth that from August 2, 2014,the purchaser is not required to provide a certificate of household residencewhen purchasing new houses within Hefei. Only five cities have notcancelled their Restriction Orders, namely, Beijing, Shanghai, Guangzhou,Shenzhen and Sanya in Hainan Province（海南省三亞市）.

On September 12, 2014, the Ministry of Land and Resources issued theGuidelines on Improving Economical and Intensive Use of Land（《關於推進土地節約集約利用的指導意見》）, which requires reinforcement of theimplementation of the rules regarding idle land and specification of thecontrolling requirements of the land use standards in the relevant legaldocuments including land use approvals and land grant contracts.

– 109 –

On September 29, 2014, PBOC and CBRC jointly issued the Notice onFurther Improving Financial Services for Real Estate Sector（《關於進一步做好住房金融服務工作的通知》）, which provides that for any family that usesloans to buy the first ordinary home for its own use, a minimum downpayment ratio of mortgage loan is 30% and the floor loan interest rate is70% of the benchmark loan interest rate, and the specific terms shall bedecided by the banking financial institution that provides the loan based onthe risk profile of the borrower. Where a family that already owns a homeand has paid off the mortgage loan applies for another mortgage loan tobuy another ordinary commercial home to improve the living conditions,the bank may apply the first home mortgage loan policy. In cities that havelifted home buying restrictions on residents or those that have not imposedsuch restrictions, when a family that owns two homes or more and has paidoff all the mortgage loans applies for a mortgage loan to buy another home,the bank must make prudent decisions, after considering the solvency andcredit standing of the borrower and other factors, on the down paymentratio and loan interest rate. In view of the local urbanization plan, banksmay provide mortgage loans to non-local residents that meet the conditionsrequired by the related policies.

2015. . . . . . . . . . . . . . . On March 10, 2015, MOFCOM and NDRC jointly promulgated the Catalogof Guidance on Industries for Foreign Investment (Revised in 2015)（《外商投資產業指導目錄（2015年修訂）》）, which became effective on April 10, 2015,stipulating the following:

� the construction of golf courts and villas fall within the category ofindustries in which foreign investment is prohibited;

� the construction and operation of movie theatres and large themeparks fall within the category of industries in which foreigninvestment is restricted; and

� other real estate developments fall within the category of industries inwhich foreign investment is permitted.

The Ministry of Land and Resources and MOHURD jointly issued theNotice on Optimizing 2015 Housing and Land Use Supply Structure andFacilitating the Stable and Healthy Development of Real Estate Market（《關於優化2015年住房及用地供應結構促進房地產市場平穩健康發展的通知》）on

March 25, 2015, which requires to strengthen the management of housingland supply and facilitate the adjustment of real estate land structure.

PBOC, MOHURD and CBRC jointly issued the Notice on the Policies forIndividual Housing Loans（《關於個人住房貸款政策有關問題的通知》）on March30, 2015, which provides that where a family that already owns a home andhas not paid off the corresponding housing loan applies for anothercommercial individual housing loan to buy another ordinaryowner-occupation house to improve the living conditions, the minimumdown payment ratio of housing loan is 40%. For a contributing employeefamily that uses housing provident fund loans to purchase its first ordinaryowner-occupation home, the minimum down payment ratio of housing loanis 20%. Where a contributing employee family that already owns a homeand has paid off the corresponding housing loan applies for another housingprovident fund loan to buy another ordinary owner-occupation house toimprove the living conditions, the minimum down payment ratio of housingloan is 30%.

– 110 –

MOF and SAT released the Notice on Adjusting the Business Tax PoliciesConcerning Transfer of Individual Housing（《關於調整個人住房轉讓營業稅政策的通知》）, which was adopted on March 31, 2015. According to theaforesaid notice, where an individual sells a house that was purchased lessthan two years ago, full amount of business tax shall be levied. Where anindividual sells a non-ordinary house that was purchased more than twoyears (inclusive) ago, business tax shall be levied based on the differencebetween the sales proceed and the purchase price of the house. Where anindividual sells an ordinary house that was purchased more than two years(inclusive) ago, business tax is exempted.

On May 4, 2015, SAFE issued a Notice on Abolition and Revision ofNormative Documents concerning the Reform of Registered Capital System（《國家外匯管理局關於廢止和修改涉及註冊資本登記制度改革相關規範性檔的通知》）

(the “Notice 20”), which reformulated the Notice in Respect of ForeignExchange Issues in the Real Estate Market（《關於規範房地產市場外匯管理有關問題的通知》）and the Notice on Promulgating “Administrative Measuresfor Foreign Debt Registration”（《關於發佈〈外債登記管理辦法〉的通知》）.According to Notice 20, if a FIREE has not obtained a land use rightscertificate or the capital injected into the projects is less than 35% of itstotal investment, the FIREE shall not seek foreign debt and SAFE and itslocal branches shall not process neither the registration nor the approval forthe settlement of foreign debt for it. Additionally, it is not a mandatoryrequirement of the foreign investor of a FIREE to pay the registered capitalunder its name as requested in the Articles of Association or ShareholderAgreement before engaging in foreign debts.

MOHURD, MOFCOM, NDRC, PBOC, State Administration for Industryand Commerce, and SAFE jointly issued the Notice for Adjusting Policieson the Access and Administration of Foreign Investment in Real EstateMarket（《關於調整房地產市場外資准入和管理有關政策的通知》）on August 19,2015, which provides that (i) for a foreign-invested property enterprise, theratio of registered capital to total investment is subject to the relevantprovisions of the Interim Provisions of the State Administration forIndustry and Commerce for Sino-foreign Equity Joint Ventures on the Ratioof Registered Capital to Total Investment (Gong Shang Qi Zi [1987] No.38)（《國家工商行政管理局關於中外合資經營企業註冊資本與投資總額比例的暫行規定》（工商企字[1987]第38號））; (ii) a foreign-invested real estate enterpriseis no longer required to have its registered capital paid in full before itbecomes eligible to obtain domestic or overseas loans or make settlement ofexchanges for its loans in foreign exchange; and (iii) the branches orrepresentative offices (excluding those engaged in the real estate businessupon approval) set up in the PRC by foreign institutions and foreignindividuals who work or study in the PRC are eligible to purchase housesfor self-use or self-occupation to meet their actual needs. Foreignindividuals shall, in purchasing a house in a city, comply with the housepurchase quota policies of such city.

In September 2015, the State Council decreased the capital fund ratio forproperty projects (excluding affordable housing projects and ordinarycommodity residential projects) to 25%.

SAT issued the Administrative Measures on Entitlement of Non-residents toTreatment under Tax Treaties（《非居民納稅人享受稅收協定待遇管理辦法》）,which became effective on November 1, 2015, for the purposes of furtherpromoting reform of the tax administrative examination and approvalsystem, optimizing administration of tax treaty benefits for non-residenttaxpayers.

– 111 –

On November 6, 2015, MOFCOM and SAFE jointly issued the Notice onFurther Improvements to Filing for Real Estate Investments of ForeignInvestors（《關於進一步改進外商投資房地產備案工作的通知》）. According to theaforesaid notice, the administration of foreign-funded real estate enterprisesshould be simplified. All levels of local commerce authorities shall approveestablishment and change of foreign-funded real estate enterprises pursuantto foreign investment laws and regulations and the relevant provisions, andfill in the relevant information of real estate projects in the Ministry ofCommerce’s foreign investment general management information systempursuant to the requirements. In addition, the notice requires the filingannouncement procedures on the Ministry of Commerce website should beremoved. Upon completion of the relevant workflow, foreign-funded realestate enterprises may complete the registration formalities for foreignexchange under direct foreign investment with the banks pursuant to therelevant foreign exchange control provisions.

2016. . . . . . . . . . . . . . . Ministry of Finance, State Administration of Taxation promulgated theMeasures for the Implementation of the Pilot Scheme on LevyingValue-added Tax in Place of Business Tax（《營業稅改徵增值稅試點實施辦法(2016)》）(the “Measures”), which became effective on May 1, 2016, whichstipulate that entities and individuals engaging in sale of services,intangible assets or immovables within the territory of the PRC aretaxpayers of VAT. Taxpayers providing taxable acts shall pay VAT pursuantto these Measures and shall not pay business tax. For provision oftransportation, postal, basic telecommunication, construction services,leasing of immovables, sale of immovables and transfer of land use right,the tax rate shall be 11%. Sale of immovables shall mean the businessactivities of transferring the ownership of immovables. According to theattachment of the Measures, immovables shall mean properties whichcannot be moved or properties which will have a change in nature or shapeif moved, including buildings, structures, etc. For transfer of limitedproperty rights or permanent use rights of buildings, transfer of theownership of work-in-progress buildings or structures, as well as transfer ofland use rights of the land occupied by a building or structure along withthe transfer of the building or structure, VAT shall be paid as per sale ofimmovables.

On September 3, 2016, the National People’s Congress Standing Committee(NPCSC) adopted a decision on amending the law of foreign investedcompanies which became effective from October 1, 2016. Upon theeffectiveness of the decision, the establishment of the foreign investedenterprise and its subsequent changes will be required to be filed with therelevant authorities instead of obtaining approvals from relevant commerceauthorities, except for the foreign invested enterprises which are subject tothe special administrative measures regarding foreign investment entry.

2017. . . . . . . . . . . . . . . On June 28, 2017, MOFCOM and NDRC jointly promulgated the Catalogof Guidance on Industries for Foreign Investment (Revised in 2017)（《外商投資產業指導目錄（2017年修訂）》）, which became effective on July 28, 2017.

On March 15, 2017, the National People’s Congress of the PRCpromulgated the General Rules of the Civil Law of the PRC which becameeffective from October 1, 2017 and which set forth the basic principles andgeneral rules for regulating civil activities in the PRC.

Additional information on housing reforms and recent regulatory developments is set out in thesection entitled “Regulation”.

– 112 –

The housing reforms, together with the economic growth of China, an increase in disposableincome, the emergence of the mortgage lending market and an increase in the urbanization rate, are keyfactors in sustaining the growth of China’s property market. Government housing reforms continue toencourage private ownership and it is expected that an increasing proportion of urban residents willown their private properties in the near future.

The table below sets out selected figures showing China’s urbanization rate and the increase indisposable income levels of the urban population in China for the periods indicated.

As of December 31,

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Urban population (in millions) . . . . . . 669.8 691.0 712.0 731.0 749.0 771.0 793.0 813.0 831.0 848.4Total population (in millions) . . . . . . . 1,340.9 1,347.0 1,354.0 1,361.0 1,368.0 1,375.0 1,383.0 1,390.0 1,395.0 1,400.1Urbanization rate (%) . . . . . . . . . . . 49.9 51.3 52.6 53.7 54.8 56.1 57.4 58.5 59.6 60.6Per capita disposable income of urban

households (RMB) . . . . . . . . . . . 19,109.4 21,810.0 24,565.0 26,467.0 28,844.0 31,195.0 33,616.0 36,396.0 39,251.0 42,359.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Property Price and Supply

Prices for property in China have increased since 2006, with the average price of residentialproperties in China increasing from approximately RMB3,119.3 per sq.m. in 2006 to approximatelyRMB9,287.1 per sq.m. in 2019, while the average price for commercial properties in the same periodincreased from approximately RMB5,246.6 per sq.m. in 2006 to approximately RMB10,951.5 per sq.m.in 2019.

In addition, investment in property development in China increased from approximatelyRMB1,942.3 billion in 2006 to approximately RMB13,219.4 billion in 2019.

The following table sets forth selected data relating to the PRC property market for the periodsindicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Investment in property(RMB in billions) . . . . . . . 1,942.3 2,528.9 3,120.3 3,624.2 4,825.9 6,179.7 7,180.4 8,601.3 9,503.6 9,597.9 10,258.1 10,979.9 12,016.4 13,219.4

Total GFA sold (sq.m. in millions) . . 618.6 773.5 659.7 947.6 1,047.6 1,093.7 1,113.0 1,305.5 1,206.5 1,284.9 1,573.5 1,694.1 1,714.6 1,715.6GFA of residential properties sold

(sq.m. in millions) . . . . . . . 554.2 701.4 592.8 861.8 933.8 965.3 984.7 1,157.2 1,051.9 1,124.1 1,375.4 1,447.9 1,479.3 1,501.4GFA of commercial properties sold

(sq.m. in millions) . . . . . . . 43.4 46.4 42.1 53.3 69.9 78.7 77.6 84.7 90.8 92.5 108.1 128.4 119.3 101.7ASP of residential properties

(RMB per sq.m.) . . . . . . . 3,119.3 3,645.2 3,576.0 4,459.0 4,725.0 4,993.2 5,429.9 5,850.0 5,933.0 6,473.0 7,203.0 7,614.0 8,544.1 9,287.1ASP of commercial properties

(RMB per sq.m.) . . . . . . . 5,246.6 5,773.8 5,886.0 6,871.0 7,747.0 8,488.2 9,020.9 9,777.0 9,817.0 9,566.0 9,786.0 10,323.0 11,150.5 10,951.5ASP of commodity properties

(RMB per sq.m.) . . . . . . . 3,366.79 3,863.9 3,800.0 4,681.0 5,032.0 5,357.1 5,791.0 6,237.0 6,324.0 6,793.0 7,476.0 7,892.0 8,736.9 9,310.3

Source: National Bureau of Statistics, Municipal Bureau of Statistics

– 113 –

Housing Mortgage

According to CEIC Data Company Limited, a database vendor based in Hong Kong, the aggregatebalance of outstanding mortgage loans for residential properties in the PRC grew from approximatelyRMB2.25 trillion in 2006 to approximately RMB30.07 trillion in 2019.

Real Estate Sales Revenue

The upward trend in the China property industry is evidenced by the growth of revenue from thesale of properties in China. According to CEIC Data Company Limited, the total revenue from propertydevelopment in the PRC increased from approximately RMB2,082.6 billion in 2006 to approximatelyRMB14,997.3 billion in 2018. Total GFA sold increased from approximately 618.6 million sq.m. in2006 to approximately 1,715.6 million sq.m. in 2019.

The Real Estate Market in Guangdong Province

Guangdong province is located in the southern part of China and comprises approximately179,757 square kilometers in area. According to CEIC Data Company Limited, as at December 31,2018, Guangdong province had a population of approximately 115.2 million. Guangdong province hasexperienced substantial economic growth in the past decade. The real GDP growth rate of Guangdongprovince exceeded the average national growth rate and the per capita GDP of Guangdong province wassignificantly higher than the national average. The table below sets out selected economic statistics ofGuangdong province for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP (RMB billion) . . . . 2,658.8 3,177.7 3,679.7 3,948.3 4,601.3 5,321.0 5,706.8 6,247.5 6,781.0 7,281.3 8,085.5 8,970.5 9,994.5 10,767.1PRC GDP (RMB in billions) . . . . 21,943.9 27,009.2 31,924.5 34,851.8 41,211.9 48,794.0 53,858.0 59,296.3 64,356.3 68,885.8 74,639.5 83,203.5 91,928.1 99,086.5As % of PRC GDP (%) . . . . . . 12.1 11.8 11.5 11.3 11.2 10.9 10.6 10.5 10.5 10.6 10.8 10.8 10.9 10.9GDP growth rate (%) . . . . . . . 14.9 15.0 10.5 9.9 12.5 10.2 8.3 8.5 7.8 8.0 7.5 7.5 6.8 6.2Per capita GDP (RMB) . . . . . . 28,077.0 33,271.6 37,637.9 39,435.9 44,735.6 50,807.0 54,095.0 58,833.0 63,469.0 67,503.0 74,106.0 80,932.0 88,781.0 94,172.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

According to CEIC Data Company Limited, a total GFA of approximately 95.6 million sq.m. ofproperties was completed in the Guangdong province in 2019. A total GFA of approximately 138.5million sq.m. of properties was sold in Guangdong province in the 2019. The table below sets out thetotal GFA completed, total GFA sold and sales revenue of properties in Guangdong province for theperiods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Residential propertiesGFA completed

(sq.m. in millions) . . . . . . . 43.1 42.6 43.6 50.6 56.6 61.4 63.6 62.7 73.3 60.4 65.9 82.0 76.2 95.6GFA sold (sq.m. in millions) . . . . 51.8 61.7 48.5 70.6 73.2 74.3 79.0 98.4 93.2 116.8 146.1 159.6 143.4 138.5% of total GFA sold in PRC . . . . 8.4 8.0 7.4 7.5 7.0 6.8 7.1 7.5 7.7 9.1 9.3 9.4 8.4 9.2Sales revenue (RMB in billions) . . 251.3 365.2 288.8 459.9 548.1 585.3 640.8 894.1 846.2 1,144.3 1,621.5 1,879.3 1,874.2 1,675.8

Source: National Bureau of Statistics, Municipal Bureau of Statistics

– 114 –

The Property Market in Guangzhou

Guangzhou is the largest city in southern China and the capital of Guangdong province. Accordingto CEIC Data Company Limited, as at December 31, 2018, Guangzhou had a population ofapproximately 15.3 million. The city experienced a high GDP growth rate for the fourteen years from2006 to 2019. In 2019, Guangzhou’s nominal GDP reached approximately RMB2,362.9 billion,representing a per capita GDP of approximately RMB156,427.0.

The table below sets out selected economic statistics of Guangzhou for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP (RMB billion) . . . . 612.4 720.3 836.6 924.1 1,085.9 1,256.2 1,369.8 1,566.3 1,689.7 1,831.4 1,978.2 2,150.3 2,285.9 2,362.9Index . . . . . . . . . . . . . 115.0 115.5 112.6 111.9 113.2 111.4 110.4 111.7 108.6 108.4 108.2 107.0 106.2 103.4GDP growth rate (%) . . . . . . . 15.0 15.5 12.6 11.9 13.2 11.4 10.4 11.7 8.6 8.4 8.2 7.0 6.2 6.8Per capita GDP (RMB) . . . . . . 62,930.0 70,284.0 77,165.0 80,272.0 88,361.0 98,677.0 107,055.0 121,584.0 129,938.0 137,793.0 143,638.0 150,677.8 155,491.0 156,427.0Per capita disposalbe income urban

(RMB) . . . . . . . . . . . . 19,850.4 22,469.2 25,316.0 27,609.6 30,658.5 34,438.1 38,053.5 42,049.1 42,954.6 46,734.6 50,940.7 55,400.0 59,982.1 65,052.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Guangzhou is also one of the largest commercial centers in southern China. It serves as atransportation hub for southern China. A new international airport, the Guangzhou Baiyun InternationalAirport, was officially opened in August 2004.

Commodity Property Market in Guangzhou

According to Guangzhou Bureau of Statistics, a total GFA of approximately 29.0 million sq.m. ofbuildings were completed in Guangzhou in 2019. A total GFA of approximately 15.5 million sq.m. ofbuildings were sold in Guangzhou in 2018.

The Property Market in Zhongshan

Zhongshan is located in the southern region of Guangdong province. It is located close to HongKong and Macao, with direct ferries operating with Hong Kong. Zhongshan was the hometown of Dr.Sun Yat-Sen, widely regarded as the founding father of modern China. According to Zhongshan Bureauof Statistics, as at December 31, 2019, Zhongshan had a population of approximately 3.4 million. Thecity has experienced a high GDP growth rate for the fourteen years from 2006 to 2019. In 2019,Zhongshan’s nominal GDP reached approximately RMB310.1 billion. The table below sets out selectedeconomic statistics of Zhongshan for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP(RMB in billions) . . . . . . . 106.4 128.4 147.4 158.8 187.8 222.7 248.3 269.3 286.5 305.3 324.9 343.0 305.4 310.1

Index . . . . . . . . . . . . . 117.3 116.8 111.1 110.4 114.2 113.4 111.3 110.0 107.9 108.3 107.6 106.6 105.9 101.6GDP growth rate (%) . . . . . . . 17.3 16.8 11.1 10.4 14.2 13.4 11.3 10.0 7.9 8.3 7.6 6.6 5.9 1.2Per capita GDP (RMB) . . . . . . 42,716.0 49,046.0 53,533.0 54,887.0 61,691.0 71,079.0 78,846.0 85,101.0 90,007.0 95,365.0 100,897.0 105,710.7 110,585.0 92,709.0Per capita disposable income: urban

(RMB) . . . . . . . . . . . . 18,897.0 20,317.0 21,560.0 23,088.0 25,356.6 27,699.7 31,129.8 34,273.9 34,304.0 37,254.0 41,613.0 45,295.3 48,804.0 52,502.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Zhongshan

According to the Zhongshan Bureau of Statistics, a total GFA of approximately 8.2 million sq.m.of commodity properties was completed in Zhongshan in 2018. A total GFA of approximately 7.4million sq.m. of commodity properties was sold in Zhongshan in 2018.

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The Property Market in Qingyuan

Qingyuan is located in the central region of Guangdong province. According to CEIC DataCompany Limited, as at December 31, 2019, Qingyuan had a population of approximately 3.9 million.The city experienced a high GDP growth rate for the fourteen years from 2006 to 2019. In 2019,Qingyuan’s nominal GDP reached approximately RMB169.8 billion.

The table below sets out selected economic statistics of Qingyuan for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP(RMB in billions) . . . . . . . 43.1 55.8 65.4 71.8 87.5 101.4 104.0 111.2 120.5 128.6 139.7 146.9 156.5 169.8

Index . . . . . . . . . . . . . 129.4 124.9 109.9 112.8 113.0 108.5 105.2 108.2 107.8 108.1 107.8 104.2 104.0 108.5GDP growth rate (%) . . . . . . . 29.4 24.9 9.9 12.8 13.0 8.5 5.2 8.2 7.8 8.1 7.8 4.2 4.0 6.3Per capita GDP (RMB) . . . . . . 11,947.0 15,328.0 17,853.0 19,569.0 23,724.0 27,256.0 27,729.0 29,420.0 31,671.0 33,595.0 36,385.0 38,135.0 40,476.0 43,770.0Per capita disposable income: urban

(RMB) . . . . . . . . . . . . 10,499.0 11,827.0 13,006.0 14,315.0 15,768.2 17,667.5 19,513.8 21,367.6 21,093.0 22,907.4 25,267.0 27,610.0 29,377.0 31,597.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Qingyuan

According to the Qingyuan Bureau of Statistics, a total GFA of approximately 7.2 million sq.m. ofcommodity properties was sold in Qingyuan in 2019.

The Property Market in Jiangmen

Jiangmen is located in the southern region of Guangdong province, on the west side of the PearlRiver Delta. According to CEIC Data Company Limited, as at December 31, 2019, Jiangmen had apopulation of approximately 4.6 million. Jiangmen’s nominal GDP reached approximately RMB314.7billion in 2019, representing a per capita GDP of approximately RMB68,194.0. The table below sets outselected economic statistics of Jiangmen for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP(RMB in billions) . . . . . . . 94.4 109.9 127.2 134.2 158.2 184.6 189.9 202.0 210.5 226.4 244.4 269.0 290.0 314.7

Index . . . . . . . . . . . . . 115.2 115.0 110.8 109.7 114.5 113.2 108.1 109.7 107.9 108.4 107.4 108.1 107.8 108.5GDP growth rate (%) . . . . . . . 15.2 15.0 10.8 9.7 14.5 13.2 8.1 9.7 7.9 8.4 7.4 8.1 7.8 4.3Per capita GDP (RMB) . . . . . . 22,858.0 26,262.0 29,944.0 31,021.0 35,873.0 41,412.0 42,447.0 44,990.0 46,727.0 50,143.0 53,932.0 59,089.0 63,328.0 68,194.0Per capita disposable income: urban

(RMB) . . . . . . . . . . . . 13,869 15,149 17,196 19,004 21,152.5 23,923.6 27,016.6 29,772.3 24,976.0 27,117.0 29,557.0 32,478.0 35,466.0 38,595.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Jiangmen

According to the Jiangmen Bureau of Housing and Construction, a total GFA of approximately 5.4million sq.m. of commodity properties was completed in Jiangmen in 2019. A total GFA ofapproximately 6.7 million sq.m. of commodity properties was sold in Jiangmen in 2019.

The Property Market in Chongqing

Chongqing is located in the central western part of China. According to CEIC Data CompanyLimited, as at December 31, 2019, Chongqing had a population of approximately 31.2 million. The cityexperienced a high GDP growth rate for the fourteen years from 2006 to 2019. In 2019, Chongqing’snominal GDP reached approximately RMB2,360.6 billion. The table below sets out selected economicstatistics of Chongqing for the periods indicated.

– 116 –

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP(RMB in billions) . . . . . . . 390.7 467.6 579.4 653.0 792.6 1,001.1 1,141.0 1,278.3 1,426.3 1,571.7 1,774.1 1,942.5 2,036.3 2,360.6

Index . . . . . . . . . . . . . 112.4 115.9 114.5 114.9 117.1 116.4 113.6 112.3 110.9 111.0 110.7 109.3 106.0 115.9GDP growth rate (%) . . . . . . . 12.4 15.9 14.5 14.9 17.1 16.4 13.6 12.3 10.9 11.0 10.7 9.3 6.0 6.3Per capita GDP (RMB) . . . . . . 13,939.0 16,629.0 20,490.0 22,920.0 27,596.0 34,500.0 38,914.0 43,223.0 47,850.0 52,321.0 58,502.0 63,442.0 65,933.0 75,828.0Per capita disposable income: urban

(RMB) . . . . . . . . . . . . 11,569.7 12,590.8 14,367.6 15,748.7 17,532.4 20,249.7 22,968.1 23,058.2 25,147.2 27,238.8 29,610.0 32,193.2 34,889.3 37,939.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Chongqing

According to CEIC Data Company Limited, a total GFA of approximately 50.7 million sq.m. ofcommodity properties was completed in Chongqing in 2019. A total GFA of approximately 61.0 millionsq.m. of commodity properties was sold in Chongqing in 2019.

The Property Market in Shenyang, Liaoning Province

Shenyang is the capital of Liaoning province, located in the central region of the province.According to CEIC Data Company Limited, as at December 31, 2019, Shenyang had a population ofapproximately 8.3 million. The city experienced a high GDP growth rate for the fourteen years from2006 to 2019. In 2019, Shenyang’s nominal GDP reached approximately RMB647.0 billion,representing a per capita GDP of approximately RMB77,777.0. The table below sets out selectedeconomic statistics of Shenyang for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP(RMB in billions) . . . . . . . 252.0 322.1 386.0 426.9 501.8 591.6 660.3 715.9 709.9 727.2 554.6 578.5 629.2 647.0

Index . . . . . . . . . . . . . 116.7 120.5 116.3 114.1 114.1 112.3 110.0 108.8 106.0 103.4 94.4 103.5 105.4 102.8GDP growth rate (%) . . . . . . . 16.7 20.5 16.3 14.1 14.1 12.3 10.0 8.8 6.0 3.3 (5.6) 3.5 5.4 4.2Per capita GDP (RMB) . . . . . . 33,798.0 41,767.0 49,166.0 54,654.0 62,357.0 72,648.0 80,480.1 86,850.0 85,816.0 87,734.0 66,893.0 69,754.0 75,766.0 77,777.0Per capita disposable income: urban

(RMB) . . . . . . . . . . . . 11,651.4 14,606.5 17,013.1 18,474.6 20,541.2 23,326.2 26,430.8 29,073.9 34,245.8 36,642.9 38,995.3 41,359.0 44,054.0 46,786.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Shenyang

According to CEIC Data Company Limited, a total GFA of approximately 6.7 million sq.m. ofcommodity properties were completed in Shenyang in 2019. A total GFA of approximately 14.5 millionsq.m. of commodity properties was sold in Shenyang in 2019.

The Property Market in Ganzhou, Jiangxi Province

Ganzhou is a city located in the southern region of the Jiangxi province. According to GanzhouBureau of Statistics, as at December 31, 2019, Ganzhou had a population of approximately 9.8 million.The city experienced a high GDP growth rate for the fourteen years from 2006 to 2019. In 2019,Ganzhou’s nominal GDP reached approximately RMB347.4 billion.

– 117 –

The table below sets out selected economic statistics of Ganzhou for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP(RMB in billions) . . . . . . . 58.3 70.2 83.5 94.1 112.0 133.6 150.8 167.3 184.4 197.4 220.7 252.4 280.7 347.4

Index . . . . . . . . . . . . . 112.8 113.5 113.2 113.3 113.8 112.5 111.9 110.5 110.0 109.6 109.5 109.5 109.3 123.8GDP growth rate (%) . . . . . . . 12.8 13.5 13.2 13.3 13.8 12.5 11.9 10.5 10.0 9.6 9.5 9.5 9.3 8.5Per capita GDP (RMB) . . . . . . 7,098.0 8,487.0 11,201.0 13,322.0 13,322.0 15,895.0 17,873.0 19,768.0 21,708.0 23,148.0 25,761.0 29,308.0 32,429.0 39,968.0Per capita disposable income: urban

(RMB) . . . . . . . . . . . . 9,147.0 10,540.0 11,834.0 12,901.0 14,203.0 16,057.7 18,704.3 20,793.3 22,935.0 25,001.0 27,086.0 29,567.0 32,163.0 34,826.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Ganzhou

According to Ganzhou Bureau of Statistics, a total GFA of approximately 3.1 million sq.m. ofcommodity properties were completed in Ganzhou in 2019. A total GFA of approximately 11.0 millionsq.m. of commodity properties were sold in Ganzhou in 2019.

The Property Market in Yulin, Guangxi Province

Yulin is a city located in the south-eastern region of the Guangxi province. According YulinBureau of Statistics, as at December 31, 2019, Yulin had a population of approximately 5.9 million. Thecity experienced a high GDP growth rate for the fourteen years from 2006 to 2019. In 2019, Yulin’snominal GDP reached approximately RMB168.0 billion. The GDP growth rate in 2019 wasapproximately 7.2%.

The table below sets out selected economic statistics of Yulin for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP(RMB in billions) . . . . . . . 41.1 50.1 60.3 68.3 84.0 102.0 110.2 119.8 134.2 144.6 155.4 170.00 150.4 168.0

Index . . . . . . . . . . . . . 113.5 115.2 112.9 114.8 115.7 111.0 110.9 110.0 108.4 108.9 108.0 107.60 107.2 111.7GDP growth rate (%) . . . . . . . 13.5 15.2 12.9 14.8 15.7 11.0 10.9 10.0 8.4 8.9 8.0 7.60 7.2 7.2Per capita GDP (RMB) . . . . . . 6,908.0 9,083.0 9,267.0 12,032.0 15,011.0 18,501.0 19,822.3 21,394.0 23,784.0 25,444.0 27,111.0 29,378.0 N/A 28,647.0Per capita disposable income: urban

(RMB) . . . . . . . . . . . . 10,175.0 12,202.0 14,156.0 15,827.0 17,642.2 19,590.5 22,171.0 24,365.7 26,681.0 28,842.0 30,083.0 32,159.0 33,960.0 36,133.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Yulin

According to Yulin Bureau of Statistics, a total GFA of approximately 6.6 million sq.m. ofcommodity properties were sold in 2019. In 2019, the total GFA of commodity properties soldincreased by 8.7%.

– 118 –

The Property Market in Suzhou, Jiangsu Province

Suzhou is located in the central region of Jiangsu province. According to CEIC Data CompanyLimited, as at December 31, 2019, Suzhou had a population of approximately 10.7 million. The cityexperienced a high GDP growth rate for the fourteen years from 2006 to 2019. In 2019, Suzhou’snominal GDP reached approximately RMB1,923.6 billion. The table below sets out selected economicstatistics of Suzhou for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP(RMB in billions) . . . . . . . 490.1 585.0 707.8 774.0 922.9 1,071.7 1,220.8 1,319.1 1,399.4 1,476.1 1,575.0 1,732.0 1,859.7 1,923.6

Index . . . . . . . . . . . . . 115.8 116.1 113.2 111.5 113.3 112.0 110.1 109.6 108.3 107.5 107.5 107.1 106.8 103.4GDP growth rate (%) . . . . . . . 15.8 16.1 13.2 11.5 13.3 12.0 10.1 9.6 8.3 7.5 7.5 7.1 6.8 5.6Per capita GDP (RMB) . . . . . . 62,525.5 69,151.1 78,874.6 83,695.9 93,042.7 102,128.8 115,891.0 124,872.0 132,131.0 139,127.0 148,146.0 162,388.0 170,342.2 179,200.0Per capita disposable income: urban

(RMB) . . . . . . . . . . . . 18,532.0 21,260.0 24,680.0 27,188.0 30,366.0 34,617.0 39,079.0 42,980.8 46,677.1 50,390.2 54,341.0 58,806.0 63,481.0 68,629.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Suzhou

According to CEIC Data Company Limited, a total GFA of approximately 12.8 million sq.m. ofbuildings were completed in Suzhou in 2019. A total GFA of approximately 21.8 million sq.m. ofbuildings were sold in Suzhou in 2019.

The Property Market in Zhuzhou, Hunan Province

Zhuzhou is located in the northern region of Hunan province and is one of the most importantrailroad hubs in Southern China. According to CEIC Data Company Limited, as at December 31, 2019,Zhuzhou had a population of approximately 4.0 million. The city experienced a high GDP growth ratefrom 2006 to 2019. In 2019, Zhuzhou’s nominal GDP reached approximately RMB300.3 billion. Thetable below sets out selected economic statistics of Zhuzhou for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP (RMB in billions) . . 60.5 75.1 91.0 102.5 127.5 156.4 176.1 194.9 216.1 233.5 248.8 253.0 263.2 300.3Index . . . . . . . . . . . . . 112.3 115.3 113.4 114.5 115.4 114.1 111.8 110.5 110.5 109.5 107.9 108.0 107.8 114.1GDP growth rate (%) . . . . . . . 12.3 15.3 13.4 14.5 15.4 14.1 11.8 10.5 10.5 9.5 7.9 8.0 7.8 7.9Per capita GDP (RMB) . . . . . . 16,526.0 20,387.0 24,563.0 27,536.0 33,604.0 40,431.0 45,235.0 49,723.0 54,741.0 58,661.0 62,081.0 62,953.0 N/A 74,600.0Per capita disposable income (RMB) . 12,455.0 14,503.0 15,911.0 17,433.0 19,643.0 22,633.0 25,915.8 28,698.3 31,338.5 33,976.5 36,828.0 39,786.6 42,867.0 46,553.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Zhuzhou

According to CEIC Data Company Limited, a total GFA of approximately 6.8 million sq.m. ofcommodity properties was sold in Zhuzhou in 2019.

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The Property Market in Chengdu, Sichuan Province

Chengdu is located in the central region of Sichuan Province and is one of the most populouscities in Western China. According to CEIC Data Company Limited, as at December 31, 2019, Chengduhad a population of approximately 16.5 million. The city experienced a high GDP growth rate from2006 to 2019. In 2019, Chengdu’s nominal GDP reached approximately RMB1,701.3 billion. The tablebelow sets out selected economic statistics of Chengdu for the periods indicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP (RMB in billions) . . 275.0 332.4 390.1 450.3 555.1 685.5 813.9 910.9 1,005.7 1,080.1 1,217.0 1,388.9 1,534.3 1,701.3Index . . . . . . . . . . . . . 113.8 115.3 112.1 114.7 115.0 115.2 113.1 110.2 108.9 107.9 107.7 108.1 108.0 110.9GDP growth rate (%) . . . . . . . 13.8 15.3 12.1 14.7 15.0 15.2 13.1 10.2 8.9 7.9 7.7 8.1 8.0 7.8Per capita GDP (RMB) . . . . . . 24,927.0 26,849.0 31,203.0 35,215.0 41,253.0 49,438.0 57,624.0 63,977.0 70,019.0 74,273.0 76,960.0 86,911.0 94,782.0 103,386.0Per capita disposable income: urban

(RMB) . . . . . . . . . . . . 12,789.0 14,849.2 15,580.0 17,589.0 19,919.5 23,047.8 27,194.0 29,968.0 30,996.3 33,476.0 35,902.0 38,917.6 42,128.0

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Chengdu

According to CEIC Data Company Limited, a total GFA of approximately 35.3 million sq.m. ofcommodity properties were sold in Chengdu in 2019.

The Property Market in Xi’an, Shaanxi Province

Xi’an is located in the central region of Shaanxi Province and is one of the oldest cities in China.It is a key link in China’s One Belt One Road initiative. According to CEIC Data Company Limited, asat December 31, 2019, Xi’an had a population of approximately 10.1 million. The city experienced ahigh GDP growth rate from 2006 to 2019. In 2019, Xi’an’s nominal GDP reached approximatelyRMB932.1 billion. The table below sets out selected economic statistics of Xi’an for the periodsindicated.

As of December 31,

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Nominal GDP (RMB in billions) . . 147.4 176.4 219.0 272.4 324.2 386.4 436.6 488.4 549.3 580.1 628.3 747.2 835.0 932.1Index . . . . . . . . . . . . . 113.0 115.6 116.3 114.5 114.5 113.5 112.2 111.1 109.9 108.2 108.6 107.7 108.2 111.6GDP growth rate (%) . . . . . . . 13.0 15.6 16.3 14.5 14.5 13.5 12.2 11.1 9.9 8.2 8.6 7.7 8.2 7.0Per capita GDP (RMB) . . . . . . 19,568.2 22,463.0 27,794.0 32,420.0 38,357.0 45,561.0 51,499.0 57,464.0 63,794.0 66,938.0 71,647.0 78,368.0 85,114.0 92,256.0Per capita disposable income: urban

(RMB) . . . . . . . . . . . . 10,905.0 12,662.0 15,207.0 18,963.0 22,243.6 25,981.0 29,982.1 33,100.2 30,715.4 33,188.0 35,630.0 38,536.0 38,729. 41,850.00

Source: National Bureau of Statistics, Municipal Bureau of Statistics

Commodity Property Market in Xi’an

According to CEIC Data Company Limited, a total GFA of approximately 10.6 million sq.m. ofbuildings were compelted in Xi’an in 2019. A total GFA of approximately 26.4 million sq.m. ofcommodity properties were sold in Xi’an in 2019.

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CORPORATE STRUCTURE

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The Golden Jade Trust

(BVI Co)Public

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gmen

Jia

ngao

Rea

l Est

ate

Dev

elop

men

t(P

RC

Co)

Pro

pert

y D

evel

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ent

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angm

en A

oyua

n

Gua

ngzh

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anne

s In

vest

men

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C C

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Che

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stat

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(PR

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men

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Zho

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roup

Com

pany

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Rea

l Est

ate

Dev

elop

men

t

Gua

ngzh

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anyu

Jin

Ye

Rea

l Est

ate

Dev

elop

men

t(P

RC

Co)

Pro

pert

y D

evel

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ent

– P

anyu

Aoy

uan

Gua

ngzh

ou O

lym

pic

Rea

l Est

ate

Dev

elop

men

t(P

RC

Co)

Pro

pert

y D

evel

opm

ent –

Tia

nluh

u A

oyua

n

Gua

ngzh

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a G

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o R

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stat

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evel

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(PR

C C

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rope

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Dev

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men

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Hot

el

Gua

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oyua

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ross

-bor

der

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Ltd

.(P

RC

Co)

Inv

estm

ent H

oldi

ng &

Pro

ject

Man

agem

ent

Gua

ngzh

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anyu

Jin

Ye

Yua

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stat

e D

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(PR

C C

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Dev

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zhou

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Fog

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Ton

g L

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t(P

RC

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Pro

pert

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evel

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ent –

Fog

ang

Aoy

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Zhu

hai L

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Com

pany

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Pro

pert

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Inve

stm

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RC

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Inv

estm

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Gua

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anyu

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stat

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(PR

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ngzh

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Pro

pert

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RC

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Inv

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pany

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Inv

estm

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Qin

gyua

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ity

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Pro

pert

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RC

Co)

Pro

pert

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evel

opm

ent

– Q

ingy

uan

Aoy

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10% 10%

16.68%

Gua

ngho

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ai J

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Che

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pert

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Yul

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Yul

in A

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HK

Co)

Inve

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ity

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Inve

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Inve

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y (H

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vest

men

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ding

Cho

ngqi

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ashi

on (

PR

C C

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ent

Gua

ngzh

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Com

pany

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50%

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Cho

ngqi

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Ser

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Inve

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l (B

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Inve

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(B

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Inve

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Act

Now

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Inve

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Add

Mov

e (B

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Inve

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Vag

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In

vest

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War

kavi

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(BV

I C

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vest

men

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Win

Her

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In

vest

men

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Yol

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(B

VI

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stm

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PG

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K C

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ding

Aoy

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Gra

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lace

(H

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men

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Add

Rig

ht (

BV

I C

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men

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Add

Lio

n (B

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Inve

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Add

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n (B

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Inve

stm

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Inve

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Aut

o S

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t (B

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Inve

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Add

Pow

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BV

I C

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vest

men

t Hol

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Add Hero (BVI company)

Yan

gjia

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ity

Run

Xin

Pro

pert

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Com

pany

Lim

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Gua

ngzh

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oyua

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ntai

Pro

pert

y C

ompa

ny L

imit

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Jian

gmen

Pen

jian

g B

aish

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ao P

rope

rty

Dev

elop

men

t Com

pany

Lim

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80%

70.52%

51%

She

nyan

g A

oyua

n D

ong

Man

Che

ng P

rope

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s (P

RC

Co)

Pro

pert

y D

evel

opm

ent

She

nyan

g N

an A

o H

ai J

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Che

ng P

rope

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s (P

RC

Co)

Pro

pert

y D

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opm

ent

She

nyan

g Ji

n Y

e C

huan

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ng P

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s (P

RC

Co)

Pro

pert

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She

nyan

g D

u S

hi H

ua T

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Pro

pert

ies

(PR

C C

o)P

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Dev

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men

t

Fos

han

Cit

y N

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Aoy

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Est

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Dev

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pany

Lim

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Aoy

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Jun

Hu

Tia

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100% 100% 100% 100%

Gua

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Est

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Dev

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100% 100% 100%

100% 100% 100%

90%

100%

90%60%

10%

Chi

na P

lane

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Inte

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Cen

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Inve

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Am

ple

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BV

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Aut

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(BV

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Cho

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n (P

RC

Co)

Dec

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ion

Gua

ngdo

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and

Man

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Joy Pacific Group Limited

Ace Rise Profits

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She

nyan

gA

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Man

Che

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RC

Co)

Dec

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(For

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; Ind

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Gua

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100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 　 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

20%10% 51%

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100% 100% 100%100% 100%

55%

58%70%10%90%

50%

100% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

90%49% 100% 80% 100% 100% 100% %001%001 100% 100%100%

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100% 100% 100%

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Inv

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Spe

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Lan

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Dev

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All

ywin

(B

VI

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Inv

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Abl

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harp

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Inv

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VI

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Inv

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All

Fav

our

(BV

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Lim

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Inve

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Zhe

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– 123 –

BUSINESS

Overview

We are one of the leading property developers in China and have been developing residentialprojects for over two decades. Our strategy is to develop composite real estate, incorporating livingconcept themes of sports, health culture, tourism and senior care into our projects. Our primarybusiness focus has been the development and sale of residential properties and, in recent years, we havebeen focusing on the strategy of developing commercial and residential properties in parallel. Ourprojects typically comprise various types of developments, including low density residentials, apartmentbuildings, high-rise residentials, retail shops, restaurants and auxiliary facilities. Our target market isthe relatively affluent middle to upper-middle class and aspirational younger generation who pursue ahealthy and wholesome lifestyle. We focus on developing projects located in Guangdong-HongKong-Macao Greater Bay Area and its city clusters, and in South China, East China, core regions ofCentral and Western China as well as the Bohai Rim.

As at June 30, 2020, we had a total of 317 projects at various stages of development, 112 ofwhich were located in Guangdong province and 197 of which were located outside Guangdong provincein Chongqing, Hunan province, Jiangxi province, Liaoning province, Guangxi province, Jiangsuprovince, Zhejiang province, Anhui province, Sichuan province, Hubei province, Beijing, Fujianprovince, Shandong province, Guizhou province, Shaanxi province, Yunnan province, Henan province,Tianjin, Hebei province, Hainan province, Hong Kong, Macao and overseas, including eight in Sydney,Australia and five in Vancouver and Toronto, Canada. As at June 30, 2020, our land bank had a totalplanned GFA of approximately 48.74 million sq.m., of which approximately 40% was located in SouthChina, 27% was located in the core regions of Central and Western China, 18% was located in EastChina, 11% was located in the Bohai Rim, and the remaining 4% was located offshore. As at June 30,2020, our land bank comprised approximately 5.13 million sq.m. of completed properties,approximately 24.40 million sq.m. of property under development and approximately 19.21 millionsq.m. of properties held for future development.

We generally acquire land parcels of sufficient size to enable us to build large-scale propertydevelopments and, as a result, our projects are typically developed in a number of phases. We believethis enables us to manage our capital resources more efficiently and allows us to maximize the averageselling price for properties as our projects mature.

We believe our brand name “Aoyuan” is a well-known brand in Guangdong province, which wehave begun to market in other regions in China. Our success in the past two decades has helped us todevelop our strong brand name in China, which we believe is now synonymous with our high-qualityresidential developments. Our brand name had its origin from the name “奧林匹克花園” (“OlympicGarden”). We believe our brand name encapsulates our management’s vision of creating high-qualityresidential developments, and our ability to provide a better and healthier lifestyle for our customersthrough thoughtful project planning, design and development. We aim to differentiate our projectdevelopments from those of our competitors by using, among other things, the natural attributes of aparticular site and the features of the surrounding areas to create a unique and healthy livingenvironment for our customers.

Our Company was listed on the Stock Exchange of Hong Kong on October 9, 2007 and theCompany’s shares are listed under the stock code 3883.

For the years ended December 31, 2017, 2018 and 2019 and for the six months ended June 30,2019 and 2020, our revenue was RMB19,115.3 million, RMB31,005.8 million, RMB50,531.2 million,RMB23,669.7 million and RMB28,243.0 million, respectively. Our profit attributable to our equityholders in 2017, 2018 and 2019 and for the six months ended June 30, 2019 and 2020 was RMB1,639.9million, RMB2,408.9 million and RMB4,200.8 million, RMB2,271.9 million and RMB2,416.1 million,respectively. In 2017, 2018 and 2019, our unaudited contracted sales amounted to approximatelyRMB45,590.0 million, RMB91,280.0 million and RMB118.06 billion, RMB53.63 billion and RMB50.87billion, respectively.

– 124 –

Recent Developments

The Recent Coronavirus Epidemic Outbreak

Since December 2019, there has been a global outbreak of a novel coronavirus named COVID-19.COVID-19 is highly infectious and has resulted in a significant number of hospitalizations and deathsin the PRC and many other countries. To contain the spread of COVID-19, the Chinese governmentinstituted a series of measures, including business closures, travel restrictions, quarantines, lockdowns,limitations on public gatherings and the suspension of major events. Other governments have takensimilar measures concurrently. The COVID-19 outbreak has led to a significant decline in travel andbusiness activities in the PRC and worldwide. The COVID-19 outbreak poses risks to our businessoperation and financial condition. Since April 2020, China and some other countries have graduallylifted stay-at-home orders and began to resume work and reopen schools at varying levels and scopes.Although we experienced delays in our construction progress and decreased sales in the initial monthsof 2020 as a result of the COVID-19 outbreak, with the full resumption of work and production at oursales offices and construction sites in late March and early April, our monthly sales have since shown asteady upward trend. For the ten months from January to October 2020, our accumulated unauditedproperty contracted sales was approximately RMB98.51 billion in total, representing an increase of 11%compared with the corresponding period in 2019. However, given the uncertainties as to thedevelopment of the outbreak at the moment, it is difficult to predict how long these conditions willpersist and to what extent to which we may be affected. See “Risk Factors — Risks Relating to OurBusiness — The national and regional economies in China and our prospects may be adversely affectedby natural disasters, acts of God, and occurrence of epidemics.” We will continue to stay vigilant andmonitor the development of COVID-19 and ascertain its impact on our business, financial position andoperating results, in order to make timely responses as appropriate.

Acquisition in relation to Kinghand Industrial Investment Group Co., Ltd.

On May 15, 2020 (after trading hours), Kinghand Holdings Group Co., Ltd.（京漢控股集團有限公司）(“Kinghand Holdings”), Mr. Tian Han（田漢）and Shenzhen Aoyuan Kexing Investment CompanyLimited（深圳奧園科星投資有限公司）(“Aoyuan Kexing”), an indirect wholly-owned subsidiary of theCompany, entered into a formal share transfer agreement, pursuant to which Aoyuan Kexing hasconditionally agreed to acquire and Kinghand Holdings has conditionally agreed to sell 229,231,817shares of Kinghand Industrial Investment Group Co., Ltd.（京漢實業投資集團股份有限公司）, a companyestablished under the laws of the PRC, the shares of which are listed on the Shenzhen Stock Exchange(stock code: 000615) (the “Kinghand Industrial Investment”), representing approximately 29.30% of theshare capital which is equivalent to approximately 29.99% of the issued shares with voting rights ofKinghand Industrial Investment, at a consideration of approximately RMB1,160 million. On July 21,2020 all the conditions precedent under the formal share transfer agreement were fulfilled and theacquisition was completed.

Issuance of the July 2020 USD Notes

On July 2, 2020, we issued 6.35% senior notes due 2024 in an aggregate principal amount ofUS$460 million.

Redemption of onshore corporate bonds

In July 2020, we fully redeemed approximately RMB2.1 billion onshore corporate bonds.

Acquisition in relation to Chengdu Tongwei Industries Co., Ltd.

On July 10, 2020 (after trading hours), Tongwei Industries (Tibet) Co., Ltd.（通威實業（西藏）有限公司）(“Tongwei Industries”), our wholly-owned subsidiary, Chengdu Yihua Property Co., Ltd.（成都宜華置業有限公司）(“Chengdu Yihua”), and each of Tongwei Group Co., Ltd.（通威集團有限公司）andGuangdong Aoyuan Commercial Real Estate Group Co., Ltd.（廣東奧園商業地產集團有限公司）enteredinto an equity transfer agreement, pursuant to which the Chengdu Yihua has agreed to acquire and theTongwei Industries has agreed to sell 98% equity interests in Chengdu Tongwei Industries Co., Ltd.（成都通威實業有限公司）(the “Chengdu Tongwei Industries”) and partial debt of Chengdu Tongwei

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Industries at a consideration of RMB1,936,265,300. Upon completion of the acquisition, ChengduTongwei Industries will become our indirect wholly-owned subsidiary and its financial results will beconsolidated into our consolidated financial statements.

Issuance of the August 2020 Domestic Bonds

In August 2020, we issued 5.65% domestic bonds due 2025 in an aggregate principal amount ofRMB1.18 billion.

Additional Loan Facilities

On August 6, 2020, we entered into a term loan facility with The Bank of East Asia, Limited,pursuant to which a term loan facility of up to HK$420 million is granted to us for the financing orrefinancing of the interest payments of our offshore indebtedness. See “Description of Other MaterialIndebtedness” for further details.

Issuance of the September 2020 USD Notes

On September 24, 2020, we issued 6.20% senior notes due 2026 in an aggregate principal amountof US$350 million.

Our Competitive Strengths

Low-cost land reserves at strategic locations

We have a track record of being able to acquire land reserves at relatively low costs. For theyears ended December 31, 2017, 2018 and 2019 and for the six months ended June 30, 2019 and 2020,our total land costs transferred to costs of sales accounted for 30.6%, 33.2%, 36.9%, 32.0% and 36.4%,respectively, of our revenue from property development.

Our residential developments are strategically located in urban first-tier, second-tier and third-tiercities in China with high growth and strong, inelastic housing demand for apartments. Our residentialdevelopments have convenient access to local transportation networks, are in close proximity to centralbusiness districts and commercial centers and/or have pleasant living environments such as parks, lakesand golf courses. We develop apartment residences to cater to inelastic housing demand frommedium-income class individuals and households. We also develop low density residentials to cater todemand from medium- and high-end customers for high-end properties. We generally assess thedevelopment potential of a particular site and, where possible, take advantage of the features of the siteand its surrounding area. For development projects in high-growth suburban areas, we typically select adevelopment site in anticipation of future investment by local governments in transportation networksand other surrounding public infrastructure which, once established, generally enhance the value of thesite and increase its desirability to potential purchasers.

Large-scale, multi-phase projects

We generally acquire land parcels of sufficient size to enable us to build large-scale propertydevelopments with comprehensive facilities. The land parcels we acquire are typically greater than300,000 sq.m. of GFA. For example, our Shenyang Aoyuan The Metropolis project occupies a total sitearea of approximately 370,000 sq.m. and a total GFA of approximately 1,500,000 sq.m. Likewise,Zhongshan Aoyuan occupies a total site area of approximately 350,000 sq.m. and a total GFA ofapproximately 700,000 sq.m. while Guangzhou Nansha Aoyuan occupies a total site area ofapproximately 250,000 sq.m. and a total GFA of approximately 340,000 sq.m. Xinhua Town, YingdeAoyuan International Resort occupies a total site area of approximately 378,000 sq.m. and a total GFAof approximately 890,000 sq.m. The size of such land parcels allows us to build and offer our projectdevelopments to our customers on a multi-phase basis. Our phase-by-phase development allows us tomonitor the level of market acceptance, thereby enabling us to adjust our business strategy and relatedproject designs according to changing market demand. As purchasers of later phases are able to fullyenjoy the benefits of features and facilities established in earlier phases, properties in later phasesgenerally attract higher prices than those in earlier ones. Furthermore, certain fixed development costs

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can be shared across different phases of a large-scale, multi-phase project, thereby lowering the per-unitdevelopment costs. We believe our phase-by-phase development enables us to achieve higher sellingprices and enjoy cost advantages as our projects mature.

Leading position in Guangdong province and a well-recognized brand

We are headquartered in Guangzhou city and we have established a leading position inGuangdong province and a strong position in other regions in China. Our success in the two decadessince our inception has helped us to develop our brand name “奧園” (“Aoyuan”) in Guangdong provinceand other regional markets in China to generally represent high-quality residential developmentstargeted at the relatively affluent middle to upper-middle class and aspirational younger generation whopursue a healthy and wholesome lifestyle.

We believe owners who purchase our properties generally do so because of the quality lifestyleour developments offer. As a result, we believe there is relatively less investment speculation associatedwith our properties and this provides us with more stable income and makes us less susceptible toshort-term market fluctuations in property prices. Our brand name “奧園” (“Aoyuan”) had its origin in“奧林匹克花園” (“Olympic Garden”). We believe it is a name which encapsulates our management’svision of creating high-quality residential developments coupled with the Olympic theme, and ourpursuit of a better and healthier lifestyle for our residential property owners through thoughtful projectplanning, design and development. In 2012, we launched our “building a healthy lifestyle” developmentphilosophy, and have been incorporating this concept into our development projects, including theGuangzhou Nansha Aoyuan project, the Zhongshan Aoyuan project and the Shenyang Aoyuan TheMetropolis project. We believe that this health-focused development philosophy will prove increasinglypopular with home purchasers in China.

We have received several awards in recognition of the high-quality design and construction of ourproperty developments, which has helped to reinforce our strong brand name. We have received, amongothers, the following awards:

� Ranked 1,152nd on the “Forbes 2020 Global 2000”;

� Ranked 24th in “China Real Estate Developers 2020” by the China Real Estate Associationand the China Real Estate Evaluation Center of Shanghai E-House Real Estate R&DInstitute;

� Awarded “China Top 100 Real Estate Developers 2020 – Top 5 in Operational Efficiencyand Top 7 in Growth” and “Poverty Alleviation Benchmark for China Real Estate Enterprises2019-2020” by the China Real Estate Top 10 Research Team;

� Recognized as one of “Forbes Asia’s Fab 50 2018”. Among the 30 selected PRC enterprises,only three are PRC real estate companies, including Aoyuan;

� Named among “Fortune China 500” for four consecutive years with a cumulative promotionof 281 places to 204th in 2020, recognized as one of “Fortune China Top 50 Board ofDirectors 2019”;

� Ranked 27th among the “2018 China Top 100 Real Estate Developers” and awarded “ChinaTop 100 Real Estate Developers – Top 10 in Operational Efficiency” for both 2017 and 2018by the China Real Estate Top 10 Research Team;

� Garnered “2018 Corporate Gold Awards in Corporate Governance and Investor Relations” bythe Asset;

� Awarded as “Best Listed Company” in the eighth session of the Hong Kong InternationalFinance Forum and China Securities Golden Bauhinia Awards Contest hosted by Hong KongTa Kung Wen Wei Media Group Limited;

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� Awarded as “CAPITAL Outstanding Chinese Property Developer Group” by CAPITALMagazine, a well-known financial media in Hong Kong, for 7 consecutive years;

� Awarded as “2017-2018 Poverty Alleviation Benchmark for China Real Estate Enterprises”by the China Real Estate Top Research Team;

� Garnered “China Property Award of Supreme Excellence 2018” by China Property ofSupreme Excellence Commission;

� Named “Guangdong Province Enterprises of Observing Contract and Valuing Credit” byGuangzhou Administration for Industry and Commerce for 19 consecutive years;

� Awarded as “Top 20 Guangdong Property Enterprises with High Credit” by the branches ofbig four state-owned commercial banks in Guangdong Province, and People’s Daily Onlinefor 17 consecutive years;

� Awarded as “2018 China Real Estate Listed Companies – Top 50 in ComprehensiveStrength” by the China Real Estate Association and the China Real Evaluation Center ofShanghai E-House Real Estate R&D Institute;

� Honored as “Listed Company with the Best Investment Value” in the seventh session of theChina Securities Gold Bauhinia Awards Contest hosted by Hong Kong Ta Kung Wen WeiMedia Group Limited;

� Guangzhou Aoyuan Lianfeng State was awarded the 54th Gold Nugget Awards for “BestInternational Residential Project” in 2017; and

� Honored as “2017 China Commercial Real Estate Developers – Top 10 in Brand Value” byChina Real Estate Association and China Real Estate Evaluation Center.

We believe that our well-recognized brand in Guangdong province would enable us to replicateour past success in other markets in which we choose to execute our expansion strategy.

Increasing geographic and product diversification

With our strong foothold in Guangdong province, we have selectively expanded to other cities andregions across China with strong demand for commercial and residential properties and key citiesoverseas. For instance, as at June 30, 2020, we had a total of approximately 317 projects at variousstages of development, 112 of which were located in Guangdong province and 191 of which werelocated outside Guangdong province in Chongqing, Hunan province, Jiangxi province, Liaoningprovince, Guangxi province, Jiangsu province, Zhejiang province, Anhui province, Sichuan province,Hubei province, Beijing, Fujian province, Shandong province, Guizhou province, Shaanxi province,Yunnan province, Henan province, Tianjin, Hebei province, Hainan province, Hong Kong, Macao andoverseas, including nine in Sydney, Australia and five in Vancouver and Toronto, Canada. On March 1,2017, we entered into an agreement to acquire a parcel of land located in Vancouver, Canada with acash consideration of Canadian Dollar 30.6 million, which is designated for residential and commercialproperties development. In 2018, we acquired 64 projects in different regions including in South China,core regions of Central and Western China, East China, the Bohai Rim and overseas. In 2019, weacquired 87 projects of both commercial and residential properties across different regions in China tomaintain and strengthen our competitive advantages. In the first half of 2020, we acquired 44 projectswith newly added GFA of approximately 6.95 million sq. m. and newly added saleable resources ofapproximately RMB83.2 billion. We believe that our geographical diversification will enable us toalleviate the risks associated with the concentration of our operations in the Guangdong province andstrengthen our regional property portfolios.

We also have extensive experience and capabilities across a broad range of product categories,including the development of large-scale integrated projects comprising apartments, low densityresidentials, hotels and commercial properties. We tailor sales and marketing plans for each productcategory. In addition to our property development business, we also have a portfolio of commercial

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properties from which we are able to derive stable recurring rental income. Our rental income for theyears ended December 31, 2017, 2018 and 2019 and for the six months ended June 30, 2019 and 2020was RMB119.0 million, RMB185.8 million, RMB273.0 million, RMB88.5 million and RMB98.5 milion,respectively.

Systematic and streamlined operation procedure

We place particular emphasis on the overall artistic appeal, surrounding environment, architecturalexcellence and human-centric designs of our projects in order to distinguish them from those of ourcompetitors and to increase their attractiveness to customers. We believe we stand out from ourcompetitors by employing practical, user-friendly designs geared towards a healthier way of living andproviding a quality product reinforced with choice materials, advanced construction workmanship,effective project management and project execution. In order to maintain and uphold such standards andquality, we have established comprehensive design and quality control guidelines. These guidelines,which encompass our design and construction criteria, development procedures and allocation ofresponsibility, reflect the extensive experience of our senior management team in these areas. Over theyears, we have established design and research relationships with over 50 reputable international anddomestic design houses to refine our design concept and, as a result, we believe our properties arehighly regarded. We believe that by formulating and establishing standards, guidelines and standardizedproject execution procedures which are readily applicable to new projects, we will be able to furtherstrengthen our position in our existing markets and expand into new markets across other regions inChina.

Centralized and sales-driven marketing team

We believe our use of a centralized and sales-driven marketing team ensures that our promotionand sales strategy is consistent across our target markets and regions. Our marketing team, with theinput from our project companies, formulates marketing and sales strategies and coordinates ourpromotion activities across different target markets in China. Our marketing team also participates inthe major steps of our project development, including site selection, feasibility studies, budget planningand project design. The involvement of a centralized and sales-driven marketing team in the entireprocess of project development enables us to deliver products which cater to market preferences andtrends in order to maximize their attractiveness and strengthen our pricing power. Depending on ourtarget market, we also tailor our marketing and sales strategies to suit the needs of our potentialcustomers in that market. For example, in order to appeal to families with young children in ouradvertising and marketing campaign for Guangzhou Panyu Aoyuan, we focused on the speciallydesigned children’s recreational facilities such as playgrounds and children’s libraries.

We also have a dedicated after-sales service team to receive and act on complaints andsuggestions from our customers. Our marketing staff also organize special events, such as invitingpotential customers to visit our completed projects, thereby developing and strengthening customerrelations, enhancing customer confidence and increasing awareness with respect to our projects. Webelieve these measures also bolster customer retention and subsequent sales of other projects. Webelieve that our centralized and sales-driven marketing team allows us to achieve economies of scaleand increase the effectiveness of our marketing efforts. We further believe that our targeted marketingstrategy enhances our market reputation and helps increase the number of referrals made by ourexisting property owners.

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

Members of our senior management team have, on average, over 10 years of experience in thePRC real estate industry, and also have considerable strategic planning and business managementexpertise. In 2010, our Chairman, Mr. Guo Zi Wen, was named “Outstanding Leader” in the event“Leaders of Real Estate of Guangdong in Ten Golden Years”（黃金十年廣東地產領袖榜 � 領袖人物）. In2011, Mr. Guo was named “CAPITAL Leader of Excellence 2011”, in 2014, Mr. Guo was named“Outstanding Leaders of the Year” nominated by Nanfang Media and Peking University and in 2015,Mr. Guo was awarded “2015 Corporate Social Responsibility Outstanding Enterprise Award（2015年企業社會責任傑出企業家獎）by Xinhuanet.com（新華網）. Mr. Guo was also the chairman of the Guangzhou

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Investment Chamber of Private Enterprises（廣東省民營企業投資商會）. We believe the extensiveexperience of our management team members in property development (particularly in first-tier citiessuch as Guangzhou and Chongqing), industry knowledge and in-depth understanding of the real estatemarket in Guangdong province will enable us to continue to take advantage of future marketopportunities and expand into new markets.

Our Business Strategies

Leverage our property development experience and established presence in Guangdong provinceand prudently expand into strategically selected high-growth cities and regions across China aswell as Sydney, Australia and Vancouver and Toronto, Canada

Given our proven track record, property development experience, local knowledge and marketreputation in Guangdong province, we intend to leverage our property development experience andcontinue to focus on property developments in this region to capitalize on expected continued economicgrowth and strengthen our leading position. In recent years, we have also monitored the market forsuitable opportunities and expanded our business operations to pursue high return and high profitmargin projects in strategically selected cities with good growth potential and relatively inelastichousing demand outside Guangdong province. These include first-tier cities such as Chongqing andBeijing, as well as other high-growth cities such as Ganzhou in Jiangxi province, Nanning and Yulin inGuangxi province, Suzhou in Jiangsu province, Shenyang in Liaoning province, Jiaxing in Zhejiangprovince and Zhuzhou in Hunan province. While we will continue to focus on property development inGuangdong province, we intend to make further investments and to expand our business operations toother strategic areas in China, leveraging our experience and track record in Guangdong province. Webelieve that geographical diversification will enable us to alleviate the risks associated with theconcentration of our operations in Guangdong province and strengthen our regional property portfolios.In 2017, we acquired a parcel of land located in Vancouver, Canada. In 2018, we acquired 64 projectsin different regions including in South China, core regions of Central and Western China, East China,the Bohai Rim and overseas. In 2019, we acquired 87 projects of both commercial and residentialproperties across different regions in China to maintain and strengthen our competitive advantages. Inthe first half of 2020, we acquired 44 projects with newly added GFA of approximately 6.95 million sq.m. and newly added saleable resources of approximately RMB83.2 billion. We continuously monitor themarket for attractive opportunities both within the PRC and overseas, and the Australian Projectrepresented an opportunistic investment for us. However, we do not consider this a shift in overallstrategy as our focus remains steadily on Guangdong province specifically and the PRC more generally.

Focus on development of commercial and residential properties in parallel

Our development strategy is to focus on developing commercial and residential properties inparallel in first-tier, second-tier and third-tier cities. Our land in Canada purchased in 2017 isdesignated for residential and commercial properties development. In 2018, we acquired bothcommercial and residential projects in Kunming, Yunnan province, Zhengzhou, Henan province, andHong Kong. In 2019, we acquired 87 projects of both commercial and residential properties acrossdifferent regions in China to maintain and strengthen our competitive advantages. In the first half of2020, we acquired 44 projects with newly added GFA of approximately 6.95 million sq. m. and newlyadded saleable resources of approximately RMB83.2 billion. We believe that development ofcommercial and residential properties in parallel in first-tier, second-tier and third-tier cities will allowus to diversify revenue sources, achieve stronger contracted sales in a challenging PRC property marketand enable us to respond to changes in market conditions and government policies and regulationsaffecting the PRC property market. We also intend to sell the majority of completed commercialproperties and lease the remainder. Our residential properties are targeted at medium-income classindividuals and households while our commercial properties are targeted at small and medium-sizedenterprises, self-employed entrepreneurs and young couples. For the years ended December 31, 2017,2018 and 2019 and for the six months ended June 30, 2019 and 2020, our sales of commercial propertyaccounted for approximately 26.6%, 33.8%, 16.9%, 14.9% and 14.1% of revenue from propertydevelopment, respectively. We expect commercial property development to be important to ourbusiness. We will continue to focus on development of commercial and residential properties inparallel.

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Continue to further enhance our brand name recognition and our “building a healthy lifestyle”development philosophy

We believe that our brand name has been paramount to our past success and will underpin oursuccess in the future. We will continue to focus on increasing the appeal of our products anddistinguishing ourselves from our competitors by offering projects with innovative and thoughtfuldesigns which adopt the unique Aoyuan concept and style. To further enhance our brand awareness andrecognition across Guangdong province and cities in other regions throughout China, we intend tocontinue to promote the natural surroundings of our project developments and the healthy andwholesome lifestyle typically associated with our developments. With the launch of our company logoin 2010 and our “building a healthy lifestyle” development philosophy, we seek to provide high-qualityservices and products to our customers so that they can enjoy a comfortable, healthy, harmonious andideal life at home. We will continue to enhance our “building a healthy lifestyle” developmentphilosophy.

We also intend to continue to proactively manage our customer relations, including effectivelyusing our “Aoyuan Club” (“奧園會”) property owners club to expand our customer base and increasecustomer loyalty. We believe that our Aoyuan brand name will be enhanced as we expand our businessoperations.

Continue to focus on property development for sale while broadening recurring income

In the short to medium term, we intend to remain focused on the development of integratedresidential communities because we believe that we have the expertise and existing land reserve tosupport the continued growth of our operations. In the past, we were primarily engaged in thedevelopment of residential property projects. In recent years, we have prudently expanded ouroperations to the development of service apartments, shopping malls, commercial office buildings,hotels, property management and other related businesses as a part of our integrated residentialcommunity developments that will generate multiple and stable recurring income streams and plan tocontinue to broaden our product mix in the medium to long term. As our recurring businesses mature,we may seek to unlock their latent value by seeking independent listing of the shares of or otherfund-raising platforms for such businesses to support their development strategies. For the six monthsended June 30, 2020, 14.1% of our revenue was derived from the sale of commercial properties. Weintend to retain some of these non-residential developments as investment properties and let them forrecurring rental income. Through the ownership of investment properties, we will sustain a long-termexposure to the real estate property markets in which we operate and from which we may derive capitalgains. We believe having a well-diversified portfolio of residential and commercial properties will assistour continued growth in the future and may reduce the risk of over-reliance on any particular sector ofthe real estate market.

Continue to build up a sustainable land reserve at attractive costs

We seek to expand our land reserves for new property developments in order to sustain ourcontinued growth and to execute our business expansion plan. In addition to building our land reservesthrough the public tender, auction and listing-for-sale process, we intend to continue to acquire landthrough acquisitions of controlling equity interests in parties that hold land use rights. We believe ourexisting land reserves are sufficient to sustain our property development business over the next fiveyears. We will expand our land reserves in line with the pace of development of our property projects.

We intend to continue to procure more low-cost land in targeted selected high-growth cities andregions by adhering to our disciplined approach. We employ thorough market research and analysis inour new land searches, conducted by external property agents and by our experienced land acquisitionteam. Decisions as to land acquisition will be made only after comprehensive and in-depth marketresearch and analysis and strict internal review procedures are performed.

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Shorten the property development and sales cycle while maintaining high standards of projectplanning, product quality and customer satisfaction

We intend to shorten the property development and sales cycle while maintaining propertydevelopment standards. We strive to commence construction and pre-sales within a year of landacquisition. Our projects took an average of 8.8, 8.2 and 7.5 months from land acquisition to presaleslaunch in 2017, 2018 and 2019, respectively. We will increasingly focus on projects where propertydevelopment and pre-sales are commenced within one year from the date of land acquisition. Toachieve this, we will identify projects that we envisage will perform well in pre-sales, and developthese projects according to our standardized development model. We have standardized procedures forproject planning, marketing, design, cost control, inspection, pre-leasing and pre-sales. We believe thatour systematic approach to project development will further streamline different areas of our operations,thereby reducing the time required for project planning and design work and increasing developmentefficiencies. We will simultaneously continue to collaborate with reputable domestic and internationalarchitects and designers in our pursuit of product innovation and quality. Our goal is to benchmark ourproducts against world-class development standards. We will also continue to implement strict qualitycontrol measures to monitor our product quality and workmanship throughout the development process.As we expand, it will become increasingly important that we are able to maintain our level of standardsin order to ensure customer comfort and satisfaction.

Adhere to prudent financial management to ensure stable and balanced growth and capitalsufficiency

We will continue to closely monitor our capital and cash positions and carefully manage keymeasures such as land acquisition costs, construction costs, cash flows and fixed charge coverage. Wewill also actively monitor market opportunities. Given suitable opportunities, we may expand withinGuangdong province and in other high-growth regions in China. We may also seek to cooperate withthird parties to develop projects on a selective basis to take advantage of our partners’ land andfinancial resources. We will continue to actively manage our sales and pre-sales to help ensure adequatecash flow for our ongoing capital requirements. We intend to remain disciplined in our capitalcommitments and seek favorable financing opportunities. We constantly review our debt structure andclosely monitor the market, and intend to explore various types of financing opportunities, includinglong-term and short-term, with different types of lenders that serve the best interest of our Group.

Our Business

Our land bank

As at June 30, 2020, we had a total land bank of approximately 48.74 million sq.m. of GFA,which comprised approximately 5.13 million sq.m. of completed properties, approximately 24.40million sq.m. of property under development and approximately 19.21 million sq.m. of properties heldfor future development. The following map illustrates the location of our land bank in China as at June30, 2020.

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Land bank overview

China

Central &

Western China

South China

East China

Bohai Rim

Overview of our projects

Our business operations predominantly involve the development and sale of:

� Residential projects, comprising large-scale, integrated residential communities withcomprehensive ancillary facilities, including clubhouses, sports facilities, retail shops andschools. For the years ended December 31, 2017, 2018 and 2019 and for the six monthsended June 30, 2019 and 2020, approximately 73.4%, 66.2%, 83.1%, 85.1% and 85.9%,respectively, of revenue from property development were derived from residential projects.

� Commercial projects, comprising commercial apartments, offices, shopping malls andpedestrian shopping zones featuring dedicated offices, shopping, entertainment, recreationaland cultural areas. For the years ended December 31, 2017, 2018 and 2019 and for the sixmonths ended June 30, 2019 and 2020, approximately 26.6%, 33.8%, 16.9%, 14.9% and14.1%, respectively, of revenue from property development were derived from commercialprojects.

As at June 30, 2020, we had a total of 317 projects at various stages of development, 112 ofwhich were located in Guangdong province and 191 of which were located outside Guangdong provincein Chongqing, Hunan province, Jiangxi province, Liaoning province, Guangxi province, Jiangsuprovince, Zhejiang province, Anhui province, Sichuan province, Hubei province, Beijing, Fujianprovince, Shandong province, Guizhou province, Shaanxi province, Yunnan province, Henan province,Tianjin, Hebei province, Hainan province, Hong Kong, Macao and overseas, including nine in Sydney,Australia and five in Vancouver and Toronto, Canada.

In 2017, we acquired a parcel of land located in Vancouver, Canada, which is designated forresidential and commercial properties development. In 2018, we acquired 64 projects in differentregions including in South China, core regions of Central and Western China, East China, the BohaiRim and overseas. In 2019, we acquired 87 projects of both commercial and residential propertiesacross different regions in China to maintain and strengthen our competitive advantages. In the firsthalf of 2020, we acquired 44 projects with newly added GFA of approximately 6.95 million sq. m. andnewly added saleable resources of approximately RMB83.2 billion.

We divide our property developments, for which we have received the relevant land use rightscertificates, into three categories:

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� completed property developments held for sale/investment, comprising properties with landuse rights certificates in respect of which construction has already been completed but havenot been disposed of and are held for sale or lease;

� properties under development, comprising properties with land use rights certificates inrespect of which construction has commenced but is yet to be completed; and

� properties held for future development, comprising properties with land use rightscertificates in respect of which construction has not commenced.

A property development is considered completed when we have received the completedconstruction works certified report from the relevant government construction authorities. A property isconsidered to be under development immediately following the issuance of the construction engineeringcommencement permit with respect to the property and before completion of the property. A property isconsidered to be held for future development when we have received the relevant land use rightscertificates but have not yet received the construction engineering commencement permit.

As some of our projects comprise multiple-phase developments on a rolling basis, one project mayinclude different phases which are at various stages of completion, under development or held forfuture development.

The site area information for an entire project is based on the relevant land use rights certificates.The aggregate GFA of an entire project is calculated by multiplying its site area by the maximumpermissible plot ratio as specified in the relevant land grant contracts or other approval documents fromthe local governments relating to the project. The total GFA of a project includes saleable andnon-saleable GFA. Saleable GFA refers to the internal floor areas allocated to the residential units wedevelop for sale, and the GFA that is available for leasing purposes (which comprises office buildingsfor rent, retail shop units and car parking spaces). We hold properties for leasing purposes asinvestments to earn rental income and for capital appreciation. As at June 30, 2020, our properties heldfor investment are as follows:

Completed properties held for investment

No. Project Location Type Lease termGross

Floor area

Interestattributable

to theGroup

(thousandsq.m.)

1 Guangzhou NanguoAoyuan.............................

Panyu, Guangzhou Golf course &commercialbuilding

Long 58.3 100%

2 Guangzhou Panyu Aoyuan ... Panyu, Guangzhou Retail shop &commercialbuilding

Long 7.4 100%

3 Guangzhou Guo AoInvestment DevelopmentCentre...............................

Nansha, Guangzhou Office Long 2.4 100%

4 Guangzhou Aoyuan.............. Panyu, Guangzhou Retail shop Long 8.6 100%5 Chongqing Aoyuan City of

Health...............................Chongqing Retail shop &

ClubhouseMedium 4.1 100%

6 Guangzhou Aoyuan Plaza .... Panyu, Guangzhou Retail shop &commercialbuilding

Medium 80.5 100%

7 Guangzhou Aoyuan HealthPlaza ................................

Panyu, Guangzhou Retail shop &commercialbuilding

Medium 9.1 100%

8 Shenyang Aoyuan ................ Shenyang, Liaoning Commercialbuilding

Medium 12.2 100%

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No. Project Location Type Lease termGross

Floor area

Interestattributable

to theGroup

(thousandsq.m.)

9 Guangzhou Aoyuan CityPlaza ................................

Panyu, Guangzhou Retail shop &commercialbuilding

Medium 13.8 100%

10 Chongqing Aoyuan TheMetropolis ........................

Chongqing Retail shop &commercialbuilding

Medium 19.3 100%

11 Jiaoling Aoyuan Plaza ......... Meizhou,Guangdong

Retail shop &commercialbuilding

Medium 18.3 100%

12 Wuhua Aoyuan Plaza ........... Meizhou,Guangdong

Retail shop &commercialbuilding

Medium 27.2 100%

13 Chongqing Aoyuan PanlongYihao................................

Chongqing Retail shop &commercialbuilding

Medium 47.2 100%

14 Chongqiang AoyuanShuiyunjian ......................

Chongqing Retail shop Medium 5.6 100%

15 Chongqing Aoyuan CityPlaza ................................

Chongqing Retail shop &commercialbuilding

Medium 51.6 100%

16 Guangzhou Aoyuan HaiJing Cheng .......................

Nansha, Guangzhou Commercialbuilding

Medium 7.7 100%

17 Guangzhou Nansha Aoyuan . Nansha, Guangzhou Kindergarten Long 2.2 100%18 Zhuhai Aoyuan Plaza........... Zhuhai, Guangdong Retail shop &

commercialbuilding

Medium 65.0 93%

19 Beijing Aoyuan SecondRing Plaza........................

Beijing Retail shop &commercialbuilding

Medium 16.0 100%

20 Jiangmen Aoyuan Plaza ....... Jiangmen,Guangdong

Retail shop &commercialbuilding

Medium 63.2 43%

21 Guangzhou LuogangAoyuan Plaza ...................

Huangpu,Guangzhou

Retail shop &commercialbuilding

Medium 34.4 100%

22 Ningdu Aoyuan Plaza .......... Ningdu, Jiangxi Retail shop &commercialbuilding

Medium 26.2 100%

23 Yulin Aoyuan Plaza ............. Yulin, Guangxi Retail shop &commercialbuilding

Medium 60.3 100%

24 Liuyang Aoyuan Plaza ......... Changsha, Hunan Retail shop &commercialbuilding

Medium 26.1 100%

25 Hefei Aoyuan City Plaza ..... Hefei, Anhui Retail shop &commercialbuilding

Medium 21.8 100%

26 Chengdu Aoyuan Jiuli Bay .. Chengdu, Sichuan Commercialbuilding

Medium 6.9 100%

27 Chongqing Aoyuan BeyondEra ...................................

Chongqing Retail shop Medium 26.4 88%

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Investment properties under construction

No. Project Location Type Lease termGross

floor areaStage of

Completion

InterestattributabletotheGroup

(thousandsq.m.)

1 Shenyang AoyuanConventionPlaza ................

Shenyang,Liaoning

Commercialbuildings

Medium 50.1 Underconstruction

100%

2 GuangzhouAoyuanKangwei Plaza .

Zengcheng,Guangzhou

Retail shop &commercialbuilding

Medium 60.0 To beconstructed

100%

3 YangjiangAoyuan CentralParkview ..........

Yangjiang,Guangdong

Commercialbuildings

Medium 10.0 To beconstructed

100%

4 Bengbu AoyuanGinza ...............

Benghu, Anhui Retail shop &commercialbuilding

Medium 35.5 Underconstruction

100%

5 ChengduChenghuaAoyuan Plaza...

Chengdu, Sichuan Retail shop &commercialbuilding

Medium 30.4 Underconstruction

100%

6 Pubei AoyuanPlaza ................

Pubei, Guangxi Commercialbuilding

Medium 26.0 Underconstruction

100%

7 Cixi AoyuanYushan Lake ....

Ningbo, Zhejiang Hotel Medium 20.1 Underconstruction

100%

8 Dabu AoyuanPlaza ................

Meizhou,Guangdong

Commercialbuilding

Medium 26.5 Underconstruction

100%

9 Weining AoyuanPlaza ................

Weining, Guizhou Commercialbuilding

Medium 32.6 Underconstruction

100%

10 Qidong AoyuanPlaza ................

Hengyang, Hunan Commercialbuilding

Medium 28.0 To beconstructed

90%

11 Dayu AoyuanPlaza ................

Ganzhou, Jiangxi Commercialbuilding

Medium 29.3 Underconstruction

100%

12 Dangshan AoyuanPlaza ................

Suzhou, Anhui Commercialbuilding

Medium 65.3 Underconstruction

100%

13 Zhuhai AoyuanSeaviewMountain..........

Zhuhai,Guangdong

Commercialbuilding

Medium 51.2 Underconstruction

70%

14 Wuhan AoyuanInternationalRiverside..........

Wuhan, Hubei Commercialbuilding

Medium 54.5 To beconstructed

70%

15 Aoyuan OrientalBeauty Valley ..

Shanghai Commercialbuilding

Medium 75.9 To beconstructed

70%

We will exercise discretion to sell properties held for investment if we believe their sale, ascompared to rental, will ultimately generate more economic value for us. Non-saleable GFA representsthe GFA of a property that is not for sale and refers to certain common areas and communal facilities,including, among others, schools and sports facilities.

A property is considered sold after we have executed the purchase contract with a customer andhave delivered the property to the customer. A property is pre-sold when we have executed the purchasecontract but have not yet delivered the property to the customer. Information regarding land costs inthis offering memorandum is based solely on our internal records or estimates.

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– 151 –

Proj

ects

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– 152 –

Proj

ects

Loca

tion

Type

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fect

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rest

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plet

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ved

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inte

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unde

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velo

pmen

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deri

ved

from

our

inte

rnal

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rds.

(3)

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held

for

futu

rede

velo

pmen

t”fo

rea

chpr

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the

land

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for

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enti

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tle

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eted

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unde

rde

velo

pmen

t.

– 153 –

Property Development

Overview

We primarily engage in the development and sale of quality residential and commercial propertiesin Guangdong province and strategically selected first-tier and second-tier cities and high-growthregions across China.

Residential projects

We develop large-scale, multi-phase, integrated residential communities with comprehensiveancillary facilities aimed at offering our customers a healthy and comfortable living environment. Wecombine our residential property developments with tailored landscaping, interior design and ancillaryfacilities pertaining to carefully chosen themes and motifs such as sport and education to create ahealthy, harmonious and human-centric living environment for our customers. These residentialcommunities are well-equipped with sports facilities such as swimming pools, clubhouses andmulti-functional sports complexes. For example, our Guangzhou Nansha Aoyuan project is an integratedresidential community development adjacent to Nansha Harbor in Guangzhou City, which combineshigh-quality low density residentials with elements of recreation, tourism and water sports. It isdesigned and based on education and sports themes, and has a kindergarten, a primary school and asecondary school, co-managed by us and Beijing Normal University. Guangzhou Nanguo Aoyuan is alsoequipped with a golf course. In 2012, we established a “building a healthy lifestyle” developmentphilosophy and we aim to incorporate this philosophy into our development projects.

Commercial projects

In addition to residential projects, we also develop commercial projects in Guangdong provinceand carefully selected cities in other regions in China which we either sell or retain for investment.These commercial projects typically comprise a combination of commercial apartments, commercialbusiness centers and retail shops. They are designed to become the commercial center of the regions inwhich they are located, featuring commercial apartments, dedicated office, shopping, entertainment,recreational and cultural areas.

Project development

Although each project development is unique and is designed to cater to the preferences ofspecific target markets, the diagram below summarizes the major stages typically involved in thedevelopment of a property project with a GFA of approximately 300,000 sq.m.:

Land

Acquisition

Project Planning

& Preliminary Work Design Construction After Sales Services

• Examine city’s development and design plan

•• Identify and evaluate site

• Analyze market

• Conduct feasibility study

• Acquire land

• Conduct in-depth market analysis

• Begin product positioning

• Develop design plan

• Schematic design

Draft and finalize:

• Structural design

• Construction design

• Drawings

• Landscape design

• Interior design

• Property management design

• Select contractor

• Procure supplies

• Supervise construction

• Inspect completed property

• Provide management services

• Perform maintenance on common spaces

Pre-sales & Sales

6 to 12 months

• Market to existing and potential customers

• Apply pre-sale permit

• Manage sales

• Deliver property

55 months

– 154 –

Project management

Since January 2003, we have adopted a centralized management model under which all of ourPRC project companies are controlled and supervised by Aoyuan Group Company Limited, ourintermediate PRC holding company. Aoyuan Group Company Limited makes all significant strategicdecisions for our project companies, such as business operation, land acquisition, project developmentplanning and marketing strategies. In order to facilitate the daily activities of our project companies, weappoint members of our local management team as directors of the project companies to carry outday-to-day business functions, such as liaising with local government authorities and businessassociates. We believe that the centralized management model helps us to make appropriate investmentand strategic decisions affecting our business operations in an effective manner. It also allows us tobetter implement quality control of our projects across different regions in China, standardize ourpromotional efforts and respond effectively to changing customer preferences.

In addition to managing our businesses through a centralized management model, we haveestablished various specialized divisions to supervise and manage the major stages of all our projectdevelopments. Our chairman, Mr. Guo Zi Wen, and our senior management team work closely with thehead of each division to provide management guidance and supervision. These divisions are the designdivision, marketing division, business management division, finance division, investment division,project development division, audit division and legal compliance division. We develop and manage ourprojects through individual project companies. These project companies are responsible for managingthe day-to-day operations of each project, including construction, property management and after-salesservices. We seek to increase our operating efficiency, optimize our operating capacities and resources,enhance our negotiating power with suppliers and contractors and strengthen synergies across ourvarious projects in the areas of design, construction, marketing, finance and sales through thismanagement system.

Site selection and market evaluation

We believe site selection and market evaluation are two major determining factors in the successof our property developments. Therefore, we have devoted a substantial amount of managementresources to site selection and market evaluation. Prior to purchasing a parcel of land, we will collectall relevant information regarding the potential acquisition opportunity and conduct preliminaryfeasibility studies and market research to evaluate the potential risk and return of the investment,potential demand for a property development on such site, preferences of the target customer groupsand potential competition from other property developers in the vicinity. If necessary, we may alsoengage external property consultants to conduct further market research and feasibility studies withrespect to the chosen site. We will proceed with the acquisition if we conclude from our evaluationprocedures that a particular site has good development potential and an acceptable risk profile. Allthese pre-purchase measures help us to acquire land prudently and develop our projects with a clearmarket positioning from the beginning. To date, our focus has primarily been on developments inselected cities in Guangdong province and the Guangdong-Hong Kong-Macao Greater Bay Area,although in recent years we have expanded our operations outside Guangdong province to Jiangxiprovince, Guangxi province, Liaoning province, Jiangsu province, Hunan province and Chongqing.

We conduct market research before we enter a new city. Among the key factors we consider incity selection are the following:

� size and population of the city;

� local government’s development and expansion plan for the city;

� general economic development and development conditions in the private sectors;

� purchasing power of the residents and anticipated demand for residential properties;

� urban planning and development;

� future land availability; and

– 155 –

� overall competitive landscape.

We consider the following factors for site selection and product positioning:

� site area, characteristics of the site and suitability for large-scale, integrated residentialcommunity development;

� location in suburban areas with growth potential;

� government development plans and policies for the chosen site and the vicinity;

� overall cost structure and investment return of the potential development; and

� proximity to ancillary facilities.

Land acquisition

Prior to the introduction by the PRC government of regulations requiring that land use rights forproperty developments be granted by tender, auction or listing-for-sale, we obtained most of our landuse rights through transfer arrangements or cooperative arrangements with the original grantees of landuse rights. In certain circumstances, when we wish to acquire a particularly large parcel of land, wemay also acquire land from the government by way of tender, auction or listing-for-sale.

The PRC Rules regarding the Grant of State-Owned Land Use Rights by Way of Tender, Auctionand Listing-for-sale（《招標拍賣掛牌出讓國有土地使用權規定》）issued by the Ministry of Land andResources provide that, from July 1, 2002, state-owned land use rights for the purposes of commercialuse, tourism, entertainment and commodity residential property development in the PRC may begranted by the PRC government only through public tender, auction or listing-for-sale. When land userights are granted by way of a tender, an evaluation committee with members of no less than five andan odd number (including a representative of the grantor and other experts) evaluates and selects fromthe tenders that have been submitted. When deciding to whom to grant land use rights, the relevantauthorities consider not only the tender prices, but also the credit history and qualifications of thetenderers and their tender proposal. Where land use rights are granted by way of an auction, a publicauction is held by the relevant local land bureau and the land use rights are granted to the highestbidder. We believe these measures should result in a more transparent land grant process, which shouldenable developers to compete more effectively. Under current regulations, original grantees of land userights are typically allowed to sell, assign or transfer the land use rights granted to them in secondarymarkets, provided that: (i) the assignment price has been fully paid in accordance with the assignmentcontract and a land use rights certificate has been obtained; and (ii) development has been carried outaccording to the assignment contract. If the land use rights are obtained by way of allocation, such landis to be transferred through public tender, auction or listing-for-sale. In addition to acquiring landthrough government-organized tender, auction or listing-for-sale, we may also obtain land use rightsthrough transfers from third parties or through cooperative arrangements with third parties in thesecondary markets.

Under certain circumstances, our land acquisitions in the secondary market may take the form oftransfer from or cooperation with third parties who hold the land use rights. In relation to the transferarrangement, we typically provide a security deposit to the seller or prepay a certain portion of thepurchase price for the land transfer. The amount of such security deposit or prepayment is negotiatedbetween the seller and us, and we may provide deposits or prepayments in advance of each stage ofcompletion of the transfer of the land use rights. Historically, such prepayments and deposits haveranged from between 10% and 20% of the purchase price for the land. We usually pay the purchaseprice of the land by instalments. We typically make full payment of the purchase price after the sellerdelivers or assists us to obtain the land use rights certificate under our name. With respect to thecooperative arrangement, we typically enter into equity joint ventures with third parties who hold landuse rights, but who may not have sufficient capital resources to develop the land. Under such jointventures, we are usually the majority shareholder and manage the project development.

– 156 –

In both government bids and purchases in the secondary market, the purchase price typicallyincludes all expenses required to deliver land use rights, such as resettlement expenses.

Financing of property developments

Our main sources of funding for our property developments are internal funds, proceeds frompre-sales and sales of properties and borrowings from banks and other financial institutions andproceeds from capital markets offerings, such as our initial public offering, our share placement in July2009 and issuance of the 2014 Notes in January 2014, the April 2015 Private Placement Notes in April2015, the 2015 Notes in May 2015, the 2015 Listed Corporate Bonds in July 2015, the 2015 PrivateCorporate Bonds in October 2015, the 2016 Private Corporate Bonds in February and October 2016, theApril 2016 Notes in April 2016, the January 2017 Notes in January 2017, the short-term debt raised inAugust 2017, the September 2017 Notes in September 2017, the May 2018 Notes in May and June2018, the Additional January 2017 Notes in August 2018, the September 2018 USD Notes in September2018 and January 2019, the September 2018 SGD Notes in September 2018, the January 2019 USDNotes in January 2019, the February 2019 USD Notes in February 2019, the June 2019 USD Notes inJune 2019, the Additional February 2019 USD Notes in August 2019, the 2019 Domestic Bonds inSeptember 2019, the February 2020 USD Notes in February 2020, the March 2020 Domestic Bonds inMarch 2020, the July 2020 USD Notes in July 2020, the September 2020 USD Notes in September2020 and the August 2020 Domestic Bonds in August 2020. We also, from time to time, will partnerwith strategic investors who provide capital injection such as Huaxia Life Insurance’s investment inGuangzhou Aoyuan of RMB1 billion in December 2014. During the three years ended December 31,2017, 2018 and 2019 and for the six months ended June 30, 2020, all of our payments of landpremiums have been funded by internal funds and proceeds from the pre-sales of properties and debtfinancing and strategic investments as applicable. We typically use internal funds, proceeds frompre-sales and loans from PRC commercial banks to finance the construction costs for our propertydevelopments. From time to time, we also seek to obtain further funding to finance our projectdevelopments by accessing the international capital markets. We plan to use bank borrowings, internalfunds, proceeds from the pre-sales and sales of our properties, and other cash generated from ouroperation to finance our future payments of property developments.

Our financing methods vary from project to project and are subject to limitations imposed by PRCregulations and monetary policies.

Project planning and design work

We have a design division which works closely with our project managers as well as externaldesigners and architects in master planning, architectural design, landscape design and interior design.Our senior management is actively involved in the entire process, especially in the master planning andarchitectural design of our projects. Planning and design of our projects typically involve the followingmajor steps:

� Concept design – evaluating the characteristics of the site and determining the theme to beapplied to the project.

� Product design – analyzing and determining the appropriate infrastructure required tomaterialize the project theme, including the type of residential property, ancillary facilitiesand landscaping.

� Construction blueprint design – determining the steps of overall construction and interiordesign, amount of construction materials and equipment required.

We collaborate with well-known external design firms such as Kurt Xu & Associates, JingsenArchitectural & Engineering Consultants Co., Ltd. and L&A Urban Planning and Landscape Design(Canada) Ltd. in relation to our design work. Our design division, together with our marketing division,are responsible for selecting external design firms, taking into consideration factors such as technicalabilities, reputation, track record in developing similar projects and service standards. We seek to

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distinguish our property developments by their leading and unique design concept and place greatemphasis on offering innovative features, improving process engineering and adding additionalfunctions to our property developments.

Project construction and management

We develop and manage our projects through project companies. We designate project managers toeach project and maintain control over the finance and accounting, procurement of constructionmaterials and management of construction costs of our projects.

We contract out our construction work to independent construction companies through a statutorytender process. Our finance division and engineers from our project companies typically set up tenderteams and are responsible for selecting our construction contractors. Typically, more than threeconstruction contractors are invited to participate in the tender process. When selecting contractors,factors which are taken into account include the reputation of the contractors, track records in similarprojects, creditworthiness, technical capabilities, proposed construction blueprint and price. Theseconstruction companies carry out various types of work, including foundation digging, construction,equipment installation, internal decoration and various engineering work. The quality and timeliness ofthe construction is usually warranted by contract. In the event of delay or poor workmanship, we mayrequire the construction contractor to rectify the defect or pay us a penalty.

Our contractors are typically responsible for procuring the construction materials to be used in ourprojects, but in certain circumstances we may specify the supplier of construction materials in order toensure that they meet our particular requirements. For a substantial part of our purchases of keyconstruction materials, such as steel and cement, we typically designate a few large reputable suppliersfrom whom our contractors must source their construction materials. Under the construction contractswith our contractors, we have a right to randomly inspect raw materials before they are used in ourprojects. We believe that these measures also allow us to better control the quality of key constructionmaterials used in our projects and ensure timely completion of the projects. Substantially all of thecosts of construction materials are accounted for as part of the contractor fees upon settlement with therelevant contractors. Apart from civil engineering construction, our construction work also includesinterior decoration, gardening and landscaping, which are entirely outsourced to independent serviceproviders.

The construction contracts we enter into with construction companies typically contain warrantieswith respect to quality and timely completion of the construction projects. We require constructioncompanies to comply with PRC laws and regulations relating to the quality of construction as well asour own standards and specifications. The contractors are also required to comply with our qualitycontrol measures, such as appointment of on-site project representatives to oversee the progress, qualityand safety of the construction, pre-examination of construction materials before they are used in theproject and on-site inspection. We also appoint an independent external project management company tosupervise our project construction to further ensure the quality and integrity of our work. Ourconstruction contracts generally provide for progressive payments according to milestones reached, untilapproximately 95% of the total contract sum is paid. We typically withhold 5% of the contract sum forone to two years after completion of the construction to give additional quality assurance. In the eventof a delay in construction or unsatisfactory workmanship, we may require the construction companies torectify the defects at their expense or pay us compensation.

Quality control and construction supervision

We place a strong emphasis on quality control to ensure that our properties and services complywith relevant rules and regulations relating to quality and safety and meet market standards. Our projectdevelopment division is responsible for quality control and construction supervision of all our projects.We typically contract with reputable design and construction companies and procure materials fromhighly regarded suppliers to ensure the quality of subcontracted work.

We have quality control procedures in place in our various functional divisions. We haveestablished stringent internal control guidelines which apply to the quality of materials used in ourproperty projects. All materials entering the construction process must comply with our specifications

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and requirements and go through the procedures of submission, sampling and testing before they areused in our projects. Prior to the commencement of any major individual construction work, includingthe construction of floors, roof, installation of doors and windows, landscaping and street work, ourconstruction contractors are required to build construction work models and submit them for ourinspection and approval. Full-scale construction may only begin once the submitted samples have beenexamined and approved.

During construction, every work phase must undergo self-inspection, inter-process inspection andprofessional inspection from independent third parties. The construction companies are required toensure that the construction work satisfies construction specifications and guidelines laid down byrelevant authorities before they are submitted for inspection and examination by our projectmanagement teams. We also engage external quality supervisory companies to conduct quality andsafety control checks on construction and workmanship on our sites. We maintain strict and fullydocumented guidelines in respect of all procedures involved in the construction process and externalcontractors are required to adhere to the guidelines and report any exceptions.

We provide our customers with a warranty for the quality of the structure and certain fittings andfacilities of our property developments in accordance with relevant rules and regulations.

Pre-sale

Like other property developers, we typically pre-sell properties prior to completion of theirconstruction. Under applicable PRC laws, we must have complied with the following conditions prior tocommencing any pre-sale of any particular property development:

� the land premium has been fully paid and the relevant land use rights certificates have beenobtained;

� the required construction work planning permit and the construction project building permithave been obtained;

� the funds contributed to the property developments where property units are pre-sold maynot be less than 25% of the total amount invested in a project and the progress and theexpected completion date and delivery date of the construction work have been confirmed;and

� pre-sale permits have been obtained from the construction bureaus at county level or above.

According to relevant regulations applicable in Guangdong province, we must fulfill the followingconditions, in addition to the four conditions mentioned above, before obtaining a pre-sale permit:

� a business license and a real property development qualification certificate have beenobtained;

� the construction quality and safety monitoring procedures have been performed;

� the foundation works and structural works must have been completed in respect of propertiesof no more than three stories, the foundation works and the structural works of ground floormust have been completed in respect of properties of more than four stories with abasement, and the foundation works and the structural works of four stories must have beencompleted in respect of properties of more than four stories without a basement;

� the investment plan and source of funds have been submitted to the relevant authority;

� a special account for pre-sale proceeds of property has been set up at a commercial bank inthe place where the project is located, and a pre-sale developer who has different propertypre-sale projects shall set up different accounts as such; and

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� the construction project and the land use rights with respect to it are free from third-partyclaims.

Under PRC law, the proceeds from the pre-sales of our properties must be deposited in escrowaccounts. Before the completion of the pre-sold properties, the monies deposited in these escrowaccounts may only be used to purchase construction materials and equipment, make interimconstruction payments and pay taxes, subject to prior approval from the relevant local authorities. Seethe section headed “Regulation” for further information on regulations that relate to pre-sales.

Marketing

Our principal customers are individual purchasers of residential properties. We target middle toupper-middle income groups, such as professionals, executives and civil servants and the aspirationalyounger generation, who look for a healthy lifestyle, share a love for sports and enjoy a peaceful livingenvironment.

Our marketing division and the marketing teams of our project companies are responsible formanaging our marketing activities. Our marketing division works closely with other divisions and isinvolved in all major steps of our project development. Our marketing division participates inconducting feasibility studies based on market analysis, design sales and pricing strategies anddetermines appropriate advertising and sales plans for a particular property development and for aparticular phase of the sales cycle. It also works with other divisions to plan and organize efficient andorderly on-site sales processes, arranges promotional activities and assists in liaising with customers.

Our marketing division designs and executes the overall marketing strategies, which may includeadvertising campaigns in newspapers, television, direct mail, text messages, project brochures andproject models. We also set up sales office and display units on-site and use third-party real estateagents to promote our properties to customers. These third-party real estate agents are primarilyresponsible for showing potential customers our display units and answering any questions they mayhave regarding our projects. In consideration of their services, we typically pay them a commissionbased on the sales they make. We tailor our marketing strategies to suit the preferences of our targetcustomers, depending on the particular real estate market in which we are operating. For example, inorder to appeal to families with young children, we focused on the specially designed children’srecreational facilities, such as playgrounds and a children’s library, in our advertising and marketingcampaign for Guangzhou Panyu Aoyuan.

In addition to the more traditional way of advertising, we also promote our new projects throughthe “Aoyuan Club”（奧園會）– an Aoyuan property owners’ association. Membership is also open topotential customers. From time to time, the Aoyuan Club organizes activities such as sports events,poetry exhibitions and drawing competitions for the enjoyment of all its members. The Aoyuan Clubprovides good networking opportunities for existing owners of our properties and also allows potentialowners to understand from existing owners the benefits of owning an Aoyuan property. We also provideour existing customers with an internal bimonthly publication, “Aoyuan Club”（奧園會）, to provideinformation on our various projects, including ongoing projects.

Every year we organize the “Aoyuan Games”, a sporting event open for participation by all ourproperty owners. The objectives of the Aoyuan Games are to promote our vision of a healthy and activelifestyle and foster community spirit and bonding. We also promote our products by organizing variousactivities, such as sports competitions and other games and activities. Participants in these activities areinvited to visit our residential projects, including display units, clubhouses, sports grounds and otherpublic community facilities. Through these activities, we reinforce in the minds of the next generationof potential property owners the concept of integrating a healthy and peaceful lifestyle into ourresidential property developments. We believe that these measures enhance our market reputation,expand our customer base and increase the number of referrals by existing property owners.

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Delivery and after-sales services

We strive to deliver our products to our customers in a timely manner. We closely monitor theprogress of construction of our property projects as well as conduct pre-delivery property inspections toensure timely delivery. The time frame for delivery is set out in the sale and purchase agreementsentered into with our customers. Once a property project or project phase has passed the requisiteinspections and is ready for delivery, our customer service staff will notify our customers in respect ofdelivery. Our sales and construction staff, together with staff of the property management company,inspect the properties prior to delivery to ensure that they are of high quality.

The customer service center within our individual project company is responsible for managingour after-sales services. We offer multiple communication channels to our customers to provide theirfeedback and complaints about our products or services, including a telephone hotline at our headoffice and complaints departments at our project companies. We also cooperate with propertymanagement companies that manage our properties to handle customer complaints. Furthermore, wegenerally assist the purchasers of our properties in obtaining their property ownership certificatesthrough our customer service centers.

Payment arrangements

Purchasers of our residential properties, including those purchasing pre-sale properties, mayarrange for mortgage loans with banks. We typically require purchasers of our properties to pay adeposit upon signing of a preliminary sale and purchase agreement. If the purchasers later decide not toenter into a formal sale and purchase agreement, they forfeit such deposit. Upon executing purchasecontracts, purchasers are typically required to pay not less than 30% of the total purchase price of theproperty. If purchasers choose to make a lump-sum payment, the remaining purchase price balance istypically required to be paid no later than three months after the execution of the purchase contracts. Ifpurchasers choose to fund their purchases by mortgage loans provided by banks, under current PRClaws and regulations, they may obtain mortgage loans of up to a maximum of 70% for first-timepurchasers of units for own residential use or 50% for non-first-time purchasers of residential propertiesof the purchase price with a repayment period of up to 30 years unless the local government where theproperty locates has alternative requests. These purchasers are typically required to pay the remainingbalance of that portion of the purchase price that is not covered by the mortgage loans prior to thedisbursement of the mortgage loans by mortgagee banks. We typically receive the mortgage paymentsfrom mortgagee banks within approximately 60 days of the execution of the purchase contracts. Thepayment terms of sales and pre-sales of properties are substantially similar.

In accordance with industry practice, we provide guarantees to banks with respect to the mortgageloans offered to purchasers of our properties. These guarantees are released upon the earlier of (i) therelevant property ownership certificates being delivered to the purchasers and (ii) the settlement ofmortgage loans between the mortgagee banks and purchasers of our projects. In line with industrypractice, we do not conduct independent credit checks on purchasers of our properties, but rely on thecredit checks conducted by the mortgagee banks. As at December 31, 2017, 2018 and 2019 and June30, 2020, our outstanding guarantees over the mortgage loans of purchasers of our properties amountedto RMB29,172.1 million, RMB51,984.5 million, RMB77,693.5 million and RMB82,142.7 million,respectively. We have historically experienced a low rate of default on mortgage loans guaranteed by usand such defaults have not had a material adverse effect on our financial condition or results ofoperations. See “Risk Factors – Risks Relating to Our Business – We guarantee mortgage loans of ourcustomers and may be liable to the mortgagee banks if our customers default on their mortgagepayments”.

Property Management

We utilize a public tender system to select property management services companies in respect ofour projects. These companies would typically provide after-sales services to purchasers of ourproperties, including rental agency, security, maintenance, operation of clubhouse, gardening andlandscaping and other services.

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Property Leasing Services

We believe the leasing of these properties helps us to reduce our exposure to fluctuations inproperty sale prices. We may choose to sell the retail outlets we have developed when we believe thatthe sales would generate a better return on investment than through rental.

Properties used by us

Our corporate headquarter is located at Aoyuan Mansion, Huang Pu Avenue West, Tianhe District,Guangzhou City, Guangdong province, PRC, with a GFA of approximately 6,587 sq.m.

Competition

We believe that the property market in the PRC is highly fragmented and that there is no singledominant market player. Competition is primarily based on factors such as location, facilities andsupporting infrastructure, services and pricing. Our existing and potential competitors include majordomestic developers and, to a lesser extent, foreign developers primarily from Asia, including severalleading developers from Hong Kong. Some of our competitors target different segments of the PRC realestate market; some engage in other activities in addition to real estate development; and some arefocused regionally or nationally. Many of our competitors have greater financial and other capitalresources, marketing and other capabilities and/or name recognition than us. In addition, some localcompanies have extensive local knowledge and business relationships and/or a longer operational trackrecord in the relevant local markets than us, while international companies are able to capitalize ontheir overseas experience to compete in the PRC markets. Intensified competition between propertydevelopers may result in increased costs for land acquisition, over-supply of properties and a slowdownin the approval process for new property developments by the relevant government authorities. Formore information on competition, see “Risk Factors – Risks Relating to the Real Estate Industry in thePRC – Increasing competition in the PRC, particularly in the Pearl River Delta region, Guangxiprovince, Liaoning province, Hunan province and Chongqing, may adversely affect our business andfinancial condition”.

Intellectual Property Rights

We rely on a combination of trademarks and domain name registrations to establish and protectour brand name, logos, marketing designs and internet domain names. We use the registered trademarksas the names and logos of our real estate projects which appear in all promotion material andadvertisements for our projects. These registered trademarks have been widely recognized by the publicas being synonymous with our business. We also use registered domain names to promote our projectsand enhance public awareness of our business.

We have registered with the PRC Trademark Office our trademarks of “ ”, “AO YUAN”,“ ” and “奧园”, and variations of them under various categories, including construction, realestate agency, realty leasing and property management. In Hong Kong, Australia and Macao we haveregistered our trademarks of “Aoyuan”, “ ”, “奧园” and “奧園”, and variations of them. We have alsoregistered a number of domain names for our Company. For further information, see “Risk Factors –Risks Relating to Our Business – A deterioration in our brand image could adversely affect ourbusiness”.

Insurance

We carry employer’s liability insurance for medical and related expenses that our employees mayincur as a result of personal injuries at our workplace or on construction sites of our propertydevelopments. We do not, however, maintain property damage or third-party liability insurance inrespect of our workplace or property developments. Under existing PRC law, these types of insuranceare not mandatory and may be purchased on a voluntary basis. We believe our insurance practice is inline with customary practice in the PRC real estate industry.

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In accordance with the typical contractual terms we enter into, the construction companies areresponsible for quality and safety controls during the course of construction and are required tomaintain accident insurance for their construction workers pursuant to PRC laws and regulations. Tohelp ensure construction quality and safety, we have a set of standards and specifications for theconstruction workers to comply with during the construction process. We engage qualified supervisioncompanies to oversee the construction process. Under PRC law, the owner or manager of propertiesunder construction bears civil liability for personal injuries arising out of construction work unless theowner or manager can prove that it is not at fault. In addition to requiring the construction workers tofollow our standards and specifications, we also take other precautionary measures such as erectingtemporary protection walls around the work site to prevent unauthorized access, ensuring stairwells andlift wells are secured, conducting regular safety checks on cranes and lifts and erecting warning signsnear hazardous areas. Since we take reasonable steps to prevent construction accidents and personalinjuries, we believe that we will generally be able to demonstrate that we were not at fault as theproperty owner if a personal injury claim is brought against us. We believe that we have sufficientinsurance coverage in place and that the terms of our insurance policies are in line with industrypractice in the PRC. We may re-evaluate the risk profile of the property markets and adjust ourinsurance practice from time to time. See “Risk Factors – Risks Relating to Our Business – We maysuffer certain losses not covered by insurance”.

Employees

As at June 30, 2020, we had 17,742 full-time employees.

We recruit our personnel from the open market. We offer competitive remuneration packages toour employees, including salaries and bonuses to qualified employees. We provide technical as well asoperational training to all new employees and ongoing training for all employees.

Our employees do not negotiate their terms of employment through any labor union or by way ofcollective bargaining agreements. We believe our relationship with our employees is good. As of thedate of this offering memorandum, we have not experienced significant labor disputes which adverselyaffected or are likely to have an adverse effect on our business operations.

Environmental Matters

We are subject to a variety of laws and regulations concerning environmental protection. See“Risk Factors – Risks Relating to Our Business – Potential liability for environmental damages couldresult in substantial cost increases”. As of the date of this offering memorandum, we are not in breachof any applicable environmental laws and regulations which has led to penalties imposed by theenvironmental authorities and there are no existing material legal proceedings, arbitrations oradministrative penalties against us.

Health and Safety Matters

Under PRC laws and regulations, we, as a property developer, have very limited potentialliabilities to the workers on and visitors to our construction sites, most of which rest with ourcontractors. Under the Construction Law of the People’s Republic of China（《中華人民共和國建築法》）,the construction contractor assumes responsibility for the safety of the construction site. The maincontractor will take overall responsibility for the site, and the subcontractors are required to complywith the protective measures adopted by the main contractor. Under the Environmental and HygienicStandards of Construction Work Site（《建設工程施工現場環境與衛生標準》）, a contractor is required toadopt effective occupational injuries control measures, to provide workers with necessary protectivedevices, and to offer regular physical examinations and training to workers who are exposed to the riskof occupational injuries. To our knowledge, there has been no material non-compliance with the healthand safety laws and regulations by our contractors or subcontractors during the course of their businessdealings with the Group.

In addition, our project directors and project management teams engage in a safety inspectionfrom time to time to ensure the safety of the work environment of our construction sites.

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Legal Proceedings

From time to time, we may be involved in legal proceedings or disputes in the ordinary course ofbusiness. We are not aware of any material legal proceedings, claims or disputes currently existing orpending against us. See “Risk Factors – Risks Relating to Our Business – We may be involved fromtime to time in disputes, administrative, legal and other proceedings arising out of our operations orsubject to fines and sanctions in relation to our non-compliance with certain PRC laws and regulations,and may face significant liabilities as a result”.

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REGULATION

The following discussion summarizes the principal laws, regulations, policies and administrativedirectives to which we are subject.

The PRC Legal System

The PRC legal system is based on the PRC Constitution and is made up of written laws, rules,regulations and local laws, regulations and policies, laws of Special Administrative Regions and lawsresulting from international treaties entered into by the PRC government. Court rulings do notconstitute binding precedents. However, they are used for the purposes of judicial reference andguidance.

The National People’s Congress of the PRC, or NPC, and the Standing Committee of the NPC areempowered by the PRC Constitution to exercise the legislative power of the State. The NPC has thepower to amend the PRC Constitution and enact and amend basic laws of the PRC, including the lawsrelating to management. The Standing Committee of the NPC is empowered to enact and amend alllaws except for the laws that are required to be enacted and amended by the NPC.

The State Council is the highest authority of the State administration and has the power to enactadministrative rules and regulations. The ministries and commissions under the State Council are alsovested with the power to issue orders, directives and regulations within the authority of their respectivedepartments. All administrative rules, regulations, directives and orders promulgated by the StateCouncil and its ministries and commissions must be consistent with the PRC Constitution and thenational laws enacted by the NPC. In the event that a conflict arises, the Standing Committee of theNPC has the power to annul administrative rules, regulations, directives and orders.

At the regional level, the provincial and municipal congresses and their respective standingcommittees may enact local rules and regulations and the people’s governments may promulgateadministrative rules and directives applicable within their own administrative areas. These local lawsand regulations must be consistent with the PRC Constitution, the national laws and the administrativerules and regulations promulgated by the State Council.

The State Council, provincial and municipal governments may also enact or issue rules,regulations or directives in new areas of the law for experimental purposes. After gaining sufficientexperience with experimental measures, the State Council may submit legislative proposals to beconsidered by the NPC or the Standing Committee of the NPC for enactment at the national level.

The PRC Constitution vests the power to interpret laws in the Standing Committee of the NPC.According to the Decision of the Standing Committee of the NPC Regarding the Strengthening ofInterpretation of Laws（《全國人民代表大會常務委員會關於加強法律解釋工作的決議》）passed in June 1981,the Supreme People’s Court, the State Council and its ministries and commissions are also vested withthe power to interpret rules and regulations that they have promulgated. At the regional level, the powerto interpret regional laws is vested in the regional legislative and administrative bodies whichpromulgate such laws.

The PRC Judicial System

Under the PRC Constitution and the Law of Organization of the People’s Courts, the judicialsystem is made up of the Supreme People’s Court, the local courts, military courts and other specialcourts. The local courts comprise the basic courts, the intermediate courts and the high courts. Thebasic courts are organized into civil, criminal, economic and administrative divisions. The intermediatecourts are organized into divisions similar to those of the basic courts, and are further organized intoother special divisions, such as the intellectual property division. The high level court supervises thebasic and intermediate courts. The people’s procuratorates also have the right to exercise legalsupervision over the proceedings of courts of the same level and lower levels. The Supreme People’sCourt is the highest judicial body in China. It supervises the administration of justice by all othercourts.

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The courts employ a two-tier appellate system. A party may appeal from a judgment or order of alocal court to the court at the next higher level. First judgments or orders of the Supreme People’sCourt are also final. If, however, the Supreme People’s Court or a court at a higher level finds an errorin a judgment which has been given in any court at a lower level, or the presiding judge of a courtfinds an error in a judgment which has been given in the court over which he presides, the case maythen be retried according to the judicial supervision procedures.

The Civil Procedure Law of the PRC adopted in April 1991, amended in October 2007, August2012 and June 2017, sets forth the criteria for instituting a civil action, the jurisdiction of the courts,the procedures to be followed for conducting a civil action and the procedures for enforcement of acivil judgment or order. All parties to a civil action conducted within the PRC must comply with theCivil Procedure Law. Generally, a civil case is initially heard by a local court of the municipality orprovince in which the defendant resides. The parties to a contract may, by express agreement, select ajurisdiction where civil actions may be brought, provided that the jurisdiction is either the plaintiff’s orthe defendant’s place of residence, the place of execution or implementation of the contract or thelocation of the object of the action. However, such selection shall not violate the stipulations of gradejurisdiction and exclusive jurisdiction in any case.

A foreign individual or enterprise generally has the same litigation rights and obligations as acitizen or legal person of the PRC. If a foreign country’s judicial system limits the litigation rights ofPRC citizens and enterprises, the PRC courts may apply the same limitations to the citizens andenterprises of that foreign country within the PRC. If any party to a civil action refuses to comply witha judgment or order made by a court or an award granted by an arbitration panel in the PRC, theaggrieved party may apply to the court to request the enforcement of the judgment, order or award.There are time limits imposed on the right to apply for such enforcement. If a party fails to satisfy ajudgment made by the court within the stipulated time, the court will, upon application by either party,mandatorily enforce the judgment.

A party seeking to enforce a judgment or order of a court against a party who is not locatedwithin the PRC and does not own any property in the PRC may apply to a foreign court with properjurisdiction for recognition and enforcement of the judgment or order. A foreign judgment or ruling mayalso be recognized and enforced by the court according to the PRC enforcement procedures if the PRChas entered into, or acceded to, an international treaty with the relevant foreign country, which providesfor such recognition and enforcement, or if the judgment or ruling satisfies the court’s examinationaccording to the principal of reciprocity, unless the court finds that the recognition or enforcement ofsuch judgment or ruling will result in a violation of the basic legal principles, sovereignty or securityof the PRC, or for reasons of social and public interests.

Establishment of a Real Estate Development Enterprise

According to the PRC Law on Administration of Urban Real Estate（《中華人民共和國城市房地產管理法》）promulgated by the National People’s Congress, effective in January 1995, amended in August2007, August 2009, September 2012, February 2015 and Augsut 2019 (effective in January 2020), a realestate developer is defined as an enterprise that engages in the development and operation of real estatefor the purpose of making profits. Under the Regulations on Administration of Development of UrbanReal Estate（《城市房地產開發經營管理條例》）promulgated by the State Council in July 1998, amended onJanuary 8, 2011, March 19, 2018, March 24, 2019 and March 27, 2020, an enterprise that is to engagein development of real estate must satisfy the following requirements:

� its registered capital must be RMB1 million or more; and

� it must have four or more full-time professional real estate/construction technicians and twoor more full-time accounting officers, each of whom must hold the relevant qualificationcertificate.

The local government of a province, autonomous region or municipality directly under the PRCcentral government may, based on local circumstances, impose more stringent requirements on theregistered capital and the professional personnel of a real estate developer.

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To establish a real estate development enterprise, the developer must apply for registration withthe administration for industry and commerce. The developer must also report its establishment to thereal estate development authority in the location of its registration, within 30 days of the receipt of itsbusiness license. Where a foreign-invested enterprise is to be established to engage in the developmentand operation of real estate, it must also comply with the relevant requirements under the PRC lawsand administrative regulations regarding foreign-invested enterprises and apply for approvals ofcompetent authorities relating to foreign investments in China.

On June 28, 2017, MOFCOM and NDRC jointly issued the revised Guidance Catalog effectivefrom July 28, 2017, according to which, foreign investment is permitted in the real estate developmentindustry. While the revised Guidance Catalog removed certain restrictive or prohibitive measures,certain measures which are consistently applied to both domestic investments and foreign investmentssuch as the construction of golf courses and villas and the construction and operation of large themeparks remain in effect. According to the Decision of the State Council on Reform of the InvestmentSystem（《國務院關於投資體制改革的決定》）promulgated and took effect on July 16, 2004, large themeparks must be approved by the State Council. The General Office of State Council released a noticeregarding suspension of the new construction of golf courses（《國務院辦公廳關於暫停新建高爾夫球場的通知》）on January 10, 2004, which prohibits local governments as well as the departments of StateCouncil from approving new golf course projects unless further notice. State Council and Ministry ofLand and Resources have promulgated several regulations, respectively, forbidding the land supplies fordevelopment of villas.

A foreign investor intending to engage in the development and sale of real estate in China mayestablish an equity joint venture, a cooperative joint venture or a wholly foreign owned enterprise bythe foreign investor in accordance with the PRC laws and administrative regulations governingforeign-invested enterprises. On September 3, 2016, the National People’s Congress StandingCommittee (NPCSC) adopted a decision on amending the law of foreign invested companies whichbecame effective from October 1, 2016. Upon the effectiveness of the decision, the establishment of theforeign invested enterprise and its subsequent changes will be required to be filed with the relevantauthorities instead of obtaining approvals from relevant commerce authorities, except for the foreigninvested enterprises which are subject to the special administrative measures regarding foreigninvestment entry. To implement the decision, MOFCOM published a draft administrative measure on itswebsite for public comment on September 3, 2016 and promulgated Provisional Measures for FilingAdministration of Establishment and Changes of Foreign- invested Enterprises（《外商投資企業設立及變更備案管理暫行辦法》）on October 8, 2016 and amended on July 30, 2017 and June 29, 2018 and wasabolished on January 1, 2020. On September 30, 2016, the State Administration for Industry &Commerce issued the Circular on Enhancing Registration Works after Implementing Foreign InvestmentFiling Administration（《關於做好外商投資企業實行備案管理後有關登記註冊工作的通知》）to implement thedecision of NPCSC. On February 28, 2018, MOFCOM and SAIC jointly issued the “Notice on RelevantMatters Concerning the Acceptance of Applications for MOFCOM Filing and AIC Registration ofForeign Investment Enterprises at a Single Window with a Single Form”（《關於實行外商投資企業商務備案與工商登記 “單一視窗、單一表格” 受理有關工作的通知》）. Under such notice, since June 30, 2018,applications for MOFCOM filing and registration with administration for market regulation of foreigninvestment enterprises which are not subject to special administrative measures of foreign investmententry, should be accepted at a single window with a single form nationwide. Pursuant to the SpecialAdministrative Measures (Negative List) for Foreign Investment Access (2020 Version)（外商投資准入特別管理措施（負面清單）（2020年版））, which was promulgated by the NDRC and the MOFCOM onJune23, 2020 and became effective from July 23, 2020, foreign investment in the real estate industryand the construction and operation of villas are not within the scope of special administrative measurebut which shall be subject to the same restricted measures as such investments by domestic investors.On March 15, 2019, the National People’s Congress of the PRC adopted the Foreign Investment Law ofthe PRC or the Foreign Investment Law（《中華人民共和國外商投資法》）with a view toward unifying andstreamlining the foreign investment framework into China which came into effect on January 1, 2020.

Under the Notice on Adjusting the Percentage of Capital Fund for Investment Projects in FixedAssets（《關於調整固定資產投資項目資本金比例的通知》）issued by the State Council in May 2009, theminimum portion of the capital funding for ordinary commodity housing projects and affordablehousing projects has been reduced to 20%, while that for other real estate projects has been reduced to30%. In September 2015, the State Council issued a “Notice to Adjust and Promote the System of

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Capital Fund for Investment Projects in Fixed Assets”（《關於調整和完善固定資產投資項目資本金制度的通知》）, under which the minimum capital ratio remains 20% for affordable housing projects andordinary commodity residential projects, and is decreased to 25% for other property projects.

In September 2015, the State Council decreased the capital fund ratio for property projects(excluding affordable housing projects and ordinary commodity residential projects) to 25%.

In July 2006, the Ministry of Construction, MOFCOM, NDRC, PBOC, the State Administrationfor Industry and Commerce and SAFE promulgated the Opinion on Standardizing the Admittance andAdministration of Foreign Capital In the Real Estate Market（《關於規範房地產市場外資准入和管理的意見》）, which is amended by the Notice for Adjusting Policies on the Access and Administration ofForeign Investment in Real Estate Market（《關於調整房地產市場外資准入和管理有關政策的通知》）inAugust 2015. Under such the opinion and the notice, for a foreign-invested property enterprise, theratio of registered capital to total investment is subject to the relevant provisions of the InterimProvisions of the State Administration for Industry and Commerce for Sino-foreign Equity JointVentures on the Ratio of Registered Capital to Total Investment (Gong Shang Qi Zi [1987] No. 38)（《國家工商行政管理局關於中外合資經營企業註冊資本與投資總額比例的暫行規定》）（工商企字[1987]第38號）. Thebranches or representative offices (excluding those engaged in the real estate business upon approval)set up in China by foreign institutions and foreign individuals who work or study in China are eligibleto purchase houses for self-use or self- occupation to meet their actual needs. Foreign individuals shall,in purchase of a house in a city, comply with the house purchase quota policies of such city.Furthermore, the admittance and administration of foreign capital in the property market must complywith the following requirements:

� foreign entities or individuals who buy property not for their own use in China shouldfollow the principle of Commerce Existence and apply for the establishment of a foreigninvested enterprise, pursuant to the regulations of foreign investment in property. Afterobtaining approval from the relevant authorities and upon completion of the relevantregistrations, foreign entities and individuals can then carry on their business pursuant totheir approved business scope;

� for establishment of a foreign-invested property enterprise, the commerce authorities and theadministration for industry and commerce take charge of the approval and registration of theforeign-invested property enterprise and the issuance of the Approval Certificate for aForeign-Invested Enterprise (which is only effective for one year) and the Business License.Upon full payment of the land premium, the foreign-invested property enterprise shouldapply for a “Certificate of Land Use Rights”. With a Certificate of Land Use Rights, it canobtain a formal Approval Certificate for a Foreign-Invested Enterprise from the commerceauthorities, and an updated Business License which will have the same approved businessperiod with the formal Approval Certificate for Foreign-Invested Enterprise from theadministration of industry and commerce;

� transfers of projects or shares in foreign-invested property enterprises or acquisitions ofdomestic property enterprises by foreign investors should strictly follow the relevant laws,regulations and policies and obtain the relevant approvals. The investor should submit (i) awritten undertaking of fulfilment of the “Contract for the State-owned land use rightsassignment”, the “Construction Land Planning Permit” and the “Construction ProjectsPlanning Permit”, (ii) a “Certificate of Land Use Rights”, (iii) documents evidencing thefiling for modification with the construction authorities, and (iv) documents from therelevant tax authorities evidencing the payment of tax; and

� when acquiring domestic property enterprises by equity transfer or other ways, or purchasingequity from Chinese parties in Sino-foreign equity joint ventures, foreign investors shouldmake proper arrangements for the employees, handle the debts of the banks and pay thetransfer price in a lump sum with its own capital. Foreign investors with records of improperactivities shall not be allowed to undertake the aforementioned activities in the PRC.

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On August 14, 2006, the General Office of MOFCOM enacted the Notice on Relevant IssuesConcerning the Carrying Out Circular on Standardizing the Admittance and Administration of ForeignCapital in the Property Market（《商務部辦公廳關於貫徹落實關於規範房地產市場外資准入和管理的意見有關問題的通知》）. According to the notice, when a foreign investor merges with a domestic propertydevelopment enterprise by transferring equity or other means, the original employees of the mergedcompanies must be settled down properly, bank debts must be settled and the entire consideration forthe transfer must be paid off at one time with its own capital within three months of the issue of thebusiness license. When a foreign investor purchases the equity from other Chinese shareholders of aforeign-invested property development enterprise, the original employees of the merged companies mustbe settled down properly, bank debts must be settled and the entire consideration for the transfer mustbe paid off at one time with its own capital within three months of the effective date of the equitytransfer agreement.

On August 19, 2015, the Ministry of Construction, MOFCOM, NDRC, PBOC, the StateAdministration for Industry and Commerce and SAFE promulgated the Notice on Relevant Policies ofAdjusting the Admittance and Administration of Foreign Capital in the Real Estate Market（《關於調整房地產市場外資准入和管理有關政策的通知》）. According to the notice, if the total investment of aforeign-invested property development enterprise is less than or equal to US$3 million, the registeredcapital shall not be less than 70% of the total estimated investment. If the total investment exceedsUS$3 million but is less than or equal to US$10 million, the registered capital shall not be less than50% of the total estimated investment; and where the total investment is less than US$4.2 million, theregistered capital shall not be less than US$2.1 million. If the total investment exceeds US$10 millionbut is less than or equal to US$30 million, the registered capital shall not be less than 40% of the totalestimated investment; and where the total investment is less than US$12.5 million, the registered capitalshall not be less than US$5 million. If the total investment exceeded US$30 million, the registeredcapital shall account for one third of the total estimated investment; where the total investment is lessthan US$36 million, the registered capital shall not be less than US$12 million.

In May 2007, MOFCOM and SAFE issued the Circular on Further Strengthening and Regulatingand Approval and Supervision of Foreign Direct Investment in the Real Estate Sector（《關於進一步加強、規範外商直接投資房地產業審批和監管的通知》）(“Circular 50”), subsequently amended by the Decision ofthe Ministry of Commerce on Revision of Some Rules and Normative Documents（《商務部關於修改部分規章和規範性文件的決定》）on October 28, 2015. Under Circular 50, prior to applying for establishmentof real estate companies, foreign investors must first obtain land use rights and building ownership, ormust have entered into pre-sale or pre-grant agreements with respect to the land use rights or buildingownership. If foreign-invested enterprises in China engage in real estate development or operations or ifForeign Invested Real Estate Enterprises (“FIREEs”) in China engage in new real estate developmentprojects, they must first apply to the relevant PRC governmental authorities to expand their scope ofbusiness or scale of operations in accordance with the PRC laws and regulations related to foreigninvestments. In addition, the local PRC governmental authorities must file with MOFCOM for recordtheir approvals of establishment of FIREEs, and must exercise stringent control over foreigninvestments in high-end properties. Foreign exchange authorities may not allow capital-account foreignexchange sales and settlements by FIREEs that have been established in contravention of theserequirements.

On April 28, 2013, SAFE issued a Notice on Promulgating “Administrative Measures for ForeignDebt Registration”（《關於發佈〈外債登記管理辦法〉的通知》）(“Notice 19”), effective on May 13, 2013 andsubsequently revised on May 4, 2015 by the Notice of SAFE on Abolition and Revision of NormativeDocuments concerning the Reform of Registered Capital System（《國家外匯管理局關於廢止和修改涉及註冊資本登記制度改革相關規範性文件的通知》）. In accordance with Attachment 2 of Notice 19, SAFE and itslocal branches shall not process the registration of foreign loan contracts for FIREEs if such FIREEsobtained their approval certificates from the commercial department and filed with MOFCOM on orafter June 1, 2007. FIREEs established before June 1, 2007 may borrow foreign debts within thedifference between the original total investment and original registered capital in accordance withrelevant provisions. If the difference between total investment and registered capital after the capitalincrease is smaller than the one before the capital increase, the latter shall apply. If a FIREE has notobtained the land use rights certificate, or the capital injected into the projects is less than 35% of itstotal investment, the FIREE shall not seek foreign debt and SAFE and its local branches shall notprocess the registration or the approval for the settlement of foreign debt for it.

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On June 18, 2008, MOFCOM promulgated a Notice on Properly Archiving the Filings for ForeignInvestment in Real Estate Sector（《商務部關於做好外商投資房地產業備案工作的通知》）. This new regulationaimed to strictly supervise record materials, simplify registration procedures, improve work efficiencyand promote the record registration. MOFCOM hereby notifies the relevant issues as follows:

� MOFCOM shall authorize the provincial counterparts of commerce to supervise the recordmaterials on foreign-invested real estate enterprises. After approval on foreign-invested realestate enterprises (including, but not limited to, incorporation of enterprises, increase of theregistered capitals, transfer of equity interests, merger and acquisition), the competentcommercial department shall present the relevant materials, which should be submitted toMOFCOM for record, to the provincial counterparts of commerce for supervising;

� the provincial counterparts of commerce shall supervise the validity, authenticity andaccuracy of the following materials pursuant to requirements as stated in the Circular OnStandardizing the Admittance and Administration of Foreign Capital in the Real EstateMarket（《關於規範房地產市場外資準入和管理的意見》）and the Notice On Further Strengtheningand Regulating the Approval and Supervision On Foreign Investment in the Real EstateSector（《關於進一步加強、規範外商直接投資房地產業審批和監管的通知》）in the PRC and therelevant provisions;

� the provincial counterparts of commerce shall cooperate with other relevant provincialdepartments to supervise relevant materials pursuant to the relevant laws and regulations,then send the fulfilled Filing Form on Foreign-invested Real Estate Enterprises with theStamp of the General Office of provincial government and the provincial counterparts ofcommerce to MOFCOM for record;

� MOFCOM shall cooperate with other relevant departments of the State Council to superviseforeign-invested real estate enterprises (five to 10 companies are selected at randomquarterly in principle). The provincial counterparts of commerce shall present materials ofthe selected companies to MOFCOM within five working days of the notice being issued;and

� provided that the selected companies fail to pass such supervision, MOFCOM shall notifySAFE to cancel their foreign exchange registration formalities and foreign investmentstatistics.

Moreover, in November 2010, MOFCOM promulgated the Notice on Strengthening Administrationof the Approval and Registration of Foreign Investment into Real Estate Industry（《關於加強外商投資房地產業審批備案管理的通知》）, which provides that, among other things, in the case that a real estateenterprise is established within the PRC with overseas capital, it is prohibited to purchase and/or sellreal estate properties completed or under construction within the PRC for arbitrage purposes. The localMOFCOM authorities are not permitted to approve foreign-invested investment companies to engage inthe real estate development and management.

According to the Measures for the Administration of Approval and Filing of Foreign InvestmentProjects（《外商投資項目核准和備案管理辦法》）promulgated by NDRC in May 2014, effective on June2014 and revised in December, 2014, except where approval by the relevant government is requiredunder the Catalog of Investment Projects Subject to Governmental Approvals (2016 Edition)（《政府核准的投資項目目錄》（2016年本））, other foreign investment projects shall be filed with local government.Pursuant to the Notice on Issues Related to Devolution of Authority of Examination and Approval ofForeign Investment（《關於下放外商投資審批權限有關問題的通知》）, promulgated by MOFCOM on June 10,2010 and was abolished on January 1, 2020, MOFCOM branches at the provincial level are responsiblefor the examination and approval of establishment and modifications of foreign-invested enterprises inencouraged or permitted industries with a total investment of less than US$300 million and with a totalinvestment of less than US$50 million in restricted industries.

On June 24, 2014, MOFCOM and SAFE jointly issued the Notice on Improving the Registrationof Foreign Investment in Real Estate（《關於改進外商投資房地產備案工作的通知》）effective from August 1,2014, which was abolished on January 1, 2020, to simplify the procedures of registration of foreign

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investment in real estate. On November 6, 2015, MOFCOM and SAFE jointly issued the “Circular onFurther Improving the Record-filing for Foreign Investment in Real Estate”（《關於進一步改進外商投資房地產備案工作的通知》）which was abolished on January 1, 2020. According to this circular, therecord-filing procedure has been cancelled.

On September 3, 2016, the National People’s Congress Standing Committee (NPCSC) adopted adecision on amending the law of foreign invested companies which became effective from October 1,2016. Upon the effectiveness of the decision, the establishment of the foreign invested enterprise andits subsequent changes will be required to be filed with the relevant authorities instead of obtainingapprovals from relevant commerce authorities as required by the existing PRC laws, except for theforeign invested enterprises which are subject to the special administrative measures regarding foreigninvestment entry. On September 30, 2016, the State Administration for Industry & Commerce issued acircular on relevant issues of the registration of foreign invested enterprises to implement the decisionof NPCSC. On October 8, 2016, NDRC and MOFCOM jointly issued a notice according to which theindustries falling within the categories in which foreign investment is prohibited or restricted and thosefalling within the encouraged category subject to relevant requirements of equity or senior managementunder the Guidance Catalog, will be subject to the special administrative measures for foreigninvestment entry. On the same day, MOFCOM promulgated the “Provisional Measures for FilingAdministration of Establishment and Changes of Foreign-invested Enterprises”（《外商投資企業設立及變更備案管理暫行辦法》）which was amended on July 30, 2017 and June 29, 2018 and was abolished onJanuary 1, 2020. The scope of special administrative measure shall be governed by the SpecialAdministrative Measures on Access of Foreign Investment (Negative List) (2019 Edition)（外商投資准入特別管理措施（負面清單）（2019年版））, which was promulgated by NDRC and MOFCOM on June 30, 2019and became effective from July 30, 2019. On June 23, 2020, MOFCOM and the NDRC jointly issuedthe Special Administrative Measures (Negative List) for Foreign Investment Access (2020 Version)（《外商投資准入特別管理措施（負面清單）（2020年版）》）, which will replace the Special Administrative

Measures (Negative List) for Foreign Investment Access (2019 Version) effective from July 23, 2020.

On March 15, 2019, the National People’s Congress of the PRC adopted the Foreign InvestmentLaw of the PRC or the Foreign Investment Law（《中華人民共和國外商投資法》）with a view towardunifying and streamlining the foreign investment framework into China which came into effect onJanuary 1, 2020. The Foreign Investment Law replaces the PRC Law on Sino-foreign Equity JointVentures, the PRC Law on Wholly Foreign-owned Enterprise and the PRC Law on Sino-foreignCooperative Joint Ventures. Under the Foreign Investment Law, the types of foreign investment intoChina will include:

� establishment of a foreign invested enterprise in China, independently or jointly with anyother investor;

� acquisition of shares, equities, property or any other similar rights and interests of anenterprise in China;

� investment in a new project in China, independently or jointly with any other investor.

The Foreign Investment Law establishes a nationwide “pre-establishment national treatment andnegative list” management system. The system is intended to create an environment where all foreigninvestment will be treated the same as domestic investments, other than foreign investments intoindustries that are listed in the “Special Administrative Measures (Negative List) for Foreign InvestmentAccess.” According to the Foreign Investment Law, all foreign invested enterprises will be required tofollow the corporate governance rules under the PRC Company Law once the Foreign Investment Lawcomes into effect. However, for foreign invested enterprises formed prior to the adoption of the ForeignInvestment Law, the Foreign Investment Law allows for a five-year transition period to bring thecorporate governance of such foreign invested enterprises in line with the PRC Company Law.

On December 26, 2019, the State Council issued the Regulation on Implementing the ForeignInvestment Law of the People’s Republic of China effective from January 1, 2020. On December 30,2019, MOFCOM and the State Administration for Market Regulation jointly issued the Measures forInformation Report of Foreign Investment（《外商投資信息報告辦法》）, according to which, since January1, 2020, the relevant reports to the commerce authorities through the enterprise registration system will

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be required for the establishment of foreign-invested enterprises and the subsequent changes, instead offiling with or obtaining approvals from the commerce authorities. The Provisional Measures for FilingAdministration of Establishment and Changes of Foreign-invested Enterprises has been abolished sinceJanuary 1, 2020.

Qualifications of a Real Estate Developer

Under the Provisions on Administration of Qualifications of Real Estate Developers（《房地產開發企業資質管理規定》）(the “Provisions on Administration of Qualifications”) promulgated by the Ministryof Construction in March 2000, subsequently revised on May 4, 2015 and December 2018 respectively,a real estate developer must apply for registration of its qualifications according to such Provisions onAdministration of Qualifications. An enterprise may not engage in property development andmanagement without a qualification classification certificate for real estate development. The Ministryof Construction oversees the qualifications of real estate developers with national operations, and localreal estate development authorities at or above the county level oversee the qualifications of local realestate developers.

In accordance with the Provisions on Administration of Qualifications, the qualifications of realestate developers are classified into four classes. Different classes of qualifications should be examinedand approved by corresponding authorities.

� Class 1 qualifications are subject to preliminary examination by the construction authoritiesat the provincial level and final approval of the Ministry of Construction. A class 1 realestate developer is not restricted as to the scale of its real estate projects and may undertakea real estate development anywhere in the country.

� Class 2 or lower qualifications are regulated by the construction authorities at the provinciallevel subject to delegation to lower level government agencies. A real estate developer ofclass 2 or lower may undertake a project with a gross floor area of less than 250,000 sq.m.subject to confirmation by the construction authorities at the provincial level.

Under the relevant PRC laws and regulations, the real estate development authorities will examineapplications for registration of qualifications submitted by real estate developers by considering theprofessional personnel in their employ, financial condition and operating results. A real estate developerthat passes the qualification examination will be issued a qualification certificate of the relevant classby the qualification examination authority. A developer of any qualification classification may onlyengage in the development and sale of real estate within its approved scope of business and may notengage in business which is limited to another classification.

For a newly established real estate developer, the real estate development authority will issue aprovisional qualification certificate, if it is an eligible developer, within 30 days of receipt by theauthority of the application. The provisional qualification certificate will be effective for one year fromits date of issuance and may be extended for a period of no longer than two years with the approval ofthe real estate development authority. The real estate developer must apply for qualificationclassification to the real estate development authority within one month before expiration of theprovisional qualification certificate.

A developer of any qualification classification may only engage in the development and sale ofproperty within its approved scope of business and may not engage in business which is restricted toanother classification. A class 1 property developer is not restricted as to the scale of property projectto be developed and may undertake a property development project anywhere in the country. A class 2property developer or lower may undertake a project with a gross floor area of less than 250,000 sq.m.and the specific scope of business shall be restricted to those agreed by the construction authority ofthe relevant province, autonomous region or municipality. Pursuant to the Provisions on Administrationof Qualifications, the qualification of a property developer shall be inspected annually. The constructionauthority under the State Council or its authorized institution is responsible for the annual inspection ofa class 1 property developer’s qualification. Procedures for annual qualification inspection withdevelopers of class 2 or lower shall be formulated by the construction authority of the relevantprovince, autonomous region or municipality.

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Development of a Real Estate Project

On June 28, 2017, MOFCOM and NDRC jointly issued the revised Guidance Catalog effectivefrom July 28, 2017, according to which, foreign investment is permitted in the real estate developmentindustry. However, the foreign investors, as well as the domestic investors, are still restricted frominvesting in the construction and operations of large theme parks and prohibited from constructing golfcourses and villas according to relevant PRC laws and regulations. According to the Measures for theAdministration of Approval and Filing of Foreign Investment Projects（《外商投資項目核准和備案管理辦法》）promulgated by NDRC in May 2014, effective on June 2014 and revised on December 27, 2014,approval of NDRC is required for each restricted project which has total investment (including capitalincrease) of not less than US$300 million. Approval by provincial government is required for each ofrestricted projects which has total investment (including capital increase) of less than US$300 millionas specified in the Catalog for the Guidance of Foreign Investment Industries (Revised in 2017)（《外商投資產業指導目錄》（2017年修訂））. Pursuant to the Special Administrative Measures (Negative List) forForeign Investment Access (2020 Version)（外商投資准入特別管理措施（負面清單）（2020年版）whichsubstitutes the Negative List catalogue of the [2019] the Special Administrative Measures on Access toForeign Investment (Negative List) (2019 Version) (Order No.25 of the National Development andReform Commission and the Ministry of Commerce)（《外商投資准入特別管理措施（負面清單）（2019年版）》）revision of the Catalogue of Industries for Guiding Foreign, foreign investment in the real estateindustry and the construction and operation of villas are not within the scope of special administrativemeasure but which shall be subject to the same restricted measures as such investments by domesticinvestors. Furthermore, other foreign investment projects listed in Item (1) to Item (10) of the Catalogof Investment Projects Subject to Governmental Approval (2016 Edition)（《政府核准的投資項目目錄》（2016年本）shall be approved as per the provisions of Item (1) to Item (10) of the Catalog. Except theforeign investment projects listed in the Catalog of Investment Projects Subject to GovernmentalApprovals (2016 Edition)（《政府核准的投資項目目錄》（2016年本））, other foreign investment projects shallbe filed with local government.

Under the Interim Regulations of the People’s Republic of China on Grant and Assignment of theUse Right of State-owned Urban Land（《中華人民共和國城鎮國有土地使用權出讓和轉讓暫行條例》）promulgated by the State Council on May 19, 1990, China adopted a system to grant and assign theright to use state-owned land. A land user must pay a land premium to the state as consideration for thegrant of the right to use a land site within a specified period of time, and the land user may assign,lease out, mortgage or otherwise commercially exploit the land use rights within the term of use. Underthe relevant PRC laws and regulations, the land administration authority at the city or county level mayenter into a land grant contract with the land user to provide for the grant of land use rights. The landuser must pay the land premium as provided by the land use rights grant contract. After payment in fullof the land premium, the land user may register with the land administration authority and obtain a landuse rights certificate which evidences the acquisition of land use rights. The relevant PRC laws andregulations provide that land use rights for a site intended for real estate development must be obtainedthrough a grant except for land use rights which may be obtained through premium-free allocation bythe PRC government pursuant to the PRC laws or the stipulations of the State Council.Government-allocated land is not allowed to be transferred unless the transfer is approved by therelevant PRC government authorities and the land premium as determined by the relevant PRCgovernment authorities has been paid.

The Interim Regulations of the People’s Republic of China on Grant and Assignment of the UseRight of State-owned Urban Land prescribe different maximum terms of land use rights for differentpurposes as follows:

Purposes for use of LandMaximum term

(years)

Commercial, tourism, entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Educational, scientific, cultural, public health and sports . . . . . . . . . . . . . . . . . . . . . 50Comprehensive utilization or others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

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When carrying out the feasibility study for a construction project, the construction or thedeveloper entity must make a preliminary application for construction on the relevant site to therelevant land administration authority in accordance with the Measures for Administration ofExamination and Approval for Construction Sites（《建設用地審查報批管理辦法》）promulgated by theMinistry of Land and Resources in March 1999 and amended on November 30, 2010 and November 29,2016, and the Measures for Administration of Preliminary Examination of Construction Project Sites（《建設項目用地預審管理辦法》）promulgated by the Ministry of Land and Resources in July 2001, as

amended in December 2004, January 2009 and November 2016. After receiving the preliminaryapplication, the land administration authority will carry out preliminary examinations of various aspectsof the construction project in compliance with the overall zoning plans and land supply policy of thegovernment, and will issue a preliminary approval in respect of the project site if its examinationproves satisfactory. The land administration authority at the relevant city or county will sign a land userights grant contract with the land user and issue an approval for the construction site to theconstruction entity or the developer.

According to the Urban Real Estate Administration Law（《城市房地產管理法》）, promulgated by theStanding Committee of the National People’s Congress in July 1994, as was amended in August 2007,August 2009 and September 2012, and varied in February 2015 and August 2019 (effective in January2020), a land user who obtains land use rights under the grant system must develop the land inaccordance with the purposes for which the land is acquired and must commence the developmentwithin the time frame agreed to under the land grant contract. If the land user fails to commencedevelopment and construction within one year of the construction commencement date stipulated in theland grant contract, then the local land administration authority may impose a fine on the land user an“idle land fee” of up to 20% of the land premium agreed. If the land user fails to commencedevelopment of the relevant land after two years from the deadline set forth in the land grant contract,the land user’s land use right may be forfeited. However, the foresaid penalties do not apply if thefailure to commence development and construction is due to force majeure or caused by governmentactions.

Under the Measures for Control and Administration of Grant and Assignment of Right to UseUrban State-owned Land（《城市國有土地使用權出讓轉讓規劃管理辦法》）promulgated by the Ministry ofConstruction in December 1992, as amended in January 2011, the grantee under a land grant contract,i.e. a real estate developer, must further apply for a permit for construction site planning from therelevant municipal planning authority. After obtaining such permit, a real estate developer will organizethe necessary planning and design work. Planning and design proposals in respect of a real estatedevelopment project are again subject to relevant reporting and approval procedures required under theLaw of the People’s Republic of China on Urban and Rural Planning（《中華人民共和國城鄉規劃法》）promulgated by the Standing Committee of the National People’s Congress in October 2007 and revisedin April 2015 and April 2019, and local statutes on municipal planning. Upon approval by theauthorities, a permit for construction works planning will be issued by the relevant municipal planningauthority.

In accordance with the Regulations for the Expropriation of Compensation for Housing on State-owned Land（《國有土地上房屋徵收與補償條例》）promulgated by the State Council and implemented inJanuary, 2011, with regard to the expropriation of the housing of entities and individuals on theState-owned land for the need of public interest, the owners of the housing being expropriated shall beoffered a fair compensation.

Compensation offered by governments at municipal and county levels that make housingexpropriation decisions regarding parties with housing being expropriated includes: (i) compensation forthe value of the housing being expropriated; (ii) compensation for relocation and temporary settlementcaused by expropriation of housing; and (iii) compensation for the loss arising from the suspension ofproduction and operation caused by expropriation of housing.

The amount of compensation for the value of housing being expropriated may not be less than themarket price of the real estate similar to it on the announcement date of the housing expropriationdecision. The value of housing being expropriated must be appraised and determined by a real estateprice appraisal institution with corresponding qualifications according to the housing expropriation

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appraisal measures. A party that objects to the appraised value of the housing being expropriated mayapply to the real estate price appraisal institution for review of the appraisal. A party that objects to thereview result may apply to the real estate price appraisal expert committee for authentication.

The parties whose housing is being expropriated may choose monetary compensation, or maychoose to exchange the property rights of the housing. If the parties whose housing is beingexpropriated choose to exchange the property rights of the housing, governments at municipal andcounty levels must provide housing used for the exchange of property rights, and calculate and settlethe difference between the value of housing being expropriated and the value of housing used for theexchange of property rights. If residential housing of an individual is expropriated due to renovation ofan old urban district and the individual chooses to exchange for the property rights of the housing inthe area being renovated, governments at municipal and county levels that make housing expropriationdecisions must provide the housing in the area being renovated or the nearby area.

When the site has been properly prepared and is ready for the commencement of constructionworks, the developer must apply for a permit for commencement of works from the constructionauthorities at or above the county level according to the Measures for Administration of GrantingPermission for Commencement of Construction Works（《建築工程施工許可管理辦法》）promulgated by theMOHURD in June 2014, effective on October 25, 2014 as amended on September 28, 2018. Accordingto the Notice Regarding Strengthening and Regulating the Administration of Newly-commencedProjects（《國務院辦公廳關於加強和規範新開工項目管理的通知》）issued by the General Office of the StateCouncil on November 17, 2007, before commencement of construction, all kinds of projects shall fulfillcertain conditions, including, among other things, compliance with the national industrial policy,development plan, land supply policy and market access standard, completion of all approval and filingprocedures, compliance with zoning plan in terms of site and planning, completion of proper land useprocedures and obtaining proper environmental valuation approvals and construction permits or reports.

The development of a real estate project must comply with various laws and legal requirements onconstruction quality, safety standards and technical guidance on architecture, design and constructionwork, as well as provisions of the relevant contracts. On January 30, 2000, the State Councilpromulgated and implemented the Regulation on the Quality Management of Construction Projects（《建設工程質量管理條例》）, varied in February 2003, May 2004, January 2014, February 2015, October 2015,December 2016, October 2017 and April 2019, respectively, which sets the respective qualityresponsibilities and liabilities for developers, construction companies, reconnaissance companies, designcompanies and construction supervision companies. In August 2008, the State Council issued theRegulations on Energy Efficiency for Civil Buildings（《民用建築節能條例》）, which reduces the energyconsumption of civil buildings and improves the efficiency of the energy utilization. According to thisregulation, the design and construction of new buildings must meet the mandatory criteria on energyefficiency for buildings, and failure to meet such criteria will result in no commencement ofconstruction or acceptance upon completion. Among other things, this regulation sets forth additionalrequirements for property developers in the sale of commodity buildings in this respect. Aftercompletion of construction works for a project, the real estate developer must organize an acceptanceexamination by relevant government authorities and experts according to the Provisions on Inspectionupon Completion of Buildings and Municipal Infrastructure promulgated by Ministry of Housing andUrban-Rural Development（《房屋建築和市政基礎設施工程竣工驗收規定》）on December 2, 2013, and filewith the construction authority at or above the county level where the project is located within 15 daysof the construction being qualified for the acceptance examination according to the ProvisionalMeasures for Reporting Details Regarding Acceptance Examination Upon Completion of Buildings andMunicipal Infrastructure（《房屋建築和市政基礎設施工程竣工驗收備案管理辦法》）promulgated by theMinistry of Construction in April 2000 and amended in October 2009. The inspection upon completionof constructing, expanding and reconstructing various buildings and municipal infrastructure shouldabide by the Provisions on Inspection upon Completion of Buildings and Municipal Infrastructurepromulgated by Ministry of Housing and Urban-Rural Development on December 2, 2013（《房屋建築和市政基礎設施工程竣工驗收規定》）. Construction projects cannot be inspected upon completion until theyfulfill relevant requirements, including, but not limited, to the constructing unit having paid fees due tothe project in accordance with the contract, holding the warranty certificate for the quality of buildingsigned by the related constructing unit, and completing correction of all issues ordered to be correctedby the competent department in charge of construction and the institution in charge of supervising thequality of construction projects. The developer must also report details of the acceptance examination

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according to the Interim Measures for Reporting Details Regarding Acceptance Examination uponCompletion of Buildings and Municipal Infrastructure（《房屋建築和市政基礎設施工程竣工驗收備案管理辦法》）promulgated by the Ministry of Construction in April 2000 and amended by Ministry of Housingand Urban-Rural Development in October 2009. A real estate development project may not be delivereduntil and unless it has satisfactorily passed the necessary acceptance examination. Where a propertyproject is developed in phases, an acceptance examination may be carried out for each phase uponcompletion.

In China, there are two registers of property interests. Land registration is effected by the issue ofland use rights certificates by the relevant authorities to the land users. Land use rights may beassigned, mortgaged or leased. The building registration is effected by the issue of property ownershipcertificates to the property owners. Property or building ownership rights are only related to thebuilding or improvements erected on the land. Under the PRC laws and regulations, all land use rightsand property ownership rights that are duly registered are protected by law. Most cities in Chinamaintain separate registries for the registration. However, Shenzhen, Shanghai, Guangzhou and someother major cities have a consolidated registry for both land use rights and the property ownershipinterests for the building erected on the relevant land.

Land for Property Development

In April 1988, the National People’s Congress amended the PRC Constitution to permit thetransfer of land use rights in accordance with the laws and regulations. In December 1988, the StandingCommittee of the National People’s Congress amended the Land Administration Law（《中華人民共和國土地管理法》）, which was revised in August 2004, January 2014 and February 2015, and varied inDecember 2016 and January 2020, to permit the transfer of land use rights in accordance with the lawsand regulations.

Pursuant to the Measures on Disposal of Idle Land（《閒置土地處置辦法》）promulgated by theMinistry of Land and Resources on April 28, 1999, amended on June 1, 2012, idle land fees may beimposed on land that has not been developed for one year from the contractual constructioncommencement date. Land use rights may be forfeited to the government without compensation to thedeveloper if the land has not been developed for two years as required by the laws and regulations, andallotted for other purposes. Under current PRC laws and regulations on land administration, land forproperty development may be obtained only by grant except for land use rights obtained throughallocation. Under the Regulations on the Grant of State-owned Land Use Rights Through Public Tender,Auction and Listing-for-Sale（《招標拍賣掛牌出讓國有土地使用權規定》）promulgated by the Ministry ofLand and Resources in May 2002 and amended and renamed as the Regulations on the Grant ofState-owned Construction Land Use Rights through Public Tender, Auction and Listing-for-Sale（《招標拍賣掛牌出讓國有建設用地使用權規定》）in September 2007, land for industrial use, commercial use,tourism, entertainment, commodity housing development and other profit-oriented use and land withtwo or more persons intending to make use of such land must be granted by public tender, auction orlisting-for-sale. Under these regulations, the relevant land administration authority at city or countylevel, or the grantor, is responsible for preparing the public tender, auction or listing-for-sale documentsand must make an announcement 20 days prior to the day of public tender, auction or listing-for-salewith respect to the particulars of the land parcel and the time and venue of the public tender or auction.

The grantor must also verify the qualification of the bidding and auction applicants, accept anopen public auction to determine the winning tender or hold an auction to ascertain a winning bidder.The grantor and the winning tender or bidder will then enter into a confirmation followed by theexecution of a contract for assignment of state-owned land use rights. Over the years, the Ministry ofLand and Resources has promulgated further rules and regulations to define the various circumstancesunder which the state-owned land use rights may be granted by means of public tender, auction andlisting-for-sale or by agreement. Under the Regulation on Grant of State-owned Land Use Rights byAgreements（《協議出讓國有土地使用權規定》）promulgated by the Ministry of Land and Resources onJune 11, 2003, except for a project that must be granted through tender, auction and listing as requiredby the relevant laws and regulations, land use rights may be granted through transfer by agreement andthe land premium for the transfer by agreement of the state-owned land use right shall not be lowerthan the benchmark land price regulated by the State.

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The Urgent Notice on Further Governing and Rectifying Land Market and StrengtheningAdministration of Land（《關於深入開展土地市場治理整頓嚴格土地管理的緊急通知》）issued by the GeneralOffice of the State Council on April 29, 2004 restated the principle of strict administration of theapproval process for construction land and protection of basic farmland.

In accordance with the Opinion on the Work of Stabilising Housing Prices（《關於做好穩定住房價格工作的意見》）issued on April 30, 2005, (i) the local government should focus on ensuring the supply oflow-to medium-end ordinary residential houses while controlling the construction of high-endresidential houses; (ii) a business tax would be levied from June 1, 2005 on the total revenue arisingfrom any transfer by individuals of houses within two years of their purchase thereof or on thedifference between the transfer price and the original price for any transfer of non-ordinary houses（非普通住房）by individuals after two or more years from their initial purchase thereof; and (iii) the real

estate registration department will no longer register the transfer of apartment units which are pre-soldwhere such units have not obtained the relevant property ownership certificates.

On July 13, 2006, the General Office of the State Council issued the Notice Regarding RelevantMatters on Establishing the State Land Supervision System（《國務院辦公廳關於建立國家土地督察制度有關問題的通知》）. In accordance with this notice, the Ministry of Land and Resources established the StateLand Supervision General Office（國家土地總督察辦公室）and sent its local counterpart, the State LandSupervision Bureau（國家土地督察局）, to strengthen the supervision and management of land, and tomanage the land as strictly as possible.

The Notice on Issues Relating to Strengthening the Land Control（《關於加強土地調控有關問題的通知》）promulgated by the State Council on August 31, 2006 sets forth the administration of the receiptand disbursement of the land premium, modifies the tax policies relating to the construction land, andbuilds up the system of publicity for the standards of the lowest price with respect to the granted useright of state-owned construction land for industrial use.

On January 19, 2007, the Ministry of Finance and State Taxation Administration issued a Noticeabout Implementing the Decision of the State Council on Amending the Interim Regulations of thePeople’s Republic of China on Urban and Town Land Use Tax（《關於貫徹落實國務院關於修改〈中華人民共和國城鎮土地使用稅暫行條例〉的決定的通知》）. The notice increases the annual urban and town land use taxand imposes such land use tax on foreign-invested enterprises.

In March 2007, the National People’s Congress adopted the PRC Property Rights Law（《中華人民共和國物權法》）, which became effective on October 1, 2007 and will be superseded by the Civil Law ofthe PRC（《中華人民共和國民法典》）since January 1, 2021. According to the Property Rights Law, whenthe term of the right to use construction land for residential (but not other) purposes expires, it will berenewed automatically. Unless it is otherwise prescribed by law, the owner of construction land userights has the right to transfer, exchange, and use such land use rights as equity contributions orcollateral for financing. If the State takes the premises owned by entities or individuals for publicinterest, it must compensate the property owners in accordance with law and protect the lawful rightsand interests of the property owners.

In September 2007, the Ministry of Land and Resources amended the Regulations on the Grant ofState-owned Land Use Rights through Public Tender, Auction and Listing-for-Sale（《招標拍賣掛牌出讓國有土地使用權規定》）and renamed it as the Regulations on the Grant of State-owned Construction LandUse Rights through Public Tender, Auction and Listing-for-Sale（《招標拍賣掛牌出讓國有建設用地使用權規定》）, requiring that land for industrial use, except land for mining, must also be granted by publictender, auction and listing-for-sale. Only after the grantee has paid the land premium in full under theland grant contract can the grantee apply for the land registration and obtain the land use rightscertificates. Furthermore, land use rights certificates may not be issued in proportion to the landpremium paid under the land grant contract.

In October 2007, the Standing Committee of National People’s Congress promulgated the Law ofthe People’s Republic of China Urban and Planning（《中華人民共和國城鄉規劃法》）, amended in April2015 and April 2019, pursuant to which a construction planning permit must be obtained from therelevant urban and rural planning government authorities for building any structure, fixture, road,pipeline or other engineering project within an urban or rural planning area.

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In November 2007, the Ministry of Land and Resources, the Ministry of Finance (“MOF”) andPBOC jointly promulgated the Administration Measures on Land Reserves（《土地儲備管理辦法》）,amended in January 2018, pursuant to which local authorities should reasonably decide the scale ofland reserves in accordance with the macro-control of the land market. Idle, unoccupied, andlow-efficient state-owned construction land inventory shall be used as land reserves in priority.

On December 30, 2007, the General Office of the State Council issued the Notice on the StrictImplementation of the Laws and Policies Regarding Rural Collective Construction Land（《國務院辦公廳關於嚴格執行有關農村集體建設用地法律和政策的通知》）. This notice states that residential land in ruralareas shall be allocated only to residents of the relevant village residing in the area, and that no urbaninhabitants shall be permitted to purchase any homesteads, peasants’ dwellings or “houses with limitedproperty rights” in rural areas. No organization or individual shall be permitted to illegally rent oroccupy any land collectively owned by peasants for the development of real estate.

In November 2009, the MOF, the Ministry of Land and Resources, PBOC, the PRC Ministry ofSupervision and the PRC National Audit Office jointly promulgated the Notice on Further Enhancingthe Revenue and Expenditure Control over Land Grant（《關於進一步加強土地出讓收支管理的通知》）. TheNotice raises the minimum down payment for land premiums to 50% and requires the land premium tobe fully paid within one year of the signing of a land grant contract, subject to limited exceptions. Anydeveloper defaulting on any such payment may not participate in any new transactions of land grantduring such default period.

In November 2009, the Ministry of Housing and Urban-Rural Development and the Office of theLeading Group for Addressing Problems Regarding Unauthorized Change of Planning and Adjustmentof the Floor Ratio in Real Estate Development under the Ministry of Supervision jointly promulgatedthe Notification on Further Unfolding of the Special Project to Address Problems RegardingUnauthorized Change of Planning and Adjustment of the Floor Area Ratio（《關於深入推進房地產開發領域違規變更規劃調整容積率問題專項治理的通知》）which re-emphasized the need to rectify, investigate andpunish real estate developing companies committing any unauthorized adjustment of the floor area ratio.

In March 2010, the Ministry of Land and Resources promulgated the Notification on IssuesRelating to Strengthening the Supply and Regulation of the Land for Real Estate Development（《關於加強房地產用地供應和監管有關問題的通知》）which adopted measures to improve the regulation of land forreal estate development. These include, among others, measures to improve the preparation andimplementation of the plan of land supply, guarantee the supply of land for supportive housingdevelopment, improve the regime of public tender, auction and list-for-sale of land use right, enhancethe supervision on the use of land, disclose information on the supply and grant of land and the statusof the construction project on the land to the public, and conduct special inspection on outstandingproblems in the field of land use.

Pursuant to the notification, the administration of land and resources of cities and counties shallestablish a regime for developers to report the commencement and completion of construction projects.Under such regime, the developer shall report in writing to the respective administration of land andresources at the commencement and completion of the construction project. The commencement andcompletion date of construction set forth in the agreements may be postponed by reporting the reasonsof delay to the respective administration of land and resources no later than 15 days prior to theexpiration.

The developer who fails to report accordingly shall be announced to the public and prohibitedfrom participating in any new transactions of land grant for at least one year. Additionally, the landused for developing supportive housing, small-to-medium-size self-used residential commodity housingand reconstructing shanty towns shall not be less than 70% of the total land supply for residentialproperty development. The lowest land premium for the grant of land use right shall not be lower than70% of the benchmark price for the land grade the granted land locates, and the deposit for theparticipation of tender shall not be lower than 20% of the lowest land premium. The land grantagreement shall be executed in writing within 10 days of the deal being reached, the down payment ofthe land grant price which shall not be less than 50% of the full land grant price shall be paid withinone month of the land grant agreement being executed, and the land grant price shall be paid in full nolater than one year after the land grant agreement is executed. A developer who defaults on the payment

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of the land premium, holds idle land, hoards or speculates in land, develops property on the landexceeding its actual development capacity or defaults on the performance of the land grant agreementshall be banned from participating in any transactions of land grant for a certain period.

On September 21, 2010, the Ministry of Land and Resources and the Ministry of Housing andUrban-Rural Development (“MOHURD”) jointly promulgated the Notice of Further StrengtheningControl and Regulation of Land and Construction of Property Development（《關於進一步加強房地產用地和建設管理調控的通知》）, which stipulated, among other things, that (i) at least 70% of land designatedfor construction of urban housing must be used for economically affordable housing, housing forresettlement of shanty towns and small to medium-sized ordinary commercial housing; in areas withhigh housing prices, the supply of land designated for small to medium-sized, price-capped housingmust be increased; (ii) developers and their controlling shareholders (as defined under PRC laws) areprohibited from participating in land biddings before the rectification of certain misconduct, including(1) illegal transfer of land use rights; (2) failure to commence required construction within one year ofthe delivery of land under land grant contracts due to such developers’ own reasons; (3)non-compliance with the land development requirements specified in land grant contracts; and (4)crimes such as swindling land by forging official documents and illegal land speculation; (iii)developers are required to commence construction within one year of the date of delivery of land underthe relevant land grant contract and complete construction within three years since commencement ofthe construction; (iv) development and construction of projects of low-density and large-sized housingmust be strictly limited and the plot ratio of the planned GFA to the total site area of residentialprojects must be more than 1:1; and (v) the grant of two or more bundled parcels of lands andundeveloped land is prohibited.

In December 2010, the Ministry of Land and Resources promulgated the Notice on StrictImplementation of Policies Regarding Regulation and Control of Real Property Land and Promotion ofthe Healthy Development of Land Markets（《關於嚴格落實房地產用地調控政策促進土地市場健康發展有關問題的通知》）, which provides, among other things, that: (i) cities and counties that have less than 70% oftheir land supply designated for social security housing projects, housing for redevelopment of shantytowns or small/medium residential units must not provide land for large-sized and high-end housingbefore the end of 2010; (ii) land and resource authorities in local cities and counties will report to theMinistry of Land and Resources and provincial land and resource authorities, respectively, regardingland with a premium rate of more than 50%; and (iii) land designated for affordable housing which isused for commodity property development against relevant policies or involved illegal income will beconfiscated and the relevant land use rights will be withdrawn. Moreover, changing the plot ratiowithout approval is strictly prohibited.

The Department of Land and Resources of Guangdong Province issued the Notice on theGuangdong Province Land Requisition Compensation and Protection Standards, which was revised andadjusted in 2016（《廣東省徵地補償保護標準2016修訂調整》）and became effective on September 23, 2016.This notice sets new standards for land requisition compensation and protection for different regions inGuangdong province.

In addition to the general framework for transactions relating to land use rights set out in theurban land regulations, local legislation may provide for additional requirements, including thoseapplicable to specific transactions within specific areas relating to the grant and transfer of land userights. These local regulations are numerous and some of them are deemed to be inconsistent withnational legislation. Under PRC law, national laws and regulations prevail when such inconsistenciesarise.

On May 23, 2012, the Ministry of Land and Resources and NDRC jointly issued a Circular on theDistribution of the Catalog for Restricted Land Use Projects (2012 Version) and the Catalog forProhibited Land Use Projects (2012 Version)（《關於發佈實施〈限制用地項目目錄（2012年本）〉和〈禁止用地項目目錄（2012年本）〉的通知》）. In this Circular, the Ministry of Land and Resources has set forth a ceilingfor the land granted by local governments for development of commodity housing as follows: sevenhectares for small cities and towns, 14 hectares for medium-sized cities, 20 hectares for large cities;and the plot ratio of the project shall not be lower than 1.0.

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On February 15, 2012, the Ministry of Land and Resources promulgated the Notice onAccomplishment of Real Estate Land Administration and Control in 2012（《國土資源部關於做好2012年房地產用地管理和調控重點工作的通知》）. The notice provides that:

� The real estate control policy shall be firmly performed and the key tasks shall beclarified.

The real estate land administration and control is confronting fundamental requirements andkey tasks that the control policy by central government shall be strictly implemented and thesupervision and control shall be strengthened, while the price of real estate and land shall bestable and reasonable.

� The real estate land supply shall be properly managed for the purpose of the welfare ofthe masses.

Relevant authorities shall compile the annual supply plan of land for residential purposes ofyear 2012 from a scientific and reasonable perspective. The planned land supply quantityshall be no smaller than the average quantity of the recent five years, no less than 70% ofwhich shall be designated for social security housing projects, housing for redevelopment ofshanty towns and small/medium residential units. The supply of land for social securityhousing projects shall be guaranteed. The supply of high-end housing land shall be strictlycontrolled and no land shall be permitted for the development of villas.

� The land supply for social security housing projects shall be guaranteed.

The construction land permission procedure for social security housing projects shall beaccelerated.

� Unlawful acts shall be strictly punished and the development and construction shall bevigorously encouraged.

Unlawful acts, including any of the following ones, shall be prohibited: a land use right isgranted over a parcel of land where the land area exceeds the size approved by the relevantcompetent authorities; more than one parcel of land is granted to the same bidder at thesame time; a land use right is granted over a parcel of land where the demolition ofbuildings erected on such land has not been carried out or the occupants of such land havenot been compensated for the demolition and resettlement; a land use right is granted over aparcel of land with a plot ratio of less than one. A reporting system shall be implementedaccording to which, when concluding a land grant contract, a provision providing land usersreport to land and resources authorities in a written form before or at the commencementand completion of a project.

� Supervision analysis and media propaganda shall be strengthened to provide a positiveguidance towards the market.

Relevant local departments shall strengthen the supervision over land price. A record filingsystem of abnormal land purchases shall be implemented and improved.

On June 1, 2012, the Ministry of Land and Resources amended the Measures on Disposal ofIdle Land（《閒置土地處置辦法》）, which were originally published in April 1999. Thisamendment includes the following significant changes or new provisions.

� Emphasizing the key purposes of regulating idle land.

The current version of Measures on Disposal of Idle Land re-emphasize the importance ofsuppressing intentional reservations of land for the purpose of resale. For example, itprovides that if the real estate developer intentionally delays the commencement ofconstruction and development for the purpose of reserving the land for resale in bad faith,and before the condition of such land is reviewed and disposed of by the government, the

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government should neither accept new applications for land use by the same land use rightsholder nor register the status of transfer, lease, mortgage or information change of the landconsidered to be idle.

� Readdressing the disposal method of idle land.

Consistent with the April 1999 version, the amended Measures on Disposal of Idle Landonce again addressed the method of disposal of idle land. If the real estate developer fails tocommence the construction and development of the land for one year, the government shouldissue the Notice on Imposition of Land Idleness Penalty Fees to the holder of the land useright. The penalty fees should be 20% of the price that the holder paid for obtaining the landuse right. If the holder of land use rights failed to commence the construction anddevelopment of the land for two years, the government should issue the Notice on Decisionof Withdrawal of Land Use Right to the holder, thereby withdrawing the holder’s right touse the land for free. However, compared with the 1999 version, the amended Measures onDisposal of Idle Land specify the procedure for determining and disposing of idle land,including:

Once the relevant governmental authority suspects that a tract of land has become idle, itshould initiate investigation within 30 days therefrom and issue a “notice on investigation ofidle land” to the holder of the land use right. The holder of the land use right should submitexplanatory materials about the development condition and reason for land idleness to thegovernment within 30 days of the receipt of such notice.

After investigation, if the government decides that the investigated land has become idle, itshould issue a “notice on confirmation of idle land” to the investigated holder of land userights, which will specify the facts and grounds for determining that the land concerned hasbecome idle. Relevant information of the idle land will also be published on thegovernmental authority’s official website after issuance of such notice.

If the idleness of land was caused by the real estate developer rather than the government,the governmental authority is entitled to impose penalty fees for the idleness or evenwithdraw the decision for granting the land use right. However, before such penaltydecisions are made, the government should notify the holder of the land use rights that theholder has the right to request a hearing.

Once the government decides to impose penalty fees for land idleness, it should issue a“notice on imposition of land idleness penalty fees” to the holder of the land use rights, andthe owner should pay the penalty fees within 30 days of the receipt of the notice. If thegovernment decides to withdraw the decision for granting land use right, the governmentshould issue a “notice on decision of withdrawal of land use rights” to the holder, and theholder should cancel the registration of its land use rights from the government’s recordwithin 30 days of its receipt of such notice.

� Specifying the circumstances where the delay of commencement of construction anddevelopment was caused by the government.

If the delay of commencement of construction and development was caused by thegovernment, the real estate developer will not be directly subject to penalties for delayscaused by the developer itself. The amended Measures on Disposal of Idle Land specify thefollowing circumstances where the delay of commencement of construction and developmentis considered to be caused by the government:

1. where the land fails to be delivered to the holder of the land use rights in accordancewith the time limit and conditions as prescribed in the land transfer contract or theland allocation decision, with the result that the conditions for commencing theconstruction and development of the project are not met;

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2. where relevant land-use planning is modified, with the result that the owner of the landuse rights cannot commence construction and development;

3. where the land-use planning and construction conditions need to be modified in thelight of new policies issued by the government;

4. where the construction and development of the land cannot be commenced due tocomplaints lodged by the general public in connection with the land;

5. where the construction and development of the land cannot be commenced due tomilitary control or protection of historic and cultural relics; and

6. where other acts of any government or government agency cause the delay.

On November 5, 2012, the Ministry of Land and Resources, the MOF, PBOC and CBRC jointlypromulgated the Notice on Strengthening Land Reserves and Financing Administration（《關於加強土地儲備與融資管理的通知》）in order to strengthen land reserve institutions’ administration, determine thereasonable scale and structure of land reserve, strengthen the administration of land pre-development,reservation and protection, and regulate the financing of land reserve institutions and the use of landreservation funds. On February 2, 2016, the Ministry of Land and Resources, the MOF, PBOC andCBRC jointly promulgated the Notice on Regulating Land Reserves and Financing Administration（《關於規範土地儲備和資金管理等相關問題的通知》）which requires to remove redundant local land reserveinstitutions and further regulates the administration of land reserve as well as the use of landreservation funds.

Pursuant to the policy measures formulated in the State Council executive meeting on February20, 2013 for strengthening the regulation on the real estate market, the PRC government haspromulgated its latest policy to take measures to deter real estate purchases of speculative nature, toincrease supply of ordinary commodity housing and land, and to speed up the planning and constructionof affordable housing projects, as well as to strengthen the real estate market supervision. Pursuant tothe 2013 Notice, the measures to be taken include continuation of the strict implementation of measureson the restriction of purchase of commodity houses, continuation of strict implementation of differenthousing credit policies, continuation of supply of small to medium-sized ordinary properties and land,enhancement of the information system relating to house ownership, imposition of individual incometax at the rate of 20% on the transfer income (as defined under the income tax and regulations) fromsale of self-owned residential properties, and acceleration of the planning and construction of affordablehousing projects. The 2013 Notice also requires regional and other governmental department to set upmeasures to guard against risks of real estate developers’ breach of contracts or illegal ornon-compliance actions in the property investment and development. Subsequent to the issuance of the2013 Notice, local governments (such as those in Beijing, Shanghai, Shenzhen and Shenyang) havepromulgated detailed measures to implement the 2013 Notice. Given that the above new policymeasures under the 2013 Notice are mainly aimed at regulating the residential property market, and theexisting properties or project of the Group are commercial properties, the Directors believe that suchnew policy measures will not have a significant impact on the business and operations of the Group.

From September 30, 2016 to date, Beijing, Tianjin, Suzhou, Chengdu and other cities have issuednew property market control policies, including restoring the restriction on purchases of residentialproperties and tightening credit policy. To promote the stable and healthy development of the real estatemarket in Beijing, among other measures, a new policy was adopted. This new policy requires thegovernment to set a ceiling price for land granting and when bidders all bid at the ceiling price, thebidder with the lowest proposed property selling price would win the land.

On February 13, 2017, the Asset Management Association of China issued the “No. 4Administrative Rules for the Filing of Private Equity and Asset Management Plans Issued by Securitiesand Futures Institutions”（《證券期貨經營機構私募資產管理計畫備案管理規範第4號》）which suspends filingsby securities and futures institutions for private equity and asset management plans investing in theordinary residential real estate projects located in 16 cities in China, including Beijing, Shanghai,Guangzhou, Hefei, Suzhou, Hangzhou, Tianjin, Wuhan and Chengdu. It also prevents private equity and

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asset management plans from funding real estate development enterprises to make payment for landpremiums or providing real estate development enterprises with working capitals by means of, amongothers, entering into entrusted loans and trust plans and transferring beneficial rights of assets.

The MOHURD and the Ministry of Land and Resources jointly issued the “Circular of RelevantWork on Strengthening the Recent Administration and Control of Housing and Land Supply”（《關於加強近期住房及用地供應管理和調控有關工作的通知》）dated April 1, 2017 which provides, among others, thatcities and counties that have more than one million inhabitants should make three-year (2017-2019) anda five-year (2017-2021) plans for housing land supply, and make the plans public by the end of June2017. The circular further requires that local governments should adjust the size, structure and timingof land supply for residential housing in due course based on the period of depleting commodityresidential housing inventory. For example, if the above period is longer than 36 months, no more landis to be supplied; if the said period is over 18 months but shorter than 36 months, land supply shall bereduced in size; if the said period is longer than six months but shorter than 12 months, more land shallbe provided; however, if the current inventory could be sold in less than six months, land supply shallincrease significantly within a short amount of time. In addition, the circular stipulates that localauthorities should adopt the examination system of land acquisition capital to insure that the propertydevelopers use internal funds to acquire lands and that, if the land bid capital originate from aquestionable source, the property developers shall be disqualified and prohibited from bidding for landfor a designated time.

On May 19, 2018, the Ministry of Housing and Urban-Rural Development promulgate the Circularon Further Maintaining Effective Regulation of the Real Estate Market（關於進一步做好房地產市場調控工作有關問題的通知）, which provided that the proportion of residential land shall be enhanced in certaincities and the proportion of residential land in urban construction land is recommended to be not lessthan 25%.

Sale of Commodity Houses

Under the Measures for Administration of Sale of Commodity Houses（《商品房銷售管理辦法》）promulgated by the Ministry of Construction (the predecessor of MOHURD) in April 2001, sale ofcommodity houses can include both sales before the completion of the properties, or pre-sale, and salesafter the completion of the properties.

Any pre-sale of commodity buildings must be conducted in accordance with the Measures forAdministration of Pre-sale of Commodity Buildings in Urban Area（《城市商品房預售管理辦法》）promulgated by the Ministry of Construction in November 1994, as amended in August 2001 and July2004, and other related regulations. The pre-sale regulations provide that any pre-sale of commodityproperties is subject to specified procedures. According to the current PRC laws and regulations, apre-sale permit must be in place before a commodity building may be put to pre-sale. Specifically, adeveloper intending to sell a commodity building before its completion must apply to the real estatedevelopment authorities for a pre-sale permit. A commodity building may be sold before completiononly if:

� the purchase price has been paid in full for the grant of the land use rights involved and aland use rights certificate has been properly obtained;

� a construction planning permit and a construction permit have been properly obtained;

� funds invested in the development of the commodity buildings for pre-sale represent 25% ormore of the total investment in the project and the construction progress as well as thecompletion and delivery dates have been properly ascertained; and

� a pre-sale permit has been obtained through pre-sale registration.

The pre-sale proceeds of commodity buildings must be used to develop the relevant project sopre-sold.

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Local governments also may also have regulations on pre-sales of commodity properties. InGuangdong province, according to the Regulations on Administration of Pre-sale of CommodityProperties of Guangdong Province（《廣東省商品房預售管理條例》）promulgated by the StandingCommittee of Guangdong Provincial People’s Congress in July 1998, as amended in August 2000, inJuly 2010 and in September 2014, and a notice issued by Guangdong Provincial Construction Bureau inJanuary 2001, the following conditions must be satisfied prior to any pre-sale of commodity propertiesin Guangdong province:

� a real property development qualification certificate and a business license have beenobtained;

� the construction quality and safety monitoring procedures have been performed;

� the foundation works and structural works must have been completed in respect of propertiesof no more than three stories, the foundation works and the structural works of ground floormust have been completed in respect of properties of more than four stories with abasement, and the foundation works and the structural works of four stories must have beencompleted in respect of properties of more than four stories without a basement;

� a special property pre-sale account with a commercial bank in the place where the project islocated has been opened; and

� the properties subject to pre-sale and the related land use rights are free from third-partyrights.

Pursuant to the Rules Governing the Administration of Urban and Town Property Transactions inChongqing Municipality（《重慶市城鎮房地產交易管理條例》）with the effective version promulgated inMay 2011, a property development entity has to comply with the following conditions in order toobtain a “Commodity Property Pre-sale Permit”:

� possession of a business license and the qualification class for property development;

� holding of approval documents of land use rights; payment of all premiums in respect of theland use right obtained by way of grant in accordance with the provisions of landadministration laws and regulations and obtaining the land use rights certificate;

� holding of a construction works planning permit and a commencement of construction workspermit;

� the structural works and the topping-out must have been completed in respect of propertiesof not more than eight stories, and at least half of the proposed gross floor area approved bythe planning approvals must have been completed in respect of properties of more than ninestories;

� proposal of pre-sale of commodity property. The pre-sale proposal shall specify suchinformation relating to the commodity property, such as the location, fitment standards,works schedule and time of completion and delivery, total area for pre-sale and propertymanagement subsequent to delivery and possession, as well as a “Surveying Report of theArea of the Commodity Property for Pre-sale” issued by a professionally competent propertysurveying organization;

� opening a designated account for proceeds from the pre-sale of commodity property andsigning a monitoring agreement with a commercial bank at the location of the project;

� obtaining the demolition permit issued by a property demolition and resettlementadministration authority for property demolition and resettlement;

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� obtaining the written consent of pre-sale from the mortgagee, if a mortgage is established inrespect of the proposed commodity property for pre-sale and the land use rights of the landso occupied; and

� other conditions as specified by laws and regulations.

On April 13, 2010, MOHURD issued the Notice on Further Enhancing the Supervision of the Real

Estate Market and Perfecting the Pre-sale System of Commodity Houses（《關於進一步加強房地產市場監管完善商品住房預售制度有關問題的通知》）. Pursuant to the notice, without the pre-sale approval, thecommodity properties are not permitted to be pre-sold and the real estate developer is not allowed tocharge the buyer any deposit or prepayment or payment of the similar nature. In addition, the noticeurges local governments to enact regulations on the sale of completed commodity properties in the lightof local conditions, and encourages property developers to sell completed commodity properties.

The Provisions on Sales of Commodity Properties at Clearly Marked Price（《商品房銷售明碼標價規定》）was promulgated by the NDRC on March 16, 2011 and became effective on May 1, 2011.According to the provisions, any real estate developer or real estate agency (“real estate operator”) isrequired to make public the sale price of each apartment of the commodity properties for sale orpre-sale and the number of apartments available for sale or pre-sale within a certain time period.Property developers are also required to mark the selling price explicitly and clearly for bothnewly-built and second-hand commodity properties. The provisions require real estate operators toclearly indicate the prices and relevant fees of commodity properties, as well as other factors affectingthe prices of commodity properties and relative charges before the property sale, such as commissionfee and property management fee to the public. No additional charge beyond what is specified in theprice tag or made public by the property developers is permitted. With respect to the real estatedevelopment projects that have received a property pre-sale permit or have completed the filingprocedures for the sales of constructed properties, real estate operators shall announce all thecommodity properties available for sale at once within the specified time limit. Furthermore, withregard to a property that has been sold, real estate operators are obligated to disclose this informationand to disclose the actual transaction price. Real estate operators cannot sell commodity propertiesbeyond the explicit marked price or charge any other fees not explicitly marked. Moreover, real estateoperators may neither mislead property purchasers with false or irregular price marking nor engage inprice fraud by using false or misleading price-marking methods.

Transfer of Real Estate

According to the PRC laws and the Provisions on Administration of Transfer of Urban Real Estate（《城市房地產轉讓管理規定》）promulgated by the Ministry of Construction in August 1995, as amended in

August 2001, a real estate owner may sell, gift or otherwise legally transfer the property to anothernatural person or legal entity. When transferring a building, the ownership of the building and the landuse rights to the site on which the building is situated are transferred together. The parties to a transfermust enter into a written real estate transfer contract and register the transfer with the real estateadministration authority having jurisdiction over the location of the real estate within 90 days of theexecution of the transfer contract.

Where the land use rights are originally obtained by grant, the real property may only betransferred on the condition that:

� the land premium has been paid in full for the granted land use rights as required by theland grant contract and a land use rights certificate has been properly obtained; and

� in the case of a project in which buildings are being developed, development representingmore than 25% of the total investment has been completed; or

� in the case of a whole land lot development project, construction works have been carriedout as planned, water supply, sewerage, electricity supply, heat supply, access roads,telecommunications and other infrastructure or utilities have been made available, and thesite has been levelled and made ready for industrial or other construction purposes.

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If the land use rights are originally obtained by grant, the term of the land use rights after transferof the real estate will be the remaining portion of the original term in the land grant contract. In theevent that the assignee intends to change the use of the land provided in the land grant contract,consent must first be obtained from the original land use rights grantor and the planning administrationauthority at the relevant city or county and an agreement to amend the land grant contract or a newland grant contract must be signed in order to, among others, change the use of the land and adjust theland premium accordingly.

If the land use rights are originally obtained by allocation, such allocated land use rights may bechanged to granted land use rights upon approval by the government vested with the necessary approvalpower as required by the State Council. After the government authorities vested with the necessaryapproval power approve such change, the grantee must complete the formalities for the grant of theland use rights and pay the land premium according to the relevant statutes. Assignment of Land forcommercial use, tourism, entertainment and commodity housing development must be conductedthrough public tender, auction or listing-for-sale under the current PRC laws and regulations.

Leases of Buildings

The Measures for Administration of Lease of Commodity Housing（《商品房屋租賃管理辦法》）promulgated by the Ministry of Housing and Urban Development on December 1, 2010 andimplemented on February 1, 2011, require that parties to a leasehold arrangement of a property shallregister the leasing agreement with the property administrative authorities within 30 days of enteringinto such leasing agreement under local government at the municipal or county level where the propertyis situated. In addition, an enterprise may be imposed a fine of RMB1,000 to RMB10,000 andindividuals of RMB1,000 or less if they do not register a leasing agreement within the time limitrequired by the competent authorities.

On July 30, 2009, the Supreme People’s Court issued the Interpretation of Certain Issuesconcerning the Application of Law for Judging Disputes over Urban Building Leasing Contracts（《關於審理城鎮房屋租賃合同糾紛案件具體應用法律若干問題的解釋》）which became effective on September 1,2009. The interpretation clarifies that courts should not uphold the claim that a building leasingcontract is invalid due to the failure of registration: if parties agreed to condition the effectiveness ofthe building leasing contract upon the registration, such agreement shall prevail, unless one party hasperformed its substantial obligations under the leasing contract and the other party has accepted suchperformance.

On May 17, 2016, the General Office of the State Council issued the “Opinions on Acceleratingthe Cultivation and Development of Leasing Market”（《關於加快培育和發展住房租賃市場的若干意見》）(the“Opinions”), which encourage real estate developers to engage in the house leasing business. TheOpinions encourage real estate developers to rent out built residential properties, newly built residentialproperties and overstocked residential properties. The Opinions also provide guidance on thecooperation between real estate developers and residential property leasing enterprises to develop rentalproperties. On July 18, 2017, MOHURD, NDRC and other government departments jointly released the“Circular on Accelerating the Development of the Housing Leasing Market in Large and Medium-sizedCities with a Large Inflow Population”（《關於在人口淨流入的大中城市加快發展住房租賃市場的通知》）,hereinafter referred to as the Circular). According to the Circular, the government will take multiplemeasures to speed up the development of the rental market and increase supply of rental housing,including but not limited to, encouraging the local governments to increase land supply for thedevelopment of property for rental and increasing the proportion of rental housing to the commercialresidential building projects.

On September 14, 2017, MOHURD issued a notice and officially announce its support for thepilot program on houses with joint property ownership rights in Beijing and Shanghai. On March 16,2016, Shanghai Municipal People’s Government promulgated the “Measures for the Administration onHouses with Joint Property Rights”（《上海市共有產權保障住房管理辦法》）, which was implemented onMay 1, 2016. On September 20, 2017, Beijing Municipal Housing and Urban-Rural DevelopmentCommission, Beijing Municipal Planning and Land Resources Management Committee, BeijingMunicipal Development and Reform Commission and Beijing Municipal Bureau of Finance released the“Interim Measures for the Administration of Houses with Joint Property Rights”（《北京市共有產權住房管

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理暫行辦法》）, which was implemented on September 30, 2017. According to the aforementionedmeasures, the houses with joint property ownership rights refers to the housing that the propertyownership rights are jointly owned by the government and the purchasers, and the sales price is lowerthan the market price and the transfer and usage of the housing are restricted. The land for jointproperty ownership rights will be included in the annual plan of land supply of the local government,listed separately and supplied with priority. On December 13, 2019, MOHURD, NDRC and othergovernment departments jointly issued the Opinions on Regulating the Leasing Market Order（《關於整頓規範住房租賃市場秩序的意見》）.

Mortgages of Real Estate

Under the PRC Urban Real Estate Administration Law（《中華人民共和國城市房地產管理法》）promulgated by the Standing Committee of the National People’s Congress in July 1994, as amended inAugust 2007, August 2009, September 2012, February 2015 amd August 2019 (effective in January2020), the PRC Security Law（《中華人民共和國擔保法》）promulgated by the Standing Committee of theNational People’s Congress in June 1995 which will be superseded by the Civil Law of the PRC sinceJanuary 1, 2021, and the Measures for Administration of Mortgages of Urban Real Estate（《城市房地產抵押管理辦法》）promulgated by the Ministry of Construction in May 1997, as amended in August 2001,when a mortgage is created on the ownership of a building legally obtained, such mortgage must besimultaneously created on the land use rights of the land on which the building is situated. Themortgagor and the mortgagee must sign a mortgage contract in writing. China has adopted a system toregister mortgages of real estate. After a real estate mortgage contract has been signed, the parties tothe mortgage must register the mortgage with the real estate administration authority at the locationwhere the real estate is situated. A real estate mortgage contract will become effective on the date ofregistration of the mortgage. If a mortgage is created on the real estate in respect of which a propertyownership certificate has been obtained legally, the registration authority will, when registering themortgage, make an entry under “third-party rights” on the original property ownership certificate andthen issue a certificate of third-party rights to the mortgagee. If a mortgage is created on thecommodity building put to pre-sale or on works in progress, the registration authority will, whenregistering the mortgage, record the details on the mortgage contract. If construction of a real propertyis completed during the term of a mortgage, the parties involved will re-register the mortgage of thereal property after issue of the certificates evidencing the rights and ownership to the real estate.

The PRC Property Rights Law（《中華人民共和國物權法》）promulgated in March 2007 that becameeffective in October 2007 further widens the scope of assets that can be mortgaged, allowing for anyasset associated with property rights to be mortgaged as collateral unless a specific prohibition underanother law or regulation applies.

The down payment requirement was subsequently increased to 30% of the property price forresidential units with a unit floor area of 90 sq.m. or more from June 2006 on. See “– Measures onStabilizing Housing Price”. The initial capital outlay requirement was subsequently increased to 35% bythe CBRC, in August 2004, pursuant to its Guidance on Risk Management of Property Loans Grantedby Commercial Banks（《商業銀行房地產貸款風險管理指引》）.

In a Circular on Facilitating the Continuously Healthy Development of Property Market（《關於促進房地產市場持續健康發展的通知》）issued by the State Council in August 2003, a series of measures wereadopted by the government to control the property market. They included, among others, strengtheningthe construction and management of low-cost affordable houses, increasing the supply of ordinarycommodity houses and controlling the construction of high-end commodity houses. Besides, thegovernment also staged a series of measures on the lending for residential development, including,among others, improving the loan evaluation and lending process, improving the guarantee mechanismof individual home loans and strengthening the monitoring over property loans. It is expected that theCircular will have a positive effect on the development of the PRC property market in the long run byfacilitating a continuously healthy growth of the property market in China.

In September 2007, PBOC and CBRC promulgated a Circular on Strengthening the Managementof Commercial Real Estate Credit Loans（《關於加強商業性房地產信貸管理的通知》）, with a supplementissued in December 2007. The circular aims to tighten the control over real estate loans fromcommercial banks to prevent granting excessive credit. The measures include:

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� for a first-time home owner, increasing the minimum amount of down payment to 30% ofthe purchase price of the underlying property if the underlying property has a unit floor areaof 90 sq.m. or more and the purchaser is buying the property as its own residence;

� for a second-time home buyer, increasing (i) the minimum amount of down payment to 40%of the purchase price of the underlying property and (ii) the minimum mortgage loan interestrate to 110% of the relevant PBOC benchmark bank lending interest rate at the same gradeduring the same period. If a member of a family (including the buyer, his/her spouse andtheir children under 18) has financed the purchase of a residential unit, any member of thefamily that buys another residential unit with bank loans will be regarded as a second-timehome buyer;

� for a commercial property buyer, (i) requiring banks not to finance any purchase of pre-soldproperties, (ii) increasing the minimum amount of down payment to 50% of the purchaseprice of the underlying property, (iii) increasing the minimum mortgage loan interest rate to110% of the relevant PBOC benchmark bank lending interest rate at the same grade duringthe same period, and (iv) limiting the terms of such bank loans to no more than 10 years,although the commercial banks are given certain flexibility based on its risk assessment;

� for a buyer of commercial/residential dual-purpose properties, increasing the minimumamount of down payment to 45% of the purchase price of the underlying property, with theother terms to be decided by reference to commercial properties; and

� prohibiting commercial banks from providing loans to real estate developers who have beenfound by relevant government authorities to be hoarding land and properties.

In addition, commercial banks are also banned from providing loans to projects that have less than35% of capital funds (proprietary interests), or fail to obtain land use right certificates, constructionland planning permits, construction works planning permits or construction permits. Commercial banksare also prohibited from accepting commercial premises that have been vacant for more than three yearsas collateral for loans. In principle, real estate development loans provided by commercial banks shouldonly be used for the projects where the commercial banks are located. Commercial banks may notprovide loans to property developers to finance the payment of land premium.

According to the Notice on Extending the Downward Range of the Interest Rate for CommercialPersonal Home Loans and Supporting the Residents in First-time Purchase of Ordinary ResidentialHomes（《關於擴大商業性個人住房貸款利率下浮幅度等有關問題的通知》）issued by PBOC on October 22,2008, the minimum amount of down payment has been adjusted to 20% since October 27, 2008.

In September 2010, PBOC and CBRC jointly issued the Notice on Relevant Issues Regarding theImprovement of Differential Mortgage Loan Policies（《關於完善差別化住房信貸政策有關問題的通知》）,which provides, among other things, that (i) the minimum down payment is raised to 30% for all firsthome purchases; (ii) commercial banks in China shall suspend mortgage loans to purchasers (includingthe borrower, spouse and minor children) on their third or more residential property or to non-localresidents who cannot provide documentation payment of local tax or social security for longer than aone-year period; and (iii) all property companies with records of terms of the land contract, changingthe land usage, postponing the construction commencement or completion date, hoarding or othernon-compliance will be restricted from obtaining bank loans for new projects or extension of creditfacilities. In addition, certain cities have promulgated measures to restrict the number of residentialproperties a family is allowed to purchase, such as Guangzhou, Shenzhen, Suzhou, Nanjing, Tianjin,Wuhan, Ningbo, Fuzhou, Nanchang, Hangzhou and Dalian.

In November 2010, MOHURD, the MOF, CBRC and PBOC jointly promulgated the Notice onRelevant Issues Concerning Policies of Regulation of Individual Housing Reserve Loan（《關於規範住房公積金個人住房貸款政策有關問題的通知》）, which provides that, among other things: (i) where a first-timehome buyer (including the borrower, his or her spouse and minor children) applying for housing loansto buy an ordinary residence for self-use with a unit floor area (a) equal to or less than 90 sq.m., theminimum down payment shall be at least 20%, or (b) more than 90 sq.m., the minimum down paymentshall be at least 30%; (ii) for a second-time home buyer applying for housing loans, the minimum down

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payment shall be at least 50% with the minimum lending interest rate of 110% of the benchmark rate;(iii) the second housing loan will only be available to families whose per capital housing area is belowthe average in the locality and such loan must only be used to purchase an ordinary residence forself-use to improve living conditions; and (iv) housing loans to families for their third or moreresidential property purchase will be suspended.

On January 26, 2011, the General Office of the State Council issued the Notice on FurtherStrengthening Regulation and Control of Real Property Markets（《關於進一步做好房地產市場調控工作有關問題的通知》）, requiring: (i) a minimum down payment of at least 60% of the total purchase price with aminimum mortgage lending interest rate of 110% of the benchmark rate published by PBOC for thepurchase of a second residential property; and (ii) in municipalities directly under the centralgovernment, cities listed on state plans, provincial capitals, and cities where the housing prices areoverly high or increasing at an excessively high rate, purchasers (including their spouses and minorchildren) that are local residents with two or more residential properties, non-local residents with one ormore residential properties, or non-local residents that are unable to provide documentation evidencingpayment of local tax or social security for longer than a specified time period, are not permitted toacquire any residential properties. In order to implement the Notice on Further StrengtheningRegulation and Control of Real Property Markets, certain cities, including Beijing, Shanghai, Chengdu,Qingdao and Jinan, have promulgated measures to restrict the number of residential properties onefamily is allowed to purchase.

On September 29, 2014, PBOC and CBRC jointly issued the notice which sets the minimummortgage loan interest rate for first-time home buyers at 70% of the benchmark loan interest rate.Where a family that already owns a home and has paid off the mortgage loan applies for anothermortgage loan to buy another ordinary commercial home to improve the living conditions, the bankmay apply the first home mortgage loan policy. In cities that have lifted home buying restrictions onresidents or those that have not imposed such restrictions, when a family that owns two homes or moreand has paid off all the mortgage loans applies for a mortgage loan to buy another home, the bank mustmake prudent decisions, after considering the solvency and credit standing of the borrower and otherfactors, on the down payment ratio and loan interest rate. In view of the local urbanization plan, banksmay provide mortgage loans to non-local residents that meet the conditions required by the relatedpolicies.

PBOC, MOHURD and CBRC jointly issued the Notice on the Policies for Individual HousingLoans（《關於個人住房貸款政策有關問題的通知》）on March 30, 2015, which provides that where a familythat already owns a home and has not paid off the corresponding housing loan applies for anothercommercial individual housing loan to buy another ordinary owner-occupation house to improve theliving conditions, the minimum down payment ratio of housing loan is 40% For a contributingemployee family that uses housing provident fund loans to purchase its first ordinary owner-occupationhome, the minimum down payment ratio of housing loan is 20% Where a contributing employee familythat already owns a home and has paid off the corresponding housing loan applies for another housingprovident fund loan to buy another ordinary owner-occupation house to improve the living conditions,the minimum down payment ratio of housing loan is 30%.

On October 10, 2016, the MOHURD issued the “Circular on Further Regulating Operations ofReal Estate Developers to Safeguard the Real Estate Market Order”（《關於進一步規範房地產開發企業經營行為維護房地產市場秩序的通知》）, which requires that improper operations of real estate developers shallbe investigated and punished according to law. The improper operations include releasing or spreadingfalse housing information and advertisements, maliciously pushing higher and artificially inflatinghousing prices by fabricating or spreading information on rising property price and other operations.

Real Estate Management

According to the Regulation on Property Management（《物業管理條例》）, promulgated by the StateCouncil in June 2003 and amended in August 2007, February 2016 and March 2018, a qualificationsystem for enterprises engaging in property management activities has been adopted. According to theMeasures for the Administration on Qualifications of Real Estate Service Enterprises（《物業服務企業資質管理辦法》）, promulgated by the Ministry of Construction (the predecessor of MOHURD) in March2004, and amended in November 2007 and May 2015, real estate service enterprise shall be accredited

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as class one, class two or class three of qualification. For the different classes of qualification, theMeasures have spelled out specific criteria for each class. Applicants are required to meet detailedrequirements with respect to their (i) number of professional employees, (ii) types of propertiesmanaged and (iii) areas of different types of properties managed. The Department of Construction ofthe State Council is responsible for the issuance and administration of the qualification certificate forclass one real estate service enterprises. The competent construction departments of the relevantprovincial and regional government are responsible for issuing and administrating the qualificationcertificate for class two real estate service enterprises, and the competent realty departments of therelevant municipal government are responsible for issuing and administrating the qualificationcertificate for class two and three real estate service enterprises. The competent realty departments ofthe people’s governments of the cities divided into districts shall be responsible for the issuance andadministration of the qualification certificate of the class three real estate service enterprises.

The real estate service enterprises with a class one qualification may undertake various propertymanagement projects. The real estate service enterprises with a class two qualification may provideproperty management services to residential properties of less than 300,000 sq.m. of GFA andnon-residential properties of less than 80,000 sq.m. of GFA. The real estate service enterprises withclass three qualification may provide property management services to residential properties with lessthan 200,000 sq.m. of GFA and non-residential properties with less than 50,000 sq.m. of GFA.According to the Approval of Intensifying and Exploring the Reform of Administrative ApprovalSystem in Guangdong During the 12th-Five-Year Period（《國務院關於同意廣東省「十二五」時期深化行政審批制度改革先行先試的批覆》）issued by the State Council on October 31, 2012, the Department ofHousing and Urban-Rural Development of Guangdong Province（廣東省住房及城鄉建設廳）issued Noticeon the reform of property services enterprise qualification and strengthening self-discipline of theindustry（關於落實物業服務企業資質管理改革、加強行業自律的通知）on July 5, 2015, which called off theapproval to the second class, third class and temporary third class qualification of property managemententerprise and encourages self-discipline within the industry in Guangdong. The Decision of the StateCouncil on Cancelling the Third Group of Administrative Licensing Delegated to the LocalGovernments（《國務院關於第三批取消中央指定地方實施行政許可事項的決定》）issued on January 21, 2017further extends the foregoing measures nationwide.

On March 8, 2018, the Administration on Qualifications of Real Estate Service Enterprises wasabolished and the Regulation on Property Management was revised by the State Council. According tothe revised Regulation on Property Management, the qualification system for enterprises engaging inproperty management activities was cancelled.

Real Estate Financing

PBOC issued the Circular on Further Strengthening the Management of Loans for Real PropertyBusiness（《關於進一步加強房地產信貸業務管理的通知》）in June 2003 to specify the requirements forbanks to provide loans for the purposes of residential development, individual home mortgage andindividual commodity houses as follows:

� Property development loans should be granted to property developers that are qualified forproperty development, with high credit ratings and which have no overdue payment forconstruction. For property developers with a high vacancy rate of commodity properties andhigh debt ratio, banks shall apply more stringent approval procedures for new propertydevelopment loans and closely monitor their activities.

� Commercial banks shall not grant loans to property developers to finance the payment ofland premium.

� Commercial banks may not provide loans in any form for a property development projectwithout a land use rights certificate, construction land planning permit, construction worksplanning permit and construction works commencement permit.

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� Commercial banks may only provide housing loans to individual purchasers when the mainstructural buildings have been topped out. When a borrower applies for individual homeloans for his first residential unit, the first installment remains at 20% For any additionalpurchase of residential unit(s), the percentage of the first installment shall be increased.

� When a borrower applies for a mortgage loan for an individual commodity property, themortgage shall not be more than 60% of the purchase price of the property. In addition, thetenure of the loan may not be more than 10 years and the commodity house shall becompleted and delivery accepted after inspection.

The down payment requirement was subsequently increased to 30% of the property price forresidential units with a GFA of 90 sq.m. or more, effective on June 1, 2006. See “– Measures onStabilizing Housing Price” below.

In August 2003, the State Council issued the Circular on Facilitating the Continuously HealthyDevelopment of Property Market（《關於促進房地產市場持續健康發展的通知》）which contains a series ofmeasures to control the property market. They include, but are not limited to, strengthening theconstruction and management of economical houses, increasing the supply of ordinary commodityproperties and controlling the construction of high-end commodity properties. The PRC governmentalso adopted a series of measures in respect of property development loans, which include placinggreater effort on provision of loans, improving the guarantee mechanism of individual home loans andstrengthening the monitoring procedures over property loans. It is expected that the circular should havea long-term positive effect on the development of the PRC property market by facilitating the healthygrowth of the PRC property market.

Pursuant to the Guidance on Risk Management of Property Loans Granted by Commercial Banks（《商業銀行房地產貸款風險管理指引》）issued by the CBRC in August 2004, any property developer

applying for property development loans must have at least 35% of the total capital required for thedevelopment and a commercial bank should maintain a strict loan system for considering applicationsfor property development loans.

Under the Notice of the People’s Bank of China on Adjusting the Housing Credit Policies ofCommercial Banks and Deposit Interest Rate of the Excess Part of the Reserve（《中國人民銀行關於調整商業銀行住房信貸政策和超額準備金存款利率的通知》）issued by PBOC on March 16, 2005, and effectivefrom March 17, 2005, the minimum amount of down payment for an individual residence shall beincreased from 20% to 30% of the purchase price for properties in cities where the property market isconsidered to be overheating.

On May 24, 2006, the Ministry of Construction, NDRC, the Ministry of Supervision, the MOF,the Ministry of Land and Resources, PBOC, the State Bureau of Statistics, the State Administration ofTaxation and the CBRC jointly issued Opinions on Adjusting Housing Supply Structure andStabilization of Housing Prices（《關於調整住房供應結構穩定住房價格的意見》）. These opinions stipulatethat a commercial bank shall not lend funds to property developers with an internal capital ratio of lessthan 35%, or grant revolving credit facilities to property developers holding a large amount of idle landand vacant commodity properties, or take commodity properties which have been vacant for more thanthree years as security for mortgage loans. The opinions also require that, from June 1, 2006, theminimum amount of down payment shall not be less than 30% of the purchase price of the underlyingindividual commodity houses with a GFA of 90 sq.m. or more and shall not be less than 20% of thepurchase price of the underlying commodity houses with a GFA of less than 90 sq.m.

On September 27, 2007, PBOC and CBRC issued the Circular on Strengthening the CreditManagement for Commercial Real Property（《關於加強商業性房地產信貸管理的通知》）, with a supplementissued in December 2007. The Circular aims to tighten the control over property loans from commercialbanks to prevent excessive credit granting. The measures adopted include:

� for a first-time home buyer, increasing the minimum amount to 30% of the purchase price asdown payment where the property has a unit floor area of 90 sq.m. or above and thepurchaser is buying the property for use as one’s own residence;

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� for a second-time home buyer, increasing: (i) the minimum amount of down payment to 40%of the purchase price; and (ii) the minimum mortgage loan interest rate to 110% of therelevant PBOC benchmark bank lending interest rate. If a member of a family (including thebuyer, his/her spouse and their children under 18) finances the purchase of a residential unit,any member of the family that buys another residential unit with loans from banks will beregarded as a second-time home buyer;

� for commercial property purchases, (i) prohibiting banks from financing any purchase ofpre-sold properties; (ii) increasing the minimum amount of down payment to 50% of thepurchase price; (iii) increasing the minimum mortgage loan interest rate to 110% of therelevant PBOC benchmark bank lending interest rate; and (iv) limiting the tenure of suchbank loans to no more than 10 years, although commercial banks are allowed somediscretion based on its risk assessment;

� for purchases of commercial/residential dual-purpose properties, increasing the minimumamount of down payment to 45% of the purchase price, with the other terms to be decidedby reference to commercial properties; and

� prohibiting commercial banks from providing loans to property developers who have beenfound by relevant government authorities to be holding excessive amounts of land andproperties.

In addition, commercial banks are also prohibited from providing loans to projects that have lessthan 35% of capital funds (proprietary interests), or where there is failure to obtain land use rightscertificates, construction land planning permits, construction works planning permits and constructionpermits. Commercial banks are also prohibited from accepting commercial premises that have beenvacant for more than three years as collateral. In principle, property development loans provided bycommercial banks should only be used for projects in areas where the commercial bank is located.Commercial banks may not provide loans to property developers to finance the payment of land userights grant fees.

According to the Notice on Enlarging the Floating Range of the Downward Movement of InterestRates for Individual Mortgage Loans（《關於擴大商業性個人住房貸款利率下浮幅度等有關問題的通知》）, thePRC government lowered the minimum interest rate for individual mortgage loans to 70% of thecorresponding PBOC benchmark bank lending rates. Further, the minimum down payment ratio ofresidential properties was lowered to 20% for units with an area of less than 90 sq.m.

Under the Circular of the State Council on Saving Intensive-use Land（《國務院關於促進節約集約用地的通知》）which was enacted on January 3, 2008, with regard to the real estate projects of whichdevelopment or construction exceeds one year from the start date stated in the land use rights grantingcontract, for which less than 1/3 of the development area has been completed, or for which less than1/4 of the investment has been made, the financial institutions should be very prudent when theyprovide loans and examine financing for such project, and they should be prudent when grantingextended loan facilities and revolving credit facilities.

The Notice on Financially Promoting the Economisation and Intensive Use of Land（《關於金融促進節約集約用地的通知》）jointly issued by PBOC and CBRC on July 29, 2008, among other things:

� restricts PRC commercial banks from granting loans to property developers for the purposeof paying land premiums;

� regulates the secured loans for land reserve in various respects, including to obtain land usecertificate, to secure up to 70% value of security’s appraised valuation, and to limit thelength of maturity in no more than two years; and

� restricts granting loans to the property developer, the land of which has been idle for overtwo years, and restricts taking such land as a security for loans.

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In accordance with the Notice Regarding Adjusting Capital Ratio of Fixed Assets InvestmentProject（《關於調整固定資產投資項目資本金比例的通知》）promulgated by the State Council on May 25,2009, the minimum capital ratio for real estate development projects (other than low-income andordinary commercial housing projects) has been reduced to 30% When providing credit support andservices, financial institutions shall carry out independent assessment to prevent financial risks andconduct comprehensive assessment and evaluation on the authenticity of the capital, returns oninvestment and credit risks with reference to the capital ratio requirements promulgated by the state andthe actual status of the borrower and the project, to independently decide whether to grant the loan andthe specific amount and proportion of the loan.

In January 2010, the General Office of the State Council issued a Circular on Facilitating theStable and Healthy Development of Property Market（《關於促進房地產市場平穩健康發展的通知》）, adopteda series of measures to strengthen and improve the regulation of the property market, stabilize marketexpectation and facilitate the stable and healthy development of the property market. These include,among others, measures to increase the supply of affordable housing and ordinary commodity housing,provide guidance on the purchase of property, curb speculation of properties, and strengthen riskprevention and market supervision. Additionally, it explicitly requires a family (including a borrower,his or her spouse and children under 18), which has already purchased a residence through mortgagefinancing and has applied to purchase a second or more residences through mortgage financing, to paya minimum down payment of 40% of the purchase price.

On April 17, 2010, the State Council issued the Notice on Resolutely Curbing the Rapid Rising ofthe House Price in Certain Cities（《國務院關於堅決遏制部分城市房價過快上漲的通知》）which stipulatedthat down payment for a first property with an area of more than 90 sq.m. shall not be less than 30%of the purchase price, the down payment for the second property bought with mortgage loans shall benot less than 50% of the purchase price and the loan interest rate shall be not less than 1.1 times thebenchmark lending rate published by PBOC. In addition, the down payment and interest rate shallsignificantly increase for the third or further property bought with mortgage loans.

On May 26, 2010, the MOHURD, PBOC and CBRC jointly issued the Circular on Regulating theCriteria for Identifying the Second Residential Properties in Connection with Commercial PersonalHousing Loans（《關於規範商業性個人住房貸款中第二套住房認定標準的通知》）, which provides, amongothers, that the number of residential properties owned by an individual property purchaser who isapplying for mortgage loans shall be determined by taking into account the total number of residentialproperties owned by the family of such purchaser (including the purchaser and his or her spouse andchildren under the age of 18 years). In addition, the circular depicts a number of circumstances underwhich different credit policies shall be applied in connection with purchases of the second or furtherresidential property.

In September 2010, PBOC and CBRC jointly issued the Notice on Relevant Issues Regarding theImprovement of Differential Mortgage Loan Policies（《關於完善差別化住房信貸政策有關問題的通知》）,which provides, among other things, that (i) the minimum down payment is increased to 30% for allfirst home purchases; (ii) commercial banks in China shall suspend mortgage loans to purchasers(including the borrower, his/her spouse and minor children) for their third or further residential propertyor to non-local residents who cannot provide documentation evidencing payment of local tax or socialsecurity for longer than a one-year period; and (iii) all property companies with records of violating theterms of the land grant, changing the land usage, postponing the construction commencement orcompletion date, hoarding or other non-compliance will be restricted from obtaining bank loans for newprojects or extension of credit facilities. In addition, certain cities, such as Guangzhou, Shenzhen,Foshan, Zhuhai, Suzhou, Nanjing, Tianjin, Wuhan, Ningbo, Fuzhou, Nanchang, Hangzhou and Dalianhave promulgated measures restricting the number of residential properties one family is allowed topurchase.

In November 2010, MOHURD and SAFE jointly promulgated the Notice on Further RegulatingAdministration of Purchase of Houses by Overseas Institutions and Individuals（《關於進一步規範境外機構和個人購房管理的通知》）, pursuant to which a foreign individual can only purchase one unit ofresidential property for self-use in the PRC and an overseas institution which has established a branchor representative office in the PRC can only purchase non-residential properties for business use in thecity where it is registered within the PRC.

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On January 26, 2011, the General Office of the State Council issued the Notice on FurtherStrengthening Regulation and Control of Real Property Markets（《關於進一步做好房地產市場調控工作有關問題的通知》）, which: (i) imposes a minimum down payment of at least 60% of the total purchase pricewith a minimum mortgage lending interest rate of 110% of the benchmark rate published by PBOC forthe purchase of a second residential property; and (ii) in municipalities directly under the centralgovernment, cities listed on state plans, provincial capitals, and cities where the housing prices areexcessively high or increasing at an excessively high rate, purchasers (including their spouses andminor children) that are local residents with two or more residential properties, non-local residents withone or more residential properties, or non-local residents that are unable to provide documentationevidencing payment of local tax or social security for longer than a specified time period, are notpermitted to acquire any residential properties. In order to implement the Notice on FurtherStrengthening Regulation and Control of Real Property Markets, certain cities, including Beijing,Shanghai, Chengdu, Qingdao, Hainan, Nanjing, Guangzhou, Tianjin, Shenyang and Jinan, havepromulgated measures to restrict the number of residential properties one family is allowed to purchase.

On September 29, 2014, PBOC and CBRC jointly issued the notice which sets the minimummortgage loan interest rate for first-time home buyers at 70% of the benchmark loan interest rate.Where a family that already owns a home and has paid off the mortgage loan applies for anothermortgage loan to buy another ordinary commercial home to improve the living conditions, the bankmay apply the first home mortgage loan policy. In cities that have lifted home buying restrictions onresidents or those that have not imposed such restrictions, when a family that owns two homes or moreand has paid off all the mortgage loans applies for a mortgage loan to buy another home, the bank mustmake prudent decisions, after considering the solvency and credit standing of the borrower and otherfactors, on the down payment ratio and loan interest rate. In view of the local urbanization plan, banksmay provide mortgage loans to non-local residents that meet the conditions required by the relatedpolicies.

On November 24, 2014, the State Council Promulgated the Interim Regulations on Real EstateRegistration（《不動產登記暫行條例》）, effective from March 1, 2015 and amended on March 24, 2019,which provides for the following, among others:

� the competent department of land and resources under the State Council shall be responsiblefor guiding and supervising the real estate registration of the State. The local government ator above the county level shall designate a department as the real estate registrationauthority within its administrative region which shall be subject to the guidance andsupervision by the competent real estate registration authority at the higher level;

� the real estate authority shall establish a uniform real estate registration book to record theitems including, without limitation, the natural condition and ownership conditions of thereal estate, and restriction of rights;

� the competent department of land and resources under the State Council shall, incoordination with other related departments, establish a uniform management platform forreal estate registration information. The information registered by the real estate registrationauthorities at all levels shall be incorporated into the uniform management platform toensure the real-time sharing of registration information at the national, provincial, municipaland county levels; and

� any right holder or interested party may inquire about or copy the real estate registrationmaterials and the registration authority shall not refuse to provide such information. Unitsand individuals inquiring about the real estate registration information shall not use suchregistration information for any other purposes and no such information may be disclosed tothe public or others without the consent of the right holder.

PBOC, MOHURD and CBRC jointly issued the Notice on the Policies for Individual HousingLoans（《關於個人住房貸款政策有關問題的通知》）on March 30, 2015, which provides that where a familythat already owns a home and has not paid off the corresponding housing loan applies for anothercommercial individual housing loan to buy another ordinary owner-occupation house to improve theliving conditions, the minimum down payment ratio of housing loan is 40% For a contributing

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employee family that uses housing provident fund loans to purchase its first ordinary owner-occupationhome, the minimum down payment ratio of housing loan is 20% Where a contributing employee familythat already owns a home and has paid off the corresponding housing loan applies for another housingprovident fund loan to buy another ordinary owner-occupation house to improve the living conditions,the minimum down payment ratio of housing loan is 30%.

PBOC, MOHURD and MOF jointly issued the Notice on Adjusting the Minimum Down PaymentRatio of Individual Housing Provident Fund Loans（《住房和城鄉建設部、財政部、中國人民銀行關於調整住房公積金個人住房貸款購房最低首付款比例的通知》）on August 27, 2015, which provides that where acontributing employee family that already owns a home and has paid off the corresponding housingloan applies for another housing provident fund loan to buy another ordinary owner-occupation house toimprove the living conditions, the minimum down payment ratio of housing loan is decreased from30% to 20%. Beijing, Shanghai, Guangzhou and Shenzhen have the discretion to decide the minimumdown payment ratio of housing provident fund loan for buying a second residential property in light ofthe actual local conditions.

In September 2015, PBOC and CBRC jointly issued the Notice on Further Improving RelevantIssues Regarding the Improvement of Differential Mortgage Loan Policies（《關於進一步完善差別化住房信貸政策有關問題的通知》）, which provides, in cities where no restriction to the number of residentialproperties one family is allowed to purchase, the minimum down payment of a family to purchase itsfirst ordinary owner-occupation home is no lower than 25%.

The “Implementing Rules of the Interim Regulations on Real Estate Registration”（《不動產登記暫行條例實施細則》）, which took effect on January 1, 2016 and amended on July 24, 2019, authorizes thereal estate registration authority to perform a site inspection following an acceptance of the applicationfor real estate registration and set out regulations regarding real estate registration informationmanagement.

On February 1, 2016, PBOC and CBRC jointly issued the Notice on Adjusting the Policies forIndividual Housing Loans（《關於調整個人住房貸款政策有關問題的通知》）, which provides, in cities wherethere is no restriction to the number of residential properties one family is allowed to purchase, theminimum down payment of a family to purchase its first ordinary owner-occupation home is no lowerthan 25% in principle, while the foresaid cities can further decrease 5%; where a contributing employeefamily that already owns a home but has not paid off the corresponding housing loan intending to buyanother ordinary owner-occupation house to improve the living conditions, the minimum down paymentratio of housing loan is not lower than 30%. In cities with restrictions on the number of residentialproperties that a family is allowed to purchase, the policy remains the same. On August 25, 2019,PBOC issued the Announcement of the People’s Bank of China No.16 [2019] under which, startingfrom October 8, 2019, new commercial individual housing loans should be priced by adding basispoints to the latest monthly loan prime rate (LPR) of corresponding maturity. The basis points addedshould conform to the national and local housing credit policy requirements, reflect the loan riskprofile, and remain fixed during the contract period. The interest rate of first-time commercialindividual housing loans should not be lower than the LPR of corresponding maturity, and the interestrate of second-time commercial individual housing loans not be lower than the LPR of correspondingmaturity plus 60 basis points.

Insurance

There is no mandatory provision under the PRC laws, regulations and government rules whichrequire a property developer to take out insurance policies for its real estate developments. Accordingto the common practice of the property industry in China, construction companies are usually requiredto submit insurance proposals in the course of tendering and bidding for construction projects.Construction companies must pay for the insurance premium at their own costs and take out insuranceto cover their liabilities, such as third-party liability risk, employer’s liability risk, risk ofnon-performance of contract in the course of construction and other kinds of risks associated with theconstruction and installation works throughout the construction period. The insurance coverage for allthese risks will cease immediately after the completion and acceptance upon inspection of construction.

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Deed Tax

Pursuant to the Interim Regulations of the People’s Republic of China on Deed Tax（《中華人民共和國契稅暫行條例》）promulgated by the State Council in July 1997 and implemented on October 1, 1997and amended on March 2, 2019, the transferee, whether an individual or otherwise, of the title to a landsite or building in the PRC shall be responsible for the payment of deed tax. The rate of deed tax is 3%to 5% of the purchase price. The governments of provinces, autonomous regions and municipalitiesmay, within the foresaid range, determine and report their effective tax rates to the MOF and the StateAdministration of Taxation for the record. Pursuant to the Implementation Provisions on Deed Tax inGuangdong Province（《廣東省契稅實施辦法》）promulgated by the People’s Government of Guangdong inJune 1998, the rate of deed tax in Guangdong is 3%.

Property Tax

Under the Interim Regulations of the People’s Republic of China on Property Tax（《中華人民共和國房產稅暫行條例》）enacted by the State Council on September 15, 1986, enforced on October 1, 1986and amended on January 8, 2011, the property tax rate is 1.2% if it is calculated on the basis of theresidual value of a building, and 12% if it is calculated on the basis of the rental.

On January 27, 2011, the government of Chongqing issued the Interim Measures Concerning PilotProperty Tax Scheme on Certain Personal Residential Properties（《關於開展對部分個人住房徵收房產稅改革試點的暫行辦法》）and the Implementation Rules for Collecting Administration Regarding Property Taxon Personal Residential Properties（《重慶市個人住房房產稅徵收管理實施細則》）, each effective on January28, 2011 and each amended on January 13, 2017. The government of Chongqing has executed the pilotscheme to impose property tax on personal residential properties within the nine major districts ofChongqing in stages from January 28, 2011. The first batch of personal properties subject to propertytax include (i) stand– alone residential properties (such as villas) owned by individuals, (ii) high-endresidential properties purchased by individuals on or after January 28, 2011, the purchase price persq.m. of which is two or more times the average price of new residential properties developed withinthe nine major districts of Chongqing in the last two years, and (iii) the first or further ordinaryresidential properties purchased on or after January 28, 2011 by non-resident individuals in Chongqingwho are not employed in and do not own an enterprise in Chongqing.

Stand-alone residential properties (such as villas) and high-end residential properties that arepriced less than three times, three to four times or more than four times of the average price per sq.m.of new residential properties developed within the nine major districts in the last two years will besubject to property tax rates at 0.5%, 1% or 1.2%, respectively, of the property’s purchase price. Thefirst or further ordinary residential properties purchased on or after January 28, 2011 by non-residentindividuals who are not employed in and do not own an enterprise in Chongqing will be subject toproperty tax rate at 0.5% of the property’s purchase price. The following area will be deductible fromthe tax base: (i) 180 sq.m. for stand-alone residential properties (such as villas) purchased beforeJanuary 28, 2011, and (ii) 100 sq.m. for stand-alone residential properties (such as villas) and high-endresidential properties purchased on or after January 28, 2011. The deductible area will apply to onlyone taxable residential property for one family, but not to any non-resident individual who is notemployed in and does not own an enterprise in Chongqing.

On January 27, 2011, the government of Shanghai Municipality issued the Interim Measures onPilot Property Tax Scheme on Certain Personal Residential Properties in Shanghai（《上海市開展對部分個人住房徵收房產稅試點的暫行辦法》）, which provides that, within the territory of the administrative regionsof the Shanghai Municipality, property tax will be imposed on any purchase of a second (or further)residential property by local residents or any purchase of a residential property by non-local residentson or after January 28, 2011, at rates ranging from 0.4% to 0.6% based on 70% of the purchase priceof the property. These measures became effective on January 28, 2011.

Measures on Stabilizing Housing Price

The General Office of the State Council promulgated a Circular on Stabilizing Housing Price（《關於切實穩定住房價格的通知》）in March 2005, introducing measures to be taken to restrain the housingprice from increasing too fast and to promote a stable development of the real estate market. In April

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2005, the Ministry of Construction, NDRC, the MOF, the Ministry of Land and Resources, PBOC, SATand CBRC jointly issued an Opinions on Stabilizing Housing Prices（《關於做好穩定住房價格工作的意見》）containing the following guidance:

� Where the housing price is growing too fast, while the supply of ordinary commodity housesat medium or low prices and low-cost affordable houses is insufficient, the housingconstruction should mainly involve projects of ordinary commodity houses at medium or lowprices and low-cost affordable houses. The construction of low-density, high-end housesshould be strictly controlled. The relevant local government authorities are authorized toimpose conditions on planning and design such as the building height, plot ratio and greenspace and to impose such requirements as the selling price, type and gross floor area aspreconditions on land assignment. The local governments are also required to strengthentheir supervision of real estate developments in their jurisdictions.

� Where the price of land for residential use and the price for residential housing are growingtoo fast, the proportion of land supply for residential use to the total land supply should beappropriately raised, and the land supply for the construction of ordinary commodity housesat medium or low prices and low-cost affordable houses should be especially increased.Land supply for villa construction should continue to be suspended, and land supply forhigh-end housing property construction should be strictly restricted.

� The idle land fee must be imposed on land that has not been developed for one year fromthe contractual construction commencement date. Land use rights of land that has not beendeveloped for two years must be forfeited without compensation.

� Commencing from June 1, 2005, a business tax upon transfer of a residential house by anindividual within two years of his/her purchase will be levied on the entire sales proceedsfrom such sale. For an individual to transfer an ordinary residential house after two yearsfrom his/her purchase, the business tax will be exempted. For an individual to transfer aproperty other than an ordinary residential house after two years from his/her purchase, thebusiness tax will be levied on the difference between the price of such sale and the originalpurchase price.

� Ordinary residential houses with medium or small gross floor areas and at medium or lowprices may be granted preferential treatment such as planning permits, land supply, creditand taxation. Houses enjoying these preferential policies must satisfy the followingconditions in principle: the plot ratio is above 1.0, the gross floor area of one single unit isless than 120 sq.m., and the actual transfer price is lower than 120% of the average transferprice of comparable houses at comparable locations. The local governments at the provinciallevel may, based on their actual local circumstances, formulate specific standards forordinary residential houses that may enjoy the preferential policies.

� Transfer of unfinished commodity properties by any pre-sale purchaser is forbidden. Inaddition, purchasers are required to buy properties in their real names. Any commodityproperty pre-sale contract must also be filed with the relevant government agencieselectronically immediately after its execution.

The Notice on Adjustment of the Housing Loan Policy and Deposit Rate of Excess Reserve forCommercial Banks（《關於調整商業銀行住房信貸政策和超額準備金存款利率的通知》）, promulgated by PBOCin March 2005, has made adjustment to individual housing loan policies of commercial banks as wellas individual housing fund loan rate. Pursuant to this notice, the preferential mortgage loan interest ratewas replaced by the commercial loan interest rate subject to certain restrictions on the lower limit onsuch interest rates. In the urban areas or cities with rapidly increased real estate prices, the minimumdown payment ratio for individual housing loans was adjusted from 20% to 30%. In May 2006, theMinistry of Construction, NDRC, PBOC and other relevant PRC government authorities jointly issuedtheir Opinions on Housing Supply Structure and Stabilization of Property Prices（《關於調整住房供應結構穩定住房價格意見的通知》）. These opinions reiterated the existing measures and introduced additionalmeasures that aim to further curb rapid increases in property prices in large cities and to promotehealthy development of the PRC property market. These measures include:

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� requiring that at least 70% of the land supply approved by a local government for residentialproperty development for any given year must be used for developing low- to medium-costand small- to medium-size units and low-cost rental properties;

� requiring that at least 70% of residential projects approved or constructed on or after June 1,2006, must consist of units with a unit floor area of less than 90 sq.m. per unit and thatprojects which have received approvals prior to this date but have not obtained constructionpermits must adjust their planning in order to be in conformity with this new requirement,with the exception that municipalities under direct administration of the PRC centralgovernment, such as Beijing, Chongqing and Shanghai, provincial capitals and certain othercities may deviate from such ratio under special circumstances upon approval from theMinistry of Construction;

� increasing the minimum amount of down payment from 20% to 30% of the purchase priceof the underlying property if the underlying property has a unit floor area of 90 sq.m. ormore, effective from June 1, 2006;

� prohibiting commercial banks from lending to real estate developers with an internal capitalratio, calculated by dividing the internal funds by the total project capital required for therelevant projects, of less than 35%, restricting the grant or extension of revolving creditfacilities to property developers holding a large amount of idle land and vacant commodityproperties, and prohibiting commercial banks from accepting commodity properties whichhave been vacant for more than three years as security for their loans; and

� imposing a business tax levy on the entire sales proceeds from the transfer of properties ifthe holding period is shorter than five years, effective from June 1, 2006, as opposed to twoyears when such levy was initially implemented in June 2005, and allowing such businesstax to be levied on the difference between the price for such re-sale and the originalpurchase price in the event that an individual transfers a property other than an ordinaryresidential property after five years from his/her date of purchase.

In July 2006, the Ministry of Construction, NDRC, MOFCOM, PBOC, the State Administrationfor Industry and Commerce, and SAFE jointly issued an Opinion on Regulating the Access andManagement of Foreign Capital in the Real Estate Market（《關於規範房地產市場外資准入和管理的意見》）(the “171 Opinion”), which was amended by the Notice for Adjusting Policies on the Access andAdministration of Foreign Investment in Real Estate Market（《關於調整房地產市場外資准入和管理有關政策的通知》）(the “122 Notice”) in August 2015. According to 171 Opinion and 122 Notice, a foreigninstitution or individual must establish a foreign-invested enterprise in order to purchase real propertyin China if the property is not intended for self-use. For a foreign-invested real estate enterprise, theratio of registered capital to total investment is subject to the relevant provisions of the InterimProvisions of the State Administration for Industry and Commerce for Sino-foreign Equity JointVentures on the Ratio of Registered Capital to Total Investment (Gong Shang Qi Zi [1987] No. 38).Branches or representative offices (excluding those engaged in the real estate business upon approval)of foreign institutions in China and foreign individuals who work or study in China are eligible topurchase real property for their own use but not for any other purposes. Foreign individuals shall, inpurchase of a house in a city, comply with the house purchase quota policies of such city. In September2006, SAFE and the Ministry of Construction jointly issued a Notice in Respect of Foreign ExchangeIssues in the Real Estate Market（《關於規範房地產市場外匯管理有關問題的通知》）(the “47 Notice”), whichwas amended in May 2015, to implement the 171 Opinion. The 47 Notice provides specific proceduresfor purchasing real properties by foreign institutions and foreign individuals. The 47 Notice also forbidsa foreign-invested real estate enterprise to apply for overseas loans if it has failed to obtain the landuse rights certificates, or its own capital funds do not reach 35% of the total investment for the project.

In September 2007, the Ministry of Land and Resources issued the Notice on Implementation ofthe State Council’s Certain Opinions on Resolving Difficulties of Housing for Low-income UrbanFamilies and Further Strengthening Macro-control of Land Supply（《關於認真貫徹〈國務院關於解決城市低收入家庭住房困難的若干意見〉進一步加強土地供應調控的通知》）as amended on January 1, 2010 andDecember 3, 2010, pursuant to which, at least 70% of the land supply arranged by the relevant land

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administration authority at city or county level for residential property development for any given yearmust be used for developing low- to medium-cost and small- to medium-size units, low-cost rentalproperties and affordable housing.

In November 2007, the PRC government revised its Catalog of Guidance on Industries for ForeignInvestment by, among other things, removing the development of ordinary residences from theforeign-investment-encouraged category and adding the secondary market real property trading andbrokering into the foreign-investment-restricted category. In July 2008, PBOC and CBRC jointly issuedthe Notice on Financially Promoting the Saving and Intensification of Use of Land（《關於金融促進節約集約用地的通知》）, requiring that relevant financial institutions to strengthen the administration ofconstruction land project loans, including the administration of commercial real estate credit loans.

In October 2008, PBOC issued the Notice on Extending the Downward Range of the Interest Ratefor Commercial Personal Home Loans and Related Problems（《關於擴大商業性個人住房貸款利率下浮幅度等有關問題的通知》）, pursuant to which, since October 27, 2008, the bottom limit of the interest rateapplicable to the commercial personal home loans has been extended, the minimum amount of downpayment has been adjusted to 20% and the interest rate applicable to personal home loans financed byprovident funds has also been reduced.

In December 2008, the General Office of the State Council issued the Several Opinions onFacilitating the Healthy Development of the Real Estate Market（《關於促進房地產市場健康發展的若干意見》）, which aims to, among other things, encourage the consumption of the ordinary residence andsupport the real estate developer to handle market change. Pursuant to this opinion, in order toencourage the consumption of ordinary residence, from January 1, 2009 to December 31, 2009,business tax is imposed on the full amount of the sale income upon the transfer of a non-ordinaryresidence by an individual within two years from the purchase date. For the transfer of non-ordinaryresidence which is more than two years of the purchase date and ordinary residence which is withintwo years of the purchase date, the business tax is to be levied on the difference between the saleincome and the purchase price. In the case of an ordinary residence, the business tax is exempted ifthat transfer occurs after two years from the purchase date. Furthermore, individuals with an existingordinary residence that is smaller than the average size for their locality may buy a second ordinaryresidence under favorable loan terms similar to first-time buyers. In addition, support for real estatedevelopers to deal with the changing market is to be provided by increasing credit financing services to“low- to-medium-level price” or “small- to-medium-sized” ordinary commercial housing projects,particularly those under construction, and providing financial support and other related services to realestate developers with good credit standing for merger and acquisition activities.

In January 2010, the General Office of the State Council issued a Circular on Facilitating theStable and Healthy Development of Property Market（《關於促進房地產市場平穩健康發展的通知》）, whichadopted a series of measures to strengthen and improve the regulation of the property market, stabilizemarket expectation and facilitate the stable and healthy development of the property market. Theseinclude, among others, measures to increase the supply of affordable housing and ordinary commodityhousing, provide guidance for the purchase of property, restrain speculation of properties, andstrengthen risk prevention and market supervision. Additionally, it explicitly requires each family(including a borrower, his or her spouse and children under 18), that has already purchased a residencethrough mortgage financing and have applied to purchase a second or more residences throughmortgage financing, to pay a minimum down payment of 40% of the purchase price on the second ormore residences.

On April 17, 2010, the State Council announced a series of new measures in Notice on FirmlyPreventing Property Price from Increasing Too Fast in Certain Cities（《國務院關於堅決遏制部分城市房價過快上漲的通知》）to keep housing prices from rising too quickly in certain cities in conjunction with andsubsequent to a meeting held on April 14, 2010. The new measures include, among other things:

� Higher minimum down payment requirements

� first-time home house buyers must make a down payment of at least 30% of thepurchase price of the underlying property if the underlying property has a unit floorarea of 90 sq.m. or more;

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� second-time home buyers must make a down payment of at least 50% of the purchaseprice of the underlying property subject to a minimum mortgage loan interest rate at110% of the relevant PBOC benchmark one-year lending interest rate; and

� commercial banks should significantly increase the ratio of minimum down payment tothe purchase price and the minimum mortgage loan interest rate, respectively, forbuyers who purchase a third or additional houses by mortgage financing.

� Commercial banks’ right to stop lending

� in regions where house prices have been increasing too quickly, commercial banks maystop granting mortgage loans to home buyers who purchase a third or any additionalhouse;

� commercial banks are required to stop granting mortgage loans to home buyers whoare not local residents and cannot provide evidence of payment of tax or socialinsurance contributions in such local area for more than one year; and

� the local governments may adopt interim measures to impose limits on the maximumnumber of units that one family may own.

� Punishment of speculative developers

� commercial banks are not allowed to lend to developers who hold idle land ormanipulate land reserve or price; and

� the China Securities Regulatory Commission may suspend review of applications fromspeculative developers for listing of shares, restructuring or refinancing.

� Disclosure of property ownership

� property developers who have filed with the local government information oncompleted properties to be sold or who have obtained the pre-sale permits are requiredto disclose to the public the properties for sale all at once and within a specified periodof time and sell the properties they develop exactly at the price provided to the localgovernment.

On September 29, 2010, the MOF, SAT and the Ministry of Housing and Urban Developmentjointly issued the Notice on Adjustments to Deed Tax and Individual Income Tax on Real EstateTransactions（《關於調整房地產交易環節契稅個人所得稅優惠政策的通知》）, according to which, a family(including the purchaser, the purchaser’s spouse and minor children) purchasing its first ordinaryresidential property, will enjoy a 50% reduction on deed tax payment; where the GFA of theaforementioned property is less than 90 sq.m., the deed tax rate will be 1% Individuals who purchaseanother residential property within one year of selling their own residential properties shall no longerenjoy exemption or reduction of individual income tax.

On September 29, 2010, PBOC and CBRC jointly issued the Notice on Relevant Issues Regardingthe Improvement of Differential Mortgage Loan Policies（《關於完善差別化住房信貸政策有關問題的通知》）,according to which, the minimum down payment has been raised to 30% of the purchase price of thecommodity residential property, and commercial banks shall suspend granting mortgage loans tofamilies that purchase a third or further residential property or non-local residents who fail to provideone-year or longer tax payment certificates or social insurance payment certificates. For a mortgage onthe second residential property, the minimum down payment must be 50% of the purchase price and theinterest rate must be no less than 1.1 times that of the corresponding benchmark interest rate over thesame corresponding period released by PBOC.

On January 26, 2011, the General Office of the State Council issued the Notice on FurtherAdjustment and Control of Property Markets（《關於進一步做好房地產市場調控工作有關問題的通知》）whichrequires, among other restrictive measures: (i) a minimum down payment of 60% of the total purchase

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price with a minimum mortgage interest rate of 110% of the benchmark rate published by PBOC for thepurchase of a second residential property; and (ii) in municipalities directly under the centralgovernment, cities listed on state plans, provincial capitals, and cities where the housing prices areoverly high or increasing at an excessively high rate, local residents with two or more residentialproperties, non-local residents with one or more residential properties and non-local residents that areunable to provide documentation certifying payment of local tax or social insurance payment for aspecified time period are not permitted to purchase any residential properties located in the localadministrative area.

On January 27, 2011, the MOF and SAT jointly issued the Notice on Adjusting the Business TaxPolicies upon Transferring Residential Properties by Individuals（《關於調整個人住房轉讓營業稅政策的通知》）, which was revised on March 30, 2015. Pursuant to the notice, business tax will be levied uponthe transfer of a residential property held by an individual for less than two years and the amount ofbusiness tax to be paid will be calculated based on the full amount of the sale proceeds. For anindividual transferring a non-ordinary residential property held for less than two years, the business taxto be paid will be calculated based on the difference between the sale proceeds and the originalpurchase price. An individual transferring an ordinary residential property held for two years or morewill be exempted from the business tax.

On July 19, 2012, Ministry of Land and Resources and MOHURD issued the Urgent Notice toFurther Tighten up Real Property Land Administration and Consolidate the Achievement ofMacroeconomic Control of the Real Property Market（《關於進一步嚴格房地產用地管理鞏固房地產市場調控成果的緊急通知》）. According to this notice, the Ministry of Land and Resources, MOHURD and theirrespective local counterparts will continue to strictly regulate the market to prevent housing prices fromrebounding. Local governments must ensure a supply of land for social security housing projects, andmust try to increase the completion rate of such projects. Further, the governments will further improvethe land price evaluation procedure, thereby allowing for the reasonable determination of base pricesfor land auction. For those auctions in which the land prices may be raised to a significantly higherlevel, the governments must adjust the bidding method in a timely manner. For those lands which areexpected to reach unprecedentedly high prices and those lands whose final deal prices have a premiumrate of more than 50%, the government should adjust the land transfer scheme in a timely manner, suchas by limiting the final home prices or requiring the land purchaser to build additional social securityhousing projects. Further, the government will continue enforcing the system for reporting unusualtransactions, which requires that governments at city level and county level should, within two businessdays of the signing of the purchase confirmation letter or the dispatch of the letter of acceptance,submit the unusual transaction data to the national land market monitoring and administration system,thereby reporting the unusual transaction to the Ministry of Land and Resources and its agencies at theprovincial level.

Additionally, under this notice, the government emphasizes that the scope of land to be transferredshould not exceed its scope limit, and some other acts will continue to be strictly prohibited, such ascombining two or more separate tracts of land into one bidding subject, or transferring land withoutfirst completing the demolition and relocation work. The floor-area ratio of residential land should beno less than 1. Further, land allocation decision or land transfer contract should require the real estatedeveloper to commence the construction and development within one year of the land has beendelivered to it and to complete the construction and development within three years. The governmentwill strictly inspect the competence of bidders so as to prohibit any bank loan from being used for thepayment of land price. The deposit for land auction or bidding should not be less than 20% of the baseprice. After the deal of land transfer has been reached, the land transfer agreement should be signedwithin 10 business days, 50% of the land price should be paid within one month of the signing of theland transfer agreement and the payment of the remaining land price should be made within one year.Also, the government should prohibit the purchaser from purchasing land for a certain period if such apurchaser (a) failed to pay the land price in a timely manner; (b) intentionally left the land idle; (c)intentionally reserved land for the purpose of resale; (d) developed land beyond its developmentcapability; or (e) failed to duly perform the land use contract.

Pursuant to the policy measures formulated in the State Council executive meeting on February20, 2013, for strengthening the regulation on real estate market, the PRC government has promulgatedits latest policy to take measures to deter real estate purchase of speculative nature, to increase supply

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of ordinary commodity housing and land, to speed up the planning and construction of affordablehousing projects, as well as to strengthen the real estate market supervision. Pursuant to the 2013Notice, the measures to be taken include continuation of the strict implementation of measures on therestriction of purchase of commodity houses, continuation of strict implementation of housing creditpolicies, continuation of supply of small-to medium-sized ordinary properties and land, enhancement ofthe information system relating to house ownership, imposition of individual income tax at the rate of20% on the transfer income (as defined under the income tax and regulations) from sale of self-ownedresidential properties, and acceleration of the planning and construction of affordable housing projects.The 2013 Notice also requires relevant authorities at regional governments to formulate measures toguard against risks of real estate developers’ breach of contracts or illegal or non-compliance actions inthe property investment and development. Subsequent to the issuance of the 2013 Notice, localgovernments (such as those in Beijing, Shanghai, Shenzhen and Shenyang) have promulgatedcorresponding detailed measures to implement the 2013 Notice.

The General Office of the People’s Government of Guangdong Province forwarded the GeneralOffice of the State Council the Circular to Further Enhance the Regulation and Control of the RealEstate Market（《廣東省人民政府辦公廳轉發國務院辦公廳關於繼續做好房地產市場調控工作的通知》）on March25, 2013, which dictates that areas with soaring house prices shall timely introduce specific measures tocurb rising house prices and strictly enforce the individual income tax imposed on house purchases.Guangzhou and Shenzhen are required to make public their target house prices. Further, Guangzhou,Shenzhen, Zhuhai and Foshan are required to continue to strictly implement the restrictions on housepurchases. Meanwhile, the circular calls for every city above the prefecture level (including ShundeDistrict) to set up fast channels of administrative approval for construction projects of small-andmedium-sized ordinary commodity houses not exceeding 90 sq.m. and to speed up the construction ofaffordable housing.

Specifically, the construction of new affordable housing shall commence by the end of October2013 and the construction of affordable housing commenced prior to 2012 shall be substantiallycompleted by the end of 2013. Guangdong province is set to complete construction of at least 116,000affordable apartments in 2013, and the construction of another 78,400 is on schedule. The circularfurther demands the strengthening of the supervision of the real estate market.

The General Office of the People’s Government of Guangzhou released the ImplementationOpinions to Enforce the General Office of the State Council Circular to Further Enhance the Regulationand Control of the Real Estate Market forwarded by the General Office of the People’s Government ofGuangdong Province（《廣州市人民政府辦公廳關於貫徹廣東省人民政府辦公廳轉發國務院辦公廳關於繼續做好房地產市場調控工作通知的實施意見》）, which was adopted on March 31, 2013. According to these opinions,Guangzhou is set to provide more land for residential use than the average for the past five years.Further, the land supply for the construction of small-to medium-sized ordinary commodity houses willaccount for at least 70% of the total supply of land for residential use and a plot ratio lower than 1 forresidential land shall be prohibited.

On November 15, 2013, the General Office of the People’s Government of Guangzhou issued theOpinions on Further Enhancing the Regulation and Control of the Real Estate Market（《廣州市人民政府辦 公廳關於進一步做好房地產市場調控工作的意見》）. The opinions stipulate that non-Guangzhou residentfamilies are permitted to purchase one property (including newly-built commodity properties andsecond- hand properties), provided that such family have continuously paid individual income tax orsocial security in Guangzhou for at least three years in the five-year period prior to the purchase.Pursuant to the opinions, the Guangzhou Branch of People’s Bank of China issued the Notice onAdjusting Differential Housing-Credit Policies in Guangzhou（《關於調整廣州市差別化住房信貸政策的通知》）on November 18, 2013. According to this notice, for the families purchasing their secondresidential property, the down payment of the purchase shall be 70% or more of the total purchaseprice.

To support the reasonable home buying demand of the household sector and promote thesustainable development of the real estate market, PBOC and CBRC jointly issued the Notice onFurther Improving Financial Services for Real Estate Sector（《關於進一步做好住房金融服務工作的通知》）on September 29, 2014, which provides that for any family that uses loans to buy the first ordinaryhome for its own use, a minimum down payment ratio of mortgage loan is 30% and the floor loan

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interest rate is 70% of the benchmark loan interest rate, and the specific terms shall be decided by thebanking financial institution that provides the loan based on the risk profile of the borrower. Where afamily that already owns a home and has paid off the mortgage loan applies for another mortgage loanto buy another ordinary commercial home to improve the living conditions, the bank may apply thefirst home mortgage loan policy. In cities that have lifted home buying restrictions on residents or thosethat have not imposed such restrictions, when a family that owns two homes or more and has paid offall the mortgage loans applies for a mortgage loan to buy another home, the bank must make prudentdecisions, after considering the solvency and credit standing of the borrower and other factors, on thedown payment ratio and loan interest rate. In view of the local urbanization plan, banks may providemortgage loans to non-local residents that meet the conditions required by the related policies.

PBOC, MOHURD and CBRC jointly issued the Notice on the Policies for Individual HousingLoans（《關於個人住房貸款政策有關問題的通知》）on March 30, 2015, which provides that where a familythat already owns a home and has not paid off the corresponding housing loan applies for anothercommercial individual housing loan to buy another ordinary owner-occupation house to improve theliving conditions, the minimum down payment ratio of housing loan is 40% For a contributingemployee family that uses housing provident fund loans to purchase its first ordinary owner-occupationhome, the minimum down payment ratio of housing loan is 20% Where a contributing employee familythat already owns a home and has paid off the corresponding housing loan applies for another housingprovident fund loan to buy another ordinary owner-occupation house to improve the living conditions,the minimum down payment ratio of housing loan is 30%.

MOF and SAT released the Notice on Adjusting the Business Tax Policies Concerning Transfer ofIndividual Housing（《關於調整個人住房轉讓營業稅政策的通知》）, which was adopted on March 31, 2015.According to the aforesaid notice, where an individual sells a house that was purchased less than twoyears ago, full amount of business tax shall be levied. Where an individual sells a non-ordinary housethat was purchased more than two years (inclusive) ago, business tax shall be levied based on thedifference between the sales proceed and the purchase price of the house. Where an individual sells anordinary house that was purchased more than two years (inclusive) ago, business tax is exempted.

On February 1, 2016, the PBOC and CBRC jointly issued the “Notice on the Adjustment ofIndividual Housing Loans Policies”（《關於調整個人住房貸款政策有關問題的通知》）which provides that incities where property purchase control measures are not being implemented, the minimum downpayment ratio for a personal housing commercial loan obtained by a household for purchasing its firstordinary residential property is, in principle, 25% of the property price, which can be adjusteddownward by 5% by local authorities. For existing residential property household owners which havenot fully repaid the previous loan and are obtaining further personal housing commercial loan topurchase an additional ordinary residential property for the purpose of improving living conditions, theminimum down payment ratio shall be not less than 30% which is lower than the previous requirementof not less than 40%.

Overseas Listing

In August 2006, MOFCOM, the State Assets Supervision and Administration Commission, SAT,the State Administration of Industry and Commerce, the China Securities Regulatory Commission, andSAFE jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by ForeignInvestors（《關於外國投資者併購境內企業的規定》）, as amended on June 22, 2009, (the “New M&A Rule”),which became effective on September 8, 2006. This New M&A Rule requires, among other things, thatoffshore special purpose vehicles, formed for overseas listing purposes through acquisitions of PRCdomestic companies controlled by PRC companies or individuals, obtain the approval of the ChinaSecurities Regulatory Commission prior to publicly listing their securities on an overseas stockexchange. According to the Provisional Measures on Administration of Filing for Establishment andChange of Foreign Investment Enterprises（《外商投資企業設立及變更備案管理暫行辦法》）, the merger andacquisition of domestic non-foreign-invested enterprises by foreign investors shall, if not involvingspecial access administrative measures and affiliated mergers and acquisitions, be subject to the recordfiling measures. Since January 1, 2020, instead of the filings with or approvals from the commerceauthorities, the relevant reports to the commerce authorities through the enterprise registration systemwill be required for foreign investors to acquire Chinese companies.

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Environmental Protection

The laws and regulations governing the environmental protection requirements for real estatedevelopment in China include the PRC Environmental Protection Law（《中華人民共和國環境保護法》）, thePRC Prevention and Control of Noise Pollution Law（《中華人民共和國環境噪聲污染防治法》）, the PRCEnvironmental Impact Assessment Law（《中華人民共和國環境影響評價法》）and the PRC AdministrativeRegulations on Environmental Protection for Development Projects（《建設項目環境保護管理條例》）.

Pursuant to these laws and regulations, depending on the impact of the project on theenvironment, an environmental impact report, an environmental impact analysis table or anenvironmental impact registration form must be submitted by a developer before the relevant authoritiesgrant approval or the filing with those authorities for the commencement of construction of the propertydevelopment. In addition, upon completion of the property development, the relevant environmentalauthorities will also inspect the property to ensure compliance with the applicable environmentalprotection standards and regulations before the property can be delivered to the purchasers.

Labor Law and Labor Contract Law

Pursuant to the Labor Law of the PRC（《中華人民共和國勞動法》）effective since January 1, 1995,and amended on August 27, 2009 and December 29, 2018, the PRC Labor Contract Law（《中華人民共和國勞動合同法》）effective since January 1, 2008 and amended on December 28, 2012, and theImplementing Regulations of the PRC Labor Contract Law（《中華人民共和國勞動合同法實施條例》）effective since September 18, 2008, an employment relationship is established from the date when anemployee commences working for an employer, and a written employment contract must be entered intoon this same date. If an employment relationship has already been established with an employee but nowritten employment contract has been entered into simultaneously, a written employment contract mustbe entered into within one month of the date on which the employee commences work. If an employerfails to enter into a written employment contract with an employee within one year of the date onwhich the employment relationship is established, it must pay the employee twice his/her salary foreach month of the 11-month period and rectify the situation by subsequently entering into a writtenemployment contract with the employee.

Regulation on Social Insurance and Housing Fund

As required under Regulation of Insurance for Labor Injury（《工傷保險條例》）, ProvisionalInsurance Measures for Maternity of Employees（《企業職工生育保險試行辦法》）, Regulation ofUnemployment Insurance（《失業保險條例》）, the Decision of the State Council on Setting up BasicMedical Insurance System for Staff Members and Workers in Cities and Towns（《國務院關於建立城鎮職工基本醫療保險制度的決定》）, the Decision of the State Council for the Establishment of a Unified BasicPension Plan for Enterprises Employees（《國務院關於建立統一的企業職工基本養老保險制度的決定》）, theInterim Regulations on the Collection and Payment of Social Insurance Premiums（《社會保險費徵繳暫行條例》）and the Interim Provisions on Registration of Social Insurance（《社會保險登記管理暫行辦法》）,business enterprises are obligated to provide their employees in China with welfare schemes coveringpension insurance, unemployment insurance, maternity insurance, injury insurance and medicalinsurance. Any enterprise that fails to make social insurance contributions in accordance with therelevant regulations may be ordered to rectify the non-compliance and pay the required contributionswithin a stipulated deadline. If the enterprise fails to rectify the non-compliance by the stipulateddeadline set out by the government authorities, it can be assessed a late fee by the relevant authority inthe amount of 0.2% of the amount overdue per day from the original due date.

In addition, on October 28, 2010, the Standing Committee of the National People’s Congresspromulgated the Social Insurance Law（《中華人民共和國社會保險法》）, which became effective on July 1,2011 and as amended on December 29, 2018, to clarify the components of the social insurance systemin China. According to the Social Insurance Law, employees will participate in pension insurance,work-related injury insurance, medical insurance, unemployment insurance and maternity insurance andthe employers must, together with their employees or separately, pay the social insurance premiums forsuch employees. According to the Social Insurance Law, an employer that fails to make social insurancecontributions may be ordered to pay the required contributions within a stipulated deadline and besubject to a late fee of 0.05% of the amount overdue per day from the original due date by the relevant

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authority. If the employer continues to fail to rectify the delinquent social insurance contributionpayment within such stipulated deadline, it may be subject to a fine ranging from one to three times theamount overdue.

According to Regulations on Management of Housing Fund（《住房公積金管理條例》）, promulgatedin April 1999 and amended in March 2002 and in March 2019, PRC enterprises must register with andbe subject to review by housing fund administration centers with competent jurisdictions, and establishaccounts of housing fund for their employees in entrusted banks. Enterprises are also obligated to payand deposit housing fund in the full amount and in a timely manner. Each of the PRC enterprises andtheir employees are required to contribute to the housing fund and their respective deposits shall not beless than 5% of the individual employee’s monthly average wage during the preceding year. Anyenterprise that fails to make housing fund contributions may be ordered to rectify the non-complianceand pay the required contributions within a stipulated deadline; otherwise, an application may be madeto a local court for compulsory enforcement.

Foreign Exchange Controls

Under the PRC Foreign Currency Administration Rules（《中華人民共和國外匯管理條例》）promulgated in 1996 and revised in 1997 and as amended in 2008, 2012, 2014 and 2016, and variousregulations issued by SAFE and other relevant PRC government authorities, Renminbi is convertibleinto other currencies for the purpose of current account items, such as trade-related receipts andpayments and the payment of interest and dividends. The conversion of Renminbi into other currenciesand remittance of the converted foreign currency outside China for the purpose of capital accountitems, such as direct equity investments, loans and repatriation of investment, requires the priorapproval from SAFE or its local office. Payments for transactions that take place within China must bemade in Renminbi. Unless otherwise provided, PRC companies may repatriate foreign currencypayments received from abroad or retain the same abroad under capital account items after obtainingthe prior approval from SAFE or its local office. Foreign-invested enterprises may retain foreignexchange in accounts with designated foreign exchange banks subject to a cap set by SAFE or its localoffice. Foreign exchange proceeds under the current accounts may be either retained or sold to afinancial institution engaging in settlement and sale of foreign exchange pursuant to relevant rules andregulations of the State. For foreign exchange proceeds under the capital accounts, approval from SAFEis required for its retention or sale to a financial institution engaging in settlement and sale of foreignexchange, except where such approval is not required under the rules and regulations of the State.

In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign ExchangeAdministration for Domestic Residents Engaging in Overseas Financing through Round-trip Investmentvia Offshore Special Purpose Companies（《關於境內居民通過境外特殊目的公司融資及返程投資外匯管理有關問題的通知》）, commonly known as the “Circular 75”. According to the Circular 75, a special purposecompany refers to an offshore company established or indirectly controlled by PRC residents for thespecial purpose of carrying out financing of their assets or equity interest in PRC domestic enterprises.Prior to establishing or assuming control of a special purpose company, each PRC resident, whether anatural or legal person, must complete the overseas investment foreign exchange registration procedureswith the relevant local SAFE branch. The notice applies retroactively. These PRC residents must alsoamend the registration with the relevant SAFE branch in the following circumstances: (1) the PRCresidents have completed the injection of equity investment or assets of a domestic company into thespecial purpose company; (2) the overseas funding of the special purpose company has been completed;or (3) there is a material change in the capital of the special purpose company. Under the rules, failureto comply with the foreign exchange registration procedures may result in restrictions being imposed onthe foreign exchange activities of the violator, including restrictions on the payment of dividends andother distributions to its offshore parent company, and may also subject the violators to penalties underthe PRC foreign exchange administration regulations.

On July 4, 2014, SAFE issued the Notice on Relevant Issues concerning Foreign ExchangeAdministration for Domestic Residents Engaging in Overseas Financing and Investing and Round-TripInvestment via Special Purpose Companies（《關於境內居民通過特殊目的公司境外投融資及返程投資外匯管理有關問題的通知》）together with its two appendices (“Circular 37”, collective, the “New Rule”), whichbecame effective on the same date. The New Rule supersedes the Circular 75, and is intended to

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simplify and facilitate cross-border transactions conducted by domestic residents and to better serve thedevelopment of the Chinese economy in order to enhance the convertibility of cross-border capital andfinancial transactions.

Compared to Circular 75, Circular 37 covers many of the gray areas that Circular 75 failed toaddress. Meanwhile, Circular 37 loosens the government’s control over Domestic Residents, especiallyindividuals, in making foreign investments. There are still gray areas yet to be clarified by Circular 37,however, which the Chinese government may address in future notices and regulations. For now,Circular 37 will give Chinese investors more flexibility in making foreign investments.

On May 10, 2013, SAFE issued Notice on Printing and Distributing the Provisions on ForeignExchange Administration over Direct Investment Made by Foreign Investors in China and theSupporting Documents（《國家外匯管理局關於印發《外國投資者境內直接投資外匯管理規定》及配套文件的通知》）, amended in February 2016 and October 2018, which includes three appendices: (i) Provisionson Foreign Exchange Administration over Direct Investment Made by Foreign Investor in China（《外國投資者境內直接投資外匯管理規定》）, (ii) List of Repealed Regulations on Foreign ExchangeAdministration over Direct Investment in China（《廢止境內直接投資外匯管理法規目錄》）, and (iii)Operating Guidelines for Domestic Direct Investment Business in China（《境內直接投資業務操作指引》）.

Provisions on Foreign Exchange Administration over Direct Investment Made by Foreign Investorsin China（《外國投資者境內直接投資外匯管理規定》）(the “Provisions”) were promulgated on May 10, 2013and effective on May 13, 2013, and contain four chapters and 20 articles. The Provisions set out thegeneral principles for foreign exchange control in direct investments of foreign investors, and specificprovisions on the foreign exchange registration, foreign exchange account management, foreignexchange settlement and sales, as well as supervision and administration of banks engaging in theforeign exchange business related to direct investments of foreign investors. The Provisions apply toforeign investors setting up foreign investment enterprises and foreign investment projects in Chinathrough methods of new establishment, mergers or acquisitions, and obtaining the ownership right,control right and business management right of domestic enterprises.

On February 13, 2015, the SAFE promulgated the Notice on Further Simplifying and Improvingthe Foreign Exchange Management Policies for Direct Investment（《關於進一步簡化和改進直接投資外匯管理政策的通知》）(the “SAFE Notice”) which became effective on June 1, 2015. The SAFE Notice furtherdeepens the reform of foreign exchange management of capital accounts, promotes and makes it moreconvenient for enterprises to carry out capital operations for cross-border investment, regulates foreignexchange management for direct investment, and improves the management efficiency.

On March 30, 2015, SAFE issued the “Notice on the Reform of the Administration of ForeignExchange Registered Capital Settlement for Foreign-Invested Enterprises”（《國家外匯管理局關於改革外商投資企業外匯資本金結匯管理方式的通知》）effective from June 1, 2015, which reforms the administrationof foreign exchange capital settlement for foreign-invested enterprises in China. Pursuant to this notice,foreign-invested enterprises may make equity investments within China by utilizing RMB fundsconverted from their foreign exchange registered capital. In addition to the remittance of equity transferpayments in the original foreign currency, foreign-invested enterprises mainly engaged in investmentbusiness (including foreign investment companies, foreign-invested venture capital enterprises andforeign-invested equity investment enterprises) are permitted to directly convert foreign capital fundsinto RMB funds or transfer the RMB funds converted from the foreign capital account to the bankaccount of the investee enterprise based on the investment scale and the premise that the domesticinvestment projects are authentic and in compliance. Equity investments within China involving theremittance of equity transfer payments in the original foreign currency by general foreign-investedenterprises, other than the above enterprises, are governed by the current domestic reinvestment lawsand regulations. If such foreign-invested enterprises make equity investments in China throughconverted RMB funds, the investee enterprise shall first register the domestic reinvestment activity withthe foreign exchange authorities (bank) in its place of incorporation and open a corresponding RMBaccount to deposit the converted RMB funds into, and the foreign-invested enterprises shall thentransfer the converted RMB funds into the RMB account of the investee enterprise based on theinvestment scale. If the investee enterprise continues to make equity investments in China, the aboveprinciples shall apply. On June 9, 2016, SAFE issued the “Notice to Reform and Regulate the

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Administration Policies of Foreign Exchange Capital Settlement”（《關於改革和規範資本項目結匯管理政策的通知》）to further reform the foreign exchange capital settlement by extending such reform measuresto all other forms of enterprises nationwide.

According to Circular of the State Administration of Foreign Exchange on Further AdvancingForeign Exchange Administration Reform to Enhance Authenticity and Compliance Reviews（《國家外匯管理局關於進一步推進外匯管理改革完善真實合規性審核的通知》）issued by the SAFE on January 26, 2017,funds for overseas loans under domestic guarantees are allowed to be repatriated into the PRC fordomestic use. Debtors can repatriate, directly or indirectly, the funds under guarantees for domestic usethrough issuing loans to or equity participation in domestic institutions.

SAFE promulgated the Circular to Further Promote Cross-border Trade and Investment（《關於進一步促進跨境貿易投資便利化的通知》）dated October 23, 2019 to further ease cross-border trade andinvestment, which allows all of the foreign non-investment enterprises to carry out domestic equityinvestment with their registered capital provided that such investment does not violate applicableSpecial Administrative Measures (Negative List) for Foreign Investment Access and the projects to beinvested is authentic and legitimate.

According to the Circular on Optimizing Administration of Foreign Exchange to Support theDevelopment of Foreign-related Business（《關於優化外匯管理支持涉外業務發展的通知》）issued by SAFEon April 10, 2020, eligible enterprises are allowed to make domestic payments by using their capitalfunds, foreign credits and income under capital accounts of overseas listing, with no need to providethe evidentiary materials concerning authenticity of such capital for banks in advance, provided thatsuch eligible enterprise’s capital use shall be authentic, in line with provisions and conform toprevailing administrative regulations on the use of income under capital accounts. The concerned bankshall conduct spot checking in accordance with the relevant requirements.

Foreign Debt Administration of NDRC

On September 14, 2015, the NDRC issued the NDRC Notice which came into effect on the samedate. According to the NDRC Notice, domestic enterprises and their overseas controlled entities shouldregister any debt securities issued outside the PRC with the NDRC prior to the issue of the securitiesand notify the particulars of the relevant issues within ten business days after the issue of the securities.On May 11, 2018, the NDRC and the MOF jointly issued the “Notice on Promoting the MarketRestraint Mechanisms to Strictly Prevent the Risks of Foreign Debt and Local Debt”（《關於完善市場約束機制嚴格防範外債風險和地方債務風險的通知》）which reiterated the regulatory administration of foreigndebt. On June 27, 2018, NDRC emphasized in a post on its website that the proceeds from bondofferings offshore by PRC property enterprises shall be mainly used for repayments of the debts dueand shall be restricted from being used for investments in property projects within or outside China orworking capital and it is also expressed that NDRC plans to further regulate and standardize, amongothers, the relevant qualifications for the issuance of foreign debt and the usage of funds from suchissuance by enterprises. On July 12, 2019, NDRC published a Notice on Requirements for Foreign DebtRegistration Application by Real Estate Enterprises（《關於對房地產企業發行外債申請備案登記有關要求的通知》）on its website which imposes more restrictions on the use of proceeds of foreign debts incurred byreal estate developers. According to the notice, the use of proceeds of foreign debt incurred by a realestate developer is limited to refinancing its medium to long term offshore debts which will becomedue within one year, and the real estate developer is required to specify in the documents forapplication of foreign debt registration with NDRC the details of such medium to long term offshoredebts to be refinanced, such as amount, maturity date and whether such medium to long term offshoredebts were registered with NDRC. The real estate developer is also required to submit a commitmentletter to NDRC regarding the authenticity of its foreign debt issuance. Failure to comply with theserestrictions, the real estate developer may be blacklisted and prevented from obtaining foreign debtregistrations in the future.

Outbound Investment Administration of NDRC

On December 26, 2017, NDRC issued the Administrative Measures for the Outbound Investmentof Enterprises（《企業境外投資管理辦法》）, or the Measures, effective from March 1, 2018. Under theMeasures, sensitive outbound investment projects carried out by PRC enterprises either directly or

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through overseas enterprises under their control shall be approved by NDRC, and non-sensitiveoutbound investment projects directly carried out by PRC enterprises shall be filed with NDRC or itslocal branch at provincial level. In the case of the large-amount non-sensitive outbound investmentprojects with the investment amount of USD300 million or above carried out by PRC enterprisesthrough the overseas enterprises under their control, such PRC enterprises shall, before theimplementation of the projects, submit a report describing the details about such large-amountnon-sensitive projects to NDRC. Where the PRC resident natural persons make outbound investmentsthrough overseas enterprises under their control, the Measures shall apply mutatis mutandis.Subsequently on January 31, 2018, NDRC issued the Catalogue of Sensitive Outbound InvestmentIndustry (2018 Version)（《境外投資敏感行業目錄（2018年版）》）effective from March 1, 2018 under whichenterprises shall be restricted from making outbound investments in certain industries including withoutlimitation real estate and hotel.

Mainland China Taxation

Because virtually all of our business operations are in mainland China and we carry out thesebusiness operations through operating subsidiaries and joint ventures organized under PRC law, ourPRC operations and our operating subsidiaries and joint ventures in mainland China are subject to PRCtax laws and regulations, which indirectly affect your investment in the Notes.

Dividends from our PRC Operations

Under the PRC tax laws effective prior to January 1, 2008, dividends paid by our PRCsubsidiaries or joint ventures to us were exempt from PRC income tax. However, pursuant to the EITLaws（《中華人民共和國企業所得稅法》）, which took effect on January 1, 2008 and amended on February24, 2017 and December 29, 2018 respectively, dividends paid by foreign-invested enterprises, such assubsidiaries and joint ventures in China, to their foreign investors are subject to a withholding tax at arate of 10% unless any lower treaty rate is applicable.

Under the EIT Laws, enterprises established under the laws of foreign jurisdictions but whose “defacto management body” is located in China are treated as “resident enterprises” for PRC tax purposes,and are subject to PRC income tax on their worldwide income. For such PRC tax purposes, dividendspaid to PRC resident enterprises from their PRC subsidiaries are excluded from such taxable worldwideincome. Under the implementation rules of the EIT Laws, “de facto management bodies” are defined asthe bodies that have material and overall management control over the business, personnel, accountsand properties of an enterprise. There is uncertainty as to how this law and its implementation ruleswill be interpreted or implemented by relevant tax bureaus.

Our Operations in Mainland China

Our subsidiaries and joint ventures through which we conduct our business operations in mainlandChina are subject to PRC tax laws and regulations.

Deed Tax

Under the PRC Interim Regulation on Deed Tax（《中華人民共和國契稅暫行條例》）promulgated bythe State Council in July 1997 and implemented in October 1997 and amended on March 2, 2019, deedtax is chargeable to transferees of land use rights and/or ownership in real properties within theterritory of mainland China. These taxable transfers include:

� grant of use right of state-owned land;

� sale, gift and exchange of land use rights, other than transfer of right to manage ruralcollective land; and

� sale, gift and exchange of premises.

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Deed tax rate is between 3% to 5% subject to determination by local governments at theprovincial level in the light of local conditions. Pursuant to the “Notice on Adjustment of PreferentialTreatment Policies in respect of Deed Tax and Business Tax on Real Estate Transactions”（《關於調整房地產交易環節契稅營業稅優惠政策的通知》）promulgated by MOF, SAT and MOHURD on February 17,2016 and implemented on February 22, 2016, the rate of deed tax payable for real estate transactionswas adjusted downward as follows:

(1) for an individual purchasing the only residential property for his/her household, the rate ofdeed tax was adjusted downward to 1% for a property of 90 sq.m. or less and to 1.5% for aproperty of more than 90 sq.m.; and

(2) for an individual purchasing the second residential property for his/her household to improvethe living conditions, the rate of deed tax was reduced to 1% for a property of 90 sq.m. orless and to 2% for a property of more than 90 sq.m.

If a taxpayer applies for tax preferential treatments, the competent real estate authority at thelocation of the property will issue written search results on the housing status of the taxpayer’shousehold pursuant to his/her application or authorization and promptly provide the search results andthe relevant housing status information to the tax authority. Detailed operation measures will becollectively formulated by the competent financial, tax and real estate departments of various provinces,autonomous region and municipalities.

Beijing, Shanghai, Guangzhou and Shenzhen are temporarily not subject to the above deed taxpreferential treatment policies. The governments of provinces, autonomous regions and municipalitiesmay, within the foresaid range, determine and report their effective tax rates to the MOF and the StateAdministration of Taxation for the record. Pursuant to the Implementation Provisions on Deed Tax inGuangdong Province（《廣東省契稅實施辦法》）promulgated by the People’s Government of Guangdong inJune 1998, the rate of deed tax in Guangdong is 3%.

Corporate Income Tax

Prior to the implementation of the EIT Laws, our PRC subsidiaries and joint ventures weregenerally subject to a 33% corporate income tax. Under the EIT Laws, effective from January 1, 2008and amended on February 24, 2017, a unified enterprise income tax rate is set at 25% for both domesticenterprises and foreign-invested enterprises. The EIT Laws provide certain relief to enterprises thatwere established prior to March 16, 2007, including (1) continued eligibility for the previouspreferential income tax rate during a five-year transition period if such enterprises were entitled topreferential income tax rates before the effectiveness of the EIT Laws and (2) continued eligibility forthe preferential income tax rate until its expiry if such enterprises are entitled to tax holidays for afixed period under the relevant laws and regulations. However, where the preferential tax treatment hasnot commenced due to losses or accumulated loss not being fully offset, such preferential tax treatmentwas deemed to commence from January 1, 2008. In addition, according to the implementation rules ofthe EIT Laws, dividends from PRC subsidiaries to their foreign corporate shareholders are subject towithholding tax at a rate of 10% unless any lower treaty rate is applicable. However, under the EITLaws, enterprises established under the laws of foreign jurisdictions but whose “de facto managementbody” is located in China are treated as “resident enterprises” for PRC tax purposes, and are subject toPRC income tax on their worldwide income. Dividends paid to PRC resident enterprises from theirPRC subsidiaries will be excluded from such taxable worldwide income. Under the implementationrules of the EIT Laws, “de facto management bodies” are defined as the bodies that have material andoverall management control over the business, personnel, accounts and properties of an enterprise.There is uncertainty as to how this law and its implementation rules will be interpreted or implementedby relevant tax bureaus.

In addition, pursuant to the Arrangement between Mainland China and Hong Kong for theAvoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income（《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》）signed on August 21, 2006 and applicablein Hong Kong to income derived in any year of assessment commencing on or after April 1, 2007 andin mainland China to any year commencing on or after January 1, 2007, a company incorporated inHong Kong is subject to withholding income tax at a rate of 5% on dividends it receives from its PRC

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subsidiaries if it holds a 25% or more equity interest in each such PRC subsidiary at the time of thedistribution, or 10% if it holds less than a 25% equity interest in that subsidiary. However, according tothe Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties（《國家稅務總局關於執行稅收協定股息條款有關問題的通知》）, which was promulgated by the SAT and came

into effect on February 20, 2009, if the relevant PRC tax authorities determine, in their discretion, thata company benefits unjustifiably from such reduced income tax rate due to a structure or arrangementthat is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. Basedon the Announcement of Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties（《國家稅務總局關於稅收協定中“受益所有人”有關問題的公告》）, issued by the SAT on February 3, 2018 andwhich came into effect on April 1, 2018, if an applicant’s business activities do not constitutesubstantive business activities, it could result in the negative determination of the applicant’s status as a“beneficial owner”, and consequently, the applicant could be precluded from enjoying theabove-mentioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. OnAugust 27, 2015, SAT issued the Administrative Measures on Entitlement of Non-residents to Treatmentunder Tax Treaties（《非居民納稅人享受稅收協定待遇管理辦法》）, effective on November 1, 2015 andamended on June 15, 2018, which provides that non-resident taxpayers which satisfy the criteria forentitlement to benefits under an applicable tax treaty may, at the time of taxation declaration orwithholding declaration through a withholding agent, be taxed at the lower treaty rate, and be subject tofollow-up administration by the tax authorities.

On March 6, 2009, SAT issued the Measures Dealing with Income Tax of Enterprise Engaged inReal Estate Development and Operation（《房地產開發經營業務企業所得稅處理辦法》）effective on January1, 2008 and amended in June 2014 and June 2018, which specifically stipulates the rules regarding taxtreatment of income and deduction of cost and fees, verification of calculated tax cost and tax treatmenton certain matters of the real estate development enterprise according to the EIT Laws and itsimplementation rules.

On May 12, 2010, SAT promulgated the Notice on the Confirmation of Completion Conditions forDevelopment of Products by Real Estate Development Enterprises（《關於房地產開發企業開發產品完工條件確認問題的通知》）, which provides that a property will be deemed as completed when its deliveryprocedures (including move-in procedures) have commenced or when the property is in fact put in use.Real estate developers must conduct the settlement of costs in time and calculate the amount ofcorporate income tax for the current year.

Value-added Tax

Pursuant to the “Interim Measures on the Management of Value Added Tax of Self-developed RealEstate Project by the Sale of Real Estate Developers”（《房地產開發企業銷售自行開發的房地產項目增值稅徵收管理暫行辦法》）issued on March 31, 2016, implemented on May 1, 2016 and amended on June 15,2018 by SAT, “self-develop” means infrastructure facilities and buildings on the land with land userights by a real estate development company (“taxpayer”). These measures are also applicable to thesale of a development project completed by a taxpayer after such project is taken over when it isunfinished.

VAT is payable by taxpayers in the calendar month immediately following receipt of the presaleproceeds of real estate self-development in accordance with the following formula:

Prepaid VAT = Presale proceeds/(1 + applicable rate or simplified rate) * 3%

The applicable rate is 11%. For taxpayers who conduct old real estate projects and have chosenthe simplified tax method, the simplified rate of 5% will be applied in calculating the Prepaid VAT.Once the simplified tax method is chosen, it shall not be charged within 36 months.

Old real estate projects refer to: (1) real estate projects with construction works commencementpermits stating a contracted date of commencement, which is prior to April 30, 2016; or (2)construction projects holding construction works commencement permits without a contracted date ofcommencement, or not obtaining construction works permits but with a commencement date signed inthe construction contract which is before April 30, 2016.

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On November 19, 2017, the Interim Regulations of the People’s Republic of China on BusinessTax（《中華人民共和國營業稅暫行條例》）was abolished and the Interim Regulations of the People’sRepublic of China on Value added Tax（《中華人民共和國增值稅暫行條例》）was revised by the StateCouncil. According to the revised Interim Regulations of the People’s Republic of China on Valueadded Tax, selling goods, providing labor services of processing, repairs or maintenance, or sellingservices, intangible assets or real property in the PRC, or importing goods to the PRC, shall be subjectto value added tax.

According to the Notice on Adjusting Value-added Tax Rates（《關於調整增值稅稅率的通知》）jointlyissued by MOF and SAT in April 2018, starting from May 1, 2018, the value added tax rate waslowered from 17% to 16% for manufacturing and some other industries, and from 11% to 10% fortransportation, construction, real estate leasing service, sale of real estate, basic telecommunicationservices, and farm produce. The aforesaid tax rate of 16% and 10% was further reduced to 13% and9%, respectively, starting from April 1, 2019 according to a notice jointly issued by MOF, SAT andPRC General Administration of Customs.

Land Appreciation Tax

Under the PRC Interim Regulation on Land Appreciation Tax（《中華人民共和國土地增值稅暫行條例》）promulgated on December 13, 1993, amended on January 8, 2011, and its implementation rulespromulgated and implemented on January 27, 1995, LAT applies to both domestic and foreign investorsin real properties in mainland China, irrespective of whether they are corporate entities or individuals.The tax is payable by a taxpayer on the appreciation value derived from the transfer of land use rights,buildings or other facilities on such land, after deducting the “deductible items” that include thefollowing:

� payments made to acquire land use rights;

� costs and charges incurred in connection with the land development;

� construction costs and charges in the case of newly constructed buildings and facilities;

� assessed value in the case of old buildings and facilities;

� taxes paid or payable in connection with the transfer of the land use rights, buildings orother facilities on such land; and

� other items allowed by the MOF.

The tax rate is progressive and ranges from 30% to 60% of the appreciation value as compared tothe “deductible items” as follows:

Appreciation value LAT rate

Portion not exceeding 50% of deductible items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30%Portion over 50% but not more than 100% of deductible items. . . . . . . . . . . . . . . . . . . . . 40%Portion over 100% but not more than 200% of deductible items . . . . . . . . . . . . . . . . . . . 50%Portion over 200% of deductible items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60%

Exemptions from LAT are available in the following cases:

� taxpayers constructing ordinary residential properties for sale (i.e. the residences built inaccordance with the local standard for residential properties used by the general population,excluding deluxe apartments, villas, resorts and other high-end premises), where theappreciation amount does not exceed 20% of the sum of deductible items;

� real estate taken over and repossessed according to laws due to the constructionrequirements of the state; and

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� due to redeployment of work or improvement of living standards, transfers by individuals oforiginally self-used residential properties, with five years or longer of self-used residenceand with tax authorities’ approval.

According to a notice issued by the MOF and SAT in January 1995, the LAT regulation does notapply to the following transfers of land use rights:

� real estate transfer contracts executed before January 1, 1994; and

� first-time transfers of land use rights and/or premises and buildings during the five yearscommencing on January 1, 1994 if the land grant contracts were executed or thedevelopment projects were approved before January 1, 1994 and the capital has beeninjected for the development in compliance with the relevant regulations.

After the enactment of the LAT regulations and the implementation rules in 1994 and 1995,respectively, due to the long period of time typically required for real estate developments and theirtransfers, many jurisdictions, while implementing these regulations and rules, did not require real estatedevelopment enterprises to declare and pay the LAT as they did other taxes. Therefore, in order toassist the local tax authorities in the collection of LAT, the MOF, SAT, the Ministry of Construction andthe State Land Administration Bureau separately and jointly issued several notices to reiterate that, afterthe assignments are signed, the taxpayers should declare the tax to the local tax authorities where thereal estate is located and pay the LAT in accordance with the amount as calculated by the tax authorityand within the time period as required. For those who fail to acquire proof as regards the tax paid orthe tax exemption from the tax authorities, the real estate administration authority will not process therelevant title change procedures, and will not issue the property ownership certificates.

SAT issued a further Notice on Serious Handling of Administration of the Collection of LandAppreciation Tax（《關於認真做好土地增值稅徵收管理工作的通知》）in July 2002 to require local taxauthorities to require prepayment of LAT on the basis of proceeds from pre-sale of real estate.

In December 2006, SAT issued a Notice on the Administration of the Settlement of LandAppreciation Tax of Property Development Enterprises（《關於房地產開發企業土地增值稅清算管理有關問題的通知》）, which came into effect on February 1, 2007 and was later amended on July 7, 2016 and June15, 2018. The notice required settlement of LAT liabilities by real estate developers. Provincial taxauthorities are given authority to formulate their implementation rules according to the notice and theirlocal situation.

To further strengthen LAT collection, in May 2009, SAT released the Rules on the Administrationof the Settlement of Land Appreciation Tax（《土地增值稅清算管理規程》）, which came into force on June1, 2009 and later amended on July 7, 2016.

On May 19, 2010, SAT promulgated the Notice on Issues Regarding Land Appreciation TaxSettlement（《關於土地增值稅清算有關問題的通知》）, which provides further clarifications and guidelines onLAT settlement, revenue recognition, deductible expenses, timing of assessment and other relatedissues.

On May 25, 2010, SAT issued the Notice on Strengthening the Collection of Land AppreciationTax（《關於加強土地增值稅徵管工作的通知》）, which provides for a minimum LAT prepayment rate at 2%for provinces in the eastern China region, 1.5% for provinces in the central and north-eastern Chinaregions, and 1% for provinces in the western China region. The notice also delegate to the local taxauthorities the authority to determine the applicable LAT prepayment rates based on the types of theproperties in their respective regions.

Pursuant to the “Notice on Adjustment of Preferential Treatment Policies in respect of Deed Taxand Business Tax on Real Estate Transactions”（《關於調整房地產交易環節契稅、營業稅優惠政策的通知》）promulgated by MOF, SAT and MOHURD on February 17, 2016 and implemented on February 22,2016, the rate of deed tax payable for real estate transactions is adjusted downward as follows:

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(1) for an individual purchasing the sole residential property for his/her household, the rate ofdeed tax is adjusted downward to 1% for a property of 90 sq.m. or less and to 1.5% for aproperty of larger than 90 sq.m.; and

(2) for an individual purchasing the second residential property for his/her household to improvethe living conditions, the rate of deed tax is reduced to 1% for a property of 90 sq.m. or lessand to 2% for a property of larger than 90 sq.m.

If a taxpayer applies for tax preferential treatments, the competent real estate authority at thelocation of the property will issue written search results on the housing status of the taxpayer’shousehold pursuant to his/her application or authorization and promptly provide the search results andthe relevant housing status information to the tax authority. Detailed operation measures will becollectively formulated by the competent financial, tax and real estate departments of respectiveprovinces, autonomous region and municipalities.

Beijing, Shanghai, Guangzhou and Shenzhen are not currently subject to the above deed taxpreferential treatment policies on the purchase of the second residential property.

Urban Land Use Tax and Buildings Tax

Pursuant to the PRC Interim Regulations on Land Use Tax in respect of Urban Land（《中華人民共和國城鎮土地使用稅暫行條例》）promulgated by the State Council in September 1988, amended onDecember 31, 2006, January 8, 2011, December 7, 2013 and March 2, 2019, the land use tax in respectof urban land is levied according to the area of relevant land. The annual tax on urban land wasbetween RMB0.6 and RMB30 per sq.m.

Under the PRC Interim Regulations on Buildings Tax（《中華人民共和國房產稅暫行條例》）promulgated by the State Council in September 1986, and amended on January 8, 2011, buildings taxapplicable to domestic enterprises is 1.2% if it is calculated on the basis of the residual value of abuilding and 12% if it is calculated on the basis of the rental. On January 27, 2011, the governments ofShanghai and Chongqing municipalities respectively issued measures for implementing pilot individualproperty tax schemes which became effective on January 28, 2011.

According to the Notice on Issues Relating to Assessment of Buildings Tax againstForeign-invested Enterprises and Foreign Individuals（《關於對外資企業及外籍個人徵收房產稅有關問題的通知》）issued by the MOF and SAT in January 2009, the foreign-invested enterprises, foreign enterprisesand foreign individuals are to be levied the same as domestic enterprises.

Stamp Duty

Under the PRC Interim Regulations on Stamp Duty（《中華人民共和國印花稅暫行條例》）promulgatedby the State Council in August 1988, and amended on January 8, 2011, for property transferinstruments, including those in respect of property ownership transfers, the duty rate is 0.05% of theamount stated therein; for permits and certificates relating to rights, including property ownershipcertificates and land use rights certificates, stamp duty is levied on an item-by-item basis of RMB5 peritem.

Municipal Maintenance Tax

Under the PRC Interim Regulations on Municipal Maintenance Tax（《中華人民共和國城市維護建設稅暫行條例》）promulgated by the State Council in 1985, and amended on January 8, 2011, any taxpayer,whether an individual or otherwise, of consumption tax, value-added tax or business tax is required topay municipal maintenance tax calculated on the basis of product tax, value-added tax and business tax.The tax rate is 7% for a taxpayer whose domicile is in an urban area, 5% for a taxpayer whosedomicile is in a county or a town, and 1% for a taxpayer whose domicile is not in any urban area orcounty or town.

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According to the Circular Concerning Unification of Municipal Maintenance Tax and EducationSurcharge for Foreign Investment and Domestic Enterprises and Individuals（《關於統一內外資企業和個人城市維護建設稅和教育費附加制度的通知》）issued by the State Council on October 18, 2010, the municipalmaintenance tax is applicable to foreign-invested enterprises, foreign enterprises and foreign individualsfrom December 1, 2010.

Education Surcharge

Under the Interim Provisions on Imposition of Education Surcharge（《徵收教育費附加的暫行規定》）promulgated by the State Council in April 1986 and amended on June 7, 1990, August 20, 2005 andJanuary 8, 2011, any taxpayer, whether an individual or otherwise, of value-added tax, business tax orconsumption tax is liable for an education surcharge, unless such taxpayer is required to pay a ruralarea education surcharge as provided by the Notice of the State Council on Raising Funds for Schoolsin Rural Areas（《國務院關於籌措農村學校辦學經費的通知》）. The Education Surcharge rate is 3%calculated on the basis of consumption tax, value-added tax and business tax. According to the CircularConcerning Unification of Municipal Maintenance Tax and Education Surcharge for Foreign Investmentand Domestic Enterprises and Individuals（《關於統一內外資企業和個人城市維護建設稅和教育費附加制度的通知》）issued by the State Council on October 18, 2010, the education surcharge will be applicable toforeign-invested enterprises, foreign enterprises and foreign individuals since December 1, 2010.

Urban Redevelopment

To improve land efficiency, on August 25, 2009, the People’s Government of Guangdong Provinceissued the Opinions on Promoting the Urban Redevelopment to Advance the Conservation of Land（《關於推進「三舊」改造促進節約集約用地的若干意見》）to promote the reformation of the three “olds”, namely“old towns”（舊城鎮）, “old factories”（舊廠房）and “old villages”（舊村莊）. The following types of landfall into the scope of the Urban Redevelopment:

� land in urban areas under the policy of “leave the second industry for the third industry”(which refers to adjusting the structure of industry by diverting industrial land for use in theservice industry);

� land used for factories belonging to industries that have been “prohibited” or “eliminated”pursuant to national industrial policy;

� land used for factories that does not comply with safety production and environmentalprotection requirements;

� towns and villages that are poorly organized and fall behind the times, and that have beenselected for urban renewal; and

� villages listed as example projects of the “Ten-Thousand-Village Restoration”.

Within the scope of old-town reformation and in compliance with urban and rural planning,certain entities (for example, land developers) may purchase several adjacent parcels of land, and applyfor collective reformation based on the Urban Redevelopment planning and annual implementationschedule. The land regulation departments at the city and county levels may assemble the scatteredparcels of land in accordance with these applications and register the resultant alteration of land for theapplicants. A reformation plan shall be made for such purchase reformations and be reported to thegovernment at the city and county levels for implementation approval after they have been approved bythe land regulation departments and the planning department.

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MANAGEMENT

Directors and Senior Management

The following table sets forth information regarding our current directors and senior officers:

Name Age Position

DirectorsGuo Zi Wen（郭梓文）. . . . . . . . . . . . 55 Executive Director and ChairmanGuo Zi Ning（郭梓寧） . . . . . . . . . . . 58 Executive Director, Vice Chairman and Chief

Executive OfficerMa Jun（馬軍）. . . . . . . . . . . . . . . . . 43 Executive Director and Chief Operating OfficerChan Ka Yeung Jacky（陳嘉揚）. . . . . 40 Executive Director and Group Senior Vice

PresidentZhang Jun（張俊）. . . . . . . . . . . . . . . 44 Executive Director and Group Senior Vice

PresidentTsui King Fai（徐景輝）. . . . . . . . . . . 70 Independent Non-executive DirectorCheung Kwok Keung（張國強）. . . . . . 53 Independent Non-executive DirectorHu Jiang（胡江）. . . . . . . . . . . . . . . . 63 Independent Non-executive Director

Senior ManagementHu Hao（胡浩）. . . . . . . . . . . . . . . . . 47 Senior Vice PresidentChen Zhi Bin（陳志斌）. . . . . . . . . . . 38 Vice President, Chief Financial Officer and

Head of Finance CentreHuang Bang Hua（黄邦華）. . . . . . . . . 60 Vice PresidentChen Yong（陳勇） . . . . . . . . . . . . . . 44 Vice PresidentGuo Shi Guo（郭士國）. . . . . . . . . . . . 45 Vice President, Head of Administration and

Human Resources CenterHu Ran（胡冉）. . . . . . . . . . . . . . . . . 50 Vice PresidentGao Xiang Dong（高向東）. . . . . . . . . 44 Assistant to PresidentZhou Xian Jun（周賢軍） . . . . . . . . . . 52 Assistant to PresidentRuan Yong Xi（阮永㬢）. . . . . . . . . . . 40 Assistant to President, Head of the Strategic

Investment Center

Board of Directors

Our Board consists of eight Directors of the Company, three of whom are independentnon-executive directors of the Company. The powers and duties of our Board include conveningshareholders’ meetings and reporting the Board’s work at shareholders’ meetings, implementingresolutions passed at shareholders’ meetings, determining our business plans and investment plans,formulating our annual budget and final accounts, formulating our proposals for profit distributions andfor the increase or reduction of registered capital as well as exercising other powers, functions andduties as conferred by our Memorandum and Articles of Association. All our directors have entered intoservice contracts with our Company.

Executive Directors

Guo Zi Wen, Chairman

Guo Zi Wen, aged 55, is the founder of the Group, and holds a Master degree in businessadministration. He is an executive director of the Group, the chairman of the Board and the chairmanof the nomination committee of the Company. Mr. Guo is mainly responsible for the formulation ofdevelopment strategies of the Company, as well as giving guidance to the Group’s project planning,financing and investment and leading the overall administration management of the Group.

In 2001, Mr. Guo was honored by national main stream media and China Real Estate Associationas one of the Top 10 Persons in Real Estate Industry. In 2004, Mr. Guo received the China Real EstateSpecial Contribution Award, and the China Real Estate Theory Research Contribution Award and was

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named one of the Top 10 Outstanding Real Estate Entrepreneurs in the PRC in the same year. In 2008,Mr. Guo was awarded as one of the Top 10 Outstanding Entrepreneurs of the Past Three Decades inChina Real Estate and was recognized as one of the Top 30 Leaders in the Residential Construction ofGuangdong. In 2010, Mr. Guo was named “Outstanding Leader” in the event “Leaders of Real Estate ofGuangdong in Ten Golden Years” and in 2011, Mr. Guo was named “CAPITAL Leader of Excellence2011”. In 2014, Mr. Guo received the Award of “Outstanding Leaders for the Year” nominated byNanfang Media and Peking University. In 2015, Mr. Guo was awarded “2015 Corporate SocialResponsibility Outstanding Enterprise Award”（2015企業社會責任傑出企業家獎）by Xinhuanet.com（新華網）. Apart from being a director of the Company, Mr. Guo has not held any directorship in other publiccompanies listed in Hong Kong or overseas during the past three years. Mr. Guo is the brother of Mr.Guo Zi Ning.

Guo Zi Ning, Vice Chairman and Chief Executive Officer

Guo Zi Ning, aged 58, is an executive director, a vice chairman and the chief executive officer ofthe Group. He is also a director of the subsidiaries of the Company. He participated in the formation ofthe Group in 1996, is mainly responsible for commercial property investment, development andoperation, and leads the party committee, trade union and corporate culture of the Group. In December2006, he obtained a Master degree in business administration from City University of Macau (formerlyknown as Asia International Open University (Macau)) in Macau. In July 2015, he obtained a certificateof Postgraduate Doctor in business administration from Beijing Normal University（北京師範大學）in thePRC. In November 2015, he obtained a Doctoral degree in business administration from Nueva EcijaUniversity of Science and Technology in Philippines. In September 2016, he obtained a Post-doctoralcertificate from the California State University Monterey Bay in California. During the period fromMay 2016 to April 2017, he participated in a topic of “Research on Peking University – China BrandValue（北京大學中國品牌價值研究）”, and independently wrote a postdoctoral thesis on “Research on theBusiness Operational Strategy of Aomaijia Cross-Border E-commerce（《奧買家跨境電商經營策略研究》）”,and therefore received a certificate from Peking University China Sustainable Development ResearchCentre（北京大學中國持續發展研究中心）in May 2017. Mr. Guo has also been an external tutor of PekingUniversity HSBC Business School EDP Centre（北京大學經濟學院高級管理教育(EDP)中心）sinceNovember 2017, and is currently a domestic visiting scholar in the faculty of economics at PekingUniversity in the PRC. Mr. Guo is the chairman of the board and non-executive director of AoyuanHealthy Life Group (3662.HK). Mr. Guo is the brother of Mr. Guo Zi Wen.

Ma Jun, Chief Operating Officer

Ma Jun, aged 43, is an executive Director and chief operating officer of the Group. He is also adirector of certain subsidiaries of the Company. Mr. Ma is mainly responsible for the management ofProperty Group, International Investment Group and Cultural Tourism Group. Mr. Ma holds a Masterdegree in civil engineering construction from Chongqing University and a Bachelor degree inenvironmental engineering from Tianjin University in the PRC. Mr. Ma joined the Group in March2015, and was appointed as an executive director on 28 August 2015. Mr. Ma worked at 中海地產天津公司 (in English, for identification purpose only, China Overseas Land Tianjin Company) as deputygeneral manager and Autren Real Estate (Group) Co., Ltd. as an executive vice president and possessesmore than 15 years of experience in the real estate industry. Mr. Ma has not held any directorship inthe last three years in public companies which are listed in Hong Kong or overseas.

Chan Ka Yeung Jacky, Group Senior Vice President

Chan Ka Yeung Jacky, aged 40, is an executive director, a senior vice president of the Group andthe chief advisor of International Investment Group. He is also a director of certain subsidiaries of theCompany. Mr. Chan is mainly responsible for listed company related affairs, including corporatefinance and capital markets management, as well as advisory of International Investment Group. Hegraduated from the University of Illinois at Urbana-Champaign in the USA with extensive experiencesin finance industry and corporate management. He had previously been the deputy head and responsibleofficer of the capital markets department of Agile Group and the chief investment officer of Zhong AnReal Estate Company Limited before joining the Group in October 2013. Mr. Chan has not held anydirectorship in the last three years in public companies which are listed in Hong Kong or overseas.

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Mr. Chan was appointed as an executive director on April 15, 2019.

Zhang Jun, Group Senior Vice President

Zhang Jun, aged 44, is a senior vice president of the Group and the president of CommercialProperty Group. He graduated from Zhongnan University of Economics and Law, majoring in marketingand studied in Wuhan University with a minor in industrial and civil architecture. He had served as adeputy general manager of operation and marketing and vice president in renowned companies such asWanda Group and Yurun Group, with extensive management experiences in project development,operation and marketing of the real estate industry. He joined the Group in February 2015 and ismainly responsible for the overall operational management of Commercial Property Group.

Mr. Zhang was appointed as an executive director on April 14, 2020.

Independent Non-Executive Directors

Tsui King Fai

Tsui King Fai, aged 70, was appointed as an independent non-executive director on September 13,2007. Mr. Tsui is the chairman of the remuneration committee and a member of the audit committeeand the nomination committee of the Company. Mr. Tsui holds a Master degree of science inaccountancy and a Bachelor degree of business administration with first class honours awarded by theUniversity of Houston. He is a fellow member of the Hong Kong Institute of Certified PublicAccountants, a member of the Chartered Accountants in Australia and New Zealand and a member ofthe American Institute of Certified Public Accountants. He has over 30 years of extensive experience inaccounting, finance and investment management, particularly in investments in the PRC. He hadworked for two of the “Big Four” audit firms in Hong Kong and the United States of America andserved in various public listed companies in Hong Kong in a senior capacity. Currently, Mr. Tsui is anindependent non-executive director of Lippo Limited (226.HK), Lippo China Resources Limited(156.HK), Hongkong Chinese Limited (655.HK), Vinda International Holdings Limited (3331.HK) andNewton Resources Limited (1231.HK), all listed on the Main Board of the Stock Exchange of HongKong.

Cheung Kwok Keung

Cheung Kwok Keung, aged 53, was appointed as an independent non-executive director of theCompany on January 20, 2011. Mr. Cheung is the chairman of the audit committee and a member ofthe remuneration committee and the nomination committee of the Company. He is a fellow member ofthe Association of Chartered Certified Accountants and an associate member of the Hong Kong Instituteof Certified Public Accountants. Mr. Cheung has over 20 years of experience in auditing, accountingand financial management. Mr. Cheung is the chief financial officer and company secretary of Lee &Man Paper Manufacturing Limited (2314.HK), which is listed on the Main Board of Stock Exchange.Mr. Cheung is an independent non-executive director of DCB Holdings Limited (8040.HK), which islisted on the GEM Board of the Stock Exchange of Hong Kong. Mr. Cheung has resigned as thecompany secretary of Lee & Man Chemical Company Limited (746.HK) on 1 January 2020.

Hu Jiang

Hu Jiang, aged 63, was appointed as an independent non-executive director of the Company onFebruary 28, 2014. Mr. Hu is a member of the audit committee, remuneration committee andnomination committee of the Company. He was the principal of Beijing Normal University (Zhuhai)College of Real Estate from November 2010 to July 2015. Mr. Hu has over 20 years of teaching andresearch experience in the fields of geography and real estate. He is a senior economist and has thequalification of a PRC registered real estate appraiser. He is also a member of China Real EstateValuers Association and was appointed as deputy general secretary of China Real Estate Valuers andAgent Association in July 2015. Mr. Hu holds a degree in science from Beijing Normal University. Mr.Hu had been a vice president of the Company from July 2007 to May 2008. Except for being a directorof the Company, Mr. Hu has not held any directorship in any other public companies which are listedin Hong Kong or overseas during the past three years.

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Senior Management

Hu Hao

Hu Hao, aged 47, is a senior vice president of the Group, the president of InternationalInvestment Group. He obtained a Bachelor degree in urban planning from Huazhong University ofScience and Technology and an EMBA degree from Nankai University. He served in China OverseasProperty Group and Longfor Group for a long period as regional deputy general manager, generalmanager of R&D department and group vice president. He joined the Group in March 2019, and ismainly responsible for product management, cost management and customer research of the Group, aswell as the management of the International Investment Group.

Chen Zhi Bin

Chen Zhi Bin, aged 38, is a vice president, chief financial officer and the head of finance centreof the Group. He graduated from Sun Yat-sen University with a Bachelor degree in finance and is acertified accountant. He had served as an audit manager and general manager of finance department inrenowned companies such as Deloitte Touche Tohmatsu CPA and Fantasia Holdings etc. He joined theGroup in August 2014, and was appointed as chief financial officer on 15 April 2019 and is mainlyresponsible for the financial management, internal audit and risk control of the Group.

Huang Bang Hua

Huang Bang Hua, aged 60, is a vice president of the Group and the president of CapitalInvestment Group. He graduated from the Central China Normal University with a Master degree ineconomics. He had previously been the deputy branch manager and branch manager of GuangzhouBranch of Shenzhen Development Bank and Guangzhou Branch of China Bohai Bank. He joined theGroup in November 2017, and is mainly responsible for the management of the Capital InvestmentGroup.

Chen Yong

Chen Yong, aged 44, is a vice president of the Group and the vice president of Property Group.He obtained a Bachelor degree from Zhongnan University of economics and law. He has extensiveexperience in fund management. He had served in some well-known companies such as Vanke Group,Gemdale Group and Logan Property. He joined the Group in June 2014, and is mainly responsible forthe investment and financing management, fund management and risk control of funding for theProperty Group.

Guo Shi Guo

Guo Shi Guo, aged 45, is a vice president of the Group and head of administration and humanresources center. He graduated from Jilin University with a Doctoral degree in economics. He served asthe general managers (human resources) and chief human resource officer in renowned companies suchas Wanda Group and Homnicen Group. He joined the Group in October 2018, and is mainly responsiblefor the administration, human resources, brand management and information technology management ofthe Group.

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Hu Ran

Hu Ran, aged 50, is a vice president of the Group, the vice president of Commercial PropertyGroup and the president of Technology Group. He obtained a Bachelor degree in water resources andhydropower engineering and a Bachelor degree in economics and management from TsinghuaUniversity, a Master degree in international finance and trade from the School of Economics andManagement, Tsinghua University and a Doctoral degree in finance from Lingnan (University) Collegeof Sun Yat-sen University. He served in renowned companies such as CITIC Bank, Southern AirlinesGroup Finance Company and Country Garden Holdings Company Limited as person in charge ofsub-branch, general manager and vice president. He joined the Group in July 2012, and is mainlyresponsible for the finance, legal, external liaison and technology industry work of CommercialProperty Group.

Gao Xiang Dong

Gao Xiang Dong, aged 44, is an assistant to president of the Group, the vice president of PropertyGroup and the president of Production Group under Property Group. He obtained his Master degreefrom South China University of Technology. He has extensive experience in design management. Hejoined the Group in April 2012, and is mainly responsible for the management of the Production Groupunder Property Group.

Zhou Xian Jun

Zhou Xian Jun, aged 52, is an assistant to president of the Group and the vice president of CapitalInvestment Group. He obtained a Bachelor degree from Zhongnan University of Economics and Law.He had previously worked in Guangdong Yonghua Law Firm, Global Kingway Law Firm andGuangdong Baike Law Firm. He joined the Group in December 2010, and is mainly responsible forland development of the Capital Investment Group.

Ruan Yong Xi

Ruan Yong Xi, aged 40, is an assistant to president of the Group and head of the strategicinvestment center. He graduated from Guangdong University of Foreign Studies with a Bachelor degreein accounting and is a certified accountant. He had been the general manager of finance department ofFantasia Holdings, assistant chief financial officer of Evergrande Group and audit manager of DeloitteTouche Tohmatsu CPA. He joined the Group in March 2018, and is mainly responsible for the strategicinvestment of the Group.

Board Committees

Audit Committee

The audit committee was established for the purposes of reviewing the financial statements andreports and considering any significant or unusual items raised by staff responsible for the accountingand financial reporting function, internal audit department or external auditors before submission to theBoard. The main duties of the audit committee are to review and provide supervision over our financialreporting system, internal control system and risk management system and make recommendations tothe Board on any material issues in relation thereto. The audit committee is also responsible for makingrecommendations to the Board on the appointment, reappointment and removal of the external auditors,approving the remuneration and terms of engagement of the external auditors and considering anyquestions of resignation or dismissal of such auditors. The audit committee meets whenever it deemsnecessary with our external auditors to discuss the audit process and accounting issues.

The audit committee consists of three independent non-executive directors of the Company,namely Mr. Cheung Kwok Keung, Mr. Tsui King Fai and Mr. Hu Jiang. The audit committee is chairedby Mr. Cheung Kwok Keung. None of the members of the audit committee is a former partner of ourexisting external auditors.

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Remuneration Committee

The remuneration committee is responsible for making recommendations, reviewing and approvingthe executive directors’ and senior management’s remuneration and other benefits, as well as makingrecommendations to the Board on the remuneration of non-executive directors of the Company toensure that the level of their remunerations is reasonable. In addition, the remuneration committee isresponsible for making recommendations to the Board on our policy and structure for all remunerationof directors of the Company and senior management and establishing transparent procedures fordeveloping such remuneration policy and structure to ensure that no director of the Company or any ofhis associates will participate in deciding his own remuneration.

The remuneration committee comprises Mr. Tsui King Fai, Mr. Cheung Kwok Keung and Mr. HuJiang. The remuneration committee is chaired by Mr. Tsui King Fai.

Nomination Committee

The nomination committee is primarily responsible for considering and nominating suitablecandidates to become members of the Board. The nomination committee is also responsible forreviewing the structure, size and composition of the Board on a regular basis and is required to ensurethat it has a balance of expertise, skills and experience appropriate for the requirements of our businessand assesses the independence of the independent non-executive directors of the Company.

The nomination committee comprises Mr. Guo Zi Wen, Mr. Tsui King Fai, Mr. Cheung KwokKeung and Mr. Hu Jiang. The nomination committee is chaired by Mr. Guo Zi Wen.

Remuneration of Directors and Senior Management

We reimburse our directors of the Company for expenses which are necessarily and reasonablyincurred for providing services to us or discharging their duties in relation to our operations. Whenreviewing and determining the specific remuneration packages for our executive directors of theCompany and senior management, our remuneration committee takes into consideration factors such assalaries paid by comparable companies, time commitment and responsibilities of our directors of theCompany, employment elsewhere in our Group and desirability of performance-based remuneration.

For the years ended December 31, 2017, 2018 and 2019, the total remuneration (comprising basicsalaries, housing allowances, other allowances, pension and benefits in kind) paid to our directors ofthe Company was approximately RMB12.7 million, RMB15.9 million and RMB34.8 million,respectively.

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Directors’ Interests

As at June 30, 2020, the interests of our directors of the Company and their associates in ourissued share capital were as follows:

Number of shares

Ordinary shares

Name of Director

Interests heldunder

personalname

Interests heldby controlledcorporations

Underlyingshares

(under equityderivatives

of theCompany)(1)

Aggregateinterest

Approximatepercentage of

the issuedshare capital

Mr. Guo Zi Wen . . . . . . . . . . . . – 1,486,532,625(2) – 1,486,532,625 55.00%Mr. Guo Zi Ning(3) . . . . . . . . . . . –Mr. Ma Jun . . . . . . . . . . . . . . . 3,500,000 – – 3,500,000 0.13%Mr. Chan Ka Yeung Jacky. . . . . . . 2,850,000 – – 2,850,000 0.11%Mr. Zhang Jun . . . . . . . . . . . . . 2,989,000 – – 2,989,000 0.11%

Notes:

(1) The interests in the underlying shares represented share options granted by the Company to these directors as beneficialowners.

(2) 1,395,201,062 ordinary shares are registered in the name of Ace Rise Profits Limited while 91,331,563 ordinary shares areregistered in the name of Joy Pacific Group Limited. Ace Rise Profits Limited is owned as to 90% by Joy Pacific GroupLimited (which in turn is wholly owned by Sturgeon Limited) and as to 10% by Hopka Investments Limited. SturgeonLimited is wholly-owned by Asia Square Holdings Ltd., as nominee and trustee for J. Safra Sarasin Trust Company(Singapore) Ltd. as the trustee holding such interests on trust for the beneficiaries of The Golden Jade Trust. The GoldenJade Trust is a discretionary family trust established under the laws and regulations of Singapore. The settlors of TheGolden Jade Trust are Mr. Guo Zi Wen and Ms. Jiang Miner.

(3) Since April 2013, upon completion of a share transfer, Ace Rise Profits Limited is owned as to 90% by Joy Pacific GroupLimited (which in turn is wholly owned by Sturgeon Limited) and as to 10% by Hopka Investments Limited, a companywholly owned by Ms. Su Chaomei who is the wife of Mr. Guo Zi Ning, a director of the Company. As a result, Mr. GuoZi Ning has a deemed effective interest of about 5.2% of the shares of the Company. Since Ace Rise Profits Limited is nota controlled corporation of Mr. Guo Zi Ning or Ms. Su Chaomei under the SFO, no notice has been filed under the SFOby Mr. Guo Zi Ning in respect to his deemed interest in Ace Rise Profits Limited.

(4) On November 4 and 5, 2020, Joy Pacific Group Limited acquired 2,800,000 ordinary shares in total.

As of the date of this offering memorandum, Joy Pacific Group Limited is deemed to hold a total of 1,489,332,625 shares(55.10% of the issued share capital of the Company) and Mr. Guo Zi Wen has a deemed effective interest of 55.10% of theshares of the Company.

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PRINCIPAL SHAREHOLDERS

As at June 30, 2020, the interests and short positions of persons other than the Directors or chiefexecutive of the Company in the shares and the underlying shares of the Company representing 5% ormore of the nominal value of shares comprised in the relevant share capital of the Company asrecorded in the register kept by the Company under Section 336 of the Securities and FuturesOrdinance (Chapter 571 of the Law of Hong Kong) (the “SFO”) were as follows:

Name of shareholders Capacity Number of shares

(%)Approximatepercentage of

the issuedshare capital

Ace Rise Profits Limited(1) . . . . . . . Beneficial owner 1,395,201,062 51.62%

Joy Pacific Group Limited(1) . . . . . . Interest of controlledcorporation andbeneficial owner

1,486,532,625 55.00%

Sturgeon Limited(1) . . . . . . . . . . . . . Interest of controlledcorporation

1,486,532,625 55.00%

Asia Square Holdings Ltd.(1) . . . . . . Interest of controlledcorporation

1,486,532,625 55.00%

J. Safra Sarasin Trust Company(Singapore) Ltd.(1) . . . . . . . . . . .

Trustee 1,486,532,625 55.00%

Ms. Jiang Miner(1). . . . . . . . . . . . . . Settlors of The GoldenJade Trust

1,486,532,625 55.00%

Hopka Investments Limited(2). . . . . .

Notes:

(1) The 1,395,201,062 shares are registered in the name of Ace Rise Profits Limited, while 91,331,563 ordinary shares areregistered in the name of Joy Pacific Group Limited. Ace Rise Profits Limited is owned as to 90% by Joy Pacific GroupLimited (which in turn is wholly-owned by Sturgeon Limited) and as to 10% by Hopka Investments Limited. SturgeonLimited is wholly-owned by Asia Square Holdings Ltd., as nominee and trustee for J. Safra Sarasin Trust Company(Singapore) Ltd. as the trustee holding such interests on trust for the beneficiaries of The Golden Jade Trust. The GoldenJade Trust is a discretionary family trust established under the laws and regulations of Singapore. The settlors of TheGolden Jade Trust are Mr. Guo Zi Wen and Ms. Jiang Miner.

(2) Since April 2013, upon completion of a share transfer, Ace Rise Profits Limited is owned as to 90% by Joy Pacific GroupLimited (which in turn is wholly-owned by Sturgeon Limited) and as to 10% by Hopka Investments Limited, a companywholly-owned by Ms. Su Chaomei who is the wife of Mr. Guo Zi Ning, a director of the Company. As a result, Mr. GuoZi Ning has a deemed effective interest of about 5.2% of the shares of the Company. Since Ace Rise Profits Limited is nota controlled corporation of Mr. Guo Zi Ning or Ms. Su Chaomei under the SFO, no notice has been filed under the SFOby Mr. Guo Zi Ning in respect to his deemed interest in Ace Rise Profits Limited.

(4) On November 4 and 5, 2020, Joy Pacific Group Limited acquired 2,800,000 ordinary shares in total.

As of the date of this offering memorandum, Joy Pacific Group Limited is deemed to hold a total of 1,489,332,625 shares(55.10% of the issued share capital of the Company) and Mr. Guo Zi Wen has a deemed effective interest of 55.10% of theshares of the Company.

Save as disclosed, none of the Directors knows of any person (not being a Director or chiefexecutive of the Company) who will have an interest or short position in the shares or underlyingshares of the Company representing 5% or more of the nominal value of Shares comprised in therelevant share capital of the Company.

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RELATED PARTY TRANSACTIONS

The following discussion describes certain material related party transactions between ourconsolidated subsidiaries and our directors, executive officers and substantial shareholders and, in eachcase, the companies with whom they are affiliated. Each of our related party transactions was enteredinto in the ordinary course of business, on fair and reasonable commercial terms, in our interests andthe interests of our shareholders.

As a listed company on the Hong Kong Stock Exchange, we are subject to the requirements ofChapter 14A of the Listing Rules, which require certain “connected transactions” with “connectedpersons” be approved by a company’s independent shareholders. Each of our related party transactionsdisclosed hereunder that constitutes a connected transaction within the meaning of the Listing Rulesrequiring shareholder approval has been so approved or otherwise exempted from compliance underChapter 14A of the Listing Rules.

The following tables set forth certain material transactions between us and our related parties forthe periods indicated:

Year endedDecember 31,

Six months endedJune 30,

2017 2018 2019 2019 2020

(RMB’000)

Interest income . . . . . . . . . . . . . . . 6,585 30,564 23,003 – 9,245Property management services

income . . . . . . . . . . . . . . . . . . . 9,220 13,838 9,554 3,017 21,882Interest expense . . . . . . . . . . . . . . 134,732 214,939 171,047 149,745 16,610Short-term benefits of key

management . . . . . . . . . . . . . . . 24,911 33,901 60,988 27,285 24,316Retirement benefit scheme

contributions . . . . . . . . . . . . . . . 62 63 428 36 280Share-based payments of key

management . . . . . . . . . . . . . . . 1,100 11,487 7,869 4,232 –Services revenue . . . . . . . . . . . . . – 33,525 11,955 – –Construction services . . . . . . . . . . – 173,989 174,732 87,314 33,402Property management services . . . . 26 26 26 – –Rental income . . . . . . . . . . . . . . . – – 2,091 – –Other expenses . . . . . . . . . . . . . . . – – 42,265 26,379 2,721

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DESCRIPTION OF OTHER MATERIAL INDEBTEDNESS

To fund our existing property projects and to finance our working capital requirements, we andour subsidiaries have entered into loan agreements with various financial institutions. We set forthbelow a summary of the material terms and conditions of certain of these loans and other indebtedness.

Project Loan Agreements

Certain of our PRC subsidiaries have entered into loan agreements with various PRC banks andfinancial institutions. These loans typically are project loans to finance the construction of our projects(the “project loans”) and generally have terms ranging from one to eight years, which usuallycorrespond to the construction periods of the particular projects. As at June 30, 2020, the aggregateoutstanding amount under these onshore project loans totalled approximately RMB46,417.7 million.

Interest

The principal amounts outstanding under the project loans generally bear interest at variable rates.Interest payments are payable monthly and must be made on each payment date as provided in theparticular loan agreement. As at June 30, 2020, the weighted average interest rate on the aggregateoutstanding amount of our onshore project loans was 6.4% per annum.

Covenants

Under these project loans, many of our subsidiary borrowers have agreed, among other things, notto take the following actions without first obtaining the lenders’ prior consent:

� create encumbrances on any part of their properties or assets or deal with their assets in away that may adversely affect their ability to repay their loans;

� grant guarantees to any third parties that may adversely affect their ability to repay theirloans;

� unilaterally, or with consent from the relevant insurer, alter, cancel or terminate theinsurance policies taken over their properties or assets, or waive their right to make claimsunder the insurance policies or to seek compensation from any third parties;

� make any major changes to their corporate structures, such as entering into joint ventures,mergers and acquisitions and reorganizations or change the company’s status, such asliquidation and dissolution;

� alter the nature or scope of their business operations in any material respect;

� transfer part or all of the liabilities under the loans to a third party;

� extend the term of the loan;

� enter into related party transactions exceeding a certain predetermined threshold; or

� prepay the loan.

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Guarantee and Security

Certain of our PRC subsidiaries have entered into guarantee agreements with the PRC banks andfinancial institutions in connection with some of the project loans pursuant to which these subsidiarieshave guaranteed all liabilities of the subsidiary borrowers under these project loans. Furthermore, as atDecember 31, 2019, RMB38,825.1 million of the project loans was secured by land use rights, certainbank balances, equity interests and properties of the subsidiary borrowers or our other PRCsubsidiaries.

Term Loans

Dual currency term loan facilities

On March 13, 2018, we entered into the Loan Agreement, pursuant to which a banking facilityrelating to secured dual currency term loan facilities of approximately HK$1.6 billion was granted byNanyang Commercial Bank, Limited, Hang Seng Bank Limited and China Minsheng Banking Corp.,Ltd. Hong Kong Branch to us, consisting of the HK$ facility and the US$ facility.

On April 27, 2018, the Acceded Lenders acceded to the Loan Agreement as lenders and mandatedlead arrangers in accordance with the terms of the Loan Agreement. Pursuant to the Lender Accession,additional loan facilities of approximately HK$858,000,000 was granted by the Acceded Lenders to us.Following the Lender Accession, the total amount of loan facilities made available to the Companyunder the Loan Agreement equals to approximately HK$2.458 billion.

On July 11, 2018, three banks (the “Additional Acceded Lenders”) acceded to the Loan Agreementas lenders and mandated lead arrangers in accordance with the terms of the Loan Agreement (the“Additional Lender Accession”). Pursuant to the Additional Lender Accession, additional loan facilitiesof approximately HK$700 million was granted by the Additional Acceded Lenders to the Company.Following the execution of the Additional Lender Accession, the total amount of loan facilities madeavailable to the Company under the Loan Agreement equals to approximately HK$3.2 billion.

On April 9, 2019, we were granted a banking facility by Nanyang Commercial Bank, Limited asagent, relating to secured dual-currency term loan facilities of approximately HK$1,131 million andUS$20 million under a loan agreement, pursuant to which we shall pay to the lenders interest on alloutstanding amounts, arrangement fees, commitment fees and other related fees. Certain of oursubsidiaries have jointly and severally guaranteed the due and punctual payment of the principal,interest and all other amounts payable. Our obligations under the loan agreement are secured by sharecharges granted by us and certain of our subsidiaries in respect of capital stock of certain subsidiaries.On July 15, 2019, we were granted additional loan facilities equivalent to HK$312 million under theloan agreement. Therefore, the total amount of the loan facilities made available to us under the loanagreement equals to approximately HK$1.6 billion.

On 21 January 2020, we were granted a banking facility by Hang Seng Bank Limited as agentrelating to secured dual currency term loan facilities of approximately HK$1,055 million and US$95million under a loan agreement pursuant to which we shall pay to the lenders interest on all outstandingamounts, in the case of the HK$ Facility on a basis of a 365-day year, and in the case of the US$Facility on a basis of a 360-day year. Certain of our subsidiaries have jointly and severally guaranteedthe due and punctual payment of the principal, interest and all other amounts payable under the loanagreement. Our obligations under the loan agreement will be secured by share charges granted by usand certain of our subsidiaries in respect of capital stock of certain subsidiaries.

On 29 April 2020, three banks (one of which is an original lender under the 21 January 2020 loanagreement and two acceded lenders) (collectively, the “2020 Acceded Lenders”) acceded to the loanagreement as acceded lenders in accordance with the terms of the loan agreement (the “2020 LenderAccession”). Pursuant to the 2020 Lender Accession, additional loan facilities equivalent toapproximately HK$350 million was granted by the 2020 Acceded Lenders to the Company. Followingthe 2020 Lender Accession, the total amount of loan facilities made available to the Company under the21 January 2020 loan agreement equals to approximately HK$2.1 billion. Under the 2020 LenderAccession, each 2020 Acceded Lender (to the extent not already an original lender and an original lead

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arranger under the loan agreement), (a) became a party to the loan agreement; (b) shall have the rightsand obligations of a lender and a lead arranger as if it were an original lender and an original leadarranger under the loan agreement; and (c) shall be bound by the provisions of the loan agreement.

Other Term Loans

On November 28, 2019, we, as borrower, and Dah Sing Bank, Limited, as lender, entered into aFacility Letter, pursuant to which a floating interest rate term loan facility of up to HK$150 millionwas granted by Dah Sing Bank, Limited.

On December 12, 2019, China Aoyuan Financial Management Limited and us, as borrowers, andChiyu Banking Corporation Limited, as lender, entered into a Facility Letter, pursuant to which afloating interest rate term loan facility of up to HK$900 million was granted by Chiyu BankingCorporation Limited for refinancing the existing indebtedness and the generate corporate funding needs.

Customer Guarantees

In line with industry practice, we provide guarantees to mortgagee banks in respect of mortgageloans taken out by purchasers of our properties. Such guarantee obligations typically terminate upon thedelivery of the relevant property ownership certificates on the underlying property to the bank.

Certain Debt Securities issued by the Company

The September 2017 Notes

On September 13, 2017, the Company issued 5.375% Senior Notes due 2022 in an aggregateprincipal amount of US$250 million.

The May 2018 Notes

On May 10, 2018 and June 19, 2018, the Company issued 7.50% Senior Notes due 2021 in anaggregate principal amount of US$425 million.

The September 2018 USD Notes

On September 7, 2018 and January 10, 2019, the Company issued 7.95% Senior Notes due 2021in an aggregate principal amount of US$500 million.

The September 2018 SGD Notes

On September 7, 2018, the Company issued 7.15% Singapore dollars denominated Senior Notesdue 2021 in an aggregate principal amount of S$100 million.

The January 2019 USD Notes

On January 23, 2019, the Company issued 8.50% Senior Notes due 2022 in an aggregate principalamount of US$500 million.

The February 2019 USD Notes

On February 19, 2019, the Company issued 7.95% Senior Notes due 2023 in an aggregateprincipal amount of US$225 million.

The June 2019 USD Notes

On June 21, 2019, the Company issued 7.35% Senior Notes due 2023 in an aggregate principalamount of US$200 million.

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The Additional February 2019 USD Notes

On August 6, 2019, the Company issued 7.95% Senior Notes due 2023 in an aggregate principalamount of US$250 million (the “Additional February 2019 USD Notes”), which has been consolidatedand has formed a single series with the February 2019 USD Notes.

Issuance of the 2019 Domestic Bonds

In September 2019, we issued 6.8% domestic bonds due 2023 in an aggregate principal amount ofRMB1.5 billion.

The February 2020 USD Notes

On February 17, 2020, the Company issued 4.8% Senior Notes due 2021 in an aggregate principalamount of US$188 million.

Issuance of the March 2020 Domestic Bonds

In March 2020, we issued 5.5% domestic bonds due 2025 in an aggregate principal amount ofRMB2.54 billion.

The July 2020 USD Notes

On July 2, 2020, the Company issued 6.35% Senior Notes due 2024 in an aggregate principalamount of US$460 million.

The September 2020 USD Notes

On September 24, 2020, the Company issued 6.20% senior notes due 2026 in an aggregateprincipal amount of US$350 million.

Issuance of the August 2020 Domestic Bonds

In August 2020, we issued 5.65% domestic bonds due 2025 in an aggregate principal amount ofRMB1.18 billion.

Redemption of Notes

On February 28, 2017, we announced the redemption of an aggregate principal amount of US$300million of the US$300 million 11.25% senior notes due 2019, representing 100% of the principalamount of such notes, at a redemption price equal to 105.625% of the principal amount thereof togetherwith all accrued and unpaid interest. We completed the redemption on September 28, 2017.

On May 24, 2018, we fully repaid the US$250 million 10.875% Senior Notes due 2018.

On April 24, 2019, we fully repaid the US$250 million 6.525% Senior Notes due 2019.

On January 9, 2020, we fully repaid the US$425 million 6.35% Senior Notes due 2020.

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DESCRIPTION OF THE NOTES

For purposes of this “Description of the Notes”, the term “Company” refers to China AoyuanGroup Limited, and any successor obligor on the Notes, and not to any of its Subsidiaries. EachSubsidiary of the Company which Guarantees the Notes is referred to as a “Subsidiary Guarantor”, andeach such Guarantee is referred to as a “Subsidiary Guarantee”. Each Subsidiary of the Company thatin the future provides a JV Subsidiary Guarantee (as defined herein) is referred to as a “JV SubsidiaryGuarantor”.

The Notes are to be issued under an indenture to be dated as of the Original Issue Date (the“Indenture”), among the Company, the Subsidiary Guarantors, as guarantors, and DB Trustees (HongKong) Limited, as trustee (the “Trustee”).

The following is a summary of certain provisions of the Indenture, the Notes, the SubsidiaryGuarantees, the JV Subsidiary Guarantees, the Intercreditor Agreement and the Security Documents.This summary does not purport to be complete and is qualified in its entirety by reference to all of theprovisions of the Indenture, the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees, theIntercreditor Agreement and the Security Documents. It does not restate those agreements in theirentirety.

Whenever particular sections or defined terms of the Indenture not otherwise defined herein arereferred to, such sections or defined terms are incorporated herein by reference. Copies of the Indenturewill be available for inspection on or after the Original Issue Date at the corporate trust office of theTrustee at Level 60, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.

Brief Description of the Notes

The Notes:

� are general obligations of the Company;

� are senior in right of payment to any existing and future obligations of the Companyexpressly subordinated in right of payment to the Notes;

� rank and will rank at least pari passu in right of payment with all other unsecured,unsubordinated Indebtedness of the Company (subject to any priority rights of suchunsecured, unsubordinated Indebtedness pursuant to applicable law);

� are guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors, if any, on asenior basis, subject to the limitations described below under the captions “– The SubsidiaryGuarantees and JV Subsidiary Guarantees”, “– Replacement of Subsidiary Guarantees withJV Subsidiary Guarantees” and in “Risk Factors – Risks Relating to the SubsidiaryGuarantees, the JV Subsidiary Guarantees and the Collateral”;

� are effectively subordinated to any secured obligations of the Company, the SubsidiaryGuarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets servingas security therefor; and

� are effectively subordinated to all existing and future obligations of the Non-GuarantorSubsidiaries.

In addition, on the Original Issue Date subject to the limitations described in “Risk Factors –Risks Relating to the Subsidiary Guarantees, the JV Subsidiary Guarantees and the Collateral” and inthe caption “– Security” below, the Notes will be secured by a pledge of the Collateral as describedbelow under the caption “– Security” and will:

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� be entitled to a first priority lien on all of the Collateral (subject to Permitted Liens and theIntercreditor Agreement). This first priority lien on the Collateral (subject to Permitted Liensand the Intercreditor Agreement) will be shared on a pari passu and pro rata basis with theExisting Creditors pursuant to the terms of the Intercreditor Agreement described under “–Security – Intercreditor Agreement”; and

� rank effectively senior in right of payment to unsecured obligations of the Company and theSubsidiary Guarantor Pledgors with respect to the value of the Collateral pledged by theCompany and the Subsidiary Guarantor Pledgors securing the Notes (subject to any priorityrights of such unsecured obligations pursuant to applicable law).

As of the Original Issue Date, all of the Company’s Subsidiaries are “Restricted Subsidiaries”.However, under the circumstances described below under the caption “– Certain Covenants –Designation of Restricted and Unrestricted Subsidiaries”, the Company is permitted to designate certainof its Subsidiaries as “Unrestricted Subsidiaries”. The Company’s Unrestricted Subsidiaries willgenerally not be subject to the restrictive covenants in the Indenture and will not Guarantee the Notes.

The PRC Non-Guarantor Subsidiaries, which hold substantially all of the Company’s assets andoperations, are separate and distinct legal entities and have no obligation, contingent or otherwise, topay any amounts due under the Notes or the Subsidiary Guarantees. Any right that the Company or aSubsidiary Guarantor has to receive the assets of any PRC Non-Guarantor Subsidiary upon theliquidation or reorganization of such PRC Non-Guarantor Subsidiary (and the consequent right ofholders of the Notes to receive proceeds from the sale of such assets) will be effectively subordinatedto the claims of such PRC Non-Guarantor Subsidiary’s creditors, including holders of its debt and itstrade creditors.

As of June 30, 2020,

� the Company and its consolidated subsidiaries had total consolidated borrowings (includingbank and other borrowings, borrowings from related companies and corporate bonds) ofapproximately RMB127,043.5 million, of which approximately RMB88,174.1 million wassecured; and

� the Non-Guarantor Subsidiaries had consolidated total borrowings (including bank and otherborrowings, borrowings from related companies and corporate bonds) of approximatelyRMB94,444.1 million.

In addition, as of June 30, 2020, the Non-Guarantor Subsidiaries had other commitments andcontingent liabilities of approximately RMB31,488.5 million and RMB102,824.0 million respectively.

The Notes will mature on , . Except as otherwise provided in the Indenture, theNotes will not be redeemable prior to maturity.

The Indenture allows additional Notes to be issued from time to time (the “Additional Notes”),subject to certain limitations described under “– Further Issues”. Unless the context requires otherwise,references to the “Notes” for all purposes of the Indenture and this “Description of the Notes” includeany Additional Notes that are actually issued.

The Notes will bear interest at % per annum from the Original Issue Date or from themost recent Interest Payment Date to which interest has been paid or duly provided for, payablesemi-annually in arrears on and of each year (each an “Interest Payment Date”),commencing on , 2021.

Interest on the Notes will be paid to Holders of record at the close of business on the fifteenthday immediately preceding an Interest Payment Date (each, a “Record Date”), notwithstanding anytransfer, exchange or cancellation thereof after a Record Date and prior to the immediately followingInterest Payment Date.

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In any case in which the date of the payment of principal of or premium (if any) or interest onthe Notes shall not be a Business Day in the relevant place of payment, then payment of such principal,premium (if any) or interest need not be made in such place on such date but may be made on the nextsucceeding Business Day in such place. Any payment made on such Business Day shall have the sameforce and effect as if made on the date on which such payment is due, and no interest on the Notesshall accrue for the period after such date. Furthermore, Holders will not be entitled to any interest orother payment if the Holder is late in surrendering its certificate or Note (as applicable, if required todo so). Interest on the Notes is calculated on the basis of a 360-day year comprised of twelve 30-daymonths. So long as the Notes are held in global form, each payment in respect of the Global Note willbe made to the person shown as the holder of the Notes in the Note register at the close of business (ofthe relevant clearing system) on the Clearing System Business Day before the due date for suchpayments, where “Clearing System Business Day” means a weekday (Monday to Friday, inclusive)except December 25 and January 1.

The Notes will be issued only in fully registered form, without coupons, in denominations ofUS$200,000 and integral multiples of US$1,000 in excess thereof. No service charge will be made forany registration of transfer or exchange of Notes, but the Company may require payment of a sumsufficient to cover any transfer tax or other similar governmental charge payable in connectiontherewith.

All payments on the Notes will be made in U.S. dollars by the Company at the office or agencyof the Company maintained for that purpose (which initially will be an office of the Paying Agentcurrently located at Level 60, International Commerce Centre, 1 Austin Road West, Kowloon, HongKong), and the Notes may be presented for registration of transfer or exchange at such office oragency. Interest payable on the Notes held through Euroclear and Clearstream will be available toEuroclear and Clearstream participants (as defined herein) on the Business Day following paymentthereof.

The Subsidiary Guarantees and JV Subsidiary Guarantees

The Subsidiary Guarantors that will execute the Indenture on the Original Issue Date consist of allof the Company’s Restricted Subsidiaries other than Restricted Subsidiaries that are organized under thelaws of the PRC (the “PRC Non-Guarantor Subsidiaries”), the Exempted Subsidiaries, the ListedSubsidiaries and certain other subsidiaries organized outside of the PRC that do not provide a guaranteein compliance with the terms and conditions of the Notes (the “Initial Non-Guarantor Subsidiaries”).None of the existing or future Restricted Subsidiaries organized under the laws of the PRC, theExempted Subsidiaries (as long as they continue to be Exempted Subsidiaries) or the ListedSubsidiaries (as long as they continue to be Listed Subsidiaries) will provide a Subsidiary Guarantee ora JV Subsidiary Guarantee at any time in the future. The Subsidiary Guarantors are holding companiesthat do not have significant operations or assets.

In the case of a Restricted Subsidiary (i) that is, or is proposed by the Company or any of itsRestricted Subsidiaries to be, established after the Original Issue Date, (ii) that is incorporated in anyjurisdiction other than the PRC, (iii) in respect of which the Company or any of its RestrictedSubsidiaries (x) is proposing to sell, whether through the sale of existing shares or the issuance of newshares, no less than 20% of the Capital Stock of such Restricted Subsidiary or (y) is proposing topurchase the Capital Stock of an Independent Third Party such that it becomes a Subsidiary anddesignate such Subsidiary as a Restricted Subsidiary and (iv) is not an Exempted Subsidiary or a ListedSubsidiary, the Company may, concurrently with the consummation of such sale, purchase or issuance,provide a JV Subsidiary Guarantee (as defined below) instead of a Subsidiary Guarantee for (a) suchRestricted Subsidiary and (b) the Restricted Subsidiaries of such Restricted Subsidiary that areorganized in any jurisdiction other than the PRC, if the following conditions, in the case of both (a)and (b), are satisfied:

� as of the date of execution of the JV Subsidiary Guarantee, no document exists that isbinding on the Company or any of the Restricted Subsidiaries that would have the effect of(a) prohibiting the Company or any of the Restricted Subsidiaries from providing such JV

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Subsidiary Guarantee or (b) requiring the Company or any of the Restricted Subsidiaries todeliver or keep in place a guarantee on terms that are more favorable to the recipients ofsuch guarantee than the JV Subsidiary Guarantee;

� such sale or issuance of Capital Stock is made to, or such purchase of Capital Stock ispurchased from, an Independent Third Party at a consideration that is not less than (in thecase of a sale or issuance) or no more than (in the case of a purchase) the Fair Market Valueof such Capital Stock;

� concurrently with providing the JV Subsidiary Guarantee, the Company shall or shall causesuch JV Subsidiary Guarantor to deliver to the Trustee:

(i) (A) a duly executed Guarantee of such JV Subsidiary Guarantor (the “JV SubsidiaryGuarantee”) and each Restricted Subsidiary of such JV Subsidiary Guarantor that is notorganized under the laws of the PRC (other than the Non-Guarantor Subsidiaries), and(B) a duly executed supplemental indenture to the Indenture pursuant to which such JVSubsidiary Guarantor will Guarantee the payment of the Notes, each of which provides,among other things, that the aggregate claims of the Trustee under such JV SubsidiaryGuarantee and all JV Subsidiary Guarantees provided by the Restricted Subsidiariesand shareholders of such JV Subsidiary Guarantor will be limited to the JV EntitlementAmount;

(ii) a duly executed Security Document that pledges in favor of the Collateral Agent theCapital Stock of such JV Subsidiary Guarantor held by the Company or any SubsidiaryGuarantor, but not the Capital Stock of the direct or indirect Subsidiaries of such JVSubsidiary Guarantor;

(iii) an Officers’ Certificate certifying a copy of the Board Resolution to the effect thatsuch JV Subsidiary Guarantee has been approved by a majority of the disinterestedmembers of the Board of Directors; and

(iv) a legal opinion by a law firm of recognized international standing confirming thatunder New York law such JV Subsidiary Guarantee is valid, binding and enforceableagainst the JV Subsidiary Guarantor providing such JV Subsidiary Guarantee (subjectto customary qualifications and assumptions).

The Trustee shall be entitled to conclusively rely on such Officers’ Certificate and legal opinionas sufficient evidence thereof without any liability or responsibility to any person.

A Subsidiary Guarantee of a Subsidiary Guarantor may only be released pursuant to the precedingparagraph if as of the date of such proposed release, no document exists that is binding on theCompany or any Restricted Subsidiary that would have the effect of (a) prohibiting the Company orany Restricted Subsidiary from releasing such Subsidiary Guarantee or (b) requiring the Company orsuch Subsidiary Guarantor to deliver or keep in place a guarantee of other Indebtedness of theCompany by such Subsidiary Guarantor.

The Subsidiary Guarantee of each Subsidiary Guarantor:

� is a general obligation of such Subsidiary Guarantor;

� is effectively subordinated to secured obligations of such Subsidiary Guarantor, to the extentof the value of the assets serving as security therefor;

� is senior in right of payment to all future obligations of such Subsidiary Guarantor expresslysubordinated in right of payment to such Subsidiary Guarantee; and

� ranks and will rank at least pari passu with all other unsecured, unsubordinated Indebtednessof such Subsidiary Guarantor (subject to any priority rights of such unsecured,unsubordinated Indebtedness pursuant to applicable law).

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

� will be a general obligation of such JV Subsidiary Guarantor;

� will be enforceable only up to the JV Entitlement Amount;

� will be effectively subordinated to secured obligations of such JV Subsidiary Guarantor, tothe extent of the value of the assets serving as security therefor;

� will be limited to the JV Entitlement Amount, and will be senior in right of payment to allfuture obligations of such JV Subsidiary Guarantor expressly subordinated in right ofpayment to such JV Subsidiary Guarantee; and

� will be limited to the JV Entitlement Amount, and will rank at least pari passu with all otherunsecured, unsubordinated Indebtedness of such JV Subsidiary Guarantor (subject to anypriority rights of such unsubordinated Indebtedness pursuant to applicable law).

The Company will cause each of its future Restricted Subsidiaries (other than Subsidiariesorganized under the laws of the PRC, Exempted Subsidiaries or Listed Subsidiaries), promptly (and inany event within 30 days) upon becoming a Restricted Subsidiary or ceasing to be an ExemptedSubsidiary or a Listed Subsidiary, as the case may be, to execute and deliver to the Trustee asupplemental indenture to the Indenture pursuant to which such Restricted Subsidiary will Guaranteethe payment of the Notes as either a Subsidiary Guarantor or a JV Subsidiary Guarantor. EachRestricted Subsidiary of the Company that Guarantees the Notes after the Original Issue Date otherthan a JV Subsidiary Guarantee is referred to as a “Future Subsidiary Guarantor” and, upon executionof the applicable supplemental indenture to the Indenture, will be a “Subsidiary Guarantor”.

Notwithstanding the foregoing paragraph with respect to the Company’s future RestrictedSubsidiaries, the Company may elect to have any future Restricted Subsidiary (and its RestrictedSubsidiaries) organized outside the PRC not provide a Subsidiary Guarantee at the time such entitybecomes a Restricted Subsidiary (each a “New Non-Guarantor Subsidiary” and, together with the PRCNon-Guarantor Subsidiaries, the Exempted Subsidiaries, the Listed Subsidiaries and the InitialNon-Guarantor Subsidiaries, the “Non-Guarantor Subsidiaries”) so long as such Restricted Subsidiarydoes not Guarantee any other Indebtedness of the Company or any other Restricted Subsidiary;provided that, after giving effect to the Consolidated Assets of such Restricted Subsidiary, theConsolidated Assets of all Restricted Subsidiaries organized outside the PRC that are not SubsidiaryGuarantors (other than Exempted Subsidiaries and Listed Subsidiaries) do not account for more than25.0% of the Total Assets of the Company.

In the case of a Subsidiary Guarantor with respect to which the Company or any RestrictedSubsidiary is proposing to sell, whether through the sale of existing shares or the issuance of newshares, no less than 20% of the Capital Stock of such Subsidiary Guarantor, the Company mayconcurrently with the consummation of such sale or issuance of Capital Stock, (a) instruct the Trusteeto release the Subsidiary Guarantees provided by such Subsidiary Guarantor and each of its RestrictedSubsidiaries organized outside the PRC, and upon such release such Subsidiary Guarantor and itsRestricted Subsidiaries organized outside the PRC will become New Non-Guarantor Subsidiaries (suchthat they will no longer Guarantee the Notes) and (b) instruct the Collateral Agent to:

(i) discharge the pledge of the Capital Stock granted by each such Non-Guarantor Subsidiary;and

(ii) discharge the pledge of Capital Stock made by the Company or any Subsidiary Guarantorover the shares it owns in each such New Non-Guarantor Subsidiary,

in each case, without any requirement to seek the consent or approval of the Holders of the Notes,provided that after the release of such Subsidiary Guarantees, the Consolidated Assets of all RestrictedSubsidiaries organized outside the PRC that are not Subsidiary Guarantors or JV Subsidiary Guarantors(including such New Non-Guarantor Subsidiaries) (other than Exempted Subsidiaries and ListedSubsidiaries) do not account for more than 25.0% of the Total Assets.

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The Trustee will be permitted and authorized, without the consent of or notice to any Holder, totake any action necessary to permit (a) the release of the Subsidiary Guarantees by such SubsidiaryGuarantors and (b) to consent to the Collateral Agent discharging the pledge of the Capital Stockgranted by each such Non-Guarantor Subsidiary or made by the Company or any Subsidiary Guarantorover the shares they own in each such New Non-Guarantor Subsidiary in accordance with theIndenture.

Although the Indenture contains limitations on the amount of additional Indebtedness that theNon-Guarantor Subsidiaries may incur, the amount of such additional Indebtedness could be substantial.In the event of a bankruptcy, liquidation or reorganization of any Non-Guarantor Subsidiary, theNon-Guarantor Subsidiary will pay the holders of its debt and its trade creditors before it will be ableto distribute any of its assets to the Company. See “Risk Factors – Risks Relating to the Notes – Weare a holding company and payments with respect to the Notes are structurally subordinated toliabilities, contingent liabilities and obligations of our subsidiaries”.

In addition, subject to the limitations described in “Risk Factors – Risks Relating to theSubsidiary Guarantees, the JV Subsidiary Guarantees and the Collateral” and under the caption “–Security” below, the Subsidiary Guarantee of each Subsidiary Guarantor Pledgor:”

� is entitled to a first ranking security interest in the Collateral pledged by such SubsidiaryGuarantor Pledgor (subject to any Permitted Liens and the Intercreditor Agreement), asdescribed below under the caption “– Security”, that is shared on a pari passu and pro ratabasis with the Existing Creditors, pursuant to the terms of the Intercreditor Agreementdescribed under the caption “– Intercreditor Agreement”; and

� ranks effectively senior in right of payment to the unsecured obligations of such SubsidiaryGuarantor Pledgor with respect to the value of the Collateral securing such SubsidiaryGuarantee (subject to any priority rights of such unsecured obligations pursuant to applicablelaw).

The JV Subsidiary Guarantee of each JV Subsidiary Guarantor will not be secured.

Under the Indenture, and any supplemental indenture to the Indenture, as applicable, each of theSubsidiary Guarantors and the JV Subsidiary Guarantors (if any) will jointly and severally Guaranteethe due and punctual payment of the principal of, premium, if any, and interest on, and all otheramounts payable under, the Notes; provided that any JV Subsidiary Guarantee will be limited to the JVEntitlement Amount. The Subsidiary Guarantors and JV Subsidiary Guarantors will (1) agree that theirrespective obligations under the Subsidiary Guarantees and JV Subsidiary Guarantees, as the case maybe, will be enforceable irrespective of any invalidity, irregularity or unenforceability of the Notes or theIndenture and (2) waive their right to require the Trustee to pursue or exhaust its legal or equitableremedies against the Company prior to exercising its rights under the Subsidiary Guarantees and the JVSubsidiary Guarantees, as the case may be. Moreover, if at any time any amount paid under a Note orthe Indenture is rescinded or must otherwise be repaid or restored, the rights of the Holders under theSubsidiary Guarantees and the JV Subsidiary Guarantees, as the case may be, will be reinstated withrespect to such payments as though such payment had not been made. All payments under theSubsidiary Guarantees and the JV Subsidiary Guarantees, as the case may be, will be made in U.S.dollars.

Under the Indenture and any supplemental indenture to the Indenture, as applicable:

� each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amountthat can be guaranteed by the applicable Subsidiary Guarantor without rendering theSubsidiary Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicablelaw relating to fraudulent conveyance or fraudulent transfer or similar laws affecting therights of creditors generally; and

� each JV Subsidiary Guarantee will be limited to an amount which is the lower of (i) the JVEntitlement Amount and (ii) an amount not to exceed the maximum amount that can beguaranteed by the applicable JV Subsidiary Guarantor without rendering the JV Subsidiary

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Guarantee, as it relates to such JV Subsidiary Guarantor, voidable under applicable lawrelating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rightsof creditors generally.

If a Subsidiary Guarantee or JV Subsidiary Guarantee were to be rendered voidable, it could besubordinated by a court to all other indebtedness (including guarantees and other contingent liabilities)of the applicable Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, and, dependingon the amount of such indebtedness, a Subsidiary Guarantor’s liability on its Subsidiary Guarantee or aJV Subsidiary Guarantor’s liability on its JV Subsidiary Guarantee, as the case may be, could in eachcase be reduced to zero.

The obligations of each Subsidiary Guarantor under its respective Subsidiary Guarantee and theenforceability of the Collateral granted in respect of the Subsidiary Guarantees of the SubsidiaryGuarantor Pledgors may be limited, or possibly invalid, under applicable laws. Similarly, theobligations of each JV Subsidiary Guarantor under its JV Subsidiary Guarantee may be limited, orpossibly invalid, under applicable laws. See “Risk Factors – Risks Relating to the SubsidiaryGuarantees, the JV Subsidiary Guarantees and the Collateral – The Subsidiary Guarantees or JVSubsidiary Guarantees (if any) may be challenged under applicable insolvency or fraudulent transferlaws, which could impair the enforceability of the Subsidiary Guarantees or JV Subsidiary Guarantees”.

The Existing Creditors have been granted guarantees from the same Subsidiary Guarantors and tothe same extent as the Subsidiary Guarantees to be granted to the holders of the Notes. See“Description of Other Material Indebtedness” and “Risk Factors – Risks Relating to the SubsidiaryGuarantees, the JV Subsidiary Guarantees and the Collateral”.

Release of the Subsidiary Guarantees and the JV Subsidiary Guarantees

A Subsidiary Guarantee given by a Subsidiary Guarantor and a JV Subsidiary Guarantee given bya JV Subsidiary Guarantor may be released in certain circumstances, including:

� upon repayment in full of the Notes;

� upon a defeasance or satisfaction and discharge as described under “– Defeasance –Defeasance and Discharge” and “– Defeasance – Satisfaction and Discharge”;

� upon the designation by the Company of a Subsidiary Guarantor or a JV SubsidiaryGuarantor, as the case may be, as an Unrestricted Subsidiary in compliance with the termsof the Indenture;

� upon the designation by the Company of a JV Subsidiary Guarantor as an ExemptedSubsidiary or a Listed Subsidiary, as the case may be;

� upon the sale, merger or disposition of a Subsidiary Guarantor or a JV Subsidiary Guarantor,as the case may be, in compliance with the terms of the Indenture (including the covenantsunder the captions “– Certain Covenants – Limitation on Sales and Issuances of CapitalStock in Restricted Subsidiaries”, “– Certain Covenants – Limitation on Asset Sales” and “–Certain Covenants – Consolidation, Merger and Sale of Assets”) resulting in such SubsidiaryGuarantor or JV Subsidiary Guarantor, as the case may be, no longer being a RestrictedSubsidiary, so long as (1) such Subsidiary Guarantor or JV Subsidiary Guarantor, as the casemay be, is simultaneously released from its obligations in respect of any of the Company’sother Indebtedness or any Indebtedness of any other Restricted Subsidiary and (2) theproceeds from such sale, merger or disposition are used for the purposes permitted orrequired by the Indenture;

� upon the replacement of a Subsidiary Guarantee with a JV Subsidiary Guarantee; or

� if a Subsidiary Guarantor or JV Subsidiary Guarantor becomes a New Non-GuarantorSubsidiary in accordance with the terms of the Indenture.

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No release of a Subsidiary Guarantor from its Subsidiary Guarantee or a JV Subsidiary Guarantorfrom its JV Subsidiary Guarantee shall be effective against the Trustee or the Holders until theCompany has delivered to the Trustee an Officers’ Certificate stating that all requirements relating tosuch release have been complied with and that such release is authorized and permitted by theIndenture. The Trustee shall be entitled to conclusively rely on such Officers’ Certificate as sufficientevidence thereof without any liability or responsibility to any person.

Replacement of Subsidiary Guarantees with JV Subsidiary Guarantees

A Subsidiary Guarantee given by a Subsidiary Guarantor may be released following the sale orissuance by the Company or any of its Restricted Subsidiaries of Capital Stock in (a) such SubsidiaryGuarantor or (b) any other Subsidiary Guarantor that, directly or indirectly, owns a majority of theCapital Stock of such Subsidiary Guarantor, in each case where such sale or issuance, whether throughthe sale of existing shares or the issuance of new shares, is for no less than 20% of the issued CapitalStock of the relevant Subsidiary Guarantor, provided that the following conditions are satisfied orcomplied with:

� as of the date of such proposed release, no document exists that is binding on the Companyor any of the Restricted Subsidiaries that would have the effect of (a) prohibiting theCompany or any of the Restricted Subsidiaries from releasing such Subsidiary Guarantee, (b)prohibiting the Company or any of the Restricted Subsidiaries from providing a JVSubsidiary Guarantee, or (c) requiring the Company or any of the Restricted Subsidiaries todeliver or keep in force a replacement Guarantee on terms that are more favorable to therecipients of such Guarantee than the JV Subsidiary Guarantee;

� such sale or issuance is made to an Independent Third Party at a consideration that is notless than the Fair Market Value of such Capital Stock; and

� concurrently with the release of such Subsidiary Guarantee, the Company shall or shallcause such JV Subsidiary Guarantor to deliver to the Trustee:

(i) (A) a duly executed JV Subsidiary Guarantee of such JV Subsidiary Guarantor andeach Restricted Subsidiary of such JV Subsidiary Guarantor that is not organized underthe laws of the PRC (other than the Non-Guarantor Subsidiaries) and (B) a dulyexecuted supplemental indenture to the Indenture pursuant to which such JV SubsidiaryGuarantor will guarantee the payment of the Notes, each of which provides, amongother things, that the aggregate claims of the Trustee under such JV SubsidiaryGuarantee and all JV Subsidiary Guarantees provided by the Restricted Subsidiaries ofsuch JV Subsidiary Guarantor will be limited to the JV Entitlement Amount;

(ii) a duly executed Security Document that pledges in favor of the Collateral Agent theCapital Stock of such JV Subsidiary Guarantor held by the Company or any SubsidiaryGuarantor, but not the Capital Stock of the direct or indirect Subsidiaries of such JVSubsidiary Guarantor;

(iii) an Officers’ Certificate certifying a copy of a Board Resolution to the effect that suchJV Subsidiary Guarantee has been approved by a majority of the disinterested membersof the Board of Directors; and

(iv) a legal opinion by a law firm of recognized international standing confirming thatunder New York law such JV Subsidiary Guarantee is valid, binding and enforceableagainst the JV Subsidiary Guarantor providing such JV Subsidiary Guarantee (subjectto customary qualifications and assumptions).

The Trustee shall be entitled to conclusively rely on such Officers’ Certificate and legal opinionas sufficient evidence thereof without any liability or responsibility to any person.

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Security

The Company has agreed, for the benefit of the holders of the Notes, to pledge, or caused eachSubsidiary Guarantor Pledgor to pledge, as the case may be, on the Original Issue Date, the CapitalStock of all of the Subsidiary Guarantors (other than Gold Lucky) held by it on a first priority basis(subject to Permitted Liens and the Intercreditor Agreement), in each case in order to secure theobligations of the Company under the Notes and the Indenture and of such Subsidiary GuarantorPledgor under its Subsidiary Guarantee (together, the “Collateral”).

The Capital Stock pledged by the Company and the Subsidiary Guarantor Pledgors, as the casemay be, will be of the Subsidiary Guarantors (other than Gold Lucky), all of which are holdingcompanies that do not have significant operations or real property assets.

The initial Subsidiary Guarantor Pledgors are Able Run Management Limited, Able SharpLimited, Ace Super International Limited, Ace Will Holdings Limited, Act Fast Investments Limited,Act Now International Limited, Active Top Group Limited, Add Hero Holdings Limited, Add LionProfits Limited, Add Move Investments Limited, Add Union Management Limited, Alchmede HoldingsLimited, All Favour Investments Limited, Allied Era Investments Limited, Allywin Limited, AmpleMount Holdings Limited, Asiacity Development Limited, Auto High Management Limited, Auto JoyEnterprises Limited, Cheng Jie Limited, Earning Ever Limited, Everward Development Limited, HappyGenius Management Limited, Head Hero International Limited, Head Win Limited, High BoomInternational Limited, Kingmind Limited, Landco Development Limited, Rising Bright InternationalLimited, Rising Fast Management Limited, Sharp Mate International Limited, Sky Jade Group Limited,Sleek Rich Limited, Soar Wealth Limited, United Joy Management Limited, Vagatori InternationalLimited, Wang Teng Limited, Warkaville Holdings Limited, Win Hero Group Limited, Wisdom FirstHoldings Limited, Winwick Development Limited, Yolinga International Limited and Zhen Fu Limited.

None of the Capital Stock of the Exempted Subsidiaries (as long as they continue to be ExemptedSubsidiaries), the Listed Subsidiaries (as long as they continue to be Listed Subsidiaries), the otherNon-Guarantor Subsidiaries and Gold Lucky (for so long as its Capital Stock is held by a RestrictedSubsidiary incorporated in the PRC) will be pledged on the Original Issue Date or will be pledged atany time in the future. In addition, none of the Capital Stock of (x) any future Restricted Subsidiarythat may be organized under the laws of the PRC, the Exempted Subsidiaries (as long as they continueto be Exempted Subsidiaries), the Listed Subsidiaries (as long as they continue to be ListedSubsidiaries), or other Non-Guarantor Subsidiaries will be pledged at any time in the future and (y) anyRestricted Subsidiary owned directly by a Subsidiary organized under the laws of the PRC will bepledged at any time in the future to the extent that such pledge will obligate the Company or anySubsidiary Guarantor Pledgor to obtain any approval from any PRC government authorities.

If any JV Subsidiary Guarantor is established, the Capital Stock of such JV Subsidiary Guarantorowned by the Company or any Subsidiary Guarantor will be pledged to secure the obligations of theCompany under the Notes and the Indenture, and of such Subsidiary Guarantor under its SubsidiaryGuarantee, as the case may be, in the manner described above. However, none of the JV SubsidiaryGuarantors will provide a Security Document pledging the Capital Stock of its direct or indirectSubsidiaries as security in favor of the Collateral Agent.

The Company has agreed, for the benefit of the holders of the Notes, to pledge, or cause eachSubsidiary Guarantor (other than a JV Subsidiary Guarantor, if any) to pledge, the Capital Stock owneddirectly by the Company or such Subsidiary Guarantor of any Person that becomes a RestrictedSubsidiary or additional shares of Capital Stock acquired or otherwise received by the Company or suchSubsidiary Guarantor of any existing Restricted Subsidiary (in each case other than (x) Personsorganized under the laws of the PRC, the Exempted Subsidiaries, the Listed Subsidiaries or otherNon-Guarantor Subsidiaries and (y) any Restricted Subsidiary owned directly by a Subsidiary organizedunder the laws of the PRC to the extent that such pledge will obligate the Company or any SubsidiaryGuarantor Pledgor to obtain any approval from any PRC government authorities) after the OriginalIssue Date, promptly (but in any event within 30 days) after such Person becomes a RestrictedSubsidiary, to secure (subject to Permitted Liens and the Intercreditor Agreement) the obligations of theCompany under the Notes and the Indenture, and of such Subsidiary Guarantor under its SubsidiaryGuarantee, in the manner described above.

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Each Subsidiary Guarantor that pledges Capital Stock of a Restricted Subsidiary after the OriginalIssue Date, upon giving such pledge, will be a “Subsidiary Guarantor Pledgor”.

The value of the Collateral securing the Notes and the Subsidiary Guarantees of the SubsidiaryGuarantor Pledgors is unlikely to be sufficient to satisfy the Company’s and the Subsidiary GuarantorPledgors’ obligations under the Notes and the Subsidiary Guarantees of the Subsidiary GuarantorPledgors, and the Collateral securing the Notes and such Subsidiary Guarantees (as reduced by theobligations owed to other secured creditors under the Intercreditor Agreement) may be reduced ordiluted under certain circumstances, including the issuance of Additional Notes, the other Permitted PariPassu Secured Indebtedness and the disposition of assets comprising the Collateral, subject to the termsof the Indenture and the Intercreditor Agreement. See “– Release of Security” and “Risk Factors –Risks Relating to the Subsidiary Guarantees, the JV Subsidiary Guarantees and the Collateral – Thevalue of the Collateral will likely not be sufficient to satisfy our obligations under the Notes, theExisting Indebtedness and other pari passu secured indebtedness”.

No appraisals of the Collateral have been prepared in connection with this offering of the Notes.There can be no assurance that the proceeds of any sale of the Collateral, in whole or in part, pursuantto the Indenture and the Security Documents following an Event of Default (as reduced by theobligations owed to other secured creditors under the Intercreditor Agreement), would be sufficient tosatisfy amounts due on the Notes or the Subsidiary Guarantees of the Subsidiary Guarantor Pledgors.By its nature, all of the Collateral will be illiquid and has no readily ascertainable market value.Accordingly, there can be no assurance that the Collateral would be sold in a timely manner or at all.

So long as no Payment Default has occurred and is continuing, and subject to the terms of theSecurity Documents and the Indenture, the Company and the Subsidiary Guarantor Pledgors, as the casemay be, will be entitled to exercise any and all voting rights and to receive, retain and use any and allcash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resultingfrom stock splits or reclassifications, rights issues, warrants, options and other distributions (whethersimilar or dissimilar to the foregoing) in respect of Capital Stock constituting Collateral.

Permitted Pari Passu Secured Indebtedness

On or after the Original Issue Date, the Company and each of the Subsidiary Guarantor Pledgorsmay create Liens on the Collateral pari passu with the Lien for the benefit of the Holders to secureIndebtedness of the Company (including Additional Notes) or a Subsidiary Guarantor and any PariPassu Guarantee of a Subsidiary Guarantor or Guarantee of the Company with respect to suchIndebtedness (such Indebtedness of the Company or a Subsidiary Guarantor and any such Pari PassuGuarantee or Guarantee, “Permitted Pari Passu Secured Indebtedness”); provided that (i) the Companyor such Subsidiary Guarantor was permitted to Incur such Indebtedness under the covenant under thecaption “– Certain Covenants – Limitation on Indebtedness and Preferred Stock”, (ii) the holders ofsuch Indebtedness (other than Additional Notes) (or their representative or agent) become party to theIntercreditor Agreement referred to below and (iii) the Company and such Subsidiary Guarantor Pledgordelivers to the Collateral Agent and the Trustee an Opinion of Counsel with respect to corporate andcollateral matters in connection with the Security Documents, in form and substance as set forth in theSecurity Documents or otherwise satisfactory to the Trustee and the Collateral Agent and an Officers’Certificate with respect to compliance with the conditions stated immediately above. The Trustee andthe Collateral Agent shall be entitled to conclusively rely on such Officers’ Certificate and legalopinion as sufficient evidence thereof without any liability or responsibility to any person. The Trusteeand/or the Collateral Agent, as the case may be, will be permitted and authorized, without the consentof any Holder, to enter into the Intercreditor Agreement or amendments thereof, to enter into anyamendments to the Security Documents or the Indenture and to take any other action necessary topermit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu SecuredIndebtedness in accordance with this paragraph (including, without limitation, the appointment of anycollateral agent under the Intercreditor Agreement referred to below to hold the Collateral on behalf ofthe Holders and the holders of Permitted Pari Passu Secured Indebtedness).

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Except for certain Permitted Liens and the Permitted Pari Passu Secured Indebtedness, theCompany and its Restricted Subsidiaries will not be permitted to issue or Incur any other Indebtednesssecured by all or any portion of the Collateral without the consent of each Holder of the Notes thenoutstanding.

Intercreditor Agreement

The Collateral will be shared on a pari passu and pro rata basis between the holders of the Notes,the Existing Creditors and any future holders of Permitted Pari Passu Secured Indebtedness (together,the “Secured Parties”) pursuant to the terms of an intercreditor agreement dated as of November 23,2012 to which the Trustee (for the benefit of the holders of the Notes) shall accede on the OriginalIssue Date, as such may be further amended, modified or supplemented from time to time (the“Intercreditor Agreement”).

The Intercreditor Agreement provides, among other things, that:

� DB Trustees (Hong Kong) Limited, as the collateral agent (the “Collateral Agent”), holds theCollateral on behalf of the Secured Parties;

� the Collateral is held by the Collateral Agent to secure the obligations owed under the Notes(upon the accession by the Trustee), the Existing Indebtedness and, subject to thesatisfaction of certain conditions, any future Permitted Pari Passu Secured Indebtedness(together, the “Secured Obligations”);

� at any time while the Secured Obligations are outstanding, the Collateral Agent has theexclusive right to manage, perform and enforce the terms of the security documents relatingto the Collateral and to exercise and enforce all privileges, rights and remedies thereunderaccording to the directions and/or instructions it receives from a representative of each classof Secured Parties; and

� the proceeds of any enforcement or realization of all or any part of the Collateral securedpursuant to the Collateral will be applied in payment of the respective Secured Obligationsof each Secured Party on a pro rata basis (i.e. in proportion to the outstanding amounts ofeach class of Secured Obligations).

In the event that any Secured Party desires to undertake an enforcement action as and whenpermitted under the relevant documents pursuant to which its Secured Obligations have been incurred, arepresentative of such class of Secured Parties (the “Instructing Secured Party”) shall deliver a notice(the “Enforcement Notice”) to the Collateral Agent and all other Secured Parties that under the terms ofits financing arrangements with the Company or one of its Subsidiaries that it is entitled to takeenforcement action in respect of the Collateral and instruct the Collateral Agent to enforce theCollateral. Upon receipt of the Enforcement Notice, the Collateral Agent is authorized to, and will,exercise all enforcement rights of the Secured Parties under the Security Documents in respect of theCollateral.

The Intercreditor Agreement contemplates that the holders of Permitted Pari Passu SecuredIndebtedness, or their agent or trustee, will become party to the Intercreditor Agreement in accordancewith the terms set forth therein.

By accepting the Notes, each Holder shall be deemed to have consented to its accession to theIntercreditor Agreement, any amendments, supplements or modifications thereto, and any futureintercreditor agreement required under the Indenture.

All payments received and all amounts held by the Collateral Agent in respect of the Collateralunder the Security Documents will be applied as follows:

� first, to the Collateral Agent to the extent necessary to reimburse the Collateral Agent forany costs, charges, liabilities and expenses (including expenses of any receiver appointedunder any Security Document and expenses of counsel) properly incurred in connection with

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the performance of its duties under the Intercreditor Agreement or any Security Document,including the collection or distribution of such amounts held or realized or in connectionwith expenses incurred in enforcing its remedies under the Security Documents andpreserving the Collateral and all amounts for which the Collateral Agent is entitled toindemnification under the Intercreditor Agreement or any Security Document;

� second, to the extent not reimbursed under the above paragraph, ratably to each SecuredParty’s agent, trustee or representative (each a “Secured Debt Representative”) to the extentnecessary to reimburse each Secured Debt Representative for any unpaid fees, costs andexpenses (including expenses of counsel) properly incurred in connection with the collectionor distribution of such amounts held or realized or in connection with expenses incurred inenforcing all available remedies under the Intercreditor Agreement or any Secured DebtDocument (as defined in the Intercreditor Agreement) and all amounts for which suchSecured Debt Representative is entitled to indemnification under the Intercreditor Agreementor any Secured Debt Documents;

� third, ratably, to each respective Secured Debt Representative for application in payment ofall outstanding payment obligations owed to the relevant Secured Parties whom theyrepresent, inclusive of any fees and expenses of each Secured Party (to the extent not paidpursuant to the above second paragraph), and the principal, interest and premium thereonand for the benefit of the holders of each thereof in accordance with the terms of therelevant Secured Debt Document; and

� fourth, any surplus remaining after such payments will be paid to the Company or theSubsidiary Guarantor Pledgors or to whomever may be lawfully entitled thereto.

The Collateral Agent may decline to foreclose on the Collateral or exercise remedies available ifit does not receive security and/or indemnification and/or prefunding to its satisfaction. In addition, theCollateral Agent’s ability to foreclose on the Collateral may be subject to lack of perfection, theconsent of third parties, prior Liens and practical problems associated with the realization of theCollateral Agent’s Liens on the Collateral. Neither the Collateral Agent nor any of its officers,directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness,value or protection of any Collateral securing the Notes, for the legality, enforceability, effectiveness orsufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection ofany of the Liens, or for any defect or deficiency as to any such matters, or for any failure to demand,collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or anydelay in doing so.

Release of Security

Subject to the Intercreditor Agreement, the security created in respect of the Notes and theSubsidiary Guarantees, and over the Collateral and granted under the Security Documents, may asregards the obligations under the Notes and the Subsidiary Guarantees only be released in certaincircumstances, including:

� upon repayment in full of the Notes;

� upon defeasance or satisfaction and discharge of the Notes as provided below under thecaption “– Defeasance – Defeasance and Discharge” and “– Satisfaction and Discharge”;

� upon certain dispositions of the Collateral in compliance with the covenants under thecaptions “– Certain Covenants – Limitation on Sales and Issuances of Capital Stock inRestricted Subsidiaries” or “– Certain Covenants – Limitation on Asset Sales” or inaccordance with the provision under the caption “– Consolidation, Merger and Sale ofAssets”;

� with respect to security granted by a Subsidiary Guarantor Pledgor, upon the release of theSubsidiary Guarantee of such Subsidiary Guarantor Pledgor in accordance with the terms ofthe Indenture;

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� in whole or in part, with the requisite consent of the Holders in accordance with theprovisions described under “– Amendments and Waiver”;

� in connection with and upon execution of a JV Subsidiary Guarantee to replace a SubsidiaryGuarantee, with respect to all pledges of Capital Stock granted by such JV SubsidiaryGuarantor in its direct and indirect Subsidiaries, and in accordance with the terms of theIndenture;

� with respect to a Subsidiary Guarantor that becomes a New Non-Guarantor Subsidiary, therelease of the pledge of Capital Stock made by the Company or any Subsidiary Guarantorover the shares it owns in such New Non-Guarantor Subsidiary;

� with respect to any pledge over any Capital Stock of any Subsidiary Guarantor or JVSubsidiary Guarantor, upon the designation by the Company of such Subsidiary Guarantor orJV Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of theIndenture; and

� with respect to a Lien over the Collateral (or any portion thereof) pledged to secure theNotes, either upon (i) the repayment in full of all amounts owing by the Company or anySubsidiary Guarantors or JV Subsidiary Guarantors under the Existing Indebtedness and anyPermitted Pari Passu Secured Indebtedness or (ii) the prior or concurrent release of the Lienon the Collateral securing all Existing Indebtedness and any Permitted Pari Passu SecuredIndebtedness; provided that in each case, no Default has occurred and is continuing on suchdate and no Default would have occurred as a result of such release, and each of the Trusteeand the Collateral Agent shall comply with a release request if the conditions precedent tosuch release set forth in the Indenture and the Security Documents have been complied with,as evidenced by an Officers’ Certificate from the Company (on which the Trustee and theCollateral Agent may conclusively rely without liability or responsibility to any person), andthe Trustee and the Collateral Agent shall take all actions necessary to effect and evidencesuch release in accordance with the terms of the Indenture and the Security Documents, asapplicable.

Further Issues

Subject to the covenants described below and in accordance with the terms of the Indenture, theCompany may, from time to time, without notice to or the consent of the Holders, create and issueAdditional Notes having the same terms and conditions as the Notes (including the benefit of theCollateral, the Subsidiary Guarantees and the JV Subsidiary Guarantees, if any) in all respects (or in allrespects except for the issue date, issue price and the first payment of interest on them and, to theextent necessary, certain temporary securities law transfer restrictions) so that such Additional Notesmay be consolidated and form a single class with the previously outstanding Notes and vote together asone class on all matters with respect to the Notes; provided that the issuance of any such AdditionalNotes shall then be permitted under “– Certain Covenants – Limitation on Indebtedness and PreferredStock” covenant described below.

Optional Redemption

At any time and from time to time on or after , , the Company may redeem theNotes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest, ifany, on the Notes redeemed to (but not including) the redemption date if redeemed during the twelvemonth period beginning on of the year indicated below.

PeriodRedemption

Price

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %

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At any time prior to , , the Company will be entitled at its option to redeem theNotes in whole but not in part, at a redemption price equal to 100% of the principal amount of theNotes being redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to(but not including), the redemption date. Notice of such redemption must be mailed by first-class mail(at the expense of the Company) to each Holder’s registered address, not less than 30 nor more than 60days prior to the redemption date.

At any time and from time to time prior to , , the Company may redeem up to35% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more salesof Common Stock of the Company in an Equity Offering at a redemption price of % of theprincipal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to (but notincluding) the redemption date; provided that at least 65% of the aggregate principal amount of theNotes originally issued on the Original Issue Date remains outstanding after each such redemption andany such redemption takes place within 60 days after the closing of the related Equity Offering.

The Company will give not less than 30 days’ nor more than 60 days’ notice of any redemption,and the Company shall deliver a copy of such notice of redemption to the Trustee and any PayingAgent at least five days prior to the date such notice is to be given (unless a shorter period shall beacceptable to the Trustee). If less than all of the Notes are to be redeemed, the Notes for redemptionwill be selected as follows: (1) if the Notes are listed on any securities exchange and/or are heldthrough any clearing system, in compliance with the requirements of the principal securities exchangeon which the Notes are then traded or the clearing system through which the Notes are held; or (2) ifthe Notes are not listed on any securities exchange and/or are not held through the clearing system, ona pro rata basis by lot or by such other method as the Trustee in its sole and absolute discretion shalldeem to be fair and appropriate unless otherwise required by law.

No Note of US$200,000 in principal amount or less shall be redeemed in part. If any Note is tobe redeemed in part only, the notice of redemption relating to such Note will state the portion of theprincipal amount to be redeemed. A Note in principal amount equal to the unredeemed portion will beissued upon cancellation of the original Note. On and after the redemption date, interest will cease toaccrue on Notes or portions of them called for redemption.

Any redemption of Notes and notice of redemption may, at the Company’s discretion, be subjectto the satisfaction (or waiver by the Company in its sole discretion) of one or more conditionsprecedent (including, in the case of a redemption related to an Equity Offering, the consummation ofsuch Equity Offering and in the case of a Change of Control, the occurrence of such Change ofControl).

Notwithstanding the foregoing, in connection with a Change of Control Offer, if Holders of notless than 90% in the aggregate principal amount of the outstanding Notes validly tender and do notvalidly withdraw such Notes in such Change of Control Offer and the Company, or any other partymaking such Change of Control Offer in lieu of the Company, purchases all of the Notes validlytendered and not validly withdrawn by such Holders, the Company or such third party will have theright, upon not less than 10 nor more than 60 days’ prior notice, to redeem all of the Notes that remainoutstanding following such purchase at a price in cash equal to the price paid to each other Holder insuch Change of Control Offer (other than any incentive payment for early tenders), plus, to the extentnot included in the Change of Control Offer payment, accrued and unpaid interest and AdditionalAmounts, if any, thereon, to, but not including the redemption date. In determining whether the Holdersof at least 90% of the aggregate principal amount of the then outstanding Notes have validly tenderedand not withdrawn Notes in a Change of Control Offer, Notes owned by an Affiliate of the Company orby funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall bedeemed to be outstanding for the purposes of such Change of Control Offer.

Repurchase of Notes upon a Change of Control Triggering Event

Not later than 30 days following a Change of Control Triggering Event, the Company will makean Offer to Purchase all outstanding Notes (a “Change of Control Offer”) at a purchase price equal to101% of the principal amount thereof plus accrued and unpaid interest, if any, to (but not including) theOffer to Purchase Payment Date.

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The Company has agreed in the Indenture that it will timely repay all Indebtedness or obtainconsents as necessary under or terminate agreements or instruments that would otherwise prohibit aChange of Control Offer required to be made pursuant to the Indenture. Notwithstanding this agreementof the Company, it is important to note that if the Company is unable to repay (or cause to be repaid)all of the Indebtedness, if any, that would prohibit the repurchase of the Notes or is unable to obtainthe requisite consents of the holders of such Indebtedness, or terminate any agreements or instrumentsthat would otherwise prohibit a Change of Control Offer, it would continue to be prohibited frompurchasing the Notes. In that case, the Company’s failure to purchase tendered Notes would constitutean Event of Default under the Indenture.

Certain of the events constituting a Change of Control Triggering Event under the Notes will alsoconstitute an event of default under certain debt instruments of the Company and its Subsidiaries.Future debt of the Company may also (i) prohibit the Company from purchasing Notes in the event of aChange of Control Triggering Event, (ii) provide that a Change of Control Triggering Event is a defaultor (iii) require repurchase of such debt upon a Change of Control Triggering Event. Moreover, theexercise by the Holders of their right to require the Company to purchase the Notes could cause adefault under other Indebtedness, even if the Change of Control Triggering Event itself does not, due tothe financial effect of the purchase on the Company. The Company’s ability to pay cash to the Holdersfollowing the occurrence of a Change of Control Triggering Event may be limited by the Company’sthen existing financial resources. There can be no assurance that sufficient funds will be available whennecessary to make the required purchase of the Notes. See “Risk Factors – Risks Relating to the Notes– We may not be able to repurchase the Notes upon a Change of Control Triggering Event”.

The definition of Change of Control includes a phrase relating to the sale of “all or substantiallyall” the assets of the Company. Although there is a limited body of case law interpreting the phrase“substantially all”, no precise definition of the phrase has been established. Accordingly, the ability of aHolder of Notes to require the Company to repurchase such Holder’s Notes as a result of a sale of lessthan all the assets of the Company to another person or group is uncertain and will be dependent uponparticular facts and circumstances.

Notwithstanding the above, the Company will not be required to make a Change of Control Offerfollowing a Change of Control Triggering Event if a third party makes the Change of Control Offer inthe manner, at the times and otherwise in compliance with the requirements set forth in the Indentureapplicable to a Change of Control Offer made by us and purchases all Notes validly tendered and notwithdrawn under such Change of Control Offer.

The Trustee shall not be required to take any steps to ascertain whether a Change of ControlTriggering Event or any event which could lead to the occurrence of a Change of Control TriggeringEvent has occurred and shall not be liable to any person for any failure to do so and shall be entitled toassume that no such event has occurred until it has received written notice to the contrary from theCompany. The Trustee shall not be required to take any steps to ascertain whether the condition for theexercise of the rights herein has occurred. The Trustee shall not be responsible for determining orverifying whether a Note is to be accepted for redemption and will not be responsible to the Holdersfor any loss arising from any failure by it to do so. The Trustee shall not be under any duty todetermine, calculate or verify the redemption amount payable hereunder and will not be responsible tothe Holders for any loss arising from any failure by it to do so. Except as described above with respectto a Change of Control Triggering Event, the Indenture does not contain provisions that permit theHolders to require that the Company purchase or redeem the Notes in the event of a takeover,recapitalization or similar transaction.

No Mandatory Redemption or Sinking Fund

There will be no mandatory redemption or sinking fund payments for the Notes.

Additional Amounts

All payments of principal of, and premium (if any) and interest on, the Notes or under theSubsidiary Guarantees and the JV Subsidiary Guarantees will be made without withholding or deductionfor, or on account of, any present or future taxes, duties, assessments or governmental charges of

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whatever nature imposed or levied by or within any jurisdiction in which the Company, a SurvivingPerson (as defined under the caption “– Consolidation, Merger and Sale of Assets”) or the applicableSubsidiary Guarantor or the applicable JV Subsidiary Guarantor is organized or resident for taxpurposes (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a“Relevant Jurisdiction”), or the jurisdiction through which payments are made, unless such withholdingor deduction is required by law or by regulation or governmental policy having the force of law. In theevent that any such withholding or deduction is so required, the Company, a Surviving Person or theapplicable Subsidiary Guarantor or the applicable JV Subsidiary Guarantor, as the case may be, willpay such additional amounts (“Additional Amounts”) as will result in receipt by the Holder of eachNote of such amounts as would have been received by such Holder had no such withholding ordeduction been required, except that no Additional Amounts shall be payable:

(a) for or on account of:

(i) any tax, duty, assessment or other governmental charge that would not have beenimposed but for:

(A) the existence of any present or former connection between the Holder orbeneficial owner of such Note and the Relevant Jurisdiction or the jurisdictionthrough which payments are made other than merely holding such Note, thereceipt of payments thereunder or under a Subsidiary Guarantee or a JVSubsidiary Guarantee, if any, or the enforcement of or exercise of rightsthereunder or under a Subsidiary Guarantee or a JV Subsidiary Guarantee, if any,including, without limitation, such Holder or beneficial owner being or havingbeen a national, domiciliary or resident of such Relevant Jurisdiction or treated asa resident thereof or being or having been physically present or engaged in atrade or business therein or having or having had a permanent establishmenttherein; or

(B) the presentation of such Note (in cases in which presentation is required) morethan 30 days after the later of the date on which the payment of the principal of,premium, if any, and interest on, such Note became due and payable pursuant tothe terms thereof or was made or duly provided for, except to the extent that theHolder thereof would have been entitled to such Additional Amounts if it hadpresented such Note for payment on any date within such 30-day period; or

(C) the failure of the Holder or beneficial owner to comply with a timely request ofthe Company or a Surviving Person, addressed to the Holder, to provideinformation concerning such Holder’s or beneficial owner’s nationality, residence,identity or connection with any Relevant Jurisdiction or the jurisdiction throughwhich payments are made, if and to the extent that due and timely compliancewith such request is required under the tax law of such jurisdiction in order toreduce or eliminate any withholding or deduction as to which Additional Amountswould have otherwise been payable to such Holder; or

(D) the presentation of such Note (in cases in which presentation is required) forpayment in the Relevant Jurisdiction or the jurisdiction through which paymentsare made, unless such Note could not have been presented for payment elsewhere;or

(E) any estate, inheritance, gift, sale, transfer, personal property or similar tax,assessment or other governmental charge; or

(F) any tax, assessment, withholding or deduction required by sections 1471 through1474 of the Internal Revenue Code of 1986, as amended (“FATCA”), any currentor future Treasury Regulations or rulings promulgated thereunder, anyintergovernmental agreement between the United States and any other jurisdictionpursuant to the implementation of FATCA, any law, regulation or other official

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guidance enacted in any jurisdiction implementing FATCA or anintergovernmental agreement with respect thereto, or any other agreementpursuant to the implementation of FATCA; or

(G) any combination of taxes, duties, assessments or other governmental chargesreferred to in the preceding clauses (A), (B), (C), (D), (E) and (F); or

(ii) to a Holder that is a fiduciary, partnership or person other than the sole beneficialowner of any payment to the extent that such payment would be required to beincluded in the income under the laws of a Relevant Jurisdiction or the jurisdictionthrough which payments are made, for tax purposes, of a beneficiary or settlor withrespect to the fiduciary, or a member of that partnership or a beneficial owner whowould not have been entitled to such Additional Amounts had that beneficiary, settlor,partner or beneficial owner been the Holder thereof.

As a result of these provisions, there are circumstances in which taxes could be withheld ordeducted but Additional Amounts would not be payable to some or all beneficial owners of Notes.

Whenever there is mentioned in any context the payment of principal, premium or interest inrespect of any Note, any Subsidiary Guarantee or any JV Subsidiary Guarantee, such mention shall bedeemed to include payment of Additional Amounts provided for in the Indenture to the extent that, insuch context, Additional Amounts are, were or would be payable in respect thereof.

Redemption for Taxation Reasons

The Notes may be redeemed, at the option of the Company or a Surviving Person (as definedunder the caption “– Consolidation, Merger and Sale of Assets”), as a whole but not in part, upongiving not less than 30 days’ nor more than 60 days’ notice to the Holders, the Paying Agent and theTrustee (which notice shall be irrevocable) at a redemption price equal to 100% of the principal amountthereof, together with accrued and unpaid interest (including any Additional Amounts), if any, to thedate fixed by the Company or the Surviving Person, as the case may be, for redemption if, as a resultof:

(1) any change in, or amendment to, the laws (or any regulations or rulings promulgatedthereunder) of a Relevant Jurisdiction affecting taxation; or

(2) any change in the existing official position, or the stating of an official position, regardingthe application or interpretation of such laws, regulations or rulings (including a holding,judgment or order by a court of competent jurisdiction),

which change or amendment is proposed and becomes effective on or after (i) in the case of theCompany, the Original Issue Date, (ii) with respect to any Future Subsidiary Guarantor, JV SubsidiaryGuarantor or Surviving Person, on or after the date such Future Subsidiary Guarantor, JV SubsidiaryGuarantor or Surviving Person becomes a Subsidiary Guarantor, JV Subsidiary Guarantor or SurvivingPerson, with respect to any payment due or to become due under the Notes or the Indenture, theCompany, a Surviving Person, a Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be,is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and suchrequirement cannot be avoided by the taking of reasonable measures by the Company, a SurvivingPerson, a Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be; provided that no suchnotice of redemption shall be given earlier than 90 days prior to the earliest date on which theCompany, a Surviving Person, a Subsidiary Guarantor or a JV Subsidiary Guarantor, as the case maybe, would be obligated to pay such Additional Amounts if a payment in respect of the Notes were thendue.

Prior to the giving of any notice of redemption of the Notes pursuant to the foregoing, theCompany, a Surviving Person, a Subsidiary Guarantor or a JV Subsidiary Guarantor, as the case maybe, will deliver to the Trustee at least 30 days but not more than 60 days before a redemption date:

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(1) an Officers’ Certificate stating that such change, amendment or statement of an officialposition referred to in the prior paragraph has occurred, describing the facts related theretoand stating that such requirement cannot be avoided by the Company, such Surviving Person,Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, by taking reasonablemeasures available to it; and

(2) an Opinion of Counsel or an opinion of a tax consultant, in either case of recognizedstanding with respect to tax matters of the Relevant Jurisdiction, stating that the requirementto pay such Additional Amounts results from such change, amendment or statement of anofficial position referred to in the prior paragraph.

The Trustee shall be entitled to accept such Officers’ Certificate and opinion as sufficientevidence of the satisfaction of the conditions precedent described above, in which event it shall beconclusive and binding on the Holders. The Trustee shall be entitled to conclusively rely on suchOfficers’ Certificate and opinion as sufficient evidence thereof without any liability or responsibility toany person.

Any Notes that are redeemed or repurchased by the Company in connection with a redemption fortaxation reasons will be cancelled and will not be reissued.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture.

Limitation on Indebtedness and Preferred Stock

(a) The Company will not, and will not permit any Restricted Subsidiary to, Incur anyIndebtedness (including Acquired Indebtedness) and the Company will not permit anyRestricted Subsidiary to issue any Preferred Stock, provided that (x) the Company and anySubsidiary Guarantor or JV Subsidiary Guarantor may Incur Indebtedness (includingAcquired Indebtedness) and (y) any Non-Guarantor Subsidiary may Incur PermittedSubsidiary Indebtedness if, after giving effect to the Incurrence of such Indebtedness and thereceipt and application of the proceeds therefrom, (i) the Fixed Charge Coverage Ratiowould be not less than 2.0 to 1.0 and (ii) no Default has occurred and is continuing.Notwithstanding the foregoing, the Company will not permit any Restricted Subsidiary toIncur any Disqualified Stock (other than Disqualified Stock held by the Company or aSubsidiary Guarantor, so long as it is so held).

(b) Notwithstanding the foregoing, the Company and, to the extent provided below, anyRestricted Subsidiary may Incur each and all of the following:

(1) Indebtedness under the Notes (excluding any Additional Notes and any Permitted PariPassu Secured Indebtedness of the Company) and each Subsidiary Guarantee and eachJV Subsidiary Guarantee;

(2) Any Pari Passu Guarantees;

(3) Indebtedness of the Company or any Restricted Subsidiary outstanding on the OriginalIssue Date excluding Indebtedness permitted under clause (b)(4) of this covenant;provided that such Indebtedness of Restricted Subsidiaries shall be included in thecalculation of Permitted Subsidiary Indebtedness (other than any Indebtedness orGuarantees of any Restricted Subsidiary permitted under clauses (b)(1), (b)(2), (b)(4),(b)(6) and (b)(13) of the covenant described under this “– Limitation on Indebtednessand Preferred Stock”);

(4) Indebtedness of the Company or any Restricted Subsidiary owed to the Company orany Restricted Subsidiary; provided that (i) any event which results in any suchRestricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transferof such Indebtedness (other than to the Company or any Restricted Subsidiary) shall be

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deemed, in each case, to constitute an Incurrence of such Indebtedness not permittedby this clause (b)(4) and (ii) if the Company is the obligor on such Indebtedness, suchIndebtedness must expressly be subordinated in right of payment to the Notes, and if aSubsidiary Guarantor or a JV Subsidiary Guarantor is the obligor on such Indebtednessand the Company is not the obligee, such Indebtedness must be expressly subordinatedin right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor or theJV Subsidiary Guarantee of such JV Subsidiary Guarantor, as the case may be;

(5) Indebtedness (“Permitted Refinancing Indebtedness”) issued in exchange for, or the netproceeds of which are used to refinance or refund, replace, exchange, renew, repay,defease, discharge or extend (collectively, “refinance”, and “refinances” and“refinanced” shall have a correlative meaning) then outstanding Indebtedness (orIndebtedness which is no longer outstanding but that is refinanced substantiallyconcurrently with the Incurrence of such Permitted Refinancing Indebtedness) Incurredunder clause (a) or clause (b)(1), (b)(3), (b)(7), (b)(15), (b)(16), (b)(17), (b)(18),(b)(21), (b)(22) and (b)(23) of this covenant and any refinancings thereof in an amountnot to exceed the amount so refinanced or refunded (plus premiums, accrued interest,fees and expenses); provided that (A) Indebtedness the proceeds of which are used torefinance or refund the Notes or Indebtedness that is pari passu with or subordinated inright of payment to the Notes, a Subsidiary Guarantee or a JV Subsidiary Guaranteeshall only be permitted under this clause (b)(5) if (x) in case the Notes are refinancedin part or the Indebtedness to be refinanced is pari passu with the Notes, a SubsidiaryGuarantee or a JV Subsidiary Guarantee, as the case may be, such new Indebtedness,by its terms or by the terms of any agreement or instrument pursuant to which suchnew Indebtedness is issued or remains outstanding, is expressly made pari passu with,or subordinate in right of payment to, the remaining Notes, such Subsidiary Guaranteeor JV Subsidiary Guarantee, as the case may be, or (y) in case the Indebtedness to berefinanced is subordinated in right of payment to the Notes, a Subsidiary Guarantee ora JV Subsidiary Guarantee, such new Indebtedness, by its terms or by the terms of anyagreement or instrument pursuant to which such new Indebtedness is issued or remainsoutstanding, is expressly made subordinate in right of payment to the Notes, suchSubsidiary Guarantee or JV Subsidiary Guarantee at least to the extent that theIndebtedness to be refinanced is subordinated to the remaining Notes, such SubsidiaryGuarantee or such JV Subsidiary Guarantee, (B) such new Indebtedness, determined asof the date of Incurrence of such new Indebtedness, does not mature prior to the StatedMaturity of the Indebtedness to be refinanced or refunded, and the Average Life ofsuch new Indebtedness is at least equal to the remaining Average Life of theIndebtedness to be refinanced or refunded and (C) in no event may Indebtedness of theCompany or any Subsidiary Guarantor or any JV Subsidiary Guarantor be refinancedpursuant to this clause (b)(5) by means of any Indebtedness of any RestrictedSubsidiary that is not a Subsidiary Guarantor or a JV Subsidiary Guarantor, and (D) inno event may Indebtedness of the Company or any Subsidiary Guarantor be refinancedpursuant to this clause by means of any Indebtedness of any JV Subsidiary Guarantor;

(6) Indebtedness Incurred by the Company or any Restricted Subsidiary pursuant toHedging Obligations entered into in the ordinary course of business and designedsolely to protect the Company or any Restricted Subsidiary from fluctuations in interestrates, currencies or the price of commodities and not for speculation;

(7) Indebtedness Incurred by the Company or any Restricted Subsidiary for the purpose offinancing (i) all or any part of the purchase price of assets, real or personal property(including the lease purchase price of land use rights) or equipment in each case to beused in the ordinary course of business by the Company or a Restricted Subsidiary inthe Permitted Business, including any such purchase through the acquisition of CapitalStock of any Person that owns such asset, real or personal property or equipmentwhich will, upon such acquisition, become a Restricted Subsidiary or (ii) all or anypart of the purchase price or the cost of development, construction or improvement ofassets, real or personal property to be used in the Permitted Business (including thelease purchase price of land use rights) or equipment to be used in the Permitted

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Business by the Company or such Restricted Subsidiary in the ordinary course ofbusiness; provided, however, in the case of sub-clauses (i) and (ii) that (A) theaggregate principal amount of such Indebtedness shall not exceed such purchase priceor cost, (B) such Indebtedness shall be Incurred no later than 180 days after theacquisition of such property or completion of such development, construction orimprovement and (C) on the date of the Incurrence of such Indebtedness and aftergiving effect thereto, the aggregate principal amount outstanding of all suchIndebtedness permitted by this clause (b)(7) (together with refinancings thereof and theaggregate principal amount outstanding of all such Indebtedness permitted by clauses(b)(16), (b)(17), (b)(18), (b)(21), (b)(22) and (b)(23) below and refinancings thereof,but excluding any Contractor Guarantee Incurred under such clauses and this clause(b)(7) to the extent the amount of such Contractor Guarantee is otherwise reflected insuch aggregate principal amount) does not exceed an amount equal to 40.0% of TotalAssets;

(8) Indebtedness Incurred by the Company or any Restricted Subsidiary constitutingreimbursement obligations with respect to workers’ compensation claims orself-insurance obligations or bid, performance or surety bonds (in each case other thanfor an obligation for borrowed money);

(9) Indebtedness Incurred by the Company or any Restricted Subsidiary constitutingreimbursement obligations with respect to letters of credit, trade guarantees or similarinstruments issued in the ordinary course of business to the extent that such letters ofcredit, trade guarantees or similar instruments are not drawn upon or, if drawn upon, tothe extent such drawing is reimbursed no later than 30 days following receipt by theCompany or such Restricted Subsidiary of a demand for reimbursement;

(10) Indebtedness arising from agreements providing for indemnification, adjustment ofpurchase price or similar obligations, or from Guarantees or letters of credit, suretybonds or performance bonds securing any obligation of the Company or any RestrictedSubsidiary pursuant to such agreements, in any case, Incurred in connection with thedisposition of any business, assets or Restricted Subsidiary, other than Guarantees ofIndebtedness Incurred by any Person acquiring all or any portion of such business,assets or Restricted Subsidiary for the purpose of financing such acquisition; providedthat the maximum aggregate liability in respect of all such Indebtedness in the natureof such Guarantee shall at no time exceed the gross proceeds actually received fromthe sale of such business, assets or Restricted Subsidiary;

(11) Indebtedness arising from the honoring by a bank or other financial institution of acheck, draft or similar instrument drawn against insufficient funds in the ordinarycourse of business provided, however, that such Indebtedness is extinguished withinfive Business Days of Incurrence;

(12) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of theCompany or any Restricted Subsidiary that was permitted to be Incurred by anotherprovision of this covenant, subject to the covenant described under the caption “–Limitation on Issuances of Guarantees by Restricted Subsidiaries”;

(13) Pre-Registration Mortgage Guarantees by the Company or any Restricted Subsidiary;

(14) Indebtedness of the Company or any Restricted Subsidiary with a maturity of one yearor less used by the Company or any Restricted Subsidiary for working capital;provided that the aggregate principal amount of Indebtedness permitted by this clause(b)(14) at any time outstanding does not exceed US$30.0 million (or the DollarEquivalent thereof);

(15) Indebtedness of the Company or any Restricted Subsidiary in an aggregate principalamount outstanding at any time (together with refinancings thereof) not to exceedUS$40.0 million (or the Dollar Equivalent thereof);

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(16) Bank Deposit Secured Indebtedness Incurred by the Company or any of its RestrictedSubsidiaries; provided that on the date of the Incurrence of such Indebtedness and aftergiving effect thereto, the aggregate principal amount outstanding of all suchIndebtedness permitted by this clause (b)(16) (together with refinancings thereof) andthe aggregate principal amount outstanding of indebtedness that was permitted to beincurred under clause (b)(7) above (together with refinancings thereof, but excludingany Contractor Guarantee Incurred under clause (b)(7) above to the extent the amountof such Contractor Guarantee is otherwise reflected in such aggregate principalamount) and clauses (b)(17), (b)(18), (b)(21), (b)(22) and (b)(23) below (together withrefinancings thereof) does not exceed an amount equal to 40.0% of Total Assets;

(17) Indebtedness Incurred or Preferred Stock issued by the Company or any RestrictedSubsidiary arising from any Investment made by a Trust Company Investor in a PRCRestricted Subsidiary; provided that on the date of the Incurrence of such Indebtednessor issuance of such Preferred Stock and after giving effect thereto, the aggregateprincipal amount outstanding of all such Indebtedness and Preferred Stock permitted bythis clause (b)(17) (together with refinancings thereof) and the aggregate principalamount outstanding of Indebtedness that was permitted to be Incurred under clauses(b)(7) and (b)(16) above (together with refinancings thereof, but excluding anyContractor Guarantee Incurred under clause (b)(7) above to the extent the amount ofsuch Contractor Guarantee is otherwise reflected in such aggregate principal amount)and clauses (b)(18), (b)(21), (b)(22) and (b)(23) below (together with refinancingsthereof) does not exceed an amount equal to 40.0% of Total Assets;

(18) Indebtedness Incurred by any PRC Restricted Subsidiary which is secured byInvestment Properties, and Guarantees thereof by the Company or any such RestrictedSubsidiary; provided that on the date of the Incurrence of such Indebtedness and aftergiving effect thereto, the aggregate principal amount outstanding of all suchIndebtedness permitted by this clause (b)(18) (together with refinancings thereof) andthe aggregate principal amount outstanding of indebtedness that was permitted to beincurred under clauses (b)(7), (b)(16) and (b)(17) above (together with refinancingsthereof, but excluding any Contractor Guarantee Incurred under clause (b)(7) above tothe extent the amount of such Contractor Guarantee is otherwise reflected in suchaggregate principal amount) and clauses (b)(21), (b)(22) and (b)(23) below (togetherwith refinancings thereof) does not exceed an amount equal to 40.0% of Total Assets;

(19) Indebtedness of the Company or any Restricted Subsidiary constituting an obligation topay the deferred purchase price of Capital Stock in a Restricted Subsidiary pursuant toa Staged Acquisition Agreement, to the extent that such deferred purchase price is paidwithin 12 months after the date the Company or such Restricted Subsidiary enters intosuch Staged Acquisition Agreement;

(20) Indebtedness Incurred by the Company constituting a Subordinated Shareholder Loan;

(21) Indebtedness Incurred by the Company or any Restricted Subsidiary constituting aGuarantee of Indebtedness of any Person (other than the Company or a RestrictedSubsidiary) by the Company or such Restricted Subsidiary; provided that on the date ofIncurrence of such Indebtedness and after giving effect thereto, the aggregate principalamount outstanding of all such Indebtedness permitted by this clause (b)(21) (togetherwith refinancings thereof) and the aggregate principal amount outstanding ofIndebtedness that was permitted to be incurred under clauses (b)(7), (b)(16), (b)(17)and (b)(18) above (together with refinancings thereof, but excluding any ContractorGuarantee Incurred under clause (b)(7) above to the extent the amount of suchContractor Guarantee is otherwise reflected in such aggregate principal amount) andclauses (b)(22) and (b)(23) below (together with refinancings thereof) does not exceedan amount equal to 40.0% of Total Assets;

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(22) Acquired Indebtedness of any Restricted Subsidiary Incurred and outstanding on thedate on which such Person becomes a Restricted Subsidiary (other than IndebtednessIncurred (i) to provide all or any portion of the funds utilized to consummate thetransaction or series of transactions pursuant to which a Person becomes a RestrictedSubsidiary or (ii) otherwise in contemplation of a Person becoming a RestrictedSubsidiary or any such acquisition); provided that on the date of the Incurrence of suchIndebtedness and after giving effect thereto, the aggregate principal amount outstandingof all such Indebtedness permitted by this clause (b)(22) (together with refinancingsthereof) and the aggregate principal amount outstanding of Indebtedness that waspermitted to be incurred under clauses (b)(7), (b)(16), (b)(17), (b)(18) and (b)(21)above and clause (b)(23) below (together with refinancings thereof, but excluding anyContractor Guarantee Incurred under clause (b)(7) above to the extent the amount ofsuch Contractor Guarantee is otherwise reflected in such aggregate principal amount)does not exceed an amount equal to 40.0% of Total Assets; and

(23) Indebtedness Incurred by the Company or any Restricted Subsidiary under CreditFacilities; provided that on the date of the Incurrence of such Indebtedness and aftergiving effect thereto, the aggregate principal amount outstanding of all suchIndebtedness Incurred under this clause (b)(23) (together with refinancings thereof andthe aggregate principal amount outstanding of Indebtedness that was Incurred underclauses (b)(7), (b)(16), (b)(17), (b)(18), (b)(21) and (b)(22) above and the refinancingsthereof, but excluding any Contractor Guarantee or Guarantee Incurred under suchclauses and this clause (23) to the extent the amount of such Contractor Guarantee orGuarantee is otherwise reflected in such aggregate principal amount), does not exceedan amount equal to 40.0% of Total Assets.

(c) For purposes of determining compliance with this “Limitation on Indebtedness and PreferredStock” covenant, in the event that an item of Indebtedness meets the criteria of more thanone of the types of Indebtedness described above, including under the proviso in the firstsentence of clause (a) of this covenant, the Company, in its sole discretion, shall classify,and from time to time may reclassify, such item of Indebtedness as one or more of suchtypes.

(d) Notwithstanding any other provision of this covenant, the maximum amount of Indebtednessthat may be Incurred pursuant to this covenant will not be deemed to be exceeded withrespect to any outstanding Indebtedness due solely to the result of fluctuations in theexchange rates of currencies. For purposes of determining compliance with any U.S.dollar-denominated restriction on the Incurrence of Indebtedness, the principal amount ofIndebtedness denominated in a foreign currency shall be translated into U.S. dollar at itsDollar Equivalent on the date such Indebtedness was Incurred, in the case of termIndebtedness, or first committed, in the case of revolving credit Indebtedness; provided thatif such Indebtedness is Incurred to refinance other Indebtedness denominated in a currencyother than U.S. dollars, and such refinancing would cause the applicable U.S.dollar-denominated restriction to be exceeded if translated to its Dollar Equivalent on thedate of such refinancing, such U.S. dollar-denominated restriction shall be deemed not tohave been exceeded so long as the foreign currency principal amount of such refinancingIndebtedness does not exceed the same foreign currency principal amount of suchIndebtedness being refinanced. The principal amount of any Indebtedness Incurred torefinance other Indebtedness, if Incurred in a different currency from the Indebtedness beingrefinanced and other than in U.S. dollars, shall be calculated based on the Dollar Equivalentapplicable to the currency in which such refinancing Indebtedness is denominated that is ineffect on the date of such refinancing.

Limitation on Restricted Payments

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly (thepayments or any other actions described in clauses (a) through (d) below being collectively referred toas “Restricted Payments”):

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(a) declare or pay any dividend or make any distribution on or with respect to the Company’s orany Restricted Subsidiary’s Capital Stock (other than dividends or distributions payable orpaid solely in shares of the Company’s or any Restricted Subsidiary’s Capital Stock (otherthan Disqualified Stock or Preferred Stock) or in options, warrants or other rights to acquireshares of such Capital Stock) held by Persons other than the Company or any RestrictedSubsidiary;

(b) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares ofCapital Stock of the Company or any Restricted Subsidiary (including options, warrants orother rights to acquire such shares of Capital Stock) or any direct or indirect parent of theCompany held by any Persons other than the Company or any Restricted Subsidiary (otherthan the purchase of Capital Stock of any PRC Restricted Subsidiary held by any TrustCompany Investor);

(c) make any voluntary or optional principal payment, or voluntary or optional redemption,repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness that issubordinated in right of payment to the Notes, any Subsidiary Guarantee or any JVSubsidiary Guarantee (excluding any intercompany Indebtedness between or among theCompany and any Restricted Subsidiary); or

(d) make any Investment, other than a Permitted Investment;

if, at the time of, and after giving effect to, the proposed Restricted Payment:

(A) a Default has occurred and is continuing or would occur as a result of such RestrictedPayment;

(B) the Company could not Incur at least US$1.00 of Indebtedness under the proviso in the firstsentence of clause (a) of the covenant under the caption “– Limitation on Indebtedness andPreferred Stock”; or

(C) such Restricted Payment, together with the aggregate amount of all Restricted Paymentsmade by the Company and its Restricted Subsidiaries after the Measurement Date, shallexceed the sum (without duplication) of:

(1) 50% of the aggregate amount of the Consolidated Net Income of the Company (or, ifthe Consolidated Net Income is a loss, minus 100% of the amount of such loss)accrued on a cumulative basis during the period (taken as one accounting period)beginning on January 1, 2012 and ending on the last day of the Company’s mostrecently ended fiscal quarter period for which consolidated financial statements of theCompany (which the Company shall use its reasonable best efforts to compile in atimely manner) are available (which may be internal consolidated financial statements)at the time of such Restricted Payment; plus

(2) 100% of the aggregate Net Cash Proceeds received by the Company after theMeasurement Date as a capital contribution to its common equity or from the issuanceand sale of its Capital Stock (other than Disqualified Stock) to a Person who is not aSubsidiary of the Company, including any such Net Cash Proceeds received upon (x)the conversion of any Indebtedness (other than Subordinated Indebtedness) of theCompany into Capital Stock (other than Disqualified Stock) of the Company, or (y) theexercise by a Person who is not a Subsidiary of the Company of any options, warrantsor other rights to acquire Capital Stock of the Company (other than DisqualifiedStock), in each case after deducting the amount of any such Net Cash Proceeds used toredeem, repurchase, defease or otherwise acquire or retire for value any SubordinatedIndebtedness or Capital Stock of the Company; plus

(3) the amount by which Indebtedness of the Company or any of its Restricted Subsidiariesis reduced on the Company’s consolidated balance sheet upon the conversion orexchange (other than by a Subsidiary of the Company) subsequent to the Measurement

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Date of any Indebtedness of the Company or any of its Restricted Subsidiariesconvertible or exchangeable into Capital Stock (other than Disqualified Stock) of theCompany (less the amount of any cash, or the Fair Market Value of any other property,distributed by the Company or its Restricted Subsidiary upon such conversion orexchange); plus

(4) an amount equal to the net reduction in Investments (other than reductions in PermittedInvestments) that were made after the Measurement Date in any Person resulting from(v) payments of interest on Indebtedness, dividends or repayments of loans or advancesby such Person, in each case to the Company or any Restricted Subsidiary (except, ineach case, to the extent any such payment or proceeds are included in the calculationof Consolidated Net Income), (w) the unconditional release of a Guarantee provided bythe Company or a Restricted Subsidiary after the Measurement Date of an obligation ofanother Person (to the extent such guarantee was treated as a Restricted Payment), (x)to the extent that an Investment made after the Measurement Date is sold or otherwiseliquidated or repaid for cash, the lesser of (i) the cash return of capital with respect tosuch Investment (less the cost of disposition, if any) and (ii) the initial amount of suchInvestment, (y) from redesignations of Unrestricted Subsidiaries as RestrictedSubsidiaries, not to exceed, in each case, the amount of Investments (other thanPermitted Investments) made by the Company or a Restricted Subsidiary after theMeasurement Date in any such Person or Unrestricted Subsidiary or (z) any Personbecoming a Restricted Subsidiary (whereupon all Investments made by the Company orany Restricted Subsidiary in such Person since the Measurement Date shall be deemedto have been made pursuant to clause (1) of the definition of “Permitted Investment”but only to the extent such Investments by the Company or any Restricted Subsidiaryin such Person was a Restricted Payment made to the extent permitted under thisparagraph (4)); plus

(5) US$30.0 million (or the Dollar Equivalent thereof).

The foregoing provision shall not be violated by reason of:

(1) the payment of any dividend or redemption of any Capital Stock within 60 days after therelated date of declaration or call for redemption if, at said date of declaration or call forredemption, such payment or redemption would comply with the preceding paragraph;

(2) the redemption, repurchase, defeasance or other acquisition or retirement for value ofSubordinated Indebtedness of the Company or any Subsidiary Guarantor or any JVSubsidiary Guarantor with the Net Cash Proceeds of, or in exchange for, a substantiallyconcurrent Incurrence of Permitted Refinancing Indebtedness;

(3) the redemption, repurchase or other acquisition of Capital Stock of the Company or anySubsidiary Guarantor or any JV Subsidiary Guarantor (or options, warrants or other rights toacquire such Capital Stock) in exchange for, or out of the Net Cash Proceeds of asubstantially concurrent capital contribution or a sale (other than to a Subsidiary of theCompany) of, shares of Capital Stock (other than Disqualified Stock) of the Company (oroptions, warrants or other rights to acquire such Capital Stock); provided that the amount ofany such Net Cash Proceeds that are utilized for any such Restricted Payment will beexcluded from clause (C)(2) of the preceding paragraph;

(4) the redemption, repurchase, defeasance or other acquisition or retirement for value ofSubordinated Indebtedness of the Company or any Subsidiary Guarantor or any JVSubsidiary Guarantor in exchange for, or out of the Net Cash Proceeds of, a substantiallyconcurrent capital contribution or sale (other than to a Subsidiary of the Company) of,shares of Capital Stock (other than Disqualified Stock) of the Company (or options, warrantsor other rights to acquire such Capital Stock); provided that the amount of any such NetCash Proceeds that are utilized for any such Restricted Payment will be excluded fromclause (C)(2) of the preceding paragraph;

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(5) (A) the repurchase, redemption or other acquisition or retirement for value of the CapitalStock of the Company or any Restricted Subsidiary (directly or indirectly, including throughany trustee, agent or nominee) in connection with an employee benefit plan, and anycorresponding Investment by the Company or any Restricted Subsidiary in any trust orsimilar arrangements to the extent of such repurchased, redeemed, acquired or retired CapitalStock, or (B) the repurchase, redemption or other acquisition or retirement for value of anyCapital Stock of the Company or any Restricted Subsidiary held by an employee benefitplan of the Company or any Restricted Subsidiary, any current or former officer, director,consultant, or employee of the Company or any Restricted Subsidiary (or permittedtransferees, estates or heirs of any of the foregoing); provided that the aggregateconsideration paid for all such repurchased, redeemed, acquired or retired Capital Stock shallnot exceed 1.0% of Total Assets;

(6) the purchase by the Company or a Restricted Subsidiary of Capital Stock of any RestrictedSubsidiary that is not Wholly Owned, directly or indirectly, by the Company from anIndependent Third Party pursuant to an agreement entered into between/among the Companyor any Restricted Subsidiary and such Independent Third Party solely for the purpose ofacquiring real property or land use rights, provided that (x) such purchase occurs within 12months after such Restricted Subsidiary acquires the real property or land use rights it wasformed to acquire and (y) the Company delivers to the Trustee a Board Resolution set forthin an Officers’ Certificate (on which the Trustee shall be entitled to rely without any liabilityor responsibility to any person) confirming that, in the opinion of the Board of Directors, thepurchase price of such Capital Stock is less than or equal to the Fair Market Value of suchCapital Stock;

(7) the payment of any dividends or distributions declared, paid or made by a RestrictedSubsidiary payable on a pro rata basis or on a basis more favorable to the Company to allholders of any class of Capital Stock of such Restricted Subsidiary, at least 50% of which isheld, directly or indirectly through Restricted Subsidiaries, by the Company;

(8) dividends paid to, or the purchase of Capital Stock of any PRC Restricted Subsidiary heldby, any Trust Company Investor in respect of any Indebtedness outstanding on the OriginalIssue Date or permitted to be Incurred under clause (b)(17) of the covenant described under“– Limitation on Indebtedness and Preferred Stock”;

(9) the purchase of Capital Stock of a Person pursuant to a Staged Acquisition Agreement;

(10) the declaration and payment of dividends by the Company for the fiscal year of 2012 in anaggregate amount not to exceed US$25.0 million (or the Dollar Equivalent thereof);

(11) the declaration and payment of dividends by the Company with respect to any financial yearup to an aggregate amount not to exceed 20.0% of the Company’s consolidated net profit insuch financial year; or

(12) the distribution, as a dividend or otherwise, of shares of Capital Stock in, or anyIndebtedness or other securities of, Unrestricted Subsidiaries;

provided that, in the case of clause (2), (3), (4), (5), (10) or (11) above, no Default shall have occurredand be continuing or would occur as a consequence of the actions or payments set forth therein.

Each Restricted Payment permitted pursuant to clause (1) and clause (10) of the precedingparagraph shall be included in calculating whether the conditions of clause (C) of the first paragraph ofthis “Limitation on Restricted Payments” covenant have been met with respect to any subsequentRestricted Payments.

The amount of any Restricted Payments (other than cash) will be the Fair Market Value on thedate of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by theCompany or the Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. Thevalue of any assets or securities that are required to be valued by this covenant will be the Fair Market

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Value. The Board of Directors’ determination of the Fair Market Value of a Restricted Payment or anysuch assets or securities (other than any Restricted Payments set forth in clauses (5) through (12) in thesecond paragraph under “– Limitation on Restricted Payments”) must be based upon an opinion orappraisal issued by an appraisal or investment banking firm of recognized standing if the Fair MarketValue exceeds US$10.0 million (or the Dollar Equivalent thereof).

Not later than the date of making any Restricted Payment in an amount in excess of US$10.0million (or the Dollar Equivalent thereof) (other than any Restricted Payments set forth in clauses (5)through (12) in the second paragraph under “– Limitation on Restricted Payments”), the Company willdeliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted andsetting forth the basis upon which the calculations required by this covenant under the caption “–Limitation on Restricted Payments” were computed, together with a copy of any fairness opinion orappraisal required by the Indenture. The Trustee shall be entitled to conclusively rely on such Officers’Certificate and opinion or appraisal as sufficient evidence thereof without any liability or responsibilityto any person.

For purposes of determining compliance with this “– Limitation on Restricted Payments”covenant, in the event that an item of Investment meets the criteria of both the first paragraph of this“– Limitation on Restricted Payments” covenant and paragraph (18) of the definition of “PermittedInvestment” at any time, the Company, in its sole discretion, shall classify, and from time to time mayreclassify, such item of Investment in one or more of them.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

(a) Except as provided below, the Company will not, and will not permit any RestrictedSubsidiary to, create or otherwise cause or permit to exist or become effective anyencumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on any Capital Stock of such RestrictedSubsidiary owned by the Company or any other Restricted Subsidiary;

(2) pay any Indebtedness or other obligation owed to the Company or any other RestrictedSubsidiary;

(3) make loans or advances to the Company or any other Restricted Subsidiary; or

(4) sell, lease or transfer any of its property or assets to the Company or any otherRestricted Subsidiary.

provided that for the avoidance of doubt the following shall not be deemed to constitute such anencumbrance or restriction: (i) the priority of any Preferred Stock in receiving dividends or liquidatingdistributions prior to dividends or liquidating distributions being paid on Common Stock; (ii) thesubordination of loans or advances made to the Company or any Restricted Subsidiary to otherIndebtedness Incurred by the Company or any Restricted Subsidiary; and (iii) the provisions containedin documentation governing Indebtedness requiring transactions between or among the Company andany Restricted Subsidiary or between or among any Restricted Subsidiary to be on fair and reasonableterms or on an arm’s length basis.

(b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions:

(1) existing in agreements as in effect on the Original Issue Date, or in the Notes, theSubsidiary Guarantees, the JV Subsidiary Guarantees, the Indenture, the SecurityDocuments, or under any Permitted Pari Passu Secured Indebtedness of the Companyor any Subsidiary Guarantor or Pari Passu Guarantee of the Company, any SubsidiaryGuarantor or any JV Subsidiary Guarantor, and any extensions, refinancings, renewalsor replacements of any of the foregoing agreements; provided that the encumbrancesand restrictions in any such extension, refinancing, renewal or replacement, taken as a

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whole, are no more restrictive in any material respect than those encumbrances orrestrictions that are then in effect and that are being extended, refinanced, renewed orreplaced;

(2) existing under or by reason of applicable law (including any statute, rule, regulation orgovernment order);

(3) existing with respect to any Person or the property or assets of such Person acquiredby the Company or any Restricted Subsidiary, existing at the time of such acquisitionand not incurred in contemplation thereof, which encumbrances or restrictions are notapplicable to any Person or the property or assets of any Person other than such Personor the property or assets of such Person so acquired, and any extensions, refinancings,renewals or replacements thereof; provided that the encumbrances and restrictions inany such extension, refinancing, renewal or replacement, taken as a whole, are no morerestrictive in any material respect than those encumbrances or restrictions that are thenin effect and that are being extended, refinanced, renewed or replaced;

(4) that otherwise would be prohibited by the provision described in clause (a)(4) of thiscovenant if they arise, or are agreed to, in the ordinary course of business, and that (x)restrict in a customary manner the subletting, assignment or transfer of any property orasset that is subject to a lease or license, (y) exist by virtue of any Lien on, oragreement to transfer, option or similar right with respect to any property or assets ofthe Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or(z) do not relate to any Indebtedness, and that do not, individually or in the aggregate,detract from the value of the property or assets of the Company or any RestrictedSubsidiary in any manner material to the Company or such Restricted Subsidiary;

(5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that hasbeen entered into for the sale or disposition of all or substantially all of the CapitalStock of, or property and assets of, such Restricted Subsidiary that is permitted by the“Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries”,“Limitation on Indebtedness and Preferred Stock” and “Limitation on Asset Sales”covenants;

(6) with respect to any Restricted Subsidiary and imposed pursuant to an agreement thathas been entered into for the Incurrence of Indebtedness permitted under clause (a),(b)(7), (b)(14), (b)(15), (b)(16), (b)(17), (b)(18), (b)(21), (b)(22) or (b)(23) of the“Limitation on Indebtedness and Preferred Stock” covenant if, as determined by theBoard of Directors, the encumbrances or restrictions are (i) customary for such types ofagreements and (ii) would not, at the time agreed to, be expected to materially andadversely affect the ability of the Company to make required payments on the Notesand any extensions, refinancings, renewals or replacements of any of the foregoingagreements; provided that the encumbrances and restrictions in any such extension,refinancing, renewal or replacement, taken as a whole, are no more restrictive in anymaterial respect than those encumbrances and restrictions that are then in effect andthat are being extended, refinanced, renewed or replaced;

(7) existing in customary provisions in joint venture agreements and other similaragreements permitted under the Indenture, to the extent such encumbrance orrestriction relates to the activities or assets of a Restricted Subsidiary that is a party tosuch joint venture and if (as determined in good faith by the Board of Directors) (i) theencumbrances or restrictions are customary for a joint venture or similar agreement ofthat type and (ii) the encumbrances or restrictions would not, at the time agreed to, beexpected to materially and adversely affect (x) the ability of the Company to make therequired payments on the Notes, or (y) the ability of any Subsidiary Guarantor or JVSubsidiary Guarantor to make required payments under its Subsidiary Guarantee or JVSubsidiary Guarantee; or

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(8) existing with respect to any Unrestricted Subsidiary or the property or assets of suchUnrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance withthe terms of the Indenture at the time of such designation and not incurred incontemplation of such designation, which encumbrances or restrictions are notapplicable to any Person or the property or assets of any Person other than suchSubsidiary or its subsidiaries or the property or assets of such Subsidiary or itssubsidiaries, and any extensions, refinancing, renewals or replacements thereof;provided that the encumbrances and restrictions in any such extension, refinancing,renewal or replacement, taken as a whole, are no more restrictive in any materialrespect to the Holders than those encumbrances or restrictions that are then in effectand that are being extended, refinanced, renewed or replaced.

Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries

The Company will not sell, and will not permit any Restricted Subsidiary, directly or indirectly, toissue or sell, any shares of Capital Stock of a Restricted Subsidiary (including options, warrants orother rights to purchase shares of such Capital Stock) except:

(1) to the Company or a Wholly Owned Restricted Subsidiary, or in the case of a RestrictedSubsidiary that is not Wholly Owned, pro rata to its shareholders or incorporators;

(2) to the extent such Capital Stock represents a director’s qualifying shares or is required byapplicable law to be held by a Person other than the Company or a Wholly OwnedRestricted Subsidiary;

(3) the issuance or sale of Capital Stock of a Restricted Subsidiary if, immediately after givingeffect to such issuance or sale, such Restricted Subsidiary would no longer constitute aRestricted Subsidiary and any remaining Investment in such Person would have beenpermitted to be made under the “– Limitation on Restricted Payments” covenant if made onthe date of such issuance or sale and provided that the Company complies with the “–Limitation on Asset Sales” covenant to the extent required thereunder; and

(4) the issuance or sale of Capital Stock of a Restricted Subsidiary (which remains a RestrictedSubsidiary after any such issuance or sale); provided that the Company or such RestrictedSubsidiary applies the Net Cash Proceeds of such issuance or sale in accordance with the “–Limitation on Asset Sales” covenant to the extent required thereunder.

Notwithstanding the foregoing, a Restricted Subsidiary may issue Common Stock to itsshareholders on a pro rata basis or on a basis more favorable to the Company and its RestrictedSubsidiaries.

Limitation on Issuances of Guarantees by Restricted Subsidiaries

The Company will not permit any Restricted Subsidiary which is not a Subsidiary Guarantor or aJV Subsidiary Guarantor, as the case may be, directly or indirectly, to Guarantee any Indebtedness(“Guaranteed Indebtedness”) of the Company, any Subsidiary Guarantor or any JV SubsidiaryGuarantor, unless (1)(a) such Restricted Subsidiary simultaneously executes and delivers a supplementalindenture to the Indenture providing for an unsubordinated Subsidiary Guarantee or JV SubsidiaryGuarantee, as the case may be, of payment of the Notes by such Restricted Subsidiary and (b) suchRestricted Subsidiary waives and will not in any manner whatsoever claim, or take the benefit oradvantage of, any rights of reimbursement, indemnity or subrogation or any other rights against theCompany or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiaryunder its Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, until the Notes havebeen paid in full or (2) such Guarantee is permitted by clauses (b)(3), (b)(4), (b)(12) (other than aGuarantee by a PRC Restricted Subsidiary of the Indebtedness of a non-PRC Restricted Subsidiary thatis not a Subsidiary of such PRC Subsidiary) or (b)(16) (in the case of clause (b)(16), with respect tothe Guarantee provided by any Restricted Subsidiary for any such Bank Deposit Secured Indebtedness)under the “– Limitation on Indebtedness and Preferred Stock” covenant.

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If the Guaranteed Indebtedness (A) ranks pari passu in right of payment with the Notes, anySubsidiary Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such GuaranteedIndebtedness shall rank pari passu in right of payment with, or subordinated to, the SubsidiaryGuarantee or the JV Subsidiary Guarantee, as the case may be, or (B) is subordinated in right ofpayment to the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee, if any, then theGuarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the SubsidiaryGuarantee or the JV Subsidiary Guarantee, as the case may be, at least to the extent that theGuaranteed Indebtedness is subordinated to the Notes or the Subsidiary Guarantee or the JV SubsidiaryGuarantee, as the case may be.

The Company will not permit any JV Subsidiary Guarantor, directly or indirectly, to Guaranteeany Indebtedness of the Company or any other Restricted Subsidiary unless the aggregate claims of thecreditor under such Guarantee will be limited to the JV Entitlement Amount. If any JV SubsidiaryGuarantor Guarantees any Indebtedness of the Company or any other Restricted Subsidiary where theaggregate claims of the creditor under such Guarantee exceed the JV Entitlement Amount, such JVSubsidiary Guarantee shall be replaced with a Subsidiary Guarantee given by a Subsidiary Guarantor.

Limitation on Transactions with Shareholders and Affiliates

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly,enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase,sale, lease or exchange of property or assets, or the rendering of any service) with (a) any holder (orany Affiliate of such holder) of 10.0% or more of any class of Capital Stock of the Company or (b) anyAffiliate of the Company (each an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to theCompany or the relevant Restricted Subsidiary than those that would have been obtained ina comparable arm’s-length transaction by the Company or the relevant Restricted Subsidiarywith a Person that is not an Affiliate of the Company; and

(2) the Company delivers to the Trustee:

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactionsinvolving aggregate consideration in excess of US$5.0 million (or the DollarEquivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifyingthat such Affiliate Transaction complies with this covenant and such AffiliateTransaction has been approved by a majority of the disinterested members of the Boardof Directors. The Trustee shall be entitled to rely on such certificate without anyliability or responsibility to any person; and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactionsinvolving aggregate consideration in excess of US$10.0 million (or the DollarEquivalent thereof), in addition to the Board Resolution required in clause (2)(A)above, an opinion issued by an accounting, appraisal or investment banking firm ofrecognized standing confirming that the terms of such Affiliate Transaction are fairfrom a financial point of view and are no less favorable to the Company or therelevant Restricted Subsidiary than terms available to (or from, as appropriate) aPerson that is not an Affiliate of the Company. The Trustee shall be entitled to rely onsuch opinion without any liability or responsibility to any person.

The foregoing limitation does not limit, and shall not apply to:

(1) the payment of reasonable and customary regular fees and other compensation for theservice as board members to directors of the Company or any Restricted Subsidiary who arenot employees of the Company or any Restricted Subsidiary;

(2) transactions between or among the Company and any of its Wholly Owned RestrictedSubsidiaries or between or among Wholly Owned Restricted Subsidiaries;

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(3) any Restricted Payment of the type described in clause (a) or (b) of the first paragraph ofthe covenant described above under the caption “– Limitation on Restricted Payments” ifpermitted by that covenant;

(4) any sale of Capital Stock (other than Disqualified Stock) of the Company;

(5) the payment of compensation to officers and directors of the Company or any RestrictedSubsidiary pursuant to an employee stock or share option scheme, so long as such scheme isin compliance with the listing rules of The Stock Exchange of Hong Kong Limited, which asof the Original Issue Date requires majority shareholder approval of any such scheme;

(6) any sale of apartment units by the Company or a Restricted Subsidiary in the ordinarycourse of business to employees, officers, directors or their respective family members at adiscount from the listed price not greater than that applicable generally to all employees ofthe Company and its Restricted Subsidiaries with respect to those apartment units; providedthat (x) revenues from all such sales in any fiscal year shall not exceed 1% of the revenuesfor the year as shown in the consolidated financial statements of the Company for thatperiod prepared in accordance with GAAP and (y) any such discount shall not exceed 15%of the Fair Market Value of the relevant apartment unit;

(7) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity inthe Restructuring Group entered into in connection with a proposed Restructuring, includingbut not limited to transactions entered into for purposes of any reorganization in connectionwith such proposed Restructuring and the entry into, and the performance thereof, of anyunderwriting agreement or other transaction documents in connection with such proposedRestructuring;

(8) any transaction between (A) the Company or any Restricted Subsidiary on the one part and(B) any entity in the Restructuring Group on the other part, on fair and reasonable terms anddisclosed in the offering document issued in connection with a proposed Restructuring, orany amendment or modification or extension or replacement thereof, so long as suchamendment, modification or replacement is not more disadvantageous to the Company andits Restricted Subsidiaries than the original transaction described in the offering documentissued in connection with such proposed Restructuring and in compliance with the listingrules of The Stock Exchange of Hong Kong Limited or any other recognized exchange onwhich the Company’s Common Stock are then listed for trading; or

(9) any transaction or arrangement between or among the Company or any Restricted Subsidiaryand any entity in the Restructuring Group or any holder (or any Affiliate of such holder) of10.0% or more of any class of Capital Stock of the Company or any Affiliate of theCompany entered into in connection with a Qualified IPO to enable or assist holders of theCompany’s Capital Stock to participate in such Qualified IPO, through a distribution, as adividend or otherwise, or in a preferential offering or otherwise, in compliance with the rulesof The Stock Exchange of Hong Kong Limited or any other relevant Qualified Exchange.

In addition, the requirements of clause (2) of the first paragraph of this covenant shall not applyto (i) Investments (other than Permitted Investments) not prohibited by the “– Limitation on RestrictedPayments” covenant, (ii) transactions pursuant to agreements in effect on the Original Issue Date anddescribed in this offering memorandum, or any amendment or modification or replacement thereof, solong as such amendment, modification or replacement is not more disadvantageous to the Company andits Restricted Subsidiaries than the original agreement in effect on the Original Issue Date, (iii) anytransaction (A) between or among the Company, any Wholly Owned Restricted Subsidiary and anyRestricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or (B) between or among theCompany or any Restricted Subsidiary and any Minority Joint Venture; provided that in the case ofclause (iii) (a) such transaction is entered into in the ordinary course of business and (b) none of theother shareholders or other partners of or in such Restricted Subsidiary or Minority Joint Venture, ifany, is a Person described in clause (a) or (b) of the first paragraph of this covenant (other than byreason of such other shareholder or other partner being an officer or director of such RestrictedSubsidiary or Minority Joint Venture) and (iv) for as long as the Common Stock of the Company

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remains listed on The Stock Exchange of Hong Kong Limited, any Affiliate Transaction which is notprohibited by or is conducted in compliance with the applicable listing rules of The Stock Exchange ofHong Kong Limited.

Limitation on Liens

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly,Incur, assume or permit to exist any Lien on the Collateral (other than Permitted Liens).

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly,Incur, assume or permit to exist any Lien of any nature whatsoever on any of its assets or properties ofany kind (other than the Collateral), whether owned at the Original Issue Date or thereafter acquired,except Permitted Liens, unless the Notes are secured equally and ratably by (or, if the obligation orliability to be secured by such Lien is subordinated in right of payment to the Notes, prior to) suchLien.

Limitation on Sale and Leaseback Transactions

The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale andLeaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a Saleand Leaseback Transaction if:

(a) the Company or such Restricted Subsidiary, as the case may be, could have (1) incurredIndebtedness in an amount equal to the Attributable Indebtedness relating to such Sale andLeaseback Transaction under the covenant described above under “– Limitation onIndebtedness and Preferred Stock” and (2) incurred a Lien to secure such Indebtednesspursuant to the covenant described above under the caption “– Limitation on Liens”, inwhich case, the corresponding Indebtedness and Lien will be deemed incurred pursuant tothose provisions;

(b) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the FairMarket Value of the property that is the subject of such Sale and Leaseback Transaction; and

(c) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and theCompany or such Restricted Subsidiary, as the case may be, applies the proceeds of suchtransaction in compliance with, the covenant described below under the caption “–Limitation on Asset Sales”.

Limitation on Asset Sales

The Company will not, and will not permit any Restricted Subsidiary to, consummate any AssetSale, unless:

(a) no Default shall have occurred and be continuing or would occur as a result of such AssetSale;

(b) the consideration received by the Company or such Restricted Subsidiary, as the case maybe, is at least equal to the Fair Market Value of the assets sold or disposed of; and

(c) at least 75% of the consideration received consists of cash, Temporary Cash Investments orReplacement Assets; provided that in the case of an Asset Sale in which the Company orsuch Restricted Subsidiary receives Replacement Assets involving aggregate consideration inexcess of US$50.0 million (or the Dollar Equivalent thereof), the Company shall deliver tothe Trustee an opinion as to the fairness to the Company or such Restricted Subsidiary ofsuch Asset Sale from a financial point of view issued by an accounting, appraisal orinvestment banking firm of recognized standing. The Trustee shall be entitled to rely on suchopinion without any liability or responsibility to any person. For purposes of this provision,each of the following will be deemed to be cash:

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(A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, ofthe Company or any Restricted Subsidiary (other than contingent liabilities andliabilities that are by their terms subordinated to the Notes, any Subsidiary Guaranteeor any JV Subsidiary Guarantee) that are assumed by the transferee of any such assetspursuant to a customary assumption, assignment, novation or similar agreement thatreleases the Company or such Restricted Subsidiary from further liability; and

(B) any securities, notes or other obligations received by the Company or any RestrictedSubsidiary from such transferee that are promptly, but in any event within 30 days ofclosing, converted by the Company or such Restricted Subsidiary into cash, to theextent of the cash received in that conversion.

Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company (orthe applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds to:

(1) permanently repay Senior Indebtedness of the Company or a Subsidiary Guarantor or anyIndebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (and, if suchSenior Indebtedness repaid is revolving credit Indebtedness, to correspondingly reducecommitments with respect thereto) in each case owing to a Person other than the Companyor a Restricted Subsidiary;

(2) acquire Replacement Assets; or

(3) make an Investment in cash or Temporary Cash Investments pending application of such NetCash Proceeds as set forth in clause (1) or (2) above.

On the 361st day after an Asset Sale or such earlier date, if any, if the Company determines not toapply all of the Net Cash Proceeds relating to such Asset Sale as set forth in the preceding paragraph(such date being referred to as an “Excess Proceeds Trigger Date”), such aggregate amount of Net CashProceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted in thepreceding paragraph (“Excess Proceeds”) will be applied by the Company to make an Offer to Purchaseto all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or anySubsidiary Guarantee containing provisions similar to those set forth in the Indenture with respect tooffers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount ofNotes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. Theoffer price in any Offer to Purchase will be equal to 100% of the principal amount of the Notes andsuch other pari passu Indebtedness plus accrued and unpaid interest, if any, to the date of purchase, andwill be payable in cash.

The Company may defer the Offer to Purchase until there are aggregate unutilized ExcessProceeds equal to or in excess of US$20.0 million (or the Dollar Equivalent thereof) resulting from oneor more Asset Sales, at which time, within 10 days thereof, the entire unutilized amount of ExcessProceeds will be applied as provided in the preceding paragraph. If any Excess Proceeds remain afterconsummation of an Offer to Purchase, the Company may use such Excess Proceeds for any purposenot otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such otherpari passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds,the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on theprincipal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of eachOffer to Purchase, the Excess Proceeds subject to such Asset Sale will no longer be deemed to beExcess Proceeds.

Anti-Layering

The Company will not Incur, and will not permit any Subsidiary Guarantor to Incur, anyIndebtedness if such Indebtedness is contractually subordinated in right of payment to any otherIndebtedness of the Company or such Subsidiary Guarantor, as the case may be, unless suchIndebtedness is also contractually subordinated in right of payment to the Notes or the applicable

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Subsidiary Guarantee on substantially identical terms. This does not apply to distinctions betweencategories of Indebtedness that exist by reason of any Liens or Guarantees securing or in favor of somebut not all of such Indebtedness.

Limitation on the Company’s Business Activities

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly,engage in any business other than a Permitted Business; provided, however, that the Company or anyRestricted Subsidiary may own Capital Stock of an Unrestricted Subsidiary or joint venture or otherentity that is engaged in a business other than Permitted Businesses as long as any Investment thereinwas not prohibited when made by the covenant under the caption “– Limitation on RestrictedPayments”.

Use of Proceeds

The Company will not, and will not permit any Restricted Subsidiary to, use the net proceedsfrom the sale of the Notes, in any amount, for any purpose other than (a) in the approximate amountsand for the purposes specified, including any adjustment in response to changes in acquisition ordevelopment plans as contemplated, under the caption “Use of Proceeds” in this offering memorandum(or in the case of Additional Notes, the offering or other document relating to the sale of suchAdditional Notes) and (b) pending the application of all of such net proceeds in such manner, to investthe portion of such net proceeds not yet so applied in Temporary Cash Investments.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary;provided that (a) no Default shall have occurred or be continuing at the time of or after giving effect tosuch designation; (b) neither the Company nor any Restricted Subsidiary guarantees or provides creditsupport for the Indebtedness of such Restricted Subsidiary; (c) such Restricted Subsidiary does not ownany Disqualified Stock of the Company or Disqualified or Preferred Stock of another RestrictedSubsidiary or hold any Indebtedness, or Lien on any property, of the Company or any RestrictedSubsidiary, if such Disqualified or Preferred Stock or Indebtedness could not be Incurred under thecovenant described under the caption “– Limitation on Indebtedness and Preferred Stock” or such Lienwould violate the covenant described under the caption “– Limitation on Liens”; (d) such RestrictedSubsidiary does not own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiariesare Unrestricted Subsidiaries or are being concurrently designated as Unrestricted Subsidiaries inaccordance with this paragraph; and (e) the Investment deemed to have been made thereby in suchnewly designated Unrestricted Subsidiary and each other newly designated Unrestricted Subsidiarybeing concurrently redesignated would be permitted to be made by the covenant described under “–Limitation on Restricted Payments” (other than any Investment deemed to have been made by theCompany or any Restricted Subsidiary in the Restructuring Group upon the designation of theRestructuring Group as Unrestricted Subsidiaries in connection with a proposed Restructuring, providedthat (i) the Board of Directors of the Company has determined in good faith that the designation of theSubsidiaries in the Restructuring Group as Unrestricted Subsidiaries is necessary to obtain approvalfrom a Qualified Exchange for the proposed Restructuring and Qualified IPO, and (ii) immediatelyprior to the designation of the Restructuring Group as Unrestricted Subsidiaries, the ConsolidatedAssets of the Restructuring Group (and any other Restructuring Group subject to a proposedRestructuring and Qualified IPO) shall be no more than 20.0% of the Total Assets of the Company).

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;provided that (a) no Default shall have occurred or be continuing at the time of or after giving effect tosuch designation; (b) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of suchdesignation which will be deemed to have been Incurred by such newly designated RestrictedSubsidiary as a result of such designation would be permitted to be Incurred by the covenant describedunder the caption “– Limitation on Indebtedness and Preferred Stock”; (c) any Lien on the property ofsuch Unrestricted Subsidiary at the time of such designation which will be deemed to have beenIncurred by such newly designated Restricted Subsidiary as a result of such designation would bepermitted to be incurred by the covenant described under the caption “– Limitation on Liens”; (d) suchUnrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently

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being designated as a Restricted Subsidiary); (e) if such Restricted Subsidiary is not organized underthe laws of the PRC, such Restricted Subsidiary shall upon such designation execute and deliver to theTrustee a supplemental indenture to the Indenture by which such Restricted Subsidiary shall become aSubsidiary Guarantor or a JV Subsidiary Guarantor; and (f) if such Restricted Subsidiary is notorganized under the laws of the PRC, all Capital Stock of such Restricted Subsidiary owned by theCompany or any other Restricted Subsidiary shall be pledged as required under “– Security”.

Any designation as a Restricted Subsidiary of a Subsidiary of which 50% of the voting power ofthe outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more otherSubsidiaries of such Person and in each case which is “controlled” and consolidated by such Person inaccordance with GAAP shall be so designated in a Board Resolution based on a determination by theBoard of Directors that the Company has, directly or indirectly, the requisite control over suchRestricted Subsidiary to prevent it from Incurring any Indebtedness or taking any other action at anytime in contravention of any of the provisions of the Indenture and the Notes that are applicable toRestricted Subsidiaries.

Suspension of Certain Covenants

If, on any date following the Original Issue Date, the Notes have a rating of Investment Gradefrom two of the three Rating Agencies and no Default has occurred and is continuing (a “SuspensionEvent”), then, beginning on that day and continuing until such time, if any, at which the Notes cease tohave a rating of Investment Grade from at least two of the three Rating Agencies, the provisions of theIndenture summarized under the following captions will be suspended:

(1) “– Certain Covenants – Limitation on Indebtedness and Preferred Stock”;

(2) “– Certain Covenants – Limitation on Restricted Payments”;

(3) “– Certain Covenants – Limitation on Dividend and Other Payment Restrictions AffectingRestricted Subsidiaries”;

(4) “– Certain Covenants – Limitation on Sales and Issuances of Capital Stock in RestrictedSubsidiaries”;

(5) “– Certain Covenants – Limitation on Issuances of Guarantees by Restricted Subsidiaries”;

(6) “– Certain Covenants – Limitation on the Company’s Business Activities”;

(7) “– Certain Covenants – Limitation on Sale and Leaseback Transactions”; and

(8) “– Certain Covenants – Limitation on Asset Sales”.

During any period that the foregoing covenants have been suspended, the Board of Directors maynot designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to the covenantsummarized under the caption “– Certain Covenants – Designation of Restricted and UnrestrictedSubsidiaries” or the definition of “Unrestricted Subsidiary”. Such covenants will be reinstituted andapply according to their terms as of and from the first day on which a Suspension Event ceases to be ineffect. Such covenants will not, however, be of any effect with regard to actions of the Company or anyRestricted Subsidiary properly taken in compliance with the provisions of the Indenture during thecontinuance of the Suspension Event, and following reinstatement the calculations under the covenantsummarized under “– Certain Covenants – Limitation on Restricted Payments” will be made as if suchcovenant had been in effect since the Original Issue Date except that no Default will be deemed tohave occurred solely by reason of a Restricted Payment made while that covenant was suspended.

There can be no assurance that the Notes will ever achieve a rating of Investment Grade or thatany such rating will be maintained.

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Government Approvals and Licenses; Compliance with Law

The Company will, and will cause each Restricted Subsidiary to (a) obtain and maintain in fullforce and effect all governmental approvals, authorizations, consents, permits, concessions and licensesas are necessary to engage in the Permitted Businesses, (b) preserve and maintain good and valid titleto its properties and assets (including land-use rights) free and clear of any Liens other than PermittedLiens and (c) comply with all laws, regulations, orders, judgments and decrees of any governmentalbody, except to the extent that failure so to obtain, maintain, preserve and comply would not reasonablybe expected to have a material adverse effect on (1) the business, results of operations or prospects ofthe Company and its Restricted Subsidiaries, taken as a whole, or (2) the ability of the Company or anySubsidiary Guarantor to perform its obligations under the Notes, the relevant Subsidiary Guarantee orthe Indenture.

Provision of Financial Statements and Reports

(a) So long as any of the Notes remain outstanding, the Company will file with the Trustee andfurnish to the Holders upon request, as soon as they are available but in any event not more than10 calendar days after they are filed with The Stock Exchange of Hong Kong Limited or anyother recognized exchange on which the Company’s Common Stock is at any time listed fortrading, true and correct copies of any financial or other report in the English language filed withsuch exchange; provided that, if at any time the Common Stock of the Company ceases to belisted for trading on The Stock Exchange of Hong Kong Limited or any other recognizedexchange, the Company will file with the Trustee and furnish to the Holders:

(1) as soon as they are available, but in any event within 90 calendar days after the end of thefiscal year of the Company, copies of its financial statements (on a consolidated basis) inrespect of such financial year (including a statement of income, balance sheet and cash flowstatement) audited by a member firm of an internationally-recognized firm of independentaccountants;

(2) as soon as they are available, but in any event within 60 calendar days after the end of thesecond financial quarter of the Company, copies of its financial statements (on aconsolidated basis) in respect of such half-year period (including a statement of income,balance sheet and cash flow statement) reviewed by a member firm of aninternationally-recognized firm of independent accountants; and

(3) as soon as they are available, but in any event within 45 calendar days after the end of eachof the first and third financial quarter of the Company, copies of its unaudited financialstatements (on a consolidated basis), in respect of the relevant quarterly period (including astatement of income, balance sheet and cash flow statement) prepared on a basis consistentwith the audited financial statements of the Company together with a certificate signed bythe person then authorized to sign financial statements on behalf of the Company to theeffect that such financial statements are true in all material respects and present fairly thefinancial position of the Company as at the end of, and the results of its operations for, therelevant quarterly period. The Trustee shall be entitled to conclusively rely on such Officers’Certificate as sufficient evidence thereof without any liability or responsibility to any person.

(b) In addition, so long as any of the Notes remain outstanding, the Company will provide to theTrustee (1) within 120 days after the close of each fiscal year, an Officers’ Certificate stating theFixed Charge Coverage Ratio with respect to the four most recent fiscal quarter periods andshowing in reasonable detail the calculation of the Fixed Charge Coverage Ratio, including thearithmetic computations of each component of the Fixed Charge Coverage Ratio, together with acertificate from the Company’s external auditors verifying the accuracy and correctness of thecalculation and arithmetic computation, provided that the Company shall not be required toprovide such auditor certification if its external auditors refuse to provide such certification as aresult of a policy of such external auditors not to provide such certification; and (2) as soon aspossible and in any event within 30 days after the Company becomes aware or should reasonablybecome aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of

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the Default, and the action which the Company proposes to take with respect thereto. The Trusteeshall be entitled to conclusively rely on any such certificates as sufficient evidence thereofwithout any liability or responsibility to any person.

Events of Default

The following events will be defined as “Events of Default” in the Indenture:

(a) default in the payment of principal of (or premium, if any, on) the Notes when the samebecomes due and payable at maturity, upon acceleration, redemption or otherwise;

(b) default in the payment of interest or Additional Amounts on any Note when the samebecomes due and payable, and such default continues for a period of 30 consecutive days;

(c) default in the performance or breach of the provisions of the covenants described under “–Consolidation, Merger and Sale of Assets”, the failure by the Company to make orconsummate a Change of Control Offer, or an Offer to Purchase in the manner describedunder the captions “– Repurchase of Notes upon a Change of Control Triggering Event” or“– Certain Covenants – Limitation on Asset Sales”, or the failure by the Company to create,or cause its Restricted Subsidiaries to create, a first priority lien on the Collateral (subject toany Permitted Liens and the Intercreditor Agreement) in accordance with the covenantdescribed under the caption “– Security”;

(d) the Company or any Restricted Subsidiary defaults in the performance of or breaches anyother covenant or agreement in the Indenture or under the Notes (other than a defaultspecified in clause (a), (b) or (c) above) and such default or breach continues for a period of30 consecutive days after written notice of such default or breach to the Company by theTrustee or the Holders of 25% or more in aggregate principal amount of the Notes;

(e) there occurs with respect to any Indebtedness of the Company or any Restricted Subsidiary(other than a Subordinated Shareholder Loan) having an outstanding principal amount ofUS$30.0 million (or the Dollar Equivalent thereof) or more in the aggregate for all suchIndebtedness of all such Persons, whether such Indebtedness now exists or shall hereafter becreated, (1) an event of default that has caused the holder thereof to declare suchIndebtedness to be due and payable prior to its Stated Maturity and/or (2) the failure tomake a payment of principal or interest when due;

(f) any final judgment or order for the payment of money in excess of US$30.0 million (or theDollar Equivalent thereof) in the aggregate for all such final judgments or orders shall berendered against the Company or any Restricted Subsidiary and shall not be paid ordischarged for a period of 60 days during which a stay of enforcement, by reason of apending appeal or otherwise, is not in effect;

(g) an involuntary case or other proceeding is commenced against the Company or anySignificant Restricted Subsidiary with respect to it or its debts under any applicablebankruptcy, insolvency or other similar law now or hereafter in effect seeking theappointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similarofficial of the Company or any Significant Restricted Subsidiary or for any substantial partof the property and assets of the Company or any Significant Restricted Subsidiary and suchinvoluntary case or other proceeding remains undismissed and unstayed for a period of 60consecutive days; or an order for relief is entered against the Company or any SignificantRestricted Subsidiary under any applicable bankruptcy, insolvency or other similar law asnow or hereafter in effect;

(h) the Company or any Significant Restricted Subsidiary (1) commences a voluntary case underany applicable bankruptcy, insolvency or other similar law now or hereafter in effect, orconsents to the entry of an order for relief in an involuntary case under any such law, (2)consents to the appointment of or taking possession by a receiver, liquidator, assignee,custodian, trustee, sequestrator or similar official of the Company or any Significant

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Restricted Subsidiary or for all or substantially all of the property and assets of theCompany or any Significant Restricted Subsidiary or (3) effects any general assignment forthe benefit of creditors (other than, in each case under (2), any of the foregoing that arisesfrom any solvent liquidation or restructuring of a Significant Restricted Subsidiary in theordinary course of business that shall result in the net assets of such Significant RestrictedSubsidiary being transferred to or otherwise vested in the Company or any RestrictedSubsidiary on a pro rata basis or on a basis more favorable to the Company);

(i) any Subsidiary Guarantor or any JV Subsidiary Guarantor denies or disaffirms its obligationsunder its Subsidiary Guarantee or JV Subsidiary Guarantee or, except as permitted by theIndenture, any Subsidiary Guarantee or any JV Subsidiary Guarantee is determined to beunenforceable or invalid or shall for any reason cease to be in full force and effect;

(j) any default by the Company or any Subsidiary Guarantor Pledgor in the performance of anyof its obligations under the Security Documents or the Indenture, which adversely affects theenforceability, validity, perfection or priority of the applicable Lien on the Collateral orwhich adversely affects the condition or value of the Collateral, taken as a whole, in anymaterial respect; or

(k) the Company or any Subsidiary Guarantor Pledgor denies or disaffirms its obligations underany Security Document or, other than in accordance with the Indenture and the SecurityDocuments, any Security Document ceases to be or is not in full force and effect or theCollateral Agent ceases to have a first priority security interest in the Collateral (subject toany Permitted Liens and the Intercreditor Agreement).

If an Event of Default (other than an Event of Default specified in clause (g) or (h) above) occursand is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principalamount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if suchnotice is given by the Holders), may, and the Trustee at the written request of such Holders shall(subject to receiving indemnity and/or security and/or pre-funding to its satisfaction), declare theprincipal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due andpayable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaidinterest shall be immediately due and payable. If an Event of Default specified in clause (g) or (h)above occurs with respect to the Company or any Significant Restricted Subsidiary, the principal of,premium, if any, and accrued and unpaid interest on the Notes then outstanding shall automaticallybecome and be immediately due and payable without any declaration or other act on the part of theTrustee or any Holder.

The Holders of at least a majority in principal amount of the outstanding Notes by written noticeto the Company and to the Trustee may on behalf of all Holders waive all past Defaults and rescindand annul a declaration of acceleration and its consequences if:

(x) all existing Events of Default, other than the nonpayment of the principal of, premium, ifany, and interest on the Notes that have become due solely by such declaration ofacceleration, have been cured or waived, and

(y) the rescission would not conflict with any judgment or decree of a court of competentjurisdiction.

Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom willbe deemed to have been cured, but no such waiver will extend to any subsequent or other Default orimpair any right consequent thereon.

If an Event of Default occurs and is continuing, the Trustee may, and provided that it is securedand/or indemnified and/or prefunded to its satisfaction, shall upon request of Holders of at least 25% inaggregate principal amount of outstanding Notes, pursue in its own name or as trustee of an expresstrust, any available remedy by proceeding at law or in equity to collect the payment of principal of and

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interest on the Notes or to enforce the performance of any provision of the Notes or the Indenture. TheTrustee may maintain a proceeding even if it does not possess any of the Notes or does not produceany of them in the proceeding.

If an Event of Default occurs and is continuing, the Trustee may, and provided that it is securedand/or indemnified and/or prefunded to its satisfaction shall upon request of Holders of at least 25% inaggregate principal amount of outstanding Notes, deliver an Enforcement Notice to the Collateral Agentinstructing the Collateral Agent to foreclose on the Collateral in accordance with the terms of theSecurity Documents and take such further action on behalf of the Holders of the Notes with respect tothe Collateral as the Trustee deems appropriate or as instructed by the Trustee or such Holders. See “–Security”.

The Holders of at least a majority in aggregate principal amount of the outstanding Notes maydirect the time, method and place of conducting any proceeding for any remedy available to the Trusteeor exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to followany direction that conflicts with law or the Indenture that may involve the Trustee in personal liability,or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders notjoining in the giving of such direction and may take any other action it deems proper that is notinconsistent with any such direction received from Holders. A Holder may not pursue any remedy withrespect to the Indenture or the Notes unless:

(1) the Holder has previously given the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in aggregate principal amount of outstanding Notes make awritten request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer the Trustee indemnity and/or security and/or prefundingsatisfactory to the Trustee against any costs, liability or expense to be incurred incompliance with such request;

(4) the Trustee does not comply with such request within 60 days after receipt of such requestand the offer of indemnity and/or security and/or prefunding; and

(5) during such 60-day period, the Holders of a majority in aggregate principal amount of theoutstanding Notes do not give the Trustee a direction that is inconsistent with the request.

However, such limitations do not apply to the right of any Holder to receive payment of theprincipal of, premium, if any, or interest on, such Note, or to bring suit for the enforcement of any suchpayment, on or after the due date expressed in the Notes, which right shall not be impaired or affectedwithout the consent of the Holder.

Two Officers of the Company must certify to the Trustee in writing, on or before a date not morethan 120 days after the end of each fiscal year, that a review has been conducted of the activities of theCompany and its Restricted Subsidiaries and the Company’s and its Restricted Subsidiaries’performance under the Indenture, the Intercreditor Agreement and the Security Documents and that theCompany and the Restricted Subsidiaries have fulfilled all obligations thereunder, or, if there has beena default in the fulfillment of any such obligation, specifying each such default and the nature andstatus thereof. The Company will also be obligated to notify the Trustee in writing of any default ordefaults in the performance of any covenants or agreements under the Indenture. See “– Provision ofFinancial Statements and Reports”. The Trustee shall be entitled to conclusively rely on any suchcertification or notification without any liability or responsibility to any person.

Consolidation, Merger and Sale of Assets

The Company will not consolidate with, merge with or merge into another Person, permit anyPerson to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all orsubstantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidatedbasis) (as an entirety or substantially an entirety in one transaction or a series of related transactions),unless:

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(a) the Company shall be the continuing Person, or the Person (if other than it) formed by suchconsolidation or merger or that acquired or leased such property and assets (the “SurvivingPerson”) shall be a corporation organized and validly existing under the laws of the CaymanIslands, Bermuda, the British Virgin Islands or Hong Kong and shall expressly assume, by asupplemental indenture to the Indenture, executed and delivered to the Trustee, all theobligations of the Company under the Indenture, the Notes and the Security Documents, asthe case may be, including the obligation to pay Additional Amounts with respect to anyjurisdiction in which it is organized or resident for tax purposes (or through which it makespayments), and the Indenture, the Notes and the Security Documents, as the case may be,shall remain in full force and effect;

(b) immediately after giving effect to such transaction, no Default shall have occurred and becontinuing;

(c) immediately after giving effect to such transaction on a pro forma basis, the Company or theSurviving Person, as the case may be, shall have a Consolidated Net Worth equal to orgreater than the Consolidated Net Worth of the Company immediately prior to suchtransaction;

(d) immediately after giving effect to such transaction on a pro forma basis, the Company or theSurviving Person, as the case may be, could Incur at least US$1.00 of Indebtedness underthe proviso in the first sentence of clause (a) of the covenant under the caption “– CertainCovenants – Limitation on Indebtedness and Preferred Stock”; provided, however, that thisrequirement does not apply if the Fixed Charge Coverage Ratio (on a pro forma basis) shallbe the same as or higher than the Fixed Charge Coverage Ratio immediately prior to suchtransaction;

(e) the Company delivers to the Trustee (1) an Officers’ Certificate (attaching the arithmeticcomputations to demonstrate compliance with clauses (c) and (d)) and (2) an Opinion ofCounsel, in each case stating that such consolidation, merger or transfer and the relevantsupplemental indenture complies with this provision and that all conditions precedentprovided for in the Indenture relating to such transaction have been complied with. TheTrustee shall be entitled to rely on such certificate and opinion without any liability orresponsibility to any person;

(f) each Subsidiary Guarantor or JV Subsidiary Guarantor, unless such Subsidiary Guarantor orJV Subsidiary Guarantor is the Person with which the Company has entered into atransaction described under this covenant, shall execute and deliver a supplemental indentureto the Indenture confirming that its Subsidiary Guarantee or JV Subsidiary Guarantor, as thecase may be, shall apply to the obligations of the Company or the Surviving Person inaccordance with the Notes and the Indenture; and

(g) no Rating Decline shall have occurred.

No Subsidiary Guarantor or JV Subsidiary Guarantor will consolidate with or merge with or intoanother Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwisedispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computedon a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series ofrelated transactions) to another Person (other than the Company or another Subsidiary Guarantor or, inthe case of a JV Subsidiary Guarantor, other than to another JV Subsidiary Guarantor, the Company ora Subsidiary Guarantor), unless:

(A) such Subsidiary Guarantor or JV Subsidiary Guarantor shall be the continuing Person, or thePerson (if other than it) formed by such consolidation or merger or that acquired or leasedsuch property and assets shall be the Company, another Subsidiary Guarantor or shallbecome a Subsidiary Guarantor concurrently with the transaction (or, in the case of a JVSubsidiary Guarantor, another JV Subsidiary Guarantor, the Company or a SubsidiaryGuarantor), and shall expressly assume, by a supplemental indenture to the Indenture,executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor or JV

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Subsidiary Guarantor under the Indenture, the Notes and the Security Documents, as the casemay be, including the obligation to pay Additional Amounts with respect to any jurisdictionin which it is organized or resident for tax purposes or through which it makes payments,and the Indenture, the Notes and the Security Documents, as the case may be, shall remainin full force and effect;

(B) immediately after giving effect to such transaction, no Default shall have occurred and becontinuing;

(C) immediately after giving effect to such transaction on a pro forma basis, the Company shallhave a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of theCompany immediately prior to such transaction;

(D) immediately after giving effect to such transaction on a pro forma basis, the Company couldIncur at least US$l.00 of Indebtedness under the first paragraph of the covenant under thecaption “– Certain Covenants – Limitation on Indebtedness and Preferred Stock”; provided,however, that this requirement does not apply if the Fixed Charge Coverage Ratio (on a proforma basis) shall be the same as or higher than the Fixed Charge Coverage Ratioimmediately prior to such transaction;

(E) the Company delivers to the Trustee (1) an Officers’ Certificate (attaching the arithmeticcomputations to demonstrate compliance with clauses (C) and (D)) and (2) an Opinion ofCounsel, in each case stating that such consolidation, merger or transfer and the relevantsupplemental indenture complies with this provision and that all conditions precedentprovided for in the Indenture relating to such transaction have been complied with. TheTrustee shall be entitled to rely on such certificate and opinion without any liability orresponsibility to any person; and

(F) no Rating Decline shall have occurred.

provided that this paragraph shall not apply to any sale or other disposition that complies with the “–Certain Covenants – Limitation on Asset Sales” covenant or any Subsidiary Guarantor or JV SubsidiaryGuarantor whose Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, isunconditionally released in accordance with the provisions described under “– The SubsidiaryGuarantees and JV Subsidiary Guarantees – Release of the Subsidiary Guarantees and the JV SubsidiaryGuarantees”.

The foregoing requirements shall not apply to a consolidation or merger of any SubsidiaryGuarantor or JV Subsidiary Guarantor with and into the Company or any other Subsidiary Guarantor orJV Subsidiary Guarantor, so long as the Company or such Subsidiary Guarantor or JV SubsidiaryGuarantor survives such consolidation or merger.

Although there is a limited body of case law interpreting the phrase “substantially all”, there is noprecise established definition of the phrase under applicable law. Accordingly, in certain circumstancesthere may be a degree of uncertainty as to whether a particular transaction would involve “all orsubstantially all” of the property or assets of a Person. The foregoing provisions would not necessarilyafford Holders protection in the event of highly leveraged or other transactions involving the Companyor any Subsidiary Guarantor that may adversely affect Holders.

Requirements as to Payments for Consents

The Company will not, and shall not permit any of its Subsidiaries to, directly or indirectly, payor cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder foror as an inducement to any consent, waiver or amendment of any of the terms or provisions of theIndenture or the Notes unless such consideration is offered to be paid or is paid to all Holders thatconsent, waive or agree to amend such term or provision within the time period set forth in thesolicitation documents relating to such consent, waiver or amendment.

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Notwithstanding the foregoing, in any offer or payment of consideration for, or as an inducementto, any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notesin connection with an exchange or tender offer, the Company and any Restricted Subsidiary mayexclude (i) Holders or beneficial owners of the Notes that are not institutional “accredited investors” asdefined in Rule 501 under the Securities Act, (ii) Holders or beneficial owners of the Notes that arelocated in the U.S. or are “U.S. Persons” as defined in Regulation S under the Securities Act, and (iii)Holders or beneficial owners of the Notes in any jurisdiction where the inclusion of such Holders orbeneficial owners would require the Company or any Subsidiary to comply with the registrationrequirements or other similar requirements under any securities laws of such jurisdiction, or thesolicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, orthe approval of such amendment by, Holders or beneficial owners in such jurisdiction would beunlawful, in each case as determined by the Company in its sole discretion.

Defeasance

Defeasance and Discharge

The Indenture will provide that the Company will be deemed to have paid and will be dischargedfrom any and all obligations in respect of the Notes on the 183rd day after the deposit referred tobelow, and the provisions of the Indenture and the Security Documents will no longer be in effect withrespect to the Notes (except for, among other matters, certain obligations to register the transfer orexchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies and tohold monies for payment in trust) if, among other things:

(a) the Company (1) has deposited with the Trustee (or its agent), in trust, money or U.S.Government Obligations or any combination thereof that through the payment of interest andprincipal in respect thereof in accordance with their terms will provide money in an amountsufficient to pay the principal of, premium, if any, and accrued interest on the Notes on theStated Maturity of such payments in accordance with the terms of the Indenture and theNotes and (2) has delivered to the Trustee an Opinion of Counsel or a certificate of aninternationally recognized firm of independent accountants to the effect that the amountdeposited by the Company is sufficient to provide payment for the principal of, premium, ifany, and accrued interest on, the Notes on the Stated Maturity of such payment inaccordance with the terms of the Indenture. The Trustee shall be entitled to conclusively relyon such certificate and Opinion of Counsel as sufficient evidence thereof without anyliability or responsibility to any person;

(b) to the extent that the defeasance trust is organized under the laws of the United States (orany state thereof) or at the request of the Trustee, the Company has delivered to the Trusteean Opinion of Counsel of recognized standing internationally to the effect that the creationof the defeasance trust does not violate the U.S. Investment Company Act of 1940, asamended, and after the passage of 123 days following the deposit, the trust fund will not besubject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 ofthe New York Debtor and Creditor Law. The Trustee shall be entitled to conclusively rely onsuch Opinion of Counsel as sufficient evidence thereof without any liability or responsibilityto any person; and

(c) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, orevent that after the giving of notice or lapse of time or both would become an Event ofDefault, shall have occurred and be continuing on the date of such deposit or during theperiod ending on the 183rd day after the date of such deposit, and such defeasance shall notresult in a breach or violation of or constitute a default under, any other agreement orinstrument to which the Company or any Restricted Subsidiary is a party or by which theCompany or any Restricted Subsidiary is bound, as to which the Company shall provide theTrustee with an Officer’s Certificate, on which the Trustee shall be entitled to conclusivelyrely as sufficient evidence thereof without any liability or responsibility to any person.

In the case of either discharge or defeasance of the Notes, the Subsidiary Guarantees and JVSubsidiary Guarantees will terminate.

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Defeasance of Certain Covenants

The Indenture will further provide that the provisions of the Indenture will no longer be in effectwith respect to clauses (c), (d), (e)(1) and (g) under the first paragraph and clauses (C), (D), (E)(1) and(F) under the second paragraph under “Consolidation, Merger and Sale of Assets” and all the covenantsdescribed herein under “– Certain Covenants”, other than as described under “– Certain Covenants –Anti-Layering” and “– Certain Covenants – Government Approvals and Licenses; Compliance withLaw”, clause (c) under “Events of Default” with respect to such clauses (c), (d), (e)(1) and (g) underthe first paragraph and clauses (C), (D), (E)(1) and (F) under the second paragraph under“Consolidation, Merger and Sale of Assets” and with respect to the other events set forth in suchclause, clause (d) under “Events of Default” with respect to such other covenants and clauses (e) and(f) under “Events of Default” shall be deemed not to be Events of Default upon, among other things,the deposit with the Trustee (or its agent), in trust, of money or U.S. Government Obligations or anycombination thereof that through the payment of interest and principal in respect thereof in accordancewith their terms will provide money in an amount sufficient to pay the principal of, premium, if any,and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the termsof the Indenture and the Notes, and the satisfaction of the provisions described in clauses (a)(2) and (b)of the first paragraph under “– Defeasance and Discharge”.

Defeasance and Certain Other Events of Default

In the event the Company exercises its option to omit compliance with certain covenants andprovisions of the Indenture with respect to the Notes as described in the immediately precedingparagraph and the Notes are declared due and payable because of the occurrence of an Event of Defaultthat remains applicable, the amount of money and/or U.S. Government Obligations on deposit with theTrustee will be sufficient to pay amounts due on the Notes at the time of their Stated Maturity but maynot be sufficient to pay amounts due on the Notes at the time of the acceleration resulting from suchEvent of Default. However, the Company will remain liable for such payments.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to survivingrights of registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) asto all outstanding Notes when:

(a) either:

(1) all of the Notes theretofore authenticated and delivered (except lost, stolen or destroyedNotes which have been replaced or paid and Notes for whose payment money hastheretofore been deposited in trust by the Company and thereafter repaid to theCompany) have been delivered to the Registrar for cancellation; or

(2) all Notes not theretofore delivered to the Registrar for cancellation have become dueand payable pursuant to an optional redemption notice or otherwise or will become dueand payable within one year, and the Company or any Subsidiary Guarantor hasirrevocably deposited or caused to be deposited with the Trustee funds, in cash in U.S.dollars, non-callable U.S. Government Obligations or a combination thereof in anamount sufficient to pay and discharge the entire indebtedness on the Notes nottheretofore delivered to the Registrar for cancellation, for principal of, premium, if any,and interest on the Notes to the date of deposit together with irrevocable instructionsfrom the Company directing the Trustee to apply such funds to the payment thereof atmaturity or redemption, as the case may be;

(b) the Company or any Subsidiary Guarantor has paid all other sums payable under theIndenture by the Company; and

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(c) no Default or Event of Default will have occurred and be continuing on the date of suchdeposit or will occur as a result of such deposit and such deposit will not result in a breachor violation of, or constitute a default under, any other instruments to which the Company orany Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantoris bound.

The Trustee will acknowledge the satisfaction and discharge of the Indenture if the Company hasdelivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditionsprecedent under the Indenture relating to the satisfaction and discharge of the Indenture have beencomplied with. The Trustee shall be entitled to conclusively rely on such Officers’ Certificate andOpinion of Counsel as sufficient evidence thereof without any liability or responsibility to any person.

Amendments and Waiver

Amendments Without Consent of Holders

The Indenture, the Intercreditor Agreement or any Security Document may be amended, withoutthe consent of any Holder, to:

(a) cure any ambiguity, defect, omission or inconsistency in the Indenture, the Notes, theIntercreditor Agreement or any Security Document;

(b) comply with the provisions described under “Consolidation, Merger and Sale of Assets”;

(c) evidence and provide for the acceptance of appointment by a successor Trustee or CollateralAgent;

(d) add any Subsidiary Guarantor or JV Subsidiary Guarantor, or any Subsidiary Guarantee orJV Subsidiary Guarantee, or release any Subsidiary Guarantor or JV Subsidiary Guarantorfrom any Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, as providedor permitted by the terms of the Indenture;

(e) provide for the issuance of Additional Notes in accordance with the limitations set forth inthe Indenture;

(f) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor asprovided or permitted by the terms of the Indenture;

(g) add additional Collateral to secure the Notes, any Subsidiary Guarantee and any JVSubsidiary Guarantee and create or register Liens on such additional Collateral;

(h) in any other case where a supplemental indenture to the Indenture is required or permitted tobe entered into pursuant to the provisions of the Indenture without the consent of anyHolder;

(i) permit Permitted Pari Passu Secured Indebtedness in accordance with the limitations setforth in the Indenture (including, without limitation, permitting the Trustee to enter into anyamendments to the Intercreditor Agreement, the Security Documents, or the Indenture, theappointment of any collateral agent under the Intercreditor Agreement to hold the Collateralon behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness andtaking any other action necessary to permit the creation and registration of Liens on theCollateral to secure Permitted Pari Passu Secured Indebtedness, in accordance with theIndenture);

(j) make any other change that provides additional rights or benefits to Holders or that does notmaterially and adversely affect the rights of any Holder;

(k) effect any changes to the Indenture in a manner necessary to comply with the procedures ofEuroclear, Clearstream or the relevant clearing system; or

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(l) conform the text of the Indenture, the Notes, the Subsidiary Guarantees, the SecurityDocuments or the Intercreditor Agreement, to any provision of this “Description of theNotes” to the extent that such provision in this “Description of the Notes” was intended tobe a verbatim recitation of a provision in the Indenture, the Notes, the SubsidiaryGuarantees, the Security Documents or the Intercreditor Agreement.

Amendments with Consent of Holders

Amendments of the Indenture, the Intercreditor Agreement or any Security Document may bemade by the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee and theCollateral Agent with the consent of the Holders of not less than a majority in aggregate principalamount of the outstanding Notes and the Holders of a majority in principal amount of the outstandingNotes may waive future compliance by the Company with any provision of the Notes, the Indenture,the Intercreditor Agreement and the Security Documents; provided, however, that no such modification,amendment or waiver may, without the consent of Holders which in the aggregate hold 90% of theoutstanding principal amount of the Notes at such time:

(a) change the Stated Maturity of the principal of, or any installment of interest on, any Note;

(b) reduce the principal amount of, or premium, if any, or interest on, any Note;

(c) change the currency of payment of principal of, or premium, if any, or interest on, any Note;

(d) impair the right to institute suit for the enforcement of any payment on or after the StatedMaturity (or, in the case of a redemption, on or after the redemption date) of any Note orany Subsidiary Guarantee;

(e) reduce the above stated percentage of outstanding Notes the consent of whose Holders isnecessary to modify or amend the Indenture;

(f) waive a default in the payment of principal of, premium, if any, or interest on the Notes(except a rescission of acceleration of the Notes by the Holders of a majority in aggregateprincipal amount of the Notes and a waiver of the Payment Default that resulted from suchacceleration);

(g) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guaranteeor JV Subsidiary Guarantee, as the case may be, except as provided in the Indenture;

(h) release any Collateral, except as provided in the Indenture, the Intercreditor Agreement andthe Security Documents;

(i) reduce the percentage or aggregate principal amount of outstanding Notes the consent ofwhose Holders is necessary for waiver of compliance with certain provisions of theIndenture or for waiver of certain defaults;

(j) amend, change or modify any Subsidiary Guarantee or any JV Subsidiary Guarantee in amanner that adversely affects the Holders;

(k) amend, change or modify any provision of the Intercreditor Agreement, any SecurityDocument or any provision of the Indenture relating to the Collateral, in a manner thatadversely affects the Holders, except in accordance with the other provisions of theIntercreditor Agreement, such Security Document or the Indenture;

(l) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with theExcess Proceeds from any Asset Sale or change the time or manner by which a Change ofControl Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from anyControl Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from anyAsset Sale, whether through an amendment or waiver of provisions in the covenants,definitions or otherwise;

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(m) consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any oftheir rights or obligations under the Indenture or the Subsidiary Guarantees, except aspermitted pursuant to the provisions described under “Consolidation, Merger and Sale ofAssets”;

(n) change the redemption date or the redemption price of the Notes from that stated under thecaption “Optional Redemption” or “Redemption for Taxation Reasons”;

(o) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or anyJV Subsidiary Guarantor to pay Additional Amounts; or

(p) amend, change or modify any provision of the Indenture or the related definition affectingthe ranking of the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee in amanner which adversely affects the Holders.

Unclaimed Money

Claims against the Company for the payment of principal of, premium, if any, or interest, on theNotes will become void unless presentation for payment is made as required in the Indenture within aperiod of six years.

No Personal Liability of Incorporators, Stockholders, Members, Officers, Directors or Employees

No recourse for the payment of the principal of, premium, if any, or interest on any of the Notesor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon anyobligation, covenant or agreement of the Company, any of the Subsidiary Guarantors or any of the JVSubsidiary Guarantors in the Indenture, or in any of the Notes, the Subsidiary Guarantees or the JVSubsidiary Guarantees, or because of the creation of any Indebtedness represented thereby, shall be hadagainst any incorporator, stockholder, member, officer, director, employee or controlling person of theCompany or any of the Subsidiary Guarantors or JV Subsidiary Guarantors, or of any successor Personthereof. Each Holder, by accepting the Notes, waives and releases all such liability. The waiver andrelease are part of the consideration for the issuance of the Notes, the Subsidiary Guarantees and the JVSubsidiary Guarantees. Such waiver may not be effective to waive liabilities under applicable law.

Concerning the Trustee, the Paying Agent and the Collateral Agent

DB Trustees (Hong Kong) Limited is to be appointed as Trustee under the Indenture and is actingas Collateral Agent with respect to the Collateral under the Security Documents and the IntercreditorAgreement. Deutsche Bank AG, Hong Kong Branch is to be appointed as registrar (the “Registrar”) andas the paying and transfer agent (the “Paying Agent”) with regard to the Notes. Except during thecontinuance of a Default, the Trustee will not be liable, except for the performance of such duties asare specifically set forth in the Indenture. If an Event of Default has occurred and is continuing, theTrustee will use the same degree of care and skill in its exercise of the rights and powers vested in itunder the Indenture as a prudent person would exercise under the circumstances in the conduct of suchperson’s own affairs.

The Indenture contains limitations on the rights of the Trustee, should it become a creditor of theCompany or any of the Subsidiary Guarantors, to obtain payment of claims in certain cases or to realizeon certain property received by it in respect of any such claims, as security or otherwise. The Trustee ispermitted to engage in other transactions with the Company and its Affiliates; provided, however, thatif it acquires any conflicting interest, it must eliminate such conflict or resign.

DB Trustees (Hong Kong) Limited is initially acting as Collateral Agent under the SecurityDocuments in respect of the Security over the Collateral. The Collateral Agent, acting in its capacity assuch, shall have such duties with respect to the Collateral pledged, assigned or granted pursuant to theSecurity Documents as are set forth in the Indenture and the Security Documents. Under certaincircumstances, the Collateral Agent may have obligations under the Security Documents that are inconflict with the interests of the Trustee, or the Holders. Neither the Trustee nor the Collateral Agentwill be under any obligation to exercise any rights or powers conferred under the Indenture or any of

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the Security Documents for the benefit of the Holders unless such Holders have offered to the Trusteeand/or the Collateral Agent, as the case may be, indemnity and/or security and/or prefundingsatisfactory to the Trustee and/or the Collateral Agent, as the case may be, against any loss, liability orexpense. Furthermore, each Holder, by accepting the Notes will agree, for the benefit of the Trustee andthe Collateral Agent, that it is solely responsible for its own independent appraisal of and investigationinto all risks arising under or in connection with the Security Documents and has not relied on and willnot at any time rely on the Trustee or the Collateral Agent in respect of such risks.

The Collateral Agent or the Trustee, as the case may be, shall not be responsible for theperformance by any other person appointed by the Company in relation to the Notes and, unlessnotified in writing to the contrary, shall assume that the same are being duly performed. The CollateralAgent or the Trustee, as the case may be, shall not be responsible for the value of the Collateral norhave any liability for the validity, sufficiency or enforceability thereof. The Collateral Agent or theTrustee, as the case may be, shall not be liable to any Holders or any other person for any action takenby the Holders or the Collateral Agent or the Trustee, as the case may be, in accordance with theinstructions of the Holders. The Collateral Agent or the Trustee, as the case may be, shall be entitled torely on any written direction of the Holders which has been duly given by the Holders of the requisiteprincipal amount of the Notes outstanding.

The Trustee shall not be deemed to have knowledge of any event unless it has been actuallynotified of such event or have actual knowledge thereof.

Book-Entry; Delivery and Form

The Notes will be represented by a global note in registered form without interest couponsattached (the “Global Note”). On the Original Issue Date, the Global Note will be deposited with acommon depositary and registered in the name of the common depositary or its nominee for theaccounts of Euroclear and Clearstream. Any Additional Notes will be represented by additional GlobalNotes (the “Additional Global Notes” and, together with the Global Note, the “Global Notes”).

Global Notes

Ownership of beneficial interests in the Global Notes (the “book-entry interests”) will be limitedto persons that have accounts with Euroclear and/or Clearstream or persons that may hold intereststhrough such participants. Book-entry interests will be shown on, and transfers thereof will be effectedonly through, records maintained in book-entry form by Euroclear and Clearstream and theirparticipants.

Except as set forth below under “– Individual Definitive Notes”, the book-entry interests will notbe held in definitive form. Instead, Euroclear and/or Clearstream will credit on their respectivebook-entry registration and transfer systems a participant’s account with the interest beneficially ownedby such participant. The laws of some jurisdictions may require that certain purchasers of securitiestake physical delivery of such securities in definitive form. The foregoing limitations may impair theability to own, transfer or pledge book-entry interests.

So long as the Notes are held in global form, the common depositary for Euroclear and/orClearstream (or its nominee) will be considered the sole holder of the Global Notes for all purposesunder the Indenture and “holders” of book-entry interests will not be considered the owners or“Holders” of Notes for any purpose. As such, participants must rely on the procedures of Euroclear andClearstream and indirect participants must rely on the procedures of the participants through which theyown book-entry interests in order to transfer their interests in the Notes or to exercise any rights ofHolders under the Indenture.

None of the Company, the Subsidiary Guarantors or the JV Subsidiary Guarantors or the Trusteeor any of their respective agents will have any responsibility or be liable for any aspect of the recordsrelating to the book-entry interests. The Notes are not issuable in bearer form.

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Payments on the Global Notes

Payments of any amounts owing in respect of the Global Notes (including principal, premium,interest and Additional Amounts) will be made to the Paying Agent. The Paying Agent will, in turn,make such payments to the common depositary for Euroclear and Clearstream, which will distributesuch payments to participants in accordance with their procedures. The Company will make paymentsof all such amounts without deduction or withholding for, or on account of, any present or future taxes,duties, assessments or governmental charges of whatever nature, except as may be required by law andas described under “– Additional Amounts”.

Under the terms of the Indenture, the Company and the Trustee will treat the registered holder ofthe Global Notes (i.e., the common depositary or its nominee) as the owner thereof for the purpose ofreceiving payments and for all other purposes. Consequently, none of the Company, the SubsidiaryGuarantors, the JV Subsidiary Guarantors, the Trustee or any of their respective agents has or will haveany responsibility or liability for:

� any aspect of the records of Euroclear, Clearstream or any participant or indirect participantrelating to or payments made on account of a book-entry interest, for any such paymentsmade by Euroclear, Clearstream or any participant or indirect participants, or formaintaining, supervising or reviewing any of the records of Euroclear, Clearstream or anyparticipant or indirect participant relating to or payments made on account of a book-entryinterest; or

� any action or failure to take action by Euroclear, Clearstream or any participant or indirectparticipant.

Payments by participants to owners of book-entry interests held through participants are theresponsibility of such participants.

Redemption of Global Notes

In the event any Global Note, or any portion thereof, is redeemed, the common depositary willdistribute the amount received by it in respect of the Global Note so redeemed to Euroclear and/orClearstream, as applicable, who will distribute such amount to the holders of the book-entry interests insuch Global Note. The redemption price payable in connection with the redemption of such book-entryinterests will be equal to the amount received by the common depositary, Euroclear or Clearstream, asapplicable, in connection with the redemption of such Global Note (or any portion thereof). TheCompany understands that under existing practices of Euroclear and Clearstream, if fewer than all ofthe Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respectiveparticipants’ accounts on a proportionate basis (with adjustments to prevent fractions) or on such otherbasis as they deem fair and appropriate; provided, however, that no book-entry interest of US$200,000principal amount, or less, as the case may be, will be redeemed in part.

Action by Owners of Book-Entry Interests

Euroclear and Clearstream have advised that they will take any action permitted to be taken by aHolder of Notes only at the direction of one or more participants to whose account the book-entryinterests in the Global Note are credited and only in respect of such portion of the aggregate principalamount of Notes as to which such participant or participants has or have given such direction.Euroclear and Clearstream will not exercise any discretion in the granting of consents or waivers or thetaking of any other action in respect of the Global Note.

Transfers

Transfers between participants in Euroclear and Clearstream will be effected in accordance withEuroclear’s and Clearstream’s rules and will be settled in immediately available funds. If a Holderrequires physical delivery of individual definitive notes for any reason, including to sell the Notes to

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persons in jurisdictions which require physical delivery of such securities or to pledge such securities,such Holder must transfer its interest in the Global Note in accordance with the normal procedures ofEuroclear and Clearstream and in accordance with the provisions of the Indenture.

Any book-entry interest in a Global Note that is transferred to a person who takes delivery in theform of a book-entry interest in another Global Note will, upon transfer, cease to be a book-entryinterest in the first-mentioned Global Note and become a book-entry interest in the other Global Noteand, accordingly, will thereafter be subject to all transfer restrictions, if any, and other proceduresapplicable to book-entry interests in such other Global Note for as long as it retains such a book-entryinterest.

Global Clearance and Settlement Under the Book-Entry System

Book-entry interests owned through Euroclear or Clearstream accounts will follow the settlementprocedures applicable. Book-entry interests will be credited to the securities custody accounts ofEuroclear and Clearstream holders on the business day following the settlement date against paymentfor value on the settlement date.

The book-entry interests will trade through participants of Euroclear or Clearstream, and willsettle in same-day funds. Since the purchaser determines the place of delivery, it is important toestablish at the time of trading of any book-entry interests where both the purchaser’s and seller’saccounts are located to ensure that settlement can be made on the desired value date.

Information Concerning Euroclear and Clearstream

We understand as follows with respect to Euroclear and Clearstream:

Euroclear and Clearstream hold securities for participating organizations and facilitate theclearance and settlement of securities transactions between their respective participants throughelectronic book-entry changes in accounts of such participants. Euroclear and Clearstream provide totheir participants, among other things, services for safekeeping, administration, clearance and settlementof internationally traded securities and securities lending and borrowing. Euroclear and Clearstreaminterface with domestic securities markets. Euroclear and Clearstream participants are financialinstitutions, such as underwriters, securities brokers and dealers, banks and trust companies, and certainother organizations. Indirect access to Euroclear or Clearstream is also available to others such asbanks, brokers, dealers and trust companies that clear through or maintain a custodian relationship witha Euroclear or Clearstream participant, either directly or indirectly.

Although the foregoing sets out the procedures of Euroclear and Clearstream in order to facilitatethe original issue and subsequent transfers of interests in the Notes among participants of Euroclear andClearstream, neither Euroclear nor Clearstream is under any obligation to perform or continue toperform such procedures, and such procedures may be discontinued at any time.

None of the Company, the Trustee or any of their respective agents will have responsibility forthe performance of Euroclear or Clearstream or their respective participants of their respectiveobligations under the rules and procedures governing their operations, including, without limitation,rules and procedures relating to book-entry interests.

Individual Definitive Notes

If (1) the common depositary or any successor to the common depositary is at any time unwillingor unable to continue as a depositary for the reasons described in the Indenture and a successordepositary is not appointed within 90 days, (2) either Euroclear or Clearstream, or a successor clearingsystem is closed for business for a continuous period of 14 days (other than by reason of holidays,statutory or otherwise) or announces an intention to permanently cease business or does in fact do so,or (3) any of the Notes has become immediately due and payable in accordance with “– Events ofDefault” and the Company has received a written request from a Holder, the Company will issueindividual definitive notes in registered form in exchange for the Global Notes. Upon receipt of suchnotice from the common depositary or the Trustee, as the case may be, the Company will use its best

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efforts to make arrangements with the common depositary for the exchange of interests in the GlobalNotes for individual definitive notes and cause the requested individual definitive notes to be executedand delivered to the Registrar in sufficient quantities and authenticated by the Registrar for delivery toHolders. Persons exchanging interests in a Global Note for individual definitive notes will be requiredto provide the Registrar, through the relevant clearing system, with written instruction and otherinformation required by the Company and the Registrar to complete, execute and deliver suchindividual definitive notes. In all cases, individual definitive notes delivered in exchange for any GlobalNote or beneficial interests therein will be registered in the names, and issued in any approveddenominations, requested by the relevant clearing system.

Individual definitive notes will not be eligible for clearing and settlement through Euroclear orClearstream.

Notices

All notices or demands required or permitted by the terms of the Notes or the Indenture to begiven to or by the Holders are required to be in writing and may be given or served by being sent byprepaid courier or by being deposited, first-class postage prepaid, in the mails (if intended for theCompany or any Subsidiary Guarantor or the Trustee) addressed to the Company, such SubsidiaryGuarantor or the Trustee, as the case may be, at the corporate trust office of the Trustee, and (ifintended for any Holder) addressed to such Holder at such Holder’s last address as it appears in theNote register.

Any such notice or demand will be deemed to have been sufficiently given or served when so sentor deposited and, if to the Holders, when delivered in accordance with the applicable rules andprocedures of Euroclear or Clearstream. Any such notice shall be deemed to have been delivered on theday such notice is delivered to Euroclear or Clearstream or, if by mail, when so sent or deposited.

Consent to Jurisdiction; Service of Process

The Company and each of the Subsidiary Guarantors will irrevocably (i) submit to thenon-exclusive jurisdiction of any U.S. Federal or New York State court located in the Borough ofManhattan, The City of New York in connection with any suit, action or proceeding arising out of, orrelating to, the Notes, any Subsidiary Guarantee, any JV Subsidiary Guarantee, the Indenture or anytransaction contemplated thereby; and (ii) designate and appoint Law Debenture Corporate Services Inc.for receipt of service of process in any such suit, action or proceeding.

Governing Law

Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and the Indentureprovides that such instrument will be governed by, and construed in accordance with, the laws of theState of New York.

Definitions

Set forth below are defined terms used in the covenants and other provisions of the Indenture.Reference is made to the Indenture for other capitalized terms used in this “Description of the Notes”for which no definition is provided.

“2017 (September) Notes” means 5.375% senior notes due 2022 issued by the Company.

“2018 (May) Notes” means 7.50% senior notes due 2021 issued by the Company.

“2018 (September) SGD Notes” means 7.15% Singapore dollars denominated senior notes due2021 issued by the Company.

“2018 (September) USD Notes” means 7.95% U.S. dollars denominated senior notes due 2021issued by the Company.

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“2019 (January) USD Notes” means 8.50% U.S. dollars denominated senior notes due 2022 issuedby the Company.

“2019 (February) USD Notes” means the 7.95% U.S. dollars denominated senior notes due 2023issued by the Company.

“2019 (June) USD Notes” means the 7.35% U.S. dollars denominated senior notes due 2023issued by the Company.

“2020 (February) USD Notes” means the 4.8% U.S. dollars denominated senior notes due 2021issued by the Company.

“2020 (July) USD Notes” means the 6.35% U.S. dollars denominated senior notes due 2024 issuedby the Company.

“2020 (September) USD Notes” means the 6.20% U.S. dollars denominated senior notes due 2026issued by the Company.

“Acquired Indebtedness” means Indebtedness of a Person existing at the time such Personbecomes a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection withan Asset Acquisition by such Restricted Subsidiary whether or not Incurred in connection with, or incontemplation of, the Person merging with or into or becoming a Restricted Subsidiary.

“Adjusted Treasury Rate” means, with respect to any redemption date, (i) the yield, under theheading which represents the average for immediately preceding week, appearing in the most recentlypublished statistical release designated “H.15(519)” or any successor publication which is publishedweekly by the Board of Governors of the Federal Reserve System and which establishes yields onactively traded United States Treasury securities adjusted to constant maturity under the caption“Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if nomaturity is within three (3) months before or after , , yields for the two publishedmaturities most closely corresponding to the Comparable Treasury Issue shall be determined and theAdjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis,rounding to the nearest month) or (ii) if such release (or any successor release) is not published duringthe week preceding the calculation date or does not contain such yields, the rate per year equal to thesemi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for theComparable Treasury Issue (expressed as a percentage of its principal amount) equal to the ComparableTreasury Price for such redemption date, in each case calculated on the third Business Day immediatelypreceding the redemption date.

“Affiliate” means, with respect to any Person, any other Person, whether now or in the future, asof the date on which, or at any time during the period for which, the determination of affiliation isbeing made (i) directly or indirectly controlling, controlled by, or under direct or indirect commoncontrol with, such Person, (ii) who is a director or officer of such Person or any Subsidiary of suchPerson or of any Person referred to in clause (i) of this definition or (iii) who is a spouse or any personcohabiting as a spouse, child or step-child, parent or step-parent, brother, sister, step-brother orstep-sister, parent-in-law, grandchild, grandparent, uncle, aunt, nephew or niece of a Person described inclause (i) or (ii). For purposes of this definition, “control” (including, with correlative meanings, theterms “controlling”, “controlled by” and “under common control with”), as applied to any Person,means the possession, directly or indirectly, of the power to direct or cause the direction of themanagement and policies of such Person, whether through the ownership of voting securities, bycontract or otherwise.

“Applicable Premium” means, with respect to a Note at any redemption date, the greater of (i)1.00% of the principal amount of such Note and (ii) the excess of (A) the present value at suchredemption date of (x) the redemption price of such Note on , (such redemption pricebeing set forth in the section entitled “– Optional Redemption” exclusive of any accrued interest), plus(y) all required remaining scheduled interest payments due on such Note through , (butexcluding accrued and unpaid interest to the redemption date) computed using a discount rate equal tothe

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Adjusted Treasury Rate plus 100 basis points over (B) the principal amount of such Note on suchredemption date. The Applicable Premium shall be calculated by the Company and notified in writingto the Trustee and the Paying Agent.

“Associate” means any corporation, association or other business entity of which at least 20.0% ofthe Capital Stock and Voting Stock is, or upon the making of an Investment, will be owned, directly orindirectly, by the Company or any Restricted Subsidiary.

“Asset Acquisition” means (1) an investment by the Company or any Restricted Subsidiary in anyother Person pursuant to which such Person shall become a Restricted Subsidiary or shall be mergedinto or consolidated with the Company or any Restricted Subsidiary, or (2) an acquisition by theCompany or any Restricted Subsidiary of the property and assets of any Person other than the Companyor any Restricted Subsidiary that constitute substantially all of a division or line of business of suchPerson.

“Asset Disposition” means the sale or other disposition by the Company or any RestrictedSubsidiary (other than to the Company or another Restricted Subsidiary) of (1) all or substantially all ofthe Capital Stock of any Restricted Subsidiary or (2) all or substantially all of the assets that constitutea division or line of business of the Company or any Restricted Subsidiary.

“Asset Sale” means any sale, transfer or other disposition (including by way of merger,consolidation or Sale and Leaseback Transaction) in one transaction or a series of related transactionsby the Company or any Restricted Subsidiary to any Person other than the Company or any RestrictedSubsidiary of any of its property or assets (including any sale of Capital Stock of a Subsidiary orissuance of Capital Stock of a Restricted Subsidiary), in each case that is not governed by the covenantunder the caption “– Consolidation, Merger and Sale of Assets”; provided that “Asset Sale” shall notinclude:

(a) sales, transfers or other dispositions of inventory, receivables and other current assets(including properties under development for sale and completed properties for sale) in theordinary course of business;

(b) sales, transfers or other dispositions of assets constituting a Permitted Investment orRestricted Payment permitted to be made under the “– Limitation on Restricted Payments”covenant;

(c) sales, transfers or other dispositions of assets with a Fair Market Value not in excess ofUS$1.0 million (or the Dollar Equivalent thereof) in any transaction or series of relatedtransactions;

(d) any sale, transfer, assignment or other disposition of any property or equipment that hasbecome damaged, worn out, obsolete or otherwise unsuitable for use in connection with thebusiness of the Company or its Restricted Subsidiaries;

(e) any transfer, assignment or other disposition deemed to occur in connection with creating orgranting any Permitted Lien;

(f) sales or other dispositions of cash or Temporary Cash Investments; or

(g) any issuance, sale or distribution of Capital Stock in, or any Indebtedness or other securitiesof, any Unrestricted Subsidiary.

“Attributable Indebtedness” means, in respect of a Sale and Leaseback Transaction, at the time ofdetermination, the present value, discounted at the interest rate implicit in such Sale and LeasebackTransaction, of the total obligations of the lessee for rental payments during the remaining term of thelease in such Sale and Leaseback Transaction.

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“Average Life” means, at any date of determination with respect to any Indebtedness, the quotientobtained by dividing (1) the sum of the products of (a) the number of years from such date ofdetermination to the dates of each successive scheduled principal payment of such Indebtedness and (b)the amount of such principal payment by (2) the sum of all such principal payments.

“Bank Deposit Secured Indebtedness” means Indebtedness of the Company or any RestrictedSubsidiary that is (i) secured by cash deposits or bank accounts or other assets of the Company or aRestricted Subsidiary and/or (ii) Guaranteed by a Guarantee, letter of credit or similar instruments fromor arranged by the Company or a Restricted Subsidiary and is used by the Company and its RestrictedSubsidiaries to in effect exchange currency or remit money onshore or offshore.

“Board of Directors” means the board of directors elected or appointed by the stockholders of theCompany to manage the business of the Company or any committee of such board duly authorized totake the action purported to be taken by such committee.

“Board Resolution” means any resolution of the Board of Directors taking an action which it isauthorized to take and adopted at a meeting duly called and held at which a quorum of disinterestedmembers (if so required) was present and acting throughout or adopted by written resolution executedby every member of the Board of Directors.

“Business Day” means any day which is not a Saturday, Sunday, legal holiday or other day onwhich banking institutions in The City of New York or Hong Kong (or in any other place in whichpayments on the Notes are to be made) are authorized by law or governmental regulation to close.

“Capitalized Lease” means, with respect to any Person, any lease of any property (whether real,personal or mixed) which, in conformity with GAAP, is required to be capitalized on the balance sheetof such Person.

“Capitalized Lease Obligations” means the discounted present value of the rental obligationsunder a Capitalized Lease.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations orother equivalents (however designated, whether voting or non-voting) in equity of such Person, whetheroutstanding on the Original Issue Date or issued thereafter, including, without limitation, all CommonStock and Preferred Stock, but excluding debt securities convertible into such equity.

“Change of Control” means the occurrence of one or more of the following events:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way ofmerger or consolidation), in one or a series of related transactions, of all or substantially allof the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole,to any “person” (within the meaning of Section 13(d) of the Exchange Act), other than oneor more Permitted Holders;

(2) the Company consolidates or amalgamates with, or merges with or into, any Person (otherthan one or more Permitted Holders), or any Person consolidates with, or merges with orinto, the Company, in any such event pursuant to a transaction in which any of theoutstanding Voting Stock of the Company or such other Person is converted into orexchanged for cash, securities or other property, other than any such transaction where theVoting Stock of the Company outstanding immediately prior to such transaction is convertedinto or exchanged for (or continues as) Voting Stock (other than Disqualified Stock) of thesurviving or transferee Person constituting a majority of the outstanding shares of VotingStock of such surviving or transferee Person (immediately after giving effect to suchissuance) and in substantially the same proportion as before the transaction;

(3) the Permitted Holders are the beneficial owners of less than 30% of the total voting powerof the Voting Stock of the Company;

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(4) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of theExchange Act) is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 ofthe Exchange Act), directly or indirectly, of total voting power of the Voting Stock of theCompany greater than such total voting power held beneficially by the Permitted Holders;

(5) individuals who on the Original Issue Date constituted the Board of Directors (together withany new directors whose election by the Board of Directors was approved by a vote of atleast two thirds of the members of the Board of Directors then in office who were membersof the Board of Directors on the Original Issue Date or whose election was previously soapproved) cease for any reason to constitute a majority of the members of the Board ofDirectors then in office; or

(6) the adoption of a plan relating to the liquidation or dissolution of the Company.

“Change of Control Triggering Event” means the occurrence of a Change of Control and a RatingDecline.

“Clearstream” means Clearstream Banking S.A.

“Collateral” means all collateral securing, or purported to be securing, directly or indirectly, theobligations of the Company and the Subsidiary Guarantors under the Notes, the Indenture and theSubsidiary Guarantees pursuant to the Security Documents, and shall initially consist of the CapitalStock of the Subsidiary Guarantors (other than Gold Lucky).

“Commodity Hedging Agreement” means any spot, forward or option commodity price protectionagreements or other similar agreement or arrangement designed to protect against fluctuations incommodity prices.

“Common Stock” means, with respect to any Person, any and all shares, interests or otherparticipations in, and other equivalents (however designated and whether voting or non-voting) of suchPerson’s common stock or ordinary shares, whether or not outstanding at the Original Issue Date, andincludes, without limitation, all series and classes of such common stock or ordinary shares.

“Comparable Treasury Issue” means the U.S. Treasury security having a maturity comparable to, that would be utilized, at the time of selection and in accordance with customary

financial practice, in pricing new issues of corporate debt securities of comparable maturity to ,.

“Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of theAdjusted Treasury Rate is applicable, the average of three (or such lesser number as is received by theTrustee) Reference Treasury Dealer Quotations for such redemption date.

“Consolidated Assets” means, with respect to any Restricted Subsidiary at any date ofdetermination, the Company and its Restricted Subsidiaries’ proportionate interest in the totalconsolidated assets of that Restricted Subsidiary and its Restricted Subsidiaries measured in accordancewith GAAP as of the last day of the most recent fiscal quarter period for which consolidated financialstatements of the Company and its Restricted Subsidiaries (which the Company shall use its best effortsto compile on a timely manner) are available (which may be internal consolidated financial statements).

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, tothe extent such amount was deducted in calculating such Consolidated Net Income:

(1) Consolidated Interest Expense;

(2) income taxes (other than income taxes attributable to extraordinary and non-recurring gains(or losses) or sales of assets not included in the calculation of Consolidated Net Income);and

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(3) depreciation expense, amortization expense and all other non-cash items reducingConsolidated Net Income (other than non-cash items in a period which reflect cash expensespaid or to be paid in another period and other than losses on Investment Properties arisingfrom fair value adjustments made in conformity with GAAP), less all non-cash itemsincreasing Consolidated Net Income, (other than accrual of revenue in the ordinary course ofbusiness, and other than gains on Investment Properties arising from fair value adjustmentsmade in conformity with GAAP),

all as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformitywith GAAP, provided that (i) if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary,Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP)by an amount equal to (A) the amount of the Consolidated Net Income attributable to such RestrictedSubsidiary multiplied by (B) the percentage ownership interest in the income of such RestrictedSubsidiary not owned on the last day of such period by the Company or any Restricted Subsidiary and(ii) in the case of any PRC CJV (consolidated in accordance with GAAP), Consolidated EBITDA shallbe reduced (to the extent not already reduced in accordance with GAAP) by any payments, distributionsor amounts (including the Fair Market Value of any non-cash payments, distributions or amounts)required to be made or paid by such PRC CJV to the PRC CJV Partner, or to which the PRC CJVPartner otherwise has a right or is entitled, pursuant to the joint venture agreement governing such PRCCJV.

“Consolidated Fixed Charges” means, for any period, the sum (without duplication) of (i)Consolidated Interest Expense for such period and (ii) all cash and non-cash dividends paid, declared,accrued or accumulated during such period on any Disqualified Stock or Preferred Stock of theCompany or any Restricted Subsidiary held by Persons other than the Company or any Wholly OwnedRestricted Subsidiary, except for dividends payable in the Company’s Capital Stock (other thanDisqualified Stock) or paid to the Company or a Wholly Owned Restricted Subsidiary.

“Consolidated Interest Expense” means, for any period, the amount that would be included ingross interest expense on a consolidated income statement prepared in accordance with GAAP for suchperiod of the Company and its Restricted Subsidiaries, plus, to the extent not included in such grossinterest expense, and to the extent incurred, accrued or payable during such period by the Company andits Restricted Subsidiaries, without duplication:

(1) interest expense attributable to Capitalized Lease Obligations;

(2) amortization of debt issuance costs and original issue discount expense and non-cash interestpayments in respect of any Indebtedness;

(3) the interest portion of any deferred payment obligation;

(4) all commissions, discounts and other fees and charges with respect to letters of credit orsimilar instruments issued for financing purposes or in respect of any Indebtedness;

(5) the net costs associated with Hedging Obligations (including the amortization of fees);

(6) interest accruing on Indebtedness of any other Person (other than the Company or anyRestricted Subsidiary) to the extent Guaranteed by or secured by a Lien on assets of theCompany or any Restricted Subsidiary (other than Pre-Registration Mortgage Guarantees) tothe extent that such interest has become payable by the Company or any RestrictedSubsidiary; provided that, in the case of Indebtedness secured by a Lien on assets, theamount of such Indebtedness will be the lesser of (a) the fair market value of such assets atsuch date of determination and (b) the amount of such Indebtedness of such other Person;and

(7) any capitalized interest, provided that interest expense attributable to interest on anyIndebtedness bearing a floating interest rate will be computed on a pro forma basis as if therate in effect on the date of determination had been the applicable rate for the entire relevantperiod,

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in each case, minus interest income for such period.

“Consolidated Net Income” means, with respect to any specified Person for any period, theaggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period, on aconsolidated basis, determined in conformity with GAAP; provided that the following items shall beexcluded in computing Consolidated Net Income (without duplication):

(1) the net income (or loss) of any Person that is not a Restricted Subsidiary or that isaccounted for by the equity method of accounting except that:

(a) subject to the exclusion contained in clause (5) below, the Company’s equity in the netincome of any such Person for such period shall be included in such Consolidated NetIncome up to the aggregate amount of cash actually distributed by such Person duringsuch period to the Company or a Restricted Subsidiary as a dividend or otherdistribution (subject, in the case of a dividend or other distribution paid to a RestrictedSubsidiary, to the limitations contained in clause (3) below); and

(b) the Company’s equity in a net loss of any such Person for such period shall beincluded in determining such Consolidated Net Income to the extent funded with cashor other assets of the Company or Restricted Subsidiaries;

(2) the net income (or loss) of any Person accrued prior to the date it becomes a RestrictedSubsidiary or is merged into or consolidated with the Company or any Restricted Subsidiaryor all or substantially all of the property and assets of such Person are acquired by theCompany or any Restricted Subsidiary;

(3) the net income (but not loss) of any Restricted Subsidiary to the extent that the declarationor payment of dividends or similar distributions by such Restricted Subsidiary of such netincome is not at the time permitted by the operation of the terms of its charter, articles ofassociation or other similar constitutive documents, or any agreement, instrument, judgment,decree, order, statute, rule or governmental regulation applicable to such RestrictedSubsidiary;

(4) the cumulative effect of a change in accounting principles;

(5) any net after-tax gains realized on the sale or other disposition of (A) any property or assetsof the Company or any Restricted Subsidiary which is not sold in the ordinary course of itsbusiness or (B) any Capital Stock of any Person (including any gains by the Companyrealized on sales of Capital Stock of the Company or any Restricted Subsidiary);

(6) any translation gains and losses due solely to fluctuations in currency values and related taxeffects; and

(7) any net after-tax extraordinary or non-recurring gains

provided that (A) solely for purposes of calculating Consolidated EBITDA and the Fixed ChargeCoverage Ratio, any net after tax gains derived from direct or indirect sale by the Company or anyRestricted Subsidiary of (i) Capital Stock of a Restricted Subsidiary primarily engaged in the holding ofInvestment Property or (ii) an interest in any Investment Property arising from the difference betweenthe current book value and the cash sale price shall be added to Consolidated Net Income; (B) forpurposes of the Consolidated Net Income calculation (but not for purposes of calculating ConsolidatedEBITDA and the Fixed Charge Coverage Ratio) any net after tax gains derived from direct or indirectsale by the Company or any Restricted Subsidiary of (i) Capital Stock of a Restricted Subsidiaryprimarily engaged in the holding of Investment Property or (ii) an interest in any Investment Propertyarising from the difference between the original cost basis and the cash sale price shall be added toConsolidated Net Income to the extent not already included in the net income for such period asdetermined in conformity with GAAP and Consolidated Net Income; and (C) solely for the purposes of

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calculating Consolidated EBITDA and the Fixed Charge Coverage Ratio, any net after tax gains onInvestment Properties arising from fair value adjustments made in conformity with GAAP shall beadded to Consolidated Net Income.

Notwithstanding anything in this definition to the contrary, any net after-tax gains realized by theCompany from its sale of the Capital Stock of Century Profit Zone Investments Limited on October 31,2012 shall be included in the calculation of the Consolidated Net Income during all relevant periods, ineach case in conformity with GAAP.

“Consolidated Net Worth” means, at any date of determination, stockholders’ equity as set forthon the most recently available quarterly, semi-annual or annual consolidated financial statements (whichmay be internal consolidated financial statements) of the Company prepared in accordance with GAAP(which the Company shall use its reasonable best efforts to compile in a timely manner), plus, to theextent not included, any Preferred Stock of the Company, less any amounts attributable to DisqualifiedStock or any equity security convertible into or exchangeable for Indebtedness, the cost of treasurystock and the principal amount of any promissory notes receivable from the sale of the Capital Stock ofthe Company or any Restricted Subsidiary, each item to be determined in conformity with GAAP.

“Contractor Guarantees” means Guarantees by the Company or any Restricted Subsidiary ofIndebtedness of any contractor, builder or other similar Person engaged by the Company or suchRestricted Subsidiary in connection with the development, construction or improvement of real orpersonal property or equipment to be used in a Permitted Business by the Company or any RestrictedSubsidiary in the ordinary course of business, which Indebtedness was Incurred by such contractor,builder or other similar Person to finance the cost of such development, construction or improvement.

“Credit Facilities” means one or more debt facilities or commercial paper facilities or indenturesor trust deeds or note purchase agreements or Capitalized Lease Obligations or other indebtedness, ineach case, with banks or other lenders, institutions or investors providing for revolving credit loans,term loans, letters of credit, bonds, notes, debentures or other corporate debt instruments or otherfinancing including, without limitation, Indebtedness Incurred by the Company or any RestrictedSubsidiary constituting a guarantee of Indebtedness of, or securing the Indebtedness of, any Person(other than the Company or a Restricted Subsidiary) by the Company or such Restricted Subsidiary, ineach case, including all agreements, instruments and documents executed and delivered pursuant to orin connection with any of the foregoing, including but not limited to, any notes and letters of creditissued pursuant thereto and any guarantee and collateral agreement, patent and trademark securityagreement, mortgages or letter of credit applications and other guarantees, pledge agreements, securityagreements and collateral documents, in each case as the same may be amended, supplemented, waivedor otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed,repaid, increased or extended from time to time (whether in whole or in part, whether with the originalbanks, lenders, institutions or investors or other banks, lenders, institutions or investors or otherwise,and whether provided under any original Credit Facility or one or more other credit agreements,indentures, financing agreements or other Credit Facilities or otherwise). Without limiting the generalityof the foregoing, the term “Credit Facility” shall include any agreement (1) changing the maturity ofany Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries as additionalborrowers or guarantors thereunder, (3) increasing the amount of Indebtedness Incurred thereunder oravailable to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.

“Currency Agreement” means any foreign exchange forward contract, currency swap agreement orother similar agreement or arrangement designed to protect against fluctuations in foreign exchangerates.

“Default” means any event that is, or after notice or passage of time or both would be, an Eventof Default.

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms orotherwise is (1) required to be redeemed prior to the date that is 183 days after the Stated Maturity ofthe Notes, (2) redeemable at the option of the holder of such class or series of Capital Stock at anytime prior to the date that is 183 days after the Stated Maturity of the Notes or (3) convertible into orexchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a

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scheduled maturity prior to the Stated Maturity of the Notes; provided that any Capital Stock thatwould not constitute Disqualified Stock but for provisions thereof giving holders thereof the right torequire such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale”or “change of control” occurring prior to the Stated Maturity of the Notes shall not constituteDisqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stockare no more favorable to the holders of such Capital Stock than the provisions contained in “– CertainCovenants – Limitation on Asset Sales” and “Repurchase of Notes” covenants and such Capital Stockspecifically provides that such Person will not repurchase or redeem any such stock pursuant to suchprovision prior to the Company’s repurchase of the Notes as are required to be repurchased pursuant tothe “– Certain Covenants – Limitation on Asset Sales” and “Repurchase of Notes” covenants.

“Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S.dollars, at any time for the determination thereof, the amount of U.S. dollars obtained by convertingsuch foreign currency involved in such computation into U.S. dollars at the base rate for the purchaseof U.S. dollars with the applicable foreign currency as quoted by the Federal Reserve Bank of NewYork on the date of determination.

“Entrusted Loans” means borrowings by a Non-Guarantor Subsidiary from the Company oranother Restricted Subsidiary (whether directly or through or facilitated by a bank or other financialinstitution), provided that such borrowings are not reflected on the consolidated balance sheet of theCompany.

“Equity Offering” means (i) any bona fide underwritten primary public offering or privateplacement of Common Stock of the Company after the Original Issue Date or (ii) any bona fideunderwritten secondary public offering or secondary private placement of Common Stock of theCompany beneficially owned by a Permitted Holder, after the Original Issue Date, to the extent that aPermitted Holder or a company controlled by a Permitted Holder concurrently with such public offeringor private placement purchases in cash an equal amount of Common Stock from the Company at thesame price as the public offering or private placing price, in each case under clause (i) or (ii), providedsuch public offering or private placement is to any Person other than a Restricted Subsidiary orPermitted Holder; provided that any offering or placing referred to in (A) clause (i), (B) clause (ii) or(C) a combination of clauses (i) and (ii) results in the aggregate gross cash proceeds received by theCompany being no less than US$20.0 million (or the Dollar Equivalent thereof).

“Euroclear” means Euroclear Bank SA/NV.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Exempted Subsidiary” means (i) any Restricted Subsidiary organized in any jurisdiction otherthan the PRC that is prohibited by applicable law or regulation to provide a Subsidiary Guarantee or aJV Subsidiary Guarantee or create any Lien over its Capital Stock to secure any of the securedobligations subject to the Intercreditor Agreement; provided that (x) the Company shall have failed,upon using commercially reasonable efforts, to obtain any required governmental or regulatory approvalor registration with respect to such Subsidiary Guarantee, JV Subsidiary Guarantee or Lien over itsCapital Stock, to the extent that such approval or registration is available under any applicable law orregulation and (y) such Restricted Subsidiary shall cease to be an Exempted Subsidiary immediatelyupon such prohibition ceasing to be in force or apply to such Restricted Subsidiary or upon theCompany having obtained such applicable approval or registration and (ii) any Restricted Subsidiary ofwhich no more than 80.0% of the Voting Stock of such Restricted Subsidiary is, directly or indirectly,beneficially owned by the Company, and is designated as an Exempted Subsidiary by the Company.

“Existing Creditors” means the holders of the Existing Indebtedness and other existing PermittedPari Passu Secured Indebtedness.

“Existing Indebtedness” means the indebtedness under the HSB (2018) Facility Agreement, theHSB (2020) Facility Agreement, the NCB Facility Agreement, the 2017 (September) Notes, the 2018(May) Notes, the 2018 (September) USD Notes, the 2018 (September) SGD Notes, the 2019 (January)USD Notes, the 2019 (February) USD Notes, the 2019 (June) USD Notes, the 2020 (February) USDNotes, the 2020 (July) USD Notes and the 2020 (September) USD Notes.

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“Fair Market Value” means the price that would be paid in an arm’s-length transaction between aninformed and willing seller under no compulsion to sell and an informed and willing buyer under nocompulsion to buy, as determined in good faith by the Board of Directors, whose determination shall beconclusive if evidenced by a Board Resolution, except in the case of a determination of Fair MarketValue of total assets for the purposes of determining a JV Entitlement Amount, in which case suchprice shall be determined by an accounting, appraisal or investment banking firm of recognizedstanding appointed by the Company.

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.

“Fixed Charge Coverage Ratio” means, on any Transaction Date, the ratio of (1) the aggregateamount of Consolidated EBITDA for the then most recent four fiscal quarter periods prior to suchTransaction Date for which consolidated financial statements of the Company (which the Companyshall use its reasonable best efforts to compile in a timely manner) are available (which may be internalconsolidated financial statements) (the “Four Quarter Period”) to (2) the aggregate Consolidated FixedCharges during such Four Quarter Period. In making the foregoing calculation:

(A) pro forma effect shall be given to any Indebtedness or Preferred Stock Incurred, repaid orredeemed during the period (the “Reference Period”) commencing on and including the firstday of the Four Quarter Period and ending on and including the Transaction Date (other thanIndebtedness Incurred or repaid under a revolving credit or similar arrangement (or underany predecessor revolving credit or similar arrangement) in effect on the last day of suchFour Quarter Period), in each case as if such Indebtedness or Preferred Stock had beenIncurred, repaid or redeemed on the first day of such Reference Period; provided that, in theevent of any such repayment or redemption, Consolidated EBITDA for such Four QuarterPeriod shall not include any interest income actually earned during such Four Quarter Periodin respect of the funds used to repay or redeem such Indebtedness or Preferred Stock;

(B) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existingor being Incurred) computed on a pro forma basis and bearing a floating interest rate shallbe computed as if the rate in effect on the Transaction Date (taking into account any InterestRate Agreement applicable to such Indebtedness if such Interest Rate Agreement has aremaining term in excess of 12 months or, if shorter, at least equal to the remaining term ofsuch Indebtedness) had been the applicable rate for the entire period;

(C) pro forma effect shall be given to the creation, designation or redesignation of RestrictedSubsidiaries and Unrestricted Subsidiaries as if such creation, designation or redesignationhad occurred on the first day of such Reference Period;

(D) pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (includinggiving pro forma effect to the application of proceeds of any Asset Disposition) that occurduring such Reference Period as if they had occurred and such proceeds had been applied onthe first day of such Reference Period; and

(E) pro forma effect shall be given to asset dispositions and asset acquisitions (including givingpro forma effect to the application of proceeds of any asset disposition) that have been madeby any Person that has become a Restricted Subsidiary or has been merged with or into theCompany or any Restricted Subsidiary during such Reference Period and that would haveconstituted Asset Dispositions or Asset Acquisitions had such transactions occurred whensuch Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitionswere Asset Dispositions or Asset Acquisitions that occurred on the first day of suchReference Period;

provided that to the extent that clause (D) or (E) of this paragraph requires that pro forma effect begiven to an Asset Acquisition or Asset Disposition (or asset acquisition or asset disposition), such proforma calculation shall be based upon the four full fiscal quarter periods immediately preceding theTransaction Date of the Person, or division or line of business of the Person, that is acquired ordisposed for which financial information is available.

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“GAAP” means International Financial Reporting Standards, formulated by the InternationalAccounting Standards Board, as in effect from time to time. All ratios and computations contained orreferred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis.

“Gold Lucky” means Gold Lucky Limited, a company incorporated under the laws of Hong Kong.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectlyguaranteeing any Indebtedness or other obligation of any other Person and, without limiting thegenerality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtednessor other obligation of such other Person (whether arising by virtue of partnership arrangements, or byagreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintainfinancial statement conditions or otherwise) or (2) entered into for purposes of assuring in any othermanner the obligee of such Indebtedness or other obligation of the payment thereof or to protect suchobligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shallnot include endorsements for collection or deposit in the ordinary course of business. The term“Guarantee” used as a verb has a corresponding meaning.

“Hedging Obligation” of any Person means the obligations of such Person pursuant to anyCommodity Hedging Agreement, Currency Agreement or Interest Rate Agreement.

“Holder” means the Person in whose name a Note is registered in the Note register.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic ofChina.

“HSB (2018) Facility Agreement” means the credit agreement, dated as of March 13, 2018 amongthe Company, Nanyang Commercial Bank, Limited, China Minsheng Banking Corp., Ltd. Hong KongBranch as lenders and Hang Seng Bank Limited as agent, together with the related documents thereto,as amended from time to time.

“HSB (2020) Facility Agreement” means the facilities agreement, dated as of January 21, 2020among, inter alia, the Company and Hang Seng Bank Limited as agent, together with the relateddocuments thereto, as amended from time to time.

“Incur” means, with respect to any Indebtedness or Capital Stock, to incur, create, issue, assume,Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of,contingently or otherwise, such Indebtedness or Capital Stock; provided that (1) any Indebtedness andCapital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (or fails tomeet the qualifications necessary to remain an Unrestricted Subsidiary) will be deemed to be Incurredby such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and (2) the accretion oforiginal issue discount, the accrual of interest, the accrual of dividends, the payment of interest in theform of additional Indebtedness and the payment of dividends in the form of additional shares ofPreferred Stock or Disqualified Stock shall not be considered an Incurrence of Indebtedness. The terms“Incurrence”, “Incurred” and “Incurring” have meanings correlative with the foregoing.

“Indebtedness” means, with respect to any Person at any date of determination (withoutduplication):

(1) all indebtedness of such Person for borrowed money;

(2) all obligations of such Person evidenced by bonds, debentures, notes or other similarinstruments;

(3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or othersimilar instruments;

(4) all obligations of such Person to pay the deferred and unpaid purchase price of property orservices, except Trade Payables;

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(5) all Capitalized Lease Obligations and Attributable Indebtedness;

(6) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether ornot such Indebtedness is assumed by such Person; provided that the amount of suchIndebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date ofdetermination and (B) the amount of such Indebtedness;

(7) all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtednessis Guaranteed by such Person;

(8) to the extent not otherwise included in this definition, Hedging Obligations; and

(9) all Disqualified Stock issued by such Person valued at the greater of its voluntary orinvoluntary liquidation preference and its maximum fixed repurchase price plus accrueddividends.

Notwithstanding the foregoing, Indebtedness shall not include (1) any capital commitments,deferred payment obligations, pre-sale receipts in advance from customers or similar obligationsIncurred in the ordinary course of business in connection with the acquisition, development,construction or improvement of real or personal property (including land use rights) to be used in aPermitted Business or (2) Entrusted Loans; provided that each such item is not reflected on theconsolidated balance sheet of the Company as borrowings or indebtedness (contingent obligations andcommitments or similar obligations referred to in a footnote to financial statements and not otherwisereflected as borrowings of indebtedness on the consolidated balance sheet will not be deemed to bereflected on such balance sheet).

The amount of Indebtedness of any Person at any date shall be the outstanding balance at suchdate of all unconditional obligations as described above and, with respect to contingent obligations, themaximum liability upon the occurrence of the contingency giving rise to the obligation, provided that:

(A) the amount outstanding at any time of any Indebtedness issued with original issue discountis the face amount of such Indebtedness less the remaining unamortized portion of theoriginal issue discount of such Indebtedness at such time as determined in conformity withGAAP;

(B) money borrowed and set aside at the time of the Incurrence of any Indebtedness in order toprefund the payment of the interest on such Indebtedness shall not be deemed to be“Indebtedness” so long as such money is held to secure the payment of such interest; and

(C) the amount of Indebtedness with respect to any Hedging Obligation shall be: (i) zero ifIncurred pursuant to clause paragraph (b)(6) under the covenant described under “– CertainCovenants – Limitation on Indebtedness and Preferred Stock”, and (ii) equal to the netamount payable by such Person if such Hedging Obligation terminated at that time if notIncurred pursuant to such clause.

“Independent Third Party” means any Person that is not an Affiliate of the Company.

“Intercreditor Agreement” means the intercreditor agreement dated as of November 23, 2012 (asamended and supplemented from time to time).

“Interest Rate Agreement” means any interest rate protection agreement, interest rate futureagreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement,interest rate collar agreement, interest rate hedge agreement, option or future contract or other similaragreement or arrangement designed to protect against fluctuations in interest rates.

“Investment” means:

(i) any direct or indirect advance, loan or other extension of credit to another Person;

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(ii) any capital contribution to another Person (by means of any transfer of cash or otherproperty to others or any payment for property or services for the account or use of others);

(iii) any purchase or acquisition of Capital Stock, Indebtedness, bonds, notes, debentures or othersimilar instruments or securities issued by another Person; or

(iv) any Guarantee of any obligation of another Person, to the extent such obligation isoutstanding and to the extent Guaranteed by such Person.

An acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary forconsideration to the extent such consideration consists of Common Stock of the Company will not bedeemed an Investment.

For the purposes of the provisions of the “– Certain Covenants – Designation of Restricted andUnrestricted Subsidiaries” and “– Certain Covenants – Limitation on Restricted Payments” covenants:(i) the Company will be deemed to have made an Investment in a Person that is not a RestrictedSubsidiary in an amount equal to the Company’s proportional interest in the Fair Market Value of theassets (net of liabilities owed to any Person other than the Company or a Restricted Subsidiary and thatare not Guaranteed by the Company or a Restricted Subsidiary) of a Restricted Subsidiary that isdesignated an Unrestricted Subsidiary or that otherwise ceases to be a Restricted Subsidiary at the timeof such designation or cessation, and (ii) any property transferred to or from any Person shall be valuedat its Fair Market Value at the time of such transfer, as determined in good faith by the Board ofDirectors.

“Investment Grade” means a rating of “AAA”, “AA”, “A” or “BBB”, as modified by a “+” or “-”indication, or an equivalent rating representing one of the four highest Rating Categories, by S&P orany of its successors or assigns or a rating of “Aaa”, or “Aa”, “A” or “Baa”, as modified by a “1”, “2”or “3” indication, or an equivalent rating representing one of the four highest Rating Categories, byMoody’s, or any of its successors or assigns, or a rating of “AAA”, “AA”, “A”, “BBB”, as modified bya “+” or “-” indication, or an equivalent rating representing one of the four highest Rating Categories,by Fitch or any of its successors or assigns, or the equivalent ratings of any internationally recognizedrating agency or agencies, as the case may be, which shall have been designated by the Company ashaving been substituted for S&P, Moody’s or Fitch or two or three of them, as the case may be.

“Investment Property” means any property that is owned and held by any Restricted Subsidiaryincorporated under the laws of the PRC primarily for rental yields or for capital appreciation or both,or any hotel owned by the Company or any Restricted Subsidiary from which the Company or anyRestricted Subsidiary derives or expects to derive operating income.

“JV Entitlement Amount” means, with respect to any JV Subsidiary Guarantor and itsSubsidiaries, an amount that is equal to the product of (i) the Fair Market Value of the total assets ofsuch JV Subsidiary Guarantor and its Subsidiaries, on a consolidated basis (without deducting anyIndebtedness or other liabilities of such JV Subsidiary Guarantor and its subsidiaries) as of the date ofthe last fiscal year end of the Company; and (ii) a percentage equal to the direct equity ownershippercentage of the Company and/or its Restricted Subsidiaries in the Capital Stock of such JVSubsidiary Guarantor and its Subsidiaries.

“JV Subsidiary Guarantee” has the meaning set forth under the caption “– The SubsidiaryGuarantees and JV Subsidiary Guarantees”.

“JV Subsidiary Guarantor” means a Restricted Subsidiary that executes a JV SubsidiaryGuarantee.

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“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind(including, without limitation, any conditional sale or other title retention agreement or lease in thenature thereof or any agreement to create any mortgage, pledge, security interest, lien, charge, easementor encumbrance of any kind).

“Listed Subsidiaries” means any Restricted Subsidiary any class of Voting Stock of which is listedon a Qualifying Exchange and any Restricted Subsidiary of a Listed Subsidiary; provided that suchRestricted Subsidiary shall cease to be a Listed Subsidiary immediately upon, as applicable, (x) theVoting Stock of such Restricted Subsidiary ceasing to be listed on a Qualifying Exchange, or (y) suchRestricted Subsidiary ceasing to be a Restricted Subsidiary of a Listed Subsidiary.

“Measurement Date” means November 23, 2012.

“Minority Joint Venture” means any corporation, association or other business entity that isaccounted for by the equity method of accounting in accordance with GAAP by the Company or aRestricted Subsidiary and primarily engaged in the Permitted Businesses, and such Minority JointVenture’s Subsidiaries.

“Moody’s” means Moody’s Investors Service, Inc. and successors.

“NCB Facility Agreement” means the credit agreement, dated as of April 9, 2019, among theCompany, Nanyang Commercial Bank, Limited, Nanyang Commercial Bank (China), LimitedGuangzhou Branch, Hang Seng Bank Limited, The Bank of East Asia, Limited and Industrial Bank Co.,Ltd. Hong Kong Branch as lenders and Nanyang Commercial Bank, Limited as agent, together with therelated documents thereto, as amended from time to time.

“Net Cash Proceeds” means:

(a) with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash orTemporary Cash Investments, including payments in respect of deferred payment obligations(to the extent corresponding to the principal, but not interest, component thereof) whenreceived in the form of cash or Temporary Cash Investments and proceeds from theconversion of other property received when converted to cash or Temporary CashInvestments, net of:

(1) brokerage commissions and other fees and expenses (including fees and expenses ofcounsel and investment banks) related to such Asset Sale;

(2) provisions for all taxes (whether or not such taxes will actually be paid or are payable)as a result of such Asset Sale without regard to the consolidated results of operationsof the Company and its Restricted Subsidiaries, taken as a whole;

(3) payments made to repay Indebtedness or any other obligation outstanding at the timeof such Asset Sale that either (x) is secured by a Lien on the property or assets sold or(y) is required to be paid as a result of such sale; and

(4) appropriate amounts to be provided by the Company or any Restricted Subsidiary as areserve against any liabilities associated with such Asset Sale, including, withoutlimitation, pension and other post-employment benefit liabilities, liabilities related toenvironmental matters and liabilities under any indemnification obligations associatedwith such Asset Sale, all as determined in conformity with GAAP; and

(b) with respect to any issuance or sale of Capital Stock, the proceeds of such issuance or salein the form of cash or Temporary Cash Investments, including payments in respect ofdeferred payment obligations (to the extent corresponding to the principal, but not interest,component thereof) when received in the form of cash or Temporary Cash Investments andproceeds from the conversion of other property received when converted to cash orTemporary Cash Investments, net of attorneys’ fees, accountants’ fees, underwriters’ or

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placement agents’ fees, discounts or commissions and brokerage, consultant and other feesincurred in connection with such issuance or sale and net of taxes paid or payable as a resultthereof.

“Offer to Purchase” means an offer to purchase the Notes by the Company from the Holderscommenced by mailing a notice by first class mail, postage prepaid, to the Trustee, the Paying Agentand each Holder at its last address appearing in the Note register stating:

(1) the provision of the Indenture pursuant to which the offer is being made and that all Notesvalidly tendered will be accepted for payment on a pro rata basis;

(2) the purchase price and the date of purchase (which shall be a Business Day no earlier than30 days nor later than 60 days from the date such notice is mailed) (the “Offer to PurchasePayment Date”);

(3) that any Note not tendered will continue to accrue interest pursuant to its terms;

(4) that, unless the Company defaults in the payment of the purchase price, any Note acceptedfor payment pursuant to the Offer to Purchase shall cease to accrue interest on and after theOffer to Purchase Payment Date;

(5) that Holders electing to have a Note purchased pursuant to the Offer to Purchase will berequired to surrender the Note, together with the form entitled “Option of the Holder toElect Purchase” on the reverse side of the Note completed, to the Paying Agent at theaddress specified in the notice prior to the close of business on the Business Dayimmediately preceding the Offer to Purchase Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, notlater than the close of business on the third Business Day immediately preceding the Offerto Purchase Payment Date, a facsimile transmission or letter setting forth the name of suchHolder, the principal amount of Notes delivered for purchase and a statement that suchHolder is withdrawing his election to have such Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued Notes equal inprincipal amount to the unpurchased portion of the Notes surrendered; provided that eachNote purchased and each Note issued shall be in a principal amount of US$200,000 orintegral multiples of US$1,000 in excess thereof.

On the Offer to Purchase Payment Date, the Company shall (a) accept for payment on a pro ratabasis Notes or portions thereof tendered pursuant to an Offer to Purchase; and (b) deliver, or cause tobe delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’Certificate specifying the Notes or portions thereof accepted for payment by the Company and oneBusiness Day prior to the Offer to Purchase Payment Date, the Company shall deposit with the PayingAgent money sufficient to pay the purchase price of all Notes or portions thereof so accepted. TheTrustee shall be entitled to rely on such certificate without any liability or responsibility to any person.The Paying Agent shall promptly pay by wire transfer (at the expense of the Company) to the Holdersof Notes so accepted payment in an amount equal to the purchase price, and the Trustee or theAuthenticating Agent shall promptly authenticate and mail to such Holders a Note equal in principalamount to any unpurchased portion of the Note surrendered; provided that each Note purchased andeach Note issued shall be in a principal amount of US$200,000 or integral multiples of US$1,000 inexcess thereof. The Company will publicly announce the results of an Offer to Purchase as soon aspracticable after the Offer to Purchase Payment Date. The Company will comply with any securitieslaws and regulations thereunder to the extent such laws and regulations are applicable, in the event thatthe Company is required to repurchase Notes pursuant to an Offer to Purchase.

To the extent that the provisions of any securities laws or regulations of any jurisdiction conflictwith the provisions of this Indenture governing any Offer to Purchase, the Company will comply withthe applicable securities laws and regulations and will not be deemed to have breached its obligationsunder this Indenture by virtue of such compliance.

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The materials used in connection with an Offer to Purchase are required to contain or incorporateby reference information concerning the business of the Company and its Subsidiaries which theCompany in good faith believes will assist such Holders to make an informed decision with respect tothe Offer to Purchase, including a brief description of the events requiring the Company to make theOffer to Purchase, and any other information required by applicable law to be included therein. Theoffer is required to contain all instructions and materials necessary to enable such Holders to tenderNotes pursuant to the Offer to Purchase.

“Officer” means one of the executive officers of the Company or, in the case of a SubsidiaryGuarantor or a JV Subsidiary Guarantor, one of the directors or executive officers of such SubsidiaryGuarantor or JV Subsidiary Guarantor, as the case may be.

“Officers’ Certificate” means a certificate signed by two Officers; provided that, with respect toany Subsidiary Guarantor or JV Subsidiary Guarantor having only one Officer, an “Officers’Certificate” means a certificate signed by such Officer.

“Opinion of Counsel” means a written opinion, in form and substance acceptable to the Trustee,from legal counsel who is reasonably acceptable to the Trustee. For the avoidance of doubt, such legalcounsel may be an employee or counsel to the Company.

“Original Issue Date” means the date on which the Notes were originally issued under theIndenture.

“Pari Passu Guarantee” means a guarantee by the Company, any Subsidiary Guarantor or any JVSubsidiary Guarantor of Indebtedness of the Company (including Additional Notes), any SubsidiaryGuarantor or any JV Subsidiary Guarantor; provided that (i) the Company, such Subsidiary Guarantor orJV Subsidiary Guarantor were permitted to Incur such Indebtedness under the covenant under thecaption “– Certain Covenants – Limitation on Indebtedness and Preferred Stock” and (ii) such guaranteeranks pari passu with the Notes, with any outstanding Subsidiary Guarantee of such SubsidiaryGuarantor, or with any outstanding JV Subsidiary Guarantee of such JV Subsidiary Guarantor, as thecase may be.

“Payment Default” means (i) any default in the payment of interest on any Note when the samebecomes due and payable, (ii) any default in the payment of principal of (or premium, if any, on) theNotes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise,(iii) the failure by the Company to make or consummate a Change of Control Offer in the mannerdescribed under the caption “– Repurchase of Notes upon a Change of Control Triggering Event”, or anOffer to Purchase in the manner described under the caption “– Certain Covenants – Limitation onAsset Sales” or (iv) any Event of Default specified in clause (e) of the definition of Events of Default.

“Permitted Business” means any business which is the same as or related, ancillary orcomplementary to the businesses of the Company and its Restricted Subsidiaries on the Original IssueDate (as described in the offering memorandum), including without limitation real estate acquisition,development, leasing and management, hotel acquisition, development, operation and management, andthe acquisition, development, management and operation of leisure and other ancillary facilities in eachcase associated with real estate projects acquired, or intended in good faith to be acquired, developed ormanaged by the Company or any Restricted Subsidiary.

“Permitted Holders” means any or all of the following:

(1) Mr. Guo Zi Wen and Ms. Jiang Miner, collectively;

(2) the estate or trust of any Person specified in clause (1) or the legal representative of any ofthe foregoing;

(3) any Affiliate (other than an Affiliate as defined in clause (ii) or (iii) of the definition ofAffiliate) of the Persons specified in clause (1) or (2); and

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(4) any Person both the Capital Stock and the Voting Stock of which (or in the case of a trust,the beneficial interests in which) are more than 80% owned by Persons specified in clauses(1), (2) and (3).

“Permitted Investment” means:

(1) any Investment in the Company or a Restricted Subsidiary, directly or indirectly through oneor more other Restricted Subsidiaries, that is primarily engaged in a Permitted Business or aPerson which will, upon the making of such Investment, become a Restricted Subsidiary thatis primarily engaged, directly or indirectly through one or more other RestrictedSubsidiaries, in a Permitted Business or be merged or consolidated with or into or transfer orconvey all or substantially all its assets to the Company or a Restricted Subsidiary that isprimarily engaged, directly or indirectly through one or more other Restricted Subsidiaries,in a Permitted Business;

(2) any Investment in cash or Temporary Cash Investments;

(3) payroll, travel and similar advances to cover matters that are expected at the time of suchadvances ultimately to be treated as expenses in accordance with GAAP;

(4) stock, obligations or securities received in satisfaction of judgments;

(5) an Investment in an Unrestricted Subsidiary consisting solely of an Investment in anotherUnrestricted Subsidiary;

(6) any Investment pursuant to a Hedging Obligation entered into in the ordinary course ofbusiness (and not for speculation) and designed solely to protect the Company or anyRestricted Subsidiary against fluctuations in commodity prices, interest rates or foreigncurrency exchange rates;

(7) receivables owing to the Company or any Restricted Subsidiary, if created or acquired in theordinary course of business and payable or dischargeable in accordance with customary tradeterms;

(8) any securities or other Investments received as consideration in, or retained in connectionwith, sales or other dispositions of property or assets, including Asset Dispositions made incompliance with the covenant described under “– Certain Covenants – Limitation on AssetSales”;

(9) pledges or deposits (x) with respect to leases or utilities provided to third parties in theordinary course of business or (y) otherwise described in the definition of “Permitted Liens”or made in connection with Liens permitted under the covenant described under “– CertainCovenants – Limitation on Liens”;

(10) any Investment pursuant to Pre-Registration Mortgage Guarantees or Contractor Guaranteesby the Company or any Restricted Subsidiary otherwise permitted to be Incurred under theIndenture;

(11) Investments in securities of trade creditors, trade debtors or customers received pursuant toany plan of reorganization or similar arrangement upon the bankruptcy or insolvency of suchtrade creditors, trade debtors or customers;

(12) advances to contractors and suppliers for the acquisition of assets or consumables or servicesin the ordinary course of business that are recorded as deposits or prepaid expenses on theCompany’s consolidated balance sheet;

(13) deposits of pre-sale proceeds made in order to secure the completion and delivery ofpre-sold properties and issuance of the related land use title in the ordinary course ofbusiness;

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(14) deposits made in order to comply with statutory or regulatory obligations to maintaindeposits for workers compensation claims and other purposes specified by statute orregulation from time to time in the ordinary course of business;

(15) deposits made in order to secure the performance of the Company or any of its RestrictedSubsidiaries and prepayments made in connection with the acquisition of real property orland use rights by the Company or any of its Restricted Subsidiaries, in each case in theordinary course of business;

(16) advances or deposits paid to government authorities or government-affiliated or supervisedentities in the PRC in connection with the financing of land acquisition, land development orland re-development activities in the ordinary course of business that are recorded as assetsin the Company’s balance sheet;

(17) repurchases of the Notes;

(18) any Investment (including any deemed Investment upon the redesignation of a RestrictedSubsidiary as an Unrestricted Subsidiary or upon the sale of Capital Stock of a RestrictedSubsidiary) by the Company or any Restricted Subsidiary in any Person; provided that:

(i) the aggregate of all Investments made under this clause (18) since January 17, 2014shall not exceed in aggregate an amount equal to 30.0% of Total Assets. Suchaggregate amount of Investments shall be calculated after deducting an amount equal tothe net reduction in all Investments made under this clause (18) since January 17, 2014resulting from:

(A) payments of interest on Indebtedness, dividends or repayments of loans oradvances made under this clause (18), in each case to the Company or anyRestricted Subsidiary (except, in each case, to the extent any such payment orproceeds are included in the calculation of Consolidated Net Income);

(B) the unconditional release of a Guarantee provided by the Company or a RestrictedSubsidiary after January 17, 2014 under this clause of an obligation of any suchPerson; or

(C) to the extent that an Investment made after January 17, 2014 under this clause(18) is sold or otherwise liquidated or repaid for cash, the lesser of (x) cashreturn of capital with respect to such Investment (less the cost of disposition, ifany) and (y) the initial amount of such Investment, not to exceed, in each case,the amount of Investments made by the Company or a Restricted Subsidiary afterJanuary 17, 2014 in any such Person pursuant to this clause (18);

for the avoidance of doubt, the amount of Investments made after January 17, 2014 butbefore the Original Issue Date shall be calculated as if this clause (18) applied thereto;

(ii) the Person into which such Investment is made is primarily engaged in the PermittedBusinesses;

(iii) none of the other shareholders or partners in such Person in which such Investmentwas made pursuant to this clause (18) is a Person described in clauses (a) or (b) of thefirst paragraph of the covenant under the caption “– Limitation on Transactions withShareholders and Affiliates” (other than by reason of such shareholder or partner beingan officer or director of the Company, a Restricted Subsidiary or by reason of being aRestricted Subsidiary);

(iv) no Default has occurred and is continuing or would occur as a result of suchInvestment; and

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(v) the Company could Incur at least US$1.00 of Indebtedness under the proviso in thefirst sentence of clause (a) of the covenant under the caption “– Limitation onIndebtedness and Preferred Stock”;

for the avoidance of doubt, the value of each Investment made pursuant to this clause (18)shall be valued at the time such Investment is made; and

(19) any Investment deemed to have been made by the Company or any Restricted Subsidiary inconnection with a proposed Restructuring upon designation of the Subsidiaries in theRestructuring Group as Unrestricted Subsidiaries, provided that

(i) (A) the Board of Directors of the Company has determined in good faith that thedesignation of the Subsidiaries in the Restructuring Group as Unrestricted Subsidiariesis necessary to obtain approval from a Qualified Exchange for the proposedRestructuring, (B) at the time of such designation, the members of the RestructuringGroup remain Subsidiaries or Associates of the Company, and (C) at the time of suchdesignation, the members of the Restructuring Group remain primarily engaged in thePermitted Businesses; and

(ii) the aggregate of all Investments made under this clause (19) since the Original IssueDate shall not exceed an amount equal to 20.0% of Total Assets (for the avoidance ofdoubt, any portion of such Investments exceeding 20.0% of Total Assets shall notconstitute a Permitted Investment pursuant to this item but may be made, characterizedand accounted for in accordance with the other provisions of the Indenture). Suchaggregate amount of Investments made under this clause (19) shall be calculated afterdeducting an amount equal to the net reduction in all Investments made under thisclause (19) since the Original Issue Date resulting from:

(A) receipt of payments in cash by the Company or any Restricted Subsidiary inrespect of all such Investments, including interests on or repayments of loans oradvances, dividends or other distributions (except, in each case, to the extent anysuch payments are included in the calculation of Consolidated Net Income);

(B) to the extent that an Investment made after the Original Issue Date under thisclause (19) is sold or otherwise liquidated or repaid for cash or assets, or acombination of cash or assets, the lesser of (x) the return of capital with respectto such Investment (less the cost of disposition, if any) and (y) the initial amountof such Investment; or

(C) an event described in the final proviso of this clause (19) and to the extent theCompany is deemed to make an Investment pursuant to another clause of thisdefinition of Permitted Investment or otherwise in compliance with the covenantdescribed under “– Limitation on Restricted Payments,” in an amount equal to theinitial amount of such Investment;

and provided further that, at the time when (x) any entity so designated as an UnrestrictedSubsidiary is no longer deemed as a Subsidiary or Associate of the Company or (y) anyPerson or group of Persons other than the Company and its Subsidiaries acquires a higherpercentage of the Voting Stock of such entity than the percentage held directly or indirectlyby the Company, the Company will be deemed to make an Investment in such entity equalto the Fair Market Value of any Investment that the Company retains, directly or indirectly,in such entity immediately following such event.

“Permitted Liens” means:

(1) Liens for taxes, assessments, governmental charges or claims that are being contested ingood faith by appropriate legal or administrative proceedings promptly instituted anddiligently conducted and for which a reserve or other appropriate provision, if any, as shallbe required in conformity with GAAP shall have been made;

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(2) statutory and common law Liens of landlords and carriers, warehousemen, mechanics,suppliers, repairmen or other similar Liens arising in the ordinary course of business andwith respect to amounts not yet delinquent or being contested in good faith by appropriatelegal or administrative proceedings promptly instituted and diligently conducted and forwhich a reserve or other appropriate provision, if any, as shall be required in conformitywith GAAP shall have been made;

(3) Liens incurred or deposits made, in each case in the ordinary course of business, to securethe performance of tenders, bids, leases, statutory or regulatory obligations, bankers’acceptances, surety and appeal bonds, government contracts, performance andreturn-of-money bonds and other obligations of a similar nature incurred in the ordinarycourse of business (exclusive of obligations for the payment of borrowed money);

(4) leases or subleases granted to others that do not materially interfere with the ordinary courseof business of the Company and its Restricted Subsidiaries, taken as a whole;

(5) Liens encumbering property or assets under construction arising from progress or partialpayments by a customer of the Company or its Restricted Subsidiaries relating to suchproperty or assets;

(6) any interest or title of a lessor in the property subject to any operating lease;

(7) Liens on property of, or on shares of Capital Stock or Indebtedness of, any Person existingat the time such Person becomes, or becomes a part of, any Restricted Subsidiary; providedthat such Liens do not extend to or cover any property or assets of the Company or anyRestricted Subsidiary other than the property or assets acquired; provided further that suchLiens were not created in contemplation of or in connection with the transactions or seriesof transactions pursuant to which such Person became a Restricted Subsidiary;

(8) Liens in favor of the Company or any Restricted Subsidiary;

(9) Liens arising from attachment or the rendering of a final judgment or order against theCompany or any Restricted Subsidiary that does not give rise to an Event of Default;

(10) (i) Liens securing reimbursement obligations with respect to letters of credit that encumberdocuments and other property relating to such letters of credit and the products and proceedsthereof or (ii) Liens in favor of any bank having a right of setoff, revocation, refund orchargeback with respect to money or instruments of the Company or any RestrictedSubsidiary on deposit with or in possession of such bank;

(11) Liens existing on the Original Issue Date;

(12) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which ispermitted to be Incurred under clause (b)(5) of the covenant under the caption “– CertainCovenants – Limitation on Indebtedness and Preferred Stock”; provided that such Liens donot extend to or cover any property or assets of the Company or any Restricted Subsidiaryother than the property or assets securing the Indebtedness being refinanced;

(13) Liens (including extensions and renewals thereof) upon assets, real or personal propertyacquired after the Original Issue Date; provided that (a) such Lien is created solely for thepurpose of securing Indebtedness of the type described under clause (b)(7) of the covenantunder the caption “– Certain Covenants – Limitation on Indebtedness and Preferred Stock”and such Lien is created prior to, at the time of or within 180 days after the later of theacquisition or the completion of development, construction or improvement of such assets,property or equipment, (b) the principal amount of the Indebtedness secured by such Liendoes not exceed 100% of the cost of such property, development, construction orimprovement and (c) such Lien does not extend to or cover any property or assets other thansuch item of property and any improvements on such item; provided that, in the case ofclauses (b) and (c), such Lien may cover other property or assets (instead of or in addition

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to such item of property or improvements) and the principal amount of Indebtedness securedby such Lien may exceed 100% of such cost if (x) such Lien is incurred in the ordinarycourse of business and (y) the aggregate book value of property or assets (as reflected in themost recent available consolidated financial statements of the Company (which may beinternal consolidated statements) or, if any such property or assets have been acquired sincethe date of such financial statements, the cost of such property or assets) subject to Liensincurred pursuant to this clause (13) does not exceed 130% of the aggregate principalamount of Indebtedness secured by such Liens;

(14) Liens on current assets securing Indebtedness which is permitted to be Incurred under clause(b)(14) of the covenant described under the caption “– Certain Covenants – Limitation onIndebtedness and Preferred Stock”; provided that the aggregate book value of the currentassets (as reflected in the most recent available consolidated financial statements of theCompany (which may be internal consolidated statements) subject to Liens incurred pursuantto this clause (14) does not exceed 130% of the aggregate principal amount of Indebtednesssecured by such Liens;

(15) Liens under the Security Documents;

(16) Liens securing any Permitted Pari Passu Secured Indebtedness that complies with each of therequirements set forth under “– Security – Permitted Pari Passu Secured Indebtedness”;

(17) Liens securing Indebtedness of the Company or any Restricted Subsidiary under anyPre-Registration Mortgage Guarantee which is permitted to be Incurred under clause (b)(13)of the covenant described under the caption “– Certain Covenants – Limitation onIndebtedness and Preferred Stock”;

(18) easements, rights-of-way, municipal and zoning ordinances or other restrictions as to the useof properties in favor of governmental agencies or utility companies that do not materiallyadversely affect the value of such properties or materially impair the use for the purposes ofwhich such properties are held by the Company or any Restricted Subsidiary;

(19) Liens encumbering customary initial deposits and margin deposits, and other Liens that arewithin the general parameters customary in the industry and incurred in the ordinary courseof business, in each case securing Indebtedness under Hedging Obligations permitted byclause (b)(6) of the covenant described under the caption “– Certain Covenants – Limitationon Indebtedness and Preferred Stock”;

(20) Liens on deposits of pre-sale proceeds made in order to secure the completion and deliveryof pre-sold properties and issuance of the related land use title made in the ordinary courseof business and not securing Indebtedness of the Company or any Restricted Subsidiary;

(21) Liens on deposits made in order to comply with statutory obligations to maintain depositsfor workers compensation claims and other purposes specified by statute made in theordinary course of business and not securing Indebtedness of the Company or any RestrictedSubsidiary;

(22) Liens on deposits made in order to secure the performance of the Company or any of itsRestricted Subsidiaries in connection with the acquisition of real property or land use rightsby the Company or any of its Restricted Subsidiaries in the ordinary course of business andnot securing Indebtedness of the Company or any Restricted Subsidiary;

(23) Liens Incurred on deposits made to secure Bank Deposit Secured Indebtedness permitted tobe Incurred under clause (b)(16) of the covenant described under “– Certain Covenants –Limitation on Indebtedness and Preferred Stock”;

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(24) Liens on the Capital Stock of a PRC Restricted Subsidiary granted by the Company or anyPRC Restricted Subsidiary in favor of any Trust Company Investor in respect of, and tosecure, the Indebtedness or Preferred Stock permitted to be Incurred under clause (b)(17) ofthe covenant described under “– Certain Covenants – Limitation on Indebtedness andPreferred Stock”;

(25) Liens on Investment Properties securing Indebtedness of the Company or RestrictedSubsidiary incorporated under the laws of the PRC permitted under clause (b)(18) of thecovenant described under “– Certain Covenants – Limitation on Indebtedness and PreferredStock”;

(26) Liens securing Indebtedness Incurred under clause (b)(21) of the covenant described under“– Certain Covenants – Limitation on Indebtedness and Preferred Stock”;

(27) Liens securing Indebtedness Incurred under clause (b)(22) of the covenant described under“– Certain Covenants – Limitation on Indebtedness and Preferred Stock”;

(28) Liens in favor of customs and revenue authorities arising by operation of law to securepayment of customs duties in connection with the importation of goods;

(29) Liens Incurred on deposits made to secure Entrusted Loans; and

(30) Liens on the Capital Stock of the Person that is to be acquired under the relevant StagedAcquisition Agreement securing Indebtedness permitted to be Incurred under clause (b)(19)of the covenant described under “– Certain Covenants – Limitation on Indebtedness andPreferred Stock”,

provided that, with respect to the Collateral, “Permitted Liens” shall only refer to the Liens described inclauses (1), (15) and (16).

“Permitted Pari Passu Secured Indebtedness” has the meaning set forth under “Security –Permitted Pari Passu Secured Indebtedness”.

“Permitted Subsidiary Indebtedness” means any Indebtedness of, and Preferred Stock issued by,any Non-Guarantor Subsidiaries, provided that, on the date of the Incurrence of such Indebtedness orissuance of such Preferred Stock, as the case may be, and after giving effect thereto and the applicationof the proceeds thereof, the aggregate principal amount outstanding of all such Indebtedness andPreferred Stock (excluding the amount of any Indebtedness of any Non-Guarantor Subsidiary permittedunder clauses (b)(1), (b)(4), (b)(6) and (b)(13) and Guarantees permitted under clauses (b)(1) and (b)(2)of the covenant described under “– Certain Covenants – Limitation on Indebtedness and PreferredStock”) does not exceed an amount equal to 25.0% of the Total Assets.

“Person” means any individual, corporation, partnership, limited liability company, joint venture,trust, unincorporated organization or government or any agency or political subdivision thereof.

“PRC” means the People’s Republic of China, excluding Hong Kong, the Macao SpecialAdministrative Region of the PRC and Taiwan.

“PRC CJV” means any Subsidiary that is a Sino-foreign cooperative joint venture enterprise withlimited liability, established in the PRC pursuant to the Law of the People’s Republic of China onSino-foreign Cooperative Joint Ventures adopted on April 13, 1988 (as most recently amended onOctober 13, 2000) and the Detailed Rules for the Implementation of the Law of the People’s Republicof China on Sino-foreign Cooperative Joint Ventures promulgated on September 4, 1995, which arereplaced by the Foreign Investment Law and Implementation Regulations for the Foreign InvestmentLaw, both came into effects on January 1, 2020, respectively as such laws may be amended.

“PRC CJV Partner” means, with respect to a PRC CJV, the other party or parties to the jointventure agreement relating to such PRC CJV with the Company or any Restricted Subsidiary.

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“PRC Restricted Subsidiary” means a Restricted Subsidiary organized under the laws of the PRC.

“Pre-Registration Mortgage Guarantees” means any Guarantee in favor of a bank or other similarfinancial institution by the Company or any Restricted Subsidiary in the ordinary course of business ofsecured loans of purchasers of individual units of properties from the Company or any RestrictedSubsidiary; provided that any such Guarantee shall be released in full upon the perfection of securityinterest in such properties under applicable law in favor of the relevant lender.

“Preferred Stock” as applied to the Capital Stock of any Person means Capital Stock of any classor classes that by its term is preferred as to the payment of dividends, or as to the distribution of assetsupon any voluntary or involuntary liquidation or dissolution of such Person, over any other class ofCapital Stock of such Person.

“Qualified Exchange” means either (1) The New York Stock Exchange, the London StockExchange, The Stock Exchange of Hong Kong Limited, the Nasdaq Stock market or SingaporeExchange Securities Trading Limited or (2) a national securities exchange (as such term is defined inSection 6 of the Exchange Act) or a designated offshore securities market (as such term is defined inRule 902(b) under the Securities Act).

“Qualified IPO” means an initial public offering, and a listing, of Common Stock of a companyon a Qualified Exchange; provided that in the case that such listing is on a national securities exchange(as such term is defined in Section 6 of the Exchange Act) or a designated offshore securities market(as such term is defined in Rule 902(b) under the Securities Act), such listing shall result in a publicfloat of no less than the percentage required by the applicable listing rules.

“Rating Agencies” means (1) S&P, (2) Moody’s and (3) Fitch; provided that if S&P, Moody’s orFitch, two of the three or all three of them shall not make a rating of the Notes publicly available,oneor more nationally recognized securities rating agency or agencies, as the case may be, selected bythe Company, which shall be substituted for S&P, Moody’s, Fitch, two of the three or all three of them,as the case may be.

“Rating Category” means (1) with respect to S&P, any of the following categories: “BB”, “B”,“CCC”, “CC”, “C” and “D” (or equivalent successor categories); (2) with respect to Moody’s, any ofthefollowing categories: “Ba”, “B”, “Caa”, “Ca”, “C” and “D” (or equivalent successor categories); (3)with respect to Fitch, any of the following categories: “BB”, “B”, “CCC”, “CC”, “C” and “D”(orequivalent successor categories); and (4) the equivalent of any such category of S&P, Moody’s orFitch used by another Rating Agency. In determining whether the rating of the Notes has decreased byone or more gradations, gradations within Rating Categories (“+” and “-” for S&P; “1”, “2” and “3” forMoody’s and “+” and “-” for Fitch; or the equivalent gradations for another Rating Agency) shall betaken into account (e.g., with respect to S&P, a decline in a rating from “BB+” to “BB”, as well asfrom “BB-” to “B+”, will constitute a decrease of one gradation).

“Rating Date” means (i) in connection with a Change of Control Triggering Event, that datewhich is 90 days prior to the earlier of (x) a Change of Control and (y) a public notice of theoccurrence of a Change of Control or of the intention by the Company or any other Person or Personsto effect a Change of Control or (ii) in connection with actions contemplated under the caption “–Consolidation, Merger and Sale of Assets”, that date which is 90 days prior to the earlier of (x) theoccurrence of any such actions as set forth therein and (y) a public notice of the occurrence of anysuch actions.

“Rating Decline” means (i) in connection with a Change of Control Triggering Event, theoccurrence on, or within six months after, the date of, or public notice of the occurrence of, a ChangeofControl or the intention by the Company or any Person or Persons to effect a Change of Control (whichperiod shall be extended so long as the rating of the Notes and/or the Company is underpubliclyannounced consideration for possible downgrade by any of the Rating Agencies) of any of the eventslisted below, or (ii) in connection with actions contemplated under the caption “– Consolidation, Mergerand Sale of Assets”, the notification by any of the Rating Agencies that such proposed actions willresult in any of the events listed below:

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(a) in the event the Notes are rated by all three of the Rating Agencies on the Rating Date asInvestment Grade, the rating of the Notes by any two of the three Rating Agencies shall bebelow Investment Grade;

(b) in the event the Notes are rated by any two, but not all three, of the three Rating Agencieson the Rating Date as Investment Grade, the rating of the Notes by any of such two RatingAgencies shall be below Investment Grade;

(c) in the event the Notes are rated by one, and only one, of the three Rating Agencies on theRating Date as Investment Grade, the rating of the Notes by such Rating Agency shall bebelow Investment Grade; or

(d) in the event the Notes are (i) rated by less than three Rating Agencies or (ii) rated belowInvestment Grade by all three of the Rating Agencies on the Rating Date, the rating of theNotes by any Rating Agency shall be decreased by one or more gradations (includinggradations within Rating Categories as well as between Rating Categories).

“Reference Treasury Dealer” means each of any three investment banks of recognized standingthat is a primary U.S. Government securities dealer in The City of New York, selected by the Companyin good faith.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealerand any redemption date, the average, as determined by an investment banking firm of recognizedinternational standing, of the bid and asked prices for the Comparable Treasury Issue, expressed in eachcase as a percentage of its principal amount, quoted in writing to such investment banking firm by suchReference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediatelypreceding such redemption date.

“Replacement Assets” means, on any date, (1) properties or assets that replace the properties andassets that were the subject of such Asset Sale or (2) property or assets (other than current assets) of anature or type or that are used in a Permitted Business, including the Capital Stock of any Personholding such property or assets that is primarily engaged in a Permitted Business and is or will become,upon the acquisition by the Company or any of its Restricted Subsidiaries of such Capital Stock, aRestricted Subsidiary.

“Restricted Subsidiary” means any Subsidiary of the Company other than an UnrestrictedSubsidiary.

“Restructuring” means the restructuring and Qualified IPO of the Common Stock of a Subsidiaryof the Company in a Restructuring Group.

“Restructuring Group” means a group of Subsidiaries or Associates of the Company for which theCompany contemplates a Qualified IPO.

“S&P” means S&P Global Ratings and its affiliates.

“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to property(whether real, personal or mixed), now owned or hereafter acquired whereby the Company or anyRestricted Subsidiary transfers such property to another Person and the Company or any RestrictedSubsidiary leases it from such Person.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Security Documents” means, collectively, the Intercreditor Agreement, the pledge agreements andany other agreements or instruments that may evidence or create or purport to create any securityinterest in favor of the Collateral Agent, the Trustee and/or any Holders in any or all of the Collateral.

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“Senior Indebtedness” of the Company or any Restricted Subsidiary, as the case may be, meansall Indebtedness of the Company or such Restricted Subsidiary, as relevant, whether outstanding on theOriginal Issue Date or thereafter created, except for Indebtedness which, in the instrument creating orevidencing the same, is expressly stated to be subordinated in right of payment to (a) the Notes or, inrespect of the Company, the Notes, (b) in respect of any Restricted Subsidiary that is a SubsidiaryGuarantor, its Subsidiary Guarantee, or (c) in respect of any Restricted Subsidiary that is a JVSubsidiary Guarantor, its JV Subsidiary Guarantee; provided that Senior Indebtedness does not include(i) any obligation to the Company or any Restricted Subsidiary, (ii) trade payables or (iii) IndebtednessIncurred in violation of the Indenture.

“Significant Restricted Subsidiary” means a Restricted Subsidiary, or group of RestrictedSubsidiaries, that would, when taken together, be a “significant subsidiary” within the meaning of thedefinition of “significant subsidiary” in Article 1, Rule 1-02(w) of Regulation S-X, promulgatedpursuant to the Securities Act, as such Regulation is in effect on the Original Issue Date; provided thatin each instance in such definition in which the term “10 percent” is used, the term “5 percent” shall besubstituted therefor.

“Staged Acquisition Agreement” means an agreement between the Company or a RestrictedSubsidiary and an Independent Third Party (x) pursuant to which the Company or such RestrictedSubsidiary agrees to acquire not less than a majority of the Capital Stock of a Person for considerationthat is not more than the Fair Market Value of such Capital Stock of such Person at the time theCompany or such Restricted Subsidiary enters into such agreement and (y) which provides that thepayment of the purchase price for such Capital Stock is made in more than one installment over aperiod of time.

“Stated Maturity” means, (1) with respect to any Indebtedness, the date specified in such debtsecurity as the fixed date on which the final installment of principal of such Indebtedness is due andpayable as set forth in the documentation governing such Indebtedness and (2) with respect to anyscheduled installment of principal of or interest on any Indebtedness, the date specified as the fixeddate on which such installment is due and payable as set forth in the documentation governing suchIndebtedness.

“Subordinated Indebtedness” means any Indebtedness of the Company or any SubsidiaryGuarantor which is contractually subordinated or junior in right of payment to the Notes or anySubsidiary Guarantee, as applicable, pursuant to a written agreement to such effect.

“Subordinated Shareholder Loan” means any loan to the Company or any Restricted Subsidiaryfrom Permitted Holders which (i) is subordinated in right of payment to the Notes, (ii) by its terms(and by the terms of any security into which it is convertible or for which it is exchangeable) does notmature and is not required to be repaid, pursuant to a sinking fund obligation event of default orotherwise, in whole or in part, on or prior to the date that is one year after the Stated Maturity of theNotes and (iii) does not provide any cash payment of interest.

“Subsidiary” means, with respect to any Person, any corporation, association or other businessentity of which (i) more than 50% of the voting power of the outstanding Voting Stock is owned,directly or indirectly, by such Person and one or more other Subsidiaries of such Person or (ii) 50% orless of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by suchPerson and one or more other Subsidiaries of such Person and in each case which is “controlled” andconsolidated by such Person in accordance with GAAP; provided, however, that with respect to clause(ii), the occurrence of any event (other than the issuance or sale of Capital Stock) as a result of whichsuch corporation, association or other business entity ceases to be “controlled” by such Person underthe GAAP and to constitute a Subsidiary of such Person shall be deemed to be a designation of suchcorporation, association or other business entity as an Unrestricted Subsidiary by such Person and besubject to the requirements under the first paragraph of “Designation of Restricted and UnrestrictedSubsidiaries” covenant.

“Subsidiary Guarantee” means any Guarantee of the obligations of the Company under theIndenture and the Notes by any Subsidiary Guarantor.

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“Subsidiary Guarantor” means any initial Subsidiary Guarantor named herein and any otherRestricted Subsidiary which guarantees the payment of the Notes pursuant to the Indenture and theNotes; provided that Subsidiary Guarantor will not include (i) any Person whose Subsidiary Guaranteehas been released in accordance with the Indenture and the Notes or (ii) any JV Subsidiary Guarantor.

“Subsidiary Guarantor Pledgor” means any Subsidiary Guarantor Pledgor named herein and anyother Subsidiary Guarantor which pledges Collateral to secure the obligations of the Company under theNotes and the Indenture and of such Subsidiary Guarantor under its Subsidiary Guarantee; provided thata Subsidiary Guarantor Pledgor will not include any Person whose pledge under the SecurityDocuments has been released in accordance with the Security Documents, the Indenture and the Notes.

“Temporary Cash Investment” means any of the following:

(1) direct obligations of the United States of America, any state of the European Economic Area,the United Kingdom, the People’s Republic of China, Hong Kong and Singapore or anyagency thereof or obligations fully and unconditionally Guaranteed by the United States ofAmerica, any state of the European Economic Area, the United Kingdom, the People’sRepublic of China, Hong Kong and Singapore or any agency thereof, in each case maturingwithin one year;

(2) demand or time deposit accounts, certificates of deposit and money market deposits maturingwithin 180 days of the date of acquisition thereof issued by a bank or trust company whichis organized under the laws of the United States of America or any state thereof, any state ofthe European Economic Area, the United Kingdom, Hong Kong or Singapore, and whichbank or trust company has capital, surplus and undivided profits aggregating in excess ofUS$100.0 million (or the Dollar Equivalent thereof) and has outstanding debt which is rated“A” (or such similar equivalent rating) or higher by at least one nationally recognizedstatistical rating organization (as defined in Rule 436 under the Securities Act) or any moneymarket fund sponsored by a registered broker dealer or mutual fund distributor;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of thetypes described in clause (1) above entered into with a bank or trust company meeting thequalifications described in clause (2) above;

(4) commercial paper, maturing within 180 days of the date of acquisition thereof, issued by acorporation (other than an Affiliate of the Company) organized and in existence under thelaws of the United States of America, any state thereof or any foreign country recognized bythe United States of America with a rating at the time as of which any investment therein ismade of “P-1” (or higher) according to Moody’s, “A-1” (or higher) according to Fitch or“A-2” (or higher) according to S&P;

(5) securities, maturing within one year of the date of acquisition thereof, issued or fully andunconditionally Guaranteed by Hong Kong or any state, commonwealth or territory of theUnited States of America, or by any political subdivision or taxing authority thereof, andrated at least “A” by Fitch, Moody’s or S&P;

(6) any mutual fund that has at least 95% of its assets continuously invested in investments ofthe types described in clauses (1) through (5) above;

(7) time deposit accounts, certificates of deposit, overnight or call deposits and money marketdeposits with any bank, trust company or other financial institution organized under the lawsof the PRC, Hong Kong or anywhere the Company or any Restricted Subsidiary conductsbusiness operations; and

(8) structured deposit products that are principal-protected with any bank or financial institutionorganized under the laws of the PRC, Hong Kong, Singapore or anywhere the Company orany Restricted Subsidiary conducts business operations, and if held to maturity (which shallnot be more than one year), can be withdrawn at any time with no more than six months’notice.

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“Total Assets” means, as of any date, the total consolidated assets of the Company and itsRestricted Subsidiaries measured in accordance with GAAP as of the last day of the most recent fiscalquarter for which consolidated financial statements of the Company (which the Company shall use itsbest efforts to compile in a timely manner) are available (which may be internal consolidated financialstatements); provided that with respect to clause (b)(7) of “– Certain Covenants – Limitation onIndebtedness and Preferred Stock” covenant and the definition of “Permitted Subsidiary Indebtedness”,Total Assets shall be calculated after giving pro forma effect to include the cumulative value of all ofthe real or personal property or equipment the acquisition, development, construction or improvementof which requires or required the Incurrence of Indebtedness and calculation of Total Assets thereunder,as measured by the (i) purchase price or cost therefor or (ii) budgeted cost provided in good faith bythe Company or any of its Restricted Subsidiaries to the bank or other similar financial institutionallender providing such Indebtedness; provided further, that with respect to provisions under the caption“– The Subsidiary Guarantees and JV Subsidiary Guarantees”, any assets of any Exempted Subsidiaryor any Listed Subsidiary under clause (ii) of the definition of Exempted Subsidiary or Listed Subsidiaryshall be excluded for purposes of this calculation.

“Trade Payables” means, with respect to any Person, any accounts payable or any otherindebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Personor any of its Subsidiaries arising in the ordinary course of business in connection with the acquisitionof goods or services.

“Transaction Date” means, with respect to the Incurrence of any Indebtedness, the date suchIndebtedness is to be Incurred and, with respect to any Restricted Payment, the date such RestrictedPayment is to be made.

“Trust Company Investor” means an Independent Third Party that is a financial institution or aninsurance company organized under the laws of the PRC, or an Affiliate thereof, that Invests in anyCapital Stock of a PRC Restricted Subsidiary.

“Unrestricted Subsidiary” means any Subsidiary of the Company that at the time of determinationshall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided in theIndenture and any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means securities that are (1) direct obligations of the UnitedStates of America for the payment of which its full faith and credit is pledged or (2) obligations of aPerson controlled or supervised by and acting as an agency or instrumentality of the United States ofAmerica the payment of which is unconditionally Guaranteed as a full faith and credit obligation by theUnited States of America, which, in either case, are not callable or redeemable at the option of theissuer thereof at any time prior to the Stated Maturity of the Notes, and shall also include a depositoryreceipt issued by a bank or trust company as custodian with respect to any such U.S. GovernmentObligation or a specific payment of interest on or principal of any such U.S. Government Obligationheld by such custodian for the account of the holder of a depository receipt; provided that (except asrequired by law) such custodian is not authorized to make any deduction from the amount payable tothe holder of such depository receipt from any amount received by the custodian in respect of the U.S.Government Obligation or the specific payment of interest on or principal of the U.S. GovernmentObligation evidenced by such depository receipt.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarilyhaving the power to vote for the election of directors, managers or other voting members of thegoverning body of such Person.

“Wholly Owned” means, with respect to any Subsidiary of any Person, the ownership of all of theoutstanding Capital Stock of such Subsidiary (other than any director’s qualifying shares or Investmentsby foreign nationals mandated by applicable law) by such Person or one or more Wholly OwnedSubsidiaries of such Person; provided that Subsidiaries that are PRC CJVs shall not be consideredWholly Owned Subsidiaries unless such Person or one or more Wholly Owned Subsidiaries of suchPerson is entitled to 95% or more of the economic benefits distributable by such Subsidiary.

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TAXATION

The following summary of certain Cayman Islands, British Virgin Islands, Hong Kong and PRCtax consequences of the purchase, ownership and disposition of Notes is based upon applicable laws,regulations, rulings and decisions in effect as at the date of this offering memorandum, all of which aresubject to change (possibly with retroactive effect). This discussion does not purport to be acomprehensive description of all the tax considerations that may be relevant to a decision to purchase,own or dispose of the Notes and does not purport to deal with consequences applicable to all categoriesof investors, some of which may be subject to special rules. Persons considering the purchase of Notesshould consult their own tax advisors concerning the tax consequences of the purchase, ownership anddisposition of Notes.

Cayman Islands

Pursuant to section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, theCompany has obtained an undertaking from the Governor in Cabinet:

(a) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profitsor income or gains or appreciation shall apply to the Company or its operations; and

(b) that no tax is levied on profits, income gains or appreciations or which is in the nature ofestate duty or inheritance tax shall be payable by the Company:

(i) on or in respect of the shares, debentures or other obligations of the Company; or

(ii) by way of withholding in whole or in part of any relevant payment as defined inSection 6(3) of the Tax Concession Law (2018 Revision).

The undertaking is for a period of 20 years from March 13, 2007.

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits,income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty.There are no other taxes likely to be material to the Company or non-resident holders of the Noteslevied by the government of the Cayman Islands, save for certain stamp duties which may be applicableon certain instruments executed in or brought within the jurisdiction of the Cayman Islands. TheCayman Islands are a party to a double tax treaty entered into with the United Kingdom in 2010 butotherwise is not a party to any double taxation treaties.

British Virgin Islands

There is no income or other tax of the British Virgin Islands imposed by withholding or otherwiseon any payment to be made to or by us or any of the Subsidiary Guarantors pursuant to the Notes orthe Subsidiary Guarantees.

Hong Kong

Withholding Tax

No withholding tax is payable in Hong Kong in respect of payments of principal or interest on theNotes or in respect of any capital gains arising from the sale of the Notes.

Profits Tax

Hong Kong profits tax is chargeable on every person carrying on a trade, profession or businessin Hong Kong in respect of profits arising in or derived from Hong Kong from such trade, professionor business (excluding profits arising from the sale of capital assets).

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Interest on the Notes may be deemed to be profits arising in or derived from Hong Kong from atrade, profession or business carried on in Hong Kong in the following circumstances:

(a) interest on the Notes is derived from Hong Kong and is received by or accrues to acorporation carrying on a trade, profession or business in Hong Kong;

(b) interest on the Notes is derived from Hong Kong and is received by or accrues to a person,other than a corporation, carrying on a trade, profession or business in Hong Kong and is inrespect of the funds of that trade, profession or business;

(c) interest on the Notes is received by or accrues to a financial institution (as defined in theInland Revenue Ordinance (Cap. 112) of Hong Kong (the “IRO”)) and arises through orfrom the carrying on by the financial institution of its business in Hong Kong; or

interest on the Notes is received by or accrues to a corporation, other than a financial institution, andarises through or from the carrying on in Hong Kong by the corporation of its intra-group financingbusiness (within the meaning of section 16(3) of the IRO).

Sums received by or accrued to a financial institution as gains or profits arising through or fromthe carrying on by the financial institution of its business in Hong Kong from the sale, disposal andredemption of Notes will be subject to Hong Kong profits tax. Sums received by or accrued to acorporation, other than a financial institution, by way of gains or profits arising through or from thecarrying on in Hong Kong by the corporation of its intra-group financing business (within the meaningof section 16(3) of the IRO) from the sale, disposal or other redemption of Notes will be subject toHong Kong profits tax.

Sums derived from the sale, disposal or redemption of Notes will be subject to Hong Kong profitstax where received by or accrued to a person, other than a financial institution, from the carrying on ofa trade, profession or business in Hong Kong and the sum has a Hong Kong source unless otherwiseexempted. The source of such sums will generally depend on the manner in which the Notes areacquired and disposed of.

In certain circumstances, Hong Kong profits tax exemptions (such as concessionary tax rates) maybe available. Investors are advised to consult their own tax advisors to ascertain the applicability of anyexemptions to their individual position.

Stamp Duty

No Hong Kong stamp duty will be chargeable upon the issue or transfer of a Note.

PRC

Enterprise Income Tax

Under the PRC EIT Law（《中華人民共和國企業所得稅法》）, which was effective from January 1,2008 and was revised on February 24, 2017 and December 29, 2018, and its implementationregulations, domestic enterprises and foreign owned enterprises are subject to the same EIT rate of25%.

Moreover, under the EIT Law, enterprises organized under the laws of jurisdictions outside Chinawith their “de facto management bodies” located within China are considered as PRC residententerprises and therefore generally subject to PRC EIT at the rate of 25% on their worldwide income.Under the implementation regulations for the EIT law, “de facto management body” is defined as thebody that exercises full and substantial control and management over the production, business,personnel, accounts and properties of an enterprise. In the event that the Issuer is treated as a PRCresident enterprise, it would be subject to the PRC enterprise income tax at the rate of 25% on itsworldwide taxable income. In the event that the Issuer is treated as a non-resident enterprise and it doesnot have an establishment or place of business within the PRC, it should be subject to PRC enterpriseincome tax for income derived from or accrued in the PRC, at the tax rate of 10%. If it has an

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establishment or place of business within the PRC while the income derived from or accruing in thePRC does not have a de facto relationship with that establishment or place of business, the tax rate of10% shall also apply.

Withholding Tax

In the event that the Issuer is deemed to be a PRC resident enterprise by the PRC tax authorities,the interest received by non-PRC resident holders of the Notes may be regarded as PRC-sourced, andthus the Issuer may be required to withhold income tax from the payments of interest in respect of theNotes to any non-PRC resident holder, and the gain realized by non-PRC resident holders of the Notesfrom the disposition of the Notes may also be treated as PRC-sourced and subject to PRC withholdingtax. The tax rate is generally 10% for non-PRC resident enterprise holders of the Notes and 20% in thecase of non-PRC resident individual holders of the Notes, subject to the provisions of any applicableincome tax treaty. In addition, as the Parent Guarantor is a PRC resident enterprise, in the event thatthe Parent Guarantor is required to discharge its obligations under the Parent Guarantee, the ParentGuarantor may be obliged to withhold PRC enterprise income tax at the rate up to 10% and the PRCindividual income tax at a rate of up to 20%, subject to the application of any relevant income taxtreaty that the PRC has entered into, on the payments of interest made by it under the Parent Guaranteeto non-PRC resident enterprise holders or non-PRC resident individual holders as such interest paymentobligations will be regarded as being derived from sources within the PRC. And any gain a holder mayrealize from the transfer of the Notes, may be treated as income derived from sources within the PRCand may be subject to PRC withholding tax at a rate up to 10% in the case of a non-PRC residententerprise holder and 20% in the case of a non-PRC resident individual holder (in each case unless anapplicable treaty provides otherwise). To the extent that the PRC has entered into arrangements relatingto the avoidance of double-taxation with any jurisdiction, such as Hong Kong, that allow a lower rateof withholding tax, such lower rate may apply to qualified non-PRC resident holders of the Notes.Nevertheless, repayment of the principal will not be subject to PRC withholding tax.

Value-Added Tax

On March 23, 2016, the Ministry of Finance and the State Administration of Taxation promulgatedthe Circular of Taxation on Implementing the Pilot Program of Replacing Business Tax withValue-Added Tax in an All-round Manner（《《財政部、國家稅務總局關於全面推開營業稅改徵增值稅試點的通知》》）(“Circular 36”), which stipulates that value added tax (“VAT”) will be applicable where theentities or individuals provide financial services, such as providing the loans within the PRC. Theservices are treated as being sold within the PRC where either the service provider or the servicerecipient is located in the PRC. It is further clarified under Circular 36 that “loans” refer to the activityof lending capital for another’s use and receiving the interest income thereon. Based on the definitionof “loans” under Circular 36, the issuance of the Notes is likely to be treated as the holders of theNotes providing “loans” to the Issuer, which will therefore be regarded as financial services for VATpurposes. In the event the Issuer is deemed to be a PRC resident enterprise in the PRC by the PRC taxauthorities, the holders of the Notes may be regarded as providing financial services within the PRCand consequently, the amount of interest payable by the Issuer to any non-resident holders of the Notesmay be subject to withholding VAT at the rate of 6% plus related local surcharges. It is uncertainwhether VAT is applicable to any transfer of the Notes between entities or individuals outside the PRC,but VAT shall be applicable if either the seller or buyer of Notes is located inside the PRC. However,please note that individuals (including non-resident individuals) are exempt from VAT for transfer offinancial products. If VAT is exempted, local surcharges shall also be exempted.

For the redemption or repurchase of Notes by the Issuer (if it is deemed to be a PRC residententerprise in the PRC by the PRC tax authorities) or the Guarantor, the holders of the Notes may besubject to PRC income taxes and PRC VAT plus the related surcharges (non-PRC resident individualsmay be exempted from VAT (as well local surcharges) if the redemption is deemed as transfer offinancial products or if the interest amount received by such non-PRC resident individuals is belowcertain threshold of imposing VAT depending on whether relevant payment would be regarded asincluding interest or capital gains (tax treaties may provide preferential treatments if certain criteria aresatisfied). Since Circular 36 together with other laws and regulations pertaining to VAT reform arerelatively new, the interpretation and enforcement of such laws and regulations involve uncertainties.

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Stamp Duty

No PRC stamp duty will be imposed on non-PRC resident holders of the Notes either upon theissuance of the Notes or upon a subsequent transfer of the Notes to the extent that the register ofholders of the Notes is maintained outside the PRC and the issuance and the sale of the Notes is madeoutside of the PRC, relevant contracts are signed outside the PRC and their governing law is not PRClaw.

Land Appreciation Tax

Under the Provisional Regulations of the PRC on Land Appreciation Tax（《中華人民共和國土地增值稅暫行條例）of 1994 as amended in 2011 and its implementing rules of 1995, the LAT applies to bothdomestic and foreign investors in real properties in mainland China, irrespective of whether they arecorporate entities or individuals. The tax is payable by a taxpayer on the appreciation value derivedfrom the transfer of land use rights, buildings or other facilities on such land, after deducting certain“deductible items” that include the following:

(i) payment made to acquire land use rights;

(ii) costs and charges incurred in connection with land development;

(iii) construction costs and charges in the case of newly constructed buildings and facilities;

(iv) assessed value in the case of old buildings and facilities;

(v) taxes paid or payable in connection with the transfer of land use rights, buildings or otherfacilities on such land; and

(vi) other items allowed by the Ministry of Finance.

LAT shall be subject to a regime of four level progressive rates: 30% on the appreciation amountnot exceeding 50% of the sum of deductible items; 40% on the appreciation amount exceeding 50% butnot exceeding 100% of the sum of deductible items; 50% on the appreciation amount exceeding 100%but not exceeding 200% of the sum of deductible items; and 60% on the appreciation amount exceeding200% of the sum of deductible items.

On December 28, 2006, the State Bureau of Taxation promulgated the Notice of the StateAdministration of Taxation on the relevant Issues Concerning the Settlement Management of LandAppreciation Tax on Real Estate Enterprises（《國家稅務總局關於房地產開發企業土地增值稅清算管理有關問題的通知》）, effective beginning February 1, 2007 and amended on June 15, 2018. According to theNotice, the LAT assessment amount shall be derived from the entire value of the real estatedevelopment project if the project was approved by the relevant authority as a unit; and for a projectdeveloped in stages, the LAT assessment amount shall be derived from the value of each individualstage of the project.

A taxpayer should pay or settle the LAT if one of the following circumstances occurs:

(i) a construction project has been completed and its commodity houses sold;

(ii) an uncompleted real estate development project is transferred; or

(iii) a direct transfer a land use right.

The tax authority may require the taxpayer to pay or settle the LAT in one of the followingcircumstances:

(i) the floor area of the real estate sold is in excess of 85% of the saleable GFA of the entireproject or, if the proportion is less than 85%, the residual saleable floor area has been leasedout or is held for self-use;

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(ii) the pre-sale permit has been held for three years, but the commodity houses of the projectstill have not been sold;

(iii) the taxpayer applies for cancellation of tax registration but has yet to carry out theprocedures for the LAT settlement; or

(iv) other circumstances provided by tax authorities at the provincial level.

On May 25, 2010, the State Administration of Taxation promulgated the Notice on Strengtheningthe Levy and Administration of Land Appreciation Tax（《國家稅務總局關於加強土地增值稅徵管工作的通知》）to impose further requirements on the collection of LAT. This notice provides that, except forsocial security housing, the minimum LAT prepayment rate shall be no less than 2% for properties inEast China, no less than 1.5% for properties in Central or Northeast China and no less than 1% forproperties in West China. The LAT prepayment rate shall be determined by the local authorities basedon different property types in the locality.

Urban Land Use Tax

Pursuant to the Provisional Regulations of the PRC on Urban Land Use Tax（《中華人民共和國城鎮土地使用稅暫行條例》）promulgated by the State Council in September 1988, urban land use tax is leviedaccording to the area of the urban land plot and the annual tax rate on urban land was set at betweenRMB0.2 and RMB10 per m2. On December 31, 2006, the Provisional Regulations of the PRC on UrbanLand Use Tax were amended by the State Council. As at January 1, 2007, on the basis of the amendedregulations, the urban land use tax is charged three times higher than the previous rate and foreigninvested enterprises are no longer exempt. On December 7, 2013 and March 2, 2019, the Article 7 ofProvisional Regulations of the PRC on Urban Land Use Tax was amended by State Council. As at July12, 2013, taxpayers really have difficulties in paying land use tax and need to be granted regular taxreductions or exemptions, the matter concerned shall be subject to the approval of the local taxauthorities at the county level or above.

Deed Tax

Under the PRC Provisional Regulations on Deed Tax（《中華人民共和國契稅暫行條例》）of 2019, adeed tax is chargeable to transferees of land use rights and/or ownership in real properties within theterritory of China. The deed tax rate is from 3% to 5% subject to determination by local governmentsat the provincial level in light of local conditions.

Real Estate Tax

Under the Provisional Regulations of the PRC on Real Estate Tax（《中華人民共和國房產稅暫行條例》）promulgated by the State Council in September 1986 and amended in January 2011, real estate taxapplicable to domestic enterprises is 1.2% if it is calculated on the basis of the residual value of abuilding and 12% if it is calculated on the basis of the value of a rental lease.

Municipal Maintenance Tax

Under the Interim Regulations of the People’s Republic of China on Municipal Maintenance andConstruction Tax（《中華人民共和國城市維護建設稅暫行條例》）enacted by the State Council on February 8,1985 and amended in January 2011, any taxpayer, whether an entity or individual, of consumption tax,value-added tax or business tax shall be required to pay municipal maintenance tax. The tax rate shallbe 7% for a taxpayer whose domicile is in an urban area, 5% for a taxpayer whose domicile is in acounty and a town, and 1% for a taxpayer whose domicile is not in any urban area or county or town.

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Education Surcharge

Under the Interim Provisions on Imposition of Education Surcharge（《徵收教育費附加的暫行規定》）enacted by the State Council on April 28, 1986 and revised on June 7, 1990 and August 20, 2005 andJanuary 8, 2011, a taxpayer, whether an entity or individual, of consumption tax, value-added tax orbusiness tax shall pay an education surcharge, unless such obliged taxpayer is instead required to pay arural area education surcharge as provided by the Notice of the State Council on Raising Funds forSchools in Rural Areas（《國務院關於籌措農村學校辦學經費的通知》）.

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PLAN OF DISTRIBUTION

Merrill Lynch (Asia Pacific) Limited, China CITIC Bank International Limited, ChinaInternational Capital Corporation Hong Kong Securities Limited, Credit Suisse (Hong Kong) Limited,Deutsche Bank AG, Singapore Branch, Guotai Junan Securities (Hong Kong) Limited, HaitongInternational Securities Company Limited, Morgan Stanley & Co. International plc, Oversea-ChineseBanking Corporation Limited and UBS AG Hong Kong Branch are the initial purchasers (the “InitialPurchasers”) to this offering and are acting as the Joint Global Coordinators, Joint Bookrunners andJoint Lead Managers to this offering. Under the terms and subject to the conditions contained in apurchase agreement dated , 2020 (the “Purchase Agreement”), the Initial Purchasers have,severally and not jointly, agreed to purchase from us, and we have agreed to sell to the InitialPurchasers, US$ in aggregate principal amount of the Notes set forth opposite the InitialPurchaser’s Name.

Initial Purchaser

PrincipalAmount of

Notes

Merrill Lynch (Asia Pacific) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$China CITIC Bank International Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$China International Capital Corporation Hong Kong Securities Limited. . . . . . . . . . . US$Credit Suisse (Hong Kong) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$Deutsche Bank AG, Singapore Branch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$Guotai Junan Securities (Hong Kong) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$Haitong International Securities Company Limited . . . . . . . . . . . . . . . . . . . . . . . . . US$Morgan Stanley & Co. International plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$Oversea-Chinese Banking Corporation Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$UBS AG Hong Kong Branch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$

The Purchase Agreement provides that the obligations of the Initial Purchasers to purchase theNotes are subject to the approval of certain legal matters by counsel and certain other conditions.

The Initial Purchasers initially propose to offer part of the Notes directly to investors at the issueprice set forth on the cover page of this offering memorandum. The price at which the Notes areoffered may be changed at any time without notice. The purchase agreement provides that the Companywill pay the Initial Purchasers a customary commission. In addition, we have agreed with the InitialPurchasers that certain private banks will be paid a commission in connection with the purchase of theNotes by its private bank clients.

We have agreed that, during the period beginning on the date hereof to the date on which theNotes are issued, (both dates inclusive), we and our Subsidiary Guarantors will not, without the priorwritten consent of the Initial Purchasers, offer, sell, contract to sell or otherwise dispose of, except asprovided hereunder, any debt securities issued or guaranteed by us or our Subsidiary Guarantors thatare substantially similar to the Notes outside of the PRC.

We and the Subsidiary Guarantors have agreed to indemnify the Initial Purchasers against certainliabilities, including liabilities under the Securities Act, and to contribute to payments which the InitialPurchasers may be required to make in respect thereof.

In connection with the offering, any one of the Initial Purchasers appointed and acting in theircapacity as stabilizing managers or any person acting for them (the “Stabilizing Managers”), mayengage in over-allotment, stabilizing transactions, syndicate covering transactions and penalty bids tothe extent permitted by applicable laws and regulations. Over-allotment involves sales in excess of theoffering size, which creates a short position. Stabilizing transactions permit bids to purchase theunderlying security so long as the stabilizing bids do not exceed a specified maximum. Coveringtransactions involve purchase of the Notes in the open market after the distribution has been completedin order to cover short positions. Penalty bids permit the Stabilizing Managers to reclaim a sellingconcession from a dealer when the Notes originally sold by such dealer are purchased in a stabilizing

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transaction or a covering transaction to cover short positions. Neither we nor the Initial Purchasersmake any representation or prediction as to the direction or magnitude of any effect that thetransactions described above may have on the price of the Notes. In addition, neither we nor the InitialPurchasers make any representation that the Stabilizing Managers will engage in these transactions orthat these transactions, once commenced, will not be discontinued without notice.

Application will be made for the listing of and quotation for the Notes on the Official List of theSGX-ST. However, we cannot assure you that the prices at which the Notes will sell in the market afterthis offering will not be lower than the initial offering price or that there will be an active tradingmarket for the Notes. We have been advised that the Initial Purchasers presently intend to make, orcontinue to make, a market in the Notes, as permitted by applicable laws and regulations. The InitialPurchasers are not obligated, however, to make a market in the Notes, and any such market-makingmay be discontinued at any time without prior notice at the sole discretion of the Initial Purchasers.Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Notes.

The Initial Purchasers and their affiliates have in the past engaged, and may in the future engage,in transactions with and perform services, including financial advisory and investment banking servicesand other commercial dealings, for us and our affiliates in the ordinary course of business. We mayenter into hedging or other derivative transactions as part of our risk management strategy with one ormore of the Initial Purchasers or their affiliates, which may include transactions relating to ourobligations under the Notes. Our obligations under these transactions may be secured by cash or othercollateral. In addition, the Initial Purchasers or any of their affiliates may acquire for its own account aportion of the Notes. The Initial Purchasers and their affiliates may purchase the Notes and be allocatedNotes for asset management and/or proprietary purposes but not with a view to distribution.Accordingly, references herein to the Notes being offered should be read as including any offering ofthe Notes to the Initial Purchasers and/or their affiliates, or affiliates of the Company or the SubsidiaryGuarantors, for their own account. In the ordinary course of their various business activities, the InitialPurchasers and their affiliates may make or hold a broad array of investments and actively trade debtand equity securities (or related derivative securities) and financial instruments (including bank loans)for their own account and for the accounts of their customers and may at any time hold long and shortpositions in such securities and instruments. Such investment and securities activities may involvesecurities and instruments of the Company. Such persons are not expected to disclose the extent of anysuch investment or transactions otherwise than in accordance with any legal or regulatory obligation todo so. Furthermore, it is possible that only a limited number of investors may subscribe for asignificant proportion of the Notes. If this is the case, liquidity of trading in the Notes may beconstrained (see “Risk Factors – Risks Relating to the Notes – A trading market for the Notes may notdevelop, and there are restrictions on resales of the Notes”). The Company, the Subsidiary Guarantorsand the Initial Purchasers are under no obligation to disclose the extent of the distribution of the Notesamongst individual investors.

Selling Restrictions

General

No action has been taken or will be taken by us or the Initial Purchasers that would permit apublic offering of the Notes or possession or distribution of this offering memorandum or anyamendment thereof, any supplement thereto or any other offering material relating to the Notes in anyjurisdiction where, or in any other circumstance in which, action for those purposes is required.

United States

The Notes and the Subsidiary Guarantees have not been and will not be registered under theSecurities Act and may not be offered or sold within the United States except pursuant to an exceptionfrom, or in a transaction not subject to, the registration requirements of the Securities Act.

The Notes and the Subsidiary Guarantees are being offered and sold only outside the UnitedStates in offshore transactions in reliance on Regulation S under the Securities Act.

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Furthermore, until 40 days after the commencement of the offering of the Notes, an offer or saleof the Notes within the United States by a dealer, whether or not participating in this offering, mayviolate the registration requirements of the Securities Act.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) ofAustralia (the “Corporations Act”) in relation to the Notes has been, or will be, lodged with theAustralian Securities and Investments Commission (“ASIC”) or the Australian Securities Exchangeoperated by ASX Limited (“ASX”). Each of the Initial Purchasers has represented and agreed that inconnection with the distribution of the Notes, it:

(a) must not make any offer or invitation in Australia or which is received in Australia inrelation to the issue, sale or purchase of any Notes unless the offeree or invitee is requiredto pay at least AUD500,000 for the Notes or its foreign currency equivalent (in either casedisregarding amounts, if any, lent by us or any other person offering the notes or itsassociates (within the meaning of those expressions in Part 6D.2 of the Corporations Act, orit is otherwise an offer or invitation in respect of which, by virtue of section 708 of theCorporations Act, no disclosure is required to be made under Part 6D.2 of the CorporationsAct and provided that in any case the offeree or invitee is not a retail client (within themeaning of section 761G or section 761GA of the Corporations Act); and

(b) has not circulated or issued and must not circulate or issue this offering memorandumprospectus or any disclosure document relating to the notes in Australia or which is receivedin Australia which requires lodging under Division 5 of Part 6D.2 or under Part 7.7 of theCorporations Act or would otherwise require any document to be lodged with ASIC or theASX or any other regulatory authority in Australia.

European Economic Area

Each Initial Purchaser has represented and agreed that it has not offered, sold or otherwise madeavailable and will not offer, sell or otherwise make available any Notes to any retail investor in theEuropean Economic Area or in the United Kingdom. For the purposes of this provision:

a) the expression ‘‘retail investor’’ means a person who is one (or more) of the following:

i. a retail client as defined in point (11) of Article 4(1) of MiFID II; or

ii. a customer within the meaning of Directive (EU) 2016/97 (the ‘‘Insurance DistributionDirective’’), where that customer would not qualify as a professional client as definedin point (10) of Article 4(1) of MiFID II.

b) the expression ‘‘offer’’ includes the communication in any form and by any means ofsufficient information on the terms of the offer and the Notes to be offered so as to enablean investor todecide to purchase or subscribe for the Notes.

PRIIPs Regulation/Prospectus Directive/Prohibition of sales to EEA and UK retail investors

The securities are not intended to be offered, sold or otherwise made available to and should notbe offered, sold or otherwise made available to any retail investor in the EEA or in the UK. For thesepurposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point(11) of Article 4(11) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within themeaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where thatcustomer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,the “PRIIPs Regulation”) for offering or selling the securities or otherwise making them available toretail investors in the EEA or in the UK has been prepared and therefore offering or selling thesecurities or otherwise making them available to any retail investor in the EEA or in the UK may beunlawful under the PRIIPs Regulation.

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MiFID II product governance/Professional investors and ECPs only target market

Solely for the purposes of any EU manufacturer’s product approval process, the target marketassessment in respect of the securities has led to the conclusion that: (i) the target market for thesecurities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii)all channels for distribution of the securities to eligible counterparties and professional clients areappropriate. Any person subsequently offering, selling or recommending the securities (a “distributor”)should take into consideration the EU manufacturer’s target market assessment; however, a distributorsubject to MiFID II is responsible for undertaking its own target market assessment in respect of thesecurities (by either adopting or refining the EU manufacturer’s target market assessment) anddetermining appropriate distribution channels.

United Kingdom

Each Initial Purchaser has represented, warranted and agreed that:

� (i) it is a person whose ordinary activities involve it in acquiring, holding, managing ordisposing of investments (as principal or agent) for the purposes of its business and (ii) ithas not offered or sold and will not offer or sell the Notes other than to persons whoseordinary activities involve them in acquiring, holding, managing or disposing of investments(as principal or as agent) for the purposes of their businesses or who it is reasonable toexpect will acquire, hold, manage or dispose of investments (as principal or agent) for thepurposes of their businesses where the issue of the Notes would otherwise constitute acontravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”)by the Company;

� it has only communicated or caused to be communicated and will only communicate orcause to be communicated any invitation or inducement to engage in investment activity(within the meaning of Section 21 of the FSMA) received by it in connection with the issueor sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply tothe Company or the Subsidiary Guarantors; and

� it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to the Notes in, from or otherwise involving the UnitedKingdom.

Singapore

This offering memorandum has not been and will not be registered as a prospectus with theMonetary Authority of Singapore. Accordingly, the Notes may not be offered or sold or caused to bemade the subject of an invitation for subscription or purchase, and this offering memorandum or anyother document or material in connection with the offer or sale, or invitation for subscription orpurchase, of such Notes may not be circulated or distributed, whether directly or indirectly, to personsin Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities andFutures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”))pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA)pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with theconditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance withthe conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant personwhich is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) thesole business of which is to hold investments and the entire share capital of which is ownedby one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to holdinvestments and each beneficiary of the trust is an individual who is an accredited investor,

– 312 –

securities or securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of thatcorporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not betransferred within six months after that corporation or that trust has acquired the Notes pursuant to anoffer made under Section 275 of the SFA, except:

(i) to an institutional investor or to a relevant person, or to any person arising from an offerreferred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law;

(iv) as specified in Section 276(7) of the SFA; or

(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments)(Securities and Securities-based Derivatives Contracts) Regulations 2018.

Singapore SFA Product Classification: In connection with Section 309B of the SFA and the CMPRegulations 2018, the Company has determined, and hereby notifies all relevant persons (as defined inSection 309(A)(1) of the SFA), that the Notes are “prescribed capital markets products” (as defined inthe CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12:Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations onInvestment Products).

Hong Kong

The Notes have not been and will not be offered or sold in Hong Kong, by means of anydocument, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance(“SFO”) and any rules made thereunder; or (ii) in other circumstances which do not result in thedocument being a “prospectus” as defined in the Companies (Winding Up and MiscellaneousProvisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public withinthe meaning of that Ordinance. No advertisement, invitation or document relating to the Notes has beenor will be issued or held in possession of any person for the purposes of issue, whether in Hong Kongor elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, thepublic in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other thanwith respect to Notes which are or are intended to be disposed of only to persons outside Hong Kongor only to “professional investors” as defined in the SFO and any rules made thereunder.

– 313 –

Japan

The Notes have not been and will not be registered under the Financial Instruments and ExchangeLaw of Japan (as amended) (the “Financial Instruments and Exchange Law”), and disclosure under theFinancial Instruments and Exchange Law has not been made with respect to the Notes. Accordingly, theNotes have not and will not, directly or indirectly, be offered or sold in Japan or to, or for the benefitof, any resident of Japan (which term as used herein means any person resident in Japan, including anycorporation or other entity organized under the laws of Japan), or to others for re-offering or resale,directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to anexemption from the registration requirements of, and otherwise in compliance with, the FinancialInstruments and Exchange Law and other applicable laws and regulations of Japan.

PRC

The Initial Purchasers have acknowledged that this offering memorandum does not constitute apublic offer of the Notes, whether by way of sale or subscription, in the PRC. Each of the InitialPurchasers has severally represented and agreed that, except to the extent consistent with applicablelaws and regulations in the PRC, the Notes are not being offered and may not be offered or sold,directly or indirectly, in the PRC to or for the benefit of legal or natural persons of the PRC. Accordingto the laws and regulatory requirements in the PRC, with the exception to the extent consistent withapplicable laws and regulations in the PRC, the Notes may, subject to the laws and regulations of therelevant jurisdictions, only be offered or sold to non-PRC natural or legal persons in any country otherthan the PRC.

Cayman Islands

No offer or invitation may be made to the public in the Cayman Islands to subscribe for theNotes. The Notes have not been and will not be offered or sold in the Cayman Islands.

British Virgin Islands

No offer or invitation may be made to the public in the British Virgin Islands to subscribe for anyof the Notes. The Notes have not been and will not be offered or sold in the British Virgin Islands.

– 314 –

TRANSFER RESTRICTIONS

Because of the following restrictions, purchasers are advised to consult their legal counsel priorto making any offer, sale, resale, charge or other transfer of the Notes.

The Notes are subject to restrictions on transfer as summarized below. By purchasing the Notes,including the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) (together, the“Securities”), you will be deemed to have made the following acknowledgements, representations to,and agreements with, us and the Initial Purchasers:

1. You understand and acknowledge that:

� the Securities have not been registered under the Securities Act or any other applicablesecurities laws;

� the Securities are being offered for resale in transactions that do not requireregistration under the Securities Act or any other securities laws;

� the Securities are being offered and sold only outside of the United States in offshoretransactions in reliance on Rule 903 of Regulation S under the Securities Act; and

� unless so registered, the Securities may not be sold or otherwise transferred exceptunder an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act or any other applicable securities laws.

2. You represent that you are not an affiliate (as defined in Rule 144 under the Securities Act)of ours, that you are not acting on our behalf, other than a distributor, and that you arepurchasing the Securities in an offshore transaction in accordance with Regulation S.

3. You acknowledge that neither we nor the Initial Purchasers nor any person representing usor the Initial Purchasers have made any representation to you with respect to us or theoffering of the Securities, other than the information contained in this offering memorandum.You represent that you are relying only on this offering memorandum in making yourinvestment decision with respect to the Securities. You agree that you have had access tosuch financial and other information concerning us and the Securities as you have deemednecessary in connection with your decision to purchase the Securities, including anopportunity to ask questions of and request information from us.

4. You represent that you are purchasing the Securities for your own account, or for one ormore investor accounts for which you are acting as a fiduciary or agent, in each case notwith a view to, or for offer or sale in connection with, any distribution of the Securities inviolation of the Securities Act.

5. You acknowledge that we, the Initial Purchasers, the Transfer Agent and others will relyupon the truth and accuracy of the above acknowledgments, representations and agreements.You agree that if any of the acknowledgments, representations or agreements you aredeemed to have made by your purchase of the Securities is no longer accurate, you willpromptly notify us, the Transfer Agent and the Initial Purchaser. If you are purchasing anySecurities as a fiduciary or agent for one or more investor accounts, you represent that youhave sole investment discretion with respect to each of those accounts and that you have fullpower to make the above acknowledgments, representations and agreements on behalf ofeach account.

– 315 –

RATINGS

The Notes are expected to be rated “BB” by Fitch and “BB+” by Lianhe Global. The ratingsreflect the rating agencies’ assessment of the likelihood of timely payment of the principal of andinterest on the Notes. The ratings do not address the payment of any Additional Amounts and do notconstitute recommendations to purchase, hold or sell the New Notes inasmuch as such ratings do notcomment as to market price or suitability for a particular investor. In addition, we have been assigned acorporate credit rating of “BB” with a stable outlook by Fitch, “B1” with a positive outlook byMoody’s, “B+” with a positive outlook by S&P and “BB+” with a stable outlook by Lianhe Global. Wecannot assure you that the ratings or their outlook will remain in effect for any given period or that theratings or their outlook will not be revised by such rating agencies in the future if, in their judgment,circumstances so warrant. Each such rating or outlook should be evaluated independently of any otherrating or outlook on the Notes, on other of our securities, or on us.

– 316 –

LEGAL MATTERS

Certain legal matters with respect to the Notes will be passed upon for us by Conyers Dill &Pearman as to matters of Cayman Islands law, Conyers Dill & Pearman as to matters of British VirginIslands law, Linklaters as to matters of Hong Kong law and United States federal and New York lawand (Guangxin Junda) ETR Law Firm as to matters of PRC law. Certain legal matters will be passedupon for the Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers by Norton RoseFulbright Hong Kong as to matters of United States federal and New York law and Haiwen & Partnersas to matters of PRC law.

– 317 –

INDEPENDENT ACCOUNTANTS

The consolidated financial statements of China Aoyuan Group Limited as at and for each of thefiscal years ended December 31, 2017, 2018 and 2019 included in this offering memorandum have beenaudited by Deloitte Touche Tohmatsu, certified public accountants, as stated in their reports appearingherein.

The unaudited condensed consolidated financial statements of China Aoyuan Group Limited as atand for the six months ended June 30, 2020 included in this offering memorandum has been reviewedby Deloitte Touche Tohmatsu, certified public accountants, as stated in their reports appearing herein.

– 318 –

GENERAL INFORMATION

Consents

We have obtained all necessary consents, approvals and authorizations in the Cayman Islands, theBritish Virgin Islands and Hong Kong in connection with the issue and performance of the Notes andthe Subsidiary Guarantees and the pledge of the Collateral. The entering into of the Indenturegoverning the Notes, the issue of the Notes and the entering into of the Security Documents have beenauthorized by a resolution passed by our Board’s meeting held on November 10, 2020.

Litigation

Save as disclosed in this offering memorandum, there are no legal or arbitration proceedingsagainst or affecting us, any of our subsidiaries or any of our assets, nor are we aware of any pending orthreatened proceedings, which are or might be material in the context of this issue of the Notes or theSubsidiary Guarantees.

No material adverse change

Save as disclosed in this offering memorandum, there has been no adverse change, or anydevelopment reasonably likely to involve an adverse change, in the condition (financial or otherwise) ofour general affairs since June 30, 2020 that is material in the context of the issue of the Notes.

Documents available

For so long as any of the Notes are outstanding, copies of the Indenture governing the Notes willbe available free of charge during normal business hours on any weekday (except public holidays) atthe specified offices of the Paying Agents.

For so long as any of the Notes are outstanding, copies of our audited financial statements for thelast two financial years, if any, may be obtained during normal business hours on any weekday (exceptpublic holidays) at the principal office of the Company.

Clearing system and settlement

The Notes have been accepted for clearance through the facilities of Euroclear and Clearstreamunder the Common Code number 225882223 and the International Securities Identification Number forthe Notes is XS2258822233.

Listing of the Notes

Application will be made to the SGX-ST for the listing of and quotation for the Notes on theOfficial List of the SGX-ST. For so long as the Notes are listed on the SGX-ST and the rules of theSGX-ST so require, the Notes, if traded on the SGX-ST, will be traded in a minimum board lot size ofS$200,000 (or its equivalent in foreign currencies). Accordingly, the Notes, if traded on the SGX-ST,will be traded in a minimum board lot size of US$200,000.

For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, weshall appoint and maintain a paying agent in Singapore, where the Notes may be presented orsurrendered for payment or redemption, in the event that the Global Note is exchanged for individualdefinitive notes.

In addition, in the event that the Global Note is exchanged for individual definitive notes, anannouncement of such exchange shall be made by us through the SGX-ST and such announcement willinclude all material information with respect to the delivery of the individual definitive notes, includingdetails of the paying agent in Singapore.

– 319 –

INDEX TO FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Financial Statements as at and for the six months ended June30, 2020

Report on Review of Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . F-2

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income forthe six months ended June 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Condensed Consolidated Statement of Financial Position at June 30, 2020 . . . . . . . . . . . . . . . . . F-5

Condensed Consolidated Statement of Changes in Equity forthe six months ended June 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

Condensed Consolidated Statement of Cash Flows forthe six months ended June 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10

Notes to the Condensed Consolidated Financial Statements forthe six months ended June 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13

Audited Consolidated Financial Statements as at and for the year ended December 31, 2019

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-60

Consolidated Statement of Profit or Loss and Other Comprehensive Income forthe year ended December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-70

Consolidated Statement of Financial Position at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . F-72

Consolidated Statement of Changes in Equity for the year ended December 31, 2019 . . . . . . . . . F-75

Consolidated Statement of Cash Flows for the year ended December 31, 2019 . . . . . . . . . . . . . . F-78

Notes to the Consolidated Financial Statements for the year ended December 31, 2019 . . . . . . . F-81

Audited Consolidated Financial Statements as at and for the year ended December 31, 2018

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-414

Consolidated Statement of Profit or Loss and Other Comprehensive Incomefor the year ended December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-424

Consolidated Statement of Financial Position at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . F-426

Consolidated Statement of Changes in Equity for the year ended December 31, 2018 . . . . . . . . . F-429

Consolidated Statement of Cash Flows for the year ended December 31, 2018 . . . . . . . . . . . . . . F-432

Notes to the Consolidated Financial Statements for the year ended December 31, 2018 . . . . . . . F-435

Audited Consolidated Financial Statements as at and for the year ended December 31, 2017

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-716

Consolidated Statement of Profit or Loss and Other Comprehensive Incomefor the year ended December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-726

Consolidated Statement of Financial Position at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . F-727

Consolidated Statement of Changes in Equity for the year ended December 31, 2017 . . . . . . . . . F-729

Consolidated Statement of Cash Flows for the year ended December 31, 2017 . . . . . . . . . . . . . . F-732

Notes to the Consolidated Financial Statements for the year ended December 31, 2017 . . . . . . . F-735

– F-1 –

– F-2 –

61 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表審閱報告Report on Review of Condensed Consolidated Financial Statements

TO THE BOARD OF DIRECTORS OF CHINA AOYUAN GROUP LIMITED

INTRODUCTION

We have reviewed the condensed consolidated financial statements

of China Aoyuan Group Limited (the “Company”) and its subsidiaries

(collectively referred to herein as “the Group”) set out on pages

63 to 118, which comprise the condensed consolidated statement

of financial position as of 30 June 2020 and the related condensed

consolidated statement of profit or loss and other comprehensive

income, statement of changes in equity and statement of cash

flows for the six-month period then ended, and certain explanatory

notes. The Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited require the preparation of a

report on interim financial information to be in compliance with the

relevant provisions thereof and International Accounting Standard 34

“Interim Financial Reporting”(“IAS 34”) issued by the International

Accounting Standards Board. The directors of the Company are

responsible for the preparation and presentation of these condensed

consolidated financial statements in accordance with IAS 34.

Our responsibility is to express a conclusion on these condensed

consolidated financial statements based on our review, and to report

our conclusion solely to you, as a body, in accordance with our

agreed terms of engagement, and for no other purpose. We do not

assume responsibility towards or accept liability to any other person

for the contents of this report.

致中國奧園集團股份有限公司董事會

引言

我們已審閱列載於第63頁至第118頁之中國奧園集團股份有限公司（「貴公司」）及其附屬公司（統稱為「貴集團」）簡明綜合財務報表，當中包括於二零二零年六月三十日之簡明綜合財務狀況表與截至該日止六個月期間之相關簡明綜合損益及其他全面收益表、權益變動表及現金流量表以及若干說明附註。香港聯合交易所有限公司證券上市規則規定，就中期財務資料編製之報告必須符合其有關條文以及國際會計準則委員會頒佈之國際會計準則第34號「中期財務報告」（「國際會計準則第34號」）之規定。　貴公司董事須負責根據國際會計準則第34號編製及呈報該等簡明綜合財務報表。我們的責任是根據我們的審閱對該等簡明綜合財務報表作出結論，並按照委聘之協定條款將此結論僅向　閣下報告而不作其他用途。我們不就此報告之內容對任何其他人士負責或承擔任何責任。

– F-3 –

62

簡明綜合財務報表審閱報告（續）Report on Review of Condensed Consolidated Financial Statements (continued)

China Aoyuan Group Limited 中國奧園集團股份有限公司

SCOPE OF REVIEW

We conducted our review in accordance with Hong Kong Standard

on Review Engagements 2410 “Review of Interim Financial

Information Performed by the Independent Auditor of the Entity”

issued by the Hong Kong Institute of Certified Public Accountants.

A review of these condensed consolidated financial statements

consists of making inquiries, primarily of persons responsible for

financial and accounting matters, and applying analytical and other

review procedures. A review is substantially less in scope than

an audit conducted in accordance with Hong Kong Standards on

Auditing and consequently does not enable us to obtain assurance

that we would become aware of all significant matters that might

be identified in an audit. Accordingly, we do not express an audit

opinion.

CONCLUSION

Based on our review, nothing has come to our attention that causes

us to believe that the condensed consolidated financial statements

are not prepared, in all material respects, in accordance with IAS 34.

Deloitte Touche TohmatsuCertified Public Accountants

Hong Kong

14 August 2020

審閱範圍

我們已根據由香港會計師公會頒佈之香港審閱委聘準則第2410號「由實體獨立核數師審閱中期財務資料」進行審閱。審閱該等簡明綜合財務報表包括主要向負責財務及會計事務之人員作出查詢，並應用分析性及其他審閱程序。審閱範圍遠小於根據香港核數準則進行審核之範圍，故不能令我們保證我們將知悉在審核中可能發現之所有重大事項。因此，我們不發表審核意見。

結論

按照我們之審閱，我們並無發現任何事項，令我們相信簡明綜合財務報表在各重大方面並非根據國際會計準則第34號編製。

德勤‧關黃陳方會計師行執業會計師

香港二零二零年八月十四日

– F-4 –

63 Interim Report 2020 二零二零年中期報告

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

簡明綜合損益及其他全面收益表Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

Six months ended截至下列日期止六個月30.6.2020 30.6.2019二零二零年六月三十日

二零一九年六月三十日

NOTES RMB’000 RMB’000附註 人民幣千元 人民幣千元

(unaudited) (unaudited)（未經審核） （未經審核）

Revenue 營業額 3Contracts with customers 客戶合同 28,144,517 23,581,210Leases 租賃 98,483 88,467

Total revenue 總營業額 28,243,000 23,669,677Cost of sales 銷售成本 (19,960,897) (16,623,992)

Gross profit 毛利 8,282,103 7,045,685Other income, gains and losses 其他收入、收益及虧損 5 221,133 363,926Change in fair value of investment properties 投資物業公平值變動 78,905 363,792Recognition of change in fair value of

properties for sale upon transfer to investment properties

轉為投資物業後確認 銷售物業的公平值 變動 273,393 3,392

Gain on disposal of subsidiaries 出售附屬公司收益 28 420,171 4,576Selling and distribution expenses 銷售及分銷開支 (1,105,427) (943,658)Administrative expenses 行政開支 (1,459,568) (1,153,364)Share of results of joint ventures 應佔合營企業業績 (120,209) 7,099Share of results of associates 應佔聯營公司業績 (26,664) 19,079Finance costs 融資成本 (443,769) (276,415)

Profit before tax 除稅前溢利 6,120,068 5,434,112Income tax expense 所得稅開支 6 (3,280,182) (2,634,076)

Profit for the period 期內溢利 7 2,839,886 2,800,036

Other comprehensive income (expense) 其他全面收益（開支）Item that may be reclassified subsequently

to profit or loss期後可能重新分類至損益的項目

Exchange differences on translation foreign operations

換算境外業務產生的匯兌差額 2,829 (5,842)

Profit and total comprehensive income for the period

期內溢利及全面收益總額2,842,715 2,794,194

Profit for the period attributable to: 以下人士應佔期內溢利：Owners of the Company 本公司股東 2,416,088 2,271,914Non-controlling interests 非控股權益 423,798 528,122

2,839,886 2,800,036

Profit and total comprehensive income for the period attributable to:

以下人士應佔期內溢利及全面收益總額：

Owners of the Company 本公司股東 2,419,079 2,266,152Non-controlling interests 非控股權益 423,636 528,042

2,842,715 2,794,194

Earnings per share (RMB cents) 每股盈利（人民幣分）Basic 基本 9 89.61 84.81

Diluted 攤薄 89.51 84.66

– F-5 –

64 China Aoyuan Group Limited 中國奧園集團股份有限公司

簡明綜合財務狀況表Condensed Consolidated Statement of Financial Position

At 30 June 2020 於二零二零年六月三十日

30.6.2020 31.12.2019二零二零年六月三十日

二零一九年十二月三十一日

NOTES RMB’000 RMB'000附註 人民幣千元 人民幣千元

(unaudited) (audited)（未經審核） （經審核）

NON-CURRENT ASSETS 非流動資產Property, plant and equipment 物業、廠房及設備 10 2,892,593 2,686,443Right-of-use assets 使用權資產 10 1,402,669 1,552,814Investment properties 投資物業 11 10,705,079 10,072,375Goodwill 商譽 3,491 3,491Intangible assets 無形資產 3,635 4,320Interests in joint ventures 於合營企業的權益 12 5,678,603 4,280,364Interests in associates 於聯營公司的權益 1,597,429 1,584,516Equity instrument at fair value through

profit or loss (“FVTPL”)按公平值計入損益之權益工具

52,736 –Equity instruments at fair value through

other comprehensive income按公平值計入其他全面收益 之權益工具 545,777 245,777

Deferred tax assets 遞延稅項資產 1,193,837 998,444Deposits paid for acquisitions of

subsidiaries收購附屬公司已付訂金

3,328,397 4,110,308Deposit paid for acquisition of property,

plant and equipment收購物業、廠房及設備已付訂金

521 –Deposit paid for acquisition of a joint

venture收購一間合營企業已付訂金

85,849 44,377Amounts due from non-controlling

shareholders of subsidiaries應收附屬公司非控股股東款項

13 313,920 363,920Amounts due from joint ventures 應收合營企業款項 14 1,024,165 1,167,161Trade and other receivables 貿易及其他應收款 15 360,896 308,596

29,189,597 27,422,906

CURRENT ASSETS 流動資產Properties for sale 可供銷售物業 16 160,152,157 158,931,481Inventories 存貨 172,568 83,530Trade and other receivables 貿易及其他應收款 15 25,468,406 26,258,864Deposits paid for acquisitions of land

use rights and property projects收購土地使用權及物業項目 已付訂金 841,800 266,454

Amounts due from non-controlling shareholders of subsidiaries

應收附屬公司非控股股東款項17 4,043,205 3,588,439

Amounts due from joint ventures 應收合營企業款項 18 4,776,295 1,316,451Amounts due from associates 應收聯營公司款項 19 648,632 464,419Financial assets at FVTPL 按公平值計入損益之金融資產 20 484,380 574,400Tax recoverable 可收回稅金 3,370,922 2,913,645Structured deposits 結構性存款 755,000 704,500Restricted bank deposits 受限制銀行存款 15,657,071 9,312,790Bank balances and cash 銀行結餘及現金 53,027,103 58,042,554

269,397,539 262,457,527

– F-6 –

65 Interim Report 2020 二零二零年中期報告

簡明綜合財務狀況表（續）Condensed Consolidated Statement of Financial Position (continued)

At 30 June 2020 於二零二零年六月三十日

30.6.2020 31.12.2019二零二零年六月三十日

二零一九年十二月三十一日

NOTES RMB’000 RMB'000附註 人民幣千元 人民幣千元

(unaudited) (audited)（未經審核） （經審核）

CURRENT LIABILITIES 流動負債Trade and other payables 貿易及其他應付款 21 37,567,135 36,837,682Financial liability at FVTPL 按公平值計入損益之金融負債 22 27,646 –Contract liabilities 合同義務 78,728,399 86,056,335Amounts due to non-controlling

shareholders of subsidiaries應付附屬公司非控股 股東款項 23 5,355,416 9,991,460

Amounts due to joint ventures 應付合營企業款項 23 18,314,598 12,713,851Amounts due to associates 應付聯營公司款項 325,771 116,632Lease liabilities 租賃負債 272,491 242,844Tax liabilities 稅項負債 9,006,723 8,081,061Bank and other borrowings 銀行及其他借款 24 36,643,040 33,809,040Senior notes and bonds 優先票據及債券 25 10,868,955 8,064,013Provisions 撥備 1,826,472 934,406

198,936,646 196,847,324

NET CURRENT ASSETS 流動資產淨值 70,460,893 65,610,203

TOTAL ASSETS LESS CURRENT LIABILITIES

總資產減流動負債99,650,490 93,033,109

NON-CURRENT LIABILITIES 非流動負債Deferred tax liabilities 遞延稅項負債 1,411,427 1,441,881Lease liabilities 租賃負債 609,343 703,743Bank and other borrowings 銀行及其他借款 24 36,971,462 35,151,698Senior notes and bonds 優先票據及債券 25 18,564,298 18,739,179

57,556,530 56,036,501

NET ASSETS 資產淨值 42,093,960 36,996,608

CAPITAL AND RESERVES 資本及儲備Share capital 股本 26 25,568 25,453Reserves 儲備 15,238,013 15,004,428

Equity attributable to owners of the Company

本公司股東應佔權益15,263,581 15,029,881

Non-controlling interests 非控股權益 26,830,379 21,966,727

TOTAL EQUITY 總權益 42,093,960 36,996,608

– F-7 –

66 China Aoyuan Group Limited 中國奧園集團股份有限公司

簡明綜合權益變動表Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

Attrib

utable

to ow

ners

of the

Comp

any

Attrib

utable

to no

n-

contro

lling in

terest

s

本公司股

東應佔

非控股權

益應佔

Share

capital

Share

premi

um

Capit

al

redem

ption

reserv

e

Statut

ory

reserv

e

Speci

al

reserv

e

Transl

ation

reserv

e

Reval

uation

reserv

e

Share

optio

n

reserv

e

Retain

ed

profits

Sub-t

otal

Share

optio

ns

reserv

e of

Aoyua

n

Health

y

Non-

contro

lling

intere

stsTo

tal

股本股份 溢價

股本贖回

儲備法定 儲備

特別 儲備外幣

換算 儲備重估 儲備

購股權 儲備

保留 盈利小計

奧園健康

的購股權 儲備

非控股 權益

總計RM

B’000

RMB’0

00RM

B’000

RMB’0

00RM

B’000

RMB’0

00RM

B’000

RMB’0

00RM

B’000

RMB’0

00RM

B’000

RMB’0

00RM

B’000

人民幣千

元人民

幣千元

人民幣千

元人民

幣千元

人民幣千

元人民

幣千元

人民幣千

元人民

幣千元

人民幣千

元人民

幣千元

人民幣千

元人民

幣千元

人民幣千元

(note

a)

（附註a）

At 1 J

anuary

2019

(audit

ed)

於二零一九年

一月一日（經審核）

25,34

34,1

84,41

21,0

9353

6,969

365,0

482,4

2637

,735

11,48

76,7

07,70

411

,872,2

17–

18,86

1,629

30,73

3,846

Profit

for th

e peri

od期內溢利

––

––

––

––

2,271

,914

2,271

,914

–52

8,122

2,800

,036

Excha

nge d

ifferen

ces ar

ising in

transl

ating t

o

presen

tation

curre

ncy

換算為呈列貨

幣產生之

匯兌差額

––

––

–(5,

762)

––

–(5,

762)

–(80

)(5,

842)

Profit

and to

tal com

prehe

nsive

incom

e for

the pe

riod

期內溢利及全

面收益總

額–

––

––

(5,76

2)–

–2,2

71,91

42,2

66,15

2–

528,0

422,7

94,19

4

Recog

nition

of eq

uity-s

ettled

share

based

paym

ent

確認以股本結

算以股份

為基礎的

付款–

––

––

––

4,646

–4,6

46–

–4,6

46

Exerc

ise of

share

optio

ns行使購股權

6643

,620

––

––

–(7,

226)

–36

,460

––

36,46

0

Deem

ed dis

posal

of pa

rtial in

terest

s in su

bsidia

ries

witho

ut los

s of c

ontro

l (note

b)

視為出售附屬

公司部分

權益

而並無失

去控制權（附註b）

––

––

297,0

44–

––

–29

7,044

–2,2

07,35

52,5

04,39

9

Acqu

isition

s of s

ubsid

iaries

收購附屬公司

––

––

––

––

––

–51

2,851

512,8

51

Acqu

isition

s of a

dditio

nal int

erests

from

non-c

ontro

lling

shareh

olders

of su

bsidia

ries

向附屬公司的

非控股股

東收購

額外權益

––

––

(88,46

2)–

––

–(88

,462)

–(1,

011,5

37)

(1,09

9,999

)

Capit

al con

tributi

on fro

m no

n-con

trollin

g shar

ehold

ers

of sub

sidiari

es

附屬公司非控

股股東注

資–

––

––

––

––

––

1,078

,518

1,078

,518

Divide

nd re

cognis

ed as

distrib

ution

(note

8)確認為分派的

股息（附註8）

––

––

––

––

(990,7

94)

(990,7

94)

––

(990,7

94)

Divide

nd pa

id to n

on-co

ntrolli

ng sh

areho

lders

of sub

sidiari

es

向附屬公司的

非控股股

東派付股

息–

––

––

––

––

––

(206,8

36)

(206,8

36)

At 30

June

2019

(unau

dited

)於二零一九年

六月三十

日 （未經審

核）25

,409

4,228

,032

1,093

536,9

6957

3,630

(3,33

6)37

,735

8,907

7,988

,824

13,39

7,263

–21

,970,0

2235

,367,2

85

– F-8 –

67 Interim Report 2020 二零二零年中期報告

簡明綜合權益變動表（續）Condensed Consolidated Statement of Changes in Equity (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

Attrib

utable

to ow

ners o

f the C

ompan

yAtt

ributa

ble to

non-

contro

lling in

terest

s本公

司股東應

佔非控

股權益應

佔

Share

capita

lSh

arepre

mium

Capit

alred

empti

onres

erve

Statut

oryres

erve

Speci

alres

erve

Transl

ation

reserv

eRe

valuat

ionres

erve

Share

optio

nres

erve

Retai

nedpro

fitsSu

b-tota

l

Share

op

tions

reserv

e of

Aoyua

nHe

althy

Non-

contro

lling

intere

stsTo

tal

股本股份 溢價

股本贖回

儲備法定 儲備

特別 儲備外幣

換算 儲備重估 儲備

購股權 儲備

保留 盈利小計

奧園健康

的購股權 儲備

非控股 權益

總計RM

B’000

RMB’0

00RM

B’000

RMB’0

00RM

B’000

RMB’0

00RM

B’000

RMB’0

00RM

B’000

RMB’0

00RM

B’000

RMB’0

00RM

B’000

人民幣千

元人民

幣千元

人民幣千

元人民

幣千元

人民幣千

元人民

幣千元

人民幣千

元人民

幣千元

人民幣千

元人民

幣千元

人民幣千

元人民

幣千元

人民幣千元

(note

a)（附註a）

At 1 J

anuary

2020

(audit

ed)

於二零二零年

一月一日（經審核）

25,453

4,255,

2081,0

93623

,718

248,44

0(2,0

07)37,

7359,3

009,8

30,941

15,029

,881

–21,

966,72

736,

996,60

8

Profit

for th

e peri

od期內溢利

––

––

––

––

2,416,

0882,4

16,088

–423

,798

2,839,

886Ex

chang

e diffe

rences

arisin

g in tra

nslatin

g to

presen

tation

curre

ncy

換算為呈列貨

幣產生之

匯兌差額

––

––

–2,9

91–

––

2,991

–(16

2)2,8

29

Profit

and to

tal com

prehe

nsive

incom

e

for th

e peri

od

期內溢利及全

面收益總

額–

––

––

2,991

––

2,416,

0882,4

19,079

–423

,636

2,842,

715

Recog

nition

of eq

uity-s

ettled

share

based

paym

ent

確認以股本結

算以股份

為基礎的

付款–

––

––

––

––

–113

–113

Exerc

ise of

share

optio

ns行使購股

權115

70,801

––

––

–(9,3

00)–

61,616

––

61,616

Dispo

sal of

subsi

diarie

s (no

te 28

)出售附屬

公司（附註2

8）–

––

–33,

898–

––

(33,89

8)–

–(85

0,247)

(850,2

47)De

emed

dispo

sal of

partia

l inter

ests in

subsi

diarie

s

witho

ut los

s of c

ontro

l (note

b)

視為出售附屬

公司的部

分權益而

並無失

去控制權（附註b）

––

––

––

––

––

–2,1

45,141

2,145,

141Ac

quisit

ions o

f sub

sidiari

es (no

te 27

)收購附屬

公司（附註2

7）–

––

––

––

––

––

366,70

4366

,704

Acqu

isition

s of a

dditio

nal int

erests

from

non-c

ontro

lling

shareh

olders

of su

bsidia

ries

向附屬公司的

非控股股

東收購

額外權益

––

––

(767,2

84)–

––

–(76

7,284)

–(1,3

32,565

)(2,0

99,849

)Ca

pital c

ontrib

ution

from

non-c

ontro

lling s

hareh

olders

of sub

sidiari

es

附屬公司非控

股股東注

資–

––

––

––

––

––

4,285,

9214,2

85,921

Divide

nd re

cognis

ed as

distrib

ution

(note

8)確認為分派的

股息（附註8）

––

––

––

––

(1,479,

711)

(1,479,

711)

––

(1,479,

711)

Divide

nd pa

id to n

on-co

ntrolli

ng sh

areho

lders

of

subsid

iaries

向附屬公司非

控股股東

派付股息

––

––

––

––

––

–(17

5,051)

(175,0

51)

At 30

June

2020

(unau

dited

)於二零二零年

六月三十

日 （未經審

核）25,

5684,3

26,009

1,093

623,71

8(48

4,946)

98437,

735–

10,733

,420

15,263

,581

11326,

830,26

642,

093,96

0

– F-9 –

68

簡明綜合權益變動表（續）Condensed Consolidated Statement of Changes in Equity (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

Notes:

(a) Special reserve represents amounts arising from the acquisitions of additional

equity interests in subsidiaries from non-controlling shareholders of the

subsidiaries or disposal/deemed disposal of equity interests in subsidiaries

without loss of control. It represents the difference between the consideration

paid or received and the adjustment to the non-controlling interests in the

subsidiaries.

(b) During the current period, the Company disposed of partial interests in several

subsidiaries without loss of control. Several independent third parties injected

capital amounting to RMB2,145,141,000 (six months ended 30 June 2019:

RMB2,504,399,000) to several subsidiaries of the Company, resulting in a dilution

of the Company’s equity interest in those subsidiaries. There are no difference

between the capital injected by the independent third parties and the attributable

equity interests in each of those subsidiaries disposed of, while during the period

ended 30 June 2019, RMB297,044,000 was credited to special reserve.

附註：

(a) 特別儲備指自附屬公司非控股股東收購於附屬公司的額外股權或出售╱視同出售於附屬公司的股權而並無失去控制權產生的款項，為已付或已收代價與調整附屬公司非控股權益之間的差額。

(b) 於本期間，本公司出售若干附屬公司的部分權益（並未失去控制權），若干獨立第三方注資人民幣2,145,141,000元(截至二零一九年六月三十日止六個月：人民幣2,504,399,000元)，導致公司所持該等附屬公司的股權攤薄。獨立第三方注資與已售應佔該等附屬公司股權之間並無差額，而於截至二零一九年六月三十日止期間，人民幣297,044,000元計入特別儲備。

– F-10 –

69 Interim Report 2020 二零二零年中期報告

簡明綜合現金流量表Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

Six months ended截至下列日期止六個月30.6.2020 30.6.2019二零二零年六月三十日

二零一九年六月三十日

NOTES RMB’000 RMB’000附註 人民幣千元 人民幣千元

(unaudited) (unaudited)（未經審核） （未經審核）

OPERATING ACTIVITIES 經營活動Profit before tax 除稅前溢利 6,120,068 5,434,112Adjustments for: 經下列調整：

Change in fair value of investment properties

投資物業公平值變動(78,905) (363,792)

Recognition of change in fair value of properties for sale upon transfer to investment properties

於轉撥至投資物業後確認可供銷售物業的公平值變動

(273,393) (3,392)Share of results of joint ventures 應佔合營企業業績 120,209 (7,099)Share of results of associates 應佔聯營公司業績 26,664 (19,079)Finance costs 融資成本 443,769 276,415Share-based payments 以股份為基礎的付款 113 4,646Interest income 利息收入 (470,247) (182,854)Investment return from financial assets

at FVTPL and structured deposits來自按公平值計入損益之 金融資產及結構性存款之投資回報 (22,867) (50,299)

Loss on change in fair value of financial assets at FVTPL

按公平值計入損益之金融資產公平值變動之虧損 40,300 –

Depreciation of property, plant and equipment

物業、廠房及設備折舊98,294 75,836

Depreciation of right-of-use assets 使用權資產折舊 127,047 60,428Amortisation of intangible assets 無形資產攤銷 685 550Exchange loss (gain), net 匯兌虧損（收益）淨額 213,394 (102,825)Loss on disposal of property, plant and

equipment出售物業、廠房及設備之 虧損 1,662 902

Gain on disposal of subsidiaries 出售附屬公司收益 (420,171) (4,576)Impairment losses on trade and

other receivables貿易及其他應收款減值虧損

61,626 1,158Impairment losses on right-of-use assets 使用權資產減值虧損 18,997 –

Operating cash flows before movements

in working capital營運資金變動前之經營 現金流量 6,007,245 5,120,131

Increase in inventories 存貨增加 (89,038) (5,950)Decrease (increase) in properties for sale 可供銷售物業減少（增加） 291,565 (9,504,000)Increase in deposits paid for acquisitions

of land use rights and property projects收購土地使用權及物業項目已付訂金增加 (575,346) (649,333)

Increase in trade and other receivables 貿易及其他應收款增加 (4,274,656) (3,202,063)(Decrease) Increase in trade and other

payables貿易及其他應付款（減少）增加

(1,286,353) 5,666,275(Decrease) increase in contract liabilities 合同義務（減少）增加 (5,548,881) 6,590,123

Cash (used in) from operations 經營（所用）所得現金 (5,475,464) 4,015,183Enterprise Income Tax ("EIT") and Land

Appreciation Tax ("LAT") paid已付企業所得稅（「企業所得稅」）及土地增值稅（「土地增值稅」） (2,850,384) (1,994,897)

Interest paid 已付利息 (3,958,707) (2,757,548)

NET CASH USED IN OPERATING ACTIVITIES

經營活動所用現金淨額(12,284,555) (737,262)

– F-11 –

70

簡明綜合現金流量表（續）Condensed Consolidated Statement of Cash Flows (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

Six months ended截至下列日期止六個月30.6.2020 30.6.2019二零二零年六月三十日

二零一九年六月三十日

NOTES RMB’000 RMB’000附註 人民幣千元 人民幣千元

(unaudited) (unaudited)（未經審核） （未經審核）

INVESTING ACTIVITIES 投資活動Placement of restricted bank deposits 存置受限制銀行存款 (12,823,819) (4,171,875)Withdrawal of restricted bank deposits 提取受限制銀行存款 6,458,543 2,266,146Placement of bank and structured deposits 存置銀行及結構性存款 (14,763,978) (7,312,338)Withdrawal of bank and structured deposits 提取銀行及結構性存款 11,224,793 1,928,000Settlement in consideration payable for

acquisitions of subsidiaries in prior year去年收購附屬公司應付代價 結算 (472,265) (1,143,854)

Deposit paid for acquisition of a joint venture 收購一間合營企業已付訂金 (41,472) (27,438)Deposits paid for acquisition of subsidiaries 收購附屬公司已付訂金 (110,783) (500,963)Deposits paid for acquisition of property,

plant and equipment收購物業、廠房及設備 已付訂金 (521) –

Payment for addition of investment properties

添置投資物業付款(553,847) (78,648)

Acquisitions of subsidiaries (net of cash and cash equivalents acquired)

收購附屬公司（扣除所收購現金及現金等價物） 27 292,064 43,500

Investments in joint ventures 投資合營企業 (145,220) (176,500)Investments in associates 投資聯營公司 (39,577) (141,183)Purchases of property, plant and equipment 購買物業、廠房及設備 (325,522) (106,326)Payments for right-of-use assets 使用權資產付款 (18,980) –Proceeds from disposal of investment

properties出售投資物業所得款項

19,709 –Advance to non-controlling shareholders

of subsidiaries向附屬公司非控股股東墊款

(1,443,535) (356,614)Repayment from non-controlling shareholders

of subsidiaries附屬公司非控股股東還款

560,105 77,128Repayment from joint ventures 合營企業還款 735,131 6,367Advance to joint ventures 墊付合營企業款項 (1,844,480) (477,804)Advance to associates 墊付聯營公司款項 (184,213) (118,661)Interest received 已收利息 493,114 233,153Investment in equity instrument at FVTPL 投資按公平值計入損益之

權益工具 (25,090) –Investment in equity instruments at fair value

through other comprehensive income投資按公平值透過其他全面收益列賬之權益工具 (300,000) (112,261)

Investment in financial assets at FVTPL 投資按公平值計入損益之金融資產 (280) –

Proceeds upon maturity of financial assets at FVTPL

按公平值計入損益之金融資產到期後所得款項 50,000 –

Deposit refunded due to termination of acquisition of Aeon Life Insurance Company

因終止收購百年人壽保險股份有限公司退還訂金

3,261,600 –Disposal of subsidiaries (net of cash and

cash equivalents disposal of)出售附屬公司（扣除已售現金及現金等價物） 28 (961,163) (596)

NET CASH USED IN INVESTING

ACTIVITIES投資活動所用現金淨額

(10,959,686) (10,170,767)

– F-12 –

71 Interim Report 2020 二零二零年中期報告

簡明綜合現金流量表（續）Condensed Consolidated Statement of Cash Flows (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

Six months ended截至下列日期止六個月30.6.2020 30.6.2019二零二零年六月三十日

二零一九年六月三十日

NOTES RMB’000 RMB’000附註 人民幣千元 人民幣千元

(unaudited) (unaudited)（未經審核） （未經審核）

FINANCING ACTIVITIES 融資活動New bank and other borrowings raised 新增銀行及其他借款 31,750,272 23,961,063Proceeds from issuance of senior notes

and bonds發行優先票據及債券所得款項

5,143,721 8,067,918Advance from non-controlling shareholders

of subsidiaries附屬公司非控股股東墊款

804,309 439,028Repayment to non-controlling shareholders

of subsidiaries向附屬公司非控股股東還款

(2,911,674) (1,276,681)Advance from joint ventures 合營企業墊款 6,543,659 55,946Repayment to joint ventures 向合營企業還款 (1,876,627) (40,976)Repayment to an associate 向一間聯營公司還款 (57) (4)Advance from associates 聯營公司墊款 209,196 –Dividends paid to non-controlling

shareholders of subsidiaries已付附屬公司非控股股東股息

(175,051) (206,836)Repayment of bank and other borrowings 償還銀行及其他借款 (22,681,619) (12,864,532)Repayment of senior notes and bonds 償還優先票據及債券 (3,144,878) (1,682,675)Repayment of lease liabilities 償還租賃負債 (126,591) (37,215)Interest paid on lease liabilities 租賃負債已付利息 (30,778) (20,513)Loans from non-controlling shareholders

of subsidiaries應付附屬公司非控股股東貸款

– 4,100Repayment of loans from non-controlling

shareholders of subsidiaries償還應付附屬公司非控股股東貸款 – (232,230)

Proceeds from deemed disposal of partial interests in subsidiaries, net

視為出售附屬公司部分權益所得款項淨額 2,145,141 2,511,234

Acquisition of additional interests from non-controlling shareholders

向非控股股東收購額外權益(4,906,849) (1,099,999)

Contribution from non-controlling shareholders of subsidiaries

附屬公司非控股股東注資4,285,921 1,078,518

Exercise of share options 行使購股權 61,616 36,460Settlement of other payables 償還其他應付款項 (517,930) –

NET CASH FROM FINANCING ACTIVITIES 融資活動所得現金淨額 14,571,781 18,692,606

NET (DECREASE) INCREASE IN CASH

AND CASH EQUIVALENTS現金及現金等價物（減少） 增加淨額 (8,672,460) 7,784,577

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD

於期初之現金及現金等價物46,104,418 32,937,289

Effect of foreign exchange rate changes 外匯變動之影響 168,325 140,580

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD,

於期末之現金及現金等價物，

represented by 即 37,600,283 40,862,446

Bank balances and cash 銀行結餘及現金 53,027,103 58,042,554Bank deposits with maturity over 3

months3個月後到期的銀行存款

(15,426,820) (17,180,108)

37,600,283 40,862,446

– F-13 –

72 China Aoyuan Group Limited 中國奧園集團股份有限公司

簡明綜合財務報表附註Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

1. BASIS OF PREPARATION

The condensed consolidated financial statements have been

prepared in accordance with International Accounting Standard

34 “Interim Financial Reporting” issued by the International

Accounting Standards Board (the “IASB”) as well as with the

applicable disclosure requirements of Appendix 16 to the Rules

Governing the Listing of Securities on The Stock Exchange of

Hong Kong Limited.

1A. SIGNIFICANT EVENTS AND TRANSACTIONS IN THE CURRENT INTERIM PERIOD

The outbreak of Covid-19 has developed into a global pandemic

which has had a huge impact on countries around the world.

In the beginning of the period, the Group has faced challenges

of delay of construction progress and limited production at

certain sales offices. With the effective joint prevention and

control mechanism implemented by the Chinese government,

the Covid-19 pandemic in China is under control. Economic

activities have been on a recovery progress, especially real

estate industry continues to grow in a stable manner. With

the full resumption of work and production at the sales offices

and construction sites in late March and early April, monthly

sales have shown a steady upward trend. Overall, the financial

position and performance of the Group for the current interim

period were not significantly affected.

2. PRINCIPAL ACCOUNTING POLICIES

The condensed consolidated financial statements have been

prepared on the historical cost basis, except for the investment

properties and certain financial instruments, which are

measured at fair values as appropriate.

Other than additional accounting policies resulting from

application of amendments to International Financial Reporting

Standards (“IFRSs”) and application of certain accounting

policies which became relevant to the Group, the accounting

policies and methods of computation used in the condensed

consolidated financial statements for the six months ended

30 June 2020 are the same as those presented in the Group’s

annual financial statements for the year ended 31 December

2019.

1. 編製基準

簡明綜合財務報表乃根據國際會計準則委員會（「國際會計準則委員會」）頒佈的國際會計準則第34號「中期財務報告」以及香港聯合交易所有限公司證券上市規則（「上市規則」）附錄16之適用披露規定編製。

1A. 本中期期間重大事件及交易

新冠肺炎爆發後現已發展成為對世界各國造成巨大影響的全球疫情。於期初，本集團已面臨建設進度延遲的挑戰，若干售樓處的生產受到限制。中國政府實施有效的聯防聯控機制，新冠肺炎疫情在中國已得到控制。經濟活動現已進入恢復階段，尤其是房地產行業持續穩步增長。隨著售樓處及建築地盤的工作及生產於三月末四月初全面恢復，月銷售額程序平穩上行態勢。總體而言，本集團於本中期期間的財務狀況及表現並未受到嚴重影響。

2. 主要會計政策

簡明綜合財務報表乃按歷史成本基準編製，惟投資物業及若干金融工具除外，該等投資物業及金融工具按公平值計量（如適用）。

除因應用對國際財務報告準則（「國際財務報告準則」）的修訂及應用若干與本集團有關的會計政策而產生的額外會計政策外，截至二零二零年六月三十日止六個月之簡明綜合財務報表所採用的會計政策及計算方法與本集團於編制截止二零一九年十二月三十一日止年度之年度會計報表時所列報者相同。

– F-14 –

73 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

2. PRINCIPAL ACCOUNTING POLICIES (continued)

Application of amendments to IFRSs

In the current interim period, the Group has applied the

Amendments to References to the Conceptual Framework in

IFRS Standards and the following amendments to IFRSs issued

by the IASB, for the first time, which are mandatory effective

for annual period beginning on or after 1 January 2020 for the

preparation of the Group’s condensed consolidated financial

statements:

Amendments to

IAS 1 and IAS 8

Definition of Material

Amendments to

IFRS 3

Definition of a Business

Amendments to

IFRS 9, IAS 39 and

IFRS 7

Interest Rate Benchmark Reform

Except as described below, the application of the Amendments

to References to the Conceptual Framework in IFRS Standards

and the amendments to IFRSs in the current period has had

no material impact on the Group’s financial positions and

performance for the current and prior periods and/or on the

disclosures set out in these condensed consolidated financial

statements.

2. 主要會計政策（續）

應用對國際財務報告準則的修訂

於本中期期間，本集團已首次應用《國際財務報告準則中對概念框架的提述的修訂》及國際會計準則委員會頒佈的下列對國際財務報告準則的修訂，該等修訂就本集團編製簡明綜合財務報表而言於自二零二零年一月一日或之後開始的年度期間強制生效：

國際會計準則第1號

及國際會計準則

第8號之修訂

重大的定義

國際財務報告準則

第3號之修訂業務的定義

國際財務報告準則

第9號、國際會計

準則第39號及國際

財務報告準則第7號

之修訂

利率基準改革

除下文所述者外，於本期間在國際財務報告準則中應用概念框架指引之修訂及國際財務報告準則之修訂對本集團於本期間及過往期間的財務狀況及表現及╱或對該等簡明綜合財務報表的披露並無重大影響。

– F-15 –

74

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

2. 主要會計政策（續）

應用對國際財務報告準則的修訂（續）

2.1 應用國際會計準則第1號及國際會計準則第8號「重大的定義」

修訂本對重大 進行了新的定義，規定「倘遺漏、錯列或遮掩資料可合理預期會影響通用目的財務報表之主要使用者根據該等財務報表（提供特定報告實體之財務資料）作出之決策，則有關資料屬重大。修訂本亦明確規定，重大將取決於信息的性質或重要性的大小，在整本財務報表中以單獨或與其他信息結合考慮。

於本期間應用該等修訂本對簡明綜合財務報表並無影響。

2.2 應用國際財務報告準則第3號「業務的定義」之修訂的影響及會計政策

2.2.1 會計政策

業務合併或資產收購

可選集中度測試

本集團按各項交易基準可選擇應用可選的集中度測試，允許簡化對所購置的一系列活動及資產是否不是業務的評估，自二零二零年一月一日起生效。倘所收購的總資產在實質上所有公平值都集中在單個可識別資產或一組類似資產中，則符合集中度測試。評估中的總資產不包括現金及現金等價物、遞延稅項資產及遞延稅項負債的影響所產生的商譽。倘符合集中度測試，則一系列活動及資產釐定為並非一項業務及毋須進一步評估。

2. PRINCIPAL ACCOUNTING POLICIES (continued)

A p p l i c a t i o n o f a m e n d m e n t s t o I F R S s (continued)

2.1 Impacts of application on Amendments to IAS 1 and IAS 8 “Definition of Material”

The amendments provide a new definition of material

that states “information is material if omitting, misstating

or obscuring it could reasonably be expected to influence

decisions that the primary users of general purpose

financial statements make on the basis of those financial

statements, which provide financial information about a

specific reporting entity.” The amendments also clarify

that materiality depends on the nature or magnitude

of information, either individually or in combination

with other information, in the context of the financial

statements taken as a whole.

The application of the amendments in the current period

had no impact on the condensed consolidated financial

statements.

2.2 Impacts and accounting policies on application of Amendments to IFRS 3 “Definition of a Business”

2.2.1 Accounting policies

Business combinations or assets acquisitions

Optional concentration test

Effective from 1 January 2020, the Group can

elect to apply an optional concentration test, on

a transaction-by-transaction basis, that permits

a simplified assessment of whether an acquired

set of activities and assets is not a business.

The concentration test is met if substantially all

of the fair value of the gross assets acquired

is concentrated in a single identifiable asset or

group of similar identifiable assets. The gross

assets under assessment exclude cash and cash

equivalents, deferred tax assets, and goodwill

resulting from the effects of deferred tax liabilities.

If the concentration test is met, the set of activities

and assets is determined not to be a business and

no further assessment is needed.

– F-16 –

75 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

2. PRINCIPAL ACCOUNTING POLICIES (continued)

A p p l i c a t i o n o f a m e n d m e n t s t o I F R S s (continued)

2.2 Impacts and accounting policies on application o f Amendments to IFRS 3 “Def in i t ion o f a Business”(continued)

2.2.2 Transition and summary of effects

The Group has elected to apply the optional

concentration test on all acquisition of subsidiaries

as detailed in note 27 and concluded that such

acquisition does not constitute a business.

2.3 Accounting policies newly applied by the Group

In addition, the Group has applied the following

accounting policies which became relevant to the Group

in the current interim period.

Financial liability at FVTPL

Financial liability is classified as at FVTPL when the

financial liability is (i) held for trading (ii) it is designated at

FVTPL or (iii) contingent consideration of an acquirer in a

business combination to which IFRS 3 applies.

2. 主要會計政策（續）

應用對國際財務報告準則的修訂（續）

2.2 應用國際財務報告準則第3號「業務的定義」之修訂的影響及會計政策（續）

2.2.2 過渡及影響概述

本集團已選擇於收購全部附屬公司時應用可選的集中度測試（如附註2 7所詳述）及認為該收購並不構成一項業務。

2.3 本集團新應用的會計政策

此外，本集團已採用下列於本中期期間與本集團有關的會計政策。

按公平值計入損益的金融負債

倘金融負債(i)持作買賣；(ii)指定按公平值計入損益；或(iii)為國際財務報告準則第3號適用的業務合併收購方的或然代價，則該金融負債分類為按公平值計入損益。

– F-17 –

76

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

3. REVENUE

Disaggregation of revenue from contracts with customers

For the six months ended 30 June 2020截至二零二零年六月三十日止六個月

Propertydevelopment

Propertyinvestment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元

Types of goods or services 商品或服務類型Sales of properties 銷售物業

Residential apartments 住宅性公寓 21,279,210 – – 21,279,210Commercial apartments 商業性公寓 2,204,034 – – 2,204,034Retail shops and others 商鋪及其他 1,654,616 – – 1,654,616Low-density residential 低密度住宅 2,202,817 – – 2,202,817

27,340,677 – – 27,340,677

Others 其他Property management 物業管理 – – 315,894 315,894Sales of goods 銷售商品 – – 376,459 376,459Others 其他 – – 111,487 111,487

– – 803,840 803,840

Revenue from contracts with customers 客戶合同收入 27,340,677 – 803,840 28,144,517

Property investment 物業投資Commercial and retail shops 商業中心及商鋪 – 98,483 – 98,483

Total 總計 27,340,677 98,483 803,840 28,243,000

For the six months ended 30 June 2020截至二零二零年六月三十日止六個月

Propertydevelopment

Propertyinvestment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元

Timing of revenue recognition 收入確認時間At a point of time 於某一時點 27,340,677 – 401,591 27,742,268Recognised over time 於一時段內 – – 402,249 402,249

27,340,677 – 803,840 28,144,517

Rental income 租賃收入 – 98,483 – 98,483

Total 總計 27,340,677 98,483 803,840 28,243,000

3. 收入

客戶合約收益分析

– F-18 –

77 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

3. REVENUE (continued)

Disaggregation of revenue from contracts with customers (continued)

For the six months ended 30 June 2019截至二零一九年六月三十日止六個月

Propertydevelopment

Propertyinvestment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元

Types of goods or services 商品或服務類型Sales of properties 物業發展

Residential apartments 住宅性公寓 18,779,491 – – 18,779,491Commercial apartments 商業性公寓 1,525,137 – – 1,525,137Retail shops and others 商鋪及其他 1,807,216 – – 1,807,216Low-density residential 低密度住宅 309,291 – – 309,291

22,421,135 – – 22,421,135

Others 其他Property management 物業管理 – – 231,446 231,446Sales of goods 銷售商品 – – 785,975 785,975Others 其他 – – 142,654 142,654

– – 1,160,075 1,160,075

Revenue from contracts with customers 物業投資 22,421,135 – 1,160,075 23,581,210

Property investment 商業中心及商鋪Commercial and retail shops 客戶合同收入 – 88,467 – 88,467

Total 總計 22,421,135 88,467 1,160,075 23,669,677

For the six months ended 30 June 2019截至二零一九年六月三十日止六個月

Propertydevelopment

Propertyinvestment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元

Timing of revenue recognition 收入確認時間At a point of time 於某一時點 22,421,135 – 813,206 23,234,341Recognised over time 於一時段內 – – 346,869 346,869

22,421,135 – 1,160,075 23,581,210

Rental income 租賃收入 – 88,467 – 88,467

Total 總計 22,421,135 88,467 1,160,075 23,669,677

3. 收入（續）

客戶合約收益分析（續）

– F-19 –

78

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

4. SEGMENT INFORMATION

The following is an analysis of the Group’s revenue and results

by reportable and operating segments:

Six months ended 30 June 2020 (unaudited)

Propertydevelopment

Propertyinvestment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元

External segment revenue 外在分部營業額 27,340,677 98,483 803,840 28,243,000

Segment profit (loss) 分部溢利（虧損） 5,972,118 385,503 (162,823) 6,194,798

Other income, gains and losses 其他收入、收益及虧損 261,445Gain on disposal of subsidiaries 出售附屬公司收益 420,171Unallocated corporate expenses 未分配企業開支 (165,704)Share of results of joint ventures 應佔合營企業業績 (120,209)Share of results of associates 應佔聯營公司業績 (26,664)Finance costs 融資成本 (443,769)

Profit before tax 除稅前溢利 6,120,068

Six months ended 30 June 2019 (unaudited)

Propertydevelopment

Propertyinvestment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元

External segment revenue 外在分部營業額 22,421,135 88,467 1,160,075 23,669,677

Segment profit 分部溢利 4,987,263 386,443 62,584 5,436,290

Other income, gains and losses 其他收入、收益及虧損 363,926Gain on disposal of subsidiaries 出售附屬公司收益 4,576Unallocated corporate expenses 未分配企業開支 (120,443)Share of results of joint ventures 應佔合營企業業績 7,099Share of results of associates 應佔聯營公司業績 19,079Finance costs 融資成本 (276,415)

Profit before tax 除稅前溢利 5,434,112

4. 分部資料

本集團可呈報及營運分部的營業額及業績分析如下：

截至二零二零年六月三十日止六個月（未經審核）

截至二零一九年六月三十日止六個月（未經審核）

– F-20 –

79 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

4. SEGMENT INFORMATION (continued)

The following is an analysis of the Group’s assets by reportable

and operating segments:

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

Property development 物業發展 195,034,549 194,626,996

Property investment 物業投資 10,768,406 10,136,687

Others (note) 其他（附註） 2,755,164 2,250,766

Total segment assets 分部資產總值 208,558,119 207,014,449

Note: Others mainly include hotel operations, provision of property management

services and sales of goods.

For the purpose of monitoring segment performance and

allocating resources between segments, the chief operating

decision makers also review the segment assets attributable

to each operating segment, which comprises assets other than

certain amount of right-of-use assets and property, plant and

equipment, interests in associates and joint ventures, equity

instruments at FVTPL, equity instruments at fair value through

other comprehensive income, deferred tax assets, amounts

due from joint ventures and associates, tax recoverable,

financial assets at FVTPL, structured deposits, restricted

bank deposits, bank balances and cash and other assets not

attributable to respective segment.

4. 分部資料（續）

本集團可呈報及營運分部的資產分析如下：

附註： 其他主要包括酒店經營、提供物業管理服務及銷售貨品。

為監察分部表現及分部之間之資源分配，主要營運決策者亦審閱各營運分部應佔之分部資產，其中包括使用權資產及物業、廠房及設備的若干款項、於聯營公司及合營企業權益、按公平值計入損益的權益工具、按公平值計入其他全面收益的權益工具、遞延稅項資產、應收合營企業及聯營公司款項、可收回稅項、按公平值計入損益之金融資產、結構性存款、受限制銀行存款、銀行結餘及現金以及其他非相關分部資產以外之資產。

– F-21 –

80

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

5. OTHER INCOME, GAINS AND LOSSES

Six months ended截至下列日期止六個月30.6.2020 30.6.2019

二零二零年六月三十日

二零一九年六月三十日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (unaudited)

（未經審核） （未經審核）

Bank interest income 銀行利息收入 419,949 167,247

Loss on disposal of property, plant and

equipment

出售物業、廠房及設備虧損(1,662) (902)

Investment return from financial assets

at FVTPL and structured deposits

來自按公平值計入損益之金融資產及結構性存款之投資回報 22,867 50,299

Net exchange (loss) gain 匯兌（虧損）收益淨額 (213,394) 102,825

Loss on change in fair value of financial

assets at FVTPL

按公平值計入損益的金融資產公平值變動虧損 (40,300) –

Other interest income 其他利息收入 50,298 15,607

Others (note) 其他（附註） 63,998 30,008

Impairment losses on trade and other

receivables

貿易及其他應收款減值虧損(61,626) (1,158)

Impairment losses on right-of-use assets 使用權資產減值虧損 (18,997) –

221,133 363,926

Note: Others mainly include the forfeited deposits from customers and

government subsidies received.

5. 其他收入、收益及虧損

附註： 其他主要包括沒收客戶訂金和收到政府補貼。

– F-22 –

81 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

6. INCOME TAX EXPENSE

Six months ended截至下列日期止六個月30.6.2020 30.6.2019二零二零年六月三十日

二零一九年六月三十日

RMB’000 RMB’000人民幣千元 人民幣千元

(unaudited) (unaudited)（未經審核） （未經審核）

Income tax expense recognised

comprises of:已確認所得稅開支包括：

Current tax: 即期稅項：The People’s Republic of China

(the “PRC”)中華人民共和國（「中國」）

EIT 企業所得稅 2,515,252 1,705,072LAT 土地增值稅 838,144 655,696

Other jurisdictions 其他司法權區 5,250 80,370

3,358,646 2,441,138

Deferred tax: 遞延稅項：PRC 中國 (97,370) 175,754Other jurisdiction 其他司法權區 18,906 17,184

(78,464) 192,938

3,280,182 2,634,076

The EIT is calculated at 25% of the estimated assessable profits for the current and prior periods.

No provision for Hong Kong Profits Tax has been made as there was no assessable profits derived from Hong Kong for both periods.

Under Australian tax law, the tax rate used for the period is 30% (2019: 30%) on taxable profits on Australian incorporated entities. The Australian subsidiaries of the Company are considered as an income tax consolidated group and are taxed as a simple entity.

Under Canadian tax law, the tax rate used for the period is 26.5% (2019: 26.5%) on taxable profits on Canadian incorporated entities.

Tax provision for Australian and Canadian profits tax has been made in the condensed consolidated financial statements for the period ended 30 June 2020 and 30 June 2019 as there were assessable profits arises in both jurisdictions for both periods.

6. 所得稅開支

企業所得稅乃按照本期間及過往期間之估計應課稅溢利的25%計算。

由於並無來自香港的應課稅溢利，故於兩個期間均並無就香港利得稅作出撥備。

根據澳洲稅法，在澳洲註冊成立之實體於本期間應課稅溢利稅率為30%（二零一九年：30%）。本公司的澳洲附屬公司被視為一個所得稅綜合群體及按單一實體課稅。

根據加拿大稅法，於本期間在加拿大成立之實體於本期間應課稅溢利稅率為26.5%（二零一九年：26.5%）。

截至二零二零年六月三十日及二零一九年六月三十日期間之簡明綜合財務報表已就澳洲及加拿大利得稅作出稅項撥備，原因是於兩個期間兩個司法權區均產生應課稅溢利。

– F-23 –

82

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

7. PROFIT FOR THE PERIOD

Six months ended截至下列日期止六個月30.6.2020 30.6.2019

二零二零年六月三十日

二零一九年六月三十日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (unaudited)

（未經審核） （未經審核）

Profit for the period has been arrived

at after charging (crediting) the

following items:

期內溢利乃扣除（計入）以下各項之後所得：

Interest on: 以下各項的利息：Bank and other borrowings 銀行及其他借款 3,153,412 2,088,449

Other payables 其他應付款 13,416 16,268

Loans from non-controlling

shareholders of subsidiaries

應付附屬公司非控股股東貸款– 118,576

Senior notes and bonds 優先票據及債券 1,212,612 946,750

Amount due to a joint venture 應付一間合營企業款項 16,610 31,169

Lease liabilities 租賃負債 30,778 20,513

Others 其他 – 40,000

4,426,828 3,261,725

Less: amounts capitalised to

properties under development

for sale

減：已就可供銷售在建物業 資本化的金額

(3,963,104) (2,975,662)

amounts capitalised to investment

properties under construction

已就在建投資物業資本化 的金額 (19,955) (9,648)

443,769 276,415

Staff costs 員工成本 1,091,765 803,187

Depreciation of property, plant and

equipment

物業、廠房及設備折舊98,294 75,836

Depreciation of right-of-use assets 使用權資產折舊 127,047 60,428

Amortisation of intangible assets

(included in administrative expenses)

無形資產攤銷（計入行政開支）685 550

7. 期內溢利

– F-24 –

83 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

8. DIVIDENDS

Six months ended截至下列日期止六個月30.6.2020 30.6.2019

二零二零年六月三十日

二零一九年六月三十日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (unaudited)

（未經審核） （未經審核）

2019 final dividend of RMB55 cents

(six months ended 30 June 2019:

2018 final dividend of RMB 36 cents)

per share

二零一九年末期股息每股人民幣

55分（截至二零一九年六月三十日止六個月：二零一八年末期股息每股人民幣36分） 1,479,711 990,794

The directors of the Company do not recommend or declare

any payment of an interim dividend for the six months ended

30 June 2020 (2019: nil).

9. EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share

attributable to owners of the Company is based on the

following data:

Six months ended截至下列日期止六個月30.6.2020 30.6.2019

二零二零年六月三十日

二零一九年六月三十日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (unaudited)

（未經審核） （未經審核）

Earnings: 盈利：Earnings for the purposes of basic

earnings per share, being profit

for the period attributable to owners

of the Company

就每股基本盈利而言之盈利，

即本公司股東應佔

之期內溢利2,416,088 2,271,914

Adjustment on over-allotment option

issued by a subsidiary

對附屬公司發行之超額配售權

之調整 – (32)

Earnings for the purposes of diluted

earnings per share

就每股攤薄盈利而言之盈利2,416,088 2,271,882

8. 股息

本公司董事不建議宣派或派付截至二零二零年六月三十日止六個月任何中期股息（二零一九年：無）。

9. 每股盈利

本公司股東應佔每股基本及攤薄盈利乃根據下列數據計算：

– F-25 –

84

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

9. EARNINGS PER SHARE (continued)

30.6.2020 30.6.2019

二零二零年六月三十日

二零一九年六月三十日

’000 ’000

千股 千股

Number of shares: 股份數目：Weighted average number of ordinary

shares for the purpose of basic

earnings per share

普通股加權平均數目

（就每股基本盈利而言）2,696,084 2,678,857

Effect of dilutive potential ordinary

shares:

對普通股潛在的攤薄影響：

– Share options －購股權 3,298 4,529

Weighted average number of ordinary

shares for the purpose of diluted

earnings per share

普通股加權平均數目

（就每股攤薄盈利而言）2,699,382 2,683,386

Those share options granted by Aoyuan Healthy Life Company

Group Limited (“Aoyuan Healthy”), a non-wholly owned

subsidiary of the Company, have no impact on the computation

of diluted earnings per share for the current period, where

the exercise price of the share options was higher than the

average market price of the Aoyuan Healthy’s share.

10. PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS

During the six months ended 30 June 2020, equipment

of RMB105,807,000 was acquired (six months ended 30

June 2019: RMB106,326,000) and construction cost of

RMB219,715,000 (six months ended 30 June 2019: nil) in

relation to buildings under development was incurred.

In addition, the Group entered into several new lease

agreements with lease terms ranged from 1.5 to 40 years.

The Group is required to make fixed monthly payments

on the usage of the assets during the contract period. On

lease commencement, the Group recognised right-of use

assets of RMB80,818,000 (six months ended 30 June 2019:

RMB99,531,000) including upfront payments for leasehold

lands in the PRC amounted RMB18,980,000 (six months ended

30 June 2019: nil) and lease liabilities of RMB61,838,000 (six

months ended 30 June 2019: RMB99,531,000).

9. 每股盈利（續）

該等由奧園健康生活集團有限公司（「奧園健康」，本公司的非全資附屬公司）授出的購股權對本期間每股攤薄盈利的計算概無任何影響，倘購股權行使價高於奧園健康股份的平均市價。

10. 物業、廠房及設備及使用權資產

截至二零二零年六月三十日止六個月，收購設備人民幣105,807,000元（截至二零一九年六月三十日止六個月：人民幣106,326,000元）及產生有關開發中樓宇的建築成本人民幣219,715,000元（截至二零一九年六月三十日止六個月：無）。

此外，本集團訂立若干新租賃協議，租期介乎1.5至40年。本集團須就合約期內使用該等資產按月支付固定付款。於租賃開始時，本集團確認使用權資產人民幣80,818,000元（截至二零一九年六月三十日止六個月：人民幣99,531,000

元）包括於中國租賃土地的預付款項為人民幣18,980,000元（截至二零一九年六月三十日止六個月：無）及租賃負債人民幣61,838,000元（截至二零一九年六月三十日止六個月：人民幣99,531,000元）。

– F-26 –

85 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

11. INVESTMENT PROPERTIES

Completedinvestmentproperties

(at fair value)

Investmentproperties

underconstruction

(at fair value) Total已竣工投資物業

（按公平值）

在建投資物業

（按公平值） 總計RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元

At 1 January 2019 (audited) 於二零一九年一月一日

（經審核） 6,997,373 1,836,120 8,833,493Acquisition of subsidiaries 收購附屬公司 213,300 – 213,300Additions 添置 – 88,296 88,296Transfer upon completion of

construction work

於在建工程完成後轉撥984,129 (984,129) –

Transfer from properties for sale 轉撥自可供銷售物業 41,500 – 41,500Net change in fair value

recognised in profit or loss

於損益確認之公平值變動淨值 243,877 119,915 363,792

At 30 June 2019 (unaudited) 於二零一九年六月三十日（未經審核） 8,480,179 1,060,202 9,540,381

At 1 January 2020 (audited) 於二零二零年一月一日（經審核） 8,728,789 1,343,586 10,072,375

Additions 添置 – 573,802 573,802Disposal 出售 (19,709) – (19,709)Disposal of subsidiaries 出售附屬公司 (975,200) (16,211) (991,411)Transfer from properties for sale 轉撥自可供銷售物業 264,800 641,400 906,200Transfer from right-of-use assets 轉撥自使用權資產 – 84,918 84,918Net change in fair value

recognised in the profit or loss

於損益確認之公平值

變動淨值 9,891 69,013 78,904

At 30 June 2020 (unaudited) 於二零二零年六月三十日（未經審核） 8,008,571 2,696,508 10,705,079

The fair values of investment properties under construction

and completed investment properties at 30 June 2020 and 31

December 2019 were determined by reference to valuations

carried out by Jones Lang LaSalle Corporate Appraisal and

Advisory Limited, an independent qualified professional valuer

not connected with the Group.

11. 投資物業

在建投資物業及已竣工投資物業於二零二零年六月三十日及二零一九年十二月三十一日之公平值乃分別參考與本集團概無關聯的獨立合資格專業估值師仲量聯行企業評估及諮詢有限公司作出的估值而釐定。

– F-27 –

86

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

12. INTERESTS IN JOINT VENTURES

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

Unlisted cost of investment 非上市投資成本 5,954,256 4,435,808

Share of post acquisition loss and other

comprehensive expense

應佔收購後虧損及

其他全面開支 (275,229) (155,020)

Unrealised profit (note) 未變現溢利（附註） (424) (424)

5,678,603 4,280,364

Note: The unrealised profit related to the Group’s attributable interest expenses

arising from the amount due to 廣東金奧商業保理有限公司 Guangdong

Jian Ao Business Factoring Co., Ltd and such interest expenses were

capitalised in corresponding properties for sale and some of these

properties were not sold at 30 June 2020 and 31 December 2019.

13. AMOUNTS DUE FROM NON-CONTROLLING SHAREHOLDERS OF SUBSIDIARIES – NON-CURRENT

The balance mainly represents amounts due from non-

contro l l ing shareholders of subs id iar ies , of which,

RMB27,000,000 (31 December 2019: RMB27,000,000) is

carrying interest at rate of 5.7% (31 December 2019: 5.7%)

per annum and RMB286,920,000 (31 December 2019:

RMB286,920,000) is carrying interest at rate of 12.4% (31

December 2019: 12.4%) per annum. The balances are

unsecured and are not expected to be repaid within one year.

12. 於合營企業的權益

附註： 本集團應佔未變現溢利來自應付廣東金奧商業保理有限公司款項的利息開支有關。該等利息開支已於相關之可供銷售物業中資本化及於二零二零年六月三十日及二零一九年十二月三十一日若干該等物業尚未出售。

13. 應收附屬公司非控股股東款項－非即期

結餘主要指應收附屬公司非控股股東款項，其中人民幣27,000 ,000元（二零一九年十二月三十一日：人民幣27,000,000元）按年利率5.7％（二零一九年十二月三十一日：5.7%）計息，而人民幣286,920,000元（二零一九年十二月三十一日：人民幣286,920,000元）按年利率12.4%（二零一九年十二月三十一日：12.4%）計息。該等結餘為無抵押，預計不會於一年內償還。

– F-28 –

87 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

14. AMOUNTS DUE FROM JOINT VENTURES – NON-CURRENT

The amounts are unsecured, interest-free and used for the joint

ventures’ properties development, and they are not expected

to be repaid within one year.

15. TRADE AND OTHER RECEIVABLES

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

Trade receivables 貿易應收款 947,655 916,937

Less: Allowance for credit losses 減：信貸虧損撥備 (12,492) (8,721)

935,163 908,216

Rental receivables 租金應收款 54,770 54,030

Other receivables 其他應收款 9,194,226 11,618,829

Security deposits 抵押按金 2,216,726 2,475,112

Less: Allowance for credit losses 減：信貸虧損撥備 (165,192) (107,337)

11,245,760 13,986,604

Contract costs 合同成本 687,353 637,195

Advance to constructors and suppliers 墊付承包商及供應商款項 4,225,657 3,440,030

Deposits paid to local government

and third parties for the potential

purchases of land use rights and

property projects

就可能購買土地使用權及

物業項目支付予當地政府及

第三方之訂金4,597,938 3,621,624

Other tax prepayments 其他稅項預付款 4,082,661 3,919,761

25,829,302 26,567,460

Analysis for reporting purpose: 作報告分析目的：Non-current assets 非流動資產 360,896 308,596

Current assets 流動資產 25,468,406 26,258,864

25,829,302 26,567,460

14. 應收合營企業款項－非即期

該等款項為無抵押、免息且用作合營企業之物業開發，並預期不會於一年內償還。

15. 貿易及其他應收款

– F-29 –

88

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

15. TRADE AND OTHER RECEIVABLES (continued)

The following aged analysis of trade receivables determined

based on the date of the properties delivered and sales is

recognised:

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

0 – 60 days 0至60日 365,261 502,909

61 – 180 days 61至180日 54,042 71,980

181 – 365 days 181至365日 258,154 226,764

1 – 2 years 1至2年 214,698 63,870

2 – 3 years 2至3年 10,179 8,326

Over 3 years 3年以上 45,321 43,088

947,655 916,937

16. PROPERTIES FOR SALE

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

Properties for sale comprise of: 可供銷售物業包括：Completed properties 已竣工物業 28,073,949 25,092,375

Properties under development 在建物業 132,078,208 133,839,106

160,152,157 158,931,481

15. 貿易及其他應收款（續）

以下為按交付物業及確認銷售日期釐定之貿易應收款賬齡分析：

16. 可供銷售物業

– F-30 –

89 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

16. PROPERTIES FOR SALE (continued)

During the period ended 30 June 2020, completed properties

for sale with an aggregate carrying amount of RMB632,807,000

(six months ended 30 June 2019: RMB38,108,000) were

transferred to investment properties upon change in use as

evident by the latest development approved by management.

The difference of the fair value of these properties at the

date of transfer over their carrying amounts, amounting

to RMB273,393,000(six months ended 30 June 2019:

RMB3,392,000) were recognised in the profit or loss.

17. AMOUNTS DUE FROM NON-CONTROLLING SHAREHOLDERS OF SUBSIDIARIES – CURRENT

The balance represents amounts due from several non-

contro l l ing shareholders of subs id iar ies , of which,

RMB812,725,000 (31 December 2019: RMB517,800,000)

is carrying interest at rate ranging from 4.8% to 15% (31

December 2019: 4.8% to 15%) per annum and the remaining

balances are interest-free, unsecured and repayable on

demand.

In the opinion of the executive directors of the Company, the

Group is expected to receive the balance of amounts due from

the non-controlling shareholders of subsidiaries within twelve

months from the end of the reporting period, and therefore the

amounts are classified as current assets.

18. AMOUNTS DUE FROM JOINT VENTURES-CURRENT

The balance represents amounts due from several joint

ventures, of which, RMB105,620,000 (31 December 2019:

RMB205,620,000) is carrying interest at rate 12% (31

December 2019: 12%) per annum and the remaining balances

are interest-free, unsecured and repayable on demand.

In the opinion of the executive directors of the Company, the

Group expects to receive the balance of amounts due from

joint ventures within twelve months from the end of the

reporting period, and therefore the amounts are classified as

current assets.

16. 可供銷售物業（續）

於截至二零二零年六月三十日止期間，總賬面值人民幣632,807,000元（截至二零一九年六月三十日止六個月：人民幣38,108,000元）的可供銷售已竣工物業於用途改變後轉移至投資物業（經管理層批准的最新發展所證明）。該等物業公平值與其賬面值部分之差額約為人民幣273,393,000元（截至二零一九年六月三十日止六個月：人民幣3,392,000元）已於損益內確認。

17. 應收附屬公司之非控股股東款項－即期

結餘指應收附屬公司之若干非控股股東款項，其中人民幣812,725,000元（二零一九年十二月三十一日：人民幣517,800,000元），按介乎4.8%至15%

（二零一九年十二月三十一日：4.8%至15%）的年利率計息，餘額為免息、無抵押及於要求時償還。

本公司執行董事認為，本集團預期自報告期末起十二個月內收取應收附屬公司之非控股股東款項，因此該等款項分類為流動資產。

18. 應收合營企業款項－即期

結餘指應收若干合營企業款項，其中人民幣105,620,000元（二零一九年十二月三十一日：人民幣205,620,00元）按12%

（二零一九年十二月三十一日：12%)的年利率計息及餘下結餘為免息、無抵押及須按要求償還。

本公司執行董事認為，本集團預期自報告期末起十二個月內收取應收合營企業款項的餘額，因此該等款項分類為流動資產。

– F-31 –

90

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

19. AMOUNTS DUE FROM ASSOCIATES

The ba lance represents amounts due f rom severa l

associates, of which, RMB128,199,000 (31 December 2019:

RMB128,199,000) is carrying interest at rate 8% (31 December

2019: 8%) per annum and the remaining balances are interest-

free, unsecured and repayable on demand.

In the opinion of the executive directors of the Company, the

Group expects to receive the balances of amounts due from

associates within twelve months from the end of the reporting

period, and therefore the amounts are classified as current

assets.

20. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (“FVTPL”)

Financial assets at FVTPL are mainly funds investment issued

by a reputable securities corporation.

The fair value of the funds investment at 30 June 2020 and 31

December 2019 are determined by market approach, which

arrived at by reference to the performance of the underlying

investments mainly comprising debt investments in PRC

including government debentures, treasury notes, corporate

bonds and short-term fixed deposits.

21. TRADE AND OTHER PAYABLES

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

Trade payables 貿易應付款 17,561,774 18,074,095

Other payables 其他應付款 7,145,350 5,185,100

Consideration payables for property

projects

應付收購項目代價2,687,440 3,440,341

Consideration payables for acquisition of

subsidiaries

應付收購附屬公司代價2,063,034 2,286,898

Other taxes payables 其他應付稅項 8,109,537 7,851,248

37,567,135 36,837,682

19. 應收聯營公司款項

結餘指應收若干聯營公司款項，其中人民幣128,199,000元（二零一九年十二月三十一日：人民幣128,199,00元）按8%

（二零一九年十二月三十一日：8%)的年利率計息及餘下結餘為免息、無抵押及須按要求償還。

本公司執行董事認為，本集團預計於報告期末起計十二個月內收取應收聯營公司款項的餘額，因此該款項分類為流動資產。

20. 按公平值計入損益之金融資產（「按公平值計入損益」）

按公平值計入損益之金融資產主要指由信譽良好的證券公司發行的基金投資。

於二零二零年六月三十日及二零一九年十二月三十一日，貨幣市場基金投資之公平值透過市場方法釐定，此乃經參考主要由包括政府債券、國債、公司債券及短期固定存款等中國債務投資組成的相關投資的表現後得出。

21. 貿易及其他應付款

– F-32 –

91 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

21. TRADE AND OTHER PAYABLES (continued)

The following is an analysis of trade payables presented based

on the invoice date:

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

0 – 60 days 0至60日 8,878,364 9,522,774

61 – 180 days 61至180日 6,051,109 6,174,922

181 – 365 days 181至365日 1,014,519 982,462

1 – 2 years 1至2年 990,485 416,058

2 – 3 years 2至3年 155,739 362,979

Over 3 years 3年以上 471,558 614,900

17,561,774 18,074,095

22. FINANCIAL LIABILITY AT FVTPL

Financial liability at FVTPL represents contingent consideration

of RMB27,646,000 for acquisition of the 5% equity interest in

Zhejiang Liantianmei Enterprise Management Co., Ltd, 浙江連天美企業管理有限公司 (the “Liantianmei”) on 9 March 2020.

Subject to and upon the terms and conditions of sales and

purchase agreement, the Group shall pay cash to the vendor up

to the value ranging from RMB41,650,000 to RMB62,500,000

as the total consideration of the 5% equity interest, depending

on the net profit for the year ending 31 December 2020 of

Liantianmei, and the remaining outstanding consideration is

due by 31 March 2021.

Fair value of contingent consideration is determined by the

discounted cash flow projection at the end of the reporting

period. Details of valuation of contingent consideration is set

out in note 32.

21. 貿易及其他應付款（續）

以下為貿易應付款按發票日期呈列之分析：

22. 按公平值計入損益的金融負債

按公平值計入損益的金融負債指於二零二零年三月九日收購浙江連天美企業管理有限公司（「連天美」）5%股權的或然代價人民幣27,646,000元。待買賣協議的條款及條件達成之後，作為5%股權的總代價，本集團須以現金向賣方支付至多為人民幣41,650,000元至人民幣62,500,000元之價值，視連天美於截至二零二零年十二月三十一日止年度之純利而定，餘下未償代價應於二零二一年三月三十一日或之前支付。

或然代價的公平值乃按於報告期末之貼現現金流預測釐定。或然代價的估值詳情載於附註32。

– F-33 –

92

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

23. AMOUNTS DUE TO NON-CONTROLLING SHAREHOLDERS OF SUBSIDIARIES/JOINT VENTURES

As at 30 June 2020, included in the balance of amounts due

to joint ventures are the amounts of RMB450,000,000 (31

December 2019: RMB900,000,000) due to 廣東金奧商業保理有限公司 Guangdong Jian Ao Business Factoring Co., Ltd, joint

venture of the Group. The amounts are unsecured, carrying

interest at rate of 4% per annum and repayable on demand

(2019: 4% to 12% per annum and repayable on 31 March

2020).

The remaining balances are unsecured, interest-free and

repayable on demand.

24. BANK AND OTHER BORROWINGS

During the six months ended 30 June 2020, the Group obtained

new bank and other borrowings denominated in RMB, HK$,

USD, CAD and AUD amounting to RMB31,750,272,000 (six

months ended 30 June 2019: RMB23,961,063,000) and repaid

bank and other borrowings amounting to RMB22,681,619,000

(six months ended 30 June 2019: RMB12,864,532,000). The

proceeds were mainly used to finance the development of

properties.

23. 應付附屬公司非控股股東╱ 合營企業款項

於二零二零年六月三十日，應付合營企業款項餘額中包括本集團應付廣東金奧商業保理有限公司人民幣450,000,000

元（二零一九年十二月三十一日：人民幣900,000,000元）。該等款項為無抵押，按4%的年利率計息，並按要求償還（二零一九年：年利率介乎4%至12%並於二零二零年三月三十一日償還）。

餘下結餘為無抵押、免息及須按要求償還。

24. 銀行及其他借款

截至二零二零年六月三十日止六個月，本集團獲得新增銀行及其他借款，以人民幣、港元、美元、加幣及澳元列值，總額為人民幣31,750,272,000元（截至二零一九年六月三十日止六個月：人民幣23,961,063,000元），償還銀行及其他借款總額為人民幣22,681,619,000元（截至二零一九年六月三十日止六個月：人民幣12,864,532,000元）。所得款項主要用作發展物業。

– F-34 –

93 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

24. BANK AND OTHER BORROWINGS (continued)

30.6.2020 31.12.2019二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000人民幣千元 人民幣千元

(unaudited) (audited)（未經審核） （經審核）

The bank and other borrowings bear interest per annum as:

銀行及其他借款年利率如下：

103% to 210.53% of lending rate of the People’s Bank of China (“PBC rate”) (2019: 95% to 210.53% of PBC rate)

中國人民銀行貸款利率（「人行利率」）的 103%至210.53%（二零一九年：人行利率 的95%至210.53%) 10,847,008 9,466,702

Fixed rate ranging from 2.97% to 16% (2019: 3.1% to 15%)

介乎2.97%至16%之固定利率 （二零一九年：3.1%至15%) 50,660,099 48,697,475

Hong Kong Interbank Offered Rate (“HIBOR”) plus 0.9% to 4.95% (2019: 1.5% to 4.95%)

香港銀行同業拆息（「香港銀行同業拆息」）加 0.9%至4.95%（二零一九年：1.5% 至4.95%)

7,336,778 6,561,160London Interbank Offered Rates

(“LIBOR”) plus 0.9% to 4.95% (2019: 0.9% to 4.95%)

倫敦銀行同業拆息（「倫敦銀行同業拆息」）加 0.9%至4.95%（二零一九年：0.9% 至4.95%) 2,555,677 2,189,985

Bank Bill Swap Bid Rate (“BBSY”) plus 1.7% to 7% (2019: bid rate plus 1.7%-2%)

銀行票據掉期（「銀行票據掉期」）買入利率加 1.7%至7%（二零一九年：買入利率加 1.7%至2%) 1,104,225 1,393,680

Canada Prime Rate plus 1.2% to 2.05% (2019: Canada Prime Rate plus 1.2% to 1.625%)

加拿大最優惠利率加1.2%至2.05% （二零一九年：加拿大最優惠利率加 1.2%至1.625%) 1,110,715 651,736

73,614,502 68,960,738

Analysis for reporting purpose: 就列報而言的分析：Current 即期 36,643,040 33,809,040Non-current 非即期 36,971,462 35,151,698

73,614,502 68,960,738

24. 銀行及其他借款（續）

– F-35 –

94

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

25. SENIOR NOTES AND BONDS

During the current interim period, the Company issued senior

notes in an aggregate principal amount of USD200,000,000

(the “2020 Notes 1”) and USD188,000,000 (the “2020 Notes

2”), and issued bond in an aggregate principal amount of

RMB2,540,000,000 (the “2020 Listed Corporate Bonds”),

and settled the 2016 Private Corporate Bonds, 2017 Notes

1 and 2018 Notes 3 with an aggregate principal amount of

RMB500,000,000, USD250,000,000 and USD175,000,000,

respectively.

2020 Notes 1

On 24 January 2020, the Company issued unlisted senior

notes in an aggregate principal amount of USD200,000,000.

The 2020 Notes 1:

(a) carry interest at rate of 8.0% per annum and interest is

payable in arrears on 24 July 2020 and 22 January 2021.

The 2020 Note 1 will mature on 22 January 2021;

(b) are senior in right of payment to any future obligations of

the Company expressly subordinated in right of payment

to the 2020 Notes 1;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) are guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) are effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

25 優先票據及債券

於本中期期間， 本公司發行優先票據，

本金總額200,000,000美元（「二零二零年票據一」）及188,000,000美元（「二零二零年票據二」）及發行債券，本金總額人民幣2,540,000,000元（「二零二零年上市公司債券」）及結算二零一六年私募公司債券、二零一七年票據一及二零一八年票據三，本金總額分別為人民幣500,000,000元、250,000,000美元及175,000,000美元

二零二零年票據一

於二零二零年一月二十四日，本公司發行本金總額為200,000,000美元的非上市優先票據。二零二零年票據一為：

(a) 按年利率8.0%計息及利息須在每年期末於二零二零年七月二十四日及二零二一年一月二十二日支付。二零二零年票據一將於二零二一年一月二十二日到期；

(b) 在受償權利上較列明次級二零二零年票據一受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等無抵押非次級債務有任何優先權則另當別論）；

(d) 由本公司若干附屬公司（「擔保人」，根據中國法例組織者除外）以優先方式擔保，惟須符合若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來責任。

– F-36 –

95 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

25. SENIOR NOTES AND BONDS (continued)

2020 Notes 2

On 21 February 2020, the Company issued senior notes in an

aggregate principal amount of USD188,000,000. 2020 Notes

2 are listed on the Singapore Exchange Securities Trading

Limited (“SGX”). The 2020 Notes 2:

(a) carry interest at rate of 4.8% per annum and interest is

payable in arrears on 18 August 2020 and 18 February

2021. The 2020 Notes 2 will mature on 18 February

2021;

(b) are senior in right of payment to any future obligations of

the Company expressly subordinated in right of payment

to the 2020 Notes 2;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) are guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) are effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

At any time and from time to time prior to 18 February 2021,

the Company may redeem up to 35% of the aggregate

principal amount of the 2020 Notes 2 at a redemption price

of 104.8% of the principal amount, plus accrued and unpaid

interest, if any, with the net cash proceeds from sales of

certain kinds of its capital stock, subject to certain conditions.

25. 優先票據及債券（續）

二零二零年票據二

於二零二零年二月二十一日，本公司發行本金總額為188,000,000美元的優先票據。二零二零年票據二於新加坡證券交易所有限公司（「新交所」）上市。二零二零年票據二為：

(a) 按年利率4.8%計息及利息須在每年期末於二零二零年八月十八日及二零二一年二月十八日支付。二零二零年票據二將於二零二一年二月十八日到期；

(b) 在受償權利上較列明次級二零二零年票據二受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等無抵押非次級債務有任何優先權則另當別論）；

(d) 由本公司若干附屬公司（「擔保人」，根據中國法例組織者除外）以優先方式擔保， 惟須符合若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來責任。

於二零二一年二月十八日之前隨時及不時，本公司可以遵照若干條件，以出售其若干類別股本的所得款項現金淨額，按其本金額104.8%的贖回價加累計及未付利息（如有）贖回最多35%的二零二零年票據二本金總額。

– F-37 –

96

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

25. SENIOR NOTES AND BONDS (continued)

2020 Notes 2 (continued)

At any time prior to 18 February 2021, the Company will be

entitled at its option to redeem the 2020 Notes 2, in whole but

not in part, at a redemption price equal to 100% of the principal

amount of the 2020 Notes 2 plus the applicable premium as of,

and accrued and unpaid interest, if any, to (but not including),

the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2020 Notes 2 and (ii) the excess of (A) the

present value at such redemption date of the redemption price

of the 2020 Notes 2 on 18 February 2021, plus all required

remaining scheduled interest payments due on such 2020

Notes 2 through 18 February 2021 (but excluding accrued and

unpaid interest to the redemption date), computed using a

discount rate equal to the adjusted treasury rate plus 100 basis

points, over (B) the principal amount of the 2020 Notes 2 on

the redemption date.

2020 Listed Corporate Bonds

On 2 March 2020, Aoyuan Group issued domestic corporate

bonds in an aggregate principal of RMB2,540,000,000. The

issue price was 100% of the principal amount of 2020 Listed

Corporate Bonds.

2020 Listed Corporate Bonds are listed on the Shanghai Stock

Exchange, which are unsecured, carry interest at rate of 5.5%

per annum and interest is payable annually on 3 March in

arrears. 2020 Listed Corporate Bonds will mature on 3 March

2025 unless the bonds holders sell back the bonds to Aoyuan

Group earlier.

Aoyuan Group is entitled to adjust upwards to the interest

rate on 3 March 2023, 20 days of trading prior to the second

interest repayment date for the 2020 Listed Corporate Bonds.

Upon the adjustment, bonds holders may at their options (“Put

options”) to sell back 2020 Listed Corporate Bonds to Aoyuan

Group in whole or in part at face value of their principal amount

within three days of trading from 3 March 2023.

25. 優先票據及債券（續）

二零二零年票據二（續）

本公司有權可選擇於二零二一年二月十八日前，按相等於二零二零年票據二本金金額的100%的贖回價另加截至贖回日期（但不包括該日）的適用溢價及截至贖回日期的應計及未付的利息（如有），全部而非部分贖回二零二零年票據二。

「適用溢價」為(i)二零二零年票據二本金額之1%及(ii)(A)二零二零年票據二於二零二一年二月十八日的贖回價於該贖回日期之現值，另加直至二零二一年二月十八日的二零二零年票據二所有到期之餘下規定利息（惟不包括直至該贖回日期之應計及未付利息），按相等於課調整後的美國國債價格之利率另加100個基點計算，超逾(B)於贖回日起至二零二零年票據二本金額之較高者。

二零二零年上市公司債券

於二零二零年三月二日，奧園集團發行本金總額為人民幣2,540,000,000元的境內公司債券。發行價為二零二零年上市公司債券本金額的100%。

二零二零年上市公司債券於上海證券交易所上市，為無抵押、按5.5%的年利率計息及利息須在每年期末於三月三日按年支付。二零二零年上市公司債券將於二零二五年三月三日到期，除非債券持有人提前將債券售回予奧園集團。

奧園集團有權於二零二三年三月三日（第二個利息償還日前20個交易日）向上調整二零二零年上巿公司債券的利率。於作出調整後，在自二零二三年三月三日起計三個交易日內，債券持有人可按照期權（「賣出期權」）按本金額面值將二零二零年上巿公司債券一全部或部分售回予奧園集團。

– F-38 –

97 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

25. SENIOR NOTES AND BONDS (continued)

The 2016 Private Corporate Bonds, 2017 Notes 2, 2018

Notes 1, 2018 Notes 2, 2018 Notes 4, 2018 Notes 5, all 2018

Corporate Bonds, 2018 Listed Corporate Bonds, all 2019

Notes, all 2020 Notes and 2020 Listed Corporate Bonds are

all contained a liability component and the early redemption

options or put options:

(a) Liability component represents the present value of

the contractually determined stream of future cash

flows discounted at the prevailing market interest rate

at that time applicable to instruments of comparable

credit status and providing substantially the same cash

flows, on the same terms, but without the embedded

derivatives.

The interest charged for the year is calculated by applying

an effective interest rate ranging from 5.75% to 9.31%

per annum to the liability component respectively since

the corresponding notes and bonds were issued.

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

Analysed for reporting purpose as: 就列報而言的分析：Current 即期 10,868,955 8,064,013

Non-current 非即期 18,564,298 18,739,179

29,433,253 26,803,192

25. 優先票據及債券（續）

二零一六年私募公司債券、二零一七年票據二、二零一八年票據一、二零一八年票據二、二零一八年票據四、二零一八年票據五、所有二零一八年公司債券、二零一八年上市公司債券、所有二零一九年票據、所有二零二零年票據及二零二零年上市公司債券均含有負債部分以及提早贖回選擇權或賣出期權：

(a) 負債部分為將合約約定的未來現金流量，按照具有類似信用評級且提供大致上相同現金流量但不包含嵌入衍生工具的債務工具的當時適用市場利率進行折現確定。

年內利息以負債部分自相應票據及債券發行以來分別按實際年利率5.75%至9.31%計算。

– F-39 –

98

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

25. SENIOR NOTES AND BONDS (continued)

(a) (continued)

The movement of the liability component in above Notes

and Corporate Bonds during the period is set out below:

30.6.2019二零一九年六月三十日

RMB’000人民幣千元

Carrying amount as at 1 January 2019 (audited) 於二零一九年一月一日的賬面值（經審核） 16,970,161Proceeds received 已收所得款項 8,067,918Exchange loss 匯兌虧損 45,351Interest expenses 利息支出 946,750Interest paid to notes holders 向票據持有人支付之利息 (461,825)Settlement of 2016 senior note 結清二零一六年優先票據 (1,682,675)

_________

Carrying amount as at 30 June 2019 (unaudited) 於二零一九年六月三十日的賬面值

（未經審核） 23,885,680

30.6.2020二零二零年六月三十日

RMB’000人民幣千元

Carrying amount as at 1 January 2020 (audited) 於二零二零年一月一日的賬面值（經審核） 26,803,192Proceeds received 已收所得款項 5,143,721Exchange loss 匯兌虧損 229,192Interest expenses 利息支出 1,212,612Interest paid to notes holders 向票據持有人支付之利息 (810,586)Settlement of senior note and bonds 結清優先票據及債券 (3,144,878)

Carrying amount as at 30 June 2020 (unaudited) 於二零二零年六月三十日的賬面值

（未經審核） 29,433,253

25. 優先票據及債券（續）

(a) （續）

上述票據及公司債券負債部分的期內變動載列如下：

– F-40 –

99 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

25. SENIOR NOTES AND BONDS (continued)

(b) Early redemption options attached to certain senior notes

are regarded as embedded derivatives not closely related

to the host contracts. The executive directors consider

that the fair value of the early redemption options is

insignificant on initial recognition date, 31 December

2019 and 30 June 2020.

(c) Put options held by the bond holders are regarded as

an embedded derivative closely related to the economic

characteristics and risks of the host contract, therefore,

the written put options are not separated from liability

component.

26. SHARE CAPITAL

Number Shareof shares capital股份數目 股本

HK$’000

千港元

Authorised: 法定：At 1 January 2019, 30 June 2019,

1 January 2020 and 30 June 2020

於二零一九年一月一日、二零一九年六月三十日、二零二零年一月一日及二零二零年六月三十日 100,000,000,000 1,000,000

Issued and fully paid: 已發行及繳足：At 1 January 2019 於二零一九年一月一日 2,677,883,354 26,778

Exercise of share options 行使購股權 7,500,000 75

At 30 June 2019 於二零一九年六月三十日 2,685,383,354 26,853

At 1 January 2020 於二零二零年一月一日 2,690,383,354 26,903

Exercise of share options 行使購股權 12,500,000 125

At 30 June 2020 於二零二零年六月三十日 2,702,883,354 27,028

25. 優先票據及債券（續）

(b) 本公司系予若干優先票據的提前贖回權視為並非與主合同有密切關係的嵌入式衍生工具。執行董事認為上述提早贖回權於初始確認時以及於二零一九年十二月三十一日及二零二零年六月三十日的公平值不重大。

(c) 債券持有人所持有的賣出期權視為與主合同的經濟特徽及風險方面有密切關係的嵌入式衍生工具，因此，書面賣出期權並未與負債部分分開。

26. 股本

– F-41 –

100

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

26. SHARE CAPITAL (continued)

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

Shown in the condensed consolidated

statement of financial position

於簡明綜合財務狀況表呈列25,568 25,453

27. ACQUISITIONS OF SUBSIDIARIES

Acquisitions of assets and liabilities through acquisitions of subsidiaries

During the current period, the Company acquired the following

subsidiaries at a total cash consideration of RMB1,937,926,000.

The principal activities of these subsidiaries are engaged in

property development, which hold parcels of land without

significant process at the date of the acquisition.

The Group elected to apply the optional concentration test

in accordance with IFRS 3 “Business Combinations” on a

transaction-by-transaction basis and concluded that:

The properties for sale, together with the advance to

constructors and suppliers, are considered a single identifiable

asset of each subsidiary acquired; and these assets are similar

in nature and risks associated with managing and creating

outputs are not significantly different.

Consequently, the Group determined that substantially all of

the fair value of the gross assets (excluding cash and cash

equivalents and deferred tax asset) of each subsidiary acquired

is concentrated in a group of similar identifiable assets and

concluded that the acquired set of activities and assets is not

a business. Therefore, these transactions are accounted for

as acquisition of assets and liabilities through acquisition of

subsidiaries:

26. 股本（續）

27. 收購附屬公司

透過收購附屬公司而收購資產及負債

於本中期期間，本公司以總代價人民幣1,937,926,000元收購下列附屬公司。該等附屬公司的主要業務是從事物業發展，該等公司在收購日期持有地塊但並無重大進程。

本集團（基於逐筆交易）選擇根據國際財務報告準則第3號「業務合併」應用可選的集中度測試，並認為：

可出售物業（連同墊款予承包商及供應商）被認為各收購附屬公司的單一可識別資產；及該等資產性質類似及與管理及創造產出相關的風險並無太大差別。

因此，本集團釐定，所收購各附屬公司的總資產（不包括現金及現金等價物以及遞延稅項資產）在實質上所有公平值均集中在一組類似可識別資產及認為所收購的一系列活動及資產並非業務。因此，該等交易透過收購附屬公司入賬列作收購資產及負債。

– F-42 –

101 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

27. ACQUISITIONS OF SUBSIDIARIES (continued)

Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

Name of subsidiaries acquired

Place ofestablishment/incorporation

Acquisition completed in

Equity interestacquired Consideration

所收購附屬公司名稱 成立╱註冊成立地點 收購完成日期 收購股權 代價(Note i) RMB’000

（附註 i） 人民幣千元

揚州中城同進房地產有限公司 Jiangsu, the PRC January 100% 666,726

(Yangzhou Zhongchengtongjin Property Development

Co., Ltd)

中國江蘇一月

鹽城和融房地產開發有限公司 Jiangsu, the PRC May 65% 87,450

(Yancheng Herong Property Development Co., Ltd) 中國江蘇 五月

廣東繁星置業投資有限公司 Guangdong, the PRC May 95% 132,270

(Guangdong Fanxing Real Estate Investment Co., Ltd) 中國廣東 五月 (Note ii)

（附註ii)

江門市逸華投資有限公司 Guangdong, the PRC May 95% 13,140

(Jiangmen Yihua Investment Co., Ltd) 中國廣東 五月 (Note ii)

（附註ii)

江門市華盈投資有限公司 Guangdong, the PRC May 95% –

(Jiangmen Huaying Investment Co., Ltd) 中國廣東 五月 (Note ii)

（附註ii)

西鹹新區綠城頤觀房地產有限公司 Shaanxi, the PRC April 100% 514,800

(Xixian New District Green City Yiguan Property

Co., Ltd)

中國陝西 四月

溫州市垠澤置業有限公司 Zhejiang, the PRC May 51% 10,408

(Wenzhou Yinze Real Estate Co., Ltd) 中國浙江 五月 (Note iii)

（附註iii)

溫州市瀚暘置業有限公司 Zhejiang, the PRC May 51% –

(Wenzhou Hanyang Real Estate Co., Ltd) 中國浙江 五月 (Note iii)

（附註iii)

宿州新城金悅房地產開發有限公司 Anhui, the PRC May 51% 10,200

(Suzhou New City Jinyue Property Development

Co., Ltd)

中國安徽 五月

27. 收購附屬公司（續）

透過收購附屬公司而收購資產及負債（續）

– F-43 –

102

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

Name of subsidiaries acquired

Place ofestablishment/incorporation

Acquisition completed in

Equity interestacquired Consideration

所收購附屬公司名稱 成立╱註冊成立地點 收購完成日期 收購股權 代價(Note i) RMB’000

（附註 i） 人民幣千元

珠海潤達房地產開發有限公司 Guangdong, the PRC May 60% 104,097

(Zhuhai Runda Property Development Co., Ltd) 中國廣東 五月

江蘇綠信置業有限公司 Jiangsu, the PRC June 30% 30,000

(Jiangsu Lvxin Real Estate Co., Ltd) 中國江蘇 六月 (Note iv)

（附註iv)

廊坊榮弘房地產開發有限責任公司 Hebei, the PRC May 60% 368,835

(Langfang Ronghong Property Development Co., Ltd) 中國河北 五月

Notes:

(i) The equity interest acquired represents the equity interest acquired by

the acquirer.

(ii) At the date of acquisition, the Group acquired 95% equity interest in

both Guangdong Fanxing Real Estate Investment Co., Ltd (“Guangdong

Fanxing”) and Jiangmen Yihua Investment Co., Ltd (“Jiangmen Yihua“).

Guangdong Fanxing and Jiangmen Yihua are shareholders of Jiangmen

Huaying Investment Co., Ltd (“Jiangmen Huaying”), which holds 90%

and 10% of equity interest in Jiangmen Huaying, respectively.

(iii) Wenzhou Hanyang Real Estate Co., Ltd is 100% owned subsidiary held

by Wenzhou Yinze Real Estate Co., Ltd. The effective equity interest held

by the Group is 51%.

(iv) Jiangsu Lvxin Real Estate Co., Ltd (“Jiangsu Lvxin”) is a subsidiary of

the Company although the Group holds 30% equity interest in Jiangsu

Lvxin. The Company holds Jiangsu Lvxin indirectly through Xuzhou Aoye

Real Estate Company Limited, a 100% subsidiary of the Company who

holds a 30% equity interest in Jiangsu Lvxin. The board of directors of

Jiangsu Lvxin comprise 3 directors. The Group has the power to appoint

2 directors in Jiangsu Lvxin and the relevant activities of Jiangsu Lvxin

require 2/3 or above of directors approval. The directors concluded that

the Group has sufficiently dominant voting interest to direct the relevant

activities of Jiangsu Lvxin and therefore the Group has control over

Jiangsu Lvxin.

27. ACQUISITIONS OF SUBSIDIARIES (continued)

Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

27. 收購附屬公司（續）

透過收購附屬公司而收購資產及負債（續）

附註：

(i) 所收購股權指收購方收購之股權。

(ii) 於收購日期，本集團收購廣東繁星置業投資有限公司（「廣東繁星」）及江門市逸華投資有限公司（「江門逸華」）95%股權。廣東繁星及江門逸華為江門市華盈投資有限公司（「江門華盈」）的股東，分別持有江門華盈90%及10%股權。

(iii) 溫州市瀚暘置業有限公司由溫州市垠澤置業有限公司持有100%的附屬公司。本集團持有的實際股權為51%。

(iv) 江蘇綠信置業有限公司（「江蘇綠信」）為本公司的附屬公司，儘管本集團持有江蘇綠信30%股權。本公司透過徐州奧熠置業有限公司（本公司的全資附屬公司，持有江蘇綠信30%股權）間接持有江蘇綠信。江蘇綠信的董事會由3名董事組成。本集團有權於江蘇綠信委任2名董事且江蘇綠信的相關活動須經三分之二或以上董事批准。董事認為，本集團擁有充分絕對投票權，以指導江蘇綠信的相關活動，因此本集團對江蘇綠信擁有控制權。

– F-44 –

103 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

27. ACQUISITIONS OF SUBSIDIARIES (continued)

Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

These transactions were accounted for as purchases of assets

and liabilities. Details are summarised below:

RMB’000

人民幣千元

Consideration transferred: 已轉讓之代價：Cash consideration paid in current year 本年度已付現金代價 796,832

Deposits paid in prior year 上年支付按金 892,694

Consideration payable due within one year included in

trade and other payables (note 21)

計入貿易之其他應付款於一年內到期

應付之代價（附註21） 248,400

1,937,926

Assets acquired and liabil it ies recognised at dates of

acquisitions are as follows:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 2,090

Properties for sale 可供出售物業 9,311,384

Trade and other receivables 貿易及其他應收款 945,712

Amounts due from non-controlling shareholders 應收附屬公司非控股股東款項 113,770

Tax recoverable 可收回稅金 64,874

Bank balances and cash 銀行結餘及現金 1,088,896

Trade and other payables 貿易及其他應付款 (3,749,241)

Contract liabilities 合同義務 (2,613,777)

Bank and other borrowings due within one year 於一年內到期的銀行及其他借款 (1,104,000)

Bank and other borrowings due over one year 於一年後到期的銀行及其他借款 (1,255,602)

Amounts due to non-controlling shareholders 應付非控股股東款項 (491,050)

Deferred Tax liabilities 遞延稅項負債 (8,426)

2,304,630

Less: Non-controlling interests (Note) 減：非控股權益（附註） (366,704)

1,937,926

27. 收購附屬公司（續）

透過收購附屬公司而收購資產及負債（續）

該等交易作為購入資產及負債入賬。詳情概述如下：

於收購日期購入的資產及確認的負債如下：

– F-45 –

104

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

27. ACQUISITIONS OF SUBSIDIARIES (continued)

Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)Note: The non-controlling interests recognised at the acquisition date was

measured in accordance with share of net assets at fair value.

Net cash inflows of cash and cash equivalents in respect of the

above acquisitions:

RMB’000

人民幣千元

Bank balances and cash of the subsidiaries acquired 所收購附屬公司的銀行結餘及現金Cash consideration paid 已付現金代價 (796,832)

Less: cash and cash equivalent balances acquired 減：已收購現金及現金等價物結餘 1,088,896

292,064

27. 收購附屬公司（續）

透過收購附屬公司而收購資產及負債（續）附註： 於收購日期確認的非控股權益根據所佔資產

淨值按公平值計量。

有關上述收購之現金及現金等價物之現金流入淨額：

– F-46 –

105 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

28. DISPOSAL OF SUBSIDIARIES

During the current interim period, the Group disposed

of the following subsidiaries at a total consideration of

RMB1,872,725,000. These transactions are accounted for as

disposal of subsidiaries.

Name of subsidiaries disposed

Place ofestablishment/incorporation

Disposalcompleted in

Equity interestbefore disposal

Equity interestafter disposal Consideration

所出售附屬公司名稱 成立╱註冊成立地點 出售完成日期 出售之前股權 出售之後股權 代價RMB’000

人民幣千元

Hongyu (Guangzhou) Real Estate Co., Ltd

弘譽（廣州）置業有限公司 and

Meizhou Huangjiamingdian Property

Development Co., Ltd

梅州皇家名典房地產開發有限公司

Guangdong, the PRC

中國廣東Guangdong, the PRC

中國廣東

January

一月January

一月

100%

51%

–

–

100,000

Huizhou Ganghong Property

Development Co., Ltd

Guangdong, the PRC January 51% – 100,000

惠州市崗宏房地產開發有限公司 中國廣東 一月

Huizhou Huiyang Jindeming Industrial

Co., Ltd

Guangdong, the PRC April 70% – 56,008

惠州市惠陽區金德明實業有限公司 中國廣東 四月

Zhuhai Aoyu Real Estate Co., Ltd Guangdong, the PRC April 100% 51% 17,597

珠海奧譽置業有限公司 中國廣東 四月

Guangzhou Shangyu Real Estate Co., Ltd

廣州尚宇置業有限公司 and

Foshan Hengshuntong Property

Development Co., Ltd

佛山市恒順通房地產開發有限公司

Guangdong, the PRC

中國廣東Guangdong, the PRC

中國廣東

May

五月May

五月

100%

100%

51%

51%

77,672

Zhuhai Aoyuan Huisheng Real Estate Co., Ltd Guangdong, the PRC April 100% 51% 196,078

珠海奧園匯盛置業有限公司 中國廣東 四月

Chongqing Zhanyi Trade Co., Ltd Chongqing, the PRC June 100% 51% 28,820

重慶展宜貿易有限責任公司 中國重慶 六月

28. 出售附屬公司

於本中期期間，本集團以總代價人民幣1,872,725,000元出售以下附屬公司。該等交易入賬列作出售附屬公司。

– F-47 –

106

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

Name of subsidiaries disposed

Place ofestablishment/incorporation

Disposalcompleted in

Equity interestbefore disposal

Equity interestafter disposal Consideration

所出售附屬公司名稱 成立╱註冊成立地點 出售完成日期 出售之前股權 出售之後股權 代價RMB’000

人民幣千元

Chengdu Aoyu Real Estate Co., Ltd Chengdu, the PRC April 100% 51% 131,472

成都市奧譽置業有限公司 中國成都 四月

Guangzhou Aorong Real Estate Co., Ltd Guangdong, the PRC June 100% 80% 120,000

廣州奧榮置業有限公司 中國廣東 六月

Zhuhai Haichen Investment Co., Ltd Guangdong, the PRC March 80% – 221,493

珠海市海辰投資有限公司 中國廣東 三月

Zhongshan Panyun Property Development Co., Ltd Guangdong, the PRC January 51% – 77,709

中山市攀雲房地產開發有限公司 中國廣東 一月

Foshan Shengdeli Property Co., Ltd Guangdong, the PRC March 100% – 27,625

佛山市聖德利房地產有限公司 中國廣東 三月

Beijing River Garden Property Management Co., Ltd Beijing, the PRC March 100% 51% 367,500

北京市溪水花園物業管理有限公司 中國北京 三月

Ruichang Aoyuan Real Estate Co., Ltd Jiangxi, the PRC March 100% 79% 74,000

瑞昌奧園置業有限公司 中國江西 三月

Xinzheng Wangwo Real Estate Co., Ltd Henan, the PRC April 100% 51% 117,143

新鄭市忘我置業有限公司 中國河南 四月

Xian Aoyuan Junyuan Property Development Co., Ltd

西安奧園駿遠房地產開發有限公司 and

Xixian New District Green City Yuguan

Property Co., Ltd

西鹹新區綠城頤觀房地產有限公司

Shaanxi, the PRC

中國陝西Shaanxi, the PRC

中國陝西

April

四月April

四月

100%

100%

51%

51%

159,608

28. DISPOSAL OF SUBSIDIARIES (continued) 28. 出售附屬公司（續）

– F-48 –

107 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

28. DISPOSAL OF SUBSIDIARIES (continued)

The Group has also disposed of certain subsidiaries during the

period through revising the Articles of Association of these

subsidiaries. During the current period, the revised Articles

of Association of these entities became effective and has

stipulated that unanimous consent of the directors are required

on making relevant operating decisions.

The board of directors are involved in daily operations and

management of the property development project. Before the

revision of these entities’ Articles of Association, the Group

was able to appoint 3 out of 5 or 2 out of 3 directors to the

board of directors of these entities and simple majority was

required on making daily operating decisions. After the revision

of these entities’ Articles of Association, the Group are not

able to control the activities without co-operation of the other

investors, and each party cannot individually control these

entities. After considering the above fact and circumstances,

the directors of the Company concluded that the Group does

not have the power of control over these entities since the

effective dates of the revised Articles of Association of these

entities. As a result, the Group has lost control over these

entities and that these entities have become joint ventures of

the Group.

28. 出售附屬公司（續）

本集團於期內亦已透過修訂若干附屬公司的組織章程細則處置該等附屬公司。於本期間，該等實體的經修訂組織章程細則生效，並訂明作出有關經營決策須獲董事一致同意。

董事會參與物業開發項目的日常營運及管理。於修訂這些實體的組織章程前，本集團可向這些實體的董事會委任5名董事當中的3名董事或3名董事當中的2名董事。於修訂這些實體的組織章程後，若無其他投資者的合作，則本集團未能控制該等活動，各方不可單獨控制這些實體。於考慮上述事實及情形後，本公司董事認為，自經修訂這些實體的組織章程細則生效日期起，本集團對這些實體並無控制權。因此，本集團已失去對這些實體的控制權，而這些實體已成為本集團的合營企業。

– F-49 –

108

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

28. DISPOSAL OF SUBSIDIARIES (continued)

Details of the net assets disposed of in respect of these

transactions are summarised below:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 20,681

Properties for sales 可供出售物業 12,225,929

Investment properties 投資物業 991,411

Trade and other receivables 貿易及其他應收款 2,665,300

Amounts due from non-controlling shareholders of

subsidiaries

應收附屬公司非控股股權款項562,434

Tax recoverables 可收回稅金 224,784

Restricted bank deposits 受限制銀行存款 20,995

Bank balances and cash 銀行結餘及現金 2,833,888

Deferred tax assets 遞延稅項資產 16,290

Amounts due from subsidiaries of the Group 應收本集團附屬公司款項 3,238,023

Trade and other payables 貿易及其他應付款 (2,722,685)

Amounts due to subsidiaries of the Group 應付本集團附屬公司款項 (4,528,411)

Amounts due to non-controlling shareholders of

subsidiaries

應付附屬公司非控股股東款項(212,732)

Contract liabilities 合同義務 (4,392,832)

Tax liabilities 稅項負債 (191,861)

Bank and other borrowings due within one year 於一年內到期的銀行及其他借款 (1,807,020)

Bank and other borrowings due over one year 於一年後到期的銀行及其他借款 (5,088,140)

Deferred tax liabilities 遞延稅項負債 (180,025)

Net assets disposed of 所出售淨資產 3,676,029

28. 出售附屬公司（續）

有關以上交易出售的淨資產詳情概述如下：

– F-50 –

109 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

28. DISPOSAL OF SUBSIDIARIES (continued)

Gain on disposal of subsidiaries

RMB’000

人民幣千元

Cash consideration 現金代價 1,872,725

Fair value of retained equity interests in: 於下列的保留權益的公平值：– classified as interests in joint ventures －分類為於合營企業的權益 1,373,228

Net assets disposed of 所出售資產淨值 (3,676,029)

Non-controlling interests 非控股權益 850,247

Gain on disposal 出售收益 420,171

Net cash outflows arising from disposal of subsidiaries:

RMB’000

人民幣千元

Cash consideration received 已收現金代價 1,872,725

Less: bank balances and cash of the subsidiaries

disposal of

減：出售附屬公司的銀行結餘及現金(2,833,888)

(961,163)

28. 出售附屬公司（續）

出售附屬公司之收益

因出售附屬公司產生的現金流出淨額：

– F-51 –

110

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

29. COMMITMENTS

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

Construction cost commitments for

properties for sale contracted for but not

provided in the condensed consolidated

financial statements

已訂約但未於簡明綜合財務報表

撥備之銷售物業建築成本承擔

22,959,412 32,078,329

Commitments for acquisition of land use

rights contracted for but not provided

in the condensed consolidated financial

statements

已訂約但未於簡明綜合財務報表

撥備之土地使用權收購承擔

5,697,420 141,506

Commitments for acquisition of subsidiaries

contracted for but not provided in

the condensed consolidated financial

statements

已訂約但未於簡明綜合財務報表

撥備之附屬公司收購承擔

2,355,816 2,575,369

Construction cost commitments for

investment properties contracted for

but not provided in the condensed

consolidated financial statements

已訂約但未於簡明綜合財務報表

撥備之投資物業建築成本承擔

71,550 306,310

Construction cost commitments in respect

of building under development contracted

for but not provided in the condensed

consolidated financial statements

已訂約但未於簡明綜合財務報表

撥備之發展中樓宇的建築成本

承擔232,080 486,967

Commitments for acquisition of a joint

venture contracted for but not provided

in the condensed consolidated financial

statements

已訂約但未於簡明綜合財務報表

撥備之一間合營企業收購承擔

121,036 162,509

Construction cost commitments for a

healthcare and medical beauty industrial

complex contracted for but not provided

in the condensed consolidated financial

statements

已訂約但未於簡明綜合財務報表

內撥備之康養及醫療美容產業

綜合體建築成本承擔– 399,339

Commitments for registered capital injection

in a joint venture

對一間合營企業認繳註冊

資本承擔 51,200 51,200

29. 承擔

– F-52 –

111 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

30. CONTINGENT LIABILITIES

At the end of respective reporting period, the Group had

contingent liabilities as follows:

30.6.2020 31.12.2019

二零二零年六月三十日

二零一九年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (audited)

（未經審核） （經審核）

Guarantees given to banks in connection

with facilities granted to third parties

就授予第三方的信貸而給予

銀行的擔保 82,142,713 77,693,508

Guarantees given to banks in connection

with facilities granted to joint ventures

就授予合營企業的信貸而給予

銀行的擔保 20,291,726 8,029,380

Guarantees given to banks in connection

with facilities granted to associates

就授予聯營公司的信貸而給予

銀行的擔保 390,000 –

The Group had provided guarantees in respect of banking

facilities granted by banks to the Group’s joint ventures and

associates. In the opinion of the executive directors of the

Company, the fair value of guarantee contracts are insignificant

at initial recognition. Also, no provision for the guarantee

contracts at the end of the reporting period is recognised as

the default risk is low.

30. 或然負債

於各報告期末，本集團或然負債如下：

本集團已就銀行授予本集團之合營企業及聯營公司的銀行融資提供擔保。本公司執行董事認為，擔保合同之公平值於初步確認時並不重大。此外，由於違約風險較低，因此於報告期末並無就擔保合同確認撥備。

– F-53 –

112

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

31. RELATED PARTY TRANSACTIONS

(a) The Group had entered the fo l lowing mater ia l

transactions with related parties during the period:

30.6.2020 30.6.2019

二零二零年六月三十日

二零一九年六月三十日

RMB’000 RMB’000

人民幣千元 人民幣千元Related party Nature of transaction (unaudited) (unaudited)

關連公司 交易性質 （未經審核） （未經審核）

Joint ventures Interest income 9,245 –

合營企業 利息收入

Joint ventures Interest expense 16,610 31,169

合營企業 利息支出

Joint ventures Property management services

income 21,882 3,017

合營企業 物業管理服務收入

Joint ventures Construction services 33,402 87,314

合營企業 建築服務

Non-controlling shareholders of

subsidiaries

Interest expense

– 118,576

附屬公司非控股股東 利息支出

Associate Other expenses 2,721 26,379

聯營公司 其他支出

31. 關連公司交易

(a) 期內，本集團與關連公司訂立之重大交易如下：

– F-54 –

113 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

31. RELATED PARTY TRANSACTIONS (continued)

(b) Compensat ion o f key management personnel

The remuneration of directors and other members of key

management during the period is as follows:

Six months ended截至下列日期止六個月30.6.2020 30.6.2019

二零二零年六月三十日

二零一九年六月三十日

RMB’000 RMB’000

人民幣千元 人民幣千元(unaudited) (unaudited)

（未經審核） （未經審核）

Short-term benefits 短期福利 24,316 27,285

Share-based payments 以股份為基礎的付款 - 4,232

Retirement benefit scheme

contributions

退休福利計劃供款280 36

24,596 31,553

31. 關連公司交易（續）

(b) 主要管理人員補償

期內，董事及主要管理層其他成員的薪酬如下：

– F-55 –

114

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

32. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

Fair value of the Group’s financial assets that are measured at fair value on a recurring basis

Some of the Group’s financial assets are measured at fair value

at the end of each reporting period. The following table gives

information about how the fair values of these financial assets

are determined (in particular, the valuation technique(s) and

inputs used), as well as the level of the fair value hierarchy into

which the fair value measurements are categorised (levels 1

to 3) based on the degree to which the inputs to the fair value

measurements is observable.

• Level 1 fair value measurements are those derived from

quoted prices (unadjusted) in active market for identical

assets or liabilities;

• Level 2 fair value measurements are those derived from

inputs other than quoted prices included within Level 1

that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 fair value measurements are those derived from

valuation techniques that include inputs for the asset

or liability that are not based on observable market data

(unobservable inputs).

32. 金融工具公平值計量

按經常性基準以公平值計量本集團金融資產的公平值

本集團部分金融資產於各報告期末按公平值計量。下表提供該等金融資產的公平值如何釐定（尤其是使用的估值技術及輸入數據）與公平值等級，公平值計量根據公平值計量輸入數據的可觀察程度劃分為多個類別（第一至三級）之資料。

• 第1級公平值計量指以在活躍市場就相同資產或負債取得之報價（未經調整）所進行之計量；

• 第2級公平值計量指以第1級報價以外之資產或負債之可觀察輸入數據，無論是直接（即價格）或間接（即按價格推算）所進行之計量；及

• 第3級公平值計量指透過運用並非基於可觀察市場數據之資產或負債輸入數據（不可觀察輸入數據）之估值技術所進行之計量。

– F-56 –

115 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

32. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (continued)

Fair value of the Group’s financial assets that are measured at fair value on a recurring basis (continued)

Financial assets

金融資產Fair value as at於以下日期的公平值

Fair value

hierarchy

公平值層級Valuation techniques and key inputs

估值技術及主要輸入數據30.06.2020二零二零年六月三十日

31.12.2019

二零一九年十二月三十一日

RMB’000人民幣千元

RMB’000

人民幣千元

Equity instruments at FVTOCI –

unlisted investments

按公平值計入其他全面收益之權益工具－未上市投資

445,780 145,780 Level 3

第3級Market approach considers comparable

company enterprise value and discount for

lack of marketability.

市場法就缺乏市場考慮可資比較公司企業

價值及貼現。

Equity instruments at FVTOCI –

listed investments

按公平值計入其他全面收益之權益工具－上市投資

99,997 99,997 Level 1

第1級Quoted price based on Shanghai Stock

Exchanges at the end of the reporting

period (or the nearest day of trading).

於報告期末（或最近的交易日）基於上海證券

交易所的報價計算。

Equity instruments at FVTPL

– unlisted investments

按公平值計入損益之權益工具

－未上市投資

52,736 – Level 3

第3級Discounted cash flow. Future cash flows

are estimated based on average spending

of customer, number of customers with

expected return and discounted at a rate

that reflects the internal rate of return of

the underlying investments.

現金流折現。未來現金流量根據客戶平均支出、具有預期收益的客戶數目進行估計，按照反映各項相關投資內部收益率的折現率計算

32. 金融工具公平值計量（續）

按經常性基準以公平值計量本集團金融資產的公平值（續）

– F-57 –

116

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

Financial assets

金融資產Fair value as at於以下日期的公平值

Fair value

hierarchy

公平值層級Valuation techniques and key inputs

估值技術及主要輸入數據30.06.2020二零二零年六月三十日

31.12.2019

二零一九年十二月三十一日

RMB’000人民幣千元

RMB’000

人民幣千元

Financial assets at FVTPL

按公平值計入損益之金融資產

484,380 574,400 Level 3

第3級Discounted cash flow. Future cash flows

are estimated based on expected return,

and the contracted investment costs,

discounted at a rate that reflects the

internal rate of return of the underlying

investments.

現金流折現。未來現金流量根據預期收益及

合同投資成本進行估計，按照反映各項

相關投資內部收益率的折現率計算。

Structured deposits

結構性存款755,000 704,500 Level 2

第2級Discounted cash flow. Future cash flows are

estimated based on expected return.

現金流折現，未來現金流量根據預期收益

進行估計。

Financial liability

金融負債

Financial liability at FVTPL

- contingent consideration

按公平值計入損益之金融負債

－或然代價

27,646 – Level 3

第3級Discounted cash flow. Future cash flows

are estimated based on average spending

of customer, number of customers with

expected return.

現金流折現。未來現金流量根據客戶平均支出、具有預期收益的客戶數目進行估計。

32. 金融工具公平值計量（續）

按經常性基準以公平值計量本集團金融資產的公平值（續）

32. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (continued)

Fair value of the Group’s financial assets that are measured at fair value on a recurring basis (continued)

– F-58 –

117 Interim Report 2020 二零二零年中期報告

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

33. EVENTS AFTER REPORTING PERIOD

Subsequent to the end of the reporting period, the Group had

following significant events took place:

(a) On 2 July 2020, the Company issued senior notes

(the “2020 Notes 3”) in an aggregate principal amount

of USD460,000,000 (equivalent to approximately

RMB3,202,428,000) carries interest at 6.35% per annum

and due in 2024. Details of the terms and conditions are

set out in the announcement issued by the Company

on 24 June 2020. Up to the date of issuance of these

condensed consolidated financial statements, the net

proceeds of approximately USD453,445,000 (equivalent

to approximately RMB3,156,796,000) from the issuance

of the 2020 Notes 3 have been fully received.

(b) On 10 July 2020, the Group entered into an equity

transfer agreement with an independent third party to

acquire 98% equity interests and partial debt of 成都通威實業有限公司 (Chengdu Tongwei Industries Co.,

Ltd.) ("Chengdu Tongwei"), with cash consideration of

RMB1,936,265,000. Chengdu Tongwei currently holds

three land parcels located at Chenghua District, Chengdu

City, Sichuan Province, the PRC (中國四川省成都巿成華區), (the "Project Land"). The Project Land is classified as

type 2 residential land and the relevant state-owned land

use right certificates have been granted.

Details of the terms and conditions are set out in the

announcement issued by the Company on 13 July 2020.

33. 報告期後事項

於報告期末後，本集團已進行下列重大事項：

(a) 於二零二零年七月二日，本公司發行本金總額460,000,000美元（相當於約人民幣3,202,428,000元）的優先票據（「二零二零年票據三」），按年利率6.35%計息及於二零二四年到期。條款及條件詳情載於本公司於二零二零年六月二十四日刊發的公告。截至本簡明綜合財務報表刊發日期，已悉數收取發行二零二零年票據三所得款項淨額約453,445,000美元（相當於約人民幣3,156,796,000元）。

(b) 於二零二零年七月十日，本集團與獨立第三方訂立股權轉讓協議，以代價合共人民幣1,936,265,000元收購成都通威實業有限公司（「成都通威」）的98%股權及目標公司部份債務。成都通威現時持有位於中國四川省成都市成華區三宗土地（「項目土地」）。項目土地的用途為二類住宅用地，並已取得國有土地使用權證。

條款及條件詳情載於本公司於二零二零年七月十三日刊發的公告。

– F-59 –

118

簡明綜合財務報表附註（續）Notes to the Condensed Consolidated Financial Statements (continued)

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

China Aoyuan Group Limited 中國奧園集團股份有限公司

33. EVENTS AFTER REPORTING PERIOD (continued)

(c) On 7 April 2020 and 18 May 2020, a wholly-owned

subsidiary of the Company (the “Purchaser”), has

entered into a share transfer framework agreement and a

formal share transfer agreement respectively (collectively

referred as the “Share Transfer Agreements”) with

Kinghand Holdings Group Co., Ltd. and Jianshui Tairong

Business Management Co., Ltd. (collectively referred as

the “Vendors”) and Mr. Tian Han. Pursuant to the Share

Transfer Agreements, the Purchaser has conditionally

agreed to acquire and the Vendors have conditionally

agreed to sell approximately 29.30% of the share capital

of the Kinghand Industrial Investment Group Co., Ltd,

which its shares are listed on the Shenzhen Stock

Exchange, at a consideration of RMB1,160,000,000

in cash. As at 30 June 2020, the Purchaser has paid

deposits of approximate RMB843,077,000.

On 5 August 2020, the Company announced that all the

conditions precedent under the formal share transfer

agreement have been fulfilled and completion of the

acquisition took place on 21 July 2020.

Details of the terms and conditions are set out in the

announcements issued by the Company on 7 April 2020,

18 May 2020 and 5 August 2020.

(d) On 5 August 2020, Aoyuan Corporation (Group) Limited

(“Aoyuan Corporation”), a wholly-owned subsidiary of the

Company issued domestic corporate bonds (the “2020

Listed Corporate Bonds 2”) in an aggregate principal

amount of RMB1,180,000,000 carries interest at 5.65%

per annum and due in 2025, unless the bonds holders

sell back to Aoyuan Corporation earlier. Details of the

terms and conditions are set out in the announcement

issued by the Company on 6 August 2020. Up to the date

of issuance of these condensed consolidated financial

statements, the net proceeds from the issuance have

been fully received.

33. 報告期後事項（續）

(c) 於二零二零年四月七日及二零二零年五月十八日，本公司的一間全資附屬公司（「買方」）與京漢控股集團有限公司及建水泰融企業管理有限公司（統稱「該等賣方」）以及田漢先生分別訂立股份轉讓框架協議及正式股份轉讓協議（統稱「股份轉讓協議」）。根據股份轉讓協議，買方已同意有條件地收購而該等賣方已同意有條件地出售京漢實股份約29.30%股份（其股份於深圳證券交易所上市），現金代價為人民幣1,160,000,000元。於二零二零年六月三十日，買方已支付約人民幣843,077,000元之按金。

於二零二零年八月五日，本公司宣佈正式股份轉讓協議之所有先決條件均告達成且收購已於二零二零年七月二十一日完成。

條款及條件詳情載於本公司於二零二零年四月七日、二零二零年五月十八日及二零二零年八月五日刊發的公告。

(d) 於二零二零年八月五日，本公司之全資附屬公司奧園集團有限公司（「奧園集團」）發行本金總額為人民幣1,180,000,000元、按年利率5.65%計息及於二零二五年到期（除非債券持有人向奧園集團提早售回債券）的境內公司債券（「二零二零年上市公司債券二」）。條款及條件詳情載於本公司於二零二零年八月六日刊發的公告。截至本簡明綜合財務報表刊發日期，發行所得款項淨額已悉數收取。

– F-60 –

獨立核數師報告

中國奧園集團股份有限公司 二零一九年年報

To the Shareholders of China Aoyuan Group Limited

(incorporated in the Cayman Islands with limited liability)

Opinion

We have audited the consolidated financial statements of China

Aoyuan Group Limited (the “Company”) and its subsidiaries

(collectively referred to as the “Group”) set out on pages 199 to

542, which comprise the consolidated statement of financial position

as at 31 December 2019, and the consolidated statement of profit

or loss and other comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows for the

year then ended, and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the consolidated financial statements give a true and

fair view of the consolidated financial position of the Group as at 31

December 2019, and of its consolidated financial performance and

its consolidated cash flows for the year then ended in accordance

with International Financial Reporting Standards (“IFRSs”) and

have been properly prepared in compliance with the disclosure

requirements of the Hong Kong Companies Ordinance.

Basis for Opinion

We conducted our audit in accordance with Hong Kong Standards on

Auditing (“HKSAs”) issued by the Hong Kong Institute of Certified

Public Accountants (“HKICPA”). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for

the Audit of the Consolidated Financial Statements section of our

report. We are independent of the Group in accordance with the

HKICPA’s Code of Ethics for Professional Accountants (the “Code”),

and we have fulfilled our other ethical responsibilities in accordance

with the Code. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our opinion.

致中國奧園集團股份有限公司股東

（於開曼群島註冊成立之有限公司）

意見

我們已審核載列於第199頁至第542頁中國奧園

集團股份有限公司（「貴公司」）及其附屬公司（統

稱為「貴集團」）之綜合財務報表，此財務報表包

括於二零一九年十二月三十一日之綜合財務狀

況表及截至當日止年度之綜合損益及其他全面

收益表、綜合權益變動表及綜合現金流量表，

以及綜合財務報表附註（包括主要會計政策概

要）。

我們認為，該等綜合財務報表已根據國際財務

報告準則（「國際財務報告準則」）真實而公平地

反映貴集團於二零一九年十二月三十一日之綜

合財務狀況以及其截至當日止年度之綜合財務

業績及綜合現金流量，並已按照香港公司條例

之披露規定妥為編製。

意見之基礎

我們已根據香港會計師公會（「香港會計師公

會」）頒布的香港審計準則（「香港審計準則」）進

行審核。我們就該等準則承擔的責任在本報告

「核數師就審核綜合財務報表承擔的責任」部分

中進一步闡述。根據香港會計師公會的職業會

計師道德守則（「守則」），我們獨立於貴集團，

並已履行守則中的其他道德責任。我們相信，

我們所獲得的審計憑證能充足及適當地為我們

的意見提供基礎。

– F-61 –

China Aoyuan Group Limited Annual Report 2019

獨立核數師報告（續）Independent Auditor’s Report (continued)

關鍵審核事項

關鍵審核事項是根據我們的職業判斷，對本期

間綜合財務報表的審核最為重要的事項。這些

事項是在我們審核整體綜合財務報表及出具意

見時進行處理的。我們不會對這些事項提供單

獨的意見。

關鍵審核事項

我們審核時如何處理

關鍵審核事項

投資物業的估值

我們基於整體綜合財務報

表平衡的重要性加上與釐

定公平值相關的估計，

識別投資物業的估值為關

鍵審核事項。諴如綜合財

務報表附註17所披露，

貴集團的投資物業主要

包括位於中華人民共和國

（「中國」）的零售店舖、商

業大廈及寫字樓，於二零

一九年十二月三十一日按

人民幣10,072,375,000元

列賬（包括已竣工投資物

業人民幣8,728,789,000

元及在建投資物業人民

幣1,343,586,000元），佔

貴集團總資產的3.5%。

截至二零一九年十二月

三十一日止年度，投資物

業的淨公平值變動人民幣

393,912,000元於綜合損

益及其他全面收益表內確

認。

我們有關評估投資物業的賬面值合

適與否的程序包括：

• 了解管理層就審閱估值師的

工作採用的估值程序並進行

評價；

• 評估估值師勝任與否、能力

及客觀與否；

• 與估值師討論估值程序了解

物業市場的表現、所採納的

重大假設、關鍵判斷方面及

估值時採用的數據；

Key Audit Matters

Key audit matters are those matters that, in our professional

judgment, were of most significance in our audit of the consolidated

financial statements of the current period. These matters were

addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

Key audit matters

How our audit addressed the

key audit matters

Valuation of investment properties

We identified the valuation of investment

properties as a key audit matter due to

the significance of the balance to the

consolidated financial statements as a

whole, combined with the estimates

associated with determining the fair value.

As disclosed in note 17 to the consolidated

financial statements, the investment

properties of the Group mainly consist

of retail shops, commercial buildings and

offices located in the People’s Republic

of China ( the “PRC”) and carr ied at

RMB10,072,375,000 as at 31 December

2019, comprising completed investment

properties of RMB8,728,789,000 and

investment properties under construction

of RMB1,343,586,000, representing 3.5%

of the Group’s total assets. During the year

ended 31 December 2019, net change

in fair value of investment properties of

RMB393,912,000 was recognised in the

consolidated statement of profit or loss and

other comprehensive income.

Our procedures in relation to assessing the

appropriateness of the valuation of investment

properties included:

• Understanding and evaluat ing the

management’s assessment process for

reviewing the work of the Valuer;

• Assessing the competence, capabilities

and objectivity of the Valuer;

• Discussing with the Valuer about the

valuation process to understand the

performance of the property markets,

significant assumptions adopted, critical

judgmental areas and data used in the

valuations;

– F-62 –

中國奧園集團股份有限公司 二零一九年年報

獨立核數師報告（續）Independent Auditor’s Report (continued)

Key audit matters

How our audit addressed the

key audit matters

All of the Group’s investment properties

are stated at fair value based on valuations

performed by a qualified external valuer not

connected with the Group (the “Valuer”).

Key sources of estimation uncertainty and

details of the valuation techniques and key

inputs used in the valuations are disclosed

in note 4 and note 17 to the consolidated

financial statements, respectively. The

valuat ions of completed investment

properties are dependent on certain key

inputs, including term yield, reversionary

yield, unit rent and adjustment made to

account for differences in location and level.

The valuations of investment properties

under construction are dependent on gross

development value, expected developer’s

profit, marketing costs, construction costs

to completion and comparable land price.

• Evaluating the reasonableness of the

valuation techniques, assumptions and

key inputs adopted by management and

the Valuer to entity-specific information

and market data for a selection of

investment properties to assess the

appropriateness of these judgments and

estimations; and

• Evaluating the sensit ivity analysis

prepared by management on the key

inputs to evaluate the magnitude of their

impacts on the fair values and assessing

the appropriateness of disclosures of

sensitivities.

Valuation of properties for sale

We identified the valuation of the Group’s

properties for sale as a key audit matter due

to the significant estimates involved in the

determination of net realisable value (the

“NRV”) of these properties. As disclosed

in note 28 to the consolidated financial

statements, the Group had properties under

development of RMB133,839,106,000 and

completed properties of RMB25,092,375,000

(collectively referred to as “Properties For

Sale”) as at 31 December 2019, which are

situated in the PRC, Australia, Canada and

Hong Kong.

• Our procedures in relation to assessing

management’s assessment of the NRV

of Properties For Sale included:

• Assessing management’s process of

reviewing the budgeted revenue and

costs of Properties For Sales and the

determination of the NRV of Properties

For Sale;

• Comparing the unit budgeted cost of

properties under development, on a

sample basis, to their estimated selling

prices which take into account estimated

c o s t s t o c o m p l e t i o n , e s t i m a t e d

marketing expenses and estimated

sales-related taxes;

關鍵審核事項

我們審核時如何處理

關鍵審核事項

所有貴集團的投資物業均由與貴集團概無關連的合資格外聘估值師（「估值師」）進行估值並按公平值入賬。估值技術及估值時採用的主要輸入數據之估計不明朗因素的主要來源及詳情分別於綜合財務報表附註4及附註17披露。已竣工投資物業的估值視乎若干主要輸入數據而定，包括定期收益、復歸收益、單位租金及就地點及層級差異已作出的調整。在建投資物業的估值視乎總發展價值、預期發展商溢利、營銷費用及完成開發的施工費用及可資比較土地價而定。

• 評估管理層及挑選投資物業的估值師對實體特定資料及市場數據所採納的估值技術、假設及主要輸入數據的合理性，以評估此等判斷及估計適當與否；及

• 評估管理層編製有關主要輸入數據的敏感性分析，以評價其對公平值的影響程度及評估此等敏感性的披露適當與否。

可供銷售物業的估值

我們基於釐定該等物業的可變現淨值（「可變現淨值」）涉及的重大估計，識別貴集團的物業存貨估值為關鍵審核事項。諴如綜合財務報表附註28所披露， 於二零一九年十二月三十一日，貴集團的在建物業為人民幣133,839,106,000元及已竣工物業為人民幣25,092,375,000元（統稱「可供銷售物業」），位於中國、澳洲、加拿大及香港。

• 我們有關評估管理層評估可供銷售物業的可變現淨值的程序包括：

• 評估管理層審閱可供銷售物業的預算收益及成本的程序以及釐定可供銷售物業的可變現淨值；

• 按抽樣基準比較在建物業的單位預算成本與其估計售價，計及待竣工物業的估計費用、估計營銷費用及估計銷售相關稅項；

– F-63 –

China Aoyuan Group Limited Annual Report 2019

獨立核數師報告（續）Independent Auditor’s Report (continued)

Key audit matters

How our audit addressed the

key audit matters

As disclosed in note 4 to the consolidated

financial statements, management of the

Group determined the NRV of Properties

For Sale by reference to the estimated

selling prices of Properties For Sale, which

take into account a number of factors

including recent prices achieved for similar

property types in the same project or by

similar properties, and the prevailing and

forecasted real estate market conditions

in the PRC, Australia, Canada and Hong

Kong, estimated future costs to completion,

estimated marketing expenses and the

estimated sales-related taxes. Based on

management’s analysis of the NRV of

Properties For Sale, no write-downs were

recognised in the consolidated statement

of profit or loss and other comprehensive

income for the year ended 31 December

2019. As at 31 December 2019, write-

downs of Properties For Sale amounted to

RMB13,433,000.

• Comparing the unit budgeted cost of

completed properties, on a sample basis,

to their estimated selling prices which

take into account estimated sales-related

taxes;

• Assessing the appropr iateness of

the estimated selling prices used by

management with reference to market

prices achieved in the same project or

by comparable properties, including

an evaluation of the appropriateness

of the comparable properties used by

management of the Group based on

our knowledge of the Group’s business

and the real estate industry in the PRC,

Australia, Canada and Hong Kong; and

• Evaluating the reasonableness of the

assessment performed by management

of the Group on the key inputs to

evaluate the magnitude of their impact

of the market value and adequacy of

write-downs being made.

關鍵審核事項

我們審核時如何處理

關鍵審核事項

諴如綜合財務報表附註4

所披露，貴集團管理層參

照可供銷售物業的估計售

價釐定可供銷售物業的

可變現淨值，將考慮多項

因素，包括就同一項目

相似物業類型或同類物業

取得的近期價格，以及中

國、澳洲、加拿大及香港

現行和預測房地產市況、

估計竣工未來成本、估計

營銷費用及估計銷售相關

稅項。根據管理層的可供

銷售物業可變現淨值分

析，概無於截至二零一九

年十二月三十一日止年度

的綜合損益及其他全面收

益表內確認撇減。於二零

一九年十二月三十一日，

銷售物業累計撇減為人民

幣13,433,000元。

• 按抽樣基準比較已竣工物業

的單位預算成本與其估計

售價，計及估計銷售相關稅

項；

• 評估管理層參考同一項目或

可資比較物業取得的市價所

採用的估計售價合適與否，

包括評估貴集團管理層根據

對貴集團中國、澳洲、加拿

大及香港的業務及房地產業

所知採用的可資比較物業合

適與否；及

• 評估貴集團管理層就關鍵輸

入數據進行的評估的合理

性，以評估其市值影響的程

度及作出撇減充分與否。

– F-64 –

中國奧園集團股份有限公司 二零一九年年報

獨立核數師報告（續）Independent Auditor’s Report (continued)

Key audit matters

How our audit addressed the

key audit matters

Revenue recognised from sales of

properties

We identified revenue recognised from

sales of properties as a key audit matter

as revenue from sales of properties is

quantitatively significant to the consolidated

statement of profit or loss and other

comprehensive income and there is

judgment involved in determining the

appropriate timing of revenue recognition

for sales of properties.

Revenue from sales of properties in the

PRC is recognised when properties are

delivered and control of the properties is

transferred to the purchasers upon the

performance obligations are satisfied.

T h e G r o u p r e c o g n i s e d r e v e n u e o f

RMB48,090,825,000 from its property

development segment for the year ended

31 December 2019, as disclosed in note 5

to the consolidated financial statements.

Our procedures in relation to revenue recognised

from the property development segment

included:

• Assessing management’s process and

control of the timing when revenue from

sales of properties is recognised; and

• Evaluating the terms set out in sales

and purchase agreements, on a sample

basis, and obtaining evidence regarding

the delivery of properties, including,

where relevant, completion certificates

and delivery notices, to assess whether

control of the properties has been

transferred to the purchasers upon the

performance obligations are satisfied.

關鍵審核事項

我們審核時如何處理

關鍵審核事項

確認來自物業銷售的收入

由於來自物業銷售的收入

對綜合損益及其他全面收

益表而言屬重大，我們識

別就物業銷售確認的收入

為關鍵審核事項，而釐定

確認來自物業銷售的收入

的合適時點涉及判斷。

來自中國物業銷售的收入

當物業已交付及物業的控

制權於完成履約責任後轉

移予買方時確認。截至二

零一九年十二月三十一日

止年度，貴集團確認來自

其物業發展分部的收入為

人民幣48,090,825,000元

（於綜合財務報表附註5披

露）。

我們有關確認來自物業發展分部的

收入的程序包括：

• 評估管理層作出物業銷售收

入確認的流程及控制合適與

否；

• 按抽樣基準評估買賣協議所

載條款，並取得有關物業交

付的憑證（包括（倘相關）竣

工證書及交付通知），以評

估物業的控制權於完成履約

責任後是否已轉移予買方。

– F-65 –

China Aoyuan Group Limited Annual Report 2019

獨立核數師報告（續）Independent Auditor’s Report (continued)

Key audit matters

How our audit addressed the

key audit matters

Accuracy of land appreciation tax

calculations

We ident i f ied the accuracy of l and

appreciation tax (“LAT”) calculations in the

PRC as a key audit matter since significant

judgment is required in estimating the

amount of LAT to be paid by the Group for

its property development projects.

LAT is prepaid when properties are pre-

sold to the purchasers and is provided

when properties are delivered to the

purchasers and revenue is recognised. As

disclosed in note 10 to the consolidated

financial statements, LAT amounting to

RMB1,941,866,000 was recognised in the

consolidated statement of profit or loss

and other comprehensive income for the

year ended 31 December 2019. The LAT

calculations are highly dependent on the

appropriateness of the rates used, which

are determined by the appreciation of land

value. The amount of the land appreciation

is determined with reference to proceeds

of sales of properties less estimated

deductible expenditures, including the cost

of land use rights and relevant property

development expenditures.

Our procedures in relation to evaluating the

accuracy of management’s LAT calculations

included:

• Assessing the reasonableness of

deductible expenditures used in the LAT

calculations;

• Engaging our internal tax specialists to

assess the accuracy of land appreciation

amount calculations and to assess the

appropriateness of the LAT rate used

for property development projects,

on a sample basis, by comparing it to

the LAT rate announced by the State

Administration of Taxation in the PRC;

and

• Assessing the estimates adopted by

management in estimating the amount

of the land appreciation and the LAT

rate, on a sample basis, by comparing

estimates made in previous periods to

actual results as well as current year’s

estimates.

關鍵審核事項

我們審核時如何處理

關鍵審核事項

土地增值稅計算之準確性

我們識別中國土地增值稅

（「土地增值稅」）計算之準

確性為關鍵審核事項，乃

由於評估本集團於其物業

開發項目中將支付的土地

增值稅金額時須作出重大

判斷。

土地增值稅乃於物業預售

予買方時預付及於向買方

交付物業及確認收入時作

出撥備。如綜合財務報表

附註10所披露， 人民幣

1,941,866,000元之土地

增值稅於截至二零一九年

十二月三十一日止年度之

綜合損益及其他全面收益

表內確認。土地增值稅計

算很大程度上取決於所用

稅率適當與否，此乃由土

地的增值釐定。土地增值

金額乃經參考銷售物業所

得款項減估計可扣減開支

（包括土地使用權成本及

相關物業開發開支）。

我們有關管理層之土地增值稅計算

的準確性的程序包括：

• 評估土地增值稅計算所用可

扣減開支合理與否；

• 委聘內部稅務專家評估土地

增值稅金額計算準確與否，

並透過比較就物業開發項目

所用的土地增值稅稅率與中

國國家稅務總局所公佈的土

地增值稅稅率，按抽樣基準

評估就物業開發項目所用的

土地增值稅稅率適當與否；

及

• 按抽樣基準評估管理層於估

計土地增值金額及土地增

值稅稅率時所用估計，方法

為將過往期間內所作出估計

與實際業績及本年度估計比

較。

– F-66 –

中國奧園集團股份有限公司 二零一九年年報

獨立核數師報告（續）Independent Auditor’s Report (continued)

Other Information

The directors of the Company are responsible for the other

information. The other information comprises the information

included in the annual report, but does not include the consolidated

financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover

the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the consolidated financial statements,

our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is

a material misstatement of this other information, we are required to

report that fact. We have nothing to report in this regard.

Responsibilities of Directors and Those Charged with Governance for the Consolidated Financial Statements

The directors of the Company are responsible for the preparation

of the consolidated financial statements that give a true and fair

view in accordance with IFRSs and the disclosure requirements of

the Hong Kong Companies Ordinance, and for such internal control

as the directors determine is necessary to enable the preparation

of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are

responsible for assessing the Group’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the directors

either intend to liquidate the Group or to cease operations, or have

no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the

Group’s financial reporting process.

其他資料

貴公司董事負責其他資料。其他資料包括年報

所載資料，但不包括綜合財務報表及相關核數

師報告。

我們對綜合財務報表的意見並不涵蓋其他資

料，我們亦不對其他資料發表任何形式的鑒證

結論。

就審核綜合財務報表而言，我們的責任為閱讀

其他資料，於此過程中，考慮其他資料是否與

綜合財務報表或我們於審計過程中所瞭解的情

況有重大抵觸，或者似乎有重大錯誤陳述。基

於我們已執行的工作，倘我們認為其他資料有

重大錯誤陳述， 我們須報告該事實。於此方

面，我們沒有任何報告。

董事及負責管治的人員對綜合財務報表的責任

貴公司董事須負責根據國際財務報告準則及香

港公司條例的披露規定編製並真實兼公允地呈

列的綜合財務報表，並為其認為必須為使綜合

財務報表的編製不存在由於欺詐或錯誤而導致

的重大錯誤陳述的內部監控負責。

編製綜合財務報表時，董事負責評估貴集團持

續經營的能力，並在適用情況下披露與持續經

營有關的事項，以及使用持續經營為會計基

礎， 除非董事有意將貴集團清盤或停止經營，

或別無其他實際的替代方案。

負責管治的人員負責監督貴集團的財務申報程

序。

– F-67 –

China Aoyuan Group Limited Annual Report 2019

獨立核數師報告（續）Independent Auditor’s Report (continued)

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the

consolidated financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion solely to you, as a body, in

accordance with our agreed terms of engagement, and for no other

purpose. We do not assume responsibility towards or accept liability

to any other person for the contents of this report. Reasonable

assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with HKSAs will always detect

a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these

consolidated financial statements.

As part of an audit in accordance with HKSAs, we exercise

professional judgment and maintain professional skepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of

the consolidated financial statements, whether due to fraud

or error, design and perform audit procedures responsive to

those risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations,

or the override of internal control.

• Obtain an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used

and the reasonableness of accounting estimates and related

disclosures made by the directors.

核數師就審核綜合財務報表的責任

我們的目標為合理確定整體綜合財務報表是否

不存在由於欺詐或錯誤而導致的重大錯誤陳

述，並發出載有我們意見的核數師報告。我們

僅向　閣下（作為整體）按照委任條款報告，別

無其他目的。我們不就此報告之內容，對任何

其他人士負責或承擔任何責任。合理確定屬高

層次核證，但不能擔保根據香港審計準則進行

的審核工作總能發現所有存在的重大錯誤陳

述。錯誤陳述可源於欺詐或錯誤，倘個別或整

體於合理預期情況下可影響使用者根據綜合財

務報表作出的經濟決定時，則被視為重大錯誤

陳述。

根據香港審計準則進行審核時，我們運用專業

判斷，於整個審核過程中抱持專業懷疑態度。

我們亦：

• 識別及評估綜合財務報表由於欺詐或錯

誤而導致的重大錯誤陳述風險，因應此

等風險設計及執行審核程序，獲得充足

及適當審核憑證為我們的意見提供基

礎。由於欺詐涉及合謀串通、偽造、故

意遺漏、誤導性陳述或凌駕內部控制，

因此未能發現由此造成的重大錯誤陳述

風險較未能發現由於錯誤而導致的重大

錯誤陳述風險更高。

• 了解與審核有關的內部控制，以設計恰

當的審核程序，但並非旨在對貴集團內

部控制的有效程度發表意見。

• 評估所用會計政策是否恰當，以及董事

所作會計估算及相關披露是否合理。

– F-68 –

中國奧園集團股份有限公司 二零一九年年報

獨立核數師報告（續）Independent Auditor’s Report (continued)

• Conclude on the appropriateness of the directors’ use of the

going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt

on the Group’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required to

draw attention in our auditor’s report to the related disclosures

in the consolidated financial statements or, if such disclosures

are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our

auditor’s report. However, future events or conditions may

cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the

consolidated financial statements, including the disclosures,

and whether the consolidated financial statements represent

the underlying transactions and events in a manner that

achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the

financial information of the entities or business activities within

the Group to express an opinion on the consolidated financial

statements. We are responsible for the direction, supervision

and performance of the group audit. We remain solely

responsible for our audit opinion.

We communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement

that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships

and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

• 總結董事採用以持續經營為基礎的會計

法是否恰當，並根據已獲取的審核憑

證，總結是否有對貴集團持續經營的能

力可能構成重大疑問的事件或情況等重

大不確定因素。倘我們總結認為存在重

大不確定因素，我們需於核數師報告中

提請注意綜合財務報表內的相關資料披

露，或如果相關披露不足，則修訂我們

的意見。我們的結論以截至核數師報告

日期所獲得的審核憑證為基礎，惟未來

事件或情況可能導致貴集團不再具有持

續經營的能力。

• 評估綜合財務報表（包括資料披露）的整

體列報、架構及內容，以及綜合財務報

表是否已公允反映及列報相關交易及事

項。

• 就貴集團內各實體或業務活動的財務資

料獲得充足的審核憑證，以就綜合財務

報表發表意見。我們須負責指導、監督

及執行集團的審核工作。我們須為我們

的審核意見承擔全部責任。

我們與負責管治的人員就（其中包括）審核工作

的計劃範圍及時間安排及重大審核發現，包括

我們於審核期間識別出內部監控的任何重大缺

陷溝通。

我們亦向負責管治的人員提交聲明，說明我們

已遵守有關獨立性的道德要求，並就所有被合

理認為可能影響我們的獨立性的關係及其他事

宜及相關防範措施（如適用）與負責管治的人員

溝通。

– F-69 –

China Aoyuan Group Limited Annual Report 2019

獨立核數師報告（續）Independent Auditor’s Report (continued)

From the matters communicated with those charged with

governance, we determine those matters that were of most

significance in the audit of the consolidated financial statements

of the current period and are therefore the key audit matters.

We describe these matters in our auditor’s report unless law or

regulation precludes public disclosure about the matter or when,

in extremely rare circumstances, we determine that a matter

should not be communicated in our report because the adverse

consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in the independent

auditor’s report is Wong Kuen.

Deloitte Touche Tohmatsu

Certified Public Accountants

Hong Kong

31 March 2020

我們從與負責管治的人員溝通的事項中，決定

哪些事項對本期綜合財務報表的審核工作最為

重要，因而構成關鍵審核事項。除非法律或法

規不容許公開披露此等事項，或於極罕有的情

況下，我們認為披露此等事項可合理預期的不

良後果將超越公眾知悉此等事項的利益而不應

於報告中披露，否則我們會於核數師報告中描

述此等事項。

有關獨立核數師報告內的審核委聘合夥人為黃

娟。

德勤‧關黃陳方會計師行

執業會計師香港

二零二零年三月三十一日

– F-70 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度綜合損益及其他全面收益表

中國奧園集團股份有限公司 二零一九年年報

2019 2018

二零一九年 二零一八年

NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

Revenue 營業額 5

Contracts with customers 客戶合同 50,258,139 30,820,064

Leases 租賃 273,011 185,770

Total revenue 總營業額 50,531,150 31,005,834

Cost of sales 銷售成本 (35,509,984) (21,371,683)

Gross profit 毛利 15,021,166 9,634,151

Other income, gains and losses 其他收入、收益及虧損 7 337,789 (222,971)

Change in fair value of investment

properties

投資物業公平值變動

393,912 544,467

Recognition of change in fair value of

completed properties for sale upon

transfer to investment properties

於轉移至投資物業後確認

可供銷售已竣工物業的

公平值變動 3,392 320,741

Gains on disposal of subsidiaries 出售附屬公司收益 50 174,726 222,012

Selling and distribution expenses 銷售及分銷開支 (2,138,052) (1,432,227)

Administrative expenses 行政開支 (2,434,697) (1,736,008)

Share of results of joint ventures 應佔合營企業業績 (45,235) 36,558

Share of results of associates 應佔聯營公司業績 (5,332) (1,872)

Finance costs 融資成本 8 (718,177) (410,559)

Profit before tax 除稅前溢利 9 10,589,492 6,954,292

Income tax expense 所得稅開支 10 (5,367,662) (4,014,825)

Profit for the year 年內溢利 5,221,830 2,939,467

Other comprehensive expense 其他全面開支

Item that may be reclassified

subsequently to profit or loss

其後可能重新分類至損益

的項目

Exchange differences on translation of

foreign operations

換算海外業務的匯兌差額

(3,983) (25,460)

Profit and total comprehensive income

for the year

年內溢利及全面收益總額

5,217,847 2,914,007

– F-71 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合損益及其他全面收益表（續）Consolidated Statement of Profit or Loss and Other Comprehensive Income (continued)

2019 2018

二零一九年 二零一八年

NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

Profit for the year attributable to: 以下人士應佔年內溢利：

– Owners of the Company － 本公司擁有人 4,200,780 2,408,877

– Non-controlling interests － 非控股權益 1,021,050 530,590

5,221,830 2,939,467

Profit and total comprehensive income

for the year attributable to:

以下人士應佔年內溢利及

全面收益總額：

– Owners of the Company － 本公司擁有人 4,196,347 2,389,573

– Non-controlling interests － 非控股權益 1,021,500 524,434

5,217,847 2,914,007

Earnings per share (RMB cents) 每股盈利（人民幣分）

Basic 基本 13 156.48 89.91

Diluted 攤薄 13 156.16 89.90

– F-72 –

At 31 December 2019 於二零一九年十二月三十一日綜合財務狀況表

中國奧園集團股份有限公司 二零一九年年報

2019 2018

二零一九年 二零一八年

NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

NON-CURRENT ASSETS 非流動資產Property, plant and equipment 物業、廠房及設備 14 2,686,443 2,057,192

Right-of-use assets 使用權資產 15 1,552,814 –

Prepaid lease payments 預付租賃款項 16 – 337,977

Investment properties 投資物業 17 10,072,375 8,833,493

Goodwill 商譽 18 3,491 3,491

Intangible assets 無形資產 19 4,320 3,600

Interests in joint ventures 於合營企業的權益 20 4,280,364 1,721,376

Interests in associates 於聯營公司的權益 21 1,584,516 217,131

Equity instruments at fair value through

other comprehensive income

按公平值計入其他全面收益之股本工具 22 245,777 31,465

Deferred tax assets 遞延稅項資產 23 998,444 676,948

Deposits paid for acquisitions of subsidiaries 收購附屬公司已付訂金 24 4,110,308 1,531,947

Deposit paid for acquisition of a joint venture 收購一間合營企業已付訂金 25 44,377 40,941

Amounts due from non-controlling

shareholders of subsidiaries

應收附屬公司

非控股股東款項 26 363,920 –

Amounts due from joint ventures 應收合營企業款項 27 1,167,161 1,118,809

Trade and other receivables 貿易及其他應收款 29 308,596 476,296

27,422,906 17,050,666

CURRENT ASSETS 流動資產Properties for sale 可供銷售物業 28 158,931,481 114,894,214

Inventories 存貨 83,530 66,834

Trade and other receivables 貿易及其他應收款 29 26,258,864 12,274,166

Deposits paid for acquisitions of land

use rights and property projects

收購土地使用權及物業

項目已付訂金 30 266,454 177,065

Amounts due from non-controlling

shareholders of subsidiaries

應收附屬公司非控股

股東款項 31 3,588,439 1,924,264

Amounts due from joint ventures 應收關連公司款項 32 1,316,451 294,064

Amounts due from associates 應收合營企業款項 33 464,419 48,292

Financial assets at fair value through

profit or loss (“FVTPL”)

按公平值計入損益之金融

資產（「按公平值計入損益之金融資產」） 34 574,400 524,400

Tax recoverable 可收回稅金 2,913,645 1,967,938

Prepaid lease payments 預付租賃款項 16 – 14,772

Structured deposits 結構性存款 34 704,500 1,328,000

Restricted bank deposits 受限制銀行存款 35 9,312,790 2,281,255

Bank balances and cash 銀行結餘及現金 35 58,042,554 36,012,289

262,457,527 171,807,553

– F-73 –

At 31 December 2019 於二零一九年十二月三十一日

China Aoyuan Group Limited Annual Report 2019

綜合財務狀況表（續）Consolidated Statement of Financial Position (continued)

2019 2018

二零一九年 二零一八年

NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

CURRENT LIABILITIES 流動負債

Trade and other payables 貿易及其他應付款 36 36,837,682 25,564,843

Contract liabilities 合同義務 37 86,056,335 59,966,365

Amounts due to non-controlling

shareholders of subsidiaries

應付附屬公司非控股

股東款項 31 9,991,460 2,352,730

Amounts due to joint ventures 應付合營企業款項 38 12,713,851 2,402,017

Amounts due to associates 應付聯營公司款項 33 116,632 49

Loans from non-controlling

shareholders of subsidiaries

來自附屬公司非控股

股東的貸款 39 – 543,330

Tax liabilities 稅項負債 8,081,061 5,534,968

Bank and other borrowings 銀行及其他借款 40 33,809,040 19,261,443

Lease liabilities/Obligations under

finance leases

租賃負債╱融資租賃承擔

41/42 242,844 38,821

Senior notes and bonds 優先票據及債券 43 8,064,013 4,470,449

Provisions 撥備 44 934,406 897,617

196,847,324 121,032,632

NET CURRENT ASSETS 流動資產淨值 65,610,203 50,774,921

TOTAL ASSETS LESS CURRENT

LIABILITIES

總資產減流動負債

93,033,109 67,825,587

NON-CURRENT LIABILITIES 非流動負債

Other payables 其他應付款 36 – 503,810

Bank and other borrowings 銀行及其他借款 40 35,151,698 21,489,907

Loans from non-controlling

shareholders of subsidiaries

來自附屬公司非控股

股東的貸款 39 – 1,153,300

Deferred tax liabilities 遞延稅項負債 23 1,441,881 1,184,072

Lease liabilities/Obligations under

finance leases

租賃負債╱融資租賃承擔

41/42 703,743 260,940

Senior notes and bonds 優先票據及債券 43 18,739,179 12,499,712

56,036,501 37,091,741

– F-74 –

At 31 December 2019 於二零一九年十二月三十一日

中國奧園集團股份有限公司 二零一九年年報

綜合財務狀況表（續）

2019 2018

二零一九年 二零一八年

NOTE RMB’000 RMB’000

附註 人民幣千元 人民幣千元

NET ASSETS 淨資產 36,996,608 30,733,846

CAPITAL AND RESERVES 資本及儲備

Share capital 股本 45 25,453 25,343

Reserves 儲備 15,004,428 11,846,874

Equity attributable to owners

of the Company

本公司擁有人應佔權益

15,029,881 11,872,217

Non-controlling interests 非控股權益 21,966,727 18,861,629

TOTAL EQUITY 總權益 36,996,608 30,733,846

The consolidated financial statements on pages 199 to 542 were

approved and authorised for issue by the Board of Directors on 31

March 2020 and are signed on its behalf by:

Guo Zi Wen Guo Zi Ning

郭梓文 郭梓寧

DIRECTOR DIRECTOR

董事 董事

載於第199頁至第542頁之綜合財務報表已於二

零二零年三月三十一日獲董事會批准及授權刊

發，並由下列人士代表董事會簽署：

– F-75 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度綜合權益變動表Consolidated Statement of Changes in Equity

China Aoyuan Group Limited Annual Report 2019

Attributable to owners of the Company

本公司擁有人應佔

Share

capital

Share

premium

Capital

redemption

reserve

Statutory

reserve

Special

reserve

Translation

reserve

Revaluation

reserve

Share

option

reserve

Retained

profits Sub-total

Non-

controlling

interests Total

股本 股份溢價股本

贖回儲備 法定儲備 特別儲備外幣

換算儲備 重估儲備 購股權儲備 保留溢利 小計 非控股權益 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元(Note a) (Note b) (Note c)

（附註a） （附註b） （附註c）

At 1 January 2018 於二零一八年一月一日 25,333 4,191,966 1,063 213,019 434,491 21,730 37,735 1,100 5,293,200 10,219,637 16,973,366 27,193,003

Profit for the year 年內溢利 – – – – – – – – 2,408,877 2,408,877 530,590 2,939,467

Exchange differences arising on

translation of foreign operations

換算為海外業務產生之

匯兌差額 – – – – – (19,304) – – – (19,304) (6,156) (25,460)

Profit (loss) and total comprehensive

income (expense) for the year

年內溢利（虧損）及全面收益

（開支）總額 – – – – – (19,304) – – 2,408,877 2,389,573 524,434 2,914,007

Appropriation to statutory reserve 撥至法定儲備 – – – 323,950 – – – – (323,950) – – –

Recognition of equity-settled share

based payment

確認權益結算股份為基礎付款– – – – – – – 11,487 – 11,487 – 11,487

Exercise of share option 行使購股權 40 8,266 – – – – – (1,100) – 7,206 – 7,206

Shares repurchased and cancelled 購回及註銷股份 (30) (15,820) 30 – – – – – (30) (15,850) – (15,850)

Disposal of subsidiaries (note 50(a)) 出售附屬公司（附註50(a)） – – – – – – – – – – (177,533) (177,533)

Deemed disposal of partial interests

in subsidiaries without loss of

control (note 50(b))

視為出售部分權益而並無失去控制權（附註50(b)）

– – – – (6,781) – – – – (6,781) 369,985 363,204

Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） – – – – – – – – – – 1,861,440 1,861,440

Acquisitions of additional interests from

non-controlling shareholders

of subsidiaries (note 49)

自附屬公司非控股股東收購額外權益（附註49）

– – – – (62,662) – – – – (62,662) (816,488) (879,150)

Capital contribution from non-controlling

shareholders of subsidiaries

自附屬公司非控股股東注資– – – – – – – – – – 622,475 622,475

Decrease in capital contribution by a

former non-controlling shareholder

of a subsidiary

一間附屬公司的一名前任非控股股東注資減少

– – – – – – – – – – (25,840) (25,840)

Dividend recognised as distribution

(note 12)

確認為分派的股息（附註12）– – – – – – – – (670,393) (670,393) – (670,393)

Dividend paid to non-controlling

shareholders of subsidiaries

向附屬公司的非控股股東

派付股息 – – – – – – – – – – (470,210) (470,210)

At 31 December 2018 於二零一八年十二月三十一日 25,343 4,184,412 1,093 536,969 365,048 2,426 37,735 11,487 6,707,704 11,872,217 18,861,629 30,733,846

– F-76 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合權益變動表（續）Consolidated Statement of Changes in Equity (continued)

Attributable to owners of the Company本公司擁有人應佔

Sharecapital

Sharepremium

Capitalredemption

reserveStatutory

reserveSpecialreserve

Translationreserve

Revaluationreserve

Shareoption

reserveRetained

profits Sub-total

Non-controlling

interests Total

股本 股份溢價股本

贖回儲備 法定儲備 特別儲備外幣

換算儲備 重估儲備 購股權儲備 保留溢利 小計 非控股權益 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

(Note a) (Note b) (Note c)（附註a） （附註b） （附註c）

Profit for the year 年內溢利 – – – – – – – – 4,200,780 4,200,780 1,021,050 5,221,830Exchange differences arising on

translation of foreign operations

換算為海外業務產生之

匯兌差額 – – – – – (4,433) – – – (4,433) 450 (3,983) Profit (loss) and total comprehensive

income (expense) for the year

年內溢利（虧損）及全面收益

（開支）總額 – – – – – (4,433) – – 4,200,780 4,196,347 1,021,500 5,217,847Appropriation to statutory reserve 撥至法定儲備 – – – 86,749 – – – – (86,749) – – –Recognition of equity-settled share

based payment

確認權益結算股份為基礎付款– – – – – – – 7,869 – 7,869 – 7,869

Exercise of share option 行使購股權 110 70,796 – – – – – (10,056) – 60,850 – 60,850Disposal of subsidiaries (note 50(a)) 出售附屬公司（附註50(a)） – – – – – – – – – – (182,899) (182,899)Deemed disposal of partial interests in

subsidiaries without loss of control

(note 50(b))

視為出售部分權益而並無失去控制權（附註50(b)）

– – – – 297,044 – – – – 297,044 3,965,385 4,262,429Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） – – – – – – – – – – 1,889,732 1,889,732Acquisitions of additional interests from

non-controlling shareholders

of subsidiaries (note 49)

自附屬公司非控股股東收購

額外權益（附註49）– – – – (413,652) – – – – (413,652) (4,098,567) (4,512,219)

Capital contribution from non-controlling

shareholders of subsidiaries

自附屬公司非控股股東注資– – – – – – – – – – 1,363,209 1,363,209

Dividend recognised as distribution

(note 12)

確認為分派的股息（附註12）– – – – – – – – (990,794) (990,794) – (990,794)

Dividend paid to non-controlling

shareholders of subsidiaries

向附屬公司的非控股股東

派付股息 – – – – – – – – – – (853,262) (853,262) At 31 December 2019 於二零一九年十二月三十一日 25,453 4,255,208 1,093 623,718 248,440 (2,007) 37,735 9,300 9,830,941 15,029,881 21,966,727 36,996,608

– F-77 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合權益變動表（續）Consolidated Statement of Changes in Equity (continued)

Notes:

(a) The statutory reserve represents the amount transferred from net profit for the

year of the subsidiaries established in the People’s Republic of China (the “PRC”)

(based on the subsidiaries’ PRC statutory financial statements) in accordance

with the relevant PRC laws until the statutory reserve reaches 50% of the

registered capital of the subsidiaries. The statutory reserve cannot be reduced

except either in setting off the accumulated losses or increasing capital.

(b) Special reserve represents amounts arising from the acquisitions of additional

equity interests in subsidiaries from non-controlling shareholders of subsidiaries

or disposal/deemed disposal of equity interests in subsidiaries without losing

control. It represents the difference between the consideration paid or received

and the adjustment to the non-controlling interests in subsidiaries.

(c) Revaluation reserve represents revaluation surplus arising from transfer of

owner-occupied properties to investment properties at the date of change in use

amounted to RMB37,735,000 net of related deferred tax during the year ended

31 December 2007.

附註：

(a) 法定儲備指根據中華人民共和國（「中國」）相關法律，從於中國成立的附屬公司轉撥年內純利（根據附屬公司之中國法定財務報表）轉出金額，直至法定儲備達到附屬公司註冊資本之50%。法定儲備不得減少，惟用於抵銷累計虧損或資本增加除外。

(b) 特別儲備指自附屬公司非控股股東收購於附屬公司的額外股權或出售╱視同出售於附屬公司的股權而並無失去控制權產生的款項，為已付或已收代價與調整附屬公司非控股權益之間的差額。

(c) 重估儲備為截至二零零七年十二月三十一日止年度於變動用途日期轉撥自用物業至投資物業所產生的重估盈餘人民幣37,735,000元（經扣除相關遞延稅項）。

– F-78 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度綜合現金流量表

中國奧園集團股份有限公司 二零一九年年報

Consolidated Statement of Cash Flows

2019 2018二零一九年 二零一八年

RMB’000 RMB’000人民幣千元 人民幣千元

OPERATING ACTIVITIES 經營活動Profit before tax 除稅前溢利 10,589,492 6,954,292Adjustments for: 經下列調整：

Change in fair value of investment properties 投資物業公平值變動 (393,912) (544,467)Recognition of change in fair value of completed properties

for sale upon transfer to investment properties於轉移至投資物業後確認可供銷售已 竣工物業的公平值變動 (3,392) (320,741)

Change in fair value of derivative financial instruments 衍生金融工具公平值變動 – (46)Change in fair value of financial assets at FVTPL 按公平值計入損益之金融資產公平值

變動 – (24,400)Finance costs 融資成本 718,177 410,559Share of results of joint ventures 應佔合營企業業績 45,235 (36,558)Share of results of associates 應佔聯營公司業績 5,332 1,872Gains on disposal of subsidiaries 出售附屬公司收益 (174,726) (222,012)Gains on disposal of a joint venture 出售一間合營企業收益 (4,328) –Share-based payments 以股份為基礎的付款 7,869 11,487Bank interest income 銀行利息收入 (360,465) (179,231)Other interest income 其他利息收入 (83,049) (78,902)Investment return from financial assets at FVTPL

and structured deposits來自按公平值計入損益之金融資產及 結構性存款之投資回報 (86,504) –

Depreciation of property, plant and equipment 物業、廠房及設備折舊 170,840 118,349Depreciation of right-of-use assets 使用權資產折舊 168,351 –Release of prepaid lease payments 預付租賃付款撥回 – 7,603Amortisation of intangible assets 無形資產攤銷 1,175 1,098Loss (gain) on disposal of property, plant and equipment 出售物業、廠房及設備虧損（收益） 417 (7,636)Exchange losses, net 外匯虧損淨額 151,073 605,329Dividend income from equity instruments at fair value

through other comprehensive income來自按公平值計入其他全面收益 之股本工具之股息收入 – (2,268)

Impairment losses on trade and other receivables 貿易及其他應收款減值虧損 91,184 24,874 Operating cash flows before movements in

working capital營運資金變動前的經營現金流量

10,842,769 6,719,202(Increase) decrease in inventories 存貨（增加）減少 (18,641) 53,521Increase in properties for sale 可供銷售物業增加 (20,860,371) (16,380,327)Decrease in deposits paid for acquisitions of

land use rights and property projects收購土地使用權及物業項目已付 訂金減少 411,813 937,425

Increase in trade and other receivables 貿易及其他應收款增加 (9,349,517) (4,264,155)Increase in trade and other payables 貿易及其他應付款增加 6,100,816 4,852,001Increase in contract liabilities 合同義務增加 21,269,110 22,570,778Decrease in amount due from an non-controlling

shareholder of a subsidiary應收一間附屬公司一名非控股股東 款項減少 – 60,000

Cash from operations 經營所得現金 8,395,979 14,548,445Income taxes paid 已付所得稅 (3,408,403) (2,384,556)Interest paid 已付利息 (6,812,833) (3,575,967) NET CASH (USED IN) FROM OPERATING ACTIVITIES 經營活動（所用）所得現金淨額 (1,825,257) 8,587,922

– F-79 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合現金流量表（續）Consolidated Statement of Cash Flows (continued)

2019 2018二零一九年 二零一八年

NOTES RMB’000 RMB’000附註 人民幣千元 人民幣千元

INVESTING ACTIVITIES 投資活動Placement of restricted bank deposits 存置受限制銀行存款 (9,139,488) (2,809,118)Withdrawal of restricted bank deposits 提取受限制銀行存款 2,107,953 2,298,743Placement of bank and structured deposits 存置銀行及結構性存款 (12,642,636) (4,403,000)Withdrawal of bank and structured deposits 提取銀行及結構性存款 4,403,000 –Settlement in consideration payable for acquisitions

of subsidiaries in prior year結算以往年度收購附屬公司 的應付代價 (1,118,536) (1,675,359)

Deposits paid for acquisitions of subsidiaries 收購附屬公司已付訂金 (3,342,016) (1,320,715)Deposit paid for acquisition of a joint venture 收購一間合營企業已付訂金 (3,436) (1,712)Payments for investment properties 投資物業付款 (597,645) (156,850)Acquisitions of subsidiaries (net of cash and cash

equivalents acquired)收購附屬公司（扣除所收購現金 及現金等價物） 48 (366,455) (5,793,501)

Purchases of property, plant and equipment 購買物業、廠房及設備 (1,285,658) (453,336)Purchases of prepaid lease payments 購買預付租賃款項 – (73,020)Payments for right-of-use assets 使用權資產付款 (84,918) –Proceeds on disposal of property, plant and equipment 出售物業、廠房及設備所得款項 7,333 18,768Advances to non-controlling shareholders of subsidiaries 向附屬公司非控股股東墊款 (2,357,986) (4,460,942)Repayments from non-controlling shareholders of

subsidiaries附屬公司非控股股東還款

411,253 4,177,428Advances to joint ventures 向合營企業墊款 (2,083,066) (1,294,792)Repayments from joint ventures 合營企業還款 292,497 206,957Repayments from associates 聯營公司還款 13,765 42,799Advances to associates 向聯營公司墊款 (429,892) (17,566)Investments in joint ventures 投資合營企業 (1,151,650) (1,518,541)Investments in associates 投資聯營公司 (1,232,500) (49,000)Investment in equity instruments at fair value through

other comprehensive income投資按公平值計入其他全面收益 之股本工具 (212,257) (31,465)

Deposit paid for acquisition of Aeon Life Insurance Company to be refunded

待退還收購百年人壽保險股份 有限公司已付訂金 (3,261,600) –

Dividend income from equity instruments at fair value through other comprehensive income

來自按公平值計入其他全面收益 之股本工具之股息收入 – 2,268

Investment in financial assets at FVTPL 投資按公平值計入損益之金融資產 (50,000) (300,000)Repayments from related parties 關連公司還款 – 71,381Decrease in deposit paid for acquisition of property,

plant and equipment收購物業、廠房及設備已付訂金 減少 – 113,504

Disposal of subsidiaries (net of cash and cash equivalents disposed of)

出售附屬公司（扣除所出售現金及現金等價物） 50(a) 98,675 69,401

Interest received 已收利息 443,514 227,569Investment return from financial assets at FVTPL and

structured deposits received來自計入損益之金融資產及結構性存款之投資回報 86,504 –

Proceeds upon maturity of derivative financial instruments

衍生金融工具到期後所得款項– 4,423

Proceeds from disposal of investment properties 出售投資物業所得款項 42,959 162,589Proceeds from disposal of a joint venture 出售一間合營企業所得款項 10,500 – NET CASH USED IN INVESTING ACTIVITIES 投資活動所用現金淨額 (31,441,786) (16,963,087)

– F-80 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合現金流量表（續）Consolidated Statement of Cash Flows (continued)

2019 2018二零一九年 二零一八年

RMB’000 RMB’000人民幣千元 人民幣千元

FINANCING ACTIVITIES 融資活動New bank and other borrowings raised 新增銀行及其他借款 56,022,418 28,480,084Repayment of bank and other borrowings 償還銀行及其他借款 (29,186,374) (17,373,414)Proceeds received from senior notes and bonds,

net of issue expenses優先票據及債券所得款項，扣除 發行開支 12,300,493 9,604,182

Repayment of senior notes and bonds 贖回優先票據及債券 (3,182,675) (5,466,370)Early redemption of senior notes and bonds 提早贖回優先票據及債券 – (390,305)Repayment of lease liabilities/obligations

under finance leases償還租賃負債╱融資租賃承擔

(153,720) (27,668)Interest paid on lease liabilities 已付租賃負債利息 (77,462) –Repayment of other payables 償還其他應付款 (36,188) (499,470)Advances from non-controlling shareholders of subsidiaries 墊付自附屬公司的非控股股東 2,767,647 962,041Repayment to non-controlling shareholders of subsidiaries 向附屬公司的非控股股東還款 (1,484,768) (245,719)Loans from non-controlling shareholders of subsidiaries 來自附屬公司非控股股東的貸款 4,100 1,039,130Repayments of loans from non-controlling shareholders

of subsidiaries償還來自附屬公司非控股股東的貸款

(547,430) (1,467,480)Advances from joint ventures 墊付自合營企業 7,654,801 3,037,617Repayments to joint ventures 向合營企業還款 (13,713) (213,870)Advance from associates 墊付自聯營公司 116,587 29Repayment to an associate 向一間聯營公司還款 (4) –Dividends paid to owners of the Company 向本公司擁有人派付股息 (990,794) (670,393)Dividends paid to non-controlling shareholders of subsidiaries

of the Company向本公司附屬公司的非控股股東派付股息

(853,262) (470,210)Proceeds from deemed disposal of partial interests in

subsidiaries without loss of controls出售附屬公司部分權益（並無失去 控制權）所得款項 4,262,429 363,204

Acquisition of non-controlling interests from non-controlling shareholders of subsidiaries

向附屬公司的非控股股東收購非控股權益(1,705,219) (879,150)

Shares repurchased 已購回股份 – (15,850)Contribution from non-controlling shareholders of subsidiaries 附屬公司非控股股東注資 1,363,209 622,475Decrease in capital contribution by a former non-controlling

shareholder of a subsidiary一間附屬公司的一名前任非控股 股東註資減少 – (25,840)

Exercise of share options 行使購股權 60,850 7,206 NET CASH FROM FINANCING ACTIVITIES 融資活動所得現金淨額 46,320,925 16,370,229 NET INCREASE IN CASH AND CASH EQUIVALENTS 現金及現金等價物增加淨額 13,053,882 7,995,064

EFFECT OF FOREIGN EXCHANGE RATE CHANGES 匯率變動影響 113,247 173,042

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

於年初的現金及現金等價物32,937,289 24,769,183

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR, REPRESENTED BY BANK BALANCES AND CASH

於年終的現金及現金等價物，即銀行 結餘及現金 46,104,418 32,937,289

– F-81 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度綜合財務報表附註Notes to the Consolidated Financial Statements

China Aoyuan Group Limited Annual Report 2019

1. General

China Aoyuan Group Limited (the “Company”) is a limited

company incorporated in the Cayman Islands and its shares

are listed on the The Stock Exchange of Hong Kong Limited

(the “SEHK”). The addresses of the registered office and the

principal place of business of the Company are disclosed in the

Corporate Information section to the annual report.

The Company’s immediate holding company is Ace Rise

Profits Limited, a limited company which was incorporated as

an exempted company with limited liability in the British Virgin

Islands. Its ultimate holding company is Joy Pacific Group

Limited, a limited liability company incorporated in the British

Virgin Islands which is controlled by Mr. Guo Zi Wen. The

Company acts as an investment holding company. Details of

the principal activities of its subsidiaries are set out in note 59.

The consolidated financial statements are presented in

Renminbi (“RMB”), which is the same as the functional

currency of the Company.

1. 一般資料

中國奧園集團股份有限公司（「本公司」）為

一間於開曼群島註冊成立的有限公司，

其股份於香港聯合交易所有限公司（「香

港聯交所」）上市。本公司的註冊辦事處

地址及主要營業地點於年報內公司資料

一節披露。

本公司的直接控股公司為A c e R i s e

Profits Limited（一間於英屬處女群島註

冊成立的獲豁免有限公司）。其最終控股

公司為Joy Pacific Group Limited（一間於

英屬處女群島註冊成立的有限公司），而

Joy Pacific Group Limited由郭梓文先生

控制。本公司為投資控股公司，其附屬

公司主要業務詳情載於附註59。

綜合財務報表以本公司功能貨幣人民幣

（「人民幣」）呈列。

– F-82 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂

於本年度，本公司及其附屬公司（統稱

「本集團」）首次應用下列由國際會計準則

委員會（「國際會計準則委員會」）所頒佈新

訂國際財務報告準則及對準則的修訂。

國際財務報告準則

第16號

租賃

國際財務報告詮釋

委員會詮釋

第23號

所得稅處理的不確

定性

國際財務報告準則

第9號之修訂

具負補償的預付款

特性

國際會計準則

第19號之修訂

計劃修訂、縮減或

結清

國際會計準則

第28號之修訂

於聯營公司及合營

企業之長期權益

國際財務報告

準則之修訂

二零一五年至二零

一七年週期國際

財務報告準則之

年度改進

除以下所述者外，於本年度應用新訂國

際財務報告準則及對準則的修訂以及詮

釋對本集團於本年度及過往年度的財務

狀況及表現及╱或於綜合財務報表載列

的披露並無重大影響。

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”)

The Company and its subsidiaries (collectively referred to

herein as “the Group”) has applied the following new and

amendments to IFRSs issued by the International Accounting

Standards Board (the “IASB”) for the first time in the current

year.

IFRS 16 Leases

IFRIC 23 Uncertainty over Income

Tax Treatments

Amendments to IFRS 9 Prepayment Features with

Negative Compensation

Amendments to IAS 19 Plan Amendment, Curtailment

or Settlement

Amendments to IAS 28 Long-term Interests in

Associates and Joint Ventures

Amendments to IFRSs Annual Improvements to

IFRS Standards 2015-2017

Cycle

Except as described below, the application of the new and

amendments to IFRSs and the interpretation in the current

year has had no material impact on the Group’s financial

position and performance for the current and prior years and/or

disclosures set out in the consolidated financial statements.

– F-83 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 16 Leases

The Group has applied IFRS 16 for the first time in the

current year. IFRS 16 superseded IAS 17 Leases (“IAS

17”), and the related interpretations.

Definition of a lease

The Group has elected the practical expedient to apply

IFRS 16 to contracts that were previously identified as

leases applying IAS 17 and IFRIC 4 Determining whether

an Arrangement contains a Lease and not apply this

standard to contracts that were not previously identified

as containing a lease. Therefore, the Group has not

reassessed contracts which already existed prior to the

date of initial application.

For contracts entered into or modified on or after 1

January 2019, the Group applies the definition of a lease

in accordance with the requirements set out in IFRS 16

in assessing whether a contract contains a lease.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第16號租賃

本集團於本年度首次應用國際財務報告

準則第16號。國際財務報告準則第16號

取代國際會計準則第17號（「國際會計準

則第17號」）及相關詮釋。

租賃的定義

本集團已選擇可行權宜方法，對先前應

用國際會計準則第17號及國際財務報告

詮釋委員會－詮釋第4號釐定安排是否

包含租賃識別為租賃的合約應用國際財

務報告準則第16號，而並無對先前並未

識別為包含租賃的合約應用該準則。因

此，本集團並無重新評估於首次應用日

期前已存在的合約。

就於二零一九年一月一日或之後訂立或

修訂的合約而言，本集團於評估合約是

否包含租賃時根據國際財務報告準則第

16號所載的規定應用租賃的定義。

– F-84 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 16 Leases (continued)

As a lessee

The Group has applied IFRS 16 retrospectively with

the cumulative effect recognised at the date of initial

application, 1 January 2019.

As at 1 January 2019, the Group recognised additional

lease liabilities and right-of-use assets at amounts equal

to the related lease liabilities by applying IFRS 16.C8(b)(ii)

transition. Any difference at the date of initial application

is recognised in the opening retained profits and

comparative information has not been restated.

When applying the modified retrospective approach

under IFRS 16 at transition, the Group applied the

following practical expedients to leases previously

classified as operating leases under IAS 17, on lease-by-

lease basis, to the extent relevant to the respective lease

contracts:

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第16號租賃（續）

作為承租人

本集團已追溯應用國際財務報告準

則第16號，並將初始應用該準則的

累計影響於初始應用日期（即二零

一九年一月一日）確認。

於二零一九年一月一日，本集團

透過應用國際財務報告準則第

16.C8(b)(ii)號過渡按相等於相關租

賃負債之金額確認額外租賃負債及

使用權資產。於初始應用日期的任

何差額已於年初保留溢利確認，且

並無重列比較資料。

於過渡時應用國際財務報告準則第

16號項下的經修訂追溯方法時，本

集團按逐項租賃基準就先前根據國

際會計準則第17號分類為經營租賃

且與各租賃合約相關的租賃應用以

下可行權宜方法：

– F-85 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 16 Leases (continued)

As a lessee (continued)

i. elected not to recognise right-of-use assets and

lease liabilities for leases with lease term ends

within 12 months of the date of initial application;

ii. excluded initial direct costs from measuring the

right-of-use assets at the date of initial application;

and

iii. applied a single discount rate to a portfolio of leases

with a similar remaining terms for similar class of

underlying assets in similar economic environment.

Specifically, discount rate for certain leases of

properties in the PRC and properties in Hong Kong

was determined on a portfolio basis.

When recognising the lease l iabil it ies for leases

previously classified as operating leases, the Group has

applied incremental borrowing rates of the relevant group

entities at the date of initial application. The weighted

average incremental borrowing rates applied by relevant

group entities is ranging from 3.8% to 9.55%.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第16號租賃（續）

作為承租人（續）

i. 選擇不就租期於初始應用日

期起計十二個月內結束的租

賃確認使用權資產及租賃負

債；

ii. 於初始應用日期計量使用權

資產時撇除初始直接成本；

及

iii. 就類似經濟環境內相似類別

相關資產的類似剩餘租期的

租賃組合應用單一貼現率。

具體而言，中國的某些物業

租賃及香港物業的貼現率乃

按組合基準釐定。

當先前分類為經營租賃的租賃確認

租賃負債時，本集團已應用於初始

應用日期相關集團實體的增量借款

利率。本集團相關實體所應用的加

權平均增量借款利率介乎3.8%至

9.55%之間。

– F-86 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 16 Leases (continued)

As a lessee (continued)

At 1 January

2019

於二零一九年

一月一日

RMB’000

人民幣千元

Operating lease commitments disclosed as at

31 December 2018

於二零一八年十二月三十一日披露的

經營租賃承擔 405,391

Lease liabilities discounted at relevant incremental

borrowing rates

租賃負債按遞增借款利率進行貼現

301,259

Less: Recognition exemption – short-term leases

and other leases with lease terms end within

12 months of the date of initial application of

IFRS 16

減：確認豁免－短期租賃及於首次應用

國際財務報告準則第16號日期起計12

個月內屆滿的其他租賃

(16,782)

Less: Recognition exemption – low value assets 減：確認豁免－低值資產 (140)

Lease liabilities relating to operating leases

recognised upon application of IFRS 16 Leases

應用國際財務報告準則第16號租賃

確認與經營租賃有關的租賃負債 284,337

Add: Obligations under finance leases recognised

at 31 December 2018

加：於二零一八年十二月三十一日

確認的融資租賃承擔 299,761

Lease liabilities as at 1 January 2019 於二零一九年一月一日的租賃負債 584,098

Analysed as 按以下類別進行分析

Current 流動 125,974

Non-current 非流動 458,124

584,098

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第16號租賃（續）

作為承租人（續）

– F-87 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 16 Leases (continued)

As a lessee (continued)

The carrying amount of right-of-use assets as at 1

January 2019 comprises the following:

Right-of-

use assets

使用權資產

Notes RMB’000

附註 人民幣千元

Right-of-use assets relating to operating

lease recognised upon application of

IFRS 16

應用國際財務報告準則第16號

確認與經營租賃有關的

使用權資產 284,337

Reclassified from prepaid lease payments 自預付租賃款項重新分類 (a) 352,749

Amounts included in property, plant and

equipment as at 31 December 2018

previously under finance leases

於二零一八年十二月三十一日包

含在物業、廠房及設備的融資

租賃資產 (b) 482,952

1,120,038

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第16號租賃（續）

作為承租人（續）

二零一九年一月一日的使用權資產

賬面值如下：

– F-88 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 16 Leases (continued)

As a lessee (continued)

By class: 類別：

Land 土地 362,969

Buildings 樓宇 271,554

Office equipment 辦公室設備 2,563

Transportation vehicles 運輸工具 482,952

1,120,038

(a) Upfront payments for leasehold lands in the PRC

were classified as prepaid lease payments as at

31 December 2018. Upon application of IFRS 16,

the current and non-current portion of prepaid

lease payments amounting to RMB14,772,000 and

RMB337,977,000 respectively were reclassified to

right-of-use assets.

(b) Upon application of IFRS 16, the transportation

vehicles purchased under finance lease terms

amounting to RMB482,952,000 was reclassified to

right-of-use assets.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第16號租賃（續）

作為承租人（續）

(a) 於二零一八年十二月三十一

日，於中國租賃土地的預付

款項分類為預付租賃款項。

於應用國際財務報告準則第

1 6號後，預付租賃款項的

即期及非即期部分分別為人

民幣14,772,000元及人民幣

337,977,000元，重新分類至

使用權資產。

(b) 於應用國際財務報告準則

第 1 6號後，通過融資租

賃方式購買的價值人民幣

482,952,000的交通工具重分

類至使用權資產。

– F-89 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 16 Leases (continued)

As a lessor

In accordance with the transitional provisions in IFRS

16, the Group is not required to make any adjustment

on transition for leases in which the Group is a lessor

but account for these leases in accordance with IFRS

16 from the date of initial application and comparative

information has not been restated.

Upon application of IFRS 16, new lease contracts entered

into but commence after the date of initial application

relating to the same underlying assets under existing

lease contracts are accounted as if the existing leases

are modified as at 1 January 2019. The application has

had no impact on the Group’s consolidated statement of

financial position at 1 January 2019. However, effective

on 1 January 2019, lease payments relating to the revised

lease term after modification are recognised as income

on straight-line basis over the extended lease term.

Effective on 1 January 2019, the Group has applied IFRS

15 Revenue from Contracts with Customers to allocate

consideration in the contract to each lease and non-lease

components. The change in allocation basis has had no

material impact on the consolidated financial statements

of the Group for the current year.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第16號租賃（續）

作為承租人

根據國際財務報告準則第16號的過

渡條文，本集團毋須就本集團為出

租人的租賃過渡作出任何調整，但

須自初始應用日期起根據國際財務

報告準則第16號對該等租賃進行會

計處理，且並無重述比較資料。

於應用國際財務報告準則第16號

時，已訂立但於初始應用日期後開

始與現有租賃合約項下相同的相關

資產有關的新租賃合約會被視作猶

如現有租賃合約已於二零一九年一

月一日獲修訂。有關應用對本集團

於二零一九年一月一日的簡明綜合

財務狀況表並無構成影響。然而，

自二零一九年一月一日起，修訂後

的經修訂租賃期有關的租賃付款於

經延長租賃期內按直線法基準確認

為收入。

自二零一九年一月一日起，本集團

應用國際財務報告準則第15號客

戶合同收入，將合約訂明的代價分

配至租賃組成部分及非租賃組成部

分。該分配基準的改變對本集團於

本年度的簡明綜合財務報表並無構

成重大影響。

– F-90 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 16 Leases (continued)

As a lessor (continued)

The following adjustments were made to the amounts

recognised in the consolidated statement of financial

position at 1 January 2019. Line items that were not

affected by the changes have not been included.

Carrying amounts

previously

reported at 31

December 2018 Adjustments

Carrying

amounts under

IFRS 16

1 January 2019

先前於二零一八年

十二月三十一日

呈報的賬面值 調整

於二零一九年

一月一日根據

國際財務報告

準則第16號

計算的賬面值

RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

Non-current assets 非流動資產

Property, plant and equipment 物業、廠房及設備 2,057,192 (482,952) 1,574,240

Prepaid lease payments 預付租賃款項 337,977 (337,977) –

Right-of-use assets 使用權資產 – 1,120,038 1,120,038

Current assets 流動資產

Prepaid lease payments 預付租賃款項 14,772 (14,772) –

Current liabilities 流動負債

Lease liabilities 租賃負債 – 125,974 125,974

Obligation under finance lease 融資租賃承擔 38,821 (38,821) –

Non-current liabilities 非流動負債

Lease liabilities 租賃負債 – 458,124 458,124

Obligation under finance lease 融資租賃承擔 260,940 (260,940) –

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第16號租賃（續）

作為承租人（續）

於二零一九年一月一日的簡明綜合

財務狀況表確認的金額作出以下調

整。不受變動影響的項目並無包括

在內。

– F-91 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.2 Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures

The amendments clarify that an entity applies IFRS

9 Financial Instruments (“IFRS 9”), including the

impairment requirements, to long-term interests in an

associate or joint venture to which the equity method

is not applied that form part of the net investment in

the investee. Furthermore, in applying IFRS 9 to long-

term interests, an entity does not take into account

adjustments to their carrying amount required by IAS

28 (i.e. adjustments to the carrying amount of long-

term interests arising from the allocation of losses of the

investee or assessment of impairment in accordance

with IAS 28).

As at 31 December 2019, amounts due from joint

ventures of RMB1,167,161,000 are considered as long-

term interests that, in substance form part of the Group’s

net investments in the relevant joint ventures. However,

the application is not expected to have impact as the

Group’s existing accounting policies are consistent with

the requirements clarified by the amendments.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.2 國際會計準則第28號之修訂於聯營公司及合營企業之長期權益

該修訂本澄清，實體將國際財務報

告準則第9號金融工具（「國際財務

報告準則第9」）（包括減值規定）應

用於於聯營公司或合營企業之長期

權益中構成對被投資方之部分淨投

資之長期權益（權益法不適用於該

等權益）。此外，將國際財務報告

準則第9號應用於長期權益時，實

體無須計及國際會計準則第28號規

定之賬面值調整（即根據國際會計

準則第28號被投資方虧損分配或減

值評估產生之長期權益賬面值之調

整）。

於二零一九年十二月三十一日，實

質上構成本集團於相關合營企業之

淨投資一部分的應收合營企業款項

1,167,161,000人民幣被視為長期投

資。然而，由於本集團現有會計政

策與該修訂所釐清的規定一致，該

應用並無構成影響。

– F-92 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not yet effective

The Group has not early applied the following new and revised

IFRSs that have been issued but are not yet effective:

IFRS 17 Insurance Contracts1

Amendments to IFRS 3 Definition of a Business2

Amendments to IFRS 10 Sale or Contribution of

and IAS 28 Assets between an

Investor and its Associate

or Joint Venture3

Amendments to IAS 1 Classification of Liabilities as

Current or Non-current5

Amendments to Definition of Material4

IAS 1 and IAS 8

Amendments to IFRS 9, Interest Rate

IAS 39 And IFRS 7 Benchmark Reform4

1 Effective for annual periods beginning on or after 1 January 2021.

2 Effective for business combinations and asset acquisitions for which the acquisition date is on or after the beginning of the first annual period beginning on or after 1 January 2020.

3 Effective for annual periods beginning on or after a date to be determined.4 Effective for annual periods beginning on or after 1 January 2020.

5 Effective for annual periods beginning on or after 1 January 2022.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂

本集團並無提早應用下列已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂：

國際財務報告準則

第17號保險合同1

國際財務報告準則

第3號之修訂業務的定義2

國際財務報告準則

第10號及國際會計準則第28號之修訂

投資者與其聯營公司或合營企業之間的資產出售或投入3

國際會計準則第1號之修訂

流動負債非流動負債之劃分5

國際會計準則第1號及國際會計準則

第8號之修訂

材料的定義4

國際財務報告準則第9號、國際會計準則第39號及國際財務報告準則第7號之修訂

利率基準改革4

1 於二零二一年一月一日或之後開始的年度期間生效。

2 於收購日期為二零二零年一月一日或之後開始首個年度期間或之後的業務合併及資產收購生效。

3 於待定日期或之後開始的年度期間生效。4 於二零二零年一月一日或之後開始的年度期

間生效。5 於二零二二年一月一日或之後開始的年度期

間生效。

– F-93 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not yet effective (continued)

In addition to the above new and amendments to IFRSs,

a revised Conceptual Framework for Financial Reporting

was issued in 2018. Its consequential amendments, the

Amendments to References to the Conceptual Framework in

IFRS Standards, will be effective for annual periods beginning

on or after 1 January 2020.

Except for the new and amendments to IFRSs mentioned

below, the directors of the Company anticipate that the

application of all other new and amendments to IFRSs will have

no material impact on the consolidated financial statements in

the foreseeable future.

Amendments to IFRS 3 Definition of a Business

The amendments:

• add an optional concentration test that permits a

simplified assessment of whether an acquired set of

activities and assets is not a business. The election

on whether to apply the optional concentration test is

available on transaction-by-transaction basis;

• clarify that to be considered a business, an acquired set

of activities and assets must include, at a minimum, an

input and a substantive process that together significantly

contribute to the ability to create outputs; and

• narrow the definitions of a business and of outputs by

focusing on goods and services provided to customers

and by removing the reference to an ability to reduce

costs.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂（續）

除上述新訂國際財務報告準則及對準則之修訂外，經修訂財務報告概念框架已於二零一八年頒佈。其後續修訂《國際財務報告準則中對概念框架的提述的修訂》將於二零二零年一月一日或之後開始的年度期間生效。

除下文提及之新訂國際財務報告準則及

對準則之修訂外，本公司董事預期應用

全部其他新訂國際財務報告準則及對準

則之修訂對可見未來之綜合財務報表概

無重大影響。

國際財務報告準則第3號之修訂業務的定義

修訂︰

• 增加一個可選的集中性測試，該測

試可簡化評估一系列必須的活動和

資產是否為業務。應用集中性測試

與否可按逐項交易選擇；

• 闡明交易要被視為一項業務，被收

購的項目及資產需至少包括可對實

質性產出能力有重大貢獻的投入及

實質性進程；及

• 縮小業務及產出的定義，注重向客

戶提供的產品及服務，不再提及降

低成本的能力。

– F-94 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not yet effective (continued)

Amendments to IFRS 3 Definition of a Business (continued)

The Group will apply the amendments prospectively to all

business combinations and asset acquisitions for which the

acquisition date is on or after the first annual reporting period

beginning on or after 1 January 2020.

Amendments to IFRS 10 and IAS 28 Sale or Contribution

of Assets between an Investor and its Associate or Joint

Venture

The amendments to IFRS 10 Consol idated Financial

Statements and IAS 28 Investments in Associates and

Joint Ventures deal with situations where there is a sale or

contribution of assets between an investor and its associate

or joint venture. Specifically, the amendments state that gains

or losses resulting from the loss of control of a subsidiary that

does not contain a business in a transaction with an associate

or a joint venture that is accounted for using the equity

method, are recognised in the parent’s profit or loss only to

the extent of the unrelated investors’ interests in that associate

or joint venture. Similarly, gains and losses resulting from

the remeasurement of investments retained in any former

subsidiary (that has become an associate or a joint venture

that is accounted for using the equity method) to fair value

are recognised in the former parent’s profit or loss only to the

extent of the unrelated investors’ interests in the new associate

or joint venture.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂（續）

國際財務報告準則第3號之修訂業務的定義（續）

本集團將應用該等修訂於所有收購日期

為於2020年1月1日或之後開始的年度呈

報期間之初或之後的業務合併及資產收

購。

國際財務報告準則第10號及國際會計準則第28號之修訂本投資者與其聯營公司或合營企業之間的資產出售或投入

國際財務報告準則第10號綜合財務報表

及國際會計準則第28號於聯營公司及合

營企業的投資之修訂處理投資者與其聯

營公司或合營企業之間出現資產出售或

投入的情況。具體而言，該等修訂本說

明因在與聯營公司或合營企業（以權益法

入賬）的交易中失去對並無包含業務之

附屬公司的控制權所得盈虧，應於母公

司損益賬確認且僅以非相關投資者於該

聯營公司或合營企業之權益為限。類似

地，按於成為聯營公司或合營企業（以權

益法列賬）之任何前附屬公司所保留之投

資公平值重新計量所得盈虧，於前母公

司損益賬確認且僅以非相關投資者於新

聯營公司或合營企業之權益為限。

– F-95 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not yet effective (continued)

Amendments to IAS 1 and IAS 8 Definition of Material

The amendments provide refinements to the definition of

material by including additional guidance and explanations in

making materiality judgments. In particular, the amendments:

• include the concept of “obscuring” material information

in which the effect is similar to omitting or misstating the

information;

• replace threshold for materiality influencing users from

“could influence” to “could reasonably be expected to

influence”; and

• include the use of the phrase “primary users” rather than

simply referring to “users” which was considered too

broad when deciding what information to disclose in the

financial statements.

The amendments also align the definition across all IFRSs

and will be mandatorily effective for the Group’s annual

period beginning on 1 January 2020. The application of the

amendments is not expected to have significant impact on the

financial position and performance of the Group but may affect

the presentation and disclosures in the consolidated financial

statements.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂（續）

國際會計準則第1號及國際會計準則第8

號之修訂「材料的定義」

該等修訂透過載入作出重大判斷時的額

外指引及解釋，對重要的定義進行修

訂。尤其是有關修訂：

• 包含「掩蓋」重要資料的概念，其與

遺漏或誤報資料有類似效果；

• 就影響使用者重要性的範圍以「可

合理預期影響」取代「可影響」；及

• 包含使用詞組「主要使用者」，而非

僅指「使用者」，於決定於財務報表

披露何等資料時，該用語被視為過

於廣義。

該等修訂與各國際財務報告準則的

定義一致，並將在本集團於二零二

零年一月一日開始的年度期間強制

生效。預期應用該等修訂不會對本

集團的財務狀況及表現造成重大影

響，惟可能影響於綜合財務報表中

的呈列及披露。

– F-96 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not yet effective (continued)

Conceptual Framework for Financial Reporting 2018 (the

“New Framework”) and the Amendments to References to

the Conceptual Framework in IFRS Standards

The New Framework:

• reintroduces the terms stewardship and prudence;

• introduces a new asset definition that focuses on rights

and a new liability definition that is likely to be broader

than the definition it replaces, but does not change the

distinction between a liability and an equity instrument;

• discusses historical cost and current value measures,

and provides additional guidance on how to select a

measurement basis for a particular asset or liability;

• s t a tes tha t the p r imary measu re o f f i nanc i a l

performance is profit or loss, and that only in exceptional

circumstances other comprehensive income will be used

and only for income or expenses that arise from a change

in the current value of an asset or liability; and

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂（續）

二零一八年財務報告概念框架（「新框架」）及提述國際財務報告準則概念框架的修訂

新框架：

• 重新引入管理及審慎此等術語；

• 引入著重權利的新資產定義以及範

圍可能比所取代定義更廣的新負債

定義，惟不會改變負債與權益工具

之間的區別；

• 討論歷史成本及現值計量，並就如

何為某一資產或負債選擇計量基準

提供額外指引；

• 指出財務表現主要計量標準為損

益，且於特殊情況下方會使用其他

全面收益，且僅用於資產或負債現

值產生變動的收入或開支；及

– F-97 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not yet effective (continued)

Amendments to IFRS 9, IAS 39 and IFRS 7 Interest Rate

Benchmark Reform (continued)

• discusses uncertainty, derecognition, unit of account, the

reporting entity and combined financial statements.

Consequential amendments have been made so that

references in certain IFRSs have been updated to the New

Framework, whilst some IFRSs are still referred to the

previous versions of the framework. These amendments are

effective for the Group’s annual period beginning on or after 1

January 2020. Other than specific standards which still refer

to the previous versions of the framework, the Group will rely

on the New Framework on its effective date in determining

the accounting policies especially for transactions, events

or conditions that are not otherwise dealt with under the

accounting standards.

3. Significant Accounting Policies

The consolidated financial statements have been prepared in

accordance with IFRSs issued by the IASB. In addition, the

consolidated financial statements include applicable disclosures

required by the Rules Governing the Listing of Securities on

the SEHK (“Listing Rules”) and by the Hong Kong Companies

Ordinance.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂（續）

國際財務報告準則第9號、國際會計準則第39號及國際財務報告準則第7之修訂利率基準改革（續）

• 討論不確定因素、終止確認、會計

單位、報告實體及合併財務報表。

已作出相應修訂，致使有關若干國際財

務報告準則中的提述已更新至符合新框

架，惟部分國際財務報告準則仍參考該

框架的先前版本。該等修訂於本集團二

零二零年一月一日或之後開始的年度期

間生效。除仍參考該框架先前版本的特

定準則外，本集團將於其生效日期按新

框架決定會計政策，尤其是會計準則未

有處理的交易、事件或條件。

3. 主要會計政策

綜合財務報表已根據國際會計準則委員

會頒佈之國際財務報告準則編製。此

外，綜合財務報表包括香港聯交所證券

上市規則（「上市規則」）及香港公司條例所

規定之適用披露事項。

– F-98 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

The consolidated financial statements have been prepared

on the historical cost basis except for certain properties and

financial instruments that are measured at fair values at the

end of the reporting period, as explained in the accounting

policies set out below.

Historical cost is generally based on the fair value of the

consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset

or paid to transfer a liability in an orderly transaction between

market participants at the measurement date, regardless of

whether that price is directly observable or estimated using

another valuation technique. In estimating the fair value

of an asset or a liability, the Group takes into account the

characteristics of the asset or liability if market participants

would take those characteristics into account when pricing

the asset or liability at the measurement date. Fair value for

measurement and/or disclosure purposes in these consolidated

financial statements is determined on such a basis, except

for share-based payment transactions that are within the

scope of IFRS 2 Share-based Payment, leasing transactions

that are accounted for in accordance with IFRS 16 (since 1

January 2019) or IAS 17 (before application of IFRS 16), and

measurements that have some similarities to fair value but are

not fair value, such as net realisable value in IAS 2 Inventories

or value in use in IAS 36 Impairment of Assets.

A fair value measurement of a non-financial asset takes into

account a market participant’s ability to generate economic

benefits by using the asset in its highest and best use or by

selling it to another market participant that would use the asset

in its highest and best use.

3. 主要會計政策（續）

除下文會計政策所述於報告期末若干物

業及金融工具以公平值計量外，綜合財

務報表按歷史成本基準編製。

歷史成本一般基於交易貨品及服務時所

涉代價的公平值。

公平值是指市場參與者之間在計量日期

進行之有序交易中出售一項資產所收取

價格或轉移一項負債所支付價格，無論

該價格是採用其他估值技術直接觀察或

估計。在對資產或負債公平值作出估計

時，本集團考慮市場參與者在計量日期

為該資產或負債進行定價時將會考慮之

特徵。於本綜合財務報表中計量及╱ 或

披露之公平值均按此基準釐定，惟不包

括國際財務報告準則第2號以股份為基礎

的支付範圍內的以股份為基礎支付的交

易、根據國際財務報告準則第16號（自二

零一九年一月一日起）或國際會計準則第

17號（於應用國際財務報告準則第16號之

前）進行會計處理的租賃交易、以及與公

平值類似但並非公平值的計量，例如國

際會計準則第2號存貨中之可變現淨值或

國際會計準則第36號資產減值中之使用

價值。

非金融資產之公平值計量乃考慮市場參

與者通過使用其資產之最高及最佳用途

或將其出售予將使用其最高及最佳用途

之另一市場參與者，而能夠產生經濟利

益之能力。

– F-99 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

For financial instruments and investment properties which

are transacted at fair value and a valuation technique that

unobservable inputs is to be used to measure fair value in

subsequent periods, the valuation technique is calibrated so

that at initial recognition the results of the valuation technique

equals the transaction price.

In addition, for financial reporting purposes, fair value

measurements are categorised into Level 1, 2 or 3 based on

the degree to which the inputs to the fair value measurements

are observable and the significance of the inputs to the fair

value measurement in its entirety, which are described as

follows:

• Level 1 inputs are quoted prices (unadjusted) in active

markets for identical assets or liabilities that the Group

can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices

included within Level 1, that are observable for the asset

or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or

liability.

The principal accounting policies adopted are set out below:

3. 主要會計政策（續）

就按公平值交易的金融工具及於其後期

間使用不可觀察輸入數據計量公平值的

估值技術而言，估值技術會進行調整，

以致初步確認時估值技術的結果等於交

易價格。

此外，就財務報告而言，公平值計量根

據公平值計量之輸入數據可觀察程度及

公平值計量之輸入數據對其整體重要性

分類為第一級、第二級或第三級，詳情

如下：

• 第一級輸入數據為本集團於計量日

期可以取得之相同資產或負債於活

躍市場之報價（未經調整）；

• 第二級輸入數據為就資產或負債直

接或間接地可觀察之輸入數據（第

一級內包括之報價除外）；及

• 第三級輸入數據為資產或負債之不

可觀察輸入數據。

所採納的主要會計政策載列如下：

– F-100 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Basis of consolidation

The consolidated financial statements incorporate the financial

statements of the Company and entities controlled by the

Company and its subsidiaries. Control is achieved where the

Company:

• has power over the investee;

• is exposed, or has rights, to variable returns from its

involvement with the investee; and

• has the ability to use its power to affect its returns.

The Group reassesses whether or not it controls an investee if

facts and circumstances indicate that there are changes to one

or more of the three elements of control listed above.

When the Group has less than a majority of the voting rights

of an investee, it has power over the investee when the voting

rights are sufficient to give it the practical ability to direct

the relevant activities of the investee unilaterally. The Group

considers all relevant facts and circumstances in assessing

whether or not the Group’s voting rights in an investee are

sufficient to give it power, including:

• the size of the Group’s holding of voting rights relative

to the size and dispersion of holdings of the other vote

holders;

• potential voting rights held by the Group, other vote

holders or other parties;

3. 主要會計政策（續）

綜合基準

綜合財務報表包括本公司及受本公司及

其附屬公司控制之實體之財務報表。本

公司在下列情況下，即屬擁有控制權：

• 有權控制被投資方；

• 因其參與被投資方業務而對可變回

報承擔風險或享有權利；及

• 有能力以其權力影響其回報。

倘有事實及情況顯示上列三項控制權條

件之其中一項或多項有變，本集團會重

新評估其是否控制被投資方。

倘本集團於投資對象的投票權未能佔大

多數，則當投票權足以賦予本集團實際

能力以單方面指揮投資對象的相關活動

時即對投資對象擁有權力。本集團於評

估本集團於投資對象的投票權是否足以

賦予其權力時考慮所有相關事實及情

況，包括：

• 相對其他投票權持有人所持投票權

的數量及分散情況，本集團持有投

票權的數量；

• 本集團、其他投票權持有人或其他

人士持有的潛在投票權；

– F-101 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Basis of consolidation (continued)

• rights arising from other contractual arrangements; and

• any additional facts and circumstances that indicate that

the Group has, or does not have, the current ability to

direct the relevant activities at the time that decisions

need to be made, including voting patterns at previous

shareholders’ meetings.

Consolidation of a subsidiary begins when the Group obtains

control over the subsidiary and ceases when the Group loses

control of the subsidiary. Specifically, income and expenses

of a subsidiary acquired or disposed of during the year are

included in the consolidated statement of profit or loss and

other comprehensive income from the date of the Group gains

control until the date when the Group ceases to control the

subsidiary.

Profit or loss and each item of other comprehensive income

are attributed to the owners of the Company and to the

non-controlling interests. Total comprehensive income of

subsidiaries is attributed to the owners of the Company and

to the non-controlling interests even if this results in the non-

controlling interests having a deficit balance.

When necessary, adjustments are made to the financial

statements of subsidiaries to bring their accounting policies in

line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses

and cash flows relating to transactions between members of

the Group are eliminated in full on consolidation.

3. 主要會計政策（續）

綜合基準（續）

• 其他合同安排產生的權利；及

• 需要作出決定時，顯示本集團目前

能夠或不能指揮相關活動之任何額

外事實及情況（包括於過往股東大

會上之投票模式）。

當本集團取得附屬公司之控制權，便將

該附屬公司綜合入賬；當本集團失去附

屬公司之控制權，便停止將該附屬公司

綜合入賬。具體而言，年內收購或出售

之附屬公司之收入及支出會於本集團取

得控制權當日起計入綜合損益及其他全

面收益表，直至本集團對該附屬公司之

控制權終止當日為止。

損益及其他全面收益各項目乃本公司擁

有人及非控股權益分佔。附屬公司全面

收益總額乃本公司擁有人及非控股權益

分佔，即使導致非控股權益產生虧絀結

餘。

如有需要，會對附屬公司之財務報表作

出調整，以使彼等之會計政策與本集團

之會計政策一致。

與本集團成員公司之間交易有關之所有

集團內資產及負債、權益、收入、開支

及現金流量已於綜合賬目時全數對銷。

– F-102 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Basis of consolidation (continued)

Non-controlling interests in subsidiaries are presented

separately from the Group’s equity therein, which represent

present ownership interests entitling their holders to a

proportionate share of net assets of the relevant subsidiaries

upon liquidation.

Changes in the Group’s ownership interests in existing

subsidiaries

Changes in the Group’s ownership interests in existing

subsidiaries that do not result in the Group losing control over

the subsidiaries are accounted for as equity transactions.

The carrying amounts of the Group’s relevant components

of equity including reserves and the non-controlling interests

are adjusted to reflect the changes in their relative interests in

the subsidiaries, including re-attribution of relevant reserves

between the Group and the non-controlling interests according

to the Group’s and the non-controlling interests’ proportionate

interests. Any difference between the amount by which the

non-controlling interests are adjusted, and the fair value of the

consideration paid or received is recognised directly in equity

and attributed to owners of the Company.

3. 主要會計政策（續）

綜合基準（續）

附屬公司非控股權益自本集團於其中的

權益中獨立呈列，於清盤後相當於其持

有人有權按比例分佔相關附屬公司資產

淨值之現存所有權權益。

本集團於現有附屬公司之所有權權益之變動

本集團於現有附屬公司之所有權權益並

無導致本集團失去對附屬公司之控制權

之變動入賬為股權交易。本集團權益（包

括儲備）及非控股權益的相關部分之賬面

值作出調整，以反映其於附屬公司之有

關權益之變動，包括根據本集團及非控

股權益比例權益在本集團與非控股權益

間重新分配相關準備金。所調整的非控

股權益金額與已付或已收代價公平值之

間之差額直接確認為股權及由本公司擁

有人分佔。

– F-103 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Basis of consolidation (continued)

Changes in the Group’s ownership interests in existing

subsidiaries (continued)

When the Group loses control of a subsidiary, the assets and

liabilities of that subsidiary and non-controlling interests (if any)

are derecognised. A gain or loss is recognised in profit or loss

and is calculated as the difference between (i) the aggregate

of the fair value of the consideration received and the fair value

of any retained interest and (ii) the previous carrying amount of

the assets (including goodwill), and liabilities of the subsidiary

attributable to the owners of the Company. All amounts

previously recognised in other comprehensive income in

relation to the subsidiary are accounted for as if the Group

has directly disposed of the related assets or liabilities of the

subsidiary (i.e. reclassified to profit or loss or transferred to

another category of equity as specific/permitted by applicable

IFRSs). The fair value of any investment retained in the former

subsidiary at the date when control is lost is regarded as the

fair value on initial recognition for subsequent accounting under

IAS 39 Financial Instruments: Recognition and Measurement

or, when applicable, the cost on initial recognition of an

investment in an associate or a joint venture.

Business combinations

Acquisitions of businesses are accounted for using the

acquisition method. The consideration transferred in a business

combination is measured at fair value, which is calculated

as the sum of the acquisition-date fair values of the assets

transferred by the Group, liabilities incurred by the Group to

the former owners of the acquiree and the equity interests

issued by the Group in exchange for control of the acquiree.

Acquisition-related costs are generally recognised in profit or

loss as incurred.

3. 主要會計政策（續）

綜合基準（續）

本集團於現有附屬公司之所有權權益之變動（續）

當本集團失去一間附屬公司之控制權，

將終止確認該附屬公司之資產或負債及

非控股權益（如有），且會於損益內確認收

益或虧損，並按(i)已收代價之公平值及任

何保留權益之公平值之總額與(ii)本公司

擁有人分佔該附屬公司之資產（包括商譽）

及負債之先前賬面值之差額計算。先前

就附屬公司而於其他全面收益確認之全

部款額，將按猶如本集團已直接出售附

屬公司相關資產或負債入賬（即按適用國

際財務報告準則之指定╱ 許可重新分類

至損益或轉撥至另一類別權益）。失去控

制權當日前附屬公司所保留之任何投資

之公平值視為首次確認時之公平值，隨

後根據國際會計準則第39號金融工具：

確認及計量進行會計處理（或如適用），視

為於一間聯營公司或合營企業投資的初

始確認後的成本。

業務合併

收購業務採用購買法進行會計處理。業

務合併轉讓之代價會以公平值計量，按

為換取被收購者的控制權本集團轉讓的

資產、本集團承擔被收購者前擁有人的

負債，以及本集團發行的股本權益於收

購日的公平值的總額計算。與收購有關

的成本一般會於發生時於損益確認。

– F-104 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Business combinations (continued)

At the acquisition date, the identifiable assets acquired and

the liabilities assumed are recognised at their fair value at the

acquisition date, except that:

• deferred tax assets or liabilities, assets or liabilities

related to employee benefit arrangements are recognised

and measured in accordance with IAS 12 Income Taxes

and IAS 19 Employee Benefits respectively;

• liabilities or equity instruments related to share-based

payment arrangement of the acquiree or share-based

payment arrangement of the Group entered into to

replace share-based payment arrangements of the

acquiree are measured in accordance with IFRS 2

Share-based Payment at the acquisition date (see the

accounting policy below);

• assets (or disposal groups) that are classified as held for

sale in accordance with IFRS 5 Non-current Assets Held

for Sale and Discontinued Operations are measured in

accordance with that standard; and

• lease liabilities are recognised and measured at the

present value of the remaining lease payments (as

defined in IFRS 16) as if the acquired leases were new

leases at the acquisition date, except for leases for

which (a) the lease term ends within 12 months of the

acquisition date; or (b) the underlying asset is of low

value. Right-of-use assets are recognised and measured

at the same amount as the relevant lease liabilities,

adjusted to reflect favourable or unfavourable terms of

the lease when compared with market terms.

3. 主要會計政策（續）

業務合併（續）

於收購日，被收購的可識別資產、承擔

負債應按其在收購日的公平值予以確

認，惟以下各項除外：

• 遞延稅項資產或負債及僱員福利安

排的相關資產或負債應分別按國際

會計準則第12號所得稅和國際會計

準則第19號僱員福利予以確認和計

量；

• 於收購日，有關被收購者以股份為

基礎支付的安排或訂立本集團的以

股份為基礎支付的安排以取代被收

購者的以股份為基礎支付的安排之

負債或股本工具，應按國際財務報

告準則第2號以股份為基礎的付款

計量（參看以下會計政策）；

• 按照國際財務報告準則第5號持有

待售的非流動資產和終止經營歸類

為持有待售的資產（或出售集團）應

按該準則予以計量；及

• 租賃負債按剩餘租賃付款（定義見

國際財務報告準則第16號）的現值

確認及計量，猶如收購的租賃於收

購日為新租賃，惟(a)租賃期限於收

購日期12個月內結束；或(b)相關

資產為低價值的租賃除外。使用權

資產按與相關租賃負債相同的金額

確認及計量，並進行調整以反映與

市場條件相比租賃的有利或不利條

款。

– F-105 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Business combinations (continued)

Goodwill is measured as the excess of the sum of the

consideration transferred, the amount of any non-controlling

interests in the acquiree, and the fair value of the acquirer’s

previously held equity interest in the acquiree (if any) over

the net amounts of the identifiable assets acquired and

the liabilities assumed as at acquisition date. If, after re-

assessment, the net amount of the acquisition-date amounts

of the identifiable assets acquired and liabilities assumed

exceeds the sum of the consideration transferred, the amount

of any non-controlling interests in the acquiree and the fair

value of the acquirer’s previously held interest in the acquiree (if

any), the excess is recognised immediately in profit or loss as a

bargain purchase gain.

Non-controlling interests that are present ownership interests

and entitle their holders to a proportionate share of the relevant

subsidiary’s net assets in the event of liquidation are initially

measured either at fair value or at the non-controlling interests’

proportionate share of the recognised amounts of the

acquiree’s identifiable net assets. The choice of measurement

basis is made on a transaction-by-transaction basis. Other

types of non-controlling interests are measured at their fair

value or, when applicable, on the basis specified in another

IFRS.

3. 主要會計政策（續）

業務合併（續）

商譽按轉讓代價，於被收購者非控股權

益金額及之前於被收購者持有股本權益

（如有）公平值之總和與已收購可識別資產

及承擔負債於收購日淨值之差額計量。

如果在重新評估後，已收購可識別淨資

產及承擔負債於收購日之淨值額超過轉

讓價、在被購者的任何非控股權益金額

以及購買方先前在被收購者持有的權益

（如有）的總額，超出的差額立即作為議價

購入收益計入損益。

非控股權益為現有擁有權益，當發生清

盤時給予持有人相應於相關附屬公司淨

資產佔有比例。其初步以公平值或非控

股權益於被收購者可識別淨資產應佔確

認金額計量，計量基準選擇按個別交易

基準決定。其他種類非控股權益按公平

值或（當適用）按其他國際財務報告準則要

求之基準計量。

– F-106 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Business combinations (continued)

When the consideration transferred by the Group in a

business combination includes a contingent consideration

arrangement, the contingent consideration is measured

at its acquisition-date fair value and included as part of the

consideration transferred in a business combination. Changes

in the fair value of the contingent consideration that qualify as

measurement period adjustments are adjusted retrospectively,

with the corresponding adjustments made against goodwill.

Measurement period adjustments are adjustments that arise

from additional information obtained during the “measurement

period” (which cannot exceed one year from the acquisition

date) about facts and circumstances that existed at the

acquisition date.

Acquisition of a subsidiary not constituting a business

When the Group acquires a group of assets and liabilities

that do not constitute a business, the Group identifies and

recognises the individual identifiable assets acquired and

liabilities assumed by allocating the purchase price first to

investment properties which are subsequently measured

under fair value model and financial assets and financial

liabilities at the respective fair value, the remaining balance of

the purchase price is then allocated to the other identifiable

assets and liabilities on the basis of their relative fair values at

the date of purchase. Such a transaction does not give rise to

goodwill or bargain purchase gain.

3. 主要會計政策（續）

業務合併（續）

倘本集團於業務合併中轉讓之代價包括

或然代價安排，則或然代價按其於收購

日之公平值計量，並計入於業務合併轉

讓之代價之一部分。符合資格為計量期

間調整之或然代價公平值變動將予追溯

調整，並對商譽作出相應調整。計量期

間調整為於「計量期間」（不可超過自收購

日起計一年）取得有關於收購日已存在之

事實及情況之額外資料產生之調整。

收購不構成一項業務的一間附屬公司

當本集團收購不構成一項業務的一組資

產及負債，本集團透過首先分配購買價

至其後按公平值模式計量的投資物業及

按各自公平值計量的金融資產及金融負

債，購買價的餘額其後根據其於購買日

的相關公平值分配至其他個別可識別資

產及負債，識別及確認可識別所收購資

產及所承擔負債。此類交易不會產生商

譽或議價購入收益。

– F-107 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Goodwill

Goodwill arising on an acquisition of a business is carried at

cost as established at the date of acquisition of the business

(see the accounting policy above) less accumulated impairment

losses, if any.

For the purposes of impairment testing, goodwill is allocated to

each of the Group’s cash-generating units (or groups of cash-

generating units) that is expected to benefit from the synergies

of the combination, which represent the lowest level at which

the goodwill is monitored for internal management purposes

and not larger than an operating segment.

A cash-generating unit (or group of cash-generating units) to

which goodwill has been allocated is tested for impairment

annually or more frequently when there is indication that the

unit may be impaired. For goodwill arising on an acquisition

in a reporting period, the cash-generating unit (or group of

cash-generating units) to which goodwill has been allocated is

tested for impairment before the end of that reporting period.

If the recoverable amount is less than its carrying amount, the

impairment loss is allocated first to reduce the carrying amount

of any goodwill and then to the other assets on a pro-rata basis

based on the carrying amount of each asset in the unit (or

group of cash-generating units).

3. 主要會計政策（續）

商譽

因收購一項業務產生之商譽按業務收購

當日確立之成本（見上文會計政策）減累計

減值虧損（如有）入賬。

就減值測試而言，商譽分配至預期將自

合併協同效益獲益之本集團各現金產生

單位（或多組現金產生單位），即就內部管

理用途而言為監測商譽的最低水平，且

不大於經營分部。

獲分配商譽之現金產生單位（或多組現金

產生單位）於每年及於有跡象顯示單位可

能出現減值時更頻密地進行測試。就於

報告期間內因收購產生之商譽而言，獲

分配商譽之現金產生單位（或多組現金產

生單位）於報告期末前進行減值測試。倘

可收回金額少於其賬面值，則減值虧損

將首先分配以調低任何商譽賬面值，其

後根據該單位（或多組現金產生單位）內各

資產之賬面值按比例分配至其他資產。

– F-108 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Goodwill (continued)

On disposal of the relevant cash-generating unit or any of

the cash-generating unit within the group of cash-generating

units, the attributable amount of goodwill is included in the

determination of the amount of profit or loss on disposal.

When the Group disposes of an operation within the cash-

generating unit (or a cash-generating unit within a group of

cash-generating units), the amount of goodwill disposed of is

measured on the basis of the relative values of the operation

(or the cash-generating unit) disposed of and the portion of the

cash-generating unit (or the group of cash-generating units)

retained.

The Group’s policy for goodwill arising on the acquisition of

joint ventures and associates is described below.

Investments in associates and joint ventures

An associate is an entity over which the Group has significant

influence. Significant influence is the power to participate in

the financial and operating policy decisions of the investee but is

not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties

that have joint control of the arrangement have rights to

the net assets of the joint arrangement. Joint control is the

contractually agreed sharing of control of an arrangement,

which exists only when decisions about the relevant activities

require unanimous consent of the parties sharing control.

3. 主要會計政策（續）

商譽（續）

於出售相關現金產生單位或一組現金產

生單位中任何現金產生單位時，於釐定

出售之損益金額時計入商譽之應佔金

額。當本集團出售現金產生單位（或一組

現金產生單位中的現金產生單位）內的業

務時，所出售商譽金額按所出售業務（或

現金產生單位）與所保留現金單位（或一組

現金產生單位）部分的相對價值計量。

本集團有關因收購合營企業及聯營企業

產生之商譽之政策於下文說明。

於聯營公司及合營企業之投資

聯營公司是指對本集團具有重大影響力

的實體。重大影響是指對被投資方的財

務和經營政策有參與決策的權力，但並

不能夠控制或者與其他方一起共同控制

這些政策的制定。

合營企業指一項合營安排，對安排擁有

共同控制權之訂約方據此對合營安排之

淨資產擁有權利。共同控制權指按照合

約協定對一項安排所共有之控制權，僅

在相關活動必須獲得共同享有控制權之

各方一致同意方能決定時存在。

– F-109 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures (continued)

The results and assets and liabilities of associates and joint

ventures are incorporated in the consolidated financial

statements using the equity method of accounting. The

financial statements of associates and joint ventures used

for equity accounting purposes are prepared using uniform

accounting policies as those of the Group for like transactions

and events in similar circumstances. Under the equity method,

an investment in an associate and a joint venture is initially

recognised in the consolidated statement of financial position

at cost and adjusted thereafter to recognise the Group’s share

of the profit or loss and other comprehensive income of the

associate and joint venture. Changes in net assets of the

associate and joint venture other than profit or loss and other

comprehensive income are not accounted for unless such

changes resulted in changes in ownership interest held by the

Group. When the Group’s share of losses of an associate and

a joint venture equals or exceeds its interest in that associate

and joint venture (which includes any long-term interests

that, in substance, form part of the Group’s net investment

in the associate and joint venture), the Group discontinues

recognising its share of further losses. Additional losses are

recognised only to the extent that the Group has incurred legal

or constructive obligations or made payments on behalf of the

associate and joint venture.

3. 主要會計政策（續）

於聯營公司及合營企業之投資（續）

聯營公司及合營企業的業績及資產及負

債使用權益會計法納入綜合財務報表。

以權益會計法處理之聯營公司及合營企

業財務報表乃按與本集團就於類似情況

下之交易及事件所採用者相同之會計政

策編製。根據權益法，於一間聯營公司

及一間合營企業之投資初步按成本於綜

合財務狀況表內確認及其後進行調整，

以確認本集團應佔聯營公司及合營企業

的損益及其他全面收益。於該聯營公司

及合營企業的資產淨值（損益及其他全面

收益除外）變動不入賬，除非該等變動導

致本集團持有的擁有權變動。當本集團

分佔一間聯營公司及一間合營企業虧損

等於或超過其於該聯營公司及合營企業

的權益（包括實質構成本集團於聯營公司

及合營企業的投資淨額的一部分的任何

長期權益），本集團終止確認其分佔進一

步虧損。額外虧損僅於本集團已發生法

定或推定責任或代表該聯營公司及合營

企業作出付款。

– F-110 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures (continued)

An investment in an associate and a joint venture is

accounted for using the equity method from the date on

which the investee becomes an associate and joint venture.

On acquisition of the investment in an associate and a joint

venture, any excess of the cost of the investment over the

Group’s share of the net fair value of the identifiable assets

and liabilities of the investee is recognised as goodwill, which is

included within the carrying amount of the investment.

Any excess of the Group’s share of the net fair value of

the identifiable assets and liabilities over the cost of the

investment, after reassessment, is recognised immediately in

profit or loss in the period in which the investment is acquired.

The Group assesses whether there is an objective evidence

that the interest in an associate or a joint venture may be

impaired. When any objective evidence exists, the entire

carrying amount of the investment (including goodwill) is tested

for impairment in accordance with IAS 36 Impairment of Assets

as a single asset by comparing its recoverable amount (higher

of value in use and fair value less costs to sell) with its carrying

amount, any impairment loss recognised is not allocated to

any asset, including goodwill, that forms part of the carrying

amount of the investment. Any reversal of that impairment loss

is recognised in accordance with IAS 36 Impairment of Assets

to the extent that the recoverable amount of the investment

subsequently increases.

3. 主要會計政策（續）

於聯營公司及合營企業之投資（續）

於被投資方成為一間聯營公司及一間合

營企業當日，對聯營公司及合營企業之

投資採用權益法入賬。於收購一間聯營

公司及一間合營企業之投資時，投資成

本超過本集團分佔該被投資方可識別資

產及負債公平值淨額之任何部分乃確認

為商譽，並計入投資之賬面值。

本集團所佔可識別資產及負債於重新評

估後之公平值淨額超過投資成本之任何

差額，會於收購投資期間即時於損益確

認。

本集團評估是否具客觀證據證明於聯營

公司及合營企業之權益可能減值。倘若

存在任何客觀證據，作為單一資產透過

將其可收回金額（使用價值與公平值減出

售成本兩者之較高者）與其賬面值進行比

較，投資（包括商譽）的整個賬面值根據國

際會計準則第36號資產減值進行減值測

試，已確認任何減值虧損構成投資賬面

值一部分。減值虧損的任何撥回根據國

際會計準則第36號資產減值確認，以投

資可收回金額於其後增加者為限。

– F-111 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures (continued)

When the Group ceases to have significant influence over an

associate or joint control over a joint venture, it is accounted

for as a disposal of the entire interest in the investee with a

resulting gain or loss being recognised in profit or loss. When

the Group retains an interest in the former associate or joint

venture and the retained interest is a financial asset within the

scope of IFRS 9, the Group measures the retained interest

at fair value at that date and the fair value is regarded as its

fair value on initial recognition. The difference between the

carrying amount of the associate or joint venture at the date

the equity method was discontinued, and the fair value of any

retained interest and any proceeds from disposing the relevant

interest in the associate or joint venture is included in the

determination of the gain or loss on disposal of the associate

or joint venture. In addition, the Group accounts for all amounts

previously recognised in other comprehensive income in

relation to that associate or joint venture on the same basis as

would be required if that associate or joint venture had directly

disposed of the related assets or liabilities. Therefore, if a gain

or loss previously recognised in other comprehensive income

by that associate or joint venture would be reclassified to

profit or loss on the disposal of the related assets or liabilities,

the Group reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) upon disposal or partial

disposal of the relevant associate or joint venture.

The Group continues to use the equity method when an

investment in an associate becomes an investment in a

joint venture or an investment in a joint venture becomes an

investment in an associate. There is no remeasurement to fair

value upon such changes in ownership interests.

3. 主要會計政策（續）

於聯營公司及合營企業之投資（續）

倘本集團不再於聯營公司及合營企業擁

有重大影響力及共同控制權，則視作作

為出售被投資方的全部權益，所得收益

或虧損於損益確認。倘本集團於前聯營

公司及合營企業擁有權益而保留權益為

國際財務報告準則第9號範圍的金融資

產時，本集團於該日之公平值計量保留

權益，而公平值被視為初步確認之公平

值。終止使用權益法當日之聯營公司及

合營企業賬面值與任何保留權益公平值

之間的差額及來自出售聯營公司或合營

企業相關權益之任何所得款項已於釐定

出售聯營公司或合營企業收益或虧損時

計入。此外，本集團將先前在其他全面

收益就該聯營公司或合營企業確認之所

有金額入賬，基準與該聯營公司或合營

企業直接出售相關資產或負債的基準相

同。因此，倘該聯營公司及合營企業先

前已確認其他全面收益之損益，則會於

出售相關資產或負債時重新分類至損

益，於出售或部分出售相關聯營公司及

合營企業時，本集團將收益或虧損由權

益重新分類至損益（作為重新分類調整）。

當於聯營公司之投資成為於合資企業投

資或於合資企業之投資成為於聯營公司

之投資時，本集團將繼續使用權益法。

於此類所有權權益變動發生時，公平值

不會重新計量。

– F-112 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures (continued)

When a group entity transacts with an associate or a joint

venture, profits and losses resulting from the transactions

with the associate or joint venture are recognised in the

Group’s consolidated financial statements only to the extent of

interests in the associate or joint venture that are not related to

the Group.

Revenue from contracts with customers

The Group recognises revenue when (or as) a performance

obligation is satisfied, i.e. when “control” of the goods or

services underlying the particular performance obligation is

transferred to the customer.

A performance obligation represents a good or service (or

a bundle of goods or services) that is distinct or a series of

distinct goods or services that are substantially the same.

Control is transferred over time and revenue is recognised

over time by reference to the progress towards complete

satisfaction of the relevant performance obligation if one of the

following criteria is met:

• the customer simultaneously receives and consumes

the benefits provided by the Group’s performance as the

Group performs;

3. 主要會計政策（續）

於聯營公司及合營企業之投資（續）

當集團實體與聯營公司或合營企業進行

交易時，由此所產生之損益計入本集團

綜合財務報表，惟以聯營公司或合營企

業之利益不涉及本集團的程度為限。

客戶合同收入

當（或於）滿足履約義務時，本集團確認收

入，即於特定履約義務的相關商品或服

務的「控制權」轉讓予客戶時確認。

履約義務指不同的商品及服務（或一組商

品或服務）或不同的商品或大致相同的服

務。

控制權隨時間轉移，而倘滿足以下其中

一項標準，則收入乃參照完全滿足相關

履約義務的進展情況而隨時間確認。

• 隨本集團履約，客戶同時取得並耗

用本集團履約所提供的利益；

– F-113 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Revenue from contracts with customers (continued)

• the Group’s performance creates or enhances an asset

that the customer controls as the Group performs; or

• the Group’s performance does not create an asset with

an alternative use to the Group and the Group has an

enforceable right to payment for performance completed

to date.

Otherwise, revenue is recognised at a point in time when the

customer obtains control of the distinct good or service.

A contract asset represents the Group’s right to consideration

in exchange for goods or services that the Group has

transferred to a customer that is not yet unconditional. It

is assessed for impairment in accordance with IFRS 9. In

contrast, a receivable represents the Group’s unconditional

right to consideration, i.e. only the passage of time is required

before payment of that consideration is due.

A contract liability represents the Group’s obligation to transfer

goods or services to a customer for which the Group has

received consideration (or an amount of consideration is due)

from the customer.

A contract asset and a contract liability relating to the same

contract are accounted for and presented on a net basis.

3. 主要會計政策（續）

客戶合同收入（續）

• 本集團之履約創建或強化一項資

產，該資產於創建或強化之時即由

客戶控制；或

• 本集團的履約並未產生對本集團有

替代用途的資產，且本集團對迄今

已完成履約之款項具有可執行之權

利。

否則，收入於客戶獲得商品或服務控制

權的時間點確認。

合同資產指本集團就換取本集團已向客

戶轉讓的商品或服務而收取代價的權利

（尚未成為無條件），根據國際財務報告準

則第9號評估減值。相反，應收款指本集

團無條件收取代價的權利，即代價到期

付款前僅需時間推移。

合同義務指本集團因已向客戶收取代價

（或已到期收取代價），而須向客戶轉讓商

品或服務的責任。

與同一合同相關的合同資產及合同義務

按淨額基準入賬及呈列。

– F-114 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Revenue from contracts with customers (continued)

Over time revenue recognition: measurement of progress

towards complete satisfaction of a performance obligation

The progress towards complete satisfaction of a performance

obligation is measured based on input method, which is to

recognise revenue on the basis of the Group’s efforts or inputs

to the satisfaction of a performance obligation relative to the

total expected inputs to the satisfaction of that performance

obligation, that best depict the Group’s performance in

transferring control of goods or services.

Existence of significant financing component

In determining the transaction price, the Group adjusts the

promised amount of consideration for the effects of the time

value of money if the timing of payments agreed (either

explicitly or implicitly) provides the customer or the Group

with a significant benefit of financing the transfer of goods or

services to the customer. In those circumstances, the contract

contains a significant financing component. A significant

financing component may exist regardless of whether the

promise of financing is explicitly stated in the contract or

implied by the payment terms agreed to by the parties to the

contract.

For contracts where the period between payment and transfer

of the associated goods or services is less than one year,

the Group applies the practical expedient of not adjusting the

transaction price for any significant financing component.

3. 主要會計政策（續）

客戶合同收入（續）

按時間確認收入：計量完全達成履約責任的進度

完成達成履約責任的進度乃按輸入法計

量，即根據本集團為履行履約責任的付

出或輸入相比履行有關履約責任的預期

輸入總額而確認收益，其最能說明本集

團於轉讓貨品或服務控制權的表現。

存在重大融資部分

於釐定交易價格時，倘協定之付款時間

（不論以暗示或明示方式）為客戶或本集

團帶來向客戶轉移貨品或服務之重大融

資利益，則本集團就資金時間值的影響

而調整已承諾之代價金額。於該等情況

下，合同包含重大的融資部分。不論承

諾的融資是否明確列於合同或以訂約方

協定的付款條款的方式於合同暗示，重

大融資部分可能存在。

就相關貨品或服務的付款及轉移少於一

年期間的合同而言，本集團就重大融資

部分應用不調整交易價格的實際可行權

宜方法。

– F-115 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Revenue from contracts with customers (continued)

Incremental costs of obtaining a contract

Incremental costs of obtaining a contract are those costs that

the Group incurs to obtain a contract with a customer that it

would not have incurred if the contract had not been obtained.

The Group recognises such costs (agency commissions) as

an asset if it expects to recover these costs. The asset so

recognised is subsequently amortised to profit or loss on a

systematic basis that is consistent with the transfer to the

customer of the goods or services to which the assets relate.

Costs to fulfil a contract

The Group incurs costs to fulfil a contract in its construction

contracts. The Group first assesses whether these costs

qualify for recognition as an asset in terms of other relevant

Standards, failing which it recognises an asset for these costs

only if they meet all of the following criteria:

• the costs relate directly to a contract or to an anticipated

contract that the Group can specifically identify;

• the costs generate or enhance resources of the Group

that will be used in satisfying (or in continuing to satisfy)

performance obligations in the future; and

• the costs are expected to be recovered.

The asset so recognised is subsequently amortised to profit or

loss on a systematic basis that is consistent with the transfer

to the customer of the goods or services to which the assets

relate. The asset is subject to impairment review.

3. 主要會計政策（續）

客戶合同收入（續）

獲得合同的增量成本

獲得合同的增量成本指本集團與客戶訂

立合同產生之倘未獲得該合同則不會產

生的成本。

倘預期可收回有關成本（代理佣金），則本

集團確認該等成本為一項資產，隨後按

與向客戶轉讓有關該資產之貨品或服務

一致的系統基準於損益攤銷。

履行合同之成本

本集團於其建築合同中產生履行合同之

成本。本集團首先根據其他相關準則評

估該等成本是否合資格確認為資產，倘

不合資格，僅在符合以下全部標準後將

該等成本確認為資產：

• 有關成本與本集團可明確識別之合

同或預期訂立之合同有直接關係；

• 有關成本令本集團將用於履行（或

持續履行）日後履約責任之資源得

以產生或有所增加；及

• 有關成本預期可收回。

由此確認之資產其後按系統性基準（與向

客戶轉讓資產相關的貨品或服務一致）於

損益攤銷。該資產須進行減值審閱。

– F-116 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Leasing

Definition of a lease (upon application of IFRS 16 in

accordance with transitions in note 2)

A contract is, or contains, a lease if the contract conveys the

right to control the use of an identified asset for a period of

time in exchange for consideration.

For contracts entered into or modified or arising from business

combinations on or after the date of initial application, the

Group assesses whether a contract is or contains a lease

based on the definition under IFRS 16 at inception, modification

date or acquisition date, as appropriate. Such contract will not

be reassessed unless the terms and conditions of the contract

are subsequently changed.

The Group as a lessee (upon application of IFRS 16 in

accordance with transitions in note 2)

Allocation of consideration to components of a contract

For a contract that contains a lease component and one or

more additional lease or non-lease components, the Group

allocates the consideration in the contract to each lease

component on the basis of the relative stand-alone price of

the lease component and the aggregate stand-alone price of

the non-lease components, including contract for acquisition

of ownership interests of a property which includes both

leasehold land and non-lease building components, unless

such allocation cannot be made reliably.

As a practical expedient, leases with similar characteristics

are accounted on a portfolio basis when the Group reasonably

expects that the effects on the consolidated financial

statements would not differ materially from individual leases

within the portfolio.

3. 主要會計政策（續）

租賃

租賃的定義（於根據附註2之過渡應用國際財務報告準則第16號後）

倘合約為換取代價而給予在一段時間內

控制可識別資產使用的權利，則該合約

是租賃或包含租賃。

就於首次應用日期或之後訂立或修改的

合約而言，本集團根據國際財務報告準

則第16號的定義於初始、修改日期或收

購日期評估該合約是否為租賃或包含租

賃。除非合約的條款及條件其後出現變

動，否則有關合約將不予重新評估。

本集團作為承租人（於根據附註2之過渡應用國際財務報告準則第16號後）

將代價分配至合約組成部分

對於包含一項租賃組成部分及一項或多

項額外的租賃或非租賃組成部分的合

約，本集團根據租賃組成部分的相對單

獨價格及非租賃組成部分的單獨價格總

和將合約代價分配至各個租賃組成部

分，包括收購包含租賃土地及非租賃樓

宇部分之物業所有權權益之合約，惟有

關分配無法可靠地作出除外。

作為一項實際的權宜之計，當本集團合

理預期對簡明綜合財務報表的影響與投

資組合中的個別租賃並無重大差異時，

具有類似特徵的租賃按組合基准入賬。

– F-117 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Leasing (continued)

The Group as a lessee (upon application of IFRS 16 in

accordance with transitions in note 2) (continued)

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption

to leases of motor vehicles/machinery and equipment that have

a lease term of 12 months or less from the commencement

date and do not contain a purchase option. It also applies the

recognition exemption for lease of low-value assets. Lease

payments on short-term leases and leases of low-value assets

are recognised as expense on a straight-line basis or another

systematic basis over the lease term.

Right-of-use assets

The cost of right-of-use asset includes:

• the amount of the initial measurement of the lease

liability;

• a n y l e a s e p a y m e n t s m a d e a t o r b e f o r e t h e

commencement date, less any lease incentives received;

• any initial direct costs incurred by the Group; and

• an estimate of costs to be incurred by the Group

in dismantling and removing the underlying assets,

restoring the site on which it is located or restoring the

underlying asset to the condition required by the terms

and conditions of the lease.

3. 主要會計政策（續）

租賃（續）

本集團作為承租人（於根據附註2之過渡應用國際財務報告準則第16號後）（續）

短期租賃及低價值資產租賃

本集團將短期租賃確認豁免應用於汽

車╱機器及設備的租賃，有關租賃的租

期為自開始日期起12個月或以下並且不

包括購買選擇權。其亦將確認豁免應用

於低價值資產租賃。短期租賃的租賃租

金及低價值資產租賃在租期內按直線法

確認為支出。

使用權資產

使用權資產的成本包括：

• 租賃負債的初步計量金額；

• 於開始日期或之前作出的任何租賃

付款減任何已收取的租賃優惠；

• 本集團產生的任何初步直接成本；

及

• 本集團拆卸及移除相關資產、恢復

所在地點或將相關資產恢復至租約

條款及條件所規定狀態時產生的成

本估計。

– F-118 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Leasing (continued)

The Group as a lessee (upon application of IFRS 16 in

accordance with transitions in note 2) (continued)

Right-of-use assets (continued)

Right-of -use assets are measured at cost, less any

accumulated depreciation and impairment losses, and adjusted

for any remeasurement of lease liabilities.

Right-of-use assets in which the Group is reasonably certain

to obtain ownership of the underlying leased assets at the end

of the lease term are depreciated from commencement date

to the end of the useful life. Otherwise, right-of-use assets

are depreciated on a straight-line basis over the shorter of its

estimated useful life and the lease term.

When the Group obtains ownership of the underlying leased

assets at the end of the lease term, upon exercising purchase

options, the cost of the relevant right-of-use assets and the

related accumulated depreciation and impairment loss are

transferred to property, plant and equipment.

The Group presents right-of-use assets as a separate line item

on the consolidated statement of financial position

Refundable rental deposits

Refundable rental deposits paid are accounted under IFRS 9

and initially measured at fair value. Adjustments to fair value at

initial recognition are considered as additional lease payments

and included in the cost of right-of-use assets.

3. 主要會計政策（續）

租賃（續）

本集團作為承租人（於根據附註2之過渡應用國際財務報告準則第16號後）（續）

使用權資產（續）

使用權資產按成本減任何累計折舊及減

值虧損計量，並就任何重新計量租賃負

債作出調整。

就本集團於租期結束時合理確定獲取相

關租賃資產所有權的使用權資產而言，

有關使用權資產自開始日期起至使用年

期結束期間計提折舊。在其他情況下，

使用權資產按直線基準於其估計使用年

期及租期（以較短者為準）內計提折舊。

當本集團於租期末獲得相關租賃資產的

所有權時，於行使購買權後，相關使用

權資產的成本及相關累計折舊及減值虧

損會轉撥至物業、廠房及設備。

本集團在綜合財務狀況表中將使用權資

產作為單獨的項目呈列。

可退還租金按金

已支付可退還租金按金按國際財務報告

準則第9號入賬，並初步按公平值計量。

於初始確認時對公平值的調整被視為額

外租賃付款並計入使用權資產成本。

– F-119 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Leasing (continued)

The Group as a lessee (upon application of IFRS 16 in

accordance with transitions in note 2) (continued)

Lease liabilities

At the commencement date of a lease, the Group recognises

and measures the lease liability at the present value of

lease payments that are unpaid at that date. In calculating

the present value of lease payments, the Group uses the

incremental borrowing rate at the lease commencement

date if the interest rate implicit in the lease is not readily

determinable.

The lease payments include:

• fixed payments (including in-substance fixed payments)

less any lease incentives receivable;

• variable lease payments that depend on an index or a

rate, initially measured using the index or rate as at the

commencement date;

• amounts expected to be payable by the Group under

residual value guarantees;

• the exercise price of a purchase option if the Group is

reasonably certain to exercise the option; and

• payments of penalties for terminating a lease, if the lease

term reflects the Group exercising an option to terminate

the lease.

3. 主要會計政策（續）

租賃（續）

本集團作為承租人（於根據附註2之過渡應用國際財務報告準則第16號後）（續）

租賃負債

於租賃開始日期，本集團按該日未付的

租賃付款現值確認及計量租賃負債。於

計算租賃付款現值時，倘租賃隱含的利

率難以釐定，則本集團使用租賃開始日

期的增量借款利率計算。

租賃付款包括：

• 固定付款（包括實質固定付款）減任

何應收租賃獎勵；

• 基於指數或利率的可變租賃付款，

於開始日期初始使用指數或利率計

量；

• 剩餘價值擔保下的預期應付款項；

• 本集團合理確定行使的購買選擇權

的行使價；及

• 在租期反映本集團行使終止租賃選

擇權時，有關終止租賃的罰款。

– F-120 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Leasing (continued)

The Group as a lessee (upon application of IFRS 16 in

accordance with transitions in note 2) (continued)

Lease liabilities (continued)

After the commencement date, lease liabilities are adjusted by

interest accretion and lease payments.

The Group remeasures lease l iabi l it ies (and makes a

corresponding adjustment to the related right-of-use assets)

whenever:

• the lease term has changed or there is a change in

the assessment of exercise of a purchase option, in

which case the related lease liability is remeasured by

discounting the revised lease payments using a revised

discount rate at the date of reassessment.

• the lease payments change due to changes in market

rental rates following a market rent review in which cases

the related lease liability is remeasured by discounting

the revised lease payments using the initial discount rate.

The Group presents lease liabilities as a separate line item on

the consolidated statement of financial position.

3. 主要會計政策（續）

租賃（續）

本集團作為承租人（於根據附註2之過渡應用國際財務報告準則第16號後）（續）

租賃負債（續）

租賃期開始日之後，租賃負債通過利息

增加和租賃付款額進行調整。

如果符合下述兩種情況之一，本集團對

租賃負債進行重新計量（並對相關使用權

資產進行相應調整）：

• 租賃期發生變化或對行使購買選擇

權的評估發生變化，在此情況下，

使用重新評估日修改後的折現率對

修正後的租賃付款額進行折現重新

計量相關的租賃負債。

• 租賃付款因市場租金審查後的市場

租金變化而變化，在此情況下，使

用初始折現率對修正後的租賃付款

額進行折現來重新計量相關的租賃

負債。

本集團在綜合財務狀況表中將租賃負債

作為單獨的項目呈列。

– F-121 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Leasing (continued)

The Group as a lessee (upon application of IFRS 16 in

accordance with transitions in note 2) (continued)

Lease modifications

The Group accounts for a lease modification as a separate

lease if:

• the modification increases the scope of the lease by

adding the right to use one or more underlying assets;

and

• the consideration for the leases increases by an amount

commensurate with the stand-alone price for the

increase in scope and any appropriate adjustments to

that stand-alone price to reflect the circumstances of the

particular contract.

For a lease modification that is not accounted for as a separate

lease, the Group remeasures the lease liability based on the

lease term of the modified lease by discounting the revised

lease payments using a revised discount rate at the effective

date of the modification.

The Group accounts for the remeasurement of lease liabilities

by making corresponding adjustments to the relevant right-

of-use asset. When the modified contract contains a lease

component and one or more additional lease or non-lease

components, the Group allocates the consideration in the

modified contract to each lease component on the basis of

the relative stand-alone price of the lease component and the

aggregate stand-alone price of the non-lease components.

3. 主要會計政策（續）

租賃（續）

本集團作為承租人（於根據附註2之過渡應用國際財務報告準則第16號後）（續）

租賃的修改

倘出現以下情況，本集團將租賃的修改

作為一項單獨的租賃進行入賬：

• 該項修改通過增加使用一項或多項

相關資產的權利擴大了租賃範圍；

及

• 調增租賃的代價，增加的金額相當

於範圍擴大對應的單獨價格，加上

按照特定合約的實際情況對單獨價

格進行的任何適當調整。

就未作為一項單獨租賃入賬的租賃修改

而言，本集團基於透過使用修改生效日

期的經修訂貼現率貼現經修訂租賃付款

的經修改租賃的租期重新計量租賃負

債。

本集團通過對相關使用權資產進行相應

調整，對出租人的租賃負債的重新計量

進行會計處理。當修改後的合同包含租

賃組成部分和一個或多個其他租賃或非

租賃組成部分時，本集團會根據租賃組

成部分的相對獨立價格及非租賃組成部

分的總獨立價格將修改後的合同中的對

價分配至每個租賃組成部分。

– F-122 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Leasing (continued)

The Group as a lessee (prior to 1 January 2019)

Leases are classified as finance leases whenever the terms

of the lease transfer substantially all the risks and rewards

of ownership to the lessee. All other leases are classified as

operating leases.

Assets held under finance leases are recognised as assets of

the Group at their fair value at the inception of the lease or, if

lower, at the present value of the minimum lease payments.

The corresponding liability to the lessor is included in the

consolidated statement of financial position as a finance lease

obligation.

Lease payments are apportioned between finance expenses

and reduction of the lease obligation so as to achieve a

constant rate of interest on the remaining balance of the

liability. Finance expenses are recognised immediately in profit

or loss, unless they are directly attributable to qualifying assets,

in which case they are capitalised in accordance with the

Group’s general policy on borrowing costs (see the accounting

policy below).

Operating lease payments, including the cost of acquiring land

held under operating leases, are recognised as an expense on

a straight-line basis over the lease term.

3. 主要會計政策（續）

租賃（續）

本集團作為承租人（二零一九年一月一日之前）

凡租賃條款將擁有權的絕大部份風險及

回報轉移至承租人的租賃均會分類為融

資租賃。所有其他租賃則分類為經營租

賃。

根據融資租賃持有之資產乃按其租賃開

始時之公平值或（如屬較低者）按最低租賃

付款之現值確認為本集團之資產。對出

租人之相應負債乃作為融資租賃承擔計

入綜合財務報表。

租賃付款乃於融資開支與租賃責任扣減

之間分配，以達致有關負債之餘下結餘

的固定利率。融資開支乃立即於損益內

確認，除非其乃直接歸因於合資格資

產，而於該情況下，該等開支乃根據本

集團有關借款成本之一般政策（見下文會

計政策）予以資本化。

經營租賃付款（包括根據融資租賃持有收

購土地的成本）以直線法在租賃期限確

認。

– F-123 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Leasing (continued)

The Group as a lessor

Classification and measurement of leases

Leases for which the Group is a lessor are classified as

operating leases. Whenever the terms of the lease transfer

substantially all the risks and rewards incidental to ownership

of an underlying asset to the lessee, the contract is classified

as a finance lease. All other leases are classified as operating

leases.

Amounts due from lessees under f inance leases are

recognised as receivables at commencement date at amounts

equal to net investments in the leases, measured using the

interest rate implicit in the respective leases. Initial direct costs

(other than those incurred by manufacturer or dealer lessors)

are included in the initial measurement of the net investments

in the leases. Interest income is allocated to accounting

periods so as to reflect a constant periodic rate of return on the

Group’s net investment outstanding in respect of the leases.

3. 主要會計政策（續）

租賃（續）

本集團作為出租人

租賃的分類及計量

本集團作為出租人的租賃分類為融資租

賃或經營租賃。當租賃的條款實質上將

與相關資產所有權相關的所有風險及報

酬轉讓給承租人時，該項合同被歸類為

融資租賃。所有其他租賃應歸類為經營

租賃。

根據融資租賃應收承租人的款項於開始

日期確認為應收款項，其金額等於租賃

淨投資，並使用各個租賃中隱含的利率

計量。初始直接成本（製造商或經銷商承

租人所產生之成本除外）包括在租賃淨投

資的初始計量中。利息收入被分配至會

計期間，以反映本集團有關租賃的未償

還淨投資的固定定期收益率。

– F-124 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Leasing (continued)

The Group as a lessor (continued)

Classification and measurement of leases (continued)

Rental income from operating leases is recognised in profit

or loss on a straight-line basis over the term of the relevant

lease. Initial direct costs incurred in negotiating and arranging

an operating lease are added to the carrying amount of the

leased asset, and such costs are recognised as an expense on

a straight-line basis over the lease term except for investment

properties measured under fair value model.

Interest and rental income which are derived from the Group’s

ordinary course of business are presented as revenue.

The Group as a lessor (upon application of IFRS 16 in

accordance with transitions in note 2)

Allocation of consideration to components of a contract

When a contract includes both leases and non-lease

components, the Group appl ies IFRS 15 to a l locate

consideration in a contract to lease and non-lease components.

Non-lease components are separated from lease component

on the basis of their relative stand-alone selling prices.

Refundable rental deposits

Refundable rental deposits received are accounted under

IFRS 9 and initially measured at fair value. Adjustments to fair

value at initial recognition are considered as additional lease

payments from lessees.

3. 主要會計政策（續）

租賃（續）

本集團作為出租人（續）

租賃的分類及計量（續）

經營租賃租金收入以有關租約期限以直

線法確認損益。於經營租賃的磋商及安

排中產生的初始直接成本計入租賃資產

的賬面值，且有關成本於租賃期內按直

線法確認為開支，惟按公平值模式計量

之投資物業除外。

來自本集團一般業務過程中的利息及租

金呈列為收入。

本集團作為出租人（於根據附註2之過渡應用國際財務報告準則第16號後）

將代價分配至合約組成部分

當合約包含租賃及非租賃組成部分時，

本集團應用國際財務報告準則第15號將

合約中的代價分配至租賃組成部分及非

租賃組成部分。非租賃組成部分乃以相

對獨立售價基準與租賃組成部分區分開

來。

可退回租賃按金

已收可退回租賃按金乃根據國際財務報

告準則第9號入賬，初步按公平值計量。

於初始確認時對公平值作出的調整被視

為來自承租人的額外租賃付款。

– F-125 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Leasing (continued)

The Group as a lessor (upon application of IFRS 16 in

accordance with transitions in note 2) (continued)

Lease modification

The Group accounts for a modification to an operating lease

as a new lease from the effective date of the modification,

considering any prepaid or accrued lease payments relating to

the original lease as part of the lease payments for the new

lease.

The Group as a lessor (prior to 1 January 2019)

Rental income from operating leases is recognised in profit or

loss on a straight-line basis over the term of the relevant lease.

Initial direct costs incurred in negotiating and arranging an

operating lease are added to the carrying amount of the leased

asset.

3. 主要會計政策（續）

租賃（續）

本集團作為出租人（於根據附註2之過渡應用國際財務報告準則第16號後）（續）

租賃修訂

本集團將修訂經營租賃視為自修訂生效

日期起計的新租賃，並考慮與原租賃相

關的任何預付或應計租賃付款，作為新

租賃的部分租賃付款。

本集團作為出租人（於二零一九年一月一日之前）

經營租賃租金收入以有關租約期限以直

線法確認損益。於經營租賃的磋商及安

排中產生的初始直接成本計入租賃資產

的賬面值。

– F-126 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Foreign currencies

In preparing the financial statements of each individual group

entity, transactions in currencies other than the functional

currency of that entity (foreign currencies) are recognised

at the rates of exchanges prevailing on the dates of the

transactions. At the end of the reporting period, monetary

items denominated in foreign currencies are retranslated at

the rates prevailing at that date. Non-monetary items carried

at fair value that are denominated in foreign currencies are

retranslated at the rates prevailing on the date when the fair

value was determined. Non-monetary items that are measured

in terms of historical cost in a foreign currency are not

retranslated.

Exchange differences arising on the settlement of monetary

items, and on the retranslation of monetary items, are

recognised in profit or loss in the period in which they arise,

except for exchange differences on monetary items receivable

from or payable to a foreign operation for which settlement is

neither planned nor likely to occur (therefore forming part of the

net investment in the foreign operation), which are recognised

initially in other comprehensive income and reclassified from

equity to profit or loss on disposal or partial disposal of the

Group’s interests in associates or joint ventures.

For the purposes of presenting these consolidated financial

statements, the assets and liabilities of the Group’s foreign

operations are translated into presentation currency (i.e.

RMB) using exchange rates prevailing at the end of each

reporting period. Income and expense items are translated at

the average exchange rates for the period, unless exchange

rates fluctuate significantly during that period, in which case

the exchange rates at the dates of the transactions are used.

Exchange differences arising, if any, are recognised in other

comprehensive income and accumulated in equity under the

heading of translation reserve (and attributed to non-controlling

interests as appropriate).

3. 主要會計政策（續）

外幣

在編製各個別集團實體的財務報表時，

以該實體的功能貨幣以外的貨幣（外幣）

結算的交易乃按交易當日的匯率確認。

於報告期末，以外幣列值的貨幣項目按

該日當時的匯率重新換算。以外幣列值

並按公平值入賬的非貨幣項目則按釐定

公平值當日的匯率重新換算。按歷史成

本以外幣計量的非貨幣項目不作重新換

算。

因貨幣項目結算及貨幣項目重新換算產

生之匯兌差額，於產生期間於損益確

認，惟應收或應付海外業務之貨幣項目

之匯兌差額除外，而其既無計劃結算或

不大可能結算（因此構成海外業務淨投資

之一部分），並初步於其他全面收益內確

認，而因本集團於聯營公司或合營企業

的權益出售或部分出售時自權益中重新

分類至損益中。

就列報本綜合財務報表而言，本集團海

外業務的資產及負債換算為呈列貨幣（即

人民幣）（採用各報告期末的通行匯率）。

收入及開支項目按期內平均匯率換算，

惟匯率於該期間大幅波動則除外，在此

情況下採用於交易日期之匯率。產生的

匯兌差額（如有）於其他全面收益內確認，

並於換算儲備項下的權益內累計（及在適

當情況下歸類為非控股權益）。

– F-127 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Foreign currencies (continued)

On the disposal of a foreign operation (i.e. a disposal of the

Group’s entire interest in a foreign operation, or a disposal

involving loss of control over a subsidiary that includes a

foreign operation, or a partial disposal of an interest in an

associate or joint arrangement that includes a foreign operation

of which the retained interest becomes a financial asset), all of

the exchange differences accumulated in equity in respect of

that operation attributable to the owners of the Company are

reclassified to profit or loss.

In addition, in relation to a partial disposal of a subsidiary that

includes a foreign operation that does not result in the Group

losing control over the subsidiary, the proportionate share of

accumulated exchange differences are re-attributed to non-

controlling interests and are not recognised in profit or loss.

For all other partial disposals (i.e. partial disposals of associate

or joint arrangements that do not result in the Group losing

significant influence or joint control), the proportionate share of

the accumulated exchange differences is reclassified to profit

or loss.

Borrowing costs

Borrowing costs directly attributable to the acquisition,

construction or production of qualifying assets, which are

assets that necessarily take a substantial period of time to get

ready for their intended use or sale, are added to the cost of

those assets until such time as the assets are substantially

ready for their intended use or sale. For properties under

development for which revenue is recognised over time, the

Group ceases to capitalise borrowing costs as soon as the

properties are ready for the Group’s intended sale.

3. 主要會計政策（續）

外幣（續）

出售海外業務時（即出售本集團海外業務

之全部權益，或涉及失去對海外業務中

的附屬公司控制權的出售或部分出售含

海外業務的聯營公司或聯合安排（所保留

的權益成為金融資產）），就本公司擁有人

應佔該業務而累計入權益之所有匯兌差

額，會重新分類至損益。

此外，就部分出售含海外業務的附屬公

司並未導致本集團失去該附屬公司之控

制權而言，按此比例將累計匯兌差異重

新歸屬予非控股權益，而並不於損益內

確認。對於所有其他部分出售（即部分出

售聯營公司或聯合安排，而並無造成本

集團失去重大影響力或共同控制權），

按此比例將累計匯兌差異重新分類至損

益。

借款成本

與收購、建築或生產合資格資產（即需長

時間準備以達致其擬定用途或可供出售

的資產）直接相關的借款成本將計入該等

資產的成本中，直至有關資產大致可供

用作擬定用途或出售為止。就於一段時

間內確認收入之在建物業而言，本集團

於物業可供用作本集團擬定出售時立即

資本化借款成本。

– F-128 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Borrowing costs (continued)

Effective 1 January 2019, any specific borrowing that remain

outstanding after the related asset is ready for its intended use

or sale is included in the general borrowing pool for calculation

of capitalisation rate on general borrowings. Investment

income earned on the temporary investment of specific

borrowing pending their expenditure on qualifying assets is

deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the

period in which they are incurred.

Government grants

Government grants are not recognised until there is reasonable

assurance that the Group will comply with the conditions

attaching to them and that the grants will be received.

Government grants that are receivable as compensation for

expenses or losses already incurred or for the purpose of

giving immediate financial support to the Group with no future

related costs are recognised in profit or loss in the period in

which they become receivable.

Employee Benefits

Retirement benefit costs

Payments to defined contribution retirement benefit plans and

stated-managed retirement benefit schemes are recognised as

an expense when employees have rendered service entitling

them to the contributions.

3. 主要會計政策（續）

借款成本（續）

自二零一九年一月一日起，如果在相關

資產達到擬定用途或出售狀態後，仍未

償還的任何特定借款將計入一般借款總

額以計算一般借款的資本化率。從符合

資本化條件的借款成本中扣除待支付合

格資產前的特定借款的臨時投資所賺取

的投資收入。

所有其他借款成本均於其產生期間於損

益內確認。

政府補助

政府補助於可合理確保本集團將符合補

助所附帶之條件並將於收到該等補助時

方可確認。

作為已產生支出或虧損之補償而應收取

或為給予本集團即時財務支持而無日後

相關成本之政府補助於其應收取期間在

損益中確認。

僱員福利

退休福利成本

定額供款退休福利計劃及國營退休福利

計劃的供款乃於僱員就其提供服務可享

有供款時列為開支。

– F-129 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Employee Benefits (continued)

Short-term employee benefits

Short-term employee benefits are recognised at the

undiscounted amount of the benefits expected to be paid

as and when employees rendered the services. All short-

term employee benefits are recognised as an expense unless

another IFRS requires or permits the inclusion of the benefit in

the cost of an asset.

A liability is recognised for benefits accruing to employees

(such as wages and salaries, annual leave and sick leave) after

deducting any amount already paid.

Share-based payments arrangement

Equity-settled share-based payment transactions

Share options granted to employees

Equity-settled share-based payments to employees and others

providing similar services are measured at the fair value of

the equity instruments at the grant date. Details regarding the

determination of the fair value of equity-settled share-based

transactions are set out in note 56 to the Group’s consolidated

financial statements.

The fair value of the equity-settled payments determined at

the grant date without taking into consideration all non-market

vesting conditions is expensed on a straight-line basis over

the vesting period, based on the Group’s estimate of equity

instruments that will eventually vest, with a corresponding

increase in equity (share option reserve).

3. 主要會計政策（續）

僱員福利（續）

短期僱員福利

短期僱員福利均按預期將於僱員提供服

務時支付之未折現福利金額確認。除非

另一項國際財務報告準則規定或准許將

福利計入資產成本中，否則所有短期僱

員福利均確認為開支。

僱員應計福利（如工資及薪金、年假及病

假）經扣除任何已付金額後確認為負債。

以股份為基礎支付的安排

股本結算以股份為基礎支付的交易

授予僱員的購股權

股本結算以股份為基礎之付款予僱員及

提供同類服務的其他人士按股本工具於

授出日期的公平值計量。有關股權結算

以股份為基礎之付款交易公平值之釐定

詳情載於本集團綜合財務報表附註56。

股本結算以股份為基礎之付款於授出日

期釐定的公平值（不計及所有非市場歸屬

條件）基於本集團對最終歸屬之股本工具

的估計按直線法於歸屬期支銷，而相應

增加計入權益（購股權儲備）內。

– F-130 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Share-based payments arrangement (continued)

Equity-settled share-based payment transactions

(continued)

Share options granted to employees (continued)

At the end of the reporting period, the Group revises its

estimate of the number of equity instruments expected to vest

based on the assessment of all relevant non-market vesting

conditions. The impact of the revision of the original estimates,

if any, is recognised in profit or loss such that the cumulative

expense reflects the revised estimate, with a corresponding

adjustment to share option reserve.

When the share options are exercised, the amount previously

recognised in share option reserve will be transferred to share

premium. When the share options are forfeited after the

vesting date or are still not exercised at the expiry date, the

amount previously recognised in share option reserve will be

transferred to retained profits.

Taxation

Income tax expense represents the sum of the tax currently

payable and deferred tax.

The tax currently payable is based on taxable profit for the

year. Taxable profit differs from profit before tax because of

income or expense that are taxable or deductible in other years

and items that are never taxable or deductible. The Group’s

liability for current tax is calculated using tax rates that have

been enacted by the end of the reporting period.

3. 主要會計政策（續）

以股份為基礎支付的安排（續）

股本結算以股份為基礎支付的交易（續）

授予僱員的購股權（續）

於報告期末，本集團根據所有相關非市

場歸屬條件修訂其對預期最終歸屬股本

工具數目之估計。修訂初始估計數字的

影響（如有）在損益中確認，使累計開支得

以反映已修訂之估計數字，並對購股權

儲備作出相應調整。

購股權獲行使時，先前於購股權儲備中

確認之數額將轉撥至股份溢價。當購股

權於歸屬日期後被收回或於屆滿日仍未

獲行使，先前於購股權儲備中確認之數

額將轉撥至保留溢利。

稅項

所得稅開支為即期應付稅項及遞延稅項

的總額。

即期應付稅項是根據年內度應課稅溢利

計算。應課稅溢利與除稅前溢利有別，

原因是其他年度的應課稅收入項目或可

扣稅開支，及毋須課稅或不可扣稅的項

目。本集團的即期稅項負債乃按在報告

期末已頒佈的稅率計算。

– F-131 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Taxation (continued)

Deferred tax is recognised on temporary differences

between the carrying amounts of assets and liabilities in the

consolidated financial statements and the corresponding tax

base used in the computation of taxable profit. Deferred tax

liabilities are generally recognised for all taxable temporary

differences. Deferred tax assets are generally recognised

for all deductible temporary difference to the extent that it is

probable that taxable profits will be available against which

those deductible temporary differences can be utilised.

Such assets and liabilities are not recognised if the temporary

difference arises from goodwill or from the initial recognition

(other than in a business combination) of other assets and

liabilities in a transaction that affects neither the taxable profit

nor the accounting profit. In addition, deferred tax liabilities

are not recognised if the temporary difference arises from the

initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary

differences arising on investments in subsidiaries and interests

in associates and joint ventures, except where the Group is

able to control the reversal of the temporary difference and it is

probable that the temporary difference will not reverse in the

foreseeable future. Deferred tax assets arising from deductible

temporary differences associated with such investments and

interests are only recognised to the extent that it is probable

that there will be sufficient taxable profits against which to

utilise the benefits of the temporary differences and they are

expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the

end of the reporting period and reduced to the extent that

it is no longer probable that sufficient taxable profits will be

available to allow all or part of the asset to be recovered.

3. 主要會計政策（續）

稅項（續）

資產及負債在綜合財務報表的賬面值與

計算應課稅溢利所用的相應稅基兩者間

的臨時差額確認為遞延稅項。遞延稅項

負債一般就所有應課稅臨時差額確認，

而遞延稅項資產一般於可能有應課稅溢

利抵銷該等可扣稅臨時差額時就所有可

扣除臨時差額確認。

倘若臨時差額來自商譽或因首次確認不

影響應課稅溢利或會計溢利的交易中的

其他資產與負債（業務合併除外），則不會

確認有關遞延稅項資產及負債。此外，

倘臨時差額因商譽初次確認發生，則不

會確認遞延稅項負債。

遞延稅項負債就於附屬公司之投資及於

聯營公司及合營企業之權益所產生應課

稅臨時差額予以確認，除非本集團有能

力控制臨時差額之撥回，而臨時差額很

可能不會於可見將來撥回。可扣減臨時

差額產生的遞延稅項資產（與該等投資及

權益有關）僅於可能將有足夠應課稅溢利

可用來抵銷動用臨時差額的利益而且該

等利益於可見將來可撥回的情況下方予

以確認。

遞延稅項資產的賬面值於報告期末作檢

討，並在不大可能有足夠應課稅溢利以

收回全部或部分資產時作調減。

– F-132 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Taxation (continued)

Deferred tax assets and liabilities are measured at the tax

rates that are expected to apply in the period when the liability

is settled or the asset is realised, based on tax rates (and tax

laws) that have been enacted or substantively enacted by the

end of the reporting period.

The measurement of deferred tax liabilities and assets reflects

the tax consequences that would follow from the manner in

which the Group expects, at the end of the reporting period,

to recover or settle the carrying amount of its assets and

liabilities.

For the purposes of measuring deferred tax for investment

properties that are measured using the fair value model, the

carrying amounts of such properties are presumed to be

recovered entirely through sale, unless the presumption is

rebutted. The presumption is rebutted when the investment

property is depreciable and is held within a business model

whose objective is to consume substantially all of the

economic benefits embodied in the investment property over

time, rather than through sale. If the presumption is rebutted,

deferred tax liabilities and deferred tax assets for such

investment properties are measured in accordance with the

above general principles set out in IAS 12 Income Taxes (i.e.

based on the expected manner as to how the properties will

be recovered).

For the purposes of measuring deferred tax for leasing

transactions in which the Group recognises the right-of-

use assets and the related lease liabilities, the Group first

determines whether the tax deductions are attributable to the

right-of-use assets or the lease liabilities.

3. 主要會計政策（續）

稅項（續）

遞延稅項資產及負債乃按照於報告期末

已實施或大致實施之稅率（及稅法），按預

期於負債清償或資產變現期間適用的稅

率計算。

遞延稅項負債及資產的計量反映出於報

告期末將依循本集團所預計以收回或清

償其資產及負債賬面金額的方式的稅務

後果。

就計量遞延稅項而言，利用公平值模型

計量的投資物業之賬面值乃假設通過銷

售全數收回，除非該假設被推翻則除

外。當投資物業可予折舊及於業務模式

（其業務目標是隨時間而非透過銷售消耗

投資物業所包含的絕大部分經濟利益）內

持有時，有關假設會被推翻。倘有關假

設被推翻，則上述投資物業的遞延稅項

負債及遞延稅項資產根據國際會計準則

第12號所得稅所載的上述一般原則計量

（即根據將如何收回有關物業的預期方

式）。

就計量本集團確認使用權資產及相關租

賃負債的租賃交易的遞延稅項而言，本

集團首先確定減稅是否歸屬於使用權資

產或租賃負債。

– F-133 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Taxation (continued)

For leasing transactions in which the tax deductions are

attributable to the lease liabilities, the Group applies IAS

12 Income Taxes requirements to right-of-use assets and

lease liabilities separately. Temporary differences on initial

recognition of the relevant right-of-use assets and lease

liabilities are not recognised due to application of the initial

recognition exemption. Temporary difference arising from

subsequent revisions to the carrying amounts of the right-of-

use assets and lease liabilities resulting from remeasurement

of the lease liabilities and lease modifications that are not

subject to the initial recognition exemption are recognised on

the date of remeasurement or modification.

Deferred tax assets and liabilities are offset when there

is a legally enforceable right to set off current tax assets

against current tax liabilities and when they relate to income

taxes levied to the same taxable entity by the same taxation

authority.

Current and deferred tax are recognised in profit or loss,

except when it relates to items that are recognised in other

comprehensive income or directly in equity, in which case,

the current and deferred tax are also recognised in other

comprehensive income or directly in equity respectively.

Where current tax or deferred tax arises from the initial

accounting for a business combination, the tax effect is

included in the accounting for the business combination.

In assessing any uncertainty over income tax treatments,

the Group considers whether it is probable that the relevant

tax authority will accept the uncertain tax treatment used, or

proposed to be use by individual group entities in their income

tax filings. If it is probable, the current and deferred taxes

are determined consistently with the tax treatment in the

income tax filings. If it is not probable that the relevant taxation

authority will accept an uncertain tax treatment, the effect of

each uncertainty is reflected by using either the most likely

amount or the expected value.

3. 主要會計政策（續）

稅項（續）

就租賃負債應佔稅項扣減的租賃交易而

言，本集團分別對使用權資產及租賃負

債應用國際會計準則第12號所得稅的規

定。由於應用首次確認豁免，不會確認

於首次確認使用權資產與租賃負債的相

關暫時差額。由重新計量租賃負債及毋

須初步確認豁免的租賃修訂，導致的使

用權資產及租賃負債賬面值後續修訂產

生的暫時差額於重新計量或修訂日期確

認。

在有法定可強制執行權利把即期稅項資

產與即期稅項負債進行抵銷時及在彼等

與同一稅務機關所徵收的所得稅有關

時，遞延稅項資產及負債便可相互抵

銷。

即期稅項及遞延稅項於損益內確認，除

非即期稅項及遞延稅項與於其他全面收

益或直接於權益確認的項目相關，在該

情況下，即期稅項及遞延稅項亦須分別

於其他全面收益或直接於權益確認。倘

因業務合併的初步會計方法而產生即期

或遞延稅項，有關稅務影響會計入業務

合併的會計方法內。

於評估所得稅處理之任何不確定性時，

本集團會考慮相關稅務機構是否有可能

接受個別集團實體在彼等各自之所得稅

申報中使用或擬使用的不確定稅務處

理。倘有此可能，則當期及遞延稅項一

貫採用所得稅申報之稅務處理方式釐

定。倘有關稅務機關不可能接受不確定

稅務處理，則採用最可能的金額或預期

價值反映各項不確定性的影響。

– F-134 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Property, plant and equipment

Property, plant and equipment including leasehold land and

buildings held for use in the production or supply of goods

or services, or for administrative purposes (other than

properties under construction as described below) are stated

in the consolidated statement of financial position at cost

less subsequent accumulated depreciation and accumulated

impairment losses, if any.

Properties in the course of construction for production,

supply or administrative purposes are carried at cost, less any

recognised impairment loss. Costs include any costs directly

attributable to bringing the asset to the location and condition

necessary for it to be capable of operating in the manner

intended by management and, for qualifying assets, borrowing

costs capitalised in accordance with the Group’s accounting

policy. Depreciation of these assets, on the same basis as

other property assets, commences when the assets are ready

for their intended use.

Ownership interests in leasehold land and building

When the Group makes payments for ownership interests of

properties which includes both leasehold land and building

elements, the entire consideration is allocated between the

leasehold land and the building elements in proportion to the

relative fair values at initial recognition.

To the extent the allocation of the relevant payments can be

made reliably, interest in leasehold land is presented as “right-

of-use assets” (upon application of IFRS 16) or prepaid lease

payments (before application of IFRS 16) in the consolidated

statement of financial position except for those that are

classified and accounted for as investment properties under

the fair value model. When the consideration cannot be

allocated reliably between non-lease building element and

undivided interest in the underlying leasehold land, the entire

properties are classified as property, plant and equipment.

3. 主要會計政策（續）

物業、廠房及設備

物業、廠房及設備（包括用於生產或供應

貨物或服務或行政目的而持有之租賃土

地及樓宇）（下述在建物業除外）乃於綜合

財務狀況表按成本減其後累計折舊及累

計減值虧損（如有）列賬。

用作生產、供應或行政目的之建設中物

業按成本減任何已確認減值虧損列賬。

成本包括使資產達到能夠按照管理層擬

定的方式開展經營所必要的位置及條件

而直接產生的任何成本及就合資格資產

而言，借款成本根據本集團的會計政策

進行資本化。當資產準備用作擬定用途

時，該等資產按與其他物業資產相同的

基準開始折舊。

於租賃土地及樓宇的所有權權益

當本集團就於物業的所有權權益（包括租

賃土地及樓宇成分）付款時，全部代價於

租賃土地及樓宇成分之間按初始確認時

的相對公平值的比例分配。

在相關付款可作可靠分配的情況下，租

賃土地權益於簡明綜合財務狀況表中呈

列為「使用權資產」（應用國際財務報告準

則第16號後）或「預付租賃付款」（應用國

際財務報告準則第16號前），惟按公平值

模式分類及入賬為投資物業者除外。當

代價無法在相關租賃土地的非租賃樓宇

成分及未分割權益之間可靠分配時，整

項物業分類為物業、廠房及設備。

– F-135 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Property, plant and equipment (continued)

Ownership interests in leasehold land and building

(continued)

Depreciation is recognised so as to write off the cost of assets

(other than properties under construction) less their residual

values over their estimated useful lives, using the straight-

line method. The estimated useful lives, residual values and

depreciation method are reviewed at each reporting period,

with the effect of any changes in estimate accounted for on a

prospective basis.

An item of property, plant and equipment is derecognised upon

disposal or when no future economic benefits are expected

to arise from the continued use of the asset. Any gain or loss

arising on the disposal or retirement of an item of property,

plant and equipment is determined as the difference between

the sales proceeds and the carrying amount of the asset and is

recognised in profit or loss.

Investment properties

Investment properties are properties and/or land held to earn

rentals and/or for capital appreciation (including properties

under construction for such purpose).

Effective 1 January 2019, investment properties also include

leased properties which are being recognised as right-of-use

assets upon application of IFRS 16 and subleased by the Group

under operating leases.

Investment properties are initially measured at cost, including

directly attributable expenditure. Subsequent to initial

recognition, investment properties are measured at their fair

values, adjusted to exclude any prepaid or accrued operating

lease income. Gains or losses arising from changes in the fair

value of investment properties are included in profit or loss for

the period in which they arise.

3. 主要會計政策（續）

物業、廠房及設備（續）

於租賃土地及樓宇的所有權權益（續）

折舊乃以直線法在資產（在建物業除外）之估計可使用年期內撇銷其成本減其剩餘價值後確認。估計可使用年期、剩餘價值及折舊方法於報告期末檢討，以使任何估計變動之影響可按預期基準列賬。

物業、廠房及設備項目待出售後或當並無未來經濟利益預期自資產之持續使用中產生時終止確認。物業、廠房及設備出售或報廢產生之任何損益是指出售所得款項淨額與該資產賬面值之間的差額並於損益確認。

投資物業

投資物業乃持有作產生租金收入及╱或資本增值之物業及╱或土地（包括就此目的之建設中物業）。

自二零一九年一月一日起，投資物業亦包括於應用國際財務報告準則第16號後確認為使用權資產的租賃物業並由本集團根據經營租約轉租。

投資物業最初乃按成本（包括直接應佔開支）初步計量。於初次確認後，投資物業按彼等之公平值計量，並作出調整以扣除任何預付或應計經營租賃收入。因投資物業之公平值變動而產生之收益或虧損於變動產生期間計入損益。

– F-136 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Investment properties (continued)

Construction costs incurred for investment properties under

construction are capitalised as part of the carrying amount of

the investment properties under construction.

The Group transfers a property for sales to investment

property when there is a change in use to hold the property to

earn rentals or/and for capital appreciation rather than for sale

in the ordinary course of business, which is evidenced by the

inception of an operating lease to another party. Any difference

between the fair value of the property at the date of transfer

and its previous carrying amount is recognised in profit or loss.

An investment property is derecognised upon disposal or

when the investment property is permanently withdrawn from

use and no future economic benefits are expected from its

disposals. Effective 1 January 2019, a leased property which is

recognised as a right-of-use asset upon application of IFRS 16

is derecognised if the Group as intermediate lessor classifies

the sublease as a finance lease. Any gain or loss arising on

derecognition of the property (calculated as the difference

between the net disposal proceeds and the carrying amount of

the asset) is included in profit or loss in the period in which the

property is derecognised.

3. 主要會計政策（續）

投資物業（續）

在建投資物業產生之建築成本乃作為在

建投資物業賬面值的一部分撥充資本。

當持有物業的用途變為賺取租金或╱及

資本升值而非於正常業務過程中出售，

並有證據顯示向另一方的經營租開始，

則本集團將物業從持作出售物業轉撥至

投資物業。有關物業於轉讓當日之公平

值與其以往賬面值間的任何差額於損益

確認。

投資物業於出售或於其被永久終止使用

及預期於出售時再無日後經濟利益之時

終止確認。自二零一九年一月一日起，

倘本集團（作為中間出租人）將分租約分類

為融資租賃，則於應用國際財務報告準

則第16號後確認為使用權資產的租賃物

業終止確認。終止確認物業所產生的任

何損益（按出售所得款項淨額及資產的賬

面值的差額計算）計入該物業終止確認期

間的損益表。

– F-137 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination are

recognised separately from goodwill and are initially recognised

at their fair value at the acquisition date (which is regarded as

their cost).

Subsequent to initial recognition, intangible assets acquired

in a business combination with finite useful lives are reported

at costs less accumulated amortisation and any accumulated

impairment losses, on the same basis as intangible assets

that are acquired separately. Intangible assets acquired in a

business combination with indefinite useful lives are carried at

cost less any subsequent accumulated impairment losses.

An intangible asset is derecognised on disposal, or when no

future economic benefits are expected from use or disposal.

Gains and losses arising from derecognition of an intangible

asset, measured as the difference between the net disposal

proceeds and the carrying amount of the asset, are recognised

in profit or loss when the asset is derecognised.

Impairment on property, plant and equipment, right-of-use assets, deferred contract costs and intangible assets other than goodwill (see accounting policy in respect of goodwill above)

At the end of the reporting period, the Group reviews the

carrying amounts of its property, plant and equipment, right-

of-use assets and intangible assets with finite useful lives and

deferred contract costs to determine whether there is any

indication that these assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the

relevant asset is estimated in order to determine the extent of

the impairment loss, if any.

3. 主要會計政策（續）

業務合併中收購的無形資產

業務合併中收購的無形資產與商譽分開

確認，初步按其於收購日的公平值確認

（視作其成本）。

初步確認後，業務合併中收購的具有特

定使用年期的無形資產按與單獨收購的

無形資產相同之基準，以成本減累計攤

銷及任何累計減值虧損呈報。於業務合

併中收購的可使用年期無限之無形資產

按成本減隨後累計減值虧損入賬。

無形資產乃於出售後或當預期使用或出

售該資產不會產生未來經濟利益時終止

確認。終止確認無形資產產生之收益或

虧損（以該資產之出售所得款項淨額與賬

面值之差額計算）將於終止確認該資產時

在損益中確認。

物業、廠房及設備、使用權資產、遞延合同成本及無形資產的減值虧損（商譽除外，見上文有關商譽的會計政策）

於報告期末，本集團均會審閱其具有特

定使用年期的物業、廠房及設備、使用

權資產及無形資產及遞延合同成本的賬

面值，以釐定有否任何跡象顯示該等資

產已出現減值虧損。倘存在任何減值跡

象，則會估相關計資產的可收回金額，

以釐定減值虧損（如有）的程度。

– F-138 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Impairment on property, plant and equipment, right-of-use assets, deferred contract costs and intangible assets other than goodwill (see accounting policy in respect of goodwill above) (continued)

The recoverable amount of property, plant and equipment,

right-of-use assets and intangible assets are estimated

individually, when it is not possible to estimate the recoverable

amount individually, the Group estimates the recoverable

amount of the cash-generating unit to which the asset belongs.

In addition, the Group assesses whether there is indication

that corporate assets may be impaired. If such indication

exists, corporate assets are also allocated to individual cash-

generating units, when a reasonable and consistent basis of

allocation can be identified, or otherwise they are allocated

to the smallest group of cash-generating units for which a

reasonable and consistent allocation basis can be identified.

Before the Group recognises an impairment loss for assets

capitalised as contract costs under IFRS 15, the Group

assesses and recognises any impairment loss on other assets

related to the relevant contracts in accordance with applicable

standards. Then, impairment loss, if any, for assets capitalised

as contract costs is recognised to the extent the carrying

amounts exceeds the remaining amount of consideration that

the Group expects to receive in exchange for related goods or

services less the costs which relate directly to providing those

goods or services that have not been recognised as expenses.

The assets capitalised as contract costs are then included in

the carrying amount of the cash-generating unit to which they

belong for the purpose of evaluating impairment of that cash-

generating unit.

3. 主要會計政策（續）

物業、廠房及設備、使用權資產、遞延合同成本及無形資產的減值虧損（商譽除外，見上文有關商譽的會計政策）（續）

物業、廠房及設備、使用權資產及無形

資產的可收回金額個別地進行估計，當

倘無法估計個別資產之可收回金額時，

本集團則會估計該資產所屬現金產生單

位之可收回金額。倘可識別合理及一致

之分配基準，則企業資產亦會分配至個

別現金產生單位，或分配至可按合理及

一致分配基準識別之最小組別現金產生

單位。

在本集團根據國際財務報告準則第15

號將資本化為合同成本的資產確認減值

虧損前，本集團按適用準則評估及確認

任何與相關合同有關的其他資產減值虧

損。屆時，倘賬面值超過本集團預期收

取以換取相關貨品或服務的代價餘額減

與直接關於提供該等貨品或服務的成本

（未確認為開支），則就作為合同成本的資

本化資產而言之減值虧損（如有）得以確

認。資本化為合同成本的資產隨後計入

彼等所述現金產生單位的賬面值，作評

估該現金產生單位減值之用。

– F-139 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Impairment on property, plant and equipment, right-of-use assets, deferred contract costs and intangible assets other than goodwill (see accounting policy in respect of goodwill above) (continued)

Recoverable amount is the higher of fair value less costs

of disposal and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present

value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific

to the asset (or a cash-generating unit) for which the estimates

of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating

unit) is estimated to be less than its carrying amount, the

carrying amount of the asset (or a cash-generating unit) is

reduced to its recoverable amount. For corporate assets or

portion of corporate assets which cannot be allocated on a

reasonable and consistent basis to a cash-generating unit,

the Group compares the carrying amount of a group of cash-

generating units, including the carrying amounts of the

corporate assets or portion of corporate assets allocated to that

group of cash-generating units, with the recoverable amount of

the group of cash-generating units. In allocating the impairment

loss, the impairment loss is allocated first to reduce the

carrying amount of any goodwill (if applicable) and then to the

other assets on a pro-rata basis based on the carrying amount

of each asset in the unit or the group of cash-generating units.

The carrying amount of an asset is not reduced below the

highest of its fair value less costs of disposal (if measurable),

its value in use (if determinable) and zero. The amount of the

impairment loss that would otherwise have been allocated to

the asset is allocated pro rata to the other assets of the unit

or the group of cash-generating units. An impairment loss is

recognised immediately in profit or loss.

3. 主要會計政策（續）

物業、廠房及設備、使用權資產、遞延合同成本及無形資產（商譽除外）的減值虧損（見上文有關商譽的會計政策）（續）

可收回金額為公平值減出售成本的餘額

與使用價值兩者之較高者。在評估使用

價值時，預計未來現金流量會採用稅前

貼現率貼現為現值，該稅前貼現率應反

映對貨幣時間價值的當前市場評價及該

資產（或現金產生單位）特有的風險（未針

對該風險調整估計未來現金流量）。

倘估計資產（或現金產生單位）之可收回金

額少於其賬面值，資產（或現金產生單位）

之賬面值下調至其可收回金額。就不能

按合理及一致基準分配至現金產生單位

的企業資產或部分企業資產，本集團將

一組現金產生單位的賬面值（包括企業資

產或分配至該組現金產生單位的部分企

業資產的賬面值）與現金產生單位組別的

可收回金額進行比較。於分配減值虧損

時，首先分配減值虧損以調低任何商譽

的賬面值（如適用），其後根據單位內各資

產的賬面值按比例分配至其他資產。一

項資產的賬面值不會調低至低於其公平

值減出售成本（倘可計量）、使用價值（如

可確定）及零（以較高者為準）。分配至資

產的減值虧損數額則按單位的其他資產

比例分配。減值虧損即時於損益確認。

– F-140 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Impairment on property, plant and equipment, right-of-use assets, deferred contract costs and intangible assets other than goodwill (see accounting policy in respect of goodwill above) (continued)

Where an impairment loss subsequently reverses, the carrying

amount of the asset (or a cash-generating unit or the group

of cash-generating units) is increased to the revised estimate

of its recoverable amount, but so that the increased carrying

amount does not exceed the carrying amount that would have

been determined had no impairment loss been recognised for

the asset (or a cash-generating unit) in prior years. A reversal of

an impairment loss is recognised immediately in profit or loss.

Properties for sale

Properties for/under development which are intended to be

sold upon completion of development and properties for sale

are classified as current assets. Except for the leasehold land

element which is measured at cost model in accordance

with the accounting policies of right-of-use assets upon the

application of IFRS 16, properties for/under development/

properties for sale are carried at the lower of cost and net

realisable value. Cost is determined on a specific identification

basis including allocation of the related development

expenditure incurred and where appropriate, borrowing costs

capitalised. Net realisable value represents the estimated

selling price for the properties less estimated cost to

completion and costs necessary to make the sales.

Properties for/under development for sale are transferred to

properties for sale upon completion.

3. 主要會計政策（續）

物業、廠房及設備、使用權資產、遞延合同成本及無形資產（商譽除外）的減值虧損（見上文有關商譽的會計政策）（續）

倘減值虧損於其後撥回，則該項資產（或

現金產生單位）之賬面值會增加至其經修

訂之估計可收回金額，惟增加後之賬面

值不得超出過往年度並無就該項資產（或

現金產生單位）確認減值虧損時原應釐定

之賬面值。減值虧損撥回即時於損益確

認。

可供銷售物業

於竣工及可作出售後擬出售的在建物業

被分類為流動資產。除租賃土地部分於

應用國際財務報告準則第16號後按照

使用權資產之會計政策按成本模式計量

外，在建╱待售物業中物業以成本及可

變現淨值兩者之較低者入賬。成本按特

定識別基準釐定，包括分配所產生之有

關開發成本及（倘適用）資本化借款成本。

可變現淨值指物業之估計售價減全部估

計完成成本及所需之銷售費用。

可供銷售在建物業於完工時轉撥至可供

銷售物業。

– F-141 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Properties for sale (continued)

Properties under development for sales are transferred to

property, plant and equipment when there is a change in use,

evidenced by commencement of owner-occupation which the

carrying amount is carried forward and transferred to property,

plant and equipment as the cost.

Inventories

Inventories represent trading merchandises are stated at the

lower of cost and net realisable value. Costs of inventories

are determined on a first-in-first-out basis. Net realisable value

represents the estimated selling price for inventories less all

estimated costs of completion and costs necessary to make

the sale.

Provisions

Provisions are recognised when the Group has a present

obligation as a result of a past event, and it is probable that the

Group will be required to settle that obligation, and a reliable

estimate can be made of the amount of the obligation. The

amount recognised as a provision is the best estimate of the

consideration required to settle the present obligation at the

end of the reporting period, taking into account the risks and

uncertainties surrounding the obligation. When a provision is

measured using the cash flows estimated to settle the present

obligation, its carrying amount is the present value of those

cash flows (where the effect of the time value of money is

material).

3. 主要會計政策（續）

可供銷售物業（續）

當用途發生改變並由業主自用開始佐證

時，可供銷售在建物業轉撥至物業、廠

房及設備，且已轉讓物業的賬面值已結

轉並轉撥至物業、廠房及設備。

存貨

存貨指按成本及可變現淨值（以較低者為

準）列賬之貿易商品。存貨成本按先入先

出法釐定。可變現淨值指存貨之估計售

價減全部估計完成成本及所需之銷售費

用。

撥備

倘本集團因過往事件而產生現有責任，

而本集團可能須履行該責任及可對該責

任金額作出可靠估計時確認撥備。確認

為撥備的金額乃根據於報告期間結算日

對償還現有責任所需代價之最佳估算計

值，並計及該責任之風險及不確定因

素。倘撥備乃按履行現有責任之估計現

金流量計值，其賬面值則按有關現金流

量之現值計值（倘貨幣時間值的影響重

大）。

– F-142 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Provisions (continued)

Provisions for land acquired are based on estimates of required

expenditure on the properties. The Group estimates its

liabilities for land acquired based upon detailed calculations

of the amount and timing of the future cash expenditure

to perform the required work, escalated for inflation, then

discounted at a discount rate that reflects current market

assessment of the time value of money and the risks specific

to the liability such that the amount of provision reflects the

present value of the expenditures expected to be required to

settle the obligation. Provisions for land acquired are added

to the cost of properties for sale in the period in which the

obligation is identified.

Financial instruments

Financial assets and financial liabilities are recognised when a

group entity becomes a party to the contractual provisions of

the instrument. All regular way purchases or sales of financial

assets are recognised and derecognised on a trade date basis.

Regular way purchases or sales are purchases or sales of

financial assets that require delivery of assets within the time

frame established by regulation or convention in the market

place.

3. 主要會計政策（續）

撥備（續）

收購土地撥備為根據對物業所需開支的

估計。本集團根據對進行所需工作之未

來現金流量開支金額及時間之詳細計算

方法，就通脹調高，再按反映貨幣時間

值之現行市場評估及負債特定之貼現率

貼現，致使撥備反映預期須履行責任開

支之現值，從而估計該收購土地之負

債。收購土地撥備於確定義務期間加至

可供銷售物業成本。

金融工具

金融資產及金融負債於集團實體成為工

具合約條文之訂約方時確認。所有以常

規方式購入或出售金融資產乃按交易日

期基準確認及終止確認。以常規方式購

入或出售指須於市場規定或慣例所訂時

限內交付資產的金融資產購入或出售。

– F-143 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Financial assets and financial liabilities are initially measured at

fair value except for trade receivables arising from contracts

with customers which are initially measured in accordance with

IFRS 15. Transaction costs that are directly attributable to the

acquisition or issue of financial assets and financial liabilities

(other than financial assets and financial liabilities designated

at fair value through profit or loss (“FVTPL”)) are added to or

deducted from the fair value of the financial assets or financial

liabilities, as appropriate, on initial recognition. Transaction

costs directly attributable to the acquisition of financial assets

or financial liabilities at FVTPL are recognised immediately in

profit or loss.

The effective interest method is a method of calculating the

amortised cost of a financial asset or financial liability and

of allocating interest income and interest expense over the

relevant period. The effective interest rate is the rate that

exactly discounts estimated future cash receipts and payment

(including all fees and points paid or received that form an

integral part of the effective interest rate, transaction costs

and other premiums or discounts) through the expected life of

the financial asset or financial liability, or, where appropriate, a

shorter period, to the net carrying amount on initial recognition.

3. 主要會計政策（續）

金融工具（續）

金融資產及金融負債首先按公平值計

量，惟產生自客戶合約收入之貿易應收

款（初步按國際財務報告準則第15號計

量）除外。因收購或發行金融資產及金融

負債（指定按公平值計入損益（「按公平值

計入損益」）之金融資產及金融負債除外）

而直接產生之交易成本於首次確認時計

入金融資產或金融負債（如適用）之公平值

或自其公平值扣除。就按公平值計入損

益之金融資產或金融負債而言，收購直

接產生之交易成本即時於損益確認。

實際利率法是一種在相關期間計算金融

資產或金融負債的攤銷成本以及分攤利

息收入及利息開支的方法。實際利率是

在金融資產或金融負債預計年期或較短

期間（如適用）內，將估計未來現金收款及

支付款項（包括構成實際利率組成部分的

所付或所收到的所有費用及點數、交易

成本及其他溢價或折讓）準確貼現至於初

步確認時的賬面值所使用的利率。

– F-144 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets

Financial assets that meet the following conditions are

subsequently measured at amortised cost:

• the financial asset is held within a business model whose

objective is to hold financial assets in order to collect

contractual cash flows; and

• the contractual terms of the financial assets give rise on

specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Financia l assets that meet the fol lowing condit ions

are subsequently measured at fair value through other

comprehensive income (“FVTOCI”):

• the financial asset is held within a business model whose

objective is achieved by both collecting contractual cash

flows and selling the financial assets; and

• the contractual terms of the financial assets give rise on

specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量

滿足以下條件的金融資產其後按攤銷成

本計量：

• 以收取合同現金流量為目的而持有

資產之經營模式下持有之金融資

產；及

• 金融資產之合同條款於指定日期產

生之現金流量純粹為支付本金及未

償還本金之利息。

滿足以下條件的金融資產其後按公平值

計入其他全面收益（「按公平值計入其他

全面收益」）計量：

• 以收取合同現金流量及出售金融資

產為目的而持有資產之經營模式下

持有之金融資產；及

• 金融資產之合同條款於指定日期產

生之現金流量純粹為支付本金及未

償還本金之利息。

– F-145 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets (continued)

All other financial assets are subsequently measured at FVTPL,

except that at the date of initial application of IFRS9/initial

recognition of a financial asset the Group may irrevocably

elect to present subsequent changes in fair value of an equity

investment in other comprehensive income (“OCI”) if that

equity investment is neither held for trading nor contingent

consideration recognised by an acquirer in a business

combination to which IFRS 3 Business Combinations applies.

A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling

in the near term; or

• on initial recognition it is a part of a portfolio of identified

financial instruments that the Group manages together

and has a recent actual pattern of short-term profit-taking;

or

• it is a derivative that is not designated and effective as a

hedging instrument.

In addition, the Group may irrevocably designate a financial

asset that are required to be measured at the amortised cost

or FVTOCI as measured at FVTPL if doing so eliminates or

significantly reduces an accounting mismatch.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（續）

所有其他金融資產隨後按公平值計入損

益中計量，惟倘非交易用途權益投資亦

非於國際財務報告準則第3號「業務合併」

適用的收購方所確認的或然代價，於金

融資產首次應用國際財務報告準則第9

號╱首次確認日期，本集團可不可撤銷

的選擇在其他全面收益（「其他全面收益」）

中呈列公平值的其後變動。

一項金融資產將分類為持作交易，倘：

‧ 收購該資產時主要的目的是為了近

期銷售；或

‧ 於首次確認時為本集團共同管理的

已識別金融工具組合的一部分，以

及存在近期實際獲取短期收益之模

式；或

‧ 屬於不被指定的、有效對沖工具的

衍生工具。

此外，本集團可不可撤回地指定一項須

按攤銷成本或按公平值計入其他全面收

益計量之金融資產以按公平值計入損益

表計量，前提為有關指定可消除或大幅

減少會計錯配。

– F-146 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets (continued)

Amortised cost and interest income

Interest income is recognised using the effective interest

method for financial assets measured subsequently at

amortised cost. Interest income is calculated by applying

the effective interest rate to the gross carrying amount

of a financial asset, except for financial assets that have

subsequently become credit-impaired (see below). For financial

assets that have subsequently become credit-impaired,

interest income is recognised by applying the effective interest

rate to the amortised cost of the financial asset from the

next reporting period. If the credit risk on the credit impaired

financial instrument improves so that the financial asset is

no longer credit-impaired, interest income is recognised

by applying the effective interest rate to the gross carrying

amount of the financial asset from the beginning of the

reporting period following the determination that the asset is

no longer credit impaired.

Equity instruments designated as at FVTOCI

Investments in equity instruments at FVTOCI are initially

measured at fair value plus transaction costs. Subsequently,

they are measured at fair value with gains and losses arising

from changes in fair value recognised in OCI and accumulated

in revaluation reserve; and are not subject to impairment

assessment. The cumulative gain or loss will not be reclassified

to profit or loss on disposal of the equity investments, and will

continue to be held in the revaluation reserve.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（續）

攤銷成本及利息收入

利息收入就期後按攤銷成本計量的金融

資產而以實際利率法確認。利息收入將

實際利率用於金融資產總賬面值來計

算，惟期後已變為信貸減值的金融資產

除外（見下文）。就期後已變為信貸減值

的金融資產而言，利息收入將實際利率

用於自下個報告期起計的金融資產攤銷

成本來確認。如信貸減值金融工具的信

貸風險降低，以讓金融資產不再維持信

貸減值，則利息收入在斷定資產不再維

持信貸減值後，將實際利率用於自報告

期開始時起計的金融資產總賬面值來確

認。

指定為按公平值計入其他全面收益之股本工具

指定為按公平值計入其他全面收益之股

本工具的初步投資按公平值加交易成本

計量。其後，股本工具按公平值計量，

其公平值變動產生的收益及虧損於其他

全面收益確認並於重估儲備內累計；無

須作減值評估。累計損益將不重新分類

至出售股本投資之損益，並將繼續計入

重估儲備。

– F-147 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets (continued)

Equity instruments designated as at FVTOCI (continued)

Dividends on these investments in equity instruments are

recognised in profit or loss when the Group’s right to receive

the dividends is established, unless the dividends clearly

represent a recovery of part of the cost of the investment.

Dividend are included in the “other income, gains and losses”

line item in profit or loss.

Financial assets at FVTPL

Financial assets that do not meet the criteria for being

measured at amortised cost or FVTOCI or designated as

FVTOCI are measured at FVTPL.

Financial assets at FVTPL (including structured deposits) are

measured at fair value at the end of each reporting period,

with any fair value gains or losses recognised in profit or

loss. The net gain or loss recognised in profit or loss includes

any dividend or interest earned on the financial asset and is

included in the “other income, gains and losses” line item in

profit or loss.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（續）

指定為按公平值計入其他全面收益之股本工具（續）

當本集團確認收取股息的權利時，該等

股本工具投資的股息於損益中確認，除

非股息明確表示收回部分投資成本。股

息計入損益中「其他收入、收益及虧損」

的項目中。

按公平值計入損益的金融資產

金融資產如不符合按攤銷成本計量或按

公平值計入其他全面收益的方式計量或

指定為按公平值計入其他全面收益的條

件，則按公平值計入損益的方式計量。

於各報告期末，按公平值計入損益的金

融資產（包括結構性存款）按公平值計量，

而任何公平值收益或虧損於損益確認。

於損益確認的收益或虧損淨額包括就金

融資產所賺取的任何股息或利息，並於

損益中計入「其他收入、收益及虧損」項

目內。

– F-148 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets

The Group performs impairment assessment under expected

credit loss (“ECL”) model on financial assets (including trade

and other receivables, amounts due from non-controlling

shareholders of subsidiaries, joint ventures and associates,

restricted bank deposits, bank balances and cash and financial

guarantees contracts) which are subject to impairment under

IFRS 9. The amount of ECL is updated at each reporting date

to reflect changes in credit risk since initial recognition.

Lifetime ECL represents the ECL that will result from all

possible default events over the expected life of the relevant

instrument. In contrast, 12-month ECL (“12m ECL”) represents

the portion of lifetime ECL that is expected to result from

default events that are possible within 12 months after the

reporting date. Assessment are done based on the Group’s

historical credit loss experience, adjusted for factors that are

specific to the debtors, general economic conditions and an

assessment of both the current conditions at the reporting

date as well as the forecast of future conditions.

The Group always recognises l i fet ime ECL for trade

receivables. The ECL on these assets are collectively using a

provision matrix with appropriate groupings.

For all other instruments, the Group measures the loss

allowance equal to 12m ECL, unless when there has been a

significant increase in credit risk since initial recognition, the

Group recognises lifetime ECL. The assessment of whether

lifetime ECL should be recognised is based on significant

increase in the likelihood or risk of a default occurring since

initial recognition.

3. 主要會計政策（續）

金融工具（續）

金融資產的減值

本集團根據預期信貸虧損（「預期信貸虧

損」）金融資產（包括貿易及其他應收款、

應收附屬公司非控股股東、合營企業及

聯營公司款項、受限制現金、銀行結餘

及現金以及財務擔保合同）進行減值評估

（須根據國際財務報告準則第9號進行減

值）。預期信貸虧損的金額於各報告日期

更新，以反映自初始確認後信用風險的

變化。

存續期預期信貸虧損指將相關工具的預

期使用期內所有可能的違約事件產生之

預期信貸虧損。相反，12個月預期信貸

虧損（「12個月預期信貸虧損」）將預期於

報告日期後12個月內可能發生的違約事

件導致之存續期預期信貸虧損部分。評

估乃根據本集團的歷史信貸虧損經驗進

行，並根據債務人特有的因素、一般經

濟狀況以及對報告日期當前狀況的評估

以及對未來狀況的預測作出調整。

本集團通常就貿易應收款確認存續期預

期信貸虧損。該等資產的預期信貸虧損

使用適宜組別的撥備矩陣進行集體評

估。

就所有其他工具而言，本集團計量的虧

損準備等於12個月預期信貸虧損，除非

自初始確認後信用風險顯著增加，本集

團確認存續期預期信貸虧損。是否應確

認存續期預期信貸虧損的評估乃基於自

初始確認以來發生違約之可能性或風險

的顯著增加。

– F-149 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (continued)

(i) Significant increase in credit risk

In assessing whether the credit risk has increased

significantly since initial recognition, the Group compares

the risk of a default occurring on the financial instrument

as at the reporting date with the risk of a default

occurring on the financial instrument as at the date of

initial recognition. In making this assessment, the Group

considers both quantitative and qualitative information

that is reasonable and supportable, including historical

experience and forward-looking information that is

available without undue cost or effort.

In particular, the following information is taken into

account when assessing whether credit risk has

increased significantly:

• an actual or expected significant deterioration in

the financial instrument’s external (if available) or

internal credit rating;

• signif icant deteriorat ion in external market

indicators of credit risk, e.g. a significant increase in

the credit spread, the credit default swap prices for

the debtor;

• existing or forecast adverse changes in business,

financial or economic conditions that are expected

to cause a significant decrease in the debtor’s

ability to meet its debt obligations;

3. 主要會計政策（續）

金融工具（續）

金融資產的減值（續）

(i) 信用風險顯著增加

於評估自初始確認後信用風險是否

顯著增加時，本集團將於報告日期

金融工具發生之違約風險與初始確

認日起金融工具發生之違約風險進

行比較。在進行該評估時，本集團

會考慮合理有據的定量和定性資

料，包括無需付出不必要的成本或

努力而可得之歷史經驗及前瞻性資

料。

特別是，在評估信用風險是否顯著

增加時，會考慮以下資料：

• 金融工具的外部（如有）或內

部信用評級的實際或預期顯

著惡化；

• 外部市場信用風險指標的顯

著惡化，如信貸利差大幅增

加，債務人的信用違約掉期

價格；

• 預計會導致債務人償還債務

能力大幅下降的業務、財務

或經濟狀況的現有或預測的

不利變化；

– F-150 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (continued)

(i) Significant increase in credit risk (continued)

• an actual or expected significant deterioration in the

operating results of the debtor;

• an actual or expected significant adverse change

in the regulatory, economic, or technological

environment of the debtor that results in a

significant decrease in the debtor’s ability to meet

its debt obligations.

Irrespective of the outcome of the above assessment,

the Group presumes that the credit risk on a financial

asset has increased significantly since initial recognition

when contractual payments are more than 30 days past

due, unless the Group has reasonable and supportable

information that demonstrates otherwise.

Despite the aforegoing, the Group assumes that the

credit risk on a debt instrument has not increased

significantly since initial recognition if the debt instrument

is determined to have low credit risk at the reporting

date. A debt instrument is determined to have low

credit risk if i) the financial instrument has a low risk of

default, ii) the borrower has a strong capacity to meet its

contractual cash flow obligations in the near term and iii)

adverse changes in economic and business conditions

in the longer term may, but will not necessarily, reduce

the ability of the borrower to fulfil its contractual cash

flow obligations. The Group considers a debt instrument

to have low credit risk when it has an internal or external

credit rating of ‘investment grade’ as per globally

understood definition.

3. 主要會計政策（續）

金融工具（續）

金融資產的減值（續）

(i) 信用風險顯著增加（續）

• 債務人經營業績的實際或預

期顯著惡化；

• 導致債務人償還債務能力大

幅下降的債務人監管、經濟

或技術環境的實際或預期的

重大不利變化。

不論上述評估之結果如何，本集團

認為，當合同付款逾期超過30天，

則自初始確認以來金融資產的信用

風險已顯著增加，除非本集團有合

理有據之資料證明。

儘管如此，倘一項債務工具於報告

日期被確定為信貸風險較低，則本

集團假設該項債務工具的信貸風險

自初始確認起並無重大增加。在下

列情況下，一項債務工具被定為具

有較低的信貸風險，倘i)該金融工

具違約風險較低；ii)借款人近期具

充分償付合約現金流量負債的能

力；及iii)長遠而言經濟及業務狀況

的不利變動未必會降低借款人償付

合約現金流量負債的能力。倘一項

債務工具的內部或外部信貸風險評

級為國際通用的「投資評級」，則本

集團認為該債務工具的信貸風險較

低。

– F-151 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (continued)

(i) Significant increase in credit risk (continued)

For financial guarantee contracts, the date that the Group

becomes a party to the irrevocable commitments is

considered to be the date of initial recognition for the

purposes of assessing impairment. In assessing whether

there has been a significant increase in the credit risk

since initial recognition of financial guarantee contracts,

the Group considers the changes in the risk that the

specified debtor will default on the contract.

The Group regularly monitors the effectiveness of

the criteria used to identify whether there has been a

significant increase in credit risk and revises them as

appropriate to ensure that the criteria are capable of

identifying significant increase in credit risk before the

amount becomes past due.

(ii) Definition of default

For internal credit risk management, the Group considers

an event of default occurs when information developed

internally or obtained from external sources indicates that

the debtor is unlikely to pay its creditors, including the

Group, in full (without taking into account any collaterals

held by the Group).

Irrespective of the above, the Group considers that

default has occurred when the instrument is more than

90 days past due unless the Group has reasonable and

supportable information to demonstrate that a more

lagging default criterion is more appropriate.

3. 主要會計政策（續）

金融工具（續）

金融資產的減值（續）

(i) 信用風險顯著增加（續）

就財務擔保合同而言，本集團成為

不可撤回承擔的承擔方當日被視為

就評估減值進行初步確認日期。於

評估信貸風險在初步確認財務擔保

合同後有否大幅增長時，本集團認

為，風險變動乃特定債務人將違反

合同。

本集團定期監控用以識別信貸風險

有否大幅增加的標準之效益，且修

訂標準（如適當）來確保標準能在金

額逾期前識別信貸風險大幅增加。

(ii) 違約定義

就內部信貸風險管理而言，本集團

認為，違約事件在內部制訂或得自

外界來源的資料顯示債務人不大可

能悉數向債權人（包括本集團）還款

（未計及本集團所持任何抵押品）時

發生。

不論上文所述，本集團認為，已於

金融資產逾期超過90日後發生違

約，惟本集團有合理有據資料來顯

示更加滯後的違約標準更為恰當。

– F-152 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (continued)

(iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more

events of default that have a detrimental impact on

the estimated future cash flows of that financial asset

have occurred. Evidence that a financial asset is credit

impaired includes observable data about the following

events:

(a) significant financial difficulty of the issuer or the

borrower;

(b) a breach of contract, such as a default or past due

event;

(c) the lender(s) of the borrower, for economic or

contractual reasons relating to the borrower’s

financial difficulty, having granted to the borrower

a concession(s) that the lender(s) would not

otherwise consider;

(d) it is becoming probable that the borrower will enter

bankruptcy or other financial reorganisation; or

(e) the disappearance of an active market for that

financial asset because of financial difficulties.

3. 主要會計政策（續）

金融工具（續）

金融資產的減值（續）

(iii) 信貸減值金融資產

金融資產在一項或以上違約事件

（對該金融資產估計未來現金流量

構成不利影響）發生時維持信貸減

值。金融資產維持信貸減值的證據

包括有關下列事件的可觀察數據：

(a) 發行人或借款人的重大財

困；

(b) 違反合約（如違約或逾期事

件）；

(c) 借款人的貸款人因有關借款

人財困的經濟或合約理由而

向借款人批出貸款人不會另

行考慮的優惠；

(d) 借款人將可能陷入破產或其

他財務重組；或

(e) 該金融資產的活躍市場因財

困而消失。

– F-153 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (continued)

(iv) Write-off policy

The Group writes off a financial asset when there is

information indicating that the counterparty is in severe

financial difficulty and there is no realistic prospect of

recovery, for example, when the counterparty has been

placed under liquidation or has entered into bankruptcy

proceedings. Financial assets written off may still be

subject to enforcement activities under the Group’s

recovery procedures, taking into account legal advice

where appropriate. A write-off constitutes a derecognition

event. Any subsequent recoveries are recognised in

profit or loss.

(v) Measurement and recognition of ECL

The measurement of ECL is a function of the probability

of default, loss given default (i.e. the magnitude of the

loss if there is a default) and the exposure at default.

The assessment of the probability of default and loss

given default is based on historical data adjusted by

forward-looking information. Estimation of ECL reflects

an unbiased and probability-weighted amount that is

determined with the respective risks of default occurring

as the weights.

Generally, the ECL is estimated as the difference

between all contractual cash flows that are due to the

Group in accordance with contract and all the cash flows

that the Group expects to receive, discounted at the

effective interest date determined at initial recognition.

3. 主要會計政策（續）

金融工具（續）

金融資產的減值（續）

(iv) 撇銷政策

當有資料顯示交易對手方有嚴重財

務困難及沒有實際可收回預期，例

如，當交易對手方被清算或已進入

破產程序時，本集團會把該金融資

產撇銷。根據本集團收回程序並考

慮法律建議（如適用），金融資產撇

銷可能仍受到執法活動的約束。撇

銷構成終止確認事件。任何其後收

回均於損益中確認。

(v) 預期信貸虧損之計量及確認

預期信貸虧損之計量為違約概率、

違約虧損（即違約時虧損大小）及違

約時風險敞口之函數。違約概率及

違約虧損之評估乃基於歷史數據按

前瞻性資料作調整。預期信貸虧損

的預估乃無偏概率加權平均金額，

以發生違約的風險為權重確定。

一般而言，預期信貸虧損為根據合

同應付本集團之所有合同現金流量

與本集團預期收取之所有現金流量

之間的差額（按初始確認時釐定之

有效利率貼現）。

– F-154 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (continued)

(v) Measurement and recognition of ECL (continued)

For a financial guarantee contract, the Group is required

to make payments only in the event of a default by the

debtor in accordance with the terms of the instrument

that is guaranteed. Accordingly, the expected losses is

the present value of the expected payments to reimburse

the holder of a credit loss that it incurs less any amounts

that the Group expects to receive from the holder, the

debtor or any other party.

For ECL on financial guarantee contracts for which the

effective interest rate cannot be determined, the Group

will apply a discount rate that reflects the current market

assessment of the time value of money and the risks

that are specific to the cash flows but only if, and to the

extent that, the risks are taken into account by adjusting

the discount rate instead of adjusting the cash shortfalls

being discounted.

Where ECL is measured on a collective basis or cater for

cases where evidence at the individual instrument level

may not yet be available, the financial instruments are

grouped on the following basis:

• Nature of financial instruments;

• Credit history with the debtors;

• Nature and financial status of debtors; and

• External credit ratings where available.

3. 主要會計政策（續）

金融工具（續）

金融資產的減值（續）

(v) 預期信貸虧損之計量及確認（續）

就財務擔保合同而言，本集團僅需

於債務人違反擔保文據條款之情況

下作出付款。因此，預期虧損為補

償持有人就所產生之信貸虧損的預

期付款現值，扣除本集團預期自持

有人、債務人或任何其他人士收取

的任何款項。

就無法釐定實際利率的財務擔保合

同的預期信貸虧損而言，本集團將

採納反映目前對貨幣時間價值的市

場評估及該現金流量特定風險的貼

現率，惟僅限於風險按調整貼現率

而非調整所貼現的現金不足納入考

慮時。

倘預期信貸虧損按整體基準計量或

為應對可能未獲得證據證明個別工

具層面的情況，則金融工具按下列

基準歸類：

• 金融工具的性質；

• 債務人的信用記錄；

• 債務人的性質及財務狀況；

及

• 外部信貸評級（如有）。

– F-155 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (continued)

(v) Measurement and recognition of ECL (continued)

The grouping is regularly reviewed by the management

to ensure the constituents of each group continue to

share similar credit risk characteristics.

Interest income is calculated based on the gross carrying

amount of the financial asset unless the financial asset

is credit impaired, in which case interest income is

calculated based on amortised cost of the financial asset.

For financial guarantee contracts, the loss allowances

are recognised at the higher of the amount of the loss

allowance determined in accordance with IFRS 9; and

the amount initially recognised less, where appropriate,

cumulative amount of income recognised over the

guarantee period.

The Group recognises an impairment gain or loss in profit

or loss for all financial instruments by adjusting their

carrying amount, with the exception of trade and other

receivables, where the corresponding adjustment is

recognised through a loss allowance account.

Financial liabilities and equity instruments

Debt and equity instruments issued by a group entity are

classified as either financial liabilities or as equity in accordance

with the substance of the contractual arrangements entered

into and the definitions of a financial liability and an equity

instrument.

3. 主要會計政策（續）

金融工具（續）

金融資產的減值（續）

(v) 預期信貸虧損之計量及確認（續）

管理層定期檢討分組，以確保各組

的組成具有類似的信貸風險特徵。

利息收入乃根據金融資產之賬面總

額計算，除非金融資產發生信貸減

值，在此情況下，利息收入根據金

融資產之攤銷成本計算。

就財務擔保合同而言，虧損撥備乃

按國際財務報告準則第9號釐定的

虧損撥備金額與初始確認的金額減

（如適用）於擔保期間確認的累計收

入金額的較高者確認。

本集團透過調整賬面值於損益確認

所有金融工具的減值收益或虧損，

惟貿易及其他應收款除外，其相關

調整乃透過虧損撥備賬予以確認。

金融負債及股本工具

集團實體所發行的債務及股本工具根據

所訂立的合約安排的具體內容及金融負

債與股本工具的定義進行分類為金融負

債或為股本。

– F-156 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Financial liabilities and equity instruments (continued)

Equity instruments

An equity instrument is any contract that evidences a

residual interest in the assets of an entity after deducting all

of its liabilities. Equity instruments issued by the Group are

recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is

recognised and deducted directly in the equity. No gain or loss

is recognised in profit or loss on the purchase, sale, issue or

cancellation of the Company’s own equity instruments.

Financial liabilities at amortised cost

Financial liabilities (including bank and other borrowings,

trade and other payables, amounts due to non-controlling

shareholders of subsidiaries, amounts due to joint ventures,

amounts due to associates, loans from non-controlling

shareholders of subsidiaries and senior notes and bonds) are

subsequently measured at amortised cost using the effective

interest method.

Derivative financial instruments

Derivatives are initially recognised at fair value at the

date when derivative contracts are entered into and are

subsequently remeasured to their fair value at the end of the

reporting period. The resulting gain or loss is recognised in

profit or loss immediately.

3. 主要會計政策（續）

金融工具（續）

金融負債及股本工具（續）

股本工具

股本工具是證明在扣除所有負債後於實

體資產之剩餘權益的任何合約。本集團

發行的股本工具按已收款項扣除直接發

行成本而確認。

購回本公司自身的股本工具在權益中確

認並直接扣除。購買、出售、發行或註

銷本公司自身的股本工具時不得確認收

益或虧損。

按攤銷成本列賬的金融負債

金融負債（包括銀行及其他借款、貿易及

其他應付款、應付附屬公司非控股股東

款項、應付合營企業款項、應付聯營公

司款項、來自附屬公司非控股股東的貸

款及優先票據及債券）隨後使用實際利率

法按攤銷成本計量。

衍生金融工具

衍生工具於訂立衍生合約當日初步按公

平值確認，其後於報告期末按公平值重

新計量。因此產生的收益或虧損即時於

損益確認。

– F-157 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Derivative financial instruments (continued)

Embedded derivatives

Derivatives embedded in hybrid contracts that contain financial

asset hosts within the scope of IFRS 9 are not separated.

The entire hybrid contract is classified and subsequently

measured in its entirety as either amortised cost or fair value as

appropriate.

Derivatives embedded in non-derivative host contracts that

are not financial assets within the scope of IFRS 9 are treated

as separate derivatives when they meet the definition of a

derivative, their risks and characteristics are not closely related

to those of the host contracts and the host contracts are not

measured at FVTPL.

Financial guarantee contracts

A financial guarantee contract is a contract that requires the

issuer to make specified payments to reimburse the holder

for a loss it incurs because a specified debtor fails to make

payment when due in accordance with the terms of a debt

instrument.

A financial guarantee contract is measured initially at fair value.

It is subsequently measured at the higher of:

(i) the amount of loss al lowance as determined in

accordance with IFRS 9; and

3. 主要會計政策（續）

金融工具（續）

金融負債及股本工具（續）

嵌入衍生工具

嵌入混合合約的衍生工具（包括於國際財

務報告準則第9號界定範圍內的主金融資

產），不會視為單獨的衍生工具。整個混

合合約（如適用）按攤銷成本或按公平值計

入損益分類再進行計量。

倘嵌入非衍生主合約的衍生工具（並非國

際財務報告準則第9號界定範圍內的金融

資產）符合衍生工具的定義、其風險及特

質與主合約並無密切關係，且主合約並

非按公平值計入損益，則該等衍生工具

視為單獨的衍生工具。

財務擔保合約

財務擔保合約乃規定發行人在由於某債

務人未能按照某債務工具的條款在到期

時付款而出現虧損時向持有人作出具體

償付的合約。

財務擔保合約初步按公平值計量。其後

以下列較高者計量財務擔保合約：

(i) 虧損準備的金額根據國際財務報告

準則第9號確認；及

– F-158 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Financial guarantee contracts (continued)

(ii) the amount initially recognised less, when appropriate,

cumulative amortisation recognised over the guarantee

period.

Derecognition

The Group derecognises a financial asset only when the

contractual rights to the cash flows from the asset expire, or

when it transfers the financial asset and substantially all the

risks and rewards of ownership of the asset to another entity.

If the Group neither transfers nor retains substantially all the

risks and rewards of ownership and continues to control the

transferred asset, the Group recognises its retained interest

in the asset and an associated liability for the amounts it may

have to pay. If the Group retains substantially all the risks

and rewards of ownership of a transferred financial asset,

the Group continues to recognise the financial asset and

also recognises a collateralised borrowing for the proceeds

received.

On derecognition of a financial asset at amortised cost, the

difference between the asset’s carrying amount and the sum

of the consideration received and receivable is recognised in

profit or loss.

On derecognition of an investment in equity instrument which

the Group has elected on initial recognition to measure at

FVTOCI, the cumulative gain or loss previously accumulated in

the investments revaluation reserve is not reclassified to profit

or loss, but is transferred to retained profits.

3. 主要會計政策（續）

金融工具（續）

財務擔保合約（續）

(ii) 初步確認的金額減去於擔保期確認

的累計攤銷（如適用）。

終止確認

本集團只有在當資產現金流量的合約權

利屆滿或予另一實體轉讓金融資產及絕

大部分風險及回報時方會終止確認金融

資產。倘本集團既非轉讓，亦無保留絕

大部分風險及回報並繼續控制被轉讓資

產，則本集團確認該資產的保留權益及

相關負債可能需要支付的金額。倘本集

團保留被轉讓金融資產絕大部分風險及

回報，則本集團繼續確認該金融資產及

確認已收所得款項之抵押借貸。

按攤銷成本終止確認金融資產時，該項

資產賬面值與已收及應收代價總數間的

差額會於損益中確認。

於終止確認本集團於首次確認時已選擇

按公平值計入其他全面收益計量之權益

工具投資時，先前於投資重估儲備累計

之累計收益或虧損不會重新分類至損

益，而會轉撥至保留溢利。

– F-159 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Derecognition (continued)

The Group derecognises financial liabilities when, and only

when, the Group’s obligations are discharged, cancelled or

have expired. The difference between the carrying amount of

the financial liability derecognised and the consideration paid

and payable is recognised in profit or loss.

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty

In the application of the Group’s accounting policies, which are

described in note 3, the directors of the Company are required

to make judgments, estimates and assumptions about the

carrying amounts of assets and liabilities that are not readily

apparent from other sources. The estimates and associated

assumptions are based on historical experience and other

factors that are considered to be relevant. Actual results may

differ from these estimates.

The estimates and underlying assumptions are reviewed on

an on-going basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised if the

revision affects only that period, or in the period of the revision

and future periods if the revision affects both current and

future periods.

Critical judgment in applying accounting policies

The following is the critical judgment, apart from those

involving estimations (see below), that the directors of the

Company have made in the process of applying the Group’s

accounting policies and that have the most significant effect

on the amounts recognised in the consolidated financial

statements.

3. 主要會計政策（續）

金融工具（續）

終止確認（續）

本集團僅於本集團責任獲解除、註銷或

已屆滿時，終止確認金融負債。獲終止

確認的金融負債的賬面值與已付或應付

代價間的差額於損益中確認。

4. 關鍵會計判斷及估計不明朗因素的主要來源

採用附註3所述本集團之會計政策時，

本公司董事須就難以自其他來源確定之

資產及負債之賬面值作判斷、估計及假

設。該等估計及有關假設乃根據過往經

驗及其他視為相關之因素而作出。實際

結果與該等估計或有差異。

各項估計及相關假設會持續檢討。倘會

計估計之修訂僅影響修訂該估計之期

間，有關修訂則會在該期間確認；倘修

訂對當前及未來期間均有影響，則在作

出修訂期間及未來期間確認。

應用會計政策之關鍵判斷

除與估計（見下文）有關外，以下為本公

司董事於應用本集團之會計政策之過程

中，已作出對綜合財務報表已確認之金

額有重大影響之關鍵判斷。

– F-160 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Critical judgment in applying accounting policies (continued)

Deferred taxation on investment properties

For the purposes of measuring deferred taxes arising from

investment properties that are measured using the fair

value model, the directors of the Company have reviewed

the Group’s investment property portfolios and concluded

that the Group’s investment properties are not held under a

business model whose objective is to consume substantially

all of the economic benefits embodied in the investment

properties over time, rather than through sale. Therefore, in

determining the Group’s deferred taxation on investment

properties, the directors of the Company have determined

that the presumption that the carrying amounts of investment

properties measured using the fair value model are recovered

entirely through sale is not rebutted. As a result, the Group has

recognised deferred taxes of both enterprise income tax and

land appreciation tax on changes in fair value of all investment

properties.

Key sources of estimation uncertainty

The following are the key assumptions concerning the future,

and other key sources of estimation uncertainty at the end

of the reporting period, that have a significant risk of causing

a material adjustment to the carrying amounts of assets and

liabilities within the next financial year.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

應用會計政策之關鍵判斷（續）

投資物業之遞延稅項

就計量採用公平值模式計量之投資物業

所產生之遞延稅項而言，本公司董事已

對本集團的投資物業組合進行檢討並總

結本集團的投資物業概不屬於以消耗投

資物業所產生之大部分經濟收益的模式

（而非透過銷售）持有。因此，於釐定投

資物業之遞延稅項時，本公司董事已釐

定，有關採用公平值模式計量的投資物

業的賬面值可透過銷售悉數收回之假設

並未被駁回。因此，本集團已就所有投

資物業公平值變動確認企業所得稅及土

地增值稅之遞延稅項。

估計不明朗因素的主要來源

以下是於報告期末有關未來的主要假設

及估計不明朗因素的其他主要來源，有

關假設及來源具有導致資產及負債的賬

面值於下一財政年度內作出大幅調整的

重大風險。

– F-161 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)

Fair value measurements and valuation processes

The investment properties of the Group are measured at fair

value for financial reporting purposes. The directors of the

Company have set up a property valuation team, which is

headed up by the Chief Financial Officer of the Company, to

determine the appropriate valuation techniques and inputs for

fair value measurements.

In estimating the fair value of an investment property, the

Group uses market-observable data to the extent it is available.

The Group engages qualified external valuers to perform

the valuation. The valuation team works closely with the

qualified external valuers to establish the appropriate valuation

techniques and inputs to the model. The Chief Financial Officer

reports the valuation team’s findings to the directors of the

Company twice a year to explain the cause of fluctuations in

the fair value of the assets.

The Group uses valuation techniques that include inputs that

are not based on observable market data to estimate the fair

value of investment properties. Note 17 provides detailed

information about the valuation techniques, inputs and key

assumptions used in the determination of the fair value of

investment properties.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

公平值計量及估值過程

本集團的投資物業乃按公平值計量以用

於財務申報目的。本公司董事已成立以

本公司財務總監為首的物業估值團隊，

以就公平值計量釐定適用估值技術及輸

入數據。

估計投資物業的公平值時，本集團使用

可用市場可觀察數據。本集團會委聘合

資格外聘估值師進行估值。估值團隊會

與合資格外聘估值師緊密合作，制訂合

適之估值技術及模式輸入數據。為說明

資產公平值波動的原因，財務總監每年

向本公司董事呈報兩次估值團隊的調查

結果。

本集團採用包括並非以可觀察市場數據

為依據的輸入數據在內的估值技巧估計

投資物業的公平值。附註17提供有關釐

定投資物業公平值所用的估值技巧、輸

入數據及關鍵假設的詳盡資料。

– F-162 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)

Determination of net realisable value of properties under

development for sale and completed properties for sale

Properties under development for sale and completed

properties for sale are stated at the lower of the cost and

net realisable value. Cost of each unit in each phase of

development is determined using the weighted average cost

method. The net realisable value is the estimated selling price

(which has taken into account a number of factors including

recent prices achieved for similar property types in the

same project or by similar properties, and the prevailing and

forecasted real estate market conditions in the PRC, Australia,

Canada and Hong Kong) less estimated costs to completion,

estimated selling expenses and estimated sales-related taxes,

which are estimated based on best available information.

Where there is any decrease in the estimated selling price

arising or increase in total construction costs from any changes

to the property market conditions, there may be written down

on the properties under development for sale and completed

properties for sale.

As at 31 December 2019, the combined carrying amount of

properties under development and completed properties for

sale amounted to RMB158,931,481,000, net of write-down

of RMB13,433,000 (2018: the combined carrying amount of

RMB114,894,214,000, net of write-down of RMB13,433,000)

in the PRC, Australia, Canada and Hong Kong.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

釐定可供銷售在建物業及可供銷售已竣工物業的可變現淨值

可供銷售在建物業及可供銷售已竣工物

業乃按成本或可變現淨值（以較低者為

準）入賬。於各發展階段中的各單位成本

乃使用加權平均成本法釐定。可變現淨

值乃以估計售價（當中已考慮多項因素，

包括同一項目類似物業或類似物業近期

價格以及中國、澳洲、加拿大及香港當

前及預測的房地產市況）減完成開發的估

計費用、估計銷售開支及估計銷售相關

稅項計算，並根據最可靠的資料作出估

計。倘物業市場狀況發生任何改變導致

估計售價下降或總建築成本增加，或會

就可供銷售在建物業及可供銷售已竣工

物業作出撇減。

於二零一九年十二月三十一日，中國、

澳洲、加拿大及香港可供銷售在建物業

及可供銷售已竣工物業的合併賬面值為

人民幣158,931,481,000元（扣除撇減人

民幣13,433,000元）（二零一八年：合併賬

面值人民幣114,894,214,000元（扣除撇

減人民幣13,433,000元））。

– F-163 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)

Impairment of hotel assets included in property, plant and

equipment

The carrying amounts of property, plant and equipment

are reviewed annually and adjusted for impairment in

accordance with IAS 36 whenever certain events or changes

in circumstances indicate that the carrying amount may not

be recoverable. The recoverable amount of the assets is

the higher of fair value less costs to sell and value in use. In

assessing fair value less costs to sell, a combination of the

market approach and depreciated replacement cost approach

was adopted in assessing the land portion and the buildings

structures of the hotel, respectively, taking into account of

discount for vacancy and cost to sell the hotel property. Details

of the recoverable amount calculation for property, plant and

equipment are disclosed in note 14.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

酒店資產（包括物業、廠房及設備）減值

物業、廠房及設備之賬面值，在發生若

幹事件或情況變化，顯示賬面值可能無

法收回時，根據國際會計準則第36號按

年進行減值審核及調整。資產之可收回

金額為公平值減出售成本的餘額與使用

價值兩者之較高者。於評估公平值減出

售成本時，就評估土地部分及酒店建築

物結構分別使用市場法及折舊重置成本

法的組合，並計及空置及出售酒店物業

成本的折讓。有關計算物業、廠房及設

備之可收回金額詳情於附註14中披露。

– F-164 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)

Land appreciation tax (“LAT”)

The Group is subject to LAT in the PRC. LAT is prepaid

when properties are pre-sold to the buyers and is provided

when properties are delivered to the buyers and revenue

is recognised. The appropriateness of the rates used are

determined by the appreciation of land value. However, the

implementation and settlement of the tax varies amongst

different tax jurisdictions in various cities of the PRC and

certain projects of the Group have not finalised their LAT

calculations and payments with local tax authorities in the PRC.

Accordingly, significant judgment is required in determining

the amount of land appreciation and its related income tax

provisions. The amount of the land appreciation is determined

with reference to proceeds of the sales of properties less the

estimated deductible expenditures, including the cost of land

use rights and relevant property development expenditures.

The Group recognised the LAT based on management’s best

estimates. The final tax outcome could be different from the

amounts that were initially recorded, and these differences

will impact the income tax expense and the related income

tax provisions in the periods in which such tax is finalised with

local tax authorities.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

土地增值稅（「土地增值稅」）

本集團須繳納中國之土地增值稅。土地

增值稅於物業預售予買家時已預付，而

土地增值稅則於物業交付予買家及收益

獲確認時已作撥備。所使用比率的適當

性乃根據土地價值增幅釐定。然而，中

國各個城市的不同徵稅區的稅項徵收及

支付有所差異，而本集團的若干項目尚

未與中國的地方稅務部門最終確定土地

增值稅之計算及支付。因此，於釐定土

地增值金額及其相關所得稅撥備時須作

出重大判斷。土地增值稅金額乃經參考

銷售所得款項減估計扣稅開支（包括土地

使用權成本及相關物業發展開支）後釐

定。本集團基於管理層之最佳估計確認

土地增值稅。最終的稅項結果或會不同

於初始列賬之金額，而該等差異將影響

與地方稅務部門確定該等稅項之期間內

之所得稅開支及有關所得稅撥備。

– F-165 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)

Deferred tax asset

As a t 31 December 2019, a defer red tax asset o f

RMB943,036,000 (2018: RMB644,858,000) in relation to

unused tax losses for certain operating subsidiaries has been

recognised in the Group’s consolidated statement of financial

position. No deferred tax asset has been recognised on the tax

losses of RMB3,280,066,000 (2018: RMB1,681,619,000) due

to the unpredictability of future profit streams. The realisability

of the deferred tax asset mainly depends on whether sufficient

future profits or taxable temporary differences will be available

in the future. In cases where the actual future taxable profits

generated are less or more than expected, or change in facts

and circumstances which result in revision of future taxable

profits estimation, a material reversal of deferred tax assets

may arise, which would be recognised in profit or loss for the

period in which such a reversal or further recognition takes

place.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

遞延稅項資產

於二零一九年十二月三十一日，有關若

干經營附屬公司的未動用稅項虧損人民

幣943,036,000元（二零一八年：人民幣

644,858,000元）的遞延稅項資產已於本

集團綜合財務狀況表內確認。由於未來

溢利來源的不可預測性，並無就稅項虧

損人民幣3,280,066,000元（二零一八年：

人民幣1,681,619,000元）確認遞延稅項資

產。遞延稅項資產的變現能力主要取決

於未來是否有足夠的未來溢利或應課稅

臨時差額。如產生的實際應課稅溢利低

於或高於預期，或因素及情況變化，導

致修訂有關未來應課稅溢利的估計，則

可能產生遞延稅項資產的重大撥回或進

一步確認遞延稅項資產。

– F-166 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)

Provision for land acquired

The provision for land acquired has been determined by the

directors of the Company based on their best estimates.

The directors of the Company estimated this liability for land

acquired based upon detailed calculations of the amount

and timing of future cash flows spending on the properties

development, escalated for inflation, then discounted at a

discount rate that reflects current market assessments of

the time value of money and the risks specific to the liability,

such that the provision reflects the present value of the costs

expected to be required to settle the obligation. However, the

estimate of the associated costs may be subject to change due

to the change of construction cost in the future. The directors

of the Company review the provision regularly such that it

properly reflects the present value of the obligation arising

from the development of the current and past properties. The

movement of provisions for land acquired during the year is set

out in note 44.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

收購土地撥備

收購土地撥備乃由本公司董事根據其最

佳估計釐定。本公司董事根據物業開發

之未來現金流量開支金額及時間之詳細

計算方法，就通賬調高，再按反映貨幣

時間值之現行市場評估及負債特定風險

之貼現率貼現，致使撥備反映預期須履

行責任開支之現值，從而估計該收購土

地之負債。然而，由於未來建築成本的

變動，估計相關成本可能會發生變化。

本公司董事會定期檢討撥備，以適當反

映現有及過往物業開發所產生責任之現

值。年內收購土地撥備變動載列於附註

44。

– F-167 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)

Provision of ECL for amounts due from non-controlling

shareholders of subsidiaries, joint ventures and associates

and trade and other receivables

The Group follows the guidance of IFRS 9 to estimate the

amount of loss allowance for ECL on amounts due from

non-controlling shareholders of subsidiaries, joint ventures,

associates and trade and other receivables that are measured

at amortised cost based on the credit risk of the respective

financial instruments. The loss allowance amount is measured

as the asset’s carrying amount and the present value of

estimated future cash flows with the consideration of expected

future credit loss of the respective financial instrument. The

assessment of the credit risk of the respective financial

instrument involves high degree of estimation and uncertainty.

When the actual future cash flows are less than expected or

more than expected, a material impairment loss or a material

reversal of impairment loss may arise, accordingly.

The provision of ECL is sensitive to changes in estimates. The

information about the ECL and the Group’s amounts due from

non-controlling shareholders of subsidiaries, joint ventures,

associates and trade and other receivables are disclosed in

note 47.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

應收附屬公司之非控股股東、合營企業及聯營公司款項以及貿易及其他應收款預期信貸虧損的準備

本集團根據國際財務報告準則第9號的

指引就應收附屬公司之非控股股東、合

營企業、聯營公司款項以及按攤銷成本

計量的貿易及其他應收款預期信貸虧損

的虧損準備金額。虧損準備金額按資產

賬面值及估計未來現金流量現值計量，

並考慮有關金融工具的預期未來信貸虧

損。評估有關金融工具的信貸風險涉及

較大程度的估計及不確定因素。若實際

未來現金流少於預期或多於預期，可能

會因此產生重大減值虧損或減值虧損重

大撥回。

預期信貸虧損失撥備對估計變動尤為敏

感。有關預期信貸虧損及本集團應收附

屬公司之非控股股東、合營企業、聯營

公司款項以及貿易及其他應收款的資料

於附註47披露。

– F-168 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

5. Revenue

Disaggregation of revenue from contracts with customers

For the Year ended 31 December 2019

截至二零一九年十二月三十一日止年度

Property

development

Property

investment Others Total

物業發展 物業投資 其他 總計

RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

Types of goods or services 商品或服務類型

Sales of properties 銷售物業

Residential apartments 住宅性公寓 38,188,179 – – 38,188,179

Commercial apartments 商業性公寓 3,193,774 – – 3,193,774

Retail shops and others 零售商舖及其他 4,954,601 – – 4,954,601

Low-density residential 低密度住宅 1,754,271 – – 1,754,271

48,090,825 – – 48,090,825

Others 其他

Property management services 物業管理服務 – – 562,435 562,435

Sales of goods 銷售商品 – – 1,230,922 1,230,922

Others 其他 – – 373,957 373,957

– – 2,167,314 2,167,314

Revenue from contracts

with customers

客戶合約收益

48,090,825 – 2,167,314 50,258,139

Property investment

Commercial and retail shops

物業投資

商業中心及商鋪 – 273,011 – 273,011

Total 總計 48,090,825 273,011 2,167,314 50,531,150

Timing of revenue recognition 收入確認時間

At a point of time 於某一時點 48,090,825 – 1,344,571 49,435,396

Recognised over time 於一時段內 – – 822,743 822,743

48,090,825 – 2,167,314 50,258,139

Rental income 租金收入 – 273,011 – 273,011

Total 總計 48,090,825 273,011 2,167,314 50,531,150

5. 營業額

客戶合約收益分析

– F-169 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

5. Revenue (continued)

Disaggregation of revenue from contracts with customers (continued)

For the Year ended 31 December 2018

截至二零一八年十二月三十一日止年度

Property

development

Property

investment Others Total

物業發展 物業投資 其他 總計

RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

Types of goods or services 商品或服務類型

Sales of properties 銷售物業

Residential apartments 住宅性公寓 18,458,948 – – 18,458,948

Commercial apartments 商業性公寓 5,293,476 – – 5,293,476

Retail shops and others 零售商舖及其他 4,755,335 – – 4,755,335

Low-density residential 低密度住宅 1,231,967 – – 1,231,967

29,739,726 – – 29,739,726

Others 其他

Property management services 物業管理服務 – – 375,716 375,716

Sales of goods 銷售商品 – – 379,768 379,768

Others 其他 – – 324,854 324,854

– – 1,080,338 1,080,338

Revenue from contracts

with customers

客戶合約收益

29,739,726 – 1,080,338 30,820,064

Property investment

Commercial and retail shops

物業投資

商業中心及商鋪 – 185,770 – 185,770

Total 總計 29,739,726 185,770 1,080,338 31,005,834

Timing of revenue recognition 收入確認時間

At a point of time 於某一時點 29,739,726 – 449,143 30,188,869

Recognised over time 於一時段內 – – 631,195 631,195

29,739,726 – 1,080,338 30,820,064

Rental income 租金收入 – 185,770 – 185,770

Total 總計 29,739,726 185,770 1,080,338 31,005,834

5. 營業額（續）

客戶合約收益分析（續）

– F-170 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

5. Revenue (continued)

Disaggregation of revenue from contracts with customers (continued)

Performance obligations for contracts with customers

The Group recognises revenue from goods and services from

the following major sources:

• Sales of properties;

• Property management services; and

• Sales of goods.

For contracts entered into with customers on sales of

properties, the relevant properties specified in the contracts

will be delivered to specified customers with no alternative

use on the relevant properties. Taking into consideration of the

relevant contract terms, the legal environment and relevant

legal precedent, it is concluded that the Group does not have

an enforceable right to payment prior to transfer of the relevant

properties to customers. Revenue from sales of properties is

therefore recognised at a point in time when the completed

property is transferred to customers, being at the point that

the customer obtains the control of the completed property

and the Group has present right to payment and collection of

the remaining consideration is probable.

5. 營業額（續）

客戶合約收益分析（續）

客戶合同的履約責任

本集團確認來自以下主要來源的貨品及

服務收入：

• 銷售物業；

• 物業管理服務；及

• 銷售商品。

就出售物業與客戶訂立的合約而言，合

約中規定的相關物業將交付予指定客戶

時相關物業並無其他替代用途。經考慮

相關合約條款、法律環境及相關法律先

例，其認為，在轉讓相關物業予客戶

前，本集團並無收取付款的可強制執行

權利。因此，出售物業的收益於已竣工

物業轉讓予客戶的時間點確認，即客戶

獲得已竣工物業的控制權而本集團擁有

收取付款之現時權利及可能收取剩餘代

價的時間點。

– F-171 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

5. Revenue (continued)

Disaggregation of revenue from contracts with customers (continued)

Performance obligations for contracts with customers

(continued)

The Group receives certain percentage of the contract

value as deposits from customers when they sign the sale

and purchase agreement. However, depending on market

conditions, the Group may offer customers a discount

compared to the listed sales price, provided that the customers

agree to pay the balance of the consideration early while

construction is still ongoing. Such advance payment schemes

result in contract liabilities being recognised throughout the

property construction period for the full amount of the contract

price.

For property management services income from properties

managed, where the Group acts as principal and is primary

responsible for providing the property management services to

the property owners. As the property owners simultaneously

receives and consumes the benefit provided by the Group’s

performance as the Group performs, the Group recognises the

fee received or receivable from property owners as its revenue

over time and all related property management costs as its

cost of services.

5. 營業額（續）

客戶合約收益分析（續）

客戶合同的履約責任（續）

在簽訂買賣協議時，本集團自客戶收取

合約價值的若干百分比作為按金。然

而，取決於付款計劃，本集團可能向客

戶提供較所列出售價有所折讓的價格，

惟客戶須同意在建築仍在施工過程中提

早支付代價結餘。該預先付款計劃導致

於物業建設期確認有關合約價格全款的

合同義務。

就管理物業所得物業管理服務收益而

言，本集團作為委託人且主要負責向業

主提供物業管理服務。由於於本集團履

約時，業主同時取得並耗用本集團履約

所提供的利益，本集團將已收或應收業

主的費用隨著時間的流逝確認為收益並

將所有相關物業管理成本確認為服務成

本。

– F-172 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

5. Revenue (continued)

Disaggregation of revenue from contracts with customers (continued)

Performance obligations for contracts with customers

(continued)

For sales of goods, revenue is recognised when the customer

obtains the control of the goods, being at the point the goods

are delivered to the customer’s specific location, the Group has

present right to payment and the collection of the consideration

is probable.

The following table shows how much of the revenue

recognised in the current year relates to carried-forward

contract liabilities.

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Revenue recognised that was included in

the contract liabilities balance at the

beginning of the year

於年初計入合同義務的

已確認營業額

35,674,528 24,212,040

5. 營業額（續）

客戶合約收益分析（續）

客戶合同的履約責任（續）

就銷售商品而言，收益於客戶獲得商品

控制權（即商品交付至客戶的指定地點

時），且本集團現時有權收取付款並很可

能收回代價時的某一時間點確認。

下表列示於本年度就結轉合同義務確認

的營業額。

– F-173 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

6. Segment Information

Information regularly reported to the Group’s chief executive

officer (the chief operating decision maker) for the purposes of

resource allocation and assessment of performance focuses

on the type of operation. The Group’s reportable and operating

segments under IFRS 8 Operating Segments are as follows:

Property development – development and sale of properties

Property investment – lease of investment properties

Others – hotel operation, provision of property

management services and sales of

goods

No operating segments have been aggregated in arriving at the

reportable segments of the Group. The following is an analysis

of the Group’s revenue and results by reportable and operating

segments:

Year ended 31 December 2019

截至二零一九年十二月三十一日止年度

Property

development

Property

investment Others Total

物業發展 物業投資 其他 總計

RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

External segment revenue 外在分部營業額 48,090,825 273,011 2,167,314 50,531,150

Segment profit (loss) 分部溢利（虧損） 10,578,281 441,168 (10,123) 11,009,326

Other income, gains and losses 其他收入、收益及虧損 428,973

Gain on disposal of subsidiaries 出售附屬公司收益 174,726

Unallocated corporate expenses 未分配企業開支 (254,789)

Share of results of joint ventures 應佔合營企業業績 (45,235)

Share of results of associates 應佔聯營公司業績 (5,332)

Finance costs 融資成本 (718,177)

Profit before tax 除稅前溢利 10,589,492

6. 分部資料

為分配資源及評估業績而已向本集團行

政總裁（主要營運決策者）定期報告的資料

專注於業務類型。本集團根據國際財務

報告準則第8號經營分部的可報告及營運

分部如下：

物業發展 － 發展及銷售物業

物業投資 － 租賃投資物業

其他 － 經營酒店、提供物業管

理服務及銷售貨物

在達成本集團可呈報分部時並無合併經

營分部。以下是本集團按可呈報及營運

分部劃分的營業額及業績分析：

– F-174 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

6. Segment Information (continued)

Year ended 31 December 2018

截至二零一八年十二月三十一日止年度

Property

development

Property

investment Others Total

物業發展 物業投資 其他 總計

RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

External segment revenue 外在分部營業額 29,739,726 185,770 1,080,338 31,005,834

Segment profit 分部溢利 6,321,120 916,491 193,899 7,431,510

Other income, gains and losses 其他收入、收益及虧損 (198,097)

Gain on disposal of subsidiaries 出售附屬公司虧損 222,012

Unallocated corporate expenses 未分配企業開支 (125,260)

Share of results of joint ventures 應佔合營企業業績 36,558

Share of results of associates 應佔聯營公司業績 (1,872)

Finance costs 融資成本 (410,559)

Profit before tax 除稅前溢利 6,954,292

The accounting policies of the reportable and operating

segments are the same as the Group’s accounting policies

described in note 3. Segment results represent the profit

generated or loss incurred by each segment without allocation

of central administration costs including directors’ salaries,

head office operating expenses, certain amount of other

income, gains and losses, finance costs, share of results

of associates and joint ventures and gain on disposal of

subsidiaries. This is the measure reported to the Group’s chief

executive officer for the purposes of resource allocation and

performance assessment.

6. 分部資料（續）

可報告及營運分部的會計政策與附註3

所述本集團的會計政策相同。分部業績

指各分部所產生溢利或虧損，並未分配

中央行政成本（包括董事薪金、總部經營

開支、其他收入、收益及虧損的若干金

額、融資成本、應佔聯營公司及合營企

業業績及出售附屬公司收益（虧損））。此

乃為作出資源分配及業績評估而向本集

團行政總裁報告的方式。

– F-175 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

6. Segment Information (continued)

The following is an analysis of the Group’s assets and liabilities

by reportable and operating segments:

Segment assets

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Property development 物業發展 194,626,996 131,226,532

Property investment 物業投資 10,136,687 8,886,419

Others 其他 2,250,766 1,473,303

Total segment assets 分部資產總值 207,014,449 141,586,254

Unallocated assets: 未分配資產：

Interests in joint ventures 於合營企業的權益 4,280,364 1,721,376

Interests in associates 於聯營公司的權益 1,584,516 217,131

Equity instruments at FVTOCI 按公平值計入其他全面收益的

股本工具 245,777 31,465

Deferred tax assets 遞延稅項資產 998,444 676,948

Amounts due from joint ventures 應收合營企業款項 2,483,612 1,412,873

Amounts due from associates 應收聯營公司款項 464,419 48,292

Tax recoverable 可收回稅金 2,913,645 1,967,938

Financial assets at FVTPL 按公平值計入損益的金融資產 574,400 524,400

Structured deposits 結構性存款 704,500 1,328,000

Restricted bank deposits 受限制銀行存款 9,312,790 2,281,255

Bank balances and cash 銀行結餘及現金 58,042,554 36,012,289

Others 其他 1,260,963 1,049,998

Consolidated assets 綜合資產 289,880,433 188,858,219

6. 分部資料（續）

以下是本集團按可報告及營運分部劃分

的資產及負債分析：

分部資產

– F-176 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

6. Segment Information (continued)

Segment liabilities

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Property development 物業發展 133,685,265 90,461,280

Property investment 物業投資 82,955 60,863

Others 其他 737,593 459,852

Total segment liabilities 分部負債總額 134,505,813 90,981,995

Unallocated liabilities: 未分配負債：

Bank and other borrowings 銀行及其他借款 68,960,738 40,751,350

Senior notes and bonds 優先票據及債券 26,803,192 16,970,161

Amounts due to joint ventures 應付合營企業款項 12,713,851 2,402,017

Amounts due to associates 應付聯營公司款項 116,632 49

Tax liabilities 稅項負債 8,081,061 5,534,968

Deferred tax liabilities 遞延稅項負債 1,441,881 1,184,072

Others 其他 260,657 299,761

Consolidated liabilities 綜合負債 252,883,825 158,124,373

For the purposes monitoring segment performances and

allocating resources among segments:

• all assets are allocated to reportable and operating

segments other than certain amount of right-of-use

assets and property, plant and equipment, interests

in associates and joint ventures, equity instruments at

FVTOCI, deferred tax assets, amounts due from joint

ventures and associates, tax recoverable, financial assets

at FVTPL, structured deposits, restricted bank deposits,

bank balances and cash and other assets not attributable

to respective segment.

6. 分部資料（續）

分部負債

就監察分部業績及在分部間分配資源而

言：

• 所有資產將獲分配至可報告及營運

分部，惟並非屬各分部應佔的使用

權資產及物業、廠房及設備的若干

金額、於聯營公司及合營企業的權

益、按公平值計入其他全面收益的

股本工具、遞延稅項資產、應收合

營企業及聯營公司款項、可收回稅

金、按公平值計入損益之金融資

產、衍生金融工具、結構性存款、

受限制銀行存款、銀行結餘及現金

以及其他資產除外。

– F-177 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

6. Segment Information (continued)

Segment liabilities (continued)

• all liabilities are allocated to reportable and operating

segments other than bank and other borrowings, senior

notes and bonds, amounts due to joint ventures and

associates, tax liabilities, deferred tax liabilities and

certain amount of lease liabilities/obligations under

finance leases not attributable to respective segment.

Other segment information

Year ended 31 December 2019

截至二零一九年十二月三十一日止年度

Property

development

Property

investment Others Unallocated Total

物業發展 物業投資 其他 未分配 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts included in the measure of

segment profit or loss or segment

assets:

已於計量分部損益

或分部資產時計入的金額：

Additions of property, plant and

equipment

物業、廠房及設備添置116,153 – 901,527 267,978 1,285,658

Additions of investment properties 投資物業添置 – 633,129 – – 633,129

Additions of right-of-use assets 使用權資產添置 235,414 – 365,713 – 601,127

Depreciation of property, plant and

equipment

物業、廠房及設備折舊63,326 – 84,401 23,113 170,840

Amortisation of intangible assets 無形資產攤銷 – – 1,175 – 1,175

Depreciation of right-of-use assets 使用權資產折舊 56,118 – 61,571 50,662 168,351

Loss on disposal of property, plant and

equipment

出售物業、廠房及設備虧損417 – – – 417

Impairment losses on trade and other

receivables

貿易及其他應收款項減值虧損87,637 – 3,547 – 91,184

Change in fair value of investment

properties

投資物業公平值變動– 393,912 – – 393,912

Recognition of increase in fair value of

completed properties upon transfer to

investment properties

於轉移至投資物業後

確認可供銷售已竣工

物業的公平值變動 – 3,392 – – 3,392

6. 分部資料（續）

分部負債（續）

• 所有負債將獲分配至可報告及營運

分部，惟並非屬各分部應佔的銀行

及其他借款、優先票據及債券、應

付合營企業及聯營公司款項、稅項

負債、遞延稅項負債及租賃負債╱

融資租賃承擔的若干金額除外。

其他分部資料

– F-178 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

6. Segment Information (continued)

Other segment information (continued)

Year ended 31 December 2018

截至二零一八年十二月三十一日止年度

Property

development

Property

investment Others Unallocated Total

物業發展 物業投資 其他 未分配 總計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts included in the measure of

segment profit or loss or segment

assets:

已於計量分部損益

或分部資產時計入的金額：

Additions of property, plant and

equipment

物業、廠房及設備添置

368,748 – 69,845 500,391 938,984

Additions of investment properties 投資物業添置 – 206,412 – – 206,412

Depreciation of property, plant and

equipment

物業、廠房及設備折舊

41,889 – 53,164 23,296 118,349

Amortisation of intangible assets 無形資產攤銷 – – 1,098 – 1,098

Release of prepaid lease payments 預付租賃付款撥回 – – 435 7,168 7,603

Gain on disposal of property, plant and

equipment

出售物業、廠房及設備收益

7,374 – 226 36 7,636

Impairment losses on trade and other

receivables

貿易及其他應收款減值虧損

19,700 – 5,174 – 24,874

Change in fair value of investment

properties

投資物業公平值變動

– 544,467 – – 544,467

Recognition of increase in fair value of

completed properties upon transfer to

investment properties

於轉移至投資物業後確認可供銷

售已竣工物業的公平值變動

– 320,741 – – 320,741

6. 分部資料（續）

其他分部資料（續）

– F-179 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

6. Segment Information (continued)

Geographical information

The Group’s operations and location of non-current assets

are substantially in the PRC. Information about the Group’s

revenue from continuing operations from external customers

is presented based on location of the operations. Information

about the Group’s non-current assets is presented based on

the geographical location of the assets. All non-current assets

are allocated to reportable and operating segments other

than equity instruments at FVTOCI, deferred tax assets, trade

and other receivables, amounts due from non-controlling

shareholders of subsidiaries and joint ventures.

Revenue from

external customers

for the year ended

31 December

截至十二月三十一日止年度

來自外部客戶的收入

Non-current assets

as at 31 December

於十二月三十一日

的非流動資產

2019 2018 2019 2018

二零一九年 二零一八年 二零一九年 二零一八年

RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

Mainland China 中國大陸 48,687,593 30,529,394 24,141,505 14,701,017

Hong Kong 香港 – – 163,006 22,435

Australia 澳洲 1,837,039 433,220 6,876 5,656

Canada 加拿大 6,518 43,220 27,621 18,040

50,531,150 31,005,834 24,339,008 14,747,148

Information about major customers

There is no individual customer who contributed over 10%

of the total revenue of the Group during the years ended 31

December 2019 and 2018.

6. 分部資料（續）

地區資料

本集團經營業務及非流動資產地點主要

位於中國。有關本集團來自外部客戶持

續經營收益的資料根據經營地點呈列。

有關本集團非流動資產的資料根據資產

的地理位置呈列。除按公平值計入其他

全面收益的股本工具、遞延稅項資產、

貿易及其他應收款、應收附屬公司非控

股股東款項及合營企業款項外，所有非

流動資產均分配至可報告及營運分部。

有關主要客戶的資料

於截至二零一九年及二零一八年十二月

三十一日止年度，概無個別客戶所佔本

集團的總營業額超過10%。

– F-180 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

7. Other Income, Gains and Losses

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Exchange losses, net 匯兌虧損淨額 (151,073) (605,329)

Gain on change in fair value of financial

assets at FVTPL

指定為按公平值計入損益的

金融資產公平值變動收益 – 24,400

Investment return from financial assets at

FVTPL

來自按公平計入損益之

金融資產投資回報 33,595 –

Investment return from structured deposits 結構性存款投資回報 52,909 –

Gain on change in fair value of derivative

financial instruments

衍生金融工具公平值變動收益

– 46

Bank interest income 銀行利息收入 360,465 179,231

Other interest income 其他利息收入 83,049 78,902

Government subsidy 政府補貼 11,480 47,144

(Loss) gain on disposal of property,

plant and equipment

出售物業、廠房及

設備（虧損）收益 (417) 7,636

Gain on disposal of a joint venture 出售一間合營企業收益 4,328 –

Dividend income from equity instruments

at FVTOCI

來自按公平值計入其他

全面收益之股本工具

之股息收入 – 2,268

Impairment losses on trade and other

receivables

貿易及其他應收款

減值虧損 (91,184) (24,874)

Others (note) 其他（附註） 34,637 67,605

337,789 (222,971)

Note: Others mainly include the forfeited deposits from customers.

7. 其他收入、收益及虧損

附註： 其他主要包括沒收客戶訂金。

– F-181 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

8. 融資成本

資本化利息乃因本集團的一般借款總額

而產生，按合格資產的開支的資本化比

率約每年7.96%（二零一八年：6.95%）計

算。

8. Finance Costs

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Interest on: 以下各項的利息：

Bank and other borrowings 銀行及其他借款 5,094,512 2,584,411

Loans from non-controlling shareholders

of subsidiaries

來自附屬公司非控股股東

的貸款 118,576 150,139

Senior notes and bonds (note 43) 優先票據及債券（附註43） 2,076,100 1,140,333

Amount due to a joint venture 應付一間合營企業款項 52,471 64,800

Other payables 其他應付款 32,518 29,587

Lease liabilities/Obligations under finance

leases

租賃負債╱融資租賃承擔

77,462 6,644

Total borrowing costs 借貸成本總額 7,451,639 3,975,914

Less: amounts capitalised to properties

under development for sale

減：已就可供銷售在建物業

資本化的金額 (6,697,978) (3,515,793)

amounts capitalised to investment

properties under construction

已就在建投資物業資本化

的金額 (35,484) (49,562)

718,177 410,559

Interest capitalised arose on the general borrowing pool of

the Group was calculated by applying a capitalisation rate of

approximately 7.96% (2018: 6.95%) per annum to expenditure

on the qualifying assets.

– F-182 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

9. 除稅前溢利9. Profit Before Tax

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Profit before tax has been arrived at after

charging (crediting):

除稅前溢利乃於扣除（計入）

以下各項後達致：

Auditors’ remuneration 核數師酬金 8,610 7,180

Directors’ emoluments (note 11) 董事酬金（附註11） 34,789 15,909

Other staffs’ salaries 其他員工薪金 1,877,293 1,452,888

Other staffs’ retirement benefit scheme

contributions

其他員工之

退休福利計劃供款 112,364 81,343

Other staffs’ share-based payments 其他員工之以股份為基礎的付款 4,057 7,830

Total staff costs 員工成本總額 2,028,503 1,557,970

Less: amounts capitalised to properties

under development for sale

減：已就可供銷售在建物業

資本化的金額 (565,462) (590,624)

1,463,041 967,346

Cost of properties for sale/inventories

recognised as an expense

確認為開支的可供銷售

物業╱存貨成本 34,696,000 20,921,785

Release of prepaid lease payments 預付租賃付款撥回 – 7,603

Depreciation of property, plant and equipment 物業、廠房及設備折舊 170,840 118,349

Depreciation of right-of-use assets 使用權資產折舊 168,351 –

Amortisation of intangible assets

(included in administrative expenses)

無形資產攤銷

（計入行政開支） 1,175 1,098

Loss (gain) on disposal of property,

plant and equipment

出售物業、廠房及設備

虧損（收益） 417 (7,636)

Rental expenses in respect of rented

premises under operating leases

根據經營租賃已出租樓宇租金開支

– 102,524

Gross rental income in respect of

investment properties

與投資物業有關的總租金收入

(273,011) (185,770)

Less: direct operating expenses from

investment properties that generated

rental income during the year

減：就於年內產生租金收入的

投資物業的直接經營開支

159,631 47,520

(113,380) (138,250)

– F-183 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

10. 所得稅開支

根據中華人民共和國企業所得稅法（「企

業所得稅法」）及企業所得稅法實施條

例，中國附屬公司的稅率自二零零八年

一月一日起為25%。

根據財稅[2011]58號及國家稅務總局公告

[2012]年第12號，於二零一九年及二零

一八年，本集團的附屬公司重慶穗奧物

業管理服務有限公司及重慶奧園廣場商

業管理有限公司，以及成立於中國西部

地區的廣州奧園物業服務有限公司分公

司在西部地區發展的企業享有優惠所得

稅政策，並於兩個年度按15%的優惠稅

率支付企業所得稅。

10. Income Tax Expense

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Income tax expense recognised

comprises of:

已確認所得稅開支包括：

Current tax: 即期稅項：

PRC 中國

Enterprise Income Tax (“EIT”) 企業所得稅（「企業所得稅」） 3,396,796 2,067,166

Overprovision in prior year 過往年度超額撥備 (1,450) –

LAT 土地增值稅 1,941,866 1,925,216

Other jurisdiction 其他司法權區 99,192 –

5,436,404 3,992,382

Deferred tax (note 23) 遞延稅項（附註23）

PRC 中國 (46,700) 16,287

Other jurisdictions 其他司法權區 (22,042) 6,156

(68,742) 22,443

Income tax expense for the year 年內所得稅開支 5,367,662 4,014,825

Under the Law of the People’s Republic of China on EIT (the

“EIT Law”) and Implementation Regulation of the EIT Law, the

tax rate of the PRC subsidiaries is 25% from 1 January 2008

onwards.

According to the provisions of Caishui [2011] No.58 and

Guoshui [2012] No.12, Chongqing Sui’ao Property Management

Services Company Limited and Chongqing Aoyuan Square

Commercial Management Company Limited., subsidiaries

of the Group and branches of Guangzhou Aoyuan Property

Services Company Limited, established in the western region

of PRC, enjoy preferential income tax policies for enterprises

developing in the western regions in 2019 and 2018, and pay

enterprise income tax at a reduced rate of 15% for both years.

– F-184 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

10. 所得稅開支（續）

根據財稅[2019]13號及國稅[2019]2號，

本集團附屬公司天津奧悅家商業管理有

限公司、天津奧園悅美居商業管理有限

公司、天津奧園悅健康管理有限公司、

昆山奧園物業管理服務有限公司、廣州

倚蓮半島物業服務有限公司、廣州重慶

潤輝物業管理有限公司及湘潭雅高物業

有限責任公司於本年度就小型及低利潤

企業可享用優惠所得稅政策。

根據中華人民共和國土地增值稅暫行條

例（「土地增值稅暫行條例」）及土地增值稅

暫行條例實施細則，中國附屬公司的稅

率乃按土地價值增值（即銷售物業所得款

項減扣稅開支（包括土地使用權成本及相

關物業發展開支））累進稅率30%至60%

不等計算。

由於本集團收入並非於香港發生或產

生，故並無於綜合財務報表內作出香港

利得稅撥備。

根據澳洲稅法，在澳洲註冊成立之實體

本年度所用應課稅溢利稅率為30%（二零

一八年：30%）。本公司的澳洲附屬公司

被視為一個所得稅綜合群體及按單一實

體課稅。根據加拿大稅法，在加拿大註

冊成立之實體本年度所用應課稅溢利稅

率為26.5%（二零一八年：26.5%）。截至

二零一九年十二月三十一日止年度的綜

合財務報表已就澳洲及加拿大利得稅作

出稅項撥備，原因是兩個司法權區均產

生應課稅溢利（二零一八年：無）。

10. Income Tax Expense (continued)

According to the provisions of Caishui [2019] No.13

and Guoshui [2019] No.2, Tianjin Aoyuejia Commercial

Management Company Limited, Tianjin Aoyuan Yuemeiju

Commercial Management Company Limited, Tianjin Aoyuan

Yue Healthy Management Company Limited., Kunshan

Aoyuan Property Management Services Company Limited,

Guangzhou Yilian Peninsula Property Services Company

Limited, Guangzhou Chongqing Runhui Property Management

Company Limited and Xiangtan Yagao Property Management

Company Limited, subsidiaries of the Group, enjoy preferential

income tax policies for the small and low profit enterprises

during the current year.

Under the Provisional Regulations of the People’s Republic

of China on LAT (the “LAT Provisional Regulations”) and

Implementation Regulation of the LAT Provisional Regulations,

the tax rate of the PRC subsidiaries is levied at progressive

rates ranging from 30% to 60% on the appreciation of land

value, being the proceeds of sales of properties less deductible

expenditures including cost of land use rights and relevant

property development expenditures.

No provision for Hong Kong profits tax has been made in

the consolidated financial statements as the Group’s income

neither arises in, nor is derived from, Hong Kong.

Under Australian tax law, the tax rate used for the year is 30%

(2018: 30%) on taxable profits on Australian incorporated

entities. The Australian subsidiaries of the Company are

considered as an income tax consolidated group and are taxed

as a single entity. Under Canadian tax law, the tax rate used

for the year is 26.5% (2018: 26.5%) on taxable profits on

Canadian incorporated entities. Tax provision for Australian and

Canadian profits tax has been made in the consolidated financial

statements for the year ended 31 December 2019 as there

were assessable profits arises in both jurisdictions (2018: nil).

– F-185 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

10. Income Tax Expense (continued)

The income tax expense for the year can be reconciled to the

profit before tax per consolidated statement of profit or loss

and other comprehensive income as follows:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Profit before tax 除稅前溢利 10,589,492 6,954,292

Tax charge at domestic tax rate of 25% 按本地稅率25%計算的稅項支出 2,647,373 1,738,573

Tax effect of share of results of joint

ventures and associates

應佔合營企業及聯營公司業績的稅

務影響 12,642 (8,671)

Tax effect of expenses not deductible

for tax purpose

不可扣稅開支的稅務影響

696,344 508,887

Tax effect of income not taxable for tax

purpose

毋須課稅收入的稅務影響

(12,684) (58,991)

Tax effect of tax losses not recognised 未確認稅項虧損的稅務影響 451,513 229,795

Utilisation of tax losses previously not

recognised

動用先前未確認稅項虧損

(35,040) (16,831)

LAT provision 土地增值稅撥備 1,941,866 1,925,216

Tax effect of LAT 土地增值稅的稅務影響 (485,467) (481,304)

Deferred tax effect of LAT on revaluation

of investment properties

重估投資物業的土地增值稅

的遞延稅項影響 43,265 178,168

Effect of different tax rate of subsidiaries

operating in other jurisdictions

在其他司法權區經營業務的

附屬公司應用不同稅率的影響 14,780 1,026

Withholding tax on undistributed profit 未分派溢利之預扣稅 97,000 –

Differential tax rate on temporary

differences of subsidiaries

附屬公司暫時性差額之稅率差別

(2,480) (1,365)

Overprovision in respective of prior year 過往年度超額撥備 (1,450) –

Others 其他 – 322

Income tax expense for the year 年內所得稅開支 5,367,662 4,014,825

10. 所得稅開支（續）

年內的所得稅開支與綜合損益及其他全

面收益表內的除稅前溢利對賬如下：

– F-186 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

11. 董事、主要行政人員及僱員酬金

年內董事及主要行政人員的薪酬（依照適

用上市規則及香港公司條例披露）如下：

11. Directors’, Chief Executive’s and Employees’ Remuneration

Directors’ and chief executive’s remuneration for the year,

disclosed pursuant to the applicable Listing Rules and Hong

Kong Companies Ordinance, is as follows:

Fees

Salaries and

allowances

Performance

related bonus

Share-based

payments

Retirement

benefit Total

袍金 薪金及津貼

按表現發放

的花紅

以股份為

基礎之付款 退休福利 合計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

(note)

（附註）

Year ended 31 December 2019 截至二零一八年

十二月三十一日止年度

Executive director: 執行董事：

Guo Zi Wen 郭梓文 – 3,494 539 – 48 4,081

Guo Zi Ning 郭梓寧 – 3,432 780 – 32 4,244

Zhong Ping (retired on 15 April 2019) 鍾平

（於二零一九年四月十五日辭任） – 936 320 714 13 1,983

Ma Jun 馬軍 – 3,508 5,600 1,659 32 10,799

Chan Ka Yeung Jacky

(appointed on 15 April 2019)

陳嘉揚

（於二零一九年四月十五日委任） – 4,582 6,658 1,439 11 12,690

Independent non-executive director: 獨立非執行董事：

Tsui King Fai 徐景輝 358 – – – – 358

Cheung Kwok Keung 張國強 352 – – – – 352

Hu Jiang 胡江 282 – – – – 282

992 15,952 13,897 3,812 136 34,789

– F-187 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

11. 董事、主要行政人員及僱員酬金（續）

附註： 按表現發放的花紅根據本集團於截至二零一九年及二零一八年十二月三十一日止年度合同銷售或境外融資金額百分比釐定。

上表所示執行董事薪酬乃主要就其管理本公司及本集團事務之相關服務而授予。

上表所示獨立非執行董事薪酬乃主要就其作為本公司執行董事所提供服務而授予。

郭梓寧先生亦為本公司行政總裁，其於上表內所披露薪酬包括其作為行政總裁所提供服務之相關薪酬。

於本年度或上一年度，概無董事放棄任何薪酬及概無董事因加入或已應邀加入本公司而獲取任何獎金。

11. Directors’, Chief Executive’s and Employees’ Remuneration (continued)

Fees

Salaries and

allowances

Performance

related bonus

Share-based

payments

Retirement

benefit Total

袍金 薪金及津貼按表現發放的花紅

以股份為基礎之付款 退休福利 合計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元(note)

（附註）

Year ended 31 December 2018

截至二零一八年 十二月三十一日止年度

Executive director: 執行董事：Guo Zi Wen 郭梓文 – 2,571 – – 49 2,620

Guo Zi Ning 郭梓寧 – 2,394 755 – 34 3,183

Zhong Ping 鍾平 – 2,216 215 495 34 2,960

Ma Jun 馬軍 – 2,625 405 3,162 34 6,226

Independent non-executive director: 獨立非執行董事：Tsui King Fai 徐景輝 332 – – – – 332

Cheung Kwok Keung 張國強 327 – – – – 327

Hu Jiang 胡江 261 – – – – 261

920 9,806 1,375 3,657 151 15,909

Note: The performance related bonus is determined as a percentage of the

contract sales or amount in offshore financing of the Group for the year

ended 31 December 2019 and 2018.

The executive directors’ emoluments shown above were

mainly for their services in connection with the management

of the affairs of the Company and the Group.

The independent non-executive directors’ emoluments shown

above were mainly for their services as executive directors of

the Company.

Mr. Guo Zi Ning is also the Chief Executive of the Company

and his remuneration disclosed above includes those for

services rendered by him as the Chief Executive.

No directors waive any emolument during the current year

or the prior year and none of the directors have received any

inducement pay for joining or upon joining the Company.

– F-188 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

11. 董事、主要行政人員及僱員酬金（續）

僱員酬金

本集團五名最高薪酬人士中，三名（二零

一八年：三名）為本公司執行董事及主要

行政人員，彼等的酬金已載於以上本附

註中。其餘兩名（二零一八年：兩名）人士

的酬金如下：

薪酬範圍如下：

11. Directors’, Chief Executive’s and Employees’ Remuneration (continued)

Employees’ emoluments

Of the five individuals with the highest emoluments in the

Group, three (2018: three) were executive directors and the

Chief Executive of the Company whose emoluments are

included in the disclosures in this note above. The emoluments

of the remaining two (2018: two) individual was as follows:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Salaries and allowances 薪金及津貼 6,265 6,749

Performance related bonus 按表現發放的花紅 750 3,524

Share-based payments 以股份為基礎之付款 2,388 4,164

Retirement benefit 退休福利 64 37

9,467 14,474

The emoluments were within the following bands:

2019 2018

二零一九年 二零一八年No. of

employeesNo. of

employees

僱員人數 僱員人數

HK$5,000,001 to HK$5,500,000 (equivalent

to RMB4,479,001 to RMB4,927,000)

5,000,001港元至5,500,000 港元

（相等於人民幣4,479,001元至

人民幣4,927,000元） 1 –

HK$5,500,001 to HK$6,000,000 (equivalent

to RMB4,927,001 to RMB5,375,000)

5,500,001 港元至6,000,000港元

（相等於人民幣4,927,001元

至人民幣5,375,000元） 1 –

HK$7,000,001 to HK$7,500,000 (equi valent

to RMB6,133,001 to RMB6,572,000)

7,000,001港元至7,500,000港元

（相等於人民幣6,133,001元

至人民幣6,572,000元） – 1

HK$9,000,001 to HK$9,500,000 (equivalent

to RMB7,886,001 to RMB8,324,000)

9,000,001港元至9,500,000港元

（相等於人民幣7,886,001元至

人民幣8,324,000元） – 1

– F-189 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

11. 董事、主要行政人員及僱員酬金（續）

僱員酬金（續）

年內，本集團並無支付任何酬金予任何董事或五名最高薪酬人士（包括董事及僱員）作為加入或於加入本集團時的獎賞或離職時的補償。

12. 股息

於報告期間結束後，計及於報告日期已發行的2,690,383,354股普通股，董事會建議就截至二零一九年十二月三十一日止年度派付末期股息每股普通股人民幣55分（等於60.1港仙）（合共人民幣1,479,711,000元（約等於1,616,920,000

港元）），惟須待本公司股東於應屆股東週年大會批准方告作實。報告期末後建議派付的末期股息並無於本綜合財務報表確認為負債。

11. Directors’, Chief Executive’s and Employees’ Remuneration (continued)

Employees’ emoluments (continued)

During the year, no emolument was paid by the Group to any

of the directors or the five highest paid individuals (including

directors and employees) as an inducement to join or upon

joining the Group or as compensation for loss of office.

12. Dividends

2019 2018

二零一九年 二零一八年RMB’000 RMB’000

人民幣千元 人民幣千元

Dividends, recognised as distribution

during the year:

股息，確認為年內分派：

2018 final dividend of RMB36 cents

(2018: 2017 final dividend RMB25 cents)

per share

二零一八年末期股息– 每股

人民幣36分（二零一八年：

二零一七年末期股息

人民幣25分） 990,794 670,393

Subsequent to the end of the reporting period, a final dividend

in respect of the year ended 31 December 2019 of RMB55

cents (equivalent to HK60.1 cents) per ordinary share, in

an aggregate amount of RMB1,479,711,000 (equivalent

to approximately HK$1,616,920,000), taking into account

the 2,690,383,354 ordinary shares in issue at the reporting

date, have been proposed by the Board of Directors and is

subject to approval by the shareholders of the Company in

the forthcoming annual general meeting. The final dividend

proposed after the end of the reporting period have not

been recognised as liabilities in these consolidated financial

statements.

– F-190 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

13. 每股盈利

本公司擁有人應佔每股基本及攤薄盈利

乃根據下列數據計算：

13. Earnings Per Share

The calculation of the basic and diluted earnings per share

attributable to owners of the Company is based on the

following data:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Earnings 盈利

Earnings for the purposes of basic and

diluted earnings per share, being profit

for the year attributable to owners of

the Company

就每股基本及攤薄盈利而言的

盈利，即本公司擁有人

應佔年內溢利

4,200,780 2,408,877

Adjustment to over-allotment option

issued by a subsidiary

對附屬公司發行之超額配售權之

調整 (28) –

Earnings for the purposes of diluted

earnings per share

就每股攤薄盈利而言之盈利

4,200,752 2,408,877

2019 2018

二零一九年 二零一八年

’000 ’000

千元 千元

Number of shares 股份數目

Weighted average number of ordinary

shares for the purpose of basic earnings

per share

就每股基本盈利而言的普通股

加權平均數

2,684,558 2,679,195

Effect of dilutive potential ordinary shares: 普通股潛在攤薄影響

– Share options －購股權 5,514 392

Weighted average number of ordinary

shares for the purpose of diluted earnings

per share

就每股攤薄盈利而言的普通股

加權平均數

2,690,072 2,679,587

– F-191 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

14. 物業、廠房及設備14. Property, Plant and Equipment

Buildings

Building under development/Construction

in progressOffice

equipmentTransportation

vehiclesLeasehold

improvementsPlant and

machinery Total

樓宇發展中樓宇╱在建工程 辦公設備 運輸車輛 租賃物業裝修 廠房及機器 合計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

COST 成本At 1 January 2018 於二零一八年一月一日 592,367 101,387 163,271 68,122 139,394 55,023 1,119,564Exchange realignment 匯兌調整 (201) – (140) (39) (133) – (513)Additions 添置 19,544 279,882 84,915 505,248 49,395 – 938,984Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） 80,490 – 10,260 634 118,087 – 209,471Transferred from property under development 轉撥自在建物業 – 481,899 – – – – 481,899Disposals of subsidiaries 出售附屬公司 (65,800) (541) (4,357) (188) (37,015) (55,023) (162,924)Disposals 出售 (15,299) – (2,865) (399) – – (18,563)

At 31 December 2018 於二零一八年十二月三十一日 611,101 862,627 251,084 573,378 269,728 – 2,567,918Adjustments upon application of IFRS 16 於應用國際財務報告準則

第16號後作出調整 – – – (493,929) – – (493,929)

At 1 January 2019 (restated) 於二零一九年一月一日（經重列） 611,101 862,627 251,084 79,449 269,728 – 2,073,989Exchange realignment 匯兌調整 1,403 – 257 9 124 – 1,793Additions 添置 20,147 1,026,394 101,953 15,900 121,264 – 1,285,658Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） – – 5,411 1,785 10,405 – 17,601Transferred 轉撥 530,521 (530,521) – – – – –Disposals of subsidiaries 出售附屬公司 – – (3,046) (519) (11,416) – (14,981)Disposals 出售 (6,150) – (1,658) (1,954) – – (9,762)

At 31 December 2019 於二零一九年十二月三十一日 1,157,022 1,358,500 354,001 94,670 390,105 – 3,354,298

DEPRECIATION AND IMPAIRMENT 折舊及減值At 1 January 2018 於二零一八年一月一日 198,803 – 85,774 41,756 73,849 387 400,569Exchange realignment 匯兌調整 (31) – (36) (2) (6) – (75)Provided for the year 年內撥備 19,655 – 50,907 24,188 23,599 – 118,349Eliminated on disposals of subsidiaries 出售附屬公司時對銷 (119) – (112) (4) (64) (387) (686)Eliminated on disposals 出售時對銷 (6,067) – (969) (395) – – (7,431)

At 31 December 2018 於二零一八年十二月三十一日 212,241 – 135,564 65,543 97,378 – 510,726

Adjustments upon application of IFRS 16於應用國際財務報告準則 第16號後作出調整 – – – (10,977) – – (10,977)

At 1 January 2019 (restated) 於二零一九年一月一日（經重列） 212,241 – 135,564 54,566 97,378 – 499,749Exchange realignment 匯兌調整 268 – 98 1 26 – 393Provided for the year 年內撥備 44,039 – 75,744 17,318 33,739 – 170,840Eliminated on disposals of subsidiaries 出售附屬公司時對銷 – – (195) (71) (849) – (1,115)Eliminated on disposals 出售時對銷 (174) – (657) (1,181) – – (2,012)

At 31 December 2019 於二零一九年十二月三十一日 256,374 – 210,554 70,633 130,294 – 667,855

CARRYING VALUES 賬面值At 31 December 2019 於二零一九年十二月三十一日 900,648 1,358,500 143,447 24,037 259,811 – 2,686,443 At 31 December 2018 於二零一八年十二月三十一日 398,860 862,627 115,520 507,835 172,350 – 2,057,192

– F-192 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

14. 物業、廠房及設備（續）

上述物業、廠房及設備（發展中樓宇╱在

建工程除外）乃按下列估計可使用年期以

直線法進行折舊計算：

樓宇 相關租賃期或

每年3%-5%之較短者

辦公設備 三至五年

運輸車輛 三至十五年

租賃物業裝修 相關租賃期或

三至十年之較短者

廠房及機器 五至十五年

於截至二零一二年十二月三十一日止年

度，本集團管理層對包括於物業、廠房

及設備中「樓宇」類別之酒店物業作出估

值，酒店物業之賬面總值超出可收回金

額（即酒店物業公平值減出售成本）得出減

值虧損為人民幣125,000,000元。酒店物

業之公平值透過就酒店土地部分使用市

場法，而樓宇及構築物部分使用折舊重

置成本（「折舊重置成本」）法綜合所得出。

土地部分市場價值參考中國廣州可作比

較之土地交易得出。折舊重置成本法考

慮樓宇及修繕之現時重置成本，減去就

實際損耗及所有相關形式之陳舊及優化

作出之扣減。一般而言，在欠缺已知可

資比較市場銷售個案之情況下，折舊重

置成本法可提供最可靠之酒店物業價值

指標。本集團管理層認為，酒店物業的

賬面值與其可收回金額相若，且於截至

二零一九年及二零一八年十二月三十一

日止年度概無確認任何減值。

14. Property, Plant and Equipment (continued)

The above items of property, plant and equipment, except

building under development/construction in progress, are

depreciated on a straight-line basis over the following estimated

useful lives:

Buildings Over the shorter of the relevant lease

term or 3%-5% per annum

Office equipment 3 to 5 years

Transportation vehicles 3 to 15 years

Leasehold improvements Over the shorter of relevant lease

term or 3 to 10 years

Plant and machinery 5 to 15 years

During the year ended 31 December 2012, management of

the Group performed a valuation on a hotel property which

is included in “Buildings” category of property, plant and

equipment, and impairment loss of RMB125,000,000 has

been made according to the excess of the aggregate carrying

amounts of the hotel property over the recoverable amount

which is determined as the fair value less costs to sell of

this hotel property. The fair value of the hotel property was

arrived at using a combination of land portion of the hotel

which was assessed by the market approach, and buildings

and structures portion which was assessed by depreciated

replacement cost approach (“DRC”). The market value of land

portion was referenced to the comparable land transactions

in Guangzhou, the PRC. The DRC approach considers the

current cost of replacement of the buildings and improvements

less deductions for physical deterioration and all relevant

forms of obsolescence and optimisation. The DRC approach

generally furnishes the most reliable indication of value for the

hotel property in the absence of a known market based on

comparable sales. In the opinion of the management of the

Group, the carrying amount of hotel property approximates

to its recoverable amount and no impairment was recognised

during the years ended 31 December 2019 and 2018.

– F-193 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

14. 物業、廠房及設備（續）

於二零一九年十二月三十一日，已就本

集團所獲授若干銀行信貸而質押樓宇及

在建工程為數人民幣925,936,000元（二

零一八年：人民幣793,818,000元）。本

集團所有位於中國租賃土地的樓宇均按

中期租賃期限持有。

於二零一八年十二月三十一日，運輸車

輛人民幣482,952,000元乃根據融資租賃

持有。於二零一九年一月一日採用國際

財務報告準則第16號後，運輸車輛乃轉

撥至使用權資產（如附註2所披露）。

15. 使用權資產

14. Property, Plant and Equipment (continued)

As at 31 December 2019, buildings and construction in

progress of RMB925,936,000 (2018: RMB793,818,000) were

pledged for certain banking facilities granted to the Group. All

the buildings of the Group are situated on leasehold land in the

PRC under medium lease term.

As at 31 December 2018, transportation vehicles amounting to

RMB482,952,000 is held under finance leases. Upon adoption

of IFRS 16 on 1 January 2019, transportation vehicles were

transferred to right-of-use assets as disclosed in Note 2.

15. Right-of-Use Assets

Land Buildings

Office

equipment

Transportation

vehicles Total

租賃土地 樓宇 辦公設備 運輸車輛 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

As at 1 January 2019 於二零一九年一月一日Carrying amount 賬面值 362,969 271,554 2,563 482,952 1,120,038

As at 31 December 2019 於二零一九年十二月三十一日Carrying amount 賬面值 432,932 667,724 1,197 450,961 1,552,814

For the year ended 31 December 2019 截至二零一九年十二月

三十一日止年度Depreciation charge 折舊開支 (14,955) (119,842) (348) (33,206) (168,351)

Expense relating to short-term leases

and other leases with lease terms end

within 12 months of the date of initial

application of IFRS 16

與短期租賃及租期於首次應用國際財務報告準則第16號當日後12個月內屆滿之其他租賃有關之開支 71,925

Expense relating to leases of low-value

assets, excluding short-term leases

of low value assets

與低價值資產有關之開支（不包括低價值資產的短期租賃）

445

Total cash outflow for leases 租賃之現金流出總額 388,470

Additions to right-of-use assets 使用權資產添置 601,127

– F-194 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

15. 使用權資產（續）

於兩個年度，本集團就其經營租賃多個

辦公室及零售店舖。租賃合同按13個月

至40年不等之固定期限訂立及並無延期

及終止選擇。租賃條款乃在個別基礎上

磋商，包括各種不同條款及條件。於釐

定租期及評估不可撤銷期間的長度時，

本集團應用合同的定義並釐定合同可強

制執行的期間。

本集團定期就辦公設備及運輸車輛訂立

短期租賃、於二零一九年十二月三十一

日，短期租賃組合類似於在本附註中披

露短期租賃開支的短期租賃組合。

16. 預付租賃付款

付租賃款項賬面值指於中國根據中期租

賃持有的土地使用權，分析如下：

於二零一八年十二月三十一日，預付租

賃款項人民幣338,245,000元已就本集團

獲授若干銀行融資作抵押。本集團所有

預付租賃款項於中國根據中期租賃持有

的租賃土地。

15. Right-of-Use Assets (continued)

For both years, the Group leases various offices and retail

stores for its operations. Lease contracts are entered into

for fixed term of 13 months to 40 years, and do not have

extension and termination options. Lease terms are negotiated

on an individual basis and contain a wide range of different

terms and conditions. In determining the lease term and

assessing the length of the non-cancellable period, the Group

applies the definition of a contract and determines the period

for which the contract is enforceable.

The Group regularly enters into short-term leases for office

equipment and transportation vehicles. As at 31 December

2019, the portfolio of short-term leases is similar to the

portfolio of short-term leases to which the short-term lease

expense disclosed in this note.

16. Prepaid Lease Payments

The carrying amount of prepaid lease payments represents

land use rights held under medium-term lease in the PRC is

analysed as follows:

2018

二零一八年

RMB’000

人民幣千元

Non-current asset 非流動資產 337,977

Current asset 流動資產 14,772

352,749

As at 31 December 2018, RMB338,245,000 prepaid lease

payment were pledged for certain banking facilities granted

to the Group. All the prepaid lease payment of the Group are

situated on leasehold land in the PRC under medium lease

term.

– F-195 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

17. 投資物業

本集團根據經營租賃出租若干辦公室及

零售店舖，按月收取應付租金。租約初

期一般為1至21年，且承租人僅於初期屆

滿後有單方面權利延長租約。大部分租

賃合同載有市場修訂條款，容許承租人

行使續約權。零售店舖的租約載有可變

租賃付款（按3%至20%的銷售額計算）及

最低年租賃付款（於租期內為固定）。

本集團並無面臨因租賃安排產生之外幣

風險，原因為所有租約以集團實體各自

之功能貨幣計值。租賃合同並無載有租

賃期末之剩餘價值擔保及╱或出租人購

買物業的權利。

17. Investment Properties

The Group leases out various offices, and retail stores under

operating leases with rentals payable monthly. The leases

typically run for an initial period of 1 to 21 years, with unilateral

rights to extend the lease beyond initial period held by lessees

only. Majority of the lease contracts contain market review

clauses in the event the lessee exercises the option to extend.

The leases of retail stores contain variable lease payment that

are based on 3% to 20% sales and minimum annual lease

payment that are fixed over the lease term.

The Group is not exposed to foreign currency risk as a result

of the lease arrangements, as all leases are denominated in

the respective functional currencies of group entities. The

lease contracts do not contain residual value guarantee and/

or lessee’s option to purchase the property at the end of lease

term.

– F-196 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

17. 投資物業（續）

附註： 於截至二零一九年十二月三十一日止年度，就若干物業對外開始經營租賃，造成由可供銷售物業轉撥至已竣工投資物業。於重新分類日期，物業的公平值與其賬面值之間的收益人民幣3,392,000元（二零一八年：人民幣320,741,000元）已於損益確認。

17. Investment Properties (continued)

Completed

investment

properties

Investment

properties

under

construction Total

已竣工

投資物業

在建

投資物業 總計

RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

At 1 January 2018 於二零一八年一月一日 3,388,476 2,971,728 6,360,204

Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） 703,900 – 703,900

Additions 添置 – 206,412 206,412

Transfer upon completion of

construction work

於建設工程竣工後轉撥

1,505,365 (1,505,365) –

Disposals 出售 (162,589) – (162,589)

Transfer from properties for sale (note) 轉撥自可供銷售物業（附註） 1,181,099 – 1,181,099

Net change in fair value recognised in the

consolidated statement of profit or loss

and other comprehensive income

已於綜合損益及其他全面

收益表內 確認的

公平值變動淨額 381,122 163,345 544,467

At 31 December 2018 於二零一八年

十二月三十一日 6,997,373 1,836,120 8,833,493

Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） 213,300 – 213,300

Additions 添置 – 633,129 633,129

Transfer upon completion of

construction work

於建設工程竣工後轉撥

1,315,744 (1,315,744) –

Disposals 出售 (42,959) – (42,959)

Transfer from properties for sale (note) 轉撥自可供銷售物業（附註） 41,500 – 41,500

Net change in fair value recognised in the

consolidated statement of profit or loss

and other comprehensive income

已於綜合損益及其他全面

收益表內確認的

公平值變動淨額 203,831 190,081 393,912

At 31 December 2019 於二零一九年

十二月三十一日 8,728,789 1,343,586 10,072,375

Note: During the year ended 31 December 2019, the inception of the operating

lease to outsiders for certain properties results in a transfer from

properties for sale to completed investment properties. On the date of

reclassification, the gain of RMB3,392,000 (2018: RMB320,741,000)

between the fair value of the properties and its carrying amount is

recognised in profit or loss.

– F-197 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

17. 投資物業（續）

所有本集團按經營租賃持有賺取租金或

留待資本增值的物業權益，乃採用公平

值模型計量並分類及入賬列為投資物

業。

第3層亦並無轉入或轉出。

於二零一九年十二月三十一日，本集團

已抵押人民幣4,809,375,000元（二零一八

年：人民幣3,216,774,000元）的投資物

業，以獲得授予本集團的若干銀行信

貸。

在建投資物業及已竣工投資物業的公平

值，乃參考與本集團概無關連的仲量聯

行企業評估及諮詢有限公司（合資格外部

估值師）的估值而釐定。合資格外部估

值師乃按下列基準釐定投資物業的公平

值：

已竣工投資物業

－ 參考將租賃產生的資本化收入及物業的復歸收入潛力或（倘屬適當）有關處於相同位置及條件的類似物業之交易價格的市場證據

在建投資物業

－ 參考投資物業的當前或近期價格以及根據工程預算、已提交合約、或有事項備抵以及發展商盈利率計算的估計竣工費用，反映於估值日期與完成物業開發及實現預計收入或資本增值有關的風險

17. Investment Properties (continued)

All of the Group’s property interests held under operating

leases to earn rentals or for capital appreciation purposes are

measured using the fair value model and are classified and

accounted for as investment properties.

There were no transfers into or out of Level 3 during the year.

A t 3 1 D e c e m b e r 2 0 1 9 , i n v e s t m e n t p r o p e r t i e s o f

RMB4,809,375,000 (2018: RMB3,216,774,000) were pledged

to secure certain banking facilities granted to the Group.

The fair values of investment properties under construction

and completed investment properties were determined by

reference to valuations carried out by Jones Lang LaSalle

Corporate Appraisal and Advisory Limited, a qualified external

valuer which is not connected with the Group. The fair values

of the investment properties were determined by the qualified

external valuer on the following basis:

Completed

investment

properties

– by reference to capi ta l ised income

to be derived from the tenancies and

the reversionary income potential of

the properties or, where appropriate,

by reference to market evidence of

transaction prices for similar properties in

the same locations and conditions

Investment

properties

under

construction

– by reference to the current or recent prices

of investment properties and estimated

costs to completion based on construction

budget, committed contracts, allowances

for contingencies as well as developer’s

profit margin, which reflect the risks

associated with the completion of the

development of the properties and in

achieving the anticipated income or capital

appreciation on the date of valuation

– F-198 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

17. 投資物業（續）

下表列示有關如何釐定該等投資物業公

平值的資料（尤其是估值技巧及所用輸入

數據）以及根據公平值計量所用輸入數據

的可觀察程度確定的公平值計量所屬公

平值等級（第1級至第3級）。

於估計投資物業的公平值時，投資物業

的當前用途為其最高及最佳用途。

於二零一九年十二月三十一日

17. Investment Properties (continued)

The following tables give information about how the fair values

of these investment properties are determined (in particular,

the valuation techniques and inputs used), as well as the fair

value hierarchy into which the fair value measurements are

categorised (Levels 1 to 3) based on the degree to which the

inputs to the fair value measurements is observable.

In estimating the fair value of the investment properties, the

highest and best use of the investment properties is their

current use.

At 31 December 2019

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值

人民幣千元 公平值等級

公平值等級估值技巧及

主要輸入數據

重大不可觀察輸入數據

（不可觀察輸入數據相對公平值的關係）

範圍

（加權平均值） 敏感度

Completed investment

properties, including retail

shops and commercial

buildings

8,617,129 Level 3 Income capitalisation

method – income

capitalisation of the

net income and

made provisions for

reversionary income

potential.

1. Term yield (the higher the term

yield, the lower the fair value)

2. Reversionary yield (the higher the

reversionary yield, the lower the

fair value)

3. Unit rent (RMB/sqm/month) (the

higher the unit rent, the higher the

fair value)

2.5%-6.0%

3.0%-6.5%

11-308

A slight increase in term yield

would not result in significant

decrease in fair value, and vice

versa.

A slight increase in reversionary

yield would not result in

significant decrease in fair value,

and vice versa.

A significant increase/decrease

in unit rent would not result in

significant increase/decrease in

fair value.

– F-199 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

17. 投資物業（續）

於二零一九年十二月三十一日（續）

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值

人民幣千元 公平值等級

公平值等級估值技巧及

主要輸入數據

重大不可觀察輸入數據

（不可觀察輸入數據相對公平值的關係）

範圍

（加權平均值） 敏感度

已竣工投資物業

（包括零售商舖及商業大

廈）

8,617,129 第3級 收入資本化法－淨收入的

收入資本化，並就復歸

收入潛力作出撥備。

1. 定期收益（定期收益越高，

公平值越低）

2. 復歸收益（復歸收益越高，

公平值越低）

3. 單位租金（人民幣╱平方米╱月）

（單位租金越高，公平值越高）

2.5%-6.0%

3.0%-6.5%

11-308

定期收益輕微增加不會引致公平

值大幅減少，反之亦然。

復歸收益輕微增加不會引致公平

值大幅減少，反之亦然。

單位租金大幅上升╱下降不會引

致公平值大幅增加╱減少。

Completed investment

properties, including retail

shops and office

111,660 Level 3 Direct comparison

method – based on

market observable

transactions of similar

properties and adjusted

to reflect the conditions

of the subject property.

Adjustment made to account for

differences in location and level

N/A N/A

已竣工投資物業

（包括零售商舖及辦公室）

111,660 第3級 直接比較法－根據相似物

業的市場可觀察交易，

並作出調整以反映標

的物業的狀況。

就地點及層級差異作出調整 不適用 不適用

17. Investment Properties (continued)

At 31 December 2019 (continued)

– F-200 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值

人民幣千元 公平值等級

公平值等級估值技巧及

主要輸入數據

重大不可觀察輸入數據

（不可觀察輸入數據相對公平值的關係）

範圍

（加權平均值） 敏感度

Investment properties

under construction,

including retail shops and

commercial buildings

1,143,696 Level 3 Residual method – based

on gross development

value and taken

into account the

construction costs to

completion, developer’s

profit, marketing costs.

1. Gross development value

(RMB’000) on completion basis

(the higher the gross development

value, the higher the fair value)

2. Developer’s profit (the higher the

developer’s profit, the lower the

fair value)

3. Marketing costs (the higher the

marketing costs, the lower the fair

value)

4. Construction costs to completion

(the higher the future construction

costs for completion, the lower

the fair value)

160,700-406,700

10%-15%

4%

25,209,000-

97,835,000

A significant increase/decrease in

gross development value would

result in significant increase/

decrease in fair value.

A significant increase in

developer’s profit would not

result in significant decrease in

fair value, and vice versa.

A slight increase in marketing

costs would not result in

significant decrease in fair value,

and vice versa.

A significant increase in

construction costs to completion

would not result in significant

decrease in fair value, and vice

versa.

在建投資物業

（包括零售商舖及

商業大廈）

1,143,696 第3級 餘值法－根據總發展價值

並計及完成開發的

施工費用、發展商溢利、營銷費用。

1. 按竣工基準計算的總發展價值（人民幣千元）（總發展價值越高，公平值越高）

2. 發展商溢利（發展商溢利越高，公平值越低）

3. 營銷費用（營銷費用越高，公平值越低）

4. 完成開發的施工費用（完成開發的未來施工費用越高，公平值越低）

160,700-406,700

10%-15%

4%

25,209,000-97,835,000

總發展價值大幅增加╱減少會引致公平值大幅增加/減少。

發展商溢利大幅增加不會引致公平值大幅減少，反之亦然。

營銷費用輕微增加不會引致公平值大幅減少，反之亦然。

完成開發的施工費用的大幅增加不會引致公平值大幅減少，反之亦然。

17. Investment Properties (continued)

At 31 December 2019 (continued)

17. 投資物業（續）

於二零一九年十二月三十一日（續）

– F-201 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

17. 投資物業（續）

於二零一九年十二月三十一日（續）

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值

人民幣千元 公平值等級

公平值等級估值技巧及

主要輸入數據

重大不可觀察輸入數據

（不可觀察輸入數據相對公平值的關係）

範圍

（加權平均值） 敏感度

Investment properties

under construction,

including undeveloped

land for retail shops and

commercial building

199,890 Level 3 Direct comparison

method – based on

market observable

transactions of similar

lands and adjusted to

reflect the conditions of

the subject lands.

Comparable land price (RMB/sqm) (the

higher the land price, the higher the fair

value)

718-7,462 A significant increase/decrease

in comparable land price would

result in significant increase/

decrease in fair value.

在建投資物業

（包括零售商舖及商業大廈

的未開發土地）

199,890 第3級 直接比較法－根據相似

土地的市場可觀察交

易，並作出調整以反映

標的土地的狀況。

可資比較土地價格（每平方米人民幣）

（土地價格越高，公平值越高）

718-7,462 可資比較土地價格大幅上升╱下

降會引致公平值大幅增加╱減

少。

Total

合計 10,072,375

17. Investment Properties (continued)

At 31 December 2019 (continued)

– F-202 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

17. 投資物業（續）

於二零一八年十二月三十一日

17. Investment Properties (continued)

At 31 December 2018

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值

人民幣千元 公平值等級

公平值等級估值技巧及

主要輸入數據

重大不可觀察輸入數據

（不可觀察輸入數據相對公平值的關係）

範圍

（加權平均值） 敏感度

Completed investment

properties, including retail

shops and commercial

buildings

Investment properties under

construction including

commercial buildings

6,886,459

523,300

Level 3

Level 3

Income capitalisation

method – income

capitalisation of the

net income and

made provisions for

reversionary income

potential.

1. Term yield (the higher the term

yield, the lower the fair value)

2. Reversionary yield (the higher the

reversionary yield, the lower the

fair value)

3. Unit rent (RMB/sqm/month) (the

higher the unit rent, the higher the

fair value)

2.5%-6.0%

3.0%-6.5%

7-304

A slight increase in term yield

would not result in significant

decrease in fair value, and vice

versa.

A slight increase in reversionary

yield would not result in

significant decrease in fair value,

and vice versa.

A significant increase/decrease

in unit rent would not result in

significant increase/decrease in

fair value.

已竣工投資物業

（包括零售商舖及商業

大廈）

在建投資物業

（包括零售商舖及商業

大廈）

6,886,459

523,300

第3級

第3級

收入資本化法－淨收入的

收入資本化，並就復歸

收入潛力作出撥備。

1. 定期收益（定期收益越高，公平值

越低）

2. 復歸收益（復歸收益越高，公平值

越低）

3. 單位租金（人民幣╱平方米╱月）

（單位租金越高，公平值越高）

2.5%-6.0%

3.0%-6.5%

7-304

定期收益輕微增加不會引致公平

值大幅減少， 反之亦然。

復歸收益輕微增加不會引致公平

值大幅減少，反之亦然。

單位租金大幅上升╱下降不會引

致公平值大幅增加╱減少。

7,409,759

– F-203 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

17. 投資物業（續）

於二零一八年十二月三十一日（續）

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值

人民幣千元 公平值等級

公平值等級估值技巧及

主要輸入數據

重大不可觀察輸入數據

（不可觀察輸入數據相對公平值的關係）

範圍

（加權平均值） 敏感度

Completed investment

properties, including retail

shops and office

110,914 Level 3 Direct comparison

method – based on

market observable

transactions of similar

properties and adjusted

to reflect the conditions

of the subject property.

Adjustment made to account for

differences in location and level

N/A N/A

已竣工投資物業

（包括零售商舖及

辦公室）

110,914 第3級 直接比較法－根據相似

物業的市場可觀察交

易，並作出調整以反映

標的物業的狀況。

就地點及層級差異作出調整 不適用 不適用

17. Investment Properties (continued)

At 31 December 2018 (continued)

– F-204 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

17. 投資物業（續）

於二零一八年十二月三十一日（續）

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值

人民幣千元 公平值等級

公平值等級估值技巧及

主要輸入數據

重大不可觀察輸入數據

（不可觀察輸入數據相對公平值的關係）

範圍

（加權平均值） 敏感度

Investment properties

under construction,

including retail shops and

commercial buildings

904,000 Level 3 Residual method – based

on gross development

value and taken

into account the

construction costs to

completion, developer’s

profit, marketing costs.

1. Gross development value

(RMB’000) on completion basis

(the higher the gross development

value, the higher the fair value)

2. Developer’s profit (the higher the

developer’s profit, the lower the

fair value)

3. Marketing costs (the higher the

marketing costs, the lower the fair

value)

4. Construction costs to completion

(the higher the future construction

costs for completion, the lower

the fair value)

165,570-343,400

10%-15%

4%

4,569,000-139,749,000

A significant increase/decrease in

gross development value would

result in significant increase/

decrease in fair value.

A significant increase in

developer’s profit would not

result in significant decrease in

fair value, and vice versa.

A slight increase in marketing

costs would not result in

significant decrease in fair value,

and vice versa.

A significant increase in

construction costs to completion

would not result in significant

decrease in fair value, and vice

versa.

在建投資物業

（包括零售商舖及商業

大廈）

904,000 第3級 餘值法－根據總發展價值，並考慮完成開發的

施工費用、發展商溢利

及營銷費用。

1. 按竣工基準計算的總發展價值（人民幣千元）（總發展價值越高，公平值越高）

2. 發展商溢利（發展商溢利越高，公平值越低）

3. 營銷費用（營銷費用越高，公平值越低）

4. 完成開發的施工費用（施工費用越高，公平值越低）

165,570-343,400

10%-15%

4%

4,569,000-139,749,000

總發展價值大幅增加╱減少會引致公平值大幅增加/減少。

發展商溢利大幅增加不會引致公平值大幅減少，反之亦然。

營銷費用輕微增加不會引致公平值大幅減少，反之亦然。

完成開發的施工費用的大幅增加不會引致公平值大幅減少，反之亦然。

17. Investment Properties (continued)

At 31 December 2018 (continued)

– F-205 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

17. 投資物業（續）

於二零一八年十二月三十一日（續）

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值

人民幣千元 公平值等級

公平值等級估值技巧及

主要輸入數據

重大不可觀察輸入數據

（不可觀察輸入數據相對公平值的關係）

範圍

（加權平均值） 敏感度

Investment properties

under construction,

including undeveloped

land for retail shops and

commercial building

408,820 Level 3 Direct comparison

method – based on

market observable

transactions of similar

lands and adjusted to

reflect the conditions of

the subject lands.

Comparable land price (RMB/sqm) (the

higher the land price, the higher the fair

value)

707-13,677 A significant increase/decrease

in comparable land price would

result in significant increase/

decrease in fair value.

在建投資物業（包括零售

商舖及商業大廈的

未開發土地）

408,820 第3級 直接比較法－根據相似

土地的市場可觀察交

易，並作出調整以反映

標的土地的狀況。

可資比較土地價格（每平方米人民幣）（土

地價格越高，公平值越高）

707-13,677 可資比較土地價格大幅上升╱下

降會引致公平值大幅增加/減少。

Total

合計 8,833,493

17. Investment Properties (continued)

At 31 December 2018 (continued)

– F-206 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

18. 商譽

截至二零一八年十二月三十一日止年

度，本集團出售其於歌斐頌食品有限公

司（「歌斐頌」）51%股權予一名獨立第三

方。歌斐頌在中國浙江省嘉善市從事提

供巧克力生產及主題公園。相關出售及

收購詳情於附註50(a)披露。

業務合併中收購的商譽於收購時分配予

預期因該等業務合併而受益的現金產生

單位（「現金產生單位」）- 物業管理服務及

巧克力生產及相關業務。

就減值測試而言，上文詳述的商譽已分

配至附屬公司，作為產生商譽的個別

現金產生單位。於二零一九年十二月

三十一日該等單位獲分配之商譽賬面值

如下。

18. Goodwill

RMB’000

人民幣千元

COST AND CARRYING AMOUNTS 成本及賬面值

At 1 January 2018 於二零一八年一月 28,755

Disposal of subsidiaries (note 50(a)) 出售附屬公司（附註50(a)） (25,264)

At 31 December 2018 and

31 December 2019

於二零一八年十二月三十一日及

二零一九年十二月三十一日 3,491

During the year ended 31 December 2018, the Group disposed

of its 51% equity interest in 歌斐頌食品有限公司 Aficion Food

Co., Ltd (“Aficion”) to an independent third party. Aficion is

engaged in the provision of chocolate production and theme

park in Jiashan, Zhejiang Province, the PRC. Details of the

related disposal is disclosed in note 50(a).

Goodwill acquired in business combinations is allocated, at

acquisition, to the cash generating units (“CGUs”) – property

management service and chocolate production and related

businesses that are expected to benefit from those business

combinations.

For the purposes of impairment testing, goodwill as detailed

above has been allocated to the subsidiaries as individual

cash-generating units (CGUs) from which goodwill arose. The

carrying amount of goodwill as at 31 December 2019 allocated

these units are as followed.

2019 and 2018

二零一九年及二零一八年

RMB’000

人民幣千元

Anhui Hanlin Property Services

Company Limited

安徽瀚林物業服務有限公司1,602

Shenzhen Huazhong Property

Management Company Limited

深圳華中物業管理有限公司

1,889

3,491

– F-207 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

19. 無形資產

汽車平行進口牌照根據本公司董事的最

佳估計於五年期間按直線法攤銷。

與物業管理合約有關的無形資產具有無

限可使用年期，於餘下五年期間按直線

法攤銷。

19. Intangible Assets

License for

parallel-import

of vehicle

Property

management

contracts Total

平行進口

汽車牌照

物業管理

合約 總計

RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

COST 成本

At 1 January 2018 and 31 December 2018 於二零一八年一月一日及

二零一八年十二月三十一日 990 4,493 5,483

Arising on acquisitions of subsidiaries

(note 48)

因收購附屬公司而產生

（附註 48） – 2,365 2,365

Disposal of subsidiaries (note 50(a)) 出售附屬公司（附註 50(a)） (990) – (990)

At 31 December 2019 於二零一九年十二月三十一日 – 6,858 6,858

AMORTISATION 攤銷

At 1 January 2018 於二零一八年一月一日 223 562 785

Charge for the year 年內扣除 198 900 1,098

At 31 December 2018 於二零一八年十二月三十一日 421 1,462 1,883

Charge for the year 年內扣除 99 1,076 1,175

Elimination on disposal of subsidiaries

(note 50(a))

出售附屬公司時對銷

（附註 50(a)） (520) – (520)

At 31 December 2019 於二零一九年十二月三十一日 – 2,538 2,538

CARRYING VALUES 賬面值

At 31 December 2019 於二零一九年十二月三十一日 – 4,320 4,320

At 31 December 2018 於二零一八年十二月三十一日 569 3,031 3,600

The license for parallel-import of vehicle is amortised on a

straight-line basis over a term of five years based on the

directors’ of the Company best estimate.

The intangible assets in relation to property management

contracts have finite useful lives and are amortised on a

straight-line basis over the remaining term of five years.

– F-208 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

20. 於合營企業的權益

附註： 未變現溢利與本集團應佔來自應收株洲金業款項的利息收入及本集團來自應付廣東金奧款項的利息開支有關。該等利息開支已於相關之可供銷售物業中資本化及於二零一九年及二零一八年十二月三十一日並無出售若干該等物業。

於報告期間結束時本集團旗下主要合營

企業的詳情如下：

20. Interests in Joint Ventures

2019 2018

二零一九年 二零一八年RMB’000 RMB’000

人民幣千元 人民幣千元

Unlisted cost of investment 非上市投資成本 4,435,808 1,846,819

Share of post acquisition loss 應佔收購後虧損及其他全面開支 (155,020) (114,113)

Unrealised profit (note) 未變現溢利（附註） (424) (11,330)

4,280,364 1,721,376

Note: The unrealised profit related to the Group’s attributable interest income

from the amounts due from Zhuzhou Jinye and the Group’s interest

expenses arising from the amount due to Guangdong Jinao. Such interest

expenses were capitalised in corresponding properties for sale and

certain of these properties were not sold at 31 December 2019 and 2018.

Details of the Group’s principal joint ventures at the end of the

reporting period are as follows:

Name of entity

Place of

establishment/

principal place of

operation

Proportion of registered capital/

voting rights held by the Group

Registered capital

(RMB’000) Principal activity

實體名稱

註冊成立╱

主要營業地點

本集團所持有註冊資本╱

投票權比例

註冊資本

（人民幣千元） 主要業務

2019 2018 2019 2018

二零一九年 二零一八年 二零一九年 二零一八年

Zhuzhou Aoyuan Property Development Company

Limited (“Zhuzhou Aoyuan”) (Note a)

株洲奧園房地產開發有限公司

（「株洲奧園」）（附註 a）

PRC

中國

85.71% 85.71% 140,000 140,000 Property development

物業發展

Fujian Century Kunyuan Investment Company Limited

(“Fujian Century”) and 福州市長樂區萬樂房地產

有限公司 Fuzhou Changle District Wanle Property

Company Limited (“Fuzhou Wanle”) (Note b)

福建世紀坤源投資有限公司（「福建世紀」）及

福州市長樂區萬樂房地產有限公司（「福州萬樂」）

（附註b）

PRC

中國

51% 51% 600,000 600,000 Property development

物業發展

– F-209 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

附註：

(a) 根據株洲奧園之組織章程細則，本集團有權委任株洲奧園董事會四名董事中的兩名，董事會對株洲奧園之所有營運及融資決策負責。在作出相關經營決策時須董事會一致同意。各方均在無其他合營企業同意的情況下不得指導活動，各方不得單獨控制株洲奧園。因此，株洲奧園繼續作為本集團合營企業入賬。

(b) 根據福建世紀及福州萬樂之組織章程細則，本集團有權委任福建世紀及福州萬樂董事會三名董事中的兩名，董事會對福建世紀及福州萬樂之所有營運及融資決策負責。在作出福建世紀及福州萬樂相關經營決策時須董事會一致同意。各方均在無其他合營企業同意的情況下不得指導活動，各方不得單獨控制福建世紀及福州萬樂。因此，福建世紀及福州萬樂繼續作為本集團合營企業入賬。

(c) 根據南京金基華海及青島海唐之組織章程細則，本集團有權委任南京金基華海及青島海唐董事會五名董事中的三名，董事會對南京金基華海及青島海唐之所有營運及融資決策負責。在作出相關經營決策時須董事會一致同意。各方均在無其他合營企業同意的情況下不得指導活動，各方不得單獨控制南京金基華海及青島海唐。因此，南京金基華海及青島海唐繼續作為本集團合營企業入賬。

Name of entity

Place of

establishment/

principal place of

operation

Proportion of registered capital/

voting rights held by the Group

Registered capital

(RMB’000) Principal activity

實體名稱

註冊成立╱

主要營業地點

本集團所持有註冊資本╱

投票權比例

註冊資本

（人民幣千元） 主要業務

2019 2018 2019 2018

二零一九年 二零一八年 二零一九年 二零一八年

Nanjing Jinjihuahai Real Estate Co., Ltd (“Nanjing

Jinjihuahai”) (Note c)

南京金基華海置業有限公司（「南京金基華海」）

（附註c）

PRC

中國

50% – 300,000 – Property development

物業發展

Qingdao Haitang Real Estate Co., Ltd (“Qingdao

Haitang”) (Note c)

青島海唐置業有限公司（「青島海唐」）（附註c)

PRC

中國

50% – 5,000 – Property development

物業發展

Notes:

(a) According to the Articles of Association of Zhuzhou Aoyuan, the Group

has power to appoint two out of four directors in the board of Zhuzhou

Aoyuan, and the boards of directors are responsible for all operating

and financing decisions of Zhuzhou Aoyuan. Unanimous consent of the

directors is required on making relevant operating decisions. Each of the

investors cannot direct the activities without consensus of the other joint

venturers, and each party cannot individually control Zhuzhou Aoyuan.

Therefore, Zhuzhou Aoyuan is continuously accounted for as joint venture

of the Group.

(b) According to the Articles of Association of Fujian Century and Fuzhou

Wanle, the Group has power to appoint two out of three directors in the

board of Fujian Century and Fuzhou Wanle, and the boards of directors

are responsible for all operating and financing decisions of Fujian Century

and Fuzhou Wanle. Unanimous consent of the directors is required

on making relevant operating decisions. Each of the investors cannot

direct the activities without consensus of the other joint venturers, and

each party cannot individually control Fujian Century and Fuzhou Wanle.

Therefore, Fujian Century and Fuzhou Wanle is accounted for as joint

ventures of the Group.

(c) According to the Articles of Association of Nanjing Jinjihuahai and Qingdao

Haitang, the Group has power to appoint three out of five directors in

the board of Nanjing Jinjihuahai and Qingdao Haitang, and the boards

of directors are responsible for all operating and financing decisions of

Nanjing Jinjihuahai and Qingdao Haitang. Unanimous consent of the

directors is required on making relevant operating decisions. Each of the

investors cannot direct the activities without consensus of the other joint

venturers, and each party cannot individually control Nanjing Jinjihuahai

and Qingdao Haitang. Therefore, Nanjing Jinjihuahai and Qingdao Haitang

are accounted for as joint ventures of the Group.

20. Interests in Joint Ventures (continued) 20. 於合營企業的權益（續）

– F-210 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

20. 於合營企業的權益（續）

上述財務資料概要與綜合財務報表內確

認之於株洲奧園之權益賬面值之對賬：

20. Interests in Joint Ventures (continued)

Zhuzhou Aoyuan 2019 2018

株洲奧園 二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 1,206,407 1,685,038

Non-current assets 非流動資產 17 31,309

Current liabilities 流動負債 1,031,943 1,406,412

Non-current liabilities 非流動負債 – 180,000

Profit and total comprehensive income

for the year

年內溢利及全面收益總額

44,546 69,276

Reconciliation of the above summarised financial information

to the carrying amount of the interest in Zhuzhou Aoyuan

recognised in the consolidated financial statements:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Net assets of Zhuzhou Aoyuan 株洲奧園之資產淨值 174,481 129,935

Proportion of the Group’s ownership interest 本集團擁有權權益之比例 85.71% 85.71%

Carrying amount of the Group’s interest 本集團權益之賬面值 149,555 111,374

Fujian Century & Fuzhou Wanle 2019 2018

福建世紀及福州萬樂 二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 3,859,659 3,753,040

Non-current assets 非流動資產 600 8,741

Current liabilities 流動負債 3,303,853 3,197,885

Loss and total comprehensive

expense for the year

年內虧損及全面開支總額

(7,490) (36,105)

– F-211 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

20. 於合營企業的權益（續）

上述財務資料概要與綜合財務報表內確

認之於福建世紀及福州萬樂之權益賬面

值之對賬：

上述財務資料概要與綜合財務報表內確

認之於南京金基華海之權益賬面值之對

賬：

20. Interests in Joint Ventures (continued)

Reconciliation of the above summarised financial information to

the carrying amount of the interest in Fujian Century & Fuzhou

Wanle recognised in the consolidated financial statements:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Net assets of Fujian Century & Fuzhou Wanle 福建世紀及福州萬樂之資產淨值 556,406 563,896

Proportion of the Group’s ownership interest 本集團擁有權權益之比例 51% 51%

Carrying amount of the Group’s interest 本集團權益之賬面值 283,768 287,587

Nanjing Jinjihuahai 2019 2018

南京金基華海 二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 1,450,319 N/A

Current liabilities 流動負債 1,084,624 N/A

Loss and total comprehensive expense

for the year

年內虧損及全面開支總額

(4,305) N/A

Reconciliation of the above summarised financial information

to the carrying amount of the interest in Nanjing Jinjihuahai

recognised in the consolidated financial statements:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Net assets of Nanjing Jinjihuahai 南京金基華海之資產淨值 365,695 N/A

Proportion of the Group’s ownership interest 本集團擁有權權益之比例 50% N/A

Carrying amount of the Group’s interest 本集團權益之賬面值 182,848 N/A

– F-212 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

20. 於合營企業的權益（續）

上述財務資料概要與綜合財務報表內確

認之於青島海唐之權益賬面值之對賬：

20. Interests in Joint Ventures (continued)

Qingdao Haitang 2019 2018

青島海唐 二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 5,455,609 N/A

Current liabilities 流動負債 2,230,609 N/A

Non-current liabilities 非流動負債 2,000,000 N/A

Loss and total comprehensive

expense for the year

年內虧損及全面開支總額

– N/A

Reconciliation of the above summarised financial information

to the carrying amount of the interest in Qingdao Haitang

recognised in the consolidated financial statements:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Net assets of Qingdao Haitang 青島海唐之資產淨值 1,225,000 N/A

Proportion of the Group’s ownership interest 本集團擁有權權益之比例 50% N/A

Carrying amount of the Group’s interest 本集團權益之賬面值 612,500 N/A

– F-213 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

20. Interests in Joint Ventures (continued)

Aggregate information of joint ventures that are not individually material

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

The Group’s share of loss and total

comprehensive expense

本集團應佔虧損及全面開支總額

(77,443) (4,405)

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Aggregate carrying amount of the Group’s

interests in these joint ventures

本集團於該等合營企業權益的賬面

值總額 3,051,693 1,322,415

21. Interests in Associates

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Cost of investment in associates 聯營公司 投資成本 1,591,717 219,000

Share of post acquisition loss 應佔收購後虧損 (7,201) (1,869)

1,584,516 217,131

20. 於合營企業的權益（續）

單獨並不重大合營企業的合併資料

21. 於聯營公司的權益

– F-214 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

21. 於聯營公司的權益（續）

於報告期間結束時本集團旗下聯營企業

的詳情如下：

21. Interests in Associates (continued)

Details of the Group’s associates as at the end of the reporting

period are as follows:

Name of entity

Place of incorporation/

principal place of

operation

Attributable interest indirectly

held by the Group

Registered capital

(’000) Principal activity

實體名稱

註冊成立╱

主要營業地點

本集團所持有註冊資本╱

投票權比例

註冊資本

（千元） 主要業務

2019 2018 2019 2018

二零一九年 二零一八年 二零一九年 二零一八年

Ningbo Kaiming Real Estate Co., Ltd (“Ningbo

Kaiming”) and Yongkang Kaibin Real Estate Co., Ltd

(“Yongkang Kaibin”)

寧波凱銘置業有限公司（「寧波凱銘」）及永康凱濱置業有

限公司（「永康凱濱」）

PRC

中國

49% – RMB162,000

人民幣

162,000元

– Property development

物業發展

Jiashan Yuxuan Property Development Limited

(“Jiashan Yuxuan”)

嘉善裕軒房地產開發有限公司（「嘉善裕軒」）

PRC

中國

49% – RMB234,000

人民幣

234,000元

– Property development

物業發展

Guangdong Hongao Land Operation Company Limited

(“Guangdong Hongao”) and Guangzhou Yinghe

Packing Company Limited (“Yinghe Packing”)

廣東宏奧土地經營有限公司（「廣東宏奧」）及

廣州市盈合包裝有限公司（「盈合包裝」）

PRC

中國

49% 49% RMB100,000

人民幣

100,000元

RMB100,000

人民幣

100,000元

Property development

物業發展

Hebei Tiantong Aoyuan Property Development Limited

(“Hebei Tiantong”)

河北天同奧園房地產開發有限公司

（「河北天同」）

PRC

中國

30% 30% RMB100,000

人民幣

100,000元

RMB100,000

人民幣

100,000元

Property development

物業發展

– F-215 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

21. 於聯營公司的權益（續）

本集團於聯營企業的權益之相關財務資

料概述如下：

21. Interests in Associates (continued)

The summarised financial information in respect of the Group’s

interests in associates are set out below:

Ningbo Kaiming & Yongkang Kaibin 2019 2018

寧波凱銘及永康凱濱 二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 533,850 N/A

Non-current assets 非流動資產 21 N/A

Current liabilities 流動負債 373,432 N/A

Loss and total comprehensive expense for

the year

年內虧損及全面開支總額

(1,562) N/A

– F-216 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

21. 於聯營公司的權益（續）

上述財務資料概要與綜合財務報表內確

認之於寧波凱銘及永康凱濱之權益賬面

值之對賬：

21. Interests in Associates (continued)

Reconciliation of the above summarised financial information

to the carrying amount of the interest in Ningbo Kaiming &

Yongkang Kaibin recognised in the consolidated financial

statements:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Net assets of Ningbo Kaiming & Yongkang

Kaibin

寧波凱銘及永康凱濱之資產淨值

160,439 N/A

Proportion of the Group’s ownership interest本集團擁有權權益之比例 49% N/A

Carrying amount of the Group’s interest 本集團權益之賬面值 78,615 N/A

Jiashan Yuxuan 2019 2018

嘉善裕軒 二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 1,000,806 N/A

Current liabilities 流動負債 220,882 N/A

Loss and total comprehensive expense

for the year

年內虧損及全面開支總額

(20,076) N/A

– F-217 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

21. Interests in Associates (continued)

Reconciliation of the above summarised financial information

to the carrying amount of the interest in Jiashan Yuxuan

recognised in the consolidated financial statements:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Net assets of Jiashan Yuxuan 嘉善裕軒之資產淨值 779,924 N/A

Proportion of the Group’s ownership interest本集團擁有權權益之比例 49% N/A

Carrying amount of the Group’s interest 本集團權益之賬面值 382,163 N/A

Guangdong Hongao & Yinghe Packing 2019 2018

廣東宏奧及盈合包裝 二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 207,761 138,013

Non-current assets 非流動資產 20,880 41,345

Current liabilities 流動負債 163,482 80,031

Non-controlling interest of Guangdong

Hongao

廣東宏奧的非控股權益

(2,675) 2,516

Loss and total comprehensive expense

for the year attributable to owners of

Guangdong Hongao

廣東宏奧股東應佔年內虧損及全面

開支總額

(28,977) (3,196)

21. 於聯營公司的權益（續）

上述財務資料概要與綜合財務報表內確

認之於嘉善裕軒之權益賬面值之對賬：

– F-218 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

21. Interests in Associates (continued)

Reconciliation of the above summarised financial information

to the carrying amount of the interest in Guangdong Hongao

& Yinghe Packing recognised in the consolidated financial

statements:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Net assets of Guangdong Hongao & Yinghe

Packing

廣東宏奧及盈合包裝之資產淨值

67,834 96,811

Proportion of the Group’s ownership interest 本集團擁有權權益之比例 49% 49%

Carrying amount of the Group’s interest 本集團權益之賬面值 33,239 47,438

Hebei Tiantong 2019 2018

河北天同 二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 97,562 194,728

Non-current assets 非流動資產 24 636

Current liabilities 流動負債 80 96,388

Loss and total comprehensive expense for the

year

年內虧損及全面開支總額

(1,470) (1,024)

21. 於聯營公司的權益（續）

上述財務資料概要與綜合財務報表內確

認之於廣東宏奧及盈合包裝之權益賬面

值之對賬：

– F-219 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

21. Interests in Associates (continued)

Reconciliation of the above summarised financial information

to the carrying amount of the interest in Hebei Tiantong

recognised in the consolidated financial statements:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Net assets of Hebei Tiantong 河北大同之資產淨值 97,506 98,976

Proportion of the Group’s ownership interest 本集團擁有權權益之比例 30% 30%

Carrying amount of the Group’s interest 本集團權益之賬面值 29,252 29,693

Aggregate information of associates that are not individually material

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

The Group’s share of profit and total

comprehensive income

本集團應佔溢利及全面收益總額

19,910 –

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Aggregate carrying amount of the Group’s

interests in these associates

本集團於該等聯營公司權益的賬面

值總額 1,061,247 140,000

21. 於聯營公司的權益（續）

上述財務資料概要與綜合財務報表內確

認之於河北天同之權益賬面值之對賬：

單獨並不重大聯營公司的合併資料

– F-220 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

22. Equity Instruments at Fair Value Through other Comprehensive Income

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Listed equity investments: 上市股本投資

– Equity securities listed on the Shanghai

Stock Exchange

於上海證券交易所上市的股本

證券 99,997 –

Unlisted equity investments 非上市股本投資 145,780 31,465

245,777 31,465

The above equity investments represent the Group’s equity

interest in entities established in the PRC and Hong Kong.

The directors of the Company have elected to designate

these investments in equity instruments as at FVTOCI as

they believe that recognising short-term fluctuations in these

investments’ fair value in profit or loss would not be consistent

with the Group’s strategy of holding these investments for

long-term purposes and realising their performance potential in

the long run.

23. Deferred Taxation

For the purpose of presentation in the consolidated statement

of financial position, certain deferred tax assets and liabilities

have been offset. The following is the analysis of the deferred

tax balances for financial reporting purposes:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Deferred tax assets 遞延稅項資產 (998,444) (676,948)

Deferred tax liabilities 遞延稅項負債 1,441,881 1,184,072

443,437 507,124

22. 按公平值計入其他全面收益的股本工具

上述股本投資指本集團於中國及香港成

立的實體的股權。本公司董事已選擇指

定於該等股本工具的投資為按公平值計

入其他全面收益，原因為彼等認為於損

益中確定該等投資公平值的短期波動可

能與本集團持有該等投資的長期目的及

於長期變現彼等的表現潛力不一致。

23. 遞延稅項

為於綜合財務狀況表中呈報，若干遞延

稅項資產及負債已抵銷。就財務申報目

的而言的遞延稅項結餘分析如下：

– F-221 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

23. Deferred Taxation (continued)

The deferred tax (assets) liabilities recognised by the Group

and movements thereon during the year are as follows:

Change in

fair value of

investment

properties

Revaluation

of

properties Tax losses

Undistributed

earnings

of PRC

subsidiaries

Temporary

differences

of LAT

payables

Other

temporary

differences Total

公平值變動 物業重估 稅項虧損

中國附屬公司

未分派盈利

應付土地

增值稅

暫時差額

其他

暫時差額 總計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

At 31 December 2017 於二零一七年十二月三十一日 671,337 33,671 (266,451) 27,419 (79,309) (743) 385,924

Effect arising from application of IFRS15 應用國際財務報告準則

第15號所產生的影響 – – – – – 22,005 22,005

At 1 January 2018 (restated) 於二零一八年一月一日

（經重列） 671,337 33,671 (266,451) 27,419 (79,309) 21,262 407,929

Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） 106,235 – (39,147) – – – 67,088

Disposal of subsidiaries (note 50) 出售附屬公司（附註50） – – 12,313 – – (2,649) 9,664

Charge (credit) to profit or loss for the year

(note 10)

於年度損益內支出（計入）

（附註10） 445,810 – (351,573) – (90,367) 18,573 22,443

At 31 December 2018 於二零一八年十二月三十一日 1,223,382 33,671 (644,858) 27,419 (169,676) 37,186 507,124

Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） (10,223) – – – – 6,539 (3,684)

Disposal of subsidiaries (note 50) 出售附屬公司（附註50） – – 8,739 – – – 8,739

Charge (credit) to profit or loss for the year

(note 10)

於年度損益內支出（計入）

（附註10） 142,591 – (306,917) 97,000 372,560 (373,976) (68,742)

At 31 December 2019 於二零一九年十二月三十一日 1,355,750 33,671 (943,036) 124,419 202,884 (330,251) 443,437

23. 遞延稅項（續）

本集團確認的遞延稅項（資產）負債及其於

年內的變動如下：

– F-222 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

23. Deferred Taxation (continued)

As at 31 December 2019, the Group had unused tax losses

of RMB7,052,212,000 (2018: RMB4,261,053,000) available

to offset against future profits. A deferred tax asset has

been recognised in respect of RMB3,772,146,000 (2018:

RMB2,579,434,000) of such tax losses. No deferred tax asset

has been recognised in respect of the remaining tax losses

of RMB3,280,066,000 (2018: RMB1,681,619,000) due to the

unpredictability of future profits streams. The unrecognised tax

losses will expire in the follow years:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

2019 二零一九年 – 46,255

2020 二零二零年 119,168 127,011

2021 二零二一年 171,870 188,557

2022 二零二二年 314,670 400,615

2023 二零二三年 868,308 919,181

2024 二零二四年 1,806,050 –

3,280,066 1,681,619

Under the EIT Law of PRC, withholding tax is imposed on

dividends declared in respect of profits earned by the PRC

subsidiaries from 1 January 2008 onwards. For the year

ended 31 December 2019, deferred taxation amounting to

RMB97,000,000 has been provided in the consolidated financial

statements in respect of temporary differences attributable

to accumulated profits of the PRC subsidiaries amounting to

RMB23,821,458,000 (2018: RMB13,905,692,000).

23. 遞延稅項（續）

於二零一九年十二月三十一日， 本

集團有擁有尚未動用稅項虧損人民

幣7,052,212,000元（二零一八年：人

民幣4,261,053,000元），可用作抵銷

未來溢利。已就該稅項虧損中人民幣

3,772,146,000元（二零一八年：人民幣

2,579,434,000元）確認遞延稅項資產。由

於不可預測未來溢利流，因此並未就餘

下人民幣3,280,066,000元（二零一八年：

人民幣1,681,619,000元）的稅項虧損確認

遞延稅項資產。未確認稅項虧損將於以

下年份到期：

根據中國企業所得稅法，自二零零八年

一月一日起，中國附屬公司在就其所賺

取溢利宣派股息時須繳交預扣稅。於

截至二零一九年十二月三十一日止年

度，於綜合財務報表內就中國附屬公司

之累計溢利所應佔之暫時差額人民幣

23,821,458,000元（二零一八年：人民幣

13,905,692,000元）之遞延稅項作出撥備

97,000,000元。

– F-223 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

24. Deposits Paid for Acquisitions of Subsidiaries

As at 31 December 2019, the Group has made deposits

of RMB37,205,000, RMB797,500,000, RMB28,500,000,

RMB11,500,000, RMB319,496,000, RMB84,246,000,

RMB81,600,000, RMB116,410,000, RMB1,500,000,

RMB1,341,675,000, RMB21,848,000, RMB448,762,000,

RMB357,306,000, RMB10,000,000, RMB452,760,000 in

relation to the acquisitions of equity interests in 東莞市龍榮

房地產有限公司 Dongguan Longrong Real Estate Co., Ltd.,

高安市瑞興投資發展有限公司 Gao’an Ruixing Investment

Development Co., Ltd. &高安市宏利高投資發展有限公司

Gao’an Hongli Gao Investment Development Co., Ltd., 廣東譽

勝實業投資有限公司 Guangdong Yusheng Industrial Investment

Co., Ltd., 東莞華譽房地產開發有限公司 Dongguan Huayu Real

Estate Development Co., Ltd., 鹽城和融房地產開發有限公司

Yancheng Herong Real Estate Co., Ltd, 珠海市新深珠房產置業

有限公司 Zhuhai Xinshenzhu Property Development Co., Ltd,

珠海市正新投資有限公司 Zhuhai Zhengxin Investment Co.,

Ltd, 廣東繁星置業投資有限公司 Guangdong Fanxing Property

Development Co., Ltd, 江門市逸華投資有限公司 Jiangmen

Yihua Investment Co., Ltd, 上海同進置業有限公司 Shanghai

Tongjin Property Development Co., Ltd, 溫州市垠澤置業有限

公司 Wenzhou Yinze Property Development Co., Ltd, 宿州新城

金悅房地產開發有限公司 Suzhou Xinchengjinyue Real Estate

Development Co., Ltd, 湛江恒興水產科技有限公司 Zhanjiang

Hengxing Seafood Technology Co., Ltd, 陽江市江城區恒譽房

地產開發有限公司 Yangjiang Jiangcheng Hengyu Real Estate

Development Co., Ltd, and 廣州科旺投資有限公司 Guangzhou

Kewang Investment Co., Ltd, respectively.

24. 收購附屬公司已付訂金

於二零一九年十二月三十一日，本集團

就收購東莞市龍榮房地產有限公司、高

安市瑞興投資發展有限公司、高安市宏

利高投資發展有限公司、廣東譽勝實業

投資有限公司、東莞華譽房地產開發有

限公司、鹽城和融房地產開發有限公

司、珠海市新深珠房產置業有限公司、

珠海市正新投資有限公司、廣東繁星置

業投資有限公司、江門市逸華投資有限

公司、上海同進置業有限公司、溫州市

垠澤置業有限公司、宿州新城金悅房地

產開發有限公司、湛江恒興水產科技有

限公司、陽江市江城區恒譽房地產開發

有限公司及廣州科旺投資有限公司之股

權分別支付人民幣37,205,000元、人民

幣797,500,000元、人民幣28,500,000

元、人民幣1 1 , 5 0 0 , 0 0 0元、人民幣

319,496,000元、人民幣84,246,000

元、人民幣8 1 , 6 0 0 , 0 0 0元、人民幣

116,410 ,000元、人民幣1,500 ,000

元、人民幣1,341,675,000元、人民幣

21,848,000元、人民幣448,762,000

元、人民幣357,306,000元、人民幣

10,000,000元、人民幣452,760,000元的

訂金。

– F-224 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

24. Deposits Paid for Acquisitions of Subsidiaries (continued)

As at 31 December 2018, the Group has made deposits

of RMB26,012,000, RMB685,280,000, RMB115,110,000,

RMB463,000,000, RMB123,096,000, RMB28,500,000,

RMB28,500,000 and RMB62,449,000, in relation to the

acquisitions of equity interests in 東莞市龍榮房地產有限公司

Dongguan Longrong Real Estate Co., Ltd., 高安市瑞興投資發展

有限公司 Gao’an Ruixing Investment Development Co., Ltd. &

高安市宏利高投資發展有限公司 Gao’an Hongli Gao Investment

Development Co., Ltd., 湖南經閣鴻運置業有限公司 Hunan

Jingge Hongyun Real Estate Co., Ltd., 合肥七彩世界置業有限

公司 Hefei Qicai Real Estate Co., Ltd., 蘇州市隆福房地產開發

有限公司 Suzhou Longfu Real Estate Development Co., Ltd.,

廣東譽勝實業投資有限公司 Guangdong Yusheng Industrial

Investment Co., Ltd., 東莞華譽房地產開發有限公司 Dongguan

Huayu Real Estate Development Co., Ltd. and 中山市攀雲房地

產開發有限公司 Zhongshan Panyun Real Estate Development

Co., Ltd. respectively.

Except for the acquisition of equity interests in Dongguan

Longrong Real Estate Co., Ltd, Gao’an Ruixing Investment

Development Co., Ltd.. & Gao’an Hongli Gao Investment

Development Co., Ltd., Guangdong Yusheng Industrial

Investment Co., Ltd. and Dongguan Huayu Real Estate

Development Co., Ltd., the Group has completed aforesaid

acquisition of subsidiaries during the year ended 31 December

2019. Details of aforesaid acquisitions are set out in note 48(a).

During the year ended 31 December 2019, the deposit paid for

acquisition of Hunan Jingge Hongyun Real Estate Co., Ltd has

been transferred as consideration for acquisition of a parcel of

land.

24. 收購附屬公司已付訂金（續）

於二零一八年十二月三十一日，本集團

就收購東莞市龍榮房地產有限公司、高

安市瑞興投資發展有限公司及高安市宏

利高投資發展有限公司、湖南經閣鴻運

置業有限公司、合肥七彩世界置業有限

公司、蘇州市隆福房地產開發有限公

司、廣東譽勝實業投資有限公司、東莞

華譽房地產開發有限公司及中山市攀雲

房地產開發有限公司之股權分別支付人

民幣26,012,000元、人民幣685,280,000

元、人民幣115,110,000元、人民幣

463,000,000元、人民幣123,096,000

元、人民幣2 8 , 5 0 0 , 0 0 0元、人民幣

28,500,000元及人民幣62,449,000元的

訂金。

除收購東莞市龍榮房地產有限公司、高

安市瑞興投資發展有限公司、高安市宏

利高投資發展有限公司、廣東譽勝實業

投資有限公司及東莞華譽房地產開發有

限公司的股權外，本集團已於截至二零

一九年十二月三十一日止年度完成收購

上述附屬公司。有關收購事項的詳情載

於附註48(a)。

於截至二零一九年十二月三十一日止年

度，收購湖南經閣鴻運置業有限公司的

已付訂金已被轉作收購土地訂金。

– F-225 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

25. Deposit Paid for Acquisition of a Joint Venture

As at 31 December 2019, the Group has made deposit of

RMB44,377,000 (2018: RMB40,941,000) in relation to the

acquisition of a joint venture 奧維房地產發展投資有限公司

Aowei Property Development Investment Co., Ltd. from an

independent third party.

26. Amounts Due from Non-Controlling Shareholder of Subsidiaries – Non-Current

Included in the balances of amounts due from non-controlling

shareholders of subsidiaries as at 31 December 2019, are

(i) an amount due from 西安嘉宏華商務資訊諮詢有限公司

Xi’an Jiahonghua Business Information Consulting Co., Ltd of

RMB286,920,000 (2018: nil) with an interest rate of 12.4% per

annum, included in which RMB86,920,000, RMB100,000,000,

and RMB100,000,000 will be due on 15 July 2021, 20 August

2021 and 12 September 2021 respectively, depending on

when the amounts were released; (ii) an amount due from 青

島盛世嘉業商業發展有限公司Qingdao Shengshi Jiaye Business

Development Co., Ltd of RMB50,000,000 (2018: nil) with an

interest rate of 10% per annum and will be due on 23 January

2021; (ii i) an amount due from 廣西慶達房地產有限公司

Guangxi Qingda Real Estate Co., Ltd of RMB27,000,000 (2018:

nil) with an interest rate of 5.7% per annum and will be due on

28 June 2022.

27. Amounts Due from Joint Ventures – Non-Current

The balance is unsecured, interest-free and used for the joint

ventures’ properties development, and is not expected to be

repaid within one year.

25. 收購一間合營企業已付訂金

於二零一九年十二月三十一日，本集團

就自獨立第三方收購一間合營企業奧

維房地產發展投資有限公司支付人民

幣44,377,000元（二零一八年：人民幣

40,941,000元）的訂金。

26. 應收附屬公司非控股股東款項－非即期

於二零一九年十二月三十一日，應收附

屬公司非控股股東款項餘額包括(i)應收西

安嘉宏華商務資訊諮詢有限公司款項人

民幣286,920,000元（二零一八年：無），

年利率為12.4%，其中人民幣86,920,000

元、人民幣100,000,000元及人民幣

100,000,000元分別將於二零二一年七月

十五日、二零二一年八月二十日及二零

二一年九月十二日到期（視乎發放款項時

間）；(ii)應收青島盛世嘉業商業發展有限

公司款項人民幣50,000,000元（二零一八

年：無），年利率為10%，將於二零二一

年一月二十三日到期；(iii)應收廣西慶達

房地產有限公司款項人民幣27,000,000

元（二零一八年：無），年利率為5.7%，

將於二零二二年六月二十八日到期。

27. 應收合營企業款項－非即期

結餘為並無抵押、免息及用於合營企業

的物業發展，及預期不會於一年內償

還。

– F-226 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

28. 可供銷售物業

根據國際財務報告準則第16號，自二零一九年一月一日起，租賃土地的賬面值按成本減任何累計折舊及任何減值虧損計量。剩餘價值釐定為租賃土地組成部分的估計出售價值。經計及於二零一九年十二月三十一日之估計剩餘價值後，並無就租賃土地作出折舊開支。

數額內包括可供銷售發展中物業人民幣96,184,052,000元（二零一八年：人民幣75,561,022,000元）預期將於報告期結束一年後落成。

28. Properties for Sale

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Properties for sale comprise of: 可供銷售物業包括：

Completed properties 已落成物業 25,092,375 13,714,007

Properties under development 發展中物業 133,839,106 101,180,207

158,931,481 114,894,214

RMB’000

人民幣千元

Analysis of leasehold lands: 租賃土地分析：

As at 1 January 2019 於二零一九年一月一日

Carrying amount 賬面值 48,113,894

As at 31 December 2019 於二零一九年十二月三十一日

Carrying amount 賬面值 68,749,456

For the year ended 31 December 2019 截至二零一九十二月三十一日止年度

Total cash outflow 現金流出總額 31,826,480

Additions 添置 32,449,713

Effective from 1 January 2019, the carrying amount of

leasehold lands is measured under IFRS 16 at cost less any

accumulated depreciation and any impairment losses. The

residual values are determined as the estimated disposal value

of the leasehold land component. No depreciation charge is

made on the leasehold lands taking into account the estimated

residual values as at 31 December 2019.

Included in the amount are properties under development for

sale of RMB96,184,052,000 (2018: RMB75,561,022,000) in

relation to property development projects that are expected to

complete after one year from the end of the reporting periods.

– F-227 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

28. Properties for Sale (continued)

During the year ended 31 December 2019, completed

properties for sale with an aggregate carrying amount of

RMB38,108,000 (2018: RMB860,358,000) were transferred

to investment properties upon change in use as evident by

inception of relevant tenancy agreements. The difference of

the fair value of these properties at the date of transfer over

their carrying amounts, amounting to RMB3,392,000 (2018:

RMB320,741,000) were recognised in profit or loss.

At 31 December 2019, certain of the Group’s properties

for sale with carrying value of RMB45,056,061,000 (2018:

RMB24,025,658,000) were pledged for certain banking

facilities granted to the Group and certain loans from non-

controlling shareholders of subsidiaries and other financial

institutes.

28. 可供銷售物業（續）

於截至二零一九年十二月三十一日止年度，總賬面值人民幣38,108,000元（二零一八年：人民幣860,358,000元）的可供銷售已竣工物業於用途改變後轉移至投資物業（經簽立相關租賃協議所證明）。該等物業公平值與其賬面值部分之差額約為人民幣3,392,000元（二零一八年：320,741,000元）已於損益內確認。

於二零一九年十二月三十一日，本集團賬面值為人民幣45,056,061,000元（二零一八年：人民幣24,025,658,000元）的若干可供銷售物業已用作本集團獲授若干銀行融資及附屬公司非控股股東及其他金融機構的若干貸款的抵押。

– F-228 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

29. Trade and other Receivables

2019 2018

二零一九年 二零一八年

Notes RMB’000 RMB’000

附註 人民幣千元 人民幣千元

Trade receivables 貿易應收款 (a) 916,937 532,313

Less: Allowance for credit losses 減：信貸虧損撥備 (8,721) (5,174)

908,216 527,139

Rental receivables 租金應收款 (b) 54,030 46,058

Other receivables 其他應收款 (c) 11,618,829 3,926,064

Contract costs 合同成本 (d) 637,195 663,815

Less: Allowance for credit losses 減：信貸虧損撥備 (107,337) (19,700)

12,148,687 4,570,179

Security deposits 抵押按金 2,475,112 713,185

Advances to constructors and suppliers 墊付承建商及供應商款項 3,440,030 1,370,035

Deposits paid for potential purchases of

land use rights and property projects

就可能購買土地使用權及物

業開發項目而支付之訂金 3,621,624 2,588,826

Other tax prepayments 其他稅項預付款 3,919,761 2,935,040

26,567,460 12,750,462

Analysis for reporting purpose: 作呈報目的分析：

Non-current assets 非流動資產 308,596 476,296

Current assets 流動資產 26,258,864 12,274,166

26,567,460 12,750,462

29. 貿易及其他應收款

– F-229 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

29. Trade and other Receivables (continued)

Notes:

(a) Considerations in respect of properties sold are paid by purchasers in

accordance with the terms of the related sale and purchase agreements.

Management and services fee is received in accordance with the terms

of the relevant property service agreements, normally within 60 days

after the issuance of demand note to the residents. Each customer from

the property operation services has a designated credit limit.

Payments terms with wholesale customer for purchases of goods are

mainly on credit. The wholesale customers are allowed a credit period

of 0 to 60 days from date of issuance of the invoices. There is no credit

period granted for retail customers.

The following is the aging analysis of trade receivables, determined based

on the date of the properties delivered and sales were recognised:

2019 2018

二零一九年 二零一八年RMB’000 RMB’000

人民幣千元 人民幣千元 0 to 60 days 0 至60 日 502,909 318,460

61 to 180 days 61 至180 日 71,980 91,168

181 to 365 days 181 至365 日 226,764 50,534

1 to 2 years 1 至2 年 63,870 22,853

2 to 3 years 2 至3 年 8,326 6,671

Over 3 years 超過3年 43,088 42,627 916,937 532,313

Trade receivables mainly represent receivables amounting to

RMB730,473,000 (2018: RMB442,170,000) from property purchasers and

RMB186,464,000 (2018: RMB90,143,000) from customers for purchases

of goods and property owners for property management services.

As at 31 December 2019, receivables amounting to RMB414,028,000

(2018: RMB:213,853,000) that were past due. Out of the past due

balances, RMB338,192,000 (2018: RMB129,767,000) has been past

due for 90 days or more and is not considered as in default based on

the Group’s historical credit loss experience from those corresponding

creditors whose outstanding trade liabilities due to the Group have been

past due 90 days or more.

(b) Rental receivables from tenants are payable on presentation of demand

notes.

29. 貿易及其他應收款

附註：

(a) 出售物業的代價由買方根據有關買賣協議的條款支付。

根據相關物業服務協議的條款收取管理費和服務費， 通常在向居民發出通知單後的60天內。物業運營服務的每位客戶均有指定信用額度。

有關購買貨物的批發客戶付款條款主要為賒銷。該等批發客戶獲提供自發出發票日期起0至60天的信貸期。零售客戶並無獲授信貸期。

以下為根據交付物業及銷售確認當日釐定的貿易應收款的賬齡分析：

貿易應收款主要指應收物業買家的款項人民幣730,473,000元（二零一九年：人民幣442,170,000元）及就客戶購買貨物應收客戶及業主物業管理服務應收物業擁有人的款項人民幣186,464,000元（二零一八年：人民幣90,143,000元）。

於二零一九年十二月三十一日，應收款人民幣414,028,000元（二零一八年：人民幣213,853,000）元已逾期。在逾期餘額當中，人民幣338,192,000元（二零一八年：人民幣129,767,000）已逾期90日或以上且根據本集團相應債權人（其應付本集團的未償還貿易負債已逾期90日或以上）的歷史信貸經驗其並無被視為違約。

(b) 應收租戶的租金須於提呈付款通知書時支付。

– F-230 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

29. Trade and other Receivables (continued)

Notes: (continued)

(c) As at 31 December 2019, the balance mainly includes following significant

amounts:

(i) Consideration paid amounting to RMB3,261,600,000 to acquire

13.86% of total shares of Aeon Life Insurance Company, Ltd.

Subsequent to the reporting date, the conditions precedent to the

acquisition have not been fulfilled within the prescribed schedule,

the share transfer agreements have been terminated accordingly

and the vendors shall refund relevant amount to the Company in

accordance with the terms and conditions thereof. Details of the

termination of the transaction are set out in the announcement of

the Company dated 20 January 2020.

(ii) Balance of RMB268,596,000 (2018: RMB322,996,000) paid to

independent third parties for two redevelopment projects located

in Guangdong province and Guangxi province. The reconstruction

will take more than one year to complete. The balance of

receivables would be fully refunded or refunded with interest

subject to the condition if the Group could bid the auction on the

parcel of land after completion of reconstruction.

(iii) An amount of RMB938,000,000 (2018: nil) represents deposit

paid to an independent third party for a short term borrowing.

The amount has been fully refunded after the borrowing is repaid

subsequently.

(iv) Balances of RMB4,135,625,000,000 (2018: RMB908,987,000)

represent temporary payments made for potential property

projects.

The remaining balance of other receivables mainly comprise

receivable of refund of the deposit for land auction and other

temporary payments.

(d) Contract costs represent the incremental agency commissions to

intermediaries in connection with obtaining sale of properties contracts

with customers. These costs are charged to profit or loss upon revenue

from sales of properties are recognised. As at 1 January 2018, contract

costs amounted to RMB88,718,000.

Details of impairment assessment of trade and other

receivables for the year ended 31 December 2019 are set out

in note 47.

29. 貿易及其他應收款（續）

附註：（續）

(c) 於二零一九年十二月三十一日，該餘額主要包括以下重大款項：

(i) 收購百年人壽保險股份有限公司全部股份之13.86%之已付代價人民幣3,261,600,000元。於報告日期後，收購事項的先決條件未能按約定時間達成，因此該等協議予以終止，賣方須根據條款向本公司退還相關款項。終止交易的詳情載於本公司日期為二零二零年一月二十日的公告。

(ii) 就位於廣東省和廣西省的兩個重建項目向獨立第三方支付人民幣268,596,000元（二零一八年：人民幣322,996,000元）的餘額。重建將需要逾一年方可完成。倘本集團可於重建完成後就地塊進行投標拍賣，將全部退還應收款餘額或餘額加上利息。

(iii) 金額人民幣938,000,000元 (二零一八年：零)指就短期借款已付一名獨立第三方按金。該金額於隨後償還借款後悉數退還。

(iv) 結餘人民幣4,135,625,000,000元(二零一八年：人民幣908,987,000元)指就潛在物業項目作出的臨時付款。

其他應收款的餘下結餘主要包括就土地拍賣訂金及其他臨時付款的退款之應收款。

(d) 合同成本指就取得與客戶的銷售物業合同向中介公司支付增量佣金。該等成本於銷售物業收入獲確認後於損益扣除。於二零一八年一月一日，合約成本為人民幣88,718,000

元。

於截至二零一九年十二月三十一日止年

度，貿易及其他應收款的減值評估詳情

披露於附註47。

– F-231 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

30. Deposits Paid for Acquisitions of Land Use Rights and Property Projects

As at 31 December 2019, the Group has made deposits of

RMB266,454,000 (2018: RMB177,065,000) in relation to the

acquisitions of several parcels of land and property projects

from governments and third parties. In the opinion of the

directors of the Company, the aforesaid transactions are

expected to be completed within twelve months from the end

of the reporting period.

31. Amounts Due from/to Non-Controlling Shareholders of Subsidiaries – Current

Included in the balances of amounts due from non-controlling

shareholders of subsidiaries as at 31 December 2019, are

(i) an amount due from 廣東加利申房地產開發集團有限公司

Guangdong Jialishen Property Development Group Co., Ltd of

RMB172,800,000 with an interest rate of 13% per annum, and

RMB10,000,000 with an interest rate of 12.88% per annum,

and will be due on 31 December 2020; (ii) an amount due from

珠海信正集團有限公司 Zhuhai Xinzheng Group Co., Ltd. of

RMB50,000,000 with an interest rate of 11.96% per annum,

which will be due on 28 December 2020; (iii) an amount due

from 廣西瀚德集團有限公司 Guangxi Hande Group Co., Ltd.

of RMB120,000,000 with an interest rate of 4.8% per annum,

which is repayable on demand; (iv) an amount due from 曹

演芬 Cao Yanfen of RMB75,000,000 with an interest rate of

8% per annum, which is repayable on demand; (v) an amount

due from 珠海市華建新宇投資管理有限公司 Zhuhai Huajian

Xinyu Investment Management Co., Ltd. of RMB40,000,000

with an interest rate of 15% per annum, which is repayable

on demand; (vi) an amount due from 劉學文 Liu Xuewen of

RMB50,000,000 with an interest rate of 10% per annum and

will be due on 25 June 2020.

30. 收購土地使用權及物業項目已付訂金

於二零一九年十二月三十一日，本集團

已就向政府及第三方收購若干地塊及物

業項目而支付按金人民幣266,454,000元

（二零一八年：人民幣177,065,000元）。

本公司董事認為，上述交易預期於報告

期末起十二個月內完成。

31. 應收╱應付附屬公司之非控股股東款項－即期

於二零一九年十二月三十一日，應收附

屬公司非控股股東款項餘額包括(i)應收

廣東加利申房地產開發集團有限公司

款項人民幣172,800,000元，年利率為

13%，及人民幣10,000,000元，年利率

為12.88%將於二零二零十二月三十一

日到期及(ii)應收珠海信正集團有限公司

款項人民幣50,000,000元，年利率為

11.96%，將於二零二零年十二月二十八

日到期；(iii)應收廣西瀚德集團有限公司

款項人民幣120,000,000元，年利率為

4.8%，須按要求時償還；(iv)應收曹演

芬款項人民幣75,000,000元，年利率為

8%，須按要求時償還；(v)應收珠海市

華建新宇投資管理有限公司款項人民幣

40,000,000元，年利率為15%，須按要

求時償還； (v i )應收劉學文款項人民幣

50,000,000元，年利率為10%，將於二

零二零年六月二十五日到期。

– F-232 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

31. Amounts Due from/to Non-Controlling Shareholders of Subsidiaries – Current (continued)

Included in the balances of amounts due from non-controlling

shareholders of subsidiaries as at 31 December 2018, are

(i) an amount due from 廣東加利申房地產開發集團有限公司

Guangdong Jialishen Property Development Group Co., Ltd of

RMB190,272,000 with an interest rate of 10% per annum, and

RMB10,000,000 with an interest rate of 12.88% per annum,

which will be due on 31 December 2019; (ii) an amount due

from 珠海信正集團有限公司 Zhuhai Xinzheng Group Co., Ltd.

of RMB10,000,000 with an interest rate of 11.96% per annum,

which will be due on 28 December 2019.

The remaining balances of amounts due from non-controlling

shareholders of subsidiaries and amounts due to non-

controlling shareholders of subsidiaries at 31 December

2018 and 2019 are unsecured, interest-free and repayable on

demand. In the opinion of the directors of the Company, it is

expected to receive the amounts due from non-controlling

shareholders of subsidiaries within twelve months from the

end of the reporting period, and therefore the amounts are

classified as current assets.

32. Amounts Due from Joint Ventures – Current

Included in the balances of amounts due from joint ventures

as at 31 December 2019, are (i) an amount due from 南京金基

華海置業有限公司 Nanjing Jinji Huahai Property Development

Co., Ltd of RMB100,000,000 (2018: nil) with an interest rate

of 12% per annum and will be due on 30 June 2020; (ii) an

amount due from 青島海唐置業有限公司 Qingdao Haitang

Property Development Co., Ltd of RMB105,620,000 (2018:

nil) with an interest rate of 12% per annum and repayable on

demand.

31. 應收╱應付附屬公司之非控股股東款項－即期（續）

於二零一八年十二月三十一日，應收附

屬公司非控股股東款項餘額包括(i)應收

廣東加利申房地產開發集團有限公司

款項人民幣190,272,000元，年利率為

10%及人民幣10,000,000元，年利率為

12.88%，將於二零一九年十二月三十一

日到期；及(ii)應收珠海信正集團有限公

司款項人民幣10,000,000元，年利率為

11.96%，將於二零一九年十二月二十八

日到期。

於二零一八年及二零一九年十二月

三十一日，應收及應付附屬公司非控股

股東款項餘下餘額為無抵押、免息及須

於要求時償還。本公司董事認為，預計

將在報告期末後的十二個月內收取應收

附屬公司非控股股東款項，因此該款項

被分類為流動資產。

32. 應收合營企業款項－即期

於二零一九年十二月三十一日，應收合

營企業款項餘額包括(i)應收南京金基華

海置業有限公司款項人民幣100,000,000

元（二零一八年：無），年利率為12%，

將於二零二零年六月三十日到期；(ii)應

收青島海唐置業有限公司款項人民幣

105,620,000元（二零一八年：無），年利

率為12%，須按要求時償還。

– F-233 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

32. Amounts Due from Joint Ventures – Current (continued)

The remaining balances of amounts due from joint ventures as

at 31 December 2018 and 2019 are unsecured, interest-free

and repayable on demand. In the opinion of the directors of

the Company, the Group is expected to receive the balance of

amounts due from joint ventures within twelve months from

the end of the reporting period, and therefore the amounts are

classified as current assets.

33. Amounts Due from/to Associates

Included in the balances of amounts due from associates as at

31 December 2019 are an amount due from 阜陽百俊房地產有

限公司 Fuyang Baijun Real Estate Co., Ltd of RMB128,199,000

(2018: nil) with an interest rate of 8% per annum and is

repayable on demand.

The remaining balances of amounts due from/to associates as

at 31 December 2018 and 2019 are unsecured, interest-free

and repayable on demand. In the opinion of the directors of

the Company, the Group is expected to receive the balances

of amounts due from associates within twelve months from

the end of the reporting period, and therefore the amounts are

classified as current assets.

32. 應收合營企業款項－即期（續）

於二零一八年及二零一九年十二月

三十一日，應收合營企業款項的結餘為

無抵押、免息及須於要求時償還。本公

司董事認為，本集團預計於報告期末起

計十二個月內收取應收合營企業款項的

餘額，因此該款項分類為流動資產。

33. 應收╱應付聯營公司款項

於二零一九年十二月三十一日，應收聯

營公司款項餘額包括應收阜陽百俊房地

產有限公司款項人民幣128,199,000元

（二零一八年：無），年利率為8%，須按

要求時償還。

於二零一八年及二零一九年十二月

三十一日，應收╱應付聯營公司款項的

結餘為無抵押、免息及須於要求時償

還。本公司董事認為，本集團預計於報

告期末起計十二個月內收取應收聯營公

司款項的餘額，因此該款項分類為流動

資產。

– F-234 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

34. Financial Assets at Fair Value Through Profit or Loss/Structured Deposits

Financial assets at FVTPL are mainly funds investment issued

by a reputable securities corporation. The fair value of the

funds investment at 31 December 2019 were determined by

discounted cash flow, which arrived at by reference to the

performance of the underlying investments mainly comprising

debt investments in PRC including government debentures,

treasury notes, corporate bonds and short-term fixed deposits.

As at 31 December 2019 and 2018, structured deposits

represent products issued by the banks which pay interest

rates (i) which has an inverse relationship to the market

interest rate and (ii) which linked to the fluctuation of foreign

exchange rate. These structured deposits do not meet the

solely payments of principal and interest on the principal

amount outstanding and therefore are classified as financial

asset at FVTPL. Details of fair value measurement of financial

assets at FVTPL and structured deposits are set out in note

47(c).

As at 31 December 2019, the Group does not hold any

collateral or other credit enhancements to cover its credit risks

associated with the financial assets at FVTPL and structured

deposits. Accordingly, the carrying amounts of financial assets

at FVTPL and structured deposits represent the maximum

exposure to credit risk at 31 December 2019.

34. 按公平值計入損益之金融資產╱結構性存款

按公平值計入損益之金融資產主要指由

信譽良好的證券公司發行的基金投資。

於二零一九年十二月三十一日，貨幣市

場基金投資之公平值透過貼現現金流量

釐定，此乃經參考主要由包括政府債

券、國債、公司債券及短期固定存款等

中國債務投資組成的相關投資的表現後

得出。

於二零一九年及二零一八年十二月

三十一日，結構性存款指銀行發行的須

支付利息產品，有關利率(i)與市場利率具

有相反關係及(ii)與外匯利率波動掛鉤。

該等結構性存款因本金及未償還本金利

息不符合單獨付款的標準，因此，分類

為按公平值計入損益的金融資產。有關

結構性存款的公平值計量之詳情載於附

註47(c)。

於二零一九年十二月三十一日，本集團

並無持有任何抵押品或其他信貸增強以

覆蓋其與按公平值計入損益的金融資產

及結構性存款相關的信貸風險。因此，

按公平值計入損益的金融資產及結構

性存款的賬面值於二零一九年十二月

三十一日面臨的最大信貸風險。

– F-235 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

35. Restricted Bank Deposits/Bank Balances and Cash

Restricted bank deposits

As at 31 December 2019, the balances represent deposits

amounting to RMB8,710,791,000 (2018: RMB1,604,218,000)

pledged for short term loan facilities granted by banks and

carrying interest at variable interest rates ranging from

0.3% to 3.35% (2018: 0.30% to 2.90%) per annum and

construction securities amounting to RMB601,999,000 (2018:

RMB677,037,000).

Bank balances and cash

Amount as at 31 December 2019 included bank deposits

amounting to RMB11,938,136,000 (2018: RMB3,075,000,000)

with an original maturity of over three months. The remaining

deposits have an original maturity of three months or less.

Included in bank balances and cash are balances which, in

accordance with the applicable government regulations,

are placed in restricted bank accounts, amounting to

RMB9,176,762,000 (2018: RMB5,700,829,000), which can only

be applied in the designated property development projects.

The bank balances carry interest at variable interest rates

ranging from 0.30% to 4.18% (2018: 0.30% to 4.00%) per

annum.

35. 受限制銀行存款╱銀行結餘及現金

受限制銀行存款

於二零一九年十二月三十一日，結餘指

人民幣8,710,791,000元（二零一八年：

人民幣1,604,218,000 元）之存款， 已

予抵押以取得銀行授出的短期信貸融

資，並按浮動年利率0.3%至3.35%計息

（二零一八年：0.30%至2.9%）及人民幣

601,999,000元之工程保證金（二零一八

年：人民幣677,037,000元）。

銀行結餘及現金

於二零一九年十二月三十一日的款項包

括人民幣11,938,136,000元（二零一八

年：3,075,000,000元）初始到期日超過三

個月的銀行存款。餘下存款初始到期日

三個月或更少。根據二零一八年適用政

府規例，銀行結餘及現金包括存入受限

制銀行賬戶的結餘人民幣9,176,762,000

元（二零一八年：人民幣5,700,829,000

元），僅可用於指定物業發展項目。

銀行結餘按浮動年利率0.30%至4.18%計

息（二零一八年：0.30%至4.00%）。

– F-236 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

36. Trade and other Payables

2019 2018

二零一九年 二零一八年

Notes RMB’000 RMB’000

附註 人民幣千元 人民幣千元

Trade payables 貿易應付款 (a) 18,074,095 11,212,889

Other payables 其他應付款 5,185,100 2,957,947

Project consideration payables 應付項目代價 (b) 3,440,341 4,610,082

Acquisition consideration payables

(note 48(a))

應付代價（附註48(a)）

2,286,898 2,265,870

Other taxes payables 其他應付稅項 7,851,248 5,021,865

36,837,682 26,068,653

Analysed for reporting purpose: 作呈報目的分析：

Non-current liabilities 非流動負債 – 503,810

Current liabilities 流動負債 36,837,682 25,564,843

36,837,682 26,068,653

Notes:

(a) The following is an aging analysis of trade payables determined based on

the invoice date:

2019 2018

二零一九年 二零一八年RMB’000 RMB’000

人民幣千元 人民幣千元 0 to 60 days 0至60日 9,522,774 6,634,805

61 to 180 days 61 至180 日 6,174,922 2,943,332

181 to 365 days 181至365日 982,462 587,747

1 to 2 years 1至2年 416,058 301,008

2 to 3 years 2至3年 362,979 336,429

Over 3 years 超過3年 614,900 409,568 18,074,095 11,212,889

At 31 December 2019, the balance of trade payables with age over

1 year include retention money payable of RMB666,640,000 (2018:

RMB596,692,000) to the sub-contractors of property development

projects, which represents approximately 5% to 10% of the contract

prices.

36. 貿易及其他應付款

附註：

(a) 以下為根據發票日期釐定的貿易應付款的賬齡分析：

於二零一九年十二月三十一日，賬齡逾一年的貿易應付款結餘包括應付物業發展項目分包商的質量保證金人民幣666,640,000元

（二零一八年：人民幣596,692,000元），約佔合約價格之5%至10%。

– F-237 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

36. Trade and other Payables (continued)

Notes: (continued)

(a) (continued)

According to the construction contracts, the retention money is interest-

free and would be paid to the sub-contractors in 1 to 3 years upon

completion of development of the properties.

Trade payables principally comprise amounts outstanding for payments

to sub-contractors of property development projects and purchases of

construction materials. The average credit period for trade purchases

is from 6 months to 1 year. The management closely monitors the

payments of the payable to ensure that all payables are paid within the

credit timeframe. Details of the financial risk management polices by the

Group are set out in note 47.

(b) Project consideration payables mainly include:

(i) Current other payable amounting to RMB534,210,000 (2018: non-

current other payable amounting to RMB503,810,000, and current

other payable amounting to RMB36,188,000 which was due on

1 March 2019) represents consideration payable arising from

acquisition of two parcels of land in Canada from an independent

third party, which is secured by the land acquired, carrying interest

at Canadian Imperial Bank of Commerce Prime Rate plus 2.3% per

annum and will be due on 1 June 2020.

(ii) Total outstanding consideration payable of RMB2,906,131,000

(2018: RMB4,106,272,000) represents projects consideration

payable arising from several property development projects

situated in various cities of PRC. Included in the balance, amount

of RMB889,238,000 (2018: RMB889,238,000) related to a wholly

owned subsidiary of the Company whom has entered into an

agreement with an independent third party for purchase of a

property development projects situated in Nanjing, the PRC,

during the year ended 31 December 2017; and an amount of

RMB328,033,000 (2018: RMB346,794,000) related to a wholly

owned subsidiary of the Company whom has entered into an

agreement with an independent third party for purchase of a

property development projects situated in Haikou, the PRC, during

the year ended 31 December 2018. The consideration will be

gradually settled with the deposits received from property for sale

generated from these projects.

36. 貿易及其他應付款（續）

附註：（續）

(a) （續）

根據建築合約，質量保證金為免息，並將於完成物業開發起計1至3年後支付予分包商。

貿易應付款主要包括尚未支付給物業發展項目分包商的款項及尚未支付採購建築材料的款項。貿易採購的平均信貸期為六個月至一年。管理層密切監察應付款的支付，確保所有應付款於信貸限期內支付。本集團財務風險管理政策之詳情載於附註47。

(b) 應付項目代價主要包括：

(i) 即期其他應付款人民幣534,210,000元（二零一八年：非即期其他應付款人民幣503,810,000元，及其他應付款人民幣36,188,000元，於二零一九年三月一日到期）指自一名獨立第三方收購兩幅位於加拿大的地塊產生之應付代價，其由所收購土地作抵押，並於加拿大帝國商業銀行的最優惠利率加上每年2.3%的年利率計息，並將於二零二零年六月一日到期。

(iii) 應 付 未 償 還 代 價 總 額 人 民 幣2,906,131,000元（二零一八年：人民幣4,106,272,000元）指來自中國若干城市的若干物業發展項目的應付款。該等餘額中，人民幣889,238,000元（二零一八年：人民幣889,238,000元）與本公司一間全資附屬公司有關，該公司於截至二零一七年十二月三十一日止年度與一名第三方就購買位於中國南京市的若干物業發展項目訂立協議；及人民幣328,033,000元（二零一八年：人民幣346,794,000元）與本公司一間全資附屬公司有關，該公司於截至二零一八年十二月三十一日止年度與一名第三方就購買位於中國海口的若干物業發展項目訂立協議。代價將以該等項目待售物業已收訂金逐步結算。

– F-238 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

37. Contract Liabilities

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Property development 物業發展 85,833,889 59,823,610

Others 其他 222,446 142,755

86,056,335 59,966,365

As at 1 January 2018, contract liabilities amounted to

RMB34,760,145,000.

A s a t 3 1 D e c e m b e r 2 0 1 9 , c o n t r a c t l i a b i l i t i e s o f

RMB31,700,561,000 (2018: RMB25,857,107,000) is expected

to be released to profit or loss after twelve months from the

end of the reporting date.

The significant increase (2018: increase) in contract liabilities

in the current year was mainly due to the increase in property

projects developed by the Group and acquisition of subsidiaries

resulting an increase in contract liabilities of RMB5,868,257,000

(2018: RMB2,951,005,000) as detailed in Note 48(a).

38. Amounts Due to Joint Ventures

Included in the balance of amounts due to joint ventures as at

31 December 2019, the amounts of RMB900,000,000 (2018:

RMB900,000,000) are due to 廣東金奧商業保理有限公司

Guangdong Jian Ao Business Factoring Co., Ltd, joint venture

of the Group. The amounts are unsecured, carrying interest at

rate ranging from 4% to 12% per annum and repayable on 31

March 2020 (2018: 12% per annum and repayable on 28 May

2019).

The remaining balances are unsecured, interest-free and

repayable on demand.

37. 合同義務

於二零一八年一月一日，合同義務為人

民幣34,760,145,000元。

於二零一九年十二月三十一日，合同義

務人民幣31,700,561,000元（二零一八

年：人民幣25,857,107,000元）預計於報

告期末後起計十二個月後撥回至損益。

於本年度，合約負債的顯著增加（二零

一八年：增加）主要由於本集團開發的房

地產項目及收購附屬公司增加，導致合

約負債增加人民幣5,868,257,000元（二零

一八年：人民幣2,951,005,000元），詳見

附註48(a)。

38. 應付合營企業款項

於二零一九年十二月三十一日，計

入應付合營企業款項的結餘人民幣

900,000,000元（二零一八年：人民幣

900,000,000元）為應付本集團合營企業

廣東金奧商業保理有限公司。該等款項

為無抵押，按介乎4%至12%的年利率計

息，並於二零二零年三月三十一日償還

（二零一八年：年利率12%並於二零一九

年五月二十八日償還）。

餘下結餘為無抵押、免息及須於要求時

償還。

– F-239 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

39. Loans from Non-Controlling Shareholders of Subsidiaries

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

The carrying amounts are repayable: 須於以下時間償還之賬面值：

Within one year 一年內 – 543,330

More than one year, but not exceeding

two years

一年以上但未超過兩年

– 1,153,300

– 1,696,630

Less: Amount due within one year shown

under current liabilities

減：於流動負債項目內所示

於一年內到期款 – (543,330)

Amount due after one year 一年之後到期款項 – 1,153,300

As at 31 December 2018, the carrying amounts of loans from

non-controlling shareholders of subsidiaries are dominated in

RMB with fixed rates ranging from 8.8% to 13.5%, which are

secured by the Group’s properties for sale as disclosed in note

28.

40. Bank and other Borrowings

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

The bank and other borrowings comprise: 銀行及其他借款包括：

RMB bank borrowings 人民幣銀行借款 21,965,819 11,389,219

United States dollar (“USD”) bank borrowings 美元（「美元」）銀行借款 2,189,985 1,560,411

Australian dollar (“AUD”) bank borrowings 澳元（「澳元」）銀行借款 1,211,540 845,380

Hong Kong dollar (“HKD”) bank borrowings 港元（「港元」）銀行借款 6,561,160 5,593,725

Canadian dollar (“CAD”) bank borrowings 加元（「加元」）銀行借款 651,736 619,468

RMB other borrowings (note) 人民幣其他借款（附註） 35,500,738 20,743,147

USD other borrowings (note) 美元其他借款（附註） 697,620 –

AUD other borrowings (note) 澳元其他借款（附註） 182,140 –

68,960,738 40,751,350

39. 來自附屬公司非控股股東的貸款

於二零一八年十二月三十一日來自附屬

公司非控股股東貸款的賬面值以人民幣

按固定利率介乎8.8%至13.5%計值，由

本集團的待售物業作抵押，如附註28所

披露。

40. 銀行及其他借款

– F-240 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

40. Bank and other Borrowings (continued)

Note:

As at 31 December 2019, the balances of other borrowings amounting to

RMB36,380,498,000 (2018: RMB20,743,147,000) represent loans provided by

certain other financial institutes, which are secured by properties for sale and/or

guaranteed by Aoyuan Group.

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

The carrying amounts of bank and other

borrowings are repayable:

須於以下期間償還銀行及其他借款

的賬面值：

On demand or within one year 按要求或於一年內 33,809,040 19,261,443

More than one year, but not exceeding

two years

一年以上但未超過兩年

22,167,980 15,331,028

More than two years, but not exceeding

five years

兩年以上但未超過五年

12,328,718 6,158,879

Over five years 超過五年 655,000 –

68,960,738 40,751,350

Less: Amount shown under current liabilities 減：於流動負債項目內所示

於一年內到期款項 (33,809,040) (19,261,443)

Amount due after one year 一年之後到期款項 35,151,698 21,489,907

40. 銀行及其他借款（續）

附註：

於二零一九年十二月三十一日，其他借款的結餘為人民幣36,380,498,000元（二零一八年：人民幣20,743,147,000元），為若干其他金融機構提供的貸款，並由可供銷售物業作為抵押及╱或由奧園集團擔保。

– F-241 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

40. Bank and other Borrowings (continued)

The bank and other borrowings bear interests at:

Contracted interest rates 2019 2018

合約利率 二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

95% to 210.53% of lending rate of the

People’s Bank of China (“PBC rate”)

(2018: 95% to 210.53% of PBC rate)

中國人民銀行貸款利率（「中國人民

銀行利率」）95%至210.53%（二

零一八年：中國人民銀行利率之

95%至210.53%） 9,466,702 7,942,801

Fixed rate ranging from 3.1% to 15%

(2018: 4.72% to 13.425%)

3.1%至15%之固定利率（二零一八

年：4.72%至13.425%） 48,697,475 24,718,364

Hong Kong Interbank Offered Rate

(“HIBOR”) plus 1.5% to 4.95%

(2018: 0.95% to 4.5%)

香港銀行同業拆息（「香港銀行同

業拆息」）加1.5%至4.95%（二零

一八年：0.95%至4.5%） 6,561,160 5,593,725

London Interbank Offered Rate (“LIBOR”)

plus 0.9% to 4.95% (2018: 2% to 5%)

倫敦銀行同業拆息利率（「倫敦銀行

同業拆息利率」）加0.9%至4.95%

（二零一八年：2%至5%） 2,189,985 1,031,612

Bank Bill Swap bid rate plus 1.7%-2% (2018:

bid rates plus 2.35%-3.6%)

銀行票據掉期買入利率加1.7%至

2%（二零一八年：買入利率

加2.35%至3.6%） 1,393,680 845,380

Canada Prime Rate plus 1.2% to 1.625%

(2018: 1.2% to 1.625%)

加拿大最優惠利率加1.2%至1.625%

（二零一八年：1.2%至1.625%） 651,736 619,468

68,960,738 40,751,350

Other than the assets pledged as disclosed in notes elsewhere

in the consolidated financial statements, equity interests of

certain subsidiaries of the Company were pledged for the bank

and other borrowing facilities granted to the Group.

40. 銀行及其他借款（續）

銀行及其他借款利率：

除綜合財務報表其他章節內披露的已抵

押資產外，本公司若干附屬公司的股權

已予抵押，以獲得授予本集團的銀行及

其他借款信貸額。

– F-242 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

41. Lease Liabilities

2019

二零一九年

RMB’000

人民幣千元

Lease liabilities payable: 應付租賃負債：

Within one year 一年內 242,844

Within a period of more than one year but

not more than two years

超過一年但不超過兩年的期間

161,749

Within a period of more than two years but

not more than five years

超過兩年但不超過五年的期間

371,245

Within a period of more than five years 五年以上的期間 170,749

946,587

Less: Amount due for settlement with

12 months shown under current

liabilities

減：列作流動負債之於十二個月內到期

結算之金額

(242,844)

Amount due for settlement after

12 months shown unde

non-current liabilities

列作非流動負債之於十二個月後到期

結算之金額

703,743

Lease obligations that are denominated in currencies other

than the functional currencies of the relevant group entities are

set out below:

HKD

港元

RMB’000

人民幣千元

As at 31 December 2019 於二零一九年十二月三十一日 7,292

41. 租賃負債

以相關集團實體功能貨幣以外之貨幣計

值的租賃義務載於下文：

– F-243 –

截至二零一九年十二月三十一日止年度

Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

42. Obligation under Finance Leases

2018

二零一八年

RMB’000

人民幣千元

Analysed for reporting purposes as: 就報告目的分析如下：

Non-current liabilities 非流動負債 260,940

Current liabilities 流動負債 38,821

299,761

During the year ended 31 December 2018, the Company

acquired a transportation equipment under finance leases.

The lease term is seven years. Interest rates underlying the

obligation under finance leases is fixed at respective contract

dates 5.83% per annum for the transportation equipment.

42. 融資租賃承擔

於截至二零一八年十二月三十一日止年

度，本公司根據融資租賃收購運輸設

備。租期為七年。運輸設備之融資租賃

承擔之相關利率於各合同日期固定為每

年5.83%。

– F-244 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

42. Obligation under Finance Leases (continued)

Minimum

lease payments

31 December

2018

Present value

of minimum

lease payments

31 December

2018

最低租賃付款

二零一八年

最低租賃付款之

現值二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Obligations under finance leases payable: 應付融資租賃承擔：

Within one year 一年內 55,335 38,821

With a period of more than one year but not

more than two years

超過一年但不超過兩年的期間

55,335 41,135

With a period of more than two years but not

more than five years

超過兩年但不超過五年的期間

166,006 138,708

With a period of more than five years 五年以上的期間 83,004 81,097

359,680 299,761

Less: future finance charges 減：未來融資開支 (59,919) –

Present value of lease obligations 租賃承擔之現值 299,761 299,761

Less: Amount due for settlement with one year

(shown under current liabilities)

減：一年內到期結算之金額

（於流動負債項下呈列） (38,821)

Amount due for settlement after one year 一年後到期結算之金額 260,940

As at 31 December 2018, the above obligation under a finance

lease is secured by the leased assets.

42. 融資租賃承擔（續）

於二零一八年十二月三十一日，上述融

資租賃承擔由租賃資產作抵押。

– F-245 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds

2016 Private Corporate Bonds

On 4 February 2016 and 14 October 2016, Aoyuan Group

issued domestic corporate bonds of RMB500,000,000 and

RMB1,500,000,000 with a term of four years and three years,

respectively. 2016 Private Corporate Bonds are guaranteed

by the Company, carrying interest at rate of 7.9% and 5.88%

per annum and interest is payable annually, commencing

4 February 2017 and 14 October 2017, respectively. The

Corporate Bonds have a maturity date of 3 February 2020 and

13 October 2019, respectively, unless the bonds holders sell

back the bonds to Aoyuan Group earlier.

Aoyuan Group is entitled to adjust upwards to the interest rate

on 17 January 2018 and 10 September 2018, respectively, 20

days of trading prior to the second interest repayment date.

Upon the adjustment, bonds holders may at their options (“Put

options”) to sell back 2016 Private Corporate Bonds to Aoyuan

Group in whole or in part at face value of their principal amount

within three days of trading from 17 January 2018 and 10

September 2018, respectively.

On 14 October 2018, the bond holders early redeemed an

aggregate principal amount of RMB360,000,000 of 2016

Private Corporate Bonds, at a redemption price equal to

108.42% of the principal amount thereof together with all

accrued and unpaid interest.

The 2016 private corporate bond matured on 13 October 2019

was settled during the current year.

43. 優先票據及債券

二零一六年私募公司債券

於二零一六年二月四日及二零一六年十

月十四日，奧園集團分別發行人民幣

500,000,000元及人民幣1,500,000,000元

的境內公司債券，期限分別為四年及三

年。二零一六年私募公司債券由本公司

提供擔保，分別按7.9%及5.88%之年利

率計息，且分別自二零一七年二月四日

及二零一七年十月十四日起每年須支付

利息。除非債券持有人提前將債劵售回

予奧園集團，公司債券的到期日分別為

二零二零年二月三日及二零一九年十月

十三日。

奧園集團有權分別於二零一八年一月

十七日及二零一八年九月十日（第二個利

息償還日前20日）向上調整利率。當作出

調整後，分別自二零一八年一月十七日

及二零一八年九月十日起計三個交易日

內，債券持有人可按照期權（「賣出期權」）

按本金額面值將二零一六年私募公司債

券全部或部分售回予奧園集團。

於二零一八年十月十四日，債券持有人

已按贖回價（相等於二零一六年私募公

司債券本金額的108.42%）連同所有應

計且未付利息提前贖回本金總額人民幣

360,000,000元的二零一六年私募公司債

券。

於二零一九年十月十三日到期的二零

一六年私募公司債券已於本年度償還。

– F-246 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2016 Notes

On 25 April 2016, the Company issued senior notes in an

aggregate principal amount of USD250,000,000. On 25 April

2019, the Company settled the 2016 Notes with an aggregate

principal amount of USD250,000,000.

2016 Notes are listed on the Singapore Exchange Securities

Trading Limited (“SGX”). The 2016 Notes are:

(a) secured, carry interest at rate of 6.525% per annum

and interest is payable semi-annually on 25 April and 25

October of each year, commencing 25 October 2016,

and have a maturity date of on 25 April 2019, unless

redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2016 Notes;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by subsidiaries of the Company other than

those organised under the laws of the PRC (“Guarantors”)

the on a senior basis, subject to certain limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

43. 優先票據及債券（續）

二零一六年票據

於二零一六年四月二十五日，本公司發

行本金總額為250,000,000美元之優先票

據。於二零一九年四月二十五日，本公

司以本金總額250,000,000美元償還二零

一六年票據。

二零一六年票據於新加坡證券交易所

（「新交所」）上市。二零一六年票據為：

(a) 有抵押，按年利率6.525%計息及

利息於每年四月二十五日及十月

二十五日每半年支付一次，自二零

一六年十月二十五日開始，到期日

為二零一九年四月二十五日，提早

贖回則另作別論；

(b) 在受償權利上較列明次級二零一六

年票據受償的本公司任何未來責任

享有優先受償權；

(c) 至少與本公司所有其他無抵押及非

次級債務處於及將處於同等受償地

位（惟在適用法律下該等次級債務

有任何優先權則另當別論）；

(d) 由本公司附屬公司（「擔保人」，根

據中國法律組織者除外）以優先方

式擔保，惟須受該若干限制所規

限；及

(e) 實際次於本公司附屬公司（並非擔

保人）的所有現有及未來的債務。

– F-247 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2016 Notes (continued)

At any time and from time to time prior to 25 April 2019, the

Company may redeem up to 35% of the 2016 Notes, at a

redemption price of 106.525% of their principal amount, plus

accrued and unpaid interest, if any, to (but not including) the

redemption date.

At any time prior to 25 April 2019, the Company may at its

option redeems the 2016 Notes, in whole but not in part, at a

redemption price equals to 100% of the principal amount of

the 2016 Notes plus the applicable premium as defined in the

offering memorandum of the Company dated 18 April 2016

(“Applicable Premium”) as of, and accrued and unpaid interest,

if any, to (but not including) the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2016 Notes and (ii) the excess of (A) the present

value at such redemption date of the redemption price of

the 2016 Notes on 25 April 2019, plus all required remaining

scheduled interest payments due on such 2016 Notes through

25 April 2019 (but excluding accrued and unpaid interest to the

redemption date), computed using a discount rate equal to the

comparable treasury rate plus 100 basis points, over (B) the

principal amount of the 2016 Notes on the redemption date.

43. 優先票據及債券（續）

二零一六年票據（續）

於二零一九年四月二十五日之前隨時及

不時，本公司可按贖回價（二零一六年票

據本金額的106.525%）加直至贖回日期

（但不包括該日）應計且未付利息（如有）贖

回最多35%的二零一六年票據。

本公司有權可選擇於二零一九年四月

二十五日前按贖回價（相等於二零一六年

票據本金額的100%）另加截至贖回日期

（但不包括該日）的適用溢價（按本公司日

期為二零一六年四月十八日的發售備忘

錄所界定）（「適用溢價」）及截至贖回日期

的應計且未付利息（如有）全部而非部分贖

回二零一六年票據。

「適用溢價」為(i)二零一六年票據本金額

之1%及 ( i i ) (A)二零一六年票據於二零

一九年四月二十五日的贖回價於該贖回

日期之現值，另加直至二零一九年四月

二十五日的二零一六年票據所有到期之

餘下規定利息（惟不包括直至該贖回日期

之應計且未付利息），按相等於可比較美

國國債價格之利率另加100個基點計算，

超逾(B)於贖回日期之二零一六年票據本

金額之較高者。

– F-248 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2017 Notes 1 and 2018 Notes 3

On 11 January 2017, the Company issued senior notes in an

aggregate principal amount of USD250,000,000. 2017 Notes 1

are listed on the SGX.

On 26 July 2018, the Company further issued additional senior

notes (the “2018 Note 3”) in an aggregate principal amount of

USD175,000,000 to be consolidated and form a single series

with the 2017 Notes 1, the original notes. The 2017 Notes 1

and 2018 Notes 3 are:

(a) secured, carry interest at rate of 6.35% per annum and

interest is payable semi-annually on 11 January and

11 July of each year, commencing from 11 July 2017,

and have a maturity date of on 11 January 2020, unless

redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2017 Notes 1 and 2018 Notes 3;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by subsidiaries of the Company other than

those organised under the laws of the PRC (“Guarantors”)

the on a senior basis, subject to certain limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

43. 優先票據及債券（續）

二零一七年票據一及二零一八年票據三

於二零一七年一月十一日，本公司發行

本金總額為250,000,000美元之優先票

據。二零一七年票據一於新交所上市。

於二零一八年七月二十六日，本公司進

一步發行本金總額為175,000,000美元的

優先票據（「二零一八年票據三」）並與二零

一七年票據一（原始票據）構成單一系列。

二零一七年票據一及二零一八年票據三

為：

(a) 有抵押，按年利率6.35%計息及利

息於每年一月十一日及七月十一日

每半年支付一次，自二零一七年七

月十一日開始，到期日為二零二零

年一月十一日，提早贖回則另作別

論；

(b) 在受償權利上較列明次級二零一七

年票據一及二零一八年票據三受償

的本公司任何未來責任享有優先受

償權；

(c) 至少與本公司所有其他無抵押及非

次級債務處於及將處於同等受償地

位（惟在適用法律下該等次級債務

有任何優先權則另當別論）；

(d) 由本公司附屬公司（「擔保人」，根

據中國法律組織者除外）以優先方

式擔保，惟須受該若干限制所規

限；及

(e) 實際次於本公司附屬公司（並非擔

保人）的所有現有及未來的債務。

– F-249 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2017 Notes 1 and 2018 Notes 3 (continued)

At any time and from time to time prior to 11 January 2020,

the Company may redeem up to 35% of the 2017 Notes 1

and 2018 Notes 3, at a redemption price of 106.35% of their

principal amount, plus accrued and unpaid interest, if any, to

(but not including) the redemption date.

At any time prior to 11 January 2020, the Company may

at its option redeems the 2017 Notes 1 and 2018 Notes

3, in whole but not in part, at a redemption price equals

to 100% of the principal amount of the 2017 Notes 1 and

2018 Notes 3 plus the applicable premium as defined in the

offering memorandum of the Company dated 4 January 2017

(“Applicable Premium”) as of, and accrued and unpaid interest,

if any, to (but not including) the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2017 Notes 1 and 2018 Notes 3 and (ii) the

excess of (A) the present value at such redemption date of

the redemption price of the 2017 Notes 1 and 2018 Notes 3

on 11 January 2020, plus all required remaining scheduled

interest payments due on such 2017 Notes 1 and 2018 Notes

3 through 11 January 2020 (but excluding accrued and unpaid

interest to the redemption date), computed using a discount

rate equal to the comparable treasury rate plus 100 basis

points, over (B) the principal amount of the 2017 Notes 1 and

2018 Notes 3 on the redemption date.

43. 優先票據及債券（續）

二零一七年票據一及二零一八年票據三（續）

於二零二零年一月十一日之前隨時及

不時，本公司可按贖回價（二零一七年

票據一及二零一八年票據三本金額的

106.35%）加直至贖回日期（但不包括該

日）應計且未付利息（如有），贖回最多

35%的二零一七年票據一及二零一八年

票據三。

本公司有權可選擇於二零二零年一月

十一日前隨時，按贖回價（相等於二零

一七年票據一及二零一八年票據三本金

額的100%）另加截至贖回日期（但不包

括該日）的適用溢價（按本公司日期為二

零一七年一月四日的發售備忘錄所界定）

（「適用溢價」）及截至贖回日期的應計且未

付利息（如有），全部而非部分贖回二零

一七年票據一及二零一八年票據三。

「適用溢價」為(i)二零一七年票據一及二零

一八年票據三本金額之1%及(ii) (A)二零

一七年票據一及二零一八年票據三於二

零二零年一月十一日的贖回價於該贖回

日期之現值，另加直至二零二零年一月

十一日的二零一七年票據一及二零一八

年票據三所有到期之餘下規定利息（惟

不包括直至該贖回日期之應計且未付利

息），按相等於可比較美國國債價格之利

率另加100個基點計算，超逾(B)於贖回日

期之二零一七年票據一及二零一八年票

據三本金額之較高者。

– F-250 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2017 Notes 2

On 13 September 2017, the Company issued senior notes

in an aggregate principal amount of USD250,000,000. 2017

Notes 2 are listed on the SGX. The 2017 Notes 2 are:

(a) secured, carry interest at rate of 5.375% per annum and

interest is payable semi-annually on 13 March and 13

Sep of each year, commencing 13 March 2017, and will

mature on 13 September 2022, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2017 Notes 2;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by subsidiaries of the Company other than

those organised under the laws of the PRC (“Guarantors”)

the on a senior basis, subject to certain limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

At any time and from time to time prior to 13 September 2020,

the Company may redeem up to 35% of the 2017 Notes 2, at

a redemption price of 105.375% of their principal amount, plus

accrued and unpaid interest, if any, to (but not including) the

redemption date.

43. 優先票據及債券（續）

二零一七年票據二

於二零一七年九月十三日，本公司發行

本金總額為250,000,000美元之優先票

據。二零一七年票據二於新交所上市。

二零一七年票據二為：

(a) 有抵押，按年利率5.375%計息及

利息於每年三月十三日及九月十三

日每半年支付一次，自二零一七年

三月十三日開始及將於二零二二年

九月十三日到期，提早贖回則另作

別論；

(b) 在受償權利上較列明次級二零一七

年票據二受償的本公司任何未來責

任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非

次級債務處於及將處於同等受償地

位（惟在適用法律下該等次級債務

有任何優先權則另當別論）；

(d) 由本公司附屬公司（「擔保人」，根

據中國法律組織者除外）以優先方

式擔保，惟須受該若干限制所規

限；及

(e) 實際次於本公司附屬公司（並非擔

保人）的所有現有及未來的債務。

於二零二零年九月十三日之前隨時及不

時，本公司可按贖回價（二零一七年票據

二本金額的105.375%）加直至贖回日期

（但不包括該日）應計且未付利息（如有），

贖回最多35%的二零一七年票據二。

– F-251 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2017 Notes 2 (continued)

On or after 13 September 2020, the Company may on any

one or more occasions redeem all or any part of the Notes,

at the redemption prices (expressed as percentages of

principal amount) at 102.688% in 2020 and 101.344% in

2021, plus accrued and unpaid interest, if any, on the 2017

Notes 2 redeemed, to (but not including) the applicable date

of redemption, if redeemed during the twelve-month period

beginning on 13 September of the years indicated in such

section.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2017 Notes 2 and (ii) the excess of (A) the

present value at such redemption date of the redemption price

of the 2017 Notes 2 on 13 September 2022, plus all required

remaining scheduled interest payments due on such 2017

Notes 2 through 13 September 2022 (but excluding accrued

and unpaid interest to the redemption date), computed using a

discount rate equals to the comparable treasury rate plus 100

basis points, over (B) the principal amount of the 2017 Notes 2

on the redemption date.

2018 Notes 1 and 2018 Notes 2

On 2 May 2018, the Company issued senior notes in an

aggregate principal amount of USD200,000,000 (the “2018

Notes 1”). 2018 Notes 1 are listed on the SGX.

On 11 June 2018, the Company issued additional senior notes

(the “2018 Notes 2”) in an aggregate principal amount of

USD225,000,000 to be consolidated and form a single series

with the 2018 Notes 1, the original notes.

43. 優先票據及債券（續）

二零一七年票據二（續）

本公司可一次或多次選擇於二零二零年

九月十三日或之後所載的贖回價（以本

金額之百分比列示，於二零二零年按

102.688%及於二零二一年按101.344%）

另加截至贖回日期（但不包括該日）贖回二

零一七年票據二之應計且未付利息（如有）

（倘於各年度九月十三日開始的十二個月

期間內按按本節所述進行贖回），全部或

部分贖回票據。

「適用溢價」為(i)二零一七年票據二本金

額之1%及(ii) (A)二零一七年票據二於二

零二二年九月十三日的贖回價於該贖回

日期之現值，另加直至二零二二年九月

十三日的二零一七年票據二所有到期之

餘下規定利息（惟不包括直至該贖回日期

之應計及未付利息），按相等於可比較美

國國債價格之利率另加100個基點計算，

超逾(B)於贖回日期之二零一七年票據二

本金額之較高者。

二零一八年票據一及二零一八年票據二

於二零一八年五月二日，本公司發行本

金總額為200,000,000美元的優先票據

（「二零一八年票據一」）。二零一八年票據

一於新交所上市。

於二零一八年六月十一日，本公司進一

步發行本金總額為225,000,000美元的優

先票據（「二零一八年票據二」）並與二零

一八年票據一（原始票據）構成單一系列。

– F-252 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Notes 1 and 2018 Notes 2 (continued)

The 2018 Notes 1 and 2018 Notes 2 are:

(a) carrying interest at rate of 7.50% per annum and interest

is payable semi-annually on 10 May and 10 November

of each year, commencing 10 November 2018, and will

mature on 10 May 2021, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2018 Notes 1;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

At any time and from time to time prior to 10 May 2020,

the Company may redeem up to 35% of the 2018 Notes 1

and 2018 Notes 2, at a redemption price of 107.5% of their

principal amount, plus accrued and unpaid interest, if any, to

(but not including) the redemption date.

43. 優先票據及債券（續）

二零一八年票據一及二零一八年票據二（續）

二零一八年票據一及二零一八年票據二

為：

(a) 按年利率7.50%計息及利息於每年

五月十日及十一月十日每半年支付

一次，並將於二零一八年十一月十

日開始及將於二零二一年五月十日

到期，提早贖回則另當別論；

(b) 在受償權利上較列明次級二零一八

年票據一受償的本公司任何未來責

任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非

次級債務處於及將處於同等受償地

位（惟在適用法律下該等無抵押非

次級債務有任何優先權則另當別

論）；

(d) 由本公司若干附屬公司（「擔保

人」，根據中國法例組織者除外）以

優先方式擔保，惟須符合若干限制

所規限；及

(e) 實際次於本公司附屬公司（並非擔

保人）的所有現有及未來責任。

於二零二零年五月十日之前隨時及不

時，本公司可按贖回價（二零一八年

票據一及二零一八年票據二本金額的

107.5%）加直至贖回日期（但不包括該日）

應計且未付利息（如有）贖回最多該等票據

的35%。

– F-253 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2018 Notes 1 and 2018 Notes 2 (continued)

At any time prior to 10 May 2020, the Company may at

its option redeem the 2018 Notes 1 and 2018 Notes 2, in

whole but not in part, at a redemption price equal to 100%

of the principal amount of the 2018 Notes 1 and 2018 Notes

2 plus the applicable premium as defined in the offering

memorandum of the Company dated 2 May 2018 (“Applicable

Premium”) as of, and accrued and unpaid interest, if any, to (but

not including) the redemption date.

At any time on or after 10 May 2020, the Company may on

any one or more occasions redeem all or any part of the 2018

Notes 1 and 2018 Notes 2, at a redemption price of 102.00%

plus accrued and unpaid interest, if any, on the 2018 Notes

1 and 2018 Notes 2 redeemed, to (but not including) the

redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2018 Notes 1 and 2018 Notes 2 and (ii) the

excess of (A) the present value at such redemption date of

the redemption price of the 2018 Notes 1 and 2018 Notes

2 on 10 May 2020, plus all required remaining scheduled

interest payments due on such 2018 Notes 1 and 2018 Notes

2 through 10 May 2020 (but excluding accrued and unpaid

interest to the redemption date), computed using a discount

rate equal to the comparable treasury rate plus 100 basis

points, over (B) the principal amount of the 2018 Notes 1 and

2018 Notes 2 on the redemption date.

43. 優先票據及債券（續）

二零一八年票據一及二零一八年票據二（續）

本公司有權可選擇於二零二零年五月十

日前，按相等於二零一八年票據一及二

零一八年票據二本金額100%的贖回價另

加截至贖回日期（但不包括該日）的適用溢

價（按本公司日期為二零一八年五月二日

的發售備忘錄所界定）（「適用溢價」）及截

至贖回日期的應計及未付的利息（如有），

全部而非部分贖回二零一八年票據一及

二零一八年票據二。

於二零二零年五月十日或之後隨時，本

公司可按贖回價（二零一八年票據一及二

零一八年票據二本金額的102.00%）加直

至贖回日期（但不包括該日）應計且未付

利息（如有）一次或多次贖回全部或任何部

分二零一八年票據一及二零一八年票據

二。

「適用溢價」為(i)二零一八年票據一及二零

一八年票據二本金額之1%及(ii)(A)二零

一八年票據一及二零一八年票據二於二

零二零年五月十日的贖回價於該贖回日

期之現值，另加直至二零二零年五月十

日的二零一八年票據一及二零一八年票

據二所有到期之餘下規定利息（惟不包括

直至該贖回日期之應計及未付利息），按

相等於可比較美國國債價格之利率另加

100個基點計算，超逾(B)於贖回日起至二

零一八年票據一及二零一八年票據二本

金額之較高者。

– F-254 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Notes 4 and 2019 Notes 1

On 29 August 2018, the Company issued senior notes in an

aggregate principal amount of USD225,000,000 (the “2018

Notes 4”). 2018 Notes 4 are listed on the SGX.

On 3 January 2019, the Company further issued additional

sen io r no tes in an aggrega te p r inc ipa l amount o f

USD275,000,000 to be consolidated and form a series with the

2018 Notes 4, the original notes. 2019 Notes 1 are listed on

the SGX.

The 2018 Notes 4 and 2019 Notes 1 are:

(a) carrying interest at rate of 7.95% per annum and interest

is payable semi-annually on 7 March and 7 September of

each year, commencing 7 March 2019, will mature on 7

September 2021, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2018 Notes 4 and 2019 Notes 1;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

43. 優先票據及債券（續）

二零一八年票據四而及二零一九年票據一

於二零一八年八月二十九日，本公司發

行本金總額為225,000,000美元的優先票

據（「二零一八年票據四」）。二零一八年票

據四於新交所上市。

於二零一九年一月三日，本公司進一步

發行本金總額為275,000,000美元的額外

優先票據，並與二零一八年票據四（原始

票據）形成一個系列。二零一九年票據一

於新加坡證券交易所上市。

二零一八年票據四及二零一九年票據一

為：

(a) 按年利率7.95%計息及利息於每年

三月七日及九月七日每半年支付一

次，並將於二零一九年三月七日

開始及將於二零二一年九月七日到

期，提早贖回則另當別論；

(b) 在受償權利上較列明次級二零一八

年票據四及二零一九年票據一受償

的本公司任何未來責任享有優先受

償權；

(c) 至少與本公司所有其他無抵押及非

次級債務處於及將處於同等受償地

位（惟在適用法律下該等無抵押非

次級債務有任何優先權則另當別

論）；

(d) 由本公司若干附屬公司（「擔保

人」，根據中國法例組織者除外）以

優先方式擔保，惟須符合若干限制

所規限；及

(e) 實際次於本公司附屬公司（並非擔

保人）的所有現有及未來責任。

– F-255 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2018 Notes 4 and 2019 Notes 1 (continued)

At any time and from time to time prior to 7 September

2020, the Company may redeem up to 35% of the aggregate

principal amount of the 2018 Notes 4 and 2019 Notes 1, at a

redemption price of 107.95% of their principal amount, plus

accrued and unpaid interest, if any, in each case, using the net

cash proceeds from sales of certain kinds of capital stock.

At any time prior to 7 September 2020, the Company will be

entitled at its option to redeem the 2018 Notes 4 and 2019

Notes 1 in whole but not in part, at a redemption price equal

to 100% of the principal amount of the 2018 Notes 4 and

2019 Notes 1 being redeemed plus the applicable premium as

defined in the offering memorandum of the Company dated 29

August 2018 and 3 January 2019 (“Applicable Premium”) as of,

and accrued and unpaid interest if any, to (but not including),

the redemption date.

At any time on or after 7 September 2020, the Company may

on any one or more occasions redeem all or any part of the

2018 Notes 4 and 2019 Notes 1, at a redemption price of

102% plus accrued and unpaid interest, if any, on the 2018

Notes 4 and 2019 Notes 1 redeemed, to (but not including) the

redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2018 Notes 4 and 2019 Notes 1 and (ii) the

excess of (A) the present value at such redemption date of

the redemption price of the 2018 Notes 4 and 2019 Notes 1

on 7 September 2020, plus all required remaining scheduled

interest payments due on such 2018 Notes 4 and 2019 Notes

1 through 7 September 2020 (but excluding accrued and

unpaid interest to the redemption date), computed using a

discount rate equal to the comparable treasury rate plus 100

basis points, over (B) the principal amount of the 2018 Notes 4

and 2019 Notes 1 on the redemption date.

43. 優先票據及債券（續）

二零一八年票據四而及二零一九年票據一（續）

於二零二零年九月七日之前隨時及不

時，本公司可按本金額107.95%的贖

回價加應計且未付利息（如有）贖回最多

35%的二零一八年票據四及二零一九年

票據一，於各情況下，使用銷售若干種

類資本股票所得款項。

於二零二零年九月七日之前隨時，本公

司將有權選擇按相等於本金額的100%的

贖回價另加截至贖回日期（但不包括該日）

的適用溢價（按本公司日期為二零一八年

八月二十九日及二零一九年一月三日的

發售備忘錄所界定）（「適用溢價」）及截至

贖回日期的應計且未付利息（如有），全部

而非部分贖回二零一八年票據四及二零

一九年票據一。

於二零二零年九月七日或之後隨時，本

公司可一次或多次選擇按102%的贖回價

加直至贖回日期（但不包括該日）贖回二零

一八年票據四及二零一九年票據一之應

計且未付利息（如有），全部或部分贖回二

零一八年票據四及二零一九年票據一。

「適用溢價」為(i)二零一八年票據四及二零

一九年票據一本金額之1%及(ii)(A)二零

一八年票據四及二零一九年票據一於二

零二零年九月七日的贖回價於該贖回日

期之現值，另加直至二零二零年九月七

日的二零一八年票據四及二零一九年票

據一所有到期之餘下規定利息（惟不包括

直至該贖回日期之應計及未付利息），按

相等於可比較美國國債價格之利率另加

100個基點計算，超逾(B)於贖回日起至二

零一八年票據四及二零一九年票據一本

金額之較高者。

– F-256 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Notes 5

On 29 August 2018, the Company issued senior notes in an

aggregate principal amount of SGD100,000,000 (the “2018

Note 5”). 2018 Notes 5 are listed on the SGX. The 2018 Notes

5 are:

(a) carrying interest at rate of 7.15% per annum and interest

is payable semi-annually on 7 March and 7 September of

each year, commencing 7 March 2019, will mature on 7

September 2021, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2018 Note 5;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

43. 優先票據及債券（續）

二零一八年票據五

於二零一八年八月二十九日，本公司發

行本金總額為100,000,000新加坡元的優

先票據（「二零一八年票據五」）。二零一八

年票據五於新交所上市。二零一八年票

據五為：

(a) 按年利率7.15%計息及利息於每年

三月七日及九月七日每半年支付一

次，並將於二零一九年三月七日

開始及將於二零二一年九月七日到

期，提早贖回則另當別論；

(b) 在受償權利上較列明次級二零一八

年票據五受償的本公司任何未來責

任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非

次級債務處於及將處於同等受償地

位（惟在適用法律下該等無抵押非

次級債務有任何優先權則另當別

論）；

(d) 由本公司若干附屬公司（「擔保

人」，根據中國法例組織者除外）以

優先方式擔保，惟須符合若干限制

所規限；及

(e) 實際次於本公司附屬公司（並非擔

保人）的所有現有及未來責任。

– F-257 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2018 Notes 5 (continued)

At any time and from time to time prior to 7 September

2020, the Company may redeem up to 35% of the aggregate

principal amount of the 2018 Notes 5, at a redemption price

of 107.15% of their principal amount, plus accrued and unpaid

interest, if any, in each case, using the net cash proceeds from

sales of certain kinds of capital stock.

At any time prior to 7 September 2020, the Company will be

entitled at its option to redeem the 2018 Notes 5 in whole

but not in part, at a redemption price equal to 100% of the

principal amount of the 2018 Notes 5 being redeemed plus

applicable premium as defined in the offering memorandum

of the Company dated 29 August 2018 (the “Applicable

Premium”) as of, and accrued and unpaid interest if any, to (but

not including), the redemption date.

At any time on or after 7 September 2020, the Company may

on any one or more occasions redeem all or any part of the

2018 Notes 5, at a redemption price of 102% plus accrued and

unpaid interest, if any, on the 2018 Notes 5 redeemed, to (but

not including) the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2018 Notes 5 and (ii) the excess of (A) the

present value at such redemption date of the redemption price

of the 2018 Notes 5 on 7 September 2020, plus all required

remaining scheduled interest payments due on such 2018

Notes 5 through 7 September 2020 (but excluding accrued

and unpaid interest to the redemption date), computed using

a discount rate equal to 2.5%, over (B) the principal amount of

the 2018 Notes 5 on the redemption date.

43. 優先票據及債券（續）

二零一八年票據五（續）

於二零二零年九月七日之前隨時及不

時，本公司可按二零一八年票據五本金

額107.15%的贖回價加應計且未付利息

（如有）贖回最多35%的二零一八年票據

五，於各情況下，使用銷售若干種類資

本股票所得款項。

於二零二零年九月七日之前任何時間，

本公司將有權選擇按相等於所贖回二零

一八年票據五本金額100%的贖回價另加

截至贖回日期（但不包括該日）的適用溢價

（按本公司日期為二零一八年八月二十九

日的發售備忘錄所界定）（「適用溢價」）及

截至贖回日期的應計及未付的利息（如

有），全部而非部分贖回二零一八年票據

五。

於二零二零年九月七日或之後隨時，本

公司可一次或多次選擇按102%的贖回價

加直至贖回日期（但不包括該日）贖回二零

一八年票據五之應計且未付利息（如有），

全部或部分贖回二零一八年票據五。

「適用溢價」為(i)二零一八年票據五本金額

之1%及(ii)(A)二零一八年票據五於二零二

零年九月七日的贖回價於該贖回日期之

現值，另加直至二零二零年九月七日的

二零一八年票據五所有到期之餘下規定

利息（惟不包括直至該贖回日期之應計及

未付利息），按相等於2.5%的貼現率計

算，超逾(B)於贖回日起至二零一八年票

據五本金額之較高者。

– F-258 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Private Corporate Bonds

On 23 July 2018, Aoyuan Group issued domestic corporate

bonds of RMB2,400,000,000 with a term of three years

(collectively as the “2018 Private Corporate Bonds”), of

which, RMB1,200,000,000 is carrying interest at rate of

8.5% (the “2018 Private Corporate Bonds 1”) and another

RMB1,200,000,000 is carrying interest at the rate of 8% per

annum (the “2018 Private Corporate Bonds 2”). 2018 Private

Corporate Bonds are unsecured, and interest is payable

annually, commencing 24 July 2018. 2018 Private Corporate

Bonds will mature on 24 July 2021 unless the bonds holders

sell back the bonds to Aoyuan Group earlier.

Aoyuan Group is entitled to adjust upwards to the interest

rate on 24 July 2020, 30 days of trading prior to the second

interest repayment date for the 2018 Private Corporate Bonds

1. Upon the adjustment, bonds holders may at their options

(“Put options”) to sell back 2018 Private Corporate Bonds 1 to

Aoyuan Group in whole or in part at face value of their principal

amount within five days of trading from 24 July 2020.

For 2018 Private Corporate Bonds 2, Aoyuan Group is entitled

to adjust upwards to the interest rate on 24 July 2019 and

24 July 2020, 30 days of trading prior to the first and second

interest repayment date. Upon the adjustment, bonds holders

may at their options (“Put options”) to sell back 2018 Private

Corporate Bonds 2 to Aoyuan Group in whole or in part at face

value of their principal amount within five days of trading from

24 July 2019 and 24 July 2020, respectively.

43. 優先票據及債券（續）

二零一八年私募公司債券

於二零一八年七月二十三日，奧園集團

發行人民幣2,400,000,000元三年期境內

公司債券（統稱為「二零一八年私募公司

債券」），其中，人民幣1,200,000,000元

按年利率8.5%計息（「二零一八年私募公

司債券一」）及人民幣1,200,000,000元按

年利率8%計息（「二零一八年私募公司債

券二」）。二零一八年私募公司債券為無

抵押，且自二零一八年七月二十四日起

每年須支付利息。除非債券持有人提早

將債券售回予奧園集團，否則二零一八

年私募公司債券將於二零二一年七月

二十四日到期。

奧園集團有權於二零二零年七月二十四

日（第二個利息償還日前30個交易日）向

上調整二零一八年私募公司債券一的利

率。於作出調整後，在自二零二零年七

月二十四日起計五個交易日內，債券持

有人可按照期權（「賣出期權」）按本金額面

值將二零一八年私募公司債券一全部或

部分售回予奧園集團。

對於二零一八年私募公司債券二，奧園

集團有權於二零一九年七月二十四日及

二零二零年七月二十四日（第一個及第二

個利息償還日前30個交易日）向上調整利

率。於作出調整後，在自二零一九年七

月二十四日及二零二零年七月二十四日

起計五個交易日內，債券持有人可按照

期權（「賣出期權」）按本金額面值分別將二

零一八年私募公司債券二全部或部分售

回予奧園集團。

– F-259 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2018 Listed Corporate Bonds

On 10 October 2018, Aoyuan Group issued domestic corporate

bonds in an aggregate principal of RMB1,500,000,000 (the

“2018 Listed Corporate Bonds”). The issue price was 100.00%

of the principal amount of 2018 Listed Corporate Bonds.

2018 Listed Corporate Bonds are listed on the SSE, which

are unsecured, carry interest at rate of 8.5% per annum and

interest is payable annually on 15 October 2018 in arrears.

2018 Listed Corporate Bonds will mature on 11 October 2021

unless the bonds holders sell back the bonds to Aoyuan Group

earlier.

Aoyuan Group is entitled to adjust upwards to the interest rate

on 11 October 2020, 15 days of trading prior to the second

interest repayment date for the 2018 Listed Corporate Bonds.

Upon the adjustment, bonds holders may at their options (“Put

options”) to sell back 2018 Listed Corporate Bonds to Aoyuan

Group in whole or in part at face value of their principal amount

within three days of trading from 11 October 2020.

43. 優先票據及債券（續）

二零一八年上市公司債券

於二零一八年十月十日，奧園集團發行

本金總額為人民幣1,500,000,000元之

境內公司債券（「二零一八年上市公司債

券」）。發行價為二零一八年上市公司債

券本金額之100.00%。

二零一八年上市公司債券於上交所上

市，為無抵押、按8.5%之年利率計息

且利息須在每年期末於二零一八年十月

十五日支付。二零一八年上市公司債券

將於二零二一年十月十一日到期，除非

債券持有人提前將債券售回予奧園集

團。

奧園集團有權於二零二零年十月十一日

（二零一八年上市公司債券第二筆利息償

還日期前十五個交易日）上調利率。於調

整後，債券持有人可自二零二零年十月

十一日起三個交易日內行使彼等的期權

（「售出期權」）按本金額的面值全部或部分

售回二零一八年上市公司債券予奧園集

團。

– F-260 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2019 Notes 2

On 15 January 2019, the Company issued senior notes in an

aggregate principal amount of USD500,000,000. 2019 Notes 2

are listed on the SGX. The 2019 Notes 2 are:

(a) carry interest at rate of 8.5% per annum and interest is

payable semi-annually on 23 January and 23 July of each

year, commencing 23 July 2019, and will mature on 23

January 2022, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2019 Notes 2;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

43. 優先票據及債券（續）

二零一九年票據二

於二零一九年一月十五日，本公司發行

本金總額500,000,000美元的優先票據。

二零一九年票據二於新加坡證券交易所

上市。二零一九年票據二為：

(a) 按年利率8.5%計息及利息於每年一

月二十三日及七月二十三日每半年

支付一次，並將於二零一九年七月

二十三日開始及將於二零二二年一

月二十三日到期，提早贖回則另當

別論；

(b) 在受償權利上較列明次級二零一九

年票據二受償的本公司任何未來責

任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非

次級債務處於及將處於同等受償地

位（惟在適用法律下該等無抵押非

次級債務有任何優先權則另當別

論）；

(d) 由本公司若干附屬公司（「擔保

人」，根據中國法例組織者除外）以

優先方式擔保，惟須符合若干限制

所規限；及

(e) 實際次於本公司附屬公司（並非擔

保人）的所有現有及未來責任。

– F-261 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2019 Notes 2 (continued)

At any time and from time to time prior to 23 January 2021, the

Company may redeem up to 35% of the aggregate principal

amount of the 2019 Notes 2 at a redemption price of 108.5%

of the principal amount, plus accrued and unpaid interest, if

any, with the net cash proceeds from sales of certain kinds of

its capital stock, subject to certain conditions.

At any time prior to 23 January 2021, the Company will be

entitled at its option redeem the 2019 Notes 2, in whole but

not in part, at a redemption price equal to 100% of the principal

amount of the 2019 Notes 2 plus the applicable premium as

defined in the offering memorandum of the Company dated 15

January 2019 (“Applicable Premium”) as of, and accrued and

unpaid interest, if any, to (but not including), the redemption

date.

At any time on or after 23 January 2021, the Company may

on any one or more occasions redeem all or any part of the

2019 Notes 2, at a redemption price of 102% of their principal

amount, plus accrued and unpaid interest, if any, on the 2019

Notes 2 redeemed, to (but not including) the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2019 Notes 2 and (ii) the excess of (A) the

present value at such redemption date of the redemption price

of the 2019 Notes 2 on 23 January 2021, plus all required

remaining scheduled interest payments due on such 2019

Notes 2 through 23 January 2021 (but excluding accrued and

unpaid interest to the redemption date), computed using a

discount rate equal to the adjusted treasury rate plus 100 basis

points, over (B) the principal amount of the 2019 Notes 2 on

the redemption date.

43. 優先票據及債券（續）

二零一九年票據二（續）

於二零二一年一月二十三日之前隨時及

不時，本公司可以遵照若干條件，以出

售其若干類別股本的所得款項現金淨

額，按其本金額108.5%的贖回價加累計

及未付利息（如有）贖回最多35%的二零

一九年票據二本金總額。

本公司有權可選擇於二零二一年一月

二十三日前，按相等於二零一九年票據

二本金金額的100%的贖回價另加截至贖

回日期（但不包括該日）的適用溢價（按本

公司日期為二零一九年一月十五日的發

售備忘錄所界定）（「適用溢價」）及截至贖

回日期的應計及未付的利息（如有），全部

而非部分贖回二零一九年票據二。

於二零二一年一月二十三日或之後，本

公司可於一種或多種情況下按二零一九

年票據二本金額102%的贖回價，另加截

至贖回日期（不含當日）的應計未付利息

（如有），贖回全部或任何部份二零一九年

票據二。

「適用溢價」為(i)二零一九年票據二本金額

之1%及(ii)(A)二零一九年票據二於二零

二一年一月二十三日的贖回價於該贖回

日期之現值，另加直至二零二一年一月

二十三日的二零一九年票據二所有到期

之餘下規定利息（惟不包括直至該贖回日

期之應計及未付利息），按相等於課調整

後的美國國債價格之利率另加100個基點

計算，超逾(B)於贖回日起至二零一九年

票據二本金額之較高者。

– F-262 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2019 Notes 3 and 2019 Notes 5

On 11 February 2019, the Company issued senior notes in an

aggregate principal amount of USD225,000,000. 2019 Notes 3

are listed on the SGX.

On 30 July 2019, the Company further issued additional senior

notes (the “2019 Notes 5”) in an aggregate principal amount of

USD250,000,000 to be consolidated and form a single series

with the 2019 Notes 3, the original notes. 2019 Notes 5 are

listed on the SGX.

The 2019 Notes 3 and 2019 Notes 5 are:

(a) carry interest at rate of 7.95% per annum and interest is

payable semi-annually on 19 February and 19 August of

each year, commencing 19 August 2019, and will mature

on 19 February 2023, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2019 Notes 3 and 2019 Notes 5;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

43. 優先票據及債券（續）

二零一九年票據三及二零一九年票據五

於二零一九年二月十一日，本公司發行

本金總額225,000,000美元的優先票據。

二零一九年票據三於新加坡證券交易所

上市。

於二零一九年七月三十日，本公司進一

步發行本金總額為250,000,000美元的優

先票據（「二零一九年票據五」）並與二零

一九年票據三（原始票據）構成單一系列。

二零一九年票據五於新交所上市。

二零一九年票據三及二零一九年票據五

為：

(a) 按年利率7.95%計息及利息於每年

二月十九日及八月十九日每半年支

付一次，並將於二零一九年八月

十九日開始及將於二零二三年二

月十九日到期，提早贖回則另當別

論；

(b) 在受償權利上較列明次級二零一九

年票據三及二零一九年票據五受償

的本公司任何未來責任享有優先受

償權；

(c) 至少與本公司所有其他無抵押及非

次級債務處於及將處於同等受償地

位（惟在適用法律下該等無抵押非

次級債務有任何優先權則另當別

論）；

– F-263 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2019 Notes 3 and 2019 Notes 5 (continued)

(d) guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

At any time and from time to time prior to 19 February 2022,

the Company may redeem up to 35% of the aggregate

principal amount of the 2019 Notes 3 and 2019 Notes 5 at a

redemption price of 107.95% of the principal amount, plus

accrued and unpaid interest, if any, with the net cash proceeds

from sales of certain kinds of its capital stock, subject to

certain conditions.

At any time prior to 19 February 2022, the Company will be

entitled at its option redeem the 2019 Notes 3 and 2019 Notes 5,

in whole but not in part, at a redemption price equal to 100% of

the principal amount of the 2019 Notes 3 and 2019 Notes 5 plus

the applicable premium as defined in the offering memorandum

of the Company dated 11 February 2019 and 30 July 2019

(“Applicable Premium”) as of, and accrued and unpaid interest,

if any, to (but not including), the redemption date.

At any time on or after 19 February 2022, the Company may on

any one or more occasions redeem all or any part of the 2019

Notes 3 and 2019 Notes 5, at a redemption price of 102% of

their principal amount, plus accrued and unpaid interest, if any,

on the 2019 Notes 3 and 2019 Notes 5 redeemed, to (but not

including) the redemption date.

43. 優先票據及債券（續）

二零一九年票據三及二零一九年票據五（續）

(d) 由本公司若干附屬公司（「擔保

人」，根據中國法例組織者除外）以

優先方式擔保，惟須符合若干限制

所規限；及

(e) 實際次於本公司附屬公司（並非擔

保人）的所有現有及未來責任。

於二零二二年二月十九日之前隨時及不

時，本公司可以遵照若干條件，以出售

其若干類別股本的所得款項現金淨額，

按其本金額107.95%的贖回價加累計

及未付利息（如有）贖回最多35%的二零

一九年票據三及二零一九年票據五本金

總額。

本公司有權可選擇於二零二二年二月

十九日前，按相等於二零一九年票據三

及二零一九年票據五本金金額的100%的

贖回價另加截至贖回日期（但不包括該日）

的適用溢價（按本公司日期為二零一九年

二月十一日及二零一九年七月三十日的

發售備忘錄所界定）（「適用溢價」）及截至

贖回日期的應計及未付的利息（如有），全

部而非部分贖回二零一九年票據三及二

零一九年票據五。

於二零二二年二月十九日或之後，本公司

可於一種或多種情況下按二零一九年票據

三及二零一九年票據五本金額102%的贖

回價，另加截至贖回日期（不含當日）的應

計未付利息（如有），贖回全部或任何部份

二零一九年票據三及二零一九年票據五。

– F-264 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2019 Notes 3 and 2019 Notes 5 (continued)

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2019 Notes 3 and 2019 Notes 5 and (ii) the

excess of (A) the present value at such redemption date of

the redemption price of the 2019 Notes 3 and 2019 Notes 5

on 19 February 2022, plus all required remaining scheduled

interest payments due on such 2019 Notes 3 and 2019 Notes

5 through 19 February 2022 (but excluding accrued and unpaid

interest to the redemption date), computed using a discount

rate equal to the adjusted treasury rate plus 100 basis points,

over (B) the principal amount of the 2019 Notes 3 and 2019

Notes 5 on the redemption date.

2019 Notes 4

On 14 June 2019, the Company issued senior notes in an

aggregate principal amount of USD200,000,000. 2019 Notes 4

are unlisted. The 2019 Notes 4 are:

(a) carry interest at rate of 7.35% per annum and interest

is payable semi-annually on 21 June and 21 December

of each year, commencing 21 December 2019, and will

mature on 21 June 2023, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2019 Notes 4;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

43. 優先票據及債券（續）

二零一九年票據三及二零一九年票據五（續）

「適用溢價」為(i)二零一九年票據三及二零

一九年票據五本金額之1%及(ii)(A)二零

一九年票據三及二零一九年票據五於二

零二二年二月十九日的贖回價於該贖回

日期之現值，另加直至二零二二年二月

十九日的二零一九年票據三及二零一九

年票據五所有到期之餘下規定利息（惟

不包括直至該贖回日期之應計及未付利

息），按相等於課調整後的美國國債價格

之利率另加100個基點計算，超逾(B)於贖

回日起至二零一九年票據三及二零一九

年票據五本金額之較高者。

二零一九年票據四

於二零一九年六月十四日，本公司發行

本金總額200,000,000美元的優先票據。

二零一九年票據四並未上市。二零一九

年票據四為：

(a) 按年利率7.35%計息及利息於每年

六月二十一日及十二月二十一日每

半年支付一次，並將於二零一九

年十二月二十一日開始及將於二零

二三年六月二十一日到期，提早贖

回則另當別論；

(b) 在受償權利上較列明次級二零一九

年票據四受償的本公司任何未來責

任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非

次級債務處於及將處於同等受償地

位（惟在適用法律下該等無抵押非

次級債務有任何優先權則另當別

論）；

– F-265 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2019 Notes 4 (continued)

(d) guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

At any time and from time to time prior to 21 June 2022, the

Company may redeem up to 35% of the aggregate principal

amount of the 2019 Notes 4 at a redemption price of 107.35%

of the principal amount, plus accrued and unpaid interest, if

any, with the net cash proceeds from sales of certain kinds of

its capital stock, subject to certain conditions.

At any time prior to 21 June 2022, the Company will be entitled

at its option redeem the 2019 Notes 4, in whole but not in part,

at a redemption price equal to 100% of the principal amount

of the 2019 Notes 4 plus the applicable premium as defined

in the offering memorandum of the Company dated 14 June

2019 (“Applicable Premium”) as of, and accrued and unpaid

interest, if any, to (but not including), the redemption date.

At any time and from time to time on or after 21 June 2022,

the Company may, in whole or in part, redeem the 2019 Notes

4, at a redemption price of 100% of their principal amount,

plus accrued and unpaid interest, if any, to (but not including)

the redemption date.

43. 優先票據及債券（續）

二零一九年票據四（續）

(d) 由本公司若干附屬公司（「擔保

人」，根據中國法例組織者除外）以

優先方式擔保，惟須符合若干限制

所規限；及

(e) 實際次於本公司附屬公司（並非擔

保人）的所有現有及未來責任。

於二零二二年六月二十一日之前隨時及

不時，本公司可以遵照若干條件，以出

售其若干類別股本的所得款項現金淨

額，按其本金額107.35%的贖回價加累

計及未付利息（如有）贖回最多35%的二

零一九年票據四本金總額。

本公司有權可選擇於二零二二年六月

二十一日前，按相等於二零一九年票據

四本金金額的100%的贖回價另加截至贖

回日期（但不包括該日）的適用溢價（按本

公司日期為二零一九年六月十四日的發

售備忘錄所界定）（「適用溢價」）及截至贖

回日期的應計及未付的利息（如有），全部

而非部分贖回二零一九年票據四。

於二零二二年六月二十一日或之後，本

公司可隨時及不時按二零一九年票據四

本金額100%的贖回價，另加截至贖回日

期（不含當日）的應計未付利息（如有），贖

回全部或任何部份二零一九年票據四。

– F-266 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2019 Notes 4 (continued)

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2019 Notes 4 and (ii) the excess of (A) the

present value at such redemption date of the redemption

price of the 2019 Notes 4 on 21 June 2022, plus all required

remaining scheduled interest payments due on such 2019

Notes 4 through 21 June 2022 (but excluding accrued and

unpaid interest to the redemption date), computed using a

discount rate equal to the adjusted treasury rate plus 100 basis

points, over (B) the principal amount of the 2019 Notes 4 on

the redemption date.

On or after 21 June 2022, upon written notice by a holder as

defined in the offering memorandum of the Company dated

14 June 2019 (“Holder”), the Company must purchase all

outstanding notes of such Holder at a purchase price equal

to 100%, in each case, of the principal amount thereof plus

accrued and unpaid interest, if any, to the date of repurchase.

2019 Listed Corporate Bonds

On 29 August 2019, Aoyuan Group issued domestic corporate

bonds in an aggregate principal of RMB1,500,000,000 (the

“2019 Listed Corporate Bonds”). The issue price was 100.00%

of the principal amount of 2019 Listed Corporate Bonds.

2019 Listed Corporate Bonds are listed on the SSE, which

are unsecured, carry interest at rate of 6.8% per annum and

interest is payable annually on 30 August in arrears. 2019

Listed Corporate Bonds will mature on 23 August 2023 unless

the bonds holders sell back the bonds to Aoyuan Group earlier.

43. 優先票據及債券（續）

二零一九年票據四（續）

「適用溢價」為(i)二零一九年票據四本金額

之1%及(ii)(A)二零一九年票據四於二零

二二年六月二十一日的贖回價於該贖回

日期之現值，另加直至二零二二年六月

二十一日的二零一九年票據四所有到期

之餘下規定利息（惟不包括直至該贖回日

期之應計及未付利息），按相等於課調整

後的美國國債價格之利率另加100個基點

計算，超逾(B)於贖回日起至二零一九年

票據四本金額之較高者。

於二零二二年六月二十一日或之後，經

本公司日期為二零一九年六月十四日的

發售備忘錄所界定的持有人（「持有人」）發

出的書面通知，本公司必須在每種情況

下以相當於購買價格100%的購買價加直

至回購日期累計及未付利息（如有）購買該

持有人的所有未行使票據。

二零一九年上市公司債券

於二零一九年八月二十九日，奧園集團

發行本金總額為人民幣1,500,000,000元

之境內公司債券（「二零一九年上市公司

債券」）。發行價為二零一九年上市公司

債券本金額之100.00%。

二零一九年上市公司債券於上交所上

市，為無抵押、按6.8%之年利率計息且

利息須在每年期末於八月三十日支付。

二零一九年上市公司債券將於二零二三

年八月二十三日到期，除非債券持有人

提前將債券售回予奧園集團。

– F-267 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

2019 Listed Corporate Bonds (continued)

Aoyuan Group is entitled to adjust upwards to the interest

rate on 29 August 2021, 20 days of trading prior to the second

interest repayment date for the 2019 Listed Corporate Bonds.

Upon the adjustment, bonds holders may at their options (“Put

options”) to sell back 2019 Listed Corporate Bonds to Aoyuan

Group in whole or in part at face value of their principal amount

within three days of trading from 29 August 2021.

2019 Notes 6

On 15 November 2019, the Company issued senior notes in

an aggregate principal amount of USD100,000,000 (the “2019

Notes 6”). The 2019 Notes 6, which are unlisted, carry interest

at a rate of 6.75% per annum and interest is payable semi-

annually on 13 May 2020 and 13 November 2020. The 2019

Notes 6 will mature on 13 November 2020, unless redeemed

earlier.

At any time and from time to time prior to 13 November

2020, the Company may redeem up to 35% of the aggregate

principal amount of the 2019 Notes 6 at a redemption price

of 106.75% of the principal amount, plus accrued and unpaid

interest, if any, to (but not including) the redemption date;

provided that at least 65% of the aggregate principal amount

of the 2019 Notes 6 originally issued remains outstanding after

each such redemption and any such redemption takes place

within 60 days after the closing of the related Equity Offering.

43. 優先票據及債券（續）

二零一九年上市公司債券（續）

奧園集團有權於二零二一年八月二十九

日（二零一九年上市公司債券第二筆利息

償還日期前二十個交易日）上調利率。於

調整後，債券持有人可自二零二一年八

月二十九日起三個交易日內行使彼等的

期權（「售出期權」）按本金額的面值全部或

部分售回二零一九年上市公司債券予奧

園集團。

二零一九年票據六

於二零一九年十一月十五日，本公司發

行本金總額為100,000,000美元的優先票

據（「二零一九年票據六」）。二零一九年票

據六為非上市，按年利率6.75%計息及

利息於二零二零年五月十三日及二零二

零年十一月十三日每半年支付一次。二

零一九年票據六將於二零二零年十一月

十三日到期，提早贖回則另當別論。

於二零二零年十一月十三日之前隨時及

不時，本公司可按二零一九年票據六本

金額106.75%的贖回價另加截至贖回日

期（不含當日）的應計且未付利息（如有）

贖回最多35%的二零一九年票據六的本

金總額；惟於各有關贖回及於有關股本

發售結束後60日內進行的任何有關贖回

後，至少65%原本已發行的二零一九年

票據六本金總額須仍未償還。

– F-268 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2019 Notes 6 (continued)

At any time prior to 13 November 2020, the Company will be

entitled at its option to redeem the 2019 Notes 6, in whole but

not in part, at a redemption price equal to 100% of the principal

amount of the 2019 Notes 6 plus the applicable premium

as defined in the offering memorandum of the Company

dated 15 November 2019 (“Applicable Premium”) as of, and

accrued and unpaid interest, if any, to (but not including), the

redemption date.

The 2019 Notes 6 may also be redeemed at the option of

the Company, as a whole but not in part, upon giving not

less than 30 days’ nor more than 60 days’ notice to the

Holders, the Paying Agent and the Trustee (which notice shall

be irrevocable) at a redemption price equal to 100% of the

principal amount thereof, together with accrued and unpaid

interest.

43. 優先票據及債券（續）

二零一九年票據六（續）

於二零二零年十一月十三日之前任何時

間，本公司將有權選擇按相等於所贖回

二零一九年票據六本金額100%的贖回價

另加截至贖回日期（但不包括該日）的適

用溢價（按本公司日期為二零一九年十一

月十五日的發售備忘錄所界定）（「適用溢

價」）及截至贖回日期的應計及未付的利

息（如有），全部而非部分贖回二零一九年

票據六。

倘發生以下事項，本公司可選擇於發出

不少於30日及不超過60日之通知予持有

人、付款代理及受託人（該通知為不可撤

回）後，於任何時間贖回全部（而非部分）

二零一九年票據六，贖回價相等於相關

本金額之100%，加應計及未付利息。

– F-269 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

(a) Liability component represents the present value of

the contractually determined stream of future cash

flows discounted at the prevailing market interest rate

at that time applicable to instruments of comparable

credit status and providing substantially the same cash

flows, on the same terms, but without the embedded

derivatives.

The interest charged for the year is calculated by applying

an effective interest rate of approximately 9.31% (2018:

9.31%), 7.09% (2018: 7.09%), 5.75% (2018: 5.75%),

8.48% (2018: 8.48%), 8.43% (2018: 8.43%), 8.31%

(2018: 8.31%), 8.52% (2018: 8.52%), 7.54% (2018:

7.54%), 8.14% (2018: 8.12%), 8.67% (2018: 8.62%),

9.25% (2018: 8.89%), 8.43%, 8.88%, 8.37%, 7.43%,

5.82%, 6.98% and 8.27% per annum to the liability

component respectively since the 2016 Private Corporate

Bonds, 2017 Notes 1, 2017 Notes 2, 2018 Notes 1, 2018

Notes 2, 2018 Notes 3, 2018 Notes 4, 2018 Notes 5,

2018 Private Corporate Bonds 1, 2018 Private Corporate

Bonds 2, 2018 Listed Corporate Bonds, 2019 Notes 1,

2019 Notes 2, 2019 Notes 3, 2019 Notes 4, 2019 Notes

5, 2019 Listed Corporate Bonds and 2019 Notes 6 were

issued.

43. 優先票據及債券（續）

(a) 負債部分為將合約約定的未來現金

流量，按照具有類似信用評級且提

供大致上相同現金流量但不包含嵌

入衍生工具的債務工具的當時適用

市場利率進行折現確定。

年內利息以負債部分自二零一六年

私募公司債券、二零一七年票據

一、二零一七年票據二、二零一八

年票據一、二零一八年票據二、二

零一八年票據三、二零一八年票據

四、二零一八年票據五、二零一八

年私募公司債券一、二零一八年私

募公司債券二、二零一八年上市

公司債券、二零一九年票據一、二

零一九年票據二、二零一九年票據

三、二零一九年票據四、二零一九

年票據五、二零一九年上市公司債

券及二零一九年票據六發行以來分

別按實際年利率約9.31%（二零一八

年：9.31%)、7.09%（二零一八

年：7.09%)、5.75%（二零一八

年：5.75%)、8.48%（二零一八

年：8.48%)、8.43%（二零一八

年：8.43%)、8.31%（二零一八

年：8.31%)、8.52%（二零一八

年：8.52%)、7.54%（二零一八

年：7.54%)、8.14%（二零一八

年：8.12%)、8.67%（二零一八

年：8.62%)、9.25%（二零一八

年：8.89%)、8.43%、8.88%、

8.37%、7.43%、5.82%、6.98%

及8.27%計算。

– F-270 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

(a) (continued)

Movement of the liability component in above Notes and

Corporate Bonds during the period is set out below:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Carrying amount as at 1 January 於一月一日賬面值 16,970,161 12,575,445

Proceeds received 已收所得款項 12,300,493 9,604,182

Exchange loss 匯兌虧損 221,036 388,212

Interest expenses 利息開支 2,076,100 1,140,333

Interest paid to notes holders 已付票據持有人利息 (1,581,923) (881,336)

Early redemptions of 2016

Private Corporate Bond

提早贖回二零一六年

私募公司債券 – (390,305)

Settlement of 2016 Notes and 2016

Private Corporate Bonds (2018: 2015

Notes, 2015 Listed Corporate Bonds

and 2015 Private Corporate Bonds

結算二零一六年票據、及

二零一六年私募公司債券

（二零一八年：二零一五年票

據、二零一五年上市公司債券

及二零一五年私募公司債券） (3,182,675) (5,466,370)

Carrying amount as at 31 December 於十二月三十一日賬面值 26,803,192 16,970,161

Analysed for reporting purpose: 就呈報目的分析：

Non-current liabilities 非流動負債 18,739,179 12,499,712

Current liabilities 流動負債 8,064,013 4,470,449

26,803,192 16,970,161

(b) Early redemption options of the Company are regarded

as embedded derivatives not closely related to the host

contract. The directors of the Company consider that the

fair value of the early redemption options is insignificant

on initial recognition date, 31 December 2018 and 31

December 2019.

43. 優先票據及債券（續）

(a) （續）

上述票據及公司債券負債部分的年

內變動如下：

(b) 本公司將提早贖回權視為並非與

主合約有密切關係的嵌入衍生工

具。本公司董事認為提早贖回權於

初始確認時、於二零一八年十二

月三十一日及二零一九年十二月

三十一日的公平值不重大。

– F-271 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

43. Senior Notes and Bonds (continued)

(c) Put options held by the bond holders are regarded as

embedded derivative closely related to the economic

characteristics and risks of the host contract, therefore,

the written put options are not separated from liability

component.

The fair value of above Notes and Corporate Bonds as at 31

December are set out below:

2019 2018

二零一九年 二零一八年

Notes RMB’000 RMB’000

附註 人民幣千元 人民幣千元

2016 Notes 二零一六年票據 (i) – 1,716,040

2016 Private Corporate Bonds 二零一六年私募公司債券 (ii) 149,947 1,619,033

2017 Notes 1 二零一七年票據一 (i) 1,743,583 1,705,316

2017 Notes 2 二零一七年票據二 (i) 1,659,439 1,516,578

2018 Notes 1 二零一八年票據一 (i) 1,397,911 1,346,230

2018 Notes 2 二零一八年票據二 (i) 1,572,650 1,514,509

2018 Notes 3 二零一八年票據三 (i) 1,220,508 1,193,722

2018 Notes 4 二零一八年票據四 (i) 1,584,458 1,560,836

2018 Notes 5 二零一八年票據五 (i) 519,100 488,320

2018 Private Corporate Bonds 二零一八年私募公司債券 (ii) 2,401,722 2,381,744

2018 Listed Corporate Bonds 二零一八年上市公司債券 (i) 1,526,850 1,508,850

2019 Notes 1 二零一九年票據一 (i) 1,936,560 –

2019 Notes 2 二零一九年票據二 (i) 3,561,584 –

2019 Notes 3 二零一九年票據三 (i) 1,592,575 –

2019 Notes 4 二零一九年票據四 (ii) 1,392,483 –

2019 Notes 5 二零一九年票據五 (i) 1,769,528 –

2019 Listed Corporate Bonds 二零一九年上市公司債券 (i) 1,500,000 –

2019 Notes 6 二零一九年票據六 (ii) 694,000 –

26,222,898 16,551,178

43. 優先票據及債券（續）

(c) 債券持有人所持有的賣出期權視為

與主合約的經濟特點及風險有密切

關係的嵌入衍生工具，因此，書面

賣出期權並未與負債部分分開。

上述票據及公司債券於十二月三十一日

之公平值列示如下：

– F-272 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

43. SENIOR NOTES AND BONDS (continued)

Notes:

(i) Fair value is calculated by using the quoted price based on relevant

stock exchanges at the end of the reporting period (or the nearest day of

trading).

(ii) Fair value is determined with reference to valuations carried out by

Duff & Phelps (H.K.) Holdings Limited, a qualified external valuer. The

corresponding fair value is calculated by using Binomial model. The

variables and assumptions used in computing the fair value are based on

the directors’ of the Company best estimate.

44. Provisions

Guangzhou

Wan Pui

LuoAo

Real Estate

Development

Guangzhou

Shangshui

Wuchuan

Maoyuan Total

廣州萬貝 蘿奧房地產開發 廣州尚水 吳川茂源 總計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

(a) (b) (c) (d)

At 1 January 2018 於二零一八年一月一日 580,721 383,354 138,807 – 1,102,882

Additional provisions recognised 已確認額外撥備 979 474 386 – 1,839

Release upon the delivery

of completed properties

於已竣工物業交付後解除

– (207,104) – – (207,104)

At 31 December 2018 於二零一八年十二月三十一日 581,700 176,724 139,193 – 897,617

Additional provisions recognised 已確認額外撥備 – 2,947 – 615,542 618,489

Release upon the delivery

of completed properties

於已竣工物業交付後解除

(581,700) – – – (581,700)

At 31 December 2019 於二零一九年十二月三十一日 – 179,671 139,193 615,542 934,406

43. 優先票據及債券（續）

附註：

(i) 公平值乃按於報告期末（或最近交易日）基於相關證券交易所的報價計算。

(ii) 公平值經參考合資格外部估值師D u f f &

Phelps (H.K.) Holdings Limited進行之估值釐定。相應公平值採用二項式模式計算。計算公平值時使用的變量及假設乃根據本公司董事之最佳估計。

44. 撥備

– F-273 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

44. Provisions (continued)

(a) On 31 December 2011, the Group entered into an

agreement (the “Agreement 1”) with Pan Information

Technology Limited (“PIT”). According to the Agreement

1, the Group injected cash of RMB154,700,000 in 廣州

市萬貝投資管理有限公司 (the “Guangzhou Wan Pui”), an

entity established in the PRC which is principally engaged

in property development. The Group held 65% equity

interest in Guangzhou Wan Pui after the completion of

capital injection while PIT held 35% equity interest in

the Guangzhou Wan Pui. In addition, the Group and PIT

agreed that the Group has to transfer 35% of completed

properties of the property project in Guangzhou Wan

Pui to PIT and in return PIT requires to transfer its 35%

equity interest in the Guangzhou Wan Pui to the Group

upon completion of the property project.

The Group is responsible for project financing and project

management. PIT agreed not to involve in the daily

operation and management of this property project.

According to the Agreement 1, PIT has agreed not to

share any profit or loss of Guangzhou Wan Pui.

Guangzhou Wan Pui is accounted for as a wholly owned

subsidiary of the Company and PIT has provided land

to the Group to develop the property project in return

to have 35% of completed properties. Accordingly, the

potential amount of the development expenditure and

other attributable expenses for the development of

properties to be incurred to complete the development

of the 35% completed properties to be delivered to PIT is

accounted for as provision of the Group in respect of cost

of the land.

During the year ended 31 December 2019, the Group

delivered all completed properties to Guangzhou Wan

Pui.

44. 撥備（續）

(a) 於二零一一年十二月三十一日，

本集團與番禺信息技術有限公司

（「番禺信息技術」）訂立協議（「協議

一」）。根據協議一，本集團向廣

州市萬貝投資管理有限公司（「廣

州萬貝」）（於中國成立的實體，主

要從事物業開發）注資現金人民幣

154,700,000元。於注資完成後，

本集團持有廣州萬貝之65%股權，

而番禺信息技術則持有廣州萬貝之

35%股權。此外，本集團及番禺信

息技術同意，本集團需於物業項目

完成後向番禺信息技術轉讓廣州萬

貝物業開發項目35%已竣工物業，

以換取番禺信息技術向本集團轉讓

其於廣州萬貝之35%股權。

本集團負責項目融資及項目管理。

番禺信息技術已同意不參與此物業

項目的日常營運及管理。根據該協

議一，番禺信息技術已同意不分享

廣州萬貝任何溢利及虧損。

廣州萬貝入賬列為本公司全資附屬

公司，而番禺信息技術向本集團提

供土地以開發物業項目，以換取

35%已竣工物業。據此，完成開發

將向番禺信息技術交付之35%已完

成物業所產生開發物業的開發支出

及其他相關費用之潛在金額入賬列

為本集團有關土地成本之撥備。

於截至二零一九年十二月三十一日

止年度，本集團向廣州萬貝交付所

有已竣工物業。

– F-274 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

44. Provisions (continued)

(b) On 8 August 2013, the Company entered into an

agreement (the “Agreement 2”) with Luogang Business

Association and Yijing Investment to establish “LuoAo

Real Estate Development” with a registered capital

of RMB100,000,000 which engages in property

development.

According to the Agreement 2, the Group injected

RMB60,000,000 to LuoAo Real Estate Development

and the Group held 60% equity interest in LuoAo Real

Estate Development after the completion of capital

injection while each of Luogang Business Association

and Yi j ing Investment in jected RMB20,000,000

respectively and each of them held 20% equity interest

in LuoAo Real Estate Development respectively. In

addition, the Group, Luogang Business Association

and Yijing Investment agreed that after the completion

of the development of property project by LuoAo Real

Estate Development, the Group has to transfer 40% of

completed properties to Luogang Business Association

and Yijing Investment in return Luogang Business

Association and Yijing Investment have to contribute

part of the land consideration at RMB926,350,000. The

Group is responsible for project financing and project

management. Luogang Business Association and Yijing

Investment agreed not to involve in daily operation

and management of this property project. In addition,

Luogang Business Association and Yijing Investment

have agreed not to share any profit or loss of LuoAo Real

Estate Development.

44. 撥備（續）

(b) 於二零一三年八月八日，本公司與

蘿崗經濟聯合社及頤境投資訂立一

份協議（「協議二」），以註冊資本人

民幣100,000,000元成立「蘿奧房地

產開發」，從事物業開發。

根據協議二，本集團向蘿奧房地產

開發注入人民幣60,000,000元，並

於注資完成之後持有蘿奧房地產開

發60%股權，而蘿崗經濟聯合社

及頤境投資各自則分別注入人民幣

20,000,000元且彼等各自分別持有

蘿奧房地產開發20%股權。此外，

本集團、蘿崗經濟聯合社及頤境投

資協定，於蘿奧房地產開發完成物

業項目之後，本集團須將已竣工物

業之40%轉讓予蘿崗經濟聯合社

及頤境投資，作為回報，蘿崗經濟

聯合社及頤境投資須撥付部分土地

代價人民幣926,350,000元。本集

團負責項目融資和項目管理。蘿崗

經濟聯合社及頤境投資已同意不參

與該物業項目日常營運及管理。此

外，蘿崗經濟聯合社及頤境投資已

同意不會分享蘿奧房地產開發的任

何溢利或虧損。

– F-275 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

44. Provisions (continued)

(b) (continued)

Luo Ao Real Estate Development is accounted for

as a wholly owned subsidiary of the Company and

Luogang Business Association and Yijing Investment

have provided part of the land considerat ion at

RMB926,350,000 to the Group to develop the property

project in return to have 40% completed properties.

Accordingly, the potential development expenditure

and other attributable expenses for the development of

properties to be incurred to complete the development

of the 40% completed properties to be delivered to

Luogang Business Association and Yijing Investment is

accounted for as provision of the Group in respect of the

cost of the land.

During the year ended 31 December 2019, the Group

did not deliver any completed properties to Luogang

Business Association (2018: RMB34,904,000) and Yijing

Investment (2018: RMB172,200,000), respectively.

44. 撥備（續）

(b) （續）

蘿奧房地產開發入賬列為本公司一

間全資附屬公司，而蘿崗經濟聯合

社及頤境投資已向本集團提供部分

土地代價人民幣926,350,000元以

開發物業項目，以換取40%已完成

物業。據此，完成開發將向蘿崗經

濟聯合社及頤境投資交付之40%已

完成物業所產生開發物業的開發支

出及其他相關費用之潛在金額入賬

列為本集團有關土地成本之撥備。

於截至二零一九年十二月三十一

日止年度，本集團並無向蘿崗

經濟聯合社及頤境投資分別交

付已竣工物業（二零一八年：

人民幣3 4 , 9 0 4 , 0 0 0元及人民幣

172,200,000元）。

– F-276 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

44. Provisions (continued)

(c) On 28 February 2014, the Company entered into an

agreement (the “Agreement 3”) with two independent

parties, Mr. Zhong Jiawen and Mr. Zhong Binghong.

According to the Agreement 3, the Group injected

cash of RMB10,408,000 in 廣州尚水酒業有限公司 the

“Guangzhou Shangshui”), an entity established in the

PRC which principally engaged in property development.

The Group held 51% equity interest in Guangzhou

Shangshui after the completion of capital injection while

the two independent parties held 49% equity interest

in Guangzhou Shangshui. In addition, the Group, two

independent parties agreed that after the completion

of the development of property project by Guangzhou

Shangshui, the Group has to transfer 50% of completed

properties to the two independent parties in return

the two independent parties have to contribute part

of the land consideration at RMB207,356,800. The

Group is responsible for project financing and project

management. The two independent parties agreed not

to involve in daily operation and management of this

property project. In addition, two independent parties

have agreed not to share any profit or loss of Guangzhou

Shangshui.

Guangzhou Shangshui is accounted for as a wholly owned

subsidiary of the Company and the two independent

parties have provided part of the land consideration at

RMB207,356,800 to the Group to develop the property

project in return to have 50% of completed properties.

Accordingly, the potential development expenditure

and other attributable expenses for the development of

properties to be incurred to complete the development

of the 50% of completed properties of the property

project to be delivered to the two independent parties is

accounted for as provision of the Group in respect of the

land cost contributed by two independent parties.

44. 撥備（續）

(c) 於二零一四年二月二十八日，本

公司與兩名獨立人士鍾加文先生

及鍾炳洪先生訂立一份協議（「協議

三」）。根據協議三，本集團向廣州

尚水酒業有限公司（「廣州尚水」）注

資現金人民幣10,408,000元，廣州

尚水為於中國成立的實體，主要從

事物業發展。注資完成後，本集團

持有廣州尚水的51%股權，而兩名

獨立人士則持有廣州尚水的49%

股權。此外，本集團與兩名獨立人

士協定，於廣州尚水完成物業發展

後，本集團須向兩名獨立人士轉讓

50%已竣工物業，以取得兩名獨立

人士提供部分土地，代價為人民幣

207,356,800元。本集團須負責項

目融資和項目管理。該兩名獨立人

士已同意不參與該物業項目的日常

營運及管理。此外，兩名獨立人士

已同意不會分佔廣州尚水的任何溢

利或虧損。

廣州尚水列為本公司旗下的全資附

屬公司，而兩名獨立人士已向本

集團提供部分土地以供發展物業

項目，代價為人民幣207,356,800

元，藉以取得50%已竣工物業。據

此，就完成發展將交付予兩名獨立

人士的50%已竣工物業項目的物業

將產生的物業發展潛在發展開支及

其他應佔開支乃列作本集團就兩名

獨立人士所注入的土地成本所作撥

備。

– F-277 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

44. Provisions (continued)

(d) On 3 December 2018, the Company entered into an

agreement (the “Agreement 4”) with吳川市盈潤置業

有限公司(the “Wuchuan Yingrun”). According to the

Agreement 4, the Group purchased 72% equity interests

o f吳川市茂源房地產開發有限公司 ( t he “Wuchuan

Maoyuan”), an entity established in the PRC which

principally engaged in property development and was

previously held 72% equity shares by Wuchuan Yingrun,

while the remaining 28% equity interests are held by

吳川市海濱街博茂居委清源居民小組 ( the “Wuchuan

Haibin”). In addition, the Group and Wuchuan Haibin

agreed that after the completion of the development of

property project by Wuchuan Maoyuan, the Group has

to transfer 28% of completed properties to Wuchuan

Haibin, in return Wuchuan Haibin have to contribute

part of the land consideration at RMB44,154,580. The

Group is responsible for project financing and project

management. Wuchuan Haibin agreed not to involve in

daily operation and management of this property project.

In addition, Wuchuan Haibin has agreed not to share any

profit or loss of Wuchuan Maoyuan.

Wuchuan Maoyuan is accounted for as a wholly

owned subsidiary of the Company and Wuchuan

Haibin has provided part of the land consideration at

RMB44,154,580 to the Group to develop the property

project in return to have 28% of completed properties.

Accordingly, the potential development expenditure

and other attributable expenses for the development of

properties to be incurred to complete the development

of the 28% of completed properties of the property

project to be delivered to Wuchuan Haibin is accounted

for as provision of the Group in respect of the land cost

contributed by Wuchuan Haibin.

44. 撥備（續）

(d) 於二零一八年十二月三日，本公司

與吳川市盈潤置業有限公司（「吳川

盈潤」）訂立一份協議（「協議四」）。

根據協議四，本集團購買吳川市

茂源房地產開發有限公司（「吳川茂

源」）72%股權，吳川茂源為於中國

成立的實體，主要從事物業發展，

先前由吳川盈潤持有其72%股權，

而餘下28%股權由吳川市海濱街博

茂居委清源居民小組（「吳川海濱」）

持有。此外，本集團與吳川海濱協

定，於吳川茂源完成物業發展後，

本集團須向吳川海濱轉讓28%已

竣工物業，以取得吳川海濱提供部

分土地，代價為人民幣44,154,580

元。本集團須負責項目融資和項目

管理。吳川海濱已同意不參與該物

業項目的日常營運及管理。此外，

吳川海濱已同意不會分佔吳川茂源

的任何溢利或虧損。

吳川茂源列為本公司旗下的全資附

屬公司，而吳川海濱已向本集團提

供部分土地以供發展物業項目，代

價為人民幣44,154,580元，藉以取

得28%已竣工物業。據此，就完成

發展將交付予吳川海濱的28%已竣

工物業項目的物業將產生的物業發

展潛在發展開支及其他應佔開支乃

列作本集團就吳川海濱所注入的土

地成本所作撥備。

– F-278 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

45. Share Capital

Number

of shares Amount

股份數目 金額

HK$’000

千港元

Ordinary shares of HK$0.01 each 每股面值0.01港元的普通股

Authorised: 法定：

At 1 January 2018, 31 December 2018

and 31 December 2019

於二零一八年一月一日、

二零一八年十二月三十一日及

二零一九年十二月三十一日 100,000,000,000 1,000,000

Issued and fully paid: 已發行及繳足：

At 1 January 2018 於二零一八年一月一日 2,676,571,354 26,765

Shares repurchased and cancelled 已購回及註銷股份 (3,688,000) (37)

Share option exercised (note) 已行使購股權（附註） 5,000,000 50

At 31 December 2018 二零一八年十二月三十一日 2,677,883,354 26,778

Share option exercised (note) 已行使購股權（附註） 12,500,000 125

At 31 December 2019 於二零一九年十二月三十一日 2,690,383,354 26,903

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Shown in the consolidated financial

statements as

於綜合財務報表呈列

25,453 25,343

Note:

All the new ordinary shares issued in 2019 and 2018 rank pari passu with the

then existing shares in all respects.

45. 股本

附註：

所有於二零一九年及二零一八年發行的新普通股均與當時已有股份在各方面享有同等地位。

– F-279 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

45. Share Capital (continued)

During the year ended 31 December 2018, pursuant to the

general mandate given to the directors of the Company, the

Company repurchased its own shares through the SEHK as

follows:

Month of repurchase

No. of ordinary

shares of

HK$0.01 each of

the Company price per share

Aggregate

consideration

paid

購回月份

本公司每股面值

0.01港元的

普通股數目

每股價格 已付總代價

Highest Lowest

最高 最低

HK$ HK$ HK$’000

港元 港元 千港元

For the year ended

31 December 2018

截至二零一八年十二月

三十一日止年度

– July 2018 －二零一八年七月 3,688,000 5.42 5.10 19,512

During the year ended 31 December 2018, a total of 3,688,000

shares were repurchased and cancelled. Nominal value of

HK$36,880 (equivalent to RMB30,000) of the shares cancelled

was credited to capital redemption reserve, and the premium

paid and the related costs incurred for the repurchase of

HK$19,475,000 (equivalent to RMB15,820,000) was charged

against share premium of the Company.

None of the Company’s subsidiaries purchased, sold or

redeemed any of the Company’s listed securities during the

year.

45. 股本（續）

於截至二零一八年十二月三十一日止年

度，根據授予本公司董事的一般授權，

本公司透過香港聯交所購回以下自身股

份：

於截至二零一八年十二月三十一日止

年度，合共3,688,000股股份被購回及

註銷。所註銷股份的面值36,880港元

（相等於人民幣30,000元）計入資本贖回

儲備，就購回支付的溢價及產生的相

關成本19,475,000港元（相等於人民幣

15,820,000元）從本公司的股份溢價中扣

除。

於年內，本公司附屬公司概無購買、出

售或贖回本公司任何上市證券。

– F-280 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

46. Capital Risk Management

The Group manages its capital to ensure that entities in the

Group will be able to continue as a going concern while

maximising the return to shareholders through the optimisation

of the debt and equity balance. The Group’s overall strategy

remains unchanged from prior year.

The capital structure of the Group consists of net debts,

which includes bank and other borrowings disclosed in note

40, loans from non-controlling shareholders of subsidiaries

in note 39, senior notes and bonds disclosed in note 43,

other payables disclosed in note 36, amounts due to non-

controlling shareholders of subsidiaries disclosed in note

31, amounts due to joint ventures disclosed in note 38 and

amounts due to associates disclosed in note 33, net of cash

and cash equivalents and restricted bank deposits, and equity

attributable to owners of the Company, comprising share

capital, reserves and retained profits.

The directors of the Company review the capital structure

periodically. As part of this review, the directors of the

Company assess budgets of major property projects taking into

account of the provision of fundings. Based on the operating

budgets, the directors of the Company consider the cost of

capital and the risks associated with each class of capital and

balance its overall capital structure through the payment of

dividends, new share issues and share buy-back as well as the

issue of new debts or the redemption of existing debts.

46. 資本風險管理

本集團管理其資本，以確保本集團內各

實體將能夠以持續經營方式營運，同時

亦透過達致債務與股本結餘之間最佳的

平衡而為股東爭取最大回報。自上年以

來，本集團的整體策略維持不變。

本集團之資本結構包括負債淨額（包括附

註40所披露銀行及其他借款、附註39來

自附屬公司非控股股東的貸款、附註43

所披露優先票據及債券、附註36所披露

其他應付款、附註31所披露應付附屬公

司非控股東款項、附註38所披露應付合

營企業款項及附註33所披露應付聯營公

司款項），扣除現金及現金等價物及受限

制銀行存款，以及本公司股權持有人應

佔權益（包括股本、儲備及保留溢利）。

本公司董事定期檢討資本結構。作為此

項審閱之一部分，本公司董事評估大型

項目之預算，並考慮所獲得之資金。本

公司董事根據營運預算，考慮資本成本

及與各類別資本有關之風險，以及藉支

付股息、發行新股及股份回購、發行新

債或贖回現有債務平衡整體之資本架

構。

– F-281 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

47. Financial Instruments

(a) Categories of financial instruments

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Financial assets 金融資產

Financial assets at amortised cost 按攤銷成本之金融資產 89,204,584 46,871,719

Equity instruments at FVTOCI 按公平值計入其他全面收益

之股本工具 245,777 31,465

Financial assets at FVTPL 按公平值計入損益之金融資產 1,278,900 1,852,400

Financial liabilities 金融負債

Amortised cost 攤銷成本 147,232,287 84,991,797

(b) Financial risk management objectives and policies

The Group’s major financial instruments include equity

instruments at FVTOCI, financial assets at FVTPL,

structured deposits, trade and other receivables,

amounts due from non-controlling shareholders of

subsidiaries, joint ventures and associates, restricted

bank deposits, bank balances and cash, trade and other

payables, amounts due to non-controlling shareholders

of subsidiaries, joint ventures and associates, bank and

other borrowings, senior notes and bonds, and loans

from non-controlling shareholders of subsidiaries. Details

of these financial instruments are disclosed in respective

notes. The risks associated with these financial

instruments include market risk (interest rate risk, foreign

currency risk and other price risk), credit risk and liquidity

risk. The policies on how to mitigate these risks are set

out below.

47. 金融工具

(a) 金融工具類別

(b) 財務風險管理目標及政策

本集團主要金融工具包括按公平值計入

其他全面收益之股本工具、按公平值計

入損益之金融資產、結構性存款、衍生

金融工具、貿易及其他應收款、應收附

屬公司之非控股股東、關連公司、合營

企業及聯營公司款項、受限制銀行存

款、銀行結餘及現金、貿易及其他應付

款、應付附屬公司之非控股股東、合營

企業及聯營公司款項、銀行及其他借

款、優先票據及債券及來自附屬公司非

控股股東的貸款。此等金融工具詳情於

相應附註中披露。與此等金融工具相關

的主要風險包括市場風險（包括利率風

險、外匯風險及其他價格風險）、信貸風

險及流動資金風險。減輕該等風險的政

策載列如下。

– F-282 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

The management manages and monitors these

exposures to ensure appropr iate measures are

implemented on a timely and effective manner.

Market risk

(i) Interest rate risk

The Group is exposed to cash flow interest rate risk

related primarily to its variable-rate bank borrowings,

other payables, restricted bank deposits and bank

balances.

The Group is also exposed to fair value interest rate

risk related primarily to fixed-rate bank and other

borrowings, interest bearing portion of amounts

due from joint ventures, associates and non-

controlling shareholders and amounts due to joint

ventures, loans from non-controlling shareholders

of subsidiaries, senior notes and bonds and the

interest bearing payables. The Group currently

does not enter any interest rate swaps to hedge its

exposure to fair value interest rate risk. However,

the management will consider hedging significant

interest rate exposure should the need arise.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

管理層管理及監察該等風險，以確

保及時有效地施行適當措施。

市場風險

(i) 利率風險

本集團現金流量利率風險主

要與其浮息銀行借款、其他

應付款、受限制銀行存款及

銀行結餘有關。

本集團的公平值利率風險主

要與定息銀行及其他借款、

應收合營企業、聯營企業及

非控股股東款項及應付合營

企業款項之計息部分、來自

附屬公司非控股股東的貸款

及優先票據及債券及計息應

付款有關。本集團目前並無

訂立任何利率掉期對沖該等

利率風險。然而，管理層於

有需要時將考慮對沖重大利

率風險。

– F-283 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Market risk (continued)

(i) Interest rate risk (continued)

Sensitivity analysis

The sensitivity analysis below has been determined

based on the exposure to cash flow interest rate

risk for its variable-rate bank borrowings and

other payables at the end of the reporting period.

The restricted bank deposits and bank balances

are not included in the sensitivity analysis as the

management of the Group considers that the

interest rate fluctuation is minimal. The analysis is

prepared assuming the other payables and variable-

rate bank borrowings outstanding at the end of the

reporting period were outstanding for the whole

year. A 50 (2018: 50) basis points increase or

decrease is used when reporting cash flow interest

rate risk internally to key management personnel

and represents management’s assessment of the

possible change in interest rate.

If interest rates had been 50 (2018: 50) basis points

higher/lower with all other variables were held

constant, the Group’s post-tax profit for the year

ended 31 December 2019 would decrease/increase

by RMB88,075,000 (2018: decrease/increase by

RMB69,580,000).

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

市場風險（續）

(i) 利率風險（續）

敏感度分析

以下敏感度分析乃基於報告

期末浮息銀行及借款及其他

應付款之現金流利率風險釐

定。受限制銀行存款及銀行

結餘由於本集團管理層認為

利率波動極小，故不包括於

敏感性分析。該分析乃假設

於報告期末其他應付款及浮

息銀行借款尚未償還且於整

個年度尚未償還而編製。向

主要管理人員內部匯報現金

流利率風險時所採用50（二零

一八年：50）基點的增減，代

表管理層對利率的潛在變動

作出的評估。

倘利率上升╱下降50（二零

一八年：50）基點，而所有

其他可變因素均維持不變，

則本集團截至二零一九年

十二月三十一日止年度之

除稅後溢利將減少╱增加

人民幣88,075,000元（二零

一八年：減少╱增加人民幣

69,580,000元）。

– F-284 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Market risk (continued)

(ii) Foreign currency risk

The Group’s transactions were mainly conducted

in RMB, the functional currency of the Company

and its subsidiaries, and its major receivables and

payables are denominated in RMB. The Group is

subject to foreign exchange rate risk arising from

the assets and liabilities which are denominated in

currency other than the functional currency of the

relevant group entity. The majority of the Group’s

foreign currency transactions and balances are

denominated in HKD, AUD, CAD and USD. The

management closely monitors foreign currency

exposure and will consider hedging significant

foreign currency exposure should the need arise.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

市場風險（續）

(ii) 外匯風險

本集團之交易主要以本公司

及其附屬公司的功能貨幣人

民幣進行，其主要應收款及

應付款均以人民幣列值。本

集團承受因以相關集團實體

之功能貨幣以外的貨幣列值

之資產及負債而產生之匯率

風險。本集團之大部分外匯

交易及結餘以港元、澳元、

加元及美元列值。管理層密

切監察外匯風險，並將在有

需要時考慮對沖重大外匯風

險。

– F-285 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Market risk (continued)

(ii) Foreign currency risk (continued)

The Group’s foreign currency denominated

monetary assets and monetary liabilities include

bank and other borrowings, senior notes and bank

balances at the end of respective reporting period

and the carrying amounts are as follows:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Assets 資產

HKD 港元 2,853,706 1,617,636

USD 美元 6,306,494 67,465

Great Britain Pound 英鎊 2 732

Japanese Yen 日元 1 17

European dollars 歐元 356 8,741

AUD 澳元 112 39

Singapore dollars 新加坡元 – 143

Intra-group balances 集團內公司間結餘

AUD 澳元 2,304,616 1,875,668

CAD 加元 2,278,940 1,559,796

Liabilities 負債

HKD 港元 6,055,223 5,085,528

USD 美元 23,541,804 12,411,662

Singapore dollars 新加坡元 524,790 505,677

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

市場風險（續）

(ii) 外匯風險（續）

本集團於各報告期末以外幣

列值的貨幣資產及貨幣負債

（包括銀行及其他借款、優先

票據及銀行結餘）及賬面值如

下：

– F-286 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Market risk (continued)

(ii) Foreign currency risk (continued)

Sensitivity analysis

The following table details the Group’s sensitivity

to a 5% (2018: 5%) increase and decrease in RMB

against the relevant foreign currencies including

intra-group balances. The sensitivity rates used

represents management’s assessment of the

reasonably possible change in foreign exchange

rates. A positive number below indicates an

increase in post-tax profit for the year where RMB

strengthens 5% (2018: 5%) against the relevant

currency. For a 5% (2018: 5%) weakening of RMB

against the relevant currency, there would be an

equal and opposite impact on the post-tax profit

and the balances below would be negative.

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Profit for the year 年內溢利

HKD 港元 160,290 173,444

USD 美元 866,982 616,992

Great Britain Pound 英鎊 – (27)

Japanese Yen 日元 – (1)

European dollars 歐元 (13) (328)

AUD 澳元 (115,236) (93,785)

CAD 加元 (113,947) (77,990)

Singapore dollars 新加坡元 26,240 25,277

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

市場風險（續）

(ii) 外匯風險（續）

敏感度分析

下表詳述本集團對人民幣兌

相關外幣匯率上升及下降5%

（二零一八年：5%）的敏感度

（包括集團內公司間結餘）。

所採用之敏感度乃代表管理

層對匯率的合理潛在變動所

作的評估。下列正數反映本

年度除稅後溢利在人民幣兌

相關外幣匯率上升 5 %（二

零一八年：5%）時增加的數

目。人民幣兌相關外幣的匯

率若下降5%（二零一八年：

5%），則本年度除稅後溢利

將受到等效但相反的影響而

以下結餘將為負值。

– F-287 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Market risk (continued)

(iii) Other price risk

The Group is exposed to equity price risk through

its investments in equity instruments measured at

FVTOCI. The Group invested in certain unquoted

equity instruments for investees operating in

relevant industry sector for long term strategic

purposes which had been designated as FVTOCI.

The Group currently does not have a hedging

policy in relation to the price risk. The Group has

appointed a special team to monitor the price risk

and will consider hedging the risk exposure should

the need arise.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

市場風險（續）

(iii) 其他價格風險

本集團透過其按公平值計入

其他全面收益計量的股本工

具投資面臨股權價格風險。

為長期策略目的，本集團為

於相關行業經營的投資者投

資於若干無報價股本投資已

指定為按公平值計入其他全

面收益。本集團目前暫未有

相關政策應對價格風險。本

集團已委託一隊專責人員監

控價格風險，並將考慮於有

需要時對沖有關風險。

– F-288 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Credit risk and Impairment Assessment

In order to minimise the credit risk of trade receivables,

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 and other receivables at the

end of the reporting period to ensure that adequate

impairment losses are made for irrecoverable amounts.

In addition, the Group performs impairment assessment

under ECL model upon application of IFRS 9 on trade

balances individually or based on provision matrix.

For trade receivables with gross carrying amount

of RMB916,937,000 (2018: RMB532,313,000), the

Group has applied the simplified approach in IFRS 9 to

measure the loss allowance at lifetime ECL. No trade

receivables at 31 December 2019 is identified as credit-

impaired. The lifetime ECL provided for trade receivables

is RMB3,547,000 (2018: RMB5,174,000) (life-time not

credit-impaired) for the year ended 31 December 2019

based on historical credit loss experience adjusted by

forward-looking estimates without undue cost or effort,

the loss rate ranging from 0.11% to 65.34% is adjusted

to reflect the current conditions and forecasts of future

economic conditions, as appropriate.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

信貸風險及減值評估

為將貿易應收款之信貸風險降至最

低，本集團管理層已委派一支團隊

專責釐定信貸限額、信貸審批及其

他監察程序，以確保可採取跟進措

施收回逾期債務。此外，本集團亦

於報告期末審閱各項個別貿易及其

他應收款之可收回金額，確保已就

不可收回金額計提足夠的減值虧

損。此外，本集團於應用國際財務

報告準則第9號後個別地或根據撥

備矩陣就貿易結餘進行預期信貸虧

損模式下的減值評估。就總賬面值

為人民幣916,937,000元（二零一八

年：人民幣532,313,000元）的貿易

應收款而言，本集團已應用國際財

務報告第9號的簡化方法以按存續

期預期信貸虧損計量虧損撥備。於

二零一九年十二月三十一日，無貿

易應收款存在信貸減值。截至二零

一九年十二月三十一日止年度就貿

易應收款項計提預期信貸虧損人民

幣3,547,000元（二零一八年：人民

幣5,174,000元）（存續期非信貸減

值）基於過往信貸虧損經驗並經毋

須花費過多成本或精力作出的前瞻

性估計的調整。虧損率介乎0.11%

至65.34%乃經調整以反映目前情

況及對未來經濟狀況的預測（視情

況而定）。

– F-289 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Credit risk and Impairment Assessment (continued)

The credit risk of other receivables, amounts due

from non-controlling shareholders of subsidiaries,

joint ventures and associates are managed through an

internal process. The credit quality of each counterparty

is investigated before an advance is made. The Group

also actively monitors the outstanding amounts owed

by each debtor and identifies any credit risks in a timely

manner in order to reduce the risk of a credit related loss.

The Group performs impairment assessment under ECL

model upon application of IFRS 9 on these outstanding

balance.

For other receivables with gross carrying amount of

RMB14,147,971,000 (2018: RMB4,685,307,000), the

Group measures the loss allowance at 12m ECL. There

has been no significant increase in credit risk since initial

recognition for these financial assets. The balances are

monitored on an ongoing basis and the Group’s exposure

to bad debts is not significant since the Group trades only

with recognised and creditworthy third parties, there is

no requirement for collateral.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

信貸風險及減值評估（續）

其他應收款、應收附屬公司非控股

股東、合營企業及聯營公司款項的

信貸風險透過內部程序管理。在作

出墊款前會對各交易對手方的信貸

質素進行調查。本集團亦積極監察

各債務人欠付的未償還款項，及時

識別任何信貸風險以降低信貸相關

虧損的風險。本集團於應用國際財

務報告準則第9號時對該等未償還

結餘根據預期信貸虧損模式進行減

值評估。

就 總 賬 面 值 為 人 民 幣

14,147,971,000元（二零一八年：

人民幣4,685,307,000元）的其他應

收款而言，本集團按12個月預期信

貸虧損計量虧損撥備。就該等金融

資產，自初次確認後未發現重大信

貸風險的增加。結餘按持續基準監

管及本集團面臨的壞賬風險並不重

大，原因為本集團僅與知名及信譽

良好的第三方交易，並無抵押品的

要求。

– F-290 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Credit risk and Impairment Assessment (continued)

Where applicable, an impairment analysis on other

receivables is performed at each reporting date by

considering the probability of default of comparable

companies with published credit ratings, if any. In

the situation where no comparable companies with

credit ratings can be identified, expected credit losses

are estimated by applying a loss rate approach with

reference to the historical loss record of the Group. The

loss rate ranging from 0.01% to 2.01% is adjusted to

reflect the current conditions and forecasts of future

economic conditions, as appropriate. As at 31 December

2019, the Group has provided 12m ECL amounting to

RMB107,337,000 (2018: RMB19,700,000) for other

receivables.

For amounts due from non-controlling shareholders,

joint ventures and associates with gross carrying

amount of RMB3,952,359,000, RMB2,483,612,000

and RMB464,419,000 (2018: RMB1,924,264,000,

RMB1,412,873,000 and RMB48,292,000), respectively,

at 31 December 2019, the Group measures the loss

allowance at 12m ECL.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

信貸風險及減值評估（續）

倘適用，於各報告日期對應收款進

行減值分析，方法為考慮具有公開

信貸評級的可資比較公司違約可

能性（如有）。在此情況下，如若無

法識別具有信貸評級的可資比較

公司，則預期信貸虧損應用參考本

集團歷史虧損記錄的虧損率方法估

計。虧損率介乎0.01%至2.01%，

應已予調整以反映當前狀況及未

來經濟狀況的預期（如適用）。於

二零一九年十二月三十一日，本

集團已就其他應收款計提人民幣

107,337,000元（二零一八年：人民

幣19,700,000元）的12個月預期信

貸虧損。

於二零一九年十二月三十一日，就總

賬面值分別為人民幣3,952,359,000

元、人民幣2 , 4 8 3 , 6 1 2 , 0 0 0元及

人民幣464,419,000元（二零一八

年：人民幣1 , 9 2 4 , 2 6 4 , 0 0 0元、

人民幣1,412,873,000元及人民幣

48,292,000元）的應收非控股股東、

合營企業及聯營公司款項，本集團按

12個月預期信貸虧損計量虧損撥備。

– F-291 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Credit risk and Impairment Assessment (continued)

The Group has made periodic assessments as well

as individual assessment on recoverability based on

historical settlement records and adjusts for forward-

looking information. Taking into account the property

assets held by non-controlling shareholders, joint

ventures and associates, if applicable, in view of

the strong financial capability of these debtors and

considering the future prospects of the industry in which

these debtors operate at, (i.e. the Group will consider

the pre-sale plan of the property project held by joint

ventures or associates, where applicable), the Group

does not consider there is any significant risk of default

or the loss given default is minimal and does not expect

any losses from non-performance by these debtors, and

accordingly, no impairment was recognised in respect of

the amounts due from non-controlling shareholders, joint

ventures and associates.

The credit risk on liquid funds is low because the

counterparties are banks with high credit ratings assigned

by international credit-rating agencies or state-owned

banks in the PRC. The directors of the Company consider

the probability of default is negligible on the basis of high

credit-rating issuers during both years.

There has been no significant changes to estimation

techniques or assumptions were made during the current

year.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

信貸風險及減值評估（續）

本集團已根據歷史結算記錄對可收

回性作出定期評估及單獨評估並就

前瞻性資料作出調整。經計及由

非控股股東、合營企業及聯營公

司（如適用）持有的資產，鑑於該等

交易對手方強大的財務能力及考慮

到該等交易對手方經營所屬行業的

未來前景，如管理層將考慮合營企

業或聯營公司持有的物業項目之售

前計劃（如適用），鑑於違約的可能

性甚微及預期不會出現因該等交易

對手方不履約產生的任何虧損，本

集團將不會考慮任何違約風險或虧

損，及因此，並無就應收非控股股

東、合營企業及聯營公司款項確認

減值。

由於交易對手方均為獲得國際評級

機構給予高信貸評級的銀行或中國

國有銀行，因此流動資金的信貸風

險較低。本公司董事認為，根據兩

個年度發行人的高信貸評級，違約

的可能性微乎其微。

於本年度所作估計技術或假設並無

重大變動。

– F-292 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Credit risk and Impairment Assessment (continued)

The concentration of credit risk in respect of trade

receivables is minimal, of which the single largest

customer as at 31 December 2019 represents

approximately 6% (2018: nil). No other customers

represent more than 5% of the total trade receivables as

at 31 December 2019 and 2018.

The Group also exposes to concentration of credit

risk in respect of amounts due from certain non-

controlling shareholders of subsidiaries, joint ventures

and an associate at the amounts of RMB1,323,119,000,

RMB736,211,000 and RMB206,190,000 (2018:

R M B 4 4 8 , 2 1 6 , 0 0 0 , R M B 4 4 1 , 8 2 5 , 0 0 0 a n d

RMB26,408,000), respectively, representing 33%,

30% and 44% (2018: 23%, 33% and 55%) of total

amounts due from non-controlling shareholders of

subsidiaries, joint ventures and associates. The directors

of the Company continue to monitor and assess the

financial status of the counterparties, and they believe

the exposure to credit risk on these balances is not

significant as the counterparties are of good financial

position.

As at 31 December 2019 and 2018, other than those

financial assets whose carrying amounts best represent

the maximum exposure to credit risk, 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 counterparties and financial guarantees

provided by the Group is arising from the amount of

contingent liabilities in relation to financial guarantees

provided by the Group.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

信貸風險及減值評估（續）

有關貿易應收款的信貸風險集中性

較低，其中截至二零一九年十二月

三十一日止年度單一最大客戶佔約

6%（二零一八年：零元）。於二零

一九年及二零一八年十二月三十一

日，概無其他客戶佔貿易應收款總

額的5%以上。

本集團亦就應收附屬公司非控股

股東、合營企業及一家聯營公司

款項分別為人民幣1,323,119,000

元、人民幣736,211,000元及人

民幣206 ,190 ,000元（二零一八

年：人民幣 4 4 8 , 2 1 6 , 0 0 0元、

人民幣441,825,000元及人民幣

26,408,000），佔應收附屬公司非控

股股東、合營企業及聯營公司款項

總額的3 3%、3 0%及 4 4%（二零

一八年：23%、33%及55%）。而面

臨集中信貸風險。本公司董事將繼

續監察及評估交易對手方的財務狀

況，因交易對手方的財務狀況良

好，彼等認為該等結餘的信貸風險

並不重大。

於二零一九年及二零一八年十二月

三十一日，除賬面值最能代表所面

臨最大信貸風險的該等金融資產

外，本集團面臨的最大信貸風險將

會因交易對手方未能履行義務造成

本集團的財務虧損以及本集團提供

的財務擔保來自與本集團提供財務

擔保相關的或然負債金額。

– F-293 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Credit risk and Impairment Assessment (continued)

For f inancial guarantee contracts, the maximum

amount that the Group has guaranteed under the

respective contracts was RMB85,722,888,000 (2018:

RMB53,604,473,000) as at 31 December 2019. At the

end of the reporting period, the directors of the Company

have performed impairment assessment, and concluded

that there has been no significant increase in credit

risk since initial recognition of the financial guarantee

contracts. Details of the financial guarantee contracts are

set out in note 52.

Liquidity risk

The Group’s objective is to maintain a balance between

continuity of funding and the flexibility through the use

of borrowings. The directors of the Company closely

monitor the liquidity position and its compliance with

lending covenants and expect to have adequate sources

of funding to finance the Group’s property projects and

operations.

The following tables detail the Group’s remaining

contractual maturity for its non-derivative financial

liabilities and lease liabilities. For non-derivative financial

liabilities, the tables have been drawn up based on the

undiscounted cash flows of financial liabilities based on

the earliest date on which the Group can be required to

pay. The tables include both interest and principal cash

flows. To the extent that interest flows are floating rate,

the undiscounted amount is derived from interest rate at

the end of the reporting period.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

信貸風險及減值評估（續）

就財務擔保合同而言，於二零一九

年十二月三十一日，本集團就各

合同擔保的最高金額為人民幣

85,722,888,000元（二零一八年：人

民幣53,604,473,000元）。於報告期

末，本公司董事已進行減值評估，

並認為自初次確認財務擔保合約起

信貸風險並無重大增加。財務擔保

合同的詳情載於附註52。

流動資金風險

本集團之目標乃透過使用借款，維

持資金的連續性與靈活性之間的平

衡。本公司董事密切監測流動資金

狀況及其遵守借貸契約，並預期擁

有充足的資金來源以為本集團的項

目及營運提供資金。

下表詳列本集團非衍生金融負債和

租賃負債的剩餘合約到期時間。就

非衍生金融負債而言，該表乃以金

融負債未貼現現金流量及本集團可

能被要求償還的最早日期為基準編

製。表格中包括利息及本金之現金

流量。倘利率為浮息，未貼現金額

則於報告期末衍生自利率。

– F-294 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Liquidity risk (continued)

Liquidity tables

Weighted

average

interest rate

On demand

or less than

60 days

61-180

days

181-365

days

1-2

years

2-5

years

Over 5

years

Total

undiscounted

cash flow

Total carrying

amount at

31/12/2019

加權

平均利率

按要求或

於60日內 61至180日 181至365日 一至兩年 兩至五年 五年以上

合計未貼現

現金流量

合計

賬面值

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

2019 二零一九年

Trade and other payables 貿易及其他應付款 – 9,839,271 8,433,661 7,028,051 1,967,854 843,367 – 28,112,204 28,112,204

Other payables – current 其他應付款－流動 6.25% 5,565 542,549 – – – – 548,114 534,210

Amounts due to joint venture 應付合營企業款項 – 11,813,851 – – – – – 11,813,851 11,813,851

Amount due to a joint venture 應付一間合營企業款項 4.00% 6,000 902,877 – – – – 908,877 900,000

Amounts due to non-controlling

shareholders of subsidiaries

應付附屬公司非控股股東款項

– 9,991,460 – – – – – 9,991,460 9,991,460

Amounts due to associates 應付聯營公司款項 – 116,632 – – – – – 116,632 116,632

Bank and other borrowings 銀行及其他借款 7.93% 5,066,807 10,603,516 19,683,489 26,853,738 13,991,293 874,619 77,073,462 68,960,738

Senior notes and bonds 優先票據及債券 7.35% 3,493,445 393,424 6,217,494 9,958,076 10,732,055 – 30,794,494 26,803,192

Financial guarantees 財務擔保 – 85,722,888 – – – – – 85,722,888 –

126,055,919 20,876,027 32,929,034 38,779,668 25,566,715 874,619 245,081,982 147,232,287

Lease liabilities 租賃負債 8.53% 50,166 86,437 136,601 221,773 468,076 289,515 1,252,568 946,587

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險（續）

流動資金表

– F-295 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Liquidity risk (continued)

Liquidity tables (continued)

Weighted

average

interest rate

On demand

or less than

60 days

61-180

days

181-365

days

1-2

years

2-5

years

Over 5

years

Total

undiscounted

cash flow

Total carrying

amount at

31/12/2018

加權

平均利率

按要求或

於60日內 61至180日 181至365日 一至兩年 兩至五年 五年以上

合計未貼現

現金流量

合計

賬面值

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

2018 二零一八年

Trade and other payables 貿易及其他應付款 – 7,097,602 6,083,659 5,069,716 1,419,520 608,365 – 20,278,862 20,278,862

Other payables – current 其他應付款－流動 14.00% 37,032 – – – – – 37,032 36,188

Other payable – non-current 其他應付款－非流動 7.05% 5,920 11,840 17,759 518,601 – – 554,120 503,810

Amounts due to joint ventures 應付合營企業款項 – 1,502,017 – – – – – 1,502,017 1,502,017

Amount due to a joint venture 應付一間合營企業款項 12.00% 18,000 926,384 – – – – 944,384 900,000

Amounts due to non-controlling

shareholders of subsidiaries

應付附屬公司非控股

股東款項 – 2,352,730 – – – – – 2,352,730 2,352,730

Amount due to an associate 應付一間聯營公司款項 – 49 – – – – – 49 49

Bank and other borrowings 銀行及其他借款 7.92% 8,464,038 6,089,805 6,962,769 16,409,828 6,377,419 – 44,303,859 40,751,350

Loans from non-controlling

shareholders of subsidiaries

來自附屬公司

非控股股東的貸款 12.14% 34,334 68,668 632,727 1,200,332 – – 1,936,061 1,696,630

Senior notes and bonds 優先票據及債券 7.28% 103,670 2,006,399 3,475,885 6,553,579 7,129,891 – 19,269,424 16,970,161

Financial guarantees 財務擔保 – 53,604,473 – – – – – 53,604,473 –

73,219,865 15,186,755 16,158,856 26,101,860 14,115,675 – 144,783,011 84,991,797

Obligations under finance leases 融資租賃承擔 5.83% 13,834 13,834 27,668 55,335 166,006 83,003 359,680 299,761

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險（續）

流動資金表（續）

– F-296 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Liquidity risk (continued)

Liquidity tables (continued)

The amounts included above for financial guarantee

contracts are the maximum amounts the Group could

be required to settle under the arrangement for the full

guaranteed amount if that amount is claimed by the

counterparty to the guarantee. Based on expectations

at the end of the reporting period, the Group considers

that it is more likely than not that no amount will be

payable under the arrangement. However, this estimate

is subject to change depending on the probability of the

counterparty claiming under the guarantee which is a

function of the likelihood that the financial receivables

held by the counterparty which are guaranteed suffer

credit losses.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險（續）

流動資金表（續）

上文披露的財務擔保合同款項為擔

保交易對手方申索款項時，本集團

可能須根據安排結清全數擔保金額

的最高金額。根據於報告期末的預

期，本集團認為，較有可能毋須根

據安排支付任何款項。然而，該項

估計依交易對手方根據擔保提出索

償的可能性而變動，此乃由交易對

手方所持有獲擔保的財務應收款遭

受信貸損失的可能性之一個機制。

– F-297 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Liquidity risk (continued)

Liquidity tables (continued)

The amounts included above for variable interest rate

instruments for non-derivative financial liabilities are

subject to change if changes in variable interest rates

differ from those estimates of interest rates determined

at the end of the reporting period.

(c) Fair value measurement of financial instruments

Some of the Group’s financial assets and financial

liabilities are measured at fair value at the end of each

reporting period. The following table gives information

about how the fair values of these financial assets

and financial liabilities are determined (in particular,

the valuation(s) and inputs used), as well as the level

of the fair value hierarchy into which the fair value

measurements are categorised (level 1 to 3) based

on the degree to which the inputs to the fair value

measurements is observable.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險（續）

流動資金表（續）

倘浮動利率變化與於報告期末釐定

之利率估計有別，則上述所包含非

衍生金融負債的浮動利率工具的金

額亦會變動。

(c) 金融工具的公平值計量

本集團部分金融資產及金融負債於

各報告期末按公平值計量。下表提

供該等金融資產及金融負債的公平

值如何釐定（尤其是使用的估值及

輸入數據）與公平值等級（公平值計

量根據公平值計量輸入數據的可觀

察程度劃分為多個類別（第一至三

級））之資料。

– F-298 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

47. Financial Instruments (continued)

(c) Fair value measurement of financial instruments (continued)

Fair value as at 31 December Fair value Valuation techniques

於十二月三十一日的公平值 hierarchy and key inputs

Financial assets 2019 2018 估值技巧及

金融資產 二零一九年 二零一八年 公平值等級 主要輸入數據

RMB’000 RMB’000

人民幣千元 人民幣千元

Equity instruments at FVTOCI

– unlisted investments

按公平值計入其他全面收益之

股本工具

－未上市投資

145,780 31,465 Level 3

第3級

Market approach considers comparable

company enterprise value and discount

for lack of marketability.

市場法就缺乏市場考慮可資比較公司企業

價值及貼現。

Equity instruments at FVTOCI

– listed investments

按公平值計入其他全面收益之

股本工具

－上市投資

99,997 – Level 1

第1級

Quoted price based on Shanghai Stock

Exchanges at the end of the reporting

period (or the nearest day of trading).

於報告期末（或最近的交易日）基於上海證

券交易所的報價計算。

Financial assets at FVTPL

按公平值計入損益之金融資產

574,400 524,400 Level 3

第3級

Discounted cash flow. Future cash flows

are estimated based on expected

return, and the contracted investment

costs, discounted at a rate that reflects

the internal rate of return of the

underlying investments.

現金流折現。未來現金流量根據預期收益

及合約投資成本進行估計，按照反映各

項相關投資內部收益率的折現率計算。

Structured deposits

結構性存款

704,500 1,328,000 Level 2

第2級

Discounted cash flow. Future cash flows

are estimated based on expected

return.

現金流折現。未來現金流量根據預期收益

估計。

47. 金融工具（續）

(c) 金融工具的公平值計量（續）

– F-299 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

47. Financial Instruments (continued)

(c) Fair value measurement of financial instruments (continued)

The following table presents the reconciliation of Level 3

measurements of financial assets throughout the year:

Equity

instrument

at FVTOCI

Financial

assets

at FVTPL

按公平值

計入其他

全面收益的

股本工具

按公平值

計入損益的

金融資產

RMB’000 RMB’000

人民幣千元 人民幣千元

At 1 January 2018 於二零一八年一月一日 – 200,000

Additions 添置 31,465 300,000

Change in fair value 公平值變動 – 24,400

At 31 December 2018 於二零一八年十二月三十一日 31,465 524,400

Additions 添置 212,257 50,000

Exchange 變換 2,055 –

Investment return 投資回報 – (33,595)

Change in fair value 公平值變動 – 33,595

At 31 December 2019 於二零一九年十二月三十一日 245,777 574,400

47. 金融工具（續）

(c) 金融工具的公平值計量（續）

下表載列年內金融工具第三級計量的對

賬。

– F-300 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）

47. Financial Instruments (continued)

(c) Fair value measurement of financial instruments (continued)

Except for the senior notes and bonds with fair value

disclosed in note 43, equity instruments at FVTOCI

disclosed in note 22, and financial assets at FVTPL

and structured deposits disclosed in note 34, the

management of the Group consider that the carrying

amounts of the other financial assets and financial

liabilities recorded at amortised cost in the consolidated

financial statements approximate their fair values at the

end of the reporting period.

The fair value of financial assets and financial liabilities

(other than financial assets at FVTPL, structured deposits

and senior notes and bonds) of the Group is determined

in accordance with generally accepted pricing models

based on discounted cash flow analysis.

47. 金融工具（續）

(c) 金融工具的公平值計量（續）

除披露於附註43優先票據及債券公

平值、披露於附註22按公平值計入

其他全面收益之股本工具、及披露

於附註34按公平值計入損益之金融

資產及結構性存款，本集團管理層

認為，於報告期末，按攤銷成本於

綜合財務報表中列賬的其他金融資

產及金融負債的賬面值與其公平值

相若。

本集團金融資產及金融負債（除按

公平值計入損益之金融資產、結構

性存款和優先票據及債券外）的公

平值根據普遍接納的定價模式，以

現金流量貼現分析釐定。

– F-301 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

48. Acquisitions of Subsidiaries

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries

For the year ended 31 December 2019

The Group acquired following subsidiaries at a total

consideration of RMB4,559,465,000. The principal

activities of acquired subsidiaries are engaged in

property development, which held parcels of land but

without significant process at the date of the acquisition.

Therefore, in the opinion of the directors of the Company,

these transactions are accounted for as acquisition of

assets and liabilities through acquisition of subsidiaries:

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價(Note i) RMB’000

（附註i） 人民幣千元

(Chaohu Jinshi Real Estate Co., Ltd) Anhui, the PRC February 40% 44,445

(Note ii)

巢湖金實置業有限公司 中國安徽 二月 （附註ii）

(Mingye Development (Fujian) Co., Ltd) Fujian, the PRC February 55% 55,000

名業發展（福建）有限公司 中國福建 二月

(Hangzhou Haochuang Trading Co., Ltd) Zhejiang, the PRC March 51%

(Note vii)

10,408

杭州昊創商貿有限公司 中國浙江 三月 （附註vii）

(Zhejiang Chaohua Real Estate Development Co.,

Ltd)

浙江朝華房地產開發有限公司

(Huizhou Shifeng Industrial Co., Ltd) Guangdong, the PRC May 100% 418,839

惠州獅峰實業有限公司 中國廣東 五月

48. 收購附屬公司

(a) 透過收購附屬公司而收購資產及負債

截至二零一九年十二月三十一日止年度

本 集 團 以 總 代 價 人 民 幣

4,559,465,000元收購下列附屬公

司。所收購附屬公司的主要業務是

從事物業發展，該等公司在收購日

期持有地塊但並無重大進程。因

此，本公司董事認為，該等收購附

屬公司的交易為視作資產及負債收

購：

– F-302 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價(Note i) RMB’000

（附註i） 人民幣千元

(Huzhou Ruihui Real Estate Development Co., Ltd) Zhejiang, the PRC May 60% 50,000

湖州瑞輝房地產開發有限公司 中國浙江 五月

(Huzhou Ruirong Real Estate Development Co., Ltd) Zhejiang, the PRC May 60% 24,000

湖州瑞融房地產開發有限公司 中國浙江 五月

(Zhongshan Panyun Real Estate Development Co.,

Ltd)

Guangdong, the PRC January 51% 62,449

中山市攀雲房地產開發有限公司 中國廣東 一月

(Luzhou Hefu Real Estate Co., Ltd) Sichuan, the PRC June 51% 52,040

瀘州合府置業有限公司 中國四川 六月

(Nanchong Hefu Real Estate Co., Ltd) Sichuan, the PRC June 51% 31,230

南充合府置業有限公司 中國四川 六月

(Guigang Guirong Real Estate Development Co., Ltd) Guangxi, the PRC June 60% 296,440

貴港市顧榮房地產開發有限公司 中國廣西 六月

(Guangxi Hanxin Real Estate Development Co., Ltd) Guangxi, the PRC April 60% 112,776

廣西瀚鑫房地產開發有限公司 中國廣西 四月

(Hebei lvke Real Estate Development Co., Ltd) Hebei, the PRC March 45% 81,820

(Note iii)

河北綠科房地產開發有限公司 中國河北 三月 （附註iii）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一九年十二月三十一日止年度（續）

– F-303 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價(Note i) RMB’000

（附註i） 人民幣千元

(Hefei Qicai Real Estate Co., Ltd) Anhui, the PRC June 100% 463,000

合肥七彩世界置業有限公司 中國安徽 六月

(Xingtai Hongyao Real Estate Development Co., Ltd) Hebei, the PRC July 51% 31,230

邢台市宏耀房地產開發有限公司 中國河北 七月

(Xinzheng Wangwo Real Estate Co., Ltd) Henan, the PRC August 100% 126,501

新鄭市忘我置業有限公司 中國河南 八月

(Fuan Shilin Real Estate Development Co., Ltd) Fujian, the PRC December 51% 10,408

福安世林地產開發有限公司 中國福建 十二月

(Shilin Real Estate Development Co., Ltd) and

(Zhangzhou Shilin Real Estate Development Co.,

Ltd)

Fujian, the PRC December 51%

(Note vii)

52,041

世林地產開發有限公司及

漳州世林房地產開發有限公司中國福建 十二月 （附註vii）

(Suzhou Longfu Real Estate Development Co., Ltd) Jiangsu, the PRC December 51% 152,449

蘇州市隆福房地產開發有限公司 中國江蘇 十二月

(Hefei Jinshui Real Estate Development Co., Ltd) Hebei, the PRC December 100% 130,000

合肥金水置業有限公司 中國河北 十二月

(Xuwen Shuyuan Real Estate Development Co., Ltd) Guangdong, the PRC November 60% 15,000

徐聞縣樹源房地產投資有限公司 中國廣東 十一月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一九年十二月三十一日止年度（續）

– F-304 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價(Note i) RMB’000

（附註i） 人民幣千元

(Shangrao Yuesheng Real Estate Development Co.,

Ltd)

Jiangxi, the PRC August 51% 10,200

上饒市悅盛房地產開發有限公司 中國江西 八月

(Zhangjiakou Aoxi Real Estate Development Co.,

Ltd)

Jiangxi, the PRC August 100% 89,989

張家口奧熙房地產開發有限公司 中國江西 八月

(Ma‘anshan Yijing Real Estate Co., Ltd) Anhui, the PRC December 40% 40,000

(Note iv)

馬鞍山億景置業有限公司 中國安徽 十二月 （附註iv）

(Chongqing Kejue Enterprise Management Co., Ltd) Chongqing, the PRC September 45% 180,000

(Note v)

重慶柯爵企業管理有限公司 中國重慶 九月 （附註v）

重慶天聯置業有限責任公司(Chongqing Tianlian Real Estate Co., Ltd)

重慶億尊投資有限公司(Chongqing Yizun Investment Co., Ltd)

(Wuhua Xinyonghong Scaffolding material Co., Ltd) Guangdong, the PRC December 100% 193,000

五華縣新永宏腳手架材料有限公司 中國廣東 十二月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一九年十二月三十一日止年度（續）

– F-305 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價(Note i) RMB’000

（附註i） 人民幣千元

(Xingning Minjun Real Estate Development Co., Ltd) Guangdong, the PRC November 38% 6,129

(Note vi)

興甯敏駿房地產開發有限公司 中國廣東 十一月 （附註vi）

(Xuancheng Shimaozhuoying Real Estate

Development Co., Ltd)

Anhui, the PRC November 51% 10,200

宣城世茂卓盈房地產開發有限公司 中國安徽 十一月

(Xingtai Hongyu Real Estate Development Co., Ltd) Hebei, the PRC September 60% 75,000

邢台市宏煜房地產開發有限公司 中國河北 九月

(Xuzhou Hongtaoju Real Estate Development Co.,

Ltd)

Jiangsu, the PRC August 60% 454,674

徐州鴻濤居房地產開發有限公司 中國江蘇 八月

(Jiashan Yuhong Real Estate Development Co., Ltd) Zhejiang, the PRC November 100% 34,153

嘉善譽鴻房地產開發有限責任公司 中國浙江 十一月

(Tengxian Zhonggu Real Estate Investment Co., Ltd) Guangxi, the PRC November 60% 15,000

藤縣中顧置業投資有限公司 中國廣西 十一月

(Guangzhou Hesheng Industrial Development Co.,

Ltd)

Guangxi, the PRC November 65% 65,000

廣州市合勝實業發展有限公司 中國廣西 十一月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一九年十二月三十一日止年度（續）

– F-306 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價(Note i) RMB’000

（附註i） 人民幣千元

(Xi‘an Lishen Real Estate Co., Ltd) Xi‘an, the PRC August 83% 951,349

西安利申置業有限公司 中國西安 八月

(Guangzhou Donglang Plastics Co., Ltd) Guangdong, the PRC July 100% 214,695

廣州東塱塑膠製品有限公司 中國廣東 七月

Notes:

(i) The equity interest acquired represents the equity interest

acquired by acquirer.

(ii) Chaohu Jinshi Real Estate Co., Ltd (“Chaohu Jinshi”) is a

subsidiary of the Company although the Group holds 40%

equity interest in Chaohu Jinshi. The board of directors of

Chaohu Jinshi comprises 3 directors. The Group has the

power to appoint 2 directors in Chaohu Jinshi and the relevant

activities of Chaohu Jinshi require 2/3 or above of directors

approval. The directors of the Company concluded that the

Group has sufficiently dominant voting interest to direct the

relevant activities of Chaohu Jinshi and therefore the Group

has control over Chaohu Jinshi.

(iii) Hebei lvke Real Estate Development Co., Ltd (“Hebei Lvke”)

is a subsidiary of the Company although the Group holds

45% equity interest in Hebei Lvke. The board of directors of

Hebei Lvke comprises 3 directors. The Group has the power

to appoint 2 directors in Hebei Lvke and the relevant activities

of Hebei Lvke require 2/3 or above of directors approval.

The directors of the Company concluded that the Group has

sufficiently dominant voting interest to direct the relevant

activities of Hebei Lvke and therefore the Group has control

over Hebei Lvke.

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一九年十二月三十一日止年度（續）

附註：

(i) 所購股權指收購方所收購的股權。

(ii) 雖然本集團於巢湖金實置業有限公司（「巢湖金實」）持有40%股權，巢湖金實為本公司的附屬公司。巢湖金實的董事會由3名董事組成。本集團有權在巢湖金實任命2名董事，而巢湖金實的相關業務活動需取得三分之二或以上董事的批准。本公司董事認為，本集團擁有足夠的主導投票權指導巢湖金實的相關業務活動，因此本集團對巢湖金實擁有控制權。

(iii) 雖然本集團於河北綠科房地產開發有限公司（「河北綠科」）持有45%股權，河北綠科為本公司的附屬公司。河北綠科的董事會由3

名董事組成。本集團有權在河北綠科任命2名董事，而河北綠科的相關業務活動需取得三分之二或以上董事的批准。本公司董事認為，本集團擁有足夠的主導投票權指導河北綠科的相關業務活動，因此本集團對河北綠科擁有控制權。

– F-307 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

(iv) Ma‘anshan Yijing Real Estate Co., Ltd (“Ma‘anshan Yijing”) is

a subsidiary of the Company although the Group holds 40%

equity interest in Ma‘anshan Yijing. The board of directors

of Ma‘anshan Yijing comprises 3 directors. The Group has

the power to appoint 2 directors in Ma‘anshan Yijing and the

relevant activities of Ma‘anshan Yijing require 2/3 or above of

directors approval. The directors of the Company concluded

that the Group has sufficiently dominant voting interest to

direct the relevant activities of Ma‘anshan Yijing and therefore

the Group has control over Ma‘anshan Yijing.

(v) Chongqing Ke jue Enterpr ise Management Co. , Ltd

(“Chongqing Kejue”), which holds 100% equity interests of

Chongqing Tianlian Real Estate Co., Ltd (“Chongqing Tianlian”)

and Chongqing Yizun Investment Co., Ltd (“Chongqing

Yizun”), is a subsidiary of the Company although the Group

holds 45% equity interest in Chongqing Kejue. The board

of directors of Chongqing Kejue comprises 4 directors. The

Group has the power to appoint 3 directors in Chongqing Kejue

and the relevant activities of Chongqing Kejue require 1/2 or

above of directors approval. The directors of the Company

concluded that the Group has sufficiently dominant voting

interest to direct the relevant activities of Chongqing Kejue and

therefore the Group has control over Chongqing Kejue and its

subsidiaries.

(vi) Xingning Minjun Real Estate Development Co., Ltd (“Xingning

Minjun”), is a subsidiary of the Company although the Group

holds 38% equity interest in Xingning Minjun. The board of

directors of Xingning Minjun comprise 3 directors. The Group

has the power to appoint 2 directors in Xingning Minjun and

the relevant activities of Xingning Minjun require 2/3 or above

of directors approval. The directors of the Company concluded

that the Group has sufficiently dominant voting interest to

direct the relevant activities of Xingning Minjun and therefore

the Group has control over Xingning Minjun.

(vii) At the date of acquisition, the Group acquired 51% equity

interest in both Hangzhou Haochuang Trading Co., Ltd

(“Haochuang”) and Shilin Real Estate Development Co., Ltd

(“Shilin”). Haochuang holds 100% equity interests in Zhejiang

Chaohua Real Estate Development Co., Ltd while Shilin

holds 100% equity interests in Zhangzhou Shilin Real Estate

Development Co., Ltd.

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一九年十二月三十一日止年度（續）

(iv) 雖然本集團於馬鞍山億景置業有限公司（「馬鞍山億景」）持有40%

股權，馬鞍山億景為本公司的附屬公司。馬鞍山億景的董事會由3

名董事組成。本集團有權在馬鞍山億景任命2名董事，而馬鞍山億景的相關業務活動需取得三分之二或以上董事的批准。本公司董事認為，本集團擁有足夠的主導投票權指導馬鞍山億景的相關業務活動，因此本集團對馬鞍山億景擁有控制權。

(v) 雖然本集團於重慶柯爵企業管理有限公司（「重慶柯爵」）（持有重慶天聯置業有限責任公司（「重慶天聯」）及重慶億尊投資有限公司（「重慶億尊」）的全部股權）持有45%股權，重慶柯爵為本公司的附屬公司。重慶柯爵的董事會由4名董事組成。本集團有權在重慶柯爵任命3名董事，而重慶柯爵的相關業務活動需取得二分之一或以上董事的批准。本公司董事認為，本集團擁有足夠的主導投票權指導重慶柯爵的相關業務活動，因此本集團對重慶柯爵擁有控制權。

(vi) 雖然本集團於興甯敏駿房地產開發有限公司（「興甯敏駿」）持有38%股權，興甯敏駿為本公司的附屬公司。興甯敏駿的董事會由3

名董事組成。本集團有權在興甯敏駿任命2名董事，而興甯敏駿的相關業務活動需取得三分之二或以上董事的批准。本公司董事認為，本集團擁有足夠的主導投票權指導興甯敏駿的相關業務活動，因此本集團對興甯敏駿擁有控制權。

(vii) 於收購日期，本集團收購杭州昊創商貿有限公司（「昊創」）及世林地產開發有限公司（「世林」）之51%

股權。昊創持有浙江朝華房地產開發有限公司的100%股權，而世林持有漳州世林房地產開發有限公司的100%股權。

– F-308 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

These transactions were accounted for as purchases of

assets and liabilities. Details are summarised below:

RMB’000

人民幣千元

Consideration transferred: 已轉讓之代價：

Cash consideration paid in current year 年內已付現金代價 2,606,661

Consideration settled by transfer of completed

properties

透過轉讓已竣工物業結算代價

164,695

Deposits paid in prior years 於往年支付之按金 648,545

Consideration payable due within one year included

in trade and other payables (note 36)

計入貿易及其他應付款於一年內

到期應付之代價（附註36) 1,139,564

4,559,465

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一九年十二月三十一日止年度（續）

該等交易作為購入資產及負債入

賬。詳情概述如下：

– F-309 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

Assets acquired and liabilities recognised at dates of

acquisitions are as follows:

RMB’000

人民幣千元

Property, plant and equipment (note 14) 物業、廠房及設備（附註14） 17,391

Investment properties (note 17) 投資物業（附註17） 213,300

Deposit paid for acquisition of land use right 就收購土地使用權已付訂金 501,202

Deferred tax assets (note 23) 遞延稅項資產（附註23） 10,223

Properties for sale 可供銷售物業 20,553,311

Trade and other receivables 貿易及其他應收款 1,553,220

Amounts due from non-controlling shareholders 應收非控股股東款項 180,002

Tax recoverable 可收回稅項 285,780

Bank balances and cash 銀行結餘及現金 2,240,286

Trade and other payables 貿易及其他應付款 (6,223,871)

Contract liabilities 合同義務 (5,868,257)

Bank and other borrowings due within one year 於一年內到期的銀行及其他借款 (46,948)

Bank and other borrowings due over one year 於一年後到期的銀行及其他借款 (3,409,060)

Amounts due to non-controlling shareholders 應付非控股股東款項 (3,551,433)

Deferred tax liabilities (note 23) 遞延稅項負債（附註23） (5,949)

6,449,197

Less: Non-controlling interests (Note) 減：非控股權益（附註） (1,889,732)

4,559,465

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一九年十二月三十一日止年度（續）

於收購日期購入的資產及確認的負

債如下：

– F-310 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

Net cash outflow of cash and cash equivalents in respect

of the above acquisitions:

RMB’000

人民幣千元

Bank balances and cash of the subsidiaries acquired 所收購附屬公司的銀行結餘及現金

Cash consideration paid in current period 本期間已付現金代價 (2,606,661)

Less: cash and cash equivalent balances acquired 減：已收購現金及現金等價物結餘 2,240,286

(366,375)

Note: The non-controlling interests recognised at the acquisition date

was measured in accordance with share of net assets at fair value.

For the year ended 31 December 2018

The Group acquired following subsidiaries at a total

consideration of RMB10,134,511,000. The principal

activities of acquired subsidiaries are engaged in

property development, which held parcels of land but

without significant process at the date of the acquisition.

Therefore, in the opinion of the directors of the Company,

these transactions are accounted for as acquisition of

assets and liabilities through acquisition of subsidiaries

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一九年十二月三十一日止年度（續）

有關上述收購之現金及現金等價物

之現金流出淨額：

附註： 於收購日期確認的非控股權益乃參考公平值計量的資產淨值分額計量。

截至二零一八年十二月三十一日止年度

本 集 團 以 總 代 價 人 民 幣

10,134,511,000元收購下列附屬公

司。所收購附屬公司的主要業務是

從事物業發展，該等公司在收購日

期持有地塊但並無重大進程。因

此，本公司董事認為，該等收購附

屬公司的交易為視作資產及負債收

購。

– F-311 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2018

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Qingdao Shengshi Jiade Business Development

Co., Ltd)

Qingdao, the PRC February 80% 363,514

青島盛世嘉德商業發展有限公司 中國青島省 二月

(Hunan Chenqi Zhigu Technology Development Co.,

Ltd)

Hunan, the PRC March 100% 121,267

湖南省晨啟智穀科技發展有限公司 中國湖南省 三月

(Qingyuan Hechuang Taifu Real Estate Development

Co., Ltd)

Guangdong, the PRC January 100% 318,340

清遠市合創泰富房地產開發有限公司 中國廣東省 一月

(Guanghan Dingxing Real Estate Co., Ltd) Sichuan, the PRC April 100% 386,800

廣漢鼎興置業有限公司 中國四川省 四月

(Huizhou Qingda Real Estate Co., Ltd) Guangdong, the PRC May 60% 50,854

惠州慶達房地產有限公司 中國廣東省 五月

(Fujian Zhilifang Real Estate Development Co., Ltd) Fujian, the PRC January 100% 117,874

福建置立方地產發展有限公司 中國福建省 一月

(Kunming Ya Li Tai Trading Co., Ltd) Yunnan, the PRC April 51% 255,000

昆明亞利泰商貿有限責任公司 中國雲南省 四月

(Zhuhai Bonded Area Qi Heng Logistics Co., Ltd) Guangdong, the PRC April 60% 51,239

珠海保稅區啟恒物流有限公司 中國廣東省 四月

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度

– F-312 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Shaanxi Hengtai Real Estate Development Co., Ltd) Shaanxi, the PRC April 50%

(note i)

25,000

陝西恒泰房地產發展有限責任公司 中國陝西省 四月 （附註i）

(Chongqing Aojiao Real Estate Co., Ltd) Chongqing, the PRC May 100% 356,000

重慶奧驕房地產開發有限公司 中國重慶市 五月

(Dangshan Colorful World Real Estate Development

Co., Ltd)

Anhui, the PRC January 100% 475,000

碭山縣七彩世界房地產開發有限公司 中國安徽省 一月

(Chongqing Boang Real Estate Co., Ltd) Chongqing, the PRC January 100% 210,915

重慶博昂置業有限公司 中國重慶市 一月

(Foshan Nanhai Jiamei Real Estate Co., Ltd) Guangdong, the PRC May 100% 618,539

佛山市南海嘉美置業有限公司 中國廣東省 五月

(Guiping Zhonglian Investment Development Co.,

Ltd)

Guangxi, the PRC June 60% 261,225

桂平市中聯投資發展有限公司 中國廣西省 六月

(Chongqing Bijin Real Estate Development Co., Ltd) Chongqing, the PRC June 100% 537,719

重慶市碧津房地產開發有限公司 中國重慶市 六月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-313 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Zhengzhou Qidi Real Estate Co., Ltd) Henan, the PRC June 85% 495,090

鄭州啟迪置業有限公司 中國河南省 六月

(Sichuang Zhongsheng Jiuding Real Estate Co., Ltd) Sichuan, the PRC July 100% 170,000

四川中盛九鼎置業有限公司 中國四川省 七月

(Enping Jinsheng Real Estate Development Co., Ltd) Guangdong, the PRC October 70% 45,288

恩平進升房地產開發有限公司 中國廣東省 十月

(Enping Huajing Real Estate Development Co., Ltd) Guangdong, the PRC October 70% 45,288

恩平華璟房地產開發有限公司 中國廣東省 十月

(Hefei Qianhai Hanhua Real Estate Co., Ltd) Anhui, the PRC August 100% 20,000

合肥前海漢華置業有限公司 中國安徽省 八月

Finest Gold Global Limited/Capital Benefit Limited BVI/Hong Kong July 100% 600,752

英屬處女群島╱香港 七月

(Chengdu Xinxinan Real Estate Development Co., Ltd) Sichuan, the PRC July 100% 295,953

成都新西南房地產有限公司 中國四川省 七月

(Chongqing Tiantou Industrial Co., Ltd) Chongqing, the PRC July 100% 222,136

重慶天投實業有限公司 中國重慶市 七月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-314 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Alading Zhihui Town (Zhangjiakou) Real Estate

Development Co., Ltd)

Hebei, the PRC August 80% 80,000

阿拉丁智匯城房地產開發（張家口）有限公司 中國河北省 八月

(Hengyang Shi’an Real Estate Development Co.,

Ltd)

Hunan, the PRC August 100% 206,872

衡陽市世安房地產開發有限公司 中國湖南省 八月

(Huizhou Tianxiang Real Estate Development Co.,

Ltd)

Guangdong, the PRC September 70% 580,102

惠州市天翔房地產開發有限公司 中國廣東省 九月

(Zhuahai Taorui Investment Development Co., Ltd) Guangdong, the PRC October 73% 371,328

珠海韜睿投資發展有限公司 中國廣東省 十月

(Zhuhai Minshang Internet Finance Building

Development Co., Ltd)

Guangdong, the PRC October 60%

(note ii)

N/A

珠海民商互聯網金融大廈開發有限公司 中國廣東省 十月

(Zhanjiang Dongsheng Environmental Protection

Biodiesel Technology Co., Ltd)

Guangdong, the PRC August 60% 15,000

湛江市東昇環保生物柴油科技有限公司 中國廣東省 八月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-315 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Baoding Ruiheng Real Estate Development Co.,

Ltd)

Hebei, the PRC August 51% 13,529

保定市銳恒房地產開發有限公司 中國河北省 八月

(Shaanxi Wanyi Real Estate Co., Ltd) Shaanxi, the PRC October 100% 420,780

陝西萬怡置業有限公司 中國陝西省 十月

(Xi’an Yijingyuan Real Estate Development Co., Ltd) Shaanxi, the PRC August 100% 257,754

西安市怡景苑房地產開發有限公司 中國陝西省 八月

(Chengdu Hongmao Industrial Co., Ltd) Sichuan, the PRC October 100% 498,710

成都宏懋實業有限公司 中國四川省 十月

(Foshan Junyu Real Estate Co., Ltd) Guangdong, the PRC July 51% 3,122

佛山市鈞裕置業有限公司 中國廣東省 七月

(Guangzhou Aoyuan Jintai Real Estate Co., Ltd) Guangdong, the PRC September 51% 10,408

廣州奧園錦泰置業有限公司 中國廣東省 九月

(Jiangmen Pengjiang Baishi Yonghao Real Estate

Development Co., Ltd)

Guangdong, the PRC September 43%

(note iii)

N/A

江門市蓬江區白石永灝地產開發有限公司 中國廣東省 九月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-316 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Xingtai Hongzheng Real Estate Development Co.,

Ltd)

Hebei, the PRC December 60% 15,000

邢台宏正房地產開發有限責任公司 中國河北省 十二月

(Hubei Yilong Urbanization Construction Co., Ltd) Hubei, the PRC December 51% 31,225

湖北翼龍城鎮化建設有限公司 中國湖北省 十二月

(Changde Jinsu Real Estate Co., Ltd) Hunan, the PRC December 35% 70,000

常德市金粟置業有限責任公司 中國湖南省 十二月 (note iv)

(Tianjin Wuyi Sunshine Investment Development

Co., Ltd)

Tianjin, the PRC December 100% 1,344,490

天津市五一陽光投資發展有限公司 中國天津市 十二月

安吉銀瑞房地產開發有限公司╱安吉銀凱置業有限公司╱安吉銀盛置業有限公司

Zhejiang, the PRC December 100% 172,398

(Anji Yinrui Real Estate DevelopmentCo., Ltd/Anji

Yinkai Real Estate Co., Ltd/Anji Yinsheng Estate

Co., Ltd)

中國浙江省 十二月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-317 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Notes:

(i) Shaanxi Hengtai Real Estate Development Co., Ltd (“Shaanxi

Hengtai”) is a subsidiary of the Company although the Group only

holds 50% equity interest in Shaanxi Hengtai. The Company holds

Shaanxi Hengtai indirectly through Guangzhou Tai Fu Property

Company Limited, a 100% subsidiary of the Company who holds

a 50% equity interest in Shaanxi Hengtai. The board of directors of

Shaanxi Hengtai comprise 3 directors. The Group has the power

to appoint 2 directors in Shaanxi Hengtai and the relevant activities

of Shaanxi Hengtai require over 50% of directors approval. The

directors concluded that the Group has sufficiently dominant

voting interest to direct the relevant activities of Shaanxi Hengtai

and therefore the Group has control over Shaanxi Hengtai.

(ii) Zhuhai Minshang Internet Finance Building Development Co.,

Ltd is 82%-owned subsidiary held by Zhuhai Taorui Investment

Development Co., Ltd. The effective equity interest held by the

Group is 60%.

(iii) Jiangmen Pengjiang Baishi Yonghao Real Estate Development

Co., Ltd is 85%-owned subsidiary held by Guangzhou Aoyuan

Jintai Real Estate Co., Limited, the effective equity interest held

by the Group is 43%.

(iv) Changde Jinsu Real Estate Co., Ltd (“Changde Jinsu”) is a

subsidiary of the Company although the Group holds 35% equity

interest in Changde Jinsu. The Company holds Changde Jinsu

indirectly through Hunan Aoyuan Real Estate Development

Company Limited, a 100% subsidiary of the Company who holds

a 35% equity interest in Changde Jinsu. The board of directors of

Changde Jinsu comprise 3 directors. The Group has the power

to appoint 2 directors in Changde Jinsu and the relevant activities

of Changde Jinsu require 2/3 or above of directors approval. The

directors concluded that the Group has sufficiently dominant

voting interest to direct the relevant activities of Changde Jinsu

and therefore the Group has control over Changde Jinsu.

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

附註：

(i) 雖然本集團僅持有陝西恒泰房地產發展有限責任公司（「陝西恒泰」）50%股權，陝西恒泰為本公司的附屬公司。本公司透過廣州泰富置業有限公司（本公司的全資附屬公司，其持有陝西恒泰50%股權）間接持有陝西恒泰。陝西恒泰的董事會由3名董事組成。本集團有權在陝西恒泰任命2名董事，而陝西恒泰的相關業務活動需取得50%董事的批准。董事認為，本集團擁有足夠的主導投票權指導陝西恒泰的相關業務活動，因此本集團對陝西恒泰擁有控制權。

(ii) 珠海民商互聯網金融大廈開發有限公司為珠海韜睿投資發展有限公司擁有82%的附屬公司。本集團持有的實際股權為60%。

(iii) 江門市蓬江區白石永灝地產開發有限公司為廣州奧園錦泰置業有限公司擁有85%的附屬公司。本集團持有的實際股權為43%。

(iv) 雖然本集團僅持有常德市金粟置業有限責任公司（「常德金粟」）35%股權，常德金粟為本公司的附屬公司。本公司透過湖南奧園房地產開發有限公司（本公司的全資附屬公司，其持有常德金粟35%股權）間接持有常德金粟。常德金粟的董事會由3名董事組成。本集團有權在常德金粟任命2名董事，而常德金粟的相關業務活動需取得三分之二或以上董事的批准。董事認為，本集團擁有足夠的主導投票權指導常德金粟的相關業務活動，因此本集團對常德金粟擁有控制權。

– F-318 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

These transactions were accounted for as purchases of

assets and liabilities. Details are summarised below:

RMB’000

人民幣千元

Consideration transferred: 已轉讓之代價：

Cash consideration paid in current year 本年度已付現金代價 7,547,134

Deposits paid in prior years 於往年支付之按金 716,990

Consideration payable due within one year included

in trade and other payables (note 36)

計入其他應付款於一年內到期應付

之代價（附註36） 1,870,387

10,134,511

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

該等交易作為購入資產及負債入

賬。詳情概述如下：

– F-319 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Assets acquired and liabilities recognised at dates of

acquisitions are as follows:

RMB’000

人民幣千元

Property, plant and equipment (note 14) 物業、廠房及設備（附註14） 17,162

Investment properties (note 17) 投資物業（附註17） 703,900

Deferred tax assets (note 23) 遞延稅項資產（附註23） 39,147

Properties for sale 可供出售物業 20,157,132

Trade and other receivables 貿易及其他應收款 582,276

Amounts due from non-controlling shareholders 應收非控股股東款項 5,000

Tax recoverable 可收回稅金 79,457

Bank balances and cash 銀行結餘及現金 1,878,366

Trade and other payables 貿易及其他應付款 (5,902,174)

Contract liabilities 合同義務 (2,951,005)

Bank and other borrowings due within one year 一年內到期銀行及其他借款 (482,080)

Bank and other borrowings due over one year 一年以上到期銀行及其他借款 (998,178)

Amounts due to non-controlling shareholders 應付非控股股東款項 (1,026,817)

Deferred tax liabilities 遞延稅項負債 (106,235)

11,995,951

Less: Non-controlling interests (Note) 減：非控股權益（附註） (1,861,440)

10,134,511

Note: The non-controlling interests recognised at the acquisition date

was measured in accordance with share of net assets at fair value.

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

於收購日期購入的資產及確認的負

債如下：

附註： 於收購日期確認的非控股權益乃參考公平值計量的資產淨值分額。

– F-320 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Net cash outflow of cash and cash equivalents in respect

of the above acquisitions:

RMB’000

人民幣千元

Bank balances and cash of the subsidiaries acquired 所收購附屬公司的銀行結餘及現金

Cash consideration paid in current period 本期已付現金代價 (7,547,134)

Less: cash and cash equivalent balances acquired 減：已收購現金及現金等價物結餘 1,878,366

(5,668,768)

(b) Acquisition of business

For the year ended 31 December 2019

During the current year, the Group acquired following

subsidiaries at a total consideration of RMB500,000.

These transaction has been accounted for as business

combinations using acquisition accounting. Upon

completion of the acquisitions, following companies

became indirect wholly-owned subsidiaries of the

Company. The principal activities of acquired subsidiaries

are engaged in the property management services.

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

上述收購事項的現金及現金等價物

流出淨額：

(b) 收購業務

截至二零一九年十二月三十一日止年度

於本年度，本集團以總代價人民幣

500,000元收購以下附屬公司。該

等交易已使用收購會計法入賬為業

務合併。於收購完成後，下列附屬

公司成為本公司的間接全資附屬公

司。所收購附屬公司的主要活動為

從事物業管理服務。

– F-321 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)

For the year ended 31 December 2019 (continued)

Name of subsidiaries acquired

Place of

establishment /

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB

人民幣

(Zhuhai Aoyuan Hongri Property Management Co.,

Ltd) (“Zhuhai Hongri”)

Zhuhai, the PRC July 100% 1

珠海市奧園鴻日物業管理有限公司（「珠海鴻日」） 中國珠海 七月

(Chongqing Runhui Property Management Co.,

Ltd) (“Chongqing Runhui”)

Chongqing, the PRC July 100% 1

重慶潤輝物業管理有限公司（「重慶潤輝」） 中國重慶 七月

(Xiangtan Yagao Property Management Co., Ltd)

(“Xiangtan Yagao”)

Xiangtan, the PRC July 100% 500,000

湘潭雅高物業有限責任公司（「湘潭雅高」） 中國湘潭 七月

(Enping Shuihetian Property Services Co., Ltd)

(“Enping Shuihetian”)

Enping, the PRC October 100% 1

恩平市水禾田物業服務有限公司（「恩平水禾田」） 中國恩平 十月

Acquisition-related costs were insignificant and have

been recognised as an expense in the current year and

included in the administrative expenses line item in

the consolidated statement of profit or loss and other

comprehensive income.

48. 收購附屬公司（續）

(b) 收購業務（續）

截至二零一九年十二月三十一日止年度（續）

與收購相關的成本並不重大，並於本年

度確認為開支，並計入綜合損益及其他

全面收益表的行政開支內。

– F-322 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

48. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)

For the year ended 31 December 2019 (continued)

Fair value of assets acquired and liabilities recognised at

the dates of acquisition are as follows:

RMB’000

人民幣千元

Property, plant and equipment (note 14) 物業、廠房及設備（附註14） 210

Intangible assets (note 19) 無形資產（附註19） 2,365

Trade and other receivables 貿易及其他應收款 5,163

Bank balances and cash 銀行結餘及現金 420

Trade and other payables 貿易及其他應付款 (6,022)

Contract liabilities 合同義務 (1,046)

Deferred tax liabilities (note 23) 遞延稅項負債（附註23） (590)

Consideration 代價 500

Consideration transferred: 已轉讓代價

Cash 現金 500

The fair value of trade and other receivables at the date

of acquisition amounted to RMB5,163,000. The gross

contractual amounts of those trade and other receivables

acquired amounted to RMB5,163,000 at the date of

acquisition. The best estimate at acquisition date of the

contractual cash flows not expected to be collected is nil.

RMB’000

人民幣千元

Net cash outflow arising on acquisition: 因收購產生之現金流出淨額

Consideration paid in cash 以現金支付代價 (500)

Bank balances and cash acquired 所獲得的銀行結餘及現金 420

(80)

48. 收購附屬公司（續）

(b) 收購業務（續）

截至二零一九年十二月三十一日止年度（續）

於收購日期所收購資產及已確認負

債之公平值如下：

於收購日期貿易及其他應收款的

公平值為人民幣5,163,000元。於

收購日期，該等貿易及其他應收款

的總合約金額為人民幣5,163,000

元。於收購日期預期未收取之合約

現金流量之最佳估計為零。

– F-323 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)

For the year ended 31 December 2019 (continued)

Included in the profit for the year ended 31 December

2019 was a profit of RMB2,399,000 attributable to

the additional business generated by the acquired

subsidiaries. Revenue for the year ended 31 December

2019 includes RMB12,214,000 generated from the

acquired subsidiaries.

Had the acquisition been completed on 1 January 2019,

the Group’s revenue for the year ended 31 December

2019 would have been RMB50,264,056,000, and profit

for the year ended 31 December 2019 would have

been RMB5,222,433,000. The pro forma information is

for illustrative purposes only and is not necessarily an

indication of revenue and results of operations of the

Group that actually would have been achieved had the

acquisition been completed on 1 January 2019, nor is it

intended to be a projection of future results.

For the year ended 31 December 2018

During the year ended 31 December 2018, the Group

acquired 上海奧園旅遊發展有限公司 (formerly known as

上海田野生態產業開發有限公司) and 上海江南田園休閒會

所有限公司 at a total consideration of RMB128,875,000.

The aforesaid companies are engaged in hotel operation

and management of clubhouse in the PRC. At the time of

acquisition, the directors of the Company are of the view

that the acquisition constitutes businesses acquisition.

The transactions have been accounted for using the

purchase method accordingly. The following companies

were acquired so as to continue the expansion of the

Group’s business.

48. 收購附屬公司（續）

(b) 收購業務（續）

截至二零一九年十二月三十一日止年度（續）

截至二零一九年十二月三十一日止

年度，溢利包括所收購附屬公司

產生之額外業務應佔溢利人民幣

2,399,000元。於截至二零一九年

十二月三十一日止年度之營業額包

括所收購附屬公司產生之人民幣

12,214,000元。

倘收購已於二零一九年一月一日完

成，本集團於截至二零一九年十二

月三十一日止年度之營業額將為人

民幣50,264,056,000元及截至二零

一九年十二月三十一日止年度之溢

利將為人民幣5,222,433,000元。備

考資料僅供說明之用，未必為倘收

購事項於二零一九年一月一日完成

而本集團會達致的實際營業額及經

營業績指標，亦不擬作預測未來業

績。

截至二零一八年十二月三十一日止年度

於截至二零一八年十二月三十一日

止年度，本集團收購上海奧園旅遊

發展有限公司（前稱為上海田野生

態產業開發有限公司）及上海江南

田園休閒會所有限公司，總代價為

人民幣128,875,000元。上述公司

在中國從事酒店營運及會所管理。

於收購時，本公司董事認為收購事

項構成業務收購。已使用購買方法

對交易進行相應入賬。收購以下公

司以繼續擴大本集團的業務。

– F-324 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

48. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)

For the year ended 31 December 2018 (continued)

RMB’000

人民幣千元

Consideration transferred: 所轉讓代價：

Cash 現金 128,875

Acquisition-related costs were insignificant and have

been recognised as an expense in the current year

and included in the administrative expenses in the

consolidated statement of profit or loss and other

comprehensive income.

Assets acquired and liabilities recognised at date of

acquisition are as follows:

RMB’000

人民幣千元

Property, plant and equipment (Note 14) 物業、廠房及設備（附註14） 192,309

Trade and other receivables 貿易及其他應收款 2,085

Bank balances and cash 銀行結餘及現金 4,142

Inventories 存貨 735

Trade and other payables 貿易及其他應付款 (70,396)

Net assets acquired 所收購資產淨值 128,875

48. 收購附屬公司（續）

(b) 收購業務（續）

截至二零一八年十二月三十一日止年度（續）

與收購相關的成本並不重大，並於

本期間確認為開支，並計入綜合損

益及其他全面收益表的行政開支

內。

於收購日期確認的所收購資產及負

債如下：

– F-325 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)

For the year ended 31 December 2018 (continued)

Goodwill arising on acquisition:

RMB’000

人民幣千元

Consideration transferred 所轉讓代價 128,875

Less: fair value of net assets acquired 減：所收購資產淨值之公平值 (128,875)

Goodwill arising on acquisition 收購產生的商譽 –

Net cash outflow of cash and cash equivalents in respect

of the above acquisition:

RMB’000

人民幣千元

Cash consideration paid 已付現金代價 (128,875)

Less: Cash and cash equivalents balance acquired 減：所收購現金及現金等價物結餘 4,142

(124,733)

48. 收購附屬公司（續）

(b) 收購業務（續）

截至二零一八年十二月三十一日止年度（續）

收購產生的商譽：

有關上述收購的現金及現金等價物

現金流出淨額：

– F-326 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

49. Acquisitions of Additional Interests in Subsidiaries

For the year ended 31 December 2019

Name of subsidiary 附屬公司名稱

Place of

incorporation/

establishment

Equity

interest

held by the

Group before

acquisition

Equity

interest

held by the

Group after

acquisition

Total

consideration

注冊成立╱成立地點

收購前本集團持有的股權

收購後本集團持有的股權 總代價

RMB’000

人民幣千元

Chongqing Aoyu Property

Company Limited

重慶奧譽置業公司 PRC 中國 87.5% 100% 200,000

Yangzhou Aoyuan Property

Development Co., Ltd

揚州奧園置業有限公司 PRC 中國 51% 100% 900,000

Guangzhou Kangwei Group Ltd 廣州康威集團有限公司 PRC 中國 51% 100% 235,830

Chongqing Xinhongyang Industrial

Co., Ltd

重慶新紅陽實業有限公司 PRC 中國 85% 100% 60,320

Fujian Zhilifang Real Estate

Development Co., Ltd

福建置立方地產發展有限公司

PRC 中國 80% 100% 20,000

Hebei Lvke Real Estate

Development Co., Ltd

河北綠科房地產開發有限公司

PRC 中國 45% 98% 249,000

Guangzhou Shangyu Real Estate

Co., Ltd

廣州尚宇置業有限公司 PRC 中國 80% 100% 35,182

Haotaiguanhui (Guangzhou) Real

Estate Co., Ltd

豪泰冠匯（廣州）置業有限公司

PRC 中國 80% 100% 4,887

Aoyuan Group Chongqing Property

Company Limited

奧園集團重慶置業有限公司

PRC 中國 51% 100% 407,000

Shenzhen Lanwan Hongsheng

Investment Company Limited

(“Hongsheng Investment”)

深圳市瀾灣弘盛投資有限公司（「弘盛投資」）

PRC 中國 51% 80% 1,400,000

Chongqing Jinao Property

Company Limited

重慶錦奧置業有限公司 PRC 中國 60% 100% 1,000,000

4,512,219

These acquisitions have been accounted for as equity

transactions and the total difference between the consideration

paid and the carrying amounts of the attributable non-

controlling interests acquired of RMB413,652,000 had been

recognised directly in special reserve.

49. 收購附屬公司的其他權益

截至二零一九年十二月三十一日止年度

該等收購已作為權益交易入賬，而已付

代價及已收購非控股權益應佔的賬面值

之間的總差額人民幣413,652,000元已直

接於特別儲備中確認。

– F-327 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

49. Acquisitions of Additional Interests in Subsidiaries (continued)

For the year ended 31 December 2018

Name of subsidiary 附屬公司名稱

Place of

incorporation/

establishment

Equity

interest

held by the

Group before

acquisition

Equity

interest

held by the

Group after

acquisition

Total

consideration

注冊成立╱成立地點

收購前本集團持有的股權

收購後本集團持有的股權 總代價

RMB’000

人民幣千元

Chengdu Yihua Property

Company Company Limited

(“Chengdu Yihua”)

成都宜華置業有限公司

（「成都宜華」）

PRC 中國 53% 100% 700,700

Chongqing Xinhongyang

Industrial Co., Ltd

(“Chongqing Xinhongyang”)

重慶新紅陽實業有限公司

（「重慶新紅陽」）

PRC 中國 65% 85% 70,110

Chongqing Jingyang Real

Estate Development Co.,

Limited (“Chongqing

Jingyang”)

重慶勁揚房地產開發有限公司

（「重慶勁揚」）

PRC 中國 80% 100% 72,009

Huizhou Dayawan Fanglimei

Investment Co., Limited

(“Huizhou Fanglimei”)

惠州大亞灣房利美投資有限

公司（「惠州房利美」）

PRC 中國 70% 100% 36,331

879,150

These acquisitions have been accounted for as equity

transactions and the total difference between the consideration

paid and the carrying amounts of the attributable non-

controlling interests acquired of RMB62,662,000 had been

recognised directly in special reserve.

49. 收購附屬公司的其他權益（續）

截至二零一八年十二月三十一日止年度

該等收購已作為權益交易入賬，而已付

代價及已收購非控股權益應佔的賬面值

之間的總差額人民幣62,662,000元已直

接於特別儲備中確認。

– F-328 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

50. Disposal of Subsidiaries

(a) Disposal of subsidiaries

For the year ended 31 December 2019

The Group disposed following subsidiaries at a total

consideration of RMB1,331,254,000. These transactions

are accounted for as disposal of subsidiaries.

Name of subsidiaries disposed

Place of

establishment/

incorporation

Disposal

completed in

Equity

interest

disposed Consideration

所出售附屬公司名稱 成立╱註冊成立地點出售完成時間

出售股權百分比 代價

RMB’000

人民幣千元

Meizhou Aotai Property Development Co., Ltd

(“Miezhou Aotai”)

Guangdong, the PRC October 49% 124,902

梅州市奧泰置業有限公司（「梅州奧泰」） 中國廣東 十月

Huizhou Zhongtianhaizhou Industrial Co., Ltd Guangdong, the PRC October 100% 100,000

惠州市中天海州實業有限公司 中國廣東 十月

Taixing New Energy Hancheng Property

Development Co., Ltd and Taixing New Energy

Real Estate Development Co., Ltd

Jiangsu, the PRC July 100% 200,000

泰興市新能源邗城置業有限公司和泰興市新能源房

地產開發有限公司

中國江蘇 七月

Guangzhou Yuanxi Trading Co., Ltd Guangdong, the PRC September 100% 2,000

廣州緣喜商貿有限公司 中國廣東 九月

Huizhou Hengchuang Jianye Real Estate

Development Co., Ltd

Guandgong, the PRC July 51% 50,198

惠州市恆創建業房地產開發有限公司 中國廣東 七月

50. 出售附屬公司

(a) 出售附屬公司

截至二零一九年十二月三十一日止年度

本 集 團 以 總 代 價 人 民 幣

1,331,254,000元出售以下附屬公

司。該等交易入賬列作出售附屬公

司。

– F-329 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

Name of subsidiaries disposed

Place of

establishment/

incorporation

Disposal

completed in

Equity

interest

disposed Consideration

所出售附屬公司名稱 成立╱註冊成立地點出售完成時間

出售股權百分比 代價

RMB’000

人民幣千元

Guangdong Aoyue Health Management Consulting

Co., Ltd (“Guangdong Aoyue”) (Note i)

Guangdong, the PRC June 70% –

廣東奧悅健康管理諮詢有限公司（「廣東奧悅」）

（附註i）

中國廣東 六月

Foshan Junyu Real Estate Co., Ltd

(“Foshan Junyu”) (Note ii)

Guangdong, the PRC July – –

佛山市鈞裕置業有限公司（「佛山鈞裕」）（附註ii） 中國廣東 七月

Huizhou Shifeng Industrial Co., Ltd Guangdong, the PRC December 49% 700,000

惠州獅峰實業有限公司 中國廣東 十二月

Guangzhou Hesheng Property Development Co.,

Ltd

Guangdong, the PRC December 49% 9,608

廣州和升置業有限公司 中國廣東 十二月

Hengtai Property Development (Guangzhou) Co.,

Ltd

Guangdong, the PRC December 49% 9,608

恒太置業（廣州）有限公司 中國廣東 十二月

Guangzhou Jianguan Property Development Co.,

Ltd (“Guangzhou Jianguan”)

Guangdong, the PRC November 11% 25,840

廣州建冠置業有限公司（「廣州建冠」） 中國廣東 十一月

Guangdong Shanshuichanlin Cultural Industry Co.,

Ltd

Guangdong, the PRC November 49% 96,080

廣東山水禪林文化產業有限公司 中國廣東 十一月

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一九年十二月三十一日止年度（續）

– F-330 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiaries disposed

Place of

establishment/

incorporation

Disposal

completed in

Equity

interest

disposed Consideration

所出售附屬公司名稱 成立╱註冊成立地點出售完成時間

出售股權百分比 代價

RMB’000

人民幣千元

Jinhua Xingyao Cultural Performance Co., Ltd Zhejiang, the PRC November 49% 960

金華星耀文化演藝有限公司 中國浙江 十一月

Guangzhou Shengyu Construction Material Co.,

Ltd

Guangdong, the PRC November 49% 2,450

廣州盛譽建築材料有限公司 中國廣東 十一月

Guangzhou Mingshang Property Development Co.,

Ltd

Guangdong, the PRC November 49% 9,608

廣州銘尚置業有限公司 中國廣東 十一月

1,331,254

Note i: The deemed disposal of Guangdong Aoyue is resulted from an increase in its registered capital by equity contribution from an independent third party.

Note ii: Foshan Junyu was a subsidiary of the Company before 31 July 2019, which was held by Guangdong Aoyuan Xianyu Business Zongheti Investment Management Group Co., Ltd. (“Guangdong Xianyu”), and Guangdong Junming Investment Holding Co., Ltd (“Guangdong Junming”, the non-controlling shareholder) of 51% and 49%, respectively. On 31 July 2019, a revised Articles of Association of Foshan Junyu became effective and has stipulated that unanimous consent of the directors are required on making relevant operating decisions.

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一九年十二月三十一日止年度（續）

附註i： 被視為出售廣東奧悅乃由於一名獨立第三方增資導致其註冊資本增加。

附註ii： 於二零一九年七月三十一日前，佛山鈞裕為本公司之附屬公司，由廣東奧園縣域商業綜合體投資管理集團有限公司（「廣東縣域」）、廣東鈞明投資控股有限公司（「廣東鈞明」，非控股股東）分別持有51%及49%。於二零一九年七月三十一日，佛山鈞裕的經修訂章程細則生效及規定在作出相關營運決策時，必須得到董事一致同意。

– F-331 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

Note ii: (continued)

The board of directors is involved in daily operations and

management of the property development project. Before

the revision of the Articles of Association, Guangdong Xianyu

appointed 2 out of 3 directors to the Board of Directors and simple

majority was required on making daily operating decisions. After

the revision of the Articles of Association, Guangdong Xianyu is

not able to control the activities without co-operation of the other

investors, and each party cannot individually control Foshan Junyu.

After considering the above fact and circumstances, the directors

of the Company concluded that the Group does not have the

power of control over Foshan Junyu since the effective date of the

revised Articles of Association of Foshan Junyu.

On 31 July 2019, the Group lost control over Foshan Junyu.

Foshan Junyu has become a joint venture of the Group since 31

July 2019.

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一九年十二月三十一日止年度（續）

附註ii： （續）

董事會參與物業項目的日常營運及管理。於修訂章程細則前，廣東縣域於董事會委任3名之中2名董事，而作出日常營運決策時需要大多數。於修訂章程細則後，未得其他投資者的協同，廣東縣域不能控制該等活動，而各方不能個別控制佛山鈞裕。經考慮上述事實及情況後，本公司董事認為，自佛山鈞裕公司章程修訂生效之日起，本集團沒有權力控制佛山鈞裕。

於二零一九年七月三十一日，本集團失去對佛山鈞裕的控制權。佛山鈞裕自二零一九年七月三十一日起成為本集團之合營企業。

– F-332 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

Details of the net assets disposed of in respect of these

transactions are summarised below:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 13,866

Inventories 存貨 1,945

Intangible asset 無形資產 470

Properties for sales 銷售物業 4,398,758

Trade and other receivables 貿易及其他應收款 261,318

Amounts due from non-controlling shareholders of

subsidiaries

應收附屬公司非控股股東款項

98,640

Tax recoverables 可收回稅金 31,970

Bank balances and cash 銀行結餘及現金 1,232,579

Deferred tax assets 遞延稅項資產 8,739

Amounts due from subsidiaries of the Group 應收本集團附屬公司款項 3,917,233

Trade and other payables 貿易及其他應付款項 (1,881,833)

Amounts due to subsidiaries of the Group 應付本集團附屬公司款項 (548,128)

Amounts due to non-controlling shareholders of

subsidiaries

應付附屬公司非控股權益款項

(2,582)

Contract liabilities 合同義務 (1,048,443)

Tax liabilities 稅項負債 (173,805)

Bank borrowings 銀行借款 (3,523,461)

Net assets disposed of 所出售資產淨值 2,787,266

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一九年十二月三十一日止年度（續）

有關該等交易出售的淨資產詳情概

述如下：

– F-333 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2019 (continued)

Gain on disposal of subsidiaries

RMB’000

人民幣千元

Cash consideration 現金代價 1,331,254

Fair value of retained equity interests in: 於下列的保留權益的公平值：

– classified as interests in joint ventures －分類為於合營企業的權益 1,447,839

Net assets disposed of 所出售資產淨值 (2,787,266)

Non-controlling interests 非控股權益 182,899

Gain on disposal 出售收益 174,726

Net cash inflow arising from disposal of subsidiaries:

RMB’000

人民幣千元

Cash consideration received 已收現金代價 1,331,254

Less: bank balances and cash of the subsidiaries

disposal of

減： 所出售附屬公司的銀行結餘及

現金 (1,232,579)

98,675

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一九年十二月三十一日止年度（續）

出售附屬公司之收益

因出售附屬公司產生的現金流出淨

額：

– F-334 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2018

(i) During the year ended 31 December 2018, the

Group disposed of its 51% equity interest in 嘉興

市翔鴻置業有限公司,Jiaxing Xianghong Property

Development Co., Ltd (“Jiaxing Xianghong”) at a

consideration of RMB52,050,000.

(ii) During the year ended 31 December 2018, the

Group disposed of its 51% equity interest in

Aficion, which holds 99.55% of equity interests in

歌斐頌集團文化旅遊發展有限公司, Aficion Group

Cultural Tourism Development Co., Ltd. (「Aficion

Cultural Tourism」), to an independent third party at

a consideration of RMB176,939,000.

(iii) During the year ended 31 December 2018, the

Group has entered into a cooperation agreement

wi th a non-cont ro l l ing shareho lder of the

subsidiaries, in which the Group disposed of its

29.1% effective equity interest in 廣州奧園盛譽

置業有限公司 (“奧園盛譽”) to the non-controlling

shareholder of the subsidiaries, this results in a

dilution of the effective shareholding of the Group

from 100% to 70.9%.

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一八年十二月三十日止年度

(i) 截 至 二 零 一 八 年 十 二 月

三十一日止年度，本集團按

代價人民幣52,050,000元出

售其於嘉興市翔鴻置業有限

公司（「嘉興翔鴻」）的51%股

權。

(ii) 截 至 二 零 一 八 年 十 二 月

三十一日止年度，本集團按

代價人民幣176,939,000元

出售其於歌斐頌，其持有歌

斐頌集團文化旅遊發展有

限公司（「歌斐頌文化旅遊」）

99.55%股權）的51%股權予

一名獨立第三方。

(iii) 截 至 二 零 一 八 年 十 二 月

三十一日止年度，本集團已

與附屬公司一名非控股股東

訂立合作協議，據此，本集

團出售其於廣州奧園盛譽

置業有限公司（「奧園盛譽」）

29.1%實益股權予附屬公司

的該非控股股東，這導致本

集團的實際股權由100%減至

70.9%。

– F-335 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

(iii) (continued)

Before December 2018, 奧園盛譽 was a wholly

owned subsidiary of 廣東奧園商業地產集團有限公

司 (“奧園商業地產”), a wholly owned subsidiary of

the Company. Under the cooperation agreement

signed in December 2018, 廣東奧園城市更新集

團有限公司 (“奧園城市更新”), a subsidiary which

is 51% held by 奧園商業地產 and 49% held by a

non-controlling shareholder, will hold 39% of 奧

園盛譽 after capital injection. The non-controlling

shareholder of 奧園城市更新 will directly hold 10%

of 奧園盛譽 through capital injection to 奧園盛譽

at consideration of RMB3,921,000. As a result, the

Group holds 70.9% effective interest of 奧園盛譽

through 奧園商業地產 and 奧園城市更新.

The transaction was accounted for as disposal of

partial interest in a subsidiary resulting in loss of

control and the interest in 奧園盛譽 is accounted

for as a jo int venture under IFRS 11 Joint

Arrangements. The Group has the power to appoint

one out of three directors, and all of the strategic

financial and operating decisions must be approved

by all of the joint venture partners with unanimous

consent. Accordingly, 奧園盛譽 is accounted for as

joint venture as at year end date.

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一八年十二月三十日止年度（續）

(iii) （續）

於二零一八年十二月之前，

奧園盛譽為本公司全資附屬

公司廣東奧園商業地產集團

有限公司（「奧園商業地產」）

的全資附屬公司。於二零

一八年十二月簽署合作協議

後，廣東奧園城市更新集團

有限公司（「奧園城市更新」，

一間由奧園商業地產持有

51%及由一名非控股東持有

49%的附屬公司）將於注資後

持有奧園盛譽39%。奧園城

市更新的非控股股東將透過

向奧園盛譽注資代價人民幣

3,921,000元直接持有奧園盛

譽的10%。因此，本集團將

透過奧園商業地產及奧園城

市更新持有奧園盛譽實益股

權70.9%。

交易將作為出售一間附屬公

司部分權益導致失去控制權

入賬及於奧園盛譽的權益根

據國際財務報告準則第1 1

號共同安排作為合營企業入

賬。本集團有權委任三名董

事中的一名及所有的策略、

財務及經營決定必須獲得所

有合營合夥人的一致同意。

因此，奧園盛譽於年結日按

合營企業入賬。

– F-336 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

(iv) During the year ended 31 December 2018, the

Group disposed of its 100% equity interest

in Nice More Investments Limited, which is a

BVI incorporated company and holds 100% of

equity interests in China Aoyuan International

Development Ltd, to an independent third party at a

consideration of USD100 (equivalent to RMB686).

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一八年十二月三十日止年度（續）

(iv) 截 至 二 零 一 八 年 十 二 月

三十一日止年度，本集團按

代價1 0 0美元（等於人民幣

686元）出售其於Nice More

Investments Limited（其為

於英屬處女群島註冊成立的

公司及持有China Aoyuan

International Development

Ltd的100%股權）的100%股

權予一名獨立第三方。

– F-337 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

The above transactions are accounted for as disposal

of subsidiaries. Details of the net assets disposed of in

respect of these transactions are summarised below:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 162,238

Inventories 存貨 18,607

Prepaid lease payment 預付租賃付款 67,876

Goodwill 商譽 25,264

Properties for sales 銷售物業 313,031

Trade and other receivables 貿易及其他應收款 78,560

Amounts due from non-controlling shareholders of

subsidiaries

應收附屬公司非控股股東款項

109

Tax recoverables 可收回稅金 5,543

Bank balances and cash 銀行結餘及現金 163,509

Deferred tax assets 遞延稅項資產 12,313

Amounts due from subsidiaries of the Group 應收本集團附屬公司款項 19,401

Trade and other payables 貿易及其他應付款 (53,653)

Amounts due to subsidiaries of the Group 應付本集團附屬公司款項 (16,353)

Contract liabilities 合同義務 (315,563)

Tax liabilities 稅項負債 (97,834)

Bank borrowings 銀行借款 (85,000)

Deferred tax liabilities 遞延稅項負債 (2,649)

Net assets disposed of 所出售資產淨值 295,399

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一八年十二月三十日止年度（續）

上述交易作為出售附屬公司入賬。

有關該等交易出售的淨資產詳情概

述如下：

– F-338 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Gain on disposal of subsidiaries

RMB’000

人民幣千元

Cash consideration 現金代價 232,910

Fair value of retained equity interests in: 於下列的保留權益的公平值：

– classified as interests in joint ventures －分類為於合營企業的權益 106,968

Net assets disposed of 所出售資產淨值 (295,399)

Non-controlling interests 非控股權益 177,533

Gain on disposal 出售收益 222,012

Net cash outflow arising from disposal of

subsidiaries:

RMB’000

人民幣千元

Cash consideration received 已收現金代價 232,910

Less: bank balances and cash of the subsidiaries

disposal of

減： 所出售附屬公司的銀行結餘及

現金 (163,509)

69,401

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一八年十二月三十日止年度（續）

出售附屬公司之收益

因出售附屬公司產生的現金流出淨

額：

– F-339 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(b) Deemed disposal of partial interests in subsidiaries without loss of control

For the year ended 31 December 2019

(i) During the year ended 31 December 2019, the

Group‘s subsidiary 奧園健康生活集團有限公司,

Aoyuan Healthy Life Group Co., Ltd (“Healthy

Life Group”) has completed its listing on the Main

Board of the Stock Exchange and its dealings in

the Healthy Life Group’s ordinary shares with a

nominal value of HK$0.01 each, resulting in the

dilution of equity interest in Healthy Life Group

held by the Group from 75.5% to 54.6%. The

Group remains to control over Healthy Life Group

after the partial disposal. The difference between

the capital injected by the public shareholders,

amounting to RMB596,829,000, net of share

issuance cost, and the attributable equity interests

in Healthy Life deemed disposed of amounting to

RMB297,044,000 was credited to special reserve;

(ii) During the year ended 31 December 2019, an

independent third party injected capital amounting

to RMB500,000,000 to 廣州淩苑置業有限公司,

Guangzhou Lingyuan Property Development Co.,

Ltd. (“Guangzhou Lingyuan”), resulting in the

dilution of equity interest in Guangzhou Lingyuan

held by the Group from 100% to 66%. The Group

continuously control over Guangzhou Lingyuan after

the partial disposal. There is no difference between

the capital injected by the independent third party

and the attributable equity interests in Guangzhou

Lingyuan disposed.

50. 出售附屬公司（續）

(b) 視為出售附屬公司部分權益而並無失去控制權

截至二零一九年十二月三十一日止年度

(i) 截 至 二 零 一 九 年 十 二 月

三十一日止年度，本集團

的附屬公司奧園健康生活

集團有限公司（「健康生活集

團」）已完成在聯交所主板上

市並按每股面值0.01港元買

賣健康生活集團的普通股，

導致將本集團持有健康生活

集團的股權由75.5%攤薄至

54.6%。於部分出售後，本

集團繼續控制健康生活集

團。公眾股東注資為人民幣

596,829,000元（扣除股票發

行成本）與已出售健康生活集

團應佔股權之間的差異人民

幣297,044,000元已計入特別

儲備。

(ii) 截 至 二 零 一 九 年 十 二 月

三十一日止年度，一名獨立

第三方向廣州淩苑置業有限

公司（「廣州淩苑」）注資人民

幣500,000,000元，導致將本

集團持有廣州淩苑的股權由

100%攤薄至60%。於部分出

售後，本集團繼續控制廣州

淩苑。獨立第三方注資與已

出售廣州淩苑應佔股權之間

並無差異。

– F-340 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

50. Disposal of Subsidiaries (continued)

(b) Deemed disposal of partial interests in subsidiaries without loss of control (continued)

For the year ended 31 December 2019 (continued)

(iii) During the year ended 31 December 2019, an

independent third party injected capital amounting

to RMB125,000,000 to 珠奧園港盛置業有限公司,

Zhuhai Aoyuan Gangsheng Property Development

Co., Ltd. (“Zhuhai Gangsheng”), resulting in the

dilution of equity interest in Zhuhai Gangsheng

held by the Group from 100% to 60%. The Group

continuously control over Zhuhai Gangsheng after

the partial disposal. There is no difference between

the capital injected by the independent third party

and the attributable equity interests in Zhuhai

Gangsheng disposed.

(iv) During the year ended 31 December 2019, an

independent third party injected capital amounting

to RMB1,500,000,000 to 深圳弘譽泰富房地產有限

公司, Shenzhen Hongyu Taifu Real Estate Co., Ltd.

(“Hongyu Taifu”), resulting in the dilution of equity

interest in Hongyu Taifu held by the Group from

100% to 51%. The Group continuously control over

Hongyu Taifu after the partial disposal. There is

no difference between the capital injected by the

independent third party and the attributable equity

interests in Hongyu Taifu disposed.

50. 出售附屬公司（續）

(b) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一九年十二月三十一日止年度（續）

(iii) 截 至 二 零 一 九 年 十 二 月

三十一日止年度，一名獨立

第三方向珠海奧園港盛置業

有限公司（「珠海港盛」）注資

人民幣125,000,000元，導致

將本集團持有珠海港盛的股

權由100%攤薄至60%。於部

分出售後，本集團繼續控制

珠海港盛。獨立第三方注資

與已出售珠海港盛應佔股權

之間並無差異。

(iv) 截 至 二 零 一 九 年 十 二 月

三十一日止年度，一名獨立

第三方向深圳弘譽泰富房地

產有限公司（「弘譽泰富」）注

資人民幣1,500,000,000元，

導致將本集團持有弘譽泰富

的股權由100%攤薄至51%。

於部分出售後，本集團繼續

控制弘譽泰富。獨立第三方

注資與已出售弘譽泰富應佔

股權之間並無差異。

– F-341 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(b) Deemed disposal of partial interests in subsidiaries without loss of control (continued)

For the year ended 31 December 2019 (continued)

(v) During the year ended 31 December 2019, an

independent third party injected capital amounting

to RMB397,500,000 to 南寧朗譜置業有限公司,

Nanning Langpu Property Development Co., Ltd.

(“Nanning Langpu”), resulting in the dilution of

equity interest in Nanning Langpu held by the Group

from 100% to 51%. The Group continuously control

over Nanning Langpu after the partial disposal.

There is no difference between the capital injected

by the independent third party and the attributable

equity interests in Nanning Langpu disposed.

(vi) During the year ended 31 December 2019, an

independent third party injected capital amounting

to RMB500,000,000 to 廣州宏順投資有限公

司, Guangzhou Hongshun Investment Co., Ltd.

(“Guangzhou Hongshun”), resulting in the dilution

of equity interest in Guangzhou Hongshun held

by the Group from 100% to 80%. The Group

continuously control over Guangzhou Hongshun

after the partial disposal. There is no difference

between the capital injected by the independent

third party and the attributable equity interests in

Guangzhou Hongshun disposed.

50. 出售附屬公司（續）

(b) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一九年十二月三十一日止年度（續）

(v) 截 至 二 零 一 九 年 十 二 月

三十一日止年度，一名獨立

第三方向南寧朗譜置業有限

公司（「南寧朗譜」）注資人民

幣397,500,000元，導致將本

集團持有南寧朗譜的股權由

100%攤薄至51%。於部分出

售後，本集團繼續控制南寧

朗譜。獨立第三方注資與已

出售南寧朗譜應佔股權之間

並無差異。

(vi) 截 至 二 零 一 九 年 十 二 月

三十一日止年度，一名獨立

第三方向廣州宏順投資有限

公司（「廣州宏順」）注資人民

幣500,000,000元，導致將本

集團持有廣州宏順的股權由

100%攤薄至80%。於部分出

售後，本集團繼續控制廣州

宏順。獨立第三方注資與已

出售廣州宏順應佔股權之間

並無差異。

– F-342 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

50. Disposal of Subsidiaries (continued)

(b) Deemed disposal of partial interests in subsidiaries without loss of control (continued)

For the year ended 31 December 2019 (continued)

(vii) During the year ended 31 December 2019, an

independent third party injected capital amounting

to RMB137,200,000 to 重慶奧航房地產開發有限公

司, Chongqing Aohang Real Estate Development

Co., Ltd. (“Chongqing Aohang”), resulting in the

dilution of equity interest in Chongqing Aohang

held by the Group from 100% to 51%. The Group

continuously control over Chongqing Aohang after

the partial disposal. There is no difference between

the capital injected by the independent third party

and the attributable equity interests in Chongqing

Aohang disposed.

(viii) During the year ended 31 December 2019, two

independent third party injected capital amounting

to RMB5,900,000 to 泉州奧嘉置業有限公司 ,

Quanzhou Aojia Property Development Co., Ltd.

(“Quanzhou Aojia”), resulting in the dilution of

equity interest in Quanzhou Aojia held by the Group

from 100% to 41%. The Group continuously control

over Quanzhou Aojia after the partial disposal.

There is no difference between the capital injected

by the independent third party and the attributable

equity interests in Quanzhou Aojia disposed.

50. 出售附屬公司（續）

(b) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一九年十二月三十一日止年度（續）

(vii) 截 至 二 零 一 九 年 十 二 月

三十一日止年度，一名獨立

第三方向重慶奧航房地產開

發有限公司（「重慶奧航」）注

資人民幣137,200,000元，導

致將本集團持有重慶奧航的

股權由100%攤薄至51%。於

部分出售後，本集團繼續控

制重慶奧航。獨立第三方注

資與已出售重慶奧航應佔股

權之間並無差異。

(viii) 截 至 二 零 一 九 年 十 二 月

三十一日止年度，兩名獨立

第三方向泉州奧嘉置業有限

公司（「泉州奧嘉」）注資人民

幣5,900,000元，導致將本

集團持有泉州奧嘉的股權由

100%攤薄至41%。於部分出

售後，本集團繼續控制泉州

奧嘉。獨立第三方注資與已

出售泉州奧嘉應佔股權之間

並無差異。

– F-343 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(b) Deemed disposal of partial interests in subsidiaries without loss of control (continued)

For the year ended 31 December 2019 (continued)

(ix) During the year ended 31 December 2019, two

independent third party injected capital amounting

to RMB500,000,000 to 廣州欣潤置業有限公司,

Guangzhou Xinrun Property Development Co., Ltd.

(“Guangzhou Xinrun”), resulting in the dilution of

equity interest in Guangzhou Xinrun held by the

Group from 100% to 51%. The Group continuously

control over Guangzhou Xinrun after the partial

disposal. There is no difference between the capital

injected by the independent third party and the

attributable equity interests in Guangzhou Xinrun

disposed.

For the year ended 31 December 2018

(i) Subsequent to the acquisition of 100% equity

interest in 湖南省晨啟智谷科技發展有限公司 ,

Hunan Chenqi Zhigu Technology Development

Co., Ltd. (“Qi Zhi”), as mentioned in note 48(a), an

independent third party injected capital amounting

to RMB5,334,000 to Qi Zhi, after acquired by the

Group during the year, resulting in the dilution of

equity interest in Qi Zhi held by the Group from

100% to 90%. The Group continuously control

over Qi Zhi after the partial disposal. There is no

difference between the capital injected by the

independent third party and the attributable equity

interests in Qi Zhi disposed.

50. 出售附屬公司（續）

(b) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一九年十二月三十一日止年度（續）

(ix) 截 至 二 零 一 九 年 十 二 月

三十一日止年度，兩名獨立

第三方向廣州欣潤置業有限

公司（「廣州欣潤」）注資人民

幣500,000,000元，導致將本

集團持有廣州欣潤的股權由

100%攤薄至51%。於部分出

售後，本集團繼續控制廣州

欣潤。獨立第三方注資與已

出售廣州欣潤應佔股權之間

並無差異。

截至二零一八年十二月三十一日止年度

(i) 如附屬48(a)所述，於收購湖

南省晨啟智穀科技發展有限

公司（「啟智」）的100%股權

後，一名獨立第三方於本集

團年內收購後向啟智注資人

民幣5,334,000元，導致將本

集團持有啟智的股權由100%

攤薄至9 0 %。於部分出售

後，本集團繼續控制啟智。

獨立第三方注資與已出售啟

智應佔股權之間並無差異。

– F-344 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

50. Disposal of Subsidiaries (continued)

(b) Deemed disposal of partial interests in subsidiaries without loss of control (continued)

For the year ended 31 December 2018 (continued)

(ii) During the year ended 31 December 2018, an

independent third party injected capital amounting

to RMB100,000,000 to 廣州奧園城標置業有限公

司, Guangzhou Aoyuan Chengbiao Real Estate Co.,

Ltd. (“Aoyuan Chengbiao”), resulting in the dilution

of equity interest in Aoyuan Chengbiao held by the

Group from 100% to 80%. The Group continuously

control over Aoyuan Chengbiao after the partial

disposal. There is no difference between the capital

injected by the independent third party and the

attributable equity interests in Aoyuan Chengbiao

disposed.

(iii) During the year ended 31 December 2018, an

independent third party injected capital amounting

to RMB2,500,000 to 豪泰冠匯（廣州）置業有限公司,

Haotaiguanhui (Guangzhou) Real Estate Co., Ltd.

(“Haotaiguanhui”), resulting in the dilution of equity

interest in Haotaiguanhui held by the Group from

100% to 80%. The Group continuously control over

Haotaiguanhui after the partial disposal. There is

no difference between the capital injected by the

independent third party and the attributable equity

interests in Haotaiguanhui disposed.

50. 出售附屬公司（續）

(b) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一八年十二月三十一日止年度（續）

(ii) 截 至 二 零 一 八 年 十 二 月

三十一日止年度，一名獨立

第三方向廣州奧園城標置業

有限公司（「奧園城標」）注資

人民幣100,000,000元，導致

將本集團持有奧園城標的股

權由100%攤薄至80%。於部

分出售後，本集團繼續控制

奧園城標。獨立第三方注資

與已出售奧園城標應佔股權

之間並無差異。

(iii) 截 至 二 零 一 八 年 十 二 月

三十一日止年度，一名獨立

第三方向豪泰冠匯（廣州）置

業有限公司（「豪泰冠匯」）注

資人民幣2,500,000元，導致

將本集團持有豪泰冠匯的股

權由100%攤薄至80%。於部

分出售後，本集團繼續控制

豪泰冠匯。獨立第三方注資

與已出售豪泰冠匯應佔股權

之間並無差異。

– F-345 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(b) Deemed disposal of partial interests in subsidiaries without loss of control (continued)

For the year ended 31 December 2018 (continued)

(iv) During the year ended 31 December 2018, an

independent third party injected capital amounting

t o R M B 2 , 5 0 0 , 0 0 0 t o 廣州尚宇置業有限公

司, Guangzhou Shangyu Real Estate Co., Ltd.

(“Guangzhou Shangyu”), resulting in the dilution of

equity interest in Guangzhou Shangyu held by the

Group from 100% to 80%. The Group continuously

control over Guangzhou Shangyu after the partial

disposal. There is no difference between the capital

injected by the independent third party and the

attributable equity interests in Guangzhou Shangyu

disposed.

(v) During the year ended 31 December 2018, an

independent third party injected capital amounting

to RMB28,460,000 to 北京奧園華富置業有限公

司, Beijing Aoyuan Huafu Real Estate Co., Ltd.

(“Aoyuan Huafu”), resulting in the dilution of equity

interest in Aoyuan Huafu held by the Group from

100% to 51%. The Group continuously control over

Aoyuan Huafu after the partial disposal. There is

no difference between the capital injected by the

independent third party and the attributable equity

interests in Aoyuan Huafu disposed.

50. 出售附屬公司（續）

(b) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一八年十二月三十一日止年度（續）

(iv) 截 至 二 零 一 八 年 十 二 月

三十一日止年度，一名獨立

第三方向廣州尚宇置業有限

公司（「廣州尚宇」）注資人民

幣2,500,000元，導致將本

集團持有廣州尚宇的股權由

100%攤薄至80%。於部分出

售後，本集團繼續控制廣州

尚宇。獨立第三方注資與已

出售廣州尚宇應佔股權之間

並無差異。

(v) 截 至 二 零 一 八 年 十 二 月

三十一日止年度，一名獨立

第三方向北京奧園華富置業

有限公司（「奧園華富」）注資

人民幣28,460,000元，導致

將本集團持有奧園華富的股

權由100%攤薄至51%。於部

分出售後，本集團繼續控制

奧園華富。獨立第三方注資

與已出售奧園華富應佔股權

之間並無差異。

– F-346 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

50. Disposal of Subsidiaries (continued)

(b) Deemed disposal of partial interests in subsidiaries without loss of control (continued)

For the year ended 31 December 2018 (continued)

(vi) During the year ended 31 December 2018, the

Company proposes to spin-off and separately list

the shares of Aoyuan Healthy Life Group Company

Limited (“Aoyuan Healthy Life”), a subsidiary of

the Company, on the Main Board of the Stock

Exchange. For spin-off purpose, Aoyuan Healthy

Life has underwent a group reorganisation as

described in the post hearing information pack.

Two independent third parties injected capital

amounting to RMB74,510,000 to 奥園健康生活集

團有限公司, Aoyuan Healthy Life, resulting in the

dilution of equity interest in Aoyuan Healthy Life

held by the Group from 100% to 75.5%. The Group

continuously control over Aoyuan Healthy Life after

the partial disposal. The difference between the

capital injected by the independent third party and

the attributable equity interests in Aoyuan Healthy

Life disposed amounting to RMB6,781,000 was

charged to special reserve.

(vii) During the year ended 31 December 2018, an

independent third party injected capital amounting

to RMB64,900,000 to 祁東奧園置業有限公司 ,

Qidong Aoyuan Real Estate Co., Ltd. (“Qidong

Aoyuan”), resulting in the dilution of equity interest

in Qidong Aoyuan held by the Group from 100%

to 90%. The Group continuously control over

Qidong Aoyuan after the partial disposal. There is

no difference between the capital injected by the

independent third party and the attributable equity

interests in Qidong Aoyuan disposed.

50. 出售附屬公司（續）

(b) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一八年十二月三十一日止年度（續）

(vi) 截 至 二 零 一 八 年 十 二 月

三十一日止年度，本集團

建議將本公司附屬公司奧園

健康生活集團有限公司（「奧

園健康生活」）分拆及在聯交

所主板單獨上市。就分拆

而言，奧園健康生活已進

行聆訊資料集所述集團重

組。兩名獨立第三方向奧園

健康生活注資共計人民幣

74,510,000元，導致將本集

團持有奧園健康生活的股權

由100%攤薄至75.5%。於

部分出售後，本集團繼續控

制奧園健康生活。獨立第三

方注資與已出售奧園健康生

活應佔股權之間的差額人民

幣6,781,000元於特別儲備扣

除。

(vii) 截 至 二 零 一 八 年 十 二 月

三十一日止年度，一名獨立

第三方向祁東奧園置業有限

公司（「祁東奧園」）注資人民

幣64,900,000元，導致將本

集團持有祁東奧園的股權由

100%攤薄至90%。於部分出

售後，本集團繼續控制祁東

奧園。獨立第三方注資與已

出售祁東奧園應佔股權之間

並無差異。

– F-347 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(b) Deemed disposal of partial interests in subsidiaries without loss of control (continued)

For the year ended 31 December 2018 (continued)

(viii) Subsequent to the acquisition of 100% equity

interest in 福建置立方地產發展有限公司, Fujian

Zhilifang Real Estate Development Co., Ltd.

(“Fujian Zhilifang”), as mentioned in note 48(a), an

independent third party injected capital amounting

to RMB20,000,000 to Fujian Zhilifang, resulting

in the dilution of equity interest in Aoyuan held

by the Group from 100% to 83%. The Group

continuously control over Fujian Zhilifang after the

partial disposal. There is no difference between the

capital injected by the independent third party and

the attributable equity interests in Fujian Zhilifang

disposed.

(ix) Subsequent to the acquisition of 100% equity

interest in 合肥前海漢華置業有限公司 , Hefei

Qianhai Hanhua Real Estate Co., Ltd. (“Qianhai

Hanhua”) , as ment ioned in note 48(a) , an

independent third party injected capital amounting

to RMB65,000,000 to Qianhai Hanhua, resulting

in the dilution of equity interest in Qianhai Hanhua

held by the Group from 100% to 90%. The Group

continuously control over Qianhai Hanhua after the

partial disposal. There is no difference between the

capital injected by the independent third party and

the attributable equity interests in Qianhai Hanhua

disposed.

50. 出售附屬公司（續）

(b) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一八年十二月三十一日止年度（續）

(viii) 如附註48(a)所述，於收購福

建置立方地產發展有限公司

（「福建置立方」）的100%股權

後,一名獨立第三方向福建置

立方注資人民幣20,000,000

元，導致將本集團持有福建

置立方的股權由100%攤薄至

83%。於部分出售後，本集

團繼續控制福建置立方。獨

立第三方注資與已出售福建

置立方應佔股權之間並無差

異。

(ix) 如附註48 (a )所述，於收購

合肥前海漢華置業有限公司

（「前海漢華」）的100%股權後,

一名獨立第三方向前海漢華

注資人民幣65,000,000元，

導致將本集團持有前海漢華

的股權由100%攤薄至90%。

於部分出售後，本集團繼續

控制前海漢華。獨立第三方

注資與已出售前海漢華應佔

股權之間並無差異。

– F-348 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

51. Reconciliation of Liabilities Arising from Financing Activities

The table below details changes in the Group’s liabilities arising

from financing activities, including both cash and non-cash

changes. Liabilities arising from financing activities are those

for which cash flows were, or the future cash flow will be,

classified in the Group’s consolidated financial statements of

cash flows from financing activities.

Non-cash changes

非現金變動

At

1 January

2019

Financing

cash flow

Interest

paid

Acquisition

of

subsidiaries

Finance

cost of

the year

Non-cash

financing

Disposal

of

subsidiaries

Dividend

declared

Foreign

exchange

losses

At

31 December

2019

於二零一九年一月一日

融資現金流 已付利息

收購附屬公司

年內融資成本

非現金融資

出售附屬公司 宣派股息 外匯虧損

於二零一九年十二月三十一日

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts due to non-

controlling shareholders

of subsidiaries

應付附屬公司

非控股股東

款項 2,352,730 1,282,879 – 3,551,433 – 2,807,000 (2,582) – – 9,991,460

Loans from non-controlling

shareholders of

subsidiaries

來自附屬公司

非控股股東的

貸款 1,696,630 (543,330) (118,576) – 118,576 (1,153,300) – – – –

Amounts due to joint

ventures

應付合營企業的

款項 2,402,017 7,641,088 (31,000) – 52,471 (719,830) 3,369,105 – – 12,713,851

Amounts due to

associates

應付聯營公司的

款項 49 116,583 – – – – – – – 116,632

Bank and other borrowings 銀行及其他借款 40,751,350 26,836,044 (5,048,816) 3,456,008 5,094,512 1,153,300 (3,523,461) – 241,801 68,960,738

Senior notes and bonds 優先票據及債券 16,970,161 9,117,818 (1,581,923) – 2,076,100 – – – 221,036 26,803,192

Lease liabilities 租賃負債 584,098 (231,182) – – 77,462 516,209 – – – 946,587

Other payables 其他應付款 539,998 (36,188) (32,518) – 32,518 – – – 30,400 534,210

Dividend payable 應付股息 – (990,794) – – – – – 990,794 – –

At 31 December 2019 於二零一九年

十二月三十一日 65,297,033 43,192,918 (6,812,833) 7,007,441 7,451,639 2,603,379 (156,938) 990,794 493,237 120,066,670

51. 融資活動所產生的負債對賬

下表詳述本集團來自融資活動的負債變

動，包括現金及非現金變動。融資活動

產生的負債為列入本集團綜合財務報表

自融資活動現金流量產生的現金流量或

未來現金流量。

– F-349 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

51. Reconciliation of Liabilities Arising from Financing Activities (continued)

Non-cash changes

非現金變動

At

1 January

2018

Financing

cash flow

Interest

paid

Acquisition

of

subsidiaries

Finance

cost of

the year

Non-cash

financing

Disposal

of

subsidiaries

Dividend

declared

Foreign

exchange

losses

At

31 December

2018

於二零一八年一月一日

融資現金流 已付利息

收購附屬公司

年內融資成本

非現金融資

出售附屬公司 宣派股息 外匯虧損

於二零一八年十二月三十一日

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts due to non-

controlling shareholders

of subsidiaries

應付附屬公司

非控股股東

款項 609,591 716,322 – 1,026,817 – – – – – 2,352,730

Loans from non-controlling

shareholders of

subsidiaries

來自附屬公司

非控股股東的

貸款 2,124,980 (428,350) (150,139) – 150,139 – – – – 1,696,630

Amounts due to joint

ventures

應付合營企業的

款項 227,332 2,823,747 (11,000) – 64,800 (702,862) – – – 2,402,017

Amounts due to an

associate

應付一間聯營公司的款項 20 29 – – – – – – – 49

Bank and other borrowings 銀行及其他借款 27,794,316 11,106,670 (2,503,905) 1,480,258 2,584,411 – (85,000) – 374,600 40,751,350

Senior notes and bonds 優先票據及債券 12,575,445 3,747,507 (881,336) – 1,140,333 – – – 388,212 16,970,161

Lease liabilities 租賃負債 – (27,668) – – 6,644 320,785 – – – 299,761

Other payables 其他應付款 1,042,259 (499,470) (29,587) – 29,587 36,188 – – (38,979) 539,998

Dividend payable 應付股息 – (670,393) – – – – – 670,393 – –

At 31 December 2018 於二零一八年

十二月三十一日 44,373,943 16,768,394 (3,575,967) 2,507,075 3,975,914 (345,889) (85,000) 670,393 723,833 65,012,696

51. 融資活動所產生的負債對賬（續）

– F-350 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

52. Contingent Liabilities

At the end of respective reporting period, the Group had

contingent liabilities as follows:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Guarantees given to banks in connection with

facilities granted to third parties

就第三方獲授的融資向銀行

作出之擔保 77,693,508 51,984,473

Guarantees given to banks in connection with

facilities granted to joint ventures

就合營企業獲授的融資向銀

行作出之擔保 8,029,380 1,620,000

The Group acted as guarantor to the banks in respect of

the mortgage bank loans granted to certain purchasers of

the Group’s properties and agreed to repay the outstanding

mortgaged loans upon the purchasers’ default on the

repayment of the outstanding mortgage loans and the loan

interest accrual thereon. In the opinion of the directors of the

Company, the fair value of the financial guarantee contracts is

not significant at the initial recognition and provision has not

been made as the default rate is low.

The Group had provided guarantees in respect of banking

facilities granted by banks to the Group’s joint ventures,

respectively. In the opinion of the directors of the Company,

the fair value of guarantee contracts are insignificant at initial

recognition. Also, no provision for the guarantee contracts at

the end of the reporting period is recognised as the default risk

is low.

52. 或然負債

於各報告期末，本集團的或然負債如

下：

本集團就授予本集團若干物業買家的按

揭銀行貸款而擔任面對銀行的擔保人，

並同意於買家拖欠償還未償還按揭貸款

及應計貸款利息時償還未償還按揭貸

款。本公司董事認為，由於違約率較

低，財務擔保合約於首次確認時的公平

值並不重大，且並無作出撥備。

本集團已就銀行授予本集團之合營企業

的銀行融資提供擔保。本公司董事認

為，擔保合約之公平值於初步確認時並

不重大。此外，由於違約風險較低，因

此於報告期末並無就擔保合約確認撥

備。

– F-351 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

53. 經營租賃安排

本集團作為出租人

若干物業的或然租金向租戶收取，在租

戶賺取的營業額超出預定月租金時按營

業額的一定百分比釐定。於截至二零

一九年十二月三十一日止年度確認的或

然租金收入為人民幣32,761,000元（二零

一八年：人民幣34,551,000元）。本集團

持作租賃物業的租戶承諾租期介乎一年

至二十一年。

就租賃應收之最低租賃款項如下：

53. Operating Lease Arrangements

The Group as lessor

Contingent rental for certain properties was charged to tenants

and was determined by a certain percentage of turnover

earned by the tenants upon they exceed the pre-determined

monthly rental. The contingent rental income recognised

during the year ended 31 December 2019 amounted to

RMB32,761,000 (2018: RMB34,551,000). The properties held

by the Group for rental purpose have committed tenants for

periods ranging from 1 to 21 years.

Minimum lease payments receivable on leases are as follows:

31/12/2019

二零一九年

十二月三十一日

RMB’000

人民幣千元

Within one year 一年 264,189

In the second year 第二年 246,524

In the third year 第三年 218,578

In the fourth year 第四年 183,461

In the fifth year 第五年 162,534

After five years 五年以上 1,572,374_______

2,647,660

– F-352 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

53. Operating Lease Arrangements (continued)

The Group as lessor (continued)

The Group had contracted with tenants for the following future

minimum lease payments as follows:

2018

二零一八年

RMB’000

人民幣千元

Within one year 一年內 200,908

In the second to fifth year inclusive 第二至第五年（包括首尾兩年） 641,468

After five years 五年以上 1,381,079

2,223,455

Rental from certain tenants of an investment property

are determined at the amount of the higher of a specified

percentage of their turnover and a fixed monthly rental. The

remaining properties are expected to generate rental yields of

average 0.57% to 6.72% per annum on an on-going basis.

53. 經營租賃安排（續）

本集團作為出租人（續）

本集團與租客已訂約的未來最低租賃款

項如下：

投資物業部分租戶之租金乃按其營業額

特定比率及固定月租之較高者釐定。餘

下物業預期將持續產生每年平均0.57%至

6.72%的租金回報率。

– F-353 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

53. Operating Lease Arrangements (continued)

The Group as lessee

At 31 December 2018, the Group had outstand ing

commitments for future minimum lease payments under non-

cancellable operating leases, which fall due as follows:

2018

二零一八年

RMB’000

人民幣千元

Within one year 一年內 107,539

In the second to fifth year inclusive 第二至第五年（包括首尾兩年） 245,186

After five years 五年以上 52,666

405,391

Operating lease payments mainly represent rentals payable

by the Group for certain of its office premises and warehouse.

Leases are negotiated with range from 1 to 10 years and

rentals are fixed for an average term of 1 to 10 years.

53. 經營租賃安排（續）

本集團作為承租人

於二零一八年十二月三十一日，本集團

根據不可取消經營租賃項下的未來最低

租賃款項尚未支付承擔將於以下期內到

期：

經營租賃款項主要指本集團就若干辦公

室及倉庫而應付的租金。磋商所得的租

賃年期介乎一至十年，平均一至十年內

的租金亦已確定。

– F-354 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

54. Other Commitments

At the end of respective reporting period, the Group has other

commitments as follow:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Construction cost commitments for properties

for sales contracted for but not provided in

the consolidated financial statements

已訂約惟未於綜合財務報表

內撥備之可供銷售物業建

築成本承擔 32,078,329 20,998,875

Commitments for acquisition of land use

rights contracted for but not provided in the

consolidated financial statements

已訂約惟未於綜合財務報表

內撥備之有關收購土地使

用權承擔 141,506 410,936

Commitments for acquisition of subsidiaries

contracted for but not provided in the

consolidated financial statements

已訂約惟未於綜合財務報表

內撥備之收購附屬公司承

擔 2,575,369 1,206,202

Construction cost commitments for investment

properties contracted for but not provided in

the consolidated financial statements

已訂約惟未於綜合財務報表

內撥備之投資物業建築成

本承擔 306,310 157,302

Construction commitment in respect of

building under development contracted for

but not provided in the consolidated financial

statements

已訂約惟未於綜合財務報表

內撥備之在建物業建築成

本承擔

486,967 382,706

Commitments for acquisition of a joint venture

contracted for but not provided in the

consolidated financial statements

已訂約惟未於簡明綜合財務

報表內撥備之收購一間合

營企業承擔 162,509 165,944

Construction cost commitments for a

healthcare and medical beauty industrial

complex contracted for but not provided in

the consolidated financial statements

已訂約惟未於綜合財務報表

內撥備之康養及醫療美容

產業綜合體建築成本承擔

399,339 –

Commitments for registered capital injection in

a joint venture

對一間合營企業認繳註冊資

本承擔 51,200 –

54. 其他承擔

於各報告期末，本集團有其他承擔如

下：

– F-355 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

54. Other Commitments (continued)

The Group’s share of commitments made jointly with other

investors relating to its joint ventures are as follows:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Construction cost commitments for properties

for sales contracted for but not provided in

the consolidated financial statements

已訂約惟未於綜合財務報表

內撥備之可供銷售物業建

築成本承擔 3,480,381 843,471

55. Pledge of Assets

The following assets were pledged to secure certain banking

and other facilities granted to the Group at the end of the

reporting period:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Property, plant and equipment 物業、廠房及設備 925,936 793,818

Prepaid lease payments 預付租賃款項 – 338,245

Investment properties 投資物業 4,809,375 3,216,774

Properties for sale 可供銷售物業 45,056,061 24,025,658

Restricted bank deposits 受限制銀行存款 8,710,791 1,604,218

Right-of-use assets 使用權資產 189,864 –

59,692,027 29,978,713

The Group’s equity interests in certain subsidiaries, which hold

certain pledged properties under development for sale included

above, have been pledged to secure certain banking facilities

granted to the Group.

54. 其他承擔（續）

本集團應佔與其他投資者就其合營企業

共同作出之承擔如下：

55. 資產抵押

於報告期末，已抵押以下資產以取得授

予本集團之若干銀行及其他融資：

本集團已抵押部分持有上述抵押待售在

建物業的附屬公司的權益用以獲授若干

銀行融資。

– F-356 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

56. Share-Based Payment Transactions

Equity-settled share option scheme

The Company’s share option scheme (the “Scheme”), was

adopted pursuant to a resolution passed on 13 September

2007 for the primary purpose of providing incentives to

directors and eligible employees.

At 31 December 2019, the number of shares in respect of

which options had been granted and remained outstanding

under the Scheme was 12,500,000 (2018: 25,000,000),

representing 0.46% (2018: 0.93%) of the shares of the

Company in issue at that date. The total number of shares in

respect of which options may be granted under the Scheme

is not permitted to exceed 10% of the shares of the Company

in issue at any point in time, without prior approval from the

Company’s shareholders. The number of shares issued and

to be issued in respect of which options granted and may

be granted to any individual in any one year is not permitted

to exceed 1% of the shares of the Company in issue at any

point in time, without prior approval from the Company’s

shareholders.

Consideration of HK$1 is payable on the grant of an option.

Options may be exercised according to the schedule set out

below. The exercise price is determined by the directors of

the Company, and will not be less than the highest of (i) the

closing price of the Company’s shares on the date of grant; (ii)

the average closing price of the shares for the five business

days immediately preceding the date of grant; and (iii) the

nominal value of the Company’s shares.

56. 以股份為基礎支付的交易

股本結算購股權計劃

本公司之購股權計劃（「計劃」）乃根據於

二零零七年九月十三日通過之決議案採

納，主要目的為向董事及合資格僱員提

供獎勵。

於二零一九年十二月三十一日，根據該

計劃已授出但仍未行使的購股權涉及

的股份數目為12,500,000股（二零一八

年：25,000,000股）， 相當於本公司於

該日已發行股份的0.46%（二零一八年：

0.93%）。未經本公司股東事先批准，根

據計劃授出購股權所涉股份總數不可超

過本公司任何時間已發行股份的10%。

未經本公司股東事先批准，於任何一個

年度內向任何人士授出及可能授出之購

股權所涉已發行及將發行之股份數目不

可超過本公司任何時間已發行股份的

1%。

授出購股權應付之代價為1港元。購股權

可按下文所列之時間表予以行使。行使

價由本公司董事釐定，且不得低於(i)本公

司股份於授出日期的收市價；(ii)緊接授

出日期前五個營業日的平均收市價；及

(iii)本公司股份面值之最高者。

– F-357 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

56. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)

Details of specific categories of options are as follows:

Option type

No. of optionsgrantedafter theadjustment Date of grant Vesting period Exercisable period

Exerciseprice

after theadjustment

Fair value/share at

grant date

購股權類型調整後所授購股權數目 授出日期 歸屬期 可行使期間

調整後行使價

於授出日期每股公平值

HK$ HK$

港元 港元

2016A 5,000,000 12 December 2016 N/A

12 December 2016 to

31 December 2017 1.778 0.08

二零一六年十二月十二日 不適用二零一六年十二月十二日至 二零一七年十二月三十一日

2016B 5,000,000 12 December 2016

12 December 2016 to

31 December 2017

1 January 2018 to

31 December 2018 1.778 0.26

二零一六年十二月十二日二零一六年十二月十二日至 二零一七年十二月三十一日

二零一八年一月一日至 二零一八年十二月三十一日

2018A1 2,500,000 16 July 2018

16 July 2018 to

31 December 2018

1 January 2019 to

30 June 2019 5.522 1.130

二零一八年七月十六日二零一八年七月十六日至 二零一八年十二月三十一日

二零一九年一月一日至 二零一九年六月三十日

2018A2 5,000,000 16 July 2018

16 July 2018 to

31 December 2018

1 January 2019 to

30 June 2019 5.522 1.131

二零一八年七月十六日二零一八年七月十六日至 二零一八年十二月三十一日

二零一九年一月一日至 二零一九年六月三十日

2018B1 1,250,000 16 July 2018

16 July 2018 to

30 June 2019

1 July 2019 to

31 December 2019 5.522 0.662

二零一八年七月十六日二零一八年七月十六日至 二零一九年六月三十日

二零一九年七月一日至 二零一九年十二月三十一日

2018B2 3,750,000 16 July 2018

16 July 2018 to

30 June 2019

1 July 2019 to

31 December 2019 5.522 0.664

二零一八年七月十六日二零一八年七月十六日至 二零一九年六月三十日

二零一九年七月一日至 二零一九年十二月三十一日

56. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）

購股權之特定分類詳情如下：

– F-358 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Option type

No. of optionsgrantedafter theadjustment Date of grant Vesting period Exercisable period

Exerciseprice

after theadjustment

Fair value/share at

grant date

購股權類型調整後所授購股權數目 授出日期 歸屬期 可行使期間

調整後行使價

於授出日期每股公平值

HK$ HK$

港元 港元

2018C1 2,500,000 16 July 2018

16 July 2018 to

31 December 2019

1 January 2020 to

30 June 2020 5.522 1.133

二零一八年七月十六日二零一八年七月十六日至 二零一九年十二月三十一日

二零二零年一月一日至 二零二零年六月三十日

2018C2 5,000,000 16 July 2018

16 July 2018 to

31 December 2019

1 January 2020 to

30 June 2020 5.522 1.138

二零一八年七月十六日二零一八年七月十六日至 二零一九年十二月三十一日

二零二零年一月一日至 二零二零年六月三十日

2018D1 1,250,000 16 July 2018

16 July 2018 to

31 December 2019

1 January 2020 to

30 June 2020 5.522 0.473

二零一八年七月十六日二零一八年七月十六日至 二零一九年十二月三十一日

二零二零年一月一日至 二零二零年六月三十日

2018D2 3,750,000 16 July 2018

16 July 2018 to

31 December 2019

1 January 2020 to

30 June 2020 5.522 0.478

二零一八年七月十六日二零一八年七月十六日至 二零一九年十二月三十一日

二零二零年一月一日至 二零二零年六月三十日

2018B1, 2018B2, 2018D1 and 2018D2 options are vested only

in the event when the share price of the Company reached

more than HK$10 and trading volume of the shares of the

Company related more than 3,000,000 per day for consecutive

5-day period during the vesting period.

56. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)

Details of specific categories of options are as follows:

(continued)

56. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）

購股權之特定分類詳情如下：（續）

2018B1、2018B2、2018D1及2018D2

購股權僅在於歸屬期內連續五天期間內

本公司股價超過10港元及成交量超過每

日3,000,000股的情況下歸屬。

– F-359 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

56. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)

The following table disclose movement’s of the Company’s

share options held by the directors and employees during the

current and prior years:

Option type

Outstandingat

1 January2018

Grantedduring

the year

Exercisedduring

the year

Expiredduring

the year

Outstandingat

31 December2018

Grantedduring

the year

Exercisedduring

the year

Expiredduring

the year

Outstandingat

31 December2019

購股權類型

於二零一八年一月一日未行使 年內授出 年內行使 年內屆滿

於二零一八年十二月三十一日

未行使 年內授出 年內行使 年內屆滿

於二零一九年十二月三十一日

未行使’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000

千份 千份 千份 千份 千份 千份 千份 千份 千份(Note)

（附註）

2016B 5,000 – (5,000) – – – – – –

2018A1 – 2,500 – – 2500 – (2,500) – –

2018A2 – 5,000 – – 5,000 – (5,000) – –

2018B1 – 1,250 – – 1,250 – (1,250) – –

2018B2 – 3,750 – – 3,750 – (3,750) – –

2018C1 – 2,500 – – 2,500 – – – 2,500

2018C2 – 5,000 – – 5,000 – – – 5,000

2018D1 – 1,250 – – 1,250 – – – 1,250

2018D2 – 3,750 – – 3,750 – – – 3,750

5,000 25,000 (5,000) – 25,000 – (12,500) – 12,500

Exercisable at the

end of the year

於年末可行使 5,000 – –

Weighted average

exercise price (HK$)

加權平均行使價（港元） 1.778 5.522 1.778 – – 5.522 –

Note: In respect of the share options exercised during the year, the weighted

average share price at the dates of exercise was HK$10.30.

56. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）

下表披露董事及僱員於本年度及過往年

度所持本公司購股權之變動：

附註： 就年內行使的購股權而言，行使日期的加權平均股價為10.30港元。

– F-360 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

56. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)

These fair values were calculated using the Binominal model

and Monte Carlo simulation. The inputs into the models were as

follows:

2016A 2016B 2018A1 2018A2 2018B1 2018B2 2018C1 2018C2 2018D1 2018D2

Weighted average

share price 加權平均股價Exercise price 行使價 HK$1.778 HK$1.778 HK$5.522 HK$5.522 HK$5.522 HK$5.522 HK$5.522 HK$5.522 HK$5.522 HK$5.522

1.778港元 1.778港元 5.522港元 5.522港元 5.522港元 5.522港元 5.522港元 5.522港元 5.522港元 5.522港元Expected volatility 預期波幅 28% 41% 61% 61% 53.7% 53.7% 48% 48% 48% 48%

Expected life 預計年期 1 year 2 years 1 year 1 year 1.45 years 1.45 years 2 years 2 years 2 years 2 years

1年 2年 1年 1年 1.45年 1.45年 2年 2年 2年 2年Risk-free rate 無風險利率 0.676% 0.907% 1.69% 1.69% 1.76% 1.76% 1.83% 1.83% 1.83% 1.83%

Expected dividend yield 預期股息回報率 8% 8% 5.3% 5.3% 5.3% 5.3% 5.3% 5.3% 5.3% 5.3%

Expected volatility was determined by using the historical

volatility of the Company’s share price over the previous one

year. The expected life used in the model has been adjusted,

based on management’s best estimate, for the effects of

non-transferability, exercise restrictions and behavioural

considerations. The risk-free rate was determined by yield of

Hong Kong Government Bond with maturity nearest to the

expiration date of the share options.

56. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）

公平值乃使用二項式模式及蒙特卡羅模

擬計算。該等模式之輸入參數如下：

預期波幅以本公司股價於過往一年之歷

史波幅釐定。該模式中使用之預計年期

已按管理層經考慮不可轉讓性、行使限

制及行為因素後作出之最佳估計調整。

無風險利率乃按香港政府債券收益率（到

期日約整至購股權屆滿日）釐定。

– F-361 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited Annual Report 2019

綜合財務報表附註（續）

56. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)

The Group recognised the total expense of RMB7,869,000

(2018: RMB11,487,000) for the year ended 31 December 2019

in relation to share options granted by the Company and share

option reserve of RMB10,056,000 (2018: RMB1,100,000) has

been transferred to share premium as the share option was

exercised during the year ended 31 December 2019 in relation

to share options granted by the Company.

The number of share options granted that are expected to be

vested has been reduced to reflect the historical experience

of forfeiture of options granted prior to completion of vesting

period and accordingly the share option expense has been

adjusted. At the end of the reporting period, the Group revises

its estimates of the number of options that are expected

to ultimately vest. The impact of the revision of the original

estimates, if any, is recognised in the profit and loss over the

remaining vesting period, with a corresponding adjustment to

the share option reserve.

The Binomial model and Monte Carlo simulation have been

used to estimate the fair value of the options. The variables

and assumptions used in computing the fair value of the share

options are based on the directors’ of the Company best

estimate. The value of an option varies with different variables

of certain subjective assumptions.

56. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）

於截至二零一九年十二月三十一日止年

度，本集團就本公司授出之購股權確認

開支總額人民幣7,869,000元（二零一八

年：人民幣11,487,000元）及由於本公司

授出的購股權已於截至二零一九年十二

月三十一日止年度內獲行使，購股權儲

備人民幣10,056,000元（二零一八年：人

民幣1,100,000元）已轉移至股份溢價。

已扣減預期歸屬的已授出購股權數目，

以反映過往經驗中已授出購股權在歸屬

期間完成前被沒收，因此購股權開支已

作調整。於報告期末，本集團將修訂其

對預期最終歸屬購股權數目之估計。修

訂原來估計數字的影響（如有）乃於剩餘歸

屬期間在損益賬確認，並對購股權儲備

作出相應調整。

二項式模式及蒙特卡羅模擬已用於估計

購股權的公平值。計算購股權公平值時

使用的變量及假設乃根據本公司董事之

最佳估計。購股權的價值會因若干主觀

假設的不同變量而有所差異。

– F-362 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

57. Retirement Benefits Plans

According to the relevant laws and regulations in the PRC, the

Company’s PRC subsidiaries are required to participate in a

defined contribution retirement scheme administrated by the

local municipal government. The Group’s PRC subsidiaries

contribute funds which are calculated on certain percentage

of the average employee salary as agreed by local municipal

government to the scheme to fund the retirement benefits

of the employees. The principal obligation of the Group with

respect to the retirement benefits scheme is to make the

required contributions under the scheme.

The Group also operates a Mandatory Provident Fund Scheme

for all qualified employees in Hong Kong. The assets of the

scheme are held separately from those of the Group, in funds

under the control of trustee. The Group contributes 5% of

relevant payroll costs to the scheme and the same amount is

matched by employees.

Contribution to the defined contribution plans in Australia

and Canada are made by the employer based on a certain

percentage of the employees’ salaries and wages.

The Group recognised the retirement benefit contributions of

RMB112,500,000 (2018: RMB81,494,000) for the year ended

31 December 2019.

57. 退休福利計劃

根據中國相關法律及法規，本公司的中

國附屬公司須參與由地方市政府管理的

定額供款退休計劃。本集團的中國附屬

公司乃以平均僱員薪金按地方市政府同

意的既定百分比計算之金額向計劃支付

供款，為僱員的退休福利提供資金。本

集團對退休福利計劃應負的主要責任為

根據計劃作出所須供款。

本集團亦在香港為所有合資格僱員運作

一個強制性公積金計劃。計劃資產於受

託人控制的基金中與本集團資產分開持

有。本集團按相關工資成本的5%向計劃

供款，僱員亦按相同金額供款。

對澳洲及加拿大定額供款計劃的供款乃

由僱主根據僱員薪金及工資的若干百分

比作出。

本集團已就截至二零一九年十二月

三十一日止年度確認退休福利供款人民

幣112,500,000元（二零一八年：人民

81,494,000元）。

– F-363 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

58. 關連方交易

(a) 除該等綜合財務報表其他章節所披

露者外，本集團於本年度與關連方

間的重大交易如下：

附註i： 該等實體對本公司的若干非全資附屬公司擁有重大影響力。

58. Related Party Transactions

(a) Other than as disclosed elsewhere in these consolidated

financial statements, the Group had material transactions

during the year with related parties as follows:

2019 2018

二零一九年 二零一八年Related party Nature of transaction RMB’000 RMB’000

關連方 交易性質 人民幣千元 人民幣千元

Joint ventures Interest income – 7,025

合營企業 利息收入

Joint ventures Interest expense 52,471 64,800

合營企業 利息支出

Joint ventures Property management

services income 9,554 13,838

合營企業 物業管理服務收入

Joint ventures Services income 9,368 33,525

合營企業 服務收入

Joint ventures Construction services 174,732 173,989

合營企業 施工服務

Non-controlling shareholders of

subsidiaries (note i)

Interest income

23,003 23,539

附屬公司非控股股東（附註i） 利息收入

Non-controlling shareholders of

subsidiaries (note i) Interest expense 118,576 150,139

附屬公司非控股股東（附註i） 利息支出

Directors

Property management services

income 26 26

董事 物業管理服務收入

Associate Services income 2,587 –

聯營公司 服務收入

Associate Rental income 2,091 –

聯營公司 租金收入

Associate Other expenses 42,265 –

聯營公司 其他支出

Note i: These entities have significant influence over several non-wholly

owned subsidiary of the Company.

– F-364 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

58. Related Party Transactions

(b) The remuneration of key management personnel during

the year is as follows:

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Short-term benefits 短期福利 60,988 33,901

Share-based payments 以股份為基礎的付款 7,869 11,487

Retirement benefit scheme contributions 退休福利計劃供款 428 63

69,285 45,451

The remuneration of directors and key executives is

determined by the remuneration committee having

regard to the performance of individuals and market

trends.

58. 關連方交易

(b) 於本年度主要管理人員薪酬如下：

董事及主要行政人員薪酬乃由薪酬委員

會考慮個人表現及市場趨勢而釐定。

– F-365 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company

(a) General information of principal subsidiaries

Details of the Group’s principal subsidiaries at the end of

the reporting period are as follows:

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

Add Hero Holdings Limited

(“Add Hero”) (note a)

British Virgin Islands

(“BVI”)

100% 100% USD10,000 Investment holding Limited liability

company

Add Hero Holdings Limited

(“Add Hero”) （附註a）

英屬處女群島 10,000美元 投資控股 有限公司

(Aoyuan Corporation (Group) Limited) PRC 100% 100% RMB680,000,000 Investment holding,

loan financing and

property development

Limited liability

company

奧園集團有限公司 中國 人民幣680,000,000元 投資控股、貸款融資及

物業發展

有限公司

(Guangzhou Aoyuan Hai Jing Cheng Real

Estate Development Company Limited)

PRC 100% 100% RMB380,000,000 Property

development

Limited liability

company

廣州奧園海景城房地產開發有限公司 中國 人民幣380,000,000元 物業發展 有限公司

(Guangzhou Aoyuan Assets of Management

Company Limited) Company Limited)

PRC 100% 100% RMB50,000,000 Provision of consultancy

services and hotel

ownership

Limited liability

company

廣州奧園資產經營管理有限公司 中國 人民幣50,000,000元 提供諮詢服務並

擁有酒店

有限公司

59. 本公司主要附屬公司詳情

(a) 主要附屬公司的一般資料

於報告期末，本集團主要附屬公司

詳情如下：

– F-366 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Yulin Aoyuan Real Estate Development

Company Limited)

PRC 100% 100% RMB80,000,000 Property

development

Limited liability

company

玉林奧園房地產開發有限公司 中國 人民幣80,000,000元 物業發展 有限公司

(Yulin Aoyuan Cannes Real Estate

Development Company Limited)

PRC 100% 100% RMB200,000,000 Property

development

Limited liability

company

玉林奧園康城房地產開發有限公司 中國 人民幣200,000,000元 物業發展 有限公司

(Jiangmen Jiangao Real Estate

Development Company Limited)

(“Jiangmen Jiangao”)

PRC 51% 51% RMB50,000,000 Property

development

Limited liability

company

江門江奧地產開發有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Shenyang Aoyuan New City Property

Company Limited)

PRC 100% 100% RMB1,030,000,000 Property

development

Limited liability

company

瀋陽奧園新城置業有限公司 中國 人民幣1,030,000,000元 物業發展 有限公司

(Guangzhou Aoyu Real Estate Exploitation

Company Limited) (“Guangzhou Aoyu”)

PRC 54% 54% HK$1,390,000,000 Property

development

Limited liability

company

廣州奧譽房地產開發有限公司（「廣州奧譽」） 中國 1,390,000,000港元 物業發展 有限公司

(Zhongshan Plaza Development Company

Limited)

PRC 100% 100% USD110,000,000 Property

development

Wholly foreign

owned enterprise

中山廣場開發建設有限公司 中國 110,000,000美元 物業發展 外商獨資企業

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-367 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Woolim Fanta (Kunshan) Development

Company Limited)

PRC 100% 100% USD5,552,000 Property

development

Wholly foreign

owned enterprise

佑林泛太（昆山）置業有限公司 中國 5,552,000美元 物業發展 外商獨資企業

(Foshan City Nanhai Nanao Real Estate

Development Company Limited)

PRC 55% 55% RMB100,000,000 Property

development

Limited liability

company

佛山市南海南奧房地產開發有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Guangzhou Aoyuan Cannes Investments

Company Limited)

PRC 100% 100% RMB670,000,000 Property

development

Limited liability

company

廣州奧園康城投資有限公司 中國 人民幣670,000,000元 物業發展 有限公司

(Aoyuan Group (Guangzhou)

Company Limited)

PRC 100% 100% RMB1,000,000,000 Property

development

Limited liability

company

奧園集團（廣州）有限公司 中國 人民幣1,000,000,000元 物業發展 有限公司

(Guangzhou Wan Pui Investment

Management Company Limited)

PRC 100% 100% RMB238,000,000 Property

development

Limited liability

company

廣州市萬貝投資管理有限公司 中國 人民幣238,000,000元 物業發展 有限公司

(Guangzhou Nansha Aoyuan Health Hotel

Company Limited)

PRC 100% 100% RMB110,000,000 Hotel operation Limited liability

company

廣州南沙奧園養生酒店有限公司 中國 人民幣110,000,000元 酒店經營 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-368 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Yangjiang City RunXin Properties Company

Limited)

PRC 85% 85% RMB100,000,000 Property

development

Limited liability

company

陽江市潤信置業有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Yun Fun Aoyuan Properties

Company Limited)

PRC 100% 100% RMB50,000,000 Property

development

Limited liability

company

雲浮奧園置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Chongqing YueAo Properties Company

Limited)

PRC 100% 100% RMB450,000,000 Property

development

Wholly foreign

owned enterprise

重慶粵奧置業有限公司 中國 人民幣50,000,000元 物業發展 外商獨資企業

(Aoyuan Group Chongqing Property

Company Limited) (“Aoyuan Group

Chongqing”)

PRC 100%

(note 49)

51% RMB200,000,000 Property

development

Limited liability

company

奧園集團重慶置業有限公司（「奧園集團重慶」） 中國 （附註49） 人民幣200,000,000元 物業發展 有限公司

(Guangzhou Kangwei Group Ltd) PRC 100%

(note 49)

51% RMB150,000,000 Property

development

Limited liability

company

廣州康威集團有限公司 中國 （附註49） 人民幣150,000,000元 物業發展 有限公司

(Foshan City Nanhai Aoyu Real Estate

Development Company Limited)

PRC 100% 100% RMB50,000,000 Property

development

Limited liability

company

佛山市南海奧譽房地產開發有限公司 中國 人民幣50,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-369 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Aoyuan Group (Meizhou) Company

Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

奧園集團（梅州）有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Guangzhou LuoAo Real Estate

Development Company Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

廣州夢奧房地產開發有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Foshan Aoguan Property

Company Limited)

PRC 100% 100% RMB10,000,000 Property

development

Limited liability

company

佛山奥冠置業有限公司 中國 人民幣10,000,000元 物業發展 有限公司

(Foshan Aoyuan Group Company Limited) PRC 100% 100% RMB50,000,000 Property

development

Limited liability

company

奧園集團（佛山）置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Yingde Aoyuan Group Company Limited) PRC 51% 51% RMB100,000,000 Property

development

Limited liability

company

奧園集團（英德）有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Guangdong Shangshui Wine Company

Limited)

PRC 100% 100% RMB20,408,000 Property

development

Limited liability

company

廣東尚水酒業有限公司 中國 人民幣20,408,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-370 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Shaoguan Aoyuan Group Company Limited) PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

奧園集團（韶關）有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Chongqing Aoyu Property Company Limited) PRC 100% 87.5% RMB1,600,000,000 Property

development

Wholly foreign

owned enterprise

重慶奧譽置業有限公司 中國 (note 49) 人民幣1,600,000,000元 物業發展 外商獨資企業

(Jiaoling Aoyuan Square Company Limited) PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

蕉嶺奧園廣場有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Chongqing Jinao Property Company Limited)

(“Chongqing Jinao”)

PRC 100% 60% RMB2,500,000,000 Property

development

Limited liability

company

重慶錦奧置業有限公司（「重慶錦奧」） 中國 (note 49) 人民幣2,500,000,000元 物業發展 有限公司

(Wuhua Aoyuan Square Company Limited) PRC 100% 100% RMB200,000,000 Property

development

Limited liability

company

五華奧園廣場有限公司 中國 人民幣200,000,000元 物業發展 有限公司

(Guangdong Jiaoling Construction

Engineering Group Company Limited)

PRC 100% 100% RMB101,000,000 Construction Limited liability

company

廣東蕉嶺建築工程集團有限公司 中國 人民幣101,000,000元 建築 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-371 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Guangxi Hanlin Property Development

Company Limited)

PRC 100% 100% RMB200,000,000 Property

development

Limited liability

company

廣西瀚林房地產開發有限公司 中國 人民幣200,000,000元 物業發展 有限公司

(Anhui Qinlian Property Development

Company Limited)

PRC 100% 100% RMB150,000,000 Property

development

Limited liability

company

安徽勤聯房地產開發有限公司 中國 人民幣150,000,000元 物業發展 有限公司

(Guangdong Aoyuan Hanlin Investment

Company Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

廣東奧園瀚林投資有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Anhui Hande Property Development

Company Limited)

PRC 100% 100% RMB30,000,000 Property

development

Limited liability

company

安徽瀚德房地產開發有限公司 中國 人民幣30,000,000元 物業發展 有限公司

(Yangzhou Huiyin Property Co., Ltd.) PRC 100% 100% RMB50,000,000 Property

development

Limited liability

company

揚州匯銀置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Anhui Hanhua Property Development

Company Limited)

PRC 100% 100% RMB30,000,000 Property

development

Limited liability

company

安徽瀚華房地產開發有限公司 中國 人民幣30,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-372 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Zhuhai Meixi Property Company Limited) PRC 93% 93% RMB10,000,000 Property

development

Limited liability

company

珠海市梅溪置業有限公司 中國 人民幣10,000,000元 物業發展 有限公司

(Liuyang Aoyuan Plaza Property Development

Company Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

瀏陽奧園廣場房地產開發有限公司 人民幣100,000,000元 物業發展 有限公司

130 Elizabeth Street Pty Ltd Australia 70% 70% AUD 10,000 Property

development

N/A

130 Elizabeth Street Pty Ltd 澳洲 10,000澳元 物業發展 不適用

(Yulin Aoyuan Property Company Limited) PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

玉林奧園置業有限公司 中國 人民幣100,000,000元 物業發展 有限公司

Chengdu Yihua PRC 100% 100% RMB1,500,000,000 Property

development

Limited liability

company

成都宜華 中國 人民幣1,500,000,000元 物業發展 有限公司

(Shenzhen Taifuhua Lanwan Property

Company Limited) (note b)

PRC 56%

(note 49)

36%

(note b)

RMB200,000,000 Property

development

Limited liability

company

深圳市泰富華瀾灣置業有限公司（附註b） 中國 （附註49） （附註b） 人民幣200,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-373 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Guangzhou Xiongtai Property Development

Co., Ltd.)

PRC 100% 100% RMB173,333,333 Property

development

Limited liability

company

廣州市雄泰房地產開發有限公司 中國 人民幣173,333,333元 物業發展 有限公司

(Huizhou Taihua Property Development

Co., Ltd.)

PRC 100% 100% RMB80,000,000 Property

development

Limited liability

company

惠州市泰華房地產開發有限公司 中國 人民幣80,000,000元 物業發展 有限公司

(Huizhou Tairui Property Development

Co., Ltd.)

PRC 100% 100% RMB35,680,000 Property

development

Limited liability

company

惠州市泰瑞房地產開發有限公司 中國 人民幣35,680,000元 物業發展 有限公司

(Huizhou Taihong Property Development

Co., Ltd.)

PRC 100% 100% RMB35,680,000 Property

development

Limited liability

company

惠州市泰宏房地產開发有限公司 中國 人民幣35,680,000元 物業發展 有限公司

(Zhongshan Hualigao Property

Investments Co., Ltd.)

PRC 100% 100% RMB25,000,000 Property

development

Limited liability

company

中山市華麗高房地產投資有限公司 中國 人民幣25,000,000元 物業發展 有限公司

5799 Yonge Street Limited Partnership Canada 100% 100% CAD1,000 Property

development

N/A

5799 Yonge Street Limited Partnership 加拿大 1,000加元 物業發展 不適用

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-374 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Foshang Nanhai Hengde Shengjia Property

Development Co., Ltd.)

PRC 100% 100% RMB250,000,000 Property

development

Limited liability

company

佛山市南海恒德勝嘉置業有限公司 中國 人民幣250,000,000元 物業發展 有限公司

(Shenzhen Qiuming Investment

Development Co., Ltd.)

PRC 100% 100% RMB125,000,000 Property

development

Limited liability

company

深圳市秋銘投資發展有限公司 中國 人民幣125,000,000元 物業發展 有限公司

(Ningbo Haituo Property Development

Co., Ltd.)

PRC 100% 100% RMB160,000,000 Property

development

Limited liability

company

寧波海拓置業有限公司 中國 人民幣160,000,000元 物業發展 有限公司

(Ningbo Tianpai Property Development

Co., Ltd.)

PRC 100% 100% RMB150,000,000 Property

development

Limited liability

company

寧波天派置業有限公司 中國 人民幣150,000,000元 物業發展 有限公司

(Ningbo Disai Qianfeng Property

Development Co., Ltd.)

PRC 100% 100% RMB210,000,000 Property

development

Limited liability

company

寧波迪賽前豐置業有限公司 中國 人民幣210,000,000元 物業發展 有限公司

(Zhongshan Sanxiang Hongtai Real Estate

Development Co., Ltd.)

PRC 100% 100% RMB10,000,000 Property

development

Limited liability

company

中山市三鄉鎮宏泰房地產開發有限公司 中國 人民幣10,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-375 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Zhongshan Jinzhuan Yonggu Property

Development Co., Ltd.)

PRC 77% 77% RMB152,277,483 Property

development

Limited liability

company

中山市金磚永固置業發展有限公司 中國 人民幣152,277,483元 物業發展 有限公司

Huizhou Fanglimei PRC 100% 100% RMB17,680,000 Property

development

Limited liability

company

惠州房利美 中國 人民幣17,680,000元 物業發展 有限公司

(Beijing Xishui Garden Property

Management Co., Ltd.)

PRC 100% 100% RMB500,000 Property

development

Limited liability

company

北京市溪水花園物業管理有限公司 中國 人民幣500,000元 物業發展 有限公司

(Huizhou Yuangu Industrial Co., Ltd.) PRC 100% 100% RMB10,000,000 Property

development

Limited liability

company

惠州市元谷實業有限公司 中國 人民幣10,000,000元 物業發展 有限公司

(Xiangtan Xingzhou Property Development

Co., Ltd.)

PRC 100% 100% RMB68,000,000 Property

development

Limited liability

company

湘潭星舟置業有限責任公司 中國 人民幣68,000,000元 物業發展 有限公司

(Fujian Huali Weiye Property Development

Co., Ltd.)

PRC 55% 55% RMB200,000,000 Property

development

Limited liability

company

福建省華力偉業置地有限公司 中國 人民幣200,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-376 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Zhuhai Haichen Investment Co., Ltd.) PRC 80% 80% RMB280,000,000 Property

development

Limited liability

company

珠海市海辰投資有限公司 中國 人民幣280,000,000元 物業發展 有限公司

(Huizhou Ganghong Real Estate

Development Co., Ltd.)

PRC 51% 51% RMB20,408,200 Property

development

Limited liability

company

惠州市崗宏房地產開發有限公司 中國 人民幣20,408,200元 物業發展 有限公司

(Ningbo Yirongda Property Co., Ltd.) PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

寧波逸榮達置業有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Qingdao Xinghaiwan Property Co., Ltd.) PRC 80% 80% RMB50,000,000 Property

development

Limited liability

company

青島星海灣置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Huizhou Huiyang Jindeming Industrial

Co., Ltd.) (Huizhou Huiyang Deming Property

Co., Ltd., previously known as Huizhou

Huiyang Jindeming Industrial company Co.,

Ltd.)

PRC 70% 70% RMB50,000,000 Property

development

Limited liability

company

惠州市惠陽區金德明實業有限公司

（曾用名：惠州市惠陽區金德明實業

有限公司）

中國 人民幣50,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-377 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Zhuhai Laili Science and Technology

Co., Ltd.)

PRC 70% 70% RMB80,000,000 Property

development

Limited liability

company

珠海來利科技有限公司 中國 人民幣80,000,000元 物業發展 有限公司

(Taxxing Aoxin Property Co., Ltd.) PRC 51% 51% RMB204,080,000 Property

development

Limited liability

company

泰興市奧新置業有限公司 中國 人民幣204,080,000元 物業發展 有限公司

(Zhongshan Ruida Real Estate Co., Ltd.) PRC 95% 95% RMB20,000,000 Property

development

Limited liability

company

中山市銳大房地產有限公司 中國 人民幣20,000,000元 物業發展 有限公司

(Huizhou Hefu Real Estate Development

Co., Ltd.)

PRC 80% 80% RMB56,650,000 Property

development

Limited liability

company

惠州市合富地產開發有限公司 中國 人民幣56,650,000元 物業發展 有限公司

(Chengdu Huanmei Industrial Co., Ltd.) PRC 100% 100% RMB354,000,000 Property

development

Limited liability

company

成都環美置業有限公司 中國 人民幣354,000,000元 物業發展 有限公司

(Huizhou Longyuan Real Estate Development

Co., Ltd.)

PRC 100% 100% RMB10,000,000 Property

development

Limited liability

company

惠州龍圓房地產開發有限公司 中國 人民幣10,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-378 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Qingdao Shengji Jinmao Construction and

Development Co., Ltd.)

PRC 64% 64% RMB422,372,944 Property

development

Limited liability

company

青島盛季金茂建設發展有限公司 中國 人民幣422,372,944元 物業發展 有限公司

(Huizhou Hongtaichang Industrial Co., Ltd.) PRC 100% 100% RMB71,120,000 Property

development

Limited liability

company

惠州市鴻泰昌實業有限公司 中國 人民幣71,120,000元 物業發展 有限公司

(Wuzhou Minghu Real Estate Development

Investments Co., Ltd.)

PRC 51% 51% RMB16,330,000 Property

development

Limited liability

company

梧州市名湖房地產開發有限公司 中國 人民幣16,330,000元 物業發展 有限公司

(Chenzhou Jialishen Real Estate

Development Co., Ltd.)

PRC 70% 70% RMB333,340,000 Property

development

Limited liability

company

郴州加利申房地產開發有限公司 中國 人民幣333,340,000元 物業發展 有限公司

(Chongqing Jingyang Real Estate

Development Co., Ltd.)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

重慶勁揚 中國 人民幣100,000,000元 物業發展 有限公司

(Wuzhou Guihongda Real Estate

DevelopmentCo., Ltd.)

PRC 51% 51% RMB102,040,800 Property

development

Limited liability

company

梧州市桂宏達房地產開發有限公司 中國 人民幣102,040,800元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-379 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Chongqing Xinhongyang Industrial Co., Ltd.)

(“Chongqing Xinhongyang”)

PRC 100%

(note 49)

85% RMB100,000,000 Property

development

Limited liability

company

重慶新紅陽 中國 （附註49） 人民幣100,000,000元 物業發展 有限公司

(Zhuhai Xiangtian Real Estate Development

Co., Ltd.)

PRC 90% 90% RMB23,880,000 Property

development

Limited liability

company

珠海市祥田房地產開發有限公司 中國 人民幣23,880,000元 物業發展 有限公司

(Tanshan Junhua Property Investment

Co., Ltd.)

PRC 100% 100% RMB87,000,000 Property

development

Limited liability

company

台山市君華置業投資有限公司 中國 人民幣87,000,000元 物業發展 有限公司

(Dongguan Sujin Property Development

Co., Ltd.)

PRC 65% 65% RMB51,428,571 Property

development

Limited liability

company

東莞市塑金置業有限公司 中國 人民幣51,428,571元 物業發展 有限公司

(Meizhou Huangjia Mingdian Development

Co., Ltd.)

PRC 51% 51% RMB20,408,163 Property

development

Limited liability

company

梅州皇家名典房地產開發有限公司 中國 人民幣20,408,163元 物業發展 有限公司

(Dongguan Hehe Chenghui Real Estate

Development Co., Ltd.)

PRC 49% 95% RMB20,000,000 Property

development

Limited liability

company

東莞市合和城輝房地產投資有限公司 中國 人民幣20,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-380 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Yangzhou Aoyuan Property Co., Ltd.) PRC 100%

(note 49)

51% RMB196,078,400 Property

development

Limited liability

company

揚州奧園置業有限公司 中國 （附註49） 人民幣196,078,400元 物業發展 有限公司

(Jingzhou Aoyuan Property Co., Ltd.) PRC 100% 100% RMB300,000,000 Property

development

Limited liability

company

荊州奧園置業有限公司 中國 人民幣300,000,000元 物業發展 有限公司

(Qingdao Shengshi Jiade Business

Development Co., Ltd.)

PRC 64% 64% RMB331,108,721 Property

development

Limited liability

company

青島盛世嘉德商業發展有限公司 中國 人民幣331,108,721元 物業發展 有限公司

(Hunan Chenqi Zhigu Technology

Development Co., Ltd.)

PRC 90% 90% RMB53,333,300 Property

development

Limited liability

company

湖南省晨啟智穀科技發展有限公司 中國 人民幣53,333,300元 物業發展 有限公司

(Qingyuan Hechuang Taifu Real Estate

Development Co., Ltd.)

PRC 100%

(note 49)

80% RMB180,000,000 Property

development

Limited liability

company

清遠市合創泰富房地產開發有限公司 中國 （附註49） 人民幣180,000,000元 物業發展 有限公司

(Guanghan Dingxing Real Estate Co., Ltd.) PRC 100% 100% RMB210,000,000 Property

development

Limited liability

company

廣漢鼎興置業有限公司 中國 人民幣210,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-381 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Huizhou Qingda Real Estate Development

Co., Ltd.)

PRC 60% 60% RMB75,000,000 Property

development

Limited liability

company

惠州慶達房地產有限公司 中國 人民幣75,000,000元 物業發展 有限公司

(Fujian Zhilifang Real Estate Development

Co., Ltd.) (note 49)

PRC 100%

(note 49)

80% RMB120,000,000 Property

development

Limited liability

company

福建置立方地產發展有限公司（附註49） 中國 （附註49） 人民幣120,000,000元 物業發展 有限公司

(Kunming Ya Li Tai Trading Co., Ltd) PRC 51% 51% RMB1,500,000,000 Property

development

Limited liability

company

昆明亞利泰商貿有限責任公司 中國 人民幣1,500,000,000元 物業發展 有限公司

(Zhuhai Bonded Area Qi Heng Logistics

Co., Ltd.)

PRC 60% 60% RMB200,000,000 Property

development

Limited liability

company

珠海保稅區啟恒物流有限公司 中國 人民幣200,000,000元 物業發展 有限公司

(Shaanxi Hengtai Real Estate

Development, Ltd.)

PRC 50% 50% RMB140,000,000 Property

development

Limited liability

company

陝西恒泰房地產發展有限責任公司 中國 人民幣140,000,000元 物業發展 有限公司

(Chongqing Aojiao Real Estate Co., Ltd.) PRC 100% 100% RMB70,000,000 Property

development

Limited liability

company

重慶奧驕房地產開發有限公司 中國 人民幣70,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-382 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Dangshan Colorful World Real Estate

Development Co., Ltd)

PRC 100% 100% RMB230,000,000 Property

development

Limited liability

company

碭山縣七彩世界房地產開發有限公司 中國 人民幣230,000,000元 物業發展 有限公司

(Chongqing Boang Real Estate Co., Ltd.) PRC 100% 100% RMB20,000,000 Property

development

Limited liability

company

重慶博昂置業有限公司 中國 人民幣20,000,000元 物業發展 有限公司

(Foshan Nanhai Jiamei

Real Estate Co., Ltd.)

PRC 100% 100% RMB260,000,000 Property

development

Limited liability

company

佛山市南海嘉美置業有限公司 中國 人民幣260,000,000元 物業發展 有限公司

(Guiping Zhonglian Investment

Development Co., Ltd.)

PRC 60% 60% RMB50,000,000 Property

development

Limited liability

company

桂平市中聯投資發展有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Chongqing Bijin Real Estate Development

Co., Ltd)

PRC 100% 100% RMB116,666,700 Property

development

Limited liability

company

重慶市碧津房地產開發有限公司 中國 人民幣116,666,700元 物業發展 有限公司

(Zhengzhou Qidi Real Estate Co., Ltd.) PRC 56%

(note 50(b)(ii))

85% RMB250,000,000 Property

development

Limited liability

company

鄭州啟迪置業有限公司 中國 （附註50(b)(ii)） 人民幣250,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-383 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Sichuang Zhongsheng Jiuding Real Estate

Co., Ltd.)

PRC 100% 100% RMB8,000,000 Property

development

Limited liability

company

四川中盛九鼎置業有限公司 中國 人民幣8,000,000元 物業發展 有限公司

(Enping Jinsheng Real Estate Development

Co., Ltd.)

PRC 70% 70% RMB64,697,158 Property

development

Limited liability

company

恩平進升房地產開發有限公司 中國 人民幣64,697,158元 物業發展 有限公司

(Enping Huajing Real Estate Development

Co., Ltd.)

PRC 70% 70% RMB63,997,132 Property

development

Limited liability

company

恩平華璟房地產開發有限公司 中國 人民幣63,997,132元 物業發展 有限公司

(Hefei Qianhai Hanhua Real Estate Co., Ltd.)

(note 48(a))

PRC 90% 90% RMB20,000,000 Property

development

Limited liability

company

合肥前海漢華置業有限公司 中國 人民幣20,000,000元 物業發展 有限公司

(Chengdu Xinxinan Real Estate

Development Co., Ltd.)

PRC 100% 100% RMB14,546,536 Property

development

Limited liability

company

成都新西南房地產有限公司 中國 人民幣14,546,536元 物業發展 有限公司

(Alading Zhihui Town (Zhangjiakou) Real

Estate Development Co., Ltd)

PRC 80% 80% RMB100,000,000 Property

development

Limited liability

company

阿拉丁智匯城房地產開發（張家口）有限公司 中國 人民幣100,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-384 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Hengyang Shi’an Real Estate

Development Co., Ltd.)

PRC 66%

(note 50(b)(ii))

100% RMB8,000,000 Property

development

Limited liability

company

衡陽市世安房地產開發有限公司 中國 （附註50(b)(ii)） 人民幣8,000,000元 物業發展 有限公司

(Huizhou Tianxiang Real Estate

Development Co., Ltd.)

PRC 70% 70% RMB500,000 Property

development

Limited liability

company

惠州市天翔房地產開發有限公司 中國 人民幣500,000元 物業發展 有限公司

(Chongqing Tiantou Industrial Co., Ltd.) PRC 100% 100% RMB181,529,000 Property

development

Limited liability

company

重庆天投實業有限公司 中國 人民幣181,529,000元 物業發展 有限公司

(Zhuahai Taorui Investment

development Co., Ltd.)

PRC 73% 73% RMB242,537,300 Investment holding Limited liability

company

珠海韜睿投資發展有限公司 中國 人民幣242,537,300元 投資控股 有限公司

(Zhuhai Minshang Internet Finance Building

Development Co., Ltd.)

PRC 60% 60% RMB100,000,000 Property

development

Limited liability

company

珠海民商互聯網金融大廈開發有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Zhanjiang Dongsheng Environmental

Protection Biodiesel Technology Co., Ltd)

PRC 60% 60% RMB25,000,000 Property

development

Limited liability

company

湛江市東昇環保生物柴油科技有限公司 中國 人民幣25,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-385 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Baoding Ruiheng Real Estate

Development Co., Ltd.)

PRC 51% 51% RMB26,529,286 Property

development

Limited liability

company

保定市銳恒房地產開發有限公司 中國 人民幣26,529,286元 物業發展 有限公司

(Shaanxi Wanyi Real Estate Co., Ltd.) PRC 100% 100% RMB30,000,000 Property

development

Limited liability

company

陝西萬怡置業有限公司 中國 人民幣30,000,000元 物業發展 有限公司

(Xi’an Yijingyuan Real Estate Development

Co., Ltd.)

PRC 100% 100% RMB10,000,000 Property

development

Limited liability

company

西安市怡景苑房地產開發有限公司 中國 人民幣10,000,000元 物業發展 有限公司

(Chengdu Hongmao Industrial Co., Ltd.) PRC 100% 100% RMB124,898,000 Property

development

Limited liability

company

成都宏懋實業有限公司 中國 人民幣124,898,000元 物業發展 有限公司

(Guangzhou Aoyuan Jintai Real Estate

Co., Ltd.)

PRC 51% 51% RMB20,408,163 Investment holding Limited liability

company

廣州奧園錦泰置業有限公司 中國 人民幣20,408,163元 投資控股 有限公司

(Jiangmen Pengjiang Baishi Yonghao Real

Estate Development Co., Ltd) (note c)

PRC 43%

(note b)

43%

(note b)

RMB100,000,000 Property

development

Limited liability

company

江門市蓬江區白石永灝地產開發有限公司 中國 （附註b） （附註b） 人民幣100,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-386 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Xingtai Hongzheng Real Estate

Development Co., Ltd.)

PRC 60% 60% RMB25,000,000 Property

development

Limited liability

company

邢台宏正房地產開發有限責任公司 中國 人民幣25,000,000元 物業發展 有限公司

(Hubei Yilong Urbanization Construction

Co., Ltd.)

PRC 51% 51% RMB61,224,500 Property

development

Limited liability

company

湖北翼龍城鎮化建設有限公司 中國 人民幣61,224,500元 物業發展 有限公司

(Changde Jinsu Real Estate Co., Ltd.) PRC 35% 35%

(note 48(a))

RMB100,000,000 Property

development

Limited liability

company

常德市金粟置業有限責任公司 中國 （附註48(a)） 人民幣100,000,000元 物業發展 有限公司

(Tianjin Wuyi Sunshine Investment

Development Co., Ltd)

PRC 100% 100% RMB140,000,000 Property

development

Limited liability

company

天津市五一陽光投資發展有限公司 中國 人民幣140,000,000元 物業發展 有限公司

(Anji Yinrui Real Estate Development

Co., Ltd.)

PRC 100% 100% RMB50,000,000 Investment holding Limited liability

company

安吉銀瑞房地產開發有限公司 中國 人民幣50,000,000元 投資控股 有限公司

(Anji Yinkai Real Estate Co., Ltd.) PRC 100% 100% RMB47,500,000 Property

development

Limited liability

company

安吉銀凱置業有限公司 中國 人民幣47,500,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-387 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Anji Yinsheng Estate Co., Ltd.) PRC 100% 100% RMB50,000,000 Property

development

Limited liability

company

安吉銀盛置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Shanghai Olympic Garden Tourism

Development Co., Ltd.)

PRC 100% 100% RMB90,909,000 Cultural tourism Limited liability

company

上海奥園旅遊發展有限公司 中國 人民幣90,909,000元 文化旅遊 有限公司

(Shanghai Jiangnan Pastoral Leisure

Club Co. Ltd.)

PRC 100% 100% RMB18,181,800 Hotel operation Limited liability

company

上海江南田園休閒會所有限公司 中國 人民幣18,181,800元 酒店經營 有限公司

Capital Benefit Limited HK 100% 100% HK$1 Property

development

Limited liability

company

益本有限公司 香港 1港元 物業發展 有限公司

Greatmax International Limited HK 100% 100% HK$1 Property

development

Limited liability

company

益本國際有限公司 香港 1港元 物業發展 有限公司

Prime Gordon Pty Ltd Australia 100% 100% AUD 1,000 Property

development

N/A

Prime Gordon Pty Ltd 澳洲 1,000澳元 物業發展 不適用

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-388 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

Prime Moss Vale Pty Ltd Australia 100% 100% AUD 1,000 Property

Development

N/A

Prime Moss Vale Pty Ltd 澳洲 1,000澳元 物業發展 不適用

Prime Esplanade Development Pty Ltd

(Previously known as Prime ABC Pty Ltd)

Australia 87.5% 87.5% AUD 1,000 Property

Development

N/A

Prime Esplanade Development Pty Ltd

前稱為Prime ABC Pty Ltd

澳洲 1,000澳元 物業發展 不適用

Pime Woolooware 3 Pty Ltd Australia 75%

(note c)

（附註c）

N/A AUD 1,000 Property

development

N/A

Pime Woolooware 3 Pty Ltd 澳洲 不適用 1,000澳元 物業發展 不適用

Prime Woolooware 4 Pty Ltd Australia 75%

(note c)

N/A AUD 1,000 Property N/A

Prime Woolooware 4 Pty Ltd 澳洲 （附註c） 不適用 1,000澳元 物業 不適用

(Guangzhou Xinhong Real Estate

Co., Ltd.)

PRC 100%

(note c)

N/A RMB20,000,000 Property

development

Limited liability

company

廣州新弘房地產有限公司 中國 （附註c） 不適用 人民幣20,000,000元 物業發展 有限公司

(Xi’an Aoyuan Jintai Property Co., Ltd.) PRC 51%

(note c)

N/A RMB102,040,800 Property

development

Limited liability

company

西安奧園錦泰置業有限公司 中國 （附註c） 不適用 人民幣102,040,800元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-389 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Kunshan Aosheng Property Co., Ltd.) PRC 100%

(note c)

N/A RMB50,000,000 Property

development

Limited liability

company

昆山奧盛置業有限公司 中國 （附註c） 不適用 人民幣50,000,000元 物業發展 有限公司

(Suzhou Longfu Real Estate Development

Co., Ltd.)

PRC 51%

(note 48(a))

N/A RMB122,448,980 Property

development

Limited liability

company

蘇州市隆福房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣122,448,980元 物業發展 有限公司

Chengdu Aoyuan Yixin Property Co., Ltd.) PRC 100%

(note c)

N/A RMB300,000,000 Property

development

Limited liability

company

成都奧園怡心置業有限公司 中國 （附註c） 不適用 人民幣300,000,000元 物業發展 有限公司

(Mingye Development (Fujian) Co., Ltd.) PRC 55%

(note 48(a))

N/A RMB100,000,000 Property

development

Limited liability

company

名業發展（福建）有限公司 中國 （附註48(a)） 不適用 人民幣100,000,000元 物業發展 有限公司

(Hebei lvke Real Estate Development

Co., Ltd.)

PRC 98%

(note 48(a), 49)

N/A RMB227,275,000 Property

development

Limited liability

company

河北綠科房地產開發有限公司 中國 （附註48(a), 49） 不適用 人民幣227,275,000元 物業發展 有限公司

(Wuhan Gongjian Jinao Real Estate

Development Co., Ltd.)

PRC 47%

(note b, c)

N/A RMB116,670,000 Property

development

Limited liability

company

武漢工建金奧房地產開發有限公司 中國 （附註b, c） 不適用 人民幣116,670,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-390 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Xi’an Aohong Property Co., Ltd.) PRC 41%

(note b, c)

N/A RMB10,000,000 Property

development

Limited liability

company

西安奧宏置業有限公司 中國 （附註b, c） 不適用 人民幣10,000,000元 物業發展 有限公司

(Chongqing Yizun Investment Co., Ltd.) PRC 45%

(note 48(a))

N/A RMB50,000,000 Property

development

Limited liability

company

重慶億尊投資有限公司 中國 （附註48(a)） 不適用 人民幣50,000,000元 物業發展 有限公司

(Chengdu Aoyu Property Co., Ltd.) PRC 100%

(note c)

N/A RMB10,000,000 Property

development

Limited liability

company

成都市奧譽置業有限公司 中國 （附註c） 不適用 人民幣10,000,000元 物業發展 有限公司

(Luzhou Hefu Property Co., Ltd.) PRC 51%

(note 48(a))

N/A RMB102,040,816 Property

development

Limited liability

company

瀘州合府置業有限公司 中國 （附註48(a)） 不適用 人民幣102,040,816元 物業發展 有限公司

(Nanchong Hefu Property Co., Ltd.) PRC 51%

(note 48(a))

N/A RMB61,224,490 Property

development

Limited liability

company

南充合府置業有限公司 中國 （附註48(a)） 不適用 人民幣61,224,490元 物業發展 有限公司

(Zhejiang Chaohua Real Estate

Development Co., Ltd.)

PRC 51%

(note 48(a))

N/A RMB50,000,000 Property

development

Limited liability

company

浙江朝華房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣50,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-391 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Chongqing Tianlian Property Co., Ltd.) PRC 45%

(note 48(a))

N/A RMB10,000,000 Property

development

Limited liability

company

重慶天聯置業有限責任公司 中國 （附註48(a)） 不適用 人民幣10,000,000元 物業發展 有限公司

(Huzhou Aoguan Property Co., Ltd.) PRC 100%

(note c)

N/A RMB50,000,000 Property

development

Limited liability

company

湖州奧冠置業有限公司 中國 （附註c） 不適用 人民幣50,000,000元 物業發展 有限公司

(Shangrao Yuesheng Real Estate

Development Co., Ltd.)

PRC 51%

(note 48(a))

N/A RMB20,000,000 Property

development

Limited liability

company

上饒市悅盛房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣20,000,000元 物業發展 有限公司

(Xingning Minjun Real Estate

Development Co., Ltd.)

PRC 27%

(note 48(a), b)

N/A RMB16,129,032 Property

development

Limited liability

company

興甯敏駿房地產開發有限公司 中國 （附註48(a), b） 不適用 人民幣16,129,032元 物業發展 有限公司

(Jiashan Yuhong Real Estate Development

Co., Ltd.)

PRC 76%

(note 48(a))

N/A RMB1,000,000 Property

development

Limited liability

company

嘉善譽鴻房地產開發有限責任公司 中國 （附註48(a)） 不適用 人民幣1,000,000元 物業發展 有限公司

(Changxing Aoyuan Property Co., Ltd.) PRC 100%

(note c)

N/A RMB10,000,000 Property

development

Limited liability

company

長興奧園置業有限公司 中國 （附註c） 不適用 人民幣10,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-392 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Ruichang Aoyuan Property Co., Ltd.) PRC 100%

(note c)

N/A RMB196,000,000 Property

development

Limited liability

company

瑞昌奧園置業有限公司 中國 （附註c） 不適用 人民幣196,000,000元 物業發展 有限公司

(Bengbu Aoyuan Property Co., Ltd.) PRC 80%

(note c)

N/A RMB50,000,000 Property

development

Limited liability

company

蚌埠奧園置業有限公司 中國 （附註c） 不適用 人民幣50,000,000元 物業發展 有限公司

(Zhongshan Panyun Real Estate

Development Co., Ltd.)

PRC 51%

(note 48(a))

N/A RMB122,449,000 Property

development

Limited liability

company

中山市攀雲房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣122,449,000元 物業發展 有限公司

(Xingtai Hongyao Real Estate

Development Co., Ltd.)

PRC 51%

(note 48(a))

N/A RMB61,230,000 Property

development

Limited liability

company

邢台市宏耀房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣61,230,000元 物業發展 有限公司

(Henan Maorui Property Co., Ltd.) PRC 51%

(note c)

N/A RMB10,000,000 Property

development

Limited liability

company

河南茂睿置業有限公司 中國 （附註c） 不適用 人民幣10,000,000元 物業發展 有限公司

(Pingtan Aoxin Property Co., Ltd.) PRC 37%

(note b, c)

N/A RMB100,000,000 Property

development

Limited liability

company

平潭奧新置業有限公司 中國 （附註b, c） 不適用 人民幣100,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-393 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Hefei Qicai Real Estate Co., Ltd.) PRC 100%

(note 48(a))

N/A RMB100,000,000 Property

development

Limited liability

company

合肥七彩世界置業有限公司 中國 （附註48(a)） 不適用 人民幣100,000,000元 物業發展 有限公司

(Ma’anshan Yijing Property Co., Ltd.) PRC 40%

(note 48(a))

N/A RMB100,000,000 Property

development

Limited liability

company

馬鞍山億景置業有限公司 中國 （附註48(a)） 不適用 人民幣100,000,000元 物業發展 有限公司

(Zhuhai Aoyuan Huisheng Property

Co., Ltd.)

PRC 100%

(note c)

N/A RMB100,000,000 Property

development

Limited liability

company

珠海奧園匯盛置業有限公司 中國 （附註c） 不適用 人民幣100,000,000元 物業發展 有限公司

(Xingtai Hongyu Real Estate

Development Co., Ltd.)

PRC 60%

(note 48(a))

N/A RMB125,000,000 Property

development

Limited liability

company

邢台市宏煜房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣125,000,000元 物業發展 有限公司

(Huzhou Ruirong Real Estate

Development Co., Ltd.)

PRC 60%

(note 48(a))

N/A RMB80,000,000 Property

development

Limited liability

company

湖州瑞融房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣80,000,000元 物業發展 有限公司

(Hunan Jingge Hongyun Property

Co., Ltd.)

PRC 100%

(note c)

N/A RMB37,500,000 Property

development

Limited liability

company

湖南經閣鴻運置業有限公司 中國 （附註c） 不適用 人民幣37,500,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-394 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Chongqing Aohang Real Estate

Development Co., Ltd.)

PRC 51%

(note c)

N/A RMB280,000,000 Property

development

Limited liability

company

重慶奧航房地產開發有限公司 中國 （附註c） 不適用 人民幣280,000,000元 物業發展 有限公司

(Guangxi Hanxin Real Estate

Development Co., Ltd)

PRC 60%

(note 48(a))

N/A RMB30,000,000 Property

development

Limited liability

company

廣西瀚鑫房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣30,000,000元 物業發展 有限公司

(Xuzhou Hongtaoju Real Estate

Development Co., Ltd.)

PRC 51%

(note 48(a))

N/A RMB108,625,000 Property development Limited liability

company

徐州鴻濤居房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣108,625,000元 物業發展 有限公司

(Meizhou Aochuang Property Co., Ltd.) PRC 26%

(note b, c)

N/A RMB100,000,000 Property Limited liability

company

梅州市奧創置業有限公司 中國 （附註b, c） 不適用 人民幣100,000,000元 物業發展 有限公司

(Xuancheng Shimaozhuoying Real Estate

Development Co., Ltd.)

PRC 51%

(note 48(a))

N/A RMB20,000,000 Property

development

Limited liability

company

宣城世茂卓盈房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣20,000,000元 物業發展 有限公司

(Linli Aoyuan Property Co., Ltd.) PRC 100%

(note c)

N/A RMB20,000,000 Property

development

Limited liability

company

臨澧奧園置業有限公司 中國 （附註c） 不適用 人民幣20,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-395 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Chaohu Jinshi Property Co., Ltd.) PRC 40%

(note 48(a))

N/A RMB111,111,200 Property

development

Limited liability

company

巢湖金實置業有限公司 中國 （附註48(a)） 不適用 人民幣111,111,200元 物業發展 有限公司

(Shilin Real Estate Development Co., Ltd.) PRC 51%

(note 48(a))

N/A RMB102,040,800 Property

development

Limited liability

company

世林地產開發有限公司 中國 （附註48(a)） 不適用 人民幣102,040,800元 物業發展 有限公司

(Guigang Gurong Real Estate

Development Co., Ltd.)

PRC 60%

(note 48(a))

N/A RMB166,666,700 Property

development

Limited liability

company

貴港市顧榮房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣166,666,700元 物業發展 有限公司

(Zhangzhou Shilin Real Estate

Development Co., Ltd.)

PRC 51%

(note 48(a))

N/A RMB30,000,000 Property

development

Limited liability

company

漳州世林房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣30,000,000元 物業發展 有限公司

(Xingning Aoyuan Property Co., Ltd. PRC 100%

(note c)

N/A RMB100,000,000 Property

development

Limited liability

company

興寧奧園置業有限公司 中國 （附註c） 不適用 人民幣100,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-396 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Quanzhou Aojia Property Co., Ltd.) PRC 41%

(note 50(b)

(viii), c)

N/A RMB10,000,000 Property

development

Limited liability

company

泉州奧嘉置業有限公司 中國 （附註50(b)

(viii), c）

不適用 人民幣10,000,000元 物業發展 有限公司

(Xi‘an Lishen Property Co., Ltd.) PRC 83%

(note 48(a))

N/A RMB50,000,000 Investment holding Limited liability

company

西安利申置業有限公司 中國 （附註48(a)） 不適用 人民幣50,000,000元 投資控股 有限公司

(Huzhou Ruihui Real Estate

Development Co., Ltd.)

PRC 60%

(note 48(a))

N/A RMB250,000,000 Property

development

Limited liability

company

湖州瑞輝房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣250,000,000元 物業發展 有限公司

(Hefei Jinshui Property Co., Ltd.) PRC 51%

(note 48(a))

51% RMB60,000,000 Property

development

Limited liability

company

合肥金水置業有限公司 中國 （附註48(a)） 人民幣60,000,000元 物業發展 有限公司

(Liling Aojiang Property Co., Ltd.) PRC 51% 51% RMB10,000,000 Property

development

Limited liability

company

醴陵奧江置業有限公司 中國 人民幣10,000,000元 物業發展 有限公司

(Fuan Shilin Real Estate

Development Co., Ltd.)

PRC 51%

(note 48(a))

N/A RMB20,408,200 Property

development

Limited liability

company

福安世林地產開發有限公司 中國 （附註48(a)） 不適用 人民幣20,408,200元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-397 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Zhangzhou Aoyuan Property Co., Ltd.) PRC 100%

(note c)

N/A RMB20,000,000 Property

development

Limited liability

company

漳州奧園置業有限公司 中國 （附註c） 不適用 人民幣20,000,000元 物業發展 有限公司

(Guangxi Aohan Real Estate

Development Co., Ltd.)

PRC 60%

(note c)

N/A RMB30,000,000 Property

development

Limited liability

company

廣西奧瀚房地產開發有限公司 中國 （附註c） 不適用 人民幣30,000,000元 物業發展 有限公司

(Xinzheng Wangwo Property Co., Ltd.) PRC 100%

(note 48(a))

N/A RMB10,526,300 Property

development

Limited liability

company

新鄭市忘我置業有限公司 中國 （附註48(a)） 不適用 人民幣10,526,300元 物業發展 有限公司

(Xuwen Shuyuan Real Estate

Investment Co., Ltd.)

PRC 60%

(note 48(a))

N/A RMB25,000,000 Property

development

Limited liability

company

徐聞縣樹源房地產投資有限公司 中國 （附註48(a)） 不適用 人民幣25,000,000元 物業發展 有限公司

(Tengxian Zhonggu Property

Investment Co., Ltd.)

PRC 60%

(note 48(a))

N/A RMB25,000,000 Property

development

Limited liability

company

藤縣中顧置業投資有限公司 中國 （附註48(a)） 不適用 人民幣25,000,000元 物業發展 有限公司

(Wuhua Xinyonghong Scaffolding

material Co., Ltd.)

PRC 100%

(note 48(a))

N/A RMB1,000,000 Property

development

Limited liability

company

五華縣新永宏腳手架材料有限公司 中國 （附註48(a)） 不適用 人民幣1,000,000元 物業發展 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-398 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective equity

interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點 所持應佔實際股權 已發行及繳足

股本╱註冊股本

主要業務 法律形式

2019 2018

二零一九年 二零一八年

(Guangzhou Hesheng Industrial

Development Co., Ltd.)

PRC 33%

(note 48(a), b)

N/A RMB100,000,000 Property

development

Limited liability

company

廣州市合勝實業發展有限公司 中國 （附註48(a), b） 不適用 人民幣100,000,000元 物業發展 有限公司

(Guangzhou Donglang Plastics Co., Ltd.) PRC 100%

(note 48(a))

N/A RMB1,000,000 Property

development

Limited liability

company

廣州東塱塑膠製品有限公司 中國 （附註48(a)） 不適用 人民幣1,000,000元 物業發展 有限公司

(Zhangjiakou Aoxi Real Estate

Development Co., Ltd.)

PRC 100%

(note 48(a))

N/A RMB10,000,000 Property

development

Limited liability

company

張家口奧熙房地產開發有限公司 中國 （附註48(a)） 不適用 人民幣10,000,000元 物業發展 有限公司

(Hangzhou Haochuang Trading Co., Ltd.) PRC 51%

(note 48(a))

N/A RMB20,408,000 Investment

Holding

Limited liability

company

杭州昊創商貿有限公司 中國 （附註48(a)） 不適用 人民幣20,408,000元 投資控股 有限公司

(Chongqing Kejue Enterprise

Management Co., Ltd.)

PRC 45%

(note 48(a))

N/A RMB400,000,000 Investment

Holding

Limited liability

company

重慶柯爵企業管理有限公司 中國 （附註48(a)） 不適用 人民幣400,000,000元 投資控股 有限公司

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

– F-399 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

Notes:

(a) Add Hero is directly held by the Company and the remaining

subsidiaries comprising the Group are indirectly held by the

Company.

(b) These companies are held by the Group through more than one

tier of shareholding structure which leads to effective equity

interest attributable to the Group in these companies to be less

than 50% while penetrating to the bottom shareholding.

(c) These companies are newly set up subsidiaries during the year

ended 31 December 2019.

(d) BVI and Hong Kong incorporated companies are operating in Hong

Kong, Australia and Canada incorporated companies are operating

in Australia and Canada, respectively, and other subsidiaries are

operating in the PRC.

(e) None of the subsidiaries had issued any debt securities at the

end of the year except for Aoyuan Group which has issued

RMB5,540,000,000 (2018: RMB5,540,000,000) of corporate

bonds, in which the Group has RMB5,540,000,000 (2018:

RMB5,540,000,000) interest.

(f) The above table lists the principal subsidiaries of the Company

which, in the opinion of the directors of the Company, principally

affect the results or assets of the Group. To give full details of

subsidiaries would, in the opinion of the directors of the Company,

result in particulars of excessive length.

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

附註：

(a) Add Hero由本公司直接持有，其餘組成本集團之附屬公司均由本公司間接持有。

(b) 該等公司由本集團持有多於一層的股權架構導致本集團於該等公司歸屬實際股權少於50%，同時滲透至股權底部。

(c) 該等公司為於截至二零一九年十二月三十一日止年度新成立之附屬公司。

(d) 於英屬處女群島及香港註冊成立之公司在香港經營外，於澳洲及加拿大註冊成立之公司分別於澳洲及加拿大經營及其他附屬公司均於中國經營。

(e) 於年末，概無附屬公司發行任何債務證券，惟奧園集團已發行人民幣5,540,000,000

元（二零一八年：人民幣5 ,540 ,000 ,000

元）之公司債券，本集團於當中擁有人民幣5,540,000,000元（二零一八年：人民幣5,540,000,000元）權益。

(f) 上表列出本公司董事認為主要影響本集團業績或資產之本公司主要附屬公司。本公司董事認為詳細敘述附屬公司會令細節過於冗長。

– F-400 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company (continued)

(b) Composition of the Group

At the end of the reporting period, the Company has

other subsidiaries that are not material to the Group.

A majority of these subsidiaries operate in PRC. The

principal activities of these subsidiaries are summarised

as follows:

Principal activities

Principal place

of businesses Number of subsidiaries

主要業務 主要營業地點 附屬公司數目

2019 2018

二零一九年 二零一八年

Investment holding BVI 60 52

投資控股 英屬處女群島

Hong Kong 95 86

香港

PRC 67 46

中國

Australia 4 3

澳洲

Canada 2 2

加拿大

Property development and investment PRC 150 106

物業發展及投資 中國

Australia 13 14

澳洲

Canada 29 28

加拿大

Provision of consultancy and

management services PRC 57 57

提供顧問及管理服務 中國

Others PRC 88 29

其他 中國

565 423

59. 本公司主要附屬公司詳情（續）

(b) 本集團之組成

本公司於報告期末有其他對本集團

並不重要的附屬公司。大部分該等

附屬公司均於中國營運。有關附屬

公司的主要業務概述如下：

– F-401 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests

The table below shows details of non-wholly owned

subsidiaries of the Group as at 31 December 2019 and

31 December 2018 that have material non-controlling

interests:

Name of subsidiary

Place of

establishment

and principal

place of

business

Proportion of

Ownership interests

voting rights held by

non-controlling interests

Profit (loss)

allocated to

non-controlling

interests

Accumulated

non-controlling

interests

附屬公司名稱

成立地點及主要

營業地點

非控股權益所持有

擁有權權益及投票權 分配至非控股權益的溢利（虧損） 累計非控股權益

31/12/2019 31/12/2018 31/12/2019 31/12/2018 31/12/2019 31/12/2018

二零一九年

十二月三十一日

二零一八年

十二月三十一日

二零一九年

十二月三十一日

二零一八年

十二月三十一日

二零一九年

十二月三十一日

二零一八年

十二月三十一日

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Aoyuan Group (Yingde) PRC 49% 49% 58,080 (11,485) 1,185,428 1,127,348

奧園集團（英德） 中國

Hongsheng Investment PRC 0% 49% – (17,351) – 1,175,399

弘盛投資 中國

Non-wholly subsidiary of Hongsheng

Investment, Lanwan Property PRC 30% 30% 150,278 (15,186) 899,554 949,276

弘盛投資的非全資附屬公司，瀾灣置業 中國 Aoyuan (Shenzhen) City Renewal Company

Limited (“(Shenzhen) City Renewal”) PRC 49% 49% 382,894 (798) 3,382,096 2,999,202

奧園（深圳）城市更新有限公司

（「（深圳）城市更新」） 中國 Non-wholly subsidiaries of (Shenzhen) City

Renewal PRC 28%-49% N/A 30,167 – 48,803 –

（深圳）城市更新的非全資附屬公司 中國 不適用

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情

下表載列本集團於二零一九年十二月三十一日及二零一八年十二月三十一日擁有重大非控股權益之非全資附屬公司詳情：

– F-402 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

Name of subsidiary

Place of

establishment

and principal

place of

business

Proportion of

Ownership interests

voting rights held by

non-controlling interests

Profit (loss)

allocated to

non-controlling

interests

Accumulated

non-controlling

interests

附屬公司名稱

成立地點及主要

營業地點

非控股權益所持有

擁有權權益及投票權 分配至非控股權益的溢利（虧損） 累計非控股權益

31/12/2019 31/12/2018 31/12/2019 31/12/2018 31/12/2019 31/12/2018

二零一九年

十二月三十一日

二零一八年

十二月三十一日

二零一九年

十二月三十一日

二零一八年

十二月三十一日

二零一九年

十二月三十一日

二零一八年

十二月三十一日

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 Guangdong Aoyuan City Renewal Group

Company Limited (previously known as Guangdong Aoyuan City Renewal Investment Management Company Limited) (“Guangdong City Renewal”) PRC 49% 49% 137,635 (1,847) 3,135,788 2,998,153廣東奧園城市更新集團有限公司（前稱為廣東 奧園城市更新投資管理有限公司） （「廣東城市更新」） 中國

Shenzhen Hongyu Taifu Estate Development Company Limited (“Shenzhen Hongyu Taifu”) PRC 49% N/A (17,658) N/A 1,482,342 N/A深圳弘譽泰富房地產有限公司 （「深圳弘譽泰富」） 中國 不適用 不適用 不適用

Individually immaterial subsidiaries with non-controlling interests 279,654 577,257 11,832,716 9,612,251非控股權益的獨立非重大附屬公司

1,021,050 530,590 21,966,727 18,861,629

Summarised financial information in respect of Aoyuan

Group (Yingde), Lanwan Property, (Shenzhen) City

Renewal, Guangdong City Renewal and Shenzhen

Hongyu Taifu that has material non-controlling interests

is set out below. The summarized financial information/

consolidated financial information below represents

amounts before intergroup eliminations.

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

有關擁有重大非控股權益之奧園集團（英德）、瀾灣置業、（深圳）城市更新、廣東城市更新及深圳弘譽泰富的財務資料概述如下。下文財務資料╱綜合財務資料概要指於集團內對銷前金額。

– F-403 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)

Aoyuan Group (Yingde)

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current assets 非流動資產 795,826 334,520

Current assets 流動資產 2,981,891 2,710,130

Current liabilities 流動負債 1,358,476 743,940

Non-current liabilities 非流動負債 – –

Total equity 總權益 2,419,241 2,300,710

Revenue 營業額 471,604 –

Expenses 開支 353,073 23,438

Profit (loss) and total comprehensive

income (expense) for the year

年內溢利（虧損）及

全面收益（開支）總額 118,531 (23,438)

Dividend distributions 股息分派 – –

Net cash inflow from

operating activities

經營活動現金

流入淨額 381,716 429,739

Net cash (outflow) inflow from

investing activities

投資活動現金（流出）

流入淨額 (755,611) 148,585

Net cash (outflow) inflow from

financing activities

融資活動現金（流出）

流入淨額 (20,700) 72,000

Net cash (outflow) inflow 現金（流出）流入淨額 (394,595) 650,324

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

奧園集團（英德）

– F-404 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)

H o n g s h e n g I n v e s t m e n t a n d i t s s u b s i d i a r y

(“Hongsheng Group”)

As disclosed in note 49 to consolidated financial

statements, the Group has acquired an additional

equity interest of Hongsheng Investment from its non-

controlling shareholders during the year. As at year ended

31 December 2019, Hongsheng Investment is a wholly-

owned subsidiary of Guangzhou Aoyuan Chengbiao

Real Estate Co., Ltd. (“Aoyuan Chengbiao”). The Group

holds 80% of equity interest of Aoyuan Chengbiao

and Hongsheng holds 70% equity interest of Lanwan

Property.

The following financial information of Hongsheng Group

for the year ended 31 December 2018 represents

Hongsheng Investment and its subsidiaries, including

Lanwan Property. As Hongsheng Investment is a

wholly-owned subsidiary of Aoyuan Chengbiao as at 31

December 2019, only financial information of Lanwan

Property is being disclosed for this purpose.

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

弘盛投資及其附屬公司（「弘盛集團」）

誠如綜合財務報表附註49所披露，

本集團於本年度自其非控股股東收

購弘盛投資的額外股權。於截至二

零一九年十二月三十一日止年度，

弘盛投資為廣州奧園城標置業有

限公司（「奧園城標」）的全資附屬公

司。本集團持有奧園城標80％的股

權，而弘盛持有瀾灣置業70％的股

權。

以下載列弘盛集團截至二零一八年

十二月三十一日止年度的財務資料

代表弘盛投資及其附屬公司，包括

瀾灣置業。於二零一九年十二月

三十一日，由於弘盛投資為奧園城

標的全資附屬公司，因此僅披露瀾

灣置業的財務資料。

– F-405 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)

H o n g s h e n g I n v e s t m e n t a n d i t s s u b s i d i a r y

(“Hongsheng Group”) (continued)

2018

二零一八年RMB’000

人民幣千元

Non-current assets 非流動資產 34,953

Current assets 流動資產 8,475,297

Current liabilities 流動負債 4,462,201

Non-current liabilities 非流動負債 700,000

Equity attributable to the owner of

the Company

本公司擁有人應佔權益1,223,374

Equity attributable to the non-controlling

shareholder of Hongsheng Investment

弘盛投資非控股股東應佔權益1,175,399

Non-controlling interests of Hongsheng

Investment’s subsidiary

弘盛投資的附屬公司之非控股權益949,276

Revenue 營業額 –

Expenses 開支 50,596

Loss and total comprehensive expense for the year年內虧損及全面開支總額 (50,596)

Loss and total comprehensive expense

attributable to owners of Hongsheng Group

弘盛集團擁有人應佔虧損及

全面開支總額 (35,410)

Loss and total comprehensive expense

attributable to the non-controlling

interests of Hongsheng Group

弘盛集團非控股權益應佔虧損及

全面開支總額(15,186)

Dividend distributions 股息分派 74,062

Net cash inflow from operating activities 經營活動現金流入淨額 1,246,404

Net cash outflow from investing activities 投資活動現金流出淨額 (1,468,943)

Net cash inflow from financing activities 融資活動現金流入淨額 125,938

Net cash outflow 現金流出淨額 (96,601)

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

弘盛投資及其附屬公司（「弘盛集

團」）（續）

– F-406 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)

Lanwan Property

2019二零一九年

RMB’000人民幣千元

Non-current assets 非流動資產 295 Current assets 流動資產 7,166,664 Current liabilities 流動負債 4,168,444 Non-current liabilities 非流動負債 – Total equity 總權益 2,998,515 Revenue 營業額 2,893,645 Expenses 開支 2,392,717 Profit and total comprehensive income for the year 年內溢利及全面收益總額 500,928 Dividend distributions 股息分派 666,667 Net cash inflow from operating activities 經營活動現金流入淨額 2,099,194 Net cash outflow from investing activities 投資活動現金流出淨額 (881,739) Net cash outflow from financing activities 融資活動現金流出淨額 (906,667) Net cash inflow 現金流入淨額 310,788

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

瀾灣置業

– F-407 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)

Shenzhen C i ty Renewal and i t s subs id ia ry

(“(Shenzhen) City Renewal Group”)

2019 2018

二零一九年 二零一八年RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current assets 非流動資產 22,514 9,900

Current assets 流動資產 10,021,531 6,110,921

Current liabilities 流動負債 2,595,905 –

Non-current liabilities 非流動負債 497,100 –

Equity attributable to the owners of the

Company

本公司擁有人應佔權益3,520,141 3,121,619

Equity attributable to the non-controlling

shareholder of (Shenzhen) City Renewal

（深圳）城市更新之

非控股權益應佔權益 3,382,096 2,999,202

Non-controlling interests of (Shenzhen)

City Renewal’s subsidiaries

（深圳）城市更新的附屬公司之

非控股權益 48,803 –

Revenue 營業額 2,743,905 –

Expenses 開支 1,932,322 1,628

Profit (loss) and total comprehensive

income (expense) for the year

年內溢利（虧損）及全面收益 （開支）總額 811,583 (1,628)

Profit (loss) and total comprehensive

income (expense) attributable to owners

of (Shenzhen) City Renewal Group

（深圳）城市更新集團

擁有人應佔溢利（虧損） 及全面收益（開支）總額

781,416 (1,628)

Profit and total comprehensive income

attributable to the non-controlling

interests of (Shenzhen) City Renewal

Group

（深圳）城市更新集團

非控股權益應佔溢利及

全面收益總額30,167 –

Dividend distributions 股息分派 – –

Net cash inflow (outflow) from operating

activities

經營活動現金流入（流出）淨額608,457 (1,709)

Net cash inflow from investing activities 投資活動現金流入淨額 1,578,017 11,370

Net cash inflow from financing activities 融資活動現金流入淨額 246,270 –

Net cash inflow 現金流入淨額 2,432,744 9,661

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

（深圳）城市更新及其附屬公司（「（深

圳）城市更新集團」）

– F-408 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)

Guangdong City Renewal

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current assets 非流動資產 46,028 46,353

Current assets 流動資產 6,430,987 6,118,859

Current liabilities 流動負債 31,095 179

Non-current liabilities 非流動負債 – –

Total equity 總權益 6,445,920 6,165,033

Revenue 營業額 300,830 46,353

Expenses 開支 19,943 3,769

Profit and total comprehensive income

for the year

年內溢利及全面收益總額

280,887 42,584

Dividend distributions 股息分派 – –

Net cash outflow from operating activities經營活動現金流出淨額 (80,103) (4,133)

Net cash inflow from investing activities 投資活動現金流入淨額 1,071,675 3,447

Net cash inflow from financing activities 融資活動現金流入淨額 9,600 –

Net cash inflow (outflow) 現金流入（流出）淨額 1,001,172 (686)

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

廣東城市更新

– F-409 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)

Shenzhen Hongyu Taifu Real Estate Development

Company Limited

2019

二零一九年

RMB’000

人民幣千元

Non-current assets 非流動資產 12,012

Current assets 流動資產 3,013,468

Current liabilities 流動負債 292

Non-current liabilities 非流動負債 –

Total equity 總權益 3,025,188

Revenue 營業額 –

Expenses 開支 36,036

Loss and total comprehensive expense

for the year

年內虧損及全面開支總額

(36,036)

Dividend distributions 股息分派 –

Net cash outflow from operating activities 經營活動現金流出淨額 (47,756)

Net cash outflow from investing activities 投資活動現金流出淨額 (1,452,169)

Net cash inflow from financing activities 融資活動現金流入淨額 1,500,000

Net cash inflow 現金流入淨額 75

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

深圳弘譽泰富房地產有限公司

– F-410 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

60. Major Non-Cash Transactions

(a) During the year, the Group entered into new lease

agreements for the use of leased properties/machinery/

office equipment for six months to 15 years. On the lease

commencement, the Group recognised RMB516,209,000

of right-of-use assets and RMB516,209,000 of lease

liabilities.

(b) During the year ended 31 December 2019, the Group

entered into settlements agreement with Zhuzhou

Jinye, Zhuzhou Aoyuan, Meizhou Aotai and Guangzhou

Jianguan for the settlement between amounts due from

joint ventures of RMB719,830,000 and amounts due to

joint ventures of RMB719,830,000.

61. Events after the Reporting Period

Subsequent to the reporting date, the Group had following

significant events taken place:

(a) The Company issued senior notes in an aggregate

principal amount of USD388,000,000 (equivalent to

RMB2,684 million) subsequent to the reporting period

which carries interest ranging from 4.8% to 8.0% per

annum and are due in 2021.

(b) On 27 February 2020, Aoyuan Corporation (Group)

Limited (“Aoyuan Corporation”), a wholly-owned

subsidiary of the Company issued domestic bonds (the

“2020 Corporate Bonds”) in an aggregate principal

amount of RMB2,540,000,000 carries interest at 5.5%

per annum and due in 2025 unless the bonds holders sell

back the 2020 Corporate Bonds to Aoyuan Corporation

earlier. Details of the terms and conditions are set out in

at the announcement issued by the Company on 2 March

2020. Up to the date of issuance of this Annual Report,

the net proceeds of approximately RMB2,520 million

from the issuance of the 2020 Corporate Bonds have

been fully received.

60. 主要非現金交易

(a) 於本年度，本集團訂立新租賃協

議，以使用租賃物業╱機器╱辦公

室設備，期限為六個月至15年。於

租賃開始時，本集團確認使用權資

產人民幣516,209,000元及租賃負

債人民幣516,209,000元。

(b) 於截至二零一九年十二月三十一止

年度，本集團與株洲金業、株洲奧

園、梅州奧泰及廣州建冠訂立結算

協議，以結算應收合營企業款項人

民幣719,830,000元及應付合營企

業款項人民幣719,830,000元。

61. 報告期後事項

於報告日期後，本集團發生以下重大事件：

(a) 報告期後，本公司發行本金總額為388,000,000美元（等於人民幣26.84億元）、按年利率由4.8%至8.0%計息及於二零二一年到期的優先票據。

(b) 於二零二零年二月二十七日，本公司之全資子公司奧園集團有限公司（「奧園集團」）發行本金總額人民幣2,540,000,000元、按年利率5.5%

計息及於二零二五年到期（除非債券持有人向奧園集團提早售回債券）的公司債券（「二零二零年公司債券」）。有關條款及條件的詳情載於本公司於二零二零年三月二日刊發的公告內。直至刊發本年報之日，發行二零二零年公司債券的所得款項淨額約人民幣25.20億元已悉數收取。

– F-411 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

61. Events after the Reporting Period (continued)

(c) Dur ing the year ended 31 December 2019, the

Company proposed acquisition of 13.86% shares in

Aeon Life Insurance Company, Ltd. at a consideration

of RMB3,261,600,000. On 20 January 2020, the

Board announced that the conditions precedent to the

acquisition have not been fulfilled within the prescribed

schedule, the share transfer agreements have been

terminated accordingly and the vendors shall refund

relevant amount to the Company in accordance with the

terms and conditions thereof.

(d) During the period from 1 January 2020 to the date of this

Annual Report, the Group has entered into agreements

to acquire certain subsidiaries in the PRC engaging in

property development with an aggregate consideration of

approximately RMB544,800,000.

(e) The outbreak of the COVID-19 in the PRC and the

subsequent quarantine measures imposed by the

Chinese Government in early 2020 gave challenges on

the operations of the Group since January 2020 as the

operations of the Group are located around Mainland

China.

Currently, the Group, as a property developer, are facing

a number of challenges, such as the slowdown of market

demand and property sales activities in Mainland China

due to the outbreak of COVID-19. Despite of the monthly

property contracted sales which have been published in

the announcement of the Company, these challenges

may bring some negative impacts on the Group’s sales

volume in the year of 2020.

As at the date of approval of these consolidated financial

statements, the directors of the Company are still

assessing the financial impact that the COVID-19 will

have on the Group’s consolidated financial statements

given the unpredictability associated with the COVID-19

outbreak and the Group will closely monitor in this

regard.

61. 報告期後事項（續）

(c) 截至二零一九年十二月三十一日止年度，本公司提出以代價人民幣3,261,600,000元收購百年人壽保險股份有限公司13.86%股份。於二零二零年一月二十日，董事會宣佈，由於收購事項的先決條件未能按約定時間達成，因此該等協議予以終止，賣方須根據該等協議的條款及條件退還相關款項。

(d) 於二零二零年一月一日起至本年報日期止期間，本集團已訂立協議，已於中國收購從事物業發展的若干附屬公司，總代價約為人民幣544,800,000元。

(e) 由於本集團的運營遍佈中國內地，二零一九年於中國爆發的新冠肺炎及中國政府其後於二零二零年初實施的檢疫措施，自二零二零年一月為本集團的營運帶來挑戰。

現時，本集團作為地產發展商面臨諸多挑戰，例如由於新冠肺炎的爆發，中國內地的市場需求及物業銷售活動放緩。儘管每月物業合同銷售已刊發於本公司公告內，該等挑戰仍可能為本集團二零二零年的銷量帶來負面影響。

於該等綜合財務報表獲批之日，基於有關新冠肺炎的爆發之不可預測性，本公司董事仍在評估新冠肺炎將對本集團綜合財務報表造成之財務影響，本集團將密切監察有關方面。

– F-412 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

中國奧園集團股份有限公司 二零一九年年報

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

62. Statement of Financial Position and Reserves of the Company

2019 2018

二零一九年 二零一八年

RMB’000 RMB’000

人民幣千元 人民幣千元

NON-CURRENT ASSETS 非流動資產

Property, plant and equipment 物業、廠房及設備 851 851

Investments in subsidiaries 於附屬公司的投資 10,498,222 7,502,335

Equity instrument at fair value through

other comprehensive income

按公平值計入其他全面收益

的股本工具 – 20,265

Amounts due from subsidiaries 應收附屬公司款項 1,902,129 1,902,129

12,401,202 9,425,580

CURRENT ASSETS 流動資產

Trade and other receivables 貿易及其他應收款 2,065 1,735

Amounts due from subsidiaries 應收附屬公司款項 17,608,518 11,834,186

Bank balances and cash 銀行結餘及現金 4,678,219 70,923

22,288,802 11,906,844

CURRENT LIABILITIES 流動負債

Trade and other payables 貿易及其他應付款項 300 –

Amount due to a subsidiary 應付一間附屬公司款項 3,481,020 1,629,741

Bank borrowings 銀行借款 4,000,805 3,027,021

Senior notes 優先票據 3,952,649 1,731,924

11,434,774 6,388,686

NET CURRENT ASSETS 流動資產淨值 10,854,028 5,518,158

TOTAL ASSETS LESS CURRENT LIABILITIES 總資產減總流動債 23,255,230 14,943,738

NON-CURRENT LIABILITIES 非流動負債

Bank borrowings 銀行借款 4,244,393 3,599,102

Senior notes 優先票據 17,226,340 9,625,004

21,470,733 13,224,106

TOTAL ASSETS LESS TOTAL LIABILITIES 總資產減總負債 1,784,497 1,719,632

CAPITAL AND RESERVES 資本及儲備

Share capital 股本 25,453 25,343

Reserves 儲備 1,759,044 1,694,289

TOTAL EQUITY 總權益 1,784,497 1,719,632

62. 本公司財務狀況表及儲備

– F-413 –

For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度

China Aoyuan Group Limited

綜合財務報表附註（續）Notes to the Consolidated Financial Statements (continued)

62. Statement of Financial Position and Reserves of the Company (continued)

Movement in the Company’s reserves

Share

premium

Capital

redemption

reserve

Share

option

reserve

Accumulated

losses Total

股份溢價 資本贖回儲備 購股權儲備 累計虧損 總計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

At 1 January 2018 於二零一八年一月一日 4,191,966 1,063 1,100 (3,547,233) 646,896

Profit and total comprehensive

income for the year 年內溢利及全面收益總額 – – – 1,714,953 1,714,953

Shares repurchased and cancelled 己購回及註銷股份 (15,820) 30 – (30) (15,820)

Recognition of equity-settled

share-based payments

確認以股本結算以

股份為基礎付款 – – 11,487 – 11,487

Exercise of share options 行使購股權 8,266 – (1,100) – 7,166

Dividend recognised as

distribution (note 12)

確認為分派的股息

（附註12） – – – (670,393) (670,393)

At 31 December 2018 於二零一八年十二月

三十一日 4,184,412 1,093 11,487 (2,502,703) 1,694,289

Profit and total comprehensive

income for the year

年內溢利及全面收益總額

– – – 986,940 986,940

Recognition of equity-settled

share-based payments

確認以股本結算以

股份為基礎付款 – – 7,869 – 7,869

Exercise of share options 行使購股權 70,796 (10,056) 60,740

Dividend recognised as

distribution (note 12)

確認為分派的股息

（附註12） – – – (990,794) (990,794)

At 31 December 2019 於二零一九年十二

月三十一日 4,255,208 1,093 9,300 (2,506,557) 1,759,044

62. 本公司財務狀況表及儲備（續）

本公司儲備變動

– F-414 –

Independent Auditor’s Report獨立核數師報告

中國奧園集團股份有限公司 二零一八年年報 145

TO THE SHAREHOLDERS OF CHINA AOYUAN GROUP LIMITED

(incorporated in the Cayman Islands with limited liability)

Opinion

We have audited the consolidated financial statements of China

Aoyuan Group Limited (the “Company”) and its subsidiaries

(collectively referred to as the “Group”) set out on pages 155 to 446,

which comprise the consolidated statement of financial position as

at 31 December 2018, and the consolidated statement of profit or

loss and other comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows for the

year then ended, and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the consolidated financial statements give a true and

fair view of the consolidated financial position of the Group as at 31

December 2018, and of its consolidated financial performance and its

consolidated cash flows for the year then ended in accordance with

International Financial Reporting Standards (“IFRSs”) issued by the

International Accounting Standards Board (the “IASB”) and have been

properly prepared in compliance with the disclosure requirements of

the Hong Kong Companies Ordinance.

Basis for Opinion

We conducted our audit in accordance with Hong Kong Standards on

Auditing (“HKSAs”) issued by the Hong Kong Institute of Certified

Public Accountants (“HKICPA”). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for

the Audit of the Consolidated Financial Statements section of our

report. We are independent of the Group in accordance with the

HKICPA’s Code of Ethics for Professional Accountants (the “Code”),

and we have fulfilled our other ethical responsibilities in accordance

with the Code. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our opinion.

致中國奧園集團股份有限公司股東（於開曼群島註冊成立之有限公司）

意見

我們已審核載列於第155頁至第446頁中國奧園集團股份有限公司（「貴公司」）及其附屬公司（統稱為「貴集團」）之綜合財務報表，此財務報表包括於二零一八年十二月三十一日之綜合財務狀況表及截至當日止年度之綜合損益及其他全面收益表、綜合權益變動表及綜合現金流量表，以及綜合財務報表附註（包括主要會計政策概要）。

我們認為，該等綜合財務報表已根據國際會計準則委員會（「國際會計準則委員會」）頒佈的國際財務報告準則（「國際財務報告準則」）真實而公平地反映貴集團於二零一八年十二月三十一日之綜合財務狀況以及其截至當日止年度之綜合財務業績及綜合現金流量，並已按照香港公司條例之披露規定妥為編製。

意見之基礎

我們已根據香港會計師公會（「香港會計師公會」）頒布的香港審計準則（「香港審計準則」）進行審核。我們就該等準則承擔的責任在本報告「核數師就審核綜合財務報表承擔的責任」部分中進一步闡述。根據香港會計師公會的職業會計師道德守則（「守則」），我們獨立於貴集團，並已履行守則中的其他道德責任。我們相信，我們所獲得的審計憑證能充足及適當地為我們的意見提供基礎。

– F-415 –

146 China Aoyuan Group Limited Annual Report 2018

Independent Auditor’s Report (continued) 獨立核數師報告（續）

Key Audit Matters

Key audit matters are those matters that, in our professional

judgment, were of most significance in our audit of the consolidated

financial statements of the current period. These matters were

addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do

not provide a separate opinion on these matters.

Key audit matters

How our audit addressed the

key audit matters

Valuation of investment properties

We ident i f i ed the va lua t ion o f

investment properties as a key audit

matter due to the significance of the

balance to the consolidated financial

statements as a whole, combined

with the estimates associated with

determining the fair value. As disclosed

in note 16 to the conso l idated

financial statements, the investment

propert ies of the Group main ly

represent retail shops, commercial

buildings and office located in the

People’s Republic of China (the “PRC”)

and carried at RMB8,833,493,000

as at 31 December 2018, including

completed investment properties of

RMB6,997,373,000 and investment

properties under construction of

RMB1,836,120,000, which represents

4.7% of the Group’s total assets. Net

change in fair value of investment

p roper t ies o f RMB544,467,0 0 0

was recognised in the consolidated

statement of profit or loss and other

comprehensive income for the year

then ended.

Our procedures in re lat ion to assess ing the

appropriateness of the valuation of the investment

properties included:

management’s assessment process for

reviewing the work of the Valuer;

objectivity of the Valuer;

process (including any limitations of scope

imposed by the management) to understand

the performance of the property markets,

significant assumptions adopted, critical

judgmental areas and data used in the

valuations;

關鍵審核事項

關鍵審核事項是根據我們的職業判斷，對本期間綜合財務報表的審核最為重要的事項。這些事項是在我們審核整體綜合財務報表及出具意見時進行處理的。我們不會對這些事項提供單獨的意見。

關鍵審核事項我們審核時如何處理關鍵審核事項

投資物業的估值

我們基於整體綜合財務報表平衡的重要性加上與釐定公平值相關的估計， 識別投資物業的估值為關鍵審核事項。諴如綜合財務報表附註16所披露，貴集團的投資物業主要指位於中華人民共和國（「中國」）的零售店舖、商業大廈及寫字樓，於二零一八年十二月三十一日按人民 幣8,833,493,000元 列賬（包括已竣工投資物業人 民 幣6,997,373,000元及在建投資物業人民幣1,836,120,000元 ）， 佔貴集團總資產的4.7%。投資物業的淨公平值變動人民幣544,467,000元於截至當日止年度之綜合損益及其他全面收益表內確認。

我們有關評估投資物業的賬面值合適與否的程序包括：

了解管理層就審閱估值師的工作採用的估值程序並進行評價；

評估估值師勝任與否、能力及客觀與否；

與估值師討論估值程序（包括管理層施加的任何範圍限制）、物業市場的表現、所採納的重大假設、關鍵判斷方面及估值時採用的數據；

– F-416 –

中國奧園集團股份有限公司 二零一八年年報 147

Independent Auditor’s Report (continued) 獨立核數師報告（續）

Key audit matters

How our audit addressed the

key audit matters

A l l o f t he G roup ’s i nves tment

properties are stated at fair value

based on valuations performed by a

qualified external valuer not connected

with the Group (the “Valuer”). Details

of the valuat ion techniques and

key inputs used in the valuations

are d isc losed in note 16 to the

consolidated financial statements.

The valuations of the completed

investment properties are dependent

on certain key inputs, including term

yield, reversionary yield, unit rent

and adjustment made to account for

differences in location and level. The

valuations of investment properties

under construction are dependent on

gross development value, expected

developer’s profit, marketing costs,

construction costs to completion, and

comparable land price.

techniques, assumptions and key inputs

adopted by the management of the Group and

the Valuer to entity-specific information and

market data to assess the appropriateness of

these judgments and estimations; and

the management on the key inputs to evaluate

the magnitude of their impacts on the fair

values and assessing the appropriateness of

the disclosures relating to these sensitivities.

Valuation of properties for sale

We ident i f i ed the va lua t ion o f

the Group’s propert ies for sa le

as a key audit matter due to the

significant estimates involved in the

determination of net realisable value

(the “NRV”) of these properties.

As d isc losed in note 27 to the

consolidated financial statements,

the Group had propert ies under

development of RMB101,180,207,000

a n d c o m p l e t e d p r o p e r t i e s o f

RMB13,714,007,000 (the “Properties

for sale”) as at 31 December 2018,

which are s i tuated in the PRC,

Australia, Canada and Hong Kong.

Our procedures in relation to assessing management’s

assessment of the NRV of the Properties for sale

included:

Assess ing management ’s p rocess o f

reviewing the budgeted revenue and cost of

the Properties for sales and the determination

of the NRV of the Properties for sale;

Comparing the unit budgeted cost of the

propert ies under development to their

estimated selling prices which take into

account the estimated costs to completion,

estimated marketing expenses and estimated

sales-related taxes;

關鍵審核事項我們審核時如何處理關鍵審核事項

所有貴集團的投資物業均由與貴集團概無關連的合資格外聘估值師（「估值師」）進行估值並按公平值入賬。估值技術及估值時採用的主要輸入數據之詳情於綜合財務報表附註16

披露。已竣工投資物業的估值視乎若干主要輸入數據而定，包括定期收益、復歸收益、單位租金及就地點及層級差異已作出的調整。在建投資物業的估值視乎總發展價值、預期發展商溢利、營銷費用及完成開發的施工費用及可資比較土地價而定。

評估貴集團管理層及估值師對實體特定資料及市場數據所採納的估值技術、假設及主要輸入數據的合理性，以評估此等判斷及估計適當與否；及

評估管理層編製有關主要輸入數據的敏感性分析，以評價其對公平值的影響程度及評估有關此等敏感性的披露適當與否。

可供銷售物業的估值

我們基於釐定該等物業的可變現淨值（「可變現淨值」）涉及的重大估計，識別貴集團的物業存貨估值為關鍵審核事項。諴如綜合財務報表附註27所披露， 於二零一八年十二月三十一日，貴集團的在建物業為人民幣 101,180,207,000元及已竣工物業為人民幣13,714,007,000元（「可供銷售物業」），位於中國、澳洲、加拿大及香港。

我們有關評估管理層評估可供銷售物業的可變現淨值的程序包括：

評估管理層審閱可供銷售物業的預算收益及成本的程序以及釐定可供銷售物業的可變現淨值；

比較在建物業的單位預算成本與其估計售價，計及待竣工物業的估計費用、估計營銷費用及估計銷售相關稅項；

– F-417 –

148 China Aoyuan Group Limited Annual Report 2018

Independent Auditor’s Report (continued) 獨立核數師報告（續）

Key audit matters

How our audit addressed the

key audit matters

As d i sc l osed i n no te 4 t o t he

consolidated financial statements, the

management of the Group determined

the NRV of the Properties for sale by

reference to the estimated selling

prices of the Properties for sale, which

takes into account a number of factors

including recent prices achieved for

similar property types in the same

project or by similar properties, and

the prevailing and forecasted real

estate market conditions in the PRC,

Australia, Canada and Hong Kong,

estimated future costs to completion,

estimated marketing expenses and the

estimated sale-related taxes. Based on

management’s analysis of the NRV of

the Properties for sale, no write-downs

were considered to be necessary in

the consolidated statement of profit or

loss and other comprehensive income

for the year ended 31 December 2018.

As at 31 December 2018, write-downs

of Properties for sale amounting to

RMB13,433,000 is recognised.

Comparing the unit budget cost of the

completed properties to their estimated selling

prices which take into account the estimated

sales-related taxes;

Assessing the appropr iateness of the

estimated selling prices used by management

with reference to market prices achieved in the

same projects or by comparable properties,

including an evaluation of the appropriateness

of the comparable propert ies used by

management of the Group based on our

knowledge of the Group’s business and real

estate industry in the PRC, Australia, Canada

and Hong Kong; and

Eva luat ing the reasonableness of the

assessment performed by the management

of the Group on the key inputs to evaluate the

magnitude of their impact of the market value

and adequacy of impairment being made.

關鍵審核事項我們審核時如何處理關鍵審核事項

諴如綜合財務報表附註4

所披露，貴集團管理層參照可供銷售物業的估計售價釐定可供銷售物業的可變現淨值，將考慮多項因素，包括就同一項目相似物業類型或同類物業取得的近期價格，以及中國、澳洲、加拿大及香港現行和預測房地產市況、估計竣工未來成本、估計營銷費用及估計銷售相關稅項。根據管理層的可供銷售物業可變現淨值分析，毋須考慮於截至二零一八年十二月三十一日止年度的綜合損益及其他全面收益表內撇減。於二零一八年十二月三十一日，已就銷售物業確認累計撇減人民幣13,433,000元。

比較已竣工物業的單位預算成本與其估計售價，計及估計銷售相關稅項；

評估管理層參考同一項目或可資比較物業取得的市價所採用的估計售價合適與否，包括評估貴集團管理層根據對貴集團中國、澳洲、加拿大及香港的業務及房地產業所知採用的可資比較物業合適與否；及

評估貴集團管理層就關鍵輸入數據進行的評估的合理性，以評估其市值影響的程度及作出減值充分與否。

– F-418 –

中國奧園集團股份有限公司 二零一八年年報 149

Independent Auditor’s Report (continued) 獨立核數師報告（續）

Key audit matters

How our audit addressed the

key audit matters

Revenue recognised from sales of

properties

We identified revenue recognised

from sales of properties as a key audit

matter as the revenue from sales of

properties is quantitatively significant

to the consolidated statement of profit

or loss and other comprehensive

income and there is judgment involved

in determining the appropriate point at

which to recognise revenue from sales

of properties.

Revenue from sales of properties

in the PRC is recognised when the

properties are delivered and control

of the properties is transferred to the

purchasers upon the performance

o b l i g a t i o n s a r e s a t i s f i e d . Th e

G r o u p r e c o g n i s e d r eve n u e o f

RMB29,739,726,000 from its property

development segment for the year

ended 31 December 2018, which is

disclosed in note 5 to the consolidated

financial statements.

Our procedures in relation to revenue recognised from

the property development segment included:

Assessing management’s process and control

over the point of time at which revenue from

sales of properties is recognised; and

Evaluating the terms set out in the sales and

purchase agreements, on a sample basis,

and obtaining evidence regarding the delivery

of properties, including, where relevant,

completion certificates and delivery notices, to

assess whether the control of the properties

have been transferred to the purchasers upon

the performance obligations are satisfied.

關鍵審核事項我們審核時如何處理關鍵審核事項

確認來自物業銷售的收入

由於來自物業銷售的收入對綜合損益及其他全面收益表而言屬重大，我們識別就物業銷售確認的收入為關鍵審核事項，而釐定確認來自物業銷售的收入的合適起點涉及判斷。

來自中國物業銷售的收入當物業已交付及物業的控制權於完成履約責任後轉移予買方時確認。截至二零一八年十二月三十一日止年度，貴集團確認來自其物業發展分部的收入為人民幣29,739,726,000元（於綜合財務報表附註5披露）。

我們有關確認來自物業發展分部的收入的程序包括：

評估管理層作出物業銷售收入確認的流程及控制合適與否；

按樣本基準評估買賣協議所載條款，並取得有關物業交付的憑證（包括（倘相關）竣工證書及交付通知），以評估物業的控制權於完成履約責任後是否已轉移予買方。

– F-419 –

150 China Aoyuan Group Limited Annual Report 2018

Independent Auditor’s Report (continued) 獨立核數師報告（續）

Key audit matters

How our audit addressed the

key audit matters

Accuracy of land appreciation tax

calculations

We identified the accuracy of land

appreciation tax (“LAT”) calculations

in the PRC as a key audit matter since

significant judgment is required in

estimating the amount of LAT to be

paid by the Group within each of the

property development projects.

LAT is prepaid when properties are

pre-sold to the buyers and is provided

when properties are delivered to the

buyers and revenue is recognised.

As d isc losed in note 10 to the

consolidated financial statements,

LAT amounting to RMB1,925,216,000

was recognised in the consolidated

statement of profit or loss and other

comprehensive income for the year

ended 31 December 2018. The LAT

calculations are highly dependent

on the appropriateness of the rates

used, which are determined by the

appreciation of land value. The amount

of the land appreciation is determined

with reference to proceeds of the

sales of properties less the estimated

deductible expenditures, including the

cost of land use rights and relevant

property development expenditures.

Our procedures in relation to evaluating the accuracy of

management’s LAT calculations included:

deductible expenditures used in the LAT

calculations;

assess the accuracy of the land appreciation

amount calculations, and to assess the

appropriateness of the LAT rate used for

each of the property development projects by

comparing it to the LAT rate announced by the

State Administration of Taxation in the PRC;

and

management in estimating the amount of the

land appreciation charge rate by comparing

estimates made in previous periods to actual

results as well as current year’s estimates.

關鍵審核事項我們審核時如何處理關鍵審核事項

土地增值稅計算之準確性

我們識別中國土地增值稅（「土地增值稅」）計算之準確性為關鍵審核事項，乃由於評估本集團於各物業開發項目中將支付的土地增值稅金額時須作出重大判斷。

土地增值稅乃於物業預售予買方時預付及於向買方交付物業及確認收入時作出撥備。如綜合財務報表附註10所披露， 人民幣1,925,216,000元之土地增值稅於截至二零一八年十二月三十一日止年度之綜合損益及其他全面收益表內確認。土地增值稅計算很大程度上取決於所用稅率適當與否，此乃由土地的增值釐定。土地增值金額乃經參考銷售物業所得款項減估計可扣減開支（包括土地使用權成本及相關物業開發開支）。

我們有關管理層之土地增值稅計算的準確性的程序包括：

評估土地增值稅計算所用相關可扣減開支合理與否；

委聘中國稅務專家評估土地增值稅金額計算準確與否，並透過比較就各物業開發項目所用的土地增值稅稅率與中國國家稅務總局所公佈的土地增值稅稅率，評估就各物業開發項目所用的土地增值稅稅率適當與否；及

評估管理層於估計土地增值費率金額時所用估計，方法為將過往期間內所作出估計與實際業績及本年度估計比較。

– F-420 –

中國奧園集團股份有限公司 二零一八年年報 151

Independent Auditor’s Report (continued) 獨立核數師報告（續）

Other Information

The directors of the Company are responsible for the other

information. The other information comprises the information included

in the annual report, but does not include the consolidated financial

statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover

the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the consolidated financial statements,

our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with

the consolidated financial statements or our knowledge obtained in

the audit or otherwise appears to be materially misstated. If, based

on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that

fact. We have nothing to report in this regard.

Responsibilities of the Directors and Those Charged with Governance for the Consolidated Financial Statements

The directors of the Company are responsible for the preparation

of the consolidated financial statements that give a true and fair

view in accordance with IFRSs and the disclosure requirements of

the Hong Kong Companies Ordinance, and for such internal control

as the directors determine is necessary to enable the preparation

of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are

responsible for assessing the Group’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the directors

either intend to liquidate the Group or to cease operations, or have no

realistic alternative but to do so.

Those charged with governance are responsible for overseeing the

Group’s financial reporting process.

其他資料

貴公司董事負責其他資料。其他資料包括年報所載資料，但不包括綜合財務報表及相關核數師報告。

我們對綜合財務報表的意見並不涵蓋其他資料，我們亦不對其他資料發表任何形式的鑒證結論。

就審核綜合財務報表而言，我們的責任為閱讀其他資料，於此過程中，考慮其他資料是否與綜合財務報表或我們於審計過程中所瞭解的情況有重大抵觸，或者似乎有重大錯誤陳述。基於我們已執行的工作，倘我們認為其他資料有重大錯誤陳述， 我們須報告該事實。於此方面，我們沒有任何報告。

董事及負責管治的人員對綜合財務報表的責任

貴公司董事須負責根據國際財務報告準則及香港公司條例的披露規定編製並真實兼公允地呈列的綜合財務報表，並為其認為必須為使綜合財務報表的編製不存在由於欺詐或錯誤而導致的重大錯誤陳述的內部監控負責。

編製綜合財務報表時，董事負責評估貴集團持續經營的能力，並在適用情況下披露與持續經營有關的事項，以及使用持續經營為會計基礎， 除非董事有意將貴集團清盤或停止經營，或別無其他實際的替代方案。

負責管治的人員負責監督貴集團的財務申報程序。

– F-421 –

152 China Aoyuan Group Limited Annual Report 2018

Independent Auditor’s Report (continued) 獨立核數師報告（續）

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether

the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion solely to you, as a body, in

accordance with our agreed terms of engagement, and for no other

purpose. Reasonable assurance is a high level of assurance, but is not

a guarantee that an audit conducted in accordance with HKSAs will

always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these

consolidated financial statements.

As part of an audit in accordance with HKSAs, we exercise

professional judgment and maintain professional skepticism

throughout the audit. We also:

consolidated financial statements, whether due to fraud or

error, design and perform audit procedures responsive to those

risks, and obtain audit evidence that is sufficient and appropriate

to provide a basis for our opinion. The risk of not detecting a

material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of

internal control.

in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Group’s internal control.

and the reasonableness of accounting estimates and related

disclosures made by the directors.

核數師就審核綜合財務報表的責任

我們的目標為合理確定整體綜合財務報表是否不存在由於欺詐或錯誤而導致的重大錯誤陳述，並發出載有我們意見的核數師報告。我們僅向　閣下（作為整體）按照委任條款報告，別無其他目的。合理確定屬高層次核證，但不能擔保根據香港審計準則進行的審核工作總能發現所有存在的重大錯誤陳述。錯誤陳述可源於欺詐或錯誤，倘個別或整體於合理預期情況下可影響使用者根據綜合財務報表作出的經濟決定時，則被視為重大錯誤陳述。

根據香港審計準則進行審核時，我們運用專業判斷，於整個審核過程中抱持專業懷疑態度。我們亦：

識別及評估綜合財務報表由於欺詐或錯誤而導致的重大錯誤陳述風險，因應此等風險設計及執行審核程序，獲得充足及適當審核憑證為我們的意見提供基礎。由於欺詐涉及合謀串通、偽造、故意遺漏、誤導性陳述或凌駕內部控制，因此未能發現由此造成的重大錯誤陳述風險較未能發現由於錯誤而導致的重大錯誤陳述風險更高。

了解與審核有關的內部控制，以設計恰當的審核程序，但並非旨在對貴集團內部控制的有效程度發表意見。

評估所用會計政策是否恰當，以及董事所作會計估算及相關披露是否合理。

– F-422 –

中國奧園集團股份有限公司 二零一八年年報 153

Independent Auditor’s Report (continued) 獨立核數師報告（續）

going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related

to events or conditions that may cast significant doubt on the

Group’s ability to continue as a going concern. If we conclude

that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the

consolidated financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based

on the audit evidence obtained up to the date of our auditor’s

report. However, future events or conditions may cause the

Group to cease to continue as a going concern.

consolidated financial statements, including the disclosures,

and whether the consolidated financial statements represent

the underlying transactions and events in a manner that

achieves fair presentation.

financial information of the entities or business activities within

the Group to express an opinion on the consolidated financial

statements. We are responsible for the direction, supervision

and performance of the group audit. We remain solely

responsible for our audit opinion.

We communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement

that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships

and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

總結董事採用以持續經營為基礎的會計法是否恰當，並根據已獲取的審核憑證，總結是否有對貴集團持續經營的能力可能構成重大疑問的事件或情況等重大不確定因素。倘我們總結認為存在重大不確定因素，我們需於核數師報告中提請注意綜合財務報表內的相關資料披露，或如果相關披露不足，則修訂我們的意見。我們的結論以截至核數師報告日期所獲得的審核憑證為基礎，惟未來事件或情況可能導致貴集團不再具有持續經營的能力。

評估綜合財務報表（包括資料披露）的整體列報、架構及內容，以及綜合財務報表是否已公允反映及列報相關交易及事項。

就貴集團內各實體或業務活動的財務資料獲得充足的審核憑證，以就綜合財務報表發表意見。我們須負責指導、監督及執行集團的審核工作。我們須為我們的審核意見承擔全部責任。

我們與負責管治的人員就（其中包括）審核工作的計劃範圍及時間安排及重大審核發現，包括我們於審核期間識別出內部監控的任何重大缺陷溝通。

我們亦向負責管治的人員提交聲明，說明我們已遵守有關獨立性的道德要求，並就所有被合理認為可能影響我們的獨立性的關係及其他事宜及相關防範措施（如適用）與負責管治的人員溝通。

– F-423 –

154 China Aoyuan Group Limited Annual Report 2018

Independent Auditor’s Report (continued) 獨立核數師報告（續）

From the matters communicated with those charged with

governance, we determine those matters that were of most

significance in the audit of the consolidated financial statements

of the current period and are therefore the key audit matters. We

describe these matters in our auditor’s report unless law or regulation

precludes public disclosure about the matter or when, in extremely

rare circumstances, we determine that a matter should not be

communicated in our report because the adverse consequences

of doing so would reasonably be expected to outweigh the public

interest benefits of such communication.

The engagement partner on the audit resulting in the independent

auditor’s report is Li Man Kei.

Deloitte Touche Tohmatsu

Certified Public Accountants

Hong Kong

15 March 2019

我們從與負責管治的人員溝通的事項中，決定哪些事項對本期綜合財務報表的審核工作最為重要，因而構成關鍵審核事項。除非法律或法規不容許公開披露此等事項，或於極罕有的情況下，我們認為披露此等事項可合理預期的不良後果將超越公眾知悉此等事項的利益而不應於報告中披露，否則我們會於核數師報告中描述此等事項。

有關獨立核數師報告內的審核委聘合夥人為李民基。

德勤‧關黃陳方會計師行執業會計師香港二零一九年三月十五日

– F-424 –

中國奧園集團股份有限公司 二零一八年年報 155

Consolidated Statement of Profit or Loss and Other Comprehensive Income綜合損益及其他全面收益表

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

2018 2017

二零一八年 二零一七年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

Revenue 營業額 5 31,005,834 19,115,255Cost of sales 銷售成本 (21,371,683) (14,003,778)

Gross profit 毛利 9,634,151 5,111,477Other income, gains and losses 其他收入、收益及虧損 7 (222,971) 291,823Change in fair value of investment properties

投資物業公平值變動544,467 336,543

Recognition of change in fair value of completed properties for sale upon transfer to investment properties

於轉移至投資物業後 確認可供銷售已竣工 物業的公平值變動 320,741 –

Gain (loss) on disposal of subsidiaries 出售附屬公司收益（虧損） 222,012 (4,201)Selling and distribution expenses 銷售及分銷開支 (1,432,227) (926,166)Administrative expenses 行政開支 (1,736,008) (799,638)Share of results of joint ventures 應佔合營企業業績 36,558 (116,390)Share of results of associates 應佔聯營公司業績 (1,872) 3Finance costs 融資成本 8 (410,559) (267,859)

Profit before tax 除稅前溢利 9 6,954,292 3,625,592Income tax expense 所得稅開支 10 (4,014,825) (1,673,640)

Profit for the year 年內溢利 2,939,467 1,951,952

Other comprehensive (expense) income 其他全面（開支）收益Items that may be reclassified subsequently to profit or loss

其後可能重新分類至 損益的項目

Net fair value gain on available-for-sale investments, net of income tax

可供出售投資的公平值 收益淨額，扣除所得稅 – 19,062

Gain on disposal of available-for-sale investments reclassified to profit and loss

重新分類至損益之 出售可供出售投資的收益 – (21,865)

Exchange differences on translating of foreign operations

換算海外業務的匯兌差額(25,460) 6,593

(25,460) 3,790

Profit and total comprehensive income for the year

年內溢利及全面收益總額2,914,007 1,955,742

– F-425 –

156 China Aoyuan Group Limited Annual Report 2018

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

Consolidated Statement of Profit or Loss and Other Comprehensive Income (continued)綜合損益及其他全面收益表（續）

2018 2017

二零一八年 二零一七年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

Profit for the year attributable to: 以下人士應佔年內溢利： – Owners of the Company － 本公司擁有人 2,408,877 1,639,928

– Non-controlling interests － 非控股權益 530,590 312,024

2,939,467 1,951,952

Profit and total comprehensive income

for the year attributable to:

以下人士應佔年內溢利 及全面收益總額：

– Owners of the Company － 本公司擁有人 2,389,573 1,641,946

– Non-controlling interests － 非控股權益 524,434 313,796

2,914,007 1,955,742

Earnings per share (RMB cents) 每股盈利（人民幣分）

Basic 基本 13 89.91 61.35

Diluted 攤薄 13 89.90 61.28

– F-426 –

中國奧園集團股份有限公司 二零一八年年報 157

Consolidated Statement of Financial Position綜合財務狀況表

At 31 December 2018 於二零一八年十二月三十一日

2018 2017

二零一八年 二零一七年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

NON-CURRENT ASSETS 非流動資產Property, plant and equipment 物業、廠房及設備 14 2,057,192 718,995Prepaid lease payments 預付租賃款項 15 337,977 80,735Investment properties 投資物業 16 8,833,493 6,360,204Goodwill 商譽 17 3,491 28,755Intangible assets 無形資產 18 3,600 4,698Interests in joint ventures 於合營企業的權益 19 1,721,376 43,749Interests in associates 於聯營公司的權益 20 217,131 170,003Equity instruments at fair value through other comprehensive income

按公平值計入其他全面 收益之股本工具 21 31,465 –

Deferred tax assets 遞延稅項資產 22 676,948 305,272Deposits paid for acquisitions of subsidiaries 收購附屬公司已付訂金 23 1,531,947 928,222Deposit paid for acquisition of a joint venture 收購一間合營企業已付訂金 24 40,941 39,229Deposit paid for acquisition of property, plant and equipment

收購物業、廠房及 設備已付訂金 – 278,367

Amount due from a non-controlling shareholder of a subsidiary

應收一間附屬公司一名 非控股股東款項 25 – 92,383

Amounts due from joint ventures 應收合營企業款項 26 1,118,809 152,029Trade and other receivables 貿易及其他應收款 28 476,296 492,996

17,050,666 9,695,637

CURRENT ASSETS 流動資產Properties for sale 可供銷售物業 27 114,894,214 77,069,025Inventories 存貨 66,834 138,227Trade and other receivables 貿易及其他應收款 28 12,274,166 7,407,313Deposits paid for acquisitions of land use rights and property projects

收購土地使用權及 物業項目已付訂金 29 177,065 1,114,490

Amounts due from non-controlling shareholders of subsidiaries

應收附屬公司 非控股股東款項 30 1,924,264 1,579,937

Amounts due from related parties 應收關連公司款項 31 – 71,381Amounts due from joint ventures 應收合營企業款項 32 294,064 868,846Amounts due from associates 應收聯營公司款項 33 48,292 73,525Financial assets at fair value through profit or loss (“FVTPL”)

按公平值計入損益之 金融資產（「按公平值 計入損益之金融資產」） 34 524,400 200,000

Tax recoverable 可收回稅金 1,967,938 1,040,960Prepaid lease payments 預付租賃款項 15 14,772 2,080Derivative financial instruments 衍生金融工具 35 – 4,377Structured deposits 結構性存款 34 1,328,000 –Restricted bank deposits 受限制銀行存款 36 2,281,255 1,770,880Bank balances and cash 銀行結餘及現金 36 36,012,289 24,769,183

171,807,553 116,110,224

– F-427 –

158 China Aoyuan Group Limited Annual Report 2018

At 31 December 2018 於二零一八年十二月三十一日

Consolidated Statement of Financial Position (continued)綜合財務狀況表（續）

2018 2017

二零一八年 二零一七年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

CURRENT LIABILITIES 流動負債Trade and other payables 貿易及其他應付款 37 25,564,843 14,579,493

Deposits received for sale of properties 銷售物業已收訂金 38 – 34,760,145

Contract liabilities 合同義務 38 59,966,365 –

Amounts due to non-controlling

shareholders of subsidiaries

應付附屬公司 非控股股東款項 30 2,352,730 609,591

Amounts due to joint ventures 應付合營企業款項 39 2,402,017 227,332

Amount due to an associate 應付一間聯營公司款項 33 49 20

Loans from non-controlling shareholders

of subsidiaries

來自附屬公司 非控股股東的貸款 40 543,330 632,180

Tax liabilities 稅項負債 5,534,968 3,171,912

Bank and other borrowings 銀行及其他借款 41 19,261,443 13,371,376

Obligations under finance leases 融資租賃承擔 42 38,821 –

Senior notes and bonds 優先票據及債券 43 4,470,449 7,118,223

Provisions 撥備 44 897,617 1,102,882

121,032,632 75,573,154

NET CURRENT ASSETS 流動資產淨值 50,774,921 40,537,070

TOTAL ASSETS LESS CURRENT

LIABILITIES

總資產減流動負債67,825,587 50,232,707

NON-CURRENT LIABILITIES 非流動負債Other payables 其他應付款 37 503,810 1,042,259

Bank and other borrowings 銀行及其他借款 41 21,489,907 14,422,940

Loans from non-controlling shareholders

of subsidiaries

來自附屬公司 非控股股東的貸款 40 1,153,300 1,492,800

Deferred tax liabilities 遞延稅項負債 22 1,184,072 691,196

Obligations under finance leases 融資租賃承擔 42 260,940 –

Senior notes and bonds 優先票據及債券 43 12,499,712 5,457,222

37,091,741 23,106,417

– F-428 –

中國奧園集團股份有限公司 二零一八年年報 159

At 31 December 2018 於二零一八年十二月三十一日

Consolidated Statement of Financial Position (continued)綜合財務狀況表（續）

2018 2017

二零一八年 二零一七年NOTE RMB’000 RMB’000

附註 人民幣千元 人民幣千元

NET ASSETS 淨資產 30,733,846 27,126,290

CAPITAL AND RESERVES 資本及儲備Share capital 股本 45 25,343 25,333

Reserves 儲備 11,846,874 10,129,703

Equity attributable to owners

of the Company

本公司擁有人應佔權益11,872,217 10,155,036

Non-controlling interests 非控股權益 18,861,629 16,971,254

TOTAL EQUITY 總權益 30,733,846 27,126,290

The consolidated financial statements on pages 155 to 446 were

approved and authorised for issue by the Board of Directors on 15

March 2019 and are signed on its behalf by:

Guo Zi Wen Guo Zi Ning

郭梓文 郭梓寧 DIRECTOR DIRECTOR

董事 董事

載於第155頁至第446頁之綜合財務報表已於二零一九年三月十五日獲董事會批准及授權刊發，並由下列人士代表董事會簽署：

– F-429 –

Consolidated Statement of Changes in Equity綜合權益變動表For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

160 China Aoyuan Group Limited Annual Report 2018

Attributable to owners of the Company本公司擁有人應佔

Capital Share Non-Share Share redemption Statutory Special Translation Revaluation option Retained controllingcapital premium reserve reserve reserve reserve reserve reserve profits Sub-total interests Total

股本 外幣股本 股份溢價 贖回儲備 法定儲備 特別儲備 換算儲備 重估儲備 購股權儲備 保留溢利 小計 非控股權益 總計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000(Note a) (Note b) (Note c)（附註a） （附註b） （附註c）

At 1 January 2017 於二零一七年一月一日 25,292 4,184,425 1,063 134,065 447,064 16,909 40,538 376 4,068,361 8,918,093 5,713,200 14,631,293

Profit for the year 年內溢利 – – – – – – – – 1,639,928 1,639,928 312,024 1,951,952Net fair value gain on available-for-sale (“AFS”) investments, net of income tax

可供出售（「可供出售」） 投資公平值收益淨額， 扣除所得稅 – – – – – – 19,062 – – 19,062 – 19,062

Gain on disposal of AFS investment reclassified to profit and loss

出售重新分類至損益之 可供出售投資的收益 – – – – – – (21,865) – – (21,865) – (21,865)

Exchange differences arising in translating to presentation currency

換算為呈列貨幣產生之 匯兌差額 – – – – – 4,821 – – – 4,821 1,772 6,593

Profit and total comprehensive income for the year

年內溢利及全面 收益總額 – – – – – 4,821 (2,803) – 1,639,928 1,641,946 313,796 1,955,742

Appropriation to statutory reserve 法定儲備增加 – – – 78,954 – – – – (78,954) – – –Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） – – – – – – – – – – 1,500,556 1,500,556Deemed disposal of partial interests in subsidiaries without loss of control (note 50(c))

視為出售附屬公司的 部分權益而並無失去 控制權（附註50(c)） – – – – (12,573) – – – – (12,573) 1,792,403 1,779,830

Disposal of subsidiaries (note 50(a)) 出售附屬公司（附註50(a)） – – – – – – – – – – (4,174) (4,174)Disposal of partial interest without loss of control (note 50(b))

出售部分權益而並無失去 控制權（附註50(b)） – – – – – – – – – – 170,730 170,730

Dividend recognised as distribution (note 12)

確認為分派的股息（附註12）– – – – – – – – (400,736) (400,736) – (400,736)

Dividend paid to non-controlling shareholders of subsidiaries

向附屬公司的非控股 股東派付股息 – – – – – – – – – – (411,257) (411,257)

Recognition of equity-settled share-based payments

確認以股本結算以 股份為基礎的付款 – – – – – – – 1,100 – 1,100 – 1,100

Exercise of share option 行使購股權 41 7,541 – – – – – (376) – 7,206 – 7,206Capital contribution from non-controlling interests

非控股權益注資– – – – – – – – – – 7,896,000 7,896,000

At 31 December 2017 於二零一七年十二月三十一日 25,333 4,191,966 1,063 213,019 434,491 21,730 37,735 1,100 5,228,599 10,155,036 16,971,254 27,126,290

Effect arising from initial application of IFRS 15

首次應用國際財務報告準則 第15號的影響 – – – – – – – – 64,601 64,601 2,112 66,713

At 1 January 2018 (restated) 於二零一八年一月一日 （經重列） 25,333 4,191,966 1,063 213,019 434,491 21,730 37,735 1,100 5,293,200 10,219,637 16,973,366 27,193,003

– F-430 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 161

Consolidated Statement of Changes in Equity (continued)綜合權益變動表（續）

Attributable to owners of the Company

本公司擁有人應佔Capital Share Non-

Share Share redemption Statutory Special Translation Revaluation option Retained controlling

capital premium reserve reserve reserve reserve reserve reserve profits Sub-total interests Total

股本 外幣股本 股份溢價 贖回儲備 法定儲備 特別儲備 換算儲備 重估儲備 購股權儲備 保留溢利 小計 非控股權益 總計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元(Note a) (Note b) (Note c)（附註a） （附註b） （附註c）

Profit for the year 年內溢利 – – – – – – – – 2,408,877 2,408,877 530,590 2,939,467

Exchange differences arising in translating to presentation currency

換算為呈列貨幣產生 之匯兌差額 – – – – – (19,304) – – – (19,304) (6,156) (25,460)

Profit and total comprehensive income for the year

年內溢利及全面收益總額– – – – – (19,304) – – 2,408,877 2,389,573 524,434 2,914,007

Appropriation to statutory reserve 撥至法定儲備 – – – 323,950 – – – – (323,950) – – –

Recognition of equity-settled share based payment

確認權益結算股份 為基礎付款 – – – – – – – 11,487 – 11,487 – 11,487

Exercise of share option 行使購股權 40 8,266 – – – – – (1,100) – 7,206 – 7,206

Shares repurchased and cancelled 購回及註銷股份 (30) (15,820) 30 – – – – – (30) (15,850) – (15,850)

Disposal of subsidiaries (note 50(a)) 出售附屬公司（附註50(a)） – – – – – – – – – – (177,533) (177,533)

Deemed disposal of partial interests in subsidiaries without loss of control (note 50(c))

視為出售部分權益而並無 失去控制權（附註50(c)）

– – – – (6,781) – – – – (6,781) 369,985 363,204

Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） – – – – – – – – – – 1,861,440 1,861,440

Acquisitions of non-controlling interests from non-controlling shareholders of subsidiaries (note 49)

自附屬公司非控股股東 收購非控股權益（附註49）

– – – – (62,662) – – – – (62,662) (816,488) (879,150)

Capital contribution from non-controlling shareholders of subsidiaries

自附屬公司非控股股東 注資 – – – – – – – – – – 622,475 622,475

Decrease in capital contribution by a former non-controlling shareholder of a subsidiary

一間附屬公司的一名前任 非控股股東注資減少

– – – – – – – – – – (25,840) (25,840)

Dividend recognised as distribution (note 12)

確認為分派的股息（附註12）– – – – – – – – (670,393) (670,393) – (670,393)

Dividend paid to non-controlling shareholders of subsidiaries

向附屬公司的非控股 股東派付股息 – – – – – – – – – – (470,210) (470,210)

At 31 December 2018 於二零一八年十二月三十一日 25,343 4,184,412 1,093 536,969 365,048 2,426 37,735 11,487 6,707,704 11,872,217 18,861,629 30,733,846

– F-431 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

162 China Aoyuan Group Limited Annual Report 2018

Consolidated Statement of Changes in Equity (continued)綜合權益變動表（續）

Notes:

(a) The statutory reserve represents the amount transferred from net profit for the year of the subsidiaries established in the People’s Republic of China (the “PRC”) (based on the subsidiaries’ PRC statutory financial statements) in accordance with the relevant PRC laws until the statutory reserve reaches 50% of the registered capital of the subsidiaries. The statutory reserve cannot be reduced except either in setting off the accumulated losses or increasing capital.

(b) Special reserve represents amounts arising from the acquisitions of additional equity interests in subsidiaries from non-controlling shareholders of subsidiaries or disposal/deemed disposal of equity interests in subsidiaries without losing control. It represents the difference between the consideration paid or received and the adjustment to the non-controlling interests in subsidiaries.

(c) Revaluation reserve includes (i) during the year ended 31 December 2007, revaluation surplus arising from transfer of owner-occupied properties to investment properties at the date of change in use amounted to RMB37,735,000 net of related deferred tax was credited to property revaluation reserve; and (ii) disposal of AFS investment during the year ended 31 December 2017 with fair value of RMB2,803,000 recognised in previous years.

附註：

(a) 法定儲備指根據中華人民共和國（「中國」）相關法律，從於中國成立的附屬公司轉撥年內純利（根據附屬公司之中國法定財務報表）轉出金額，直至法定儲備達到附屬公司註冊資本之50%。法定儲備不得減少，惟用於抵銷累計虧損或資本增加除外。

(b) 特別儲備指自附屬公司非控股股東收購於附屬公司的額外股權或出售╱視同出售於附屬公司的股權而並無失去控制權產生的款項，為已付或已收代價與調整附屬公司非控股權益之間的差額。

(c) 重估儲備包括(i)截至二零零七年十二月三十一日止年度，於變動用途日期轉撥自用物業至投資物業所產生的重估盈餘人民幣37,735,000元（經扣除相關遞延稅項）已撥入物業重估儲備；及 (ii)於截至二零一七年十二月三十一日止年度出售於先前年度確認公平值為人民幣2,803,000元的可供出售投資。

– F-432 –

Consolidated Statement of Cash Flows綜合現金流量表

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 163

2018 2017

二零一八年 二零一七年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

OPERATING ACTIVITIES 經營活動Profit before tax 除稅前溢利 6,954,292 3,625,592Adjustments for: 經下列調整： Change in fair value of investment properties 投資物業公平值變動 (544,467) (336,543) Recognition of change in fair value of completed properties for sale upon transfer to investment properties

於轉移至投資物業後確認 可供銷售已竣工物業的 公平值變動 (320,741) –

Change in fair value of derivative financial instruments 衍生金融工具公平值變動 (46) 78,484 Change in fair value of financial assets at FVTPL 按公平值計入損益之

金融資產公平值變動 (24,400) – Finance costs 融資成本 410,559 267,859 Share of results of joint ventures 應佔合營企業業績 (36,558) 116,390 Share of results of associates 應佔聯營公司業績 1,872 (3) (Gain) loss on disposal of subsidiaries 出售附屬公司（收益）虧損 (222,012) 4,201 Share-based payments 以股份為基礎的付款 11,487 1,100 Loss on early redemptions of senior notes 提早贖回優先票據的虧損 – 198,808 Bank interest income 銀行利息收入 (179,231) (75,130) Other interest income 其他利息收入 (78,902) (19,681) Gain on disposal of available-for-sale investment 出售可供出售投資的收益 – (29,153) Depreciation of property, plant and equipment 物業、廠房及設備折舊 118,349 53,328 Release of prepaid lease payments 預付租賃付款撥回 7,603 478 Amortisation of intangible assets 無形資產攤銷 1,098 656 (Gain) loss on disposal of property, plant and equipment

出售物業、廠房及設備 （收益）虧損 (7,636) 4,159

Exchange loss (gain), net 外匯虧損（收益）淨額 605,329 (407,402) Dividend income from equity instruments at fair value through other comprehensive income

來自按公平值計入其他全面 收益之股本工具之股息收入 (2,268) –

Impairment losses on trade and other receivables 貿易及其他應收款減值虧損 24,874 –

Operating cash flows before movements in working capital

營運資金變動前的經營現金流量6,719,202 3,483,143

Decrease (increase) in inventories 存貨減少（增加） 53,521 (93,651)Increase in properties for sale 可供銷售物業增加 (16,380,327) (13,506,630)Decrease (increase) in deposits paid for acquisitions of land use rights and property projects

收購土地使用權及物業項目 已付訂金減少（增加） 937,425 (967,437)

Increase in trade and other receivables 貿易及其他應收款增加 (4,264,155) (2,906,664)Increase in trade and other payables 貿易及其他應付款增加 4,852,001 2,149,423Increase in contract liabilities 合同義務增加 22,570,778 –Increase in deposits received for sale of properties 銷售物業已收訂金增加 – 8,459,010Decrease (increase) in amount due from an non-controlling shareholder of a subsidiary

應收一間附屬公司一名非控股股東 款項減少（增加） 60,000 (60,000)

Cash from (used in) operations 經營所得（所用）現金 14,548,445 (3,442,806)Income taxes paid 已付所得稅 (2,384,556) (1,313,453)Interest paid 已付利息 (3,575,967) (2,006,957)

NET CASH FROM (USED IN) OPERATING ACTIVITIES 經營活動所得（所用）現金淨額 8,587,922 (6,763,216)

– F-433 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

164 China Aoyuan Group Limited Annual Report 2018

Consolidated Statement of Cash Flows (continued)綜合現金流量表（續）

2018 2017

二零一八年 二零一七年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

INVESTING ACTIVITIES 投資活動Placement of restricted bank deposits 存置受限制銀行存款 (2,809,118) (2,968,229)Withdrawal of restricted bank deposits 提取受限制銀行存款 2,298,743 1,682,927Placement of bank and structured deposits 存置銀行及結構性存款 (4,403,000) –Settlement in consideration payable for acquisitions of subsidiaries in prior year

結算以往年度收購附屬公司 的應付代價 (1,675,359) (195,000)

Increase in deposits paid for acquisitions of subsidiaries 收購附屬公司已付訂金增加 (1,320,715) (928,222)Deposit paid for acquisition of a joint venture 收購一間合營企業已付訂金 (1,712) (39,229)Payments for investment properties 投資物業付款 (156,850) (629,570)Acquisitions of subsidiaries (net of cash and cash equivalents acquired)

收購附屬公司（扣除所收購現金及 現金等價物） 48 (5,793,501) (5,097,897)

Purchases of property, plant and equipment 購買物業、廠房及設備 (453,336) (124,392)Purchases of prepaid lease payments 購買預付租賃款項 (73,020) –Proceeds on disposal of property, plant and equipment 出售物業、廠房及設備所得款項 18,768 –Advances to non-controlling shareholders of subsidiaries

向附屬公司非控股股東墊款(4,460,942) (1,184,413)

Repayments from non-controlling shareholders of subsidiaries

附屬公司非控股股東還款4,177,428 245,134

Advances to joint ventures 向合營企業墊款 (1,294,792) (475,492)Repayments from joint ventures 合營企業還款 206,957 –Repayment from associates 聯營公司還款 42,799 –Advances to associates 向聯營公司墊款 (17,566) (73,525)Investments in joint ventures 投資合營企業 (1,518,541) (2,200)Investments in associates 投資聯營公司 (49,000) (100,000)Investment in equity instruments at 投資按公平值計入其他全面收益 fair value through other comprehensive income 之股本工具 (31,465) –Dividend income from equity instruments at fair value through other comprehensive income

來自按公平值計入其他全面收益 之股本工具之股息收入 2,268 –

Investment in financial assets at FVTPL 投資按公平值計入損益之金融資產 (300,000) –Repayments from related parties 關連公司還款 71,381 26,825Decrease (increase) in deposit paid for acquisition of property, plant and equipment

收購物業、廠房及設備已付 訂金減少（增加） 113,504 (278,367)

Disposal of subsidiaries (net of cash and cash equivalents disposed of)

出售附屬公司（扣除所出售現金及 現金等價物） 50(a) 69,401 (39,110)

Interest received 已收利息 227,569 93,638Proceeds from disposal of available-for-sale investment 出售可供出售投資所得款項 – 35,123Proceeds upon maturity of derivative financial instruments

衍生金融工具到期後所得款項4,423 67,190

Purchase of derivative financial instrument 購買衍生金融工具 – (7,649)Proceeds from disposal of investment properties 出售投資物業所得款項 162,589 48,839

NET CASH USED IN INVESTING ACTIVITIES 投資活動所用現金淨額 (16,963,087) (9,943,619)

– F-434 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 165

Consolidated Statement of Cash Flows (continued)綜合現金流量表（續）

2018 2017

二零一八年 二零一七年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

FINANCING ACTIVITIES 融資活動New bank and other borrowings raised 新增銀行及其他借款 28,480,084 24,662,981Repayment of bank and other borrowings 償還銀行及其他借款 (17,373,414) (4,999,807)Proceeds received from senior notes and bonds, net of issue expenses

優先票據及債券所得款項， 扣除發行開支 9,604,182 3,294,099

Repayment of senior notes and bonds 贖回優先票據及債券 (5,466,370) –Early redemption of senior notes and bonds 提早贖回優先票據及債券 (390,305) (2,231,323)Repayment of obligations under finance leases 償還融資租賃承擔 (27,668) –Repayment of other payables 償還其他應付款 (499,470) –Advances from non-controlling shareholders of subsidiaries

墊付自附屬公司的非控股股東962,041 446,493

Repayment to non-controlling shareholders of subsidiaries

向附屬公司的非控股股東還款(245,719) –

Loans from non-controlling shareholders of subsidiaries

來自附屬公司非控股股東的貸款1,039,130 1,639,680

Repayments of loans from non-controlling shareholders of subsidiaries

償還來自附屬公司非控股股東 的貸款 (1,467,480) (902,100)

Advances from joint ventures 墊付自合營企業 3,037,617 94,513Repayments to joint ventures 向合營企業還款 (213,870) –Advance from an associate 墊付自一間聯營公司 29 20Dividends paid to owners of the Company 向本公司擁有人派付股息 (670,393) (400,736)Dividends paid to non-controlling shareholders of subsidiaries of the Company

向本公司附屬公司的非控股股東 派付股息 (470,210) (411,257)

Proceeds from disposal of partial interest in a subsidiary without loss of control

出售一間附屬公司部分權益 （並無失去控制權）所得款項 – 170,730

Proceeds from deemed disposal of partial interests in subsidiaries without loss of controls

視為出售附屬公司部分權益 （並無失去控制權）所得款項 363,204 1,779,830

Acquisition of non-controlling interests from non-controlling shareholders of subsidiaries

向附屬公司的非控股股東收購 非控股權益 (879,150) –

Shares repurchased 已購回股份 (15,850) –Contribution from non-controlling shareholders of subsidiaries

附屬公司非控股股東注資622,475 7,896,000

Decrease in capital contribution by a former non-controlling shareholder of a subsidiary

一間附屬公司的一名前任 非控股股東註資減少 (25,840) –

Exercise of share options 行使購股權 7,206 7,206

NET CASH FROM FINANCING ACTIVITIES 融資活動所得現金淨額 16,370,229 31,046,329

NET INCREASE IN CASH AND CASH EQUIVALENTS 現金及現金等價物增加淨額 7,995,064 14,339,494

EFFECT OF FOREIGN EXCHANGE RATE CHANGES 匯率變動影響 173,042 (41,189)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

於年初的現金及現金等價物24,769,183 10,470,878

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR, REPRESENTED BY BANK BALANCES AND CASH

於年終的現金及現金等價物， 即銀行結餘及現金

32,937,289 24,769,183

– F-435 –

Notes to the Consolidated Financial Statements 綜合財務報表附註For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

166 China Aoyuan Group Limited Annual Report 2018

1. General

The Company is a limited company incorporated in the Cayman

Islands and its shares are listed on the The Stock Exchange

of Hong Kong Limited (the “SEHK”). The addresses of the

registered office and the principal place of business of the

Company are disclosed in the Corporate Information section to

the annual report.

Special resolution was passed by the shareholders of the

Company at a special general meeting of the Company held on

13 November 2018 to change the name of the Company from

“China Aoyuan Property Group Limited” to “China Aoyuan

Group Limited” and to change the dual Chinese name from “中國奧園地產集團股份有限公司” to “中國奧園集團股份有限公司”.

The change of name took effect on 13 November 2018.

The Company’s immediate holding company is Ace Rise Profits

Limited, a limited company which was incorporated as an

exempted company with limited liability in the British Virgin

Islands. Its ultimate holding company is Joy Pacific Group

Limited, a limited liability company incorporated in the British

Virgin Islands which is controlled by Mr. Guo Zi Wen. The

Company acts as an investment holding company. Details of the

principal activities of its subsidiaries are set out in note 59.

The consolidated financial statements are presented in

Renminbi (“RMB”), which is the same as the functional

currency of the Company.

1. 一般資料

本公司為一間於開曼群島註冊成立的有限公司，其股份於香港聯合交易所有限公司（「香港聯交所」）上市。本公司的註冊辦事處地址及主要營業地點於年報內公司資料一節披露。

本公司股東於二零一八年十一月十三日舉行的本公司股東特別大會上通過特別決議案將本公司英文名稱由「China

Aoyuan Property Group Limited」更改為「China Aoyuan Group Limited」，並將本公司雙重中文名稱由「中國奧園地產集團股份有限公司」更改為「中國奧園集團股份有限公司」。變更名稱已於二零一八年十一月十三日生效。

本公司的直接控股公司為Ace Rise Profits

Limited（一間於英屬處女群島註冊成立的獲豁免有限公司）。其最終控股公司為Joy Pacific Group Limited（一間於英屬處女群島註冊成立的有限公司），而Joy

Pacific Group Limited由郭梓文先生控制。本公司為投資控股公司，其附屬公司主要業務詳情載於附註59。

綜合財務報表以本公司功能貨幣人民幣（「人民幣」）呈列。

– F-436 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 167

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”)

The Group has applied the following new and amendments to

IFRSs issued by the International Accounting Standards Board

(the”IASB”) for the first time in the current year.

IFRS 9 Financial Instruments

IFRS 15 Revenue from Contracts with

Customers and the related

Amendments

IFRIC 22 Foreign Currency Transactions

and Advance Consideration

Amendments to IFRS 2 Classification and Measurement

of Share-based Payment

Transactions

Amendments to IFRS 4 Applying IFRS 9 Financial

Instruments with IFRS 4

Insurance Contracts

Amendments to IAS 40 Transfers of Investment Property

Amendments to IAS 28 As part of the Annual

Improvements to IFRS

Standards 2014-2016 Cycle

Except as described below, the application of the above

amendments to IFRSs and the interpretation in the current year

has had no material effect on the Group’s financial performance

and position for the current and prior years and/or disclosures

set out in the consolidated financial statements.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂

於本年度，本集團首次應用下列由國際會計準則委員會（「國際會計準則委員會」）所頒佈新訂國際財務報告準則及對準則的修訂。

國際財務報告準則第9號 金融工具國際財務報告準則 客戶合同收入 第15號 及相關修訂

國際財務報告詮釋委員會 外幣交易 詮釋第22號 及預付代價國際財務報告準則 以股份為基礎的 第2號之修訂 支付交易之 分類及計量國際財務報告準則 應用國際財務報 第4號之修訂 告準則第9號 金融工具與 國際財務報告 準則第4號 保險合同國際會計準則40號之修訂 轉作投資物業國際會計準則第28號 國際財務報告準則 之修訂 二零一四年至 二零一六年週期 的年度改進 的一部分

除以下所述者外，於本年度應用上述對國際財務報告準則的修訂及詮釋對本集團於本年度及過往年度的財務表現及狀況及╱或於綜合財務報表載列的披露並無重大影響。

– F-437 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

168 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 15 Revenue from Contracts with

Customers

The Group has applied IFRS 15 Revenue from Contracts

with Customers for the first time in the current year. IFRS

15 Revenue from Contracts with Customers superseded

IAS 18 Revenue, IAS 11 Construction Contracts and the

related interpretations.

The Group has applied IFRS 15 Revenue from Contracts

with Customers retrospectively with the cumulative effect

of initially applying this Standard recognised at the date

of initial application, 1 January 2018. Any difference at

the date of initial application is recognised in the opening

retained profits (or other components of equity, as

appropriate) and comparative information has not been

restated. Furthermore, in accordance with the transition

provisions in IFRS 15 Revenue from Contracts with

Customers, the Group has elected to apply the Standard

retrospectively only to contracts that are not completed

at 1 January 2018 and has used the practical expedient

for all contract modifications that occurred before the

date of initial application, the aggregate effect of all of

the modifications was reflected at the date of initial

application. Accordingly, certain comparative information

may not be comparable as comparative information was

prepared under IAS 18 Revenue and IAS 11 Construction

Contracts and the related interpretations.

Revenue of the Group mainly consists of revenue derived

from the (i) sales of properties, (ii) rental income, and (iii)

hotel, property management service income and sales of

goods.

Information about the Group’s performance obligations

and the accounting policies resulting from application of

IFRS 15 Revenue from Contracts with Customers are

disclosed in notes 5 and 3 respectively.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第15號客戶合同收入

本集團已於本年度首次採納國際財務報告準則第15號客戶合同收入。國際財務報告準則第15號客戶合同收入取代國際會計準則第18號收入、國際會計準則第11號建築合同及相關詮釋。

本集團已追溯應用國際財務報告準則第15號客戶合同收入，而首次應用該準則的累計影響於二零一八年一月一日首次應用當日確認。於首次應用日期的一切差異已於期初保留盈利或權益的其他部分（如適用）確認，且並無重列比較資料。此外，根據國際財務報告準則第15號客戶合同收入之過渡條文，本集團僅選擇對二零一八年一月一日尚未完成之合同追溯應用該標準，並對首次應用日期前發生的所有合同修改使用簡易適用法，所有修改的總體影響乃於首次應用日期反映。因此，若干比較資料未必能與根據國際會計準則第18號收入及國際會計準則第11號建設合同及相關詮釋編製的比較資料具可比性。

本集團收入主要包括來自 (i)銷售物業、(ii)租金收入、及(iii)酒店、物業管理服務收入及銷售貨物產生的收入。

有關因應用國際財務報告準則第15

號客戶合同收入導致的本集團履約責任及會計政策的資料分別披露於附註5及3。

– F-438 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 169

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 15 Revenue from Contracts with

Customers (continued)

Summary of effects arising from initial application of

IFRS 15 Revenue from Contracts with Customers

The following table summarises the impacts of transition

to IFRS 15 Revenue from Contracts with Customers on

retained profits at 1 January 2018.

Note RMB’000

附註 人民幣千元

Retained profits 保留溢利 5,228,599

Recognition of contract costs 確認合同成本 (a) 86,606

Tax effects 稅務影響 (a) (22,005)

As at 1 January 2018 於二零一八年一月一日 5,293,200

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第15號客戶合同收入（續）

初始應用國際財務報告準則第15號客戶合同收入之影響概述

下表概述於二零一八年一月一日過渡至國際財務報告準則第15號客戶合同收入對保留溢利的影響。

– F-439 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

170 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 15 Revenue from Contracts with

Customers (continued)

Summary of effects arising from initial application

of IFRS 15 Revenue from Contracts with Customers

(continued)

The following adjustments were made to the amounts

recognised in the consolidated statement of financial

position at 1 January 2018. Line items that were not

affected by the changes have not been included.

Carrying Carrying

amounts amounts

previously under

reported at 31 IFRS 15 at

December 1 January

Note 2017 Reclassification Remeasurement 2018

根據國際財務務報告準則

先前已 第15號於於二零一七年 二零一八年十二月三十一日 一月一日的報告的賬面值 重新分類 重新計量 賬面值

RMB’000 RMB’000 RMB’000 RMB‘000

附註 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Current assets 流動資產Trade and other receivables 貿易及其他應收款 (a) 7,407,313 – 88,718 7,496,031

Non-current assets 非流動資產Deferred tax assets 遞延稅項資產 (a) 305,272 – (22,005) 283,267

Capital and reserves 資本及儲備Retained profits 保留溢利 5,228,599 – 64,601 5,293,200

Non-controlling interests 非控股權益 16,971,254 – 2,112 16,973,366

Current liabilities 流動負債Deposits received for sale of properties

銷售物業 已收訂金 34,760,145 (34,760,145) – –

Contract liabilities 合同義務 – 34,760,145 – 34,760,145

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第15號客戶合同收入（續）

初始應用國際財務報告準則第15號客戶合同收入之影響概述（續）

下列為對於二零一八年一月一日之綜合財務狀況表中確認之金額所作出的調整。未受變動影響的項目並不包括在內。

– F-440 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 171

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 15 Revenue from Contracts with

Customers (continued)

Summary of effects arising from initial application

of IFRS 15 Revenue from Contracts with Customers

(continued)

Note:

(a) The Group incurred incremental agency commission to intermediaries in connection with obtaining sales of properties contracts with customers. These amounts were previously expensed as incurred. At the date of initial application of IFRS 15 Revenue from Contracts with Customers, incremental costs of obtaining contracts and the related deferred tax of RMB22,005,000 were recognised with corresponding adjustments to retained profits and non-controlling interests.

The following tables summarise the impacts of applying

IFRS 15 Revenue from Contracts with Customers on the

Group’s consolidated statement of financial position as at

31 December 2018, its consolidated statement of profit or

loss and other comprehensive income and consolidated

statement of cash flows for the current year for each of

the line items affected. Line items that were not affected

by the changes have not been included.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第15號客戶合同收入（續）

初始應用國際財務報告準則第15號客戶合同收入之影響概述（續）

附註：

(a) 本集團就取得與客戶的銷售物業合同向中介公司支付增量佣金。該等金額先前列作開支。於首次應用國際財務報告準則第15號客戶合同收入當日，已確認取得合同的增量成本及相關遞延稅項人民幣22,005,000元，並就保留盈利及非控股權益作出相應調整。

下表概述應用國際財務報告準則第15號客戶合同收入對本集團於二零一八年十二月三十一日之綜合財務狀況表、本年度之綜合損益及其他全面收益表及綜合現金流量表中每項受影響項目的影響。未受變動影響的項目並不包括在內。

– F-441 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

172 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 15 Revenue from Contracts with

Customers (continued)

Impact on the consolidated statement of financial

position

Amounts without

application of

As reported Adjustments IFRS 15

未採用國際財務報告準則

如呈報 調整 第15號之金額RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

Current assets 流動資產Trade and other receivables 貿易及其他應收款 12,274,166 (663,815) 11,610,351

Non-current assets 非流動資產Deferred tax assets 遞延稅項資產 676,948 165,953 842,901

Capital and reserves 資本及儲備Retained profits 保留溢利 6,707,704 (468,143) 6,239,561

Non-controlling interests 非控股權益 18,861,629 (29,719) 18,831,910

Current liabilities 流動負債Deposits received for sale

of properties

銷售物業 已收訂金 – 59,966,365 59,966,365

Contract liabilities 合同義務 59,966,365 (59,966,365) –

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第15號客戶合同收入（續）

對綜合財務狀況表的影響

– F-442 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 173

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 15 Revenue from Contracts with

Customers (continued)

Impact on the consolidated statement of profit and

loss and other comprehensive income

Amounts without

application of

As reported Adjustments IFRS 15

未採用國際財務報告準則

如呈報 調整 第15號之金額RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

Selling and distribution expenses 銷售及分銷開支 (1,432,227) (575,097) (2,007,324)

Profit before tax 除稅前溢利 6,954,292 (575,097) 6,379,195

Income tax expense 所得稅開支 (4,014,825) 143,948 (3,870,877)

Profit for the year 年內溢利 2,939,467 (431,149) 2,508,318

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第15號客戶合同收入（續）

對綜合損益及其他全面收益表之影響

– F-443 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

174 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.1 IFRS 15 Revenue from Contracts with

Customers (continued)

Impact on the consolidated statement of cash flows

Amounts without

application of

As reported Adjustments IFRS 15

未採用國際財務報告準則

如呈報 調整 第15號之金額RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

OPERATING ACTIVITIES 經營活動Profit before tax 除稅前溢利 6,954,292 (575,097) 6,379,195

Operating cash flows before

movements in working capital

營運資金變動前之 經營現金流量 6,694,328 (575,097) 6,119,231

Increase in trade and other

receivables

貿易及其他應收款 增加 (4,239,281) 575,097 (3,664,184)

Increase in contract liabilities 合同義務增加 22,570,778 (22,570,778) -

Increase in deposits received

for sale of properties

銷售物業 已收訂金增加 – 22,570,778 22,570,778

Cash from operating activities 經營活動所得現金 14,548,445 – 14,548,445

Net cash from operating

activities

經營活動所得現金 淨額 8,587,922 – 8,587,922

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.1 國際財務報告準則第15號客戶合同收入（續）

對綜合現金流量表的影響

– F-444 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 175

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.2 IFRS 9 Financial Instruments and the related

amendments

In the current year, the Group has applied IFRS 9

Financial Instruments and the related consequential

amendments to other IFRSs. IFRS 9 Financial Instruments

introduces new requirements for 1) the classification and

measurement of financial assets and financial liabilities,

2) expected credit losses (“ECL”) for financial assets

and other items (for example, contract assets, financial

guarantee contracts) and 3) general hedge accounting.

The Group has applied IFRS 9 Financial Instruments in

accordance with the transition provisions set out in IFRS

9 Financial Instruments, i.e. applied the classification and

measurement requirements (including impairment under

ECL model) retrospectively to instruments that have not

been derecognised as at 1 January 2018 (date of initial

application) and has not applied the requirements to

instruments that have already been derecognised as at 1

January 2018. The difference between carrying amounts

as at 31 December 2017 and the carrying amounts as at

1 January 2018 are recognised in the opening retained

profits, without restating comparative information.

Accordingly, certain comparative information may not be

comparable as comparative information was prepared

under IAS 39 Financial Instruments: Recognition and

Measurement.

Accounting policies resulting from application of IFRS 9

Financial Instruments are disclosed in note 3.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.2 國際財務報告準則第9號金融工具及相關修訂

於本年度，本集團已採用國際財務報告準則第9號金融工具及其他國際財務報告準則的相關修訂。國際財務報告準則第9號金融工具就1) 金融資產及金融負債的分類及計量、2) 金融資產及其他項目（例如合同資產及融資擔保合同）的預期信貸虧損（「預期信貸虧損」）及3) 一般對沖會計處理引入新規定。

本集團已根據國際財務報告準則第9號金融工具所載的過渡條文採用國際財務報告準則第9號金融工具，即是將分類及計量規定（包括預期信貸虧損模式下的減值）追溯應用於二零一八年一月一日（初始採用日期）尚未取消確認的工具，且並無將該等規定應用於於二零一八年一月一日已取消確認的工具。二零一七年十二月三十一日之賬面值與二零一八年一月一日之賬面值間的差額於期初保留溢利中確認，並無重列比較資料。

由於若干比較資料乃根據國際會計準則第39號金融工具：確認及計量編製，因此，若干比較資料可能無法用作比較。

應用國際財務報告準則第9號金融工具所導致的會計政策披露於附註3。

– F-445 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

176 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.2 IFRS 9 Financial Instruments and the related

amendments (continued)

No impacts of transition to IFRS 9 Financial Instruments

on retained profits and classification and measurement of

financial assets and financial liabilities of 1 January 2018.

Impairment under ECL model

As at 1 January 2018, the directors of the Company have

reviewed and assessed the Group’s existing financial

assets for impairment using reasonable and supportable

information that is available without undue cost or effort

in accordance with the requirements of IFRS 9 Financial

Instruments and have concluded that no material financial

impact exists, and therefore no adjustment to the opening

retained profits as at 1 January 2018 has been recognised.

For outstanding financial guarantees provided to a joint

venture of RMB1,920,000,000, the Group considers there

has been no significant increase in credit risk since initial

recognition and hence the loss allowance is assessed on

12m ECL basis.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.2 國際財務報告準則第9號金融工具及相關修訂（續）

過渡至國際財務報告準則第9號金融工具對二零一八年一月一日保留溢利及金融資產及金融負債的分類及計量並無影響。

預期信貸虧損模式下的減值

於二零一八年一月一日，本公司董事已根據國際財務報告準則第9號金融工具的規定使用無須過度成本或精力即可獲得的合理有據資料審閱及評估本集團現有金融資產的減值，並認為不存在重大財務影響，及因此，無須對已於二零一八年一月一日確認的期初保留溢利作出調整。

就提供予一間合營企業的未償還財務擔保人民幣1,920,000,000元而言，本集團認為信貸風險自初始確認起並無大幅增加，因此虧損撥備按12個月預期信貸虧損的基準評估。

– F-446 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 177

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

2.3 Impacts and changes in accounting policies

of application on Amendments to IAS 40

“Transfers of Investment Property”

The amendments clarify that a transfer to or from

investment property necessitates an assessment of

whether a property meets, or has ceased to meet, the

definition of investment property, supported by evidence

that a change in use has occurred. The amendments

further clarify that situations other than the ones listed

in IAS 40 Transfers of Investment Property may evidence

a change in use, and that a change in use is possible for

properties under construction (i.e. a change in use is not

limited to completed properties).

At the date of initial application, the Group assessed the

classification of certain properties based on conditions

existed at that date. There is no impact to the classification

at 1 January 2018.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

2.3 應用國際會計準則第40號之修訂「轉作投資物業」之會計政策的影響及變動

該等修訂澄清轉至或轉自投資物業需評估物業是否符合或不再符合投資物業之定義，該定義須以證據支持其用途改變。該等修訂進一步澄清國際會計準則第40號轉作投資物業所列情況外之情況或可證明用途改變，而該用途改變可能適用於在建物業（即用途變動不僅限於已竣工物業）。

於首次應用日期，本集團基於於該日期存在的狀況評估若干物業的分類，並無對二零一八年一月一日的分類有影響。

– F-447 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

178 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not

yet effective

The Group has not early applied the following new and revised

IFRSs that have been issued but are not yet effective.

IFRS 16 Leases1

IFRS 17 Insurance Contracts3

IFRIC 23 Uncertainty over Income Tax

Treatments1

Amendments to IFRS 3 Definition of a Business4

Amendments to IFRS 9 Prepayment Features with Negative

Compensation1

Amendments to Sale or Contribution of Assets

IFRS 10 and between an Investor and its

IAS 28 Associate or Joint Venture2

Amendments to IAS 1 Definition of Material5

and IAS 8

Amendments to IAS 19 Plan Amendment, Curtailment

or Settlement1

Amendments to IAS 28 Long-term Interests in Associates

and Joint Ventures1

Amendments to IFRSs Annual Improvements to IFRS

Standards 2015-2017 Cycle1

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂

本集團並無提早應用下列已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂。

國際財務報告準則第16號 租賃 1

國際財務報告準則第17號 保險合同 3

國際財務報告 所得稅處理的 詮釋委員會 不確定性 1

詮釋第23號國際財務報告準則 業務的定義 4

第3號之修訂國際財務報告準則 提早還款特性 第9號之修訂 及負補償 1

國際財務報告準則 投資者與其聯營公司 第10號及國際會計 或合營企業之間的 準則第28號之修訂 資產出售 或投入 2

國際會計準則第1號及國際 材料的定義 5

會計準則第8號之修訂國際會計準則 計劃修訂、縮減或 第19號之修訂 支付 1

國際會計準則 於聯營公司及合營 第28號之修訂 企業的長期權益 1

國際財務報告準則 國際財務報告準則於 之修訂 二零一五年至 二零一七年 週期的年度改進 1

– F-448 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 179

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not

yet effective (continued)

1 Effective for annual periods beginning on or after 1 January 2019

2 Effective for annual periods beginning on or after a date to be determined3 Effective for annual periods beginning on or after 1 January 2021

4 Effective for business combinations and asset acquisitions for which the acquisition date is on or after the beginning of the first annual period beginning on or after 1 January 2020

5 Effective for annual periods beginning on or after 1 January 2020

Except for the new and amendments to IFRSs mentioned

below, the directors of the Company anticipate that the

application of all other new and amendments to IFRSs will have

no material impact on the consolidated financial statements in

the foreseeable future.

IFRS 16 Leases

IFRS 16 Leases introduces a comprehensive model for the

identification of lease arrangements and accounting treatments

for both lessors and lessees. IFRS 16 Leases will supersede

IAS 17 Leases and the related interpretations when it becomes

effective.

IFRS 16 Leases distinguishes lease and service contracts on the

basis of whether an identified asset is controlled by a customer.

In addition, IFRS 16 Leases requires sales and leaseback

transactions to be determined based on the requirements of

IFRS 15 Revenue from Contracts with Customers as to whether

the transfer of the relevant asset should be accounted as a sale.

IFRS 16 Leases also includes requirements relating to subleases

and lease modifications.

Distinctions of operating leases and finances leases are

removed for lessee accounting, and is replaced by a model

where a right-of-use asset and a corresponding liability have to

be recognised for all leases by lessees, except for short-term

leases and leases of low values assets.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂（續）

1 於二零一九年一月一日或之後開始的年度期間生效

2 於待定日期或之後開始的年度期間生效3 於二零二一年一月一日或之後開始的年度期

間生效4 於收購日期為二零二零年一月一日或之後開

始首個年度期間或之後的業務合併及資產收購生效

5 於二零二零年一月一日或之後開始的年度期間生效

除下文提及之新訂國際財務報告準則及對準則之修訂外，本公司董事預期應用全部其他新訂國際財務報告準則及對準則之修訂對可見未來之綜合財務報表概無重大影響。

國際財務報告準則第16號租賃

國際財務報告準則第16號租賃為識別出租人及承租人的租賃安排及會計處理引入一個綜合模式。國際財務報告準則第16號租賃於生效日期起將取代現有租賃確認指引，包括國際會計準則第17號租賃及有關詮釋。

國際財務報告準則第16號租賃根據所識別資產是否由客戶控制來區分租賃及服務合約。此外，國際財務報告準則第16

號租賃規定售後租回交易根據國際財務報告準則第15號客戶合同收入有關轉讓相關資產是否應作為銷售入賬的規定而釐定。國際財務報告準則第16號租賃亦包括有關分租及租賃修改的規定。

除短期租賃及低值資產情況外，經營租賃及融資租賃的差異自承租人會計處理中移除，並由承租人須就所有租賃確認使用權資產及相應負債的模式替代。

– F-449 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

180 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not

yet effective (continued)

IFRS 16 Leases (continued)

The right-of-use asset is initially measured at cost and

subsequently measured at cost (subject to certain exceptions)

less accumulated depreciation and impairment losses, adjusted

for any remeasurement of the lease liability. The lease liability

is initially measured at the present value of the lease payment

that are not paid at that date. Subsequently, the lease liability is

adjusted for interest and lease payments, as well as the impact

of lease modifications, amongst others. For the classification

of cash flows, the Group currently presents upfront prepaid

lease payments as investing cash flows in relation to leasehold

lands for owned use and those classified as investment

properties while other operating lease payments are presented

as operating cash flows. Upon application of IFRS 16 Leases,

lease payments in relation to lease liability will be allocated into

a principal and an interest portion which will be presented as

financing and operating cash flows by the Group respectively,

and upfront prepaid lease payments will continue to be

presented as investing or operating cash flows in accordance to

the nature, as appropriate.

Under IAS 17 Leases, the Group has already recognised prepaid

lease payment for leasehold lands where the Group is a lessee.

The application of IFRS 16 Leases may result in potential

changes in classification of these assets depending on whether

the Group presents right-of-use assets separately or within the

same line item at which the corresponding underlying assets

would be presented if they were owned.

Other than certain requirements which are also applicable to

lessor, IFRS 16 Leases substantially carries forward the lessor

accounting requirements in IAS 17 Leases, and continues to

require a lessor to classify a lease either as an operating lease or

a finance lease.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂（續）

國際財務報告準則第16號租賃（續）

使用權資產初步按成本計量，隨後按成本（若干例外情況除外）減累計折舊及減值虧損計量，經租賃負債任何重新計量調整。租賃負債初步按當時未支付租賃付款現值計量。隨後，租賃負債經（其中包括）利息及租賃付款以及租賃修改影響予以調整。就現金流分類而言，本集團現時呈列先期預付租賃款項作為有關自用租賃土地及該等分類為投資物業的投資現金流，而其他經營租賃付款呈列為經營現金流。根據國際財務報告準則第16號，有關租賃負債租賃付款將分配至本金及利息部分，將由本集團分別呈列為融資及經營現金流，同時先期預付款項將根據性質繼續呈列為投資或經營現金流，倘適用。

根據國際會計準則第17號租賃，本集團已就租賃土地（本集團作為承租人）確認預付租賃付款確認資產。應用國際財務報告準則第16號租賃可能導致該等資產分類的潛在變動，視乎本集團是否分開呈列使用權資產或按將呈列相應有關資產（如擁有）相同項目呈列。

除亦適用於出租人之若干規定外，國際財務報告準則第16號租賃大致上轉承國際會計準則第17號租賃之出租人會計法規定，並繼續要求出租人將租賃分類為經營租賃或融資租賃。

– F-450 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 181

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not

yet effective (continued)

IFRS 16 Leases (continued)

As at 31 December 2018, the Group has non-cancellable

operating lease commitments as lessee of RMB405,391,000

as disclosed in note 53. These arrangements will meet the

definition of a lease. Upon application of IFRS 16 Leases, the

Group will recognise a right-of-use asset and a corresponding

liability in respect of all these leases unless they qualify for low

value or short-term leases.

In addition, the Group currently considers refundable rental

deposits paid of RMB12,872,000 and refundable rental deposits

received of RMB43,397,000 as rights and obligations under

leases to which IAS 17 Leases applies. Based on the definition

of lease payments under IFRS 16 Leases, such deposits

are not payments relating to the right to use the underlying

assets, accordingly, the carrying amounts of such deposits

may be adjusted to amortised cost and such adjustments

are considered as additional lease payments. Adjustments

to refundable rental deposits paid would be considered as

additional lease and included in the carrying amount of right-of-

use assets. Adjustments to refundable rental deposits received

would be considered as advanced lease payments.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂（續）

國際財務報告準則第16號租賃（續）

於二零一八年十二月三十一日， 本集團擁有不可撤銷經營租賃承擔人民幣405,391,000元（如附註53所披露）。該等安排將符合租賃界定。本集團將確認使用權資產及有關所有該等租賃的相應負債，除非於應用國際財務報告準則第16

號租賃後符合低價值或短期租賃。

此外，本集團現時認為支付可退回租賃按金人民幣12,872,000元及收取可退回租賃按金人民幣43,397,000元作為國際會計準則第17號租賃項下之權利及負債。根據國際財務報告準則第16號租賃項下租賃付款之定義，該等按金並不為與使用相關資產權利有關的付款，因此，該等按金之賬面值或會調整為攤銷成本，且該調整被視為額外租賃付款。對支付可退回租賃按金的調整將會被視為額外租賃及計入使用權資產的賬面值。對收回可退回租賃按金的調整被視為預付租賃付款。

– F-451 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

182 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not

yet effective (continued)

IFRS 16 Leases (continued)

The application of new requirements may result changes in

measurement, presentation and disclosure as indicated above.

The Group elects the practical expedient to apply IFRS 16

Leases to contracts that were previously identified as leases

applying IAS 17 Leases and not apply this standard to contracts

that were not previously identified as containing a lease

applying IAS 17 Leases. Therefore, the Group will not reassess

whether the contracts are, or contain a lease which already

existed prior to the date of initial application. Furthermore,

the Group elects the modified retrospective approach for the

application of IFRS 16 Leases as lessee and will recognise the

cumulative effect of initial application to opening accumulated

losses without restating comparative information.

Amendments to IFRS 3 Definition of a Business

The amendments clarify the definition of a business and provide

additional guidance with the objective of assisting entities to

determine whether a transaction should be accounted for as a

business combination or an asset acquisition. Furthermore, an

optional concentration test is introduced to permit a simplified

assessment of whether an acquired set of activities and

assets is not a business. The amendments will be mandatorily

effective to the Group prospectively for acquisition transactions

completed on or after 1 January 2020.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂（續）

國際財務報告準則第16號租賃（續）

採用新規定或會導致上述計量、呈列及披露的變動。本集團選擇可行權宜方法，就先前應用國際會計準則第17號租賃識別為租賃的合約應用國際財務報告準則第16號租賃，而並無對先前應用國際會計準則第17號租賃並未識別為包括租賃的合約應用該準則。因此，本集團將不會重新評估合約是否為或包括於首次應用日期前已存在的租賃。此外，本集團（作為承租人）選擇經修訂追溯法應用國際財務報告準則第16號租賃，並將確認首次應用對期初累計虧損的累計影響，而並無重列比較資料。

國際財務報告準則第3號之修訂業務的定義

該修訂澄清業務的定義並提供額外指引，以協助實體確定交易是否應作為業務合併或資產收購入賬。此外，引入可選集中性測試，以簡化評估所收購一系列活動及資產是否並非業務。修訂將於本集團就於二零二零年一月一日或之後完成的收購交易強制生效。

– F-452 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 183

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

2. Application of New and Amendments to International Financial Reporting Standards (“IFRSs”) (continued)

New and amendments to IFRSs in issue but not

yet effective (continued)

Amendments to IAS 1 and IAS 8 Definition of Material

The amendments provide refinements to the definition of

material by including additional guidance and explanations

in making materiality judgements. The amendments also

align the definition across all IFRS Standards and will be

mandatorily effective for the Group’s annual period beginning

on 1 January 2020. The application of the amendments is not

expected to have significant impact on the financial position and

performance of the Group but may affect the presentation and

disclosures in the consolidated financial statements.

3. Significant Accounting Policies

The consolidated financial statements have been prepared in

accordance with IFRSs issued by the IASB. In addition, the

consolidated financial statements include applicable disclosures

required by the Rules Governing the Listing of Securities on

the SEHK (“Listing Rules”) and by the Hong Kong Companies

Ordinance.

The consolidated financial statements have been prepared

on the historical cost basis except for certain properties and

financial instruments that are measured at fair values at the end

of the reporting period, as explained in the accounting policies

set out below.

2. 應用新訂國際財務報告準則（「國際財務報告準則」）及對準則的修訂（續）

已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂（續）

國際會計準則第1號及國際會計準則第8

號之修訂材料的定義

修訂通過納入於作出重要判斷時的額外指引及解釋，規定材料定義的改進。修訂亦與所有國際財務報告準則中的定義保持一致及將於本集團自二零二零年一月一日開始年度期間強制生效。預期應用修訂不會對本集團財務狀況及表現有重大影響，但可能影響綜合財務報表中的呈列及披露。

3. 主要會計政策

綜合財務報表已根據國際會計準則委員會頒佈之國際財務報告準則編製。此外，綜合財務報表包括香港聯交所證券上市規則（「上市規則」）及香港公司條例所規定之適用披露事項。

除下文會計政策所述於報告期末若干物業及金融工具以公平值計量外，綜合財務報表按歷史成本基準編製。

– F-453 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

184 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Historical cost is generally based on the fair value of the

consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset

or paid to transfer a liability in an orderly transaction between

market participants at the measurement date, regardless of

whether that price is directly observable or estimated using

another valuation technique. In estimating the fair value

of an asset or a liability, the Group takes into account the

characteristics of the asset or liability if market participants

would take those characteristics into account when pricing

the asset or liability at the measurement date. Fair value for

measurement and/or disclosure purposes in these consolidated

financial statements is determined on such a basis, except for

share-based payment transactions that are within the scope

of IFRS 2 Share-based Payment, leasing transactions that are

within the scope of IAS 17 Leases, and measurements that have

some similarities to fair value but are not fair value, such as net

realisable value in IAS 2 Inventories or value in use in IAS 36

Impairment of Assets.

A fair value measurement of a non-financial asset takes into

account a market participant’s ability to generate economic

benefits by using the asset in its highest and best use or by

selling it to another market participant that would use the asset

in its highest and best use.

For financial instruments and investment properties which

are transacted at fair value and a valuation technique that

unobservable inputs is to be used to measure fair value in

subsequent periods, the valuation technique is calibrated so that

at initial recognition the results of the valuation technique equals

the transaction price.

In addition, for financial reporting purposes, fair value

measurements are categorised into Level 1, 2 or 3 based on the

degree to which the inputs to the fair value measurements are

observable and the significance of the inputs to the fair value

measurement in its entirety, which are described as follows:

3. 主要會計政策（續）

歷史成本一般基於交易貨品及服務時所涉代價的公平值。

公平值是指市場參與者之間在計量日期進行之有序交易中出售一項資產所收取價格或轉移一項負債所支付價格，無論該價格是採用其他估值技術直接觀察或估計。在對資產或負債公平值作出估計時，本集團考慮市場參與者在計量日期為該資產或負債進行定價時將會考慮之特徵。於本綜合財務報表中計量及╱ 或披露之公平值均按此基準釐定，惟不包括國際財務報告準則第2號以股份為基礎的支付範圍內的以股份為基礎支付的交易、國際會計準則第17號租賃範圍內的租賃交易、以及與公平值類似但並非公平值的計量，例如國際會計準則第2號存貨中之可變現淨值或國際會計準則第36

號資產減值中之使用價值。

非金融資產之公平值計量乃考慮市場參與者通過使用其資產之最高及最佳用途或將其出售予將使用其最高及最佳用途之另一市場參與者，而能夠產生經濟利益之能力。

就按公平值交易的金融工具及於其後期間使用不可觀察輸入數據計量公平值的估值技術而言，估值技術會進行調整，以致初步確認時估值技術的結果等於交易價格。

此外，就財務報告而言，公平值計量根據公平值計量之輸入數據可觀察程度及公平值計量之輸入數據對其整體重要性分類為第一級、第二級或第三級，詳情如下：

– F-454 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 185

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

markets for identical assets or liabilities that the Group can

access at the measurement date;

included within Level 1, that are observable for the asset

or liability, either directly or indirectly; and

liability.

The principal accounting policies adopted are set out below:

Basis of consolidation

The consolidated financial statements incorporate the financial

statements of the Company and entities controlled by the

Company and its subsidiaries. Control is achieved where the

Company:

involvement with the investee; and

The Group reassesses whether or not it controls an investee if

facts and circumstances indicate that there are changes to one

or more of the three elements of control listed above.

3. 主要會計政策（續）

第一級輸入數據為本集團於計量日期可以取得之相同資產或負債於活躍市場之報價（未經調整）；

第二級輸入數據為就資產或負債直接或間接地可觀察之輸入數據（第一級內包括之報價除外）；及

第三級輸入數據為資產或負債之不可觀察輸入數據。

所採納的主要會計政策載列如下：

綜合基準

綜合財務報表包括本公司及受本公司及其附屬公司控制之實體之財務報表。本公司在下列情況下，即屬擁有控制權：

有權控制被投資方；

因其參與被投資方業務而對可變回報承擔風險或享有權利；及

有能力以其權力影響其回報。

倘有事實及情況顯示上列三項控制權條件之其中一項或多項有變，本集團會重新評估其是否控制被投資方。

– F-455 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

186 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Basis of consolidation (continued)

When the Group has less than a majority of the voting rights

of an investee, it has power over the investee when the voting

rights are sufficient to give it the practical ability to direct

the relevant activities of the investee unilaterally. The Group

considers all relevant facts and circumstances in assessing

whether or not the Group’s voting rights in an investee are

sufficient to give it power, including:

to the size and dispersion of holdings of the other vote

holders;

holders or other parties;

the Group has, or does not have, the current ability to

direct the relevant activities at the time that decisions

need to be made, including voting patterns at previous

shareholders’ meetings.

Consolidation of a subsidiary begins when the Group obtains

control over the subsidiary and ceases when the Group loses

control of the subsidiary. Specifically, income and expenses of a

subsidiary acquired or disposed of during the year are included

in the consolidated statement of profit or loss and other

comprehensive income from the date of the Group gains control

until the date when the Group ceases to control the subsidiary.

3. 主要會計政策（續）

綜合基準（續）

倘本集團於投資對象的投票權未能佔大多數，則當投票權足以賦予本集團實際能力以單方面指揮投資對象的相關活動時即對投資對象擁有權力。本集團於評估本集團於投資對象的投票權是否足以賦予其權力時考慮所有相關事實及情況，包括：

相對其他投票權持有人所持投票權的數量及分散情況，本集團持有投票權的數量；

本集團、其他投票權持有人或其他人士持有的潛在投票權；

其他合同安排產生的權利；及

需要作出決定時，顯示本集團目前能夠或不能指揮相關活動之任何額外事實及情況（包括於過往股東大會上之投票模式）。

當本集團取得附屬公司之控制權，便將該附屬公司綜合入賬；當本集團失去附屬公司之控制權，便停止將該附屬公司綜合入賬。具體而言，年內收購或出售之附屬公司之收入及支出會於本集團取得控制權當日起計入綜合損益及其他全面收益表，直至本集團對該附屬公司之控制權終止當日為止。

– F-456 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 187

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Basis of consolidation (continued)

Profit or loss and each item of other comprehensive income

are attributed to the owners of the Company and to the

non-controlling interests. Total comprehensive income of

subsidiaries is attributed to the owners of the Company and

to the non-controlling interests even if this results in the non-

controlling interests having a deficit balance.

When necessary, adjustments are made to the financial

statements of subsidiaries to bring their accounting policies in

line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses

and cash flows relating to transactions between members of

the Group are eliminated in full on consolidation.

Non-controlling interests in subsidiaries are presented

separately from the Group’s equity therein, which represent

present ownership interests entitling their holders to a

proportionate share of net assets of the relevant subsidiaries

upon liquidation.

Changes in the Group’s ownership interests in existing

subsidiaries

Changes in the Group’s ownership interests in existing

subsidiaries that do not result in the Group losing control over

the subsidiaries are accounted for as equity transactions.

The carrying amounts of the Group’s relevant components

of equity including reserves and the non-controlling interests

are adjusted to reflect the changes in their relative interests in

the subsidiaries, including re-attribution of relevant reserves

between the Group and the non-controlling interests according

to the Group’s and the non-controlling interests’ proportionate

interests. Any difference between the amount by which the

non-controlling interests are adjusted, and the fair value of the

consideration paid or received is recognised directly in equity

and attributed to owners of the Company.

3. 主要會計政策（續）

綜合基準（續）

損益及其他全面收益各項目乃本公司擁有人及非控股權益分佔。附屬公司全面收益總額乃本公司擁有人及非控股權益分佔，即使導致非控股權益產生虧絀結餘。

如有需要，會對附屬公司之財務報表作出調整，以使彼等之會計政策與本集團之會計政策一致。

與本集團成員公司之間交易有關之所有集團內資產及負債、權益、收入、開支及現金流量已於綜合賬目時全數對銷。

附屬公司非控股權益自本集團於其中的權益中獨立呈列，於清盤後相當於其持有人有權按比例分佔相關附屬公司資產淨值之現存所有權權益。

本集團於現有附屬公司之所有權權益之變動

本集團於現有附屬公司之所有權權益並無導致本集團失去對附屬公司之控制權之變動入賬為股權交易。本集團權益（包括儲備）及非控股權益的相關部分之賬面值作出調整，以反映其於附屬公司之有關權益之變動，包括根據本集團及非控股權益比例權益在本集團與非控股權益間重新分配相關準備金。所調整的非控股權益金額與已付或已收代價公平值之間之差額直接確認為股權及由本公司擁有人分佔。

– F-457 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

188 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Basis of consolidation (continued)

Changes in the Group’s ownership interests in existing

subsidiaries (continued)

When the Group losses control of a subsidiary, the assets and

liabilities of that subsidiary and non-controlling interests (if any)

are derecognised. A gain or loss is recognised in profit or loss

and is calculated as the difference between (i) the aggregate

of the fair value of the consideration received and the fair

value of any retained interest and (ii) the previous carrying

amount of the assets (including goodwill), and liabilities of

the subsidiary attributable to the owners of the Company. All

amounts previously recognised in other comprehensive income

in relation to the subsidiary are accounted for as if the Group

has directly disposed of the related assets or liabilities of the

subsidiary (i.e. reclassified to profit or loss or transferred to

another category of equity as specific/permitted by applicable

IFRSs). The fair value of any investment retained in the former

subsidiary at the date when control is lost is regarded as the

fair value on initial recognition for subsequent accounting under

IAS 39 Financial Instruments: Recognition and Measurement or,

when applicable, the cost on initial recognition of an investment

in an associate or a joint venture.

Business combinations

Acquisitions of businesses are accounted for using the

acquisition method. The consideration transferred in a business

combination is measured at fair value, which is calculated as the

sum of the acquisition-date fair values of the assets transferred

by the Group, liabilities incurred by the Group to the former

owners of the acquiree and the equity interests issued by the

Group in exchange for control of the acquiree. Acquisition-

related costs are generally recognised in profit or loss as

incurred.

3. 主要會計政策（續）

綜合基準（續）

本集團於現有附屬公司之所有權權益之變動（續）

當本集團失去一間附屬公司之控制權，將終止確認該附屬公司之資產或負債及非控股權益（如有），且會於損益內確認收益或虧損，並按 (i)已收代價之公平值及任何保留權益之公平值之總額與 (ii)本公司擁有人分佔該附屬公司之資產（包括商譽）及負債之先前賬面值之差額計算。先前就附屬公司而於其他全面收益確認之全部款額，將按猶如本集團已直接出售附屬公司相關資產或負債入賬（即按適用國際財務報告準則之指定╱ 許可重新分類至損益或轉撥至另一類別權益）。失去控制權當日前附屬公司所保留之任何投資之公平值視為首次確認時之公平值，隨後根據國際會計準則第39號金融工具：確認及計量進行會計處理（或如適用），視為於一間聯營公司或合營企業投資的初始確認後的成本。

業務合併

收購業務採用購買法進行會計處理。業務合併轉讓之代價會以公平值計量，按為換取被收購者的控制權本集團轉讓的資產、本集團承擔被收購者前擁有人的負債，以及本集團發行的股本權益於收購日的公平值的總額計算。與收購有關的成本一般會於發生時於損益確認。

– F-458 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 189

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Business combinations (continued)

At the acquisition date, the identifiable assets acquired and

the liabilities assumed are recognised at their fair value at the

acquisition date, except that:

to employee benefit arrangements are recognised and

measured in accordance with IAS 12 Income Taxes and

IAS 19 Employee Benefits respectively;

payment arrangement of the acquiree or share-based

payment arrangement of the Group entered into to

replace share-based payment arrangements of the

acquiree are measured in accordance with IFRS 2 Share-

based Payment at the acquisition date (see the accounting

policy below); and

sale in accordance with IFRS 5 Non-current Assets Held

for Sale and Discontinued Operations are measured in

accordance with that standard.

Goodwill is measured as the excess of the sum of the

consideration transferred, the amount of any non-controlling

interests in the acquiree, and the fair value of the acquirer’s

previously held equity interest in the acquiree (if any) over the

net amounts of the identifiable assets acquired and the liabilities

assumed as at acquisition date. If, after re-assessment, the

net amount of the acquisition-date amounts of the identifiable

assets acquired and liabilities assumed exceeds the sum of the

consideration transferred, the amount of any non-controlling

interests in the acquiree and the fair value of the acquirer’s

previously held interest in the acquiree (if any), the excess is

recognised immediately in profit or loss as a bargain purchase

gain.

3. 主要會計政策（續）

業務合併（續）

於收購日，被收購的可識別資產、承擔負債應按其在收購日的公平值予以確認，惟以下各項除外：

遞延稅項資產或負債及僱員福利安排的相關資產或負債應分別按國際會計準則第12號所得稅和國際會計準則第19號僱員福利予以確認和計量；

於收購日，有關被收購者以股份為基礎支付的安排或訂立本集團的以股份為基礎支付的安排以取代被收購者的以股份為基礎支付的安排之負債或股本工具，應按國際財務報告準則第2號以股份為基礎的付款計量（參看以下會計政策）；及

按照國際財務報告準則第5號持有待售的非流動資產和終止經營歸類為持有待售的資產（或出售集團）應按該準則予以計量。

商譽按轉讓代價，於被收購者非控股權益金額及之前於被收購者持有股本權益（如有）公平值之總和與已收購可識別資產及承擔負債於收購日淨值之差額計量。如果在重新評估後，已收購可識別淨資產及承擔負債於收購日之淨值額超過轉讓價、在被購者的任何非控股權益金額以及購買方先前在被收購者持有的權益（如有）的總額，超出的差額立即作為議價購入收益計入損益。

– F-459 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

190 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Business combinations (continued)

Non-controlling interests that are present ownership interests

and entitle their holders to a proportionate share of the relevant

subsidiary’s net assets in the event of liquidation are initially

measured either at fair value or at the non-controlling interests’

proportionate share of the recognised amounts of the acquiree’s

identifiable net assets. The choice of measurement basis is

made on a transaction-by-transaction basis. Other types of non-

controlling interests are measured at their fair value or, when

applicable, on the basis specified in another IFRS.

When the consideration transferred by the Group in a

business combination includes a contingent consideration

arrangement, the contingent consideration is measured

at its acquisition-date fair value and included as part of the

consideration transferred in a business combination. Changes

in the fair value of the contingent consideration that qualify as

measurement period adjustments are adjusted retrospectively,

with the corresponding adjustments made against goodwill.

Measurement period adjustments are adjustments that arise

from additional information obtained during the “measurement

period” (which cannot exceed one year from the acquisition

date) about facts and circumstances that existed at the

acquisition date.

Acquisition of a subsidiary not constituting a business

When the Group acquires a group of assets and liabilities that do

not constitute a business, the Group identifies and recognises

the individual identifiable assets acquired and liabilities assumed

by allocating the purchase price first to the financial assets and

financial liabilities at the respective fair value, the remaining

balance of the purchase price is then allocated to the other

identifiable assets and liabilities on the basis of their relative fair

values at the date of purchase. Such a transaction does not give

rise to goodwill or bargain purchase gain.

3. 主要會計政策（續）

業務合併（續）

非控股權益為現有擁有權益，當發生清盤時給予持有人相應於相關附屬公司淨資產佔有比例。其初步以公平值或非控股權益於被收購者可識別淨資產應佔確認金額計量，計量基準選擇按個別交易基準決定。其他種類非控股權益按公平值或（當適用）按其他國際財務報告準則要求之基準計量。

倘本集團於業務合併中轉讓之代價包括或然代價安排，則或然代價按其於收購日之公平值計量，並計入於業務合併轉讓之代價之一部分。符合資格為計量期間調整之或然代價公平值變動將予追溯調整，並對商譽作出相應調整。計量期間調整為於「計量期間」（不可超過自收購日起計一年）取得有關於收購日已存在之事實及情況之額外資料產生之調整。

收購不構成一項業務的一間附屬公司

當本集團收購不構成一項業務的一組資產及負債，本集團透過首先分配購買價至以有關公平值計的金融資產及金融負債，購買價的餘額其後根據其於購買日的相關公平值分配至其他個別可識別資產及負債，識別及確認可識別所收購資產及所承擔負債。此類交易不會產生商譽或議價購入收益。

– F-460 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 191

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Goodwill

Goodwill arising on an acquisition of a business is carried at cost

as established at the date of acquisition of the business (see the

accounting policy above) less accumulated impairment losses, if

any.

For the purposes of impairment testing, goodwill is allocated to

each of the Group’s cash-generating units (or groups of cash-

generating units) that is expected to benefit from the synergies

of the combination, which represent the lowest level at which

the goodwill is monitored for internal management purposes

and not larger than an operating segment.

A cash-generating unit (or group of cash-generating units) to

which goodwill has been allocated is tested for impairment

annually or more frequently when there is indication that the

unit may be impaired. For goodwill arising on an acquisition

in a reporting period, the cash-generating unit (or group of

cash-generating units) to which goodwill has been allocated is

tested for impairment before the end of that reporting period.

If the recoverable amount is less than its carrying amount, the

impairment loss is allocated first to reduce the carrying amount

of any goodwill and then to the other assets on a pro-rata basis

based on the carrying amount of each asset in the unit (or group

of cash-generating units).

On disposal of the relevant cash-generating unit or any of

the cash-generating unit within the group of cash-generating

units, the attributable amount of goodwill is included in the

determination of the amount of profit or loss on disposal. When

the Group disposes of an operation within the cash-generating

unit (or a cash-generating unit within a group of cash-generating

units), the amount of goodwill disposed of is measured on

the basis of the relative values of the operation (or the cash-

generating unit) disposed of and the portion of the cash-

generating unit (or the group of cash-generating units) retained.

The Group’s policy for goodwill arising on the acquisition of joint

ventures and associates is described below.

3. 主要會計政策（續）

商譽

因收購一項業務產生之商譽按業務收購當日確立之成本（見上文會計政策）減累計減值虧損（如有）入賬。

就減值測試而言，商譽分配至預期將自合併協同效益獲益之本集團各現金產生單位（或多組現金產生單位），即就內部管理用途而言為監測商譽的最低水平，且不大於經營分部。

獲分配商譽之現金產生單位（或多組現金產生單位）於每年及於有跡象顯示單位可能出現減值時更頻密地進行測試。就於報告期間內因收購產生之商譽而言，獲分配商譽之現金產生單位（或多組現金產生單位）於報告期末前進行減值測試。倘可收回金額少於其賬面值，則減值虧損將首先分配以調低任何商譽賬面值，其後根據該單位（或多組現金產生單位）內各資產之賬面值按比例分配至其他資產。

於出售相關現金產生單位或一組現金產生單位中任何現金產生單位時，於釐定出售之損益金額時計入商譽之應佔金額。當本集團出售現金產生單位（或一組現金產生單位中的現金產生單位）內的業務時，所出售商譽金額按所出售業務（或現金產生單位）與所保留現金單位（或一組現金產生單位）部分的相對價值計量。

本集團有關因收購合營企業及聯營企業產生之商譽之政策於下文說明。

– F-461 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

192 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures

An associate is an entity over which the Group has significant

influence. Significant influence is the power to participate in the

financial and operating policy decisions of the investee but is not

control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that

have joint control of the arrangement have rights to the net

assets of the joint arrangement. Joint control is the contractually

agreed sharing of control of an arrangement, which exists only

when decisions about the relevant activities require unanimous

consent of the parties sharing control.

The results and assets and liabilities of associates and

joint ventures are incorporated in the consolidated financial

statements using the equity method of accounting. The financial

statements of associates and joint ventures used for equity

accounting purposes are prepared using uniform accounting

policies as those of the Group for like transactions and events in

similar circumstances. Under the equity method, an investment

in an associate and a joint venture is initially recognised in

the consolidated statement of financial position at cost and

adjusted thereafter to recognise the Group’s share of the profit

or loss and other comprehensive income of the associate and

joint venture. Changes in net assets of the associate and joint

venture other than profit or loss and other comprehensive

income are not accounted for unless such changes resulted in

changes in ownership interest held by the Group. When the

Group’s share of losses of a an associate and a joint venture

equals or exceeds its interest in that associate and joint venture

(which includes any long-term interests that, in substance, form

part of the Group’s net investment in the associate and joint

venture), the Group discontinues recognising its share of further

losses. Additional losses are recognised only to the extent that

the Group has incurred legal or constructive obligations or made

payments on behalf of the associate and joint venture.

3. 主要會計政策（續）

於聯營公司及合營企業之投資

聯營公司是指對本集團具有重大影響力的實體。重大影響是指對被投資方的財務和經營政策有參與決策的權力，但並不能夠控制或者與其他方一起共同控制這些政策的制定。

合營企業指一項合營安排，對安排擁有共同控制權之訂約方據此對合營安排之淨資產擁有權利。共同控制權指按照合約協定對一項安排所共有之控制權，僅在相關活動必須獲得共同享有控制權之各方一致同意方能決定時存在。

聯營公司及合營企業的業績及資產及負債使用權益會計法納入綜合財務報表。以權益會計法處理之聯營公司及合營企業財務報表乃按與本集團就於類似情況下之交易及事件所採用者相同之會計政策編製。根據權益法，於一間聯營公司及一間合營企業之投資初步按成本於綜合財務狀況表內確認及其後進行調整，以確認本集團應佔聯營公司及合營企業的損益及其他全面收益。於該聯營公司及合營企業的資產淨值（損益及其他全面收益除外）變動不入賬，除非該等變動導致本集團持有的擁有權變動。當本集團分佔一間聯營公司及一間合營企業虧損等於或超過其於該聯營公司及合營企業的權益（包括實質構成本集團於聯營公司及合營企業的投資淨額的一部分的任何長期權益），本集團終止確認其分佔進一步虧損。額外虧損僅於本集團已發生法定或推定責任或代表該聯營公司及合營企業作出付款。

– F-462 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 193

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures

(continued)

An investment in an associate and a joint venture is accounted

for using the equity method from the date on which the investee

becomes an associate and joint venture. On acquisition of the

investment in an associate and a joint venture, any excess of

the cost of the investment over the Group’s share of the net fair

value of the identifiable assets and liabilities of the investee is

recognised as goodwill, which is included within the carrying

amount of the investment.

Any excess of the Group’s share of the net fair value of the

identifiable assets and liabilities over the cost of the investment,

after reassessment, is recognised immediately in profit or loss

in the period in which the investment is acquired.

The Group assesses whether there is an objective evidence that

the interest in an associate or a joint venture may be impaired.

When any objective evidence exists, the entire carrying amount

of the investment (including goodwill) is tested for impairment

in accordance with IAS 36 Impairment of Assets as a single

asset by comparing its recoverable amount (higher of value in

use and fair value less costs to sell) with its carrying amount,

any impairment loss recognised forms part of the carrying

amount of the investment. Any reversal of that impairment loss

is recognised in accordance with IAS 36 Impairment of Assets

to the extent that the recoverable amount of the investment

subsequently increases.

3. 主要會計政策（續）

於聯營公司及合營企業之投資（續）

於被投資方成為一間聯營公司及一間合營企業當日，對聯營公司及合營企業之投資採用權益法入賬。於收購一間聯營公司及一間合營企業之投資時，投資成本超過本集團分佔該被投資方可識別資產及負債公平值淨額之任何部分乃確認為商譽，並計入投資之賬面值。

本集團所佔可識別資產及負債於重新評估後之公平值淨額超過投資成本之任何差額，會於收購投資期間即時於損益確認。

本集團評估是否具客觀證據證明於聯營公司及合營企業之權益可能減值。倘若存在任何客觀證據，作為單一資產透過將其可收回金額（使用價值與公平值減出售成本兩者之較高者）與其賬面值進行比較，投資（包括商譽）的整個賬面值根據國際會計準則第36號資產減值進行減值測試，已確認任何減值虧損構成投資賬面值一部分。減值虧損的任何撥回根據國際會計準則第36號資產減值確認，以投資可收回金額於其後增加者為限。

– F-463 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

194 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures

(continued)

When the Group ceases to have significant influence over an

associate or joint control over a joint venture, it is accounted

for as a disposal of the entire interest in the investee with a

resulting gain or loss being recognised in profit or loss. When

the Group retains an interest in the former associate or joint

venture and the retained interest is a financial asset within

the scope of IAS 9 Financial Instruments/IAS 39 Financial

Instruments: Recognition and Measurement, the Group

measures the retained interest at fair value at that date and the

fair value is regarded as its fair value on initial recognition. The

difference between the carrying amount of the associate or joint

venture at the date the equity method was discontinued, and

the fair value of any retained interest and any proceeds from

disposing the relevant interest in the associate or joint venture

is included in the determination of the gain or loss on disposal

of the associate or joint venture. In addition, the Group accounts

for all amounts previously recognised in other comprehensive

income in relation to that associate or joint venture on the same

basis as would be required if that associate or joint venture had

directly disposed of the related assets or liabilities. Therefore,

if a gain or loss previously recognised in other comprehensive

income by that associate or joint venture would be reclassified

to profit or loss on the disposal of the related assets or liabilities,

the Group reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) upon disposal or partial

disposal of the relevant associate or joint venture.

The Group continues to use the equity method when an

investment in an associate becomes an investment in a

joint venture or an investment in a joint venture becomes an

investment in an associate. There is no remeasurement to fair

value upon such changes in ownership interests.

3. 主要會計政策（續）

於聯營公司及合營企業之投資（續）

倘本集團不再於聯營公司及合營企業擁有重大影響力及共同控制權，則視作作為出售被投資方的全部權益，所得收益或虧損於損益確認。倘本集團於前聯營公司及合營企業擁有權益而保留權益為國際會計準則第9號金融工具╱國際會計準則第39號金融工具：確認及計量範圍的金融資產時，本集團於該日之公平值計量保留權益，而公平值被視為初步確認之公平值。終止使用權益法當日之聯營公司及合營企業賬面值與任何保留權益公平值之間的差額及來自出售聯營公司或合營企業相關權益之任何所得款項已於釐定出售聯營公司或合營企業收益或虧損時計入。此外，本集團將先前在其他全面收益就該聯營公司或合營企業確認之所有金額入賬，基準與該聯營公司或合營企業直接出售相關資產或負債的基準相同。因此，倘該聯營公司及合營企業先前已確認其他全面收益之損益，則會於出售相關資產或負債時重新分類至損益，於出售或部分出售相關聯營公司及合營企業時，本集團將收益或虧損由權益重新分類至損益（作為重新分類調整）。

當於聯營公司之投資成為於合資企業投資或於合資企業之投資成為於聯營公司之投資時，本集團將繼續使用權益法。於此類所有權權益變動發生時，公平值不會重新計量。

– F-464 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 195

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures

(continued)

When a group entity transacts with an associate or a joint

venture, profits and losses resulting from the transactions with

the associate or joint venture are recognised in the Group’s

consolidated financial statements only to the extent of interests

in the associate or joint venture that are not related to the

Group.

Revenue from contracts with customers (upon

application of IFRS 15 Revenue from Contracts

with Customers in accordance with transitions

in note 2)

Under IFRS 15 Revenue from Contracts with Customers,

the Group recognises revenue when (or as) a performance

obligation is satisfied, i.e. when “control” of the goods or

services underlying the particular performance obligation is

transferred to the customer.

A performance obligation represents a good or service (or a

bundle of goods or services) that is distinct or a series of distinct

goods or services that are substantially the same.

3. 主要會計政策（續）

於聯營公司及合營企業之投資（續）

當集團實體與聯營公司或合營企業進行交易時，由此所產生之損益計入本集團綜合財務報表，惟以聯營公司或合營企業之利益不涉及本集團的程度為限。

客戶合同收入（於根據附註2的過渡應用國際財務報告準則第15號客戶合同收入後）

根據國際財務報告準則第15號客戶合同收入，當（或於）滿足履約義務時，本集團確認收入，即於特定履約義務的相關商品或服務的「控制權」轉讓予客戶時確認。

履約義務指不同的商品及服務（或一組商品或服務）或不同的商品或大致相同的服務。

– F-465 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

196 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Revenue from contracts with customers (upon

application of IFRS 15 Revenue from Contracts

with Customers in accordance with transitions

in note 2) (continued)

Control is transferred over time and revenue is recognised over

time by reference to the progress towards complete satisfaction

of the relevant performance obligation if one of the following

criteria is met:

the benefits provided by the Group’s performance as the

Group performs;

that the customer controls as the Group performs; or

an alternative use to the Group and the Group has an

enforceable right to payment for performance completed

to date.

Otherwise, revenue is recognised at a point in time when the

customer obtains control of the distinct good or service.

A contract asset represents the Group’s right to consideration in

exchange for goods or services that the Group has transferred

to a customer that is not yet unconditional. It is assessed for

impairment in accordance with IFRS 9 Financial Instruments. In

contrast, a receivable represents the Group’s unconditional right

to consideration, i.e. only the passage of time is required before

payment of that consideration is due.

A contract liability represents the Group’s obligation to transfer

goods or services to a customer for which the Group has

received consideration (or an amount of consideration is due)

from the customer.

A contract asset and a contract liability relating to a contract are

accounted for and presented on a net basis.

3. 主要會計政策（續）

客戶合同收入（於根據附註2的過渡應用國際財務報告準則第15號客戶合同收入後）（續）

控制權隨時間轉移，而倘滿足以下其中一項標準，則收入乃參照完全滿足相關履約義務的進展情況而隨時間確認。

隨本集團履約，客戶同時取得並耗用本集團履約所提供的利益；

本集團之履約創建或強化一項資產，該資產於創建或強化之時即由客戶控制；或

本集團的履約並未產生對本集團有替代用途的資產，且本集團對迄今已完成履約之款項具有可執行之權利。

否則，收入於客戶獲得商品或服務控制權的時間點確認。

合同資產指本集團就換取本集團已向客戶轉讓的商品或服務而收取代價的權利（尚未成為無條件），根據國際財務報告準則第9號金融工具評估減值。相反，應收款指本集團無條件收取代價的權利，即代價到期付款前僅需時間推移。

合同義務指本集團因已向客戶收取代價（或已到期收取代價），而須向客戶轉讓商品或服務的責任。

與同一合同相關的合同資產及合同義務按淨額基準入賬及呈列。

– F-466 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 197

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Revenue from contracts with customers (upon

application of IFRS 15 Revenue from Contracts

with Customers in accordance with transitions

in note 2) (continued)

Over time revenue recognition: measurement of progress

towards complete satisfaction of a performance obligation

The progress towards complete satisfaction of a performance

obligation is measured based on input method, which is to

recognise revenue on the basis of the Group’s efforts or inputs

to the satisfaction of a performance obligation relative to the

total expected inputs to the satisfaction of that performance

obligation, that best depict the Group’s performance in

transferring control of goods or services.

Existence of significant financing component

In determining the transaction price, the Group adjusts the

promised amount of consideration for the effects of the time

value of money if the timing of payments agreed (either

explicitly or implicitly) provides the customer or the Group with a

significant benefit of financing the transfer of goods or services

to the customer. In those circumstances, the contract contains

a significant financing component. A significant financing

component may exist regardless of whether the promise of

financing is explicitly stated in the contract or implied by the

payment terms agreed to by the parties to the contract.

For contracts where the period between payment and transfer

of the associated goods or services is less than one year,

the Group applies the practical expedient of not adjusting the

transaction price for any significant financing component.

3. 主要會計政策（續）

客戶合同收入（於根據附註2的過渡應用國際財務報告準則第15號客戶合同收入後）（續）

按時間確認收入：計量完全達成履約責任的進度

完成達成履約責任的進度乃按輸入法計量，即根據本集團為履行履約責任的付出或輸入相比履行有關履約責任的預期輸入總額而確認收益，其最能說明本集團於轉讓貨品或服務控制權的表現。

存在重大融資部分

於釐定交易價格時，倘協定之付款時間（不論以暗示或明示方式）為客戶或本集團帶來向客戶轉移貨品或服務之重大融資利益，則本集團就資金時間值的影響而調整已承諾之代價金額。於該等情況下，合同包含重大的融資部分。不論承諾的融資是否明確列於合同或以訂約方協定的付款條款的方式於合同暗示，重大融資部分可能存在。

就相關貨品或服務的付款及轉移少於一年期間的合同而言，本集團就重大融資部分應用不調整交易價格的實際可行權宜方法。

– F-467 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

198 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Revenue from contracts with customers (upon

application of IFRS 15 in accordance with

transitions in note 2) (continued)

Incremental costs of obtaining a contract

Incremental costs of obtaining a contract are those costs that

the Group incurs to obtain a contract with a customer that it

would not have incurred if the contract had not been obtained.

The Group recognises such costs (agency commissions) as

an asset if it expects to recover these costs. The asset so

recognised is subsequently amortised to profit or loss on a

systematic basis that is consistent with the transfer to the

customer of the goods or services to which the assets relate.

Costs to fulfil a contract

The Group incurs costs to fulfil a contract in its construction

contracts. The Group first assesses whether these costs qualify

for recognition as an asset in terms of other relevant Standards,

failing which it recognises an asset for these costs only if they

meet all of the following criteria:

contract that the Group can specifically identify;

that will be used in satisfying (or in continuing to satisfy)

performance obligations in the future; and

The asset so recognised is subsequently amortised to profit or

loss on a systematic basis that is consistent with the transfer

to the customer of the goods or services to which the assets

relate. The asset is subject to impairment review.

3. 主要會計政策（續）

客戶合同收入（於根據附註2的過渡應用國際財務報告準則第15號客戶合同收入後）（續）

獲得合同的增量成本

獲得合同的增量成本指本集團與客戶訂立合同產生之倘未獲得該合同則不會產生的成本。

倘預期可收回有關成本（代理佣金），則本集團確認該等成本為一項資產，隨後按與向客戶轉讓有關該資產之貨品或服務一致的系統基準於損益攤銷。

履行合同之成本

本集團於其建築合同中產生履行合同之成本。本集團首先根據其他相關準則評估該等成本是否合資格確認為資產，倘不合資格，僅在符合以下全部標準後將該等成本確認為資產：

有關成本與本集團可明確識別之合同或預期訂立之合同有直接關係；

有關成本令本集團將用於履行（或持續履行）日後履約責任之資源得以產生或有所增加；及

有關成本預期可收回。

由此確認之資產其後按系統性基準（與向客戶轉讓資產相關的貨品或服務一致）於損益攤銷。該資產須進行減值審閱。

– F-468 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 199

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Revenue recognition (prior to 1 January 2018)

Revenue is measured at the fair value of the consideration

received or receivable. Revenue is reduced for estimated

customer returns, rebates and other similar allowances, and

sales-related taxes.

Revenue is recognised when the amount of revenue can be

reliably measured; when it is probable that future economic

benefits will flow to the Group and when specific criteria have

been met for each of the Group’s activities, as described below.

Revenue from the sale of goods is recognised when the goods

are delivered and titles have passed, at which time all the

following conditions are satisfied:

and rewards of ownership of the goods;

involvement to the degree usually associated with

ownership nor effective control over the goods sold;

the transaction will flow to the Group; and

transaction can be measured reliably.

Specifically, revenue from sale of properties in the ordinary

course of business is recognised when the respective

properties have been completed and delivered to the buyers.

Deposits and instalments received from purchasers prior to

meeting the above criteria for revenue recognition are included

in the consolidated statement of financial position under current

liabilities.

3. 主要會計政策（續）

收入確認（於二零一八年一月一日之前）

收入按已收或應收代價之公平值計量。收入因估計客戶退貨、折扣及其他類似補貼以及銷售相關稅項而減少。

如下文所述，當收入金額能夠可靠計量時；當可能有未來經濟利益將流向本集團時及當本集團的各項活動已符合特定標準時確認收入。

當符合所有以下條件時，來自銷售貨品之收入於交付貨品及轉移擁有權時確認：

本集團已將貨品擁有權之重大風險及回報轉移予買方；

本集團並無保留一般與擁有權有關之銷售貨品持續管理權或實際控制權；

收入金額能夠可靠地計量；

與交易相關之經濟利益很可能流入本集團；及

有關交易產生或將產生之成本能夠可靠地計量。

具體而言，當各物業已竣工並交付予買方時，於一般業務過程中確認銷售物業之收入。於達致上述標準前自買方收取之按金及分期款項計入綜合財務狀況表流動負債內。

– F-469 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

200 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Revenue recognition (prior to 1 January 2018)

(continued)

Service income is recognised when services are provided.

Interest income is accrued on a time basis, by reference

to the principal outstanding and at the effective interest

rate applicable, which is the rate that exactly discounts the

estimated future cash receipts through the expected life of

the financial asset to that asset’s net carrying amount on initial

recognition.

The Group’s accounting policy for recognition of revenue from

operating leases is described in the accounting policy for leasing

below.

Leasing

Leases are classified as finance leases whenever the terms

of the lease transfer substantially all the risks and rewards

of ownership to the lessee. All other leases are classified as

operating leases.

The Group as lessor

Rental income from operating leases is recognised in profit or

loss on a straight-line basis over the term of the relevant lease.

Initial direct costs incurred in negotiating and arranging an

operating lease are added to the carrying amount of the leased

asset.

3. 主要會計政策（續）

收入確認（於二零一八年一月一日之前）（續）

服務收入於提供服務時確認。

利息收入乃參照未償還本金按適用之實際利率及時間比例計算（適用之實際利率即準確貼現金融資產預計年期內估計未來現金收入至該資產於初始確認時之賬面淨值之利率）。

本集團有關確認經營租賃收入之會計政策於下文有關租賃之會計政策內載述。

租賃

凡租賃條款將擁有權的絕大部分風險及回報轉移至承租人的租賃均會分類為融資租賃。所有其他租賃則分類為經營租賃。

本集團作為出租人

經營租賃租金收入以有關租約期限以直線法確認損益。於經營租賃的磋商及安排中產生的初始直接成本計入租賃資產的賬面值。

– F-470 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 201

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Leasing (continued)

The Group as lessee

Assets held under finance leases are recognised as assets of

the Group at their fair value at the inception of the lease or, if

lower, at the present value of the minimum lease payments.

The corresponding liability to the lessor is included in the

consolidated statement of financial position as a finance lease

obligation.

Lease payments are apportioned between finance expenses

and reduction of the lease obligation so as to achieve a constant

rate of interest on the remaining balance of the liability. Finance

expenses are recognised immediately in profit or loss, unless

they are directly attributable to qualifying assets, in which case

they are capitalised in accordance with the Group’s general

policy on borrowing costs (see the accounting policy below).

Operating lease payments, including the cost of acquiring land

held under operating leases, are recognised as an expense on

a straight-line basis over the lease term, except where another

systematic basis is more representative of the time pattern in

which economic benefits from the leased asset are consumed.

Leasehold land and building

When the Group makes payments for a property interest

which includes both leasehold land and building elements, the

Group assesses the classification of each element separately

based on the assessment as to whether substantially all the

risks and rewards incidental to ownership of each element

have been transferred to the Group, unless it is clear that both

elements are operating leases in which case the entire property

is accounted as an operating lease. Specifically, the entire

consideration (including any lump-sum upfront payments) are

allocated between the leasehold land and the building elements

in proportion to the relative fair values of the leasehold interests

in the land element and building element at initial recognition.

3. 主要會計政策（續）

租賃（續）

本集團作為承租人

根據融資租賃持有之資產乃按其租賃開始時之公平值或（如屬較低者）按最低租賃付款之現值確認為本集團之資產。對出租人之相應負債乃作為融資租賃承擔計入綜合財務報表。

租賃付款乃於融資開支與租賃責任扣減之間分配，以達致有關負債之餘下結餘的固定利率。融資開支乃立即於損益內確認，除非其乃直接歸因於合資格資產，而於該情況下，該等開支乃根據本集團有關借款成本之一般政策（見下文會計政策）予以資本化。

經營租賃付款（包括根據融資租賃持有收購土地的成本）以直線法在租賃期限確認，惟另一系統化基準更代表租賃資產所得經濟利益所消費的時間模式者除外。

租賃土地及樓宇

當本集團支付包括租賃土地及樓宇元素的物業權益時，本集團根據評估是否每項元素所有權附帶的絕大部分風險及回報已轉移至本集團而評估每項單獨作為融資或經營租約的分類。除非兩項元素均明確為經營租約，在此情況下，整個物業入賬列作為經營租約。特別是，全部代價（包括任何一次過預付款）於最初確認時租賃土地及樓宇元素的租賃權益相關公平值的比例在租賃土地及樓宇元素間進行分配。

– F-471 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

202 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Leasehold land and building (continued)

To the extent the allocation of the relevant payments can be

made reliably, interest in leasehold land that is accounted for as

an operating lease is presented as “prepaid lease payments”

in the consolidated statement of financial position and is

amortised over the lease term on a straight-line basis except

for those that are classified and accounted for as investment

properties under the fair value model. When the lease payments

cannot be allocated reliably between the leasehold land and

building elements, the entire property is generally classified as

if the leasehold land is under finance lease.

Foreign currencies

In preparing the financial statements of each individual group

entity, transactions in currencies other than the functional

currency of that entity (foreign currencies) are recognised

at the rates of exchanges prevailing on the dates of the

transactions. At the end of the reporting period, monetary items

denominated in foreign currencies are retranslated at the rates

prevailing at that date. Non-monetary items carried at fair value

that are denominated in foreign currencies are retranslated

at the rates prevailing on the date when the fair value was

determined. Non-monetary items that are measured in terms of

historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary

items, and on the retranslation of monetary items, are

recognised in profit or loss in the period in which they arise,

except for exchange differences on monetary items receivable

from or payable to a foreign operation for which settlement is

neither planned nor likely to occur (therefore forming part of the

net investment in the foreign operation), which are recognised

initially in other comprehensive income and reclassified from

equity to profit or loss on disposal or partial disposal of the

Group’s interests in associates or joint ventures.

3. 主要會計政策（續）

租賃土地及樓宇（續）

如相關付款分配能可靠作出，入賬為經營租約的租賃土地權益於綜合財務狀況表內呈報為「預付租賃付款」及按租賃期限以直線法攤銷，惟根據公平值模式分類及入賬為投資物業者除外。當租賃付款在租賃土地及樓宇元素之間不能可靠分配時，整個物業一般分類為融資租賃項下的租賃土地。

外幣

在編製各個別集團實體的財務報表時，以該實體的功能貨幣以外的貨幣（外幣）結算的交易乃按交易當日的匯率確認。於報告期末，以外幣列值的貨幣項目按該日當時的匯率重新換算。以外幣列值並按公平值入賬的非貨幣項目則按釐定公平值當日的匯率重新換算。按歷史成本以外幣計量的非貨幣項目不作重新換算。

因貨幣項目結算及貨幣項目重新換算產生之匯兌差額，於產生期間於損益確認，惟應收或應付海外業務之貨幣項目之匯兌差額除外，而其既無計劃結算或不大可能結算（因此構成海外業務淨投資之一部分），並初步於其他全面收益內確認，而因本集團於聯營公司或合營企業的權益出售或部分出售時自權益中重新分類至損益中。

– F-472 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 203

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Foreign currencies (continued)

For the purposes of presenting these consolidated financial

statements, the assets and liabilities of the Group’s foreign

operations are translated into presentation currency (i.e. RMB)

using exchange rates prevailing at the end of each reporting

period. Income and expense items are translated at the average

exchange rates for the period, unless exchange rates fluctuate

significantly during that period, in which case the exchange rates

at the dates of the transactions are used. Exchange differences

arising, if any, are recognised in other comprehensive income

and accumulated in equity under the heading of translation

reserve (and attributed to non-controlling interests as

appropriate).

On the disposal of a foreign operation (i.e. a disposal of the

Group’s entire interest in a foreign operation, or a disposal

involving loss of control over a subsidiary that includes a foreign

operation, or a partial disposal of an interest in an associate or

joint arrangement that includes a foreign operation of which the

retained interest becomes a financial asset), all of the exchange

differences accumulated in equity in respect of that operation

attributable to the owners of the Company are reclassified to

profit or loss.

In addition, in relation to a partial disposal of a subsidiary that

includes a foreign operation that does not result in the Group

losing control over the subsidiary, the proportionate share of

accumulated exchange differences are re-attributed to non-

controlling interests and are not recognised in profit or loss.

For all other partial disposals (i.e. partial disposals of associate

or joint arrangements that do not result in the Group losing

significant influence or joint control), the proportionate share of

the accumulated exchange differences is reclassified to profit or

loss.

3. 主要會計政策（續）

外幣（續）

就列報本綜合財務報表而言，本集團海外業務的資產及負債換算為呈列貨幣（即人民幣）（採用各報告期末的通行匯率）。收入及開支項目按期內平均匯率換算，惟匯率於該期間大幅波動則除外，在此情況下採用於交易日期之匯率。產生的匯兌差額（如有）於其他全面收益內確認，並於換算儲備項下的權益內累計（及在適當情況下歸類為非控股權益）。

出售海外業務時（即出售本集團海外業務之全部權益，或涉及失去對海外業務中的附屬公司控制權的出售或部分出售含海外業務的聯營公司或聯合安排（所保留的權益成為金融資產）），就本公司擁有人應佔該業務而累計入權益之所有匯兌差額，會重新分類至損益。

此外，就部分出售含海外業務的附屬公司並未導致本集團失去該附屬公司之控制權而言，按此比例將累計匯兌差異重新歸屬予非控股權益，而並不於損益內確認。對於所有其他部分出售（即部分出售聯營公司或聯合安排，而並無造成本集團失去重大影響力或共同控制權），按此比例將累計匯兌差異重新分類至損益。

– F-473 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

204 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Borrowing costs

Borrowing costs directly attributable to the acquisition,

construction or production of qualifying assets, which are assets

that necessarily take a substantial period of time to get ready for

their intended use or sale, are added to the cost of those assets

until such time as the assets are substantially ready for their

intended use or sale.

Investment income earned on the temporary investment of

specific borrowing pending their expenditure on qualifying

assets is deducted from the borrowing costs eligible for

capitalisation.

All other borrowing costs are recognised in profit or loss in the

period in which they are incurred.

Government grants

Government grants are not recognised until there is reasonable

assurance that the Group will comply with the conditions

attaching to them and that the grants will be received.

Government grants that are receivable as compensation for

expenses or losses already incurred or for the purpose of giving

immediate financial support to the Group with no future related

costs are recognised in profit or loss in the period in which they

become receivable.

The benefit of a government loan at a below-market rate of

interest is treated as a government grant, measured as the

difference between proceeds received and the fair value of the

loan based on prevailing market interest rates.

3. 主要會計政策（續）

借款成本

與收購、建築或生產合資格資產（即需長時間準備以達致其擬定用途或可供出售的資產）直接相關的借款成本將計入該等資產的成本中，直至有關資產大致可供用作擬定用途或出售為止。

從符合資本化條件的借款成本中扣除待支付合格資產前的特定借款的臨時投資所賺取的投資收入。

所有其他借款成本均於其產生期間於損益內確認。

政府補助

政府補助於可合理確保本集團將符合補助所附帶之條件並將於收到該等補助時方可確認。

作為已產生支出或虧損之補償而應收取或為給予本集團即時財務支持而無日後相關成本之政府補助於其應收取期間在損益中確認。

按低於市場利率計息之政府貸款之利益作為政府補助處理，計量為已收所得款項與根據現行市場利率計算之貸款公平值間之差額。

– F-474 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 205

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Retirement benefit costs

Payments to defined contribution retirement benefit plans and

stated-managed retirement benefit schemes are recognised as

an expense when employees have rendered service entitling

them to the contributions.

Share-based payments arrangement

Equity-settled share-based payment transactions

Share options granted to employees

Equity-settled share-based payments to employees and others

providing similar services are measured at the fair value of

the equity instruments at the grant date. Details regarding the

determination of the fair value of equity-settled share-based

transactions are set out in note 56 to the Group’s consolidated

financial statements.

The fair value of the equity-settled payments determined at

the grant date without taking into consideration all non-market

vesting conditions is expensed on a straight-line basis over

the vesting period, based on the Group’s estimate of equity

instruments that will eventually vest, with a corresponding

increase in equity (share option reserve).

At the end of the reporting period, the Group revises its

estimate of the number of options that are expected to vest

based on the assessment of all relevant non-market vesting

conditions. The impact of the revision of the original estimates,

if any, is recognised in profit or loss such that the cumulative

expense reflects the revised estimate, with a corresponding

adjustment to share option reserve.

3. 主要會計政策（續）

退休福利成本

定額供款退休福利計劃及國營退休福利計劃的供款乃於僱員就其提供服務可享有供款時列為開支。

以股份為基礎支付的安排

股本結算以股份為基礎支付的交易

授予僱員的購股權

股本結算以股份為基礎之付款予僱員及提供同類服務的其他人士按股本工具於授出日期的公平值計量。有關股權結算以股份為基礎之付款交易公平值之釐定詳情載於本集團綜合財務報表附註56。

股本結算以股份為基礎之付款於授出日期釐定的公平值（不計及所有非市場歸屬條件）基於本集團對最終歸屬之股本工具的估計按直線法於歸屬期支銷，而相應增加計入權益（購股權儲備）內。

於報告期末，本集團根據所有相關非市場歸屬條件修訂其對預期最終歸屬購股權數目之估計。修訂初始估計數字的影響（如有）在損益中確認，使累計開支得以反映已修訂之估計數字，並對購股權儲備作出相應調整。

– F-475 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

206 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Share-based payments arrangement (continued)

Equity-settled share-based payment transactions

(continued)

Share options granted to employees (continued)

When the share options are exercised, the amount previously

recognised in share option reserve will be transferred to share

premium. When the share options are forfeited after the vesting

date or are still not exercised at the expiry date, the amount

previously recognised in share option reserve will be transferred

to retained profits.

Taxation

Income tax expense represents the sum of the tax currently

payable and deferred tax.

The tax currently payable is based on taxable profit for the

year. Taxable profit differs from “profit before tax” as reported

in the consolidated statement of profit or loss and other

comprehensive income because it excludes items of income

or expense that are taxable or deductible in other years and it

further excludes items that are never taxable or deductible. The

Group’s liability for current tax is calculated using tax rates that

have been enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between

the carrying amounts of assets and liabilities in the consolidated

financial statements and the corresponding tax base used in

the computation of taxable profit. Deferred tax liabilities are

generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible

temporary difference to the extent that it is probable that

taxable profits will be available against which those deductible

temporary differences can be utilised.

3. 主要會計政策（續）

以股份為基礎支付的安排（續）

股本結算以股份為基礎支付的交易（續）

授予僱員的購股權（續）

購股權獲行使時，先前於購股權儲備中確認之數額將轉撥至股份溢價。當購股權於歸屬日期後被收回或於屆滿日仍未獲行使，先前於購股權儲備中確認之數額將轉撥至保留溢利。

稅項

所得稅開支為即期應付稅項及遞延稅項的總額。

即期應付稅項是根據年內度應課稅溢利計算。應課稅溢利與在綜合損益及其他全面收益表中所呈報的「除稅前溢利」有別，原因是應課稅溢利不包括其他年度的應課稅收入項目或可扣稅開支項目，亦不包括毋須課稅或不可扣稅的收益表項目。本集團的即期稅項負債乃按在報告期末已頒佈的稅率計算。

資產及負債在綜合財務報表的賬面值與計算應課稅溢利所用的相應稅基兩者間的臨時差額確認為遞延稅項。遞延稅項負債一般就所有應課稅臨時差額確認，而遞延稅項資產一般於可能有應課稅溢利抵銷該等可扣稅臨時差額時就所有可扣除臨時差額確認。

– F-476 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 207

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Taxation (continued)

Such assets and liabilities are not recognised if the temporary

difference arises from goodwill or from the initial recognition

(other than in a business combination) of other assets and

liabilities in a transaction that affects neither the taxable profit

nor the accounting profit. In addition, deferred tax liabilities are

not recognised if the temporary difference arises from the initial

recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary

differences arising on investments in subsidiaries and interests

in associates and joint ventures, except where the Group is

able to control the reversal of the temporary difference and it is

probable that the temporary difference will not reverse in the

foreseeable future. Deferred tax assets arising from deductible

temporary differences associated with such investments and

interests are only recognised to the extent that it is probable

that there will be sufficient taxable profits against which to

utilise the benefits of the temporary differences and they are

expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the

end of the reporting period and reduced to the extent that it is

no longer probable that sufficient taxable profits will be available

to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates

that are expected to apply in the period when the liability is

settled or the asset is realised, based on tax rates (and tax laws)

that have been enacted or substantively enacted by the end of

the reporting period.

The measurement of deferred tax liabilities and assets reflects

the tax consequences that would follow from the manner in

which the Group expects, at the end of the reporting period, to

recover or settle the carrying amount of its assets and liabilities.

3. 主要會計政策（續）

稅項（續）

倘若臨時差額來自商譽或因首次確認不影響應課稅溢利或會計溢利的交易中的其他資產與負債（業務合併除外），則不會確認有關遞延稅項資產及負債。此外，倘臨時差額因商譽初次確認發生，則不會確認遞延稅項負債。

遞延稅項負債就於附屬公司之投資及於聯營公司及合營企業之權益所產生應課稅臨時差額予以確認，除非本集團有能力控制臨時差額之撥回，而臨時差額很可能不會於可見將來撥回。可扣減臨時差額產生的遞延稅項資產（與該等投資及權益有關）僅於可能將有足夠應課稅溢利可用來抵銷動用臨時差額的利益而且該等利益於可見將來可撥回的情況下方予以確認。

遞延稅項資產的賬面值於報告期末作檢討，並在不大可能有足夠應課稅溢利以收回全部或部分資產時作調減。

遞延稅項資產及負債乃按照於報告期末已實施或大致實施之稅率（及稅法），按預期於負債清償或資產變現期間適用的稅率計算。

遞延稅項負債及資產的計量反映出於報告期末將依循本集團所預計以收回或清償其資產及負債賬面金額的方式的稅務後果。

– F-477 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

208 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Taxation (continued)

For the purposes of measuring deferred tax liabilities or deferred

tax assets for investment properties that are measured using

the fair value model, the carrying amounts of such properties

are presumed to be recovered entirely through sale, unless the

presumption is rebutted. The presumption is rebutted when

the investment property is depreciable and is held within a

business model whose objective is to consume substantially

all of the economic benefits embodied in the investment

property over time, rather than through sale. If the presumption

is rebutted, deferred tax liabilities and deferred tax assets for

such investment properties are measured in accordance with

the above general principles set out in IAS 12 Income Taxes (i.e.

based on the expected manner as to how the properties will be

recovered).

Deferred tax assets and liabilities are offset when there is a

legally enforceable right to set off current tax assets against

current tax liabilities and when they relate to income taxes

levied by the same taxation authority and the Group intends to

settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised in profit or loss,

except when it relates to items that are recognised in other

comprehensive income or directly in equity, in which case,

the current and deferred tax are also recognised in other

comprehensive income or directly in equity respectively.

Property, plant and equipment

Property, plant and equipment including leasehold land

(classified as finance lease) and buildings held for use in the

production or supply of goods or services, or for administrative

purposes (other than properties under construction as described

below) are stated in the consolidated statement of financial

position at cost less subsequent accumulated depreciation and

accumulated impairment losses, if any.

3. 主要會計政策（續）

稅項（續）

就計量遞延稅項負債或遞延稅項資產而言，利用公平值模型計量的投資物業之賬面值乃假設通過銷售全數收回，除非該假設被推翻則除外。當投資物業可予折舊及於業務模式（其業務目標是隨時間而非透過銷售消耗投資物業所包含的絕大部分經濟利益）內持有時，有關假設會被推翻。倘有關假設被推翻，則上述投資物業的遞延稅項負債及遞延稅項資產根據國際會計準則第12號所得稅所載的上述一般原則計量（即根據將如何收回有關物業的預期方式）。

在有法定可強制執行權利把即期稅項資產與即期稅項負債進行抵銷時及在彼等與同一稅務機關所徵收的所得稅有關時，遞延稅項資產及負債便可相互抵銷，而本集團則擬按淨額基準結清其即期稅項資產及負債。

即期稅項及遞延稅項於損益內確認，除非即期稅項及遞延稅項與於其他全面收益或直接於權益確認的項目相關，在該情況下，即期稅項及遞延稅項亦須分別於其他全面收益或直接於權益確認。

物業、廠房及設備

物業、廠房及設備（包括用於生產或供應貨物或服務或行政目的而持有之租賃土地（分類為融資租賃）及樓宇）（下述在建物業除外）乃於綜合財務狀況表按成本減其後累計折舊及累計減值虧損（如有）列賬。

– F-478 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 209

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Property, plant and equipment (continued)

Properties in the course of construction for production,

supply or administrative purposes are carried at cost, less

any recognised impairment loss. Costs include professional

fees and, for qualifying assets, borrowing costs capitalised in

accordance with the Group’s accounting policy. Such properties

are classified to the appropriate categories of property, plant

and equipment when completed and ready for intended use.

Depreciation of these assets, on the same basis as other

property assets, commences when the assets are ready for

their intended use.

Depreciation is recognised so as to write off the cost of assets

(other than properties under construction) less their residual

values over their estimated useful lives, using the straight-

line method. The estimated useful lives, residual values and

depreciation method are reviewed at each reporting period,

with the effect of any changes in estimate accounted for on a

prospective basis.

Assets held under finance leases are depreciated over their

expected useful lives on the same basis as owned assets.

However, when there is no reasonable certainty that ownership

will be obtained by the end of the lease term, assets are

depreciated over the shorter of the lease term and their useful

lives.

An item of property, plant and equipment is derecognised upon

disposal or when no future economic benefits are expected

to arise from the continued use of the asset. Any gain or loss

arising on the disposal or retirement of an item of property,

plant and equipment is determined as the difference between

the sales proceeds and the carrying amount of the asset and is

recognised in profit or loss.

3. 主要會計政策（續）

物業、廠房及設備（續）

用作生產、供應或行政目的之建設中物業按成本減任何已確認減值虧損列賬。成本包括專業費用及（就合資格資產而言）根據本集團會計政策撥充資本的借貸成本。當該等物業竣工及準備用作擬定用途時，該等物業分類至物業、廠房及設備的適當類別。當資產準備用作擬定用途時，該等資產按與其他物業資產相同的基準開始折舊。

折舊乃以直線法在資產（在建物業除外）之估計可使用年期內撇銷其成本減其剩餘價值後確認。估計可使用年期、剩餘價值及折舊方法於報告期末檢討，以使任何估計變動之影響可按預期基準列賬。

根據融資租賃持有之資產乃於其預期可使用年期按與自有資產相同之基準折舊。然而，當不可合理確定於租賃期完結前將取得擁有權時，資產乃於租賃期及其可使用年期之較短者折舊。

物業、廠房及設備項目待出售後或當並無未來經濟利益預期自資產之持續使用中產生時終止確認。物業、廠房及設備出售或報廢產生之任何損益是指出售所得款項淨額與該資產賬面值之間的差額並於損益確認。

– F-479 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

210 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Property, plant and equipment (continued)

Buildings under development for future owner occupied

purpose

When buildings are in the course of development for

production, or for administrative purposes, the amortisation of

prepaid lease payments provided during the construction period

is included as part of costs of buildings under construction.

Buildings under construction are carried at cost, less any

identified impairment losses. Depreciation of buildings

commences when they are available for use (i.e. when they are

in the location and condition necessary for them to be capable

of operating in the manner intended by management).

Investment properties

Investment properties are properties and/or land held to earn

rentals and/or for capital appreciation (including properties under

construction for such purpose).

Investment properties are initially measured at cost, including

directly attributable expenditure. Subsequent to initial

recognition, investment properties are measured at their fair

values. Gains or losses arising from changes in the fair value of

investment properties are included in profit or loss for the period

in which they arise.

Construction costs incurred for investment properties under

construction are capitalised as part of the carrying amount of the

investment properties under construction.

Investment properties under construction are transferred to

properties for sale when and only when there is a change in use

evidenced by the commencement of development with a view

to sale. The property’s cost for subsequent accounting shall be

its fair value at the date of change.

3. 主要會計政策（續）

物業、廠房及設備（續）

未來業主佔用用途的發展中樓宇

當樓宇在生產或用作行政目的之開發過程中，在建設期間撥備的預付租賃款項攤銷納入建設中樓宇成本的一部分。建設中樓宇按成本減任何已識別減值虧損列賬。樓宇可供使用時（即當他們處於能夠以管理層擬定的方式經營所必要的地點及條件時）開始樓宇折舊。

投資物業

投資物業乃持有作產生租金收入及╱或資本增值之物業及╱或土地（包括就此目的之建設中物業）。

投資物業最初乃按成本（包括直接應佔開支）初步計量。於初次確認後，投資物業按彼等之公平值計量。因投資物業之公平值變動而產生之收益或虧損於變動產生期間計入損益。

在建投資物業產生之建築成本乃作為在建投資物業賬面值的一部分撥充資本。

當及僅當以旨在出售之開發開始為憑證之用途變更時，在建投資物業轉撥至可供銷售物業。物業後續會計處理之成本應為於變更當日之公平值。

– F-480 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 211

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Investment properties (continued)

The Group transfers a property for sales to investment property

when there is a change in use to hold the property to earn

rentals or/and for capital appreciation rather than for sale in

the ordinary course of business, which is evidenced by the

inception of an operating lease to another party. Any difference

between the fair value of the property at the date of transfer and

its previous carrying amount is recognised in profit or loss.

An investment property is derecognised upon disposal or

when the investment property is permanently withdrawn

from use and no future economic benefits are expected from

its disposals. Any gain or loss arising on derecognition of the

property (calculated as the difference between the net disposal

proceeds and the carrying amount of the asset) is included in

profit or loss in the period in which the property is derecognised.

Intangible assets acquired in a business

combination

Intangible assets acquired in a business combination are

recognised separately from goodwill and are initially recognised

at their fair value at the acquisition date (which is regarded as

their cost).

Subsequent to initial recognition, intangible assets acquired

in a business combination with finite useful lives are reported

at costs less accumulated amortisation and any accumulated

impairment losses, on the same basis as intangible assets that

are acquired separately. Intangible assets acquired in a business

combination with indefinite useful lives are carried at cost less

any subsequent accumulated impairment losses.

An intangible asset is derecognised on disposal, or when no

future economic benefits are expected from use or disposal.

Gains and losses arising from derecognition of an intangible

asset, measured as the difference between the net disposal

proceeds and the carrying amount of the asset, are recognised

in profit or loss when the asset is derecognised.

3. 主要會計政策（續）

投資物業（續）

當持有物業的用途變為賺取租金或╱及資本升值而非於正常業務過程中出售，並有證據顯示向另一方的經營租開始，則本集團將物業從持作出售物業轉撥至投資物業。有關物業於轉讓當日之公平值與其以往賬面值間的任何差額於損益確認。

投資物業於出售或於其被永久終止使用及預期於出售時再無日後經濟利益之時終止確認。終止確認物業所產生的任何損益（按出售所得款項淨額及資產的賬面值的差額計算）計入該物業終止確認期間的損益表。

業務合併中收購的無形資產

業務合併中收購的無形資產與商譽分開確認，初步按其於收購日的公平價值確認（視作其成本）。

初步確認後，業務合併中收購的具有特定使用年期的無形資產按與單獨收購的無形資產相同之基準，以成本減累計攤銷及任何累計減值虧損呈報。於業務合併中收購的可使用年期無限之無形資產按成本減隨後累計減值虧損入賬。

無形資產乃於出售後或當預期使用或出售該資產不會產生未來經濟利益時終止確認。終止確認無形資產產生之收益或虧損（以該資產之出售所得款項淨額與賬面值之差額計算）將於終止確認該資產時在損益中確認。

– F-481 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

212 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Impairment on tangible and intangible assets

and deferred contract costs other than goodwill

(see accounting policy in respect of goodwill

above)

At the end of the reporting period, the Group reviews the

carrying amounts of its tangible and intangible assets with finite

useful lives and deferred contract costs to determine whether

there is any indication that these assets have suffered an

impairment loss. If any such indication exists, the recoverable

amount of the relevant asset is estimated in order to determine

the extent of the impairment loss, if any.

The recoverable amount of tangible and intangible assets are

estimated individually, when it is not possible to estimate

the recoverable amount individually, the Group estimates the

recoverable amount of the cash-generating unit to which the

asset belongs. When a reasonable and consistent basis of

allocation can be identified, corporate assets are also allocated

to individual cash-generating units, or otherwise they are

allocated to the smallest group of cash-generating units for

which a reasonable and consistent allocation basis can be

identified.

Before the Group recognises an impairment loss for assets

capitalised as contract costs under IFRS 15, the Group assesses

and recognises any impairment loss on other assets related to

the relevant contracts in accordance with applicable standards.

Then, impairment loss, if any, for assets capitalised as contract

costs is recognised to the extent the carrying amounts exceeds

the remaining amount of consideration that the Group expects

to receive in exchange for related goods or services less the

costs which relate directly to providing those goods or services

that have not been recognised as expenses. The assets

capitalised as contract costs are then included in the carrying

amount of the cash-generating unit to which they belong for the

purpose of evaluating impairment of that cash-generating unit.

3. 主要會計政策（續）

有形及無形資產及遞延合同成本的減值虧損（商譽除外，見上文有關商譽的會計政策）

於報告期末，本集團均會審閱其具有特定使用年期的有形及無形資產及遞延合同成本的賬面值，以釐定有否任何跡象顯示該等資產已出現減值虧損。倘存在任何減值跡象，則會估相關計資產的可收回金額，以釐定減值虧損（如有）的程度。

有形及無形資產的可收回金額個別地進行估計，當倘無法估計個別資產之可收回金額時，本集團則會估計該資產所屬現金產生單位之可收回金額。倘可識別合理及一致之分配基準，則企業資產亦會分配至個別現金產生單位，或分配至可按合理及一致分配基準識別之最小組別現金產生單位。

在本集團根據國際財務報告準則第15

號將資本化為合同成本的資產確認減值虧損前，本集團按適用準則評估及確認任何與相關合同有關的其他資產減值虧損。屆時，倘賬面值超過本集團預期收取以換取相關貨品或服務的代價餘額減與直接關於提供該等貨品或服務的成本（已確認為開支），則就作為合同成本的資本化資產而言之減值虧損（如有）得以確認。資本化為合同成本的資產隨後計入彼等所述現金產生單位的賬面值，作評估該現金產生單位減值之用。

– F-482 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 213

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Impairment on tangible and intangible assets

and deferred contract costs other than goodwill

(see accounting policy in respect of goodwill

above) (continued)

Recoverable amount is the higher of fair value less costs

of disposal and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present

value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific

to the asset (or a cash-generating unit) for which the estimates

of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating unit)

is estimated to be less than its carrying amount, the carrying

amount of the asset (or a cash-generating unit) is reduced to

its recoverable amount. In allocating the impairment loss, the

impairment loss is allocated first to reduce the carrying amount

of any goodwill (if applicable) and then to the other assets on a

pro-rata basis based on the carrying amount of each asset in the

unit. The carrying amount of an asset is not reduced below the

highest of its fair value less costs of disposal (if measurable),

its value in use (if determinable) and zero. The amount of the

impairment loss that would otherwise have been allocated to

the asset is allocated pro rata to the other assets of the unit. An

impairment loss is recognised immediately in profit or loss.

3. 主要會計政策（續）

有形及無形資產及遞延合同成本（商譽除外）的減值虧損（見上文有關商譽的會計政策）（續）

可收回金額為公平值減出售成本的餘額與使用價值兩者之較高者。在評估使用價值時，預計未來現金流量會採用稅前貼現率貼現為現值，該稅前貼現率應反映對貨幣時間價值的當前市場評價及該資產（或現金產生單位）特有的風險（未針對該風險調整估計未來現金流量）。

倘估計資產（或現金產生單位）之可收回金額少於其賬面值，資產（或現金產生單位）之賬面值下調至其可收回金額。於分配減值虧損時，首先分配減值虧損以調低任何商譽的賬面值（如適用），其後根據單位內各資產的賬面值按比例分配至其他資產。一項資產的賬面值不會調低至低於其公平值減出售成本（倘可計量）、使用價值（如可確定）及零（以較高者為準）。分配至資產的減值虧損數額則按單位的其他資產比例分配。減值虧損即時於損益確認。

– F-483 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

214 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Impairment on tangible and intangible assets

and deferred contract costs other than goodwill

(see accounting policy in respect of goodwill

above) (continued)

Where an impairment loss subsequently reverses, the carrying

amount of the asset (or a cash-generating unit) is increased

to the revised estimate of its recoverable amount, but so that

the increased carrying amount does not exceed the carrying

amount that would have been determined had no impairment

loss been recognised for the asset (or a cash-generating unit)

in prior years. A reversal of an impairment loss is recognised

immediately in profit or loss.

Properties for sale

Completed properties and properties under development for

sale are stated at the lower of cost and net realisable value. Cost

includes the cost of land, development expenditure, borrowing

costs capitalised in accordance with the Group’s accounting

policy, and other attributable expenses.

Net realisable value represents the estimated selling price for

properties for sale less all estimated costs of completion and

costs necessary to make the sale.

Properties under development for sales are transferred to

completed properties held for sales upon completion.

Properties under development for sales are transferred to

property, plant and equipment when there is a change in use,

evidenced by commencement of owner-occupation which the

carrying amount is carried forward and transferred to property,

plant and equipment as the cost.

3. 主要會計政策（續）

有形及無形資產及遞延合同成本（商譽除外）的減值虧損（見上文有關商譽的會計政策）（續）

倘減值虧損於其後撥回，則該項資產（或現金產生單位）之賬面值會增加至其經修訂之估計可收回金額，惟增加後之賬面值不得超出過往年度並無就該項資產（或現金產生單位）確認減值虧損時原應釐定之賬面值。減值虧損撥回即時於損益確認。

可供銷售物業

可供銷售已竣工物業及在建物業按成本及可變現淨值（以較低者為準）列賬。成本包括土地成本、發展開支、根據本集團會計政策撥充資本的借款成本及其他應佔開支。

可變現淨值指可供銷售物業之估計售價減全部估計完成成本及所需之銷售費用。

可供銷售在建物業於完工時轉撥至可供銷售已竣工物業。

當用途發生改變並由業主自用開始佐證時，可供銷售在建物業轉撥至物業、廠房及設備，且已轉讓物業的賬面值已結轉並轉撥至物業、廠房及設備。

– F-484 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 215

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Inventories

Inventories represent trading merchandises are stated at the

lower of cost and net realisable value. Costs of inventories

are determined on a first-in-first-out basis. Net realisable value

represents the estimated selling price for inventories less all

estimated costs of completion and costs necessary to make the

sale.

Provisions

Provisions are recognised when the Group has a present

obligation as a result of a past event, and it is probable

that the Group will be required to settle that obligation,

and a reliable estimate can be made of the amount of the

obligation. Provisions are measured at the best estimate of the

consideration required to settle the present obligation at the

end of the reporting period, taking into account the risks and

uncertainties surrounding the obligation. When a provision is

measured using the cash flows estimated to settle the present

obligation, its carrying amount is the present value of those cash

flows (where the effect of the time value of money is material).

Provisions for land acquired are based on estimates of required

expenditure on the properties. The Group estimates its liabilities

for land acquired based upon detailed calculations of the

amount and timing of the future cash expenditure to perform

the required work, escalated for inflation, then discounted at a

discount rate that reflects current market assessment of the

time value of money and the risks specific to the liability such

that the amount of provision reflects the present value of the

expenditures expected to be required to settle the obligation.

Provisions for land acquired are added to the cost of properties

for sale in the period in which the obligation is identified.

3. 主要會計政策（續）

存貨

存貨指按成本及可變現淨值（以較低者為準）列賬之貿易商品。存貨成本按先入先出法釐定。可變現淨值指存貨之估計售價減全部估計完成成本及所需之銷售費用。

撥備

倘本集團因過往事件而產生現有責任，而本集團可能須履行該責任及可對該責任金額作出可靠估計時確認撥備。撥備乃根據於報告期間結算日對償還現有責任所需代價之最佳估算計值，並計及該責任之風險及不確定因素。倘撥備乃按履行現有責任之估計現金流量計值，其賬面值則按有關現金流量之現值計值（倘貨幣時間值的影響重大）。

收購土地撥備為根據對物業所需開支的估計。本集團根據對進行所需工作之未來現金流量開支金額及時間之詳細計算方法，就通脹調高，再按反映貨幣時間值之現行市場評估及負債特定之貼現率貼現，致使撥備反映預期須履行責任開支之現值，從而估計該收購土地之負債。收購土地撥備於確定義務期間加至可供銷售物業成本。

– F-485 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

216 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments

Financial assets and financial liabilities are recognised when a

group entity becomes a party to the contractual provisions of

the instrument. All regular way purchases or sales of financial

assets are recognised and derecognised on a trade date basis.

Regular way purchases or sales are purchases or sales of

financial assets that require delivery of assets within the time

frame established by regulation or convention in the market

place.

Financial assets and financial liabilities are initially measured

at fair value except for trade receivables arising from contracts

with customers which are initially measured in accordance

with IFRS 15 Revenue from Contracts with Customers since 1

January 2018. Transaction costs that are directly attributable to

the acquisition or issue of financial assets and financial liabilities

(other than financial assets and financial liabilities designated

at fair value through profit or loss “FVTPL”) are added to or

deducted from the fair value of the financial assets or financial

liabilities, as appropriate, on initial recognition. Transaction costs

directly attributable to the acquisition of financial assets or

financial liabilities at FVTPL are recognised immediately in profit

or loss.

The effective interest method is a method of calculating the

amortised cost of a financial asset or financial liability and

of allocating interest income and interest expense over the

relevant period. The effective interest rate is the rate that

exactly discounts estimated future cash receipts and payment

(including all fees and points paid or received that form an

integral part of the effective interest rate, transaction costs

and other premiums or discounts) through the expected life of

the financial asset or financial liability, or, where appropriate, a

shorter period, to the net carrying amount on initial recognition.

3. 主要會計政策（續）

金融工具

金融資產及金融負債於集團實體成為工具合約條文之訂約方時確認。所有以常規方式購入或出售金融資產乃按交易日期基準確認及終止確認。以常規方式購入或出售指須於市場規定或慣例所訂時限內交付資產的金融資產購入或出售。

金融資產及金融負債首先按公平值計量，惟產生自客戶合約收入之貿易應收款（自二零一八年一月一日起初步按國際財務報告準則第15號客戶合同收入計量）除外。因收購或發行金融資產及金融負債（指定按公平值計入損益（「按公平值計入損益」）之金融資產及金融負債除外）而直接產生之交易成本於首次確認時計入金融資產或金融負債（如適用）之公平值或自其公平值扣除。就按公平值計入損益之金融資產或金融負債而言，收購直接產生之交易成本即時於損益確認。

實際利率法是一種在相關期間計算金融資產或金融負債的攤銷成本以及分攤利息收入及利息開支的方法。實際利率是在金融資產或金融負債預計年期或較短期間（如適用）內，將估計未來現金收款及支付款項（包括構成實際利率組成部分的所付或所收到的所有費用及點數、交易成本及其他溢價或折讓）準確貼現至於初步確認時的賬面值所使用的利率。

– F-486 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 217

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets (upon application of IFRS 9 Financial Instruments in

accordance with transitions in note 2)

Financial assets that meet the following conditions are

subsequently measured at amortised cost:

objective is to hold financial assets in order to collect

contractual cash flows; and

specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Financia l assets that meet the fol lowing condit ions

are subsequently measured at fair value through other

comprehensive income (“FVTOCI”):

objective is achieved by both collecting contractual cash

flows and selling the financial assets; and

specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

All other financial assets are subsequently measured at FVTPL,

except that at the date of initial application/initial recognition

of a financial asset the Group may irrevocably elect to present

subsequent changes in fair value of an equity investment in

other comprehensive income (“OCI”) if that equity investment

is neither held for trading nor contingent consideration

recognised by an acquirer in a business combination to which

IFRS 3 Business Combinations applies.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（於根據附註2的過渡應用國際財務報告準則第9號金融工具後）

滿足以下條件的金融資產其後按攤銷成本計量：

以收取合同現金流量為目的而持有資產之經營模式下持有之金融資產；及

金融資產之合同條款於指定日期產生之現金流量純粹為支付本金及未償還本金之利息。

滿足以下條件的金融資產其後按公平值計入其他全面收益（「按公平值計入其他全面收益」）計量：

以收取合同現金流量及出售金融資產為目的而持有資產之經營模式下持有之金融資產；及

金融資產之合同條款於指定日期產生之現金流量純粹為支付本金及未償還本金之利息。

所有其他金融資產隨後按公平值計入損益中計量，惟倘非交易用途權益投資亦非於國際財務報告準則第3號「業務合併」適用的收購方所確認的或然代價，於金融資產首次應用╱首次確認日期，本集團可不可撤銷的選擇在其他全面收益（「其他全面收益」）中呈列公平值的其後變動。

– F-487 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

218 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets (upon application of IFRS 9 Financial Instruments in

accordance with transitions in note 2) (continued)

A financial asset is classified as held for trading if:

the near term; or

financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

hedging instrument.

In addition, the Group may irrevocably designate a financial asset that are required to be measured at the amortised cost or FVTOCI as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.

Amortised cost and interest income

Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset from the next reporting period. If the credit risk on the credit impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer credit impaired.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（於根據附註2的過渡應用國際財務報告準則第9號金融工具後）（續）

一項金融資產將分類為持作交易，倘：

‧ 收購該資產時主要的目的是為了近期銷售；或

‧ 於首次確認時為本集團共同管理的已識別金融工具組合的一部分，以及存在近期實際獲取短期收益之模式；或

‧ 屬於不被指定的、有效對沖工具的衍生工具。

此外，本集團可不可撤回地指定一項須按攤銷成本或按公平值計入其他全面收益計量之金融資產以按公平值計入損益表計量，前提為有關指定可消除或大幅減少會計錯配。

攤銷成本及利息收入

利息收入就期後按攤銷成本計量的金融資產而以實際利率法確認。就已購入或已發起信貸減值金融資產以外的金融公具而言，利息收入將實際利率用於金融資產總賬面值來計算，惟期後已變為信貸減值的金融資產除外（見下文）。就期後已變為信貸減值的金融資產而言，利息收入將實際利率用於自下個報告期起計的金融資產攤銷成本來確認。如信貸減值金融工具的信貸風險降低，以讓金融資產不再維持信貸減值，則利息收入在斷定資產不再維持信貸減值後，將實際利率用於自報告期開始時起計的金融資產總賬面值來確認。

– F-488 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 219

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets (upon application of IFRS 9 in accordance with

transitions in note 2) (continued)

Equity instruments designated as at FVTOCI

Investments in equity instruments at FVTOCI are initially

measured at fair value plus transaction costs. Subsequently,

they are measured at fair value with gains and losses arising

from changes in fair value recognised in OCI and accumulated in

FVTOCI reserve; and are not subject to impairment assessment.

The cumulative gain or loss will not be reclassified to profit or

loss on disposal of the equity investments, and will continue to

be held in the FVTOCI reserve.

Dividends on these investments in equity instruments are

recognised in profit or loss when the Group’s right to receive

the dividends is established in accordance with IFRS 9 Financial

Instruments, unless the dividends clearly represent a recovery

of part of the cost of the investment. Dividend are included in

the “other income, gains and losses” line item in profit or loss.

Financial assets at FVTPL

Financial assets that do not meet the criteria for being

measured at amortised cost or FVTOCI or designated as FVTOCI

are measured at FVTPL.

Financial assets at FVTPL (including structured deposits) are

measured at fair value at the end of each reporting period, with

any fair value gains or losses recognised in profit or loss. The net

gain or loss recognised in profit or loss includes any dividend

or interest earned on the financial asset and is included in the

“other income, gains and losses” line item in profit or loss.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（於根據附註2的過渡應用國際財務報告準則第9號金融工具後）（續）

指定為按公平值計入其他全面收益之股本工具

指定為按公平值計入其他全面收益之股本工具的初步投資按公平值加交易成本計量。其後，股本工具按公平值計量，其公平值變動產生的收益及虧損於其他全面收益確認並於按公平值計入其他全面收益儲備內累計；無須作減值評估。累計損益將不重新分類至出售股本投資之損益，並將繼續計入按公平值計入其他全面收益儲備。

當本集團根據國際財務報告準則第9號金融工具確認收取股息的權利時，該等股本工具投資的股息於損益中確認，除非股息明確表示收回部分投資成本。股息計入損益中「其他收入、收益及虧損」的項目中。

按公平值計入損益的金融資產

金融資產如不符合按攤銷成本計量或按公平值計入其他全面收益的方式計量或指定為按公平值計入其他全面收益的條件，則按公平值計入損益的方式計量。

於各報告期末，按公平值計入損益的金融資產（包括結構性存款）按公平值計量，而任何公平值收益或虧損於損益確認。於損益確認的收益或虧損淨額包括就金融資產所賺取的任何股息或利息，並於損益中計入「其他收入、收益及虧損」項目內。

– F-489 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

220 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (upon application of IFRS

9 Financial Instruments in accordance with transitions in

note 2)

The Group recognises a loss allowance for ECL on financial

assets which are subject to impairment under IFRS 9 Financial

Instruments (including trade and other receivables, amounts

due from non-controlling shareholders of subsidiaries, joint

ventures, related parties and associates, restricted bank

deposits, bank balances and cash, and financial guarantees

contracts). The amount of ECL is updated at each reporting date

to reflect changes in credit risk since initial recognition.

Lifetime ECL represents the ECL that will result from all

possible default events over the expected life of the relevant

instrument. In contrast, 12-month ECL (“12m ECL”) represents

the portion of lifetime ECL that is expected to result from default

events that are possible within 12 months after the reporting

date. Assessment are done based on the Group’s historical

credit loss experience, adjusted for factors that are specific to

the debtors, general economic conditions and an assessment of

both the current conditions at the reporting date as well as the

forecast of future conditions.

The Group always recognises lifetime ECL for trade receivables.

The ECL on these assets are collectively using a provision

matrix with appropriate groupings.

For all other instruments, the Group measures the loss

allowance equal to 12m ECL, unless when there has been a

significant increase in credit risk since initial recognition, the

Group recognises lifetime ECL. The assessment of whether

lifetime ECL should be recognised is based on significant

increase in the likelihood or risk of a default occurring since

initial recognition.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（於根據附註2的過渡應用國際財務報告準則第9號金融工具後）（續）

本集團根據香港財務報告準則第9號金融工具就發生減值之金融資產（包括貿易及其他應收款、應收附屬公司非控股股東、合營企業、關連公司及聯營公司款項、受限制現金、銀行結餘及現金以及財務擔保合同）確認預期信貸虧損的虧損準備。預期信貸虧損的金額於各報告日期更新，以反映自初始確認後信用風險的變化。

存續期預期信貸虧損指將相關工具的預期使用期內所有可能的違約事件產生之預期信貸虧損。相反，12個月預期信貸虧損（「12個月預期信貸虧損」）將預期於報告日期後12個月內可能發生的違約事件導致之存續期預期信貸虧損部分。評估乃根據本集團的歷史信貸虧損經驗進行，並根據債務人特有的因素、一般經濟狀況以及對報告日期當前狀況的評估以及對未來狀況的預測作出調整。

本集團通常就貿易應收款確認存續期預期信貸虧損。該等資產的預期信貸虧損使用適宜組別的撥備矩陣進行集體評估。

就所有其他工具而言，本集團計量的虧損準備等於12個月預期信貸虧損，除非自初始確認後信用風險顯著增加，本集團確認存續期預期信貸虧損。是否應確認存續期預期信貸虧損的評估乃基於自初始確認以來發生違約之可能性或風險的顯著增加。

– F-490 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 221

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (upon application of IFRS

9 Financial Instruments in accordance with transitions in

note 2) (continued)

(i) Significant increase in credit risk

In assessing whether the credit risk has increased

significantly since initial recognition, the Group compares

the risk of a default occurring on the financial instrument

as at the reporting date with the risk of a default

occurring on the financial instrument as at the date of

initial recognition. In making this assessment, the Group

considers both quantitative and qualitative information

that is reasonable and supportable, including historical

experience and forward-looking information that is

available without undue cost or effort.

In particular, the following information is taken into

account when assessing whether credit risk has increased

significantly:

financial instrument’s external (if available) or internal

credit rating;

of credit risk, e.g. a significant increase in the credit

spread, the credit default swap prices for the debtor;

financial or economic conditions that are expected to

cause a significant decrease in the debtor’s ability to

meet its debt obligations;

operating results of the debtor;

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（於根據附註2的過渡應用國際財務報告準則第9號金融工具後）（續）

(i) 信用風險顯著增加

於評估自初始確認後信用風險是否顯著增加時，本集團將於報告日期金融工具發生之違約風險與初始確認日起金融工具發生之違約風險進行比較。在進行該評估時，本集團會考慮合理有據的定量和定性資料，包括無需付出不必要的成本或努力而可得之歷史經驗及前瞻性資料。

特別是，在評估信用風險是否顯著增加時，會考慮以下資料：

金融工具的外部（如有）或內部信用評級的實際或預期顯著惡化；

外部市場信用風險指標的顯著惡化，如信貸利差大幅增加，債務人的信用違約掉期價格；

預計會導致債務人償還債務能力大幅下降的業務、財務或經濟狀況的現有或預測的不利變化；

債務人經營業績的實際或預期顯著惡化；

– F-491 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

222 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (upon application of IFRS

9 Financial Instruments in accordance with transitions in

note 2) (continued)

(i) Significant increase in credit risk (continued)

in the regulatory, economic, or technological

environment of the debtor that results in a

significant decrease in the debtor’s ability to meet its

debt obligations.

Irrespective of the outcome of the above assessment,

the Group presumes that the credit risk on a financial

asset has increased significantly since initial recognition

when contractual payments are more than 30 days past

due, unless the Group has reasonable and supportable

information that demonstrates otherwise.

Despite the aforegoing, the Group assumes that the

credit risk on a debt instrument has not increased

significantly since initial recognition if the debt instrument

is determined to have low credit risk at the reporting date.

A debt instrument is determined to have low credit risk if

i) the financial instrument has a low risk of default, ii) the

borrower has a strong capacity to meet its contractual

cash flow obligations in the near term and iii) adverse

changes in economic and business conditions in the

longer term may, but will not necessarily, reduce the

ability of the borrower to fulfil its contractual cash flow

obligations. The Group considers a debt instrument to

have low credit risk when it has an internal or external

credit rating of ‘investment grade’ as per globally

understood definition.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（於根據附註2的過渡應用國際財務報告準則第9號金融工具後）（續）

(i) 信用風險顯著增加（續）

導致債務人償還債務能力大幅下降的債務人監管、經濟或技術環境的實際或預期的重大不利變化。

不論上述評估之結果如何，本集團認為，當合同付款逾期超過30天，則自初始確認以來金融資產的信用風險已顯著增加，除非本集團有合理有據之資料證明。

儘管如此，倘一項債務工具於報告日期被確定為信貸風險較低，則本集團假設該項債務工具的信貸風險自初始確認起並無重大增加。在下列情況下，一項債務工具被定為具有較低的信貸風險，倘 i)該金融工具違約風險較低；ii)借款人近期具充分償付合約現金流量負債的能力；及 iii)長遠而言經濟及業務狀況的不利變動未必會降低借款人償付合約現金流量負債的能力。倘一項債務工具的內部或外部信貸風險評級為國際通用的「投資評級」，則本集團認為該債務工具的信貸風險較低。

– F-492 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 223

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (upon application of IFRS

9 Financial Instruments in accordance with transitions in

note 2) (continued)

(i) Significant increase in credit risk (continued)

For financial guarantee contracts, the date that the

Group becomes a party to the irrevocable commitments

is considered to be the date of initial recognition for

the purposes of assessing the financial instrument

for impairment. In assessing whether there has been

a significant increase in the credit risk since initial

recognition of financial guarantee contracts, the Group

considers the changes in the risk that the specified debtor

will default on the contract.

The Group regularly monitors the effectiveness of

the criteria used to identify whether there has been a

significant increase in credit risk and revises them as

appropriate to ensure that the criteria are capable of

identifying significant increase in credit risk before the

amount becomes past due.

(ii) Definition of default

For internal credit risk management, the Group considers

an event of default occurs when information developed

internally or obtained from external sources indicates that

the debtor is unlikely to pay its creditors, including the

Group, in full (without taking into account any collaterals

held by the Group).

Irrespective of the above, the Group considers that

default has occurred when the instrument is more than

90 days past due unless the Group has reasonable and

supportable information to demonstrate that a more

lagging default criterion is more appropriate.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（於根據附註2的過渡應用國際財務報告準則第9號金融工具後）（續）

(i) 信用風險顯著增加（續）

就財務擔保合同而言，本集團成為不可撤回承擔的承擔方當日被視為就評估金融工具減值進行初步確認日期。於評估信貸風險在初步確認財務擔保合同後有否大幅增長時，本集團認為，風險變動乃特定債務人將違反合同。

本集團定期監控用以識別信貸風險有否大幅增加的標準之效益，且修訂標準（如適當）來確保標準能在金額逾期前識別信貸風險大幅增加。

(ii) 違約定義

就內部信貸風險管理而言，本集團認為，違約事件在內部制訂或得自外界來源的資料顯示債務人不大可能悉數向債權人（包括本集團）還款（未計及本集團所持任何抵押品）時發生。

不論上文所述，本集團認為，已於金融資產逾期超過90日後發生違約，惟本集團有合理有據資料來顯示更加滯後的違約標準更為恰當。

– F-493 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

224 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (upon application of IFRS

9 Financial Instruments in accordance with transitions in

note 2) (continued)

(iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more

events of default that have a detrimental impact on the

estimated future cash flows of that financial asset have

occurred. Evidence that a financial asset is credit impaired

includes observable data about the following events:

(a) significant financial difficulty of the issuer or the

borrower;

(b) a breach of contract, such as a default or past due

event;

(c) the lender(s) of the borrower, for economic or

contractual reasons relating to the borrower’s

financial difficulty, having granted to the borrower a

concession(s) that the lender(s) would not otherwise

consider;

(d) it is becoming probable that the borrower will enter

bankruptcy or other financial reorganisation; or

(e) the disappearance of an active market for that

financial asset because of financial difficulties.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（於根據附註2的過渡應用國際財務報告準則第9號金融工具後）（續）

(iii) 信貸減值金融資產

金融資產在一項或以上違約事件（對該金融資產估計未來現金流量構成不利影響）發生時維持信貸減值。金融資產維持信貸減值的證據包括有關下列事件的可觀察數據：

(a) 發行人或借款人的重大財困；

(b) 違反合約（如違約或逾期事件）；

(c) 借款人的貸款人因有關借款人財困的經濟或合約理由而向借款人批出貸款人不會另行考慮的優惠；

(d) 借款人將可能陷入破產或其他財務重組；或

(e) 該金融資產的活躍市場因財困而消失。

– F-494 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 225

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (upon application of IFRS

9 Financial Instruments in accordance with transitions in

note 2) (continued)

(iv) Write-off policy

The Group writes off a financial asset when there is

information indicating that the counterparty is in severe

financial difficulty and there is no realistic prospect of

recovery, for example, when the counterparty has been

placed under liquidation or has entered into bankruptcy

proceedings. Financial assets written off may still be

subject to enforcement activities under the Group’s

recovery procedures, taking into account legal advice

where appropriate. A write-off constitutes a derecognition

event. Any subsequent recoveries are recognised in profit

or loss.

(v) Measurement and recognition of ECL

The measurement of ECL is a function of the probability

of default, loss given default (i.e. the magnitude of the

loss if there is a default) and the exposure at default.

The assessment of the probability of default and loss

given default is based on historical data adjusted by

forward-looking information. Estimation of ECL reflects

an unbiased and probability-weighted amount that is

determined with the respective risks of default occurring

as the weights.

Generally, the ECL is estimated as the difference between

all contractual cash flows that are due to the Group in

accordance with contract and all the cash flows that the

Group expects to receive, discounted at the effective

interest date determined at initial recognition.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（於根據附註2的過渡應用國際財務報告準則第9號金融工具後）（續）

(iv) 撇銷政策

當有資料顯示交易對手方有嚴重財務困難及沒有實際可收回預期，例如，當交易對手方被清算或已進入破產程序時，本集團會把該金融資產撇銷。根據本集團收回程序並考慮法律建議（如適用），金融資產撇銷可能仍受到執法活動的約束。撇銷構成終止確認事件。任何其後收回均於損益中確認。

(v) 預期信貸虧損之計量及確認

預期信貸虧損之計量為違約概率、違約虧損（即違約時虧損大小）及違約時風險敞口之函數。違約概率及違約虧損之評估乃基於歷史數據按前瞻性資料作調整。預期信貸虧損的預估乃無偏概率加權平均金額，以發生違約的風險為權重確定。

一般而言，預期信貸虧損為根據合同應付本集團之所有合同現金流量與本集團預期收取之所有現金流量之間的差額（按初始確認時釐定之有效利率貼現）。

– F-495 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

226 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (upon application of IFRS

9 Financial Instruments in accordance with transitions in

note 2) (continued)

(v) Measurement and recognition of ECL (continued)

For a financial guarantee contract, the Group is required to make payments only in the event of a default by the debtor in accordance with the terms of the instrument that is guaranteed. Accordingly, the expected losses is the present value of the expected payments to reimburse the holder of a credit loss that it incurs less any amounts that the Group expects to receive from the holder, the debtor or any other party.

For ECL on financial guarantee contracts for which the effective interest rate cannot be determined, the Group will apply a discount rate that reflects the current market assessment of the time value of money and the risks that are specific to the cash flows but only if, and to the extent that, the risks are taken into account by adjusting the discount rate instead of adjusting the cash shortfalls being discounted.

Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit impaired, in which case interest income is calculated based on amortised cost of the financial asset.

For financial guarantee contracts, the loss allowances are recognised at the higher of the amount of the loss allowance determined in accordance with IFRS 9 Financial Instruments; and the amount initially recognised less, where appropriate, cumulative amount of income recognised over the guarantee period.

The Group recognises an impairment gain or loss in profit or loss for all financial instruments by adjusting their carrying amount, with the exception of accounts, where the corresponding adjustment is recognised through a loss allowance account.

3. 主要會計政策（續）

金融工具（續）

金融資產的其後分類及計量（於根據附註2的過渡應用國際財務報告準則第9號金融工具後）（續）

(v) 預期信貸虧損之計量及確認（續）

就財務擔保合同而言，本集團僅需於債務人違反擔保文據條款之情況下作出付款。因此，預期虧損為補償持有人就所產生之信貸虧損的預期付款現值，扣除本集團預期自持有人、債務人或任何其他人士收取的任何款項。

就無法釐定實際利率的財務擔保合同的預期信貸虧損而言，本集團將採納反映目前對貨幣時間價值的市場評估及該現金流量特定風險的貼現率，惟僅限於風險按調整貼現率而非調整所貼現的現金不足納入考慮時。

利息收入乃根據金融資產之賬面總額計算，除非金融資產發生信貸減值，在此情況下，利息收入根據金融資產之攤銷成本計算。

就財務擔保合同而言，虧損撥備乃按國際財務報告準則第9號金融工具釐定的虧損撥備金額與初始確認的金額減（如適用）於擔保期間確認的累計收入金額的較高者確認。

本集團透過調整賬面值於損益確認所有金融工具的減值收益或虧損，惟應收款除外，其相關調整乃透過虧損撥備賬予以確認。

– F-496 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 227

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets (before application of IFRS 9 Financial Instruments

on 1 January 2018)

The Group’s financial assets are classified into (i) financial assets

at FVTPL, (ii) available-for-sale (“AFS”) financial asset and (iii)

loans and receivables. The classification depends on the nature

and purpose of the financial assets and is determined at the

time of initial recognition. All regular way purchases or sales of

financial assets are recognised and derecognised on a trade

date basis. Regular way purchases or sales are purchases or

sales of financial assets that require delivery of assets within

the time frame established by regulation or convention in the

marketplace.

Financial assets at FVTPL

Financial asset is classified as at FVTPL when the financial asset

is (i) held for trading or (ii) it is designated as at FTVPL or (iii)

contingent consideration that may be received by an acquirer

as part of a business combination to which IFRS 3 Business

Combinations applies.

A financial asset is classified as held for trading if:

the near term; or

financial instruments that the Group manages together

and has a recent actual pattern of short-term profit-taking;

or

hedging instrument.

3. 主要會計政策（續）

金融工具（續）

金融資產的分類及其後計量（於二零一八年一月一日應用國際財務報告準則第9號金融工具之前）

本集團的金融資產分類為 (i)按公平值計入損益之金融資產，(ii)可供出售（「可供出售」）金融資產及 (iii)貸款及應收款。分類取決於金融資產的性質和宗旨，並在初始確認時確定。所有日常買賣之金融資產於交易日確認及終止確認。日常買賣指須根據市場規則或慣例訂立之時間內交收資產之金融資產買賣。

按公平值計入損益之金融資產

當金融資產 (i)持作買賣或 (ii)指定為按公平值計入損益或 (iii)作為香港財務報告準則第3號業務合併適用之業務合併的一部分，收購方可能支付之或然代價時，該金融資產則被分類為按公平值計入損益之金融資產。

一項金融資產將分類為持作交易，倘：

‧ 收購該資產時主要的目的是為了近期銷售；或

‧ 於首次確認時為本集團共同管理的已識別金融工具組合的一部分，以及存在近期實際獲取短期收益之模式；或

‧ 屬於不被指定的、有效對沖工具的衍生工具。

– F-497 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

228 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets (before application of IFRS 9 Financial Instruments

on 1 January 2018) (continued)

Financial assets at FVTPL (continued)

A financial asset other than a financial asset held for trading or

contingent consideration that may be received by an acquirer as

part of a business combination may be designated as at FVTPL

upon initial recognition if:

measurement or recognition inconsistency that would

otherwise arise; or

assets or financial liabilities or both, which is managed

and its performance is evaluated on a fair value basis,

in accordance with the Group’s documented risk

management or investment strategy, and information

about the grouping is provided internally on that basis; or

embedded derivatives, and IAS 39 Financial Instruments:

Recognition and Measurement permits the entire

combined contract (asset or liability) to be designated as

at FVTPL.

Financial assets at FVTPL is stated at fair value, with any gain

or loss arising on remeasurement recognised in profit or loss.

The net gain or loss recognised in profit or loss includes any

dividend or interest earned on the financial asset and is included

in the other income, gains and losses line item. Fair value is

determined in the manner described in note 47(c).

3. 主要會計政策（續）

金融工具（續）

金融資產的分類及其後計量（於二零一八年一月一日應用國際財務報告準則第9號金融工具之前）（續）

按公平值計入損益之金融資產（續）

除持作買賣之金融資產或作為業務合併的一部分，收購方可能支付之或然代價外，倘金融資產屬下列情況，則可能在首次確認時獲指定為按公平值計入損益：

‧ 有關指定能消除或大幅減少計量或確認所產生之不一致；或

‧ 根據本集團明文規定之風險管理或投資策略，該金融資產構成按公平值管理及予以評估其表現之一組金融資產或一組金融負債或兩者，並按該基準在公司內部提供有關如何分組之資料；或

‧ 其構成載有一種或以上嵌入式衍生工具之合約，而國際會計準則第39

號金融工具：確認及計量准許整份合併合約（資產或負債）獲指定為按公平值計入損益。

按公平值計入損益的金融資產按公平值列賬，而其重新計量所產生之收益或虧損計入損益。計入損益之收益或虧損淨額不包括該等金融資產所賺取的任何股息或利息且計入其他收入，收益及虧損項下。公平值按照附註47(c)所述方式釐定。

– F-498 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 229

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets (before application of IFRS 9 Financial Instruments

on 1 January 2018) (continued)

Loans and receivables

Loans and receivables are non-derivative financial assets with

fixed or determinable payments that are not quoted in an active

market. Subsequent to initial recognition, loans and receivables

(including trade and other receivables, amounts due from non-

controlling shareholders of subsidiaries, amounts due from

related parties, amounts due from joint ventures, amounts due

from associates, restricted bank deposits and bank balances

and cash) are measured at amortised cost using the effective

interest method, less any impairment (see the accounting policy

in respect of impairment of financial assets below).

Available-for-sale (“AFS”) financial asset

AFS financial asset is non-derivatives that is either designated

or not classified as (a) loans and receivables, (b) held-to-maturity

investment or (c) financial assets at FVTPL.

Equity and debt security held by the Group that are classified

as AFS financial asset and are traded in an active market are

measured at fair value at the end of each reporting period.

Changes in the carrying amount of AFS debt instrument relating

to interest income calculated using the effective interest

method is recognised in profit or loss. Dividend on AFS equity

investment is recognised in the profit or loss when the Group’s

right to receive the dividend is established. Other change in the

carrying amount of AFS financial asset is recognised in other

comprehensive income and accumulated under the heading

of revaluation reserve. When the investment is disposed of

or is determined to be impaired, the cumulative gain or loss

previously accumulated in the revaluation reserve is reclassified

to profit or loss (see the accounting policy in respect of

impairment loss of financial assets below).

3. 主要會計政策（續）

金融工具（續）

金融資產的分類及其後計量（於二零一八年一月一日應用國際財務報告準則第9號金融工具之前）（續）

貸款及應收款

貸款及應收款為在活躍市場上並無報價而具有固定或待定付款的非衍生金融資產。於初始確認後，貸款及應收款（包括貿易及其他應收款、應收附屬公司之非控股股東款項、應收關連公司款項、應收合營企業款項、應收關聯公司款項、受限制銀行存款及銀行結餘及現金）採用實際利率法按攤銷成本減任何減值計量（參見下文有關金融資產減值的會計政策）。

可供出售（「可供出售」）金融資產

可供出售金融資產為指定或並無分類為(a)貸款及應收款，(b)持有至到期投資或(c)按公平值計入損益之金融資產之非衍生工具。

本集團持有分類為可供出售金融資產並於活躍市場交易之股票及債務證券於在各報告期末以公平值計量，公平值不能可靠計量的非上市股權投資除外。有關利息收入之可供出售債務工具賬面值變動乃採用實際利率法計算，並於損益確認。可供出售股本投資之股息在本集團收取股息的權利確立時於損益確認。可供出售金融資產賬面值之其他變動於其他全面收入內確認並於重估儲備中累計。倘投資被出售或釐定為已出現減值，先前於重估儲備中累計的累計收益或虧損將重新分類為損益（參見下文有關金融資產減值虧損之會計政策）。

– F-499 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

230 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Classification and subsequent measurement of financial

assets (before application of IFRS 9 Financial Instruments

on 1 January 2018) (continued)

Available-for-sale (“AFS”) financial asset (continued)

AFS equity investment that does not have a quoted market

price in an active market and whose fair value cannot be

reliably measured and derivatives that are linked to and must

be settled by delivery of such unquoted equity investment, it is

measured at cost less any identified impairment loss at the end

of the reporting period (see the accounting policy in respect of

impairment of financial assets below).

Effective interest method

The effective interest method is a method of calculating the

amortised cost of a debt instrument and of allocating interest

income over the relevant period. The effective interest rate is

the rate that exactly discounts estimated future cash receipts

(including all fees paid or received that form an integral part

of the effective interest rate, transaction costs and other

premiums or discounts) through the expected life of the debt

instrument, or, where appropriate, a shorter period to the net

carrying amount on initial recognition.

Interest income is recognised by applying the effective interest

rate, except for short-term receivables where the recognition of

interest would be immaterial.

3. 主要會計政策（續）

金融工具（續）

金融資產的分類及其後計量（於二零一八年一月一日應用國際財務報告準則第9號金融工具之前）（續）

可供出售（「可供出售」）金融資產（續）

並無於活躍市場報價及公平值不能可靠計量之可供出售股本投資以及與該等未報價股本投資相掛鉤且須透過交付該等未報價股本投資之方式結算的衍生工具，於報告期末按成本減任何已識別的減值虧損計量（參見下文有關金融資產減值的會計政策）。

實際利率法

實際利率法是一種計算債務工具的攤銷成本以及在相關期間分攤利息收入的方法。實際利率是在債務工具預計年期或較短期間（如適用）內，將其估計未來現金收入（包括所有構成實際利率不可缺少的一部分所支付或收取的費用、交易成本及其他溢價或折扣）準確貼現至於初步確認時的賬面值所使用的利率。

利息收入以實際利率基準確認，惟短期應收款因確認其利息並不重大而除外。

– F-500 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 231

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (before application of IFRS 9

Financial Instruments on 1 January 2018)

Financial assets other than those at FVTPL are assessed for

indicators of impairment at the end of the reporting period.

Financial assets are considered to be impaired where there is

objective evidence that, as a result of one or more events that

occurred after the initial recognition of the financial assets,

the estimated future cash flows of the investment have been

affected.

For AFS equity investment, a significant or prolonged decline in

the fair value of that investment below its cost is considered to

be objective evidence of impairment.

For all other financial assets, objective evidence of impairment

could include:

counterparty; or

interest and principal payments; or

bankruptcy or financial re-organisation; or

asset because of financial difficulties.

3. 主要會計政策（續）

金融工具（續）

金融資產減值（於二零一八年一月一日應用國際財務報告準則第9號金融工具之前）

金融資產（按公平值計入損益之金融資產除外）需於報告期末評估是否具有減值跡象。倘有客觀證據顯示，有關投資的估計未來現金流量已因於初步確認金融資產後發生的一件或多件事件而受到影響，則會對金融資產作出減值。

就可供出售股本投資而言，該項投資的公平值大幅或長期下跌至低於其成本會被視為減值的客觀證據。

就所有其他金融資產而言，減值的客觀證據可包括：

發行人或交易對手方出現重大財務困難；或

利率及本金支付款項違約或拖欠等違約情況；或

借款人很可能破產或出現財務重組；或

由於財務困難該金融資產失去活躍市場。

– F-501 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

232 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (before application of IFRS 9

Financial Instruments on 1 January 2018) (continued)

For certain of financial assets, such as trade receivables, that

are assessed not to be impaired individually are, in addition,

assessed for impairment on a collective basis. Objective

evidence of impairment for a portfolio of receivables could

include the Group’s past experience of collecting payments,

an increase in the number of delayed payments in the portfolio

past the credit period, as well as observable changes in national

or local economic conditions that correlate with default on

receivables.

The amount of the impairment loss recognised is the difference

between the asset’s carrying amount and the present value of

estimated future cash flows discounted at the financial asset’s

original effective interest rate.

The carrying amount of the financial asset is reduced by

the impairment loss directly for all financial assets with the

exception of trade receivables, where the carrying amount is

reduced through the use of an allowance account. Changes in

the carrying amount of the allowance account are recognised

in profit or loss. When a trade receivable is considered

uncollectible, it is written off against the allowance account.

Subsequent recoveries of amounts previously written off are

credited against the allowance account.

3. 主要會計政策（續）

金融工具（續）

金融資產減值（於二零一八年一月一日應用國際財務報告準則第9號金融工具之前）（續）

就若干金融資產而言，例如貿易應收款，若估計不會出現個別減值，則隨後將以共同基準評估減值。一籃子應收款的客觀減值證據可能包括本集團過往收取付款的經歷、於一籃子應收款過往信貸期內延遲支付的次數增加，以及與應收款違約相關之全國或地方經濟條件的可觀察變動。

已確認減值虧損金額為資產賬面值與按金融資產原先實際利率折現估計未來現金流量現值之間的差額。

對於所有金融資產，其賬面值均由減值虧損直接抵減，惟貿易應收款賬面值則透過撥備賬抵減。撥備賬賬面值變動於損益中確認。若一項貿易應收款被視為無法收回，則於撥備賬中撇銷。若此前撇銷之金額隨後撥回，則於撥備賬中撇銷。

– F-502 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 233

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Impairment of financial assets (before application of IFRS 9

Financial Instruments on 1 January 2018) (continued)

When an AFS financial asset is considered to be impaired,

cumulative gains and losses previously recognised in other

comprehensive income are reclassified to profit or loss in the

period. Such impairment loss will not be reversed in subsequent

periods.

If, in a subsequent period, the amount of impairment loss

decreases and the decrease can be related objectively to an

event occurring after the impairment loss was recognised, the

previously recognised impairment loss is reversed through

profit or loss to the extent that the carrying amount of the asset

at the date the impairment is reversed does not exceed what

the amortised cost would have been had the impairment not

been recognised.

Financial liabilities and equity instruments

Debt and equity instruments issued by a group entity are

classified as either financial liabilities or as equity in accordance

with the substance of the contractual arrangements entered

into and the definitions of a financial liability and an equity

instrument.

Equity instruments

An equity instrument is any contract that evidences a

residual interest in the assets of an entity after deducting all

of its liabilities. Equity instruments issued by the Group are

recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is

recognised and deducted directly in the equity. No gain or loss

is recognised in profit or loss on the purchase, sale, issue or

cancellation of the Company’s own equity instruments.

3. 主要會計政策（續）

金融工具（續）

金融資產減值（於二零一八年一月一日應用國際財務報告準則第9號金融工具之前）（續）

當可供出售金融資產被視為已減值，先前於其他全面收益確認的累計損益於期內重新分類至損益。有關減值虧損將不會於隨後期間撥回。

倘於隨後期間，減值虧損金額下跌，而有關下跌客觀地與確認減值虧損之後發生的事件有關，則過往確認的減值虧損會透過損益表撥回，而於減值日期撥回的資產賬面值不得超過倘未有確認減值時的攤銷成本。

金融負債及股本工具

集團實體所發行的債務及股本工具根據所訂立的合約安排的具體內容及金融負債與股本工具的定義進行分類為金融負債或為股本。

股本工具

股本工具是證明在扣除所有負債後於實體資產之剩餘權益的任何合約。本集團發行的股本工具按已收款項扣除直接發行成本而確認。

購回本公司自身的股本工具在權益中確認並直接扣除。購買、出售、發行或註銷本公司自身的股本工具時不得確認收益或虧損。

– F-503 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

234 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Financial liabilities and equity instruments (continued)

Effective interest method

The effective interest method is a method of calculating the

amortised cost of a financial liability and of allocating interest

expense over the relevant period. The effective interest rate is

the rate that exactly discounts estimated future cash payments

(including all fees and points paid or received that form an

integral part of the effective interest rate, transaction costs and

other premiums or discounts) through the expected life of the

financial liability, or, where appropriate, a shorter period, to the

net carrying amount on initial recognition. Interest expense is

recognised on an effective interest basis.

Financial liabilities at amortised cost

Financial liabilities (including bank and other borrowings,

trade and other payables, amounts due to non-controlling

shareholders of subsidiaries, amounts due to joint ventures,

amount due to an associate, loans from non-controlling

shareholders of subsidiaries and senior notes and bonds) are

subsequently measured at amortised cost using the effective

interest method.

Derivative financial instruments

Derivatives are initially recognised at fair value at the date when

derivative contracts are entered into and are subsequently

remeasured to their fair value at the end of the reporting

period. The resulting gain or loss is recognised in profit or loss

immediately unless the derivative is designated and effective

as a hedging instrument, in which event the timing of the

recognition in profit or loss depends on the nature of the hedge

relationship.

3. 主要會計政策（續）

金融工具（續）

金融負債及股本工具（續）

實際利率法

實際利率法是一種在相關期間計算金融負債的攤銷成本以及分攤利息開支的方法。實際利率是在金融負債預計年期或較短期間（如適用）內，將估計未來現金支付款項（包括構成實際利率組成部分的所支付或所收取的所有費用及點數、交易成本及其他溢價或折讓）準確貼現至於初步確認時的賬面值所使用的利率。利息開支以實際利率基準確認。

按攤銷成本列賬的金融負債

金融負債（包括銀行及其他借款、貿易及其他應付款、應付附屬公司非控股股東款項、應付合營企業款項、應付一間聯營公司款項、來自附屬公司非控股股東的貸款及優先票據及債券）隨後使用實際利率法按攤銷成本計量。

衍生金融工具

衍生工具於訂立衍生合約當日初步按公平值確認，其後於報告期末按公平值重新計量。因此產生的收益或虧損即時於損益確認，除非衍生工具指定為及有效用作對沖工具，在此情況下，於損益確認的時間視乎對沖關係的性質而定。

– F-504 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 235

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Financial liabilities and equity instruments (continued)

Embedded derivatives (under IFRS 9 Financial Instruments

since 1 January 2018)

Derivatives embedded in hybrid contracts that contain financial

asset hosts within the scope of IFRS 9 Financial Instruments

are not separated. The entire hybrid contract is classified and

subsequently measured in its entirety as either amortised cost

or fair value as appropriate.

Derivatives embedded in non-derivative host contracts that

are not financial assets within the scope of IFRS 9 Financial

Instruments are treated as separate derivatives when they meet

the definition of a derivative, their risks and characteristics are

not closely related to those of the host contracts and the host

contracts are not measured at FVTPL.

Embedded derivatives (before application of IFRS 9

Financial Instruments on 1 January 2018)

Derivatives embedded in non-derivative host contracts are

treated as separate derivatives when they meet the definition of

a derivative, their risks and characteristics are not closely related

to those of the host contracts and the host contracts are not

measured at FVTPL.

Financial guarantee contracts

A financial guarantee contract is a contract that requires the

issuer to make specified payments to reimburse the holder for a

loss it incurs because a specified debtor fails to make payment

when due in accordance with the terms of a debt instrument.

A financial guarantee contract issued by the Group and

not designated at FVTPL is recognised initially at fair value.

Subsequent to initial recognition, the Group measures the

financial guarantee contract at the higher of:

3. 主要會計政策（續）

金融工具（續）

金融負債及股本工具（續）

嵌入衍生工具（自二零一八年一月一日起根據國際財務報告準則第9號金融工具）

嵌入混合合約的衍生工具（包括於國際財務報告準則第9號金融工具界定範圍內的主金融資產），不會視為單獨的衍生工具。整個混合合約（如適用）按攤銷成本或按公平值計入損益分類再進行計量。

倘嵌入非衍生主合約的衍生工具（並非國際財務報告準則第9號金融工具界定範圍內的金融資產）符合衍生工具的定義、其風險及特質與主合約並無密切關係，且主合約並非按公允價值計入損益，則該等衍生工具視為單獨的衍生工具。

嵌入式衍生工具（於二零一八年一月一日應用國際財務報告準則第9號金融工具之前）

當嵌入式衍生工具符合衍生工具之定義，其風險及特質與主體合約並非緊密關連，同時主體合約並非按公平值計入損益計量時，非衍生主體合約之嵌入式衍生工具被視為獨立的衍生工具。

財務擔保合約

財務擔保合約乃規定發行人在由於某債務人未能按照某債務工具的條款在到期時付款而出現虧損時向持有人作出具體償付的合約。

本集團發行並非指定按公平值計入損益的財務擔保合約初步按公平值確認。於初步確認後，本集團以下列較高者計量財務擔保合約：

– F-505 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

236 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Financial guarantee contracts (continued)

(i) the amount of the obligation under the contract, as

determined in accordance with recognition of expected

credit losses under IFRS 9 Financial Instruments (since 1

January 2018)/IAS 37 Provisions, Contingent Liabilities and

Contingent Assets (before application of IFRS 9 Financial

Instruments on 1 January 2018); and

(ii) the amount initially recognised less, when appropriate,

cumulative amortisation recognised over the guarantee

period.

Derecognition

The Group derecognises a financial asset only when the

contractual rights to the cash flows from the asset expire, or

when it transfers the financial asset and substantially all the

risks and rewards of ownership of the asset to another entity.

If the Group neither transfers nor retains substantially all the

risks and rewards of ownership and continues to control the

transferred asset, the Group continues to recognise the asset

to the extent of its continuing involvement and recognises an

associated liability. If the Group retains substantially all the

risks and rewards of ownership of a transferred financial asset,

the Group continues to recognise the financial asset and also

recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the

difference between the asset’s carrying amount and the sum of

the consideration received and receivable and the cumulative

gain or loss that had been recognised in other comprehensive

income is recognised in profit or loss.

3. 主要會計政策（續）

金融工具（續）

財務擔保合約（續）

(i) 根據合約所須承擔的責任涉及的金額，有關金額根據國際財務報告準則第9號金融工具（自二零一八年一月一日起）╱國際會計準則第37號撥備、或然負債及或然資產（於二零一八年一月一日應用國際財務報告準則第9號金融工具之前）碓認預期信貸虧損釐定；及

(ii) 初步確認的金額減去於擔保期確認的累計攤銷（如適用）。

終止確認

本集團只有在當資產現金流量的合約權利屆滿或予另一實體轉讓金融資產及絕大部分風險及回報時方會終止確認金融資產。倘本集團既非轉讓，亦無保留絕大部分風險及回報並繼續控制被轉讓資產，則本集團繼續確認該資產並以其持續涉及者為限及確認相關負債。倘本集團保留被轉讓金融資產絕大部分風險及回報，則本集團繼續確認該金融資產及確認已收所得款項之抵押借貸。

於全面終止確認金融資產時，該項資產賬面值與已收及應收代價及於其他全面收益確認的累計損益總數間的差額會於損益中確認。

– F-506 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 237

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

3. Significant Accounting Policies (continued)

Financial instruments (continued)

Derecognition (continued)

The Group derecognises financial liabilities when, and only

when, the Group’s obligations are discharged, cancelled or

expire. The difference between the carrying amount of the

financial liability derecognised and the consideration paid and

payable is recognised in profit or loss.

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty

In the application of the Group’s accounting policies, which are

described in note 3, the executive directors of the Company are

required to make judgments, estimates and assumptions about

the carrying amounts of assets and liabilities that are not readily

apparent from other sources. The estimates and associated

assumptions are based on historical experience and other

factors that are considered to be relevant. Actual results may

differ from these estimates.

The estimates and underlying assumptions are reviewed on

an on-going basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised if the

revision affects only that period, or in the period of the revision

and future periods if the revision affects both current and future

periods.

3. 主要會計政策（續）

金融工具（續）

終止確認（續）

本集團僅於本集團責任獲解除、註銷或屆滿時，終止確認金融負債。獲終止確認的金融負債的賬面值與已付或應付代價間的差額於損益中確認。

4. 關鍵會計判斷及估計不明朗因素的主要來源

採用附註3所述本集團之會計政策時，本公司執行董事須就難以自其他來源確定之資產及負債之賬面值作判斷、估計及假設。該等估計及有關假設乃根據過往經驗及其他視為相關之因素而作出。實際結果與該等估計或有差異。

各項估計及相關假設會持續檢討。倘會計估計之修訂僅影響修訂該估計之期間，有關修訂則會在該期間確認；倘修訂對當前及未來期間均有影響，則在作出修訂期間及未來期間確認。

– F-507 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

238 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Critical judgment in applying accounting policies

The following is the critical judgment, apart from those involving estimations (see below), that the executive directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements.

Deferred taxation on investment properties

For the purposes of measuring deferred taxes arising from investment properties that are measured using the fair value model, the executive directors of the Company have reviewed the Group’s investment property portfolios and concluded that the Group’s investment properties are not held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, in determining the Group’s deferred taxation on investment properties, the executive directors have determined that the presumption that the carrying amounts of investment properties measured using the fair value model are recovered entirely through sale is not rebutted. As a result, the Group has recognised deferred taxes of both enterprise income tax and land appreciation tax on changes in fair value of all investment properties.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

應用會計政策之關鍵判斷

除與估計（見下文）有關外，以下為執行董事於應用本集團之會計政策之過程中，已作出對綜合財務報表已確認之金額有重大影響之關鍵判斷。

投資物業之遞延稅項

就計量採用公平值模式計量之投資物業所產生之遞延稅項而言，本公司執行董事已對本集團的投資物業組合進行檢討並總結本集團的投資物業概不屬於以消耗投資物業所產生之大部分經濟收益的模式（而非透過銷售）持有。因此，於釐定投資物業之遞延稅項時，董事已釐定，有關採用公平值模式計量的投資物業的賬面值可透過銷售悉數收回之假設並未被駁回。因此，本集團已就所有投資物業公平值變動確認企業所得稅及土地增值稅之遞延稅項。

– F-508 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 239

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty

The following are the key assumptions concerning the future,

and other key sources of estimation uncertainty at the end

of the reporting period, that have a significant risk of causing

a material adjustment to the carrying amounts of assets and

liabilities within the next financial year.

Determination of net realisable value of properties under

development for sale and completed properties for sale

Properties under development for sale and completed

properties for sale are stated at the lower of the cost and net

realisable value. Cost of each unit in each phase of development

is determined using the weighted average cost method. The

net realisable value is the estimated selling price (which has

taken into account a number of factors including recent prices

achieved for similar property types in the same project or by

similar properties, and the prevailing and forecasted real estate

market conditions in the PRC, Australia, Canada and Hong Kong)

less estimated costs to completion, estimated selling expenses

and estimated sales-related taxes, which are estimated based

on best available information. Where there is any decrease

in the estimated selling price arising or increase in total

construction costs from any changes to the property market

conditions, there may be written down on the properties under

development for sale and completed properties for sale.

As at 31 December 2018, the carrying amount of properties

under development and completed properties for sale

amounted to approximately RMB114,894,214,000 net of

write-down of RMB13,433,000 (2017: carrying amount of

RMB77,069,025,000, net of write-down of RMB13,433,000) in

the PRC, Australia and Canada.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源

以下是於報告期末有關未來的主要假設及估計不明朗因素的其他主要來源，有關假設及來源具有導致資產及負債的賬面值於下一財政年度內作出大幅調整的重大風險。

釐定可供銷售在建物業及可供銷售已竣工物業的可變現淨值

可供銷售在建物業及可供銷售已竣工物業乃按成本或可變現淨值（以較低者為準）入賬。於各發展階段中的各單位成本乃使用加權平均成本法釐定。可變現淨值乃以估計售價（當中已考慮多項因素，包括同一項目類似物業或類似物業近期價格以及中國、澳洲、加拿大及香港當前及預測的房地產市況）減完成開發的估計費用、估計銷售開支及估計銷售相關稅項計算，並根據最可靠的資料作出估計。倘物業市場狀況發生任何改變導致估計售價下降或總建築成本增加，或會就可供銷售在建物業及可供銷售已竣工物業作出撇減。

於二零一八年十二月三十一日，中國、澳洲及加拿大可供銷售在建物業及可供銷售已竣工物業的賬面值為約人民幣114,894,214,000元（扣除撇減人民幣13,433,000元）（二零一七年：賬面值人民幣77,069,025,000元（扣除撇減人民幣13,433,000元））。

– F-509 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

240 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)

Impairment of hotel assets included in property, plant and

equipment

The carrying amounts of property, plant and equipment are reviewed annually and adjusted for impairment in accordance with IAS 36 Impairment of Assets whenever certain events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amount of the assets is the higher of fair value less costs to sell and value in use. In assessing fair value less costs to sell, a combination of the market approach and depreciated replacement cost approach was adopted in assessing the land portion and the buildings structures of the hotel, respectively, taking into account of discount for vacancy and cost to sell the hotel property. Details of the recoverable amount calculation for property, plant and equipment are disclosed in note 14.

Land appreciation tax (“LAT”)

The Group is subject to LAT in the PRC. LAT is prepaid when properties are pre-sold to the buyers and is provided when properties are delivered to the buyers and revenue is recognised. The appropriateness of the rates used, which are determined by the appreciation of land value. However, the implementation and settlement of the tax varies amongst different tax jurisdictions in various cities of the PRC and certain projects of the Group have not finalised their LAT calculations and payments with local tax authorities in the PRC. Accordingly, significant judgment is required in determining the amount of land appreciation and its related income tax provisions. The amount of the land appreciation is determined with reference to proceeds of the sales of properties less the estimated deductible expenditures, including the cost of land use rights and relevant property development expenditures. The Group recognised the LAT based on management’s best estimates. The final tax outcome could be different from the amounts that were initially recorded, and these differences will impact the income tax expense and the related income tax provisions in the periods in which such tax is finalised with local tax authorities.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

酒店資產（包括物業、廠房及設備）減值

物業、廠房及設備之賬面值，在發生若幹事件或情況變化，顯示賬面值可能無法收回時，根據國際會計準則第36號資產減值按年進行減值審核及調整。資產之可收回金額為公平值減出售成本的餘額與使用價值兩者之較高者。於評估公平值減出售成本時，就評估土地部分及酒店建築物結構分別使用市場法及折舊重置成本法的組合，並計及空置及出售酒店物業成本的折讓。有關計算物業、廠房及設備之可收回金額詳情於附註14中披露。

土地增值稅（「土地增值稅」）

本集團須繳納中國之土地增值稅。土地增值稅於物業預售予買家時已預付，而土地增值稅則於物業交付予買家及收益獲確認時已作撥備。所使用比率的適當性乃根據土地價值增幅釐定。然而，中國各個城市的不同徵稅區的稅項徵收及支付有所差異，而本集團的若干項目尚未與中國的地方稅務部門最終確定土地增值稅之計算及支付。因此，於釐定土地增值金額及其相關所得稅撥備時須作出重大判斷。土地增值稅金額乃經參考銷售所得款項減估計扣稅開支（包括土地使用權成本及相關物業發展開支）後釐定。本集團基於管理層之最佳估計確認土地增值稅。最終的稅項結果或會不同於初始列賬之金額，而該等差異將影響與地方稅務部門確定該等稅項之期間內之所得稅開支及有關所得稅撥備。

– F-510 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 241

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty

(continued)

Income taxes

As a t 31 December 2018 , a defe r red t ax asset o f

RMB644,858,000 (2017: RMB266,451,000) in relation to

unused tax losses for certain operating subsidiaries has been

recognised in the Group’s consolidated statement of financial

position. No deferred tax asset has been recognised on the tax

losses of RMB1,681,619,000 (2017: RMB869,621,000) due to

the unpredictability of future profit streams. The realisability of

the deferred tax asset mainly depends on whether sufficient

future profits or taxable temporary differences will be available

in the future. In cases where the actual future taxable profits

generated are less or more than expected, or change in facts

and circumstances which result in revision of future taxable

profits estimation, a material reversal of deferred tax assets may

arise, which would be recognised in profit or loss for the period

in which such a reversal or further recognition takes place.

Fair value measurements and valuation processes

The investment properties of the Group are measured at fair

value for financial reporting purposes. The executive directors

of the Company has set up a property valuation team, which

is headed up by the Chief Financial Officer of the Company, to

determine the appropriate valuation techniques and inputs for

fair value measurements.

In estimating the fair value of an investment property, the Group

uses market-observable data to the extent it is available. Where

Level 1 inputs are not available, the Group engages qualified

external valuers to perform the valuation. The valuation team

works closely with the qualified external valuers to establish the

appropriate valuation techniques and inputs to the model. The

Chief Financial Officer reports the valuation team’s findings to

the executive directors of the Company twice a year to explain

the cause of fluctuations in the fair value of the assets.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

所得稅

於二零一八年十二月三十一日，有關若干經營附屬公司的未動用稅項虧損人民幣644,858,000元（二零一七年：人民幣266,451,000元）的遞延稅項資產已於本集團綜合財務狀況表內確認。由於未來溢利來源的不可預測性，並無就稅項虧損人民幣1,681,619,000元（二零一七年：人民幣869,621,000元）確認遞延稅項資產。遞延稅項資產的變現能力主要取決於未來是否有足夠的未來溢利或應課稅臨時差額。如產生的實際應課稅溢利低於或高於預期，或因素及情況變化，導致修訂有關未來應課稅溢利的估計，則可能產生遞延稅項資產的重大撥回或進一步確認遞延稅項資產。

公平值計量及估值過程

本集團的投資物業乃按公平值計量以用於財務申報目的。本公司執行董事已成立以本公司財務總監為首的物業估值團隊，以就公平值計量釐定適用估值技術及輸入數據。

估計投資物業的公平值時，本集團使用可用市場可觀察數據。倘第一級之輸入數據不可用，本集團會委聘合資格外聘估值師進行估值。估值團隊會與合資格外聘估值師緊密合作，制訂合適之估值技術及模式輸入數據。為說明資產公平值波動的原因，財務總監每兩年向本公司執行董事呈報估值團隊的調查結果。

– F-511 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

242 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty

(continued)

Fair value measurements and valuation processes

(continued)

The Group uses valuation techniques that include inputs that are

not based on observable market data to estimate the fair value

of investment properties. Note 16 provides detailed information

about the valuation techniques, inputs and key assumptions

used in the determination of the fair value of investment

properties.

Provision for land acquired

The provision for land acquired has been determined by

the executive directors based on their best estimates. The

executive directors of the Company estimated this liability for

land acquired based upon detailed calculations of the amount

and timing of future cash flows spending on the properties

development, escalated for inflation, then discounted at a

discount rate that reflects current market assessments of

the time value of money and the risks specific to the liability,

such that the provision reflects the present value of the costs

expected to be required to settle the obligation. However, the

estimate of the associated costs may be subject to change due

to the change of the construction cost in the future. Thus the

provision is reviewed regularly such that it properly reflects the

present value of the obligation arising from the development of

the current and past properties. The movement of provisions for

land acquired during the year is set out in note 44.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

公平值計量及估值過程（續）

本集團採用包括並非以可觀察市場數據為依據的輸入數據在內的估值技巧估計投資物業的公平值。附註16提供有關釐定投資物業公平值所用的估值技巧、輸入數據及關鍵假設的詳盡資料。

收購土地撥備

收購土地撥備乃由執行董事根據其最佳估計釐定。執行董事根據物業開發之未來現金流量開支金額及時間之詳細計算方法，就通賬調高，再按反映貨幣時間值之現行市場評估及負債特定風險之貼現率貼現，致使撥備反映預期須履行責任開支之現值，從而估計該收購土地之負債。然而，由於未來建築成本的變動，估計相關成本可能會發生變化。撥備會定期檢討，以適當反映現有及過往物業開發所產生責任之現值。年內收購土地撥備變動載列於附註44。

– F-512 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 243

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty

(continued)

Provision of ECL for amounts due from non-controlling

shareholders of subsidiaries, related parties, joint ventures

and associates and trade and other receivables

The Group follows the guidance of IFRS 9 to estimates the

amount of loss allowance for ECL on amounts due from non-

controlling shareholders of subsidiaries, related parties, joint

ventures and associates and trade and other receivables that

are measured at amortised cost based on the credit risk of the

respective financial instruments. The loss allowance amount

is measured as the asset’s carrying amount and the present

value of estimated future cash flows with the consideration

of expected future credit loss of the respective financial

instrument. The assessment of the credit risk of the respective

financial instrument involves high degree of estimation and

uncertainty. When the actual future cash flows are less than

expected or more than expected, a material impairment loss or

a material reversal of impairment loss may arise, accordingly.

The provision of ECL is sensitive to changes in estimates. The

information about the ECL and the Group’s amounts due from

non-controlling shareholders of subsidiaries, related parties,

joint ventures and associates and trade and other receivables

are disclosed in note 47.

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

應收附屬公司之非控股股東、關連公司、合營企業及聯營公司款項以及貿易及其他應收款預期信貸虧損的準備

本集團根據國際財務報告準則第9號的指引就應收附屬公司之非控股股東、關連公司、合營企業及聯營公司款項以及按攤銷成本計量的貿易及其他應收款預期信貸虧損的虧損準備金額。虧損準備金額按資產賬面值及估計未來現金流量現值計量，並考慮有關金融工具的預期未來信貸虧損。評估有關金融工具的信貸風險涉及較大程度的估計及不確定因素。若實際未來現金流少於預期或多於預期，可能會因此產生重大減值虧損或減值虧損重大撥回。

預期信貸虧損失撥備對估計變動尤為敏感。有關預期信貸虧損及本集團應收附屬公司之非控股股東、關連公司、合營企業及聯營公司款項以及貿易及其他應收款的資料於附註47披露。

– F-513 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

244 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

5. Revenue

A. For the year ended 31 December 2018

Disaggregation of revenue from contracts with

customers

Year ended 31 December 2018

截至二零一八年十二月三十一日止年度

Property Property

development investment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

Types of goods or services 商品或服務類型Property development 物業發展 Residential apartments 住宅性公寓 18,458,948 – – 18,458,948

Commercial apartments 商業性公寓 5,293,476 – – 5,293,476

Retail shops and others 零售商舖及其他 4,755,335 – – 4,755,335

Low-density residential 低密度住宅 1,231,967 – – 1,231,967

29,739,726 – – 29,739,726

Property investment 物業投資 Commercial and retail shops 商業中心及商舖 – 185,770 – 185,770

Others 其他 Property management 物業管理 – – 375,716 375,716

Sales of goods 銷售商品 – – 379,768 379,768

Others 其他 – – 324,854 324,854

– – 1,080,338 1,080,338

Total 總計 29,739,726 185,770 1,080,338 31,005,834

Timing of revenue recognition 收入確認時間At a point of time 於某一時點 29,739,726 – 449,143 30,188,869

Recognised over time 於一時段內 – – 631,195 631,195

29,739,726 – 1,080,338 30,820,064

Rental income 租金收入 – 185,770 – 185,770

Total 總計 29,739,726 185,770 1,080,338 31,005,834

5. 營業額

A. 截至二零一八年十二月三十一日止年度

客戶合約收益分析

– F-514 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 245

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

5. Revenue (continued)

A. For the year ended 31 December 2018

(continued)

Performance obligations for contracts with

customers

For contracts entered into with customers on sales

of properties, the relevant properties specified in the

contracts will be delivered to specified customers with

no alternative use on the relevant properties. Taking into

consideration of the relevant contract terms, the legal

environment and relevant legal precedent, the Group

concluded that the Group does not have an enforceable

right to payment prior to transfer of the relevant properties

to customers. Revenue from sales of properties is

therefore recognised at a point in time when the

completed property is transferred to customers, being

at the point that the customer obtains the control of the

completed property and the Group has present right to

payment and collection of the remaining consideration is

probable.

The Group receives certain percentage of the contract

value as deposits from customers when they sign the sale

and purchase agreement. However, depending on market

conditions, the Group may offer customers a discount

compared to the listed sales price, provided that the

customers agree to pay the balance of the consideration

early while construction is still ongoing. Such advance

payment schemes result in contract liabilities being

recognised throughout the property construction period

for the full amount of the contract price.

5. 營業額（續）

A. 截至二零一八年十二月三十一日止年度（續）

客戶合同的履約責任

就出售物業與客戶訂立的合約而言，合約中規定的相關物業將交付予指定客戶時相關物業並無其他替代用途。經考慮相關合約條款、法律環境及相關法律先例，本集團認為，在轉讓相關物業予客戶前，本集團並無收取付款的可強制執行權利。因此，出售物業的收益於已竣工物業轉讓予客戶的時間點確認，即客戶獲得已竣工物業的控制權而本集團擁有收取付款之現時權利及可能收取剩餘代價的時間點。

在簽訂買賣協議時，本集團自客戶收取合約價值的若干百分比作為按金。然而，取決於付款計劃，本集團可能向客戶提供較所列出售價有所折讓的價格，惟客戶須同意在建築仍在施工過程中提早支付代價結餘。該預先付款計劃導致於物業建設期確認有關合約價格全款的合同義務。

– F-515 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

246 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

5. Revenue (continued)

A. For the year ended 31 December 2018

(continued)

Performance obligations for contracts with customers

(continued)

The following table shows how much of the revenue

recognised in the current year relates to carried-forward

contract liabilities.

Property

Sales

物業銷售RMB’000

人民幣千元

Revenue recognised that was included

in the contract liabilities balance at the

beginning of the year

於年初計入合同義務的 已確認營業額

24,212,040

Transaction price allocated to the remaining

performance obligations for contracts with customers

The transaction price al located to the remaining

unsatisfied performance obligations as at 31 December

2018 and the expected timing of recognising revenue are

as follows for sales of properties:

Property

development Others Total

物業發展 其他 總計RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

Within one year 一年內 42,747,551 142,755 42,890,306

More than one year but not more than two years 一至兩年 34,909,371 – 34,909,371

More than two years 超過兩年 4,854,786 – 4,854,786

5. 營業額（續）

A. 截至二零一八年十二月三十一日止年度（續）

客戶合同的履約責任（續）

下表列示於本年度就結轉合同義務確認的營業額。

分配至客戶合約餘下履約責任的交易價

於二零一八年十二月三十一日，分配至餘下未完成履約責任的交易價（未完成或部分完成）及就銷售物業確認收益的預期時間如下：

– F-516 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 247

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

5. Revenue (continued)

B. For the year ended 31 December 2017

The Group is principally engaged in property development

and property investment in the PRC. An analysis of the

Group’s revenue for the year is as follows:

2017

二零一七年RMB’000

人民幣千元

Sale of properties 銷售物業 17,960,391

Rental income 租金收入 119,032

Hotel, property management services income

and sale of goods

酒店、物業管理服務收入 及銷售貨物 1,035,832

19,115,255

6. Segment Information

Information regularly reported to the Group’s chief executive

officer (the chief operating decision maker) for the purposes of

resource allocation and assessment of performance focuses

on the type of operation. The Group’s reportable and operating

segments under IFRS 8 Operating Segments are as follows:

Property development – development and sale of

properties

Property investment – lease of investment properties

Others – hotel operation, provision of

property management services

and sale of goods

5. 營業額（續）

B. 截至二零一七年十二月三十一日止年度

本集團主要於中國從事物業發展及物業投資業務。本集團於年內的營業額分析如下：

6. 分部資料

為分配資源及評估業績而已向本集團行政總裁（主要營運決策者）定期報告的資料專注於業務類型。本集團根據國際財務報告準則第8號經營分部的可報告及營運分部如下：

物業發展 － 發展及銷售物業

物業投資 － 租賃投資物業其他 － 經營酒店、提供 物業管理服務 及銷售貨物

– F-517 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

248 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

6. Segment Information (continued)

No operating segments have been aggregated in arriving at the

reportable segments of the Group. The following is an analysis

of the Group’s revenue and results by reportable and operating

segments:

Year ended 31 December 2018

截至二零一八年十二月三十一日止年度

Property Property

development investment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

External segment revenue 外在分部營業額 29,739,726 185,770 1,080,338 31,005,834

Segment profit 分部溢利 6,321,120 916,491 193,899 7,431,510

Other income, gains and losses 其他收入、收益及虧損 (198,097)

Gain on disposal of subsidiaries 出售附屬公司收益 222,012

Unallocated corporate expenses 未分配企業開支 (125,260)

Share of results of joint ventures 應佔合營企業業績 36,558

Share of results of associates 應佔聯營公司業績 (1,872)

Finance costs 融資成本 (410,559)

Profit before tax 除稅前溢利 6,954,292

6. 分部資料（續）

在達成本集團可呈報分部時並無合併經營分部。以下是本集團按可呈報及營運分部劃分的營業額及業績分析：

– F-518 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 249

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

6. Segment Information (continued)

Year ended 31 December 2017

截至二零一七年十二月三十一日止年度

Property Property

development investment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

External segment revenue 外在分部營業額 17,960,391 119,032 1,035,832 19,115,255

Segment profit 分部溢利 3,117,062 325,864 384,784 3,827,710

Other income, gains and losses 其他收入、收益及虧損 291,823

Loss on disposal of subsidiaries 出售附屬公司虧損 (4,201)

Unallocated corporate expenses 未分配企業開支 (105,494)

Share of results of joint ventures 應佔合營企業業績 (116,390)

Share of results of associates 應佔聯營公司業績 3

Finance costs 融資成本 (267,859)

Profit before tax 除稅前溢利 3,625,592

The accounting policies of the reportable and operating

segments are the same as the Group’s accounting policies

described in note 3. Segment results represent the profit

generated or loss incurred by each segment without allocation

of central administration costs including directors’ salaries, head

office operating expenses, certain amount of other income,

gains and losses, finance costs, share of results of associates

and joint ventures and gain (loss) on disposal of subsidiaries.

This is the measure reported to the Group’s chief executive

officer for the purposes of resource allocation and performance

assessment.

The following is an analysis of the Group’s assets and liabilities

by reportable and operating segments:

6. 分部資料（續）

可報告及營運分部的會計政策與附註3

所述本集團的會計政策相同。分部業績指各分部所產生溢利或虧損，並未分配中央行政成本（包括董事薪金、總部經營開支、其他收入、收益及虧損的若干金額、融資成本、應佔聯營公司及合營企業業績及出售附屬公司收益（虧損））。此乃為作出資源分配及業績評估而向本集團行政總裁報告的方式。

以下是本集團按可報告及營運分部劃分的資產及負債分析：

– F-519 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

250 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

6. Segment Information (continued)

Segment assets

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Property development 物業發展 131,226,532 89,105,766

Property investment 物業投資 8,886,419 6,399,989

Others 其他 1,473,303 699,561

Total segment assets 分部資產總值 141,586,254 96,205,316

Unallocated assets: 未分配資產： Interests in joint ventures 於合營企業的權益 1,721,376 43,749

Interests in associates 於聯營公司的權益 217,131 170,003

Equity instruments at fair value through

other comprehensive income

按公平值計入其他全面收益 的股本工具 31,465 –

Deferred tax assets 遞延稅項資產 676,948 305,272

Amounts due from joint ventures 應收合營企業款項 1,412,873 1,020,875

Amounts due from associates 應收聯營公司款項 48,292 73,525

Tax recoverable 可收回稅金 1,967,938 1,040,960

Financial assets at FVTPL 按公平值計入損益的金融資產 524,400 200,000

Structured deposits 結構性存款 1,328,000 –

Derivative financial instruments 衍生金融工具 – 4,377

Restricted bank deposits 受限制銀行存款 2,281,255 1,770,880

Bank balances and cash 銀行結餘及現金 36,012,289 24,769,183

Others 其他 1,049,998 201,721

Consolidated assets 綜合資產 188,858,219 125,805,861

6. 分部資料（續）

分部資產

– F-520 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 251

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

6. Segment Information (continued)

Segment liabilities

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Property development 物業發展 90,461,280 53,868,630

Property investment 物業投資 60,863 53,873

Others 其他 459,852 296,847

Total segment liabilities 分部負債總額 90,981,995 54,219,350

Unallocated liabilities: 未分配負債： Bank and other borrowings 銀行及其他借款 40,751,350 27,794,316

Senior notes and bonds 優先票據及債券 16,970,161 12,575,445

Amounts due to joint ventures 應付合營企業款項 2,402,017 227,332

Amount due to an associate 應付一間聯營公司款項 49 20

Tax liabilities 稅項負債 5,534,968 3,171,912

Deferred tax liabilities 遞延稅項負債 1,184,072 691,196

Obligations under finance leases 融資租賃承擔 299,761 –

Consolidated liabilities 綜合負債 158,124,373 98,679,571

For the purposes monitoring segment performances and allocating resources among segments:

segments other than certain amount of property, plant and equipment, interests in associates and joint ventures, equity instruments at fair value through other comprehensive income, deferred tax assets, amounts due from joint ventures and associates, tax recoverable, financial assets at FVTPL, derivative financial instruments, structured deposits, restricted bank deposits, bank balances and cash and other assets not attributable to respective segment.

segments other than bank and other borrowings, senior notes and bonds, amounts due to joint ventures and an associate, tax liabilities, deferred tax liabilities and obligations under finance leases not attributable to respective segment.

6. 分部資料（續）

分部負債

就監察分部業績及在分部間分配資源而言：

所有資產將獲分配至可報告及營運分部，惟並非屬各分部應佔的物業、廠房及設備的若干金額、於聯營公司及合營企業的權益、按公平值計入其他全面收益的股本工具、遞延稅項資產、應收合營企業及聯營公司款項、可收回稅金、按公平值計入損益之金融資產、衍生金融工具、結構性存款、受限制銀行存款、銀行結餘及現金以及其他資產除外。

所有負債將獲分配至可報告及營運分部，惟並非屬各分部應佔的銀行及其他借款、優先票據及債券、應付合營企業及一間聯營公司款項、稅項負債、遞延稅項負債及融資租賃承擔除外。

– F-521 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

252 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

6. Segment Information (continued)

Other segment information

Year ended 31 December 2018

截至二零一八年十二月三十一日止年度

Property Property

development investment Others Unallocated Total

物業發展 物業投資 其他 未分配 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts included in the measure of

segment profit or loss or segment

assets:

已於計量分部損益 或分部資產時計入的金額：

Additions of property, plant and

equipment

物業、廠房及設備添置368,748 – 69,845 500,391 938,984

Additions of investment properties 投資物業添置 – 206,412 – – 206,412

Depreciation of property, plant

and equipment

物業、廠房及設備折舊41,889 – 53,164 23,296 118,349

Amortisation of intangible assets 無形資產攤銷 – – 1,098 – 1,098

Release of prepaid lease payments 預付租賃付款撥回 – – 435 7,168 7,603

Gain on disposal of property, plant and

equipment

出售物業、廠房及設備收益7,374 – 226 36 7,636

Change in fair value of investment

properties

投資物業公平值變動– 544,467 – – 544,467

Recognition of increase in fair value

of completed properties upon

transfer to investment properties

於轉移至投資物業後 確認可供銷售已竣工 物業的公平值變動 – 320,741 – – 320,741

6. 分部資料（續）

其他分部資料

– F-522 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 253

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

6. Segment Information (continued)

Other segment information (continued)

Year ended 31 December 2017

截至二零一七年十二月三十一日止年度

Property Property

development investment Others Unallocated Total

物業發展 物業投資 其他 未分配 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts included in the measure of

segment profit or loss or segment

assets:

已於計量分部損益 或分部資產時計入的金額：

Additions of property, plant and

equipment

物業、廠房及設備添置43,966 – 50,495 29,931 124,392

Additions of investment properties 投資物業添置 – 647,993 – – 647,993

Depreciation of property, plant

and equipment

物業、廠房及設備折舊26,736 – 21,492 5,100 53,328

Amortisation of intangible assets 無形資產攤銷 – – 656 – 656

Release of prepaid lease payments 預付租賃付款撥回 – – 478 – 478

Loss on disposal of property,

plant and equipment

出售物業、廠房及設備虧損3,246 – 913 – 4,159

Change in fair value of investment

properties

投資物業公平值變動– 336,543 – – 336,543

6. 分部資料（續）

其他分部資料（續）

– F-523 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

254 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

6. Segment Information (continued)

Geographical information

The Group’s operations and location of non-current assets

are substantially in the PRC. Information about the Group’s

revenue from continuing operations from external customers

is presented based on location of the operations. Information

about the Group’s non-current assets is presented based on the

geographical location of the assets.

Revenue from

external customers

for the year ended

31 December

截至十二月三十一日止年度來自外部客戶的收入

Non-current assets

as at 31 December

於十二月三十一日的非流動資產

2018 2017 2018 2017

二零一八年 二零一七年 二零一八年 二零一七年RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

Mainland China 中國大陸 30,529,394 19,092,379 16,981,589 9,688,353

Hong Kong 香港 – – 22,435 4,508

Australia 澳洲 433,220 1,158 28,602 1,710

Canada 加拿大 43,220 21,718 18,040 1,066

31,005,834 19,115,255 17,050,666 9,695,637

Information about major customers

There is no individual customer who contributed over 10%

of the total revenue of the Group during the years ended 31

December 2018 and 2017.

6. 分部資料（續）

地區資料

本集團經營業務及非流動資產地點主要位於中國。有關本集團來自外部客戶持續經營收益的資料根據經營地點呈列。有關本集團非流動資產的資料根據資產的地理位置呈列。

有關主要客戶的資料

於截至二零一八年及二零一七年十二月三十一日止年度，概無個別客戶所佔本集團的總營業額超過10%。

– F-524 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 255

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

7. Other Income, Gains and Losses

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Exchange (loss) gain 匯兌（虧損）收益 (605,329) 407,402

Gain (loss) on change in fair value of

derivative financial instruments

衍生金融工具公平值變動 收益（虧損） 46 (78,484)

Gain on disposal of AFS investments 出售可供出售投資收益 – 29,153

Gain from changes in fair value of financial

assets at FVTPL

按公平值計入損益的金融資產 公平值變動收益 24,400 –

Loss on early redemptions of senior notes 提早贖回優先票據之虧損 – (198,808)

Bank interest income 銀行利息收入 179,231 75,130

Other interest income 其他利息收入 78,902 19,681

Government subsidy 政府補貼 47,144 2,894

Others (note) 其他（附註） 67,605 34,855

Gain on disposal of property, plant and

equipment

出售物業、廠房及設備收益7,636 –

Dividend income from equity instruments

at fair value through other comprehensive

income

來自按公平值計入其他全面收益 之股本工具之股息收入

2,268 –

Impairment losses on trade and other

receivables

貿易及其他應收款減值虧損(24,874) –

(222,971) 291,823

Note: Others mainly include the forfeited deposits from customers.

7. 其他收入、收益及虧損

附註： 其他主要包括沒收客戶訂金。

– F-525 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

256 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

8. Finance Costs

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Interest on: 以下各項的利息： Bank and other borrowings 銀行及其他借款 2,584,411 1,024,337

Loans from non-controlling shareholders

of subsidiaries

來自附屬公司非控股股東 的貸款 150,139 134,732

Senior notes and bonds (note 43) 優先票據及債券（附註43） 1,140,333 916,077

Amount due to a joint venture 應付一間合營企業款項 64,800 –

Other payables 其他應付款 29,587 25,105

Obligations under finance leases 融資租賃承擔 6,644 –

Others 其他 – 34,804

Total borrowing costs 借貸成本總額 3,975,914 2,135,055

Less: amounts capitalised to properties

under development for sale

減：已就可供銷售在建物業 資本化的金額 (3,515,793) (1,848,773)

amounts capitalised to investment

properties under construction

已就在建投資物業 資本化的金額 (49,562) (18,423)

410,559 267,859

Interest capitalised arose on the general borrowing pool of

the Group was calculated by applying a capitalisation rate of

approximately 6.95% (2017: 6.52%) per annum to expenditure

on the qualifying assets.

8. 融資成本

資本化利息乃因本集團的一般借款總額而產生，按合格資產的開支的資本化比率約每年6.95%（二零一七年：6.52%）計算。

– F-526 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 257

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

9. Profit Before Tax

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Profit before tax has been arrived at after

charging (crediting):

除稅前溢利乃於扣除 （計入）以下各項後達致：

Auditors’ remuneration 核數師酬金 7,180 4,800

Directors’ emoluments (note 11) 董事酬金（附註11） 15,758 12,734

Staff salaries 員工薪金 1,452,888 763,943

Retirement benefit scheme contributions 退休福利計劃供款 81,494 34,423

Share-based payments 以股份為基礎的付款 7,830 1,100

Total staff costs 員工成本總額 1,557,970 812,200

Less: amounts capitalised to properties

under development for sale

減：已就可供銷售在建物業 資本化的金額 (590,624) (166,511)

967,346 645,689

Cost of inventories recognised as an expense 確認為開支的存貨成本 20,921,785 13,857,771

Release of prepaid lease payments 預付租賃付款撥回 7,603 478

Depreciation of property, plant and equipment 物業、廠房及設備折舊 118,349 53,328

Amortisation of intangible assets

(included in administrative expenses)

無形資產攤銷 （計入行政開支） 1,098 656

(Gain) loss on disposal of property,

plant and equipment

出售物業、廠房及設備 （收益）虧損 (7,636) 4,159

Rental expenses in respect of rented

premises under operating leases

根據經營租賃已出租樓宇 租金開支 102,524 38,686

Gross rental income in respect of

investment properties

與投資物業有關的總租金收入(185,770) (119,032)

Less: direct operating expenses from

investment properties that generated

rental income during the year

減：就於年內產生租金收入的 投資物業的直接經營開支

47,520 33,778

(138,250) (85,254)

9. 除稅前溢利

– F-527 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

258 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

10. Income Tax Expense

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Income tax expense recognised

comprises of:

已確認所得稅開支包括：

Current tax: 即期稅項： Enterprise Income Tax (“EIT”) 企業所得稅（「企業所得稅」） 2,067,166 972,040

LAT 土地增值稅 1,925,216 727,997

Other jurisdiction 其他司法權區 – 206

3,992,382 1,700,243

Deferred tax (note 22) 遞延稅項（附註22） PRC 中國 16,287 (16,600)

Other jurisdiction 其他司法權區 6,156 (10,003)

22,443 (26,603)

Income tax expense for the year 年內所得稅開支 4,014,825 1,673,640

Under the Law of the People’s Republic of China on EIT (the

“EIT Law”) and Implementation Regulation of the EIT Law, the

tax rate of the PRC subsidiaries is 25% from 1 January 2008

onwards.

Under the Provisional Regulations of the People’s Republic

of China on LAT (the “LAT Provisional Regulations”) and

Implementation Regulation of the LAT Provisional Regulations,

the tax rate of the PRC subsidiaries is levied at progressive

rates ranging from 30% to 60% on the appreciation of land

value, being the proceeds of sales of properties less deductible

expenditures including cost of land use rights and relevant

property development expenditures.

No provision for Hong Kong profits tax has been made in

the consolidated financial statements as the Group’s income

neither arises in, nor is derived from, Hong Kong.

10. 所得稅開支

根據中華人民共和國企業所得稅法（「企業所得稅法」）及企業所得稅法實施條例，中國附屬公司的稅率自二零零八年一月一日起為25%。

根據中華人民共和國土地增值稅暫行條例（「土地增值稅暫行條例」）及土地增值稅暫行條例實施細則，中國附屬公司的稅率乃按土地價值增值（即銷售物業所得款項減扣稅開支（包括土地使用權成本及相關物業發展開支））累進稅率30%至60%不等計算。

由於本集團收入並非於香港發生或產生，故並無於綜合財務報表內作出香港利得稅撥備。

– F-528 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 259

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

10. Income Tax Expense (continued)

Under Australian tax law, the tax rate used for the year is

30% (2017: 30%) on taxable profits on Australian incorporated

entities. The Australian subsidiaries of the Company are

considered as an income tax consolidated group and are taxed

as a simple entity. No tax provision for Australian profits tax

has been made in the consolidated financial statements for

both years ended as there were no assessable profit arises

in Australia. Under Canadian tax law, the tax rate used for the

year is 26.5% (2017: 26.5%) on taxable profits on Canadian

incorporated entities.

The income tax expense for the year can be reconciled to the

profit before tax per consolidated statement of profit or loss and

other comprehensive income as follows:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Profit before tax 除稅前溢利 6,954,292 3,625,592

Tax charge at domestic tax rate of 25% 按本地稅率25%計算的稅項支出 1,738,573 906,398

Tax effect of share of results of joint ventures

and associates

應佔合營企業及聯營公司業績的 稅務影響 (8,671) 29,098

Tax effect of expenses not deductible for

tax purpose

不可扣稅開支的稅務影響508,887 203,345

Tax effect of income not taxable for tax purpose 毋須課稅收入的稅務影響 (58,991) (170,062)

Tax effect of tax losses not recognised 未確認稅項虧損的稅務影響 229,795 113,471

Utilisation of tax losses previously not recognised 動用先前未確認稅項虧損 (16,831) (10,211)

LAT provision 土地增值稅撥備 1,925,216 727,997

Tax effect of LAT 土地增值稅的稅務影響 (481,304) (181,999)

Deferred tax effect of LAT on revaluation of

investment properties

重估投資物業的土地增值稅 的遞延稅項影響 178,168 57,944

Effect of different tax rate of subsidiaries

operating in other jurisdictions

在其他司法權區經營業務 的附屬公司應用不同稅率的影響 1,026 (2,341)

Differential tax rate on temporary differences

of subsidiaries

附屬公司暫時性差額之稅率差別(1,365) –

Others 其他 322 –

Income tax expense for the year 年內所得稅開支 4,014,825 1,673,640

10. 所得稅開支（續）

根據澳洲稅法，在澳洲註冊成立之實體本年度所用應課稅溢利稅率為30%（二零一七年：30%）。本公司的澳洲附屬公司被視為一個所得稅綜合群體及按單一實體課稅。由於兩個年度內並無於澳洲產生應課稅溢利，故並無於綜合財務報表內就澳洲利得稅作出稅項撥備。根據加拿大稅法，在加拿大註冊成立之實體本年度所用應課稅溢利稅率為26.5%（二零一七年：26.5%）。

年內的所得稅開支與綜合損益及其他全面收益表內的除稅前溢利對賬如下：

– F-529 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

260 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

11. Directors’, Chief Executive’s and Employees’ Remuneration

Directors’ and chief executive’s remuneration for the year,

disclosed pursuant to the applicable Listing Rules and Hong

Kong Companies Ordinance, is as follows:

Performance

Salaries and related Share-based

Fees allowances bonus payments Total

按表現發放 以股份為袍金 薪金及津貼 的花紅 基礎之付款 合計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元(note)

（附註）

Year ended 31 December 2018 截至二零一八年 十二月三十一日止年度

Executive director: 執行董事： Guo Zi Wen 郭梓文 – 2,571 – – 2,571

Guo Zi Ning 郭梓寧 – 2,394 755 – 3,149

Zhong Ping 鍾平 – 2,216 215 495 2,926

Ma Jun 馬軍 – 2,625 405 3,162 6,192

Independent non-executive director: 獨立非執行董事： Tsui King Fai 徐景輝 332 – – – 332

Cheung Kwok Keung 張國強 327 – – – 327

Hu Jiang 胡江 261 – – – 261

920 9,806 1,375 3,657 15,758

11. 董事、主要行政人員及僱員酬金

年內董事及主要行政人員的薪酬（依照適用上市規則及香港公司條例披露）如下：

– F-530 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 261

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

11. Directors’, Chief Executive’s and Employees’ Remuneration (continued)

Performance

Salaries and related

Fees allowances bonus Total

按表現發放袍金 薪金及津貼 的花紅 合計

RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元(note)

（附註）

Year ended 31 December 2017 截至二零一七年 十二月三十一日止年度

Executive director: 執行董事： Guo Zi Wen 郭梓文 – 2,635 – 2,635 Guo Zi Ning 郭梓寧 – 2,453 790 3,243 Zhong Ping 鍾平 – 2,271 220 2,491 Ma Jun 馬軍 – 2,625 720 3,345

Non-executive director: 非執行董事： Yang Zhong (resigned on 26 May 2017)

楊忠（於二零一七年 五月二十六日辭任） – 108 – 108

Independent non-executive director:

獨立非執行董事：

Tsui King Fai 徐景輝 329 – – 329 Cheung Kwok Keung 張國強 324 – – 324 Hu Jiang 胡江 259 – – 259

912 10,092 1,730 12,734

Note: The performance related bonus is determined as a percentage of the contract sales of the Group for the year ended 31 December 2018 and 2017.

The executive directors’ emoluments shown above were mainly

for their services in connection with the management of the

affairs of the Company and the Group.

The independent non-executive directors’ emoluments shown

above were mainly for their services as directors of the

Company.

11. 董事、主要行政人員及僱員酬金（續）

附註： 按表現發放的花紅根據本集團於截至二零一八年及二零一七年十二月三十一日止年度合同銷售金額百分比釐定。

上表所示執行董事薪酬乃主要就其管理本公司及本集團事務之相關服務而授予。

上表所示獨立非執行董事薪酬乃主要就其作為本公司董事所提供服務而授予。

– F-531 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

262 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

11. Directors’, Chief Executive’s and Employees’ Remuneration (continued)

Mr. Guo Zi Ning is also the Chief Executive of the Company and his remuneration disclosed above includes those for services rendered by him as the Chief Executive.

No directors waive any emolument during the current year or the prior year and none of the directors have received any inducement pay for joining or upon joining the Company.

Employees’ emoluments

Of the five individuals with the highest emoluments in the Group, three (2017: four) were executive directors and the Chief Executive of the Company whose emoluments are included in the disclosures in this note above. The emoluments of the remaining two (2017: one) individual was as follows:

2018 2017二零一八年 二零一七年

RMB’000 RMB’000人民幣千元 人民幣千元

Salaries and allowances 薪金及津貼 6,749 3,850Performance related bonus 按表現發放的花紅 3,524 1,440Share-based payments 以股份為基礎之付款 4,164 550

14,437 5,840

The emoluments were within the following bands:

2018 2017二零一八年 二零一七年

No. of

employees

No. ofemployees

僱員人數 僱員人數

HK$9,000,001 to HK$9,500,000 (equivalent to RMB7,886,001 to RMB8,324,000)

9,000,001港元至9,500,000 港元 （相等於人民幣7,886,001元至 人民幣8,324,000元） 1 –

HK$7,000,001 to HK$7,500,000 (equivalent to RMB6,133,001 to RMB6,572,000)

7,000,001 港元至7,500,000港元 （相等於人民幣6,133,001元 至人民幣6,572,000元） 1 –

HK$6,500,001 to HK$7,000,000 (equivalent to RMB5,433,001 to RMB5,581,000)

6,500,001港元至7,000,000港元 （相等於人民幣5,433,001元 至人民幣5,581,000元） – 1

11. 董事、主要行政人員及僱員酬金（續）

郭梓寧先生亦為本公司行政總裁，其於上表內所披露薪酬包括其作為行政總裁所提供服務之相關薪酬。

於本年度或上一年度，概無董事放棄任何薪酬及概無董事因加入或已應邀加入本公司而獲取任何獎金。

僱員酬金

本集團五名最高薪酬人士中，三名（二零一七年：四名）為本公司執行董事及主要行政人員，彼等的酬金已載於以上本附註中。其餘兩名（二零一七年：一名）人士的酬金如下：

薪酬範圍如下：

– F-532 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 263

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

11. Directors’, Chief Executive’s and Employees’ Remuneration (continued)

Employees’ emoluments (continued)

During the year, no emolument was paid by the Group to any

of the directors or the five highest paid individuals (including

directors and employees) as an inducement to join or upon

joining the Group or as compensation for loss of office.

12. Dividends

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Dividends, recognised as distribution

during the year:

股息，確認為年內分派：

2017 final dividend of RMB25 cents

(2017: 2016 final dividend RMB9.7 cents)

per share

二零一七年末期股息– 每股 人民幣25分（二零一七年： 二零一六年末期股息 人民幣9.7分） 670,393 259,143

2017 special dividend: nil

(2017: RMB5.3 cents) per share

二零一七年特別股息– 每股零 （二零一七年：人民幣5.3分） – 141,593

670,393 400,736

Subsequent to the end of the reporting period, a final dividend in

respect of the year ended 31 December 2018 of RMB36 cents

(equivalent to HK42 cents) per ordinary share, in an aggregate

amount of RMB964,038,000 (equivalent to approximately

HK$1,124,711,000), taking into account the 2,677,883,354

ordinary shares in issue at the reporting date, have been

proposed by the Board of Directors and is subject to approval

by the shareholders of the Company in the forthcoming annual

general meeting. The final dividend proposed after the end of

the reporting period have not been recognised as liabilities in

these consolidated financial statements.

11. 董事、主要行政人員及僱員酬金（續）

僱員酬金（續）

年內，本集團並無支付任何酬金予任何董事或五名最高薪酬人士（包括董事及僱員）作為加入或於加入本集團時的獎賞或離職時的補償。

12. 股息

於報告期間結束後，計及於報告日期已發行的2,677,883,354股普通股，董事會建議就截至二零一八年十二月三十一日止年度派付末期股息每股普通股人民幣36分（等於42港仙）（合共人民幣964,038,000元（約等於1,124,711,000港元）），惟須待本公司股東於應屆股東週年大會批准方告作實。報告期末後建議派付的末期股息並無於本綜合財務報表確認為負債。

– F-533 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

264 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

13. Earnings Per Share

The calculation of the basic and diluted earnings per share

attributable to owners of the Company is based on the following

data:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Earnings 盈利Earnings for the purposes of basic and

diluted earnings per share, being profit

for the year attributable to owners of

the Company

就每股基本及攤薄盈利而言的 盈利，即本公司擁有人 應佔年內溢利

2,408,877 1,639,928

2018 2017

二零一八年 二零一七年’000 ’000

千元 千元

Number of shares 股份數目Weighted average number of ordinary shares

for the purpose of basic earnings per share

就每股基本盈利而言的普通股 加權平均數 2,679,195 2,673,106

Effect of dilutive potential ordinary shares: 普通股潛在攤薄影響 – Share options – 購股權 392 3,086

Weighted average number of ordinary shares

for the purpose of diluted earnings per share

就每股攤薄盈利而言的普通股 加權平均數 2,679,587 2,676,192

13. 每股盈利

本公司擁有人應佔每股基本及攤薄盈利乃根據下列數據計算：

– F-534 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 265

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

14. Property, Plant and Equipment

Buildings

Building under

development/

Construction

in progress

Office

equipment

Transportation

vehicles

Leasehold

improvements

Plant and

machinery Total

樓宇發展中樓宇╱在建工程 辦公設備 運輸車輛 租賃物業裝修 廠房及機器 合計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

COST 成本At 1 January 2017 於二零一七年一月一日 494,555 101,021 116,831 56,483 87,709 – 856,599Exchange realignment 匯兌調整 – – 13 8 9 – 30Additions 添置 18,728 366 45,171 12,865 46,401 861 124,392Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） 79,084 – 8,874 2,679 6,026 54,162 150,825Disposals of subsidiaries 出售附屬公司 – – (4,928) – (197) – (5,125)Disposals 出售 – – (2,690) (3,913) (554) – (7,157)

At 31 December 2017 於二零一七年十二月三十一日 592,367 101,387 163,271 68,122 139,394 55,023 1,119,564

Exchange realignment 匯兌調整 (201) – (140) (39) (133) – (513)

Additions 添置 19,544 279,882 84,915 505,248 49,395 – 938,984

Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） 80,490 – 10,260 634 118,087 – 209,471

Transferred from property under development 轉撥自在建物業 – 481,899 – – – – 481,899

Disposals of subsidiaries 出售附屬公司 (65,800) (541) (4,357) (188) (37,015) (55,023) (162,924)

Disposals 出售 (15,299) – (2,865) (399) – – (18,563)

At 31 December 2018 於二零一八年十二月三十一日 611,101 862,627 251,084 573,378 269,728 – 2,567,918

DEPRECIATION AND IMPAIRMENT 折舊及減值At 1 January 2017 於二零一七年一月一日 185,922 – 69,705 34,949 60,040 – 350,616Exchange realignment 匯兌調整 – – 1 – – – 1Provided for the year 年內撥備 12,881 – 17,143 9,052 13,865 387 53,328Eliminated on disposals of subsidiaries 出售附屬公司時對銷 – – (322) – (56) – (378)Eliminated on disposals 出售時對銷 – – (753) (2,245) – – (2,998)

At 31 December 2017 於二零一七年十二月三十一日 198,803 – 85,774 41,756 73,849 387 400,569

Exchange realignment 匯兌調整 (31) – (36) (2) (6) – (75)

Provided for the year 年內撥備 19,655 – 50,907 24,188 23,599 – 118,349

Eliminated on disposals of subsidiaries 出售附屬公司時對銷 (119) – (112) (4) (64) (387) (686)

Eliminated on disposals 出售時對銷 (6,067) – (969) (395) – – (7,431)

At 31 December 2018 於二零一八年十二月三十一日 212,241 – 135,564 65,543 97,378 – 510,726

CARRYING VALUES 賬面值At 31 December 2018 於二零一八年十二月三十一日 398,860 862,627 115,520 507,835 172,350 – 2,057,192

At 31 December 2017 於二零一七年十二月三十一日 393,564 101,387 77,497 26,366 65,545 54,636 718,995

14. 物業、廠房及設備

– F-535 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

266 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

14. Property, Plant and Equipment (continued)

The above items of property, plant and equipment, except

building under development/construction in progress, are

depreciated on a straight-line basis over the following estimated

useful lives:

Buildings Over the shorter of the relevant lease term or

3%-5% per annum

Office equipment 3 to 5 years

Transportation vehicles 3 to 15 years

Leasehold improvements Over the shorter of relevant lease term or

3 to 5 years

Plant and machineries 5 to 15 years

During the year ended 31 December 2012, the management

of the Group performed a valuation on a hotel property which

is included in “Buildings” category of property, plant and

equipment, and impairment loss of RMB125,000,000 has

been made according to the excess of the aggregate carrying

amounts of the hotel property over the recoverable amount

which is determined as the fair value less costs to sell of this

hotel property. The fair value of the hotel property was arrived

at using a combination of land portion of the hotel which was

assessed by the market approach, and buildings and structures

portion which was assessed by depreciated replacement

cost approach (“DRC”). The market value of land portion was

referenced to the comparable land transactions in Guangzhou,

the PRC. The DRC approach considers the current cost of

replacement of the buildings and improvements less deductions

for physical deterioration and all relevant forms of obsolescence

and optimisation. The DRC approach generally furnishes the

most reliable indication of value for the hotel property in the

absence of a known market based on comparable sales. In the

opinion of the management of the Group, the carrying amount

of hotel property approximates to its recoverable amount and

no impairment was recognised during the years ended 31

December 2018 and 2017.

14. 物業、廠房及設備（續）

上述物業、廠房及設備（發展中樓宇╱在建工程除外）乃按下列估計可使用年期以直線法進行折舊計算：

樓宇 相關租賃期或 每年3%-5%之較短者

辦公設備 三至五年運輸車輛 三至十五年租賃物業裝修 相關租賃期或

三至五年之較短者廠房及機器 五至十五年

於截至二零一二年十二月三十一日止年度，本集團管理層對包括於物業、廠房及設備中「樓宇」類別之酒店物業作出估值，酒店物業之賬面總值超出可收回金額（即酒店物業公平值減出售成本）得出減值虧損為人民幣125,000,000元。酒店物業之公平值透過就酒店土地部分使用市場法，而樓宇及構築物部分使用折舊重置成本（「折舊重置成本」）法綜合所得出。土地部分市場價值參考中國廣州可作比較之土地交易得出。折舊重置成本法考慮樓宇及修繕之現時重置成本，減去就實際損耗及所有相關形式之陳舊及優化作出之扣減。一般而言，在欠缺已知可資比較市場銷售個案之情況下，折舊重置成本法可提供最可靠之酒店物業價值指標。本集團管理層認為，酒店物業的賬面值與其可收回金額相若，且於截至二零一八年及二零一七年十二月三十一日止年度概無確認任何減值。

– F-536 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 267

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

14. Property, Plant and Equipment (continued)

As at 31 December 2018, buildings and construction in progress

of RMB793,818,000 (2017: buildings and plant and machinery

of RMB393,873,000) were pledged for certain banking facilities

granted to the Group. All the buildings of the Group are situated

on leasehold land in the PRC under medium lease term.

As at 31 December 2018, transportation vehicles amounting to

RMB482,953,000 (2017: Nil) is held under finance leases.

15. Prepaid Lease Payments

The carrying amount of prepaid lease payments represents land

use rights held under medium-term lease in the PRC is analysed

as follows:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current asset 非流動資產 337,977 80,735

Current asset 流動資產 14,772 2,080

352,749 82,815

As at 31 December 2018, RMB338,245,000 (2017:

RMB23,056,000) prepaid lease payment were pledged for

certain banking facilities granted to the Group. All the prepaid

lease payment of the Group are situated on leasehold land in the

PRC under medium lease term.

14. 物業、廠房及設備（續）

於二零一八年十二月三十一日，已就本集團所獲授若干銀行信貸而質押樓宇及在建工程為數人民幣793,818,000元（二零一七年：樓宇及廠房及機器人民幣393,873,000元）。本集團所有位於中國租賃土地的樓宇均按中期租賃期限持有。

於二零一八年十二月三十一日，運輸車輛人民幣482,953,000元（二零一七年：無）乃根據融資租賃持有。

15. 預付租賃付款

付租賃款項賬面值指於中國根據中期租賃持有的土地使用權，分析如下：

於二零一八年十二月三十一日，預付租賃款項人民幣338,245,000元（二零一七年：人民幣23,056,000元）已就本集團獲授若干銀行融資作抵押。本集團所有預付租賃款項於中國根據中期租賃持有的租賃土地。

– F-537 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

268 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

16. Investment Properties

Completed

investment

properties

Investment

properties

under

construction Total

已竣工投資物業

在建投資物業 總計

RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

At 1 January 2017 於二零一七年一月一日 2,598,978 2,825,529 5,424,507

Additions 添置 – 647,993 647,993

Transfer upon completion of

construction work

於建設工程竣工後轉撥790,638 (790,638) –

Disposals 出售 (48,839) – (48,839)

Net change in fair value recognised in

the consolidated statement of profit or

loss and other comprehensive income

已於綜合損益及其他全面 收益表內 確認的 公平值變動淨額 47,699 288,844 336,543

At 31 December 2017 於二零一七年十二月三十一日 3,388,476 2,971,728 6,360,204

Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） 703,900 – 703,900

Additions 添置 – 206,412 206,412

Transfer upon completion of

construction work

於建設工程竣工後轉撥1,505,365 (1,505,365) –

Disposals 出售 (162,589) – (162,589)

Transfer from properties for sale (note) 轉撥自可供銷售物業（附註） 1,181,099 – 1,181,099

Net change in fair value recognised in

the consolidated statement of profit or

loss and other comprehensive income

已於綜合損益及其他全面 收益表內確認的 公平值變動淨額 381,122 163,345 544,467

At 31 December 2018 於二零一八年十二月三十一日 6,997,373 1,836,120 8,833,493

Note: During the year ended 31 December 2018, the inception of the operating lease to outsiders for certain properties results in a transfer from properties for sale to completed investment properties. On the date of reclassification, the gain of RMB320,741,000 between the fair value of the properties and its carrying amount is recognised in profit or loss.

16. 投資物業

附註： 於截至二零一八年十二月三十一日止年度，就若干物業對外開始經營租賃，造成由可供銷售物業轉撥至已竣工投資物業。於重新分類日期，物業的公平值與其賬面值之間的收益人民幣320,741,000元已於損益確認。

– F-538 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 269

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

16. Investment Properties (continued)

All of the Group’s property interests held under operating

leases to earn rentals or for capital appreciation purposes are

measured using the fair value model and are classified and

accounted for as investment properties.

There were no transfers into or out of Level 3 during the year.

A t 3 1 D e c e m b e r 2 018 , i nve s t m e n t p r o p e r t i e s o f

RMB3,216,774,000 (2017: RMB1,637,193,000) were pledged to

secure certain banking facilities granted to the Group.

The fair values of investment properties under construction

and completed investment properties were determined by

reference to valuations carried out by Jones Lang LaSalle

Corporate Appraisal and Advisory Limited, a qualified external

valuer which is not connected with the Group. The fair values

of the investment properties were determined by the qualified

external valuer on the following basis:

Completed

investment

properties

– by reference to capital ised income

to be derived from the tenancies and

the reversionary income potential of

the properties or, where appropriate,

by reference to market evidence of

transaction prices for similar properties in

the same locations and conditions

Investment

properties

under

construction

– by reference to the current or recent

prices of investment properties and

estimated costs to completion based

on construction budget, committed

contracts, allowances for contingencies

as well as developer’s profit margin,

which reflect the risks associated with

the completion of the development of the

properties and in achieving the anticipated

income or capital appreciation on the date

of valuation

16. 投資物業（續）

所有本集團按經營租賃持有賺取租金或留待資本增值的物業權益，乃採用公平值模型計量並分類及入賬列為投資物業。

第3層亦並無轉入或轉出。

於二零一八年十二月三十一日，本集團已抵押人民幣3,216,774,000元（二零一七年：人民幣1,637,193,000元）的投資物業，以獲得授予本集團的若干銀行信貸。

在建投資物業及已竣工投資物業的公平值，乃參考與本集團概無關連的仲量聯行企業評估及諮詢有限公司（合資格外部估值師）的估值而釐定。合資格外部估值師乃按下列基準釐定投資物業的公平值：

已竣工投資物業

－ 參考將租賃產生的資本化收入及物業的復歸收入潛力或（倘屬適當）有關處於相同位置及條件的類似物業之交易價格的市場證據

在建投資物業

－ 參考投資物業的當前或近期價格以及根據工程預算、已提交合約、或有事項備抵以及發展商盈利率計算的估計竣工費用，反映於估值日期與完成物業開發及實現預計收入或資本增值有關的風險

– F-539 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

270 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

16. Investment Properties (continued)

The following tables give information about how the fair values

of these investment properties are determined (in particular,

the valuation techniques and inputs used), as well as the fair

value hierarchy into which the fair value measurements are

categorised (Levels 1 to 3) based on the degree to which the

inputs to the fair value measurements is observable.

In estimating the fair value of the investment properties, the

highest and best use of the investment properties is their

current use.

At 31 December 2018

Investment properties

held by the Group

Fair value

RMB'000

Fair value

hierarchy

Valuation

techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted

average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據（不可觀察輸入數據相對公平值的關係）

範圍（加權平均值）

敏感度

Completed investment

properties, including

retail shops and

commercial buildings

Investment properties under

construction including

commercial buildings

6,886,459

523,300

Level 3

Level 3

Income capitalisation

method – income

capitalisation of the

net income and

made provisions for

reversionary income

potential.

1. Term yield (the higher the

term yield, the lower the fair value)

2. Reversionary yield (the higher the

reversionary yield, the

lower the fair value)

3. Unit rent (RMB/sqm/month) (the

higher the unit rent, the higher the

fair value)

2.5%-6.0%

3.0%-6.5%

7-304

A slight increase in term yield would

not result in significant decrease in

fair value, and vice versa.

A slight increase in reversionary

yield would not result in significant

decrease in fair value, and vice

versa.

A significant increase/decrease

in unit rent would not result in

significant increase/decrease in fair

value.

7,409,759

16. 投資物業（續）

下表列示有關如何釐定該等投資物業公平值的資料（尤其是估值技巧及所用輸入數據）以及根據公平值計量所用輸入數據的可觀察程度確定的公平值計量所屬公平值等級（第1級至第3級）。

於估計投資物業的公平值時，投資物業的當前用途為其最高及最佳用途。

於二零一八年十二月三十一日

– F-540 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 271

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Investment properties

held by the Group

Fair value

RMB'000

Fair value

hierarchy

Valuation

techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted

average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據（不可觀察輸入數據相對公平值的關係）

範圍（加權平均值）

敏感度

已竣工投資物業

（包括零售商舖及商業大廈）

在建投資物業 （包括商業大廈）

6,886,459

523,300

第3級

第3級

收入資本化法－淨收入的

收入資本化，並就復歸

收入潛力作出撥備。

1. 定期收益（定期收益越高，

公平值越低）

2. 復歸收益（復歸收益越高，

公平值越低）

3. 單位租金（人民幣╱平方米╱月） （單位租金越高，公平值越高）

2.5% – 6.0%

3.0% – 6.5%

7 – 304

定期收益輕微增加不會引致公平值大幅減少，反之亦然。

復歸收益輕微增加不會引致公平值大幅減少，反之亦然。

單位租金大幅上升╱下降不會引致公平值大幅增加╱減少。

7,409,759

Completed investment

properties, including

retail shops and office

110,914 Level 3 Direct comparison method

– based on market

observable transactions

of similar properties and

adjusted to reflect the

conditions of the subject

property.

Adjustment made to account for

differences in location and level

N/A N/A

已竣工投資物業

（包括零售商舖及辦公室）110,914 第3級 直接比較法－根據相似物業

的市場可觀察交易，

並作出調整以反映標

的物業的狀況。

就地點及層級差異作出調整 不適用 不適用

16. Investment Properties (continued)

At 31 December 2018 (continued)

16. 投資物業（續）

於二零一八年十二月三十一日（續）

– F-541 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

272 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Investment properties

held by the Group

Fair value

RMB'000

Fair value

hierarchy

Valuation

techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted

average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據（不可觀察輸入數據相對公平值的關係）

範圍（加權平均值）

敏感度

Investment properties

under construction,

including retail shops and

commercial buildings

904,000 Level 3 Residual method – based on

gross development value

and taken into account

the construction costs to

completion, developer’s

profit, marketing costs.

1. Gross development value (RMB’000)

on completion basis (the higher the

gross development value, the

higher the fair value)

2. Developer’s profit (the higher the

developer’s profit, the

lower the fair value)

3. Marketing costs (the higher

the marketing costs, the

lower the fair value)

4. Construction costs to completion

(the higher the future construction

costs for completion, the lower the

fair value)

165,570 – 343,400

10%-15%

4%

4,569,000 -

139,749,000

A significant increase/decrease in

gross development value would

result in significant increase/

decrease in fair value.

A significant increase in developer’s

profit would not result in significant

decrease in fair value, and vice

versa.

A slight increase in marketing

costs would not result in significant

decrease in fair value, and vice

versa.

A significant increase in

construction costs to completion

would not result in significant

decrease in fair value, and vice

versa.

在建投資物業

（包括零售商舖及

商業大廈）

904,000 第3級 餘值法－根據總發展價值

並計及完成開發的

施工費用、發展商溢利、營銷費用。

1. 按竣工基準計算的總發展價值（人民幣千元）（總發展價值越高，公平值越高）

2. 發展商溢利（發展商溢利越高，公平值越低）

3. 營銷費用（營銷費用越高，公平值越低）

4. 完成開發的施工費用（完成開發的未來施工費用越高，公平值越低）

165,570 – 343,400

10%-15%

4%

4,569,000 -

139,749,000

總發展價值大幅增加╱減少會引致公平值大幅增加/減少。

發展商溢利大幅增加不會引致公平值大幅減少，反之亦然。

營銷費用輕微增加不會引致公平值大幅減少，反之亦然。

完成開發的施工費用的大幅增加不會引致公平值大幅減少，反之亦然。

16. Investment Properties (continued)

At 31 December 2018 (continued)

16. 投資物業（續）

於二零一八年十二月三十一日（續）

– F-542 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 273

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Investment properties

held by the Group

Fair value

RMB'000

Fair value

hierarchy

Valuation

techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted

average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據（不可觀察輸入數據相對公平值的關係）

範圍（加權平均值）

敏感度

Investment properties

under construction,

including undeveloped

land for retail shops and

commercial building

408,820 Level 3 Direct comparison method

– based on market

observable transactions

of similar lands and

adjusted to reflect the

conditions of the subject

lands.

Comparable land price (RMB/sqm) (the

higher the land

price, the higher the fair

value)

707-13,677 A significant increase/decrease in

comparable land price would result

in significant increase/decrease in

fair value.

在建投資物業

（包括零售商舖及商業大廈的未開發土地）

408,820 第3級 直接比較法－根據相似

土地的市場可觀察交易，並作出調整以反映標的

土地的狀況。

可資比較土地價格（每平方米人民幣）（土地價格越高，公平值越高）

707-13,677 可資比較土地價格大幅上升╱下降會引致公平值大幅增加╱減少。

8,833,493

16. Investment Properties (continued)

At 31 December 2018 (continued)

16. 投資物業（續）

於二零一八年十二月三十一日（續）

– F-543 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

274 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

16. Investment Properties (continued)

At 31 December 2017

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation

techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted

average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據（不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Completed investment

properties, including

retail shops and

commercial buildings

3,201,759 Level 3 Income capitalisation

method-income

capitalisation of the net

income and

made provisions

for reversionary

income potential.

1. Term yield (the higher the

term yield, the lower the fair value)

2. Reversionary yield (the higher the

reversionary yield, the

lower the fair value)

3. Unit rent (RMB/sqm/month) (the

higher the unit rent, the higher the

fair value)

2.5%-6%

3%-6.5%

4-240

A slight increase in term yield would

not result in significant decrease in

fair value, and vice versa.

A slight increase in reversionary

yield would not result in significant

decrease in fair value, and vice

versa.

A significant increase/decrease

in unit rent would not result in

significant increase/decrease in fair

value.

已竣工投資物業

（包括零售商舖及商業

大廈）

3,201,759 第3級 收入資本化法－淨收入的

收入資本化，並就復歸

收入潛力作出撥備。

1. 定期收益（定期收益越高，公平值越低）

2. 復歸收益（復歸收益越高，公平值越低）

3. 單位租金（人民幣╱平方米╱月）（單位租金越高，公平值越高）

2.5%-6%

3%-6.5%

4-240

定期收益輕微增加不會引致公平值大幅減少， 反之亦然。

復歸收益輕微增加不會引致公平值大幅減少，反之亦然。

單位租金大幅上升╱下降不會引致公平值大幅增加╱減少。

16. 投資物業（續）

於二零一七年十二月三十一日

– F-544 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 275

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation

techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted

average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據（不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Completed investment

properties, including

retail shops, and office

186,717 Level 3 Direct comparison method

– based on market

observable transactions

of similar properties and

adjusted to reflect the

conditions of the subject

property.

Adjustment made to account for

differences in location and level

N/A N/A

已竣工投資物業

（包括零售商舖及

辦公室）

186,717 第3級 直接比較法－根據相似

物業的市場可觀察交易，並作出調整以反映標的

物業的狀況。

就地點及層級差異作出調整 不適用 不適用

16. Investment Properties (continued)

At 31 December 2017 (continued)

16. 投資物業（續）

於二零一七年十二月三十一日（續）

– F-545 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

276 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation

techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted

average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據（不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Investment properties

under construction,

including retail shops

and commercial

buildings

2,528,500 Level 3 Residual method – based on

gross development value

and taken into account

the construction costs to

completion, developer’s

profit, marketing costs.

1. Gross development value (RMB’000)

on completion basis (the higher the

gross development value, the

higher the fair value)

2. Developer’s profit (the higher the

developer’s profit, the

lower the fair value)

3. Marketing costs (the higher

the marketing costs, the

lower the fair value)

4. Construction costs to completion

(the higher the future construction

costs for completion, the lower the

fair value)

153,260-993,200

8%-15%

4%

8,750,000 –

99,738,000

A significant increase/decrease in

gross development value would

result in significant increase/

decrease in fair value.

A significant increase in developer's

profit would not result in significant

decrease in fair value, and vice

versa.

A slight increase in marketing

costs would not result in significant

decrease in fair value, and vice

versa.

A significant increase in

construction costs to completion

would not result in significant

decrease in fair value, and vice

versa.

在建投資物業

（包括零售商舖及商業

大廈）

2,528,500 第3級 餘值法－根據總發展價值，並考慮完成開發的

施工費用、發展商溢利

及營銷費用。

1. 按竣工基準計算的總發展價值（人民幣千元）（總發展價值越高，公平值越高）

2. 發展商溢利（發展商溢利越高，公平值越低）

3. 營銷費用（營銷費用越高，公平值越低）

4. 完成開發的施工費用（施工費用越高，公平值越低）

153,260-993,200

8%-15%

4%

8,750,000 –

99,738,000

總發展價值大幅增加╱減少會引致公平值大幅增加/減少。

發展商溢利大幅增加不會引致公平值大幅減少，反之亦然。

營銷費用輕微增加不會引致公平值大幅減少，反之亦然。

完成開發的施工費用的大幅增加不會引致公平值大幅減少，反之亦然。

16. Investment Properties (continued)

At 31 December 2017 (continued)

16. 投資物業（續）

於二零一七年十二月三十一日（續）

– F-546 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 277

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation

techniques

and key inputs

Significant unobservable inputs

(relationship of unobservable

inputs to fair value)

Range

(weighted

average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據（不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Investment properties

under construction,

including undeveloped

land for retail shops and

commercial building

443,228 Level 3 Direct comparison method

– based on market

observable transactions

of similar lands and

adjusted to reflect the

conditions of

the subject lands.

Comparable land price (RMB/sqm) (the

higher the land

price, the higher the fair

value)

355-2,830 A significant increase/decrease in

comparable land price would result

in significant increase/decrease in

fair value.

在建投資物業（包括零售

商舖及商業大廈的

未開發土地）

443,228 第3級 直接比較法－根據相似

土地的市場可觀察交易，並作出調整以反映標

的土地的狀況。

可資比較土地價格（每平方米人民幣）（土地價格越高，公平值越高）

355-2,830 可資比較土地價格大幅上升╱下降會引致公平值大幅增加/減少。

6,360,204

17. Goodwill

RMB’000

人民幣千元

COST AND CARRYING AMOUNTS 成本及賬面值At 1 January 2017 於二零一七年一月一日 1,602

Arising on acquisitions of subsidiaries (note 48(b)) 因收購附屬公司而產生（附註48(b)） 27,153

At 31 December 2017 於二零一七年十二月三十一日 28,755

Disposal of subsidiaries (note 50(a)) 出售附屬公司（附註50(a)） (25,264)

At 31 December 2018 於二零一八年十二月三十一日 3,491

16. Investment Properties (continued)

At 31 December 2017 (continued)

16. 投資物業（續）

於二零一七年十二月三十一日（續）

17. 商譽

– F-547 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

278 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

17. 商譽（續）17. Goodwill (continued)

During the year ended 31 December 2018, the Group disposed

of its 51% equity interest in 歌斐頌食品有限公司 Aficion Food

Co., Ltd (“Aficion”) to an independent third party. Aficion is

engaged in the provision of chocolate production and theme

park in Jiashan, Zhejiang Province, the PRC. Details of the

related disposal is disclosed in note 50(a).

Goodwill acquired in business combinations is allocated, at

acquisition, to the cash generating units (“CGUs”) – property

management service and chocolate production and related

businesses that are expected to benefit from those business

combinations.

For the purposes of impairment testing, goodwill as detailed

above has been allocated to the subsidiaries as individual cash-

generating units (CGUs) from which goodwill arose. The carrying

amount of goodwill as at 31 December 2018 allocated these

units are as followed.

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Anhui Hanlin Property Services Company

Limited

安徽瀚林物業服務有限公司1,602 1,602

Shenzhen Huazhong Property Management

Company Limited

深圳華中物業管理有限公司1,889 1,889

Aficion 歌斐頌 – 25,264

3,491 28,755

截至二零一八年十二月三十一日止年度，本集團出售其於歌斐頌食品有限公司（「歌斐頌」）51%股權予一名獨立第三方。歌斐頌在中國浙江省嘉善市從事提供巧克力生產及主題公園。相關出售及收購詳情於附註50(a)披露。

業務合併中收購的商譽於收購時分配予預期因該等業務合併而受益的現金產生單位（「現金產生單位」）- 物業管理服務及巧克力生產及相關業務。

就減值測試而言，上文詳述的商譽已分配至附屬公司，作為產生商譽的個別現金產生單位。於二零一八年十二月三十一日該等單位獲分配之商譽賬面值如下。

– F-548 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 279

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

18. Intangible Assets

License for

parallel-

import of

vehicle

Property

management

contracts Total

平行進口汽車牌照

物業管理合約 總計

RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

COST 成本At 1 January 2017 於二零一七年一月一日 990 2,095 3,085

Arising on acquisitions of subsidiaries 因收購附屬公司而產生 – 2,398 2,398

At 31 December 2017 and

31 December 2018

於二零一七年十二月三十一日及 二零一八年十二月三十一日 990 4,493 5,483

AMORTISATION 攤銷At 1 January 2017 於二零一七年一月一日 25 104 129

Charge for the year 年內扣除 198 458 656

At 31 December 2017 於二零一七年十二月三十一日 223 562 785

Charge for the year 年內扣除 198 900 1,098

At 31 December 2018 於二零一八年十二月三十一日 421 1,462 1,883

CARRYING VALUES 賬面值At 31 December 2018 於二零一八年十二月三十一日 569 3,031 3,600

At 31 December 2017 於二零一七年十二月三十一日 767 3,931 4,698

The license for parallel-import of vehicle is amortised on a

straight-line basis over a term of five years based on the

executive directors’ best estimate.

The intangible assets in related to property management

contracts have finite useful lives and are amortised on a straight-

line basis over the remaining term of five years.

18. 無形資產

汽車平行進口牌照根據執行董事的最佳估計於五年期間按直線法攤銷。

與物業管理合約有關的無形資產具有無限可使用年期，於餘下五年期間按直線法攤銷。

– F-549 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

280 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

19. Interests in Joint Ventures

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Unlisted cost of investment 非上市投資成本 1,846,819 221,310

Share of post acquisition loss 應佔收購後虧損及 其他全面開支 (114,113) (150,671)

Unrealised profit (note) 未變現溢利（附註） (11,330) (26,890)

1,721,376 43,749

Note: The unrealised profit related to the Group’s attributable interest income from the amounts due from Zhuzhou Aoyuan and Zhuzhou Jinye and the Group’s interest expenses arising from the amount due to Guangdong Jinao. Such interest expenses were capitalised in corresponding properties for sale and certain of these properties were not sold at 31 December 2018 and 2017.

19. 於合營企業的權益

附註： 未變現溢利與本集團應佔來自應收株洲奧園及株洲金業款項的利息收入及本集團來自應付廣東金奧款項的利息開支有關。該等利息開支已於相關之可供銷售物業中資本化及於二零一八年及二零一七年十二月三十一日並無出售若干該等物業。

– F-550 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 281

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

19. Interests in Joint Ventures (continued)

Details of the Group’s principal joint ventures at the end of the

reporting period are as follows:

Name of entity

Place of

establishment/

principal place

of operation

Proportion of

registered capital/

voting rights

held by the Group

Registered capital

RMB’000 Principal activity

實體名稱註冊成立╱主要營業地點

本集團所持有註冊資本╱投票權比例

註冊資本人民幣千元 主要業務

2018 2017 2018 2017二零一八年 二零一七年 二零一八年 二零一七年

Guangzhou Baoao Real Estate Development Limited (“Guangzhou Baoao”)

廣州保奧房地產開發有限公司

（「廣州保奧」

PRC中國

50% 50% 10,000 10,000 Property investment物業投資

Zhuzhou Aoyuan Property Development Company Limited (“Zhuzhou Aoyuan”) (Note a)

株洲奧園房地產開發有限公司 （「株洲奧園」）（附註 a）

PRC

中國85.71% 85.71% 140,000 140,000 Property development

物業發展

Zhuzhou Jinye Property Development

Company Limited (“Zhuzhou Jinye”)

(Note a)

株洲金業房地產開發有限公司

（「株洲金業」）（附註 a）

PRC

中國78.49% 78.49% 93,000 93,000 Property development

物業發展

Guangdong Jinao Commercial

Factoring Company Limited

(“Guangdong Jinao”)

廣東金奧商業保理有限公司

（「廣東金奧」）

PRC

中國50% – 600,000 – Financial services

金融服務

Fujian Century Kunyuan Investment

Company Limited (“Fujian Century”)

(Note b)

福建世紀坤源投資有限公司

（「福建世紀」）（附註b）

PRC

中國51% – 600,000 – Property development

物業發展

19. 於合營企業的權益（續）

於報告期間結束時本集團旗下主要合營企業的詳情如下：

– F-551 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

282 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Name of entity

Place of

establishment/

principal place

of operation

Proportion of

registered capital/

voting rights

held by the Group

Registered capital

RMB’000 Principal activity

實體名稱註冊成立╱主要營業地點

本集團所持有註冊資本╱投票權比例

註冊資本人民幣千元 主要業務

2018 2017 2018 2017二零一八年 二零一七年 二零一八年 二零一七年

Maoming Jinyuan Bay Real Estate

Development Company Limited

(“Maoming Jinyuan”) (Note b)

茂名金源海灣房地產開發有限公司

（「茂名金源」）（附註b）

PRC

中國57% – 350,000 – Property development

物業發展

Note: (a) According to the Articles of Association of Zhuzhou Aoyuan and Zhuzhou Jinye, the Group has power to appoint two out of four directors in the board of Zhuzhou Aoyuan and Zhuzhou Jinye, and the boards of directors are responsible for all operating and financing decisions of Zhuzhou Aoyuan and Zhuzhou Jinye. Unanimous consent of the directors is required on making relevant operating decisions. Each of the investors cannot direct the activities without consensus of the other joint venturers, and each party cannot individually control Zhuzhou Aoyuan and Zhuzhou Jinye. Therefore, Zhuzhou Aoyuan and Zhuzhou Jinye are continuously accounted for as joint ventures of the Group.

(b) According to the Articles of Association of Fujian Century and Maoming Jinyuan, the Group has power to appoint two out of three directors in the board of Fujian Century and Maoming Jinyuan, and the boards of directors are responsible for all operating and financing decisions of Fujian Century and Maoming Jinyuan. Unanimous consent of the directors is required on making relevant operating decisions. Each of the investors cannot direct the activities without consensus of the other joint venturers, and each party cannot individually control Fujian Century and Maoming Jinyuan. Therefore, Fujian Century and Maoming Jinyuan are accounted for as joint ventures of the Group.

19. Interests in Joint Ventures (continued) 19. 於合營企業的權益（續）

附註： (a) 根據株洲奧園及株洲金業之組織章程細則，本集團有權委任株洲奧園及株洲金業董事會四名董事中的兩名，董事會對株洲奧園及株洲金業之所有營運及融資決策負責。在作出相關經營決策時須董事會一致同意。各方均在無其他合營企業同意的情況下不得指導活動，各方不得單獨控制株洲奧園及株洲金葉。因此，株洲奧園及株洲金業繼續作為本集團合營企業入賬。

(b) 根據福建世紀及茂名金源之組織章程細則，本集團有權委任福建世紀及茂名金源董事會三名董事中的兩名，董事會對福建世紀及茂名金源之所有營運及融資決策負責。在作出相關經營決策時須董事會一致同意。各方均在無其他合營企業同意的情況下不得指導活動，各方不得單獨控制福建世紀及茂名金源。因此，福建世紀及茂名金源繼續作為本集團合營企業入賬。

– F-552 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 283

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

19. Interests in Joint Ventures (continued)

The summarised financial information in respect of the Group’s

principal interests in joint ventures are set out below:

Guangzhou Baoao 2018 2017

廣州保奧 二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 21,971 21,942

Non-current assets 非流動資產 366,800 364,200

Current liabilities 流動負債 319,705 319,561

Non-current liabilities 非流動負債 14,767 14,146

Profit and total comprehensive

income for the year

年內溢利及全面 收益總額 1,864 4,248

Zhuzhou Aoyuan 2018 2017

株洲奧園 二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 1,685,038 2,230,013

Non-current assets 非流動資產 31,309 54,471

Current liabilities 流動負債 1,406,412 1,623,825

Non-current liabilities 非流動負債 180,000 600,000

Profit (loss) and total comprehensive

income (expense) for the year

年內溢利（虧損）及全面收益 （開支）總額 69,276 (78,137)

19. 於合營企業的權益（續）

本集團於合營企業的主要權益之相關財務資料概述如下：

– F-553 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

284 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

19. Interests in Joint Ventures (continued)

Zhuzhou Jinye 2018 2017

株洲金業 二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 1,358,797 1,636,817

Non-current assets 非流動資產 65,452 36,476

Current liabilities 流動負債 901,094 1,063,153

Non-current liabilities 非流動負債 620,000 620,000

Loss and total comprehensive expense

for the year

年內虧損及全面開支總額(86,985) (63,072)

Guangdong Jinao 2018 2017

廣東金奧 二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 1,564,461 –

Current liabilities 流動負債 16,607 –

Profit and total comprehensive income

for the year

年內溢利及全面收益總額47,854 –

19. 於合營企業的權益（續）

– F-554 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 285

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

19. Interests in Joint Ventures (continued)

Fujian Century 2018 2017

福建世紀 二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 3,753,040 –

Non-current assets 非流動資產 8,741 –

Current liabilities 流動負債 3,197,885 –

Loss and total comprehensive expense

for the year

年內虧損及全面開支總額(36,105) –

Maoming Jinyuan 2018 2017

茂名金源 二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 890,960 –

Non-current assets 非流動資產 94 –

Current liabilities 流動負債 542,675 –

Loss and total comprehensive expense

for the year

年內虧損及全面開支總額(2,498) –

19. 於合營企業的權益（續）

– F-555 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

286 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

19. Interests in Joint Ventures (continued)

Aggregate information of joint ventures that are

not individually material

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

The Group's share of loss and total

comprehensive expense

本公司應佔虧損及 全面開支總額 (12,279) (2,038)

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Aggregate carrying amount of the

Group's interests in these joint ventures

本公司於該等合營企業 權益的賬面值總額 334,100 169

20. Interests in Associates

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Cost of investment in associates 非上市投資成本 219,000 170,000

Share of post acquisition (loss) profit 應佔收購後（虧損）溢利 (1,869) 3

217,131 170,003

19. 於合營企業的權益（續）

單獨並不重大合營企業的合併資料

20. 於聯營公司的權益

– F-556 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 287

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

20. Interests in Associates (continued)

Details of the Group’s associates as at the end of the reporting

period are as follows:

Name of entity

Place of

incorporation/

principal place

of operation

Attributable interest

indirectly held

by the Group

Registered capital

(‘000) Principal activity

實體名稱註冊成立╱主要營業地點

本集團所持有註冊資本╱投票權比例

註冊資本（千元） 主要業務

2018 2017 2018 2017

二零一八年 二零一七年 二零一八年 二零一七年

Guangdong Hongao Land Operation Company Limited (“Guangdong Hongao”)

廣東宏奧土地經營有限公司

（「廣東宏奧」）

PRC中國

49% 49% RMB100,000

人民幣100,000元

RMB100,000

人民幣100,000元

Property development物業發展

Guanji Investments Company Limited

(“Guanji”)

冠基投資有限公司（「冠基」）

BVI

英屬處女群島28% 28% USD50

50美元USD50

50美元Investment holding

投資控股

Golden Shining Investment Limited

金輝煌投資有限公司*

Hong Kong

香港28% 28% HKD10

10港元HKD10

10港元Investment holding

投資控股

Enping Golden Shining Tourism

Development Company Limited

恩平金輝煌旅遊開發有限公司*

PRC

中國28% 28% HKD20,000

20,000港元HKD20,000

20,000港元Property development

物業發展

Hebei Tiantong Aoyuan Property

Development Limited (“Hebei Tiantong”)

河北天同奧園房地產開發有限公司

（「河北天同」）

PRC

中國30% 30% RMB100,000

人民幣100,000元

RMB100,000

人民幣100,000元

Property development

物業發展

* These companies are wholly-owned subsidiaries of Guanji.

20. 於聯營公司的權益（續）

於報告期間結束時本集團旗下聯營企業的詳情如下：

* 該等公司均為冠基之全資附屬公司。

– F-557 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

288 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

20. Interests in Associates (continued)

The summarised financial information in respect of the Group’s

interests in associates are set out below:

Guangdong Hongao 2018 2017

廣東宏奧 二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 138,013 84,087

Non-current assets 非流動資產 41,345 –

Current liabilities 流動負債 80,031 84,080

Non-controlling interest 非控股權益 2,516 –

(Loss) profit and total comprehensive

(expense) income for the year

年內（虧損）溢利及全面 （開支）收益總額 (3,196) 7

Hebei Tiantong 2018 2017

河北天同 二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 194,728 210,266

Non-current assets 非流動資產 636 –

Current liabilities 流動負債 96,388 110,266

Loss and total comprehensive expense

for the year

年內虧損及全面開支總額(1,024) –

20. 於聯營公司的權益（續）

本集團於聯營企業的權益之相關財務資料概述如下：

– F-558 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 289

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

20. Interests in Associates (continued)

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Aggregate carrying amount of the

Group's interests in these associates

本集團於該等聯營公司 權益的賬面值總額 140,000 140,000

21. Equity Instruments at Fair Value Through Other Comprehensive Income

2018

二零一八年RMB’000

人民幣千元

Unlisted equity investments 非上市股本投資 31,465

The above unlisted equity investments represent the Group's

equity interests in private entities where their principal activities

are engaged in the PRC and Hong Kong. The directors of the

Company have elected to designate these investments in equity

instruments as at FVTOCI as they believe that recognising short-

term fluctuations in these investments’ fair value in profit or loss

would not be consistent with the Group’s strategy of holding

these investments for long-term purposes and realising their

performance potential in the long run.

20. 於聯營公司的權益（續）

21. 按公平值計入其他全面收益的股本工具

上述非上市股本投資指本集團於其主要活動在中國及香港的私人實體的股權。本公司董事已選擇指定於該等股本工具的投資為按公平值計入其他全面收益，原因為彼等認為於損益中確定該等投資公平值的短期波動可能與本集團持有該等投資的長期目的及於長期變現彼等的表現潛力不一致。

– F-559 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

290 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

22. Deferred Taxation

For the purpose of presentation in the consolidated statement

of financial position, certain deferred tax assets and liabilities

have been offset. The following is the analysis of the deferred

tax balances for financial reporting purposes:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Deferred tax assets 遞延稅項資產 (676,948) (305,272)

Deferred tax liabilities 遞延稅項負債 1,184,072 691,196

507,124 385,924

The deferred tax (assets) liabilities recognised by the Group and

movements thereon during the year are as follows:

Change in

fair value of

investment

properties

Revaluation

of

properties Tax losses

Undistributed

earnings

of PRC

subsidiaries

Temporary

differences

of LAT

payables

Other

temporary

differences Total

公平值變動 物業重估 稅項虧損中國附屬公司未分派盈利

應付土地增值稅暫時差額

其他暫時差額 總計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

At 1 January 2017 於二零一七年一月一日 532,702 33,671 (200,396) 30,000 (36,758) 40,062 399,281Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） – – (1,252) – – 3,253 2,001Disposal of subsidiaries (note 50) 出售附屬公司（附註50） – – 4,891 – – – 4,891Charge (credit) to profit or loss for the year (note 10)

於年度損益內支出（計入） （附註10） 138,635 – (69,694) (2,581) (42,551) (50,412) (26,603)

Charged to other comprehensive income 於其他全面收益內支出 – – – – – 6,354 6,354

At 31 December 2017 於二零一七年十二月三十一日 671,337 33,671 (266,451) 27,419 (79,309) (743) 385,924Effect arising from application of IFRS15 (note 2.1)

應用國際財務報告準則 第15號所產生的影響 （附註2.1） – – – – – 22,005 22,005

At 1 January 2018 (restated) 於二零一八年一月一日（經重列） 671,337 33,671 (266,451) 27,419 (79,309) 21,262 407,929

Acquisitions of subsidiaries (note 48) 收購附屬公司（附註48） 106,235 – (39,147) – – – 67,088

Disposal of subsidiaries (note 50) 出售附屬公司（附註50） – – 12,313 – – (2,649) 9,664

Charge (credit) to profit or loss for the year (note 10)

於年度損益內支出（計入） （附註10） 445,810 – (351,573) – (90,367) 18,573 22,443

At 31 December 2018 於二零一八年十二月三十一日 1,223,382 33,671 (644,858) 27,419 (169,676) 37,186 507,124

22. 遞延稅項

為於綜合財務狀況表中呈報，若干遞延稅項資產及負債已抵銷。就財務申報目的而言的遞延稅項結餘分析如下：

本集團確認的遞延稅項（資產）負債及其於年內的變動如下：

– F-560 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 291

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

22. Deferred Taxation (continued)

As at 31 December 2018, the Group had unused tax losses

of RMB4,261,053,000 (2017: RMB1,935,425,000) available

to offset against future profits. A deferred tax asset has

been recognised in respect of RMB2,579,434,000(2017:

RMB1,065,804,000) of such tax losses. No deferred tax asset

has been recognised in respect of the remaining tax losses

of RMB1,681,619,000 (2017: RMB869,621,000) due to the

unpredictability of future profits streams. The unrecognised tax

losses will expire in the follow years:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

2018 二零一八年 – 45,494

2019 二零一九年 46,255 46,654

2020 二零二零年 127,011 127,476

2021 二零二一年 188,557 196,112

2022 二零二二年 400,615 453,885

2023 二零二三年 919,181 –

1,681,619 869,621

Under the EIT Law of PRC, withholding tax is imposed

on dividends declared in respect of profits earned by PRC

subsidiaries from 1 January 2008 onwards. Deferred taxation

has not been provided for both years in the consolidated

financial statements in respect of temporary differences

attributable to accumulated profits of the PRC subsidiaries

amounting to RMB13,905,692,000 (2017: RMB10,457,669,000)

as the Group is able to control the timing of the reversal of the

temporary differences and it is probable that the temporary

differences will not reverse in the foreseeable future.

22. 遞延稅項（續）

於二零一八年十二月三十一日， 本集團有擁有尚未動用稅項虧損人民幣4,261,053,000元（二零一七年：人民幣1,935,425,000元 ）， 可 用 作 抵 銷未來溢利。已就該稅項虧損中人民幣2,579,434,000元（二零一七年：人民幣1,065,804,000元）確認遞延稅項資產。由於不可預測未來溢利流，因此並未就餘下人民幣1,681,619,000元（二零一七年：人民幣869,621,000元）的稅項虧損確認遞延稅項資產。未確認稅項虧損將於以下年份到期：

根據中國企業所得稅法，自二零零八年一月一日起，中國附屬公司在就其所賺取溢利宣派股息時須繳交預扣稅。由於本集團可控制撥回暫時差額之時間，而有關暫時差額於可預見之將來不會撥回，故此並無於兩個年度之綜合財務報表內就中國附屬公司之累計溢利所應佔之暫時差額人民幣13,905,692,000元（二零一七年：人民幣10,457,669,000元）有關之遞延稅項作出撥備。

– F-561 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

292 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

23. Deposits Paid for Acquisitions of Subsidiaries

As at 31 December 2018, the Group has made deposits

of RMB26,012,000, RMB685,280,000, RMB115,110,000,

RMB463,000,000, RMB123,096,000, RMB28,500,000,

RMB28,500,000 and RMB62,449,000, in relation to the

acquisitions of equity interests in 東莞市龍榮房地產有限公司

Dongguan Longrong Real Estate Co., Ltd., 高安市瑞興投資發展有限公司 Gao’an Ruixing Investment Development Co., Ltd. &

高安市宏利高投資發展有限公司 Gao’an Hongli Gao Investment

Development Co., Ltd., 湖南經閣鴻運置業有限公司 Hunan

Jingge Hongyun Real Estate Co., Ltd., 合肥七彩世界置業有限公司 Hefei Colourful World Real Estate Co., Ltd., 蘇州市隆福房地產開發有限公司 Suzhou Longfu Real Estate Development Co.,

Ltd., 廣東譽勝實業投資有限公司 Guangdong Yusheng Industrial

Investment Co., Ltd., 東莞華譽房地產開發有限公司 Dongguan

Huayu Real Estate Development Co., Ltd., 中山市攀雲房地產開發有限公司 Zhongshan Panyun Real Estate Development Co.,

Ltd. respectively.

As at 31 December 2017, the Group has made deposits

of RMB150,220,000, RMB191,990,000, RMB60,000,000,

RMB245,000,000, RMB26,012,000, RMB35,000,000 and

RMB220,000,000 in relation to the acquisitions of equity

interests in 陝西龍騰華德房地產開發有限公司 Shaanxi

Longteng Huade Property Development Investment Co.,

Ltd., 廣漢鼎興置業有限公司 Guanghan Dingxin Property Co.,

Ltd., 恩平進升房地產開發有限公司 Enping Jinsheng Property

Development Co., Ltd., 成都新西南房地產有限公司 Chengdu

Xinxinan Property Co., Ltd., 東莞市龍榮房地產有限公司

Dongguan Longrong Real Estate Co., Ltd., 深圳市鴻富建築勞務有限公司Shenzhen Hongfu Construction Labor Co., Ltd.

and 青島盛世嘉德商業發展有限公司 Qingdao Shengshi Jiade

Commercial Development Co., Ltd. respectively.

23. 收購附屬公司已付訂金

於二零一八年十二月三十一日，本集團就收購東莞市龍榮房地產有限公司、高安市瑞興投資發展有限公司及高安市宏利高投資發展有限公司、湖南經閣鴻運置業有限公司、合肥七彩世界置業有限公司、蘇州市隆福房地產開發有限公司、廣東譽勝實業投資有限公司、東莞華譽房地產開發有限公司及中山市攀雲房地產開發有限公司之股權分別支付人民幣26,012,000元、人民幣685,280,000

元、 人 民 幣115,110,000元、 人 民 幣463,000,000元、人民幣123,096,000元、人民幣28,500,000元、人民幣28,500,000

元及人民幣62,449,000元的訂金。

於二零一七年十二月三十一日，本集團就收購陝西龍騰華德房地產開發有限公司、廣漢鼎興置業有限公司、恩平進升房地產開發有限公司、成都新西南房地產有限公司、東莞市龍榮房地產有限公司、深圳市鴻富建築勞務有限公司及青島盛世嘉德商業發展有限公司之股權分別支付150,220,000元， 人民幣191,990,000元， 人 民 幣60,000,000

元， 人 民 幣245,000,000元， 人 民 幣26,012,000元，人民幣35,000,000元及人民幣220,000,000元的訂金。

– F-562 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 293

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

23. Deposits Paid for Acquisitions of Subsidiaries (continued)

Except for the acquisition of equity interests in Dongguan

Longrong Real Estate Co., Ltd, Shenzhen Hongfu Construction

Labor Co., Ltd and Shaanxi Longteng Huade Property

Development Investment Co., Ltd, the Group has completed

aforesaid acquisition of subsidiaries during the year ended

31 December 2018. Details of aforesaid acquisitions are set

out in note 48(a). During the year ended 31 December 2018,

the acquisitions for Shenzhen Hongfu Construction Labor

Co., Ltd and Shaanxi Longteng Huade Property Development

Investment Co., Ltd. have been terminated and the deposits

paid were fully refunded.

24. Deposit Paid for Acquisition of a Joint Venture

As at 31 December 2018, the Group has made deposit of

RMB40,941,000 (2017: RMB39,229,000) in relation to the

acquisition of a joint venture 奧維房地產發展投資有限公司Aowei Property Development Investment Co., Ltd. from an

independent third party.

25. Amount due from a Non-Controlling Shareholder of a Subsidiary-Non-Current

As at 31 December 2017, the balance represents an amount due

from a non-controlling shareholder of a subsidiary, amounted

to RMB92,383,000, of which RMB79,383,000 was carrying

interest at rate of 8% per annum and RMB13,000,000 was

interest free. The balance was secured by the equity interest

in the subsidiary held by the non-controlling shareholders and

will be matured on 11 April 2019. As at 31 December 2018, the

balance has been transferred to current portion.

23. 收購附屬公司已付訂金（續）

除收購東莞市龍榮房地產有限公司、深圳市鴻富建築勞務有限公司及陝西龍騰華德房地產開發有限公司的股權外，本集團已於截至二零一八年十二月三十一日止年度完成收購上述附屬公司。有關收購事項的詳情載於附註48(a)。於截至二零一八年十二月三十一日止年度，收購深圳市鴻富建築勞務有限公司及陜西龍騰華德房地產開發有限公司已被終止且已付訂金已獲悉數退還。

24. 收購一間合營企業已付訂金

於二零一八年十二月三十一日，本集團就自獨立第三方收購一間合營企業奧維房地產發展投資有限公司支付人民幣40,941,000元（二零一七年：人民幣39,229,000元）的訂金。

25. 應收一間附屬公司一名非控股股東款項－非即期

於二零一七年十二月三十一日，結餘為應收一間附屬公司一名非控股股東款項人民幣92,383,000元，其中人民幣79,383,000元按年利率8%計息及人民幣13,000,000元不計息。結餘由非控股股東持有的附屬公司的股權作抵押，並將於二零一九年四月十一日到期。於二零一八年十二月三十一日，結餘已轉撥至即期部分。

– F-563 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

294 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

26. Amount Due from Joint Venture-Non-Current

The balance is unsecured, interest-free and used for the joint

ventures’ properties development, and is not expected to be

repaid within one year.

27. Properties for Sale

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Properties for sale comprise of: 可供銷售物業包括：

Completed properties 已落成物業 13,714,007 10,546,239

Properties under development 發展中物業 101,180,207 66,522,786

114,894,214 77,069,025

Included in the amount are properties under development for

sale of RMB25,619,185,000 (2017: RMB16,307,520,000) in

relation to property development projects that are expected to

complete after one year from the end of the reporting periods.

During the year ended 31 December 2018, completed

properties for sale with an aggregate carrying amount of

RMB860,358,000 (2017: Nil) were transferred to investment

properties upon change in use as evident by inception of

relevant tenancy agreements. The difference of the fair value

of these properties at the date of transfer over their carrying

amounts, amounting to RMB320,741,000 (2017: Nil) were

recognised in the profit or loss.

At 31 December 2018, certain of the Group’s properties

for sale with carrying value of RMB24,025,658,000 (2017:

RMB12,868,581,000) were pledged for certain banking facilities

granted to the Group and certain loans from non-controlling

shareholders of subsidiaries.

26. 應收合營企業款項－非即期

結餘為並無抵押、免息及用於合營企業的物業發展，及預期不會於一年內償還。

27. 可供銷售物業

數額內包括可供銷售發展中物業人民幣25,619,185,000 元（二零一七年：人民幣16,307,520,000元）預期將於報告期結束一年後落成。

於截至二零一八年十二月三十一日止年度，總賬面值人民幣860,358,000元（二零一七年：零）的可供銷售已竣工物業於用途改變後轉移至投資物業（經簽立相關租賃協議所證明）。該等物業公平值與其賬面值部分之差額約為人民幣320,741,000元（二零一七年：零）已於損益內確認。

於二零一八年十二月三十一日，本集團賬面值為人民幣24,025,658,000 元（二零一七年：人民幣12,868,581,000元）的若干可供銷售物業已用作本集團獲授若干銀行融資及附屬公司非控股股東的若干貸款的抵押。

– F-564 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 295

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

28. Trade and other Receivables

2018 2017

二零一八年 二零一七年Notes RMB’000 RMB’000

附註 人民幣千元 人民幣千元

Trade receivables 貿易應收款 (a) 532,313 444,556

Less: Allowance for credit losses 減：信貸虧損撥備 (5,174) –

527,139 444,556

Rental receivables 租金應收款 (b) 46,058 36,878

Other receivables 其他應收款 (c) 3,926,064 3,723,496

Contract assets 合同資產 (d) 663,815 –

Less: Allowance for credit losses 減：信貸虧損撥備 (19,700) –

4,570,179 3,723,496

Security deposits 抵押按金 713,185 479,992

Advances to constructors and suppliers 墊付承建商及供應商款項 1,370,035 605,700

Deposits paid for potential purchases of

land use rights and property projects

就可能購買土地使用權及物業 開發項目而支付之訂金 2,588,826 1,079,379

Other tax prepayments 其他稅項預付款 2,935,040 1,530,308

12,750,462 7,900,309

Analysis for reporting purpose: 作呈報目的分析：Non-current assets 非流動資產 476,296 492,996

Current assets 流動資產 12,274,166 7,407,313

12,750,462 7,900,309

Notes:

(a) Considerations in respect of properties sold are paid by purchasers in accordance with the terms of the related sale and purchase agreements.

Management and services fee is received in accordance with the terms of the relevant property service agreements, normally within 30 days to 90 days after the issuance of demand note to the residents. Each customer from the property operation services has a designated credit limit.

Payments terms with wholesale customer for purchases of goods are mainly on credit. The wholesale customers are allowed a credit period of 0 to 60 days from date of issuance of the invoices. There is no credit period granted for retail customers.

28. 貿易及其他應收款

附註：

(a) 出售物業的代價由買方根據有關買賣協議的條款支付。

根據相關物業服務協議的條款收取管理費和服務費， 通常在向居民發出通知單後的30天至90天內。物業運營服務的每位客戶均有指定信用額度。

有關購買貨物的批發客戶付款條款主要為賒銷。該等批發客戶獲提供自發出發票日期起0至60天的信貸期。零售客戶並無獲授信貸期。

– F-565 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

296 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

28. Trade and other Receivables (continued)

Notes: (continued)

The following is the aging analysis of trade receivables, determined based on the date of the properties delivered and sales were recognised:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

0 to 60 days 0 至60 日 318,460 248,545

61 to 180 days 61 至180 日 91,168 47,737

181 to 365 days 181 至365 日 50,534 45,342

1 to 2 years 1 至2 年 22,853 33,628

2 to 3 years 2 至3 年 6,671 33,496

Over 3 years 超過3年 42,627 35,808

532,313 444,556

Trade receivables mainly represent receivables amounting to RMB442,170,000 (2017: RMB277,473,000) from properties buyers and RMB90,143,000 (2017: RMB167,083,000) from customers for purchases of goods and property owners for property management services.

As at 31 December 2018, receivables amounting to RMB213,853,000 that were past due. Out of the past due balances, RMB129,767,000 has been past due for 90 days or more and is not considered as in default based on the Group’s historical credit loss experience from those corresponding creditors whose outstanding trade liabilities due to the Group have been past due 90 days or more.

As at 31 December 2017, receivables amounting to RMB102,932,000 aged more than 1 year that were past due but not impaired. The management of the Company is of the opinion that no provision for impairment is necessary in respect of these remaining receivables as there has not been a significant change in credit quality and amounts are still considered recoverable based on historical experience.

(b) Rental receivables from tenants are payable on presentation of demand notes.

28. 貿易及其他應收款（續）

附註：（續）

以下為根據交付物業及銷售確認當日釐定的貿易應收款的賬齡分析：

貿易應收款主要指應收物業買家的款項人民幣442,170,000元（二零一七年： 人民幣277,473,000元）及就客戶購買貨物應收客戶及業主物業管理服務應收物業擁有人的款項人民幣90,143,000元（二零一七年：人民幣167,083,000元）。

於二零一八年十二月三十一日，應收款人民幣213,853,000元已逾期。在逾期餘額當中，人民幣129,767,000元已逾期90日或以上且根據本集團相應債權人（其應付本集團的未償還貿易負債已逾期90日或以上）的歷史信貸經驗其並無被視為違約。

於二零一七年十二月三十一日，賬齡超過一年之應收款人民幣102,932,000元已逾期但並無減值。本公司管理層認為，由於該等餘下應收款的信貸質素並無重大變化，且根據過往記錄該等款額仍被視為可收回，因此不須就該等應收款計提減值撥備。

(b) 應收租戶的租金須於提呈付款通知書時支付。

– F-566 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 297

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

28. Trade and other Receivables (continued)

Notes: (continued)

(c) As at 31 December 2018, the balance mainly includes following significant amounts:

(i) Deposits of RMB50,000,000 (2017: RMB 50,000,000) paid to 廣州市蘿崗區蘿崗街蘿崗社區經濟聯合社 (“Luogang Business Association”) and 廣州市頤境投資有限公司 (“Yijing Investment”) for the property project carried out by 廣州蘿奧房地產開發有限公司 (“Luo Ao Real Estate Development”), a subsidiary indirectly owned by the Company, details refer to note 48(b).

(ii) Balance of RMB322,996,000 (2017: RMB492,996,000) paid to independent third parties for two redevelopment projects located in Guangdong province and Guangxi province. The reconstruction will take more than one year to complete. The balance of receivables would be fully refunded or refunded with interest subject to the condition if the Group could bid the auction on the parcel of land after completion of reconstruction.

(iii) Balances of RMB405,195,000 (2017: RMB405,195,000) and RMB68,710,000 (2017: RMB100,000,000) represent receivables from 廣州市番禺冠華房地產開發有限公司 and 中山市恒力信建材有限公司 respectively due to the cancellation of acquisition. The directors of the Company expected these balances will be fully refunded in the coming twelve months.

The remaining balance of other receivables mainly comprise receivables of refund of the deposit for land auction and temporary payments.

(d) Contract assets represent the incremental agency commissions to intermediaries in connection with obtaining sale of properties contracts with customers. These costs are charged to profit or loss upon revenue from sales of properties are recognised.

Details of impairment assessment of trade and other receivables for the year ended 31 December 2018 are set out in note 47.

29. Deposits Paid for Acquisitions of Land Use Rights and Property Projects

As at 31 December 2018, the Group has made deposits of

RMB177,065,000 (2017: RMB1,114,490,000) in relation to the

acquisitions of several parcels of land and property projects

from governments and third parties. In the opinion of the

executive directors of the Company, the aforesaid transactions

are expected to be completed within twelve months from the

end of the reporting period.

28. 貿易及其他應收款（續）

附註：（續）

(c) 於二零一八年十二月三十一日，該餘額主要包括以下重大款項：

(i) 就本公司的間接附屬公司廣州蘿奧房地產開發有限公司（「蘿奧房地產開發」）所進行物業項目而已付廣州市蘿崗區蘿崗街蘿崗社區經濟聯合社（「蘿崗社區經濟聯合社」）及廣州市頤境投資有限公司（「頤境投資」）的訂金人民幣50,000,000元（二零一七年：人民幣50,000,000元），詳情載於附註48(b)。

(ii) 就位於廣東省和廣西省的兩個重建項目向獨立第三方支付人民幣322,996,000元（二零一七年：人民幣492,996,000元）的餘額。重建將需要逾一年方可完成。倘本集團可於重建完成後就地塊進行投標拍賣，將全部退還應收款餘額或餘額加上利息。

(iii) 指應收廣州市番禺冠華房地產開發有限公司及中山市恆力信建材有限公司的款項人民幣405,195,000元（二零一七年：人民幣405,195,000元）及人民幣68,710,000元（二零一七年：人民幣100,000,000元）之結餘因收購事項註銷而產生。本公司董事預期該等餘額將於未來十二個月全額退還。

其他應收款的餘下結餘主要包括就土地拍賣訂金及臨時付款的退款之應收款。

(d) 合同資產指就取得與客戶的銷售物業合同向中介公司支付增量佣金。該等成本於銷售物業收入獲確認後於損益扣除。

於截至二零一八年十二月三十一日止年度，貿易及其他應收款的減值評估詳情披露於附註47。

29. 收購土地使用權及物業項目已付訂金

於二零一八年十二月三十一日，本集團已就向政府及第三方收購若干地塊及物業項目而支付按金人民幣177,065,000

元（二零一七年：人民幣1,114,490,000

元）。本公司執行董事認為，上述交易預期於報告期末起十二個月內完成。

– F-567 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

298 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

30. Amounts due from/to Non-Controlling Shareholders of Subsidiaries – Current

Included in the balances of amounts due from non-controlling

shareholders of subsidiaries as at 31 December 2018, are

(i) an amount due from 廣東加利申房地產開發集團有限公司

Guangdong Jialishen Property Development Group Co., Ltd of

RMB190,272,000 (2017: RMB172,800,000) with an interest

rate of 10% per annum, and RMB10,000,000 (2017:nil) with

an interest rate of 12.88% per annum, which will be matured

on 31 December 2019; (ii) an amount due from 珠海信正集團有限公司 Zhuhai Xinzheng Group Co., Ltd. of RMB10,000,000

(2017:nil) with an interest rate of 11.96% per annum, which will

be matured on 28 December 2019.

The remaining balances of amounts due from non-controlling

shareholders of subsidiaries and amounts due to non-controlling

shareholders of subsidiaries are unsecured, interest-free and

repayable on demand. In the opinion of the executive directors

of the Company, it is expected to receive the amounts due

from non-controlling shareholders of subsidiaries within twelve

months from the end of the reporting period, and therefore the

amounts are classified as current assets.

31. Amounts due from Related Parties

The balances as at 31 December 2017, mainly represent

an amount of RMB71,381,000 due from a related party, 株州市天郡房地產開發有限公司 Zhuzhou Tianjun Properties

Development Company Ltd. (“Zhuzhou Tianjun”), an entity

established in the PRC, which is controlled by 馮遠征 and 胡冉,

who are non-controlling shareholders of certain subsidiaries and

partners of certain joint ventures. The amounts were settled

during the year ended 31 December 2018.

The amounts were unsecured, interest-free and repayable

on demand. In the opinion of the executive directors of the

Company, it is expected to receive the amounts due from

related parties within twelve months from the end of the

reporting period, and therefore the amounts are classified as

current assets.

30. 應收╱應付附屬公司之非控股股東款項－即期

於二零一八年十二月三十一日，應收附屬公司非控股股東款項餘額包括 (i)應收廣東加利申房地產開發集團有限公司款項人民幣190,272,000元（二零一七年：人民幣172,800,000元），年利率為10%及 人 民 幣10,000,000元（ 二 零一七年：無），年利率為12.88%，將於二零一九年十二月三十一日到期及 (ii)

應收珠海信正集團有限公司款項人民幣10,000,000元（二零一七年：無），年利率為11.96%，將於二零一九年十二月二十八日到期。

應收及應付附屬公司非控股股東款項餘下餘額為無抵押、免息及須於要求時償還。本公司執行董事認為，預計將在報告期末後的十二個月內收取應收附屬公司非控股股東款項，因此該款項被分類為流動資產。

31. 應收關連公司款項

於二零一七年十二月三十一日之結餘主要指應收一間關連公司株洲市天郡房地產開發有限公司（「株洲天郡」，一間在中國成立的實體）款項人民幣71,381,000

元。株洲天郡由馮遠征及胡冉控制，而馮遠征及胡冉為若干附屬公司的非控股股東及若干合營企業的合夥人。該等款項於截至二零一八年十二月三十一日止年度結算。

該等款項無抵押、免息及須於要求時償還。本公司執行董事認為，預計於報告期末起計十二個月內收取應收關連公司款項，因此該款項分類為流動資產。

– F-568 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 299

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

32. Amounts due from Joint Ventures – Current

The balances as at 31 December 2018 are unsecured, interest-free and repayable on demand. In the opinion of the executive directors of the Company, the Group is expected to receive the balance of amounts due from joint ventures within twelve months from the end of the reporting period, and therefore the amounts are classified as current assets.

The balances as at 31 December 2017, mainly represent an amount of RMB100,000,000 and RMB50,000,000 due from Zhuzhou Aoyuan and Zhuzhou Jinye, joint ventures of the Group respectively. The amount is unsecured, carrying interest at a rate of 5% per annum, which were fully repaid during the year ended 31 December 2018.

33. Amounts due from/to Associates

The balances are unsecured, interest-free and repayable on demand. In the opinion of the executive directors of the Company, the Group is expected to receive the balances of amounts due from associates within twelve months from the end of the reporting period, and therefore the amounts are classified as current assets.

34. Financial Assets at fair Value Through Profit or Loss/Structured Deposits

Financial assets at FVTPL are mainly funds investment issued by a reputable securities corporation. The fair value of the funds investment at 31 December 2018 were determined by market approach, which arrived at by reference to the performance of the underlying investments mainly comprising debt investments in PRC including government debentures, treasury notes, corporate bonds and short-term fixed deposits.

As at 31 December 2018, structured deposits represent products issued by the banks which pay interest rates (i) which has an inverse relationship to the market interest rate and (ii) which linked to the fluctuation of foreign exchange rate. These structured deposits do not meet the solely payments of principal and interest on the principal amount outstanding and therefore are classified as financial assets at FVTPL. Details of fair value measurement of structured deposits are set out in note 47(c).

32. 應收合營企業款項－即期

於二零一八年十二月三十一日的結餘無抵押、免息及須於要求時償還。本公司執行董事認為，本集團預計於報告期末起計十二個月內收取應收合營企業款項的餘額，因此該款項分類為流動資產。

於二零一七年十二月三十一日的結餘主要指人民幣100,000,000元及人民幣50,000,000元乃分別應收本集團合營企業株洲奧園及株洲金業款項。該等款項無抵押、按5%之年利率計息及已於截至二零一八年十二月三十一日止年度悉數償還。

33. 應收╱應付聯營公司款項

結餘為無抵押、免息及須於要求時償還。本公司執行董事認為，本集團預計於報告期末起計十二個月內收取應收聯營公司款項的餘額，因此該款項分類為流動資產。

34. 按公平值計入損益之金融資產╱結構性存款

按公平值計入損益之金融資產主要指由信譽良好的證券公司發行的基金投資。於二零一八年十二月三十一日，貨幣市場基金投資之公平值透過市場方法釐定，此乃經參考主要由包括政府債券、國債、公司債券及短期固定存款等中國債務投資組成的相關投資的表現後得出。

於二零一八年十二月三十一日，結構性存款指銀行發行的須支付利息產品，有關利率(i)與市場利率具有相反關係及(ii)與外匯利率波動掛鉤。該等結構性存款因本金及未償還本金利息不符合單獨付款的標準，因此，分類為按公平值計入損益的金融資產。有關結構性存款的公平值計量之詳情載於附註47(c)。

– F-569 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

300 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

34. Financial Assets at fair Value Through Profit or Loss/Structured Deposits (continued)

As at 31 December 2018, the Group does not hold any collateral

or other credit enhancements to cover its credit risks associated

with the financial assets at FVTPL and structured deposits.

Accordingly, the carrying amounts of financial assets at FVTPL

and structured deposits represent the maximum exposure to

credit risk at 31 December 2018.

35. Derivative Financial Instruments

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Derivative financial instruments not

designated as hedging instruments:

並未指定為對沖的衍生金融工具：

Foreign currency forward contracts 外匯遠期合約 – 4,377

During the year ended 31 December 2017, the Group entered

into foreign currency forward contract to reduce the risk of

currency exchange fluctuation of the Group’s USD senior notes

and the major terms are as follow:

Notional amount Maturity Forward contract rates

名義金額 到期日 遠期合約利率

Buy USD88,460,000 24 October 2018 RMB6.7900: USD1

買入88,460,000美元 二零一八年十月二十四日 人民幣6.7900元：1美元

During the year ended 31 December 2018, the above foreign

currency forward contract was matured and settled in an

aggregate amount of RMB4,423,000.

34. 按公平值計入損益之金融資產╱結構性存款（續）

於二零一八年十二月三十一日，本集團並無持有任何抵押品或其他信貸增強以覆蓋其與按公平值計入損益的金融資產及結構性存款相關的信貸風險。因此，按公平值計入損益的金融資產及結構性存款的賬面值於二零一八年十二月三十一日面臨的最大信貸風險。

35. 衍生金融工具

於截至二零一七年十二月三十一日止年度，本集團訂立外匯遠期合約，以降低本集團美元優先票據的外匯波動風險。本集團有以下預定到期日的外匯遠期合約。主要條款如下：

截至二零一八年十二月三十一日止年度，上述外匯遠期合約已到期並結算合共人民幣4,423,000元。

– F-570 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 301

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

36. Restricted Bank Deposits/Bank Balances and Cash

Restricted bank deposits

As at 31 December 2018, the balances represent deposits amounting to RMB1,604,218,000 (2017: RMB1,622,869,000) pledged for short term loan facilities granted by banks and carrying interest at variable interest rates ranging from 0.30% to 2.9% (2017: 0.38% to 3.25%) per annum and construction securities amounting to RMB677,037,000 (2017: RMB148,011,000).

Bank balances and cash

Amount as at 31 December 2018 included bank deposits amounting to RMB3,075,000,000 with an original maturity of over three months. The remaining deposits have an original maturity of less than three months. Included in bank balances and cash are balances which, in accordance with the applicable government regulations, are placed in restricted bank accounts, amounting to RMB5,700,829,000 (2017: RMB4,986,633,000), which can only be applied in the designated property development projects.

The bank balances carry interest at variable interest rates ranging from 0.30% to 4.00% (2017: 0.30% to 1.95%) per annum.

37. Trade and other Payables

2018 2017二零一八年 二零一七年

Notes RMB’000 RMB’000附註 人民幣千元 人民幣千元

Trade payables 貿易應付款 (a) 11,212,889 7,294,500Other payables 其他應付款 2,957,947 2,771,313Project consideration payables 應付項目代價 (b) 4,610,082 3,070,260Acquisition consideration payables (note 48(a))

應付代價（附註48(a)）2,265,870 2,070,842

Other taxes payables 其他應付稅項 5,021,865 414,837

26,068,653 15,621,752

Analysed for reporting purpose: 作呈報目的分析：Non-current liabilities 非流動負債 503,810 1,042,259Current liabilities 流動負債 25,564,843 14,579,493

26,068,653 15,621,752

36. 受限制銀行存款╱銀行結餘及現金

受限制銀行存款

於二零一八年十二月三十一日，結餘指人民幣1,604,218,000 元（二零一七年： 人民幣1,622,869,000元）之存款， 已予抵押以取得銀行授出的短期信貸融資，並按浮動年利率0.30%至2.9%計息（二零一七年：0.38%至3.25%）及人民幣677,037,000元之工程保證金（二零一七年：人民幣148,011,000元）。

銀行結餘及現金

於二零一八年十二月三十一日的款項包括人民幣3,075,000,000元初始到期日超過三個月的銀行存款。餘下存款初始到期日少於三個月。根據二零一八年適用政府規例，銀行結餘及現金包括存入受限制銀行賬戶的結餘人民幣5,700,829,000元（二零一七年：人民幣4,986,633,000元），僅可用於指定物業發展項目。

銀行結餘按浮動年利率0.30%至4.00%計息（二零一七年：0.30%至1.95%）。

37. 貿易及其他應付款

– F-571 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

302 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

37. Trade and other Payables (continued)

Notes:

(a) The following is an aging analysis of trade payables determined based on the invoice date:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

0 to 60 days 0至60日 6,634,805 3,215,299

61 to 180 days 61 至180 日 2,943,332 1,502,680

181 to 365 days 181至365日 587,747 1,709,756

1 to 2 years 1至2年 301,008 440,636

2 to 3 years 2至3年 336,429 122,311

Over 3 years 超過3年 409,568 303,818

11,212,889 7,294,500

At 31 December 2018, the balance of trade payables with age over 1 year include retention money payable of RMB596,692,000 (2017: RMB495,814,000) to the sub-contractors of property development projects, which represents approximately 5% to 10% of the contract prices.

According to the construction contracts, the retention money is interest-free and would be paid to the sub-contractors in 1 to 3 years upon completion of development of the properties.

Trade payables principally comprise amounts outstanding for payments to sub-contractors of property development projects and purchases of construction materials. The average credit period for trade purchases is from 6 months to 1 year. The management closely monitors the payments of the payable to ensure that all payables are paid within the credit timeframe. Details of the financial risk management polices by the Group are set out in note 47.

37. 貿易及其他應付款（續）

附註：

(a) 以下為根據發票日期釐定的貿易應付款的賬齡分析：

於二零一八年十二月三十一日，賬齡逾一年的貿易應付款結餘包括應付物業發展項目分包商的質量保證金人民幣596,692,000元（二零一七年： 人民幣495,814,000元），約佔合約價格之5%至10%。

根據建築合約，質量保證金為免息，並將於完成物業開發起計1至3年後支付予分包商。

貿易應付款主要包括尚未支付給物業發展項目分包商的款項及尚未支付採購建築材料的款項。貿易採購的平均信貸期為六個月至一年。管理層密切監察應付款的支付，確保所有應付款於信貸限期內支付。本集團財務風險管理政策之詳情載於附註47。

– F-572 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 303

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

37. Trade and other Payables (continued)

Notes: (continued)

(b) Project consideration payables mainly include:

(i) Non-current other payable amounting to RMB503,810,000 (2017: RMB520,089,000) represents consideration payable arising from acquisition of two parcels of land in Canada from an independent third party, which is secured by the land acquired, carrying interest at Canadian Imperial Bank of Commerce Prime Rate plus 2.3% per annum and will mature on 1 June 2020.

(ii) During the year ended 31 December 2017, non-current other payable amounting to RMB522,170,000 represents consideration payable arising from acquisition one parcel of land in Canada from an independent third party, which was secured by the land acquired, carrying interest at 5.5% per annum and will mature on 12 June 2019. During the year ended 31 December 2018, the Group has early settled the payable at RMB522,170,000 .

(iii) Total outstanding consideration payable of RMB4,018,375,000 (2017: RMB1,750,000,000) represents projects consideration payable arising from several property development projects situated in various cities of PRC. Included in the balance, amount of RMB1,169,982,000 (2017: RMB1,500,000,000) related to a wholly owned subsidiary of the Company who has entered into an agreement with an independent third party for purchase of several property development projects situated in Taixing, the PRC, during the year ended 31 December 2017. The consideration will be gradually settled with the deposits received from property for sale generated from these projects.

37. 貿易及其他應付款（續）

附註：（續）

(b) 應付項目代價主要包括：

(i) 非即期其他應付款人民幣503,810,000元（二零一七年：人民幣520,089,000元）指自一名獨立第三方收購兩幅位於加拿大的地塊產生之應付代價，其由所收購土地作抵押，並於加拿大帝國商業銀行的最優惠利率加上每年2.3%的年利率計息，並將於二零二零年六月一日到期。

(ii) 截至二零一七年十二月三十一日止年度，非流動其他應付款人民幣522,170,000元指自一名獨立第三方收購一塊位於加拿大的地塊而產生的應付代價，其由所收購土地作抵押，按5.5%的年利率計息並將於二零一九年六月十二日到期。於截至二零一八乃十二月三十一日止年度，本集團已提早結算應付款人民幣522,170,000元。

(iii) 應 付 未 償 還 代 價 總 額 人 民 幣4,018,375,000元（二零一七年：人民幣1,750,000,000元）指來自中國若干城市的若干物業發展項目的應付款。該等餘額中，人民幣1,169,982,000元（二零一七年：人民幣1,500,000,000元）與本公司一間全資附屬公司有關，該公司於截至二零一七年十二月三十一日止年度與一名第三方就購買位於中國泰興市的若干物業發展項目訂立協議。代價將以該等項目待售物業已收訂金逐步結算。

– F-573 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

304 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

38. Deposits Received for Sale of Properties/Contract Liabilities

31 December

2018

1 January

2018*

二零一八年 二零一八年十二月三十一日 一月一日*

RMB’000 RMB’000

人民幣千元 人民幣千元

Property development 物業發展 59,823,610 34,760,145

Others 其他 142,755 –

59,966,365 34,760,145

As a t 3 1 D e c e m b e r 2 018 , c o n t r a c t l i a b i l i t i e s o f

RMB33,966,503,000 (2017: RMB19,368,936,000) is expected

to be released to profit or loss after twelve months from the end

of the reporting date.

* The amounts in this column are after the adjustments from the application of IFRS 15 Revenue from Contracts with Customers.

39. Amounts due to Joint Ventures

Included in the balances of amounts due to joint venture as

at 31 December 2018 is amount due to 廣東金奥商業保理有限公司 Guangdong Jin Ao Business Factoring Co., Ltd of

RMB900,000,000 (2017: Nil) with an interest rate of 12% per

annum, unsecured which will be matured on 28 May 2019.

The remaining balance are unsecured, interest-free and

repayable on demand.

38. 銷售物業已收訂金╱合同義務

於二零一八年十二月三十一日，合同義務人民幣33,966,503,000元（二零一七年：人民幣19,368,936,000元）預計於報告期末後起計十二個月後撥回至損益。

* 本欄的金額為應用國際財務報告準則第15號客戶合同收入。

39. 應付合營企業款項

於二零一八年十二月三十一日，計入應付合營企業款項的結餘為應付廣東金奧商業保理有限公司款項人民幣900,000,000元（二零一七年：無），年利率為12%、無抵押並將於二零一九年五月二十八日到期。

餘下結餘為無抵押、免息及須於要求時償還。

– F-574 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 305

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

40. Loans from Non-Controlling Shareholders of Subsidiaries

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

The carrying amounts are repayable: 須於以下時間償還之賬面值：

Within one year 一年內 543,330 632,180

More than one year, but not exceeding

two years

一年以上但未超過兩年1,153,300 1,257,500

More than two years, but not exceeding

five years

兩年以上但未超過五年– 235,300

1,696,630 2,124,980

Less: Amount due within one year shown

under current liabilities

減：於流動負債項目內所示 於一年內到期款 (543,330) (632,180)

Amount due after one year 一年之後到期款項 1,153,300 1,492,800

The carrying amounts of above loans from non-controlling

shareholders of subsidiaries are dominated in RMB with fixed

rates ranging from 8.8% to 13.5% (2017: fixed rate ranging from

6.5% to 12.5%), which are secured by the Group’s properties

for sale as disclosed in note 27.

40. 來自附屬公司非控股股東的貸款

上述來自附屬公司非控股股東貸款的賬面值以人民幣按固定利率介乎8.8%至13.5%（二零一七年： 固定利率介乎6.5%

至12.5%）計值，由本集團的待售物業作抵押，如附註27所披露。

– F-575 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

306 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

41. Bank and other Borrowings

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

The bank and other borrowings comprise: 銀行及其他借款包括：

RMB bank borrowings 人民幣銀行借款 11,389,219 6,006,950

USD bank borrowings 美元銀行借款 1,560,411 2,684,344

AUD bank borrowings 澳元銀行借款 845,380 564,525

HKD bank borrowings 港元銀行借款 5,593,725 1,933,482

CAD bank borrowings 加元銀行借款 619,468 –

RMB other borrowings (note) 人民幣其他借款（附註） 20,743,147 16,605,015

40,751,350 27,794,316

Note:

During the year ended 31 December 2016, Aoyuan Group, wholly owned subsidiaries of the Company, entered into entrusted loan agreements with Lion Asset Management Co., (“Lion Asset”) with principal amount of RMB780,000,000 (“Lion Asset Loan”) with no fixed repayment term. The Lion Asset Loan carries interest at a rate of 9.5% per annum and interest is payable quarterly. The Lion Asset Loan are guaranteed by the Company and secured by land use rights owned by Aoyuan Group. During the year ended 31 December 2018, the balance of Lion Asset Loan of RMB418,000,000 as at 31 December 2017 was fully repaid.

As at 31 December 2018, the balances of other borrowings amounting to RMB20,743,147,000 (2017: RMB16,187,015,000) represent loans provided by certain other financial institutes, which are secured by properties for sale and/or guaranteed by Aoyuan Group.

41. 銀行及其他借款

附註：

截至二零一六年十二月三十一日止年度，奧園集團（本公司全資附屬公司）與諾安資產管理有限公司（「諾安資產」）訂立委託貸款協議，本金為人民幣780,000,000元（「諾安資產貸款」），且無固定還款期。諾安資產貸款按9.5%之年利率計息，利息按季度支付。諾安資產貸款由本公司提供擔保，並以奧園集團擁有的土地使用權作為抵押。於截至二零一八年十二月三十一日止年度，於二零一七年十二月三十一日諾安資產貸款餘額人民幣418,000,000元已悉數償還。

於二零一八年十二月三十一日，其他借款的結餘為人民幣20,743,147,000元（二零一七年：人民幣16,187,015,000元），為若干其他金融機構提供的貸款，並由可供銷售物業作為抵押及╱或由奧園集團擔保。

– F-576 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 307

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

41. Bank and other Borrowings (continued)

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

The carrying amounts of above bank and

other borrowings are repayable:

須於以下期間償還上述銀行 及其他借款的賬面值：

On demand or within one year 按要求或於一年內 19,261,443 13,371,376

More than one year, but not exceeding

two years

一年以上但未超過兩年15,331,028 9,104,680

More than two years, but not exceeding

five years

兩年以上但未超過五年6,158,879 5,318,260

40,751,350 27,794,316

Less: Amount shown under current

liabilities

減：於流動負債項目內所示 於一年內到期款項 (19,261,443) (13,371,376)

Amount due after one year 一年之後到期款項 21,489,907 14,422,940

41. 銀行及其他借款（續）

– F-577 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

308 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

41. Bank and other Borrowings (continued)

The bank and other borrowings bear interests at:

2018 2017

二零一八年 二零一七年Contracted interest rates RMB’000 RMB’000

合約利率 人民幣千元 人民幣千元

95% to 110.53% of lending rate of

the People’s Bank of China (“PBC rate”)

(2017: 100% to 205.25% of PBC rate)

中國人民銀行貸款利率 （「中國人民銀行利率」）95%

至110.53%（二零一七年：中國 人民銀行利率之100%至205.25%） 7,942,801 3,984,836

Fixed rate ranging from 4.72% to

13.425% (2017: 3% to 17.4%)

4.72%至13.425%之固定利率 （二零一七年：3%至17.4%） 24,718,364 19,083,406

Hong Kong Interbank Offered Rate (“HIBOR”)

plus 0.95% to 4.5% (2017: 0.9% to 4.5%)

香港銀行同業拆息 （「香港銀行同業拆息」）加0.95%

至4.5%（二零一七年：0.9%至4.5%） 5,593,725 1,933,482

London Interbank Offered Rate (“LIBOR”)

plus 2% to 5% (2017: 2% to 6.5%)

倫敦銀行同業拆息利率 （「倫敦銀行同業拆息利率」）加2%

至5%（二零一七年：2%至6.5%） 1,031,612 2,228,067

Bank Bill Swap bid rate

plus 2.35%-3.6% (2017: bid rates

plus 2.35%-3.6%)

銀行票據掉期 買入利率加2.35%至3.6%

（二零一七年：買入利率 加2.35%至3.6%） 845,380 564,525

Canada Prime Rate+ 1.2% to 1.625%

(2017: nil)

加拿大最優惠利率加1.2%至1.625%

（二零一七年：無） 619,468 –

40,751,350 27,794,316

The weighted average effective interest rate on bank and other

borrowings for the year is 7.15% (2017: 6.55%) per annum.

Other than the assets pledged as disclosed in notes elsewhere

in the consolidated financial statements, equity interests of

certain subsidiaries of the Company were pledged for the bank

and other borrowing facilities granted to the Group.

41. 銀行及其他借款（續）

銀行及其他借款利率：

年內銀行及其他借款的加權平均實際利率為每年7.15%（二零一七年：6.55%）。

除綜合財務報表其他章節內披露的已抵押資產外，本公司若干附屬公司的股權已予抵押，以獲得授予本集團的銀行及其他借款信貸額。

– F-578 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 309

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

42. Obligation Under Finance Leases

2018

二零一八年RMB’000

人民幣千元

Analysed for reporting purposes as: 就報告目的分析如下：Non-current liabilities 非流動負債 260,940

Current liabilities 流動負債 38,821

299,761

During the year ended 31 December 2018, the Company

acquired a transportation equipment under finance leases.

The lease term is seven years. Interest rates underlying the

obligation under finance leases is fixed at respective contract

dates 5.83% per annum for the transportation equipment.

42. 融資租賃承擔

於截至二零一八年十二月三十一日止年度，本公司根據融資租賃收購運輸設備。租期為七年。運輸設備之融資租賃承擔之相關利率於各合同日期固定為每年5.83%。

– F-579 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

310 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

42. Obligation Under Finance Leases (continued)

Minimum

lease payments

31 December

2018

Present value

of minimum

lease payments

31 December

2018

最低租賃付款二零一八年

十二月三十一日

最低租賃付款之現值二零一八年十二月三十一日

RMB’000 RMB’000

人民幣千元 人民幣千元

Obligations under finance leases payable: 應付融資租賃承擔：

Within one year 一年內 55,335 38,821

With a period of more than one year but not

more than two years

超過一年但不超過兩年的期間55,335 41,135

With a period of more than two years but not

more than five years

超過兩年但不超過五年的期間166,006 138,708

With a period of more than five years 五年以上的期間 83,004 81,097

359,680 299,761

Less: future finance charges 減：未來融資開支 (59,919) –

Present value of lease obligations 租賃承擔之現值 299,761 299,761

Less: Amount due for settlement with one year

(shown under current liabilities)

減：一年內到期結算之金額 （於流動負債項下呈列） (38,821)

Amount due for settlement after one year 一年後到期結算之金額 260,940

As at 31 December 2018, the above obligation under a finance

lease is secured by the leased assets.

42. 融資租賃承擔（續）

於二零一八年十二月三十一日，上述融資租賃承擔由租賃資產作抵押。

– F-580 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 311

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds

2015 Notes

On 26 May 2018, the Company settled the 2015 Notes with an

aggregate principal amount of USD250,000,000.

2015 Listed Corporate Bonds

On 31 July 2015, Aoyuan Group issued domestic corporate

bonds in an aggregate principal of RMB2,400,000,000 (the

“2015 Listed Corporate Bonds”). The issue price was 100.00%

of the principal amount of 2015 Listed Corporate Bonds.

2015 Listed Corporate Bonds are listed on the Shanghai Stock

Exchange (the “SSE”), which are unsecured, carry interest at

rate of 5.8% per annum and interest is payable annually on 30

July 2015 in arrears. 2015 Listed Corporate Bonds was matured

on 29 July 2018.

2015 Private Corporate Bonds

On 23 October 2015, Aoyuan Group issued domestic corporate

bonds of RMB1,500,000,000 with a term of three years (the

“2015 Private Corporate Bonds”). 2015 Private Corporate Bonds

are guaranteed by the Company, carry interest at rate of 7.8%

per annum and interest is payable annually, commencing 21

October 2015. The 2015 Private Corporate Bonds was matured

on 21 October 2018.

Aoyuan Group is entitled to adjust upwards to the interest rate

on 20 September 2017, 20 days of trading prior to the second

interest repayment date. Upon the adjustment, bonds holders

may at their options (“Put options”) to sell back 2015 Private

Corporate Bonds to Aoyuan Group in whole or in part at face

value of their principal amount within three days of trading from

20 September 2017.

43. 優先票據及債券

二零一五年票據

於二零一八年五月二十六日，本集團已結算本金為250,000,000美元的二零一五年票據。

二零一五年上市公司債券

於二零一五年七月三十一日，奧園集團發行本金總額為人民幣2,400,000,000元之境內公司債券（「二零一五年上市公司債券」）。發行價為二零一五年上市公司債券本金額之100.00%。

二零一五年上市公司債券於上海證券交易所（「上交所」）上市，為無抵押、按5.8%之年利率計息且利息須在每年期末於二零一五年七月三十日支付。二零一五年上市公司債券將於二零一八年七月二十九日到期。

二零一五年私募公司債券

於二零一五年十月二十三日，奧園集團發行人民幣1,500,000,000元三年期境內公司債券（「二零一五年私募公司債券」）。二零一五年私募公司債券由本公司提供擔保，按7.8%之年利率計息，且自二零一五年十月二十一日起每年須支付利息。二零一五年私募公司債券已於二零一八年十月二十一日到期。

奧園集團有權於二零一七年九月二十日（第二個利息償還日前20個交易日）向上調整利率。於作出調整後，在自二零一七年九月二十日起計三個交易日內，債券持有人可按照期權（「賣出期權」）按本金額面值將二零一五年私募公司債券全部或部分售回予奧園集團。

– F-581 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

312 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2016 Private Corporate Bonds

On 4 February 2016 and 14 October 2016, Aoyuan Group

issued domestic corporate bonds of RMB500,000,000 and

RMB1,500,000,000 with a term of four years and three years,

respectively. 2016 Private Corporate Bonds are guaranteed by

the Company, carrying interest at rate of 7.9% and 5.88% per

annum and interest is payable annually, commencing 4 February

2017 and 14 October 2017, respectively. Corporate Bonds will

mature on 3 February 2020 and 13 October 2019, respectively,

unless the bonds holders sell back the bonds to Aoyuan Group

earlier.

Aoyuan Group is entitled to adjust upwards to the interest rate

on 17 January 2018 and 10 September 2018, respectively, 20

days of trading prior to the second interest repayment date.

Upon the adjustment, bonds holders may at their options (“Put

options”) to sell back 2016 Private Corporate Bonds to Aoyuan

Group in whole or in part at face value of their principal amount

within three days of trading from 17 January 2018 and 10

September 2018, respectively.

On 14 October 2018, the bond holders early redeemed an

aggregate principal amount of RMB360,000,000 of 2016 Private

Corporate Bonds, at a redemption price equal to 108.42% of the

principal amount thereof together with all accrued and unpaid

interest.

43. 優先票據及債券（續）

二零一六年私募公司債券

於二零一六年二月四日及二零一六年十月十四日， 奧園集團分別發行人民幣500,000,000元及人民幣1,500,000,000元的境內公司債券，期限分別為四年及三年。二零一六年私募公司債券由本公司提供擔保，分別按7.9%及5.88%之年利率計息， 且分別自二零一七年二月四日及二零一七年十月十四日起每年須支付利息。除非債券持有人提前將債劵售回予奧園集團，公司債券將分別於二零二零年二月三日及二零一九年十月十三日到期。

奧園集團有權分別於二零一八年一月十七日及二零一八年九月十日（第二個利息償還日前20日）向上調整利率。當作出調整後，分別自二零一八年一月十七日及二零一八年九月十日起計三個交易日內，債券持有人可按照期權（「賣出期權」）按本金額面值將二零一六年私募公司債券全部或部分售回予奧園集團。

於二零一八年十月十四日，債券持有人已按贖回價（相等於二零一六年私募公司債券本金額的108.42%）連同所有應計且未付利息提前贖回本金總額人民幣360,000,000元的二零一六年私募公司債券。

– F-582 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 313

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2016 Notes

On 25 April 2016, the Company issued senior notes in an

aggregate principal amount of USD250,000,000. 2016 Notes

are listed on the Singapore Exchange Securities Trading Limited

(“SGX”). The 2016 Notes are:

(a) secured, carry interest at rate of 6.525% per annum

and interest is payable semi-annually on 25 April and 25

October of each year, commencing 25 October 2016, and

will mature on 25 April 2019, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2016 Notes;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by subsidiaries of the Company other than

those organised under the laws of the PRC (“Guarantors”)

the on a senior basis, subject to certain limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

At any time and from time to time prior to 25 April 2019, the

Company may redeem up to 35% of the 2016 Notes, at a

redemption price of 106.525% of their principal amount, plus

accrued and unpaid interest, if any, to (but not including) the

redemption date.

43. 優先票據及債券（續）

二零一六年票據

於二零一六年四月二十五日，本公司發行本金總額為250,000,000美元之優先票據。二零一六年票據於新加坡證券交易所（「新交所」）上市。二零一六年票據為：

(a) 有抵押，按年利率6.525%計息及利息於每年四月二十五日及十月二十五日每半年支付一次，自二零一六年十月二十五日開始及將於二零一九年四月二十五日到期，提早贖回則另作別論；

(b) 在受償權利上較列明次級二零一六年票據受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等次級債務有任何優先權則另當別論）；

(d) 由本公司附屬公司（「擔保人」，根據中國法律組織者除外）以優先方式擔保，惟須受該若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來的債務。

於二零一九年四月二十五日之前隨時及不時，本公司可按贖回價（二零一六年票據本金額的106.525%）加直至贖回日期（但不包括該日）應計且未付利息（如有）贖回最多35%的二零一六年票據。

– F-583 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

314 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2016 Notes (continued)

At any time prior to 25 April 2019, the Company may at its

option redeems the 2016 Notes, in whole but not in part, at a

redemption price equals to 100% of the principal amount of

the 2016 Notes plus the applicable premium as defined in the

offering memorandum of the Company dated 18 April 2016

(“Applicable Premium”) as of, and accrued and unpaid interest,

if any, to (but not including) the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2016 Notes and (ii) the excess of (A) the present

value at such redemption date of the redemption price of

the 2016 Notes on 25 April 2019, plus all required remaining

scheduled interest payments due on such 2016 Notes through

25 April 2019 (but excluding accrued and unpaid interest to the

redemption date), computed using a discount rate equal to the

comparable treasury rate plus 100 basis points, over (B) the

principal amount of the 2016 Notes on the redemption date.

2017 Notes 1 and 2018 Notes 3

On 11 January 2017, the Company issued senior notes in an

aggregate principal amount of USD250,000,000. 2017 Notes 1

are listed on the SGX.

On 26 July 2018, the Company further issued additional senior

notes (the “2018 Note 3”) in an aggregate principal amount of

USD175,000,000 to be consolidated and form a single series

with the 2017 Notes 1, the original notes. The 2017 Notes 1 and

2018 Notes 3 are:

(a) secured, carry interest at rate of 6.35% per annum and

interest is payable semi-annually on 11 January and 11

July of each year, commencing from 11 July 2017, and will

mature on 11 January 2020, unless redeemed earlier;

43. 優先票據及債券（續）

二零一六年票據（續）

本公司有權可選擇於二零一九年四月二十五日前按贖回價（相等於二零一六年票據本金額的100%）另加截至贖回日期（但不包括該日）的適用溢價（按本公司日期為二零一六年四月十八日的發售備忘錄所界定）（「適用溢價」）及截至贖回日期的應計且未付利息（如有）全部而非部分贖回二零一六年票據。

「適用溢價」為 (i)二零一六年票據本金額之1%及 (ii) (A)二零一六年票據於二零一九年四月二十五日的贖回價於該贖回日期之現值，另加直至二零一九年四月二十五日的二零一六年票據所有到期之餘下規定利息（惟不包括直至該贖回日期之應計且未付利息），按相等於可比較美國國債價格之利率另加100個基點計算，超逾 (B)於贖回日期之二零一六年票據本金額之較高者。

二零一七年票據一及二零一八年票據三

於二零一七年一月十一日，本公司發行本金總額為250,000,000美元之優先票據。二零一七年票據於新交所上市。

於二零一八年七月二十六日，本公司進一步發行本金總額為175,000,000美元的優先票據（「二零一八年票據三」）並與二零一七年票據（原始票據）構成單一系列。二零一七年票據一及二零一八年票據三為：

(a) 有抵押，按年利率6.35%計息及利息於每年一月十一日及七月十一日每半年支付一次，自二零一七年七月十一日開始及將於二零二零年一月十一日到期，提早贖回則另作別論；

– F-584 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 315

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2017 Notes 1 and 2018 Notes 3 (continued)

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2017 Notes 1 and 2018 Notes 3;

(c) rank and will rank at least pari passu in right of payment with all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such subordinated indebtedness pursuant to applicable law);

(d) guaranteed by subsidiaries of the Company other than those organised under the laws of the PRC (“Guarantors”) the on a senior basis, subject to certain limitations; and

(e) effectively subordinated to all existing and future obligations of subsidiaries of the Company other than Guarantors.

At any time and from time to time prior to 11 January 2020, the Company may redeem up to 35% of the 2017 Notes 1 and 2018 Notes 3, at a redemption price of 106.35% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the redemption date.

At any time prior to 11 January 2020, the Company may at its option redeems the 2017 Notes 1 and 2018 Notes 3, in whole but not in part, at a redemption price equals to 100% of the principal amount of the 2017 Notes 1 and 2018 Notes 3 plus the applicable premium as defined in the offering memorandum of the Company dated 4 January 2017 (“Applicable Premium”) as of, and accrued and unpaid interest, if any, to (but not including) the redemption date.

43. 優先票據及債券（續）

二零一七年票據一及二零一八年票據三（續）

(b) 在受償權利上較列明次級二零一七年票據一及二零一八年票據三受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等次級債務有任何優先權則另當別論）；

(d) 由本公司附屬公司（「擔保人」，根據中國法律組織者除外）以優先方式擔保，惟須受該若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來的債務。

於二零二零年一月十一日之前隨時及不時，本公司可按贖回價（二零一七年票據一及二零一八年票據三本金額的106.35%）加直至贖回日期（但不包括該日）應計且未付利息（如有），贖回最多35%的二零一七年票據一及二零一八年票據三。

本公司有權可選擇於二零二零年一月十一日前隨時，按贖回價（相等於二零一七年票據一及二零一八年票據三本金額的100%）另加截至贖回日期（但不包括該日）的適用溢價（按本公司日期為二零一七年一月四日的發售備忘錄所界定）（「適用溢價」）及截至贖回日期的應計且未付利息（如有），全部而非部分贖回二零一七年票據一及二零一八年票據三。

– F-585 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

316 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

“Applicable Premium” is the greater of (i) 1% of the principal amount of the 2017 Notes 1 and 2018 Notes 3 and (ii) the excess of (A) the present value at such redemption date of the redemption price of the 2017 Notes 1 and 2018 Notes 3 on 11 January 2020, plus all required remaining scheduled interest payments due on such 2017 Notes 1 and 2018 Notes 3 through 11 January 2020 (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the comparable treasury rate plus 100 basis points, over (B) the principal amount of the 2017 Notes 1 and 2018 Notes 3 on the redemption date.

2017 Notes 2

On 13 September 2017, the Company issued senior notes in an aggregate principal amount of USD250,000,000. 2017 Notes 2 are listed on the SGX. The 2017 Notes 2 are:

(a) secured, carry interest at rate of 5.375% per annum and interest is payable semi-annually on 13 March and 13 Sep of each year, commencing 13 March 2017, and will mature on 13 September 2022, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the Company expressly subordinated in right of payment to the 2017 Notes 2;

(c) rank and will rank at least pari passu in right of payment with all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such subordinated indebtedness pursuant to applicable law);

(d) guaranteed by subsidiaries of the Company other than those organised under the laws of the PRC (“Guarantors”) the on a senior basis, subject to certain limitations; and

(e) effectively subordinated to all existing and future obligations of subsidiaries of the Company other than Guarantors.

43. 優先票據及債券（續）

「適用溢價」為 (i)二零一七年票據一及二零一八年票據三本金額之1%及 (ii) (A)二零一七年票據一及二零一八年票據三於二零二零年一月十一日的贖回價於該贖回日期之現值，另加直至二零二零年一月十一日的二零一七年票據一及二零一八年票據三所有到期之餘下規定利息（惟不包括直至該贖回日期之應計且未付利息），按相等於可比較美國國債價格之利率另加100個基點計算，超逾(B)於贖回日期之二零一七年票據一及二零一八年票據三本金額之較高者。

二零一七年票據二

於二零一七年九月十三日，本公司發行本金總額為250,000,000美元之優先票據。二零一七年票據二於新交所上市。二零一七年票據二為：

(a) 有抵押，按年利率5.375%計息及利息於每年三月十三日及九月十三日每半年支付一次，自二零一七年三月十三日開始及將於二零二二年九月十三日到期，提早贖回則另作別論；

(b) 在受償權利上較列明次級二零一七年票據二受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等次級債務有任何優先權則另當別論）；

(d) 由本公司附屬公司（「擔保人」，根據中國法律組織者除外）以優先方式擔保，惟須受該若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來的債務。

– F-586 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 317

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2017 Notes 2 (continued)

At any time and from time to time prior to 13 September 2020, the Company may redeem up to 35% of the 2017 Notes 2, at a redemption price of 105.375% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the redemption date.

At any time prior to 13 September 2020, the Company may at its option redeems the 2017 Notes 2, in whole but not in part, at a redemption price equals to 100% of the principal amount of the 2017 Notes 2 plus the applicable premium as defined in the offering memorandum of the Company dated 6 September 2017 (“Applicable Premium”) as of, and accrued and unpaid interest, if any, to (but not including) the redemption date.

On or after 13 September 2020, the Company may on any one or more occasions redeem all or any part of the Notes, at the redemption prices (expressed as percentages of principal amount) at 102.688% in 2020 and 101.344% in 2021, plus accrued and unpaid interest, if any, on the 2017 Notes 2 redeemed, to (but not including) the applicable date of redemption, if redeemed during the twelve-month period beginning on 13 September of the years indicated in such section.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2017 Notes 2 and (ii) the excess of (A) the present

value at such redemption date of the redemption price of the

2017 Notes 2 on 13 September 2022, plus all required remaining

scheduled interest payments due on such 2017 Notes 2 through

13 September 2022 (but excluding accrued and unpaid interest

to the redemption date), computed using a discount rate equals

to the comparable treasury rate plus 100 basis points, over (B)

the principal amount of the 2017 Notes 2 on the redemption

date.

43. 優先票據及債券（續）

二零一七年票據二（續）

於二零二零年九月十三日之前隨時及不時，本公司可按贖回價（二零一七年票據二本金額的105.375%）加直至贖回日期（但不包括該日）應計且未付利息（如有），贖回最多35%的二零一七年票據二。

本公司有權可選擇於二零二零年九月十三日前隨時，按贖回價（相等於二零一七年票據二本金額的100%）另加截至贖回日期（但不包括該日）的適用溢價（按本公司日期為二零一七年九月六日的發售備忘錄所界定）（「適用溢價」）及截至贖回日期的應計且未付利息（如有），全部而非部分贖回二零一七年票據二。

本公司可一次或多次選擇於二零二零年九月十三日或之後所載的贖回價（以本金額之百分比列示，於二零二零年按102.688%及於二零二一年按101.344%）另加截至贖回日期（但不包括該日）贖回二零一七年票據二之應計且未付利息（如有）（倘於各年度九月十三日開始的十二個月期間內按按本節所述進行贖回），全部或部分贖回票據。

「適用溢價」為 (i)二零一七年票據二本金額之1%及 (ii) (A)二零一七年票據二於二零二二年九月十三日的贖回價於該贖回日期之現值，另加直至二零二二年九月十三日的二零一七年票據二所有到期之餘下規定利息（惟不包括直至該贖回日期之應計及未付利息），按相等於可比較美國國債價格之利率另加100個基點計算，超逾 (B)於贖回日期之二零一七年票據二本金額之較高者。

– F-587 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

318 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Notes 1 and 2018 Notes 2

On 2 May 2018, the Company issued senior notes in an

aggregate principal amount of USD200,000,000 (the “2018

Notes 1”). 2018 Notes 1 are listed on the SGX.

On 11 June 2018, the Company issued additional senior notes

(the “2018 Notes 2”) in an aggregate principal amount of

USD225,000,000 to be consolidated and form a single series

with the 2018 Notes 1, the original notes.

The 2018 Notes 1 and 2018 Notes 2 are:

(a) carrying interest at rate of 7.50% per annum and interest

is payable semi-annually on 10 May and 10 November

of each year, commencing 10 November 2018, and will

mature on 10 May 2021, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2018 Notes 1;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

43. 優先票據及債券（續）

二零一八年票據一及二零一八年票據二

於二零一八年五月二日，本公司發行本金總額為200,000,000美元的優先票據（「二零一八年票據一」）。二零一八年票據一於新交所上市。

於二零一八年六月十一日，本公司進一步發行本金總額為225,000,000美元的優先票據（「二零一八年票據二」）並與二零一八年票據一（原始票據）構成單一系列。

二零一八年票據一及二零一八年票據二為：

(a) 按年利率7.50%計息及利息於每年五月十日及十一月十日每半年支付一次，並將於二零一八年十一月十日開始及將於二零二一年五月十日到期，提早贖回則另當別論；

(b) 在受償權利上較列明次級二零一八年票據一受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等無抵押非次級債務有任何優先權則另當別論）；

(d) 由本公司若干附屬公司（「擔保人」，根據中國法例組織者除外）以優先方式擔保，惟須符合若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來責任。

– F-588 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 319

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Notes 1 and 2018 Notes 2 (continued)

At any time and from time to time prior to 10 May 2020, the

Company may redeem up to 35% of the 2018 Notes 1 and

2018 Notes 2, at a redemption price of 107.5% of their principal

amount, plus accrued and unpaid interest, if any, to (but not

including) the redemption date.

At any time prior to 10 May 2020, the Company may at its

option redeem the 2018 Notes 1 and 2018 Notes 2, in whole

but not in part, at a redemption price equal to 100% of the

principal amount of the 2018 Notes 1 and 2018 Notes 2 plus the

applicable premium as defined in the offering memorandum of

the Company dated 2 May 2018 (“Applicable Premium”) as of,

and accrued and unpaid interest, if any, to (but not including) the

redemption date.

At any time on or after 10 May 2020, the Company may on any

one or more occasions redeem all or any part of the 2018 Notes

1 and 2018 Notes 2, at a redemption price of 102.00% plus

accrued and unpaid interest, if any, on the 2018 Notes 1 and

2018 Notes 2 redeemed, to (but not including) the redemption

date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2018 Notes 1 and 2018 Notes 2 and (ii) the

excess of (A) the present value at such redemption date of the

redemption price of the 2018 Notes 1 and 2018 Notes 2 on

10 May 2020, plus all required remaining scheduled interest

payments due on such 2018 Notes 1 and 2018 Notes 2 through

10 May 2020 (but excluding accrued and unpaid interest to the

redemption date), computed using a discount rate equal to the

comparable treasury rate plus 100 basis points, over (B) the

principal amount of the 2018 Notes 1 and 2018 Notes 2 on the

redemption date.

43. 優先票據及債券（續）

二零一八年票據一及二零一八年票據二（續）

於二零二零年五月十日之前隨時及不時，本公司可按贖回價（二零一八年票據一及二零一八年票據二本金額的107.5%）加直至贖回日期（但不包括該日）應計且未付利息（如有）贖回最多該等票據的35%。

本公司有權可選擇於二零二零年五月十日前，按相等於二零一八年票據一及二零一八年票據二本金額100%的贖回價另加截至贖回日期（但不包括該日）的適用溢價（按本公司日期為二零一八年五月二日的發售備忘錄所界定）（「適用溢價」）及截至贖回日期的應計及未付的利息（如有），全部而非部分贖回二零一八年票據一及二零一八年票據二。

於二零二零年五月十日或之後隨時，本公司可按贖回價（二零一八年票據一及二零一八年票據二本金額的102.00%）加直至贖回日期（但不包括該日）應計且未付利息（如有）一次或多次贖回全部或任何部分二零一八年票據一及二零一八年票據二。

「適用溢價」為 (i)二零一八年票據一及二零一八年票據二本金額之1%及 (ii)(A)二零一八年票據一及二零一八年票據二於二零二零年五月十日的贖回價於該贖回日期之現值，另加直至二零二零年五月十日的二零一八年票據一及二零一八年票據二所有到期之餘下規定利息（惟不包括直至該贖回日期之應計及未付利息），按相等於可比較美國國債價格之利率另加100個基點計算，超逾(B)於贖回日起至二零一八年票據一及二零一八年票據二本金額之較高者。

– F-589 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

320 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Notes 4

On 29 August 2018, the Company issued senior notes in an

aggregate principal amount of USD225,000,000 (the “2018

Notes 4”). 2018 Notes 4 are listed on the SGX. The 2018 Notes

4 are:

(a) carrying interest at rate of 7.95% per annum and interest

is payable semi-annually on 7 March and 7 September of

each year, commencing 7 March 2019, will mature on 7

September 2021, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2018 Notes 4;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

43. 優先票據及債券（續）

二零一八年票據四

於二零一八年八月二十九日，本公司發行本金總額為225,000,000美元的優先票據（「二零一八年票據四」）。二零一八年票據四於新交所上市。二零一八年票據四為：

(a) 按年利率7.95%計息及利息於每年三月七日及九月七日每半年支付一次，並將於二零一九年三月七日開始及將於二零二一年九月七日到期，提早贖回則另當別論；

(b) 在受償權利上較列明次級二零一八年票據四受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等無抵押非次級債務有任何優先權則另當別論）；

(d) 由本公司若干附屬公司（「擔保人」，根據中國法例組織者除外）以優先方式擔保，惟須符合若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來責任。

– F-590 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 321

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Notes 4 (continued)

At any time and from time to time prior to 7 September 2020,

the Company may redeem up to 35% of the aggregate principal

amount of the 2018 Notes 4, at a redemption price of 107.95%

of their principal amount, plus accrued and unpaid interest, if

any, in each case, using the net cash proceeds from sales of

certain kinds of capital stock.

At any time prior to 7 September 2020, the Company will be

entitled at our option to redeem the 2018 Notes 4 in whole

but not in part, at a redemption price equal to 100% of the

principal amount of the 2018 Notes 4 being redeemed plus the

applicable premium as defined in the offering memorandum of

the Company dated 29 August 2018 (“Applicable Premium”) as

of, and accrued and unpaid interest if any, to (but not including),

the redemption date.

At any time on or after 7 September 2020, the Company may

on any one or more occasions redeem all or any part of the

2018 Notes 4, at a redemption price of 102% plus accrued and

unpaid interest, if any, on the 2018 Notes 4 redeemed, to (but

not including) the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2018 Notes 4 and (ii) the excess of (A) the present

value at such redemption date of the redemption price of the

2018 Notes 4 on 7 September 2020, plus all required remaining

scheduled interest payments due on such 2018 Notes 4 through

7 September 2020 (but excluding accrued and unpaid interest to

the redemption date), computed using a discount rate equal to

the comparable treasury rate plus 100 basis points, over (B) the

principal amount of the 2018 Notes 4 on the redemption date.

43. 優先票據及債券（續）

二零一八年票據四（續）

於二零二零年九月七日之前隨時及不時，本公司可按二零一八年票據四本金額107.95%的贖回價加應計且未付利息（如有）贖回最多35%的二零一八年票據四，於各情況下，使用銷售若干種類資本股票所得款項。

於二零二零年九月七日之前隨時，本公司將有權選擇按相等於所贖回二零一八年票據四本金額的100%的贖回價另加截至贖回日期（但不包括該日）的適用溢價（按本公司日期為二零一八年八月二十九日的發售備忘錄所界定）（「適用溢價」）及截至贖回日期的應計且未付利息（如有），全部而非部分贖回二零一八年票據四。

於二零二零年九月七日或之後隨時，本公司可一次或多次選擇按102%的贖回價加直至贖回日期（但不包括該日）贖回二零一八年票據四之應計且未付利息（如有），全部或部分贖回二零一八年票據四。

「適用溢價」為 (i)二零一八年票據四本金額之1%及(ii)(A)二零一八年票據四於二零二零年九月七日的贖回價於該贖回日期之現值，另加直至二零二零年九月七日的二零一八年票據四所有到期之餘下規定利息（惟不包括直至該贖回日期之應計及未付利息），按相等於可比較美國國債價格之利率另加100個基點計算，超逾(B)於贖回日起至二零一八年票據四本金額之較高者。

– F-591 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

322 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Notes 5

On 29 August 2018, the Company issued senior notes in an

aggregate principal amount of SGD100,000,000 (the “2018

Note 5”). 2018 Notes 5 are listed on the SGX. The 2018 Notes 5

are:

(a) carrying interest at rate of 7.15% per annum and interest

is payable semi-annually on 7 March and 7 September of

each year, commencing 7 March 2019, will mature on 7

September 2021, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2018 Note 5;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by certain subsidiaries of the Company

other than those organised under the laws of the PRC

(“Guarantors”) the on a senior basis, subject to certain

limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

43. 優先票據及債券（續）

二零一八年票據五

於二零一八年八月二十九日，本公司發行本金總額為100,000,000新加坡元的優先票據（「二零一八年票據五」）。二零一八年票據五於新交所上市。二零一八年票據五為：

(a) 按年利率7.15%計息及利息於每年三月七日及九月七日每半年支付一次，並將於二零一九年三月七日開始及將於二零二一年九月七日到期，提早贖回則另當別論；

(b) 在受償權利上較列明次級二零一八年票據五受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等無抵押非次級債務有任何優先權則另當別論）；

(d) 由本公司若干附屬公司（「擔保人」，根據中國法例組織者除外）以優先方式擔保，惟須符合若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來責任。

– F-592 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 323

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Notes 5 (continued)

At any time and from time to time prior to 7 September 2020,

the Company may redeem up to 35% of the aggregate principal

amount of the 2018 Notes 5, at a redemption price of 107.15%

of their principal amount, plus accrued and unpaid interest, if

any, in each case, using the net cash proceeds from sales of

certain kinds of capital stock.

At any time prior to 7 September 2020, the Company will be

entitled at our option to redeem the 2018 Notes 5 in whole

but not in part, at a redemption price equal to 100% of the

principal amount of the 2018 Notes 5 being redeemed plus the

applicable premium as defined in the offering memorandum of

the Company dated 29 August 2018 (“Applicable Premium”) as

of, and accrued and unpaid interest if any, to (but not including),

the redemption date.

At any time on or after 7 September 2020, the Company may

on any one or more occasions redeem all or any part of the

2018 Notes 5, at a redemption price of 102% plus accrued and

unpaid interest, if any, on the 2018 Notes 5 redeemed, to (but

not including) the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2018 Notes 5 and (ii) the excess of (A) the present

value at such redemption date of the redemption price of the

2018 Notes 5 on 7 September 2020, plus all required remaining

scheduled interest payments due on such 2018 Notes 5 through

7 September 2020 (but excluding accrued and unpaid interest to

the redemption date), computed using a discount rate equal to

2.5%, over (B) the principal amount of the 2018 Notes 5 on the

redemption date.

43. 優先票據及債券（續）

二零一八年票據五（續）

於二零二零年九月七日之前隨時及不時，本公司可按二零一八年票據五本金額107.15%的贖回價加應計且未付利息（如有）贖回最多35%的二零一八年票據五，於各情況下，使用銷售若干種類資本股票所得款項。

於二零二零年九月七日之前任何時間，本公司將有權選擇按相等於所贖回二零一八年票據五本金額100%的贖回價另加截至贖回日期（但不包括該日）的適用溢價（按本公司日期為二零一八年八月二十九日的發售備忘錄所界定）（「適用溢價」）及截至贖回日期的應計及未付的利息（如有），全部而非部分贖回二零一八年票據五。

於二零二零年九月七日或之後隨時，本公司可一次或多次選擇按102%的贖回價加直至贖回日期（但不包括該日）贖回二零一八年票據五之應計且未付利息（如有），全部或部分贖回二零一八年票據五。

「適用溢價」為 (i)二零一八年票據五本金額之1%及(ii)(A)二零一八年票據五於二零二零年九月七日的贖回價於該贖回日期之現值，另加直至二零二零年九月七日的二零一八年票據五所有到期之餘下規定利息（惟不包括直至該贖回日期之應計及未付利息），按相等於2.5%的貼現率計算，超逾 (B)於贖回日起至二零一八年票據五本金額之較高者。

– F-593 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

324 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Private Corporate Bonds

On 23 July 2018, Aoyuan Group issued domestic corporate bonds of RMB2,400,000,000 with a term of three years (collectively as the “2018 Private Corporate Bonds”), of which, RMB1,200,000,000 is carrying interest at rate of 8.5% (the “2018 Private Corporate Bonds 1”) and another RMB1,200,000,000 is carrying interest at the rate of 8% per annum (the “2018 Private Corporate Bonds 2”). 2018 Private Corporate Bonds are unsecured, and interest is payable annually, commencing 24 July 2018. 2018 Private Corporate Bonds will mature on 24 July 2021 unless the bonds holders sell back the bonds to Aoyuan Group earlier.

Aoyuan Group is entitled to adjust upwards to the interest rate on 24 July 2020, 30 days of trading prior to the second interest repayment date for the 2018 Private Corporate Bonds 1. Upon the adjustment, bonds holders may at their options (“Put options”) to sell back 2018 Private Corporate Bonds 1 to Aoyuan Group in whole or in part at face value of their principal amount within five days of trading from 24 July 2020.

For 2018 Private Corporate Bonds 2, Aoyuan Group is entitled to adjust upwards to the interest rate on 24 July 2019 and 24 July 2020, 30 days of trading prior to the first and second interest repayment date. Upon the adjustment, bonds holders may at their options (“Put options”) to sell back 2018 Private Corporate Bonds 2 to Aoyuan Group in whole or in part at face value of their principal amount within five days of trading from 24 July 2019 and 24 July 2020, respectively.

2018 Listed Corporate Bonds

On 10 October 2018, Aoyuan Group issued domestic corporate bonds in an aggregate principal of RMB1,500,000,000 (the “2018 Listed Corporate Bonds”). The issue price was 100.00% of the principal amount of 2018 Listed Corporate Bonds.

43. 優先票據及債券（續）

二零一八年私募公司債券

於二零一八年七月二十三日，奧園集團發行人民幣2,400,000,000元三年期境內公司債券（統稱為「二零一八年私募公司債券」），其中，人民幣1,200,000,000元按年利率8.5%計息（「二零一八年私募公司債券一」）及人民幣1,200,000,000元按年利率8%計息（「二零一八年私募公司債券二」）。二零一八年私募公司債券為無抵押，且自二零一八年七月二十四日起每年須支付利息。除非債券持有人提早將債券售回予奧園集團，否則二零一八年私募公司債券將於二零二一年七月二十四日到期。

奧園集團有權於二零二零年七月二十四日（第二個利息償還日前30個交易日）向上調整二零一八年私募公司債券一的利率。於作出調整後，在自二零二零年七月二十四日起計五個交易日內，債券持有人可按照期權（「賣出期權」）按本金額面值將二零一八年私募公司債券一全部或部分售回予奧園集團。

對於二零一八年私募公司債券二，奧園集團有權於二零一九年七月二十四日及二零二零年七月二十四日（第一個及第二個利息償還日前30個交易日）向上調整利率。於作出調整後，在自二零一九年七月二十四日及二零二零年七月二十四日起計五個交易日內，債券持有人可按照期權（「賣出期權」）按本金額面值分別將二零一八年私募公司債券二全部或部分售回予奧園集團。

二零一八年上市公司債券

於二零一八年十月十日，奧園集團發行本金總額為人民幣150,000,000元之境內公司債券（「二零一八年上市公司債券」）。發行價為二零一八年上市公司債券本金額之100.00%。

– F-594 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 325

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Listed Corporate Bonds (continued)

2018 Listed Corporate Bonds are listed on the SSE, which are unsecured, carry interest at rate of 8.5% per annum and interest is payable annually on 11 October 2018 in arrears. 2018 Listed Corporate Bonds will mature on 11 October 2021 unless the bonds holders sell back the bonds to Aoyuan Group earlier.

Aoyuan Group is entitled to adjust upwards to the interest rate on 11 October 2020, 15 days of trading prior to the second interest repayment date for the 2018 Listed Corporate Bonds. Upon the adjustment, bonds holders may at their options (“Put options”) to sell back 2018 Listed Corporate Bonds to Aoyuan Group in whole or in part at face value of their principal amount within three days of trading from 11 October 2020.

2016 Private Corporate Bonds, 2016 Notes, all 2017 Notes and all 2018 Notes contained a liability component and the early redemption options or put options:

(a) Liability component represents the present value of the contractually determined stream of future cash flows discounted at the prevailing market interest rate at that time applicable to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the embedded derivatives.

The interest charged for the year is calculated by applying an effective interest rate of approximately 9.31%, 9.57%, 7.26%, 7.09%, 5.75%, 8.48%, 8.43%, 8.31%, 8.52%, 7.54%, 8.12%, 8.62% and 8.89% per annum to the liability component respectively since the 2016 Private Corporate Bond 1, 2016 Private Corporate Bond 2, 2016 Notes, 2017 Notes 1, 2017 Notes 2, 2018 Notes 1, 2018 Notes 2, 2018 Notes 3, 2018 Notes 4, 2018 Notes 5, 2018 Private Corporate Bond 1, 2018 Private Corporate Bond 2 and 2018 Listed Corporate Bonds were issued.

43. 優先票據及債券（續）

二零一八年上市公司債券（續）

二零一八年上市公司債券於上交所上市，為無抵押、按8.5%之年利率計息且利息須在每年期末於二零一八年十月十一日支付。二零一八年上市公司債券將於二零二一年十月十一日到期，除非債券持有人提前將債券售回予奧園集團。

奧園集團有權於二零二零年十月十一日（二零一八年上市公司債券第二筆利息償還日期前十五個交易日）上調利率。於調整後，債券持有人可自二零二零年十月十一日起三個交易日內行使彼等的期權（「售出期權」）按本金額的面值全部或部分售回二零一八年上市公司債券予奧園集團。

二零一六年私募公司債券、二零一六年票據、所有二零一七年票據及所有二零一八年票據均含有負債部分和上述的提早贖回權或賣出期權：

(a) 負債部分為將合約約定的未來現金流量，按照具有類似信用評級且提供大致上相同現金流量但不包含嵌入衍生工具的債務工具的當時適用市場利率進行折現確定。

年內利息以負債部分自二零一六年私募公司債券一、二零一六年私募公司債券二、二零一六年票據、二零一七年票據一、二零一七年票據二、二零一八年票據一、二零一八年票據二、二零一八年票據三、二零一八年票據四、二零一八年票據五、二零一八年私募公司債券一、二零一八年私募公司債券二及二零一八年上市公司債券發行以來分別按實際年利率約9.31%、9.57%、7 . 2 6 %、 7 . 0 9 %、 5 . 7 5 %、8 . 4 8 %、 8 . 4 3 %、 8 . 3 1 %、8.52%、7.54%、8.12%、8.62%及8.89%計算。

– F-595 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

326 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Listed Corporate Bonds (continued)

(a) (continued)

The movement of the liability component in above Notes

and Corporate Bonds during the period is set out below:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Carrying amount as at 1 January 於一月一日賬面值 12,575,445 11,587,669

Proceeds received 已收所得款項 9,604,182 3,294,099

Exchange loss (gain) 匯兌虧損（收益） 388,212 (315,065)

Interest expenses 利息開支 1,140,333 916,077

Interest paid to notes holders 已付票據持有人利息 (881,336) (874,820)

Early redemptions of 2016 Private

Corporate Bond (2017: 2014 Notes)

提早贖回二零一六年私募公司 債券（二零一七年： 二零一四年票據） (390,305) (2,032,515)

Settlement of 2015 Notes, 2015

Listed Corporate Bonds and 2015

Private Corporate Bonds

結算二零一五年票據、 二零一五年上市公司債券及 二零一五年私募公司債券 (5,466,370) –

Carrying amount as at 31 December 於十二月三十一日賬面值 16,970,161 12,575,445

Analysed for reporting purpose: 就呈報目的分析：Non-current liabilities 非流動負債 12,499,712 5,457,222

Current liabilities 流動負債 4,470,449 7,118,223

16,970,161 12,575,445

(b) Early redemption options are regarded of the Company

as embedded derivatives not closely related to the host

contract. The executive directors consider that the fair

value of the early redemption options is insignificant

on initial recognition date, 31 December 2017 and 31

December 2018.

43. 優先票據及債券（續）

二零一八年上市公司債券（續）

(a) （續）

上述票據及公司債券負債部分的年內變動如下：

(b) 本公司將提早贖回權視為並非與主合約有密切關係的嵌入衍生工具。執行董事認為提早贖回權於初始確認時、於二零一七年十二月三十一日及二零一八年十二月三十一日的公平值不重大。

– F-596 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 327

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

2018 Listed Corporate Bonds (continued)

(c) Put options held by the bond holders are regarded as

an embedded derivative closely related to the economic

characteristics and risks of the host contract, therefore,

the written put options are not separated from liability

component.

The fair value of above Notes and Corporate Bonds as at 31

December are set out below:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

2015 Notes 二零一五年票據 – 1,680,661

2015 Listed Corporate Bonds 二零一五年上市公司債券 – 2,385,886

2015 Private Corporate Bonds 二零一五年私募公司債券 – 1,521,150

2016 Notes 二零一六年票據 1,716,040 1,663,771

2016 Private Corporate Bonds 二零一六年私募公司債券 1,619,033 2,014,060

2017 Notes 1 二零一七年票據一 1,705,316 1,659,866

2017 Notes 2 二零一七年票據二 1,516,578 1,575,020

2018 Notes 1 二零一八年票據一 1,346,230 –

2018 Notes 2 二零一八年票據二 1,514,509 –

2018 Notes 3 二零一八年票據三 1,193,722 –

2018 Notes 4 二零一八年票據四 1,560,836 –

2018 Notes 5 二零一八年票據五 488,320 –

2018 Private Corporate Bonds 二零一八年私募公司債券 2,381,744 –

2018 Listed Corporate Bonds 二零一八年上市公司債券 1,508,850 –

16,551,178 12,500,414

43. 優先票據及債券（續）

二零一八年上市公司債券（續）

(c) 債券持有人所持有的賣出期權視為與主合約的經濟特點及風險有密切關係的嵌入衍生工具，因此，書面賣出期權並未與負債部分分開。

上述票據及公司債券於十二月三十一日之公平值列示如下：

– F-597 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

328 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

43. Senior Notes and Bonds (continued)

Fair value of 2015 Notes, 2015 Listed Corporate Bonds, 2016

Notes, 2017 Notes 1, 2017 Notes 2, 2018 Notes and 2018

Listed Corporate Bonds are calculated by using the quoted

price based on relevant stock exchanges at the end of the

reporting period (or the nearest day of trading). Fair value of

2016 Private Corporate Bonds and 2018 Private Corporate Bonds

are determined by reference to valuations carried out by Duff &

Phelps (H.K.) Holdings Limited, a qualified external valuer. The

corresponding fair value are calculated by using Binomial model.

The variables and assumptions used in computing the fair value

are based on the executive directors’ best estimate.

44. Provisions

Guangzhou

Wan Pui

LuoAo

Real Estate

Development

Guangzhou

Shangshui Total

廣州萬貝 蘿奧房地產開發 廣州尚水 總計RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元(a) (b) (c)

At 1 January 2017 於二零一七年一月一日 577,495 715,471 136,757 1,429,723

Additional provisions recognised 已確認額外撥備 3,226 4,401 2,050 9,677

Release upon the delivery of

completed properties

於已竣工物業交付後解除– (336,518) – (336,518)

At 31 December 2017 於二零一七年十二月三十一日 580,721 383,354 138,807 1,102,882

Additional provisions recognised 已確認額外撥備 979 474 386 1,839

Release upon the delivery of 於已竣工物業交付後解除 completed properties – (207,104) – (207,104)

At 31 December 2018 於二零一八年十二月三十一日 581,700 176,724 139,193 897,617

43. 優先票據及債券（續）

二零一五年票據、二零一五年上市公司債券、二零一六年票據、二零一七年票據一、二零一七年票據二、二零一八年票據及二零一八年上市公司債券的公平值乃按於報告期末（或最近交易日）基於相關證券交易所的報價計算。二零一六年私募公司債券及二零一八年私募公司債券的公平值經參考合資格外部估值師Duff & Phelps (H.K.)Holdings Limited進行之估值釐定。相應公平值採用二項式模式計算。計算公平值時使用的變量及假設乃根據執行董事之最佳估計。

44. 撥備

– F-598 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 329

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

44. Provisions (continued)

(a) On 31 December 2011, the Company entered into an

agreement (the “Agreement”) with Pan Information

Technology Limited (“PIT”). According to the Agreement,

the Group injected cash of RMB154,700,000 in 廣州市萬貝投資管理有限公司 (the “Guangzhou Wan Pui”), an

entity established in the PRC which principally engaged

in property development. The Group held 65% equity

interest in Guangzhou Wan Pui after the completion of

capital injection while PIT held 35% equity interest in

the Guangzhou Wan Pui. In addition, the Group and PIT

agreed that the Group has to transfer 35% of completed

properties of the property project in Guangzhou Wan Pui

to PIT and in return PIT requires to transfer its 35% equity

interest in the Guangzhou Wan Pui to the Group upon

completion of the property project.

The Group is responsible for providing funding to finance

this property project and the project management is

wholly responsible by the Group. PIT will not involve in the

daily operation and management of this property project.

According to the Agreement, PIT will not share any profit

and loss of Guangzhou Wan Pui.

Guangzhou Wan Pui is accounted for as a wholly owned

subsidiary of the Group and PIT has provided land to the

Group to develop the property project in return to have

35% of completed properties. Accordingly, the potential

amount of the development expenditure and other

attributable expenses for the development of properties

to be incurred to complete the development of the 35%

completed properties to be delivered to PIT is accounted

for as provision of the Group in respect of cost of the land.

44. 撥備（續）

(a) 於二零一一年十二月三十一日，本公司與番禺信息技術有限公司（「番禺信息技術」）訂立協議（「協議」）。根據協議，本集團向廣州市萬貝投資管理有限公司（「廣州萬貝」）（於中國成立的實體，主要從事物業開發）注資現金人民幣154,700,000

元。於注資完成後，本集團持有廣州萬貝之65%股權，而番禺信息技術則持有廣州萬貝之35%股權。此外，本集團及番禺信息技術同意，本集團需於物業項目完成後向番禺信息技術轉讓廣州萬貝物業開發項目35%已竣工物業，以換取番禺信息技術向本集團轉讓其於廣州萬貝之35%股權。

本集團負責就資助此物業項目提供資金，且本集團全權負責項目管理。番禺信息技術將不參與此物業項目的日常營運及管理。根據該協議，番禺信息技術將不會分享廣州萬貝任何溢利及虧損。

廣州萬貝入賬列為本集團全資附屬公司，而番禺信息技術向本集團提供土地以開發物業項目， 以換取35%已竣工物業。據此，完成開發將向番禺信息技術交付之35%已完成物業所產生開發物業的開發支出及其他相關費用之潛在金額入賬列為本集團有關土地成本之撥備。

– F-599 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

330 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

44. Provisions (continued)

(b) On 8 August 2013, the Company entered into an

agreement (the “Agreement”) with Luogang Business

Association and Yijing Investment to establish “LuoAo

Real Estate Development” with a registered capital

of RMB100,000,000 which engages in property

development.

According to the Agreement, the Group injected

RMB60,000,000 to LuoAo Real Estate Development and

the Group held 60% equity interest in LuoAo Real Estate

Development after the completion of capital injection

while each of Luogang Business Association and Yijing

Investment injected RMB20,000,000 respectively and

each of them held 20% equity interest in the LuoAo Real

Estate Development respectively. In addition, the Group,

Luogang Business Association and Yijing Investment

agreed that after the completion of the development of

property project by LuoAo Real Estate Development,

the Group has to t rans fe r 40% of comple ted

properties to Luogang Business Association and Yijing

Investment in return Luogang Business Association

and Yijing Investment have to contribute part of the

land consideration at RMB926,350,000. The Group is

responsible for providing funding to finance this property

project and the project management is wholly responsible

by the Group. Luogang Business Association and Yijing

Investment will not be involved in daily operation and

management of this property project. In addition, Luogang

Business Association and Yijing Investment have agreed

not to share any profit and loss of LuoAo Real Estate

Development.

44. 撥備（續）

(b) 於二零一三年八月八日，本公司與蘿崗經濟聯合社及頤境投資訂立一份協議（「協議」），以註冊資本人民幣100,000,000元成立「蘿奧房地產開發」，從事物業開發。

根據協議，本集團向蘿奧房地產開發注入人民幣60,000,000元， 並於注資完成之後持有蘿奧房地產開發60%股權， 而蘿崗經濟聯合社及頤境投資各自則分別注入人民幣20,000,000元且彼等各自分別持有蘿奧房地產開發20%股權。此外，本集團、蘿崗經濟聯合社及頤境投資協定，於蘿奧房地產開發完成物業項目之後，本集團須將已竣工物業之40%轉讓予蘿崗經濟聯合社及頤境投資，作為回報，蘿崗經濟聯合社及頤境投資須撥付部分土地代價人民幣926,350,000元。本集團負責就資助此物業項目提供資金，且本集團全權負責項目管理。蘿崗經濟聯合社及頤境投資將不會參與該物業項目日常營運及管理。此外，蘿崗經濟聯合社及頤境投資已同意不會分享蘿奧房地產開發的任何溢利及虧損。

– F-600 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 331

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

44. Provisions (continued)

(b) (continued)

Luo Ao Real Estate Development is accounted for as

wholly owned subsidiary of the Group and Luogang

Business Association and Yijing Investment have provided

part of the land consideration at RMB926,350,000 to the

Group to develop the property project in return to have

40% completed properties. Accordingly, the potential

development expenditure and other attributable expenses

for the development of properties to be incurred to

complete the development of the 40% completed

properties to be delivered to Luogang Business

Association and Yijing Investment is accounted for as

provision of the Group in respect of the cost of the land.

During the year ended 31 December 2018, the Group

delivered completed properties of RMB34,904,000

(2017: RMB56,715,000) and RMB172,200,000 (2017:

RMB279,803,000) to Luogang Business Association and

Yijing Investment, respectively.

44. 撥備（續）

(b) （續）

蘿奧房地產開發入賬列為本集團全資附屬公司，而蘿崗經濟聯合社及頤境投資已向本集團提供部分土地代價人民幣926,350,000元以開發物業項目，以換取40%已完成物業。據此，完成開發將向蘿崗經濟聯合社及頤境投資交付之40%已完成物業所產生開發物業的開發支出及其他相關費用之潛在金額入賬列為本集團有關土地成本之撥備。

於截至二零一八年十二月三十一日止年度，本集團向蘿崗經濟聯合社及頤境投資分別交付已竣工物業人民幣34,904,000元（二零一七年：人民幣56,715,000元）及人民幣172,200,000元（二零一七年：人民幣279,803,000元）。

– F-601 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

332 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

44. Provisions (continued)

(c) On 28 February 2014, the Company entered into an

agreement (the “Agreement”) with two independent

parties, Mr. Zhong Jiawen and Mr. Zhong Binghong.

According to the Agreement, the Group injected cash

of RMB10,408,000 in 廣州尚水酒業有限公司 ( the

“Guangzhou Shangshui”), an entity established in the

PRC which principally engaged in property development.

The Group held 51% equity interest in Guangzhou

Shangshui after the completion of capital injection while

the two independent parties held 49% equity interest

in Guangzhou Shangshui. In addition, the Group, two

independent parties agreed that after the completion

of the development of property project by Guangzhou

Shangshui, the Group has to transfer 50% of completed

properties to the two independent parties in return the

two independent parties have to contribute part of the

land consideration at RMB207,356,800. The Group is

responsible for providing funding to finance this property

project and the project management is wholly responsible

by the Group. The two independent parties will not be

involved in daily operation and management of this

property project. In addition, two independent parties

have agreed not to share any profit and loss of Guangzhou

Shangshui.

Guangzhou Shangshui is accounted for as a wholly

owned subsidiary of the Group and the two independent

parties have provided part of the land consideration at

RMB207,356,800 to the Group to develop the property

project in return to have 50% of completed properties.

Accordingly, the potential development expenditure

and other attributable expenses for the development of

properties to be incurred to complete the development

of the 50% of completed properties of the property

project to be delivered to the two independent parties is

accounted for as provision of the Group in respect of the

land cost contributed by two independent parties.

44. 撥備（續）

(c) 於二零一四年二月二十八日， 本公司與兩名獨立人士鍾加文先生及鍾炳洪先生訂立一份協議（「協議」）。根據協議，本集團向廣州尚水酒業有限公司（「廣州尚水」）注資現金人民幣10,408,000元， 廣州尚水為於中國成立的實體，主要從事物業發展。注資完成後，本集團持有廣州尚水的51%股權，而兩名獨立人士則持有廣州尚水的49%股權。此外，本集團與兩名獨立人士協定，於廣州尚水完成物業發展後，本集團須向兩名獨立人士轉讓50%已竣工物業，以取得兩名獨立人士提供部分土地，代價為人民幣207,356,800元。本集團須負責提供資金以供該物業項目所用，並全權負責項目管理。該兩名獨立人士將不會參與該物業項目的日常營運及管理。此外，兩名獨立人士已同意不會分佔廣州尚水的任何溢利及虧損。

廣州尚水列為本集團旗下的全資附屬公司，而兩名獨立人士已向本集團提供部分土地以供發展物業項目，代價為人民幣207,356,800

元，藉以取得50%已竣工物業。據此，就完成發展將交付予兩名獨立人士的50%已竣工物業項目的物業將產生的物業發展潛在發展開支及其他應佔開支乃列作本集團就兩名獨立人士所注入的土地成本所作撥備。

– F-602 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 333

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

45. Share Capital

Number of

shares Amount

股份數目 金額HK$’000

千港元

Ordinary shares of HK$0.01 each 每股面值0.01港元的普通股

Authorised: 法定： At 1 January 2017, 31 December 2017

and 31 December 2018

於二零一七年一月一日、 二零一七年十二月三十一日及 二零一八年十二月三十一日 100,000,000,000 1,000,000

Issued and fully paid: 已發行及繳足： At 1 January 2017 於二零一七年一月一日 2,671,571,354 26,715

Share option exercised (note) 已行使購股權（附註） 5,000,000 50

At 31 December 2017 二零一七年十二月三十一日 2,676,571,354 26,765

Shares repurchased and cancelled 已購回及註銷股份 (3,688,000) (37)

Share option exercised (note) 已行使購股權（附註） 5,000,000 50

At 31 December 2018 於二零一八年十二月三十一日 2,677,883,354 26,778

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Shown in the consolidated financial

statements as

於綜合財務報表呈列25,343 25,333

Note:

All the new ordinary shares issued in 2018 and 2017 rank pari passu with the then existing shares in all respects.

45. 股本

附註：

所有於二零一八年及二零一七年發行的新普通股均與當時已有股份在各方面享有同等地位。

– F-603 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

334 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

45. Share Capital (continued)

During the year ended 31 December 2018, pursuant to the

general mandate given to the executive directors of the

Company, the Company repurchased its own shares through

the Stock Exchange of Hong Kong Limited as follows:

Month of repurchase

No. of ordinary

shares of

HK$0.01 each of

the Company price per share

Aggregate

consideration

paid

購回月份

本公司每股面值0.01港元的普通股數目

每股價格 已付總代價

Highest Lowest

最高 最低HK$ HK$ HK$’000

港元 港元 千港元

For the year ended

31 December 2018

截至二零一八年十二月 三十一日止年度

– July 2018 －二零一八年七月 3,688,000 5.42 5.10 19,512

During the year ended 31 December 2018, a total of 3,688,000

shares were repurchased and cancelled. Nominal value of

HK$36,880 (equivalent to RMB30,000) of the shares cancelled

was credited to capital redemption reserve, and the premium

paid and the related costs incurred for the repurchase of

HK$19,475,000 (equivalent to RMB15,820,000) was charged

against share premium of the Company.

None of the Company’s subsidiaries purchased, sold or

redeemed any of the Company’s listed securities during the

year.

45. 股本（續）

於截至二零一八年十二月三十一日止年度，根據授予本公司執行董事的一般授權，本公司透過香港聯合交易所有限公司購回以下自身股份：

於截至二零一八年十二月三十一日止年度， 合共3,688,000股股份被購回及註銷。所註銷股份的面值36,880港元（相等於人民幣30,000元）計入資本贖回儲備，就購回支付的溢價及產生的相關成本19,475,000港元（相等於人民幣15,820,000元）從本公司的股份溢價中扣除。

於年內，本公司附屬公司概無購買、出售或贖回本公司任何上市證券。

– F-604 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 335

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

46. Capital Risk Management

The Group manages its capital to ensure that entities in the

Group will be able to continue as a going concern while

maximising the return to shareholders through the optimisation

of the debt and equity balance. The Group’s overall strategy

remains unchanged from prior year.

The capital structure of the Group consists of net debts,

which includes bank and other borrowings disclosed in note

41, loans from non-controlling shareholders of subsidiaries in

note 40, senior notes and bonds disclosed in note 43, other

payables disclosed in note 37, amounts due to non-controlling

shareholders of subsidiaries disclosed in note 30, amounts due

to joint ventures disclosed in note 39 and amount due to an

associate disclosed in note 33, net of cash and cash equivalents

and restricted bank deposits, and equity attributable to owners

of the Company, comprising share capital, reserves and retained

profits.

The management of the Company review the capital structure

periodically. As part of this review, the management of the

Company assess budgets of major property projects taking into

account of the provision of fundings. Based on the operating

budgets, the executive directors of the Company consider the

cost of capital and the risks associated with each class of capital

and balance its overall capital structure through the payment of

dividends, new share issues and share buy-back as well as the

issue of new debts or the redemption of existing debts.

46. 資本風險管理

本集團管理其資本，以確保本集團內各實體將能夠以持續經營方式營運，同時亦透過達致債務與股本結餘之間最佳的平衡而為股東爭取最大回報。自上年以來，本集團的整體策略維持不變。

本集團之資本結構包括負債淨額（包括附註41所披露銀行及其他借款、附註40來自附屬公司非控股股東的貸款、附註43

所披露優先票據及債券、附註37所披露其他應付款、附註30所披露應付附屬公司非控股東款項、附註39所披露應付合營企業款項及附註33所披露應付一間聯營公司款項），扣除現金及現金等價物及受限制銀行存款，以及本公司股權持有人應佔權益（包括股本、儲備及保留溢利）。

本公司管理層定期檢討資本結構。作為此項審閱之一部分，本公司管理層評估大型項目之預算，並考慮所獲得之資金。本公司執行董事根據營運預算，考慮資本成本及與各類別資本有關之風險，以及藉支付股息、發行新股及股份回購、發行新債或贖回現有債務平衡整體之資本架構。

– F-605 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

336 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments

(a) Categories of financial instruments

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Financial assets 金融資產Financial assets at amortised cost 按攤銷成本之金融資產 46,871,719 –

Equity instruments at FVTOCI 按公平值計入其他全面收益 之股本工具 31,465 –

Loans and receivables (including cash

and cash equivalents)

貸款及應收款 （包括現金及現金等價物） – 34,063,086

Financial assets at FVTPL 按公平值計入損益之金融資產 1,852,400 200,000

Derivative financial instruments 衍生金融工具 – 4,377

Financial liabilities 金融負債Amortised cost 攤銷成本 84,991,797 58,264,900

(b) Financial risk management objectives and

policies

The Group’s major financial instruments include equity

instruments at fair value through other comprehensive

income, f inanc ia l assets a t FVTPL, s t ructured

deposits, derivative financial instruments, trade and

other receivables, amounts due from non-controlling

shareholders of subsidiaries, related parties, joint ventures

and associates, restricted bank deposits, bank balances

and cash, trade and other payables, amounts due to non-

controlling shareholders of subsidiaries, joint ventures and

an associate, bank and other borrowings, senior notes

and bonds, and loans from non-controlling shareholders

of subsidiaries. Details of these financial instruments are

disclosed in respective notes. The risks associated with

these financial instruments include market risk (interest

rate risk, foreign currency risk and other price risk), credit

risk and liquidity risk. The policies on how to mitigate these

risks are set out below.

47. 金融工具

(a) 金融工具類別

(b) 財務風險管理目標及政策

本集團主要金融工具包括按公平值計入其他全面收益之股本工具、按公平值計入損益之金融資產、結構性存款、衍生金融工具、貿易及其他應收款、應收附屬公司之非控股股東、關連公司、合營企業及聯營公司款項、受限制銀行存款、銀行結餘及現金、貿易及其他應付款、應付附屬公司之非控股股東、合營企業及一間聯營公司款項、銀行及其他借款、優先票據及債券及來自附屬公司非控股股東的貸款。此等金融工具詳情於相應附註中披露。與此等金融工具相關的主要風險包括市場風險（包括利率風險、外匯風險及其他價格風險）、信貸風險及流動資金風險。減輕該等風險的政策載列如下。

– F-606 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 337

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

The management manages and monitors these

exposures to ensure appropr iate measures are

implemented on a timely and effective manner.

Market risk

(i) Interest rate risk

The Group is exposed to cash flow interest rate risk

related primarily to its variable-rate bank borrowings,

other payables, restricted bank deposits and bank

balances.

The Group is also exposed to fair value interest

rate risk related primarily to fixed-rate bank and

other borrowings, obligations under finance

leases, other payables, interest bearing portion

of amounts due from joint ventures and non-

controlling shareholders, loans from non-controlling

shareholders of subsidiaries, senior notes and

bonds and the interest bearing payables. The Group

currently does not enter any interest rate swaps to

hedge its exposure to fair value interest rate risk.

However, the management will consider hedging

significant interest rate exposure should the need

arise.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

管理層管理及監察該等風險，以確保及時有效地施行適當措施。

市場風險

(i) 利率風險

本集團現金流量利率風險主要與其浮息銀行借款、其他應付款、受限制銀行存款及銀行結餘有關。

本集團的公平值利率風險主要與定息銀行及其他借款、融資租賃承擔、其他應付款、應收合營企業及非控股股東款項之計息部分、來自附屬公司非控股股東的貸款及優先票據及債券及計息應付款有關。本集團目前並無訂立任何利率掉期對沖該等利率風險。然而，管理層於有需要時將考慮對沖重大利率風險。

– F-607 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

338 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Market risk (continued)

(i) Interest rate risk (continued)

Sensitivity analysis

The sensitivity analysis below has been determined

based on the exposure to cash flow interest rate

risk for its variable-rate bank borrowings and

other payables at the end of the reporting period.

The restricted bank deposits and bank balances

are not included in the sensitivity analysis as the

management of the Group considers that the

interest rate fluctuation is minimal. The analysis is

prepared assuming the other payables and variable-

rate bank borrowings outstanding at the end of

the reporting period were outstanding for the

whole year. A 50 (2017: 50) basis points increase or

decrease is used when reporting cash flow interest

rate risk internally to key management personnel

and represents management’s assessment of the

possible change in interest rate.

If interest rates had been 50 (2017: 50) basis points

higher/lower with all other variables were held

constant, the Group’s post-tax profit for the year

ended 31 December 2018 would decrease/increase

by RMB69,580,000 (2017: decrease/increase by

RMB40,985,000).

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

市場風險（續）

(i) 利率風險（續）

敏感度分析

以下敏感度分析乃基於報告期末浮息銀行及借款及其他應付款之現金流利率風險釐定。受限制銀行存款及銀行結餘由於本集團管理層認為利率波動極小， 故不包括於敏感性分析。該分析乃假設於報告期末其他應付款及浮息銀行借款尚未償還且於整個年度尚未償還而編製。向主要管理人員內部匯報現金流利率風險時所採用50（二零一七年：50）基點的增減，代表管理層對利率的潛在變動作出的評估。

倘利率上升╱下降50（二零一七年：50）基點，而所有其他可變因素均維持不變，則本集團截至二零一八年十二月三十一日止年度之除稅後溢利將減少╱增加人民幣69,580,000元（二零一七年：減少╱增加人民幣40,985,000元）。

– F-608 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 339

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Market risk (continued)

(ii) Foreign currency risk

The Group’s transactions were mainly conducted

in RMB, the functional currency of the Company

and its subsidiaries, and its major receivables and

payables are denominated in RMB. The Group is

subject to foreign exchange rate risk arising from

the assets and liabilities which are denominated in

currency other than the functional currency of the

relevant group entity. The majority of the Group’s

foreign currency transactions and balances are

denominated in Hong Kong dollars, Australian

dollars, Canadian dollars and United States dollars.

During the year ended 31 December 2017, the Group

entered into foreign currency forward contract

to keep the net exposure of currency risk to an

appropriate level. The contract has been matured

and settled during the year ended 31 December

2018. The management closely monitors foreign

currency exposure and will consider hedging

significant foreign currency exposure should the

need arise.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

市場風險（續）

(ii) 外匯風險

本集團之交易主要以本公司及其附屬公司的功能貨幣人民幣進行，其主要應收款及應付款均以人民幣列值。本集團承受因以相關集團實體之功能貨幣以外的貨幣列值之資產及負債而產生之匯率風險。本集團之大部分外匯交易及結餘以港元、澳元、加元及美元列值。於截至二零一七年十二月三十一日止年度， 本集團訂立外匯遠期合約，以將外匯風險淨額維持在適當水平。於截至二零一八年十二月三十一日止年度，合同已到期及結算。管理層密切監察外匯風險，並將在有需要時考慮對沖重大外匯風險。

– F-609 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

340 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Market risk (continued)

(ii) Foreign currency risk (continued)

The Group’s foreign currency denominated

monetary assets and monetary liabilities include

bank and other borrowings, senior notes and bank

balances at the end of respective reporting period

and the carrying amounts are as follows:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Assets 資產Hong Kong dollars 港元 1,617,636 172,893

United States dollars 美元 67,465 2,137

Great Britain Pound 英鎊 732 243

Japanese Yen 日元 17 88

European dollars 歐元 8,741 3,761

Australian dollars 澳元 1,875,707 –

Canadian dollars 加元 1,559,796 –

Singapore dollars 新加坡元 143 –

Liabilities 負債Hong Kong dollars 港元 5,085,528 1,933,482

United States dollars 美元 12,411,662 8,692,374

Singapore dollars 新加坡元 505,677 –

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

市場風險（續）

(ii) 外匯風險（續）

本集團於各報告期末以外幣列值的貨幣資產及貨幣負債（包括銀行及其他借款、優先票據及銀行結餘）及賬面值如下：

– F-610 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 341

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Market risk (continued)

(ii) Foreign currency risk (continued)

Sensitivity analysis

The following table details the Group’s sensitivity

to a 5% (2017: 5%) increase and decrease in

RMB against the relevant foreign currencies. The

sensitivity rates used represents management’s

assessment of the reasonably possible change in

foreign exchange rates. A positive number below

indicates an increase in post-tax profit for the year

where RMB strengthens 5% (2017: 5%) against the

relevant currency. For a 5% (2017: 5%) weakening of

RMB against the relevant currency, there would be

an equal and opposite impact on the post-tax profit

and the balances below would be negative.

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Profit for the year 年內溢利Australian dollars 澳元 (93,785) –

Canadian dollars 加元 (77,990) –

Great Britain Pound 英鎊 (27) –

Japanese Yen 日元 (1) –

European dollars 歐元 (328) –

Hong Kong dollars 港元 173,444 88,029

United States dollars 美元 616,992 434,512

Singapore dollars 新加坡元 25,277 –

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

市場風險（續）

(ii) 外匯風險（續）

敏感度分析

下表詳述本集團對人民幣兌相關外幣匯率上升及下降5%

（二零一七年：5%）的敏感度。所採用之敏感度乃代表管理層對匯率的合理潛在變動所作的評估。下列正數反映本年度除稅後溢利在人民幣兌相關外幣匯率上升5%

（二零一七年：5%）時增加的數目。人民幣兌相關外幣的匯率若下降5%（二零一七年：5%），則本年度除稅後溢利將受到等效但相反的影響而以下結餘將為負值。

– F-611 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

342 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Market risk (continued)

(iii) Other price risk

The Group was exposed to other price risk arising from the outstanding foreign currency forward contracts with predetermined maturity date as at 31 December 2017. The contract has been matured and settled during the year ended 31 December 2018.

Other than the above, the Group has no other price risk.

Credit risk and impairment assessment

In order to minimise the credit risk of trade receivables, 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 and other receivables at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. In addition, the Group performs impairment assessment under ECL model upon application of IFRS 9 Financial Instruments (2017: incurred loss model) on trade balances individually or based on provision matrix. For trade receivables with gross carrying amount of RMB532,313,000, the Group has applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime ECL. No trade receivables at 31 December 2018 is identified as credit-impaired. The lifetime ECL provided for trade receivables is RMB5,174,000 (life-time credit-impaired) for the year ended 31 December 2018 based on historical credit loss experience adjusted by forward-looking estimates without undue cost or effort.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

市場風險（續）

(iii) 其他價格風險

本集團於二零一七年十二月三十一日面臨因預定到期日的未到期外匯遠期合約產生的其他價格風險。於截至二零一八年十二月三十一日止年度，合同已到期及結算。

除上文所述者外，本集團並其他價格風險。

信貸風險及減值評估

為將貿易應收款之信貸風險降至最低，本集團管理層已委派一支團隊專責釐定信貸限額、信貸審批及其他監察程序，以確保可採取跟進措施收回逾期債務。此外，本集團亦於報告期末審閱各項個別貿易及其他應收款之可收回金額，確保已就不可收回金額計提足夠的減值虧損。此外，本集團於首次應用國際財務報告準則第9號金融工具後（二零一七年：已產生虧損模式）個別地或根據撥備矩陣就貿易結餘進行預期信貸虧損模式下的減值評估。就總賬面值為人民幣532,313,000元的貿易應收款而言，本集團已應用國際財務報告第9號的簡化方法以按存續期預期信貸虧損計量虧損撥備。於二零一八年十二月三十一日，無貿易應收款存在信貸減值。根據歷史信貸虧損經驗並就前瞻性估計作出調整且無花費過度成本或精力，截至二零一八年十二月三十一日止年度就貿易應收款計提預期信貸虧損人民幣5,174,000元（存續期信貸減值）。

– F-612 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 343

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Credit risk and impairment assessment (continued)

The credit risk of other receivables, amounts due from

non-controlling shareholders, joint ventures, associates

and related parties are managed through an internal

process. The credit quality of each counterparty is

investigated before an advance is made. The Group also

actively monitors the outstanding amounts owed by each

debtor and identifies any credit risks in a timely manner in

order to reduce the risk of a credit related loss. The Group

performs impairment assessment under ECL model upon

application of IFRS 9 (2017: incurred loss model) on these

outstanding balance.

For other receivables with gross carrying amount of

RMB4,685,307,000, the Group measures the loss

allowance at 12m ECL. There has been no significant

increase in credit risk since initial recognition for these

financial assets. The balances are monitored on an

ongoing basis and the Group’s exposure to bad debts

is not significant since the Group trades only with

recognised and creditworthy third parties, there is no

requirement for collateral.

Where applicable, an impairment analysis on other

receivables is performed at each reporting date by

considering the probability of default of comparable

companies with published credit ratings, if any. In the

situation where no comparable companies with credit

ratings can be identified, expected credit losses are

estimated by applying a loss rate approach with reference

to the historical loss record of the Group. The loss rate is

adjusted to reflect the current conditions and forecasts

of future economic conditions, as appropriate. As at

31 December 2018, the Group has provided 12m ECL

amounting to RMB19,700,000 for other receivables.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

信貸風險及減值評估（續）

其他應收款、應收非控股股東、合營企業、聯營公司及關連公司款項的信貸風險透過內部程序管理。在作出墊款前會對各交易對手方的信貸質素進行調查。本集團亦積極監察各債務人欠付的未償還款項，及時識別任何信貸風險以降低信貸相關虧損的風險。本集團於應用國際財務報告準則第9號時對該等未償還結餘根據預期信貸虧損模式（二零一七年：已產生虧損模式）進行減值評估。

就總賬面值為人民幣4,685,307,000

元的其他應收款而言，本集團按12

個月預期信貸虧損計量虧損撥備。就該等金融資產，自初次確認後未發現重大信貸風險的增加。結餘按持續基準監管及本集團面臨的壞賬風險並不重大，原因為本集團僅與知名及信譽良好的第三方交易，並無抵押品的要求。

倘適用，於各報告日期對應收款進行減值分析，方法為考慮具有公開信貸評級的可資比較公司違約可能性（如有）。在此情況下，如若無法識別具有信貸評級的可資比較公司，則預期信貸虧損應用參考本集團歷史虧損記錄的虧損率方法估計。虧損率已予調整以反映當前狀況及未來經濟狀況的預期（如適用）。於二零一八年十二月三十一日，本集團已就其他應收款計提人民幣19,700,000元的12個月預期信貸虧損。

– F-613 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

344 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)

Credit risk and impairment assessment (continued)

For amounts due from non-controlling shareholders,

joint ventures and associates with gross carrying

amount of RMB1,924,264,000, RMB1,412,873,000 and

RMB48,292,000, respectively, at 31 December 2018, the

Group measures the loss allowance at 12m ECL.

The Group has made periodic assessments as well as

individual assessment on recoverability based on historical

settlement records and adjusts for forward-looking

information. Taking into account the property assets held by

non-controlling shareholders, joint ventures and associates,

if applicable, in view of the strong financial capability of

these debtors and considering the future prospects of the

industry in which these debtors operate at, (i.e. the Group will

consider the pre-sale plan of the property project held by joint

ventures or associates, where applicable), the Group does not

consider there is any significant risk of default or the loss given

default is minimal and does not expect any losses from non-

performance by these debtors and accordingly, no impairment

was recognised in respect of the amounts due from non-

controlling shareholders, joint ventures, associates and related

parties.

The credit risk on liquid funds is low because the

counterparties are banks with high credit ratings assigned

by international credit-rating agencies or state-owned

banks in the PRC. The management of the Company

considers the probability of default is negligible on the

basis of high credit-rating issuers during both years.

There has been no significant changes to estimation

techniques or assumptions were made during the current

year.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

信貸風險及減值評估（續）

於二零一八年十二月三十一日，就總賬面值分別為人民幣1,924,264,000

元、人民幣1,412,873,000元及人民幣48,292,000元的應收非控股股東、

合營企業及聯營公司款項，本集團按12個月預期信貸虧損計量虧損撥備。

本集團已根據歷史結算記錄對可收回性作出定期評估及單獨評估並就前瞻性資料作出調整。經計及由非控股股東、合營企業及聯營公司（如適用）持有的資產，鑑於該等交易對手方強大的財務能力及考慮到該等交易對手方經營所屬行業的未來前景，如管理層將考慮合營企業或聯營公司持有的物業項目之售前計劃（如適用），鑑於違約的可能性甚微及預期不會出現因該等交易對手方不履約產生的任何虧損，本集團將不會考慮任何違約風險或虧損，及因此，並無就應收非控股股東、合營企業、聯營公司及關連公司款項確認減值。

由於交易對手方均為獲得國際評級機構給予高信貸評級的銀行或中國國有銀行，因此流動資金的信貸風險較低。本公司管理層認為，根據兩個年度發行人的高信貸評級，違約的可能性微乎其微。

於本年度所作估計技術或假設並無重大變動。

– F-614 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 345

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Credit risk and impairment assessment (continued)

The concentration of credit risk in respect of trade receivables is minimal, of which the single largest customer as at year ended 31 December 2017 represents approximately 19%. No other customers represent more than 5% of the total trade receivables as at 31 December 2018 and 2017.

The Group also exposes to concentration of credit risk in respect of amounts due from non-controlling shareholders of subsidiaries, associates and joint ventures at the amounts of RMB448,216,000 (2017: RMB287,327,000), RMB26 ,408 ,0 0 0 ( 2017 : RMB43 ,30 0 ,0 0 0 ) and RMB441,825,000 (2017: RMB376,453,000), respectively. The executive directors of the Company continue to monitor and assess the financial status of the counterparties, and they believe the exposure to credit risk on these balances is not significant as the counterparties are of good financial position.

As at 31 December 2018, other than those financial assets whose carrying amounts best represent the maximum exposure to credit risk, 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 counterparties and financial guarantees provided by the Group is arising from the amount of contingent liabilities in relation to financial guarantees provided by the Group.

For financial guarantee contracts, the maximum amount that the Group has guaranteed under the respective contracts was RMB53,604,473,000 as at 31 December 2018. At the end of the reporting period, the directors of the Company have performed impairment assessment, and concluded that there has been no significant increase in credit risk since initial recognition of the financial guarantee contracts. Details of the financial guarantee contracts are set out in note 52.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

信貸風險及減值評估（續）

有關貿易應收款的信貸風險集中性較低，其中截至二零一七年十二月三十一日止年度單一最大客戶佔約19%。於二零一八年及二零一七年十二月三十一日，概無其他客戶佔貿易應收款總額的5%以上。

本集團亦就應收附屬公司非控股股東、聯營公司及合營企業款項分別為人民幣448,216,000元（二零一七年：人民幣287,327,000元）、人民幣26,408,000元（二零一七年：人民幣43,300,000元）及人民幣441,825,000元（二零一七年： 人民幣376,453,000元）而面臨集中信貸風險。本公司執行董事將繼續監察及評估交易對手方的財務狀況，因交易對手方的財務狀況良好，彼等認為該等結餘的信貸風險並不重大。

於二零一八年十二月三十一日，除賬面值最能代表所面臨最大信貸風險的該等金融資產外，本集團面臨的最大信貸風險將會因交易對手方未能履行義務造成本集團的財務虧損以及本集團提供的財務擔保來自與本集團提供財務擔保相關的或然負債金額。

就財務擔保合同而言，於二零一八年十二月三十一日，本集團就各合同擔保的最高金額為人民幣53,604,473,000元。於報告期末，本公司董事已進行減值評估，並認為自初次確認財務擔保合約起信貸風險並無重大增加。財務擔保合同的詳情載於附註52。

– F-615 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

346 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Liquidity risk

The Group’s objective is to maintain a balance between

continuity of funding and the flexibility through the use

of borrowings. The executive directors of the Company

closely monitor the liquidity position and its compliance

with lending covenants and expect to have adequate

sources of funding to finance the Group’s property

projects and operations.

The following tables detail the Group’s remaining

contractual maturity for its non-derivative financial

liabilities. For non-derivative financial liabilities, the tables

have been drawn up based on the undiscounted cash

flows of financial liabilities based on the earliest date on

which the Group can be required to pay. The tables include

both interest and principal cash flows. To the extent that

interest flows are floating rate, the undiscounted amount

is derived from interest rate at the end of the reporting

period.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險

本集團之目標乃透過使用借款，維持資金的連續性與靈活性之間的平衡。本公司執行董事密切監測流動資金狀況及其遵守借貸契約，並預期擁有充足的資金來源以為本集團的項目及營運提供資金。

下表詳列本集團非衍生金融負債的剩餘合約到期時間。就非衍生金融負債而言，該表乃以金融負債未貼現現金流量及本集團可能被要求償還的最早日期為基準編製。表格中包括利息及本金之現金流量。倘利率為浮息，未貼現金額則於報告期末衍生自利率。

– F-616 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 347

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Liquidity risk (continued)

Liquidity tables

Weighted

average

interest rate

On demand

or less

than 60

days

61-180

days

181-365

days

1-2

years

2-5

years Over 5 year

Total

undiscounted

cash flow

Total

carrying

amount at

31/12/2018

加權平均利率

按要求或於60日內 61至180日 181至365日 一至兩年 兩至五年 五年以上

合計未貼現現金流量

合計賬面值

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

2018 二零一八年Trade and other payables 貿易及其他應付款 – 7,097,602 6,083,659 5,069,716 1,419,520 608,365 – 20,278,862 20,278,862

Other payables – current 其他應付款－流動 14.00% 37,032 – – – – – 37,032 36,188

Other payable – non-current 其他應付款－非流動 7.05% 5,920 11,840 17,759 518,601 – – 554,120 503,810

Amounts due to joint ventures 應付合營企業款項 – 1,502,017 – – – – – 1,502,017 1,502,017

Amounts due to joint ventures 應付合營企業款項 12.00% 18,000 926,384 – – – – 944,384 900,000

Amounts due to non-controlling

shareholders of subsidiaries

應付附屬公司非控股

股東款項 – 2,352,730 – – – – – 2,352,730 2,352,730

Amount due to an associate 應付一間聯營公司款項 – 49 – – – – – 49 49

Bank and other borrowings 銀行及其他借款 7.92% 8,464,038 6,089,805 6,962,769 16,409,828 6,377,419 – 44,303,859 40,751,350

Loans from non-controlling

shareholders of subsidiaries

來自附屬公司 非控股股東的貸款 12.14% 34,334 68,668 632,727 1,200,332 – – 1,936,061 1,696,630

Senior notes and bonds 優先票據及債券 7.28% 103,670 2,006,399 3,475,885 6,553,579 7,129,891 – 19,269,424 16,970,161

Financial guarantees 財務擔保 – 53,604,473 – – – – – 53,604,473 –

73,219,865 15,186,755 16,158,856 26,101,860 14,115,675 – 144,783,011 84,991,797

Obligation under finance leases 融資租賃承擔 5.83% 13,834 13,834 27,668 55,335 166,006 83,003 359,680 299,761

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險（續）

流動資金表

– F-617 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

348 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Liquidity risk (continued)

Liquidity tables (continued)

Weighted

average

interest rate

On demand

or less

than 60

days

61-180

days

181-365

days

1-2

years

2-5

years

Over 5

years

Total

undiscounted

cash flow

Total

carrying

amount at

31/12/2017

加權平均利率

按要求或於60日內 61至180日 81至365日 一至兩年 兩至五年 五年以上

合計未貼現現金流量

合計賬面值

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

2017 二零一七年Trade and other payables 貿易及其他應付款 – 6,077,395 4,018,543 3,348,786 347,070 99,163 – 13,890,957 13,890,957

Other payables – non-current 其他應付款－非流動 9.11% 9,055 18,110 27,559 561,079 530,919 – 1,146,722 1,042,259

Amounts due to joint ventures 應付合營企業款項 – 227,332 – – – – – 227,332 227,332

Amounts due to non-controlling

shareholders of subsidiaries

應付附屬公司非控股 股東款項 – 609,591 – – – – – 609,591 609,591

Amount due to an associate 應付一間聯營公司款項 – 20 – – – – – 20 20

Bank and other borrowings 銀行及其他借款 7.14% 2,918,972 3,673,973 7,254,546 10,216,068 6,368,113 – 30,431,672 27,794,316

Loans from non-controlling 來自附屬公司 shareholders of subsidiaries 非控股股東的貸款 9.25% 180,341 330,912 66,768 1,532,214 295,871 – 2,406,106 2,124,980

Senior notes and bonds 優先票據及債券 6.91% 91,365 1,818,694 5,981,807 1,917,732 4,121,875 – 13,931,473 12,575,445

Financial guarantees 財務擔保 – 31,092,050 – – – – – 31,092,050 –

41,206,121 9,860,232 16,679,466 14,574,163 11,415,941 – 93,735,923 58,264,900

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險（續）

流動資金表（續）

– F-618 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 349

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Liquidity risk (continued)

Liquidity tables (continued)

The amounts included above for financial guarantee

contracts are the maximum amounts the Group could

be required to settle under the arrangement for the full

guaranteed amount if that amount is claimed by the

counterparty to the guarantee. Based on expectations

at the end of the reporting period, the Group considers

that it is more likely than not that no amount will be

payable under the arrangement. However, this estimate

is subject to change depending on the probability of the

counterparty claiming under the guarantee which is a

function of the likelihood that the financial receivables held

by the counterparty which are guaranteed suffer credit

losses.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險（續）

流動資金表（續）

上文披露的財務擔保合同款項為擔保交易對手方申索款項時，本集團可能須根據安排結清全數擔保金額的最高金額。根據於報告期末的預期，本集團認為，較有可能毋須根據安排支付任何款項。然而，該項估計依交易對手方根據擔保提出索償的可能性而變動，此乃由交易對手方所持有獲擔保的財務應收款遭受信貸損失的可能性之一個機制。

– F-619 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

350 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(b) Financial risk management objectives and

policies (continued)

Liquidity risk (continued)

Liquidity tables (continued)

The amounts included above for variable interest rate

instruments for non-derivative financial liabilities are

subject to change if changes in variable interest rates differ

from those estimates of interest rates determined at the

end of the reporting period.

(c) Fair value measurement of financial

instruments

Some of the Group’s financial assets and financial

liabilities are measured at fair value at the end of each

reporting period. The following table gives information

about how the fair values of these financial assets and

financial liabilities are determined (in particular, the

valuation(s) and inputs used), as well as the level of the fair

value hierarchy into which the fair value measurements

are categorised (level 1 to 3) based on the degree to which

the inputs to the fair value measurements is observable.

47. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險（續）

流動資金表（續）

倘浮動利率變化與於報告期末釐定之利率估計有別，則上述所包含非衍生金融負債的浮動利率工具的金額亦會變動。

(c) 金融工具的公平值計量

本集團部分金融資產及金融負債於各報告期末按公平值計量。下表提供該等金融資產及金融負債的公平值如何釐定（尤其是使用的估值及輸入數據）與公平值等級（公平值計量根據公平值計量輸入數據的可觀察程度劃分為多個類別（第一至三級））之資料。

– F-620 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 351

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(c) Fair value measurement of f inancial

instruments (continued)

Fair value as at 31 December Fair value Valuation techniques

於十二月三十一日的公平值 hierarchy and key inputs

Financial assets 2018 2017 估值技巧及金融資產 二零一八年 二零一七年 公平值等級 主要輸入數據

RMB’000 RMB’000

Equity instruments at FVTOCI

按公平值計入其他全面收益之股本工具

31,465 – Level 3

第3級Market approach considers

comparable company enterprise

value and discount for lack of

marketability.

市場法就缺乏市場考慮可資比較公司企業價值及貼現。

Foreign currency forward

contracts classified

as derivative financial

instruments in the

consolidated statement of

financial position

綜合財務狀況表中分類為衍生 金融工具的外匯遠期合約

Assets:

–

資產：－

Assets:

4,377

資產：4,377

Level 2

第二級Forward pricing model

The valuation is estimated based

on the difference between the

predetermined forward rate and

the market forward rate at the

expiring date of the contracts at

the valuation date.

遠期定價模型估值於估值日期基於預定遠期匯率與

合約到期日的市場遠期匯率之間的

差額估計。

47. 金融工具（續）

(c) 金融工具的公平值計量（續）

– F-621 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

352 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Fair value as at 31 December Fair value Valuation techniques

於十二月三十一日的公平值 hierarchy and key inputs

Financial assets 2018 2017 估值技巧及金融資產 二零一八年 二零一七年 公平值等級 主要輸入數據

RMB’000 RMB’000

Financial assets at FVTPL

指按公平值計入損益之金融資產524,400 200,000 Level 3

第3級Discounted cash flow. Future

cash flows are estimated based

on expected return, and the

contracted investment costs,

discounted at a rate that reflects

the internal rate of return of the

underlying investments.

現金流折現。未來現金流量根據預期收益及合約投資成本進行估計，按照反映各項相關投資內部收益率的折現率計算。

Structured deposits

結構性存款1,328,000 – Level 2

第2級Discounted cash flow. Future cash

flows are estimated based on

expected return.

現金流折現。未來現金流量根據預期收益估計。

47. Financial Instruments (continued)

(c) Fair value measurement of financial

instruments (continued)

47. 金融工具（續）

(c) 金融工具的公平值計量（續）

– F-622 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 353

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

47. Financial Instruments (continued)

(c) Fair value measurement of f inancial

instruments (continued)

The following table presents the reconciliation of Level 3

measurements of financial assets throughout the year:

Equity

instrument

at FVTOCI

Financial

assets

at FVTPL

按公平值計入其他全面收益的股本工具

按公平值計入損益的金融資產

RMB’000 RMB’000

人民幣千元 人民幣千元

At 1 January 2017 於二零一七年一月一日 – –

Acquired by acquisition of subsidiaries 收購附屬公司購得 – 200,000

At 31 December 2017 於二零一七年十二月三十一日 – 200,000

Additions 添置 31,465 300,000

Change in fair value 公平值變動 – 24,400

At 31 December 2018 於二零一八年十二月三十一日 31,465 524,400

Except for the senior notes and bonds with fair value

disclosed in note 43, financial assets at FVTPL and

structured deposits disclosed in note 34 and the

derivative financial instruments disclosed in note 35, the

management of the Group consider that the carrying

amounts of the other financial assets and financial

liabilities recorded at amortised cost in the consolidated

financial statements approximate their fair values at the

end of the reporting period.

The fair value of financial assets and financial liabilities

(other than financial assets at FVTPL, structured deposits,

derivative financial instruments and senior notes and

bonds) of the Group is determined in accordance with

generally accepted pricing models based on discounted

cash flow analysis.

除披露於附註43優先票據及債券公平值、披露於附註34按公平值計入損益之金融資產及結構性存款以及披露於附註35衍生金融工具外，本集團管理層認為，於報告期末，按攤銷成本於綜合財務報表中列賬的其他金融資產及金融負債的賬面值與其公平值相若。

本集團金融資產及金融負債（除按公平值計入損益之金融資產、結構性存款、衍生金融工具和優先票據及債券外）的公平值根據普遍接納的定價模式，以現金流量貼現分析釐定。

47. 金融工具（續）

(c) 金融工具的公平值計量（續）

下表載列年內金融工具第三級計量的對賬。

– F-623 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

354 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries

For the year ended 31 December 2018

The Group acquired following subsidiaries at a total

consideration of RMB10,134,511,000. The principal

activities of acquired subsidiaries are engaged in

property development, which held parcels of land but

without significant process at the date of the acquisition.

Therefore, in the opinion of the executive directors of

the Company, these transactions are accounted for as

acquisition of assets and liabilities through acquisition of

subsidiaries

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Qingdao Shengshi Jiade Business Qingdao, the PRC February 80% 363,514

Development Co., Ltd)

青島盛世嘉德商業發展有限公司 中國青島 二月

(Hunan Chenqi Zhigu Technology Hunan, the PRC March 100% 121,267

Development Co., Ltd)

湖南省晨啟智穀科技發展有限公司 中國湖南 三月

(Qingyuan Hechuang Taifu Real Estate Guangdong, the PRC January 100% 318,340

Development Co., Ltd)

清遠市合創泰富房地產開發有限公司 中國廣東 一月

48. 收購附屬公司

(a) 透過收購附屬公司而收購資產及負債

截至二零一八年十二月三十一日止年度

本集團以總代價人民幣10,134,511,000元收購下列附屬公司。所收購附屬公司的主要業務是從事物業發展，該等公司在收購日期持有地塊但並無重大進程。因此，本公司執行董事認為，該等收購附屬公司的交易為視作資產及負債收購。

– F-624 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 355

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Guanghan Dingxing Real Estate Co., Ltd) Sichuan, the PRC April 100% 386,800

廣漢鼎興置業有限公司 中國四川 四月

(Huizhou Qingda Real Estate Co., Ltd) Guangdong, the PRC May 60% 50,854

惠州慶達房地產有限公司 中國廣東 五月

(Fujian Zhilifang Real Estate Development Co., Ltd) Fujian, the PRC January 100% 117,874

福建置立方地產發展有限公司 中國福建 一月

(Kunming Ya Li Tai Trading Co., Ltd) Yunnan, the PRC April 51% 255,000

昆明亞利泰商貿有限責任公司 中國雲南 四月

(Zhuhai Bonded Area Qi Heng Logistics Co., Ltd) Guangdong, the PRC April 60% 51,239

珠海保稅區啟恒物流有限公司 中國廣東 四月

(Shaanxi Hengtai Real Estate Development Co., Ltd) Shaanxi, the PRC April 50% 25,000

(note i)

陝西恒泰房地產發展有限責任公司（附註i） 中國陝西 四月

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-625 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

356 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Chongqing Aojiao Real Estate Co., Ltd) Chongqing, the PRC May 100% 356,000

重慶奧驕房地產開發有限公司 中國重慶 五月

(Dangshan Colorful World Real Estate Anhui, the PRC January 100% 475,000

Development Co., Ltd)

碭山縣七彩世界房地產開發有限公司 中國安徽 一月

(Chongqing Boang Real Estate Co., Ltd) Chongqing, the PRC January 100% 210,915

重慶博昂置業有限公司 中國重慶 一月

(Foshan Nanhai Jiamei Real Estate Co., Ltd) Guangdong, the PRC May 100% 618,539

佛山市南海嘉美置業有限公司 中國廣東 五月

(Guiping Zhonglian Investment Development Guangxi, the PRC June 60% 261,225

Co., Ltd)

桂平市中聯投資發展有限公司 中國廣西 六月

(Chongqing Bijin Real Estate Development Chongqing, the PRC June 100% 537,719

Co., Ltd)

重慶市碧津房地產開發有限公司 中國重慶 六月

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-626 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 357

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Zhengzhou Qidi Real Estate Co., Ltd) Henan, the PRC June 85% 495,090

鄭州啟迪置業有限公司 中國河南 六月

(Sichuang Zhongsheng Jiuding Real Estate Sichuan, the PRC July 100% 170,000

Co., Ltd) 中國四川 七月四川中盛九鼎置業有限公司

(Enping Jinsheng Real Estate Development Guangdong, the PRC October 70% 45,288

Co., Ltd)

恩平進升房地產開發有限公司 中國廣東 十月

(Enping Huajing Real Estate Development Guangdong, the PRC October 70% 45,288

Co., Ltd)

恩平華璟房地產開發有限公司 中國廣東 十月

(Hefei Qianhai Hanhua Real Estate Co., Ltd) Anhui, the PRC August 100% 20,000

合肥前海漢華置業有限公司 中國安徽 八月

Finest Gold Global Limited BVI July 100% 600,752

英屬處女群島 七月

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-627 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

358 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

Capital Benefit Limited Hong Kong July 100% N/A

益本有限公司 香港 七月 不適用

(Chengdu Xinxinan Real Estate Development Sichuan, the PRC July 100% 295,953

Co., Ltd)

成都新西南房地產有限公司 中國四川 七月

(Chongqing Tiantou Industrial Co., Ltd) Chongqing, the PRC July 100% 222,136

重慶天投實業有限公司 中國重慶 七月

(Alading Zhihui Town (Zhangjiakou) Real Hebei, the PRC August 80% 80,000

Estate Development Co., Ltd)

阿拉丁智匯城房地產開發（張家口）有限公司 中國河北 八月

(Hengyang Shi’an Real Estate Development Hunan, the PRC August 100% 206,872

Co., Ltd)

衡陽市世安房地產開發有限公司 中國湖南 八月

(Huizhou Tianxiang Real Estate Development Guangdong, the PRC September 70% 580,102

Co., Ltd)

惠州市天翔房地產開發有限公司 中國廣東 九月

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-628 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 359

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Zhuahai Taorui Investment Development Guangdong, the PRC October 73% 371,328

Co., Ltd)

珠海韜睿投資發展有限公司 中國廣東 十月

(Zhuhai Minshang Internet Finance Building Guangdong, the PRC October 60% N/A

Development Co., Ltd) (note ii)

珠海民商互聯網金融大廈開發有限公司 中國廣東 十月 （附註 ii） 不適用

(Zhanjiang Dongsheng Environmental Guangdong, the PRC August 60% 15,000

Protection Biodiesel Technology Co., Ltd)

湛江市東昇環保生物柴油科技有限公司 中國廣東 八月

(Baoding Ruiheng Real Estate Development Hebei, the PRC August 51% 13,529

Co., Ltd)

保定市銳恒房地產開發有限公司 中國河北 八月

(Shaanxi Wanyi Real Estate Co., Ltd) Shaanxi, the PRC October 100% 420,780

陝西萬怡置業有限公司 中國陝西 十月

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-629 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

360 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Xi’an Yijingyuan Real Estate Development Shaanxi, the PRC August 100% 257,754

Co., Ltd)

西安市怡景苑房地產開發有限公司 中國陝西 八月

(Chengdu Hongmao Industrial Co., Ltd) Sichuan, the PRC October 100% 498,710

成都宏懋實業有限公司 中國四川 十月

(Foshan Junyu Real Estate Co., Ltd) Guangdong, the PRC July 51% 3,122

佛山市鈞裕置業有限公司 中國廣東 七月

(Guangzhou Aoyuan Jintai Real Estate Co., Ltd) Guangdong, the PRC September 51% 10,408

廣州奧園錦泰置業有限公司 中國廣東 九月

(Jiangmen Pengjiang Baishi Yonghao Real Guangdong, the PRC September 43% N/A

Estate Development Co., Ltd) (note iii)

江門市蓬江區白石永灝地產開發有限公司 中國廣東 九月 （附註 iii） 不適用

(Xingtai Hongzheng Real Estate Development Hebei, the PRC December 60% 15,000

Co., Ltd)

邢臺宏正房地產開發有限責任公司 中國河北 十二月

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-630 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 361

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Hubei Yilong Urbanization Construction Hubei, the PRC December 51% 31,225

Co., Ltd)

湖北翼龍城鎮化建設有限公司 中國湖北 十二月

(Changde Jinsu Real Estate Co., Ltd) Hunan, the PRC December 35% 70,000

(note iv)

常德市金粟置業有限責任公司 中國湖南 十二月 （附註 iv）

(Tianjin Wuyi Sunshine Investment Tianjin, the PRC December 100% 1,344,490

Development Co., Ltd)

天津市五一陽光投資發展有限公司 中國天津 十二月

(Anji Yinrui Real Estate Development Co., Ltd/ Zhejiang, the PRC December 100% 172,398

Anji Yinkai Real Estate Co., Ltd/ 中國浙江 十二月Anji Yinsheng Estate Co., Ltd)

安吉銀瑞房地產開發有限公司╱安吉銀凱置業有限公司╱安吉銀盛置業有限公司

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

– F-631 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

362 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Notes

(i): Shaanxi Hengtai Real Estate Development Co., Ltd (“Shaanxi Hengtai”) is a subsidiary of the Group although the Group only holds 50% equity interest in Shaanxi Hengtai. The Company holds Shaanxi Hengtai indirectly through Guangzhou Tai Fu Property Company Limited, a 100% subsidiary of the Company who holds a 50% equity interest in Shaanxi Hengtai. The board of directors of Shaanxi Hengtai comprise 3 directors. The Group has the power to appoint 2 directors in Shaanxi Hengtai and the relevant activities of Shaanxi Hengtai require over 50% of directors approval. The directors concluded that the Group has sufficiently dominant voting interest to direct the relevant activities of Shaanxi Hengtai and therefore the Group has control over Shaanxi Hengtai.

(ii): Zhuhai Minshang Internet Finance Building Development Co., Ltd is 82%-owned subsidiary held by Zhuhai Taorui Investment Development Co., Ltd. The effective equity interest held by the Group is 60%.

(iii) Jiangmen Pengjiang Baishi Yonghao Real Estate Development Co., Ltd is 85%-owned subsidiary held by Guangzhou Aoyuan Jintai Real Estate Co., Limited, the effective equity interest held by the Group is 43%.

(iv): Changde Jinsu Real Estate Co., Ltd (“Changde Jinsu”) is a subsidiary of the Group although the Group holds 35% equity interest in Changde Jinsu. The Company holds Changde Jinsu indirectly through Hunan Aoyuan Real Estate Development Company Limited, a 100% subsidiary of the Company who holds a 35% equity interest in Changde Jinsu. The board of directors of Changde Jinsu comprise 3 directors. The Group has the power to appoint 2 directors in Changde Jinsu and the relevant activities of Changde Jinsu require 2/3 or above of directors approval. The directors concluded that the Group has sufficiently dominant voting interest to direct the relevant activities of Changde Jinsu and therefore the Group has control over Changde Jinsu.

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

附註

(i): 雖然本集團於陝西恒泰房地產發展有限責任公司（「陝西恒泰」）僅持有50%股權，陝西恒泰為本集團的附屬公司。本公司透過廣州泰富置業有限公司（本公司的全資附屬公司，其持有陝西恒泰50%股權）間接持有陝西恒泰。陝西恒泰的董事會由3名董事組成。本集團有權在陝西恒泰任命2名董事，而陝西恒泰的相關業務活動需取得50%以上董事的批准。董事認為，本集團擁有足夠的主導投票權指導陝西恒泰的相關業務活動，因此本集團對陝西恒泰擁有控制權。

(ii): 珠海民商互聯網金融大廈開發有限公司乃由珠海韜睿投資發展有限公司持有82%之附屬公司，本集團持有其60%的實際股權。

(iii): 江門市蓬江區白石永灝地產開發有限公司乃由廣州奧園錦泰置業有限公司持有85%之附屬公司，本集團持有其43%的實際股權。

(iv): 雖然本集團於常德金粟置業有限公司（「常德金粟」）僅佔35%股權，常德金粟為本集團的附屬公司。本公司透過湖南奧園房地產開發有限公司（本公司的全資附屬公司，其持有常德金粟35%股權）間接持有常德金粟。常德金粟的董事會由3名董事組成。本集團有權在常德金粟任命2名董事，而常德金粟的相關業務活動需取得三分之二或以上董事的批准。董事認為，本集團擁有足夠的主導投票權指導常德金粟的相關業務活動，因此本集團對常德金粟擁有控制權。

– F-632 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 363

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

These transactions were accounted for as purchases of

assets and liabilities. Details are summarised below:

RMB’000

人民幣千元

Consideration transferred: 已轉讓之代價：

Cash consideration paid in current year 年內已付現金代價 7,547,134

Deposits paid in prior years 於往年支付之按金 716,990

Consideration payable due within one year included

in trade and other payables (note 37)

計入貿易及其他應付款於一年內 到期應付之代價（附註37） 1,870,387

10,134,511

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

該等交易作為購入資產及負債入賬。詳情概述如下：

– F-633 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

364 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Assets acquired and liabilities recognised at dates of

acquisitions are as follows:

RMB’000

人民幣千元

Property, plant and equipment (note 14) 物業、廠房及設備（附註14） 17,162

Investment properties (note 16) 投資物業（附註16） 703,900

Deferred tax assets (note 22) 遞延稅項資產（附註22） 39,147

Properties for sale 可供銷售物業 20,157,132

Trade and other receivables 貿易及其他應收款 582,276

Amounts due from non-controlling shareholders 應收非控股股東款項 5,000

Tax recoverable 可收回稅項 79,457

Bank balances and cash 銀行結餘及現金 1,878,366

Trade and other payables 貿易及其他應付款 (5,902,174)

Contract liabilities 合同義務 (2,951,005)

Bank and other borrowings due within one year 於一年內到期的銀行及其他借款 (482,080)

Bank and other borrowings due over one year 於一年後到期的銀行及其他借款 (998,178)

Amounts due to non-controlling shareholders 應付非控股股東款項 (1,026,817)

Deferred tax liabilities 遞延稅項負債 (106,235)

11,995,951

Less: Non-controlling interests 減：非控股權益 (1,861,440)

10,134,511

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

於收購日期購入的資產及確認的負債如下：

– F-634 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 365

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Net cash outflow of cash and cash equivalents in respect

of the above acquisitions:

RMB’000

人民幣千元

Bank balances and cash of the subsidiaries acquired 所收購附屬公司的銀行結餘及現金Cash consideration paid in current period 本期間已付現金代價 (7,547,134)

Less: cash and cash equivalent balances acquired 減：已收購現金及現金等價物結餘 1,878,366

(5,668,768)

For the year ended 31 December 2017

The Group acquired following subsidiaries at a total

consideration of RMB8,784,022,000. The principal

activities of acquired subsidiaries are engaged in

property development, which held parcels of land but

without significant process at the date of the acquisition.

Therefore, in the opinion of the executive directors of

the Company, these transactions are accounted for as

acquisition of assets and liabilities through acquisition of

subsidiaries

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一八年十二月三十一日止年度（續）

有關上述收購之現金及現金等價物之現金流出淨額：

截至二零一七年十二月三十一日止年度

本集團以總代價人民幣8,784,022,000元收購下列附屬公司。所收購附屬公司的主要業務是從事物業發展，該等公司在收購日期持有地塊但並無重大進程。因此，本公司執行董事認為，該等收購附屬公司的交易為視作資產及負債收購。

– F-635 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

366 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Foshang Nanhai Hengde Shengjia Property Foshan, the PRC January 100% 460,000

Development Co., Ltd.)

佛山市南海恒德勝嘉置業有限公司 中國佛山市 一月

(Shenzhen Qiuming Investment Development Shenzhen, the PRC February 100% 984,934

Co., Ltd.)

深圳市秋銘投資發展有限公司 中國深圳市 二月

(Ningbo Haituo Property Development Co., Ningbo, the PRC January 100% 673,114

Ltd./Ningbo Tianpai Property Development

Co., Ltd./Ningbo Disai Qianfeng

Property Development Co., Ltd.)

寧波海拓置業有限公司╱ 中國寧波市 一月 寧波天派置業有限公司╱ 寧波迪賽前豐置業有限公司

(Zhongshan Sanxiang Hongtai Real Estate Zhongshan, the PRC March 100% 50,000

Development Co., Ltd.)

中山市三鄉鎮宏泰房地產開發有限公司 中國中山市 三月

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一七年十二月三十一日止年度（續）

– F-636 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 367

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Zhongshan Jinzhuan Yonggu Property Zhongshan, the PRC March 77% 179,254

Development Co., Ltd.)

中山市金磚永固置業發展有限公司 中國中山市 三月

(Huizhou Dayawan Fanglimei Investment Co., Ltd.) Huizhou, the PRC April 70% 84,772

惠州大亞灣房利美投資有限公司 中國惠州市 四月

(Beijing Xishui Garden Property Management Beijing, the PRC April 100% 646,407

Co., Ltd.)

北京市溪水花園物業管理有限公司 中國北京市 四月

(Huizhou Yuangu Industrial Co., Ltd.) Huizhou, the PRC April 100% 151,050

惠州市元谷實業有限公司 中國惠州市 四月

(Xiangtan Xingzhou Property Development Xiangtan, the PRC April 100% 171,163

Co., Ltd.)

湘潭星舟置业有限責任公司 中國湘潭市 四月

(Fujian Huali Weiye Property Development Quanzhou, the PRC May 100% 145,901

Co., Ltd.)

福建省華力偉業置地有限公司 中國泉州市 五月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一七年十二月三十一日止年度（續）

– F-637 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

368 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Zhuhai Haichen Investment Co., Ltd.) Zhuhai, the PRC May 80% 224,000

珠海市海辰投資有限公司 中國珠海市 五月

(Huizhou Ganghong Real Estate Development Huizhou, the PRC June 51% 10,408

Co., Ltd.)

惠州市崗宏房地產開發有限公司 中國惠州市 六月

(Jiaxing Xianghong Property Development Jiaxing, the PRC June 51% 52,050

Co., Ltd.)

嘉興市翔鴻置業有限公司 中國嘉興市 六月

(Huizhou Hengchuang Jianye Real Estate Huizhou, the PRC June 51% 1,040

Development Co., Ltd.)

惠州市恒創建業房地產開發有限公司 中國惠州市 六月

(Ningbo Yirongda Property Co., Ltd.) Ningbo, the PRC July 100% 138,835

寧波逸榮達置業有限公司 中國寧波市 七月

(Qingdao Xinghaiwan Property Co., Ltd.) Qingdao, the PRC September 80% 161,000

青島星海灣置業有限公司 中國青島市 九月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一七年十二月三十一日止年度（續）

– F-638 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 369

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Huizhou Huiyang Jindeming Industrial Co., Ltd.) Huizhou, the PRC July 70% 22,186

惠州市惠陽區金德明實業有限公司 中國惠州市 七月

(Zhuhai Laili Science and Technology Co., Ltd.) Zhuhai, the PRC October 70% 315,000

珠海來利科技有限公司 中國珠海市 十月

(Taxxing Aoxin Property Co., Ltd.) Taixing, the PRC September 51% 104,080

泰興市奧新置業有限公司 中國泰興市 九月

(Zhongshan Ruida Real Estate Co., Ltd.) Zhongshan, the PRC August 95% 102,720

中山市銳大房地產有限公司 中國中山市 八月

(Huizhou Hefu Real Estate Development Co., Ltd.) Huizhou, the PRC October 80% 243,540

惠州市合富地產開發有限公司 中國惠州市 十月

(Chengdu Huanmei Industrial Co., Ltd.) Chengdu, the PRC August 100% 354,000

成都環美置業有限公司 中國成都市 八月

(Huizhou Longyuan Real Estate Development Huizhou, the PRC October 100% 91,082

Co., Ltd.)

惠州龍圓房地產開發有限公司 中國惠州市 十月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一七年十二月三十一日止年度（續）

– F-639 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

370 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Qingdao Shengji Jinmao Construction Qingdao, the PRC December 80% 788,800

and Development Co., Ltd.)

青島盛季金茂建設發展有限公司 中國青島市 十二月

(Yueyang Dingxin Property Co., Ltd.) (note) Yueyang, the PRC November 40% 60,000

岳陽鼎信置業有限公司 中國岳陽市 十一月

(Huizhou Hongtaichang Industrial Co., Ltd.) Huizhou, the PRC October 100% 631,678

惠州市鴻泰昌實業有限公司 中國惠州市 十月

(Wuzhou Minghu Real Estate Development Wuzhou, the PRC December 51% 8,330

Co., Ltd.)

梧州市名湖房地產開發有限公司 中國梧州市 十二月

(Chenzhou Jialishen Real Estate Development Chenzhou, the PRC September 70% 233,340

Co., Ltd.)

郴州加利申房地產開發有限公司 中國郴州市 九月

(Chongqing Jingyang Real Estate Development Chongqing, the PRC July 80% 312,000

Co., Ltd.) (“Chongqing Jingyang”)

重慶勁揚房地產開發有限公司（「重慶勁揚」） 中國重慶市 七月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一七年十二月三十一日止年度（續）

– F-640 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 371

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Wuzhou Guihongda Real Estate Development Wuzhou, the PRC December 51% 52,040

Co., Ltd.)

梧州市桂宏達房地產開發有限公司 中國梧州市 十二月

(Chongqing Xinhongyang Industrial Co., Ltd.) Chongqing, the PRC December 65% 271,700

重慶新紅陽實業有限公司 中國重慶市 十二月

(Zhuhai Xiangtian Real Estate Development Zhuhai, the PRC July 90% 261,900

Co., Ltd.)

珠海市祥田房地產開發有限公司 中國珠海市 七月

(Tanshan Junhua Property Investment Co., Ltd.) Taishan, the PRC December 100% 388,300

臺山市君華置業投資有限公司 中國臺山市 十二月

(Dongguan Sujin Property Development Co., Ltd.) Dongguan, the PRC December 65% 138,000

東莞市塑金置業有限公司 中國東莞市 十二月

(Meizhou Huangjia Mingdian Development Meizhou, the PRC December 51% 10,408

Co., Ltd.)

梅州皇家名典房地產開發有限公司 中國梅州市 十二月

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一七年十二月三十一日止年度（續）

– F-641 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

372 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱ 註冊成立地點 收購完成時間收購股權百分比 代價

RMB’000

人民幣千元

(Dongguan Hehe Chenghui Real Estate Dongguan, the PRC December 95% 260,990

Development Co., Ltd.)

東莞市合和城輝房地產投資有限公司 中國東莞市 十二月

Note:

According to the Articles of Association, the Group has the power to appoint two out of three directors in the board of the company, and the boards of directors are responsible for relevant operating and financing decisions. Board resolutions need at least two-third of votes of directors. Therefore, Yueyang Dingxin Co., Ltd is accounted for as a subsidiary of the Group.

These transactions were accounted for as purchases of

assets and liabilities. Details are summarised below:

RMB’000

人民幣千元

Consideration transferred: 所轉讓代價： Cash consideration paid 已付現金代價 6,606,180

Deposits paid in prior years 過往年度已付訂金 130,000

Consideration payable due within one year 須於一年內支付的代價，計入 included in trade and other payables (note 37) 貿易及其他應付款（附註37） 2,047,842

8,784,022

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一七年十二月三十一日止年度（續）

附註：

根據公司章程細則規定，本集團有權委任本公司董事會三分之二的董事，董事會負責相關經營及財務決策。 董事會決議至少須三分之二的董事批准。因此，岳陽鼎信置業有限公司被視為本集團的附屬公司。

該等交易入賬列作為購買資產及負債。詳情概述如下：

– F-642 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 373

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

Assets acquired and liabilities recognised at dates of

acquisitions are as follows:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 25,290

Deferred tax assets 遞延稅項資產 1,252

Financial assets at FVTPL 按公平值計入損益之金融資產 200,000

Properties for sale 可供銷售物業 18,553,889

Trade and other receivables 貿易及其他應收款 1,510,291

Amounts due from non-controlling shareholders 應收非控股股東款項 282,100

Tax recoverable 可收回稅金 260,407

Bank balances and cash 銀行結餘及現金 1,552,509

Trade and other payables 貿易及其他應付款 (4,842,680)

Deposits received for sale of properties 就銷售物業已收取之按金 (5,777,251)

Tax liabilities 稅項負債 (35,803)

Bank and other borrowings due within one year 於一年內到期的銀行及其他借款 (675,161)

Bank and other borrowings due over one year 於一年後到期的銀行及其他借款 (716,252)

Loan from a non-controlling shareholder within

one year

於一年內到期來自一名非控股股東 的貸款 (200,000)

10,138,591

Less: Non-controlling interests 減：非控股權益 (1,354,569)

Net assets acquired 已收購資產淨值 8,784,022

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一七年十二月三十一日止年度（續）

於收購日期已收購資產及已確認負債：

– F-643 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

374 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through

acquisitions of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

Net cash outflow of cash and cash equivalents in respect

of the above acquisitions:

RMB’000

人民幣千元

Cash consideration paid 已付現金代價 (6,606,180)

Less: Bank balances and cash of the subsidiaries

acquired

減：收購附屬公司的銀行結餘 及現金 1,552,509

(5,053,671)

(b) Acquisition of business

For the year ended 31 December 2018

During the year ended 31 December 2018, the Group

acquired 上海奥園旅遊發展有限公司 (formerly known as

上海田野生態產業開发有限公司) and 上海江南田園休閒會所有限公司 at a total consideration of RMB128,875,000.

The aforesaid companies are engaged in hotel operation

and management of clubhouse in the PRC. At the time of

acquisition, the executive directors of the Company are

of the view that the acquisition constitutes businesses

acquisition. The transactions have been accounted for

using the purchase method accordingly. The following

companies were acquired so as to continue the expansion

of the Group’s business.

48. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）

截至二零一七年十二月三十一日止年度（續）

上述收購事項之現金及現金等價物的現金流出淨額：

(b) 收購業務

截至二零一八年十二月三十一日止年度

於截至二零一八年十二月三十一日止年度，本集團收購上海奧園旅遊發展有限公司（前稱為上海田野生態產業開發有限公司）及上海江南田園休閒會所有限公司，總代價為人民幣128,875,000元。上述公司在中國從事酒店營運及會所管理。於收購時，本公司執行董事認為收購事項構成業務收購。已使用購買方法對交易進行相應入賬。收購以下公司以繼續擴大本集團的業務。

– F-644 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 375

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)

For the year ended 31 December 2018 (continued)

RMB’000

人民幣千元

Consideration transferred: 所轉讓代價： Cash 現金 128,875

Acquisition-related costs were insignificant and have been

recognised as an expense in the current year and included

in the administrative expenses in the consolidated

statement of profit or loss and other comprehensive

income.

Assets acquired and liabilities recognised at date of

acquisition are as follows:

RMB’000

人民幣千元

Property, plant and equipment (Note 14) 物業、廠房及設備（附註14） 192,309

Trade and other receivables 貿易及其他應收款 2,085

Bank balances and cash 銀行結餘及現金 4,142

Inventories 存貨 735

Trade and other payables 貿易及其他應付款 (70,396)

Net assets acquired 所收購資產淨值 128,875

48. 收購附屬公司（續）

(b) 收購業務（續）

截至二零一八年十二月三十一日止年度（續）

與收購相關的成本並不重大，並於本期間確認為開支，並計入綜合損益及其他全面收益表的行政開支內。

於收購日期確認的所收購資產及負債如下：

– F-645 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

376 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)

For the year ended 31 December 2018 (continued)

Goodwill arising on acquisition:

RMB’000

人民幣千元

Consideration transferred 所轉讓代價 128,875

Less: fair value of net assets acquired 減：所收購資產淨值之公平值 (128,875)

Goodwill arising on acquisition 收購產生的商譽 –

Net cash outflow of cash and cash equivalents in respect

of the above acquisition:

RMB’000

人民幣千元

Cash consideration paid 已付現金代價 (128,875)

Less: Cash and cash equivalents balance acquired 減：所收購現金及現金等價物結餘 4,142

(124,733)

For the year ended 31 December 2017

The Group acquired following companies at a total

consideration of RMB179,438,000. At the time of

acquisition, the executive directors of the Company are

of the view that the acquisition constitutes businesses

acquisition. The transactions have been accounted for

using the purchase method accordingly. The following

companies were acquired so as to continue the expansion

of the Group’s business.

48. 收購附屬公司（續）

(b) 收購業務（續）

截至二零一八年十二月三十一日止年度（續）

收購產生的商譽：

截至二零一七年十二月三十一日止年度

本集團以總代價人民幣179,438,000

元收購下列公司。於收購時，本公司執行董事認為收購事項構成業務收購。已使用購買方法對交易進行相應入賬。收購以下公司以繼續擴大本集團的業務。

有關上述收購的現金及現金等價物現金流出淨額：

– F-646 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 377

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)

For the year ended 31 December 2017 (continued)

(i) On 30 November 2017, the Group acquired 51%

equity interest of 歌斐頌食品有限公司 Aficion

Food Company Limited (“Aficion”) through capital

injection of RMB176,938,000. Aficion is principally

engaged in the provision of chocolate production in

the PRC. Aficion holds 99.55% of equity interests

in 歌斐頌集團文化旅遊發展有限公司, Aficion Group

Cultural Tourism Development Co., Ltd. (“Aficion

Cultural Tourism”), which is principally engaged in

theme park business.

(ii) During 2017, the Group acquired 100% equity

interest of 深圳華中物業管理有限公司 Shenzhen

Huazhong Property Management Co. , Ltd.

(“Huazhong”) wi th cash cons idera t ion of

RMB2,500,000. Huazhong is principally engaged in

the provision of property management services in

the PRC.

RMB’000

人民幣千元

Consideration transferred: 所轉讓代價： Cash 現金 179,438

Acquisition-related costs were insignificant and have been

recognised as an expense in the current year and included in the

administrative expenses in the consolidated statement of profit

or loss and other comprehensive income.

48. 收購附屬公司（續）

(b) 收購業務（續）

截至二零一七年十二月三十一日止年度（續）

(i) 於二零一七年十一月三十日，本集團透過注資人民幣176,938,000元收購歌斐頌食品有限公司（「歌斐頌」）51%

的股權。歌斐頌主要於中國從事提供巧克力生產。歌斐頌持有歌斐頌集團文化旅遊發展有限公司（「歌斐頌文化旅遊」，主要從事主題公園業務）99.55%的股權。

(ii) 於二零一七年，本集團以現金代價人民幣2,500,000元收購深圳華中物業管理有限公司（「華中」）100%的股權。華中主要於中國從事提供物業管理服務。

與收購相關的成本並不重大，並於本年度確認為開支，並計入綜合損益及其他全面收益表的行政開支內。

– F-647 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

378 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)

For the year ended 31 December 2017 (continued)

Assets acquired and liabilities recognised at date of

acquisition are as follows:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 125,535

Intangible assets 無形資產 2,398

Trade and other receivables 貿易及其他應收款 30,857

Bank balances and cash 銀行結餘及現金 135,212

Inventories 存貨 18,095

Prepaid lease payments 預付租賃付款 67,919

Amounts due from a non-controlling shareholder 應收一名非控股股東款項 26,118

Trade and other payables 貿易及其他應付款 (19,609)

Bank borrowings within one year 一年內到期銀行借款 (85,000)

Deferred tax liabilities 遞延稅項負債 (3,253)

298,272

Less: Non-controlling interests 減：非控股權益 (145,987)

Net assets acquired 所收購資產淨值 152,285

The trade and other receivables acquired with a fair value

of RMB62,228,000 approximate its gross contractual

amount.

Goodwill arising on acquisition:

RMB’000

人民幣千元

Consideration transferred 所轉讓代價 179,438

Less: fair value of net assets acquired 減：所收購淨資產公平值 (152,285)

Goodwill arising on acquisition 收購產生的商譽 27,153

48. 收購附屬公司（續）

(b) 收購業務（續）

截至二零一七年十二月三十一日止年度（續）

於收購日期確認的所收購資產及負債如下：

所收購貿易及其他應收款公平值為人民幣62,228,000元的貿易及其他應收款與其合約總額相若。

收購產生的商譽：

– F-648 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 379

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

48. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)

For the year ended 31 December 2017 (continued)

The non-controlling interests arising from the acquisition

of non-wholly owned subsidiaries were measured by

reference to the proportionate share of the fair value of the

acquiree’s net identifiable assets at the acquisition date

and amounted to RMB145,987,000.

At the date of acquisition, goodwill of RMB27,153,000 has

been determined provisionally based on the acquiree’s

provisional fair value of net identifiable assets acquired.

Goodwill arose on the acquisition of subsidiaries because

this acquisition included the benefit of expected synergies

and the future profitability as at acquisition date.

Intangible assets of RMB2,398,000 in relation to the

acquisition of a subsidiary in relation to the provision of

property management services has been recognised by

the Group at the date of acquisition.

Net cash outflow of cash and cash equivalents in respect

of the above acquisition:

RMB’000

人民幣千元

Cash consideration paid 已付現金代價 (179,438)

Less: Bank balances and cash of the subsidiaries

acquired

減：所收購附屬公司的銀行結餘 及現金 135,212

(44,226)

48. 收購附屬公司（續）

(b) 收購業務（續）

截至二零一七年十二月三十一日止年度（續）

收購非全資附屬公司所產生之非控股權益乃參考於收購日期被收購方可識別資產淨值之公平值的比例人民幣145,987,000元計量。

於收購日期，人民幣27,153,000元的商譽乃根據被收購方所收購可識別淨資產的暫定公平值暫時釐定。商譽因收購附屬公司而產生，因是次收購包括預期協同效益以及收購日期的未來盈利能力。

本集團已於收購日期確認就收購一間提供物業管理服務的附屬公司而產生之無形資產人民幣2,398,000

元。

有關上述收購事項的現金及現金等價物的現金流入淨額：

– F-649 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

380 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

49. Acquisitions of Additional Interests in Subsidiaries

Name of subsidiary 附屬公司名稱

Place of

incorporation/

establishment

Equity

interest

held by the

Group before

acquisition

Equity

interest

held by the

Group after

acquisition

Total

consideration

注冊成立╱成立地點

收購前本集團持有的股權

收購後本集團持有的股權 總代價

RMB’000

人民幣千元

Chengdu Yihua 成都宜華 PRC 中國 53% 100% 700,700

Chongqing Xinhongyang 重慶新紅陽 PRC 中國 65% 85% 70,110

Chongqing Jingyang 重慶勁揚 PRC 中國 80% 100% 72,009

Huizhou Fanglimei 惠州房利美 PRC 中國 70% 100% 36,331

879,150

These acquisitions have been accounted for as equity

transactions and the total difference between the consideration

paid and the carrying amounts of the attributable non-controlling

interests acquired of RMB62,662,000 had been recognised

directly in other reserve.

49. 收購附屬公司的其他權益

該等收購已作為權益交易入賬，而已付代價及已收購非控股權益應佔的賬面值之間的總差額人民幣62,662,000元已直接於其他儲備中確認。

– F-650 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 381

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries

(a) Disposal of subsidiaries

For the year ended 31 December 2018

(i) During the year ended 31 December 2018, the

Group disposed of its 51% equity interest in 嘉興市翔鴻置业有限公司, Jiaxing Xianghong Property

Development Co., Ltd (“Jiaxing Xianghong”) at a

consideration of RMB52,050,000.

(ii) During the year ended 31 December 2018, the

Group disposed of its 51% equity interest in 歌斐頌食品有限公司 Aficion Food Co., Ltd (“Aficion”),

which holds 99.55% of equity interests in 歌斐頌集團文化旅遊發展有限公司, Aficion Group Cultural

Tourism Development Co., Ltd. (“Aficion Cultural

Tourism”), to an independent third party at a

consideration of RMB176,939,000.

(iii) During the year ended 31 December 2018, the

Group has entered into a cooperation agreement

wi th a non-cont ro l l ing shareho lder of the

subsidiaries, in which the Group disposed of its

29.1% effective equity interest in 廣州奧園盛譽置業有限公司 (“奧園盛譽”) to the non-controlling

shareholder of the subsidiaries, this results in a

dilution of the effective shareholding of the Group

from 100% to 70.9%.

50. 出售附屬公司

(a) 出售附屬公司

截至二零一八年十二月三十日止年度

(i) 截 至 二 零 一 八 年 十 二 月三十一日止年度，本集團按代價人民幣52,050,000元出售其於嘉興市翔鴻置業有限公司（「嘉興翔鴻」）的51%股權。

(ii) 截 至 二 零 一 八 年 十 二 月三十一日止年度，本集團按代價人民幣176,939,000元出售其於歌斐頌食品有限公司（「歌斐頌」，其持有歌斐頌集團文化旅遊發展有限公司（「歌斐頌文化旅遊」）99.55%

股權）的51%股權予一名獨立第三方。

(iii) 截 至 二 零 一 八 年 十 二 月三十一日止年度，本集團已與附屬公司一名非控股股東訂立合作協議，據此，本集團出售其於廣州奧園盛譽置業有限公司（「奧園盛譽」）29.1%實益股權予附屬公司的該非控股股東，這導致本集團的實際股權由100%減至70.9%。

– F-651 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

382 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

(iii) (continued)

Before December 2018, 奧園盛譽 was a wholly owned subsidiary of 廣東奧園商業地產集團有限公司 (“奧園商業地產”), a wholly owned subsidiary of the Group. Under the cooperation agreement signed in December 2018, 廣東奧園城市更新集團有限公司 (“奧園城市更新”), a subsidiary which is 51% held by 奧園商業地產 and 49% held by a non-controlling shareholder, will hold 39% of 奧園盛譽after capital injection. The non-controlling shareholder of 奧園城市更新 will directly hold 10% of 奧園盛譽 through capital injection to 奧園盛譽 at consideration of RMB3,921,000. As a result, the Group holds 70.9% effective interest of 奧園盛譽 through 奧園商業地產 and 奧園城市更新.

The transaction was accounted for as disposal of partial interest in a subsidiary resulting in loss of control and the interest in 奧園盛譽 is accounted for as a joint venture under IFRS 11 Joint Arrangement. The Group has the power to appoint one out of three directors, and all of the strategic financial and operating decisions must be approved by all of the joint venture partners with unanimous consent. Accordingly, 奧園盛譽 is accounted for as joint venture as at year end date.

(iv) During the year ended 31 December 2018, the Group disposed of its 100% equity interest in Nice More Investments Limited, which is a BVI incorporated company and holds 100% of equity interests in China Aoyuan International Development Ltd, to an independent third party at a consideration of USD100 (equivalent to RMB686).

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一八年十二月三十日止年度（續）

(iii) （續）

於二零一八年十二月之前，奧園盛譽為本集團全資附屬公司廣東奧園商業地產集團有限公司（「奧園商業地產」）的全資附屬公司。於二零一八年十二月簽署合作協議後，廣東奧園城市更新集團有限公司（「奧園城市更新」，一間由奧園商業地產持有51%及由一名非控股東持有49%的附屬公司）將於注資後持有奧園盛譽39%。奧園城市更新的非控股股東將透過向奧園盛譽注資代價人民幣3,921,000元直接持有奧園盛譽的10%。因此，本集團將透過奧園商業地產及奧園城市更新持有奧園盛譽實益股權70.9%。

交易將作為出售一間附屬公司部分權益導致失去控制權入賬及於奧園盛譽的權益根據國際財務報告準則第11號共同安排作為合營企業入賬。本集團有權委任三名董事中的一名及所有的策略、財務及經營決定必須獲得所有合營合夥人的一致同意。因此，奧園盛譽於年結日按合營企業入賬。

(iv) 截 至 二 零 一 八 年 十 二 月三十一日止年度，本集團按代價100美元（等於人民幣686元）出售其於Nice More Investments Limited（ 其 為於英屬處女群島註冊成立的公 司 及 持 有China Aoyuan International Development Ltd的100%股權）的100%股權予一名獨立第三方。

– F-652 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 383

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

The above transactions are accounted for as disposal

of subsidiaries. Details of the net assets disposed of in

respect of these transactions are summarised below:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 162,238

Inventories 存貨 18,607

Prepaid lease payment 預付租賃付款 67,876

Goodwill 商譽 25,264

Properties for sales 銷售物業 313,031

Trade and other receivables 貿易及其他應收款 78,560

Amount due from non-controlling shareholders of

subsidiaries

應收附屬公司非控股股東 款項 109

Tax recoverables 可收回稅金 5,543

Bank balances and cash 銀行結餘及現金 163,509

Deferred tax assets 遞延稅項資產 12,313

Amount due from subsidiaries of the Group 應收本集團附屬公司款項 19,401

Trade and other payables 貿易及其他應付款 (53,653)

Amount due to subsidiaries of the Group 應付本集團附屬公司款項 (16,353)

Contract liabilities 合同義務 (315,563)

Tax liabilities 稅項負債 (97,834)

Bank borrowings 銀行借款 (85,000)

Deferred tax liabilities 遞延稅項負債 (2,649)

Net assets disposed of 所出售資產淨值 295,399

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一八年十二月三十日止年度（續）

上述交易作為出售附屬公司入賬。有關該等交易出售的淨資產詳情概述如下：

– F-653 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

384 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2018 (continued)

Gain on disposal of subsidiaries

RMB’000

人民幣千元

Cash consideration 現金代價 232,910

Fair value of retained equity interests in: 於下列的保留權益的公平值： – classified as interests in joint ventures －分類為於合營企業的權益 106,968

Net assets disposed of 所出售資產淨值 (295,399)

Non-controlling interests 非控股權益 177,533

Gain on disposal 出售收益 222,012

Net cash outflow arising from disposal of subsidiaries:

RMB’000

人民幣千元

Cash consideration received 已收現金代價 232,910

Less: bank balances and cash of the subsidiaries

disposal of

減：所出售附屬公司的銀行結餘及 現金 (163,509)

69,401

For the year ended 31 December 2017

(i) During the year ended 31 December 2017, the

Group disposed of its equity interest of 智安天使科技（深圳）有限公司,Zhi An Tianshi Technology

(Shenzhen) Company Limited (“Zhi An Tianshi”)

for a consideration of HKD1,000,000 (equivalent to

RMB874,000).

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一八年十二月三十日止年度（續）

出售附屬公司之收益

截至二零一七年十二月三十一日止年度

(i) 於截至二零一七年十二月三十一日止年度，本集團以現金代價1,000,000港元（相當於人民幣874,000元）出售其於智安天使科技（深圳）有限公司（「智安天使」）的股權。

因出售附屬公司產生的現金流出淨額：

– F-654 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 385

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

(ii) During the year ended 31 December 2017, the

Group disposed its equity interest of 株洲奧園城市天地商業管理有限公司 Zhuzhou Aoyuan Chengshi

Tiandi Commercial Management Company Limited

(“Zhuzhou Chengshi Tiandi”) to an independent third

party for a consideration of RMB1.

(iii) During the year ended 31 December 2017, the

Group disposed its equity interest of 廣州奧康商業管理有限公司 Guangzhou Aokang Commercial

Management Company Limited (“Guangzhou

Aokang”) to an independent third party for a

consideration of RMB5,000,000.

The above transactions are accounted for as disposal

of subsidiaries. Details of the net assets disposed of in

respect of these transactions are summarised below:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 4,747

Trade and other receivables 貿易及其他應收款 70,050

Bank balances and cash 銀行結餘及現金 39,110

Deferred tax assets 遞延稅項負債 4,891

Amounts due from subsidiaries of the Group 應收本集團附屬公司款項 2,982

Trade and other payables 貿易及其他應付款 (105,363)

Amounts due to subsidiaries of the Group 應付本集團附屬公司款項 (1,942)

Tax liabilities 稅項負債 (226)

Net assets disposed of 所出售資產淨值 14,249

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一七年十二月三十日止年度（續）

(ii) 於截至二零一七年十二月三十一日止年度，本集團以現金代價人民幣1元向一名獨立第三方出售其於株洲奧園城市天地商業管理有限公司（「株洲奧園城市天地」）的股權。

(iii) 於截至二零一七年十二月三十一日止年度，本集團以現金代價人民幣5,000,000元向一名獨立第三方出售其於廣州奧康商業管理有限公司（「廣州奧康」）的股權。

上述交易作為出售附屬公司入賬。有關該等交易出售的淨資產詳情概述如下：

– F-655 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

386 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)

For the year ended 31 December 2017 (continued)

Loss on disposal of subsidiaries

RMB’000

人民幣千元

Consideration receivables 應收代價 5,874

Net assets disposed of 所出售資產淨值 (14,249)

Non-controlling interests 非控股權益 4,174

Loss on disposal 出售產生的虧損 (4,201)

Net cash outflow arising from disposal of

subsidiaries:

因出售附屬公司產生的現金流出 淨額：

Cash consideration received 已收現金代價 –

Less: bank balances and cash of the subsidiaries

disposal of

減：所出售附屬公司的銀行結餘及 現金 (39,110)

(39,110)

(b) Disposal of partial interest in a subsidiary

without loss of control

For the year ended 31 December 2017

As at 31 December 2017, the Group disposed of its 11.42%

equity interest in 廣州建冠置業有限公司 Guangzhou

Jianguan Property Company limited (“Guangzhou

Jianguan”) to an independent third party with cash

consideration of RMB170,730,000, the equity interest

of Guangzhou Jianguan held by the Group was then

decreased to 88.58%, in which the Group continuously

has control over Guangzhou Jianguan. There is no

difference between the consideration and the equity

interest disposed.

50. 出售附屬公司（續）

(a) 出售附屬公司（續）

截至二零一七年十二月三十日止年度（續）

出售附屬公司之虧損

(b) 出售一間附屬公司部分權益而並無失去控制權

截至二零一七年十二月三十一日止年度

於 二 零 一 七 年 十 二 月 三 十 一日，本集團以現金代價人民幣170,730,000元出售其於廣州建冠置業有限公司（「廣州建冠」）之11.42%權益予獨立第三方，本集團持有的廣州建冠股權減少至88.58%，其中本集團持續控制廣州建冠。代價與所出售股權之間並無差額。

– F-656 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 387

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests in

subsidiaries without loss of control

For the year ended 31 December 2018

(i) Subsequent to the acquisition of 100% equity

interest in 湖南省晨啟智穀科技發展有限公司 ,

Hunan Chenqi Zhigu Technology Development

Co., Ltd. (“Qi Zhi”), as mentioned in note 48(a), an

independent third party injected capital amounting

to RMB5,334,000 to Qi Zhi, after acquired by the

Group during the year, resulting in the dilution of

equity interest in Qi Zhi held by the Group from

100% to 90%. The Group continuously control over

Qi Zhi after the partial disposal. There is no difference

between the capital injected by the independent

third party and the attributable equity interests in Qi

Zhi disposed.

(ii) During the year ended 31 December 2018, an

independent third party injected capital amounting

to RMB100,000,000 to 廣州奧園城標置業有限公司, Guangzhou Aoyuan Chengbiao Real Estate Co.,

Ltd. (“Aoyuan Chengbiao”), resulting in the dilution

of equity interest in Aoyuan Chengbiao held by the

Group from 100% to 80%. The Group continuously

control over Aoyuan Chengbiao after the partial

disposal. There is no difference between the capital

injected by the independent third party and the

attributable equity interests in Aoyuan Chengbiao

disposed.

50. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權

截至二零一八年十二月三十一日止年度

(i) 如附屬48(a)所述，於收購湖南省晨啟智穀科技發展有限公司（「啟智」）的100%股權後，一名獨立第三方於本集團年內收購後向啟智注資人民幣5,334,000元，導致將本集團持有啟智的股權由100%

攤薄至90%。於部分出售後，本集團繼續控制啟智。獨立第三方注資與已出售啟智應佔股權之間並無差異。

(i) 截 至 二 零 一 八 年 十 二 月三十一日止年度，一名獨立第三方向廣州奧園城標置業有限公司（「奧園城標」）注資人民幣100,000,000元，導致將本集團持有奧園城標的股權由100%攤薄至80%。於部分出售後，本集團繼續控制奧園城標。獨立第三方注資與已出售奧園城標應佔股權之間並無差異。

– F-657 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

388 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests

in subsidiaries without loss of control

(continued)

For the year ended 31 December 2018 (continued)

(iii) During the year ended 31 December 2018, an

independent third party injected capital amounting

to RMB2,500,000 to 豪泰冠匯（廣州）置業有限公司, Haotaiguanhui (Guangzhou) Real Estate Co.,

Ltd. (“Haotaiguanhui”), resulting in the dilution of

equity interest in Haotaiguanhui held by the Group

from 100% to 80%. The Group continuously control

over Haotaiguanhui after the partial disposal. There

is no difference between the capital injected by the

independent third party and the attributable equity

interests in Haotaiguanhui disposed.

(iv) During the year ended 31 December 2018, an

independent third party injected capital amounting

to RMB2,500,000 to 廣州尚宇置業有限公司 ,

Guangzhou Shangyu Real Estate Co. , Ltd.

(“Guangzhou Shangyu”), resulting in the dilution of

equity interest in Guangzhou Shangyu held by the

Group from 100% to 80%. The Group continuously

control over Guangzhou Shangyu after the partial

disposal. There is no difference between the capital

injected by the independent third party and the

attributable equity interests in Guangzhou Shangyu

disposed.

50. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一八年十二月三十一日止年度（續）

(iii) 截 至 二 零 一 八 年 十 二 月三十一日止年度，一名獨立第三方向豪泰冠匯（廣州）置業有限公司（「豪泰冠匯」）注資人民幣2,500,000元，導致將本集團持有豪泰冠匯的股權由100%攤薄至80%。於部分出售後，本集團繼續控制豪泰冠匯。獨立第三方注資與已出售豪泰冠匯應佔股權之間並無差異。

(iv) 截 至 二 零 一 八 年 十 二 月三十一日止年度，一名獨立第三方向廣州尚宇置業有限公司（「廣州尚宇」）注資人民幣2,500,000元， 導 致 將 本集團持有廣州尚宇的股權由100%攤薄至80%。於部分出售後，本集團繼續控制廣州尚宇。獨立第三方注資與已出售廣州尚宇應佔股權之間並無差異。

– F-658 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 389

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests

in subsidiaries without loss of control

(continued)

For the year ended 31 December 2018 (continued)

(v) During the year ended 31 December 2018, an

independent third party injected capital amounting

to RMB28,460,000 to 北京奧園華富置業有限公司, Beijing Aoyuan Huafu Real Estate Co., Ltd.

(“Aoyuan Huafu”), resulting in the dilution of equity

interest in Aoyuan Huafu held by the Group from

100% to 51%. The Group continuously control over

Aoyuan Huafu after the partial disposal. There is

no difference between the capital injected by the

independent third party and the attributable equity

interests in Aoyuan Huafu disposed.

(vi) During the year ended 31 December 2018, the

Company proposes to spin-off and separately list

the shares of Aoyuan Healthy Life Group Company

Limited (“Aoyuan Healthy Life”), a subsidiary of

the Company, on the Main Board of the Stock

Exchange. For spin-off purpose, Aoyuan Healthy

Life has underwent a group reorganisation as

described in the post hearing information pack. Two

independent third parties injected capital amounting

to RMB74,510,000 to 奧園健康生活集團有限公司, Aoyuan Healthy Life, resulting in the dilution of

equity interest in Aoyuan Healthy Life held by the

Group from 100% to 75.5%. The Group continuously

control over Aoyuan Healthy Life after the partial

disposal. The difference between the capital injected

by the independent third party and the attributable

equity interests in Aoyuan Healthy Life disposed

amounting to RMB6,781,000 was charged to special

reserve.

50. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一八年十二月三十一日止年度（續）

(v) 截 至 二 零 一 八 年 十 二 月三十一日止年度，一名獨立第三方向北京奧園華富置業有限公司（「奧園華富」）注資人民幣28,460,000元，導致將本集團持有奧園華富的股權由100%攤薄至51%。於部分出售後，本集團繼續控制奧園華富。獨立第三方注資與已出售奧園華富應佔股權之間並無差異。

(vi) 截 至 二 零 一 八 年 十 二 月三十一日止年度，本集團建議將本公司附屬公司奧園健康生活集團有限公司（「奧園健康生活」）分拆及在聯交所主板單獨上市。就分拆而言，奧園健康生活已進行聆訊資料集所述集團重組。兩名獨立第三方向奧園健康生活注資共計人民幣74,510,000元，導致將本集團持有奧園健康生活的股權由100%攤 薄 至75.5%。 於部分出售後，本集團繼續控制奧園健康生活。獨立第三方注資與已出售奧園健康生活應佔股權之間的差額人民幣6,781,000元於特別儲備扣除。

– F-659 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

390 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests

in subsidiaries without loss of control

(continued)

For the year ended 31 December 2018 (continued)

(vii) During the year ended 31 December 2018, an

independent third party injected capital amounting

to RMB64,900,000 to 祁東奧園置業有限公司,

Qidong Aoyuan Real Estate Co., Ltd. (“Qidong

Aoyuan”), resulting in the dilution of equity interest

in Qidong Aoyuan held by the Group from 100%

to 90%. The Group continuously control over

Qidong Aoyuan after the partial disposal. There is

no difference between the capital injected by the

independent third party and the attributable equity

interests in Qidong Aoyuan disposed.

(viii) Subsequent to the acquisition of 100% equity

interest in 福建置立方地產發展有限公司, Fujian

Zhilifang Real Estate Development Co., Ltd.

(“Fujian Zhilifang”), as mentioned in note 48(a), an

independent third party injected capital amounting

to RMB20,000,000 to Fujian Zhilifang, resulting in

the dilution of equity interest in Aoyuan held by the

Group from 100% to 83%. The Group continuously

control over Fujian Zhilifang after the partial disposal.

There is no difference between the capital injected

by the independent third party and the attributable

equity interests in Fujian Zhilifang disposed.

50. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一八年十二月三十一日止年度（續）

(vii) 截 至 二 零 一 八 年 十 二 月三十一日止年度，一名獨立第三方向祁東奧園置業有限公司（「祁東奧園」）注資人民幣64,900,000元，導致將本集團持有祁東奧園的股權由100%攤薄至90%。於部分出售後，本集團繼續控制祁東奧園。獨立第三方注資與已出售祁東奧園應佔股權之間並無差異。

(viii) 如附註48(a)所述，於收購福建置立方地產發展有限公司（「福建置立方」）的100%股權後 ,一名獨立第三方向福建置立方注資人民幣20,000,000

元，導致將本集團持有福建置立方的股權由100%攤薄至83%。於部分出售後，本集團繼續控制福建置立方。獨立第三方注資與已出售福建置立方應佔股權之間並無差異。

– F-660 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 391

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests

in subsidiaries without loss of control

(continued)

For the year ended 31 December 2018 (continued)

(ix) Subsequent to the acquisition of 100% equity

interest in 合肥前海漢華置業有限公司 , Hefei

Qianhai Hanhua Real Estate Co., Ltd. (“Qianhai

Hanhua”) , as ment ioned in note 48(a) , an

independent third party injected capital amounting

to RMB65,000,000 to Qianhai Hanhua, resulting

in the dilution of equity interest in Qianhai Hanhua

held by the Group from 100% to 90%. The Group

continuously control over Qianhai Hanhua after the

partial disposal. There is no difference between the

capital injected by the independent third party and

the attributable equity interests in Qianhai Hanhua

disposed.

For the year ended 31 December 2017

(i) During the year ended 31 December 2017, an

independent third party injected capital amounting

to RMB407,000,000 to 奥園集團重慶置業有限公司, Aoyuan Group Chongqing Property Co., Ltd.

(“Chongqing Property”), resulting in the dilution of

equity interest in Chongqing Property held by the

Group from 100% to 51%. The Group continuously

control over Chongqing Property after the partial

disposal. The difference between the capital injected

by the independent third party and the attributable

equity interests in Chongqing Property disposed

amounting to RMB13,973,000 was charged to

special reserve.

50. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一八年十二月三十一日止年度（續）

(ix) 如附註48(a)所述，於收購合肥前海漢華置業有限公司（「前海漢華」）的100%股權後 ,一名獨立第三方向前海漢華注資人民幣65,000,000

元，導致將本集團持有前海漢華的股權由100%攤薄至90%。於部分出售後，本集團繼續控制前海漢華。獨立第三方注資與已出售前海漢華應佔股權之間並無差異。

截至二零一七年十二月三十一日止年度

(i) 截 至 二 零 一 七 年 十 二 月三十一日止年度，一名獨立第三方向奧園集團重慶置業有限公司（「重慶置業」）注資人 民 幣407,000,000元， 導致本集團所持重慶置業股權權益由100%攤薄至51%。於部分出售後，本集團持續控制重慶置業。獨立第三方注入的資本與出售重慶置業的股權之間的差額為人民幣13,973,000元，已自特別儲備扣除。

– F-661 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

392 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests

in subsidiaries without loss of control

(continued)

For the year ended 31 December 2017 (continued)

(ii) During the year ended 31 December 2017, an

independent third party injected capital amounting

to RMB900,000,000 to 揚州奧園置業有限公司,

Yangzhou Aoyuan Property Co., Ltd. (“Yangzhou

Aoyuan”), resulting in the dilution of equity interest

of Yangzhou Aoyuan held by the Group from 100%

to 51%. The Group continuously control over

Yangzhou Aoyuan after the partial disposal. There is

no difference between the capital injected by the

independent third party and the attributable equity

interests in Yangzhou Aoyuan disposed.

(iii) During the year ended 31 December 2017, an

independent third party injected capital amounting

to RMB62,830,000 to 泉州奧園置業有限公司 ,

Quanzhou Aoyuan Property Co., Ltd, (“Quanzhou

Aoyuan”), resulting in the dilution of equity interest

of Quanzhou Aoyuan held by the Group from

100% to 80%. The Group continuously control

over Quanzhou Aoyuan after the partial disposal.

The difference between the capital injected by the

independent third party and the attributable equity

interests in Quanzhou Aoyuan disposed amounting

to RMB335,000 was credited to special reserve.

50. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一七年十二月三十一日止年度（續）

(ii) 截 至 二 零 一 七 年 十 二 月三十一日止年度， 一名獨立第三方向揚州奧園置業有限公司（「揚州奧園」）注資人民幣900,000,000元，導致本集團所持揚州奧園股權權益由100%攤薄至51%。於部分出售後，本集團持續控制揚州奧園。獨立第三方注入的資本與出售揚州奧園的股權並無差額。

(iii) 截 至 二 零 一 七 年 十 二 月三十一日止年度，一名獨立第三方向泉州奧園置業有限公司（「泉州奧園」）注資人民幣62,830,000元， 導 致 本集團持有的泉州奧園股權從100%攤薄至80%。於部分出售後，本集團持續控制泉州奧園。注入資本與出售泉州奧園股權之間的差額為人民幣335,000元，計入特別儲備。

– F-662 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 393

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

50. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests in subsidiaries without loss of control (continued)

For the year ended 31 December 2017 (continued)

(iv) During the year ended 31 December 2017, an independent third party injected capital amounting to RMB200,000,000 to 重慶奧譽置業有限公司, Chongqing Aoyu Property Co., Ltd. (“Chongqing Aoyu”), resulting in the dilution of equity interest of Chongqing Aoyu held by the Group from 100% to 87.5%. The Group continuously control over Chongqing Aoyu after the partial disposal. The difference between the capital injected by the independent third party and the attributable equity interests in Chongqing Aoyu disposed amounting to RMB9,105,000 was charged to special reserve.

(v) During the year ended 31 December 2017, three management personnel of the Group injected capital amounting to RMB10,000,000 to 廣東奧園奧買家電子商務有限公司, Guangdong Aoyuan Aomygod E-commerce Co., Ltd. (“Aomygod”), resulting in the dilution of equity interest of Aomygod held by the Group from 100% to 80%. The Group continuously control over Aomygod after the partial disposal. The difference between the capital injected and the attributable equity interests in Aomydo disposed amounting to RMB10,170,000 was credited to special reserve.

(vi) During the year ended 31 December 2017, an independent third party injected capital amounting to RMB200,000,000 to 凱毅（廣州）置業有限公司, Kaiyi (Guangzhou) Property Co., Ltd. (“Kaiyi”), resulting in the dilution of equity interest of Kaiyi held by the Group from 100% to 86.06%. The Group continuously control over Kaiyi after the partial disposal. There is no difference between the capital injected by the independent third party and the attributable equity interests in Kaiyi disposed.

50. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一七年十二月三十一日止年度（續）

(iv) 截 至 二 零 一 七 年 十 二 月三十一日止年度，一名獨立第三方向重慶奧譽置業有限公司（「重慶奧譽」）注資人民幣200,000,000元， 導 致 本集團持有的重慶奧譽股權從100%攤薄至87.5%。於部分出售後，本集團持續控制重慶奧譽。注入資本與出售重慶奧譽股權之間的差額為人民幣9,105,000元，自特別儲備扣除。

(v) 截 至 二 零 一 七 年 十 二 月三十一日止年度，本集團三名管理人員向廣東奧園奧買家電子商務有限公司（「奧園奧買家」）注資人民幣10,000,000元，導致本集團持有的奧園奧買家股權從100%攤薄至80%。於部分出售後，本集團持續控制奧園奧買家。注入資本與出售奧園奧買家股權之間的差額為人民幣10,170,000元，計入特別儲備。

(vi) 截 至 二 零 一 七 年 十 二 月三十一日止年度，一名獨立第三方向凱毅（廣州）置業有限公司（「凱毅」）注資人民幣200,000,000元，導致本集團持有的凱毅股權由100%攤薄至86.06%。於部分出售後，本集團繼續控制凱毅。獨立第三方注資與出售於凱毅的應佔股權間並無差異。

– F-663 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

394 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

51. Reconciliation of Liabilities Arising from Financing Activities

The table below details changes in the Group’s liabilities arising

from financing activities, including both cash and non-cash

changes. Liabilities arising from financing activities are those for

which cash flows were, or the future cash flow will be, classified

in the Group’s consolidated financial statements of cash flows

from financing activities.

Non-cash changes

非現金變動

At

1 January

2018

Financing

cash flow

Interest

paid

Acquisition

of

subsidiaries

Finance

cost of

the year

Non-cash

financing

Disposal

of

subsidiaries

Foreign

exchange

losses

At

31 December

2018

於二零一八年一月一日

融資現金流 已付利息

收購附屬公司

年內融資成本

非現金融資

出售附屬公司 外匯虧損

於二零一八年十二月三十一日

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts due to non-controlling

shareholders of subsidiaries

應付附屬公司非控股 股東款項 609,591 716,322 – 1,026,817 – – – – 2,352,730

Loans from non-controlling

shareholders of subsidiaries

來自附屬公司非控股 股東的貸款 2,124,980 (428,350) (150,139) – 150,139 – – – 1,696,630

Amounts due to joint ventures 應付合營企業的款項 227,332 2,823,747 (11,000) – 64,800 (702,862) – – 2,402,017

Amount due to an associate 應付一間聯營公司的款項 20 29 – – – – – – 49

Bank and other borrowings 銀行及其他借款 27,794,316 11,106,670 (2,503,905) 1,480,258 2,584,411 – (85,000) 374,600 40,751,350

Senior notes and bonds 優先票據及債券 12,575,445 3,747,507 (881,336) – 1,140,333 – – 388,212 16,970,161

Obligations under finance leases 融資租賃承擔 – (27,668) – – 6,644 320,785 – – 299,761

Other payables 其他應付款 1,042,259 (499,470) (29,587) – 29,587 (38,979) – – 503,810

At 31 December 2018 於二零一八年 十二月三十一日 44,373,943 17,438,787 (3,575,967) 2,507,075 3,975,914 (421,056) (85,000) 762,812 64,976,508

51. 融資活動所產生的負債對賬

下表詳述本集團來自融資活動的負債變動，包括現金及非現金變動。融資活動產生的負債為列入本集團綜合財務報表自融資活動現金流量產生的現金流量或未來現金流量。

– F-664 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 395

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

51. Reconciliation of Liabilities Arising from Financing Activities (continued)

Non-cash changes

非現金變動

At 1

January

2017

Financing

cash flow

Interest

paid

Acquisition

of

subsidiaries

Finance

cost of

the year

Loss on early

redemptions

of senior

notes

Non-cash

financing

Foreign

exchange

losses

At

31 December

2017

於二零一七年一月一日

融資現金流量 已付利息

收購附屬公司

年內融資成本

提早贖回優先票據之

虧損 非現金融資 外匯收益

於二零一七年十二月

三十一日RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts due to non-controlling

shareholders of subsidiaries

應付附屬公司非控股 股東款項 163,098 446,493 – – – – – – 609,591

Loans from non-controlling

shareholders of subsidiaries

來自附屬公司非控股 股東的貸款 1,187,400 737,580 (134,732) 200,000 134,732 – – – 2,124,980

Amounts due to joint ventures 應付合營企業的款項 132,819 94,513 – – – – – – 227,332

Amount due to an associate 應付一間聯營公司的款項 – 20 – – – – – – 20

Bank and other borrowings 銀行及其他借款 6,792,782 19,663,174 (972,300) 1,476,413 1,024,337 – – (190,090) 27,794,316

Senior notes and bonds 優先票據及債券 11,587,669 1,062,776 (874,820) – 916,077 198,808 – (315,065) 12,575,445

Other payables 其他應付款 – – (25,105) – 25,105 – 1,042,259 – 1,042,259

At 31 December 2017 於二零一七年 十二月三十一日 19,863,768 22,004,556 (2,006,957) 1,676,413 2,100,251 198,808 1,042,259 (505,155) 44,373,943

51. 融資活動所產生的負債對賬（續）

– F-665 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

396 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

52. Contingent Liabilities

At the end of respective reporting period, the Group had

contingent liabilities as follows:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Guarantees given to banks in connection

with facilities granted to third parties

就第三方獲授的融資 向銀行作出之擔保 51,984,473 29,172,050

Guarantees given to banks in connection

with facilities granted to joint ventures

就合營企業獲授的融資 向銀行作出之擔保 1,620,000 1,920,000

The Group acted as guarantor to the banks in respect of

the mortgage bank loans granted to certain purchasers of

the Group’s property and agreed to repay the outstanding

mortgaged loans upon the purchasers’ default on the repayment

of the outstanding mortgage loans and the loan interest accrual

thereon. In the opinion of the executive directors, the fair value

of the financial guarantee contracts is not significant at the initial

recognition and provision has not been made as the default rate

is low.

The Group had provided guarantees in respect of banking

facilities granted by banks to the Group’s joint ventures,

respectively. In the opinion of the executive directors of the

Company, the fair value of guarantee contracts are insignificant

at initial recognition. Also, no provision for the guarantee

contracts at the end of the reporting period is recognised as the

default risk is low.

52. 或然負債

於各報告期末，本集團的或然負債如下：

本集團就授予本集團若干物業買家的按揭銀行貸款而擔任面對銀行的擔保人，並同意於買家拖欠償還未償還按揭貸款及應計貸款利息時償還未償還按揭貸款。執行董事認為，由於違約率較低，財務擔保合約於首次確認時的公平值並不重大，且並無作出撥備。

本集團已就銀行授予本集團之合營企業的銀行融資提供擔保。本公司執行董事認為，擔保合約之公平值於初步確認時並不重大。此外，由於違約風險較低，因此於報告期末並無就擔保合約確認撥備。

– F-666 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 397

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

53. Operating Lease Arrangements

The Group as lessor

Contingent rental for certain properties was charged to tenants

and was determined by a certain percentage of turnover earned

by the tenants upon they exceed the pre-determined monthly

rental. The contingent rental income recognised during the year

ended 31 December 2018 amounted to RMB34,551,000 (2017:

RMB10,957,000). The properties held by the Group for rental

purpose have committed tenants for periods ranging from 1 to

15 years.

At the end of the respective reporting period, the Group had

contracted with tenants for the following future minimum lease

payments:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Within one year 一年內 200,908 110,565

In the second to fifth year inclusive 第二至第五年（包括首尾兩年） 641,468 290,318

After five years 五年以上 1,381,079 235,101

2,223,455 635,984

Rental from certain tenants of an investment property

are determined at the amount of the higher of a specified

percentage of their turnover and a fixed monthly rental. The

remaining properties are expected to generate rental yields of

average 0.73% to 6.12% per annum on an on-going basis. All

the properties held have committed tenants for a term ranging

from 2 to 20 years.

53. 經營租賃安排

本集團作為出租人

若干物業的或然租金向租戶收取，在租戶賺取的營業額超出預定月租金時按營業額的一定百分比釐定。於截至二零一八年十二月三十一日止年度確認的或然租金收入為人民幣34,551,000元（二零一七年：人民幣10,957,000元）。本集團持作租賃物業的租戶承諾租期介乎一年至十五年。

於各報告期末，本集團與租客已訂約的未來最低租賃款項如下：

投資物業部分租戶之租金乃按其營業額特定比率及固定月租之較高者釐定。餘下物業預期將持續產生每年平均0.73%至6.12%的租金回報率。所有持有物業均有介乎2至20年期限的已承諾租戶。

– F-667 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

398 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

53. Operating Lease Arrangements (continued)

The Group as lessee

At the end of the respective reporting period, the Group had

outstanding commitments for future minimum lease payments

under non-cancellable operating leases, which fall due as

follows:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Within one year 一年內 107,539 73,440

In the second to fifth year inclusive 第二至第五年（包括首尾兩年） 245,186 100,668

After five years 五年以上 52,666 16,588

405,391 190,696

Operating lease payments mainly represent rentals payable

by the Group for certain of its office premises and warehouse.

Leases are negotiated with range from 1 to 10 years and rentals

are fixed for an average term of 1 to 10 years.

53. 經營租賃安排（續）

本集團作為承租人

於各報告期末，本集團根據不可取消經營租賃項下的未來最低租賃款項尚未支付承擔將於以下期內到期：

經營租賃款項主要指本集團就若干辦公室及倉庫而應付的租金。磋商所得的租賃年期介乎一至十年，平均一至十年內的租金亦已確定。

– F-668 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 399

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

54. Other Commitments

At the end of respective reporting period, the Group has other

commitments as follow:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Construction cost commitments for

properties for sales contracted for but

not provided in the consolidated financial

statements

已訂約惟未於綜合財務報表內 撥備之可供銷售物業 建築成本承擔

20,998,875 12,561,804

Commitments for acquisition of land use

rights contracted for but not provided in

the consolidated financial statements

已訂約惟未於綜合財務報表內 撥備之有關收購 土地使用權承擔 410,936 935,799

Commitments for acquisition of subsidiaries

contracted for but not provided in the

consolidated financial statements

已訂約惟未於綜合財務報 表內撥備之收購附屬公司 承擔 1,206,202 3,781,208

Construction cost commitments for

investment properties contracted for but

not provided in the consolidated financial

statements

已訂約惟未於綜合財務報 表內撥備之投資物業 建築成本承擔

157,302 331,175

Construction commitment in respect of

building under development contracted

for but not provided in the consolidated

financial statements

已訂約惟未於綜合財務報 表內撥備之在建物業 建築成本承擔

382,706 5,160

Commitments for acquisition of a joint

venture contracted for but not provided

in the consolidated financial statements

已訂約惟未於簡明綜合財務 報表內撥備之收購一間 合營企業承擔 165,944 167,656

Commitments for acquisition of property,

plant and equipment contracted for but

not provided in the consolidated financial

statements

已訂約惟未於簡明綜合財務 報表內撥備之收購物業、 廠房及設備承擔

– 399,349

54. 其他承擔

於各報告期末，本集團有其他承擔如下：

– F-669 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

400 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

54. Other Commitments (continued)

The Group’s share of commitments made jointly with other

investors relating to its joint ventures are as follows:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Construction cost commitments for

properties for sales contracted for but

not provided in the consolidated financial

statements

已訂約惟未於綜合財務報表內 撥備之可供銷售物業 建築成本承擔

843,471 386,325

55. Pledge of Assets

The following assets were pledged to secure certain banking

and other facilities granted to the Group at the end of the

reporting period:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Property, plant and equipment 物業、廠房及設備 793,818 393,873

Prepaid lease payments 預付租賃款項 338,245 23,056

Investment properties 投資物業 3,216,774 1,637,193

Properties for sale 可供銷售物業 24,025,658 12,868,581

Restricted bank deposits 受限制銀行存款 1,604,218 1,622,869

29,978,713 16,545,572

The Group’s equity interests in certain subsidiaries, which hold

certain pledged properties under development for sale included

above, have been pledged to secure certain banking facilities

granted to the Group.

54. 其他承擔（續）

本集團應佔與其他投資者就其合營企業共同作出之承擔如下：

55. 資產抵押

於報告期末，已抵押以下資產以取得授予本集團之若干銀行及其他融資：

本集團已抵押部分持有上述抵押待售在建物業的附屬公司的權益用以獲授若干銀行融資。

– F-670 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 401

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

56. Share-Based Payment Transactions

Equity-settled share option scheme

The Company’s share option scheme (the “Scheme”), was

adopted pursuant to a resolution passed on 13 September 2007

for the primary purpose of providing incentives to directors and

eligible employees.

At 31 December 2018, the number of shares in respect of which

options had been granted and remained outstanding under

the Scheme was 25,000,000 (2017: 5,000,000), representing

0.93% (2017: 0.19%) of the shares of the Company in issue at

that date. The total number of shares in respect of which options

may be granted under the Scheme is not permitted to exceed

10% of the shares of the Company in issue at any point in time,

without prior approval from the Company’s shareholders. The

number of shares issued and to be issued in respect of which

options granted and may be granted to any individual in any

one year is not permitted to exceed 1% of the shares of the

Company in issue at any point in time, without prior approval

from the Company’s shareholders.

Consideration of HK$1 is payable on the grant of an option.

Options may be exercised according to the schedule set out

below. The exercise price is determined by the executive

directors of the Company, and will not be less than the highest

of (i) the closing price of the Company’s shares on the date of

grant; (ii) the average closing price of the shares for the five

business days immediately preceding the date of grant; and (iii)

the nominal value of the Company’s shares.

56. 以股份為基礎支付的交易

股本結算購股權計劃

本公司之購股權計劃（「計劃」）乃根據於二零零七年九月十三日通過之決議案採納，主要目的為向董事及合資格僱員提供獎勵。

於二零一八年十二月三十一日，根據該計劃已授出但仍未行使的購股權涉及的股份數目為25,000,000股（二零一七年：5,000,000股）， 相當於本公司於該日已發行股份的0.93%（二零一七年：0.19%）。未經本公司股東事先批准，根據計劃授出購股權所涉股份總數不可超過本公司任何時間已發行股份的10%。未經本公司股東事先批准，於任何一個年度內向任何人士授出及可能授出之購股權所涉已發行及將發行之股份數目不可超過本公司任何時間已發行股份的1%。

授出購股權應付之代價為1港元。購股權可按下文所列之時間表予以行使。行使價由本公司執行董事釐定，且不得低於 (i)

本公司股份於授出日期的收市價；(ii)緊接授出日期前五個營業日的平均收市價；及 (iii)本公司股份面值之最高者。

– F-671 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

402 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

56. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)

Details of specific categories of options are as follows:

Option type

No. of options

granted

after the

adjustment Date of grant Vesting period Exercisable period

Exercise

price

after the

adjustment

Fair value/

share at

grant date

購股權類型調整後所授購股權數目 授出日期 歸屬期 可行使期間

調整後行使價

於授出日期每股公平值

HK$ HK$港元 港元

2016A 5,000,000 12 December 2016 N/A 12 December 2016 to 31 December 2017

1.778 0.08

二零一六年十二月十二日 不適用 二零一六年十二月十二日至 二零一七年十二月三十一日

2016B 5,000,000 12 December 2016 12 December 2016 to 31 December 2017

1 January 2018 to 31 December 2018

1.778 0.26

二零一六年十二月十二日 二零一六年十二月十二日至 二零一七年十二月三十一日

二零一八年一月一日至 二零一八年十二月三十一日

2018A1 2,500,000 16 July 2018 16 July 2018 to 31 December 2018

1 January 2019 to 30 June 2019

5.522 1.130

二零一八年七月十六日 二零一八年七月十六日至 二零一八年十二月三十一日

二零一九年一月一日至 二零一九年六月三十日

2018A2 5,000,000 16 July 2018 16 July 2018 to 31 December 2018

1 January 2019 to 30 June 2019

5.522 1.131

二零一八年七月十六日 二零一八年七月十六日至 二零一八年十二月三十一日

二零一九年一月一日至 二零一九年六月三十日

2018B1 1,250,000 16 July 2018 16 July 2018 to 30 June 2019

1 July 2019 to 31 December 2019

5.522 0.662

二零一八年七月十六日 二零一八年七月十六日至 二零一九年六月三十日

二零一九年七月一日至 二零一九年十二月三十一日

2018B2 3,750,000 16 July 2018 16 July 2018 to 30 June 2019

1 July 2019 to 31 December 2019

5.522 0.664

二零一八年七月十六日 二零一八年七月十六日至 二零一九年六月三十日

二零一九年七月一日至 二零一九年十二月三十一日

56. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）

購股權之特定分類詳情如下：

– F-672 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 403

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

Option type

No. of options

granted

after the

adjustment Date of grant Vesting period Exercisable period

Exercise

price

after the

adjustment

Fair value/

share at

grant date

購股權類型調整後所授購股權數目 授出日期 歸屬期 可行使期間

調整後行使價

於授出日期每股公平值

HK$ HK$港元 港元

2018C1 2,500,000 16 July 2018 16 July 2018 to 31 December 2019

1 January 2020 to 30 June 2020

5.522 1.133

二零一八年七月十六日 二零一八年七月十六日至 二零一九年十二月三十一日

二零二零年一月一日至 二零二零年六月三十日

2018C2 5,000,000 16 July 2018 16 July 2018 to 31 December 2019

1 January 2020 to 30 June 2020

5.522 1.138

二零一八年七月十六日 二零一八年七月十六日至 二零一九年十二月三十一日

二零二零年一月一日至 二零二零年六月三十日

2018D1 1,250,000 16 July 2018 16 July 2018 to 31 December 2019

1 January 2020 to 30 June 2020

5.522 0.473

二零一八年七月十六日 二零一八年七月十六日至 二零一九年十二月三十一日

二零二零年一月一日至 二零二零年六月三十日

2018D2 3,750,000 16 July 2018 16 July 2018 to 31 December 2019

1 January 2020 to 30 June 2020

5.522 0.478

二零一八年七月十六日 二零一八年七月十六日至 二零一九年十二月三十一日

二零二零年一月一日至 二零二零年六月三十日

2018B1, 2018B2, 2018D1 and 2018D2 options are vested only in

the event when the share price of the Company reached more

than HK$10 and trading volume of the shares of the Company

reached more than 3,000,000 per day for consecutive 5-day

period during the vesting period.

56. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)

Details of specific categories of options are as follows:

(continued)

56. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）

購股權之特定分類詳情如下：（續）

2018B1、2018B2、2018D1及2018D2

購股權僅在於歸屬期內連續五天期間內本公司股價超過10港元及成交量超過每日3,000,000股的情況下歸屬。

– F-673 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

404 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

56. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)

The following table disclose movement’s of the Company’s

share options held by the directors and employees during the

current and prior years:

Option type

Outstanding

at

1 January

2017

Granted

during

the year

Exercised

during

the year

Expired

during

the year

Outstanding

at

31 December

2017

Granted

during

the year

Exercised

during

the year

Expired

during

the year

Outstanding

at

31 December

2018

購股權類型

於二零一七年一月一日未行使 年內授出 年內行使 年內屆滿

於二零一七年十二月三十一日

未行使 年內授出 年內行使 年內屆滿

於二零一八年十二月三十一日

未行使’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000千份 千份 千份 千份 千份 千份 千份 千份 千份

(Note)（附註）

2016A 5,000 – (5,000) – – – – – –2016B 5,000 – – – 5,000 – (5,000) – –2018A1 – – – – – 2,500 – – 25002018A2 – – – – – 5,000 – – 5,0002018B1 – – – – – 1,250 – – 1,2502018B2 – – – – – 3,750 – – 3,7502018C1 – – – – – 2,500 – – 2,5002018C2 – – – – – 5,000 – – 5,0002018D1 – – – – – 1,250 – – 1,2502018D2 – – – – – 3,750 – – 3,750

10,000 – (5,000) – 5,000 25,000 (5,000) – 25,000

Exercisable at the end of the year於年末可行使 5,000 5,000 –

Weighted average exercise price (HK$)加權平均行使價（港元） 1.778 1.778 1.778 5.522 1.778 –

Note: In respect of the share options exercised during the year, the weighted average share price at the dates of exercise was HK$6.41.

56. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）

下表披露董事及僱員於本年度及過往年度所持本公司購股權之變動：

附註： 就年內行使的購股權而言，行使日期的加權平均股價為6.41港元。

– F-674 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 405

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

56. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)

These fair values were calculated using the Binominal model

and Monte Carlo simulation. The inputs into the models were as

follows:

2016A 2016B 2018A1 2018A2 2018B1 2018B2 2018C1 2018C2 2018D1 2018D2

Weighted average

share price 加權平均股價Exercise price 行使價 HK$1.778 HK$1.778 HK$5.522 HK$5.522 HK$5.522 HK$5.522 HK$5.522 HK$5.522 HK$5.522 HK$5.522

1.778港元 1.778港元 5.522港元 5.522港元 5.522港元 5.522港元 5.522港元 5.522港元 5.522港元 5.522港元Expected volatility 預期波幅 28% 41% 61% 61% 53.7% 53.7% 48% 48% 48% 48%

Expected life 預計年期 1 year 2 years 1 year 1 year 1.45 years 1.45 years 2 years 2 years 2 years 2 years

1年 2年 1年 1年 1.45年 1.45年 2年 2年 2年 2年Risk-free rate 無風險利率 0.676% 0.907% 1.69% 1.69% 1.76% 1.76% 1.83% 1.83% 1.83% 1.83%

Expected dividend yield 預期股息回報率 8% 8% 5.3% 5.3% 5.3% 5.3% 5.3% 5.3% 5.3% 5.3%

Expected volatility was determined by using the historical

volatility of the Company’s share price over the previous one

year. The expected life used in the model has been adjusted,

based on management’s best estimate, for the effects of

non-transferability, exercise restrictions and behavioural

considerations. The risk-free rate was determined by yield of

Hong Kong Government Bond with maturity nearest to the

expiration date of the share options.

56. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）

公平值乃使用二項式模式及蒙特卡羅模擬計算。該等模式之輸入參數如下：

預期波幅以本公司股價於過往一年之歷史波幅釐定。該模式中使用之預計年期已按管理層經考慮不可轉讓性、行使限制及行為因素後作出之最佳估計調整。無風險利率乃按香港政府債券收益率（到期日約整至購股權屆滿日）釐定。

– F-675 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

406 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

56. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)

The Group recognised the total expense of RMB11,487,000

(2017: RMB1,100,000) for the year ended 31 December 2018

in relation to share options granted by the Company and share

option reserve of RMB1,100,000 (2017: RMB376,000) has been

transferred to share premium as the share option was exercised

during the year ended 31 December 2018 in relation to share

options granted by the Company.

The number of share options granted that are expected to be

vested has been reduced to reflect the historical experience

of forfeiture of options granted prior to completion of vesting

period and accordingly the share option expense has been

adjusted. At the end of the reporting period, the Group revises

its estimates of the number of options that are expected

to ultimately vest. The impact of the revision of the original

estimates, if any, is recognised in the profit and loss over the

remaining vesting period, with a corresponding adjustment to

the share option reserve.

The Binomial model and Monte Carlo simulation have been

used to estimate the fair value of the options. The variables

and assumptions used in computing the fair value of the share

options are based on the executive directors’ best estimate.

The value of an option varies with different variables of certain

subjective assumptions.

56. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）

於截至二零一八年十二月三十一日止年度，本集團就本公司授出之購股權確認開支總額人民幣11,487,000元（二零一七年：人民幣1,100,000元）及由於本公司授出的購股權已於截至二零一八年十二月三十一日止年度內獲行使，購股權儲備人民幣1,100,000元（二零一七年：人民幣376,000元）已轉移至股份溢價。

已扣減預期歸屬的已授出購股權數目，以反映過往經驗中已授出購股權在歸屬期間完成前被沒收，因此購股權開支已作調整。於報告期末，本集團將修訂其對預期最終歸屬購股權數目之估計。修訂原來估計數字的影響（如有）乃於剩餘歸屬期間在損益賬確認，並對購股權儲備作出相應調整。

二項式模式及蒙特卡羅模擬已用於估計購股權的公平值。計算購股權公平值時使用的變量及假設乃根據執行董事之最佳估計。購股權的價值會因若干主觀假設的不同變量而有所差異。

– F-676 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 407

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

57. Retirement Benefits Plans

According to the relevant laws and regulations in the PRC,

the Company’s PRC subsidiaries are required to participate in

a defined contribution retirement scheme administrated by

the local municipal government. The Group’s PRC subsidiaries

contribute funds which are calculated on certain percentage

of the average employee salary as agreed by local municipal

government to the scheme to fund the retirement benefits

of the employees. The principal obligation of the Group with

respect to the retirement benefits scheme is to make the

required contributions under the scheme.

The Group also operates a Mandatory Provident Fund Scheme

for all qualified employees in Hong Kong. The assets of the

scheme are held separately from those of the Group, in funds

under the control of trustee. The Group contributes 5% of

relevant payroll costs to the scheme and the same amount is

matched by employees.

Contribution to the defined contribution plans in Australia

and Canada are made by the employer based on a certain

percentage of the employees’ salaries and wages.

The Group recognised the retirement benefit contributions of

RMB81,494,000 (2017: RMB34,423,000) for the year ended 31

December 2018.

57. 退休福利計劃

根據中國相關法律及法規，本公司的中國附屬公司須參與由地方市政府管理的定額供款退休計劃。本集團的中國附屬公司乃以平均僱員薪金按地方市政府同意的既定百分比計算之金額向計劃支付供款，為僱員的退休福利提供資金。本集團對退休福利計劃應負的主要責任為根據計劃作出所須供款。

本集團亦在香港為所有合資格僱員運作一個強制性公積金計劃。計劃資產於受託人控制的基金中與本集團資產分開持有。本集團按相關工資成本的5%向計劃供款，僱員亦按相同金額供款。

對澳洲及加拿大定額供款計劃的供款乃由僱主根據僱員薪金及工資的若干百分比作出。

本集團已就截至二零一八年十二月三十一日止年度確認退休福利供款人民幣81,494,000元（二零一七年： 人民34,423,000元。

– F-677 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

408 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

58. Related Party Transactions

(a) The Group had material transactions during

the year with related parties as follows:

2018 2017

二零一八年 二零一七年Related party Nature of transaction RMB’000 RMB’000

關連方 交易性質 人民幣千元 人民幣千元

Joint ventures Interest income 7,025 1,173

合營企業 利息收入

Joint ventures Interest expense 64,800 –

合營企業 利息支出

Joint ventures Property management

services income 13,838 9,220

合營企業 物業管理服務收入

Joint ventures Services income 33,525 –

合營企業 服務收入

Joint ventures Construction services 173,989 –

合營企業 施工服務

Non-controlling shareholders

of subsidiaries (note i)

Interest income

23,539 5,412

附屬公司非控股股東（附註 i） 利息收入

Non-controlling shareholders

of subsidiaries (note i)

Interest expense

150,139 134,732

附屬公司非控股股東（附註 i） 利息支出

Directors Property management services 26 26

董事 物業管理服務

Note i: These entities have significant influence over several non-wholly owned subsidiary of the Group.

58. 關連方交易

(a) 本集團於本年度與關連方間的重大交易如下：

附註 i： 該等實體對本集團的若干非全資附屬公司擁有重大影響力。

– F-678 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 409

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

58. Related Party Transactions (continued)

(b) The remuneration of key management

personnel during the year is as follows:

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Short-term benefits 短期福利 33,901 24,911

Share-based payments 以股份為基礎的付款 11,487 1,100

Retirement benefit scheme contributions 退休福利計劃供款 63 62

45,451 26,073

The remuneration of directors and key executives is

determined by the remuneration committee having regard

to the performance of individuals and market trends.

58. 關連方交易（續）

(b) 於本年度主要管理人員薪酬如下：

董事及主要行政人員薪酬乃由薪酬委員會考慮個人表現及市場趨勢而釐定。

– F-679 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

410 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company

(a) General information of principal

subsidiaries

Details of the Group’s principal subsidiaries at the end of

the reporting period are as follows:

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

Add Hero Holdings Limited British Virgin 100% 100% USD10,000 Investment Limited liability

(“Add Hero”) (note a) Islands (“BVI”) holding company

Add Hero Holdings Limited 英屬處女群島 10,000美元 投資控股 有限公司 （「Add Hero」）（附註a） （「英屬處女群島」）

(Aoyuan Corporation (Group) Limited) PRC 100% 100% RMB680,000,000 Investment Limited liability

holding, loan company

financing

and property

development

奧園集團有限公司 中國 人民幣680,000,000元 投資控股、 有限公司 貸款融資 及物業發展

(Guangzhou Aoyuan Hai Jing PRC 100% 100% RMB380,000,000 Property Limited liability

Cheng Real Estate Development development company

Company Limited)

廣州奧園海景城房地產開發有限公司 中國 人民幣380,000,000元 物業發展 有限公司

59. 本公司主要附屬公司詳情

(a) 主要附屬公司的一般資料

於報告期末，本集團主要附屬公司詳情如下：

– F-680 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 411

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Guangzhou Aoyuan Assets of PRC 100% 100% RMB50,000,000 Provision of Limited liability

Management Company Limited) consultancy company

Company Limited) services and

hotel ownership

廣州奧園資產經營管理有限公司 中國 人民幣50,000,000元 提供諮詢服務 有限公司 並擁有酒店

(Yulin Aoyuan Real Estate PRC 100% 100% RMB80,000,000 Property Limited liability

Development Company Limited) development company

玉林奧園房地產開發有限公司 中國 人民幣80,000,000元 物業發展 有限公司

(Yulin Aoyuan Cannes Real Estate PRC 100% 100% RMB200,000,000 Property Limited liability

Development Company Limited) development company

玉林奧園康城房地產開發有限公司 中國 人民幣200,000,000元 物業發展 有限公司

(Jiangmen Jiangao Real Estate PRC 51% 51% RMB50,000,000 Property Limited liability

Development Company Limited) development company

(“Jiangmen Jiangao”)

江門江奧地產開發有限公司（「江門江奧」） 中國 人民幣50,000,000元 物業發展 有限公司

(Shenyang Aoyuan New City PRC 100% 100% RMB1,030,000,000 Property Limited liability

Property Company Limited) development company

瀋陽奧園新城置業有限公司 中國 人民幣1,030,000,000元 物業發展 有限公司

– F-681 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

412 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Guangzhou Aoyu Real Estate PRC 54% 54% HK$1,390,000,000 Property Limited liability

Exploitation Company Limited) development company

(“Guangzhou Aoyu”)

廣州奧譽房地產開發有限公司（「廣州奧譽」） 中國 1,390,000,000港元 物業發展 有限公司

(Zhongshan Plaza Development PRC 100% 100% USD110,000,000 Property Wholly foreign

Company Limited) development owned enterprise

中山廣場開發建設有限公司 中國 110,000,000美元 物業發展 外商獨資企業

(Woolim Fanta (Kunshan) PRC 100% 100% USD5,552,000 Property Wholly foreign

Development Company Limited) development owned enterprise

佑林泛太（昆山）置業有限公司 中國 5,552,000美元 物業發展 外商獨資企業

(Foshan Nanhai Nanao Real Estate PRC 55% 55% RMB100,000,000 Property Limited liability

Development Company Limited) development company

佛山市南海南奧房地產開發有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Guangzhou Aoyuan Cannes PRC 100% 100% RMB670,000,000 Property Limited liability

Investments Company Limited) development company

廣州奧園康城投資有限公司 中國 人民幣670,000,000元 物業發展 有限公司

(Aoyuan Group (Guangzhou) PRC 100% 100% RMB1,000,000,000 Property Limited liability

Company Limited) development company

奧園集團（廣州）有限公司 中國 人民幣1,000,000,000元 物業發展 有限公司

– F-682 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 413

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Guangzhou Wan Pui Investment PRC 100% 100% RMB238,000,000 Property Limited liability

Management Company Limited) development company

廣州市萬貝投資管理有限公司 中國 人民幣238,000,000元 物業發展 有限公司

(Guangzhou Nansha Aoyuan PRC 100% 100% RMB110,000,000 Hotel Limited liability

Health Hotel Company Limited) operation company

廣州南沙奧園養生酒店有限公司 中國 人民幣110,000,000元 酒店經營 有限公司

(Yangjiang City RunXin Properties PRC 85% 85% RMB100,000,000 Property Limited liability

Company Limited) development company

陽江市潤信置業有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Yun Fun Aoyuan Properties PRC 100% 100% RMB50,000,000 Property Limited liability

Company Limited) development company

雲浮奧園置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Chongqing YueAo Properties PRC 100% 100% RMB450,000,000 Property Wholly foreign

Company Limited) development owned enterprise

重慶粵奧置業有限公司 中國 人民幣450,000,000元 物業發展 外商獨資企業

(Aoyuan Group Chongqing PRC 51% 51% RMB200,000,000 Property Limited liability

Property Company Limited) development company

奧園集團重慶置業有限公司 中國 人民幣200,000,000元 物業發展 有限公司

– F-683 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

414 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Guangzhou Kangwei) PRC 51% 51% RMB150,000,000 Property Limited liability

development company

廣州康威集團有限公司 中國 人民幣150,000,000元 物業發展 有限公司

(Foshan City Nanhai Aoyu Real Estate PRC 100% 100% RMB50,000,000 Property Limited liability

Development Company Limited) development company

佛山市南海奧譽房地產開發有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Aoyuan Group (Meizhou) PRC 100% 100% RMB100,000,000 Property Limited liability

Company Limited) development company

奧園集團（梅州）有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Guangzhou LuoAo Real Estate PRC 100% 100% RMB100,000,000 Property Limited liability

Development Company Limited) development company

廣州蘿奧房地產開發有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Foshan Aoguan Property PRC 100% 100% RMB10,000,000 Property Limited liability

Company Limited) development company

佛山奧冠置業有限公司 中國 人民幣10,000,000元 物業發展 有限公司

(Foshan Aoyuan Group Company PRC 100% 100% RMB50,000,000 Property Limited liability

Limited) development company

奧園集團（佛山）置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

– F-684 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 415

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Yingde Aoyuan Group Company PRC 51% 51% RMB100,000,000 Property Limited liability

Limited) development company

奧園集團（英德）有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Guangdong Shangshui Wine PRC 100% 100% RMB20,408,000 Property Limited liability

Company Limited) development company

廣東尚水酒業有限公司 中國 人民幣20,408,000元 物業發展 有限公司

(Shaoguan Aoyuan Group Company PRC 100% 100% RMB100,000,000 Property Limited liability

Limited) development company

奧園集團（韶關）有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Chongqing Aoyu Property Company PRC 87.5% 87.5% RMB1,600,000,000 Property Wholly foreign

Limited) development owned enterprise

重慶奧譽置業有限公司 中國 人民幣1,600,000,000元 物業發展 外商獨資企業

(Jiaoling Aoyuan Square Company PRC 100% 100% RMB100,000,000 Property Limited liability

Limited) development company

蕉嶺奧園廣場有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Chongqing Jinao Property Company PRC 60% 60% RMB2,500,000,000 Property Limited liability

Limited) (“Chongqing Jinao”) development company

重慶錦奧置業有限公司（「重慶錦奧」） 中國 人民幣2,500,000,000元 物業發展 有限公司

– F-685 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

416 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Wuhua Aoyuan Square Company PRC 100% 100% RMB200,000,000 Property Limited liability

Limited) development company

五華奧園廣場有限公司 中國 人民幣200,000,000元 物業發展 有限公司

(Jiaoling Construction Engineering PRC 100% 100% RMB101,000,000 Construction Limited liability

Company Limited) company

蕉嶺縣建築工程有限公司 中國 人民幣101,000,000元 建築 有限公司

(Guangxi Hanlin Property Development PRC 100% 100% RMB200,000,000 Property Limited liability

Company Limited) development company

廣西瀚林房地產開發有限公司 中國 人民幣200,000,000元 物業發展 有限公司

(Anhui Qinlian Property Development PRC 100% 100% RMB150,000,000 Property Limited liability

Company Limited) development company

安徽勤聯房地產開發有限公司 中國 人民幣150,000,000元 物業發展 有限公司

(Guangdong Aoyuan Hanlin Investment PRC 100% 100% RMB100,000,000 Property Limited liability

Company Limited) development company

廣東奧園瀚林投資有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Anhui Hande Property Development PRC 100% 100% RMB30,000,000 Property Limited liability

Company Limited) development company

安徽瀚德房地產開發有限公司 中國 人民幣30,000,000元 物業發展 有限公司

– F-686 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 417

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Yangzhou Huiyin Property Co., Ltd.) PRC 100% 100% RMB50,000,000 Property Limited liability

development company

揚州匯銀置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Anhui Hanhua Property Development PRC 100% 100% RMB30,000,000 Property Limited liability

Company Limited) development company

安徽瀚華房地產開發有限公司 中國 人民幣30,000,000元 物業發展 有限公司

(Zhuhai Meixi Property Company PRC 93% 93% RMB10,000,000 Property Limited liability

Limited) development company

珠海市梅溪置業有限公司 中國 人民幣10,000,000元 物業發展 有限公司

(Liuyang Aoyuan Plaza Proprty PRC 100% 100% RMB100,000,000 Property Limited liability

Development Company Limted) development company

瀏陽奧園廣場房地產開發有限公司 中國 人民幣100,000,000元 物業發展 有限公司

130 Elizabeth Street Pty Ltd Australia 70% 70% AUD 10,000 Property N/A

development

130 Elizabeth Street Pty Ltd 澳洲 10,000澳元 物業發展 不適用

(Yulin Aoyuan Property Company PRC 100% 100% RMB100,000,000 Property Limited liability

Limited) development company

玉林奧園置業有限公司 中國 人民幣100,000,000元 物業發展 有限公司

– F-687 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

418 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Chengdu Yihua Property Company PRC 100% 53% RMB1,500,000,000 Property Limited liability

Limited) (“Chengdu Yihua”) (note 49) development company

成都宜華置業有限公司（「成都宜華」） （附註49）

中國 人民幣 1,500,000,000元 物業發展 有限公司

(Shenzhen Taifuhua Lanwan Property PRC 36% 36% RMB200,000,000 Property Limited liability

Company Limited) (note b) development company

深圳市泰富華瀾灣置業有限公司（附註b） 中國 人民幣200,000,000元 物業發展 有限公司

(Shenzhen Lanwan Hongsheng PRC 51% 51% RMB140,000,000 Investment Limited liability

Investments Company Limited) holding company

深圳市瀾灣弘盛投資有限公司 中國 人民幣140,000,000元 投資控股 有限公司

(Guangzhou Xiongtai Property PRC 100% 100% RMB173,333,333 Property Limited liability

Development Co., Ltd.) development company

廣州市雄泰房地產開發有限公司 中國 人民幣173,333,333元 物業發展 有限公司

(Huizhou Taihua Property PRC 100% 100% RMB80,000,000 Property Limited liability

Development Co., Ltd.) development company

惠州市泰華房地產開發有限公司 中國 人民幣80,000,000元 物業發展 有限公司

(Huizhou Tairui Property PRC 100% 100% RMB35,680,000 Property Limited liability

Development Co., Ltd.) development company

惠州市泰瑞房地產開發有限公司 中國 人民幣35,680,000元 物業發展 有限公司

– F-688 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 419

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Huizhou Taihong Property PRC 100% 100% RMB35,680,000 Property Limited liability

Development Co., Ltd.) development company

惠州市泰宏房地產開发有限公司 中國 人民幣35,680,000元 物業發展 有限公司

(Zhongshan Hualigao Property PRC 100% 100% RMB25,000,000 Property Limited liability

Investments Co., Ltd.) development company

中山市華麗高房地產投資有限公司 中國 人民幣25,000,000元 物業發展 有限公司

5799 Yonge Street Limited Partnership Canada 100% 100% CAD1,000 Property N/A

development

5799 Yonge Street Limited Partnership 加拿大 1,000加元 物業發展 不適用

(Foshang Nanhai Hengde Shengjia PRC 100% 100% RMB250,000,000 Property Limited liability

Property Development Co., Ltd.) development company

佛山市南海恒德勝嘉置業有限公司 中國 人民幣250,000,000元 物業發展 有限公司

(Shenzhen Qiuming Investment PRC 100% 100% RMB125,000,000 Property Limited liability

Development Co., Ltd.) development company

深圳市秋銘投資發展有限公司 中國 人民幣125,000,000元 物業發展 有限公司

(Ningbo Haituo Property Development PRC 100% 100% RMB160,000,000 Property Limited liability

Co., Ltd.) development company

寧波海拓置業有限公司 中國 人民幣160,000,000元 物業發展 有限公司

– F-689 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

420 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Ningbo Tianpai Property Development PRC 100% 100% RMB150,000,000 Property Limited liability

Co., Ltd.) development company

寧波天派置業有限公司 中國 人民幣150,000,000元 物業發展 有限公司

(Ningbo Disai Qianfeng Property PRC 100% 100% RMB210,000,000 Property Limited liability

Development Co., Ltd.) development company

寧波迪賽前豐置業有限公司 中國 人民幣210,000,000元 物業發展 有限公司

(Zhongshan Sanxiang Hongtai Real Estate PRC 100% 100% RMB10,000,000 Property Limited liability

Development Co., Ltd.) development company

中山市三鄉鎮宏泰房地產開發有限公司 中國 人民幣10,000,000元 物業發展 有限公司

(Zhongshan Jinzhuan Yonggu Property PRC 77% 77% RMB152,277,483 Property Limited liability

Development Co., Ltd.) development company

中山市金磚永固置業發展有限公司 中國 人民幣152,277,483元 物業發展 有限公司

(Huizhou Dayawan Fanglimei Investment PRC 100% 70% RMB17,680,000 Property Limited liability

Co., Ltd.) (“Huizhou Fanglimei”) (note 49) development company

惠州大亞灣房利美投資有限公司 （「惠州房利美」）（附註49）

中國 人民幣17,680,000元 物業發展 有限公司

(Beijing Xishui Garden Property PRC 100% 100% RMB500,000 Property Limited liability

Management Co., Ltd.) development company

北京市溪水花園物業管理有限公司 中國 人民幣500,000元 物業發展 有限公司

– F-690 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 421

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Huizhou Yuangu Industrial Co., Ltd.) PRC 100% 100% RMB10,000,000 Property Limited liability

development company

惠州市元谷實業有限公司 中國 人民幣10,000,000元 物業發展 有限公司

(Xiangtan Xingzhou Property Development PRC 100% 100% RMB68,000,000 Property Limited liability

Co., Ltd.) development company

湘潭星舟置業有限責任公司 中國 人民幣68,000,000元 物業發展 有限公司

(Fujian Huali Weiye Property Development PRC 100% 100% RMB200,000,000 Property Limited liability

Co., Ltd.) development company

福建省華力偉業置地有限公司 中國 人民幣200,000,000元 物業發展 有限公司

(Zhuhai Haichen Investment Co., Ltd.) PRC 80% 80% RMB280,000,000 Property Limited liability

development company

珠海市海辰投資有限公司 中國 人民幣280,000,000元 物業發展 有限公司

(Huizhou Ganghong Real Estate PRC 51% 51% RMB20,408,200 Property Limited liability

Development Co., Ltd.) development company

惠州市崗宏房地產開發有限公司 中國 人民幣20,408,200元 物業發展 有限公司

(Huizhou Hengchuang Jianye Real Estate PRC 51% 51% RMB2,040,000 Property Limited liability

Development Co., Ltd.) development company

惠州市恒創建業房地產開發有限公司 中國 人民幣2,040,000元 物業發展 有限公司

– F-691 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

422 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Ningbo Yirongda Property PRC 100% 100% RMB100,000,000 Property Limited liability

Co., Ltd.) development company

寧波逸榮達置業有限公司 中國 人民幣100,000,000元 物業發展 有限公司

(Qingdao Xinghaiwan Property PRC 80% 80% RMB50,000,000 Property Limited liability

Co., Ltd.) development company

青島星海灣置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Huizhou Huiyang Jindeming Industrial PRC 70% 70% RMB50,000,000 Property Limited liability

Co., Ltd.) development company

惠州市惠陽區金德明實業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

(Zhuhai Laili Science and Technology PRC 70% 70% RMB80,000,000 Property Limited liability

Co., Ltd.) development company

珠海來利科技有限公司 中國 人民幣80,000,000元 物業發展 有限公司

(Taxing Aoxin Property PRC 51% 51% RMB204,080,000 Property Limited liability

Co., Ltd.) development company

泰興市奧新置業有限公司 中國 人民幣204,080,000元 物業發展 有限公司

(Zhongshan Ruida Real Estate PRC 95% 95% RMB20,000,000 Property Limited liability

Co., Ltd.) development company

中山市銳大房地產有限公司 中國 人民幣20,000,000元 物業發展 有限公司

– F-692 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 423

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Huizhou Hefu Real Estate Development PRC 80% 80% RMB56,650,000 Property Limited liability

Co., Ltd.) development company

惠州市合富地產開發有限公司 中國 人民幣56,650,000元 物業發展 有限公司

(Chengdu Huanmei Industrial PRC 100% 100% RMB354,000,000 Property Limited liability

Co., Ltd.) development company

成都環美置業有限公司 中國 人民幣354,000,000元 物業發展 有限公司

(Huizhou Longyuan Real Estate PRC 100% 100% RMB10,000,000 Property Limited liability

Development Co., Ltd.) development company

惠州龍圓房地產開發有限公司 中國 人民幣10,000,000元 物業發展 有限公司

(Qingdao Shengji Jinmao Construction PRC 80% 80% RMB422,372,944 Property Limited liability

and Development Co., Ltd.) development company

青島盛季金茂建設發展有限公司 中國 人民幣422,372,944元 物業發展 有限公司

(Yueyang Dingxin Property PRC 40% 40% RMB90,000,000 Property Limited liability

Co., Ltd.) (Note 48(a)) development company

岳陽鼎信置業有限公司（附註48(a)） 中國 人民幣90,000,000元 物業發展 有限公司

(Huizhou Hongtaichang Industrial PRC 100% 100% RMB71,120,000 Property Limited liability

Co., Ltd.) development company

惠州市鴻泰昌實業有限公司 中國 人民幣71,120,000元 物業發展 有限公司

– F-693 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

424 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Wuzhou Minghu Real Estate PRC 51% 51% RMB16,330,000 Property Limited liability

Development Investments Co., Ltd.) development company

梧州市名湖房地產開發有限公司 中國 人民幣16,330,000元 物業發展 有限公司

(Chenzhou Jialishen Real Estate PRC 70% 70% RMB333,340,000 Property Limited liability

Development Co., Ltd.) development company

郴州加利申房地產開發有限公司 中國 人民幣333,340,000元 物業發展 有限公司

(Chongqing Jingyang Real Estate PRC 100% 80% RMB100,000,000 Property Limited liability

Development Co., Ltd.) (note 49) development company

重慶勁揚房地產開發有限公司（附註49） 中國 人民幣100,000,000元 物業發展 有限公司

(Wuzhou Guihongda Real Estate PRC 51% 51% RMB102,040,800 Property Limited liability

Development Co., Ltd.) development company

梧州市桂宏達房地產開發有限公司 中國 人民幣102,040,800元 物業發展 有限公司

(Chongqing Xinhongyang Industrial PRC 85% 65% RMB100,000,000 Property Limited liability

Co., Ltd.) (“Chongqing Xinhongyang”)

(note 49)

development company

重慶新紅陽實業有限公司（「重慶新紅陽」） （附註49）

中國 人民幣100,000,000元 物業發展 有限公司

(Zhuhai Xiangtian Real Estate PRC 90% 90% RMB23,880,000 Property Limited liability

Development Co., Ltd.) development company

珠海市祥田房地產開發有限公司 中國 人民幣23,880,000元 物業發展 有限公司

– F-694 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 425

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Tanshan Junhua Property Investment PRC 100% 100% RMB87,000,000 Property Limited liability

Co., Ltd.) development company

台山市君華置業投資有限公司 中國 人民幣87,000,000元 物業發展 有限公司

(Dongguan Sujin Property Development PRC 65% 65% RMB51,428,571 Property Limited liability

Co., Ltd.) development company

東莞市塑金置業有限公司 中國 人民幣51,428,571元 物業發展 有限公司

(Meizhou Huangjia Mingdian Development PRC 51% 51% RMB20,408,163 Property Limited liability

Co., Ltd.) development company

梅州皇家名典房地產開發有限公司 中國 人民幣20,408,163元 物業發展 有限公司

(Dongguan Hehe Chenghui Real Estate PRC 95% 95% RMB20,000,000 Property Limited liability

Development Co., Ltd.) development company

東莞市合和城輝房地產投資有限公司 中國 人民幣20,000,000元 物業發展 有限公司

(Yangzhou Aoyuan Property Development PRC 51% 51% RMB196,078,400 Property Limited liability

Co., Ltd.) development company

揚州奧園置業有限公司 中國 人民幣196,078,400元 物業發展 有限公司

(Jingzhou Aoyuan Property Development PRC 100% 100% RMB300,000,000 Property Limited liability

Co., Ltd.) development company

荊州奧園置業有限公司 中國 人民幣300,000,000元 物業發展 有限公司

– F-695 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

426 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Qingdao Shengshi Jiade Business PRC 80% N/A RMB331,108,721 Property Limited liability

Development Co., Ltd.) development company

青島盛世嘉德商業發展有限公司 中國 不適用 人民幣331,108,721元 物業發展 有限公司

(Hunan Chenqi Zhigu Technology PRC 90% N/A RMB53,333,300 Property Limited liability

Development Co., Ltd.) (note 50(c)) development company

湖南省晨啟智穀科技發展有限公司 （附註50(c)）

中國 不適用 人民幣53,333,300元 物業發展 有限公司

(Qingyuan Hechuang Taifu Real Estate PRC 80% N/A RMB180,000,000 Property Limited liability

Development Co., Ltd.) development company

清遠市合創泰富房地產開發有限公司 中國 不適用 人民幣180,000,000元 物業發展 有限公司

(Guanghan Dingxing Real Estate PRC 100% N/A RMB210,000,000 Property Limited liability

Co., Ltd.) development company

廣漢鼎興置業有限公司 中國 不適用 人民幣210,000,000元 物業發展 有限公司

(Huizhou Qingda Real Estate PRC 60% N/A RMB75,000,000 Property Limited liability

Development Co., Ltd.) development company

惠州慶達房地產有限公司 中國 不適用 人民幣75,000,000元 物業發展 有限公司

(Fujian Zhilifang Real Estate Development PRC 80% N/A RMB120,000,000 Property Limited liability

Co., Ltd.) (note 50(c)) development company

福建置立方地產發展有限公司（附註50(c)） 中國 不適用 人民幣120,000,000元 物業發展 有限公司

– F-696 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 427

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Kunming Ya Li Tai Trading Co., Ltd) PRC 51% N/A RMB1,500,000,000 Property Limited liability

development company

昆明亞利泰商貿有限責任公司 中國 不適用 人民幣1,500,000,000元 物業發展 有限公司

(Zhuhai Bonded Area Qi Heng Logistics PRC 60% N/A RMB200,000,000 Property Limited liability

Co., Ltd.) development company

珠海保稅區啟恒物流有限公司 中國 不適用 人民幣200,000,000元 物業發展 有限公司

(Shaanxi Hengtai Real Estate PRC 50% N/A RMB140,000,000 Investment Limited liability

Development, Ltd.) (note 48 (a)) holding company

陝西恒泰房地產發展有限責任公司 （附註48 (a)）

中國 不適用 人民幣140,000,000元 物業發展 有限公司

(Chongqing Aojiao Real Estate PRC 100% N/A RMB70,000,000 Property Limited liability

Co., Ltd.) development company

重慶奧驕房地產開發有限公司 中國 不適用 人民幣70,000,000元 物業發展 有限公司

(Dangshan Colorful World Real Estate PRC 100% N/A RMB230,000,000 Property Limited liability

Development Co., Ltd) development company

碭山縣七彩世界房地產開發有限公司 中國 不適用 人民幣230,000,000元 物業發展 有限公司

(Chongqing Boang Real Estate PRC 100% N/A RMB20,000,000 Property Limited liability

Co., Ltd.) development company

重慶博昂置業有限公司 中國 不適用 人民幣20,000,000元 物業發展 有限公司

– F-697 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

428 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Foshan Nanhai Jiamei Real Estate PRC 100% N/A RMB260,000,000 Property Limited liability

Co., Ltd.) development company

佛山市南海嘉美置業有限公司 中國 不適用 人民幣260,000,000元 物業發展 有限公司

(Guiping Zhonglian Investment PRC 60% N/A RMB50,000,000 Property Limited liability

Development Co., Ltd.) development company

桂平市中聯投資發展有限公司 中國 不適用 人民幣50,000,000元 物業發展 有限公司

(Chongqing Bijin Real Estate PRC 100% N/A RMB116,666,700 Property Limited liability

Development Co., Ltd) development company

重慶市碧津房地產開發有限公司 中國 不適用 人民幣116,666,700元 物業發展 有限公司

(Zhengzhou Qidi Real Estate PRC 85% N/A RMB250,000,000 Property Limited liability

Co., Ltd.) development company

鄭州啟迪置業有限公司 中國 不適用 人民幣250,000,000元 物業發展 有限公司

(Sichuang Zhongsheng Jiuding Real PRC 100% N/A RMB8,000,000 Property Limited liability

Estate Co., Ltd.) development company

四川中盛九鼎置業有限公司 中國 不適用 人民幣8,000,000元 物業發展 有限公司

(Enping Jinsheng Real Estate PRC 70% N/A RMB64,697,158 Property Limited liability

Development Co., Ltd.) development company

恩平進升房地產開發有限公司 中國 不適用 人民幣64,697,158元 物業發展 有限公司

– F-698 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 429

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Enping Huajing Real Estate PRC 70% N/A RMB63,997,132 Property Limited liability

Development Co., Ltd.) development company

恩平華璟房地產開發有限公司 中國 不適用 人民幣63,997,132元 物業發展 有限公司

(Hefei Qianhai Hanhua Real Estate PRC 90% N/A RMB20,000,000 Property Limited liability

Co., Ltd.) (note 50(c)) development company

合肥前海漢華置業有限公司（附註50(c)） 中國 不適用 人民幣20,000,000元 物業發展 有限公司

(Chengdu Xinxinan Real Estate PRC 100% N/A RMB14,546,536 Property Limited liability

Development Co., Ltd.) development company

成都新西南房地產有限公司 中國 不適用 人民幣14,546,536元 物業發展 有限公司

(Alading Zhihui Town (Zhangjiakou) Real PRC 80% N/A RMB100,000,000 Property Limited liability

Estate Development Co., Ltd) development company

阿拉丁智匯城房地產開發（張家口）有限公司 中國 不適用 人民幣100,000,000元 物業發展 有限公司

(Hengyang Shi’an Real Estate PRC 100% N/A RMB8,000,000 Property Limited liability

Development Co., Ltd.) development company

衡陽市世安房地產開發有限公司 中國 不適用 人民幣8,000,000元 物業發展 有限公司

(Huizhou Tianxiang Real Estate PRC 70% N/A RMB500,000 Property Limited liability

Development Co., Ltd.) development company

惠州市天翔房地產開發有限公司 中國 不適用 人民幣500,000元 物業發展 有限公司

– F-699 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

430 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Chongqing Tiantou Industrial Co., Ltd) PRC 100% N/A RMB181,529,000 Property Limited liability

development company

重慶天投實業有限公司 中國 不適用 人民幣181,529,000元 物業發展 有限公司

(Zhuahai Taorui Investment PRC 73% N/A RMB242,537,300 Investment Limited liability

development Co., Ltd.) holding company

珠海韜睿投資發展有限公司 中國 不適用 人民幣242,537,300元 投資控股 有限公司

(Zhuhai Minshang Internet Finance PRC 60% N/A RMB100,000,000 Property Limited liability

Building Development Co., Ltd.) development company

珠海民商互聯網金融大廈開發有限公司 中國 不適用 人民幣100,000,000元 物業發展 有限公司

(Zhanjiang Dongsheng Environmental PRC 60% N/A RMB25,000,000 Property Limited liability

Protection Biodiesel Technology Co., Ltd) development company

湛江市東昇環保生物柴油科技有限公司 中國 不適用 人民幣25,000,000元 物業發展 有限公司

(Baoding Ruiheng Real Estate PRC 51% N/A RMB26,529,286 Property Limited liability

Development Co., Ltd.) development company

保定市銳恒房地產開發有限公司 中國 不適用 人民幣26,529,286元 物業發展 有限公司

(Shaanxi Wanyi Real Estate PRC 100% N/A RMB30,000,000 Property Limited liability

Co., Ltd.) development company

陝西萬怡置業有限公司 中國 不適用 人民幣30,000,000元 物業發展 有限公司

– F-700 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 431

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Xi’an Yijingyuan Real Estate PRC 100% N/A RMB10,000,000 Property Limited liability

Development Co., Ltd.) development company

西安市怡景苑房地產開發有限公司 中國 不適用 人民幣10,000,000元 物業發展 有限公司

(Chengdu Hongmao Industrial PRC 100% N/A RMB124,898,000 Property Limited liability

Co., Ltd.) development company

成都宏懋實業有限公司 中國 不適用 人民幣124,898,000元 物業發展 有限公司

(Foshan Junyu Real Estate PRC 51% N/A RMB6,122,400 Property Limited liability

Co., Ltd.) development company

佛山市鈞裕置業有限公司 中國 不適用 人民幣6,122,400元 物業發展 有限公司

(Guangzhou Aoyuan Jintai Real PRC 51% N/A RMB20,408,163 Investment Limited liability

Estate Co., Ltd.) holding company

廣州奧園錦泰置業有限公司 中國 不適用 人民幣20,408,163元 投資控股 有限公司

(Jiangmen Pengjiang Baishi Yonghao PRC 43% N/A RMB100,000,000 Property Limited liability

Real Estate Development Co., Ltd) (note c) development company

江門市蓬江區白石永灝地產開發有限公司 （附註c）

中國 不適用 人民幣100,000,000元 物業發展 有限公司

(Xingtai Hongzheng Real Estate PRC 60% N/A RMB25,000,000 Property Limited liability

Development Co., Ltd.) development company

邢台宏正房地產開發有限責任公司 中國 不適用 人民幣25,000,000元 物業發展 有限公司

– F-701 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

432 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Hubei Yilong Urbanization PRC 51% N/A RMB61,224,500 Property Limited liability

Construction Co., Ltd.) development company

湖北翼龍城鎮化建設有限公司 中國 不適用 人民幣61,224,500元 物業發展 有限公司

(Changde Jinsu Real Estate PRC 35% N/A RMB100,000,000 Property Limited liability

Co., Ltd.) (note 48(a)) development company

常德市金粟置業有限責任公司 （附註48(a)）

中國 不適用 人民幣100,000,000元 物業發展 有限公司

(Tianjin Wuyi Sunshine Investment PRC 100% N/A RMB140,000,000 Property Limited liability

Development Co., Ltd) development company

天津市五一陽光投資發展有限公司 中國 不適用 人民幣140,000,000元 物業發展 有限公司

(Anji Yinrui Real Estate PRC 100% N/A RMB50,000,000 Investment Limited liability

Development Co., Ltd.) holding company

安吉銀瑞房地產開發有限公司 中國 不適用 人民幣50,000,000元 投資控股 有限公司

(Anji Yinkai Real Estate PRC 100% N/A RMB47,500,000 Property Limited liability

Co., Ltd.) development company

安吉銀凱置業有限公司 中國 不適用 人民幣47,500,000元 物業發展 有限公司

(Anji Yinsheng Estate PRC 100% N/A RMB50,000,000 Property Limited liability

Co., Ltd.) development company

安吉銀盛置業有限公司 中國 不適用 人民幣50,000,000元 物業發展 有限公司

– F-702 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 433

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable effective

equity interest

held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱 註冊成立╱成立地點

所持應佔實際股權 已發行及繳足股本╱註冊股本

主要業務 法律形式

2018 2017

二零一八年 二零一七年

(Shanghai Olympic Garden Tourism PRC 100% N/A RMB90,909,000 Cultural Limited liability

Development Co., Ltd.) tourism company

上海奥園旅遊發展有限公司 中國 不適用 人民幣90,909,000元 文化旅遊 有限公司

(Shanghai Jiangnan Pastoral Leisure PRC 100% N/A RMB18,181,800 Hotel Limited liability

Club Co.Ltd.) operation company

上海江南田園休閒會所有限公司 中國 不適用 人民幣18,181,800元 物業發展 有限公司

Capital Benefit Limited HK 100% N/A HKD1 Property Limited liability

development company

益本有限公司 香港 不適用 1港元 物業發展 有限公司

Greatmax International Limited HK 100% N/A HKD1 Property Limited liability

development company

益明國際有限公司 香港 不適用 1港元 物業發展 有限公司

– F-703 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

434 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries

(continued)

59. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司的一般資料（續）

Notes:

(a) Add Hero is directly held by the Company and the remaining subsidiaries comprising the Group are indirectly held by the Company.

(b) This company is 70%-owned subsidiary held by Hongsheng Investments, the effective equity interest held by the Group is 36%.

(c) This company is 85%-owned subsidiary held by Guangzhou Aoyuan Jintai Real Estate Co., Limited, the effective equity interest held by the Group is 43%.

(d) BVI and Hong Kong incorporated companies are operating in Hong Kong, Australia and Canada incorporated companies are operating in Australia and Canada, respectively, and other subsidiaries are operating in the PRC.

(e) None of the subsidiaries had issued any debt securities at the end of the year except for Aoyuan Group which has issued RMB5,540,000,000 (2017: RMB5,900,000,000) of corporate bonds, in which the Group has RMB5,540,000,000 (2017: RMB5,900,000,000) interest.

(f) The above table lists the principal subsidiaries of the Company which, in the opinion of the executive directors, principally affect the results or assets of the Group. To give full details of subsidiaries would, in the opinion of the executive directors, result in particulars of excessive length.

附註：

(a) Add Hero由本公司直接持有，其餘組成本集團之附屬公司均由本公司間接持有。

(b) 該公司乃由弘盛投資持有70%之附屬公司，本集團持有其36%的實際股權。

(c) 該公司乃由廣州奧園錦泰置業有限公司持有85%之附屬公司，本集團持有其43%的實際股權。

(d) 於英屬處女群島及香港註冊成立之公司在香港經營外，於澳洲及加拿大註冊成立之公司分別於澳洲及加拿大經營及其他附屬公司均於中國經營。

(e) 於年末，概無附屬公司發行任何債務證券，惟奧園集團已發行人民幣5,540,000,000元（ 二 零 一 七 年： 人 民 幣5,900,000,000元）之公司債券，本集團於當中擁有人民幣5,540,000,000元（二零一七年：人民幣5,900,000,000元）權益。

(f) 上表列出執行董事認為主要影響本集團業績或資產之本公司主要附屬公司。執行董事認為詳細敘述附屬公司會令細節過於冗長。

– F-704 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 435

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(b) Composition of the Group

At the end of the reporting period, the Company has

other subsidiaries that are not material to the Group. A

majority of these subsidiaries operate in PRC. The principal

activities of these subsidiaries are summarised as follows:

Principal place

Principal activities of businesses Number of subsidiaries

主要業務 主要營業地點 附屬公司數目2018 2017

二零一八年 二零一七年

Investment holding BVI 52 51

投資控股 英屬處女群島Hong Kong 86 64

香港PRC 46 15

中國Australia 3 3

澳洲Canada 2 2

加拿大Property development and investment PRC 106 73

物業發展及投資 中國Australia 14 11

澳洲Canada 28 16

加拿大Provision of consultancy and

management services PRC 57 53

提供顧問及管理服務 中國Others PRC 29 4

其他 中國

423 292

59. 本公司主要附屬公司詳情（續）

(b) 本集團之組成

本公司於報告期末有其他對本集團並不重要的附屬公司。大部分該等附屬公司均於中國營運。有關附屬公司的主要業務概述如下：

– F-705 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

436 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests

The table below shows details of non-wholly owned subsidiaries of the Group as at 31 December 2018 and 31 December 2017 that have material non-controlling interests:

Name of subsidiary

Place of

establishment

and principal

place of

business

Proportion of

ownership interests

voting rights held by

non-controlling

interests

Profit (loss)

allocated to

non-controlling

interests

Accumulated

non-controlling

interests

附屬公司名稱成立地點及主要營業地點

非控股權益所持有擁有權權益及投票權 分配至非控股權益的溢利（虧損） 累計非控股權益

31/12/2018 31/12/2017 31/12/2018 31/12/2017 31/12/2018 31/12/2017二零一八年

十二月三十一日二零一七年

十二月三十一日二零一八年

十二月三十一日二零一七年

十二月三十一日二零一八年

十二月三十一日二零一七年

十二月三十一日RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Chongqing Jinao PRC 40% 40% 28,602 171,022 1,001,712 1,028,489重慶錦奧 中國

Aoyuan Group (Yingde) PRC 49% 49% (11,485) (2,239) 1,127,348 1,138,833奧園集團（英德） 中國

Hongsheng Investments PRC 49% 49% (17,351) (15,112) 1,175,399 1,229,040弘盛投資 中國

Non-wholly subsidiary of Hongsheng Investments, Lanwan Property PRC 30% 30% (15,186) (13,230) 949,276 964,462弘盛投資之非全資附屬公司瀾灣置業 中國

Aoyuan (Shenzhen) City Renewal Company Limited PRC 49% 49% (798) – 2,999,202 3,000,000奧園（深圳）城市更新有限公司 中國

Guangdong Aoyuan City Renewal Investment Management Company Limited PRC 49% 49% (1,847) – 2,998,153 3,000,000廣東奧園城市更新投資管理有限公司 中國

Individually immaterial subsidiaries with non-controlling interests – – 548,655 171,583 8,610,539 6,610,430非控股權益的獨立非重大附屬公司

– 530,590 312,024 18,861,629 16,971,254

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情

下表載列本集團於二零一八年十二月三十一日及二零一七年十二月三十一日擁有重大非控股權益之非全資附屬公司詳情：

– F-706 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 437

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)

Summarised financial information in respect of Chongqing Jinao, Guangzhou Aoyu and Hongsheng Investments that has material non-controlling interests is set out below. The summarized financial information/consolidated financial information below represents amounts before intergroup eliminations.

Chongqing Jinao

2018 2017二零一八年 二零一七年

RMB’000 RMB’000人民幣千元 人民幣千元

Non-current assets 非流動資產 714,936 575,465

Current assets 流動資產 2,526,660 3,090,811

Current liabilities 流動負債 724,708 1,057,288

Non-current liabilities 非流動負債 12,607 37,766

Total equity 總權益 2,504,281 2,571,222

Revenue 營業額 604,837 1,933,347

Expenses 開支 533,330 1,505,793

Profit and total comprehensive income for the year

年內溢利及全面收益總額71,507 427,554

Dividend distributions 股息分派 138,448 158,911

Net cash inflow from operating activities 經營活動現金流入淨額 116,269 367,558

Net cash inflow (outflow) from investing activities

投資活動現金流入（流出）淨額(325,671) (333,393)

Net cash inflow (outflow) from financing activities

融資活動現金 流入（流出）淨額 106,982 (216,059)

Net cash outflow 現金流出淨額 (102,420) (181,894)

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

有關擁有重大非控股權益之重慶錦奧、廣州奧譽及弘盛投資的財務資料概述如下。下文財務資料╱綜合財務資料概要指於集團內對銷前金額。

重慶錦奧

– F-707 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

438 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries

that have material non-controlling interests (continued)

Aoyuan Group (Yingde)

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current assets 非流動資產 334,520 5,124

Current assets 流動資產 2,710,130 2,405,035

Current liabilities 流動負債 743,940 86,011

Non-current liabilities 非流動負債 – –

Total equity 總權益 2,300,710 2,324,148

Revenue 營業額 – –

Expenses 開支 23,438 4,569

Loss and total comprehensive expense

for the year

年內虧損及全面開支總額(23,438) (4,569)

Dividend distributions 股息分派 – –

Net cash inflow (outflow) from operating

activities

經營活動現金流入 （流出）淨額 429,739 (212,477)

Net cash inflow (outflow) from investing

activities

投資活動現金流入 （流出）淨額 148,585 (1,092,400)

Net cash inflow from financing activities 融資活動現金流入淨額 72,000 1,322,302

Net cash inflow 現金流入淨額 650,324 17,425

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

奧園集團（英德）

– F-708 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 439

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)

Hongsheng Investments and its subsidiary

(“Hongsheng Group”)

2018 2017二零一八年 二零一七年

RMB’000 RMB’000人民幣千元 人民幣千元

Non-current assets 非流動資產 34,953 18,565

Current assets 流動資產 8,475,297 6,422,797

Current liabilities 流動負債 4,462,201 2,968,655

Non-current liabilities 非流動負債 700,000 –

Equity attributable to the owner of 弘盛集團擁有人應佔權益 Hongsheng Group 2,398,773 2,508,245

Non-controlling interests of Hongsheng Group 弘盛集團之非控股權益 949,276 964,462

Revenue 營業額 – –

Expenses 開支 50,596 44,071

Loss and total comprehensive expense for the year 年內虧損及全面開支總額 (50,596) (44,071)

Loss and total comprehensive 本公司應佔虧損及 expense attributable to the Company 全面開支總額 (35,410) (30,841)

Loss and total comprehensive 非控股權益應佔虧損及 expense attributable to the non-controlling interests 全面開支總額 (15,186) (13,230)

Loss and total comprehensive expense for the year 年內虧損及全面開支總額 (50,596) (44,071)

Dividend distributions 股息分派 74,062 220,209

Net cash inflow from operating activities 經營活動現金流入淨額 1,246,404 1,565,108

Net cash outflow from investing activities 投資活動現金流出淨額 (1,468,943) (1,678,064)

Net cash inflow from financing activities 融資活動現金流入淨額 125,938 581,000

Net cash (outflow) inflow 現金（流出）流入淨額 (96,601) 468,044

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

弘盛投資及其附屬公司（「弘盛集團」）

– F-709 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

440 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries

that have material non-controlling interests (continued)

Aoyuan (Shenzhen) City Renewal Company Limited

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current assets 非流動資產 9,900 –

Current assets 流動資產 6,110,921 6,122,449

Current liabilities 流動負債 – –

Non-current liabilities 非流動負債 – –

Total equity 總權益 6,120,821 6,122,449

Revenue 營業額 – –

Expenses 開支 1,628 –

Loss and total comprehensive 年內虧損及全面開支總額 expense for the year (1,628) –

Dividend distributions 股息分派 – –

Net cash outflow from operating activities經營活動現金流出 淨額 (1,709) (25,019)

Net cash inflow (outflow) from investing

activities

投資活動現金流入 （流出）淨額 11,370 (6,096,449)

Net cash inflow from financing activities 融資活動現金流入淨額 – 6,122,449

Net cash inflow 現金流入淨額 9,661 981

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

奧園（深圳）城市更新有限公司

– F-710 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 441

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

59. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries

that have material non-controlling interests (continued)

Guangdong Aoyuan City Renewal Investment

Management Company Limited

2018 2017

二零一八年 二零一七年RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current assets 非流動資產 46,353 –

Current assets 流動資產 6,118,859 6,122,453

Current liabilities 流動負債 179 4

Non-current liabilities 非流動負債 – –

Total equity 總權益 6,165,033 6,122,449

Revenue 營業額 46,353 –

Expenses 開支 3,769 –

Profit and total comprehensive 年內溢利及全面收益總額 income for the year 42,584 –

Dividend distributions 股息分派 – –

Net cash outflow from operating

activities

經營活動現金流出 淨額 (4,133) (50)

Net cash inflow (outflow) from investing

activities

投資活動現金流入 （流出）淨額 3,447 (6,121,400)

Net cash inflow from financing activities 融資活動現金流入淨額 – 6,122,499

Net cash (outflow) inflow 現金（流出）流入淨額 (686) 999

59. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

廣東奧園城市更新投資管理有限公司

– F-711 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

442 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

60. Major Non-cash Transactions

During the year ended 31 December 2018, the Group entered

into a settlement agreement with Zhuzhou Jinye and Zhuzhou

Aoyuan for the settlement between amounts due from joint

ventures of RMB702,862,000 and amounts due to joint

ventures of RMB702,862,000.

61. Events After the Reporting Period

Subsequent to the reporting date, the Group had following

significant events took place:

(a) On 3 January 2019, the Company issued senior notes

(the “2019 Notes 1”) in an aggregate principal amount

of USD275,000,000 (equivalent to RMB1,887 million)

(to be consolidated and form a single series with

the USD225,000,000 7.95% senior note issued on 7

September 2018) carries interest at 7.95% per annum

and due in 2021. Details of the terms and conditions are

set out in at the announcement issued by the Company

on 3 January 2019. Up to the date of issuance of these

consolidated financial statements, the net proceeds of

approximately USD278,000,000 (equivalent to RMB1,908

million) from the issuance of the 2019 Notes 1 have been

fully received.

60. 主要非現金交易

於截至二零一八年十二月三十一止年度，本集團與株洲金業及株洲奧園訂立結算協議，以結算應收合營企業款項人民幣702,862,000元及應付合營企業款項人民幣702,862,000元。

61. 報告期後事項

於報告日期後，本集團發生以下重大事件：

(a) 於二零一九年一月三日，本公司發行本金總額為275,000,000美元（等於人民幣1,887百萬元）、按年利率7.95%計息及於二零二一年到期的優先票據（將與於二零一八年九月七日發行的225,000,000美元按年利率7.95%計息的優先票據合併構成單一系列）（「二零一九年票據一」）。條款及條件的詳情載於本公司於二零一九年一月三日刊發的公告。直至刊發該等綜合財務報表日期，本公司已悉數收取發行二零一九年票據一的所得款項淨額約278,000,000美元（等於人民幣1,908百萬元）。

– F-712 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 443

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

61. Events After the Reporting Period (Continued)

(b) On 15 January 2019, the Company issued senior notes

(the “2019 Notes 2”) in an aggregate principal amount

of USD500,000,000 (equivalent to RMB3,377 million)

carries interest at 8.50% per annum and due in 2022.

Details of the terms and conditions are set out in at the

announcement issued by the Company on 15 January

2019. Up to the date of issuance of these consolidated

financial statements, the net proceeds of approximately

USD493,000,000 (equivalent to RMB3,330 million)) from

the issuance of the 2019 Notes 2 have been fully received.

(c) During the period from 1 January 2019 to the date of these consolidated financial statements, the Group has entered into agreements to acquire certain subsidiaries in the PRC engaging in property development with an aggregate consideration of approximately RMB55,000,000. In addition, the Group also entered into agreements to acquire certain equity interest in a company listed in the Hong Kong Stock Exchange at a consideration of approximately HK$200,000,000. These acquisitions had not been completed at the date of these consolidated financial statements and the directors of the Company expected they will be completed before 31 December 2019.

61. 報告期後事項（續）

(b) 於二零一九年一月十五日，本公司發行本金總額為500,000,000美元（等於人民幣3,377百萬元）、按年利率8.50%計息及於二零二二年到期的優先票據（「二零一九年票據二」）。條款及條件的詳情載於本公司於二零一九年一月十五日刊發的公告。直至刊發該等綜合財務報表日期，本公司已悉數收取發行二零一九年票據二的所得款項淨額約493,000,000美元（等於人民幣3,330百萬元）。

(c) 於二零一九年一月一日起至該等綜合財務報表日期止期間，本集團已訂立協議，以於中國收購從事物業發展的若干附屬公司，總代價約為人民幣55,000,000元。此外，本集團亦訂立協議，以收購於香港聯交所上市公司的若干股權，總代價約為200,000,000港元。該等收購於該等綜合財務報表日期尚未完成且本公司董事預期該等交易將於二零一九年十二月三十一日之前完成。

– F-713 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

444 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

61. Events After the Reporting Period (Continued)

(d) On 11 February 2019, the Company issued senior notes (the “2019 Notes 3”) in an aggregate principal amount of USD225,000,000 (equivalent to RMB1,519 million) carries interest at 7.95% per annum and due in 2023. Details of the terms and conditions are set out in at the announcement issued by the Company on 11 February 2019. Up to the date of issuance of these consolidated financial statements, the net proceeds of approximately USD221,000,000 (equivalent to RMB1,492 million) from the issuance of the 2019 Notes 3 have been fully received.

(e) On 28 February 2019, the prospectus in connection with the proposed spin-off and separate listing and global offering of Aoyuan Healthy Life, a subsidiary of the Group, on the Main Board of the Stock Exchange has been published. The global offering is conditional upon a number of factors, details of the transaction are set out in at the announcement issued by the Company on 28 February 2019.

Upon completion of the transaction, the Group’s interest in Aoyuan Healthy Life will reduce from 75.50% to 56.63% without losing control and the difference between the consideration to be received and the attributable equity interests in Aoyuan Healthy Life to be disposed will be directly recognised in equity.

61. 報告期後事項（續）

(d) 於二零一九年二月十一日，本公司發行本金總額為225,000,000美元（等於人民幣1,519百萬元）、按年利率7.95%計息及於二零二三年到期的優先票據（「二零一九年票據三」）。條款及條件的詳情載於本公司於二零一九年二月十一日刊發的公告。直至刊發該等綜合財務報表日期，本公司已悉數收取發行二零一九年票據三的所得款項淨額約221,000,000美元（等於人民幣1,492百萬元）。

(e) 於二零一九年二月二十八日，有關建議分拆本集團一間附屬公司奧園健康生活及在聯交所主板獨立上市的招股章程已予刊發。全球發售取決於若干因素，交易的詳情載於本公司於二零一九年二月二十八日刊發的公告。

於交易完成後，本集團於奧園健康生活的股權將由75.50%削減至56.63%，而不會失去控制權且將收取的代價與將出售奧園健康生活應佔股權之間的差額將直接於權益確認。

– F-714 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

中國奧園集團股份有限公司 二零一八年年報 445

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

62. Statement of Financial Position and Reserves of the Company

2018 2017二零一八年 二零一七年

RMB’000 RMB’000人民幣千元 人民幣千元

NON-CURRENT ASSETS 非流動資產Property, plant and equipment 物業、廠房及設備 851 1,083Investments in subsidiaries 於附屬公司的投資 7,502,335 4,401,648Equity instrument at fair value through other comprehensive income

按公平值計入其他全面收益 的股本工具 20,265 –

Amounts due from subsidiaries 應收附屬公司款項 1,902,129 1,902,129

9,425,580 6,304,860

CURRENT ASSETS 流動資產Trade and other receivables 貿易及其他應收款 1,735 1,989Amounts due from subsidiaries 應收附屬公司款項 11,834,186 6,109,758Bank balances and cash 銀行結餘及現金 70,923 157,880

11,906,844 6,269,627

CURRENT LIABILITIES 流動負債Amount due to a subsidiary 應付一間附屬公司款項 1,629,741 1,444,507Bank borrowings 銀行借款 3,027,021 2,515,518Senior notes 優先票據 1,731,924 1,642,415

6,388,686 5,602,440

NET CURRENT ASSETS 流動資產淨值 5,518,158 667,187

TOTAL ASSETS LESS CURRENT LIABILITIES 總資產減總流動債 14,943,738 6,972,047

NON-CURRENT LIABILITIES 非流動負債Bank borrowings 銀行借款 3,599,102 1,375,942Senior notes 優先票據 9,625,004 4,923,876

13,224,106 6,299,818

TOTAL ASSETS LESS TOTAL LIABILITIES 總資產減總負債 1,719,632 672,229

CAPITAL AND RESERVES 資本及儲備Share capital 股本 25,343 25,333Reserves 儲備 1,694,289 646,896

TOTAL EQUITY 總權益 1,719,632 672,229

62. 本公司財務狀況表及儲備

– F-715 –

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度

446 China Aoyuan Group Limited Annual Report 2018

Notes to the Consolidated Financial Statements (continued) 綜合財務報表附註（續）

62. Statement of Financial Position and Reserves of the Company (Continued)

Movement in the Company’s reserves

Share

premium

Capital

redemption

reserve

Share

option

reserve

Accumulated

losses Total

股份溢價 資本贖回儲備 購股權儲備 累計虧損 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

At 1 January 2017 於二零一七年一月一日 4,184,425 1,063 376 (3,119,404) 1,066,460

Loss and total comprehensive

expense for the year

年內虧損及全面開支總額– – – (27,093) (27,093)

Recognition of equity-settled

share-based payments

確認以股本結算以 股份為基礎付款 – – 1,100 – 1,100

Exercise of share options 行使購股權 7,541 – (376) – 7,165

Dividend recognised as

distribution (note 12)

確認為分派的股息 （附註12） – – – (400,736) (400,736)

At 31 December 2017 於二零一七年 十二月三十一日 4,191,966 1,063 1,100 (3,547,233) 646,896

Profit and total comprehensive

income for the year

年內溢利及全面收益總額– – – 1,714,953 1,714,953

Shares repurchased and cancelled 已購回及註銷股份 (15,820) 30 – (30) (15,820)

Recognition of equity-settled

share-based payments

確認以股本結算以 股份為基礎付款 – – 11,487 – 11,487

Exercise of share options 行使購股權 8,266 – (1,100) – 7,166

Dividend recognised as

distribution (note 12)

確認為分派的股息 （附註12） – – – (670,393) (670,393)

At 31 December 2018 於二零一八年 十二月三十一日 4,184,412 1,093 11,487 (2,502,703) 1,694,289

62. 本公司財務狀況表及儲備（續）

本公司儲備變動

– F-716 –

中國奧園地產集團股份有限公司　二零一七年年報 123

Independent Auditor’s Report獨立核數師報告

TO THE SHAREHOLDERS OF CHINA AOYUAN PROPERTY GROUP

LIMITED

(incorporated in the Cayman Islands with limited liability)

Opinion

We have audited the consolidated financial statements of China

Aoyuan Property Group Limited (the “Company”) and its subsidiaries

(collectively referred to as the “Group”) set out on pages 133 to 335,

which comprise the consolidated statement of financial position as

at 31 December 2017, and the consolidated statement of profit or

loss and other comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows for the

year then ended, and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the consolidated financial statements give a true and

fair view of the consolidated financial position of the Group as at 31

December 2017, and of its consolidated financial performance and

its consolidated cash flows for the year then ended in accordance

with International Financial Reporting Standards (“IFRSs”) issued

by the International Accounting Standards Board (the “IASB”) and

have been properly prepared in compliance with the disclosure

requirements of the Hong Kong Companies Ordinance.

Basis for Opinion

We conducted our audit in accordance with Hong Kong Standards on

Auditing (“HKSAs”) issued by the Hong Kong Institute of Certified

Public Accountants (“HKICPA”). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for

the Audit of the Consolidated Financial Statements section of our

report. We are independent of the Group in accordance with the

HKICPA’s Code of Ethics for Professional Accountants (the “Code”),

and we have fulfilled our other ethical responsibilities in accordance

with the Code. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our opinion.

致中國奧園地產集團股份有限公司股東

（於開曼群島註冊成立之有限公司）

意見我們已審核載列於第133頁至第335頁中國奧園地產集團股份有限公司（「貴公司」）及其附屬公司（統稱為「貴集團」）之綜合財務報表，此財務報表包括於二零一七年十二月三十一日之綜合財務狀況表及截至當日止年度之綜合損益及其他全面收益表、綜合權益變動表及綜合現金流量表，以及綜合財務報表附註（包括主要會計政策概要）。

我們認為，該等綜合財務報表已根據國際會計準則委員會（「國際會計準則委員會」）頒佈的國際財務報告準則（「國際財務報告準則」）真實而公平地反映貴集團於二零一七年十二月三十一日之綜合財務狀況以及其截至當日止年度之綜合財務業績及綜合現金流量，並已按照香港公司條例之披露規定妥為編製。

意見之基礎我們已根據香港會計師公會（「香港會計師公會」）頒布的香港審計準則（「香港審計準則」）進行審核。我們就該等準則承擔的責任在本報告「核數師就審核綜合財務報表承擔的責任」部分中進一步闡述。根據香港會計師公會的職業會計師道德守則（「守則」），我們獨立於　貴集團，並已履行守則中的其他道德責任。我們相信，我們所獲得的審計憑證能充足及適當地為我們的意見提供基礎。

– F-717 –

China Aoyuan Property Group Limited Annual Report 2017124

Independent Auditor’s Report (continued)

獨立核數師報告(續)

Key Audit Matters

Key audit matters are those matters that, in our professional

judgment, were of most significance in our audit of the consolidated

financial statements of the current period. These matters were

addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

Key audit matters

How our audit addressed

the key audit matters

Valuation of investment properties

We i d e n t i f i e d t h e v a l u a t i o n

o f i nve s t m e n t p r o p e r t i e s a s

a key audit matter due to the

s i g n i f i c a n c e o f t h e b a l a n c e

to the conso l i da ted f i nanc i a l

statements as a whole, combined

with the est imates associated

with determining the fair value.

As disclosed in note 16 to the

consolidated financial statements,

the investment properties of the

Group main ly represent ret a i l

shops, commercial buildings and

off ice located in the People’s

Republic of China (the “PRC”) and

carried at RMB6,360,204,000 as

at 31 December 2017, including

completed investment properties of

RMB3,388,476,000 and investment

proper t ies under const ruct ion

o f RMB2,971 ,728 ,0 0 0 , wh i ch

represents 5.06% of the Group’s

total assets. Net change in fair

value of investment properties of

RMB336,543,000 was recognised

in the consol idated statement

o f p r o f i t o r l o s s a n d o t h e r

comprehensive income for the year

then ended.

Our procedures in relation to assessing

the appropriateness of the valuation of the

investment properties included:

• Understanding and evaluating the

management’s assessment process

for reviewing the work of the Valuer;

• A s s e s s i n g t h e c o m p e t e n c e ,

capabilities and objectivity of the

Valuer;

• Discussing with the Valuer about

the valuation process (including any

limitations of scope imposed by the

management) to understand the

performance of the property markets,

significant assumptions adopted,

critical judgemental areas and data

used in the valuations;

關鍵審核事項關鍵審核事項是根據我們的職業判斷，對本期間綜合財務報表的審核最為重要的事項。這些事項是在我們審核整體綜合財務報表及出具意見時進行處理的。我們不會對這些事項提供單獨的意見。

關鍵審核事項我們審核時如何處理關鍵審核事項

投資物業的估值

我們基於整體綜合財務報表平衡的重要性加上與釐定公平值相關的估計，識別投資物業的估值為關鍵審核事項。諴如綜合財務報表附註16所披露，　貴集團的投資物業主要指位於中華人民共和國（「中國」）的店舖、商業大廈及寫字樓，於二零一七年十二月三十一日按人民幣6,360,204,000

元列賬（包括已竣工投資物業人民幣3,388,476,000

元及在建投資物業人民幣2,971,728,000元），佔　貴集團總資產的5.06%。投資物業的淨公平值變動人民幣336,543,000元於截至當日止年度之綜合損益及其他全面表內確認。

我們有關評估投資物業的賬面值合適與否的程序包括：

• 了解管理層就審閱估值師的工作採用的估值程序並進行評價；

• 評估估值師勝任與否、能力及客觀與否；

• 與估值師討論估值程序（包括管理層施加的任何範圍限制）、物業市場的表現、所採納的重大假設、關鍵判斷方面及估值時採用的數據；

– F-718 –

中國奧園地產集團股份有限公司　二零一七年年報 125

Independent Auditor’s Report (continued)

獨立核數師報告(續)

Key audit matters

How our audit addressed

the key audit matters

Al l of the Group’s investment

properties are stated at fair value

based on valuations performed

by a qualified external valuer not

connected with the Group (the

“Valuer”). Details of the valuation

techniques and key inputs used in

the valuations are disclosed in note

16 in the consolidated financial

statements. The valuations of the

completed investment properties

are dependent on certa in key

i n p u t s , i n c l u d i n g t e r m y i e l d ,

reversionary yield, unit rent and

adjustment made to account for

differences in location and level.

The va lua t ions o f i nves tment

properties under construction are

dependent on gross development

value, expected developer’s profit,

marketing costs, construction costs

to completion, comparable land

price and floor-area ratio.

• Evaluating the reasonableness of the

valuation techniques, assumptions

and key inputs adopted by the

management of the Group and the

Valuer to entity-specific information

and market data to assess the

appropriateness of these judgements

and estimations; and

• Evaluating the sensitivity analysis

prepared by the management on the

key inputs to evaluate the magnitude

of their impacts on the fair values

and assessing the appropriateness

of the disclosures relating to these

sensitivities.

Valuation of properties for sale

We ident i f ied the valuat ion of

the Group’s properties for sale

as a key audit matter due to the

s ign i f icant est imates invo lved

i n t h e d e t e r m i n a t i o n o f n e t

realisable value (the “NRV”) of

these propert ies. As disclosed

in note 27 to the consolidated

financial statements, the Group had

properties under development of

RMB66,522,786,000 and completed

properties of RMB10,546,239,000

(the “Properties for sale”) as at 31

December 2017, which are situated

in the PRC, Australia and Canada.

Our procedures in relation to assessing

management’s assessment of the NRV of

the properties for sale included:

• Assessing management’s process of

reviewing the budgeted revenue and

cost of the properties for sales and

the determination of the NRV of the

Properties for sale;

• Comparing the unit budgeted cost of

the properties under development to

their estimated selling prices which

take into account the estimated costs

to completion, estimated marketing

expense and estimated sales-related

taxes;

關鍵審核事項我們審核時如何處理關鍵審核事項

所有　貴集團的投資物業均由與　貴集團概無關連的合資格外聘估值師（「估值師」）進行估值並按公平值入賬。估值技術及估值時採用的主要輸入數據之詳情於綜合財務報表附註16披露。已竣工投資物業的估值視乎若干主要輸入數據而定，包括定期收益、復歸收益、單位租金及就地點及層級差異已作出的調整。在建投資物業的估值視乎總發展價值、預期發展商溢利、營銷費用及完成開發的施工費用、可資比較土地價及容積率而定。

• 評估　貴集團管理層及估值師對實體特定資料及市場數據所採納的估值技術、假設及主要輸入數據的合理性，以評估此等判斷及估計適當與否；及

• 評估管理層編製有關主要輸入數據的敏感性分析，以評價其對公平值的影響程度及評估有關此等敏感性的披露適當與否。

可供銷售物業的估值

我們基於釐定該等物業的可變現淨值（「可變現淨值」）涉及的重大估計，識別　貴集團的物業存貨估值為關鍵審核事項。諴如綜合財務報表附註27所披露，於二零一七年十二月三十一日，　貴集團的在建物業為 人 民 幣66,522,786,000

元及已竣工物業為人民幣10,546,239,000元（「可 供銷售物業」），位於中國、澳洲及加拿大。

我們有關評估管理層評估可供銷售物業的可變現淨值的程序包括：

• 評估管理層審閱可供銷售物業的預算收益及成本的程序以及釐定可供銷售物業的可變現淨值；

• 比較在建物業的單位預算成本與其估計售價，計及待竣工物業的估計費用、估計營銷費用及估計銷售相關稅項；

– F-719 –

China Aoyuan Property Group Limited Annual Report 2017126

Independent Auditor’s Report (continued)

獨立核數師報告(續)

Key audit matters

How our audit addressed

the key audit matters

As disclosed in note 4 to the

consolidated financial statements,

the management of the Group

d e t e r m i n e d t h e N R V o f t h e

Properties for sale by reference

to the estimated sell ing prices

of the properties for sale, which

takes into account a number of

factors including recent pr ices

achieved for similar property types

in the same project or by similar

properties, and the prevailing and

forecasted rea l estate market

conditions in the PRC, Australia

and Canada, est imated future

costs to completion, estimated

m a r k e t i n g e x p e n s e a n d t h e

estimated sale-related taxes. Based

on management’s analysis of the

NRV of the properties for sale, no

write-downs were considered to

be necessary in the consolidated

statement of profit or loss and

other comprehensive income for

the year ended 31 December

2017. Accumulated write-downs of

RMB13,433,000 as at 31 December

2017 had been made in prior years.

• Comparing the unit budget cost of

the completed properties to their

estimated selling prices which take

into account the estimated sales-

related taxes;

• Assessing the appropriateness of

the estimated selling prices used

by management with reference to

market prices achieved in the same

projects or by comparable properties,

i nc lud ing an eva lua t i on o f the

appropriateness of the comparable

properties used by management of

the Group based on our knowledge

of the Group’s business and real

estate industry in the PRC, Australia

and Canada; and

• Evaluating the reasonableness of

the assessment performed by the

management of the Group on the key

inputs to evaluate the magnitude of

their impact of the market value and

adequacy of impairment being made.

關鍵審核事項我們審核時如何處理關鍵審核事項

諴如綜合財務報表附註4所披露，　貴集團管理層參照可供銷售物業的估計售價釐定可供銷售物業的可變現淨值，將考慮多項因素，包括就同一項目相似物業類型或同類物業取得的近期價格，以及中國及澳洲及加拿大現行和預測房地產市況、估計竣工未來成本、估計營銷費用及估計銷售相關稅項。根據管理層的可供銷售物業可變現淨值分析，毋須考慮於截至二零一七年十二月三十一日止年度的綜合損益及其他全面收益表內撇減。於二零一七年十二月三十一日，累計撇減人民幣13,433,000

元已於過往年度作出。

• 比較已竣工物業的單位預算成本與其估計售價，計及估計銷售相關稅項；

• 評估管理層參考同一項目或可資比較物業取得的市價所採用的估計售價合適與否，包括評估　貴集團管理層根據對　貴集團中國、澳洲及加拿大的業務及房地產業所知採用的可資比較物業合適與否；及

• 評估　貴集團管理層就關鍵輸入數據進行的評估的合理性，以評估其市值影響的程度及作出減值充分與否。

– F-720 –

中國奧園地產集團股份有限公司　二零一七年年報 127

Independent Auditor’s Report (continued)

獨立核數師報告(續)

Key audit matters

How our audit addressed

the key audit matters

Revenue recognised from sales of properties

We identified revenue recognition

as a key aud i t matter as the

revenue from sales of properties

is quantitatively significant to the

consolidated statement of profit

or loss and other comprehensive

income and there is judgment

i n v o l v e d i n d e t e r m i n i n g t h e

appropr ia te po int a t which to

recognise revenue from sales of

properties.

Revenue from sales of properties

in the PRC is recognised when

t h e p r o p e r t i e s a r e d e l i ve r e d

and titles have been passed to

buyers and when all five criteria

d isclosed in Note 3 “Revenue

recognition” to the consolidated

financial statements are satisfied.

The Group recognised revenue

of RMB17,960,391,000 from its

property development segment for

the year ended 31 December 2017,

which is disclosed in note 5 in the

consolidated financial statements.

Our procedures in relation to revenue

r e c o g n i s e d f r o m t h e p r o p e r t y

development segment included:

• Assessing management’s process

and control over the point of time

at which revenue from sales of

properties is recognised; and

• Evaluating the terms set out in the

sales and purchase agreements, on a

sample basis, and obtaining evidence

regarding the delivery of properties,

including, where relevant, completion

certificates and delivery notices, to

assess whether the significant risks

and rewards of ownership of the

properties have been transferred to

the purchasers.

關鍵審核事項我們審核時如何處理關鍵審核事項

確認來自物業銷售的收入

由於來自物業銷售的收入對綜合損益及其他全面收益表而言屬重大，我們識別其為關鍵審核事項，而釐定確認來自物業銷售的收入的合適起點涉及判斷。

來自中國物業銷售的收入當物業已交付及業權轉移予買方以及綜合財務報表附註3

「收入確認」所披露之五項標準均獲達成時確認。截至二零一七年十二月三十一日止年度，　貴集團確認來自其物業發展分部的收入為人民幣17,960,391,000元（於 綜合財務報表附註5披露）。

我們有關確認來自物業發展分部的收入的程序包括：

• 評估管理層作出物業銷售收入確認的流程及控制合適與否；

• 按樣本基準評估買賣協議所載條款，並取得有關物業交付的憑證（包括（倘相關）竣工證書及交付通知），以評估物業擁有權的重大風險及回報是否已轉移予買方。

– F-721 –

China Aoyuan Property Group Limited Annual Report 2017128

Independent Auditor’s Report (continued)

獨立核數師報告(續)

Key audit matters

How our audit addressed

the key audit matters

Accuracy of land appreciation tax calculations

We ident i f ied the accuracy of

l and apprec ia t ion t ax (“LAT”)

calculations in the PRC as a key

aud i t matter s ince s ign i f i cant

judgment is required in estimating

the amount of LAT to be paid

by the Group within each of the

property development projects.

LAT is prepaid when properties

are pre-sold to the buyers and

is provided when properties are

delivered to the buyers and revenue

is recognised. As disclosed in note

10 to the consolidated financial

statements, LAT amounting to

RMB727,997,000 was recognised

in the consol idated statement

o f p r o f i t o r l o s s a n d o t h e r

comprehensive income for the year

ended 31 December 2017. The LAT

calculations are highly dependent

on the appropriateness of the rates

used, which are determined by

the appreciation of land value. The

amount of the land appreciation

is determined with reference to

proceeds of the sales of properties

less the est imated deduct ib le

expenditures, including the cost

of land use rights and all property

development expenditures.

Our procedures in relation to evaluating

the accuracy of management ’s LAT

calculations included:

• Assessing the reasonableness of the

related deductible expenditure used

in the LAT calculations;

• Engaging our t ax specia l is ts in

the PRC to assess the accuracy

of the land appreciation amount

ca lculat ions, and to assess the

appropriateness of the LAT rate used

for each of the property development

projects by comparing i t to the

LAT rate announced by the State

Administration of Taxation in the PRC;

and

• Assessing the estimates adopted

by the management in estimating

the amount of the land appreciation

charge rate by comparing estimates

made in previous periods to actual

results as well as current year ’s

estimates.

關鍵審核事項我們審核時如何處理關鍵審核事項

土地增值稅計算之準確性

我們識別中國土地增值稅（「土地增值稅」）計算之準確性為關鍵審核事項，乃由於評估本集團於各物業開發項目中將支付的土地增值稅金額時須作出重大判斷。

土地增值稅乃於物業預售予買方時預付及於向買方交付物業及確認收入時作出撥備。如綜合財務報表附 註10所 披 露， 人 民 幣727,997,000元之土地增值稅於截至二零一七年十二月三十一日止年度之綜合損益及其他全面收益表內確認。土地增值稅計算很大程度上取決於所用稅率適當與否，此乃由土地的增值釐定。土地增值金額乃經參考銷售物業所得款項減估計可扣減開支（包括土地使用權成本及所有物業開發開支）。

我們有關管理層之土地增值稅計算的準確性的程序包括：

• 評估土地增值稅計算所用相關可扣減開支合理與否；

• 委聘中國稅務專家評估土地增值稅金額計算準確與否，並透過比較就各物業開發項目所用的土地增值稅稅率與中國國家稅務總局所公佈的土地增值稅稅率，評估就各物業開發項目所用的土地增值稅稅率適當與否；及

• 評估管理層於估計土地增值費率金額時所用估計，方法為將過往期間內所作出估計與實際業績及本年度估計比較。

– F-722 –

中國奧園地產集團股份有限公司　二零一七年年報 129

Independent Auditor’s Report (continued)

獨立核數師報告(續)

Other Information

The directors of the Company are responsible for the other

information. The other information comprises the information

included in the annual report, but does not include the consolidated

financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover

the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the consolidated financial statements,

our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with

the consolidated financial statements or our knowledge obtained

in the audit or otherwise appears to be materially misstated. If,

based on the work we have performed, we conclude that there is a

material misstatement of this other information, we are required to

report that fact. We have nothing to report in this regard.

Responsibilities of the Directors and Those Charged with Governance for the Consolidated Financial Statements

The directors of the Company are responsible for the preparation

of the consolidated financial statements that give a true and fair

view in accordance with IFRSs and the disclosure requirements of

the Hong Kong Companies Ordinance, and for such internal control

as the directors determine is necessary to enable the preparation

of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are

responsible for assessing the Group’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the directors

either intend to liquidate the Group or to cease operations, or have

no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the

Group’s financial reporting process.

其他資料貴公司董事負責其他資料。其他資料包括年報所載資料，但不包括綜合財務報表及相關核數師報告。

吾等對綜合財務報表的意見並不涵蓋其他資料，吾等亦不對其他資料發表任何形式的鑒證結論。

就審核綜合財務報表而言，吾等的責任為閱讀其他資料，於此過程中，考慮其他資料是否與綜合財務報表或吾等於審計過程中所瞭解的情況有重大抵觸，或者似乎有重大錯誤陳述。基於吾等已執行的工作，倘吾等認為其他資料有重大錯誤陳述，吾等須報告該事實。於此方面，吾等沒有任何報告。

董事及負責管治的人員對綜合財務報表的責任

貴公司董事須負責根據國際財務報告準則及香港公司條例的披露規定編製並真實兼公允地呈列的綜合財務報表，並為其認為必須為使綜合財務報表的編製不存在由於欺詐或錯誤而導致的重大錯誤陳述的內部監控負責。

編製綜合財務報表時，董事負責評估　貴集團持續經營的能力，並在適用情況下披露與持續經營有關的事項，以及使用持續經營為會計基礎，除非董事有意將　貴集團清盤或停止經營，或別無其他實際的替代方案。

負責管治的人員負責監督　貴集團的財務申報程序。

– F-723 –

China Aoyuan Property Group Limited Annual Report 2017130

Independent Auditor’s Report (continued)

獨立核數師報告(續)

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether

the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue

an auditor’s report that includes our opinion solely to you, as a body,

in accordance with our agreed terms of engagement, and for no

other purpose. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with

HKSAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on

the basis of these consolidated financial statements.

As part of an audit in accordance with HKSAs, we exercise

professional judgment and maintain professional skepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of

the consolidated financial statements, whether due to fraud

or error, design and perform audit procedures responsive to

those risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations,

or the override of internal control.

• Obtain an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used

and the reasonableness of accounting estimates and related

disclosures made by the directors.

核數師就審核綜合財務報表的責任

吾等的目標為合理確定整體綜合財務報表是否不存在由於欺詐或錯誤而導致的重大錯誤陳述，並發出載有吾等意見的核數師報告。吾等僅向　閣下（作為整體）按照委任條款報告，別無其他目的。合理確定屬高層次核證，但不能擔保根據香港審計準則進行的審核工作總能發現所有存在的重大錯誤陳述。錯誤陳述可源於欺詐或錯誤，倘個別或整體於合理預期情況下可影響使用者根據綜合財務報表作出的經濟決定時，則被視為重大錯誤陳述。

根據香港審計準則進行審核時，吾等運用專業判斷，於整個審核過程中抱持專業懷疑態度。吾等亦：

• 識別及評估綜合財務報表由於欺詐或錯誤而導致的重大錯誤陳述風險，因應此等風險設計及執行審核程序，獲得充足及適當審核憑證為吾等的意見提供基礎。由於欺詐涉及合謀串通、偽造、故意遺漏、誤導性陳述或凌駕內部控制，因此未能發現由此造成的重大錯誤陳述風險較未能發現由於錯誤而導致的重大錯誤陳述風險更高。

• 了解與審核有關的內部控制，以設計恰當的審核程序，但並非旨在對　貴集團內部控制的有效程度發表意見。

• 評估所用會計政策是否恰當，以及董事所作會計估算及相關披露是否合理。

– F-724 –

中國奧園地產集團股份有限公司　二零一七年年報 131

Independent Auditor’s Report (continued)

獨立核數師報告(續)

• Conclude on the appropriateness of the directors’ use of the

going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt

on the Group’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required to

draw attention in our auditor’s report to the related disclosures

in the consolidated financial statements or, if such disclosures

are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our

auditor’s report. However, future events or conditions may

cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the

consolidated financial statements, including the disclosures,

and whether the consolidated financial statements represent

the underlying transactions and events in a manner that

achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the

financial information of the entities or business activities

within the Group to express an opinion on the consolidated

financial statements. We are responsible for the direction,

supervision and performance of the group audit. We remain

solely responsible for our audit opinion.

We communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies

in internal control that we identify during our audit.

We also provide those charged with governance with a statement

that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships

and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

• 總結董事採用以持續經營為基礎的會計法是否恰當，並根據已獲取的審核憑證，總結是否有對　貴集團持續經營的能力可能構成重大疑問的事件或情況等重大不確定因素。倘吾等總結認為存在重大不確定因素，吾等需於核數師報告中提請注意綜合財務報表內的相關資料披露，或如果相關披露不足，則修訂吾等的意見。吾等的結論以截至核數師報告日期所獲得的審核憑證為基礎，惟未來事件或情況可能導致　貴集團不再具有持續經營的能力。

• 評估綜合財務報表（包括資料披露）的整體列報、架構及內容，以及綜合財務報表是否已公允反映及列報相關交易及事項。

• 就　貴集團內各實體或業務活動的財務資料獲得充足的審核憑證，以就綜合財務報表發表意見。吾等須負責指導、監督及執行集團的審核工作。吾等須為吾等的審核意見承擔全部責任。

吾等與負責管治的人員就（其中包括）審核工作的計劃範圍及時間安排及重大審核發現，包括吾等於審核期間識別出內部監控的任何重大缺陷溝通。

吾等亦向負責管治的人員提交聲明，說明吾等已遵守有關獨立性的道德要求，並就所有被合理認為可能影響吾等的獨立性的關係及其他事宜及相關防範措施（如適用）與負責管治的人員溝通。

– F-725 –

China Aoyuan Property Group Limited Annual Report 2017132

Independent Auditor’s Report (continued)

獨立核數師報告(續)

From the matters communicated with those charged with

governance, we determine those matters that were of most

significance in the audit of the consolidated financial statements

of the current period and are therefore the key audit matters.

We describe these matters in our auditor’s report unless law or

regulation precludes public disclosure about the matter or when, in

extremely rare circumstances, we determine that a matter should not

be communicated in our report because the adverse consequences

of doing so would reasonably be expected to outweigh the public

interest benefits of such communication.

The engagement partner on the audit resulting in the independent

auditor’s report is Li Man Kei.

Deloitte Touche Tohmatsu

Certified Public Accountants

Hong Kong

14 March 2018

吾等從與負責管治的人員溝通的事項中，決定哪些事項對本期綜合財務報表的審核工作最為重要，因而構成關鍵審核事項。除非法律或法規不容許公開披露此等事項，或於極罕有的情況下，吾等認為披露此等事項可合理預期的不良後果將超越公眾知悉此等事項的利益而不應於報告中披露，否則吾等會於核數師報告中描述此等事項。

有關獨立核數師報告內的審核委聘合夥人為李民基。

德勤‧關黃陳方會計師行執業會計師香港二零一八年三月十四日

– F-726 –

中國奧園地產集團股份有限公司　二零一七年年報 133

Consolidated Statement of Profit or Loss and Other Comprehensive Income綜合損益及其他全面收益表

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

2017 2016

二零一七年 二零一六年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元Revenue 營業額 5 19,115,255 11,827,268Cost of sales 銷售成本 (14,003,778) (8,550,184)

Gross profit 毛利 5,111,477 3,277,084Other income, gains and losses 其他收入、收益及虧損 7 291,823 (230,817)Change in fair value of investment properties

投資物業公平值變動16 336,543 309,527

(Loss) gain on disposal of subsidiaries 出售附屬公司虧損（收益） (4,201) 385Selling and distribution expenses 銷售及分銷開支 (926,166) (592,275)Administrative expenses 行政開支 (799,638) (489,359)Share of results of joint ventures 應佔合營企業業績 (116,390) (32,137)Share of results of associates 應佔聯營公司業績 3 –Finance costs 融資成本 8 (267,859) (157,419)

Profit before tax 除稅前溢利 9 3,625,592 2,084,989Income tax expense 所得稅開支 10 (1,673,640) (1,078,381)

Profit for the year 年內溢利 1,951,952 1,006,608

Other comprehensive income (expense)

其他全面收益（費用）

Items that may be reclassified to profit or loss

可能重新分類為損益的項目

Net fair value gain on available-for-sale investment, net of income tax

可供出售投資的公平值 收益淨額，扣除所得稅 19,062 2,803

Gain on disposal of available-for-sale investment reclassified to profit and loss

重新分類為損益之 出售可供出售投資的收益

(21,865) –Exchange differences on translating foreign operations

換算海外業務的匯兌差額6,593 26,911

3,790 29,714

Profit and total comprehensive income for the year

年內溢利及全面收益總額1,955,742 1,036,322

Profit for the year attributable to: 以下人士應佔年內溢利： – Owners of the Company －本公司擁有人 1,639,928 880,962 – Non-controlling interests －非控股權益 312,024 125,646

1,951,952 1,006,608

Profit and total comprehensive income for the year attributable to:

以下人士應佔年內溢利及全面收益總額：

– Owners of the Company －本公司擁有人 1,641,946 902,664 – Non-controlling interests －非控股權益 313,796 133,658

1,955,742 1,036,322

Earnings per share 每股盈利 Basic (RMB cents) 基本（人民幣分） 13 61.35 32.30

Diluted (RMB cents) 攤薄（人民幣分） 13 61.28 32.30

– F-727 –

China Aoyuan Property Group Limited Annual Report 2017134

Consolidated Statement of Financial Position綜合財務狀況表

At 31 December 2017 於二零一七年十二月三十一日

2017 2016二零一七年 二零一六年

NOTES RMB’000 RMB’000附註 人民幣千元 人民幣千元

NON-CURRENT ASSETS 非流動資產Property, plant and equipment 物業、廠房及設備 14 718,995 505,983Prepaid lease payments 預付租賃款項 15 80,735 14,939Investment properties 投資物業 16 6,360,204 5,424,507Goodwill 商譽 17 28,755 1,602Intangible assets 無形資產 18 4,698 2,956Interests in joint ventures 於合營企業的權益 19 43,749 163,790Interests in associates 於聯營公司的權益 20 170,003 –Available-for-sale investment 可供出售投資 21 – 9,707Deferred tax assets 遞延稅項資產 22 305,272 183,279Deposits paid for acquisitions of subsidiaries

收購附屬公司已付訂金23 928,222 130,000

Deposit paid for acquisition of a joint venture

收購一間合營企業 已付訂金 24 39,229 –

Deposit paid for acquisition of property, plant and equipment

收購物業、廠房及設備 已付訂金 278,367 –

Amount due from a non-controlling shareholder of a subsidiary

應收一間附屬公司一名 非控股股東款項 25 92,383 –

Amount due from a joint venture 應收合營企業款項 26 152,029 152,009Trade and other receivables 貿易及其他應收款 28 492,996 –

9,695,637 6,588,772

CURRENT ASSETS 流動資產Properties for sale 可供銷售物業 27 77,069,025 43,486,574Inventories 存貨 138,227 26,481Trade and other receivables 貿易及其他應收款 28 7,407,313 3,604,457Deposits paid for acquisitions of land use rights and property projects

收購土地使用權及物業項目 已付訂金

29 1,114,490 147,053Amounts due from non-controlling shareholders of subsidiaries

應收附屬公司 非控股股東款項 30 1,579,937 364,823

Amounts due from related parties 應收關連公司款項 31 71,381 98,206Amounts due from joint ventures 應收合營企業款項 32 868,846 386,350Amounts due from associates 應收聯營公司款項 33 73,525 –Financial asset designated as at fair value through profit or loss (“FVTPL”)

按公平值計入損益之金融資產 （「按公平值計入損益之 金融資產」） 34 200,000 –

Tax recoverable 可收回稅金 1,040,960 616,404Prepaid lease payments 預付租賃款項 15 2,080 435Derivative financial instruments 衍生金融工具 35 4,377 142,402Restricted bank deposits 受限制銀行存款 36 1,770,880 485,578Bank balances and cash 銀行結餘及現金 36 24,769,183 10,470,878

116,110,224 59,829,641

– F-728 –

中國奧園地產集團股份有限公司　二零一七年年報 135

At 31 December 2017 於二零一七年十二月三十一日

Consolidated Statement of Financial Position (continued)

綜合財務狀況表(續))

載於第133頁至第335頁之綜合財務報表已於二零一八年三月十四日獲董事會批准及授權刊發，並由下列人士代表董事會簽署：

2017 2016二零一七年 二零一六年

NOTES RMB’000 RMB’000附註 人民幣千元 人民幣千元

CURRENT LIABILITIES 流動負債Trade and other payables 貿易及其他應付款 37 14,579,493 6,794,500Deposits received for sale of properties

銷售物業已收訂金37 34,760,145 20,523,884

Amounts due to non-controlling shareholders of subsidiaries

應付附屬公司 非控股股東款項 30 609,591 163,098

Amounts due to joint ventures 應付合營企業款項 38 227,332 132,819Amount due to an associate 應付一間聯營公司款項 33 20 –Loans from non-controlling shareholders of subsidiaries

來自附屬公司 非控股股東的貸款 39 632,180 –

Tax liabilities 稅項負債 3,171,912 2,592,685Bank and other borrowings 銀行及其他借款 40 13,371,376 2,997,390Senior notes and bonds 優先票據及債券 42 7,118,223 1,508,498Provisions 撥備 41 1,102,882 1,429,723

75,573,154 36,142,597

NET CURRENT ASSETS 流動資產淨值 40,537,070 23,687,044

TOTAL ASSETS LESS CURRENT LIABILITIES

總資產減流動負債50,232,707 30,275,816

NON-CURRENT LIABILITIES 非流動負債Other payables 其他應付款項 37 1,042,259 –Bank and other borrowings 銀行及其他借款 40 14,422,940 3,795,392Loans from non-controlling shareholders of subsidiaries

來自附屬公司 非控股股東的貸款 39 1,492,800 1,187,400

Deferred tax liabilities 遞延稅項負債 22 691,196 582,560Senior notes and bonds 優先票據及債券 42 5,457,222 10,079,171

23,106,417 15,644,523

NET ASSETS 淨資產 27,126,290 14,631,293

CAPITAL AND RESERVES 資本及儲備Share capital 股本 43 25,333 25,292Reserves 儲備 10,129,703 8,892,801

Equity attributable to owners of the Company

本公司擁有人應佔權益10,155,036 8,918,093

Non-controlling interests 非控股權益 16,971,254 5,713,200

27,126,290 14,631,293

The consolidated financial statements on pages 133 to 335 were approved and authorised for issue by the Board of Directors on 14 March 2018 and are signed on its behalf by:

Guo Zi Wen Guo Zi Ning郭梓文 郭梓寧

DIRECTOR DIRECTOR

董事 董事

– F-729 –

China Aoyuan Property Group Limited Annual Report 2017136

Consolidated Statement of Changes in Equity綜合權益變動表

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Attributable to owners of the Company本公司擁有人應佔

Sharecapital

Sharepremium

Capitalredemption

reserveStatutory

reserveSpecialreserve

Translationreserve

Revaluationreserve

Shareoption

reserveRetained

profits Sub-total

Non-controlling

interests Total股本 股份溢價 股本贖回儲備 法定儲備 特別儲備 換算儲備 重估儲備 購股權儲備 保留盈利 小計 非控股權益 總計

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

(Note a) (Note b) (Note c)（附註a） （附註b） （附註c）

At 1 January 2016 於二零一六年一月一日 26,355 4,343,438 – 114,564 274,117 (1,990) 37,735 – 3,448,556 8,242,775 3,333,082 11,575,857

Profit for the year 年內溢利 – – – – – – – – 880,962 880,962 125,646 1,006,608Net fair value gain on available-for-sale investment, net of income tax

可供出售投資公平值 收益淨額，扣除 所得稅

– – – – – – 2,803 – – 2,803 – 2,803Exchange differences arising in translating to presentation currency

換算為呈列貨幣 產生之匯兌差額

– – – – – 18,899 – – – 18,899 8,012 26,911

Profit and total comprehensive income for the year

年內溢利及 全面收益總額

– – – – – 18,899 2,803 – 880,962 902,664 133,658 1,036,322Appropriation to statutory reserve

撥至法定儲備– – – 19,501 – – – – (19,501) – – –

Shares repurchased and cancelled

已購回及註銷的股份(1,063) (159,013) 1,063 – – – – – 3,322 (155,691) – (155,691)

Recognition of equity- settled share-based payments

確認以股本結算以 股份為基礎的付款

– – – – – – – 376 – 376 – 376Acquisitions of subsidiaries (note 46)

收購附屬公司 （附註46） – – – – – – – – – – 994,800 994,800

Disposal of partial interests in a subsidiary without loss of control (note 47(b))

出售一間附屬公司的 部分權益而並無 失去控制權 （附註47(b)） – – – – 775 – – – – 775 1,399,225 1,400,000

Deemed disposal of partial interests in subsidiaries without loss of control (note 47(c))

視為出售附屬公司的 部分權益而並無 失去控制權 （附註47(c)）

– – – – 5,096 – – – – 5,096 686,904 692,000Disposal of a subsidiary (note 47(a))

出售一間附屬公司 （附註47(a)） – – – – – – – – – – (77) (77)

Dividend recognised as distribution (note 12)

確認為分派的股息 （附註12） – – – – – – – – (244,978) (244,978) – (244,978)

Dividend paid to non-controlling shareholders of subsidiaries

向附屬公司的非控股 股東派付股息

– – – – – – – – – – (326,954) (326,954)Decrease in capital contribution by a former non-controlling shareholder of a subsidiary (note 46(c)(i))

一間附屬公司的一名 前任非控股股東 注資減少 （附註46(c)(i)）

– – – – – – – – – – (126,000) (126,000)Acquisitions of non- controlling interests from non-controlling shareholders of subsidiaries (note 46(c))

自附屬公司非控股 股東收購非控股 權益（附註46(c)）

– – – – 167,076 – – – – 167,076 (381,738) (214,662)Capital contribution from non-controlling interests

非控股股東注資– – – – – – – – – – 300 300

At 31 December 2016於二零一六年十二月 三十一日 25,292 4,184,425 1,063 134,065 447,064 16,909 40,538 376 4,068,361 8,918,093 5,713,200 14,631,293

– F-730 –

中國奧園地產集團股份有限公司　二零一七年年報 137

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Consolidated Statement of Changes in Equity (continued)

綜合權益變動表(續)

Attributable to owners of the Company本公司擁有人應佔

Sharecapital

Sharepremium

Capitalredemption

reserveStatutory

reserveSpecialreserve

Translationreserve

Revaluationreserve

Shareoption

reserveRetained

profits Sub-total

Non-controllinginterests Total

股本 股份溢價 股本贖回儲備 法定儲備 特別儲備 換算儲備 重估儲備 購股權儲備 保留盈利 小計 非控股權益 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

(Note a) (Note b) (Note c)（附註a） （附註b） （附註c）

Profit for the year 年內溢利 – – – – – – – – 1,639,928 1,639,928 312,024 1,951,952Net fair value gain on available-for-sale investment, net of income tax

可供出售投資公平值 收益淨額，扣除 所得稅

– – – – – – 19,062 – – 19,062 – 19,062Gain on disposal of available-for-sale investment reclassified to profit and loss

重新分類為損益之 出售可供出售 投資的收益

– – – – – – (21,865) – – (21,865) – (21,865)Exchange differences arising in translating to presentation currency

換算為呈列貨幣產生之 匯兌差額

– – – – – 4,821 – – – 4,821 1,772 6,593

Profit and total comprehensive income for the year

年內溢利及全面 收益總額

– – – – – 4,821 (2,803) – 1,639,928 1,641,946 313,796 1,955,742Appropriation to statutory reserve

法定儲備增加– – – 78,954 – – – – (78,954) – – –

Acquisitions of subsidiaries (note 46)

收購附屬公司 （附註46） – – – – – – – – – – 1,500,556 1,500,556

Deemed disposal of partial interests in subsidiaries without loss of control (note 47(c))

視為出售附屬公司的 部分權益而並無 失去控制權 （附註47(c)） – – – – (12,573) – – – – (12,573) 1,792,403 1,779,830

Disposal of subsidiaries (note 47(a))

出售附屬公司 （附註47(a)） – – – – – – – – – – (4,174) (4,174)

Disposal of partial interest without loss of control (note 47(b))

出售部分權益而並無 失去控制權 （附註47(b)） – – – – – – – – – – 170,730 170,730

Dividend recognised as distribution (note 12)

確認為分派的股息 （附註12） – – – – – – – – (400,736) (400,736) – (400,736)

Dividend paid to non-controlling shareholders of subsidiaries

向附屬公司的非控股 股東派付股息

– – – – – – – – – – (411,257) (411,257)Recognition of equity-settled share-based payments

確認以股本結算以 股份為基礎的付款

– – – – – – – 1,100 – 1,100 – 1,100Exercise of share option 行使購股權 41 7,541 – – – – – (376) – 7,206 – 7,206Capital contribution from non-controlling interests

非控股股東注資– – – – – – – – – – 7,896,000 7,896,000

At 31 December 2017於二零一七年十二月 三十一日 25,333 4,191,966 1,063 213,019 434,491 21,730 37,735 1,100 5,228,599 10,155,036 16,971,254 27,126,290

– F-731 –

China Aoyuan Property Group Limited Annual Report 2017138

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Consolidated Statement of Changes in Equity (continued)

綜合權益變動表(續)

Notes:

(a) The statutory reserve represents the amount transferred from net profit for the year of the subsidiaries established in the People’s Republic of China (the “PRC”) (based on the subsidiaries’ PRC statutory financial statements) in accordance with the relevant PRC laws until the statutory reserve reaches 50% of the registered capital of the subsidiaries. The statutory reserve cannot be reduced except either in setting off the accumulated losses or increasing capital.

(b) Special reserve represents amounts arising from the acquisitions of additional equity interests in subsidiaries from non-controlling shareholders of subsidiaries or disposal/deemed disposal of equity interests in subsidiaries without losing control. It represents the difference between the consideration paid or received and the adjustment to the non-controlling interests in subsidiaries.

(c) Revaluation reserve include (i) during the year ended 31 December 2007, revaluation surplus arising from transfer of owner-occupied properties to investment properties at the date of change in use amounted to RMB37,735,000 net of related deferred tax was credited to property revaluation reserve; and (ii) fair value gain of RMB2,803,000 on available-for-sale investment, net of income tax was recognised in other comprehensive income and accumulated under revaluation reserve during year ended 31 December 2016, which is then disposed during the year ended 31 December 2017.

附註：

(a) 法定儲備指根據中華人民共和國（「中國」）相關法律，從於中國成立的附屬公司轉撥年內純利（根據附屬公司之中國法定財務報表）轉出金額，直至法定儲備達到附屬公司註冊資本之50%。法定儲備不得減少，惟用於抵銷累計虧損或資本增加除外。

(b) 特別儲備指自附屬公司非控股股東收購於附屬公司的額外股權或出售／視同出售於附屬公司的股權而並無失去控制權產生的款項，為已付或已收代價與調整附屬公司非控股權益之間的差額。

(c) 重估儲備包括(i)截至二零零七年十二月三十一日止年度，於變動用途日期轉撥自用物業至投資物業所產生的重估盈餘為人民幣37,735,000元（經扣除相關遞延稅項），已撥入物業重估儲備；及(ii)於截至二零一六年十二月三十一日止年度，可供出售投資之公平值收益人民幣2,803,000元（扣除所得稅）已確認於其他全面收益及於重估儲備項下累計，可供出售投資隨後於截至二零一七年十二月三十一日止年度出售。

– F-732 –

中國奧園地產集團股份有限公司　二零一七年年報 139

Consolidated Statement of Cash Flows綜合現金流量表

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

2017 2016

二零一七年 二零一六年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元OPERATING ACTIVITIES 經營活動Profit before tax 除稅前溢利 3,625,592 2,084,989Adjustments for: 經下列調整： Change in fair value of investment properties 投資物業公平值變動 (336,543) (309,527) Change in fair value of derivative financial instruments

衍生金融工具公平值變動78,484 (142,402)

Finance costs 融資成本 267,859 157,419 Share of results of joint ventures 應佔合營企業業績 116,390 32,137 Share of results of associates 應佔聯營公司業績 (3) – Loss (gain) on disposal of subsidiaries 出售附屬公司虧損（收益） 4,201 (385) Share-based payments 以股份為基礎的付款 1,100 376 Loss on early redemptions of senior notes 提早贖回優先票據的虧損 198,808 – Bank interest income 銀行利息收入 (75,130) (54,458) Other interest income 其他利息收入 (19,681) (4,313) Gain on disposal of available-for-sale investment 出售可供出售投資的收益 (29,153) (11,919) Depreciation of property, plant and equipment 物業、廠房及設備折舊 53,328 41,670 Release of prepaid lease payments 預付租賃付款撥回 478 435 Amortisation of intangible assets 無形資產攤銷 656 129 Loss on disposal of property, plant and equipment 出售物業、廠房及設備虧損 4,159 1,102 Exchange (gain) loss, net 外匯（收益）虧損淨額 (407,402) 472,358

Operating cash flows before movements in working capital

營運資金變動前的經營現金流量3,483,143 2,267,611

Increase in inventories 存貨增加 (93,651) (26,481)Increase in properties for sale 可供銷售物業增加 (13,506,630) (1,676,325)Increase in deposits paid for acquisitions of land use rights and property projects

收購土地使用權及物業項目 已付訂金增加 (967,437) (147,053)

Increase in trade and other receivables 貿易及其他應收款增加 (2,906,664) (1,704,913)Increase (decrease) in trade and other payables 貿易及其他應付款（增加）減少 2,149,423 (364,933)Increase in deposits received for sale of properties 銷售物業已收訂金增加 8,459,010 10,011,703Increase in amount due from an non-controlling shareholder of a subsidiary

應收一間附屬公司一名非控股股東 款項增加 (60,000) –

Cash (used in) from operations 經營（所用）現金 (3,442,806) 8,359,609Income taxes paid 已付所得稅 (1,313,453) (879,734)Interest paid 已付利息 (2,006,957) (1,535,005)

NET CASH (USED IN) FROM OPERATING ACTIVITIES 經營活動（所用）所得現金淨額 (6,763,216) 5,944,870

– F-733 –

China Aoyuan Property Group Limited Annual Report 2017140

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Consolidated Statement of Cash Flows (continued)

綜合現金流量表(續)

2017 2016

二零一七年 二零一六年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元INVESTING ACTIVITIES 投資活動Placement of restricted bank deposits 存置受限制銀行存款 (2,968,229) (3,356,932)Withdrawal of restricted bank deposits 提取受限制銀行存款 1,682,927 4,137,986Settlement in consideration payable for acquisitions of subsidiaries in prior year

結算以往年度收購附屬公司的應付代價(195,000) –

Deposits paid for acquisitions of subsidiaries 收購附屬公司已付訂金 (928,222) (130,000)Deposit paid for acquisition of a joint venture 收購一間合營企業已付訂金 (39,229) –Payments for investment properties 投資物業付款 (629,570) (660,707)Acquisitions of subsidiaries (net of cash and cash equivalents acquired)

收購附屬公司（扣除所收購現金及 現金等價物） 46 (5,097,897) (3,193,702)

Purchases of property, plant and equipment 購買物業、廠房及設備 (124,392) (42,521)Advances to non-controlling shareholders of subsidiaries

向附屬公司非控股股東墊款(1,184,413) (338,289)

Repayments from non-controlling shareholders of subsidiaries

附屬公司非控股股東還款245,134 –

Advances to joint ventures 向合營企業墊款 (475,492) (628,393)Advances to associates 向聯營公司墊款 (73,525) –Investment in a joint venture 投資一間合營企業 (2,200) –Investments in associates 投資聯營公司 (100,000) –Repayments from joint ventures 合營企業還款 – 55,294Advances to related parties 向關連公司墊款 – (44,741)Repayments from related parties 關連公司還款 26,825 41,628Deposit paid for acquisition of property, plant and equipment

收購物業、廠房及設備已付訂金(278,367) –

Disposal of subsidiaries (net of cash and cash equivalents disposed of)

出售附屬公司（扣除所出售現金及 現金等價物） 47(a) (39,110) (4,936)

Interest received 已收利息 93,638 54,458Proceed from disposal of available-for-sale investment

出售可供出售投資所得款項35,123 30,950

Proceeds upon maturity of derivative financial instrument

衍生金融工具到期後收益67,190 –

Purchase of derivative financial instrument 購買衍生金融工具 (7,649) –Proceeds from disposal of investment properties 出售投資物業所得款項 48,839 10,813

NET CASH USED IN INVESTING ACTIVITIES 投資活動所用現金淨額 (9,943,619) (4,069,092)

– F-734 –

中國奧園地產集團股份有限公司　二零一七年年報 141

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Consolidated Statement of Cash Flows (continued)

綜合現金流量表(續)

2017 2016

二零一七年 二零一六年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元FINANCING ACTIVITIES 融資活動New bank and other borrowings raised 新增銀行及其他借款 24,662,981 5,244,900Repayment of bank and other borrowings 償還銀行及其他借款 (4,999,807) (5,915,611)Proceeds received from senior notes and bonds, net of issue expenses

優先票據及債券所得款項，扣除發行開支3,294,099 3,575,488

Redemption of senior notes 贖回優先票據 (2,231,323) (1,463,066)Advances from non-controlling shareholders of subsidiaries

墊付自附屬公司的非控股股東446,493 58,370

Loans from non-controlling shareholders of subsidiaries

來自附屬公司非控股股東的貸款1,639,680 302,100

Repayments of loans from non-controlling shareholders of subsidiaries

償還來自附屬公司非控股股東的貸款(902,100) (1,600,000)

Advances from (repayments to) joint ventures 墊付自（還款予） 合營企業 94,513 (544,588)Advance from an associate 墊付自一間聯營公司 20 –Dividends paid to owners of the Company 向本公司擁有人派付股息 (400,736) (244,978)Dividends paid to non-controlling shareholders of subsidiaries of the Company

向本公司附屬公司的非控股股東派付股息(411,257) (326,954)

Proceeds from disposal of partial interest in a subsidiary without loss of control

出售一間附屬公司部分權益 （並無失去控制權）所得款項 170,730 1,400,000

Proceeds from deemed disposal of partial interests in subsidiaries without loss of controls

視為出售附屬公司部分權益 （並無失去控制權）所得款項 1,779,830 692,000

Acquisition of non-controlling interests from non-controlling shareholders of subsidiaries

向附屬公司的非控股股東收購非控股權益– (214,662)

Shares repurchased 已購回股份 – (155,691)Contribution from non-controlling shareholders 非控股股東注資 7,896,000 300Exercise of share options 行使購股權 7,206 –

NET CASH FROM FINANCING ACTIVITIES 融資活動所得現金淨額 31,046,329 807,608

NET INCREASE IN CASH AND CASH EQUIVALENTS 現金及現金等價物增加淨額 14,339,494 2,683,386EFFECT OF FOREIGN EXCHANGE RATE CHANGES 匯率變動影響 (41,189) 18,446CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

於年初的現金及現金等價物10,470,878 7,769,046

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR, REPRESENTED BY BANK BALANCES AND CASH

於年終的現金及現金等價物， 即銀行結餘及現金

24,769,183 10,470,878

– F-735 –

China Aoyuan Property Group Limited Annual Report 2017142

Notes to the Consolidated Financial Statements綜合財務報表附註

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

1. General

The Company is a limited company incorporated in the Cayman

Islands and its shares are listed on the The Stock Exchange

of Hong Kong Limited (the “SEHK”). The addresses of the

registered office and the principal place of business of the

Company are disclosed in the Corporate Information section

to the annual report.

The Company acts as an investment holding company. Details

of the principal activities of its subsidiaries are set out in note

55.

The consolidated financial statements are presented in

Renminbi (“RMB”), which is the same as the functional

currency of the Company.

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”)

The Group has applied the following amendments to IFRSs

issued by the International Accounting Standards Board (the

“IASB”) for the first time in the current year.

Amendments to IAS 7 Disclosure Initiative

Amendments to IAS 12 Recognition of Deferred Tax

Assets for Unrealised Losses

Amendments to IFRSs Annual Improvements to IFRSs

Standards 2014 – 2016 Cycle

Except as described below, the application of the above

amendments to IFRSs in the current year has had no material

effect on the Group’s financial performance and position for

the current and prior years and/or disclosures set out in the

consolidated financial statements.

1. 一般資料本公司為一間於開曼群島註冊成立的有限公司，其股份於香港聯合交易所有限公司（「香港聯交所」）上市。本公司的註冊辦事處地址及主要營業地點於年報內公司資料一節披露。

本公司為投資控股公司，其附屬公司主要業務詳情載於附註55。

綜合財務報表以本公司功能貨幣人民幣（「人民幣」）呈列。

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）於本年度，本集團首次應用下列由國際會計準則委員會（「國際會計準則委員會」）所頒佈國際財務報告準則修訂。

國際會計準則第7號 之修訂

披露措施

國際會計準則第12號 之修訂

就未變現虧損確認 遞延稅項資產

國際財務報告準則 之修訂

國際財務報告準則於 二零一四年至二零一六年 週期的年度改進

除以下所述者外，於本年度應用上述對國際財務報告準則的修訂對本集團於本年度及過往年度的財務表現及狀況及╱或於綜合財務報表載列的披露並無重大影響。

– F-736 –

中國奧園地產集團股份有限公司　二零一七年年報 143

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”) (continued)

Amendments to IAS 7 disclosures initiativeThe Group has applied these amendments for the first time

in the current year. The amendments require an entity to

provide disclosures that enable users of financial statements

to evaluate changes in liabilities arising from financial activities,

including both cash and non-cash changes. In addition, the

amendments also require disclosures on changes in financial

assets if cash flow from those financial assets were or future

cash flow will be included in cash flows from financing

activities.

Specially, the amendments require the following to be

disclosed (i) changes from financing cash flows; (ii) changes

arising from obtaining or loss control of subsidiaries or other

business; (iii) the effect of changes in foreign exchange rates;

(iv) changes in fair values; and (v) other changes.

A reconciliation between the opening and closing balances

of these items is provided in note 48. Consistent with the

transition provisions of the amendments, the Group has not

disclosed comparative information for the prior year. Apart from

the addition disclosure in note 48, the application of these

amendments has had no impact on the Group’s consolidated

financial statements.

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）（續）

國際會計準則第7號之修訂披露措施本集團於本年度首次應用該等修訂。該等修訂規定實體作出披露，以使財務報表使用者可評估融資活動所產生的負債之變動，包括因現金流量及非現金變動而產生的變動。此外，倘自該等金融資產產生的現金流量已計入或未來現金流量將計入自融資活動產生的現金流量，則該等亦須披露金融資產的變動。

特別是，修訂要求披露以下內容：(i)融資現金變動；(ii)因取得或失去附屬公司或其他業務的控制權而產生的變動；(iii)匯率變動的影響；(iv)公平值變動；及(v)其他變動。

有關該等項目期初及期末結餘之對賬已於附註48提供。根據修訂本之過渡條文，本集團並無披露去年之比較資料。除於附註48之額外披露外，應用該等修訂並無本集團綜合財務報表造成影響。

– F-737 –

China Aoyuan Property Group Limited Annual Report 2017144

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）（續）本集團並無提早應用下列已頒佈但尚未生效的新訂國際財務報告準則及對準則的修訂。

國際財務報告準則 第9

金融工具1

國際財務報告準則 第15號

客戶合約收益及相關修訂1

國際財務報告準則 第16號

租賃2

國際財務報告準則 第17號

保險合約4

國際財務報告 詮釋委員會 詮釋第22號

外幣交易及預付代價1

國際財務報告 詮釋委員會 詮釋第23號

所得稅處理的不確定性2

國際財務報告準則 第2號之修訂

以股份為基礎的支付交易 之分類及計量1

國際財務報告準則 第4號之修訂

應用國際財務報告準則 第9號「金融工具」與 國際財務報告準則第4號 「保險合約」1

國際財務報告準則 第9號之修訂

提早還款特性及負補償2

國際財務報告準則 第10號及國際會計 準則第28號之修訂

投資者與其聯營公司或 合營企業之間的資產出售 或投入3

國際會計準則 第19號之修訂

計劃修訂、縮減或支付2

國際會計準則 第28號之修訂

於聯營公司及合營企業的 長期權益2

國際會計準則 第28號之修訂

香港財務報告準則 二零一四年至二零一六年 週期的年度改進的一部分1

轉讓投資物業 40號之修訂

轉讓投資物業1

國際財務報告準則 之修訂

國際財務報告準則於 二零一五年至二零一七年 週期的年度改進2

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”) (continued)

The Group has not early applied the following new and

amendments to IFRSs that have been issued but are not yet

effective.

IFRS 9 Financial Instruments1

IFRS 15 Revenue from Contracts with

Customers and the related

Amendments1

IFRS 16 Leases2

IFRS 17 Insurance Contracts4

IFRIC 22 Foreign Currency Transactions and

Advance Consideration1

IFRIC 23 Uncertainty over Income Tax

Treatments2

Amendments to IFRS 2 Classification and Measurement

of Share-based Payment

Transactions1

Amendments to IFRS 4 Applying IFRS 9 Financial

Instruments with IFRS 4

Insurance Contracts1

Amendments to IFRS 9 Prepayment Features with

Negative Compensation2

Amendments to IFRS 10

and IAS 28

Sale or Contribution of Assets

between an Investor and its

Associate or Joint Venture3

Amendments to IAS 19 Plan Amendment, Curtailment

or Settlement2

Amendments to IAS 28 Long-term Interests in

Associates and Joint Ventures2

Amendments to IAS 28 As part of Annual Improvements

to IFRSs 2014 – 2016 Cycle1

Amendments to IAS 40 Transfers of Investment Property1

Amendments to IFRSs Annual Improvements to IFRSs

2015 – 2017 Cycle2

– F-738 –

中國奧園地產集團股份有限公司　二零一七年年報 145

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）（續）1 於二零一八年一月一日或之後開始的年度期間生效

2 於二零一九年一月一日或之後開始的年度期間生效

3 於待定日期或之後開始的年度期間生效

4 於二零二一年一月一日或之後開始的年度期間生效

國際財務報告準則第9號「金融工具」國際財務報告準則第9號引入有關金融資產、金融負債的分類及計量的新規定、一般對沖會計處理及金融資產的減值規定。

與本集團有關之國際財務報告準則第9號之主要規定：

• 屬國際財務報告準則第9號範圍內之所有已確認金融資產其後均須按攤銷成本或公平值計量。具體而言，於目的為收取合約現金流量之業務模式下持有以及附有純粹作本金及尚未償還本金利息付款之合約現金流量之債項投資，一般於其後之會計期間結束時按攤銷成本計量。於目標為透過收回合約現金流量及出售金融資產達致之業務模式中持有之債務工具，且其合約條款於指定日期產生之現金流量僅為本金付款及尚未償還本金額之利息，乃一般按透過其他全面收益之公平值計量。所有其他債項投資及股權投資均於其後之會計期間結束時按公平值計量。此外，根據國際財務報告準則第9號，實體可作出不可撤回選擇，於其他全面收益呈列並非持作買賣之股權投資之公平值之其後變動，僅股息收入一般於損益確認。

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”) (continued)1 Effective for annual periods beginning on or after 1 January 2018

2 Effective for annual periods beginning on or after 1 January 2019

3 Effective for annual periods beginning on or after a date to be determined

4 Effective for annual periods beginning on or after 1 January 2021

IFRS 9 Financial InstrumentsIFRS 9 introduces new requirements for the classification and

measurement of financial assets, financial liabilities, general

hedge accounting and impairment requirements of financial

assets.

Key requirements of IFRS 9 which are relevant to the Group

are:

• All recognised financial assets that are within the scope

of IFRS 9 are required to be subsequently measured at

amortised cost or fair value. Specifically, debt investments

that are held within a business model whose objective

is to collect the contractual cash flows, and that have

contractual cash flows that are solely payments of

principal and interest on the principal outstanding are

generally measured at amortised cost at the end of

subsequent accounting periods. Debt instruments that

are held within a business model whose objective is

achieved both by collecting contractual cash flows and

selling financial assets, and that have contractual terms

that give rise on specified dates to cash flows that are

solely payments of principal and interest on the principal

amount outstanding, are generally measured at fair

value through other comprehensive income (“FVTOCI”).

All other debt investments and equity investments are

measured at their fair value at the end of subsequent

accounting periods. In addition, under IFRS 9, entities

may make an irrevocable election to present subsequent

changes in the fair value of an equity investment (that

is not held for trading) in other comprehensive income,

with only dividend income generally recognised in profit

or loss.

– F-739 –

China Aoyuan Property Group Limited Annual Report 2017146

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）（續）國際財務報告準則第9號「金融工具」 （續）• 就金融資產之減值而言，與國際會

計準則第39號項下所產生信貸虧損模式計算相反，國際財務報告準則第9號規定按預期信貸虧損模式計算。預期信貸虧損模式規定實體於預期信貸虧損及該等預期信貸虧損於各報告日期之變動入賬，以反映自初步確認以來之信貸風險變動。換言之，毋須再待發生信貸事件方確認信貸虧損。

根據本集團於二零一七年十二月三十一日的金融工具及風險管理政策，本公司執行董事預期初步應用國際財務報告準則第9

號可能產生以下潛在影響：

分類及計量：按攤銷成本計入並獲分類為貸款及應收款項之債務工具分別披露於附註25、26、28、30、31、32及33：彼等以收取合約現金流量作為目的業務模式下持有，以及附有純粹作本金及尚未償還本金利息付款的合約現金流量。因此，於採用國際財務報告準則第9號時，該等金融資產將繼續按攤銷成本計量。

減值：整體而言，本公司執行董事估計，於本公司應用國際財務報告準則第9號後，應用國際財務報告準則第9號的預期信貸虧損模式，將導致提早撥備尚未產生的信貸虧損，其與本公司以攤銷成本計量的金融資產以及須作出減值撥備的其他項目有關。

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”) (continued)

IFRS 9 Financial Instruments (continued)• In relation to the impairment of financial assets, IFRS 9

required an expected credit loss model, as opposed to

an incurred credit loss model under IAS 39. The expected

credit loss model required an entity to account for

expected credit losses and changes in those expected

credit losses at each reporting date to reflect changes in

credit risk since initial recognition. In other words, it is

no longer necessary for a credit event to have occurred

before credit losses are recognised.

Based on the Group’s financial instruments and risk

management policies as at 31 December 2017, the executive

directors of the Company anticipate the following potential

impacts on initial application of IFRS 9:

Classification and measurement:

Debt instruments classified as loans and receivables carried

at amortised cost as disclosed in notes 25, 26, 28, 30, 31, 32,

and 33 respectively: these are held within a business model

whose objective is to collect the contractual cash flows that

are solely payments of principal and interest on the principal

outstanding. Accordingly, these financial assets will continue

to be subsequently measured at amortised cost upon the

application of IFRS 9.

Impairment:

In general, the executive directors of the Company anticipate

that the application of the expected credit loss model of IFRS 9

will result in earlier provision of credit losses which are not yet

incurred in relation to the Group’s financial assets measured at

amortised costs and other items that subject to the impairment

provisions upon application of IFRS 9 by the Group.

– F-740 –

中國奧園地產集團股份有限公司　二零一七年年報 147

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）（續）國際財務報告準則第9號「金融工具」 （續）減值： （續）根據本公司執行董事的評估，倘本集團將應用預期信貸虧損模式，本集團於二零一八年一月一日將確認的減值虧損累計金額將較根據國際會計準則第39號確認的累計金額稍微增加，主要歸因於就貿易及其他應收款項作出預期信貸虧損撥備。根據預期信貸虧損模式確認的有關進一步減值將削減於二零一八年一月一日的期初保留溢利及增加遞延稅向資產。

國際財務報告準則第15號「來自客戶合約的收入」國際財務報告準則第15號已頒佈，其制定一項單一全面模式供實體用作將自客戶合約所產生的收益入賬。於國際財務報告準則第15號生效後，其將取代現時載於國際會計準則第18號「收益」、國際會計準則第11號「建築合約」及相關詮釋的收益確認指引。

國際財務報告準則第15號的核心原則為實體所確認描述向客戶轉讓承諾貨品或服務的收益金額，應為能反映該實體預期就交換該等貨品或服務有權獲得的代價。具體而言，該準則引入收益確認的五個步驟：

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”) (continued)

IFRS 9 Financial Instruments (continued)Impairment: (continued)

Based on the assessment by the executive directors of the

Company, if the expected credit loss model were to be applied

by the Group, the accumulated amount of impairment loss

to be recognised by Group as at 1 January 2018 would be

increased as compared to the accumulated amount recognised

under IAS 39 mainly attributable to expected credit losses

provision on trade and other receivables, amount due from

non-controlling shareholders of subsidiaries, related parties,

joint ventures and associates. Such further impairment

recognised under expected credit loss model would reduce

the opening retained profits and increase the deferred tax

assets at 1 January 2018.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 was issued which establishes a single comprehensive

model for entities to use in accounting for revenue arising from

contracts with customers. IFRS 15 will supersede the current

revenue recognition guidance including IAS 18 Revenue, IAS

11 Construction Contracts and the related interpretations when

it becomes effective.

The core principle of IFRS 15 is that an entity should recognise

revenue to depict the transfer of promised goods or services

to customers in an amount that reflects the consideration to

which the entity expects to be entitled in exchange for goods

or services. Specifically, the standard introduces a 5-step

approach to revenue recognition:

– F-741 –

China Aoyuan Property Group Limited Annual Report 2017148

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）（續）國際財務報告準則第15號「來自客戶合約的收入」（續）第一步： 識別與客戶訂立的合約第二步： 識別合約中的履約責任第三步： 釐定交易價第四步： 將交易價分配至合約中的

履約責任第五步： 於實體完成履約責任時

（或就此）確認收益

根據國際財務報告準則第15號，實體於完成履約責任時（或就此）確認收益，即於特定履約責任相關的商品或服務的「控制權」轉讓予客戶時。國際財務報告準則第15號已就特別情況的處理方法加入更明確的指引。此外，國際財務報告準則第15號要求更詳盡的披露。

於二零一六年四月，國際會計準則委員會頒佈國際財務報告準則第15號有關確認履約義務、主理人與代理人之考量及授權應用指引之澄清。

本公司執行董事已評估對應用國際財務報告準則第15號之影響、並預計將影響來自出售物業之收入及下列事項：

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”) (continued)

IFRS 15 Revenue from Contracts with Customers (continued)Step 1: Identify the contract(s) with customer

Step 2: Identify the performance obligation in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance

obligations in the contract

Step 5: Recognise revenue when (or as) the entity satisfies

a performance obligation

Under IFRS 15, an entity recognises revenue when (or as)

a performance obligation is satisfied, i.e. when “control” of

the goods or services underlying the particular performance

obligation is transferred to the customer. Far more prescriptive

guidance has been added in IFRS 15 to deal with specific

scenarios. Furthermore, extensive disclosures are required

by IFRS 15.

In April 2016, the IASB issued Clarifications to IFRS 15 in

relation to the identification of performance obligations,

principal versus agent considerations, as well as licensing

application guidance.

The executive directors of the Company have assessed the

impact on application of IFRS 15 and anticipate an impact on

revenue from the sale of properties and the following areas:

– F-742 –

中國奧園地產集團股份有限公司　二零一七年年報 149

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）（續）國際財務報告準則第15號「來自客戶合約的收入」（續）• 於評估物業銷售合約是否包含重大

融資部分時，本集團已考慮所有相關事實及情況，包括承諾代價及與物業現金出售價之金額差異、本集團將物業轉讓予客戶及客戶就物業付款的預計時間差異之綜合影響以及有關市場的現行利率。本集團已應用國際財務報告準則第15號之權宜方法，且並未考慮預計將於客戶付款日期起一年內完成交付的合約之融資部分。根據董事評估，物業銷售合約所載的重大融資組成部分將會對本集團於二零一八年一月一日的保留盈利、物業存貨及預售按金的期初結餘產生影響。

• 目前，本集團向客戶取得物業銷售合約有關的成本已作費用化處理。根據國際財務報告準則第15號的規定，取得合約之增量成本可資本化為遞延合約成本，惟須滿足若干標準。因此，本公司執行董事預期確認遞延合約成本將導致期初保留溢利增加及確認於二零一八年一月一日的遞延稅項負債。

此外，未來應用國際財務報告準則第15

號可能導致於綜合財務報表內作出更多披露。

執行董事有意應用有限追溯法，首次應用所產生的累積影響將於二零一八年一月一日的期初權益結餘中確認。

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”) (continued)

IFRS 15 Revenue from Contracts with Customers (continued)• The Group has considered all the relevant facts and

circumstances in assessing whether the property sales

contacts contain significant financing component,

including the difference between the amount of promised

consideration and the cash selling price of the property;

and the combined effect of the expected length of

time between the Group transfers the property to the

customer and the customer pays for the property and the

prevailing interest rates in the relevant market. The Group

has applied the practical expedient in IFRS 15 and has

not considered the financing component of contracts

which are expected to be completed within one year from

the date of payment made by customers. Accordingly,

the executive directors of the Company expect that the

significant financing component included in the property

sales contracts would have potential financial impact

on the retained earnings, opening balance of inventory

of properties and pre-sale deposits of the Group at 1

January 2018.

• Currently, the Group expensed off the costs associated

with obtaining the property sales contracts with

customers. Under the requirement of IFRS 15,

incremental costs of obtaining a contract is eligible for

capitalisation as deferred contract costs if they meet

certain criteria. Accordingly, the executive directors of the

Company expect a recognition of deferred contract costs

would result an increase in opening retained profits and

recognition of deferred taxation liabilities at 1 January

2018.

In addition, the application of IFRS 15 in the future may result

in more disclosures in the consolidated financial statements.

The executive directors of the Company intend to apply the

limited retrospective method with cumulative effect of initial

application recognised in opening balance of equity at 1

January 2018.

– F-743 –

China Aoyuan Property Group Limited Annual Report 2017150

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）（續）國際財務報告準則第16號「租賃」國際財務報告準則第16號為識別出租人及承租人的租賃安排及會計處理引入一個綜合模式。國際財務報告準則第16號於生效日期起將取代現有租賃確認指引，包括國際會計準則第17號「租賃」及有關詮釋。

國際財務報告準則第16號根據所識別資產是否由客戶控制來區分租賃及服務合約。除短期租賃及低值資產情況外，經營租賃及融資租賃的差異自承租人會計處理中移除，並由承租人須就所有租賃確認使用權資產及相應負債的模式替代。

使用權資產初步按成本計量，隨後按成本（若干例外情況除外）減累計折舊及減值虧損計量，經租賃負債任何重新計量調整。租賃負債初步按當時未支付租賃付款現值計量。隨後，租賃負債經（其中包括）利息及租賃付款以及租賃修改影響予以調整。就現金流分類而言，本集團現時呈列先期預付租賃款項作為有關自用租賃土地及該等分類為投資物業的投資現金流，而其他經營租賃付款呈列為經營現金流。根據國際財務報告準則第16號，有關租賃負債租賃付款將分配至本金及利息部分，將由本集團分別呈列為融資及經營現金流。

根據國際會計準則第17號，本集團已就租賃土地（本集團作為承租人）的預付租賃付款確認資產。應用國際財務報告準則第16號可能導致該等資產分類的潛在變動，視乎本集團是否分開呈列使用權資產或按將呈列相應有關資產（如擁有）相同項目呈列。

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”) (continued)

IFRS 16 LeasesIFRS 16 introduces a comprehensive model for the identification

of lease arrangements and accounting treatments for both

lessors and lessees. IFRS 16 will supersede IAS 17 Leases and

the related interpretations when it becomes effective.

IFRS 16 distinguishes leases and service contracts on the basis

of whether an identified asset is controlled by a customer.

Distinctions of operating leases and finance leases are

removed for lessee accounting and is replaced by a model

where a right-of-use asset and a corresponding liability have to

be recognised for all leases by lessees except for short-term

leases and leases of low value assets.

The right-of-use asset is initially measured at cost and

subsequently measured at cost (subject to certain exceptions)

less accumulated depreciation and impairment losses, adjusted

for any remeasurement of the lease liability. The lease liability

is initially measured at the present value of the lease payments

that are not paid at that date. Subsequently, the lease liability is

adjusted for interest and lease payments, as well as the impact

of lease modifications, amongst others. For the classification

of cash flows, the Group currently presents upfront prepaid

lease payments as investing cash flows in relation to leasehold

lands for owned use and those classified as investment

properties while other operating lease payments are presented

as operating cash flows. Upon application of IFRS 16, lease

payments in relation to lease liability will be allocated into a

principal and an interest portion which will be presented as

financing and operating cash flows respectively by the Group.

Under IAS 17, the Group has already recognised an asset for

prepaid lease payments for leasehold lands where the Group

is a lessee. The application of IFRS 16 may result in potential

changes in classification of these assets depending on whether

the Group presents right-of-use assets separately or within the

same line item at which the corresponding underlying assets

would be presented if they were owned.

– F-744 –

中國奧園地產集團股份有限公司　二零一七年年報 151

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）（續）國際財務報告準則第16號「租賃」（續）相比承租人會計法而言，國際財務報告準則第16號大致上轉承國際會計準則第17號之出租人會計法規定，並繼續要求出租人將租賃分類為經營租賃或融資租賃。

此外，國際財務報告準則第16號要求廣泛披露。

於二零一七年十二月三十一日，本集團擁有不可撤銷經營租賃承擔人民幣190,696,000元（如附註50所披露）。初步評估表示該等安排將符合國際財務報告準則第16號項下租賃界定，因此，本集團將確認使用權資產及有關所有該等租賃的相應負債，除非於應用國際財務報告準則第16號後符合低價值或短期租賃。

此外，本集團現時認為支付可退回租賃按金人民幣5,013,000元及收取可退回租賃按金人民幣23,941,000元作為國際會計準則第17號項下之權利及負債。根據國際財務報告準則第16號項下租賃付款之定義，該等按金並不為與使用相關資產權利有關的付款，因此，該等按金之賬面值或會調整為攤銷成本，且該調整被視為額外租賃付款。對支付可退回租賃按金的調整計入使用權資產的賬面值。對收回可退回租賃按金的調整被視為預付租賃付款。

此外，採用新規定或會導致上述計量、呈列及披露的變動。

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”) (continued)

IFRS 16 Leases (continued)In contract to lessee accounting, IFRS 16 substantially carries

forward the lessor accounting requirements in IAS 17, and

continues to require a lessor to classify a lease either as an

operating lease or a finance lease.

Furthermore, extensive disclosures are required by IFRS 16.

As at 31 December 2017, the Group has non-cancellable

operating lease commitments as lessee of RMB190,696,000 as

disclosed in note 50. A preliminary assessment indicates that

these arrangements will meet the definition of a lease. Upon

application of IFRS 16, the Group will recognise a right-of-use

asset and a corresponding liability in respect of all these leases

unless they qualify for low value or short-term leases.

In addition, the Group currently considers refundable rental

deposits paid of RMB5,013,000 and refundable rental deposits

received of RMB23,941,000 as rights and obligations under

leases to which IAS 17 applies. Based on the definition of

lease payments under IFRS 16, such deposits are not payments

relating to the right to use the underlying assets, accordingly,

the carrying amounts of such deposits may be adjusted to

amortised cost and such adjustments are considered as

additional lease payments. Adjustments to refundable rental

deposits paid would be included in the carrying amount of

right-of-use assets. Adjustments to refundable rental deposits

received would be considered as advance lease payments.

Furthermore, the application of new requirements may result

in changes in measurement, presentation and disclosure as

indicated above.

– F-745 –

China Aoyuan Property Group Limited Annual Report 2017152

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

2. 採用新訂國際財務報告準則及對準則的修訂（「國際財務報告準則」）（續）國際財務報告詮釋委員會詮釋第23號所得稅處理的不確定性國際財務報告詮釋委員會詮釋第23號載列所得稅處理方面存在不明朗因素時如何釐定會計稅務狀況。該詮釋要求實體確定是否將不確定的稅務狀況單獨或作為一組進行評估並評估稅務機關是否有可能接受實體在其所得稅申報中使用或擬使用的不確定稅務處理。

本公司執行董事預期應用新規定對本集團綜合財務報表並無重大影響。

國際會計準則第40號之修訂轉讓投資物業該等修訂澄清轉至或轉自投資物業需評估物業是否符合或不再符合投資物業之定義，該定義須以可觀察證據支持其用途改變。該等修訂進一步澄清國際會計準則第40號所列情況外之情況或可證明用途改變，而該用途改變可能適用於在建物業。譬如說，在日常業務過程就自待售在建物業轉撥至投資物業，可由向另一方開始的經營租賃作憑證。目前本集團僅在經營租賃開始時將有關轉撥入賬。

本公司執行董事預期，倘其任何物業用途發生改變，應用此等修訂將導致本集團於未來期間就該等轉讓於綜合財務報表中提前確認。

除上述者外，本公司執行董事預期應用其他新訂及經修訂國際財務報告準則將不會對綜合財務報表有重大影響。

2. Application of New and Revised International Financial Reporting Standards (“IFRSs”) (continued)

IFRIC 23 Uncertainty over Income Tax Treatments

IFRIC 23 sets out how to determine the accounting tax

position when there is uncertainty over income tax treatments.

The interpretation requires an entity to determine whether

uncertain tax position are assessed separately or as a group;

and assess whether it is probable that a tax authority will

accept an uncertain tax treatment used, or proposed to be

used, by an entity in its income tax filings.

The executive directors of the Company anticipate that the

application of new requirements will have no material impact

on the Group’s consolidated financial statements.

Amendments to IAS 40 Transfers of Investment PropertyThe amendments clarify that a transfer to, or from, investment

property necessitates an assessment of whether a property

meets, or has ceased to meet, the definition of investment

property, supported by observable evidence that a change

in use has occurred. The amendments further clarity that

situations other than the ones listed in IAS 40 may evidence

a change in use, and that a change in use is possible for

properties under construction. For example, change in use for

transfer from properties under development for sale in the

ordinary course of business to investment properties could be

evidenced by inception of an operating lease to another party.

Currently, the Company accounts for such transfer only upon

commencement of an operating lease.

The executive directors of the Company anticipate that the

application of these amendments will result in early recognition

of such transfers on the Group’s consolidated financial

statements in future periods should there be a change in use

of any of its properties.

Except those mentioned above, the executive directors of

the Company anticipate that the application of other new and

revised IFRSs will have no material impact on the Group’s

consolidated financial statements.

– F-746 –

中國奧園地產集團股份有限公司　二零一七年年報 153

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策綜合財務報表已根據國際會計準則委員會頒佈之國際財務報告準則編製。此外，綜合財務報表包括香港聯交所證券上市規則（「上市規則」）及香港公司條例所規定之適用披露事項。

除下文會計政策所述於報告期末若干物業及金融工具以公平值計量外，綜合財務報表按歷史成本基準編製。

歷史成本一般基於交易貨品及服務時所涉代價的公平值。

公平值是指市場參與者之間在計量日期進行之有序交易中出售一項資產所收取價格或轉移一項負債所支付價格，無論該價格是採用其他估值技術直接觀察或估計。在對資產或負債公平值作出估計時，本集團考慮市場參與者在計量日期為該資產或負債進行定價時將會考慮之特徵。於本綜合財務報表中計量及╱或披露之公平值均按此基準釐定，惟不包括國際財務報告準則第2號範圍內的以股份為基礎支付的交易、國際會計準則第17號範圍內的租賃交易、以及與公平值類似但並非公平值的計量，例如國際會計準則第2號中之可變現淨值或國際會計準則第36號中之使用價值。

非金融資產之公平值計量乃考慮市場參與者通過使用其資產之最高及最佳用途或將其出售予將使用其最高及最佳用途之另一市場參與者，而能夠產生經濟利益之能力。

此外，就財務報告而言，公平值計量根據公平值計量之輸入數據可觀察程度及公平值計量之輸入數據對其整體重要性分類為第一級、第二級或第三級，詳情如下：

3. Significant Accounting Policies

The consolidated financial statements have been prepared

in accordance with IFRSs issued by the IASB. In addition,

the consolidated financial statements include applicable

disclosures required by the Rules Governing the Listing of

Securities on the SEHK (“Listing Rules”) and by the Hong Kong

Companies Ordinance.

The consolidated financial statements have been prepared

on the historical cost basis except for certain properties and

financial instruments that are measured at fair values at the

end of the reporting period, as explained in the accounting

policies set out below.

Historical cost is generally based on the fair value of the

consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset

or paid to transfer a liability in an orderly transaction between

market participants at the measurement date, regardless of

whether that price is directly observable or estimated using

another valuation technique. In estimating the fair value of

an asset or a liability, the Group takes into account the

characteristics of the asset or liability if market participants

would take those characteristics into account when pricing

the asset or liability at the measurement date. Fair value for

measurement and/or disclosure purposes in these consolidated

financial statements is determined on such a basis, except for

share-based payment transactions that are within the scope of

IFRS 2, leasing transactions that are within the scope of IAS

17, and measurements that have some similarities to fair value

but are not fair value, such as net realisable value in IAS 2 or

value in use in IAS 36.

A fair value measurement of a non-financial asset takes into

account a market participant’s ability to generate economic

benefits by using the asset in its highest and best use or by

selling it to another market participant that would use the asset

in its highest and best use.

In addition, for financial reporting purposes, fair value

measurements are categorised into Level 1, 2 or 3 based on

the degree to which the inputs to the fair value measurements

are observable and the significance of the inputs to the fair value

measurement in its entirety, which are described as follows:

– F-747 –

China Aoyuan Property Group Limited Annual Report 2017154

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）• 第一級輸入數據為實體於計量日期

可以取得之相同資產或負債於活躍市場之報價（未經調整）；

• 第二級輸入數據為就資產或負債直接或間接地可觀察之輸入數據（第一級內包括之報價除外）；及

• 第三級輸入數據為資產或負債之不可觀察輸入數據。

所採納的主要會計政策載列如下：

綜合基準綜合財務報表包括本公司及受本公司及其附屬公司控制之實體之財務報表。本公司在下列情況下，即屬擁有控制權：

• 有權控制被投資方；

• 因其參與被投資方業務而對可變回報承擔風險或享有權利；及

• 有能力以其權力影響其回報。

倘有事實及情況顯示上列三項控制權條件之其中一項或多項有變，本集團會重新評估其是否控制被投資方。

當本集團取得附屬公司之控制權，便將該附屬公司綜合入賬；當本集團失去附屬公司之控制權，便停止將該附屬公司綜合入賬。具體而言，年內收購或出售之附屬公司之收入及支出會於本集團取得控制權當日起計入綜合損益及其他全面收益表，直至本集團對該附屬公司之控制權終止當日為止。

3. Significant Accounting Policies (continued)

• Level 1 inputs are quoted prices (unadjusted) in active

markets for identical assets or liabilities that the entity

can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices

included within Level 1, that are observable for the asset

or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or

liability.

The principal accounting policies adopted are set out below:

Basis of consolidationThe consolidated financial statements incorporate the financial

statements of the Company and entities controlled by the

Company and its subsidiaries. Control is achieved where the

Company:

• has power over the investee;

• is exposed, or has rights, to variable returns from its

involvement with the investee; and

• has the ability to use its power to affect its returns.

The Group reassesses whether or not it controls an investee

if facts and circumstances indicate that there are changes to

one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Group obtains

control over the subsidiary and ceases when the Group loses

control of the subsidiary. Specifically, income and expenses

of a subsidiary acquired or disposed of during the year are

included in the consolidated statement of profit or loss and

other comprehensive income from the date of the Group gains

control until the date when the Group ceases to control the

subsidiary.

– F-748 –

中國奧園地產集團股份有限公司　二零一七年年報 155

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

綜合基準（續）損益及其他全面收益各項目乃本公司擁有人及非控股權益分佔。附屬公司全面收入總額乃本公司擁有人及非控股權益分佔，即使導致非控股權益產生虧絀結餘。

如有需要，會對附屬公司之財務報表作出調整，以使彼等之會計政策與本集團之會計政策一致。.

與本集團成員公司之間交易有關之所有集團內資產及負債、權益、收入、開支及現金流量已於綜合賬目時全數對銷。

本集團於現有附屬公司之所有權權益之變動

本集團於現有附屬公司之所有權權益並無導致本集團失去對附屬公司之控制權之變動入賬為股權交易。本集團權益（包括儲備）及非控股權益的相關部分之賬面值作出調整，以反映其於附屬公司之有關權益之變動，包括根據本集團及非控股權益比例權益在本集團與非控股權益間重新分配相關準備金。所調整的非控股權益金額與已付或已收代價公平值之間之差額直接確認為股權及由本公司擁有人分佔。

3. Significant Accounting Policies (continued)

Basis of consolidation (continued)Profit or loss and each item of other comprehensive income

are attributed to the owners of the Company and to the

non-controlling interests. Total comprehensive income of

subsidiaries is attributed to the owners of the Company and

to the non-controlling interests even if this results in the

non-controlling interests having a deficit balance.

Where necessary, adjustments are made to the financial

statements of subsidiaries to bring their accounting policies

in line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses

and cash flows relating to transactions between members of

the Group are eliminated in full on consolidation.

Changes in the Group’s ownership interests in existing

subsidiaries

Changes in the Group’s ownership interests in existing

subsidiaries that do not result in the Group losing control over

the subsidiaries are accounted for as equity transactions.

The carrying amounts of the Group’s relevant components

of equity including reserves and the non-controlling interests

are adjusted to reflect the changes in their relative interests

in the subsidiaries, including re-attribution of relevant reserves

between the Group and the non-controlling interests according

to the Group’s and the non-controlling interests’ proportionate

interests. Any difference between the amount by which the

non-controlling interests are adjusted, and the fair value of the

consideration paid or received is recognised directly in equity

and attributed to owners of the Company.

– F-749 –

China Aoyuan Property Group Limited Annual Report 2017156

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

綜合基準（續）本集團於現有附屬公司之所有權權益之變動（續）

當本集團失去一間附屬公司之控制權，將終止確認該附屬公司之資產或負債及非控股權益（如有），且會於損益內確認收益或虧損，並按(i)已收代價之公平值及任何保留權益之公平值之總額與(ii)本公司擁有人分佔該附屬公司之資產（包括商譽）及負債之先前賬面值之差額計算。先前就附屬公司而於其他全面收益確認之全部款額，將按猶如本集團已直接出售附屬公司相關資產或負債入賬（即按適用國際財務報告準則之指定╱許可重新分類至損益或轉撥至另一類別權益）。失去控制權當日前附屬公司所保留之任何投資之公平值視為首次確認時之公平值，隨後根據國際會計準則第39號進行會計處理（或如適用），視為於一間聯營公司或合營企業投資的初始確認後的成本。

業務合併收購業務採用購買法進行會計處理。業務合併轉讓之代價會以公平值計量，按為換取被收購者的控制權本集團轉讓的資產、本集團承擔被收購者前擁有人的負債，以及本集團發行的股本權益於收購日的公平值的總額計算。與收購有關的成本一般會於發生時於損益確認。

3. Significant Accounting Policies (continued)

Basis of consolidation (continued)Changes in the Group’s ownership interests in existing

subsidiaries (continued)

When the Group losses control of a subsidiary, the assets and

liabilities of that subsidiary and non-controlling interests (if any)

are derecognised. A gain or loss is recognised in profit or loss

and is calculated as the difference between (i) the aggregate

of the fair value of the consideration received and the fair

value of any retained interest and (ii) the previous carrying

amount of the assets (including goodwill), and liabilities of

the subsidiary attributable to the owners of the Company. All

amounts previously recognised in other comprehensive income

in relation to the subsidiary are accounted for as if the Group

has directly disposed of the related assets or liabilities of the

subsidiary (i.e. reclassified to profit or loss or transferred to

another category of equity as specific/permitted by applicable

IFRSs). The fair value of any investment retained in the former

subsidiary at the date when control is lost is regarded as the

fair value on initial recognition for subsequent accounting under

IAS 39 or, when applicable, the cost on initial recognition of an

investment in an associate or a joint venture.

Business combinationsAcquisitions of businesses are accounted for using the

acquisition method. The consideration transferred in a business

combination is measured at fair value, which is calculated

as the sum of the acquisition-date fair values of the assets

transferred by the Group, liabilities incurred by the Group to

the former owners of the acquiree and the equity interests

issued by the Group in exchange for control of the acquiree.

Acquisition-related costs are generally recognised in profit or

loss as incurred.

– F-750 –

中國奧園地產集團股份有限公司　二零一七年年報 157

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

業務合併（續）於收購日，被收購的可識別資產、承擔負債應按其在收購日的公平值予以確認，惟以下各項除外：

• 遞延稅項資產或負債及僱員福利安排的相關資產或負債應分別按國際會計準則第12號「所得稅」和國際會計準則第19號「僱員福利」予以確認和計量；

• 於收購日，有關被收購者以股份為基礎支付的安排或訂立本集團的以股份為基礎支付的安排以取代被收購者的以股份為基礎支付的安排之負債或權益工具，應按國際財務報告準則第2號「以股份為基礎的付款」計量（參看以下會計政策）；及

• 按照國際財務報告準則第5號「持有待售的非流動資產和終止經營」歸類為持有待售的資產（或出售集團）應按該準則予以計量。

商譽按轉讓代價，於被收購者非控股權益金額及之前於被收購者持有股本權益（如有）公平值之總和與已收購可識別資產及承擔負債於收購日淨值之差額計量。如果在重新評估後，已收購可識別淨資產及承擔負債於收購日之淨值額超過轉讓價、在被購者的任何非控股權益金額以及購買方先前在被收購者持有的權益（如有）的總額，超出的差額立即作為議價購入收益計入損益。

3. Significant Accounting Policies (continued)

Business combinations (continued)At the acquisition date, the identifiable assets acquired and

the liabilities assumed are recognised at their fair value at the

acquisition date, except that:

• deferred tax assets or liabilities and liabilities or assets

related to employee benefit arrangements are recognised

and measured in accordance with IAS 12 Income Taxes

and IAS 19 Employee Benefits respectively;

• liabilities or equity instruments related to share-based

payment arrangement of the acquire or share-based

payment arrangement of the Group entered into to

replace share-based payment arrangements of the

acquiree are measured in accordance with IFRS 2

Share-based Payment at the acquisition date (see the

accounting policy below); and

• assets (or disposal groups) that are classified as held for

sale in accordance with IFRS 5 Non-current Assets Held

for Sale and Discontinued Operations are measured in

accordance with that standard.

Goodwill is measured as the excess of the sum of the

consideration transferred, the amount of any non-controlling

interests in the acquiree, and the fair value of the acquirer’s

previously held equity interest in the acquiree (if any)

over the net amounts of the identifiable assets acquired

and the liabilities assumed as at acquisition date. If, after

re-assessment, the net amount of the acquisition-date amounts

of the identifiable assets acquired and liabilities assumed

exceeds the sum of the consideration transferred, the amount

of any non-controlling interests in the acquiree and the fair

value of the acquirer’s previously held interest in the acquiree

(if any), the excess is recognised immediately in profit or loss

as a bargain purchase gain.

– F-751 –

China Aoyuan Property Group Limited Annual Report 2017158

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

業務合併（續）非控股權益為現有擁有權益，當發生清盤時給予持有人相應於相關附屬公司淨資產佔有比例。其初步以公平值或非控股權益於被收購者可識別淨資產應佔確認金額計量，計量基準選擇按個別交易基準決定。其他種類非控股權益按公平值或（當適用）按其他國際財務報告準則要求之基準計量。

倘本集團於業務合併中轉讓之代價包括或然代價安排產生之資產或負債，則或然代價按其於收購日之公平值計量，並計入於業務合併轉讓之代價之一部分。符合資格為計量期間調整之或然代價公平值變動將予追溯調整，並對商譽作出相應調整。計量期間調整為於「計量期間」（不可超過自收購日起計一年）取得有關於收購日已存在之事實及情況之額外資料產生之調整。

收購不構成一項業務的一間附屬公司

當本集團收購不構成一項業務的一組資產及負債，本集團透過首先分配購買價至以有關公平值計的金融資產及金融負債，購買價的餘額其後根據其於購買日的相關公平值分配至其他個別可識別資產及負債，識別及確認個別可識別所收購資產及所承擔負債。此類交易不會產生商譽或議價購入收益。

3. Significant Accounting Policies (continued)

Business combinations (continued)Non-controlling interests that are present ownership interests

and entitle their holders to a proportionate share of the

relevant subsidiary’s net assets in the event of liquidation are

initially measured either at fair value or at the non-controlling

interests’ proportionate share of the recognised amounts of the

acquiree’s identifiable net assets. The choice of measurement

basis is made on a transaction-by-transaction basis. Other

types of non-controlling interests are measured at their fair

value or, when applicable, on the basis specified in another

IFRS.

When the consideration transferred by the Group in a

business combination includes assets or liabilities resulting

from a contingent consideration arrangement, the contingent

consideration is measured at its acquisition-date fair value and

included as part of the consideration transferred in a business

combination. Changes in the fair value of the contingent

consideration that qualify as measurement period adjustments

are adjusted retrospectively, with the corresponding

adjustments made against goodwill. Measurement period

adjustments are adjustments that arise from additional

information obtained during the “measurement period” (which

cannot exceed one year from the acquisition date) about facts

and circumstances that existed at the acquisition date.

Acquisition of a subsidiary not constituting a business

When the Group acquires a group of assets and liabilities

that do not constitute a business, the Group identifies and

recognises the individual identifiable assets acquired and

liabilities assumed by allocating the purchase price first to

the financial assets and financial liabilities at the respective

fair value, the remaining balance of the purchase price is

then allocated to the other individual identifiable assets and

liabilities on the basis of their relative fair values at the date

of purchase. Such a transaction does not give rise to goodwill

or bargain purchase gain.

– F-752 –

中國奧園地產集團股份有限公司　二零一七年年報 159

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

商譽因收購一項業務產生之商譽按業務收購當日確立之成本（見上文會計政策）減累計減值虧損（如有）入賬。

就減值測試而言，商譽分配至預期將自合併協同效益獲益之本集團各現金產生單位（或多組現金產生單位），即就內部管理用途而言為監測商譽的最低水平，且不大於經營分部。

獲分配商譽之現金產生單位（或多組現金產生單位）於每年及於有跡象顯示單位可能出現減值時更頻密地進行測試。就於報告期間內因收購產生之商譽而言，獲分配商譽之現金產生單位（或多組現金產生單位）於報告期末前進行減值測試。倘可收回金額少於其賬面值，則減值虧損將首先分配以調低任何商譽賬面值，其後根據該單位（或多組現金產生單位）內各資產之賬面值按比例分配至其他資

於出售相關現金產生單位時，釐定出售之損益款額時須計入商譽之應佔款額。

本集團有關因收購合營企業及聯營企業產生之商譽之政策於下文說明。

於聯營公司及合營企業之投資聯營公司是指對本集團具有重大影響力的實體。重大影響是指對被投資方的財務和經營政策有參與決策的權力，但並不能夠控制或者與其他方一起共同控制這些政策的制定。

合營企業指一項合營安排，對安排擁有共同控制權之訂約方據此對合營安排之淨資產擁有權利。共同控制權指按照合約協定對一項安排所共有之控制權，僅在相關活動必須獲得共同享有控制權之各方一致同意方能決定時存在。

3. Significant Accounting Policies (continued)

GoodwillGoodwill arising on an acquisition of a business is carried at

cost as established at the date of acquisition of the business

(see the accounting policy above) less accumulated impairment

losses, if any.

For the purposes of impairment testing, goodwill is allocated

to each of the Group’s cash-generating units (or groups of cash

generating units) that is expected to benefit from the synergies

of the combination, which represent the lowest level at which

the goodwill is monitored for internal management purposes

and not larger than an operating segment.

A cash-generating unit (or group of cash-generating units) to

which goodwill has been allocated is tested for impairment

annually or more frequently when there is indication that the

unit may be impaired. For goodwill arising on an acquisition

in a reporting period, the cash-generating unit (or group of

cash-generating units) to which goodwill has been allocated is

tested for impairment before the end of that reporting period.

If the recoverable amount is less than its carrying amount, the

impairment loss is allocated first to reduce the carrying amount

of any goodwill and then to the other assets on a pro-rata

basis based on the carrying amount of each asset in the unit

(or group of cash-generating units).

On disposal of the relevant cash-generating unit, the

attributable amount of goodwill is included in the determination

of the amount of profit or loss on disposal.

The Group’s policy for goodwill arising on the acquisition of

joint ventures and associates is described below.

Investments in associates and joint venturesAn associate is an entity over which the Group has significant

influence. Significant influence is the power to participate in

the financial and operating policy decisions of the investee but

is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties

that have joint control of the arrangement have rights to

the net assets of the joint arrangement. Joint control is the

contractually agreed sharing of control of an arrangement,

which exists only when decisions about the relevant activities

require unanimous consent of the parties sharing control.

– F-753 –

China Aoyuan Property Group Limited Annual Report 2017160

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

於聯營公司及合營企業之投資（續）聯營公司及合營企業的業績及資產及負債使用權益會計法納入綜合財務報表。以權益會計法處理之聯營公司及合營企業財務報表乃按與本集團就於類似情況下之交易及事件所採用者相同之會計政策編製。根據權益法，於一間聯營公司及一間合營企業之投資初步按成本於綜合財務狀況表內確認及其後進行調整，以確認本集團應佔聯營公司及合營企業的損益及其他全面收益。於該聯營公司及合營企業的資產淨值（損益及其他全面收入除外）變動不入賬，除非該等變動導致本集團持有的擁有權變動。當本集團分佔一間聯營公司及一間合營企業虧損等於或超過其於該聯營公司及合營企業的權益（包括實質構成本集團於聯營公司及合營企業的投資淨額的一部分的任何長期權益），本集團終止確認其分佔進一步虧損。額外虧損僅於本集團已發生法定或推定責任或代表該聯營公司及合營企業作出付款。

於被投資方成為一間聯營公司及一間合營企業當日，對聯營公司及合營企業之投資採用權益法入賬。於收購一間聯營公司及一間合營企業之投資時，投資成本超過本集團分佔該被投資方可識別資產及負債公平值淨額之任何部分乃確認為商譽，並計入投資之賬面值。

本集團所佔可識別資產及負債於重新評估後之公平值淨額超過投資成本之任何差額，會於收購投資期間即時於損益確認。

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures (continued)The results and assets and liabilities of associates and

joint ventures are incorporated in the consolidated financial

statements using the equity method of accounting. The

financial statements of associates and joint ventures used

for equity accounting purposes are prepared using uniform

accounting policies as those of the Group for like transactions

and events in similar circumstances. Under the equity method,

an investment in an associate and a joint venture is initially

recognised in the consolidated statement of financial position

at cost and adjusted thereafter to recognise the Group’s share

of the profit or loss and other comprehensive income of the

associate and joint venture. Changes in net assets of the

associate and joint venture other than profit or loss and other

comprehensive income are not accounted for unless such

changes resulted in changes in ownership interest held by the

Group. When the Group’s share of losses of a an associate and

a joint venture equals or exceeds its interest in that associate

and joint venture (which includes any long-term interests

that, in substance, form part of the Group’s net investment

in the associate and joint venture), the Group discontinues

recognising its share of further losses. Additional losses are

recognised only to the extent that the Group has incurred legal

or constructive obligations or made payments on behalf of the

associate and joint venture.

An investment in an associate and a joint venture is accounted

for using the equity method from the date on which the

investee becomes an associate and joint venture. On

acquisition of the investment in an associate and a joint

venture, any excess of the cost of the investment over the

Group’s share of the net fair value of the identifiable assets

and liabilities of the investee is recognised as goodwill, which

is included within the carrying amount of the investment.

Any excess of the Group’s share of the net fair value of

the identifiable assets and liabilities over the cost of the

investment, after reassessment, is recognised immediately in

profit or loss in the period in which the investment is acquired.

– F-754 –

中國奧園地產集團股份有限公司　二零一七年年報 161

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

於聯營公司及合營企業之投資（續）應用國際會計準則第39號之規定以釐定是否有必要就本集團於聯營公司及合營企業之投資確認任何減值虧損。在必要時，作為單一資產透過將其可收回金額（使用價值與公平值減出售成本兩者之較高者）與其賬面值進行比較，投資（包括商譽）的整個賬面值根據國際會計準則第36號「資產減值」進行減值測試，已確認任何減值虧損構成投資賬面值一部分。減值虧損的任何撥回根據國際會計準則第36號確認，以投資可收回金額於其後增加者為限。

倘本集團不再於聯營公司及合營企業擁有重大影響力及共同控制權，則視作作為出售被投資方的全部權益，所得收益或虧損於損益確認。倘本集團於前聯營公司及合營企業擁有權益而保留權益為國際會計準則第39號範圍的金融資產時，本集團於該日之公平值計量保留權益，而公平值被視為初步確認之公平值。終止使用權益法當日之聯營公司及合營企業賬面值與任何保留權益公平值之間的差額及來自出售聯營公司或合營企業相關權益之任何所得款項已於釐定出售聯營公司或合營企業收益或虧損時計入。此外，本集團將先前在其他全面收益就該聯營公司或合營企業確認之所有金額入賬，基準與該聯營公司或合營企業直接出售相關資產或負債的基準相同。因此，倘該聯營公司及合營企業先前已確認其他全面收益之損益，則會於出售相關資產或負債時重新分類至損益，於出售或部分出售相關聯營公司及合營企業時，本集團將收益或虧損由權益重新分類至損益（作為重新分類調整）。

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures (continued)The requirements of IAS 39 are applied to determine whether

it is necessary to recognise any impairment loss with respect

to the Group’s investment in an associate and a joint venture.

When necessary, the entire carrying amount of the investment

(including goodwill) is tested for impairment in accordance with

IAS 36 Impairment of Assets as a single asset by comparing

its recoverable amount (higher of value in use and fair value

less costs to sell) with its carrying amount, any impairment

loss recognised forms part of the carrying amount of the

investment. Any reversal of that impairment loss is recognised

in accordance with IAS 36 to the extent that the recoverable

amount of the investment subsequently increases.

When the Group ceases to have significant influence over an

associate or joint control over a joint venture, it is accounted

for as a disposal of the entire interest in the investee with a

resulting gain or loss being recognised in profit or loss. When

the Group retains an interest in the former associate or joint

venture and the retained interest is a financial asset within the

scope of IAS 39, the Group measures the retained interest

at fair value at that date and the fair value is regarded as its

fair value on initial recognition. The difference between the

carrying amount of the associate or joint venture at the date

the equity method was discontinued, and the fair value of any

retained interest and any proceeds from disposing the relevant

interest in the associate or joint venture is included in the

determination of the gain or loss on disposal of the associate

or joint venture. In addition, the Group accounts for all amounts

previously recognised in other comprehensive income in

relation to that associate or joint venture on the same basis as

would be required if that associate or joint venture had directly

disposed of the related assets or liabilities. Therefore, if a gain

or loss previously recognised in other comprehensive income

by that associate or joint venture would be reclassified to profit

or loss on the disposal of the related assets or liabilities, the

Group reclassifies the gain or loss from equity to profit or

loss (as a reclassification adjustment) upon disposal or partial

disposal of the relevant associate or joint venture.

– F-755 –

China Aoyuan Property Group Limited Annual Report 2017162

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

於聯營公司及合營企業之投資（續）倘本集團減少其於聯營公司或合營企業之擁有權權益但本集團繼續使用權益法，則本集團於出售有關資產或負債時會將該收益或虧損重新分類至損益之情況下，會將先前就該等擁有權權益減少而在其他全面收益確認之收益或虧損按比例重新分類至損益。

當集團實體與聯營公司或合營企業進行交易時，由此所產生之損益計入本集團綜合財務報表，惟以聯營公司或合營企業之利益不涉及本集團的程度為限。

收入確認收入按已收或應收代價之公平值計量。收入因估計客戶退貨、折扣及其他類似補貼以及銷售相關稅項而減少。

如下文所述，當收入金額能夠可靠計量時；當可能有未來經濟利益將流向本集團時及當本集團的各項活動已符合特定標準時確認收入。

當符合所有以下條件時，來自銷售貨品之收入於交付貨品及轉移擁有權時確認：

3. Significant Accounting Policies (continued)

Investments in associates and joint ventures (continued)When the Group reduces its ownership interest in an associate

or a joint venture but the Group continues to use the equity

method, the Group reclassifies to profit or loss the proportion

of the gain or loss that had previously been recognised in other

comprehensive income relating to that reduction in ownership

interest if that gain or loss would be reclassified to profit or

loss on the disposal of the related assets or liabilities.

When a group entity transacts with an associate or a joint

venture, profits and losses resulting from the transactions

with the associate or joint venture are recognised in the

Group’s consolidated financial statements only to the extent of

interests in the associate or joint venture that are not related

to the Group.

Revenue recognitionRevenue is measured at the fair value of the consideration

received or receivable. Revenue is reduced for estimated

customer returns, rebates and other similar allowances, and

sales-related taxes.

Revenue is recognised when the amount of revenue can be

reliably measured; when it is probable that future economic

benefits will flow to the Group and when specific criteria

have been met for each of the Group’s activities, as described

below.

Revenue from the sale of goods is recognised when the goods

are delivered and titles have passed, at which time all the

following conditions are satisfied:

– F-756 –

中國奧園地產集團股份有限公司　二零一七年年報 163

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

收入確認（續）• 本集團已將貨品擁有權之重大風險

及回報轉移予買方；

• 本集團並無保留一般與擁有權有關之銷售貨品持續管理權或實際控制權；

• 收入金額能夠可靠地計量；

• 與交易相關之經濟利益很可能流入本集團；及

• 有關交易產生或將產生之成本能夠可靠地計量。

具體而言，當各物業已竣工並交付予買方時，於一般業務過程中確認銷售物業之收入。於達致上述標準前自買方收取之按金及分期款項計入綜合財務狀況表流動負債內。

服務收入於提供服務時確認。

利息收入乃參照未償還本金按適用之實際利率及時間比例計算（適用之實際利率即準確貼現金融資產預計年期內估計未來現金收入至該資產於初始確認時之賬面淨值之利率）。

本集團有關確認經營租賃收入之會計政策於下文有關租賃之會計政策內載述。

3. Significant Accounting Policies (continued)

Revenue recognition (continued)• the Group has transferred to the buyer the significant

risks and rewards of ownership of the goods;

• the Group retains neither continuing managerial

involvement to the degree usually associated with

ownership nor effective control over the goods sold;

• the amount of revenue can be measured reliably;

• it is probable that the economic benefits associated with

the transaction will flow to the Group; and

• the costs incurred or to be incurred in respect of the

transaction can be measured reliably.

Specifically, revenue from sale of properties in the ordinary

course of business is recognised when the respective

properties have been completed and delivered to the buyers.

Deposits and instalments received from purchasers prior to

meeting the above criteria for revenue recognition are included

in the consolidated statement of financial position under

current liabilities.

Service income is recognised when services are provided.

Interest income is accrued on a time basis, by reference

to the principal outstanding and at the effective interest

rate applicable, which is the rate that exactly discounts the

estimated future cash receipts through the expected life of

the financial asset to that asset’s net carrying amount on initial

recognition.

The Group’s accounting policy for recognition of revenue from

operating leases is described in the accounting policy for

leasing below.

– F-757 –

China Aoyuan Property Group Limited Annual Report 2017164

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

租賃凡租賃條款將擁有權的絕大部分風險及回報轉移至承租人的租賃均會分類為融資租賃。所有其他租賃則分類為經營租賃。

本集團作為出租人

經營租賃租金收入以有關租約期限以直線法確認損益。

本集團作為承租人

經營租賃付款以直線法在租賃期限確認，惟另一系統化基準更代表租賃資產所得經濟利益所消費的時間模式者除外。

租賃土地及樓宇

當本集團支付包括租賃土地及樓宇元素的物業權益時，本集團根據評估是否每項元素所有權附帶的絕大部分風險及回報已轉移至本集團而評估每項單獨作為融資或經營租約的分類。除非兩項元素均明確為經營租約，在此情況下，整個物業入賬列作為經營租約。特別是，全部代價（包括任何一次過預付款）於最初確認時租賃土地及樓宇元素的租賃權益相關公平值的比例在租賃土地及樓宇元素間進行分配。

如相關付款分配能可靠作出，入賬為經營租約的租賃土地權益於綜合財務狀況表內呈報為「預付租賃付款」及按租賃期限以直線法攤銷，惟根據公平值模式分類及入賬為投資物業者除外。當租賃付款在租賃土地及樓宇元素之間不能可靠分配時，整個物業一般分類為融資租賃項下的租賃土地。

3. Significant Accounting Policies (continued)

LeasingLeases are classified as finance leases whenever the terms

of the lease transfer substantially all the risks and rewards

of ownership to the lessee. All other leases are classified as

operating leases.

The Group as lessor

Rental income from operating leases is recognised in profit or

loss on a straight-line basis over the term of the relevant lease.

The Group as lessee

Operating lease payments are recognised as an expense on a

straight-line basis over the lease term, except where another

systematic basis is more representative of the time pattern in

which economic benefits from the leased asset are consumed.

Leasehold land and building

When the Group makes payments for a property interest

which includes both leasehold land and building elements, the

Group assesses the classification of each element separately

based on the assessment as to whether substantially all the

risks and rewards incidental to ownership of each element

have been transferred to the Group, unless it is clear that

both elements are operating leases in which case the entire

property is accounted as an operating lease. Specifically,

the entire consideration (including any lump-sum upfront

payments) are allocated between the leasehold land and the

building elements in proportion to the relative fair values of the

leasehold interests in the land element and building element

at initial recognition.

To the extent the allocation of the relevant payments can be

made reliably, interest in leasehold land that is accounted

for as an operating lease is presented as “prepaid lease

payments” in the consolidated statement of financial position

and is amortised over the lease term on a straight-line basis

except for those that are classified and accounted for as

investment properties under the fair value model. When the

lease payments cannot be allocated reliably between the

leasehold land and building elements, the entire property is

generally classified as if the leasehold land is under finance

lease.

– F-758 –

中國奧園地產集團股份有限公司　二零一七年年報 165

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

外幣在編製各個別集團實體的財務報表時，以該實體的功能貨幣以外的貨幣（外幣）結算的交易乃按交易當日的匯率結算。於報告期末，以外幣列值的貨幣項目按該日當時的匯率重新換算。以外幣列值並按公平值入賬的非貨幣項目則按釐定公平值當日的匯率重新換算。按歷史成本以外幣計量的非貨幣項目不作重新換算。

因貨幣項目結算及貨幣項目重新換算產生之匯兌差額，於產生期間於損益確認，惟應收或應付海外業務之貨幣項目之匯兌差額除外，而其既無計劃結算或不大可能結算（因此構成海外業務淨投資之一部分），並初步於其他全面收益內確認，而因本集團於聯營公司或合營企業的權益出售或部分出售時自權益中重新分類至損益中。

就列報本綜合財務報表而言，本集團海外業務的資產及負債換算為呈列貨幣（即人民幣）（採用各報告期末的通行匯率）。收入及開支項目按期內平均匯率換算，惟匯率於該期間大幅波動則除外，在此情況下採用於交易日期之匯率。產生的匯兌差額（如有）於其他全面收益內確認，並於換算儲備項下的權益內累計（及在適當情況下歸類為非控股權益）。

3. Significant Accounting Policies (continued)

Foreign currenciesIn preparing the financial statements of each individual group

entity, transactions in currencies other than the functional

currency of that entity (foreign currencies) are recognised

at the rates of exchanges prevailing on the dates of the

transactions. At the end of the reporting period, monetary

items denominated in foreign currencies are retranslated at

the rates prevailing at that date. Non-monetary items carried

at fair value that are denominated in foreign currencies are

retranslated at the rates prevailing on the date when the

fair value was determined. Non-monetary items that are

measured in terms of historical cost in a foreign currency are

not retranslated.

Exchange differences arising on the settlement of monetary

items, and on the retranslation of monetary items, are

recognised in profit or loss in the period in which they arise,

except for exchange differences on monetary items receivable

from or payable to a foreign operation for which settlement is

neither planned nor likely to occur (therefore forming part of the

net investment in the foreign operation), which are recognised

initially in other comprehensive income and reclassified from

equity to profit or loss on disposal or partial disposal of the

Group’s interests in associates or joint ventures.

For the purposes of presenting these consolidated financial

statements, the assets and liabilities of the Group’s foreign

operations are translated into presentation currency (i.e. RMB)

using exchange rates prevailing at the end of each reporting

period. Income and expense items are translated at the

average exchange rates for the period, unless exchange rates

fluctuate significantly during that period, in which case the

exchange rates at the dates of the transactions are used.

Exchange differences arising, if any, are recognised in other

comprehensive income and accumulated in equity under the

heading of translation reserve (and attributed to non-controlling

interests as appropriate).

– F-759 –

China Aoyuan Property Group Limited Annual Report 2017166

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

外幣（續）出售海外業務時（即出售本集團海外業務之全部權益、涉及失去對海外業務中的附屬公司控制權的出售或部分出售含海外業務的聯營公司或聯合安排（所保留的權益成為金融資產）），就本公司擁有人應佔該業務而累計入權益之所有匯兌差額，會重新分類至損益。

此外，就部分出售含海外業務的附屬公司並未導致本集團失去該附屬公司之控制權而言，按此比例將累計匯兌差異重新歸屬予非控股權益，而並不於損益內確認。對於所有其他部分出售（即部分出售聯營公司或聯合安排，而並無造成本集團失去重大影響力或共同控制權），按此比例將累計匯兌差異重新分類至損益。

借款成本與收購、建築或生產合資格資產（即需長時間準備以達致其擬定用途或可供出售的資產）直接相關的借款成本將計入該等資產的成本中，直至有關資產大致可供用作擬定用途或出售為止。

從符合資本化條件的借款成本中扣除待支付合格資產前的特定借款的臨時投資所賺取的投資收入。

所有其他借款成本均於其產生期間於損益內確認。

3. Significant Accounting Policies (continued)

Foreign currencies (continued)On the disposal of a foreign operation (i.e. a disposal of the

Group’s entire interest in a foreign operation, or a disposal

involving loss of control over a subsidiary that includes a

foreign operation, or a partial disposal of an interest in an

associate or joint arrangement that includes a foreign operation

of which the retained interest becomes a financial asset), all

of the exchange differences accumulated in equity in respect

of that operation attributable to the owners of the Company

are reclassified to profit or loss.

In addition, in relation to a partial disposal of a subsidiary

that includes a foreign operation that does not result in the

Group losing control over the subsidiary, the proportionate

share of accumulated exchange differences are re-attributed

to non-controlling interests and are not recognised in profit

or loss. For all other partial disposals (i.e. partial disposals of

associate or joint arrangements that do not result in the Group

losing significant influence or joint control), the proportionate

share of the accumulated exchange differences is reclassified

to profit or loss.

Borrowing costsBorrowing costs directly attributable to the acquisition,

construction or production of qualifying assets, which are

assets that necessarily take a substantial period of time to

get ready for their intended use or sale, are added to the cost

of those assets until such time as the assets are substantially

ready for their intended use or sale.

Investment income earned on the temporary investment of

specific borrowing pending their expenditure on qualifying

assets is deducted from the borrowing costs eligible for

capitalisation.

All other borrowing costs are recognised in profit or loss in the

period in which they are incurred.

– F-760 –

中國奧園地產集團股份有限公司　二零一七年年報 167

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

政府補助政府補助於可合理確保本集團將符合補助所附帶之條件並將於收到該等補助時方可確認。

作為已產生支出或虧損之補償而應收取或為給予本集團即時財務支持而無日後相關成本之政府補助於其應收取期間在損益中確認。

按低於市場利率計息之政府貸款之利益作為政府補助處理，計量為已收所得款項與根據現行市場利率計算之貸款公平值間之差額。

退休福利成本定額供款退休福利計劃及國營退休福利計劃的供款乃於僱員就其提供服務可享有供款時列為開支。

3. Significant Accounting Policies (continued)

Government grantsGovernment grants are not recognised until there is reasonable

assurance that the Group will comply with the conditions

attaching to them and that the grants will be received.

Government grants that are receivable as compensation for

expenses or losses already incurred or for the purpose of

giving immediate financial support to the Group with no future

related costs are recognised in profit or loss in the period in

which they become receivable.

The benefit of a government loan at a below-market rate of

interest is treated as a government grant, measured as the

difference between proceeds received and the fair value of the

loan based on prevailing market interest rates.

Retirement benefit costsPayments to defined contribution retirement benefit plans and

state-managed retirement benefit schemes are recognised as

an expense when employees have rendered service entitling

them to the contributions.

– F-761 –

China Aoyuan Property Group Limited Annual Report 2017168

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

以股份為基礎支付的安排股本結算以股份為基礎支付的交易

授予僱員的購股權股本結算以股份為基礎之付款予僱員及提供同類服務的其他人士按股本工具於授出日期的公平值計量。有關股權結算以股份為基礎之付款交易公平值之釐定詳情載於本集團綜合財務報表附註53。

股本結算以股份為基礎之付款於授出日期釐定的公平值（不計及所有非市場歸屬條件）基於本集團對最終歸屬之股本工具的估計按直線法於歸屬期支銷，而相應增加計入權益（購股權儲備）內。

於報告期末，本集團根據所有相關非市場歸屬條件修訂其對預期最終歸屬購股權數目之估計。修訂初始估計數字的影響（如有）在損益賬確認，使累計開支得以反映已修訂之估計數字，並對購股權儲備作出相應調整。

購股權獲行使時，先前於購股權儲備中確認之數額將轉撥至股份溢價。當購股權於歸屬日期後被收回或於屆滿日仍未獲行使，先前於購股權儲備中確認之數額將轉撥至保留溢利。

3. Significant Accounting Policies (continued)

Share-based payment arrangementsEquity-settled share-based payment transactions

Share options granted to employees

Equity-settled share-based payments to employees and others

providing similar services are measured at the fair value of the

equity instruments at the grant date. Details regarding the

determination of the fair value of equity-settled share-based

transactions are set out in note 53 to the Group’s consolidated

financial statements.

The fair value of the equity-settled payments determined at

the grant date without taking into consideration all non-market

vesting conditions is expensed on a straight-line basis over

the vesting period, based on the Group’s estimate of equity

instruments that will eventually vest, with a corresponding

increase in equity (share option reserve).

At the end of the reporting period, the Group revises its

estimate of the number of options that are expected to vest

based on the assessment of all relevant non-market vesting

conditions. The impact of the revision of the original estimates,

if any, is recognised in profit or loss such that the cumulative

expense reflects the revised estimate, with a corresponding

adjustment to share option reserve.

When the share options are exercised, the amount previously

recognised in share option reserve will be transferred to

share premium. When the share options are forfeited after the

vesting date or are still not exercised at the expiry date, the

amount previously recognised in share option reserve will be

transferred to retained profits.

– F-762 –

中國奧園地產集團股份有限公司　二零一七年年報 169

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

稅項所得稅開支為即期應付稅項及遞延稅項的總額。

即期應付稅項是根據年內度應課稅溢利計算。應課稅溢利與在綜合損益及其他全面收益表中所呈報的「除稅前溢利」有別，原因是應課稅溢利不包括其他年度的應課稅收入項目或可扣稅開支項目，亦不包括毋須課稅或不可扣稅的收益表項目。本集團的即期稅項負債乃按在報告期末已頒佈的稅率計算。

資產及負債在綜合財務報表的賬面值與計算應課稅溢利所用的相應稅基兩者間的臨時差額確認為遞延稅項。遞延稅項負債一般就所有應課稅臨時差額確認，而遞延稅項資產一般於可能有應課稅溢利抵銷該等可扣稅臨時差額時就所有可扣除臨時差額確認。

倘若臨時差額來自商譽或因首次確認不影響應課稅溢利或會計溢利的交易中的其他資產與負債（業務合併除外），則不會確認有關遞延稅項資產及負債。此外，倘臨時差額因商譽初次確認發生，則不會確認遞延稅項負債。

遞延稅項負債就於附屬公司之投資及於聯營公司及合營企業之權益所產生應課稅臨時差額予以確認，除非本集團有能力控制臨時差額之撥回，而臨時差額很可能不會於可見將來撥回。可扣減臨時差額產生的遞延稅項資產（與該等投資及權益有關）僅於可能將有足夠應課稅溢利可用來抵銷動用臨時差額的利益而且該等利益於可見將來可撥回的情況下方予以確認。

3. Significant Accounting Policies (continued)

TaxationIncome tax expense represents the sum of the tax currently

payable and deferred tax.

The tax currently payable is based on taxable profit for the

year. Taxable profit differs from “profit before tax” as reported

in the consolidated statement of profit or loss and other

comprehensive income because it excludes items of income

or expense that are taxable or deductible in other years and

it further excludes items that are never taxable or deductible.

The Group’s liability for current tax is calculated using tax rates

that have been enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between

the carrying amounts of assets and liabilities in the consolidated

financial statements and the corresponding tax base used in

the computation of taxable profit. Deferred tax liabilities are

generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible

temporary difference to the extent that it is probable that

taxable profits will be available against which those deductible

temporary differences can be utilised.

Such assets and liabilities are not recognised if the temporary

difference arises from goodwill or from the initial recognition

(other than in a business combination) of other assets and

liabilities in a transaction that affects neither the taxable profit

nor the accounting profit. In addition, deferred tax liabilities

are not recognised if the temporary difference arises from the

initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary

differences arising on investments in subsidiaries and interests

in associates and joint ventures, except where the Group is

able to control the reversal of the temporary difference and it

is probable that the temporary difference will not reverse in the

foreseeable future. Deferred tax assets arising from deductible

temporary differences associated with such investments and

interests are only recognised to the extent that it is probable

that there will be sufficient taxable profits against which to

utilise the benefits of the temporary differences and they are

expected to reverse in the foreseeable future.

– F-763 –

China Aoyuan Property Group Limited Annual Report 2017170

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

稅項（續）遞延稅項資產的賬面值於報告期末作檢討，並在不大可能有足夠應課稅溢利以收回全部或部分資產時作調減。

遞延稅項資產及負債乃按照於報告期末已實施或大致實施之稅率（及稅法），按預期於負債清償或資產變現期間適用的稅率計算。

遞延稅項負債及資產的計量反映出於報告期末將依循本集團所預計以收回或清償其資產及負債賬面金額的方式的稅務後果。

就計量遞延稅項負債或遞延稅項資產而言，利用公平值模型計量的投資物業之賬面值乃假設通過銷售全數收回，除非該假設被推翻則除外。當投資物業可予折舊及於業務模式（其業務目標是隨時間而非透過銷售消耗投資物業所包含的絕大部分經濟利益）內持有時，有關假設會被推翻。倘有關假設被推翻，則上述投資物業的遞延稅項負債及遞延稅項資產根據國際會計準則第12號所載的上述一般原則計量（即根據將如何收回有關物業的預期方式）。

即期稅項及遞延稅項於損益內確認，除非即期稅項及遞延稅項與於其他全面收益或直接於權益確認的項目相關，在該情況下，即期稅項及遞延稅項亦須分別於其他全面收益或直接於權益確認。

3. Significant Accounting Policies (continued)

Taxation (continued)The carrying amount of deferred tax assets is reviewed at the

end of the reporting period and reduced to the extent that

it is no longer probable that sufficient taxable profits will be

available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates

that are expected to apply in the period when the liability is

settled or the asset is realised, based on tax rates (and tax

laws) that have been enacted or substantively enacted by the

end of the reporting period.

The measurement of deferred tax liabilities and assets reflects

the tax consequences that would follow from the manner in

which the Group expects, at the end of the reporting period,

to recover or settle the carrying amount of its assets and

liabilities.

For the purposes of measuring deferred tax liabilities or

deferred tax assets for investment properties that are

measured using the fair value model, the carrying amounts of

such properties are presumed to be recovered entirely through

sale, unless the presumption is rebutted. The presumption is

rebutted when the investment property is depreciable and is

held within a business model whose objective is to consume

substantially all of the economic benefits embodied in the

investment property over time, rather than through sale. If the

presumption is rebutted, deferred tax liabilities and deferred

tax assets for such investment properties are measured in

accordance with the above general principles set out in IAS 12

(i.e. based on the expected manner as to how the properties

will be recovered).

Current and deferred tax are recognised in profit or loss,

except when it relates to items that are recognised in other

comprehensive income or directly in equity, in which case,

the current and deferred tax are also recognised in other

comprehensive income or directly in equity respectively.

– F-764 –

中國奧園地產集團股份有限公司　二零一七年年報 171

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

物業、廠房及設備物業、廠房及設備（包括用於生產或供應貨物或服務或行政目的而持有之租賃土地（分類為融資租賃）及樓宇）（下述在建物業除外）乃於綜合財務狀況表按成本減其後累計折舊及累計減值虧損（如有）列賬。

用作生產、供應或行政目的之建設中物業按成本減任何已確認減值虧損列賬。成本包括專業費用及（就合資格資產而言）根據本集團會計政策撥充資本的借貸成本。當該等物業竣工及準備用作擬定用途時，該等物業分類至物業、廠房及設備的適當類別。當資產準備用作擬定用途時，該等資產按與其他物業資產相同的基準開始折舊。

折舊乃以直線法在資產（在建物業除外）之估計可使用年期內撇銷其成本減其剩餘價值後確認。估計可使用年期、剩餘價值及折舊方法於報告期末檢討，以使任何估計變動之影響可按預期基準列賬。

物業、廠房及設備項目待出售後或當並無未來經濟利益預期自資產之持續使用中產生時終止確認。物業、廠房及設備出售或報廢產生之任何損益是指出售所得款項淨額與該資產賬面值之間的差額並於損益確認。

3. Significant Accounting Policies (continued)

Property, plant and equipmentProperty, plant and equipment including leasehold land

(classified as finance lease) and buildings held for use in the

production or supply of goods or services, or for administrative

purposes (other than properties under construction as

described below) are stated in the consolidated statement

of financial position at cost less subsequent accumulated

depreciation and accumulated impairment losses, if any.

Properties in the course of construction for production,

supply or administrative purposes are carried at cost, less

any recognised impairment loss. Costs include professional

fees and, for qualifying assets, borrowing costs capitalised in

accordance with the Group’s accounting policy. Such properties

are classified to the appropriate categories of property, plant

and equipment when completed and ready for intended use.

Depreciation of these assets, on the same basis as other

property assets, commences when the assets are ready for

their intended use.

Depreciation is recognised so as to write off the cost of

assets (other than properties under construction) less their

residual values over their estimated useful lives, using the

straight-line method. The estimated useful lives, residual values

and depreciation method are reviewed at each reporting period,

with the effect of any changes in estimate accounted for on a

prospective basis.

An item of property, plant and equipment is derecognised upon

disposal or when no future economic benefits are expected

to arise from the continued use of the asset. Any gain or loss

arising on the disposal or retirement of an item of property,

plant and equipment is determined as the difference between

the sales proceeds and the carrying amount of the asset and

is recognised in profit or loss.

– F-765 –

China Aoyuan Property Group Limited Annual Report 2017172

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

物業、廠房及設備（續）未來業主佔用用途的發展中樓宇

當樓宇在生產或用作行政目的之開發過程中，在建設期間撥備的預付租賃款項攤銷納入建設中樓宇成本的一部分。建設中樓宇按成本減任何已識別減值虧損列賬。樓宇可供使用時（即當他們處於能夠以管理層擬定的方式經營所必要的地點及條件時）開始樓宇折舊。

投資物業投資物業乃持有作產生租金收入及╱或資本增值之物業及╱或土地（包括就此目的之建設中物業）。

投資物業最初乃按成本（包括直接應佔開支）初步計量。於初次確認後，投資物業按彼等之公平值計量。因投資物業之公平值變動而產生之收益或虧損於變動產生期間計入損益。

在建投資物業產生之建築成本乃作為在建投資物業賬面值的一部分撥充資本。

當及僅當以旨在出售之開發開始為憑證之用途變更時，在建投資物業轉撥至可供銷售物業。物業後續會計處理之成本應為於變更當日之公平值。

投資物業於出售或於其被永久終止使用及預期於出售時再無日後經濟利益之時終止確認。終止確認物業所產生的任何損益（按出售所得款項淨額及資產的賬面值的差額計算）計入該物業終止確認期間的損益表。

3. Significant Accounting Policies (continued)

Property, plant and equipment (continued)Buildings under development for future owner occupied

purpose

When buildings are in the course of development for

production, or for administrative purposes, the amortisation

of prepaid lease payments provided during the construction

period is included as part of costs of buildings under

construction. Buildings under construction are carried at cost,

less any identified impairment losses. Depreciation of buildings

commences when they are available for use (i.e. when they are

in the location and condition necessary for them to be capable

of operating in the manner intended by management).

Investment propertiesInvestment properties are properties and/or land held to earn

rentals and/or for capital appreciation (including properties

under construction for such purpose).

Investment properties are initially measured at cost, including

directly attributable expenditure. Subsequent to initial

recognition, investment properties are measured at their fair

values. Gains or losses arising from changes in the fair value

of investment properties are included in profit or loss for the

period in which they arise.

Construction costs incurred for investment properties under

construction are capitalised as part of the carrying amount of

the investment properties under construction.

Investment properties under construction are transferred to

properties for sale when and only when there is a change in

use evidenced by the commencement of development with a

view to sale. The property’s cost for subsequent accounting

shall be its fair value at the date of change.

An investment property is derecognised upon disposal or

when the investment property is permanently withdrawn

from use and no future economic benefits are expected from

its disposals. Any gain or loss arising on derecognition of

the property (calculated as the difference between the net

disposal proceeds and the carrying amount of the asset) is

included in profit or loss in the period in which the property

is derecognised.

– F-766 –

中國奧園地產集團股份有限公司　二零一七年年報 173

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

業務合併中收購的無形資產

業務合併中收購的無形資產與商譽分開確認，初步按其於收購日的公平價值確認（視作其成本）。

初步確認後，業務合併中收購的具有特定使用年期的無形資產按成本減累計攤銷及任何累計減值虧損呈報。

無形資產乃於出售後或當預期使用或出售該資產不會產生未來經濟利益時終止確認。終止確認無形資產產生之收益或虧損（以該資產之出售所得款項淨額與賬面值之差額計算）將於終止確認該資產時在損益中確認。

有形資產及無形資產（商譽除外）的減值虧損（見上文有關商譽的會計政策）於報告期末，本集團均會審閱其具有特定使用年期的有形及無形資產的賬面值，以釐定有否任何跡象顯示該等資產已出現減值虧損。倘存在任何減值跡象，則會估相關計資產的可收回金額，以釐定減值虧損（如有）的程度。倘無法估計個別資產之可收回金額，則本集團會估計該資產所屬現金產生單位之可收回金額。倘可識別合理及一致之分配基準，則企業資產亦會分配至個別現金產生單位，或分配至可按合理及一致分配基準識別之最小組別現金產生單位。

3. Significant Accounting Policies (continued)

Intangible assets acquired in a business combinationIntangible assets acquired in a business combination are

recognised separately from goodwill and are initially recognised

at their fair value at the acquisition date (which is regarded as

their cost).

Subsequent to initial recognition, intangible assets acquired

in a business combination with finite useful lives are reported

at costs less accumulated amortisation and any accumulated

impairment losses.

An intangible asset is derecognised on disposal, or when no

future economic benefits are expected from use or disposal.

Gains and losses arising from derecognition of an intangible

asset, measured as the difference between the net disposal

proceeds and the carrying amount of the asset, are recognised

in profit or loss when the asset is derecognised.

Impairment on tangible assets and intangible assets other than goodwill (see accounting policy in respect of goodwill above)At the end of the reporting period, the Group reviews the

carrying amounts of its tangible and intangible assets with

finite useful lives to determine whether there is any indication

that those assets have suffered an impairment loss. If any

such indication exists, the recoverable amount of the relevant

asset is estimated in order to determine the extent of the

impairment loss, if any. When it is not possible to estimate

the recoverable amount of an asset individually, the Group

estimates the recoverable amount of the cash-generating unit

to which the asset belongs. When a reasonable and consistent

basis of allocation can be identified, corporate assets are also

allocated to individual cash-generating units, or otherwise they

are allocated to the smallest group of cash-generating units

for which a reasonable and consistent allocation basis can be

identified.

– F-767 –

China Aoyuan Property Group Limited Annual Report 2017174

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

有形資產及無形資產（商譽除外）的減值虧損（見上文有關商譽的會計政策）（續）

可收回金額為公平值減出售成本的餘額與使用價值兩者之較高者。在評估使用價值時，預計未來現金流量會採用稅前貼現率貼現為現值，該稅前貼現率應反映對貨幣時間價值的當前市場評價及該資產（或現金產生單位）特有的風險（未針對該風險調整估計未來現金流量）。

倘估計資產（或現金產生單位）之可收回金額少於其賬面值，資產（或現金產生單位）之賬面值下調至其可收回金額。於分配減值虧損時，首先分配減值虧損以調低任何商譽的賬面值（如適用），其後根據單位內各資產的賬面值按比例分配至其他資產。一項資產的賬面值不會調低至低於其公平值減出售成本（倘可計量）、使用價值（如可確定）及零（以較高者為準）。分配至資產的減值虧損數額則按單位的其他資產比例分配。減值虧損即時於損益確認。

倘減值虧損於其後撥回，則該項資產（或現金產生單位）之賬面值會增加至其經修訂之估計可收回金額，惟增加後之賬面值不得超出過往年度並無就該項資產（或現金產生單位）確認減值虧損時原應釐定之賬面值。減值虧損撥回即時於損益確認。

3. Significant Accounting Policies (continued)

Impairment on tangible assets and intangible assets other than goodwill (see accounting policy in respect of goodwill above) (continued)Recoverable amount is the higher of fair value less costs

of disposal and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present

value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific

to the asset (or a cash-generating unit) for which the estimates

of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating

unit) is estimated to be less than its carrying amount, the

carrying amount of the asset (or a cash-generating unit) is

reduced to its recoverable amount. In allocating the impairment

loss, the impairment loss is allocated first to reduce the

carrying amount of any goodwill (if applicable) and then to the

other assets on a pro-rata basis based on the carrying amount

of each asset in the unit. The carrying amount of an asset is

not reduced below the highest of its fair value less costs of

disposal (if measurable), its value in use (if determinable) and

zero. The amount of the impairment loss that would otherwise

have been allocated to the asset is allocated pro rata to the

other assets of the unit. An impairment loss is recognised

immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying

amount of the asset (or a cash-generating unit) is increased

to the revised estimate of its recoverable amount, but so that

the increased carrying amount does not exceed the carrying

amount that would have been determined had no impairment

loss been recognised for the asset (or a cash-generating unit)

in prior years. A reversal of an impairment loss is recognised

immediately in profit or loss.

– F-768 –

中國奧園地產集團股份有限公司　二零一七年年報 175

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

可供銷售物業可供銷售已竣工物業及在建物業按成本及可變現淨值（以較低者為準）列賬。成本包括土地成本、發展開支、根據本集團會計政策撥充資本的借款成本及其他應佔開支。

可變現淨值指可供銷售物業之估計售價減全部估計完成成本及所需之銷售費用。

存貨存貨指按成本及可變現淨值（以較低者為準）列賬之貿易商品。存貨成本按先入先出法釐定。可變現淨值指存貨之估計售價減全部估計完成成本及所需之銷售費用。

撥備倘本集團因過往事件而產生現有責任，而本集團可能須履行該責任及可對該責任金額作出可靠估計時確認撥備。撥備乃根據於報告期間結算日對償還現有責任所需代價之最佳估算計值，並計及該責任之風險及不確定因素。倘撥備乃按履行現有責任之估計現金流量計值，其賬面值則按有關現金流量之現值計值（倘貨幣時間值的影響重大）。

收購土地撥備為根據對物業所需開支的估計。本集團根據對進行所需工作之未來現金流量開支金額及時間之詳細計算方法，就通脹調高，再按反映貨幣時間值之現行市場評估及負債特定之貼現率貼現，致使撥備反映預期須履行責任開支之現值，從而估計該收購土地之負債。收購土地撥備於確定義務期間加至可供出售物業成本。

3. Significant Accounting Policies (continued)

Properties for saleCompleted properties and properties under development for

sale are stated at the lower of cost and net realisable value.

Cost includes the cost of land, development expenditure,

borrowing costs capitalised in accordance with the Group’s

accounting policy, and other attributable expenses.

Net realisable value represents the estimated selling price for

properties for sale less all estimated costs of completion and

costs necessary to make the sale.

InventoriesInventories represent trading merchandises are stated at the

lower of cost and net realisable value. Costs of inventories

are determined on a first-in-first-out basis. Net realisable value

represents the estimated selling price for inventories less all

estimated costs of completion and costs necessary to make

the sale.

ProvisionsProvisions are recognised when the Group has a present

obligation as a result of a past event, and it is probable

that the Group will be required to settle that obligation,

and a reliable estimate can be made of the amount of the

obligation. Provisions are measured at the best estimate of the

consideration required to settle the present obligation at the

end of the reporting period, taking into account the risks and

uncertainties surrounding the obligation. When a provision is

measured using the cash flows estimated to settle the present

obligation, its carrying amount is the present value of those

cash flows (where the effect of the time value of money is

material).

Provisions for land acquired are based on estimates of

required expenditure on the properties. The Group estimates

its liabilities for land acquired based upon detailed calculations

of the amount and timing of the future cash expenditure

to perform the required work, escalated for inflation, then

discounted at a discount rate that reflects current market

assessment of the time value of money and the risks specific

to the liability such that the amount of provision reflects the

present value of the expenditures expected to be required to

settle the obligation. Provisions for land acquired are added

to the cost of properties for sale in the period in which the

obligation is identified.

– F-769 –

China Aoyuan Property Group Limited Annual Report 2017176

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

金融工具金融資產及金融負債於集團實體成為工具合約條文之訂約方時確認。

金融資產及金融負債首先按公平值計量。因收購或發行金融資產及金融負債（透過損益以公平值列賬之金融資產及金融負債除外）而直接產生之交易成本於首次確認時計入金融資產或金融負債（如適用）之公平值或自其公平值扣除。就透過損益以公平值列賬之金融資產或金融負債而言，收購直接產生之交易成本即時於損益確認。

金融資產本集團的金融資產分類為(i)過損益以公平值列賬之金融資產，(ii)可供出售（「可供出售」）金融資產及(iii)貸款及應收款項。分類取決於金融資產的性質和宗旨，並在初始確認時確定。所有日常買賣之金融資產於交易日確認及終止確認。日常買賣指須根據市場規則或慣例訂立之時間內交收資產之金融資產買賣。

按公平值計入損益之金融資產當金融資產(i)持作買賣(ii)獲指定為按公平值計入損益或(iii)作為香港財務報告準則第3號適用之業務合併的一部分，收購方可能支付之或然代價時，該財務資產則被分類為按公平值計入損益之金融資產。

一項金融資產將分類為持作交易，倘：

‧ 收購該資產時主要的目的是為了近期銷售；或

‧ 於首次確認時為本集團共同管理的已識別金融工具組合的一部分，以及存在近期實際獲取短期收益之模式；或

‧ 屬於不被指定的、有效對沖工具的衍生工具。

3. Significant Accounting Policies (continued)

Financial instrumentsFinancial assets and financial liabilities are recognised when

a group entity becomes a party to the contractual provisions

of the instrument.

Financial assets and financial liabilities are initially measured at

fair value. Transaction costs that are directly attributable to the

acquisition or issue of financial assets and financial liabilities

(other than financial assets and financial liabilities at FVTPL) are

added to or deducted from the fair value of the financial assets

or financial liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the acquisition of

financial assets or financial liabilities at FVTPL are recognised

immediately in profit or loss.

Financial assets

The Group’s financial assets are classified into (i) financial asset

at FVTPL, (ii) available-for-sale (“AFS”) financial asset and (iii)

loans and receivables. The classification depends on the nature

and purpose of the financial assets and is determined at the

time of initial recognition. All regular way purchases or sales

of financial assets are recognised and derecognised on a trade

date basis. Regular way purchases or sales are purchases or

sales of financial assets that require delivery of assets within

the time frame established by regulation or convention in the

marketplace.

Financial asset at FVTPL

Financial asset is classified as at FVTPL when the financial

asset is (i) held for trading or (ii) it is designated as at FVTPL

or (iii) contingent consideration that may be received by an

acquirer as part of a business combination to which IFRS 3

applies.

A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling

in the near term; or

• on initial recognition it is a part of a portfolio of identified

financial instruments that the Group manages together

and has a recent actual pattern of short-term profit-taking;

or

• it is a derivative that is not designated and effective as a

hedging instrument.

– F-770 –

中國奧園地產集團股份有限公司　二零一七年年報 177

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

金融工具（續）金融資產（續）

按公平值計入損益之金融資產（續）除持作買賣之金融資產或作為業務合併的一部分，收購方可能支付之或然代價外，倘金融資產屬下列情況，則可能在首次確認時獲指定為按公平值計入損益：

‧ 有關指定能消除或大幅減少計量或確認所產生之不一致；或

‧ 根據本集團明文規定之風險管理或投資策略，該金融資產構成按公平值管理及予以評估其表現之一組財務資產或一組財務負債或兩者，並按該基準在公司內部提供有關如何分組之資料；或

‧ 其構成載有一種或以上嵌入式衍生工具之合約，而國際會計準則第39

號准許整份合併合約（資產或負債）獲指定為按公平值計入損益。

按公平值計入損益的金融資產按公平值列賬，而其重新計量所產生之收益或虧損計入損益。計入損益之收益或虧損淨額不包括該等金融資產所賺取的任何股息或利息且計入其他收入，收益及虧損項下。公平值按照附註45(c)所述方式釐定。

貸款及應收款項貸款及應收款項為在活躍市場上並無報價而具有固定或待定付款的非衍生金融資產。於初始確認後，貸款及應收款項（包括貿易及其他應收款、應收附屬公司之非控股股東款項、應收關連公司款項、應收合營企業款項、應收關聯公司款項、受限制銀行存款及銀行結餘及現金）採用實際利率法按攤銷成本減任何減值計量（參見下文有關金融資產減值的會計政策）。

3. Significant Accounting Policies (continued)

Financial instruments (continued)Financial assets (continued)

Financial asset at FVTPL (continued)

Financial asset other than financial asset held for trading or

contingent consideration that may be received by an acquirer

as part of a business combination may be designated as at

FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a

measurement or recognition inconsistency that would

otherwise arise; or

• the financial asset forms part of a group of financial

assets or financial liabilities or both, which is managed

and its performance is evaluated on a fair value basis,

in accordance with the Group’s documented risk

management or investment strategy, and information

about the grouping is provided internally on that basis; or

• it forms part of a contract containing one or more

embedded derivatives, and IAS 39 permits the entire

combined contract (asset or liability) to be designated as

at FVTPL.

Financial asset at FVTPL is stated at fair value, with any gain

or loss arising on remeasurement recognised in profit or

loss. The net gain or loss recognised in profit or loss includes

any dividend or interest earned on the financial asset and is

included in the other income, gains and losses line item. Fair

value is determined in the manner described in note 45(c).

Loans and receivables

Loans and receivables are non-derivative financial assets with

fixed or determinable payments that are not quoted in an active

market. Subsequent to initial recognition, loans and receivables

(including trade and other receivables, amounts due from

non-controlling shareholders of subsidiaries, amounts due from

related parties, amounts due from joint ventures, amounts due

from associates, restricted bank deposits and bank balances

and cash) are measured at amortised cost using the effective

interest method, less any impairment (see the accounting

policy in respect of impairment of financial assets below).

– F-771 –

China Aoyuan Property Group Limited Annual Report 2017178

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

金融工具（續）金融資產（續）

可供出售（「可供出售金融資產」）金融資產可供出售金融資產為指定或並無分類為(a)

貸款及應收款項，(b)持有至到期投資或(c)

透過損益以公平值列賬之金融資產之非衍生工具。

本集團持有分類為可供出售金融資產並於活躍市場交易之股票及債務證券於在各報告期末以公平值計量，公平值不能可靠計量的非上市股權投資除外。有關利息收入之可供出售債務工具賬面值變動乃採用實際利率法計算，並於損益確認。可供出售股本投資之股息在本集團收取股息的權利確立時於損益確認。可供出售金融資產賬面值之其他變動於其他全面收入內確認並於重估儲備中累計。倘投資被出售，或定為已出現減值，先前於重估儲備中累計的累計收益或虧損將重新分類為損益（參見下文有關金融資產減值虧損之會計政策）。

3. Significant Accounting Policies (continued)

Financial instruments (continued)Financial assets (continued)

Available-for-sale (“AFS”) financial asset

AFS financial asset is non-derivatives that is either designated

or not classified as (a) loans and receivables, (b) held-to-maturity

investment or (c) financial asset at FVTPL.

Equity and debt security held by the Group that are classified

as AFS financial asset and are traded in an active market are

measured at fair value at the end of each reporting period.

Changes in the carrying amount of AFS debt instrument

relating to interest income calculated using the effective

interest method is recognised in profit or loss. Dividend on

AFS equity investment is recognised in the profit or loss

when the Group’s right to receive the dividend is established.

Other change in the carrying amount of AFS financial asset is

recognised in other comprehensive income and accumulated

under the heading of revaluation reserve. When the investment

is disposed of or is determined to be impaired, the cumulative

gain or loss previously accumulated in the revaluation reserve

is reclassified to profit or loss (see the accounting policy in

respect of impairment loss of financial assets below).

– F-772 –

中國奧園地產集團股份有限公司　二零一七年年報 179

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

金融工具（續）金融資產（續）

可供出售（「可供出售金融資產」）金融資產（續）並無於活躍市場報價及公平值不能可靠計量之可供出售股本投資以及與該等未報價股本投資相掛鈎且須透過交付該等未報價股本投資之方式結算的衍生工具，於報告期末按成本減任何已識別的減值虧損計量（參見下文有關金融資產減值的會計政策）。

實際利率法實際利率法是一種計算債務工具的攤銷成本以及在相關期間分攤利息收入的方法。實際利率是在債務工具預計年期或較短期間（如適用）內，將其估計未來現金收入（包括所有構成實際利率不可缺少的一部分所支付或收取的費用、交易成本及其他溢價或折扣）準確貼現至於初步確認時的賬面值所使用的利率。

債務工具之利息收入以實際利率基準確認。

金融資產減值金融資產（透過損益按公平值計量之金融資產除外）需於報告期末評估是否具有減值跡象。倘有客觀證據顯示，有關投資的估計未來現金流量已因於初步確認金融資產後發生的一件或多件事件而受到影響，則會對金融資產作出減值。

就可供出售股本投資而言，該項投資的公平值大幅或長期下跌至低於其成本會被視為減值的客觀證據。

就所有其他金融資產而言，減值的客觀證據可包括：

3. Significant Accounting Policies (continued)

Financial instruments (continued)Financial assets (continued)

Available-for-sale (“AFS”) financial asset (continued)

AFS equity investment that does not have a quoted market

price in an active market and whose fair value cannot be

reliably measured and derivatives that are linked to and must

be settled by delivery of such unquoted equity investment,

it is measured at cost less any identified impairment loss at

the end of the reporting period (see the accounting policy in

respect of impairment of financial assets below).

Effective interest method

The effective interest method is a method of calculating the

amortised cost of a debt instrument and of allocating interest

income over the relevant period. The effective interest rate is

the rate that exactly discounts estimated future cash receipts

(including all fees paid or received that form an integral part

of the effective interest rate, transaction costs and other

premiums or discounts) through the expected life of the debt

instrument, or, where appropriate, a shorter period to the net

carrying amount on initial recognition.

Interest income is recognised by applying the effective interest

rate, except for short-term receivables where the recognition

of interest would be immaterial.

Impairment of financial assets

Financial assets other than those at FVTPL are assessed for

indicators of impairment at the end of the reporting period.

Financial assets are considered to be impaired where there

is objective evidence that, as a result of one or more events

that occurred after the initial recognition of the financial assets,

the estimated future cash flows of the investment have been

affected.

For AFS equity investment, a significant or prolonged decline

in the fair value of that investment below its cost is considered

to be objective evidence of impairment.

For all other financial assets, objective evidence of impairment

could include:

– F-773 –

China Aoyuan Property Group Limited Annual Report 2017180

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

金融工具（續）金融資產（續）

金融資產減值（續）• 發行人或對手方出現重大財務困

難；或

• 利率及本金支付款項違約或拖欠等違約情況；或

• 借方很可能破產或出現財務重組；或

• 由於財務困難該金融資產失去活躍市場。

就若干金融資產而言，若估計不會出現個別減值，則隨後將以共同基準評估減值。一籃子應收款項的客觀減值證據可能包括本集團過往收取付款的經歷、於一籃子應收款項過往信貸期內延遲支付的次數增加，以及與應收款違約相關之全國或地方經濟條件的可觀察變動。

對於按攤銷成本列賬的金融資產而言，減值虧損金額按資產賬面值與按金融資產原先實際利率折現估計未來現金流量現值之間的差額計算。

就按成本列賬的金融資產而言，減值虧損金額乃按資產賬面值與按一項類似金融資產的現時市場回報率折現的估計未來現金流量現值的差額計量。有關減值虧損將不會於隨後期間撥回。

3. Significant Accounting Policies (continued)

Financial instruments (continued)Financial assets (continued)

Impairment of financial assets (continued)

• significant financial difficulties of the issuer or

counterparty; or

• breach of contract, such as default or delinquency in

interest and principal payments; or

• it becoming probable that the borrower will enter

bankruptcy or financial re-organisation; or

• the disappearance of an active market for that financial

asset because of financial difficulties.

For certain of financial assets, such as trade receivables, that

are assessed not to be impaired individually are, in addition,

assessed for impairment on a collective basis. Objective

evidence of impairment for a portfolio of receivables could

include the Group’s past experience of collecting payments,

an increase in the number of delayed payments in the portfolio

past the credit period, as well as observable changes in

national or local economic conditions that correlate with default

on receivables.

For financial assets carried at amortised cost, the amount of

the impairment loss recognised is the difference between the

asset’s carrying amount and the present value of estimated

future cash flows discounted at the financial asset’s original

effective interest rate.

For financial assets carried at cost, the amount of the

impairment loss is measured as the difference between the

asset’s carrying amount and the present value of the estimated

future cash flows discounted at the current market rate of

return for a similar financial asset. Such impairment loss will

not be reversed in subsequent periods.

– F-774 –

中國奧園地產集團股份有限公司　二零一七年年報 181

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

金融工具（續）金融資產（續）

金融資產減值（續）對於所有金融資產，其賬面值均由減值虧損直接抵減，惟貿易應收款賬面值則透過備抵賬目抵減。備抵賬目賬面值變動於損益中確認。若一項貿易應收款被視為無法收取，則於備抵賬目中撇銷。若此前撇銷之金額隨後撥回，則於備抵賬目中撇銷。

當可供出售金融資產被視為已減值，先前於其他全面收入確認的累計損益於期內重新分類至損益。有關減值虧損將不會於隨後期間撥回。

就按攤銷成本列賬的金融資產而言，倘於隨後期間，減值虧損金額下跌，而有關下跌客觀地與確認減值虧損之後發生的事件有關，則過往確認的減值虧損會透過損益表撥回，而於減值日期撥回的資產賬面值不得超過倘未有確認減值時的攤銷成本。

金融負債及股本工具

集團實體所發行的債務及股本工具根據所訂立的合約安排的具體內容及金融負債與股本工具的定義進行分類為金融負債或為股本。

股本工具股本工具是證明在扣除所有負債後於實體資產之剩餘權益的任何合約。本集團發行的股本工具按已收款項扣除直接發行成本而確認。

3. Significant Accounting Policies (continued)

Financial instruments (continued)Financial assets (continued)

Impairment of financial assets (continued)

The carrying amount of the financial asset is reduced by

the impairment loss directly for all financial assets with the

exception of trade receivables, where the carrying amount is

reduced through the use of an allowance account. Changes in

the carrying amount of the allowance account are recognised

in profit or loss. When a trade receivable is considered

uncollectible, it is written off against the allowance account.

Subsequent recoveries of amounts previously written off are

credited against the allowance account.

When an AFS financial asset is considered to be impaired,

cumulative gains and losses previously recognised in other

comprehensive income are reclassified to profit or loss in

the period. Such impairment loss will not be reversed in

subsequent periods.

For financial assets measured at amortised cost, if, in a

subsequent period, the amount of impairment loss decreases

and the decrease can be related objectively to an event

occurring after the impairment loss was recognised, the

previously recognised impairment loss is reversed through

profit or loss to the extent that the carrying amount of the

asset at the date the impairment is reversed does not exceed

what the amortised cost would have been had the impairment

not been recognised.

Financial liabilities and equity instruments

Debt and equity instruments issued by a group entity are

classified as either financial liabilities or as equity in accordance

with the substance of the contractual arrangements entered

into and the definitions of a financial liability and an equity

instrument.

Equity instruments

An equity instrument is any contract that evidences a residual

interest in the assets of an entity after deducting all of

its liabilities. Equity instruments issued by the Group are

recognised at the proceeds received, net of direct issue costs.

– F-775 –

China Aoyuan Property Group Limited Annual Report 2017182

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

金融工具（續）金融負債及股本工具（續）

股本工具（續）購回本公司自身的股本工具在權益中確認並直接扣除。購買、出售、發行或註銷本公司自身的股本工具時不得確認收益或虧損。

實際利率法實際利率法是一種在相關期間計算金融負債的攤銷成本以及分攤利息開支的方法。實際利率是在金融負債預計年期或較短期間（如適用）內，將估計未來現金支付款項（包括構成實際利率組成部分的所付或所收到的所有費用及點子、交易成本及其他溢價或折讓）準確貼現至於初步確認時的賬面值所使用的利率。利息開支以實際利率基準確認。

按攤銷成本列賬的金融負債金融負債（包括銀行及其他借款、貿易及其他應付款、應付附屬公司非控股股東款項、應付合營企業款項、應付一間聯營公司款項、來自附屬公司非控股股東的貸款及優先票據及債券）隨後使用實際利率法按攤銷成本計量。

衍生金融工具衍生工具於訂立衍生合約當日初步按公平值確認，其後於報告期末按公平值重新計量。因此產生的收益或虧損即時於損益確認，除非衍生工具指定為及有效用作對沖工具，在此情況下，於損益確認的時間視乎對沖關係的性質而定。

3. Significant Accounting Policies (continued)

Financial instruments (continued)Financial liabilities and equity instruments (continued)

Equity instruments (continued)

Repurchase of the Company’s own equity instruments is

recognised and deducted directly in the equity. No gain or loss

is recognised in profit or loss on the purchase, sale, issue or

cancellation of the Company’s own equity instruments.

Effective interest method

The effective interest method is a method of calculating the

amortised cost of a financial liability and of allocating interest

expense over the relevant period. The effective interest rate is

the rate that exactly discounts estimated future cash payments

(including all fees and points paid or received that form an

integral part of the effective interest rate, transaction costs and

other premiums or discounts) through the expected life of the

financial liability, or, where appropriate, a shorter period, to the

net carrying amount on initial recognition. Interest expense is

recognised on an effective interest basis.

Financial liabilities at amortised cost

Financial liabilities (including bank and other borrowings,

trade and other payables, amounts due to non-controlling

shareholders of subsidiaries, amounts due to joint ventures,

amount due to an associate, loans from non-controlling

shareholders of subsidiaries and senior notes and bonds) are

subsequently measured at amortised cost using the effective

interest method.

Derivative financial instruments

Derivatives are initially recognised at fair value at the date when

derivative contracts are entered into and are subsequently

remeasured to their fair value at the end of the reporting

period. The resulting gain or loss is recognised in profit or loss

immediately unless the derivative is designated and effective

as a hedging instrument, in which event the timing of the

recognition in profit or loss depends on the nature of the hedge

relationship.

– F-776 –

中國奧園地產集團股份有限公司　二零一七年年報 183

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

金融工具（續）金融負債及股本工具（續）

嵌入式衍生工具當嵌入式衍生工具符合衍生工具之定義，其風險及特質與主體合約並非緊密關連，同時主體合約並非按公平值透過損益計量時，非衍生主體合約之嵌入式衍生工具被視為獨立的衍生工具。一般而言，單一工具中的多個嵌入式衍生工具被視為單一複合嵌入式衍生工具，除非該等衍生工具面臨不同風險及未能隨時分開，且彼等各自獨立。

財務擔保合約財務擔保合約乃規定發行人在由於某債務人未能按照某債務工具的條款在到期時付款而出現虧損時向持有人作出具體償付的合約。

本集團發行並非指定為透過損益以公平值列賬的財務擔保合約初步按公平值確認。於初步確認後，本集團以下列較高者計量財務擔保合約：

(i) 根據合約所須承擔的責任涉及的金額，有關金額根據國際會計準則第37號撥備、或然負債及或然資產釐定；及

(ii) 初步確認的金額減去於擔保期確認的累計攤銷（如適用）。

3. Significant Accounting Policies (continued)

Financial instruments (continued)Financial liabilities and equity instruments (continued)

Embedded derivatives

Derivatives embedded in non-derivative host contracts are

treated as separate derivatives when they meet the definition

of a derivative, their risks and characteristics are not closely

related to those of the host contracts and the host contracts

are not measured at FVTPL. Generally, multiple embedded

derivatives in a single instrument are treated as a single

compound embedded derivative unless those derivatives

relate to different risk exposures and are readily separable and

independent of each other.

Financial guarantee contracts

A financial guarantee contract is a contract that requires the

issuer to make specified payments to reimburse the holder

for a loss it incurs because a specified debtor fails to make

payment when due in accordance with the terms of a debt

instrument.

A financial guarantee contract issued by the Group and not

designated at FVTPL is recognised initially at fair value.

Subsequent to initial recognition, the Group measures the

financial guarantee contract at the higher of:

(i) the amount of the obligation under the contract, as

determined in accordance with IAS 37 Provisions,

Contingent Liabilities and Contingent Assets; and

(ii) the amount initially recognised less, when appropriate,

cumulative amortisation recognised over the guarantee

period.

– F-777 –

China Aoyuan Property Group Limited Annual Report 2017184

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

3. 主要會計政策（續）

金融工具（續）解除確認

本集團只有在當資產現金流量的合約權利屆滿或予另一實體轉讓金融資產及絕大部分風險及回報時才解除確認金融資產。如果本集團既不是轉讓也不是保留絕大部分風險及回報並繼續控制被轉讓資產，則本集團繼續確認該資產並以其持續涉及者為限及確認相關負債。如果本集團保留被轉讓金融資產絕大部分風險及回報，則本集團繼續確認該金融資產及確認已收所得款項之抵押借貸。

於全面解除確認金融資產時，該項資產賬面值與已收及應收代價及於其他全面收入確認的累計損益總數間的差額會於損益中確認。

本集團僅於本集團責任獲解除、註銷或屆滿時，解除確認金融負債。獲解除確認的金融負債的賬面值與已付或應付代價間的差額於損益中確認。

4. 關鍵會計判斷及估計不明朗因素的主要來源採用附註3所述本集團之會計政策時，本公司執行董事須就難以自其他來源確定之資產及負債之賬面值作判斷、估計及假設。該等估計及有關假設乃根據過往經驗及其他視為相關之因素而作出。實際結果與該等估計或有差異。

各項估計及相關假設會持續檢討。倘會計估計之修訂僅影響修訂該估計之期間，有關修訂則會在該期間確認；倘修訂對當前及未來期間均有影響，則在作出修訂期間及未來期間確認。

3. Significant Accounting Policies (continued)

Financial instruments (continued)Derecognition

The Group derecognises a financial asset only when the

contractual rights to the cash flows from the asset expire, or

when it transfers the financial asset and substantially all the

risks and rewards of ownership of the asset to another entity.

If the Group neither transfers nor retains substantially all the

risks and rewards of ownership and continues to control the

transferred asset, the Group continues to recognise the asset

to the extent of its continuing involvement and recognises an

associated liability. If the Group retains substantially all the

risks and rewards of ownership of a transferred financial asset,

the Group continues to recognise the financial asset and also

recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the

difference between the asset’s carrying amount and the sum of

the consideration received and receivable and the cumulative

gain or loss that had been recognised in other comprehensive

income is recognised in profit or loss.

The Group derecognises financial liabilities when, and only

when, the Group’s obligations are discharged, cancelled or

expire. The difference between the carrying amount of the

financial liability derecognised and the consideration paid and

payable is recognised in profit or loss.

4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty

In the application of the Group’s accounting policies, which are

described in note 3, the executive directors of the Company

are required to make judgements, estimates and assumptions

about the carrying amounts of assets and liabilities that are

not readily apparent from other sources. The estimates and

associated assumptions are based on historical experience and

other factors that are considered to be relevant. Actual results

may differ from these estimates.

The estimates and underlying assumptions are reviewed on

an on-going basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised if

the revision affects only that period, or in the period of the

revision and future periods if the revision affects both current

and future periods.

– F-778 –

中國奧園地產集團股份有限公司　二零一七年年報 185

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

應用會計政策之關鍵判斷

除與估計（見下文）有關外，以下為執行董事於應用本集團之會計政策之過程中，已作出對綜合財務報表已確認之金額有重大影響之關鍵判斷。

對株洲奧園及株洲金業之共同控制權

附註19闡述，雖然本集團於株洲奧園及株洲金業中分別擁有85.71%（二零一六年：85.71%）及78.49%（二零一六年：78.49%）之股權，株洲奧園及株洲金業入賬列作本集團合營企業。考慮到有關株洲奧園及株洲金業的相關業務之決策須取得本集團及其他合營企業合夥人的一致同意，本集團對株洲奧園及株洲金業擁有共同控制

投資物業之遞延稅項

就計量採用公平值模式計量之投資物業所產生之遞延稅項而言，本公司執行董事已對本集團的投資物業組合進行檢討並總結本集團的投資物業概不屬於以消耗投資物業所產生之大部分經濟收益的模式（而非透過銷售）持有。因此，於釐定投資物業之遞延稅項時，董事已釐定，有關採用公平值模式計量的投資物業的賬面值可透過銷售悉數收回之假設並未被駁回。因此，本集團已就所有投資物業公平值變動確認企業所得稅及土地增值稅之遞延稅項。

4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty (continued)

Critical judgements in applying accounting policiesThe following are the critical judgements, apart from those

involving estimations (see below), that the executive directors

have made in the process of applying the Group’s accounting

policies and that have the most significant effect on the

amounts recognised in the consolidated financial statements.

Joint control over Zhuzhou Aoyuan and Zhuzhou Jinye

Note 19 describes that Zhuzhou Aoyuan and Zhuzhou Jinye

is accounted for joint ventures of the Group although the

Group owns 85.71% (2016: 85.71%) and 78.49% (2016:

78.49%) equity interests in Zhuzhou Aoyuan and Zhuzhou

Jinye, respectively. Taking into account that the decisions that

relate to the relevant activities of Zhuzhou Aoyuan and Zhuzhou

Jinye require unanimous consent from both the Group and the

other joint ventures partners, the Group has joint control over

Zhuzhou Aoyuan and Zhuzhou Jinye.

Deferred taxation on investment properties

For the purposes of measuring deferred taxes arising from

investment properties that are measured using the fair value

model, the executive directors of the Company have reviewed

the Group’s investment property portfolios and concluded

that the Group’s investment properties are not held under a

business model whose objective is to consume substantially

all of the economic benefits embodied in the investment

properties over time, rather than though sale. Therefore, in

determining the Group’s deferred taxation on investment

properties, the executive directors have determined that

the presumption that the carrying amounts of investment

properties measured using the fair value model are recovered

entirely through sale is not rebutted. As a result, the Group has

recognised deferred taxes of both enterprise income tax and

land appreciation tax on changes in fair value of all investment

properties.

– F-779 –

China Aoyuan Property Group Limited Annual Report 2017186

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源以下是於報告期末有關未來的主要假設及估計不明朗因素的其他主要來源，有關假設及來源具有導致資產及負債的賬面值於下一財政年度內作出大幅調整的重大風險。

釐定可供銷售在建物業及可供銷售已竣工物業的可變現淨值

可供銷售在建物業及可供銷售已竣工物業乃按成本或可變現淨值（以較低者為準）入賬。於各發展階段中的各單位成本乃使用加權平均成本法釐定。可變現淨值乃以估計售價（當中已考慮多項因素，包括同一項目類似物業或類似物業近期價格以及中國、澳洲及加拿大當前及預測的房地產市況）減完成開發的估計費用、估計銷售開支及估計銷售相關稅項計算，並根據最可靠的資料作出估計。倘物業市場狀況發生任何改變導致估計售價下降，或會就可供銷售在建物業及可供銷售已竣工物業作出撇減。

於二零一七年十二月三十一日，中國、澳洲及加拿大可供銷售在建物業及可供銷售已竣工物業的賬面值為約人民幣77,069,025,000元（扣除撇減人民幣13,433,000元）（二零一六年：賬面值人民幣43,486,574,000元（扣除撇減人民幣13,433,000元））。

4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertaintyThe following are the key assumptions concerning the future,

and other key sources of estimation uncertainty at the end

of the reporting period, that have a significant risk of causing

a material adjustment to the carrying amounts of assets and

liabilities within the next financial year.

Determination of net realisable value of properties under

development for sale and completed properties for sale

Properties under development for sale and completed

properties for sale are stated at the lower of the cost and

net realisable value. Cost of each unit in each phase of

development is determined using the weighted average cost

method. The net realisable value is the estimated selling price

(which has taken into account a number of factors including

recent prices achieved for similar property types in the

same project or by similar properties, and the prevailing and

forecasted real estate market conditions in the PRC, Australia

and Canada) less estimated costs to completion, estimated

selling expenses and estimated sales-related taxes, which are

estimated based on best available information. Where there

is any decrease in the estimated selling price arising from

any changes to the property market conditions, there may be

written down on the properties under development for sale

and completed properties for sale.

As at 31 December 2017, the carrying amount of properties

under development and completed properties for sale

amounted to approximately RMB77,069,025,000, net of

write-down of RMB13,433,000 (2016: carrying amount of

RMB43,486,574,000, net of write-down of RMB13,433,000)

in the PRC, Australia and Canada.

– F-780 –

中國奧園地產集團股份有限公司　二零一七年年報 187

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

酒店資產（包括物業、廠房及設備）減值

物業、廠房及設備之賬面值，在發生若幹事件或情況變化，顯示賬面值可能無法收回時，根據國際會計準則第36號按年進行減值審核及調整。資產之可收回金額為公平值減出售成本的餘額與使用價值兩者之較高者。於評估公平值減出售成本時，就評估土地部分及酒店建築物結構分別使用市場法及折舊重置成本法的組合，並計及空置及出售酒店物業成本的折讓。有關計算物業、廠房及設備之可收回金額詳情於附註14中披露。

土地增值稅（「土地增值稅」）

本集團須繳納中國之土地增值稅。土地增值稅於物業預售予買家時已預付，而土地增值稅則於物業交付予買家及收益獲確認時已作撥備。所使用比率的適當性乃根據土地價值增幅釐定。然而，中國各個城市的不同徵稅區的稅項徵收及支付有所差異，而本集團的若干項目尚未與中國的地方稅務部門最終確定土地增值稅之計算及支付。因此，於釐定土地增值金額及其相關所得稅撥備時須作出重大判斷。土地增值稅金額乃經參考銷售所得款項減估計扣稅開支（包括土地使用權成本及所有物業發展開支）後釐定。本集團基於管理層之最佳估計確認土地增值稅。最終的稅項結果或會不同於初始列賬之金額，而該等差異將影響與地方稅務部門確定該等稅項之期間內之所得稅開支及有關所得稅撥備。

4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)Impairment of hotel assets included in property, plant and

equipment

The carrying amounts of property, plant and equipment are

reviewed annually and adjusted for impairment in accordance

with IAS 36 whenever certain events or changes in circumstances

indicate that the carrying amount may not be recoverable. The

recoverable amount of the assets is the higher of fair value less

costs to sell and value in use. In assessing fair value less costs

to sell, a combination of the market approach and depreciated

replacement cost approach was adopted in assessing the land

portion and the buildings structures of the hotel, respectively,

taking into account of discount for vacancy and cost to sell the

hotel property. Details of the recoverable amount calculation for

property, plant and equipment are disclosed in note 14.

Land appreciation tax (“LAT”)

The Group is subject to LAT in the PRC. LAT is prepaid

when properties are pre-sold to the buyers and is provided

when properties are delivered to the buyers and revenue is

recognised. The appropriateness of the rates used, which are

determined by the appreciation of land value. However, the

implementation and settlement of the tax varies amongst

different tax jurisdictions in various cities of the PRC and

certain projects of the Group have not finalised their LAT

calculations and payments with local tax authorities in the PRC.

Accordingly, significant judgment is required in determining

the amount of land appreciation and its related income tax

provisions. The amount of the land appreciation is determined

with reference to proceeds of the sales of properties less

the estimated deductible expenditures, including the cost of

land use rights and all property development expenditures.

The Group recognised the LAT based on management’s best

estimates. The final tax outcome could be different from the

amounts that were initially recorded, and these differences

will impact the income tax expense and the related income

tax provisions in the periods in which such tax is finalised with

local tax authorities.

– F-781 –

China Aoyuan Property Group Limited Annual Report 2017188

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

所得稅

於二零一七年十二月三十一日，有關若干經營附屬公司的未動用稅項虧損人民幣266,451,000元（二零一六年：人民幣200,396,000元）的遞延稅項資產已於本集團綜合財務狀況表內確認。由於未來溢利來源的不可預測性，並無就稅項虧損人民幣869,621,000元（二零一六年：人民幣578,733,000元）確認遞延稅項資產。遞延稅項資產的變現能力主要取決於未來是否有足夠的未來溢利或應課稅臨時差額。如產生的實際應課稅溢利低於或高於預期，或因素及情況變化，導致修訂有關未來應課稅溢利的估計，則可能產生遞延稅項資產的重大撥回或進一步確認遞延稅項資產。

公平值計量及估值過程

本集團的投資物業乃按公平值計量以用於財務申報目的。本公司執行董事已成立以本公司財務總監為首的物業估值團隊，以就公平值計量釐定適用估值技術及輸入數據。

估計投資物業的公平值時，本集團使用可用市場可觀察數據。倘第一級之輸入數據不可用，本集團會委聘合資格外聘估值師進行估值。估值團隊會與合資格外聘估值師緊密合作，制訂合適之估值技術及模式輸入數據。為說明資產公平值波動的原因，財務總監每半年向本公司執行董事呈報估值團隊的調查結果。

4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)Income taxes

As at 31 December 2017, a deferred tax asset of

RMB266,451,000 (2016: RMB200,396,000) in relation to

unused tax losses for certain operating subsidiaries has been

recognised in the Group’s consolidated statement of financial

position. No deferred tax asset has been recognised on the

tax losses of RMB869,621,000 (2016: RMB578,733,000) due

to the unpredictability of future profit streams. The realisability

of the deferred tax asset mainly depends on whether sufficient

future profits or taxable temporary differences will be available

in the future. In cases where the actual future taxable profits

generated are less or more than expected, or change in facts

and circumstances which result in revision of future taxable

profits estimation, a material reversal of deferred tax assets

may arise, which would be recognised in profit or loss for the

period in which such a reversal or further recognition takes

place.

Fair value measurements and valuation processes

The investment properties of the Group are measured at fair

value for financial reporting purposes. The executive directors

of the Company has set up a property valuation team, which

is headed up by the Chief Financial Officer of the Company, to

determine the appropriate valuation techniques and inputs for

fair value measurements.

In estimating the fair value of an investment property,

the Group uses market-observable data to the extent it is

available. Where Level 1 inputs are not available, the Group

engages qualified external valuers to perform the valuation.

The valuation team works closely with the qualified external

valuers to establish the appropriate valuation techniques and

inputs to the model. The Chief Financial Officer reports the

valuation team’s findings to the executive directors of the

Company half a year to explain the cause of fluctuations in the

fair value of the assets.

– F-782 –

中國奧園地產集團股份有限公司　二零一七年年報 189

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

4. 關鍵會計判斷及估計不明朗因素的主要來源（續）

估計不明朗因素的主要來源（續）

公平值計量及估值過程（續）

本集團採用包括並非以可觀察市場數據為依據的輸入數據在內的估值技巧估計投資物業的公平值。附註16提供有關釐定投資物業公平值所用的估值技巧、輸入數據及關鍵假設的詳盡資料。

收購土地撥備

收購土地撥備乃由執行董事根據其最佳估計釐定。執行董事根據物業開發之未來現金流量開支金額及時間之詳細計算方法，就通賬調高，再按反映貨幣時間值之現行市場評估及負債特定風險之貼現率貼現，致使撥備反映預期須履行責任開支之現值，從而估計該收購土地之負債。然而，由於未來建築成本的變動，估計相關成本可能會發生變化。撥備會定期檢討，以適當反映現有及過往物業開發所產生責任之現值。年內收購土地撥備變動載列於附註41。

4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty (continued)

Key sources of estimation uncertainty (continued)Fair value measurements and valuation processes

(continued)

The Group uses valuation techniques that include inputs that

are not based on observable market data to estimate the fair

value of investment properties. Note 16 provides detailed

information about the valuation techniques, inputs and key

assumptions used in the determination of the fair value of

investment properties.

Provision for land acquired

The provision for land acquired has been determined by

the executive directors based on their best estimates. The

executive directors of the Company estimated this liability for

land acquired based upon detailed calculations of the amount

and timing of future cash flows spending on the properties

development, escalated for inflation, then discounted at a

discount rate that reflects current market assessments of

the time value of money and the risks specific to the liability,

such that the provision reflects the present value of the costs

expected to be required to settle the obligation. However, the

estimate of the associated costs may be subject to change due

to the change of the construction cost in the future. Thus the

provision is reviewed regularly such that it properly reflects the

present value of the obligation arising from the development of

the current and past properties. The movement of provisions

for land acquired during the year is set out in note 41.

– F-783 –

China Aoyuan Property Group Limited Annual Report 2017190

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

5. 營業額本集團主要於中國從事物業發展及物業投資業務。本集團於年內的營業額分析如下：

6. 分部資料為分配資源及評估業績而已向本集團行政總裁（主要營運決策者）定期報告的資料專注於業務類型。本集團根據國際財務報告準則第8號的可報告及營運分部如下：

物業發展 － 發展及銷售物業物業投資 － 租賃投資物業其他 － 經營酒店、提供物業

管理服務及銷售貨物

5. Revenue

The Group is principally engaged in property development and

property investment in the PRC. An analysis of the Group’s

revenue for the year is as follows:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Sale of properties 銷售物業 17,960,391 11,239,878

Rental income 租金收入 119,032 73,013

Hotel, property management services

income and sale of goods

酒店、物業管理服務收入 及銷售貨物 1,035,832 514,377

19,115,255 11,827,268

6. Segment Information

Information regularly reported to the Group’s chief executive

officer (the chief operating decision maker) for the purposes of

resource allocation and assessment of performance focuses

on the type of operation. The Group’s reportable and operating

segments under IFRS 8 are as follows:

Property development – development and sale of

properties

Property investment – lease of investment properties

Others – hotel operation, provision of

property management services

and sale of goods

– F-784 –

中國奧園地產集團股份有限公司　二零一七年年報 191

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

6. 分部資料（續）在達成本集團可呈報分部時並無合併經營分部。以下是本集團按可報告及營運分部劃分的營業額及業績分析：

6. Segment Information (continued)

No operating segments have been aggregated in arriving at

the reportable segments of the Group. The following is an

analysis of the Group’s revenue and results by reportable and

operating segments:

Year ended 31 December 2017

截至二零一七年十二月三十一日止年度Property

development

Property

investment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

External segment revenue 外在分部營業額 17,960,391 119,032 1,035,832 19,115,255

Segment profit 分部溢利 3,117,062 325,864 384,784 3,827,710

Other income, gains and losses 其他收入、收益及虧損 291,823

Loss on disposal of subsidiaries 出售附屬公司虧損 (4,201)

Unallocated corporate expenses 未分配企業開支 (105,494)

Share of results of joint ventures 應佔合營企業業績 (116,390)

Share of results of associates 應佔聯營公司業績 3

Finance costs 融資成本 (267,859)

Profit before tax 除稅前溢利 3,625,592

Year ended 31 December 2016

截至二零一六年十二月三十一日止年度Property

development

Property

investment Others Total

物業發展 物業投資 其他 總計RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元

External segment revenue 外在分部營業額 11,239,878 73,013 514,377 11,827,268

Segment profit (loss) 分部溢利（虧損） 2,303,043 354,999 (71,295) 2,586,747

Other income, gains and losses 其他收入、收益及虧損 (230,817)

Gain on disposal of a subsidiary 出售一間附屬公司收益 385

Unallocated corporate expenses 未分配企業開支 (81,770)

Share of results of joint ventures 應佔合營企業業績 (32,137)

Finance costs 融資成本 (157,419)

Profit before tax 除稅前溢利 2,084,989

– F-785 –

China Aoyuan Property Group Limited Annual Report 2017192

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

6. 分部資料（續）可報告及營運分部的會計政策與附註3所述本集團的會計政策相同。分部業績指各分部所產生溢利或虧損，並未分配中央行政成本（包括董事薪金、總部經營開支、其他收入、收益及虧損、融資成本、應佔聯營公司及合營企業業績及出售附屬公司（虧損）收益）。此乃為作出資源分配及業績評估而向本集團行政總裁報告的方式。

以下是本集團按可報告及營運分部劃分的資產及負債分析：

分部資產

6. Segment Information (continued)

The accounting policies of the reportable and operating

segments are the same as the Group’s accounting policies

described in note 3. Segment results represent the profit

generated or loss incurred by each segment without allocation

of central administration costs including directors’ salaries,

head office operating expenses, other income, gains and

losses, finance costs, share of results of associates and joint

ventures and (loss) gain on disposal of subsidiaries. This is the

measure reported to the Group’s chief executive officer for the

purposes of resource allocation and performance assessment.

The following is an analysis of the Group’s assets and liabilities

by reportable and operating segments:

Segment assets

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Property development 物業發展 89,105,766 47,750,943

Property investment 物業投資 6,399,989 5,459,173

Others 其他 699,561 419,596

Total segment assets 分部資產總值 96,205,316 53,629,712

Unallocated assets: 未分配資產： Interests in joint ventures 於合營企業的權益 43,749 163,790

Interests in associates 於聯營公司的權益 170,003 –

AFS investment 可供出售投資 – 9,707

Deferred tax assets 遞延稅項資產 305,272 183,279

Amounts due from joint ventures 應收合營企業款項 1,020,875 538,359

Amounts due from associates 應收聯營公司款項 73,525 –

Tax recoverable 可收回稅金 1,040,960 616,404

Financial asset designated

as at FVTPL

按公平值計入損益 的金融資產 200,000 –

Derivative financial instruments 衍生金融工具 4,377 142,402

Restricted bank deposits 受限制銀行存款 1,770,880 485,578

Bank balances and cash 銀行結餘及現金 24,769,183 10,470,878

Others 其他 201,721 178,304

Consolidated assets 綜合資產 125,805,861 66,418,413

– F-786 –

中國奧園地產集團股份有限公司　二零一七年年報 193

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

6. 分部資料（續）分部負債

就監察分部業績及在分部間分配資源而言：

• 所有資產將獲分配至可報告及營運分部，惟並非屬各分部應佔的於聯營公司及合營企業的權益、可供出售投資、按公平值計量之金融資產、遞延稅項資產、應收合營企業及聯營公司款項、可收回稅金、衍生金融工具、受限制銀行存款、銀行結餘及現金以及其他資產除外。

• 所有負債將獲分配至可報告及營運分部，惟並非屬各分部應佔的應付合營企業及一間聯營公司款項、稅項負債、銀行及其他借款、優先票據及債券及遞延稅項負債除外。

6. Segment Information (continued)

Segment liabilities

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Property development 物業發展 53,868,630 29,754,635

Property investment 物業投資 53,873 73,383

Others 其他 296,847 270,587

Total segment liabilities 分部負債總額 54,219,350 30,098,605

Unallocated liabilities: 未分配負債： Bank and other borrowings 銀行及其他借款 27,794,316 6,792,782

Senior notes and bonds 優先票據及債券 12,575,445 11,587,669

Amounts due to joint ventures 應付合營企業款項 227,332 132,819

Amount due to an associate 應付一間聯營公司款項 20 –

Tax liabilities 稅項負債 3,171,912 2,592,685

Deferred tax liabilities 遞延稅項負債 691,196 582,560

Consolidated liabilities 綜合負債 98,679,571 51,787,120

For the purposes monitoring segment performances and

allocating resources among segments:

• all assets are allocated to reportable and operating

segments other than interests in associates and joint

ventures, AFS investment, financial asset designated

as at FVTPL, deferred tax assets, amounts due from

joint ventures and associates, tax recoverable, derivative

financial instruments, restricted bank deposits, bank

balances and cash and other assets not attributable to

respective segment.

• all liabilities are allocated to reportable and operating

segments other than amounts due to joint ventures and

an associate, tax liabilities, bank and other borrowings,

senior notes and bonds and deferred tax liabilities not

attributable to respective segment.

– F-787 –

China Aoyuan Property Group Limited Annual Report 2017194

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

6. 分部資料（續）

其他分部資料

6. Segment Information (continued)

Other segment information

Year ended 31 December 2017

截至二零一七年十二月三十一日止年度Property

development

Property

investment Others Unallocated Total

物業發展 物業投資 其他 未分配 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts included in the measure

of segment profit or loss or

segment assets:

已於計量分部溢利或虧損 或分部資產時計入的金額：

Additions of property,

plant and equipment

物業、廠房及設備添置43,966 – 50,495 29,931 124,392

Additions of investment properties 投資物業添置 – 647,993 – – 647,993

Depreciation of property,

plant and equipment

物業、廠房及設備折舊26,736 – 21,492 5,100 53,328

Amortisation of intangible assets 無形資產攤銷 – – 656 – 656

Release of prepaid lease payments 預付租賃付款撥回 – – 478 – 478

Loss on disposal of property,

plant and equipment

出售物業、廠房及設備虧損3,246 – 913 – 4,159

Change in fair value of investment

properties

投資物業公平值變動– 336,543 – – 336,543

– F-788 –

中國奧園地產集團股份有限公司　二零一七年年報 195

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

6. 分部資料（續）

其他分部資料（續）

地區資料

本集團經營業務及非流動資產地點主要位於中國。

有關主要客戶的資料

於截至二零一七年及二零一六年十二月三十一日止年度，概無個別客戶所佔本集團的總營業額超過10%。

6. Segment Information (continued)

Other segment information (continued)

Year ended 31 December 2016

截至二零一六年十二月三十一日止年度Property

development

Property

investment Others Unallocated Total

物業發展 物業投資 其他 未分配 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts included in the measure

of segment profit or loss or

segment assets:

已於計量分部溢利或虧損 或分部資產時計入的金額：

Additions of property,

plant and equipment

物業、廠房及設備添置15,241 – 25,054 2,226 42,521

Additions of investment properties 投資物業添置 – 660,707 – – 660,707

Depreciation of property,

plant and equipment

物業、廠房及設備折舊21,801 – 14,529 5,340 41,670

Amortisation of intangible assets 無形資產攤銷 – – 129 – 129

Release of prepaid lease payments 預付租賃付款撥回 – – 435 – 435

Loss on disposal of property,

plant and equipment

出售物業、廠房及設備虧損737 – 42 323 1,102

Change in fair value of investment

properties

投資物業公平值變動– 309,527 – – 309,527

Geographical information

The Group’s operation and location of non-current assets are

substantially in the PRC.

Information about major customers

There is no individual customer who contributed over 10%

of the total revenue of the Group during the years ended 31

December 2017 and 2016.

– F-789 –

China Aoyuan Property Group Limited Annual Report 2017196

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

7. 其他收入、收益及虧損

附註： 其他主要包括撻訂款項。

7. Other Income, Gains and Losses2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Other income, gains and losses

comprise of:

其他收入、收益及虧損包括：

Exchange gain (loss) 匯兌收益（虧損） 407,402 (472,358)

(Loss) gain on change in fair value of

derivative financial instruments

(note 35)

衍生金融工具公平值變動 （虧損）收益（附註35）

(78,484) 142,402

Gain on disposal of AFS investment

(note 21)

出售可供出售投資收益（附註21）29,153 11,919

Loss on early redemptions

of senior notes

提早贖回優先票據之虧損(198,808) –

Bank interest income 銀行利息收入 75,130 54,458

Other interest income 其他利息收入 19,681 4,313

Government subsidy 政府補貼 2,894 7,500

Others (note) 其他（附註） 34,855 20,949

291,823 (230,817)

Note: Others mainly include the forfeited deposits from customers.

– F-790 –

中國奧園地產集團股份有限公司　二零一七年年報 197

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

8. 融資成本

資本化利息乃因本集團的一般借款總額而產生，按合格資產的開支的資本化比率約每年6.52%（二零一六年：8.49%）計算。

8. Finance Costs2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Interest on: 以下各項的利息： Bank and other borrowings 銀行及其他借款 1,024,337 670,224

Loans from non-controlling

shareholders of subsidiaries

來自附屬公司非控股股東 的貸款 134,732 111,856

Senior notes and bonds (note 42) 優先票據及債券（附註42） 916,077 942,256

Other payables 其他應付款 25,105 –

Others 其他 34,804 47,103

Total borrowing costs 借貸成本總額 2,135,055 1,771,439

Less: amounts capitalised to properties

under development for sale

減：已就可供銷售在建物業 資本化的金額 (1,848,773) (1,602,043)

amounts capitalised to investment

properties under construction

已就在建投資物業 資本化的金額 (18,423) (11,977)

267,859 157,419

Interest capitalised arose on the general borrowing pool of

the Group was calculated by applying a capitalisation rate of

approximately 6.52% (2016: 8.49%) per annum to expenditure

on the qualifying assets.

– F-791 –

China Aoyuan Property Group Limited Annual Report 2017198

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

9. 除稅前溢利9. Profit before Tax2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Profit before tax has been arrived

at after charging (crediting):

除稅前溢利乃於扣除 （計入）以下各項後達致：

Auditors’ remuneration 核數師酬金 4,800 4,380

Directors’ emoluments 董事酬金 12,734 13,004

Staff salaries 員工薪金 763,943 402,028

Retirement benefit scheme contributions 退休福利計劃供款 34,423 21,664

Share-based payments 以股份為基礎的付款 1,100 376

Total staff costs 員工成本總額 812,200 437,072

Less: amounts capitalised to properties

under development for sale

減：已就可供銷售在建物業 資本化的金額 (166,511) (86,404)

645,689 350,668

Cost of inventories recognised

as an expense

確認為開支的存貨成本13,857,771 8,305,628

Release of prepaid lease payments 預付租賃付款撥回 478 435

Depreciation of property,

plant and equipment

物業、廠房及設備折舊53,328 41,670

Amortisation of intangible assets

(included in administrative expenses)

無形資產攤銷 （計入行政開支） 656 129

Loss on disposal of property,

plant and equipment

出售物業、廠房及設備虧損4,159 1,102

Rental expenses in respect of rented

premises under operating leases

根據經營租賃已出租樓宇 租金開支 38,686 34,087

Gross rental income in respect of

investment properties

與投資物業有關的總租金收入(119,032) (73,013)

Less: direct operating expenses from

investment properties that

generated rental income

during the year

減：就於年內產生租金收入的 投資物業的直接經營開支

33,778 21,406

(85,254) (51,607)

– F-792 –

中國奧園地產集團股份有限公司　二零一七年年報 199

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

10. 所得稅開支

根據中華人民共和國企業所得稅法（「企業所得稅法」）及企業所得稅法實施條例，中國附屬公司的稅率自二零零八年一月一日起為25%。

根據中華人民共和國土地增值稅暫行條例（「土地增值稅暫行條例」）及土地增值稅暫行條例實施細則，中國附屬公司的稅率乃按土地價值增值（即銷售物業所得款項減扣稅開支（包括土地使用權成本及所有物業發展開支））累進稅率30%至60%不等計算。

由於本集團收入並非於香港發生或產生，故並無於綜合財務報表內作出香港利得稅撥備。

根據澳洲稅法，在澳洲註冊成立之實體本年度所用應課稅溢利稅率為30%（二零一六年：30%）。由於該兩個年度內並無於澳洲產生應課稅溢利，故並無於綜合財務報表內作出稅項撥備。

10. Income Tax Expense2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Income tax expense recognised

comprises of:

已確認所得稅開支包括：

Current tax: 即期稅項： Enterprise Income Tax (“EIT”) 企業所得稅（「企業所得稅」） 972,040 515,117

LAT 土地增值稅 727,997 420,931

Other jurisdiction 其他司法權區 206 –

1,700,243 936,048

Deferred tax (note 22) 遞延稅項（附註22） PRC 中國 (16,600) 142,333

Other jurisdiction 其他司法權區 (10,003) –

Income tax expense for the year 年內所得稅開支 1,673,640 1,078,381

Under the Law of the People’s Republic of China on EIT (the

“EIT Law”) and Implementation Regulation of the EIT Law,

the tax rate of the PRC subsidiaries is 25% from 1 January

2008 onwards.

Under the Provisional Regulations of the People’s Republic

of China on LAT (the “LAT Provisional Regulations”) and

Implementation Regulation of the LAT Provisional Regulations,

the tax rate of the PRC subsidiaries is levied at progressive

rates ranging from 30% to 60% on the appreciation of land

value, being the proceeds of sales of properties less deductible

expenditures including cost of land use rights and all property

development expenditures.

No provision for Hong Kong profits tax has been made in

the consolidated financial statements as the Group’s income

neither arises in, nor is derived from, Hong Kong.

Under Australian tax law, the tax rate used for the year is

30% (2016: 30%) on taxable profits on Australian incorporated

entities. No tax provision has been made in the consolidated

financial statements as there is no assessable profit arises in

Australia for both years.

– F-793 –

China Aoyuan Property Group Limited Annual Report 2017200

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

10. 所得稅開支（續）根據加拿大稅法，在加拿大註冊成立之實體本年度所用應課稅溢利稅率為26.5%

（二零一六年：不適用）。

年內的所得稅開支與綜合損益及其他全面收益表內的除稅前溢利對賬如下：

10. Income Tax Expense (continued)

Under Canadian tax law, the tax rate used for the year is

26.5% (2016: N/A) on taxable profits on Canadian incorporated

entities.

The income tax expense for the year can be reconciled to the

profit before tax per consolidated statement of profit or loss

and other comprehensive income as follows:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Profit before tax 除稅前溢利 3,625,592 2,084,989

Tax charge at domestic tax rate of 25% 按本地稅率25%計算的稅項支出 906,398 521,247

Tax effect of share of results of

joint ventures and associates

應佔合營企業及聯營公司業績的 稅務影響 29,098 8,034

Tax effect of expenses not deductible

for tax purpose

不可扣稅開支的稅務影響203,345 162,284

Tax effect of income not taxable

for tax purpose

毋須課稅收入的稅務影響(170,062) (2,267)

Tax effect of tax losses not recognised 未確認稅項虧損的稅務影響 113,471 50,274

Utilisation of tax losses previously

not recognised

動用先前未確認稅項虧損(10,211) (14,559)

LAT provision 土地增值稅撥備 727,997 420,931

Tax effect of LAT 土地增值稅的稅務影響 (181,999) (105,233)

Deferred tax effect of LAT on

revaluation of investment properties

重估投資物業的土地增值稅 的遞延稅項影響 57,944 38,920

Effect of different tax rate of

subsidiaries operating

in other jurisdictions

在其他司法權區經營業務 的附屬公司應用不同稅率的影響

(2,341) (1,250)(2,341)

Income tax expense for the year 年內所得稅開支 1,673,640 1,078,381

– F-794 –

中國奧園地產集團股份有限公司　二零一七年年報 201

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

11. 董事、主要行政人員及僱員酬金年內董事及主要行政人員的薪酬（依照適用上市規則及香港公司條例披露）如下：

11. Directors’, Chief Executive’s and Employees’ Remuneration

Directors’ and chief executive’s remuneration for the year,

disclosed pursuant to the applicable Listing Rules and Hong

Kong Companies Ordinance, is as follows:

Fees

Salaries and

allowances

Performance

related bonus Total

袍金 薪金及津貼按表現發放

的花紅 合計RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元(note)

（附註）

Year ended 31 December 2017 截至二零一七年 十二月三十一日止年度

Executive director: 執行董事： Guo Zi Wen 郭梓文 – 2,635 – 2,635

Guo Zi Ning 郭梓寧 – 2,453 790 3,243

Zhong Ping 鐘平 – 2,271 220 2,491

Ma Jun 馬軍 – 2,625 720 3,345

Non-executive director: 非執行董事： Yang Zhong

(resigned on 26 May 2017)

楊忠

（於二零一七年 五月二十六日辭任） – 108 – 108

Independent non-executive director: 獨立非執行董事： Tsui King Fai 徐景輝 329 – – 329

Cheung Kwok Keung 張國強 324 – – 324

Hu Jiang 胡江 259 – – 259

912 10,092 1,730 12,734

– F-795 –

China Aoyuan Property Group Limited Annual Report 2017202

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

11. 董事、主要行政人員及僱員酬金（續）

附註： 按表現發放的花紅根據本集團於截至二零一七年及二零一六年十二月三十一日止年度合同銷售金額百分比釐定。

上表所示執行董事薪酬乃主要就其管理本公司及本集團事務之相關服務而授予。

上表所示獨立非執行董事薪酬乃主要就其作為本公司董事所提供服務而授予。

11. Directors’, Chief Executive’s and Employees’ Remuneration (continued)

Fees

Salaries and

allowances

Performance

related bonus Total

袍金 薪金及津貼按表現發放

的花紅 合計RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元(note)

（附註）

Year ended 31 December 2016 截至二零一六年 十二月三十一日止年度

Executive director: 執行董事： Guo Zi Wen 郭梓文 – 2,554 623 3,177

Guo Zi Ning 郭梓寧 – 2,378 791 3,169

Yang Zhong

(resigned on 5 February 2016)

楊忠

（於二零一六年二月五日 辭任） – 43 – 43

Zhong Ping 鐘平 – 2,057 461 2,518

Ma Jun 馬軍 – 2,540 502 3,042

Non-executive director: 非執行董事： Yang Zhong

(appointed on 5 February 2016)

楊忠 （於二零一六年 二月五日獲委任） – 223 – 223

Independent non-executive director: 獨立非執行董事： Tsui King Fai 徐景輝 300 – – 300

Cheung Kwok Keung 張國強 296 – – 296

Hu Jiang 胡江 236 – – 236

832 9,795 2,377 13,004

Note: The performance related bonus is determined as a percentage of the contract

sales of the Group for the year ended 31 December 2017 and 2016.

The executive directors’ emoluments shown above were

mainly for their services in connection with the management

of the affairs of the Company and the Group.

The independent non-executive directors’ emoluments shown

above were mainly for their services as directors of the

Company.

– F-796 –

中國奧園地產集團股份有限公司　二零一七年年報 203

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

11. 董事、主要行政人員及僱員酬金（續）郭梓寧先生亦為本公司行政總裁，其於上表內所披露薪酬包括其作為行政總裁所提供服務之相關薪酬。

於本年度及上一年度，概無董事放棄任何薪酬及概無董事因加入或已應邀加入本公司而獲取任何獎金。

僱員酬金本集團五名最高薪酬人士中，四名（二零一六年：四名）為本公司執行董事及主要行政人員，彼等的酬金已載於以上本附註中。其餘一名（二零一六年：一名）人士的酬金如下：

薪酬範圍如下：

年內，本集團並無支付任何酬金予任何董事或五名最高薪酬人士（包括董事及僱員）作為加入或於加入本集團時的獎賞或離職時的補償。

11. Directors’, Chief Executive’s and Employees’ Remuneration (continued)

Mr. Guo Zi Ning is also the Chief Executive of the Company

and his remuneration disclosed above includes those for

services rendered by him as the Chief Executive.

No directors waive any emolument during the current year

or the prior year and none of the directors have received any

inducement pay for joining or upon joining the Company.

Employees’ emolumentsOf the five individuals with the highest emoluments in the

Group, four (2016: four) were executive directors and the Chief

Executive of the Company whose emoluments are included

in the disclosures in this note above. The emoluments of the

remaining one (2016: one) individual was as follows:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Salaries and allowances 薪金及津貼 3,850 3,575

Performance related bonus 業績花紅 1,440 –

Share-based payments 以股份為基礎之付款 550 188

5,840 3,763

The emoluments were within the following bands:

2017 2016

二零一七年 二零一六年No. of

employeesNo. of

employees

僱員數目 僱員數目

HK$6,500,001 to HK$7,000,000

(equivalent to RMB5,433,001

to RMB5,851,000)

6,500,001港元至7,000,000 港元 （相等於人民幣5,433,001元至 人民幣5,851,000元） 1 –

HK$4,000,001 to HK$4,500,000

(equivalent to RMB3,578,001

to RMB4,025,000)

4,000,001 港元至4,500,000 港元 （相等於人民幣3,578,001 元 至人民幣4,025,000 元） – 1

During the year, no emolument was paid by the Group to any

of the directors or the five highest paid individuals (including

directors and employees) as an inducement to join or upon

joining the Group or as compensation for loss of office.

– F-797 –

China Aoyuan Property Group Limited Annual Report 2017204

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

12. 股息

於報告期間結束後，計及於報告日期已發行的2,681,571,354普通股，董事會建議就截至二零一七年十二月三十一日止年度派付末期股息每股普通股人民幣25分（合共人民幣670,393,000元），惟須待本公司股東於應屆股東週年大會批准方告作實。報告期末後建議派付的末期股息並無於本綜合財務報表確認為負債。

12. Dividends2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Dividends, recognised as distribution

during the year:

股息，確認為年內分派：

2016 final – RMB9.7 cents (2016: 2015

final dividend RMB8.8 cents) per share

二零一六年末期– 每股人民幣9.7分 （二零一六年：二零一五年末期股息 人民幣8.8分） 259,143 244,978

2016 special dividend of RMB5.3 cents

(six months ended 30 June 2016: nil)

per share

二零一六年特別股息– 每股人民幣5.3分 （截至二零一六年六月三十日 止六個月：無） 141,593 –

400,736 244,978

Subsequent to the end of the reporting period, a final

dividend in respect of the year ended 31 December 2017 of

RMB25 cents per ordinary share, in an aggregate amount

of RMB670,393,000, taking into account the 2,681,571,354

ordinary shares in issue at the reporting date, have been

proposed by the Board of Directors and is subject to approval

by the shareholders of the Company in the forthcoming annual

general meeting. The final dividend proposed after the end of

the reporting period have not been recognised as liabilities in

these consolidated financial statements.

– F-798 –

中國奧園地產集團股份有限公司　二零一七年年報 205

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

13. 每股盈利本公司擁有人應佔每股基本及攤薄盈利乃根據下列數據計算：

該等已授出購股權對於計算截至二零一六年十二月三十一日止年度之每股攤薄盈利概無任何影響，蓋因購股權行使價高於本公司股份的平均市價。

13. Earnings Per Share

The calculation of the basic and diluted earnings per share

attributable to owners of the Company is based on the

following data:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

Earnings 盈利 人民幣千元 人民幣千元

Earnings for the purposes of basic

and diluted earnings per share,

being profit for the year attributable

to owners of the Company

就每股基本及攤薄盈利而言的 盈利即本公司擁有人 應佔年內溢利

1,639,928 880,962

2017 2016

二零一七年 二零一六年‘000 ‘000

Number of shares 股份數目 千份 千份

Weighted average number of ordinary

shares for the purpose of basic

earnings per share

就每股基本盈利而言的普通股 加權平均數

2,673,106 2,727,595

Effect of dilutive potential ordinary shares: 普通股潛在攤薄影響 – Share options – 購股權 3,086 –

Weighted average number of ordinary

shares for the purpose of diluted

earnings per share

就每股攤薄盈利而言的普通股 加權平均數

2,676,192 2,727,595

Those share options granted have no impact on the

computation of diluted earnings per share for the year ended

31 December 2016, as the exercise price of the options was

higher than the average market price of the Company’s shares.

– F-799 –

China Aoyuan Property Group Limited Annual Report 2017206

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

14. 物業、廠房及設備14. Property, Plant and Equipment

Buildings

Hotel under

development

Office

equipment

Motor

vehicles

Leasehold

improvements

Plant and

machinery Total

樓宇 發展中酒店 辦公設備 汽車 租賃物業裝修 廠房及機器 合計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

COST 成本At 1 January 2016 於二零一六年一月一日 494,555 100,655 86,474 54,256 68,135 – 804,075

Exchange realignment 匯兌調整 – – 16 4 24 – 44

Additions 添置 – 366 30,518 3,229 8,408 – 42,521

Acquisition of subsidiaries (note 46) 屬收購附屬公司（附註46） – – 648 185 11,477 – 12,310

Disposals 出售 – – (825) (1,191) (335) – (2,351)

At 31 December 2016 於二零一六年十二月三十一日 494,555 101,021 116,831 56,483 87,709 – 856,599

Exchange realignment 匯兌調整 – – 13 8 9 – 30

Additions 添置 18,728 366 45,171 12,865 46,401 861 124,392

Acquisition of subsidiaries (note 46) 收購附屬公司（附註46） 79,084 – 8,874 2,679 6,026 54,162 150,825

Disposals of subsidiaries 出售附屬公司 – – (4,928) – (197) – (5,125)

Disposals 出售 – – (2,690) (3,913) (554) – (7,157)

At 31 December 2017 於二零一七年十二月三十一日 592,367 101,387 163,271 68,122 139,394 55,023 1,119,564

DEPRECIATION AND IMPAIRMENT 折舊及減值At 1 January 2016 於二零一六年一月一日 177,579 – 56,372 29,299 46,943 – 310,193

Exchange realignment 匯兌調整 – – 1 – 1 – 2

Provided for the year 年內撥備 8,343 – 13,744 6,480 13,103 – 41,670

Eliminated on disposals 出售時對銷 – – (412) (830) (7) – (1,249)

At 31 December 2016 於二零一六年十二月三十一日 185,922 – 69,705 34,949 60,040 – 350,616

Exchange realignment 匯兌調整 – – 1 – – – 1

Provided for the year 年內撥備 12,881 – 17,143 9,052 13,865 387 53,328

Eliminated on disposals of

subsidiaries

出售附屬公司時對銷– – (322) – (56) – (378)

Eliminated on disposals 出售時對銷 – – (753) (2,245) – – (2,998)

At 31 December 2017 於二零一七年十二月三十一日 198,803 – 85,774 41,756 73,849 387 400,569

CARRYING VALUES 賬面值At 31 December 2017 於二零一七年十二月三十一日 393,564 101,387 77,497 26,366 65,545 54,636 718,995

At 31 December 2016 於二零一六年十二月三十一日 308,633 101,021 47,126 21,534 27,669 – 505,983

– F-800 –

中國奧園地產集團股份有限公司　二零一七年年報 207

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

14. 物業、廠房及設備（續）上述物業、廠房及設備（發展中酒店除外）乃按下列估計可使用年期以直線法進行折舊計算：

樓宇 相關租賃期或 每年3%-5%之較短者

辦公設備 三至五年汽車 三至五年租賃物業裝修 相關租賃期或

三至五年之較短者廠房及機器 五至十五年

於截至二零一二年十二月三十一日止年度，本集團管理層對包括於物業、廠房及設備中「樓宇」類別之酒店物業作出估值，酒店物業之賬面總值超出可收回金額（即酒店物業公平值減出售成本）得出減值虧損為人民幣125,000,000元。酒店物業之公平值透過就酒店土地部分使用市場法，而樓宇及構築物部分使用折舊重置成本法綜合所得出。土地部分市場價值參考中國廣州可作比較之土地交易得出。折舊重置成本法考慮樓宇及修繕之現時重置成本，減去就實際損耗及所有相關形式之陳舊及優化作出之扣減。一般而言，在欠缺已知可資比較市場銷售個案之情況下，折舊重置成本法可提供最可靠之酒店物業價值指標。本集團管理層認為，酒店物業的賬面值與其可收回金額相若，且於截至二零一七年十二月三十一日及二零一六年十二月三十一日止年度概無確認任何減值。

14. Property, Plant and Equipment (continued)

The above items of property, plant and equipment except hotel

under development are depreciated on a straight-line basis over

the following estimated useful lives:

Buildings Over the shorter of the relevant

lease term or 3% – 5%

per annum

Office equipment 3 to 5 years

Motor vehicles 3 to 5 years

Leasehold improvements Over the shorter of relevant lease

term or 3 to 5 years

Plant and machineries 5 to 15 years

During the year ended 31 December 2012, the management

of the Group performed a valuation on a hotel property which

is included in “Buildings” category of property, plant and

equipment, and impairment loss of RMB125,000,000 has

been made according to the excess of the aggregate carrying

amounts of the hotel property over the recoverable amount

which is determined as the fair value less costs to sell of

this hotel property. The fair value of the hotel property was

arrived at using a combination of land portion of the hotel

which was assessed by the market approach, and buildings

and structures portion which was assessed by depreciated

replacement cost approach (“DRC”). The market value of land

portion was referenced to the comparable land transactions

in Guangzhou, the PRC. The DRC approach considers the

current cost of replacement of the buildings and improvements

less deductions for physical deterioration and all relevant

forms of obsolescence and optimisation. The DRC approach

generally furnishes the most reliable indication of value for

the hotel property in the absence of a known market based

on comparable sales. In the opinion of the management of the

Group, the carrying amount of hotel property approximates

to its recoverable amount and no impairment was recognised

during the years ended 31 December 2017 and 2016.

– F-801 –

China Aoyuan Property Group Limited Annual Report 2017208

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

14. 物業、廠房及設備（續）截至二零一七年十二月三十一日，已就本集團所獲授若干銀行信貸而質押樓宇和廠房及機器項目為數人民幣393,873,000元（二零一六年：人民幣99,290,000元）。本集團所有位於中國租賃土地的樓宇均按中期租賃期限持有。

15. 預付租賃付款付租賃款項賬面值指於中國根據中期租賃持有的土地使用權，分析如下：

於二零一七年十二月三十一日，預付租賃款項人民幣23,056,000元（二零一六年：無）已就本集團獲授若干銀行融資作抵押。本集團所有預付租賃款項於中國根據中期租賃持有的租賃土地。

14. Property, Plant and Equipment (continued)

As at 31 December 2017, buildings and plant and machinery

of RMB393,873,000 (2016: RMB99,290,000) were pledged for

certain banking facilities granted to the Group. All the buildings

of the Group are situated on leasehold land in the PRC under

medium lease term.

15. Prepaid Lease Payments

The carrying amount of prepaid lease payments represents

land use rights held under medium-term lease in the PRC is

analysed as follows:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current asset 非流動資產 80,735 14,939

Current asset 流動資產 2,080 435

82,815 15,374

As at 31 December 2017, prepaid lease payment of

RMB23,056,000 (2016: Nil) were pledged for certain banking

facilities granted to the Group. All the prepaid lease payment

of the Group are situated on leasehold land in the PRC under

medium lease term.

– F-802 –

中國奧園地產集團股份有限公司　二零一七年年報 209

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

16. 投資物業

附註： 由於能證明開發之初旨在出售，因此其用途有所變更，在建投資物業轉撥至發展中物業。

16. Investment Properties

Completed Investment properties

Investment properties

under construction Total

已竣工投資物業 在建投資物業 合計RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

At 1 January 2016 於二零一六年一月一日 2,388,139 2,116,406 4,504,545

Acquisition of subsidiaries (note 46) 收購附屬公司（附註46） – 169,497 169,497

Additions 添置 – 660,707 660,707

Transfer upon completion of

construction work

於建設工程竣工後轉撥191,106 (191,106) –

Transfer to properties under

development for sale (note)

轉撥至可供銷售在建物業（附註）– (208,956) (208,956)

Disposals 出售 (10,813) – (10,813)

Net change in fair value recognised

in the consolidated statement

of profit or loss and other

comprehensive income

已於綜合損益及其他全面收益表內 確認的公平值變動淨額

30,546 278,981 309,527

At 31 December 2016 於二零一六年十二月三十一日 2,598,978 2,825,529 5,424,507Additions 添置 – 647,993 647,993Transfer upon completion of

construction work

於建設工程竣工後轉撥790,638 (790,638) –

Disposals 出售 (48,839) – (48,839)Net change in fair value recognised

in the consolidated statement

of profit or loss and other

comprehensive income

已於綜合損益及其他全面收益表內 確認的公平值變動淨額

47,699 288,844 336,543

At 31 December 2017 於二零一七年十二月三十一日 3,388,476 2,971,728 6,360,204

Note: The transfer from investment properties under construction to properties under development was made since there was a change in use as evidenced by commencement of development with a view to sale.

– F-803 –

China Aoyuan Property Group Limited Annual Report 2017210

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

16. 投資物業（續）所有本集團按經營租賃持有賺取租金或留待資本增值的物業權益，乃採用公平值模型計量並分類及入賬列為投資物業。

第3層亦並無轉入或轉出。

於二零一七年十二月三十一日，本集團已抵押人民幣1,637,193,000元（二零一六年：人民幣1,223,253,000元）的投資物業，以獲得授予本集團的若干銀行信貸。

在建投資物業及已竣工投資物業的公平值，乃參考與本集團概無關連的仲量聯行企業評估及諮詢有限公司（合資格外部估值師）的估值而釐定。合資格外部估值師乃按下列基準釐定投資物業的公平值：

16. Investment Properties (continued)

All of the Group’s property interests held under operating

leases to earn rentals or for capital appreciation purposes are

measured using the fair value model and are classified and

accounted for as investment properties.

There were no transfers into or out of Level 3 during the year.

At 31 December 2017, investment properties of

RMB1,637,193,000 (2016: RMB1,223,253,000) were pledged

to secure certain banking facilities granted to the Group.

The fair values of investment properties under construction

and completed investment properties were determined by

reference to valuations carried out by Jones Lang LaSalle

Corporate Appraisal and Advisory Limited, an qualified external

valuer which is not connected with the Group. The fair values

of the investment properties were determined by the qualified

external valuer on the following basis:

– F-804 –

中國奧園地產集團股份有限公司　二零一七年年報 211

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

16. 投資物業（續）已竣工 投資物業

－ 參考將現有租賃產生的資本化收入及物業的復歸收入潛力或（倘屬適當）有關處於相同位置及條件的類似物業之交易價格的市場證據

在建 投資物業

－ 參考投資物業的當前或近期價格以及根據工程預算、已提交合約、或有事項備抵以及發展商盈利率計算的估計竣工費用，反映於估值日期與完成物業開發及實現預計收入或資本增值有關的風險

下表列示有關如何釐定該等投資物業公平值的資料（尤其是估值技巧及所用輸入數據）以及根據公平值計量所用輸入數據的可觀察程度確定的公平值計量所屬公平值等級（第1級至第3級）。

於估計投資物業的公平值時，投資物業的當前用途為其最高及最佳用途。

16. Investment Properties (continued)Completed

investment

properties

– by reference to capitalised income

to be der ived from the exist ing

tenanc ies and the revers ionar y

income potential of the properties or,

where appropriate, by reference to

market evidence of transaction prices

for similar properties in the same

locations and conditions

Investment

properties

under

construction

– by reference to the current or recent

pr ices of investment propert ies

and estimated costs to completion

based on cons t ruc t i on budge t ,

committed contracts, allowances for

contingencies as well as developer’s

profit margin, which reflect the risks

associated with the completion of the

development of the properties and

in achieving the anticipated income

or capital appreciation on the date of

valuation

The following tables give information about how the fair values

of these investment properties are determined (in particular,

the valuation techniques and inputs used), as well as the fair

value hierarchy into which the fair value measurements are

categorised (Levels 1 to 3) based on the degree to which the

inputs to the fair value measurements is observable.

In estimating the fair value of the investment properties, the

highest and best use of the investment properties is their

current use.

– F-805 –

China Aoyuan Property Group Limited Annual Report 2017212

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

16. 投資物業（續）

於二零一七年十二月三十一日

16. Investment Properties (continued)

At 31 December 2017

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs (relationship

of unobservable inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據 （不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Completed investment

properties, including

retail shops and

commercial buildings

3,201,759 Level 3 Income capitalisation method

– income capitalisation of

the net income and made

provisions for reversionary

income potential.

1. Term yield (the higher the term yield, the

lower the fair value)

2. Reversionary yield (the higher the

reversionary yield, the lower the fair

value)

3. Unit rent (RMB/sqm/month) (the higher

the unit rent, the higher the fair value)

2.5% – 6.0%

3.0% – 6.5%

4 – 240

A sl ight increase in term

yield would not result in

significant decrease in fair

value, and vice versa.

A s l i g h t i n c r e a s e i n

reversionary yield would not

result in significant decrease

in fair value, and vice versa.

A s i g n i f i c a n t i n c r e a s e /

decrease in unit rent would

no t resu l t i n s ign i f i can t

increase/decrease in fa i r

value.

已竣工投資物業 （包括商舖及商業大廈）

3,201,759 第3級 收入資本化法－ 淨收入的收入資本化， 並就復歸收入潛力作出撥備。

1. 定期收益（定期收益越高，公平值越低）

2. 復歸收益（復歸收益越高，公平值越低）

3. 單位租金（人民幣╱平方米╱月）（單位租金越高，公平值越高）

2.5% – 6.0%

3.0% – 6.5%

4 – 240

定期收益輕微增加不會引致公平值大幅減少，反之亦然。

復歸收益輕微增加不會引致公平值大幅減少，反之亦然。

單位租金大幅上升╱下降不會引致公平值大幅增加╱減少。

Completed investment

properties, including

retail shops,

commercial buildings

and office

186,717 Level 3 Direct comparison method

– based on market

observable transactions

of similar properties and

adjusted to reflect the

conditions of the subject

property.

Adjustment made to account for differences

in location and level

N/A N/A

已竣工投資物業 （包括商舖、 商業大廈及辦公室）

186,717 第3級 直接比較法－ 根據相似物業的市場可觀察 交易，並作出調整以反映標的 物業的狀況。

就地點及層級差異作出調整 不適用 不適用

– F-806 –

中國奧園地產集團股份有限公司　二零一七年年報 213

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

16. 投資物業（續）

於二零一七年十二月三十一日（續）

16. Investment Properties (continued)

At 31 December 2017 (continued)

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs (relationship

of unobservable inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據 （不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Investment properties

under construction,

including retail shops

and commercial

buildings

2,528,500 Level 3 Residual method – based on

gross development value

and taken into account

the construction costs to

completion, developer’s

profit, marketing costs.

1. Gross development value (RMB’000) on

completion basis (the higher the gross

development value, the higher the fair

value)

2. Developer’s profit (the higher the

developer’s profit, the lower the fair

value)

3. Marketing costs (the higher the

marketing costs, the lower the fair value)

4. Construction costs to completion (the

higher the future construction costs for

completion, the lower the fair value)

153,260 –

993,200

8% – 15%

4%

N/A

A s i g n i f i c a n t i n c r e a s e /

d e c r e a s e i n g r o s s

development value would

result in significant increase/

decrease in fair value.

A s ign i f icant increase in

developer’s profit would not

result in significant decrease

in fair value, and vice versa.

A slight increase in marketing

costs would not result in

significant decrease in fair

value, and vice versa.

A s i g n i f i c a n t i n c r e a s e

in const ruct ion costs to

completion would not result

in significant decrease in fair

value, and vice versa.

在建投資物業 （包括商舖及 商業大廈）

2,528,500 第3級 餘值法－ 根據總發展價值並計及完成 開發的施工費用、發展商 溢利、營銷費用。

1. 按竣工基準計算的總發展價值（人民幣千元）（總發展價值越高，公平值越高）

2. 發展商溢利（發展商溢利越高，公平值越低）

3. 營銷費用（營銷費用越高，公平值越低）

4. 完成開發的施工費用（完成開發的未來施工費用越高，公平值越低）

153,260 –

993,200

8% – 15%

4%

N/A

總發展價值大幅增加╱減少會引致公平值大幅增加/減少。

發展商溢利大幅增加不會引致公平值大幅減少，反之亦然。

營銷費用輕微增加不會引致公平值大幅減少，反之亦然。

完成開發的施工費用的大幅增加不會引致公平值大幅減少，反之亦然。

– F-807 –

China Aoyuan Property Group Limited Annual Report 2017214

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

16. 投資物業（續）

於二零一七年十二月三十一日（續）

16. Investment Properties (continued)

At 31 December 2017 (continued)

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs (relationship

of unobservable inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據 （不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Investment properties

under construction,

including

undeveloped land

for retail shops and

commercial building

443,228 Level 3 Direct comparison method

– based on market

observable transactions of

similar lands and adjusted

to reflect the conditions of

the subject lands.

1. Comparable land price (RMB/sqm) (the

higher the land price, the higher the fair

value)

2. Floor-area ratio (the higher the floor-area

ratio costs for completion, the higher the

fair value)

355 – 2,830

1.7 – 5

A s i g n i f i c a n t i n c r e a s e /

dec rease i n compa rab le

land price would result in

significant increase/decrease

in fair value.

A slight increase/decrease

in f loor -area rat io would

result in significant increase/

decrease in fair value.

在建投資物業 （包括商舖及商業大廈 的未開發土地）

443,228 第3級 直接比較法－ 根據相似土地的市場可觀察 交易，並作出調整以反映標的 土地的狀況。

1. 可資比較土地價格（每平方米人民幣）（土地價格越高，公平值越高）

2. 容積率（完成開發的容積率成本越高，公平值越高）

355 – 2,830

1.7 – 5

可資比較土地價格大幅上升╱下降會引致公平值大幅增加╱減少。

容積率輕微上升╱下降會引致公平值大幅增加╱減少。

6,360,204

– F-808 –

中國奧園地產集團股份有限公司　二零一七年年報 215

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

16. 投資物業（續）於二零一六年十二月三十一日

16. Investment Properties (continued)

At 31 December 2016

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs (relationship

of unobservable inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據 （不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Completed investment

properties, including

retail shops and

commercial buildings

2,247,509 Level 3 Income capitalisation method

– income capitalisation of

the net income and made

provisions for reversionary

income potential.

1. Term yield (the higher the term yield,

the lower the fair value)

2. Reversionary yield (the higher the

reversionary yield, the lower the fair

value)

3. Unit rent (RMB/sqm/month) (the higher

the unit rent, the higher the fair value)

2.5% – 6%

3% – 6.5%

4 – 173

A sl ight increase in term

yield would not result in

significant decrease in fair

value, and vice versa.

A s l i g h t i n c r e a s e i n

reversionary yield would not

result in significant decrease

in fair value, and vice versa.

A s i g n i f i c a n t i n c r e a s e /

decrease in unit rent would

no t resu l t i n s ign i f i can t

increase/decrease in fa i r

value.

已竣工投資物業 （包括商舖及商業大廈）

2,247,509 第3級 收入資本化法－ 淨收入的收入資本化， 並就復歸收入潛力作出撥備。

1. 定期收益（定期收益越高，公平值越低）

2. 復歸收益（復歸收益越高，公平值越低）

3 .單位租金（人民幣╱平方米╱月）（單位租金越高，公平值越高）

2.5% – 6%

3% – 6.5%

4 – 173

定期收益輕微增加不會引致公平值大幅減少， 反之亦然。

復歸收益輕微增加不會引致公平值大幅減少，反之亦然。

單位租金大幅上升╱下降不會引致公平值大幅增加╱減少。

– F-809 –

China Aoyuan Property Group Limited Annual Report 2017216

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

16. 投資物業（續）於二零一六年十二月三十一日（續）

16. Investment Properties (continued)

At 31 December 2016 (continued)

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs (relationship

of unobservable inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據 （不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Completed investment

properties, including

retail shops,

commercial buildings

and office

351,469 Level 3 Direct comparison method

– based on market

observable transactions

of similar properties and

adjusted to reflect the

conditions of the subject

property.

Adjustment made to account for differences

in location and level

N/A N/A

已竣工投資物業 （包括商舖、商業大廈 及辦公室）

351,469 第3級 直接比較法－ 根據相似物業的市場可觀察 交易，並作出調整以反映標的 物業的狀況。

就地點及層級差異作出調整 不適用 不適用

– F-810 –

中國奧園地產集團股份有限公司　二零一七年年報 217

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

16. 投資物業（續）於二零一六年十二月三十一日（續）

16. Investment Properties (continued)

At 31 December 2016 (continued)

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs (relationship

of unobservable inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據 （不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Investment properties

under construction,

including retail shops

and commercial

buildings

2,341,800 Level 3 Residual method – based on

gross development value

and taken into account

the construction costs to

completion, developer’s

profit, marketing costs.

1. Gross development value (RMB’000) on

completion basis (the higher the gross

development value, the higher the fair

value)

2. Developer’s profit (the higher the

developer’s profit, the lower the fair

value)

3. Marketing costs (the higher the

marketing costs, the lower the fair value)

4. Construction costs to completion (the

higher the future construction costs for

completion, the lower the fair value)

225,900 –

1,058,415

8% – 15%

4%

不適用

A s i g n i f i c a n t i n c r e a s e /

d e c r e a s e i n g r o s s

development value would

result in significant increase/

decrease in fair value.

A s ign i f icant increase in

developer’s profit would not

result in significant decrease

in fair value, and vice versa.

A slight increase in marketing

costs would not result in

significant decrease in fair

value, and vice versa.

A s i g n i f i c a n t i n c r e a s e

in const ruct ion costs to

completion would not result

in significant decrease in fair

value, and vice versa.

在建投資物業 （包括商舖及商業大廈）

2,341,800 第3級 餘值法－ 根據總發展價值，並考慮完成 開發的施工費用、發展商溢利 及營銷費用。

1. 按竣工基準計算的總發展價值（人民幣千元）（總發展價值越高，公平值越高）

2. 發展商溢利（發展商溢利越高，公平值越低）

3. 營銷費用（營銷費用越高，公平值越低）

4. 完成開發的施工費用（施工費用越高，公平值越低）

225,900 –

1,058,415

8% – 15%

4%

不適用

總發展價值大幅增加╱減少會引致公平值大幅增加/減少。

發展商溢利大幅增加不會引致公平值大幅減少，反之亦然。

營銷費用輕微增加不會引致公平值大幅減少，反之亦然。

完成開發的施工費用的大幅增加不會引致公平值大幅減少，反之亦然。

– F-811 –

China Aoyuan Property Group Limited Annual Report 2017218

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

16. 投資物業（續）於二零一六年十二月三十一日（續）

17. 商譽

16. Investment Properties (continued)

At 31 December 2016 (continued)

Investment properties

held by the Group

Fair value

RMB’000

Fair value

hierarchy

Valuation techniques

and key inputs

Significant unobservable inputs (relationship

of unobservable inputs to fair value)

Range

(weighted average) Sensitivity

本集團持有的投資物業

公平值人民幣千元

公平值等級

公平值等級估值技巧及主要輸入數據

重大不可觀察輸入數據 （不可觀察輸入數據相對公平值的關係）

範圍（加權平均值） 敏感度

Investment properties

under construction,

including undeveloped

land for retail shops

and commercial

building

483,729 Level 3 Direct comparison method

– based on market

observable transactions of

similar lands and adjusted

to reflect the conditions of

the subject lands.

1. Comparable land price (RMB/sqm) (the

higher the land price, the higher the fair

value)

2. Floor-area ratio (the higher the floor-area

ratio costs for completion, the higher the

fair value)

438 – 2,498

1.7 – 5

A s i g n i f i c a n t i n c r e a s e /

dec rease i n compa rab le

land price would result in

significant increase/decrease

in fair value.

A slight increase/decrease

in f loor -area rat io would

result in significant increase/

decrease in fair value.

在建投資物業（包括商舖 及商業大廈的 未開發土地）

483,729 第3級 直接比較法－ 根據相似土地的市場可觀察 交易，並作出調整以反映標的 土地的狀況。

1. 可資比較土地價格（每平方米人民幣）（土地價格越高，公平值越高）

2. 容積率（完成開發的容積率成本越高，公平值越高）

438 – 2,498

1.7 – 5

可資比較土地價格大幅上升╱下降會引致公平值大幅增加/減少。

容積率輕微上升╱下降會引致公平值大幅增加╱減少。

5,424,507

17. Goodwill

RMB’000

人民幣千元

COST AND CARRYING AMOUNTS 成本及賬面值

At 1 January 2016 於二零一六年一月一日 –

Arising on acquisitions of subsidiaries (note 46(b)) 因收購附屬公司而產生（附註46(b)） 1,602

At 31 December 2016 於二零一六年十二月三十一日 1,602

Arising on acquisitions of subsidiaries (note 46(b)) 因收購附屬公司而產生（附註46(b)） 27,153

At 31 December 2017 於二零一七年十二月三十一日 28,755

– F-812 –

中國奧園地產集團股份有限公司　二零一七年年報 219

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

17. 商譽（續）截至二零一七年十二月三十一日止年度，本集團自獨立第三方收購深圳華中物業管理有限公司（「深圳華中」）及歌斐頌食品有限公司（「歌斐頌」）。深圳華中於中國廣東省深圳市從事提供物業管理服務，而歌斐頌則在中國浙江省嘉善市從事提供巧克力生產及主題公園。有關收購詳情於附註46(b)披露。

於截至二零一六年十二月三十一日止年度，本集團向一名獨立第三方收購安徽瀚林物業服務有限公司（「安徽瀚林」），該公司在中國安徽省蚌埠市從事提供物業管理服務。

業務合併中收購的商譽於收購時分配予預期因該等業務合併而受益的現金產生單位（「現金產生單位」）- 物業管理服務及巧克力生產及相關業務。

就減值測試而言，上文詳述的商譽已分配至附屬公司，作為產生商譽的個別現金產生單位（「現金產生單位」）。於二零一七年十二月三十一日該等單位獲分配之商譽賬面值如下。

本集團管理層認為，含有收購業務的商譽之任何現金產生單位年內並無減值。

17. Goodwill (continued)

During the year ended 31 December 2017, the Group acquired

深圳華中物業管理有限公司 Shenzhen Huazhong Property

Management Co., Ltd. (“Shenzhen Huazhong”) and 歌斐頌食品有限公司 Aficion Food Co., Ltd (“Aficion”) from independent

third parties. Shenzhen Huazhong is engaged in providing

property management services in Shenzhen, Guangdong

Province, the PRC, while Aficion is engaged in the provision

of chocolate production and theme park in Jiashan, Zhejiang

Province, the PRC. Details of the related acquisition is

disclosed in note 46(b).

During the year ended 31 December 2016, the Group acquired

安徽瀚林物業服務有限公司 Anhui Hanlin Property Management

Co., Ltd. (“Anhui Hanlin”) from an independent third party,

which is engaged in providing property management services

in Bengbu, Anhui Province, the PRC.

Goodwill acquired in business combinations is allocated, at

acquisition, to the cash generating units (“CGUs”) – property

management service and chocolate production and related

businesses that are expected to benefit from those business

combinations.

For the purposes of impairment testing, goodwill as detailed

above has been allocated to the subsidiaries as individual

cash-generating units (CGUs) from which goodwill arose. The

carrying amount of goodwill as at 31 December, 2017 allocated

these units are as followed.

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Anhui Hanlin (“Unit A”) 安徽瀚林（「單位A」） 1,602 1,602

Shenzhen Huazhong (“Unit B”) 深圳華中（「單位B」） 1,889 –

Aficion (“Unit C”) 歌斐頌（「單位C」） 25,264 –

28,755 1,602

The management of the Group determined that there is no

impairment of any of its CGUs containing goodwill.

– F-813 –

China Aoyuan Property Group Limited Annual Report 2017220

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

17. 商譽（續）有關現金產生單位之可收回金額已根據使用價值計算釐定。有關計算方式以管理層核准涵蓋五年期間財務預算為基礎作現金流量預測，除稅前單位A、單位B及單位C之折讓率分別為17.61%，18.26%及17.22%。於五年期間後單位A、單位B及單位C之現金流量乃分別按管理層釐定穩定增長率0%、0%及3%（二零一六年：0%）推算。其他計算使用價值之主要假設與估計現金流入╱流出（包括收入及各利潤率）有關，該等估計乃根據單位之過往表現及管理層對市場發展之預期作出。管理層相信，任何該等假設之可能合理潛在變動不會導致現金產生單位總賬面值超出可收回總金額。

18. 無形資產

17. Goodwill (continued)

The recoverable amount of the CGUs has been determined

based on a value in use cash calculations. That calculation uses

cash flow projections based on financial budgets approved by

management covering a five-year period, and a pre-tax discount

rate of 17.61%, 18.26% and 17.22% for Unit A, Unit B and Unit

C respectively. The set of cash flows beyond five-year period

are extrapolated using a steady growth rate of 0% (2016:0%),

0% and 3% for Unit A, Unit B and Unit C, respectively and

as determined by management. Other key assumptions for

the value in use calculations relate the estimation of cash

inflows/outflows which include income and respective profit

margin, such estimation is based on unit’s past performance

and management’s expectations for the market development.

Management believes that any reasonably possible change

in any of these assumptions would not cause the aggregate

carrying amount of the CGUs to exceed the aggregate

recoverable amount.

18. Intangible AssetsLicense for

parallel-import of vehicle

Property management

contracts Total

平行進口汽車牌照 物業管理合約 總計

RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元

COST 成本At 1 January 2016 於二零一六年一月一日 – – –

Arising on acquisitions of subsidiaries 因收購附屬公司而產生 990 2,095 3,085

At 31 December 2016 於二零一六年十二月三十一日 990 2,095 3,085

Arising on acquisitions of subsidiaries 因收購附屬公司而產生 – 2,398 2,398

At 31 December 2017 於二零一七年十二月三十一日 990 4,493 5,483

AMORTISATION 攤銷At 1 January 2016 於二零一六年一月一日 – – –

Charge for the year 年內扣除 25 104 129

At 31 December 2016 於二零一六年十二月三十一日 25 104 129

Charge for the year 年內扣除 198 458 656

At 31 December 2017 於二零一七年十二月三十一日 223 562 785

CARRYING AMOUNTS 賬面值At 31 December 2017 於二零一七年十二月三十一日 767 3,931 4,698

At 31 December 2016 於二零一六年十二月三十一日 965 1,991 2,956

– F-814 –

中國奧園地產集團股份有限公司　二零一七年年報 221

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

18. 無形資產（續）汽車平行進口牌照根據執行董事的最佳估計於五年期間按直線法攤銷。

與物業管理合約有關的無形資產具有無限可使用年期，於餘下五年期間按直線法攤銷。

19. 於合營企業的權益

附註： 未變現溢利與本集團應佔來自應收株洲奧園及株洲金業款項的利息收入有關。該等利息開支已於株洲奧園及株洲金業之可供銷售物業中資本化及於二零一七年十二月三十一日並無出售物業。

18. Intangible Assets (continued)

The licence for parallel-import of vehicle is amortised on a

straight-line basis over a term of five years based on the

executive directors’ best estimate.

The intangible assets in related to property management

contracts have finite useful lives and are amortised on a

straight-line basis over the remaining term of five years.

19. Interests in Joint Ventures2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Unlisted cost of investment 非上市投資成本 221,310 219,110

Share of post acquisition loss and other

comprehensive expense

應佔收購後虧損及其他全面開支(150,671) (34,281)

Unrealised profit (note) 未變現溢利（附註） (26,890) (21,039)

43,749 163,790

Note: The unrealised profit related to the Group’s attributable interest income from the amounts due from Zhuzhou Aoyuan and Zhuzhou Jinye. Such interest expenses were capitalised in properties for sale of Zhuzhou Aoyuan and Zhuzhou Jinye and the properties were not sold at 31 December 2017.

– F-815 –

China Aoyuan Property Group Limited Annual Report 2017222

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

19. 於合營企業的權益（續）於報告期間結束時本集團旗下主要合營企業的詳情如下：

附註： 根據株洲奧園及株洲金業之組織章程細則，本集團有權委任株洲奧園及株洲金業董事會四名董事中的兩名，董事會對株洲奧園及株洲金業之所有營運及融資決策負責。在做出相關經營決策時須董事會一致同意。各方均在無其他合營企業同意的情況下不得指導活動，各方不得單獨控制株洲奧園及株洲金葉。因此，株洲奧園及株洲金業繼續作為本集團合營企業入賬。

19. Interests in Joint Ventures (continued)

Details of the Group’s principal joint ventures at the end of the

reporting period are as follows:

Name of entity

Place of

establishment/

principal place

of operation

Proportion of

registered capita/

voting rights held

by the Group Registered capital Principal activity

實體名稱成立╱主要營業地點

本集團所持有註冊資本╱投票權比例 註冊資本 主要業務

2017 2016 2017 2016

二零一七年 二零一六年 二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Guangzhou Baoao Real Estate

Development Limited

(“Guangzhou Baoao”)

廣州保奧房地產開發有限公司（「廣州保奧」）

PRC

中國50% 50% 10,000 10,000 Property investment

物業投資

Zhuzhou Aoyuan Property Development

Company Limited (“Zhuzhou Aoyuan”)

(Note)

株洲奧園房地產開發有限公司（「株洲奧園」） （附註）

PRC

中國85.71% 85.71% 140,000 140,000 Property development

物業發展

Zhuzhou Jinye Property Development

Company Limited (“Zhuzhou Jinye”)

(Note)

株洲金業房地產開發有限公司（「株洲金業」） （附註）

PRC

中國78.49% 78.49% 93,000 93,000 Property development

物業發展

Note: According to the Articles of Association of Zhuzhou Aoyuan and Zhuzhou Jinye, the Group has power to appoint two out of four directors in the board of Zhuzhou Aoyuan and Zhuzhou Jinye, and the boards of directors are responsible for all operating and financing decisions of Zhuzhou Aoyuan and Zhuzhou Jinye. Unanimous consent of the directors is required on making relevant operating decisions. Each of the investors cannot direct the activities without consensus of the other joint ventures, and each party cannot individually control Zhuzhou Aoyuan and Zhuzhou Jinye. Therefore, Zhuzhou Aoyuan and Zhuzhou Jinye are continuously accounted for as joint ventures of the Group.

– F-816 –

中國奧園地產集團股份有限公司　二零一七年年報 223

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

19. 於合營企業的權益（續）本集團於合營企業的主要權益之相關財務資料概述如下：

19. Interests in Joint Ventures (continued)

The summarised financial information in respect of the Group’s

principal interests in joint ventures are set out below:

Guangzhou Baoao 2017 2016

廣州保奧 二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 21,942 21,905

Non-current assets 非流動資產 364,200 358,500

Current liabilities 流動負債 319,561 319,489

Non-current liabilities 非流動負債 14,146 12,729

Profit and total comprehensive income

for the year

年內溢利及全面收益總額4,248 8,363

Zhuzhou Aoyuan 2017 2016

株洲奧園 二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 2,230,013 2,641,671

Non-current assets 非流動資產 54,471 28,572

Current liabilities 流動負債 1,623,825 1,931,447

Non-current liabilities 非流動負債 600,000 600,000

Loss and total comprehensive expense

for the year

年內虧損及全面開支總額(78,137) (38,681)

Zhuzhou Jinye 2017 2016

株洲金業 二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Current assets 流動資產 1,636,817 2,066,679

Non-current assets 非流動資產 36,476 15,531

Current liabilities 流動負債 1,063,153 1,478,998

Non-current liabilities 非流動負債 620,000 550,000

Loss and total comprehensive expense

for the year

年內虧損及全面開支總額(63,072) (4,031)

– F-817 –

China Aoyuan Property Group Limited Annual Report 2017224

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

20. 於聯營公司的權益

於報告期間結束時本集團旗下聯營企業的詳情如下：

* 該等公司均為冠基之全資附屬公司。

20. Interests in Associates2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Unlisted cost of investment 非上市投資成本 170,000 –

Share of post acquisition profit 應佔收購後溢利 3 –

170,003 –

Details of the Group’s associates as at the end of the reporting

period are as follows:

Name of entity

Place of

incorporation/

principal place

of operation

Attributable interest

indirectly held

by the Group Registered capital Principal activity

實體名稱註冊成立╱主要營業地點 本集團間接所持應佔權益 註冊資本 主要業務

2017 2016 2017 2016

二零一七年 二零一六年 二零一七年 二零一六年(’000) (’000)

（千元） （千元）

Guangdong Hongao Land Operation

Company Limited (“Guangdong Hongao”)

廣東宏奧土地經營有限公司（「廣東宏奧」）

PRC

中國49% N/A

不適用RMB100,000

人民幣100,000

N/A

不適用Land development

土地開發

Guanji Investments

Company Limited (“Guanji”)

冠基投資有限公司（「冠基」）

BVI

英屬處女群島28% N/A

不適用USD50

50美元N/A

不適用Investment holding

投資控股

Golden Shining Investment Limited

金輝煌投資有限公司*

Hong Kong

香港28% N/A

不適用HKD10

10港元N/A

不適用Investment holding

投資控股

Enping Golden Shining Tourism

Development Company Limited

恩平金輝煌旅遊開發有限公司*

PRC

中國28% N/A

不適用HKD20,000

20,000港元N/A

不適用Property development

物業發展

Hebei Tiantong Aoyuan Property

Development Limited (“Hebei Tiantong”)

河北天同奧園房地產開發有限公司 （「河北天同」）

PRC

中國30% N/A

不適用RMB100,000

人民幣100,000

N/A

不適用Property development

物業發展

* These companies are wholly-owned subsidiaries of Guanji.

– F-818 –

中國奧園地產集團股份有限公司　二零一七年年報 225

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

20. 於聯營公司的權益（續）本集團於聯營企業的權益之相關財務資料概述如下：

20. Interests in Associates (continued)

The summarised financial information in respect of the Group’s

interests in associates are set out below:

Guangdong Hongao 2017

廣東宏奧 二零一七年RMB’000

人民幣千元

Current assets 流動資產 84,087

Current liabilities 流動負債 84,080

Profit and total comprehensive income

for the year

年內溢利及全面收益總額7

Guanji 2017

冠基 二零一七年RMB’000

人民幣千元

Current assets 流動資產 880,178

Non-current assets 非流動資產 5,441

Current liabilities 流動負債 232,619

Non-current liabilities 非流動負債 153,000

Hebei Tiantong 2017

河北天同 二零一七年RMB’000

人民幣千元

Current assets 流動資產 210,266

Current liabilities 流動負債 110,266

– F-819 –

China Aoyuan Property Group Limited Annual Report 2017226

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

21. 可供出售投資

截至二零一七年十二月三十一日，本集團以代價人民幣35,123,000元（二零一六年：人民幣：30,950,000元）出售可供出售投資，佔山水盛典文化產業有限公司（一間於中國成立的未上市實體）的2.28%

（二零一六年：7.27%）股權，乃按成本減出售前公平值入賬。出售收益（經扣除所得稅開支人民幣7,289,000元）人民幣29,153,000元（二零一六年：人民幣：11,919,600元）已於本年度從其他全面收益重新分類至損益。

22. 遞延稅項為於綜合財務狀況表中呈報，若干遞延稅項資產及負債已抵銷。就財務申報目的而言的遞延稅項結餘分析如下：

21. Available-for-sale Investment2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Unlisted investment 未上市投資 – 9,707

During the year ended 31 December 2017, the Group disposed

of the AFS investment for a consideration of RMB35,123,000

(2016: RMB30,950,000), which represents 2.28% (2016:

7.27%) of equity interest in 山水盛典文化產業有限公司, an

unlisted entity established in the PRC, and is measured at fair

value before disposal. A gain on disposal of RMB29,153,000

(2016: RMB11,919,600), netting off of income tax expense of

RMB7,289,000 has been reclassified from other comprehensive

income to profit or loss in current year.

22. Deferred Taxations

For the purpose of presentation in the consolidated statement

of financial position, certain deferred tax assets and liabilities

have been offset. The following is the analysis of the deferred

tax balances for financial reporting purposes:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Deferred tax assets 遞延稅項資產 (305,272) (183,279)

Deferred tax liabilities 遞延稅項負債 691,196 582,560

385,924 399,281

– F-820 –

中國奧園地產集團股份有限公司　二零一七年年報 227

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

22. Deferred Taxations (continued)

The deferred tax (assets) liabilities recognised by the Group

and movements thereon during the year are as follows:

Change in fair value of investment properties

Revaluation of properties Tax losses

Undistributed earnings

of PRC subsidiaries

Temporary differences

of LAT payables

Other temporary differences Total

公平值變動 物業重估 稅項虧損中國附屬公司未分派盈利

應付土地增值稅

暫時差額 其他暫時差額 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

At 1 January 2016 於二零一六年一月一日 416,401 33,671 (140,814) 30,000 (68,586) 12,294 282,966Acquisitions of subsidiaries (note 46)

收購附屬公司（附註46）– – (27,477) – – 524 (26,953)

Charge (credit) to profit or loss for the year (note 10)

於年度損益內支出（計入） （附註10） 116,301 – (32,105) – 31,828 26,309 142,333

Charged to other comprehensive income

於其他全面收益內支出– – – – – 935 935

At 31 December 2016 於二零一六年十二月三十一日 532,702 33,671 (200,396) 30,000 (36,758) 40,062 399,281Acquisitions of subsidiaries (note 46)

收購附屬公司（附註46）– – (1,252) – – 3,253 2,001

Disposal of subsidiaries (note 47) 出售附屬公司（附註47） – – 4,891 – – – 4,891Charge (credit) to profit or loss for the year (note 10)

於年度損益內支出（計入） （附註10） 138,635 – (69,694) (2,581) (42,551) (50,412) (26,603)

Charged to other comprehensive income

於其他全面收益內支出– – – – – 6,354 6,354

At 31 December 2017 於二零一七年十二月三十一日 671,337 33,671 (266,451) 27,419 (79,309) (743) 385,924

22. 遞延稅項（續）本集團確認的遞延稅項（資產）負債及其於年內的變動如下：

– F-821 –

China Aoyuan Property Group Limited Annual Report 2017228

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

22. 遞延稅項（續）於二零一七年十二月三十一日，本集團有擁有尚未動用稅項虧損人民幣1,935,425,000元（二零一六年：人民幣1,380,317,000元）， 可 用 作 抵 銷 未來溢利。已就該稅項虧損中人民幣1,065,804,000元（二零一六年：人民幣801,584,000元）確認遞延稅項資產。由於不可預測未來溢利表，因此並未就餘下人民幣869,621,000元（二零一六年：人民幣578,733,000元）的稅項虧損確認遞延稅項資產。未確認稅項虧損將於以下年份到期：

根據中國企業所得稅法，自二零零八年一月一日起，中國附屬公司在就其所賺取溢利宣派股息時須繳交預扣稅。由於本集團可控制撥回暫時差額之時間，而有關暫時差額於可預見之將來不會撥回，故此並無於兩個年度之綜合財務報表內就中國附屬公司之累計溢利所應佔之暫時差額人民幣10,457,669,000元（二零一六年：人民幣8,107,921,000元）有關之遞延稅項作出撥備。

22. Deferred Taxations (continued)

As at 31 December 2017, the Group had unused tax losses

of RMB1,935,425,000 (2016: RMB1,380,317,000) available

to offset against future profits. A deferred tax asset has

been recognised in respect of RMB1,065,804,000 (2016:

RMB801,584,000) of such tax losses. No deferred tax asset

has been recognised in respect of the remaining tax losses

of RMB869,621,000 (2016: RMB578,733,000) due to the

unpredictability of future profits streams. The unrecognised

tax losses will expire in the follow years:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

2017 二零一七年 – 131,626

2018 二零一八年 45,494 51,260

2019 二零一九年 46,654 59,816

2020 二零二零年 127,476 134,935

2021 二零二一年 196,112 201,096

2022 二零二二年 453,885 –

869,621 578,733

Under the EIT Law of PRC, withholding tax is imposed

on dividends declared in respect of profits earned by PRC

subsidiaries from 1 January 2008 onwards. Deferred taxation

has not been provided for both years in the consolidated

financial statements in respect of temporary differences

attributable to accumulated profits of the PRC subsidiaries

amounting to RMB10,457,669,000 (2016: RMB8,107,921,000)

as the Group is able to control the timing of the reversal of

the temporary differences and it is probable that the temporary

differences will not reverse in the foreseeable future.

– F-822 –

中國奧園地產集團股份有限公司　二零一七年年報 229

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

23. 收購附屬公司已付訂金

於二零一七年十二月三十一日，本集團就收購陝西龍騰華德房地產開發有限公司、廣漢鼎興置業有限公司、恩平進升房地產開發有限公司、成都新西南房地產有限公司、龍榮發展有限公司、深圳市鴻富建築勞務有限公司及青島盛世嘉德商業發展有限公司之股權分別支付150,220,000

元， 人 民 幣191,990,000元， 人 民 幣60,000,000元，人民幣245,000,000元，人民幣26,012,000元，人民幣35,000,000

元及人民幣220,000,000元的訂金。

於二零一六年十二月三十一日，本集團就透過向獨立第三方收購佛山市南海恒德勝嘉置業有限公司、寧波迪賽前豐置業有限公司、寧波海拓置業有限公司及寧波天派置業有限公司的股權，收購中國佛山及浙江的地塊作出訂金人民幣50,000,000元及人民幣80,000,000元。本集團已於截至二零一七年十二月三十一日止年度完成收購上述附屬公司。有關收購事項的詳情載於附註46(a)。

24. 收購一間合營企業已付訂金

於二零一七年十二月三十一日，本集團就自獨立第三方收購一間合營企業奧維房地產發展投資有限公司支付人民幣39,229,000元（二零一六年：無）。

23. Deposits Paid for Acquisitions of Subsidiaries

As at 31 December 2017, the Group has made deposits

of RMB150,220,000, RMB191,990,000, RMB60,000,000,

RMB245,000,000, RMB26,012,000, RMB35,000,000 and

RMB220,000,000 in relation to the acquisitions of equity

interests in 陝西龍騰華德房地產開發有限公司 Shaanxi Longteng

Huade Property Development Investment Co., Ltd., 廣漢鼎興置業有限公司 Guanghan Dingxin Property Co., Ltd., 恩平進升房地產開發有限公司 Enping Jinsheng Property Development Co.,

Ltd., 成都新西南房地產有限公司 Chengdu Xinxinan Property Co.,

Ltd.,龍榮發展有限公司 Longrong Development Co., Ltd. 深圳市鴻富建築勞務有限公司 Shenzhen Hongfu Construction Labor

Co., Ltd. and 青島盛世嘉德商業發展有限公司 Qingdao Shengshi

Jiade Commercial Development Co., Ltd. respectively.

As at 31 December 2016, the Group had made deposits

of RMB50,000,000 and RMB80,000,000 in relation to the

acquisition of parcels of land in Foshan and Zhejiang, the PRC

through acquisition of equity interests in 佛山市南海恒德勝嘉置業有限公司 Foshan Nanhai Hengde Shengjia Property Company

Limited, 寧波迪賽前豐置業有限公司 Ningbo Disai Qianfeng

Real Estate Company Limited, 寧波海拓置業有限公司 Ningbo

Haituo Real Estate Company Limited and 寧波天派置業有限公司

Ningbo Tianpai Real Estate Company Limited from independent

third parties. The Group has completed aforesaid acquisitions

of subsidiaries during the year ended 31 December 2017.

Details of aforesaid acquisitions are set out in note 46(a).

24. Deposit Paid for Acquisition of a Joint Venture

As at 31 December 2017, the Group has made deposit of

RMB39,229,000 (2016: nil) in relation to the acquisition of

a joint venture 奧維房地產發展投資有限公司 Aowei Property

Development Investment Co., Ltd. from an independent third

party.

– F-823 –

China Aoyuan Property Group Limited Annual Report 2017230

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

25. 應收一間附屬公司一名非控股股東款項－非即期結餘為應收一間附屬公司一名非控股股東款項，其中人民幣79,383,000元（二零一六年：無）按年利率8%計息及人民幣13,000,000（二零一六年：無）不計息。總結餘由非控股股東持有的附屬公司的股權作抵押，並將於二零一九年四月十一日到期。

26. 應收合營企業款項－非即期

應收一間合營企業廣州保奧房地產開發有限公司（由本集團及廣東保利房地產開發有限公司共同控制）的餘額為人民幣152,029,000元（二零一六年：人民幣152,009,000元）。

該款項並無抵押、免息及用於合營企業的物業發展，預期不會於一年內償還。

27. 可供銷售物業

數額內包括可供銷售發展中物業人民幣16,307,520,000 元（二零一六年：人民幣7,133,778,000元）預期將於報告期結束一年後落成。

於二零一七年十二月三十一日，本集團賬面值為人民幣12,868,581,000 元（二零一六年：人民幣4,142,315,000元）的若干可供銷售物業已用作本集團獲授若干銀行融資的抵押。

25. Amount due from a Non-Controlling Shareholder of a Subsidiary – Non-Current

The balance represents amount due from a non-controlling

shareholder of a subsidiary, of which, RMB79,383,000

(2016: nil) is carrying interest at rate of 8% per annum and

RMB13,000,000 (2016: nil) is interest free. The total balance

was secured by the equity interest in the subsidiary held by the

non-controlling shareholders and will mature on 11 April 2019.

26. Amount due from a Joint Venture – Non-Current

The balances represents an amount of RMB152,029,000 (2016:

RMB152,009,000) due from a joint venture, Guangzhou Baoao

Real Estate Development Limited, which is jointly controlled

by the Group and 廣東保利房地產開發有限公司.

The amount is unsecured, interest-free and used for the joint

ventures’ properties development, and is not expected to be

repaid within one year.

27. Properties for Sale2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Properties for sale comprise of: 可供銷售物業包括：

Completed properties 已落成物業 10,546,239 8,193,175

Properties under development 發展中物業 66,522,786 35,293,399

77,069,025 43,486,574

Included in the amount are properties under development

for sale of RMB16,307,520,000 (2016: RMB7,133,778,000) in

relation to property development projects that are expected to

complete after one year from the end of the reporting periods.

At 31 December 2017, certain of the Group’s properties

for sale with carrying value of RMB12,868,581,000 (2016:

RMB4,142,315,000) were pledged for certain banking facilities

granted to the Group.

– F-824 –

中國奧園地產集團股份有限公司　二零一七年年報 231

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

28. 貿易及其他應收款

附註：

(a) 出售物業的代價由買方根據有關買賣協議的條款支付。

根據相關物業服務協議的條款收取管理費和服務費，通常在向居民發出通知單後的30天至90天內。物業運營服務的每位客戶均有指定信用額度。

以下為根據交付物業及銷售確認當日釐定的貿易應收款的賬齡分析：

貿易應收款主要指應收物業買家的款項人民 幣277,473,000元（二 零 一 六 年： 人 民 幣171,392,000元）及就客戶購買貨物應收客戶及業主物業管理服務應收租戶的款項人民幣167,083,000元（二零一六年：人民幣72,626,000元）。

28. Trade and Other Receivables2017 2016

二零一七年 二零一六年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

Trade receivables 貿易應收款 (a) 444,556 244,018

Rental receivables 租金應收款項 (b) 36,878 34,062

Other receivables 其他應收款項 (c) 3,723,496 1,402,205

Security deposits 抵押按金 479,992 363,054

Advances to constructors and suppliers 墊付承建商及供應商款項 605,700 213,637

Deposits paid for potential purchases

of land use rights and property

projects

就可能購買土地使用權及 物業開發項目而支付 之訂金 1,079,379 536,171

Other tax prepayments 其他稅項預付款 1,530,308 811,310

7,900,309 3,604,457

Analysis for reputing purpose: 作聲譽分析目的：Non-current assets 非流動資產 492,996 –

Current assets 流動資產 7,407,313 3,604,457

7,900,309 3,604,457

Notes:

(a) Considerations in respect of properties sold are paid by purchasers in accordance with the terms of the related sale and purchase agreements.

Management and services fee is received in accordance with the terms of the relevant property service agreements, normally within 30 days to 90 days after the issuance of demand note to the residents. Each customer from the property operation services has a designated credit limit.

The following is the aging analysis of trade receivables determined based on the date of the properties delivered and sales were recognised:

2017 2016二零一七年 二零一六年

RMB’000 RMB’000人民幣千元 人民幣千元

0 to 60 days 0 至60 日 248,545 126,43761 to 180 days 61 至180 日 47,737 18,302181 to 365 days 181 至365 日 45,342 22,9691 to 2 years 1 至2 年 33,628 34,5332 to 3 years 2 至3 年 33,496 19,659Over 3 years 超過3年 35,808 22,118

444,556 244,018

Trade receivables mainly represent receivables amounting to RMB277,473,000 (2016: RMB171,392,000) from properties buyers and RMB167,083,000 (2016: RMB72,626,000) from customers for purchases of goods and tenants for property management services.

– F-825 –

China Aoyuan Property Group Limited Annual Report 2017232

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

28. 貿易及其他應收款（續）附註：（續）

有關購買貨物的批發客戶付款條款主要為賒銷。該等批發客戶獲提供自發出發票日期起0至60天的信貸期。零售客戶並無獲授信貸期。

於釐定貿易應收款之可收回性時，本集團會考慮自最初授出信貸的日期起計至報告期末止貿易應收款信貸質素的任何變動。

於二零一七年十二月三十一日，賬齡超過一年之應收款為人民幣102,932,000元（二零一六年：人民幣76,310,000元）已逾期但並無減值。本公司管理層認為，由於該等應收款的信貸質素並無重大變化，且根據過往記錄該等款額仍被視為可收回，因此不須就該等應收款計提減值撥備。

(b) 應收租戶的租金須於提呈付款通知書時支付。

(c) 於二零一七年十二月三十一日，該餘額主要包括以下重大款項：

(i) 就本公司的間接附屬公司廣州蘿奧房地產開發有限公司（「蘿奧房地產開發」）所進行物業項目而已付廣州市蘿崗區蘿崗街蘿崗社區經濟聯合社（「蘿崗社區經濟聯合社」）及廣州市頤境投資有限公司（「頤境投資」）的訂金人民幣50,000,000元（二零一六年：人民幣100,000,000元），詳情載於附註41(b)。

(ii) 就位於廣東省和廣西省的兩個重建項目向獨立第三方支付人民幣492,996,000元（二零一六年：無）的餘額。重建將需要逾一年方可完成。倘本集團可於重建完成後就地塊進行投標拍賣，將全部退還應收款餘額或餘額加上利息。

(iii) 已向深圳市平安德成投資有限公司支付之訂金人民幣340,580,000元（二零一六年：無）為深圳市平安德成投資有限公司之短期借款人民幣800,000,000元（二零一六年：無）的保證金。借款償還後餘額將全部退還。

(iv) 指應收廣州市番禺冠華房地產開發有限公司及中山市恆力信建材有限公司的款項人民幣405,195,000元（二零一六年：無）及人民幣100,000,000元（二零一六年：無）之結餘因收購事項註銷而產生。餘額將於二零一八年全額退還。

28. Trade and Other Receivables (continued)Notes: (continued)

Payments terms with wholesale customer for purchases of goods are mainly on credit. The wholesale customers are allowed a credit period of 0 to 60 days from date of issuance of the invoices. There is no credit period granted for retail customers.

In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the end of the reporting period.

As at 31 December 2017, there were receivables amounting to RMB102,932,000 (2016: RMB76,310,000) aged more than 1 year that were past due but not impaired. The management of the Company is of the opinion that no provision for impairment is necessary in respect of these receivables as there has not been a significant change in credit quality and amounts are still considered recoverable based on historical experience.

(b) Rental receivables from tenants are payable on presentation of demand notes.

(c) As at 31 December 2017, the balance mainly includes following significant amounts:

(i) Deposits of RMB50,000,000 (2016: RMB100,000,000) paid to 廣州市蘿崗區蘿崗街蘿崗社區經濟聯合社 (“Luogang Business Association”) and 廣州市頤境投資有限公司 (“Yijing Investment”) for the property project carried out by 廣州蘿奧房地產開發有限公司 (“Luo Ao Real Estate Development”), a subsidiary indirectly owned by the Company, details refer to note 41(b).

(ii) Balance of RMB492,996,000 (2016: nil) paid to independent third parties for two redevelopment projects located in Guangdong province and Guangxi province. The reconstruction will take more than one year to complete. The balance of receivables would be fully refunded or refunded with interest subject to the condition if the Group could bid the auction on the parcel of land after completion of reconstruction.

(iii) Deposit of RMB340,580,000 (2016: nil) paid to 深圳市平安德成投資有限公司 represents security deposit paid for a short term borrowing of RMB800,000,000 (2016: nil) from 深圳市平安德成投資有限公司. The balance will be fully refunded after the borrowing is repaid.

(iv) Balances of RMB405,195,000 (2016: nil) and RMB100,000,000 (2016: nil) represent receivables from 廣州市番禺冠華房地產開發有限公司 and 中山市恒力信建材有限公司 respectively due to the cancellation of acquisition. The balances will be fully refunded in 2018.

– F-826 –

中國奧園地產集團股份有限公司　二零一七年年報 233

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

29. 收購土地使用權及物業項目已付訂金於二零一七年十二月三十一日，本集團已就向政府及第三方收購若干地塊及物業項目而支付按金人民幣1,114,490,000元（二零一六年：147,053,000）。本公司執行董事認為，上述交易預期於報告期末起十二個月內完成。

30. 應收╱付附屬公司之非控股股東款項－即期於二零一七年十二月三十一日，應收附屬公司非控股股東款項餘額包括(i)應收廣東加利申房地產開發集團有限公司款項人民幣172,800,000元（二零一六年：無），年利率為10%，將於二零一八年十二月十一日到期及(ii)應收一間附屬公司非控股股東款項人民幣184,000,000元（二零一六年：無），年利率為12%，將於二零一八年十二月十五日到期。

應收及應付附屬公司非控股股東款項餘下餘額為無抵押、免息及須於要求時償還。本公司執行董事認為，預計將在報告期末後的十二個月內收取應收附屬公司非控股股東款項，因此該款項被分類為流動資產。

29. Deposits Paid for Acquisitions of Land Use Rights and Property Projects

As at 31 December 2017, the Group has made deposits of

RMB1,114,490,000 (2016: RMB147,053,000) in relation to the

acquisitions of several parcels of land and property projects

from governments and third parties. In the opinion of the

executive directors of the Company, the aforesaid transactions

are expected to be completed within twelve months from the

end of the reporting period.

30. Amounts due from/to Non-Controlling Shareholders of Subsidiaries – Current

Included in the balances of amounts due from non-controlling

shareholders of subsidiaries as at 31 December 2017, are

(i) an amount due from 廣東加利申房地產開發有限公司

Guangdong Jialishen Property Development Group Co., Ltd of

RMB172,800,000 (2016: nil) with an interest rate of 10% per

annum, which will be matured on 11 December 2018; and (ii) an

amount due from non-controlling shareholders of a subsidiary

of RMB184,000,000 (2016: nil) with an interest rate of 12% per

annum, which will be matured on 15 December 2018.

The remaining balances of amounts due from non-controlling

shareholders of subsidiaries and amounts due to non-controlling

shareholders of subsidiaries are unsecured, interest-free and

repayable on demand. In the opinion of the executive directors

of the Company, it is expected to receive the amounts due

from non-controlling shareholders of subsidiaries within twelve

months from the end of the reporting period, and therefore the

amounts are classified as current assets.

– F-827 –

China Aoyuan Property Group Limited Annual Report 2017234

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

31. 應收關連公司款項於二零一七年十二月三十一日之結餘主要指應收一間關連公司株洲市天郡房地產開發有限公司（「株洲天郡」，一間在中國成立的實體）款項人民幣71,381,000元（二零一六年：人民幣88,206,000元）。株洲天郡由馮遠徵及胡冉控制，而馮遠徵及胡冉為若干附屬公司的非控股股東及若干合營企業的合夥人。該等款項無抵押、免息及須於要求時償還。本公司執行董事認為，預計於報告期末起計十二個月內收取應收關連公司款項，因此該款項分類為流動資產。

32. 應收合營企業款項－即期人 民 幣100,000,000元（二 零 一 六 年：人 民 幣100,000,000元） 及 人 民 幣50,000,000元（二 零 一 六 年： 人 民 幣50,000,000元）乃分別應收本集團合營企業株洲奧園及株洲金業。該等款項無抵押、按5%（二零一六年：20%）之年利率計息及須於要求時償還。

其餘結餘無抵押、免息及須於要求時償還。本公司執行董事認為，本集團預計於報告期末起計十二個月內收取應收合營企業款項的餘額，因此該款項分類為流動資產。

33. 應收╱應付聯營公司款項其餘結餘無抵押、免息及須於要求時償還。本公司執行董事認為，本集團預計於報告期末起計十二個月內收取應收聯營公司款項的餘額，因此該款項分類為流動資產。

31. Amounts due from Related Parties

The balances as at 31 December 2017, mainly represent an

amount of RMB71,381,000 (2016: RMB88,206,000) due from

a related party, 株州市天郡房地產開發有限公司 Zhuzhou Tianjun

Properties Development Company Ltd. (“Zhuzhou Tianjun”),

an entity established in the PRC, which is controlled by 馮遠徵 and 胡冉, whom are non-controlling shareholders of certain

subsidiaries and partners of certain joint ventures. The amounts

are unsecured, interest-free and repayable on demand. In

the opinion of the executive directors of the Company, it is

expected to receive the amounts due from related parties

within twelve months from the end of the reporting period,

and therefore the amounts are classified as current assets.

32. Amounts, due from Joint Ventures – Current

The amounts of RMB100,000,000 (2016: RMB100,000,000)

and RMB50,000,000(2016: RMB50,000,000) are due from

Zhuzhou Aoyuan and Zhuzhou Jinye, joint ventures of the

Group, respectively. The amount is unsecured, carrying interest

at rate of 5% (2016: 20%)per annum and repayable on demand.

The remaining balances are unsecured, interest-free and

repayable on demand. In the opinion of the executive directors

of the Company, the Group is expected to receive the balance

of amounts due from joint ventures within twelve months from

the end of the reporting period, and therefore the amounts are

classified as current assets.

33. Amounts due from/to Associates

The balances are unsecured, interest-free and repayable on

demand. In the opinion of the executive directors of the

Company, the Group is expected to receive the balances of

amounts due from associates within twelve months from the

end of the reporting period, and therefore the amounts are

classified as current assets.

– F-828 –

中國奧園地產集團股份有限公司　二零一七年年報 235

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

34. 按公平值計入損益之金融資產

按公平值計入損益之金融資產人民幣200,000,000元（二零一六年：無）指由證券公司發行的貨幣市場基金投資。市場資金投資的價值參照主要包括在中國的股權及債務投資（包括中國上市股票、貨幣基金、資產支持證券）等相關投資的表現而有所不同。因此，市場資金投資被指定為按公平值計入損益。

35. 衍生金融工具

於截至二零一六年十二月三十一日止年度，本集團訂立外匯遠期合約，以降低本集團美元優先票據的外匯波動風險。本集團有以下預定到期日的外匯遠期合約。主要條款如下：

34. Financial Asset Designated as at Fair Value through Profit or Loss

Financial asset designated as at FVTPL of RMB200,000,000

(2016: nil) represents money market funds investment issued

by a securities corporation. The value of the market funds

investment varies by reference to the performance of the

underlying investments mainly comprising equity and debt

investments in the PRC including PRC listed stocks, monetary

funds, assets backed securities and therfore are designated

as at FVTPL.

35. Derivative Financial Instruments2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Derivative financial instruments not

designated as hedging instruments:

並未指定為對沖的衍生金融工具：

Foreign currency forward contracts 外匯遠期合約 4,377 142,402

During the year ended 31 December 2016, the Group entered

into foreign currency forward contracts to reduce the risk

of currency exchange fluctuation of the Group’s USD senior

notes. The Group has the following foreign currency forward

contracts with predetermined maturity date. Their major terms

are as follows:

Notional amount Maturity Forward contract rates

名義金額 到期時間 遠期合約利率

Buy USD150,000,000 17 January 2017 RMB6.6885: USD1

買入150,000,000美元 二零一七年一月十七日 人民幣6.6885元：1美元Buy USD223,650,200 24 January 2017 RMB6.7069: USD1

買入223,650,200美元 二零一七年一月二十四日 人民幣6.7069元：1美元Buy USD74,515,648 24 January 2017 RMB6.7100: USD1

買入74,515,648美元 二零一七年一月二十四日 人民幣6.7100元：1美元Buy USD100,000,000 8 February 2017 RMB6.6778: USD1

買入100,000,000美元 二零一七年二月八日 人民幣6.6778元：1美元

– F-829 –

China Aoyuan Property Group Limited Annual Report 2017236

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

35. 衍生金融工具（續）

截至二零一七年十二月三十一日止年度，上述所有外匯遠期合約已到期並結算合共人民幣67,190,000元。

此外，本集團已訂立另一項外匯遠期合約，以降低本集團美元優先票據貨幣匯兌波動風險，主要條款如下：

衍 生 金 融 工 具 公 平 值 虧 損 人 民 幣78,484,000元已於本年確認為損益。

36. 受限制銀行存款╱銀行結餘及現金

受限制銀行存款於二零一七年十二月三十一日，結餘指總額人民幣1,622,869,000 元（二零一六年：人民幣485,578,000元）之存款，已予抵押以取得銀行授出的短期信貸融資，並按浮動年利率0.38%至3.25%計息（二零一六年：0.38%至2.45%）及人民幣148,011,000元之工程保證金（二零一六年：無）。

銀行結餘及現金根據二零一七年適用政府法規，銀行結餘及現金包括存入受限制銀行賬戶的結餘人民幣4,986,633,000元（二零一六年：人民幣2,519,996,000元），僅可用於指定物業發展項目。

按浮動年利率0.30%至1.95%計息（二零一六年：0.30%至2.45%）。

35. Derivative Financial Instruments (continued)

During the year ended 31 December 2017, all of the above

foreign currency forward contracts were matured and settled

in an aggregate amount of RMB67,190,000.

Also, the Group has entered into another foreign currency

forward contract to reduce the risk of currency exchange

fluctuation of the Group’s USD senior notes and the major

terms are as follow:

Notional amount Maturity Forward contract rates

名義金額 到期時間 遠期合約利率

Buy USD88,460,000 24 October 2018 RMB6.7900: USD1

買入88,460,000美元 二零一八年十月二十四日 人民幣6.7900元：1美元

The fair value loss of the derivative financial instruments

amounting to RMB78,484,000 were recognised to profit and

loss in the current year.

36. Restricted Bank Deposits/Bank Balances and Cash

Restricted bank depositsAs at 31 December 2017, the balances represent deposits

amounting to RMB1,622,869,000 (2016: RMB485,578,000)

pledged for short term loan facilities granted by banks and

carrying interest at variable interest rates ranging from 0.38%

to 3.25% (2016: 0.38% to 2.45%) per annum and construction

securities amounting to RMB148,011,000 (2016: Nil).

Bank balances and cashIncluded in bank balances and cash are balances which,

in accordance with the applicable government regulations

prevailing in 2017, are placed in restricted bank accounts,

amounting to RMB4,986,633,000 (2016: RMB2,519,996,000),

which can only be applied in the designated property

development projects.

The bank balances carry interest at variable interest rates

ranging from 0.30% to 1.95% (2016: 0.30% to 2.45%) per

annum.

– F-830 –

中國奧園地產集團股份有限公司　二零一七年年報 237

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

37. 貿易及其他應付款╱銷售物業已收訂金

貿易及其他應付款

附註：

(a) 以下為根據發票日期釐定的貿易應付款的賬齡分析：

於二零一七年十二月三十一日，賬齡逾一年的貿易應付款結餘包括應付物業發展項目分包商的質量保證金人民幣495,814,000元（二零一六年：人民幣492,312,000元），約佔合約價格之5%至10%。

根據建築合約，質量保證金為免息，並將於完成物業開發起計1至3年後支付予分包商。

貿易應付款主要包括尚未支付給物業發展項目分包商的款項及尚未支付採購建築材料的款項。貿易採購的平均信貸期為六個月至一年。管理層密切監察應付款項的支付，確保所有應付款項於信貸限期內支付。本集團財務風險管理政策之詳情載於附註45。

37. Trade and Other Payables/Deposits Received for Sale of Properties

Trade and Other Payables

2017 2016

二零一七年 二零一六年NOTES RMB’000 RMB’000

附註 人民幣千元 人民幣千元

Trade payables 貿易應付款 (a) 7,294,500 4,568,181

Other payables 其他應付款項 2,771,313 1,927,635

Project consideration payables 應付項目代價 (b) 3,070,260 –

Acquisition consideration payables

(note 46(a))

應付代價（附註46(a)）2,070,842 218,000

Other taxes payables 其他應付稅項 414,837 80,684

15,621,752 6,794,500

Analysed for reputing purpose: 作分析聲譽之用：Non-current liabilities 非流動資產 1,042,259 –

Current liabilities 流動資產 14,579,493 6,794,500

15,621,752 6,794,500

Notes:

(a) The following is an aging analysis of trade payables determined based on the invoice date:

2017 2016二零一七年 二零一六年

RMB’000 RMB’000人民幣千元 人民幣千元

0 to 60 days 0至60日 3,215,299 1,753,00461 to 180 days 61 至180 日 1,502,680 955,048181 to 365 days 181至365日 1,709,756 482,2861 to 2 years 1至2年 440,636 600,5272 to 3 years 2至3年 122,311 366,545Over 3 years 超過3年 303,818 410,771

7,294,500 4,568,181

At 31 December 2017, the balance of trade payables with age over 1 year include retention money payable of RMB495,814,000 (2016: RMB492,312,000) to the sub-contractors of property development projects, which represents approximately 5% to 10% of the contract prices.

According to the construction contracts, the retention money is interest-free and would be paid to the sub-contractors in 1 to 3 years upon completion of development of the properties.

Trade payables principally comprise amounts outstanding for payments to sub-contractors of property development projects and purchases of construction materials. The average credit period for trade purchases is from 6 months to 1 year. The management closely monitors the payments of the payable to ensure that all payables are paid within the credit timeframe. Details of the financial risk management polices by the Group are set out in note 45.

– F-831 –

China Aoyuan Property Group Limited Annual Report 2017238

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

37. 貿易及其他應付款╱銷售物業已收訂金（續）

貿易及其他應付款（續）

附註：（續）

(b) 應付項目代價主要包括：

(i) 非即期其他應付款項人民幣520,089,000元（二零一六年：無）指自一名獨立第三方收購兩幅位於加拿大的地塊產生之應付代價，其由所收購土地作抵押，並於加拿大帝國商業銀行的最優惠利率加上每年2.3%的年利率計息，並將於二零二零年六月一日到期。

(ii) 非流動其他應付款人民幣522,170,000元（二零一六年：無）指自一名獨立第三方收購一塊位於加拿大的地塊而產生的應付代價，其由所收購土地作抵押，按5.5%的年利率計息並將於二零一九年六月十二日到期。

(iii) 於截至二零一七年十二月三十一日止年度，本公司全資附屬公司廣東奧園商業地產集團有限公司（「廣東奧園」）與一名獨立第三方以總代價人民幣1,500,000,000元（二零一六年：無）就購買位於中國泰興市若干物業發展項目訂立一項協議。該代價將於二零一八年以該等項目待售物業已收訂金逐步結算。

銷售物業己收訂金於二零一七年十二月三十一日，銷售物業已收訂金人民幣19,368,936,000元（二零一六年：人民幣10,633,501,000元）預計於報告期末後起計十二個月後撥回至損益。

38. 應付合營企業款項有關結餘指應付株洲奧園及株洲金業款項，為無抵押、免息及須於要求時償還。

37. Trade and Other Payables/Deposits Received for Sale of Properties (continued)

Trade and Other Payables (continued)

Notes: (continued)

(b) Project consideration payables mainly include:

(i) Non-current other payable amounting to RMB520,089,000 (2016: nil) represents consideration payable arising from acquisition of two parcels of land in Canada from an independent third party, which is secured by the land acquired, carrying interest at Canadian Imperial Bank of Commerce Prime Rate plus 2.3% per annum and will mature on 1 June 2020.

(ii) Non-current other payable amounting to RMB522,170,000 (2016: nil) represents consideration payable arising from acquisition one parcel of land in Canada from an independent third party, which is secured by the land acquired, carrying interest at 5.5% per annum and will mature on 12 June 2019.

(iii) During the year ended 31 December 2017, 廣東奧園商業地產集團有限公司 Guangdong Aoyuan Commercial Property Group Company Limited (“Guangdong Aoyuan”), a wholly owned subsidiary of the Company entered into an agreement with an independent third party for purchase of several property development projects situated in Taixing, the PRC, with total consideration of RMB1,500,000,000 (2016: nil). The consideration will be gradually settled with the deposits received from property for sale generated from these projects in 2018.

Deposits received for Sale of PropertiesAs at 31 December 2017, deposits received for sale of

properties of RMB19,368,936,000 (2016: RMB10,633,501,000)

is expected to be released to profit or loss after twelve months

from the end of the reporting date.

38. Amounts due to Joint Ventures

The balances represent amounts due to Zhuzhou Aoyuan

and Zhuzhou Jinye, which are unsecured, interest-free and

repayable on demand.

– F-832 –

中國奧園地產集團股份有限公司　二零一七年年報 239

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

39. 來自附屬公司非控股股東的貸款

有關餘額指來自附屬公司非控股股東的貸款，賬面值已人民幣按固定利率乎6.5%

至12.5%（二零一六年：固定利率介乎6.5%至12.5%）計值，本集團的待售物及投資物業作抵押，如附註27及附註16所披露。

39. Loans from Non-Controlling Shareholders of Subsidiaries

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

The carrying amounts are repayable: 須於以下時間償還之賬面值：Within one year 一年內 632,180 –

More than one year, but not

exceeding two years

1年以上但未超過2年1,257,500 252,100

More than two years, but not

exceeding five years

2年以上但未超過5年235,300 935,300

2,124,980 1,187,400

Less: Amount due within one year

shown under current liabilities

減：於流動負債項目內所示 於1年內到期款 (632,180) –

Amount due after one year 1年之後到期款項 1,492,800 1,187,400

The carrying amounts of above loans from non-controlling

shareholders of subsidiaries are dominated in RMB with fixed

rate ranging from 6.5% to 12.5% (2016: fixed rate ranging from

6.5% to 12.5%), which are secured by the Group’s properties

for sale and investment properties as disclosed in note 27 and

note 16.

– F-833 –

China Aoyuan Property Group Limited Annual Report 2017240

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

40. 銀行及其他借款

附註：

截至二零一六年十二月三十一日止年度，奧園集團（本公司全資擁有之附屬公司）與諾安資產管理有限公司（「諾安資產」）訂立委託貸款協議，相關額為人民幣780,000,000元（「諾安資產貸款」），且無固定還款期。諾安資產貸款按9.5%之年利率計息，利息按季度支付。諾安資產貸款由本公司提供擔保，並以奧園集團擁有的土地使用權作為抵押。於二零一七年十二月三十一日，諾安資產貸款的餘額為人民幣418,000,000元（二零一六年：人民幣718,000,000元）。

其他借款的餘額為人民幣16,187,015,000元（二零一六年：人民幣105,500,000元），為若干信託公司提供的貸款。該等貸款以可供銷售物業作為抵押。

40. Bank and Other Borrowings2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

The bank and other borrowings comprise:銀行及其他借款包括： RMB bank borrowings 人民幣銀行借款 6,006,950 4,485,357

USD bank borrowings 美元銀行借款 2,684,344 1,149,393

AUD bank borrowings 澳元銀行借款 564,525 334,532

HKD bank borrowings 港元銀行借款 1,933,482 –

RMB other borrowings (note) 人民幣其他借款（附註） 16,605,015 823,500

27,794,316 6,792,782

Note:

During the year ended 31 December 2016, Aoyuan Group, wholly owned subsidiaries of the Company, entered into entrusted loan agreements with Lion Asset Management Co., Ltd (“Lion Asset”) with principal amount of RMB780,000,000 (“Lion Asset Loan”) with no fixed repayment term. The Lion Asset Loan carries interest at a rate of 9.5% per annum and interest is payable quarterly. The Lion Asset Loan are guaranteed by the Company and secured by land use rights owned by Aoyuan Group. As at 31 December 2017, the balance of Lion Asset Loan is RMB418,000,000 (2016: RMB718,000,000).

The remaining balances of other borrowings amounting to RMB16,187,015,000 (2016: RMB105,500,000) represent loans provided by certain trust companies, which are secured by properties for sale.

– F-834 –

中國奧園地產集團股份有限公司　二零一七年年報 241

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

40. 銀行及其他借款（續）

銀行及其他借款利率：

40. Bank and Other Borrowings (continued)2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

The carrying amounts of above bank

and other borrowings are repayable:

須於以下期間償還上述銀行 及其他借款的賬面值：

Within one year 1年內 11,046,836 2,186,139

More than one year, but not

exceeding two years

1年以上但未超過2 年9,104,680 2,472,184

More than two years, but not

exceeding five years

2年以上但未超過5 年5,318,260 1,311,845

More than five years 5年以上 – 11,363

25,469,776 5,981,531

The carrying amounts of bank and other

borrowings that contain a repayment

on demand clause (shown under

current liabilities)

附帶須於要求時償還條款的 上述銀行及其他借款 （列示於流動負債項下）的賬面值

2,324,540 811,251

27,794,316 6,792,782

Less: Amount due within one year

shown under current liabilities

減：於流動負債項目內所示 於1年內到期款項 (13,371,376) (2,997,390)

Amount due after one year 1年之後到期款項 14,422,940 3,795,392

The bank and other borrowings bear interests at:

2017 2016

二零一七年 二零一六年Contracted interest rates RMB’000 RMB’000

合約利率 人民幣千元 人民幣千元

100% to 205.25% of lending rate

of the People’s Bank of China

(“PBC rate”) (2016: 100% to

130% of PBC rate)

中國人民銀行貸款利率 （「中國人民銀行利率」）100%

至205.25%（二零一六年：中國 人民銀行利率之100%至130%） 3,984,836 2,147,677

Fixed rate ranging from 3% to

17.4% (2016: 1.97% to 10.35%)

3%至17.4%之固定利率 （二零一六年：1.97%至10.35%） 19,083,406 3,161,180

Hong Kong Interbank Offered Rate

(“HIBOR”) plus 0.9% to 4.5%

(2016: 2.6% to 6.5%)

香港銀行同業拆息 （「香港銀行同業拆息」）加0.9%

至4.5%（二零一六年：2.6%至6.5%） 1,933,482 –

London Interbank Offered Rate

(“LIBOR”) plus 2% to 6.5%

(2016: 5%-6.5%)

倫敦銀行同業拆息利率 （「倫敦銀行同業拆息利率」）加2%

至6.5%（二零一六年：5%至6.5%） 2,228,067 1,149,393

Bank Bill Swap (“BBSY”) bid rate

plus 2.35% - 3.6%

(2016: bid rates plus 2.35%)

銀行票據掉期（「銀行票據掉期」） 買入利率加2.35%至3.6%

（二零一六年：買入利率加2.35%） 564,525 334,532

27,794,316 6,792,782

– F-835 –

China Aoyuan Property Group Limited Annual Report 2017242

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

40. 銀行及其他借款（續）年內銀行及其他借款的加權平均實際利率為每年6.55%（二零一六年：7.76%）。

除綜合財務報表其他章節內披露的已抵押資產外，本公司若干附屬公司的股權已予抵押，以獲得授予本集團的銀行及其他借款信貸額。

41. 撥備

40. Bank and Other Borrowings (continued)

The weighted average effective interest rate on bank and other

borrowings for the year is 6.55% (2016: 7.76%) per annum.

Other than the assets pledged as disclosed in notes elsewhere

in the consolidated financial statements, equity interests of

certain subsidiaries of the Company were pledged for the bank

and other borrowing facilities granted to the Group.

41. Provisions

Guangzhou

Wan Pui

LuoAo

Real Estate

Development

Guangzhou

Shangshui Total

廣州萬貝 蘿奧房地產開發 廣州尚水 總計RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元(a) (b) (c)

At 1 January 2016 於二零一六年一月一日 561,420 899,514 136,517 1,597,451

Additional provisions recognised已確認額外撥備 16,075 11,637 240 27,952

Release upon the delivery of

completed properties

於已竣工物業交付後解除– (195,680) – (195,680)

At 31 December 2016

於二零一六年 十二月三十一日 577,495 715,471 136,757 1,429,723

Additional provisions recognised已確認額外撥備 3,226 4,401 2,050 9,677

Release upon the delivery of

completed properties

於已竣工物業交付後解除– (336,518) – (336,518)

At 31 December 2017

於二零一七年 十二月三十一日 580,721 383,354 138,807 1,102,882

– F-836 –

中國奧園地產集團股份有限公司　二零一七年年報 243

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

41. 撥備（續）(a) 於二零一一年十二月三十一日，本

公司與番禺信息技術有限公司（「番禺信息技術」）訂立協議（「協議」）。根據協議，本集團向廣州市萬貝投資管理有限公司（「廣州萬貝」）（於中國成立的實體，主要從事物業開發）注資現金人民幣154,700,000元。於注資完成後，本集團持有廣州萬貝之65%股權，而番禺信息技術則持有廣州萬貝之35%股權。此外，本集團及番禺信息技術同意，本集團需於物業項目完成後向番禺信息技術轉讓廣州萬貝物業開發項目35%

已竣工物業，以換取番禺信息技術向本集團轉讓其於廣州萬貝之35%

股權。

本集團負責就資助此物業項目提供資金，並且本集團全權負責項目管理。番禺信息技術將不參與本物業項目的日常營運及管理。根據該協議，番禺信息技術於物業建設期內將不會分享廣州萬貝任何利潤及虧損。

廣州萬貝入賬列為本集團全資附屬公司，而番禺信息技術向本集團提供土地以開發物業項目，以換取35%已竣工物業。據此，完成開發將向番禺信息技術交付之35%已完成物業所產生開發物業的開發支出及其他相關費用之潛在金額入賬列為本集團有關土地成本之撥備。

41. Provisions (continued)

(a) On 31 December 2011, the Company entered into an

agreement (the “Agreement”) with Panyu Information

Technology Limited (“PIT”). According to the Agreement,

the Group injected cash of RMB154,700,000 in 廣州市萬貝投資管理有限公司 (the “Guangzhou Wan Bei”), an

entity established in the PRC which principally engaged

in property development. The Group held 65% equity

interest in Guangzhou Wan Pui after the completion of

capital injection while PIT held 35% equity interest in

the Guangzhou Wan Pui. In addition, the Group and PIT

agreed that the Group has to transfer 35% of completed

properties of the property project in Guangzhou Wan

Pui to PIT and in return PIT requires to transfer its 35%

equity interest in the Guangzhou Wan Pui to the Group

upon completion of the property project.

The Group is responsible for providing funding to finance

this property project and the project management is

wholly responsible by the Group. PIT will not involve in

the daily operation and management of this property

project. According to the Agreement, PIT will not share

any profit and loss of Guangzhou Wan Pui during the

property construction.

Guangzhou Wan Pui is accounted for as wholly owned

subsidiary of the Group and PIT has provided land to

the Group to develop the property project in return to

have 35% of completed properties. Accordingly, the

potential amount of the development expenditure and

other attributable expenses for the development of

properties to be incurred to complete the development

of the 35% completed properties to be delivered to PIT

is accounted for as provision of the Group in respect of

cost of the land.

– F-837 –

China Aoyuan Property Group Limited Annual Report 2017244

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

41. 撥備（續）(b) 於二零一三年八月八日，本公司與

蘿崗經濟聯合社及頤境投資訂立一份協議（「協議」），以註冊資本人民幣100,000,000元成立「蘿奧房地產開發」，從事物業開發。

根據協議，本集團向蘿奧房地產開發 注 入 人 民 幣60,000,000元， 並於注資完成之後持有蘿奧房地產開發60%股權，而蘿崗經濟聯合社及頤境投資各自則分別注入人民幣20,000,000元且彼等各自分別持有蘿奧房地產開發20%股權。此外，本集團、蘿崗經濟聯合社及頤境投資協定，於蘿奧房地產開發完成物業項目之後，本集團須將已竣工物業之40%轉讓予蘿崗經濟聯合社及頤境投資，作為回報，蘿崗經濟聯合社及頤境投資須撥付部分土地代價人民幣926,350,000元。本集團負責就資助此物業項目提供資金，並且本集團全權負責項目管理。蘿崗經濟聯合社及頤境投資不會參與該物業項目日常營運及管理。此外，蘿崗經濟聯合社及頤境投資已同意於物業建設期內不會分享蘿奧房地產開發的任何利潤及虧損。

41. Provisions (continued)

(b) On 8 August 2013, the Company entered into an

agreement (the “Agreement”) with Luogang Business

Association and Yijing Investment to establish “LuoAo

Real Estate Development” with a registered capital

of RMB100,000,000 which engages in property

development.

According to the Agreement, the Group injected

RMB60,000,000 to LuoAo Real Estate Development

and the Group held 60% equity interest in LuoAo Real

Estate Development after the completion of capital

injection while each of Luogang Business Association

and Yijing Investment injected RMB20,000,000

respectively and each of them held 20% equity interest

in the LuoAo Real Estate Development respectively.

In addition, the Group, Luogang Business Association

and Yijing Investment agreed that after the completion

of the development of property project by LuoAo Real

Estate Development, the Group has to transfer 40% of

completed properties to Luogang Business Association

and Yijing Investment in return Luogang Business

Association and Yijing Investment have to contribute

part of the land consideration at RMB926,350,000. The

Group is responsible for providing funding to finance

this property project and the project management is

wholly responsible by the Group. Luogang Business

Association and Yijing Investment will not be involved in

daily operation and management of this property project.

In addition, Luogang Business Association and Yijing

Investment have agreed not to share any profit and loss

of LuoAo Real Estate Development during the property

construction.

– F-838 –

中國奧園地產集團股份有限公司　二零一七年年報 245

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

41. 撥備（續）(b) （續）

蘿奧房地產開發入賬列為本集團全資附屬公司，而蘿崗經濟聯合社及頤境投資已向本集團提供部分土地代價人民幣926,350,000元以開發物業項目，以換取40%已完成物業。據此，完成開發將向蘿崗經濟聯合社及頤境投資交付之40%已完成物業所產生開發物業的開發支出及其他相關費用之潛在金額入賬列為本集團有關土地成本之撥備。

於截至二零一七年十二月三十一日止年度，本集團向蘿崗經濟聯合社及頤境投資分別交付已竣工物業人民幣56,715,000元（二零一六年：人 民 幣32,978,000元）及 人 民 幣279,803,000元（二零一六年：人民幣162,702,000元）。

41. Provisions (continued)

(b) (continued)

Luo Ao Real Estate Development is accounted for as

wholly owned subsidiary of the Group and Luogang

Business Association and Yijing Investment have provided

part of the land consideration at RMB926,350,000 to the

Group to develop the property project in return to have

40% completed properties. Accordingly, the potential

development expenditure and other attributable expenses

for the development of properties to be incurred to

complete the development of the 40% completed

properties to be delivered to Luogang Business

Association and Yijing Investment is accounted for as

provision of the Group in respect of the cost of the land.

During the year ended 31 December 2017, the Group

delivered completed properties of RMB56,715,000

(2016: RMB32,978,000) and RMB279,803,000 (2016:

RMB162,702,000) to Luogang Business Association and

Yijing Investment, respectively.

– F-839 –

China Aoyuan Property Group Limited Annual Report 2017246

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

41. 撥備（續）(c) 於二零一四年二月二十八日，本

公司與兩名獨立人士鍾加文先生及鍾炳洪先生訂立一份協議（「協議」）。根據協議，本集團向廣州尚水酒業有限公司（「廣州尚水」）注資 現 金 人 民 幣10,408,000元， 廣州尚水為於中國成立的實體，主要從事物業發展。注資完成後，本集團持有廣州尚水的51%股權，而兩名獨立人士則持有廣州尚水的49%

股權。此外，本集團與兩名獨立人士同意，於廣州尚水完成物業發展後，本集團須向兩名獨立人士轉讓50%已竣工物業，以取得兩名獨立人士提供部分土地，代價為人民幣207,356,800元。本集團須負責提供資金以供該物業項目所用，並全力負責項目管理。該兩名獨立人士將不會參與該物業項目的日常運作及管理。此外，兩名獨立人士已同意不會分佔廣州尚水的任何溢利及虧損。

廣州尚水列為本集團旗下的全資附屬公司，而兩名獨立人士已向本集團提供部分土地以供發展物業項目，代價為人民幣207,356,800元，藉以取得50%已竣工物業。據此，就完成發展將交付予兩名獨立人士的50%已竣工物業項目的物業將產生的物業發展潛在發展開支及其他應佔開支乃列作本集團就兩名獨立人士所注入的土地成本所作撥備。

41. Provisions (continued)

(c) On 28 February 2014, the Company entered into an

agreement (the “Agreement”) with two independent

parties, Mr. Zhong Jiawen and Mr. Zhong Binghong.

According to the Agreement, the Group injected cash

of RMB10,408,000 in 廣州尚水酒業有限公司 (the

“Guangzhou Shangshui”), an entity established in the

PRC which principally engaged in property development.

The Group held 51% equity interest in Guangzhou

Shangshui after the completion of capital injection while

the two independent parties held 49% equity interest

in Guangzhou Shangshui. In addition, the Group, two

independent parties agreed that after the completion

of the development of property project by Guangzhou

Shangshui, the Group has to transfer 50% of completed

properties to the two independent parties in return

the two independent parties have to contribute part of

the land consideration at RMB207,356,800. The Group

is responsible for providing funding to finance this

property project and the project management is wholly

responsible by the Group. The two independent parties

will not be involved in daily operation and management

of this property project. In addition, two independent

parties have agreed not to share any profit and loss of

Guangzhou Shangshui.

Guangzhou Shangshui is accounted for as a wholly

owned subsidiary of the Group and the two independent

parties have provided part of the land consideration at

RMB207,356,800 to the Group to develop the property

project in return to have 50% of completed properties.

Accordingly, the potential development expenditure

and other attributable expenses for the development of

properties to be incurred to complete the development

of the 50% of completed properties of the property

project to be delivered to the two independent parties is

accounted for as provision of the Group in respect of the

land cost contributed by two independent parties.

– F-840 –

中國奧園地產集團股份有限公司　二零一七年年報 247

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

42. 優先票據及債券

二零一四年票據於二零一七年二月二十八日，本公司已按贖回價（相等於其本金額的105.6250%連同應計並未付利息）提前贖回本金總額3.0

億美元的二零一四年票據，佔二零一四年票據全部本金額。

二零一五年票據於二零一五年五月二十六日，本公司發行本金額為250,000,000美元之優先票據（「二零一五年票據」）。二零一五年票據於新加坡交易所（「新交所」）上市。二零一五年票據為：

(a) 按年利率10.875%計息及利息於每年五月二十六日及十一月二十六日每半年支付一次，並將於二零一五年十一月二十六日開始及將於二零一八年五月二十六日到期，提早贖回則另作別論；

(b) 在受償權利上較列明次級二零一五年票據受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等次級債務有任何優先權則另當別論）；

(d) 由本公司附屬公司（「擔保人」，根據中國法律組織者除外）以優先方式擔保，惟須受該若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來的債務。

42. Senior Notes and Bonds

2014 NotesOn 28 February 2017, the Company early redeemed an

aggregate principal amount of USD300,000,000 of 2014 Notes,

representing entire principal amount of 2014 Notes, at a

redemption price equal to 105.6250% of the principal amount

thereof together with all accrued and unpaid interest.

2015 NotesOn 26 May 2015, the Company issued senior notes in an

aggregate principal amount of USD250,000,000 (the “2015

Notes”). 2015 Notes are listed on the Singapore Exchange

Securities Trading Limited (“SGX”). The 2015 Notes are:

(a) carry interest at rate of 10.875% per annum and interest

is payable semi-annually on 26 May and 26 November of

each year, commencing from 26 November 2015, and will

mature on 26 May 2018, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2015 Notes;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by subsidiaries of the Company other than

those organised under the laws of the PRC (“Guarantors”)

the on a senior basis, subject to certain limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

– F-841 –

China Aoyuan Property Group Limited Annual Report 2017248

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

42. 優先票據及債券（續）

二零一五年票據（續）於二零一八年五月二十六日之前隨時及不時，本公司可按其本金額110.875%的贖回價加直至贖回日期（但不包括該日）累計及未付利息（如有）贖回最多35%的二零一五年票據。

本公司有權可選擇於二零一八年五月二十六日前，按相等於二零一五年票據本金額100%的贖回價另加截至贖回日期（但不包括該日）的適用溢價（按本公司日期為二零一五年五月十八日的發售備忘錄所界定）（「適用溢價」）及截至贖回日期的應計及未付的利息（如有），全部而非部分贖回二零一五年票據。

「適用溢價」為(i)二零一五年票據本金額之1%及(ii) (A)二零一五年票據於二零一八年五月二十六日的贖回價於該贖回日期之現值，另加直至二零一八年五月二十六日的二零一五年票據所有到期之餘下規定利息（惟不包括直至該贖回日期之應計及未付利息），按相等於可比較美國國債價格之利率另加100個基點計算，超逾(B)於贖回日期之二零一五年票據本金額之較高者。

二零一五年上市公司債券於二零一五年七月三十一日，奧園集團發行本金總額為人民幣2,400,000,000元之境內公司債券（「二零一五年上市公司債券」）。發行價為二零一五年上市公司債券本金額之100.00%。

二零一五年上市公司債券於上海證券交易所（「上交所」）上市。二零一五年上市公司債券無抵押、按5.8%之年利率計息且利息須在每年期末於二零一五年七月三十日支付。二零一五年上市公司債券將於二零一八年七月二十九日到期。

42. Senior Notes and Bonds (continued)

2015 Notes (continued)At any time and from time to time prior to 26 May 2018, the

Company may redeem up to 35% of the 2015 Notes, at a

redemption price of 110.875% of their principal amount, plus

accrued and unpaid interest, if any, to (but not including) the

redemption date.

At any time prior to 26 May 2018, the Company may at its

option to redeem the 2015 Notes, in whole but not in part, at

a redemption price equal to 100% of the principal amount of

the 2015 Notes plus the applicable premium as defined in the

offering memorandum of the Company dated 18 May 2015

(“Applicable Premium”) as of, and accrued and unpaid interest,

if any, to (but not including) the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2015 Notes and (ii) the excess of (A) the present

value at such redemption date of the redemption price of

the 2015 Notes on 26 May 2018, plus all required remaining

scheduled interest payments due on the 2015 Notes through

26 May 2018 (but excluding accrued and unpaid interest to the

redemption date), computed using a discount rate equal to the

comparable treasury rate plus 100 basis points, over (B) the

principal amount of the 2015 Notes on the redemption date.

2015 Listed Corporate BondsOn 31 July 2015, Aoyuan Group issued domestic corporate

bonds in an aggregate principal of RMB2,400,000,000 (the

“2015 Listed Corporate Bonds”). The issue price was 100.00%

of the principal amount of 2015 Listed Corporate Bonds.

2015 Listed Corporate Bonds are listed on the Shanghai Stock

Exchange (the “SSE”), which are unsecured, carry interest at

rate of 5.8% per annum and interest is payable annually on 30

July 2015 in arrears. 2015 Listed Corporate Bonds will mature

on 29 July 2018.

– F-842 –

中國奧園地產集團股份有限公司　二零一七年年報 249

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

42. 優先票據及債券（續）

二零一五年私募公司債券於二零一五年十月二十三日，奧園集團發行人民幣1,500,000,000元三年期境內公司債券（「二零一五年私募公司債券」）。二零一五年私募公司債券由本公司提供擔保，按7.8%之年利率計息，且自二零一五年十月二十一日起每年須支付利息。除非債券持有人提早將債券售回予奧園集團（如下文所述），否則二零一五年私募公司債券將於二零一八年十月二十日到期。

奧園集團有權於二零一七年九月二十日（第二個利息償還日前20個交易日）向上調整利率。於作出調整後，在自二零一七年九月二十日起計三個交易日內，債券持有人可按照期權（「賣出期權」）按本金額面值將二零一五年私募公司債券全部或部分售回予奧園集團。

二零一六年私募公司債券於二零一六年二月四日及二零一六年十月十四日，奧園集團分別發行人民幣500,000,000元及人民幣1,500,000,000元的國內公司債券，期限為四年。二零一六年私募公司債券由本公司提供擔保，分別按7.9%及5.88%之年利率計息，且分別自二零一七年二月四日及二零一七年十月十四日起每年須支付利息。除非債券持有人提前將債權回售予奧園集團，公司債券將於二零二零年二月三日及二零一九年十月十三日到期。

奧園集團有權分別於二零一八年一月十七日及二零一八年九月十日（第二個利息償還日前20日）向上調整利率。當作出調整後，分別自二零一八年一月十七日及二零一八年九月十日起計三個交易日內，債券持有人可按照期權（「賣出期權」）按本金額面值將二零一六年私募公司債券全部或部分售回予奧園集團。

42. Senior Notes and Bonds (continued)

2015 Private Corporate BondsOn 23 October 2015, Aoyuan Group issued domestic corporate

bonds of RMB1,500,000,000 with a term of three years (the

“2015 Private Corporate Bonds”). 2015 Private Corporate

Bonds are guaranteed by the Company, carry interest at rate of

7.8% per annum and interest is payable annually, commencing

21 October 2015. The 2015 Private Corporate Bonds will mature

on 20 October 2018 unless the bonds holders sell back the

bonds to Aoyuan Group earlier as below mentioned.

Aoyuan Group is entitled to adjust upwards to the interest rate

on 20 September 2017, 20 days of trading prior to the second

interest repayment date. Upon the adjustment, bonds holders

may at their options (“Put options”) to sell back 2015 Private

Corporate Bonds to Aoyuan Group in whole or in part at face

value of their principal amount within three days of trading

from 20 September 2017.

2016 Private Corporate BondsOn 4 February 2016 and 14 October 2016, Aoyuan Group

issued domestic corporate bonds of RMB500,000,000 and

RMB1,500,000,000 with a term of four years, respectively.

2016 Private Corporate Bonds are guaranteed by the Company,

carrying interest at rate of 7.9% and 5.88% per annum and

interest is payable annually, commencing 4 February 2017 and

14 October 2017, respectively. Corporate Bonds will mature on

3 February 2020 and 13 October 2019 unless the bonds holders

sell back the bonds to Aoyuan Group earlier.

Aoyuan Group is entitled to adjust upwards to the interest

rate on 17 January 2018 and 10 September 2018, 20 days of

trading prior to the second interest repayment date. Upon the

adjustment, bonds holders may at their options (“Put options”)

to sell back 2016 Private Corporate Bonds to Aoyuan Group in

whole or in part at face value of their principal amount within

three days of trading from 17 January 2018 and 10 September

2018, respectively.

– F-843 –

China Aoyuan Property Group Limited Annual Report 2017250

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

42. 優先票據及債券（續）

二零一六年票據於二零一六年四月二十五日，本公司發行本金額為250,000,000美元之優先票據。二零一六年票據於新交所上市。二零一六年票據為：

(a) 有抵押，按年利率6.525%計息及利息於每年四月二十五日及十月二十五日每半年支付一次，自二零一六年十月二十五日開始及將於二零一九年四月二十五日到期，提早贖回則另作別論；

(b) 在受償權利上較列明次級二零一六年票據受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等次級債務有任何優先權則另當別論）；

(d) 由本公司附屬公司（「擔保人」，根據中國法律組織者除外）以優先方式擔保，惟須受該若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來的債務。

於二零一九年四月二十五日之前隨時及不時，本公司可按其本金額106.525%的贖回價加直至贖回日期（但不包括該日）累計及未付利息（如有）贖回最多35%的二零一六年票據。

42. Senior Notes and Bonds (continued)

2016 NotesOn 25 April 2016, the Company issued senior notes in an

aggregate principal amount of USD250,000,000. 2016 Notes

are listed on the SGX. The 2016 Notes are:

(a) secured, carry interest at rate of 6.525% per annum

and interest is payable semi-annually on 25 April and 25

October of each year, commencing 25 October 2016, and

will mature on 25 April 2019, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2016 Notes;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(d) guaranteed by subsidiaries of the Company other than

those organised under the laws of the PRC (“Guarantors”)

the on a senior basis, subject to certain limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

At any time and from time to time prior to 25 April 2019, the

Company may redeem up to 35% of the 2016 Notes, at a

redemption price of 106.525% of their principal amount, plus

accrued and unpaid interest, if any, to (but not including) the

redemption date.

– F-844 –

中國奧園地產集團股份有限公司　二零一七年年報 251

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

42. 優先票據及債券（續）

二零一六年票據（續）本公司有權可選擇於二零一九年四月二十五日前，按相等於二零一六年票據本金額100%的贖回價另加截至贖回日期（但不包括該日）的適用溢價（按本公司日期為二零一六年四月十八日的發售備忘錄所界定）（「適用溢價」）及截至贖回日期的應計及未付的利息（如有），全部而非部分贖回二零一六年票據。

「適用溢價」為(i)二零一六年票據本金額之1%及(ii) (A)二零一六年票據於二零一九年四月二十五日的贖回價於該贖回日期之現值，另加直至二零一九年四月二十五日的二零一六年票據所有到期之餘下規定利息（惟不包括直至該贖回日期之應計及未付利息），按相等於可比較美國國債價格之利率另加100個基點計算，超逾(B)於贖回日期之二零一六年票據本金額之較高者。

二零一七年票據於二零一七年一月十一日，本公司發行本金額為250,000,000美元之優先票據。二零一七年票據於新交所上市。二零一七年票據為：

(a) 有抵押，按年利率6.35%計息及利息於每年一月十一日及七月十一日每半年支付一次，自二零一七年七月十一日開始及將於二零二零年一月十一日到期，提早贖回則另作別論；

(b) 在受償權利上較列明次級二零一七年票據受償的本公司任何未來責任享有優先受償權；

(c) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等次級債務有任何優先權則另當別論）；

42. Senior Notes and Bonds (continued)

2016 Notes (continued)At any time prior to 25 April 2019, the Company may at its

option redeems the 2016 Notes, in whole but not in part, at a

redemption price equals to 100% of the principal amount of

the 2016 Notes plus the applicable premium as defined in the

offering memorandum of the Company dated 18 April 2016

(“Applicable Premium”) as of, and accrued and unpaid interest,

if any, to (but not including) the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2016 Notes and (ii) the excess of (A) the present

value at such redemption date of the redemption price of

the 2016 Notes on 25 April 2019, plus all required remaining

scheduled interest payments due on such 2016 Note through

25 April 2019 (but excluding accrued and unpaid interest to the

redemption date), computed using a discount rate equal to the

comparable treasury rate plus 100 basis points, over (B) the

principal amount of the 2016 Notes on the redemption date.

2017 NotesOn 11 January 2017, the Company issued senior notes in

an aggregate principal amount of USD250,000,000. 2017

Notes are listed on the Singapore Exchange Securities Trading

Limited. The 2017 Notes are:

(a) secured, carry interest at rate of 6.35% per annum and

interest is payable semi-annually on 11 January and 11

July of each year, commencing from 11 July 2017, and will

mature on 11 January 2020, unless redeemed earlier;

(b) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2017 Notes;

(c) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

– F-845 –

China Aoyuan Property Group Limited Annual Report 2017252

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

42. 優先票據及債券（續）

二零一七年票據（續）(d) 由本公司附屬公司（「擔保人」，根據

中國法律組織者除外）以優先方式擔保，惟須受該若干限制所規限；及

(e) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來的債務。

於二零二零年一月十一日之前隨時及不時，本公司可按其本金額106.5%的贖回價加直至贖回日期（但不包括該日）累計及未付利息（如有）贖回最多35%的二零一七年票據。

本公司有權可選擇於二零二零年一月十一日前，按相等於二零一七年票據本金額100%的贖回價另加截至贖回日期（但不包括該日）的適用溢價（按本公司日期為二零一七年一月四日的發售備忘錄所界定）（「適用溢價」）及截至贖回日期的應計及未付的利息（如有），全部而非部分贖回二零一七年票據。

「適用溢價」為(i)二零一七年票據本金額之1%及(ii) (A)二零一七年票據於二零二零年一月十一日的贖回價於該贖回日期之現值，另加直至二零二零年一月十一日的二零一七年票據所有到期之餘下規定利息（惟不包括直至該贖回日期之應計及未付利息），按相等於可比較美國國債價格之利率另加100個基點計算，超逾(B)於贖回日期之二零一七年票據本金額之較高者。

於二零一七年九月十三日，本公司發行本金額為250,000,000美元之優先票據。二零一七年票據於新交所上市。二零一七年票據為：

(f) 有抵押，按年利率5.375%計息及利息於每年三月十三日及九月十三日每半年支付一次，自二零一七年三月十三日開始及將於二零二零年九月十三日到期，提早贖回則另作別論）；

42. Senior Notes and Bonds (continued)

2017 Notes (continued)(d) guaranteed by subsidiaries of the Company other than

those organised under the laws of the PRC (“Guarantors”)

the on a senior basis, subject to certain limitations; and

(e) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

At any time and from time to time prior to 11 January 2020,

the Company may redeem up to 35% of the 2017 Notes, at

a redemption price of 106.5% of their principal amount, plus

accrued and unpaid interest, if any, to (but not including) the

redemption date.

At any time prior to 11 January 2020, the Company may at its

option redeems the 2017 Notes, in whole but not in part, at a

redemption price equals to 100% of the principal amount of

the 2017 Notes plus the applicable premium as defined in the

offering memorandum of the Company dated 4 January 2017

(“Applicable Premium”) as of, and accrued and unpaid interest,

if any, to (but not including) the redemption date.

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2017 Notes and (ii) the excess of (A) the present

value at such redemption date of the redemption price of the

2017 Notes on 11 January 2020, plus all required remaining

scheduled interest payments due on such 2017 Note through

11 January 2020 (but excluding accrued and unpaid interest to

the redemption date), computed using a discount rate equal to

the comparable treasury rate plus 100 basis points, over (B) the

principal amount of the 2017 Notes on the redemption date.

On 13 September 2017, the Company issued senior notes

in an aggregate principal amount of USD250,000,000. 2017

Notes are listed on the Singapore Exchange Securities Trading

Limited. The 2017 Notes are:

(f) secured, carry interest at rate of 5.375% per annum and

interest is payable semi-annually on 13 March and 13

September of each year, commencing 13 March 2017,

and will mature on 13 September 2022, unless redeemed

earlier;

– F-846 –

中國奧園地產集團股份有限公司　二零一七年年報 253

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

42. 優先票據及債券（續）

二零一七年票據（續）(g) 在受償權利上較列明次級二零一七

年票據受償的本公司任何未來責任享有優先受償權；

(h) 至少與本公司所有其他無抵押及非次級債務處於及將處於同等受償地位（惟在適用法律下該等次級債務有任何優先權則另當別論）；

(i) 由本公司附屬公司（「擔保人」，根據中國法律組織者除外）以優先方式擔保，惟須受該若干限制所規限；及

(j) 實際次於本公司附屬公司（並非擔保人）的所有現有及未來的債務。

本公司可一次或多次選擇於二零二零年九月十三日或之後按下文「票據說明－可選贖回」所載的贖回價（本金額之百分比，於二零二零年按102.688%及於二零二一年按101.344%）另加截至贖回日期（但不包括該日）贖回票據之應計及未付的利息（如有）（倘於各年度九月十三日開始的十二個月期間內按按本節所述進行贖回），全部或部分贖回票據。

於二零二零年九月十三之前隨時及不時，本公司可按其本金額105.375%的贖回價加直至贖回日期（但不包括該日）累計及未付利息（如有）贖回最多35%的二零一七年票據。

本公司有權可選擇於二零二零年九月十三日前，按相等於二零一七年票據本金額100%的贖回價另加截至贖回日期（但不包括該日）的適用溢價（按本公司日期為二零一七年九月六日的發售備忘錄所界定）（「適用溢價」）及截至贖回日期的應計及未付的利息（如有），全部而非部分贖回二零一七年票據。

42. Senior Notes and Bonds (continued)

2017 Notes (continued)(g) senior in right of payment to any future obligations of the

Company expressly subordinated in right of payment to

the 2017 Notes;

(h) rank and will rank at least pari passu in right of payment

with all other unsecured, unsubordinated indebtedness

of the Company (subject to any priority rights of such

subordinated indebtedness pursuant to applicable law);

(i) guaranteed by subsidiaries of the Company other than

those organised under the laws of the PRC (“Guarantors”)

the on a senior basis, subject to certain limitations; and

(j) effectively subordinated to all existing and future

obligations of subsidiaries of the Company other than

Guarantors.

On or after 13 September 2020, the Company may on any

one or more occasions redeem all or any part of the Notes, at

the redemption prices (expressed as percentages of principal

amount) set forth in “Description of the Notes – Optional

Redemption” at 102.688% in 2020 and 101.344% in 2021, plus

accrued and unpaid interest, if any, on the Notes redeemed,

to (but not including) the applicable date of redemption,

if redeemed during the twelve-month period beginning on

September 13 of the years indicated in such section.

At any time and from time to time prior to 13 September 2020,

the Company may redeem up to 35% of the 2017 Notes, at a

redemption price of 105.375% of their principal amount, plus

accrued and unpaid interest, if any, to (but not including) the

redemption date.

At any time prior to 13 September 2020, the Company may at

its option redeems the 2017 Notes, in whole but not in part,

at a redemption price equals to 100% of the principal amount

of the 2017 Notes plus the applicable premium as defined in

the offering memorandum of the Company dated 6 September

2017 (“Applicable Premium”) as of, and accrued and unpaid

interest, if any, to (but not including) the redemption date.

– F-847 –

China Aoyuan Property Group Limited Annual Report 2017254

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

42. 優先票據及債券（續）「適用溢價」為(i)二零一七年票據本金額之1%及(ii) (A)二零一七年票據於二零二二年九月十三日的贖回價於該贖回日期之現值，另加直至二零二二年九月十三日的二零一七年票據所有到期之餘下規定利息（惟不包括直至該贖回日期之應計及未付利息），按相等於可比較美國國債價格之利率另加100個基點計算，超逾(B)於贖回日期之二零一七年票據本金額之較高者。

二零一五年票據、二零一五年私募公司債券、二零一六年私募公司債券、二零一六年票據及二零一七年票據均含有負債部分和上述的提早贖回權或賣出期權：

(a) 負債部分為將合約約定的未來現金流量，按照具有類似信用評級且提供大致上相同現金流量但不包含嵌入衍生工具的債務工具的當時適用市場利率進行折現確定。

年內利息以負債部分自二零一五年票據、二零一五年上市公司債券、二零一五年私募公司債券、二零一六年私募公司債券、二零一六年票據及二零一七年票據發行以來分別按實際年利率約11.95%、6.23%、8 . 1 0 %、 7 . 8 7 %、 6 . 0 6 %、7.26%、7.09%及5.75%計算。

42. Senior Notes and Bonds (continued)

“Applicable Premium” is the greater of (i) 1% of the principal

amount of the 2017 Notes and (ii) the excess of (A) the present

value at such redemption date of the redemption price of

the 2017 Notes on 13 September 2022, plus all required

remaining scheduled interest payments due on such 2017

Note through 13 September 2022 (but excluding accrued and

unpaid interest to the redemption date), computed using a

discount rate equals to the comparable treasury rate plus 100

basis points, over (B) the principal amount of the 2017 Notes

on the redemption date.

The 2015 Notes, 2015 Private Corporate Bonds, 2016 Private

Corporate Bonds, 2016 Notes and 2017 Notes are all contained

a liability component and the early redemption options or put

options:

(a) Liability component represents the present value of

the contractually determined stream of future cash

flows discounted at the prevailing market interest rate

at that time applicable to instruments of comparable

credit status and providing substantially the same cash

flows, on the same terms, but without the embedded

derivatives.

The interest charged for the year is calculated by applying

an effective interest rate of approximately 11.95%, 6.23%,

8.10%, 7.87%, 6.06%, 7.26%, 7.09% and 5.75% per

annum to the liability component respectively since the

2015 Notes, 2015 Listed Corporate Bonds, 2015 Private

Corporate Bonds, 2016 Private Corporate Bonds, 2016

Notes and 2017 Notes were issued.

– F-848 –

中國奧園地產集團股份有限公司　二零一七年年報 255

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

42. 優先票據及債券（續）(a) （續）

上述票據及公司債券負債部分的年內變動如下：

(b) 提早贖回權視為並非與主合約有密切關係的嵌入衍生工具。執行董事認為上述提早贖回權於初始確認時以及於二零一六年十二月三十一日及二零一七年十二月三十一日的公平值不重大。

(c) 債券持有人所持有的賣出期權視為與主合約的經濟特點及風險有密切關係的嵌入衍生工具，因此，書面賣出期權並未與負債部分分開。

42. Senior Notes and Bonds (continued)

(a) (continued)

The movement of the liability component in above Notes

and Corporate Bonds during the year is set out below:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Carrying amount as at 1 January 於一月一日賬面值 11,587,669 8,924,378

Proceeds received 已收所得款項 3,294,099 3,575,488

Exchange (gain) loss 匯兌（收益）虧損 (315,065) 318,948

Interest expenses 利息開支 916,077 942,256

Interest paid to notes holder 已付票據持有人利息 (874,820) (757,438)

Redemptions of 2014 Notes,

2012 Notes and 2013 Notes

贖回二零一四年票據、 二零一二年票據及二零一三年票據 (2,032,515) (1,415,963)

Carrying amount as at 31 December 於十二月三十一日賬面值 12,575,445 11,587,669

Analysed for reporting purpose as: 就報告目的分析如下： Current liabilities 流動負債 7,118,223 1,508,498

Non-current liabilities 非流動負債 5,457,222 10,079,171

12,575,445 11,587,669

(b) Early redemption options are regarded as embedded

derivatives not closely related to the host contract. The

executive directors consider that the fair value of the

above early redemption options is insignificant at initial

recognition date, 31 December 2016 and 31 December

2017.

(c) Put options held by the bond holders are regarded as

an embedded derivative closely related to the economic

characteristics and risks of the host contract, therefore,

the written put options are not separated from liability

component.

– F-849 –

China Aoyuan Property Group Limited Annual Report 2017256

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

42. 優先票據及債券（續）上述票據及公司債券於十二月三十一日之公平值列示如下：

二零一四年票據、二零一五年票據、二零一五年上市公司債券、二零一六年票據及二零一七年票據的公平值乃按於報告日末（或最近交易日）基於相關證券交易所的報價計算。二零一五年私募公司債券及二零一六年私募公司債券的公平值經參考合資格外部估值師Duff &Phelps (H.K.)

Holdings Limited進行之估值釐定。相應公平值採用二項式模式計算。計算公平值時使用的變量及假設乃根據執行董事之最佳估計。

42. Senior Notes and Bonds (continued)

The fair value of above Notes and Corporate Bonds as at 31

December are set out below:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

2014 Notes 二零一四年票據 – 2,205,966

2015 Notes 二零一五年票據 1,680,661 1,868,654

2015 Listed Corporate Bonds 二零一五年上市公司債券 2,385,886 2,431,200

2015 Private Corporate Bonds 二零一五年私募公司債券 1,521,150 1,549,610

2016 Private Corporate Bonds 二零一六年私募公司債券 2,014,060 2,027,900

2016 Notes 二零一六年票據 1,663,771 1,751,593

2017 Notes 二零一七年票據 3,234,886 –

12,500,414 11,834,923

Fair value of 2014 Notes, 2015 Notes, 2015 Listed Corporate

Bonds, 2016 Notes and 2017 Notes are calculated by using the

quoted price based on relevant stock exchanges at the end of

the reporting period (or the nearest day of trading). Fair value

of 2015 Private Corporate Bonds and 2016 Private Corporate

Bonds are determined by reference to valuations carried

out by Duff & Phelps (H.K.) Holdings Limited, an qualified

external valuer. The corresponding fair value are calculated by

using Binomial model. The variables and assumptions used in

computing the fair value are based on the executive directors’

best estimate.

– F-850 –

中國奧園地產集團股份有限公司　二零一七年年報 257

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

43. Share Capital

Number of

shares Amount

股份數目 金額HK$’000

千港元

Ordinary shares of HK$0.01 each 每股面值0.01港元的普通股

Authorised: 法定： At 1 January 2016, 31 December 2016

and 31 December 2017

於二零一六年一月一日、 二零一六年十二月三十一日及 二零一七年十二月三十一日 100,000,000,000 1,000,000

Issued and fully paid: 已發行及繳足： At 1 January 2016 於二零一六年一月一日 2,783,845,354 27,838

Shares repurchased and cancelled 已購回及註銷股份 (112,274,000) (1,123)

At 31 December 2016 二零一六年十二月三十一日 2,671,571,354 26,715

Share option exercised (note) 已行使購股權 5,000,000 50

At 31 December 2017 於二零一七年十二月三十一日 2,676,571,354 26,765

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Shown in the consolidated financial

statements as

於綜合財務報表呈列25,333 25,292

Note:

All the new ordinary shares issued in 2017 rank pari passu with the then existing shares in all respects.

43. 本公司股本

附註：

所有於二零一七年發行的新普通股均與當時現有股份在各方面享有同等地位。

– F-851 –

China Aoyuan Property Group Limited Annual Report 2017258

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

43. 本公司股本（續）於截至二零一六年十二月三十一日止年度，根據授予本公司執行董事的一般授權，本公司透過香港聯合交易所有限公司購回以下自身股份：

43. Share Capital (continued)

During the year ended 31 December 2016, pursuant to the

general mandate given to the executive directors of the

Company, the Company repurchased its own shares through

the Stock Exchange of Hong Kong Limited as follows:

Month of repurchase

No. of ordinary

shares of

HK$0.01 each of

the Company

Aggregate price

per share

Aggregate

consideration

paid

每股價格 已付總代價Highest Lowest

購回月份本公司每股面值

0.01港元的普通股數目 最高 最低HK$ HK$ HK$’000

港元 本架構 千港元

For the year ended

31 December 2016

截至二零一六年十二月 三十一日止年度

– May 2016 －二零一六年五月 48,475,000 1.70 1.54 79,362

– June 2016 －二零一六年六月 34,483,000 1.70 1.50 56,086

– August 2016 －二零一六年八月 8,486,000 1.79 1.71 14,852

– September 2016 －二零一六年九月 8,305,000 1.86 1.75 15,100

– October 2016 －二零一六年十月 10,523,000 1.87 1.76 19,126

– November 2016 －二零一六年十一月 2,002,000 1.86 1.82 3,696

112,274,000 188,222

During the year ended 31 December 2016, a total of

112,274,000 shares were repurchased and cancelled. Nominal

value of HK$1,123,000 (equivalent to RMB1,063,000) of the

shares cancelled was credited to capital redemption reserve,

and the premium paid and the related costs incurred for the

repurchase of HK$187,099,000 (equivalent to RMB159,013,000)

was charged against share premium of the Company.

None of the Company’s subsidiaries purchased, sold or

redeemed any of the Company’s listed securities during the

year.

於截至二零一六年十二月三十一日止年度，合共112,274,000股股份被購回及註銷。所註銷股份的面值1,123,000港元（相等於人民幣1,063,000元）計入資本贖回儲備，就購回支付的溢價及產生的相關成本187,099,000港元（相等於人民幣159,013,000元）從本公司的股份溢價中扣除。

於年內，本公司附屬公司概無購買、出售或贖回本公司上市證券。

– F-852 –

中國奧園地產集團股份有限公司　二零一七年年報 259

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

44. Capital Risk Management

The Group manages its capital to ensure that entities in the

Group will be able to continue as a going concern while

maximising the return to shareholders through the optimisation

of the debt and equity balance. The Group’s overall strategy

remains unchanged from prior year.

The capital structure of the Group consists of net debts,

which includes bank and other borrowings disclosed in note

40, loans from non-controlling shareholders of subsidiaries in

note 39, senior notes and bonds disclosed in note 42, other

payables disclosed in note 37, amounts due to non-controlling

shareholders of subsidiaries disclosed in note 30, amounts

due to joint ventures disclosed in note 38 and amount

due to an associate disclosed in note 33, net of cash and

cash equivalents and restricted bank deposits, and equity

attributable to owners of the Company, comprising share

capital, reserves and retained profits.

The management of the Company review the capital structure

periodically. As part of this review, the management of the

Company assess budgets of major property projects taking into

account of the provision of fundings. Based on the operating

budgets, the executive directors of the Company consider

the cost of capital and the risks associated with each class

of capital and balance its overall capital structure through the

payment of dividends, new share issues and share buy-back as

well as the issue of new debts or the redemption of existing

debts.

44. 資本風險管理本集團管理其資本，以確保本集團內各實體將能夠以持續經營方式營運，同時亦透過達致債務與股本結餘之間最佳的平衡而為股東爭取最大回報。自上年以來，本集團的整體策略維持不變。

本集團之資本結構包括負債淨額（包括附註40所披露銀行及其他借款、附註39來自附屬公司非控股股東的貸款、附註42所披露優先票據及債券、附註37其他應付款、附註30應付附屬公司非控股東款項、附註38應付合營企業款項及附註33應付一間聯營公司款項），扣除現金及現金等價物及受限制銀行存款，以及本公司股權持有人應佔權益（包括股本、儲備及保留溢利）。

本公司管理層定期檢討資本結構。作為此項審閱之一部分，本公司管理層評估大型項目之預算，並考慮所獲得之資金。本公司執行董事根據營運預算，考慮資本成本及與各類別資本有關之風險，以及藉支付股息、發行新股及股份回購、發行新債或贖回現有債務平衡整體之資本架構。

– F-853 –

China Aoyuan Property Group Limited Annual Report 2017260

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具

(a) 金融工具類別

(b) 財務風險管理目標及政策

本集團主要金融工具包括按公平值計入損益之金融資產、衍生金融工具、貿易及其他應收款、應收附屬公司之非控股股東、關連公司、合營企業及聯營公司款項、受限制銀行存款、銀行結餘及現金、貿易及其他應付款、應付附屬公司之非控股股東、合營企業及一間聯營公司款項、銀行及其他借款、優先票據及債券及來自附屬公司非控股股東的貸款。此等金融工具詳情於相應附註中披露。與此等金融工具相關的主要風險包括市場風險（包括利率風險、外匯風險及其他價格風險）、信貸風險及流動資金風險。減輕該等風險的政策載列如下。

管理層管理及監察該等風險，以確保及時有效地施行適當措施。

45. Financial Instruments

(a) Categories of financial instruments

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Financial assets 金融資產Loans and receivables (including

cash and cash equivalents)

貸款及應收款項 （包括現金及現金等價物） 34,063,086 14,001,183

Financial asset designated

as at FVTPL

按公平值計入損益 之金融資產 200,000 –

AFS investment 可供出售投資 – 9,707

Derivative financial instruments 衍生金融工具 4,377 142,402

Financial liabilities 金融負債Amortised cost 攤銷成本 58,264,900 26,392,261

(b) Financial risk management objectives and policiesThe Group’s major financial instruments include

financial asset designed as at FVTPL, derivative financial

instruments, trade and other receivables, amounts

due from non-controlling shareholders of subsidiaries,

related parties, joint ventures and associates, restricted

bank deposits, bank balances and cash, trade and other

payables, amounts due to non-controlling shareholders

of subsidiaries, joint ventures and an associate, bank

and other borrowings, senior notes and bonds, and

loans from non-controlling shareholders of subsidiaries.

Details of these financial instruments are disclosed

in respective notes. The risks associated with these

financial instruments include market risk (interest rate

risk, foreign currency risk and other price risk), credit risk

and liquidity risk. The policies on how to mitigate these

risks are set out below.

The management manages and monitors these exposures

to ensure appropriate measures are implemented on a

timely and effective manner.

– F-854 –

中國奧園地產集團股份有限公司　二零一七年年報 261

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）市場風險

(i) 利率風險本集團現金流量利率風險主要與其浮息銀行借款、其他應付款、受限制銀行存款及銀行結餘有關。

本集團的公平值利率風險主要與定息銀行及其他借款、應收合營企業及非控股股東款項之計息部分、來自附屬公司非控股股東的貸款及優先票據及債券及計息應付款有關。本集團目前並無訂立任何利率掉期對沖該等利率風險。然而，管理層於有需要時將考慮對沖重大利率風險。

敏感度分析以下敏感度分析乃基於報告期末浮息銀行及借款及其他應付款項之現金流利率風險釐定。受限制銀行存款及銀行結餘由於本集團管理層認為利率波動極小，故不包括於敏感性分析。該分析乃假設於報告期末浮息銀行借款尚未償還且於整個年度尚未償還而編製。向主要管理人員內部匯報現金流利率風險時所採用50（二零一六年：50）基點的增減，代表管理層對利率的潛在變動作出的評估。

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Market risk

(i) Interest rate risk

The Group is exposed to cash flow interest rate risk

related primarily to its variable-rate bank borrowings,

other payables, restricted bank deposits and bank

balances.

The Group is also exposed to fair value interest

rate risk related primarily to fixed-rate bank

and other borrowings, interest bearing portion

of amounts due from joint ventures and non-

controlling shareholders, loans from non-controlling

shareholders of subsidiaries, senior notes and

bonds and the interest bearing payables. The Group

currently does not enter any interest rate swaps to

hedge its exposure to fair value interest rate risk.

However, the management will consider hedging

significant interest rate exposure should the need

arise.

Sensitivity analysis

The sensitivity analysis below has been determined

based on the exposure to cash flow interest rate

risk for its variable-rate bank borrowings and other

payables at the end of the reporting period. The

restricted bank deposits and bank balances are

not included in the sensitivity analysis as the

management of the Group considers that the

interest rate fluctuation is minimal. The analysis

is prepared assuming the variable-rate bank

borrowings outstanding at the end of the reporting

period were outstanding for the whole year. A 50

(2016: 50) basis points increase or decrease is used

when reporting cash flow interest rate risk internally

to key management personnel and represents

management’s assessment of the possible change

in interest rate.

– F-855 –

China Aoyuan Property Group Limited Annual Report 2017262

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）市場風險（續）

(i) 利率風險（續）敏感度分析（續）倘利率上升╱下降50（二零一六年：50）基點，而所有其他可變因素均維持不變，則本集團截至二零一七年十二月三十一日止年度之除稅後溢利將減少╱增加人民幣40,985,000元（二零一六年：減少╱增加人民幣14,972,000元）。

(ii) 外匯風險本集團之交易主要以本公司及其附屬公司的功能貨幣人民幣進行，其主要應收款項及應付款項均以人民幣列值。本集團承受因以相關集團實體之功能貨幣以外的貨幣列值之資產及負債而產生之匯率風險。本集團之大部分外匯交易及結餘均以港元及美元列值。於截至二零一七年十二月三十一日止年度，本集團訂立外匯遠期合約，以將外匯風險淨額維持在適當水平。管理層密切監察外匯風險，並將在有需要時考慮對沖重大外匯風險。

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Market risk (continued)

(i) Interest rate risk (continued)

Sensitivity analysis (continued)

If interest rates had been 50 (2016: 50) basis points

higher/lower with all other variables were held

constant, the Group’s post-tax profit for the year

ended 31 December 2017 would decrease/increase

by RMB40,985,000 (2016: decrease/increase by

RMB14,972,000).

(ii) Foreign currency risk

The Group’s transactions were mainly conducted

in RMB, the functional currency of the Company

and its subsidiaries, and its major receivables

and payables are denominated in RMB. The

Group is subject to foreign exchange rate risk

arising from the assets and liabilities which are

denominated in currency other than the functional

currency of the relevant group entity. The majority

of the Group’s foreign currency transactions and

balances are denominated in Hong Kong dollars,

and United States dollars. During the year ended

31 December 2017, the Group has entered into

foreign currency forward contracts to keep the net

exposure of currency risk to an appropriate level.

The management closely monitors foreign currency

exposure and will consider hedging significant

foreign currency exposure should the need arise.

– F-856 –

中國奧園地產集團股份有限公司　二零一七年年報 263

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）市場風險（續）

(ii) 外匯風險（續）本集團於各報告期末以外幣列值的貨幣資產及貨幣負債（包括銀行及其他借款、優先票據及銀行結餘）及賬面值如下：

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Market risk (continued)

(ii) Foreign currency risk (continued)

The Group’s foreign currency denominated

monetary assets and monetary liabilities include

bank and other borrowings, senior notes and bank

balances at the end of respective reporting period

and the carrying amounts are as follows:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Assets 資產Hong Kong dollars 港元 172,893 42,333

United States dollars 美元 2,137 41,260

Great Britain Pound 英鎊 243 –

Japanese Yen 日元 88 –

European dollars 歐元 3,761 –

Liabilities 負債Hong Kong dollars 港元 1,933,482 –

United States dollars 美元 8,692,374 6,753,086

– F-857 –

China Aoyuan Property Group Limited Annual Report 2017264

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）市場風險（續）

(ii) 外匯風險（續）敏感度分析下表詳述本集團對人民幣兌相關外幣匯率上升及下降5%（二零一六年：5%）的敏感度。所採用之敏感度乃代表管理層對匯率的合理潛在變動所作的評估。下列正數反映本年度除稅後溢利在人民幣兌相關外幣匯率上升5%（二零一六年：5%）時增加的數目。人民幣兌相關外幣的匯率若下降5%（二零一六年：5%），則本年度除稅後溢利將受到等效但相反的影響而以下結餘將為負值。

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Market risk (continued)

(ii) Foreign currency risk (continued)

Sensitivity analysis

The following table details the Group’s sensitivity

to a 5% (2016: 5%) increase and decrease in

RMB against the relevant foreign currencies. The

sensitivity rates used represents management’s

assessment of the reasonably possible change in

foreign exchange rates. A positive number below

indicates an increase in post-tax profit for the year

where RMB strengthens 5% (2016: 5%) against the

relevant currency. For a 5% (2016: 5%) weakening

of RMB against the relevant currency, there would

be an equal and opposite impact on the post-tax

profit and the balances below would be negative.

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Hong Kong Dollars 港元Profit for the year 年度溢利 88,029 (2,117)

United States dollars 美元Profit for the year 年度溢利 434,512 335,591

– F-858 –

中國奧園地產集團股份有限公司　二零一七年年報 265

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）市場風險（續）

(iii) 其他價格風險本集團面臨因預定到期日的未到期外匯遠期合約產生的其他價格風險。外匯遠期合約的公平值使用遠期定價模型計算，詳情載列於附註35。

然而，管理層認為，由於該等合約的公平值評估使用的定價模型涉及多項相互依存的可變因素及本公司面臨的公平值波動風險不屬重大，因此敏感度分析不能反映內在市場風險。

信貸風險

於二零一七年十二月三十一日，賬面值最能反映信貸風險的金融資產除外因對手方未能履行責任及本集團提供之財務擔保而令本集團蒙受財務損失之最高信貸風險乃因附註49所披露與本集團作出之財務擔保有關的或然負債之數額而產生。

於二零一七年及二零一六年十二月三十一日，由於概無客戶佔貿易應收款總額5%以上，故貿易應收款集中信貸風險輕微，其中單一最大客戶約佔19％（二零一六年：26％）。

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Market risk (continued)

(iii) Other price risk

The Group was exposed to other price risk arising

from the outstanding foreign currency forward

contracts with predetermined maturity date. The fair

value of these foreign currency forward contracts

were calculated using the forward pricing model

detailed in note 35.

However, the management considers that the

sensitivity analysis is unrepresentative of the

inherent market risk as the pricing model used in

the fair value valuation of these contracts which

involves multiple variables are interdependent and

the Company’s exposure to fluctuation of the fair

value is minimal.

Credit risk

As at 31 December 2017, other than those financial assets

whose carrying amounts best represent the maximum

exposure to credit risk, 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

counterparties and financial guarantees provided by the

Group is arising from the amount of contingent liabilities

in relation to financial guarantees provided by the Group

as disclosed in note 49.

The concentration of credit risk in respect of trade

receivables is minimal, of which the single largest

customer represents 19% (2016: 26%) approximately

and no other customers represent more than 5% of the

total trade receivables as at 31 December 2017 and 2016.

– F-859 –

China Aoyuan Property Group Limited Annual Report 2017266

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）信貸風險（續）

為將債務之信貸風險降至最低，本集團管理層已委派一支團隊專責釐定信貸限額、信貸審批及其他監察程序，以確保可採取跟進措施收回逾期債務。此外，本集團亦於報告期末審閱各項個別貿易及其他應收款之可收回金額，確保已就不可收回金額計提足夠的減值虧損。就此而言，本公司執行董事認為，本集團之信貸風險已顯著降低。

由於對手方均為獲得國際評級機構給予高信貸評級的銀行或中國國有銀行，因此流動資金的信貸風險有限。

本集團亦就應收附屬公司非控股 股 東、 關 連 公 司、 聯 營 公 司及合營企業款項分別為人民幣1,672,320,000元（二 零 一 六 年：人 民 幣364,823,000元）、 人 民 幣71,381,000元（二零一六年：人民幣98,206,000元）、人民幣73,525,000

元（二 零 一 六 年： 無）及 人 民 幣1,020,875,000元（二零一六年：人民幣538,359,000元）而面臨集中信貸風險。本公司執行董事將繼續監察及評估交易對手的財務狀況，因交易對手的財務狀況良好，彼等認為該等結餘的信貸風險並不重大。

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Credit risk (continued)

In order to minimise the credit risk of debts, 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 and other receivables at the end of

the reporting period to ensure that adequate impairment

losses are made for irrecoverable amounts. In this regard,

the executive directors of the Company consider that the

Group’s credit risk is significantly reduced.

The credit risk on liquid funds is limited because the

counterparties are banks with high credit ratings assigned

by international credit-rating agencies or state-owned

banks in the PRC.

The Group also exposes to concentration of credit

risk in respect of amounts due from non-controlling

shareholders of subsidiaries, related parties, associates

and joint ventures at the amounts of RMB1,672,320,000

(2016: RMB364,823,000), RMB71,381,000 (2016:

RMB98,206,000), RMB73,525,000 (2016: nil) and

RMB1,020,875,000 (2016: RMB538,359,000),

respectively. The executive directors of the Company

continue to monitor and assess the financial status of

the counterparties, and they believe the exposure to

credit risk on these balances is not significant as the

counterparties are of good financial position.

– F-860 –

中國奧園地產集團股份有限公司　二零一七年年報 267

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）流動資金風險

本集團之目標乃透過使用借款，維持資金的連續性與靈活性之間的平衡。本公司執行董事密切監測流動資金狀況及其遵守借貸契約，並預期擁有充足的資金來源以為本集團的項目及營運提供資金。

下表詳列本集團非衍生金融負債及外匯遠期合約的剩餘合約到期時間。就非衍生金融負債而言，該表乃以金融負債未貼現現金流量及本集團可能被要求償還的最早日期為基準編製。尤其是，含有須按要求償還條款之銀行及其他借款乃計入最早時間段，而不論銀行是否可能選擇行使彼等之權利。其他非衍生金融負債之到期日分析乃根據預定之償還日期編製。下表已載列利息及本金之現金流量。倘利率為浮息，未貼現金額則於報告期末衍生自利率。

就按淨額基準結算的衍生工具而言，已呈報未貼現（流入）及流出淨額。如需要進行總額結算，則表格中呈報的為該等衍生工具的未貼現（流入）及流出總額。就預定可行使期間的外匯遠期合約而言，表格乃假設本集團將於行使期到期時行使該等合約而編製。

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Liquidity risk

The Group’s objective is to maintain a balance between

continuity of funding and the flexibility through the use

of borrowings. The executive directors of the Company

closely monitor the liquidity position and its compliance

with lending covenants and expect to have adequate

sources of funding to finance the Group’s property

projects and operations.

The following tables detail the Group’s remaining

contractual maturity for its non-derivative financial

liabilities and foreign currency forward contracts. For

non-derivative financial liabilities, the tables have been

drawn up based on the undiscounted cash flows of

financial liabilities based on the earliest date on which

the Group can be required to pay. Specifically, bank and

other borrowings with a repayment on demand clause

are included in the earliest time band regardless of the

probability of the banks choosing to exercise their rights.

The maturity dates for other non-derivative financial

liabilities are based on the agreed repayment dates. The

tables include both interest and principal cash flows.

To the extent that interest flows are floating rate, the

undiscounted amount is derived from interest rate at the

end of the reporting period.

For derivative instruments settled on a net basis,

undiscounted net (inflows) and outflows are presented.

Whereas they require gross settlement, undiscounted

gross (inflows) and outflows on these derivatives are

shown in the tables. For foreign currency forward

contracts with predetermined exercisable period, the

tables have been drawn up based on the assumption that

the Group will exercise such contracts on the maturity of

the exercisable period.

– F-861 –

China Aoyuan Property Group Limited Annual Report 2017268

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）流動資金風險（續）

流動資金表

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Liquidity risk (continued)

Liquidity tables

Weighted

average

interest rate

On demand

or less

than 60

days

61 – 180

days

181 – 365

days

1 – 2

years

2 – 5

years

Over 5

years

Total

undiscounted

cash flow

Total

carrying

amount

加權平均利率

按要求或於60日內 61至180日 81至365日 一至兩年 兩至五年 五年以上

合計未貼現現金流量

合計賬面值

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

2017 二零一七年Trade and other payables 貿易及其他應付款 – 6,077,395 4,018,543 3,348,786 347,070 99,163 – 13,890,957 13,890,957

Other payables 其他應付款 9.11% 9,055 18,110 27,559 561,079 530,919 – 1,146,722 1,042,259

Amounts due to joint

ventures

應付合營企業款項– 227,332 – – – – – 227,332 227,332

Amounts due to

non-controlling

shareholders of

subsidiaries

應付附屬公司 非控股股東 款項

– 609,591 – – – – – 609,591 609,591

Amount due to an associate 應付一間聯營 公司款項 – 20 – – – – – 20 20

Bank and other borrowings 銀行及其他借款 7.14% 2,918,972 3,673,973 7,254,546 10,216,068 6,368,113 – 30,431,672 27,794,316

Loans from non-controlling

shareholders of

subsidiaries

來自附屬公司 非控股股東 的貸款 9.25% 180,341 330,912 66,768 1,532,214 295,871 – 2,406,106 2,124,980

Senior notes and bonds 優先票據及債券 6.91% 91,365 1,818,694 5,981,807 1,917,732 4,121,875 – 13,931,473 12,575,445

Financial guarantees 財務擔保 – 31,092,050 – – – – – 31,092,050 –

41,206,121 9,860,232 16,679,466 14,574,163 11,415,941 – 93,735,923 58,264,900

– F-862 –

中國奧園地產集團股份有限公司　二零一七年年報 269

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）流動資金風險（續）

流動資金表（續）

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Liquidity risk (continued)

Liquidity tables (continued)

Weighted

average

interest rate

On demand

or less

than 60

days

61 – 180

days

181 – 365

days

1 – 2

years

2 – 5

years

Over 5

years

Total

undiscounted

cash flow

Total

carrying

amount

加權平均利率

按要求或於60日內 61至180日 81至365日 一至兩年 兩至五年 五年以上

合計未貼現現金流量

合計賬面值

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

2016 二零一六年Trade and other payables 貿易及其他應付款 – 2,284,973 1,958,548 1,632,123 456,995 195,855 – 6,528,494 6,528,493

Amounts due to joint

ventures

應付合營企業款項– 132,819 – – – – – 132,819 132,819

Amounts due to

non-controlling

shareholders of

subsidiaries

應付附屬公司 非控股股東 款項

– 163,098 – – – – – 163,098 163,098

Bank and other borrowings 銀行及其他借款 6.37% 1,084,286 841,071 1,407,885 2,623,745 1,338,157 11,704 7,306,848 6,792,782

Loans from non-controlling

shareholders of

subsidiaries

來自附屬公司 非控股股東 的貸款 11.05% 21,877 43,753 140,440 279,637 147,976 920,198 1,553,881 1,187,400

Senior notes and bonds 優先票據及債券 8.03% 157,524 149,950 2,112,310 4,841,958 6,156,999 – 13,418,741 11,587,669

Financial guarantees 財務擔保 – 21,584,023 – – – – – 21,584,023 –

25,428,600 2,993,322 5,292,758 8,202,335 7,838,987 931,902 50,687,904 26,392,261

– F-863 –

China Aoyuan Property Group Limited Annual Report 2017270

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）流動資金風險（續）

附有按要求償還條款之銀行借款乃包括於上述到期日分析之「按要求或於60日內」時間範圍內。於二零一七年十二月三十一日，此等銀行貸款之未貼現本金總額為人民幣2,324,540,000元（二零一六年：人民幣811,251,000元）。計及本集團的財務狀況，本公司管理層相信銀行不大可能行使其酌情權要求即時償還。本公司管理層相信，該等銀行貸款將按以下貸款協議所載協定還款日期於各報告期末後1至3年償還。其時，本金總額及利息現金流出量將為人民幣2,501,533,000元（二零一六年：人民幣868,518,000

元）。

上文披露的財務擔保合同款項為擔保對手方申索款項時，本集團可能須根據安排結清全數擔保金額的最高金額。根據於報告期末的預期，本集團認為，較有可能毋須根據安排支付任何款項。然而，該項估計依對手方根據擔保提出索償的可能性而變動，此乃由對手方所持有獲擔保的財務應收款項遭受信貸損失的可能性之一個機制。

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Liquidity risk (continued)

Bank borrowings with a repayment on demand clause

are included in the “on demand or less than 60 days”

time band in the above maturity analysis. As at 31

December 2017, the aggregate undiscounted principal

amounts of these bank borrowings amounted to RMB

RMB2,324,540,000 (2016: RMB811,251,000). Taking into

account the Group’s financial position, the management

of the Company does not believe that it is probable

that the banks will exercise their discretionary rights to

demand immediate repayment. The management of the

Company believes that such bank loans will be repaid

ranging from 1 to 3 years after the reporting date in

accordance with the scheduled repayment dates set

out in the loan agreements. At that time, the aggregate

principal and interest cash outflows will amount to

RMB2,501,533,000 (2016: RMB868,518,000).

The amounts included above for financial guarantee

contracts are the maximum amounts the Group could

be required to settle under the arrangement for the full

guaranteed amount if that amount is claimed by the

counterparty to the guarantee. Based on expectations

at the end of the reporting period, the Group considers

that it is more likely than not that no amount will be

payable under the arrangement. However, this estimate

is subject to change depending on the probability of the

counterparty claiming under the guarantee which is a

function of the likelihood that the financial receivables

held by the counterparty which are guaranteed suffer

credit losses.

– F-864 –

中國奧園地產集團股份有限公司　二零一七年年報 271

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(b) 財務風險管理目標及政策（續）流動資金風險（續）

倘浮動利率變化與於報告期末釐定之利率估計有別，則上述所包含非衍生金融負債的浮動利率工具亦會變動。

(c) 金融工具的公平值計

本集團部分金融資產及金融負債於各報告期末按公平值計量。下表提供該等金融資產及金融負債的公平值如何釐定（尤其是使用的估值及輸入數據）與公平值等級（公平值計量根據公平值計量輸入數據的可觀察程度劃分為多個類別（第一至三級））之資料。

45. Financial Instruments (continued)

(b) Financial risk management objectives and policies (continued)Liquidity risk (continued)

The amounts included above for variable interest rate

instruments for non-derivative financial liabilities are

subject to change if changes in variable interest rates

differ from those estimates of interest rates determined

at the end of the reporting period.

(c) Fair value measurement of financial instrumentsSome of the Group’s financial assets and financial

liabilities are measured at fair value at the end of each

reporting period. The following table gives information

about how the fair values of these financial assets

and financial liabilities are determined (in particular,

the valuation(s) and inputs used), as well as the level

of the fair value hierarchy into which the fair value

measurements are categorised (level 1 to 3) based

on the degree to which the inputs to the fair value

measurements is observable.

– F-865 –

China Aoyuan Property Group Limited Annual Report 2017272

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(c) 金融工具的公平值計（續）

45. Financial Instruments (continued)

(c) Fair value measurement of financial instruments (continued)

Financial assets

Fair value as at 31

December

Fair value

hierarchy

Valuation techniques and key

inputs

金融資產 於十二月三十一日的公平值

公平值等級

估值技巧及主要輸入數據

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Fo reign currency forward

contracts classified

as derivative financial

instruments in the

consolidated statement

of financial position

綜 合財務狀況表中分類為衍生金融工具的外匯遠期合約

Assets:

4,377

資產：4,377

Assets:

142,402

資產：142,402

Level 2

第二級Forward pricing model

The valuation is estimated based

on the difference between the

predetermined forward rate and

the market forward rate at the

expiring date of the contracts at

the valuation date.

遠期定價模型估值於估值日期基於預定遠期匯率與合約到期日的市場遠期匯率之間的差額估計。

Financial asset designed as

at FVTPL

按公平值計量之金融資產

200,000 – Level 3

第3級Discounted cash flow. Future

cash flows are estimated based

on expected return, and the

contracted investment costs,

discounted at a rate that reflects

the internal rate of return of the

underlying investments.

現金流折現。未來現金流量根據預期收益及合約投資成本進行估計，按照反映各項相關投資內部收益率的折現率計算。

– F-866 –

中國奧園地產集團股份有限公司　二零一七年年報 273

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

45. 金融工具（續）

(c) 金融工具的公平值計（續）

除披露於附註42優先票據及債券公平值、披露於附註34按公平值計入損益之金融資產及披露於附註35

衍生金融工具外，本集團管理層認為，於報告期末，按攤銷成本於綜合財務報表中列賬的其他金融資產及金融負債的賬面值與其公平值相若。

本集團金融資產及金融負債（除按公允值計入損益之金融資產、衍生金融工具和優先票據及債券外）的公平值根據普遍接納的定價模式，以現金流量貼現分析釐定。

45. Financial Instruments (continued)

(c) Fair value measurement of financial instruments (continued)Except for the senior notes and bonds with fair value

disclosed in note 42, financial asset designed as at

FVTPL disclosed in note 34 and the derivative financial

instruments disclosed in note 35, the management of

the Group consider that the carrying amounts of the

other financial assets and financial liabilities recorded at

amortised cost in the consolidated financial statements

approximate their fair values at the end of the reporting

period.

The fair value of financial assets and financial liabilities

(other than financial asset designed as at FVTPL,

derivative financial instruments and senior notes and

bonds) of the Group is determined in accordance with

generally accepted pricing models based on discounted

cash flow analysis.

– F-867 –

China Aoyuan Property Group Limited Annual Report 2017274

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司

(a) 透過收購附屬公司而收購資產及負債截至二零一七年十二月三十一日止年度

本 集 團 以 總 代 價 人 民 幣8,784,022,000元收購下列附屬公司。所收購附屬公司的主要業務是從事物業發展，該等公司在收購日期持有地塊但並無重大進程。因此，本公司執行董事認為，該等收購附屬公司的交易為視作資產及負債收購。

46. Acquisitions of Subsidiaries

(a) Acquisitions of assets and liabilities through acquisitions of subsidiariesFor the year ended 31 December 2017

The Group acquired following subsidiaries at a total

consideration of RMB8,784,022,000. The principal

activities of acquired subsidiaries are engaged in

property development, which held parcels of land but

without significant process at the date of the acquisition.

Therefore, in the opinion of the executive directors of

the Company, these transactions are accounted for as

acquisition of assets and liabilities through acquisition

of subsidiaries.

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed

in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱註冊地點 收購日期收購股權百分比 代價

RMB’000

人民幣千元

Foshan Nanhai Hengde Shengjia Property

Development Co., Ltd.

Foshan, the PRC January 100% 460,000

佛山市南海恒德勝嘉置業有限公司 中國佛山市 一月

Shenzhen Qiuming Investment

Development Co., Ltd.

Shenzhen, the PRC February 100% 984,934

深圳市秋銘投資發展有限公司 中國深圳市 二月

Ningbo Haituo Property Development Co., Ltd./

Ningbo Tianpai Property Development Co., Ltd./

Ningbo Disai Qianfeng Property

Development Co., Ltd.

Ningbo, the PRC January 100% 673,114

寧波海拓置業有限公司╱寧波天派置業有限公司╱ 寧波迪賽前豐置業有限公司

中國寧波市 一月

Zhongshan Sanxiang Hongtai Real Estate

Development Co., Ltd.

Zhongshan, the PRC March 100% 50,000

中山市三鄉鎮宏泰房地產開發有限公司 中國中山市 三月

Zhongshan Jinzhuan Yonggu Property

Development Co., Ltd.

Zhongshan, the PRC March 77% 179,254

中山市金磚永固置業發展有限公司 中國中山市 三月

– F-868 –

中國奧園地產集團股份有限公司　二零一七年年報 275

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed

in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱註冊地點 收購日期收購股權百分比 代價

RMB’000

人民幣千元

Huizhou Dayawan Fanglimei Investment Co., Ltd. Huizhou, the PRC April 70% 84,772

惠州大亞灣房利美投資有限公司 中國惠州市 四月

Beijing Xishui Garden Property

Management Co., Ltd.

Beijing, the PRC April 100% 646,407

北京市溪水花園物業管理有限公司 中國北京市 四月

Huizhou Yuangu Industrial Co., Ltd. Huizhou, the PRC April 100% 151,050

惠州市元谷實業有限公司 中國惠州市 四月

Xiangtan Xingzhou Property

Development Co., Ltd.

Xiangtan, the PRC April 100% 171,163

湘潭星舟置業有限責任公司 中國湘潭市 四月

Fujian Huali Weiye Property

Development Co., Ltd.

Quanzhou, the PRC May 100% 145,901

福建省華力偉業置地有限公司 中國泉州市 五月

Zhuhai Haichen Investment Co., Ltd. Zhuhai, the PRC May 80% 224,000

珠海市海辰投資有限公司 中國珠海市 五月

Huizhou Ganghong Real Estate

Development Co., Ltd.

Huizhou, the PRC June 51% 10,408

惠州市崗宏房地產開發有限公司 中國惠州市 六月

Jiaxing Xianghong Property

Development Co., Ltd.

Jiaxing, the PRC June 51% 52,050

嘉興市翔鴻置業有限公司 中國嘉興市 六月

Huizhou Hengchuang Jianye Real

Estate Development Co., Ltd.

Huizhou, the PRC June 51% 1,040

惠州市恒創建業房地產開發有限公司 中國惠州市 六月

46. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)For the year ended 31 December 2017 (continued)

46. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）截至二零一七年十二月三十一日止年度（續）

– F-869 –

China Aoyuan Property Group Limited Annual Report 2017276

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）截至二零一七年十二月三十一日止年度（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed

in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱註冊地點 收購日期收購股權百分比 代價

RMB’000

人民幣千元

Ningbo Yirongda Property Co., Ltd. Ningbo, the PRC July 100% 138,835

寧波逸榮達置業有限公司 中國寧波市 七月

Qingdao Xinghaiwan Property Co., Ltd. Qingdao, the PRC September 80% 161,000

青島星海灣置業有限公司 中國青島市 九月

Huizhou Huiyang Jindeming Industrial Co., Ltd. Huizhou, the PRC July 70% 22,186

惠州市惠陽區金德明實業有限公司 中國惠州市 七月

Zhuhai Laili Science and Technology Co., Ltd. Zhuhai, the PRC October 70% 315,000

珠海來利科技有限公司 中國珠海市 十月

Taxxing Aoxin Property Co., Ltd. Taixing, the PRC September 51% 104,080

泰興市奧新置業有限公司 中國泰興市 九月

Zhongshan Ruida Real Estate Co., Ltd. Zhongshan, the PRC August 95% 102,720

中山市銳大房地產有限公司 中國中山市 八月

Huizhou Hefu Real Estate Development Co., Ltd. Huizhou, the PRC October 80% 243,540

惠州市合富地產開發有限公司 中國惠州市 十月

Chengdu Huanmei Industrial Co., Ltd. Chengdu, the PRC August 100% 354,000

成都環美置業有限公司 中國成都市 八月

惠州龍圓房地產開發有限公司 Huizhou, the PRC October 100% 91,082

Huizhou Longyuan Real Estate

Development Co., Ltd.

中國惠州市 十月

Qingdao Shengji Jinmao Construction and

Development Co., Ltd.

Qingdao, the PRC December 80% 788,800

青島盛季金茂建設發展有限公司 中國青島市 十二月

46. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)For the year ended 31 December 2017 (continued)

– F-870 –

中國奧園地產集團股份有限公司　二零一七年年報 277

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）截至二零一七年十二月三十一日止年度（續）

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed

in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱註冊地點 收購日期收購股權百分比 代價

RMB’000

人民幣千元

Yueyang Dingxin Property Co., Ltd. Yueyang, the PRC November 40% 60,000

岳陽鼎信置業有限公司 中國岳陽市 十一月

Huizhou Hongtaichang Industrial Co., Ltd. Huizhou, the PRC October 100% 631,678

惠州市鴻泰昌實業有限公司 中國惠州市 十月

Wuzhou Minghu Real Estate

Development Co., Ltd.

Wuzhou, the PRC December 51% 8,330

梧州市名湖房地產開發有限公司 中國梧州市 十二月

Chenzhou Jialishen Real Estate

Development Co., Ltd.

Chenzhou, the PRC September 70% 233,340

郴州加利申房地產開發有限公司 中國郴州市 九月

Chongqing Jingyang Real Estate

Development Co., Ltd.

Chongqing, the PRC July 80% 312,000

重慶勁揚房地產開發有限公司 中國重慶市 七月

Wuzhou Guihongda Real Estate

Development Co., Ltd.

Wuzhou, the PRC December 51% 52,040

梧州市桂宏達房地產開發有限公司 中國梧州市 十二月

Chongqing Xinhongyang Industrial Co., Ltd. Chongqing, the PRC December 65% 271,700

重慶新紅陽實業有限公司 中國重慶市 十二月

Zhuhai Xiangtian Real Estate

Development Co., Ltd.

Zhuhai, the PRC July 90% 261,900

珠海市祥田房地產開發有限公司 中國珠海市 七月

Taishan Junhua Property Investment Co., Ltd. Taishan, the PRC December 100% 388,300

臺山市君華置業投資有限公司 中國臺山市 十二月

46. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)For the year ended 31 December 2017 (continued)

– F-871 –

China Aoyuan Property Group Limited Annual Report 2017278

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）截至二零一七年十二月三十一日止年度（續）

附註：根據公司章程細則規定，本集團有權委任本公司董事會三分之二的董事，董事會負責相關經營及財務決策。 董事會決議至少須三分之二的董事批准。 因此，岳陽鼎信置業有限公司被視為本集團的附屬公司。

該等交易入賬列作為購買資產及負債。詳情概述如下：

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

completed

in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱註冊地點 收購日期收購股權百分比 代價

RMB’000

人民幣千元

Dongguan Sujin Property Development Co., Ltd. Dongguan, the PRC December 65% 138,000

東莞市塑金置業有限公司 中國東莞市 十二月

Meizhou Huangjia Mingdian

Development Co., Ltd.

Meizhou, the PRC December 51% 10,408

梅州皇家名典房地產開發有限公司 中國梅州市 十二月

Dongguan Hehe Chenghui Real Estate

Development Co., Ltd.

Dongguan, the PRC December 95% 260,990

東莞市合和城輝房地產投資有限公司 中國東莞市 十二月

Note:According to the Articles of Association, the Group has the power to appoint two out of three directors in the board of the company, and the boards of directors are responsible for relevant operating and financing decisions. Board resolutions need at least two-third of votes of directors. Therefore, Yueyang Dingxin Property Co., Ltd is accounted for as a subsidiary of the Group.

These transactions were accounted for as purchases of

assets and liabilities. Details are summarised below:

RMB’000

人民幣千元

Consideration transferred: 所轉讓代價： Cash consideration paid in current year 當前年度已付現金代價 6,606,180

Deposits paid in prior years 以往年度已付訂金 130,000

Consideration payable due within one year

included in trade and other payables

(note 37)

須於一年內支付的代價，計入 貿易及其他應付款 （附註37） 2,047,842

8,784,022

46. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)For the year ended 31 December 2017 (continued)

– F-872 –

中國奧園地產集團股份有限公司　二零一七年年報 279

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)For the year ended 31 December 2017 (Continued)

Assets acquired and liabilities recognised at dates of

acquisitions are as follows:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 25,290

Deferred tax assets 遞延稅項資產 1,252

Financial asset designated as at FVTPL 按公平值計入損益之金融資產 200,000

Properties for sale 可供銷售物業 18,553,889

Trade and other receivables 貿易及其他應收款 1,510,291

Amounts due from non-controlling

shareholders

應收非控股股東款項282,100

Tax recoverable 可收回稅金 260,407

Bank balances and cash 銀行結餘及現金 1,552,509

Trade and other payables 貿易及其他應付款 (4,842,680)

Deposits received for sale of properties 就銷售物業已收取之按金 (5,777,251)

Tax liabilities 稅項負債 (35,803)

Bank and other borrowings due within one year 於一年內到期的銀行及其他借款 (675,161)

Bank and other borrowings due over one year 於一年後到期的銀行及其他借款 (716,252)

Loan from a non-controlling shareholder

within one year

於一年內到期來自非控股權益 的貸款 (200,000)

10,138,591

Less: Non-controlling interests 減：非控股權益 (1,354,569)

Net assets acquired 已收購資產淨值 8,784,022

Net cash outflow of cash and cash equivalents in respect

of the above acquisitions:

RMB’000

人民幣千元

Bank balances and cash of

the subsidiaries acquired

收購附屬公司的銀行結餘及現金1,552,509

Cash consideration paid 已付現金代價 (6,606,180)

(5,053,671)

46. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）截至二零一七年十二月三十一日止年度（續）

於收購日期已收購資產及已確認負債：

上述收購事項之現金及現金等價物的現金流出淨額：

– F-873 –

China Aoyuan Property Group Limited Annual Report 2017280

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）截至二零一六年十二月三十一日止年度

46. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)For the year ended 31 December 2016

Name of subsidiaries acquired

Place of

establishment/

incorporation

Acquisition

in

Equity

interest

acquired Consideration

所收購附屬公司名稱 成立╱註冊地點 收購日期收購股權百分比 代價

RMB’000

人民幣千元

深圳市瀾灣弘盛投資有限公司(Shenzhen Lanwan Hongsheng Investment Co., Ltd.)

Shenzhen, the PRC

中國深圳市April四月

100% 2,286,900

成都齊達房地產開發有限公司(Chengdu Qida Property Development Co., Ltd.)

Chengdu, the PRC

中國成都市June六月

100% 200,000

珠海市瀚暉諮詢有限公司(Zhuhai Hanhui Consulting Co., Ltd.)

Zhuhai, the PRC

中國珠海市September九月

100% 170,058

惠州市泰宏房地產開發有限公司╱惠州市泰華房地產開發有限公司╱惠州市泰瑞房地產開發有限公司(Huizhou Taihong Property

Development Co., Ltd. /

Huizhou Taihua Property

Development Co., Ltd./ Huizhou

Tairui Property Development Co., Ltd.)

Huizhou, the PRC

中國惠州市September九月

100% 151,360

廣州市雄泰房地產開發有限公司(Guangzhou Xiongtai Property

Development Co., Ltd.)

Guangzhou, the PRC

中國廣州市October十月

100% 650,000

揚州匯銀置業有限公司(Yangzhou Huiyin Property

Co., Ltd.)

Yangzhou, the PRC

中國揚州市December十二月

100% 50,000

廣州緣喜商貿有限公司(Guangzhou Yuanxi Commercial

Co., Ltd.)

Guangzhou, the PRC

中國廣州市October十月

100% 990

– F-874 –

中國奧園地產集團股份有限公司　二零一七年年報 281

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）截至二零一六年十二月三十一日止年度（續）

該等交易乃作為購買資產及負債入賬。詳情概述如下：

於收購日期確認的所收購資產及負債如下：

46. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)For the year ended 31 December 2016 (Continued)

These transactions were accounted for as purchases of

assets and liabilities. Details are summarised below:

RMB’000

人民幣千元

Consideration transferred: 所轉讓代價： Cash 現金 3,291,308

Consideration payable due

within one year included in trade

and other payables (note 37)

須於一年內支付的代價，計入貿易 及其他應付款 （附註37） 218,000

3,509,308

Assets acquired and liabilities recognised at dates of

acquisitions are as follows:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 12,290

Investment properties 投資物業 169,497

Intangible assets 無形資產 990

Deferred tax assets 遞延稅項資產 27,477

Properties under development for sale 可供銷售在建物業 8,368,606

Trade and other receivables 貿易及其他應收款 90,495

Tax recoverable 可收回稅金 19,241

Bank balances and cash 銀行結餘及現金 99,490

Trade and other payables 貿易及其他應付款 (1,109,908)

Deposits received for sale of properties 就銷售物業已收取之按金 (688,770)

Loan from a non-controlling shareholder 來自一名非控股股東的貸款 (2,485,300)

4,504,108

Less: Non-controlling interests 減：非控股權益 (994,800)

Net assets acquired 所收購資產淨值 3,509,308

– F-875 –

China Aoyuan Property Group Limited Annual Report 2017282

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(a) 透過收購附屬公司而收購資產及負債（續）截至二零一六年十二月三十一日止年度（續）

所收購公平值為人民幣90,495,000

元的貿易及其他應收款與其合約總額相若。

有關上述收購事項的現金及現金等價物的現金流出淨額：

(b) 收購業務截至二零一七年十二月三十一日止年度

本集團以總代價人民幣179,438,000

元收購下列公司。 於收購時，本公司執行董事認為收購事項構成業務收購。已使用購買方法對交易進行相應處理。收購以下公司以繼續擴大本集團的業務。

(i) 於二零一七年十一月三十日，本集團透過注入人民幣176,938,000元收購歌斐頌食品有限公司（「歌斐頌」）51%

的股權。歌斐頌主要於中國從事提供巧克力生產。歌斐頌持有歌斐頌集團文化旅遊發展有限公司（「歌斐頌文化旅遊」，主要從事主題公園業務）99.55%的股權。

46. Acquisitions of Subsidiaries (continued)

(a) Acquisitions of assets and liabilities through acquisitions of subsidiaries (continued)For the year ended 31 December 2016 (Continued)

The trade and other receivables acquired with a fair value

of RMB90,495,000 approximate its gross contractual

amount.

Net cash outflow of cash and cash equivalents in respect

of the above acquisitions:

RMB’000

人民幣千元

Bank balances and cash of

the subsidiaries acquired

所收購附屬公司的銀行結餘及現金99,490

Cash consideration paid 已付現金代價 (3,291,308)

(3,191,818)

(b) Acquisition of businessFor the year ended 31 December 2017

The Group acquired following companies at a total

consideration of RMB179,438,000. At the time of

acquisition, the executive directors of the Company are

of the view that the acquisition constitutes businesses

acquisition. The transactions have been accounted for

using the purchase method accordingly. The following

companies were acquired so as to continue the expansion

of the Group’s business.

(i) On 30 November 2017, the Group acquired 51%

equity interest of 歌斐頌食品有限公司 Aficion

Food Company Limited (“Aficion”) through capital

injection of RMB176,938,000. Aficion is principally

engaged in the provision of chocolate production in

the PRC. Aficion holds 99.55% of equity interests

in 歌斐頌集團文化旅遊發展有限公司, Aficion Group

Cultural Tourism Development Co., Ltd. (“Aficion

Cultural Tourism”), which is principally engaged in

theme park business.

– F-876 –

中國奧園地產集團股份有限公司　二零一七年年報 283

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(b) 收購業務（續）截至二零一七年十二月三十一日止年度（續）(ii) 於二零一七年，本集團以現金

代價人民幣2,500,000元收購深圳華中物業管理有限公司（「華中」）100%的股權。華中主要於中國從事提供物業管理服務。

與收購相關的成本並不重大，並於本年度確認為開支，並計入綜合損益及其他全面收益表的行政開支內。

於收購日期確認的所收購資產及負債如下：

所收購貿易及其他應收款公平值為人民幣62,228,000元的貿易及其他應收款與其合約總額相若。

46. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)For the year ended 31 December 2017 (continued)

(ii) During 2017, the Group acquired 100% equity interest of 深圳華中物業管理有限公司 Shenzhen Huazhong Property Management Co., Ltd. (“Huazhong”) with cash consideration of RMB2,500,000. Huazhong is principally engaged in the provision of property management services in the PRC.

RMB’000

人民幣千元

Consideration transferred: 所轉讓代價： Cash 現金 179,438

Acquisition-related costs were insignificant and have been recognised as an expense in the current year and included in the administrative expenses in the consolidated statement of profit or loss and other comprehensive income.

Assets acquired and liabilities recognised at date of acquisition are as follows:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 125,535

Intangible assets 無形資產 2,398

Trade and other receivables 貿易及其他應收款 30,857

Bank balances and cash 銀行結餘及現金 135,212

Inventories 存貨 18,095

Prepaid lease payments 預付租賃付款 67,919

Amount due from a non-controlling

shareholder

應收一名非控股股東 款項 26,118

Trade and other payables 貿易及其他應付款 (19,609)

Bank borrowings within one year 一年內到期銀行借款 (85,000)

Deferred tax liabilities 遞延稅項負債 (3,253)

298,272

Less: Non-controlling interests 減：非控股權益 (145,987)

Net assets acquired 所收購資產淨值 152,285

The trade and other receivables acquired with a fair value of RMB62,228,000 approximate its gross contractual amount.

– F-877 –

China Aoyuan Property Group Limited Annual Report 2017284

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(b) 收購業務（續）截至二零一七年十二月三十一日止年度（續）

收購時產生的商譽：

收購非全資附屬公司所產生之非控股權益乃參考於收購日期被收購方可識別資產淨值之公平值的比例人民幣145,987,000元計量。

於收購日期，人民幣27,153,000元的商譽乃根據被收購方所收購可識別淨資產的暫定公平值暫時釐定。商譽因收購附屬公司而產生，因是次收購包括預期協同效益以及收購日期的未來盈利能力。

本集團已於收購日期確認就收購一間附屬公司提供物業管理服務而產生之無形資產人民幣2,398,000元。

有關上述收購事項的現金及現金等價物的現金流入淨額：

46. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)For the year ended 31 December 2017 (continued)

Goodwill arising on acquisition:

RMB’000

人民幣千元

Consideration transferred 所轉讓代價 179,438

Less: fair value of net assets acquired 減：所收購淨資產公平值 (152,285)

Goodwill arising on acquisition 收購時產生的商譽 27,153

The non-controlling interests arising from the acquisition

of non-wholly owned subsidiaries were measured by

reference to the proportionate share of the fair value of

the acquiree’s net identifiable assets at the acquisition

date and amounted to RMB145,987,000.

At the date of acquisition, goodwill of RMB27,153,000 has

been determined provisionally based on the acquiree’s

provisional fair value of net identifiable assets acquired.

Goodwill arose on the acquisition of subsidiaries because

this acquisition included the benefit of expected synergies

and the future profitability as at acquisition date.

Intangible assets of RMB2,398,000 in relation to the

acquisition of a subsidiary in relation to the provision of

property management services has been recognised by

the Group at the date of acquisition.

Net cash inflow of cash and cash equivalents in respect

of the above acquisition:

RMB’000

人民幣千元

Bank balances and cash of the

subsidiaries acquired

所收購附屬公司的 銀行結餘及現金 135,212

Cash consideration paid 已付現金代價 (179,438)

(44,226)

– F-878 –

中國奧園地產集團股份有限公司　二零一七年年報 285

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(b) 收購業務（續）截至二零一六年十二月三十一日止年度

於二零一六年七月四日，本集團以現金代價人民幣2,000,000元收購安徽瀚林物業服務有限公司（「安徽瀚林」）的全部股權。安徽瀚林主要從事在中國提供物業管理服務。

於收購日期確認的所收購資產及負債如下：

所收購公平值為人民幣1,655,000元的貿易及其他應收款與其合約總額相若。

46. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)For the year ended 31 December 2016

On 4 July 2016, the Group acquired 100% equity interest

in 安徽瀚林物業服務有限公司 Anhui Hanlin Property

Management Service Co., Ltd. (“Anhui Hanlin”) with

cash consideration of RMB2,000,000. Anhui Hanlin

is principally engaged in the provision of property

management services in the PRC.

RMB’000

人民幣千元

Consideration transferred: 所轉讓代價： Cash 現金 2,000

Assets acquired and liabilities recognised at date of

acquisition are as follows:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 20

Intangible assets 無形資產 2,095

Trade and other receivables 貿易及其他應收款 1,655

Bank balances and cash 銀行結餘及現金 116

Trade and other payables 貿易及其他應付款 (2,964)

Deferred tax liabilities 遞延稅項負債 (524)

Net assets acquired 所收購資產淨值 398

The trade and other receivables acquired with a fair

value of RMB1,655,000 approximate its gross contractual

amount.

– F-879 –

China Aoyuan Property Group Limited Annual Report 2017286

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(b) 收購業務（續）截至二零一六年十二月三十一日止年度（續）

收購時產生的商譽：

於收購日期，商譽人民幣1,602,000元乃暫時基於所收購可識別淨資產的被收購方暫定公平值釐定。商譽因收購一間附屬公司而產生，原因是該收購包括於收購日期預期協同效益及未來盈利的裨益。

於收購日期，本集團已確認收購有關提供物業管理服務的附屬公司的無形資產人民幣2,095,000元。

有關上述收購事項的現金及現金等價物的現金流入淨額：

46. Acquisitions of Subsidiaries (continued)

(b) Acquisition of business (continued)For the year ended 31 December 2016 (Continued)

Goodwill arising on acquisition:

RMB’000

人民幣千元

Consideration transferred 所轉讓代價 2,000

Less: fair value of net assets acquired 減：所收購淨資產公平值 (398)

Goodwill arising on acquisition 收購時產生的商譽 1,602

At the date of acquisition, goodwill of RMB1,602,000 has

been determined provisionally based on the acquiree’s

provisional fair value of net identifiable assets acquired.

Goodwill arose on the acquisition of a subsidiary because

this acquisition included the benefit of expected synergies

and the future profitability as at acquisition date.

Intangible assets of RMB2,095,000 in relation to the

acquisition of a subsidiary in relation to the provision of

property management services has been recognised by

the Group at the date of acquisition.

Net cash inflow of cash and cash equivalents in respect

of the above acquisition:

RMB’000

人民幣千元

Bank balances and cash of

the subsidiaries acquired

所收購附屬公司的銀行結餘及現金116

Cash consideration paid 已付現金代價 (2,000)

(1,884)

– F-880 –

中國奧園地產集團股份有限公司　二零一七年年報 287

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(c) 向附屬公司非控股股東收購非控股權益

截至二零一六年十二月三十一日止年度(i) 該交易前，廣西瀚林的注資由

本集團及李聯珠先生（廣西瀚林的前非控股股東）經參考本集團及李聯珠先生應佔的股權比例55%及45%分別減少人民幣154,000,000元及人民幣126,000,000元，而該等款項於二零一六年十二月三十一日尚未結清。廣西瀚林注資按比例減少後，本集團進一步自一名非控股股東收購i）廣西瀚林的45%股權，廣西瀚林持有安徽勤聯房地產開發有限公司（「安徽勤聯」）、安徽瀚德房地產開發有限公司（「安徽瀚德」）、安徽瀚華房地產開發有限公司（「安徽瀚華」）及安徽勤建房地產開發有限公司（「安徽勤建」）的全部股權；及ii）廣東奧園翰林投資有限公司（「奧園翰林」）的40%股權，奧園翰林持有南寧奧園翰林置業有限公司（「南寧翰林」）的全部股權，代價分別為人民幣165,662,000元及人民幣40,000,000元。本集團於廣西瀚林及其附屬公司的股權由55%增加至100%，而本集團於奧園翰林及其附屬公司的股權由60%增加至100%。代價與應佔非控股權益的賬面值人民幣375,627,000元之間的差額人民幣169,965,000元貸計入特別儲備。

46. Acquisitions of Subsidiaries (continued)

(c) Acquisitions of non-controlling interests from non-controlling shareholders of subsidiariesFor the year ended 31 December 2016

(i) Prior to this transaction, capital contribution of

Guangxi Hanlin amounting to RMB154,000,000 and

RMB126,000,000 was reduced by the Group and

Mr. Li Lianzhu, a former non-controlling shareholder

of Guangxi Hanlin, by reference to the proportionate

equity interest of 55% and 45% attributable to

Group and Mr. Li Lianzhu, respectively, and the

amount has not been settled as at 31 December

2016. After the proportionate reduction of capital

contribution of Guangxi Hanlin, the Group further

acquired, i) 45% equity interest in Guangxi Hanlin

which holds 100% equity interest in 安徽勤聯房地產開發有限公司 Anhui Qinlian Property Development

Company Limited (“Anhui Qinlian”), 安徽瀚德房地產開發有限公司 Anhui Hande Property Development

Company Limited (“Anhui Hande”), 安徽瀚華房地產開發有限公司 Anhui Hanhua Property Development

Company Limited (“Anhui Hanhua”) and 安徽勤建房地產開發有限公司 Anhui Qinjian Property

Development Company Limited (“Anhui Qinjian”);

and ii) 40% equity interest in 廣東奧園翰林投資有限公司 Guangdong Aoyuan Hanlin Investment

Company Limited (“Aoyuan Hanlin”), which holds

100% equity interest in 南寧奧園翰林置業有限公司 Nanning Aoyuan Hanlin Property Company

Limited (“Nanning Hanlin”), from a non-controlling

shareholder with cash consideration of

RMB165,662,000 and RMB40,000,000, respectively.

The Group’s shareholdings in Guangxi Hanlin and its

subsidiaries were increased from 55% to 100%

and the Group’s shareholdings in Aoyuan Hanlin

and its subsidiary increased from 60% to 100%,

respectively. The difference of RMB169,965,000

between the consideration and the carrying amount

of the attributable non-controlling interest of

RMB375,627,000 was credited to special reserve.

– F-881 –

China Aoyuan Property Group Limited Annual Report 2017288

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

46. 收購附屬公司（續）

(c) 向附屬公司非控股股東收購非控股權益（續）

截至二零一六年十二月三十一日止年度（續）

(ii) 於截至二零一六年十二月三十一日止年度，本集團進一步以現金代價人民幣9,000,000元向廣東天夢文化投資有限公司（「廣東天夢」）的一名非控股股東收購廣東天夢的30%

股權，此後廣東天夢成為本公司的全資附屬公司。代價與應佔非控股權益的賬面值人民幣6,111,000元之間的差額人民幣2,889,000元借計入特別儲備。

47. 出售附屬公司

(a) 出售附屬公司截至二零一七年十二月三十一日止年度

(i) 於截至二零一七年十二月三十一日止年度，本集團以現金代價1,000,000港元（相當於人民幣874,000元）出售其於智安天使科技（深圳）有限公司（「智安天使」）的股權。

(ii) 於截至二零一七年十二月三十一日止年度，本集團以現金代價人民幣1元向一名獨立第三方出售其於株洲奧園城市天地商業管理有限公司（「株洲奧園城市天地」）的股權。

(iii) 於截至二零一七年十二月三十一日止年度，本集團以現金代價人民幣5,000,000元向一名獨立第三方出售其於廣州奧康商業管理有限公司（「廣州奧康」）的股權。

46. Acquisitions of Subsidiaries (continued)

(c) Acquisitions of non-controlling interests from non-controlling shareholders of subsidiaries (continued)For the year ended 31 December 2016 (continued)

(ii) During the year ended 31 December 2016, the

Group further acquired 30% equity interest in 廣東天夢文化投資有限公司 Guangdong Tianmeng

Culture Investments Company Limited (“Guangdong

Tianmeng”) with a cash consideration of

RMB9,000,000, from a non-controlling shareholder

of Guangdong Tianmeng, and then Guangdong

Tianmeng became a wholly-owned subsidiary of

the Company. The difference of RMB2,889,000

between the consideration and the carrying amount

of the attributable non-controlling interests of

RMB6,111,000 were debited to special reserve.

47. Disposal of Subsidiaries

(a) Disposal of subsidiariesFor the year ended 31 December 2017

(i) During the year ended 31 December 2017, the

Group disposed of its equity interest of 智安天使科技（深圳）有限公司, Zhi An Tianshi Technology

(Shenzhen) Company Limited (“Zhi An Tianshi”)

for a consideration of HKD1,000,000 (equivalent to

RMB874,000).

(ii) During the year ended 31 December 2017, the

Group disposed its equity interest of 株洲奧園城市天地商業管理有限公司 Zhuzhou Aoyuan Chengshi

Tiandi Commercial Management Company Limited

(“Zhuzhou Chengshi Tiandi”) to an independent third

party for a consideration of RMB1.

(iii) During the year ended 31 December 2017, the Group

disposed its equity interest of 廣州奧康商業管理有限公司 Guangzhou Aokang Commercial Management

Company Limited (“Guangzhou Aokang”) to an

independent third party for a consideration of

RMB5,000,000.

– F-882 –

中國奧園地產集團股份有限公司　二零一七年年報 289

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

47. 出售附屬公司（續）

(a) 出售附屬公司（續）截至二零一七年十二月三十一日止年度（續）

上述交易作為出售附屬公司入賬。有關該等交易出售的淨資產詳情概述如下：

47. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)For the year ended 31 December 2017 (continued)

The above transactions are accounted for as disposal

of subsidiaries. Details of the net assets disposed of in

respect of these transactions are summarised below:

RMB’000

人民幣千元

Property, plant and equipment 物業、廠房及設備 4,747

Trade and other receivables 貿易及其他應收款 70,050

Bank balances and cash 銀行結餘及現金 39,110

Deferred tax assets 遞延稅項負債 4,891

Amounts due from subsidiaries of the Group 應收本集團附屬公司款項 2,982

Trade and other payables 貿易及其他應付款 (105,363)

Amounts due to subsidiaries of the Group 應付本集團附屬公司款項 (1,942)

Tax liabilities 稅項負債 (226)

Net assets disposed of 所出售資產淨值 14,249

Loss on disposal of subsidiaries 出售附屬公司之虧損

Cash consideration 現金代價 –

Consideration receivables 應收代價 5,874

Net assets disposed of 所出售資產淨值 (14,249)

Non-controlling interests 非控股權益 4,174

Loss on disposal 出售產生的虧損 (4,201)

Net cash outflow arising from disposal

of subsidiaries:因出售附屬公司產生的 現金流出淨額：

Cash consideration received 已收現金代價 –

Less: bank balances and cash of

the subsidiaries disposal of

減：所出售附屬公司的銀行結餘及現金(39,110)

(39,110)

– F-883 –

China Aoyuan Property Group Limited Annual Report 2017290

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

47. Disposal of Subsidiaries (continued)

(a) Disposal of subsidiaries (continued)For the year ended 31 December 2016

During the year ended 31 December 2016, the Group

disposed of its 65% equity interest of 智安（廣州）投資管理有限公司 Zhi An (Guangzhou) Investments Management

Co., Ltd. (“Zhi An Guangzhou”), to an independent third

party for a consideration of RMB527,000.

RMB’000

人民幣千元

Cash consideration 現金代價 527

Analysis of assets and liabilities of Zhi An Guangzhou over

which control was lost:

RMB’000

人民幣千元

AFS investment 可供出售投資 50,000

Trade and other receivables 貿易及其他應收款 6,211

Bank balances and cash 銀行結餘及現金 5,463

Trade and other payables 貿易及其他應付款 (484)

Amounts due to subsidiaries of the Group 應付本集團附屬公司款項 (60,971)

Net assets disposed of 所出售資產淨值 219

Gain on disposal of a subsidiary 出售一間附屬公司之收益

Cash consideration 現金代價 527

Net assets disposed of 所出售資產淨值 (219)

Non-controlling interests 非控股權益 77

Gain on disposal 出售收益 385

Net cash outflow arising from disposal

of a subsidiary:因出售一間附屬公司產生的現金流出淨額：

Cash consideration received 已收現金代價 527

Less: bank balances and cash of

the subsidiary disposal of

減：所出售附屬公司的銀行結餘及現金(5,463)

(4,936)

47. 出售附屬公司（續）

(a) 出售附屬公司（續）截至二零一六年十二月三十一日止年度

於截至二零一六年十二月三十一日止年度，本集團以現金代價人民幣527,000元向一名獨立第三方出售其於智安（廣州）投資管理有限公司（「智安廣州」）的65%股權。

智安廣州（已喪失其控制權）的資產及負債分析如下：

– F-884 –

中國奧園地產集團股份有限公司　二零一七年年報 291

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

47. 出售附屬公司（續）

(b) 出售一間附屬公司部分權益而並無失去控制權截至二零一七年十二月三十一日止年度

於二零一七年十二月三十一日，本集團以現金代價人民幣170,730,000

元出售其於廣州建冠置業有限公司（「廣州建冠」）之11.42%權益予獨立第三方，本集團持有的廣州建冠股權減少至88.58%，其中本集團持續控制廣州建冠。代價與所出售股權之間並無差額。

截至二零一六年十二月三十一日止年度

收購弘盛投資全部股權後，如附註46(a)所述，於二零一六年六月二十日，本集團以現金代價人民幣1,400,000,000元出售所持有的弘盛投資49%股權予一名獨立第三方，本集團所持有的弘盛投資股權隨後減少至51%，而本集團於股權減少之後繼續擁有弘盛投資的控制權。代價與出售後非控股股東應佔資產淨值的數額人民幣1,399,225,000

元之間的差額人民幣775,000元已計入特別儲備。非控股權益人民幣1,399,225,000元已按照其在弘盛投資可辨認淨資產所佔的持股權益比例49%計算並於出售日期予以確認。

47. Disposal of Subsidiaries (continued)

(b) Disposal of partial interest in a subsidiary without loss of controlFor the year ended 31 December 2017

As at 31 December 2017, the Group disposed of

its 11.42% equity interest in 廣州建冠置業有限公司 Guangzhou Jianguan Property Company limited

(“Guangzhou Jianguan”) to an independent third party

with cash consideration of RMB170,730,000, the equity

interest of Guangzhou Jianguan held by the Group

was then decreased to 88.58%, in which the Group

continuously has control over Guangzhou Jianguan. There

is no difference between the consideration and the equity

interest disposed.

For the year ended 31 December 2016

Subsequent to the acquisition of 100% equity interest

in Hongsheng Investments, as mentioned in note 46(a),

on 20 June 2016, the Group disposed of its 49% equity

interest in Hongsheng Investments to an independent

third party with cash consideration of RMB1,400,000,000,

the equity interest of Hongsheng Investments held

by the Group was then decreased to 51%, in which

the Group continuously has control over Hongsheng

Investments. The difference of RMB775,000 between

the consideration and the attributable share of the net

assets by the non-controlling shareholder upon disposal

amounting to RMB1,399,225,000 was credited to special

reserve and the non-controlling interests amounting to

RMB1,399,225,000 which is measured by reference

to the proportionate shares of the 49% net identifiable

assets of Hongsheng Investments was recognised at the

disposal date.

– F-885 –

China Aoyuan Property Group Limited Annual Report 2017292

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

47. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權截至二零一七年十二月三十一日止年度

(i) 截至二零一七年十二月三十一日止年度，一名獨立第三方向奧園集團重慶置業有限公司（「重慶置業」）注資人民幣407,000,000元，導致本集團所持重慶置業股權權益由100%攤薄至51%。部分處置後，本集團持續控制重慶置業。獨立第三方注入的資本與出售重慶置業的股權之間的差額為人民幣13,973,000元，其中已計入特別儲備。

(ii) 截至二零一七年十二月三十一日止年度，一名獨立第三方向揚州奧園置業有限公司（「揚 州 奧 園」）注 資 人 民 幣900,000,000元， 導 致 本 集團所持揚州奧園股權權益由100%攤薄至51%。部分處置後，本集團持續控制揚州奧園。獨立第三方注入的資本與出售凱毅的股權並無差額。

(iii) 截至二零一七年十二月三十一日止年度，一名獨立第三方向泉州奧園置業有限公司（「泉州奧園」）注資人民幣62,830,000

元，導致本集團持有的泉州奧園股權從100%攤薄至80%。部分出售後，本集團持續控制泉州奧園。注入資本與出售泉州奧園股權之間的差額為人民幣335,000元，計入特別儲備。

47. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests in subsidiaries without loss of controlFor the year ended 31 December 2017

(i) During the year ended 31 December 2017, an

independent third party injected capital amounting

to RMB407,000,000 to 奧園集團重慶置業有限公司, Aoyuan Group Chongqing Property Co., Ltd.

(“Chongqing Property”), resulting in the dilution of

equity interest in Chongqing Property held by the

Group from 100% to 51%. The Group continuously

control over Chongqing Property after the partial

disposal. The difference between the capital injected

by the independent third party and the attributable

equity interests in Chongqing Property disposed

amounting to RMB13,973,000 was charged to

special reserve.

(ii) During the year ended 31 December 2017, an

independent third party injected capital amounting

to RMB900,000,000 to 揚州奧園置業有限公司,

Yangzhou Aoyuan Property Co., Ltd. (“Yangzhou

Aoyuan”), resulting in the dilution of equity interest

of Yangzhou Aoyuan held by the Group from 100%

to 51%. The Group continuously control over

Yangzhou Aoyuan after the partial disposal. There is

no difference between the capital injected by the

independent third party and the attributable equity

interests in Yangzhou Aoyuan disposed.

(iii) During the year ended 31 December 2017, an

independent third party injected capital amounting

to RMB62,830,000 to 泉州奧園置業有限公司,

Quanzhou Aoyuan Property Co., Ltd, (“Quanzhou

Aoyuan”), resulting in the dilution of equity interest

of Quanzhou Aoyuan held by the Group from

100% to 80%. The Group continuously control

over Quanzhou Aoyuan after the partial disposal.

The difference between the capital injected by the

independent third party and the attributable equity

interests in Quanzhou Aoyuan disposed amounting

to RMB335,000 was credited to special reserve.

– F-886 –

中國奧園地產集團股份有限公司　二零一七年年報 293

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

47. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一七年十二月三十一日止年度（續）

(iv) 截至二零一七年十二月三十一日止年度，一名獨立第三方向重慶奧譽置業有限公司（「重 慶 奧 譽」）注 資 人 民 幣200,000,000元，導致本集團持有的重慶奧譽股權從100%

攤薄至87.5%。部分出售後，本集團持續控制重慶奧譽。注入資本與出售重慶奧譽股權之間的差額為人民幣9,105,000

元，計入特別儲備。

(v) 截至二零一七年十二月三十一日止年度，本集團三名管理人員向廣東奧園奧買家電子商務有限公司（「奧園奧買家」）注資人民幣10,000,000元，導致本集團持有的奧園奧買家股權從100%攤薄至80%。部分出售後，本集團持續控制奧園奧買家。注入資本與出售奧園奧買家股權之間的差額為人民幣10,170,000元，計入特別儲備。

(vi) 截至二零一七年十二月三十一日止年度，一名獨立第三方向凱毅（廣州）置業有限公 司（「凱 毅」）注 資 人 民 幣200,000,000元，導致本集團持有的凱毅股權由100%攤薄至86.06%。部分出售後，本集團繼續控制凱毅。獨立第三方注入的資本與出售於凱毅的應佔股權間並無差異。

47. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests in subsidiaries without loss of control (continued)For the year ended 31 December 2017 (continued)

(iv) During the year ended 31 December 2017, an

independent third party injected capital amounting

to RMB200,000,000 to 重慶奧譽置業有限公司,

Chongqing Aoyu Property Co., Ltd. (“Chongqing

Aoyu”), resulting in the dilution of equity interest

of Chongqing Aoyu held by the Group from 100%

to 87.5%. The Group continuously control over

Chongqing Aoyu after the partial disposal. The

difference between the capital injected by the

independent third party and the attributable equity

interests in Chongqing Aoyu disposed amounting to

RMB9,105,000 was charged to special reserve.

(v) During the year ended 31 December 2017, three

management personnel of the Group injected

capital amounting to RMB10,000,000 to 廣東奧園奧買家電子商務有限公司, Guangdong Aoyuan Aomygod

E-commerce Co., Ltd. (“Aomygod”), resulting in the

dilution of equity interest of Aomygod held by the

Group from 100% to 80%. The Group continuously

control over Aomygod after the partial disposal. The

difference between the capital injected and the

attributable equity interests in Aomygod disposed

amounting to RMB10,170,000 was credited to

special reserve.

(vi) During the year ended 31 December 2017, an

independent third party injected capital amounting

to RMB200,000,000 to 凱毅（廣州）置業有限公司,

Kaiyi (Guangzhou) Property Co., Ltd. (“Kaiyi”),

resulting in the dilution of equity interest of Kaiyi

held by the Group from 100% to 86.06%. The

Group continuously control over Kaiyi after the

partial disposal. There is no difference between the

capital injected by the independent third party and

the attributable equity interests in Kaiyi disposed.

– F-887 –

China Aoyuan Property Group Limited Annual Report 2017294

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

47. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一六年十二月三十一日止年度

(i) 於收購成都齊達（其持有宜華置業70%股權）全部股權後，如附註46(a)所述，於二零一六年六月十六日，本集團及非控股股東分別向宜華置業增資人民幣765,000,000元及人民幣686,000,000元，本集團持有的宜華置業股權隨後由70%攤薄至53.3%，而本集團於攤薄之後繼續擁有宜華置業的控制權。非控股股東增資超出非控股股東就該項視為出售應佔資產淨值的數額人民幣862,000

元已計入特別儲備。非控股權益人民幣685,138,000元已按照其在宜華置業可辨認淨資產所佔的持股比例46.7%計算並於視為出售日期予以確認。

47. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests in subsidiaries without loss of control (continued)For the year ended 31 December 2016

(i) Subsequent to the acquisition of 100% equity

interest in Chengdu Qida which holds 70% equity

interest in Yihua Property, as mentioned in note 46(a),

on 16 June 2016, the Group and the non-controlling

shareholder injected capital amounting to

RMB765,000,000 and RMB686,000,000 to Yihua

Property, respectively, the equity interest in Yihua

Property held by the Group was then diluted from

70% to 53.3%, in which the Group continuously

has control over Yihua Property after the dilution. An

excess of the capital injected by the non-controlling

shareholder over the attributable share of the net

assets by the non-controlling shareholder on this

deemed disposal amounting to RMB862,000 was

credited to special reserve and the non-controlling

interests amounting to RMB685,138,000 which

is measured by reference to the proportionate

shares of the 46.7% net identifiable assets of Yihua

Property was recognised at the deemed disposal

date.

– F-888 –

中國奧園地產集團股份有限公司　二零一七年年報 295

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

47. 出售附屬公司（續）

(c) 視為出售附屬公司部分權益而並無失去控制權（續）

截至二零一六年十二月三十一日止年度（續）

(ii) 於截至二零一六年十二月三十一日止年度，廣州市源沁文化傳播企業（有限合夥）（「源沁文化」）及廣州市源沁管理顧問企業（有限合夥）（「源沁管理」）（均由已於二零一七年五月二十六日退任的本公司非執行董事楊忠先生控制）分別向本集團非全資附屬公司廣州智安天使網路科技有限公司（「智安天使」）注入資金人民幣1,200,000元及人民幣4,800,000元。此後，本集團持有的智安天使股權攤薄至44%，攤薄後本集團仍然具有智安天使的控制權。非控股股東增資超出非控股股東就該項視為出售應佔資產淨值的數額人民幣4,234,000元已計入特別儲備。非控股權益人民幣1,766,000元已按照其在智安天使視作出售日期確認的可辨認淨資產所佔的持股比例20%

計算。

47. Disposal of Subsidiaries (continued)

(c) Deemed disposal of partial interests in subsidiaries without loss of control (continued)For the year ended 31 December 2016 (continued)

(ii) During the year ended 31 December 2016, 廣州市源沁文化傳播企業（有限合夥) Guangzhou Qinyuan

Culture Media Limited Partnership (the “Qinyuan

Culture”) and 廣州市源沁管理顧問企業（有限合夥) Guangzhou Qinyuan Management Consultant

Limited Partnership (the “Qinyuan Management”),

both of which are controlled by Mr. Yang Zhong, a

non-executive director of the Company who retired

on 26 May 2017, injected capital amounting to

RMB1,200,000 and RMB4,800,000, respectively,

to 廣州智安天使網路科技有限公司 Guangzhou Zhi

An Tianshi Internet Technology Company Limited

(“Zhi An Tianshi”), a non wholly-owned subsidiary

of the Group. The effective equity interest of Zhi An

Tianshi held by the Group was then diluted to 44%,

in which the Group continuously has control over

Zhi An Tianshi after the dilution. An excess of the

capital injected by the non-controlling shareholders

over the attributable share of the net assets by

the non-controlling shareholders on this deemed

disposal amounting to RMB4,234,000 was credited

to special reserve and the non-controlling interests

amounting to RMB1,766,000 which is measured

by reference to the proportionate shares of the

20% net identifiable assets of Zhi An Tianshi was

recognised at the deemed disposal date.

– F-889 –

China Aoyuan Property Group Limited Annual Report 2017296

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

48. 融資活動所產生的負債對賬

下表詳述本集團來自融資活動的負債變動，包括現金及非現金變動。融資活動產生的負債為列入本集團綜合財務報表自融資活動現金流量產生的現金流量或未來現金流量。

48. Reconciliation of Liabilities Arising From Financing Activities

The table below details changes in the Group’s liabilities arising

from financing activities, including both cash and non-cash

changes. Liabilities arising from financing activities are those

for which cash flows were, or the future cash flow will be,

classified in the Group’s consolidated financial statements of

cash flows from financing activities.

Non-cash changes

非現金變動

At 1

January

2017

Financing

cash flow

Interest

paid

Acquisition

of

subsidiaries

Finance

cost of

the year

Loss on early

redemptions

of senior

notes

Non-cash

financing

Foreign

exchange

gains

At 31

December

2017

二零一七年一月一日

融資現金流量 已付利息

收購附屬公司

年內融資成本

提早贖回優先票據之

虧損 非現金融資 外匯收益

二零一七年十二月

三十一日RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Amounts due to non-controlling

shareholders of subsidiaries

應付附屬公司 非控股股東款項 163,098 446,493 – – – – – – 609,591

Loans from non-controlling

shareholders of subsidiaries

來自附屬公司 非控股股東的貸款 1,187,400 737,580 (134,732) 200,000 134,732 – – – 2,124,980

Amounts due to joint ventures 應付合營企業的款項 132,819 94,513 – – – – – – 227,332

Amounts due to an associate 應付一間聯營公司的款項 – 20 – – – – – – 20

Bank and other borrowings 銀行及其他借款 6,792,782 19,663,174 (972,300) 1,476,413 1,024,337 – – (190,090) 27,794,316

Senior notes and bonds 優先票據及債券 11,587,669 1,062,776 (874,820) – 916,077 198,808 – (315,065) 12,575,445

Other payables 其他應付款 – – (25,105) – 25,105 – 1,042,259 – 1,042,259

At 31 December 2017 於二零一七年 十二月三十一日 19,863,768 22,004,556 (2,006,957) 1,676,413 2,100,251 198,808 1,042,259 (505,155) 44,373,943

– F-890 –

中國奧園地產集團股份有限公司　二零一七年年報 297

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

49. 或然負債於各報告期末，本集團的或然負債如下：

本集團就授予本集團若干物業買家的按揭銀行貸款而擔任面對銀行的擔保人，並同意於買家拖欠償還未償還按揭貸款及應計貸款利息時償還未償還按揭貸款。執行董事認為，由於違約率較低，財務擔保合約於首次確認時的公平值並不重大，且並無作出撥備。

本集團已就銀行授予本集團之合營企業的銀行融資提供擔保。本公司執行董事認為，擔保合約之公平值於初步確認時並不重大。此外，由於違約風險較低，因此於報告期末並無就擔保合約確認撥備。

49. Contingent Liabilities

At the end of respective reporting period, the Group had

contingent liabilities as follows:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Guarantees given to banks in

connection with facilities granted

to third parties

就第三方獲授的融資 向銀行作出之擔保

29,172,050 20,434,023

Guarantees given to banks in

connection with facilities granted

to joint ventures

就合營企業獲授的融資 向銀行作出之擔保

1,920,000 1,150,000

The Group acted as guarantor to the banks in respect of

the mortgage bank loans granted to certain purchasers of

the Group’s property and agreed to repay the outstanding

mortgaged loans upon the purchasers’ default on the

repayment of the outstanding mortgage loans and the loan

interest accrual thereon. In the opinion of the executive

directors, the fair value of the financial guarantee contracts is

not significant at the initial recognition and provision has not

been made as the default rate is low.

The Group had provided guarantees in respect of banking

facilities granted by banks to the Group’s joint ventures. In

the opinion of the executive directors of the Company, the

fair value of guarantee contracts are insignificant at initial

recognition. Also, no provision for the guarantee contracts at

the end of the reporting period is recognised as the default

risk is low.

– F-891 –

China Aoyuan Property Group Limited Annual Report 2017298

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

50. Operating Lease Arrangements

As lessorContingent rental for certain properties was charged to tenants

and was determined by a certain percentage of turnover earned

by the tenants upon they exceed the pre-determined monthly

rental. The contingent rental income recognised during the

year ended 31 December 2017 amounted to RMB10,957,000

(2016: RMB7,690,000). The properties held by the Group for

rental purpose have committed tenants for periods ranging

from 1 to 16 years.

At the end of the respective reporting period, the Group had

contracted with tenants for the following future minimum

lease payments:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Within one year 一年內 110,565 93,116

In the second to fifth year inclusive 第二至第五年（包括首尾兩年） 290,318 217,034

After five years 五年以上 235,101 150,718

635,984 460,868

Rental from certain tenants of an investment property

are determined at the amount of the higher of a specified

percentage of their turnover and a fixed monthly rental. The

remaining properties are expected to generate rental yields of

average 0.65% to 3.63% per annum on an on-going basis. All

the properties held have committed tenants for a term ranging

from 2 to 17 years.

50. 經營租賃安排

作為出租人若干物業的或然租金向租戶收取，在租戶賺取的營業額超出預定月租金時按營業額的一定百分比釐定。於截至二零一七年十二月三十一日止年度確認的或然租金收入為人民幣10,957,000 元（二零一六年：人民幣7,690,000元）。本集團持作租賃物業的租戶承諾租期介乎一年至十六年。

於各報告期末，本集團與租客已訂約的未來最低租賃款項如下：

投資物業部分租戶之租金乃按其營業額特定比率及固定月租之較高者釐定。餘下物業預期將持續產生每年平均0.65%至3.63%的租金回報率。所有持有物業均有介乎2至17年期限的已承諾租戶。

– F-892 –

中國奧園地產集團股份有限公司　二零一七年年報 299

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

50. 經營租賃安排（續）

作為承租人於各報告期末，本集團根據不可取消經營租賃項下的未來最低租賃款項尚未支付承擔將於以下期內到期：

經營租賃款項主要指本集團就若干辦公室及倉庫而應付的租金。磋商所得的租賃年期介乎一至七年，平均一至七年內的租金亦已確定。

50. Operating Lease Arrangements (continued)

As lesseeAt the end of the respective reporting period, the Group had

outstanding commitments for future minimum lease payments

under non-cancellable operating leases, which fall due as

follows:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Within one year 一年內 73,440 55,462

In the second to fifth year inclusive 第二至第五年（包括首尾兩年） 100,668 127,567

After five years 五年以上 16,588 88

190,696 183,117

Operating lease payments mainly represent rentals payable by

the Group for certain of its office premises and warehouse.

Leases are negotiated with range from 1 to 7 years and rentals

are fixed for an average term of 1 to 7 years.

– F-893 –

China Aoyuan Property Group Limited Annual Report 2017300

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

51. Other Commitments

At the end of respective reporting period, the Group has other

commitments as follow:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Construction cost commitments for

properties for sales contracted for but

not provided in the consolidated

financial statements

已訂約惟未於綜合財務報表內 撥備之可供銷售物業 建築成本承擔

12,561,804 7,378,841

Commitments for acquisition of land use

rights contracted for but not provided

in the consolidated financial statements

已訂約惟未於綜合財務報表內 撥備之有關收購 土地使用權承擔 935,799 2,513,617

Commitments for acquisition of

subsidiaries contracted for but not

provided in the consolidated financial

statements

已訂約惟未於綜合財務報表內 撥備之附屬公司 承擔

3,781,208 1,040,000

Construction cost commitments for

investment properties contracted

for but not provided in the consolidated

financial statements

已訂約惟未於綜合財務報表內 撥備之投資物業 建築成本承擔

331,175 289,301

Construction commitment in respect

of hotel under development contracted

for but not provided in the consolidated

financial statements

已訂約惟未於綜合財務報表內 撥備之在建酒店 建築成本承擔

5,160 5,160

Commitments for acquisition

of a joint venture contracted

for but not provided in the

consolidated financial statements

已訂約惟未於簡明綜合財務報表 內撥備之收購一間 合營企業承擔

167,656 –

Commitments for acquisition of

property, plant and equipment

contracted for but not provided in

the consolidated financial statements

已訂約惟未於簡明綜合財務報表 內撥備之收購物業、廠房及設備

399,349 –

51. 其他承擔於各報告期末，本集團有其他承擔如下：

– F-894 –

中國奧園地產集團股份有限公司　二零一七年年報 301

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

51. 其他承擔（續）本集團應佔與其他投資者就其合營企業共同作出之承擔如下：

52. 資產抵押於報告期末，已抵押以下資以取得授予本集團之若干銀行及其他融資：

附註： 本集團已抵押部分持有上述抵押待售在建物業的附屬公司的權益用以獲授銀行融資。

51. Other Commitments (continued)

The Group’s share of commitments made jointly with other

investors relating to its joint ventures, are as follows:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Construction cost commitments for

properties for sales contracted for

but not provided in the consolidated

financial statements

已訂約惟未於綜合財務報表內 撥備之可供銷售物業 建築成本承擔

386,325 358,304

52. Pledge of Assets

The following assets were pledged to secure certain banking

and other facilities granted to the Group at the end of the

reporting period:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Property, plant and equipment 物業、廠房及設備 393,873 99,290

Prepaid lease payments 預付租賃款項 23,056 –

Investment properties 投資物業 1,637,193 1,223,253

Properties for sale 可供銷售物業 12,868,581 4,142,315

Restricted bank deposits 受限制銀行存款 1,622,869 485,578

16,545,572 5,950,436

Note: The Group’s equity interests in certain subsidiaries, which hold certain pledged properties under development for sale included above, have been pledged to secure certain banking facilities granted to the Group.

– F-895 –

China Aoyuan Property Group Limited Annual Report 2017302

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

53. 以股份為基礎支付的交易

股本結算購股權計劃本公司之購股權計劃（「計劃」）乃根據於二零零七年九月十三日通過之決議案採納，主要目的為向董事及合資格僱員提供獎勵。

於二零一七年十二月三十一日，根據該計劃已授出但仍未行使的購股權涉及的股份數目為5,000,000股（二零一六年：10,000,000股），相當於本公司於該日已 發 行 股 份 的0.19%（二 零 一 六 年：0.37%）。未經本公司股東事先批准，根據計劃授出購股權所涉股份總數不可超過本公司任何時間已發行股份的10%。未經本公司股東事先批准，於任何一個年度內向任何人士授出及可能授出之購股權所涉已發行及將發行之股份數目不可超過本公司任何時間已發行股份的1%。

授出購股權應付之代價為1港元。購股權可按下文所列之時間表予以行使。行使價由本公司執行董事釐定，且不得低於(i)本公司股份於授出日期的收市價；(ii)緊接授出日期前五個營業日的平均收市價；及(iii)

本公司股份面值之最高者。

53. Share-Based Payment Transactions

Equity-settled share option schemeThe Company’s share option scheme (the “Scheme”), was

adopted pursuant to a resolution passed on 13 September

2007 for the primary purpose of providing incentives to

directors and eligible employees.

At 31 December 2017, the number of shares in respect of which

options had been granted and remained outstanding under

the Scheme was 5,000,000 (2016: 10,000,000), representing

0.19% (2016: 0.37%) of the shares of the Company in issue

at that date. The total number of shares in respect of which

options may be granted under the Scheme is not permitted

to exceed 10% of the shares of the Company in issue at any

point in time, without prior approval from the Company’s

shareholders. The number of shares issued and to be issued

in respect of which options granted and may be granted to any

individual in any one year is not permitted to exceed 1% of the

shares of the Company in issue at any point in time, without

prior approval from the Company’s shareholders.

Consideration of HK$1 is payable on the grant of an option.

Options may be exercised according to the schedule set out

below. The exercise price is determined by the executive

directors of the Company, and will not be less than the highest

of (i) the closing price of the Company’s shares on the date of

grant; (ii) the average closing price of the shares for the five

business days immediately preceding the date of grant; and

(iii) the nominal value of the Company’s shares.

– F-896 –

中國奧園地產集團股份有限公司　二零一七年年報 303

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

53. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）購股權之特定分類詳情如下：

53. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)Details of specific categories of options are as follows:

Option type

No. of options

granted

after the

adjustment Date of grant Vesting period Exercisable period

Exercise

price

after the

adjustment

Fair value/

share at

grant date

調整後授出日期 購股權類型 所授購股權數目 授出日期 歸屬期間

可行使期間調整後行使價 每股公平值

HK$ HK$

港元 港元

2016A 5,000,000 12 December 2016 N/A 12 December 2016 to

31 December 2017

1.778 0.08

二零一六年 十二月十二日

不適用 二零一六年十二月十二日 至二零一七年 十二月三十一日

2016B 5,000,000 12 December 2016 12 December 2016 to

31 December 2017

1 January 2018 to

31 December 2018

1.778 0.26

二零一六年 十二月十二日

二零一六年 十二月十二日 至二零一七年 十二月三十一日

二零一八年一月一日 至二零一八年 十二月三十一日

– F-897 –

China Aoyuan Property Group Limited Annual Report 2017304

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

53. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）下表披露董事及僱員於本年度及過往年度所持本公司購股權之變動：

53. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)The following table disclose movement’s of the Company’s

share options held by the directors and employees during the

current and prior years:

Option type

Outstanding

at

1 January

2016

Granted

during

the year

Exercised

during

the year

Expired

during

the year

Outstanding

at

31 December

2016

Granted

during

the year

Exercised

during

the year

Expired

during

the year

Outstanding

at

31 December

2017

購股權類型

於二零一六年一月一日未行使 年內授出 年內行使 年內屆滿

於二零一六年十二月三十一日

未行使 年內授出 年內行使 年內屆滿

於二零一七年十二月三十一日

未行使’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000

千份 千份 千份 千份 千份 千份 千份 千份 千份(Note)

（附註）

2016A – 5,000 – – 5,000 – 5,000 – –

2016B – 5,000 – – 5,000 – – – 5,000

– 10,000 – – 10,000 – 5,000 – 5,000

Exercisable at the

end of the year

於年末可行使 – 5,000 5,000

Weighted average

exercise price (HK$)

加權平均行使價（港元） – 1.778 1.778 1.778 1.778

Note: In respect of the share options exercised during the year, the weighted average share price at the dates of exercise was HK$4.14.

附註： 就本年度行使的購股權而言，行使日期的加權平均股價為4.14港元。

– F-898 –

中國奧園地產集團股份有限公司　二零一七年年報 305

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

53. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）公平值乃使用二項式模式計算。該模式之輸入參數如下：

預期波幅以本公司股價於過往一年之歷史波幅釐定。該模式中使用之預計年期已按管理層經考慮不可轉讓性、行使限制及行為因素後作出之最佳估計調整。無風險利率乃按香港政府債券收益率（到期日約整至購股權屆滿日）釐定。

於截至二零一七年十二月三十一日止年度，本集團就本公司授出之購股權確認開支總額人民幣1,100,000元（二零一六年：人民幣376,000元）及由於本公司授出的購股權已於截至二零一七年十二月三十一日止年度內獲行使，故撤銷購股權儲備人民幣376,000元（二零一六年：無）。

已扣減預期歸屬的已授出購股權數目，以反映過往經驗中已授出購股權在歸屬期間完成前被收回，因此購股權開支已作調整。於報告期末，本集團將修訂其對預期最終歸屬購股權數目之估計。修訂原來估計數字的影響（如有）乃於剩餘歸屬期間在損益賬確認，並對購股權儲備作出相應調整。

53. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)These fair values were calculated using the binominal model.

The inputs into the model were as follows:

2016A 2016B

Exercise price 行使價HK$1.778

1.778港元HK$1.778

1.778港元Expected volatility 預期波幅 28% 41%

Expected life 預計年期 1 years 2 years

Risk-free rate 無風險利率 0.676% 0.907%

Expected dividend yield 預期股息回報率 8% 8%

Expected volatility was determined by using the historical

volatility of the Company’s share price over the previous one

year. The expected life used in the model has been adjusted,

based on management’s best estimate, for the effects of

non-transferability, exercise restrictions and behavioural

considerations. The risk-free rate was determined by yield of

Hong Kong Government Bond with maturity nearest to the

expiration date of the share options.

The Group recognised the total expense of RMB1,100,000

(2016: RMB376,000) for the year ended 31 December 2017 in

relation to share options granted by the Company and reversed

share option reserve of RMB376,000 (2016: nil) as the share

option was exercised during the year ended 31 December 2017

in relation to share options granted by the Company.

The number of share options granted expected to vest has

been reduced to reflect historical experience of forfeiture

of options granted prior to completion of vesting period and

accordingly the share option expense has been adjusted. At

the end of the reporting period, the Group revises its estimates

of the number of options that are expected to ultimately vest.

The impact of the revision of the original estimates, if any, is

recognised in the profit and loss over the remaining vesting

period, with a corresponding adjustment to the share option

reserve.

– F-899 –

China Aoyuan Property Group Limited Annual Report 2017306

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

53. 以股份為基礎支付的交易（續）

股本結算購股權計劃（續）二項式模式已用於估計購股權的公平值。計算購股權公平值時使用的變量及假設乃根據執行董事之最佳估計。購股權的價值會因若干主觀假設的不同變量而有所差異。

54. 退休福利計劃根據中國相關法律及法規，本公司的中國附屬公司須參與由地方市政府管理的定額供款退休計劃。本集團的中國附屬公司乃以平均僱員薪金按地方市政府同意的既定百分比計算之金額向計劃支付供款，為僱員的退休福利提供資金。本集團對退休福利計劃應負的主要責任為根據計劃作出所須供款。

本集團亦在香港為所有合資格僱員運作一個強制性公積金計劃。計劃資產於受託人控制的基金中與本集團資產分開持有。本集團按相關工資成本的5%向計劃供款，僱員亦按相同金額供款。

對澳洲及加拿大定額供款計劃的供款乃由僱主根據僱員薪金及工資的若干百分比例作出。

本集團已就截至二零一七年十二月三十一日止年度確認退休福利供款人民幣34,423,000元（二 零 一 六 年： 人 民21,664,000元

53. Share-Based Payment Transactions (continued)

Equity-settled share option scheme (continued)The Binomial model has been used to estimate the fair value of

the options. The variables and assumptions used in computing

the fair value of the share options are based on the executive

directors’ best estimate. The value of an option varies with

different variables of certain subjective assumptions.

54. Retirement Benefits Schemes

According to the relevant laws and regulations in the PRC,

the Company’s PRC subsidiaries are required to participate

in a defined contribution retirement scheme administrated by

the local municipal government. The Group’s PRC subsidiaries

contribute funds which are calculated on certain percentage

of the average employee salary as agreed by local municipal

government to the scheme to fund the retirement benefits

of the employees. The principal obligation of the Group with

respect to the retirement benefits scheme is to make the

required contributions under the scheme.

The Group also operates a Mandatory Provident Fund Scheme

for all qualified employees in Hong Kong. The assets of the

scheme are held separately from those of the Group, in funds

under the control of trustee. The Group contributes 5% of

relevant payroll costs to the scheme and the same amount is

matched by employees.

Contribution to the defined contribution plans in Australia and

Canada are made by the employer based on a certain % of the

employees’ salaries and wages.

The Group recognised the retirement benefit contributions of

RMB34,423,000 (2016: RMB21,664,000) for the year ended

31 December 2017.

– F-900 –

中國奧園地產集團股份有限公司　二零一七年年報 307

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

55. Related Party Transactions

(a) The Group had material transactions during the year with

related parties as follows:

2017 2016

二零一七年 二零一六年Related party Nature of transaction RMB’000 RMB’000

關連方 交易性質 人民幣千元 人民幣千元

Joint ventures Interest income

合營企業 利息收入 1,173 4,313

Joint ventures Property management services

income

合營企業 物業管理服務收入 9,220 3,407

Non-controlling shareholders of

subsidiaries

Interest income

附屬公司非控股股東 利息收入 5,412 –

Non-controlling shareholders of

subsidiaries

Interest expense

附屬公司非控股股東 利息支出 134,732 111,856

Related parties (note 47 (c)(ii)) Deemed disposal of partial

interest in a subsidiary without

loss of control

關連公司（附註47(c)(ii)） 視為出售一間附屬公司部分權益而並無失去控制權 – 6,000

(b) The remuneration of key management personnel during

the year is as follows:

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Short-term benefits 短期福利 24,911 26,655

Share-based payments 以股份為基礎的付款 1,100 376

Retirement benefit scheme

contributions

退休福利計劃供款62 93

26,073 27,124

The remuneration of directors and key executives is

determined by the remuneration committee having regard

to the performance of individuals and market trends.

55. 關連方交易(a) 本集團於本年度與關連方間的重大

交易如下：

(b) 於本年度主要管理人員薪酬如下：

董事及主要行政人員薪酬乃由薪酬委員會考慮個人表現及市場趨勢而釐定。

– F-901 –

China Aoyuan Property Group Limited Annual Report 2017308

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情

(a) 主要附屬公司一般資料於報告期末，本集團主要附屬公司詳情如下：

56. Particulars of Principal Subsidiaries of the Company

(a) General information of principal subsidiariesDetails of the Group’s principal subsidiaries at the end of

the reporting period are as follows:

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

Add Hero Holdings Limited

(“Add Hero”) (note a)

British Virgin

Islands (“BVI”)

100% 100% USD10,000 Investment

holding

Limited liability

company

Add Hero Holdings Limited

（「Add Hero」）（（附註a）英屬維京群島

（「英屬維京群島」）10,000美元 投資控股 有限公司

奧園集團有限公司(Aoyuan Group Company Limited)

PRC 100% 100% RMB680,000,000 Investment

holding,

loan financing

and property

development

Limited liability

company

奧園集團有限公司 中國 人民幣680,000,000元 投資控股、 貸款融資 及物業發展

有限公司

廣州奧園海景城房地產開發有限公司(Guangzhou Aoyuan Hai Jing

Cheng Real Estate Development

Company Limited)

PRC 100% 100% RMB380,000,000 Property

development

Limited liability

company

廣州奧園海景城房地產開發有限公司 中國 人民幣380,000,000元 物業發展 有限公司

廣州奧林匹克房地產開發有限公司(Guangzhou Olympic Real Estate

Development Company Limited)

PRC 100% 100% RMB60,000,000 Property

development

Limited liability

company

廣州奧林匹克房地產開發有限公司 中國 人民幣60,000,000元 物業發展 有限公司

– F-902 –

中國奧園地產集團股份有限公司　二零一七年年報 309

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

廣州奧園資產經營管理有限公司(Guangzhou Aoyuan Assets of

Management Company Limited)

Company Limited)

PRC 100% 100% RMB50,000,000 Provision of

consultancy

services and

hotel ownership

Limited liability

company

廣州奧園資產經營管理有限公司 中國 人民幣50,000,000元 提供諮詢服務 並擁有酒店

有限公司

玉林奧園房地產開發有限公司(Yulin Aoyuan Real Estate

Development Company Limited)

PRC 100% 100% RMB80,000,000 Property

development

Limited liability

company

玉林奧園房地產開發有限公司 中國 人民幣80,000,000元 物業發展 有限公司

玉林奧園康城房地產開發有限公司(Yulin Aoyuan Cannes Real Estate

Development Company Limited)

PRC 100% 100% RMB200,000,000 Property

development

Limited liability

company

玉林奧園康城房地產開發有限公司 中國 人民幣200,000,000元 物業發展 有限公司

江門江奧地產開發有限公司(Jiangmen Jiangao Real Estate

Development Company Limited)

(“Jiangmen Jiangao”)

PRC 51% 51% RMB20,000,000 Property

development

Limited liability

company

江門江奧地產開發有限公司 中國 人民幣20,000,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-903 –

China Aoyuan Property Group Limited Annual Report 2017310

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

清遠市奧園置業有限公司(Qingyuan Aoyuan Property

Company Limited)

PRC 80% 80% RMB50,000,000 Property

development

Limited liability

company

清遠市奧園置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

瀋陽奧園新城置業有限公司(Shenyang Aoyuan New City

Property Company Limited)

PRC 100% 100% RMB1,030,000,000 Property

development

Limited liability

company

瀋陽奧園新城置業有限公司 中國 人民幣1,030,000,000元

物業發展 有限公司

廣州奧譽房地產開發有限公司(Guangzhou Aoyu Real Estate

Exploitation Company Limited)

(“Guangzhou Aoyu”)

PRC 54% 54% HK$1,390,000,000 Property

development

Limited liability

company

廣州奧譽房地產開發有限公司 中國 1,390,000,000港元 物業發展 有限公司

中山廣場開發建設有限公司(Zhongshan Plaza Development

Company Limited)

PRC 100% 100% USD110,000,000 Property

development

Wholly foreign

owned

enterprise

中山廣場開發建設有限公司 中國 110,000,000美元 物業發展 外商獨資企業

佑林泛太（昆山）置業有限公司(Woolim Fanta (Kunshan)

Development Company Limited)

PRC 100% 100% USD5,552,000 Property

development

Wholly foreign

owned

enterprise

佑林泛太（昆山）置業有限公司 中國 5,552,000美元 物業發展 外商獨資企業

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-904 –

中國奧園地產集團股份有限公司　二零一七年年報 311

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

佑林（昆山）有限公司(Woolim (Kunshan) Development

Company Limited)

PRC 100% 100% USD3,100,000 Property

development

Wholly foreign

owned

enterprise

佑林（昆山）有限公司 中國 3,100,000美元 物業發展 外商獨資企業

廣州奧園康城投資有限公司(Guangzhou Aoyuan Cannes

Investments Company Limited)

PRC 100% 100% RMB670,000,000 Property

development

Limited liability

company

廣州奧園康城投資有限公司 中國 人民幣670,000,000元

物業發展 有限公司

奧園集團（廣州）有限公司(Aoyuan Group (Guangzhou)

Company Limited)

PRC 100% 100% RMB1,000,000,000 Property

development

Limited liability

company

奧園集團（廣州）有限公司 中國 人民幣1,000,000,000元

物業發展 有限公司

廣州市萬貝投資管理有限公司(Guangzhou Wan Pui Investment

Management Company Limited)

PRC 100% 100% RMB238,000,000 Property

development

Limited liability

company

廣州市萬貝投資管理有限公司 中國 人民幣238,000,000元

物業發展 有限公司

廣州南沙奧園養生酒店有限公司(Guangzhou Nansha Aoyuan

Health Hotel Company Limited)

PRC 100% 100% RMB110,000,000 Hotel operation Limited liability

company

廣州南沙奧園養生酒店有限公司 中國 人民幣110,000,000元 酒店經營 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-905 –

China Aoyuan Property Group Limited Annual Report 2017312

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

陽江市潤信置業有限公司(Yangjiang City RunXin Properties

Company Limited)

PRC 85% 85% RMB100,000,000 Property

development

Limited liability

company

陽江市潤信置業有限公司 中國 人民幣100,000,000元 物業發展 有限公司

雲浮奧園置業有限公司(Yun Fun Aoyuan Properties

Company Limited)

PRC 100% 100% RMB50,000,000 Property

development

Limited liability

company

雲浮奧園置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

重慶粵奧置業有限公司(Chongqing YueAo Properties

Company Limited)

PRC 100% 100% RMB450,000,000 Property

development

Wholly foreign

owned

enterprise

重慶粵奧置業有限公司 中國 人民幣450,000,000元 物業發展 外商獨資企業

奧園集團重慶置業有限公司(Aoyuan Group Chongqing YueAo

Properties Company Limited)

PRC 51% 100% RMB200,000,000 Property

development

Limited liability

company

奧園集團重慶置業有限公司 中國 人民幣200,000,000元 物業發展 有限公司

廣州康威集團有限公司(Guangzhou Kangwei)

PRC 51% 51% RMB150,000,000 Property

development

Limited liability

company

廣州康威集團有限公司 中國 人民幣150,000,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-906 –

中國奧園地產集團股份有限公司　二零一七年年報 313

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

佛山市南海奧譽房地產開發有限公司(Foshan City Nanhai Aoyu Real

Estate Development Company

Limited)

PRC 100% 100% RMB50,000,000 Property

development

Limited liability

company

佛山市南海奧譽房地產開發有限公司 中國 人民幣50,000,000元 物業發展 有限公司

奧園集團（梅州）有限公司(Aoyuan Group (Meizhou)

Company Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

奧園集團（梅州）有限公司 中國 人民幣100,000,000元 物業發展 有限公司

廣州蘿奧房地產開發有限公司(Guangzhou LuoAo Real Estate

Development Company Limited)

PRC 60% 60% RMB100,000,000 Property

development

Limited liability

company

廣州蘿奧房地產開發有限公司 中國 人民幣100,000,000元 物業發展 有限公司

廣州奧園商業發展有限公司(Guangzhou Aoyuan Commercial

Development Company Limited)

PRC 100% 100% RMB300,000,000 Property

development

Limited liability

company

廣州奧園商業發展有限公司 中國 人民幣300,000,000元 物業發展 有限公司

奧園集團（佛山）置業有限公司(Foshan Aoyuan Property Company

Limited)

PRC 100% 100% RMB50,000,000 Property

development

Limited liability

company

奧園集團（佛山）置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

奧園集團（英德）有限公司(Yingde Aoyuan Group Company

Limited)

PRC 51% 51% RMB200,000,000 Property

development

Limited liability

company

奧園集團（英德）有限公司 中國 人民幣200,000,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-907 –

China Aoyuan Property Group Limited Annual Report 2017314

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

廣東尚水酒業有限公司(Guangdong Shangshui Wine

Company Limited)

PRC 50% 50% RMB20,408,000 Property

development

Limited liability

company

廣東尚水酒業有限公司 中國 人民幣20,408,000元 物業發展 有限公司

奧園集團（韶關）有限公司(Shaoguan Aoyuan Group Company

Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

奧園集團（韶關）有限公司 中國 人民幣100,000,000元 物業發展 有限公司

重慶奧譽置業有限公司(Chongqing Aoyu Property Company

Limited)

PRC 87.5% 100% RMB1,400,000,000 Property

development

Wholly foreign

owned

enterprise

重慶奧譽置業有限公司 中國 人民幣1,400,000,000元

物業發展 外商獨資企業

蕉嶺奧園廣場有限公司(Jiaoling Aoyuan Square Company

Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

蕉嶺奧園廣場有限公司 中國 人民幣100,000,000元 物業發展 有限公司

重慶錦奧置業有限公司(Chongqing Jinao Property Company

Limited) (“Chongqing Jinao”)

PRC 60% 60% RMB2,500,000,000 Property

development

Limited liability

company

重慶錦奧置業有限公司 中國 人民幣2,500,000,000元

物業發展 有限公司

五華奧園廣場有限公司(Wuhua Aoyuan Square Company

Limited)

PRC 100% 100% RMB200,000,000 Property

development

Limited liability

company

五華奧園廣場有限公司 中國 人民幣200,000,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-908 –

中國奧園地產集團股份有限公司　二零一七年年報 315

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

嘉興奧園置業有限公司(Jiaxing Aoyuan Property Company

Limited)

PRC 100% 100% USD38,000,000 Property

development

Wholly foreign

owned

enterprise

嘉興奧園置業有限公司 中國 38,000,000美元 物業發展 外商獨資企業

蕉嶺縣建築工程有限公司(Jiaoling Construction Engineering

Company Limited)

PRC 100% 100% RMB101,000,000 Construction Limited liability

company

蕉嶺縣建築工程有限公司 中國 人民幣101,000,000元 建築 有限公司

廣西瀚林房地產開發有限公司(Guangxi Hanlin Property Development

Company Limited)

PRC 100% 100% RMB200,000,000 Property

development

Limited liability

company

廣西瀚林房地產開發有限公司 中國 人民幣200,000,000元 物業發展 有限公司

安徽勤聯房地產開發有限公司(Anhui Qinlian Property Development

Company Limited)

PRC 100% 100% RMB150,000,000 Property

development

Limited liability

company

安徽勤聯房地產開發有限公司 中國 人民幣150,000,000元 物業發展 有限公司

廣東奧園瀚林投資有限公司(Guangdong Aoyuan Hanlin Investment

Company Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

廣東奧園瀚林投資有限公司 中國 人民幣100,000,000元 物業發展 有限公司

安徽瀚德房地產開發有限公司(Anhui Hande Property Development

Company Limited)

PRC 100% 100% RMB30,000,000 Property

development

Limited liability

company

安徽瀚德房地產開發有限公司 中國 人民幣30,000,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-909 –

China Aoyuan Property Group Limited Annual Report 2017316

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

揚州匯銀置業有限公司(Yangzhou Huiyin Property Co., Ltd.)

PRC 100% 100% RMB50,000,000 Property

development

Limited liability

company

揚州匯銀置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

安徽瀚華房地產開發有限公司(Anhui Hanhua Property Development

Company Limited)

PRC 100% 100% RMB30,000,000 Property

development

Limited liability

company

安徽瀚華房地產開發有限公司 中國 人民幣30,000,000元 物業發展 有限公司

安徽勤建房地產開發有限公司(Anhui Qinjian Property Development

Company Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

安徽勤建房地產開發有限公司 中國 人民幣100,000,000元 物業發展 有限公司

珠海市梅溪置業有限公司(Zhuhai Meixi Property Company

Limited)

PRC 93% 93% RMB10,000,000 Property

development

Limited liability

company

珠海市梅溪置業有限公司 中國 人民幣10,000,000元 物業發展 有限公司

瀏陽奧園廣場房地產開發有限公司(Liuyang Aoyuan Plaza Property

Development Company Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

瀏陽奧園廣場房地產開發有限公司 中國 人民幣100,000,000元 物業發展 有限公司

南寧奧園瀚林置業有限公司(Nanning Aoyuan Hanlin Property

Company Limited)

PRC 100% 100% RMB50,000,000 Property

development

Limited liability

company

南寧奧園瀚林置業有限公司 中國 人民幣50,000,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-910 –

中國奧園地產集團股份有限公司　二零一七年年報 317

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

130 Elizabeth Street Pty Ltd Australia 70% 70% AUD10,000 Property

development

Limited liability

company

130 Elizabeth Street Pty Ltd 澳洲 10,000澳元 物業發展 有限公司

玉林奧園置業有限公司(Yulin Aoyuan Property Company

Limited)

PRC 100% 100% RMB100,000,000 Property

development

Limited liability

company

玉林奧園置業有限公司 中國 人民幣100,000,000元 物業發展 有限公司

成都宜華置業有限公司(Chengdu Yihua Property Company

Limited)

PRC 53% 53% RMB1,500,000,000 Property

development

Limited liability

company

成都宜華置業有限公司 中國 人民幣1,500,000,000元

物業發展 有限公司

深圳市泰富華瀾灣置業有限公司(Shenzhen Taifuhua Lanwan Property

Company Limited) (note d)

PRC 36% 36% RMB200,000,000 Property

development

Limited liability

company

深圳市泰富華瀾灣置業有限公司 中國 人民幣200,000,000元 物業發展 有限公司

深圳市瀾灣弘盛投資有限公司(Shenzhen Lanwan Hongsheng

Investments Company Limited)

PRC 51% 51% RMB140,000,000 Investment

holding

Limited liability

company

深圳市瀾灣弘盛投資有限公司 中國 人民幣140,000,000元 投資控股 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-911 –

China Aoyuan Property Group Limited Annual Report 2017318

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

廣州市雄泰房地產開發有限公司(Guangzhou Xiongtai Property

Development Co., Ltd.)

PRC 100% 100% RMB173,333,333 Property

development

Limited liability

company

廣州市雄泰房地產開發有限公司 中國 人民幣173,333,333元 物業發展 有限公司

惠州市泰華房地產開發有限公司(Huizhou Taihua Property

Development Co., Ltd.)

PRC 100% 100% RMB80,000,000 Property

development

Limited liability

company

惠州市泰華房地產開發有限公司 中國 人民幣80,000,000元 物業發展 有限公司

惠州市泰瑞房地產開發有限公司(Huizhou Tairui Property

Development Co., Ltd.)

PRC 100% 100% RMB35,680,000 Property

development

Limited liability

company

惠州市泰瑞房地產開發有限公司 中國 人民幣35,680,000元 物業發展 有限公司

惠州市泰宏房地產開發有限公司(Huizhou Taihong Property

Development Co., Ltd.)

PRC 100% 100% RMB35,680,000 Property

development

Limited liability

company

惠州市泰宏房地產開發有限公司 中國 人民幣35,680,000元 物業發展 有限公司

中山市華麗高房地產投資有限公司(Zhongshan Hualigao Property

Investments Co., Ltd.)

PRC 100% 100% RMB25,000,000 Property

development

Limited liability

company

中山市華麗高房地產投資有限公司 中國 人民幣25,000,000元 物業發展 有限公司

5799 Yonge Street Limited Partnership

(note b)

Canada N/A CAD1,000 Property

development

N/A

加拿大 100% 不適用 1,000加元 物業發展 不適用

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-912 –

中國奧園地產集團股份有限公司　二零一七年年報 319

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

佛山市南海恒德勝嘉置業有限公司(Foshang Nanhai Hengde Shengjia

Property Development Co., Ltd.)

PRC 100% N/A RMB250,000,000 Property

development

Limited liability

company

佛山市南海恒德勝嘉置業有限公司 中國 不適用 人民幣250,000,000元 物業發展 有限公司

深圳市秋銘投資發展有限公司(Shenzhen Qiuming Investment

Development Co., Ltd.)

PRC 100% N/A RMB125,000,000 Property

development

Limited liability

company

深圳市秋銘投資發展有限公司 中國 不適用 人民幣125,000,000元 物業發展 有限公司

寧波海拓置業有限公司(Ningbo Haituo Property Development

Co., Ltd.)

PRC 100% N/A RMB160,000,000 Property

development

Limited liability

company

寧波海拓置業有限公司╱ 中國 不適用 人民幣160,000,000元 物業發展 有限公司

寧波天派置業有限公司(Ningbo Tianpai Property Development

Co., Ltd.)

PRC 100% N/A RMB150,000,000 Property

development

Limited liability

company

寧波天派置業有限公司 中國 不適用 人民幣150,000,000元 物業發展 有限公司

寧波迪賽前豐置業有限公司(Ningbo Disai Qianfeng Property

Development Co., Ltd.)

PRC 100% N/A RMB210,000,000 Property

development

Limited liability

company

寧波迪賽前豐置業有限公司 中國 不適用 人民幣210,000,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-913 –

China Aoyuan Property Group Limited Annual Report 2017320

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

中山市三鄉鎮宏泰房地產開發有限公司(Zhongshan Sanxiang Hongtai Real

Estate Development Co., Ltd.)

PRC 100% N/A RMB10,000,000 Property

development

Limited liability

company

中山市三鄉鎮宏泰房地產開發有限公司 中國 不適用 人民幣10,000,000元 物業發展 有限公司

中山市金磚永固置業發展有限公司(Zhongshan Jinzhuan Yonggu Property

Development Co., Ltd.)

PRC 77% N/A RMB152,277,483 Property

development

Limited liability

company

中山市金磚永固置業發展有限公司 中國 不適用 人民幣152,277,483元 物業發展 有限公司

惠州大亞灣房利美投資有限公司(Huizhou Dayawan Fanglimei

Investment Co., Ltd.)

PRC 70% N/A RMB17,680,000 Property

development

Limited liability

company

惠州大亞灣房利美投資有限公司 中國 不適用 人民幣17,680,000元 物業發展 有限公司北京市溪水花園物業管理有限公司(Beijing Xishui Garden Property

Management Co., Ltd.)

PRC 100% N/A RMB500,000 Property

development

Limited liability

company

北京市溪水花園物業管理有限公司 中國 不適用 人民幣500,000元 物業發展 有限公司惠州市元谷實業有限公司(Huizhou Yuangu Industrial Co., Ltd.)

PRC 100% N/A RMB10,000,000 Property

development

Limited liability

company

惠州市元谷實業有限公司 中國 不適用 人民幣10,000,000元 物業發展 有限公司

湘潭星舟置業有限責任公司(Xiangtan Xingzhou Property

Developments Co., Ltd.)

PRC 100% N/A RMB68,000,000 Property

development

Limited liability

company

湘潭星舟置業有限責任公司 中國 不適用 人民幣68,000,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

– F-914 –

中國奧園地產集團股份有限公司　二零一七年年報 321

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

福建省華力偉業置地有限公司(Fujian Huali Weiye Property

Development Co., Ltd.)

PRC 100% N/A RMB200,000,000 Property

development

Limited liability

company

福建省華力偉業置地有限公司 中國 不適用 人民幣200,000,000元 物業發展 有限公司

珠海市海辰投資有限公司(Zhuhai Haichen Investment Co., Ltd.)

PRC 80% N/A RMB280,000,000 Property

development

Limited liability

company

珠海市海辰投資有限公司 中國 不適用 人民幣280,000,000元 物業發展 有限公司

惠州市崗宏房地產開發有限公司(Huizhou Ganghong Real Estate

Development Co., Ltd.)

PRC 51% N/A RMB20,408,200 Property

development

Limited liability

company

惠州市崗宏房地產開發有限公司 中國 不適用 人民幣20,408,200元 物業發展 有限公司

嘉興市翔鴻置業有限公司(Jiaxing Xianghong Property

Development Co., Ltd.)

PRC 51% N/A RMB102,050,000 Property

development

Limited liability

company

嘉興市翔鴻置業有限公司 中國 不適用 人民幣102,050,000元 物業發展 有限公司

惠州市恒創建業房地產開發有限公司(Huizhou Hengchuang Jianye Real

Estate Development Co., Ltd.)

PRC 51% N/A RMB2,040,000 Property

development

Limited liability

company

惠州市恒創建業房地產開發有限公司 中國 不適用 人民幣2,040,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-915 –

China Aoyuan Property Group Limited Annual Report 2017322

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

寧波逸榮達置業有限公司(Ningbo Yirongda Property Co., Ltd.)

PRC 100% N/A RMB100,000,000 Property

development

Limited liability

company

寧波逸榮達置業有限公司 中國 不適用 人民幣100,000,000元 物業發展 有限公司

青島星海灣置業有限公司(Qingdao Xinghaiwan Property Co., Ltd.)

PRC 80% N/A RMB50,000,000 Property

development

Limited liability

company

青島星海灣置業有限公司 中國 不適用 人民幣50,000,000元 物業發展 有限公司

惠州市惠陽區金德明實業有限公司(Huizhou Huiyang Jindeming Industrial

Co., Ltd.)

PRC 70% N/A RMB50,000,000 Property

development

Limited liability

company

惠州市惠陽區金德明實業有限公司 中國 不適用 人民幣50,000,000元 物業發展 有限公司

珠海來利科技有限公司(Zhuhai Laili Science and Technology

Co., Ltd.)

PRC 70% N/A RMB80,000,000 Property

development

Limited liability

company

珠海來利科技有限公司 中國 不適用 人民幣80,000,000元 物業發展 有限公司

泰興市奧新置業有限公司(Taxxing Aoxin Property Co., Ltd.)

PRC 51% N/A RMB204,080,000 Property

development

Limited liability

company

泰興市奧新置業有限公司 中國 不適用 人民幣204,080,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-916 –

中國奧園地產集團股份有限公司　二零一七年年報 323

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

中山市銳大房地產有限公司(Zhongshan Ruida Real Estate Co., Ltd.)

PRC 95% N/A RMB20,000,000 Property

development

Limited liability

company

中山市銳大房地產有限公司 中國 不適用 人民幣20,000,000元 物業發展 有限公司

惠州市合富地產開發有限公司(Huizhou Hefu Real Estate

Development Co., Ltd.)

PRC 80% N/A RMB56,650,000 Property

development

Limited liability

company

惠州市合富地產開發有限公司 中國 不適用 人民幣56,650,000元 物業發展 有限公司

成都環美置業有限公司(Chengdu Huanmei Industrial Co., Ltd.)

PRC 100% N/A RMB354,000,000 Property

development

Limited liability

company

成都環美置業有限公司 中國 不適用 人民幣354,000,000元 物業發展 有限公司

惠州龍圓房地產開發有限公司(Huizhou Longyuan Real Estate

Development Co., Ltd.)

PRC 100% N/A RMB10,000,000 Property

development

Limited liability

company

惠州龍圓房地產開發有限公司 中國 不適用 人民幣10,000,000元 物業發展 有限公司

青島盛季金茂建設發展有限公司(Qingdao Shengji Jinmao Construction

Development Co., Ltd.)

PRC 80% N/A RMB422,372,944 Property

development

Limited liability

company

青島盛季金茂建設發展有限公司 中國 不適用 人民幣422,372,944元 物業發展 有限公司

岳陽鼎信置業有限公司(Yueyang Dingxin Property Co., Ltd.)

(46(a))

PRC 40% N/A RMB90,000,000 Property

development

Limited liability

company

岳陽鼎信置業有限公司（附註(46(a)） 中國 不適用 人民幣90,000,000元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-917 –

China Aoyuan Property Group Limited Annual Report 2017324

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

惠州市鴻泰昌實業有限公司(Huizhou Hongtaichang Industrial

Co., Ltd.)

PRC 100% N/A RMB71,120,000 Property

development

Limited liability

company

惠州市鴻泰昌實業有限公司 中國 不適用 人民幣71,120,000元 物業發展 有限公司

梧州市名湖房地產開發有限公司(Wuzhou Minghu Real Estate

Development Investments Co., Ltd.)

PRC 51% N/A RMB16,330,000 Property

development

Limited liability

company

梧州市名湖房地產開發有限公司 中國 不適用 人民幣16,330,000元 物業發展 有限公司

郴州加利申房地產開發有限公司(Chenzhou Jialishen Real Estate

Development Co., Ltd.)

PRC 70% N/A RMB333,340,000 Property

development

Limited liability

company

郴州加利申房地產開發有限公司 中國 不適用 人民幣333,340,000元 物業發展 有限公司

重慶勁揚房地產開發有限公司(Chongqing Jingyang Real Estate

Development Co., Ltd.)

PRC 80% N/A RMB100,000,000 Property

development

Limited liability

company

重慶勁揚房地產開發有限公司 中國 不適用 人民幣100,000,000元 物業發展 有限公司

梧州市桂宏達房地產開發有限公司(Wuzhou Guihongda Real Estate

Development Co., Ltd.)

PRC 51% N/A RMB102,040,800 Property

development

Limited liability

company

梧州市桂宏達房地產開發有限公司 中國 不適用 人民幣102,040,800元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-918 –

中國奧園地產集團股份有限公司　二零一七年年報 325

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

重慶新紅陽實業有限公司(Chongqing Xinhongyang Industrial

Co., Ltd.)

PRC 65% N/A RMB100,000,000 Property

development

Limited liability

company

重慶新紅陽實業有限公司 中國 不適用 人民幣100,000,000元 物業發展 有限公司

珠海市祥田房地產開發有限公司(Zhuhai Xiangtian Real Estate

Development Co., Ltd.)

PRC 90% N/A RMB23,880,000 Property

development

Limited liability

company

珠海市祥田房地產開發有限公司 中國 不適用 人民幣23,880,000元 物業發展 有限公司

臺山市君華置業投資有限公司(Tanshan Junhua Property Investment

Co., Ltd.)

PRC 100% N/A RMB87,000,000 Property

development

Limited liability

company

臺山市君華置業投資有限公司 中國 不適用 人民幣87,000,000元 物業發展 有限公司

東莞市塑金置業有限公司(Dongguan Sujin Property Development

Co., Ltd.)

PRC 65% N/A RMB51,428,571 Property

development

Limited liability

company

東莞市塑金置業有限公司 中國 不適用 人民幣51,428,571元 物業發展 有限公司

梅州皇家名典房地產開發有限公司(Meizhou Huangjia Mingdian

Development Co., Ltd.)

PRC 51% N/A RMB20,408,163 Property

development

Limited liability

company

梅州皇家名典房地產開發有限公司 中國 不適用 人民幣20,408,163元 物業發展 有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-919 –

China Aoyuan Property Group Limited Annual Report 2017326

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(a) 主要附屬公司一般資料（續）

附註：

(a) Add Hero由本公司直接持有，其餘組成本集團之附屬公司均由本公司間接持有。

(b) 於英屬維京群島及香港註冊成立之公司在香港經營外，於澳洲及加拿大註冊成立之公司分別於澳洲及加拿大經營及其他附屬公司均於中國經營。

(c) 於年末，概無附屬公司發行任何債務證券，惟奧園集團已發行人民幣5,900,000,000元（二零一六年：人民幣5,900,000,000元）之公司債券，本集團於當中擁有人民幣5,900,000,000元（二零一六年：人民幣5,900,000,000元）權益。

(d) 該公司乃由弘盛投資持有70%之附屬公司，本集團持有其36%的實際股權。

(e) 上表列出執行董事認為主要影響本集團業績或資產之本公司主要附屬公司。執行董事認為詳細敘述附屬公司會令細節過於冗長。

Name of subsidiary

Place of

incorporation/

establishment

Attributable

equity interest held

Issued and

fully paid

share capital/

registered

share capital

Principal

activities Legal form

附屬公司名稱註冊成立╱成立地點 所應佔股權

已發行及繳足股本╱註冊股本 主要業務 法律形式

2017 2016

二零一七年 二零一六年

東莞市合和城輝房地產投資有限公司(Dongguan Hehe Chenghui Real Estate

Development Co., Ltd.)

PRC 95% N/A RMB20,000,000 Property

development

Limited liability

company

東莞市合和城輝房地產投資有限公司 中國 不適用 人民幣20,000,000元 物業發展 有限公司

Notes:

(a) Add Hero is directly held by the Company and the remaining subsidiaries comprising the Group are indirectly held by the Company.

(b) BVI and Hong Kong incorporated companies are operating in Hong Kong, Australia and Canada incorporated companies are operating in Australia and Canada, respectively, and other subsidiaries are operating in the PRC.

(c) None of the subsidiaries had issued any debt securities at the end of the year except for Aoyuan Group which has issued RMB5,900,000,000 (2016: RMB5,900,000,000) of corporate bonds, in which the Group has RMB5,900,000,000 (2016: RMB5,900,000,000) interest.

(d) This company is 70%-owned subsidiary held by Hongsheng Investments, the effective equity interest held by the Group is 36%.

(e) The above table lists the principal subsidiaries of the Company which, in the opinion of the executive directors, principally affect the results or assets of the Group. To give full details of subsidiaries would, in the opinion of the executive directors, result in particulars of excessive length.

56. Particulars of Principal Subsidiaries of the Company (continued)

(a) General information of principal subsidiaries (continued)

– F-920 –

中國奧園地產集團股份有限公司　二零一七年年報 327

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(b) 本集團之組成本公司於報告期末有其他對本集團並不重要的附屬公司。大部分這些附屬公司均於中國營運。有關附屬公司的主要業務概述如下：

56. Particulars of Principal Subsidiaries of the Company (continued)

(b) Composition of the GroupAt the end of the reporting period, the Company has

other subsidiaries that are not material to the Group.

A majority of these subsidiaries operate in PRC. The

principal activities of these subsidiaries are summarised

as follows:

Principal activities

Principal place

of businesses

Number of subsidiaries

附屬公司數目2017 2016

主要業務 主要營業地點 二零一七年 二零一六年

Investment holding BVI 51 51

投資控股 英屬維京群島Hong Kong 64 56

香港PRC 15 10

中國Australia 3 1

澳洲Canada 2 –

加拿大Property development and investment PRC 73 30

物業發展及投資 中國Australia 11 9

澳洲Canada 16 –

加拿大Provision of consultancy and

management services

PRC 53 44

提供顧問及管理服務 中國Others PRC 4 1

其他 中國

292 202

– F-921 –

China Aoyuan Property Group Limited Annual Report 2017328

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. Particulars of Principal Subsidiaries of the Company (continued)(c) Details of non-wholly owned subsidiaries

that have material non-controlling interestsThe table below shows details of non-wholly owned subsidiaries of the Group as at 31 December 2017 and 31 December 2016 that have material non-controlling interests:

Name of subsidiary

Place ofestablishment

and principalplace of

business

Proportion ofownership

interestsvoting rights

held bynon-controlling

interests

Profit (loss) allocated to

non-controlling interests

Dividend paid to non-controlling shareholders of

subsidiaries

Accumulatednon-controlling

interests

附屬公司名稱成立地點及主要

營業地點

非控股權益所持有擁有權權益及投票權

非控股權益所佔溢利（虧損）

已付附屬公司非控股股東股息 累計非控股權益

2017 2016 2017 2016 2017 2016二零一七年 二零一六年 二零一七年 二零一六年 二零一七年 二零一六年

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

Chongqing Jinao PRC 40% 171,022 62,164 63,564 142,187 1,028,489 921,031重慶錦奧 中國

Aoyuan Group (Yingde) PRC 49% (2,239) (1,250) – – 1,138,833 191,072奧園集團（英德） 中國

Hongsheng Investments PRC 49% (15,112) (2,439) 107,902 44,767 1,229,040 1,352,054弘盛投資 中國

Non-wholly subsidiary of Hongsheng Investments, Lanwan Property

PRC 30% (13,230) (2,408) – – 964,462 977,692

弘盛投資之 非全資附屬公司 瀾灣置業

中國

Aoyuan (Shenzhen) City Renewal Company Limited

PRC 49% – N/A – N/A 3,000,000 N/A

奧園（深圳）城市更新有限 公司

中國 不適用 不適用 不適用

Guangdong Aoyuan City Renewal Investment Management Company Limited

PRC 49% – N/A – N/A 3,000,000 N/A

廣東奧園城市更新投資管理 有限公司

中國 不適用 不適用 不適用

Individually immaterial subsidiaries with non-controlling interests

171,583 69,579 239,791 140,000 6,610,430 2,271,351

非控股權益的獨立 非重大附屬公司

312,024 125,646 411,257 326,954 16,971,254 5,713,200

56. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情下表載列本集團於二零一七年十二月三十一日及二零一六年十二月三十一日擁有重大非控股權益之非全資附屬公司詳情：

– F-922 –

中國奧園地產集團股份有限公司　二零一七年年報 329

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

有關重慶錦奧、廣州奧譽及弘盛投資擁有重大非控股權益之財務資料概述如下。下文財務資料╱綜合財務資料概要指於集團內沖銷前金額。

重慶錦奧

56. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)Summarised financial information in respect of Chongqing

Jinao, Guangzhou Aoyu and Hongsheng Investments

that has material non-controlling interests is set out

below. The summarized financial information/consolidated

financial information below represents amounts before

intergroup eliminations.

Chongqing Jinao

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current assets 非流動資產 575,465 448,305

Current assets 流動資產 3,090,811 3,580,085

Current liabilities 流動負債 1,057,288 1,724,932

Non-current liabilities 非流動負債 37,766 879

Total equity 總權益 2,571,222 2,302,579

Revenue 營業額 1,933,347 692,804

Expenses 開支 1,505,793 537,394

Profit and total comprehensive

income for the year

年內溢利及全面收益總額427,554 155,410

Dividend distributions 股息分派 158,911 355,466

Net cash inflow from operating

activities

經營活動現金流入淨額367,558 1,149,030

Net cash outflow from investing

activities

投資活動現金流出淨額(333,393) (1,067,607)

Net cash (outflow) inflow from

financing activities

融資活動產生之現金（流出） 流入淨額 (216,059) 10,307

Net cash (outflow) inflow 現金（流出）流入淨額 (181,894) 91,730

– F-923 –

China Aoyuan Property Group Limited Annual Report 2017330

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

奧園集團（英德）

56. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)Aoyuan Group (Yingde)

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current assets 非流動資產 5,124 3,691

Current assets 流動資產 2,405,035 423,074

Current liabilities 流動負債 86,011 36,823

Non-current liabilities 非流動負債 – –

Total equity 總權益 2,324,148 389,942

Revenue 營業額 – –

Expenses 開支 4,569 2,552

Loss and total comprehensive

expense for the year

年內虧損及全面 開支總額 (4,569) (2,552)

Dividend distributions 股息分派 – –

Net cash (outflow) inflow from

operating activities

經營活動現金（流出） 流入淨額 (212,477) 114,053

Net cash outflow from investing

activities

投資活動現金流出淨額(1,092,400) (114,211)

Net cash inflow from financing

activities

融資活動產生之現金流入淨額1,322,302 –

Net cash inflow (outflow) 現金流入（流出）淨額 17,425 (158)

– F-924 –

中國奧園地產集團股份有限公司　二零一七年年報 331

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

弘盛投資及其附屬公司（「弘盛集團」）

56. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)Hongsheng Investments and its subsidiary

(“Hongsheng Group”)

2017 2016

二零一七年 二零一六年RMB’000 RMB’000

人民幣千元 人民幣千元

Non-current assets 非流動資產 18,565 3,393

Current assets 流動資產 6,422,797 3,808,436

Current liabilities 流動負債 2,968,655 74,842

Non-current liabilities 非流動負債 – –

Equity attributable to the owner

of Hongsheng Group

弘盛集團擁有人應佔權益2,508,245 2,759,295

Non-controlling interests of

Hongsheng Group

弘盛集團之非控股權益964,462 977,692

Revenue 營業額 – 162

Expenses 開支 44,071 8,314

Loss and total comprehensive

expense for the year

年內虧損及全面開支總額(44,071) (8,152)

Loss and total comprehensive

expense attributable to

the Company

本公司應佔虧損及 全面開支總額

(30,841) (5,744)

Loss and total comprehensive

expense attributable to

the non-controlling interests

非控股權益應佔虧損及 全面開支總額

(13,230) (2,408)

Loss and total comprehensive

expense for the year

年內虧損及全面開支總額(44,071) (8,152)

Dividend distributions 股息分派 220,209 91,361

Net cash inflow (outflow) from

operating activities

經營活動現金流入（流出）淨額1,565,108 (202,776)

Net cash outflow from investing

activities

投資活動現金流出淨額(1,678,064) (1,207,920)

Net cash inflow from financing

activities

融資活動產生之現金流入淨額581,000 1,491,773

Net cash inflow 現金流入淨額 468,044 81,077

– F-925 –

China Aoyuan Property Group Limited Annual Report 2017332

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

奧園（深圳）城市更新有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)Aoyuan (Shenzhen) City Renewal Company Limited

2017

二零一七年RMB’000

人民幣千元

Non-current assets 非流動資產 –

Current assets 流動資產 6,122,449

Current liabilities 流動負債 –

Non-current liabilities 非流動負債 –

Total equity 總權益 6,122,449

Revenue 營業額 –

Expenses 開支 –

Profit and total comprehensive income for the year 年內溢利及全面收益總額 –

Dividend distributions 股息分派 –

Net cash outflow from operating activities 經營活動現金流出淨額 (25,019)

Net cash outflow from investing activities 投資活動現金流出淨額 (6,096,449)

Net cash inflow from financing activities 融資活動產生之現金流入淨額 6,122,449

Net cash inflow 現金流入淨額 981

– F-926 –

中國奧園地產集團股份有限公司　二零一七年年報 333

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

56. 本公司主要附屬公司詳情（續）

(c) 擁有重大非控股權益之非全資附屬公司詳情（續）

廣東奧園城市更新投資管理有限公司

56. Particulars of Principal Subsidiaries of the Company (continued)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests (continued)Guangdong Aoyuan City Renewal Investment

Management Company Limited

2017

二零一七年RMB’000

人民幣千元

Non-current assets 非流動資產 –

Current assets 流動資產 6,122,453

Current liabilities 流動負債 4

Non-current liabilities 非流動負債 –

Total equity 總權益 6,122,449

Revenue 營業額 –

Expenses 開支 –

Profit and total comprehensive income for the year 年內溢利及全面收益總額 –

Dividend distributions 股息分派 –

Net cash outflow from operating activities 經營活動現金流出淨額 (50)

Net cash outflow from investing activities 投資活動現金流出淨額 (6,121,400)

Net cash inflow from financing activities 融資活動產生之現金流入淨額 6,122,449

Net cash inflow 現金流入淨額 999

– F-927 –

China Aoyuan Property Group Limited Annual Report 2017334

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

57. 報告日期後事項於報告日期後，本集團發生以下重大事件：

於二零一八年三月十三日，本公司與南洋商業銀行有限公司、恒生銀行有限公司及中國民生銀行股份有限公司香港分行（統稱為「貸款人」）訂立一份三年期貸款協議，據此，貸款人向本公司授出約1,667,000,000港元的有抵押雙幣種定期銀行貸款融資，年利率為HIBOR加3.95%。

58. 本公司財務狀況表及儲備

57. Events after the Reporting PeriodSubsequent to the reporting date, the Group had following significant events took place:

On 13 March 2018, the Company entered into a 3-year loan agreement, with Nanyang Commercial Bank, Limited, Hang Seng Bank Limited and China Minsheng Banking Corp., Ltd. Hong Kong Branch (collectively the “Lenders”), pursuant to which a banking facility relating to secured dual currency term loan facilities of approximately HKD1,667,000,000 was granted by the Lenders to the Company, with interest rate of HIBOR plus 3.95% per annum.

58. Statement of Financial Position and Reserves of the Company

2017 2016二零一七年 二零一六年

RMB’000 RMB’000人民幣千元 人民幣千元

NON-CURRENT ASSETS 非流動資產Property, plant and equipment 物業、廠房及設備 1,083 665Investments in subsidiaries 於附屬公司的投資 4,401,648 4,401,648Amounts due from subsidiaries 應收附屬公司款項 1,902,129 –

6,304,860 4,402,313 CURRENT ASSETS 流動資產Trade and other receivables 貿易及其他應收款 1,989 4,347Amounts due from subsidiaries 應收附屬公司款項 6,109,758 5,028,896Derivative financial instruments 衍生金融工具 – 37,055Bank balances and cash 銀行結餘及現金 157,880 70,333

6,269,627 5,140,631 CURRENT LIABILITIES 流動負債Amount due to a subsidiary 應付一間附屬公司款項 1,444,507 1,548,105Bank borrowings 銀行借款 2,515,518 223,014Senior notes 優先票據 1,642,415 –

5,602,440 1,771,119 NET CURRENT ASSETS 流動資產淨額 667,187 3,369,512 TOTAL ASSETS LESS CURRENT LIABILITIES

總資產減總流動債 6,972,047 7,771,825

NON-CURRENT LIABILITIES 非流動負債Bank borrowings 銀行借款 1,375,942 1,076,380Senior notes 優先票據 4,923,876 5,603,693

6,299,818 6,680,073 TOTAL ASSETS LESS TOTAL LIABILITIES

總資產減總負債 672,229 1,091,752

CAPITAL AND RESERVES 資本及儲備Share capital 股本 25,333 25,292Reserves 儲備 646,896 1,066,460 TOTAL EQUITY 總權益 672,229 1,091,752

– F-928 –

中國奧園地產集團股份有限公司　二零一七年年報 335

For the year ended 31 December 2017 截至二零一七年十二月三十一日止年度

Notes to the Consolidated Financial Statements (continued)

綜合財務報表附註(續)

58. 本公司財務狀況表及儲備（續）

本公司儲備變動

58. Statement of Financial Position and Reserves of the Company (continued)

Movement in the Company’s reserves

Share

premium

Capital

redemption

reserve

Share

option

reserve

Accumulated

losses Total

股份溢價 資本贖回儲備 購股權儲備 累計虧損 總計RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

人民幣千元 人民幣千元 人民幣千元 人民幣千元 人民幣千元

At 1 January 2016 於二零一六年一月一日 4,343,438 – – (1,911,139) 2,432,299

Loss and total comprehensive

expense for the year

年內虧損及全面費用總額– – – (966,609) (966,609)

Recognition of equity-settled

share-based payments

確認以股本結算以 股份為基礎付款 – – 376 – 376

Shares repurchased and

cancelled

已購回及註銷股份(159,013) 1,063 – 3,322 (154,628)

Dividend recognised as

distribution (note 12)

確認為分派的股息 （附註12） – – – (244,978) (244,978)

At 31 December 2016 於二零一六年 十二月三十一日 4,184,425 1,063 376 (3,119,404) 1,066,460

Loss and total comprehensive

expense for the year

年內虧損及全面費用總額– – – (27,093) (27,093)

Recognition of equity-settled

share-based payments

確認以股本結算以 股份為基礎付款 – – 1,100 – 1,100

Exercise of share options 行使購股權 7,541 – (376) – 7,165

Dividend recognised as

distribution (note 12)

確認為分派的股息 （附註12） – – – (400,736) (400,736)

At 31 December 2017 於二零一七年 十二月三十一日 4,191,966 1,063 1,100 (3,547,233) 646,896

PRINCIPAL AND REGISTERED OFFICE OF THE COMPANY

REGISTERED OFFICE PRINCIPAL PLACE OF BUSINESS

Cricket SquareHutchins Drive, P.O. Box 2681

Grand Cayman, KY1-1111Cayman Islands

Unit 1901-2, One PekingNo. 1 Peking Road, Tsim Sha Tsui

Hong Kong

TRUSTEE, COLLATERAL AGENT, PRINCIPAL PAYING ANDTRANSFER AGENT AND REGISTRAR

Trustee and Collateral Agent Principal Paying andTransfer Agent

Registrar

DB Trustees(Hong Kong) LimitedLevel 60, International

Commerce Centre1 Austin Road West, Kowloon

Hong Kong

Deutsche Bank AG,Hong Kong Branch

Level 60, InternationalCommerce Centre

1 Austin Road West, KowloonHong Kong

Deutsche Bank AG,Hong Kong Branch

Level 60, InternationalCommerce Centre

1 Austin Road West, KowloonHong Kong

LEGAL ADVISORS TO THE COMPANY

as to PRC law as to Hong Kong and UnitedStates law

as to British VirginIslands law

as to Cayman Islands law

(Guangxin Junda)ETR Law Firm

29 & 10/F Chow Tai FookFinance Centre

No. 6 Zhujiang Dong RoadTianhe District Guangzhou

PRC

Linklaters11th Floor

Alexandra HouseChater RoadHong Kong

Conyers Dill & Pearman29th Floor

One Exchange Square 8Connaught Place

Central Hong Kong

Conyers Dill & PearmanCricket SquareHutchins DriveP.O. Box 2681

Grand Cayman, KY1-1111Cayman Islands

LEGAL ADVISORS TO THE TRUSTEE

Mayer Brown16th-19th FloorsPrince’s Building10 Chater Road

Central, Hong Kong

LEGAL ADVISORS TO THE JOINT GLOBAL COORDINATORS,JOINT BOOKRUNNERS AND JOINT LEAD MANAGERS

as to PRC law as to United States law

Haiwen & Partners20/F, Fortune Financial Center

5 Dong San Huan Central RoadChaoyang District

Beijing 100020PRC

Norton Rose Fulbright Hong Kong38/F, Jardine House1 Connaught Place

Central, Hong Kong

INDEPENDENT ACCOUNTANTS

Deloitte Touche TohmatsuRegistered Public Interest Entity Auditors

35th Floor, One Pacific Place88 Queensway

Hong Kong

Printed by EQUITY FINANCIAL PRESS LIMITED20113709