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Sunac China Holdings Limited Proxy Solicitation & Information Statement 2017

May 25, 2017

50266_rns_2017-05-25_4854ed3b-483f-4927-906f-2a41b2de26d8.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sunac China Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

SUNAC CHINA HOLDINGS LIMITED 融創中國控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01918)

MAJOR TRANSACTION ACQUISITION OF FURTHER SHARES IN JINKE PROPERTY

Capitalised terms used on this cover page have the same meaning as defined in the section headed “Definitions” in this circular, unless the context requires otherwise.

A letter from the Board is set out on pages 3 to 11 of this circular.

The Initial Acquisition has been approved by written shareholder’s approval obtained from Sunac International, the controlling shareholder of the Company, pursuant to Rule 14.44 of the Listing Rules in lieu of a general meeting of the Company. This circular is being dispatched to the Shareholders for information only.

26 May 2017

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Appendix I Financial Information of the Group
. . . . . . . . . . . . . . . . . . . . . . . .
12
Appendix II Financial Information of Jinke Property . . . . . . . . . . . . . . . . . . . . . 15
Appendix III Management Discussion and Analysis of Jinke Property
. . . . . . . .
516
Appendix IV Unaudited Pro Forma Financial Information of the Group
. . . . . .
698
Appendix V General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704

— i —

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

“Acquisitions” the Initial Acquisition and the Further Acquisition “Announcement” the announcement of the Company dated 24 January 2017 “Board” the board of Directors

“close associate(s)” has the meaning ascribed to it under the Listing Rules

“Company” Sunac China Holdings Limited, a company incorporated in the Cayman Islands with limited liability, and the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1918)

“connected person(s)” has the meaning ascribed to it under the Listing Rules

  • “controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules

“Director(s)” directors of the Company “Further Acquisition” the acquisition of an aggregate of 98,950,296 Jinke Shares by an indirect wholly-owned subsidiary of the Company (namely, Runding Property) through the open market from 14 April 2017 to 28 April 2017

  • “Group” the Company and its subsidiaries

  • “HK$” Hong Kong dollars, the lawful currency of Hong Kong

“HKFRS” the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants from time to time “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Initial Acquisition” the acquisition of an aggregate of 329,862,211 Jinke Shares by the indirect wholly-owned subsidiaries of the Company (namely, Runze Property and Runding Property) through the open market from 11 November 2016 to 24 January 2017

“Jinke Property” Jinke Property Group Co., Ltd.* (金科地產集團股份有限公 司) “Jinke Shares” the shares in the share capital of Jinke Property

— 1 —

DEFINITIONS

“Jujin Property” Tianjin Jujin Property Management Ltd.* (天津聚金物業管理 Tianjin Jujin Property Management Ltd.* (天津聚金物業管理
有限公司),
an
indirect
wholly-owned
subsidiary
of
the
Company established in the PRC
“Latest Practicable Date” 23 May 2017, being the latest practicable date for the purpose
of ascertaining certain information for inclusion in this
circular
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
“PRC” the People’s Republic of China
“PRC GAAP” the generally accepted accounting principles in the PRC
“PRC GAAS” the generally accepted auditing standards in the PRC
“RMB” Renminbi, the lawful currency of the PRC
“Runding Property” Tianjin Runding Property Management Ltd.* (天津潤鼎物業
管理有限公司), an indirect wholly-owned subsidiary of the
Company established in the PRC
“Runze Property” Tianjin Runze Property Management Ltd.* (天津潤澤物業管
理有限公司), an indirect wholly-owned subsidiary of the
Company established in the PRC
“Share(s)” ordinary share(s) of HK$0.1 each in the share capital of the
Company
“Shareholder(s)” holder(s) of the Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Subscription” the
subscription
of
907,029,478
Jinke
Shares
by
Jujin
Property, details of which are set out in the Company’s
announcement dated 21 September 2016
“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules
“Sunac International” Sunac International Investment Holdings Ltd., a company
incorporated
in
the
British
Virgin
Islands
with
limited
liability, which is the controlling shareholder of the Company
“%” per cent.

* For identification purposes only

— 2 —

LETTER FROM THE BOARD

SUNAC CHINA HOLDINGS LIMITED 融創中國控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01918)

Executive Directors: Mr. SUN Hongbin (Chairman) Mr. WANG Mengde (Chief Executive Officer) Mr. JING Hong Mr. CHI Xun Mr. TIAN Qiang Mr. SHANG Yu Mr. HUANG Shuping

Independent non-executive Directors:

Mr. POON Chiu Kwok Mr. ZHU Jia Mr. LI Qin Mr. MA Lishan Mr. TSE Chi Wai

Registered Office: 190 Elgin Avenue George Town Grand Cayman KY1- 9005 Cayman Islands

Head Office: 10/F, Building C7 Magnetic Plaza Binshuixi Road Nankai District Tianjin 300381 PRC

Principal Place of Business in Hong Kong: 36/F, Tower Two, Times Square 1 Matheson Street Causeway Bay Hong Kong

26 May 2017

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION ACQUISITION OF FURTHER SHARES IN JINKE PROPERTY

INTRODUCTION

Reference is made to the Announcement in relation to, among other matters, the Initial Acquisition which involved the acquisition of in aggregate 329,862,211 Jinke Shares by the indirect wholly-owned subsidiaries of the Company (namely, Runze Property and Runding Property) through the open market from 11 November 2016 to 24 January 2017 and, after aggregation with the Subscription, constituted a major transaction of the Company under Chapter 14 of the Listing Rules.

— 3 —

LETTER FROM THE BOARD

This circular is despatched to the Shareholders for information purposes only. No general meeting will be convened to approve the Initial Acquisition as the Company had obtained written approval for the Initial Acquisition in accordance with Rule 14.44 of the Listing Rules from Sunac International, the controlling shareholder of the Company, which held approximately 52.89% of the issued share capital of the Company as at the date of such written approval. In addition, to the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, none of the Shareholders had any material interest in the Initial Acquisition and therefore no shareholder would be required to abstain from voting if the Company were to convene a general meeting for the approval of the Initial Acquisition.

From 14 April 2017 to 28 April 2017, the Group further acquired 98,950,296 Jinke Shares at a total consideration of RMB596,267,496.13 through the open market. Such Further Acquisition is not required to comply with the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

As at the Latest Practicable Date, the Company indirectly held 1,335,841,985 Jinke Shares, representing approximately 25% of the total issued shares of Jinke Property.

The purpose of this circular is to provide you with, among others, (i) further details of the Acquisitions; (ii) the financial information of the Group; (iii) the financial information of Jinke Property; (iv) the unaudited pro forma financial information of the Group; and (v) other information as required under the Listing Rules.

THE INITIAL ACQUISITION

Reference is made to the Company’s announcement dated 21 September 2016 in relation to the Subscription pursuant to which a wholly-owned subsidiary of the Company subscribed for 907,029,478 Jinke Shares at a total consideration of RMB3,999,999,997.98.

The Board announced on 24 January 2017 that during the period from 11 November 2016 to 24 January 2017, the Group further acquired an aggregate of 329,862,211 Jinke Shares through the open market at the then prevailing market prices, representing approximately 6.17% of the total issued shares of Jinke Property as at the Announcement date, at a total consideration of approximately RMB1,723,421,192.05. The consideration for the Initial Acquisition had been settled by the internal resources of the Group.

After the Initial Acquisition and taking into account the Subscription, the Company indirectly held a total of 1,236,891,689 Jinke Shares, representing approximately 23.15% of the total issued shares of Jinke Property as at the Announcement date. The total consideration paid by the Group for such Jinke Shares amounted to approximately RMB5,723,421,190.03.

— 4 —

LETTER FROM THE BOARD

Jinke Property remained as an associate of the Company after the Initial Acquisition.

As the Initial Acquisition was made through the open market, the Company is unable to identify the market vendors. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the market vendors are independent of the Company and connected persons of the Company.

THE FURTHER ACQUISITION

From 14 April 2017 to 28 April 2017, the Group further acquired through the open market in aggregate 98,950,296 Jinke Shares at a total consideration of RMB596,267,496.13 at the then prevailing market prices. The consideration for such on-market acquisitions had been settled by the internal resources of the Group. As such acquisitions were made through the open market, the Company is unable to identify the market vendors. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the market vendors are independent of the Company and the connected persons of the Company.

As at the Latest Practicable Date, the Company indirectly held 1,335,841,985 Jinke Shares, representing approximately 25% of the total issued shares of Jinke Property. The total consideration paid by the Group for such Jinke Shares amounted to approximately RMB6,319,688,686.16. In accordance with applicable laws of the PRC, the 907,029,478 Jinke Shares subscribed in the Subscription may not be disposed within 12 months upon completion of their issue, while the aggregate of 428,812,507 Jinke Shares acquired in the Initial Acquisition and the Further Acquisition by the Company, a shareholder with more than 5% shareholding in Jinke Property, may not be disposed within 6 months after the last batch of the Acquisitions.

Jinke Property remains as an associate of the Group after the Further Acquisition and all the Jinke Shares held by the Group are accounted for by the Company as equity investment.

INFORMATION ON JINKE PROPERTY

General

Jinke Property has been listed on the Shenzhen Stock Exchange (stock code: 000656) since 1996 and is a diversified comprehensive enterprise focusing on real estate development. The real estate projects of Jinke Property are mainly located in the regions of “Three Circles and One Belt”, namely, the Yangtze River Delta Economic Circle, Beijing-Tianjin-Hebei Economic Circle, Chengdu-Chongqing Economic Circle and Yangtze River Economic Belt, covering cities such as Chongqing, Beijing, Tianjin, Suzhou, Nanjing, Chengdu and Wuhan. Based on publicly available information, Jinke Property currently has about 72 real estate projects under construction, and its land reserves available for construction exceed 18.46 million sq.m..

— 5 —

LETTER FROM THE BOARD

Financial information

Based on publicly available information, the audited consolidated total net asset of Jinke Property as at 31 December 2016 was approximately RMB22,532 million, and the audited net profits of Jinke Property for the three financial years ended 31 December 2016 were as follows:

For the year ended For the year ended For the year ended
31 December 2014 31 December 2015 31 December 2016
(approximate (approximate (approximate
RMB’000) RMB’000) RMB’000)
Net profit before taxation 753,433.77 1,784,680.15 2,231,467.50
Net profit after taxation 863,039.06 1,233,646.81 1,790,348.97

Please refer to Appendices II and III to this circular for the audited consolidated financial statements and management discussion and analysis on the results of operations of Jinke Property for the three years ended 31 December 2016 as extracted from the published reports of Jinke Property.

Property interests

Please refer to “(5) Other descriptions” under Note 6 “Inventories” to the audited consolidated financial statements of Jinke Property for the year ended 31 December 2016 in pages 405 to 414 of Appendix II and “2. Operation and development of the Company’s real estate projects during the reporting period” in pages 639 to 648 of Appendix III to this circular for an overview of the property interests of Jinke Property as at 31 December 2016 as extracted from the annual report of Jinke Property for the year ended 31 December 2016.

FINANCIAL EFFECTS OF THE ACQUISITIONS

Based on the annual report of the Group for the year ended 31 December 2016, as at 31 December 2016, the Group had total assets, total liabilities and net assets of approximately RMB293,183 million, RMB257,772 million and RMB35,411 million respectively.

Based on the growth prospects of Jinke Property and the positive financial performance of Jinke Property with rising net profit for the past three years, the Directors believe that the Acquisitions would bring good investment return to the Group and have a positive impact on the profits of the Group. As the consideration payable by the Group for the Acquisitions was paid to the respective market vendors in cash, and the Group’s interests in Jinke Property are recognized in the Group’s consolidated financial statements using the equity method whereby the assets (including the book value of cash) of Jinke Property will not be consolidated into the financial statements of the Group, the Directors believe that upon completion of the Acquisitions which were settled in cash, there was an immediate negative impact on the the Group’s cashflow, however with the strong operating performance of Jinke Property and dividends which may be distributed by Jinke Property to its shareholders from time to time, the Acquisitions would have positive impact on the cashflows of the Group in the long run, and would have no material impact on the gearing ratio of the Group.

— 6 —

LETTER FROM THE BOARD

For details of the unaudited pro forma financial information on the Group following completion of the Acquisitions, please refer to Appendix IV to this circular.

REASONS FOR THE ACQUISITIONS

Jinke Property is a listed company primarily engaged in property development, supplemented with diversified operations in, inter alia, community lifestyle services, hotel operation management, gardening and decoration services. Jinke Property and its subsidiaries have Class 1 or Class A qualifications in the areas of, inter alia, property development, property management, gardening and greening, landscaping design and architectural decoration works. The real estate business of Jinke Property is mainly distributed in the regions of “Three Circles and One Belt”, namely, the Yangtze River Delta Economic Circle, Beijing-Tianjin-Hebei Economic Circle, Chengdu-Chongqing Economic Circle and Yangtze River Economic Belt, its development projects are mainly concentrated in major first-tier and second-tier cities, such as Chongqing, Beijing, Tianjin, Suzhou, Nanjiang, Chengdu and Wuhan, with abundant land bank resources. Under the leadership of the current management team of Jinke Property, Jinke Property has established core competitiveness in, inter alia, precise strategic planning capabilities, sustainable product innovation capabilities, quality customer service capabilities and solid cost control capabilities. The Company is optimistic about the future prospects of Jinke Property and believes that the investment will bring good investment returns to the Company.

Given that the Acquisitions were made through the open market at the then prevailing market prices, the Directors (including the independent non-executive Directors) consider that the Acquisitions were made on normal commercial terms which are fair and reasonable and is in the interest of the Company and the Shareholders as a whole.

POSSIBLE FUTURE ACQUISITIONS

Within the next 12 months, the Company plans to continue acquiring not less than 20,000,000 shares in Jinke Property at the price range authorized by the Board and such possible future acquisitions will depend on, among other factors, the then prevailing share price and business development conditions of Jinke Property and the financing arrangement of the Company.

INFORMATION ON THE COMPANY

The Company is a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the Main Board of the Stock Exchange. As specialized in integrated development of residential and commercial properties, the Company is one of the leading real estate developers in the PRC. In line with its regional focus and high-end positioning strategy, the Company has developed or is developing many high-quality property projects ranging from high-rise residences, detached villas, retail properties and offices in tier 1 cities, surrounding cities of tier 1 cities and core cities in the PRC.

LISTING RULES IMPLICATIONS

The Initial Acquisition, on a standalone basis, constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules as one or more of the applicable percentage ratios

— 7 —

LETTER FROM THE BOARD

(pursuant to Rule 14.07 of the Listing Rules) in respect of the Initial Acquisition are more than 5% but less than 25%. By virtue of Rule 14.22 of the Listing Rules, the Initial Acquisition and the Subscription are aggregated for the purpose of Chapter 14 of the Listing Rules as these transactions involve the acquisition of equity interest in the same entity (that is, Jinke Property) completed within 12 months. As one or more of the applicable percentage ratios in respect of the Initial Acquisition and the Subscription, after aggregation, are more than 25% but less than 100%, the Initial Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements pursuant to Chapter 14 of the Listing Rules.

In respect of the Further Acquisition, on a standalone basis, the applicable percentage ratios (pursuant to Rule 14.07 of the Listing Rules) are less than 5%. In addition, aggregation of the Further Acquisition with the Initial Acquisition and the Subscription would not cause any of the applicable percentage ratios to exceed 100%. In light of the foregoing, the Further Acquisition is not required to comply with the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

WRITTEN SHAREHOLDER’S APPROVAL

Pursuant to Rule 14.44 of the Listing Rules, in lieu of a resolution to be passed at a general meeting of the Company, written shareholder’s approval for the Initial Acquisition had been obtained from the controlling shareholder of the Company, namely Sunac International, which held 2,042,623,884 Shares, representing approximately 52.89% of the issued share capital of the Company as at the date of such written approval. To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, none of the Shareholders had any material interest in the Initial Acquisition and therefore no shareholder would be required to abstain from voting if the Company were to convene a general meeting for the approval of the Initial Acquisition.

WAIVER FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE LISTING RULES

Waiver from strict compliance with Rule 14.67(6)(a)(i) of the Listing Rules

Pursuant to Rule 14.67(6)(a)(i) of the Listing Rules, the Company is required to include in this circular an accountant’s report on Jinke Property prepared in accordance with Chapter 4 of the Listing Rules. The accounts on which such report is based must relate to a financial period ended six months or less before this circular is issued, and the financial information on Jinke Property must be prepared using accounting policies which should be materially consistent with those of the Company. In this regard, the Company is required under Chapter 4 of the Listing Rules to include an accountant’s report on Jinke Property with the financial information of Jinke Property for the three financial years ended 31 December 2016 prepared under HKFRS.

— 8 —

LETTER FROM THE BOARD

As the Company considers that the strict compliance with Rule 14.67(6)(a)(i) of the Listing Rules would be unduly burdensome, the Company has applied for waiver from strict compliance of the aforesaid Listing Rules on the following grounds:

  • (a) Jinke Property is listed on the Shenzhen Stock Exchange. Jinke Property is required to publish its audited financial statements, on a regular basis, for each financial year. The audited financial statements of Jinke Property for the three (3) financial years ended 31 December 2014, 2015 and 2016 (the “ Jinke Property Audited Accounts ”) were published and made available at the websites of Jinke Property (http://www.jinke.com/investors/dqbg/) and the Shenzhen Stock Exchange (http://disclosure.szse.cn/m/drgg_search.htm?secode=000656). The Jinke Property Audited Accounts have been prepared and audited in accordance with PRC GAAP and are audited by the independent auditors of Jinke Property, 天健會計師事 務所 (Pan-China Certified Public Accountants) (“ Pan-China CPA ”) following PRC GAAS. Pan-China CPA has expressed an unqualified opinion on the Jinke Property Audited Accounts.

  • (b) Upon completion of the Acquisitions, Jinke Property will not become a subsidiary of the Company, and the results of Jinke Property will not be consolidated into the financial statements of the Company. With only a minority shareholding in Jinke Property, the Jinke Shares acquired by the Company under the Acquisitions, together with those Jinke Shares already held by the Company, will be accounted for by the Company only as equity investment.

  • (c) Jinke Property has published its audited consolidated financial statements pursuant to the applicable requirements in the PRC and does not agree to re-state and re-audit its consolidated financial statements in accordance with the HKFRS, the standards which have been adopted by the Company. Even assuming Jinke Property is prepared to provide extensive access to its accounting records and provide explanations in relation to the same, the Company would have to incur substantial cost and expense to re-audit the financial data and information contained in such audited financial statements and re-state them in accordance with the HKFRS. Moreover, such re-audit and re-statement would produce no material increase in benefit to the Shareholders and potential investors of the Company.

Waiver from strict compliance with Rule 5.02 of the Listing Rules

Pursuant to Rule 5.02 of the Listing Rules, it is required that the valuation of the properties of Jinke Property be included in this circular as it is principally engaged in real estate development in the PRC and its assets comprise mainly of property interests.

The Company has applied to the Stock Exchange for a waiver in relation to Rule 5.02 of the Listing Rules by reason of the fact that, amongst others, Jinke Property is a listed company whose financial and other information is already generally available to the public, Jinke Property will not become a subsidiary of the Company and its results not be consolidated into the financial statements of the Company, and Jinke Property has no obligation to assist the Company in preparing valuation of Jinke Property’s property interests.

— 9 —

LETTER FROM THE BOARD

Alternative disclosures

The Company has included the following information in this circular as alternative disclosure of an accountant’s report under Chapter 4 of the Listing Rules and a valuation report under Chapter 5 of the Listing Rules.

  • (a) the audited financial statements of Jinke Property for the years ended 31 December 2014, 2015 and 2016 as extracted from the published documents of Jinke Property, which are set out under “EXTRACT OF AUDITED FINANCIAL STATEMENTS OF JINKE PROPERTY” (pages 15 to 512) in Appendix II to this circular;

  • (b) the management discussion and analysis of the results of operations of Jinke Property for the years ended 31 December 2014, 2015 and 2016 as extracted from the published documents of Jinke Property, which are set out in Appendix III to this circular (pages 516 to 697);

  • (c) an analysis on the accounting policies adopted by Jinke Property and those adopted by the Company as to whether material differences exist between them, which is reported on by Pan-China CPA in accordance with Hong Kong Standard of Assurance Engagement 3000. Such analysis is set out under “ANALYSIS ON THE ACCOUNTING POLICIES ADOPTED BY THE COMPANY (HKFRS) AND JINKE PROPERTY (PRC GAAP)” in Appendix II to this circular (pages 513 to 516); and

  • (d) an overview of the property interests of Jinke Property as at 31 December 2016 as extracted from the published report of Jinke Property for the year ended 31 December 2016, as contained in (i) “(5) Other descriptions” under Note 6 “Inventories” to the audited consolidated financial statements of Jinke Property for the year ended 31 December 2016 in pages 405 to 414 of Appendix II and (ii) “2. Operation and development of the Company’s real estate projects during the reporting period” in pages 639 to 648 of Appendix III to this circular.

The Company considers that the alternative disclosures described above would provide relevant, meaningful and reliable information on the financial position of Jinke Property for the financial years ended 31 December 2014, 2015 and 2016 and property interests of Jinke Property as at 31 December 2016, and the preparation of the accountant’s report and valuation report of Jinke Property for inclusion in this circular in strict compliance with the requirements of Rules 14.67(6)(a)(i) and 5.02 of the Listing Rules would be unduly burdensome and would result in unnecessary time and effort being incurred that may not add much value to the Shareholders in understanding the financial position and property interests of Jinke Property.

Based on the information provided by the Company and the alternative disclosures described above, the Stock Exchange has granted the Company waiver from strict compliance with the requirements under Rules 14.67(6)(a)(i) and 5.02 of the Listing Rules.

— 10 —

LETTER FROM THE BOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the terms of the Acquisitions are fair and reasonable and the Acquisitions are in the interest of the Company and the Shareholders as a whole. Although a general meeting will not be convened by the Company to approve the Acquisitions, if such a general meeting were to be convened by the Company, the Board would recommend the Shareholders to vote in favour of the resolution to approve the Acquisitions.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this Circular.

By Order of the Board Sunac China Holdings Limited SUN Hongbin Chairman

— 11 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for the three years ended 31 December 2014, 2015 and 2016 together with the relevant notes thereto are disclosed in the following documents which have been published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (http://www.sunac.com.cn):

  • pages 58 to 140 in the annual report of the Company for the year ended 31 December 2014 published on 16 April 2015;

  • pages 71 to 154 in the annual report of the Company for the year ended 31 December 2015 published on 18 April 2016; and

  • pages 98 to 196 in the annual report of the Company for the year ended 31 December 2016 published on 18 April 2017.

Each of the said consolidated financial statements of the Group is incorporated by reference to this circular and forms part of this circular. The management discussion and analysis of the Company for the years ended 31 December 2014, 2015 and 2016 and are disclosed in the published annual reports of the Company for the relevant period. Please also see below the links to the relevant annual reports of the Company:

  • Annual report of the Company for the year ended 31 December 2014 :

http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0416/LTN20150416362.pdf

  • Annual report of the Company for the year ended 31 December 2015 :

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0418/LTN20160418433.pdf

  • Annual report of the Company for the year ended 31 December 2016

http://www.hkexnews.hk/listedco/listconews/SEHK/2017/0418/LTN20170418616.pdf

2. INDEBTEDNESS STATEMENT

(i) Borrowings and debts

As at the close of business on 31 March 2017, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group had outstanding borrowings of approximately RMB138,587.2, of which RMB109,457.0 were secured or jointly secured by properties under development, completed properties held for sale and certain equity interests of the Company’s subsidiaries (including those legally transferred as collateral).

— 12 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Group’s contingent liabilities at the close of 31 March 2017 are as follows:

RMB million
Guarantees in respect of mortgage facilities for certain purchasers
of the Group’s properties 19,043.1
Guarantees in respect of borrowings owed by joint ventures and
associates of the Group 14,332.5

(ii) General

Save as disclosed above and apart from intra-group liabilities and normal trade payables in the normal course of business, as at the close of business on 31 March 2017, the Group did not have any debt securities issued and outstanding, and authorised or otherwise created but unissued, bank overdrafts, charges or debentures, mortgages, loans or other similar indebtedness or any finance lease commitments, hire purchase commitments, liabilities under acceptances (other than normal trade bills), acceptance credits or any guarantees.

The Directors have confirmed that there have been no material changes in the indebtedness and contingent liabilities of the Group since 31 March 2017.

3. MATERIAL ADVERSE CHANGE

The Company is not aware of any material adverse change in the financial or trading position of the Group since 31 December 2016, being the date to which the latest published audited financial statements of the Company were made up.

4. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the financial resources available to the Group including the available credit facilities and the Group’s internally generated funds and the cash flow impact of the Acquisitions, the Group has sufficient working capital to satisfy its requirements for at least the next 12 months following the date of this circular.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group will continue to insist on the strategy of regional in-depth development to further consolidate and develop its market position and influence in the existing regions and cities. On the other hand, the Group will continue to focus on the development and management of high-end properties and focus on building high-end premium properties for customers in a persistent way.

— 13 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The unaudited consolidated pro forma financial information of the Group illustrating the financial impact of the Acquisitions on the assets and liabilities of the Group is set out in Appendix IV to this circular. The pro forma financial information of the Group has been prepared for illustrative purpose only, based on the judgments and assumptions of the Directors, and, due to its hypothetical nature, it may not give a true picture of the financial position of the Group as at the date of completion of the Acquisitions or any future date.

— 14 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

1. EXTRACT OF AUDITED FINANCIAL STATEMENTS OF JINKE PROPERTY

The following is an extract of the audited financial statements of Jinke Property for the years ended 31 December 2014, 2015 and 2016, which were prepared in accordance with the PRC GAAP, as extracted from the respective annual reports and financial statements of Jinke Property for the years ended 31 December 2014, 2015 and 2016. These financial statements were issued in Chinese and the English translated version is provided for information purposes only. In case of discrepancies between the two versions, the Chinese version shall prevail.

The annual reports and financial statements of Jinke Property for the years ended 31 December 2014, 2015 and 2016 are available at the websites of Jinke Property (http://www.jinke.com/investors/dqbg/) and the Shenzhen Stock Exchange (http://disclosure.szse.cn/m/drgg_search.htm?secode=000656).

AUDITED FINANCIAL STATEMENTS OF JINKE PROPERTY FOR THE YEAR ENDED 31 DECEMBER 2014

I. Audit report

Type of audit opinions Standard unqualified audit opinions Signing date of the audit report 29 March 2015 Name of auditing body Pan-China Certified Public Accountants (special general partnership) No. of audit report Tian Jian Shen No. 8-77 [2015] Name of CPA Liang Zhengyong, Cheng Lan

Audit Report

Tian Jian Shen No. 8-77 [2015]

All shareholders of Jinke Property

Group Co., Ltd.:

We have audited the attached financial statements of Jinke Property Group Co., Ltd. (hereinafter referred to as “Jinke Co., Ltd.”), including the consolidated and the parent company’s balance sheets as at 31 December 2014, the consolidated and the parent company’s income statements of 2014, consolidated and the parent company’s cash flow statements, consolidated and the parent company’s statements of changes in owners’ equity and notes to financial statements.

I. Responsibility of the management for the financial statements

Preparing and fairly presenting financial statements are responsibilities of the management of Jinke Co., Ltd. These responsibilities include: (1) preparing financial statements in accordance with Accounting Standards for Business Enterprises, which achieve fair presentation in the mean time; and (2) designing, implementing and maintaining necessary internal control to avoid material misstatement resulting from fraudulence or mistakes.

— 15 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

II. Responsibility of CPAs

Our responsibility is to provide audit opinions on the financial statements based on our audit. We conducted our audit pursuant to China’s Independent Auditing Standards. The standards contained thereof require that we shall abide by professional ethics code for CPAs of China, plan and perform the audit to obtain reasonable assurance about whether or not the financial statements are free from material misstatement.

Our audit work includes implementing the audit procedure to obtain audit evidence relating to the amounts and disclosure of the financial statements. The audit procedure selected depends on the judgment of the CPAs, including assessment of the risk of material misstatement resulting from fraudulence or mistakes. While engaging in risk evaluation, CPAs took into consideration the internal control related to preparing and fairly presenting financial statements, with the purpose of designing proper audit procedure. The audit also includes assessing the appropriateness of accounting principles used and the rationality of the accounting estimates made by the management, as well as evaluating the overall financial statement presentation.

We believe the audit evidence we obtained is adequate and appropriate and provides a basis for us to give our opinions.

III. Auditors’ Opinions

In our opinion, Jinke Co., Ltd.’s financial statements are, in all material respects, prepared in accordance with Accounting Standards for Business Enterprises, and fairly present the consolidated and parent company’s financial position of Jinke Co., Ltd. as at 31 December 2014 as well as the consolidated and parent company’s operation performance and cash flow in 2014.

Pan-China Certified Public Accountants (special general partnership) Hangzhou, China

Certified Public Accountant of China: Liang Zhengyong

Certified Public Accountant of China: Cheng Lan 29 March 2015

— 16 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

II. Financial statement

Unit: RMB

1. Consolidated balance sheet

Prepared by: Jinke Property Group Co., Ltd.

31 December 2014

Item
Current assets:
Monetary fund
Settlement provision
Lendings
Financial assets at fair value through profit or loss
Derivative financial assets
Notes receivable
Accounts receivable
Advance payments
Premiums receivable
Reinsurance accounts receivable
Reinsurance contract reserves receivable
Interests receivable
Dividends receivable
Other receivables
Financial assets held under resale agreements
Inventories
Assets classified as held for sale
Non-current assets maturing within one year
Other current assets
Total current assets
Balance at the
end of the
period
7,527,131,604.31




15,300,000.00
709,008,179.14
796,701,986.10





1,737,074,275.37

62,262,559,625.16


2,136,948,630.59
75,184,724,300.67
Unit: RMB
Balance at the
beginning of the
period
6,364,503,639.90


2,340,000.00

1,050,000.00
210,514,538.67
1,191,785,760.11





1,823,074,182.38

45,996,490,254.23


1,579,795,621.08
57,169,553,996.37

— 17 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
Non-current assets:
Issue of loans and advances
Available-for-sale financial assets
Held-to-maturity investment
Long-term receivables
Long-term equity investments
Investment properties
Fixed assets
Construction in progress
Project materials
Disposal of fixed assets
Production-type biological assets
Oil and gas assets
Intangible assets
Development expenses
Goodwill
Long-term prepaid expenses
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
Balance at the
end of the
period




336,774,746.08
2,905,436,061.00
1,132,931,471.61
653,283,292.96




60,534,955.03

591,144,730.77
21,437,885.95
1,179,539,241.37

6,881,082,384.77
82,065,806,685.44
Balance at the
beginning of the
period

22,705,783.60


804,998,882.41
2,778,096,875.94
542,938,144.86
3,861,892.25




48,858,096.68

7,368,391.71
20,812,716.14
995,860,472.35
5,225,501,255.94
62,395,055,252.31

— 18 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
Current liabilities:
Short-term borrowings
Borrowings from the central bank
Deposits accepted and deposits from banks and other
financial institutions
Placements from banks and other financial institutions
Financial liabilities measured at fair value through profit
or loss
Derivative financial liabilities
Notes payable
Accounts payable
Advance receipts
Financial assets sold for repurchase
Fees and commissions payable
Payroll payable
Taxes payable
Interest payable
Dividends payable
Other payables
Reinsurance accounts payable
Insurance contract reserve
Funds from securities trading agency
Funds from securities underwriting agency
Liabilities classified as held for sale
Non-current liabilities maturing within one year
Other current liabilities
Total current liabilities
Balance at the
end of the
period
2,206,670,000.00





1,361,651,268.76
7,174,548,574.62
22,430,623,471.25


223,355,293.73
513,991,683.18
347,675,641.14
23,912,698.46
2,595,649,056.46





8,831,319,600.00

45,709,397,287.60
Balance at the
beginning of the
period
1,980,000,000.00





1,667,451,647.10
4,676,239,383.01
18,668,331,885.17


186,060,616.51
876,080,517.34
114,532,803.87
23,912,698.46
3,377,557,908.15





5,673,860,000.00
37,244,027,459.61

— 19 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
Non-current liabilities:
Long-term borrowings
Bonds payable
Including: Preferred shares
Perpetual bonds
Long-term payables
Long-term payroll payable
Special payables
Foreseeable liabilities
Deferred earnings
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Balance at the
end of the
period
21,311,210,000.00






72,928,871.54
516,060,205.86
1,290,000,000.00
23,190,199,077.40
68,899,596,365.00
Balance at the
beginning of the
period
12,660,654,672.00






62,807,756.66
505,051,678.82
1,995,000,000.00
15,223,514,107.48
52,467,541,567.09

— 20 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Item
Owners’ equity:
Share capital
Other equity instruments
Including: Preferred shares
Perpetual bonds
Capital reserves
Less: Treasury shares
Other comprehensive income
Special reserves
Surplus reserves
General risk reserves
Undistributed profits
Total equity attributable to owners of the parent
company
Minority interests
Total owners’ equity
Total liabilities and owners’ equity
Balance at the
end of the
period
1,378,540,051.00


2,102,318,777.08

594,504,975.70

161,768,591.16

6,292,813,928.44
10,529,946,323.38
2,636,263,997.06
13,166,210,320.44
82,065,806,685.44
Balance at the
beginning of the
period
1,158,540,051.00


175,205,436.32

559,740,586.31

301,114,786.54

5,657,563,669.18
7,852,164,529.35
2,075,349,155.87
9,927,513,685.22
62,395,055,252.31

Legal representative: Person in charge of accounting: Huang Hongyun Li Hua

Officer-in-charge of accounting institution: Liu Shaojun

— 21 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Balance sheet of parent company
Item
Current assets:
Monetary fund
Financial assets measured at fair value through profit or
loss
Derivative financial assets
Notes receivable
Accounts receivable
Advance payments
Interests receivable
Dividends receivable
Other receivables
Inventories
Assets classified as held for sale
Non-current assets maturing within one year
Other current assets
Total current assets
Balance at the
end of the
period
817,641,069.73



13,226,300.73
289,593.47

878,442,799.70
13,837,733,512.10
369,449,025.12


17,871,232.94
15,934,653,533.79
Unit: RMB
Balance at the
beginning of the
period
607,646,368.24



466,603.16
604,272,700.18


18,585,274,622.91
433,510,324.62


8,410,765.90
20,239,581,385.01

— 22 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
Non-current assets:
Available-for-sale financial assets
Held-to-maturity investment
Long-term receivables
Long-term equity investments
Investment properties
Fixed assets
Construction in progress
Project materials
Disposal of fixed assets
Production-type biological assets
Oil and gas assets
Intangible assets
Development expenses
Goodwill
Long-term prepaid expenses
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
Balance at the
end of the
period



11,152,637,847.75
1,383,785,332.99
7,564,875.95





6,997,070.72


7,873,890.52
47,051,284.06

12,605,910,301.99
28,540,563,835.78
Balance at the
beginning of the
period



7,347,713,887.44
1,309,198,073.35
9,531,138.78





7,829,404.85


9,752,838.00
66,908,396.00
8,750,933,738.42
28,990,515,123.43

— 23 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
Current liabilities:
Short-term borrowings
Financial liabilities measured at fair value through profit
or loss
Derivative financial liabilities
Notes payable
Accounts payable
Advance receipts
payroll payable
Taxes payable
Interest payable
Dividends payable
Other payables
Liabilities classified as held for sale
Non-current liabilities maturing within one year
Other current liabilities
Total current liabilities
Non-current liabilities:
Long-term borrowings
Bonds payable
Including: Preferred shares
Perpetual bonds
Long-term payables
Long-term payroll payable
Special payables
Foreseeable liabilities
Deferred earnings
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Balance at the
end of the
period




118,388,278.36
16,048,916.32
38,408,756.89
24,292,499.79
244,431,917.27

10,475,670,626.08

1,190,900,000.00

12,108,140,994.71
8,205,510,000.00





1,067,146.07
280,352,330.40

8,486,929,476.47
20,595,070,471.18
Balance at the
beginning of the
period
200,000,000.00



246,557,143.11
97,362,576.02
42,201,513.00
197,148,293.57
54,218,509.43

20,773,492,932.73

1,375,800,000.00
22,986,780,967.86
880,000,000.00





1,104,400.00
261,558,988.10
300,000,000.00
1,442,663,388.10
24,429,444,355.96

— 24 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Item
Owners’ equity:
Share capital
Other equity instruments
Including: Preferred shares
Perpetual bonds
Capital reserves
Less: Treasury shares
Other comprehensive income
Special reserves
Surplus reserves
Undistributed profits
Total owners’ equity
Total liabilities and owners’ equity
Balance at the
end of the
period
1,378,540,051.00


4,274,916,595.71

21,261,250.12

291,337,386.02
1,979,438,081.75
7,945,493,364.60
28,540,563,835.78
Balance at the
beginning of the
period
1,158,540,051.00


2,322,583,765.52

6,237,411.13

157,728,312.61
915,981,227.21
4,561,070,767.47
28,990,515,123.43

— 25 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Comprehensive income statement
Unit: RMB
Amount incurred Amount incurred
in the current in the last
Item period period
I. Total operating revenue 17,323,507,266.17 16,069,615,178.82
Including: Operating revenue 17,323,507,266.17 16,069,615,178.82
Interest income
Earned premium
Fee and commission income
II. Total operating cost 16,867,066,319.18 14,903,232,865.07
Including: Operating cost 13,336,658,521.21 11,886,281,912.99
Interest expenses
Fee and commission expense
Surrender value
Net amount of compensation payout
Net amount of reserves for insurance contract
Policy dividend payment
Reinsurance cost
Business taxes and surcharges 1,240,540,387.97 1,625,381,132.31
Selling expenses 638,071,318.92 645,840,934.87
Administrative expenses 719,321,145.66 636,295,217.46
Financial expenses 162,979,839.75 84,635,369.58
Assets impairment loss 769,495,105.67 24,798,297.86
Add: gains on change in fair
value (“-” for loss) 54,312,554.05 47,742,213.50
Investment income (“-” for loss) 44,747,997.06 -6,274,698.22
Including: investment income in associates and
joint ventures 29,781,399.44 -8,467,049.49
Exchange gains (“-” for loss)
III. Operating profit (“-” for loss) 555,501,498.10 1,207,849,829.03
Add: Non-operating income 237,589,741.41 103,135,282.55
Including: Gain from disposal of non-current
assets 1,005,175.42 517,095.03
Less: Non-operating expense 39,657,472.26 43,672,335.90
Including: Loss from disposal of non-current
assets 394,476.81 374,948.00
IV. Total profit (“-” for total loss) 753,433,767.25 1,267,312,775.68
Less: Income tax expense -109,605,297.61 321,028,636.15

— 26 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Amount incurred Amount incurred
in the current in the last
Item period period
V. Net profit (“-” for net loss) 863,039,064.86 946,284,139.53
Net profit attributable to owners of the parent
company 907,884,138.79 984,071,530.24
Gains/losses of minority shareholders -44,845,073.93 -37,787,390.71
VI. After-tax net amount of other comprehensive income 39,849,817.53 1,477,610.18
After-tax net amount of other comprehensive
income attributable to owners of the parent
company 34,764,389.39 1,477,610.18
(I) Other comprehensive income that cannot be
reclassified into profits/losses
1.
Changes arising from re-measurement of
net liabilities or net assets of defined
benefit plan
2.
Share in other comprehensive income of
the investee that cannot be reclassified
into profits/losses under the equity
method
(II) Other comprehensive income that will be
reclassified into profits/losses 34,764,389.39 1,477,610.18
1.
Share in other comprehensive income of
the investee that will be reclassified into
profits/losses under the equity method
2.
Gains/losses from change in fair value of
available-for-sale financial assets -529,337.70 529,337.70
3.
Held-to-maturity investment reclassified
as profit/loss from available-for-sale
financial assets
4.
Operational factors of cash flow hedging
gains/losses
5.
Translation difference of foreign-currency
financial statements
6.
Others
35,293,727.09 948,272.48
After-tax net amount of other comprehensive
income attributable to minority shareholders 5,085,428.14
VII. Total comprehensive income 902,888,882.39 947,761,749.71
Total comprehensive income attributable to owners of
the parent company 942,648,528.18 985,549,140.42
Total comprehensive income attributable to minority
shareholders -39,759,645.79 -37,787,390.71

— 27 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Amount incurred Amount incurred
in the current in the last
Item period period
VIII. Earnings per share:
(I) Basic earnings per share 0.78 0.85
(II) Diluted earnings per share 0.78 0.85

For merger of enterprises under the same control in the current period, net profit realized by the merged party before merger was RMB:0; net profit realized by the merged party in the last period was RMB:0.

Legal representative: Person in charge of accounting: Huang Hongyun Li Hua

Officer-in-charge of accounting institution: Liu Shaojun

— 28 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Income statement of the parent company
Unit: RMB
Amount incurred Amount incurred
in the current in the last
Item period period
I. Operating revenue 510,724,913.79 1,760,311,646.05
Less: Operating cost 118,064,611.75 673,319,958.04
Business taxes and surcharges -15,758,057.48 173,412,680.68
Sales expenses 12,108,061.83 7,458,562.41
Management expenses 240,387,022.01 203,008,185.73
Financial expenses 48,934,662.38 10,622,329.75
Assets impairment loss 1,641,499.03 3,979,060.89
Add: Revenue from change in fair value (“-” for
loss) 34,628,039.64 35,767,627.87
Return on investment (“-” for loss) 1,100,284,004.11 301,502,155.33
Including: Return on investment in associated
enterprises and joint ventures 2,107,366.93 4,376,255.33
II. Operating profit (“-” for loss) 1,240,259,158.02 1,025,780,651.75
Add: Non-operating revenue 37,231,550.72 35,366,173.39
Including: Gain from disposal of non-current
assets
Less: Non-operating expense 5,952,997.10 10,925,400.24
Including: Loss from disposal of non-current
assets 807.86 59,901.97
III. Total profit (“-” for total loss) 1,271,537,711.64 1,050,221,424.90
Less: Income tax expense -64,553,022.43 191,952,913.58
IV. Net profit (“-” for net loss) 1,336,090,734.07 858,268,511.32

— 29 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount incurred Amount incurred
in the current in the last
Item period period
V. After-tax net amount of other comprehensive income 15,023,838.99
(I) Other comprehensive income that cannot be
reclassified into profits/losses
1. Changes arising from re-measurement of
net liabilities or net assets of defined
benefit plan
2. Share in other comprehensive income of
the investee that cannot be reclassified into
profits/losses under the equity method
(II) Other comprehensive income that will be
reclassified into profits/losses 15,023,838.99
1. Share in other comprehensive income of
the investee that will be reclassified into
profits/losses under the equity method
2. Gains/losses from change in fair value of
available-for-sale financial assets
3. Held-to-maturity investment reclassified as
profit/loss from available-for-sale financial
assets
4. Operational factors of cash flow hedging
gains/losses
5. Translation difference of foreign-currency
financial statements
6. Others 15,023,838.99
VI. Total comprehensive income 1,351,114,573.06 858,268,511.32
VII. Earnings per share:
(I) Basic earnings per share 1.15 0.74
(II) Diluted earnings per share 1.15 0.74

— 30 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Consolidated cash flow statement
Item
I.
Cash flows from operating activities:
Cash received from sales of goods and provision of
labor
Net increase in deposits from customers and banks
and other financial institutions
Net increase in borrowings from the central bank
Net increase in placements from other financial
institutions
Premiums received from original insurance
contracts
Net cash received from reinsurance business
Net increase in deposits from policyholders and
investment funds
Net increase from disposal of financial assets
measured at fair value through profit or loss
Cash received from interests, fees and commissions
Net increase in placements from banks and other
financial institutions
Net increase in repurchase business capital
Tax refund received
Other cash received relating to operating activities
Subtotal of cash inflows from operating activities
Cash paid for purchase of goods and acceptance of
labor service
Net increase in loans and advances to customers
Net increase in deposits with central bank and other
financial institutions
Original insurance contract claims paid
Cash paid for interests, fees and commissions
Cash paid for policy dividends
Cash paid to and for employees
Taxes paid
Other cash paid relating to operating activities
Subtotal of cash outflows for operating activities
Net cash flows from operating activities
Amount incurred
in the current
period
20,711,909,925.44











3,782,473,605.06
24,494,383,530.50
24,557,039,151.05





1,139,400,330.72
2,420,978,446.03
4,761,728,602.78
32,879,146,530.58
-8,384,763,000.08
Unit: RMB
Amount incurred
in the last
period
17,785,664,260.13











2,600,343,184.53
20,386,007,444.66
18,744,042,885.52





880,744,767.17
2,030,629,008.26
3,248,596,837.86
24,904,013,498.81
-4,518,006,054.15

— 31 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
II.
Cash flows from investing activities:
Cash received from taking back investment
Cash received from return on investment
Net cash received from disposal of fixed assets,
intangible assets and other long-term assets
Net cash received from disposal of subsidiaries and
other operating units
Other cash received relating to investing activities
Subtotal of cash inflows from investing activities
Cash paid for purchase and construction of fixed
assets, intangible assets and other long-term
assets
Cash paid for investment
Net increase in pledge loans
Net cash paid for acquisition of subsidiaries and
other operating units
Other cash paid relating to investing activities
Subtotal of cash outflows for investing activities
Net cash flows from investing activities
III.
Cash flows from financing activities:
Cash received from introducing investment
Including: Cash received by subsidiaries from
investments of minority shareholders
Cash received for obtaining loans
Cash received from issue of bonds
Other cash received relating to financing activities
Subtotal of cash inflows from financing activities
Cash paid for repayment of debts
Cash paid for distribution of dividend and profit or
repayment of interest
Including: Dividend and profit paid by
subsidiaries to minority shareholders
Other cash paid relating to financing activities
Subtotal of cash outflows for financing activities
Net cash flows from financing activities
IV.
Effect of exchange rate change on cash and cash
equivalents
V.
Net increase in cash and cash equivalents
Add: Opening balance of cash and cash equivalents
VI.
Ending balance of cash and cash equivalents
Amount incurred
in the current
period
559,703,656.49
4,461,147.22
1,708,875.92


565,873,679.63
104,806,293.62
809,915,355.59

332,027,088.53

1,246,748,737.74
-680,875,058.11
---------------------
-----------------------------------------------------------------------------------
2,859,600,000.00
685,800,000.00
23,274,120,000.00

5,558,872,094.80
31,692,592,094.80
11,965,494,672.00
2,674,531,925.89
23,184,644.41
6,894,458,765.81
21,534,485,363.70
10,158,106,731.10
1,092,468,672.91
4,712,813,588.73
5,805,282,261.64
Amount incurred
in the last
period
96,692,393.23
11,900,472.59
2,586,237.32

111,179,103.14
77,772,727.05
615,000,000.00

142,863,976.43
28,692,773.83
864,329,477.31
-753,150,374.17
---------------------
-----------------------------------------------------------------------------------
929,643,294.12
929,643,294.12
20,000,580,000.00

6,054,273,645.99
26,984,496,940.11
13,023,635,328.00
1,889,171,246.30

8,578,032,000.00
23,490,838,574.30
3,493,658,365.81
-1,777,498,062.51
6,490,311,651.24
4,712,813,588.73

— 32 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

6. Cash flow statement of the parent company

Item
I.
Cash flows from operating activities:
Cash received from sales of goods and provision of
labor
Tax refund received
Other cash received relating to operating activities
Subtotal of cash inflows from operating activities
Cash paid for purchase of goods and acceptance of
labor service
Cash paid to and for employees
Taxes paid
Other cash paid relating to operating activities
Subtotal of cash outflows for operating activities
Net cash flows from operating activities
II.
Cash flows from investing activities:
Cash received from taking back investment
Cash received from return on investment
Net cash received from disposal of fixed assets,
intangible assets and other long-term assets
Net cash received from disposal of subsidiaries and
other operating units
Other cash received relating to investing activities
Subtotal of cash inflows from investing activities
Cash paid for purchase and construction of fixed
assets, intangible assets and other long-term
assets
Cash paid for investment
Net cash paid for acquisition of subsidiaries and
other operating units
Other cash paid relating to investing activities
Subtotal of cash outflows for investing activities
Net cash flows from investing activities
Amount incurred
in the current
period
422,069,949.98
27,926,289,810.25
28,348,359,760.23
159,799,872.28
160,644,339.64
183,323,035.93
31,669,072,978.89
32,172,840,226.74
-3,824,480,466.51
10,000,000.00
4,461,147.22
268,579.31
4,315,526.75

19,045,253.28
4,608,583.09
3,236,232,830.19


3,240,841,413.28
-3,221,796,160.00
Unit: RMB
Amount incurred
in the last
period
461,158,625.10
18,943,201,046.72
19,404,359,671.82
141,420,236.79
123,560,349.96
109,162,017.51
18,576,207,223.37
18,950,349,827.63
454,009,844.19

11,900,472.59
282,000.00

12,182,472.59
8,940,545.36
604,200,000.00

613,140,545.36
-600,958,072.77

— 33 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
III.
Cash flows from financing activities:
Cash received from introducing investment
Cash received for obtaining loans
Cash received from issue of bonds
Other cash received relating to financing activities
Subtotal of cash inflows from financing activities
Cash paid for repayment of debts
Cash paid for distribution of dividend and profit or
repayment of interest
Other cash paid relating to financing activities
Subtotal of cash outflows for financing activities
Net cash flows from financing activities
IV.
Effect of exchange rate change on cash and cash
equivalents
V.
Net increase in cash and cash equivalents
Add: Opening balance of cash and cash equivalents
VI.
Ending balance of cash and cash equivalents
Amount incurred
in the current
period
Amount incurred
in the last
period
2,173,800,000.00

8,445,860,000.00
1,270,000,000.00




10,619,660,000.00
1,270,000,000.00
2,634,230,000.00
14,200,000.00
729,615,550.56
337,766,420.73

718,120,000.00
3,363,845,550.56
1,070,086,420.73
7,255,814,449.44
199,913,579.27
209,537,822.93
52,965,350.69
607,388,628.17
554,423,277.48
816,926,451.10
607,388,628.17
Amount incurred
in the current
period
Amount incurred
in the last
period
2,173,800,000.00

8,445,860,000.00
1,270,000,000.00




10,619,660,000.00
1,270,000,000.00
2,634,230,000.00
14,200,000.00
729,615,550.56
337,766,420.73

718,120,000.00
3,363,845,550.56
1,070,086,420.73
7,255,814,449.44
199,913,579.27
209,537,822.93
52,965,350.69
607,388,628.17
554,423,277.48
816,926,451.10
607,388,628.17
1,270,000,000.00
14,200,000.00
337,766,420.73
718,120,000.00
1,070,086,420.73
199,913,579.27
52,965,350.69
554,423,277.48
607,388,628.17

— 34 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Minority
General
shareholders’
Total owners’
risk
Undistributed
equity
equity
reserves
profits

5,657,563,669.18 2,075,349,155.87
9,927,513,685.22












— 5,657,563,669.18 2,075,349,155.87
9,927,513,685.22

635,250,259.26
560,914,841.19
3,238,696,635.22

907,884,138.79
-39,759,645.79
902,888,882.39


623,859,131.39
2,498,017,203.36


281,715,920.43
2,454,048,750.62








342,143,210.96
43,968,452.74

-272,633,879.53
-23,184,644.41
-162,209,450.53

-133,609,073.41





-139,024,806.12
-23,184,644.41
-162,209,450.53



Surplus reserves 301,114,786.54 301,114,786.54 -139,346,195.38 -272,955,268.79 -272,955,268.79 133,609,073.41 133,609,073.41
Special reserves
Current period Equity attributable to owners of the parent company Less:
Other
Capital
Treasury
comprehensive
reserves
shares
income
Others

175,205,436.32

559,740,586.31













175,205,436.32

559,740,586.31
— 1,927,113,340.76

34,764,389.39



34,764,389.39
— 1,927,113,340.76

— 1,952,332,830.19








-25,219,489.43
















Other equity instruments Preferred
Perpetual
shares
bonds


















Share capital 1,158,540,051.00 1,158,540,051.00 220,000,000.00 220,000,000.00 220,000,000.00
Item I.
Ending balance of last year
Add: Changes in accounting policies Correction of previous errors Merger of enterprises under the same control Others II.
Opening balance of the current
year III.
Increase/decrease of the current
period (“-” for decrease) (I)
Total comprehensive income
(II) Owners’ capital injected and reduced 1.
Ordinary shares invested by
shareholders 2.
Capital invested by holders of
other equity instruments 3.
Amounts of share-based
payments included in owners’ equity 4.
Others
(III) Profit distribution 1.
Withdrawal of surplus reserves
2.
Withdrawal of general risk
provisions 3.
Distribution to owners (or
shareholders) 4.
Others

— 35 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Minority shareholders’
Total owners’
Undistributed
equity
equity
profits
















6,292,813,928.44 2,636,263,997.06 13,166,210,320.44
General risk reserves
Surplus reserves 161,768,591.16
Special reserves
Current period Equity attributable to owners of the parent company Less:
Other
Capital
Treasury
comprehensive
reserves
shares
income
Others
























— 2,102,318,777.08

594,504,975.70
Other equity instruments Preferred
Perpetual
shares
bonds









Share capital 1,378,540,051.00
Item (IV) Internal carryover of owners’ equity 1.
Transfer of capital reserves into
paid-in capital (or share capital) 2.
Transfer of surplus reserves into
paid-in capital (or share capital) 3.
Surplus reserves for making up
losses 4.
Others
(V) Special reserves 1.
Withdrawal in the current year
2.
Use in the current period
(VI) Others IV.
Ending balance of the current
period

— 36 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Minority
General
shareholders’
Total owners’
risk
Undistributed
equity
equity
reserves
profits
— 4,875,172,995.17 1,013,143,874.40 7,959,158,131.04











— 4,875,172,995.17 1,013,143,874.40 7,959,158,131.04
782,390,674.01 1,062,205,281.47 1,968,355,554.18

984,071,530.24
-37,787,390.71
947,761,749.71

— 1,099,992,672.18 1,136,447,809.57

— 1,174,643,294.10 1,174,643,294.10








-74,650,621.92
-38,195,484.53

-201,680,856.23

-115,854,005.10

-85,826,851.13





-115,854,005.10

-115,854,005.10



Surplus reserves 215,287,935.41 215,287,935.41 85,826,851.13 85,826,851.13 85,826,851.13
Special reserves
Last period Equity attributable to owners of the parent company Less:
Other
Capital
Treasury
comprehensive
reserves
shares
income
Others

138,750,298.93

558,262,976.13













138,750,298.93

558,262,976.13

36,455,137.39

1,477,610.18



1,477,610.18

36,455,137.39











36,455,137.39
















Other equity instruments Preferred
Perpetual
shares
bonds


















Share capital 1,158,540,051.00 1,158,540,051.00
Item I.
Ending balance of last year
Add: Changes in accounting policies Correction of previous errors Merger of enterprises under the same control Others II.
Opening balance of the current year
III.
Increase/decrease of the current
period (“-” for decrease) (I)
Total comprehensive income
(II) Owners’ capital injected and reduced 1.
Ordinary shares invested by
shareholders 2.
Capital invested by holders of other
equity instruments 3.
Amounts of share-based payments
included in owners’ equity 4.
Others
(III) Profit distribution 1.
Withdrawal of surplus reserves
2.
Withdrawal of general risk
provisions 3.
Distribution to owners (or
shareholders) 4.
Others

— 37 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Minority
General
shareholders’
Total owners’
risk
Undistributed
equity
equity
reserves
profits



























— 5,657,563,669.18 2,075,349,155.87 9,927,513,685.22
Surplus reserves 301,114,786.54
Special reserves
Last period Equity attributable to owners of the parent company Less:
Other
Capital
Treasury
comprehensive
reserves
shares
income
Others




























175,205,436.32

559,740,586.31
Other equity instruments Preferred
Perpetual
shares
bonds










Item
Share capital
(IV) Internal carryover of owners’ equity
1.
Transfer of capital reserves into
paid-in capital (or share capital)
2.
Transfer of surplus reserves into
paid-in capital (or share capital)
3.
Surplus reserves for making up
losses
4.
Others
(V) Special reserves
1.
Withdrawal in the current year
2.
Use in the current period
(VI) Others
IV.
Ending balance of the current period 1,158,540,051.00

— 38 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Total Undistributed
owners’
profits
equity
915,981,227.21
4,561,070,767.47



915,981,227.21
4,561,070,767.47
1,063,456,854.54
3,384,422,597.13
1,336,090,734.07
1,351,114,573.06

2,172,332,830.19

2,172,332,830.19



-272,633,879.53
-139,024,806.12
-133,609,073.41
-139,024,806.12
-139,024,806.12

Surplus reserves 157,728,312.61 157,728,312.61 133,609,073.41 133,609,073.41 133,609,073.41
Special reserves
Other comprehensive income 6,237,411.13 6,237,411.13 15,023,838.99 15,023,838.99
Current period Less: Treasury shares
Capital reserves 2,322,583,765.52 2,322,583,765.52 1,952,332,830.19 1,952,332,830.19 1,952,332,830.19
Others
Other equity instruments Preferred
Perpetual
shares
bonds
















Amount in the current period Item Share capital I. Ending balance of last year
1,158,540,051.00
Add: Changes in accounting policies
Correction of previous errors
Others
II. Opening balance of the current year
1,158,540,051.00
III. Increase/decrease of the current period (“-” for decrease)
220,000,000.00
(I) Total comprehensive income
(II) Owners’ capital injected and reduced
220,000,000.00
1. Ordinary shares invested by shareholders
220,000,000.00
2. Capital invested by holders of other equity instruments
3. Amounts of share-based payments included in owners’ equity
4. Others
(III) Profit distribution
1. Withdrawal of surplus reserves
2. Distribution to owners (or shareholders)
3. Others

— 39 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Total owners’ equity 7,945,493,364.60
Undistributed profits 1,979,438,081.75
Surplus reserves 291,337,386.02
Special reserves
Other comprehensive income 21,261,250.12
Current period Less: Treasury shares
Capital reserves 4,274,916,595.71
Others
Other equity instruments Preferred
Perpetual
shares
bonds










Share capital 1,378,540,051.00
Item (IV) Internal carryover of owners’ equity 1. Transfer of capital reserves into paid-in capital (or share capital) 2. Transfer of surplus reserves into paid-in capital (or share capital) 3. Surplus reserves for making up losses 4. Others (V) Special reserves 1. Withdrawal in the current year 2. Use in the current period (VI) Others IV. Ending balance of the current period

— 40 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Total Undistributed
owners’
profits
equity
259,393,572.12
3,818,656,261.25



259,393,572.12
3,818,656,261.25
656,587,655.09
742,414,506.22
858,268,511.32
858,268,511.32





-201,680,856.23
-115,854,005.10
-85,826,851.13
-115,854,005.10
-115,854,005.10

Surplus reserves 71,901,461.48 71,901,461.48 85,826,851.13 85,826,851.13 85,826,851.13
Special reserves
Other comprehensive income 6,237,411.13 6,237,411.13
Last period Less: Treasury shares
Capital reserves 2,322,583,765.52 2,322,583,765.52
Others
Other equity instruments Preferred
Perpetual
shares
bonds
















Share capital 1,158,540,051.00 1,158,540,051.00
Item I. Ending balance of last year Add: Changes in accounting policies Correction of previous errors Others II. Opening balance of the current year III. Increase/decrease of the current period (“-” for decrease) (I) Total comprehensive income (II) Owners’ capital injected and reduced 1. Ordinary shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amounts of share-based payments included in owners’ equity 4. Others (III) Profit distribution 1. Withdrawal of surplus reserves 2. Distribution to owners (or shareholders) 3. Others

— 41 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Total owners’ equity 4,561,070,767.47
Undistributed profits 915,981,227.21
Surplus reserves 157,728,312.61
Special reserves
Other comprehensive income 6,237,411.13
Last period Less: Treasury shares
Capital reserves 2,322,583,765.52
Others
Other equity instruments Preferred
Perpetual
shares
bonds










Share capital 1,158,540,051.00
Item (IV) Internal carryover of owners’ equity 1. Transfer of capital reserves into paid-in capital (or share capital) 2. Transfer of surplus reserves into paid-in capital (or share capital) 3. Surplus reserves for making up losses 4. Others (V) Special reserves 1. Withdrawal in the current year 2. Use in the current period (VI) Others IV. Ending balance of the current period

— 42 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Notes to Financial Statements of Jinke Property Group Co., Ltd.

2014

Unit: RMB

I. General information about the Company

Formerly Chongqing Dong Yuan Industry Development Co., Ltd. (formerly known as Chongqing Dong Yuan Steel Co., Ltd.), Jinke Property Group Co., Ltd. (hereinafter referred to as the Company) was established upon restructuring from the former Forth Iron and Steel Plant of Chongqing Iron and Steel Company as approved by Chongqing Municipal People’s Government in Doc. Chong Fu Fa (1986) No. 290 and was registered with Chongqing Administration for Industry and Commerce on 29 March 1994, with its headquarters in Jiangbei District, Chongqing. The Company now holds the business license with registration No.: 500000000007018, its registered capital is 1,378,540,051, and the total shares are 1,378,540,051 (with a par value of RMB1 each), including 459,716,011 tradable shares with sale limitations and 918,824,040 tradable shares without sale limitations.

As a real estate developer, the Company mainly engages in real estate development, property management, installation of mechanical and electrical equipment (the abovementioned operating activities should be carried out with qualification certificate); sales of buildings, decorative materials and chemicals (excluding hazardous chemicals) and hardware; rental of self-owned houses; corporate management consulting service, imports & exports of goods and technologies (for items prohibited by laws and regulations, relevant operating activities should not be carried out; for items restricted by laws and regulations, relevant operating activities may be carried out only after relevant license or approval is obtained). Main products or labor services provided include sales of real estate, wind power investment and development, property management, hotel operation, landscaping engineering, doors & windows engineering, decoration engineering, and sales of materials.

The Financial Statements were approved to be disclosed to the public at the 15th meeting of the 9th Board of Directors of the Company on 29 March 2015. The Company incorporated 115 subsidiaries including Chongqing Jinke Real Estate Development Co., Ltd., Chongqing Jinke Industrial Group Hongjing Real Estate Development Co., Ltd. and Wuxi Jinke Kerun Real Estate Development Co., Ltd. into the scope of the consolidated financial statements for the current period, with details set out in the change in the consolidation scope and description of interests in other entities in the Notes to the Financial Statements.

II. Basis for preparation of the financial statements

(I) Preparation basis

The Company’s financial statements are prepared on the going-concern basis.

— 43 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(II) Evaluation of going-concern ability

The Company is not involved in any events or conditions that may cast significant doubt about the going-concern assumptions for 12 months after the end of the reporting period.

III. Critical accounting policies and accounting estimates

(I) Statement of compliance with the Accounting Standards for Business Enterprises

The financial statements prepared by the Company comply with the Accounting Standards for Business Enterprises and give a true and complete view of the financial position, operating results and cash flow of the Company.

(II) Accounting period

The Company takes the Gregorian calendar year as the fiscal year, i.e. from 1 January to 31 December.

(III) Recording currency

The Company uses Renminbi as the recording currency.

  • (IV) Accounting for merger of enterprises under and not under the same control

1. Accounting for merger of enterprises under the same control

The assets and liabilities acquired by the Company through merger with other enterprise are measured as per the book value of the merged party in the consolidated financial statements of the ultimate controller on the date of merger. The Company adjusts the capital reserve based on the difference between the share of the book value of the owners’ equity of the merged party in the consolidated financial statements of the ultimate controller and the book value of the paid consideration for merger or the aggregate book value of shares issued; in case of capital reserve insufficient for writedown, the retained earnings will be adjusted.

2. Accounting for merger of enterprises not under the same control

The difference of the merger cost of the Company above the share of the fair value of identifiable net assets of the acquired party obtained through merger on the date of acquisition is recognized as goodwill; in case of the difference of the merger cost of the Company below the share of the fair value of identifiable net assets of the acquired party obtained through merger, the measurement of the fair value of various obtained identifiable assets, liabilities and contingent liabilities of the acquired party and the merger cost should be reviewed first, and if the merger cost is still lower than the share of the fair value of identifiable net assets of the acquired party obtained through merger after review, the difference is stated as current gain/loss.

— 44 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (V) Preparation method of consolidated financial statements

The parent company incorporates all subsidiaries under its control into the consolidation scope of the consolidated financial statements. Based on the financial statements of the parent company and subsidiaries thereof, the consolidated financial statements are prepared by the parent company according to other relevant data and the Accounting Standards for Business Enterprises No. 33 — Consolidated Financial Statements .

(VI) Classification of joint arrangement and accounting for joint operation

  1. Joint arrangement is classified as either a joint operation or a joint venture.

  2. When the Company is a joint operator, the following items relating to the interests in the joint operation are recognized:

  3. (1) Recognize the assets held separately, as well as the assets held jointly as per the shares;

  4. (2) Recognize the liabilities assumed separately, as well as liabilities shared commonly as per the shares;

  5. (3) Recognize the revenue from sales of shares of the joint operation held by the Company;

  6. (4) Recognize the revenue from sales of assets of the joint operation as per the shares held by the Company;

  7. (5) Recognize the expenses incurred separately, as well as expenses incurred to the joint operation as per the shares held by the Company.

(VII) Standards for determining cash and cash equivalents

Cash stated in the cash flow statement refers to cash on hand and deposits that can be readily withdrawn on demand. Cash equivalent refers to investment that is short in term, highly mobile, easily convertible into given amount of cash and subject to an insignificant risk of change in value.

(VIII) Translation of foreign currency businesses and foreign currency financial statements

  1. Translation of foreign currency businesses

At the time of initial recognition, foreign currency transactions are translated into RMB amount at the spot exchange rate on the date of transaction. On the balance sheet date, foreign currency monetary items are translated at the spot exchange rate on that date, and the exchange difference arising from different exchange rates is stated as current gain/loss except the exchange difference arising from the specific-purpose foreign currency loan principals and interests relating to setup of assets meeting the capitalization conditions; foreign currency non-monetary items measured at

— 45 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

historical cost are translated at the spot exchange rate on the date of transaction, without changing its RMB amount; foreign currency non-monetary items measured at fair value are translated at the spot exchange rate on the date of determination of fair value, with the difference stated as current gain/loss or other comprehensive income.

2. Translation of foreign currency financial statements

The assets and liabilities in the balance sheet are translated at the spot exchange rate on the balance sheet date; the owners’ equity excluding “undistributed profit” is translated at the spot exchange rate on the transaction date; and the revenues and expenses in the income statement are translated at the exchange rate approximate to the spot exchange rate on the transaction date. The aforesaid translation differences in foreign currency financial statements are stated as other comprehensive income.

(IX) Financial instruments

1. Classification of financial assets and financial liabilities

At the time of initial recognition, financial assets are classified into financial assets measured at fair value through profit or loss (including tradable financial assets and financial assets specified to be measured at fair value through profit or loss at the time of initial recognition), held-to-maturity investments, loans and receivables, and available-for-sale financial assets.

At the time of initial recognition, financial liabilities are classified into financial liabilities measured at fair value through profit or loss (including tradable financial liabilities and financial liabilities specified to be measured at fair value through profit or loss at the time of initial recognition), and other financial liabilities.

2. Recognition basis, measurement method and conditions for derecognition of financial assets and financial liabilities

A financial asset or financial liability is recognized when the Company becomes a party to the contract of financial instrument. At the time of initial recognition, financial assets or financial liabilities are measured at fair value; the relevant transaction expenses relating to financial assets and financial liabilities measured at fair value through profit or loss are directly stated as current gains/losses; the relevant transaction expenses relating to other financial assets or financial liabilities are stated as initially recognized amount.

The Company makes subsequent measurement on the financial assets at fair value and does not deduct any transaction expenses arising in future due to disposal of the financial assets, except in the following circumstances:

  • (1) held-to-maturity investments and loans and receivables are measured at amortized cost by the actual interest rate;

— 46 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) equity instrument investment which has no quote in an active market and the fair value of which cannot be measured reliably and derivative financial assets that relate to the equity instrument and should be settled by delivery of the equity instrument are measured on the basis of cost. The Company makes subsequent measurement on the financial liabilities at amortized cost by the actual interest rate, except in the following circumstances:

  • (1) financial liabilities measured at fair value through profit or loss are measured at fair value, and any transaction expenses which may arise at the settlement of financial liabilities in future are not deducted;

  • (2) derivative financial liabilities, which relate to equity instrument which has no quote in an active market and the fair value of which cannot be measured reliably, and which should be settled by delivery of the equity instrument are measured on the basis of cost;

  • (3) for the financial guarantee contracts which are not financial liabilities designated to be measured at fair value through profit or loss, or the loan commitments which are not designated to be measured at fair value through profit or loss and which will enjoy a loan interest rate lower than the market level, a subsequent measurement should be made by the higher of the following two amounts after the initial recognition:

    • 1) amount determined according to the Accounting Standards for Business Enterprises No. 13 — Contingencies ;

    • 2) balance of the initially recognized amount minus the accumulative amortization amount determined according to the Accounting Standards for Business Enterprises No. 14 — Revenue .

Gains or losses arising from change in fair value of financial assets or financial liabilities other than those relating to hedging are disposed of as follows:

  • (1) gains or losses arising from change in fair value of financial assets or financial liabilities measured at fair value through profit or loss are stated as revenues from change in fair value; interest or cash dividend obtained while the assets are held is recognized as return on investment; at the time of disposal, the difference between the amount actually received and the amount initially entered into account is recognized as return on investment, and the revenue from change in fair value is adjusted at the same time.

  • (2) Change in fair value of available-for-sale financial assets is stated as other comprehensive income; interest calculated by actual interest rate method during the holding period is stated as return on investment; cash dividend of available-for-sale equity instrument investment is stated as return on investment when the invested entity announces distribution of dividend; at the time of disposal, the difference between the amount actually received and the book value minus the accumulative amount of the change in fair value originally stated as owners’ equity is stated as return on investment.

— 47 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

If the contract right to collect cash flow from a certain financial asset is terminated or if almost all the risks and returns relating to the ownership of the financial asset have been transferred, the financial asset should be derecognized; if the current obligation of a financial liability is exempted in part or in whole, the financial liability or part thereof should be derecognized accordingly.

3. Recognition basis and measurement method of transfer of financial assets

If the Company has transferred almost all the risks and returns relating to the ownership of a financial asset to the transferee, it should derecognize the financial asset; if the Company reserves almost all the risks and returns relating to the ownership of a financial asset, it should continue to recognize the transferred financial asset and recognize the consideration received as a financial liability. If the Company has neither transferred nor reserved almost all the risks and returns relating to the ownership of a financial asset, relevant disposal should be made as follows, respectively:

  • (1) if the Company gives up the control over the financial asset, it should derecognize the financial asset;

  • (2) if the Company does not give up the control over the financial asset, it should recognize the relevant financial asset according to the extent of its continuous involvement in the transferred financial asset, and the relevant liability should be recognized accordingly. If the transfer of an entire financial asset satisfies the conditions for derecognition, the difference between the amounts of the following two items should be stated as current gain/loss:

  • (1) the book value of the transferred financial asset;

  • (2) the sum of consideration received from the transfer and the accumulative amount of the change in fair value originally stated as owners’ equity. If the transfer of partial financial asset satisfies the conditions for derecognition, the entire book value of the transferred financial asset should, between the portion which has been derecognized and the portion which has not been derecognized, be amortized according to their respective fair values, and the difference between the amounts of the following two items should be stated as current gain/loss:

    • (1) the book value of the portion which has been derecognized;

    • (2) the sum of consideration of the portion which has been derecognized and the accumulative amount of the change in fair value originally stated as owners’ equity, corresponding to the portion which has been derecognized.

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APPENDIX II

  1. Determination methods of fair value of financial assets and financial liabilities

The Company uses evaluation techniques which apply to the current circumstance and are supported by enough available data and other information to determine the fair value of relevant financial assets and financial liabilities. The Company divides the input values used by evaluation techniques into the following levels and uses them in sequence:

  • (1) The input value at the first level is the unadjusted quote in an active market for the same assets or liabilities which can be obtained on the date of measurement;

  • (2) The input value at the second level is the directly or indirectly observable input value of relevant assets or liabilities other than the input value at the first level, including quote for similar assets or liabilities in an active market; quote for identical or similar assets or liabilities in a market that is not active; other observable input value other than quote, e.g. interest rates and yield curves observable at commonly quoted intervals; market-corroborated input value;

  • (3) The input value at the third level is the unobservable input value of relevant assets or liabilities, including interest rate which cannot be observed directly or corroborated by observable market data, stock volatility, future cash flow of retirement obligation assumed during merger of enterprises, financial forecast made based on its own data, etc.

  • Impairment test of financial assets and method of withdrawal of provision for impairment

  • (1) The Company should check the book value of financial assets other than those measured at fair value through profit or loss on the balance sheet date, and the provision for impairment should be withdrawn if there is objective evidence showing the financial assets have suffered impairment.

  • (2) For held-to-maturity investments, loans and receivables, the financial asset whose amount is significant individually should experience the independent impairment test; the financial asset whose amount is insignificant individually may experience the impairment test independently or be included in portfolios of financial assets with similar credit risk features so as to carry out an impairment test; if, upon the independent test, the financial assets (including those financial assets whose amount is significant and insignificant individually) have not been impaired, they should be included in portfolios of financial assets with similar credit risk features so as to conduct an impairment test. If the test result shows impairment has happened, the impairment loss is determined as per the difference of the book value above the present value of the expected future cash flow.

  • (3) Available-for-sale financial assets

    • 1) Objective evidence showing investment in available-for-sale debt investment has been impaired includes:

      • ① Serious financial difficulty of the debtor;

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APPENDIX II

  • ② A breach of contract by the debtor, such as a default or delay in interest or principal payment;

  • ③ The Company, for economic and legal reasons relating to the debtor’s financial difficulty, granting a concession to the debtor;

  • ④ It becoming probable that the debtor will enter bankruptcy or other financial reorganization;

  • 5 The disappearance of an active market for the debt instrument because of financial difficulties of the debtor;

  • ⑥ Other evidence showing the available-for-sale debt instrument has been impaired.

  • 2) Objective evidence showing available-for-sale equity instrument investment has been impaired includes the significant or non-transient drop in the fair value of investment in equity instrument and significant adverse change in the technical, market, economic or legal environment, etc. in which the invested entity operates, indicating that the cost of the investment may not be recovered by the Company.

If the available-for-sale financial assets measured at fair value have been impaired, accumulative loss arising from decrease in fair value originally stated as other comprehensive income should be transferred out and stated as impairment loss. For the available-for-sale debt instrument investment of which impairment loss has been recognized, the recognized impairment loss should be reversed and stated as current gain/loss when the fair value increases in the subsequent period and the change in fair value is objectively related to the event incurred after the initial recognition of impairment loss. The available-for-sale equity instrument investment of which impairment loss has been recognized should be directly stated as other comprehensive income when the fair value increases in the subsequent period.

If the available-for-sale equity instrument measured at cost has been impaired, the difference between the book value of the equity instrument investment and the present value of the future cash flow discounted at the current market yield rate of similar financial assets is recognized as impairment loss and stated as current gain/loss, and the impairment loss incurred should not be restated once recognized.

(X) Receivables

  1. Receivables whose amount is significant individually and for which provision for bad debts is withdrawn individually

Basis or amount standard for determining RMB10 million or above a receivable with significant amount Withdrawal method for receivables whose Impairment test is conducted separately, and amount is significant individually and for provision for bad debts is withdrawn as per which provision for bad debts is the difference of the present value of the withdrawn individually future cash flow below the book value.

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APPENDIX II

  1. Receivables for which the provision for bad debts is withdrawn by combination of credit risk features

  2. (1) Specific combination and withdrawal method for provision for bad debts

Basis for combination determination

Age combination

Receivables with same account age have similar credit risk features

Cash deposit portfolio Combination of transactions with connected parties in the consolidation scope

Deposits

Receivables from connected parties in the consolidation scope

Withdrawal method for provision for bad debts by combination of credit risk features

Age combination

Age analysis method

Cash deposit portfolio Impairment test is conducted separately, and provision for bad debts is withdrawn as per the difference of the present value of the future cash flow below the book value.

Combination of transactions with Impairment test is conducted separately, and connected parties in the consolidation provision for bad debts is withdrawn as per scope the difference of the present value of the future cash flow below the book value.

  • (2) Age analysis method
Withdrawal Withdrawal
percentage of percentage of
accounts receivable other receivables
Age (%) (%)
Within 1 year (inclusive, same below) 1 1
1-2 years 5 5
2-3 years 20 20
3-5 years 50 50
Above 5 years 100 100

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APPENDIX II

  1. Receivables whose amount is insignificant individually but for which provision for bad debts is withdrawn individually

Reasons for withdrawing provision for bad debts individually

The present value of the future cash flow of receivables significantly differs from that of the receivable combination with age as credit risk feature

Withdrawal method for provision for bad debts

Provision for bad debts is withdrawn as per the difference of the present value of the future cash flow below the book value.

For other receivables including notes receivable, interests receivable, long-term receivables, provision for bad debts is withdrawn as per the difference of the present value of the future cash flow below the book value.

(XI) Inventories

  1. Classification of inventories

Inventories include the land for development held for sale or use during development and operation, developed products, developed products which are intended to be sold but are temporarily rented, short-term house, material inventory, equipment inventory and low-value consumables, as well as development cost during development.

  1. Method for appraising outgoing inventories

  2. (1) Outgoing materials and equipment should be appraised by weighted average method at the end of month.

  3. (2) During project development, the land for development should be amortized as per the land area of the developed products and be stated in the development cost of the project.

  4. (3) Accounting for the developed products should be carried out by floor area averaging method.

  5. (4) The developed products which are intended to be sold but are temporarily rented are amortized evenly on a straight line basis over the expected service life of the Company’s fixed assets of the same type.

  6. (5) If the public supporting facilities are completed earlier than relevant developed products, after completion settlement, the public supporting facilities should be amortized as per floor area of relevant development project and be stated in the development cost of relevant development project; if the public supporting facilities are completed later than relevant developed products, the expenses for public supporting facilities should be accrued by relevant developed products first, and then the cost of relevant developed product should be adjusted as per the difference between the actual amount and the accrued amount after completion settlement of the public supporting facilities.

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3. Determination basis of net realizable value of inventories

On the balance sheet date, inventories are measured by the lower of cost and net realizable value, and provision for inventory depreciation is withdrawn as per the difference by which the inventory cost is higher than the net realizable value. The net realizable values of inventories for direct sales are determined by the estimated selling prices of the inventories minus estimated sales expenses and related taxes during normal production and operation; the net realizable values of inventories needing to be processed are determined by the estimated selling prices of finished goods made from the said inventories minus the estimated costs to be incurred until completion, estimated sales expenses and related taxes during normal production and operation; in case the price of part of an inventory is specified in the contract but that of the other parts under the same account is not specified in the contract by the balance sheet date, their net realizable values are determined separately and compared with their corresponding costs in order to determine the amount for withdrawal or reversal of provision for inventory depreciation.

  1. Stocktaking system for inventories

Stocktaking is based on perpetual inventory system.

  1. Amortization of low-value consumables

Low-value consumables are amortized by lump sum.

(XII) Assets classified as held-for-sale assets

The Company classifies the non-current assets (excluding financial assets) meeting the following conditions as held-for-sale assets: 1. the component part must be available for immediate sales under the current conditions merely according to general and common terms on sale of the component part; 2. a resolution has been made regarding disposal of the component part; 3. an irrevocable transfer agreement has been signed with the transferee; 4. the transfer is very likely to be completed within a year.

(XIII) Long-term equity investment

1. Determination of joint control and significant influence

Joint control is the contractually agreed sharing of control over an arrangement, and exists only when the activities relating to the arrangement require the unanimous consent of the parties sharing control. Significant influence is the power to participate in decisions of the financial and operating policies of the invested entity but is not control or joint control over formulation of those policies with other parties.

  1. Determination of investment cost

  2. (1) Regarding merger of enterprises under the same control, the merging party takes cash payment, transfer of non-cash assets, bearing of liability, or issue of equity securities as

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FINANCIAL INFORMATION OF JINKE PROPERTY

consideration for merger, the share of the book value of owners’ equity of the merged party obtained on the date of merger in the consolidated financial statements of the ultimate controller is taken as the initial investment cost thereof. The capital reserve is adjusted as per the difference between the initial investment cost of the long-term equity investments and the book value of the paid consideration for merger or the aggregate book value of shares issued; in case of capital reserve insufficient for writedown, the retained earnings will be adjusted.

When long-term equity investment is obtained through merger of enterprises under the same control achieved by multiple transactions in stages, the Company determines whether it is a “package deal”. If it is a “package deal”, various transactions are considered as a transaction for acquisition of control in accounting. If it is not a “package deal”, on the date of merger, the initial investment cost is recognized at the share of the book value of net assets of the merged party in the consolidated financial statements of the ultimate controller. The capital reserve is adjusted as per the difference between the initial investment cost of the long-term equity investments on the date of merger and the sum of the book value of the long-term equity investment before merger and the book value of the paid consideration for the newly acquired shares on the date of merger; in case of capital reserve insufficient for writedown, the retained earnings will be adjusted.

  • (2) For the merger of enterprises not under the same control, the fair value of the paid consideration for merger is taken as the initial investment cost on the date of acquisition.

When the long-term equity investment is obtained through merger of enterprises not under the same control achieved by multiple transactions in stages, the Company determines whether it is stated in a stand-alone financial statement or the consolidated financial statements in accounting.

  • 1) In a stand-alone financial statement, the sum of the book value of the previously held equity investments and the new investment cost is taken as the initial investment cost stated by cost method.

  • 2) In the consolidated financial statements, the Company determines whether it is a “package deal”. If it is a “package deal”, various transactions are considered as a transaction for acquisition of control in accounting. If it is not a “package deal”, for the equity of the acquired party held before the date of acquisition should be re-measured at the fair value of the equity on the date of acquisition, and the difference between the fair value and the book value is stated as current return on investment; if the equity of the acquired party held before the date of acquisition involves other comprehensive income stated by equity method, other comprehensive income relating thereto should be reclassified as current revenue on the date of acquisition, excluding other comprehensive income arising from change in net liabilities or net assets from remeasurement of defined benefit plan by the invested party.

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FINANCIAL INFORMATION OF JINKE PROPERTY

  • (3) Long-term equity investment obtained through ways other than merger of enterprises: For acquisition by cash payment, the acquisition price actually paid is taken as the initial investment cost; for acquisition by issue of equity securities, the fair value of the equity securities issued is taken as the initial investment cost; for acquisition by debt reorganization, the initial investment cost is determined in accordance with the Accounting Standards for Business Enterprises No. 12 — Debt Reorganization ; for acquisition by exchange of non-monetary assets, the initial investment cost is determined in accordance with the Accounting Standards for Business Enterprises No. 7 — Exchange of Non-monetary Assets .

3. Subsequent measurement and method for recognizing gain/loss

Long-term equity investments in invested entities are stated using the cost method; long-term equity investments in associated enterprises and joint ventures are stated using the equity method.

  1. Accounting for disposal of investments in subsidiaries through multiple transactions in stages, resulting in loss of control

  2. (1) Stand-alone financial statement

The difference between the book value of the disposed equity and the consideration actually obtained is stated as current gain/loss. The remaining equity in the invested entities with material impact or joint control with other party is stated by the equity method; the remaining equity in the invested entities without control, joint control or material impact is recognized as financial assets and stated in accordance with relevant provisions of the Accounting Standards for Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments .

  • (2) Consolidated financial statements

  • 1) Disposal of investments in subsidiaries through multiple transactions in stages resulting in loss of control, which transactions are not “package deal”. Before loss of control, the capital reserve (capital premium) should be adjusted as per the difference between the disposal price and net asset share continuously calculated as from the date of acquisition or merger and held in the subsidiaries after disposal of long-term equity investment. If the capital premium is insufficient for writedown, the retained earnings should be written down. If the control over the original subsidiaries is lost, the remaining equity should be recalculated as per its fair value on the date when the control is lost. The difference obtained after the sum of consideration obtained from disposal of equity and fair value of the remaining equity is subtracted by the share of net assets that are continuously calculated as per the original shareholding percentage as from the date of acquisition or merger and should be enjoyed in the original subsidiaries should be stated as investment income in the period when the control is lost and be used for writedown of goodwill. Other comprehensive income related to the original subsidiaries’ equity investment should be converted into current return on investment at the time of loss of control.

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FINANCIAL INFORMATION OF JINKE PROPERTY

  • 2) Disposal of investments in subsidiaries through multiple transactions in stages resulting in loss of control, which transactions are “package deal”. Various transactions should be accounted by taking them as a deal of disposal of the subsidiaries resulting in loss of control. However, before loss of control, the difference between each disposal consideration and net asset share that should be enjoyed in the subsidiaries after disposal of investment should be recognized as other comprehensive income in the consolidated financial statements and be converted into current gain/loss at the time of loss of control.

(XIV) Investment properties

  1. Investment properties include the right to use land already rented, the right to use land held and prepared for transfer after appreciation and buildings already rented.

  2. Investment properties are initially measured at cost and subsequently measured as per the fair value pattern. For investment properties subsequently measured as per the fair value pattern, the basis for selection of accounting policies is:

  3. (1) There is an active real estate transaction market at the location of the investment properties.

  4. (2) The Company can obtain the market price and other relevant information of the same type or similar type of real estate from the real estate transaction market, so as to make a reasonable estimate of the fair value of the investment properties.

The Company neither withdraws provisions for depreciation of investment properties nor amortizes investment properties. It adjusts the book values of the investment properties based on their fair values on the balance sheet date and the difference between fair value and the original book value should be stated as current gain/loss.

When the Company has concrete evidence showing that the purpose of the investment properties is changed and transforms the investment properties into self-used properties, the book value of the self-used properties is the fair value on the date of transformation and the difference between the fair value and the original book value should be stated as current gain/loss. When the Company transforms self-used properties or inventories into investment properties measured as per the fair value pattern, the investment properties should be measured as per the fair value on the date of transformation. If the fair value on the date of transformation is less than the original book value, the difference should be stated as current gain/loss. If the fair value on the date of transformation is more than the original book value, the difference should be stated as capital reserve.

(XV) Fixed assets

1. Conditions for recognition of fixed assets

Fixed assets are tangible assets held for the purpose of commodity production, labor provision, lease or operation management and used for more than one fiscal year. Fixed assets are recognized when economic benefits are likely to flow in and their costs can be measured reliably.

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FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Method of depreciation of fixed assets
Annual
Term of Residual depreciation
depreciation rate rate
Category Method of depreciation (year) (%) (%)
Houses and buildings Average service life method 35 5 2.71
Decoration of houses Average service life method 6 16.67
and buildings
Machinery & equipment Average service life method 10 5 9.5
Power generation related Average service life method 20 5 4.75
equipment
Electronic equipment Average service life method 5 5 19
Household appliances Average service life method 5 5 19
Means of transport Average service life method 5 5 19
Other equipment Average service life method 5 5 19

(XVI) Construction in progress

  1. Construction in progress is recognized when economic benefits are likely to flow in and their costs can be measured reliably. Construction in progress is measured as per the actual cost incurred before the said assets built reach their intended condition for use.

  2. When the construction in progress has reached the intended condition for use, it will be treated as fixed assets as per the actual construction cost. If the construction in progress has reached the intended condition for use but completion accounting is not carried out, the construction in progress should be first treated as fixed assets as per the estimated value. After completion accounting is carried out, the original estimated value should be adjusted as per the actual cost, but the provision for depreciation withdrawn should not be adjusted.

(XVII) Borrowing costs

1. Principle for recognition of capitalization of borrowing costs

If the borrowing costs incurred to the Company can be directly attributed to purchase and construction or production of assets qualified for capitalization, they should be capitalized and stated as relevant asset costs. Other borrowing costs should be recognized as expenses at the time of incurrence and stated as current gains/losses.

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APPENDIX II

  1. Capitalization period of borrowing costs

  2. (1) When the borrowing costs meet the following conditions simultaneously, they should be capitalized:

    • 1) asset expenditure has occurred;

    • 2) borrowing cost has occurred;

    • 3) the purchase and construction or production activities needed for bringing the assets into their intended condition for use or sale have been commenced.

  3. (2) If the purchase and construction or production of the assets qualified for capitalization are discontinued abnormally, and the discontinuation lasts for over three months, capitalization of the borrowing costs should be suspended. Borrowing costs incurred during discontinuation should be recognized as current expenses until the purchase and construction or production activities resume.

  4. (3) When the assets qualified for capitalization under purchase and construction or production reach their intended condition for use or sale, capitalization of the borrowing costs should be ceased.

  5. Capitalization rate and amount of borrowing costs

If special loans are borrowed for purchase and construction or production of assets qualified for capitalization, the amount obtained after the interest expenses (including amortization of discount or premium determined by the effective interest rate method) actually incurred in the period when the special loans are borrowed are subtracted by the interest income from depositing the unused borrowings in the bank or return on temporary investment with the unused borrowings should be recognized as the interest amount that should be capitalized. If the general loans are occupied for the purchase and construction or production of assets qualified for capitalization, the interest amount of general loans that should be capitalized should be calculated and determined based on the weighted average of the surplus between accumulated asset expenditure and the asset expenditure of special loans times the capitalization rate of the occupied general loans.

(XVIII) Intangible assets

  1. Intangible assets including land use right, software and trademark right should be initially measured as per cost.

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FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Intangible assets with limited service life should be amortized systematically and reasonably in their service lives as per the expected form of realization economic benefits relating to the said intangible assets. If the form of realization cannot be reliably determined, the intangible assets should be amortized on a straight-line basis. Specific service lives are as follows:
Amortization
Item period (years)
Land use right 30-50
Software 5
Trademark right 5

(XIX) Impairment of some long-term assets

If there are signs that impairment of long-term assets such as long-term equity investments, fixed assets, construction in progress and intangible assets with limited service life may occur on the balance sheet date, their recoverable amount should be estimated. Regarding goodwill resulting from business merger and intangible assets with indefinite service life, impairment test should be conducted every year regardless whether there is any sign of impairment. The goodwill should, together with the related asset group or combination of asset group, be subject to the impairment test.

If the recoverable amount of the abovementioned long-term assets is lower than their book value, the difference should be recognized as provision for impairment and stated as current gain/loss.

(XX) Long-term prepaid expenses

Long-term prepaid expenses refer to expenses incurred which have an amortization term of more than one year (exclusive). Long-term prepaid expenses are stated at the amount actually incurred, and amortized evenly by stages in the benefit period or specified period. If long-term prepaid expenses are not beneficial to subsequent accounting periods, the remaining value of the items after amortization should be stated as current gain/loss.

(XXI) Remuneration of employees

  1. Remuneration of employees includes short-term remuneration, post-employment benefits, termination benefits and other long-term employee benefits.

  2. Accounting for short-term remuneration

During the accounting period when the employees serve the Company, the short-term remuneration actually incurred should be recognized as liability and stated as current gain/loss or relevant asset cost.

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APPENDIX II

  1. Accounting for post-employment benefits

Post-employment benefits include defined contribution plan and defined benefit plan.

  • (1) During the accounting period when the employees serve the Company, the amount to be contributed as calculated according to the defined contribution plan should be recognized as liability and stated as current gain/loss or relevant asset cost.

  • (2) Accounting for defined benefit plan should usually include the following procedures:

  • 1) According to the expected cumulative unit credit method, relevant demographic variable and financial variable should be estimated based on unbiased and mutually consistent actuarial assumption, so as to calculate the obligations resulting from the defined benefit plan and determine the period of relevant obligations. Meanwhile, the obligations resulting from the defined benefit plan are discounted so as to determine the present value of obligations resulting from the defined benefit plan and current service cost;

  • 2) If the defined benefit plan has assets, the deficit or surplus obtained after the present value of obligations resulting from the defined benefit plan is subtracted by the fair value of assets of the defined benefit plan should be recognized as a net liability or net asset of the defined benefit plan. If the defined benefit plan has surplus, the net assets of the defined benefit plan should be measured based on the lower of surplus and asset limit of the defined benefit plan;

  • 3) At the end of the period, the employee remuneration cost resulting from the defined benefit plan should be recognized as service cost, net interest of net liabilities or net assets of the defined benefit plan, and change resulting from recalculation of net liabilities or net assets of the defined benefit plan. In particular, the service cost and the net interest of the net liabilities or net assets of the defined benefit plan should be stated as current gain/loss or relevant asset cost. Change resulting from recalculation of the net liabilities or net assets of the defined benefit plan should be stated as other comprehensive income and should not be converted into gain/loss in subsequent accounting period, but the amount recognized as other comprehensive income may be transferred within the equity scope.

4. Accounting for termination benefit

Regarding termination benefits provided to the employees, liabilities of employee remuneration resulting from termination benefits should be recognized at the earlier of the following dates and stated as current gains/losses:

  • (1) when the Company cannot unilaterally cancel the termination benefits provided due to cancellation of labor relation plans or cutdown proposals;

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APPENDIX II

  • (2) when the Company recognizes costs or expenses relating to restructuring involving payment of termination benefits.

  • Accounting for other long-term employee benefits

If other long-term benefits provided to employees comply with defined contribution plan, accounting should be carried out according to the relevant provisions of the defined contribution plan; Other long-term benefits should be accounted according to the relevant provisions of the defined benefit plan. To simplify accounting, the employee remuneration cost arising therefrom should be recognized as service cost, and the sum of the net interest of net liabilities or net assets of other long-term employee benefits and change resulting from recalculation of net liabilities or net assets of other long-term employee benefits should be stated as current gain/loss or relevant asset cost.

(XXII) Estimated liabilities

  1. Obligations resulting from contingencies such as provision of external guarantee, litigation matters, product quality assurance and loss contract are present obligations of the Company. Performance of the said obligations may lead to outflow of economic benefits from the Company. Moreover, when the amount of the said obligations can be measured reliably, the Company should recognize the obligations as estimated liabilities.

  2. The Company should initially measure the estimated liabilities based on the best estimate it needs to pay for performance of relevant present obligations and review the book value of the estimated liabilities on the balance sheet date.

(XXIII) Accounting for maintenance funds

According to the relevant provisions at the location of the developed projects, the maintenance funds should be collected from the house buyer or withdrawn and stated by the Company as development costs of relevant developed projects at the time of sale (presale) of the developed projects and uniformly turned in to the maintenance fund management department.

(XXIV) Accounting for quality assurance funds

The quality assurance funds should be deducted from the project payment for the construction unit according to the construction contracts. Maintenance expense incurred in the warranty period of the developed projects should be written down by the quality assurance funds. The balance of the quality assurance funds should be returned to the construction unit upon expiry of the specified warranty period of the developed projects.

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(XXV) Other financial instruments including preferred stocks and perpetual bonds

According to standards relating to financial instruments and Provisions on the Distinction between Financial Liability and Equity Instruments and the Relevant Accounting Treatment (Cai Kuai [2014] No. 13), regarding the financial instruments like perpetual bonds, the Company should, according to the contract terms of the financial instruments issued and the economic essence they reflect rather than based on legal form only, and with reference to the definitions of financial assets, financial liabilities and equity instruments, classify such financial instruments or their constituents as financial assets, financial liabilities or equity instruments at the time of initial recognition. On the balance sheet date, regarding financial instruments classified as equity instruments, their interest expense or dividend payout should be used for the Company’s profit distribution and their repurchase and cancellation should be taken as equity change; regarding financial instruments classified as financial liabilities, their interest expense or dividend payout should be taken as borrowing cost and the gains or losses resulting from their repurchase or redemption should be stated as current gains/losses.

(XXVI) Revenue

1. Revenue from real estate sales

When the developed projects are completed and pass acceptance inspection, the sales contract is signed, the obligations specified in the contract are fulfilled, the major risks and rewards concerning the ownership of the developed projects are transferred to the buyers, the Company should no longer reserve continuous management right generally related to ownership or implement effective control over the developed projects sold. That is, when the procedures for delivery of houses are completed or the customers can be deemed as having received the houses according to the conditions specified in the sales contract, the amount of revenue can be measured reliably and relevant economic benefits are likely to flow in, namely, the buyers’ payment proof is obtained (usually, it means the down payment in the sales contact has been received and the arrangements for the remaining house payment have been confirmed), and relevant costs incurred or to be incurred can be measured reliably, sales revenue should be recognized.

Sale of self-used houses: When major risks and rewards concerning the ownership of the self-used houses are transferred to the buyers, the Company should not reserve continuous management right generally related to ownership or implement effective control over the developed projects sold. When the amount of revenue can be measured reliably, relevant economic benefits are likely to flow in, and relevant costs incurred or to be incurred can be measured reliably, the sales revenue should be recognized.

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APPENDIX II

2. Sales of commodities

Revenue from sales of commodities should be recognized when the following conditions are simultaneously satisfied:

  • (1) the major risks and rewards concerning the ownership of the commodities are transferred to the buyers;

  • (2) the Company no longer reserves the continuous management right generally related to ownership, or implements effective control over the commodities sold;

  • (3) the amount of revenue can be measured reliably;

  • (4) relevant economic benefits are likely to flow in;

  • (5) relevant costs incurred or to be incurred can be measured reliably.

  • Provision of labor

If the transaction result of provision of labor can be measured reliably on the balance sheet date (the amount of revenue can be measured reliably, relevant economic benefits are likely to flow in, the progress of completion of transaction can be determined reliably, and the costs incurred and to be incurred can be measured reliably), the revenue from provision of labor should be recognized by the percentage-of-completion method. If the transaction result of provision of labor cannot be measured reliably on the balance sheet date, and the labor cost incurred can be made up upon prediction, the amount of the labor cost incurred should be recognized as revenue from provision of labor and the labor cost should be carried over as per the same amount. If the labor cost incurred cannot be made up upon prediction, the labor cost incurred should be stated as current gain/loss and the labor revenue should not be recognized.

Regarding property management, the property management revenue should be recognized when the property management service has been provided, the economic benefits relating to property management may flow into the enterprise and the costs relating to property management can be measured reliably.

4. Transfer of right to use assets

Revenue from transfer of right to use assets should be recognized when relevant economic benefits are likely to flow in and the amount of revenue can be measured reliably. Interest revenue should be determined as per the time of use of the Company’s monetary funds by others and the actual interest rate. Royalty revenue should be calculated and determined as per the charging time and method specified in relevant contract or agreement.

Regarding property lease, revenue from property lease should be recognized as per the lease term and rent specified in the lease contract or agreement when relevant economic benefits are likely to flow in.

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APPENDIX II

5. Construction contracts

If the result of the construction contracts can be measured reliably on the balance sheet date, the contract revenue and contract expenses should be recognized by the percentage-of-completion method. If the result of the construction contracts cannot be measured reliably on the balance sheet date, and the contract cost can be recovered, the contract revenue should be recognized as per the actual contract cost that can be recovered and the contract cost should be recognized as contract expense in the period when it is incurred. If the contract cost cannot be recovered, it should be immediately recognized as contract expense when it is incurred and the contract revenue should not be recognized.

If the estimated total contract cost exceeds the total contract revenue on the balance sheet date, the estimated loss should be recognized as current expense. Regarding construction contracts under performance, the difference thereof should be withdrawn for provisions for inventory depreciation. Regarding onerous contract to be performed, the difference thereof should be recognized as estimated liability.

Operating revenue of houses and projects subject to agency construction should be recognized by the percentage-of-completion method when an irrevocable construction contract has been signed for the houses and projects subject to agency construction, the economic benefits relating to the houses and projects subject to agency construction can flow into the enterprise, the stage of completion of the houses and projects subject to agency construction can be measured reliably, and the relevant costs of the houses and projects subject to agency construction can be measured reliably.

6. Revenue from electricity sales

Revenue from electricity sales should be recognized when the electricity is supplied to the provincial grid company at the location of the power plant. The Company should recognize the amount of revenue from electricity sales as per the fair value of the received or receivable contract or agreement price.

7. Revenue from other businesses

According to the provisions of relevant contract or agreement, revenue from other businesses should be recognized when the economic benefits relating to the transaction can flow into the enterprise and the revenue-related cost can be measured reliably.

(XXVII) Government subsidies

1. Judgment basis and accounting for assets-related government subsidies

The assets-related government subsidies refer to the government subsidies obtained by the Company and used for purchasing and constructing or otherwise forming long-term assets. The assets-related government subsidies are recognized as deferred incomes, evenly allocated in the service life of relevant assets, and stated as current gains/losses. However, the government subsidies measured as per nominal amount are directly stated as current gains/losses.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Judgment basis and accounting for income-related government subsidies

The income-related government subsidies refer to government subsidies other than assets-related government subsidies. The income-related government subsidies should be recognized as deferred incomes if they are used for making up relevant expenses or losses in the subsequent period and should be stated as current gains/losses during the period when relevant expenses are recognized. The income-related government subsidies used for making up relevant expenses or losses incurred should be directly stated as current gains/losses.

(XXVIII) Deferred tax assets and deferred tax liabilities

  1. According to the difference between the book values of the assets and liabilities and their tax basis (if the tax basis for items not recognized as assets and liabilities can be determined according to tax law, the difference is that between the tax basis and their book values), the deferred tax assets or deferred tax liabilities should be calculated and recognized as per the prevailing tax rate during the period when the assets are expected to be recovered or the liabilities are liquidated.

  2. Deferred tax assets should be recognized when it is likely to obtain the taxable income used for deducting a deductible temporary difference. If, on the balance sheet date, there is concrete evidence showing that it is likely to obtain sufficient taxable income for deducting a deductible temporary difference in the future, the deferred tax assets unrecognized in the previous accounting periods should be recognized.

  3. If, upon review of the book value of the deferred tax assets on the balance sheet date, it is unlikely to obtain sufficient taxable income for deducting the benefit of deferred tax assets in the future, the book value of the deferred tax assets should be written down. If sufficient taxable income is likely to be obtained, the amount written down will be restated.

  4. The Company’s current income tax and deferred income tax should be taken as income tax expense or gain and stated as current gain/loss, but income tax resulting from the following circumstances should be excluded:

  5. (1) M&A of enterprise;

  6. (2) transactions or matters directly recognized in the owner’s equity.

(XXIX) Operating lease

If the Company is a lessee, the rent should be stated as relevant asset cost or recognized as current gain/loss on a straight-line basis in various periods of the lease period, and the initial direct cost should be directly stated as current gain/loss. Contingent rents should be stated as current gains/losses when they are actually incurred. If the Company is a lessor, the rent should be stated as current gain/loss on a straight-line basis in various periods of the lease period, and the initial direct expense incurred should be directly stated as current gain/loss except the large amount that will be capitalized and stated as gain/loss by stages. Contingent rents should be stated as current gains/losses when they are actually incurred.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(XXX) Significant accounting policy changes

(1) Contents of and reasons for the changes in accounting policies

From 1 July 2014, the Company began to implement the following accounting standards issued by the Ministry of Finance in 2014, including the Accounting Standards for Business Enterprises No. 39 — Fair Value Measurement, Accounting Standards for Business Enterprises No. 40 — Joint Venture Arrangements , Accounting Standards for Business Enterprises No. 41 — Interests in Other Subjects in the Disclosure , and the revised Accounting Standards for Business Enterprises No. 2 — Long-term Equity Investments , Accounting Standards for Business Enterprises No. 9 — Employee Compensation , Accounting Standards for Business Enterprises No. 30 — Presentation of Financial Statements , and Accounting Standard for Business Enterprises No. 33 — Consolidated Financial Statements . In the meantime, the Company also adopted the Accounting Standards for Enterprises No. 37 — Presentation of Financial Instruments revised by the Ministry of Finance in 2014 in the Financial Statements. The said changes in accounting policies were approved by the Company at the 9th meeting of the 9th Board of Directors.

(2) Report items and amounts that are significantly affected

Report items that are significantly affected Amount affected Notes
Items in the balance sheet dated 31 December 2013
Capital reserves -559,740,586.31 [Note 1]
Other comprehensive income 559,740,586.31 [Note 1]
Deferred earnings 62,807,756.66 [Note 2]
Other non-current liabilities -62,807,756.66 [Note 2]
  • [Note 1] According to the revised Accounting Standards for Business Enterprises No. 39 — Fair Value Measurement and Accounting Standards for Business Enterprises No. 30 — Presentation of Financial Statements , the Company shifted the gains/losses from change in fair value of available-for-sale financial assets and the difference between the fair value and book value of investment property converted from inventories from the item “capital reserves” to the item “other comprehensive income for accounting.

  • [Note 2] According to the revised Accounting Standards for Business Enterprises No. 30 — Presentation of Financial Statements , the Company shifted the assets-related government subsidies from the item “other non-current liabilities” to the item “deferred earnings” for accounting.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

IV. Taxes

(I) Principal taxes and tax rates

Taxes Tax basis Tax rates
VAT Sale of goods or provision of 3%, 6%, 13%, 17%
taxable services
Business tax Taxable turnover 3%, 5%
Land appreciation tax Appreciation value resulting 30%-60% of super-rate
from paid transfer of use right progressive tax rate
of state-owned land, and
property right of above-ground
structures and other attachments
Prepaid VAT: payment for 1%-5%
commodity houses collected in
advance
Property tax For ad valorem collection, 1.2% 1.2%, 12%
of the remaining value after 30%
of the original value of the
property is deducted by lump
sum; for rent-based collection,
12% of the rental income
Municipal maintenance and Amount of turnover tax payable 5%, 7%
construction tax
Education surcharge Amount of turnover tax payable 3%
Local education surcharge Amount of turnover tax payable 2%
Enterprise income tax Taxable income 16.5%, 25%

— 67 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Corporate income tax rate of taxpayers entitled to different tax rates

Income
Name of taxpayer tax rate
Chongqing Jinke Real Estate Development Co., Ltd. (hereinafter referred to 15%
as Chongqing Jinke)
Chongqing Hechuan Jinke Hejun Real Estate Co., Ltd. (hereinafter referred to 15%
as Hejun Real Estate)
Chongqing Bozhan Real Estate Development Co., Ltd. (hereinafter referred to 15%
as Bozhan Real Estate)
Chongqing Jinke Xingju Real Estate Co., Ltd. (hereinafter referred to as 15%
Xingju Real Estate)
Chongqing Zhongxun Property Development Co., Ltd. (hereinafter referred to 15%
as Zhongxun Property)
Chongqing Tianyuansheng Real Estate Development Co., Ltd. (hereinafter 15%
referred to as Tianyuansheng Real Estate)
Chongqing Bishan Jinke Zhongxi Real Estate Co., Ltd. (hereinafter referred 15%
to as Zhongxi Real Estate)
Chongqing Jiale Jiulong Real Estate Development Co., Ltd. (hereinafter 15%
referred to as Jiale Jiulong)
Chongqing Jinke Junyao Real Estate Development Co., Ltd. (hereinafter 15%
referred to as Junyao Real Estate)
Chongqing Jinke Shangzun Real Estate Co., Ltd. (hereinafter referred to as 15%
Shangzun Real Estate)
Chongqing Jinke Tuhong Real Estate Co., Ltd. (hereinafter referred to as 15%
Tuhong Real Estate)
Chongqing Jinke Hotel Co., Ltd. (hereinafter referred to as Jinke Hotel) 15%
Chongqing Kelsinki Landscaping Co., Ltd. (hereinafter referred to as 15%
Kelsinki)
Chongqing Zhanhong Landscaping Co., Ltd. (hereinafter referred to as 15%
Zhanhong Landscaping)
Chongqing Qingke Trading Co., Ltd. (hereinafter referred to as Qingke 15%
Trading)
Chongqing Jinke Property Service Co., Ltd. (hereinafter referred to as Jinke 15%
Property)
Xinjiang Huaran Oriental New Energy Co., Ltd. (hereinafter referred to as [Note 1]
Xinjiang Huaran)
Jinyu Holdings Group Co., Ltd. (hereinafter referred to as Jinyu Holdings) [Note 2]
Hong Kong Junde International Trade Co., Limited (hereinafter referred to as 16.5%
Hong Kong Junde)
Other taxpayers than the abovementioned ones 25%

[Note 1] Refer to the tax preferences for taxes in the notes to the financial statements for details.

[Note 2] Jinyu Holdings is registered in British Virgin Islands and regularly pays annual government fees according to the laws and regulations of British Virgin Islands.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (II) Tax preferences

1. VAT

According to the Notice about Policies regarding the Value Added Tax on Products Made through Comprehensive Utilization of Resources and Other Products (Cai Shui [2008] No. 156) issued by the Ministry of Finance and the State Administration of Taxation, the VAT on the power projects generated by Xinjiang Huaran with wind power is subject to policy of 50% immediate refund upon collection.

2. Enterprise income tax

According to the Catalogue of Industries Encouraged to Develop in the Western Region (Fa Gai Wei Ling No. 15 [2014]) issued by National Development and Reform Commission, Notice on Tax Policy Issues Concerning Further Implementing the Western China Development Strategy (Cai Shui No. 58 [2011]) of the Ministry of Finance and the State Administration of Taxation and replies from competent tax authorities, in 2014 an enterprise income tax rate of 15% was temporarily imposed on Chongqing Jinke, Hejun Real Estate, Bozhan Real Estate, Xingju Real Estate, Zhongxun Property, Tianyuansheng Real Estate, Zhongxi Real Estate, Jiale Jiulong, Junyao Real Estate, Shangzun Real Estate, Tuhong Real Estate, Jinke Hotel, Kelsinki, Zhanhong Landscaping, Qingke Trading and Jinke Property.

According to NDRC’s Reply Concerning Approval of 2 Million KW Wind Power Project in Southeast Wind Region in Hami, Xinjiang (Fa Gai Neng Yuan No. 2561 [2012]), Yandun-based 6[th] Wind Power Plant Project was invested and constructed by Xinjiang Huaran. Xinjiang Huaran’s main business is “generation and supply of electric power (wind power)”, which falls under the “new wind power generation projects” under the category of electric power of List of Public Infrastructure Projects Enjoying Enterprise Income Tax Preferences (Version 2008) . Therefore, Xinjiang Huaran was exempt from enterprise income tax from 2014 (when it obtained the first revenue) to 2016 and was allowed a 50% reduction in enterprise income tax from 2017 to 2019.

  • (III) According to the Enterprise Income Tax Law of the People’s Republic of China , the branches of Jinke Property shall, on a consolidated basis, declare and pay enterprise income tax to the tax authority where Jinke Property is registered rather than to the tax authority at their locations. These branches include Beijing Branch, Wuxi Branch, Jiangyin Branch, Kaixian Branch, Chenzhou Branch, Hunan Branch, Chengdu Branch, Neijiang Branch, Suzhou Branch, Fuling Branch, Wujiang Branch, Nantong Branch, Zhangjiagang Branch, Shandong Branch, Rugao Branch, Wuxi Nanchang Branch, West Chongqing Branch, Beijing Changping Branch, Shaanxi Branch, Wujiaqu Property Company, Zunyi Branch, Qingdao Branch and Yunnan Branch. Jinke Property and its Chongqing Branch shall pay enterprise income tax at a rate of 15% and other branches at a rate of 25%.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

V. Notes to items in the consolidated financial statement

  • (I) Notes to items in the consolidated balance sheet

1. Monetary funds

Item
Cash on hand
Bank deposit
Other monetary funds
Total
Including: Total of deposits with overseas bank
Amount at the
end of the
period
1,223,580.13
5,804,058,681.51
1,721,849,342.67
7,527,131,604.31
1,019,777.25
Amount at the
beginning of the
period
3,505,688.92
4,709,307,899.81
1,651,690,051.17
6,364,503,639.90
1,024,692.82
  1. Financial assets at fair value through profit or loss
Amount at the Amount at the
end of the beginning of the
Item period period
Financial assets at fair value through profit or loss 2,340,000.00
Including: Others 2,340,000.00
Total 2,340,000.00

3. Notes receivable

  • (1) Details
Item
Bank acceptance bill
Total
Amount at the end of the period
Book
balance
Provision
for bad
debts
Book
value
15,300,000.00
— 15,300,000.00
15,300,000.00
— 15,300,000.00
Amount at the beginning of the period
Book
balance
Provision
for bad
debts
Book
value
1,050,000.00

1,050,000.00
1,050,000.00

1,050,000.00
Amount at the beginning of the period
Book
balance
Provision
for bad
debts
Book
value
1,050,000.00

1,050,000.00
1,050,000.00

1,050,000.00
1,050,000.00

— 70 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Notes receivable which had been endorsed or discounted by the Company at the end of the period and were not mature by the balance sheet date
Amount Amount not
derecognized derecognized
at the end of the at the end of the
Item period period
Bank acceptance bill 2,184,485.15
Subtotal 2,184,485.15
  1. Accounts receivable

  2. (1) Details

  3. 1) Classified details

**Amount at the end of the ** **Amount at the end of the ** period
Book balance **Provision for ** bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Accounts receivable whose
amount is significant
individually and for which
provision for bad debts is
withdrawn individually
Accounts receivable for which
provision is withdrawn for bad
debts in portfolio by credit
risks 732,311,933.05 100.00 23,303,753.91 3.18 709,008,179.14
Accounts receivable whose
amount is insignificant
individually but for which
provision for bad debts is
withdrawn individually
Total 732,311,933.05 100.00 23,303,753.91 3.18 709,008,179.14

— 71 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Classification
Accounts receivable whose
amount is significant
individually and for which
provision for bad debts is
withdrawn individually
Accounts receivable for which
provision is withdrawn for bad
debts in portfolio by credit
risks
Accounts receivable whose
amount is insignificant
individually but for which
provision for bad debts is
withdrawn individually
Total
Amount at the end of the period
Book balance
Provision for bad debts
Amount
Percentage
(%)
Amount
Provision
withdrawal
percentage
(%)




222,696,986.63
100.00
12,182,447.96
5.47




222,696,986.63
100.00
12,182,447.96
5.47
Book value

210,514,538.67
210,514,538.67
  • 2) Accounts receivable for which provision is withdrawn for bad debts as per age analysis method in portfolio
Age
Within 1 year
1-2 years
2-3 years
3-5 years
Over 5 years
Subtotal
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage (%)
656,224,972.95
6,562,249.73
1.00
36,552,828.43
1,827,641.43
5.00
25,458,432.05
5,091,686.41
20.00
8,507,046.57
4,253,523.29
50.00
5,568,653.05
5,568,653.05
100.00
732,311,933.05
23,303,753.91
3.18
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage (%)
656,224,972.95
6,562,249.73
1.00
36,552,828.43
1,827,641.43
5.00
25,458,432.05
5,091,686.41
20.00
8,507,046.57
4,253,523.29
50.00
5,568,653.05
5,568,653.05
100.00
732,311,933.05
23,303,753.91
3.18
3.18

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

  • 1) The amount withdrawn for bad debts in the current period is RMB10,677,881.65.

  • (3) Top five entities in amount of accounts receivable

Entity name
Customer 1
Customer 2
Customer 3
Customer 4
Customer 5
Subtotal
Book balance
Percentage in
balance of
accounts
receivable
(%)
Provision
for bad debts
44,342,430.00
6.06
443,424.30
42,132,966.39
5.75
421,329.66
25,658,028.54
3.50
256,580.29
13,698,086.00
1.87
136,980.86
12,990,591.00
1.77
129,905.91
138,822,101.93
18.95
1,388,221.02
Book balance
Percentage in
balance of
accounts
receivable
(%)
Provision
for bad debts
44,342,430.00
6.06
443,424.30
42,132,966.39
5.75
421,329.66
25,658,028.54
3.50
256,580.29
13,698,086.00
1.87
136,980.86
12,990,591.00
1.77
129,905.91
138,822,101.93
18.95
1,388,221.02
1,388,221.02
  1. Advance payments

  2. (1) Age analysis

  3. 1) Details

Amount at the end of the period Amount at the end of the period Amount at the end of the period **Amount at the beginning ** **Amount at the beginning ** of the period of the period
Provision Provision
Book Percentage for bad Book Book Percentage for bad Book
Age balance (%) debts value balance (%) debts value
Within 1 year 748,135,341.27 93.90 748,135,341.27 1,168,798,025.54 98.07 1,168,798,025.54
1-2 years 32,525,117.42 4.08 32,525,117.42 14,320,938.96 1.20 14,320,938.96
2-3 years 7,702,677.79 0.97 7,702,677.79 3,077,335.10 0.26 3,077,335.10
Over 3 years 8,338,849.62 1.05 8,338,849.62 5,589,460.51 0.47 5,589,460.51
Total 796,701,986.10 100.00 796,701,986.10 1,191,785,760.11 100.00 1,191,785,760.11
  • 2) Reasons for delayed settlement of material advance payments maturing in more than one year

Entity name

Amount at the end Reason for delayed of the period settlement

Chengdu Urban Gas Co., Ltd. 10,091,250.00 Conditions for settlement are not met yet Neijiang China Resources Gas Co., Conditions for settlement are Ltd. 4,787,440.00 not met yet Subtotal 14,878,690.00

— 73 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) Top five entities in amount of advance payments
Entity name
Comprehensive Trading Center of Public
Resources of Chongqing Wanzhou District
Chengdu Public Resources Trading and
Service Center
Suining Public Resources Trading and Service
Center
Chongqing Administration of Land, Resources
and Housing
Sanyo Elevator (Zhuhai) Co., Ltd.
Subtotal
Book balance
Percentage in
balance of advance
payments (%)
270,000,000.00
33.89
124,556,650.00
15.63
100,000,000.00
12.55
100,000,000.00
12.55
36,175,306.70
4.54
630,731,956.70
79.16
Book balance
Percentage in
balance of advance
payments (%)
270,000,000.00
33.89
124,556,650.00
15.63
100,000,000.00
12.55
100,000,000.00
12.55
36,175,306.70
4.54
630,731,956.70
79.16
79.16
  1. Other receivables

  2. (1) Details

  3. 1) Classified details

**Amount ** at the end of the period at the end of the period
Book balance Provision for bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and
for which provision for bad
debts is withdrawn
individually
Receivables for which
provision is withdrawn for
bad debts in portfolio by
credit risks 1,817,727,098.28 100.00 80,652,822.91 4.44 1,737,074,275.37
Receivables whose amount is
insignificant individually but
for which provision for bad
debts is withdrawn
individually
Total 1,817,727,098.28 100.00 80,652,822.91 4.44 1,737,074,275.37

— 74 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

**Amount at ** the beginning of the period the beginning of the period
Book balance Provision for bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and for
which provision for bad debts
is withdrawn individually 190,000,000.00 10.12 3,000,000.00 1.58 187,000,000.00
Receivables for which provision
is withdrawn for bad debts in
portfolio by credit risks 1,686,779,552.31 89.88 50,705,369.93 3.01 1,636,074,182.38
Receivables whose amount is
insignificant individually but
for which provision for bad
debts is withdrawn individually
Total 1,876,779,552.31 100.00 53,705,369.93 2.86 1,823,074,182.38
  • 2) Other receivables for which provision is withdrawn for bad debts as per age analysis method in portfolio
**Amount at the end of the ** **Amount at the end of the ** period
Provision
Provision for withdrawal
Age Book balance bad debts percentage (%)
Within 1 year 939,354,971.86 9,393,549.72 1.00
1-2 years 202,067,295.39 10,103,364.76 5.00
2-3 years 99,436,941.57 19,887,388.31 20.00
3-5 years 20,848,987.45 10,424,493.73 50.00
Over 5 years 30,844,026.39 30,844,026.39 100.00
Subtotal 1,292,552,222.66 80,652,822.91 6.24

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • 3) Other receivables for which provision is withdrawn for bad debts as per other methods in portfolio
**Amount at the end of the ** **Amount at the end of the ** period
Provision
Provision for withdrawal
Portfolio name Book balance bad debts percentage (%)
Cash deposit portfolio 525,174,875.62
Subtotal 525,174,875.62
  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

  • 1) The amount withdrawn for bad debts in the current period is RMB29,943,532.23 and the amount of provision recovered or reversed for bad debts in the current period is RMB3,000,000.00.

  • 2) Material provision for bad debts recovered or reversed in the current period

Amount of provision Method of
Entity name recovered or reversed recovery
Chongqing Jiayihua Technology Industrial Co., Ltd. 3,000,000.00 [Note]
Subtotal 3,000,000.00
  • [Note] For details about the method of recovery, please refer to Connected Parties and Connected Transactions — Fulfillment of Commitments by Connected Parties in the Notes to the Financial Statements.

  • (3) Other receivables classified by payment properties

Amount at the Amount at the
end of the beginning of the
Payment properties period period
Cash deposit 525,174,875.62 599,018,647.68
Land funds 422,305,499.31
Land reclamation funds 166,033,635.00 563,153,672.50
Project cooperation funds 203,977,438.90 40,000,000.00
Receivable suspense payments 354,911,006.55 538,143,996.75
Others 145,324,642.90 136,463,235.38
Total 1,817,727,098.28 1,876,779,552.31

— 76 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (4) Top five entities in amount of other receivables
Percentage
in balance
of other Provision
Payment Book receivables for bad
Entity name properties balance Age (%) debts
People’s Government of Land funds 422,305,499.31 Within 1 year 23.23 4,223,054.99
Guandu District,
Kunming City
[Note 1]
Liuyang Agricultural Land reclamation 166,033,635.00 Within 1 year, 9.13 14,698,247.40
Development Co., Ltd. funds 1-2 years, 2-3 years,
[Note 2] 3-4 years
Chongqing Zhongjun Project cooperation 148,977,438.90 Within 1 year 8.20 1,489,774.39
Investment Co., Ltd. funds
[Note 3]
Jinan Real Estate Advance supervision 118,054,565.00 Within 1 year, 6.49
Association [Note 4] deposit 1-2 years
Suzhou Land Reserve Bidding deposit 85,500,000.00 Within 1 year 4.70
Center [Note 5]
Subtotal 940,871,138.21 51.75 20,411,076.78
  • [Note 1] According to the Agreement on Recovery of the Right to Use State-owned Land signed between subsidiary Yunnan Jinke Xinhaihui Real Estate Co., Ltd. (hereinafter referred to as “Jinke Xinhaihui”) and People’s Government of Guandu District, Kunming City on 31 December 2014, People’s Government of Guandu District, Kunming City, in view of planning adjustments, recovered Land KCGD2014-2-A1 won by Jinke Xinhaihui through open bidding at the price specified in the original Contract for Assignment of the Right to Use State-owned Land . People’s Government of Guandu District, Kunming City should return the land transfer price and subsidiary fees already paid by Jinke Xinhaihui.

  • [Note 2] which is the expenses on comprehensive land reclamation for the Liuyang Xianrenhu Lake Reservoir Project paid according to the Comprehensive Land Reclamation Agreement and Supplementary Agreement signed between the Company and Liuyang Municipal People’s Government.

  • [Note 3] which are the cooperation funds for Zhaomushan O Subregion Project paid according to the Zhaomushan O Subregion Project Cooperation Investment Agreement signed between subsidiary Chongqing Jinke Zhongjun Real Estate Development Co., Ltd. and Chongqing Zhongjun Investment Co., Ltd. as well as the fees for capital occupation specified in the said agreement.

  • [Note 4] which is the advance supervision deposit paid by subsidiary Jinan Jinke Xicheng Real Estate Development Co., Ltd. according to the Implementation Rules of Supervision on Advance Deposit for Commodity Houses in Jinan .

  • [Note 5] which is the bidding deposit paid by subsidiary Wuxi Jinke Real Estate Development Co., Ltd. for Lands Su Di No. 2014-G-68 and No. 2014-G-73.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

7. Inventories

(1) Details

**Amount ** **at the end of the ** **at the end of the ** period **Amount at ** the beginning of the period the beginning of the period the beginning of the period
Provision Provision
Item Book balance **for ** depreciation Book value Book balance for depreciation Book value
Raw materials 15,429,819.05 15,429,819.05 13,630,452.92 13,630,452.92
Low-cost consumables 943,041.52 943,041.52 422,780.12 422,780.12
Commodities in stock 145,480,490.16 145,480,490.16 90,840,884.13 90,840,884.13
Development cost 50,003,146,889.13 404,426,799.14 49,598,720,089.99 36,898,744,032.94 36,898,744,032.94
Products to be
developed 2,550,963,644.71 2,550,963,644.71 1,268,717,524.40 1,268,717,524.40
Developed products 9,935,240,517.09 327,446,892.65 9,607,793,624.44 7,443,623,834.40 7,443,623,834.40
Leased products
developed 300,439,758.97 300,439,758.97 210,112,828.52 210,112,828.52
Project construction 42,789,156.32 42,789,156.32 70,397,916.80 70,397,916.80
Total 62,994,433,316.95 731,873,691.79 62,262,559,625.16 45,996,490,254.23 45,996,490,254.23

(2) Provision for inventory depreciation

1) Details

Amount Increase in the Decrease in the
at the current period current period Amount at the
beginning of Reversal or end of the
Item the period Withdrawal Others charge-off Others period
Development cost 404,426,799.14 404,426,799.14
Developed products 327,446,892.65 327,446,892.65
Subtotal 731,873,691.79 731,873,691.79

[Note] As at 31 December 2014, based on current market prices and actual sales performance of the project and after conducting an impairment test on cashable net value of the project, subsidiaries Wuxi Jinke Kerun Real Estate Development Co., Ltd., Wuxi Jinke Jiarun Real Estate Development Co., Ltd. and Hunan Jinke Real Estate Development Co., Ltd. had withdrawn a provision for inventory depreciation of RMB82,953,378.01, RMB586,990,392.46 and RMB61,929,921.32 respectively for their projects Wuxi • Milan Garden A, Wuxi • Chengnan Aristocratic Family and Changsha • Flourishing Oriental Courtyard.

— 78 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • 2) Specific basis for determining cashable net value. As for remaining developed products of real estate projects completed by the end of period, their cashable net value is estimated selling price minus estimated sales expenses and relevant taxes; for development cost and products to be developed of real estate projects not completed by the end of period, their cashable net value is estimated selling price minus the cost after completion, estimated sales expenses and relevant taxes. Estimated selling prices include those for pre-sold products and those for unsold products; estimated selling prices of pre-sold products are determined based on the actual contract price while estimated selling prices of unsold products are determined based on recent average selling prices or market prices of similar property products and their positioning, quality and sales plan.

  • (3) Capitalization of borrowing costs

In the current period, capitalization of borrowing costs of the Company amounted to RMB2,689,628,800 in total.

  • (4) Other descriptions

  • 1) Inventories — development cost

Estimated
Estimated time total Amount at Amount at the
Commencement of completion investment the end of the beginning of the
Project name time [Note 1] (RMB’0,000) period period
Chongqing • Jinke World City November 2011 May 2014 213,108.00 693,980,676.16
Chongqing Hechuan • Jinke World City March 2012 February 2015 112,358.00 426,651,314.11 718,689,737.61
Chongqing Hechuan • Nature City Project May 2014 June 2016 80,000.00 336,486,208.92
Chongqing • Jinke Jiangjin World City April 2013 May 2015 133,672.00 900,389,854.66 535,106,321.62
Chongqing Jiangjin • Jinke Central Park August 2013 September 2015 210,840.80 960,095,973.30 84,031,429.77
Chongqing • Jinke Oriental Palace July 2010 June 2015 174,999.00 11,753,779.05 1,073,747,355.77
Chongqing • Jinke Bridge Village July 2010 February 2015 720,000.00 2,022,784,003.04 2,043,660,366.28
Chongqing • Jinke Sun Coast November 2009 September 2015 200,000.00 9,683,033.13 286,497,950.47
Chongqing • Jinke Leijiaqiao July 2011 January 2015 359,831.00 2,095,272,962.89 1,890,365,214.68
Chongqing Bishan • Jinke Central Park January 2012 June 2015 306,011.00 1,135,459,315.13 1,402,159,385.26
Chongqing Beibei • Jinke City July 2013 December 2015 358,772.00 1,812,720,965.28 1,258,246,097.74
Chongqing • Wansheng Jinke China
Health City June 2013 January 2015 104,600.00 660,625,696.56 280,856,046.07
Chongqing • Jinke Times Center April 2013 November 2015 387,420.00 1,687,052,315.43 1,276,346,586.47
Chongqing • Xiyong Tianchen April 2014 August 2016 465,800.00 1,788,403,203.92
Chongqing • Jinke Konggang City June 2014 July 2017 190,000.00 230,171,631.43
Chongqing • Jinke Central Washington October 2014 July 2016 128,000.00 396,024,942.54
Chongqing Nanchuan • Jinke World City August 2014 July 2016 290,000.00 412,447,852.38
Chongqing Kaixian • Jinke Kaizhou City July 2011 May 2016 287,247.52 901,291,456.39 782,492,898.07
Chongqing • Kaixian Jinke Grand Hotel September 2012 December 2014 38,000.00 82,324,636.70
Chongqing Kaixian • Jinke Wealth Center October 2012 August 2015 187,599.38 855,248,063.92 479,919,513.60
Chongqing Yunyang • Jinke World City February 2014 September 2016 304,850.00 1,000,477,160.54
Chongqing • Jinke Lake Town September 2009 April 2015 91,000.00 25,595,836.11 28,335,093.28

— 79 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Estimated
Estimated time total Amount at Amount at the
Commencement of completion investment the end of the beginning of the
Project name time [Note 1] (RMB’0,000) period period
Chongqing Fuling • Jinke Central Park August 2011 September 2015 246,593.00 586,063,438.45 148,149,749.11
Chongqing Changshou • Jinke Sunshine
Town July 2012 March 2015 160,539.00 659,807,195.52 945,525,192.61
Chongqing Fuling • Jinke Nature City April 2013 May 2015 165,000.00 934,355,506.60 535,039,595.72
Chongqing Changshou • Jinke World City June 2013 April 2016 494,499.00 1,335,247,102.80 832,558,766.27
Chongqing Fengdou • Jinke Golden Coast July 2014 October 2016 250,000.00 399,010,336.02
Chongqing Yongchuan • Jinke Central Park August 2010 December 2016 154,244.00 14,757,296.00 13,918,068.14
Chongqing Yongchuan • Jinke Sunshine
Town December 2010 July 2015 148,650.00 407,345,102.10 367,416,134.99
Chongqing Yongchuan • Jinke Park Palace June 2014 September 2016 150,000.00 488,557,079.82
Chongqing Rongchang • Jinke World City October 2011 July 2015 429,228.00 652,482,051.70 941,898,509.33
Chongqing Dazu • Jinke Central Park December 2012 May 2015 240,392.00 1,093,224,144.28 677,932,724.92
Chengdu • Jinke Center December 2012 July 2015 125,000.00 908,928,187.59 626,452,521.32
Chengdu • Jinke Bridge Village April 2010 May 2016 198,982.00 309,240,864.22 934,402,864.45
Chengdu • Jinke Nature City July 2011 October 2014 127,700.00 647,405,151.33
Chengdu • Jinke Oriental Elegance County December 2014 November 2016 150,000.00 402,207,357.67
Neijiang • Jinke Central Park July 2012 October 2015 170,000.00 337,942,743.65 654,910,151.82
Neijiang • New City Center October 2013 September 2016 350,000.00 1,296,988,655.99 606,679,195.21
Neijiang • Times Center April 2014 August 2016 127,400.00 403,689,135.60
Beijing • Jinke Napa House October 2010 August 2015 486,191.00 1,368,593,378.36 2,754,053,001.22
Beijing • Jinke Bridge Garden October 2011 March 2015 258,077.00 870,060,619.03 741,160,308.61
Beijing • Jinke Center December 2014 February 2017 325,126.00 2,680,890,589.62
Jinan • Jinke World City April 2013 January 2016 956,673.00 2,677,753,334.77 2,171,345,491.72
Qingdao • Jinke Sunshine Town April 2014 April 2016 175,000.00 443,768,564.79
Changsha • Flourishing Oriental Courtyard April 2009 June 2015 209,369.40 149,757,890.63 165,915,329.08
Liuyang • Tianhu New City October 2011 April 2015 175,338.00 1,004,342,104.94 774,070,309.19
Changsha • Jinke World City January 2009 January 2016 161,197.34 624,349,838.06 488,195,091.93
Changsha • Jinke Center April 2013 January 2016 229,411.00 1,040,895,435.65 563,673,327.39
Chenzhou • Central Park February 2014 October 2016 100,000.00 384,731,278.17
Chenzhou • Nanling Eco-city “By the
Water Side” November 2012 January 2015 80,000.00 304,910,899.03 292,260,428.14
Wuxi • Milan Garden B August 2010 July 2016 77,166.00 38,666,426.47 30,639,260.58
Wuxi • Milan Garden A August 2010 January 2015 157,849.33 364,821,744.70 328,903,330.27
Wuxi • Chengnan Aristocratic Family June 2010 November 2015 515,579.11 1,183,389,913.92 1,821,776,825.51
Wuxi • Wealth Commercial Plaza January 2013 December 2015 144,310.39 1,031,003,814.79 697,853,272.54
Jiangyin • Oriental Mansion May 2010 June 2015 187,048.01 363,550,307.15 439,476,199.17
Zhangjiagang • Bridge Court July 2012 December 2015 187,276.00 707,244,541.16 755,525,179.51
Zhangjiagang • Bridge Mansion August 2013 January 2016 112,552.00 449,149,142.53 315,364,753.42
Jiangsu Rugao • Jinke World City July 2013 December 2015 114,192.00 809,737,923.46 417,984,371.14
Suzhou • Scene Mansion September 2010 June 2015 370,598.00 1,038,617,247.93 803,777,816.40
Suzhou • Nature Garden April 2013 October 2015 158,618.00 1,115,429,219.48 737,648,204.98
Suzhou • World View October 2014 January 2017 150,000.00 516,378,519.08
Nantong • Bridge Waterfront April 2012 June 2015 139,452.00 457,378,000.90 649,566,032.96
Xi’an • Jinke Nature City November 2013 August 2016 226,414.56 983,762,166.34 732,642,846.92

— 80 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Project name
Commencement
time
Estimated time
of completion
[Note 1]
Xianyang • Jinke World City
November 2014
November 2018
Zunyi • Jinke Central Park
November 2013
October 2016
Xinjiang • Jinke Household Appliances
Expo
June 2013
May 2016
Xinjiang • Jinke Bridge Village
June 2013
September 2015
Xinjiang • Jinke Central Asia Household
Appliances Expo Park
June 2013
August 2016
Subtotal
Estimated
total
investment
(RMB’0,000)
337,391.33
255,744.00
126,168.00
219,615.00
197,737.00
15,855,314.16
Amount at
the end of the
period
457,316,719.57
364,258,956.35
112,916,777.42
431,124,214.07
129,865,554.02
50,003,146,889.13
Amount at the
beginning of the
period

164,562,482.27
33,167,125.08
88,483,088.66
81,652,021.48
36,898,744,032.94
  • [Note 1] If the project is developed and delivered by phases, estimated time of completion shall be based on the building which is completed most recently from the balance sheet date.

2) Inventories — products to be developed

Estimated
Estimated Estimated time of total Amount at the Amount at the
commencement completion investment end of the beginning of the
Project name time [Note 1] (RMB’0,000) period period
Chongqing Fuling • Jinke Nanhu Project Agust 2015 July 2017 240,000.00 385,454,976.00
Chengdu • Jinke Star City May 2015 January 2017 100,000.00 218,046,839.63
Chenzhou • Central Park February 2014 April 2016 164,113.80 121,693,170.54
Qingdao • Jinke Sunshine Town April 2014 September 2016 175,000.00 293,725,570.61
Chongqing • Xiyong Tianchen April 2014 March 2016 505,149.00 706,640,151.00
Chongqing Yunyang • Jinke World City February 2014 October 2016 524,310.78 146,658,632.25
Yunnan • Jinke Times Center April 2015 February 2017 220,000.00 639,855,393.83
Chongqing • Jinke Star July 2015 February 2017 90,943.00 152,110,294.17
Xiyong Tianchen (Phase II) October 2015 September 2017 380,000.00 1,155,496,141.08
Subtotal 2,399,516.58 2,550,963,644.71 1,268,717,524.40
  • [Note 1] If the project is developed and delivered by phases, estimated time of completion shall be based on the building which is completed most recently from the balance sheet date.

— 81 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

3) Inventories — developed products

Time of Amount at the Increase Decrease Amount at
completion beginning of the in the current in the current the end of the
Project name [Note 1] period period period period
Chongqing • Jinke Garden December 2003 120,652.58 120,652.58
Chongqing • Jinke VISAR
International November 2012 45,857,424.80 5,928,842.89 39,928,581.91
Chongqing • Ants SOHO April 2008 28,773,816.23 3,884,690.46 24,889,125.77
Chongqing • Eastern Palace November 2008 28,718,710.30 2,225,367.76 26,493,342.54
Chongqing • Jinke Oriental
Elegance County June 2010 7,382,812.35 4,191,235.78 3,191,576.57
Chongqing • Jinke Sunshine Town December 2013 289,690,403.62 72,449,140.08 119,104,552.35 243,034,991.35
Chongqing • Tianhu Town November 2009 41,445,998.24 41,445,998.24
Chongqing • Jinke World City July 2014 251,248,915.94 889,529,334.43 818,792,260.43 321,985,989.94
Chongqing Hechuan • Jinke World
City October 2014 481,734,710.21 403,671,244.20 78,063,466.01
Chongqing • Xiangjiang Garden September 2002 2,728,703.35 2,728,703.35
Chongqing • Jinke Oriental Palace September 2014 43,709,434.18 1,295,900,913.15 1,143,921,003.93 195,689,343.40
Chongqing • Jinke Bridge Village October 2014 355,148,241.59 1,150,463,424.45 1,015,851,974.41 489,759,691.63
Chongqing • Jinke Small Town
Story January 2010 8,357,318.31 1,238,865.63 7,118,452.68
Chongqing • Jinke Sun Coast November 2014 171,343,782.15 384,170,207.09 312,376,247.44 243,137,741.80
Chongqing • Jinke Xicheng
Courtyard March 2012 127,148,157.68 23,484,120.00 3,344,023.89 147,288,253.79
Chongqing • Jinke Leijiaqiao July 2014 527,649,140.18 316,612,980.57 211,036,159.61
Chongqing Bishan • Jinke Central
Park August 2014 842,422,473.76 712,127,100.66 130,295,373.10
Chongqing • Jinsha Waterfront August 2006 15,545,015.76 89,019.53 15,455,996.23
Chongqing • Yunhu City January 2010 53,896,148.80 4,148,776.75 49,747,372.05
Chongqing • Bridge Waterfront June 2009 3,706,644.80 1,834,537.45 1,872,107.35
Chongqing • Green Park December 2009 36,067,464.70 36,067,464.70
Chongqing • Jinke Ten Years City November 2013 136,926,231.13 23,772,580.55 113,153,650.58
Chongqing • China Town October 2005 43,795,063.38 51,975.60 43,743,087.78
Chongqing Kaixian • Jinke
Kaizhou City February 2014 44,949,389.10 569,591,258.81 489,535,904.38 125,004,743.53
Chongqing Kaixian • Jinke Grand
Hotel December 2014 249,268,500.00 249,268,500.00
Chongqing • Jinke Lake Town June 2011 1,661,399.31 -1,131,217.50 2,792,616.81
Chongqing Fuling • Jinke World
Corridor B September 2012 79,033,735.46 32,917,418.15 46,116,317.31
Chongqing Fuling • Jinke Central
Park December 2013 54,369,372.00 23,078,696.65 31,290,675.35
Chongqing Fuling • Jinke World
Corridor A October 2013 273,932,146.73 67,211,531.80 206,720,614.93
Chongqing Changshou • Jinke
Sunshine Town October 2014 620,488,793.14 379,596,067.55 240,892,725.59
Chongqing Yongchuan • Jinke
Central Park February 2014 418,431,720.81 49,041,911.52 327,845,593.86 139,628,038.47

— 82 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Time of Amount at the Increase Decrease Amount at
completion beginning of the in the current in the current the end of the
Project name [Note 1] period period period period
Chongqing Yongchuan • Jinke
Sunshine Town October 2014 333,086,817.17 177,025,334.74 376,464,747.21 133,647,404.70
Chongqing Rongchang • Jinke
World City July 2011 217,415,164.10 627,507,767.26 543,916,936.57 301,005,994.79
Chengdu • Jinke Yicheng December 2012 71,616,943.75 58,293,232.02 13,323,711.73
Chengdu • Jinke Bridge Village January 2014 319,940,649.77 967,622,749.01 482,906,307.17 804,657,091.61
Chengdu • Jinke Nature City November 2014 109,833,712.68 859,858,661.42 763,306,320.14 206,386,053.96
Neijiang • Jinke Central Park November 2013 744,782,383.68 515,681,221.89 229,101,161.79
Beijing • Patio Palace January 2011 31,920,107.53 20,840,283.60 11,079,823.93
Beijing • Jinke Napa House May 2014 642,684,380.27 1,682,650,633.49 1,159,614,078.47 1,165,720,935.29
Beijing • Jinke Bridge Garden October 2011 18,282,949.82 96,612,302.12 70,277,239.30 44,618,012.64
Changsha • Flourishing Oriental
Courtyard June 2014 191,700,456.83 148,394,972.19 59,933,983.39 280,161,445.63
Liuyang • Tianhu New City July 2014 20,669,203.57 20,669,203.57
Chenzhou • Nanling Eco-city “By
the Water Side” October 2014 123,685,903.50 26,505,659.83 97,180,243.67
Wuxi • Jinke Eastern Palace January 2013 71,616,584.33 17,055,018.17 54,561,566.16
Wuxi • Jinke Dream House January 2013 65,054,323.50 31,308,817.17 33,745,506.33
Wuxi • Jinke Wanbo Plaza January 2013 201,430,236.62 11,406,473.60 190,023,763.02
Wuxi • Milan Garden B August 2012 108,343,417.20 17,837,158.66 90,506,258.54
Wuxi • Milan Garden A August 2014 174,645,430.32 133,305,862.12 210,252,664.35 97,698,628.09
Wuxi • Chengnan Aristocratic
Family August 2014 1,115,884,948.63 970,824,402.03 691,610,450.40 1,395,098,900.26
Jiangyin • Fairview Garden June 2012 9,333,758.79 -2,114.07 9,335,872.86
Jiangyin • Oriental Courtyard October 2012 21,470,176.07 538,760.27 20,931,415.80
Jiangyin • Oriental Mansion December 2014 333,901,838.45 249,757,236.59 347,821,968.81 235,837,106.23
Zhangjiagang • Bridge Court December 2014 521,394,703.62 350,037,752.67 171,356,950.95
Suzhou • Scene Mansion August 2014 834,754,242.15 184,554,654.70 155,565,527.08 863,743,369.77
Nantong • Bridge Waterfront December 2014 415,680,169.88 195,452,066.03 220,228,103.85
Chongqing • Meishe Project October 2005 6,718,993.12 6,718,993.12
Subtotal 7,443,623,834.40 15,080,520,866.74 12,588,904,184.05 9,935,240,517.09

[Note 1] If the project is developed and delivered by phases, time of completion shall be based on the building which is completed most recently from the balance sheet date.

— 83 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • 4) Inventories — leased products developed
Project name
Chongqing • Jinsha Waterfront
Chongqing • Yunhu City
Chongqing • Bridge Waterfront
Chongqing • Jinke Ten Years City
Chongqing • Jinke Xicheng
Courtyard
Chongqing • Jinke VISAR
International
Chongqing • Jinke Sunshine Town
Chongqing • Meishe Project
Chongqing • Jinke Bridge Village
Chongqing Fuling • Jinke Golden
Coast
Chongqing • Jinke Lake Town
Chongqing Fuling • Jinke World
Corridor A
Liuyang • Tianhu New City
Chongqing Yongchuan • Jinke
Central Park
Chongqing Yongchuan • Jinke
Sunshine Town
Subtotal
Amount at the
beginning of
the period
Increase
in the current
period
Decrease
in the current
period
9,338,992.63

323,797.20
33,253,542.76

1,105,058.76
4,506,204.65

149,333.52
22,704,400.82

687,094.08
29,760,746.96

850,544.04
20,790,495.28

564,313.44
12,176,009.46

490,784.32
2,751,708.82

27,441.24
24,914,817.47
17,596,290.40
980,782.09
3,668,008.37

102,337.92
6,520,551.93

409,858.00

45,698,685.03
1,240,392.8

20,669,203.57
380,949.01
39,727,349.37
13,200,194.26
1,409,991.83

1,944,010.95
58,775.47
210,112,828.52
99,108,384.21
8,781,453.76
Amount at the
beginning of
the period
Increase
in the current
period
Decrease
in the current
period
9,338,992.63

323,797.20
33,253,542.76

1,105,058.76
4,506,204.65

149,333.52
22,704,400.82

687,094.08
29,760,746.96

850,544.04
20,790,495.28

564,313.44
12,176,009.46

490,784.32
2,751,708.82

27,441.24
24,914,817.47
17,596,290.40
980,782.09
3,668,008.37

102,337.92
6,520,551.93

409,858.00

45,698,685.03
1,240,392.8

20,669,203.57
380,949.01
39,727,349.37
13,200,194.26
1,409,991.83

1,944,010.95
58,775.47
210,112,828.52
99,108,384.21
8,781,453.76
Amount at the
end of the
period
9,015,195.43
32,148,484.00
4,356,871.13
22,017,306.74
28,910,202.92
20,226,181.84
11,685,225.14
2,724,267.58
41,530,325.78
3,565,670.45
6,110,693.93
44,458,292.19
20,288,254.56
51,517,551.80
1,885,235.48
8,781,453.76 300,439,758.97

8. Other current assets

Item
Pending turnover taxes [note]
Land quota
Total
Amount at the
end of the
period
2,136,948,630.59

2,136,948,630.59
Amount at the
beginning of the
period
1,527,760,421.08
52,035,200.00
1,579,795,621.08

[Note] The business tax, city maintenance and construction tax, education surcharge, local education surcharge and land value added tax paid as per the statutory tax rate for the not-carried-over income from advance payments for commodity houses as well as deductible VAT input tax were stated as other current assets.

— 84 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

9. Available-for-sale financial assets

Amount at the end of the period Amount at the beginning of the period Provision for Provision for Item Book balance impairment Book value Book balance impairment Book value Others — — — 22,705,783.60 — 22,705,783.60 Total — — — 22,705,783.60 — 22,705,783.60

  1. Long-term equity investment

  2. (1) Classified details

Amount at the end of the period Amount at the beginning of the period Provision for Provision for Item Book balance impairment Book value Book balance impairment Book value Investment in associated enterprises 326,780,241.00 326,780,241.00 796,011,805.82 796,011,805.82 Investment in joint ventures 9,994,505.08 9,994,505.08 8,987,076.59 8,987,076.59 Total 336,774,746.08 336,774,746.08 804,998,882.41 804,998,882.41

— 85 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

(2) Details

Invested entity
Joint ventures
Yunnan Jinke Xinhaihui
Real Estate Co., Ltd.
Yunnan Jinwanzhong Real
Estate Development
Co., Ltd.
Subtotal
Associated enterprises
USUM Investment Group
Co., Ltd.
Chongqing Zhanhe
Agriculture
Development Co., Ltd.
Chongqing Yinhai Finance
Leasing Co., Ltd.
Wujiang Jinke Yangzi
Real Estate
Development Co., Ltd.
Subtotal
Total
Amount at the
beginning of
the period
8,987,076.59

8,987,076.59
579,260,089.65
13,955,684.33
73,931,962.89
128,864,068.95
796,011,805.82
804,998,882.41
Increase/decrease in the current period
Investment
Added
Investment
reduced
Investment
gains/losses
recognized
based on equity
method
Adjustments
to other
comprehensive
income


-752,584.25

10,000,000.00

-5,494.92

10,000,000.00

-758,079.17

— -489,137,062.87
23,491,091.84



1,955,576.07



10,113,456.59



-11,193,479.23

— -489,137,062.87
24,366,645.27

10,000,000.00 -489,137,062.87
23,608,566.10
Increase/decrease in the current period
Investment
Added
Investment
reduced
Investment
gains/losses
recognized
based on equity
method
Adjustments
to other
comprehensive
income


-752,584.25

10,000,000.00

-5,494.92

10,000,000.00

-758,079.17

— -489,137,062.87
23,491,091.84



1,955,576.07



10,113,456.59



-11,193,479.23

— -489,137,062.87
24,366,645.27

10,000,000.00 -489,137,062.87
23,608,566.10

— 86 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Invested entity
Increase/decrease in the current period
Other equity
changes
Cash dividends
or profits
announced to
be distributed
Provision
withdrawn for
impairment
Others
Joint ventures
Yunnan Jinke Xinhaihui
Real Estate Co., Ltd.



-8,234,492.34
Yunnan Jinwanzhong Real
Estate Development
Co., Ltd.




Subtotal



-8,234,492.34
Associated enterprises
USUM Investment Group
Co., Ltd.




Chongqing Zhanhe
Agriculture
Development Co., Ltd.




Chongqing Yinhai
Finance Leasing Co.,
Ltd.

-4,461,147.22


Wujiang Jinke Yangzi
Real Estate
Development Co., Ltd.




Subtotal

-4,461,147.22


Total

-4,461,147.22

-8,234,492.34
Invested entity
Increase/decrease in the current period
Other equity
changes
Cash dividends
or profits
announced to
be distributed
Provision
withdrawn for
impairment
Others
Joint ventures
Yunnan Jinke Xinhaihui
Real Estate Co., Ltd.



-8,234,492.34
Yunnan Jinwanzhong Real
Estate Development
Co., Ltd.




Subtotal



-8,234,492.34
Associated enterprises
USUM Investment Group
Co., Ltd.




Chongqing Zhanhe
Agriculture
Development Co., Ltd.




Chongqing Yinhai
Finance Leasing Co.,
Ltd.

-4,461,147.22


Wujiang Jinke Yangzi
Real Estate
Development Co., Ltd.




Subtotal

-4,461,147.22


Total

-4,461,147.22

-8,234,492.34
Amount at the
end of the
period
Balance of
provision for
impairment at
the end of the
period


9,994,505.08

9,994,505.08

113,614,118.62

15,911,260.40

79,584,272.26

117,670,589.72

326,780,241.00

336,774,746.08
-8,234,492.34

(3) Other descriptions

According to the Supplementary Agreement to the Cooperation Development Agreement on the Project in Liujia Street, Guandu District, Kunming City signed among the Company, Xiamen Xinhaihui Investment Management Co., Ltd., Yunnan Wannian Investment Co., Ltd., Kunming Yisenying Trade Co., Ltd. (hereinafter referred to as “Yisen Trade”), Xinghe (Shenzhen) Enterprise Management Consulting Co., Ltd. and subsidiary Chongqing Jinke as well as the Equity Transfer Agreement signed between subsidiary Chongqing Jinke and Yisen Trade, in the current period subsidiary Chongqing Jinke was assigned 1% equity held by Yisen Trade in Yunnan Jinke Xinhaihui Real Estate Co., Ltd. (hereinafter referred to as “Jinke Xinhaihui”) at a price of RMB200,000. After the equity transfer, Chongqing Jinke held 51% equity of Jinke Xinhaihui and most board members of Jinke Xinhaihui were appointed by Chongqing Jinke. Chongqing Jinke completed relevant ownership transfer formalities by the end of May 2014, so Jinke Xinhaihui had changed from an associated enterprise into a subsidiary under the consolidated financial statements as from May 2015.

— 87 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Investment property

  2. (1) Details

Houses and
Item buildings Total
Amount at the beginning of the period 2,778,096,875.94 2,778,096,875.94
Changes in the current period
Add: Inventory transfer 96,670,751.01 96,670,751.01
Less: Other transfers (out) 23,484,120.00 23,484,120.00
Change in fair value 54,152,554.05 54,152,554.05
Amount at the end of the period 2,905,436,061.00 2,905,436,061.00
  • (2) Information on investment properties to which a certificate of title has not been obtained
Reasons why the
certificate of title
has not been
Item Book value obtained
Houses and buildings 26,151,398.24 In process
Subtotal 26,151,398.24

(3) Other descriptions

To meet operation needs, the Company’s President’s Office Association decided to hold 5,708.46 m[2] of commercial houses on floor B1 of Chongqing Jinke Sunshine Town, 4,700.93 m[2] of shopping mall and warehouse on floor B1 of Congqing Hechuan Jinke World City and 4,481.24 m[2] of shopping mall and warehouse on floor B1 of Chongqing Kaixian Jinke Kaizhou City for long term for lease in the current period and state them under investment property, and decided to sell 2,415.88 m[2] of commercial houses of Chongqing Jinke Xicheng Courtyard in the current period which were supposed to be held for long term and state them under inventories — developed products. At the end of the period the Company entrusted Chongqing Huakang Asset & Land & Real Estate Valuation Co., Ltd. to evaluate its self-held investment property to determine the fair value of the investment property and issued Asset Evaluation Report on the Fair Value of Investment Property of Jinke Property Group Co., Ltd. (Chong Kang Ping Bao Zi No. 2 [2015]).

— 88 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Power generation Household
related
appliances
equipment
Total
17,049,483.11

720,311,573.59
2,400,721.34 333,991,377.10
659,500,275.85
2,387,121.34

26,518,472.90
13,600.00

53,818,268.25
— 333,991,377.10
341,825,585.41
237,337,949.29 189,838.00

5,373,429.88
189,838.00

5,373,429.88
19,260,366.45 333,991,377.10 1,374,438,419.56 6,859,796.31

177,373,428.73
2,535,816.70
11,897,719.55
68,749,087.77
2,535,816.70

56,393,885.04

11,897,719.55
12,355,202.73
146,352.04

4,615,568.55
146,352.04

4,615,568.55
9,249,260.97
11,897,719.55
241,506,947.95














10,011,105.48 322,093,657.55 1,132,931,471.61 10,189,686.80

542,938,144.86
Decoration of Other
houses and
equipment
buildings
24,538,448.08 200,871,065.30 3,346,572.02
54,173,841.03
2,817,387.13
1,400,522.76
19,480.78
52,773,318.27
509,704.11
754,877.63
2,700.00
754,877.63
2,700.00
27,130,142.47 255,042,206.33 14,790,215.09
64,567,070.12
3,134,100.11
21,417,567.56
3,050,993.57
21,417,567.56
83,106.54
723,702.17
1,537.50
723,702.17
1,537.50
17,200,613.03
85,983,100.18







9,929,529.44 169,059,106.15 9,748,232.99 136,303,995.18
Means of transport 45,656,865.37 9,791,289.72 8,079,632.13 1,711,657.59 2,712,251.75 2,712,251.75 52,735,903.34 20,196,260.42 7,672,487.55 7,433,243.04 239,244.51 2,133,255.08 2,133,255.08 25,735,492.89 27,000,410.45 25,460,604.95
Electronic equipment 76,371,085.95 10,604,577.89 10,242,191.28 151,740.00 210,646.61 1,546,541.22 1,546,541.22 85,429,122.62 39,684,356.13 10,269,567.41 10,230,661.97 38,905.44 1,474,686.56 1,474,686.56 48,479,236.98 36,949,885.64 36,686,729.82
Machinery & equipment 27,958,355.77 2,050,366.01 1,190,236.81 860,129.20 167,221.28 167,221.28 29,841,500.50 8,589,308.05 2,791,031.64 2,791,031.64 136,035.20 136,035.20 11,244,304.49 18,597,196.01 19,369,047.72
Houses and buildings 327,866,270.01 243,141,530.74 401,381.45 5,402,200.00 237,337,949.29 571,007,800.75 22,686,422.61 9,030,797.25 8,934,570.56 96,226.69 31,717,219.86 539,290,580.89 305,179,847.40
12.
Fixed assets
(1)
Details
Item Original book value Amount at the beginning of the period Increase in the current period 1) Purchase 2) Carried over from construction in progress 3) Increase from merger of enterprises 4) Inventory transfer Decrease in the current period 1) Disposal or scrapping Amount at the end of the period Cumulative depreciation Amount at the beginning of the period Increase in the current period 1) Withdrawal 2) Increase from merger of enterprises Decrease in the current period 1) Disposal or scrapping Amount at the end of the period Provision for impairment Amount at the beginning of the period Increase in the current period 1) Withdrawal Decrease in the current period 1) Disposal or scrapping Amount at the end of the period Book value Book value at the end of the period Book value at the beginning of the period

— 89 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Information on fixed assets to which a certificate of title has not been obtained
Reasons why the
certificate of title has
Item Book value not been obtained
Houses and buildings 242,643,922.60 In process
Subtotal 242,643,922.60

13. Construction in progress

(1) Details

Item
Amount at the end of the period
Amount at the beginning of the period
Book balance
Provision for
impairment
Book value
Book balance
Provision for
impairment
Book value
Hotel renovations
37,469,156.39
37,469,156.39
3,376,382.50
3,376,382.50
The sixth Wind Farm (200 MW) project
in Yandun, Hami
612,835,176.98
612,835,176.98


Fragmentary projects
2,978,959.59
2,978,959.59
485,509.75
485,509.75
Total
653,283,292.96
653,283,292.96
3,861,892.25
3,861,892.25
(2)
Changes of important construction in progress in the current period
Project name
Budget
Amount at the
beginning of
the period
Increase in
the current
period
Transferred
to fixed assets
Other
decreases
Amount at
the end of
the period
Hotel renovations
3,376,382.50
87,578,427.44
53,485,653.55

37,469,156.39
The sixth Wind Farm (200
MW) project in Yandun,
Hami
— 612,835,176.98

— 612,835,176.98
Fragmentary projects
485,509.75
4,622,413.79
332,614.70
1,796,349.25
2,978,959.59
Subtotal
3,861,892.25 705,036,018.21
53,818,268.25
1,796,349.25 653,283,292.96
Project name
Percentage of
total project
investment to
budget (%)
Construction
progress (%)
Accumulated
amount of
capitalized
interest
Amount of
capitalized
interest in
the current
period
Interest
capitalization
rate in the
current
period (%)
Fund source
Hotel renovations

Self-raised
The sixth Wind Farm (200 MW)
project in Yandun, Hami
11,463,066.67
Self-raised
Fragmentary projects

Self-raised
Subtotal
11,463,066.67
Item
Amount at the end of the period
Amount at the beginning of the period
Book balance
Provision for
impairment
Book value
Book balance
Provision for
impairment
Book value
Hotel renovations
37,469,156.39
37,469,156.39
3,376,382.50
3,376,382.50
The sixth Wind Farm (200 MW) project
in Yandun, Hami
612,835,176.98
612,835,176.98


Fragmentary projects
2,978,959.59
2,978,959.59
485,509.75
485,509.75
Total
653,283,292.96
653,283,292.96
3,861,892.25
3,861,892.25
(2)
Changes of important construction in progress in the current period
Project name
Budget
Amount at the
beginning of
the period
Increase in
the current
period
Transferred
to fixed assets
Other
decreases
Amount at
the end of
the period
Hotel renovations
3,376,382.50
87,578,427.44
53,485,653.55

37,469,156.39
The sixth Wind Farm (200
MW) project in Yandun,
Hami
— 612,835,176.98

— 612,835,176.98
Fragmentary projects
485,509.75
4,622,413.79
332,614.70
1,796,349.25
2,978,959.59
Subtotal
3,861,892.25 705,036,018.21
53,818,268.25
1,796,349.25 653,283,292.96
Project name
Percentage of
total project
investment to
budget (%)
Construction
progress (%)
Accumulated
amount of
capitalized
interest
Amount of
capitalized
interest in
the current
period
Interest
capitalization
rate in the
current
period (%)
Fund source
Hotel renovations

Self-raised
The sixth Wind Farm (200 MW)
project in Yandun, Hami
11,463,066.67
Self-raised
Fragmentary projects

Self-raised
Subtotal
11,463,066.67
Item
Amount at the end of the period
Amount at the beginning of the period
Book balance
Provision for
impairment
Book value
Book balance
Provision for
impairment
Book value
Hotel renovations
37,469,156.39
37,469,156.39
3,376,382.50
3,376,382.50
The sixth Wind Farm (200 MW) project
in Yandun, Hami
612,835,176.98
612,835,176.98


Fragmentary projects
2,978,959.59
2,978,959.59
485,509.75
485,509.75
Total
653,283,292.96
653,283,292.96
3,861,892.25
3,861,892.25
(2)
Changes of important construction in progress in the current period
Project name
Budget
Amount at the
beginning of
the period
Increase in
the current
period
Transferred
to fixed assets
Other
decreases
Amount at
the end of
the period
Hotel renovations
3,376,382.50
87,578,427.44
53,485,653.55

37,469,156.39
The sixth Wind Farm (200
MW) project in Yandun,
Hami
— 612,835,176.98

— 612,835,176.98
Fragmentary projects
485,509.75
4,622,413.79
332,614.70
1,796,349.25
2,978,959.59
Subtotal
3,861,892.25 705,036,018.21
53,818,268.25
1,796,349.25 653,283,292.96
Project name
Percentage of
total project
investment to
budget (%)
Construction
progress (%)
Accumulated
amount of
capitalized
interest
Amount of
capitalized
interest in
the current
period
Interest
capitalization
rate in the
current
period (%)
Fund source
Hotel renovations

Self-raised
The sixth Wind Farm (200 MW)
project in Yandun, Hami
11,463,066.67
Self-raised
Fragmentary projects

Self-raised
Subtotal
11,463,066.67
1,796,349.25 653,283,292.96
Fund source
Self-raised
Self-raised
Self-raised

— 90 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

14. Intangible assets

(1) Details

Trademark
Item Land use right Software right Total
Original book value
Amount at the beginning of the
period 37,724,469.74 22,447,526.65 69,200.00 60,241,196.39
Increase in the current period 11,930,550.71 5,384,353.72 37,735.85 17,352,640.28
1) Purchase 5,384,353.72 37,735.85 5,422,089.57
2) Inventory transfer 11,930,550.71 11,930,550.71
Decrease in the current period 35,002.13 35,002.13
1) Disposal 35,002.13 35,002.13
Amount at the end of the period 49,655,020.45 27,796,878.24 106,935.85 77,558,834.54
Accumulated amortization
Amount at the beginning of the
period 2,226,172.69 9,136,513.58 20,413.44 11,383,099.71
Increase in the current period 998,151.72 4,632,902.33 17,613.59 5,648,667.64
1) Withdrawal 998,151.72 4,632,902.33 17,613.59 5,648,667.64
Decrease in the current period 7,887.84 7,887.84
1) Disposal 7,887.84 7,887.84
Amount at the end of the period 3,224,324.41 13,761,528.07 38,027.03 17,023,879.51
Provision for impairment
Amount at the beginning of the
period
Increase in the current period
1) Withdrawal
Decrease in the current period
1) Disposal
Amount at the end of the period
Book value
Book value at the end of the
period 46,430,696.04 14,035,350.17 68,908.82 60,534,955.03
Book value at the beginning of
the period 35,498,297.05 13,311,013.07 48,786.56 48,858,096.68

— 91 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) Information on land use right to which a certificate of title has not been obtained
Item
Land use right
Subtotal
Book value
Reasons why the
certificate of title has
not been obtained
11,930,550.71
In process
11,930,550.71

15. Goodwill

  • (1) Original book value of goodwill
Goodwill formed Goodwill formed
**Amount ** at by merger of Decrease in the Amount at
Name of invested entity or matters the beginning enterprises in the current period the end of
forming goodwill of the period current period Disposal Others the period
Chongqing Qingheng Trading Co., Ltd. 98,151.81 98,151.81
Chongqing Qingke Trading Co., Ltd. 30,000.00 30,000.00
Chongqing New Start Decorative
Engineering Co., Ltd. 859,680.06 859,680.06
Chongqing Zhanhong Garden Co., Ltd. 2,525,698.65 2,525,698.65
Chongqing Tianhao Menchuang Co.,
Ltd. 3,869,524.97 3,869,524.97
Chongqing Yuanhao Decorative
Engineering Co., Ltd. 113,488.03 113,488.03
Xinjiang Huaran Oriental New Energy
Co., Ltd. 583,776,339.06 583,776,339.06
Total 7,496,543.52 583,776,339.06 591,272,882.58
(2)
_Provision for impairment _
of goodwill
Amount
at the
beginning Increase in the Decrease in the Amount at
Name of invested entity or of the current period current period the end of
matters forming goodwill period Withdrawal Others Disposal Others the period
Chongqing Qingheng Trading
Co., Ltd. 98,151.81 98,151.81
Chongqing Qingke Trading
Co., Ltd. 30,000.00 30,000.00
Subtotal 128,151.81 128,151.81

— 92 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (3) Goodwill impairment testing process, parameters and methods of recognizing goodwill impairment loss

Treat Xinjiang Huaran Oriental New Energy Co., Ltd. and Chongqing Tianhao Menchuang Co., Ltd. as different asset groups. According to the expected future cash flow generated during the continuous use or final disposal of the asset groups, determine the discounted cash with an appropriate pre-tax discount rate as the asset groups’ recoverable amount, and compare it with their book value. The results show that there is no new impairment loss in the two asset groups.

16. Long-term prepaid expenses

  • (1) Details
Amortization
Amount at Increase in in the Amount at
the beginning the current current Other the end of
Item of the period period period decreases the period
Expense for decoration 19,863,549.65 8,782,301.63 7,987,131.78 20,658,719.50
Property insurance 949,166.49 850,000.20 1,020,000.24 779,166.45
Total 20,812,716.14 9,632,301.83 9,007,132.02 21,437,885.95
  • (2) Other descriptions

The expense for decoration is the amount used by the Company and its subsidiaries for decoration of offices leased.

— 93 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Deferred tax assets and deferred tax liabilities

  2. (1) Deferred tax assets not offset

Item
Provision for asset impairment
Estimated profit as calculated based
on advance sale income of real
estate enterprises
Deductible loss
Unrealized profit of internal
transaction
Land premium amortization
Payroll payable
Others
Total
Amount at the end
of the period
Deductable
temporary
difference
Deferred tax
assets
459,941,614.07
113,122,753.79
1,854,739,761.17
384,429,396.31
1,003,244,583.16
234,707,433.94
156,967,551.63
39,241,887.91
543,801,481.26
135,950,370.32
114,039,595.98
23,369,038.15
1,285,220,386.69
248,718,360.95
5,417,954,973.96 1,179,539,241.37
Amount at the end
of the period
Deductable
temporary
difference
Deferred tax
assets
459,941,614.07
113,122,753.79
1,854,739,761.17
384,429,396.31
1,003,244,583.16
234,707,433.94
156,967,551.63
39,241,887.91
543,801,481.26
135,950,370.32
114,039,595.98
23,369,038.15
1,285,220,386.69
248,718,360.95
5,417,954,973.96 1,179,539,241.37
Amount at the beginning
of the period
Deductable
temporary
difference
Deferred tax
assets
62,736,960.75
14,959,175.59
1,593,808,200.86
398,452,050.22
511,206,525.76
126,633,033.28
140,915,404.50
35,228,851.13
506,582,358.06
126,645,589.52
106,718,449.98
24,919,845.17
1,076,087,709.59
269,021,927.44
3,998,055,609.50
995,860,472.35
Amount at the beginning
of the period
Deductable
temporary
difference
Deferred tax
assets
62,736,960.75
14,959,175.59
1,593,808,200.86
398,452,050.22
511,206,525.76
126,633,033.28
140,915,404.50
35,228,851.13
506,582,358.06
126,645,589.52
106,718,449.98
24,919,845.17
1,076,087,709.59
269,021,927.44
3,998,055,609.50
995,860,472.35
5,417,954,973.96 1,179,539,241.37 995,860,472.35
  • (2) Deferred tax liabilities not offset
Item
Investment property measured
through the fair value pattern
Others
Total
Amount at the end
of the period
Taxable
temporary
differences
Deferred tax
liabilities
2,039,324,006.32
500,591,958.62
61,872,988.90
15,468,247.24
2,101,196,995.22
516,060,205.86
Amount at the end
of the period
Taxable
temporary
differences
Deferred tax
liabilities
2,039,324,006.32
500,591,958.62
61,872,988.90
15,468,247.24
2,101,196,995.22
516,060,205.86
Amount at the beginning
of the period
Taxable
temporary
differences
Deferred tax
liabilities
1,883,648,823.21
470,912,205.81
136,557,892.01
34,139,473.01
2,020,206,715.22
505,051,678.82
Amount at the beginning
of the period
Taxable
temporary
differences
Deferred tax
liabilities
1,883,648,823.21
470,912,205.81
136,557,892.01
34,139,473.01
2,020,206,715.22
505,051,678.82
516,060,205.86 505,051,678.82

— 94 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (3) Details of unrecognized deferred tax assets
Amount at the
Amount at the end beginning of the
Item of the period period
Deductable temporary difference
Provision for asset impairment 375,888,654.54 3,150,857.14
Deductible loss 245,224,927.91 16,882,518.29
Provision for impairment of goodwill 128,151.81 128,151.81
Estimated profit as calculated based on advance sale
income of real estate enterprises 46,267,437.40
Payroll payable 2,886,697.39
Others 7,614,175.07
Subtotal 678,010,044.12 20,161,527.24
  • (4) Other descriptions

Others include deductible fees, taxes not put into the treasury, deferred income and other temporary differences.

18. Short-term loans

Item
Amount at the end
of the period
Guaranteed loan
1,420,000,000.00
Pledged loan
548,670,000.00
Mortgaged loan
40,000,000.00
Pledged and guaranteed loan
Mortgaged and guaranteed loan
198,000,000.00
Total
2,206,670,000.00
Amount at the
beginning of the
period
1,310,000,000.00

190,000,000.00
480,000,000.00
1,980,000,000.00

19. Notes payable

Item
Amount at the end
of the period
Bank acceptance bill
1,361,651,268.76
Total
1,361,651,268.76
Amount at the
beginning of the
period
1,667,451,647.10
1,667,451,647.10

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

20. Accounts payable

Amount at the Amount at the end beginning of the Item of the period period Project accounts payable 6,783,171,536.06 4,295,374,342.20 Payment for materials and equipment payable 391,377,038.56 380,865,040.81 Total 7,174,548,574.62 4,676,239,383.01

Item

21. Advance receipts

  • (1) Details

Amount at the Amount at the end beginning of the Item of the period period Advance receipts of commodity housing 22,295,042,146.77 18,568,922,206.70 Others 135,581,324.48 99,409,678.47 Total 22,430,623,471.25 18,668,331,885.17

Item

  • (2) Other descriptions

Payment collection of the advance-sale commodity housing

Amount at the
Amount at the end beginning of the
Item name of the period period
Chongqing • Jinke Garden 277,962.00 250,000.00
Chongqing • Jinke VISAR International 3,558,611.00 8,608,157.00
Chongqing • Ants SOHO 48,483.56 3,048,483.56
Chongqing • Eastern Palace 30,419.46 487,363.46
Chongqing • Jinke Oriental Elegance County 496,112.80 2,145,783.80
Chongqing • Jinke Sunshine Town 11,637,327.50 82,822,788.20
Chongqing • Tianhu Town 1,535,491.72 1,535,491.72
Chongqing • Jinke World City 31,242,572.00 726,683,767.00
Chongqing Hechuan • Jinke World City 461,633,358.00 705,335,678.20
Chongqing Hechuan • Nature City Project 82,905,655.00
Chongqing • Jinke Jiangjin World City 422,455,507.00 189,980,971.00
Chongqing Jiangjin • Jinke Central Park 500,195,502.00 57,074,335.00

— 96 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount at the
Amount at the end beginning of the
Item name of the period period
Chongqing • Xiangjiang Garden 558,824.00 477,100.00
Chongqing • Jinke Oriental Palace 47,411,464.00 999,795,494.00
Chongqing • Jinke Bridge Village 1,908,076,569.04 2,065,533,395.00
Chongqing • Jinke Small Town Story 91,201.00 217,001.00
Chongqing • Jinke Sun Coast 38,879,451.00 173,101,614.00
Chongqing • Jinke Xicheng Courtyard 31,606,041.50 22,856,238.00
Chongqing • Jinke Leijiaqiao 1,085,282,700.48 643,148,291.56
Chongqing Bishan • Jinke Central Park 389,720,539.79 862,734,933.00
Chongqing Beibei • Jinke City 876,999,753.00 94,229,255.06
Chongqing • Wansheng Jinke China Health City 126,790,090.00 88,401,097.00
Chongqing • Jinke Times Center 1,104,854,985.68 251,220,248.00
Chongqing • Jinsha Waterfront 19,289,108.92 19,290,441.44
Chongqing • Yunhu City 1,079,554.03 3,632,387.83
Chongqing • Bridge Waterfront 1,166,757.58 2,202,074.58
Chongqing • Green Park 2,357,458.69 2,367,458.69
Chongqing • Jinke Ten Years City 264,426.00 8,585,012.00
Chongqing • China Town 1,211,820.52 1,491,360.52
Chongqing • Xiyong Tianchen 168,049,124.00
Chongqing • Jinke Central Washington 2,553,679.00
Chongqing Nanchuan • Jinke World City 45,209,709.00
Chongqing Kaixian • Jinke Kaizhou City 1,261,736,594.30 1,087,287,636.30
Chongqing Kaixian • Jinke Wealth Center 851,578,336.00 178,914,459.00
Chongqing Yunyang • Jinke World City 376,527,758.00
Chongqing Fuling • Jinke Golden Coast 30,898.38 31,776.03
Chongqing Fuling • Jinke Bridge Waterfront 230,289.60
Chongqing • Jinke Lake Town 28,284,334.28 6,718,201.09
Chongqing Fuling • Jinke World Corridor B 1,979,785.16 102,945.88
Chongqing Fuling • Jinke Central Park 76,413,664.32 6,067,971.09
Chongqing Fuling • Jinke World Corridor A 138,869,661.12 142,043,679.71
Chongqing Changshou • Jinke Sunshine Town 395,437,833.07 664,453,977.20
Chongqing Fuling • Jinke Nature City 779,343,491.80 127,099,700.40
Chongqing Changshou • Jinke World City 339,226,984.21
Chongqing Fengdou • Jinke Golden Coast 18,310,053.60
Chongqing Yongchuan • Jinke Central Park 15,791,892.15 334,243,304.29
Chongqing Yongchuan • Jinke Sunshine Town 382,768,975.24 295,853,974.30
Chongqing Yongchuan • Jinke Park Palace 16,017,161.50
Chongqing Rongchang • Jinke World City 264,142,958.99 449,056,507.51
Chongqing Dazu • Jinke Central Park 680,746,641.06 227,559,710.00
Chengdu • Jinke Yicheng 451,346.60 1,117,084.60

— 97 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Item name
Amount at the end
of the period
Chengdu • Jinke Center
911,740,777.00
Chengdu • Jinke Bridge Village
106,100,933.97
Chengdu • Jinke Nature City
20,861,896.00
Neijiang • Jinke Central Park
207,764,495.16
Neijiang • New City Center
194,269,742.00
Neijiang • Times Center
37,180,951.00
Beijing • Patio Palace
6,196,324.52
Beijing • Jinke Napa House
329,584,048.00
Beijing • Jinke Bridge Garden
1,321,567,302.32
Jinan • Jinke World City
1,211,364,910.00
Changsha • Flourishing Oriental Courtyard
57,495,755.00
Liuyang • Tianhu New City
56,322,598.33
Changsha • Jinke World City
125,299,580.00
Changsha • Jinke Center
254,333,618.83
Chenzhou • Central Park
25,309,724.00
Chenzhou • Nanling Eco-city “By the Water Side”
38,474,433.00
Wuxi • Jinke Eastern Palace
18,257,566.00
Wuxi • Jinke Dream House
1,366,991.01
Wuxi • Jinke Wanbo Plaza
5,352,498.00
Wuxi • Milan Garden B
1,201,295.00
Wuxi • Milan Garden A
64,629,911.99
Wuxi • Chengnan Aristocratic Family
311,177,794.40
Wuxi • Wealth Commercial Plaza
886,276,314.00
Jiangyin • Fairview Garden
2,051,444.00
Jiangyin • Oriental Courtyard
747,512.00
Jiangyin • Oriental Mansion
342,133,403.49
Zhangjiagang • Bridge Court
587,748,840.00
Zhangjiagang • Bridge Mansion
227,043,580.03
Jiangsu Rugao • Jinke World City
182,192,098.00
Suzhou • Scene Mansion
369,145,039.89
Suzhou • Nature Garden
851,980,396.28
Suzhou • World View
3,912,695.00
Nantong • Bridge Waterfront
8,885,236.10
Xi’an • Jinke Nature City
127,363,531.00
Zunyi • Jinke Central Park
146,250,428.00
Xinjiang • Jinke Household Appliances Expo
3,945,000.00
Xinjiang • Jinke Bridge Village
247,287,025.00
Chongqing • Meishe Project
7,097,829.40
Subtotal
22,295,042,146.77
Amount at the
beginning of the
period
453,760,693.00
511,952,828.54
838,836,339.00
567,553,083.00


2,895,340.52
1,343,564,836.10
835,150,559.00
450,203,802.00
57,547,599.00
38,889,658.00



46,375,773.00
19,808,646.00
1,486,673.01
9,315,872.00
4,396,530.00
191,389,109.50
489,778,911.64
220,547,080.00
2,085,112.00
1,302,986.00
425,754,215.49
782,404,473.00
47,682,040.00
23,608,282.00
189,202,509.78
180,701,235.00

287,392,753.10




7,297,829.40
18,568,922,206.70

— 98 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

22. Payroll payable

  • (1) Details
Amount at the Amount at the
beginning of the Increase in the Decrease in the end of the
Item period current period current period period
Short-term remuneration 185,830,008.22 1,097,696,376.13 1,061,118,668.66 222,407,715.69
Post-employment benefit - defined
contribution plan 230,608.29 78,998,631.81 78,281,662.06 947,578.04
Total 186,060,616.51 1,176,695,007.94 1,139,400,330.72 223,355,293.73

(2) Details of short-term remuneration

Amount at the Amount at the
beginning of the Increase in the Decrease in the end of the
Item period current period current period period
Salary, bonus, subsidy and grant 147,324,519.75 964,436,460.13 942,872,766.53 168,888,213.35
Employee welfare 23,419,974.62 23,419,974.62
Social insurance premium 267,541.54 37,860,307.73 37,860,655.15 267,194.12
Including: medical insurance 250,734.26 32,082,101.76 32,082,113.39 250,722.63
Work-related injury insurance
premium 8,844.46 2,990,568.12 2,990,813.78 8,598.80
Childbearing insurance premium 7,962.82 2,787,637.85 2,787,727.98 7,872.69
Housing provident fund 711,166.17 36,792,259.92 36,599,382.92 904,043.17
Trade union fee and staff
education fee 37,526,780.76 33,703,190.94 18,881,706.65 52,348,265.05
Termination benefit 1,484,182.79 1,484,182.79
Subtotal 185,830,008.22 1,097,696,376.13 1,061,118,668.66 222,407,715.69

(3) Details of defined contribution plan

Amount at the Amount at the
beginning of the Increase in the Decrease in the end of the
Item period current period current period period
Basic retirement insurance 193,101.06 73,322,698.47 72,612,610.20 903,189.33
Unemployment insurance premium 37,507.23 5,675,933.34 5,669,051.86 44,388.71
Subtotal 230,608.29 78,998,631.81 78,281,662.06 947,578.04

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

23. Taxes payable

Amount at the
Amount at the end beginning of the
Item of the period period
Business tax 169,465,202.92 126,464,669.04
VAT 11,503,142.10 7,955,085.01
Municipal maintenance and construction tax 12,678,835.82 10,456,411.39
Education surcharge 5,633,139.88 4,131,636.81
Local education surcharge 3,781,578.54 2,198,413.62
Land appreciation tax 104,859,847.48 80,633,541.91
Enterprise income tax 184,623,770.08 632,261,351.67
Withholding and paying personal income tax 7,666,097.47 5,192,941.12
Property tax 1,467,582.09 1,137,929.36
Land use tax 7,285,481.35 1,770,524.65
Others 5,027,005.45 3,878,012.76
Total 513,991,683.18 876,080,517.34

24. Interest payable

Amount at the
Amount at the end beginning of the
Item of the period period
Interest of long-term loans with interest paid by
instalments and entire principal paid when due 107,635,618.29 78,869,294.18
Interest payable of short-term loans 5,702,036.23 4,178,129.69
Interest of trust funds 234,337,986.62 31,485,380.00
Total 347,675,641.14 114,532,803.87

25. Dividends payable

(1) Details

Amount at the
Amount at the end beginning of the
Item of the period period
Dividends from ordinary shares 23,912,698.46 23,912,698.46
Total 23,912,698.46 23,912,698.46

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Important dividends payable aged 1 year or above
Item Amount not paid Relevant reason Relevant reason
Hong Kong Grandview International Co., Ltd. 23,912,698.46 The other party did
not urge repayment
Subtotal 23,912,698.46
26.
Other payables
(1)
Details
Amount at the
Amount at the end beginning of the
Item of the period period
Cash deposit 349,468,372.97 304,154,748.01
Equity transfer price payable 380,000,000.00
Borrowings 242,309,289.39 876,261,147.49
Temporary receipts payable 373,776,947.75 786,736,020.77
Customers’ accounts collected and remitted 525,681,096.14 456,667,541.65
Others 724,413,350.21 953,738,450.23
Total 2,595,649,056.46 3,377,557,908.15
  • (2) Nature or content of other significant payables

Amount at the end Entity name of the period Nature or content Xinjiang China Merchants Kunlun Capital 380,000,000.00 [Note] Investment Joint Venture (limited partnership) Chongqing USUM Investment Holdings Group 117,898,000.00 Borrowings of the Co., Ltd. subsidiary’s shareholders Jinan Xicheng Investment Development Group 76,201,527.60 Borrowings of the Co., Ltd. subsidiary’s shareholders Chongqing Kunji Real Estate Development Co., 75,476,350.00 Intercourse funds of the Ltd. subsidiary’s shareholders Chongqing Janxi Investment Development Co., 72,000,000.00 Intercourse funds of the Ltd. subsidiary’s shareholders Subtotal 721,575,877.60

— 101 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • [Note] The equity transfer price paid in installments as specified under the Equity Transfer Agreement signed by the subsidiary Jinke New Energy Co., Ltd. and Xinjiang China Merchants Kunlun Capital Investment Joint Venture (limited partnership).

27. Non-current liabilities maturing within one year

(1) Details

Item
Amount at the end
of the period
Long-term loans maturing within one year
7,596,319,600.00
Creditor’s right maturing within one year and trust fund
of the right of return on equity
1,050,000,000.00
Other non-current liabilities maturing within one year
185,000,000.00
Total
8,831,319,600.00
Amount at the
beginning of the
period
5,444,880,000.00
228,980,000.00
5,673,860,000.00

(2) Other descriptions

1) Creditor’s right maturing within one year and trust fund of the right of return on equity

Start date Maturity Amount at the
Loan unit of loan date of loan Currency end of the period Notes
Tianjin Trust Co., Ltd. 2013-9-18 2015-9-16 RMB 150,000,000.00 [Note 1]
Chongqing International Trust
Co., Ltd. 2013-3-29 2015-3-29 RMB 300,000,000.00 [Note 2]
China Orient Asset Management
Co., Ltd. Zhengzhou Office 2013-9-26 2015-9-25 RMB 400,000,000.00 [Note 3]
Sichuan Trust Co., Ltd. 2013-12-9 2015-12-9 RMB 200,000,000.00 [Note 4]
Subtotal 1,050,000,000.00
  • [Note 1] According to the Contract on Transfer (Repurchase) of the Right of Return on Equity of Tianhao Menchuang signed by the Company, Chongqing Tianhao Menchuang Co., Ltd. (hereinafter referred to as Tianhao Menchuang), Chongqing Jinke Investment Holding (Group) Co., Ltd. (hereinafter referred to as Jinke Investment), Huang Hongyun and Tianjin Trust Co., Ltd. (hereinafter referred to as Tianjin Trust), the Company transferred the right of return on its 100% equity in Tianhao Menchuang to Tianjin Trust at the price of RMB150 million, and the Company should charge capital occupation fees according to the agreed interest rate. The transfer period of the said right of return on equity is 24 months, and after maturity, the Company will receive the said right of return on equity at the agreed price. In respect of the aforesaid repurchase of right of return on equity, the Company’s shareholder Jinke Investment and Huang Hongyun provided joint liability guaranty.

  • [Note 2] According to the Agreement on Acquisition of Receivables signed by the Company, Chongqing Qingke Trading Co., Ltd. (hereinafter referred to as Qingke Trading), Chongqing Jinke Xingju Real Estate Co., Ltd. (hereinafter

— 102 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

referred to as Xingju Real Estate) and Chongqing International Trust Co., Ltd. (Chongqing Trust), Qingke Trading transferred the creditor’s rights of RMB500 million receivable by it from Xingju Real Estate to Chong Trust, and Xingju Real Estate should pay capital occupation fees according to the agreed interest rate. The transfer period of the said receivables is 24 months, and after maturity, the Company will receive the creditor’s right of Xingju Real Estate at the price agreed under the contract. As of 31 December 2014, Qingke Trading has received the first payment of RMB300 million for creditor’s right from Chongqing Trust. In respect of the aforesaid transfer of creditor’s right, the Company’s shareholder Jinke Investment, and the Company’s actual controllers Huang Hongyun and his wife Tao Hongxia provided joint liability guaranty.

  • [Note 3] According to the Creditor’s Right Transfer Agreement signed by the Company, Hunan Jinke Real Estate Development Co., Ltd. (hereinafter referred to as Hunan Jinke), Hunan Liangxing Real Estate Development Co., Ltd. (hereinafter referred to as Liangxing Real Estate) and China Orient Asset Management Co., Ltd. Zhengzhou Office (hereinafter referred to as Orient Management), Hunan Jinke transferred the creditor’s right of RMB501 million receivable by it from Liangxing Real Estate to Orient Management at the consideration of RMB500 million, and Liangxing Real Estate should pay capital occupation fees according to the agreed interest rate. The transfer period of the said receivables is 24 months, and after maturity, the Company will receive the creditor’s right of Liangxing Real Estate at the price agreed under the contract. As at 31 December 2014, the Company has paid RMB100 million. In respect of the aforesaid transfer of creditor’s right, Hunan Jinke provided its 80% equity in Liangxing Real Estate as a pledge guarantee, and the Company’s actual controllers Huang Hongyun and his wife Tao Hongxia provided joint liability guaranty.

  • [Note 4] According to the Agreement on Transfer and Repurchase of Receivables signed by Qingke Trading, Xingju Real Estate and Sichuan Trust Co., Ltd. (hereinafter referred to as Sichuan Trust), Qingke Trading transferred the creditor’s right of RMB200 million (among RMB500 million in total) receivable by it from Xingju Real Estate to Sichuan Trust, and Qingke Trading should pay capital occupation fees according to the agreed interest rate. The transfer period of the said receivables is 24 months, and after maturity, Qingke Trading will receive the creditor’s right of Xingju Real Estate at the price agreed under the contract. In respect of the aforesaid transfer of creditor’s right, the Company’s shareholder Jinke Investment, and the Company’s actual controllers Huang Hongyun and his wife Tao Hongxia provided joint liability guaranty.

  • 2) For other non-current liabilities maturing within one year, refer to the call loans with connected parties in the notes to connected parties and connected transactions in the Notes to the Financial Statements.

28. Long-term loans

Item
Amount at the end
of the period
Guaranteed loan
9,296,900,000.00
Mortgaged loan
3,758,750,000.00
Mortgaged and guaranteed loan
5,956,300,000.00
Pledged and guaranteed loan
1,499,260,000.00
Mortgaged, pledged and guaranteed loan
800,000,000.00
Total
21,311,210,000.00
Amount at the
beginning of the
period
2,280,800,000.00
4,462,254,672.00
5,412,600,000.00
500,000,000.00
5,000,000.00
12,660,654,672.00

— 103 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Deferred earnings

  2. (1) Details

Amount at the Increase in Decrease in Amount at beginning of the current the current the end of the Item the period period period period Forming reason Government subsidies 62,807,756.66 15,656,105.00 5,534,990.12 72,928,871.54 Special fiscal subsidy for charges for infrastructure construction Total 62,807,756.66 15,656,105.00 5,534,990.12 72,928,871.54

  • (2) Details of government subsidies

Amount

stated as

nonIncreased operating Amount at subsidies in revenue in Amount at Related to the beginning the current the current Other the end of assets/related to Item of the period period period changes the period revenues Special fiscal 62,807,756.66 15,656,105.00 5,534,990.12 72,928,871.54 Related to assets subsidy for charges for infrastructure construction Subtotal 62,807,756.66 15,656,105.00 5,534,990.12 72,928,871.54

30. Other non-current liabilities

  • (1) Details

Amount at the Amount at the end beginning of the Item of the period period Creditor’s right, equity and trust fund of the right of return on equity 1,290,000,000.00 1,800,000,000.00 Others — 195,000,000.00 Total 1,290,000,000.00 1,995,000,000.00

Item

— 104 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) Other descriptions

  • 1) Details about creditor’s right, equity and trust fund of the right of return on equity

Start date Maturity Amount at the end
Loan unit of loan date of loan Currency of the period Notes
Xinjiang Huarong Tianjin
Investment Partnership (limited
partnership) (hereinafter
referred to as Huarong
Investment) 2014-4-30 2016-4-28 RMB 490,000,000.00 [Note 1]
China Orient Asset Management
Co., Ltd. Zhengzhou Office
(hereinafter referred to as
Orient Management) 2014-3-20 2016-3-20 RMB 800,000,000.00 [Note 2]
Subtotal 1,290,000,000.00
  • [Note 1] According to the Capital Increase Agreement and Supplemental Agreement to the Capital Increase Agreement signed by Huarong Investment, the Company, Chongqing Jinke Zhongjun Real Estate Development Co., Ltd. (hereinafter referred to as Zhongjun Real Estate), and Chongqing Zhongjun Investment Co., Ltd. (hereinafter referred to as Zhongjun Investment), Huarong Investment subscribed RMB60 million new registered capital of Zhongjun Real Estate at the price of RMB490 million. After the completion of capital increase, the registered capital of Zhongjun Real Estate rose to RMB256,078,431.37, which has been registered with the industrial and commercial authority. During the period when Huarong Investment held the equity of Zhongjun Real Estate, Zhongjun Real Estate paid capital occupation fees to Huarong Investment at the agreed time and annual yield. Shareholders of Zhongjun Real Estate agreed and had the obligation to repurchase Zhongjun Real Estate’s equity held by Huarong Investment on 28 April 2016 in the form agreed through consultation by the two parties. The said equity trust was classified as financial liabilities at the time of initial recognition and was stated under other non-current liabilities. In respect of the said equity trust, Chongqing Jinke provided the RMB99.36 million registered capital of Zhongjun Real Estate held by it, and Zhongjun Investment provided the RMB95.4584 million registered capital of Zhongjun Real Estate held by it, as the maximum pledge guarantee. In the meantime, Jinke Investment and Huang Hongyun provided the maximum warranty liability guarantee.

  • [Note 2] According to the Creditor’s Right Transfer Agreement signed by the Company, Hunan Jinke, Changsha Jinke Real Estate Development Co., Ltd. (hereinafter referred to as Changsha Jinke) and Oriental Management, Hunan Jinke transferred the creditor’s right of RMB801.8 million receivable by it from Changsha Jinke to Oriental Management at the consideration of RMB800 million, and Changsha Jinke should pay capital occupation fees according to the agreed interest rate. The transfer period of the said receivables is 24 months, and after maturity, the Company will receive the creditor’s right of Changsha Jinke at the price agreed under the contract. In respect of the aforesaid equity transfer, Hunan Jinke provided its 100% equity in Changsha Jinke as a pledge guarantee, and Jinke Investment, Huang Hongyun and his wife Tao Hongxia provided joint liability guaranty.

— 105 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

31. Share capital

  • (1) Details
Increase/decrease in the current period (“-” for decrease) Increase/decrease in the current period (“-” for decrease) Increase/decrease in the current period (“-” for decrease) Increase/decrease in the current period (“-” for decrease) Increase/decrease in the current period (“-” for decrease)
Amount at the Transfer Amount at the
beginning of the Issuance of Bonus from capital end of the
Item period new shares shares reserves Others Subtotal period
Total shares 1,158,540,051.00 220,000,000.00 220,000,000.00 1,378,540,051.00

(2) Other descriptions

Upon approval by the China Securities Regulatory Commission in the Reply Concerning Approval of Non-public Issuance of Stocks of Jinke Property Group Co., Ltd. (Zheng Jian Xu Ke [2014] No. 987), the Company issued 220,000,000 ordinary shares in RMB (RMB1/per share), raising funds of RMB2,200,000,000.00. After deducting the issue expense of RMB27,667,169.81, the net raised funds amounted to RMB2,172,332,830.19, of which RMB220,000,000.00 was included in the share capital, and RMB1,952,332,830.19 was included in the capital premium (share premium). The capital increase has been verified by Pan-China Certified Public Accountants (special general partnership), which issued the Capital Verification Report (Tian Jian Yan [2014] No. 8-57).

32. Capital reserves

(1) Details

Amount at the
beginning of the Increase in the Decrease in the Amount at the
Item period current period current period end of the period
Capital premium (share
premium) 71,049,489.43 1,998,216,234.55 71,102,893.79 1,998,162,830.19
Other capital reserve 104,155,946.89 104,155,946.89
Total 175,205,436.32 1,998,216,234.55 71,102,893.79 2,102,318,777.08
  • (2) Other descriptions

  • 1) The capital premium for the current period increased by RMB1,998,216,234.55, of which: RMB1,952,332,830.19 was attributed to the non-public issuance of shares; and shareholders of the Company’s subsidiary Chongqing Jinke Junwei Real Estate Development Co., Ltd. (hereinafter referred to as Jinke Junwei) increased capital and transferred minority equity of the Company’s subsidiary Chongqing Jinke Juncheng Real Estate Development Co., Ltd. (hereinafter referred to as Juncheng Real Estate) increased capital premium of RMB45,883,404.36.

— 106 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • 2) The capital premium for the current period decreased by RMB71,102,893.79. For details, please refer to the surplus reserves in the notes to the consolidated financial statements in the Notes to the Financial Statements for details.

  • Other comprehensive income

Amount incurred in the current period Amount incurred in the current period Amount incurred in the current period Amount incurred in the current period
Less: Those
included in
other
comprehensive
income in the
previous period The amount **The ** amount
but transferred after tax after tax
Amount at the Pre-tax amount into the profit attributed to attributed to Amount at the
beginning of **in ** the current **or ** loss in the Less: Income the parent minority end of the
Item the period period current period tax expense company shareholders period
Other
comprehensive
income will be
reclassified
into profit and
loss 559,740,586.31 49,435,409.98 705,783.60 8,879,808.85 34,764,389.39 5,085,428.14 594,504,975.70
Of which: The
difference
between the
fair value and
book value of
investment
property
converted from
inventories 559,211,248.61 49,435,409.98 9,056,254.75 35,293,727.09 5,085,428.14 594,504,975.70
Gains/losses from
change in fair
value of
available-for-sale
financial assets 529,337.70 705,783.60 -176,445.90 -529,337.70
Other
comprehensive
income 559,740,586.31 49,435,409.98 705,783.60 8,879,808.85 34,764,389.39 5,085,428.14 594,504,975.70
  1. Surplus reserve

  2. (1) Details

Amount at the
beginning of the Increase in the Decrease in the Amount at the
Item period current period current period end of the period
Statutory surplus reserve 301,114,786.54 133,609,073.41 272,955,268.79 161,768,591.16
Total 301,114,786.54 133,609,073.41 272,955,268.79 161,768,591.16

— 107 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) Other descriptions

  • 1) The increase in the current period is the RMB133,609,073.41 statutory surplus reserve withdrawn according to 10% of the net profit of the parent company.

  • 2) The decrease in the current period is RMB344,058,162.58 (including capital premium of RMB71,102,893.79 and surplus reserve of RMB272,955,268.79), which is ascribable to the acquisition of minority equity of the Company’s subsidiaries Chongqing Bishan Jinke Zhongxi Real Estate Co., Ltd., Chongqing Jinke Junyao Real Estate Development Co., Ltd. and Shaanxi Haoyuefu Real Estate Development Co., Ltd. as well as equity transaction of capital increase by shareholders of the Company’s subsidiary Juncheng Real Estate.

  • Undistributed profits

Item
Undistributed profits at the beginning of the year
Add: Net profit attributable to owners of the parent
company in the current period
Less: Statutory surplus reserve
Common stock dividends payable
Undistributed profits at the end of the period
Amount in the
current period
5,657,563,669.18
907,884,138.79
133,609,073.41
139,024,806.12
6,292,813,928.44
Amount in the
same period of
preceding year
4,875,172,995.17
984,071,530.24
85,826,851.13
115,854,005.10
5,657,563,669.18

(II) Notes to consolidated statement of income

  1. Operating revenue/cost

  2. (1) Details

Item
Revenue from main
businesses
Revenue from other
businesses [Note]
Total
Amount in the current period
Revenue
Cost
17,072,075,914.64
13,251,834,856.09
251,431,351.53
84,823,665.12
17,323,507,266.17
13,336,658,521.21
Amount in the same period of
preceding year
Revenue
Cost
15,933,064,691.54
11,878,365,053.90
136,550,487.28
7,916,859.09
16,069,615,178.82
11,886,281,912.99
Amount in the same period of
preceding year
Revenue
Cost
15,933,064,691.54
11,878,365,053.90
136,550,487.28
7,916,859.09
16,069,615,178.82
11,886,281,912.99
11,886,281,912.99
  • [Note] In the current period, the Company’s revenues from other businesses tallied RMB251,431,351.53 and the costs of other businesses amounted to RMB84,823,665.12, indicative of high margin, which is mainly because the Company adopted the fair value method in the subsequent measurement of external transfer of land ticket and investment properties, and did not provide depreciation for investment properties for rent.

— 108 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Revenue from/cost of main businesses (by sector)
Name of region
Chongqing
Sichuan
Jiangsu
Beijing
Hunan
Internal elimination
Subtotal
Amount in the current period
Revenue
Cost
12,737,670,545.39
9,665,447,800.76
2,118,001,376.90
1,820,187,081.22
2,514,342,102.42
2,028,884,543.14
1,267,717,026.00
1,250,731,601.37
93,419,566.00
86,439,643.22
-1,659,074,702.07
-1,599,855,813.62
17,072,075,914.64
13,251,834,856.09
Amount in the same period of
preceding year
Revenue
Cost
9,627,458,689.87
6,900,413,719.00
478,013,379.02
429,339,479.67
4,617,949,813.34
3,704,323,049.11
2,000,600,944.57
1,667,510,778.90
377,379,450.96
314,350,996.53
-1,168,337,586.22
-1,137,572,969.31
15,933,064,691.54
11,878,365,053.90
Amount in the same period of
preceding year
Revenue
Cost
9,627,458,689.87
6,900,413,719.00
478,013,379.02
429,339,479.67
4,617,949,813.34
3,704,323,049.11
2,000,600,944.57
1,667,510,778.90
377,379,450.96
314,350,996.53
-1,168,337,586.22
-1,137,572,969.31
15,933,064,691.54
11,878,365,053.90
11,878,365,053.90

2. Business taxes and surcharges

Item
Business tax
Municipal maintenance and construction tax
Education surcharge
Local education surcharge
Land appreciation tax
Property tax
Others
Total
Amount in the
current period
885,723,539.91
59,309,778.56
27,409,552.21
18,369,107.70
236,351,457.00
11,715,772.90
1,661,179.69
1,240,540,387.97
Amount in the
same period of
preceding year
829,960,891.86
54,402,886.76
25,331,729.94
15,735,066.61
692,200,777.30
7,238,314.66
511,465.18
1,625,381,132.31
  1. Sales expenses
Item
Advertising & publicity expenses
Remuneration of employees
Others
Total
Amount in the
current period
316,126,287.10
194,157,520.18
127,787,511.64
638,071,318.92
Amount in the
same period of
preceding year
344,685,349.87
174,269,893.17
126,885,691.83
645,840,934.87

— 109 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Management expenses
Item
Remuneration of employees
Office administrative expense
Taxes
Impairment of fixed assets
Others
Total
Amount in the
current period
440,897,346.91
141,080,380.94
24,783,210.24
33,175,858.38
79,384,349.19
719,321,145.66
Amount in the
same period of
preceding year
343,743,736.65
130,917,359.36
66,919,447.13
22,021,458.52
72,693,215.80
636,295,217.46
  1. Financial expenses
Item
Interest expenses
Less: interest income
Others
Total
Amount in the
current period
Amount in the
same period of
preceding year
186,257,367.15
119,761,404.52
97,022,701.19
63,090,235.62
73,745,173.79
27,964,200.68
162,979,839.75
84,635,369.58
Amount in the
current period
Amount in the
same period of
preceding year
186,257,367.15
119,761,404.52
97,022,701.19
63,090,235.62
73,745,173.79
27,964,200.68
162,979,839.75
84,635,369.58
84,635,369.58
  1. Assets impairment loss
Item
Loss from bad debts
Inventory impairment loss
Total
Amount in the
current period
Amount in the
same period of
preceding year
37,621,413.88
24,798,297.86
731,873,691.79

769,495,105.67
24,798,297.86
Amount in the
current period
Amount in the
same period of
preceding year
37,621,413.88
24,798,297.86
731,873,691.79

769,495,105.67
24,798,297.86
24,798,297.86
  1. Revenue from change in fair value
Amount in the
Amount in the same period of
Item current period preceding year
Financial assets at fair value through profit or loss 160,000.00 1,052,763.78
Investment property measured by fair value 54,152,554.05 46,689,449.72
Total 54,312,554.05 47,742,213.50

— 110 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Return on investment
Amount in the
Amount in the same period of
Item current period preceding year
Long-term equity investment return stated by equity
method 29,781,399.44 -8,467,049.49
Investment return generated by disposal of long-term
equity investment 14,295,198.13
Gains generated by revaluation of the remaining equity
based on the fair value after losing control 2,721,031.90
Others 671,399.49 -528,680.63
Total 44,747,997.06 -6,274,698.22
  1. Non-operating revenue

  2. (1) Details

Item
Gain from disposal of non-current
assets
Including: Gain from disposal of
fixed assets
Government subsidies
Revenues from fines and liquidated
damages
Revenues from disposal of waste
and old materials
Others
Total
Amount in the
current period
1,005,175.42
1,005,175.42
202,178,584.12
28,069,969.45
301,908.87
6,034,103.55
237,589,741.41
Amount in the
same period of
preceding year
Amount stated as
non-recurring
gains/losses in the
current period
517,095.03
1,005,175.42
517,095.03
1,005,175.42
77,258,290.98
202,178,584.12
18,980,402.59
28,069,969.45

301,908.87
6,379,493.95
6,034,103.55
103,135,282.55
237,589,741.41
Amount in the
same period of
preceding year
Amount stated as
non-recurring
gains/losses in the
current period
517,095.03
1,005,175.42
517,095.03
1,005,175.42
77,258,290.98
202,178,584.12
18,980,402.59
28,069,969.45

301,908.87
6,379,493.95
6,034,103.55
103,135,282.55
237,589,741.41
237,589,741.41

(2) Details of government subsidies

Subsidy programs
Financial subsidies [Note]
Others
Subtotal
Amount in the
current period
Amount in the
same period of
preceding year
Related to assets/
related to revenues
183,936,700.00
60,285,867.00
Related to revenues
18,241,884.12
16,972,423.98
Related to revenues
202,178,584.12
77,258,290.98

— 111 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

[Note] They are financial subsidies received by the Company from Changsha Economic and Technological Development Zone and financial subsidies received by the Company’s subsidiaries Chongqing Jinke Industrial Group Kerun Real Estate Development Co., Ltd. and Chongqing Jinke Kunhe Investment Co., Ltd. from Chongqing Fuling Finance Financial Bureau and Management Committee of Fuling New City Area, Chongqing.

10. Non-operating expenditure

Amount stated as
Amount in the non-recurring
Amount in the same period of gains/losses in the
Item current period preceding year current period
Loss from disposal of non-current
assets 394,476.81 374,948.00 394,476.81
Including: Loss on the disposal of
fixed assets 394,476.81 374,948.00 394,476.81
Donation 18,552,475.20 25,193,914.86 18,552,475.20
Expenditure of compensation 14,882,831.10 14,197,170.22 14,882,831.10
Expenditure of late fee 401,733.09 111,270.27 401,733.09
Others 5,425,956.06 3,795,032.55 5,425,956.06
Total 39,657,472.26 43,672,335.90 39,657,472.26

11. Income tax expense

(1) Details

Item
Current income tax expense
Deferred income tax expense
Total
Amount in the
current period
71,944,753.22
-181,550,050.83
-109,605,297.61
Amount in the
same period of
preceding year
546,420,567.99
-225,391,931.84
321,028,636.15

— 112 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Accounting profit and adjustment process of income tax expense
Item
Total profit
Income tax expense calculated by statutory / applicable tax rates
Impact of application of different tax rates by subsidiaries
Impact of adjustment in previous income tax
Impact of non taxable income
Impact of non-deductible costs, expenses and losses
Impact of using deductible loss of previous unrecognized deferred tax
assets
Impact of deductable temporary difference or deductible loss of
unrecognized deferred tax assets in the current period
Others [note]
Income tax expense
Amount in the
current period
753,433,767.25
188,358,441.81
-159,333,890.20
8,357,584.23
-7,445,349.86
9,808,113.87
125,521,395.81
-274,871,593.26
-109,605,297.61
  • [Note] In 2011 -2013, the green ecological residence communities developed by the Company and some of its subsidiaries complied with the encouraged industries (namely construction of urban landscaping and ecological communities) specified under the Directory Catalogue on Readjustment of Industrial Structure (Version 2005) (Fa Gai Wei Ling No. 40 [2005]) and the Directory Catalogue on Readjustment of Industrial Structure (Version 2011) (Fa Gai Wei Ling No. 9 [2011]). According to the Notice on Enterprise Income Tax Issues Concerning Further Implementing the Western China Development Strategy (Bulletin [2012] No. 12 of the State Administration of Taxation), the Company and relevant subsidiaries can enjoy a reduced enterprise income tax rate of 15% temporarily. As the Catalogue of Industries Encouraged to Develop in the Western Region has not yet been published, it is uncertain whether the Company and relevant subsidiaries can enjoy the preferential treatments in enterprise income tax in 2011-2013 due to the impact of macro-control policies of the State. So in 2011-2013, the income tax of the Company and relevant subsidiaries is temporarily calculated and recognized at a rate of 25%.

On 20 August 2014, the Catalogue of Industries Encouraged to Develop in the Western Region (Fa Gai Wei Ling No. 15 [2014]) issued by the National Development and Reform Commission has specified that the “construction of urban landscaping and ecological communities” is still the industry encouraged by the State; meanwhile, the Company and relevant subsidiaries have again applied to the competent tax authorities for confirmation of preferential policies on enterprise income tax that they have enjoyed. The competent tax authorities have confirmed that the Company and relevant subsidiaries will enjoy a reduced enterprise income tax rate of 15% in 2011-2013. The impact of changing income tax rate from 25% to 15% for calculation of income tax expenses of the Company and relevant subsidiaries in 2011-2013 is -RMB274,871,600, including: current income tax expense of -RMB460,574,600 and deferred income tax expense of RMB185,703,000.

— 113 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. After-tax net amount of other comprehensive income

For after-tax net amount of other comprehensive income, please refer to the comprehensive income in the notes to the consolidated balance sheet in the Notes to the Financial Statements.

(III) Notes to consolidated statement of cash flow

1. Other cash received relating to operating activities

Item
Funds flow between units
Customers’ accounts collected and remitted
Cash deposit
Finance subsidies
Interest income from funds
Others
Total
Amount in the
current period
1,838,284,970.31
551,766,744.77
690,085,673.88
212,299,699.00
97,022,701.19
393,013,815.91
3,782,473,605.06
Amount in the
same period of
preceding year
1,187,672,164.00
514,357,374.75
406,320,783.42
98,273,098.75
63,090,235.62
330,629,527.99
2,600,343,184.53
  1. Other cash paid relating to operating activities
Item
Funds flow between units
Customers’ accounts collected and remitted
Cash deposit
Out-of-pocket expenses
Others
Total
Amount in the
current period
2,218,841,930.80
482,753,190.28
698,099,247.91
753,250,103.27
608,784,130.52
4,761,728,602.78
Amount in the
same period of
preceding year
1,036,303,500.00
434,768,018.90
723,959,853.90
648,255,790.36
405,309,674.70
3,248,596,837.86
  1. Other cash paid relating to investing activities
Amount in the
Amount in the same period of
Item current period preceding year
Net cash from disposal of subsidiaries and other
operating units 28,692,773.83
Total 28,692,773.83

— 114 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Other cash received relating to financing activities
Item
Collection of financing bill discounted
Loans of entities
Loans and financing bills against a pledge of time
deposit certificates and net reduction in security
deposit
Total
Amount in the
current period
5,367,372,094.80
191,500,000.00

5,558,872,094.80
Amount in the
same period of
preceding year
4,089,078,856.08
787,671,237.00
1,177,523,552.91
6,054,273,645.99
  1. Other cash paid relating to financing activities
Item
Increase in acceptance of financing bills
Principal of equity trust
Loans of entities
Loans and financing bills against a pledge of time
deposit certificates and net increase in security deposit
Others
Total
Amount in the
current period
5,717,500,000.00

1,070,368,244.93
106,590,520.88

6,894,458,765.81
Amount in the
same period of
preceding year
4,422,575,000.00
1,968,590,000.00
1,682,250,000.00

504,617,000.00
8,578,032,000.00

— 115 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Supplementary information of cash flow statement

  2. (1) Supplementary information of cash flow statement

Supplementary information
1) Reconciliation of net profit to cash flows from
operating activities:
Net profit
Add: Provision for asset impairment
Impairment of fixed assets, oil and gas assets and
production-type biological assets
Amortization of intangible assets
Amortization of long-term prepaid expenses
Loss from disposal of fixed assets, intangible assets
and other long-term assets (“-” for gain)
Loss on scrapping of fixed assets (“-” for gains)
Loss from change in fair value (“-” for gain)
Financial expense (“-” for gain)
Loss from investment (“-” for gain)
Decrease in deferred tax assets (“-” for increase)
Increase in deferred tax liabilities (“-” for decrease)
Decrease in inventories (“-” for increase)
Decrease in operating receivables (“-” for increase)
Increase in operating payables (“-” for decrease)
Others
Net cash flows from operating activities
2) Significant investing and financing activities not
involving cash receipts and payments:
Debts changed to capital
Convertible corporate bonds maturing within one year
Fixed assets acquired under finance lease
3) Net changes in cash and cash equivalents:
Ending balance of cash
Less: Opening balance of cash
Add: Ending balance of cash equivalents
Less: Opening balance of cash equivalents
Net increase in cash and cash equivalents
Amount in the
current period
863,039,064.86
769,495,105.67
56,393,885.04
5,648,667.64
9,007,132.02
-610,698.61

-54,312,554.05
186,257,367.15
-44,747,997.06
-183,678,769.02
2,128,718.19
-14,308,314,222.51
-208,527,568.87
4,523,458,869.47
-8,384,763,000.08



5,805,282,261.64
4,712,813,588.73


1,092,468,672.91
Amount in the
same period of
preceding year
946,284,139.53
24,798,297.86
38,993,659.19
4,207,565.53
6,194,620.17
-142,147.03

-47,742,213.50
119,761,404.52
6,274,698.22
-246,260,907.33
20,868,975.50
-12,008,384,512.47
111,678,007.82
6,505,462,357.84
-4,518,006,054.15



4,712,813,588.73
6,490,311,651.24


-1,777,498,062.51

— 116 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) Net cash paid for acquisition of subsidiaries in the current period

Item

Amount in the current period

Cash and cash equivalents paid for merger of enterprises in the current period 372,200,000.00 Including: Xinjiang Huaran Oriental New Energy Co., Ltd. 320,000,000.00 Shaanxi Jinrunda Real Estate Development Co., Ltd. 52,000,000.00 Yunnan Jinke Xinhaihui Real Estate Co.,Ltd. 200,000.00 Less: Cash and cash equivalents held by subsidiaries on the date of acquisition 40,172,911.47 Including: Xinjiang Huaran Oriental New Energy Co., Ltd. 23,423,833.25 Shaanxi Jinrunda Real Estate Development Co., Ltd. 520,829.56 Yunnan Jinke Xinhaihui Real Estate Co.,Ltd. 16,228,248.66 Add: Cash and cash equivalents paid for merger of enterprises in the — previous period Net cash received from subsidiaries 332,027,088.53

  • (3) Composition of cash and cash equivalents
Amount at the
Amount at the end beginning of the
Item of the period period
1) Cash 5,805,282,261.64 4,712,813,588.73
Including: Stock cash 1,223,580.13 3,505,688.92
Bank deposits used for payment at any time 5,804,058,681.51 4,709,307,899.81
2) Cash equivalents
Including: Bond investments maturing within three
months
3) Ending balance of cash and cash equivalents 5,805,282,261.64 4,712,813,588.73
Including: Cash and cash equivalents restrictedly used
in the parent company or subsidiaries 1,721,849,342.67 1,651,690,051.17

(4) Description of supplementary information of cash flow statement

As at 31 December 2014, other monetary funds included pledged time deposits of RMB214,250,000.00, bank acceptance deposits of RMB793,413,558.87, L/C guarantee deposits of RMB250,000,000.00, loan deposits of RMB322,805,967.97, mortgage deposits of RMB130,000,206.56, and guarantee deposits of RMB11,379,609.27.

In the preparation of the cash flow statement, the Company has removed items not tallying with cash and cash equivalents from the cash flow statement.

— 117 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(IV) Others

  1. Assets with ownership or right of use restricted
Item
the
Monetary fund
Accounts receivable
Inventories
Investment properties
Fixed assets
Construction in progress
Intangible assets
Total
Book value at
end of the period
Reason for restriction
1,721,849,342.67
Margin deposit
346,808,430.00
Pledged loan
19,766,160,882.27
Mortgaged loan
1,739,433,040.23
Mortgaged loan
576,989,350.87
Mortgaged loan
612,835,176.98
Mortgaged loan
28,171,281.17
Mortgaged loan
24,792,247,504.19

2. Foreign currency monetary items

Foreign currency
balance at the end
Item of the period Exchange rate RMB equivalent
Monetary fund
Including: HKD 1,292,706.34 0.78887 1,019,777.25
Other payables
Including: HKD 1,306,248.55 0.78887 1,030,460.29

— 118 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

VI. Change in the consolidation scope

  • (I) Merger of enterprises not under the same control

  • Merger of enterprises not under the same control in the current period

Unit: RMB’0,000

Percentage
of equity
Name of the acquired party Acquisition time Acquisition cost acquired (%) Way of acquisition
Shaanxi Jinrunda Real Estate 30 April 2014 10,200.00 51.00 Equity transfer +
Development Co., Ltd. capital increase
(hereinafter referred to as
Jinrunda Real Estate)
[note 1]
Xinjiang Huaran Oriental New 31 December 2014 70,000.00 100.00 Equity transfer
Energy Co., Ltd.
(hereinafter referred to as
Xinjiang Huaran) [note 2]
Yunnan Jinke Xinhaihui Real 15 May 2013 1,000.00 50.00 Establishment by
capital contribution
Estate Co., Ltd. (hereinafter 31 May 2014 20.00 1.00 Equity transfer
referred to as Jinke
Xinhaihui)
Revenue of
the acquired
party from Net profit of the
the date of acquired party for
Determination acquisition to the date of
Name of the purchased Date of basis for the date the end of acquisition to the
party acquisition of acquisition the period end of the period
Shaanxi Jinrunda Real Estate 30 April 2014 Handover date of -721,595.44
Development Co., Ltd. property right
(hereinafter referred to as
Jinrunda Real Estate)
Xinjiang Huaran Oriental New 31 December 2014 Handover date of
Energy Co., Ltd. property right
(hereinafter referred to as
Xinjiang Huaran)
Yunnan Jinke Xinhaihui Real 31 May 2014 Handover date of -13,771,735.68
Estate Co., Ltd. (hereinafter property right
referred to as Jinke
Xinhaihui)

— 119 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • [Note 1] According to the Cooperative Development Agreement on the Urban Village Reconstruction Project in Lijiazhuang, Fengxi New City and the Supplemental Agreement signed by the Company, Shaanxi Tongzhi Real Estate Development Co., Ltd., Chang’an International Trust Co., Ltd., Xi’an Hongze Industrial Co., Ltd., Miao Runxuan and Pan Li, the Company injected RMB50 million in Jinrunda Real Estate to hold 25% equity therein; meanwhile, Chang’an International Trust Co., Ltd. transferred its 26% equity in Jinrunda Real Estate to the Company at a price of RMB52 million. After completion of the aforesaid capital increase and equity transfer, the Company held 51% equity in Jinrunda Real Estate and obtained effective control thereover. When the long-term equity investment obtained through merger of enterprises not under the same control achieved by the Company by multiple transactions in stages is a “package deal”, the aforesaid transactions are considered as a transaction for acquisition of control in accounting.”

  • [Note 2] Data of Xinjiang Huaran in the consolidated financial statements also include the data of the subsidiary Kumul Huaran Oriental Jingxia Wind Power Generation Co., Ltd.

2. Merger cost and goodwill

(1) Details

Unit: RMB’0,000

Jinrunda Real
Item Estate Xinjiang Huaran Jinke Xinhaihui
Merger cost
Cash 10,200.00 70,000.00 20.00
Fair value of the previously held
equity on the date of
acquisition 823.45
Total merger cost 10,200.00 70,000.00 843.45
Less: Share of the fair value of the
acquired identifiable net assets 10,200.00 11,622.37 843.45
Amount of goodwill/merger cost
below the share of the fair value
of the acquired identifiable net
assets 58,377.63

(2) Contingent consideration and changes thereof

According to the Equity Transfer Agreement and the Performance Commitment and Compensation Agreement signed by the subsidiary Jinke New Energy Co., Ltd. (hereinafter referred to as Jinke New Energy) and Xinjiang China Merchants Kunlun Capital Investment Joint Venture (limited partnership) (hereinafter referred to as “CMK Capital”), CMK Capital transfers its 90% equity in Xinjiang Huaran to Jinke New Energy at the price of RMB630 million, which will be paid in four installments; CMK Capital has made a commitment regarding Xinjiang Huaran’s results in 2015, 2016 and 2017: if Xinjiang Huaran’s actual net profit in 2015 is lower than the committed amount in 2015 and/or the cumulative sum of the actual net profits in 2016 and 2017 are lower than

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FINANCIAL INFORMATION OF JINKE PROPERTY

the committed amounts in 2016 and 2017, CMK Capital will calculate the committed compensation according to the Performance Commitment and Compensation Agreement and make the committed compensation within the sum of the first and second installments of equity transfer deposits and the fourth installment of equity transfer payment, totaling RMB200 million.

(3) Major causes for large-value goodwill

The Company’s acquisition of Xinjiang Huaran is mainly reliant on its overall corporate value including good wind power resources, franchise, human resources, special management mode and management means and other intangible assets failing to be fully reflected in the book.

3. Identifiable assets and liabilities of the acquired party as of the date of acquisition

Unit: RMB’0,000

Jinrunda Real Estate Jinrunda Real Estate **Xinjiang ** Huaran Jinke Xinhaihui Jinke Xinhaihui
Fair value on Book value Fair value on Book value Fair value on **Book ** value
the date of on the date the date of on the date the date of on the date
Item acquisition of acquisition acquisition of acquisition acquisition of acquisition
Assets
Monetary fund 52.08 52.08 2,342.38 2,342.38 1,622.82 1,622.82
Accounts receivable 4,389.90 4,389.90
Advance payments 16,320.35 16,320.35 108.36 108.36 13.60 13.60
Other receivables 9,800.00 9,800.00 38.81 38.81 12.60 12.60
Inventories 18.00 18.00
Other current assets 11,151.79 11,151.79
Fixed assets 32,945.12 32,945.12 1.80 1.80
Construction in progress 61,387.65 61,387.65
Liabilities
Accounts payable 85,226.24 85,226.24
Payroll payable 116.76 116.76
Taxes payable 0.93 0.93 3.62 3.62
Other payables 6,194.90 6,194.90 15,397.71 15,397.71 0.30 0.30
Net assets 19,995.53 19,995.53 11,622.37 11,622.37 1,646.90 1,646.90
Less: Minority interests
Net assets acquired 19,995.53 19,995.53 11,622.37 11,622.37 1,646.90 1,646.90

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APPENDIX II

  1. Gains or losses arising from remeasuring the equity held prior to the date of acquisition at fair value
Amount of
change in other
comprehensive
income and
Determination other owners’
method and equity relating
Gains or losses major to the previously
arising from assumptions for held equity
Book value of Fair value of remeasuring the the fair value of transferred into
the previously the previously equity held the previously return on
held equity on held equity on prior to the date held equity on investment
Name of the the date of the date of of acquisition at the date of before the date
acquired party acquisition acquisition fair value acquisition of acquisition
Jinke Xinhaihui 8,234,492.34 8,234,492.34
  • (II) Change in the consolidation scope for other reason

  • Increase of the consolidation scope

Contribution
Way of amount
Company name acquisition Acquisition time (RMB’0,000) Percentage (%)
Chongqing Jinke Hongrui Real
Estate Development Co., Ltd. New establishment 9 April 2014 6,000.00 60.00
Chongqing Jinke Jinyu Real
Estate Development Co., Ltd. New establishment 11 August 2014 3,000.00 100.00
Chongqing Jinke Yijia Real
Estate Development Co., Ltd. New establishment 28 May 2014 3,000.00 100.00
Chongqing Jinke Kunji Real
Estate Development Co., Ltd. New establishment 9 April 2014 5,100.00 51.00
Chengdu Jinke Zhuorui Real
Estate Development Co., Ltd. New establishment 12 September 2014 10,000.00 100.00
Beijing Jinke Zhanhao Real
Estate Co., Ltd. New establishment 29 April 2014 10,000.00 100.00
Chongqing Kangcheng
International Travel Agency
Co., Ltd. New establishment 22 August 2014 30.00 100.00
Chongqing Jinke Zhengtao Real
Estate Development Co., Ltd. New establishment 29 May 2014 3,000.00 100.00

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Contribution
Way of amount
Company name acquisition Acquisition time (RMB’0,000) Percentage (%)
Jinke Group Suzhou Baijun
Real Estate Development
Co., Ltd. New establishment 13 August 2014 2,000.00 100.00
Jinke Industrial Investment
Development Company
Limited New establishment 3 November 2014 50,000.00 100.00
Jinke Cultural Tourism
Investment & Development
Co., Ltd. New establishment 12 December 2014 50,000.00 100.00
Chengdu Jinke Junfeng Real
Estate Development Co., Ltd. New establishment 3 December 2014 5,000.00 100.00
Chongqing Jinke Junkai Real
Estate Development Co., Ltd. New establishment 29 December 2014 5,000.00 100.00
Neijiang Jinke Liju Real Estate
Development Co., Ltd. New establishment 5 March 2014 5,000.00 100.00
Shandong Baijun Real Estate
Development Co., Ltd. New establishment 5 December 2014 1,000.00 100.00
Xinjiang Jinke Yukun Real
Estate Development Co., Ltd. New establishment 7 May 2014 2,000.00 100.00
Chongqing Guoguan
Eco-agriculture Development
Co., Ltd. New establishment 11 September 2014 2,000.00 100.00
Chongqing Huidian Business
Management Co., Ltd. New establishment 17 February 2014 110.00 100.00
Chengdu Jinchen Real Estate
Development Co., Ltd. New establishment 28 July 2014 5,000.00 100.00
Jinke New Energy Co., Ltd. New establishment 14 October 2014 200,000.00 100.00
Tianjin Jinke Bozhi Real Estate
Co., Ltd. New establishment 12 December 2014 9,000.00 90.00
  1. Decrease of the consolidation scope

Net profit from the beginning of Net assets on the the period to the Company name Way of disposal Disposal time date of disposal date of disposal Tangshan Jinke Real Estate Liquidation of Development Co., Ltd. subsidiary 28 November 2014 — -1,021,110.33

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

VII. Interests in other entities

  • (I) Interests in significant subsidiaries

  • Significant subsidiaries

Shareholding Shareholding
Principal Place of Business percentage (%) Way of
Subsidiary name operating base registration nature Direct Indirect acquisition
Chongqing Jiangjin Jinke Jiangjin District, No. 9, Block B2, Real estate 70.00 30.00 Establishment
Guojun Real Estate Co., Chongqing Zone B, Times
Ltd. (hereinafter referred to Shopping Plaza,
as Guojun Real Estate) Jijiang, Jiangjin
District,
Chongqing
Chongqing Bishan Jinke Bishan County, 2/F, No. 129 Real estate 100.00 Merger of
Zhongxi Real Estate Co., Chongqing Jinjian Road, enterprises under
Ltd. (hereinafter referred to Bicheng Street, the same control
as Zhongxi Real Estate) Bishan County,
Chongqing
Chongqing Jinke Junyao Real Kai County, Binhu Road, Real estate 55.00 45.00 Merger of
Estate Development Co., Chongqing Yunfeng, Kai enterprises under
Ltd. (hereinafter referred to County, the same control
as Junyao Real Estate) Chongqing (Jinke
Kaizhou City)
Chongqing Jinke Real Estate Yubei District, No. 161-197-2, Real estate 100.00 Merger of
Development Co., Ltd. Chongqing Shuangning Road, enterprises under
(hereinafter referred to as Renhe Town, the same control
Chongqing Jinke) Yubei District,
Chongqing
Chongqing Jinke Industrial Jiangbei District, Commercial Real estate 100.00 Merger of
Group Hongjing Real Estate Chongqing Building, No. 19, enterprises under
Development Co., Ltd. Wuhong Road, the same control
(hereinafter referred to as Jiangbei District,
Hongjing Real Estate) Chongqing
Chongqing Jinke Shangzun Yongchuan Building 5, No. Real estate 100.00 Merger of
Real Estate Co., Ltd. District, 177 Honghe enterprises under
(hereinafter referred to as Chongqing Middle Road, the same control
Shangzun Real Estate) Yongchuan
District
Wuxi Jinke Kerun Real Estate Wuxi New Xinfang Road, Real estate 51.00 49.00 Merger of
Development Co., Ltd. District Fangqian, Jiangxi enterprises under
(hereinafter referred to as Street, Wuxi New the same control
Wuxi Kerun) District

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Shareholding Shareholding
Principal Place of Business percentage (%) Way of
Subsidiary name operating base registration nature Direct Indirect acquisition
Wuxi Jinke Jiarun Real Estate Wuxi No. 501, Nanhu Real estate 100.00 Merger of
Development Co., Ltd. Avenue, Wuxi enterprises under
(hereinafter referred to as the same control
Wuxi Jiarun)
Jiangyin Jinke Real Estate Jiangyin Yushanwan Club, Real estate 98.00 2.00 Merger of
Development Co., Ltd. Yunting Street, enterprises under
(hereinafter referred to as Jiangyin the same control
Jiangyin Real Estate)
Chongqing Jinke Industrial Fuling District, No. 9, Zhongshan Real estate 100.00 Merger of
Group Kerun Real Estate Chongqing Road, Fuling enterprises under
Development Co., Ltd. District, the same control
(hereinafter referred to as Chongqing
Chongqing Kerun)
Hunan Jinke Real Estate Yuelu District, No. 299, Leifeng Real estate 100.00 Merger of
Development Co., Ltd. Changsha Avenue, Qingshan enterprises under
Village, Yuelu the same control
District,
Changsha
Chongqing Qingke Trading Fuling District, No. 88, Xingyi Commercial 88.00 12.00 Merger of
Co., Ltd. (hereinafter Chongqing South Road, Yihe enterprises under
referred to as Qingke Town, Fuling the same control
Trading) District,
Chongqing

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

2. Significant non-wholly owned subsidiaries

Dividend
Gains/losses announced to
attributable to be distributed Balance of
Shareholding minority to minority minority
percentage of shareholders in shareholders in interests at the
minority the current the current end of the
Subsidiary name shareholders period period period
Chongqing Hechuan Jinke
Hejun Real Estate Co.,
Ltd. (hereinafter referred
to as Hejun Real Estate) 49.00% 54,853,468.67 56,409,688.78
Chongqing Jinke Zhongjun
Real Estate Development
Co., Ltd. (hereinafter
referred to as Zhongjun
Real Estate) 49.00% -9,842,058.78 272,219,896.90
Jinan Jinke Xicheng Real
Estate Development Co.,
Ltd. (hereinafter referred
to as Jinan Jinke) 49.00% -18,707,005.11 456,710,094.87
Chongqing Jinke Hexu Real
Estate Development Co.,
Ltd. (hereinafter referred
to as Hexu Real Estate) 49.00% -6,467,150.28 286,633,643.08
  1. Main financial information of significant non-wholly owned subsidiaries

  2. (1) Assets and liabilities

Unit: RMB’0,000

Amount at the end of the period

Current Non-current Current Non-current Total
Subsidiary name assets assets Total assets liabilities liabilities liabilities
Hejun Real Estate 158,756.19 3,864.50 162,620.69 150,925.35 183.15 151,108.50
Zhongjun Real Estate 398,029.78 3,450.56 401,480.34 201,925.26 95,000.00 296,925.26
Jinan Jinke 338,279.68 2,506.37 340,786.05 177,579.91 70,000.00 247,579.91
Hexu Real Estate 152,002.23 840.42 152,842.65 54,342.28 40,003.70 94,345.98

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FINANCIAL INFORMATION OF JINKE PROPERTY

**Amount ** at the beginning of the period at the beginning of the period at the beginning of the period
Current Non-current Current Non-current Total
Subsidiary name assets assets Total assets liabilities liabilities liabilities
Hejun Real Estate 130,053.42 1,657.02 131,710.44 132,430.69 132,430.69
Zhongjun Real Estate 211,330.99 899.78 212,230.77 111,667.10 43,000.00 154,667.10
Jinan Jinke 258,238.68 1,226.04 259,464.72 152,440.82 10,000.00 162,440.82
Hexu Real Estate 86,231.51 64.56 86,296.07 26,479.58 26,479.58
  • (2) Gains/losses and cash flows

Unit: RMB’0,000

**Amount in the ** **Amount in the ** current period current period **Amount in ** the same period of preceding year the same period of preceding year the same period of preceding year
Cash flows Cash flows
Total from Total from
Operating comprehensive operating Operating comprehensive operating
Subsidiary name revenue Net profit income activities revenue Net profit income activities
Hejun Real Estate 60,000.97 11,194.59 11,194.59 1,743.34 15.63 -1,676.53 -1,676.53 15,315.08
Zhongjun Real
Estate 23.09 -2,008.58 -2,008.58 -64,755.05 0.01 -1,256.52 -1,256.52 -84,825.48
Jinan Jinke 15.34 -3,817.76 -3,817.76 -55,459.68 -2,879.48 -2,879.48 -99,424.12
Hexu Real Estate 7.37 -1,319.83 -1,319.83 -23,826.45 -183.51 -183.51 -9,679.68
  • (II) Control over subsidiaries’ transactions despite change in owners’ equity in subsidiaries

  • Descriptions of change in owners’ equity in subsidiaries

Shareholding Shareholding
percentage percentage
Subsidiary name Change time before change after change
Chongqing Bishan Jinke Zhongxi Real Estate Co.,
Ltd. (hereinafter referred to as Zhongxi Real
Estate) May 2014 55.56% 100.00%
Chongqing Jinke Junwei Real Estate Development
Co., Ltd. (hereinafter referred to as Jinke Junwei) April 2014 100.00% 60.00%
Chongqing Jinke Junyao Real Estate Development
Co., Ltd. (hereinafter referred to as Junyao Real
Estate) May 2014 55.56% 100.00%
Shaanxi Haoyuefu Real Estate Development Co.,
Ltd. (hereinafter referred to as Haoyuefu Real
Estate) June 2014 90.00% 100.00%

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Impact of transactions on minority interests and equity attributable to owners of the parent company
Item
Acquisition cost/disposal consideration
Cash
Total acquisition cost/disposal
consideration
Less: Share in net assets of subsidiaries
calculated in proportion to the equity
acquired/disposed
Difference
Including: Adjusted capital reserve
Adjusted surplus reserve
Zhongxi Real
Estate
240,000,000.00
240,000,000.00
124,452,511.93
-115,547,488.07

-115,547,488.07
Jinke Junwei
320,000,000.00
320,000,000.00
319,946,595.64
53,404.36
53,404.36
Junyao Real
Estate
Haoyuefu Real
Estate
511,815,355.59
2,000,000.00
511,815,355.59
2,000,000.00
286,793,781.62
1,140,345.50
-225,021,573.97
-859,654.50
-71,102,893.79

-153,918,680.18
-859,654.50
Junyao Real
Estate
Haoyuefu Real
Estate
511,815,355.59
2,000,000.00
511,815,355.59
2,000,000.00
286,793,781.62
1,140,345.50
-225,021,573.97
-859,654.50
-71,102,893.79

-153,918,680.18
-859,654.50
-859,654.50
  • (III) Interests in joint ventures or associated enterprises

  • Significant joint ventures or associated enterprises

Accounting for
investment in
Shareholding joint venture or
Name of joint venture or Principal Place of Business percentage (%) associated
associated enterprise operating base registration nature Direct Indirect enterprise
USUM Investment Group Co., Chongqing Beibei District, Investment, 3.248 Equity method
Ltd. (hereinafter referred to Chongqing construction [note]
as USUM Investment
Group)
Chongqing Yinhai Finance Chongqing Beibu New Similar 5.51 Equity method
Leasing Co., Ltd. District, financial [note]
(hereinafter referred to as Chongqing industry
Yinhai Finance Leasing)
  • [Note] The Company has appointed representatives to the Boards of Directors of USUM Investment Group and Yinhai Finance Leasing and therefore has the right to participate in deciding financial and operating policies of USUM Investment Group and Yinhai Finance Leasing and has material impact on USUM Investment Group and Yinhai Finance Leasing.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Main financial information of significant associated enterprises

Unit: RMB’0,000

Amount at the beginning of Amount at the beginning of
Amount at the end of the the period/amount in the
**period/amount in ** the current **same period of ** preceding
period year
USUM Yinhai USUM Yinhai
Investment Finance Investment Finance
Item Group Leasing Group Leasing
Current assets 343,170.37 207,993.04 356,726.76 175,117.73
Non-current assets 32,601.22 176,169.00 3,791.41 123,634.59
Total assets 375,771.59 384,162.04 360,518.17 298,752.32
Current liabilities 25,766.69 108,513.45 42,371.69 46,598.61
Non-current liabilities 207.74 131,212.52 151.26 117,975.92
Total liabilities 25,974.43 239,725.97 42,522.95 164,574.53
Minority interests
Equity attributable to owners of the
parent company 349,797.16 144,436.07 317,995.22 134,177.79
Proportionate share in net assets 11,361.41 7,958.43 57,926.01 7,393.20
Adjustments
Goodwill
Unrealized profit of internal
transaction
Others
Book value of equity investments in
associated enterprises 11,361.41 7,958.43 57,926.01 7,393.20
Fair value of equity investments in
associated enterprises with quoted
price
Operating revenue 44,311.01 26,096.38 13,807.57 22,136.99
Net profit 33,133.07 17,058.27 10,135.22 8,777.93
Net profit from discontinued
operation
Other comprehensive income
Total comprehensive income 33,133.07 17,058.27 10,135.22 8,777.93
Dividend received from associated
enterprises in the current period 446.11

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Summary financial information of insignificant joint ventures and associated enterprises
Amount at the
Amount at the end beginning of the
of the period/amount in
period/amount in the same period of
Item the current period preceding year
Joint ventures
Total book value of investments 9,994,505.08 8,987,076.59
Total of the following items calculated as per the
shareholding percentage -758,079.17 -1,012,923.41
Net profit -758,079.17 -1,012,923.41
Other comprehensive income
Total comprehensive income -758,079.17 -1,012,923.41
Associated enterprises
Total book value of investments 133,581,850.12 142,819,753.28
Total of the following items calculated as per the
shareholding percentage -9,237,903.16 -41,361,642.87
Net profit -9,237,903.16 -41,361,642.87
Other comprehensive income
Total comprehensive income -9,237,903.16 -41,361,642.87

VIII.Risks related to financial instruments

The Company carries out risk management for the purpose of seeking an appropriate balance between the risks and revenues, minimizing the negative impact from risks on the Company’s operating results and maximizing the interests of shareholders and other equity investors. Based on such objectives, the Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk bottom line and controls, and to supervise various risks in prompt and reliable manner so as to control the risks within a limited range.

The Company is exposed to the following risks from its use of financial instruments in the daily operation, which mainly include credit risk, liquidity risk and market risk. The management has deliberated and approved policies concerning management of such risks, as summarized below.

(I) Credit risk

Credit risk is the risk that one party to a financial instrument fails to fulfill the obligations, thereby causing financial loss to the other party.

The Company’s credit risk is primarily attributable to bank balances and receivables. To control the aforesaid related risks, the Company takes the following measures respectively.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

1. Bank balances

The Company deposits its bank balances in financial institutions with good credit rating, so its credit risk is low.

  1. Receivables

The Company has established a sound receivables risk management and internal control system to regularly assess customers’ credit and monitor balance of receivables therefrom, and strictly implements the receivables collection procedure, to avoid significant risks in bad debts.

As at 31 December 2014, 18.95% of the Company’s accounts receivable (31 December 2013: 29.18%) was due from the top five customers in balance, and the Company did not have major credit concentration risk.

  • (1) Amount of the Company’s receivables which have neither been overdue nor impaired and those which have been overdue but unimpaired and relevant aging analysis are as follows:
**Amount at the end of the ** **Amount at the end of the ** period
Receivables
neither overdue Receivables overdue but unimpaired
Item nor impaired Within 1 year 1-2 years **Above 2 ** years Total
Other receivables 525,174,875.62 525,174,875.62
Subtotal 525,174,875.62 525,174,875.62
**Amount at the ** **beginning of ** the period
Receivables
neither overdue Receivables overdue but unimpaired
Item nor impaired Within 1 year 1-2 years **Above 2 ** years Total
Other receivables 599,018,647.68 599,018,647.68
Subtotal 599,018,647.68 599,018,647.68
  • (2) For receivables with provision for impairment withdrawn on an individual basis, please refer to receivables in the notes to the consolidated financial statements in the Notes to the Financial Statements.

(II) Liquidity risk

Liquidity risk is the risk of capital shortage incurred when the Company performs the obligation of cash or other financial assets settlement and is possibly attributable to failure in selling financial assets at fair value on a timely basis, or failure in collecting liabilities from counterparts to contracts, or early redemption of debts, or failure in generating estimated cash flows.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

To control such risk, the Company leveraged financing tools such as note settlement, bank borrowings, trust borrowing, etc., and appropriately adopted long/short-term financing methods to improve the financing structure, and maintained a balance between financing sustainability and flexibility. The Company has obtained bank credit limits from several commercial banks and trust institutions to satisfy working capital requirements and expenditures.

Financial liabilities classified based on remaining time period till maturity Unit: RMB’0,000

**Amount at the end of the ** **Amount at the end of the ** period
Undiscounted
contract
Item Book value amount Within 1 year 1-3 years Above 3 years
Borrowings 3,363,919.96 3,742,996.76 2,459,179.29 1,136,938.09 146,879.38
Notes payable 136,165.13 136,165.13 136,165.13
Accounts payable 717,454.86 717,454.86 717,454.86
Other payables 259,564.91 259,564.91 255,564.91 4,000.00
Subtotal 4,477,104.86 4,856,181.66 3,568,364.19 1,140,938.09 146,879.38

Amount at the beginning of the period

Undiscounted
contract
Item Book value amount Within 1 year 1-3 years Above 3 years
Borrowings 2,230,951.47 2,512,220.16 691,585.49 1,686,212.22 134,422.45
Notes payable 166,745.16 166,745.16 166,745.16
Accounts payable 467,623.94 467,623.94 467,623.94
Other payables 337,755.79 337,755.79 337,755.79
Subtotal 3,203,076.36 3,484,345.05 1,663,710.38 1,686,212.22 134,422.45

(III) Market risk

Market risk refers to the risk that the fair value or future cash flow of a financial instrument fluctuates because of change in market price. Market risks mainly include interest rate risk and foreign exchange risk.

1. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flow of a financial instrument fluctuates because of change in market interest rate. The Company’s market interest rate risk mainly relates to the Company’s borrowings with interest calculated at floating interest rate. As at 31 December 2014, the Company’s borrowings with interest calculated at floating interest rate amounted to RMB11,218,600,000 (31 December 2013: RMB11,755,734,700); supposed that other variations remain unchanged and interest rate increases/decreases 50 bps, the Company’s interest expense will increase/decrease by RMB56,093,000 (31 December 2013: increase/decrease by RMB58,778,700) accordingly.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flow of a financial instrument fluctuates because of change in exchange rate. The Company’s exchange rate risk mainly relates to the Company’s foreign currency monetary assets and liabilities. For the Company’s foreign currency monetary assets and liabilities at the end of the period, please refer to foreign currency monetary items in others in the notes to the consolidated financial statements in the Notes to the Financial Statements.

IX. Disclosure of fair value

  • (I) Details of the fair value of assets and liabilities measured at fair value at the end of the period
**Fair value at the ** end of the period
Level 1 fair value Level 2 fair value Level 3 fair value
Item measurement measurement measurement Total
Recurring fair value
measurement
Investment properties 2,905,436,061.00 2,905,436,061.00
Buildings rented 2,905,436,061.00 2,905,436,061.00
  • (II) Qualitative and quantitative information of evaluation techniques and important parameters for recurring and non-recurring level 2 fair value measurements

The buildings rented out by the Company are all commercial properties and supporting garages thereof, and their costs are insufficient to reflect the fair value thereof, so evaluation is not carried out by cost method; according to the actual condition of the buildings rented, for small commercial properties, as the transaction markets around them are active and it is easy to find transaction cases of similar properties, evaluation is carried out by market method; for large commercial properties for which it is difficult to find relevant transaction cases, as the lease markets of similar properties around them are active and some buildings rented are restricted by long-term lease contracts, evaluation is carried out by income method.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • X. Connected parties and connected transactions

  • (I) Connected parties

  • The Company’s parent company

  • (1) The Company’s parent company

Voting
Shareholding right
percentage percentage
Registered over the over the
Business capital Company Company
Name of parent company Place of registration nature (RMB’0000) (%) (%)
Chongqing Jinke Investment No. 88, Xingyi South Investment 5,000 18.34 18.34
Holding (Group) Co., Ltd. Road, Yihe Town, consulting
Fuling District,
Chongqing
  • [Note] As at 31 December 2014, Chongqing Jinke Investment Holdings (Group) Co., Ltd. (hereinafter referred to as Jinke Investment), Huang Hongyun and Tao Hongxia severally held 18.34%, 14.95% and 7.28% shares of the Company and were the top three shareholders of the Company; Huang Hongyun and his wife Tao Hongxia jointly held 100% shares of Jinke Investment, which was the controlling shareholder of the Company, and were the effective controllers of the Company.

  • (2) The ultimate controllers of the Company are Huang Hongyun and his wife Tao Hongxia.

  • For details about the Company’s subsidiaries, please refer to interests in other entities in the Notes to the Financial Statements

  • Joint ventures and associated enterprises of the Company: for details about the Company’s significant associated enterprises, please refer to interests in other entities in the Notes to the Financial Statements. Information on other joint ventures or associated enterprises with balance formed through its connected transactions with the Company in the current and prior periods is as follows:

Name of joint venture or associated enterprise

Relation with the Company

Yunnan Jinwanzhong Real Estate Development Co., Ltd. Joint venture (hereinafter referred to as Jinwanzhong Real Estate)

  • Chongqing Zhanhe Agriculture Development Co., Ltd. (hereinafter referred to as Zhanhe Agriculture)

  • Wujiang Jinke Yangzi Real Estate Development Co., Ltd. (hereinafter referred to as Wujiang Jinke Yangzi)

Associated enterprise

Associated enterprise

— 134 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Other connected parties of the Company

Name of other connected party

Relation between other connected party and the Company

  • Chongqing Zhongke Construction (Group) Co., Ltd. (hereinafter referred to as Zhongke Group)

Shareholder’s subsidiary

  • Chongqing Jianglong Construction Engineering Co., Ltd. (hereinafter referred to as Jianglong Construction)

Shareholder’s subsidiary

  • Chongqing Shenlong Construction Engineering Co., Ltd. (hereinafter referred to as Shenlong Construction)

Shareholder’s subsidiary

  • Chongqing Red Star Macalline Shibo Furniture Hall Co., Ltd. (hereinafter referred to as Red Star Macalline)

Company controlled by the effective controller of the shareholder entity

  • Shenzhen Pingan Dahua Huitong Wealth Management Co., Ltd. (hereinafter referred to as Pingan Dahua)

Company controlled by the controlling shareholder of the shareholder entity

  • (II) Connected transactions

  • Purchase and sale of commodities, and provision and acceptance of labor service

  • (1) Details

  • 1) Purchase of commodities and acceptance of labor service

Amount in the Content of connected Amount in the same period of Connected party transaction current period preceding year China Sciences Group Acceptance of labor service 23,330,316.34 Zhanhe Agriculture Purchase of commodities 58,000.00

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • 2) Sale of commodities and provision of labor service
Amount in the
Content of connected Amount in the same period of
Connected party transaction current period preceding year
China Sciences Group Provision of labor service 425,629.70 786,550.20
Zhanhe Agriculture Provision of labor service 1,324,681.28
USUM Investment Group Provision of labor service 197,991.38 4,515,572.47
Jinke Xinhaihui [note] Provision of labor service 3,462.00
Wujiang Jinke Yangzi Provision of labor service 3,641,406.43 2,488,015.65
Jinke Investment Sale of commodities and 33,537,999.00
provision of labor service
  • [Note] As the subsidiary Chongqing Jinke acquired effective control over Jinke Xinhaihui in the current period, Jinke Xinhaihui changed from a joint venture to a subsidiary incorporated in the scope of the consolidated financial statements as from May 2015. For details, please refer to the long-term equity investment in the notes to the consolidated financial statements in the Notes to the Financial Statements.

2. Rental with connected parties

Red Star Macalline rented in from the Company the Red Star Macalline Furniture Plaza with a floor area of 106,927.62 m[2] at No. 888 Xinnan Road, Tiangongdian Street, Yubei District, Chongqing, with a rental term from 1 July 2006 to 31 December 2026, and the rental revenue generated by the Company in the current period was RMB39,685,886.52.

  1. Guarantee with connected parties

  2. (1) Details

  3. 1) The Company and subsidiaries as the guaranteed parties

Whether the
Guaranteed Commencement guarantee has
Guarantor amount date Maturity date been fulfilled
Jinke Investment, Huang Hongyun 140,000,000.00 2014-6-18 2017-5-18 No
Jinke Investment, Huang Hongyun 300,000,000.00 2014-5-20 2017-5-18 No
Jinke Investment, Huang Hongyun 150,000,000.00 2013-9-18 2015-9-16 No
Jinke Investment 40,000,000.00 2014-1-27 2015-12-28 No
Jinke Investment 32,000,000.00 2014-3-27 2015-1-15 No
Jinke Investment 36,000,000.00 2014-5-23 2015-7-30 No
Jinke Investment 33,000,000.00 2014-10-13 2015-12-28 No

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Whether the
Guaranteed Commencement guarantee has
Guarantor amount date Maturity date been fulfilled
Jinke Investment 30,000,000.00 2014-11-27 2016-9-22 No
Jinke Investment, Huang Hongyun, 480,000,000.00 2014-3-28 2016-3-27 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 300,000,000.00 2013-3-29 2015-3-29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 430,000,000.00 2013-9-27 2018-9-28 No
Tao Hongxia
Huang Hongyun, Tao Hongxia 300,000,000.00 2014-8-29 2015-8-28 No
Huang Hongyun, Tao Hongxia 1,000,000,000.00 2014-8-29 2016-8-28 No
Jinke Investment 150,000,000.00 2013-3-21 2015-3-4 No
Jinke Investment 100,000,000.00 2013-3-22 2015-3-4 No
Jinke Investment 27,000,000.00 2013-1-11 2015-1-8 No
Jinke Investment, Huang Hongyun, 5,000,000.00 2013-10-14 2016-9-29 No
Tao Hongxia [note]
Jinke Investment, Huang Hongyun, 50,000,000.00 2014-4-30 2016-9-29 No
Tao Hongxia [note]
Jinke Investment, Huang Hongyun, 255,000,000.00 2014-7-1 2016-9-29 No
Tao Hongxia [note]
Jinke Investment, Huang Hongyun, 80,000,000.00 2014-7-2 2016-9-29 No
Tao Hongxia [note]
Jinke Investment, Huang Hongyun, 10,000,000.00 2014-1-16 2016-9-29 No
Tao Hongxia [note]
Jinke Investment 400,000,000.00 2014-4-21 2016-6-20 No
Jinke Investment, Huang Hongyun, 300,000,000.00 2013-7-30 2015-7-29 No
Tao Hongxia
Jinke Investment 399,900,000.00 2013-2-28 2015-2-27 No
Jinke Investment, Huang Hongyun, 252,800,000.00 2014-8-8 2016-8-7 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 147,600,000.00 2014-8-22 2016-8-21 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 300,000,000.00 2014-7-28 2016-7-27 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 70,700,000.00 2014-9-5 2016-6-4 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 31,700,000.00 2014-8-28 2016-8-27 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 216,300,000.00 2014-8-29 2016-2-28 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 200,000,000.00 2014-7-28 2016-7-27 No
Tao Hongxia

— 137 —

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Whether the
Guaranteed Commencement guarantee has
Guarantor amount date Maturity date been fulfilled
Jinke Investment, Huang Hongyun, 114,000,000.00 2014-9-19 2016-9-18 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 197,600,000.00 2014-10-17 2016-7-16 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 176,800,000.00 2014-9-26 2016-3-25 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 200,000,000.00 2014-10-13 2016-7-12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 80,000,000.00 2014-10-13 2016-10-12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 228,200,000.00 2014-5-29 2016-2-29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 277,500,000.00 2014-6-20 2016-2-29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 100,000,000.00 2014-7-10 2016-2-29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 400,000,000.00 2014-7-18 2016-7-17 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 319,200,000.00 2014-7-17 2016-2-29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 283,700,000.00 2014-7-24 2016-2-29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 135,600,000.00 2014-8-25 2016-7-17 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 126,500,000.00 2014-8-28 2016-7-17 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 159,400,000.00 2014-9-17 2016-7-17 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 50,000,000.00 2014-4-29 2015-4-29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 450,000,000.00 2014-4-29 2016-4-29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 399,770,000.00 2014-1-8 2016-1-8 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 299,720,000.00 2014-1-13 2016-1-13 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 299,770,000.00 2014-1-17 2016-1-17 No
Tao Hongxia
Jinke Investment 439,900,000.00 2014-5-30 2016-5-30 No
Jinke Investment 60,100,000.00 2014-7-21 2016-7-21 No

— 138 —

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Whether the
Guaranteed Commencement guarantee has
Guarantor amount date Maturity date been fulfilled
Jinke Investment, Huang Hongyun, 130,120,000.00 2014-4-3 2016-4-3 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 169,880,000.00 2014-4-22 2016-4-22 No
Tao Hongxia
Jinke Investment, Huang Hongyun 150,000,000.00 2014-1-10 2015-7-9 No
Jinke Investment, Huang Hongyun, 100,000,000.00 2014-5-27 2016-5-27 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 8,000,000.00 2014-7-21 2016-7-21 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 500,000,000.00 2014-5-15 2016-5-14 No
Tao Hongxia
Huang Hongyun 400,000,000.00 2014-7-18 2016-7-18 No
Jinke Investment, Huang Hongyun, 197,000,000.00 2014-7-16 2016-7-15 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 163,300,000.00 2014-7-25 2016-7-24 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 199,500,000.00 2014-8-6 2016-8-5 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 171,500,000.00 2014-8-13 2016-8-12 No
Tao Hongxia
Huang Hongyun, Tao Hongxia 140,000,000.00 2013-2-28 2015-2-28 No
Jinke Investment 440,000,000.00 2013-9-24 2015-9-24 No
Huang Hongyun, Tao Hongxia 400,000,000.00 2013-9-26 2015-9-25 No
Jinke Investment, Huang Hongyun, 800,000,000.00 2014-3-20 2016-3-20 No
Tao Hongxia
Huang Hongyun, Tao Hongxia 300,000,000.00 2014-6-26 2016-6-25 No
Jinke Investment, Huang Hongyun, 200,000,000.00 2013-12-9 2015-12-9 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 100,000,000.00 2014-1-23 2015-1-22 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 50,000,000.00 2014-6-24 2015-6-23 No
Tao Hongxia
Jinke Investment 50,000,000.00 2014-2-14 2015-2-14 No
Jinke Investment 130,000,000.00 2014-1-20 2015-1-29 No
Jinke Investment, Huang Hongyun, 200,000,000.00 2014-1-23 2015-1-22 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 100,000,000.00 2014-6-24 2015-6-23 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 150,000,000.00 2014-6-24 2015-6-23 No
Tao Hongxia

— 139 —

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FINANCIAL INFORMATION OF JINKE PROPERTY

Whether the
Guaranteed Commencement guarantee has
Guarantor amount date Maturity date been fulfilled
Jinke Investment, Huang Hongyun, 100,000,000.00 2014-6-25 2015-6-24 No
Tao Hongxia
Jinke Investment, Huang Hongyun 490,000,000.00 2014-4-30 2016-4-28 No
Jinke Investment, Huang Hongyun, 100,000,000.00 2014-3-12 2017-3-12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 200,000,000.00 2014-3-24 2017-3-12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 20,000,000.00 2014-4-30 2017-3-12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 40,000,000.00 2014-4-30 2017-3-12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 60,000,000.00 2014-5-30 2017-3-12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 20,000,000.00 2014-6-24 2017-3-12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 40,000,000.00 2014-7-25 2017-3-12 No
Tao Hongxia
Jinke Investment, Huang Hongyun 26,000,000.00 2014-7-3 2015-1-3 No
Jinke Investment, Huang Hongyun 30,000,000.00 2014-8-26 2015-2-26 No
Jinke Investment, Huang Hongyun, 70,000,000.00 2014-7-3 2015-1-3 No
Tao Hongxia
Jinke Investment 100,000,000.00 2014-8-13 2015-2-13 No
Jinke Investment, Huang Hongyun, 50,000,000.00 2014-8-13 2015-2-13 No
Tao Hongxia
Jinke Investment, Huang Hongyun 50,000,000.00 2014-8-14 2015-2-14 No
Jinke Investment, Huang Hongyun 24,000,000.00 2014-7-3 2015-1-3 No
Jinke Investment 50,000,000.00 2014-8-11 2015-2-11 No
Jinke Investment, Huang Hongyun, 40,000,000.00 2014-8-6 2015-2-6 No
Tao Hongxia
Jinke Investment, Huang Hongyun 180,000,000.00 2014-9-10 2015-3-10 No
Jinke Investment, Huang Hongyun 180,000,000.00 2014-9-12 2015-3-12 No
Jinke Investment, Huang Hongyun, 185,000,000.00 2013-4-2 2015-4-3 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 400,000,000.00 2014-2-15 2016-2-14 No
Tao Hongxia

[Note] In the meantime, the Company’s controlling shareholder Jinke Investment pledged its 50 million tradable shares of the Company with sale limitations.

— 140 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) In the current period, the Company’s controlling shareholder Jinke Investment and effective controllers Huang Hongyun and Tao Hongxia provided guarantee for the Company’s financing. The two companies, according to market practice and the extent of risk of several or joint provision of guarantee, negotiated that the guarantee fee should be paid at a guarantee fee rate not more than 1%. In the current period, the Company settled and paid a financing guarantee fee of RMB25 million to Jinke Investment on a cumulative basis.

  • Call loans with connected parties

  • (1) According to the loan agreements severally signed by the Company and subsidiaries thereof with the controlling shareholder Jinke Investment, Jinke Investment provided credit loans to the Company and subsidiaries thereof, by charging capital occupation fees at an annual interest rate of 10.90%. In the current period, the Company and subsidiaries thereof cumulatively paid the loan principal of RMB222 million and settled the capital occupation fee of RMB5,444,300 payable to Jinke Investment and paid the capital occupation fee of RMB9,081,500. As at 31 December 2014, the call loan principal of the Company and subsidiaries thereof with Jinke Investment and relevant capital occupation fees had been settled.

  • (2) According to the financing leasing contract signed by the subsidiary Qingke Trading and Chongqing Yinhai Finance Leasing Co., Ltd. (hereinafter referred to as Yinhai Finance Leasing), Qingke Trading borrowed RMB200 million from Yinhai Finance Leasing through financing, with a contract period of two years and the annual comprehensive capital cost of 9.90%. The capital occupation fee payable to Yinhai Finance Leasing as settled in the current period was RMB18,839,600, and the capital occupation fee of RMB18,839,600 was paid; Qingke Trading cumulatively paid the call loan principal of RMB15 million. The Company’s controlling shareholder Jinke Investment and its effective controller Huang Hongyun provided a guarantee with joint liability for the call loan.

According to the Entrusted Loan Contract of Bank of Chongqing signed by the Company, Yinhai Finance Leasing and the Business Department of Bank of Chongqing Co., Ltd. (hereinafter referred to as Business Department of Bank of Chongqing), Yinhai Finance Leasing provided the Company with an entrusted loan of RMB150 million through the Business Department of Bank of Chongqing, with a contract period of 18 months and the annual comprehensive capital cost of 9.95%. The interest for the entrusted loan payable to Yinhai Finance Leasing as settled in the current period was RMB16,551,800, and the interest for the entrusted loan of RMB16,391,300 was paid. The Company’s controlling shareholder Jinke Investment and its effective controller Huang Hongyun provided a guarantee with joint liability for the entrusted loan.

  • (3) Wujiang Jinke Yangzi was no longer incorporated in the scope of the consolidated financial statements as from November 2013 and changed from a subsidiary incorporated in the scope of the consolidated financial statements to an associated enterprise. According to the Supplemental Agreement on Project Cooperative Development signed by the subsidiary Jiangyin Jinke Real Estate Development Co., Ltd. (hereinafter referred to as Jiangyin Jinke), Jiangsu Hengyuan Real Estate Development Co., Ltd. (hereinafter referred to as Jiangsu Hengyuan) and Wujiang Jinke Yangzi, Jiangyin Jinke provided a loan of RMB296 million to Wujiang Jinke Yangzi (before

— 141 —

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FINANCIAL INFORMATION OF JINKE PROPERTY

December 2011), by charging capital occupation fees at an annual interest rate of 7%. In the current period, Jiangyin Jinke received the loan principal of RMB296 million paid by Wujiang Jinke Yangzi, and the capital occupation fee receivable but unpaid in the current period was RMB16,460,900.

  • (4) According to the Cooperative Development Agreement signed by the subsidiary Chengdu Jinke Real Estate Development Co., Ltd. and USUM Investment Group, USUM Investment Group provided, as per the shareholding percentage, RMB105 million shareholders’ loan to Neijiang Jinke Hongjun Real Estate Development Co., Ltd. (hereinafter referred to as Neijiang Hongjun), by charging capital occupation fees at an annual interest rate of 12%. Neijiang Hongjun should pay a total capital occupation fee of RMB14,194,000 to USUM Investment Group.

  • (5) According to the Cooperation Framework Agreement signed by the Company, Jinke Xinhaihui and Pingan Dahua, Pingan Dahua set up the special assets management scheme to raise funds in installments and entrusted the Business Department of Chongqing Rural Commercial Bank Co., Ltd. (hereinafter referred to as Chongqing Rural Commercial Bank) to issue the proceeds as entrusted loans to Jinke Xinhaihui in installments, and the loan amount should not exceed RMB780 million (subject to the amount actually issued), with a loan period of 24 months calculated as from the date of setup and the annual comprehensive capital cost of not more than 9%; the exceeding part (i.e. 3.50%) should be fully borne by the minority shareholders of Jinke Xinhaihui. As at 31 December 2014, Chongqing Rural Commercial Bank had cumulatively issued entrusted loans totaling RMB731.3 million to Jinke Xinhaihui as entrusted by Pingan Dahua. The Company’s controlling shareholder Jinke Investment and its effective controllers Huang Hongyun and his wife Tao Hongxia provided a guarantee with joint liability for the entrusted loans, and the minority shareholders of Jinke Xinhaihui provided counter-guarantee with their combined 49% equity in Jinke Xinhaihui.

According to the Cooperation Framework Agreement signed by the Company and relevant subsidiaries and Pingan Dahua, Pingan Dahua set up the special assets management scheme to raise funds in installments and entrusted Chongqing Rural Commercial Bank to issue the proceeds as entrusted loans to the Company in two installments, and the loan amount should not exceed RMB2,500 million (subject to the amount actually issued), with the first installment loan period of 21 months and second installment loan period of 24 month and the annual comprehensive capital cost of 11.45%. As at 31 December 2014, Chongqing Rural Commercial Bank had cumulatively issued entrusted loans totaling RMB2,030.1 million to the Company as entrusted by Pingan Dahua. The Company’s controlling shareholder Jinke Investment and its effective controllers Huang Hongyun and his wife Tao Hongxia provided a guarantee with joint liability for the entrusted loans.

According to the Cooperation Framework Agreement signed by the Company and Pingan Dahua, Pingan Dahua set up the special assets management scheme to raise funds in installments and entrusted Chengdu Century Chaoyang Subbranch of China Merchants Bank Co., Ltd. (hereinafter referred to as Chaoyang Subbranch of CMBC) to issue the proceeds as entrusted loans to the Company in eight installments, and the loan amount should not exceed RMB2,000 million (subject to the amount actually issued), with the first to fourth installment loan periods of 24 months each, five to six installment loan periods of 21 months each, and seven to eight installment loan periods of 18 months each and the annual comprehensive capital cost of 11.45%. As at 31 December 2014, Chaoyang

— 142 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Subbranch of CMBC had cumulatively issued entrusted loans totaling RMB1,987.5 million to the Company as entrusted by Pingan Dahua. The Company’s controlling shareholder Jinke Investment and its effective controllers Huang Hongyun and his wife Tao Hongxia provided a guarantee with joint liability for the entrusted loans.

5. Fulfillment of commitments by connected parties

According to the Agreement and the Supplemental Agreement signed by the company (formerly Chongqing Jinke Industrial (Group) Co., Ltd.) and Chongqing Jiayihua Technology Industrial Co., Ltd. (hereinafter referred to as Jiayihua Company), the company cumulatively paid Jiayihua Company RMB300 million as cooperation funds for land reclamation. The company recovered RMB110 million in 2011 and RMB80 million in the first half of 2014. As at 21 September 2014, the remaining debt was RMB110 million. Jinke Investment, and Huang Hongyun and Tao Hongxia severally issued the Commitment Regarding Risks from Recovering Receivables from Chongqing Jiayihua Technology Industrial Co., Ltd. and the Supplemental Commitment in 2009 when the Company merged with material assets of Chongqing Industrial (Group) Co., Ltd. with new shares and in 2012, and if before 23 September 2014 the company could not recover or fully recover the aforesaid cooperation funds for land reclamation, the resulting losses and relevant expenses should be jointly borne by Jinke Investment, Huang Hongyun and Tao Hongxia unconditionally and be paid to the company within 10 workdays after the expiry date. On 22 September 2014, the Company received the aforesaid remaining debt of RMB110 million paid by Jinke Investment to fulfill its commitment.

(III) Receivables from and payables to the connected parties

1. Receivables from the connected parties

Item name
Connected party
Accounts receivable
Jinke Investment
China Sciences Group
USUM Investment
Group
Jinke Xinhaihui [note]
Wujiang Jinke Yangzi
Subtotal
Other receivables
Jinke Xinhaihui [note]
Wujiang Jinke Yangzi
Subtotal
Amount at the end of the
period
Book balance
Provision for
bad debts
3,249.00
32.49
158,927.90
1,589.28
94,662.38
946.62


5,542,025.35
147,297.93
5,798,864.63
149,866.32


64,782,542.26
3,233,742.54
64,782,542.26
3,233,742.54
Amount at the end of the
period
Book balance
Provision for
bad debts
3,249.00
32.49
158,927.90
1,589.28
94,662.38
946.62


5,542,025.35
147,297.93
5,798,864.63
149,866.32


64,782,542.26
3,233,742.54
64,782,542.26
3,233,742.54
Amount at the beginning of
the period
Book balance
Provision for
bad debts


56,754.90
567.55
1,613,777.00
16,137.77
3,462.00
34.62
11,349,530.25
113,495.30
13,023,524.15
130,235.24
200,000.00
2,000.00
345,187,468.41
3,451,874.68
345,387,468.41
3,453,874.68
Amount at the beginning of
the period
Book balance
Provision for
bad debts


56,754.90
567.55
1,613,777.00
16,137.77
3,462.00
34.62
11,349,530.25
113,495.30
13,023,524.15
130,235.24
200,000.00
2,000.00
345,187,468.41
3,451,874.68
345,387,468.41
3,453,874.68

3,233,742.54
3,233,742.54
2,000.00
3,451,874.68
3,453,874.68

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FINANCIAL INFORMATION OF JINKE PROPERTY

[Note] As the subsidiary Chongqing Jinke acquired the effective control over Jinke Xinhaihui in the current period, Jinke Xinhaihui changed from a joint venture to a subsidiary incorporated in the scope of the consolidated financial statements as from May 2015. For details, please refer to the long-term equity investment in the notes to the consolidated financial statements in the Notes to the Financial Statements.

2. Payables to the connected parties

Amount at the
Amount at the end beginning of the
Item name Connected party of the period period
Accounts payable
Shenlong Construction 1,306.67 480,584.57
China Sciences Group 36,145,907.62 39,244,449.10
Jianglong Construction 18,642,496.87 18,526,373.78
Zhanhe Agriculture 161,736.63 161,736.63
Subtotal 54,951,447.79 58,413,144.08
Advance receipts
China Sciences Group 1,335,455.00 1,335,455.00
Subtotal 1,335,455.00 1,335,455.00
Other payables
Jinke Investment 225,637,191.89
China Sciences Group 324,694.00 324,694.00
USUM Investment Group 117,898,000.00 150,027,967.69
Subtotal 118,222,694.00 375,989,853.58

XII. Commitments and contingencies

(I) Important commitments

As at 31 December 2014, the expenditure of agreed capital projects for which the Company has signed relevant contracts (mainly contracts on external investment, purchase and construction of long-term assets and land contracts) but did not make the payment totalled RMB3,912,735,700, which will be paid in several years when the other parties fulfill their responsibilities and obligations stipulated in the contracts. Details are as follows:

Unit: RMB’0,000
Item Contract amount Amount paid
Contract on external investment 70,000.00 32,000.00

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Item Contract amount Amount paid
Contract on purchase and construction of long-term assets 136,000.00 21,314.95
Land contract 568,766.60 330,178.08
Total 774,766.60 383,493.03
  • (II) Contingencies

  • Other contingencies: it is a common practice for the Company and its subsidiaries to provide mortgage-backed guarantee for purchasers of commodity housing. Such guarantee is periodic and the guarantee period starts from the date of entry into force of the guarantee contract to the date when the purchaser of commodity housing obtains the Property Ownership Certificate , completes mortgage registration formalities and gives the Property Ownership Certificate to the bank. As at 31 December 2014, the periodic guarantee amount of the Company and its subsidiaries tallied RMB5366,045,400, and the amount paid for bearing the periodic joint-and-several guarantee liability reached RMB30,131,700. The Company and its subsidiaries has assessed the impact of relevant guarantee risks on the financial statements, has taken active measures to pursue recovery, and has made corresponding provision for bad debts in the reporting period.

XIII. Events subsequent to balance sheet date

  • (I) Important non-adjusting events
Influence
number of Reason of
financial inability to
position and estimate the
operating influence
Item Content results number
New The subsidiary Jinke Industrial Investment Not applicable Not applicable
establishment Development Company Limited, Hunan
Jingchao Group Co., Ltd. and Dalian Science
& Technology Town Development Co., Ltd.
jointly funded Hunan Jinke Yida Industrial
Development Co., Ltd. The registered capital
of the company was RMB100 million, with
RMB50 million (50% stake) contributed by
Jinke Industrial Investment Development
Company Limited. The company obtained the
business license (registration No.
430000000117905) on 5 January 2015.

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APPENDIX II

Item Content

Influence number of Reason of financial inability to position and estimate the operating influence results number

The subsidiary Chongqing Jinke Culture and Not applicable Not applicable Tourism Investment Co., Ltd. funded Suining Jinke Dongjun Real Estate Development Co., Ltd., with an investment of RMB50 million. The registered capital of the company was RMB50 million, so Chongqing Jinke Culture and Tourism Investment Co., Ltd. has 100% stake in the company. The company obtained the business license (registration No.: 510900000072367) on 30 January 2015.

The subsidiary Hunan Jinke Yida Industrial Not applicable Not applicable Development Co., Ltd. funded Changsha Jingke Real Estate Co., Ltd., with an investment of RMB10 million. The registered capital of the company was RMB10 million, so Hunan Jinke Yida Industrial Development Co., Ltd. has 100% stake in the company. The company obtained the business license (registration No.: 430194000016914) on 29 January 2015.

The subsidiary Shandong Baijun Real Estate Not applicable Not applicable Development Co., Ltd. funded Qingdao Yuhua Jinke Real Estate Development Co., Ltd., with an investment of RMB10 million. The registered capital of the company was RMB10 million, so Shandong Baijun Real Estate Development Co., Ltd. has 100% stake in the company. The company obtained the business license (registration No.: 370203230202013 ) on 9 March 2015.

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APPENDIX II

Influence
number of Reason of
financial inability to
position and estimate the
operating influence
Item Content results number
Land acquisition According to the Sales Confirmation, on 21 Not applicable Not applicable
January 2015, the subsidiary Hunan Jinke Yida
Industrial Development Co., Ltd. won the
right to use the land (Jing Wang Gua [2014]
No. 162 and 163 of Changsha Land &
Resources Bureau) with a total area of
333,998.40 m2 in Changsha County, Changsha
City, Hunan Province, at the price of
RMB352,810,000.
According to the Sales Confirmation (Qing Tu Not applicable Not applicable
Jiao Zi [2015] No. 5), in January 2015, the
subsidiary Shandong Baijun Real Estate
Development Co., Ltd. won the right to use
the land with a total area of 65,239.40 m2 in
No. 141 Ruichang Road, Shibei District,
Qingdao City, Shandong Province, at the price
of RMB960,746,000.
Important Upon deliberation and approval by the 10th Not applicable Not applicable
financing extraordinary general meeting 2014 of the
Company held on 25 December 2014, the
Company and Minsheng Royal Asset
Management Co., Ltd. (hereinafter referred to
as “Minsheng Royal”) signed the Entrusted
Loan Agreement. Minsheng Royal worked out
a special asset management plan to raise funds
and grant loans to the Company. The loans
amounted to RMB1.4 billion without a fixed
term. The Company has received the aforesaid
loans of RMB1.4 billion on 13 February 2015.

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APPENDIX II

Influence number of Reason of financial inability to position and estimate the operating influence Item Content results number Asset transfer In November 2014, according to the Equity Not applicable Not applicable with Transfer Agreement signed by the subsidiary connected Wuxi Jiarun and Chongqing Zhongke Holding parties Co., Ltd. (hereinafter referred to as Zhongke Holding), Wuxi Jiarun transferred its 47.62% equity in Zhanhe Agriculture to Zhongke Holding at the price of RMB59.9 million. Wuxi Jiarun received all the payment for the equity transfer from Zhongke Holding in February 2015, and completed relevant equity transfer formalities with the industrial and commercial administration in February 2015.

(II) Profit distribution after the balance sheet date

Profits or dividends to be Based on the existing share capital recorded on 31 December distributed and capital reserve 2014, the Company plans to issue 14 new shares for every 10 converted into capital shares to all shareholders through funding from its capital reserve, allot 6 shares of bonus shares for every 10 shares to all the shareholders with undistributed profits, and distribute cash dividends of RMB206,781,007.65

  • Profits or dividends declared None upon approval

  • [Note] The Company’s controlling shareholder Jinke Investment and effective controllers Huang Hongyun and his wife Tao Hongxia committed that they will vote in favour of the aforesaid advance scheme on 2014 profit distribution and transfer of capital reserves into paid-in capital at the annual general meeting 2014 of the Company.

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APPENDIX II

XIII.Other important issues

  • (I) Information about segments

1. Determination basis and accounting policies of reporting segment

The Company determines business segments based on the internal organizational structure, management requirements, and internal reporting system. The business segments of the Company refer to the constituent parts meeting the following conditions at the same time:

  • (1) They can generate revenues and incur expenses in the daily activities;

  • (2) The management can regularly evaluate their operating results to determine their allocation of resources and assess their performances;

  • (3) Their financial position, operating results, cash flow and other relevant accounting information can be obtained through analysis. The Company determines the reporting segment based on the industrial segment, and distributes the commonly used assets and liabilities among segments according to their scale.

2. Financial information of reporting segment

Industrial segment

Unit: RMB’0,000

Doors &
Real estate Property Hotel Landscaping windows
Item sales management operation engineering engineering
Operating revenue 1,605,068.38 45,582.73 14,759.55 46,225.21 10,564.30
Including: Revenue from main
businesses 1,582,621.38 43,457.83 14,543.59 46,219.52 10,451.59
Operating cost 1,228,544.88 34,830.55 3,582.22 47,717.13 9,394.50
Including: Cost of main
businesses 1,219,329.20 34,830.55 3,579.48 47,717.13 9,394.50
Total assets 14,996,736.07 57,736.50 90,813.41 330,848.49 151,159.93
Total liabilities 11,845,996.45 37,879.47 71,956.45 317,157.37 145,655.10

— 149 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Doors &
Sales of real Property Hotel Landscaping windows
Item property management operation engineering engineering
Operating revenue 5,137.35 171,948.65 -166,935.44 1,732,350.73
Including: Revenue from main
businesses 5,137.35 170,683.80 -165,907.47 1,707,207.59
Operating cost 4,752.92 165,565.29 -160,721.64 1,333,665.85
Including: Cost of main
businesses 4,752.92 165,565.29 -159,985.58 1,325,183.49
Total assets 491,627.59 962,191.73 197,915.00 -9,072,448.05 8,206,580.67
Total liabilities 478,162.02 926,795.99 186,346.79 -7,119,990.00 6,889,959.64
  • (II) Other important transactions and events that have an impact on investor’s decision-making

1. Pledge of shareholders’ equity

As at 31 December 2014, the pledge and freezing of the Company’s shares are as follows:

Number of Freezing Freezing
Name of shareholder **shares frozen ** Name of pledgee type time
Chongqing Jinke Investment 57,388,810.00 Dongxing Securities Co., Pledge 2014-8-4
Holdings (Group) Co., Ltd. Ltd.
Chongqing Jinke Investment 50,000,000.00 Industrial and Pledge 2013-9-26
Holdings (Group) Co., Ltd. Commercial Bank of
China Limited,
Chongqing Yubei
Sub-branch
Chongqing Jinke Investment 39,432,855.00 Guosen Securities Co., Pledge 2014-6-25
Holdings (Group) Co., Ltd. Ltd.
Huang Yifeng 35,000,000.00 Chongqing International Pledge 2013-3-20
Trust Co., Ltd.
Wang Xiaoqin 26,750,000.00 Chongqing International Pledge 2013-4-19
Trust Co., Ltd.
Chongqing Jinke Investment 25,129,396.00 Guosen Securities Co., Pledge 2014-6-25
Holdings (Group) Co., Ltd. Ltd.
Chongqing Jinke Investment 17,600,000.00 Guosen Securities Co., Pledge 2014-11-6
Holdings (Group) Co., Ltd. Ltd.

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FINANCIAL INFORMATION OF JINKE PROPERTY

Number of Freezing Freezing
Name of shareholder **shares frozen ** Name of pledgee type time
Chongqing Jinke Investment 15,000,000.00 Guosen Securities Co., Pledge 2014-12-1
Holdings (Group) Co., Ltd. Ltd.
Huang Yifeng 12,240,000.00 Chongqing International Pledge 2013-4-19
Trust Co., Ltd.
Huang Sishi 8,179,860.00 Dongxing Securities Co., Pledge 2014-9-26
Ltd.
Huang Xingshun 5,877,750.00 Dongxing Securities Co., Pledge 2014-9-26
Ltd.
Xia Xue 1,964,744.00 Chongqing Cultural Pledge 2013-11-18
Industry Financing
Guarantee Co., Ltd.
Jiang Sihai 1,216,175.00 Dongxing Securities Co., Pledge 2014-9-26
Ltd.
Fu Xiaowen 1,160,000.00 Guosen Securities Co., Pledge 2014-11-10
Ltd.
Chen Changfeng 1,028,610.00 Dongxing Securities Co., Pledge 2014-9-26
Ltd.
Zong Shusheng 994,350.00 Dongxing Securities Co., Pledge 2014-9-26
Ltd.
Luo Licheng 691,214.00 Dongxing Securities Co., Pledge 2014-9-26
Ltd.
Jiang Sihai 654,915.00 Dongxing Securities Co., Pledge 2014-9-26
Ltd.
Zong Shusheng 573,050.00 Dongxing Securities Co., Pledge 2014-9-26
Ltd.
Nie Ming 568,000.00 Guosen Securities Co., Pledge 2013-11-27
Ltd.
Nie Ming 460,000.00 Guosen Securities Co., Pledge 2014-11-24
Ltd.
Luo Licheng 376,576.00 Dongxing Securities Co., Pledge 2014-9-26
Ltd.

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APPENDIX II FINANCIAL INFORMATION OF JINKE PROPERTY

Number of Freezing Freezing
Name of shareholder **shares frozen ** Name of pledgee type time
Chen Hong 360,000.00 Guosen Securities Co., Pledge 2014-11-24
Ltd.
Chen Hong 330,000.00 Guosen Securities Co., Pledge 2014-12-16
Ltd.
Nie Ming 151,988.00 Guosen Securities Co., Pledge 2014-12-30
Ltd.
Nie Ming 135,000.00 Guosen Securities Co., Pledge 2014-6-20
Ltd.
He Bili 134,000.00 Soochow Securities Co., Pledge 2014-10-27
Ltd.
Xiang Bo 98,245.00 Chengdu Jinjiang District Judicial 2014-8-21
People’s Court
Xiang Bo 65,496.00 Chengdu Jinjiang District Judicial 2014-7-4
People’s Court
Dou Zhao 60,000.00 Guotai Junan Securities Pledge 2014-11-13
Co., Ltd.
Peng Yanzhao 36,200.00 Hustai Securities Co., Pledge 2014-12-31
Ltd.
Jiang Huichao 30,900.00 Soochow Securities Co., Pledge 2014-12-30
Ltd.
Su Cailong 25,000.00 Everbright Securities Co. Pledge 2014-12-2
Ltd.
Nie Ming 20,000.00 Guosen Securities Co., Pledge 2014-1-9
Ltd.
Ningbo 12,900.00 Guotai Junan Securities Pledge 2014-12-30
Co., Ltd.
Su Jiquan 9,400.00 Everbright Securities Co. Pledge 2014-12-2
Ltd.
Yang Yuanming 9,400.00 Hustai Securities Co., Pledge 2014-12-8
Ltd.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Number of Freezing Freezing
Name of shareholder **shares frozen ** Name of pledgee type time
Dong Wensheng 9,000.00 Ping An Securities Pledge 2014-12-30
Limited
Han Qingsheng 3,800.00 Hustai Securities Co., Pledge 2014-12-31
Ltd.
Pu Yi 2,997.00 Guosen Securities Co., Pledge 2014-12-30
Ltd.
Deng Xianfeng 1,900.00 Guotai Junan Securities Pledge 2014-12-30
Co., Ltd.
Chen Boan 1,000.00 Zhongshan Securities Co., Pledge 2014-12-31
Ltd.
Chen Boan 500.00 Zhongshan Securities Co., Pledge 2014-12-30
Ltd.
Wen Qing 10.00 Xi’an Municipal Public Judicial 2014-9-10
Security Bureau
  1. According to the Proposal for Construction Project Site (Xuan Zi Di No. 650000201100612) issued by the Department of Housing & Urban-Rural Development of Xinjiang Uygur Autonomous Region, for the construction of the sixth Wind Farm (200 MW) project in Yandun, Hami, the subsidiary Xinjiang Huaran is approved to permanently acquire land of 349,153 m[2] . The said land is a state-owned land unused. On 29 September 2014, Xinjiang Huaran obtained the Temporary Land Use Permit from the Department of Land and Resources of Xinjiang Uygur Autonomous Region, which should be valid from 26 September 2014 to 25 September 2015. As at 31 December 2014, the application for the certificate of title of the aforesaid land was underway.

  2. According to the Letter of Xinjiang Electric Power Regulatory Office of the State Electricity Regulatory Commission on the Application for Electric Power Business License by Xinjiang Huaran Oriental New Energy Co., Ltd. (Xin Dian Jian Zi Han [2013] No. 158), relevant information provided by the subsidiary Xinjiang Huaran about No. A1-A100 generators (installed capacity of 100*2MW) in the Wind Farm (200 MW) project in Yandun, Hami has passed the preliminary examination.

  3. The on-grid tariff of the subsidiary Xinjiang Huaran’s Wind Farm (200 MW) project in Yandun, Hami is RMB0.58/kWh (tax included), specifically including the RMB0.25/kWh (tax included) purchase price, which is the local benchmark tariff for on-grid power generated by coal-fired generators using desulphurization approved or confirmed by competent price department of the government, and the RMB0.33/kWh (tax included) on-grid tariff of renewable energy power price surcharges. According to the Notice of the Ministry of Finance, National Development and

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FINANCIAL INFORMATION OF JINKE PROPERTY

Reform Commission, and National Energy Administration on Issuing the (Cai Jian [2012] No. 102), the state provides subsidies for on-grid electricity from renewable energy electricity generation projects in accordance with factors like on-grid tariff of renewable energy projects and benchmark tariff for coal-fired generators using desulphurization. The provincial grid enterprises and local independent grid enterprises should, in accordance with the grid-connected electricity generation projects and grid-connected projects included in the Catalogue of Additional Subsidies for Renewable Electricity Prices within the grid coverage at the corresponding level, file an application for subsidies and make a report to the Ministry of Finance, National Development and Reform Commission and National Energy Administration upon approval of local provincial finance, price and energy competent departments. As at 31 December 2014, Xinjiang Huaran was applying for access to the Catalogue of Additional Subsidies for Renewable Electricity Prices.

  1. Upon approval at the 42nd meeting of the 8th Board of Directors of the Company on 28 January 2014, the Company planned to publicly issue corporate bonds worth less than RMB3.8 billion (inclusive), with a fixed rate and a term of less than 10 years (inclusive). The proceeds from the current issuance of bonds minus the issue expenses will be used to adjust the corporate debt structure, add liquidity, and fund the project construction and potential merger & acquisition projects in the future. The above proposal was deliberated and approved by the Company on the 2nd extraordinary general meeting 2014 held on 13 February 2014. The Company obtained the Feedback Notice of Examining Administrative Licensing Project by the China Securities Regulatory Commission (No. 141008) on 2 February 2015.

On 16 March 2015, the Company received the notice from Essence Securities Co., Ltd. (hereinafter referred to as Essence Securities), the sponsor institution for the issuance of corporate bonds of the Company. The notice said that China Securities Regulatory Commission has issued the Decision on the Temporary Suspension of Sponsor Institution Qualification of Essence Securities Co., Ltd. Qualification for Three Months (Decision on Administrative Supervision Measures of CSRC [2015] No. 27), which decided to suspend Essence Securities’ sponsor institution qualification from 4 March 2015 to 3 June 2015. Due to the aforesaid decision, the examination of the Company’s issuance of corporate bonds is temporarily suspended.

  1. Upon approval at the 8th meeting of the 9th Board of Directors of the Company on 13 October 2014, the Company applied for registration and issuance (one time or many times) of medium-term notes of not more than RMB3.9 billion (inclusive) in the national interbank bond market. The proceeds will be used to adjust the corporate debt structure, add liquidity, repay the bank loan and fund the project construction. The above proposal was deliberated and approved by the Company on the 9th extraordinary general meeting 2014 held on 29 October 2014. On 31 October 2014, the Company submitted relevant application documents concerning issuance of the medium-term notes to the National Association of Financial Market Institutional Investors. As at 31 December 2014, matters relating to the current issuance of medium-term notes were still underway.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

XIV. Notes to major items in the financial statements of the parent company

  • (I) Notes to items in the balance sheet of the parent company

  • Accounts receivable

  • (1) Details

  • 1) Classified details

**Amount at ** **the end of the ** period
**Book ** balance **Provision for ** bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and for
which provision for bad debts is
withdrawn individually
Receivables for which provision is
withdrawn for bad debts in
portfolio by credit risks 13,406,522.73 100.00 180,222.00 1.34 13,226,300.73
Receivables whose amount is
insignificant individually but for
which provision for bad debts is
withdrawn individually
Total 13,406,522.73 100.00 180,222.00 1.34 13,226,300.73

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

**Amount ** **at the ** **beginning of ** the period
**Book ** balance **Provision for ** bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and for
which provision for bad debts is
withdrawn individually
Receivables for which provision is
withdrawn for bad debts in
portfolio by credit risks 770,226.41 100.00 303,623.25 39.42 466,603.16
Receivables whose amount is
insignificant individually but for
which provision for bad debts is
withdrawn individually
Total 770,226.41 100.00 303,623.25 39.42 466,603.16
  • 2) Accounts receivable for which provision is withdrawn for bad debts as per age analysis method in portfolio
**Amount at ** **the end of the ** period
Provision
withdrawal
Provision for percentage
Age Book balance bad debts (%)
Within 1 year 13,359,899.73 133,599.00 1.00
Over 5 years 46,623.00 46,623.00 100.00
Subtotal 13,406,522.73 180,222.00 1.34
  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

  • 1) The amount withdrawn for bad debts in the current period is -RMB123,401.25.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

2. Other receivables

  • (1) Details

1) Classified details

Amount at the end of the period Amount at the end of the period
Classification Book balance Provision for bad debts
Provision
withdrawal
Percentage percentage
Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and for
which provision for bad debts is
withdrawn individually
Receivables for which provision is
withdrawn for bad debts in
portfolio by credit risks 13,856,981,326.14 100.00 19,247,814.04 0.14 13,837,733,512.10
Receivables whose amount is
insignificant individually but for
which provision for bad debts is
withdrawn individually
Total 13,856,981,326.14 100.00 19,247,814.04 0.14 13,837,733,512.10
Amount at the beginning of the period
Classification Book balance Provision for bad debts
Provision
withdrawal
Percentage percentage
Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and for
which provision for bad debts is
withdrawn individually 190,000,000.00 1.02 3,000,000.00 1.58 187,000,000.00
Receivables for which provision is
withdrawn for bad debts in
portfolio by credit risks 18,412,757,536.67 98.98 14,482,913.76 0.08 18,398,274,622.91
Receivables whose amount is
insignificant individually but for
which provision for bad debts is
withdrawn individually
Total 18,602,757,536.67 100.00 17,482,913.76 0.09 18,585,274,622.91

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • 2) Other receivables for which provision is withdrawn for bad debts as per age analysis method in portfolio
Age
Within 1 year
1-2 years
2-3 years
3-4 years
Over 5 years
Subtotal
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage (%)
5,294,728.65
52,947.29
1.00
7,018,923.98
350,946.20
5.00
34,797,838.00
6,959,567.60
20.00
139,788.24
69,894.11
50.00
11,814,458.84
11,814,458.84
100.00
59,065,737.71
19,247,814.04
32.59
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage (%)
5,294,728.65
52,947.29
1.00
7,018,923.98
350,946.20
5.00
34,797,838.00
6,959,567.60
20.00
139,788.24
69,894.11
50.00
11,814,458.84
11,814,458.84
100.00
59,065,737.71
19,247,814.04
32.59
32.59
  • 3) Other receivables for which provision is withdrawn for bad debts as per other methods in portfolio

Portfolio name Amount at the end of the period

Combination of transactions with
connected parties in the
consolidation scope
Cash deposit portfolio
Subtotal
Book balance
Provision for
bad debts
Provision
withdrawal
percentage (%)
13,724,390,588.43


73,525,000.00


13,797,915,588.43

Book balance
Provision for
bad debts
Provision
withdrawal
percentage (%)
13,724,390,588.43


73,525,000.00


13,797,915,588.43

  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

  • 1) In the current period, the provision for bad debts withdrawn was RMB4,764,900.28, and the provision for bad debts recovered or reversed amounted to RMB3,000,000.00.

  • 2) Important provision for bad debts recovered or reversed in the current period

Amount recovered
Entity name or reversed Recovery mode
Chongqing Jiayihua Technology Industrial Co., Ltd. 3,000,000.00 [Note]
Subtotal 3,000,000.00

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • [Note] For details of the recovery mode, refer to the performance of commitments of connected parties in the connected parties and connected transactions in the Notes to the Financial Statements.

(3) Other receivables classified by payment properties

Payment properties
Amount at the end
of the period
Cash deposit
73,525,000.00
Land reclamation funds

Transactions with connected parties in the consolidation
scope
13,724,390,588.43
Others
59,065,737.71
Total
13,856,981,326.14
Amount at the
beginning of the
period
116,169,400.00
190,000,000.00
18,225,498,171.11
71,089,965.56
18,602,757,536.67
  • (4) Top five entities in amount of other receivables
Entity name
Payment properties
Chongqing New Start
Decorative Engineering Co.,
Ltd.
Transactions with
connected parties
Beijing Jinke Zhanhao Real
Estate Co., Ltd.
Transactions with
connected parties
Wuxi Jinke Real Estate
Development Co., Ltd.
Transactions with
connected parties
Chongqing Jinke Huimao Real
Estate Development Co., Ltd.
Transactions with
connected parties
Chengdu Jinke Real Estate
Development Co., Ltd.
Transactions with
connected parties
Subtotal
Book balance Age
Percentage
in balance
of other
receivables
(%)
Provision for
bad debts
1,977,353,891.23 Within 1 year
14.27

1,238,162,425.01 Within 1 year
8.94

1,017,653,711.74 Within 1 year
7.34

933,335,279.93 Within 1 year
6.74

841,366,989.17 Within 1 year
6.07

6,007,872,297.08
43.36

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Long-term equity investment

  2. (1) Details

**Amount at the end of the ** **Amount at the end of the ** period **Amount at the beginning of ** **Amount at the beginning of ** the period
Provision for Provision for
Item Book balance impairment Book value Book balance impairment Book value
Investment in
subsidiaries 11,063,059,070.41 11,063,059,070.41 7,259,826,240.22 7,259,826,240.22
Investment in
associated
enterprises and
joint ventures 89,578,777.34 89,578,777.34 87,887,647.22 87,887,647.22
Total 11,152,637,847.75 11,152,637,847.75 7,347,713,887.44 7,347,713,887.44
  • (2) Investment in subsidiaries
Provision
withdrawn for Provision for
Amount at the Increase in Decrease in Amount at impairment in impairment at
beginning of the the current the current the end of the current the end of the
Invested entity period period period the period period period
Shaanxi Haoyuefu Real
Estate Development Co.,
Ltd. 18,000,000.00 2,000,000.00 20,000,000.00
Shaanxi Jinrunda Real Estate
Development Co., Ltd. 102,000,000.00 102,000,000.00
Chongqing Jinke Property
Service Co., Ltd. 5,100,000.00 44,900,000.00 50,000,000.00
Jinke Industrial Investment
Development Company
Limited 500,000,000.00 500,000,000.00
Chengdu Jinke Real Estate
Development Co., Ltd. 269,500,273.09 269,500,273.09
Wuxi Jinke Real Estate
Development Co., Ltd. 625,429,734.00 625,429,734.00
Liuyang Jinke Real Estate
Co., Ltd. 45,000,000.00 45,000,000.00
Chongqing Jinke Kunhe
Investment Co., Ltd. 50,000,000.00 50,000,000.00
Chongqing Jinke Hotel Co.,
Ltd. 60,602,877.20 60,602,877.20
Wuxi Jinke Kerun Real
Estate Development Co.,
Ltd. 300,000,000.00 300,000,000.00
Chongqing Qingke Trading
Co., Ltd. 26,000,000.00 150,000,000.00 176,000,000.00
Hunan Jinke Real Estate
Development Co., Ltd. 150,000,000.00 150,000,000.00

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Provision
withdrawn for Provision for
Amount at the Increase in Decrease in Amount at impairment in impairment at
beginning of the the current the current the end of the current the end of the
Invested entity period period period the period period period
Jiangyin Jinke Real Estate
Development Co., Ltd. 99,000,000.00 99,000,000.00
Jiangyin Jinke Real Estate
Development Co., Ltd. 147,000,000.00 147,000,000.00
Beijing Jinke Xingyuan Real
Estate Co., Ltd. 140,000,000.00 140,000,000.00
Chongqing Jinke Industrial
Group Kerun Real Estate
Development Co., Ltd. 100,000,000.00 100,000,000.00
Chongqing Tianhao
Menchuang Co., Ltd. 50,538,329.81 50,538,329.81
Chongqing Jinke Real Estate
Development Co., Ltd. 90,719,700.00 90,719,700.00
Chongqing Tongrong
Industrial Co., Ltd. 33,400,100.00 33,400,100.00
Chongqing Casin Jiangjing
Real Estate Development
Co., Ltd. 39,418,063.00 39,418,063.00
Chongqing Jinke Industrial
Group Hua’nan Real Estate
Development Co., Ltd. 30,000,000.00 30,000,000.00
Chongqing Huaxie Real
Estate Co., Ltd. 64,930,000.00 64,930,000.00
Chongqing Zhongxun
Property Development Co.,
Ltd. 172,200,000.00 172,200,000.00
Chongqing Jinke Industrial
Group Hongjing Real
Estate Development Co.,
Ltd. 49,985,097.87 49,985,097.87
Chongqing Jiale Jiulong Real
Estate Development Co.,
Ltd. 103,870,945.98 103,870,945.98
Chongqing Tianyuansheng
Real Estate Development
Co., Ltd. 179,664,612.36 179,664,612.36
Beijing Jinke Napa Real
Estate Co., Ltd. 2,558,856,506.91 2,558,856,506.91
Beijing Jinke Hongju Real
Estate Co., Ltd. 100,000,000.00 597,100,000.00 697,100,000.00
Chongqing Jinke Kepeng
Business Management Co.,
Ltd. 5,000,000.00 5,000,000.00
Chongqing Jinke Chenju Real
Estate Co., Ltd. 20,000,000.00 20,000,000.00

— 161 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Invested entity
Chongqing Jinke Junyao Real
Estate Development Co.,
Ltd.
Chongqing Bishan Jinke
Zhongxi Real Estate Co.,
Ltd.
Tangshan Jinke Real Estate
Development Co., Ltd.
[Note]
Jinan Jinke Xicheng Real
Estate Development Co.,
Ltd.
Chongqing Qingheng Trading
Co., Ltd.
Chongqing Jiangjin Jinke
Guojun Real Estate Co.,
Ltd.
Chongqing Jinke Culture and
Tourism Investment Co.,
Ltd.
Chengdu Jianglong
Investment Co., Ltd.
Jinke Group Suzhou Real
Estate Development Co.,
Ltd.
Subtotal
Amount at the
beginning of the
period

160,000,000.00
5,100,000.00
510,000,000.00
49,810,000.00

86,400,000.00
394,000,000.00
20,000,000.00
7,259,826,240.22
Increase in
the current
period
1,184,908,816.47
240,000,000.00



987,424,013.72



3,808,332,830.19
Decrease in
the current
period
Amount at
the end of
the period
Provision
withdrawn for
impairment in
the current
period
Provision for
impairment at
the end of the
period
— 1,184,908,816.47



400,000,000.00


5,100,000.00




510,000,000.00



49,810,000.00



987,424,013.72



86,400,000.00



394,000,000.00



20,000,000.00


5,100,000.00 11,063,059,070.41

[Note] The subsidiary Tangshan Jinke Real Estate Development Co., Ltd. was liquidated and canceled on 28 November 2014.

— 162 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (3) Investment in associated enterprises and joint ventures
**Increase/decrease in ** **Increase/decrease in ** **Increase/decrease in ** the current period the current period
Investment
gains/losses Adjustments
Amount at the confirmed to other
beginning of Investment Investment based on comprehensive
Invested entity **the ** period added reduced equity method income
Associated enterprises
Yinhai Leasing 73,931,962.89 10,113,456.59
Zhanhe Agriculture 13,955,684.33 -5,955,089.59 -8,000,594.74
Jinwanzhong Real Estate 10,000,000.00 -5,494.92
Subtotal 87,887,647.22 10,000,000.00 -5,955,089.59 2,107,366.93
Total 87,887,647.22 10,000,000.00 -5,955,089.59 2,107,366.93
**Increase/decrease in the ** current period Balance of
Cash dividends provision for
**or ** profits Provision Amount at the impairment at
Other equity announced to withdrawn for end of the the end of the
Invested entity changes be distributed impairment Others period period
Associated
enterprises
Yinhai Leasing -4,461,147.22 79,584,272.26
Zhanhe Agriculture
Jinwanzhong Real
Estate 9,994,505.08
Subtotal -4,461,147.22 89,578,777.34
Total -4,461,147.22 89,578,777.34

(4) Other descriptions

The Company provided a pledge guarantee for the loans of its subsidiary Bozhan Real Estate with its equities in Bozhan Real Estate; the Company provided a pledge guarantee for its loans with its equities in the subsidiary Chengdu Jinke Real Estate Development Co., Ltd. and Jinan Jinke Xicheng Real Estate Development Co., Ltd.

— 163 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (II) Notes to items in the income statement of the parent company

1. Operating revenue/cost

(1) Details

Item
Revenue from main
businesses
Revenue from other
businesses [Note]
Total
Amount in the current period
Revenue
Cost
191,440,556.00
115,527,907.14
319,284,357.79
2,536,704.61
510,724,913.79
118,064,611.75
Amount in the sa
preceding
Revenue
1,474,005,748.74
286,305,897.31
1,760,311,646.05
me period of
year
Cost
671,270,198.82
2,049,759.22
673,319,958.04
  • [Note] The revenue from other businesses is RMB319,284,357.79, which is the consulting fee received by the Company from its subsidiaries.

  • (2) Revenue from/cost of main businesses (by sector)

Name of industry
Real estate sales
Subtotal
Amount in the current period
Revenue
Cost
191,440,556.00
115,527,907.14
191,440,556.00
115,527,907.14
Amount in the sa
preceding
Revenue
1,474,005,748.74
1,474,005,748.74
me period of
year
Cost
671,270,198.82
671,270,198.82
  • (3) Revenue from/cost of main businesses (by sector)
Amount in the same period of
**Amount in the ** current period preceding year
Name of region Revenue Cost Revenue
Cost
Chongqing 191,440,556.00 115,527,907.14 1,474,005,748.74
671,270,198.82
Subtotal 191,440,556.00 115,527,907.14 1,474,005,748.74
671,270,198.82

— 164 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

2. Return on investment

Item
Long-term equity investment return stated by cost
method
Long-term equity investment return stated by equity
method
Investment return generated by disposal of long-term
equity investment
Total
Amount in the
current period
1,094,913,663.12
2,107,366.93
3,262,974.06
1,100,284,004.11
Amount in the
same period of
preceding year
300,000,000.00
4,376,255.33
-2,874,100.00
301,502,155.33

XV. Other supplementary information

(I) Non-recurring gains and losses

1.
Schedule of non-recurring gains and losses
Item Amount Note
Gains/losses from disposal of non-current assets,
including the offset part of the retained asset
impairment provisions 14,905,896.74
Unauthorized examination and approval, or lack of
official approval documents, or occasional tax revenue
return and abatement
Governmental subsidies recorded into the current profit
and loss ( except for the one closely related with the
normal operation of the company and gained
constantly at a fixed amount or quantity according to
certain standard based on state policies) 202,178,584.12
Capital occupation fees on non-financial enterprises
recorded into current gains and losses 18,267,632.66
Gains because the investment costs for the Company to
obtain subsidiaries, associated enterprises and joint
ventures are lower than the enjoyable fair value of the
identifiable net assets of the investees when making
the investments
Gain/loss on exchange of non-monetary assets
Gain/loss on entrusting others with investments or asset
management
Asset impairment provisions due to force majeure factors
such as natural disasters

— 165 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item Amount Note
Gain/loss on debt restructuring
Expenses for business reorganization, such as expenses
for staffing,reorganization etc.
Gain/loss on the part over the fair value due to
transactions with distinctly unfair prices
Current gains and losses of subsidiaries acquired from
merger of enterprises under the same control as from
the beginning of the period to the date of merger
Gain/loss on contingent events irrelevant to the
Company’s normal business
Gains and losses on change in fair value from tradable
financial assets and tradable financial liabilities (which
are measured at fair value through profit or loss), as
well as investment income from disposal of tradable
financial assets and tradable financial liabilities and
financial assets available for sales, except for effective
hedging related with normal businesses of the
Company 831,399.49
Reversal of impairment provisions for receivables on
which impairment tests are carried out separately 3,000,000.00
Gain/loss on external entrustment loans
Gain/loss on change of the fair value of investment
property of which the subsequent measurement is
carried out adopting the fair value method 54,152,554.05
Effect on current gains/losses when a one-off adjustment
is made to current gains/losses according to
requirements of taxation, accounting and other relevant
laws and regulations
Custody fee income when entrusted with operation
Non-operating incomes and expenses other than the
above -4,857,013.58
Other gain/loss items that meet the definition of
non-recurring gains/losses
Subtotal 288,479,053.48
Less: Enterprise income tax effects (“-” for decrease
of income tax) 71,921,056.86
Effect of minority interests (after tax) 3,580,164.61
Net non-recurring gains and losses attributable to owners
of the parent company 212,977,832.01

— 166 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (II) Return on equity and earnings per share

  • Details

Earnings per share (RMB/share) Earnings per share (RMB/share) Earnings per share (RMB/share)
Weighted average Basic earnings Diluted earnings
Profit in the reporting period ROE (%) per share per share
Net profit attributable to common
shareholders 11.31 0.78 0.78
Net profit attributable to common
shareholders after deducting
non-recurring gains and losses 8.66 0.60 0.60
2.
Computation process of weighted average ROE
Amount in the
Item SN current period
Net profit attributable to common shareholders A 907,884,138.79
Non-recurring gains and losses B 212,977,832.01
Net profit attributable to common shareholders after deducting C=A-B 694,906,306.78
non-recurring gains and losses
Opening net assets attributable to common shareholders D 7,852,164,529.35
Net assets attributable to common shareholders newly added due E 2,172,332,830.19
to new issuance or debt-to-equity swap
Cumulative number of months from the month following the F
month with net assets increased till the end of reporting period
Net assets attributable to common shareholders decreased due to G 139,024,806.12
repurchase or cash dividends
Cumulative number of months from the month following the H 7.00
month with net assets decreased till the end of reporting
period

— 167 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount in the
Item SN current period
Others Transfer from inventories to investment properties I1 34,931,491.81
Cumulative number of months from the month J1
following the month with net assets
increased/decreased till the end of reporting period
Impact of changes in income tax rate on investment I2 362,235.28
property
Cumulative number of months from the month J2
following the month with net assets
increased/decreased till the end of reporting period
Equity transaction of capital increase by shareholders I3 53,404.36
of Jinke Junwei
Cumulative number of months from the month J3 8.00
following the month with net assets
increased/decreased till the end of reporting period
Minority equity transaction of Haoyuefu Real Estate I4 -859,654.50
Cumulative number of months from the month J4 6.00
following the month with net assets
increased/decreased till the end of reporting period
Equity transaction of capital increase by shareholders I5 -2,629,446.04
of Juncheng Real Estate
Cumulative number of months from the month J5 7.00
following the month with net assets
increased/decreased till the end of reporting period
Minority equity transaction of Zhongxi Real Estate I6 -115,547,488.07
Cumulative number of months from the month J6 7.00
following the month with net assets
increased/decreased till the end of reporting period
Minority equity transaction of Junyao Real Estate I7 -225,021,573.97
Cumulative number of months from the month J7 7.00
following the month with net assets
increased/decreased till the end of reporting period
Minority equity transaction of Juncheng Real Estate I8 45,830,000.00
Cumulative number of months from the month J8
following the month with net assets
increased/decreased till the end of reporting period
Change in fair value of available-for-sale financial I9 -529,337.70
assets
Cumulative number of months from the month J9 11.00
following the month with net assets
increased/decreased till the end of reporting period

— 168 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Amount in the
Item SN current period
Months of reporting period K 12.00
Weighted average net assets L= D+A/2+ 8,023,930,214.89
E�F/K-G�
H/K�I�J/K
Weighted average ROE M=A/L 11.31%
Weighted ROE after deducting non-recurring gains and losses N=C/L 8.66%
  1. Computation process of basic earnings per share and diluted earnings per share

(1) Computation process of basic earnings per share

Amount in the
Item SN current period
Net profit attributable to common shareholders A 907,884,138.79
Non-recurring gains and losses B 212,977,832.01
Net profit attributable to common shareholders after deducting C=A-B 694,906,306.78
non-recurring gains and losses
Total shares at the beginning of the period D 1,158,540,051.00
Number of shares increased due to conversion of public E
reserve into share capital or dividend distribution
Number of shares increased due to new issuance or F 220,000,000.00
debt-to-equity swap
Cumulative number of months from the month following the G
month with net assets increased till the end of reporting
period
Number of shares decreased due to repurchase H
Cumulative number of months from the month following the I
month with net assets decreased till the end of reporting
period
Number of shares shrunk in the reporting period J
Months of reporting period K 12.00
Weighted average number of common shares issued externally L=D+E+F� 1,158,540,051.00
G/K-H�I/K-J
Basic earnings per share M=A/L 0.78
Basic earnings per share after deducting non-recurring gains N=C/L 0.60
and losses
  • (2) Computation process of diluted earnings per share

Diluted earnings per share is calculated in the same way as the basic earnings per share.

— 169 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

(III) Supplementary information about changes in accounting policies

According to the Accounting Standards for Enterprises No. 2 — Long-term Equity Investments and seven other accounting standards issued by the Ministry of Finance in 2014, the Company changed relevant accounting policies and made a retrospective restatement to the comparative financial statements. The consolidated balance sheets on 1 January 2013 and 31 December 2013 after the restatement are as follows:

Item
Current assets:
Monetary fund
Settlement provision
Lendings
Financial assets at fair value through profit or
loss
Derivative financial assets
Notes receivable
Accounts receivable
Advance payments
Premiums receivable
Reinsurance accounts receivable
Reinsurance contract reserves receivable
Interests receivable
Dividends receivable
Other receivables
Financial assets held under resale agreements
Inventories
Assets classified as held for sale
Non-current assets maturing within one year
Other current assets
Total current assets
2013.1.1
9,191,083,896.41


5,996,390.08
2,500,000.00
204,031,118.51
2,688,714,238.67





942,818,108.77
33,494,589,794.08


1,435,547,858.40
47,965,281,404.92
2013.12.31
6,364,503,639.90


2,340,000.00
1,050,000.00
210,514,538.67
1,191,785,760.11





1,823,074,182.38
45,996,490,254.23


1,579,795,621.08
57,169,553,996.37
2014.12.31
7,527,131,604.31



15,300,000.00
709,008,179.14
796,701,986.10





1,737,074,275.37
62,262,559,625.16


2,136,948,630.59
75,184,724,300.67

— 170 —

APPENDIX II
FINANCIAL INFORMATION OF JINKE PROPERTY
APPENDIX II
FINANCIAL INFORMATION OF JINKE PROPERTY
APPENDIX II
FINANCIAL INFORMATION OF JINKE PROPERTY
APPENDIX II
FINANCIAL INFORMATION OF JINKE PROPERTY
Item
Non-current assets:
Issue of loans and advances
Available-for-sale financial assets
Held-to-maturity investment
Long-term receivables
Long-term equity investments
Investment properties
Fixed assets
Construction in progress
Project materials
Disposal of fixed assets
Production-type biological assets
Oil and gas assets
Intangible assets
Development expenses
Goodwill
Long-term prepaid expenses
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
2013.1.1




95,411,864.48
2,643,491,047.26
468,697,284.58
8,487,122.58




42,276,696.16

7,368,391.71
18,036,141.46
766,159,467.93

4,049,928,016.16
52,015,209,421.08
2013.12.31

22,705,783.60


804,998,882.41
2,778,096,875.94
542,938,144.86
3,861,892.25




48,858,096.68

7,368,391.71
20,812,716.14
995,860,472.35

5,225,501,255.94
62,395,055,252.31
2014.12.31




336,774,746.08
2,905,436,061.00
1,132,931,471.61
653,283,292.96




60,534,955.03

591,144,730.77
21,437,885.95
1,179,539,241.37

6,881,082,384.77
82,065,806,685.44

— 171 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Item
Current liabilities:
Short-term borrowings
Borrowings from the central bank
Deposits accepted and deposits from banks
and other financial institutions
Placements from banks and other financial
institutions
Financial liabilities measured at fair value
through profit or loss
Derivative financial liabilities
Notes payable
Accounts payable
Advance receipts
Financial assets sold for repurchase
Fees and commissions payable
Payroll payable
Taxes payable
Interest payable
Dividends payable
Other payables
Reinsurance accounts payable
Insurance contract reserve
Funds from securities trading agency
Funds from securities underwriting agency
Liabilities classified as held for sale
Non-current liabilities maturing within one
year
Other current liabilities
Total current liabilities
2013.1.1
1,972,300,000.00





1,758,047,523.50
2,151,080,221.89
17,456,042,896.18


130,894,175.79
699,531,685.54
112,441,882.52
23,912,698.46
3,267,757,090.68





6,298,860,000.00

33,870,868,174.56
2013.12.31
1,980,000,000.00





1,667,451,647.10
4,676,239,383.01
18,668,331,885.17


186,060,616.51
876,080,517.34
114,532,803.87
23,912,698.46
3,377,557,908.15





5,673,860,000.00

37,244,027,459.61
2014.12.31
2,206,670,000.00





1,361,651,268.76
7,174,548,574.62
22,430,623,471.25


223,355,293.73
513,991,683.18
347,675,641.14
23,912,698.46
2,595,649,056.46





8,831,319,600.00

45,709,397,287.60

— 172 —

APPENDIX II
FINANCIAL INFORMATION OF JINKE PROPERTY
APPENDIX II
FINANCIAL INFORMATION OF JINKE PROPERTY
APPENDIX II
FINANCIAL INFORMATION OF JINKE PROPERTY
APPENDIX II
FINANCIAL INFORMATION OF JINKE PROPERTY
Item
Non-current liabilities:
Long-term borrowings
Bonds payable
Including: Preferred shares
Perpetual bonds
Long-term payables
Long-term payroll payable
Special payables
Foreseeable liabilities
Deferred earnings
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Owners’ equity (or stockholders’ equity):
Paid-in capital (share capital)
Other equity instruments
Including: Preferred shares
Perpetual bonds
Capital reserves
Less: Treasury shares
Other comprehensive income
Special reserves
Surplus reserves
General risk reserves
Undistributed profits
Total equity attributable to owners of the
parent company
Minority interests
Total owners’ equity
Total liabilities and owners’ equity
2013.1.1
9,188,680,000.00







41,792,948.89
483,690,166.59
471,020,000.00
10,185,183,115.48
44,056,051,290.04
1,158,540,051.00



138,750,298.93

558,262,976.13

215,287,935.41

4,875,172,995.17
6,946,014,256.64
1,013,143,874.40
7,959,158,131.04
52,015,209,421.08
2013.12.31
12,660,654,672.00







62,807,756.66
505,051,678.82
1,995,000,000.00
15,223,514,107.48
52,467,541,567.09
1,158,540,051.00



175,205,436.32

559,740,586.31

301,114,786.54

5,657,563,669.18
7,852,164,529.35
2,075,349,155.87
9,927,513,685.22
62,395,055,252.31
2014.12.31
21,311,210,000.00







72,928,871.54
516,060,205.86
1,290,000,000.00
23,190,199,077.40
68,899,596,365.00
1,378,540,051.00



2,102,318,777.08

594,504,975.70

161,768,591.16

6,292,813,928.44
10,529,946,323.38
2,636,263,997.06
13,166,210,320.44
82,065,806,685.44

— 173 —

APPENDIX II FINANCIAL INFORMATION OF JINKE PROPERTY

AUDITED FINANCIAL STATEMENTS OF JINKE PROPERTY FOR THE YEAR ENDED 31 DECEMBER 2015

Section 10 Financial Report

I. Audit report

Type of audit opinions Standard unqualified audit opinions Signing date of the audit report 26 March 2016 Name of auditing body Pan-China Certified Public Accountants (special general partnership) No. of audit report Tian Jian Shen No. 8-118 [2016] Name of CPA Yi Shouchuan, Song Jun

Audit report

Tian Jian Shen No. 8-118 [2016]

All shareholders of Jinke Property Group Co., Ltd.:

We have audited the attached financial statements of Jinke Property Group Co., Ltd. (hereinafter referred to as “Jinke Co., Ltd.”), including the consolidated and the parent company’s balance sheets as at 31 December 2015, the consolidated and the parent company’s income statements of 2015, consolidated and the parent company’s cash flow statements, consolidated and the parent company’s statements of changes in owners’ equity and notes to financial statements.

I. Responsibility of the management for the financial statements

Preparing and fairly presenting financial statements are responsibilities of the management of Jinke Co., Ltd. These responsibilities include: (1) preparing financial statements in accordance with Accounting Standards for Business Enterprises, which achieve fair presentation in the mean time; and (2) designing, implementing and maintaining necessary internal control to avoid material misstatement resulting from fraudulence or mistakes.

II. Responsibility of CPAs

Our responsibility is to provide audit opinions on the financial statements based on our audit. We conducted our audit pursuant to China’s Independent Auditing Standards. The standards contained thereof require that we shall abide by professional ethics code for CPAs of China, plan and perform the audit to obtain reasonable assurance about whether or not the financial statements are free from material misstatement.

— 174 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Our audit work includes implementing the audit procedure to obtain audit evidence relating to the amounts and disclosure of the financial statements. The audit procedure selected depends on the judgment of the CPAs, including assessment of the risk of material misstatement resulting from fraudulence or mistakes. While engaging in risk evaluation, CPAs took into consideration the internal control related to preparing and fairly presenting financial statements, with the purpose of designing proper audit procedure. The audit also includes assessing the appropriateness of accounting principles used and the rationality of the accounting estimates made by the management, as well as evaluating the overall financial statement presentation.

We believe the audit evidence we obtained is adequate and appropriate and provides a basis for us to give our opinions.

III. Auditors’ Opinions

In our opinion, Jinke Co., Ltd.’s financial statements are, in all material respects, prepared in accordance with Accounting Standards for Business Enterprises, and fairly present the consolidated and parent company’s financial position of Jinke Co., Ltd. as at 31 December 2015 as well as the consolidated and parent company’s operation performance and cash flow in 2015.

Pan-China Certified Public

Certified Public Accountant of China: Yi Shouchuan

Accountants (special general partnership)

Hangzhou, China

Certified Public Accountant of China: Song Jun 26 March 2016

— 175 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

II. Financial statement

Unit: RMB

1. Consolidated balance sheet

Prepared by: Jinke Property Group Co., Ltd.

31 December 2015

Item
Current assets:
Monetary funds
Settlement provision
Lendings
Financial assets measured at fair value through profit or
loss
Derivative financial assets
Notes receivable
Accounts receivable
Advance payments
Premiums receivable
Reinsurance accounts receivable
Reinsurance contract reserves receivable
Interests receivable
Dividends receivable
Other receivables
Financial assets held under resale agreements
Inventory
Assets classified as held for sale
Non-current assets maturing within
one year
Other current assets
Total current assets
Balance at the
end of the
period
9,389,188,261.83




50,000.00
729,045,821.34
1,009,262,108.49





1,482,706,483.68
72,163,859,948.41


2,613,349,329.77
87,387,461,953.52
Unit: RMB
Balance at the
beginning of the
period
7,527,131,604.31




15,300,000.00
709,008,179.14
796,701,986.10





1,737,074,275.37
62,262,559,625.16


2,136,948,630.59
75,184,724,300.67

— 176 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
Non-current assets:
Issue of loans and advances
Available-for-sale financial assets
Held-to-maturity investment
Long-term receivables
Long-term equity investment
Investment property
Fixed assets
Construction in progress
Project materials
Disposal of fixed assets
Production-type biological assets
Oil and gas assets
Intangible assets
Development expenses
Goodwill
Long-term prepaid expenses
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
Balance at the
end of the
period

215,456,732.98


391,087,261.46
2,888,950,566.79
2,528,455,846.44
158,257,610.66




59,755,242.20

496,293,398.50
27,303,007.41
1,329,775,079.23
70,000,000.00
8,165,334,745.67
95,552,796,699.19
Balance at the
beginning of the
period




336,774,746.08
2,905,436,061.00
1,132,931,471.61
653,283,292.96




60,534,955.03

591,144,730.77
21,437,885.95
1,179,539,241.37
6,881,082,384.77
82,065,806,685.44

— 177 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Balance at the Balance at the
end of the beginning of the
Item period period
Current liabilities:
Short-term borrowings 1,881,600,000.00 2,206,670,000.00
Borrowings from the central bank
Deposits accepted and deposits from banks and other
financial institutions
Placements from banks and other financial institutions
Financial liabilities measured at fair value through profit
or loss
Derivative financial liabilities
Notes payable 1,317,213,982.92 1,361,651,268.76
Accounts payable 8,119,789,135.92 7,174,548,574.62
Advance receipts 26,584,971,159.41 22,430,623,471.25
Financial assets sold for repurchase
Fees and commissions payable
Payroll payable 286,398,577.70 223,355,293.73
Taxes payable 867,248,449.55 513,991,683.18
Interest payable 427,455,534.33 347,675,641.14
Dividends payable 28,384,920.68 23,912,698.46
Other payables 2,902,618,677.64 2,595,649,056.46
Reinsurance accounts payable
Insurance contract reserve
Funds from securities trading agency
Funds from securities underwriting agency
Liabilities classified as held for sale
Non-current liabilities maturing within one year 18,099,147,400.00 8,831,319,600.00
Other current liabilities
Total current liabilities 60,514,827,838.15 45,709,397,287.60

— 178 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Item
Non-current liabilities:
Long-term loans
Bonds payable
Including: Preferred shares
Perpetual bonds
Long-term payables
Long-term payroll payable
Special payables
Foreseeable liabilities
Deferred earnings
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Owners’ equity:
Share capital
Other equity instruments
Including: Preferred shares
Perpetual bonds
Capital reserve
Less: Treasury shares
Other comprehensive income
Special reserves
Surplus reserves
General risk reserves
Undistributed profits
Total equity attributable to owners of the parent company
Minority interests
Total owners’ equity
Total liabilities and owners’ equity
Balance at the
end of the
period
13,294,059,999.99
5,313,257,329.71






79,965,496.62
548,820,645.64
463,763,400.00
19,699,866,871.96
80,214,694,710.11
4,327,060,153.00
1,400,000,000.00

1,400,000,000.00
580,341,350.91
618,351,200.00
620,872,917.24

309,916,162.14

6,234,162,595.74
12,854,001,979.03
2,484,100,010.05
15,338,101,989.08
95,552,796,699.19
Balance at the
beginning of the
period
21,311,210,000.00







72,928,871.54
516,060,205.86
1,290,000,000.00
23,190,199,077.40
68,899,596,365.00
1,378,540,051.00



2,102,318,777.08

594,504,975.70

161,768,591.16

6,292,813,928.44
10,529,946,323.38
2,636,263,997.06
13,166,210,320.44
82,065,806,685.44

Legal representative: Person in charge Huang Hongyun of accounting: Li Hua

Officer-in-charge of accounting institution: Liu Shaojun

— 179 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Balance sheet of parent company
Item
Current assets:
Monetary funds
Financial assets measured at fair value through profit or
loss
Derivative financial assets
Notes receivable
Accounts receivable
Advance payments
Interests receivable
Dividends receivable
Other receivables
Inventory
Assets classified as held for sale
Non-current assets maturing within
one year
Other current assets
Total current assets
Balance at the
end of the period
1,613,435,471.53



13,670,506.54
601,813.66

844,750,000.00
27,514,167,641.36
308,024,653.26


5,028,257.18
30,299,678,343.53
Unit: RMB
Balance at the
beginning of the
period
817,641,069.73



13,226,300.73
289,593.47

878,442,799.70
13,837,733,512.10
369,449,025.12


17,871,232.94
15,934,653,533.79

— 180 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
Non-current assets:
Available-for-sale financial assets
Held-to-maturity investment
Long-term receivables
Long-term equity investment
Investment property
Fixed assets
Construction in progress
Project materials
Disposal of fixed assets
Production-type biological assets
Oil and gas assets
Intangible assets
Development expenses
Goodwill
Long-term prepaid expenses
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
Balance at the
end of the period



12,783,889,169.44
1,378,538,005.59
5,141,529.52





5,977,980.22


5,106,512.99
58,983,153.22
1,500,000,000.00
15,737,636,350.98
46,037,314,694.51
Balance at the
beginning of the
period



11,152,637,847.75
1,383,785,332.99
7,564,875.95





6,997,070.72


7,873,890.52
47,051,284.06
12,605,910,301.99
28,540,563,835.78

— 181 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
Current liabilities:
Short-term borrowings
Financial liabilities measured at fair value through profit
or loss
Derivative financial liabilities
Notes payable
Accounts payable
Advance receipts
Payroll payable
Taxes payable
Interest payable
Dividends payable
Other payables
Liabilities classified as held for sale
Non-current liabilities maturing within one year
Other current liabilities
Total current liabilities
Non-current liabilities:
Long-term loans
Bonds payable
Including: Preferred shares
Perpetual bonds
Long-term payables
Long-term payroll payable
Special payables
Foreseeable liabilities
Deferred earnings
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Balance at the
end of the period
500,000,000.00



46,847,079.67
9,152,706.82
41,331,937.83
31,878,257.31
295,043,031.02
4,472,222.22
18,357,203,530.19

7,466,447,800.00

26,752,376,565.06
2,742,000,000.00
5,313,257,329.71






1,061,134.58
281,129,081.16
463,763,400.00
8,801,210,945.45
35,553,587,510.51
Balance at the
beginning of the
period




118,388,278.36
16,048,916.32
38,408,756.89
24,292,499.79
244,431,917.27

10,475,670,626.08

1,190,900,000.00
12,108,140,994.71
8,205,510,000.00







1,067,146.07
280,352,330.40
8,486,929,476.47
20,595,070,471.18

— 182 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
Owners’ equity:
Share capital
Other equity instruments
Including: Preferred shares
Perpetual bonds
Capital reserve
Less: Treasury shares
Other comprehensive income
Special reserves
Surplus reserves
Undistributed profits
Total owners’ equity
Total liabilities and owners’ equity
Balance at the
end of the period
4,327,060,153.00
1,400,000,000.00
1,400,000,000.00
2,778,969,175.28
618,351,200.00
21,261,250.12

439,484,957.00
2,135,302,848.60
10,483,727,184.00
46,037,314,694.51
Balance at the
beginning of the
period
1,378,540,051.00


4,274,916,595.71

21,261,250.12

291,337,386.02
1,979,438,081.75
7,945,493,364.60
28,540,563,835.78

— 183 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

3. Comprehensive income statement

Unit: RMB
Amount incurred Amount incurred
in the current in the last
Item period period
I. Total operating revenue 19,398,573,320.90 17,323,507,266.17
Including: Operating revenue 19,398,573,320.90 17,323,507,266.17
Interest income
Earned premium
Fee and commission income
II. Total operating cost 17,731,835,123.78 16,867,066,319.18
Including: Operating cost 13,887,003,656.98 13,336,658,521.21
Interest expenses
Fee and commission expense
Surrender value
Net amount of compensation payout
Net amount of reserves for insurance contract
Policy dividend payment
Reinsurance cost
Business taxes and surcharges 1,479,769,073.29 1,240,540,387.97
Sales expenses 693,511,364.21 638,071,318.92
Management expenses 922,634,484.07 719,321,145.66
Financial expenses 268,251,960.03 162,979,839.75
Assets impairment loss 480,664,585.20 769,495,105.67
Add: Revenue from change in fair value
(“-” for loss) 39,863,547.99 54,312,554.05
Return on investment (“-” for loss) 36,838,401.09 44,747,997.06
Including: Return on investment in associated
enterprises and joint ventures -5,152,881.59 29,781,399.44
Exchange revenue
(“-” for loss)
III. Operating profit (“-” for loss) 1,743,440,146.20 555,501,498.10
Add: Non-operating revenue 99,001,510.70 237,589,741.41
Including: Gain from disposal of non-current
assets 778,491.46 1,005,175.42
Less: Non-operating expense 57,761,507.63 39,657,472.26
Including: Loss from disposal of non-current
assets 428,538.06 394,476.81
IV. Total profit (“-” for total loss) 1,784,680,149.27 753,433,767.25
Less: Income tax expense 551,034,068.30 -109,605,297.61

— 184 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Amount incurred Amount incurred
in the current in the last
Item period period
V. Net profit (“-” for net loss) 1,233,646,080.97 863,039,064.86
Net profit attributable to owners of the parent
company 1,266,959,610.26 907,884,138.79
Gains/losses of minority shareholders -33,313,529.29 -44,845,073.93
VI. After-tax net amount of other
comprehensive income 26,367,941.54 39,849,817.53
After-tax net amount of other comprehensive
income attributable to owners of the parent
company 26,367,941.54 34,764,389.39
(I) Other comprehensive income that cannot be
reclassified into profits/losses
1.
Changes arising from re-measurement of
net liabilities or net assets of defined
benefit plan
2.
Share in other comprehensive income of
the investee that cannot be reclassified
into profits/losses under the equity
method
(II) Other comprehensive income that will be
reclassified into profits/losses 26,367,941.54 34,764,389.39
1.
Share in other comprehensive income of
the investee that will be reclassified into
profits/losses under the equity method
2.
Gains/losses from change in fair value of
available-for-sale financial assets -529,337.70
3.
Held-to-maturity investment reclassified
as available-for-sale financial assets
4.
Operational factors of cash flow hedging
gains/losses
5.
Translation difference of foreign-currency
financial statements
6.
Others
26,367,941.54 35,293,727.09
After-tax net amount of other comprehensive
income attributable to minority shareholders 5,085,428.14
VII. Total comprehensive income 1,260,014,022.51 902,888,882.39
Total comprehensive income attributable to owners of
the parent company 1,293,327,551.80 942,648,528.18
Total comprehensive income attributable to minority
shareholders -33,313,529.29 -39,759,645.79

— 185 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Amount incurred Amount incurred
in the current in the last
Item period period
VIII. Earnings per share:
(I) Basic earnings per share 0.27 0.23
(II) Diluted earnings per share 0.27 0.23

For merger of enterprises under the same control in the current period, net profit realized by the merged party before merger was RMB:0; net profit realized by the merged party in the last period was RMB:0.

Legal representative: Person in charge of accounting: Huang Hongyun Li Hua

Officer-in-charge of accounting institution: Liu Shaojun

— 186 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Income statement of the parent company
Unit: RMB
Amount incurred Amount incurred
in the current in the last
Item period period
I. Operating revenue 387,060,732.72 510,724,913.79
Less: Operating cost 49,135,425.60 118,064,611.75
Business taxes and surcharges 15,380,923.76 -15,758,057.48
Sales expenses 3,340,558.71 12,108,061.83
Management expenses 242,953,839.96 240,387,022.01
Financial expenses -51,477,228.12 48,934,662.38
Assets impairment loss 11,535,309.01 1,641,499.03
Add: Revenue from change in fair value (“-” for
loss) 4,679,402.80 34,628,039.64
Return on investment (“-” for loss) 1,340,170,474.42 1,100,284,004.11
Including: Return on investment in associated
enterprises and joint ventures 5,420,474.42 2,107,366.93
II. Operating profit (“-” for loss) 1,461,041,781.02 1,240,259,158.02
Add: Non-operating revenue 20,087,632.88 37,231,550.72
Including: Gain from disposal of non-current
assets
Less: Non-operating expense 8,962,051.61 5,952,997.10
Including: Loss from disposal of non-current
assets 807.86
III. Total profit (“-” for total loss) 1,472,167,362.29 1,271,537,711.64
Less: Income tax expense -9,308,347.52 -64,553,022.43
IV. Net profit (“-” for net loss) 1,481,475,709.81 1,336,090,734.07

— 187 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Amount incurred Amount incurred
in the current in the last
Item period period
V. After-tax net amount of other comprehensive income 15,023,838.99
(I) Other comprehensive income that cannot be
reclassified into profits/losses
1. Changes arising from re-measurement of
net liabilities or net assets of defined
benefit plan
2. Share in other comprehensive income of
the investee that cannot be reclassified into
profits/losses under the equity method
(II) Other comprehensive income that will be
reclassified into profits/losses 15,023,838.99
1. Share in other comprehensive income of
the investee that will be reclassified into
profits/losses under the equity method
2. Gains/losses from change in fair value of
available-for-sale financial assets
3. Held-to-maturity investment reclassified as
available-for-sale financial assets
4. Operational factors of cash flow hedging
gains/losses
5. Translation difference of foreign-currency
financial statements
6. Others 15,023,838.99
VI. Total comprehensive income 1,481,475,709.81 1,351,114,573.06
VII. Earnings per share:
(I) Basic earnings per share
(II) Diluted earnings per share

— 188 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

5. Consolidated cash flow statement

Item
I.
Cash flows from operating activities:
Cash received from sales of goods and provision of
labor
Net increase in deposits from customers and banks
and other financial institutions
Net increase in borrowings from the central bank
Net increase in placements from other financial
institutions
Premiums received from original insurance
contracts
Net cash received from reinsurance business
Net increase in deposits from policyholders and
investment funds
Net increase from disposal of financial assets
measured at fair value through profit or loss
Cash received from interests, fees and commissions
Net increase in placements from banks and other
financial institutions
Net increase in repurchase business capital
Tax refund received
Other cash received relating to operating activities
Subtotal of cash inflows from operating activities
Cash paid for purchase of goods and acceptance of
labor service
Net increase in loans and advances to customers
Net increase in deposits with central bank and other
financial institutions
Original insurance contract claims paid
Cash paid for interests, fees and commissions
Cash paid for policy dividends
Cash paid to and for employees
Taxes paid
Other cash paid relating to operating activities
Subtotal of cash outflows for operating activities
Net cash flows from operating activities
Amount incurred
in the current
period
24,188,786,283.31











2,960,720,518.92
27,149,506,802.23
19,162,203,614.79





1,377,187,934.96
2,457,745,352.70
3,740,099,872.07
26,737,236,774.52
412,270,027.71
Unit: RMB
Amount incurred
in the last
period
20,711,909,925.44











3,782,473,605.06
24,494,383,530.50
24,557,039,151.05





1,139,400,330.72
2,420,978,446.03
4,761,728,602.78
32,879,146,530.58
-8,384,763,000.08

— 189 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
II.
Cash flows from investing activities:
Cash received from taking back investment
Cash received from return on investment
Net cash received from disposal of fixed assets,
intangible assets and other long-term assets
Net cash received from disposal of subsidiaries and
other operating units
Other cash received relating to investing activities
Subtotal of cash inflows from investing activities
Cash paid for purchase and construction of fixed
assets, intangible assets and other long-term
assets
Cash paid for investment
Net increase in pledge loans
Net cash paid for acquisition of subsidiaries and
other operating units
Other cash paid relating to investing activities
Subtotal of cash outflows for investing activities
Net cash flows from investing activities
III.
Cash flows from financing activities:
Cash received from introducing investment
Including: Cash received by subsidiaries from
investments of minority shareholders
Cash received for obtaining loans
Cash received from issue of bonds
Other cash received relating to financing
activities
Subtotal of cash inflows from financing activities
Cash paid for repayment of debts
Cash paid for distribution of dividend and profit or
repayment of interest
Including: Dividend and profit paid by
subsidiaries to minority shareholders
Other cash paid relating to financing activities
Subtotal of cash outflows for financing activities
Net cash flows from financing activities
IV.
Effect of exchange rate change on cash
and cash equivalents
V.
Net increase in cash and cash equivalents
Add: Opening balance of cash and cash equivalents
VI.
Ending balance of cash and cash equivalents
Amount incurred
in the current
period
59,900,000.00
7,169,152.73
120,758.38


67,189,911.11
326,675,100.64
300,000,000.00

405,738,667.01

1,032,413,767.65
-965,223,856.54
845,751,200.00
227,400,000.00
17,797,100,000.00
5,330,100,000.00
7,649,268,672.03
31,622,219,872.03
18,316,080,000.01
3,554,807,370.95
85,740,000.00
7,036,357,161.79
28,907,244,532.75
2,714,975,339.28
2,714,975,339.28
2,162,021,510.45
5,805,282,261.64
7,967,303,772.09
Amount incurred
in the last
period
559,703,656.49
4,461,147.22
1,708,875.92

565,873,679.63
104,806,293.62
809,915,355.59

332,027,088.53
1,246,748,737.74
-680,875,058.11
2,859,600,000.00
685,800,000.00
23,274,120,000.00

5,558,872,094.80
31,692,592,094.80
11,965,494,672.00
2,674,531,925.89
23,184,644.41
6,894,458,765.81
21,534,485,363.70
10,158,106,731.10
10,158,106,731.10
1,092,468,672.91
4,712,813,588.73
5,805,282,261.64

— 190 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

6. Cash flow statement of the parent company

Item
I.
Cash flows from operating activities:
Cash received from sales of goods and provision of
labor
Tax refund received
Other cash received relating to operating activities
Subtotal of cash inflows from operating activities
Cash paid for purchase of goods and acceptance of
labor service
Cash paid to and for employees
Taxes paid
Other cash paid relating to operating activities
Subtotal of cash outflows for operating activities
Net cash flows from operating activities
II.
Cash flows from investing activities:
Cash received from taking back investment
Cash received from return on investment
Net cash received from disposal of fixed assets,
intangible assets and other long-term assets
Net cash received from disposal of subsidiaries and
other operating units
Other cash received relating to investing activities
Subtotal of cash inflows from investing activities
Cash paid for purchase and construction of fixed
assets, intangible assets and other long-term
assets
Cash paid for investment
Net cash paid for acquisition of subsidiaries and
other operating units
Other cash paid relating to investing activities
Subtotal of cash outflows for investing activities
Net cash flows from investing activities
Amount incurred
in the current
period
380,580,415.27
35,026,490,223.04
35,407,070,638.31
52,578,854.14
174,759,553.97
57,947,882.45
40,009,856,491.16
40,295,142,781.72
-4,888,072,143.41
10,000,000.00
1,375,611,952.43
268,579.31
4,315,526.75

1,375,611,952.43
10,256.41
1,313,000,000.00

1,500,000,000.00
2,813,010,256.41
-1,437,398,303.98
Unit: RMB
Amount incurred
in the last
period
422,069,949.98
27,926,289,810.25
28,348,359,760.23
159,799,872.28
160,644,339.64
183,323,035.93
31,669,072,978.89
32,172,840,226.74
-3,824,480,466.51

4,461,147.22


19,045,253.28
4,608,583.09
3,236,232,830.19

3,240,841,413.28
-3,221,796,160.00

— 191 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item
III.
Cash flows from financing activities:
Cash received from introducing investment
Cash received for obtaining loans
Cash received from issue of bonds
Other cash received relating to financing activities
Subtotal of cash inflows from financing activities
Cash paid for repayment of debts
Cash paid for distribution of dividend and profit or
repayment of interest
Other cash paid relating to financing activities
Subtotal of cash outflows for financing activities
Net cash flows from financing activities
IV.
Effect of exchange rate change on cash
and cash equivalents
V.
Net increase in cash and cash equivalents
Add: Opening balance of cash and cash equivalents
VI.
Ending balance of cash and
cash equivalents
Amount incurred
in the current
period
618,351,200.00
3,529,000,000.00
5,330,100,000.00
1,411,457,500.00
10,888,908,700.00
2,371,550,000.00
1,365,929,232.18
29,450,000.00
3,766,929,232.18
7,121,979,467.82

796,509,020.43
816,926,451.10
1,613,435,471.53
Amount incurred
in the last
period
2,173,800,000.00
8,445,860,000.00

10,619,660,000.00
2,634,230,000.00
729,615,550.56
3,363,845,550.56
7,255,814,449.44

209,537,822.93
607,388,628.17
816,926,451.10

— 192 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Minority shareholders’
Total owners’
equity
equity
2,636,263,997.06 13,166,210,320.44

2,636,263,997.06 13,166,210,320.44 -152,163,987.01
2,171,891,668.64
-33,313,529.29
1,260,014,022.51
-33,110,457.72
1,347,956,987.11
302,956,936.54
302,956,936.54

1,400,000,000.00

7,097,450.57
-336,067,394.26
-362,097,400.00
Undistributed profits 6,292,813,928.44 6,292,813,928.44 -58,651,332.70 1,266,959,610.26
General risk reserves
Surplus reserves 161,768,591.16 161,768,591.16 148,147,570.98
Special reserves
Current period Equity attributable to owners of the parent company Less:
Other
Capital
Treasury
comprehensive
reserves
shares
income
Others

2,102,318,777.08

594,504,975.70







2,102,318,777.08

594,504,975.70
— -1,521,977,426.17
618,351,200.00
26,367,941.54



26,367,941.54

407,978,644.83
618,351,200.00

426,911,200.00
618,351,200.00




7,097,450.57


-26,030,005.74

Other equity instruments Preferred
Perpetual
shares
bonds





1,400,000,000.00


1,400,000,000.00


1,400,000,000.00


Share capital 1,378,540,051.00 1,378,540,051.00 2,948,520,102.00 191,440,000.00 191,440,000.00
Item I.
Ending balance of last
year Add: Changes in accounting policies Correction of previous errors Merger of enterprises under the same control Others II.
Opening balance of
the current year III. Increase/decrease of the current period (“-” for decrease) (I)
Total comprehensive
income (II) Owners’ capital injected and reduced 1.
Ordinary shares invested
by shareholders 2.
Capital invested by
holders of other equity instruments 3.
Amounts of share-based
payments included in owners’ equity 4.
Others

— 193 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Minority shareholders’
Total owners’
equity
equity
-85,740,000.00
-436,079,340.98


-85,740,000.00
-436,079,340.98










2,484,100,010.05 15,338,101,989.08
Undistributed profits -498,486,911.96 148,147,570.98 -350,339,340.98 -827,124,031.00 -827,124,031.00 6,234,162,595.74
General risk reserves
Surplus reserves 148,147,570.98 148,147,570.98 309,916,162.14
Special reserves
Current period Equity attributable to owners of the parent company Less:
Other
Capital
Treasury
comprehensive
reserves
shares
income
Others















— -1,929,956,071.00

— -1,929,956,071.00























580,341,350.91
618,351,200.00
620,872,917.24
Other equity instruments Preferred
Perpetual
shares
bonds















1,400,000,000.00
Share capital 2,757,080,102.00 1,929,956,071.00 827,124,031.00 4,327,060,153.00
Item (III) Profit distribution 1.
Withdrawal of surplus
reserves 2.
Withdrawal of general
risk reserves 3.
Distribution to owners
(or shareholders) 4.
Others
(IV) Internal carryover of owners’ equity 1.
Transfer of capital
reserves into paid-in capital (or share capital) 2.
Transfer of surplus
reserves into paid-in capital (or share capital) 3.
Surplus reserves for
making up losses 4.
Others
(V) Special reserves 1.
Withdrawal in the current
year 2.
Use in the current period
(VI) Others IV. Ending balance of the current period

— 194 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Minority shareholders’
Total owners’
equity
equity
2,075,349,155.87
9,927,513,685.22




2,075,349,155.87
9,927,513,685.22
560,914,841.19
3,238,696,635.22
-39,759,645.79
902,888,882.39
623,859,131.39
2,498,017,203.36
281,715,920.43
2,454,048,750.62


342,143,210.96
43,968,452.74
Undistributed profits 5,657,563,669.18 5,657,563,669.18 635,250,259.26 907,884,138.79
General risk reserves
Surplus reserves 301,114,786.54 301,114,786.54 -139,346,195.38 -272,955,268.79 -272,955,268.79
Special reserves
Last period Equity attributable to owners of the parent company Less:
Other
Capital
Treasury
comprehensive
reserves
shares
income
175,205,436.32

559,740,586.31








175,205,436.32

559,740,586.31
1,927,113,340.76

34,764,389.39


34,764,389.39
1,927,113,340.76

1,952,332,830.19





-25,219,489.43

Others
Other equity instruments Preferred
Perpetual
shares
bonds













Share capital 1,158,540,051.00 1,158,540,051.00 220,000,000.00 220,000,000.00 220,000,000.00
Item I.
Ending balance of
last year Add: Changes in accounting policies Correction of previous errors Merger of enterprises under the same control Others II.
Opening balance of the
current year III. Increase/decrease of the current period (“-” for decrease) (I)
Total comprehensive
income (II) Owners’ capital injected and reduced 1.
Ordinary shares invested
by shareholders 2.
Capital invested by
holders of other equity instruments 3.
Amounts of share-based
payments included in owners’ equity 4.
Others

— 195 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Minority shareholders’
Total owners’
equity
equity
-23,184,644.41
-162,209,450.53


-23,184,644.41
-162,209,450.53










2,636,263,997.06 13,166,210,320.44
Undistributed profits -272,633,879.53 -133,609,073.41 -139,024,806.12 6,292,813,928.44
General risk reserves
Surplus reserves 133,609,073.41 133,609,073.41 161,768,591.16
Special reserves
Last period Equity attributable to owners of the parent company Less:
Other
Capital
Treasury
comprehensive
reserves
shares
income




























2,102,318,777.08

594,504,975.70
Others
Other equity instruments Preferred
Perpetual
shares
bonds















Share capital 1,378,540,051.00
Item (III) Profit distribution 1.
Withdrawal of surplus
reserves 2.
Withdrawal of general
risk provisions 3.
Distribution to owners
(or shareholders) 4.
Others
(IV) Internal carryover of owners’ equity 1.
Transfer of capital
reserves into paid-in capital (or share capital) 2.
Transfer of surplus
reserves into paid-in capital (or share capital) 3.
Surplus reserves for
making up losses 4.
Others
(V) Special reserves 1.
Withdrawal in the current
year 2.
Use in the current period
(VI) Others IV. Ending balance of the current period

— 196 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Total Undistributed
owners’
profits
equity
1,979,438,081.75
7,945,493,364.60



1,979,438,081.75
7,945,493,364.60
155,864,766.85
2,538,233,819.40
1,481,475,709.81
1,481,475,709.81

1,407,097,450.57


1,400,000,000.00

7,097,450.57

-498,486,911.96
-350,339,340.98
-148,147,570.98
-350,339,340.98
-350,339,340.98

-827,124,031.00



-827,124,031.00




2,135,302,848.60 10,483,727,184.00
Surplus reserves 291,337,386.02 291,337,386.02 148,147,570.98 148,147,570.98 148,147,570.98 439,484,957.00
Special reserves
Other comprehensive income 21,261,250.12 21,261,250.12 21,261,250.12
Current period Less: Treasury shares 618,351,200.00 618,351,200.00 618,351,200.00 618,351,200.00
8.
Statement of changes in owners’ equity of the parent company
Amount in the current period Item Other equity instruments Share
Capital
Preferred
Perpetual
capital
reserves
shares
bonds
Others
I.
Ending balance of last year
1,378,540,051.00



4,274,916,595.71
Add: Changes in accounting policies




Correction of previous errors




Others




II. Opening balance of the current year
1,378,540,051.00



4,274,916,595.71
III. Increase/decrease of the current period (“-” for decrease)
2,948,520,102.00

1,400,000,000.00
— -1,495,947,420.43
(I)
Total comprehensive income




(II) Owners’ capital injected and reduced
191,440,000.00

1,400,000,000.00

434,008,650.57
1.
Ordinary shares invested by
shareholders
191,440,000.00



426,911,200.00
2.
Capital invested by holders of other
equity instruments


1,400,000,000.00

3.
Amounts of share-based payments
included in owners’ equity




7,097,450.57
4.
Others




(III) Profit distribution




1.
Withdrawal of surplus reserves




2.
Distribution to owners (or shareholders))




3.
Others




(IV) Internal carryover of owners’ equity
2,757,080,102.00


— -1,929,956,071.00
1.
Transfer of capital reserves into paid-in
capital (or share capital)
1,929,956,071.00


— -1,929,956,071.00
2.
Transfer of surplus reserves into paid-in
capital (or share capital)




3.
Surplus reserves for making up losses




4.
Others
827,124,031.00



(V) Special reserves




1.
Withdrawal in the current year




2.
Use in the current period




(VI) Others




IV. Ending balance of the current period
4,327,060,153.00

1,400,000,000.00

2,778,969,175.28

— 197 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Total Undistributed
owners’
profits
equity
915,981,227.21
4,561,070,767.47



915,981,227.21
4,561,070,767.47
1,063,456,854.54
3,384,422,597.13
1,336,090,734.07
1,336,090,734.07

2,187,356,669.18

2,172,332,830.19



-272,633,879.53
-139,024,806.12
-133,609,073.41
-139,024,806.12
-139,024,806.12










1,979,438,081.75
7,945,493,364.60
Surplus reserves 157,728,312.61 157,728,312.61 133,609,073.41 133,609,073.41 133,609,073.41 291,337,386.02
Special reserves
Other comprehensive income 6,237,411.13 6,237,411.13 15,023,838.99 15,023,838.99 21,261,250.12
Last period Less: Treasury shares
Capital reserves 2,322,583,765.52 2,322,583,765.52 1,952,332,830.19 1,952,332,830.19 1,952,332,830.19 4,274,916,595.71
Others
Other equity instruments Preferred
Perpetual
shares
bonds


























Share capital 1,158,540,051.00 1,158,540,051.00 220,000,000.00 220,000,000.00 220,000,000.00 1,378,540,051.00
Item I.
Ending balance of last year
Add: Changes in accounting policies Correction of previous errors Others II. Opening balance of the current year III. Increase/decrease of the current period (“-” for decrease) (I)
Total comprehensive income
(II) Owners’ capital injected and reduced 1.
Ordinary shares invested by
shareholders 2.
Capital invested by holders of other
equity instruments 3.
Amounts of share-based payments
included in owners’ equity 4.
Others
(III) Profit distribution 1.
Withdrawal of surplus reserves
2.
Distribution to owners (or shareholders)
3.
Others
(IV) Internal carryover of owners’ equity 1.
Transfer of capital reserves into paid-in
capital (or share capital) 2.
Transfer of surplus reserves into paid-in
capital (or share capital) 3.
Surplus reserves for making up losses
4.
Others
(V) Special reserves 1.
Withdrawal in the current year
2.
Use in the current period
(VI) Others IV. Ending balance of the current period

— 198 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Notes to Financial Statements of Jinke Property Group Co., Ltd.

2015

Unit: RMB

I. General information about the Company

Formerly Chongqing Dong Yuan Industry Development Co., Ltd. (formerly known as Chongqing Dong Yuan Steel Co., Ltd.), Jinke Property Group Co., Ltd. (hereinafter referred to as the Company) was established upon restructuring from the former Forth Iron and Steel Plant of Chongqing Iron and Steel Company as approved by Chongqing Municipal People’s Government in Doc. Chong Fu Fa (1986) No. 290 and was registered with Chongqing Administration for Industry and Commerce on 29 March 1994, with its headquarters in Jiangbei District, Chongqing. The Company now holds the business license with unified social credibility code: 91500000202893468X, its registered capital is 4,327,060,153.00, and the total shares are 4,327,060,153 (with a par value of RMB1 each), including 678,270,487 tradable shares with sale limitations and 3,648,789,666 tradable shares without sale limitations.

As a real estate developer, the Company mainly engages in real estate development, property management, installation of mechanical and electrical equipment (the abovementioned operating activities should be carried out with qualification certificate); sales of buildings, decorative materials and chemicals (excluding hazardous chemicals) and hardware; rental of self-owned houses; corporate management consulting service, imports & exports of goods and technologies (for items prohibited by laws and regulations, relevant operating activities should not be carried out; for items restricted by laws and regulations, relevant operating activities may be carried out only after relevant license or approval is obtained). Main products or labor services provided include sales of real estate, wind power investment and development, property management, hotel operation, landscaping engineering, doors & windows engineering, decoration engineering, and sales of materials.

The Financial Statements were approved to be disclosed to the public at the 28th meeting of the 9th Board of Directors of the Company on 26 March 2016. The Company incorporated 130 subsidiaries including Chongqing Jinke Real Estate Development Co., Ltd., Chongqing Jinke Industrial Group Hongjing Real Estate Development Co., Ltd. and Chongqing Jinke Junyao Real Estate Development Co., Ltd. into the scope of the consolidated financial statements for the current period, with details set out in the change of consolidation scope and description of interests in other entities in the notes to the Financial Statements.

II. Basis for preparation of the financial statements

(I) Preparation basis

The Company’s financial statements are prepared on the going-concern basis.

— 199 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(II) Evaluation of going-concern ability

The Company is not involved in any events or conditions that may cast significant doubt about the going-concern assumptions for 12 months after the end of the reporting period.

III. Critical accounting policies and accounting estimates

Important notice: The Company has formulated specific accounting policies and accounting estimates for transactions or events including withdrawal of provision for bad debts of receivables, depreciation of fixed assets, amortization of intangible assets, revenue recognition according to the actual production and operation characteristics.

(I) Statement of compliance with the Accounting Standards for Business Enterprises

The financial statements prepared by the Company comply with the Accounting Standards for Business Enterprises and give a true and complete view of the financial position, operating results and cash flow of the Company.

(II) Accounting period

The Company takes the Gregorian calendar year as the fiscal year, i.e. from 1 January to 31 December.

(III) Operation cycle

The Company mainly develops real estate products for sale and rental, and its operation cycle is usually from land purchase to completion and sale or rental of developed products and recovery of cash or cash equivalents, usually longer than 12 months.

(IV) Recording currency

The Company uses Renminbi as the recording currency.

(V) Accounting for merger of enterprises under and not under the same control

  1. Accounting for merger of enterprises under the same control

The assets and liabilities acquired by the Company through merger with other enterprise are measured as per the book value of the merged party in the consolidated financial statements of the ultimate controller on the date of merger. The Company adjusts the capital reserve based on the difference between the share of the book value of the owners’ equity of the merged party in the consolidated financial statements of the ultimate controller and the book value of the paid consideration for merger or the aggregate book value of shares issued; in case of capital reserve insufficient for writedown, the retained earnings will be adjusted.

— 200 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Accounting for merger of enterprises not under the same control

The difference of the merger cost of the Company above the share of the fair value of identifiable net assets of the acquired party obtained through merger on the date of acquisition is recognized as goodwill; in case of the difference of the merger cost of the Company below the share of the fair value of identifiable net assets of the acquired party obtained through merger, the measurement of the fair value of various obtained identifiable assets, liabilities and contingent liabilities of the acquired party and the merger cost should be reviewed first, and if the merger cost is still lower than the share of the fair value of identifiable net assets of the acquired party obtained through merger after review, the difference is stated as current gain/loss.

(VI) Preparation method of consolidated financial statements

The parent company incorporates all subsidiaries under its control into the consolidation scope of the consolidated financial statements. Based on the financial statements of the parent company and subsidiaries thereof, the consolidated financial statements are prepared by the parent company according to other relevant data and the Accounting Standard for Business Enterprises No. 33 — Consolidated Financial Statements .

(VII) Classification of joint arrangement and accounting for joint operation

  1. Joint arrangement is classified as either a joint operation or a joint venture.

  2. When the Company is a joint operator, the following items relating to the interests in the joint operation are recognized:

  3. (1) Recognize the assets held separately, as well as the assets held jointly as per the shares;

  4. (2) Recognize the liabilities assumed separately, as well as liabilities shared commonly as per the shares;

  5. (3) Recognize the revenue from sales of shares of the joint operation held by the Company;

  6. (4) Recognize the revenue from sales of assets of the joint operation as per the shares held by the Company;

  7. (5) Recognize the expenses incurred separately, as well as expenses incurred to the joint operation as per the shares held by the Company.

(VIII) Standards for determining cash and cash equivalents

Cash stated in the cash flow statement refers to cash on hand and deposits that can be readily withdrawn on demand. Cash equivalent refers to investment that is short in term, highly mobile, easily convertible into given amount of cash and subject to an insignificant risk of change in value.

— 201 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (IX) Translation of foreign currency businesses and foreign currency financial statements

1. Translation of foreign currency businesses

At the time of initial recognition, foreign currency transactions are translated into RMB amount at the spot exchange rate on the date of transaction. On the balance sheet date, foreign currency monetary items are translated at the spot exchange rate on that date, and the exchange difference arising from different exchange rates is stated as current gain/loss except the exchange difference arising from the specific-purpose foreign currency loan principals and interests relating to setup of assets meeting the capitalization conditions; foreign currency non-monetary items measured at historical cost are translated at the spot exchange rate on the date of transaction, without changing its RMB amount; foreign currency non-monetary items measured at fair value are translated at the spot exchange rate on the date of determination of fair value, with the difference stated as current gain/loss or other comprehensive income.

2. Translation of foreign currency financial statements

The assets and liabilities in the balance sheet are translated at the spot exchange rate on the balance sheet date; the owners’ equity excluding “undistributed profit” is translated at the spot exchange rate on the date of transaction; and the revenues and expenses in the income statement are translated at the exchange rate approximate to the spot exchange rate on the date of transaction. The aforesaid translation differences in foreign currency financial statements are stated as other comprehensive income.

(X) Financial instruments

1. Classification of financial assets and financial liabilities

At the time of initial recognition, financial assets are classified into financial assets measured at fair value through profit or loss (including tradable financial assets and financial assets specified to be measured at fair value through profit or loss at the time of initial recognition), held-to-maturity investments, loans and receivables, and available-for-sale financial assets.

At the time of initial recognition, financial liabilities are classified into financial liabilities measured at fair value through profit or loss (including tradable financial liabilities and financial liabilities specified to be measured at fair value through profit or loss at the time of initial recognition), and other financial liabilities.

2. Recognition basis, measurement method and conditions for derecognition of financial assets and financial liabilities

A financial asset or financial liability is recognized when the Company becomes a party to the contract of financial instrument. At the time of initial recognition, financial assets or financial

— 202 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

liabilities are measured at fair value; the relevant transaction expenses relating to financial assets and financial liabilities measured at fair value through profit or loss are directly stated as current gains/losses; the relevant transaction expenses relating to other financial assets or financial liabilities are stated as initially recognized amount.

The Company makes subsequent measurement on the financial assets at fair value and does not deduct any transaction expenses arising in future due to disposal of the financial assets, except in the following circumstances:

  • (1) held-to-maturity investments and loans and receivables are measured at amortized cost by the actual interest rate;

  • (2) equity instrument investment which has no quote in an active market and the fair value of which cannot be measured reliably and derivative financial assets that relate to the equity instrument and should be settled by delivery of the equity instrument are measured on the basis of cost.

The Company makes subsequent measurement on the financial liabilities at amortized cost by the actual interest rate, except in the following circumstances:

  • (1) financial liabilities measured at fair value through profit or loss are measured at fair value, and any transaction expenses which may arise at the settlement of financial liabilities in future are not deducted;

  • (2) derivative financial instruments, which relate to equity instrument which has no quote in an active market and the fair value of which cannot be measured reliably, and which should be settled by delivery of the equity instrument are measured on the basis of cost;

  • (3) for the financial guarantee contracts which are not financial liabilities designated to be measured at fair value through profit or loss, or the loan commitments which are not designated to be measured at fair value through profit or loss and which will enjoy a loan interest rate lower than the market level, a subsequent measurement should be made by the higher of the following two amounts after the initial recognition:

  • 1) amount determined according to the Accounting Standard for Business Enterprises No. 13 — Contingencies ; and

  • 2) balance of the initially recognized amount minus the accumulative amortization amount determined according to the Accounting Standard for Business Enterprises No. 14 — Revenue .

— 203 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Gains or losses arising from change in fair value of financial assets or financial liabilities other than those relating to hedging are disposed of as follows:

  • (1) gains or losses arising from change in the fair value of financial assets or financial liabilities measured at fair value through profit or loss are stated as revenues from change in fair value; interest or cash dividend obtained while the assets are held is recognized as return on investment; at the time of disposal, the difference between the amount actually received and the amount initially entered into account is recognized as return on investment, and the revenue from change in fair value is adjusted at the same time.

  • (2) Change in fair value of available-for-sale financial assets is stated as other comprehensive income; interest calculated by actual interest rate method during the holding period is stated as return on investment; cash dividend of available-for-sale equity instrument investment is stated as return on investment when the invested entity announces distribution of dividend; at the time of disposal, the difference between the amount actually received and the book value minus the accumulative amount of the change in fair value originally stated as owners’ equity is stated as return on investment.

If the contract right to collect cash flow from a certain financial asset is terminated or if almost all the risks and returns relating to the ownership of the financial asset have been transferred, the financial asset should be derecognized; if the current obligation of a financial liability is exempted in part or in whole, the financial liability or part thereof should be derecognized accordingly.

3. Recognition basis and measurement method of transfer of financial assets

If the Company has transferred almost all the risks and returns relating to the ownership of a financial asset to the transferee, it should derecognize the financial asset; if the Company reserves almost all the risks and returns relating to the ownership of a financial asset, it should continue to recognize the transferred financial asset and recognize the consideration received as a financial liability. If the Company has neither transferred nor reserved almost all the risks and returns relating to the ownership of a financial asset, relevant disposal should be made as follows, respectively:

  • (1) if the Company gives up the control over the financial asset, it should derecognize the financial asset;

  • (2) if the Company does not give up the control over the financial asset, it should recognize the relevant financial asset according to the extent of its continuous involvement in the transferred financial asset, and the relevant liability should be recognized accordingly.

If the transfer of an entire financial asset satisfies the conditions for derecognition, the difference between the amounts of the following two items should be stated as current gain/loss:

  • (1) the book value of the transferred financial asset;

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) the sum of consideration received from the transfer and the accumulative amount of the change in the fair value originally stated as owners’ equity.

If the transfer of partial financial asset satisfies the conditions for derecognition, the entire book value of the transferred financial asset should, between the portion which has been derecognized and the portion which has not been derecognized, be amortized according to their respective fair values, and the difference between the amounts of the following two items should be stated as current gain/loss:

  • (1) the book value of the portion which has been derecognized;

  • (2) the sum of consideration of the portion which has been derecognized and the accumulative amount of the change in fair value originally stated as owners’ equity, corresponding to the portion which has been derecognized.

  • Determination methods of fair value of financial assets and financial liabilities

The Company uses evaluation techniques which apply to the current circumstance and are supported by enough available data and other information to determine the fair value of relevant financial assets and financial liabilities. The Company divides the input values used by evaluation techniques into the following levels and uses them in sequence:

  • (1) The input value at the first level is the unadjusted quote in an active market for the same assets or liabilities which can be obtained on the date of measurement;

  • (2) The input value at the second level is the directly or indirectly observable input value of relevant assets or liabilities other than the input value at the first level, including quote for similar assets or liabilities in an active market; quote for identical or similar assets or liabilities in a market that is not active; other observable input value other than quote, e.g. interest rates and yield curves observable at commonly quoted intervals; market-corroborated input value;

  • (3) The input value at the third level is the unobservable input value of relevant assets or liabilities, including interest rate which cannot be observed directly or corroborated by observable market data, stock volatility, future cash flow of retirement obligation assumed during merger of enterprises, financial forecast made based on its own data, etc.

  • Impairment test of financial assets and method of withdrawal of provision for impairment

  • (1) The Company should check the book value of financial assets other than those measured at fair value through profit or loss on the balance sheet date, and the provision for impairment should be withdrawn if there is objective evidence showing the financial assets have suffered impairment.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) For held-to-maturity investments, loans and receivables, the financial asset whose amount is significant individually should experience the independent impairment test; the financial asset whose amount is insignificant individually may experience the impairment test independently or be included in portfolios of financial assets with similar credit risk features so as to carry out an impairment test; if, upon the independent test, the financial assets (including those financial assets whose amount is significant individually) have not been impaired, they should be included in portfolios of financial assets with similar credit risk features so as to conduct an impairment test. If the test result shows impairment has happened, the impairment loss is determined as per the difference of the book value above the expected future cash flow.

  • (3) Available-for-sale financial assets

  • 1) Objective evidence showing investment in available-for-sale debt investment has been impaired includes:

    • ① Serious financial difficulty of the debtor;

    • ② A breach of contract by the debtor, such as a default or delay in interest or principal payment;

    • ③ The Company, for economic and legal reasons relating to the debtor’s financial difficulty, granting a concession to the debtor;

    • ④ It becoming probable that the debtor will enter bankruptcy or other financial reorganization;

    • 5 The disappearance of an active market for the debt instrument because of financial difficulties of the debtor;

    • ⑥ Other evidence showing the available-for-sale debt instrument has been impaired.

  • 2) Objective evidence showing available-for-sale equity instrument investment has been impaired includes the significant or non-transient drop in the fair value of investment in equity instrument and significant adverse change in the technical, market, economic or legal environment, etc. in which the invested entity operates, indicating that the cost of the investment may not be recovered by the Company.

The Company conducts independent check on various available-for-sale equity instrument investments on the balance sheet date. For the equity instrument investment measured at cost, the Company determines whether the equity instrument has been impaired factoring whether the technical, market, economic or legal environment in which the invested entity operates, experiences significant adverse change.

— 206 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

If the available-for-sale equity instrument measured at cost has been impaired, the difference between the book value of the equity instrument investment and the present value of the future cash flow discounted at the current market yield rate of similar financial assets is recognized as impairment loss and stated as current gain/loss, and the impairment loss incurred should not be restated once recognized.

(XI) Receivables

  1. Receivables whose amount is significant individually and for which provision for bad debts is withdrawn individually

Basis or amount standard for determining RMB10 million or above a receivable with significant amount Withdrawal method for receivables whose Impairment test is conducted separately, and amount is significant individually and provision for bad debts is withdrawn as per for which provision for bad debts is the difference of the present value of the withdrawn individually future cash flow below the book value.

  1. Receivables for which the provision for bad debts is withdrawn by combination of credit risk features

  2. (1) Specific combination and withdrawal method for provision for bad debts

Basis for combination determination

Age combination Receivables with same account age have similar credit risk features Deposit combination Deposits Combination of transactions with Receivables of connected parties in the connected parties in the consolidation consolidation scope scope

Withdrawal method for provision for bad debts by combination of credit risk features

Age combination Age analysis method Deposit combination Impairment test is conducted separately, and provision for bad debts is withdrawn as per the difference of the present value of the future cash flow below the book value.

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Combination of transactions with connected parties in the consolidation scope

Impairment test is conducted separately, and provision for bad debts is withdrawn as per the difference of the present value of the future cash flow below the book value.

  • (2) Age analysis method
Withdrawal
percentage of Withdrawal
accounts receivable percentage of other
Age (%) receivables (%)
Within 1 year (inclusive, same below) 1 1
1-2 years 5 5
2-3 years 20 20
3-5 years 50 50
Above 5 years 100 100
  1. Receivables whose amount is insignificant individually but for which provision for bad debts is withdrawn individually

Reasons for withdrawing provision for The present value of the future cash flow of bad debts individually receivables significantly differs from that of the receivable combination with age as credit risk feature

Withdrawal method for provision for bad Provision for bad debts is withdrawn as per debts the difference of the present value of the future cash flow below the book value.

For other receivables including notes receivable, interests receivable, long-term receivables, provision for bad debts is withdrawn as per the difference of the present value of the future cash flow below the book value.

(XII) Inventories

1. Classification of inventories

Inventories include the land for development held for sale or use during development and operation, developed products, developed products which are intended to be sold but are temporarily rented, products to be developed, short-term house, material inventory, equipment inventory and low-value consumables, as well as development cost during development. In particular, the products to be developed refer to the land which has been purchased and is determined to be developed into the completed, developed product. If the project is developed as a whole, the products to be developed should be fully stated in the development cost; if the project is developed by phase, the land for phased development should be partially stated in the development cost, and the undeveloped land in later phase is kept in the product to be developed.

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  1. Method for appraising outgoing inventories

  2. (1) Outgoing materials and equipment should be appraised by weighted average method at the end of month.

  3. (2) During project development, the land for development should be amortized as per the land area of the developed products and be stated in the development cost of the project.

  4. (3) Accounting for the developed products should be carried out by floor area averaging method.

  5. (4) The developed products which are intended to be sold but are temporarily rented and the short-term houses are amortized evenly on a straight line basis over the expected service life of the Company’s fixed assets of the same type.

  6. (5) If the public supporting facilities are completed earlier than relevant developed products, after completion settlement, the public supporting facilities should be amortized as per floor area of relevant development project and be stated in the development cost of relevant development project; if the public supporting facilities are completed later than relevant developed products, the expenses for public supporting facilities should be accrued by relevant developed products first, and then the cost of relevant developed product should be adjusted as per the difference between the actual amount and the accrued amount after completion settlement of the public supporting facilities.

3. Determination basis of net realizable value of inventories and withdrawal method for provision of inventory depreciation

On the balance sheet date, inventories are measured by the lower of cost and net realizable value, and provision for inventory depreciation is withdrawn as per the difference by which the inventory cost is higher than the net realizable value. The net realizable values of inventories for direct sales are determined by the estimated selling prices of the inventories minus estimated sales expenses and related taxes during normal production and operation; the net realizable values of inventories needing to be processed are determined by the estimated selling prices of finished goods made from the said inventories minus the estimated costs to be incurred until completion, estimated sales expenses and related taxes during normal production and operation; in case the price of part of an inventory is specified in the contract but that of the other parts under the same account is not specified in the contract by the balance sheet date, their net realizable values are determined separately and compared with their corresponding costs in order to determine the amount for withdrawal or reversal of provision for inventory depreciation.

  1. Stocktaking system for inventories

Stocktaking is based on perpetual inventory system.

  1. Amortization of low-value consumables

Low-value consumables are amortized by lump sum.

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(XIII) Assets classified as held-for-sale assets

The Company classifies the non-current assets (excluding financial assets) meeting the following conditions as held-for-sale assets:

  1. the component part must be available for immediate sales under the current conditions merely according to general and common terms on sale of the component part;

  2. a resolution has been made regarding disposal of the component part;

  3. an irrevocable transfer agreement has been signed with the transferee;

  4. the transfer is very likely to be completed within a year.

(XIV) Long-term equity investment

  1. Determination of joint control and significant influence

Joint control is the contractually agreed sharing of control over an arrangement, and exists only when the activities relating to the arrangement require the unanimous consent of the parties sharing control. Significant influence is the power to participate in decisions of the financial and operating policies of the invested entity but is not control or joint control over formulation of those policies with other parties.

  1. Determination of investment cost

  2. (1) Regarding merger of enterprises under the same control, the merging party takes cash payment, transfer of non-cash assets, bearing of liability, or issue of equity securities as consideration for merger, the book value of owners’ equity of the merged party obtained on the date of merger in the consolidated financial statements of the ultimate controller is taken as the initial investment cost thereof. The capital reserve is adjusted as per the difference between the initial investment cost of the long-term equity investments and the book value of the paid consideration for merger or the aggregate book value of shares issued; in case of capital reserve insufficient for writedown, the retained earnings will be adjusted.

When long-term equity investment is obtained through merger of enterprises under the same control achieved by multiple transactions in stages, the Company determines whether it is a “package deal”. If it is a “package deal”, various transactions are considered as a transaction for acquisition of control in accounting. If it is not a “package deal”, on the date of merger, the initial investment cost is recognized at the share of the book value of net assets of the merged party in the consolidated financial statements of the ultimate controller. The capital reserve is adjusted as per the difference between the initial investment cost of the long-term equity investments on the date of merger and the sum of the book value of the long-term equity investment before merger and the book value of the paid consideration for the newly acquired shares on the date of merger; in case of capital reserve insufficient for writedown, the retained earnings will be adjusted.

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  • (2) For the merger of enterprises not under the same control, the fair value of the paid consideration for merger is taken as the initial investment cost on the date of acquisition. When the long-term equity investment is obtained through merger of enterprises not under the same control achieved by multiple transactions in stages, the Company determines whether it is stated in a stand-alone financial statement or the consolidated financial statements in accounting.

  • 1) In a stand-alone financial statement, the sum of the book value of the previously held equity investments and the new investment cost is taken as the initial investment cost stated by cost method.

  • 2) In the consolidated financial statements, the Company determines whether it is a “package deal”. If it is a “package deal”, various transactions are considered as a transaction for acquisition of control in accounting. If it is not a “package deal”, for the equity of the acquired party held before the date of acquisition should be re-measured at the fair value of the equity on the date of acquisition, and the difference between the fair value and the book value is stated as current return on investment; if the equity of the acquired party held before the date of acquisition involves other comprehensive income stated by equity method, other comprehensive income relating thereto should be reclassified as current revenue on the date of acquisition, excluding other comprehensive income arising from change in net liabilities or net assets from remeasurement of defined benefit plan by the invested party.

  • (3) Long-term equity investment obtained through ways other than merger of enterprises: For acquisition by cash payment, the acquisition price actually paid is taken as the initial investment cost; for acquisition by issue of equity securities, the fair value of the equity securities issued is taken as the initial investment cost; for acquisition by debt reorganization, the initial investment cost is determined in accordance with the Accounting Standard for Business Enterprises No. 12 — Debt Reorganization ; for acquisition by exchange of non-monetary assets, the initial investment cost is determined in accordance with the Accounting Standard for Business Enterprises No. 7 — Exchange of Non-monetary Assets .

3. Subsequent measurement and method for recognizing gain/loss

Long-term investments in invested entities are stated using the cost method; long-term investments in associated enterprises and joint ventures are stated using the equity method.

  1. Accounting for disposal of investments in subsidiaries through multiple transactions in stages, resulting in loss of control

  2. (1) Stand-alone financial statement

The difference between the book value of the disposed equity and the consideration actually obtained is stated as current gain/loss. The residual equity in the invested entities with material impact

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or joint control with other party is stated by the equity method; the residual equity in the invested entities without control, joint control or material impact is recognized as financial assets and stated in accordance with relevant provisions of the Accounting Standard for Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments .

  • (2) Consolidated financial statements

  • 1) Disposal of investments in subsidiaries through multiple transactions in stages resulting in loss of control, which transactions are not “package deal”. Before loss of control, the capital reserve (capital premium) should be adjusted as per the difference between the disposal price and net asset share continuously calculated as from the date of acquisition or merger and held in the subsidiaries after disposal of long-term equity investment. If the capital premium is insufficient for writedown, the retained earnings should be written down. If the control over the original subsidiaries is lost, the remaining equity should be recalculated as per its fair value on the date when the control is lost. The difference obtained after the sum of consideration obtained from disposal of equity and fair value of the remaining equity is subtracted by the share of net assets that are continuously calculated as per the original shareholding percentage as from the date of acquisition or merger and should be enjoyed in the original subsidiaries should be stated as investment income in the period when the control is lost and be used for writedown of goodwill. Other comprehensive income related to the original subsidiaries’ equity investment should be converted into current investment income at the time of loss of control.

  • 2) Disposal of investments in subsidiaries through multiple transactions in stages resulting in loss of control, which transactions are “package deal”. Various transactions should be accounted by taking them as a deal of disposal of the subsidiaries resulting in loss of control. However, before loss of control, the difference between each disposal consideration and net asset share that should be enjoyed in the subsidiaries after disposal of investment should be recognized as other comprehensive income in the consolidated financial statements and be converted into current gain/loss at the time of loss of control.

(XV) Investment properties

  1. Investment properties include the right to use land already rented, the right to use land held and prepared for transfer after appreciation and buildings already rented.

  2. Investment properties are initially measured at cost and subsequently measured as per the fair value pattern. For investment properties subsequently measured as per the fair value pattern, the basis for selection of accounting policies is:

  3. (1) There is an active real estate transaction market at the location of the investment properties.

  4. (2) The Company can obtain the market price and other relevant information of the same type or similar type of real estate from the real estate transaction market, so as to make a reasonable estimate of the fair value of the investment properties.

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FINANCIAL INFORMATION OF JINKE PROPERTY

The Company neither withdraws provisions for depreciation of investment properties nor amortizes investment properties. It adjusts the book values of the investment properties based on their fair values on the balance sheet date and the difference between fair value and the original book value should be stated as current gain/loss.

When the Company has concrete evidence showing that the purpose of the investment properties is changed and transforms the investment properties into self-used properties, the book value of the self-used properties is the fair value on the date of transformation and the difference between the fair value and the original book value should be stated as current gain/loss. When the Company transforms self-used properties or inventories into investment properties measured as per the fair value pattern, the investment properties should be measured as per the fair value on the date of transformation. If the fair value on the date of transformation is less than the original book value, the difference should be stated as current gain/loss. If the fair value on the date of transformation is more than the original book value, the difference should be stated as capital reserve.

(XVI) Fixed assets

1. Conditions for recognition of fixed assets

Fixed assets are tangible assets held for the purpose of commodity production, labor provision, lease or operation management and used for more than one fiscal year. Fixed assets are recognized when economic benefits are likely to flow in and their costs can be measured reliably.

2. Method of depreciation of fixed assets

Term of Annual
depreciation Residual depreciation
Category Method of depreciation (year) rate (%) rate (%)
Houses and buildings Average service life method 35 5 2.71
House and building Average service life method 6 16.67
decoration
Machinery equipment Average service life method 10 5 9.5
Power generation and Average service life method 20 5 4.75
relevant equipment
Electronic equipment Average service life method 5 5 19
Household appliances Average service life method 5 5 19
Means of transport Average service life method 5 5 19
Other equipment Average service life method 5 5 19

(XVII) Construction in progress

  1. Construction in progress is recognized when economic benefits are likely to flow in and their costs can be measured reliably. Construction in progress is measured as per the actual cost incurred before the said assets built reach their intended condition for use.

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  1. When the construction in progress has reached the intended condition for use, it will be treated as fixed assets as per the actual construction cost. If the construction in progress has reached the intended condition for use but completion accounting is not carried out, the construction in progress should be first treated as fixed assets as per the estimated value. After completion accounting is carried out, the original estimated value should be adjusted as per the actual cost, but the provision for depreciation withdrawn should not be adjusted.

(XVIII)Borrowing costs

  1. Principle for recognition of capitalization of borrowing costs

If the borrowing costs incurred to the Company can be directly attributed to purchase and construction or production of assets qualified for capitalization, they should be capitalized and stated as relevant asset costs. Other borrowing costs should be recognized as expenses at the time of incurrence and stated as current gains/losses.

  1. Capitalization period of borrowing costs

  2. (1) When the borrowing costs meet the following conditions simultaneously, they should be capitalized: 1) asset expenditure has occurred; 2) borrowing cost has occurred; 3) the purchase and construction or production activities needed for bringing the assets into their intended condition for use or sale have been commenced.

  3. (2) If the purchase and construction or production of the assets qualified for capitalization are discontinued abnormally, and the discontinuation lasts for over three months, capitalization of the borrowing costs should be suspended. Borrowing costs incurred during discontinuation should be recognized as current expenses until the purchase and construction or production activities resume.

  4. (3) When the assets qualified for capitalization under purchase and construction or production reach their intended condition for use or sale, capitalization of the borrowing costs should be ceased.

  5. Capitalization rate and amount of borrowing costs

If special loans are borrowed for purchase and construction or production of assets qualified for capitalization, the amount obtained after the interest expenses (including amortization of discount or premium determined by the effective interest rate method) actually incurred in the period when the special loans are borrowed are subtracted by the interest income from depositing the unused borrowings in the bank or investment income from temporary investment with the unused borrowings should be recognized as the interest amount that should be capitalized. If the general loans are occupied for the purchase and construction or production of assets qualified for capitalization, the interest amount of general loans that should be capitalized should be calculated and determined based on the weighted average of the surplus between accumulated asset expenditure and the asset expenditure of special loans times the capitalization rate of the occupied general loans.

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APPENDIX II

(XIX) Intangible assets

  1. Intangible assets including land use right, software and trademark right should be initially measured as per cost.

  2. Intangible assets with limited service life should be amortized systematically and reasonably in their service lives as per the expected form of realization of economic benefits relating to the said intangible assets. If the form of realization cannot be reliably determined, the intangible assets should be amortized on a straight-line basis. Specific service lives are as follows:

Amortization
Item period (year)
Land use right 30-50
Software 5
Trademark right 5

(XX) Impairment of some long-term assets

If there are signs that impairment of long-term assets such as long-term equity investments, fixed assets, construction in progress and intangible assets with limited service life may occur on the balance sheet date, their recoverable amount should be estimated. Regarding goodwill resulting from business merger and intangible assets with indefinite service life, impairment test should be conducted every year regardless whether there is any sign of impairment. The goodwill should, together with the related asset group or combination of asset group, be subject to the impairment test.

If the recoverable amount of the abovementioned long-term assets is lower than their book value, the difference should be recognized as provision for impairment and stated as current gain/loss.

(XXI) Long-term prepaid expenses

Long-term expenses refer to expenses incurred which have an amortization term of more than one year (exclusive). Long-term prepaid expenses are stated at the amount actually incurred, and amortized evenly by stages in the benefit period or specified period. If long-term prepaid expenses are not beneficial to subsequent accounting periods, the remaining value of the items after amortization should be stated as current gain/loss.

(XXII) Remuneration of employees

  1. Remuneration of employees includes short-term remuneration, post-employment benefits, termination benefits and other long-term employee benefits.

  2. Accounting for short-term remuneration: during the accounting period when the employees serve the Company, the short-term remuneration actually incurred should be recognized as liability and stated as current gain/loss or relevant asset cost.

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APPENDIX II

  1. Accounting for post-employment benefits: post-employment benefits include defined contribution plan and defined benefit plan.

  2. (1) During the accounting period when the employees serve the Company, the amount to be contributed as calculated according to the defined contribution plan should be recognized as liabilities and stated as current gain/loss or relevant asset cost.

  3. (2) Accounting for defined benefit plan should usually include the following procedures:

    • 1) According to the expected cumulative unit credit method, relevant demographic variable and financial variable should be estimated based on unbiased and mutually consistent actuarial assumption, so as to calculate the obligations resulting from the defined benefit plan and determine the period of relevant obligations. Meanwhile, the obligations resulting from the defined benefit plan are discounted so as to determine the present value of obligations resulting from the defined benefit plan and current service cost;

    • 2) If the defined benefit plan has assets, the deficit or surplus obtained after the present value of obligations resulting from the defined benefit plan is subtracted by the fair value of assets of the defined benefit plan should be recognized as a net liability or net asset of the defined benefit plan. If the defined benefit plan has surplus, the net assets of the defined benefit plan should be measured based on the lower of surplus and asset limit of the defined benefit plan;

    • 3) At the end of the period, the employee remuneration cost resulting from the defined benefit plan should be recognized as service cost, net interest of net liabilities or net assets of the defined benefit plan, and change resulting from recalculation of net liabilities or net assets of the defined benefit plan. In particular, the service cost and the net interest of the net liabilities or net assets of the defined benefit plan should be stated as current gain/loss or relevant asset cost. Change resulting from recalculation of the net liabilities or net assets of the defined benefit plan should be stated as other comprehensive income and should not be converted into gain/loss in subsequent accounting period, but the amount recognized as other comprehensive income may be transferred within the equity scope.

  4. Accounting for termination benefit: regarding termination benefits provided to the employees, liabilities of employee remuneration resulting from termination benefits should be recognized at the earlier of the following dates and stated as current gains/losses:

  5. (1) when the Company cannot unilaterally cancel the termination benefits provided due to cancellation of labor relation plans or cutdown proposals;

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APPENDIX II

  • (2) when the Company recognizes costs or expenses relating to restructuring involving payment of termination benefits.

  • Accounting for other long-term employee benefits

If other long-term benefits provided to employees comply with defined contribution plan, accounting should be carried out according to the relevant provisions of the defined contribution plan;

Other long-term benefits should be accounted according to the relevant provisions of the defined benefit plan. To simplify accounting, the employee remuneration cost arising therefrom should be recognized as service cost, and the sum of the net interest of net liabilities or net assets of other long-term employee benefits and change resulting from recalculation of net liabilities or net assets of other long-term employee benefits should be stated as current gain/loss or relevant asset cost.

(XXIII) Estimated liabilities

  1. Obligations resulting from contingencies such as provision of external guarantee, litigation matters, product quality assurance and loss contract are present obligations of the Company. Performance of the said obligations may lead to outflow of economic benefits from the Company. Moreover, when the amount of the said obligations can be measured reliably, the Company should recognize the obligations as estimated liabilities.

  2. The Company should initially measure the estimated liabilities based on the best estimate it needs to pay for performance of relevant present obligations and review the book value of the estimated liabilities on the balance sheet date.

(XXIV) Share-based payment

1. Type of share-based payment

Share-based payment consists of equity-settled share-based payment and cash-settled share-based payment.

  1. Relevant accounting for implementation, revision and termination of share-based payment plans

  2. (1) Equity-settled share-based payment

As to an equity-settled share-based payment in return for services of employees, if the right may be exercised immediately after the grant, the fair value of the equity instruments should, on the date of grant, be stated as the relevant cost or expense and the capital reserves should be adjusted accordingly. As to an equity-settled share-based payment in return for services of employees, if the right cannot be exercised until the vesting period comes to an end or until the prescribed performance conditions are met, then on each balance sheet date within the vesting period, the services obtained in the current period should, based on the best estimate of the number of vested equity instruments, be stated as relevant costs or expenses at the fair value of the equity instruments on the date of grant and the capital reserves should be adjusted accordingly.

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Regarding equity-settled share-based payment in return for services of other parties, if the fair value of the service of any other party can be measured reliably, the equity-settled share-based payment should be measured as per the fair value of the service of the other party on the date of acquisition. If the fair value of the service of any other party cannot be measured reliably, but the fair value of the equity instruments can be measured reliably, the equity-settled share-based payment should be measured as per the fair value of the equity instruments on the date of the service acquisition and be stated as relevant cost or expense, and the owner’s equities should be increased accordingly.

(2) Cash-settled share-based payment

As to a cash-settled share-based payment in return for services of employees, if the right may be exercised immediately after the grant, the cash-settled share-based payment should be stated as relevant cost or expense as per the fair value of the liabilities undertaken by the Company on the date of grant, and the liabilities should be increased accordingly. As to a cash-settled share-based payment in return for services of employees, if the right cannot be exercised until the vesting period comes to an end or until the prescribed performance conditions are met, on each balance sheet date within the vesting period, the services obtained in the current period should, based on the best estimate of the information about the exercisable right, be stated as relevant costs or expenses and the corresponding liabilities at the fair value of the liabilities undertaken by the Company.

(3) Revision and termination of the share-based payment plans

If the revision leads to increase in the fair value of the equity instruments granted, the Company should recognize the increase of the services obtained according to the increase in the fair value of the equity instruments. If the revision leads to increase in the number of the equity instruments granted, the Company should recognize the fair value of the increased equity instruments as increase of the services obtained. If the Company changes the vesting conditions in a mode favourable to the employees, the Company should take into account the vesting conditions after change in dealing with the vesting conditions.

If the revision leads to decrease in the fair value of the equity instruments granted, the Company should continue to recognize the amount of the services obtained based on the fair value of the equity instruments on the date of grant, without considering the decrease in the fair value of the equity instruments. If the revision leads to decrease in the number of equity instruments, the Company should regard the decrease as cancellation of the equity instruments granted. If the Company changes the vesting conditions in a mode unfavourable to the employees, the Company may not consider the vesting conditions after change in dealing with the vesting conditions. If the Company cancels or settles the equity instruments granted in the vesting period (except for cancellation due to failure to meet vesting conditions), the Company should speed up dealing with the exercisable right based on the cancellation or settlement and immediately recognize the amount to be recognized in the remaining vesting period.

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(XXV) Other financial instruments including preferred stocks and perpetual bonds

According to standards relating to financial instruments and Provisions on the Distinction between Financial Liability and Equity Instruments and the Relevant Accounting Treatment (Cai Kuai [2014] No. 13), regarding the financial instruments like perpetual bonds, the Company should, according to the contract terms of the financial instruments issued and the economic essence they reflect rather than based on legal form only, and with reference to the definitions of financial assets, financial liabilities and equity instruments, classify such financial assets or their constituents as financial assets, financial liabilities or equity instruments at the time of initial recognition.

On the balance sheet date, regarding financial instruments classified as equity instruments, their interest expense or dividend payout should be used for the Company’s profit distribution and their repurchase and cancellation should be taken as equity change; regarding financial instruments classified as financial liabilities, their interest expense or dividend payout should be taken as borrowing cost and the gains or losses resulting from their repurchase or redemption should be stated as current gains/losses.

(XXVI) Accounting for maintenance funds

According to the relevant provisions at the location of the developed projects, the maintenance funds should be withdrawn and stated by the Company as development costs of relevant developed projects at the time of sale (presale) of the developed projects and uniformly turned in to the maintenance fund management department.

(XXVII) Accounting for quality assurance funds

The quality assurance funds should be deducted from the project payment for the construction unit according to the construction contracts. Maintenance expense incurred in the warranty period of the developed projects should be written down by the quality assurance funds. The balance of the quality assurance funds should be returned to the construction unit upon expiry of the specified warranty period of the developed projects.

(XXVIII) Revenue

1. Revenue from real estate sales

When the developed projects are completed and pass acceptance inspection, the sales contract is signed, the obligations specified in the contract are fulfilled, the major risks and rewards concerning the ownership of the developed projects are transferred to the buyers, the Company should no longer reserve continuous management right generally related to ownership or implement effective control over the developed projects sold. That is, when the procedures for delivery of houses are completed or the customers can be deemed as having received the houses according to the conditions specified in the sales contract, the amount of revenue can be measured reliably and relevant economic benefits are likely to flow in, namely, the buyers’ payment proof is obtained (usually, it means the down payment in the sales contact has been received and the arrangements for the remaining house payment have been confirmed), and relevant costs incurred or to be incurred can be measured reliably, sales revenue should be recognized.

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Sale of self-used houses: When major risks and rewards concerning the ownership of the self-used houses are transferred to the buyers, the Company should not reserve continuous management right generally related to ownership or implement effective control over the developed projects sold. When the amount of revenue can be measured reliably, relevant economic benefits are likely to flow in, and relevant costs incurred or to be incurred can be measured reliably, the sales revenue should be recognized.

2. Sales of commodities

Revenue from sales of commodities should be recognized when the following conditions are simultaneously satisfied: (1) the major risks and rewards concerning the ownership of the commodities are transferred to the buyers; (2) the Company no longer reserves the continuous management right generally related to ownership, or implements effective control over the commodities sold; (3) the amount of revenue can be measured reliably; (4) relevant economic benefits are likely to flow in; (5) relevant costs incurred or to be incurred can be measured reliably.

3. Provision of labor

If the transaction result of provision of labor can be measured reliably on the balance sheet date (the amount of revenue can be measured reliably, relevant economic benefits are likely to flow in, the progress of completion of transaction can be determined reliably, and the costs incurred and to be incurred can be measured reliably), the revenue from provision of labor should be recognized by the percentage-of-completion method. If the transaction result of provision of labor cannot be measured reliably on the balance sheet date, and the labor cost incurred can be made up upon prediction, the amount of the labor cost incurred should be recognized as revenue from provision of labor and the labor cost should be carried over as per the same amount. If the labor cost incurred cannot be made up upon prediction, the labor cost incurred should be stated as current gain/loss and the labor revenue should not be recognized.

Regarding property management, the property management revenue should be recognized when the property management service has been provided, the economic benefits relating to property management may flow into the enterprise and the costs relating to property management can be measured reliably.

4. Transfer of right to use assets

Revenue from transfer of right to use assets should be recognized when relevant economic benefits are likely to flow in and the amount of revenue can be measured reliably. Interest revenue should be determined as per the time of use of the Company’s monetary funds by others and the actual interest rate. Royalty revenue should be calculated and determined as per the charging time and method specified in relevant contract or agreement.

Regarding property lease, revenue from property lease should be recognized as per the lease term and rent specified in the lease contract or agreement when relevant economic benefits are likely to flow in.

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APPENDIX II

5. Construction contracts

If the result of the construction contracts can be measured reliably on the balance sheet date, the contract revenue and contract expenses should be recognized by the percentage-of-completion method. If the result of the construction contracts cannot be measured reliably on the balance sheet date, and the contract cost can be recovered, the contract revenue should be recognized as per the actual contract cost that can be recovered and the contract cost should be recognized as contract expense in the period when it is incurred. If the contract cost cannot be recovered, it should be immediately recognized as contract expense when it is incurred and the contract revenue should not be recognized.

If the estimated total contract cost exceeds the total contract revenue on the balance sheet date, the estimated loss should be recognized as current expense. Regarding construction contracts under performance, the difference thereof should be withdrawn for provisions for inventory depreciation. Regarding onerous contract to be performed, the difference thereof should be recognized as estimated liability.

Operating revenue of houses and projects subject to agency construction should be recognized by the percentage-of-completion method when an irrevocable construction contract has been signed for the houses and projects subject to agency construction, the economic benefits relating to the houses and projects subject to agency construction can flow into the enterprise, the stage of completion of the houses and projects subject to agency construction can be measured reliably, and the relevant costs of the houses and projects subject to agency construction can be measured reliably.

6. Revenue from electricity sales

Revenue from electricity sales should be recognized when the electricity is supplied to the provincial grid company at the location of the power plant. The Company should recognize the amount of revenue from electricity sales as per the fair value of the received or receivable contract or agreement price.

7. Revenue from other businesses

According to the provisions of relevant contract or agreement, revenue from other businesses should be recognized when the economic benefits relating to the transaction can flow into the enterprise and the revenue-related cost can be measured reliably.

(XXIX) Government subsidies

1. Judgment basis and accounting for assets-related government subsidies

The assets-related government subsidies refer to the government subsidies obtained by the Company and used for purchasing and constructing or otherwise forming long-term assets. The assets-related government subsidies are recognized as deferred incomes, evenly allocated in the service life of relevant assets, and stated as current gains/losses. However, the government subsidies measured as per nominal amount are directly stated as current gains/losses.

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APPENDIX II

  1. Judgment basis and accounting for income-related government subsidies

The income-related government subsidies refer to government subsidies other than assets-related government subsidies. The income-related government subsidies should be recognized as deferred incomes if they are used for making up relevant expenses or losses in the subsequent period and should be stated as current gains/losses during the period when relevant expenses are recognized. The income-related government subsidies used for making up relevant expenses or losses incurred should be directly stated as current gains/losses.

(XXX) Deferred tax assets and deferred tax liabilities

  1. According to the difference between the book values of the assets and liabilities and their tax basis (if the tax basis for items not recognized as assets and liabilities can be determined according to tax law, the difference is that between the tax basis and their book values), the deferred tax assets or deferred tax liabilities should be calculated and recognized as per the prevailing tax rate during the period when the assets are expected to be recovered or the liabilities are liquidated.

  2. Deferred tax assets should be recognized when it is likely to obtain the taxable income used for deducting a deductible temporary difference. If, on the balance sheet date, there is concrete evidence showing that it is likely to obtain sufficient taxable income for deducting a deductible temporary difference in the future, the deferred tax assets unrecognized in the previous accounting periods should be recognized.

  3. If, upon review of the book value of the deferred tax assets on the balance sheet date, it is unlikely to obtain sufficient taxable income for deducting the benefit of deferred tax assets in the future, the book value of the deferred tax assets should be written down. If sufficient taxable income is likely to be obtained, the amount written down will be restated.

  4. The Company’s current income tax and deferred income tax should be taken as income tax expense or gain and stated as current gain/loss, but income tax resulting from the following circumstances should be excluded:

  5. (1) M&A of enterprise;

  6. (2) transactions or matters directly recognized in the owner’s equity.

(XXXI) Operating lease

If the Company is a lessee, the rent should be stated as relevant asset cost or recognized as current gain/loss on a straight-line basis in various periods of the lease period, and the initial direct cost should be directly stated as current gain/loss. Contingent rents should be stated as current gains/losses when they are actually incurred. If the Company is a lessor, the rent should be stated as current gain/loss on a straight-line basis in various periods of the lease period, and the initial direct expense incurred should be directly stated as current gain/loss except the large amount that will be capitalized and stated as gain/loss by stages. Contingent rents should be stated as current gains/losses when they are actually incurred.

— 222 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

IV. Taxes

(I) Principal taxes and tax rates

Taxes Tax basis Tax rates
VAT Sale of goods or provision of 3%, 6%, 13%, 17%
taxable services
Business tax Taxable turnover 3%, 5%
Land VAT Appreciation value resulting 30%-60% of super-rate
from paid transfer of use right progressive tax rate
of state-owned land, and
property right of above-ground
structures and other attachments
Prepaid VAT: payment for 1%-5% of the payment for
commodity houses collected in commodity houses collected in
advance advance
Property tax For ad valorem collection, 1.2% 1.2%, 12%
of the remaining value after 30%
of the original value of the
property is deducted by lump
sum; for rent-based collection,
12% of the rental income
Municipal maintenance and Amount of turnover tax payable 5%, 7%
construction tax
Education surcharge Amount of turnover tax payable 3%
Local education surcharge Amount of turnover tax payable 2%
Corporate income tax Taxable income 16.5%, 25%

— 223 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Corporate income tax rate of taxpayers entitled to different tax rates

Income tax
Name of taxpayer rate
Chongqing Jinke Real Estate Development Co., Ltd. (hereinafter referred to 15%
as Chongqing Jinke)
Chongqing Bozhan Real Estate Development Co., Ltd. (hereinafter referred to 15%
as Bozhan Real Estate)
Chongqing Jinke Xingju Real Estate Co., Ltd. (hereinafter referred to as 15%
Xingju Real Estate)
Chongqing Zhongxun Property Development Co., Ltd. (hereinafter referred to 15%
as Zhongxun Property)
Chongqing Tianyuansheng Real Estate Development Co., Ltd. (hereinafter 15%
referred to as Tianyuansheng Real Estate)
Chongqing Bishan Jinke Zhongxi Real Estate Co., Ltd. (hereinafter referred 15%
to as Zhongxi Real Estate)
Chongqing Jiale Jiulong Real Estate Development Co., Ltd. (hereinafter 15%
referred to as Jiale Jiulong)
Chongqing Jinke Junyao Real Estate Development Co., Ltd. (hereinafter 15%
referred to as Junyao Real Estate)
Chongqing Jinke Shangzun Real Estate Co., Ltd. (hereinafter referred to as 15%
Shangzun Real Estate)
Chongqing Jinke Tuhong Real Estate Co., Ltd. (hereinafter referred to as 15%
Tuhong Real Estate)
Chongqing Jiangjin Jinke Guojun Real Estate Co., Ltd. (hereinafter referred 15%
to as Guojun Real Estate)
Chongqing Jinke Chenju Real Estate Co., Ltd. (hereinafter referred to as 15%
Chenju Real Estate)
Chongqing Jinke Juncheng Real Estate Development Co., Ltd. (hereinafter 15%
referred to as Juncheng Real Estate)
Chongqing Hongjing Real Estate Development Co., Ltd. (hereinafter referred 15%
to as Hongjing Real Estate)
Chongqing Jinke Changjin Real Estate Co., Ltd. (hereinafter referred to as 15%
Changjin Real Estate)
Chongqing Jinke Hotel Co., Ltd. (hereinafter referred to as Jinke Hotel) 15%
Chongqing Kelsinki Landscaping Co., Ltd. (hereinafter referred to as 15%
Kelsinki)
Chongqing Zhanhong Landscaping Co., Ltd. (hereinafter referred to as 15%
Zhanhong Landscaping)
Chongqing Qingke Trading Co., Ltd. (hereinafter referred to as Qingke 15%
Trading)
Jinke Property Services Group Limited (hereinafter referred to as Jinke 15%
Property)
Xinjiang Huaran Oriental New Energy Co., Ltd. (hereinafter referred to as [Note 1]
Xinjiang Huaran)
Jinyu Holdings Group Co., Ltd. (hereinafter referred to as Jinyu Holdings) [Note 2]

— 224 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Name of taxpayer

Income tax rate

Hong Kong Junde International Trade Co., Limited (hereinafter referred to as
Hong Kong Junde) 16.5%
Other taxpayers than the abovementioned ones 25%

[Note 1] Refer to the tax preferences for taxes in the notes to the financial statements for details.

[Note 2] Jinyu Holdings is registered in British Virgin Islands and regularly pays annual government fees according to the laws and regulations of British Virgin Islands.

(II) Tax preferences

1. VAT

According to the Notice about Policies regarding the Value Added Tax on Products Made through Comprehensive Utilization of Resources and Other Products (Cai Shui [2008] No. 156) issued by the Ministry of Finance and the State Administration of Taxation, the VAT on the power projects generated by Xinjiang Huaran with wind power is subject to policy of 50% immediate refund upon collection.

2. Enterprise income tax

According to the Catalogue of Industries Encouraged to Develop in the Western Region (Fa Gai Wei Ling No. 15 [2014]) and Directory Catalogue on Readjustment of Industrial Structure (Version 2011) (Revised) issued by National Development and Reform Commission, Notice on Tax Policy Issues Concerning Further Implementing the Western China Development Strategy (Cai Shui No. 58 [2011]) of the Ministry of Finance and the State Administration of Taxation and relevant replies from competent tax authorities, in 2015 an enterprise income tax rate of 15% was temporarily imposed on Chongqing Jinke, Bozhan Real Estate, Xingju Real Estate, Zhongxun Property, Tianyuansheng Real Estate, Zhongxi Real Estate, Jiale Jiulong, Junyao Real Estate, Shangzun Real Estate, Tuhong Real Estate, Guojun Real Estate, Chenju Real Estate, Juncheng Real Estate, Hongjing Real Estate, Changjin Real Estate, Jinke Hotel, Kelsinki, Zhanhong Landscaping, Qingke Trading and Jinke property.

According to NDRC’s Reply Concerning Approval of 2 Million KW Wind Power Project in Southeast Wind Region in Hami, Xinjiang (Fa Gai Neng Yuan No. 2561 [2012]), Yandun-based 6[th] Wind Power Plant Project was invested and constructed by Xinjiang Huaran. Xinjiang Huaran’s main business is “generation and supply of electric power (wind power)”, which falls under the “new wind power generation projects” under the category of electric power of List of Public Infrastructure Projects Enjoying Enterprise Income Tax Preferences (Version 2008) . Therefore, Xinjiang Huaran was exempt from enterprise income tax from 2014 (when it obtained the first revenue) to 2016 and was allowed a 50% reduction in enterprise income tax from 2017 to 2019.

— 225 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(III) Others

According to the Enterprise Income Tax Law of the People’s Republic of China , the branches of Jinke Property shall, on a consolidated basis, declare and pay enterprise income tax to the tax authority where Jinke Property is registered. These branches include Beijing Branch, Wuxi Branch, Jiangyin Branch, Kaixian Branch, Chenzhou Branch, Hunan Branch, Chengdu Branch, Neijiang Branch, Suzhou Branch, Fuling Branch, Wujiang Branch, Nantong Branch, Zhangjiagang Branch, Shandong Branch, Rugao Branch, Wuxi Nanchang Branch, West Chongqing Branch, Beijing Changping Branch, Shaanxi Branch, Wujiaqu Property Company, Zunyi Branch, Qingdao Branch and Yunnan Branch. Jinke Property and its Chongqing Branch, Sichuan Branch and Shaanxi Branch shall pay enterprise income tax at a rate of 15% and other branches at a rate of 25%.

V. Notes to items in the consolidated financial statement

  • (I) Notes to items in the consolidated balance sheet

  • Monetary funds

Item
Amount at the end
of the period
Cash on hand
833,758.55
Bank deposit
7,966,470,013.54
Other monetary funds
1,421,884,489.74
Total
9,389,188,261.83
Including: Total of deposits with overseas bank
900,544.91
Amount at the
beginning of the
period
1,223,580.13
5,804,058,681.51
1,721,849,342.67
7,527,131,604.31
1,019,777.25

(2) Other descriptions

Other monetary funds (RMB1,421,884,489.74) include RMB 1,114,804,489.74 of cash deposit and RMB307,080,000.00 of fixed deposit receipt, which were restricted in use and were not stated as cash and cash equivalents.

2. Notes receivable

  • (1) Details
Item
Amount at the end of the period
Book balance
Provision for
bad debts
Book value
Bank
acceptance
bill
50,000.00
50,000.00
Total
50,000.00
50,000.00
Amount at the beginning of the period
Book balance
Provision for
bad debts
Book value
15,300,000.00
15,300,000.00
15,300,000.00
15,300,000.00
Amount at the beginning of the period
Book balance
Provision for
bad debts
Book value
15,300,000.00
15,300,000.00
15,300,000.00
15,300,000.00
15,300,000.00

— 226 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) At the end of the period the Company had endorsed or discounted notes receivable not mature by the balance sheet date
Amount Amount not
derecognized at the derecognized at the
Item end of the period end of the period
Bank acceptance bill 4,446,000.00
Subtotal 4,446,000.00

The acceptor of bank acceptance bills is commercial bank. Since commercial banks are relatively reliable and the possibility is slim that bank acceptance bills will not be accepted when they come due, the Company had derecognized endorsed or discounted bank acceptance bills. However, if these bills are not accepted when they fall due, the Company will bear joint liability to the bill holder according to Negotiable Instruments Law of the People’s Republic of China .

3. Accounts receivable

  • (1) Details

  • 1) Classified details

**Amount ** **at the end of ** **the ** period
Provision for Provision
Book balance bad debts withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and for
which provision for bad debts
is withdrawn individually 124,973,640.00 16.31 1,249,736.40 1.00 123,723,903.60
Receivables for which provision
is withdrawn for bad debts in
portfolio by credit risks 641,425,178.91 83.69 36,103,261.17 5.63 605,321,917.74
Receivables whose amount is
insignificant individually but
for which provision for bad
debts is withdrawn individually
Total 766,398,818.91 100.00 37,352,997.57 4.87 729,045,821.34

— 227 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

(Continued)

**Amount ** **at the end of the ** period
Provision for Provision
Book balance bad debts withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and for
which provision for bad debts
is withdrawn individually
Receivables for which provision
is withdrawn for bad debts in
portfolio by credit risks 732,311,933.05 100.00 23,303,753.91 3.18 709,008,179.14
Receivables whose amount is
insignificant individually but
for which provision for bad
debts is withdrawn individually
Total 732,311,933.05 100.00 23,303,753.91 3.18 709,008,179.14
  • 2) Accounts receivable whose amount is significant individually and for which provision for bad debts is withdrawn individually by the end of the period
Provision
Provision withdrawal Reason for
Book for bad percentage provision
Item name balance debts (%) withdrawal
Subsidy for surcharge on 124,973,640.00 1,249,736.40 1.00 Risks of such
electricity generated monies are
from renewable energy controllable
sources
Subtotal 124,973,640.00 1,249,736.40 1.00

— 228 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • 3) Accounts receivable for which provision is withdrawn for bad debts as per age analysis method in portfolio
Age
Within 1 year
1-2 years
2-3 years
3-5 years
Over 5 years
Subtotal
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage (%)
456,455,106.81
4,564,551.07
1.00
135,753,878.37
6,787,693.92
5.00
15,509,912.62
3,101,982.55
20.00
24,114,494.97
12,057,247.49
50.00
9,591,786.14
9,591,786.14
100.00
641,425,178.91
36,103,261.17
5.63
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage (%)
456,455,106.81
4,564,551.07
1.00
135,753,878.37
6,787,693.92
5.00
15,509,912.62
3,101,982.55
20.00
24,114,494.97
12,057,247.49
50.00
9,591,786.14
9,591,786.14
100.00
641,425,178.91
36,103,261.17
5.63
5.63
  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

The amount withdrawn for bad debts in the current period is RMB14,049,243.66.

  • (3) Top five entities in amount of accounts receivable
Entity name
Customer 1 [Note]
Customer 2
Customer 3
Customer 4
Customer 5
Subtotal
Book balance
Percentage in
balance of
accounts
receivable (%)
Provision for
bad debts
126,020,004.43
16.44
1,260,200.04
26,494,660.05
3.46
264,946.60
21,724,721.23
2.83
217,247.21
13,098,086.00
1.71
654,904.30
11,601,280.15
1.51
116,012.80
198,938,751.86
25.95
2,513,310.95
Book balance
Percentage in
balance of
accounts
receivable (%)
Provision for
bad debts
126,020,004.43
16.44
1,260,200.04
26,494,660.05
3.46
264,946.60
21,724,721.23
2.83
217,247.21
13,098,086.00
1.71
654,904.30
11,601,280.15
1.51
116,012.80
198,938,751.86
25.95
2,513,310.95
2,513,310.95
  • [Note] Receivable subsidy for surcharge on electricity generated from renewable energy sources is RMB124,973,640.00 and receivable proceeds from selling electricity is RMB1,046,364.43.

— 229 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Advance payments

  2. (1) Age analysis

  3. 1) Details

Amount at the end of the period Amount at the end of the period Amount at the end of the period **Amount at the beginning ** **Amount at the beginning ** of the period of the period
Provision Provision
Book Percentage for bad Book Book Percentage for bad Book
Age balance (%) debts value balance (%) debts value
Within 1 year 956,388,310.88 94.76 956,388,310.88 748,135,341.27 93.90 748,135,341.27
1-2 years 28,508,132.37 2.82 28,508,132.37 32,525,117.42 4.08 32,525,117.42
2-3 years 24,085,107.33 2.39 24,085,107.33 7,702,677.79 0.97 7,702,677.79
Over 3 years 280,557.91 0.03 280,557.91 8,338,849.62 1.05 8,338,849.62
Total 1,009,262,108.49 100.00 1,009,262,108.49 796,701,986.10 100.00 796,701,986.10
  • 2) Reasons for delayed settlement of material advance payments maturing in more than one year

Amount at the end Reason for delayed Entity name of the period settlement Chengdu Urban Gas Co., Ltd. 10,091,250.00 Conditions for settlement are not met yet Jiangnan Water Municipal 5,642,789.45 Conditions for settlement are Engineering Jiangyin Co., Ltd. not met yet Chengdu Ronghe Natural Gas Co., 4,584,800.00 Conditions for settlement are Ltd. not met yet Subtotal 20,318,839.45

  • (2) Top five entities in amount of advance payments
Entity name
Relocation and Resettlement Office of
Zhengzhou High and New Tech
Development Zone
Land Resources and Housing Administrative
Bureau of Fengdu County
Suzhou Municipal Land and Resources Bureau
Sanyo Elevator (Zhuhai) Co., Ltd.
Bureau of Finance of Wushan County
Subtotal
Book balance
Percentage in balance
of advance payments
(%)
302,250,000.00
29.95
130,000,000.00
12.88
120,175,687.50
11.91
65,327,814.50
6.47
51,100,000.00
5.06
668,853,502.00
66.27
Book balance
Percentage in balance
of advance payments
(%)
302,250,000.00
29.95
130,000,000.00
12.88
120,175,687.50
11.91
65,327,814.50
6.47
51,100,000.00
5.06
668,853,502.00
66.27
66.27

— 230 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

5. Other receivables

  • (1) Details

  • 1) Classified details

**Amount ** **at the end of the ** period
Book balance **Provision for ** bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and for
which provision for bad debts is
withdrawn individually
Receivables for which provision is
withdrawn for bad debts in
portfolio by credit risks 1,621,552,237.31 100.00 138,845,753.63 8.56 1,482,706,483.68
Receivables whose amount is
insignificant individually but for
which provision for bad debts is
withdrawn individually
Total 1,621,552,237.31 100.00 138,845,753.63 8.56 1,482,706,483.68

(Continued)

**Amount at ** **the beginning of ** the period
Book balance **Provision ** for bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and for
which provision for bad debts
is withdrawn individually
Receivables for which provision
is withdrawn for bad debts in
portfolio by credit risks 1,817,727,098.28 100.00 80,652,822.91 4.44 1,737,074,275.37
Receivables whose amount is
insignificant individually but
for which provision for bad
debts is withdrawn individually
Total 1,817,727,098.28 100.00 80,652,822.91 4.44 1,737,074,275.37

— 231 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • 2) Other receivables for which provision is withdrawn for bad debts as per age analysis method in portfolio

Amount at the end of the period

Age
Within 1 year
1-2 years
2-3 years
3-5 years
Over 5 years
Subtotal
Book balance
462,767,542.41
369,034,177.82
139,826,919.70
126,917,971.78
24,341,999.47
1,122,888,611.18
Provision for
bad debts
Provision
withdrawal
percentage (%)
4,627,675.42
1.00
18,451,708.89
5.00
27,965,383.94
20.00
63,458,985.91
50.00
24,341,999.47
100.00
138,845,753.63
12.37
Provision for
bad debts
Provision
withdrawal
percentage (%)
4,627,675.42
1.00
18,451,708.89
5.00
27,965,383.94
20.00
63,458,985.91
50.00
24,341,999.47
100.00
138,845,753.63
12.37
12.37
  • 3) Other receivables for which provision is withdrawn for bad debts as per other methods in portfolio

Amount at the end of the period

Provision
Provision for withdrawal
Portfolio name Book balance bad debts percentage (%)
Cash deposit portfolio 498,663,626.13
Subtotal 498,663,626.13
  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

The amount withdrawn for bad debts for the current period was RMB59,779,947.66; the amount written off for bad debts for the current period was RMB1,630,964.03; increased amount withdrawn for bad debts for the current period due to merger of enterprises under the same control was RMB43,947.09.

  • (3) Other receivables classified by payment properties
Payment properties
Cash Deposit
Land funds
Land reclamation funds
Project cooperation funds
Receivable suspense payments
Others
Total
Amount at the
end of the
period
498,663,626.13
139,808,533.06
166,033,635.00
297,307,438.90
351,610,229.63
168,128,774.59
1,621,552,237.31
Amount at the
beginning of the
period
525,174,875.62
422,305,499.31
166,033,635.00
203,977,438.90
354,911,006.55
145,324,642.90
1,817,727,098.28

— 232 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (4) Top five entities in amount of other receivables
Entity name
Payment properties
Jinan Real Estate
Association [Note 1]
Advance deposit
Liuyang Agricultural
Development Co., Ltd.
[Note 2]
Land reclamation
funds
Chongqing Zhongjun
Investment Co., Ltd.
[Note 3]
Project cooperation
funds
Chongqing Junting Real
Estate Development
Co., Ltd. [Note 4]
Project cooperation
funds
Land and Resources
Bureau of Fuling
District, Chongqing
[Note 5]
Auction deposit
Subtotal
Book
balance
Age
Percentage
in balance
of other
receivables
199,966,260.00
Within 1 year, 1-2
years, 2-3 years
12.33
166,033,635.00
1-2 years, 2-3 years,
3-5 years
10.24
164,927,438.90
Within 1 year, 1-2
years
10.17
102,655,068.49
Within 1 year
6.33
69,600,000.00
Within 1 year
4.29
703,182,402.39
43.36
Provision
for bad
debts

41,362,949.10
7,608,371.95
1,026,550.68
49,997,871.73
  • [Note 1] which is the advance supervision deposit paid by subsidiary Jinan Jinke Xicheng Real Estate Development Co., Ltd. according to the Implementation Rules of Supervision on Advance Deposit for Commodity Houses in Jinan .

  • [Note 2] which is the expenses on comprehensive land reclamation for the Liuyang Xianrenhu Lake Reservoir Project paid according to the Comprehensive Land Reclamation Agreement and Supplementary Agreement signed between the Company and Liuyang Municipal People’s Government.

  • [Note 3] which are the cooperation funds for Zhaomushan O Subregion Project paid according to the Zhaomushan O Subregion Project Cooperation Investment Agreement signed between subsidiary Chongqing Jinke Zhongjun Real Estate Development Co., Ltd. and Chongqing Zhongjun Investment Co., Ltd. as well as the fees for capital occupation specified in the said agreement.

  • [Note 4] which are the cooperation funds for the Higher Vocational Education Project in Hechuan District paid according to the Cooperation Investment Agreement on Higher Vocational Education Project in Hechuan District signed between subsidiary Jinke Bailexing Real Estate Co., Ltd. (Wansheng Economic and Technological Development Zone, Chongqing) and Chongqing Junting Real Estate Development Co., Ltd. as well as the fees for possession of funds specified in the said agreement.

  • [Note 5] which is the deposit paid by subsidiary Chongqing Jinke Huiyi Real Estate Development Co., Ltd. to the Land and Resources Bureau of Fuling District for bidding for Land Nanhu Phase II.

— 233 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Inventories

  2. (1) Details

Amount at the end of the period

Item
Raw materials
Low-cost consumables
Commodities in stock
Development cost
Products to be developed
Developed products
Leased products developed
Project construction
Total
Book balance
16,158,948.66
24,596.52
149,250,949.29
51,913,039,317.88
3,367,141,160.47
17,370,621,433.39
379,510,787.85
13,520,698.42
73,209,267,892.48
Provision for
depreciation


149,250,949.29
485,202,533.32

560,205,410.75


1,045,407,944.07
Book value
16,158,948.66
24,596.52

51,427,836,784.56
3,367,141,160.47
16,810,416,022.64
379,510,787.85
13,520,698.42
72,163,859,948.41

Amount at the beginning of the period

Item
Raw materials
Low-cost consumables
Commodities in stock
Development cost
Products to be developed
Developed products
Leased products developed
Project construction
Total
Book balance
15,429,819.05
943,041.52
145,480,490.16
50,003,146,889.13
2,550,963,644.71
9,935,240,517.09
300,439,758.97
42,789,156.32
62,994,433,316.95
Provision for
depreciation



404,426,799.14

327,446,892.65


731,873,691.79
Book value
15,429,819.05
943,041.52
145,480,490.16
49,598,720,089.99
2,550,963,644.71
9,607,793,624.44
300,439,758.97
42,789,156.32
62,262,559,625.16

(2) Provision for inventory depreciation

  • 1) Details
Amount Increase in the Decrease in the
at the current period current period Amount at the
beginning of Reversal or end of the
Item the period Withdrawal Others charge-off Others period
Development cost 404,426,799.14 177,941,564.79 — 97,165,830.61 485,202,533.32
Developed products 327,446,892.65 228,893,829.09 97,165,830.61 93,301,141.60 560,205,410.75
Subtotal 731,873,691.79 406,835,393.88 97,165,830.61 93,301,141.60 97,165,830.61 1,045,407,944.07

— 234 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

[Note] As at 31 December 2015, based on current market prices and actual sales performance of the project and after conducting an impairment test on cashable net value of the project, subsidiaries Hunan Jinke Real Estate Development Co., Ltd., Jinke Bailexing Real Estate Co., Ltd. (Wansheng Economic and Technological Development Zone, Chongqing), Chongqing Jinke Chenju Real Estate Co., Ltd., Chenzhou Jinke Kaitian Real Estate Development Co., Ltd. and Liuyang Jinke Real Estate Co., Ltd. had withdrawn a provision for inventory depreciation of RMB60,521,277.16, RMB111,757,447.87, RMB85,728,186.32, RMB59,962,780.55 and RMB88,865,701.98 respectively for their projects Changsha Flourishing Oriental Courtyard, Chongqing • Wansheng Jinke China Health City, Chongqing • Jinke Leijiaqiao, Chenzhou • Central Park and Liuyang • Tianhu New City.

  • 2) Specific basis for determining cashable net value.

As for remaining developed products of real estate projects completed by the end of period, their cashable net value is estimated selling price minus estimated sales expenses and relevant taxes; for development cost and products to be developed of real estate projects not completed by the end of period, their cashable net value is estimated selling price minus the cost after completion, estimated sales expenses and relevant taxes. Estimated selling prices include those for pre-sold products and those for unsold products; estimated selling prices of pre-sold products are determined based on the actual contract price while estimated selling prices of unsold products are determined based on recent average selling prices or market prices of similar property products and their positioning, quality and sales plan.

(3) Other descriptions

  • 1) Capitalization of borrowing costs:

Capitalized borrowing costs stated as inventory costs in 2015 were RMB3,050,553,240.99 (RMB2,689,628,800.00 in 2014). In 2015 the annual capitalization rate for determining the amount of capitalized borrowing costs was 8.98% (9.43% in 2014).

  • 2) RMB19,766,160,900 of the opening inventory was for guarantee and RMB18,303,055,900 of the ending inventory was for guarantee.

  • 3) Inventories — development cost

Estimated
total Amount at the
Commencement Estimated time of investment Amount at the beginning of the
Project name time completion [note] (RMB’0,000) end of the period period
Chongqing • Jinke Star July 2015 February 2017 90,943.00 335,284,285.92
Chongqing Hechuan • Jinke World City March 2012 February 2015 112,358.00 426,651,314.11
Chongqing Hechuan • Nature City Project May 2014 June 2016 80,000.00 519,742,471.79 336,486,208.92
Chongqing • Jinke Jiangjin World City April 2013 August 2016 133,672.00 525,888,375.36 900,389,854.66
Chongqing Jiangjin • Jinke Central Park August 2013 July 2016 210,840.80 970,040,488.15 960,095,973.30
Chongqing • Jinke Oriental Palace July 2010 June 2015 174,999.00 11,753,779.05
Chongqing • Jinke Bridge Village July 2010 May 2016 720,000.00 801,998,050.15 2,022,784,003.04

— 235 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Estimated
total Amount at the
Commencement Estimated time of investment Amount at the beginning of the
Project name time completion [note] (RMB’0,000) end of the period period
Chongqing • Jinke Sun Coast November 2009 September 2016 200,000.00 51,151,068.90 9,683,033.13
Chongqing • Jinke Leijiaqiao July 2011 June 2018 359,831.00 907,998,536.55 2,095,272,962.89
Chongqing Bishan • Jinke Central Park January 2012 June 2017 306,011.00 1,074,700,008.13 1,135,459,315.13
Chongqing Beibei • Jinke City July 2013 May 2017 358,772.00 2,327,898,665.39 1,812,720,965.28
Chongqing • Wansheng Jinke China Health June 2013 October 2017 104,600.00 461,090,736.21 660,625,696.56
City
Chongqing • Jinke Times Center April 2013 June 2016 387,420.00 1,166,011,226.41 1,687,052,315.43
Chongqing • Xiyong Tianchen April 2014 August 2016 465,800.00 2,436,179,156.55 1,788,403,203.92
Chongqing • Xiyong Tianchen (Phase II) October 2015 April 2018 380,000.00 1,321,425,954.26
Chongqing • Jinke Konggang City June 2014 July 2017 190,000.00 681,925,404.05 230,171,631.43
Chongqing • Jinke Central Washington October 2014 July 2016 128,000.00 554,049,375.56 396,024,942.54
Chongqing Nanchuan • Jinke World City August 2014 July 2016 290,000.00 843,725,555.38 412,447,852.38
Chongqing Wushan • Jinke City December 2015 December 2017 403,887.00 157,119,315.89
Chongqing Kaixian • Jinke Kaizhou City July 2011 May 2016 287,247.52 570,864,072.63 901,291,456.39
Chongqing • Kaixian Jinke Grand Hotel September 2012 December 2016 38,000.00 50,020,775.47
Chongqing Kaixian • Jinke Wealth Center October 2012 December 2016 187,599.38 536,249,197.64 855,248,063.92
Chongqing Kaixian • Vega de la Reina October 2015 October 2017 100,000.00 309,968,201.70
Project
Chongqing Yunyang • Jinke World City February 2014 September 2016 304,850.00 1,404,438,835.30 1,000,477,160.54
Chongqing • Wanzhou Jinke Guanlan March 2015 March 2018 300,000.00 839,917,849.84
Chongqing • Jinke Lake Town September 2009 October 2015 91,000.00 25,595,836.11
Chongqing Fuling • Jinke Central Park August 2011 May 2016 246,593.00 602,402,742.05 586,063,438.45
Chongqing Changshou • Jinke Sunshine July 2012 May 2017 160,539.00 6,981,274.84 659,807,195.52
Town
Chongqing Fuling • Jinke Nature City April 2013 September 2017 165,000.00 872,101,414.57 934,355,506.60
Chongqing Fuling • Jinke Nanhu Project August 2015 June 2018 247,600.00 960,307,096.32
Chongqing Changshou • Jinke World City June 2013 April 2016 494,499.00 1,963,156,808.93 1,335,247,102.80
Chongqing Fengdu • Jinke Golden Coast July 2014 October 2016 250,000.00 570,969,887.26 399,010,336.02
Chongqing Yongchuan • Jinke Central Park August 2010 December 2016 154,244.00 37,821,842.96 14,757,296.00
Chongqing Yongchuan • Jinke Sunshine December 2010 July 2016 148,650.00 136,258,490.99 407,345,102.10
Town
Chongqing Yongchuan • Jinke Park Palace June 2014 September 2016 150,000.00 724,306,409.12 488,557,079.82
Chongqing Rongchang • Jinke World City October 2011 July 2016 429,228.00 636,611,162.26 652,482,051.70
Chongqing Dazu • Jinke Central Park December 2012 May 2016 240,392.00 749,080,351.61 1,093,224,144.28
Chengdu • Jinke Center December 2012 July 2016 125,000.00 174,211,930.90 908,928,187.59
Chengdu • Jinke Star City May 2015 Janaury 2017 101,229.01 480,579,890.39
Chengdu • Jinke Bridge Village April 2010 May 2016 198,982.00 336,409,300.06 309,240,864.22
Chengdu • Jinke Oriental Elegance County December 2014 November 2016 150,000.00 603,318,628.20 402,207,357.67
Chengdu • Jinke Shuangnan City October 2015 August 2017 96,000.00 549,628,888.85
Suining • Jinke Beautiful Bay Project August 2015 January 2017 140,000.00 288,606,414.67
Neijiang • Jinke Central Park July 2012 June 2016 170,000.00 115,551,079.41 337,942,743.65
Neijiang • New City Center October 2013 September 2016 350,000.00 1,615,750,821.67 1,296,988,655.99
Neijiang • Times Center April 2014 June 2017 160,000.00 597,064,620.18 403,689,135.60
Beijing • Jinke Napa House October 2010 June 2017 486,191.00 1,607,667,740.11 1,368,593,378.36
Beijing • Jinke Bridge Garden October 2011 October 2015 258,077.00 870,060,619.03
Beijing • Jinke Center December 2014 February 2017 325,126.00 3,068,387,422.34 2,680,890,589.62
Jinan • Jinke World City April 2013 January 2016 956,673.00 2,179,788,609.31 2,677,753,334.77

— 236 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Project name
Commencement
time
Estimated time of
completion [note]
Qingdao • Jinke Star
August 2015
August 2017
Qingdao • Jinke Sunshine Town
April 2014
April 2016
Changsha • Flourishing Oriental Courtyard
April 2009
June 2015
Liuyang • Tianhu New City
October 2011
April 2016
Changsha • Jinke World City
January 2009
July 2016
Changsha • Jinke Center
April 2013
May 2016
Chenzhou • Central Park
February 2014
October 2016
Chenzhou • Nanling Eco-city “By the
Water Side”
November 2012
January 2016
Wuxi • Milan Garden B
August 2010
July 2016
Wuxi • Milan Garden A
August 2010
May 2016
Wuxi • Chengnan Aristocratic Family
June 2010
November 2016
Wuxi • Wealth Commercial Plaza
January 2013
May 2016
Jiangyin • Oriental Mansion
May 2010
June 2015
Zhangjiagang • Bridge Court
July 2012
June 2016
Zhangjiagang • Bridge Mansion
August 2013
January 2016
Suzhou • Scene Mansion
September 2010
June 2015
Suzhou • Nature Garden
April 2013
October 2016
Suzhou • World View
October 2014
January 2017
Nantong • Bridge Waterfront
April 2012
March 2015
Jiangsu Rugao • Jinke World City
July 2013
January 2016
Xi’an • Jinke Nature City
November 2013
August 2016
Xianyang • Jinke World City
November 2014
November 2018
Yunnan • Jinke Times Center
November 2015
December 2017
Zunyi • Jinke Central Park
November 2013
October 2016
Xinjiang • Jinke Household Appliances
Expo
June 2013
May 2016
Xinjiang • Jinke Vega de la Reina Project
October 2015
October 2017
Xinjiang • Jinke Central Asia Household
Appliances Expo Park
June 2013
August 2016
Xinjiang • Jinke Bridge Village
June 2013
May 2016
Subtotal
Estimated
total
investment
(RMB’0,000)
195,651.00
175,000.00
209,369.40
175,338.00
161,197.34
229,411.00
100,000.00
80,000.00
77,166.00
157,849.33
515,579.11
144,310.39
187,048.01
187,276.00
112,552.00
370,598.00
158,618.00
150,000.00
76,107.00
114,192.00
226,414.56
337,391.33
200,000.00
255,744.00
126,168.00
96,053.00
197,737.00
219,615.00
17,442,352.18
Amount at the
end of the period
1,286,245,443.03
557,227,542.68

480,122,382.26
543,163,382.78
1,357,448,300.97
419,939,149.76
275,527,025.15
34,208,454.31
51,231,990.50
1,294,800,071.56
491,453,188.63

632,751,372.62
279,663,824.96

626,197,968.26
704,204,295.05

506,994,217.37
1,212,839,368.29
548,170,917.41
921,926,676.14
710,234,953.59
346,271,340.41
136,658,075.97
202,146,714.86
568,962,227.09
51,913,039,317.88
Amount at the
beginning of the
period

443,768,564.79
149,757,890.63
1,004,342,104.94
624,349,838.06
1,040,895,435.65
384,731,278.17
304,910,899.03
38,666,426.47
364,821,744.70
1,183,389,913.92
1,031,003,814.79
363,550,307.15
707,244,541.16
449,149,142.53
1,038,617,247.93
1,115,429,219.48
516,378,519.08
457,378,000.90
809,737,923.46
983,762,166.34
457,316,719.57

364,258,956.35
112,916,777.42

129,865,554.02
431,124,214.07
50,003,146,889.13
  • [Note] If the project is developed and delivered by phases, estimated time of completion shall be based on the building which is completed most recently from the balance sheet date.

  • 4) Inventories — products to be developed

Estimated
Estimated total Amount at the
commencement Estimated time of investment Amount at the end beginning of the
Project name time completion [note] (RMB’0,000) of the period period
Chongqing • Jinke Star July 2015 February 2017 90,943.00 152,110,294.17
Chongqing • Jinke Tianyuan Road
(Phase I) June 2016 December 2019 300,000.00 680,762,577.76

— 237 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Project name
Estimated
commencement
time
Estimated time of
completion [note]
Chongqing • Jinke Tianyuan Road
(Phase II)
March 2017
March 2020
Chongqing • Xiyong Tianchen
(Phase II)
October 2015
September 2017
Chongqing Fuling • Jinke Nanhu
Project
August 2015
July 2017
Chengdu • Jinke Star City
May 2015
January 2017
Jinan • Jinke World City
March 2017
September 2019
Nantong • Bridge Waterside
January 2018
November 2019
Yunnan • Jinke Times Center
April 2016
February 2017
Hunan • Changsha Science and
Technology City Project
January 2016
November 2017
Subtotal
Estimated
total
investment
(RMB’0,000)
Amount at the end
of the period
240,000.00
569,514,210.32
380,000.00

240,000.00

100,000.00

956,673.00
1,241,436,080.14
63,345.00
227,428,501.11
220,000.00
273,134,388.46
1210,743.00
374,865,402.68
2,801,704.00
3,367,141,160.47
Amount at the
beginning of the
period

1,155,496,141.08
385,454,976.00
218,046,839.63


639,855,393.83
2,550,963,644.71

[Note] If the project is developed and delivered by phases, estimated time of completion shall be based on the building which is completed most recently from the balance sheet date.

5) Inventories — developed products

Time of Amount Increase in Decrease in Amount
completion at the beginning the current the current at the end
Project name [note] of the period period period of the period
Chongqing • Jinke VISAR International November 2012 39,928,581.91 6,161,620.41 33,766,961.50
Chongqing • Ants SOHO April 2008 24,889,125.77 4,469,916.10 990,572.27 28,368,469.60
Chongqing • Eastern Palace November 2008 26,493,342.54 10,551,085.12 15,942,257.42
Chongqing • Jinke Oriental Elegance
County June 2010 3,191,576.57 154,176.99 3,037,399.58
Chongqing • Jinke Sunshine Town December 2013 243,034,991.35 24,476,326.39 218,558,664.96
Chongqing • Lake Town November 2009 41,445,998.24 12,884,162.04 28,561,836.20
Chongqing • Jinke World City July 2014 321,985,989.94 141,380,112.76 180,605,877.18
Chongqing Hechuan • Jinke World City March 2015 78,063,466.01 605,175,279.72 419,522,049.54 263,716,696.19
Chongqing • Jinke Jiangjin World City October 2015 531,556,620.52 354,118,184.18 177,438,436.34
Chongqing Jiangjin • Jinke Central Park October 2015 354,321,722.71 318,467,414.86 35,854,307.85
Chongqing • Xiangjiang Garden September 2002 2,728,703.35 2,728,703.35
Chongqing • Jinke Oriental Palace September 2014 195,689,343.40 85,342,808.32 110,346,535.08
Chongqing • Jinke Bridge Village December 2015 489,759,691.63 1,997,146,508.07 1,240,518,188.30 1,246,388,011.40
Chongqing • Jinke Small Town Story January 2010 7,118,452.68 2,208,077.77 4,910,374.91
Chongqing • Jinke Sun Coast November 2014 243,137,741.80 134,458,157.01 108,679,584.79
Chongqing • Jinke Xicheng Courtyard March 2012 147,288,253.79 30,553,433.76 116,734,820.03
Chongqing • Jinke Leijiaqiao November 2015 211,036,159.61 1,553,126,317.53 1,128,013,986.38 636,148,490.76
Chongqing Bishan • Jinke Central Park August 2015 130,295,373.10 375,335,048.15 365,879,051.53 139,751,369.72
Chongqing Beibei • Jinke City October 2015 152,476,534.17 130,895,343.24 21,581,190.93
Chongqing • Wansheng Jinke China
Health City December 2015 367,179,142.03 230,136,166.21 137,042,975.82
Chongqing • Jinke Times Center November 2015 793,493,411.35 194,338,057.35 599,155,354.00
Chongqing • Jinsha Waterfront August 2006 15,455,996.23 2,777,328.56 18,233,324.79

— 238 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Time of Amount Increase in Decrease in Amount
completion at the beginning the current the current at the end
Project name [note] of the period period period of the period
Chongqing • Yunhu City January 2010 49,747,372.05 8,100.36 49,755,472.41
Chongqing • Bridge Waterside June 2009 1,872,107.35 1,872,107.35
Chongqing • Green Park December 2009 36,067,464.70 129,422.16 35,938,042.54
Chongqing • Jinke Ten Years City November 2013 113,153,650.58 23,968,541.98 89,185,108.60
Chongqing • China Town October 2005 43,743,087.78 3,727,266.43 40,015,821.35
Chongqing Kaixian • Jinke Kaizhou
City December 2015 125,004,743.53 742,211,371.03 709,326,789.31 157,889,325.25
Chongqing Kaixian • Jinke Wealth
Center November 2015 760,073,830.29 710,298,059.86 49,775,770.43
Chongqing • Jinke Lake Town March 2015 2,792,616.81 9,173,298.99 11,965,915.80
Chongqing Fuling • Jinke World
Corridor B January 2015 46,116,317.31 15,002,904.48 61,119,221.79
Chongqing Fuling • Jinke Central Park October 2015 31,290,675.35 236,345,456.49 128,590,117.19 139,046,014.65
Chongqing Fuling • Jinke World
Corridor A October 2013 206,720,614.93 2,255,373.29 208,975,988.22
Chongqing Changshou • Jinke Sunshine
Town October 2015 240,892,725.59 849,960,752.45 494,141,736.39 596,711,741.65
Chongqing Fuling • Jinke Nature City August 2015 550,839,263.63 495,635,483.45 55,203,780.18
Chongqing Yongchuan • Jinke Central
Park February 2014 139,628,038.47 40,780,384.93 98,847,653.54
Chongqing Yongchuan • Jinke Sunshine
Town July 2015 133,647,404.70 458,211,722.47 430,617,775.83 161,241,351.34
Chongqing Rongchang • Jinke World
City October 2015 301,005,994.79 277,051,717.72 319,409,466.15 258,648,246.36
Chongqing Dazu • Jinke Central Park September 2015 663,108,808.24 542,964,359.81 120,144,448.43
Chengdu • Jinke Yicheng December 2012 13,323,711.73 1,774,090.70 11,549,621.03
Chengdu • Jinke Center August 2015 890,924,179.96 533,278,411.07 357,645,768.89
Chengdu • Jinke Bridge Village February 2015 804,657,091.61 99,167,310.46 85,011,415.95 818,812,986.12
Chengdu • Jinke Nature City November 2014 206,386,053.96 48,988,433.92 157,397,620.04
Neijiang • Jinke Central Park September 2015 229,101,161.79 380,701,096.66 198,489,470.27 411,312,788.18
Beijing • Patio Palace January 2011 11,079,823.93 933,997.12 10,145,826.81
Beijing • Jinke Napa House February 2015 1,165,720,935.29 36,113,888.96 1,201,834,824.25
Beijing • Jinke Bridge Garden April 2015 44,618,012.64 1,016,468,892.28 976,580,032.17 84,506,872.75
Qingdao • Jinke Sunshine Town December 2015 82,278,654.72 82,278,654.72
Changsha • Flourishing Oriental
Courtyard August 2015 280,161,445.63 226,349,649.19 245,402,891.43 261,108,203.39
Liuyang • Tianhu New City April 2015 688,507,932.93 68,346,089.06 620,161,843.87
Changsha • Jinke World City December 2015 311,853,444.60 311,853,444.60
Chenzhou • Central Park October 2015 85,140,116.21 8,710,529.74 76,429,586.47
Chenzhou • Nanling Eco-city “By the
Water Side” September 2015 97,180,243.67 110,284,440.91 45,982,495.11 161,482,189.47
Wuxi • Jinke Eastern Palace January 2013 54,561,566.16 3,886,021.57 58,447,587.73
Wuxi • Jinke Dream House January 2015 33,745,506.33 20,036,443.70 3,360,872.87 50,421,077.16
Wuxi • Jinke Wanbo Plaza January 2015 190,023,763.02 52,721,668.30 242,745,431.32
Wuxi • Milan Garden B August 2012 90,506,258.54 90,506,258.54
Wuxi • Milan Garden A January 2015 97,698,628.09 329,357,613.76 24,889,432.51 402,166,809.34
Wuxi • Chengnan Aristocratic Family December 2015 1,395,098,900.26 69,582,522.38 272,946,121.82 1,191,735,300.82

— 239 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Project name
Time of
completion
[note]
Wuxi • Wealth Commercial Plaza
December 2015
Jiangyin • Fairview Garden
June 2012
Jiangyin • Oriental Courtyard
October 2012
Jiangyin • Oriental Mansion
September 2015
Zhangjiagang • Bridge Court
November 2015
Zhangjiagang • Bridge Mansion
November 2015
Suzhou • Scene Mansion
August 2015
Suzhou • Nature Garden
September 2015
Nantong • Bridge Waterfront
January 2015
Jiangsu Rugao • Jinke World City
December 2015
Xinjiang • Jinke Bridge Village
September 2015
Chongqing • Meishe Project
October 2005
Chengdu Lexiang Century Hotel
July 2015
Subtotal
Amount
at the beginning
of the period

9,335,872.86
20,931,415.80
235,837,106.23
171,356,950.95

863,743,369.77

220,228,103.85


6,718,993.12
Increase in
the current
period
975,541,402.68
26,400.46

455,859,938.16
406,117,235.21
389,364,903.04
789,553,246.67
828,152,199.91
346,248,466.86
613,312,751.85
173,448,362.84

74,644,627.49
Decrease in
the current
period


9,748,533.74
457,586,111.53
183,472,663.82

616,797,606.37
701,342,753.88
5,070,518.59

97,055,433.16
3,284,533.71
Amount
at the end
of the period
975,541,402.68
9,362,273.32
11,182,882.06
234,110,932.86
394,001,522.34
389,364,903.04
1,036,499,010.07
126,809,446.03
561,406,052.12
613,312,751.85
76,392,929.68
3,434,459.41
74,644,627.49
9,935,240,517.09 20,756,943,840.11 13,321,562,923.81 17,370,621,433.39

[Note] If the project is developed and delivered by phases, time of completion shall be based on the building which is completed most recently from the balance sheet date.

6) Inventories — leased products developed

Amount at the Increase in Decrease in Amount
beginning of the the current the current at the end
Project name period period period of the period
Chongqing • Jinsha Waterfront 9,015,195.43 323,797.20 8,691,398.23
Chongqing • Yunhu City 32,148,484.00 1,105,058.76 31,043,425.24
Chongqing • Bridge Waterfront 4,356,871.13 1,294,223.87 5,651,095.00
Chongqing • Jinke Ten Years City 22,017,306.74 687,094.08 21,330,212.66
Chongqing • Bridge Waterfront 10,462,430.00 10,462,430.00
Chongqing • VISAR International 19,611,641.00 75,920.50 19,535,720.50
Chongqing Kaixian • Kaizhou City (Phase II) 41,943,689.07 41,943,689.07
Chongqing • Jinke Xicheng Courtyard 28,910,202.92 876,126.12 28,034,076.80
Chongqing • Jinke VISAR International 20,226,181.84 1,034,574.64 21,260,756.48
Chongqing • Jinke Sunshine Town 11,685,225.14 1,935,935.04 1,249,407.93 12,371,752.25
Chongqing • Meishe Project 2,724,267.58 308,713.96 3,032,981.54
Chongqing • Jinke Bridge Village 41,530,325.78 9,463,059.45 22,060,464.32 28,932,920.91
Chongqing Fuling • Jinke Golden Coast 3,565,670.45 102,337.92 3,463,332.53
Chongqing • Jinke Lake Town 6,110,693.93 197,840.79 5,912,853.14
Chongqing Fuling • Jinke World Corridor A 44,458,292.19 11,406,720.14 1,910,873.64 53,954,138.69
Liuyang • Tianhu New City 20,288,254.56 20,098,201.06 1,498,652.51 38,887,803.11
Chongqing Yongchuan • Jinke Central Park 51,517,551.80 3,526,416.61 47,991,135.19
Chongqing Yongchuan • Jinke Sunshine
Town 1,885,235.48 1,885,235.48

— 240 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Project name
Amount at the
beginning of the
period
Chongqing • Rongchang World City
(Phase II)

Chongqing • Chayuan Flower Street Project

Chongqing • Jiangjin World City

Subtotal
300,439,758.97
Increase in
the current
period
8,077,036.86
17,286,491.78
2,113,822.71
145,036,539.58
Decrease in
the current
period
91,347.44
430,104.38

65,965,510.70
Amount
at the end
of the period
7,985,689.42
16,856,387.40
2,113,822.71
379,510,787.85

7. Other current assets

Item
Amount at the
end of the period
Pending turnover taxes [note]
2,613,349,329.77
Total
2,613,349,329.77
Amount at the
beginning of the
period
2,136,948,630.59
2,136,948,630.59
  • [Note] The business tax, city maintenance and construction tax, education surcharge, local education surcharge and land value added tax paid as per the statutory tax rate for the not-carried-over income from advance payments for commodity houses as well as deductible VAT input tax were stated as other current assets.

8. Available-for-sale financial assets

(1) Details

Item
Available-for-sale
equity
instruments
Including:
Those
measured on
the basis of
cost
Others [Note]
Total
Amount at the end of the period
Book balance
Provision for
impairment
Book value
115,456,732.98
— 115,456,732.98
115,456,732.98
— 115,456,732.98
100,000,000.00
100,000,000.00
215,456,732.98
215,456,732.98
Amount at the end of the period
Book balance
Provision for
impairment
Book value
115,456,732.98
— 115,456,732.98
115,456,732.98
— 115,456,732.98
100,000,000.00
100,000,000.00
215,456,732.98
215,456,732.98
Amount at the end of the period
Book balance
Provision for
impairment
Book value
115,456,732.98
— 115,456,732.98
115,456,732.98
— 115,456,732.98
100,000,000.00
100,000,000.00
215,456,732.98
215,456,732.98
Amount at the beginning of the period
Book balance
Provision for
impairment
Book value











Amount at the beginning of the period
Book balance
Provision for
impairment
Book value











Amount at the beginning of the period
Book balance
Provision for
impairment
Book value











215,456,732.98 215,456,732.98
  • [Note] According to the Agreement on Purchase of Asset-backed Securities under CMS Super Value — Jinke Property Asset-backed Plan No. 1 signed on 4 November 2015 between subsidiary Jinke Property Services Group Limited (“Jinke Property”) and CMS Asset Management Co., Limited, Jinke Property purchased RMB100 million of subordinated asset-backed securities under the said plan.

— 241 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Available-for-sale financial assets measured on the basis of cost at the end of the period

Book balance

Amount at the Amount at the Amount at
beginning of the Increase in the Decrease in the the end of
Invested entity period current period **current ** period the period
USUM Investment Group
Co., Ltd. [Note] 115,456,732.98
115,456,732.98
Subtotal 115,456,732.98
115,456,732.98
**Provision ** for impairment Percentage of Cash bonus
Amount at **Increase ** in Decrease in Amount at equity in the of the
the beginning the current the current the end of invested current
Invested entity **of the ** period period period the period entity (%) period
USUM Investment
Group Co., Ltd. 3.248%
Subtotal 3.248%
  • [Note] Since on 24 April 2015 the director appointed by the Company resigned as director of USUM Investment Group Co., Ltd. (hereinafter referred to as “USUM Group”) and the Company’s subsidiary Hongjing Real Estate, which holds only 3.248% of USUM Group’s equity, was unable to appoint another director in USUM Group, the Company no longer has the right to participate in USUM Group’s financial and operation decisions. Therefore, the Company stated its long-term equity investment in USUM Group as available-for-sale financial assets as from 30 April 2015.

9. Long-term equity investment

(1) Classified details

Amount at the end of the period Amount at the end of the period **Amount at the ** **beginning of ** the period
Provision for Provision for
Item Book balance impairment
Book value
Book balance impairment Book value
Investment in
associated
enterprises 181,090,457.45 — 181,090,457.45 326,780,241.00 326,780,241.00
Investment in
joint ventures 209,996,804.01 — 209,996,804.01 9,994,505.08 9,994,505.08
Total 391,087,261.46 — 391,087,261.46 336,774,746.08 336,774,746.08

— 242 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Details
Invested entity
Joint ventures
Xinjiang Jinke New Energy
Equity Investment Joint
Venture (limited
partnership)
[Note 1]
Yunnan Jinwanzhong Real
Estate Development Co.,
Ltd.
Subtotal
Associated enterprises
USUM Investment Group
Co., Ltd. [Note 2]
Chongqing Zhanhe
Agriculture Development
Co., Ltd. [Note 3]
Chongqing Yinhai Finance
Leasing Co., Ltd.
Wujiang Jinke Yangzi Real
Estate Development Co.,
Ltd.
Subtotal
Total
Amount at the
beginning of
the period

9,994,505.08
9,994,505.08
113,614,118.62
15,911,260.40
79,584,272.26
117,670,589.72
326,780,241.00
Increase/decrease in the current period
Investment
Added
Investment
reduced
Investment
gains/losses
recognized
based on equity
method
Adjustments
to other
comprehensive
income
200,000,000.00





2,298.93

200,000,000.00

2,298.93



1,842,614.36

— -17,908,717.32
1,997,456.92



5,418,175.49



-14,413,427.29

— -17,908,717.32
-5,155,180.52

200,000,000.00 -17,908,717.32
-5,152,881.59
Increase/decrease in the current period
Investment
Added
Investment
reduced
Investment
gains/losses
recognized
based on equity
method
Adjustments
to other
comprehensive
income
200,000,000.00





2,298.93

200,000,000.00

2,298.93



1,842,614.36

— -17,908,717.32
1,997,456.92



5,418,175.49



-14,413,427.29

— -17,908,717.32
-5,155,180.52

200,000,000.00 -17,908,717.32
-5,152,881.59
336,774,746.08 200,000,000.00

— 243 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

**Increase/decrease in ** **Increase/decrease in ** the current period Balance of
Cash dividends provision for
or profits Provision Amount at impairment
Other equity announced to withdrawn for the end of at the end of
Invested entity changes be distributed impairment Others the period the period
Joint ventures
Xinjiang Jinke New
Energy Equity
Investment Joint
Venture (limited
partnership) 200,000,000.00
Yunnan Jinwanzhong Real
Estate Development
Co., Ltd. 9,996,804.01
Subtotal 209,996,804.01
Associated enterprises
USUM Investment Group
Co., Ltd. — -115,456,732.98
Chongqing Zhanhe
Agriculture
Development Co., Ltd.
Chongqing Yinhai
Finance Leasing Co.,
Ltd. -7,169,152.73 77,833,295.02
Wujiang Jinke Yangzi
Real Estate
Development Co., Ltd. 103,257,162.43
Subtotal -7,169,152.73 — -115,456,732.98 181,090,457.45
Total -7,169,152.73 — -115,456,732.98 391,087,261.46

[Note 1] According to the Partnership Agreement on Establishment of Xinjiang Jinke New Energy Equity Investment Joint Venture (Limited Partnership) signed by subsidiaries Chongqing Junyu Business Consulting Service Co., Ltd. (hereinafter referred to as “Chongqing Junyu”) and Jinke New Energy Co., Ltd. (hereinafter referred to as “Jinke New Energy”) with Shihezi City Fengling Equity Investment Joint Venture (limited partnership) (hereinafter referred to as “Shihezi Fengling”), Xinjiang China Merchants Kunlun Capital Investment Joint Venture (limited partnership)(hereinafter referred to as “CMK Capital”) and Shihezi City Hechuang Equity Investment Joint Venture (limited partnership) (hereinafter referred to as “Shihezi Hechuang”), Chongqing Junyu, Jinke New Energy, Shihezi Fengling, CMK Capital and Shihezi Hechuang jointly invested to establish Xinjiang Jinke New Energy Equity Investment Joint Venture (limited partnership) (hereinafter referred to as “New Energy Industrial Fund”). Based on the said partnership agreement, the joint venture is under the joint control of Chongqing Junyu and Shihezi Fengling. Therefore, it was included in joint venture accounting.

  • [Note 2] Refer to Note V (I) 8 to the Financial Statements for details.

  • [Note 3] Refer to Note X (II) 5 to the Financial Statements for details.

— 244 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

10. Investment property

  • (1) Details
Item
Amount at the beginning of the period
Changes in the current period
Add: Inventory transfer
Less: Other transfers (out)
Change in fair value
Amount at the end of the period
Houses and
buildings
2,905,436,061.00
56,349,042.20
39,863,547.99
2,888,950,566.79
Total
2,905,436,061.00
56,349,042.20
39,863,547.99
2,888,950,566.79
  • (2) Details about investment property subsequently measured at fair value
Item
Fair value at the
beginning of the
period
Red Star Macalline Furniture Hall
1,306,475,875.79
The 4th floor of Tianwangxing
Office Building
13,161,753.50
The 5th floor of Tianwangxing
Office Building
13,161,753.50
Tianwangxing Parking Space
1,100,000.00
Commercial housing on floor B1
of Jinke Sunshine Town
39,959,220.00
Office building at Qingyang
District, Chengdu
5,117,365.00
Shopping mall and warehouse on
floor B1 of Hechuan World City
30,560,132.77
Shopping mall and warehouse on
floor B1 of Jinke Kaizhou City
26,151,398.24
Underground supermarket in
Xicheng Courtyard
23,484,120.00
Jinke • Fuling World Corridor
District B
1,389,915,400.00
Total
2,849,087,018.80
Increase in
investment
property in the
current period










Change in fair
value in the
current period
4,768,151.00
130,422.00
130,422.00
50,000.00
-399,592.20
-24,485.00
302,494.62
-271,174.43
548,710.00
34,628,600.00
39,863,547.99
Fair value
at the end of
the period
1,311,244,026.79
13,292,175.50
13,292,175.50
1,150,000.00
39,559,627.80
5,092,880.00
30,862,627.39
25,880,223.81
24,032,830.00
1,424,544,000.00
2,888,950,566.79

— 245 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Item
Location
Red Star Macalline Furniture Hall
No. 888, Xinnan Road,
Tiangongdian Street, Yubei
District, Chongqing
The 4th floor of Tianwangxing Office
Building
No. 68, Xingguang Avenue,
Hi-Tech Park, New North Zone,
Chongqing
The 5th floor of Tianwangxing Office
Building
No. 68, Xingguang Avenue,
Hi-Tech Park, New North Zone,
Chongqing
Tianwangxing Parking Space
B1F, Building C, No. 64,
Xingguang Avenue, Hi-Tech
Park, New North Zone,
Chongqing
Commercial housing on the underground
floor of Jinke Sunshine Town
Jinke Star City, No. 184-12 and
No. 184-13, Xinnan Road, Yubei
District, Chongqing
Office building at Qingyang District,
Chengdu
No. 308, Shuncheng Street,
Qingyang District, Chengdu
Shopping mall and warehouse on the
underground floor of Hechuan World
City
Building 23, No. 5, Hongshi
Avenue, Jiulong Park Street,
Jiulongpo District
Shopping mall and warehouse on the
underground floor of Jinke Kaizhou
City
Building 22, No. 5, Hongshi
Avenue, Jiulong Park, Jiulongpo
District
Underground supermarket in Xicheng
Courtyard
Underground supermarket at
Building 19, No. 5, Hongshi
Avenue, Jiulong Park, Jiulongpo
District
Jinke • Fuling World Corridor District B
No. 6, Zhongshan Road, Fuling
District, Chongqing
Total
Floorage
Rent income in
the current
period
Appreciation
rate calculated
at fair value at
the end of the
period
106,927.62
39,950,459.09
0.36%
1,086.85
1,175,424.00
0.99%
1,086.85
1,175,424.00
0.99%
444.48
1,175,424.00
4.55%
995.66
1,681,148.48
-1.00%
489.70
394,453.35
-0.48%
2,415.88
1,153,324.14
0.99%
4,935.98

-1.04%
3,171.93
695,112.00
2.34%
94,089.73
7,734,452.91
2.49%
215,644.68
52,784,373.97
  • (3) Other descriptions

  • 1) To meet operation needs, the Company’s President’s Office Association decided to sell Baguo City (4,935.98 m[2] of commercial houses) and Ants • SOHO (995.66 m[2] of commercial houses) in the current period which were supposed to be held for long term and state them under inventories — developed products.

  • 2) At the end of the period the Company entrusted Chongqing Huakang Asset & Land & Real Estate Valuation Co., Ltd. to evaluate its self-held investment property to determine the fair value of the investment property and issued Asset Evaluation Report on the Fair Value of Investment Property of Jinke Property Group Co., Ltd. (Chong Kang Ping Bao Zi No. 5 [2016]).

— 246 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Power generation Household
related
appliances
equipment
Total
19,260,366.45
333,991,377.10 1,374,438,419.56
19,165,658.28
835,166,044.25 1,563,837,590.02
9,382,101.22
4,455,419.60
90,045,213.89
9,519,942.06
830,710,624.65 1,079,421,161.61
263,615.00

3,196,414.00


391,174,800.52
4,957,453.45

42,470,542.94
4,957,453.45

42,470,542.94
33,468,571.28 1,169,157,421.35 2,895,805,466.64 9,249,260.97
11,897,719.55
241,506,947.95
6,883,588.64
36,201,386.32
153,851,271.80
6,758,228.74
36,201,386.32
152,248,247.37
125,359.90

1,603,024.43
4,229,908.26

28,008,599.55
4,229,908.26

28,008,599.55
11,902,941.35
48,099,105.87
367,349,620.20
















21,565,629.93 1,121,058,315.48 2,528,455,846.44 10,011,105.48
322,093,657.55 1,132,931,471.61
Decoration of Other
houses and
equipment
buildings
27,130,142.47 255,042,206.33 32,332,893.45 160,102,318.33 18,630,547.87
11,881,100.88
13,542,110.58 148,221,217.45 160,235.00

3,243,448.59
7,807,762.13
3,243,448.59
7,807,762.13
56,219,587.33 407,336,762.53 17,200,613.03
85,983,100.18
5,767,518.59
34,892,302.03
5,698,917.82
34,892,302.03
68,600.77
1,156,880.91
2,305,559.61
1,156,880.91
2,305,559.61
21,811,250.71 118,569,842.60







34,408,336.62 288,766,919.93 9,929,529.44 169,059,106.15
Means of transport 52,735,903.34 8,704,401.05 6,205,846.05 2,498,555.00 1,399,727.40 1,399,727.40 60,040,576.99 25,735,492.89 10,035,287.71 8,761,687.11 1,273,600.60 1,255,170.92 1,255,170.92 34,515,609.68 25,524,967.31 27,000,410.45
Machinery &
Electronic
equipment
equipment
29,841,500.50
85,429,122.62
7,441,928.99
48,151,745.15
2,798,305.49
36,691,892.78
4,643,623.50
11,185,843.37

274,009.00

575,852.26
22,787,388.07
575,852.26
22,787,388.07
36,707,577.23 110,793,479.70 11,244,304.49
48,479,236.98
3,020,303.19
29,832,559.74
3,020,303.19
29,697,096.58

135,463.16
215,994.46
18,722,181.61
215,994.46
18,722,181.61
14,048,613.22
59,589,615.11








22,658,964.01
51,203,864.59
18,597,196.01
36,949,885.64
Houses and buildings 571,007,800.75 452,772,600.52 61,597,800.00 391,174,800.52 1,698,911.04 1,698,911.04 1,022,081,490.23 31,717,219.86 27,218,325.58 27,218,325.58 122,903.78 122,903.78 58,812,641.66 963,268,848.57 539,290,580.89
11.
Fixed assets
(1)
Details
Item Original book value Amount at the beginning of the period Increase in the current period 1) Purchase 2) Carried over from construction in progress 3) Increase from merger of enterprises 4) Inventory transfer Decrease in the current period 1) Disposal or scrapping Amount at the end of the period Cumulative depreciation Amount at the beginning of the period Increase in the current period 1) Withdrawal 2) Increase from merger of enterprises Decrease in the current period 1) Disposal or scrapping Amount at the end of the period Provision for impairment Amount at the beginning of the period Increase in the current period 1) Withdrawal Decrease in the current period 1) Disposal or scrapping Amount at the end of the period Book value Book value at the end of the period Book value at the beginning of the period

— 247 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Information on fixed assets to which a certificate of title has not been obtained
Item
Houses and buildings
Subtotal
Book value
Reasons why the
certificate of title has
not been obtained
123,687,698.68
In process
123,687,698.68
  1. Construction in progress (1) Details
Amount at the end of the period Amount at the end of the period Amount at the end of the period **Amount at ** **the beginning ** **of ** the period
Provision for Provision for
Item Book balance
impairment
Book value
Book balance
impairment Book value
Hotel renovations 919,964.28 919,964.28
37,469,156.39
37,469,156.39
The sixth Wind Farm (200 MW) project
in Yandun, Hami 155,916,370.01 155,916,370.01 612,835,176.98 612,835,176.98
Fragmentary projects 1,421,276.37 1,421,276.37
2,978,959.59
2,978,959.59
Total 158,257,610.66 158,257,610.66 653,283,292.96 653,283,292.96
(2)
Changes of important construction in progress in the current period
Amount at Amount at
the beginning Increase in the Transferred to Other the end
Project name Budget of the period current period fixed assets decreases of the period
Hotel renovations 37,469,156.39 147,450,824.17 184,000,016.28 919,964.28
The sixth Wind Farm
(200 MW) project in
Yandun, Hami 612,835,176.98 435,389,617.68 892,308,424.65 155,916,370.01
Fragmentary projects 2,978,959.59 1,816,036.65 3,112,720.68 260,999.19 1,421,276.37
Subtotal 653,283,292.96 584,656,478.50 1,079,421,161.61 260,999.19 158,257,610.66
Percentage of Accumulated Amount of Interest
**total ** project amount of capitalized
capitalization
investment to
Construction
capitalized interest in the rate in the
Project name budget (%)
progress (%)
interest current period
current period
Fund source
Hotel renovations Self-raised
The sixth Wind Farm 90.66 21,392,400.00 9,929,333.33 8.00 Self-raised and
(200 MW) project borrowed
in Yandun, Hami
Fragmentary projects Self-raised
Subtotal 21,392,400.00 9,929,333.33

— 248 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

13. Intangible assets

(1) Details

Item
Land use right
Original book value
Amount at the beginning of the
period
49,655,020.45
Increase in the current period

1) Purchase

2) Inventory transfer

Decrease in the current period

1) Disposal

Amount at the end of the period
49,655,020.45
Accumulated amortization
Amount at the beginning of the
period
3,224,324.41
Increase in the current period
1,315,594.33
1) Withdrawal
1,315,594.33
Decrease in the current period

1) Disposal

Amount at the end of the period
4,539,918.74
Provision for impairment

Amount at the beginning of the
period

Increase in the current period

1) Withdrawal

Decrease in the current period

1) Disposal

Amount at the end of the period

Book value

Book value at the end of the
period
45,115,101.71
Book value at the beginning of
the period
46,430,696.04
Software
Trademark
right
27,796,878.24
106,935.85
5,542,919.38
17,189.98
5,542,919.38
17,189.98


667,462.42

667,462.42

32,672,335.20
124,125.83
13,761,528.07
38,027.03
4,682,238.50
14,638.63
4,682,238.50
14,638.63
340,111.69

340,111.69

18,103,654.88
52,665.66
















14,568,680.32
71,460.17
14,035,350.17
68,908.82
Total
77,558,834.54
5,560,109.36
5,560,109.36

667,462.42
667,462.42
82,451,481.48
17,023,879.51
6,012,471.46
6,012,471.46
340,111.69
340,111.69
22,696,239.28








59,755,242.20
60,534,955.03

(2) Information on land use right to which a certificate of title has not been obtained

Item
Land use right
Subtotal
Book value
Reasons why the
certificate of title has
not been obtained
3,135,799.62
In process
3,135,799.62

— 249 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

14. Goodwill

(1) Original book value of goodwill

Name of invested entity or matters
forming goodwill
Amount at
the beginning
of the period
Goodwill formed
by merger of
enterprises in the
current period
Decrease in the
current period
Disposal
Others
Chongqing Qingheng Trading Co., Ltd.
98,151.81



Chongqing Qingke Trading Co., Ltd.
30,000.00



Chongqing New Start Decorative
Engineering Co., Ltd.
859,680.06



Chongqing Zhanhong Garden Co., Ltd.
2,525,698.65



Chongqing Tianhao Menchuang Co.,
Ltd.
3,869,524.97



Chongqing Yuanhao Decorative
Engineering Co., Ltd.
113,488.03



Xinjiang Huaran Oriental New Energy
Co., Ltd. [Note 1]
583,776,339.06

— 100,000,000.00
Chongqing Zunda Property
Management Co., Ltd. [Note 2]

5,148,667.73


Total
591,272,882.58
5,148,667.73
— 100,000,000.00
Amount at
the end of
the period
98,151.81
30,000.00
859,680.06
2,525,698.65
3,869,524.97
113,488.03
483,776,339.06
5,148,667.73
496,421,550.31
  • [Note 1] According to the Equity Transfer Agreement and Performance Commitment and Compensation Agreement signed between the subsidiary Jinke New Energy and CMK Capital in December 2014, and the Commitment and Guarantee Agreement signed between Jinke New Energy and Sun Yu (the actual controller of CMK Capital), CMK Capital transferred its 90% equity in Xinjiang Huaran to Jinke New Energy at the price of RMB630 million, which will be paid in four installments. On 30 November 2015, Jinke New Energy, CMK Capital and Sun Yu jointly signed the Supplemental Agreement to the Equity Transfer Agreement . The parties agreed to adjust the original equity transfer price from RMB630 million to RMB530 million, and terminate Article 4.4 performance commitments and Appendix C Performance Commitment and Compensation Agreement in the original Equity Transfer Agreement . As the said Supplemental Agreement constituted a change in the original Equity Transfer Agreement , Sun Yu agreed to continue to assume the joint and several liabilities for the transferor’s obligations under the original Equity Transfer Agreement and this Supplemental Agreement. As the Supplemental Agreement adjusted the equity transfer price agreed in the original agreement, the Company adjusted the acquisition cost in the current period, and correspondingly reduced the consolidated goodwill by RMB100 million.

  • [Note 2] Refer to Note [VI] (I). 2 to the Financial Statements for details.

— 250 —

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FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Provision for impairment of goodwill
Amount
at the
beginning Increase in the Decrease in the Amount at
Name of invested entity or of the current period current period the end of
matters forming goodwill period Withdrawal Others Disposal Others the period
Chongqing Qingheng Trading
Co., Ltd. 98,151.81 98,151.81
Chongqing Qingke Trading
Co., Ltd. 30,000.00 30,000.00
Subtotal 128,151.81 128,151.81
  • (3) Goodwill impairment testing process, parameters and methods of recognizing goodwill impairment loss

Treat Xinjiang Huaran Oriental New Energy Co., Ltd. and Chongqing Tianhao Menchuang Co., Ltd. as different asset groups. According to the expected future cash flow generated during the continuous use or final disposal of the asset groups, determine the discounted cash with an appropriate pre-tax discount rate as the asset groups’ recoverable amount, and compare it with their book value. The results show that there is no new impairment loss in the two asset groups.

15. Long-term prepaid expenses

Amount at the Amortization Amount at the
beginning of Increase in the in the current Other end of the
Item the period current period period decreases period
Expense for
decoration [Note] 20,658,719.50 17,758,632.85 11,723,511.35 26,693,841.00
Property insurance 779,166.45 170,000.04 609,166.41
Total 21,437,885.95 17,758,632.85 11,893,511.39 27,303,007.41

[Note] The expense for decoration is the amount used by the Company and its subsidiaries for decoration of offices leased.

— 251 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Deferred tax assets and deferred tax liabilities

  2. (1) Deferred tax assets not offset

Item
Provision for asset impairment
Estimated profit as calculated
based on advance sale income
of real estate enterprises
Deductible loss
Unrealized profit of internal
transaction
Land premium amortization
Payroll payable
Others
Total
Amount at the end
of the period
Deductable
temporary
difference
Deferred tax
assets
156,964,624.53
35,712,757.50
2,505,752,634.29
525,240,526.03
1,385,831,402.51
331,028,031.93
282,707,875.40
70,676,968.85
571,326,708.40
142,831,677.10


1,170,485,874.55
224,285,117.82
6,073,069,119.68
1,329,775,079.23
Amount
Deductable
temporary
difference
459,941,614.07
1,854,739,761.17
1,003,244,583.16
156,967,551.63
543,801,481.26
114,039,595.98
1,285,220,386.69
5,417,954,973.96
at the beginning
of the period
Deferred tax
assets
113,122,753.79
384,429,396.31
234,707,433.94
39,241,887.91
135,950,370.32
23,369,038.15
248,718,360.95
1,179,539,241.37
  • (2) Deferred tax liabilities not offset
Amount at the end Amount at the end Amount at the beginning Amount at the beginning
of the period of the period
Taxable Taxable
temporary Deferred tax temporary Deferred tax
Item differences liabilities differences liabilities
Investment property measured
through the fair value pattern 2,137,993,435.99 526,506,717.17 2,039,324,006.32 500,591,958.62
Others 93,490,423.74 22,313,928.47 61,872,988.90 15,468,247.24
Total 2,231,483,859.73 548,820,645.64 2,101,196,995.22 516,060,205.86

— 252 —

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FINANCIAL INFORMATION OF JINKE PROPERTY

  • (3) Details of unrecognized deferred tax assets
Amount at the
Amount at the end beginning of the
Item of the period period
Deductable temporary difference
Provision for asset impairment 1,064,642,070.74 375,888,654.54
Deductible loss 335,159,258.70 245,224,927.91
Provision for impairment of goodwill 128,151.81 128,151.81
Estimated profit as calculated based on advance sale
income of real estate enterprises 139,354,215.71 46,267,437.40
Payroll payable 2,886,697.39
Others 101,584,195.83 7,614,175.07
Subtotal 1,640,867,892.79 678,010,044.12

(4) Deductible loss of unrecognized deferred tax assets will mature in the following years

Amount at the
Amount at the end beginning of the
Year of the period period Notes
2017 15,579,804.03 21,041,072.68
2018 21,218,524.73 82,596,735.28
2019 34,688,957.41 141,587,119.95
2020 263,671,972.53
Subtotal 335,159,258.70 245,224,927.91

(5) Other descriptions

The “Others” in the schedules of deferred tax liabilities not offset and the unrecognized deferred tax assets include deductible fees, taxes not put into the treasury, deferred income and other temporary differences.

17. Other non-current assets

  • (1) Details
Amount at the
Amount at the end beginning of the
Item of the period period
Assets for demolition of Anhui Guorun Electronic
Technology Co., Ltd. 70,000,000.00
Total 70,000,000.00

— 253 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(2) Other descriptions

According to the Project Investment Cooperation Framework Agreement signed between Wuxi Jinke Jiarun Real Estate Development Co., Ltd. (hereinafter referred to as Wuxi Jiarun) and Anhui Guojing Microelectronics Co., Ltd. (hereinafter referred to as Anhui Guojing) on 28 August 2015, Wuxi Jiarun and Anhui Guojing planned to jointly develop the two lands owned by Anhui Guojing through the form of equity cooperation. Wuxi Jiarun acquired 51% equity of Guorun Electronic at the price of RMB35.7 million. The change with industrial and commercial authority and relevant formalities for such equity transfer have been completed in November 2015. As at 31 December 2015, the land owned by Guorun Electronic has not yet completed the demolition and the change of land use nature.

18. Short-term loans

Item
Amount at the end
of the period
Guaranteed loan
1,030,000,000.00
Pledged loan
291,600,000.00
Mortgaged loan
560,000,000.00
Mortgaged and guaranteed loan

Total
1,881,600,000.00
Amount at the
beginning of the
period
1,420,000,000.00
548,670,000.00
40,000,000.00
198,000,000.00
2,206,670,000.00

19. Notes payable

Item
Amount at the end
of the period
Bank acceptance bill
1,317,213,982.92
Total
1,317,213,982.92
20.
Accounts payable
Amount at the
beginning of the
period
1,361,651,268.76
1,361,651,268.76
Item
Amount at the end
of the period
Project accounts payable
7,672,794,812.86
Payment for materials and equipment payable
446,994,323.06
Total
8,119,789,135.92
Amount at the
beginning of the
period
6,783,171,536.06
391,377,038.56
7,174,548,574.62

— 254 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Advance receipts

  2. (1) Details

Amount at the Amount at the end beginning of the Item of the period period Advance receipts of commodity housing 26,507,928,492.32 22,295,042,146.77 Others 77,042,667.09 135,581,324.48 Total 26,584,971,159.41 22,430,623,471.25

Item

  • (2) Other descriptions

Payment collection of the advance-sale commodity housing

Amount at the
Amount at the end beginning of the
Project name of the period period
Chongqing • Jinke Garden 310,750.00 277,962.00
Chongqing • Jinke VISAR International 554,043.00 3,558,611.00
Chongqing • Ants SOHO 48,483.56 48,483.56
Chongqing • Eastern Palace 28,955.46 30,419.46
Chongqing • Jinke Oriental Elegance County 496,112.80 496,112.80
Chongqing • Jinke Sunshine Town 7,578,368.00 11,637,327.50
Chongqing • Tianhu Town 1,535,491.72 1,535,491.72
Chongqing • Jinke World City 22,015,169.00 31,242,572.00
Chongqing • Jinke Star 29,954,379.00
Chongqing Hechuan • Jinke World City 76,079,907.00 461,633,358.00
Chongqing Hechuan • Nature City Project 250,739,075.00 82,905,655.00
Chongqing • Jinke Jiangjin World City 93,660,096.00 422,455,507.00
Chongqing Jiangjin • Jinke Central Park 606,932,177.00 500,195,502.00
Chongqing • Xiangjiang Garden 558,824.00 558,824.00
Chongqing • Jinke Oriental Palace 17,329,584.00 47,411,464.00
Chongqing • Jinke Bridge Village 1,018,539,051.63 1,908,076,569.04
Chongqing • Jinke Small Town Story 722,857.00 91,201.00
Chongqing • Jinke Sun Coast 40,056,511.00 38,879,451.00
Chongqing • Jinke Xicheng Courtyard 31,594,675.00 31,606,041.50
Chongqing • Jinke Leijiaqiao 624,399,522.17 1,085,282,700.48
Chongqing Bishan • Jinke Central Park 445,615,716.79 389,720,539.79
Chongqing Beibei • Jinke City 1,297,809,031.00 876,999,753.00
Chongqing • Wansheng Jinke China Health City 16,239,867.00 126,790,090.00

— 255 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount at the
Amount at the end beginning of the
Project name of the period period
Chongqing • Jinke Times Center 1,445,940,284.68 1,104,854,985.68
Chongqing • Jinsha Waterfront 19,290,441.44 19,289,108.92
Chongqing • Yunhu City 897,143.83 1,079,554.03
Chongqing • Bridge Waterfront 264,645.78 1,166,757.58
Chongqing • Green Park 2,347,458.69 2,357,458.69
Chongqing • Jinke Ten Years City 989,873.50 264,426.00
Chongqing • China Town 1,248,911.52 1,211,820.52
Chongqing • Xiyong Tianchen 1,462,188,910.00 168,049,124.00
Chongqing • Jinke Konggang City 224,268,415.00
Chongqing • Jinke Central Washington 165,690,036.00 2,553,679.00
Chongqing Nanchuan • Jinke World City 428,972,101.00 45,209,709.00
Chongqing Kaixian • Jinke Kaizhou City 824,543,239.30 1,261,736,594.30
Chongqing Kaixian • Jinke Wealth Center 344,980,859.00 851,578,336.00
Chongqing Yunyang • Jinke World City 852,214,577.00 376,527,758.00
Chongqing Fuling • Jinke Golden Coast 28,898.38 30,898.38
Chongqing Fuling • Jinke Bridge Waterfront 232,047.23
Chongqing • Jinke Lake Town 5,762,077.44 28,284,334.28
Chongqing Fuling • Jinke World Corridor B 99,785.16 1,979,785.16
Chongqing Fuling • Jinke Central Park 12,448,418.44 76,413,664.32
Chongqing Fuling • Jinke World Corridor District A 138,869,661.12 138,869,661.12
Chongqing Changshou • Jinke Sunshine Town 34,810,598.91 395,437,833.07
Chongqing Fuling • Jinke Nature City 553,070,546.35 779,343,491.80
Chongqing Fuling • Jinke Nanhu Project 24,771,250.32
Chongqing Changshou • Jinke World City 853,764,836.86 339,226,984.21
Chongqing Fengdou • Jinke Golden Coast 158,945,758.14 18,310,053.60
Chongqing Yongchuan • Jinke Central Park 6,242,874.59 15,791,892.15
Chongqing Yongchuan • Jinke Sunshine Town 132,233,296.54 382,768,975.24
Chongqing Yongchuan • Jinke Park Palace 186,764,003.00 16,017,161.50
Chongqing Rongchang • Jinke World City 342,976,427.25 264,142,958.99
Chongqing Dazu • Jinke Central Park 471,577,430.55 680,746,641.06
Chengdu • Jinke Yicheng 461,346.60 451,346.60
Chengdu • Jinke Center 411,315,898.08 911,740,777.00
Chengdu • Jinke Star City 139,508,775.00
Chengdu • Jinke Bridge Village 172,330,483.08 106,100,933.97
Chengdu • Jinke Nature City 6,416,601.46 20,861,896.00
Chengdu • Jinke Oriental Elegance County 251,920,425.00
Suining • Jinke Beautiful Bay 9,232,401.00
Neijiang • Jinke Central Park 38,984,042.71 207,764,495.16
Neijiang • New City Center 598,501,629.76 194,269,742.00

— 256 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Project name
Amount at the end
of the period
Neijiang • Times Center
138,669,764.25
Beijing • Patio Palace
5,340,750.67
Beijing • Jinke Napa House
881,086,404.00
Beijing • Jinke Bridge Garden
580,000.00
Beijing • Jinke Center
1,029,049,753.00
Jinan • Jinke World City
2,022,492,831.94
Qingdao • Jinke Star
50,000,000.00
Qingdao • Jinke Sunshine Town
205,896,067.00
Changsha • Flourishing Oriental Courtyard
28,135,236.61
Liuyang • Tianhu New City
8,330,968.00
Changsha • Jinke World City
254,869,060.17
Changsha • Jinke Center
455,870,441.85
Chenzhou • Central Park
81,894,893.00
Chenzhou • Nanling Eco-city “By the Water Side”
37,733,714.00
Wuxi • Jinke Eastern Palace
145,646.00
Wuxi • Jinke Dream House
633,989.01
Wuxi • Jinke Wanbo Plaza
3,060,562.00
Wuxi • Jinke Milan Garden B
692,384.00
Wuxi • Jinke Milano Residences A
926,891.00
Wuxi • Chengnan Aristocratic Family
556,818,109.26
Wuxi • Wealth Commercial Plaza
1,179,880,065.76
Jiangyin • Fairview Garden
1,671,343.00
Jiangyin • Oriental Courtyard
694,630.00
Jiangyin • Oriental Mansion
27,470,628.49
Zhangjiagang • Bridge Court
675,289,267.00
Zhangjiagang • Bridge Mansion
416,785,723.00
Jiangsu Rugao • Jinke World City
364,244,533.00
Suzhou • Scene Mansion
111,296,796.78
Suzhou • Nature Garden
721,011,724.00
Suzhou • World View
647,828,692.00
Nantong • Bridge Waterfront
8,532,023.10
Xi’an • Jinke Nature City
420,672,515.00
Zunyi • Jinke Central Park
709,300,925.00
Xinjiang • Jinke Household Appliances Expo
96,634,401.96
Xinjiang • Jinke Bridge Village
456,018,297.23
Chongqing • Meishe Project
464,404.40
Subtotal
26,507,928,492.32
Amount at the
beginning of the
period
37,180,951.00
6,196,324.52
329,584,048.00
1,321,567,302.32

1,211,364,910.00


57,495,755.00
56,322,598.33
125,299,580.00
254,333,618.83
25,309,724.00
38,474,433.00
18,257,566.00
1,366,991.01
5,352,498.00
1,201,295.00
64,629,911.99
311,177,794.40
886,276,314.00
2,051,444.00
747,512.00
342,133,403.49
587,748,840.00
227,043,580.03
182,192,098.00
369,145,039.89
851,980,396.28
3,912,695.00
8,885,236.10
127,363,531.00
146,250,428.00
3,945,000.00
247,287,025.00
7,097,829.40
22,295,042,146.77

— 257 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

22. Payroll payable

  • (1) Details
Project
Amount at the
beginning of the
period
Short-term remuneration
222,407,715.69
Post-employment benefit - defined
contribution plan
947,578.04
Total
223,355,293.73
Increase in the
current period
1,347,949,833.34
92,205,323.79
1,440,155,157.13
Decrease in the
current period
1,284,345,086.31
92,766,786.85
1,377,111,873.16
Amount
at the end
of the period
286,012,462.72
386,114.98
286,398,577.70

(2) Details of short-term remuneration

Project
Amount at the
beginning of the
period
Salary, bonus, subsidy and grant
168,888,213.35
Employee welfare

Social insurance premium
267,194.12
Including: medical insurance
250,722.63
Work-related injury insurance
premium
8,598.80
Childbearing insurance premium
7,872.69
Housing provident fund
904,043.17
Trade union fee and staff
education fee
52,348,265.05
Termination benefit

Subtotal
222,407,715.69
Increase in the
current period
1,186,997,556.44
25,748,051.73
46,412,828.56
39,731,067.95
3,913,042.02
2,768,718.59
42,173,991.50
41,599,756.88
5,017,648.23
1,347,949,833.34
Decrease in the
current period
1,147,781,028.80
25,748,051.73
46,333,543.12
39,659,694.07
3,909,947.25
2,763,901.80
41,983,135.50
17,481,678.93
5,017,648.23
1,284,345,086.31
Amount
at the end
of the period
208,104,740.99

346,479.56
322,096.51
11,693.57
12,689.48
1,094,899.17
76,466,343.00
286,012,462.72
  • (3) Details of defined contribution plan
Item
Amount at the
beginning of the
period
Increase in the
current period
Decrease in the
current period
of
Basic retirement insurance
903,189.33
86,914,058.78
87,468,989.34
Unemployment insurance premium
44,388.71
5,291,265.01
5,297,797.51
Subtotal
947,578.04
92,205,323.79
92,766,786.85
Amount
at the end
the period
348,258.77
37,856.21
386,114.98

— 258 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

23. Taxes payable

Amount at the
Amount at the end beginning of the
Item of the period period
Business tax 175,675,394.76 169,465,202.92
VAT 15,267,713.13 11,503,142.10
Municipal maintenance and construction tax 12,158,246.67 12,678,835.82
Education surcharge 5,762,524.76 5,633,139.88
Local education surcharge 4,213,975.01 3,781,578.54
Land appreciation tax 161,572,393.93 104,859,847.48
Enterprise income tax 475,943,414.08 184,623,770.08
Withholding and paying personal income tax 8,858,512.54 7,666,097.47
Property tax 1,402,007.82 1,467,582.09
Land use tax 2,007,812.42 7,285,481.35
Others 4,386,454.43 5,027,005.45
Total 867,248,449.55 513,991,683.18
24.
Interest payable
Amount at the
Amount at the end beginning of the
Item of the period period
Interest of long-term loans with interest paid by
instalments and entire principal paid when due 228,144,778.96 107,635,618.29
Interest payable of short-term loans 3,980,780.87 5,702,036.23
Interest of trust funds 135,283,399.50 234,337,986.62
Bond interest 60,046,575.00
Total 427,455,534.33 347,675,641.14
  1. Dividends payable

(1) Details

Amount at the
Amount at the end beginning of the
Item of the period period
Dividends from ordinary shares 23,912,698.46 23,912,698.46
Dividends of other equity holders 4,472,222.22
Total 28,384,920.68 23,912,698.46

— 259 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Important dividends payable aged 1 year or above

Project

Hong Kong Grandview International Co., Ltd. Subtotal

Amount not paid Relevant reason 23,912,698.46 The other party did not urge repayment 23,912,698.46

  1. Other payables

  2. (1) Details

Project
Amount at the end
of the period
Security deposit
540,834,859.14
Equity transfer price payable
15,700,000.00
Borrowings
591,840,756.93
Temporary receipts payable
377,067,133.40
Customers’ accounts collected and remitted
453,204,756.07
Others
923,971,172.10
Total
2,902,618,677.64
Amount at the
beginning of the
period
349,468,372.97
380,000,000.00
242,309,289.39
373,776,947.75
525,681,096.14
724,413,350.21
2,595,649,056.46
  • (2) Nature or content of other significant payables
Amount at the end
Name of entity of the period Nature or content
Changsha Economic and Technical Development 250,000,000.00 Performance bond
Group Co., Ltd.
Henan Qide Enterprise Management Consulting 229,052,697.25 Borrowings of the
Co., Ltd. subsidiary’s shareholders
USUM Investment Group Co., Ltd. [Note] 130,498,000.00 Borrowings of the
subsidiary’s shareholders
Subtotal 609,550,697.25

[Note] According to the Cooperative Development Agreement signed between the subsidiary Chengdu Jinke Real Estate Development Co., Ltd. and USUM Investment Group, USUM Investment Group provided, as per the shareholding percentage, RMB105 million shareholders’ loan to Neijiang Jinke Hongjun Real Estate Development Co., Ltd. (hereinafter referred to as Neijiang Hongjun), by charging capital occupation fee at an annual interest rate of 12%. As at 31 December 2015, Neijiang Hongjun should pay a total capital occupation fee of RMB25.498 million to USUM Investment Group.

— 260 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Non-current liabilities maturing within one year

  2. (1) Details

Project
Amount at the end
of the period
Long-term loans maturing within one year
16,654,559,600.00
Creditor’s right maturing within one year and trust fund
of the right of return on equity
1,290,000,000.00
Other non-current liabilities maturing within one year

Obligation of restricted stock repurchase [Note]
154,587,800.00
Total
18,099,147,400.00
Amount at the
beginning of the
period
7,596,319,600.00
1,050,000,000.00
185,000,000.00
8,831,319,600.00

[Note] Refer to Note XI to the Financial Statements for details.

(2) Other descriptions

Creditor’s right maturing within one year and trust fund of the right of return on equity:

Start date Maturity Amount at the
Loan unit of loan date of loan Currency end of the period Remarks
Xinjiang Huarong Tianze Investment Partnership
(limited partnership) (hereinafter referred to
as Huarong Investment) 2014/4/30 2016/4/28 RMB 490,000,000.00 [Note 1]
China Orient Asset Management Co., Ltd.
Zhengzhou Office (hereinafter referred to as
Orient Management) 2014/3/20 2016/3/20 RMB 800,000,000.00 [Note 2]
Subtotal 1,290,000,000.00
  • [Note 1] According to the Capital Increase Agreement and Supplemental Agreement to the Capital Increase Agreement signed between Huarong Investment, the Company, Chongqing Jinke Zhongjun Real Estate Development Co., Ltd. (hereinafter referred to as Zhongjun Real Estate), and Chongqing Zhongjun Investment Co., Ltd. (hereinafter referred to as Zhongjun Investment), Huarong Investment subscribed RMB60 million new registered capital of Zhongjun Real Estate at the price of RMB490 million. During the period when Huarong Investment held the equity of Zhongjun Real Estate, Zhongjun Real Estate paid capital occupation fees to Huarong Investment at the agreed time and annual yield. Shareholders of Zhongjun Real Estate agreed and had the obligation to repurchase Zhongjun Real Estate’s equity held by Huarong Investment on 28 April 2016 in the form agreed through consultation by the two parties. The said equity trust was classified as financial liabilities at the time of initial recognition and was stated under other non-current liabilities. In respect of the said equity trust, Chongqing Jinke Real Estate Development Co., Ltd. provided the RMB99.36 million registered capital of Zhongjun Real Estate held by it, and Zhongjun Investment provided the RMB95.4584 million registered capital of Zhongjun Real Estate held by it, as the maximum pledge guarantee. In the meantime, Chongqing Jinke Investment Holdings (Group) Co., Ltd. (hereinafter referred to as Jinke Investment) and Huang Hongyun provided the maximum warranty liability guarantee.

— 261 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • [Note 2] According to the Creditor’s Right Transfer Agreement signed between the Company, Hunan Jinke, Changsha Jinke Real Estate Development Co., Ltd. (hereinafter referred to as Changsha Jinke) and Oriental Management, Hunan Jinke transferred the creditor’s right of RMB801.8 million receivable by it from Changsha Jinke to Oriental Management at the consideration of RMB800 million, and Changsha Jinke should pay capital occupation fees according to the agreed interest rate. The transfer period of the said receivables is 24 months, and after the expiration, the Company will receive the creditor’s right receivable by Orient Management from Changsha Jinke at the price agreed under the contract. In respect of the aforesaid equity transfer, Hunan Jinke provided its 100% equity in Changsha Jinke as a pledge guarantee, and Jinke Investment, Huang Hongyun and his wife Tao Hongxia provided joint liability guaranty.

28. Long-term loans

Item
Amount at the end
of the period
Guaranteed loan
1,742,000,000.00
Pledged loan
1,700,000,000.00
Mortgaged loan
4,242,500,000.00
Mortgaged and guaranteed loan
4,509,559,999.99
Pledged and guaranteed loan
200,000,000.00
Mortgaged, pledged and guaranteed loan
900,000,000.00
Total
13,294,059,999.99
Amount at the
beginning of the
period
9,296,900,000.00

3,758,750,000.00
5,956,300,000.00
1,499,260,000.00
800,000,000.00
21,311,210,000.00

29. Bonds payable

(1) Details

Item
Amount at the end
of the period
Medium-term notes
2,081,719,061.26
Corporate bonds in 2015 (public offering)
1,988,936,233.86
Corporate bonds in 2015 (non-public offering)
1,242,602,034.59
Total
5,313,257,329.71
Amount at the
beginning of the
period


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  • (2) Increase and decrease of bonds payable
Bond name
Medium-term notes
Corporate bonds in 2015
(public offering)
Corporate bonds in 2015
(non-public offering)
Subtotal
Bond name
Medium-term notes
Corporate bonds in 2015
(public offering)
Corporate bonds in 2015
(non-public offering)
Subtotal
Face value Date of issue
Bond duration
100.00 20 November
2015
3 years
100.00 28 August 2015
3+2 years
100.00 16 December
2015
2+1 years
Issuance in the
current period
Accrued interest
based on face
value
Amortization of
the premiums
and discounts
2,081,100,000.00

619,061.26
1,987,600,000.00

1,336,233.86
1,242,500,000.00

102,034.59
5,311,200,000.00

2,057,329.71
Face value Date of issue
Bond duration
100.00 20 November
2015
3 years
100.00 28 August 2015
3+2 years
100.00 16 December
2015
2+1 years
Issuance in the
current period
Accrued interest
based on face
value
Amortization of
the premiums
and discounts
2,081,100,000.00

619,061.26
1,987,600,000.00

1,336,233.86
1,242,500,000.00

102,034.59
5,311,200,000.00

2,057,329.71
Amount issued
2,100,000,000.00
2,000,000,000.00
1,250,000,000.00
5,350,000,000.00
Repayment in
the current
period



Amount at the
beginning of the
period


Amount at
the end of
the period
2,081,719,061.26
1,988,936,233.86
1,242,602,034.59
2,057,329.71 5,313,257,329.71

(3) Other descriptions

Refer to for Note XIV (II). 9. 10 and 11 to the Financial Statements for details of issuance of medium-term notes and bonds of the Company during the reporting period.

30. Deferred earnings

(1) Details

Amount at the Amount at the
beginning of the Increase in the Decrease in the end of the
Item period current period current period period Forming reason
Government subsidies 72,928,871.54 11,406,300.00 4,369,674.92 79,965,496.62 Special fiscal subsidy
for charges for
infrastructure
construction
Total 72,928,871.54 11,406,300.00 4,369,674.92 79,965,496.62

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  • (2) Details of government subsidies
Amount stated
Amount at the Increased as non-operating Amount at the Related to
beginning of the subsidies in the revenue in the Other end of the assets/related to
Item period current period current period changes period revenues
Special fiscal subsidy 72,928,871.54 11,406,300.00 4,369,674.92 79,965,496.62 Related to assets
for charges for
infrastructure
construction
Subtotal 72,928,871.54 11,406,300.00 4,369,674.92 79,965,496.62

31. Other non-current liabilities

Amount at the Amount at the end beginning of the Item of the period period Creditor’s right, equity and trust fund of the right of return on equity — 1,290,000,000.00 Obligation of restricted stock repurchase [Note] 463,763,400.00 — Total 463,763,400.00 1,290,000,000.00

Item

[Note] Refer to Note XI to the Financial Statements for details.

32. Share capital

(1) Details

Increase/decrease in the current period (“-” for decrease) Increase/decrease in the current period (“-” for decrease) Increase/decrease in the current period (“-” for decrease)
Amount at Transfer Amount at the
the beginning Issuance of Bonus
from capital
end of the
Item of the period new shares shares
reserves
Others Subtotal period
Total shares 1,378,540,051.00 191,440,000.00 827,124,031.00 1,929,956,071.00 — 2,948,520,102.00 4,327,060,153.00

(2) Other descriptions

  • 1) The increase in the issuance of new shares is caused by the implementation of equity incentive plans. Refer to Note XI to the Financial Statements for details. The capital increase has been verified by Pan-China Certified Public Accountants (special general partnership), which has issued the Capital Verification Report (Tian Jian Yan [2015] No. 8-125).

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FINANCIAL INFORMATION OF JINKE PROPERTY

  • 2) The bonus shares and transfer from capital reserves totally increased share capital of RMB2,757,080,102.00, which was based on the resolution at the annual general meeting 2014 of the Company, according to which the Company, based on the existing share capital recorded on 31 December 2014, issued 14 new shares for every 10 shares to all shareholders through funding from its capital reserve, and allotted 6 shares of bonus shares for every 10 shares to all the shareholders with undistributed profits.

  • Other equity instruments

  • (1) Basic information about perpetual bonds outstanding at the end of the period

The Company obtained RMB1.4 billion open-ended loans issued by Minsheng Royal Asset Management Co., Ltd.

  • (2) Changes in perpetual bonds outstanding at the end of the period
Amount at the beginning Amount at the beginning
of the period Increase in the current period
Item Quantity Book value Quantity Book value
Perpetual bonds 1,400,000,000.00
Subtotal 1,400,000,000.00
**Decrease in the ** current **Amount at ** the end of the
period period
Item Quantity Book value Quantity Book value
Perpetual bonds 1,400,000,000.00
Subtotal 1,400,000,000.00
  • (3) Other descriptions

According to the Entrusted Loan Agreement signed between the Company, Minsheng Royal Asset Management Co., Ltd. (hereinafter referred to as Minsheng Royal), and China Minsheng Banking Corp., Ltd., Chongqing Branch (hereinafter referred to as Minsheng Banking Chongqing Branch), which was considered and approved at the 10th extraordinary general meeting 2014 of the Company on 25 December 2014, Minsheng Royal should set up a special asset management plan to raise funds and entrust Minsheng Banking Chongqing Branch to use the raised funds to issue RMB1.4 billion open-ended loans to the Company. As the said Entrusted Loan Agreement did not specify contractual obligations of delivering cash or other financial assets to other parties, or contractual obligations of exchanging financial assets or financial liabilities with other parties under potentially unfavourable conditions, which was in line with the definition of equity instruments in the Accounting Standards for Enterprises No. 22 — Recognition and Measurement of Financial Instruments , the Accounting

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FINANCIAL INFORMATION OF JINKE PROPERTY

Standards for Enterprises No. 37 — Presentation of Financial Instruments , and the Provisions on the Distinction between Financial Liability and Equity Instruments and the Relevant Accounting Treatment , the Company recognized the RMB1.4 billion open-ended loans it received as other equity instruments.

  1. Capital reserve

  2. (1) Details

Item
Capital premium
Other capital reserve
Total
Amount at the
beginning of
the period
1,998,162,830.19
104,155,946.89
2,102,318,777.08
Increase in the
current period
454,885,032.24
7,097,450.57
461,982,482.81
Decrease in the
current period
Amount at the
end of the period
1,983,959,908.98
469,087,953.45

111,253,397.46
1,983,959,908.98
580,341,350.91
Decrease in the
current period
Amount at the
end of the period
1,983,959,908.98
469,087,953.45

111,253,397.46
1,983,959,908.98
580,341,350.91
580,341,350.91
  • (2) Other descriptions

  • 1) The capital premium for the current period increased by RMB454,849,299.02, among which, RMB426,911,200.00 came from the issuance of restricted stocks. Refer to Note XI to the Financial Statements for details; the capital increase of CMK Capital, a shareholder of Xinjiang Huaran Oriental New Energy Co., Ltd., increased capital premium by RMB27,973,832.24.

  • 2) As recognized in other capital reserves for the current period, the equity incentive cost increased by RMB7,097,450.57, among them, RMB5,250,679.69 came from the equity-settled share-based payment. Refer to Note XI to the Financial Statements for details; According to the Bulletin of the State Administration of Taxation on Income Tax Treatment of Resident Enterprises Executing Equity Incentive Plans (Bulletin [2012] No. 18 of the State Administration of Taxation), the Company recognized and stated the deferred tax assets of RMB1,846,770.88 adjusted on the basis of differences in the equity incentive accounting and tax payment as the capital reserve.

  • 3) The capital premium for the current period reduced by RMB1,983,959,908.98, of which: RMB1,929,956,071.00 was caused by the transfer from capital reserve. Refer to Note V(I).32 to the Financial Statements for details; the acquisition of minority interests of the subsidiary Chongqing Jinke Huiyi Real Estate Development Co., Ltd. reduced the capital premium by RMB19,540,372.98; the acquisition of minority interests of the subsidiary Chongqing Jinke Junwei Real Estate Development Co., Ltd. reduced the capital premium by RMB25,546,722.67; the acquisition of minority interests of the subsidiary Chongqing Jinke Hongrui Real Estate Development Co., Ltd. reduced the capital premium by RMB8,916,742.33.

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FINANCIAL INFORMATION OF JINKE PROPERTY

35. Treasury shares

  • (1) Details
Item
Amount at the
beginning of the
period
Restricted stock

Total
Increase in the
current period
Decrease in the
current period
618,351,200.00

618,351,200.00
Amount at
the end of
the period
618,351,200.00
618,351,200.00

(2) Other descriptions

The increase of RMB618,351,200.00 was formed by the 191,440,000 restricted RMB ordinary shares (A shares) issued to the incentive targets of shares. Refer to Note XI to the Financial Statements for details.

36. Other comprehensive income

(1) Details

Amount incurred in the current period Amount incurred in the current period Amount incurred in the current period Amount incurred in the current period
Less: Those
included in
other
comprehensive
income in the
previous period The amount **The ** amount
but transferred after tax after tax
Amount at the Pre-tax amount into the profit attributed to attributed to Amount at the
beginning of **in ** the current **or ** loss in the Less: Income the parent minority end of the
Item the period period current period tax expense company shareholders period
Other
comprehensive
income will be
reclassified
into profit and
loss 594,504,975.70 35,157,255.39 8,789,313.85 26,367,941.54 620,872,917.24
Of which: The
difference
between the
fair value and
book value of
investment
property
converted from
inventories 594,504,975.70 35,157,255.39 8,789,313.85 26,367,941.54 620,872,917.24
Other
comprehensive
income 594,504,975.70 35,157,255.39 8,789,313.85 26,367,941.54 620,872,917.24

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(2) Other descriptions

As settlements for relevant engineering contracts for commercial building and garage of Jinke • Fuling World Corridor District B, an investment property transferred by the Company in 2012 and 2013, are completed this year, it is necessary to reduce the book value of investment property originally carried forward according to the target cost. On the date of conversion, the original book value of the said investment property is RMB618,930,850.02, which should be adjusted to RMB35,157,255.39 after settlement, increasing other comprehensive income by RMB26,367,941.54 after deducting the effects of the income tax.

37. Surplus reserve

(1) Details

Item
Amount at the
beginning of the
period
Statutory surplus reserve
161,768,591.16
Total
161,768,591.16
Increase in the
current period
Decrease in the
current period
Amount at the
end of the period
148,147,570.98

309,916,162.14
148,147,570.98

309,916,162.14
Increase in the
current period
Decrease in the
current period
Amount at the
end of the period
148,147,570.98

309,916,162.14
148,147,570.98

309,916,162.14
309,916,162.14
  • (2) Other descriptions

The increase in the current period is the RMB148,147,570.98 statutory surplus reserve withdrawn according to 10% of the net profit of the parent company.

38. Undistributed profits

Item
Undistributed profits at the beginning of the year
Add: Net profit attributable to owners of the parent
company in the current period
Less: Statutory surplus reserve
Common stock dividends payable
Common dividend converted into share capital
Others [note]
Undistributed profits at the end of the period
Amount of the
period
6,292,813,928.44
1,266,959,610.26
148,147,570.98
206,781,007.65
827,124,031.00
143,558,333.33
6,234,162,595.74
Amount in the
same period of
preceding year
5,657,563,669.18
907,884,138.79
133,609,073.41
139,024,806.12

6,292,813,928.44

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FINANCIAL INFORMATION OF JINKE PROPERTY

  • [Note] According to the Entrusted Loan Agreement signed between the Company, Minsheng Royal Asset Management Co., Ltd. (hereinafter referred to as Minsheng Royal), and China Minsheng Banking Corp., Ltd., Chongqing Branch (hereinafter referred to as Minsheng Banking Chongqing Branch), the interest rate of the entrusted loan is 11.5% of the loan principal for the first year, 12% for the second year, 15% for the third year, and 18% for the fourth year and beyond. If the Company, Chongqing Jiangjin Jinke Guojun Property Co., Ltd. (hereinafter referred to Guojun Property) and Chongqing Jinke Shangzun Property Co., Ltd. (hereinafter referred to Shangzun Property) announce dividends in a certain year, the Company should pay the capital cost for the said year and accumulated in previous years. This year, the Company paid the interest of RMB139,086,111.11 to Minsheng Royal, the holder of other equity instruments, for the period from 13 February to 21 December 2015, and is expected to pay the interest of RMB4,472,222.22 to Minsheng Royal for the period from 22 to 31 December 2015 according to the contract.

(II) Notes to consolidated statement of income

1. Operating revenue/cost

**Amount in the ** same period of
**Amount in the ** current period preceding year
Item Revenue Cost Revenue Cost
Revenues from main
businesses 19,171,310,980.24 13,828,075,210.46 17,072,075,914.64 13,251,834,856.09
Revenue from other
businesses 227,262,340.66 58,928,446.52 251,431,351.53 84,823,665.12
Total 19,398,573,320.90 13,887,003,656.98 17,323,507,266.17 13,336,658,521.21

2. Business taxes and surcharges

Item
Business tax
Municipal maintenance and construction tax
Education surcharge
Local education surcharge
Land appreciation tax
Property tax
Others
Total
Amount in the
current period
1,002,961,017.37
66,768,573.08
30,876,164.56
20,736,268.27
346,727,727.11
10,855,613.19
843,709.71
1,479,769,073.29
Amount in the
same period of
preceding year
885,723,539.91
59,309,778.56
27,409,552.21
18,369,107.70
236,351,457.00
11,715,772.90
1,661,179.69
1,240,540,387.97

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FINANCIAL INFORMATION OF JINKE PROPERTY

3. Sales expenses

Item
Advertising & publicity expenses
Remuneration of employees
Others
Total
Amount in the
current period
318,391,728.35
243,473,292.64
131,646,343.22
693,511,364.21
Amount in the
same period of
preceding year
316,126,287.10
194,157,520.18
127,787,511.64
638,071,318.92
  1. Management expenses
Item
Remuneration of employees
Office administrative expense
Taxes
Impairment of fixed assets
Equity incentive cost
Others
Total
Amount in the
current period
540,007,750.60
166,665,962.83
24,089,949.86
31,922,821.21
5,250,679.69
154,697,319.88
922,634,484.07
Amount in the
same period of
preceding year
440,897,346.91
141,080,380.94
24,783,210.24
33,175,858.38

79,384,349.19
719,321,145.66
  1. Financial expenses
Item
Interest expenses
Less: interest income
Others
Total
Amount in the
current period
346,088,155.50
133,613,775.73
55,777,580.26
268,251,960.03
Amount in the
same period of
preceding year
186,257,367.15
97,022,701.19
73,745,173.79
162,979,839.75
  1. Assets impairment loss
Item
Loss from bad debts
Inventory impairment loss
Total
Amount in the
current period
73,829,191.32
406,835,393.88
480,664,585.20
Amount in the
same period of
preceding year
37,621,413.88
731,873,691.79
769,495,105.67

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FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Revenue from change in fair value
Amount in the
Amount in the same period of
Item current period preceding year
Financial assets at fair value through profit or loss 160,000.00
Investment property measured by fair value 39,863,547.99 54,152,554.05
Total 39,863,547.99 54,312,554.05

8. Return on investment

Amount in the
Amount in the same period of
Item current period preceding year
Long-term equity investment return stated by equity
method -5,152,881.59 29,781,399.44
Investment return generated by disposal of long-term
equity investment 41,991,282.68 14,295,198.13
Others 671,399.49
Total 36,838,401.09 44,747,997.06

9. Non-operating revenue

  • (1) Details
Item
Amount in the
current period
Gain from disposal of non-current
assets
778,491.46
Including: Gain from disposal of
fixed assets
778,491.46
Government subsidies
57,092,680.39
Revenues from fines and liquidated
damages
30,389,189.41
Revenues from disposal of waste
and old materials
406,616.98
Others
10,334,532.46
Total
99,001,510.70
Amount in the
same period of
preceding year
Amount stated as
non-recurring
gains/losses in the
current period
1,005,175.42
778,491.46
1,005,175.42
778,491.46
202,178,584.12
57,092,680.39
28,069,969.45
30,389,189.41
301,908.87
406,616.98
6,034,103.55
10,334,532.46
237,589,741.41
99,001,510.70
Amount in the
same period of
preceding year
Amount stated as
non-recurring
gains/losses in the
current period
1,005,175.42
778,491.46
1,005,175.42
778,491.46
202,178,584.12
57,092,680.39
28,069,969.45
30,389,189.41
301,908.87
406,616.98
6,034,103.55
10,334,532.46
237,589,741.41
99,001,510.70
99,001,510.70

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FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Details of government subsidies
Subsidy programs
Amount in the
current period
Financial subsidies [Note]
41,023,038.54
Others
16,069,641.85
Subtotal
57,092,680.39
Amount in the
same period of
preceding year
Related to
assets/related to
revenues
183,936,700.00
Related to revenues
18,241,884.12
Related to revenues
202,178,584.12
  • [Note] They are financial subsidiaries received from local governments at various levels by the subsidiaries Chongqing Jinke Industrial Group Kerun Real Estate Development Co., Ltd. and Chongqing Jinke Kunhe Investment Co., Ltd.

10. Non-operating expenditure

Amount stated as
Amount in the non-recurring
Amount in the same period of gains/losses in the
Item current period preceding year current period
Loss from disposal of non-current
assets 428,538.06 394,476.81 428,538.06
Including: Loss on the disposal of
fixed assets 428,538.06 394,476.81 428,538.06
Donation 19,454,230.00 18,552,475.20 19,454,230.00
Expenditure of compensation 9,846,628.96 14,882,831.10 9,846,628.96
Expenditure of late fee 19,981,236.50 401,733.09 19,981,236.50
Others 8,050,874.11 5,425,956.06 8,050,874.11
Total 57,761,507.63 39,657,472.26 57,761,507.63

11. Income tax expense

  • (1) Details
Item
Current income tax expense
Deferred income tax expense
Total
Amount in the
current period
675,452,009.35
-124,417,941.05
551,034,068.30
Amount in the
same period of
preceding year
71,944,753.22
-181,550,050.83
-109,605,297.61

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FINANCIAL INFORMATION OF JINKE PROPERTY

(2) Accounting profit and adjustment process of income tax expense

Item
Amount in the
current period
Total profit
1,784,680,149.27
Income tax expense calculated by statutory / applicable
tax rates
446,170,037.32
Impact of application of different tax rates by
subsidiaries
-219,779,556.52
Impact of adjustment in previous income tax
16,164,900.04
Impact of non taxable income
1,603,323.25
Impact of non-deductible costs, expenses and losses
25,800,155.22
Impact of using deductible loss of previous unrecognized
deferred tax assets
Impact of deductable temporary difference or deductible
loss of unrecognized deferred tax assets in the current
period
281,075,208.99
Others

Income tax expense
551,034,068.30
Amount of last
period
753,433,767.25
188,358,441.81
-159,333,890.20
8,357,584.23
-7,445,349.86
9,808,113.87
125,521,395.81
-274,871,593.26
-109,605,297.61
  1. After-tax net amount of other comprehensive income

For after-tax net amount of other comprehensive income, please refer to the comprehensive income in the notes to the consolidated balance sheet in the Notes to the Financial Statements.

(III) Notes to consolidated statement of cash flow

  1. Other cash received relating to operating activities
Item
Funds flow between units
Amount collected and remitted
Security deposit
Finance subsidies
Interest income from funds
Others
Total
Amount in the
current period
910,534,988.54
538,254,999.40
792,340,818.41
64,129,305.47
133,613,775.73
521,846,631.37
2,960,720,518.92
Amount in the
same period of
preceding year
1,838,284,970.31
551,766,744.77
690,085,673.88
212,299,699.00
97,022,701.19
393,013,815.91
3,782,473,605.06

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Other cash paid relating to operating activities
Item
Funds flow between units
Amount collected and remitted
Security deposit
Out-of-pocket expenses
Others
Total
Amount in the
current period
1,153,548,643.07
511,407,532.23
571,159,421.36
771,401,354.28
732,582,921.13
3,740,099,872.07
Amount in the
same period of
preceding year
2,218,841,930.80
482,753,190.28
698,099,247.91
753,250,103.27
608,784,130.52
4,761,728,602.78
  1. Other cash received relating to financing activities
Item
Collection of financing bill discounted
Loans of entities
Loans and financing bills against a pledge of time
deposit certificates and net reduction in security
deposit
Open-ended loans received from Minsheng Bank
Total
4.
Other cash paid relating to financing activities
Item
Increase in acceptance of financing bills
Payment for purchase of minority interest in subsidiaries
Loans of entities
Cost of medium-term notes and property assets for
supporting securitized financing
Loans and financing bills against a pledge of time
deposit certificates and net increase in security deposit
Total
Amount in the
current period
5,934,313,551.11
93,261,298.66
221,693,822.26
1,400,000,000.00
7,649,268,672.03
Amount in the
current period
6,429,640,000.00
362,097,400.00
220,169,761.79
24,450,000.00

7,036,357,161.79
Amount in the
same period of
preceding year
5,367,372,094.80
191,500,000.00

5,558,872,094.80
Amount in the
same period of
preceding year
5,717,500,000.00

1,070,368,244.93

106,590,520.88
6,894,458,765.81

— 274 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Supplementary information of cash flow statement

  2. (1) Supplementary information of cash flow statement

Supplementary information
1. Reconciliation of net profit to cash flows from
operating activities:
Net profit
Add: Provision for asset impairment
Impairment of fixed assets, oil and gas assets and
production-type biological assets
Amortization of intangible assets
Amortization of long-term prepaid expenses
Loss from disposal of fixed assets, intangible assets
and other long-term assets (“-” for gain)
Loss on scrapping of fixed assets (“-” for gains)
Loss from change in fair value (“-” for gain)
Financial expense (“-” for gain)
Loss from investment (“-” for gain)
Decrease in deferred tax assets (“-” for increase)
Increase in deferred tax liabilities (“-” for decrease)
Decrease in inventories (“-” for increase)
Decrease in operating receivables (“-” for increase)
Increase in operating payables (“-” for decrease)
Others
Net cash flow from operating activities
2) Significant investing and financing activities not
involving cash receipts and payments:
Debts changed to capital
Convertible corporate bonds maturing within one year
Fixed assets acquired under finance lease
3) Net changes in cash and cash equivalents:
Ending balance of cash
Less: Opening balance of cash
Add: Ending balance of cash equivalents
Less: Opening balance of cash equivalents
Net increase in cash and cash equivalents
Amount in the
current period
1,233,646,080.97
480,664,585.20
153,851,271.80
6,012,471.46
11,893,511.39
-349,953.40
-39,863,547.99
346,088,155.50
-36,838,401.09
-148,389,066.98
23,971,125.93
-7,555,494,835.06
-132,029,355.32
6,069,107,985.30

412,270,027.71



7,967,303,772.09
5,805,282,261.64


2,162,021,510.45
Amount in the
same period of
preceding year
863,039,064.86
769,495,105.67
56,393,885.04
5,648,667.64
9,007,132.02
-610,698.61
-54,312,554.05
186,257,367.15
-44,747,997.06
-183,678,769.02
2,128,718.19
-14,308,314,222.51
-208,527,568.87
4,523,458,869.47
-8,384,763,000.08



5,805,282,261.64
4,712,813,588.73


1,092,468,672.91

— 275 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) Net cash paid for acquisition of subsidiaries in the current period
Amount in the current
Item period
Cash and cash equivalents paid for merger of enterprises in the current
period 71,020,000.00
Among which: Zhengzhou Xinyinke Real Estate Co., Ltd. 51,020,000.00
Zunda Property Management Co., Ltd. 0.00
Anhui Guorun Electronic Technology Co., Ltd. 20,000,000.00
Less: Cash and cash equivalents held by subsidiaries on the date of
acquisition 259,848.51
Among which: Zhengzhou Xinyinke Real Estate Co., Ltd. 93,576.62
Zunda Property Management Co., Ltd. 166,231.89
Anhui Guorun Electronic Technology Co., Ltd. 40.00
Add: Cash and cash equivalents paid for merger of enterprises in the
previous period 334,978,515.52
Net cash received from subsidiaries 405,738,667.01
  • (3) Composition of cash and cash equivalents
Amount at the
Amount at the end beginning of the
Item of the period period
1) Cash 7,967,303,772.09 5,805,282,261.64
Including: Stock cash 833,758.55 1,223,580.13
Bank deposits used for payment at any time 7,966,470,013.54 5,804,058,681.51
2) Cash equivalents
Including: Bond investments maturing within three
months
3) Ending balance of cash and cash equivalents 7,967,303,772.09 5,805,282,261.64
Including: Cash and cash equivalents restrictedly used
in the parent company or subsidiaries
  • (4) Description of supplementary information of cash flow statement

As at 31 December 2015, other monetary funds totalled RMB1,421,884,489.74, including: pledged time deposits of RMB307,080,000.00, bank acceptance deposits of RMB948,331,136.12, mortgage deposits of RMB131,136,606.98, and guarantee deposits of RMB35,336,746.64. In the preparation of the cash flow statement, the Company has removed items not tallying with cash and cash equivalents from the cash flow statement.

— 276 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(IV) Others

1. Assets with ownership or right of use restricted

Book value at the Book value at the beginning of the Reason for Item end of the period period restriction Monetary fund 1,421,884,489.74 1,721,849,342.67 Margin deposit Accounts receivable [Note] 162,071,601.97 346,808,430.00 Pledged loan Inventory 18,303,055,894.48 19,766,160,882.27 Mortgaged loan Investment property 1,932,254,486.05 1,739,433,040.23 Mortgaged loan Fixed assets 1,369,612,973.13 576,989,350.87 Mortgaged loan Construction in progress 149,031,423.92 612,835,176.98 Mortgaged loan Intangible assets 24,886,771.14 28,171,281.17 Mortgaged loan Total 23,362,797,640.43 24,792,247,504.19

  • [Note] According to the Accounts Receivable Pledge Agreement under the Engineering General (Excluding Design) Contract of Phase II (150 MW) of the Sixth Wind Farm (200 MW) Project in Yandun, Hami of Xinjiang Huaran Oriental New Energy Co., Ltd. signed between the subsidiary Xinjiang Huaran and Xijiang Haiwei New Energy Power Engineering Co., Ltd. (the Pledgee), the Pledgor agreed to provide the electricity charging right related to its project and all revenues under it to the Pledgee as a pledge guarantee; according to the Entrusted Loan Agreement and the Pledge Contract of CMS Super Value — Jinke Property Asset-backed Plan No. 1 under the Asset Transfer Agreement of CMS Super Value — Jinke Property Asset-backed Plan No. 1 signed by the Company and the Company’s subsidiary Jinke Property Services Group Limited (the Pledgor) with CMS Asset Management Co., Limited (the Pledgee), the Pledgor agreed to provide all the property service fees and parking management fees it collected to the Pledgee as a pledge guarantee.

2. Foreign currency monetary items

Foreign currency balance at the end Item of the period Exchange rate RMB equivalent Monetary fund Including: HKD 1,074,892.47 0.8378 900,544.91

— 277 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

VI. Change in the consolidation scope

  • (I) Merger of enterprises not under the same control

  • Merger of enterprises not under the same control in the current period

In RMB’0,000

Percentage
of equity
acquired
Name of the acquired party Acquisition time Acquisition cost (%) Way of acquisition
Zhengzhou Xinyinke Real Estate 30 June 2015 51,020,000.00 50.00 Equity transfer
Co., Ltd. [Note 1]
Anhui Guorun Electronic 31 August 2015 35,700,000.00 51.00 Equity transfer
Technology Co., Ltd. [Note 2]
Chongqing Zunda Property 1 October 2015 0.00 51.00 Equity transfer
Management Co., Ltd.
**Revenue of ** the Net profit of the
acquired party acquired party
from the date of from the date of
Determination acquisition to acquisition to
Date of basis for the date **the end of ** the the end of the
Name of the purchased party acquisition of acquisition period period
Zhengzhou Xinyinke Real 30 June 2015 Handover date of 93,787.98
Estate Co., Ltd. property right
Anhui Guorun Electronic 31 August 2015 Handover date of -51,300.00
Technology Co., Ltd. property right
Chongqing Zunda Property 1 October 2015 Handover date of -302,993.39
Management Co., Ltd. property right

[Note 1] On 16 July 2015, Wuxi Jinke Jiarun Real Estate Development Co., Ltd. (hereinafter referred to as Wuxi Jiarun), a subsidiary of the Company, acquired 50% equity of Zhengzhou Xinyinke Real Estate Co., Ltd. (hereinafter referred to as Zhengzhou Xinyinke) held by Henan Huanghe Petroleum Gas Co., Ltd. at a price of RMB51.02 million, and according to the agreement, Wuxi Jiarun could conduct control over the operation and management of Zhengzhou Xinyinke, so it was incorporated into the scope of the consolidated financial statements.

  • [Note 2] Refer to Note [V] (I). 17 to the Financial Statements for details.

— 278 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Merger cost and goodwill

In RMB’0,000

Zhengzhou
Item Xinyinke Guorun Electronic Zunda Property
Merger cost
Cash 5,102.00 3,570.00
Fair value of the previously held
equity on the date of
acquisition
Total merger cost 5,102.00 3,570.00 0.00
Less: Share of the fair value of the
acquired identifiable net assets 4,620.37 3,570.00 -514.87
Amount of goodwill/merger cost
below the share of the fair value
of the acquired identifiable net
assets 481.63 [Note 1] 514.87 [Note 2]
  • [Note 1] The cost for Wuxi Jiarun’s acquisition of 50% equity of Zhengzhou Xinyinke in the current period was RMB51.02 million, and on the date of acquisition, the fair value of the identifiable net assets of Zhengzhou Xinyinke that Wuxi Jiarun was entitled to was RMB46,203,700; as the acquisition was mainly the acquisition of the land for Zhengzhou Xinyinke’s project, the Company stated RMB4,816,300 of the difference of the merger cost above the fair value of identifiable net assets that Wuxi Jiarun was entitled to as the premium of the land to be acquired in the consolidated financial statements.

  • [Note 2] According to the Cooperation Agreement signed between Jinke Property Services Group Limited (hereinafter referred to as Jinke Property), a subsidiary of the Company, and the natural person Lei Shuisheng, Jinke Property acquired 51% equity of Chongqing Zunda Property Management Co., Ltd. (hereinafter referred to as Zunda Property) at a consideration of RMB0, and on the date of acquisition, Jinke Property was entitled to -RMB5,148,667.73 of the net assets of Zunda Property as per the shareholding percentage of 51% and the recognized goodwill of merger of enterprises not under the same control was RMB5,148,667.73.

— 279 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Identifiable assets and liabilities of the acquired party as of the date of acquisition

In RMB’0,000

Xinyinke Xinyinke Guorun Electronic Guorun Electronic Zunda Property Zunda Property
Date of Date of Date of Date of Date of Date of
acquisition acquisition acquisition acquisition acquisition acquisition
Item Fair value Book value Fair value Book value Fair value Book value
Assets
Monetary fund 111.01 111.01 21.53 21.53
Accounts receivable
Advance payments 36,894.92 36,894.92 5.07 5.07
Other receivables 35.90 35.90 635.93 635.93
Inventory 20.14 20.14
Other current assets
Fixed assets 117.93 117.93 6.41 6.41
Projects in progress
Other non-current assets 7,000.00 7,000.00
Liabilities
Accounts payable 173.86 173.86
Advance receipts 0.56 0.56
Payroll payable 30.52 30.52
Taxes payable 0.26 0.26 1.06 1.06
Other payables 27,765.05 27,765.05 1,646.34 1,646.34
Net assets 9,240.74 9,240.74 7,000.00 7,000.00 -1,009.54 -1,009.54
Less: Minority interests
Net assets acquired 9,240.74 9,240.74 7,000.00 7,000.00 -1,009.54 -1,009.54

(II) Change in the consolidation scope for other reason

1. Increase of the consolidation scope

Contribution
Way of amount
Company name acquisition Acquisition time (RMB’0,000) Percentage (%)
Xinjiang Jinke Yijia Real New establishment 24 April 2015 10,000.00 100.00
Estate Development Co., Ltd.
Chongqing Jinke Wuchen Real New establishment 16 September 3,000.00 100.00
Estate Development Co., Ltd. 2015
Chongqing Jinke Zhuchen Real New establishment 27 August 2015 3,000.00 100.00
Estate Co., Ltd.
Jinke Group Suzhou Dongjun New establishment 10 October 2015 2,000.00 100.00
Real Estate Development
Co., Ltd.

— 280 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Contribution
Way of amount
Company name acquisition Acquisition time (RMB’0,000) Percentage (%)
Qingdao Yuhua Jinke Real New establishment 9 March 2015 1,000.00 100.00
Estate Development Co., Ltd.
Chongqing Jinke Jiahan Real New establishment 19 November 2015 3,000.00 100.00
Estate Development Co., Ltd.
Suining Jinke Dongjun Real New establishment 30 January 2015 5,000.00 100.00
Estate Development Co., Ltd.
Hunan Jinke Yida Industrial New establishment 5 January 2015 5,000.00 50.00
Development Co., Ltd.
Changsha Jingke Real Estate New establishment 29 January 2015 1,000.00 100.00
Co., Ltd.
Jinan Xingsheng Business New establishment 27 May 2015 100.00 100.00
Management Co., Ltd.
Chengdu Lexiang Century New establishment 17 November 2015 100.00 100.00
Hotel Management Co., Ltd.
Lexiang Century Commercial New establishment 19 October 2015 5,000.00 100.00
Management Co., Ltd.
  1. Decrease of the consolidation scope

Net profit from the beginning of Net assets on the the period to the Company name Way of disposal Disposal time date of disposal date of disposal Tianjin Bozhi Real Estate Co., Cancellation 17 December 2015 — — Ltd.

— 281 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

VII. Interests in other entities

  • (I) Interests in significant subsidiaries

1. Significant subsidiaries

Shareholding Shareholding
Principal Place of Business percentage (%) Way of
Subsidiary name operating base registration nature Direct Indirect acquisition
Chongqing Jiangjin Jinke Jiangjin District, No. 9, Block B2, Real estate 70.00 30.00 Establishment
Guojun Real Estate Co., Chongqing Zone B, Times
Ltd. (hereinafter referred to Shopping Plaza,
as Guojun Real Estate) Jijiang, Jiangjin
District,
Chongqing
Chongqing Bishan Jinke Bishan County, 2/F, No. 129 Real estate 100.00 Merger of
Zhongxi Real Estate Co., Chongqing Jinjian Road, enterprises under
Ltd. (hereinafter referred to Bicheng Street, the same control
as Zhongxi Real Estate) Bishan County,
Chongqing
Chongqing Jinke Junyao Real Kai County, Binhu Road, Real estate 55.00 45.00 Merger of
Estate Development Co., Chongqing Yunfeng, Kai enterprises under
Ltd. (hereinafter referred to County, the same control
as Junyao Real Estate) Chongqing (Jinke
Kaizhou City)
Chongqing Jinke Real Estate Yubei District, No. 161-197-2, Real estate 100.00 Merger of
Development Co., Ltd. Chongqing Shuangning Road, enterprises under
(hereinafter referred to as Renhe Town, the same control
Chongqing Jinke) Yubei District,
Chongqing
Chongqing Jinke Industrial Jiangbei District, No. 9, Real estate 100.00 Merger of
Group Hongjing Real Estate Chongqing Commercial enterprises under
Development Co., Ltd. Building, No. 1, the same control
(hereinafter referred to as Wuhong Road,
Hongjing Real Estate) Jiangbei District,
Chongqing
Chongqing Jinke Shangzun Yongchuan Building 5, No. Real estate 100.00 Merger of
Real Estate Co., Ltd. District, 177 Honghe enterprises under
(hereinafter referred to as Chongqing Middle Road, the same control
Shangzun Real Estate) Yongchuan
District

— 282 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Shareholding Shareholding
Principal Place of Business percentage (%) Way of
Subsidiary name operating base registration nature Direct Indirect acquisition
Wuxi Jinke Kerun Real Estate Wuxi New Xinfang Road, Real estate 51.00 49.00 Merger of
Development Co., Ltd. District Fangqian, Jiangxi enterprises under
(hereinafter referred to as Street, Wuxi New the same control
Wuxi Kerun) District
Wuxi Jinke Jiarun Real Estate Wuxi No. 501, Nanhu Real estate 100.00 Merger of
Development Co., Ltd. Avenue, Wuxi enterprises under
(hereinafter referred to as the same control
Wuxi Jiarun)
Jiangyin Jinke Real Estate Jiangyin Yushanwan Club, Real estate 98.00 2.00 Merger of
Development Co., Ltd. Yunting Street, enterprises under
(hereinafter referred to as Jiangyin the same control
Jiangyin Real Estate)
Chongqing Jinke Industrial Fuling District, No. 9 Zhongshan Real estate 100.00 Merger of
Group Kerun Real Estate Chongqing Road, Fuling enterprises under
Development Co., Ltd. District, the same control
(hereinafter referred to as Chongqing
Chongqing Kerun)
Hunan Jinke Real Estate Yuelu District, No. 299, Leifeng Real estate 100.00 Merger of
Development Co., Ltd. Changsha Avenue, Qingshan enterprises under
(hereinafter referred to as Village, Yuelu the same control
Hunan Jinke) District,
Changsha
Chongqing Qingke Trading Fuling District, No. 88, Xingyi Commerce 88.00 12.00 Merger of
Co., Ltd. (hereinafter Chongqing South Road, Yihe enterprises under
referred to as Qingke Town, Fuling the same control
Trading) District,
Chongqing
Jinke Property Services Group Chongqing “Jinke Garden”, Property 100.00 Establishment
Limited (hereinafter referred beside Wuhuang management
to as Jinke Property) Road, Wulidian,
Jiangbei District,
Chongqing

— 283 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

2. Significant non-wholly owned subsidiaries

Dividend
Gains/losses announced to
attributable to be distributed Balance of
Shareholding minority to minority minority
percentage of shareholders in shareholders in interests at the
minority the current the current end of the
Subsidiary name shareholders period period period
Chongqing Hechuan Jinke
Hejun Real Estate Co.,
Ltd. (hereinafter referred
to as Hejun Real Estate) 49.00% 42,226,354.39 37,240,000.00 61,396,043.17
Chongqing Jinke Zhongjun
Real Estate Development
Co., Ltd. (hereinafter
referred to as Zhongjun
Real Estate) 49.00% 9,511,793.32 281,731,690.22
Jinan Jinke Xicheng Real
Estate Development Co.,
Ltd. (hereinafter referred
to as Jinan Jinke) 49.00% -16,055,506.53 440,654,588.34
Chongqing Jinke Hexu Real
Estate Development Co.,
Ltd. (hereinafter referred
to as Hexu Real Estate) 49.00% -8,289,386.33 278,344,256.75
Xinjiang Huaran Oriental
New Energy Co., Ltd.
(hereinafter referred to as
Huaran Oriental) 5.75% 0.00 22,026,167.76

— 284 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Main financial information of significant non-wholly owned subsidiaries

  2. (1) Assets and liabilities

In RMB’0,000

**Amount at the end ** **Amount at the end ** of the period of the period
Current Non-current Current Non-current Total
Subsidiary name assets assets Total assets liabilities liabilities liabilities
Hejun Real Estate 125,605.06 6,513.26 132,118.32 119,290.83 297.69 119,588.52
Zhongjun Real Estate 282,723.70 4,768.05 287,491.75 180,995.48 180,995.48
Jinan Jinke 472,394.36 4,081.73 476,476.09 371,139.32 15,407.27 386,546.59
Hexu Real Estate 232,163.69 1,741.33 233,905.03 137,100.07 40,000.00 177,100.07
Huaran Oriental 32,424.01 134,057.68 166,481.69 128,175.32 128,175.32
**Amount ** at the beginning of the period
Current Non-current Current Non-current Total
Subsidiary name assets assets Total assets liabilities liabilities liabilities
Hejun Real Estate 158,756.19 3,864.50 162,620.69 150,925.35 183.15 151,108.50
Zhongjun Real Estate 398,029.78 3,450.56 401,480.34 201,925.26 95,000.00 296,925.26
Jinan Jinke 338,279.68 2,506.37 340,786.05 177,579.91 70,000.00 247,579.91
Hexu Real Estate 152,002.23 840.42 152,842.65 54,342.28 40,003.70 94,345.98
Huaran Oriental 17,940.30 94,727.82 112,668.12 101,041.80 101,041.80
  • (2) Gains/losses and cash flows

In RMB’0,000

**Amount in the ** **Amount in the ** current period current period **Amount in ** the same period of preceding year the same period of preceding year the same period of preceding year
Cash flows Cash flows
Total from Total from
Operating comprehensive operating Operating comprehensive operating
Subsidiary name revenue Net profit income activities revenue Net profit income activities
Hejun Real Estate 61,705.84 8,617.62 8,617.62 4,875.00 60,000.97 11,194.59 11,194.59 1,743.34
Zhongjun Real
Estate 24,925.31 1,941.18 1,941.18 78,178.21 23.09 -2,008.58 -2,008.58 -64,755.05
Jinan Jinke 8.43 -3,276.63 -3,276.63 -14,960.03 15.34 -3,817.76 -3,817.76 -55,459.68
Hexu Real Estate 31.41 -1,691.71 -1,691.71 -43,664.59 7.37 -1,319.83 -1,319.83 -23,826.45
Huaran Oriental 12,196.84 280.06 280.06 11,115.13 6,481.43 1,894.70 1,894.70 28,241.12

— 285 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (II) Control over subsidiaries’ transactions despite change in owners’ equity in subsidiaries

  • Descriptions of change in owners’ equity in subsidiaries

Shareholding Shareholding percentage percentage Subsidiary name Change time before change after change Chongqing Jinke Junwei Real Estate Development Co., Ltd. (hereinafter referred to as Jinke Junwei) October 2015 60.00% 80.00% Chongqing Jinke Hongrui Real Estate Development Co., Ltd. (hereinafter referred to as Jinke Hongrui) October 2015 60.00% 80.00% Chongqing Jinke Huiyi Real Estate Development Co., Ltd. (hereinafter referred to as Jinke Huiyi) October 2015 51.00% 80.00% Xinjiang Huaran Oriental New Energy Co., Ltd. December (hereinafter referred to as Xinjiang Huaran) 2015 100.00% 94.25%

Subsidiary name

  1. Impact of transactions on minority interests and equity attributable to owners of the parent company
Xinjiang
Item Jinke Junwei Jinke Hongrui Jinke Huiyi Huaran
Acquisition cost/disposal consideration
Cash 177,611,600.00 88,805,800.00 95,680,000.00 50,000,000.00
Total acquisition cost/disposal
consideration 177,611,600.00 88,805,800.00 95,680,000.00 50,000,000.00
Less: Net assets of subsidiaries
calculated in proportion to the equity
acquired/disposed 152,064,877.33 79,889,057.67 76,139,627.02 22,026,167.76
Difference -25,546,722.67 -8,916,742.33 -19,540,372.98 27,973,832.24
Including: Adjusted capital reserve -25,546,722.67 -8,916,742.33 -19,540,372.98 27,973,832.24
Adjusted surplus reserve

— 286 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (III) Interests in joint ventures or associated enterprises

  • Significant joint ventures or associated enterprises

Accounting for
investment in
Shareholding joint venture or
Name of joint venture or Principal Place of Business percentage (%) associated
associated enterprise operating base registration nature Direct Indirect enterprise
Chongqing Yinhai Finance Chongqing Beibu New Similar 5.51 Equity method
Leasing Co., Ltd. District, financial [note 1]
(hereinafter referred to as Chongqing industry
Yinhai Leasing)
Wujiang Jinke Yangzi Real Wujiang Wujiang District, Real estate 50.00 Equity method
Estate Development Co., Suzhou
Ltd. (hereinafter referred to
as Wujiang Yangzi)
Xinjiang Jinke New Energy Xinjiang Xinjiang Equity 49.75 Equity method
Equity Investment Joint investment [note 2]
Venture (limited partnership)
(hereinafter referred to as
New Energy Investment)
  • [Note 1] The Company has appointed representatives to the Board of Directors of Yinhai Leasing and therefore has the right to participate in deciding financial and operating policies of Yinhai Finance Leasing and has material impact on Yinhai Finance Leasing.

  • [Note 2] Refer to Note [V] (I). 9 to the Financial Statements for details.

— 287 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Main financial information of significant joint ventures
In RMB’0,000
Amount at the
Amount at the beginning of the
end of the period/amount in
period/amount in the same period of
the current period preceding year
New Energy New Energy
Item Investment Investment
Current assets 35,000.00
Non-current assets
Total assets 35,000.00
Current liabilities
Non-current liabilities
Total liabilities
Minority interests
Equity attributable to owners of the parent company 35,000.00
Proportionate share in net assets 20,000.00
Adjustments
Goodwill
Unrealized profit of internal transaction
Others
Book value of equity investments in joint ventures 20,000.00
Fair value of equity investments in joint ventures
with quoted price
Operating revenue
Net profit
Net profit from discontinued operation
Other comprehensive income
Total comprehensive income
Dividend received from joint ventures in the current
period

— 288 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Main financial information of significant associated enterprises

In RMB’0,000

Amount at the end of the period/amount in the current period USUM Investment

Item Group [note] Yinhai Leasing
Current assets 140,164.96
Non-current assets 184,195.35
Total assets 324,360.31
Current liabilities 78,263.27
Non-current liabilities 104,838.79
Total liabilities 183,102.06
Minority interests 0
Equity attributable to owners of the parent company 141,258.25
Proportionate share in net assets 7,783.33
Adjustments 0
Goodwill 0
Unrealized profit of internal transaction 0
Others 0
Book value of equity investments in associated
enterprises 7,783.33
Fair value of equity investments in associated enterprises
with quoted price 0
Operating revenue 27,998.19
Net profit 9,833.35
Net profit from discontinued operation 0
Other comprehensive income 0
Total comprehensive income 9,833.35
Dividend received from associated enterprises in the
current period 716.92

— 289 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

**Amount at the beginning ** **Amount at the beginning ** of the
**period/amount in the ** **same ** period of
**preceding ** year
USUM Investment
Item Group [note] Yinhai Leasing
Current assets 343,170.37 207,993.04
Non-current assets 32,601.22 176,169.00
Total assets 375,771.59 384,162.04
Current liabilities 25,766.69 108,513.45
Non-current liabilities 207.74 131,212.52
Total liabilities 25,974.43 239,725.97
Minority interests
Equity attributable to owners of the parent company 349,797.16 144,436.07
Proportionate share in net assets 11,361.41 7,958.43
Adjustments
Goodwill
Unrealized profit of internal transaction
Others
Book value of equity investments in associated
enterprises 11,361.41 7,958.43
Fair value of equity investments in associated enterprises
with quoted price
Operating revenue 44,311.01 26,096.38
Net profit 33,133.07 17,058.27
Net profit from discontinued operation
Other comprehensive income
Total comprehensive income 33,133.07 17,058.27
Dividend received from associated enterprises in the
current period 446.11

[Note] Refer to Note [V] (I). 9 to the Financial Statements for details.

— 290 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Summary financial information of insignificant joint ventures and associated enterprises
Amount at the
Amount at the beginning of the
end of the period/amount in
period/amount in the same period of
Item the current period preceding year
Joint ventures
Total book value of investments 9,996,804.01 9,994,505.08
Total of the following items calculated as
per the shareholding percentage 2,298.93 -758,079.17
Net profit 2,298.93 -758,079.17
Other comprehensive income
Total comprehensive income 2,298.93 -758,079.17
Associated enterprises
Total book value of investments 96,163,778.05 133,581,850.12
Total of the following items calculated as
per the shareholding percentage -21,506,811.67 -9,237,903.16
Net profit -21,506,811.67 -9,237,903.16
Other comprehensive income
Total comprehensive income -21,506,811.67 -9,237,903.16

VIII Risks related to financial instruments

The Company carries out risk management for the purpose of seeking an appropriate balance between the risks and revenues, minimizing the negative impact from risks on the Company’s operating results and maximizing the interests of shareholders and other equity investors. Based on such objectives, the Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk bottom line and controls, and to supervise various risks in prompt and reliable manner so as to control the risks within a limited range.

The Company is exposed to the following risks from its use of financial instruments in the daily operation, which mainly include credit risk, liquidity risk and market risk. The management has deliberated and approved policies concerning management of such risks, as summarized below.

(I) Credit risk

Credit risk is the risk that one party to a financial instrument fails to fulfil the obligations, thereby causing financial loss to the other party.

The Company’s credit risk is primarily attributable to bank balances and receivables. To control the aforesaid related risks, the Company takes the following measures respectively.

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APPENDIX II

1. Bank balances

The Company deposits its bank balances in financial institutions with good credit rating, so its credit risk is low.

2. Receivables

The Company has established a sound receivables risk management and internal control system to regularly assess customers’ credit and monitor balance of receivables therefrom, and strictly implements the receivables collection procedure, to avoid significant risks in bad debts.

The Company’s accounts receivable risks are distributed in multiple partners and customers. As at 31 December 2015, 25.95% of the Company’s accounts receivable (31 December 2014: 18.95%) was due from the five top customers in balance, and the Company did not have major credit concentration risk.

  • (1) Amount of the Company’s receivables which have neither been overdue nor impaired and those which have been overdue but unimpaired and relevant aging analysis are as follows:
Item
Amount at the end of the period
Receivables
neither overdue
nor impaired
Receivables overdue but unimpaired
Within 1 year
1-2 years
Above 2 years
Other receivables
498,663,626.13
Subtotal
498,663,626.13
Item
Amount at the beginning of the period
Receivables
neither overdue
nor impaired
Receivables overdue but unimpaired
Within 1 year
1-2 years
Above 2 years
Other receivables
525,174,875.62
Subtotal
525,174,875.62
Total
498,663,626.13
498,663,626.13
Total
525,174,875.62
525,174,875.62
  • (2) For receivables with provision for impairment withdrawn on an individual basis, please refer to receivables in the notes to the consolidated financial statements in the Notes to the Financial Statements.

(II) Liquidity risk

Liquidity risk is the risk of capital shortage incurred when the Company performs the obligation of cash or other financial assets settlement and is possibly attributable to failure in selling financial assets at fair value on a timely basis, or failure in collecting liabilities from counterparts to contracts, or early redemption of debts, or failure in generating estimated cash flows.

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FINANCIAL INFORMATION OF JINKE PROPERTY

To control such risk, the Company leveraged financing tools such as note settlement, bank borrowings, trust borrowing, etc., and appropriately adopted long and short financing methods to improve the financing structure, and maintained a balance between financing sustainability and flexibility. The Company has obtained bank credit limits from several commercial banks and trust institutions to satisfy working capital requirements and expenditures.

Financial liabilities classified based on remaining time period till maturity

In RMB’0,000

**Amount at ** **Amount at ** the end of the period the end of the period
Undiscounted
contract
Item Book value amount Within 1 year **1-3 ** years Above 3 years
Borrowings 3,312,021.96 3,636,195.54 2,068,464.67 1,210,622.98 357,107.89
Notes payable 131,721.40 131,721.40 131,721.40
Accounts payable 811,978.91 811,978.91 811,978.91
Other payables 290,261.87 290,261.87 290,261.87
Bonds payable 531,325.73 655,741.81 395,226.25 260,515.56
Subtotal 5,077,309.87 5,525,899.53 3,302,426.85 1,605,849.23 617,623.45
Amount at the beginning of the period
Undiscounted
contract
Item Book value amount Within 1 year **1-3 ** years Above 3 years
Borrowings 3,363,919.96 3,742,996.76 2,459,179.29 1,136,938.09 146,879.38
Notes payable 136,165.13 136,165.13 136,165.13
Accounts payable 717,454.86 717,454.86 717,454.86
Other payables 259,564.91 259,564.91 255,564.91 4,000.00
Subtotal 4,477,104.86 4,856,181.66 3,568,364.19 1,140,938.09 146,879.38

(III) Market risk

Market risk refers to the risk that the fair value or future cash flow of a financial instrument fluctuates because of change in market price. Market risks mainly include interest rate risk and foreign exchange risk.

1. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flow of a financial instrument fluctuates because of change in market interest rate. The Company’s market interest risk mainly relates to the Company’s borrowings with interest calculated at floating interest rate.

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APPENDIX II

As at 31 December 2015, the Company’s borrowings with interest calculated at floating interest rate amounted to RMB13,175,970,000 (31 December 2014: RMB11,218,600,000), supposed that other variations remain unchanged and interest rate increases/decreases 50 bps, the Company’s total profit and shareholders’ interests will not be significantly affected.

  1. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flow of a financial instrument fluctuates because of change in exchange rate.

The Company’s exchange rate risk mainly relates to the Company’s foreign currency monetary assets and liabilities. As the Company operates its business in mainland China, its main business activities are denominated in RMB. Therefore, the exchange rate risk undertaken by the Company is insignificant.

For the Company’s foreign currency monetary assets and liabilities at the end of the period, please refer to foreign currency monetary items in others in the notes to the consolidated financial statements in the Notes to the Financial Statements.

IX. Disclosure of fair value

  • (I) Details of the fair value of assets and liabilities measured at fair value at the end of the period
**Fair value at the ** end of the period
Level 1 fair value Level 2 fair value Level 3 fair value
Item measurement measurement measurement Total
Recurring fair value
measurement
Investment property 2,888,950,566.79 2,888,950,566.79
Buildings rented 2,888,950,566.79 2,888,950,566.79
  • (II) Qualitative and quantitative information of evaluation techniques and important parameters for recurring and non-recurring level 2 fair value measurements

The buildings rented out by the Company are all commercial properties and supporting garages thereof, and their costs are insufficient to reflect the fair value thereof, so evaluation is not carried out by cost method; according to the actual condition of the buildings rented, for small commercial properties, as the transaction markets around them are active and it is easy to find transaction cases of similar properties, evaluation is carried out by market method; for large commercial properties for which it is difficult to find relevant transaction cases, as the lease markets of similar properties around them are active and some buildings rented are restricted by long-term lease contracts, evaluation is carried out by income method.

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APPENDIX II

  • X. Connected parties and connected transactions

  • (I) Connected parties

  • The Company’s parent company

  • (1) The Company’s parent company

Voting
Shareholding right
percentage percentage
Registered over the over the
Business capital Company Company
Name of parent company Place of registration nature (RMB’0000) (%) (%)
Chongqing Jinke Investment No. 88 Xingyi South Investment 5,000 17.53 17.53
Holdings (Group) Co., Ltd. Road, Yihe Town, consulting
Fuling District,
Chongqing
  • [Note] As at 31 December 2015, Chongqing Jinke Investment Holdings (Group) Co., Ltd. (hereinafter referred to as Jinke Investment), Huang Hongyun and Tao Hongxia severally held 17.53%, 11.01% and 2.10% shares of the Company and were the top three shareholders of the Company; Huang Hongyun and his wife Tao Hongxia jointly held 100% shares of Jinke Investment, which was the controlling shareholder of the Company, and were the effective controllers of the Company.

  • (2) The ultimate controllers of the Company are Huang Hongyun and his wife Tao Hongxia.

  • For details about the Company’s subsidiaries, please refer to interests in other entities in the Notes to the Financial Statements

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APPENDIX II

3. Joint ventures and associated enterprises of the Company

For details about the Company’s significant associated enterprises, please refer to interests in other entities in the Notes to the Financial Statements. Information on other joint ventures or associated enterprises with balance formed through its connected transactions with the Company in the current and prior periods is as follows:

Name of joint venture or associated enterprise

Relation with the Company

  • Xinjiang Jinke New Energy Equity Investment Joint Venture (limited partnership) (hereinafter referred to as New Energy Investment)

  • Joint venture

  • Yunnan Jinwanzhong Real Estate Development Co., Ltd. (hereinafter referred to as Jinwanzhong Real Estate)

Joint venture

Wujiang Jinke Yangzi Real Estate Development Co., Ltd. Associated enterprise (hereinafter referred to as Wujiang Jinke Yangzi)

  • Chongqing Yinhai Finance Leasing Co., Ltd. (hereinafter referred to as Yinhai Leasing)

  • Associated enterprise

  • USUM Investment Group Co., Ltd. (hereinafter referred to as USUM Investment)

[Note]

[Note] Refer to Note [V] (I). 9 to the Financial Statements for details.

  1. Other connected parties of the Company

Name of other connected party

  • Chongqing Zhongke Holding Co., Ltd. (hereinafter referred to as Zhongke Holding)

Chongqing Zhongke Construction (Group) Co., Ltd. (hereinafter referred to as Zhongke Group)

  • Chongqing Jianglong Construction Engineering Co., Ltd. (hereinafter referred to as Jianglong Construction)

  • Chongqing Shenlong Construction Engineering Co., Ltd. (hereinafter referred to as Shenlong Construction)

  • Chongqing Zhanhe Agriculture Development Co., Ltd. (hereinafter referred to as Zhanhe Agriculture)

Relation between other connected party and the Company

Others [note 1]

  • Others [note 1]

Others [note 1]

Others [note 1]

Others [note 2]

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APPENDIX II

Name of other connected party

  • Chongqing Red Star Macalline Shibo Furniture Hall Co., Ltd. (hereinafter referred to as Red Star Macalline)

  • Chongqing Liangjiang New District Ke Yi Micro-Credit Co., Ltd. (hereinafter referred to as Ke Yi Micro-Credit)

  • Chongqing Jinke Financial Factoring Co., Ltd. (hereinafter referred to as Jinke Financial Factoring)

  • Chongqing Jinke Commercial Factoring Co., Ltd. (hereinafter referred to as Jinke Commercial Factoring)

Relation between other connected party and the Company

  • Company controlled by the effective controller of the shareholder

  • Company controlled by the controlling shareholder of the Company

  • Company controlled by the controlling shareholder of the Company

  • Company controlled by the controlling shareholder of the Company

  • [Note 1] It is a company controlled by Huang Yifeng, who is the younger brother of Huang Hongyun, the effective controller of the Company.

  • [Note 2] Refer to Note [X] (II). 5 to the Financial Statements for details.

(II) Connected transactions

  1. Purchase and sale of commodities, and provision and acceptance of labor service

Sale of commodities and provision of labor service:

Amount in the
Content of connected Amount in the same period of
Connected party transaction current period preceding year
China Sciences Group Provision of labor service 535,042.70 425,629.70
USUM Investment Group Provision of labor service 37,491.00 197,991.38
[note]
Wujiang Jinke Yangzi Sale of commodities and 2,540,079.98 3,641,406.43
provision of labor service
Jinke Investment Sale of commodities and 151,724.00 33,537,999.00
provision of labor service
Ke Yi Micro-Credit Provision of labor service 92,400.00
Jinke Financial Factoring Provision of labor service 46,200.00
Jinke Commercial Provision of labor service 46,200.00
Factoring

[Note] Refer to Note [V] (I). 9 to the Financial Statements for details.

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APPENDIX II

2. Rental with connected parties

Red Star Macalline rented in from the Company the Red Star Macalline Furniture Plaza with a floor area of 106,927.62 m[2] at No. 888 Xinnan Road, Tiangongdian Street, Yubei District, Chongqing, with a rental term from 1 July 2006 to 31 December 2026, and the rental revenue generated by the Company in the current period was RMB39,950,459.09.

3. Guarantee with connected parties

(1) The Company and subsidiaries as the guaranteed parties

Guarantee Guarantee Whether the
Guaranteed Commencement guarantee has
Guarantor amount date Maturity date been fulfilled
Huang Hongyun, Tao Hongxia 300,000,000.00 2015/2/2 2016/9/29 No
Huang Hongyun, Tao Hongxia 1,000,000,000.00 2014/8/29 2016/8/29 No
Jinke Investment, Huang Hongyun, 5,000,000.00 2013/10/14 2016/9/29 No
Tao Hongxia [note]
Jinke Investment, Huang Hongyun, 50,000,000.00 2014/4/30 2016/9/29 No
Tao Hongxia [note]
Jinke Investment, Huang Hongyun, 255,000,000.00 2014/7/1 2016/9/29 No
Tao Hongxia [note]
Jinke Investment, Huang Hongyun, 80,000,000.00 2014/7/2 2016/9/29 No
Tao Hongxia [note]
Jinke Investment, Huang Hongyun, 10,000,000.00 2014/1/16 2016/9/29 No
Tao Hongxia [note]
Jinke Investment, Huang Hongyun, 800,000,000.00 2014/3/20 2016/3/20 No
Tao Hongxia
Huang Hongyun, Tao Hongxia 300,000,000.00 2014/6/26 2016/6/25 No
Jinke Investment, Huang Hongyun, 97,916,666.67 2014/3/12 2017/3/12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 145,833,333.34 2014/3/24 2017/3/12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 19,583,333.32 2014/4/30 2017/3/12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 39,166,666.67 2014/4/30 2017/3/12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 58,750,000.00 2014/5/30 2017/3/12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 19,583,333.32 2014/6/24 2017/3/12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 39,166,666.67 2014/7/25 2017/3/12 No
Tao Hongxia

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FINANCIAL INFORMATION OF JINKE PROPERTY

Guarantee Guarantee Whether the
Guaranteed Commencement guarantee has
Guarantor amount date Maturity date been fulfilled
Jinke Investment 30,000,000.00 2014/11/25 2016/9/22 No
Jinke Investment 33,000,000.00 2015/2/5 2016/10/12 No
Jinke Investment, Huang Hongyun, 470,000,000.00 2014/3/28 2016/3/27 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 1,400,000,000.00 2015/2/13 2034/12/25 No
Tao Hongxia
Jinke Investment, Huang Hongyun 100,000,000.00 2014/5/20 2016/5/20 No
Jinke Investment, Huang Hongyun 110,000,000.00 2014/5/20 2016/11/20 No
Jinke Investment, Huang Hongyun 140,000,000.00 2014/6/18 2017/5/18 No
Huang Hongyun 3,000,000.00 2015/6/26 2016/6/25 No
Huang Hongyun 295,000,000.00 2015/6/26 2016/12/25 No
Huang Hongyun 250,000,000.00 2015/6/26 2017/6/25 No
Jinke Investment, Huang Hongyun 490,000,000.00 2014/4/30 2016/4/28 No
Jinke Investment, Huang Hongyun, 399,770,000.00 2014/1/8 2016/1/8 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 299,720,000.00 2014/1/17 2016/1/17 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 299,770,000.00 2014/1/13 2016/1/13 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 500,000,000.00 2014/5/15 2016/5/15 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 450,000,000.00 2014/4/29 2016/4/29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 167,880,000.00 2014/4/22 2016/4/22 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 82,120,000.00 2014/4/3 2016/4/3 No
Tao Hongxia
Jinke Investment 400,000,000.00 2014/4/21 2016/4/20 No
Jinke Investment, Huang Hongyun, 252,800,000.00 2014/8/8 2016/8/7 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 147,600,000.00 2014/8/22 2016/8/21 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 300,000,000.00 2014/7/28 2016/7/27 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 70,700,000.00 2014/9/5 2016/6/4 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 31,700,000.00 2014/8/28 2016/5/27 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 105,000,000.00 2014/8/29 2016/2/28 No
Tao Hongxia

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FINANCIAL INFORMATION OF JINKE PROPERTY

Guarantee Guarantee Whether the
Guaranteed Commencement guarantee has
Guarantor amount date Maturity date been fulfilled
Jinke Investment, Huang Hongyun, 111,300,000.00 2014/8/29 2016/2/28 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 200,000,000.00 2014/7/28 2016/7/27 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 114,000,000.00 2014/9/19 2016/9/18 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 197,600,000.00 2014/10/17 2016/7/16 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 176,800,000.00 2014/9/26 2016/3/25 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 200,000,000.00 2014/10/13 2016/7/12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 80,000,000.00 2014/10/13 2016/10/12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 228,200,000.00 2014/5/29 2016/2/29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 277,500,000.00 2014/6/20 2016/2/29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 100,000,000.00 2014/7/10 2016/2/29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 400,000,000.00 2014/7/18 2016/7/17 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 319,200,000.00 2014/7/17 2016/2/29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 283,700,000.00 2014/7/24 2016/2/29 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 135,600,000.00 2014/8/25 2016/7/17 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 126,500,000.00 2014/8/28 2016/7/17 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 159,400,000.00 2014/9/17 2016/7/17 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 100,000,000.00 2014/5/27 2016/5/27 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 8,000,000.00 2014/7/21 2016/5/27 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 300,000,000.00 2015/3/25 2017/3/25 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 92,000,000.00 2015/5/7 2017/5/7 No
Tao Hongxia

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FINANCIAL INFORMATION OF JINKE PROPERTY

Guarantee Guarantee Whether the
Guaranteed Commencement guarantee has
Guarantor amount date Maturity date been fulfilled
Jinke Investment, Huang Hongyun, 100,000,000.00 2015/4/30 2017/4/30 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 250,000,000.00 2015/3/13 2017/3/13 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 300,000,000.00 2015/3/18 2017/3/18 No
Tao Hongxia
Jinke Investment 54,000,000.00 2015/6/12 2016/10/20 No
Jinke Investment, Huang Hongyun, 197,000,000.00 2014/7/16 2016/7/15 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 163,300,000.00 2014/7/25 2016/7/24 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 199,500,000.00 2014/8/6 2016/8/5 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 171,500,000.00 2014/8/13 2016/8/12 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 400,000,000.00 2014/8/14 2016/8/13 No
Tao Hongxia
Jinke Investment, Huang Hongyun, 400,000,000.00 2015/2/13 2017/2/12 No
Tao Hongxia
Huang Hongyun 400,000,000.00 2014/7/18 2016/7/18 No
Jinke Investment, Huang Hongyun, 150,000,000.00 2015/5/29 2016/5/28 No
Tao Hongxia
Jinke Investment 70,000,000.00 2015/2/10 2016/2/9 No
Huang Hongyun 10,000,000.00 2015/4/17 2016/4/16 No
Jinke Investment, Huang Hongyun, 50,000,000.00 2015/5/29 2016/5/28 No
Tao Hongxia
Huang Hongyun 90,000,000.00 2015/4/17 2017/4/16 No
Jinke Investment 130,000,000.00 2015/2/10 2016/2/9 No
Huang Hongyun 20,000,000.00 2015/4/17 2016/4/16 No
Jinke Investment, Huang Hongyun, 100,000,000.00 2015/5/29 2016/5/28 No
Tao Hongxia
Huang Hongyun 180,000,000.00 2015/4/17 2017/4/16 No

[Note] In the meantime, the Company’s controlling shareholder Jinke Investment pledged its 50 million tradable shares of the Company with sale limitations.

  • (2) In the current period, the Company’s controlling shareholder Jinke Investment and effective controllers Huang Hongyun and Tao Hongxia provided guarantee for the Company’s financing. The two companies, according to market practice and the extent of risk of several or joint provision of guarantee, negotiated that the guarantee fee should be paid at a guarantee fee rate

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FINANCIAL INFORMATION OF JINKE PROPERTY

not more than 1%. In the current period, the Company settled and paid a financing guarantee fee of RMB25 million to Jinke Investment and Huang Hongyun and his wife Tao Hongxia on a cumulative basis.

4. Call loans with connected parties

  • (1) According to the Financing Leasing Contract signed between the subsidiary Qingke Trading and Chongqing Yinhai Finance Leasing Co., Ltd. (hereinafter referred to as Yinhai Leasing) on 3 April 2013, Qingke Trading borrowed RMB200 million from Yinhai Finance Leasing through financing, with a contract period of two years and the annual comprehensive capital cost of 9.90%. The capital occupation fee of RMB3,561,300 payable to Yinhai Leasing as settled in the current period has been paid actually. As at 31 December 2015, Qingke Trading had cumulatively repaid the call loan principal of RMB200 million, which, together with the capital occupation fee, had been settled.

According to the Entrusted Loan Contract of Bank of Chongqing signed by the Company, Yinhai Leasing and the Business Department of Bank of Chongqing Co., Ltd. (hereinafter referred to as Business Department of Bank of Chongqing), Yinhai Finance Leasing provided the Company with an entrusted loan of RMB150 million through the Business Department of Bank of Chongqing, with a contract period of 18 months and the annual comprehensive capital cost of 9.95%. The interest of RMB6,089,500 for the entrusted loan payable to Yinhai Leasing as settled in the current period has been paid actually. As at 31 December 2015, the Company had repaid the entrusted loan principal of RMB150 million, which, together with the interest, had been settled.

  • (2) According to the Cooperative Development Agreement signed between the subsidiary Chengdu Jinke Real Estate Development Co., Ltd. and USUM Investment Group, USUM Investment Group provided, as per the shareholding percentage, RMB105 million shareholders’ loan to Neijiang Jinke Hongjun Real Estate Development Co., Ltd. (hereinafter referred to as Neijiang Hongjun), by charging capital occupation fee at an annual interest rate of 12%. As at 31 December 2015, Neijiang Hongjun should pay a total capital occupation fee of RMB25,708,000 to USUM Investment Group.

5. Asset transfer with connected parties

Upon deliberation and approval by the 10th meeting of the 9th Board of Directors held on 14 November 2014, Wuxi Jinke Jiarun Real Estate Development Co., Ltd. (hereinafter referred to as Wuxi Jiarun), the wholly-owned subsidiary of the Company, was approved to transfer its 47.62% equity in Chongqing Zhanhe Agriculture Development Co., Ltd. (hereinafter referred to as Zhanhe Agriculture) to Chongqing Zhongke Holding Co., Ltd. (hereinafter referred to as Zhongke Holding), a connected party of the Company. After completion of the equity transfer, Wuxi Jiarun would no longer hold any equity in Zhanhe Agriculture. Wuxi Jiarun received all the payment for the equity transfer made by the transferee Zhongke Holding in January 2015, and Zhanhe Agriculture completed relevant equity transfer formalities with the industrial and commercial administration on 5 February 2015.

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APPENDIX II

  • (III) Receivables from and payables to the connected parties

1. Receivables from the connected parties

Item name
Connected party
Accounts receivable
Jinke Investment
China Sciences Group
USUM Investment
Group [note 1]
Wujiang Jinke Yangzi
Ke Yi Micro-Credit
Jinke Financial
Factoring
Jinke Commercial
Factoring
Subtotal
Other receivables
Jinke Investment
[note 2]
Wujiang Jinke Yangzi
Subtotal
Amount at the end of the
period
Book balance
Provision for
bad debts
8,710.00
87.10
189,339.20
1,893.39
94,662.38
4,733.12
5,996,813.35
1,297,015.55
2,772.00
27.72
1,386.00
13.86
1,386.00
13.86
6,295,068.93
1,303,784.60
30,502.90
305.03
64,777,804.88
18,041,948.29
64,808,307.78
18,042,253.32
Amount at the beginning of
the period
Book balance
Provision for
bad debts
3,249.00
32.49
158,927.90
1,589.28
94,662.38
946.62
5,542,025.35
147,297.93






5,798,864.63
149,866.32


64,782,542.26
3,233,742.54
64,782,542.26
3,233,742.54
Amount at the beginning of
the period
Book balance
Provision for
bad debts
3,249.00
32.49
158,927.90
1,589.28
94,662.38
946.62
5,542,025.35
147,297.93






5,798,864.63
149,866.32


64,782,542.26
3,233,742.54
64,782,542.26
3,233,742.54
3,233,742.54

[Note 1] Refer to Note [V] (I). 9 to the Financial Statements for details.

[Note 2] It is the air ticket agent service carried out by Chongqing Kangcheng Air Ticket Agent Co., Ltd., the Company’s subsidiary; according to the ticket agent industry practice, the agent’s advances for air tickets unsettled with Chongqing Jinke Investment Holding (Group) Co., Ltd. in the reporting period had been fully taken back as at the date of this report.

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APPENDIX II

  1. Payables to the connected parties
Amount at the
Amount at the end beginning of the
Item name Connected party of the period period
Accounts payable Shenlong Construction 19,359.70 1,306.67
China Sciences Group 29,342,725.31 36,145,907.62
Jianglong Construction 17,960,629.58 18,642,496.87
Zhanhe Agriculture 161,736.63 161,736.63
Subtotal 47,484,451.22 54,951,447.79
Advance receipts China Sciences Group 1,335,455.00 1,335,455.00
Subtotal 1,335,455.00 1,335,455.00
Other payables China Sciences Group 324,694.00 324,694.00
USUM Investment Group
[note] 130,498,000.00 117,898,000.00
Subtotal 130,822,694.00 118,222,694.00

[Note] Refer to Note [V] (I). 9 to the Financial Statements for details.

XI. Share payment

  • (I) Overall information of share payment

  • Details

  • Total amount of the Company’s equity instruments granted in the current period

191,440,000.00

  • Total amount of the Company’s equity instruments exercised in the current period

  • Total amount of the Company’s equity instruments invalidated in the current period

  • Scope of exercise price of the Company’s stock options outstanding at the end of the period and remaining contract period

  • Scope of exercise price of the Company’s other equity instruments outstanding at the end of the period and remaining contract period

The price of restricted shares granted by the Company is RMB3.23 per share; After a year from the grant date, the interests and rights will be unlocked annually at the percentage of 25%: 25%: 25%: 25% respectively during the unlocking period.

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APPENDIX II

2 Other descriptions

According to the Restricted Share Incentive Plan (Draft) of Jinke Property Group Co., Ltd. deliberated and approved at the 24th meeting of the 9th Board of Directors of the Company and the 8th extraordinary general meeting 2015, the Company planned to issue to incentive targets the Company’s common shares (A share) issued toward particular investors. At the 26th meeting of the 9th Board of Directors held on 9 December 2015, the Company deliberated and approved the Proposal of Jinke Property Group Co., Ltd. Concerning Issue of Restricted Shares to Incentive Targets and decided to take 9 December 2015 as the grant date on which 196.44 million restricted shares would be issued to 157 incentive targets at a price of 3.23 per share, with 10.34 million shares reserved. As for personal reasons some equity incentive targets waived the right to participate in the equity incentive plan or the restricted shares to be issued were reduced, the total number of restricted shares subject to first grant in the Company’s equity incentive plan were 191.44 million, with each having a par value of RMB1 and issued at a price of RMB3.23, increasing the paid-up capital of RMB191,440,000.00 and forming capital reserve of RMB426,911,200.00. The share capital change has been verified by Pan-China Certified Public Accountants (special general partnership), which issued the Capital Verification Report (Tian Jian Yan [2015] No.8-125) on 17 December 2015. In the meanwhile, the Company carries out accounting for the equity incentive plan regarding the granted restricted shares according to relevant provisions of the Interpretation No.7 on the Accounting Standards for Business Enterprises .

  • (1) Validity period and lock-up period and exercise arrangement or unlocking arrangement of the incentive plan are as follows:

  • 1) Restricted shares will be locked up immediately after being granted. All restricted shares granted to the incentive targets are subject to different lock-up periods, which should be calculated as from the grant date. During the lock-up period, the restricted shares held by the incentive targets should not be transferred or used for debt repayment. The validity period of the plan should not exceed six years as calculated as from the grant date of the

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restricted shares subject to first grant. The unlocking arrangement for the restricted shares subject to first grant is given in the following table:

Percentage of
unlockable
shares in the
restricted
Arrangement Unlocking time shares
First unlocking From the first transaction date after 12 months from the 25%
first grant date to
the last transaction date within 24 months from the first
grant date
Second unlocking From the first transaction date after 24 months from the 25%
first grant date to
the last transaction date within 36 months from the first
grant date
Third unlocking From the first transaction after 36 months from the first 25%
grant date to
the last transaction date within 48 months from the first
grant date
Fourth unlocking From the first transaction after 48 months from the first 25%
grant date to
the last transaction date within 60 months from the first
grant date
  • 2) Unlocking conditions for restricted shares: The assessment years for the Company to unlock the first grant part in the incentive plan include four fiscal years, i.e. 2015-2018, and the assessment will be carried out once every fiscal year, and the performance assessment target for each year is given in the following table:

Unlock Performance

First unlocking period During the lock-up period, the net profit attributable to shareholders of the listed company and the net profit less non-recurring gains/losses attributable to shareholders of the listed company should neither be negative nor be lower than the average for the recent three fiscal years prior to the grant date; as compared with 2014, the growth rate of net profit should not be lower than 33% in 2015;

Second unlocking period As compared with 2014, the growth rate of net profit should not be lower than 48% in 2016; Third unlocking period As compared with 2014, the growth rate of net profit should not be lower than 63% in 2017; Fourth unlocking period As compared with 2014, the growth rate of net profit should not be lower than 78% in 2018;

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  • 3) Requirements for personal performance assessment

Incentive targets sign the Restricted Share Agreement with the Company. The Company will assess the incentive targets in light of post nature and its administrative measures for overall budget and performance assessment. The amount of an incentive target’s equity actually unlockable in the current year is related to his/her personal performance assessment of the preceding year, and the specific percentage is determined according to the incentive target’s personal assessment result. Excellent or good result in the annual personal assessment corresponds to the personal unlocking percentage of 100%; qualified result in the annual personal assessment corresponds to the personal unlocking percentage of 80%; unqualified result in the annual personal assessment corresponds to the personal unlocking percentage of 0.

(2) Cost of equity incentive plan

If the fair value of the equity instrument granted to incentive targets on the grant date is the value (i.e. RMB2.26/share) of equity instrument that does not take into account restrictive factors on that day minus the cost brought by restrictive factors (i.e. the cost of warrant investment made by incentive targets to lock the reasonable expected earnings in the future), the total fair value of equity instrument granted by the Company to incentive targets on the grant date is RMB117,873,600, which will be confirmed in installments as the total cost of the current equity incentive plan during the implementation thereof. After 12 months from the grant date of the current incentive plan, incentive targets will unlock the rights and interests granted in the plan in the next 48 months, at the percentage of 25%, 25%, 25% and 25%, respectively, and calculate the amortization expenses for each period. See the following table for details:

In 2015 In 2016 In 2017 In 2018 In 2019 Total
525.07 8,116.47 2,309.17 710.65 126.00 11,787.36

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APPENDIX II

(II) Equity-settled share-based payment

  • The method of determining the fair value of equity instrument on the grant date

RMB2.26 (closing price RMB5.49 - grant price RMB3.23 on the grant date), which is the value of equity instrument on the grant date, minus the cost brought by restrictive factors

  • Basis for determining the quantity of exercisable equity instruments

The performance conditions and the result of performance evaluation of incentive targets during every unlocking period

Reasons for significant difference between the current estimate and previous estimate

None

  • Accumulated amount of equity-settled share-based payment included in the capital reserve

5,250,679.69

  • Total amount of equity-settled share-based payment recognized in the current period

5,250,679.69

XII. Commitments and contingencies

(I) Important commitments

As at 31 December 2015, the expenditure of agreed capital projects for which the Company has signed relevant contracts (mainly contracts on purchase and construction of long-term assets and land contracts) but did not make the payment totalled RMB3,119.4509 million, which will be paid in several years when the other parties fulfill their responsibilities and obligations stipulated in the contracts. Details are as follows:

In RMB’0,000
Item Contract amount Amount paid Amount unpaid
Contract on purchase and construction of
long-term assets 136,000.00 31,711.75 104,288.25
Land contract 501,988.40 294,331.56 207,656.84
Total 637,988.40 326,043.31 311,945.09

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APPENDIX II

(II) Contingencies

It is a common practice for the Company and its subsidiaries to provide mortgage-backed guarantee for purchasers of commodity housing. Such guarantee is periodic and the guarantee period starts from the date of entry into force of the guarantee contract to the date when the purchaser of commodity housing obtains the Property Ownership Certificate , completes mortgage registration formalities and gives the Property Ownership Certificate to the bank. As at 31 December 2015, the periodic guarantee amount of the Company and its subsidiaries tallied RMB7,885,664,600, and the amount paid for bearing the periodic joint-and-several guarantee liability reached RMB32,099,000. The Company and its subsidiaries has assessed the impact of relevant guarantee risks on the financial statements, has taken active measures to pursue recovery, and has made corresponding provision for bad debts in the reporting period.

XIII.Events subsequent to balance sheet date

(I) Important non-adjusting events

Effects on
financial Reason for
position and impossibility
operating to estimate the
Item Content results effects
New The subsidiary Jinke Industrial Investment Not applicable Not applicable
establishment Development Company Limited funded
Chongqing Jinke Kejian Real Estate Co., Ltd.,
with an investment of RMB90 million. The
registered capital of the company was
RMB100 million, so Jinke Industrial
Investment Development Company Limited
has 90% stake in the company. The company
obtained the business license (with Unified
Social Credibility Code:
91500000MA5U4NKPX8) on 22 February
2016.
The subsidiary Chengdu Jianglong Investment Not applicable Not applicable
Co., Ltd. funded Chengdu Hongteng Century
Business Management Co., Ltd., with an
investment of RMB1 million. The registered
capital of the company was RMB1 million, so
Chengdu Jianglong Investment Co., Ltd. has
100% stake in the company. The company
obtained the business license (Unified Social
Credibility Code: 91510100MA61TU2Q46) on
16 March 2016.

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APPENDIX II

Influence Reason of
number of inability to
financial position estimate the
and operating influence
Item Content results number
Acquisition According to the equity transfer agreement Not applicable Not applicable
under the signed between Wuxi Jinke Real Estate
same control Development Co., Ltd. and Jiangsu Sunshine
Group Co., Ltd. on 25 January 2016, Jiangsu
Sunshine Group Co., Ltd. transferred its 90%
equity in Jurong Yifeng Real Estate
Development Co., Ltd. to Wuxi Jinke at the
consideration of RMB18 million. Jurong
Yifeng Real Estate Development Co., Ltd. has
completed the equity transfer and other related
business changes on 27 January 2016.
According to the cooperation agreement signed Not applicable Not applicable
between the subsidiary Jinke Property Services
Group Limited and natural person Huang
Shuqu and Huang Yingying in January 2016,
Huang Shuqu and Huang Yingying transferred
their 100% equity in Chongqing Shunsheng
Chengxun Property Management Co., Ltd. to
Jinke Property for free. Chongqing Shunsheng
Chengxun Property Management Co., Ltd. has
completed the equity transfer and other related
business changes on 5 January 2016.
Land acquisition According to the Sales Confirmation, in Not applicable Not applicable
January 2016, the subsidiary Wujiaqu Jinke
Real Estate Development Co., Ltd. won the
right to use the land (No. LSGP2015-070)
with a total area of about 136,677.43 m2 in
the Corps Public Resources Trading Center
No. 6 Sub-center, at the price of
RMB22,141,700.
According to the Sales Confirmation, in Not applicable Not applicable
January 2016, the subsidiary Wujiaqu Jinke
Real Estate Development Co., Ltd. won the
right to use the land (No. LSGP2015-071)
with a total area of about 59,001.29 m2 in the
Corps Public Resources Trading Center No. 6
Sub-center, at the price of RMB21,575,000.

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APPENDIX II

Influence Reason of
number of inability to
financial position estimate the
and operating influence
Item Content results number
According to the Sales Confirmation, in Not applicable Not applicable
January 2016, the subsidiary Wujiaqu Jinke
Real Estate Development Co., Ltd. won the
right to use the land (No. LSGP2015-072)
with a total area of about 79,074.87 m2 in the
Corps Public Resources Trading Center No. 6
Sub-center, at the price of RMB29,540,000.
According to the Sales Confirmation, in Not applicable Not applicable
February 2016, the subsidiary Zhengzhou
Xinyinke Real Estate Co., Ltd. won the right
to use the land “Zheng Zheng Chu [2015] No.
128” of the Land and Resources Bureau of
Zhengzhou City at the price of RMB72.72
million.
According to the Sales Confirmation, in Not applicable Not applicable
February 2016, the subsidiary Zhengzhou
Xinyinke Real Estate Co., Ltd. won the right
to use the land “Zheng Zheng Chu [2015] No.
129” of the Land and Resources Bureau of
Zhengzhou City at the price of RMB111.8
million.
According to the Sales Confirmation, in Not applicable Not applicable
February 2016, the subsidiary Zhengzhou
Xinyinke Real Estate Co., Ltd. won the right
to use the land “Zheng Zheng Chu [2015] No.
130” of the Land and Resources Bureau of
Zhengzhou City at the price of RMB98.58
million.
According to the Sales Confirmation (Yu Di Not applicable Not applicable
Jiao Yi Chu [2016] No. 11), in February 2016,
the subsidiary Chongqing Jinke Kejian Real
Estate Co., Ltd. won the right to use the land
(No. E3-1/01, E3-2/01, E4-1/01, E5-1/01,
E6-1/01, E7-1/01, E8-1/01 and E10-1/01) with
a total area of about 272,600.00 m2 in
Standard District E, Shuitu Group, Liangjiang
New Area, at the price of RMB346.06 million.

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APPENDIX II

Item

Content

Influence Reason of number of inability to financial position estimate the and operating influence results number

Important Refer to Notes XIV (II).7, XIV (II).8, XIV Not applicable Not applicable financing (II).9, XIV (II).11 to the Financial Statements for details

(II) Profit distribution after the balance sheet date

Profits or dividends to be Based on the share capital recorded on 31 December 2015, the distributed and capital reserve Company plans to distribute RMB0.5 of cash dividends for converted into capital every 10 shares to each shareholder with undistributed profits

Profits or dividends declared upon approval

None

XIV. Other important issues

  • (I) Information about segments

  • Determination basis and accounting policies of reporting segment

The Company determines business segments based on the internal organizational structure, management requirements, and internal reporting system. The business segments of the Company refer to the constituent parts meeting the following conditions at the same time:

  • (1) They can generate revenues and incur expenses in the daily activities;

  • (2) The management can regularly evaluate their operating results to determine their allocation of resources and assess their performances;

  • (3) Their financial position, operating results, cash flow and other relevant accounting information can be obtained through analysis. The Company determines the reporting segment based on the industrial segment, and distributes the commonly used assets and liabilities among segments according to their scale.

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FINANCIAL INFORMATION OF JINKE PROPERTY

2. Financial information of reporting segment

Industrial segment

Unit: RMB’0,000

Item
Revenue from main
businesses
Cost of main businesses
Total assets
Total liabilities
Item
Revenue from main
businesses
Cost of main businesses
Total assets
Total liabilities
Sales of real
estate
1,803,395.94
1,309,753.60
19,394,786.91
15,908,434.44
Decorative
design
8,380.71
5,782.21
454,650.59
439,998.76
Property
management
Hotel
operation
58,893.50
20,197.30
45,204.58
6,302.38
247,971.12
126,626.21
225,430.76
111,451.48
Sales of
materials
Wind power
investment and
development
135,524.08
12,196.84
128,968.13
4,450.96
1,143,942.96
315,817.85
1,104,378.68
128,916.81
Hotel
operation
20,197.30
6,302.38
126,626.21
Landscaping
engineering
42,946.24
37,570.53
261,005.94
245,809.75
Inter-segment
elimination
-180,596.23
-171,195.57
-12,825,689.48
-10,574,331.77
Doors &
windows
engineering
16,192.72
15,970.70
436,167.57
431,380.56
Total
1,917,131.10
1,382,807.52
9,555,279.67
111,451.48
128,916.81 8,021,469.47

(II) Other important transactions and events that have an impact on investor’s decision-making

1. Pledge of shareholders’ equity

As at 31 December 2015, the pledge and freezing of the Company’s shares are as follows:

Number of Freezing Freezing
Name of shareholder **shares frozen ** Name of pledgee type time
Chongqing Jinke Investment 100,000,000.00 Industrial and Pledge 2015-04-28
Holding (Group) Co., Ltd. Commercial Bank of
China Limited,
Chongqing Yubei
Sub-branch
75,000,000.00 Guosen Securities Co., Pledge 2015-04-28
Ltd.

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FINANCIAL INFORMATION OF JINKE PROPERTY

Number of Freezing Freezing
Name of shareholder **shares frozen ** Name of pledgee type time
54,777,620.00 Dongxing Securities Co., Pledge 2015-04-28
Ltd.
50,000,000.00 Industrial and Pledge 2013-09-26
Commercial Bank of
China Limited,
Chongqing Yubei
Sub-branch
40,486,753.00 Guosen Securities Co., Pledge 2015-04-28
Ltd.
35,200,000.00 Guosen Securities Co., Pledge 2015-04-28
Ltd.
30,000,000.00 Guosen Securities Co., Pledge 2015-04-28
Ltd.
27,388,810.00 Dongxing Securities Co., Pledge 2014-08-04
Ltd.
8,000,000.00 Guosen Securities Co., Pledge 2014-12-01
Ltd.
2,800,000.00 Guosen Securities Co., Pledge 2014-11-06
Ltd.
Fu Xiaowen 2,280,000.00 Guosen Securities Co., Pledge 2015-04-28
Ltd.
Nie Ming 720,000.00 Guosen Securities Co., Pledge 2015-04-28
Ltd.
Chen Hong 660,000.00 Guosen Securities Co., Pledge 2015-04-28
Ltd.
Fu Xiaowen 620,000.00 Guosen Securities Co., Pledge 2015-09-18
Ltd.
Nie Ming 540,000.00 Guosen Securities Co., Pledge 2015-09-15
Ltd.
Nie Ming 360,000.00 Guosen Securities Co., Pledge 2015-04-20
Ltd.

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FINANCIAL INFORMATION OF JINKE PROPERTY

Name of shareholder
Chen Hong
Chen Hong
Other non-connected natural
persons
Total
Number of
shares frozen Name of pledgee
Freezing
type
Freezing
time
330,000.00 Guosen Securities Co.,
Ltd.
Pledge
2014-12-16
285,598.00 Guosen Securities Co.,
Ltd.
Pledge
2015-12-22
4,910,173.00
434,358,954.00
  1. According to the Proposal for Construction Project Site (Xuan Zi Di No. 650000201100612) issued by the Department of Housing & Urban-Rural Development of Xinjiang Uygur Autonomous Region in 2011, for the construction of the sixth Wind Farm (200 MW) project in Yandun, Hami, the subsidiary Xinjiang Huaran is approved to permanently acquire land of 349,153 m[2] . The said land is a state-owned land unused. On 29 September 2014, Xinjiang Huaran obtained the Temporary Land Use Permit from the Department of Land and Resources of Xinjiang Uygur Autonomous Region, which should be valid from 26 September 2014 to 25 September 2015. According to the Reply Concerning the Extension of Temporary Land Use Term of Xinjiang Huaran Oriental New Energy Co., Ltd. (Ha Shi Guo Tu Lin Fa [2015] No.66) issued by the Bureau of Land and Resources of Hami on 21 October 2015, the temporary land use term is extended by 1 year to 25 September 2016. As at 31 December 2015, the application for the certificate of title of the aforesaid land was underway.

  2. According to the Letter of Xinjiang Electric Power Regulatory Office of the State Electricity Regulatory Commission on the Application for Electric Power Business License by Xinjiang Huaran Oriental New Energy Co., Ltd. (Xin Dian Jian Zi Han [2013] No. 158), relevant information provided by the subsidiary Xinjiang Huaran about No. A1-A100 generators (installed capacity of 100*2MW) in the Wind Farm (200 MW) project in Yandun, Hami has passed the preliminary examination.

  3. The on-grid tariff of the subsidiary Xinjiang Huaran’s Wind Farm (200 MW) project in Yandun, Hami is RMB0.58/kWh (tax included), specifically including the RMB0.25/kWh (tax included) purchase price, which is the local benchmark tariff for on-grid power generated by coal-fired generators using desulphurization approved or confirmed by competent price department of the government, and the RMB0.33/kWh (tax included) on-grid tariff of renewable energy power price surcharges. According to the Notice of the Ministry of Finance, National Development and Reform Commission, and National Energy Administration on Issuing the (Cai Jian [2012] No. 102), the state provides subsidies for on-grid electricity from renewable energy electricity generation projects in accordance with factors like on-grid tariff of renewable energy projects and benchmark tariff for coal-fired generators using desulphurization. The provincial grid enterprises

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FINANCIAL INFORMATION OF JINKE PROPERTY

and local independent grid enterprises should, in accordance with the grid-connected electricity generation projects and grid-connected projects included in the Catalogue of Additional Subsidies for Renewable Electricity Prices within the grid coverage at the corresponding level, file an application for subsidies and make a report to the Ministry of Finance, National Development and Reform Commission and National Energy Administration upon approval of local provincial finance, price and energy competent departments. As at 31 December 2015, Xinjiang Huaran was applying for access to the Catalogue of Additional Subsidies for Renewable Electricity Prices.

  1. In July 2015, the Company’s wholly-owned subsidiary Kumul Huaran Oriental Jingxia Wind Power Generation Co., Ltd. (hereinafter referred to as Huaran Oriental) received the Reply of Xinjiang Uygur Autonomous Region Development and Reform Commission Concerning the Approval of 700,000 kw Wind Power and 50,000 kw PV Projects in Jingxia District, Southeast of Hami Wind Power Base Phase II (Xin Fa Gai Neng Yuan [2015] No. 1301) forwarded by Xinjiang Uygur Autonomous Region Development and Reform Commission, which approved the 700,000 kw wind power and 50,000 kw PV projects in Jingxia District, southeast of Hami Wind Power Base Phase II. According to the Reply, among the five projects approved, the wind farm in District C, Jingxia is funded by the Company’s wholly-owned subsidiary Huaran Oriental, with a total installed capacity of 200,000 kw and total investment of RMB1,564.82 million.

  2. In July 2015, the Company’s wholly-owned subsidiary Jinke New Energy Co., Ltd. (hereinafter referred to as Jinke New Energy) received the Energy Conservation Registration Opinions (Ri Fa Gai Neng Shen Bei [2015] No. 33) from Rizhao Municipal Development and Reform Commission, which approved the registration and filing of the 20,000 kw photovoltaic power generation project in Zhongzhi, Wulian, Shandong declared by Jinke New Energy. According to the filing, this project is a photovoltaic power station situated in Yaoyuzi Village, Zhongzhi Town, Wulian County, Shandong, with a total installed capacity of 20,000 kw and total investment of RMB153.39 million.

  3. According to the proposal of Advance Scheme on 2015 Non-public Issuance of Stocks of the Company deliberated and approved at the 21th meeting of the 9th Board of Directors of the Company on 20 August 2015 and the 6th extraordinary general meeting 2015 held on 8 September 2015, the Company planned to issue no more than 773,195,876 shares (inclusive) in non-public mode to raise a maximum of RMB4.5 billion funds. On 4 February 2016, the Company held the 28th meeting of the 9th Board of Directors, which deliberated and approved the Proposal on Adjusting the Scheme on the Non-public Issuance of Stocks of Jinke Property Group Co., Ltd. , and the Proposal on Adjusting the Advance Scheme on 2015 Non-public Issuance of Stocks of Jinke Property Group Co., Ltd., and amended the Advance Scheme on 2015 Non-public Issuance of Stocks. After the amendment, the number of shares issued in a non-public mode of the Company should not exceed 1,222,826,086 (inclusive), and the fund raised should be less than RMB4.5 billion. The above proposals were deliberated and approved by the Company at the 2nd extraordinary general meeting 2016 held on 22 February 2016. The current non-public issuance has been accepted by China Securities Regulatory Commission, which also provided feedback, and the Company and relevant intermediaries have also responded to the feedback. As at the date of this report, matters relating to the current non-public issuance of stocks were underway and were still subject to the approval by China Securities Regulatory Commission.

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  1. Upon approval at the 27th meeting of the 9th Board of Directors of the Company on 4 January 2016, the Company planned to issue non-public corporate bonds worth less than RMB10 billion (inclusive). With term of less than 7 years (inclusive), the bonds can be a single-term variety or mixed varieties with different terms. The specific bond interest rates and ways to determine them will be proposed to the general meeting, which will authorize the Board of Directors to make the decision after negotiating with the lead underwriter according to the market inquiry. The proceeds from the current issuance of bonds minus the issue expenses will be used to adjust the corporate debt structure, add liquidity, and fund the project construction and potential merger & acquisition projects in the future. The above proposal was deliberated and approved by the Company on the 1st extraordinary general meeting 2016 held on 20 January 2016. As at the date of this report, matters relating to the current non-public issuance of stocks were still underway.

  2. On 13 October 2015, the Company received the Notice of Accepting Registration (Zhong Shi Xie Zhu [2015] MTN517) from the National Association of Financial Market Institutional Investors (hereinafter referred to as Association of Institutional Investors), which agreed to accept the Company’s registration of medium-term notes with registered amount of RMB3.2 billion, which would be valid for 2 years from the date of issue of notice. The Company may issue medium-term notes in tranches in the validity period of registration. On 20 November 2015, the Company issued the first tranche of medium-term notes worth RMB2.1 billion, with a term of 3 years (from 24 November 2015 to 24 November 2018) and a coupon rate of 5.5%. On 21 March 2016, the Company issued the second tranche of medium-term notes worth RMB1.1 billion, with a term of 3 years (from 22 March 2016 to 22 March 2019) and a coupon rate of 5.3%.

  3. Upon approval by the China Securities Regulatory Commission in Document Zheng Jian Xu Ke [2015] No. 1838, the Company issued non-public corporate bonds with face value of not more than RMB3.8 billion in two tranches. On 28 August 2015, the Company completed the issuance of the first tranche worth RMB2 billion, and the name of the bond was 2015 Corporate Bond of Jinke Property Group Co., Ltd. (First Tranche). With option of adjusting coupon rate for issuer and sell-back options for investors, the current bonds are fixed-rate bonds with a term of 5 years and a coupon rate of 6.40%, which will remain unchanged within the duration of the bond; for coupon rate of bonds, simple interest (instead of compound interest) is calculated on a yearly basis, and the overdue parts bear no interest. The coupon rate of the current bonds will remain unchanged in the first 3 years within the duration, and the issuer may choose to raise the coupon rate at the end of the third year within the duration. The annual coupon rate of the bond is the annual coupon rate in the first 3 years within the duration plus the basis points raised, which will remain unchanged in the last 2 years within the duration. After the issuer announces to adjust the coupon rate, the investors have the right to sell, at par value, the bonds held by them in whole or in part back to the issuer on the third interest payment date of the current bonds. As at the date of this report, the remaining matters relating to the public issuance of bonds were still underway.

  4. Upon approval by Shenzhen Stock Exchange in Document Shen Zheng Han [2015] No. 354, Shenzhen Stock Exchange has no objection to the Company’s application for confirming that its 2015 non-public issuance of corporate bonds of Jinke Property Group Co., Ltd. worth no more than RMB3.8 billion is in line with the transfer conditions of the Shenzhen Stock Exchange. The current bonds will be issued in tranches within 12 months from the date of issuance of the no objection letter. On 16 December 2015, the Company completed the issuance of 2015 first

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FINANCIAL INFORMATION OF JINKE PROPERTY

tranche non-public corporate bonds worth RMB1.25 billion, and the name of the bond was 2015 Non-public Corporate Bond of Jinke Property Group Co., Ltd. (First Tranche). The bonds have a three-year term and a coupon rate of 6.8% (simple interest) calculated on a yearly basis, with option of adjusting coupon rate in the second interest-bearing year for issuer and sell-back options for investors. The second tranche worth RMB2.55 billion has two varieties: the first variety worth RMB1.25 billion, with a term of 3 years and a coupon rate of 6.80%; and the second variety worth RMB1.3 billion, with a term of 3 years and a coupon rate of 6.0%. On 17 March 2016, the Company fully completed the payment for subscription.

XV. Notes to major items in the financial statements of the parent company

  • (I) Notes to items in the balance sheet of the parent company

  • Accounts receivable

  • (1) Details

  • 1) Classified details

**Amount at ** **Amount at ** **the end of the ** period
**Book ** balance **Provision for ** bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and for
which provision for bad debts is
withdrawn individually
Receivables for which provision is
withdrawn for bad debts in
portfolio by credit risks 13,859,030.99 100.00 188,524.45 1.36 13,670,506.54
Receivables whose amount is
insignificant individually but for
which provision for bad debts is
withdrawn individually
Total 13,859,030.99 100.00 188,524.45 1.36 13,670,506.54

— 318 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Classification
Receivables whose amount is
significant individually and for
which provision for bad debts is
withdrawn individually
Receivables for which provision is
withdrawn for bad debts in
portfolio by credit risks
Receivables whose amount is
insignificant individually but for
which provision for bad debts is
withdrawn individually
Total
Amount at the beginning of the period
Book balance
Provision for bad debts
Amount
Percentage
(%)
Amount
Provision
withdrawal
percentage
(%)




13,406,522.73
100.00
180,222.00
1.34




13,406,522.73
100.00
180,222.00
1.34
Book value

13,226,300.73
13,226,300.73
  • 2) Accounts receivable for which provision is withdrawn for bad debts as per age analysis method in portfolio
Age
Within 1 year
1-2 years
Over 5 years
Subtotal
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage
(%)
13,741,723.80
137,417.24
1.00
69,684.19
3,484.21
5.00
47,623.00
47,623.00
100.00
13,859,030.99
188,524.45
1.36
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage
(%)
13,741,723.80
137,417.24
1.00
69,684.19
3,484.21
5.00
47,623.00
47,623.00
100.00
13,859,030.99
188,524.45
1.36
1.36
  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

The amount withdrawn for bad debts in the current period is RMB8,302.45.

— 319 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (3) Top five entities in amount of accounts receivable
Entity name
Customer 1
Customer 2
Customer 3
Customer 4
Customer 5
Subtotal
Book balance
Percentage in
balance of
accounts
receivable
(%)
Provision for
bad debts
13,714,565.41
98.96
137,145.65
44,643.65
0.32
2,232.18
40,238.00
0.29
40,238.00
14,569.94
0.11
728.50
10,470.60
0.08
523.53
13,824,487.60
99.76
180,867.86
Book balance
Percentage in
balance of
accounts
receivable
(%)
Provision for
bad debts
13,714,565.41
98.96
137,145.65
44,643.65
0.32
2,232.18
40,238.00
0.29
40,238.00
14,569.94
0.11
728.50
10,470.60
0.08
523.53
13,824,487.60
99.76
180,867.86
180,867.86

The balance of the top five accounts receivable at the end of the period totalled RMB13,824,487.60, accounting for 99.76% of the total balance of accounts receivables at the end of the period, and the corresponding provision withdrawn for bad debts was RMB180,867.86.

2. Other receivables

  • (1) Details

  • 1) Classified details

Classification
Receivables whose amount is significant
individually and for which provision for
bad debts is withdrawn individually
Receivables for which provision is
withdrawn for bad debts in portfolio by
credit risks
Receivables whose amount is insignificant
individually but for which provision for
bad debts is withdrawn individually
Total
Amount at the end of the period
Book balance
Provision for bad debts
Amount
Percentage
(%)
Amount
Provision
withdrawal
percentage
(%)




27,544,942,461.96
100.00
30,774,820.60
0.11




27,544,942,461.96
100.00
30,774,820.60
0.11
Book value

27,514,167,641.36
27,514,167,641.36

— 320 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Classification
Receivables whose amount is significant
individually and for which provision for
bad debts is withdrawn individually
Receivables for which provision is
withdrawn for bad debts in portfolio by
credit risks
Receivables whose amount is insignificant
individually but for which provision for
bad debts is withdrawn individually
Total
Amount at the beginning of the period
Book balance
Provision for bad debts
Amount
Percentage
(%)
Amount
Provision
withdrawal
percentage
(%)




13,856,981,326.14
100.00
19,247,814.04
0.14




13,856,981,326.14
100.00
19,247,814.04
0.14
Book value

13,837,733,512.10
13,837,733,512.10
  • 2) Other receivables for which provision is withdrawn for bad debts as per age analysis method in portfolio
Age
Within 1 year
1-2 years
2-3 years
3-5 years
Over 5 years
Subtotal
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage
(%)
18,716,223.08
187,143.84
1.00
3,395,777.28
169,788.86
5.00
6,055,997.58
1,211,567.32
20.00
34,719,333.00
17,359,666.50
50.00
11,846,654.08
11,846,654.08
100.00
74,733,985.02
30,774,820.60
41.18
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage
(%)
18,716,223.08
187,143.84
1.00
3,395,777.28
169,788.86
5.00
6,055,997.58
1,211,567.32
20.00
34,719,333.00
17,359,666.50
50.00
11,846,654.08
11,846,654.08
100.00
74,733,985.02
30,774,820.60
41.18
41.18

— 321 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • 3) Other receivables for which provision is withdrawn for bad debts as per other methods in portfolio
Portfolio name
Combination of transactions with connected
parties in the consolidation scope
Cash deposit portfolio
Subtotal
Amount at the end of the period
Book balance
Provision for
bad debts
Provision
withdrawal
percentage
(%)
27,440,183,476.94
30,025,000.00
27,470,208,476.94
  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

  • 1) The amount withdrawn for bad debts in the current period is RMB11,527,006.56.

  • 2) Other receivables classified by payment properties

Payment properties
Amount at the end
of the period
Cash deposit
30,025,000.00
Transactions with connected parties in the consolidation
scope
27,440,183,476.94
Others
74,733,985.02
Total
27,544,942,461.96
Amount at the
beginning of the
period
73,525,000.00
13,724,390,588.43
59,065,737.71
13,856,981,326.14

— 322 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (3) Top five entities in amount of other receivables
Entity name
Payment properties
Chongqing Qingke Trading Co.,
Ltd.
Transactions with
connected parties
Wuxi Jinke Real Estate
Development Co., Ltd.
Transactions with
connected parties
Chongqing Jinke Real Estate
Development Co., Ltd.
Transactions with
connected parties
Chongqing Jinke Industrial
Group Hongjing Real Estate
Development Co., Ltd.
Transactions with
connected parties
Chongqing Jinke Huimao Real
Estate Development Co., Ltd.
Transactions with
connected parties
Subtotal
Book balance Age
Percentage
in balance
of other
receivables
(%)
Provision for
bad debts
6,970,274,723.44 Within 1 year
25.31
2,959,511,656.41 Within 1 year
10.74
2,438,527,168.30 Within 1 year
8.85
1,585,796,636.56 Within 1 year
5.76
1,323,852,148.39 Within 1 year
4.81
15,277,962,333.10
55.47

3. Long-term equity investment

(1) Details

**Amount at the end of the ** **Amount at the end of the ** period **Amount at the beginning of ** **Amount at the beginning of ** the period the period
Provision for Provision for
Item Book balance impairment Book value Book balance impairment Book value
Investment in
subsidiaries 12,696,059,070.41 12,696,059,070.41 11,063,059,070.41 11,063,059,070.41
Investment in
associated
enterprises and
joint ventures 87,830,099.03 87,830,099.03 89,578,777.34 89,578,777.34
Total 12,783,889,169.44 12,783,889,169.44 11,152,637,847.75 11,152,637,847.75

— 323 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

(2) Investment in subsidiaries

Provision
withdrawn for Provision for
Amount at the Amount at the impairment in impairment at
beginning of the Increase in the Decrease in the end of the the current the end of the
Invested entity period current period current period period period period
Shaanxi Haoyuefu Real
Estate Development Co.,
Ltd. 20,000,000.00 20,000,000.00
Shaanxi Jinrunda Real Estate
Development Co., Ltd. 102,000,000.00 102,000,000.00
Jinke Property Services
Group Limited Company 50,000,000.00 50,000,000.00
Jinke Industrial Investment
Development Company
Limited 500,000,000.00 500,000,000.00
Shandong Baijun Real Estate
Development Co., Ltd. 10,000,000.00 10,000,000.00
Beijing Jinke New Energy
Co., Ltd. 1,493,000,000.00 1,493,000,000.00
Xinjiang Jinke Yijia Real
Estate Development Co.,
Ltd. 100,000,000.00 100,000,000.00
Chongqing Jinke Wuchen
Real Estate Development
Co., Ltd. 30,000,000.00 30,000,000.00
Chengdu Jinke Real Estate
Development Co., Ltd. 269,500,273.09 269,500,273.09
Wuxi Jinke Real Estate
Development Co., Ltd. 625,429,734.00 625,429,734.00
Liuyang Jinke Real Estate
Co., Ltd. 45,000,000.00 45,000,000.00
Chongqing Jinke Kunhe
Investment Co., Ltd. 50,000,000.00 50,000,000.00
Chongqing Jinke Hotel Co.,
Ltd. 60,602,877.20 60,602,877.20
Wuxi Jinke Kerun Real
Estate Development Co.,
Ltd. 300,000,000.00 300,000,000.00
Chongqing Qingke Trading
Co., Ltd. 176,000,000.00 176,000,000.00
Hunan Jinke Real Estate
Development Co., Ltd. 150,000,000.00 150,000,000.00
Jiangyin Jinke Real Estate
Development Co., Ltd. 99,000,000.00 99,000,000.00
Jiangyin Jinke Real Estate
Development Co., Ltd. 147,000,000.00 147,000,000.00
Beijing Jinke Xingyuan Real
Estate Co., Ltd. 140,000,000.00 140,000,000.00

— 324 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Provision
withdrawn for Provision for
Amount at the Amount at the impairment in impairment at
beginning of the Increase in the Decrease in the end of the the current the end of the
Invested entity period current period current period period period period
Chongqing Jinke Industrial
Group Kerun Real Estate
Development Co., Ltd. 100,000,000.00 100,000,000.00
Chongqing Bozhan Real
Estate Development Co.,
Ltd. 400,300,000.00 400,300,000.00
Chongqing Kelsinki
Landscaping Co., Ltd. 100,000,000.00 100,000,000.00
Chongqing Tianhao
Menchuang Co., Ltd. 50,538,329.81 50,538,329.81
Chongqing Jinke Real Estate
Development Co., Ltd. 90,719,700.00 90,719,700.00
Chongqing Tongrong
Industrial Co., Ltd. 33,400,100.00 33,400,100.00
Chongqing Casin Jiangjing
Real Estate Development
Co., Ltd. 39,418,063.00 39,418,063.00
Chongqing Jinke Industrial
Group Hua’nan Real Estate
Development Co., Ltd. 30,000,000.00 30,000,000.00
Chongqing Huaxie Real
Estate Co., Ltd. 64,930,000.00 64,930,000.00
Chongqing Zhongxun
Property Development Co.,
Ltd. 172,200,000.00 172,200,000.00
Chongqing Jinke Industrial
Group Hongjing Real
Estate Development Co.,
Ltd. 49,985,097.87 49,985,097.87
Chongqing Jiale Jiulong Real
Estate Development Co.,
Ltd. 103,870,945.98 103,870,945.98
Chongqing Tianyuansheng
Real Estate Development
Co., Ltd. 179,664,612.36 179,664,612.36
Beijing Jinke Napa Real
Estate Co., Ltd. 2,558,856,506.91 2,558,856,506.91
Beijing Jinke Hongju Real
Estate Co., Ltd. 697,100,000.00 697,100,000.00
Chongqing Jinke Kepeng
Business Management Co.,
Ltd. 5,000,000.00 5,000,000.00
Chongqing Jinke Chenju Real
Estate Co., Ltd. 20,000,000.00 20,000,000.00
Chongqing Jinke Junyao Real
Estate Development Co.,
Ltd. 1,184,908,816.47 1,184,908,816.47

— 325 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Invested entity
Chongqing Bishan Jinke
Zhongxi Real Estate Co.,
Ltd.
Jinan Jinke Xicheng Real
Estate Development Co.,
Ltd.
Chongqing Qingheng Trading
Co., Ltd.
Chongqing Jiangjin Jinke
Guojun Real Estate Co.,
Ltd.
Chongqing Jinke Culture and
Tourism Investment Co.,
Ltd.
Chengdu Jianglong
Investment Co., Ltd.
Jinke Group Suzhou Real
Estate Development Co.,
Ltd.
Subtotal
Amount at the
beginning of the
period
Increase in the
current period
Decrease in the
current period
Amount at the
end of the
period
Provision
withdrawn for
impairment in
the current
period
Provision for
impairment at
the end of the
period
400,000,000.00
400,000,000.00
510,000,000.00
510,000,000.00
49,810,000.00
49,810,000.00
987,424,013.72
987,424,013.72
86,400,000.00
86,400,000.00
394,000,000.00
394,000,000.00
20,000,000.00
20,000,000.00
11,063,059,070.41 1,633,000,000.00
12,696,059,070.41
  • (3) Investment in associated enterprises and joint ventures
**Increase/decrease in ** **Increase/decrease in ** the current period the current period
Investment
gains/losses Adjustments
Amount at the confirmed to other
beginning of Investment Investment based on comprehensive
Invested entity the period Added reduced equity method income
Associated enterprises
Yinhai Leasing 79,584,272.26 5,418,175.49
Subtotal 79,584,272.26 5,418,175.49
Joint ventures
Jinwanzhong Real Estate 9,994,505.08 2,298.93
Subtotal 9,994,505.08 2,298.93
Total 89,578,777.34 5,420,474.42

— 326 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Invested entity
Increase/decrease in the current period
Other equity
changes
Cash dividends
or profits
announced to
be distributed
Provision
withdrawn for
impairment
Associated
enterprises
Yinhai Leasing

-7,169,152.73

Subtotal

-7,169,152.73

Joint ventures
Jinwanzhong Real
Estate



Subtotal



Total

-7,169,152.73
Amount at the
end of the
period
Balance of
provision for
impairment at
the end of the
period
Others

77,833,295.02


77,833,295.02


9,996,804.01


9,996,804.01


87,830,099.03
Amount at the
end of the
period
Balance of
provision for
impairment at
the end of the
period
Others

77,833,295.02


77,833,295.02


9,996,804.01


9,996,804.01


87,830,099.03
  • (4) Other descriptions

The Company provided a pledge guarantee for its loans with its equities in the subsidiaries including Chongqing Jinke Real Estate Development Co., Ltd., Chongqing Jinke Shangzun Real Estate Co., Ltd., Chengdu Jinke Real Estate Development Co., Ltd. and Beijing Jinke Hongju Real Estate Co., Ltd.; the Company provided a pledge guarantee for the loans of its subsidiary Shaanxi Haoyuefu Real Estate Development Co., Ltd. with its equities in Shaanxi Haoyuefu Real Estate Development Co., Ltd.

(II) Notes to items in the income statement of the parent company

  1. Operating revenue/cost

  2. (1) Details

Item
Revenue from main
businesses
Revenue from other
businesses [Note]
Total
Amount in the current period
Revenue
Cost
68,117,006.00
47,552,512.20
318,943,726.72
1,582,913.40
387,060,732.72
49,135,425.60
Amount in the same period of
preceding year
Revenue
Cost
191,440,556.00
115,527,907.14
319,284,357.79
2,536,704.61
510,724,913.79
118,064,611.75
Amount in the same period of
preceding year
Revenue
Cost
191,440,556.00
115,527,907.14
319,284,357.79
2,536,704.61
510,724,913.79
118,064,611.75
118,064,611.75

[Note] The revenue from other businesses is RMB 318,943,726.72, which is the consulting fee received by the Company from its subsidiaries.

— 327 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Revenue from/cost of main businesses (by sector)
Name of region
Sales of real estate
Subtotal
Amount in the current period
Revenue
Cost
68,117,006.00
47,552,512.20
68,117,006.00
47,552,512.20
Amount in the same period of
preceding year
Revenue
Cost
191,440,556.00
115,527,907.14
191,440,556.00
115,527,907.14
Amount in the same period of
preceding year
Revenue
Cost
191,440,556.00
115,527,907.14
191,440,556.00
115,527,907.14
115,527,907.14
  • (3) Revenue from/cost of main businesses (by sector)
Name of region
Chongqing
Subtotal
Amount in the current period
Revenue
Cost
68,117,006.00
47,552,512.20
68,117,006.00
47,552,512.20
Amount in the same period of
preceding year
Revenue
Cost
191,440,556.00
115,527,907.14
191,440,556.00
115,527,907.14
Amount in the same period of
preceding year
Revenue
Cost
191,440,556.00
115,527,907.14
191,440,556.00
115,527,907.14
115,527,907.14

2. Return on investment

Item
Long-term equity investment return stated by cost
method
Long-term equity investment return stated by equity
method
Investment return generated by disposal of long-term
equity investment
Total
Amount in the
current period
1,334,750,000.00
5,420,474.42

1,340,170,474.42
Amount in the
same period of
preceding year
1,094,913,663.12
2,107,366.93
3,262,974.06
1,100,284,004.11

— 328 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

XVI. Other supplementary information

  • (I) Non-recurring gains and losses

  • Schedule of non-recurring gains and losses

Item Amount Note
Gains/losses from disposal of non-current assets,
including the offset part of the retained asset
impairment provisions 42,341,236.08
Unauthorized examination and approval, or lack of
official approval documents, or occasional tax revenue
return and abatement
Governmental subsidies recorded into the current profit
and loss ( except for the one closely related with the
normal operation of the company and gained
constantly at a fixed amount or quantity according to
certain standard based on state policies) 57,092,680.39
Capital occupation fee on non-financial enterprises
recorded into current gains and losses 40,169,457.84
Gains because the investment costs for the Company to
obtain subsidiaries, associated enterprises and joint
ventures are lower than the enjoyable fair value of the
identifiable net assets of the investees when making
the investments
Gain/loss on exchange of non-monetary assets
Gain/loss on entrusting others with investments or asset
management
Asset impairment provisions due to force majeure factors
such as natural disasters
Gain/loss on debt restructuring
Expenses for business reorganization, such as expenses
for staffing, reorganization etc.
Gain/loss on the part over the fair value due to
transactions with distinctly unfair prices
Current gains and losses of subsidiaries acquired from
merger of enterprises under the same control as from
the beginning of the period to the date of merger
Gain/loss on contingent events irrelevant to the
Company’s normal business

— 329 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item Amount Note
Gains and losses on change in fair value from tradable
financial assets and tradable financial liabilities (which
are measured at fair value through profit or loss), as
well as investment income from disposal of tradable
financial assets and tradable financial liabilities and
financial assets available for sales, except for effective
hedging related with normal businesses of the
Company
Reversal of impairment provisions for receivables on
which impairment tests are carried out separately
Gain/loss on external entrustment loans
Gain/loss on change of the fair value of investment
property of which the subsequent measurement is
carried out adopting the fair value method 39,863,547.99
Effect on current gains/losses when a one-off adjustment
is made to current gains/losses according to
requirements of taxation, accounting and other relevant
laws and regulations
Custody fee income when entrusted with operation
Non-operating incomes and expenses other than the
above -16,202,630.72
Other gain/loss items that meet the definition of
non-recurring gains/losses
Subtotal 163,264,291.58
Less: Enterprise income tax effects (“-” for decrease
of income tax) 36,940,855.45
Effect of minority interests (after tax) 20,837,369.00
Net non-recurring gains and losses attributable to owners
of the parent company 105,486,067.13

— 330 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (II) Return on equity and earnings per share

  • Details

Earnings per share (RMB/share) Earnings per share (RMB/share) Earnings per share (RMB/share)
Weighted average Basic earnings Diluted earnings
Profit in the reporting period ROE (%) per share per share
Net profit attributable to common
shareholders 10.26 0.27 0.27
Net profit attributable to common
shareholders after deducting
non-recurring gains and losses 9.30 0.25 0.25
2.
Computation process of weighted average ROE
Amount in the
Item SN current period
Net profit attributable to common shareholders A 1,123,401,276.93
Non-recurring gains and losses B 105,486,067.13
Net profit attributable to common shareholders after deducting C=A-B 1,017,915,209.80
non-recurring gains and losses
Opening net assets attributable to common shareholders D 10,529,946,323.38
Net assets attributable to common shareholders newly added due E
to new issuance or debt-to-equity swap
Cumulative number of months from the month following the F
month with net assets increased till the end of reporting period
Net assets attributable to common shareholders decreased due to G 206,781,007.65
repurchase or cash dividends
Cumulative number of months from the month following the H 8.00
month with net assets decreased till the end of reporting
period

— 331 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Amount in the
Item SN current period
Others Adjustment in the cost of investment property 26,367,941.54
Cumulative number of months from the month
following the month with net assets
increased/decreased till the end of reporting period
Expenses and deferred tax assets recognized for equity 7,097,450.57
incentive in the current period
Cumulative number of months from the month
following the month with net assets
increased/decreased till the end of reporting period
Minority equity transaction of Jinke Huiyi -19,540,372.98
Cumulative number of months from the month 2.00
following the month with net assets
increased/decreased till the end of reporting period
Minority equity transaction of Jinke Junwei -25,546,722.67
Cumulative number of months from the month 2.00
following the month with net assets
increased/decreased till the end of reporting period
Minority equity transaction of Jinke Hongrui -8,916,742.33
Cumulative number of months from the month 2.00
following the month with net assets
increased/decreased till the end of reporting period
Equity transaction of capital increase by minority 27,973,832.24
shareholders of Jinke Hongrui
Cumulative number of months from the month
following the month with net assets
increased/decreased till the end of reporting period
Months of reporting period K 12.00
Weighted average net assets L= D+A/2+ 10,944,792,317.08
E�F/K-G
H/K�I�J/K
Weighted average ROE M=A/L 10.26%
Weighted ROE after deducting non-recurring gains and losses N=C/L 9.30%

— 332 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Computation process of basic earnings per share and diluted earnings per share

  2. (1) Computation process of basic earnings per share

Amount in the
Item SN current period
Net profit attributable to common shareholders [Note 1] A 1,123,401,276.93
Non-recurring gains and losses B 105,486,067.13
Net profit attributable to common shareholders after deducting C=A-B 1,017,915,209.80
non-recurring gains and losses
Total shares at the beginning of the period D 1,378,540,051.00
Number of shares increased due to conversion of public E 2,757,080,102.00
reserve into share capital or dividend distribution
Number of shares increased due to new issuance or F
debt-to-equity swap
Cumulative number of months from the month following the G
month with net assets increased till the end of reporting
period
Number of shares decreased due to repurchase H
Cumulative number of months from the month following the I
month with net assets decreased till the end of reporting
period
Number of shares shrunk in the reporting period J
Months of reporting period K 12.00
Weighted average number of common shares issued externally L=D+E+F� 4,135,620,153.00
G/K-H �I/K-J
Basic earnings per share [Note 2] M=A/L 0.27
Basic earnings per share after deducting non-recurring gains N=C/L 0.25
and losses
  • [Note 1] Net profit attributable to common shareholders is the amount of net profit attributable to owners of the parent company in the income statement after considering the impact of other equity instruments.

  • [Note 2] According to the Interpretation No. 7 on the Accounting Standards for Business Enterprises ([2015] No. 19) issued by the Ministry of Finance on 4 November 2015, the numerator should deduct the cash dividend distributed to holders of restricted stocks which are expected to be unlocked in the future in the current period; and the denominator should not include the number of shares of restricted stocks.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(2) Computation process of diluted earnings per share

Amount in the
Item SN current period
Net profit attributable to common shareholders A 1,123,401,276.93
Effect of dilutive potential common shares on net profit B
Net profit attributable to common shareholders after dilution C=A-B 1,123,401,276.93
Non-recurring gains and losses D 105,486,067.13
Net profit attributable to common shareholders after deducting E=C-D 1,017,915,209.80
non-recurring gains and losses after dilution
Weighted average number of common shares issued externally F 4,135,620,153.00
Weighted average of common shares increased from warrant, G
stock option, convertible bonds, etc.
Weighted average number of common shares issued externally H=F+G 4,135,620,153.00
after dilution
Diluted earnings per share M=C/H 0.27
Diluted earnings per share after deducting non-recurring gains N=E/H 0.25
and losses

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

AUDITED FINANCIAL STATEMENTS OF JINKE PROPERTY FOR THE YEAR ENDED 31 DECEMBER 2016

I. Audit report

Type of audit opinions Standard unqualified opinions Signing date of the audit report 28 March 2017 Name of auditing body Pan-China Certified Public Accountants (special general partnership) No. of audit report Tian Jian Shen No. 8-105 [2017] Name of CPA Yi Shouchuan, Song Jun

Audit Report

Tian Jian Shen No. 8-105 [2017]

All shareholders of Jinke Property Group Co., Ltd.: We have audited the attached financial statements of Jinke Property Group Co., Ltd. (hereinafter referred to as “Jinke Co., Ltd.”), including the consolidated and the parent company’s balance sheets as at 31 December 2016, the consolidated and the parent company’s income statements, consolidated and the parent company’s cash flow statements, consolidated and the parent company’s statements of changes in owners’ equity for the year of 2016 and notes to financial statements.

I. Responsibility of the management for the financial statements

Preparing and fairly presenting financial statements are responsibilities of the management of Jinke Co., Ltd. These responsibilities include:

  • (1) preparing financial statements in accordance with Accounting Standards for Business Enterprises, which achieve fair presentation in the mean time; and

  • (2) designing, implementing and maintaining necessary internal control to avoid material misstatement resulting from fraudulence or mistakes.

II. Responsibility of CPAs

Our responsibility is to provide audit opinions on the financial statements based on our audit. We conducted our audit pursuant to China’s Independent Auditing Standards. The standards contained thereof require that we shall abide by professional ethics code for CPAs of China, plan and perform the audit to obtain reasonable assurance about whether or not the financial statements are free from material misstatement.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Our audit work includes implementing the audit procedure to obtain audit evidence relating to the amounts and disclosure of the financial statements. The audit procedure selected depends on the judgment of the CPAs, including assessment of the risk of material misstatement resulting from fraudulence or mistakes. While engaging in risk evaluation, CPAs took into consideration the internal control related to preparing and fairly presenting financial statements, with the purpose of designing proper audit procedure. The audit also includes assessing the appropriateness of accounting principles used and the rationality of the accounting estimates made by the management, as well as evaluating the overall financial statement presentation.

We believe the audit evidence we obtained is adequate and appropriate and provides a basis for us to give our opinions.

III. Auditors’ Opinions

In our opinion, Jinke Co., Ltd.’s financial statements are, in all material respects, prepared in accordance with Accounting Standards for Business Enterprises, and fairly present the consolidated and parent company’s financial position of Jinke Co., Ltd. as at 31 December 2016 as well as the consolidated and parent company’s operation performance and cash flow in 2016.

Pan-China Certified Public Accountants (special general partnership)

Certified Public Accountant of China: Yi Shouchuan

Hangzhou, China

Certified Public Accountant of China: Song Jun 28 March 2017

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

II. Financial statement

Unit in notes to financial statement: RMB

1. Consolidated balance sheet

Prepared by: Jinke Property Group Co., Ltd.

Unit: RMB

Balance at the
Balance at the end beginning of the
Item of the period period
Current assets:
Monetary fund 17,644,842,213.69 9,389,188,261.83
Settlement provision
Lendings
Financial assets measured at fair value with changes in
fair value included in profit or loss
Derivative financial assets
Notes receivable 4,923,290.00 50,000.00
Accounts receivable 829,286,610.93 729,045,821.34
Advance payments 3,631,059,813.74 1,009,262,108.49
Premiums receivable
Reinsurance accounts receivable
Reinsurance contract reserves receivable
Interests receivable
Dividends receivable
Other receivables 3,906,002,266.21 1,482,706,483.68
Financial assets held under resale agreements
Inventories 71,527,195,481.07 72,163,859,948.41
Assets classified as held for sale
Non-current assets maturing within one year
Other current assets 1,721,785,561.16 2,613,349,329.77
Total current assets 99,265,095,236.80 87,387,461,953.52
Non-current assets:
Issue of loans and advances
Available-for-sale financial assets 315,456,732.98 215,456,732.98
Held-to-maturity investment
Long-term receivables
Long-term equity investments 786,240,483.34 391,087,261.46
Investment properties 2,885,492,754.63 2,888,950,566.79
Fixed assets 2,666,413,793.03 2,528,455,846.44

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Balance at the
Balance at the end beginning of the
Item of the period period
Construction in progress 562,088,918.24 158,257,610.66
Project materials
Disposal of fixed assets
Production-type biological assets
Oil and gas assets
Intangible assets 68,284,176.45 59,755,242.20
Development expenses
Goodwill 496,972,159.42 496,293,398.50
Long-term expenses to be amortized 29,481,317.45 27,303,007.41
Deferred tax assets 1,612,398,385.59 1,329,775,079.23
Other non-current assets 561,240,183.78 70,000,000.00
Total non-current assets 9,984,068,904.91 8,165,334,745.67
Total assets 109,249,164,141.71 95,552,796,699.19
Short-term borrowings 1,526,000,000.00 1,881,600,000.00
Borrowings from the central bank
Deposits accepted and deposits from banks and other
financial institutions
Placements from banks and other financial institutions
Financial liabilities measured at fair value with changes
in fair value included in profit or loss
Derivative financial liabilities
Notes payable 35,863,721.87 1,317,213,982.92
Accounts payable 7,554,595,684.08 8,119,789,135.92
Advance receipts 26,274,066,032.86 26,584,971,159.41
Financial assets sold for repurchase
Fees and commissions payable
Remuneration payable to employees 511,758,552.16 286,398,577.70
Taxes payable 799,173,377.51 867,248,449.55
Interest payable 664,741,726.76 427,455,534.33
Dividends payable 31,116,666.00 28,384,920.68
Other payables 5,209,199,650.03 2,902,618,677.64
Reinsurance accounts payable
Insurance contract reserve
Funds from securities trading agency
Funds from securities underwriting agency
Liabilities classified as held for sale
Non-current liabilities maturing within one year 5,261,934,693.99 18,099,147,400.00
Other current liabilities

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Balance at the Balance at the end beginning of the Item of the period period Other current liabilities Total current liabilities 47,868,450,105.26 60,514,827,838.15 Non-current liabilities: Long-term borrowings 18,507,910,000.00 13,294,059,999.99 Bonds payable 18,891,277,180.01 5,313,257,329.71 Including: Preferred shares Perpetual bonds Long-term payables 498,824,320.47 Long-term remuneration payable to employees Special payables Foreseeable liabilities Deferred earnings 110,724,644.43 79,965,496.62 Deferred tax liabilities 538,025,371.08 548,820,645.64 Other non-current liabilities 301,733,100.00 463,763,400.00 Total non-current liabilities 38,848,494,615.99 19,699,866,871.96 Total liabilities 86,716,944,721.25 80,214,694,710.11 Owners’ equity: Share capital 5,343,368,316.00 4,327,060,153.00 Other equity instruments 2,900,000,000.00 1,400,000,000.00 Including: Preferred shares Perpetual bonds 2,900,000,000.00 1,400,000,000.00 Capital reserves 4,033,337,375.93 580,341,350.91 Less: Treasury shares 450,585,850.00 618,351,200.00 Other consolidated revenue 620,250,211.75 620,872,917.24 Special reserves Surplus reserves 393,249,061.17 309,916,162.14 General risk reserves Undistributed profits 7,166,775,355.29 6,234,162,595.74 Total equity attributable to owners of the parent company 20,006,394,470.14 12,854,001,979.03 Minority interests 2,525,824,950.32 2,484,100,010.05 Total owners’ equity 22,532,219,420.46 15,338,101,989.08 Total liabilities and owners’ equity 109,249,164,141.71 95,552,796,699.19

Legal representative: Jiang Sihai Person in charge of accounting: Li Hua Officer in charge of accounting institution: Liu Shaojun

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Balance sheet of parent company

Unit: RMB

Balance at the
Balance at the end beginning of the
Item of the period period
Current assets:
Monetary fund 5,053,989,391.68 1,613,435,471.53
Financial assets measured at fair value with changes in
fair value included in profit or loss
Derivative financial assets
Notes receivable
Accounts receivable 8,196,331.89 13,670,506.54
Advance payments 1,347,651.42 601,813.66
Interests receivable
Dividends receivable 130,000,000.00 844,750,000.00
Other receivables 37,423,788,546.12 27,514,167,641.36
Inventories 329,285,059.16 308,024,653.26
Assets classified as held for sale
Non-current assets maturing within one year
Other current assets 5,156,080.03 5,028,257.18
Total current assets 42,951,763,060.30 30,299,678,343.53
Non-current assets:
Available-for-sale financial assets
Held-to-maturity investment
Long-term receivables
Long-term equity investments 14,651,854,637.75 12,783,889,169.44
Investment properties 1,346,630,314.58 1,378,538,005.59
Fixed assets 3,338,838.19 5,141,529.52
Construction in progress
Project materials
Disposal of fixed assets
Production-type biological assets
Oil and gas assets
Intangible assets 4,670,709.40 5,977,980.22
Development expenses
Goodwill
Long-term expenses to be amortized 2,632,022.16 5,106,512.99
Deferred tax assets 140,208,613.98 58,983,153.22
Other non-current assets 1,320,000,000.00 1,500,000,000.00
Total non-current assets 17,469,335,136.06 15,737,636,350.98
Total assets 60,421,098,196.36 46,037,314,694.51

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Balance at the
Balance at the end beginning of the
Item of the period period
Current liabilities:
Short-term borrowings 50,000,000.00 500,000,000.00
Financial liabilities measured at fair value with changes
in fair value included in profit or loss
Derivative financial liabilities
Notes payable
Accounts payable 35,415,378.48 46,847,079.67
Advance receipts 15,959,208.38 9,152,706.82
Remuneration payable to employees 94,424,101.26 41,331,937.83
Taxes payable 27,147,262.21 31,878,257.31
Interest payable 618,590,392.05 295,043,031.02
Dividends payable 29,849,999.33 4,472,222.22
Other payables 18,019,263,573.29 18,357,203,530.19
Liabilities classified as held for sale
Non-current liabilities maturing within one year 1,189,493,300.00 7,466,447,800.00
Other current liabilities
Total current liabilities 20,080,143,215.00 26,752,376,565.06
Non-current liabilities:
Long-term borrowings 3,740,000,000.00 2,742,000,000.00
Bonds payable 18,891,277,180.01 5,313,257,329.71
Including: Preferred shares
Perpetual bonds
Long-term payables
Long-term remuneration payable to employees
Special payables
Foreseeable liabilities
Deferred earnings 821,823.21 1,061,134.58
Deferred tax liabilities 284,095,207.36 281,129,081.16
Other non-current liabilities 301,733,100.00 463,763,400.00
Total non-current liabilities 23,217,927,310.58 8,801,210,945.45
Total liabilities 43,298,070,525.58 35,553,587,510.51
Share capital 5,343,368,316.00 4,327,060,153.00
Other equity instruments 2,900,000,000.00 1,400,000,000.00
Including: Preferred shares
Perpetual bonds 2,900,000,000.00 1,400,000,000.00
Capital reserves 6,280,181,832.44 2,778,969,175.28
Less: Treasury shares 450,585,850.00 618,351,200.00
Other consolidated revenue 21,261,250.12 21,261,250.12

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Balance at the Balance at the end beginning of the Item of the period period Owner’s equity: Special reserves Surplus reserves 522,817,856.03 439,484,957.00 Undistributed profits 2,505,984,266.19 2,135,302,848.60 Total owners’ equity 17,123,027,670.78 10,483,727,184.00 Total liabilities and owners’ equity 60,421,098,196.36 46,037,314,694.51

3. Consolidated income statement

Unit: RMB

Amount incurred in Amount incurred
Item the current period in the last period
I. Total operating revenue 32,235,441,627.03 19,398,573,320.90
Including: Operating revenue 32,235,441,627.03 19,398,573,320.90
Interest income
Earned premium
Fee and commission income
II. Total operating cost 29,943,639,347.13 17,731,835,123.78
Including: Operating cost 25,549,603,212.82 13,887,003,656.98
Interest expenses
Fee and commission expense
Surrender value
Net amount of compensation payout
Net amount of reserves for insurance contract
Policy dividend payment
Reinsurance cost
Taxes and surcharges 1,864,147,528.01 1,479,769,073.29
Sales expenses 980,862,344.26 693,511,364.21
Management expenses 1,247,074,213.53 922,634,484.07
Financial expenses 305,433,886.51 268,251,960.03
Assets impairment loss -3,481,838.00 480,664,585.20
Add: Revenue from change in fair value (“-” for
loss) 63,367,452.14 39,863,547.99
Return on investment (“-” for loss) -98,720,620.59 36,838,401.09
Including: Return on investment in associated
enterprises and joint ventures -98,742,045.25 -5,152,881.59

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount incurred in Amount incurred
Item the current period in the last period
Exchange revenue (“-” for loss)
III. Business profit (“-” for loss) 2,256,449,111.45 1,743,440,146.20
Add: Non-operating revenue 92,808,206.68 99,001,510.70
Including: Gain from disposal of non-current
assets 3,704,371.48 778,491.46
Less: Non-operating expense 117,789,821.58 57,761,507.63
Including: Loss from disposal of non-current
assets 880,703.56 428,538.06
IV. Total profit (“-” for total loss) 2,231,467,496.55 1,784,680,149.27
Less: Income tax expense 441,118,522.80 551,034,068.30
V. Net profit (“-” for net loss) 1,790,348,973.75 1,233,646,080.97
Net profit attributable to owners of the parent
company 1,395,260,332.23 1,266,959,610.26
Gains/losses of minority shareholders 395,088,641.52 -33,313,529.29
VI. After-tax net amount of other consolidated revenue -1,220,991.15 26,367,941.54
attributable to owners of the parent company -622,705.49 26,367,941.54
(I) Other consolidated revenue that cannot be
reclassified into profits/losses
1. Changes arising from re-measurement of net
liabilities or net assets of defined benefit plan
2. Share in other consolidated revemie of the investee
that cannot be reclassified into profits/losses under
the equity method
(II) Other consolidated revenue that will be reclassified
into profits/losses -622,705.49 26,367,941.54
1. Share in other consolidated revenue of the investee
that will be reclassified into profits/losses under the
equity method
2. Gains/losses from change in fair value of
available-for-sale financial assets
3. Held-to-maturity investment reclassified as
profit/loss from available-for-sale financial assets
4. Operational factors of cash flow hedging
gains/losses
5. Translation difference of foreign-currency financial
statements
6. Others -622,705.49 26,367,941.54
After-tax net amount of other consolidated revenue
attributable to minority shareholders -598,285.66

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount incurred in Amount incurred
Item the current period in the last period
VII. Total consolidated revenue 1,789,127,982.60 1,260,014,022.51
Total consolidated revenue attributable to owners of
the parent company 1,394,637,626.74 1,293,327,551.80
Total consolidated revenue attributable to minority
shareholders 394,490,355.86 -33,313,529.29
VIII. Earnings per share:
(I) Basic earnings per share 0.28 0.27
(II) Diluted earnings per share 0.28 0.27

For merger of enterprises under the same control in the current period, net profit realized by the merged party before merger was RMB0.00; net profit realized by the merged party in the last period was RMB0.00.

Legal representative: Jiang Sihai Person in charge of accounting: Li Hua Officer in charge of accounting institution: Liu Shaojun

4. Income statement of the parent company

Unit: RMB

Amount incurred in Amount incurred
Item the current period in the last period
I. Operating revenue 379,781,355.98 387,060,732.72
Less: Operating cost 20,507,119.74 49,135,425.60
Taxes and surcharges 3,443,233.47 15,380,923.76
Sales expenses 3,191,356.50 3,340,558.71
Management expenses 402,537,155.72 242,953,839.96
Financial expenses 61,495,366.96 -51,477,228.12
Assets impairment loss 17,525,194.46 11,535,309.01
Add: Revenue from change in fair value (“-” for
loss) 9,193,220.99 4,679,402.80
Return on investment (“-” for loss) 878,360,451.85 1,340,170,474.42
Including: Return on investment in associated
enterprises and joint ventures 3,310,306.17 5,420,474.42
II. Business profit (“-” for loss) 758,635,601.97 1,461,041,781.02
Add: Non-operating revenue 17,441,654.00 20,087,632.88
Including: Gain from disposal of non-current
assets
Less: Non-operating expense 1,425,360.64 8,962,051.61
Including: Loss from disposal of non-current
assets 108,159.30

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount incurred in Amount incurred
Item the current period in the last period
III. Total profit (“-” for total loss) 774,651,895.33 1,472,167,362.29
Less: Income tax expense -58,677,094.94 -9,308,347.52
IV. Net profit (“-” for net loss) 833,328,990.27 1,481,475,709.81
V. After-tax net amount of other consolidated revenue
(I) Other consolidated revenue that cannot be
reclassified into profits/losses
1. Changes arising from re-measurement of net
liabilities or net assets of defined benefit plan
2. Share in other consolidated revenue of the investee
that cannot be reclassified into profits/losses under
the equity method
(II) Other consolidated revenue that will be reclassified
into profits/losses
1. Share in other consolidated revenue of the investee
that will be reclassified into profits/losses under the
equity method
2. Gains/losses from change in fair value of
available-for-sale financial assets
3. Held-to-maturity investment reclassified as
profit/loss from available-for-sale financial assets
4. Operational factors of cash flow hedging
gains/losses
5. Translation difference of foreign-currency financial
statements
6. Others
VI. Total consolidated revenue 833,328,990.27 1,481,475,709.81
VII. Earnings per share:
(I) Basic earnings per share
(II) Diluted earnings per share

— 345 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Consolidated cash flow statement

Unit: RMB

Amount incurred in Amount incurred in
Item the current period the last period
I. Cash flows from operating activities:
Cash received from sales of goods and provision
of labor service 32,945,725,625.97 24,188,786,283.31
Net increase in deposits from customers and
banks and other financial institutions
Net increase in borrowings from the central bank
Net increase in placements from other financial
institutions
Premiums received from original insurance
contracts
Net cash received from reinsurance business
Net increase in deposits from policyholders and
investment funds
Net increase from disposal of financial assets
measured at fair value with changes in fair
value included in profit or loss
Cash received from interests, fees and
commissions
Net increase in placements from banks and other
financial institutions
Net increase in repurchase business capital
Tax refund received
Other cash received relating to operating
activities 4,670,436,395.26 2,960,720,518.92
Subtotal of cash inflows from operating activities 37,616,162,021.23 27,149,506,802.23
Cash paid for purchase of goods and acceptance of
labor service 21,760,832,467.29 19,162,203,614.79
Net increase in loans and advances to customers
Net increase in deposits with central bank and other
financial institutions
Cash paid for original insurance contract claims
Cash paid for interests, fees and commissions
Cash paid for policy dividends
Cash paid to and for employees 1,585,432,607.30 1,377,187,934.96
Taxes paid 2,657,453,795.84 2,457,745,352.70
Other cash paid relating to operating activities 5,368,321,670.16 3,740,099,872.07
Subtotal of cash outflows for operating activities 31,372,040,540.59 26,737,236,774.52
Net cash flows from operating activities 6,244,121,480.64 412,270,027.71

— 346 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount incurred in Amount incurred in
Item the current period the last period
II. Cash flows from investing activities:
Cash received from taking back investment 59,900,000.00
Cash received from return on investment 5,536,157.53 7,169,152.73
Net cash received from disposal of fixed assets,
intangible assets and other long-term assets 8,158,462.19 120,758.38
Net cash received from disposal of subsidiaries
and other operating units
Other cash received relating to investing
activities
Subtotal of cash inflows from investing activities 13,694,619.72 67,189,911.11
Cash paid for purchase and construction of fixed
assets, intangible assets and other long-term
assets 1,678,750,484.09 326,675,100.64
Cash paid for investment 1,090,650,183.78 300,000,000.00
Net increase in pledge loans
Net cash paid for acquisition of subsidiaries and
other operating units 634,611,363.98 405,738,667.01
Other cash paid relating to investing activities 2,260,671,356.07
Subtotal of cash outflows for investing activities 5,664,683,387.92 1,032,413,767.65
Net cash flows from investing activities -5,650,988,768.20 -965,223,856.54
III. Cash flows from financing activities:
Cash received from introducing investment 4,534,027,958.01 845,751,200.00
Including: Cash received by subsidiaries from
investments of minority shareholders 64,954,000.00 227,400,000.00
Cash received for obtaining loans 31,096,950,000.00 17,797,100,000.00
Cash received from issue of bonds 5,330,100,000.00
Other cash received relating to financing
activities 4,050,442,975.81 7,649,268,672.03
Subtotal of cash inflows from financing activities 39,681,420,933.82 31,622,219,872.03
Cash paid for repayment of debts 25,530,798,206.00 18,316,080,000.01
Cash paid for distribution of dividend and profit or
repayment of interest 3,477,668,315.69 3,554,807,370.95
Including: Dividend and profit paid by subsidiaries
to minority shareholders 214,712,698.46 85,740,000.00
Other cash paid relating to financing activities 1,974,404,744.45 7,036,357,161.79
Subtotal of cash outflows for financing activities 30,982,871,266.14 28,907,244,532.75
Net cash flows from financing activities 8,698,549,667.68 2,714,975,339.28
IV. Effect of exchange rate change on cash and cash
equivalents
V. Net increase in cash and cash equivalents 9,291,682,380.12 2,162,021,510.45
Add: Opening balance of cash and cash
equivalents 7,967,303,772.09 5,805,282,261.64
VI. Ending balance of cash and cash equivalents 17,258,986,152.21 7,967,303,772.09

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

6. Cash flow statement of the parent company

Unit: RMB

Amount incurred in Amount incurred
Item the current period in the last period
I. Cash flows from operating activities:
Cash received from sales of goods and provision of
labor service 279,245,535.56 380,580,415.27
Tax refund received
Other cash received relating to operating activities 64,232,962,825.34 35,026,490,223.04
Subtotal of cash inflows from operating activities 64,512,208,360.90 35,407,070,638.31
Cash paid for purchase of goods and acceptance
of labor service 19,587,795.96 52,578,854.14
Cash paid to and for employees 162,591,429.17 174,759,553.97
Taxes paid 24,570,343.25 57,947,882.45
Other cash paid relating to operating activities 70,874,122,038.38 40,009,856,491.16
Subtotal of cash outflows for operating activities 71,080,871,606.76 40,295,142,781.72
Net cash flows from operating activities -6,568,663,245.86 -4,888,072,143.41
II. Cash flows from investing activities:
Cash received from taking back investment
Cash received from return on investment 1,624,732,941.55 1,375,611,952.43
Net cash received from disposal of fixed assets,
intangible assets and other long-term assets 45,342.56
Net cash received from disposal of subsidiaries and
other operating units
Other cash received relating to investing activities
Subtotal of cash inflows from investing activities 1,624,778,284.11 1,375,611,952.43
Cash paid for purchase and construction of fixed
assets, intangible assets and other long-term
assets 15,179.49 10,256.41
Cash paid for investment 4,109,587,958.01 1,313,000,000.00
Net cash paid for acquisition of subsidiaries and
other operating units
Other cash paid relating to investing activities 1,500,000,000.00
Subtotal of cash outflows for investing activities 4,109,603,137.50 2,813,010,256.41
Net cash flows from investing activities -2,484,824,853.39 -1,437,398,303.98
III. Cash flows from financing activities:
Cash received from introducing investment 4,469,073,958.01 618,351,200.00
Cash received for obtaining loans 15,848,020,000.00 3,529,000,000.00
Cash received from issue of bonds 5,330,100,000.00
Other cash received relating to financing activities 2,065,783,868.77 1,411,457,500.00

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item

  • Subtotal of cash inflows from financing activities Cash paid for repayment of debts

  • Cash paid for distribution of dividend and profit or repayment of interest

  • Other cash paid relating to financing activities Subtotal of cash outflows for financing activities Net cash flows from financing activities

  • Amount incurred in Amount incurred the current period in the last period

    • 22,382,877,826.78 10,888,908,700.00 7,851,860,000.00 2,371,550,000.00

    • 1,412,144,656.40 1,365,929,232.18 624,831,150.98 29,450,000.00

    • 9,888,835,807.38 3,766,929,232.18

    • 12,494,042,019.40 7,121,979,467.82

  • IV. Effect of exchange rate change on cash and cash equivalents

  • V. Net increase in cash and cash equivalents Add: Opening balance of cash and cash equivalents

  • VI. Ending balance of cash and cash equivalents

  • 3,440,553,920.15 796,509,020.43 1,613,435,471.53 816,926,451.10 5,053,989,391.68 1,613,435,471.53

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Minority
Total owners’
interests
equity
2,484,100,010.05 15,338,101,989.08 41,724,940.27
7,194,117,431.38
394,490,355.86
1,789,127,982.60
-160,698,748.92
5,966,838,789.10
592,271,666.00
5,034,359,624.01
1,700,000,000.00
Undistributed profits 6,234,162,595.74 932,612,759.55 1,395,260,332.23
General risk reserves
Special reserves
Surplus reserves
2,484,100,010.05 15,338,101,989.08 309,916,162.14 83,332,899.03
Current period Equity attributable to owners of the parent company Other Less: Treasury
consolidated
Capital reserves
shares
revenue
620,872,917.24
309,916,162.14
6,234,162,595.74
580,341,350.91
618,351,200.00
620,872,917.24
3,452,996,025.02
-167,765,350.00
-622,705.49
-622,705.49 3,452,996,025.02
-158,233,350.00
3,438,365,795.01
26,986,000.00
Others 618,351,200.00
Other equity instruments Preferred shares
Perpetual bonds
1,400,000,000.00
580,341,350.91
1,400,000,000.00 1,500,000,000.00 1,500,000,000.00 1,700,000,000.00
Share capital 4,327,060,153.00 4,327,060,153.00 1,016,308,163.00 1,016,308,163.00 1,030,708,163.00
Ending balance of last year Add: Changes in accounting policies Correction of previous errors Merger of enterprises under the same control Others Opening balance of the current year Increase/decrease of the current period (“-” for decrease) Total consolidated revenue Owners’ capital injected and reduced Ordinary shares invested by shareholders Capital invested by holders of other equity instruments
Item I. II. III. (I) (II) 1. 2.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Minority
Total owners’
interests
equity
94,278,862.15 -752,970,414.92
-861,799,697.06
-192,066,666.67
-561,849,340.32
-192,066,666.67
-561,849,340.32
2,525,824,950.32 22,532,219,420.46
Undistributed profits -462,647,572.68 -83,332,899.03 -379,314,673.65 7,166,775,355.29
General risk reserves
Surplus reserves 83,332,899.03 83,332,899.03 393,249,061.17
Special reserves
Current period Equity attributable to owners of the parent company Other Less: Treasury
consolidated
Capital reserves
shares
revenue
94,278,862.15 -79,648,632.14
-185,219,350.00
-9,532,000.00 -9,532,000.00 4,033,337,375.93
450,585,850.00
620,250,211.75
Others
Other equity instruments Preferred shares
Perpetual bonds
-200,000,000.00 2,900,000,000.00
Share capital -14,400,000.00 5,343,368,316.00
Amounts of share-based payments included in owners’ equity Others Profit distribution Withdrawal of surplus reserves Withdrawal of general risk provisions Distribution to owners (or shareholders) Others Internal carryover of owners’ equity Transfer of capital reserves into paid-in capital (or share capital) Transfer of surplus reserves into paid-in capital (or share capital) Surplus reserves for making up losses Others Special reserves Withdrawal in the current period Use in the current period Others Ending balance of the current period
Item 3. 4. (III) 1. 2. 3. 4. (IV) 1. 2. 3. 4. (V) 1. 2. (VI) IV.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Total owners’ equity 13,166,210,320.44 13,166,210,320.44 2,171,891,668.64 1,260,014,022.51 1,347,956,987.11 302,956,936.54 1,400,000,000.00 7,097,450.57
Minority interests 2,636,263,997.06 2,636,263,997.06 -152,163,987.01 -33,313,529.29 -33,110,457.72 302,956,936.54
Undistributed profits 6,292,813,928.44 6,292,813,928.44 -58,651,332.70 1,266,959,610.26
General risk reserves
Special reserves Surplus reserves 161,768,591.16 161,768,591.16 148,147,570.98
Last period Equity attributable to owners of the parent company Other Less: Treasury
consolidated
Capital reserves
shares
revenue
2,102,318,777.08
594,504,975.70
2,102,318,777.08
594,504,975.70
-1,521,977,426.17
618,351,200.00
26,367,941.54
26,367,941.54 407,978,644.83
618,351,200.00
426,911,200.00
618,351,200.00
7,097,450.57
Others
Other equity instruments Preferred shares Perpetual bonds 1,400,000,000.00 1,400,000,000.00 1,400,000,000.00
Share capital 1,378,540,051.00 1,378,540,051.00 2,948,520,102.00 191,440,000.00 191,440,000.00
Ending balance of last year Add: Changes in accounting policies Correction of previous errors Merger of enterprises under the same control Others Opening balance of the current year Increase/decrease of the current period (“-” for decrease) Total consolidated revenue Owners’ capital injected and reduced Ordinary shares invested by shareholders Capital invested by holders of other equity instruments Amounts of share-based payments included in owners’ equity
Item I. II. III. (I) (II) 1. 2. 3.

— 352 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Total owners’ equity -362,097,400.00 -436,079,340.98 -436,079,340.98 15,338,101,989.08
Minority interests -336,067,394.26 -85,740,000.00 -85,740,000.00 2,484,100,010.05
Undistributed profits -498,486,911.96 -148,147,570.98 -350,339,340.98 -827,124,031.00 -827,124,031.00 6,234,162,595.74
General risk reserves
Special reserves Surplus reserves 148,147,570.98 148,147,570.98 309,916,162.14
Last period Equity attributable to owners of the parent company Other Less: Treasury
consolidated
Capital reserves
shares
revenue
-26,030,005.74 -1,929,956,071.00 -1,929,956,071.00 580,341,350.91
618,351,200.00
620,872,917.24
Others
Other equity instruments Preferred shares Perpetual bonds 1,400,000,000.00
Share capital 2,757,080,102.00 1,929,956,071.00 827,124,031.00 4,327,060,153.00
Others Profit distribution Withdrawal of surplus reserves Withdrawal of general risk provisions Distribution to owners (or shareholders) Others Internal carryover of owners’ equity Transfer of capital reserves into paid-in capital (or share capital) Transfer of surplus reserves into paid-in capital (or share capital) Surplus reserves for making up losses Others Special reserves Withdrawal in the current period Use in the current period Others Ending balance of the current period
Item 4. (III) 1. 2. 3. 4. (IV) 1. 2. 3. 4. (V) 1. 2. (VI) IV.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Unit: RMB Total owners’ equity 10,483,727,184.00 10,483,727,184.00 6,639,300,486.78 833,328,990.27 6,175,754,170.16 4,442,087,958.01 1,700,000,000.00 94,278,862.15 -60,612,650.00
Undistributed profits 2,135,302,848.60 2,135,302,848.60 370,681,417.59 833,328,990.27
Surplus reserves 439,484,957.00 439,484,957.00 83,332,899.03
Special reserves
Other consolidated revenue 21,261,250.12 21,261,250.12
Current period Less: Treasury shares 618,351,200.00 618,351,200.00 -167,765,350.00 -158,233,350.00 26,986,000.00 -185,219,350.00
Capital reserves 2,778,969,175.28 2,778,969,175.28 3,501,212,657.16 3,501,212,657.16 3,438,365,795.01 94,278,862.15 -31,432,000.00
Others
Other equity instruments Preferred shares
Perpetual bonds
1,400,000,000.00 1,400,000,000.00 1,500,000,000.00 1,500,000,000.00 1,700,000,000.00 -200,000,000.00
Amount in the current period Item
Share capital
I.
Ending balance of last
year
4,327,060,153.00
Add: Changes in accounting policies Correction of previous errors Others II.
Opening balance of
the current year
4,327,060,153.00
III.
Increase/decrease of
the current period (“-” for decrease)
1,016,308,163.00
(I)
Total consolidated
revenue (II)
Owners’ capital
injected and reduced
1,016,308,163.00
1.
Ordinary shares
invested by shareholders
1,030,708,163.00
2.
Capital invested by
holders of other equity instruments 3.
Amounts of
share-based payments included in owners’ equity 4.
Others
-14,400,000.00

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Total owners’ equity -369,782,673.65 -369,782,673.65 17,123,027,670.78
Undistributed profits -462,647,572.68 -83,332,899.03 -379,314,673.65 2,505,984,266.19
Surplus reserves 83,332,899.03 83,332,899.03 522,817,856.03
Special reserves
Other consolidated revenue 21,261,250.12
Current period Less: Treasury shares -9,532,000.00 -9,532,000.00 450,585,850.00
Capital reserves 6,280,181,832.44
Others
Other equity instruments Preferred shares
Perpetual bonds
2,900,000,000.00
Share capital 5,343,368,316.00
Profit distribution Withdrawal of surplus reserves Distribution to owners (or shareholders) Others Internal carryover of owners’ equity Transfer of capital reserves into paid-in capital (or share capital) Transfer of surplus reserves into paid-in capital (or share capital) Surplus reserves for making up losses Others Special reserves Withdrawal in the current period Use in the current period Others Ending balance of the current period
Item (III) 1. 2. 3. (IV) 1. 2. 3. 4. (V) 1. 2. (VI) IV.

— 355 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Total owners’ equity 7,945,493,364.60 7,945,493,364.60 2,538,233,819.40 1,481,475,709.81 1,407,097,450.57 1,400,000,000.00 7,097,450.57 -350,339,340.98 -350,339,340.98
Undistributed profits 1,979,438,081.75 1,979,438,081.75 155,864,766.85 1,481,475,709.81 -498,486,911.96 -148,147,570.98 -350,339,340.98
Surplus reserves 291,337,386.02 291,337,386.02 148,147,570.98 148,147,570.98 148,147,570.98
Special reserves
Other consolidated revenue 21,261,250.12 21,261,250.12 618,351,200.00
Last period Less: Treasury shares 618,351,200.00 618,351,200.00
Capital reserves 4,274,916,595.71 4,274,916,595.71 -1,495,947,420.43 434,008,650.57 426,911,200.00 7,097,450.57
Others
Other equity instruments Preferred shares
Perpetual bonds
1,400,000,000.00 1,400,000,000.00 1,400,000,000.00
Share capital 1,378,540,051.00 1,378,540,051.00 2,948,520,102.00 191,440,000.00 191,440,000.00
Ending balance of last year Add: Changes in accounting policies Correction of previous errors Others Opening balance of the current year Increase/decrease of the current period (“-” for decrease) Total consolidated revenue Owners’ capital injected and reduced Ordinary shares invested by shareholders Capital invested by holders of other equity instruments Amounts of share-based payments included in owners’ equity Others Profit distribution Withdrawal of surplus reserves Distribution to owners (or shareholders)
項目 I. II. III. (I) (II) 1. 2. 3. 4. (III) 1. 2.

— 356 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

==> picture [289 x 643] intentionally omitted <==

----- Start of picture text -----

owners’ equity
Total
10,483,727,184.00
Undistributed profits -827,124,031.00 -827,124,031.00 2,135,302,848.60
reserves 439,484,957.00
Surplus
reserves
Special
Other consolidated revenue 21,261,250.12
Treasury shares
period
Last Less: 618,351,200.00
reserves
Capital -1,929,956,071.00 -1,929,956,071.00 2,778,969,175.28
Others
bonds
instruments
equity Perpetual 1,400,000,000.00
Other
shares
Preferred
capital
Share
2,757,080,102.00 1,929,956,071.00 827,124,031.00 4,327,060,153.00
of for the theof
paid-in paid-in
capital share surplus share losses in current
carryover equity of into (or of into (or reserves up reserves period the balance period
Others Internal owners’ Transfer reserves capital capital) Transfer reserves capital capital) Surplus making Others Special Withdrawal current inUse period Others Ending current
項目 3. (IV) 1. 2. 3. 4. (V) 1. 2. (VI) IV.
----- End of picture text -----

— 357 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Notes to Financial Statements of Jinke Property Group Co., Ltd.

2016

Unit: RMB

I. General information about the Company

Formerly Chongqing Dong Yuan Industry Development Co., Ltd. (formerly known as Chongqing Dong Yuan Steel Co., Ltd.), Jinke Property Group Co., Ltd. (hereinafter referred to as the Company) was established upon restructuring from the former Forth Iron and Steel Plant of Chongqing Iron and Steel Company as approved by Chongqing Municipal People’s Government in Doc. Chong Fu Fa (1986) No. 290 and was registered with Chongqing Administration for Industry and Commerce on 29 March 1994, with its headquarters in Jiangbei District, Chongqing. The Company now holds the business license with unified social credibility code: 91500000202893468X, its registered capital is RMB5,343,368,316.00, and the total shares are 5,343,368,316 (with a par value of RMB1 each), including 1,669,651,292 tradable shares with sale limitations and 3,673,717,024 tradable shares without sale limitations.

As a real estate developer, the Company mainly engages in real estate development, property management, installation of mechanical and electrical equipment (the abovementioned operating activities should be carried out with qualification certificate); sales of buildings, decorative materials and chemicals (excluding hazardous chemicals) and hardware; rental of self-owned houses; corporate management consulting service, imports & exports of goods and technologies (for items prohibited by laws and regulations, relevant operating activities should not be carried out; for items restricted by laws and regulations, relevant operating activities may be carried out only after relevant license or approval is obtained). Main products or labor services provided include sales of real estate, wind power investment and development, property management, hotel operation, landscaping engineering, doors & windows engineering, decoration engineering, and sales of materials.

The Financial Statements were approved to be disclosed to the public at the 43rd meeting of the 9th Board of Directors of the Company on 28 March 2017. The Company incorporated 166 subsidiaries including Chongqing Jinke Real Estate Development Co., Ltd., Chongqing Jinke Junyao Real Estate Development Co., Ltd., Jinan Jinke Xicheng Real Estate Develoment Co., Ltd. and Anhui Xihu Xincheng Real Estate Co., Ltd. into the scope of the consolidated financial statements for the current period, with details set out in the change in the consolidation scope and description of interests in other entities in the Notes to the Financial Statements.

II. Basis for preparation of the financial statements

(I) Preparation basis

The Company’s financial statements are prepared on the going-concern basis.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(II) Evaluation of going-concern ability

The Company is not involved in any events or conditions that may cast significant doubt about the going-concern assumptions for 12 months after the end of the reporting period.

III. Critical accounting policies and accounting estimates

Important notice: The Company has formulated specific accounting policies and accounting estimates for transations or events including withdrawl of provision for bad debts of accounts receivable, depreciation of fixed asets, amortization of intangingle assets and revenue recognition according to actual production and operation characteristics.

(I) Statement of compliance with the Accounting Standards for Business Enterprises

The financial statements prepared by the Company comply with the Accounting Standards for Business Enterprises and give a true and complete view of the financial position, operating results and cash flow of the Company.

(II) Accounting period

The Company takes the Gregorian calendar year as the fiscal year, i.e. from 1 January to 31 December.

(III) Operation cycle

The Company mainly develops real estate products for sale and rental, and its operation cycle is usually from land purchase to completion and sale or rental of developed products and recovery of cash or cash equivalents, usually longer than 12 months.

(IV) Recording currency

The Company uses Renminbi as the recording currency.

(V) Accounting for merger of enterprises under and not under the same control

  1. Accounting for merger of enterprises under the same control

The assets and liabilities acquired by the Company through merger with other enterprise are measured as per the book value of the merged party in the consolidated financial statements of the ultimate controller on the date of merger. The Company adjusts the capital reserve based on the difference between the share of the book value of the owners’ equity of the merged party in the consolidated financial statements of the ultimate controller and the book value of the paid consideration for merger or the aggregate book value of shares issued; in case of capital reserve insufficient for writedown, the retained earnings will be adjusted.

— 359 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Accounting for merger of enterprises not under the same control

The difference of the merger cost of the Company above the share of the fair value of identifiable net assets of the acquired party obtained through merger on the date of acquisition is recognized as goodwill; in case the merger cost of the Company is below the share of the fair value of identifiable net assets of the acquired party obtained through merger, the measurement of the fair value of various obtained identifiable assets, liabilities and contingent liabilities of the acquired party and the merger cost should be reviewed first, and if the merger cost is still lower than the share of the fair value of identifiable net assets of the acquired party obtained through merger after review, the difference is included in profit or loss.

(VI) Preparation method of consolidated financial statements

The parent company incorporates all subsidiaries under its control into the consolidation scope of the consolidated financial statements. Based on the financial statements of the parent company and subsidiaries thereof, the consolidated financial statements are prepared by the parent company according to other relevant data and the Accounting Standards for Business Enterprises No. 33 — Consolidated Financial Statements .

(VII) Classification of joint arrangement and accounting for joint operation

  1. Joint arrangement is classified as either a joint operation or a joint venture.

  2. When the Company is a joint operator, the following items relating to the interests in the joint operation are recognized:

  3. (1) Recognize the assets held separately, as well as the assets held jointly as per the shares;

  4. (2) Recognize the liabilities assumed separately, as well as liabilities shared commonly as per the shares;

  5. (3) Recognize the revenue from sales of shares of the joint operation held by the Company;

  6. (4) Recognize the revenue from sales of assets of the joint operation as per the shares held by the Company;

  7. (5) Recognize the expenses incurred separately, as well as expenses incurred to the joint operation as per the shares held by the Company.

(VIII) Standards for determining cash and cash equivalents

Cash stated in the cash flow statement refers to cash on hand and deposits that can be readily withdrawn on demand. Cash equivalent refers to investment that is short in term, highly mobile, easily convertible into given amount of cash and subject to an insignificant risk of change in value.

— 360 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (IX) Translation of foreign currency businesses and foreign currency financial statements

  • Translation of foreign currency businesses

At the time of initial recognition, foreign currency transactions are translated into RMB amount at the spot exchange rate on the transaction date. On the balance sheet date, foreign currency monetary items are translated at the spot exchange rate on that date, and the exchange difference arising from different exchange rates is included in profit or loss except the exchange difference arising from the specific-purpose foreign currency loan principals and interests relating to setup of assets meeting the capitalization conditions; foreign currency non-monetary items measured at historical cost are translated at the spot exchange rate on the transaction date, without changing its RMB amount; foreign currency non-monetary items measured at fair value are translated at the spot exchange rate on the date of determination of fair value, with the difference recognized in profit or loss or other consolidated revenue.

  1. Translation of foreign currency financial statements

The assets and liabilities in the balance sheet are translated at the spot exchange rate on the balance sheet date; the owners’ equity excluding “undistributed profit” is translated at the spot exchange rate on the transaction date; and the revenues and expenses in the income statement are translated at the exchange rate approximate to the spot exchange rate on the transaction date. The aforesaid translation differences in foreign currency financial statements are stated as other consolidated revenues.

(X) Financial instruments

  1. Classification of financial assets and financial liabilities

At the time of initial recognition, financial assets are classified into financial assets measured at fair value with changes in fair value included in profit or loss(including tradable financial assets and financial assets specified to be measured at fair value with changes in fair value included in profit or loss at the time of initial recognition), held-to-maturity investments, loans and receivables, and available-for-sale financial assets.

At the time of initial recognition, financial liabilities are classified into financial liabilities measured at fair value with changes in fair value included in profit or loss (including tradable financial liabilities and financial liabilities specified to be measured at fair value with changes in fair value included in profit or loss at the time of initial recognition), and other financial liabilities.

— 361 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Recognition basis, measurement method and conditions for derecognition of financial assets and financial liabilities

A financial asset or financial liability is recognized when the Company becomes a party to the contract of financial instrument. At the time of initial recognition, financial assets or financial liabilities are measured at fair value; the relevant transaction expenses relating to financial assets and financial liabilities measured at fair value with changes in fair value included in profit or loss are directly included in profit or loss; the relevant transaction expenses relating to other financial assets or financial liabilities are stated as initially recognized amount.

The Company makes subsequent measurement on the financial assets at fair value and does not deduct any transaction expenses arising in future due to disposal of the financial assets, except in the following circumstances:

  • (1) held-to-maturity investments and loans and receivables are measured at amortized cost by the effective interest rate;

  • (2) equity instrument investment which has no quote in an active market and the fair value of which cannot be measured reliably and derivative financial assets that relate to the equity instrument and should be settled by delivery of the equity instrument are measured on the basis of cost. The Company makes subsequent measurement on the financial liabilities at amortized cost by the effective interest rate, except in the following circumstances:

  • (1) financial liabilities measured at fair value with changes in fair value included in profit or loss are measured at fair value, and any transaction expenses which may arise at the settlement of financial liabilities in future are not deducted;

  • (2) derivative financial liabilities, which relate to equity instrument which has no quote in an active market and the fair value of which cannot be measured reliably, and which should be settled by delivery of the equity instrument are measured on the basis of cost;

  • (3) for the financial guarantee contracts which are not financial liabilities designated to be measured at fair value with changes in fair value included in profit or loss, or the loan commitments which are not designated to be measured at fair value with changes in fair value included in profit or loss and which will enjoy a loan interest rate lower than the market level, a subsequent measurement should be made by the higher of the following two amounts after the initial recognition:

    • 1) amount determined according to the Accounting Standards for Business Enterprises No. 13 — Contingencies ;

    • 2) balance of the initially recognized amount minus the accumulative amortization amount determined according to the Accounting Standards for Business Enterprises No. 14 — Revenue .

— 362 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Gains or losses arising from change in fair value of financial assets or financial liabilities other than those relating to hedging are disposed of as follows:

  • (1) gains or losses arising from change in fair value of financial assets or financial liabilities measured at fair value with changes in fair value included in profit or loss are stated as revenues from change in fair value; interest or cash dividend obtained while the assets are held is recognized as return on investment; at the time of disposal, the difference between the amount actually received and the amount initially entered into account is recognized as return on investment, and the revenue from change in fair value is adjusted at the same time.

  • (2) Change in fair value of available-for-sale financial assets is stated as other consolidated revenue; interest calculated by effective interest rate method during the holding period is stated as return on investment; cash dividend of available-for-sale equity instrument investment is stated as return on investment when the invested entity announces distribution of dividend; at the time of disposal, the difference between the amount actually received and the book value minus the accumulative amount of the change in fair value originally stated as other consolidated revenue is recognized as return on investment.

If the contract right to collect cash flow from a certain financial asset is terminated or if almost all the risks and returns relating to the ownership of the financial asset have been transferred, the financial asset should be derecognized; if the current obligation of a financial liability is exempted in part or in whole, the financial liability or part thereof should be derecognized accordingly.

  1. Recognition basis and measurement method of transfer of financial assets

If the Company has transferred almost all the risks and returns relating to the ownership of a financial asset to the transferee, it should derecognize the financial asset; if the Company reserves almost all the risks and returns relating to the ownership of a financial asset, it should continue to recognize the transferred financial asset and recognize the consideration received as a financial liability. If the Company has neither transferred nor reserved almost all the risks and returns relating to the ownership of a financial asset, relevant disposal should be made as follows, respectively:

  • (1) if the Company gives up the control over the financial asset, it should derecognize the financial asset;

  • (2) if the Company does not give up the control over the financial asset, it should recognize the relevant financial asset according to the extent of its continuous involvement in the transferred financial asset, and the relevant liability should be recognized accordingly.

If the transfer of an entire financial asset satisfies the conditions for derecognition, the difference between the amounts of the following two items should be included in profit or loss:

  • (1) the book value of the transferred financial asset;

— 363 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) the sum of consideration received from the transfer and the accumulative amount of the change in fair value originally stated as owners’ equity. If the transfer of partial financial asset satisfies the conditions for derecognition, the entire book value of the transferred financial asset should, between the portion which has been derecognized and the portion which has not been derecognized, be amortized according to their respective fair values, and the difference between the amounts of the following two items should be included in profit or loss:

    • (1) the book value of the portion which has been derecognized;

    • (2) the sum of consideration of the portion which has been derecognized and the accumulative amount of the change in fair value originally stated as owners’ equity, corresponding to the portion which has been derecognized.

  • Determination methods of fair value of financial assets and financial liabilities

The Company uses evaluation techniques which apply to the current circumstance and are supported by enough available data and other information to determine the fair value of relevant financial assets and financial liabilities. The Company divides the input values used by evaluation techniques into the following levels and uses them in sequence:

  • (1) The input value at the first level is the unadjusted quote in an active market for the same assets or liabilities which can be obtained on the date of measurement;

  • (2) The input value at the second level is the directly or indirectly observable input value of relevant assets or liabilities other than the input value at the first level, including quote for similar assets or liabilities in an active market; quote for identical or similar assets or liabilities in a market that is not active; other observable input value other than quote, e.g. interest rates and yield curves observable at commonly quoted intervals; market-corroborated input value;

  • (3) The input value at the third level is the unobservable input value of relevant assets or liabilities, including interest rate which cannot be observed directly or corroborated by observable market data, stock volatility, future cash flow of retirement obligation assumed during merger of enterprises, financial forecast made based on its own data, etc.

  • Impairment test of financial assets and method of withdrawal of provision for impairment

  • (1) The Company should check the book value of financial assets other than those measured at fair value with changes in fair value included in profit or loss on the balance sheet date, and the provision for impairment should be withdrawn if there is objective evidence showing the financial assets have suffered impairment.

  • (2) For held-to-maturity investments, loans and receivables, the financial asset whose amount is significant individually should experience the independent impairment test; the financial asset whose amount is insignificant individually may experience the impairment test

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FINANCIAL INFORMATION OF JINKE PROPERTY

independently or be included in portfolios of financial assets with similar credit risk features so as to carry out an impairment test; if, upon the independent test, the financial assets (including those financial assets whose amount is significant and insignificant individually) have not been impaired, they should be included in portfolios of financial assets with similar credit risk features so as to conduct an impairment test. If the test result shows impairment has happened, the impairment loss is determined as per the difference of the book value above the present value of the expected future cash flow.

  • (3) Available-for-sale financial assets

  • 1) Objective evidence showing investment in available-for-sale debt investment has been impaired includes:

    • ① Serious financial difficulty of the debtor;

    • ② A breach of contract by the debtor, such as a default or delay in interest or principal payment;

    • ③ The Company, for economic and legal reasons relating to the debtor’s financial difficulty, granting a concession to the debtor;

    • ④ It becoming probable that the debtor will enter bankruptcy or other financial reorganization;

    • 5 The disappearance of an active market for the debt instrument because of financial difficulties of the debtor;

    • ⑥ Other evidence showing the available-for-sale debt instrument has been impaired.

  • 2) Objective evidence showing available-for-sale equity instrument investment has been impaired includes the significant or non-transient drop in the fair value of investment in equity instrument and significant adverse change in the technical, market, economic or legal environment, etc. in which the invested entity operates, indicating that the cost of the investment may not be recovered by the Company.

The Company conducts independent check on various available-for-sale equity instrument investments on the balance sheet date. For the equity instrument investment measured at cost, the Company determines whether the equity instrument has been impaired factoring whether the technical, market, economic or legal environment in which the invested entity operates, experiences significant adverse change.

If the available-for-sale equity instrument measured at cost has been impaired, the difference between the book value of the equity instrument investment and the present value of the future cash flow discounted at the current market yield rate of similar financial assets is recognized as impairment loss and included in profit or loss, and the impairment loss incurred should not be restated once recognized.

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APPENDIX II

  • (XI) Receivables

  • Receivables whose amount is significant individually and for which provision for bad debts is withdrawn individually

Basis or amount standard for determining a receivable with significant amount

RMB10 million or above

  • Withdrawal method for Impairment test is conducted separately, and provision for bad receivables whose amount is debts is withdrawn as per the difference of the present value significant individually and for of the future cash flow below the book value. which provision for bad debts is withdrawn individually

  • Receivables for which the provision for bad debts is withdrawn by combination of credit risk features

  • (1) Basis for combination determination of Specific combination and withdrawal method for provision for bad debts

Age combination

Receivables with same account age have similar credit risk features

Cash deposit portfolio

Deposits

Combination of transactions with Receivables from connected parties in the consolidation scope connected parties in the consolidation scope

Withdrawal method for provision for bad debts by combination of credit risk features

Age combination Age analysis method

Cash deposit portfolio Impairment test is conducted separately, and provision for bad debts is withdrawn as per the difference of the present value of the future cash flow below the book value.

Combination of transactions with Impairment test is conducted separately, and provision for bad connected parties in the debts is withdrawn as per the difference of the present value consolidation scope of the future cash flow below the book value.

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APPENDIX II

  • (2) Age analysis method
Withdrawal Withdrawal
percentage of percentage of
accounts other
receivable receivables
Age (%) (%)
Within 1 year (inclusive, same below) 1 1
1-2 years 5 5
2-3 years 20 20
3-5 years 50 50
Above 5 years 100 100
  1. Receivables whose amount is insignificant individually but for which provision for bad debts is withdrawn individually

Reasons for withdrawing The present value of the future cash flow of receivables provision for bad debts significantly differs from that of the receivable combination individually with credit risk features Withdrawal method for provision Provision for bad debts is withdrawn as per the difference of for bad debts the present value of the future cash flow below the book value.

For other receivables including notes receivable, interests receivable and long-term receivables, provision for bad debts is withdrawn as per the difference of the present value of the future cash flow below the book value.

(XII) Inventories

  1. Classification of inventories

Inventories include the land for development held for sale or use during development and operation, developed products, developed products which are intended to be sold but are temporarily rented, products to be developed, short-term house, material inventory, equipment inventory and low-value consumables, as well as development cost during development. In particular, the products to be developed refer to the land which has been purchased and is determined to be developed into the completed, developed product. If the project is developed as a whole, the products to be developed should be fully stated in the development cost; if the project is developed by phase, the land for phased development should be partially stated in the development cost, and the undeveloped land in later phase is kept in the product to be developed.

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APPENDIX II

  1. Method for appraising outgoing inventories

  2. (1) Outgoing materials and equipment should be appraised by weighted average method at the end of month.

  3. (2) During project development, the land for development should be amortized as per the land area of the developed products and be stated in the development cost of the project.

  4. (3) Accounting for the developed products should be carried out by floor area averaging method.

  5. (4) The developed products which are intended to be sold but are temporarily rented and the short-term houses are amortized evenly on a straight line basis over the expected service life of the Company’s fixed assets of the same type.

  6. (5) If the public supporting facilities are completed earlier than relevant developed products, after completion settlement, the public supporting facilities should be amortized as per floor area of relevant development project and be stated in the development cost of relevant development project; if the public supporting facilities are completed later than relevant developed products, the expenses for public supporting facilities should be accrued by relevant developed products first, and then the cost of relevant developed product should be adjusted as per the difference between the actual amount and the accrued amount after completion settlement of the public supporting facilities.

  7. Determination basis of net realizable value of inventories

On the balance sheet date, inventories are measured by the lower of cost and net realizable value, and provision for inventory depreciation is withdrawn as per the difference by which the inventory cost is higher than the net realizable value. The net realizable values of inventories for direct sales are determined by the estimated selling prices of the inventories minus estimated sales expenses and related taxes during normal production and operation; the net realizable values of inventories needing to be processed are determined by the estimated selling prices of finished goods made from the said inventories minus the estimated costs to be incurred until completion, estimated sales expenses and related taxes during normal production and operation; in case the price of part of an inventory is specified in the contract but that of the other parts under the same account is not specified in the contract by the balance sheet date, their net realizable values are determined separately and compared with their corresponding costs in order to determine the amount for withdrawal or reversal of provision for inventory depreciation.

  1. Stocktaking system for inventories

Stocktaking is based on perpetual inventory system.

  1. Amortization of low-value consumables

Low-value consumables are amortized by lump sum.

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APPENDIX II

(XIII) Assets classified as held-for-sale assets

The Company classifies the non-current assets (excluding financial assets) meeting the following conditions as held-for-sale assets:

  1. the component part must be available for immediate sales under the current conditions merely according to general and common terms on sale of the component part;

  2. a resolution has been made regarding disposal of the component part;

  3. an irrevocable transfer agreement has been signed with the transferee;

  4. the transfer is very likely to be completed within a year.

(XIV) Long-term equity investment

  1. Determination of joint control and significant influence

Joint control is the contractually agreed sharing of control over an arrangement, and exists only when the activities relating to the arrangement require the unanimous consent of the parties sharing control. Significant influence is the power to participate in decisions of the financial and operating policies of the invested entity but is not control or joint control over formulation of those policies with other parties.

  1. Determination of investment cost

  2. (1) Regarding merger of enterprises under the same control, the merging party takes cash payment, transfer of non-cash assets, bearing of liability, or issue of equity securities as consideration for merger, the share of the book value of owners’ equity of the merged party obtained on the date of merger in the consolidated financial statements of the ultimate controller is taken as the initial investment cost thereof. The capital reserve is adjusted as per the difference between the initial investment cost of the long-term equity investments and the book value of the paid consideration for merger or the aggregate book value of shares issued; in case of capital reserve insufficient for writedown, the retained earnings will be adjusted.

When long-term equity investment is obtained through merger of enterprises under the same control achieved by multiple transactions in stages, the Company determines whether it is a “package deal”. If it is a “package deal”, various transactions are considered as a transaction for acquisition of control in accounting. If it is not a “package deal”, on the date of merger, the initial investment cost is recognized at the share of the book value of net assets of the merged party in the consolidated financial statements of the ultimate controller. The capital reserve is adjusted as per the difference between the initial investment cost of the long-term equity investments on the date of merger and the sum of the book value of the long-term equity investment before merger and the book value of the paid consideration for the newly acquired shares on the date of merger; in case of capital reserve insufficient for writedown, the retained earnings will be adjusted.

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APPENDIX II

  • (2) For the merger of enterprises not under the same control, the fair value of the paid consideration for merger is taken as the initial investment cost on the date of acquisition.

When the long-term equity investment is obtained through merger of enterprises not under the same control achieved by multiple transactions in stages, the Company determines whether it is stated in a stand-alone financial statement or the consolidated financial statements in accounting.

  - 1) In a stand-alone financial statement, the sum of the book value of the previously held equity investments and the new investment cost is taken as the initial investment cost stated by cost method.

  - 2) In the consolidated financial statements, the Company determines whether it is a “package deal”. If it is a “package deal”, various transactions are considered as a transaction for acquisition of control in accounting. If it is not a “package deal”, for the equity of the acquired party held before the date of acquisition should be re-measured at the fair value of the equity on the date of acquisition, and the difference between the fair value and the book value is stated as current return on investment; if the equity of the acquired party held before the date of acquisition involves other consolidated revenue stated by equity method, other consolidated revenue relating thereto should be reclassified as current revenue on the date of acquisition, excluding other consolidated revenue arising from change in net liabilities or net assets from remeasurement of defined benefit plan by the invested party.
  • (3) Long-term equity investment obtained through ways other than merger of enterprises: For acquisition by cash payment, the acquisition price actually paid is taken as the initial investment cost; for acquisition by issue of equity securities, the fair value of the equity securities issued is taken as the initial investment cost; for acquisition by debt reorganization, the initial investment cost is determined in accordance with the Accounting Standards for Business Enterprises No. 12 — Debt Reorganization ; for acquisition by exchange of non-monetary assets, the initial investment cost is determined in accordance with the Accounting Standards for Business Enterprises No. 7 — Exchange of Non-monetary Assets .

  • Subsequent measurement and method for recognizing gain/loss

Long-term equity investments in invested entities are stated using the cost method; long-term equity investments in associated enterprises and joint ventures are stated using the equity method.

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APPENDIX II

  1. Accounting for disposal of investments in subsidiaries through multiple transactions in stages, resulting in loss of control

  2. (1) Stand-alone financial statement

The difference between the book value of the disposed equity and the consideration actually obtained is included in profit or loss. The residual equity in the invested entities with material impact or joint control with other party is stated by the equity method; the residual equity in the invested entities without control, joint control or material impact is recognized as financial assets and stated in accordance with relevant provisions of the Accounting Standards for Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments .

  • (2) Consolidated financial statements

  • 1) Disposal of investments in subsidiaries through multiple transactions in stages resulting in loss of control, which transactions are not “package deal”

Before loss of control, the capital reserve (capital premium) should be adjusted as per the difference between the disposal price and net asset share continuously calculated as from the date of acquisition or merger and held in the subsidiaries after disposal of long-term equity investment. If the capital premium is insufficient for writedown, the retained earnings should be written down. If the control over the original subsidiaries is lost, the remaining equity should be recalculated as per its fair value on the date when the control is lost. The difference obtained after the sum of consideration obtained from disposal of equity and fair value of the remaining equity is subtracted by the share of net assets that are continuously calculated as per the original shareholding percentage as from the date of acquisition or merger and should be enjoyed in the original subsidiaries should be stated as return on investment in the period when the control is lost and be used for writedown of goodwill. Other consolidated revenue related to the original subsidiaries’ equity investment should be converted into current investment income at the time of loss of control.

  • 2) Disposal of investments in subsidiaries through multiple transactions in stages resulting in loss of control, which transactions are “package deal”

Various transactions should be accounted by taking them as a deal of disposal of the subsidiaries resulting in loss of control. However, before loss of control, the difference between each disposal consideration and net asset share that should be enjoyed in the subsidiaries after disposal of investment should be recognized as other consolidated revenue in the consolidated financial statements and be transferred to profit or loss at the time of loss of control.

(XV) Investment properties

  1. Investment properties include the right to use land already rented, the right to use land held and prepared for transfer after appreciation and buildings already rented.

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APPENDIX II

  1. Investment properties are initially measured at cost and subsequently measured as per the cost pattern, and relevant withdrawal of provision for depreciation or amortization is carried out by the same method for fixed assets and intangible assets.

  2. Investment properties are initially measured at cost and subsequently measured as per the fair value pattern. For investment properties subsequently measured as per the fair value pattern, the basis for selection of accounting policies is:

  3. (1) There is an active real estate transaction market at the location of the investment properties.

  4. (2) The Company can obtain the market price and other relevant information of the same type or similar type of real estate from the real estate transaction market, so as to make a reasonable estimate of the fair value of the investment properties.

The Company neither withdraws provisions for depreciation of investment properties nor amortizes investment properties. It adjusts the book values of the investment properties based on their fair values on the balance sheet date and the difference between fair value and the original book value should be included in profit or loss.

When the Company has concrete evidence showing that the purpose of the investment properties is changed and transforms the investment properties into self-used properties, the book value of the self-used properties is the fair value on the date of transformation and the difference between the fair value and the original book value should be included in profit or loss. When the Company transforms self-used properties or inventories into investment properties measured as per the fair value pattern, the investment properties should be measured as per the fair value on the date of transformation. If the fair value on the date of transformation is less than the original book value, the difference should be included in profit or loss. If the fair value on the date of transformation is more than the original book value, the difference should be stated as capital reserve.

(XVI) Fixed assets

  1. Conditions for recognition of fixed assets

Fixed assets are tangible assets held for the purpose of commodity production, labor provision, lease or operation management and used for more than one fiscal year. Fixed assets are recognized when economic benefits are likely to flow in and their costs can be measured reliably.

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FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Method of depreciation of fixed assets
Annual
Term of Residual depreciation
depreciation rate rate
Category Method of depreciation (year) (%) (%)
Houses and buildings Average service life 35 5 2.71
method
Decoration of houses and Average service life 6 16.67
buildings method
Machinery & equipment Average service life 10 5 9.5
method
Power generation related Average service life 20 5 4.75
equipment method
Electronic equipment Average service life 5 5 19
method
Household appliances Average service life 5 5 19
method
Means of transport Average service life 5 5 19
method
Other equipment Average service life 5 5 19
method

(XVII) Construction in progress

  1. Construction in progress is recognized when economic benefits are likely to flow in and their costs can be measured reliably. Construction in progress is measured as per the actual cost incurred before the said assets built reach their intended condition for use.

  2. When the construction in progress has reached the intended condition for use, it will be treated as fixed assets as per the actual construction cost. If the construction in progress has reached the intended condition for use but completion accounting is not carried out, the construction in progress should be first treated as fixed assets as per the estimated value. After completion accounting is carried out, the original estimated value should be adjusted as per the actual cost, but the provision for depreciation withdrawn should not be adjusted.

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APPENDIX II

(XVIII) Borrowing costs

  1. Principle for recognition of capitalization of borrowing costs

If the borrowing costs incurred to the Company can be directly attributed to purchase and construction or production of assets qualified for capitalization, they should be capitalized and stated as relevant asset costs. Other borrowing costs should be recognized as expenses at the time of incurrence and included in profit or loss.

  1. Capitalization period of borrowing costs

  2. (1) When the borrowing costs meet the following conditions simultaneously, they should be capitalized: 1) asset expenditure has occurred; 2) borrowing cost has occurred; 3) the purchase and construction or production activities needed for bringing the assets into their intended condition for use or sale have been commenced.

  3. (2) If the purchase and construction or production of the assets qualified for capitalization are discontinued abnormally, and the discontinuation lasts for over three months, capitalization of the borrowing costs should be suspended. Borrowing costs incurred during discontinuation should be recognized as current expenses until the purchase and construction or production activities resume.

  4. (3) When the assets qualified for capitalization under purchase and construction or production reach their intended condition for use or sale, capitalization of the borrowing costs should be ceased.

  5. Capitalization rate and amount of borrowing costs

If special loans are borrowed for purchase and construction or production of assets qualified for capitalization, the amount obtained after the interest expenses (including amortization of discount or premium determined by the effective interest rate method) actually incurred in the period when the special loans are borrowed are subtracted by the interest income from depositing the unused borrowings in the bank or return on temporary investment with the unused borrowings should be recognized as the interest amount that should be capitalized. If the general loans are occupied for the purchase and construction or production of assets qualified for capitalization, the interest amount of general loans that should be capitalized should be calculated and determined based on the weighted average of the surplus between accumulated asset expenditure and the asset expenditure of special loans times the capitalization rate of the occupied general loans. Capitalization rate is calculated and determined as per the weighted average effective interest rate for general loans.

(XIX) Intangible assets

  1. Intangible assets including land use right, software and trademark right should be initially measured as per cost.

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FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Intangible assets with limited service life should be amortized systematically and reasonably in their service lives as per the expected form of realization of economic benefits relating to the said intangible assets. If the form of realization cannot be reliably determined, the intangible assets should be amortized on a straight-line basis. Specific service lives are as follows:
Amortization term
Item (year)
Land use right 30-50
Software 5
Trademark right 5

(XX) Impairment of some long-term assets

If there are signs that impairment of long-term assets such as long-term equity investments, fixed assets, construction in progress and intangible assets with limited service life may occur on the balance sheet date, their recoverable amount should be estimated. Regarding goodwill resulting from business merger and intangible assets with indefinite service life, impairment test should be conducted every year regardless whether there is any sign of impairment. The goodwill should, together with the related asset group or combination of asset group, be subject to the impairment test.

If the recoverable amount of the abovementioned long-term assets is lower than their book value, the difference should be recognized as provision for impairment and included in profit or loss.

(XXI) Long-term expenses to be amortized

Long-term expenses refer to expenses incurred which have an amortization term of more than one year (exclusive). Long-term expenses to be amortized are stated at the amount actually incurred, and amortized evenly by stages in the benefit period or specified period. If long-term expenses to be amortized are not beneficial to subsequent accounting periods, the remaining value of the items after amortization should be transferred to profit or loss.

(XXII) Remuneration of employees

  1. Remuneration of employees includes short-term remuneration, post-employment benefits, termination benefits and other long-term employee benefits.

  2. Accounting for short-term remuneration

During the accounting period when the employees serve the Company, the short-term remuneration actually incurred should be recognized as liability and included in profit or loss or relevant asset cost.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Accounting for post-employment benefits

Post-employment benefits include defined contribution plan and defined benefit plan.

  • (1) During the accounting period when the employees serve the Company, the amount to be contributed as calculated according to the defined contribution plan should be recognized as liabilities and included in profit or loss or relevant asset cost.

  • (2) Accounting for defined benefit plan should usually include the following procedures:

    • 1) According to the expected cumulative unit credit method, relevant demographic variable and financial variable should be estimated based on unbiased and mutually consistent actuarial assumption, so as to calculate the obligations resulting from the defined benefit plan and determine the period of relevant obligations. Meanwhile, the obligations resulting from the defined benefit plan are discounted so as to determine the present value of obligations resulting from the defined benefit plan and current service cost;

    • 2) If the defined benefit plan has assets, the deficit or surplus obtained after the present value of obligations resulting from the defined benefit plan is subtracted by the fair value of assets of the defined benefit plan should be recognized as a net liability or net asset of the defined benefit plan. If the defined benefit plan has surplus, the net assets of the defined benefit plan should be measured based on the lower of surplus and asset limit of the defined benefit plan;

    • 3) At the end of the period, the employee remuneration cost resulting from the defined benefit plan should be recognized as service cost, net interest of net liabilities or net assets of the defined benefit plan, and change resulting from recalculation of net liabilities or net assets of the defined benefit plan. In particular, the service cost and the net interest of the net liabilities or net assets of the defined benefit plan should be included in profit or loss or relevant asset cost. Change resulting from recalculation of the net liabilities or net assets of the defined benefit plan should be included in other consolidated income and should not be reversed to profit or loss in subsequent accounting period, but the amount recognized as other consolidated income may be transferred within the equity scope.

  • Accounting for termination benefit -: regarding termination benefits provided to the employees, liabilities of employee remuneration resulting from termination benefits should be recognized at the earlier of the following dates and included in profit or loss: (1) when the Company cannot unilaterally cancel the termination benefits provided due to cancellation of labor relation plans or cutdown proposals; (2) when the Company recognizes costs or expenses relating to restructuring involving payment of termination benefits.

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APPENDIX II

  1. Accounting for other long-term employee benefits

If other long-term benefits provided to employees comply with defined contribution plan, accounting should be carried out according to the relevant provisions of the defined contribution plan; other long-term benefits should be accounted according to the relevant provisions of the defined benefit plan. To simplify accounting, the employee remuneration cost arising therefrom should be recognized as service cost, and the sum of the net interest of net liabilities or net assets of other long-term employee benefits and change resulting from recalculation of net liabilities or net assets of other long-term employee benefits should be included in profit or loss or relevant asset cost.

(XXIII) Estimated liabilities

  1. Obligations resulting from contingencies such as provision of external guarantee, litigation matters, product quality assurance and loss contract are present obligations of the Company. Performance of the said obligations may lead to outflow of economic benefits from the Company. Moreover, when the amount of the said obligations can be measured reliably, the Company should recognize the obligations as estimated liabilities.

  2. The Company should initially measure the estimated liabilities based on the best estimate it needs to pay for performance of relevant present obligations and review the book value of the estimated liabilities on the balance sheet date.

(XXIV) Share-based payment

  1. Type of share-based payment

Share-based payment consists of equity-settled share-based payment and cash-settled share-based payment.

  1. Relevant accounting for implementation, revision and termination of share-based payment plans

  2. (1) Equity-settled share-based payment

As to an equity-settled share-based payment in return for services of employees, if the right may be exercised immediately after the grant, the fair value of the equity instruments should, on the date of grant, be stated as the relevant cost or expense and the capital reserves should be adjusted accordingly. As to an equity-settled share-based payment in return for services of employees, if the right cannot be exercised until the vesting period comes to an end or until the prescribed performance conditions are met, then on each balance sheet date within the vesting period, the services obtained in the current period should, based on the best estimate of the number of vested equity instruments, be stated as relevant costs or expenses at the fair value of the equity instruments on the date of grant and the capital reserves should be adjusted accordingly.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Regarding equity-settled share-based payment in return for services of other parties, if the fair value of the service of any other party can be measured reliably, the equity-settled share-based payment should be measured as per the fair value of the service of the other party on the date of acquisition. If the fair value of the service of any other party cannot be measured reliably, but the fair value of the equity instruments can be measured reliably, the equity-settled share-based payment should be measured as per the fair value of the equity instruments on the date of the service acquisition and be stated as relevant cost or expense, and the owner’s equities should be increased accordingly.

(2) Cash-settled share-based payment

As to a cash-settled share-based payment in return for services of employees, if the right may be exercised immediately after the grant, the cash-settled share-based payment should be stated as relevant cost or expense as per the fair value of the liabilities undertaken by the Company on the date of grant, and the liabilities should be increased accordingly. As to a cash-settled share-based payment in return for services of employees, if the right cannot be exercised until the vesting period comes to an end or until the prescribed performance conditions are met, on each balance sheet date within the vesting period, the services obtained in the current period should, based on the best estimate of the information about the exercisable right, be stated as relevant costs or expenses and the corresponding liabilities at the fair value of the liabilities undertaken by the Company.

(3) Revision and termination of the share-based payment plans

If the revision leads to increase in the fair value of the equity instruments granted, the Company should recognize the increase of the services obtained according to the increase in the fair value of the equity instruments. If the revision leads to increase in the number of the equity instruments granted, the Company should recognize the fair value of the increased equity instruments as increase of the services obtained. If the Company changes the vesting conditions in a mode favourable to the employees, the Company should take into account the vesting conditions after change in dealing with the vesting conditions.

If the revision leads to decrease in the fair value of the equity instruments granted, the Company should continue to recognize the amount of the services obtained based on the fair value of the equity instruments on the date of grant, without considering the decrease in the fair value of the equity instruments. If the revision leads to decrease in the number of equity instruments, the Company should regard the decrease as cancellation of the equity instruments granted. If the Company changes the vesting conditions in a mode unfavourable to the employees, the Company may not consider the vesting conditions after change in dealing with the vesting conditions.

If the Company cancels or settles the equity instruments granted in the vesting period (except for cancellation due to failure to meet vesting conditions), the Company should speed up dealing with the exercisable right based on the cancellation or settlement and immediately recognize the amount to be recognized in the remaining vesting period.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

(XXV) Other financial instruments including preferred stocks and perpetual bonds

According to standards relating to financial instruments and Provisions on the Distinction between Financial Liability and Equity Instruments and the Relevant Accounting Treatment (Cai Kuai [2014] No. 13), regarding the financial instruments like perpetual bonds, the Company should, according to the contract terms of the financial instruments issued and the economic essence they reflect rather than based on legal form only, and with reference to the definitions of financial assets, financial liabilities and equity instruments, classify such financial assets or their constituents as financial assets, financial liabilities or equity instruments at the time of initial recognition.

On the balance sheet date, regarding financial instruments classified as equity instruments, their interest expense or dividend payout should be used for the Company’s profit distribution and their repurchase and cancellation should be taken as equity change; regarding financial instruments classified as financial liabilities, their interest expense or dividend payout should be taken as borrowing cost and the gains or losses resulting from their repurchase or redemption should be included in profit or loss.

(XXVI) Accounting for maintenance funds

According to the relevant provisions at the location of the developed projects, the maintenance funds should be withdrawn and included by the Company in the development costs of relevant developed projects at the time of sale (presale) of the developed projects and uniformly turned in to the maintenance fund management department.

(XXVII) Accounting for quality assurance funds

The quality assurance funds should be deducted from the project payment for the construction unit according to the construction contracts. Maintenance expense incurred in the warranty period of the developed projects should be written down by the quality assurance funds. The balance of the quality assurance funds should be returned to the construction unit upon expiry of the specified warranty period of the developed projects.

(XXVIII) Revenue

  1. Revenue recognition principle

(1) Sales of commodities

Revenue from sales of commodities should be recognized when the following conditions are simultaneously satisfied: (1) the major risks and rewards concerning the ownership of the commodities are transferred to the buyers; (2) the Company no longer reserves the continuous management right generally related to ownership, or implements effective control over the commodities sold; (3) the amount of revenue can be measured reliably; (4) relevant economic benefits are likely to flow in; (5) relevant costs incurred or to be incurred can be measured reliably.

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APPENDIX II

(2) Provision of labor

If the transaction result of provision of labor can be measured reliably on the balance sheet date (the amount of revenue can be measured reliably, relevant economic benefits are likely to flow in, the progress of completion of transaction can be determined reliably, and the costs incurred and to be incurred can be measured reliably), the revenue from provision of labor should be recognized by the percentage-of-completion method and the progress of completion of transaction for provision of labor should be determined based on measurement of the completed work. If the transaction result of provision of labor cannot be measured reliably on the balance sheet date, and the labor cost incurred can be made up upon prediction, the amount of the labor cost incurred should be recognized as revenue from provision of labor and the labor cost should be carried over as per the same amount. If the labor cost incurred cannot be made up upon prediction, the labor cost incurred should be included in profit or loss and the labor revenue should not be recognized.

(3) Transfer of right to use assets

Revenue from transfer of right to use assets should be recognized when relevant economic benefits are likely to flow in and the amount of revenue can be measured reliably. Interest revenue should be determined as per the time of use of the Company’s monetary funds by others and the actual interest rate. Royalty revenue should be calculated and determined as per the charging time and method specified in relevant contract or agreement.

(4) Construction contracts

  • 1) If the result of the construction contracts can be measured reliably on the balance sheet date, the contract revenue and contract expenses should be recognized by the percentage-of-completion method. If the result of the construction contracts cannot be measured reliably on the balance sheet date, and the contract cost can be recovered, the contract revenue should be recognized as per the actual contract cost that can be recovered and the contract cost should be recognized as contract expense in the period when it is incurred. If the contract cost cannot be recovered, it should be immediately recognized as contract expense when it is incurred and the contract revenue should not be recognized.

  • 2) The result of the fixed price contract can be measured reliably when the following conditions are simultaneously satisfied: the total contract revenue can be measured reliably, the contract-related economic benefits are likely to flow in, the contract cost actually incurred can be distinguished clearly and measured reliably, the progress of contract completion and the costs to be incurred for completion of contract can be measured reliably. The result of the cost-plus contract can be measured reliably when the following conditions are simultaneously satisfied: the contract-related economic benefits are likely to flow in and the contract cost actually incurred can be distinguished clearly and measured reliably.

  • 3) The method for determining the progress of contract completion should be based on the percentage of the accumulative cost actually incurred in the total estimated contract cost.

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APPENDIX II

  • 4) If the estimated total contract cost exceeds the total contract revenue on the balance sheet date, the estimated loss should be recognized as current expense. Regarding construction contracts under performance, the difference thereof should be withdrawn for provisions for inventory depreciation. Regarding onerous contract to be performed, the difference thereof should be recognized as estimated liability.

  • Specific method for revenue recognition

  • (1) Revenue from real estate sales

When the developed projects are completed and pass acceptance inspection, the sales contract is signed, the obligations specified in the contract are fulfilled, the major risks and rewards concerning the ownership of the developed projects are transferred to the buyers, the Company should no longer reserve continuous management right generally related to ownership or implement effective control over the developed projects sold. That is, when the procedures for delivery of houses are completed or the customers can be deemed as having received the houses according to the conditions specified in the sales contract, the amount of revenue can be measured reliably and relevant economic benefits are likely to flow in, namely, the buyers’ payment proof is obtained (usually, it means the down payment in the sales contact has been received and the arrangements for the remaining house payment have been confirmed), and relevant costs incurred or to be incurred can be measured reliably, sales revenue should be recognized.

Sale of self-used houses: When major risks and rewards concerning the ownership of the self-used houses are transferred to the buyers, the Company should not reserve continuous management right generally related to ownership or implement effective control over the developed projects sold. When the amount of revenue can be measured reliably, relevant economic benefits are likely to flow in, and relevant costs incurred or to be incurred can be measured reliably, the sales revenue should be recognized.

Operating revenue of houses and projects subject to agency construction should be recognized by the percentage-of-completion method when an irrevocable construction contract has been signed for the houses and projects subject to agency construction, the economic benefits relating to the houses and projects subject to agency construction can flow into the enterprise, the stage of completion of the houses and projects subject to agency construction can be measured reliably, and the relevant costs of the houses and projects subject to agency construction can be measured reliably.

(2) Revenue from property lease

Regarding property lease, revenue from property lease should be recognized as per the lease term and rent specified in the lease contract or agreement when relevant economic benefits are likely to flow in.

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APPENDIX II

  • (3) Revenue from property management

Regarding property management, the property management revenue should be recognized when the property management service has been provided, the economic benefits relating to property management may flow into the enterprise and the costs relating to property management can be measured reliably.

(4) Revenue from electricity sales

Revenue from electricity sales should be recognized when the electricity is supplied to the provincial grid company at the location of the power plant. The Company should recognize the amount of revenue from electricity sales as per the fair value of the received or receivable contract or agreement price.

(5) Revenue from other businesses

According to the provisions of relevant contract or agreement, revenue from other businesses should be recognized when the economic benefits relating to the transaction can flow into the enterprise and the revenue-related cost can be measured reliably.

(XXIX) Government subsidies

  1. Judgment basis and accounting for assets-related government subsidies

The assets-related government subsidies refer to the government subsidies obtained by the Company and used for purchasing and constructing or otherwise forming long-term assets. The assets-related government subsidies are recognized as deferred incomes, evenly allocated in the service life of relevant assets, and included in profit or loss. However, the government subsidies measured as per nominal amount are directly included in profit or loss.

  1. Judgment basis and accounting for income-related government subsidies

The income-related government subsidies refer to government subsidies other than assets-related government subsidies. The income-related government subsidies should be recognized as deferred incomes if they are used for making up relevant expenses or losses in the subsequent period and should be included in profit or loss during the period when relevant expenses are recognized. The income-related government subsidies used for making up relevant expenses or losses incurred should be directly included in profit or loss.

(XXX) Deferred tax assets and deferred tax liabilities

  1. According to the difference between the book values of the assets and liabilities and their tax basis (if the tax basis for items not recognized as assets and liabilities can be determined according to tax law, the difference is that between the tax basis and their book values), the deferred tax assets or deferred tax liabilities should be calculated and recognized as per the prevailing tax rate during the period when the assets are expected to be recovered or the liabilities are liquidated.

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FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Deferred tax assets should be recognized when it is likely to obtain the taxable income used for deducting a deductible temporary difference. If, on the balance sheet date, there is concrete evidence showing that it is likely to obtain sufficient taxable income for deducting a deductible temporary difference in the future, the deferred tax assets unrecognized in the previous accounting periods should be recognized.

  2. If, upon review of the book value of the deferred tax assets on the balance sheet date, it is unlikely to obtain sufficient taxable income for deducting the benefit of deferred tax assets in the future, the book value of the deferred tax assets should be written down. If sufficient taxable income is likely to be obtained, the amount written down will be restated.

  3. The Company’s current income tax and deferred income tax should be taken as income tax expense or gain and included in profit or loss, but income tax resulting from the following circumstances should be excluded: (1) M&A of enterprise; (2) transactions or matters directly recognized in the owner’s equity.

(XXXI) Lease

  1. Accounting for operating lease

If the Company is a lessee, the rent should be included in relevant asset cost or recognized as current gain/loss on a straight-line basis in various sections of the lease period, and the initial direct cost should be directly included in profit or loss. Contingent rents should be included in profit or loss when they are actually incurred. If the Company is a lessor, the rent should be included in profit or loss on a straight-line basis in various sections of the lease period, and the initial direct expense incurred should be directly included in profit or loss except the large amount that will be capitalized and included in profit or loss by stages. Contingent rents should be included in profit or loss when they are actually incurred.

2. Accounting for finance leasing

If the Company is a lessee, on the start date of lease period, the Company should take the lower of the fair value of the leasing assets on the lease start date and the present value of the minimum lease payment as the entry value of the leased assets and take the minimum lease payment as the entry value of long-term receivables. The difference should be regarded as unrecognized finance fee and the initial direct expense incurred should be included in the value of the leasing assets. In various sections of the lease period, the current finance fee should be calculated and recognized by effective interest method.

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FINANCIAL INFORMATION OF JINKE PROPERTY

If the Company is a lessor, on the start date of lease period, the Company should take the sum of the minimum lease receipt on the lease start date and initial direct expense as the entry value of the finance lease receivables and record the unguaranteed residual value. The difference between the sum of the minimum lease receipt, initial direct expense and unguaranteed residual value and the sum of their present values should be recognized as unrealized financing income. In various sections of the lease period, the current financing income should be calculated and recognized by effective interest method.

(XXXII) Segment report

The Company determines business segments based on the internal organizational structure, management requirements, and internal reporting system. The business segments of the Company refer to the constituent parts meeting the following conditions at the same time:

  1. They can generate revenues and incur expenses in the daily activities;

  2. The management can regularly evaluate their operating results to determine their allocation of resources and assess their performances;

  3. Their financial position, operating results, cash flow and other relevant accounting information can be obtained through analysis.

(XXXIII) Other critical accounting policies and accounting estimates

Accounting relating to repurchase of the Company’s shares: If the Company’s shares are repurchased due to reduction of registered capital or reward for employees, the amount actually paid should be regarded as treasury shares and registered for reference. If the shares repurchased are cancelled, the difference between the total face value of shares calculated as per the face value and number of the shares cancelled and the amount actually paid for repurchase should be used to write down the capital reserve. If the capital premium is insufficient for writedown, the retained earnings should be written down. If granting the shares repurchased to employees of the Company as a reward is equity-settled share-based payment, when a payment is received after the employees exercise the right to purchase shares of the Company, the cost of treasury shares given to the employees and the accumulative amount of capital reserve (other capital reserves) in the vesting period should be written off. Meanwhile, the difference should be used to adjust the capital reserve (capital stock premium).

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APPENDIX II

(XXXIV) Changes in critical accounting policies and accounting estimates

  1. Changes in critical accounting estimates

  2. (1) Contents of and reasons for the changes in accounting estimates

Contents of and reasons for the changes in accounting estimates

  • The Company originally made bad-debt provision for Wujiang Jinke’s other receivables by aging analysis method. According to Wujiang Jinke’s actual operations and to fairly reflect the risk features of the monies, the Company accounted for the said receivables as receivables whose amount is significant individually and for which provision for bad debts is withdrawn individually. Provision for impairment is fully withdrawn for the said monies upon passing individual test in the current period.

Examination Time when and approval application procedures starts Notes Change was 1 October 2016 deliberated and approved by the 43rd meeting of the 9th Board of Directors of the Company.

  • (2) Report items and amounts that are significantly affected
Report items that are significantly affected Amount affected Notes
Items in the balance sheet dated 31 December 2016
Other receivables -37,875,163.18
Items in the income statement 2016
Assets impairment loss 37,875,163.18
Net profit attributable to owners of the parent company -37,875,163.18

— 385 —

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APPENDIX II

IV. Taxes

(I) Principal taxes and tax rates

Taxes Tax basis Tax rates
VAT Sale of goods or provision of 3%, 5%, 6%, 11%, 13%,
taxable services 17%
Business tax Taxable turnover 3%, 5%
Land appreciation tax Appreciation value resulting from 30%-60% of super-rate
paid transfer of use right of progressive tax rate
state-owned land, and property right
of above-ground structures and
other attachments
Prepaid VAT: payment for 1%-5%
commodity houses collected in
advance
Property tax For ad valorem collection, 1.2% of 1.2%, 12%
the remaining value after 30% of
the original value of the property is
deducted by lump sum; for
rent-based collection, 12% of the
rental income
Municipal maintenance and Amount of turnover tax payable 1%, 5%, 7%
construction tax
Education surcharge Amount of turnover tax payable 3%
Local education surcharge Amount of turnover tax payable 2%, 1.5%
Enterprise income tax Taxable income 16.5%, 25%

Corporate income tax rate of taxpayers entitled to different tax rates

Name of taxpayer Income tax rate
Chongqing Jiangjin Jinke Guojun Real Estate Co., Ltd. (hereinafter
referred to as Guojun Real Estate) 15%
Chongqing Bozhan Real Estate Development Co., Ltd. (hereinafter
referred to as Bozhan Real Estate) 15%
Chongqing Jinke Xingju Real Estate Co., Ltd. (hereinafter referred to as
Xingju Real Estate) 15%
Chongqing Zhongxun Property Development Co., Ltd. (hereinafter
referred to as Zhongxun Property) 15%
Chongqing Tianyuansheng Real Estate Development Co., Ltd.
(hereinafter referred to as Tianyuansheng Real Estate) 15%

Income tax rate

— 386 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Name of taxpayer Income tax rate
Chongqing Bishan Jinke Zhongxi Real Estate Co., Ltd. (hereinafter
referred to as Zhongxi Real Estate) 15%
Chongqing Jinke Zhongjun Real Estate Development Co., Ltd.
(hereinafter referred to as Zhongjun Real Estate) 15%
Chongqing Jiale Jiulong Real Estate Development Co., Ltd. (hereinafter
referred to as Jiale Jiulong) 15%
Chongqing Hongjing Real Estate Development Co., Ltd. (hereinafter
referred to as Hongjing Real Estate) 15%
Chongqing Jinke Junwei Real Estate Development Co., Ltd. (hereinafter
referred to as Jinke Junwei) 15%
Chongqing Jinke Jinyu Real Estate Development Co., Ltd. (hereinafter
referred to as Jinke Jinyu) 15%
Chongqing Jinke Junyao Real Estate Development Co., Ltd. (hereinafter
referred to as Junyao Real Estate) 15%
Chongqing Jinke Juncheng Real Estate Development Co., Ltd.
(hereinafter referred to as Juncheng Real Estate) 15%
Chongqing Jinke Junkai Real Estate Development Co., Ltd. (hereinafter
referred to as Junkai Real Estate) 15%
Chongqing Jinke Jingyi Real Estate Development Co., Ltd. (hereinafter
referred to as Jingyi Real Estate) 15%
Chongqing Jinke Huiyi Real Estate Development Co., Ltd. (hereinafter
referred to as Huiyi Real Estate) 15%
Chongqing Jinke Changjin Real Estate Co., Ltd. (hereinafter referred to
as Changjin Real Estate) 15%
Chongqing Jinke Tuhong Real Estate Co., Ltd. (hereinafter referred to as
Tuhong Real Estate) 15%
Jinke Property Services Group Limited (hereinafter referred to as Jinke
Property) 15%
Chongqing Jinke Hotel Co., Ltd. (hereinafter referred to as Jinke Hotel) 15%
Chongqing Kelsinki Landscaping Co., Ltd. (hereinafter referred to as
Kelsinki) 15%
Chongqing Zhanhong Landscaping Co., Ltd. (hereinafter referred to as
Zhanhong Landscaping) 15%
Chongqing Qingke Trading Co., Ltd. (hereinafter referred to as Qingke
Trading) 15%
Xinjiang Huaran Oriental New Energy Co., Ltd. (hereinafter referred to
as Xinjiang Huaran) Note 1
Jinyu Holdings Group Co., Ltd. (hereinafter referred to as Jinyu
Holdings) Note 2
Hong Kong Junde International Trade Co., Limited (hereinafter referred
to as Hong Kong Junde) 16.50%
Other taxpayers than the abovementioned ones 25%

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APPENDIX II

Note 1: Refer to the tax preferences for taxes in the notes to the financial statements for details.

Note 2: Jinyu Holdings is incorporated in British Virgin Islands and regularly pays annual government fees according to the laws and regulations of British Virgin Islands.

(II) Tax preferences

1. VAT

According to the Notice about Policies regarding the Value Added Tax on Products Made through Comprehensive Utilization of Resources and Other Products (Cai Shui [2008] No. 156) issued by the Ministry of Finance and the State Administration of Taxation, the VAT on the power projects generated by Xinjiang Huaran with wind power is subject to policy of 50% immediate refund upon collection.

2. Enterprise income tax

According to the Catalogue of Industries Encouraged to Develop in the Western Region (Fa Gai Wei Ling No. 15 [2014]) and Directory Catalogue on Readjustment of Industrial Structure (Version 2011) (Revised) issued by National Development and Reform Commission, Notice on Tax Policy Issues Concerning Further Implementing the Western China Development Strategy (Cai Shui No. 58 [2011]) of the Ministry of Finance and the State Administration of Taxation and relevant replies from competent tax authorities, in 2016 an enterprise income tax rate of 15% was temporarily imposed on Guojun Real Estate, Bozhan Real Estate, Xingju Real Estate, Zhongxun Property, Tianyuansheng Real Estate, Zhongxi Real Estate, Zhongjun Real Estate, Jiale Jiulong, Hongjing Real Estate, Jinke Junwei, Jinke Jinyu, Junyao Real Estate, Juncheng Real Estate, Junkai Real Estate, Jingyi Real Estate, Huiyi Real Estate, Changjin Real Estate, Tuhong Real Estate, Jinke Property, Jinke Hotel, Kelsinki, Zhanhong Landscaping and Qingke Trading.

According to NDRC’s Reply Concerning Approval of 2 Million KW Wind Power Project in Southeast Wind Region in Hami, Xinjiang (Fa Gai Neng Yuan No. 2561 [2012]), Yandun-based 6[th] Wind Power Plant Project was invested and constructed by Xinjiang Huaran. Xinjiang Huaran’s main business is “generation and supply of electric power (wind power)”, which falls under the “new wind power generation projects” under the category of electric power of List of Public Infrastructure Projects Enjoying Enterprise Income Tax Preferences (Version 2008) . Therefore, Xinjiang Huaran was exempt from enterprise income tax from 2014 (when it obtained the first revenue) to 2016 and was allowed a 50% reduction in enterprise income tax from 2017 to 2019.

(III) Others

According to the Enterprise Income Tax Law of the People’s Republic of China , the branches of Jinke Property shall, on a consolidated basis, declare and pay enterprise income tax to the tax authority where Jinke Property is registered. The enterprise income tax rate for Jinke Property and its property management branches in Chongqing, Sichuan, Shaanxi, Guizhou, Yunnan, Enshi of Hubei and Xinjiang is 15%, and for enterprises in other regions is 25%.

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APPENDIX II

  • V. Notes to items in the consolidated financial statement

  • (I) Notes to items in the consolidated balance sheet

  • Monetary funds

  • (1) Details

Amount at the
Amount at the end beginning of the
Item of the period period
Cash on hand 642,031.00 833,758.55
Bank deposit 17,258,344,121.21 7,966,470,013.54
Other monetary funds 385,856,061.48 1,421,884,489.74
Total 17,644,842,213.69 9,389,188,261.83
Including: Total of deposits with overseas bank 957,447.32 900,544.91
  • (2) Other descriptions

Other monetary funds (RMB385,856,061.48) include RMB185,856,061.48 of cash deposit and RMB200,000,000.00 of fixed deposit receipt, which were restricted in use and were not stated as cash and cash equivalents.

  1. Notes receivable

  2. (1) Details

**Amount ** at the beginning at the beginning
**Amount at ** **the end of ** the period **of ** the period
Provision Provision
Book for bad Book for bad Book
Item balance debts Book value balance debts value
Bank acceptance bill 4,923,290.00 4,923,290.00 50,000.00 50,000.00
Total 4,923,290.00 4,923,290.00 50,000.00 50,000.00
  • (2) Notes receivable which had been endorsed or discounted by the Company at the end of the period and were not mature by the balance sheet date
Amount Amount not
derecognized at derecognized at
the end of the the end of the
Item period period
Bank acceptance bill 5,300,000.00
Subtotal 5,300,000.00

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

The acceptor of bank acceptance bills is commercial bank. Since commercial banks are relatively reliable and the possibility is slim that bank acceptance bills will not be accepted when they come due, the Company had derecognized endorsed or discounted bank acceptance bills. However, if these bills are not accepted when they fall due, the Company will bear joint liability to the bill holder according to Negotiable Instruments Law of the People’s Republic of China .

3. Accounts receivable

  • (1) Details

  • 1) Classified details

Amount at the end of the period Amount at the end of the period Amount at the end of the period
Book balance **Provision for ** **bad ** debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and
for which provision for bad
debts is withdrawn
individually 167,896,542.00 19.14 1,678,965.42 1.00 166,217,576.58
Receivables for which
provision is withdrawn for
bad debts in portfolio by
credit risks 709,078,125.56 80.86 46,009,091.21 6.49 663,069,034.35
Receivables whose amount is
insignificant individually
but for which provision for
bad debts is withdrawn
individually
Total 876,974,667.56 100.00 47,688,056.63 5.44 829,286,610.93

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

**Amount at the beginning of the ** **Amount at the beginning of the ** period
Book balance **Provision for ** bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and
for which provision for bad
debts is withdrawn
individually 124,973,640.00 16.31 1,249,736.40 1.00 123,723,903.60
Receivables for which
provision is withdrawn for
bad debts in portfolio by
credit risks 641,425,178.91 83.69 36,103,261.17 5.63 605,321,917.74
Receivables whose amount is
insignificant individually but
for which provision for bad
debts is withdrawn
individually
Total 766,398,818.91 100.00 37,352,997.57 4.87 729,045,821.34
  • 2) Accounts receivable whose amount is significant individually and for which provision for bad debts is withdrawn individually by the end of the period
Provision
withdrawal Reason for
Provision for percentage provision
Entity name Book balance bad debts (%) withdrawal
Subsidy for surcharge on 167,896,542.00 1,678,965.42 1.00 Recovery risks
electricity generated from of such monies
renewable energy sources are controllable
[note]
Subtotal 167,896,542.00 1,678,965.42 1.00

Note: Receivable subsidy for surcharge on electricity generated from renewable energy sources was RMB124,973,640.00 at the beginning of the period, and increased RMB107,653,062.00 in the current period. The subsidy recovered in the current period amounted to RMB64,730,160.00. As at 31 December 2016, the balance of receivable subsidy was RMB167,896,542.00.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • 3) Accounts receivable for which provision is withdrawn for bad debts as per age analysis method in portfolio
**Amount at the end of the ** **Amount at the end of the ** period
Provision
Provision for withdrawal
Age Book balance bad debts percentage (%)
Within 1 year 509,259,074.39 5,092,590.74 1.00
1-2 years 106,422,158.08 5,321,107.89 5.00
2-3 years 61,185,796.97 12,237,159.37 20.00
3-5 years 17,705,725.80 8,852,862.89 50.00
Over 5 years 14,505,370.32 14,505,370.32 100.00
Subtotal 709,078,125.56 46,009,091.21 6.49
  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

The amount withdrawn for bad debts in the current period is RMB10,335,059.06.

  • (3) Top five entities in amount of accounts receivable
Percentage in
balance of
accounts Provision for
Entity name Book balance receivable (%) bad debts
Customer 1 [Note] 172,218,468.55 19.64 1,722,184.69
Customer 2 25,495,696.63 2.91 254,956.96
Customer 3 13,586,660.05 1.55 679,333.00
Customer 4 13,098,086.00 1.49 2,619,617.20
Customer 5 11,215,780.00 1.28 112,157.80
Subtotal 235,614,691.23 26.87 5,388,249.65
  • Note: Receivable subsidy for surcharge on electricity generated from renewable energy sources is RMB167,896,542.00 and receivable proceeds from selling electricity is RMB4,321,926.55.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Advance payments

  2. (1) Age analysis

  3. 1) Details

Amount at the end of the period

Provision for
Age Book balance Percentage (%) bad debts Book value
Within 1 year 3,292,327,803.49 90.67 3,292,327,803.49
1-2 years 80,315,379.22 2.21 80,315,379.22
2-3 years 2,841,711.34 0.08 2,841,711.34
Over 3 years 255,574,919.69 7.04 255,574,919.69
Total 3,631,059,813.74 100.00 3,631,059,813.74

Amount at the beginning of the period

Provision for
Age Book balance Percentage (%) bad debts Book value
Within 1 year 956,388,310.88 94.76 956,388,310.88
1-2 years 28,508,132.37 2.82 28,508,132.37
2-3 years 24,085,107.33 2.39 24,085,107.33
Over 3 years 280,557.91 0.03 280,557.91
Total 1,009,262,108.49 100.00 1,009,262,108.49
  • 2) Reasons for delayed settlement of material advance payments maturing in more than one year
Reason for
Amount at the delayed
Entity name end of the period settlement
Zhengzhou Zhongyuan Urban Development Construction
and Investment Co., Ltd. 200,000,000.00 Note 1
Wushan Land and Resources Administration Bureau 51,100,000.00 Note 2
Subtotal 251,100,000.00

Note 1: It is land reclamation and demolition funds prepaid in previous years for acquisition of subsidiaries in the current period.

Note 2: It is the first instalment of land transfer price paid by the Company’s subsidiary Chongqing Jinke Jiahan Real Estate Development Co., Ltd. to Wushan Land and Resources Administration Bureau.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) Top five entities in amount of advance payments
Percentage in
balance of
advance
Entity name Book balance payments (%)
Zhengzhou Zhongyuan Urban Development Construction
and Investment Co., Ltd. [Note 1] 913,663,919.52 24.67
Wuhan Yingjin Real Estate Development Co., Ltd. [Note 2] 570,000,000.00 15.39
The Land and Resource Department of Hefei [Note 3] 400,000,000.00 10.80
Liuzhou Land and Resources Bureau [Note 4] 358,500,000.00 9.68
Chongqing United Assets and Equity Exchange Group Co.,
Ltd. [Note 5] 293,520,000.00 7.92
Subtotal 2,535,683,919.52 68.46
  • Note 1: The subsidiary Wuxi Jinke Real Estate Development Co., Ltd. (hereinafter referred to as Wuxi Jinke) purchased the equity of Henan Guofengyuan Real Estate Co., Ltd. (hereinafter referred to as Guofengyuan Real Estate) and was included in the consolidated statements in the current period. According to the relevant agreement reached with Zhengzhou Zhongyuan Urban Development Construction and Investment Co., Ltd. (hereinafter referred to as Zhongyuan Urban Development Construction and Investment), Guofengyuan Real Estate was responsible for fund raising for land reclamation and demolition resettlement and comprehensive development relating to the urban village project of “Chinese Park” in Zhongyuan District, Zhengzhou. As at 31 December 2016, the land reclamation and demolition resettlement were still under way. Guofengyuan Real Estate accumulatively injected RMB913,663,919.52 in reclamation and demolition, including RMB200 million injected in 2013.

  • Note 2: According to the Cooperation Agreement on Dazhou Village Package A Comprehensive Reconstruction Project signed by and between the Company and Wuhan Yingjin Real Estate Development Co., Ltd. (hereinafter referred to as Wuhan Yingjin), the Company should bid for and develop the target land (K1, K2 and K3 of Package A in Dazhou Village) specified in the agreement and pay a demolition and reconstruction fee to Wuhan Yingjin for the target land. In the current period, the Company paid RMB570 million in total according to the agreement.

The Company’s holding subsidiary Jinke Property Group (Wuhan) Co., Ltd. obtained 211 mu of land of Land K1 and K2 in Dazhou Village on 24 January 2017.

  • Note 3: It is the land auction deposit paid by the subsidiary Nantong Jinke Real Estate Development Co., Ltd. to the Land and Resource Department of Hefei. According to the Contract for Assignment of the Right to Use State-owned Construction Land signed with the Land and Resource Department of Hefei on 14 December 2016, the deposit of RMB400 million was used to offset land transfer price.

  • Note 4: It is the land auction deposit paid by the subsidiary Chongqing Jinke Real Estate Development Co., Ltd. to theagent of Finance Bureau of Liuzhou City. According to the Contract for Assignment of the Right to Use State-owned Construction Land signed with Liuzhou Land and Resources Bureau on 8 December 2016, the deposit of RMB358.5 million was used to offset land transfer price.

  • Note 5: It is the land auction deposit paid by the subsidiary Chongqing Jinke Huimao Real Estate Development Co., Ltd. to Chongqing United Assets and Equity Exchange Group Co., Ltd. (hereinafter referred to as Chongqing United Assets and Equity Exchange). According to the Contract for Assignment of the Right to Use State-owned Construction Land signed with Chongqing United Assets and Equity Exchange on 22 February 2017 and 2 March 2017, respectively, the deposit of RMB293.52 million was used to offset land transfer price.

— 394 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Other receivables

  2. (1) Details

  3. 1) Classified details

Amount at the end of the period Amount at the end of the period Amount at the end of the period
Book balance Provision for bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and
for which provision for bad
debts is withdrawn
individually 1,056,559,459.60 25.45 65,495,930.65 6.20 991,063,528.95
Receivables for which
provision is withdrawn for
bad debts in portfolio by
credit risks 3,094,503,050.05 74.55 179,564,312.79 5.80 2,914,938,737.26
Receivables whose amount is
insignificant individually but
for which provision for bad
debts is withdrawn
individually
Total 4,151,062,509.65 100.00 245,060,243.44 5.90 3,906,002,266.21
Amount at the beginning of the period
Book balance Provision for bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and
for which provision for bad
debts is withdrawn
individually
Receivables for which
provision is withdrawn for
bad debts in portfolio by
credit risks 1,621,552,237.31 100.00 138,845,753.63 8.56 1,482,706,483.68
Receivables whose amount is
insignificant individually but
for which provision for bad
debts is withdrawn
individually
Total 1,621,552,237.31 100.00 138,845,753.63 8.56 1,482,706,483.68

— 395 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • 2) Other receivables whose amount is significant individually and for which provision for bad debts is withdrawn individually by the end of the period
Provision
withdrawal Reason for
Provision for percentage provision
Entity name Book balance bad debts (%) withdrawal
Wujiang Jinke Yangzi Real
Estate Development Co.,
Ltd. 65,495,930.65 65,495,930.65 100.00 Note 1
Taian Haida Real Estate
Development Co., Ltd. 517,975,530.71 Note 2
Jinan Hairui Real Estate
Development Co., Ltd. 380,032,389.86 Note 2
Qingdao Haichang Real Estate
Co., Ltd. 93,055,608.38 Note 2
Subtotal 1,056,559,459.60 65,495,930.65 6.20
  • Note 1: Affected by regional market condition and local real estate control policies, Wujiang Jinke Yangzi Real Estate Development Co., Ltd. (hereinafter referred to as Wujiang Jinke) incurred a loss of RMB266,763,900 in the current period and will suffer a loss in project settlement. After a separate impairment test is conducted on other receivables of Wujiang Jinke, the Company fully made provision for bad debts. At the beginning of the period, a total of RMB18,041,948.29 was withdrawn as provision for bad debts by age. RMB47,453,982.36 was withdrawn as additional provision for bad debts after impairment test in the current period.

  • Note 2: It is the debt-assumed consideration paid by the subsidiary Shandong Baijun Real Estate Development Co., Ltd. for acquisition of Jinan Hairui Real Estate Development Co., Ltd., Qingdao Haichang Real Estate Co., Ltd. and Taian Haida Real Estate Development Co., Ltd. by means of equity transfer and debt assumption according to the Equity Transfer Agreement signed with Qingdao Haier Real Estate Group Co., Ltd. on 2 December 2016. Refer to Note XIV (II). 8 to the Financial Statements for details.

  • 3) Other receivables for which provision is withdrawn for bad debts as per age analysis method in portfolio

Amount at the end of the period

Provision
Provision for withdrawal
Age Book balance bad debts percentage (%)
Within 1 year 476,698,006.69 4,766,980.07 1.00
1-2 years 223,068,587.95 11,153,429.40 5.00
2-3 years 101,210,346.59 20,242,069.34 20.00
3-5 years 164,168,102.02 82,084,051.03 50.00
Over 5 years 61,317,782.95 61,317,782.95 100.00
Subtotal 1,026,462,826.20 179,564,312.79 17.49

— 396 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • 4) Receivables for which provision is withdrawn for bad debts as per other methods in portfolio

Amount at the end of the period Provision Provision for withdrawal Portfolio name Book balance bad debts percentage (%) Cash deposit portfolio 2,068,040,223.85 Subtotal 2,068,040,223.85

  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

The amount withdrawn for bad debts for the current period was RMB103,418,920.79 and the reversed provision for bad debts due to merger of enterprises not under the same control was RMB3,213,719.52.

  • (3) Other receivables actually written off in the current period

Other receivables actually written off in the current period amounted to RMB418,150.50.

  • (4) Other receivables classified by payment properties
Amount at the
Amount at the end beginning of the
Payment properties of the period period
Cash deposit 2,068,040,223.85 498,663,626.13
Consideration paid for debt-assumed acquisition of
the target company 991,063,528.95
Land funds 139,808,533.06
Land reclamation funds 166,033,635.00 166,033,635.00
Project cooperation funds 277,373,482.41 297,307,438.90
Receivable suspense payments 430,240,530.10 351,610,229.63
Others 218,311,109.34 168,128,774.59
Total 4,151,062,509.65 1,621,552,237.31

— 397 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (5) Top five entities in amount of other receivables
Percentage in
balance of
other Whether it is
Payment receivables Provision for a connected
Entity name properties **Book balance ** Age (%) bad debts party
Zhengding New District Land auction 1,440,000,000.00 Within 1 year 34.69 No
Branch of Shijiazhuang fund
Bureau of Land &
Resources [Note 1]
Taian Haida Real Estate Consideration 517,975,530.71 Within 1 year 12.48 [Note 2]
Development Co., Ltd. paid for
debt-assumed
acquisition
Jinan Hairui Real Estate Consideration 382,282,389.86 Within 1 year 9.21 [Note 2]
Development Co., Ltd. paid for
debt-assumed
acquisition
The Land and Resource Land auction 250,000,000.00 Within 1 year 6.02 No
Department of Hefei fund
[Note 3]
Liuyang Agricultural Land 166,033,635.00 Within 1 year, 4.00 70,238,296.00 No
Development Co., Ltd. reclamation 1-2 years, 2-3
[Note 4] funds years, 3-5
years, over
five years
Total 2,756,291,555.57 66.40 70,238,296.00
  • Note 1: It is the bidding deposit paid by the subsidiary Beijing Jinke Zhanhao Real Estate Co., Ltd. to Zhengding New District Branch of Shijiazhuang Bureau of Land & Resources for Land No. 007, 008, 010, 011, 012 and 013 of the project in Zhengding, Shijiazhuang and was returned in January 2017.

  • Note 2: Refer to Note XIV (II). 8 to the Financial Statements for details.

  • Note 3: It is the bidding fund paid by the subsidiary Wuxi Jinke Jiarun Real Estate Development Co., Ltd. to the Land and Resource Department of Hefei for Land E1609 in Yaohai District and was returned in January 2017.

  • Note 4: It is the expense on comprehensive land reclamation for the Liuyang Xianrenhu Lake Reservoir Project paid according to the Comprehensive Land Reclamation Agreement and Supplementary Agreement signed between the Company and Liuyang Municipal People’s Government.

— 398 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Inventories

  2. (1) Details

Amount at the end of the period

Provision for Item Book balance depreciation Book value Raw materials 12,329,509.15 12,329,509.15 Low-cost consumables 1,053,965.32 1,053,965.32 Commodities in stock 136,826,147.92 136,826,147.92 Development cost 46,122,947,713.69 106,320,624.70 46,016,627,088.99 Products to be developed 4,126,971,881.34 4,126,971,881.34 Developed products 21,319,901,561.01 585,738,836.03 20,734,162,724.98 Leased products developed 476,168,096.88 476,168,096.88 Project construction 23,056,066.49 23,056,066.49 Total 72,219,254,941.80 692,059,460.73 71,527,195,481.07

Amount at the beginning of the period

Provision for
Item Book balance depreciation Book value
Raw materials 16,158,948.66 16,158,948.66
Low-cost consumables 24,596.52 24,596.52
Commodities in stock 149,250,949.29 149,250,949.29
Development cost 51,913,039,317.88 485,202,533.32 51,427,836,784.56
Products to be developed 3,367,141,160.47 3,367,141,160.47
Developed products 17,370,621,433.39 560,205,410.75 16,810,416,022.64
Leased products developed 379,510,787.85 379,510,787.85
Project construction 13,520,698.42 13,520,698.42
Total 73,209,267,892.48 1,045,407,944.07 72,163,859,948.41
  • (2) Provision for inventory depreciation

  • 1) Details

Amount at the **Increase in the ** current period **Decrease in the ** current period Amount at the
beginning of the Reversal or end of the
Item period Withdrawal Others charge-off Others period
Development cost 485,202,533.32 18,444,476.86 173,038,400.64 224,287,984.84 106,320,624.70
Developed products 560,205,410.75 75,772,438.38 224,287,984.84 274,526,997.94 585,738,836.03
Subtotal 1,045,407,944.07 94,216,915.24 224,287,984.84 447,565,398.58 224,287,984.84 692,059,460.73

— 399 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • Note 1: As at 31 December 2016, based on current market prices and actual sales performance of the project and after conducting an impairment test on cashable value of the project, subsidiaries Jinke Bailexing Real Estate Co., Ltd. (Wansheng Economic and Technological Development Zone, Chongqing), Wuxi Jinke Kerun Real Estate Development Co., Ltd., Chongqing Jinke Chenju Real Estate Co., Ltd. and Chengdu Jianglong Investment Co., Ltd. had withdrawn a provision for inventory depreciation of RMB5,793,512.03, RMB15,410,534.60, RMB19,415,560.96 and RMB53,597,307.65 respectively for their projects Chongqing • Wansheng Jinke China Health City, Wuxi • Milan Garden A, Chongqing • Jinke Central Imperial Garden and Chengdu • Jinke Bridge Village.

  • Note 2: In the reporting period, Wuxi Jinke Jiarun Real Estate Development Co., Ltd. reversed provision for inventory depreciation of RMB128,114,455.03 from Wuxi • Chengnan Aristocratic Family developed by it and RMB149,119,342.79 was written off due to carry-over of sales cost; Chenzhou Jinke Kaitian Real Estate Development Co., Ltd. reversed provision for inventory depreciation of RMB51,934,000.95 from Chenzhou • Central Park developed by it and RMB8,028,779.62 was written off due to carry-over of sales cost; Hunan Jinke Real Estate Development Co., Ltd. reversed provision for inventory depreciation of RMB31,404,277.10 from Changsha • Flourishing Oriental Courtyard developed by it and RMB17,721,370.63 was written off due to carry-over of sales cost; Jinke Bailexing Real Estate Co., Ltd. (Wansheng Economic and Technological Development Zone, Chongqing) wrote off provision for inventory depreciation of RMB15,208,182.88 due to carry-over of sales cost for Chongqing • Wansheng Jinke China Health City developed by it; Chongqing Jinke Chenju Real Estate Co., Ltd. wrote off provision for inventory depreciation of RMB33,824,063.46 due to carry-over of sales cost for Chongqing • Jinke Central Imperial Garden developed by it; Wuxi Jinke Kerun Real Estate Development Co., Ltd. wrote off provision for inventory depreciation of RMB12,210,926.12 due to carry-over of sales cost for Wuxi • Milan A developed by it.

  • 2) Specific basis for determining cashable net value and reasons for reversal or charge-off of provision for inventory depreciation in the current period

  • ① Specific basis for determining cashable net value

As for remaining developed products of real estate projects completed by the end of period, their cashable net value is estimated selling price minus estimated sales expenses and relevant taxes; for development cost and products to be developed of real estate projects not completed by the end of period, their cashable net value is estimated selling price minus the cost after completion, estimated sales expenses and relevant taxes. Estimated selling prices include those for pre-sold products and those for unsold products; estimated selling prices of pre-sold products are determined based on the actual contract price while estimated selling prices of unsold products are determined based on recent average selling prices or market prices of similar property products and their positioning, quality and sales plan.

  • ② Reasons for reversal or charge-off of provision for inventory depreciation in the current period

The Company conducted a test on provision for inventory depreciation for relevant projects according to actual sales price and annual sales plan. If the provision for inventory depreciation to be withdrawn is larger than the amount accumulatively withdrawn, an additional provision for inventory depreciation should be made; if the provision for inventory depreciation to be withdrawn is smaller than the amount accumulatively withdrawn, the provision for inventory depreciation that has been withdrawn should be reversed.

— 400 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(3) Capitalization of borrowing costs

In 2016, the ending balance of inventories included capitalized interest of RMB6,888,983,323.02. In particular, the capitalized interest in the developed products at the end of the period was RMB2,059,054,605.64 and the capitalized interest in the development cost was RMB4,455,848,710.84. Capitalized borrowing costs stated as inventory costs in 2016 were RMB2,789,806,371.46 (RMB3,050,553,240.99 in 2015). In 2016, the capitalization rate for determining the amount of capitalized borrowing costs was 7.95% (8.98% in 2015). Details about the main items of interest capitalization in the current period were as follows:

Accumulated Amount of
amount of capitalized interest
capitalized interest in the current
Item [note] period
Beijing • Jinke Center 583,980,396.26 205,100,499.30
Jinan • Jinke World City 528,576,232.61 167,716,208.98
Chongqing • Xiyong Tianchen 322,456,887.88 109,989,274.74
Neijiang • Jinke Park Palace 239,401,091.32 95,217,449.72
Yunnan • Jinke Times Center 220,595,835.24 90,826,348.69
Qingdao • Jinke Star 151,274,158.12 87,405,904.35
Chongqing Fuling • Jinke Nanhu Project 115,383,506.43 73,419,251.33
Chongqing • Wanzhou Jinke Guanlan 91,880,726.12 81,328,492.53
Chongqing Beibei • Jinke City 377,204,314.66 71,833,816.02
Chongqing • Jinke Tianyuan Road (Phase I) 72,026,087.24 64,713,704.24
Chongqing • Xiyong Tianchen (Phase II) 194,939,744.29 64,179,200.89
Chongqing Yunyang • Jinke World City 149,363,989.63 61,036,975.15
Zhengzhou • Jinke City 71,312,887.34 61,022,126.15
Zunyi • Jinke Central Park 114,804,511.62 58,334,031.00
Chongqing Nanchuan • Jinke World City 106,631,684.53 57,660,601.53
Xi’an • Jinke Nature City 199,654,952.96 56,866,064.74
Chongqing Changshou • Jinke World City 172,555,113.53 55,857,568.40
Beijing • Jinke Napa House 570,892,496.86 49,049,155.53
Chongqing • Jinke Tianyuan Road (Phase II) 61,037,395.51 48,947,614.36
Chengdu • Jinke Oriental Elegance County 98,251,888.68 48,098,304.91
Chongqing • Jinke Times Center 243,330,015.62 47,964,245.34
Chongqing Dazu • Jinke Central Park 188,682,556.93 46,247,884.28
Subtotal 4,874,236,473.38 1,702,814,722.18

Note: It is the amount of capitalized interest as at 31 December 2016.

— 401 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (4) RMB18,303,055,894.48 of the opening inventory was for guarantee and RMB18,093,358,238.81 of the ending inventory was for guarantee.
Amount at the
Amount at the end beginning of the Reason for
Item of the period period restriction
Chongqing • Jinke Sunshine 113,467,384.55 Mortgage of bank
Town borrowings
Chongqing • Jinke Star 136,188,314.95 Mortgage of bank
borrowings
Chongqing Jiangjin • Jinke 142,561,780.31 148,243,017.83 Mortgage of bank
Central Park borrowings
Chongqing Bishan • Jinke 105,979,829.17 Mortgage of bank
Central Park borrowings
Chongqing Beibei • Jinke City 177,221,546.05 Mortgage of bank
borrowings
Chongqing • Wansheng Jinke 10,798,613.19 261,225,775.74 Mortgage of bank
China Health City borrowings
Chongqing • Jinke Tianyuan 637,221,102.43 Mortgage of bank
Road (Phase I) borrowings
Chongqing • Xiyong Tianchen 2,021,789,171.22 Mortgage of bank
borrowings
Chongqing • Jinke Konggang 276,724,546.89 681,925,404.05 Mortgage of bank
City borrowings
Chongqing • Jinke Central 33,790,651.25 220,036,596.27 Mortgage of bank
Washington borrowings
Chongqing Wushan • Jinke City 60,325,679.78 Mortgage of bank
(Phase I) borrowings
Chongqing Yongchuan • Jinke 212,623,373.58 15,836,396.26 Mortgage of bank
Park Palace borrowings
Chongqing Dazu • Jinke Central 211,516,347.13 Mortgage of bank
Park borrowings
Chengdu • Jinke Center 51,099,340.63 Mortgage of bank
borrowings
Chengdu • Jinke Star City 102,207,544.14 26,029,039.64 Mortgage of bank
borrowings
Chengdu • Jinke Bridge Village 9,541,918.04 Mortgage of bank
borrowings
Chengdu • Jinke Oriental 755,030,727.66 493,044,403.28 Mortgage of bank
Elegance County borrowings
Chengdu • Jinke Shuangnan City 667,159,813.37 Mortgage of bank
borrowings

— 402 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount at the
Amount at the end beginning of the Reason for
Item of the period period restriction
Chengdu • Jinke Tianchen 316,887,698.72 Mortgage of bank
borrowings
Suining • Jinke Beautiful Bay 237,328,231.30 Mortgage of bank
Project borrowings
Neijiang • Jinke Central Park 267,021,116.75 Mortgage of bank
borrowings
Neijiang • Jinke Park Palace 355,418,238.44 717,398,418.65 Mortgage of bank
borrowings
Jinan • Jinke World City 249,548,949.07 1,396,558,028.27 Mortgage of bank
borrowings
Qingdao • Jinke Star 1,593,768,886.89 1,217,620,604.02 Mortgage of bank
borrowings
Qingdao • Jinke Sunshine Town 312,958,010.27 159,403,614.14 Mortgage of bank
borrowings
Chongqing Kaixian • Jinke 71,976,339.39 Mortgage of bank
Wealth Center borrowings
Chongqing Fuling • Jinke Nature 101,855,003.91 Mortgage of bank
City borrowings
Chongqing • Jinke Lake Town 197,932,201.10 Mortgage of bank
borrowings
Chongqing Fuling • Jinke Nanhu 363,889,801.76 251,832,436.78 Mortgage of bank
Project borrowings
Chongqing Changshou • Jinke 731,110,694.58 1,064,019,869.45 Mortgage of bank
World City borrowings
Chongqing Kaixian • Jinke 113,035,860.01 Mortgage of bank
Wealth Center borrowings
Chongqing Kaixian • Vega de la 383,491,568.81 Mortgage of bank
Reina Project borrowings
Chongqing Yunyang • Jinke 812,283,234.75 605,318,641.10 Mortgage of bank
World City borrowings
Chongqing • Wanzhou Jinke 70,996,100.94 Mortgage of bank
Guanlan borrowings
Beijing • Jinke Napa House 645,538,813.37 Mortgage of bank
borrowings
Beijing • Jinke Center 1,480,502,538.39 2,347,453,138.17 Mortgage of bank
borrowings
Changsha • Jinke World City 111,293,587.88 386,851,103.09 Mortgage of bank
borrowings
Changsha • Jinke Center 276,917,734.10 1,128,139,174.13 Mortgage of bank
borrowings

— 403 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount at the
Amount at the end beginning of the Reason for
Item of the period period restriction
Chenzhou • Nanling Eco-city “By 275,527,025.16 Mortgage of bank
the Water Side” borrowings
Xianyang • Jinke World City 498,694,858.21 548,148,119.68 Mortgage of bank
borrowings
Xi’an • Jinke Nature City 1,079,897,413.12 Mortgage of bank
borrowings
Wuxi • Wealth Commercial Plaza 279,003,124.11 166,625,065.50 Mortgage of bank
borrowings
Wuxi • Chengnan Aristocratic 1,477,863,400.95 139,100,052.48 Mortgage of bank
Family borrowings
Wuxi • Jinke Eastern Palace 54,848,351.24 Mortgage of bank
borrowings
Wuxi • Jinke Dream House 46,519,484.19 Mortgage of bank
borrowings
Wuxi • Jinke Wanbo Plaza 88,606,694.61 Mortgage of bank
borrowings
Zhangjiagang • Bridge Court 389,724,986.60 Mortgage of bank
borrowings
Zhangjiagang • Bridge Mansion 209,863,824.96 Mortgage of bank
borrowings
Suzhou • World View 510,771,726.00 704,204,295.05 Mortgage of bank
borrowings
Suzhou • No. 1Kefu Road 428,786,500.36 Mortgage of bank
borrowings
Suzhou • Nature Garden 286,058,227.25 Mortgage of bank
borrowings
Rugao • Jinke World City 83,399,934.13 Mortgage of bank
borrowings
Zhengzhou • Jinke City 431,359,925.66 Mortgage of bank
borrowings
Yunnan • Jinke Times Center 1,243,092,959.57 Mortgage of bank
borrowings
Xinjiang • Jinke Bridge Village 1,267,708,662.73 646,671,546.09 Mortgage of bank
borrowings
Subtotal 18,093,358,238.81 18,303,055,894.48

— 404 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (5) Other descriptions

1) Inventories — development cost

Estimated time Estimated total Amount at Amount at the
Commencement of completion investment the end of beginning of
Item name time [note] (RMB’0,000) the period the period
Chongqing • Jinke Star January 2015 May 2018 96,504.00 274,111,293.39 335,284,285.92
Chongqing Hechuan • January 2014 January 2017 67,803.00 127,100,732.54 519,742,471.79
Nature City Project
Chongqing Jiangjin • April 2013 April 2017 154,727.00 451,265,863.23 525,888,375.36
Jinke World City
Chongqing Jiangjin • August 2013 April 2017 216,647.00 437,834,667.77 970,040,488.15
Jinke Central Park
Chongqing • Jinke Bridge July 2010 May 2017 720,000.00 182,576,708.27 801,998,050.15
Village
Chongqing • Jinke Sun November 2009 October 2016 200,000.00 51,151,068.90
Coast
Chongqing • Jinke June 2011 August 2017 334,267.00 24,142,287.31 907,998,536.55
Central Imperial
Garden
Chongqing Bishan • Jinke January 2012 May 2017 287,557.70 496,952,903.37 1,074,700,008.13
Central Park
Chongqing Beibei • Jinke July 2013 July 2017 358,772.00 703,849,114.26 2,327,898,665.39
City
Chongqing • Wansheng March 2014 January 2018 83,794.00 83,815,998.14 461,090,736.21
Jinke China Health City
Chongqing • Jinke Times April 2013 June 2017 387,420.00 755,325,041.36 1,166,011,226.41
Center
Chongqing • Jinke April 2016 January 2018 300,000.00 1,268,991,190.70
Tianyuan Road (Phase
I)
Chongqing • Jinke December 2016 October 2018 240,000.00 803,716,696.34
Tianyuan Road (Phase
II)
Chongqing • Xiyong June 2014 April 2017 465,800.00 1,612,447,374.47 2,436,179,156.55
Tianchen
Chongqing • Xiyong January 2016 September 2017 380,000.00 1,599,370,036.13 1,321,425,954.26
Tianchen (Phase II)
Chongqing • Jinke January 2015 August 2017 190,000.00 508,788,040.46 681,925,404.05
Konggang City
Chongqing • Jinke September 2014 October 2018 113,216.00 80,552,761.27 554,049,375.56
Central Washington
Chongqing Nanchuan • November 2014 June 2017 290,000.00 495,551,599.55 843,725,555.38
Jinke World City
Chongqing Wushan • December 2015 July 2017 220,000.00 411,802,548.19 157,119,315.89
Jinke City (Phase I)

— 405 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Estimated time Estimated total Amount at Amount at the
Commencement of completion investment the end of beginning of
Item name time [note] (RMB’0,000) the period the period
Chongqing Kaixian • July 2011 December 2017 287,247.52 42,197,664.89 570,864,072.63
Jinke Kaizhou City
Chongqing • Kaixian September 2012 June 2017 38,000.00 7,648,639.03 50,020,775.47
Jinke Grand Hotel
Chongqing Kaixian • December 2012 August 2017 187,599.38 352,072,770.62 536,249,197.64
Jinke Wealth Center
Chongqing Kaixian • August 2015 September 2017 100,000.00 548,084,619.00 309,968,201.70
Vega de la Reina
Project
Chongqing Kaixian • September 2016 April 2018 221,384.00 375,584,843.64
Zhaiziping Project
Chongqing Kaixian • East November 2016 August 2018 31,980.00 115,269,455.45
37 Mu Project
Chongqing Yunyang • February 2014 April 2017 304,850.00 1,320,979,602.83 1,404,438,835.30
Jinke World City
Chongqing • Wanzhou June 2015 April 2018 300,000.00 1,109,660,055.22 839,917,849.84
Jinke Guanlan
Chongqing Fuling • Jinke August 2011 April 2017 222,043.00 311,127,882.55 602,402,742.05
Central Park
Chongqing Changshou • July 2012 May 2017 133,112.00 9,101,877.24 6,981,274.84
Jinke Sunshine Town
Chongqing Fuling • Jinke April 2013 October 2017 151,904.00 40,201,359.81 872,101,414.57
Nature City
Chongqing Fuling • Jinke June 2015 May 2017 232,214.00 1,254,281,878.19 960,307,096.32
Nanhu Project
Chongqing Changshou • June 2013 March 2017 437,603.00 1,336,070,319.23 1,963,156,808.93
Jinke World City
Chongqing Fengdou • July 2014 September 2017 250,000.00 282,148,034.35 570,969,887.26
Jinke Golden Coast
Chongqing Yongchuan • August 2010 September 2017 142,000.00 10,679,550.89 37,821,842.96
Jinke Central Park
Chongqing Yongchuan • December 2010 May 2017 148,650.00 86,814,478.54 136,258,490.99
Jinke Sunshine Town
Chongqing Yongchuan • June 2014 August 2017 150,000.00 499,961,862.29 724,306,409.12
Jinke Park Palace
Chongqing Rongchang • December 2015 November 2017 429,228.00 468,507,751.97 636,611,162.26
Jinke World City
Chongqing Dazu • Jinke December 2012 February 2017 240,392.00 447,391,980.68 749,080,351.61
Central Park
Chengdu • Jinke Center December 2012 April 2016 125,000.00 174,211,930.90
Chengdu • Jinke Star May 2015 December 2017 101,229.01 673,271,044.67 480,579,890.39
City
Chengdu • Jinke Bridge April 2010 May 2017 198,982.00 49,591,526.07 336,409,300.06
Village

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FINANCIAL INFORMATION OF JINKE PROPERTY

Estimated time Estimated total Amount at Amount at the
Commencement of completion investment the end of beginning of
Item name time [note] (RMB’0,000) the period the period
Chengdu • Jinke Oriental December 2014 March 2017 150,000.00 747,284,846.03 603,318,628.20
Elegance County
Chengdu • Jinke October 2015 August 2017 96,000.00 665,088,502.74 549,628,888.85
Shuangnan City
Chengdu • Jinke Tianchen October 2016 March 2019 145,275.00 316,887,698.72
Suining • Jinke Beautiful August 2015 October 2017 140,000.00 416,344,980.14 288,606,414.67
Bay Project
Neijiang • Jinke Central July 2012 April 2020 170,000.00 107,915,747.31 115,551,079.41
Park
Neijiang • Jinke Park October 2013 August 2017 350,000.00 679,760,080.31 1,615,750,821.67
Palace
Neijiang • Times Center April 2014 June 2017 160,000.00 77,948,214.00 597,064,620.18
Beijing • Jinke Napa October 2010 December 2016 449,564.00 1,607,667,740.11
House
Beijing • Jinke Center December 2014 November 2017 444,124.52 3,496,844,014.43 3,068,387,422.34
Jinan • Jinke World City April 2014 April 2017 383,260.00 1,494,848,836.41 2,179,788,609.31
Qingdao • Jinke Star August 2015 August 2017 195,651.00 1,694,100,909.94 1,286,245,443.03
Qingdao • Jinke Sunshine April 2014 September 2019 175,000.00 304,098,927.26 557,227,542.68
Town
Jinan Zhangqiu • Jinke April 2016 May 2019 72,000.00 139,924,346.24
Lanhai Project
Jinan Zhangqiu • Jinke December 2016 December 2018 26,000.00 5,237,577.77
Linghang Project
Liuyang • Tianhu New October 2011 July 2018 175,338.00 576,653,459.18 480,122,382.26
City
Changsha • Jinke World January 2009 September 2017 157,775.97 303,191,434.43 543,163,382.78
City
Changsha • Jinke Center April 2013 March 2017 229,411.00 648,395,838.90 1,357,448,300.97
Chenzhou • Central Park February 2014 April 2019 182,732.00 156,214,996.19 419,939,149.76
Chenzhou • Nanling November 2012 May 2017 80,000.00 300,100,059.23 275,527,025.15
Eco-city “By the Water
Side”
Wuxi • Milan Garden B August 2010 December 2017 77,166.00 31,780,774.97 34,208,454.31
Wuxi • Milan Garden A August 2010 December 2018 157,849.33 41,970,458.55 51,231,990.50
Wuxi • Chengnan June 2010 October 2017 515,579.11 657,288,716.21 1,294,800,071.56
Aristocratic Family
Wuxi • Wealth January 2013 May 2018 144,310.39 536,871,619.44 491,453,188.63
Commercial Plaza
Zhangjiagang • Bridge July 2012 December 2017 187,276.00 56,035,476.92 632,751,372.62
Court
Zhangjiagang • Bridge August 2013 December 2017 112,552.00 61,798,218.61 279,663,824.96
Mansion
Suzhou • Nature Garden April 2013 December 2016 167,385.60 626,197,968.26
Suzhou • World View October 2014 November 2017 118,340.00 503,629,982.68 704,204,295.05

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Estimated time Estimated total Amount at Amount at the
Commencement of completion investment the end of beginning of
Item name time [note] (RMB’0,000) the period the period
Suzhou • No. 1 Kefu March 2016 November 2017 70,994.50 426,069,614.36
Road
Nantong • Bridge January 2016 November 2018 76,107.00 313,612,788.13
Waterfront
Jiangsu Rugao • Jinke July 2013 December 2017 114,192.00 401,059,499.51 506,994,217.37
World City
Zhengzhou • Wawuli New December 2015 August 2017 221,225.00 407,403,316.86
Residence
Zhengzhou • Jinke City July 2016 November 2018 403,095.00 2,161,105,022.85
Zhengzhou • Jinke Nature December 2016 November 2019 88,641.81 71,254,842.94
City
Zhengzhou • Flourishing December 2016 December 2019 800,000.00 26,697,742.27
Zhongyuan
(resettlement area)
Xi’an • Jinke Nature City November 2013 December 2017 226,414.56 982,364,110.49 1,212,839,368.29
Xianyang • Jinke World November 2014 November 2018 337,391.33 799,877,095.44 548,170,917.41
City
Hefei • Peninsula No. 1 August 2014 May 2017 115,507.00 1,014,026,928.48
Nanjing • Jinke World August 2016 December 2018 270,266.00 772,419,571.81
View Mountain Villa
Yunnan • Jinke Times November 2015 December 2017 200,000.00 1,235,510,563.09 921,926,676.14
Center
Zunyi • Jinke Central September 2015 June 2017 249,138.00 764,354,512.36 710,234,953.59
Park
Xinjiang • Jinke June 2013 May 2017 146,111.00 274,924,356.21 346,271,340.41
Household Appliances
Expo
Xinjiang • Jinke Vega de October 2015 October 2018 96,053.00 444,004,861.66 136,658,075.97
la Reina Project
Xinjiang • Jinke Central June 2013 August 2017 197,737.00 226,465,146.10 202,146,714.86
Asia Household
Appliances Expo Park
Xinjiang • Jinke Bridge June 2013 September 2017 218,746.00 1,247,342,402.85 568,962,227.09
Village
Hunan • Changsha April 2016 July 2017 147,706.00 408,977,396.79
Science and Technology
City Project
Chongqing • Liangjiang August 2016 December 2017 231,322.24 466,420,170.97
Health, Science and
Technology City
Subtotal 19,082,229.77 46,122,947,713.69 51,913,039,317.88

Note: If the project is developed and delivered by phases, estimated time of completion shall be based on the building which is completed most recently from the balance sheet date.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

2) Inventories — products to be developed

Estimated Estimated total Amount at Amount at the
commencement Estimated time of investment the end of beginning of the
Item name time completion [note] (RMB’0,000) the period period
Chongqing • Jinke June 2016 January 2018 300,000.00 680,762,577.76
Tianyuan Road (Phase I)
Chongqing • Jinke December 2016 October 2018 240,000.00 569,514,210.32
Tianyuan Road (Phase
II)
Chongqing • Jinke Jiuquhe February 2017 December 2020 300,000.00 596,313,912.02
Project
Chongqing • Dadukou Star April 2017 March 2019 85,000.00 50,419,960.00
Phase 3
Chongqing Fengdou • January 2019 July 2020 70,000.00 140,000,000.00
Jinke Golden Coast
Chengdu • Jinke Oriental January 2017 April 2019 32,000.00 111,483,222.84
Elegance County
Chengdu • Jinke Tianchen February 2017 December 2019 79,267.43 144,584,825.04
Neijiang • Jinke Park April 2017 April 2019 350,000.00 505,539,114.31
Palace
Neijiang • Times Center June 2017 November 2019 160,000.00 162,728,846.84
Jinan • Jinke World City August 2017 October 2019 384,000.00 1,067,211,535.43 1,241,436,080.14
Chenzhou • Central Park March 2018 October 2020 88,000.00 132,425,428.55
Nantong • Bridge December 2016 November 2018 63,345.00 227,428,501.11
Waterfront
Jiangsu Rugao • Jinke September 2017 September 2022 118,591.00 267,229,380.00
World City
Zhengzhou • Jinke City April 2018 May 2020 101,407.00 220,402,687.43
Zhengzhou • Jinke Nature May 2017 November 2019 118,000.00 299,692,540.00
City
Yunnan • Jinke Times October 2017 July 2020 108,478.00 273,434,547.88 273,134,388.46
Center
Hunan • Changsha Science May 2017 September 2019 41,175.00 155,505,881.00 374,865,402.68
and Technology City
Project
Subtotal 2,521,263.43 4,126,971,881.34 3,367,141,160.47

Note: If the project is developed and delivered by phases, estimated time of completion shall be based on the building which is completed most recently from the balance sheet date.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

3) Inventories — developed products

Amount at the Amount at
Time of beginning of the Increase in the Decrease in the the end of
Item name completion [note] period current period current period the period
Chongqing • Jinke November 2012 33,766,961.50 2,857,767.14 30,909,194.36
VISAR International
Chongqing • Ants April 2008 28,368,469.60 587,339.59 27,781,130.01
SOHO
Chongqing • Eastern December 2015 15,942,257.42 1,510,891.81 14,431,365.61
Palace
Chongqing • Jinke March 2015 3,037,399.58 3,037,399.58
Oriental Elegance
County
Chongqing • Jinke December 2013 218,558,664.96 41,100,912.00 15,528,804.18 244,130,772.78
Sunshine Town
Chongqing • Tianhu November 2009 28,561,836.20 28,561,836.20
Town
Chongqing • Jinke July 2014 180,605,877.18 17,984,634.61 162,621,242.57
World City
Chongqing • Jinke Star December 2016 354,799,695.88 253,054,436.04 101,745,259.84
Chongqing Hechuan • March 2015 263,716,696.19 135,647,539.78 128,069,156.41
Jinke World City
Chongqing Hechuan • May 2016 463,977,702.99 344,249,891.22 119,727,811.77
Nature City Project
Chongqing Jiangjin • June 2016 177,438,436.34 156,218,965.47 181,980,186.00 151,677,215.81
Jinke World City
Chongqing Jiangjin • October 2016 35,854,307.85 882,403,631.90 589,133,851.85 329,124,087.90
Jinke Central Park
Chongqing • Xiangjiang September 2002 2,728,703.35 2,728,703.35
Garden
Chongqing • Jinke September 2014 110,346,535.08 30,493,600.00 79,852,935.08
Oriental Palace
Chongqing • Jinke June 2016 1,246,388,011.40 948,510,792.05 997,089,250.31 1,197,809,553.14
Bridge Village
Chongqing • Jinke January 2010 4,910,374.91 2,428,576.74 2,481,798.17
Small Town Story
Chongqing • Jinke Sun November 2014 108,679,584.79 16,539,245.70 92,140,339.09
Coast
Chongqing • Jinke March 2012 116,734,820.03 25,724,352.30 12,252,960.04 130,206,212.29
Xicheng Courtyard
Chongqing • Jinke October 2016 636,148,490.76 1,037,294,211.72 1,008,673,750.46 664,768,952.02
Central Imperial Garden
Chongqing Bishan • June 2016 139,751,369.72 778,301,746.73 533,889,048.30 384,164,068.15
Jinke Central Park
Chongqing Beibei • November 2016 21,581,190.93 2,063,963,265.40 1,415,471,466.21 670,072,990.12
Jinke City

— 410 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount at the Amount at
Time of beginning of the Increase in the Decrease in the the end of
Item name completion [note] period current period current period the period
Chongqing • Wansheng December 2016 137,042,975.82 333,934,760.33 56,562,943.07 414,414,793.08
Jinke China Health
City
Chongqing • Jinke April 2016 599,155,354.00 553,265,694.89 956,642,701.59 195,778,347.30
Times Center
Chongqing • Jinsha December 2007 18,233,324.79 18,233,324.79
Waterfront
Chongqing • Yunhu City January 2010 49,755,472.41 49,755,472.41
Chongqing • Green Park December 2009 35,938,042.54 35,938,042.54
Chongqing • Jinke Ten November 2013 88,989,084.43 18,038,897.63 70,950,186.80
Years City
Chongqing • China October 2005 40,211,845.52 40,211,845.52
Town
Chongqing • Xiyong December 2016 1,357,318,188.96 625,591,375.41 731,726,813.55
Tianchen
Chongqing • Jinke December 2016 353,036,462.81 272,389,287.50 80,647,175.31
Konggang City
Chongqing • Jinke October 2016 642,878,268.06 642,878,268.06
Central Washington
Chongqing Nanchuan • December 2016 702,112,422.69 374,803,648.54 327,308,774.15
Jinke World City
Chongqing Kaixian • July 2016 157,889,325.25 723,963,053.34 547,832,496.43 334,019,882.16
Jinke Kaizhou City
Chongqing Kaixian • November 2016 49,775,770.43 343,606,965.92 243,946,727.62 149,436,008.73
Jinke Wealth Center
Chongqing Yunyang • September 2016 516,862,940.50 467,881,037.51 48,981,902.99
Jinke World City
Chongqing • Jinke Lake December 2015 11,965,915.80 3,013,455.69 8,952,460.11
Town
Chongqing Fuling • January 2015 61,119,221.79 61,119,221.79
Jinke World Corridor
B
Chongqing Fuling • October 2016 139,046,014.65 314,568,964.18 104,907,732.00 348,707,246.83
Jinke Central Park
Chongqing Fuling • October 2013 208,975,988.22 5,428,896.52 203,547,091.70
Jinke World Corridor
A
Chongqing Changshou • October 2015 596,711,741.65 337,763,485.89 258,948,255.76
Jinke Sunshine Town
Chongqing Fuling • October 2016 55,203,780.18 939,014,115.88 798,711,427.42 195,506,468.64
Jinke Nature City
Chongqing Changshou • October 2016 885,761,000.88 790,531,099.61 95,229,901.27
Jinke World City
Chongqing Fengdou • November 2016 495,795,127.38 248,606,512.92 247,188,614.46
Jinke Golden Coast

— 411 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount at the Amount at
Time of beginning of the Increase in the Decrease in the the end of
Item name completion [note] period current period current period the period
Chongqing Yongchuan • February 2014 98,847,653.54 2,745,097.97 96,102,555.57
Jinke Central Park
Chongqing Yongchuan • April 2016 161,241,351.34 125,349,627.14 183,817,915.43 102,773,063.05
Jinke Sunshine Town
Chongqing Yongchuan • September 2016 437,682,979.38 216,757,808.67 220,925,170.71
Jinke Park Palace
Chongqing Rongchang • February 2016 258,648,246.36 333,667,215.68 382,563,354.57 209,752,107.47
Jinke World City
Chongqing Dazu • Jinke August 2016 120,144,448.43 535,183,490.13 477,221,779.00 178,106,159.56
Central Park
Chengdu • Jinke December 2012 11,106,257.36 11,106,257.36
Yicheng
Chengdu • Jinke Center April 2016 432,733,760.05 240,356,165.34 177,952,050.19 495,137,875.20
Chengdu• Jinke Bridge May 2016 818,812,986.12 389,155,452.14 354,951,644.64 853,016,793.62
Village
Chengdu • Jinke Nature November 2014 157,397,620.04 26,690,929.08 130,706,690.96
City
Neijiang • Jinke Central July 2016 411,312,788.18 245,078,473.46 150,288,423.02 506,102,838.62
Park
Neijiang • Jinke Park December 2016 829,846,051.37 535,216,122.05 294,629,929.32
Palace
Neijiang • Times Center July 2016 457,150,882.68 232,405,957.04 224,744,925.64
Beijing • Patio Palace June 2012 10,145,826.81 10,145,826.81
Beijing • Jinke Napa December 2016 1,201,834,824.25 1,867,687,432.47 1,271,413,698.20 1,798,108,558.52
House
Beijing • Jinke Bridge October 2015 84,506,872.75 4,020,299.19 48,129,027.58 40,398,144.36
Garden
Jinan • Jinke World July 2016 1,458,771,006.86 1,185,261,588.31 273,509,418.55
City
Qingdao • Jinke November 2016 82,278,654.72 461,055,256.53 132,078,538.61 411,255,372.64
Sunshine Town
Changsha • Flourishing August 2015 261,108,203.39 103,101,511.70 158,006,691.69
Oriental Courtyard
Liuyang • Tianhu New April 2015 620,161,843.87 63,929,318.25 556,232,525.62
City
Changsha • Jinke World December 2016 311,853,444.60 387,415,195.66 465,010,889.38 234,257,750.88
City
Changsha • Jinke Center January 2016 910,010,927.43 470,415,918.69 439,595,008.74
Chenzhou • Central November 2016 76,429,586.47 362,937,244.77 182,024,034.30 257,342,796.94
Park
Chenzhou • Nanling December 2016 161,482,189.47 39,554,423.44 35,466,370.80 165,570,242.11
Eco-city “By the
Water Side”
Wuxi • Jinke Eastern January 2013 58,447,587.73 3,599,236.49 54,848,351.24
Palace

— 412 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount at the Amount at
Time of beginning of the Increase in the Decrease in the the end of
Item name completion [note] period current period current period the period
Wuxi • Jinke Dream January 2015 50,421,077.16 3,901,592.97 46,519,484.19
House
Wuxi • Jinke Wanbo January 2015 242,745,431.32 154,138,736.71 88,606,694.61
Plaza
Wuxi • Milan Garden B August 2012 101,195,711.97 101,195,711.97
Wuxi • Milan Garden A January 2015 391,477,355.91 50,284,134.31 341,193,221.60
Wuxi • Chengnan November 2016 1,191,735,300.82 730,938,496.04 858,817,108.95 1,063,856,687.91
Aristocratic Family
Wuxi • Wealth November 2016 975,541,402.68 174,455,762.89 996,884,807.99 153,112,357.58
Commercial Plaza
Jiangyin • Fairview June 2012 9,362,273.32 1,244,840.51 8,117,432.81
Garden
Jiangyin • Oriental October 2012 11,182,882.06 6,828,638.30 4,354,243.76
Courtyard
Jiangyin • Oriental September 2015 234,110,932.86 75,176,979.28 158,933,953.58
Mansion
Zhangjiagang • Bridge November 2016 394,001,522.34 759,268,590.09 705,214,643.62 448,055,468.81
Court
Zhangjiagang • Bridge June 2016 389,364,903.04 224,578,553.14 431,458,585.66 182,484,870.52
Mansion
Suzhou • Scene August 2015 1,036,499,010.07 446,408,584.91 590,090,425.16
Mansion
Suzhou • Nature Garden December 2016 126,809,446.03 845,980,749.06 935,282,544.97 37,507,650.12
Suzhou • World View November 2016 452,627,181.53 420,421,513.96 32,205,667.57
Nantong • Bridge September 2015 561,406,052.12 191,332,973.89 370,073,078.23
Waterfront
Jiangsu Rugao • Jinke December 2015 613,312,751.85 457,772,208.78 155,540,543.07
World City
Xi’an • Jinke Nature November 2016 558,636,803.40 461,103,500.77 97,533,302.63
City
Hefei • Peninsula No. 1 June 2016 618,074,728.96 287,202,728.52 330,872,000.44
Zunyi • Jinke Central December 2016 386,734,293.56 369,205,771.94 17,528,521.62
Park
Xinjiang • Jinke May 2016 246,700,074.58 79,155,788.51 167,544,286.07
Household Appliances
Expo
Xinjiang • Jinke Bridge September 2015 76,392,929.68 6,997,219.10 83,390,148.78
Village
Chongqing • Meishe October 2005 3,434,459.41 3,434,459.41
Project
Subtotal 17,370,621,433.39 29,004,327,818.28 25,055,047,690.66 21,319,901,561.01

Note: If the project is developed and delivered by phases, time of completion shall be based on the building which is completed most recently from the balance sheet date.

— 413 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • 4) Inventories — leased products developed
Amount at the Increase in Amount at the
beginning of the the current Decrease in the end of the
Item name period period current period period
Chongqing • Jinke Sunshine Town 12,371,752.25 379,377.84 11,992,374.41
Chongqing • Jinsha Waterfront 8,691,398.23 323,797.20 8,367,601.03
Chongqing • Yunhu City 31,043,425.24 1,105,058.76 29,938,366.48
Chongqing • Jinke Ten Years City 21,330,212.66 2,154,815.32 19,175,397.34
Chongqing • Bridge Waterfront 10,462,430.00 518,989.65 298,067.16 10,683,352.49
Chongqing • VISAR International 19,535,720.50 512,418.95 459,000.12 19,589,139.33
Chongqing Kaixian • Kaizhou City
(Phase II) 41,943,689.07 41,943,689.07
Chongqing • Jinke Xicheng Courtyard 28,034,076.80 876,126.12 27,157,950.68
Chongqing • Jinke Bridge Village 28,932,920.91 5,820,383.45 23,112,537.46
Chongqing Fuling • Jinke Golden Coast 3,463,332.53 102,337.92 3,360,994.61
Chongqing • Jinke Lake Town 5,912,853.14 176,661.84 5,736,191.30
Chongqing Fuling • Jinke World
Corridor District A 53,954,138.69 831,980.63 1,600,816.97 53,185,302.35
Chongqing Changshou • Jinke Sunshine
Town 13,361,992.98 470,974.77 12,891,018.21
Chongqing Changshou • Jinke World
City 23,284,319.88 231,470.88 23,052,849.00
Chongqing Yongchuan • Jinke Central
Park 47,991,135.19 1,636,963.54 46,354,171.65
Chongqing • Rongchang World City
(Phase II) 7,985,689.42 219,233.88 7,766,455.54
Chongqing • Chayuan Flower Street
Project 16,856,387.40 469,204.80 16,387,182.60
Chongqing • Jiangjin World City 2,113,822.71 5,543,351.93 155,442.16 7,501,732.48
Liuyang • Tianhu New City 38,887,803.11 1,105,904.40 37,781,898.71
Changsha • Jinke World City 25,568,948.53 7,455,673.91 18,113,274.62
Changsha • Jinke Center 14,509,264.22 56,847.56 14,452,416.66
Suzhou • Scene Mansion 37,624,200.86 37,624,200.86
Subtotal 379,510,787.85 121,755,467.63 25,098,158.60 476,168,096.88

— 414 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Other current assets

  2. (1) Details

Amount at the
Amount at the end beginning of the
Item of the period period
Pending turnover taxes 1,538,897,200.76 2,483,108,834.11
VAT to be deducted 182,888,360.40 130,240,495.66
Total 1,721,785,561.16 2,613,349,329.77
  • (2) Other descriptions

The business tax, city maintenance and construction tax, education surcharge, local education surcharge and land value added tax paid as per the statutory tax rate for the not-carried-over income from advance payments for commodity houses as well as deductible VAT input tax were stated by the Company as other current assets.

8. Available-for-sale financial assets

(1) Details

Amount at the end of the period Amount at the end of the period **Amount at the ** **beginning of ** the period
Provision for Provision for
Item Book balance impairment
Book value
Book balance impairment Book value
Available-for-sale equity
instruments 115,456,732.98 115,456,732.98 115,456,732.98 115,456,732.98
Including: Those
measured on the basis
of cost 115,456,732.98 115,456,732.98 115,456,732.98 115,456,732.98
Others [note] 200,000,000.00 200,000,000.00 100,000,000.00 100,000,000.00
Total 315,456,732.98 315,456,732.98 215,456,732.98 215,456,732.98

Note: The subsidiary Chongqing Jinke Liangjiang Hotel Co., Ltd. subscribed for secondary asset-backed securities of RMB100 million in the CMS Super Value — Jinke Co., Ltd. Accounts Receivable (Phase I) Asset-backed Plan in the current period.

— 415 —

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FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Available-for-sale financial assets measured on the basis of cost at the end of the period

Book balance Amount at the Amount at the beginning of the Increase in the Decrease in the end of the Invested entity period current period current period period USUM Investment Group Co., Ltd. 115,456,732.98 115,456,732.98 Subtotal 115,456,732.98 115,456,732.98

Invested entity Provision for impairment Percentage of Amount at the Increase in Decrease in Amount at the equity in the Cash bonus of beginning of the current the current end of the invested entity the current the period period period period (%) period USUM Investment Group Co., Ltd. 2.92 Subtotal

  1. Long-term equity investment

  2. (1) Classified details

Amount at the end of the period Amount at the end of the period Amount at the end of the period **Amount at the beginning of ** **Amount at the beginning of ** the period
Provision for Provision for
Item Book balance impairment Book value Book balance impairment Book value
Investment in associated
enterprises 573,173,954.16 573,173,954.16 181,090,457.45 181,090,457.45
Investment in joint
ventures 213,066,529.18 213,066,529.18 209,996,804.01 209,996,804.01
Total 786,240,483.34 786,240,483.34 391,087,261.46 391,087,261.46

— 416 —

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FINANCIAL INFORMATION OF JINKE PROPERTY

(2) Details

Increase/decrease in the current period Increase/decrease in the current period Increase/decrease in the current period Increase/decrease in the current period
Investment Adjustments
gains/losses to other
Amount at the confirmed consolidated
beginning of Investment Investment based on income Joint
Invested entity the period added reduced equity method venture
Xinjiang Jinke New Energy Equity
Investment Joint Venture (limited
partnership) 200,000,000.00 3,143,272.17
Yunnan Jinwanzhong Real Estate
Development Co., Ltd. 9,996,804.01 -73,547.00
Subtotal 209,996,804.01 3,069,725.17
Associated enterprises
Chongqing Yinhai Finance Leasing Co.,
Ltd. 77,833,295.02 3,721,519.41
Wujiang Jinke Yangzi Real Estate
Development Co., Ltd. 103,257,162.43 -103,257,162.43
Nanning Sunac Shicheng Property Co.,
Ltd. 490,000,000.00 -337,666.24
Wujiaqu Xuelian Jinke Education
Management Co., Ltd. 410,000.00 -1,515.48
Qianhai Botong (Shenzhen) Fund
Management Co., Ltd. 9,000,000.00 -1,936,945.68
Subtotal 181,090,457.45 499,410,000.00 -101,811,770.42
Total 391,087,261.46 499,410,000.00 -98,742,045.25

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APPENDIX II

**Increase/decrease in ** **Increase/decrease in ** the current period Balance of
Cash dividends provision for
or profits Provision Amount at the impairment at
Other equity announced to withdrawn for end of the the end of the
Invested entity changes be distributed impairment Others period period
Joint venture
Xinjiang Jinke New
Energy Equity
Investment Joint
Venture (limited
partnership) 203,143,272.17
Yunnan Jinwanzhong Real
Estate Development
Co., Ltd. 9,923,257.01
Subtotal 213,066,529.18
Associated enterprises
Chongqing Yinhai
Finance Leasing Co.,
Ltd. 5,514,732.87 76,040,081.56
Wujiang Jinke Yangzi
Real Estate
Development Co., Ltd.
Nanning Sunac Shicheng
Property Co., Ltd.
[Note 1] 489,662,333.76
Wujiaqu Xuelian Jinke
Education Management
Co., Ltd. 408,484.52
Qianhai Botong
(Shenzhen) Fund
Management Co., Ltd.
[Note 2] 7,063,054.32
Subtotal 5,514,732.87 573,173,954.16
Total 5,514,732.87 786,240,483.34

Note 1: According to the “Cooperative Development Agreement on the South Anji Project in Nanning” signed between the Company and Chongqing SUNAC Foundation Real Estate Development Co. Ltd. (hereinafter referred to as “Chongqing SUNAC”), the two parties simultaneously increased capital in the project company originally set up by Chongqing SUNAC - Nanning Sunac Shicheng Property Co., Ltd. (hereinafter referred to as “Nanning Sunac”). After the capital increase, Chongqing SUNAC holds 51% equity in Nanning Sunac and the Company holds 49% equity in Nanning Sunac. Since the Company has a significant impact on Nanning Sunac, it was included in associated enterprise accounting.

  • Note 2: According to the Capital Increase Agreement signed between subsidiary Shenzhen Jinke Industry Investment Fund Management Co., Ltd. (hereinafter referred to as the “Jinke Industry Investment Fund”) and Shenzhen Qianhai Capital Management Co., Ltd. (hereinafter referred to as “Qianhai Capital”), the two parties simultaneously increased capital in Qianhai Botong (Shenzhen) Fund Management Co., Ltd. (hereinafter referred to as “Qianhai Botong”) which was originally set up by Jinke Industry Investment Fund. After the increase capital, the two parties each held 50% equity in Qianhai Botong. According to the agreement, Jinke Industry Investment Fund has a significant impact on Qianhai Botong, so it was included in associated enterprise accounting.

— 418 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Investment property

  2. (1) Details

Houses and
Item buildings Total
Amount at the beginning of the period 2,888,950,566.79 2,888,950,566.79
Changes in the current period
Add: Inventory transfer in
Less: Other transfer out 66,825,264.30 66,825,264.30
Change in fair value 63,367,452.14 63,367,452.14
Amount at the end of the period 2,885,492,754.63 2,885,492,754.63
  • (2) Details about investment property subsequently measured at fair value
Increase in Decrease in
Fair value at the investment Change in fair investment Fair value
beginning of the property in the value in the property in the at the end of
Item period current period current period current period the period
Red Star Macalline
Furniture Hall 1,311,244,026.79 8,210,572.79 1,319,454,599.58
The 4th and 5th floor and
parking space of
Tianwangxing Office
Building 27,734,351.00 -558,636.00 27,175,715.00
Commercial housing on
floor B1 of Jinke
Sunshine Town 39,559,627.80 1,541,284.20 41,100,912.00
Office building at Qingyang
District, Chengdu 5,092,880.00 225,262.00 5,318,142.00
Shopping mall and
warehouse on floor B1 of
Hechuan World City 30,862,627.39 -772,587.62 30,090,039.77
Shopping mall and
warehouse on floor B1 of
Jinke Kaizhou City 25,880,223.81 -857,365.53 25,022,858.28
Underground supermarket in
Xicheng Courtyard 24,032,830.00 1,691,522.30 25,724,352.30
Jinke • Fuling World
Corridor District B 1,424,544,000.00 53,887,400.00 1,478,431,400.00
Total 2,888,950,566.79 63,367,452.14 66,825,264.30 2,885,492,754.63

— 419 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Appreciation rate
Rent income in calculated at fair
the current value at the end
Item Location Floor area period of the period
Red Star Macalline Furniture Hall No. 888, Xinnan Road, 106,927.62 41,500,098.40 0.63%
Tiangongdian Street, Yubei
District, Chongqing
The 4th and 5th floor and parking No. 68, Xingguang Avenue, 2,618.18 1,830,557.14 -2.01%
space of Tianwangxing Office Hi-Tech Park, New North Zone,
Building Chongqing
Commercial housing on floor B1 Jinke Star City, No. 184-12 and 5,708.46 3.90%
of Jinke Sunshine Town No. 184-13, Xinnan Road, Yubei
District, Chongqing
Office building at Qingyang No. 308, Shuncheng Street, 489.70 363,602.35 4.42%
District, Chengdu Qingyang District, Chengdu
Shopping mall and warehouse on Building 23, No. 5, Hongshi 2,415.88 512,900.00 -2.50%
floor B1 of Hechuan World Avenue, Jiulong Park Street,
City Jiulongpo District
Shopping mall and warehouse on Building 22, No. 5, Hongshi 4,935.98 41,664.80 -3.31%
floor B1 of Jinke Kaizhou City Avenue, Jiulong Park, Jiulongpo
District
Underground supermarket in Underground supermarket at 3171.93 347,556.00 7.04%
Xicheng Courtyard Building 19, No. 5, Hongshi
Avenue, Jiulong Park, Jiulongpo
District
Jinke • Fuling World Corridor No. 6, Zhongshan Road, Fuling 94,089.73 18,228,201.23 3.78%
District B District, Chongqing
Total 220,357.48 62,824,579.92
  • (3) Other descriptions

  • 1) To meet operation needs, the Company’s President’s Office Association decided to sell the underground supermarket in Xicheng Courtyard (3,171.93 m[2] of commercial houses) and floor B1 of Jinke Sunshine Town (5,708.46 m[2] of commercial houses) in the current period which were supposed to be held for long term and state them under inventories — developed products.

  • 2) At the end of the period the Company entrusted Chongqing Huakang Asset & Land & Real Estate Valuation Co., Ltd. to evaluate its self-held investment property to determine the fair value of the investment property and issued Asset Evaluation Report on the Fair Value of Investment Property of Jinke Property Group Co., Ltd. (Chong Kang Ping Bao Zi No. 331 [2016]).

— 420 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Power
Decoration of generation
Houses and Machinery & Electronic Means of Other houses and Household related
Item buildings equipment equipment transport equipment buildings appliances equipment Total
Original book value
Amount at the beginning of the
period 1,022,081,490.23 36,707,577.23 110,793,479.70 60,040,576.99 56,219,587.33 407,336,762.53 33,468,571.28 1,169,157,421.35 2,895,805,466.64
Increase in the current period 149,149,455.17 4,530,251.88 23,385,836.26 14,652,725.24 11,834,359.91 17,519,609.94 4,108,529.37 149,974,156.01 375,154,923.78
1) Purchase 3,841,357.86 4,530,251.88 20,212,339.83 5,965,304.61 11,468,075.91 15,131,140.93 3,228,004.37 64,969.51 64,441,444.90
2) Carried over from construction
in progress 2,682,608.43 2,388,469.01 149,909,186.50 154,980,263.94
3) Increase from merger of
enterprises 500,133.61 490,888.00 8,687,420.63 366,284.00 880,525.00 10,925,251.24
4) Inventory transfer in 144,807,963.70 144,807,963.70
Decrease in the current period 11,096,019.68 4,010,297.80 11,977,799.69 5,533,280.66 8,289,013.24 8,814,756.55 629,532.32 50,350,699.94
1) Disposal or scrapping 11,096,019.68 4,010,297.80 11,977,799.69 5,533,280.66 8,289,013.24 8,814,756.55 629,532.32 50,350,699.94
Amount at the end of the period 1,160,134,925.72 37,227,531.31 122,201,516.27 69,160,021.57 59,764,934.00 416,041,615.92 36,947,568.33 1,319,131,577.36 3,220,609,690.48
Cumulative depreciation
Amount at the beginning of the
period 58,812,641.66 14,048,613.22 59,589,615.11 34,515,609.68 21,811,250.71 118,569,842.60 11,902,941.35 48,099,105.87 367,349,620.20
Increase in the current period 27,851,480.67 3,625,723.90 23,089,243.17 13,042,380.93 15,820,370.33 62,590,427.54 6,034,500.24 63,474,385.60 215,528,512.38
1) Withdrawal 27,466,324.01 3,625,723.90 22,874,444.27 9,886,931.35 15,478,983.59 62,590,427.54 5,939,489.62 63,474,385.60 211,336,709.88
2) Increase from merger of
enterprises 385,156.66 214,798.90 3,155,449.58 341,386.74 95,010.62 4,191,802.50
Decrease in the current period 959,300.16 1,522,256.04 11,258,242.76 4,602,106.31 7,770,942.10 2,200,564.87 368,822.89 28,682,235.13
1) Disposal or scrapping 959,300.16 1,522,256.04 11,258,242.76 4,602,106.31 7,770,942.10 2,200,564.87 368,822.89 28,682,235.13
Amount at the end of the period 85,704,822.17 16,152,081.08 71,420,615.52 42,955,884.30 29,860,678.94 178,959,705.27 17,568,618.70 111,573,491.47 554,195,897.45
Provision for impairment
Amount at the beginning of the
period
Increase in the current period
1) Withdrawal
Decrease in the current period
1) Disposal or scrapping
Amount at the end of the period
Book value
Book value at the end of the
period 1,074,430,103.55 21,075,450.23 50,780,900.75 26,204,137.27 29,904,255.06 237,081,910.65 19,378,949.63 1,207,558,085.89 2,666,413,793.03
Book value at the beginning of
the period 963,268,848.57 22,658,964.01 51,203,864.59 25,524,967.31 34,408,336.62 288,766,919.93 21,565,629.93 1,121,058,315.48 2,528,455,846.44

(2) Information on fixed assets without a certificate of title

Reason for absence Item Book value of certificate of title Houses and buildings 71,169,402.74 In process Subtotal 71,169,402.74

— 421 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Construction in progress

  2. (1) Details

Amount at the end of the period Amount at the end of the period Amount at the end of the period **Amount at the beginning of ** **Amount at the beginning of ** the period
Provision for Provision for
Item Book balance impairment Book value Book balance impairment Book value
Hotel renovations 1,378,502.61 1,378,502.61 919,964.28 919,964.28
The sixth wind farm (200
MW) project in
Yandun, Hami 155,916,370.01 155,916,370.01
The second wind farm
(200 MW) project in
District C, Jingxia 560,174,630.70 560,174,630.70
Fragmentary projects 535,784.93 535,784.93 1,421,276.37 1,421,276.37
Total 562,088,918.24 562,088,918.24 158,257,610.66 158,257,610.66

(2) Changes of important construction in progress in the current period

Amount at the Amount at the Increase in Increase in Amount at the
beginning of the current Transferred to Other end of the
Project name Budget the period period fixed assets decreases period
Hotel renovations 919,964.28 8,488,312.77 2,388,469.01 5,641,305.43 1,378,502.61
The sixth wind farm
(200 MW) project in
Yandun, Hami 155,916,370.01 933,652.58 149,909,186.50 6,940,836.09
The second wind farm
(200 MW) project in
District C, Jingxia RMB1.56 billion 560,174,630.70 560,174,630.70
Fragmentary projects 1,421,276.37 2,838,393.36 2,682,608.43 1,041,276.37 535,784.93
Subtotal 158,257,610.66 572,434,989.41 154,980,263.94 13,623,417.89 562,088,918.24
Interest
Percentage of Accumulated Amount of capitalization
total project amount of capitalized rate in the
investment to Construction capitalized interest in the current period
Project name budget (%) progress (%) interest current period **(%) ** Fund source
Hotel renovations Self-raised
The sixth wind farm 100 21,392,400.00 8.00 Self-raised and
(200 MW) project in borrowed
Yandun, Hami
The second wind farm 36 21,320,843.08 21,320,843.08 5.75 Self-raised,
(200 MW) project in raised and
District C, Jingxia borrowed
Fragmentary projects Self-raised
Subtotal 42,713,243.08 21,320,843.08

— 422 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

13. Intangible assets

  • (1) Details
Trademark
Item Land use right Software right Total
Original book value
Amount at the beginning of the
period 49,655,020.45 32,672,335.20 124,125.83 82,451,481.48
Increase in the current period 7,983,491.09 8,179,053.99 12,000.00 16,174,545.08
1)
Purchase
7,983,491.09 8,109,053.99 12,000.00 16,104,545.08
2)
Increase from merger of
enterprises 70,000.00 70,000.00
3)
Inventory transfer in
Decrease in the current period 598,274.19 598,274.19
1)
Disposal
598,274.19 598,274.19
Amount at the end of the period 57,638,511.54 40,253,115.00 136,125.83 98,027,752.37
Accumulated amortization
Amount at the beginning of the
period 4,539,918.74 18,103,654.88 52,665.66 22,696,239.28
Increase in the current period 1,422,040.88 5,915,638.76 11,937.00 7,349,616.64
1)
Withdrawal
1,422,040.88 5,906,305.48 11,937.00 7,340,283.36
2)
Increase from merger of
enterprises 9,333.28 9,333.28
Decrease in the current period 302,280.00 302,280.00
1)
Disposal
302,280.00 302,280.00
Amount at the end of the period 5,961,959.62 23,717,013.64 64,602.66 29,743,575.92
Provision for impairment
Amount at the beginning of the
period
Increase in the current period
1)
Withdrawal
Decrease in the current period
1)
Disposal
Amount at the end of the period
Book value
Book value at the end of the period 51,676,551.92 16,536,101.36 71,523.17 68,284,176.45
Book value at the beginning of the
period 45,115,101.71 14,568,680.32 71,460.17 59,755,242.20

— 423 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Information on land use right without a certificate of title

Reason for absence Item Book value of certificate of title Land use right 3,135,799.62 In process Subtotal 3,135,799.62

  1. Goodwill

  2. (1) Original book value of goodwill

Goodwill
formed by
merger of
Amount at the enterprises in Decrease in the Amount at
Name of invested entity or beginning of the current current period the end of
matters forming goodwill the period period Disposal Others the period
Chongqing Qingheng
Trading Co., Ltd. 98,151.81 98,151.81
Chongqing Qingke Trading
Co., Ltd. 30,000.00 30,000.00
Chongqing New Start
Decorative Engineering
Co., Ltd. 859,680.06 859,680.06
Chongqing Zhanhong
Garden Co., Ltd. 2,525,698.65 2,525,698.65
Chongqing Tianhao
Menchuang Co., Ltd. 3,869,524.97 3,869,524.97
Chongqing Yuanhao
Decorative Engineering
Co., Ltd. 113,488.03 113,488.03
Xinjiang Huaran Oriental
New Energy Co., Ltd. 483,776,339.06 483,776,339.06
Chongqing Zunda Property
Management Co., Ltd. 5,148,667.73 5,148,667.73
Dehong Huajiang Property
Co., Ltd. 418.20 418.20
Chongqing Shunsheng
Chengxun Property
Management Co., Ltd. 678,342.72 678,342.72
Total 496,421,550.31 678,760.92 497,100,311.23

— 424 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Provision for impairment of goodwill
Amount
at the Increase in the Decrease in the Amount at
Name of invested entity or beginning of current period current period the end of
matters forming goodwill the period Withdrawal Others Disposal Others the period
Chongqing Qingheng Trading Co., Ltd. 98,151.81 98,151.81
Chongqing Qingke Trading Co., Ltd. 30,000.00 30,000.00
Subtotal 128,151.81 128,151.81
  • (3) Goodwill impairment testing process, parameters and methods of recognizing goodwill impairment loss

Treat Xinjiang Huaran Oriental New Energy Co., Ltd. and Chongqing Tianhao Menchuang Co., Ltd. as different asset groups. According to the expected future cash flow generated during the continuous use or final disposal of the asset groups, determine the discounted cash with an appropriate pre-tax discount rate as the asset groups’ recoverable amount, and compare it with their book value. The results show that there is no new impairment loss in the two asset groups.

15. Long-term prepaid expenses

Amount at the Amortization in Amount at the
beginning of Increase in the the current Other end of the
Item the period current period period decreases period
Expense for decoration
[Note] 26,693,841.00 28,594,052.20 26,245,742.12 29,042,151.08
Property insurance 609,166.41 245,476.34 415,476.38 439,166.37
Total 27,303,007.41 28,839,528.54 26,661,218.50 29,481,317.45

Note: The expense for decoration is the amount used by the Company and its subsidiaries for decoration of offices leased.

— 425 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Deferred tax assets and deferred tax liabilities

  2. (1) Deferred tax assets not offset

Amount at the beginning Amount at the beginning
Item Amount at the end of the period of the period
Deductable Deductable
temporary Deferred tax temporary Deferred tax
difference assets difference assets
Provision for asset impairment 119,589,595.21 25,544,747.48 156,964,624.53 35,712,757.50
Estimated profit as calculated based
on advance sale income of real
estate enterprises 2,902,709,774.36 620,102,791.63 2,505,752,634.29 525,240,526.03
Deductible loss 1,426,492,378.72 354,951,479.64 1,385,831,402.51 331,028,031.93
Unrealized profit of internal
transaction 215,162,486.87 53,790,621.72 282,707,875.40 70,676,968.85
Land premium amortization 549,314,958.52 137,328,739.63 571,326,708.40 142,831,677.10
Others 1,947,726,151.57 420,680,005.49 1,170,485,874.55 224,285,117.82
Total 7,160,995,345.25 1,612,398,385.59 6,073,069,119.68 1,329,775,079.23
  • (2) Deferred tax liabilities not offset
Amount at the beginning Amount at the beginning
**Amount at the end ** of the period of the period
Taxable Taxable
temporary Deferred tax temporary Deferred tax
Item differences liabilities differences liabilities
Investment property measured
through the fair value pattern 2,147,831,212.10 535,351,285.72 2,137,993,435.99 526,506,717.17
Others 17,180,333.70 2,674,085.36 93,490,423.74 22,313,928.47
Total 2,165,011,545.80 538,025,371.08 2,231,483,859.73 548,820,645.64

— 426 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (3) Details of unrecognized deferred tax assets
Amount at the
Amount at the end beginning of the
Item of the period period
Deductable temporary difference
Provision for asset impairment 865,218,165.59 1,064,642,070.74
Deductible loss 1,005,240,916.46 335,159,258.70
Provision for impairment of goodwill 128,151.81 128,151.81
Estimated profit as calculated based on advance sale
income of real estate enterprises 120,050,132.29 139,354,215.71
Others 428,038,137.40 101,584,195.83
Subtotal 2,418,675,503.55 1,640,867,892.79
  • (4) Deductible loss of unrecognized deferred tax assets will mature in the following years
Amount at
Amount at the the beginning
Year end of the period of the period Notes
2017 32,484,943.22 15,579,804.03
2018 29,949,478.39 21,218,524.73
2019 97,154,873.60 34,688,957.41
2020 357,393,065.49 263,671,972.53
2021 488,258,555.76
Subtotal 1,005,240,916.46 335,159,258.70
  • (5) Other descriptions

The “Others” in the schedules of deferred tax assets not offset and the unrecognized deferred tax assets mainly include deductible costs, fees, taxes not put into the treasury, deferred income and other temporary differences.

— 427 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

17. Other non-current assets

Amount at the
Amount at the end beginning of
Item of the period the period
Assets for demolition of Anhui Guorun Electronic
Technology Co., Ltd. [Note 1] 70,000,000.00 70,000,000.00
Qingdao Haier Real Estate Group Co. Ltd. [Note 2] 207,878,101.47
Tianjin property rights exchange [Note 3] 210,362,082.31
Equity acquisition price of Chongqing Zhongjun
Investment Co., Ltd. 73,000,000.00
Total 561,240,183.78 70,000,000.00

Note 1: Subsidiary Wuxi Jinke Jiarun Real Estate Development Co., Ltd. (hereinafter referred to as “Wuxi Jiarun”) acquired 51% equity of Anhui Guorun Electronic Technology Co., Ltd. (hereinafter referred to as “Guorun Electronic”) in August 2015. As at 31 December 2016, demolition and change of land use nature of the land owned by Guorun Electronic have not been completed yet.

Note 2: Refer to Note XIV (II) 8 to the Financial Statements for details.

Note 3: Refer to Note XIV (II) 9 to the Financial Statements for details.

18. Short-term loans

Amount at the
Amount at the end beginning of
Item of the period the period
Guaranteed loan 884,000,000.00 1,030,000,000.00
Pledged loan 242,000,000.00 291,600,000.00
Mortgaged loan 200,000,000.00 560,000,000.00
Mortgaged and guaranteed loan 200,000,000.00
Total 1,526,000,000.00 1,881,600,000.00

19. Notes payable

Amount at the
Amount at the end beginning of
Item of the period the period
Bank acceptance bill 35,863,721.87 1,317,213,982.92
Total 35,863,721.87 1,317,213,982.92

— 428 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Accounts payable

Amount at the Amount at the end beginning of Item of the period the period Project accounts payable 7,061,520,157.57 7,672,794,812.86 Payment for materials and equipment payable 493,075,526.51 446,994,323.06 Total 7,554,595,684.08 8,119,789,135.92

Item

  1. Advance receipts

(1) Details

Amount at the Amount at the end beginning of Item of the period the period Advance receipts of commodity housing 26,179,077,115.18 26,507,928,492.32 Others 94,988,917.68 77,042,667.09 Total 26,274,066,032.86 26,584,971,159.41

  • (2) Important advance receipts aged 1 year or above

Item

Qingdao • Jinke Star Subtotal

Reason for delayed Amount at the end repayment or of the period carry-over 50,000,000.00 Not completed yet 50,000,000.00

— 429 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (3) Other descriptions

Payment collection of the advance-sale commodity housing:

Amount at the
Amount at the end beginning of the
Project name of the period period
Chongqing • Jinke Garden 310,750.00
Chongqing • Jinke VISAR International 1,273,371.45 554,043.00
Chongqing • Ants SOHO 221,818.80 48,483.56
Chongqing • Eastern Palace 53,812.51 28,955.46
Chongqing • Jinke Oriental Elegance County 496,112.80 496,112.80
Chongqing • Jinke Sunshine Town 13,913,092.82 7,578,368.00
Chongqing • Tianhu Town 1,573,586.96 1,535,491.72
Chongqing • Jinke World City 22,922,423.72 22,015,169.00
Chongqing • Jinke Star 176,304,922.59 29,954,379.00
Chongqing Hechuan • Jinke World City 18,168,817.97 76,079,907.00
Chongqing Hechuan • Nature City Project 87,974,771.38 250,739,075.00
Chongqing Jiangjin • Jinke World City 98,933,241.83 93,660,096.00
Chongqing Jiangjin • Jinke Central Park 516,992,016.48 606,932,177.00
Chongqing • Xiangjiang Garden 558,824.00 558,824.00
Chongqing • Jinke Oriental Palace 15,586,678.59 17,329,584.00
Chongqing • Jinke Bridge Village 441,905,501.34 1,018,539,051.63
Chongqing • Jinke Small Town Story 184,272.42 722,857.00
Chongqing • Jinke Sun Coast 12,634,475.61 40,056,511.00
Chongqing • Jinke Xicheng Courtyard 47,281,997.06 31,594,675.00
Chongqing • Jinke Leijiaqiao 187,086,232.91 624,399,522.17
Chongqing Bishan • Jinke Central Park 302,106,449.68 445,615,716.79
Chongqing Beibei • Jinke City 99,376,527.18 1,297,809,031.00
Chongqing • Wansheng Jinke China Health City 74,975,548.16 16,239,867.00
Chongqing • Jinke Times Center 65,999,016.82 1,445,940,284.68
Chongqing • Jinsha Waterfront 19,289,108.92 19,290,441.44
Chongqing • Yunhu City 897,143.83 897,143.83
Chongqing • Bridge Waterfront 264,645.78
Chongqing • Green Park 2,347,458.69 2,347,458.69
Chongqing • Jinke Ten Years City 7,262,795.37 989,873.50
Chongqing • China Town 16,522,915.29 1,248,911.52
Chongqing • Jinke Tianyuan Road (Phase I) 560,570,843.03
Chongqing • Xiyong Tianchen 1,656,811,411.27 1,462,188,910.00
Chongqing • Xiyong Tianchen (Phase II) 698,388,801.26
Chongqing • Jinke Konggang City 330,153,651.28 224,268,415.00
Chongqing • Jinke Central Washington 347,014,526.75 165,690,036.00

— 430 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Amount at the
Amount at the end beginning of the
Project name of the period period
Chongqing Nanchuan • Jinke World City 349,501,309.70 428,972,101.00
Chongqing Wushan • Jinke City (Phase I) 187,352,308.62
Chongqing Kaixian • Jinke Kaizhou City 52,054,451.08 824,543,239.30
Chongqing Kaixian • Jinke Wealth Center 430,536,654.74 344,980,859.00
Chongqing Kaixian • Vega de la Reina Project 422,452,157.45
Chongqing Yunyang • Jinke World City 866,617,587.60 852,214,577.00
Chongqing • Wanzhou Jinke Guanlan 348,184,868.83
Chongqing Fuling • Jinke Golden Coast 28,898.38
Chongqing Fuling • Jinke Bridge Waterfront 232,047.23
Chongqing • Jinke Lake Town 5,936,938.52 5,762,077.44
Chongqing Fuling • Jinke World Corridor B 99,785.16
Chongqing Fuling • Jinke Central Park 22,705,719.91 12,448,418.44
Chongqing Fuling • Jinke World Corridor A 141,636,072.07 138,869,661.12
Chongqing Changshou • Jinke Sunshine Town 53,229,918.29 34,810,598.91
Chongqing Fuling • Jinke Nature City 81,191,798.11 553,070,546.35
Chongqing Fuling • Jinke Nanhu Project 519,777,185.19 24,771,250.32
Chongqing Changshou • Jinke World City 300,534,807.75 853,764,836.86
Chongqing Fengdou • Jinke Golden Coast 47,805,861.22 158,945,758.14
Chongqing Yongchuan • Jinke Central Park 16,728,107.71 6,242,874.59
Chongqing Yongchuan • Jinke Sunshine Town 72,722,832.18 132,233,296.54
Chongqing Yongchuan • Jinke Park Palace 163,666,765.39 186,764,003.00
Chongqing Rongchang • Jinke World City 254,002,715.34 342,976,427.25
Chongqing Dazu • Jinke Central Park 278,156,406.92 471,577,430.55
Chengdu • Jinke Yicheng 451,346.60 461,346.60
Chengdu • Jinke Center 46,539,046.95 411,315,898.08
Chengdu • Jinke Star City 323,724,851.32 139,508,775.00
Chengdu • Jinke Bridge Village 103,439,177.08 172,330,483.08
Chengdu • Jinke Nature City 3,033,173.80 6,416,601.46
Chengdu • Jinke Oriental Elegance County 679,024,096.85 251,920,425.00
Chengdu • Jinke Shuangnan City 133,495,923.29
Chengdu • Jinke Tianchen 47,472,358.70
Suining • Jinke Beautiful Bay Project 362,738,469.10 9,232,401.00
Neijiang • Jinke Central Park 12,357,521.38 38,984,042.71
Neijiang • Jinke Park Palace 300,478,925.33 598,501,629.76
Neijiang • Times Center 25,287,935.48 138,669,764.25
Beijing • Patio Palace 1,090,867.35 5,340,750.67
Beijing • Jinke Napa House 418,463,345.47 881,086,404.00
Beijing • Jinke Bridge Garden 7,380,457.19 580,000.00
Beijing • Jinke Center 1,512,816,800.63 1,029,049,753.00
Jinan • Jinke World City 1,635,848,629.55 2,022,492,831.94

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount at the
Amount at the end beginning of the
Project name of the period period
Qingdao • Jinke Star 1,358,321,643.38 50,000,000.00
Qingdao • Jinke Sunshine Town 396,633,630.61 205,896,067.00
Changsha • Flourishing Oriental Courtyard 19,107,890.28 28,135,236.61
Liuyang • Tianhu New City 7,487,495.00 8,330,968.00
Changsha • Jinke World City 180,586,604.80 254,869,060.17
Changsha • Jinke Center 227,801,646.80 455,870,441.85
Chenzhou • Central Park 73,997,123.03 81,894,893.00
Chenzhou • Nanling Eco-city “By the Water Side” 16,488,112.23 37,733,714.00
Wuxi • Jinke Eastern Palace 523,471.43 145,646.00
Wuxi • Jinke Dream House 278,943.13 633,989.01
Wuxi • Jinke Wanbo Plaza 9,214,928.46 3,060,562.00
Wuxi • Milan Garden B 335,394.13 692,384.00
Wuxi • Milan Garden A 34,301,105.13 926,891.00
Wuxi • Chengnan Aristocratic Family 359,992,097.53 556,818,109.26
Wuxi • Wealth Commercial Plaza 338,122,693.51 1,179,880,065.76
Jiangyin • Fairview Garden 360,949.99 1,671,343.00
Jiangyin • Oriental Courtyard 366,910.62 694,630.00
Jiangyin • Oriental Mansion 25,489,329.58 27,470,628.49
Zhangjiagang • Bridge Court 13,782,828.12 675,289,267.00
Zhangjiagang • Bridge Mansion 37,123,689.14 416,785,723.00
Suzhou • Scene Mansion 68,058,233.70 111,296,796.78
Suzhou • Nature Garden 3,009,096.81 721,011,724.00
Suzhou • World View 1,127,151,182.16 647,828,692.00
Suzhou • No. 1 Kefu Road 293,898,988.15
Nantong • Bridge Waterfront 74,252,361.42 8,532,023.10
Jiangsu Rugao • Jinke World City 47,686,627.13 364,244,533.00
Zhengzhou • Jinke City 1,978,476,792.62
Xi’an • Jinke Nature City 463,227,749.62 420,672,515.00
Xianyang • Jinke World City 40,723,162.37
Hefei • Peninsula No. 1 362,718,915.80
Yunnan • Jinke Times Center 685,531,541.06
Zunyi • Jinke Central Park 904,301,994.62 709,300,925.00
Xinjiang • Jinke Household Appliances Expo 13,711,496.79 96,634,401.96
Xinjiang • Jinke Vega de la Reina Project 3,960,000.00
Xinjiang • Jinke Bridge Village 907,820,006.50 456,018,297.23
Chongqing • Meishe Project 464,404.40 464,404.40
Hunan • Changsha Science and Technology City Project 364,397.56
Chongqing • Liangjiang Health, Science and Technology
City 49,184,116.11
Subtotal 26,179,077,115.18 26,507,928,492.32

— 432 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Remuneration payable to employees

  2. (1) Details

Amount at the Amount at the
beginning of the Increase in the Decrease in the end of the
Item period current period current period period
Short-term remuneration 286,012,462.72 1,732,703,178.02 1,507,474,759.88 511,240,880.86
Post-employment benefit - defined
contribution plan 386,114.98 87,583,216.38 87,451,660.06 517,671.30
Total 286,398,577.70 1,820,286,394.40 1,594,926,419.94 511,758,552.16
  • (2) Details of short-term remuneration
Amount at the Amount at the
beginning of the Increase in the Decrease in the end of the
Item period current period current period period
Salary, bonus, subsidy and grant 208,104,740.99 1,555,134,585.99 1,357,858,513.21 405,380,813.77
Employee welfare 32,178,319.87 32,178,319.87
Social insurance premium 346,479.56 43,223,878.34 43,226,497.48 343,860.42
Including: Medical insurance 322,096.51 37,748,252.15 37,756,455.26 313,893.40
Work-related injury insurance 11,693.57 3,109,800.15 3,101,989.56 19,504.16
Childbearing insurance premium 12,689.48 2,365,826.04 2,368,052.66 10,462.86
Housing provident fund 1,094,899.17 42,360,992.06 42,732,931.12 722,960.11
Trade union fee and staff
education fee 76,466,343.00 54,422,133.61 26,095,230.05 104,793,246.56
Termination benefit 5,383,268.15 5,383,268.15
Subtotal 286,012,462.72 1,732,703,178.02 1,507,474,759.88 511,240,880.86
  • (3) Details of defined contribution plan
Amount at the Amount at the
beginning of the Increase in the Decrease in the end of the
Item period current period current period period
Basic retirement insurance
premium 348,258.77 84,047,471.75 83,916,956.87 478,773.65
Unemployment insurance premium 37,856.21 3,535,744.63 3,534,703.19 38,897.65
Subtotal 386,114.98 87,583,216.38 87,451,660.06 517,671.30

— 433 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Taxes payable
Amount at the
Amount at the end beginning of
Item of the period the period
Business tax 175,675,394.76
VAT 203,271,398.73 15,267,713.13
Municipal maintenance and construction tax 11,373,025.91 12,158,246.67
Education surcharge 5,439,525.63 5,762,524.76
Local education surcharge 3,754,396.43 4,213,975.01
Land appreciation tax 95,841,389.88 161,572,393.93
Enterprise income tax 449,961,871.35 475,943,414.08
Withholding and paying personal income tax 16,334,072.45 8,858,512.54
Property tax 1,938,594.83 1,402,007.82
Land use tax 4,209,299.79 2,007,812.42
Others 7,049,802.51 4,386,454.43
Total 799,173,377.51 867,248,449.55
24.
Interest payable
Amount at the
Amount at the end beginning of
Item of the period the period
Interest of long-term loans with interest paid by
instalments and entire principal paid when due 91,257,553.57 228,144,778.96
Interest payable of short-term loans 1,619,362.19 3,980,780.87
Interest of trust funds 3,977,400.00 135,283,399.50
Bond interest 567,887,411.00 60,046,575.00
Total 664,741,726.76 427,455,534.33
25.
Dividends payable
Amount at the
Amount at the end beginning of
Item of the period the period
Dividends from ordinary shares 23,912,698.46
Dividends of other equity instrument holders 31,116,666.00 4,472,222.22
Total 31,116,666.00 28,384,920.68

— 434 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Other payables

  2. (1) Details

Amount at the
Amount at the end beginning of
Item of the period the period
Cash deposit 673,154,127.58 540,834,859.14
Equity transfer price payable 103,806,400.00 15,700,000.00
Borrowings 539,796,765.80 591,840,756.93
Temporary receipts payable 1,184,856,016.33 377,067,133.40
Customers’ accounts collected and remitted 527,487,366.90 453,204,756.07
Compensation for relocation and resettlement [Note] 905,120,000.00
Others 1,274,978,973.42 923,971,172.10
Total 5,209,199,650.03 2,902,618,677.64

Note: The funds received by holding subsidiary Zhengzhou Xinyinke Real Estate Co., Ltd. for demolition compensation, settlement building and public infrastructure and municipal supporting facility construction in the renovation area regarding the urban village reconstruction project in Wawuli Village.

  • (2) Important other payables aged 1 year or above
Amount at the end
Entity name of the period Nature or content
Changsha Economic and Technical Development 316,033,481.70 Performance bond
Group Co., Ltd.
Henan Qide Enterprise Management Consulting 198,803,739.96 Borrowings from minority
Co., Ltd. shareholders of project
companies
Subtotal 514,837,221.66

— 435 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Non-current liabilities maturing within one year
Amount at the
Amount at the end beginning of
Item of the period the period
Long-term loans maturing within one year 5,114,441,393.99 16,654,559,600.00
Creditor’s right maturing within one year and trust fund
of the right of return on equity 1,290,000,000.00
Obligation of restricted share repurchase [Note] 147,493,300.00 154,587,800.00
Total 5,261,934,693.99 18,099,147,400.00

Note: Refer to Note XI to the Financial Statements for details.

28. Long-term loans

Amount at the
Amount at the end beginning of
Item of the period the period
Guaranteed loan 2,758,000,000.00 1,742,000,000.00
Pledged loan 3,560,000,000.00 1,700,000,000.00
Mortgaged loan 5,583,080,000.00 4,242,500,000.00
Mortgaged and guaranteed loan 6,036,830,000.00 4,509,559,999.99
Pledged and guaranteed loan 570,000,000.00 200,000,000.00
Mortgaged, pledged and guaranteed loan 900,000,000.00
Total 18,507,910,000.00 13,294,059,999.99

29. Bonds payable

(1) Details

Amount at the
Amount at the end beginning of
Item of the period the period
Medium-term notes 3,180,254,656.24 2,081,719,061.26
Corporate bonds in 2015 (public offering) 1,992,906,572.77 1,988,936,233.86
Corporate bonds in 2015 (non-public offering) 1,244,943,472.73 1,242,602,034.59
Corporate bonds in 2016 (non-public offering) 12,473,172,478.27
Total 18,891,277,180.01 5,313,257,329.71

— 436 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Increase and decrease of bonds payable
Amount at the
Bond beginning of the
Bond name Face value Date of issue duration Amount issued period
Medium-term notes 100.00 20 November 2015 3 years 2,100,000,000.00 2,081,719,061.26
Corporate bonds in 2015 (public 100.00 28 August 2015 3+2 years 2,000,000,000.00 1,988,936,233.86
offering)
Corporate bonds in 2015 100.00 16 December 2015 2+1 years 1,250,000,000.00 1,242,602,034.59
(non-public offering)
First tranche of medium-term 100.00 22 March 2016 3 years 1,100,000,000.00
notes in 2016
Non-public offering of corporate 100.00 17 March 2016 1+2 years, 2,550,000,000.00
bonds in 2016 (first tranche) 2+1 years
Non-public offering of corporate 100.00 5 May 2016 1+2 years, 5,400,000,000.00
bonds in 2016 (second tranche) 2+1 years,
3+2 years
Non-public offering of corporate 100.00 22 July 2016 1+2 years, 4,600,000,000.00
bonds in 2016 (third tranche) 2+1 years
Subtotal 19,000,000,000.00 5,313,257,329.71
Accrued interest **Amortization ** of Repayment in Amount at the
Issuance in the based on face the premiums the current end of the
Bond name current period value and discounts period period
Medium-term notes 5,998,762.82 2,087,717,824.08
Corporate bonds in 2015 (public
offering) 3,970,338.91 1,992,906,572.77
Corporate bonds in 2015
(non-public offering) 2,341,438.14 1,244,943,472.73
First tranche of medium-term
notes in 2016 1,090,100,000.00 2,436,832.16 1,092,536,832.16
Non-public offering of corporate
bonds in 2016 (first tranche) 2,534,700,000.00 3,795,333.22 2,538,495,333.22
Non-public offering of corporate
bonds in 2016 (second tranche)
[Note] 5,359,641,509.45 8,320,138.64 5,367,961,648.09
Non-public offering of corporate
bonds in 2016 (third tranche)
[Note] 4,561,320,754.73 5,394,742.23 4,566,715,496.96
Subtotal 13,545,762,264.18 32,257,586.12 18,891,277,180.01

— 437 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

30. Long-term payables

Amount at the Amount at the end beginning of Item of the period the period Finance leasing payables [Note] 498,824,320.47 Total 498,824,320.47

Note: According to the Finance Leasing Contract signed between holding subsidiary Xinjiang Huaran Oriental New Energy Co., Ltd. (the lessee) and Chongqing Runjin Financial Leasing Co., Ltd. (the lessor, hereinafter referred to as “Chongqing Runjin”), the lessor purchased from the lessee a total of 50 wind driven generators of No. B01-B50 in Yandun-based 6th Wind Power Plant in Hami, Xinjiang and leased them to the lessee for occupation and use at a transfer price of RMB505 million and for a term of 12 years.

31. Deferred earnings

(1) Details

Amount at the Amount at the
beginning of the Increase in the Decrease in the end of the
Item period current period current period **period ** Reason
Government subsidies 79,965,496.62 36,656,680.14 5,897,532.33 110,724,644.43 Special fiscal
subsidy for charges
for infrastructure
construction
Total 79,965,496.62 36,656,680.14 5,897,532.33 110,724,644.43

(2) Details of government subsidies

Amount stated
Increased as
Amount at the subsidies in non-operating Amount at the Related to
beginning of the current revenue in the end of the assets/related
Item the period period **current period ** Other changes period to revenues
Subsidy for 20,000,000.00 20,000,000.00 Related to
infrastructure assets
construction
Special fiscal subsidy 79,965,496.62 16,656,680.14 5,897,532.33 90,724,644.43 Related to
for charges for assets
infrastructure
construction
Subtotal 79,965,496.62 36,656,680.14 5,897,532.33 110,724,644.43

— 438 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Other non-current liabilities

Item

Obligation of restricted share repurchase [Note] Total

Amount at the Amount at the end beginning of of the period the period 301,733,100.00 463,763,400.00 301,733,100.00 463,763,400.00

Note: Refer to Note XI to the Financial Statements for details.

  1. Share capital

  2. (1) Details

Increase/decrease in the current period

(“-” for decrease) Amount at Transfer from Amount at the the beginning Issuance of capital end of Item of the period new shares Bonus shares reserves Others Subtotal the period Total shares 4,327,060,153 1,030,708,163 -14,400,000 1,016,308,163 5,343,368,316

  • (2) Other descriptions

  • 1) RMB1,030,708,163.00 of new shares was issued in the current period mainly for the following reasons:

    • ① According to the resolution of the 21th and 28th meetings of the 9th Board of Directors of the Company, the resolution of the 6th extraordinary general meeting 2015, the resolution of the 2nd extraordinary general meeting 2016, Announcement on Adjusting the Issuance Price and Number of Shares to Be Offered in A Non-public Mode after Implementation of the 2015 Equity Distribution Scheme and the Reply Concerning Approval of Non-public Issuance of Shares of Jinke Property Group Co., Ltd. (Zheng Jian Xu Ke [2016] No. 1319) from China Securities Regulatory Commission, the Company non-publicly issued 1,020,408,163 RMB ordinary shares (A shares) to 3 specific targets, with each having a par value of RMB1 and issued at a price of RMB4.41, increasing the registered capital by RMB1,020,408,163.00 and forming capital reserve (capital premium) of RMB3,421,679,795.01. The share capital change has been verified by Pan-China Certified Public Accountants (special general partnership), which issued a Capital Verification Report (Tian Jian Yan [2016] No. 8-90) on 28 September 2016.

— 439 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  - ② According to the authorization granted at the 8th extraordinary general meeting 2015 and the resolution of the 40th meeting of the 9th Board of Directors, the Company issued 10,300,000 RMB ordinary shares (A shares) to a total of 12 equity incentive targets, which were five directors and senior executives including Jiang Sihai and Fang Mingfu and seven middle-level managers including Wang Yidan and Chen Yunping. This capital increase was issue of previously reserved restricted shares, with each having a par value of RMB1 and issued at a price of RMB2.62, increasing the registered capital by RMB10,300,000.00 and forming capital reserve (capital premium) of RMB16,686,000.00. The share capital change has been verified by Pan-China Certified Public Accountants (special general partnership), which issued a _Capital Verification Report_ (Tian Jian Yan [2016] No. 8-112) on 16 December 2016.
  • 2) RMB14,400,000.00 of decrease in share capital was mainly for the following reasons:

    • ① According to the resolution of the annual general meeting 2015 of the Company and the resolution of the 30th meeting of the 9th Board of Directors, the Company repurchased by cash and at a price of RMB3.23/share 800,000 restricted ordinary shares (A shares) which were granted to natural persons Yu Xuebing and Si Wei but were unlocked as resignation of the two persons disqualified them from the incentive plan, reducing the registered capital by RMB800,000.00 in total and capital reserve (capital premium) by RMB1,784,000.00. The share capital change has been verified by Pan-China Certified Public Accountants (special general partnership), which issued a Capital Verification Report (Tian Jian Yan [2016] No. 8-58) on 18 May 2016.

    • ② According to the resolutions of the 32nd and 36th meetings of the 9th Board of Directors, and the resolution of the 4th extraordinary general meeting 2016, the Company repurchased by cash and at a price of RMB3.18/share (after deducting the dividends) 13,600,000 restricted RMB ordinary shares (A shares) which were granted to seven incentive targets including Zhang Tiancheng but were unlocked as their resignation disqualified them from the incentive plan, reducing registered capital by RMB13,600,000.00 in total and capital reserve (capital premium) by RMB29,648,000.00. The share capital change has been verified by Pan-China Certified Public Accountants (special general partnership), which issued a Capital Verification Report (Tian Jian Yan [2016] No. 8-108) on 2 December 2016.

  • Other equity instruments

  • (1) Basic information about perpetual bonds outstanding at the end of the period

  • 1) The Company obtained open-ended loans issued by Minsheng Royal Asset Management Co., Ltd. in 2015, and the balance of the said loans at the end of the current period was RMB1.2 billion.

  • 2) In the current period the Company obtained RMB1.7 billion of open-ended loans issued by China Securities Co., Ltd.

— 440 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Changes in perpetual bonds outstanding at the end of the period
**Amount at ** the beginning of Increase in the current Increase in the current
Item the period period
Quantity Book value Quantity Book value
Perpetual bonds 1,400,000,000.00 1,700,000,000.00
Subtotal 1,400,000,000.00 1,700,000,000.00
Decrease in the current Amount at the
Item period end of the period
Quantity Book value Quantity Book value
Perpetual bonds 200,000,000.00 2,900,000,000.00
Subtotal 200,000,000.00 2,900,000,000.00
  • (3) Other descriptions

Upon deliberation and approval at the 3rd extraordinary general meeting 2016 held by the Company on 19 September 2016, the Company signed an Entrusted Loan Agreement with China Securities Co., Ltd. (hereinafter referred to as “China Securities”) and Beijing Branch of China Bohai Bank Co., Ltd. (hereinafter referred to as “Beijing Branch of China Bohai Bank”), according to which China Securities will work out a special asset management plan to raise funds and authorize Beijing Branch of China Bohai Bank to issue RMB1.7 billion of open-ended loans to the Company.

As the said Entrusted Loan Agreement did not specify contractual obligations of delivering cash or other financial assets to other parties, or contractual obligations of exchanging financial assets or financial liabilities with other parties under potentially unfavourable conditions, which was in line with the definition of equity instruments in the Accounting Standards for Enterprises No. 22 — Recognition and Measurement of Financial Instruments , the Accounting Standards for Enterprises No. 37 — Presentation of Financial Instruments , and the Provisions on the Distinction between Financial Liability and Equity Instruments and the Relevant Accounting Treatment , the Company recognized the RMB1.7 billion open-ended loans it received as other equity instruments.

— 441 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Capital reserve

  2. (1) Details

Amount at the beginning of Increase in the Decrease in the Amount at the Item the period current period current period end of the period Capital premium 469,087,953.45 3,494,053,137.75 79,648,632.14 3,883,492,459.06 Other capital reserve 111,253,397.46 94,278,862.15 55,687,342.74 149,844,916.87 Total 580,341,350.91 3,588,331,999.90 135,335,974.88 4,033,337,375.93

  • (2) Other descriptions

  • 1) The capital premium for the current period increased by RMB3,494,053,137.75, among which, RMB3,421,679,795.01 from non-public issuance of 1,020,408,163 ordinary shares to 3 specific targets, RMB16,686,000.00 from issue of reserved restricted shares, and RMB55,687,342.74 reclassified into capital premium from other capital reserve after first unlocking of some restricted shares under the equity incentive plan. Refer to Note XI to the Financial Statements for details.

  • 2) The capital premium for the current period decreased by RMB79,648,632.14 , among which, RMB31,432,000.00 of decrease from return of subscription fund due to failed exercise of the restricted shares under the first equity incentive plan (refer to Note XI to the Financial Statements for details), RMB41,709,664.58 of decrease from minority equity transaction with subsidiary Chongqing Jinke Junwei Real Estate Development Co., Ltd., RMB12,502,836.47 of decrease from minority equity transaction with subsidiary Chongqing Jinke Hongrui Real Estate Development Co., Ltd., RMB12,425,974.18 of increase from minority equity transaction with subsidiary Chongqing Jinke Hexu Real Estate Development Co., Ltd., RMB3,830,386.68 of increase from minority equity transaction with subsidiary Neijiang Jinke Liju Real Estate Development Co., Ltd. and RMB10,260,491.95 of decrease from minority equity transaction with subsidiary Xinjiang Huaran Oriental New Energy Co., Ltd.

  • 3) As recognized in other capital reserve for the current period, the equity incentive cost increased by RMB94,278,862.15, among them, RMB74,696,622.53 came from the equity-settled share-based payment. Refer to Note XI to the Financial Statements for details; According to the Bulletin of the State Administration of Taxation on Income Tax Treatment of Resident Enterprises Executing Equity Incentive Plans (Bulletin [2012] No. 18 of the State Administration of Taxation), the Company recognized and stated the deferred tax assets of RMB19,582,239.62 adjusted on the basis of differences in the equity incentive accounting and tax payment as the capital reserve.

— 442 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • 4) Other capital reserve decreased by RMB55,687,342.74, which was the amount reclassified into capital premium from other capital reserve after first unlocking of some restricted shares under the equity incentive plan.

  • Treasury shares

  • (1) Details

Amount at the beginning of Increase in the Decrease in the Amount at the Item the period current period current period end of the period Restricted shares 618,351,200.00 26,986,000.00 196,110,800.00 449,226,400.00 Repurchase of shares not cancelled 1,359,450.00 1,359,450.00 Total 618,351,200.00 28,345,450.00 196,110,800.00 450,585,850.00

  • (2) Other descriptions

  • 1) Restricted shares increased by RMB26,986,000.00 in the current period, for the Company granted 10,300,000 reserved restricted shares to incentive targets of the equity incentive plan;

  • 2) Decrease in the current period was attributable to unlocking of first grant of 43,832,500 restricted shares, repurchase of 14,400,000 restricted shares unqualified for the equity incentive plan and unlocking, and distribution of cash dividends in the current period. Refer to Note XI to the Financial Statements for details.

  • 3) Among the incentive targets who had been granted restricted shares for the first time, three incentive targets failed to meet the unlocking condition since their personal performance was not up to standard, and the 275,000 restricted shares held by them could not be unlocked; six incentive targets managed to pass personal performance assessment so 80% of the restricted shares held by them could be unlocked and the rest 20% (152,500 shares) could not be unlocked. The Company convened the 40th meeting of the 9th Board of Directors and deliberated and adopted the Proposal on Repurchase and Cancellation of Restricted Shares Granted to Incentive Targets but Not Unlocked as the Conditions for Unlocking Were not Met , according to which a total of 427,500 unlocked restricted shares were repurchased and cancelled by the Company. As at 31 December 2016, repurchase and cancellation of the said restricted shares had not been completed yet.

— 443 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Other consolidated revenue

  2. (1) Details

Amount incurred in the current period Amount incurred in the current period Amount incurred in the current period
Less: The
amount
included in
other
consolidated
revenue in the
previous period The amount The amount
but transferred after tax after tax
Amount at the Pre-tax to profit or attributed to attributed to Amount at
beginning of amount in the loss in the Less: Income the parent minority the end of the
Item the period current period current period tax expense company shareholders period
Other consolidated
revenue to be
reclassified into
gains/losses in the
future 620,872,917.24 1,220,991.15 -622,705.49 -598,285.66 620,250,211.75
Of which: The
difference between
the fair value and
book value of
investment property
converted from
inventories 620,872,917.24 1,220,991.15 -622,705.49 -598,285.66 620,250,211.75
Total of other
consolidated
revenue 620,872,917.24 1,220,991.15 -622,705.49 -598,285.66 620,250,211.75
  • (2) Other descriptions

Since the Company’s subsidiary Chongqing Hechuan Jinke Hejun Real Estate Co., Ltd. (hereinafter referred to as “Hejun Real Estate”) was imposed an enterprise income tax rate of 25% instead of a preferential rate of 15% from the current period, the amount stated as other consolidated revenue of the shopping mall and warehouse on floor B1 of Hechuan World City which was carried forward as investment property in previous years was adjusted to RMB1,220,991.15 in the current period, among which RMB622,705.49 was attributed to the parent company and RMB598,285.66 was attributed to minority shareholders.

— 444 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

38. Surplus reserve

  • (1) Details

Amount at Amount at the beginning of Increase in the Decrease in the the end of Item the period current period current period the period Statutory surplus reserve 309,916,162.14 83,332,899.03 393,249,061.17 Total 309,916,162.14 83,332,899.03 393,249,061.17

  • (2) Other descriptions

The increase in the current period is the RMB83,332,899.03 statutory surplus reserve withdrawn according to 10% of the net profit of the parent company.

  1. Undistributed profits

Amount in the Amount in the same period of Item current period preceding year Undistributed profits at the beginning of the period 6,234,162,595.74 6,292,813,928.44 Add: Net profit attributable to owners of the parent company in the current period 1,395,260,332.23 1,266,959,610.26 Less: Statutory surplus reserve 83,332,899.03 148,147,570.98 Common stock dividends payable 216,313,007.65 206,781,007.65 Common stock dividends converted into share capital 827,124,031.00 Others [Note] 163,001,666.00 143,558,333.33 Undistributed profits at the end of the period 7,166,775,355.29 6,234,162,595.74

  • Note: During the reporting period, the interest payable by the Company to holders of other equity instruments amounted to RMB163,001,666.00, with RMB137,623,888.89 already paid in the current period (including RMB4,472,222.22 of interest unpaid as at the end of the last period) and RMB29,849,999.33 remaining to be paid.

— 445 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (II) Notes to consolidated income statement

  • Operating revenue/cost

  • (1) Details

**Amount in the ** same period of
**Amount in the ** current period preceding year
Item Revenue Cost Revenue Cost
Main businesses 31,970,133,127.61 25,481,397,387.25 19,171,310,980.24 13,828,075,210.46
Other businesses 265,308,499.42 68,205,825.57 227,262,340.66 58,928,446.52
Total 32,235,441,627.03 25,549,603,212.82 19,398,573,320.90 13,887,003,656.98
  • (2) Other descriptions

Details of major real estate projects carried over as revenue in the current period:

Revenue from Cost of main
Item Business type main businesses businesses
Chongqing Beibei • Jinke City Residential 1,760,834,050.55 1,415,471,466.21
Jinan • Jinke World City Residential 1,630,237,936.01 1,185,261,588.31
Chongqing • Jinke Times Center Residential 1,488,565,784.70 956,642,701.59
Chongqing • Jinke Bridge Village Residential 1,391,964,940.90 999,381,284.83
Beijing • Jinke Napa House Residential 1,380,931,282.64 1,271,413,698.20
Wuxi • Wealth Commercial Plaza Residential 1,215,280,584.45 996,884,807.99
Chongqing • Jinke Central Imperial Garden Residential 1,126,916,102.88 1,008,673,750.46
Suzhou • Nature Garden Residential 1,046,047,568.15 923,742,244.97
Chongqing Fuling • Jinke Nature City Residential 1,028,359,236.86 798,711,427.42
Zhangjiagang • Bridge Court Residential 932,717,910.25 705,214,643.62
Wuxi • Chengnan Aristocratic Family Residential 930,581,839.46 859,327,623.19
Chongqing Changshou • Jinke World City Residential 911,684,965.45 767,246,779.73
Chongqing Kaixian • Jinke Kaizhou City Residential 865,344,051.90 568,006,897.91
Chongqing Jiangjin • Jinke Central Park Residential 802,258,306.66 614,178,505.17
Chongqing • Xiyong Tianchen Residential 713,214,681.70 633,721,334.28
Neijiang • Jinke Park Palace Residential 651,972,016.60 535,216,122.05
Chongqing Yunyang • Jinke World City Residential 610,076,688.87 473,877,821.71
Chongqing Bishan • Jinke Central Park Residential 608,851,041.80 533,889,048.30
Chongqing Dazu • Jinke Central Park Residential 591,788,045.14 477,221,779.00
Changsha • Jinke Center Residential 538,373,886.47 455,906,654.47
Subtotal 20,226,000,921.44 16,179,990,179.41

— 446 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Business taxes and surcharges
Amount in the
Amount in the same period of
Item current period preceding year
Business tax 1,250,401,606.22 1,002,961,017.37
Municipal maintenance and construction tax 108,590,464.51 66,768,573.08
Education surcharge 49,583,234.78 30,876,164.56
Local education surcharge 32,901,410.65 20,736,268.27
Land appreciation tax 401,401,388.03 346,727,727.11
Property tax [Note] 12,735,182.12 10,855,613.19
Land use tax [Note] 3,190,456.96
Stamp tax [Note] 3,402,085.70
Others 1,941,699.04 843,709.71
Total 1,864,147,528.01 1,479,769,073.29

Note: According to the Provisions on VAT Accounting Treatment ( Cai Kuai [2016] No. 22) of the Ministry of Finance and Interpretation of Relevant Issues Concerning ‘Provisions on VAT Accounting Treatment’ , the Company stated the amount of property tax, land use tax and stamp tax incurred in May-December 2016 under “business taxes and surcharges”, and the amount incurred before May 2016 was still stated under “management expenses”.

3. Sales expenses

Amount in the
Amount in the same period of
Item current period preceding year
Advertising & publicity expenses 454,077,752.21 318,391,728.35
Remuneration of employees 316,787,788.92 243,473,292.64
Others 209,996,803.13 131,646,343.22
Total 980,862,344.26 693,511,364.21

— 447 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Management expenses
Amount in the
Amount in the same period of
Item current period preceding year
Remuneration of employees 778,554,586.95 540,007,750.60
Office administrative expense 180,922,567.69 166,665,962.83
Taxes [Note] 18,395,949.39 24,089,949.86
Depreciation of fixed assets 33,764,564.81 31,922,821.21
Equity incentive cost 74,696,622.53 5,250,679.69
Others 160,739,922.16 154,697,319.88
Total 1,247,074,213.53 922,634,484.07

Note: Refer to Note V (II) 2 to the Financial Statements for details.

  1. Financial expenses
Amount in the
Amount in the same period of
Item current period preceding year
Interest expenses 344,359,672.97 346,088,155.50
Less: interest income 71,359,360.10 133,613,775.73
Others 32,433,573.64 55,777,580.26
Total 305,433,886.51 268,251,960.03
6. Assets impairment loss
Amount in the
Amount in the same period of
Item current period preceding year
Loss from bad debts 113,753,979.85 73,829,191.32
Inventory impairment loss [Note] -117,235,817.85 406,835,393.88
Total -3,481,838.00 480,664,585.20

Note: Refer to Note V (I) 6 (2) to the Financial Statements for details.

— 448 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Revenue from change in fair value
Amount in the
Amount in the same period of
Item current period preceding year
Investment property measured by fair value [Note] 63,367,452.14 39,863,547.99
Total 63,367,452.14 39,863,547.99
Note: Refer to Note V (I) 10 (2) to the Financial Statements for details.
8.
Return on investment
Amount in the
Amount in the same period of
Item current period preceding year
Long-term equity investment return accounted for by
equity method -98,742,045.25 -5,152,881.59
Investment return generated by disposal of long-term
equity investment 41,991,282.68
Others 21,424.66
Total -98,720,620.59 36,838,401.09
9.
Non-operating revenue
(1)
Details
Amount stated as
non-recurring
Amount in the gains/losses in
Amount in the same period of the current
Item current period preceding year period
Gain from disposal of non-current assets 3,704,371.48 778,491.46 3,704,371.48
Including: Gain from disposal of fixed
assets 3,704,371.48 778,491.46 3,704,371.48
Government subsidies 35,637,659.71 57,092,680.39 35,637,659.71
Revenues from fines and liquidated
damages 36,339,250.30 30,389,189.41 36,339,250.30
Revenues from disposal of scrap materials 248,592.05 406,616.98 248,592.05
Others 16,878,333.14 10,334,532.46 16,878,333.14
Total 92,808,206.68 99,001,510.70 92,808,206.68

— 449 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (2) Details of government subsidies

Amount in the Related to Amount in the same period of assets/related to Subsidy items current period preceding year revenues Financial subsidies [Note] 29,801,227.43 41,023,038.54 Related to revenues Others 5,836,432.28 16,069,641.85 Related to revenues Subtotal 35,637,659.71 57,092,680.39

Note: They are financial subsidies received from local governments at various levels by subsidiaries Wujiaqu Jinke Real Estate Development Co., Ltd., Changsha Jinke Real Estate Development Co., Ltd., Chongqing Jinke Tuhong Real Estate Co., Ltd., Chongqing Jinke Industrial Group Kerun Real Estate Development Co., Ltd., etc.

  1. Non-operating expenditure
Amount stated as
non-recurring
Amount in the gains/losses in
Amount in the same period of the current
Item current period preceding year period
Loss from disposal of non-current assets 880,703.56 428,538.06 880,703.56
Including: Loss on the disposal of fixed
assets 880,703.56 428,538.06 880,703.56
Donation 58,992,702.35 19,454,230.00 58,992,702.35
Expenditure of compensation 13,256,123.81 9,846,628.96 13,256,123.81
Expenditure of late fee and fine 36,128,104.59 19,981,236.50 36,128,104.59
Others 8,532,187.27 8,050,874.11 8,532,187.27
Total 117,789,821.58 57,761,507.63 117,789,821.58

11. Income tax expense

  • (1) Details

Amount in the Amount in the same period of Item current period preceding year Current income tax expense 701,002,003.75 675,452,009.35 Deferred income tax expense -259,883,480.95 -124,417,941.05 Total 441,118,522.80 551,034,068.30

— 450 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Accounting profit and adjustment process of income tax expense
Amount in the Amount of last
Item current period period
Total profit 2,231,467,496.55 1,784,680,149.27
Income tax expense calculated by statutory / applicable
tax rates 557,867,253.01 446,170,037.32
Impact of application of different tax rates by
subsidiaries -171,718,176.70 -219,779,556.52
Impact of adjustment in previous income tax -40,796,336.31 16,164,900.04
Impact of non taxable income 24,005,253.34 1,603,323.25
Impact of non-deductible costs, expenses and losses 14,209,148.53 25,800,155.22
Impact of using deductible loss of previous unrecognized
deferred tax assets -996,427.61
Impact of deductable temporary difference or deductible
loss of unrecognized deferred tax assets in the current
period 91,387,814.31 316,964,792.32
Others -32,839,626.90 -35,889,583.33
Income tax expense 441,118,522.80 551,034,068.30

12. After-tax net amount of other consolidated revenue

For after-tax net amount of other consolidated revenue, please refer to the descriptions on other consolidated revenue in the notes to the consolidated balance sheet in the Notes to the Financial Statements.

(III) Notes to consolidated statement of cash flow

  1. Other cash received relating to operating activities
Amount in the
Amount in the same period of
Item current period preceding year
Funds flow between units 1,807,089,429.57 910,534,988.54
Amount collected and remitted 782,406,306.46 538,254,999.40
Cash deposit 647,259,384.07 792,340,818.41
Financial subsidies 66,396,807.52 64,129,305.47
Interest income from funds 71,359,360.10 133,613,775.73
Compensation for relocation and resettlement 905,120,000.00
Others 390,805,107.54 521,846,631.37
Total 4,670,436,395.26 2,960,720,518.92

— 451 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Other cash paid relating to operating activities
Amount in the
Amount in the same period of
Item current period preceding year
Funds flow between units 842,795,226.67 1,153,548,643.07
Amount collected and remitted 758,225,562.87 511,407,532.23
Cash deposit 2,203,150,965.63 571,159,421.36
Out-of-pocket expenses 994,812,566.00 771,401,354.28
Others 569,337,348.99 732,582,921.13
Total 5,368,321,670.16 3,740,099,872.07
  1. Other cash paid relating to investing activities
Amount in the
Amount in the same period of
Item current period preceding year
Consideration paid for debt-assumed acquisition of
companies 2,260,671,356.07
Total 2,260,671,356.07
  1. Other cash received relating to financing activities
Amount in the
Amount in the same period of
Item current period preceding year
Collection of financing bill discounted 78,475,000.00 5,934,313,551.11
Loans of entities 357,311,691.24 93,261,298.66
Loans and financing bills against a pledge of time
deposit certificates and net reduction in cash deposit 1,009,656,284.57 221,693,822.26
Finance leasing funds 505,000,000.00
Entrusted open-ended loans received 2,100,000,000.00 1,400,000,000.00
Total 4,050,442,975.81 7,649,268,672.03

— 452 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Other cash paid relating to financing activities
Amount in the
Amount in the same period of
Item current period preceding year
Acceptance of financing bills 527,732,000.00 6,429,640,000.00
Payment for purchase of minority interest in subsidiaries 571,069,400.00 362,097,400.00
Loans of entities 521,621,344.45 220,169,761.79
Cost of medium-term notes and property assets for
supporting securitized financing 22,150,000.00 24,450,000.00
Repayment of entrusted open-ended loans 200,000,000.00
Payment for share capital reduction by minority
shareholders of subsidiaries 86,000,000.00
Payment for repurchase of restricted shares 45,832,000.00
Total 1,974,404,744.45 7,036,357,161.79
  1. Supplementary information of cash flow statement

  2. (1) Supplementary information of cash flow statement

Amount in the
Amount in the same period of
Supplementary information current period preceding year
1) Reconciliation of net profit to cash flows from
operating activities:
Net profit 1,790,348,973.75 1,233,646,080.97
Add: Provision for asset impairment -3,481,838.00 480,664,585.20
Depreciation of fixed assets, oil and gas assets and
production-type biological assets 211,336,709.88 153,851,271.80
Amortization of intangible assets 7,340,283.36 6,012,471.46
Amortization of long-term expenses to be amortized 26,661,218.50 11,893,511.39
Loss from disposal of fixed assets, intangible assets
and other long-term assets (“-” for gains) -2,823,667.92 -349,953.40
Loss on scrapping of fixed assets (“-” for gains)
Loss from change in fair value (“-” for gains) -63,367,452.14 -39,863,547.99
Financial expense (“-” for gains) 344,359,672.97 346,088,155.50
Loss from investment (“-” for gains) 98,720,620.59 -36,838,401.09
Decrease in deferred tax assets (“-” for increase) -287,031,694.48 -148,389,066.98
Increase in deferred tax liabilities (“-” for decrease) 27,148,213.53 23,971,125.93
Decrease in inventories (“-” for increase) 990,012,950.68 -7,555,494,835.06
Decrease in operating receivables (“-” for increase) -3,384,129,818.68 -132,029,355.32
Increase in operating payables (“-” for decrease) 6,489,027,308.60 6,069,107,985.30
Others
Net cash flows from operating activities 6,244,121,480.64 412,270,027.71

— 453 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Supplementary information

Amount in the Amount in the same period of current period preceding year

  • 2) Significant investing and financing activities not involving cash receipts and payments: Debts changed to capital Convertible corporate bonds maturing within one year Fixed assets acquired under finance leasing

  • 3) Net changes in cash and cash equivalents: Ending balance of cash 17,258,986,152.21 7,967,303,772.09 Less: Opening balance of cash 7,967,303,772.09 5,805,282,261.64 Add: Ending balance of cash equivalents Less: Opening balance of cash equivalents Net increase in cash and cash equivalents 9,291,682,380.12 2,162,021,510.45

  • (2) Net cash paid for acquisition of subsidiaries in the current period

Amount in the
Item current period
Cash and cash equivalents paid for merger of enterprises in the current
period 782,891,792.88
Including: Shandong Lanhai Linghang E-commerce Industrial Park
Co., Ltd. 98,960,800.00
Chongqing Aojia Real Estate Co., Ltd. 6,140,820.00
Zhengzhou Yuanwei Enterprise Management Consulting Co., Ltd. 50,000,000.00
Henan Guofengyuan Real Estate Co., Ltd.
Anhui Xihu Xincheng Real Estate Co., Ltd. 577,535,172.88
Jurong Yifeng Real Estate Development Co., Ltd. 50,000,000.00
Chongqing Shunsheng Chengxun Property Management Co., Ltd.
Dehong Huajiang Property Co., Ltd. 255,000.00
Less: Cash and cash equivalents held by subsidiaries on the date of
acquisition 148,280,428.90
Including: Shandong Lanhai Linghang E-commerce Industrial Park
Co., Ltd. 99,086,427.05
Chongqing Aojia Real Estate Co., Ltd. 14,013.19
Zhengzhou Yuanwei Enterprise Management Consulting Co., Ltd. 6,110.80
Henan Guofengyuan Real Estate Co., Ltd. 2,467,315.38
Anhui Xihu Xincheng Real Estate Co., Ltd. 46,158,208.36
Jurong Yifeng Real Estate Development Co., Ltd. 472.55
Chongqing Shunsheng Chengxun Property Management Co., Ltd. 38,188.41
Dehong Huajiang Property Co., Ltd. 509,693.16
Add: Cash and cash equivalents paid for merger of enterprises in the
previous period
Net cash received from subsidiaries 634,611,363.98

— 454 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (3) Composition of cash and cash equivalents
Amount at
Amount at the end the beginning of
Item of the period the period
1) Cash 17,258,986,152.21 7,967,303,772.09
Including: Stock cash 642,031.00 833,758.55
Bank deposits used for payment at any time 17,258,344,121.21 7,966,470,013.54
2) Cash equivalents
Including: Bond investments maturing within three
months
3) Ending balance of cash and cash equivalents 17,258,986,152.21 7,967,303,772.09
Including: Cash and cash equivalents restrictedly used
in the parent company or subsidiaries
  • (4) Description of supplementary information of cash flow statement

As at 31 December 2016, other monetary funds totaled RMB385,856,061.48, including: guarantee deposits of RMB860,000.00, pledged time deposits of RMB200,000,000.00, bank acceptance deposits of RMB35,863,721.87, mortgage deposits of RMB112,832,267.43, and guarantee letter deposits of RMB36,300,072.18. In the preparation of the cash flow statement, the Company has removed items not tallying with cash and cash equivalents from the cash flow statement.

(IV) Others

  1. Assets with ownership or right of use restricted

Book value at Book value at the the beginning of Reason for Item end of the period the period restriction Monetary fund 385,856,061.48 1,421,884,489.74 Margin deposit Accounts receivable [Note] 241,421,238.76 162,071,601.97 Pledged loan Inventories 18,093,358,238.81 18,303,055,894.48 Mortgaged loan Investment properties 637,608,751.33 1,932,254,486.05 Mortgaged loan Fixed assets 1,807,729,827.73 1,369,612,973.13 Mortgaged loan Construction in progress 197,719,075.96 149,031,423.92 Mortgaged loan Intangible assets 4,035,689.71 24,886,771.14 Mortgaged loan Total 21,367,728,883.78 23,362,797,640.43

— 455 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • Note: According to the Maximum Pledge Agreement under the Fixed Assets Loan Agreement signed between subsidiary Xinjiang Huaran and Industrial and Commercial Bank of China Limited, Chongqing Jianxin North Road Sub-branch (the Pledgee) for the “Yandun-based Sixth Wind Farm of the 200,000 KW Wind Power Project in Southeast Wind Region in Hami, Xinjiang”, the Pledgor agreed to provide the income from 100,000 KW wind power generation during performance of the principal creditor’s right to the Pledgee as a pledge guarantee; according to the Entrusted Loan Agreement and the Pledge Contract of CMS Super Value - Jinke Property Asset-backed Plan No. 1 under the Asset Transfer Agreement of CMS Super Value — Jinke Property Asset-backed Plan No.1 signed by the Company and the Company’s subsidiary Jinke Property Services Group Limited (the Pledgor) with CMS Asset Management Co., Limited (the Pledgee), the Pledgor agreed to provide all the property service fees and parking management fees it collected to the Pledgee as a pledge guarantee.

According to the Agreement on Sale of Assets under CMS Super Value — Jinke Co., Ltd. Accounts Receivable (Phase I) Asset-backed Plan signed between the Company and CMS Asset Management Co., Limited (hereinafter referred to as “CMS Asset Management”), CMS Asset Management will work out a special plan and use the funds raised for purchasing the creditor’s rights of requiring the house buyers to make payment by (including but not limited to) 26 project companies of the Company and within the consolidation scope as from the date of setting up the special plan and other rights and affiliated security interest (hereinafter referred to as “underlying assets”), and open a supervision account to collect the recoveries generated from underlying assets. Since the scope and amount of the underlying assets change constantly, they cannot correspond to specific amount of accounts receivable with restricted ownership.

2. Foreign currency monetary items

Foreign currency balance at the end Item of the period Exchange rate RMB equivalent Monetary fund 957,447.32 Including: HKD 1,070,371.51 0.8945 957,447.32

— 456 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • VI. Change in the consolidation scope

  • (I) Merger of enterprises not under the same control

  • Merger of enterprises not under the same control in the current period

Unit: RMB’0,000

Percentage
of equity
Acquisition Acquisition acquired Way of
Name of the acquired party time cost (%) acquisition
Jurong Yifeng Real Estate
Development Co., Ltd. 6 April 2016 8,710.64 100.00 Equity transfer
Anhui Xihu Xincheng Real Estate
Co., Ltd. 31 May 2016 57,753.52 100.00 Equity transfer
Henan Guofengyuan Real Estate
Co., Ltd. 31 May 2016 5,100.00 51.00 Equity transfer
Zhengzhou Yuanwei Enterprise
Management Consulting Co., Ltd.
[Note 1] 31 May 2016 5,000.00 57.14 Equity transfer
Shandong Lanhai Linghang
E-commerce Industrial Park Co.,
Ltd. [Note 2] 30 June 2016 9,896.08 49.00 Equity transfer
Chongqing Aojia Real Estate Co., 9 September
Ltd. [Note 3] 2016 2,517.60 87.50 Equity transfer
Dehong Huajiang Property Co., Ltd. 30 June 2016 25.50 51.00 Equity transfer
Chongqing Shunsheng Chengxun
Property Management Co., Ltd. 1 January 2016 0.00 100.00 Equity transfer

— 457 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Net profit of
Revenue of the the acquired
acquired party party from the
from the date date of
Determination of acquisition acquisition to
Name of the acquired Date of basis for the date to the end of the end of the
party acquisition of acquisition the period period
Jurong Yifeng Real 6 April 2016 Handover date of -631.47
Estate Development property right
Co., Ltd.
Anhui Xihu Xincheng 31 May 2016 Handover date of 41,738.50 3,500.64
Real Estate Co., Ltd. property right
Henan Guofengyuan 31 May 2016 Handover date of -914.90
Real Estate Co., Ltd. property right
Zhengzhou Yuanwei 31 May 2016 Handover date of -118.09
Enterprise property right
Management
Consulting Co., Ltd.
Shandong Lanhai 30 June 2016 Handover date of -193.61
Linghang E-commerce property right
Industrial Park Co.,
Ltd.
Chongqing Aojia Real 9 September Handover date of -1.12
Estate Co., Ltd. 2016 property right
Dehong Huajiang 30 June 2016 Handover date of 118.43 11.55
Property Co., Ltd. property right
Chongqing Shunsheng 1 January 2016 Handover date of 535.90 65.49
Chengxun Property property right
Management Co., Ltd.
  • Note 1: The Company’s subsidiary Wuxi Jinke acquired 57.14% equity of Zhengzhou Yuanwei Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Yuanwei Consulting”) held by a natural person shareholder at a price of RMB50 million, and Yuanwei Consulting held 70.00% equity of Henan Zhongjian Jinlun Real Estate Co., Ltd. (hereinafter referred to as “Zhongjian Jinlun”); according to the agreement, Wuxi Jinke could have control over the operation and management of Yuanwei Consulting and Zhongjian Jinlun, so it was incorporated into the scope of the consolidated financial statements.

  • Note 2: The Company’s subsidiary Shandong Baijun Real Estate Development Co., Ltd. (hereinafter referred to as “Shandong Baijun”) acquired 49.00% equity of Shandong Lanhai Linghang E-commerce Industrial Park Co., Ltd. (hereinafter referred to as “Shandong Lanhai”) held by Bangni Group Co., Ltd. (hereinafter referred to as “Bangni Group”) at a price of RMB98,960,800, and according to the supplementary agreement, Bangni Group will transfer 1.00% equity to subsidiary Jurong Yifeng Real Estate Development Co., Ltd. (hereinafter referred to as “Jurong Yifeng”); Shandong Lanhai held 100.00% equity of Shandong Linghang Real Estate Co., Ltd. (hereinafter referred to as “Linghang Real Estate”); since the Company could have control over the operation and management of Shandong Lanhai and Linghang Real Estate, they were incorporated into the scope of the consolidated financial statements. As at the date of this report, Jurong Yifeng had obtained 1.00% equity of Bangni Group and the Company held 50.00% equity in Shandong Lanhai through its subsidiary.

— 458 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • Note 3: The Company’s subsidiary Chonqing Jinke Real Estate Development Co., Ltd. (hereinafter referred to as “Chonqing Jinke”) acquired the equity investment interests of Chongqing Aojia Real Estate Co., Ltd. (hereinafter referred to as “Aojia Real Estate”) held by a natural person shareholder at a price of RMB7,676,000 and increased RMB17.5 million of investment in Aojia Real Estate; after the capital increase, Chonqing Jinke held 87.50% equity in Aojia Real Estate; according to the agreement, Chonqing Jinke could have control on the operation and management of Aojia Real Estate, so it was incorporated into the scope of the consolidated financial statements.

  • Merger cost and goodwill

Unit: RMB’0,000 Unit: RMB’0,000
Jurong Xincheng Guofengyuan Yuanwei Shandong Aojia Real Dehong Shunsheng
Item Yifeng Real Estate Real Estate Consulting Lanhai Estate Huajiang Chengxun
Merger cost
Cash 8,710.64 57,753.52 5,100.00 5,000.00 9,896.08 2,517.60 25.50 0.00
Total merger cost 8,710.64 57,753.52 5,100.00 5,000.00 9,896.08 2,517.60 25.50 0.00
Less: Share of the fair
value of the acquired
identifiable net assets 8,679.88 56,769.90 5,100.00 -0.22 9,868.34 2,585.97 25.46 -67.83
Amount of goodwill/merger
cost below the share of
the fair value of the
acquired identifiable net 30.76 983.62 0.00 5,000.22 27.74 -68.37 0.04 67.83
assets [Note 1] [Note 1] [Note 1] [Note 1] [Note 1] [Note 2] [Note 3] [Note 4]
  • Note 1: As the acquisition was mainly for acquisition of project land, the Company stated the difference of the merger cost above the fair value of identifiable net assets as the premium of the land to be acquired in the consolidated financial statements.

  • Note 2: The cost for Chongqing Jinke’s acquisition of 87.50% equity of Aojia Real Estate in the current period was RMB25,176,000, and on the date of acquisition, the fair value of the identifiable net assets of Aojia Real Estate that Chongqing Jinke was entitled to was RMB25,859,700, so RMB683,700 of difference of the merger cost below the fair value of identifiable net assets was stated as non-operating revenue.

  • Note 3: According to the Cooperation Agreement signed between the Company’s subsidiary Jinke Property and Dehong Huajiang Real Estate Development Co., Ltd., Jinke Property acquired 51.00% equity of Dehong Huajiang at a consideration of RMB255,000, and on the date of acquisition, Jinke Property was entitled to RMB254,600 of the net assets of Dehong Huajiang as per the shareholding percentage of 51.00% and the recognized goodwill of merger of enterprises not under the same control was RMB400.

  • Note 4: According to the Cooperation Agreement signed between Jinke Property and a natural person shareholder, Jinke Property acquired 100.00% equity of Shunsheng Chengxun at a consideration of RMB0.00, and on the date of acquisition, Jinke Property was entitled to RMB-678,300 of the net assets of Shunsheng Chengxun and the recognized goodwill of merger of enterprises not under the same control was RMB678,300.

— 459 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Identifiable assets and liabilities of the acquired party as of the date of acquisition

(1) Details

Unit: RMB

**Jurong ** Yifeng Xincheng Real Estate Xincheng Real Estate
Fair value on Book value on Fair value on Book value on
the date of the date of the date of the date of
Item acquisition acquisition acquisition acquisition
Assets 722,703,278.81 648,882,553.02 1,633,347,019.06 893,920,786.29
Monetary fund 472.55 472.55 46,158,208.36 46,158,208.36
Advance payments 135,907,328.48 135,907,328.48
Other receivables 18,133,793.19 18,051,759.80
Inventories 722,702,806.26 648,882,080.47 1,400,600,886.44 663,063,084.50
Other current assets 16,143,280.65 16,143,280.65
Fixed assets 1,961,980.00 135,074.21
Deferred tax assets 14,441,541.94 14,462,050.29
Liabilities 635,904,482.68 635,904,441.12 1,065,647,983.32 1,065,647,983.32
Payables 35,377.26 35,371.00 142,798,007.42 142,798,007.42
Advance receipts 275,686,316.74 275,686,316.74
Remuneration payable
to employees 7,763.56 7,763.56
Taxes payable 14,313,424.51 14,313,424.51
Other payables 635,869,105.42 635,869,070.12 632,842,471.09 632,842,471.09
Net assets 86,798,796.13 12,978,111.90 567,699,035.74 -171,727,197.03
Less: Minority interests
Net assets acquired 86,798,796.13 12,978,111.90 567,699,035.74 -171,727,197.03

— 460 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Guofengyuan Real Estate Guofengyuan Real Estate Yuanwei Consulting Yuanwei Consulting
Fair value on Book value on Fair value on Book value on
the date of the date of the date of the date of
Item acquisition acquisition acquisition acquisition
Assets 224,895,588.55 224,895,588.55 453,868,990.80 453,868,990.80
Monetary fund 492,974.83 492,974.83 2,863,110.80 2,863,110.80
Advance payments 200,465,107.15 200,465,107.15
Other receivables 33,316.89 33,316.89 311,143,000.00 311,143,000.00
Inventories 18,015,826.00 18,015,826.00 139,862,880.00 139,862,880.00
Fixed assets 5,827,696.96 5,827,696.96
Intangible assets 60,666.72 60,666.72
Liabilities 153,220,027.17 153,220,027.17 453,874,500.00 453,874,500.00
Payables 7,784.00 7,784.00
Taxes payable 6,459.84 6,459.84
Other payables 153,205,783.33 153,205,783.33 453,874,500.00 453,874,500.00
Net assets 71,675,561.38 71,675,561.38 -5,509.20 -5,509.20
Less: Minority interests 20,675,561.38 20,675,561.38 -3,305.63 -3,305.63
Net assets acquired 51,000,000.00 51,000,000.00 -2,203.57 -2,203.57
Shandong Lanhai Aojia Real Estate
Fair value on Book value on Fair value Book value on
the date of the date of on the date of the date of
Item acquisition acquisition acquisition acquisition
Assets 273,754,359.46 273,745,049.18 106,473,210.45 95,274,013.19
Monetary fund 99,086,427.05 99,086,427.05 17,514,013.19 17,514,013.19
Other receivables 121,366,521.90 121,366,521.90
Inventories 52,241,639.52 52,230,069.52
Fixed assets 347,969.78 350,229.50
Development expenses 88,959,197.26 77,760,000.00
Deferred tax assets 711,801.21 711,801.21
Liabilities 72,359,626.83 72,359,626.83 76,919,237.26 75,282,240.00
Payables 3,209,816.61 3,209,816.61 59,662,240.00 59,662,240.00
Taxes payable 1,314,601.29 1,314,601.29
Interest payable 1,636,997.26
Other payables 65,235,208.93 65,235,208.93 15,620,000.00 15,620,000.00
Deferred earnings 2,600,000.00 2,600,000.00
Net assets 201,394,732.63 201,385,422.35 29,553,973.19 19,991,773.19
Less: Minority interests 102,711,313.64 102,706,565.40 3,694,246.65 2,498,971.65
Net assets acquired 98,683,418.99 98,678,856.95 25,859,726.54 17,492,801.54

— 461 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Dehong Huajiang Dehong Huajiang **Shunsheng ** Chengxun
Fair value on Book value on Fair value on Book value on
the date of the date of the date of the date of
Item acquisition acquisition acquisition acquisition
Assets 511,800.24 511,800.24 1,723,890.94 1,723,890.94
Monetary fund 509,693.16 509,693.16 38,188.41 38,188.41
Receivables 1,662,948.97 1,662,948.97
Other receivables 2,107.08 2,107.08 2,000.00 2,000.00
Fixed assets 20,753.56 20,753.56
Liabilities 12,620.24 12,620.24 2,402,233.66 2,402,233.66
Advance receipts 538,431.80 538,431.80
Taxes payable 123,100.54 123,100.54
Other payables 12,620.24 12,620.24 1,740,701.32 1,740,701.32
Net assets 499,180.00 499,180.00 -678,342.72 -678,342.72
Less: Minority interests 244,598.20 244,598.20
Net assets acquired 254,581.80 254,581.80 -678,342.72 -678,342.72
  • (2) Methods of determining the fair value of identifiable assets and liabilities

The fair value of identifiable assets and liabilities of the said acquired party as of the date of acquisition was mainly determined based on the estimated value determined by the transaction parties on the evaluation date or the book value of the acquired party on the date of acquisition.

(II) Change in the consolidation scope for other reasons

  1. Increase of the consolidation scope
Way of Contribution Percentage
Company name acquisition Acquisition time amount (%)
Chengdu Jinke New 2 June 2016 50,000,000.00 100.00
Zhanhong Real Estate establishment
Development Co., Ltd.
Chongqing Jinke Kejian New 17 February 2016 45,000,000.00 90.00
Real Estate Co., Ltd. establishment
Chongqing Jusihai New 31 October 2016 10,000,000.00 100.00
Enterprise establishment
Management Co., Ltd.
Nanning Jinzhuoli Real New 15 December 2016 30,000,000.00 100.00
Estate Development establishment
Co., Ltd.

— 462 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Way of Contribution Percentage
Company name acquisition Acquisition time amount (%)
Liuzhou Jinmingliu Real New 19 December 2016 100.00
Estate Development establishment
Co., Ltd.
Jinke Property Group New 25 May 2016 100.00
(Wuhan) Co., Ltd. establishment
Nanjing Jinke Tianchen New 19 May 2016 50,000,000.00 100.00
Real Estate Co., Ltd. establishment
Hunan Jinke Yida New 14 September 2016 5,000,000.00 100.00
Industry Operation establishment
and Management Co.,
Ltd.
Shenzhen Jinke Industry New 11 April 2016 50,000,000.00 100.00
Investment Fund establishment
Management Co., Ltd.
Chongqing Tengjie New 25 March 2016 100.00
Trading Co., Ltd. establishment
Chengdu Hongteng New 16 March 2016 100.00
Century Business establishment
Management Co., Ltd.
Tianjin Jinke Binsheng New 8 December 2016 100.00
Real Estate Co., Ltd. establishment
Hefei Jinke Baijun Real New 30 December 2016 100.00
Estate Development establishment
Co., Ltd.
Hefei Jinke Juncheng New 30 December 2016 100.00
Real Estate establishment
Development Co., Ltd.
Hefei Jinke Tianchen New 30 December 2016 100.00
Real Estate establishment
Development Co., Ltd.
Joint ventures New [Note]
co-invested by establishment
employees

Note: According to the Management Measures of Jinke Property Group Co., Ltd. on Employee Co-investment in Real Estate Project Companies (hereinafter referred to as Co-investment Management Measures ) deliberated and adopted at the 19th meeting of the 9th Board of Directors and the 4th extraordinary general meeting 2015 of the Company, employees of the Company jointly invested in newly acquired real estate projects through newly established limited partnerships. During the reporting period, nine limited partnerships (hereinafter referred to as “co-invested joint ventures”) were established according to the Co-investment Management Measures , including Shihezi Jinke Zhongsheng Yi Equity Investment Limited Partnership and Shihezi Jinke Zhongsheng Qi Equity Investment Limited Partnership; the Company’s wholly-owned subsidiary Chongqing Tianjin Business Consulting Services Co., Ltd. (hereinafter referred to as “Tianjin Consulting”) served as general partner of the said partnerships; all partners invested a total of RMB47.87 million in the co-invested joint ventures, among which, RMB10 million from Tianjin Consulting and RMB37.87 million from employees.

— 463 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Decrease of the consolidation scope

Net profit from the beginning of Net assets on the period to Way of the date of the date of Company name disposal Disposal time disposal disposal Chongqing Casin Liquidation and 4 August 2016 -905,154.29 Jiangjing Real Estate cancellation Development Co., Ltd.

  • VII. Interests in other entities

  • (I) Interests in significant subsidiaries

  • Significant subsidiaries

Principal Shareholding operating Place of Business percentage (%) Way of Subsidiary name base registration nature Direct Indirect acquisition Beijing Jinke Zhanhao Beijing 135-2002, 2/F, No. Real estate 100.00 Establishment Real Estate Co., Ltd. 135, Fuqiang Road, (hereinafter referred Huangcun Town, to as “Beijing Daxing District, Zhanhao”) Beijing Wuxi Jinke Real Estate Wuxi No. 100, Guangze Real estate 100.00 Establishment Development Co., Road, Wuxi Ltd. (hereinafter referred to as “Wuxi Jinke”) Chongqing Jinke Junyao Chongqing Binhu Road, Real estate 55.00 45.00 Establishment Real Estate Yunfeng, Kaixian Development Co., County, Chongqing Ltd. (hereinafter (Jinke Kaizhou referred to as “Junyao City) Real Estate”)

— 464 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Principal Shareholding Shareholding
operating Place of Business **percentage ** (%) Way of
Subsidiary name base registration nature Direct Indirect acquisition
Chongqing Jinke Real Yubei District, No. 161-197-2, Real estate 100.00 Merger of
Estate Development Chongqing Shuangning Road, enterprises
Co., Ltd. (hereinafter Renhe Town, Yubei under the same
referred to as District, Chongqing control
“Chongqing Jinke”)
Jiangyin Jinke Real Jiangyin Chongwen Road, Real estate 99.00 1.00 Merger of
Estate Development Lingang Street, enterprises
Co., Ltd. (hereinafter Jiangyin under the same
referred to as control
“Jiangyin Jinke”)
Wuxi Jinke Jiarun Real Wuxi No. 501, Nanhu Real estate 100.00 Merger of
Estate Development Avenue, Wuxi enterprises
Co., Ltd. (hereinafter under the same
referred to as “Wuxi control
Jiarun”)
Chongqing Qingke Fuling No. 88, Xingyi Commercial 88.00 12.00 Merger of
Trading Co., Ltd. District, South Road, Yihe enterprises
(hereinafter referred Chongqing Town, Fuling under the same
to as “Qingke District, Chongqing control
Trading”)
Chongqing Jinke Xingju Chongqing No. 2-1, 2-2 and Real estate 100.00 Establishment
Real Estate Co., Ltd. 2-5-1, Zengfeng
(hereinafter referred Road, Zengjia
to as “Xingju Real Town, Shapingba
Estate”) District, Chongqing

— 465 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Significant non-wholly owned subsidiaries
Dividend
Gains/losses announced to be
attributable to distributed to Balance of
Shareholding minority minority minority
percentage of shareholders in shareholders in interests at
minority the current the current the end of
Subsidiary name shareholders period period the period
Chongqing Jinke Zhongjun Real
Estate Development Co., Ltd.
(hereinafter referred to as
“Zhongjun Real Estate”) 49.00% 165,500,809.62 135,800,000.00 167,314,852.78
Jinan Jinke Xicheng Real Estate
Development Co., Ltd.
(hereinafter referred to as “Jinan
Jinke”) 49.00% 100,675,736.40 541,330,324.74
Xinjiang Huaran Oriental New
Energy Co., Ltd. (hereinafter
referred to as “Huaran
Oriental”) 3.49% 2,890.77 32,289,550.48
Chongqing Jinke Kunji Real
Estate Development Co., Ltd.
(hereinafter referred to as “Jinke
Kunji”) 49.00% 52,380,499.43 142,711,174.81
Chongqing Jinke Huiyi Real
Estate Development Co., Ltd.
(hereinafter referred to as
“Huiyi Real Estate”) 20.00% 27,240,584.33 82,437,511.62
Zhangjiagang Bonded Area Jinke
Ruifeng Real Estate
Development Co., Ltd.
(hereinafter referred to as
“Zhangjiagang Jinke”) 30.00% 61,313,900.93 45,000,000.00 79,742,481.92

— 466 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Main financial information of significant non-wholly owned subsidiaries

  2. (1) Assets and liabilities

Unit: RMB’0,000

**Amount at the end ** **Amount at the end ** of the period of the period
Current Non-current Current Non-current Total
Subsidiary name assets assets Total assets liabilities liabilities liabilities
Zhongjun Real Estate 129,304.01 1,301.61 130,605.62 96,276.24 183.49 96,459.73
Jinan Jinke 403,910.32 4,823.58 408,733.90 287,258.33 11,000.00 298,258.33
Huaran Oriental 49,021.83 182,776.93 231,798.76 32,396.13 106,882.43 139,278.56
Jinke Kunji 85,921.14 1,339.78 87,260.92 58,136.19 58,136.19
Huiyi Real Estate 230,987.23 2,888.87 233,876.10 156,657.35 36,000.00 192,657.35
Zhangjiagang Jinke 85,302.50 361.10 85,663.60 58,537.31 545.46 59,082.77
**Amount ** at the beginning of the period
Current Non-current Current Non-current Total
Subsidiary name assets assets Total assets liabilities liabilities liabilities
Zhongjun Real Estate 282,723.70 4,768.05 287,491.75 180,995.48 180,995.48
Jinan Jinke 472,394.36 4,081.73 476,476.09 371,139.32 15,407.27 386,546.59
Huaran Oriental 32,424.01 134,057.68 166,481.69 128,175.32 128,175.32
Jinke Kunji 147,591.63 761.72 148,353.35 109,918.52 20,000.00 129,918.52
Huiyi Real Estate 241,975.94 1,443.64 243,419.58 189,865.11 25,956.00 215,821.11
Zhangjiagang Jinke 173,226.96 2,328.88 175,555.84 154,412.98 154,412.98
  • (2) Gains/losses and cash flows

Unit: RMB’0,000

**Amount in the ** **Amount in the ** current period current period **Amount in ** the same period of preceding year the same period of preceding year the same period of preceding year
Cash flows Cash flows
Total from Total from
Operating consolidated operating Operating consolidated operating
Subsidiary name revenue Net profit revenue activities revenue Net profit revenue activities
Zhongjun Real
Estate 148,913.77 33,775.68 33,775.68 51,015.39 24,925.31 1,941.18 1,941.18 78,178.21
Jinan Jinke 163,038.61 20,546.07 20,546.07 132,752.92 8.43 -3,276.63 -3,276.63 -14,960.03
Huaran Oriental 14,081.28 5.03 5.03 17,894.61 12,196.84 280.06 280.06 11,115.13
Jinke Kunji 48,361.59 10,689.90 10,689.90 26,290.34 0.28 -1,558.63 -1,558.63 -13,931.76
Huiyi Real Estate 102,989.55 13,620.29 13,620.29 -776.85 73,260.86 11,341.02 11,341.02 4,629.43
Zhangjiagang Jinke 105,047.45 20,437.97 20,437.97 58,550.74 24,965.27 3,094.05 3,094.05 25,861.44

— 467 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (II) Control over subsidiaries’ transactions despite change in owners’ equity in subsidiaries

  • Descriptions of change in owners’ equity in subsidiaries

Shareholding Shareholding
percentage percentage
Subsidiary name Change time before change after change
Chongqing Jinke Junwei Real Estate
Development Co., Ltd. (hereinafter referred
to as “Jinke Junwei”) August 2016 80.00% 100.00%
Chongqing Jinke Hongrui Real Estate
Development Co., Ltd. (hereinafter referred
to as “Jinke Hongrui”) August 2016 80.00% 100.00%
Neijiang Jinke Liju Real Estate Development
Co., Ltd. (hereinafter referred to as
“Neijiang Liju”) March 2016 100.00% 71.00%
Chongqing Jinke Hexu Real Estate
Development Co., Ltd. (hereinafter referred
to as “Hexu Real Estate”) September 2016 51.00% 100.00%
Xinjiang Huaran Oriental New Energy Co.,
Ltd. (hereinafter referred to as “Xinjiang
Huaran”) December 2016 94.25% 96.51%
  1. Impact of transactions on minority interests and equity attributable to owners of the parent company
Hexu Real Xinjiang
Item **Jinke Junwei ** Jinke Hongrui Neijiang Liju Estate Huaran
Acquisition cost/disposal
consideration
Cash 184,712,900.00 92,356,500.00 46,450,000.00 294,000,000.00 542,087,958.01
Acquisition cost/disposal
consideration
Total 184,712,900.00 92,356,500.00 46,450,000.00 294,000,000.00 542,087,958.01
Less: Share in net assets
of subsidiaries
calculated in proportion
to the equity
acquired/disposed 143,003,235.42 79,853,663.53 42,619,613.32 306,425,974.18 531,827,466.06
Difference -41,709,664.58 -12,502,836.47 3,830,386.68 12,425,974.18 -10,260,491.95
Including: Adjusted capital
reserve -41,709,664.584 -12,502,836.47 3,830,386.68 12,425,974.18 -10,260,491.95
Adjusted surplus reserve

— 468 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (III) Interests in joint ventures or associated enterprises

  • Significant joint ventures or associated enterprises

Accounting for investment in Principal Shareholding joint venture or Name of joint venture or place of Place of Business percentage (%) associated associated enterprise business incorporation nature Direct Indirect enterprise Chongqing Yinhai Finance Chongqing New North Similar 5.51 Equity method Leasing Co., Ltd. Zone, financial [Note] (hereinafter referred to as Chongqing industry “Yinhai Leasing”) Nanning Sunac Shicheng Guangxi Nanning Real estate 49.00 Equity method Property Co., Ltd. (hereinafter referred to as “Nanning Sunac”) Xinjiang Jinke New Energy Xinjiang Xinjiang Equity 49.875 Equity method Equity Investment Joint investment Venture (limited partnership) (hereinafter referred to as “New Energy Investment”)

  • Note: The Company has appointed representatives to the Board of Directors of Yinhai Leasing and therefore has the right to participate in deciding the financial and operating policies of Yinhai Leasing and has material impact on Yinhai Leasing.

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APPENDIX II

  1. Main financial information of significant joint ventures
Unit: RMB’0,000
Amount at the
Amount at the beginning of the
end of the period/amount in
period/amount in the same period of
the current period preceding year
New Energy New Energy
Item Investment Investment
Current assets 40,730.23 35,000.00
Non-current assets
Total assets 40,730.23 35,000.00
Current liabilities
Non-current liabilities
Total liabilities
Minority interests
Equity attributable to owners of the parent company 40,730.23 35,000.00
Proportionate share in net assets 20,314.33 20,000.00
Adjustments
Goodwill
Unrealized profit of internal transaction
Others
Book value of equity investments in joint ventures 20,314.33 20,000.00
Fair value of equity investments in joint ventures with
quoted price
Operating revenue
Net profit 630.23
Net profit from discontinued operation
Other consolidated revenue
Total consolidated revenue 630.23
Dividend received from joint ventures in the current
period

— 470 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Main financial information of significant associated enterprises

Unit: RMB’0,000

Amount at the end of the Amount at the end of the
period/amount in the current period
Item Nanning Sunac Yinhai Leasing
Current assets 220,722.09 207,389.62
Non-current assets 253,795.93
Total assets 220,722.09 461,185.55
Current liabilities 791.00 129,650.19
Non-current liabilities 120,000.00 193,531.57
Total liabilities 120,791.00 323,181.76
Minority interests
Equity attributable to owners of the parent company 99,931.09 138,003.79
Proportionate share in net assets 48,966.23 7,604.01
Adjustments
Goodwill
Unrealized profit of internal transaction
Others
Book value of equity investments in associated
enterprises 48,966.23 7,604.01
Fair value of equity investments in associated enterprises
with quoted price
Operating revenue 23,339.52
Net profit -68.91 8,494.78
Net profit from discontinued operation
Other consolidated revenue
Total consolidated revenue -68.91 8,494.78
Dividend received from associated enterprises in the
current period 551.47

— 471 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

**Amount at the beginning ** **Amount at the beginning ** of the
**period/amount in the ** **same ** period of
**preceding ** year
Item Nanning Sunac Yinhai Leasing
Current assets 140,164.96
Non-current assets 184,195.35
Total assets 324,360.31
Current liabilities 78,263.27
Non-current liabilities 104,838.79
Total liabilities 183,102.06
Minority interests
Equity attributable to owners of the parent company 141,258.25
Proportionate share in net assets 7,783.33
Adjustments
Goodwill
Unrealized profit of internal transaction
Others
Book value of equity investments in associated
enterprises 7,783.33
Fair value of equity investments in associated enterprises
with quoted price
Operating revenue 27,998.19
Net profit 9,833.35
Net profit from discontinued operation
Other consolidated revenue
Total consolidated revenue 9,833.35
Dividend received from associated enterprises in the
current period 716.92

— 472 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Summary financial information of insignificant joint ventures and associated enterprises
Amount at the
Amount at the end beginning of the
of the period/amount in
period/amount in the same period of
Item the current period preceding year
Joint venture
Total book value of investments 9,923,257.02 9,996,804.01
Total of the following items calculated as per
the shareholding percentage
Net profit -73,547.00 2,298.93
Other consolidated revenue
Total consolidated revenue -73,547.00 2,298.93
Associated enterprises
Total book value of investments 7,471,538.84 103,257,162.43
Total of the following items calculated as per
the shareholding percentage
Net profit -135,320,424.79 -21,506,811.67
Other consolidated revenue
Total consolidated revenue -135,320,424.79 -21,506,811.67

VIII. Risks related to financial instruments

The Company carries out risk management for the purpose of seeking an appropriate balance between the risks and revenues, minimizing the negative impact from risks on the Company’s operating results and maximizing the interests of shareholders and other equity investors. Based on such objectives, the Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk bottom line and controls, and to supervise various risks in prompt and reliable manner so as to control the risks within a limited range.

The Company is exposed to the following risks from its use of financial instruments in the daily operation, which mainly include credit risk, liquidity risk and market risk. The management has deliberated and approved policies concerning management of such risks, as summarized below.

(I) Credit risk

Credit risk is the risk that one party to a financial instrument fails to fulfill the obligations, thereby causing financial loss to the other party.

The Company’s credit risk is primarily attributable to bank balances and receivables. To control the aforesaid related risks, the Company takes the following measures respectively.

— 473 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Bank deposit

The Company deposits its bank balances in financial institutions with good credit rating, so its credit risk is low.

(2) Receivables

The Company has established a sound receivables risk management and internal control system to regularly assess customers’ credit and monitor balance of receivables therefrom, and strictly implements the receivables collection procedure, to avoid significant risks in bad debts.

The Company’s accounts receivable risks are distributed in multiple partners and customers. As at 31 December 2016, 26.87% of the Company’s accounts receivable (31 December 2015: 25.95%) was due from the five top customers in balance, and the Company did not have major credit concentration risk.

  • (1) Amount of the Company’s receivables which have neither been overdue nor impaired and those which have been overdue but unimpaired and relevant aging analysis are as follows:

Amount at the end of the period

Receivables
neither **Receivables overdue ** but
overdue unimpaired
nor Within 1 Above 2
Item impaired year 1-2 years years Total
Other receivables 2,068,040,223.85 2,068,040,223.85
Subtotal 2,068,040,223.85 2,068,040,223.85

Amount at the beginning of the period

Receivables
neither **Receivables overdue ** but
overdue unimpaired
nor Within 1 Above 2
Item impaired year 1-2 years years Total
Other receivables 498,663,626.13 498,663,626.13
Subtotal 498,663,626.13 498,663,626.13
  • (2) For receivables with provision for impairment withdrawn on an individual basis, please refer to receivables in the notes to the consolidated financial statements in the Notes to the Financial Statements.

— 474 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(II) Liquidity risk

Liquidity risk is the risk of capital shortage incurred when the Company performs the obligation of cash or other financial assets settlement and is possibly attributable to failure in selling financial assets at fair value on a timely basis, or failure in collecting liabilities from counterparts to contracts, or early redemption of debts, or failure in generating estimated cash flows.

To control such risk, the Company leveraged financing tools such as note settlement, bank borrowings, trust borrowing, etc., and appropriately adopted long/short-term financing methods to improve the financing structure, and maintained a balance between financing sustainability and flexibility. The Company has obtained bank credit limits from several commercial banks and trust institutions to satisfy working capital requirements and expenditures.

Financial liabilities classified based on remaining time period till maturity

Unit: RMB’0,000

**Amount at the end of the ** **Amount at the end of the ** period
Undiscounted
contract Above
Item Book value amount Within 1 year 1-3 years 3 years
Borrowings 2,514,835.14 2,948,491.32 1,020,118.45 1,455,642.92 472,729.95
Notes payable 3,586.37 3,586.37 3,586.37
Accounts payable 755,459.57 815,227.76 815,227.76
Other payables 520,919.97 481,349.94 481,349.94
Bonds payable 1,889,127.72 2,195,261.33 1,947,759.11 247,502.22
Long-term payables 49,882.43 64,940.41 3,953.40 12,908.33 48,078.68
Subtotal 5,733,811.20 6,508,857.13 2,324,235.92 3,416,310.36 768,310.85
**Amount at the beginning of ** the period
Undiscounted
contract
Item Book value amount Within 1 year **1-3 years ** Above 3 years
Borrowings 3,312,021.96 3,636,195.54 2,068,464.67 1,210,622.98 357,107.89
Notes payable 131,721.40 131,721.40 131,721.40
Accounts payable 811,978.91 811,978.91 811,978.91
Other payables 290,261.87 290,261.87 290,261.87
Bonds payable 531,325.73 655,741.81 395,226.25 260,515.56
Subtotal 5,077,309.87 5,525,899.53 3,302,426.85 1,605,849.23 617,623.45

— 475 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(III) Market risk

Market risk refers to the risk that the fair value or future cash flow of a financial instrument fluctuates because of change in market price. Market risks mainly include interest rate risk and foreign exchange risk.

1. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flow of a financial instrument fluctuates because of change in market interest rate. The Company’s market interest rate risk mainly relates to the Company’s borrowings with interest calculated at floating interest rate.

As at 31 December 2016, the Company’s borrowings with interest calculated at floating interest rate amounted to RMB6,614,351,800 (31 December 2015: RMB13,175,970,000); supposed that other variations remain unchanged and interest rate increases/decreases 50 bps, the Company’s total profit and shareholders’ interests will not be significantly affected.

2. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flow of a financial instrument fluctuates because of change in exchange rate. The Company’s exchange rate risk mainly relates to the Company’s foreign currency monetary assets and liabilities. As the Company operates its business in mainland China, its main business activities are denominated in RMB. Therefore, the exchange rate risk undertaken by the Company is insignificant.

For the Company’s foreign currency monetary assets and liabilities at the end of the period, please refer to foreign currency monetary items in others in the notes to the consolidated financial statements in the Notes to the Financial Statements.

IX. Disclosure of fair value

  • (I) Details of the fair value of assets and liabilities measured at fair value at the end of the period
Fair value at the end of the period Fair value at the end of the period
Level 1 Level 2 Level 3
fair value fair value fair value
Item measurement measurement measurement Total
Recurring fair value
measurement
Investment properties 2,885,492,754.63 2,885,492,754.63
Buildings rented 2,885,492,754.63 2,885,492,754.63

— 476 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (II) Qualitative and quantitative information of evaluation techniques and important parameters for recurring and non-recurring level 2 fair value measurements

The buildings rented out by the Company are all commercial properties and supporting garages thereof, and their costs are insufficient to reflect the fair value thereof, so evaluation is not carried out by cost method; according to the actual condition of the buildings rented, for small commercial properties, as the transaction markets around them are active and it is easy to find transaction cases of similar properties, evaluation is carried out by market method; for large commercial properties for which it is difficult to find relevant transaction cases, as the lease markets of similar properties around them are active and some buildings rented are restricted by long-term lease contracts, evaluation is carried out by income method.

  • X. Connected parties and connected transactions

  • (I) Connected parties

  • Principal shareholders of the Company

Name of principal shareholders

Place of registration

Business nature

  • Chongqing Jinke Investment No. 88 Xingyi South Road, Yihe Investment business and Holdings (Group) Co., Ltd. Town, Fuling District, Chongqing investment management consulting services

  • Tianjin Jujin Property No. 8, Xinghua Qizhi Road, Xiqing Property management and Management Co., Ltd. Economic Development Zone, relevant infrastructure Tianjin development, construction, operation & management

Shareholding Voting right
percentage percentage
Registered over the over the
capital Company Company
Name of principal shareholders (RMB’0,000) (%) (%) Notes
Chongqing Jinke Investment
Holdings (Group) Co., Ltd. 5,000 [Note 1]
Tianjin Jujin Property Management
Co., Ltd. 1,000 [Note 2]

Note 1: As at 31 December 2016, Chongqing Jinke Investment Holdings (Group) Co., Ltd. (hereinafter referred to as Jinke Investment), Huang Hongyun and Tao Hongxia severally held 14.20%, 9.55% and 2.49% shares of the Company; as Huang Hongyun and his wife Tao Hongxia jointly held 100% shares of Jinke Investment, they directly and indirectly held 26.24% shares of the Company and were the ultimate controllers of the Company.

— 477 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • Note 2: In September 2016, the Company non-publicly issued 1,020,408,163 RMB ordinary shares (A shares) to specific targets, with 907,029,478 shares subscribed by Tianjin Jujin Property Management Co., Ltd. (hereinafter referred to as Tianjin Jujin). Tianjin Jujin is a wholly-owned subsidiary of Sunac China Holdings Limited (hereinafter referred to as Sunac China). Later, during November-December 2016, Sunac China’s wholly-owned subsidiaries Tianjin Runze Property Management Co., Ltd. (hereinafter referred to as Tianjin Runze) and Tianjin Runding Property Management Co., Ltd. (hereinafter referred to as Tianjin Runding) increased 101,615,249 shares and 118,333,380 shares of the Company respectively through the secondary market. As at 31 December 2016, Sunac China’s wholly-owned subsidiaries Tianjin Jujin, Tianjin Runze and Tianjin Runding jointly held 1,126,978,107 shares of the Company, equivalent to 21.08% shareholding. From 1 January 2017 to the date when this report is issued, Tianjin Runze and Tianjin Runding continuously increased 109,913,582 shares of the Company through the secondary market. As at the date of this report, Sunac China held a total of 1,236,891,689 shares of the Company through its subsidiaries, accounting for about 23.15% of the total share capital issued by the Company. The effective controller of Sunac China is Mr. Sun Hongbin.

  • For details about the Company’s subsidiaries, please refer to interests in other entities in the Notes to the Financial Statements.

  • Joint ventures and associated enterprises of the Company

For details about the Company’s significant associated enterprises, please refer to interests in other entities in the Notes to the Financial Statements. Information on other joint ventures or associated enterprises with balance formed through its connected transactions with the Company in the current and prior periods is as follows:

Name of joint venture or associated enterprise

Relation with the Company

Xinjiang Jinke New Energy Equity Investment Joint Joint venture Venture (limited partnership) (hereinafter referred to as New Energy Investment) Yunnan Jinwanzhong Real Estate Development Co., Ltd. Joint venture (hereinafter referred to as Jinwanzhong Real Estate) Wujiang Jinke Yangzi Real Estate Development Co., Ltd. Associated enterprises (hereinafter referred to as Wujiang Jinke Yangzi) Chongqing Yinhai Finance Leasing Co., Ltd. (hereinafter Associated enterprises referred to as Yinhai Leasing) Nanning Sunac Shicheng Property Co., Ltd. (hereinafter Associated enterprises [Note] referred to as Nanning Sunac)

Note: Company controlled by the effective controller of the main shareholder entity

— 478 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  1. Other connected parties of the Company

Name of other connected party

Relation between other connected party and the Company

  • Chongqing Zhongke Holding Co., Ltd. (hereinafter referred to as Zhongke Holding)

Others [Note 1]

  • Chongqing Zhongke Construction (Group) Co., Ltd. (hereinafter referred to as Zhongke Group)

Others [Note 1]

  • Chongqing Jianglong Construction Engineering Co., Ltd. (hereinafter referred to as Jianglong Construction)

Others [Note 1]

  • Chongqing Shenlong Construction Engineering Co., Ltd. (hereinafter referred to as Shenlong Construction)

Others [Note 1]

  • Chongqing Zhanhe Agriculture Development Co., Ltd. (hereinafter referred to as Zhanhe Agriculture)

Others [Note 1]

  • Chongqing Caiju Investment Co., Ltd. (hereinafter referred to as Caiju Investment)

The company controlled by the effective controller of the Company

  • Chongqing Liangjiang New District Ke Yi Micro-Credit Co., Ltd. (hereinafter referred to as Ke Yi Micro-Credit)

The company controlled by the effective controller of the Company

  • Chongqing Jinke Financial Factoring Co., Ltd. (hereinafter referred to as Jinke Financial Factoring)

The company controlled by the effective controller of the Company

  • Chongqing Jinke Commercial Factoring Co., Ltd. (hereinafter referred to as Jinke Commercial Factoring)

The company controlled by the effective controller of the Company

  • Chongqing Dake Investment Co., Ltd. (hereinafter referred to as Dake Investment)

The company controlled by the effective controller of the Company

  • Chongqing SUNAC Foundation Real Estate Development Co. Ltd. (hereinafter referred to as Chongqing SUNAC)

[Note 2]

  • Wuxi Sunac City Construction Co., Ltd. (hereinafter referred to as Wuxi Sunac Construction)

[Note 2]

  • Wuxi Sunac Real Estate Co., Ltd. (hereinafter referred to as Wuxi Sunac Real Estate)

[Note 2]

— 479 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Name of other connected party

Relation between other connected party and the Company

Chongqing Sunac Industrial Co., Ltd. (hereinafter referred [Note 2] to as Chongqing Sunac Industrial)

Tianjin Runding Property Management Co., Ltd. (hereinafter referred to as Tianjin Runding)

  • [Note 2]

Tianjin Runze Property Management Co., Ltd. (hereinafter [Note 2] referred to as Tianjin Runze)

  • USUM Investment Group Co., Ltd. (hereinafter referred to [Note 3] as USUM Investment)

  • Note 1: The company directly or indirectly controlled by Huang Yifeng, the younger brother of Huang Hongyun (the Company’s effective controller).

  • Note 2: The company also controlled by the effective controller of Tianjin Jujin (the Company’s principal shareholder).

  • Note 3: The Company no longer has the right to participate in USUM Investment’s financial and operation decisions since 30 April 2015. Therefore, the Company no longer took USUM Investment as its connected party since 30 April 2015.

  • (II) Connected transactions

  • Purchase and sale of commodities, and provision and acceptance of labor service

  • (1) Sale of commodities and provision of labor service

Amount in the Content of connected Amount in the same period of Connected party transaction current period preceding year China Sciences Group Provision of labor service 492,786.89 535,042.70 USUM Investment Group Provision of labor service 37,491.00 Sale of commodities and Wujiang Jinke Yangzi provision of labor service 2,350,496.50 2,540,079.98 Sale of commodities and Jinke Investment provision of labor service 45,566.64 151,724.00 Ke Yi Micro-Credit Provision of labor service 34,950.72 92,400.00 Jinke Financial Factoring Provision of labor service 46,200.00 Jinke Commercial Factoring Provision of labor service 46,200.00 Caiju Investment Provision of labor service 2,038,834.95

— 480 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Purchase of commodities and acceptance of labor service
Amount in the
Content of connected Amount in the same period of
Connected party transaction current period preceding year
China Sciences Group Acceptance of labor service 408,769.04
Jianglong Construction Acceptance of labor service 651,484.83
  1. Guarantee with connected parties

  2. (1) The Company and subsidiaries as the guaranteed parties

Whether the
Guaranteed Commencement guarantee has
Guarantor amount date Maturity date been fulfilled
Huang Hongyun 250,000,000.00 2015/6/25 2017/6/24 No
Huang Hongyun 60,000,000.00 2016//4/11 2017/2/10 No
Huang Hongyun 180,000,000.00 2015/4/17 2017/4/16 No
Jinke Investment, Huang
Hongyun, Tao Hongxia 300,000,000.00 2015/3/25 2017/3/25 No
Jinke Investment, Huang
Hongyun, Tao Hongxia 92,000,000.00 2015/5/7 2017/5/7 No
Jinke Investment, Huang
Hongyun, Tao Hongxia 100,000,000.00 2015/4/30 2017/4/30 No
Jinke Investment, Huang
Hongyun, Tao Hongxia 250,000,000.00 2015/3/13 2017/3/13 No
Jinke Investment, Huang
Hongyun, Tao Hongxia 300,000,000.00 2015/3/18 2017/3/18 No
Jinke Investment, Huang
Hongyun, Tao Hongxia 139,999,999.99 2014/3/12 2017/3/12 No
Jinke Investment, Huang
Hongyun, Tao Hongxia 1,200,000,000.00 2015/2/13 2034/12/25 No
  • (2) According to the Proposal on the Company’s Payment of Guarantee Fee to the Controlling Shareholder and Connected Transactions deliberated and approved at the 30th meeting of the 9th Board of Directors of the Company on 26 March 2016, and the Framework Agreement on Payment of Guarantee Fee signed between the Company’s controlling shareholder Jinke Investment and effective controllers Huang Hongyun and his wife Tao Hongxia, the Company’s controlling shareholder Jinke Investment and effective controllers Huang Hongyun and his wife Tao Hongxia provided guarantee for the Company’s financing, and the Company paid a guarantee fee to them as per a rate of not more than 1% or 0.7% of the guarantee balance according to specific conditions. Moreover, the Company paid a total guarantee fee of not more than RMB25 million to them in 2016. In the current period, the Company accumulatively paid a financing guarantee fee of RMB25 million to Jinke Investment, Huang Hongyun and his wife Tao Hongxia.

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FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • (3) Guarantee provided for connected parties

Upon approval at the 38th meeting of the 9th Board of Directors of the Company and the 5th extraordinary general meeting 2016 and according to the cooperative development agreement signed between the Company and Chongqing Sunac, the Company agreed to provide guarantee for Nanning Sunac’s borrowings from financial institutions in accordance with the equity ratio. It is estimated that the guarantee amount would be less than RMB1.3 billion and the Company would collect a guarantee fee from Nanning Sunac at the rate of 2%/year of the guarantee amount it actually provided. As at 31 December 2016, the Company provided a guarantee for Nanning Sunac’s borrowing of RMB1.2 billion and a guarantee with joint liability for the RMB588 million among the RMB1.2 billion borrowing with its 49% equity in Nanning Sunac. The term of each corporate guarantee is 36 months.

  1. Fund flow and call loans with connected parties

According to the Loan Agreement signed between the Company and Xinjiang Jinke New Energy Equity Investment Joint Venture (limited partnership) (hereinafter referred to as New Energy Investment) on 4 February 2016, the Company borrowed RMB300 million from New Energy Investment, with the annual comprehensive capital cost of 4.35%. Besides, in January 2016, New Energy Investment transferred RMB330 million into the Company, and the Company transferred out RMB330 million in the same month. The Company has repaid the call loan principal as at 31 December 2016, and should settle the capital occupation fee of RMB7,011,246.85 payable to New Energy Investment in the current period.

  1. Remuneration of key management personnel
Amount in the
Amount in the same period of
Item current period preceding year
Remuneration of key management personnel RMB64,723,400 RMB49,237,300
  1. Follow-up investments of directors, supervisors and senior executives

The Company formulated the Administrative Measures for Follow-up Investments in Real Estate Projects to further enhance the quality of real estate projects acquired by the Company and the operation efficiency of projects, make project management benefits directly link up with the personal income of staff making follow-up investment, and achieve revenue & risk sharing. According to the said Administrative Measures, matters relating to follow-up investments will constitute connected transactions of joint investments together with some directors, supervisors and senior executives of the Company. As at 31 December 2016, the amount of follow-up investments made by the Company’s directors, supervisors and senior executives tallied RMB37,870,000.

— 482 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Other connected transactions

  2. (1) Set up companies together with connected parties

By resolution passed at the 38th meeting of the 9th Board of Directors of the Company on 15 November 2016, the Company and Chongqing SUNAC Foundation Real Estate Development Co. Ltd. (hereinafter referred to as Chongqing SUNAC) signed the cooperation development agreement. According to the agreement, the two parties agreed to increase investment in Chongqing SUNAC’s wholly-owned subsidiary Nanning Sunac Shicheng Property Co., Ltd. (hereinafter referred to as Nanning Sunac) for cooperative development of the Anjinan Project in Nanning City, Guangxi Province. After the capital increase, the registered capital of Nanning Sunac was RMB1 billion, with 51% stake held by Chongqing SUNAC and 49% stake held by the Company. As at 31 December 2016, the Company and Chongqing SUNAC have completed matters relating to capital increase of Nanning Sunac. In addition, the Company received the intercourse funds of RMB602,700,000 from Nanning Sunac in December.

(2) Transfer of partial equities of holding subsidiaries and waiver of partial rights

According to the Proposal on Waiver of Partial Rights of the Project Company and Connected Transactions and Provision of Connected Guarantee and the Proposal on Transfer of Partial Equities of Holding Subsidiaries and Connected Transactions passed at the 35th meeting of the 9th Board of Directors of the Company on 1 September 2016 and the 3rd extraordinary general meeting 2016 convened on 19 September 2016, the Company’s wholly-owned subsidiaries Chongqing Jinke Real Estate Development Co., Ltd. (hereinafter referred to as Chongqing Jinke) and Chongqing Yiyun Investment Co., Ltd. (hereinafter referred to as Yiyun Investment) planned to conclude the Capital Increase and Cooperation Agreement and Equity Transfer and Cooperation Agreement with Zhongke Holding for overall cooperative development of the project in Wujiaqu, Xinjiang.

  • 1) According to the Capital Increase and Cooperation Agreement , before capital increase, Chongqing Jinke and Yiyun Investment respectively held 51% and 49% stakes in Wujiaqu Jinke Real Estate Development Co., Ltd. (hereinafter referred to as Wujiaqu Jinke) and Xinjiang Jinke Kuntai Real Estate Development Co., Ltd. (hereinafter referred to as Jinke Kuntai) and the registered capital of Wujiaqu Jinke and Jinke Kuntai was RMB50 million; Chongqing Jinke and Zhongke Holding respectively increased RMB10 million and RMB58.35 million into Wujiaqu Jinke and respectively increased RMB10 million and RMB58.35 million into Jinke Kuntai. After the capital increase, Chongqing Jinke, Yiyun Investment and Zhongke Holding respectively held 30%, 20.70% and 49.30% stake in Wujiaqu Jinke and Jinke Kuntai. In addition, the Company provided guarantee with joint liability for the loans of RMB149 million and RMB300 million borrowed by Wujiaqu Jinke from Agricultural Bank of China Branch in Urumqi City in Henan Road and China Guangfa Bank, Urumqi Branch, respectively. As the above loans have not yet been repaid, according to the Capital Increase and Cooperation Agreement , after the adjustment in equity structure, the Company should continue to provide guarantees for the loans that have not been repaid by the Company.

— 483 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • 2) According to the Equity Transfer and Cooperation Agreement , Chongqing Jinke and Yiyun Investment would transfer part of their equities in Xinjiang Jinke Yutai Real Estate Development Co., Ltd. (hereinafter referred to as Jinke Yutai) to Zhongke Holding. The registered capital of Jinke Yutai is RMB200 million and the paid-in capital is RMB60 million. Among them, Chongqing Jinke subscribed RMB102 million and actually paid RMB30.6 million, with RMB71.4 million unpaid, representing 51% stake in Jinke Yutai; Yiyun Investment subscribed RMB98 million and actually paid RMB29.4 million, with RMB68.6 million unpaid, representing 49% stake in Jinke Yutai. With reference to the results of audit assessment and upon friendly negotiation between the parties, Chongqing Jinke and Yiyun Investment transferred their unpaid contributions to Jinke Yutai of RMB42 million (representing 21% stake in the project company) and RMB56.6 million (representing 28.3% stake in the project company) to Zhongke Holding at the cost of RMB0. After the transfer, Chongqing Jinke, Yiyun Investment and Zhongke Holding respectively held 30%, 20.70% and 49.30% stake in Jinke Yutai. Meanwhile, Zhongke Holding and Chongqing Jinke should put in place the unpaid contributions of RMB70,025,600 and RMB12,003,400.

As at the date of this report, according to the aforesaid capital increase and equity transfer agreements, Zhongke Holding transferred contributions of RMB58.5 million from Wujiaqu Jinke and RMB58.5 million from Jinke Kuntai; Zhongke Holding and Chongqing Jinke transferred the contributions payable of RMB70,025,600 and RMB12,003,400 into Jinke Yutai. Meanwhile, Wujiaqu Jinke, Jinke Kuntai and Jinke Yutai have repaid the shareholders’ loan, capital occupation fee and technical service fee to the Company and connected parties according to the Capital Increase and Cooperation Agreement and Equity Transfer and Cooperation Agreement . The RMB39,851,800 loan of Wujiaqu Jinke, for which the Company provided a guarantee with joint liability, has not yet been repaid. The industrial and commercial registration of changes of Wujiaqu Jinke, Jinke Kuntai and Jinke Yutai were underway.

(3) Ticket agency

The Company’s subsidiary Chongqing Kangcheng Air Ticket Agent Co., Ltd. carried out air ticket agent services. According to the ticket agency industry practice, the agent’s payment for air tickets settled with Chongqing Jinke Investment Holding (Group) Co., Ltd. in the reporting period was RMB506,343.00; the agent’s advances for air tickets unsettled at the beginning of the period tallied RMB30,502.90; RMB479,167.90 had been taken back in the current period; as at 31 December 2016, the agent’s advances for air tickets unsettled totaled RMB57,678.00.

(4) Other matters

During the reporting period, the Company’s wholly-owned subsidiary Beijing Jinke New Energy Co., Ltd. paid relevant fees of RMB1158,000 in the preliminary preparation period for Xinjiang Jinke New Energy Equity Investment Joint Venture (limited partnership).

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APPENDIX II

  • (III) Receivables from and payables to the connected parties

  • Receivables from the connected parties

**Amount at ** the end of the end of **Amount at the ** beginning of beginning of
the period the period
Provision Provision
Item name Connected party Book balance **for ** bad debts Book balance **for ** bad debts
Accounts receivable Jinke Investment 13,524.00 135.24 8,710.00 87.10
China Sciences Group 199,575.99 1,995.76 189,339.20 1,893.39
USUM Investment
Group 94,662.38 4,733.12
Wujiang Jinke Yangzi 5,146,061.80 1,338,796.44 5,996,813.35 1,297,015.55
Ke Yi Micro-Credit 2,772.00 138.60 2,772.00 27.72
Jinke Financial
Factoring 1,386.00 69.30 1,386.00 13.86
Jinke Commercial
Factoring 1,386.00 69.30 1,386.00 13.86
Wuxi Sunac
Construction 181,519.00 36,303.80
Wuxi Sunac Real Estate 29,566.68 5,913.34
Chongqing Sunac
Industrial 0.01 0.01
Subtotal 5,575,791.48 1,383,421.79 6,295,068.93 1,303,784.60
Other receivables Jinke Investment [note] 57,678.00 576.78 30,502.90 305.03
Wujiang Jinke Yangzi 65,495,930.65 65,495,930.65 64,777,804.88 18,041,948.29
Wuxi Sunac
Construction 10,000.00 10,000.00
Wuxi Sunac Real Estate 500.00 500.00
Subtotal 65,564,108.65 65,507,007.43 64,808,307.78 18,042,253.32

Note 1: It is the air ticket agent service carried out by Chongqing Kangcheng Air Ticket Agent Co., Ltd., the Company’s subsidiary; according to the ticket agency industry practice, the agent’s advances for air tickets unsettled with Chongqing Jinke Investment Holding (Group) Co., Ltd. in the reporting period had been fully taken back as at the date of this report.

Note 2: They are operating funds generated by labor services provided by the Company’s subsidiary Kelsinki in previous years.

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  1. Payables to the connected parties
Amount at
Amount at the the beginning
Item name Connected party end of the period of the period
Accounts payable
Shenlong Construction 19,359.70 19,359.70
China Sciences Group 28,833,875.02 29,342,725.31
Jianglong Construction 18,741,806.67 17,960,629.58
Zhanhe Agriculture 124,040.00 161,736.63
Subtotal 47,719,081.39 47,484,451.22
Advance receipts
China Sciences Group 1,335,455.00 1,335,455.00
Subtotal 1,335,455.00 1,335,455.00
Other payables
China Sciences Group 305,000.00 324,694.00
Zhongke Holding 228,639,791.24
USUM Investment Group 130,498,000.00
Nanning Sunac 602,700,000.00
New Energy Investment 5,756,246.85
Jinwanzhong Real Estate 10,000,000.00
Subtotal 847,701,038.09 130,822,694.00

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APPENDIX II

XI. Share payment

  • (I) Overall information of share payment

1. Details

  • Total amount of the Company’s equity instruments granted in the current period

  • Total amount of the Company’s equity instruments exercised in the current period

  • Total amount of the Company’s equity instruments invalidated in the current period

10,300,000.00 43,832,500.00 14,827,500.00

  • Scope of exercise price of the Company’s stock options outstanding at the end of the period and remaining contract period

  • Scope of exercise price of the Company’s other equity instruments outstanding at the end of the period and remaining contract period

The price of restricted shares granted by the Company for the first time on 9 December 2015 is RMB3.23 per share; after a year from the grant date, the interests and rights will be unlocked annually at the percentage of 25%, 25%, 25% and 25% respectively during the unlocking period.

The Company granted the restricted shares reserved on 8 December 2016 at the price of RMB2.62 per share; after a year from the grant date, the interests and rights will be unlocked annually at the percentage of 25%, 25%, 25% and 25% respectively during the unlocking period.

2. Other descriptions

According to the Restricted Share Incentive Plan (Draft) of Jinke Property Group Co., Ltd. deliberated and approved at the 24th meeting of the 9th Board of Directors of the Company and the 8th extraordinary general meeting 2015, the Company planned to issue to incentive targets the Company’s common shares (A share) issued toward particular investors. At the 26th meeting of the 9th Board of Directors held on 9 December 2015, the Company deliberated and approved the Proposal of Jinke Property Group Co., Ltd. Concerning Issue of Restricted Shares to Incentive Targets and decided to take 9 December 2015 as the grant date on which 196.44 million restricted shares would be issued to 157 incentive targets at a price of 3.23 per share, with 10.34 million shares reserved. As for personal reasons some equity incentive targets waived the right to participate in the equity incentive plan or the restricted shares to be issued were reduced, the total number of restricted shares subject to first grant in the Company’s equity incentive plan were 191.44 million. According to the validity period, lock-up period, exercise arrangement or unlocking arrangement of the incentive plan, among the

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incentive targets subject to the first grant of the Company’s restricted shares, nine including Yu Xuebing, Si Wei and Zhang Tiancheng have resigned and therefore no longer met the incentive conditions, their unlocked restricted shares would be repurchased and canceled by the Company, in particular, the Company would repurchase 800,000 shares at the price of RMB3.23/share and 13.6 million shares at the price of RMB3.18/share; among the incentive targets subject to the first grant of the Company’s restricted shares, six passed the annual personal assessment, and three failed to pass the annual personal assessment because their performance assessment results did not meet all unlocking requirements. The part that cannot be unlocked among the first unlocking part of restricted shares granted to them would be repurchased by the Company; the repurchase quantity was 427,500 shares and the repurchase price was RMB3.18/share. Meanwhile, the first unlocking conditions for the first grant of the Company’s restricted shares have been satisfied, upon deliberation and approval at the 40th meeting of the 9th Board of Directors on 8 December 2016, the Company agreed with the application for unlocking of 43,832,500 restricted shares held by 135 incentive targets meeting the unlocking conditions.

On 8 December 2016, the 40th meeting of the 9th Board of Directors of the Company deliberated and approved the Proposal on Issue of Restricted Shares Reserved in the Restricted Share Incentive Plan to Incentive Targets , and agreed to issue 10.3 million restricted shares reserved to 12 incentive targets at the price of RMB2.62/share (50% of the average transaction price of shares of the Company in the 20 transaction days before the date of announcement of the resolution of the Board of Directors). The Company has completed registration of changes of the restricted shares reserved on 21 December 2016.

(II) Equity-settled share-based payment

The method of determining the fair value of The value of equity instrument on the grant date equity instrument on the grant date minus incentive targets’ cost brought by restricted factors shall be taken as the fair value of equity instrument on the grant date Basis for determining the quantity of The performance conditions and the result of exercisable equity instruments performance evaluation of incentive targets during every unlocking period Reasons for significant difference between None the current estimate and previous estimate Accumulated amount of equity-settled 79,947,302.22 share-based payment included in the capital reserve The total amount of equity-settled 74,696,622.53 share-based payment confirmed in the current period

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FINANCIAL INFORMATION OF JINKE PROPERTY

XII. Commitments and contingencies

  • (I) Important commitments

As at 31 December 2016, the expenditure of agreed capital projects for which the Company has signed relevant contracts (mainly contracts on purchase and construction of long-term assets and land contracts) but did not make the payment totalled RMB11,351,324,400, which will be paid in several years when the other parties fulfill their responsibilities and obligations stipulated in the contracts. Details are as follows:

Unit: RMB’0,000

Item Contract amount Amount paid Amount unpaid
Contract on purchase and construction of
long-term assets 598,900.05 176,190.16 422,709.89
Land contract 1,156,884.38 444,461.83 712,422.55
Total 1,755,784.43 620,651.99 1,135,132.44
  • (II) Contingencies

  • It is a common practice for the Company and its subsidiaries to provide mortgage-backed guarantee for purchasers of commodity housing. Such guarantee is periodic and the guarantee period starts from the date of entry into force of the guarantee contract to the date when the purchaser of commodity housing obtains the Property Ownership Certificate , completes mortgage registration formalities and gives the Property Ownership Certificate to the bank. As at 31 December 2016, the periodic guarantee amount of the Company and its subsidiaries tallied RMB7317,329,000, and the amount paid for bearing the periodic joint-and-several guarantee liability reached RMB36,072,100. The Company and its subsidiaries has assessed the impact of relevant guarantee risks on the financial statements, has taken active measures to pursue recovery, and has made corresponding provision for bad debts in the reporting period.

  • The contingent liabilities and financial impact of the provision of debt guarantees for other enterprises

For details of guarantees provided for connected parties, refer to the notes to connected parties and connected transactions in the Notes to the Financial Statements.

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APPENDIX II

  • XIII. Events subsequent to balance sheet date

  • (I) Important non-adjusting events

Influence
number of Reason of
financial inability to
position and estimate the
operating influence
Item Content results number
New The subsidiary Chongqing Jinke Huimao Not applicable Not applicable
establishment Real Estate Development Co., Ltd.
funded Chongqing Jinjiahe Real Estate
Development Co., Ltd., with an
investment of RMB25.5 million. The
registered capital of the company was
RMB25.5 million, so Chongqing Jinke
Huimao Real Estate Development Co.,
Ltd. has 100% stake in the company. The
company obtained the business license
(Unified Social Credibility Code:
91500109MA5UB7E79E) on 23 January
2017.
The Company funded Jinke Education Not applicable Not applicable
Investment Co., Ltd. with 100% stake.
The company has a registered capital of
RMB1,000,000,000 and obtained the
Notice of Advance Approval of Name of
Enterprise ((Guo) Deng Ji Nei Ming Yu
He Zi [2017] No. 4138) on 7 March
2017.
The Company and Shenzhen Zeda Not applicable Not applicable
Investment Co., Ltd. jointly funded
Shenzhen Jinke Zeda Real Estate Co.,
Ltd. The company has a registered
capital of RMB20 million, with 60%
stake held by the Company, and obtained
the business license (Unified Social
Credibility Code:
91440300MA5DTC2F49) on 15 February
2017.

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APPENDIX II

Influence
number of Reason of
financial inability to
position and estimate the
operating influence
Item Content results number
Acquisition under Refer to Note XIV (II) 8 to the Financial Not applicable Not applicable
the same Statements for details about acquisition
control of equities of Jinan Hairui Real Estate
Development Co., Ltd., Qingdao
Haichang Real Estate Co., Ltd., and
Taian Haida Real Estate Development
Co., Ltd.
Refer to Note XIV (II) 9 to the Financial Not applicable Not applicable
Statements for details about acquisition
of equities of Tianjin Bin’ao Real Estate
Co., Ltd. and Tianjin Binyao Real Estate
Co., Ltd.
According to the equity transfer Not applicable Not applicable
agreement signed between the Company
and Kunming Jincen Real Estate Co.,
Ltd. (hereinafter referred to as Kunming
Jincen), Kunming Jincen transferred its
30% equity in Yunnan Jinwanzhong Real
Estate Development Co., Ltd. to the
Company. After the transfer, the
Company held 80% equity of Yunnan
Jinwanzhong Real Estate Development
Co., Ltd. Relevant formalities of equity
transfer were completed on 28 February
2017.
Land acquisition According to the Sales Confirmation, in Not applicable Not applicable
January 2017, the subsidiary Jinke
Property Group (Wuhan) Co., Ltd. won
the right to use the land with a total area
of about 211.05 mu in Dazhou Village
(Dazhou Village A Bao), Hongshan
District, at the price of
RMB2,719,500,000.

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APPENDIX II

(II) Profit distribution after the balance sheet date

Profits or dividends to be Based on the share capital recorded on 31 December 2016, the distributed and capital reserve Company plans to distribute RMB2.00 of cash dividends for converted into capital every 10 shares to each shareholder with undistributed profits

Profits or dividends declared upon approval

None

XIV. Other important issues

  • (I) Information about segments

  • The factors considered in determining reporting segments

The Company determines reporting segments based on the internal organizational structure, management requirements, and internal reporting system, and determines the reporting segments based on industrial segments. The Company evaluates the operating results of the real estate sales, property management, hotel operation and other businesses, and distributes the commonly used assets and liabilities among segments according to their scale.

2. Financial information of reporting segment

Industrial segments

Unit: RMB’0,000 Unit: RMB’0,000
Doors &
Real estate Property Hotel Landscaping windows
Item sales management operation engineering engineering
Revenue from main businesses 3,080,687.72 97,290.07 28,160.56 36,381.48 17,107.07
Cost of main businesses 2,501,621.26 75,624.08 8,311.82 32,682.06 16,378.29
Total assets 21,475,535.37 283,386.50 130,106.26 141,331.83 82,209.54
Total liabilities 17,168,662.71 251,489.01 120,056.62 124,400.47 77,341.91
Wind power
investment
Decorative Sales of and Inter-segment
Item design materials development elimination Total
Revenue from main businesses 9,146.08 110,553.35 14,081.28 -196,394.30 3,197,013.31
Cost of main businesses 8,658.72 106,286.69 7,474.39 -208,897.57 2,548,139.74
Total assets 310,293.71 684,413.54 461,808.70 -12,644,169.04 10,924,916.41
Total liabilities 296,045.64 641,849.40 167,394.17 -10,175,545.46 8,671,694.47

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APPENDIX II

  • (II) Other important transactions and events that have an impact on investor’s decision-making

  • Pledge of shareholders’ equity

As at 31 December 2016, the pledge and freezing of the Company’s shares are as follows:

Number of
Name of shareholder shares frozen Name of pledgee Freezing type Freezing time
Chongqing Jinke 92,000,000 Guosen Securities Co., Ltd. Pledge 2016-01-26
Investment Holdings 25,000,000 Guosen Securities Co., Ltd. Pledge 2016-01-29
(Group) Co., Ltd. 52,000,000 Guosen Securities Co., Ltd. Pledge 2016-03-23
57,500,000 Guosen Securities Co., Ltd. Pledge 2016-03-25
48,815,109 Changjiang Securities Co., Ltd. Pledge 2016-04-19
75,000,000 Guosen Securities Co., Ltd. Pledge 2015-04-28
54,000,000 Changjiang Securities Pledge 2016-07-26
(Shanghai) Asset Management
Co., Ltd.
54,000,000 Changjiang Securities Pledge 2016-07-26
(Shanghai) Asset Management
Co., Ltd.
81,000,000 Changjiang Securities Pledge 2016-07-27
(Shanghai) Asset Management
Co., Ltd.
Tianjin Jujin Property 907,029,478 Tianjin Branch of China Bohai Pledge 2016-11-11
Management Co., Ltd. Bank Co., Ltd.
Huang Hongyun 267,500,000 Changjiang Securities Pledge 2016-08-15
(Shanghai) Asset Management
Co., Ltd.
Huang Hongyun 38,732,395 Chongqing International Trust Pledge 2016-09-12
Co., Ltd.
Fu Xiaowen 2,280,000 Guosen Securities Co., Ltd. Pledge 2015-04-28
Fu Xiaowen 620,000 Guosen Securities Co., Ltd. Pledge 2015-09-18
Nie Ming 770,000 Guosen Securities Co., Ltd. Pledge 2016-03-16
Nie Ming 100,000 Guosen Securities Co., Ltd. Pledge 2016-03-16
Nie Ming 500,000 Guosen Securities Co., Ltd. Pledge 2016-05-12
Chen Hong 330,000 Guosen Securities Co., Ltd. Pledge 2014-12-16
Chen Hong 660,000 Guosen Securities Co., Ltd. Pledge 2015-04-28
Chen Hong 300,000 Guosen Securities Co., Ltd. Pledge 2016-01-29
Other non-connected 7,873,178 Pledge
natural persons
Total 1,766,010,160

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FINANCIAL INFORMATION OF JINKE PROPERTY

Note:

  1. As at the date of this report, the Company’s shareholder Tianjin Runze pledged its 101,615,249 (among 161,295,827) shares in the Company to Sdic Taikang Trust Co., Ltd., and Tianjin Runding pledged its 118,333,380 (among 168,566,384) shares in the Company to Sdic Taikang Trust Co., Ltd. Tianjin Jujin, Tianjin Runze and Tianjin Runding collectively pledged 1,126,978,107 shares in the Company, accounting for 21.09% of total share capital of the Company.

  2. According to the Letter of Xinjiang Electric Power Regulatory Office of the State Electricity Regulatory Commission on the Application for Electric Power Business License by Xinjiang Huaran Oriental New Energy Co., Ltd. (Xin Dian Jian Zi Han [2013] No. 158), relevant information provided by the subsidiary Xinjiang Huaran about No. A1-A100 generators (installed capacity of 100*2MW) in the Wind Farm (200 MW) project in Yandun, Hami has passed the preliminary examination.

  3. In July 2015, the Company’s wholly-owned subsidiary Kumul Huaran Oriental Jingxia Wind Power Generation Co., Ltd. (hereinafter referred to as Kumul Huaran) received the Reply of Xinjiang Uygur Autonomous Region Development and Reform Commission Concerning the Approval of 700,000 kw Wind Power and 50,000 kw PV Projects in Jingxia District, Southeast of Hami Wind Power Base Phase II (Xin Fa Gai Neng Yuan [2015] No. 1301) forwarded by Xinjiang Uygur Autonomous Region Development and Reform Commission, which approved the 700,000 kw wind power and 50,000 kw PV projects in Jingxia District, southeast of Hami Wind Power Base Phase II. According to the Reply, among the five projects approved, the second wind farm in District C, Jingxia is funded by the Company’s subsidiary Kumul Huaran, with a total installed capacity of 200,000 kw and total investment of RMB1,564.82 million. At at 31 December 2016, relevant construction of the second wind farm in District C, Jingxia invested by Kunmul Huaran was underway.

  4. In July 2015, the Company’s wholly-owned subsidiary Jinke New Energy Co., Ltd. (hereinafter referred to as Jinke New Energy) received the Energy Conservation Registration Opinions (Ri Fa Gai Neng Shen Bei [2015] No. 33) from Rizhao Municipal Development and Reform Commission, which approved the registration and filing of the 20,000 kw photovoltaic power generation project in Zhongzhi, Wulian, Shandong declared by Jinke New Energy. According to the filing, this project is a photovoltaic power station situated in Yaoyuzi Village, Zhongzhi Town, Wulian County, Shandong, with a total installed capacity of 20,000 kw and total investment of RMB153.39 million.

As at 31 December 2016, the construction investment of the 20,000 kw photovoltaic power generation project in Zhongzhi, Wulian, Shandong has not yet started.

  1. Investment in the establishment of companies and foreign equity investments

  2. 1) By resolution at the 33th meeting of the 9th Board of Directors of the Company on 5 July 2016, the Company intended to establish, with its own capital, a wholly-owned subsidiary Jinke Integrated Community Service Group Limited (tentative name, and the final name should be subject to the approval of the industrial and commercial administrative authorities), which was mainly responsible for the investment and operation of the integrated community service. The registered capital of the wholly-owned subsidiary to be established was RMB1 billion. As at the date of this report, matters relating to the establishment of the aforesaid wholly-owned subsidiary were still underway.

  3. 2) By resolution at the 34th meeting of the 9th Board of Directors of the Company on 12 August 2016, to make good use of its own brand effect and advantages and undertake PPP projects nationwide by pooling strengths of partners, the Company intended to sign the Investment Cooperation Agreement with Chongqing Zhongke Holding Co., Ltd. (hereinafter referred to as Zhongke Holding), Chongqing Caiju Investment Co., Ltd. (hereinafter referred to as Caiju Investment), Chongqing Dake Investment Co., Ltd. (hereinafter referred to as Dake Investment) and Chongqing Yuanbo Investment Co., Ltd. (hereinafter referred to as Yuanbo Investment). According to the Agreement, the parties all invested RMB1 billion to establish Chongqing Zhongjin Investment Co., Ltd. (hereinafter referred to as Zhongjin Investment) (tentative name, and the final name should be subject to the

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FINANCIAL INFORMATION OF JINKE PROPERTY

approval of the industrial and commercial administrative authorities). After the establishment, the shareholdings of Zhongjin Investment were as follows: 40% by the Company, 42% by Zhongke Holding, 10% by Caiju Investment and 4% by Dake Investment and Yuanbo Investment, respectively. As at the date of this report, matters relating to the establishment of Zhongjin Investment were still underway.

  1. Upon approval by the China Securities Regulatory Commission in Document Zheng Jian Xu Ke [2015] No. 1838, the Company issued non-public corporate bonds with face value of not more than RMB3.8 billion in two tranches. On 28 August 2015, the Company completed the issuance of the first tranche worth RMB2 billion. As at the date of this report, the remaining matters relating to the public issuance of bonds were still underway.

  2. Upon deliberation and approval at the 41st meeting of the 9th Board of Directors of the Company on 23 December 2016, the Company intended to issue debt financing instruments of no more than RMB16 billion registered under the National Association of Financial Market Institutional Investors, and the final issuing scale should be subject to the Notice of Accepting Registration of the National Association of Financial Market Institutional Investors. Debt financing instruments include but are not limited to ultra-short-term financing bonds, short-term financing bonds, medium-term notes, medium-term notes with long-term rights and other types of debt financing instruments recognized by the National Association of Financial Market Institutional Investors. The above proposal was deliberated and approved by the Company on the 1st extraordinary general meeting 2017 held on 9 January 2017. As at the date of this report, the said debt financing matters were still underway.

  3. To strengthen the strategic cooperation with Qingdao Haier Real Estate Group Co. Ltd. (hereinafter referred to as Haier Real Estate), the Company’s wholly-owned subsidiary Shandong Baijun Real Estate Development Co., Ltd. (hereinafter referred to as Shandong Baijun) signed the Equity Transfer Agreement with Haier Real Estate on 2 December 2016. Shandong Baijun acquired with its own capital Haier Real Estate’s equities in Jinan Hairui Real Estate Development Co., Ltd. (hereinafter referred to as Jinan Hairui), Qingdao Haichang Real Estate Co., Ltd. (hereinafter referred to as Qingdao Haichang), and Taian Haida Real Estate Development Co., Ltd. (hereinafter referred to as Taian Haida). After the overall acquisition of the three companies, Shandong Baijun held 100% equities in Jinan Hairun, Qingdao Haichang and Taian Haida. The total amount of the transaction was RMB2,530,865,900.

As at 31 December 2016, Shandong Baijun, in accordance with the agreement, paid to Haier Real Estate the first instalment of RMB207,878,101.47 for the equity transfer of the said three companies and the payment of RMB991,063,528.95 for creditor’s right.

As at the date of this report, Haier Real Estate and Shandong Baijun have registered the change with the industrial and commercial authority and completed the handover of seals and project documentation.

  1. The Company’s subsidiary Beijing Jinke Xingyuan Real Estate Co., Ltd. (hereinafter referred to as Beijing Xingyuan), through e-bidding in Tianjin property rights exchange, signed the Bidding Sales Confirmation with Tianjin property rights exchange on 8 December 2016. Beijing Xingyuan acquired the 100% equities of Binhai Tuanbo Xincheng (Tianjin) Holdings Limited (hereinafter referred to as Binhai Tuanbo) in Tianjin Bin’ao Real Estate Co., Ltd. (hereinafter referred to as Bin’ao Real Estate) and RMB405,563,236.76 creditor’s right of Bin’ao Real Estate held by Binhai Tuanbo, at the price of RMB1,018,031,000, and acquired the 100% equities of Binhai Tuanbo in Tianjin Binyao Real Estate Co., Ltd. (hereinafter referred to as Binyao Real Estate) and RMB95,730,272.33 creditor’s right of Binyao Real Estate held by Binhai Tuanbo, at the price of RMB343,471,200; meanwhile, Beijing Xingyuan bore the service charge for network bidding, agency fee and authentication fee, which totaled RMB23,922,082.31, generated in the equity transfer of the aforesaid acquisitions that the transferor and the transferee should bear.

As at 31 December 2016, Beijing Xingyuan, in accordance with the sales confirmation and property transaction contract, paid the service charge, agency fee and authentication fee of RMB23,922,082.31 generated in the transfer and bidding deposit of RMB186,440,000, with the remaining equity transfer amount of RMB1,175,062,200 unpaid.

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APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

As at the date of this report, Beijing Xingyuan has paid the remaining equity transfer amount of RMB1,175,062,200 to Binhai Tuanbo. Bin’ao Real Estate and Binyao Real Estate have registered the change with the industrial and commercial authority on 11 January 2017 and completed the handover of relevant seals and project documentation.

  • XV. Notes to major items in the financial statements of the parent company

  • (I) Notes to items in the balance sheet of the parent company

  • Accounts receivable

  • (1) Details

  • 1) Classified details

**Amount at the end of the ** **Amount at the end of the ** period
Book balance **Provision for ** bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and
for which provision for bad
debts is withdrawn
individually
Receivables for which
provision is withdrawn for
bad debts in portfolio by
credit risks 8,685,231.21 100.00 488,899.32 5.63 8,196,331.89
Receivables whose amount is
insignificant individually
but for which provision for
bad debts is withdrawn
individually
Total 8,685,231.21 100.00 488,899.32 5.63 8,196,331.89

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FINANCIAL INFORMATION OF JINKE PROPERTY

**Amount at the ** **beginning of ** the period
Book balance **Provision for ** bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and
for which provision for bad
debts is withdrawn
individually
Receivables for which
provision is withdrawn for
bad debts in portfolio by
credit risks 13,859,030.99 100.00 188,524.45 1.36 13,670,506.54
Receivables whose amount is
insignificant individually
but for which provision for
bad debts is withdrawn
individually
Total 13,859,030.99 100.00 188,524.45 1.36 13,670,506.54
  • 2) Accounts receivable for which provision is withdrawn for bad debts as per age analysis method in portfolio
**Amount at the end of the ** **Amount at the end of the ** period
Provision
Provision for withdrawal
Age Book balance bad debts percentage (%)
Within 1 year 26,418.04 264.18 1.00
1-2 years 8,541,505.98 427,075.30 5.00
2-3 years 69,684.19 13,936.84 20.00
Over 5 years 47,623.00 47,623.00 100.00
Subtotal 8,685,231.21 488,899.32 5.63
  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

The amount withdrawn for bad debts in the current period is RMB300,374.87.

— 497 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (3) Top five entities in amount of accounts receivable
Percentage in
balance of
accounts Provision for
Entity name Book balance receivable (%) bad debts
Customer 1 8,514,347.59 98.03 425,717.38
Customer 2 44,643.65 0.51 8,928.73
Customer 3 40,238.00 0.46 40,238.00
Customer 4 36,888.64 0.42 2,358.30
Customer 5 14,569.94 0.17 2,913.99
Subtotal 8,650,687.82 99.59 480,156.40
2.
Other receivables
(1)
Details
  • 1) Classified details
Amount at the end of the period Amount at the end of the period Amount at the end of the period
Book balance Provision for bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and
for which provision for bad
debts is withdrawn
individually
Receivables for which provision
is withdrawn for bad debts in
portfolio by credit risks 37,471,788,186.31 100.00 47,999,640.19 0.13 37,423,788,546.12
Receivables whose amount is
insignificant individually but
for which provision for bad
debts is withdrawn
individually
Total 37,471,788,186.31 100.00 47,999,640.19 0.13 37,423,788,546.12

— 498 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Amount at the beginning of the period Amount at the beginning of the period Amount at the beginning of the period
Book balance Provision for bad debts
Provision
withdrawal
Percentage percentage
Classification Amount (%) Amount (%) Book value
Receivables whose amount is
significant individually and
for which provision for bad
debts is withdrawn
individually
Receivables for which provision
is withdrawn for bad debts in
portfolio by credit risks 27,544,942,461.96 100.00 30,774,820.60 0.11 27,514,167,641.36
Receivables whose amount is
insignificant individually but
for which provision for bad
debts is withdrawn
individually
Total 27,544,942,461.96 100.00 30,774,820.60 0.11 27,514,167,641.36
  • 2) Other receivables for which provision is withdrawn for bad debts as per age analysis method in portfolio
**Amount at the end of the ** **Amount at the end of the ** period
Provision
Provision for withdrawal
Age Book balance bad debts percentage (%)
Within 1 year 4,664,260.45 46,642.60 1.00
1-2 years 416,030.10 20,801.51 5.00
2-3 years 3,230,862.78 646,172.56 20.00
3-5 years 6,519,948.68 3,259,974.34 50.00
Over 5 years 44,026,049.18 44,026,049.18 100.00
Subtotal 58,857,151.19 47,999,640.19 81.55

— 499 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  • 3) Other receivables for which provision is withdrawn for bad debts as per other methods in portfolio

Amount at the end of the period Provision Provision for withdrawal Portfolio name Book balance bad debts percentage (%) Cash deposit 33,049,514.69 Transactions with connected parties in the consolidation scope 37,379,881,520.43 Subtotal 37,412,931,035.12

  • (2) Provision for bad debts withdrawn, recovered or reversed in the current period

The amount withdrawn for bad debts in the current period is RMB17,224,819.59.

  • (3) Other receivables classified by payment properties
Amount at the
Amount at the end beginning of the
Payment properties of the period period
Cash deposit 33,049,514.69 30,025,000.00
Transactions with connected parties in the consolidation
scope 37,379,881,520.43 27,440,183,476.94
Others 58,857,151.19 74,733,985.02
Total 37,471,788,186.31 27,544,942,461.96

— 500 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (4) Top five entities in amount of other receivables
Percentage in
balance of
other
receivables Provision for
Entity name Payment properties Book balance Age (%) bad debts
Wuxi Jinke Real Estate Transactions with 5,077,449,218.74 Within 1 year 13.55
Development Co., Ltd. connected parties
Chongqing Jinke Real Estate Transactions with 4,776,326,990.77 Within 1 year 12.75
Development Co., Ltd. connected parties
Beijing Jinke Zhanhao Real Transactions with 3,011,185,995.14 Within 1 year 8.04
Estate Co., Ltd. connected parties
Chongqing New Start Transactions with 2,743,550,542.16 Within 1 year 7.32
Decorative Engineering connected parties
Co., Ltd.
Chongqing Qingke Trading Transactions with 2,450,125,640.42 Within 1 year 6.54
Co., Ltd. connected parties
Subtotal 18,058,638,387.23 48.20
  1. Long-term equity investment

  2. (1) Details

**Amount at the end of the ** **Amount at the end of the ** period **Amount at ** **the beginning of ** the period
Provision for Provision for
Item Book balance impairment Book value Book balance impairment Book value
Investment in subsidiaries 14,076,228,965.42 14,076,228,965.42 12,696,059,070.41 12,696,059,070.41
Investment in associated
enterprises and joint
ventures 575,625,672.33 575,625,672.33 87,830,099.03 87,830,099.03
Total 14,651,854,637.75 14,651,854,637.75 12,783,889,169.44 12,783,889,169.44

— 501 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

(2) Investment in subsidiaries

Provision
withdrawn for Provision for
Amount at the impairment in impairment at
beginning of the Increase in the Decrease in the Amount at the the current the end of the
Invested entity period current period current period end of the period period period
Shaanxi Haoyuefu Real Estate
Development Co., Ltd. 20,000,000.00 20,000,000.00
Shaanxi Jinrunda Real Estate
Development Co., Ltd. 102,000,000.00 102,000,000.00
Jinke Property Services Group
Limited Company 50,000,000.00 50,000,000.00
Jinke Industrial Investment
Development Company
Limited 500,000,000.00 500,000,000.00
Shandong Baijun Real Estate
Development Co., Ltd. 10,000,000.00 10,000,000.00
Beijing Jinke New Energy Co.,
Ltd. 1,493,000,000.00 1,493,000,000.00
Xinjiang Jinke Yijia Real Estate
Development Co., Ltd. 100,000,000.00 100,000,000.00
Chongqing Jinke Wuchen Real
Estate Development Co., Ltd. 30,000,000.00 30,000,000.00
Chengdu Jinke Real Estate
Development Co., Ltd. 269,500,273.09 269,500,273.09
Wuxi Jinke Real Estate
Development Co., Ltd. 625,429,734.00 625,429,734.00
Liuyang Jinke Real Estate Co.,
Ltd. 45,000,000.00 45,000,000.00
Chongqing Jinke Kunhe
Investment Co., Ltd. 50,000,000.00 50,000,000.00
Chongqing Jinke Hotel Co., Ltd. 60,602,877.20 60,602,877.20
Wuxi Jinke Kerun Real Estate
Development Co., Ltd. 300,000,000.00 300,000,000.00
Chongqing Qingke Trading Co.,
Ltd. 176,000,000.00 176,000,000.00
Hunan Jinke Real Estate
Development Co., Ltd. 150,000,000.00 150,000,000.00
Jiangyin Jinke Real Estate
Development Co., Ltd. 99,000,000.00 99,000,000.00
Jiangyin Jinke Real Estate
Development Co., Ltd. 147,000,000.00 147,000,000.00
Beijing Jinke Xingyuan Real
Estate Co., Ltd. 140,000,000.00 140,000,000.00
Chongqing Jinke Industrial
Group Kerun Real Estate
Development Co., Ltd. 100,000,000.00 100,000,000.00
Chongqing Bozhan Real Estate
Development Co., Ltd. 400,300,000.00 400,300,000.00

— 502 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Provision
withdrawn for Provision for
Amount at the impairment in impairment at
beginning of the Increase in the Decrease in the Amount at the the current the end of the
Invested entity period current period current period end of the period period period
Chongqing Kelsinki Landscaping
Co., Ltd. 100,000,000.00 100,000,000.00
Chongqing Tianhao Menchuang
Co., Ltd. 50,538,329.81 50,538,329.81
Chongqing Jinke Real Estate
Development Co., Ltd. 90,719,700.00 90,719,700.00
Chongqing Tongrong Industrial
Co., Ltd. 33,400,100.00 33,400,100.00
Chongqing Casin Jiangjing Real
Estate Development Co., Ltd. 39,418,063.00 39,418,063.00
Chongqing Jinke Industrial
Group Hua’nan Real Estate
Development Co., Ltd. 30,000,000.00 30,000,000.00
Chongqing Huaxie Real Estate
Co., Ltd. 64,930,000.00 64,930,000.00
Chongqing Zhongxun Property
Development Co., Ltd. 172,200,000.00 172,200,000.00
Chongqing Jinke Industrial
Group Hongjing Real Estate
Development Co., Ltd. 49,985,097.87 49,985,097.87
Chongqing Jiale Jiulong Real
Estate Development Co., Ltd. 103,870,945.98 103,870,945.98
Chongqing Tianyuansheng Real
Estate Development Co., Ltd. 179,664,612.36 179,664,612.36
Beijing Jinke Napa Real Estate
Co., Ltd. 2,558,856,506.91 2,200,000,000.00 358,856,506.91
Beijing Jinke Hongju Real
Estate Co., Ltd. 697,100,000.00 697,100,000.00
Chongqing Jinke Kepeng
Business Management Co.,
Ltd. 5,000,000.00 5,000,000.00
Chongqing Jinke Chenju Real
Estate Co., Ltd. 20,000,000.00 20,000,000.00
Chongqing Jinke Junyao Real
Estate Development Co., Ltd. 1,184,908,816.47 1,184,908,816.47
Chongqing Bishan Jinke
Zhongxi Real Estate Co., Ltd. 400,000,000.00 400,000,000.00
Jinan Jinke Xicheng Real Estate
Development Co., Ltd. 510,000,000.00 510,000,000.00
Chongqing Qingheng Trading
Co., Ltd. 49,810,000.00 49,810,000.00
Chongqing Jiangjin Jinke
Guojun Real Estate Co., Ltd. 987,424,013.72 987,424,013.72
Chongqing Jinke Culture and
Tourism Investment Co., Ltd. 86,400,000.00 86,400,000.00
Chengdu Jianglong Investment
Co., Ltd. 394,000,000.00 394,000,000.00

— 503 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Provision
withdrawn for Provision for
Amount at the impairment in impairment at
beginning of the Increase in the Decrease in the Amount at the the current the end of the
Invested entity period current period current period end of the period period period
Jinke Group Suzhou Real Estate
Development Co., Ltd. 20,000,000.00 20,000,000.00
Chongqing Jinke Jinyu Real
Estate Development Co., Ltd. 400,000,000.00 400,000,000.00
Chongqing Jinke Junkai Real
Estate Development Co., Ltd. 1,500,000,000.00 1,500,000,000.00
Chengdu Jinke Junfeng Real
Estate Development Co., Ltd. 27,500,000.00 27,500,000.00
Zunyi Jinke Real Estate
Development Co., Ltd. 1,100,000,000.00 1,100,000,000.00
Shenzhen Jinke Industry
Investment Fund Management
Co., Ltd. 50,000,000.00 50,000,000.00
Xinjiang Huaran Oriental New
Energy Co., Ltd. 542,087,958.01 542,087,958.01
Subtotal 12,696,059,070.41 3,619,587,958.01 2,239,418,063.00 14,076,228,965.42
  • (3) Investment in associated enterprises and joint ventures
Increase/decrease in the current period Increase/decrease in the current period Increase/decrease in the current period Increase/decrease in the current period
Investment
gains/losses Adjustments
Amount at the confirmed to other
beginning of the Investment Investment based on consolidated
Invested entity period added reduced equity method income
Associated enterprises
Chongqing Yinhai Finance Leasing
Co., Ltd. 77,833,295.02 3,721,519.41
Nanning Sunac Shicheng Property
Co., Ltd. 490,000,000.00 -337,666.24
Subtotal 77,833,295.02 490,000,000.00 3,383,853.17
Joint venture
Jinwanzhong Real Estate 9,996,804.01 -73,547.00
Subtotal 9,996,804.01 -73,547.00
Total 87,830,099.03 490,000,000.00 3,310,306.17

— 504 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

**Increase/decrease in ** **Increase/decrease in ** the current period Balance of Balance of
Cash dividends provision for
or profits Provision Amount at the impairment at
Other equity announced to withdrawn for end of the the end of the
Invested entity changes be distributed impairment Others period period
Associated enterprises
Yinhai Leasing 5,514,732.87 76,040,081.56
Nanning Sunac 489,662,333.76
Subtotal 5,514,732.87 565,702,415.32
Joint venture
Jinwanzhong Real Estate 9,923,257.01
Subtotal 9,923,257.01
Total 5,514,732.87 575,625,672.33
  • (4) Other descriptions

The Company provided a pledge guarantee for its loans with its 100% equities in Chongqing Jinke Real Estate Development Co., Ltd., 100% equities in Chongqing Jinke Shangzun Real Estate Co., Ltd., and 40% equities in Beijing Jinke Hongju Real Estate Co., Ltd.; the Company provided a pledge guarantee for the loans of its subsidiary Xinjiang Huaran Oriental New Energy Co., Ltd. with its 50% equities in Jinke New Energy Co., Ltd.

  • (II) Notes to items in the income statement of the parent company

  • Operating revenue/cost

  • (1) Details

Amount in the same period of Amount in the same period of
**Amount in the ** current period preceding year
Item Revenue Cost Revenue Cost
Main businesses 15,027,952.56 19,546,068.05 68,117,006.00 47,552,512.20
Other businesses [note] 364,753,403.42 961,051.69 318,943,726.72 1,582,913.40
Total 379,781,355.98 20,507,119.74 387,060,732.72 49,135,425.60

Note: The revenue from other businesses is RMB364,753,403.42, which is the advisory management fee received by the Company from its subsidiaries.

— 505 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

  • (2) Revenue from/cost of main businesses (by sector)
Amount in the same period of
**Amount in the ** current period preceding year
Name of industry Revenue Cost Revenue
Cost
Real estate sales 15,027,952.56 19,546,068.05 68,117,006.00
47,552,512.20
Subtotal 15,027,952.56 19,546,068.05 68,117,006.00
47,552,512.20
  • (3) Revenue from/cost of main businesses (by sector)
Amount in the same period of
**Amount in the ** current period preceding year
Name of region Revenue Cost Revenue
Cost
Chongqing 15,027,952.56 19,546,068.05 68,117,006.00
47,552,512.20
Subtotal 15,027,952.56 19,546,068.05 68,117,006.00
47,552,512.20
  1. Return on investment
Amount in the
Amount in the same period of
Item current period preceding year
Long-term equity investment return accounted for by
cost method 904,468,208.68 1,334,750,000.00
Long-term equity investment return accounted for by
equity method 3,310,306.17 5,420,474.42
Investment return generated by disposal of long-term
equity investment -29,418,063.00
Total 878,360,451.85 1,340,170,474.42

— 506 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

XVI. Other supplementary information

(I)
Non-recurring gains and losses
1.
Schedule of non-recurring gains and losses
Item Amount Note
Gains/losses from disposal of non-current assets, including the
offset part of the retained asset impairment provisions 2,823,667.92
Unauthorized examination and approval, or lack of official
approval documents, or occasional tax revenue return and
abatement
Governmental subsidies recorded into the current profit and loss
(except for the one closely related with the normal operation of
the company and gained constantly at a fixed amount or
quantity according to certain standard based on state policies) 35,637,659.71
Capital occupation fees on non-financial enterprises recorded into
current gains and losses 7,119,533.55
Gains because the investment costs for the Company to obtain
subsidiaries, associated enterprises and joint ventures are lower
than the enjoyable fair value of the identifiable net assets of the
investees when making the investments 683,701.54
Gain/loss on exchange of non-monetary assets
Gain/loss on entrusting others with investments or asset
management
Asset impairment provisions due to force majeure factors such as
natural disasters
Gain/loss on debt restructuring
Expenses for business reorganization, such as expenses for
staffing, reorganization etc.
Gain/loss on the part over the fair value due to transactions with
distinctly unfair prices
Current gains and losses of subsidiaries acquired from merger of
enterprises under the same control as from the beginning of the
period to the date of merger
Gain/loss on contingent events irrelevant to the Company’s
normal business
Gains and losses on change in fair value from tradable financial
assets and tradable financial liabilities (which are measured at
fair value with changes in fair value included in profit or loss),
as well as investment income from disposal of tradable
financial assets and tradable financial liabilities and financial
assets available for sales, except for effective hedging related
with normal businesses of the Company 21,424.66

— 507 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Item Amount Amount Note
Reversal of impairment provisions for receivables on which
impairment tests are carried out separately
Gain/loss on external entrustment loans
Gain/loss on change of the fair value of investment property of
which the subsequent measurement is carried out adopting the
fair value method 63,367,452.14
Effect on current gains/losses when a one-off adjustment is made
to current gains/losses according to requirements of taxation,
accounting and other relevant laws and regulations
Custody fee income when entrusted with operation
Non-operating incomes and expenses other than the above -64,126,644.07
Other gain/loss items that meet the definition of non-recurring
gains/losses
Subtotal 45,526,795.45
Less: Enterprise income tax effects (“-” for decrease of
income tax) 11,677,913.53
Effect of minority interests (after tax) 174,033.06
Net non-recurring gains and losses attributable to owners of the
parent company 33,674,848.86
(II)
Return on equity and earnings per share
1.
Details
Earnings per share (RMB/share)
Weighted average Basic earnings Diluted earnings
Profit in the reporting period
ROE (%)
per share per share
Net profit attributable to common
shareholders
9.42
0.28 0.28
Net profit attributable to common
shareholders after deducting
non-recurring gains and losses
9.17
0.27 0.27

— 508 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Computation process of weighted average ROE
Amount in the
Item SN current period
Net profit attributable to common shareholders A 1,232,258,666.23
Non-recurring gains and losses B 33,674,848.86
Net profit attributable to common shareholders after C=A-B 1,198,583,817.37
deducting non-recurring gains and losses
Opening net assets attributable to common shareholders D 11,454,001,979.03
Net assets attributable to common shareholders newly E 4,442,087,958.01
added due to new issuance or debt-to-equity swap
Cumulative number of months from the month following F 3.00
the month with net assets increased till the end of
reporting period
Net assets attributable to common shareholders decreased G 206,781,007.65
due to repurchase or cash dividends
Cumulative number of months from the month following H 8.00
the month with net assets decreased till the end of
reporting period
Others Adjustment in other consolidated revenue I1 -622,705.49
transferred into investment properties
in previous years due to changes in
income tax rate
Cumulative number of months from the J1 12.00
month following the month with net
assets increased/decreased till the end
of reporting period
Expenses and deferred tax assets I2 94,278,862.15
recognized for equity incentive in the
current period
Cumulative number of months from the J2 6.00
month following the month with net
assets increased/decreased till the end
of reporting period
Equity transaction of Jinke Junwei I3 -41,709,664.58
Cumulative number of months from the J3 4.00
month following the month with net
assets increased/decreased till the end
of reporting period
Equity transaction of Jinke Hongrui I4 -12,502,836.47

— 509 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

Amount in the
Item SN current period
Cumulative number of months from the J4 4.00
month following the month with net
assets increased/decreased till the end
of reporting period
Equity transaction of Jinke Hexu I5 12,425,974.18
Cumulative number of months from the J5 3.00
month following the month with net
assets increased/decreased till the end
of reporting period
Equity transaction of Huaran Oriental I6 -10,260,491.95
Cumulative number of months from the J6 0.00
month following the month with net
assets increased/decreased till the end
of reporting period
Equity transaction of Jinke Liju I7 3,830,386.68
Cumulative number of months from the J7 9.00
month following the month with net
assets increased/decreased till the end
of reporting period
Unlocking of restricted shares granted for I8 139,387,350.00
the first time
Cumulative number of months from the J8 0.00
month following the month with net
assets increased/decreased till the end
of reporting period
Months of reporting period K 12.00
Weighted average net assets L= D+A/2+ 13,077,224,472.00
E�F/K-G�H/
K�I�J/K
Weighted average ROE M=A/L 9.42%
Weighted ROE after deducting non-recurring gains and N=C/L 9.17%
losses

— 510 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

  1. Computation process of basic earnings per share and diluted earnings per share

  2. (1) Computation process of basic earnings per share

Amount in the
Item SN current period
Net profit attributable to common shareholders [Note 1] A 1,232,258,666.23
Non-recurring gains and losses B1 33,674,848.86
Dividends of restricted shares B2 6,639,000.00
Net profit attributable to common shareholders after C=A-B1-B2 1,191,944,817.37
deducting non-recurring gains and losses [Note 2]
Total shares at the beginning of the period D 4,135,620,153.00
Number of shares increased due to conversion of public E
reserve into share capital or dividend distribution
Number of shares increased due to new issuance or F1 1,020,408,163.00
debt-to-equity swap
Cumulative number of months from the month following G1 3.00
the month with net assets increased till the end of
reporting period
Number of shares increased due to unlocking of F2 43,832,500.00
restricted shares
Cumulative number of months from the month following G2 0.00
the month with net assets increased till the end of
reporting period
Number of shares decreased due to repurchase H
Cumulative number of months from the month following I
the month with net assets decreased till the end of
reporting period
Number of shares shrunk in the reporting period J
Months of reporting period K 12.00
Weighted average number of common shares issued L=D+E+F1�G1/K+ 4,390,722,193.75
externally F2 �G2/K
-H�I/K-J
Basic earnings per share [Note 2] M=A/L 0.28
Basic earnings per share after deducting non-recurring N=C/L 0.27
gains and losses

Note 1: Net profit attributable to common shareholders is the amount of net profit attributable to owners of the parent company in the income statement after considering the impact of other equity instruments.

Note 2: According to the Interpretation No. 7 on the Accounting Standards for Business Enterprises ([2015] No. 19) issued by the Ministry of Finance on 4 November 2015, the numerator should deduct the cash dividend distributed to holders of restricted stocks which are expected to be unlocked in the future in the current period; and the denominator should not include the number of shares of restricted stocks.

— 511 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

(2) Computation process of diluted earnings per share

Amount in the
Item SN current period
Net profit attributable to common shareholders A 1,232,258,666.23
Effect of dilutive potential common shares on net profit B
Net profit attributable to common shareholders after C=A-B 1,232,258,666.23
dilution
Non-recurring gains and losses D 33,674,848.86
Net profit attributable to common shareholders after E=C-D 1,198,583,817.37
deducting non-recurring gains and losses after dilution
Weighted average number of common shares issued F 4,390,722,193.75
externally
Weighted average of common shares increased from G 11,989,836.11
warrant, stock option, convertible bonds, etc.
Weighted average number of common shares issued H=F+G 4,402,712,029.86
externally after dilution
Diluted earnings per share M=C/H 0.28
Diluted earnings per share after deducting non-recurring N=E/H 0.27
gains and losses

— 512 —

FINANCIAL INFORMATION OF JINKE PROPERTY

APPENDIX II

2. ANALYSIS ON THE ACCOUNTING POLICIES ADOPTED BY THE COMPANY (HKFRS) AND JINKE PROPERTY (PRC GAAP)

As described in the section entitled “Letter from the Board — Waivers from Strict Compliance with the requirements under the Listing Rules” of this circular, the Company has applied to the Stock Exchange for, and has been granted, a waiver from the requirement to include in this circular an accountants’ report on Jinke Property in accordance with Rule 14.67(6)(a)(i) and Chapter 4 of the Listing Rules.

Instead, the circular contains a copy of the financial statements of Jinke Property for the three years ended 31 December 2014, 2015 and 2016, prepared in accordance with PRC GAAP and audited by Pan-China Certified Public Accountants (“ Pan-China CPA ”) (collectively referred to in this Appendix II as the “ Jinke Property Historical Accounts ”).

The Company has compared the accounting policies adopted by Jinke Property for the years ended 31 December 2014, 2015 and 2016 which are prepared in accordance with PRC GAAP, and the accounting policies presented adopted by the Company which are in compliance with HKFRS (the “ Review ”). Based on the Review, no differences, other than presentational differences, exist which would have a significant effect on the Jinke Property Historical Accounts had they been prepared in accordance with the accounting policies presently adopted by the Company which are in compliance with HKFRS.

Pan-China CPA was engaged by the Company to conduct work in accordance with the Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” (“ HKSAE 3000 ”) issued by the HKICPA on the results of the Review. The work consisted primarily of

  • (i) examining whether any material differences exist between the accounting policies adopted by Jinke Property for the years ended 31 December 2014, 2015 and 2016 which are prepared in accordance with PRC GAAP, and the accounting policies presented adopted by the Company which are in compliance with HKFRS; and

  • (ii) if material differences exist, considering whether any reconciliation adjustments shall be made to the Jinke Property Historical Accounts.

— 513 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

The engagement of Pan-China CPA did not involve independent examination of any of the underlying financial information. The work carried out in accordance with HKSAE 3000 is different in scope from an audit or review conducted in accordance with Hong Kong Standards on Auditing or Hong Kong Standards on Review Engagements issued by the HKICPA and consequently, Pan-China CPA did not express an audit opinion nor a review conclusion on the Review. The engagement of Pan-China CPA was intended solely for the use of the Directors in connection with this circular and may not be suitable for another purpose.

Based on the work performed, Pan-China CPA has concluded that no differences, other than presentational differences, exist between the accounting policies adopted by Jinke Property for the years ended 31 December 2014, 2015 and 2016 which are prepared in accordance with PRC GAAP, and the accounting policies presented adopted by the Company which are in compliance with HKFRS, which would have a significant effect on the Jinke Property Historical Accounts had they been prepared in accordance with the accounting policies presently adopted by the Company which are in compliance with HKFRS.

The following unaudited combined statement of operation results for each of the three years ended 31 December 2014, 2015 and 2016 set out the reconciliation for the Jinke Property Historical Accounts as if they had been prepared in accordance with the accounting policies presently adopted by the Company which are in compliance with HKFRS.

Unaudited Combined Statement of Operation Results (prepared under HKFRS)

Items

Revenue
Cost of sales
Gross profit
Selling and
marketing costs
Administrative
expenses
Fair value gains on
investment
properties
Other income and
gains
Other expenses and
losses
Operating profit
Unadjusted
combined
financial
statements
prepared
under China
Accounting
Standards for
Business
Enterprises
(audited)
32,235,442
(26,895,114)
5,340,328
(980,862)
(1,360,828)
63,367
21
(24,982)
3,037,045
2016
Adjustments
made for
inconsistency
with HKFRS
u








Combined
financial
information
prepared
nder HKFRS
(unaudited)

32,235,442
(26,895,114)
5,340,328
(980,862)
(1,360,828)
63,367
21
(24,982)
3,037,045
Unadjusted
combined
financial
statements
prepared
under China
Accounting
Standards for
Business
Enterprises
(audited)
19,398,573
(15,426,880)
3,971,693
(693,511)
(996,464)
39,864
83,231

2,404,813
2015
Adjustments
made for
inconsistency
with HKFRS
u








Combined
financial
information
prepared
nder HKFRS
(unaudited)

19,398,573
(15,426,880)
3,971,693
(693,511)
(996,464)
39,864
83,231

2,404,813
Unadjusted
combined
financial
statements
prepared
under China
Accounting
Standards for
Business
Enterprises
(audited)
17,323,507
(15,072,721)
2,250,786
(638,071)
(756,943)
54,313
212,899

1,122,984
RMB’000
2014
Adjustments
made for
inconsistency
with HKFRS
Combined
financial
information
prepared
under HKFRS
(unaudited)

17,323,507

(15,072,721)

2,250,786

(638,071)

(756,943)

54,313

212,899



1,122,984
RMB’000
2014
Adjustments
made for
inconsistency
with HKFRS
Combined
financial
information
prepared
under HKFRS
(unaudited)

17,323,507

(15,072,721)

2,250,786

(638,071)

(756,943)

54,313

212,899



1,122,984
2,250,786
(638,071)
(756,943)
54,313
212,899
1,122,984

— 514 —

APPENDIX II

FINANCIAL INFORMATION OF JINKE PROPERTY

Items
Unadjusted
combined
financial
statements
prepared
under China
Accounting
Standards for
Business
Enterprises
(audited)
Finance income
71,359
Finance costs
(376,793)
Net finance costs
(305,434)
Share of post-taxes
profits of
investments
accounted for
using equity
method, net
(98,742)
Profit before
income tax
2,632,869
Income tax expense
(842,520)
Profit for the year
1,790,349
Other
comprehensive
income for the
year
(1,221)
Total
comprehensive
income for the
year
1,789,128
Profit and total
comprehensive
income
attributable to:
—Owners of the
Company
1,231,636
—Holders of
perpetual
capital
instruments
163,002
—Non-controlling
interests
394,490
Earnings per share
attributable to
owners of the
Company

—Basic
earnings per
share

—Diluted
earnings per
share
2016
Adjustments
made for
inconsistency
with HKFRS
u














Combined
financial
information
prepared
nder HKFRS
(unaudited)

71,359
(376,793)
(305,434)
(98,742)
2,632,869
(842,520)
1,790,349
(1,221)
1,789,128
1,231,636
163,002
394,490


Unadjusted
combined
financial
statements
prepared
under China
Accounting
Standards for
Business
Enterprises
(audited)
133,614
(401,866)
(268,252)
(5,153)
2,131,408
(897,762)
1,233,646
26,368
1,260,014
1,154,241
139,086
(33,314)


2015
Adjustments
made for
inconsistency
with HKFRS
u














Combined
financial
information
prepared
nder HKFRS
(unaudited)

133,614
(401,866)
(268,252)
(5,153)
2,131,408
(897,762)
1,233,646
26,368
1,260,014
1,154,241
139,086
(33,314)


Unadjusted
combined
financial
statements
prepared
under China
Accounting
Standards for
Business
Enterprises
(audited)
97,023
(260,003)
(162,980)
29,781
989,785
(126,746)
863,039
39,850
902,889
942,649

(39,760)


2014
Adjustments
made for
inconsistency
with HKFRS
u














Combined
financial
information
prepared
nder HKFRS
(unaudited)
97,023
(260,003)
(162,980)
29,781
989,785
(126,746)
863,039
39,850
902,889
942,649

(39,760)


— 515 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

The following management discussion and analysis of the results of Jinke Property is extracted from the annual reports of Jinke Property for the years ended 31 December 2014, 2015 and 2016, which are available on the websites of Jinke Property (http://www.jinke.com/investors/dqbg/) and the Shenzhen Stock Exchange (http://disclosure.szse.cn/m/drgg_search.htm?secode=000656). The headings or sub-headings of the extracted texts have been modified for the purpose of inclusion in this circular. These information are originally published in Chinese and the English translated version is provided for information purposes only. In case of discrepancies between the two versions, the Chinese version shall prevail. The term “the Company” appearing in the extracted texts below refers to Jinke Property.

MANAGEMENT DISCUSSION AND ANALYSIS OF THE RESULTS OF JINKE PROPERTY FOR THE YEAR ENDED 31 DECEMBER 2014

Section 4 Report of the Board of Directors

I. Overview

1. 2014 market review

In 2014, global economic recovery was full of twists and turns as major economies performed unevenly, coupled with the US’s exit from the quantitative easing, which dealt a blow to emerging economies including China. Despite increasing downward pressure, domestic economy still maintained a steady development momentum as a whole. GDP came in at RMB63.6 trillion, representing a year-on-year growth of 7.4% and securing a leading position among major economies in the world. The economic fundamentals did not undergo significant change but China had to deal simultaneously with the slowdown in economic growth, making difficult structural adjustments, and absorbing the effects of previous economic stimulus policies, marking China’s economy entered a “new normal”.

In 2014, the Central Government rolled out a sequence of measures including “mini-stimulus” and “steady growth” to increase infrastructure investment and encouraged financial institutions to support residents’ housing purchase needs by “cutting targeted required reserve ratio” and “promulgating National Five Rules”. Following the launch of the “September 30” housing policy, various local governments successively began to loosen “loan restrictions”, and the asymmetric interest rate cut resulted in an overall easing capital pattern. On that basis, the real estate industry bottomed out. The real estate industry declined before rising in 2014. Growth rate of the housing price decreased and inventory pressure increased. Land price continuously climbed up despite negative growth in land sales. Some cities were troubled with excess capacity. The real estate industry entered the “silver age”.

As shown in the data from the National Bureau of Statistics, in 2014, the real estate development investment nationwide came up to RMB9.5 trillion, up 10.5% on a year-on-year basis, and the growth rate was 9.3 ppts less than that in the preceding year; specifically, residential investment grew 9.2%; sold GFA of commodity housing nationwide decreased 7.6% from last year to 1,206 million m[2] , in particular, sold GFA of residential housing slid 9.1%; sales amount of commodity housing retreated

— 516 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

6.3% from last year to RMB7.63 trillion, of which, sales amount of residential housing declined 7.8%. The calculation reveals that in 2014 the average sale price of commodity housing nationwide rose 1.4% on a year-on-year basis. Proceeds from land sales nationwide reached RMB4.29 trillion in 2014, representing a year-on-year growth of 3.1%.

2. Operation review

During the reporting period, the Company made significant headway in upgrading and transformation closely following the principle of “reform and innovation, industrial upgrading” formulated at the beginning of the year and performed well amid stability. Major achievements are as follows:

  • I Various business segments of the Company posted a combined sales amount of about RMB23 billion in 2014, representing a year-on-year rise of about 2%. Especially in the overall downward market, the real estate sector still recorded contracted sales amount of about RMB21 billion, up approximately 1% year on year, and contracted sold GFA of about 3.22 million m[2] , up approximately 22% year on year.

  • II The Company continuously intensified reform, overcame development barriers and made major breakthroughs in industrial upgrading and transformation. With a focus on eight major aspects and 58 tasks, the Company set up an intensive reform leading group, and worked out and implemented the Decisions on Several Issues of Continuously Intensifying Reform as well as several important reform measures. The Company also positively implemented the strategy of upgrading its real estate business by “grafting industry to real estate” and developing the traditional property management toward integrated community service under the Internet thinking. The industrial real estate investment company set up by the Company focused on investments in scientific and technological industrial park, culture & tourism industrial real estate and health industrial real estate and signed strategic cooperation agreements with Huayi Brothers and Yida Group. The first scientific and technological industrial park found its home in Changsha. In respect of industrial transformation, the Company established a new energy company, which acquired the first new energy project - wind power generation project based in Hami, Xinjiang through M&A. The annual generating hours of the project could exceed 2,900, far beyond the industry average, and the M&A quality and efficiency were highly recognized in the industry.

  • III Real estate projects proceeded steadily. In 2014, the Company obtained 17 land projects involving 19 plots of land through bidding, auction or quotation, equity acquisition, etc., and the land premium amounted to RMB10.2 billion, up 8% year on year; the capacity buildable area of new projects was 5.7 million m[2] , areas around new projects were more mature and the projects in main urban zone and the area linking the main urban zone with suburban zone accounted for an increasing proportion. The Company entered the provincial market in Yunnan for the first time and expanded into five cities including Kunming, Wanzhou in Chongqing, etc. Besides, the Company continued to enhance joint investment and cooperation and introduced relevant contracted capital of RMB1.63 billion. As at the end of the reporting period, the capacity buildable area of the Company’s land reserve reached 17.5 million m[2] .

— 517 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • IV The Company completed the first capital market financing and achieved notable results in multi-ways financing, further improving the capital chain security. Over more than a year’s efforts, the Company completed the private equity placement during the reporting period and raised a fund of RMB2.2 billion, the first successful capital market financing after its “back-door” listing, which effectively reinforced its capital strength, improved its capital structure and reduced its capital cost. The Company continued to maintain a good partnership with major banks and non-banking financial institutions. While consolidating and enhancing the loan financing for project development, the Company innovated financing modes, expanded financing scale, reduced financial cost and strengthened recovering sales proceeds from real estate business, with the recovery rate up to 92%. The sound and effective capital management adequately guaranteed the Company’s capital needs relating to operation and production and project investment. At the end of the period, advance receipts came to RMB22,431 million, up 20.15% year on year. The asset-liability ratio on a downward lane was 0.13 ppt less as compared with the end of last year.

During the reporting period, the Company planned to issue corporate bonds of not more than RMB3.8 billion and medium-term notes of not more than RMB3.9 billion, and relevant work was advanced in an orderly manner.

  • V Brand influence was continuously built up. The Company’s balanced emphasis on corporate brand, product brand, community brand and leading brand solidly enhanced the Company’s brand value. Five brand events with a nationwide influence were carried out this year, and the “Neighbourhood Carnival” series activities attracted more participants and became more influential. The Company kept fulfilling its social responsibilities by holding charitable activities including Jinke Red Sun series and made a total donation of RMB18.55 million throughout the year. Management quality of community services was improved amid stability, and owner satisfaction was also enhanced. During the reporting period, the Company won many titles granted by third-party institutions, including “China’s Top 100 Real Estate Enterprises in 2014”, “Top 10 Real Estate Enterprises in Financing Ability in 2014”, “Top 10 in Operation Efficiency in 2014”, No. 15 ranking among China’s real estate enterprises with comprehensive strength, “China’s Top 10 Real Estate A-share Enterprises”, “China’s Consumption High-integrity Enterprise in 2014”, “China’s Top 100 Property Service Providers in 2014”, “China’s Top 10 Real Estate Brand Value”, “Outstanding Charity Contributor in China”, etc.; Mr. Huang Hongyun, chairman of the Board of Directors, won the honor of “Excellent Builder of the Cause of Socialism with Chinese Characteristics” at national level as well as many other social honors. Multiple projects developed by the Company also got many relevant awards.

Moreover, the Company further enhanced product R&D positioning, strategic bidding for projects, purchase of materials, cost control, engineering quality and security management, effectively improving the operation efficiency and quality of the projects. In 2014, the Company’s newly started GFA came in at about 5.01 million m[2] , completed GFA was approximate to 2.6 million m[2] and booked GFA was about 2.3 million m[2] ; 68 projects were under construction at the end of 2014, with in-construction GFA of about 10.81 million m[2] . Other business sectors of the Company also achieved satisfactory operating results.

— 518 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

In the reporting period, the Company saw constantly improved corporate governance and standardized operation. The Board of Directors, the Supervisory Committee and the general meeting operated healthily; the Company convened 19 meetings of the Board of Directors, 8 meetings of the Supervisory Committee and 11 general meetings; the Company was completely independent from the controlling shareholders in business, personnel, assets, organization and finance and had independent and integral business and management capabilities; the Company strictly observed various rules on the listed companies, and disclosed information in a prompt, accurate and complete manner. Moreover, the Company’s investor relations management was highly recognized by investors, especially institutional investors. This year, at the 10th Gold Prize of Round Table of the Board of Directors of China’s Listed Companies election ceremony, the Board of Directors of the Company won the honour of “Excellent Board of Directors”, and the Board secretary was awarded as “Most Innovative Board Secretary”. In addition, the Company received a prize for investor relations at the Golden Shield Award for Risk Management of China’s Listed Companies and the Board secretary won the 4th-straight title of “Golden Board Secretary” granted by New Fortune .

II. Analysis of main businesses

I. Overview

The Company reviewed and summarized the progress of the development strategies and operation plans disclosed in the last period

In the reporting period, the Company recorded an operating revenue of RMB17,324 million, up by 7.8% year on year, a net profit of RMB863 million, down by 8.8% year on year, net profit of RMB908 million attributable to owners of the parent company, down by 7.74% year on year, which was primarily because the main items and products carried over to this year were low-margin items and products for sale in previous market downturn and the significant decline of housing price in 2014 led to withdrawal of large provision for inventory depreciation of some items. As at the end of the reporting period, the Company logged a total assets of RMB82,066 million, up by 31.53% year on year, an equity of RMB10,530 million attributable to the shareholders of the listed company, up by 34.1% year on year.

Reasons for 20% difference between the Company’s actual operating result and the profit forecast of this year as disclosed previously

==> picture [175 x 10] intentionally omitted <==

Changes in the main business modes

==> picture [175 x 11] intentionally omitted <==

— 519 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

2. Revenue

Note

Sector 2014 2013
Percentage Percentage
in the in the
operating operating Year-on-
Amount revenue Amount revenue year change
(%) (%) (%)
Real estate sales 15,826,213,813.90 92.70 15,383,837,201.12 96.55 2.88
Property
management 434,578,287.97 2.55 308,294,159.82 1.93 40.96
Hotel operation 145,435,930.10 0.85 154,039,128.00 0.97 -5.59
Landscaping and
others 665,847,882.67 3.90 86,894,202.60 0.55 666.27

The year-on-year increase of 40.96% in the operating revenue from property management was primarily due to increase in the property management items.

Revenue from landscaping and others is the net amount after internal offset in landscaping, decorations, doors and windows, material sales and various businesses, and the year-on-year increase of 666.27% was primarily due to increase in external business of material sales undertaken.

Development of major projects in 2014

Unit: 0,000 m[2]

GFA under
construction
Newly started Completed at the end
Region Project name Location GFA in 2014 GFA in 2014 of 2014 Progress
Chongqing Chongqing Hechuan • Hechuan District 0.1 10.9 18.1 Under construction
Jinke World City
Chongqing Hechuan • Hechuan District 14.8 0.0 14.8 Under construction
Jinke City Nature City
Chongqing • Wansheng Wansheng District 1.5 0.0 18.8 Under construction
Jinke China Health City
Chongqing • Jinke Yubei District 0.0 19.4 0.2 Under construction
Oriental Palace
Chongqing • Jinke Jiangjin District 10.6 0.0 36.0 Under construction
Jiangjin World City

— 520 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

GFA under
construction
Newly started Completed at the end
Region Project name Location GFA in 2014 GFA in 2014 of 2014 Progress
Chongqing • Jinke Jiangjin District 24.7 0.0 24.7 Under construction
Jiangjin Central Park
Chongqing • Jinke Beibu New 0.3 0.0 18.3 Under construction
Times Center District
Chongqing Beibei • Beibu New 23.5 0.0 34.6 Under construction
Jinke World City District
Chongqing • Jinke Nan’an District 15.4 7.3 28.6 Under construction
Central Imperial Garden
Chongqing Bishan • Bishan District 13.9 20.5 29.6 Under construction
Jinke Central Park
Chongqing • Jinke Shapingba District 21.3 28.8 75.8 Under construction
Bridge Village
Chongqing • Jinke Shapingba District 24.9 0.0 24.9 Under construction
Xiyong Tianchen
Chongqing • Jinke Sun Jiangbei District 0.0 8.8 0.0 Completed
Coast
Chongqing • Jinke Nan’an District 0.0 15.4 0.0 Completed
World City
Chongqing • Jinke Nan’an District 4.2 0.0 4.2 Under construction
Central Washington
Chongqing Nanchuan • Nanchuan District 12.5 0.0 12.5 Under construction
Jinke World City
Chongqing Fuling • Fuling District 14.9 0.0 14.9 Under construction
Jinke Nature City
Chongqing Changshou • Fuling District 0.4 12.8 28.0 Under construction
Sunshine Town
Chongqing Changshou • Fuling District 13.5 0.0 13.5 Under construction
World City
Chongqing Fuling • Fuling District 4.1 0.0 16.0 Under construction
Jinke Central Park
Chongqing Fengdu • Fengdu 13.1 0.0 13.1 Under construction
Jinke Golden Coast
Chongqing Yongchuan • Yongchuan 3.5 7.1 15.5 Under construction
Jinke Sunshine Town District
Chongqing Yongchuan • Yongchuan 6.8 0.0 6.8 Under construction
Jinke Park Palace District
Chongqing Rongchang • Rongchang 6.6 19.8 16.4 Under construction
Jinke World City

— 521 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

GFA under
construction
Newly started Completed at the end
Region Project name Location GFA in 2014 GFA in 2014 of 2014 Progress
Chongqing Dazu • Dazu 8.8 0.0 33.3 Under construction
Jinke Central Park
Chongqing Kaixian • Kaixian 18.8 25.9 34.4 Under construction
Jinke Kaizhou City
Chongqing Kaixian • Kaixian 29.8 0.0 50.8 Under construction
Jinke Wealth Center
Chongqing Yunyang • Yunyang 38.1 0.0 38.1 Under construction
Jinke World City
Zunyi • Jinke Central Zunyi 16.2 0.0 16.2 Under construction
Park
Jiangsu Wuxi • Milan Garden Wuxi New District 3.9 3.4 13.0 Under construction
Wuxi • Chengnan Nanchang District 1.8 9.3 29.1 Under construction
Aristocratic Family
Wuxi • Wealth Wuxi New District 3.6 0.0 16.9 Under construction
Commercial Plaza
Jiangyin • Oriental Jiangyin 0.0 6.6 7.4 Under construction
Palace
Zhangjiagang • Bridge Jiangyin 0.0 9.0 20.6 Under construction
Impression
Zhangjiagang • Bridge Jiangyin 6.6 0.0 9.1 Under construction
Mansion
Jiangsu Rugao • Jinke Rugao 1.8 0.0 13.3 Under construction
World City
Suzhou • Scene Suzhou 0.0 1.6 24.0 Under construction
Mansion
Suzhou • Nature Suzhou 9.0 0.0 21.0 Under construction
Garden
Suzhou • Jinke World Suzhou 6.0 0.0 6.0 Under construction
View
Nantong • Bridge Nantong 0.0 10.1 8.7 Under construction
Waterfront
Sichuan Chengdu • Jinke Bridge Xinjin County 4.7 13.4 7.3 Under construction
Village
Chengdu • Jinke Center Chenghua District 1.6 0.0 25.5 Under construction
Chengdu • Jinke Nature Chenghua District 0.0 15.0 0.0 Completed
City
Chengdu • Jinke Longquanyi 4.4 0.0 4.4 Under construction
Oriental Elegance District
County

— 522 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

GFA under
construction
Newly started Completed at the end
Region Project name Location GFA in 2014 GFA in 2014 of 2014 Progress
Neijiang • Jinke Times Neijiang City 13.0 0.0 13.0 Under construction
Center
Neijiang • Jinke Park Neijiang City 13.9 0.0 15.9 Under construction
Palace
Neijiang • Jinke Central Neijiang City 1.9 10.2 27.7 Under construction
Park
Beijing Beijing • Jinke Napa Changing District 5.3 4.3 12.3 Under construction
House
Beijing • Jinke Bridge Changing District 0.0 0.7 6.6 Under construction
Garden
Beijing • Jinke Nature Daxing District 10.0 0.0 10.0 Under construction
City
Hunan Changsha • Flourishing Yuelu District 0.3 1.0 8.9 Under construction
Oriental Courtyard
Liuyang • Tianhu New Liuyang City 0.0 0.0 9.7 Under construction
City
Changsha • Jinke World Yuelu District 4.1 0.0 9.2 Under construction
City
Changsha • Jinke Changsha County 4.5 0.0 25.8 Under construction
Center
Chenzhou • Jinke City Chenzhou City 15.9 0.0 15.9 Under construction
Chenzhou • Nanling Chenzhou City 0.0 1.6 3.2 Under construction
Eco-city “By the Water
Side”
Shandong Jinan • Jinke World Jinan City 5.8 0.0 24.8 Under construction
City
Qingdao • Jinke Qingdao City 5.0 0.0 5.0 Under construction
Sunshine Town
Xinjiang Bridge Village Wujiaqu City 16.8 0.0 26.8 Under construction
Mechanical & Electrical Wujiaqu City 6.8 0.0 6.8 Under construction
Products Exhibition
Hall Project
Central Asia Mechanical Wujiaqu City 4.9 0.0 4.9 Under construction
& Electrical Products
Expo Center
Shaanxi Xi’an • Jinke Nature Xi’an City 6.8 0.0 6.8 Under construction
City

— 523 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Whether the Company’s revenue from sales of material objects is higher than labour service revenue

�Yes □No
Year-on-year
Sector Item 2014 2013 increase/decrease
Real estate development Sales area (0,000 m2) 322 263 22.43%
Sales amount (RMB’00 210 208 1.44%
million)

Description of reasons for a year-on-year change of over 30% in relevant data

□ Applicable � Not Applicable

Major orders in hand of the Company

□ Applicable � Not Applicable

Material changes or adjustments in the Company’s products or services in the reporting period

□ Applicable � Not Applicable

Information about the Company’s main customers

Total amount of sales to the top 5 customers (RMB) 682,648,283.30
Percentage of the total amount of sales to the top 5 customers in the
annual total sales amount 3.94%

Information about the Company’s top 5 customers

� Applicable □ Not Applicable

SN
Name of customer
1
Customer 1
2
Customer 2
3
Customer 3
4
Customer 4
5
Customer 5
Total
Sales volume
Percentage in
the annual total
sales volume
(RMB)
344,547,301.00
1.99%
230,575,287.35
1.33%
51,378,871.95
0.30%
33,537,999.00
0.19%
22,608,824.00
0.13%
682,648,283.30
3.94%
Sales volume
Percentage in
the annual total
sales volume
(RMB)
344,547,301.00
1.99%
230,575,287.35
1.33%
51,378,871.95
0.30%
33,537,999.00
0.19%
22,608,824.00
0.13%
682,648,283.30
3.94%
3.94%

— 524 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Other information about the main customers

□ Applicable � Not Applicable

  1. Cost

Sector

Unit: RMB

Sector 2014 2014 2013 2013
Percentage Percentage Year-on-
in the in the year
operating operating increase/
Amount cost Amount cost decrease
Real estate sales 12,193,291,958.81 91.51% 11,512,023,339.60 96.92% 5.92%
Property management 348,305,539.15 2.63% 252,975,000.32 2.13% 37.68%
Hotel operation 35,794,789.06 0.27% 42,039,980.58 0.35% -14.86%
Landscaping and others 674,442,569.07 5.59% 71,326,733.40 0.60% 845.57%

Product

Unit: RMB

Product 2014 2014 2013 2013
Percentage Percentage Year-on-
in the in the year
operating operating increase/
Amount cost Amount cost decrease
Real estate sales 12,193,291,958.81 91.51% 11,512,023,339.60 96.92% 5.92%
Property management 348,305,539.15 2.63% 252,975,000.32 2.13% 37.68%
Hotel operation 35,794,789.06 0.27% 42,039,980.58 0.35% -14.86%
Landscaping and others 674,442,569.07 5.59% 71,326,733.40 0.60% 845.57%

Notes

The year-on-year increase of 37.68% in property management cost was primarily due to increase in property management items;

The year-on-year increase of 845.57% in landscaping and other costs was primarily due to increase in external business of material sales undertaken.

— 525 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Information about the Company’s main suppliers

Total amount of purchase from the top 5 suppliers (RMB) 3,706,235,560.16 Percentage of the total amount of purchase from the top 5 suppliers in the annual total purchase amount 25.15%

Information about the Company’s top 5 suppliers

  • Applicable □ Not Applicable

Percentage in annual total Purchase amount purchase amount (RMB)

SN
Name of supplier
Purchase amount
purchase
(RMB)
1
Supplier 1
1,305,043,579.64
2
Supplier 2
869,411,499.47
3
Supplier 3
678,738,203.13
4
Supplier 4
429,159,482.01
5
Supplier 5
423,882,795.91
Total

3,706,235,560.16
amount
8.86%
5.90%
4.60%
2.91%
2.88%
25.15%

Other information about the main suppliers

  • Applicable � Not Applicable

4. Expenses

In 2014, the Company recorded a financial expense of RMB163 million, up by 92.57% year on year, which was primarily because of increase in interest-converted expense after completion of construction of the Company’s projects in the current period. In 2014, the Company recorded an assets impairment loss of RMB769 million, up by 3003.02% year on year, which was primarily because the significant decline of housing price in 2014 led to withdrawal of provision for inventory depreciation of some items.

In 2014, the Company recorded an income tax expense of -RMB110 million, representing a year-on-year decrease of 134.14%, which was primarily because the difference between the income tax expense recognized at a rate of 25% and the enterprise income tax calculated as per a rate of 15% during 2011-2013 was converted back as some of the Company’s subsidiaries were confirmed to enjoy the tax preference policy for western development in the current period.

— 526 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  1. R&D expenditure

□ Applicable � Not Applicable

6. Cash flow

Unit: RMB

Year-on-year
increase/
Item 2014 2013 decrease
Subtotal of cash inflows from 24,494,383,530.50 20,386,007,444.66 20.15%
operating activities
Subtotal of cash outflows for 32,879,146,530.58 24,904,013,498.81 32.02%
operating activities
Net cash flows from operating -8,384,763,000.08 -4,518,006,054.15 -85.59%
activities
Subtotal of cash inflows from 565,873,679.63 111,179,103.14 408.97%
investing activities
Subtotal of cash outflows for 1,246,748,737.74 864,329,477.31 44.24%
investing activities
Net cash flows from investing -680,875,058.11 -753,150,374.17 -9.60%
activities
Subtotal of cash inflows from 31,692,592,094.80 26,984,496,940.11 17.45%
financing activities
Subtotal of cash outflows for 21,534,485,363.70 23,490,838,574.30 -8.33%
financing activities
Net cash flows from financing 10,158,106,731.10 3,493,658,365.81 190.76%
activities
Net increase in cash and cash 1,092,468,672.91 -1,777,498,062.51 161.46%
equivalents

Description of reasons for a year-on-year change of over 30% in relevant data

  • Applicable □ Not Applicable

  • The year-on-year increase in cash outflows for operating activities was primarily due to increase in operating expenses such as land expense and project payment.

  • The year-on-year decrease in net cash flows from operating activities was primarily due to increase in land expense in the current period.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

  1. The year-on-year increase in cash inflows from investing activities was primarily due to disposal of equity of USUM Investment Group in the current period.

  2. The year-on-year increase in cash outflows for investing activities was primarily due to acquisition of minority equity of Zhongxi Real Estate and Junyao Real Estate.

  3. The year-on-year increase in net cash flows from financing activities was primarily due to increase in net amount of borrowings, increase in investment from minority shareholders and non-public issuance of shares for fund raising in the current period.

  4. The year-on-year increase in net amount of cash and cash equivalents was primarily due to non-public issuance of shares for fund raising in the current period.

Description of reasons for significant difference between the Company’s net cash flows from operating activities in the reporting period and net profit in the current year

□ Applicable � Not Applicable

— 528 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

III. Composition of main businesses

Unit: RMB

Increase/
decrease in Increase/ Increase/
operating decrease in decrease in
revenue as operating cost gross margin
compared with as compared as compared
the same with the same with the same
period of period of period of
Gross the preceding the preceding the preceding
Operating revenue Operating cost margin year year year
By sector
Real estate sales 15,826,213,813.90 12,193,291,958.81 22.96% 2.88% 5.92% Decrease of
2.21%
Property management 434,578,287.97 348,305,539.15 19.85% 40.96% 37.68% Increase of
1.91%
Hotel operation 145,435,930.10 35,794,789.06 75.39% -5.59% -14.86% Increase of
2.68%
Landscaping and others 665,847,882.67 674,442,569.07 -1.29% 666.27% 845.57% Decrease of
19.21%
By product
Real estate sales 15,826,213,813.90 12,193,291,958.81 22.96% 2.88% 5.92% Decrease of
2.21%
Property management 434,578,287.97 348,305,539.15 19.85% 40.96% 37.68% Increase of
1.91%
Hotel operation 145,435,930.10 35,794,789.06 75.39% -5.59% -14.86% Increase of
2.68%
Landscaping and others 665,847,882.67 674,442,569.07 -1.29% 666.27% 845.57% Decrease of
19.21%
By region
Chongqing 12,737,670,545.39 9,665,447,800.76 24.12% 32.31% 40.07% Decrease of
4.21%
Sichuan 2,118,001,376.90 1,820,187,081.22 14.06% 343.08% 323.95% Increase of
3.88%
Jiangsu 2,514,342,102.42 2,028,884,543.14 19.31% -45.55% -45.23% Decrease of
0.48%

As the statistical calibre of main business data of the Company was adjusted in the reporting period, the main business data are those adjusted as per the calibre at the end of the reporting period in the past one year.

□ Applicable � Not Applicable

— 529 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

IV. Analysis of assets and liabilities

  1. Material changes in asset items

Unit: RMB

**End of ** 2014 **End of ** 2013
Percentage Percentage Increase/
in total in total decrease in Description of
Amount assets Amount assets percentage material changes
Monetary fund 7,527,131,604.31 9.17% 6,364,503,639.90 10.20% -1.03%
Accounts receivable 709,008,179.14 0.86% 210,514,538.67 0.34% 0.52% It is primarily because
of increase in house
sales proceeds
receivable
Inventories 62,262,559,625.16 75.87% 45,996,490,254.23 73.72% 2.15% It is primarily because
of increase in the
number of development
projects in the current
period
Investment properties 2,905,436,061.00 3.54% 2,778,096,875.94 4.45% -0.91%
Long-term equity 336,774,746.08 0.41% 804,998,882.41 1.29% -0.88% It is primarily because
investments of disposal of equity of
USUM Investment
Group in the current
period
Fixed assets 1,132,931,471.61 1.38% 542,938,144.86 0.87% 0.51% It is primarily because
of merger of Xinjiang
Huaran Oriental not
under the same control
and completion of
construction of Kaixian
Hotel in the current
period
Construction in 653,283,292.96 0.80% 3,861,892.25 0.01% 0.79% It is primarily because
progress of merger of Xinjiang
Huaran Oriental not
under the same control
in the current period
Advance payments 796,701,986.10 0.97% 1,191,785,760.11 1.91% -0.94% It is primarily because
the land expense paid
in advance was
converted into
inventory
Other receivables 1,737,074,275.37 2.12% 1,823,074,182.38 2.92% -0.80%

— 530 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

**End of ** 2014 **End of ** 2013
Percentage Percentage Increase/
in total in total decrease in Description of
Amount assets Amount assets percentage material changes
Other current assets 2,136,948,630.59 2.60% 1,579,795,621.08 2.53% 0.07%
Goodwill 591,144,730.77 0.72% 7,368,391.71 0.01% 0.71% It is because the price
for acquiring Xinjiang
Huaran Oriental in the
current period was
larger than the
identifiable net assets
on the date of
acquisition
  1. Material changes in liability items

Unit: RMB

2014 2014 2013 2013
Percentage Percentage Increase/
in total in total decrease in Description of
Amount assets Amount assets percentage material changes
Short-term borrowings 2,206,670,000.00 2.69% 1,980,000,000.00 3.17% -0.48%
Long-term borrowings 21,311,210,000.00 25.97% 12,660,654,672.00 20.29% 5.68% It is primarily because
of increase in long-term
borrowings obtained in
the current period
Accounts payable 7,174,548,574.62 8.74% 4,676,239,383.01 7.49% 1.25% It is primarily because
increase in the projects
under construction led
to increased project
accounts payable in the
current period
Advance receipts 22,430,623,471.25 27.33% 18,668,331,885.17 29.92% -2.59% It is primarily because
the sales proceeds were
larger than the advance
receipts resulting from
carry-over revenue
Non-current liabilities 8,831,319,600.00 10.76% 5,673,860,000.00 9.09% 1.67% It is primarily because
maturing within one of increase in the
year long-term debts
maturing within one
year at the end of the
current period

— 531 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

3. Assets and liabilities measured at fair value

  • Applicable □ Not Applicable

Unit: RMB

Gains/losses Provision for
from change in Cumulative depreciation
Amount at fair value in changes in fair withdrawn in Purchase Sales Amount at
the beginning of the current value stated the current amount in the amount in the the end of
Item the period period as equity period current period current period the period
Financial assets
1. Financial assets measured 2,340,000.00 160,000.00 3,314,155.42
at fair value through
profit or loss (excluding
derivative financial
assets)
3. Available-for-sale 22,705,783.60 -529,337.70 21,809,783.60
financial assets
Subtotal of financial assets 25,045,783.60 -369,337.70 25,123,939.02
Investment properties 2,778,096,875.94 54,152,554.05 594,504,975.70 2,905,436,061.00
Total 2,803,142,659.54 53,783,216.35 594,504,975.70 0.00 0.00 25,123,939.02 2,905,436,061.00
Financial liabilities 0.00 0.00

Whether material changes appeared in the measurement attributes of the Company’s major assets in the reporting period

==> picture [116 x 11] intentionally omitted <==

  1. Main overseas assets

□ Applicable � Not Applicable

V. Analysis of core competitiveness

After ten years of sustainable and steady development, the Company has become a large conglomerate of “real estate + new energy”, covering such industries as real estate development, integrated community service, hotel operation and management, landscaping, doors and windows, and decoration. The Company’s core competitiveness is mainly reflected in the following aspects:

  • (1) It has set a clear strategic positioning in compliance with the market development. Over the years, the Company implemented such strategies as “622” regional development, focusing on city groups and industry grafting real estate and accurately grasped the market opportunities, so as to ensure the Company’s development. Given new normal of economy,

— 532 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • the Company will promote the “new real estate” strategy. First, the Company will energetically implement product innovation. It will provide personalized innovative products and improvement-oriented products, and use Internet and Internet of Things to improve smart home and vigorously promote new materials, new equipment and green technologies, so as to form new core competitiveness in the traditional residence area. Second, the Company will vigorously implement model innovation, vertically extend its role from a developer to a server and an operator, carry out the “integrated community service strategy”, extend residence and community business development as well as property management to “integrated community service” so as to meet the community residents’ living needs in an all-round way, implement “integrated industry operation” strategy, extend industry real estate development and industry real estate operation to “integrated industry operation”, in order to meet the all-dimensional requirements for R&D, production and operation and realize the development and operation mode of five in one and industry-city integration.

  • (2) Substantial progress was made in industry upgrading and transformation. While ensuring sound development of its main business (real estate), the Company also acquired quality wind power generation projects via M&A. In the future, the Company will start with wind power and photovoltaic power generation, keep an eye on domestic and international markets, speed up layout of quality projects via acquisition and independent development, strive to achieve fast development of new energy business, and make new energy business a new profit growth driver of the enterprise, in order to form a new situation of synergetic development of two main businesses, namely, “new real estate + new energy”.

  • (3) High-quality products and property service lead to high-profile reputation. The Company sticks to the development idea of “building good houses of China”, “building a human habitat dream” and “doing well in each detail”, and is dedicated to “high-quality products and property service”. Thanks to its devotion to and expertise in real estate development, the Company possesses four patents granted by the State Intellectual Property Office, namely, “original Chinese western-style houses”, “aerial courtyard”, “X+1 mezzanine residences” and villa-class western-style houses. The Company’s product design has reflected reasonal space, thorough details and strong humanization, and presented mature community residence idea, top-level landscaping ability, superb property service, and neighborhood culture full of humanities atmosphere, which improves the product quality and living experience in an all-round way. These are highly recognized by the market and customers and bring high reputations (such as “father of garden house” and “expert of Chinese housing products”) to the Company in the industry. As a result, the Company’s brand influence and value were greatly improved.

  • (4) Remarkable effect was achieved in national layout. The Company is rooted in Chongqing, based on central and western China and develops into the whole country. Besides Chongqing, the Company has entered such markets as Beijing, Sichuan, Jiangsu, Hunan, Shaanxi, Shandong, Xinjiang, Yunnan and Guizhou, with nearly 70 projects under construction. At present, it plans to seek development in Tianjin, Henan, Anhui, etc.

— 533 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Nationwide layout helped reduce the Company’s dependency on particular regional markets and alleviate the possible risk brought by some sluggish regional market to the Company’s operation, and provided conditions for rapid growth of the Company’s scale in the buoyant market.

  • (5) It has sufficient land reserves. The Company has always attached importance to land reserve. In the reporting period, the Company obtained 19 parcels of land for 17 projects via bid, auction and listing as well as equity acquisition, with 5.70 million m[2] of capacity buildable area increased. The Company saw some improvement in the maturity of the new project regions and rising percentage of projects in main urban area and suburbs near the main urban area. As at the end of the reporting period, the Company recorded a GFA under construction of nearly 11 million m[2] and buildable area of 17.5 million m[2] from land reserve, providing sufficient resources for future development.

VI. Investment analysis

1. External equity investment

  • (1) External investment
�Applicable □Not Applicable
External investment
Investment in the Investment in the same
reporting period period of the preceding year Change
(RMB) (RMB)
10,000,000.00 570,000,000.00 -98.25%
Information about the investee
Company name Major business Percentage of the listed
company’s equity in the
investee’s equity
Yunnan Jinwanzhong Real Real estate development and 50.00%
Estate Development Co., operation, land development,
Ltd. property management, general
construction contract of
municipal public works,
professional contract of
foundation and base works,
general construction contract
of housing construction
projects

— 534 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

(2) Equity held in the financial enterprise

□ Applicable � Not Applicable

The Company did not hold any equity in any financial enterprise in the reporting period.

  • (3) Securities investment

□ Applicable � Not Applicable

The Company did not make any securities investment in the reporting period.

  • (4) Equity held in other listed companies

  • Applicable � Not Applicable

The Company did not hold any equity in other listed companies in the reporting period.

  1. Entrusted financial management, derivatives investment and entrusted loan

  2. (1) Entrusted financial management

  3. Applicable □ Not Applicable

Unit: RMB’0,000

Amount of Amount of
principal Provision actual
Amount of Method for actually withdrawn gains/losses
Is it a entrusted determination recovered in for in the
Connection connected Product financial of the current impairment Anticipated reporting
Name of entrustee relationship transaction type **management ** Start date End date remuneration period (if any) income period
CCB Principal Asset Non-connected No Fund 2,100 23 December 2 January Floating 2,100 None 80.98
Management Co., Ltd. party 2012 2014 income
Agricultural Bank of China, Non-connected No Fund 250 12 August 9 January Floating 241.85 None -8.15
Chongqing Xinhua Road party 2010 2014 income
Sub-branch
Agricultural Bank of China, Non-connected No Fund 100 4 August 9 January Floating 89.36 None -10.64
Chongqing Xinhua Road party 2010 2014 income
Sub-branch
Total 2,450 2,431.21 0 62.19
Capital source of entrusted financial management Self-owned capital
Total amount of overdue principal and income 0
Litigation involved (if applicable) Not applicable

— 535 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

(2) Derivatives investment

  • Applicable � Not Applicable

The Company did not make any derivatives investment in the reporting period.

(3) Entrusted loan

□ Applicable � Not Applicable

The Company did not have any entrusted loan in the reporting period.

3 Use of raised funds

  • Applicable □ Not Applicable

(1) General use of raised funds

� Applicable □ Not Applicable

Unit: RMB’0,000

Total amount of raised funds 217,233.28
Total amount of raised funds invested in the reporting period 89,185.21
Total amount of raised funds accumulatively invested 89,185.21
Total amount of raised funds with purpose changed in the reporting period 0
Accumulated total amount of raised funds with purpose changed 0
Percentage of accumulated total amount of raised funds with purpose
changed 0.00%

Description of general use of raised funds

  • (I) Actual amount of raised funds and time when the raised funds arrived at the account

Upon approval by China Securities Regulatory Commission in Document Zheng Jian Xu Ke [2014] No. 987 and by Shenzhen Stock Exchange, the Company non-publicly issued 220 million RMB ordinary shares (A shares) to specific targets via its lead underwriter Essence Securities Co., Ltd. (hereinafter referred to as Essence Securities). The issuance price was RMB10.00 per share and RMB2,200 million was raised in total. After the underwriting fee and sponsorship fee of RMB26.2 million were deducted, the raised funds came to RMB2,173.8 million, which was remitted by the lead underwriter Essence Securities to the Company’s account for supervision of raised funds on 5 December 2014. Moreover, after deduction of increased external expenses of RMB1.4672 million directly relating to issuance of equity securities including accountant’s fee,

— 536 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

lawyer’s fee and equity assessment fee, the net raised funds of the Company amounted to RMB2,172.3328 million this time. The abovementioned raised funds have been verified by Pan-China Certified Public Accountants (special general partnership), which has issued a Capital Verification Report (Tian Jian Yan No. 20148-57).

(II) Use and balance of raised funds

In 2014, the raised funds actually used by the Company amounted to RMB891.8521 million, including RMB795.3554 million used for temporary supplement of working capital. In 2014, the net amount of bank interest received after deduction of bank charges was RMB0.3476 million. The raised funds accumulatively used came to RMB891.8521 million and the net amount of bank interest accumulatively received after deduction of bank charges was RMB0.3476 million. As at 31 December 2014, the balance of raised funds was RMB485.4729 million (including net amount of bank interest accumulatively received after deduction of bank charges).

(2) Information about projects to be invested in with raised funds

� Applicable □ Not Applicable

Unit: RMB’0,000

Date when Whether
Whether the Total Total Amount Accumulated Investment the projects Benefits material
projects are amount of investment invested amount progress as reach the achieved Whether the changes
Projects to be invested in changed raised after in the invested as at at the end of intended in the anticipated appear in
and investment direction (including funds to adjustment reporting the end of the the period condition reporting results are project
of over-raised funds partial change) be invested (1) period period (2) (3)=(2)/(1) for use period achieved feasibility
Projects to be invested in
1. Chongqing • Jinke No 118,490.88 118,490.88 33,276.3 33,276.3 28.08% 31 December 0 Yes No
Kaizhou Wealth Center 2015
2. Chongqing • Jinke No 98,742.4 98,742.4 55,908.91 55,908.91 56.62% 31 August 0 Yes No
Jiangjin World City 2015
Subtotal of projects to be 217,233.28 217,233.28 89,185.21 89,185.21 0
invested in
Investment direction of
over-raised funds
Total 217,233.28 217,233.28 89,185.21 89,185.21 0

Failure to reach planned Not applicable progress or anticipated results and the reasons (specific project)

Description about material Not applicable changes in project feasibility

— 537 —

APPENDIX III

  • Amount, purpose and use progress of the over-raised funds

  • Change in place of implementation of projects invested in with raised funds

  • Adjustment of method for implementation of projects invested in with raised funds

  • Up-front cost and replacement of projects invested in with raised funds

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Not applicable

Not applicable

  • Not applicable

Applicable

On 22 December 2014, the 13th meeting of the 9th board of directors of the Company deliberated and approved the Proposal on the Company’s Use of Raised Funds to Replace the Self-collected Funds Previously Invested in the Projects and the Company was approved to use the raised funds to replace the self-collected funds of RMB869.3974 million previously invested in the projects.

Pan-China Certified Public Accountants (special general partnership) conducted a special auditing on the investment of self-collected funds in the projects to be invested in with raised funds as at 30 November 2014, and issued a Verification Report on Up-front Investment of Self-collected Funds by Jinke Property Group Co., Ltd. in Projects to Be Invested with Raised Funds (Tian Jian Shen [2014] No. 8-217). The specific amount of self-collected funds originally invested by the Company in Chongqing • Jinke Kaizhou Wealth Center and Chongqing • Jinke Jiangjin World City as at 22 December 2014 is as follows:

Amount of
self-collected
SN Project name funds invested
(unit: RMB’0,000)
1 Chongqing • Jinke Kaizhou 32,705.08
Wealth Center
2 Chongqing • Jinke Jiangjin 54,234.66
World City
Total 86,939.74

— 538 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

On 23 December 2014, Chongqing Jinke Junyao Real Estate Development Co., Ltd. used the raised funds to replace the self-collected funds of RMB327.0508 million previously invested by the Company in Chongqing • Jinke Kaizhou Wealth Center. On 24 December 2014, Chongqing Jiangjin Jinke Guojun Real Estate Co., Ltd. used the raised funds to replace the self-collected funds of RMB542.3466 million previously invested by the Company in Chongqing • Jinke Jiangjin World City. As at 31 December 2014, the raised funds for replacement totaled RMB869.3974 million.

  • Temporary supplement of working capital with idle raised funds

Applicable

Upon deliberation and approval by the 13th meeting of the 9th board of directors of the Company held on 22 December 2014, the Company was approved to use idle raised funds of not more than RMB800 million (inclusive) to temporarily supplement working capital for not more than 12 months. As at 31 December 2014, the raised funds used for temporary supplement of working capital totaled RMB795.3554 million.

  • Amount of surplus raised funds in project implementation and the reasons

  • Intended use and direction of raised funds unused

Not applicable

As at 31 December 2014, the Company had two special accounts for raised funds and the raised funds were deposited as follows (unit: RMB’0,000):

Balance of
Issuing bank Bank account No. raised funds Notes
Agricultural Bank of 1440801040003823 358,451,026.11 Used for the project
China Limited, of Chongqing •
Chongqing Kaixian Jinke Kaizhou
Ankang Sub-branch Wealth Center
Business Department 742101018260045356 127,021,862.92 Used for the project
of Chongqing of Chongqing •
Branch of China Jinke Jiangjin World
CITIC Bank City
Total 485,472,889.03

— 539 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Problems or other conditions in use and disclosure of raised funds

As Chongqing • Jinke Kaizhou Wealth Center and Chongqing • Jinke Jiangjin World City were developed and delivered houses by stages, the date when the projects reach the intended condition for use herein is the date when construction of the building is completed and which is the closest to the balance sheet date. As Chongqing • Jinke Kaizhou Wealth Center and Chongqing • Jinke Jiangjin World City were not completed in the current period, and have not reached the intended condition for use, no result was achieved in the current year.

  • (3) Changes in use of raised funds

□ Applicable � Non-Applicable

There was no change in use of raised funds of the Company during the reporting period.

  • (4) Analysis of major subsidiaries and shareholding companies

� Applicable □ Non-Applicable

Information about major subsidiaries and shareholding companies

Unit: RMB

Main product Registered Operating Operating
Company name Company type Industry or services capital Total assets Net assets revenue profit Net profit
Chongqing Jinke Junyao Real Subsidiary Real estate Real estate 200,000,000.00 5,427,861,592.26 2,242,196,787.76 1,053,898,726.50 460,027,947.44 396,877,154.00
Estate Development Co., Ltd. development development
Chongqing Jinke Industrial Subsidiary Real estate Real estate 100,000,000.00 3,174,698,653.21 1,471,537,786.97 79,187,093.21 38,969,338.70 226,027,686.22
Group Kerun Real Estate development development
Development Co., Ltd.
Wuxi Jinke Jiarun Real Estate Subsidiary Real estate Real estate 366,640,000.00 4,840,664,300.76 1,345,527,053.11 748,178,006.88 -501,835,343.26 -421,699,530.19
Development Co., Ltd. development development
Chongqing Jiangjin Jinke Subsidiary Real estate Real estate 100,000,000.00 4,275,819,549.55 978,125,441.91 171,743.60 -30,458,280.49 -22,813,895.88
Guojun Real Estate Co., Ltd. development development
Jiangyin Jinke Real Estate Subsidiary Real estate Real estate 150,000,000.00 1,632,123,500.64 802,788,725.92 528,596,948.42 115,503,524.56 85,468,842.85
Development Co., Ltd. development development
Chongqing Jinke Shangzun Real Subsidiary Real estate Real estate 20,000,000.00 1,871,950,110.08 587,881,157.45 1,248,563,957.44 353,115,924.07 331,532,584.08
Estate Co., Ltd. development development
Chongqing Jinke Industrial Subsidiary Real estate Real estate 21,748,895.00 1,062,344,211.10 527,905,481.31 36,322,144.50 64,103,839.72 128,907,864.69
Group Hongjing Real Estate development development
Development Co., Ltd.
Wuxi Jinke Kerun Real Estate Subsidiary Real estate Real estate 588,240,000.00 1,150,015,894.70 515,511,359.00 262,960,622.18 -90,047,608.82 -96,996,194.17
Development Co., Ltd. development development

— 540 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Main product Registered Operating Operating
Company name Company type Industry or services capital Total assets Net assets revenue profit Net profit
Chongqing Bishan Jinke Subsidiary Real estate Real estate 30,000,000.00 2,354,175,154.63 380,656,250.34 922,733,802.00 124,321,376.77 100,813,358.46
Zhongxi Real Estate Co., Ltd. development development
Chongqing Qingke Trading Co., Subsidiary Commercial Commerce 200,000,000.00 8,307,578,437.18 271,322,710.76 1,813,827,877.94 39,049,988.00 37,825,864.41
Ltd.
Hunan Jinke Real Estate Subsidiary Real estate Real estate 150,000,000.00 1,814,831,609.23 145,433,488.95 60,375,627.00 -77,177,096.04 -80,059,613.99
Development Co., Ltd. development development
Chongqing Jinke Real Estate Subsidiary Real estate Real estate 20,000,000.00 5,188,133,382.14 96,080,516.74 1,149,383,454.02 136,482,642.30 110,596,622.53
Development Co., Ltd. development development
Chongqing Hechuan Jinke Subsidiary Real estate Real estate 20,000,000.00 1,626,206,853.43 115,121,813.83 600,009,683.00 138,460,396.26 111,945,854.42
Hejun Real Estate Co., Ltd. development development
Chongqing Jinke Hexu Real Subsidiary Real estate Real estate 100,000,000.00 1,528,426,466.54 584,966,618.53 73,675.40 -17,448,544.86 -13,198,265.87
Estate Development Co., Ltd. development development
Chongqing Jinke Zhongjun Real Subsidiary Real estate Real estate 256,078,431.37 4,014,803,371.01 1,045,550,809.99 230,921.00 -26,694,836.23 -20,085,834.25
Estate Development Co., Ltd. development development
Jinan Jinke Xicheng Real Estate Subsidiary Real estate Real estate 1,000,000,000.00 3,407,860,548.81 932,061,418.11 153,425.34 -50,115,821.33 -38,177,561.45
Development Co., Ltd. development development
USUM Investment Group Co., Shareholding Investment and Investment and 3,078,600,000.00 3,757,715,938.57 3,497,971,632.46 443,110,068.80 384,188,804.72 331,330,741.47
Ltd. company construction construction
Chongqing Yinhai Finance Shareholding Financial Finance 1,200,000,000.00 3,841,620,395.81 1,444,360,658.11 260,963,751.80 200,629,564.38 170,582,747.19
Leasing Co., Ltd. company industry

Information about major subsidiaries and shareholding companies Acquirement and disposal of subsidiaries during the reporting period

  • Applicable □ Non-Applicable

Company name

  • Purpose for acquiring Method of acquiring Effect on overall and disposing of and disposing of production & subsidiaries during subsidiaries during operation and the reporting period the reporting period business performance

  • Tangshan Jinke Real Fail to acquire Estate Development expected projects Co., Ltd.

  • Chongqing Jinke Hongrui Expand business scale Real Estate Development Co., Ltd.

  • Chongqing Jinke Jinyu Expand business scale Real Estate Development Co., Ltd.

  • Go through Has no significant cancellation formalities impact on the Company’s overall performance

  • Being funded through No earnings has been investment carried forward at the early stage of the project development

  • Being funded through No earnings has been investment carried forward at the early stage of the project development

— 541 —

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Purpose for acquiring Method of acquiring Effect on overall
and disposing of and disposing of production &
subsidiaries during subsidiaries during operation and
Company name the reporting period the reporting period business performance
Chongqing Jinke Yijia Expand business scale Being funded through No earnings has been
Real Estate investment carried forward at the
Development Co., Ltd. early stage of the
project development
Chongqing Jinke Kunji Expand business scale Being funded through No earnings has been
Real Estate investment carried forward at the
Development Co., Ltd. early stage of the
project development
Chengdu Jinke Zhuorui Expand business scale Being funded through No earnings has been
Real Estate investment carried forward at the
Development Co., Ltd. early stage of the
project development
Beijing Jinke Zhanhao Expand business scale Being funded through No earnings has been
Real Estate Co., Ltd. investment carried forward at the
early stage of the
project development
Chongqing Kangcheng Expand business scale Being funded through Has no significant
International Travel investment impact on the
Agency Co., Ltd. Company’s
performance at the
initial stage of
business development
Chongqing Jinke Zhengtao Expand business scale Being funded through No earnings has been
Real Estate investment carried forward at the
Development Co., Ltd. early stage of the
project development
Jinke Group Suzhou Expand business scale Being funded through No earnings has been
Baijun Real Estate investment carried forward at the
Development Co., Ltd. early stage of the
project development
Jinke Industrial Expand business scale Being funded through Has no significant
Investment Development investment impact on the
Company Limited Company’s
performance at the
initial stage of
business development

— 542 —

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Purpose for acquiring Method of acquiring Effect on overall
and disposing of and disposing of production &
subsidiaries during subsidiaries during operation and
Company name the reporting period the reporting period business performance
Jinke Cultural Tourism Expand business scale Being funded through Has no significant
Investment & investment impact on the
Development Co., Ltd. Company’s
performance at the
initial stage of
business development
Chengdu Jinke Junfeng Expand business scale Being funded through No earnings has been
Real Estate investment carried forward at the
Development Co., Ltd. early stage of the
project development
Chongqing Jinke Junkai Expand business scale Being funded through No earnings has been
Real Estate investment carried forward at the
Development Co., Ltd. early stage of the
project development
Neijiang Jinke Liju Real Expand business scale Being funded through No earnings has been
Estate Development investment carried forward at the
Co., Ltd. early stage of the
project development
Shandong Baijun Real Expand business scale Being funded through No earnings has been
Estate Development investment carried forward at the
Co., Ltd. early stage of the
project development
Xinjiang Jinke Yukun Real Expand business scale Being funded through No earnings has been
Estate Development investment carried forward at the
Co., Ltd. early stage of the
project development
Chongqing Guoguan Expand business scale Being funded through Has no significant
Eco-agriculture investment impact on the
Development Co., Ltd. Company’s
performance at the
initial stage of
business development
Chongqing Huidian Expand business scale Being funded through Has no significant
Business Management investment impact on the
Co., Ltd. Company’s
performance at the
initial stage of
business development

— 543 —

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  • Purpose for acquiring Method of acquiring Effect on overall and disposing of and disposing of production & subsidiaries during subsidiaries during operation and

  • Company name the reporting period the reporting period business performance Chengdu Jinchen Real Expand business scale Being funded through No earnings has been Estate Development investment carried forward at the Co., Ltd. early stage of the project development

  • Jinke New Energy Co., Expand business scale Being funded through Has no significant Ltd. investment impact on the Company’s performance at the initial stage of business development

  • Tianjin Jinke Bozhi Real Expand business scale Being funded through No earnings has been Estate Co., Ltd. investment carried forward at the early stage of the project development

  • Xinjiang Huaran Oriental Expand business scale Merger of enterprises Has no impact on the New Energy Co., Ltd. not under the same Company’s overall control performance

  • Kumul Huaran Oriental Expand business scale Merger of enterprises Has no impact on the Jingxia Wind Power not under the same Company’s overall Generation Co., Ltd. control performance

  • Yunan Jinke Xinhai Real Expand business scale Merger of enterprises No earnings has been Estate Co., Ltd. not under the same carried forward at the control early stage of the project development

  • Information about major projects invested in with raised funds

  • Applicable □ Non-Applicable

Unit: RMB’0,000

Cumulative
amount actually
Planned Amount invested as at
investment invested in the the end of the Project
Item name amount reporting period reporting period Progress earnings
Beijing • Jinke Napa House 486,191.00 27,931.45 397,185.21 Under construction 6,571.75
Beijing • Jinke Center 325,126.00 268,089.06 268,089.06 Under construction
Chongqing Jiangjin • Jinke 210,840.80 88,246.22 96,009.60 Under construction
Central Park

— 544 —

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Cumulative
amount actually
Planned Amount invested as at
investment invested in the the end of the Project
Item name amount reporting period reporting period Progress earnings
Chongqing • Jinke Oriental 174,999.00 24,218.86 173,792.84 Under construction 12,810.80
Palace
Chongqing • Jinke World City 213,108.00 18,866.61 212,092.44 Under construction 19,717.72
Chongqing Rongchang • Jinke 429,228.00 33,580.31 170,998.36 Under construction 7,721.34
World City
Chongqing • Jinke Leijiaqiao 359,831.00 73,045.68 263,477.94 Under construction 210.94
Chengdu • Jinke Bridge 198,982.00 33,100.71 184,239.08 Under construction 7,876.97
Village
Chengdu • Jinke Nature City 127,700.00 20,578.41 118,546.91 Under construction 15,755.59
Chengdu • Jinke Oriental 150,000.00 40,220.74 40,220.74 Under construction
Elegance County
Chongqing Kaixian • Jinke 187,599.38 36,976.98 85,524.81 Under construction
Wealth Center
Chongqing Yongchuan • Jinke 150,000.00 48,855.71 48,855.71 Under construction
Park Palace
Xi’an • Jinke Nature City 226,414.56 27,395.12 98,376.22 Under construction
Chongqing Changshou • Jinke 494,499.00 50,252.83 133,524.71 Under construction
World City
Chongqing Beibei • Jinke 358,772.00 55,005.88 181,272.10 Under construction
City
Chongqing Fuling • Jinke 165,000.00 42,799.05 93,435.55 Under construction
Nature City
Jinan • Jinke World City 956,673.00 48,868.16 267,775.33 Under construction
Xiyong Tianchen (Phase II) 380,000.00 115,549.61 115,549.61 Early stage
Chongqing Nanchuan • Jinke 290,000.00 41,244.79 41,244.79 Under construction
World City
Chongqing • Xiyong Tianchen 465,800.00 108,176.31 178,840.32 Under construction
Chongqing • Jinke Konggang 190,000.00 23,017.16 23,017.16 Under construction
City
Xinjiang • Jinke Central Asia 197,737.00 4,583.49 12,986.56 Under construction
Household Appliances Expo
Park
Yunnan • Jinke Times Center 220,000.00 63,985.54 63,985.54 Early stage
Xianyang • Jinke World City 337,391.33 45,731.67 45,731.67 Under construction
Chongqing Changshou • Jinke 160,539.00 38,092.79 134,946.91 Under construction 10,014.65
Sunshine Town

— 545 —

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Cumulative
amount actually
Planned Amount invested as at
investment invested in the the end of the Project
Item name amount reporting period reporting period Progress earnings
Chongqing Yunyang • Jinke 304,850.00 85,381.85 100,047.72 Under construction
World City
Chongqing Fuling • Jinke 246,593.00 65,001.71 86,098.48 Under construction 314.85
Central Park
Nantong • Bridge Waterfront 139,452.00 25,711.69 91,777.29 Under construction 7,128.92
Neijiang • Jinke Central Park 170,000.00 43,724.32 110,847.45 Under construction 10,225.32
Neijiang • New City Center 350,000.00 69,024.06 129,698.87 Under construction
Neijiang • Jinke Times Center 127,400.00 40,368.91 40,368.91 Under construction
Wuxi • Wealth Commercial 144,310.39 32,876.96 103,100.38 Under construction
Plaza
Qingdao • Jinke Sunshine 175,000.00 23,232.16 44,376.86 Early stage
Town
Chongqing Yongchuan • Jinke 154,244.00 6,496.15 143,925.45 Under construction 36,091.58
Central Park
Suzhou • Scene Mansion 370,598.00 42,678.57 300,967.10 Under construction 2,787.41
Suzhou • Nature Garden 158,618.00 37,662.97 111,542.92 Under construction
Chongqing Dazu • Jinke 240,392.00 43,297.49 109,322.41 Under construction
Central Park
Wuxi • Chengnan Aristocratic 515,579.11 32,813.88 438,085.85 Under construction 6,456.20
Family
Jiangyin • Oriental Mansion 187,048.01 17,265.84 177,841.61 Under construction 17,752.76
Zunyi • Jinke Central Park 255,744.00 19,969.65 36,425.90 Under construction
Wuxi • Milan Garden A 157,849.33 19,104.47 135,930.35 Under construction 1,413.74
Xinjiang • Jinke Bridge 219,615.00 33,384.89 43,112.42 Under construction
Village
Chongqing • Jinke Bridge 720,000.00 117,509.09 553,295.04 Under construction 55,500.38
Village
Beijing • Jinke Bridge Garden 258,077.00 21,555.08 235,452.12 Under construction -1,606.42
Chongqing Yongchuan • Jinke 148,650.00 21,604.60 118,082.16 Under construction 19,721.92
Sunshine Town
Zhangjiagang • Bridge Court 187,276.00 49,063.76 125,602.36 Under construction 11,128.99
Chongqing Fengdou • Jinke 250,000.00 39,901.03 39,901.03 Under construction
Golden Coast
Chongqing • Jinke Times 387,420.00 40,125.67 168,705.23 Under construction
Center

— 546 —

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Cumulative
amount actually
Planned Amount invested as at
investment invested in the the end of the Project
Item name amount reporting period reporting period Progress earnings
Chongqing • Jinke Sun Coast 200,000.00 10,189.19 152,632.77 Under construction 8,608.57
Chongqing Bishan • Jinke 306,011.00 57,665.83 199,814.12 Under construction 21,008.56
Central Park
Chongqing Fuling • Jinke 240,000.00 38,545.50 38,545.50 Early stage
Nanhu Project
Liuyang • Tianhu New City 175,338.00 21,940.96 100,434.21 Under construction
Changsha • Jinke World City 161,197.34 17,863.66 62,434.98 Under construction
Changsha • Jinke Center 229,411.00 47,268.07 104,089.54 Under construction
Changsha • Flourishing 209,369.40 13,803.76 187,168.27 Under construction 41.99
Oriental Courtyard
Total 14,846,473.65 2,513,444.91 7,739,346.47 277,254.53

VII. Estimated operating results for January-March 2015

The warning that the cumulative net profit from the beginning of the year to the end of the next reporting period may be negative or change significantly as compared with the same period last year and relevant reasons

□ Applicable � Non-Applicable

VIII. Information about special-purpose entities controlled by the Company

□ Applicable � Non-Applicable

IX. Future prospects of the Company

1. Industry development trends and development strategies of the Company

Against the background of continuous national economic growth, relatively low urbanization level and continuously increasing per capita disposable income, the real estate industry is still an important pillar industry in China. According to the development goal set out in the National New Urbanization Plan (2014-2020) promulgated by the state, urbanization rate of China’s resident population is expected to reach approximately 60% and that of registered population will reach approximately 45%, which means there is still great development potential for the real estate industry. The industry will see more development opportunities if our urbanization rate of resident population is to reach the 80% in developed countries.

— 547 —

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Since the second half of 2014, the government launched a series of policies in favour of the real estate industry to encourage financial institutions to support households’ housing consumption, including “targeted RRR cuts” “five house loan policies of the Central Bank”, “9•30 New House Loan Policy”, and “reduction of interest and reserve ratio”, etc. In the meantime, various local governments have eased the home purchase restrictions to promote the gradual recovery of the real estate industry.

In its 2015 Work Report, the government proposed to stabilize housing consumption, give targeted guidance, implement policies suitable to local conditions, assign primary responsibility to local governments for the development of housing, support people’s demand for housing for personal use and second homes, and promote the stable and sound development of the real estate market. According to the report, the government set a relatively stable and positive tone for the real estate, which is a rare “warm wind” for the real estate market in recent years, indicating that policies for the real estate market will ease further in 2015. Recently, the Ministry of Land and Resources and the Ministry of Housing and Urban-Rural Development jointly issued the Circular on Optimizing the Housing and Land Supply Structure in 2015 to Promote the Stable and Healthy Development of the Real Estate Market , which mentioned again about supporting people’s demand for housing for personal use and second homes, and specified that the type of commodity housing under construction can be adjusted without changing the land usage and plot ratio, so as to help enterprises adjust housing types not adapting to the market demand in a timely manner. This not only means that the “90/70” policy, which has been implemented for nearly a decade, loosens formally, but also reflects the adjustments in housing structure and changes in “de-administration” regulations in recent years. The policy guidance in the Circular, e.g. differentiated land supply and adjustable usage of undeveloped land, will help destocking in areas under great pressure of destocking. It is expected that a series of policies aiming to boost the market will continue to be introduced to promote the smooth and healthy development of the real estate market.

From the perspective of demand, the sold GFA of commodity housing nationwide exceeded 1 billion square meters in recent years, and reached 1.2 billion square meters in 2014, showing that the demand was still strong, but investment growth inched down. The supply-demand of the real estate market will become balanced on the whole in about two years, which will be conducive to the long-term healthy development of the real estate industry. However, demand structure changes and personalized and improved demand will be more prominent.

New energy promises broad development potential. With the deterioration of global warming and China’s hazy weather, a consensus has been reached on increasing investment in clean and renewable energy. In recent years, many countries including China have introduced a series of policies supporting new energy development. The government in its 2015 Work Report urged to vigorously develop wind power and photovoltaic power generation, biomass energy and hydropower, safely develop nuclear power, and develop and utilize shale gas and coalbed methane.

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As planned by relevant departments, by 2020 China’s total installed power generating capacity will reach 2.55 billion kW, 1.88 times that of the country’s total installed capacity (1.36 billion kW) by the end of 2014; at the same time the state will further optimize the energy structure; by 2020 the percentage of wind power generation is expected to reach 11% and installed capacity of wind-driven power will increase to 200 million kW from over 96 million kW in 2014; the percentage of photovoltaic power generation is expected to reach 5% and PV installed capacity will increase to 100 million kW from 28 million kW in 2014. According to the above situation analysis and judgment on industry development, the Company will give priority to both “new real estate + new energy” in the next period. With regard to new real estate, firstly, devote major efforts to developing innovative products, use personalized & innovative products and products adapting to changing demands to enhance smart home experience via the Internet and IoT technologies, vigorously promote the use of new materials, new equipment and green technologies, to build new core competitiveness; secondly, make vigorous efforts to promote model innovation, longitudinally make itself to be a developer, service provider or operator, implement the “strategy of integrated community services” by integrating residential and community business development and property management, so as to meet the overall demand of community residents, implement the “strategy of integrated industrial operations” by integrating the industrial real estate development and industrial real estate operations, so as to meet the overall demand in scientific research, production and operation, and achieve a five-in-one and city-industry integration development & operation mode.

With regard to new energy, implement the “strategy of developing wind power and photovoltaic power simultaneously”, focus on wind power and photovoltaic power generation, seek development opportunities in new fields such as solar-thermal (film) power generation, and achieve extraordinary development in new energy businesses via merger & acquisition and new establishment. Strive to raise the total installed capacity of wind power and photovoltaic power generation to 5GW, with total investment of about RMB40 billion in the next 3-5 years.

2. 2015 business plans

In 2015, the Company will further promote the industrial upgrading and transformation, continue to deepen the reform and innovation, consolidate the results of various reforms, adhere to the established management principles, and by focusing on comprehensively enhancing the Company’s management quality and efficiency, actually strengthen the sense of responsibility, intensify and improve execution, and actively adapt to the economic development and industry development under the new normal situation. The Company will also intensify destocking, improve turnover speed, reduce development cost, put forth effort to enhance the efficiency of operations in different areas, and complete various business objectives. The Company will further optimize and adjust the management model and organizational structure, implement the project co-investment scheme as soon as possible, effectively control investment risks; improve the Company’s long-effective incentive mechanism, and actively study equity incentive models suitable for the Company and put them into effect in time, so as to promote the fast, healthy and sustainable development of the Company.

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(1) In respect of real estate business, the Company plans to log newly started GFA of about 5.6 million square meters, completed GFA of about 4.4 million square meters, and GFA under construction of about 12 million square meters by the end of the year.

Major planned real estate projects in 2015:

Unit: 0’000 m[2]

Planned
GFA under
GFA to be GFA to be construction
newly started completed in at the end
Region Project name Location in 2015 2015 of 2015
Chongqing Chongqing Hechuan • Hechuan District 0.0 12.7 5.4
Jinke World City
Chongqing Hechuan • Hechuan District 1.2 0.0 16.0
Jinke Nature City
Chongqing • Wansheng Wansheng District 0.0 7.2 11.6
Jinke China Health City
Chongqing • Konggang Yubei District 12.3 0.0 12.3
New City
Chongqing • Jinke Jiangjin Jiangjin District 2.9 13.5 25.3
World City
Chongqing • Jinke Jiangjin Jiangjin District 9.3 10.4 23.6
Central Park
Chongqing • Jinke Times New North Zone 15.0 9.2 24.1
Center
Chongqing Beibei • Jinke New North Zone 5.9 2.2 38.3
World City
Chongqing • Jinke Central Nan’an District 0.0 21.9 6.7
Imperial Garden
Chongqing Bishan • Jinke Bishan District 11.4 9.9 31.1
Central Park
Chongqing • Jinke Bridge Shapingba District 3.2 45.6 33.4
Village
Chongqing • Jinke Xiyong Shapingba District 24.7 0.0 49.6
Tianchen
Chongqing • Jinke Star Dadukou District 18.5 0.0 18.5
Chongqing • Jinke Central Nan’an District 6.3 0.0 10.5
Washington
Chongqing Nanchuan • Nanchuan District 12.6 0.0 25.1
Jinke World City

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Planned
GFA under
GFA to be GFA to be construction
newly started completed in at the end
Region Project name Location in 2015 2015 of 2015
Chongqing Fuling • Jinke Fuling District 2.2 14.5 2.6
Nature City
Chongqing Changshou • Fuling District 0.0 28.0 0.0
Sunshine Town
Chongqing Changshou • Fuling District 14.3 0.0 27.8
World City
Chongqing Fuling • Jinke Fuling District 0.0 15.0 0.9
Central Park
Chongqing Fengdu • Jinke Fengdu County 20.1 0.0 33.2
Golden Coast
Chongqing Fuling • Nanhu Fuling District 11.0 0.0 11.0
Project
Chongqing Yongchuan • Yongchuan District 2.9 10.5 7.9
Jinke Sunshine Town
Chongqing Yongchuan • Yongchuan District 10.8 0.0 17.6
Jinke Park Palace
Chongqing Rongchang • Rongchang County 10.9 6.5 20.8
Jinke World City
Chongqing Dazu • Jinke Dazu County 8.9 13.3 28.8
Central Park
Chongqing Kaixian • Jinke Kaixian County 0.2 23.9 10.7
Kaizhou City
Chongqing Kaixian • Jinke Kaixian County 0.0 32.1 18.7
Wealth Center
Chongqing Yunyang • Yunyang County 30.4 0.0 68.6
Jinke World City
Zunyi • Jinke Central Park Zunyi City 21.2 0.0 37.4
Jiangsu Wuxi • Milan Garden Wuxi New District 0.0 7.9 5.1
Wuxi • Chengnan Nanchang District 9.2 3.0 35.3
Aristocratic Family
Wuxi • Wealth Wuxi New District 15.2 10.1 22.0
Commercial Plaza
Jiangyin • Oriental Palace Jiangyin City 0.0 7.4 0.0
Zhangjiagang • Bridge Jiangyin City 0.0 6.5 14.1
Impression

— 551 —

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Planned
GFA under
GFA to be GFA to be construction
newly started completed in at the end
Region Project name Location in 2015 2015 of 2015
Zhangjiagang • Bridge Jiangyin City 0.0 4.4 4.7
Mansion
Jiangsu Rugao • Jinke Rugao City 0.0 11.9 1.4
World City
Suzhou • Scene Mansion Suzhou City 0.0 10.3 13.7
Suzhou • Nature Garden Suzhou City 3.9 14.2 10.8
Suzhou • Jinke World Suzhou City 10.5 0.0 16.5
View
Nantong • Bridge Nantong City 0.0 4.0 4.7
Waterfront
Sichuan Chengdu • Jinke Bridge Xinjin County 1.6 0.2 8.7
Village
Chengdu • Jinke Center Chenghua District 0.0 16.0 9.5
Chengdu • Jinke Oriental Damian Town, 15.5 0.0 19.8
Elegance County Longquanyi
District
Chengdu • Simaqiao Simaqiao Street 12.4 0.0 12.4
Project
Chengdu • Yinhuang Wuhou District 7.2 0.0 7.2
Project
Neijiang • Jinke Times Neijiang City 10.5 0.0 23.4
Center
Neijiang • Jinke Park Neijiang City 6.2 0.0 22.1
Palace
Neijiang • Jinke Central Neijiang City 0.2 12.5 15.4
Park
Beijing Beijing • Jinke Napa Changing District 0.0 1.3 11.0
House
Beijing • Jinke Bridge Changing District 0.0 6.6 0.0
Garden
Beijing • Jinke Center Daxing District 14.2 0.0 24.2
Hunan Changsha • Flourishing Yuelu District 0.0 6.8 2.1
Oriental Courtyard
Liuyang • Tianhu New Liuyang City 0.0 7.4 2.3
City

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Planned
GFA under
GFA to be GFA to be construction
newly started completed in at the end
Region Project name Location in 2015 2015 of 2015
Changsha • Jinke World Yuelu District 5.6 5.2 9.6
City
Changsha • Jinke Center Changsha County 0.0 18.0 7.8
Chenzhou • Jinke City Chenzhou City 7.8 1.0 22.7
Chenzhou • Nanling Chenzhou City 0.0 1.0 2.2
Eco-city “By the Water
Side”
Shandong Jinan • Jinke World City Jinan City 36.2 8.0 53.0
Qingdao • Jinke Sunshine Qingdao City 7.3 0.0 12.3
Town
Qingdao • Ruichang Road Qingdao City 20.8 0.0 20.8
Zhuanqi Project
Xinjiang Bridge Village Wujiaqu City 8.8 3.4 32.3
Mechanical & Electrical Wujiaqu City 0.0 0.0 6.8
Products Exhibition Hall
Project
Central Asia Mechanical & Wujiaqu City 21.3 0.0 26.2
Electrical Products Expo
Center
Shaanxi Xi’an • Jinke Nature City Xi’an City 17.2 0.0 24.1
World City Xianyang City 9.2 0.0 9.2
Yunnan Kunming • Jinke Times Kunming City 30.0 0.0 30.0
Center

In respect of project development, the Company will, following the “622” development strategy, stick to the principle of “focusing on second-tier cities and selectively expanding into first-tier and third-tier cities” and “focusing on central and western areas and selectively expanding into other areas”, gradually shifting the emphasis to projects with steady cash flow in capital cities and key second-tier and third-tier cities. The Company will make greater efforts to develop real estate projects in relation to high-tech industry park, culture & tourism and health industry. In the whole year the Company plans to log about RMB12 billion of land investment and about 5-6 million square meters of new capacity buildable area.

In respect of marketing, the Company will deepen sales terminal reform, keep the pace of marketing in rational control, integrate marketing resources, plan ahead key marketing nodes, gather together sales resources, increase incentives, reduce inefficient investment, balance sales of

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

residential and commercial real estate projects, leverage the large scale of residential real estate project sales and the high profit of commercial real estate project sales, and pay special attention to sales of commercial real estate projects. The contracted sales amount of the Company is expected to exceed RMB30 billion (including non-real estate sector).

In respect of financing, the Company will maintain good strategic cooperation with major state-owned banks, create a better credit receiving environment, keep financing costs under strict control, vigorously optimize the financing structure, strive to work out new financing channels, and make full use of the financing function of the capital market to realize diversified financing and cut down financing costs. The Company will continue sticking to structural financing and balance financing nodes with sales nodes in the principle of profitability to increase the efficiency of fund use.

In respect of product, the Company will keep placing emphasis on R&D positioning and design, establish clear product strategies, improve the core competitiveness of its products, increase positioning quality and value, intensify efforts in innovation and R&D of marketable products, increase the pace and quality of product design, continue to promote standardization of products, enhance smart home experience with the Internet and IOT technologies, vigorously promote the use of new materials, new equipment and green technologies, and build new core competitiveness in the traditional residential real estate business.

(2) In respect of new energy, first, the Company will, starting from wind power and photovoltaic power generation, pay close attention to changes in domestic and international markets and quicken the pace of quality project layout by means of acquisition and self development; second, launch new energy merger & acquisition financing and project operation financing, enhance coordination with various financial institutions in terms of financing, make sure bank loans and funds raised from nonbank institutions are extended as scheduled, and plan ahead direct financing in the capital market; third, enhance operational management to stabilize the capacity and price of grid-connected power generation; four, bring in senior professionals in the industry and formulate scientific team incentive policies to build the most competitive management team in the industry.

3. Capital guarantee measures of the Company

Since real estate and new energy industries are both capital-intensive industries, the Company has been attaching great importance to capital guarantee. The Company will continue maintaining a good relationship with banks and other financial institutions so as to obtain enough development loans and other funds necessary for its operation and development. Meanwhile, it will, giving full play to the capital market, keep promoting the issuance of corporate bonds, launch a new round of refinancing in due time, pay close attention to preferred shares related policies, and keep creating new financing channels.

— 554 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

4. Analysis on risks faced by the Company

(1) Policy risks

In recent years, the state has introduced a series of regulatory policies to guide and promote the sustainable, stable and healthy development of the real estate industry. Although relevant regulatory policies have signs of warming this year, they still have a direct impact on the operation and development of real estate development enterprises. If the Company cannot adapt to the changes in state policies, they may have a negative impact on the operation and development of the Company. Meanwhile, China’s leaps and bounds in wind power generation development in recent years is largely attributable to support from the state for the renewable energy industry, especially for wind power industry in respect of policies, laws and regulations and incentives. That is to say, any change in the said state policies in favor of wind power industry in the future may have an adverse effect on the operating results of the Company.

(2) Management risks

As a large real estate development enterprise, the Company has formed mature systems for the development, operation and management of real estate projects and cultivated a high-quality business team. The Company is in the fast-growing period with business scale expanding continuously, which puts forward higher requirements for its management capacity. If the Company’s human resource guarantee, risk control, project management, project development and capital chain control cannot meet the requirements of business expansion, the Company will face some management risk. Besides, as a real estate company which has just stepped in the new energy industry, the Company lacks relevant talent and management experience. If the Company fails to meet the needs of new business development in terms of human resource guarantee, risk control, project management, etc. and the professional team of the acquired project does not agree with the Company’s corporate culture, the Company will face some management risk.

(3) Market risk

In response to surging housing and land prices and the craze for speculative house purchasing in some cities in recent years, the government introduced a series of regulatory measures. Though this year saw an ease in these policies, fast rises in land, financing and labor costs may lead to longer development cycles and higher development cost. That is, the Company will face the risk of profit decline brought by market factors in the future.

(4) Financial risk

Since the development cycle of real estate projects is relatively long and large sums of investment is put in land purchase and earlier-stage works, the speed of capital turnover of real estate projects is relatively low. The Company has expanded quickly in recent years, with substantial investment placed in project development. With the expansion of business scale, there will be continuous demands for funds in subsequent development. If fluctuations in the real estate market have a negative impact on the Company’s recovery of sales proceeds, the Company may face the risk of insufficient cash flow resulting from a low turnover rate.

— 555 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

5. Coping strategies of the Company

The Company will pay close attention to policy changes and market trends, have in-depth analysis on macroeconomic policies and the market, and adapt itself to the “new normal” economy. The Company will unswervingly deepen the reform in an all-round way, quicken the pace of industrial upgrading, and promote standardization of products.

The Company will, based on policy trends and market conditions, further increase the Company’s core competitiveness in real estate and new energy businesses through rational investment, precise positioning, optimization of structured products and diversification of product line. The Company will implement comprehensive budget management to control costs, speed up recovering sales proceeds and diversify financing channels to ensure rational fund allocation, improve project operation and management level in an all-round way to reduce business risks, enhance risk control over material investment projects, further optimize the incentive mechanism, deepen the marketing system reform to ensure increase in both business scale and profit, increase the turnover rate of projects, and quicken the pace on the way toward becoming a larger and stronger player in the industry. In 2015 the Company will simultaneously take various measures to accomplish all tasks and goals of the year.

— 556 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Disclosure index Not applicable Not applicable
Date of disclosure Not applicable Not applicable
Connected relation with the counterparty (if applicable) Not applicable Not applicable
Proportion of net profit brought by the assets to the listed company
Is it a
in total net
connected
profit
transaction
-0.12% No 0.04% No
Effect on the Company’s gains/losses -103.51 -38.52
Effect on the Company’s operation No material effect No material effect
V.
Asset transactions
1.
Acquisition of assets
�Applicable
□Not Applicable
Acquired or Counterparty or
purchased
Transaction
ultimate controller
assets
price Progress
(RMB’0,000) Shaanxi Tongzhi Real
51% equity of
10,200 All assets
Estate Development
Shaanxi
involved have
Co., Ltd., Chang’an
Jinrunda Real
been
International Trust
Estate
transferred
Co., Ltd.
Development
ownership,
Co., Ltd.
without transfer
of creditor’s rights and debts Kunming Yisenying
1% equity of
20 All assets
Trade Co., Ltd.
Yunnan Jinke
involved have
Xinhaihui Real
been
Estate Co., Ltd.
transferred
ownership, without transfer of creditor’s rights and debts

— 557 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Disclosure index Not applicable Not applicable Not applicable
Date of disclosure Not applicable Not applicable Not applicable
Connected relation with the counterparty (if applicable) Not applicable Not applicable Not applicable
Proportion of net profit brought by the assets to the listed company
Is it a
in total net
connected
profit
transaction
0.00% No 0.00% No 0.00% No
Effect on the Company’s gains/losses 0 0 0
Effect on the Company’s operation No material effect No material effect No material effect
Transaction price Progress (RMB’0,000) 51,181.54 All assets involved have been transferred ownership, without transfer of creditor’s rights and debts 200 All assets involved have been transferred ownership, without transfer of creditor’s rights and debts 24,000 All assets involved have been transferred ownership, without transfer of creditor’s rights and debts
Acquired or purchased assets 44.44% equity of Chongqing Jinke Junyao Real Estate Development Co., Ltd. 10% equity of Shaanxi Haoyuefu Real Estate Development Co., Ltd. 44.44% equity of Chongqing Bishan Jinke Zhongxi Real Estate Co., Ltd.
Counterparty or ultimate controller Chongqing Jiayun Investment Co., Ltd. Liu Wangtang, Wang Wenming Chongqing Jiayun Investment Co., Ltd.

— 558 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Disclosure index www.cninfo.com.cn Announcement No.: 2014-148
Date of disclosure 23 December 2014
Connected relation with the counterparty (if applicable) Not applicable
Proportion of net profit brought by the assets to the listed company
Is it a
in total net
connected
profit
transaction
0.00% No
Effect on the Company’s gains/losses 0
Effect on the Company’s operation No material effect
Transaction price Progress (RMB’0,000) 70,000 All assets involved have been transferred ownership, without transfer of creditor’s rights and debts
Acquired or purchased assets 100% equity of Xinjiang Huaran Oriental New Energy Co., Ltd.
Counterparty or ultimate controller Xinjiang China Merchants Kunlun Capital Investment Joint Venture (limited partnership), Xinjiang Yiyuan Zhonghui Capital Investment Joint Venture (limited partnership)

— 559 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Disclosure index Not applicable
Date of disclosure Not applicable
Have all creditor’s rights and debts involved been transferred Not applicable
Have all assets involved been transferred ownership Yes
Connected relation with the counterparty (if applicable) Not applicable
�Applicable
□Not Applicable
Net profit brought by the assets
Proportion
to the
of net
listed
profit
company
brought by
from the
the selling
beginning
Effect of
to the
of this
the selling
listed
Pricing
period to
on the
company
principle
Is it a
Target
Trading
Transaction
the trading
Company
in total net
of assets
connected
Counterparty
assets
day
price
day
(Note 3)
profit
selling
transaction
(RMB’0,000) (RMB’0,000) Lonein
14.968%
2 April
50,343.23
1,000.38
No material
1.16%
Negotiated
No
Holdings
equity of
2014
effect
pricing
Co., Ltd.
USUM
Investment Group Co., Ltd. 3.
Merger of enterprises
�Applicable
□Not Applicable
See the financial report and the consolidated financial statements for details.

— 560 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

VIII. Important contracts and performance thereof

2. Guarantee

� Applicable □ Not Applicable

Unit: RMB’0,000

Guarantee among subsidiaries (excluding the Company’s guarantee to its subsidiaries)

Date of actual Whether the
Date of disclosure occurrence Whether the guarantee is
of announcements (date when the Actual guarantee is provided to
Name of the concerning Guarantee agreement is guarantee Guarantee Guarantee fulfilled or a connected
guarantee target guarantee limit limit signed) amount type period not party or not
Fuling Kerun 28 October 2011 19,000 28 October 2011 19,000 Joint liability 5 years No No
guarantee
Jinke Changjin 22 May 2012 10,700 1 October 2012 1,590 Mortgage 3 years No No
Jinke Guojun 23 September 2013 8,000 20 November 2013 3,000 Mortgage 1.5 years No No
Hunan Liangxing 23 September 2013 17,000 24 September 17,000 Mortgage 2 years No No
2013
Jinke Huiyi 27 September 2013 20,000 25 February 2014 20,000 Mortgage 2 years No No
Jinke Property Group 1 May 2014 50,000 1 May 2014 50,000 Mortgage 2 years No No
Jinke Tuhong 27 September 2013 12,000 23 January 2014 12,000 Mortgage 29 months No No
Jinke Tuhong 27 September 2013 18,000 23 January 2014 18,000 Mortgage 22 months No No
Jinke Zhongjun 27 September 2013 49,000 4 January 2014 49,000 Mortgage 2 years No No
Jinke Property Group 26 March 2014 30,000 26 March 2014 24,065 Mortgage 5 years No No
Wujiaqu Jinke 27 September 2013 5,900 17 July 2014 5,900 Mortgage 3 years No No
Jinke Guojun 27 September 2013 30,000 18 March 2014 30,000 Mortgage 3 years No No
Neijiang Jinke Baijun 14 May 2014 17,750 15 September 17,750 Mortgage 2 years No No
2014
Total limit of external guarantee approved in the 97,750 Total amount of external 91,815
reporting period (A1) guarantee actually
provided in the reporting
period (A2)
Total limit of external guarantee approved as at 287,350 Total balance of external 267,305
the end of the reporting period (A3) guarantee actually
provided as at the end of
the reporting period (A4)

— 561 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

**The ** Company’s guarantee to its subsidiaries Company’s guarantee to its subsidiaries Company’s guarantee to its subsidiaries
Date of actual Whether the
Date of disclosure occurrence Whether the guarantee is
of announcements (date when the Actual guarantee is provided to
Name of the concerning Guarantee agreement is guarantee Guarantee Guarantee fulfilled or a connected
guarantee target guarantee limit limit signed) amount type period not party or not
Hunan Company 22 May 2012 25,000 5 September 2012 19,000 Joint liability 3 years No No
guarantee
Jinke Zhongxi 22 May 2012 15,500 1 October 2012 15,500 Mortgage 3 years No No
Jinke Shangzun 22 May 2012 25,000 1 October 2012 12,680 Mortgage 3 years No No
Chongqing Bozhan 28 January 2013 50,000 6 February 2013 50,000 Joint liability 2 years No No
guarantee
Chongqing Chenju 28 January 2013 20,000 28 February 2013 14,000 Joint liability 2 years No No
guarantee
Jinke Baijun 28 January 2013 45,000 26 February 2013 45,000 Joint liability 2 years No No
guarantee
Chongqing Chenju 28 January 2013 19,000 26 March 2013 7,600 Mortgage 3 years No No
Liuyang Jinke Real Estate 28 January 2013 20,000 28 March 2013 16,500 Joint liability 2.5 years No No
guarantee
Jiangyin Real Estate 28 January 2013 30,000 26 April 2013 7,400 Joint liability 2 years No No
guarantee
Beijing Napa 28 January 2013 160,000 16 April 2013 96,000 Joint liability 2 years No No
guarantee
Chongqing Chenju 28 January 2013 2,200 2 May 2013 2,200 Mortgage 3 years No No
Fuling Kerun 4 May 2013 35,000 27 May 2013 33,000 Joint liability 2.5 years No No
guarantee
Chongqing Chenju 4 May 2013 21,180 31 May 2013 5,500 Joint liability 2 years No No
guarantee
Chongqing Xingju 4 May 2013 14,000 27 June 2013 12,000 Mortgage 2.5 years No No
Chongqing Chenju 4 May 2013 32,500 26 July 2013 30,000 Joint liability 3 years No No
guarantee
Chengdu Jinke 4 May 2013 64,000 19 July 2013 62,000 Joint liability 3 years No No
guarantee
Chenzhou Xiaobu 4 May 2013 10,000 2 July 2013 7,760 Joint liability 3 years No No
guarantee
Suzhou Jinke 4 May 2013 40,000 19 July 2013 39,980 Joint liability 2 years No No
guarantee
Chengdu Shuangyi 4 May 2013 95,000 13 August 2013 85,000 Joint liability 2 years No No
guarantee
Chongqing Chenju 4 May 2013 27,800 2 September 2013 26,000 Mortgage 3 years No No

— 562 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

**The ** Company’s guarantee to its subsidiaries Company’s guarantee to its subsidiaries Company’s guarantee to its subsidiaries
Date of actual Whether the
Date of disclosure occurrence Whether the guarantee is
of announcements (date when the Actual guarantee is provided to
Name of the concerning Guarantee agreement is guarantee Guarantee Guarantee fulfilled or a connected
guarantee target guarantee limit limit signed) amount type period not **party ** or not
Suzhou Kerun 4 May 2013 21,400 18 September 21,400 Joint liability 3 years No No
2013 guarantee
Jinke Bailexing 4 May 2013 10,000 6 September 2013 10,000 Joint liability 3 years No No
guarantee
Zhangjiagang Jinke 4 May 2013 60,000 5 September 2013 58,000 Joint liability 3 years No No
Ruifeng guarantee
Jiangsu Rugao 27 September 2013 35,000 21 November 2013 35,000 Joint liability 3 years No No
guarantee
Zhangjiagang Jinke Real 27 September 2013 23,900 18 December 2013 23,900 Joint liability 3 years No No
Estate guarantee
Suzhou Kerun 27 September 2013 45,000 24 March 2014 44,750 Joint liability 27 months No No
guarantee
Wujiaqu Jinke 27 September 2013 14,900 18 March 2014 14,900 Joint liability 3 years No No
guarantee
Jinke Guojun 27 September 2013 22,000 30 March 2014 22,000 Mortgage 2.5 years No No
Jinke Tuhong 14 May 2014 20,000 17 June 2014 20,000 Joint liability 25 months No No
guarantee
Changsha Jinke 3 July 2014 30,000 25 June 2014 30,000 Joint liability 2 years No No
guarantee
Beijing Zhanhao 16 September 2014 180,000 29 August 2014 130,000 Joint liability 12 months No No
guarantee and 24
months
Jinke Huimao 14 May 2014 9,000 27 June 2014 6,140 Joint liability 2 years No No
guarantee
Yunnan Jinke Xinhaihui 3 July 2014 78,000 21 July 2014 73,130 Joint liability 2 years No No
guarantee
Jinan Jinke 3 July 2014 40,000 18 July 2014 40,000 Joint liability 2 years No No
guarantee
Wuxi Jiarun 16 May 2014 89,000 21 November 2014 89,000 Joint liability 2.5 years No No
guarantee
Suzhou Baijun 30 October 2014 60,000 20 November 2014 41,500 Joint liability 35 months No No
guarantee
Total limit of guarantee to subsidiaries approved 506,000 Total amount of guarantee 429,770
in the reporting period (B1) actually provided to
subsidiaries in the
reporting period (B2)

— 563 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

The Company’s guarantee to its subsidiaries The Company’s guarantee to its subsidiaries The Company’s guarantee to its subsidiaries The Company’s guarantee to its subsidiaries The Company’s guarantee to its subsidiaries The Company’s guarantee to its subsidiaries
Date of actual Whether the
Date of disclosure occurrence Whether the guarantee is
of announcements (date when the Actual guarantee is provided to
Name of the
concerning
Guarantee **agreement ** is guarantee Guarantee Guarantee fulfilled or a connected
guarantee target
guarantee limit
limit signed) amount type period not party or not
Total limit of guarantee to subsidiaries approved 1,489,380 Total balance of guarantee 1,246,840
as at the end of the reporting period (B3) actually provided to
subsidiaries as at the end
of the reporting period
(B4)
Total guarantee amount of the Company (namely, the sum of the top two)
Total guarantee limit approved in the reporting 603,750 Total amount of guarantee 521,585
period (A1+B1) actually provided in the
reporting period (A2+B2)
Total guarantee limit approved as at the end of 1,776,730 Total balance of guarantee 1,514,145
the reporting period (A3+B3) actually provided as at
the end of the reporting
period (A4+B4)
Percentage of total amount of guarantee actually provided (namely, A4+B4) in the 143.79%
net assets of the Company
Including:
Amount of guarantee provided to shareholders, effective controllers and their 0
connected parties (C)
Amount of debt guarantee directly or indirectly provided to the guarantee targets 1,514,145
whose asset-liability ratio exceeds 70% (D)
Amount of the surplus part of the total guarantee amount exceeding 50% of net 0
assets (E)
Total amount of the abovementioned three guarantees (C+D+E) 1,514,145

Note:

During the reporting period, the Company and its holding subsidiaries did not provide guarantee to a third party other than those listed in the consolidated statements, or provide guarantee to the controlling shareholders, effective controllers and their connected parties, or have delayed or lawsuit-bound guarantee.

(1) Illegal external guarantees

□ Applicable � Not Applicable

The Company had no illegal external guarantee in the reporting period.

— 564 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

3. Other important contracts

  • Applicable � Not Applicable

The Company had no other important contracts in the reporting period.

4. Other important transactions

□ Applicable � Not Applicable

The Company had no other important transactions in the reporting period.

XIV. Other important events

� Applicable □ Not Applicable

(2) Medium-term notes

To improve the Company’s debt financing structure, reduce financial costs and promote sustainable and stable development of the Company, upon deliberation and approval by the 8th meeting of the 9th Board of Directors of the Company and the 9th extraordinary general meeting 2014, the Company applied for registration and issuance of medium-term notes of not more than RMB3.9 billion (inclusive) in the national interbank bond market. On 31 October 2014, the Company submitted relevant application documents concerning issuance of the medium-term notes to the National Association of Financial Market Institutional Investors. Currently relevant work is proceeding as planned.

(For details, refer to the relevant announcements published by the Company on 14 October 2014 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

(3) Recovery of creditor’s rights from associated companies

The Company’s wholly-owned subsidiary Jiangyin Jinke Real Estate Development Co., Ltd. (hereinafter referred to as “Jiangyin Jinke”) holds 50% equity of Wujiang Jinke Yangzi Real Estate Development Co., Ltd. (hereinafter referred to as “Wujiang Jinke”); Wujiang Jinke is an associated company of the Company. As at 30 June 2014, Wujiang Jinke did not repay the Company RMB296 million of principal and relevant interest of relevant creditor’s right as scheduled. To protect the interests of the Company and the investors, the Company negotiated many times with associated parties Jiangsu Hengyuan Real Estate Development Co., Ltd. (hereinafter referred to as “Jiangsu Hengyuan”) and Wujiang Jinke. Thanks to the Company’s efforts, Jiangyin Jinke, Wujiang Jinke and Jiangsu Hengyuan signed relevant supplementary agreement on 12 October 2014. On 13 October 2014, Jiangyin Jinke received from Wujiang Jinke the aforesaid loan principal RMB296 million before the deadline specified in the supplementary agreement.

— 565 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

(For details, refer to the relevant announcements published by the Company on 12 July and 14 October 2014 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

  • (7) Main repayments and increased nonbank financing in the reporting period

  • (1) In March 2012, the Company’s wholly-owned subsidiary Jinke Hotel and Chongqing International Trust signed a trust agreement, in which RMB300 million of debt financing was agreed on for a term of two years and at a consolidated cost of 9% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

  • (2) In July 2012, the Company and Chongqing International Trust signed a trust agreement, in which RMB480 million of debt financing was agreed on for a term of two years and at a consolidated cost of 14% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

  • (3) In September 2012, the Company and Chang’an International Trust signed a trust agreement, in which RMB220 million of debt financing was agreed on for a term of two years and at a consolidated cost of 12% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

  • (4) In August 2012, the Company’s wholly-owned subsidiary Qingke Trading and Chang’an International Trust signed a trust agreement, in which RMB400 million of debt financing was agreed on for a term of two years and at a consolidated cost of 14.5% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

  • (5) In October 2012, the Company’s wholly-owned subsidiary Jinke Xingju and China Industrial International Trust signed a trust agreement, in which RMB480 million of debt financing was agreed on for a term of two years and at a consolidated cost of 12% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

  • (6) In December 2012, the Company and China Industrial International Trust signed a trust agreement, in which RMB600 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11.8% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

  • (7) In January 2014, the Company and Yinhua Capital signed an entrusted loan agreement, in which the Company took a loan of RMB999.26 million issued from Yinhua Capital through Bank of China for a term of two years and at a consolidated cost of 11.3% per year. As at the end of the reporting period, the said loan was still valid.

  • (8) In March 2014, the Company and Avic Trust signed a trust agreement, in which RMB500 million of debt financing was agreed on for a term of two years and at a consolidated cost of 10.8% per year. As at the end of the reporting period, the said trust agreement was still valid.

— 566 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (9) In April 2014, the Company and China Fortune International Trust signed a trust agreement, in which RMB300 million of debt financing was agreed on for a term of two years and at a consolidated cost of 10.94% per year. As at the end of the reporting period, the said trust agreement was still valid.

  • (10) In April 2014, the Company and Chongqing Water Group signed an entrusted loan agreement, in which the Company took a loan of RMB400 million issued from Chongqing Water Group through China Construction Bank for a term of two years and at a consolidated cost of 10.99% per year. As at the end of the reporting period, the said trust agreement was still valid.

  • (11) In April 2014, the Company’s holding subsidiary Jinke Zhongjun and Huarong Tianze signed a trust agreement, in which RMB490 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11% per year. As at the end of the reporting period, the said trust agreement was still valid.

  • (12) In April 2014, the Company and Founder Bea Trust signed a trust agreement, in which RMB500 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the said trust agreement was still valid.

  • (13) In May 2014, the Company and Jic Trust signed a trust agreement, in which RMB108 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the said trust agreement was still valid.

  • (14) In May 2014, the Company and Bosera Capital signed a trust agreement, in which RMB500 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11.2% per year. As at the end of the reporting period, the said trust agreement was still valid.

  • (15) In May 2014, the Company and China Orient Asset Chongqing Office signed an entrusted loan agreement, in which the Company took a loan of RMB500 million issued from China Orient Asset Chongqing Office through China CITIC Bank for a term of two years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the said loan was still valid.

  • (16) In May 2014, the Company signed relevant cooperation agreement with Pingan Dahua to take an entrusted loan of not more than RMB2.5 billion from it through Chongqing Rural Commercial Bank for a term of two years and at a consolidated cost of 11.45% per year. The loan was raised by Pingan Dahua through phased special asset management plans. As at the end of the reporting period, RMB2,203,300,000 was raised through the asset management plan and the said loan was still valid.

— 567 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (17) In June 2014, the Company’s wholly-owned subsidiary Changsha Jinke and New China Trust signed a trust agreement, in which RMB300 million of debt financing was agreed on for a term of two years and at a consolidated cost of 10.5% per year. As at the end of the reporting period, the said trust agreement was still valid.

  • (18) In July 2014, the Company and the Company’s holding subsidiary Yunnan Jinke Xinhaihui signed relevant cooperation agreement with Pingan Dahua to take an entrusted loan of not more than RMB780 million from it through Chongqing Rural Commercial Bank for a term of two years and at a consolidated cost of not more than 9% per year. The loan was raised by Pingan Dahua through phased special asset management plans. As at the end of the reporting period, RMB731,300,000 was raised through the asset management plan and the said loan was still valid.

  • (19) In July 2014, the Company’s holding subsidiary Jinan Jinke Xicheng and Sdic Trust signed a trust agreement, in which RMB400 million of debt financing was agreed on for a term of two years and at a consolidated cost of 9.5% per year. As at the end of the reporting period, the said loan was still valid.

  • (20) In July 2014, the Company signed relevant cooperation agreement with Pingan Dahua to take an entrusted loan of not more than RMB2 billion from it through China Merchants Bank for a term of two years and at a consolidated cost of 11.45% per year. The loan was raised by Pingan Dahua through phased special asset management plans. As at the end of the reporting period, RMB1,987,500,000 was raised through the asset management plan and the said loan was still valid.

  • (21) In August 2014, the Company’s wholly-owned subsidiary Jinke Hexu and China Orient Asset signed an entrusted loan agreement, in which Jinke Hexu took a loan of RMB400 million issued from China Orient Asset through Chongqing Rural Commercial Bank for a term of two years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the said loan was still valid.

  • (22) The Company’s wholly-owned subsidiary Beijing Zhanhao signed an entrusted loan agreement with Bosera Capital to take a loan of RMB1.3 billion from it through China Bohai Bank. The entrusted loan was issued in two installments: RMB300 million for a term of not more than one year and RMB1 billion for a term of not more than two years and at a consolidated cost of 9.5% per year. As at the end of the reporting period, the said loan was still valid.

Other financing projects of the Company all went well; please refer to relevant notes to this Financial Report of the Company for details.

— 568 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

Section 8 Directors, Supervisors, Senior Executives and Employees

III. Remuneration of directors, supervisors and senior executives

Decisions on, basis for and actual payment of remuneration of directors, supervisors and senior executives

During the reporting period, directors, supervisors and senior executives of the Company were paid remuneration according to relevant remuneration management rules of the Company and based on their positions other than director or supervisor.

The Company only granted allowance to independent directors according to the decisions of the general meeting, not other directors and supervisors.

Remuneration of directors, supervisors and senior executives of the Company during the reporting period

Unit: RMB’0,000

Total Actual
remuneration remuneration
Total gained gained as at
remuneration from the the end of
gained from shareholder the reporting
Name Position Gender Age Incumbent or not the Company entity period
Huang Hongyun Chairman of the Board of Male 48 Incumbent 459.52 0 276.9
Directors
Jiang Sihai Vice Chairman and Male 48 Incumbent 469.88 0 282.6
President of the Board of
Directors
Zong Shusheng Vice Chairman of the Male 46 Incumbent 299.05 0 188.65
Board of Directors
He Liwei Director and Executive Male 50 Incumbent 425.56 0 273.14
Vice President
Pan Ping Director Male 59 Incumbent 0 0 0
Nie Meisheng Independent Director Female 74 Incumbent 7.5 0 6.08
Liu Bin Independent Director Male 52 Incumbent 12 0 9.68
Yuan Xiaobin Independent Director Male 45 Incumbent 12 0 9.68
Jiang Xingcan Chairman of the Male 62 Incumbent 187.82 0 130.72
Supervisory Committee
Han Chong Supervisor Male 42 Incumbent 45.56 0 39.05
Zhou Yangmei Supervisor Female 44 Incumbent 54.21 0 45.64

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Total Actual
remuneration remuneration
Total gained gained as at
remuneration from the the end of
gained from shareholder the reporting
Name Position Gender Age Incumbent or not the Company entity period
Fu Xiaowen Supervisor Male 45 Incumbent 60.78 50.5 85.35
Chen Changfeng Employee Supervisor Female 46 Incumbent 247.46 0 171.04
Nie Ming Employee Supervisor Female 51 Incumbent 86.93 0 68.23
Chen Hong Employee Supervisor Female 46 Incumbent 56.34 0 48.03
Luo Licheng Executive President Male 49 Incumbent 389.91 0 241.67
Li Hua Vice President and Chief Male 51 Incumbent 281.45 0 187.77
Financial Officer
Yu Linqiang Vice President Male 39 Incumbent 360.28 0 222.28
Wang Hongfei Vice President Male 49 Incumbent 228.56 0 150.55
Liu Zhonghai Board Secretary Male 39 Incumbent 87.54 0 70.14
Li Yuhang Director Male 44 Resigned 0 0 0
He Wenquan Employee Supervisor Male 64 Resigned 52.03 0 42.86
Zhou Da Employee Supervisor Male 34 Resigned 80.12 0 64.71
Li Zhanhong Vice President Male 54 Resigned 70.05 0 49.76
Luo Wei Vice President Male 52 Resigned 247.89 0 167.15
Chen Xingshu Independent Director Male 52 Resigned 4.5 0 3.6
Total 4,226.94 50.5 2,835.28

Note: In the reporting period, the remuneration of Supervisor Mr. Fu Xiaowen was for his post as Senior Associate Director of the Company’s Securitisation Department as at July 2014.

Equity incentive conferred to directors, supervisors and senior executives of the Company during the reporting period

□ Applicable � Non-Applicable

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

IV. Changes of directors, supervisors and senior executives of the Company

Name Position Type Date Reason
Chen Changfeng Vice President Resigned 28 February Willingly resigned as Vice
2014 President of the Company and
acted as Deputy General
Manager of Chongqing Branch of
the Company according to the
Company’s arrangement.
Luo Licheng Executive Appointed 24 February Appointed by the Board of
President 2014 Directors of the Company
Li Zhanhong Vice President Resigned by the 13 May 2014 Term of office expired.
end of his term
Luo Licheng Director Resigned by the 13 May 2014 Term of office for the 8th Board
end of his term of Directors expired.
Pan Ping Director Elected 13 May 2014 Elected upon expiry of term of
office for the Board of Directors.
Yu Linqiang Vice President Appointed 13 May 2014 Appointed by the Board of
Directors of the Company
Wang Hongfei Vice President Appointed 13 May 2014 Appointed by the Board of
Directors of the Company
Chen Xingshu Independent Resigned by the 13 May 2014 Term of office for the 8th Board
Director end of his term of Directors expired.
Nie Meisheng Independent Elected 13 May 2014 Elected upon expiry of term of
Director office for the Board of Directors.
Pan Ping Supervisor Resigned by the 13 May 2014 Term of office for the 8th
end of his term Supervisory Committee expired.
Zhou Yangmei Supervisor Elected 13 May 2014 Elected upon expiry of term of
office for the Supervisory
Committee.
Han Chong Supervisor Elected 13 May 2014 Elected upon expiry of term of
office for the Supervisory
Committee.
Zhou Da Employee Elected 13 May 2014 Elected upon expiry of term of
Supervisor office for the Supervisory
Committee.
Fu Xiaowen Supervisor Elected 10 September Elected at the general meeting
2014 upon nomination by the
Supervisory Committee.
Chen Changfeng Employee Elected 25 September Democratically elected by the
Supervisor 2014 employees of the Company.
Nie Ming Employee Elected 25 September Democratically elected by the
Supervisor 2014 employees of the Company.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Name Position Type Date Reason
Chen Hong Employee Elected 25 September Democratically elected by the
Supervisor 2014 employees of the Company.
He Wenquan Employee Resigned 25 September Willingly resigned as Employee
Supervisor 2014 Supervisor according to work
arrangement.
Zhou Da Employee Resigned 25 September Willingly resigned as Employee
Supervisor 2014 Supervisor according to work
arrangement.
Li Yuhang Director Resigned 19 November Willingly resigned as Director of
2014 the Company according to work
arrangement.
Zong Shusheng Vice President Resigned 19 November Willingly resigned as Vice
2014 President of the Company
according to work arrangement.
Pan Ping Director Resigned 20 March 2015 Willingly resigned as Director of
the Company according to work
arrangement.
Nie Meisheng Independent Resigned 20 March 2015 Willingly resigned as
Director Independent Director of the
Company according to the
organization department’s notice
on regulating part-time job
taking of retired leading cadres.
  • V. Changes of core technical team or key technical staff in the reporting period (other than directors, supervisors and senior executives)

None

VI. Employees of the Company

As at 31 December 2014, the Company had 10,393 employees on the payroll, up 17% as compared with last year. Specifically, there were 2,997 employees in the real estate development system, 2,903 of whom have a junior college degree or above, accounting for 96.86% of the total number of employees in the system. For professional composition, the number of sales personnel, technical personnel, financial personnel and administrative personnel (including IT, law, human resources and information analysis personnel and senior executives) of the Company was 734, 1,123, 319 and 821 respectively. There were 5,925 employees in the Company’s property management system, 1,130 of whom have a junior college degree or above, accounting for 19.07% of the total number of employees in the system. There were 1,471 employees in the Company’s auxiliary industry system, 559 of whom have a junior college degree or above, accounting for 38.00% of the total number of employees in the system. The Company had no paid retired employees.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

1. Remuneration policy

According to the Labor Law , Labor Contract Law and relevant laws and regulations and in the principle of basing return on contribution and remaining competitive in the industry, the Company stuck to a labor contract system for all employees and determined employees’ remuneration by their personal ability, job responsibility, value contribution and market value. The Company has paid basic old-age insurance, medical insurance, unemployment insurance, work-related injury insurance, maternity insurance and housing provident fund for employees pursuant to relevant state and local government regulations.

2. Training programs helps staff to gain life working ability

Through effective training and education, the Company kept developing employees’ potential and helped them improve their occupational ability, occupational quality and professionalism as well as lifelong employability. In the year the Company ensured not more than 50 hours of training for managerial personnel and not more than 30 hours of training for operators. Various subsidiaries organized professional skill training and the Group organized management training, realizing 99% coverage of employee training.

Education level of employees in the real estate development system

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----- Start of picture text -----

Other
3%
Junior college
education
18%
Bachelor degree
or above
79%
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APPENDIX III

Professional composition of employees in the real estate development system

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----- Start of picture text -----

Administrative Sale
personnel personnel
27% 25%
Financial
personnel
11% Technical
personnel
27%
----- End of picture text -----

Education level of employees in the property management system

==> picture [227 x 163] intentionally omitted <==

----- Start of picture text -----

Bachelor degree
or above
10% Junior college
education
9%
Other
81%
----- End of picture text -----

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

Section 9 Corporate Governance

VIII. The evaluation and incentive mechanism for senior executives

With a complete evaluation and remuneration incentive mechanism, the Company conducted senior executive evaluation based on completion of key tasks, key performance indicators and assigned duties in the year. Remuneration of senior executives, on a post salary basis, consisted of fixed wages, bonus and social insurance & welfare; specifically, fixed wages were determined by post evaluation, job family and market position; bonus was determined by personal performance and fulfilment of job objectives; social insurance & welfare were determined by relevant regulations of the state and relevant systems of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS OF THE RESULTS OF JINKE PROPERTY FOR THE YEAR ENDED 31 DECEMBER 2015

Section 4 Management Discussion and Analysis

I. Overview

  • (I) Analysis of the real estate market in 2015

  • Analysis of the real estate market position nationwide in 2015

In 2015, to echo the main policy tone of consumption promotion and destocking, easing real estate policies on the supply and demand sides were frequently rolled out, resulting in a stable increase in both sales volume and price and significantly improving the policy environment for industry operation. During the reporting period, the Central Government built an easing market environment through several rounds of cuts in RRR and interest rate and other measures including reduction of down payment for the first and second housings, tax reduction and exemption and lowering of access threshold; local policies also experienced flexible adjustments to stimulate consumption by multiple measures including tax reduction and exemption, fiscal subsidy, and cancellation of housing purchase quota and price restriction. Meanwhile, local governments further improved the market environment by controlling land supply, intensifying the monetized resettlement of low-income housings, and promoting long-effective mechanism including the household registration system and reform in housing provident fund. Multiple rounds of policy mix laid a foundation for a warming housing market.

Data from the National Bureau of Statistics showed that in 2015 the real estate development investment nationwide came up to RMB9,597.9 billion, representing a nominal growth of 1.0% (or actual growth of 2.8% with price put aside) as compared with last year, and the growth rate was 9.5 ppts less than that in the preceding year. In particular, residential investment increased 0.4% to RMB6,459.5 billion. Sold GFA of commodity housing nationwide rose 6.5% from last year to 1,284.95

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

million m[2] , of which, the sold GFA of residential housing grew 6.9%; sales amount of commodity housing increased 14.4% to RMB8,728.1 billion, of which, the sales amount of residential housing grew 16.6%. In 2015, the real estate sales markets across the country warmed up but the investment growth inched down as indicated in data.

2. Analysis of the real estate markets around the major projects of the Company

As at the end of the reporting period, the Company has carried out real estate business in 12 provinces (cities). During the reporting period, the contracted real estate sales amount of the Company mainly came from Chongqing, Beijing, Suzhou and Qingdao. The real estate market positions in these cities in 2015 are roughly as follows:

Transaction The The
**area ** of land for Sold GFA of Sales amount Company’s Contracted Company’s
commodity Newly In-construction Completed commodity of commodity contracted amount of market
City housing started GFA GFA GFA housing housing sold GFA the Company share
(0’000 m2) (0’000 m2) (0’000 m2) (0’000 m2) (0’000 m2) (RMB’00 (0’000 m2) (RMB’00 (%)
million) million)
Chongqing 3,726.89 5,810.85 28,985.67 4,630.29 5,381.37 2,952.21 198.4 107.6 3.69
Suzhou 1,078.05 2,153.41 11,285.85 1,653.14 2,133.73 2,200.00 18.96 18.95 0.89
Beijing 555.17 2,706.91 12,993.08 2,631.45 1,554.25 3,517.65 14.44 26.42 0.93
Qingdao 642.27 1,962.07 8,971.23 1,523.35 1,418.58 1,262.86 19.14 19.53 1.35

Note: The aforesaid data are from China Index Academy and the Company

(II) Summary of the Company’s operation during the reporting period

1. The Company’s overall operation during the reporting period

During the reporting period, the Company made concerted efforts to overcome difficulties, actively adapted itself to the new normal economy, further promoted transformation and upgrading and comprehensively deepened reform and innovation. These efforts helped the Company maintain advancement amid stability in a complicated market environment.

I. The Company’s earnings grew steadily. In 2015, the Company posted operating revenue of RMB19,399 million, up 11.98% year on year, and net profit of RMB1,234 million, up 42.99% year on year; in particular, the net profit attributable to shareholders of the listed company was RMB1,123 million (with the effect of perpetual bonds excluded), up 23.74% year on year.

The large increase of the earnings in the current period was mainly caused by high gross margin of the carryover items in the current period. Various business segments of the Company posted a combined sales amount of about RMB23.8 billion, representing a year-on-year rise of about 4%; in particular, the real estate sector recorded contracted sales amount of about RMB22.1 billion, up

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

approximately 5% year on year, and contracted sold GFA of about 3.32 million m[2] , up approximately 3% year on year. In full-year 2015, the newly started GFA came in at about 3.32 million m[2] , completed GFA was approximate to 4.07 million m[2] and booked GFA was about 2.86 million m[2] ; 75 projects were under construction at the end of 2015, with in-construction GFA of about 13.02 million m[2] .

II. Upgrading and transformation was sped up. The Company sped up integrated community services and positively pushed forward low-cost expansion. By undertaking management projects from external parties and improving service contents, the operation efficiency was further enhanced. In 2015, the property management company logged operating revenue of RMB589 million, representing a year-on-year increase of 35.52%, and net profit of RMB48 million, representing a year-on-year increase of 152%. The Company accelerated the development of industrial real estate projects. Following the landing of the Changsha Science and Technology City Project, the first big health industrial real estate project was successfully signed and was put into operation in Liangjiang New District, Chongqing in February 2016. Besides, the Company also made efforts to steadily promote new energy business, set up new energy industrial fund and positively explore light-asset operation mode.

III. Evident results were achieved in asset management. While ensuring project development loan and other traditional financing methods, the Company also stepped up direct financing from capital markets and inter-bank markets and acquired direct financing of RMB12.3 billion. The Company completed public and non-public issue of corporate bonds of RMB3.25 billion, issued medium-term notes of RMB2.1 billion and financed RMB1.5 billion through innovative securitization of property income asset, which not only effectively lowered the Company’s comprehensive financing cost but also improved the Company’s liability structure. In 2015, private equity placement was advanced amid stability. In 2015, sales proceeds of the Company were RMB24.2 billion, up 17% year on year; net operating cash flow turned from negative to positive, up 105% year on year. At the end of the period, the balance of monetary funds was RMB9.4 billion, up 25% year on year, scaling a new high. Cash flow continuously got better, further enhancing the debt repayment ability.

IV. Management mechanism was further improved. During the reporting period, the Company launched the real estate project follow-up investment system, and core managers in various regions implemented 12 follow-up investment projects, which fully mobilized the initiative of the project operating teams and further enhanced the operation quality and efficiency of the projects. Under the restricted equity incentive plan, the Company issued 191.44 million restricted shares to 147 incentive targets, which effectively combined shareholders’ interests with the interests of the Company and employees. The follow-up investment system and equity incentive mechanism adopted by the Company further improved the Company’s long-effective management and incentive mechanism and put the Company’s long-term development into a common concern.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

V. Reforms in major fields were further strengthened. First, the Company carried out major reforms in the real estate business management-control mode following the general principle of “making a strong presence in regions with a focus on the Group”. The Group changed the management-control mode for real estate business from “business-based control” to “strategy and core business-based control”. Second, firmly following staff reform, project, strategic thinking and implementation, the Company worked out the top-level design for reform in the fields of preliminary work, R&D positioning and design management and conducted balanced promotion of 77 reform tasks.

VI. Brand influence was continuously built up. During the reporting period, according to the third-party selection results, the Company was listed into “China’s Top 20 Real Estate Developers” for five years in a row, and Jinke Property won the honor of “China’s Top 10 Preferred Property Brand in Real Estate Services”; the Company entered the list of “China’s Top 100 Real Estate Enterprises” for 11 consecutive years and ranked No. 15 in comprehensive strength, and other awards included “China’s Top 100 Real Estate Enterprises in 2015 — Top 10 in Robustness”, “China’s Top 30 Commercial Real Estate Enterprises”, “China’s Top 20 Real Estate Listed Companies in Comprehensive Strength in 2015”, “China’s Top 20 Real Estate A-share Enterprises in 2015”, etc.

VII. Corporate governance was continuously enhanced. The Board of Directors, the Supervisory Committee and the general meeting operated healthily. During the reporting period, the Company convened 12 meetings of the Board of Directors, 6 meetings of the Supervisory Committee and 10 general meetings; the Company was independent from the controlling shareholders in business, personnel, assets, organization and finance and had independent and integral business and management capabilities; the Company strictly observed various rules on the listed companies, and disclosed information in a prompt, accurate and complete manner.

VIII. Investor relations management was significantly effective. The Company constantly reinforced the investor relations management. This year, at the 11th Gold Prize of Round Table of the Board of Directors of China’s Listed Companies election ceremony, the Board of Directors of the Company won the honour of “Excellent Board of Directors”, and the Board secretary was awarded as “Most Innovative Board Secretary”. Moreover, the Company won the Finalist Award of the Investors’ Most Respected Listed Company in 2015 issued by China Association for Public Companies, and the Board secretary received a prize for best investor relations at the 17th Golden Bull Award for China’s Listed Companies and won the 5th-straight title of “Golden Board Secretary” granted by New Fortune .

IX. Other businesses fared well. The Company continued to reinforce management of other businesses, and the operation management in respect of landscaping, hotel and doors & windows businesses was improved on a constant basis, lending support to the development of main businesses.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

  1. Operation and development of the Company’s real estate projects during the reporting period

  2. (1) The Company’s land reserves

By the end of the reporting period, the buildable area of the Company’s land reserve was 16.99 million m[2] . The new land reserves during the reporting period are as follows:

SN
Land name
Region
Equity
percentage
Land area
(m2)
1
Ruichang Road Project in Qingdao
Qingdao, Shandong
100%
65,239
2
Wujiaqu Project in Urumqi
Urumqi, Xinjiang
51%
95,846
3
Daqiu Project in Kai County,
Chongqing
Chongqing
100%
72,480
4
Changsha Science and Technology
City Project
Changsha, Hunan
55%
333,998
5
Dazhulin Project in Chongqing
Chongqing
100%
276,230
6
New Wushan County Project in
Chongqing
Chongqing
100%
292,066
7
Luzhi Project in Suzhou
Suzhou, Jiangsu
100%
52,969
8
Suzhou West Road project
Urumqi, Xinjiang
100%
149,227
9
Nanhu Phase II Project in Fuling,
Chongqing
Chongqing
100%
99,268
Total
1,437,323
Capacity
building
area
(m2)
213,499
143,769
196,256
681,270
753,236
963,818
95,343
149,227
198,537
3,394,955

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Actual investment amount as at the end of the reporting period (RMB’0,000) 196,315.68 140,443.88 15,711.93 621,207.59 243,617.92 195,830.97 84,372.56 299,409.85 110,788.19 248,171.37 131,056.51
Estimated total project investment amount (RMB’0,000) 494,499.00 304,850.00 403,887.00 720,000.00 465,800.00 429,228.00 290,000.00 359,831.00 246,593.00 287,247.52 210,840.80
Cumulative completed GFA as at the end of the reporting period (m2) 1,318,835.00 365,534.00 281,771.00 146,939.00 696,561.00 103,817.00
GFA (m2) 1,093,584.00 821,999.00 963,818.00 1,835,796.00 1,543,273.00 946,065.00 617,359.00 526,948.00 639,680.00 891,924.00 718,608.00
Capacity building area (m2) 899,542.00 701,834.00 963,818.00 1,492,616.00 1,324,619.00 830,517.00 532,919.00 413,831.00 505,922.00 750,328.00 572,333.00
Land area (m2) 341,831.00 329,915.00 292,066.00 681,649.00 518,818.00 333,521.00 191,082.00 230,218.00 259,758.00 213,129.00 323,921.00
Equity percentage 51% 60% 100% 100% 80% 100% 100% 100% 100% 100% 100%
Progress Under construction Under construction Not commenced Under construction Under construction Under construction Under construction Under construction Under construction Under construction Under construction
Region Chongqing Chongqing Chongqing Chongqing Chongqing Chongqing Chongqing Chongqing Chongqing Chongqing Chongqing
Business type Residential Residential Residential Residential Residential Residential Residential Residential Residential Residential Residential
Project Changshou World City Yunyang World City Wushan Jinke City Chongqing Bridge Village Xiyong Tianchen Rongchang World City Nanchuan World City Chongqing Jinke Leijiaqiao Fuling Central Park Kaizhou City Jiangjin Central Park
SN 1 2 3 4 5 6 7 8 9 10 11

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Actual investment amount as at the end of the reporting period (RMB’0,000) 96,030.71 57,096.99 141,552.77 229,689.00 204,393.97 248,037.52 68,076.26 37,486.54 135,744.83 196,555.07 119,506.11
Estimated total project investment amount (RMB’0,000) 247,600.00 250,000.00 240,392.00 306,011.00 387,420.00 358,772.00 300,000.00 210,743.00 229,411.00 209,369.40 220,000.00
Cumulative completed GFA as at the end of the reporting period (m2) 173,878.00 296,145.00 90,948.00 21,802.00 376,931.00
GFA (m2) 498,277.00 600,974.00 736,645.00 793,736.00 540,885.00 867,201.00 753,236.00 663,466.00 492,872.00 376,931.00 259,849.00
Capacity building area (m2) 393,969.00 497,924.00 625,927.00 673,801.00 492,614.00 738,355.00 753,236.00 647,266.00 418,045.00 359,095.00 218,920.00
Land area (m2) 189,543.00 197,570.00 194,927.00 259,248.00 150,851.00 396,067.00 276,230.00 333,998.00 94,118.00 310,029.00 62,768.00
Equity percentage 51% 100% 100% 100% 51% 100% 100% 55% 100% 100% 51%
Progress Newly started Under construction Under construction Under construction Under construction Under construction Not commenced Not commenced Under construction Completed Not commenced
Region Chongqing Chongqing Chongqing Chongqing Chongqing Chongqing Chongqing Changsha, Hunan Changsha, Hunan Changsha, Hunan Kunming, Yunnan
Business type Residential Residential Residential Residential Residential Residential Residential Residential Residential Residential Residential
Project Jinke Nanhu Project Fengdu Golden Coast Dazu Central Park Bishan Central Park Jinke Times Center Beibei Jinke City Jinke Tianyuan Road Changsha Science and Technology City Project Changsha Jinke Center Changsha Flourishing Oriental Courtyard Yunnan Jinke Times Center
SN 12 13 14 15 16 17 18 19 20 21 22

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Actual investment amount as at the end of the reporting period (RMB’0,000) 54,817.09 121,283.94 50,699.42 184,738.38 457,936.80 215,182.56 146,699.46 311,843.14 128,624.54 342,122.47 71,023.50
Estimated total project investment amount (RMB’0,000) 337,391.33 226,414.56 232,301.00 187,048.01 515,579.11 235,015.33 261,699.00 370,598.00 195,651.00 956,673.00 255,744.00
Cumulative completed GFA as at the end of the reporting period (m2) 394,648.00 460,371.00 415,350.00 169,954.00 287,269.00
GFA (m2) 642,366.00 347,420.00 528,018.00 394,648.00 710,400.00 466,242.00 382,541.00 289,498.00 305,681.00 1,452,242.00 897,386.00
Capacity building area (m2) 642,366.00 245,706.00 443,904.00 292,244.00 521,472.00 362,169.00 277,216.00 265,645.00 223,526.00 1,133,327.00 734,798.00
Land area (m2) 160,592.00 62,079.00 166,410.00 155,084.00 206,455.00 142,694.00 105,704.00 176,304.00 65,239.00 269,988.00 368,482.00
Equity percentage 51% 100% 100% 100% 100% 100% 100% 100% 100% 51% 100%
Progress Not commenced Under construction Under construction Completed Under construction Under construction Under construction Under construction Newly started Under construction Under construction
Region Xianyang, Shaanxi Xi’an, Shaanxi Rugao, Jiangsu Jiangyin, Jiangsu Wuxi, Jiangsu Wuxi, Jiangsu Wuxi, Jiangsu Suzhou, Jiangsu Qingdao, Shandong Jinan, Shandong Zunyi, Guizhou
Business type Residential Residential Residential Residential Residential Residential Residential Residential Residential Residential Residential
Project Shaanxi World City Shaanxi Nature City Rugao World City Jiangyin Oriental Mansion Wuxi Chengnan Aristocratic Family Milan Garden Wuxi Wealth Commercial Plaza Suzhou Scene Mansion Qingdao Jinke Star Jinan Jinke World City Zunyi Central Park
SN 23 24 25 26 27 28 29 30 31 32 33

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Actual investment amount as at the end of the reporting period (RMB’0,000) 197,203.13 306,838.74 419,275.75 242,767.30
Estimated total project investment amount (RMB’0,000) 198,982.00 325,126.00 486,191.00 258,077.00
Cumulative completed GFA as at the end of the reporting period (m2) 250,628.00 98,584.00 174,046.00
GFA (m2) 346,783.00 296,391.00 187,077.00 174,046.00
Capacity building area (m2) 322,363.00 235,485.00 153,061.00 143,796.00
Land area (m2) 370,803.00 80,118.00 152,307.00 113,707.00
Equity percentage 100% 100% 100% 100%
Progress Under construction Newly started Under construction Completed
Region Chengdu, Sichuan Beijing Beijing Beijing
Business type Residential Residential Residential Residential
Project Chengdu Bridge Village Beijing Nature City Beijing Napa House Beijing Bridge Garden
SN 34 35 36 37

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

(3) Sales of major real estate projects

GFA with
pre-sale
permit Settled GFA
Total during the during the
Business Equity saleable reporting reporting
SN Project type Region percentage GFA period period
(m2) (m2) (m2)
1 Bishan Central Park Residential Chongqing 100% 410,365 29,980 93,445
2 Chongqing Jinke Leijiaqiao Residential Chongqing 100% 338,010 35,452 116,511
3 Jiangjin Central Park Residential Chongqing 100% 268,405 77,292 71,581
4 Jinke Konggang City Residential Chongqing 51% 81,540 81,540
5 Chongqing Bridge Village Residential Chongqing 100% 1,436,329 79,921 329,777
6 Nanchuan World City Residential Chongqing 100% 139,605 108,445
7 Jinke Xiyong Tianchen Residential Chongqing 80% 354,993 194,702
8 Changshou World City Residential Chongqing 51% 270,473 127,080
9 Fuling Nature City Residential Chongqing 51% 340,492 78,651 125,776
10 Dazu Central Park Residential Chongqing 100% 330,384 60,900 120,561
11 Rongchang World City Residential Chongqing 100% 455,563 43,488 87,837
12 Kaizhou City Residential Chongqing 100% 779,572 82,871 220,167
13 Kaizhou Wealth Center Residential Chongqing 100% 393,940 165,530 234,472
14 Yunyang Jinke World City Residential Chongqing 60% 332,133 214,815
15 Zunyi Jinke Central Park Residential Zunyi 100% 205,229 105,066
16 Suzhou World View Residential Suzhou 100% 116,851 101,738
17 Suzhou Scene Mansion Residential Suzhou 100% 204,533 40,178
18 Suzhou Nature Garden Residential Suzhou 100% 255,856 55,006 110,871
19 Wuxi Chengnan Aristocratic Residential Wuxi 100% 469,823 40,175 32,306
Family
20 Neijiang New City Center Residential Neijiang 70% 243,604 60,442
21 Beijing Jinke Nature City Residential Beijing 100% 100,928 100,928
22 Jinan Jinke World City Residential Jinan 51% 395,717 163,828
23 Xinjiang Jinke Bridge Village Residential Urumqi 51% 247,559 63,464 17,623

— 584 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (4) Main rent projects

Equity

SN Project

SN Project Business type Region percentage Floor area Rental rate (m[2] ) 1 Jinke International Plaza Commercial Yubei District, Chongqing 100% 106,927.62 100% 2 Fuling World Corridor B Commercial Fuling District, Chongqing 100% 94,089.73 82.17%

  • (5) Corporate financing

SN Project

  • 1 Bank loans

  • 2 Loans from non-bank financial institutions 3 Bonds Total

Balance at the Financing Term end of the period cost range structure (RMB) 18,132,229,999.99 5%-7% 1-7 years 13,487,989,600.00 7%-11.5% 1-4 years 6,850,000,000.00 5.5%-7% 1-5 years 38,470,219,599.99

  • (6) Income and cost statements of major projects
Gross
SN Region Business type Project Operating revenue Operating cost margin
(RMB) (RMB)
1 Chongqing Residential Bishan Central Park 471,675,331.00 370,311,560.81 21.49%
2 Chongqing Residential Jiangjin Central Park 405,317,403.00 318,658,205.51 21.38%
3 Chongqing Residential Bridge Village 1,992,656,454.00 1,241,528,643.70 37.69%
4 Chongqing Residential Fuling Nature City 732,371,245.45 499,202,104.17 31.84%
5 Chongqing Residential Dazu Central Park 727,448,617.92 546,302,940.12 24.90%
6 Chongqing Residential Rongchang World 424,207,950.53 313,786,401.71 26.03%
City
7 Chongqing Residential Kaizhou City 1,283,848,604.85 688,528,740.90 46.37%
8 Chongqing Residential Kaizhou Wealth 1,404,689,692.00 710,337,062.12 49.43%
Center
9 Jiangsu Residential Suzhou Jinke Palace 754,963,243.00 621,409,733.00 17.69%
10 Jiangsu Residential Suzhou Nature City 899,194,119.00 705,081,719.17 21.59%
11 Jiangsu Residential Wuxi World City 330,193,885.00 263,220,872.98 20.28%
12 Beijing Residential Beijing • Jinke 1,387,868,658.00 978,641,920.82 29.49%
Bridge Garden
13 Sichuan Residential Chengdu • Jinke 726,820,797.96 608,113,470.28 16.33%
Center

— 585 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS

OF JINKE PROPERTY

Gross
SN Region Business type Project Operating revenue Operating cost margin
(RMB) (RMB)
14 Chongqing Residential Chongqing 647,815,208.62 496,277,639.36 23.39%
Changshou • Jinke
Sunshine Town
15 Chongqing Residential Chongqing 618,379,723.19 439,687,819.60 28.90%
Yongchuan • Jinke
Sunshine Town
16 Chongqing Residential Chongqing Hechuan 616,800,697.00 422,768,174.96 31.46%
• Jinke World City
17 Chongqing Residential Chayuan Central 1,099,556,896.00 1,133,338,529.48 -3.07%
Imperial Garden
18 Chongqing Residential Chongqing • Jinke 580,388,883.00 367,018,429.18 36.76%
Jiangjin World City
19 Jiangsu Residential Jiangyin • Oriental 569,282,059.00 466,968,190.41 17.97%
Courtyard
20 Jiangsu Residential Zhangjiagang • 249,615,869.00 185,378,572.49 25.73%
Bridge Court
21 Chongqing Residential Chongqing • Jinke 248,970,926.00 199,670,895.18 19.80%
Times Center

3. New energy business

(1) New energy operation

In December 2014, the Company formally entered the new energy (wind) power generation industry by acquiring Xinjiang Huaran Oriental New Energy Co., Ltd. During the reporting period, regarding the Yandun-based wind power project of Huaran Oriental, the phase II wind power generators with a capacity of 100,000 kw and Phase III wind power generators with a capacity of 50,000 kw were connected to the grid to generate power in April and October 2015 respectively.

By the end of the reporting period, 200,000 kw wind power generators of Huaran Oriental were all connected to the grid to generate power and worked well. During the reporting period, the Jingxia wind power project declared by Kumul Huaran Oriental Jingxia Wind Power Generation Co., Ltd., the wholly-owned subsidiary of Huaran Oriental, was approved by Xinjiang Uygur Autonomous Region Development and Reform Commission, involving a total installed capacity of 200,000 kw and total investment of RMB1,565 million. The photovoltaic power generation project in Zhongzhi, Wulian, Shandong declared by Jinke New Energy was registered and filed by Rizhao Municipal Development and Reform Commission, with a total installed capacity of 20,000 kw and total investment of RMB153 million. At present, power generators for the two new energy power generation projects were under preparation.

— 586 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

During the reporting period, Huaran Oriental generated power of 479.35 million kwh, including on-grid power of 247.96 million kwh and losses from power rationing of 231.39 million kwh, with a power rationing loss ratio of 48.27%. As at the end of the reporting period, Huaran Oriental posted total assets of RMB1,664.82 million and net assets of RMB383.06 million. The operating revenue in 2015 was RMB121.97 million.

(2) Main causes for worse-than-expected operating results

Since Jinke New Energy completed acquisition of Huaran Oriental, its management team has been working conscientiously and diligently, with a view to further improving the operating results of Huaran Oriental. However, given weak growth of power consumption in the whole society in 2015, especially Xinjiang Power Grid’s vigorous efforts to build outward transmission channels and looped network across Xinjiang, power transmission of the whole network was affected. In addition, force majeure such as repeated issue of notice by State Grid Xinjiang Electric Power Company Control Center about analysis test of power grid oscillation disturbance source, overhaul of essential power grid equipment and Tianshan-Zhongzhou DC power transmission system, and peak shaving of power grid led to serious power rationing of Huaran Oriental in the reporting period, with a power rationing loss rate of 48.27% (the average power rationing loss rate was 2.03% in 2014). As a result, the operating results in the reporting period were lower than expected.

(3) Countermeasures taken by the Company

Given the abovementioned objective conditions, the Company and China Merchants Kunlun Capital Co., Ltd. (CMK Capital) (the original shareholder of Huaran Oriental), upon repeated negotiation and discussion, finally made adjustments regarding the original acquisition matters via a package deal including reduction of original acquisition price, capital increase and joint investment of the original shareholders’ related parties for new energy industry fund and cancellation of performance undertakings. With the completion of construction of new outward transmission channels of Xinjiang Power Grid and looped network across Xinjiang, Huaran Oriental’s power rationing will be obviously improved. Meanwhile, to effectively control investment risks, the Company adjusted the progress of new energy investment and main investment modes in due time, so as to steadily propel new energy development. In December 2015, the Company and its partners including CMK Capital jointly funded Jinke new energy industry fund. As at the reporting date, the fund (namely, Xinjiang Jinke New Energy Equity Investment Partnership (limited partnership)) had been established, RMB401 million contributed by all the partners had been in place and the fund-related work was under way. In the future, the total fund size will be increased according to investment needs and subsequent fund raising of managing partners. By establishing industry fund, the Company can not only broaden the fund and project channels for new energy development and achieve synergy with the Company’s existing new energy business, but also leverage the partners’ resource advantages and industry investment experience to incubate quality projects in the new energy field and lock them by means of pre-emptive right, so as to expand and consolidate the new energy sector.

— 587 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

II. Analysis of main businesses

1. Overview

  • Refer to the contents of “I. Overview” in “Management Discussion and Analysis”.

2. Revenue and cost

  • (1) Composition of operating revenue

Unit: RMB

2015 2015 2014 2014
Percentage Percentage Year-on-
in the in the year
operating operating increase/
Amount revenue Amount revenue decrease
Total operating revenue 19,398,573,320.90 100% 17,323,507,266.17 100% 11.98%
By sector
Real estate sales 18,033,959,311.54 92.96% 15,826,213,813.90 91.36% 13.95%
Property management 588,934,957.61 3.04% 434,578,287.97 2.51% 35.52%
Hotel operation 201,973,043.37 1.04% 145,435,930.10 0.84% 38.87%
New energy 121,968,406.24 0.63%
Landscaping and others 451,737,602.14 2.33% 917,279,234.20 5.29% -50.75%
By product
Real estate sales 18,033,959,311.54 92.96% 15,826,213,813.90 91.36% 13.95%
Property management 588,934,957.61 3.04% 434,578,287.97 2.51% 35.52%
Hotel operation 201,973,043.37 1.04% 145,435,930.10 0.84% 38.87%
New energy 121,968,406.24 0.63%
Landscaping and others 451,737,602.14 2.33% 917,279,234.20 5.29% -50.75%
By region
Chongqing 15,069,887,440.51 77.69% 12,737,670,545.39 73.53% 18.31%
Jiangsu 2,910,015,099.00 15.00% 2,514,342,102.42 14.51% 15.74%
Other regions 1,418,670,781.39 7.31% 2,071,494,618.36 11.96% -31.51%

— 588 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (2) Sectors, products or regions from which the revenues account for over 10% of the Company’s operating revenue or operating profit

  • Applicable □ Not Applicable

Unit: RMB

Increase/
decrease in Increase/
operating decrease in
revenue operating cost Increase/decrease
as compared as compared in gross margin as
with the same with the same compared with the
Gross period of the period of the same period of the
Operating revenue Operating cost margin preceding year preceding year preceding year
By sector
Real estate sales 18,033,959,311.54 13,097,536,021.97 27.37% 13.95% 7.42% Increase of 4.42%
By product
Real estate sales 18,033,959,311.54 13,097,536,021.97 27.37% 13.95% 7.42% Increase of 4.42%
By region
Chongqing 15,069,887,440.51 11,015,797,915.43 26.90% 18.31% 13.97% Increase of 2.78%
Jiangsu 2,910,015,099.00 2,238,106,415.66 23.09% 15.74% 10.31% Increase of 3.78%

As the statistical calibre of main business data of the Company was adjusted in the reporting period, the main business data are those adjusted as per the calibre at the end of the reporting period in the past one year

□ Applicable � Not Applicable

  • (3) Whether the Company’s sales revenue from material objects is higher than labour service revenue

� Yes □ No

Year-on-year
increase/
Sector Item Unit 2015 2014 decrease
Real estate development Contracted sales area 0,000 M2 332 322 3.11%
Contracted sales RMB’0,000 221 210 5.24%
amount

— 589 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

Description of reasons for a year-on-year change of over 30% in relevant data

□ Applicable � Not Applicable

  • (4) Performance of major sales contracts signed by the Company as at the reporting period

□ Applicable �Not Applicable

  • (5) Composition of operating revenue

Sector and product classification

Unit: RMB

2015 2015 2014 2014
Percentage Percentage Year-on-
in the in the year
operating operating increase/
Sector Item Amount cost Amount cost decrease
Real estate sales Real estate development 13,097,536,021.97 94.31% 12,193,291,958.81 91.43% 7.42%
Property management Property management 452,045,818.68 3.26% 348,305,539.15 2.61% 29.78%
Hotel operation Hotel operation 63,023,806.93 0.45% 35,794,789.06 0.27% 76.07%
New energy New energy 44,509,612.98 0.32%
Landscaping and others Landscaping and others 229,888,396.42 1.66% 759,266,234.19 5.69% -69.72%

Unit: RMB

2015 2015 2014 2014
Percentage Percentage Year-on-
in the in the year
operating operating increase/
Product Item Amount cost Amount cost decrease
Real estate sales Real estate development 13,097,536,021.97 94.31% 12,193,291,958.81 91.43% 7.42%
Property management Property management 452,045,818.68 3.26% 348,305,539.15 2.61% 29.78%
Hotel operation Hotel operation 63,023,806.93 0.45% 35,794,789.06 0.27% 76.07%
New energy New energy 44,509,612.98 0.32%
Landscaping and others Landscaping and others 229,888,396.42 1.66% 759,266,234.19 5.69% -69.72%

— 590 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

(6) Whether the consolidation scope changed in the reporting period

  • Yes □ No

See the Company’s financial report and note 6 to the consolidated financial statements for details.

  • (7) Material changes or adjustments in the Company’s businesses, products or services in the reporting period

□ Applicable � Not Applicable

(8) Information about main customers and main suppliers

Information about the Company’s main customers

Total amount of sales to the top 5 customers (RMB) 286,571,344.69 Percentage of the total amount of sales to the top 5 customers in the annual total sales amount 1.48%

Information about the Company’s top 5 customers

Percentage in the annual Percentage in the annual
SN Name of customer Sales volume total sales volume
(RMB)
1 Customer 1 121,968,406.24 0.64%
2 Customer 2 60,000,000.00 0.31%
3 Customer 3 39,566,448.50 0.20%
4 Customer 4 33,185,499.86 0.17%
5 Customer 5 31,850,990.09 0.16%
Total 286,571,344.69 1.48%

Other information about the main customers

□ Applicable � Not Applicable

Information about the Company’s main suppliers

Total amount of purchase from the top 5 suppliers (RMB) 3,205,597,328.70
Percentage of the total amount of purchase from the top 5 suppliers
in the annual total purchase amount 26.40%

— 591 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Information about the Company’s top 5 suppliers

Percentage in annual
SN Name of supplier Purchase amount total purchase amount
(RMB)
1 Supplier 1 1,037,495,699.62 8.54%
2 Supplier 2 869,987,653.45 7.17%
3 Supplier 3 498,168,530.17 4.10%
4 Supplier 4 445,867,488.94 3.67%
5 Supplier 5 354,077,956.52 2.92%
Total 3,205,597,328.70 26.40%

Other information about the main suppliers

□ Applicable � Not Applicable

3. Expenses

Unit: RMB

Year-on-year
increase/ Description of
2015 2014 decrease material changes
Sales expenses 693,511,364.21 638,071,318.92 8.69%
Management expenses 922,634,484.07 719,321,145.66 28.26% It is primarily because
the increased regional
expansion and
development projects in
the current period led
to increase in employee
remuneration and
management cost
Financial expenses 268,251,960.03 162,979,839.75 64.59% It is primarily because
of increase in
interest-converted
expense after
completion of
construction of projects
in the current period

— 592 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

4. R&D investment

□ Applicable � Not Applicable

  1. Cash flow
Unit: RMB
Year-on-year
increase/
Item 2015 2014 decrease
Subtotal of cash inflows from 27,149,506,802.23 24,494,383,530.50 10.84%
operating activities
Subtotal of cash outflows for 26,737,236,774.52 32,879,146,530.58 -18.68%
operating activities
Net cash flows from operating 412,270,027.71 -8,384,763,000.08 104.92%
activities
Subtotal of cash inflows from 67,189,911.11 565,873,679.63 -88.13%
investing activities
Subtotal of cash outflows for 1,032,413,767.65 1,246,748,737.74 -17.19%
investing activities
Net cash flows from investing -965,223,856.54 -680,875,058.11 -41.76%
activities
Subtotal of cash inflows from 31,622,219,872.03 31,692,592,094.80 -0.22%
financing activities
Subtotal of cash outflows for 28,907,244,532.75 21,534,485,363.70 34.24%
financing activities
Net cash flows from financing 2,714,975,339.28 10,158,106,731.10 -73.27%
activities
Net increase in cash and cash 2,162,021,510.45 1,092,468,672.91 97.90%
equivalents

Description of main reasons for material year-on-year changes in relevant data

� Applicable □ Not Applicable

Increase in net cash flows from operating activities is primarily due to increase in sales proceeds and decrease in land expense; decrease in net cash flows from investing activities is primarily due to decrease in cash received in the investment recovered in the current period; increase in subtotal of cash outflows for financing activities is primarily due to increase in repayment of loans in the current period; decrease in net cash flows from financing activities is primarily due to increase in repayment of loans in the current period;

— 593 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Description of reasons for big difference between the Company’s net cash flows from operating activities in the reporting period and net profit in the current year

□ Applicable � Not Applicable

III. Analysis of non-main businesses

□ Applicable � Not Applicable

IV. Assets and liabilities

  1. Material changes in asset composition

Unit: RMB

End of 2015 End of 2015 End of 2014 End of 2014
Percentage Percentage Increase/
in total in total decrease in Description of
Amount assets Amount assets percentage material changes
Monetary fund 9,389,188,261.83 9.83% 7,527,131,604.31 9.17% 0.66%
Accounts receivable 729,045,821.34 0.76% 709,008,179.14 0.86% -0.10%
Inventories 72,163,859,948.41 75.52% 62,262,559,625.16 75.87% -0.35%
Investment properties 2,888,950,566.79 3.02% 2,905,436,061.00 3.54% -0.52%
Long-term equity 391,087,261.46 0.41% 336,774,746.08 0.41% 0.00%
investments
Fixed assets 2,528,455,846.44 2.65% 1,132,931,471.61 1.38% 1.27%
Construction in 158,257,610.66 0.17% 653,283,292.96 0.80% -0.63%
progress
Short-term borrowings 1,881,600,000.00 1.97% 2,206,670,000.00 2.69% -0.72%
Long-term borrowings 13,294,059,999.99 13.91% 21,311,210,000.00 25.97% -12.06% It is primarily
because the
long-term
borrowings maturing
within one year was
stated as non-current
liabilities maturing
within one year at
the beginning of the
year
Non-current liabilities 18,099,147,400.00 18.94% 8,831,319,600.00 10.76% 8.18% Same as above
maturing within one
year
Bonds payable 5,313,257,329.71 5.56% 0.00 0.00% 5.56% It is primarily
because of issuance
of bonds by the
Company in the
current period

— 594 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

2. Assets and liabilities measured at fair value

  • Applicable □ Not Applicable

Unit: RMB

Gains/losses Provision for
from change Cumulative depreciation
Amount at the in fair value changes in fair withdrawn in Purchase Sales amount Amount at
beginning of in the current value stated the current amount in the in the current the end of
Item the period period as equity period current period period the period
Financial assets
Investment properties 2,905,436,061.00 39,863,547.99 620,872,917.24 2,888,950,566.79
Total 2,905,436,061.00 39,863,547.99 620,872,917.24 2,888,950,566.79
Financial liabilities 0.00 0.00

Whether material changes appeared in the measurement attributes of the Company’s major assets in the reporting period

□ Yes � No

V. Investment

I. Overview

  • Applicable □ Not Applicable

Investment in the Investment in the same reporting period period of the preceding year Change (RMB) (RMB) 748,817,400.00 10,000,000.00 7,388.17%

  1. Major equity investments obtained in the reporting period

  2. Applicable � Not Applicable

  3. Major ongoing non-equity investments in the reporting period

  4. Applicable � Not Applicable

— 595 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

4. Financial assets investment

  • (1) Securities investment

□ Applicable � Not Applicable

The Company did not make any securities investment in the reporting period.

(2) Derivatives investment

□ Applicable � Not Applicable

The Company did not make any derivatives investment in the reporting period.

5. Use of raised funds

  • Applicable □ Not Applicable

(1) General use of raised funds

  • Applicable □ Not Applicable

Unit: RMB’0,000

Percentage of
Total amount Accumulated accumulated Amount of
Total amount Total amount of raised funds total amount total amount Intended use raised funds
of raised funds of raised funds with purpose of raised funds of raised funds Total amount and direction of that have been
**Year ** of Way of Total amount used in the accumulatively changed in the with purpose with purpose of raised raised funds laid idle for
**fund ** raising fund raising of raised funds current period used reporting period changed changed funds unused unused over two years
2014 Non-public 217,233.28 52,643.22 141,828.43 0 0 0.00% 75,404.85 Deposited in the 0
issuance of special account
ordinary shares for raised funds
Total 217,233.28 52,643.22 141,828.43 0 0 0.00% 75,404.85 0

Description of general use of raised funds

  • (I) Actual amount of raised funds and time when the raised funds arrived at the account

Upon approval by China Securities Regulatory Commission in Document Zheng Jian Xu Ke [2014] No. 987, the Company non-publicly issued 220 million RMB ordinary shares (A shares) to specific targets via its lead underwriter Essence Securities Co., Ltd. (hereinafter referred to as Essence Securities). The issuance price was RMB10.00 per share and RMB2,200 million was raised in total.

— 596 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

After the underwriting fee and sponsorship fee of RMB26.2 million were deducted, the raised funds came to RMB2,173.8 million, which was remitted by the lead underwriter Essence Securities to the Company’s account for supervision of raised funds on 5 December 2014. Moreover, after deduction of increased external expenses of RMB1.4672 million directly relating to issuance of equity securities including accountant’s fee and lawyer’s fee, the net raised funds of the Company amounted to RMB2,172.3328 million this time. The abovementioned raised funds have been verified by Pan-China Certified Public Accountants (special general partnership), which has issued a Capital Verification Report (Tian Jian Yan [2014] No. 8-57).

(II) Use and balance of raised funds

The raised funds used by the Company in previous years reached RMB891.8521 million, including RMB795.3554 million used for temporary supplement of working capital. The net amount of bank interest received after deduction of bank charges in previous years was RMB0.3476 million. In 2015, the raised funds actually used by the Company amounted to RMB526.4322 million, the raised funds of RMB795.3554 million that had been used for temporary supplement of working capital in previous years were recovered, and the net amount of bank interest received after deduction of bank charges was RMB2.1436 million in 2015. The raised funds accumulatively used came to RMB1,418.2843 million and the net amount of bank interest accumulatively received after deduction of bank charges was RMB2.4912 million. As at 31 December 2015, the balance of raised funds was RMB756.5397 million (including net amount of bank interest accumulatively received after deduction of bank charges).

(2) Information about projects to be invested in with raised funds

� Applicable □ Not Applicable

Unit: RMB’0,000

Whether the Date when Whether
projects are Total Amount Accumulated Investment the projects Benefits material
changed Total amount investment invested amount progress as reach the achieved Whether the changes
**Projects ** to be invested in (including of raised after in the invested as at at the end of intended in the anticipated appear in
and investment direction partial funds to be adjustment reporting the end of the the period condition reporting results are project
**of ** over-raised funds change) invested (1) period period (2) (3)=(2)/(1) for use period achieved feasibility
Projects to be invested in
1. Chongqing • Jinke No 118,490.88 118,490.88 40,116.74 73,393.04 61.94% 31 October 50,610.35 Note No
Kaizhou Wealth 2016
Center
2. Chongqing • Jinke No 98,742.40 98,742.40 12,526.48 68,435.39 69.31% 30 June 2016 12,890.41 Note No
Jiangjin World City
Subtotal of projects to be 217,233.28 217,233.28 52,643.22 141,828.43 63,500.76
invested in
Total 217,233.28 217,233.28 52,643.22 141,828.43 63,500.76

— 597 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Failure to reach planned progress or Not applicable anticipated results and the reasons (specific project) Description about material changes Not applicable in project feasibility Amount, purpose and use progress Not applicable of the over-raised funds

Change in place of implementation Not applicable of projects invested in with raised funds

Adjustment of method for Not applicable implementation of projects invested in with raised funds

Up-front cost and replacement of Applicable projects invested in with raised funds On 22 December 2014, the 13th meeting of the 9th board of directors of the Company deliberated and approved the Proposal on the Company’s Use of Raised Funds to Replace the Self-collected Funds Previously Invested in the Projects and the Company was approved to use the raised funds to replace the self-collected funds of RMB869.3974 million previously invested in the projects.

Applicable

Temporary supplement of working Upon deliberation and approval by the 13th meeting of the capital with idle raised funds 9th board of directors of the Company held on 22 December 2014, the Company was approved to use idle raised funds of not more than RMB800 million (inclusive) to temporarily supplement working capital for not more than 12 months and the amount used for temporary supplement of working capital was RMB795.3554 million. As at 22 December 2015, the Company had successively recovered the raised funds of RMB795.3554 million used for temporary supplement of working capital in 2014.

  • Amount of surplus raised funds in project implementation and the reasons

Not applicable

— 598 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Intended use and direction of raised As at 31 December 2015, the Company had two special funds unused accounts for raised funds and the raised funds were deposited as follows:

Unit: RMB

Balance of Issuing bank Bank account No. raised funds Notes Agricultural Bank of China 31440801040003823 452,961,564.92 Used for the project Limited, Chongqing Kaixian of Chongqing Kaixian Ankang Sub-branch • Jinke Wealth Center Business Department of 7421010182600453565 303,578,170.49 Used for the project Chongqing Branch of China of Chongqing • Jinke CITIC Bank Jiangjin World City Total 756,539,735.41 Problems or other conditions in use Notes: 1. As Chongqing • Jinke Kaizhou Wealth Center and and disclosure of raised funds Chongqing • Jinke Jiangjin World City were developed and delivered houses by stages, the date when the projects reach the intended condition for use herein is the date when construction of the building is completed and which is the closest to the balance sheet date.

  1. As Chongqing • Jinke Kaizhou Wealth Center and Chongqing • Jinke Jiangjin World City were developed and delivered houses by stages and only some houses were sold in the current period, it is difficult to judge whether the anticipated benefits are achieved before a comparison is made between the achieved results and the anticipated results after the projects invested in with raised funds sell out all houses.

(3) Changes in use of raised funds

  • Applicable � Non-Applicable

There was no change in use of raised funds of the Company during the reporting period.

VI. Sale of material assets and stock rights

1. Sale of material assets

□ Applicable � Non-Applicable

The Company did not sell any material assets during the reporting period.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Disclosure index Www.cninfo.com.cn; announcement No.: 2015-008
Date of disclosure 7 February 2015
Has the selling proceeded as scheduled; if not, please explain the reason and the measures taken by the Company Yes
Have all stock rights involved been transferred ownership Yes
Connected relation with the counterparty An enterprise controlled by the connected person
Is it a connected transaction Yes
Pricing principle of stock right selling Negotiated pricing
Proportion of net profit brought by the selling to Effect of
the listed
the selling
company in
on the
total net
Company
profit
This selling
2.55%
had no effect on the Company’s business continuity and management stability; this stock right transfer generated RMB41,991,300 of proceeds.
2.
Sale of material stock rights
�Applicable
□Non-Applicable
Net profit brought by the stock right to the listed company from the beginning of this period Target
Transaction
to the
Counterparty
stock right
Trading day
price
trading day
(RMB’0,000)
(RMB’0,000)
Chongqing
47.62% stock
12 January
5,990
199.75
Zhongke
rights of
2015
Holdings
Chongqing
Co., Ltd.
Zhanhe
Agriculture Development Co., Ltd.

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VII. Analysis of major holding and shareholding companies

� Applicable □ Non-Applicable

Information about major subsidiaries and shareholding companies contributing more than 10% of the Company’s net profit

Unit: RMB

Company Major Registered Operating Operating Company name type business capital Total assets Net assets revenue profit Net profit Chongqing Jinke Real Estate Subsidiary Real estate 20,000,000.00 6,379,439,825.24 287,479,325.81 58,242,821.94 194,596,329.69 191,398,809.07 Development Co., Ltd. Chongqing Jiangjin Jinke Subsidiary Realestate 100,000,000.00 3,671,543,311.20 1,142,706,546.60 986,256,585.92 200,124,457.02 164,581,104.69 Guojun Real Estate Co., Ltd. Chongqing Jinke Xingju Real Subsidiary Realestate 30,000,000.00 3,936,345,179.38 662,391,271.35 1,994,075,846.55 579,539,903.39 482,952,086.48 Estate Co., Ltd. Chongqing Jinke Junyao Real Subsidiary Realestate 200,000,000.00 5,493,483,841.40 2,656,392,760.02 2,699,076,547.85 909,629,175.62 771,195,972.26 Estate Development Co., Ltd. Beijing Jinke Hongju Real Subsidiary Realestate 198,000,000.00 1,061,564,870.83 869,250,637.57 1,388,227,096.51 258,877,882.14 194,539,255.18 Estate Co., Ltd. Chongqing Jinke Chenju Real Subsidiary Realestate 20,000,000.00 1,755,724,489.90 -262,574,142.54 1,100,236,916.00 -187,169,587.36 -225,621,590.85 Estate Co., Ltd. Jinke Bailexing Real Estate Subsidiary Realestate 50,000,000.00 634,528,178.12 -56,243,436.00 222,843,960.87 -133,704,795.17 -136,804,977.78 Co., Ltd. (Wansheng Economic and Technological Development Zone, Chongqing) Liuyang Jinke Real Estate Co., Subsidiary Realestate 50,000,000.00 1,205,365,972.63 -152,008,250.61 46,562,147.33 -141,868,073.06 -156,525,476.19 Ltd.

Acquirement and disposal of subsidiaries during the reporting period

� Applicable □ Non-Applicable

Method of acquiring and disposing of subsidiaries Company name during the reporting period

Effect on overall production & operation and business performance

Zhengzhou Xinyinke Real Estate Equity transfer No material effect Co., Ltd. Anhui Guorun Electronic Equity transfer No material effect Technology Co., Ltd.

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Method of acquiring and Effect on overall production
disposing of subsidiaries & operation and business
Company name during the reporting period performance
Chongqing Zunda Property Equity transfer No material effect
Management Co., Ltd.
Xinjiang Jinke Yijia Real Estate New establishment No material effect
Development Co., Ltd.
Chongqing Jinke Wuchen Real New establishment No material effect
Estate Development Co., Ltd.
Chongqing Jinke Zhuchen Real New establishment No material effect
Estate Co., Ltd.
Jinke Group Suzhou Dongjun New establishment No material effect
Real Estate Development Co.,
Ltd.
Qingdao Yuhua Jinke Real Estate New establishment No material effect
Development Co., Ltd.
Chongqing Jinke Jiahan Real New establishment No material effect
Estate Development Co., Ltd.
Suining Jinke Dongjun Real New establishment No material effect
Estate Development Co., Ltd.
Hunan Jinke Yida Industrial New establishment No material effect
Development Co., Ltd.
Changsha Jingke Real Estate Co., New establishment No material effect
Ltd.
Jinan Xingsheng Business New establishment No material effect
Management Co., Ltd.
Chengdu Lexiang Century Hotel New establishment No material effect
Management Co., Ltd.
Lexiang Century Commercial New establishment No material effect
Management Co., Ltd.
Tianjin Bozhi Real Estate Co., Cancellation No material effect
Ltd.

VIII. Structured entities controlled by the Company

□ Applicable � Non-Applicable

IX. Future prospects of the Company

1. Industry structure and trend

(1) Real estate business

Against the background of continuous national economic growth, relatively low urbanization level and continuously increasing per capita disposable income, the real estate industry is still an

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important pillar industry in China. Data from the National Bureau of Statistics revealed that urbanization rate of China’s resident population increased from 52.57% in 2012 to 56.1% in 2015. According to the development goal set out in the National New Urbanization Plan (2014-2020) , urbanization rate of China’s resident population is expected to reach approximately 60% and that of registered population will reach approximately 45%, which means there is still great development potential for the real estate industry. The industry will see more development opportunities if our urbanization rate of resident population is to reach the 80% in developed countries.

Since the second half of 2014, especially in 2015, the government launched a series of policies in favour of the real estate industry including “targeted RRR cuts” “five house loan policies of the Central Bank”, “9.30 New House Loan Policy”, “reduction of interest and reserve ratio”, “adjustment of business tax and deed tax policies”, “reduction of minimum down payment ratio for first and second houses”, etc., making house purchase easier for home buyers and stimulating house purchase demands. Meanwhile, various local governments have eased the home purchase restrictions and adjusted the tax policies to provide a favourable housing consumption market environment and promote sustained and sound development of the real estate industry.

In 2016, the first year of China’s “13th Five Year Plan” for national economic and social development, the government, at the Central Economic Working Conference, put “real estate destocking” as one of the five major economic tasks this year. To cut the housing inventory, efforts should be made to accelerate citizenization of migrant workers, expand effective demands, open up the supply and demand channel and stabilize the real estate market in compliance with the requirements of quickening the pace of increasing the urbanization rate of registered population and deepening housing system reform.

The central government in its 2016 Work Report urged to deepen the promotion of new-style urbanization. First, it will move faster to see that urban residency is granted to more people with rural household registration living in urban areas. It will deepen reform of the household registration system and relax restrictions on eligibility for urban residency. It will introduce policies for making both the transfer payments and the land designated for urban development granted to the government of a local jurisdiction conditional upon the number of people with rural household registration who are granted permanent urban residency in that jurisdiction. The full range of trials for developing new urbanization will be extended to more areas. It will promote the development of small towns and small and medium-sized cities in the central and western regions to help more rural migrant workers find employment or start businesses in urban areas closer to home so that they do not have to choose between earning money and taking care of the families they leave behind. Second, the government will promote the construction of government-subsidized housing in urban areas and the healthy development of the real estate market. This year, we will see to it that six million housing units are rebuilt in rundown urban areas and that more people displaced by the rebuilding of such areas receive monetary housing compensation rather than housing. Taking into consideration people’s demand for buying homes or improving their housing situation, the government will improve the tax and credit policies to support justified personal housing consumption and adopt different policies in different cities as appropriate to their local conditions in order to cut housing inventory. The government will put in place a housing system which encourages both renting and purchasing and, over time, enable eligible non-registered urban residents to apply for public rental housing.

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APPENDIX III

Against such a background, the Company predicts that this year will see more relaxed real estate industrial policies, a continuously recovering market, high sales and steadily rising housing prices amid expanding regional differentiation of housing demands.

(2) Integrated community service

After years of rapid development, China’s real estate industry has gradually entered an age of stock property instead of increment property, bringing increasing opportunities for “integrated community services” in the post real estate market. On the one hand, current population structure determined that communities will be major places of consumption in the future. According to incomplete statistics, as of 2016 the number of China’ post-80s and post-90s will reach 390 million. As this social group reaches their childbearing age, families will be major spending units and communities will be major places of consumption. Moreover, with the old-age population expanding rapidly, by 2020 there will be more than 300 million people aged 60 or above in China; as the elderly are generally more dependent on the community, it is expected that communities will soon replace downtown to be more convenient places of consumption.

On the other hand, the property services market is huge and remains to be integrated. According to the statistics, China’s total living space recorded 16.5 billion square meters in 2014. Despite such a huge market, domestic property services industry is still at its initial stage and lacks industry concentration. Few brands stand out among over 100,000 property management companies and top 50 companies in the industry occupies a market share of mere 5.6%, far lower than that (approximately 30%) of North American property management companies.

Meanwhile, technological conditions are mature for upgrading pure property management services to integrated community services. Thanks to the wide availability of mobile Internet and the development of cloud computation and big data, some technological platform companies are in full swing and market is mature for acquisition, making it possible for traditional property management companies to transform into new-type integrated community services providers.

Though property management companies are developing toward the direction of large scale, intensification and branding, most property management companies including some of the top 100 enterprises still pursue a traditional property management mode. There is huge market potential for integrated community services and industry concentration remains to be increased. Now it is the crucial time for enterprise integration and brand building.

(3) New energy business

With the deterioration of global warming and China’s hazy weather, a consensus has been reached on increasing investment in clean and renewable energy. In recent years, many countries including China have introduced a series of policies supporting new energy development.

As planned by relevant departments, by 2020 China’s total installed power generating capacity will reach 2.55 billion kW, 1.88 times that of the country’s total installed capacity (1.36 billion kW) by the end of 2014; at the same time the state will further optimize the energy structure; by 2020 the

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percentage of wind power generation is expected to reach 11% and installed capacity of wind-driven power will increase to 200 million kW from over 96 million kW in 2014; the percentage of photovoltaic power generation is expected to reach 5% and PV installed capacity will increase to 100 million kW from 28 million kW in 2014.

Although in 2015 new energy power generation was restricted in some areas for some reasons, new energy promises broad development potential. In its 2016 Work Report, the central government pointed out that it would support the development of wind energy, solar energy and biomass energy to increase the proportion of clean energy. In March 2016, the National Energy Administration issued the Notice on Further Implementing Relevant Requirements on 2016 Wind Power Consumption Work, requiring various provincial development and reform commissions and energy bureaus to fully understand the importance and urgency of grid connection and consumption of wind power, conscientiously implement the system of guaranteeing the purchasing of electricity generated by using renewable energy sources in full amount, dig into the potential of systematic wind power consumption and actively explore wind power heating and other wind power consumption methods.

2. Future development strategies

According to the national macroeconomic situation and industry trends, the Company will quicken the pace of upgrading and transformation, make great efforts to develop modern service industry relying on new real estate and new energy and provide users with “real estate + integrated community services”, in a bid to develop into a “high quality life service provider” in China. The Company plans to realize three strategic changes in the future. First, at the level of product, shift the focus of attention from house (basic housing demand) to community (habitability), realizing a change of business cycle from 5 years to 65 years; second, at the level of users, shift from one-off consumption to continuous consumption, turning customers to residents and to users and members (fans); third, at the enterprise level, transform from a real estate developer into a integrated community service provider, realizing a change from asset-heavy investment to asset-light operation.

With respect to new real estate, firstly, the Company will make greater efforts to innovate and enhance its housing real estate business. On the one hand, it will speed up product renewal based on users’ needs. Great efforts will be made to develop green housing projects and more new materials and environmental friendly materials and equipment will be used to provide higher residential satisfaction. The company will also expand the application of intelligent equipment and terminals and strive to build an intelligent development system and big data platform. On the other hand, the Company will properly adjust its business layout and product structure, consolidate its existing strengths and ensure steady increase in business size and performance, so as to lay a solid foundation for upgrading and transformation. Secondly, the Company will realize “real estate + industry” linkage. On the one hand, giving full play to its expertise in real estate development, develop multi-theme and mixed-type projects in connection with the health industry, scientific and technological industry and culture & tourism industry. On the other hand, by means of community demand diversion, financial and policy support, industry chain linkage, etc., open up the B2C supply & demand channel, adhere to the concept of win-win cooperation, and actively develop industrial enterprises. With respect to industrial park management, strive to improve follow-up operation and service capacity and provide all-round supporting services for industrial parks. Thirdly, the Company will upgrade traditional property

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management companies to “integrated community service providers” and establish a complete closed-loop value system centering on “big membership, big consumption and big finance”. On the one hand, effectively and rapidly expand the property management area, build a massive resident base, and establish a systematic big data platform based on family archives. On the other hand, strengthen opening up and cooperation of various businesses, work with excellent external businesses to build an ecological community service circle, and realize intensified and vertical development of community education, community health care, community old-age security, community finance and other areas, striving to become an industry magnate with full earning power.

With regard to regional strategic layout of new real estate businesses, stick to the state’s urban agglomeration development strategy and adopt a regional development strategy of “making stronger presence in Chongqing, expanding business in East China and North China, and ensuring stable business development in the Midwest”.

With regard to new energy, focus on wind power and photovoltaic power generation, seek development opportunities in new fields such as solar-thermal (film) power generation, and steadily develop new energy businesses via merger & acquisition and new establishment, striving to become a technological and service innovative clean energy provider.

3. 2016 business plans

In 2016, the Company will take the initiative to embrace changes, adapt to the new normal economy, maintain strategic strength, speed up the transformation and upgrading, deepen reform and innovation, optimize the strategic layout, speed up destocking, adjust product structure, and increase scale and profits. Main business plans in 2016 are as follows:

  • (1) In respect of real estate business, the Company plans to log newly started GFA of about 4 million square meters, completed GFA of about 6.1 million square meters, and GFA under construction of about 11 million square meters by the end of 2016. The contracted sales amount is expected to reach about RMB28 billion in 2016 (including non-real estate sector).

  • (2) In respect of project development, in 2016, the Company will increase land bank with total capacity buildable area of about 3.5 million square meters, and invest about RMB10 billion in land projects. First, “focus on second-tier cities, selectively expand into first-tier cities and key third-tier cities, and gradually exit fourth-tier cities”; put more weight on “10 core cities”, and strive to enter Shanghai, Tianjin, Zhengzhou, Nanjing and Wuhan (now projects in Zhengzhou and Nanjing have been put into operation) on the basis of strengthening and expanding the market in Chongqing, Suzhou, Beijing, Chengdu and Hefei. Second, implement the “name list” management for cities that the Company will enter. Third, fully implement strategic alliance, strategic cooperation and strategic merger and acquisition. Fourth, improve the bidding capacity at land auctions. Fifth, steadily develop joint-venture partnership. Sixth, actively explore innovative cooperation models. Seventh, start the demonstration of “going out” development strategy, and actively seek overseas real estate development opportunities.

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  • (3) In respect of marketing, take destocking and higher profits as central tasks of marketing. First, implement classified management over projects, and develop differentiated marketing strategies for hot-selling projects, main selling projects, slow-selling projects, difficult projects, and remaining projects. Second, keep destocking. Take the supply-side reform as the starting point to optimize the function and use of stock properties. For example, according to the market situation, change the commercial buildings into housing or offices and hotels, or change offices and hotels into apartments, etc., that is, change stocks into marketable products. Pay close attention to subsidy and preferential policies for citizenization of migrant workers and speed up destocking in the third- and fourth-tier cities. Third, firmly implement the consumption-based marketing model, and fully implement the organizational guarantee of “big marketing, big planning and big background”.

  • (4) In respect of funds, speed up recovering sales proceeds, expand the scale of direct financing and reduce financing cost to ensure the safety of capital chain. While taking various initiatives to strengthen recovering sales proceeds and loan financing for development of projects, the Company will give priority to the following work: First, do everything possible to facilitate the reporting and examination of a new round of private equity placement and issue shares at an appropriate time upon approval; second, make full use of corporate bonds and medium-term notes to replace the short-term nonbank financing with high up-front costs, so as to effectively adjust the liability structure; third, create innovative modes of financing, actively promote asset securitization, and study convertible bonds, preferred shares and other new models; fourth, set up an industry fund when appropriate and participate in land reclamation projects, industrial park projects, projects for renovating shantytowns, old houses and dilapidated houses, and government PPP projects in first-tier cities.

  • (5) In respect of products, give priority to rigid demand, improve quality and gradually adjust the structure of high-end customers from 7:2:1 to 5:4:1. Intensify efforts in innovation and R&D of marketable products and continue to promote standardization of products. Take green real estate as the standard, use the Internet and IoT technologies to enhance the level of smart home, and vigorously promote the use of new materials, new equipment and green technologies, to build new core competitiveness in the residential area. Build “humanized community”, and based on users’ sensitive demand, form implementation standards for “Jinke • Beautiful Home”. Accelerate the building of fine decoration standard system, focus on building “Smart Community” and build community supporting system. In addition, the Company will also put forth effort to improve its operation management, strengthen project supervision and improve its capacity in controlling costs of projects.

  • (6) Accelerate the development of integrated community service. First, insist on providing good property services, do a solid job in sanitation work, security, maintenance and other basic services to improve the owner service satisfaction, and lay a solid foundation for integrated community services. Second, vigorously promote the intelligent management system and technical equipment for communities, establish and improve community O2O platform and build big data of community services, so as to build a powerful Internet

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platform for integrated community service. Third, rapidly expand property service area with quality, and expand the basic property service area by way of entrusted management, equity cooperation, mergers and acquisitions, etc. Fourth, speed up the implementation of vertical businesses, e.g. community education and community health care, open integrated community service platform, and create a rich and diversified community service ecosystem.

  • (7) Steadily push forward the development of new energy business. First, speed up the construction of Jingxia 200MW wind power farm and strive to achieve grid-connected power generation in 2016. Second, strengthen management on existing grid-connected projects, strive to solve the problem of wind power curtailment and rationing, and comprehensively improve the project’s business performance. Third, use the platform of new energy industry fund to enhance the industrial incubating and nurturing capacity, thus accelerating the early landing of new projects.

  • (8) Make garden and other business sectors bigger and stronger. Speed up the structural adjustment of garden business, intensify the linkage with real estate projects, and aggregate municipal garden construction and ecological governance businesses to improve profitability. In respect of hotel sector, enhance five-star hotel brand, create innovative hotel management strategies, expand diversified consumer markets, and make all-out efforts to promote the operation and building of service apartments. Further improve the management model and mechanism of garden and other sectors, complete the restructuring of relevant subsidiaries, and actively study capital operations like listing on the New Third Board.

  • Analysis on risks faced by the Company

  • (1) Policy risks

In respect of the real estate business, the state has introduced a series of regulatory policies in recent years to guide and promote the sustainable, stable and healthy development of the real estate industry. Although relevant regulatory policies have signs of warming this year, they still have a direct impact on the operation and development of real estate development enterprises. If the Company cannot adapt to the changes in state policies, they may have a negative impact on the operation and development of the Company.

In respect of the new energy business, China’s new energy industry has been developing by leaps and bounds in recent years, which largely benefited from substantial support from the state for the renewable energy industry, especially for wind power and photovoltaic industry in respect of feed-in tariff protection, compulsory grid connection, compulsory purchase of electricity and various preferential tax policies. If state policies in support of wind power, photovoltaic and other relevant new energy industries weaken in the future, the Company’s revenues from new energy projects may decline.

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APPENDIX III

(2) Management risks

As a large real estate development enterprise, the Company has formed mature systems for development of real estate projects, operating model and management, and cultivated a high-quality business team. The Company is in the fast-growing period with business scale expanding continuously, which puts forward higher requirements for its management capacity. If the Company’s human resource guarantee, risk control, project management, project development and capital chain control cannot meet the requirements of business expansion, the Company will face some management risk.

At the same time, the Company is increasing investment in the new energy industry. The new energy industry is a resource-based and capital-intensive industry, and has much in common with the Company’s real estate industry in business model, but as a newly developed business, if the Company cannot make appropriate adjustments in talent pool, management philosophy and organizational structure, it may still face some management risk.

(3) Operational risks

The Company may face operational risks in its operating process, e.g. greater difficulties in the development of real estate projects and shrinking profitability of projects due to external factors including changes in prices of products and raw materials, adjustment in urban planning. If the Company cannot properly solve the above problems in a timely manner, they may have some impact on the Company’s business performance.

At present, the Company’s wind farms are mainly concentrated in Hami, Xinjiang, with the generated electricity transported to Henan mainly through Minan - Zhengzhou HVDC transmission line that operates at �800 kV. The building and operation of the Company’s wind power projects are likely to be adversely affected by any changes in the wind conditions in Hami, transmitting capacity of grid and grid companies’ implementation of state policies, or increase in “wind power curtailment and rationing”, or even changes in the natural environment surrounding the project.

At present, wind power projects which have been put into operation are subject to uniform dispatch in power grid. Adjusting the generating capacity according to the dispatching instruction is a prerequisite for all power generation enterprises to operate in grid-connected mode. As wind resources cannot be stored, some wind resources of wind power generation enterprises are underutilized due to “power rationing”, which is known as “wind curtailment”. According to the Preliminary Statistics of Wind Power Brownouts for 2011 , 2012 China Wind Power Construction Statistics Evaluation Report , 2013 China Wind Power Construction Statistics Evaluation Report , and the Monitoring of Wind Power Industry in 2014 and the Development of Wind Power Industry in 2015 released by the National Energy Administration in 2014 and 2015, the ratio of “wind power curtailment and rationing” in Xinjiang from 2011 to 2015 was 5.20%, 4.29%, 5.23%, 15% and 32%, respectively. Grid-connected generation depends on many factors, e.g. the transmission capacity of local grid, local power consumption capacity, etc. Therefore, if relevant grid companies ration the power supply of the Company’s wind power projects due to changes in the overall load of local grid, it will adversely affect the Company’s revenue.

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(4) Risk of market competition

The development of new energy projects, e.g. wind power and photovoltaic power generation, is, to a large extent, subject to the wind energy, solar energy and other scarce resources in limited areas and specific locations, and local grid transmission capacity. At present, the competition in the wind power, photovoltaic power generation and other new energy industries mainly exists in obtaining the right to develop and operate new wind power farms and photovoltaic power stations, and the acquisition of existing high-quality new energy projects. Enterprises engaging in new energy like wind power and photovoltaic, obtain the right to develop new energy projects in specific periods and areas in the form of agreement after consultation with local governments. Therefore, the market for development of new energy projects in areas with abundant wind power and solar energy and sufficient electricity transmission capacity or acquisition of high-quality projects is highly competitive.

China’s renewable energy, including wind, solar, hydro, biomass, geothermal and ocean energy, enjoys relevant incentives from the government, e.g. feed-in tariff subsidies and prior connection to the grid. If the state continues to increase policy support for other renewable energy in the future, the Company may also face the fierce competition from other companies engaging in renewable energy power generation. Wind power industry is also facing competition from traditional energy power generation industries, including coal, natural gas and fuel. The price decline caused by technical improvement in the exploitation of traditional energy or exploration of abundant energy reserves may bring down the cost of traditional energy power generation companies, thus affecting the wind power industry.

(5) Financial risk

Both real estate development industry and new energy industry are capital-intensive industries which involve massive investments in the land acquisition and project development process. Investment in project development will increase along with the expanding business scale of the Company. The project development fund of the Company comes from the Company’s own capital and external financing by way of bank loan, issuance of securities, etc. Any material change or adjustment in the national macroeconomic situation, credit policy and capital market may constrain the Company’s financing or raise the costs of financing, which has a negative impact on the Company’s production and operation.

The Company has expanded quickly in recent years, with substantial investment in the real estate and new energy projects. If fluctuations in the real estate market have a negative impact on the Company’s recovery of sales proceeds, or if its development of new energy business is slower than expected, the Company may face some pressure of capital turnover and debt risk.

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APPENDIX III

Section 5 Important Events

  • XV. Implementation of the Company’s equity incentive plan, employee stock ownership plan or other employee incentive measures

  • Applicable □ Not Applicable

On 20 August 2015, the Company convened the 21st meeting of the 9th Board of Directors and deliberated and approved the Restricted Share Incentive Plan (Advance Scheme) of Jinke Property Group Co., Ltd. and other proposals.

On 19 November and 7 December 2015, the 24th meeting of the 9th Board of Directors of the Company and the 8th extraordinary general meeting 2015 deliberated and approved the Restricted Share Incentive Plan (Draft) of Jinke Property Group Co., Ltd. and summary thereof, Measures for Assessment and Management of Restricted Share Incentive Plan of Jinke Property Group Co., Ltd. and other relevant proposals. The Company planned to grant 206.78 million Jinke shares (underlying stocks) to the incentive targets, including 196.44 million shares granted for the first time and 10.34 million shares reserved.

On 9 December 2015, the Company convened the 26th meeting of the 9th Board of Directors, deciding to take 9 December 2015 as the grant date of the incentive shares and to grant 196.44 million restricted shares to 157 qualified incentive targets.

In the course when the Company’s Board of Directors granted restricted shares, some incentive targets waived the right to subscribe for some or all restricted shares for personal reasons. Therefore, the number of incentive targets subject to first grant of the Company’s restricted shares of the incentive plan was reduced from 157 to 147, and the total number of restricted shares was changed from 206.78 million to 201.78 million. In particular, the total number of restricted shares subject to first grant was changed from 196.44 million to 191.44 million. Grant of 5 million shares that the incentive targets waived the right to subscribe for was cancelled and the reserved 10.34 million shares remained unchanged. The restricted shares for grant and registration in this equity incentive plan were registered with Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on 24 December, 2015. The restricted shares for grant were listed on 29 December, 2015.

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1.
Connected transactions relating to daily operations
�Applicable
□Not Applicable
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Provision of
Provision of
Market price
Market price
53.50
0.05%
400
No
Transfer
31 March
Group
by the connected
labor
labor
2015
person USUM
Associated enterprise
Provision of
Provision of
Market price
Market price
3.75
0.003%
500
No
Transfer
31 March
Investment
labor
labor
2015
Group Jinke Holding
Controlling
Sale of
Sale of
Market price
Market price
33.65
0.03%
100
No
Transfer
31 March
and affiliated
shareholders of the
commodities
commodities
2015
enterprises
Company
and
and
thereof
provision of
provision of
labor
labor
Total


4,085.95

5,000




Details about large-amount sales returns
None
Information about actual performance in the reporting period (if any)
The abovementioned daily connected transactions of the Company were carried out in strict accordance with the Proposal on Estimate of the Company’s
if the total amount of daily connected transactions that will occur in
Daily Connected Transactions in 2015 deliberated and approved at the annual general meeting 2014, and did not exceed the total amount of daily
the current period is estimated by type
connected transactions deliberated and approved at the general meeting.
Reasons for the significant difference between the transaction price
None
and market price (if applicable)

— 612 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Index of disclosure www.cninfo.com.cn, announcement No. 2014-123, 2015-008
2.
Connected transactions resulting from acquisition or sale of assets or equity
�Applicable
□Not Applicable
Pricing
Settlement
Type of
Content of
principle of
Book value of
Appraised
method of
Transaction
Connection
connected
connected
connected
assets
value of assets
connected
gains and
Date of
Connected party
relationship
transactions
transactions
connections
transferred
transferred
Transfer price
transactions
losses
disclosure
(RMB’0,000)
(RMB’0,000)
(RMB’0,000)
(RMB’0,000)
Chongqing
Enterprise controlled
Equity sale
47.62% equity
Negotiation-
1,790.87
5,019.88
5,990
Transfer
4,199.13
15 November
Zhongke
by the connected
of Chongqing
based pricing
2014 and 7
Holdings Co.,
person
Zhanhe
February 2015
Ltd.
Agriculture
Development Co., Ltd. Reasons for significant difference between the transfer price and the book
None
value or appraised value (if any) Effect on the Company’s operating result and financial position
The abovementioned equity transfer contributed an income of RMB41.9913 million.
Achievement of performance in the reporting period if relevant transaction
None
involves performance agreement 3.
Connected transactions involving joint external investment
□Applicable
�Not Applicable
No connected transaction involving joint external investment has occurred as at the end of the reporting period.

— 613 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

4. Connected claims and debts

  • Applicable □ Not Applicable

Whether there is any non-operating connected claim and debt

  • Yes □ No

Debts payable to the connected parties

Balance of
Balance of principal and
principal at the Increased Amount interest at the
Connection beginning of the amount in the returned in the Interest in the end of
Connected party relationship Formation reasons period current period current period Interest rate current period the period
(RMB’0,000) (RMB’0,000) (RMB’0,000) (RMB’0,000) (RMB’0,000)
USUM Investment Group Associated enterprise Replenishment of 10,500 12.00% 1,260 13,049.8
funds
Yinhai Leasing Associated enterprise Call money 18,500 18,500 9.90% 356.13
Yinhai Leasing Associated enterprise Call money 15,000 15,000 9.95% 608.95
Effect of connected debts on the Company’s operating 1. The connected debts payable to USUM Investment Group are funds provided by USUM Investment Group to Neijiang
result and financial position Hongjun (the Company’s holding subsidiary) to support its operation as a minority shareholder of Neijiang Hongjun and have
no material effect on the Company’s operating results;
  1. The connected debts payable to Yinhai Leasing are funds obtained from the connected party (non-bank financing) according to the Company’s production and operation needs and have no material effect on the Company’s operating result.

5. Other material connected transactions

� Applicable □ Not Applicable

To support the operation and development of the Company and its holding subsidiaries, the Company’s controlling shareholder Chongqing Jinke Investment Holding (Group) Co., Ltd. and effective controllers Huang Hongyun and Tao Hongxia (Huang Hongyun’s wife) agreed to provide financing guarantee (the specific guarantee amount is determined according to the Company’s needs) for the Company’s borrowings from financial institutions in 2015 according to the business needs of the Company and its holding subsidiaries. The Company paid a guarantee fee to them as per a rate of not more than 1% or 0.7% according to specific conditions. Moreover, the Company paid a total guarantee fee of not more than RMB25 million to them in 2015. In the current period, the Company accumulatively paid a financing guarantee fee of RMB25 million to Jinke Investment, Huang Hongyun and his wife Tao Hongxia. (Refer to the Company’s announcement No. 2015-018 for details)

— 614 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Relevant queries on the website for disclosure of interim reports of material connected transactions

Name of interim announcement

Date of disclosure of interim announcement

Name of website for disclosure of interim announcement

Announcement regarding 7 February 2015 progress of transfer of associated companies and connected transactions

Announcement regarding 31 March 2015 payment of guarantee fee to the controlling shareholder and effective controllers and connected transactions

www.cninfo.com.cn

www.cninfo.com.cn

XVII. Important contracts and performance thereof

2. Significant guarantee

  • Applicable □ Not Applicable

  • (1) Guarantee

In RMB’0,000

External guarantee of the Company and its subsidiaries (excluding guarantee to subsidiaries)

Date of

Date of
disclosure of Date of actual Whether the
Name of
announcements
occurrence (date Whether the guarantee is
the
concerning
when the
Actual
guarantee is provided to
guarantee
guarantee
Guarantee agreement is
guarantee
Guarantee fulfilled or a connected
target
limit
limit signed)
amount
Guarantee type period not party or not
Total limit of external 0 Total amount of external 0
guarantee approved in guarantee actually provided
the reporting period in the reporting period (A2)
(A1)
Total limit of external 0 Total balance of external 0
guarantee approved as guarantee actually provided
at the end of the as at the end of the
reporting period (A3) reporting period (A4)

— 615 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

**Guarantee between the Company ** **Guarantee between the Company ** and its subsidiaries
Date of Whether the
disclosure of Date of actual guarantee is
announcements occurrence (date Actual Whether the provided to a
Name of the concerning when the agreement guarantee Guarantee guarantee is connected party
guarantee target guarantee limit Guarantee limit is signed) amount Guarantee type period fulfilled or not or not
Chengdu Jinke 4 May 2013 64,000 19 July 2013 61,000 Joint liability 3 years No No
guarantee
Chenzhou Xiaobu 4 May 2013 10,000 2 July 2013 2,760 Joint liability 3 years No No
guarantee
Chengdu Shuangyi 4 May 2013 95,000 13 August 2013 55,000 Joint liability 3 years No No
guarantee
Jinke Bailexing 4 May 2013 10,000 6 September 2013 2,600 Joint liability 3 years No No
guarantee
Zhangjiagang Jinke 4 May 2013 60,000 5 September 2013 42,000 Joint liability 3 years No No
Ruifeng guarantee
Jiangsu Rugao 27 September 35,000 21 November 2013 35,000 Joint liability 3 years No No
2013 guarantee
Suzhou Kerun 27 September 45,000 24 March 2014 42,000 Joint liability 27 months No No
2013 guarantee
Wujiaqu Jinke 27 September 14,900 18 March 2014 10,900 Joint liability 3 years No No
2013 guarantee
Jinke Guojun 27 September 22,000 30 March 2014 13,000 Mortgage 2.5 years No No
2013
Jinke Tuhong 14 May 2014 20,000 17 June 2014 20,000 Joint liability 25 months No No
guarantee
Changsha Jinke 2 July 2014 30,000 25 June 2014 30,000 Joint liability 2 years No No
guarantee
Beijing Zhanhao 16 September 180,000 29 August 2014 130,000 Joint liability 12 months and No No
2014 guarantee 24 months
Yunnan Jinke 2 July 2014 78,000 21 July 2014 73,130 Joint liability 2 years No No
Xinhaihui guarantee
Jinan Jinke 2 July 2014 40,000 18 July 2014 40,000 Joint liability 2 years No No
guarantee
Wuxi Jiarun 16 May 2014 89,000 21 November 2014 71,200 Joint liability 2.5 years No No
guarantee
Suzhou Baijun 30 October 2014 60,000 20 November 2014 54,000 Joint liability 35 months No No
guarantee
Kelsinki 13 May 2014 10,000 21 January 2015 10,000 Joint liability 1 year No No
guarantee
Tianhao Menchuang 13 May 2014 8,000 3 February 2015 8,000 Joint liability 1 year No No
guarantee
Yuanhao Decorations 13 May 2014 5,000 3 February 2015 5,000 Joint liability 1 year No No
guarantee
Zhanhong Landscaping 13 May 2014 8,000 27 January 2015 8,000 Joint liability 1 year No No
guarantee
Jinke Jinyu 29 October 2014 15,100 28 February 2015 10,500 Mortgage 3 years No No

— 616 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Guarantee between the Company and its subsidiaries

Date of Whether the
disclosure of Date of actual guarantee is
announcements occurrence (date Actual Whether the provided to a
Name of the concerning when the agreement guarantee Guarantee guarantee is connected party
guarantee target guarantee limit Guarantee limit is signed) amount Guarantee type period fulfilled or not or not
Jinan Jinke 2 July 2014 30,000 5 February 2015 30,000 Joint liability 1 year No No
guarantee
Kelsinki 13 May 2014 10,000 10 March 2015 10,000 Joint liability 2 years No No
guarantee
Jinke Junwei 13 May 2014 20,000 19 March 2015 10,000 Joint liability 28 months No No
guarantee
Zhanhong Landscaping 13 May 2014 20,000 8 April 2015 20,000 Joint liability 2 years No No
guarantee
Jinke Huiyi 20 April 2015 20,000 19 May 2015 15,956 Joint liability 2 years No No
guarantee
Jinke Zhuorui 2 July 2014 54,102 31 December 2014 34,102 Joint liability 3 years No No
guarantee
Qingdao Dushun 2 July 2014 54,000 30 March 2015 35,000 Joint liability 2 years No No
guarantee
Jinke Shangzun 20 April 2015 11,100 29 April 2015 11,100 Mortgage 2 years No No
Jinke Shangzun 20 April 2015 20,000 29 April 2015 20,000 Joint liability 2 years No No
guarantee
Changsha Jinke 20 April 2015 60,000 25 May 2015 60,000 Joint liability 2 years No No
guarantee
Jinke Junfeng 20 April 2015 23,000 29 May 2015 18,000 Joint liability 2 years No No
guarantee
Jinke Yijia 20 April 2015 55,000 24 June 2015 54,800 Joint liability 2 years No No
guarantee
Yuanhao Decorations 20 April 2015 10,000 24 June 2015 10,000 Joint liability 1 year No No
guarantee
Fuling Kerun 20 April 2015 35,600 29 June 2015 35,600 Joint liability 3 years No No
guarantee
Qingdao Yuhua Jinke 20 April 2015 50,000 31 July 2015 50,000 Joint liability 2 years No No
guarantee
Shaanxi Haoyuefu 20 April 2015 20,000 23 July 2015 20,000 Joint liability 2 years No No
guarantee
Shaanxi Jinrunda 20 April 2015 20,000 2 July 2015 20,000 Joint liability 2 years No No
guarantee
Hunan Liangxing 20 April 2015 50,000 28 September 2015 50,000 Pledge 2 years No No
Wujiaqu Jinke 20 April 2015 30,000 20 November 2015 17,000 Joint liability 3 years No No
guarantee
Tianhao Menchuang 14 September 10,000 7 September 2015 10,000 Joint liability 1 year No No
2015 guarantee
Zhanhong Landscaping 14 September 6,000 26 August 2015 6,000 Joint liability 1 year No No
2015 guarantee

— 617 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

**Guarantee between the Company ** **Guarantee between the Company ** and its subsidiaries
Date of Whether the
disclosure of Date of actual guarantee is
announcements occurrence (date Actual Whether the provided to a
Name of the concerning when the agreement guarantee Guarantee guarantee is connected party
guarantee target guarantee limit Guarantee limit is signed) amount Guarantee type period fulfilled or not or not
Total limit of guarantee to subsidiaries 420,700 Total amount of guarantee 544,956
approved in the reporting period (B1) actually provided to
subsidiaries in the reporting
period (B2)
Total limit of guarantee to subsidiaries 1,507,802 Total balance of guarantee 1,261,648
approved as at the end of the reporting actually provided to
period (B3) subsidiaries as at the end of the
reporting period (B4)
**Guarantee ** among subsidiaries
Date of Whether the
disclosure of Date of actual guarantee is
announcements occurrence Actual Whether the provided to a
Name of the concerning (date when the guarantee Guarantee guarantee is connected party
guarantee target guarantee limit Guarantee limit agreement is signed) amount Guarantee type period fulfilled or not or not
Fuling Kerun 28 October 2011 19,000 28 October 2011 19,000 Joint liability 5 years No No
guarantee
Hunan Liangxing 23 September 17,000 24 September 2013 17,000 Mortgage 2 years No No
2013
Jinke Huiyi 27 September 20,000 25 February 2014 20,000 Mortgage 3 years No No
2013
Jinke Property Group 1 May 2014 50,000 1 May 2014 50,000 Mortgage 2 years No No
Jinke Tuhong 27 September 12,000 23 January 2014 7,000 Mortgage 29 months No No
2013
Jinke Tuhong 27 September 18,000 23 January 2014 13,000 Mortgage 27 months No No
2013
Jinke Zhongjun 27 September 49,000 4 January 2014 49,000 Pledge 2 years No No
2013
Wujiaqu Jinke 27 September 5,900 17 July 2014 5,900 Mortgage 3 years No No
2013
Neijiang Jinke Baijun 14 May 2014 17,750 15 September 2014 17,750 Mortgage 2 years No No
Jinke Property Group 25 December 140,000 16 February 2015 140,000 Pledge None No No
2014
Jinke Junwei 20 April 2015 55,100 28 April 2015 55,100 Mortgage 3 years No No
Jinke Zhengtao 20 April 2015 35,000 27 April 2015 34,700 Joint liability 3 years No No
guarantee;
mortgage
Jinke Property Group 20 April 2015 50,000 16 September 2015 50,000 Mortgage 2 years No No
Jinke Property Group 20 April 2015 36,000 12 December 2014 20,000 Pledge 7 years No No

— 618 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

**Guarantee ** among subsidiaries
Date of Whether the
disclosure of Date of actual guarantee is
announcements occurrence Actual Whether the provided to a
Name of the
concerning
**(date when ** the guarantee Guarantee guarantee is connected party
guarantee target
guarantee limit
Guarantee limit **agreement ** is signed) amount
Guarantee type
period fulfilled or not or not
Total limit of guarantee to subsidiaries 176,100 Total amount of guarantee 299,800
approved in the reporting period (C1) actually provided to
subsidiaries in the reporting
period (C2)
Total limit of guarantee to subsidiaries 524,750 Total balance of guarantee 498,450
approved as at the end of the reporting actually provided to
period (C3) subsidiaries at the end of the
reporting period (C4)
Total guarantee amount of the Company (namely, the sum of the top three)
Total guarantee limit approved in the 596,800 Total amount of guarantee 844,756
reporting period (A1+B1+C1) actually provided in the
reporting period (A2+B2+C2)
Total guarantee limit approved as at the 2,032,552 Total balance of guarantee 1,760,098
end of the reporting period (A3+B3+C3) actually provided as at the end
of the reporting period
(A4+B4+C4)
Percentage of total amount of guarantee actually provided (namely, A4+B4+C4) in 136.93%
the net assets of the Company
Including:
Amount of guarantee provided to shareholders, effective controllers and their 0
connected parties (D)
Amount of debt guarantee directly or indirectly provided to the guarantee targets 1,760,098
whose asset-liability ratio exceeds 70% (E)
Amount of the surplus part of the total guarantee amount exceeding 50% of net 0
assets (F)
Total amount of the abovementioned three guarantees (D+E+F) 1,760,098

Description about compound guarantee

None

  • (2) Illegal external guarantees

□ Applicable � Not Applicable

The Company had no illegal external guarantee in the reporting period.

— 619 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

XVIII. Other important events

  • Applicable □ Not Applicable

1. Non-public issuance of shares

On 20 August 2015, the Company convened the 21st meeting of the 9th Board of Directors and deliberated and approved the Scheme on 2015 Non-public Issuance of Stocks and other relevant matters. The Company planned to issue no more than 773,195,876 shares (inclusive) in non-public mode at a price of not lower than RMB5.82/share, with a view to raising a maximum of RMB4.5 billion funds for development and construction of the Company’s projects and repayment of borrowings from financial institutions. On 4 February and 22 February, 2016, the Company convened the 28th meeting of the 9th Board of Directors and the 2nd extraordinary general meeting 2016. According to the changes in the capital market environment, to smoothly promote non-public issuance of shares, the Company adjusted the “pricing base date, issuance price and pricing principle” and “number of shares to be issued” in the scheme on non-public issuance of shares, and extended the “validity period of resolution” and “validity period of authorization” concerning the non-public issuance of shares. After adjustment, the pricing base date concerning the non-public issuance of shares was 5 February 2016, the issuance price was not lower than RMB3.68/share, the number of shares to be issued was not more than 1,222,826,086, and the validity period of resolution and validity period of authorization were extended to 12 months as from the date of deliberation and approval by the 2nd extraordinary general meeting 2016.

At present, matters concerning the non-public issuance of shares are under way.

(For details, refer to the relevant announcements published by the Company on 21 August 2015, 5 February 2016 and 23 February 2016 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

2. Public issuance of corporate bonds

The 2nd extraordinary general meeting 2014 of the Company deliberated and approved the proposals relating to public issuance of corporate bonds. The Company planned to publicly issue corporate bonds of not more than RMB3.8 billion (inclusive) with a term of not more than 10 years (inclusive) to the public. The annual coupon rate will be determined by the Company and the lead underwriter upon negotiation according to the offline enquiry results and relevant state provisions. On 17 June 2015, the Company’s application for public issuance of corporate bonds was examined and approved by the Issuance Examination Committee of China Securities Regulatory Commission, and the approval reply was received on 6 August. The bonds were issued in two tranches. In the reporting period, the Company completed issuance of 2015 corporate bonds (the first tranche) worth RMB2 billion of Jinke Property Group Co., Ltd., with a coupon rate of 6.40% and a term of five years. The remaining part unissued will be issued by the Company at an appropriate time.

— 620 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

(For details, refer to the relevant announcements published by the Company on 18 June, 7 August and 28 August 2015 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

3. Non-public issuance of corporate bonds

The 5th extraordinary general meeting 2015 of the Company deliberated and approved the proposals relating to non-public issuance of corporate bonds. The Company planned to issue corporate bonds of not more than RMB3.8 billion (inclusive) with a term of not more than 7 years (inclusive) to the qualified investors in a non-public mode. The annual coupon rate will be determined by the Company and the lead underwriter upon negotiation according to the offline enquiry results and relevant state provisions. On 5 August, 2015, the Company received a No Objection Letter for Compliance with Transfer Conditions of Shenzhen Stock Exchange Regarding Non-public Issuance of Bonds by Jinke Property Group Co., Ltd. in 2015 from Shenzhen Stock Exchange. The bonds were issued in two tranches. In particular, the first tranche of shares issued amounted to RMB1.25 billion, with a term of three years and a coupon rate of 7.00%. On 16 December, 2015, the Company fully completed the payment for subscription. In particular, the second tranche worth RMB2.55 billion has two varieties: the first variety worth RMB1.25 billion, with a term of 3 years and a coupon rate of 6.8%; and the second variety worth RMB1.3 billion, with a term of 3 years and a coupon rate of 6.0%. On 17 March 2016, the Company fully completed the payment for subscription.

(For details, refer to the relevant announcements published by the Company on 30 June, 16 July, 6 August and 18 December, 2015, and 18 March 2016 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

4. Medium-term notes

Upon deliberation and approval by the 8th meeting of the 9th Board of Directors of the Company and the 9th extraordinary general meeting 2014, the Company applied for registration and issuance of medium-term notes of not more than RMB3.9 billion (inclusive) in the national interbank bond market. On 31 October 2014, the Company submitted relevant application documents concerning issuance of the medium-term notes to the National Association of Financial Market Institutional Investors and the application was accepted in August 2015. On 13 October 2015, the Company’s medium-term notes were approved to be registered, with a registered amount of RMB3.2 billion. The Company’s first tranche of medium-term notes 2015 worth RMB2.1 billion was issued on 20 November 2015, with a term of three years and a coupon rate of 5.5%. The funds raised were all in place on 24 November 2015. The Company’s first tranche of medium-term notes 2016 worth RMB1.1 billion was issued on 21 March 2016, with a term of three years and a coupon rate of 5.3%. The funds raised were all in place on 22 March 2016.

(For details, refer to the relevant announcements published by the Company on 14 October and 25 November, 2015 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

— 621 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

5. Special asset-backed plan

On 28 August, 2015, the Company convened the 22nd meeting of the 9th Board of Directors and deliberated and approved the special asset-backed plan of Jinke Property. Moreover, it made financing by issuing asset-backed securities via the special plan. The issuance scale of the special plan did not exceed RMB1.5 billion, including RMB1.4 billion of preferred securities, which were classified as five grades. The issuance scale of secondary products did not exceed RMB100 million, which were all subscribed for by Jinke Property. On 21 October, 2015, the Company received a no objection letter regarding the special plan from Shenzhen Stock Exchange. Established on 5 November 2015, the special plan received an actual subscription fund of RMB1.5 billion. The coupon rate of the five grades of products ranged from 5.00% to 6.20%.

(For details, refer to the relevant announcements published by the Company on 29 August, 7 September, 22 October and 9 November 2015 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

6. Entrusted loans without a fixed term

(1) Upon deliberation and approval by the 10th extraordinary general meeting 2014 of the Company held on 25 December, 2014, the Company and Minsheng Royal Asset Management Co., Ltd. (hereinafter referred to as “Minsheng Royal”) signed the Entrusted Loan Agreement . Minsheng Royal worked out a special asset management plan to raise funds and authorized China Minsheng Bank, Chongqing Branch to grant loans to the Company with the funds raised. The loans amounted to RMB1.4 billion without a fixed term. On 13 February, 2015, the Company received the abovementioned loans issued by China Minsheng Bank, Chongqing Branch.

(2) Upon deliberation and approval by the 4th extraordinary general meeting 2015 of the Company held on 25 June, 2015, the Company and Minsheng Royal signed the Entrusted Loan Agreement . Minsheng Royal worked out a special asset management plan to raise funds and authorized China Minsheng Bank, Chongqing Branch to grant loans to the Company with the funds raised. The loans amounted to RMB1.4 billion without a fixed term. As at the reporting date, Minsheng Royal has not issued the loans to the Company.

(For details, refer to the relevant announcements published by the Company on 17 February, 10 June and 26 June 2015 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

7. Other main repayments and increased nonbank financing in the reporting period

  • (1) In February 2013, the Company’s wholly-owned subsidiary Chongqing Bozhan and Anxin Trust signed a trust agreement, in which RMB500 million of debt financing was agreed on for a term of two years and at a consolidated cost of 10% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

— 622 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (2) In February 2013, the Company’s wholly-owned subsidiary Jinke Chenju and Chongqing International Trust signed a trust agreement, in which RMB200 million of debt financing was agreed on for a term of two years and at a consolidated cost of 9.995% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

  • (3) In February 2013, the Company’s holding subsidiary Jinke Baijun and China Railway Trust signed a trust agreement, in which RMB450 million of debt financing was agreed on for a term of two years and at a consolidated cost of 10.7% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

  • (4) In February 2013, the Company and China Industrial International Trust signed a trust agreement, in which RMB400 million of debt financing was agreed on for a term of two years and at a consolidated cost of 12% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

  • (5) In March 2013, the Company’s wholly-owned subsidiary Qingke Trading and Chongqing International Trust signed a trust agreement, in which RMB300 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11.5% per year. In the reporting period, the Company paid off the principal and interest of the trust fund.

  • (6) In April 2013, the Company’s holding subsidiary Beijing Jinke Napa Real Estate Co., Ltd., Business Department of the Head Office of China CITIC Bank and Kunlun Trust jointly signed a Syndicated Loan Agreement , in which RMB1,600 million (including trust financing of RMB800 million) of debt financing was agreed on for a term of two years and at a consolidated cost of 9.7% per year. In the reporting period, the Company paid off the principal and interest of the said loans.

  • (7) In July 2013, the Company and New Times Trust signed a trust agreement, in which RMB500 million of debt financing was agreed on, including RMB200 million for a term of one year and RMB300 million for a term of two years at a consolidated cost of 10.5% per year and 11.5% per year, respectively. In the reporting period, the Company paid off the principal and interest of the said loans.

  • (8) In July 2013, the Company’s wholly-owned subsidiary Jinke Group Suzhou Real Estate Development Co., Ltd. and China Industrial International Trust signed a trust agreement, in which RMB400 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11% per year. In the reporting period, the Company paid off the principal and interest of the said loans.

  • (9) In September 2013, the Company’s holding subsidiary Hunan Liangxing and Shandong International Trust signed a trust agreement, in which RMB440 million of debt financing was agreed on for a term of two years and at a consolidated cost of 8.7% per year. In the reporting period, the Company paid off the principal and interest of the said loans.

— 623 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (10) In February 2015, the Company’s holding subsidiary Chongqing Jinke Hexu Real Estate Development Co., Ltd. and Shanghai Dongyuan Tianxin Investment Center signed an Entrusted Loan Agreement , in which Chongqing Jinke Hexu Real Estate Development Co., Ltd. took a loan of RMB400 million issued from Shanghai Dongyuan Tianxin Investment Center through Chongqing Rural Commercial Bank for a term of three years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the said Entrusted Loan Agreement was still valid.

  • (11) In February 2015, the Company’s holding subsidiary Jinan Jinke Xicheng and Jinan Jinke Xiqu Investment Consultation Partnership (limited partnership) signed an Entrusted Loan Agreement , in which Jinan Jinke Xicheng took a loan of RMB300 million issued from Jinan Jinke Xiqu Investment Consultation Partnership through China CITIC Bank for a term of one year and at a consolidated cost of 10% per year. As at the end of the reporting period, the said Entrusted Loan Agreement was still valid.

  • (12) In March 2015, the Company and Southwest Securities Co., Ltd. signed an Entrusted Loan Agreement , in which the Company took a loan of RMB550 million issued from Southwest Securities Co., Ltd. through Chongqing Three Gorges Bank for a term of two years and at a consolidated cost of 11% per year. As at the end of the reporting period, the said entrusted loan agreement was still valid.

  • (13) In March 2015, the Company and China Securities Co., Ltd. signed a trust agreement, in which RMB492 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the said trust agreement was still valid.

  • (14) In May 2015, the Company’s wholly-owned subsidiary Changsha Jinke Real Estate Development Co., Ltd. and Shangdong International Trust Co., Ltd. signed a trust agreement, in which RMB600 million of debt financing was agreed on for a term of three years and at a consolidated cost of 9% per year. As at the end of the reporting period, the said trust agreement was still valid.

  • (15) In June 2015, the Company’s holding subsidiary Chengdu Jinke Junfeng and Minsheng Royal Asset Management Co., Ltd. signed an Entrusted Loan Agreement , in which Chengdu Jinke Junfeng took a loan of RMB230 million issued from Minsheng Royal Asset Management Co., Ltd. through Bank of Shanghai for a term of two years and at a consolidated cost of 10.8% per year. As at the end of the reporting period, the said entrusted loan agreement was still valid.

  • (16) In July 2015, the Company’s wholly-owned subsidiaries Shandong Baijun Real Estate Development Co., Ltd. and Qingdao Yuhua Jinke Real Estate Development Co., Ltd. signed a Creditor’s Right Transfer Agreement with CITIC Trust Co., Ltd., in which Shandong Baijun transferred all of its creditor’s rights (RMB500 million) in Qingdao Yuhua Jinke to CITIC Trust for financing for a term of two years and at a consolidated cost of 8.5% per year. As at the end of the reporting period, the said transfer agreement was still valid.

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (17) In July 2015, the Company and the Company’s wholly-owned subsidiary Shaanxi Haoyuefu Real Estate Development Co., Ltd. signed a Creditor’s Right Transfer Agreement with China Huarong Asset Management Co., Ltd., in which the Company transferred all of its creditor’s rights (RMB200 million) in Shaanxi Haoyuefu to China Huarong Asset Management Co., Ltd. for financing for a term of two years and at a consolidated cost of 11% per year. As at the end of the reporting period, the said transfer agreement was still valid.

  • (18) In July 2015, the Company and the Company’s wholly-owned subsidiary Shaanxi Jinrunda Real Estate Development Co., Ltd. signed a Creditor’s Right Transfer Agreement with China Huarong Asset Management Co., Ltd., in which the Company transferred all of its creditor’s rights (RMB200 million) in Shaanxi Jinrunda to China Huarong Asset Management Co., Ltd. for financing for a term of two years and at a consolidated cost of 11% per year. As at the end of the reporting period, the said transfer agreement was still valid.

  • (19) In September 2015, the Company took a loan of RMB500 million issued from Shenzhen Pingan Dahua Huitong Wealth Management Co., Ltd. through Bank of Jiangsu, Shenzhen Branch for a term of two years and at a consolidated cost of 11% per year; the funds were raised by Shenzhen Pingan Dahua Huitong Wealth Management Co., Ltd. through its asset management plan. As at the end of the reporting period, the said loan was still valid.

  • (20) In September 2015, the Company’s holding subsidiary Hunan Liangxing Real Estate Development Co., Ltd. took a loan of RMB500 million from Bank Of Communications International Trust Co., Ltd. for a term of two years and at a consolidated cost of 9.5% per year. As at the end of the reporting period, the said loan was still valid.

Other financing projects of the Company all went well; please refer to relevant notes to this Financial Report of the Company for details.

XXI. Bond-related issues of the Company

Does the Company have any corporate bonds which were listed on the stock exchange through public issuance and were undue by the date of authorizing issue of the annual report or had come due but were not fully cashed

Yes

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

1. Basic information about the Company’s bonds

Abbreviation of Repayment of principal
Bond name the bonds Bond code
Date of issue
Maturity date
Bond balance
Interest rate
plus interest
(RMB’0,000)
2015 corporate bonds 15 Jinke 01 112272
28 August 2015
28 August 2020
200,000
6.40%
For current bonds, simple
(the first tranche) interest (instead of
compound interest) is
calculated on a yearly
basis; the interest is paid
once a year and the
principal is repaid at one
time on the maturity date;
interest of the last
instalment is paid together
with the principal.
2015 non-public 15 Jinke Bonds 118427
16 December
16 December
125,000
7.00%
For current bonds, simple
corporate bonds 01 2015
2018
interest (instead of
(the first tranche) compound interest) is
calculated on a yearly
basis; the interest is paid
once a year and the
principal is repaid at one
time on the maturity date;
interest of the last
instalment is paid together
with the principal
Place where the corporate bonds are Shenzhen Stock Exchange
listed or transferred
Eligibility management of investors 15 Jinke 01: According to Article 2 of the _Notice on _ Rules of Shenzhen Stock Exchange for the Listing of Corporate
Bonds (Revised in 2015), if the current bonds issued encounter an adjustment to eligibility management of investors,
the current bonds will receive eligibility management of investors (only by qualified investors); public investors shall
not buy in current bonds anymore and those public investors holding bonds may choose to hold them to maturity or
sell them; the aforesaid circumstance will affect the liquidity of current bonds.
15 Jinke Bonds 01: According to the Interim Measures of Shenzhen Stock Exchange for the Administration of
Non-publicly Issued Corporate Bonds, investors applying for transfer of current bonds shall meet relevant conditions of
eligibility management of investors.
The Company’s payment of bond interest The Company did not pay bond interest during the reporting period
during the reporting period
Implementation of option clauses, 15 Jinke Bonds 01: With option of adjusting coupon rate for issuer and sell-back options for investors, the current
interchangeable terms and other bonds have a term of 5 years. The coupon rate will remain unchanged for the first three years within the duration of
special terms of the issuer or investors the current bonds; at the end of the third year within the duration of the current bonds, the issuer may choose to raise
(if applicable). the coupon rate; the annual coupon rate of the bonds is the annual coupon rate in the first 3 years within the duration
plus the basis points raised, which will remain unchanged in the last 2 years within the duration. After the issuer
announces to adjust the coupon rate, the investors have the right to sell, at par value, the bonds held by them in whole
or in part back to the issuer on the third interest payment date of the current bonds.
15 Jinke Bonds 01: With option of adjusting coupon rate for issuer and sell-back options for investors, the current
bonds have a term of 3 years. At the end of the second year within the duration of the current bonds, the issuer may
have the right to adjust the coupon rate for the third year of the bonds. If the issuer fails to exercise such right, the
coupon rate will remain unchanged in the remaining period. The investors have the right to sell, at par value, the
current bonds held by them in whole or in part back to the issuer on the second interest payment date or waive such
right and continue holding the bonds.

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

2. Information about bonds trustee managers and rating agency

Bonds trustee managers:

Name Essence Securities Office address 35F, Anlian Contact person Chen Bin Tel.: 0755-82825472
Co., Ltd. Mansion, No. 4018,
Jintian Road, Futian
District, Shenzhen
Name Huatai United Office address 6F, Block A, Feng Contact person Wang Zimeng Tel.: 010-56839300
Securities Co., Ming International
Ltd. Building, No. 22,
Fengsheng Alley,
Xicheng District,
Beijing

Rating agency conducting track rating for corporate bonds during the reporting period: Name Dagong Global Credit Rating Co., Ltd. Office address 29F, Block A, Eagle Run Plaza, No. 26, Xiaoyun Road, Chaoyang District, Beijing Reason for, procedure of and effect on investors’ interests of any Not Applicable change in the bonds trustee manager and rating agency engaged by the Company during the reporting period (if applicable)

3. Use of funds raised from issuance of corporate bonds

Details about use of funds raised During the reporting period, the Company used the funds for from issuance of corporate the purposes specified in the Prospectus ; specifically, RMB2 bonds billion of funds raised from public issuance of corporate bonds were used for repaying loans from financial institutions and RMB1.25 billion of funds raised from non-public issuance of corporate bonds were used for adding liquidity.

Balance at the end of the year 0 (RMB’0,000)

Operation status of the account of The Company’s account of raised funds worked well raised funds

Were the raised funds used in Yes accordance with the purpose, use plan and other requirements specified in the prospectus

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

4. Rating of corporate bonds

During the reporting period, the Company successively issued medium-term notes and non-public corporate bonds. The issuer was rated AA by Dagong Global Credit Rating Co., Ltd. with no rating difference.

The latest track rating will be conducted by Dagong Global Credit Rating Co., Ltd. within two months after the Company announces its 2015 Annual Report; the Company will responsively disclose relevant rating results through its official media.

5. Credit enhancement mechanism, debt repayment plan and other debt repayment safeguard measures for corporate bonds

During the reporting period, the credit enhancement mechanism, debt repayment plan and other debt repayment safeguard measures for corporate bonds remained unchanged as set out in the prospectus.

6. Convening of bond holder meetings during the reporting period

During the reporting period, the Company did not convene a bond holder meeting as there was no need for one.

7. Duty performance of bonds trustee managers during the reporting period

Essence Securities Co., Ltd. and Huatai United Securities Co., Ltd., as bonds trustee managers of the Company’s “15 Jinke 01” and “15 Jinke Bonds 01”, continuously paid attention to the Company’s operational, financial and credit positions and actively performed their duties to protect the legitimate rights and interests of bond holders.

Essence Securities Co., Ltd. will complete the Company’s 2015 bonds trustee management report within a month after announcement of the Company’s 2015 annual report; Huatai United Securities Co., Ltd. will complete the Company’s 2015 bonds trustee management report within six months after the end of the Company’s 2015 fiscal year. The Company will responsively disclose relevant reports through its official media.

— 628 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  1. Principal accounting data and financial indexes of the Company for the two years ended as at the reporting period

Unit: RMB

Same period
Item 2015 2014 rate of change
Earnings before interest, taxes, 2,302,525,559.42 1,010,740,819.1 127.81%
depreciation and amortization
(EBITDA)
Net cash flows from investing activities -965,223,856.54 -680,875,058.11 -41.76%
Net cash flows from financing activities 2,714,975,339.28 10,158,106,731.1 -73.27%
Ending balance of cash and cash 7,967,303,772.09 5,805,282,261.64 37.24%
equivalents
Current ratio 144.41% 164.48% -20.07%
Asset-liability ratio 83.95% 83.96% -0.01%
Quick ratio 25.16% 28.27% -3.11%
Total debts ratio of EBITDA 5.79% 2.89% 2.9%
Interest covered multiple 0.63 0.33 90.91%
Cash interest covered multiple 1.28 -2.15 159.74%
Interest covered multiple of EBITDA 0.68 0.35 94.29%
Loan repayment ratio 100.00% 100.00% 0
Interest payment ratio 100.00% 100.00% 0

Major reasons for an over 30% year-on-year change in the said accounting data and financial indexes

  • Applicable □ Not Applicable

Year-on-year increase in EBITDA was primarily due to a significant rise in pre-tax profit;

Decrease of net cash flows from investing activities was primarily due to a decrease in cash received in the investment recovered in the current period;

Decrease of net cash flows from financing activities was primarily due to an increase in repayment of loans in the current period;

Increase of ending balance of cash and cash equivalents was primarily due to an increase in sales proceeds and decrease in land expense in the current period;

Increase of total debts ratio of EBITDA was primarily due to a significant rise in pre-tax profit;

Increase of interest covered multiple was primarily due to a significant rise in pre-tax profit;

— 629 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

Increase of cash interest covered multiple was primarily due to an increase in sales proceeds and decrease in land expense in the current period;

Increase of interest covered multiple of EBITDA was primarily due to a significant rise in pre-tax profit.

  1. Restricted assets as at the end of the reporting period

Unit: RMB

Book value at
Book value at the the beginning of Reason for
Item end of the period the period restriction
Monetary fund 1,421,884,489.74 1,721,849,342.67 Margin deposit
Accounts receivable [Note] 162,071,601.97 346,808,430.00 Pledged loan
Inventory 18,303,055,894.48 19,766,160,882.27 Mortgaged loan
Investment property 1,932,254,486.05 1,739,433,040.23 Mortgaged loan
Fixed assets 1,369,612,973.13 576,989,350.87 Mortgaged loan
Construction in progress 149,031,423.92 612,835,176.98 Mortgaged loan
Intangible assets 24,886,771.14 28,171,281.17 Mortgaged loan
Total 23,362,797,640.43 24,792,247,504.19

[Note] According to the Accounts Receivable Pledge Agreement under the Engineering General (Excluding Design) Contract of Phase II (150 MW) of the Sixth Wind Farm (200 MW) Project in Yandun, Hami of Xinjiang Huaran Oriental New Energy Co., Ltd. signed between the subsidiary Xinjiang Huaran and Xijiang Haiwei New Energy Power Engineering Co., Ltd. (the Pledgee), the Pledgor agreed to provide the electricity charging right related to its project and all revenues under it to the Pledgee as a pledge guarantee;

According to the Entrusted Loan Agreement and the Pledge Contract of CMS Super Value - Jinke Property Asset-backed Plan No.1 under the Asset Transfer Agreement of CMS Super Value - Jinke Property Asset-backed Plan No.1 signed between the Company and the Company’s subsidiary Jinke Property Services Group Limited (the Pledgor) with CMS Asset Management Co., Limited (the Pledgee), the Pledgor agreed to provide all the property service fees and parking management fees it collected to the Pledgee as a pledge guarantee.

10. Interest payment for other bonds and debt financing instruments during the reporting period

The Company did not pay interest for other bonds and debt financing instruments during the reporting period.

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

11. Bank credit granted and used and bank loan repayment during the reporting period

Having maintained a long-term relationship with major banks like Industrial and Commercial Bank of China, China Merchants Bank and China Minsheng Bank, the Company enjoyed good credit and relatively strong financing capacity. As at the end of the reporting period, the Company had been granted a bank credit line of RMB62.396 billion in total, including RMB14.245 billion of credit used and a credit balance of RMB48.151 billion. The Company repaid RMB12.204 billion bank loans during the reporting period.

12. Implementation of relevant agreements or commitments in the bond prospectus of the Company during the reporting period

During the reporting period, the Company used the raised funds in strict compliance with the bond prospectus of the Company and did not harm the interests of bond holders.

13. Major issues during the reporting period

There were no major issues as specified in Article 45 of the Measures for the Issuance and Trading of Corporate Bonds during the reporting period.

  1. Is there any guarantor for the corporate bonds

□ Yes � No

Section 8 Directors, Supervisors, Senior Executives and Employees

IV. Remuneration of directors, supervisors and senior executives

Decisions on, basis for and actual payment of remuneration of directors, supervisors and senior executives

During the reporting period, directors, supervisors and senior executives of the Company were paid remuneration according to relevant remuneration management rules of the Company and based on their positions other than director or supervisor.

The Company only granted allowance to independent directors according to the decisions of the general meeting, not other directors and supervisors.

Remuneration of directors, supervisors and senior executives of the In RMB’0,000 Company during the reporting period

— 631 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Did the director/
supervisor/senior
Total pre-tax executive obtain
remuneration remuneration from
gained from the the Company’s
Name Position Gender Age Incumbent or not Company connected party
Huang Hongyun Chairman of the Board of Male 49 Incumbent 625.64 No
Directors
Jiang Sihai Vice Chairman and President of Male 49 Incumbent 632.08 No
the Board of Directors
He Liwei Director and Vice President Male 51 Incumbent 519.42 No
Zhang Tiancheng Director and Vice President Male 40 Incumbent 181.43 No
Liu Zhonghai Director and Board Secretary Male 40 Incumbent 165.68 No
Li Ming Independent Director Male 52 Incumbent 11.45 No
Cheng Yuanwei Independent Director Male 51 Incumbent 11.45 No
Cao Guohua Independent Director Male 49 Incumbent 10.6 No
Jiang Xingcan Chairman of the Supervisory Male 63 Incumbent 229.41 No
Committee
Han Chong Supervisor Male 43 Incumbent 47.83 No
Zhou Yangmei Supervisor Female 45 Incumbent 61.54 No
Fu Xiaowen Supervisor Male 46 Incumbent 0 Yes
Chen Changfeng Employee Supervisor Female 47 Incumbent 323.37 No
Nie Ming Employee Supervisor Female 52 Incumbent 89.54 No
Chen Hong Employee Supervisor Female 47 Incumbent 83.87 No
Li Hua Vice President and Chief Male 52 Incumbent 402.99 No
Financial Officer
Yu Linqiang Vice President Male 40 Incumbent 456.57 No
Luo Licheng Executive President Male 50 Incumbent 535.86 No
Wang Hongfei Vice President Male 50 Incumbent 377.57 No
Zong Shusheng Vice Chairman of the Board of Male 47 Resigned 145.17 No
Directors
Pan Ping Director Male 60 Resigned 0 Yes
Nie Meisheng Independent Director Female 75 Resigned 2.67 No
Liu Bin Independent Director Male 53 Resigned 5.22 No
Yuan Xiaobin Independent Director Male 46 Resigned 4.37 No
Total 4,923.73

— 632 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Equity incentive conferred to directors, supervisors and senior executives of the Company during the reporting period

�Applicable �Applicable □Not Applicable □Not Applicable □Not Applicable
Unit: share
Number of
Exercise Number of restricted
Number of Number of price of restricted Number of shares newly Number of
exercisable exercised exercised Market price shares held unlocked conferred Price of restricted
shares during shares during shares during at the end of at the shares in the during the restricted shares held
the reporting the reporting the reporting the reporting beginning of current reporting shares at the end of
Name Position period period period period the period period period conferred the period
(RMB/share) (RMB/share) (RMB/share)
Jiang Sihai Vice Chairman and 25,000,000 3.23 25,000,000
President of the
Board of Directors
He Liwei Director and Vice 3,000,000 3.23 3,000,000
President
Zhang Tiancheng Director and Vice 7,000,000 3.23 7,000,000
President
Liu Zhonghai Director and Board 7,000,000 3.23 7,000,000
Secretary
Li Hua Vice President and 9,000,000 3.23 9,000,000
Chief Financial
Officer
Yu Linqiang Vice President 7,000,000 3.23 7,000,000
Luo Licheng Executive President 10,000,000 3.23 10,000,000
Wang Hongfei Vice President 10,000,000 3.23 10,000,000
Total 78,000,000 78,000,000

— 633 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

V. Employees of the Company

1. Number, professional composition and educational background of employees

Number of in-service employees of the parent company (Person) 295
Number of in-service employees of major subsidiaries (Person) 10,133
Total number of in-service employees (Person) 10,428
Total number of paid employees in the current period (Person) 10,428
Number of paid retired employees in the parent company and major
subsidiaries (Person) 0
Professional composition
Category Number (Person)
Sales personnel 820
Technical personnel 1,633
Financial personnel 226
Administrative personnel 2,273
Operators 5,476
Total 10,428
Education level
Category Number (Person)
Master’s degree or above 226
Bachelor degree 3,189
Junior college student 1,380
Below junior college education 5,633
Total 10,428

2. Remuneration policy

According to the Labor Law , Labor Contract Law and relevant laws and regulations and in the principle of basing return on contribution and remaining competitive in the industry, the Company stuck to a labor contract system for all employees and determined employees’ remuneration by their personal ability, job responsibility, value contribution and market value. The Company has paid basic old-age insurance, medical insurance, unemployment insurance, work-related injury insurance, maternity insurance and housing provident fund for employees pursuant to relevant state and local government regulations.

— 634 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

3. Training programs

Through effective training and education, the Company kept developing employees’ potential and helped them improve their occupational ability, occupational quality and professionalism as well as lifelong employability. In the year the Company ensured not more than 50 hours of training for managerial personnel and not more than 30 hours of training for operators. Various subsidiaries organized professional skill training and the Group organized management training, realizing 99% coverage of employee training.

4. Labor outsourcing

□ Applicable � Not Applicable

Section 9 Corporate Governance

VIII. THE EVALUATION AND INCENTIVE MECHANISM FOR SENIOR EXECUTIVES

With a complete evaluation and remuneration incentive mechanism, the Company conducted senior executive evaluation based on completion of key tasks, key performance indicators and assigned duties in the year. Remuneration of senior executives, on a post salary basis, consisted of fixed wages, bonus and social insurance & welfare; specifically, fixed wages were determined by post evaluation, job family and market position; bonus was determined by personal performance and fulfilment of job objectives; social insurance & welfare were determined by relevant regulations of the state and relevant systems of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS OF THE RESULTS OF JINKE PROPERTY FOR THE YEAR ENDED 31 DECEMBER 2016

Section 3 Business Highlights

I. Main businesses the Company engaged in during the reporting period

The Company is a large conglomerate focusing on real estate development, supplemented by operation in relevant industries such as community life service, hotel operation and management, landscaping, doors and windows and new energy power generation. The Company has class A qualification in real estate development, and its subsidiaries have class A qualification in respect of property management, urban landscaping and greening, landscaping planning and design, and professional contracting of building and decoration engineering. Regarding the real estate sector, the Company mainly engages in residential development independently, together with development of commercial property and development and operation of industrial property. The Company’s marketing is mainly carried out by its own marketing team. Its real estate business is mainly located in the Yangtze River Delta Economic Circle, Beijing-Tianjin-Hebei Economic Circle, Chengdu-Chongqing Economic Circle and the Yangtze River Economic Belt (known as “Three Circles and One Belt”),

— 635 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

forming a regional development pattern covering Chongqing, East China, North China and West-Central China. The Company has carried out business in 14 provinces (cities) across the country, with the development projects mostly in Chongqing, Beijing, Tianjin, Suzhou, Nanjing, Hefei, Zhengzhou, Chengdu, Wuhan and other main tier-1 and tier-2 cities.

Community life services become a development priority during the Company’s real estate transformation and upgrading. By building smart life communities, the Company provides the property project owners under its management with all-round people-oriented services, with basic property fee and income from other value-added services as the main income contributors. Its businesses cover Chongqing, Beijing, Sichuan, Jiangsu, Hunan, Shaanxi, Shandong, etc.

II. Material changes in major assets

Major assets Description of material changes
Equity assets Up by 101.04% on a year-on-year basis, primarily ascribable
to increased external investment
Fixed assets No material change
Intangible assets No material change
Construction in progress Up by 255.17% on a year-on-year basis, primarily ascribable
to increased investment in new energy projects in the current
period
Monetary fund Primarily ascribable to sales proceeds and funds raised
through non-public issuance of shares in the current period

Section 4 Operation Discussion and Analysis

  • I. Overview

  • (I) Analysis of the real estate market in 2016

  • Analysis of the real estate market position nationwide in 2016

In 2016, the real estate policy stayed closely with the main tone of “solving the real estate inventory problem and promoting sustainable development of the real estate industry”; especially in the first half of 2016, various supporting policies including decrease of down payment for the first housing, adjustment of real estate purchase tax and reduced benchmark interest rate for banks were rolled out in succession. Under the influence of sustained monetary and industry policy easing and intensive release of upgrading demand, the real estate market saw an increase in both price and volume, scaling a new high. Data from the National Bureau of Statistics showed that in 2016 the real estate development investment nationwide came up to RMB10,258.1 billion, representing a nominal growth of 6.9% (or actual growth of 7.5% with price put aside) as compared with last year, and the growth rate was 5.9 ppts more than that in the preceding year, among which, residential investment

— 636 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

increased by 6.4% to RMB6,870.4 billion; sold GFA of commodity housing nationwide rose 22.5% from last year to 1,573.49 million m[2] , of which, the sold GFA of residential housing grew 22.4%; sales amount of commodity housing increased 34.8% to RMB11,762.7 billion, of which, the sales amount of residential housing grew 36.1%. Amid intensified regional differentiation, industrial concentration was further enhanced, pointing to an increasingly evident market fragmentation.

Rapid rise of house price and land price in hotspot cities arouse great attention of the country. From the third quarter of 2016 onwards, to curb the constantly warming real estate market, the meeting of the Political Bureau began to release control signal, and large cities quickly rolled out real estate control policies in response. The Central Economic Work Conference also made it clear that “houses are for self-living rather than speculation”, and some hotspot cities also tightened their previously easing policies on real estate.

2. Analysis of the real estate markets around major projects of the Company

As at the end of the reporting period, the Company has carried out real estate business in 14 provinces (cities). During the reporting period, the contracted real estate sales amount of the Company mainly came from Chongqing, Zhengzhou, Wuxi, Suzhou, Jinan, Beijing and Chengdu. The real estate market positions in these cities in 2016 are roughly as follows:

Transaction
area of land Sales The Contracted The
for In- Sold GFA of amount of Company’s amount of Company’s
commodity Newly construction Completed commodity commodity contracted the market
City housing started GFA GFA GFA housing housing sold GFA Company share
(0’000 m2) (0’000 m2) (0’000 m2) (0’000 m2) (0’000 m2) (RMB’00 (0’000 m2) (RMB’00 (%)
million) million)
Chongqing 5,521.02 4,875.16 27,363.39 4,421.30 6,257.15 3,432.00 277.12 146.86 4.43
Zhengzhou 2,475.87 5,287.21 14,229.97 1,455.24 2,859.18 2,333.89 22.96 24.03 0.80
Wuxi 813.33 978.18 5,981.17 1,171.01 1,272.72 1,106.02 28.83 19.69 2.27
Suzhou 2,139.38 2,966.51 12,124.10 1,882.07 2,494.05 3,322.54 13.20 17.87 0.53
Jinan 1,448.47 1,944.94 7,920.35 1,134.12 1,425.29 1,175.49 18.28 12.89 1.28
Beijing 415.44 2,795.57 12,976.00 2,369.95 1,658.93 4,561.60 3.18 12.78 0.19
Chengdu 2,015.11 4,312.79 19,880.94 2,734.24 3,928.77 2,948.07 18.91 12.76 0.48

Note: The aforesaid data are from China Index Academy and the Company

(II) Summary of the Company’s operation during the reporting period

1. The Company’s overall operation during the reporting period

  • I Operating results hit a new high. In 2016, the Company posted operating revenue of RMB32,235 million, up 66.17% year on year, and net profit of RMB1,790 million, up 45.13% year on year; in particular, the net profit attributable to shareholders of the listed company was RMB1,232 million (with the effect of entrusted loans without a fixed term excluded), up 9.69% year on year. In 2016, various business segments of the Company posted a combined sales

— 637 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

amount of about RMB34.1 billion, representing a year-on-year rise of about 43%, the highest level in history; in particular, the real estate sector recorded contracted sales amount of about RMB31.9 billion, up approximately 44% year on year, and contracted sold GFA of about 4.99 million m[2] , up approximately 50% year on year. In 2016, the newly started GFA came in at about 5.68 million m[2] , completed GFA was approximate to 7.15 million m[2] and booked GFA was about 4.98 million m[2] ; 72 projects were under construction at the end of 2016, with in-construction GFA of about 11.55 million m[2] .

  • II Development capability was continuously improved. During the reporting period, the Company obtained land resources effectively, and the full-year investment in land projects amounted to about RMB20.8 billion, with 34 parcels of land acquired in total. The Company entered key cities including Zhengzhou, Nanjing, Wuhan, Tianjin and Nanjing for the first time, basically completing the layout in “10 core cities” included in the Three Circles and One Belt and gradually effectuating the development philosophy of “focusing on development in hotspot tier-2 cities, supplemented by development in tier-1 and core tier-3 cities, and gradually exiting tier-4 cities”. In 2016, the Company carried out 10 acquisition and cooperation projects, with its capability to secure projects improved continuously. By the end of the reporting period, the Company had substantial land reserve, with the buildable area up to 18.46 million m[2] .

  • III Evident results were achieved in asset operation. During the reporting period, the Company completed non-public issuance of shares as scheduled and raised funds of RMB4.5 billion, which improved its capital structure and effectively reduced the asset-liability ratio. The Company stepped up direct financing through capital market and leveraged bond financing, directly financing RMB15.5 billion. Through innovative securitization of assets of final real estate payment receivable, the financing cost scaled a new low and the liability structure was continuously improved. In 2016, sales proceeds of the Company were RMB32,946 million, up 36.20% year on year; the balance of monetary funds at the end of the period was RMB17,645 million, up 87.93% year on year, pointing to the improved cash flow position and enhanced debt repayment ability.

  • IV The sales pattern experienced constant optimization. In 2016, starting with supply-side reform, the Company insisted on property destocking and sped up sales in tier-3 and tier-4 cities, and the full-year contracted sales amount from main tier-1 and tier-2 cities and capital cities amounted to about RMB23.4 billion, accounting for about 73% of the total sales, indicating a continuously improving sales pattern. The Company maintained a leadership in Chongqing market, with the contracted sales amount up to RMB14.7 billion and market share as high as 4.43%.

  • V Industrial upgrading got momentum. During the reporting period, the Company set up an integrated community service group and education company, continuously promoting its industrial upgrading. Community life service performance was improved steadily, platform operation achieved initial results and full-year new contract area was on an upward trend. Moreover, the Company also expanded its business by entering more than 60 cities in Zhejiang, Shanxi, Hubei and Liaoning, with more than 300 projects under management. Under the further improved and expanded community operation and management system, the Company saw revenue add up to RMB970 million, representing a year-on-year growth of 45%, and net profit

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

surpass RMB100 million, representing a year-on-year growth of 150%. With the setup of the “Tianqi” community big data platform, the Company basically formed the information management capability. Integrated industrial operation gained momentum, the new project Liangjiang Health, Science and Technology City in Chongqing was secured, and full-year cumulative contracted sales of industrial projects reached RMB950 million, indicating the initial operation effects.

  • VI Brand influence was continuously built up. The Company has been named one of China’s top 100 real estate enterprises for 12 years in a row and won many honorary titles including “China’s Top 20 Listed Real Estate Companies with Comprehensive Strength in 2016” and “China’s Top 10 Property Service Providers in 2016”. The Company paid sustained attention to investor relations management and earnestly protected shareholders’ interests, it received 51 institutions and organized six general meetings during the year. In 2016, the Company’s shares were successively included as targets in margin trading and short selling and Shenzhen-Hong Kong Stock Connect. The Company’s Board secretary won the 6th title of “Golden Board Secretary” granted by New Fortune and entered the “Half of Fame” of New Fortune.

  • Operation and development of the Company’s real estate projects during the reporting period

  • (1) The Company’s land reserves

By the end of the reporting period, the buildable area of the Company’s land reserve was about 18.46 million m[2] . The new project land reserves during the reporting period are as follows:

Capacity
Equity building
SN Land name Region **percentage ** Land area area
(m2) (m2)
1 Wawuli Project in Zhengzhou Zhengzhou, Henan 50% 160,343 561,199
2 Baohuashan Project Zhenjiang, Jiangsu 100% 355,884 340,836
3 Liangjiang Industrial Project Chongqing 100% 272,600 378,101
4 Lvbo Project in Zhengzhou Zhengzhou, Henan 40% 66,588 166,435
5 Peninsula No. 1 Project in Hefei Hefei, Anhui 100% 288,000 188,500
6 Wenjiang Project Chengdu, Sichuan 100% 93,844 234,611
7 Zhaiziping Project in Kai County Chongqing 100% 139,513 380,652
8 Binhu East Road Land in Kaizhou Chongqing 100% 24,400 47,000
9 Zhangqiu Project in Jinan Jinan, Shandong 50% 199,999 301,599
10 Land for Zone F of Lijia Cluster Chongqing 100% 156,205 156,207
in Chongqing
11 Shuangshan Land in Chongqing Chongqing 100% 20,800 51,978
12 Wujiaqu Project in Urumqi Urumqi, Xinjiang 51% 274,753 424,383

— 639 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

SN
Land name
Region
Equity
percentage Land area
(m2)
13
Jixing West Road Project in
Gaoxin District, Nanning
Nanning, Guangxi
49%
82,684
14
Hedong District Project in Liuzhou
Liuzhou, Guangxi
100%
90,066
15
Xiangsihu Project in Gaoxin
District, Nanning
Nanning, Guangxi
100%
88,412
16
Lanshan Mansion Project in Jinan
Jinan, Shandong
100%
83,333
17
Roland Mansion Project in
Qingdao
Qingdao, Shandong
100%
16,267
18
Peach Garden Project in Tai’an
Tai’an, Shandong
100%
217,333
19
Yaohai Project in Hefei
Hefei, Anhui
100%
71,080
20
Baohe Project in Hefei
Hefei, Anhui
100%
97,200
21
Luyang Project in Hefei
Hefei, Anhui
100%
21,473
22
East Land of Tuanbo Outlets
Tianjin
100%
209,258
23
East New City Project in Kai
County
Chongqing
100%
49,249
24
Land for Zone M of Caijia
Chongqing
100%
177,239
25
Land for Zone P of Caijia
Chongqing
100%
188,667
Total
3,445,190
Capacity
building
area
(m2)
413,419
207,900
353,700
266,795
30,954
158,496
142,159
213,843
38,651
251,110
172,371
403,708
246,614
6,131,221

— 640 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Actual investment amount as at the end of the reporting period (RMB0’000) 251,012 174,494 293,811 666,586 468,949 210,898 207,473 165,696 212,755 226,215 92,292
Estimated total project investment amount (RMB0’000) 287,558 216,647 358,772 720,000 845,800 387,420 540,000 240,392 429,228 437,603 250,000
Cumulative completed GFA as at the end of the reporting period (m2) 435,187 301,559 478,483 1,612,543 207,350 228,803 321,451 485,487 335,995 132,375
GFA (m2) 793,736 789,259 924,045 1,835,796 1,643,159 540,885 1,002,708 736,645 946,065 1,093,584 600,974
Capacity building area (m2) 673,801 653,233 727,767 1,492,616 1,353,240 492,614 758,930 625,927 830,517 899,542 497,924
Equity percentage Land area (m2) 100%
259,248
100%
323,921
100%
396,067
100%
681,649
100%
518,818
51%
150,851
100%
276,230
100%
194,927
100%
333,521
100%
341,831
100%
197,570
Location
Progress
Chongqing Under construction Chongqing Under construction Chongqing Under construction Chongqing Under construction Chongqing Under construction Chongqing Under construction Chongqing Under construction Chongqing Under construction Chongqing Under construction Chongqing Under construction Chongqing Under construction
Business type Residential Residential Residential Residential Residential Residential Residential Residential Residential Residential Residential
Project Bishan Central Park Jiangjin Central Park Caijia Jinke City Bridge Village Xiyong Tianchen Jinke Times Center Tianyuandao Dazu Central Park Rongchang World City Changshou World City Fengdu Golden Coast
SN 1 2 3 4 5 6 7 8 9 10 11

— 641 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Actual investment amount as at the end of the reporting period (RMB0’000) 113,278 126,200 271,166 190,492 111,395 37,558 40,955 117,057 151,623 481,155 169,940 215,317 128,297
Estimated total project investment amount (RMB0’000) 222,043 232,214 287,248 304,850 300,000 221,384 220,000 249,138 200,000 515,579 241,426 235,015 232,783
Cumulative completed GFA as at the end of the reporting period (m2) 222,180 891,924 186,013 101,295 582,824 197,752 415,350 139,235
GFA (m2) 639,680 696,814 891,924 821,999 1,020,455 462,003 990,196 856,452 262,369 710,400 382,541 466,242 472,917
Capacity building area (m2) 505,922 592,506 750,328 701,834 798,387 375,689 953,815 711,469 221,440 521,472 277,216 362,169 382,473
Equity percentage Land area (m2) 100%
259,758
80%
288,811
100%
213,129
60%
329,915
100%
318,579
100%
139,513
100%
292,066
100%
368,482
51%
62768
100%
206,455
100%
105,704
100%
142,694
100%
166410
Location
Progress
Chongqing Under construction Chongqing Under construction Chongqing Completed Chongqing Under construction Chongqing Under construction Chongqing Not commenced Chongqing Under construction Zunyi,
Under
Guizhou
construction
Kunming,
Under
Yunnan
construction
Wuxi,
Under
Jiangsu
construction
Wuxi,
Under
Jiangsu
construction
Wuxi,
Under
Jiangsu
construction
Rugao,
Under
Jiangsu
construction
Business Project
type
Lidu Central Park
Residential
Nanhu Jinke
Residential
Tianchen Kaizhou City
Residential
Yunyang World
Residential
City Wanzhou World
Residential
View Kaizhou Yunxitai
Residential
Wushan Jinke City Residential Zunyi Central
Residential
Park Yunnan Jinke
Residential
Times Center Wuxi World City
Residential
Wuxi Jinke Center Residential Wuxi Milan
Residential
Rugao World City
Residential
SN 12 13 14 15 16 17 18 19 20 21 22 23 24

— 642 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Actual investment amount as at the end of the reporting period (RMB0’000) 404,051 170,848 279,282 70,573 69,822 202,530 159,087 80,029 353,204 56,566
Estimated total project investment amount (RMB0’000) 767,260 195,651 504,520 115,507 270,266 350,000 229,411 337,391 444,125 188,881
Cumulative completed GFA as at the end of the reporting period (m2) 274,304 335,802 199,644 182,553
GFA (m2) 1,452,242 305,681 772,659 603,035 261865 815,024 492,872 771,327 303,205 668,677
Capacity building area (m2) 1,133,327 223,526 557,038 566,306 252,579 637,677 418,045 618,542 234,571 647,801
Equity percentage Land area (m2) 51%
269,988
100%
65,239
50%
160347
100%
633,250
100%
350,956
70%
160,882
100%
94,118
51%
160,592
100%
80,118
55%
333,998
Progress Under construction Under construction Under construction Under construction Not commenced Under construction Under construction Under construction Under construction Under construction
Location Jinan, Shandong Qingdao, Shandong Zhengzhou, Henan Hefei, Anhui Zhenjiang, Jiangsu Neijiang, Sichuan Changsha, Hunan Xianyang, Shaanxi Beijing Changsha, Hunan
Business type Residential Residential Residential Residential Residential Residential Residential Residential Residential Industrial
Project Jinan Jinke City Qingdao Ruichanglu Zhengzhou Jinke City Hefei Peninsula No. 1 Baohuashan Project Neijiang Park Palace Changsha Times Center Shaanxi World City Beijing Nature City Changsha Liangjiang Science and Technology City
SN 25 26 27 28 29 30 31 32 33 34

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

— 644 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

(3) Sales of major real estate projects

Total
saleable GFA with
GFA as of pre-sale Booked
Business Equity the end of permit in GFAin
SN Project type Region percentage 2016 2016 2016
(m2) (m2) (m2)
1 Chayuan Central Residential Chongqing 100% 413,782 163,812 168,897.56
Imperial Garden
2 Jiangjin Central Park Residential Chongqing 100% 469,948 264,357 156,011.53
3 Jinke City Residential Chongqing 100% 371,808 173,873 255,456.89
4 North Land of Residential Chongqing 51% 110,814 62,025 63,300.29
Konggang Project
5 Bridge Village Residential Chongqing 100% 1,563,548 339,149 256,468.09
6 Nanchuan World City Residential Chongqing 100% 224,197 121,348 85,952.20
Phase I
7 Shuangshan Jinke Residential Chongqing 100% 116,343 79,903 48,093.23
Star
8 Tianyuandao Residential Chongqing 100% 143,732 143,732 0
9 Xiyong Tianchen Residential Chongqing 80% 576,897 280,785 112,297.52
10 Fuling Nature City Residential Chongqing 80% 431,393 179,283 213,377.24
11 Nanhu Jinke Residential Chongqing 80% 141,542 113,076 0
Tianchen
12 Jinke World View Residential Chongqing 100% 136,653 117,099 0
13 Jinke Vega de la Residential Chongqing 100% 159,584 132,770 0
Reina
14 Kaizhou Wealth Residential Chongqing 100% 465,095 152,722 82,932.48
Center
15 Yunyang Jinke World Residential Chongqing 60% 428,597 193.766 116,724.48
City
16 Zunyi Jinke Central Residential Zunyi, 100% 352,828 186,919 82,405.76
Park Guizhou
17 Yunnan Jinke Times Residential Kunming, 51% 159,114 159,114 0
Center Yunnan
18 Chengdu Jinke Residential Chengdu, 100% 154,157 98,103 0
Oriental Elegance Sichuan
County
19 Hunan Jinke Center Residential Changsha, 100% 262,228 167,350 96,590.63
Hunan
20 Xi’an Nature City Residential Xi’an, 100% 177,465 113,340 76,683.74
Shaanxi

— 645 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Total
saleable GFA with
GFA as of pre-sale Booked
Business Equity the end of permit in GFAin
SN Project type Region percentage 2016 2016 2016
(m2) (m2) (m2)
21 Wuxi Jinke Center Residential Wuxi, 100% 229,114 78,239 153,161.56
Jiangsu
22 Wuxi World City Residential Wuxi, 100% 579,909 239,476 126,357.53
Jiangsu
23 Suzhou World View Residential Suzhou, 100% 175,750 84,412 57,712.59
Jiangsu
24 Suzhou Jinke Palace Residential Suzhou, 100% 220,825 58,362 29,308.41
Jiangsu
25 Suzhou Eastern Residential Suzhou, 100% 50,243 36,999 0
Palace Jiangsu
26 Zhengzhou Jinke City Residential Zhengzhou, 50% 238,645 238,645 0
Henan
27 Hefei Peninsula Residential Hefei, Anhui 100% 329,118 76,878 42,397.51
No. 1
28 Jinan Jinke City Residential Jinan, 51% 529,090 236,081 233,911.48
Shandong
29 Beijing Jinke Palace Residential Beijing 100% 164,951 68,302 48,424.25
30 Changsha Science Residential Changsha, 55% 0 169,144 0
and Technology City Hunan
(4) Major rental projects
Business Equity
SN Project type Region percentage **Floor area ** Rental rate
(m2)
1 Jinke International Plaza Commercial Yubei District, 100% 106,927.62 100%
Chongqing
2 Fuling World Corridor B Commercial Fuling District, 100% 94,089.73 80.61%
Chongqing

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (5) Corporate financing
Balance at the end Financing cost
SN Project of the period range Term structure
(RMB)
1 Bank loans 17,889,861,794 4.75%-11% 1-7 years
2 Loans from non-bank 4,638,489,600 6.1%-11.5% 1-3 years
financial institutions
3 Bonds 22,120,000,000 4.7%-7.2% 1-5 years
Total 44,648,351,394

(6) Income and cost statements of major projects

Business Operating Gross
SN Region type Project revenue Operating cost margin
(RMB) (RMB)
1 Chongqing Residential Chongqing Jinke Times 1,489,137,652.69 956,711,947.17 35.75%
Center
2 Chongqing Residential Chongqing Jinke Bridge 1,391,964,940.90 1,000,535,093.46 28.12%
Village
3 Chongqing Residential Chongqing Kaixian Kaizhou 865,344,051.90 568,006,897.91 34.36%
City
4 Chongqing Residential Chongqing Kaixian Jinke 454,629,757.53 245,584,165.74 45.98%
Wealth Center
5 Chongqing Residential Chongqing Jinke Central 1,127,917,623.95 1,009,270,694.53 10.52%
Imperial Garden
6 Chongqing Residential Chongqing Beibei Jinke City 1,762,038,956.96 1,416,288,753.48 19.62%
7 Chongqing Residential Chongqing Jiangjin Jinke 802,258,306.66 614,178,505.17 23.44%
Central Park
8 Chongqing Residential Chongqing Fuling Jinke 1,029,126,294.69 799,379,354.59 22.32%
Nature City
9 Chongqing Residential Chongqing Changshou Jinke 912,579,524.68 768,077,053.67 15.83%
World City
10 Chongqing Residential Chongqing Xiyong Tianchen 714,569,879.96 635,260,911.11 11.10%
11 Chongqing Residential Chongqing Yunyang Jinke 612,414,639.09 476,016,415.39 22.27%
World City
12 Chongqing Residential Chongqing Bishan Jinke 609,363,294.11 534,350,483.31 12.31%
Central Park
13 Chongqing Residential Chongqing Dazu Jinke 592,148,186.21 477,221,779.00 19.41%
Central Park
14 Chongqing Residential Chongqing Hechuan Nature 431,581,744.22 344,345,897.05 20.21%
City Project

— 647 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Business Operating Gross
SN Region type Project revenue Operating cost margin
(RMB) (RMB)
15 Chongqing Residential Chongqing Rongchang World 508,681,896.95 382,782,588.45 24.75%
City
16 Chongqing Residential Chongqing Jinke Konggang 483,615,903.17 278,988,270.86 42.31%
City
17 Chongqing Residential Chongqing Nanchuan Jinke 431,967,201.67 375,749,244.11 13.01%
World City
18 Beijing Residential Beijing Jinke Napa House 1,381,450,718.89 1,271,413,698.20 7.97%
19 Hunan Residential Changsha Jinke Center 540,009,796.32 457,308,679.45 15.31%
20 Sichuan Residential Neijiang Park Palace 652,310,457.28 535,216,122.05 17.95%
21 Sichuan Residential Chengdu Jinke Center 503,639,045.02 386,743,461.80 23.21%
22 Shaanxi Residential Xi’an Jinke Nature City 523,600,694.95 470,502,652.84 10.14%
23 Jiangsu Residential Wuxi Wealth Commercial 1,215,280,584.45 996,884,807.99 17.97%
Plaza
24 Jiangsu Residential Wuxi Chengnan Aristocratic 930,581,839.46 859,327,623.19 7.66%
Family
25 Jiangsu Residential Suzhou Nature Garden 1,046,382,039.34 923,796,450.72 11.72%
26 Jiangsu Residential Jiangsu Rugao Jinke World 524,447,919.24 449,920,315.30 14.21%
City
27 Jiangsu Residential Suzhou World View 524,323,623.57 421,411,948.96 19.63%
28 Jiangsu Residential Suzhou Scene Mansion 502,744,019.39 415,525,946.50 17.35%
29 Jiangsu Residential Zhangjiagang Bridge 501,579,667.72 431,498,115.71 13.97%
Mansion
30 Jiangsu Residential Zhangjiagang Bridge Court 932,717,910.25 705,248,117.78 24.39%
31 Guizhou Residential Zunyi Jinke Central Park 501,216,560.71 370,181,202.31 26.14%
32 Shandong Residential Jinan Jinke World City 1,630,386,105.09 1,185,261,588.31 27.30%
  1. New energy business

During the reporting period, the Company stepped up management of grid-connected projects and took a series of measures to solve the problem of wind power curtailment and rationing. In 2016, on-grid power was 326,228,100 kwh, representing a year-on-year growth of 31.4%, and the power rationing loss ratio was 47.4%, representing a year-on-year decrease of 1.6 ppts. The Company strengthened collection of tariff subsidies and cumulatively recovered tariff subsidies of RMB64.73 million. As at the end of the reporting period, assets of new energy projects amounted to RMB2,590,545,200, and net assets were RMB925,114,900. In 2016, the operating revenue came in at RMB140,812,800, up 15.4% year on year.

During the reporting period, the Company actively promoted construction of the 200,000 kw Jingxia Project, and the full-year investment added up to RMB560 million, completing approximately 36% of the investment schedule.

— 648 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

II. Analysis of main businesses

1. Overview

Refer to the contents of “I. Overview” in “Operation Discussion and Analysis”.

2. Revenue and cost

  • (1) Composition of operating revenue

Unit: RMB

2016 2016 2015
Percentage Percentage Year-on-
in the in the year
operating operating increase/
Amount revenue Amount revenue decrease
Total operating revenue 32,235,441,627.03 100% 19,398,573,320.90 100% 66.17%
By sector
Real estate sales 30,259,794,518.79 93.87% 18,033,959,311.54 92.96% 67.79%
Property management 972,900,790.65 3.02% 588,934,957.61 3.04% 65.20%
Hotel operation 281,605,571.48 0.87% 201,973,043.37 1.04% 39.43%
New energy 140,812,768.39 0.44% 121,968,406.24 0.63% 15.45%
Landscaping and others 580,327,977.72 1.80% 451,737,602.14 2.33% 28.47%
By product
Real estate sales 30,259,794,518.79 93.87% 18,033,959,311.54 92.96% 67.79%
Property management 972,900,790.65 3.02% 588,934,957.61 3.04% 65.20%
Hotel operation 281,605,571.48 0.87% 201,973,043.37 1.04% 39.43%
New energy 140,812,768.39 0.44% 121,968,406.24 0.63% 15.45%
Landscaping and others 580,327,977.72 1.80% 451,737,602.14 2.33% 28.47%
By region
Chongqing 19,910,349,049.92 61.77% 15,069,887,440.51 77.69% 32.12%
Jiangsu 6,715,272,618.06 20.83% 2,910,015,099.00 15.00% 130.76%
Other regions 5,609,819,959.05 17.40% 1,418,670,781.39 7.31% 295.43%
  • (2) Sectors, products or regions from which the revenues account for over 10% of the Company’s operating revenue or operating profit

  • Applicable □ Not Applicable

Whether the Company needs to abide by requirements for disclosure by special industry Yes

— 649 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Real estate

Unit: RMB
Increase/
decrease in
operating
revenue as Increase/ Increase/
compared decrease in decrease in
with the operating cost as gross margin as
same period compared with compared with
of the the same period the same period
Operating Gross preceding of the preceding of the preceding
revenue Operating cost margin year year year
By sector
Real estate 30,259,794,518.79 24,297,619,251.82 19.70% 67.79% 85.51% Decrease of
sales 7.67%
By product
Real estate 30,259,794,518.79 24,297,619,251.82 19.70% 67.79% 85.51% Decrease of
sales 7.67%
By region
Chongqing 19,910,349,049.92 15,132,973,089.78 23.99% 32.12% 37.38% Decrease of
2.91%
Jiangsu 6,715,272,618.06 5,656,272,404.56 15.77% 130.76% 152.76% Decrease of
7.32%

As the statistical calibre of main business data of the Company was adjusted in the reporting period, the main business data are those adjusted as per the calibre at the end of the reporting period in the past one year.

  • Applicable � Not Applicable

  • (3) Whether the Company’s sales revenue from material objects is higher than labor service revenue

�Yes □ No

Year-on-year
increase/
Sector Item Unit 2016 2015 decrease
Real estate Contracted sales 0,000 m2 499 332 50.30%
development area
Contracted sales RMB100 319 221 44.34%
amount million

— 650 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

Description of reasons for a year-on-year change of over 30% in relevant data

  • Applicable □Not Applicable

The Company’s real estate sales increased significantly during the reporting period.

  • (4) Performance of major sales contracts signed by the Company as at the reporting period

  • Applicable � Not Applicable

  • (5) Composition of operating revenue

Sector and product classification

Unit: RMB

2016 2015
Percentage in Percentage in Year-on-year
**the ** operating the operating increase/
Sector Item Amount cost Amount cost decrease
Real estate sales Real estate sales 24,297,619,251.82 95.10% 13,097,536,021.97 94.31% 85.51%
Property Property management 756,240,869.37 2.96% 452,045,818.68 3.26% 67.29%
management
Hotel operation Hotel operation 83,118,160.85 0.33% 63,023,806.93 0.45% 31.88%
New energy New energy 74,743,910.43 0.29% 44,509,612.98 0.32% 67.93%
Landscaping and Landscaping and 337,881,020.35 1.32% 229,888,396.42 1.66% 46.98%
others others

Unit: RMB

2016 2015
Percentage in Percentage in Year-on-year
**the ** operating the operating increase/
Product Item Amount cost Amount cost decrease
Real estate sales Real estate sales 24,297,619,251.82 95.10% 13,097,536,021.97 94.31% 85.51%
Property Property management 756,240,869.37 2.96% 452,045,818.68 3.26% 67.29%
management
Hotel operation Hotel operation 83,118,160.85 0.33% 63,023,806.93 0.45% 31.88%
New energy New energy 74,743,910.43 0.29% 44,509,612.98 0.32% 67.93%
Landscaping and Landscaping and 337,881,020.35 1.32% 229,888,396.42 1.66% 46.98%
others others

— 651 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (6) Whether the consolidation scope changed in the reporting period

  • Yes □No

See the Company’s financial report and Note VI to the Consolidated Financial Statements for details.

  • (7) Material changes or adjustments in the Company’s businesses, products or services in the reporting period

□ Applicable � Not Applicable

  • (8) Information about main customers and main suppliers

Information about the Company’s main customers

Total amount of sales to the top 5 customers (RMB) 224,117,373.72
Percentage of the total amount of sales to the top 5 customers in the 0.70%
annual total sales amount
Percentage of the amount of sales to connected parties among the top 0.00%
5 customers in the annual total sales amount

Information about the Company’s top 5 customers

Percentage in the
annual total sales
SN Name of customer Sales amount amount
(RMB)
1 Customer 1 140,812,768.39 0.44%
2 Customer 2 23,980,000.00 0.07%
3 Customer 3 21,643,333.33 0.07%
4 Customer 4 19,350,000.00 0.06%
5 Customer 5 18,331,272.00 0.06%
Total 224,117,373.72 0.70%

Other information about the main customers

  • Applicable � Not Applicable

— 652 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Information about the Company’s main suppliers

Total amount of purchase from the top 5 suppliers (RMB) 2,685,303,739.69 Percentage of the total amount of purchase from the top 5 suppliers in 23.00% the annual total purchase amount

Information about the Company’s top 5 suppliers

Percentage in Percentage in
annual total
SN Name of supplier Purchase amount purchase amount
(RMB)
1 Supplier 1 1,105,457,516.45 9.47%
2 Supplier 2 573,157,655.49 4.91%
3 Supplier 3 378,628,453.69 3.24%
4 Supplier 4 347,616,314.06 2.98%
5 Supplier 5 280,443,800.00 2.40%
Total 2,685,303,739.69 23.00%

Other information about the main suppliers

□ Applicable � Not Applicable

3. Expenses

Unit: RMB

Year-on-year
increase/ Description of
2016 2015 decrease material changes
Sales expenses 980,862,344.26 693,511,364.21 41.43% Primarily ascribable
to increased sales in
the current period
Management 1,247,074,213.53 922,634,484.07 35.16% Primarily ascribable
expenses to regional
expansion and
increased
development
projects in the
current period
Financial 305,433,886.51 268,251,960.03 13.86%
expenses

— 653 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  1. R&D investment □ Applicable � Not Applicable 5. Cash flow

Unit: RMB

Year-on-year
increase/
Item 2016 2015 decrease
Subtotal of cash inflows from 37,616,162,021.23 27,149,506,802.23 38.55%
operating activities
Subtotal of cash outflows for 31,372,040,540.59 26,737,236,774.52 17.33%
operating activities
Net cash flows from operating 6,244,121,480.64 412,270,027.71 1414.57%
activities
Subtotal of cash inflows from 13,694,619.72 67,189,911.11 -79.62%
investing activities
Subtotal of cash outflows for 5,664,683,387.92 1,032,413,767.65 448.68%
investing activities
Net cash flows from investing -5,650,988,768.20 -965,223,856.54 485.46%
activities
Subtotal of cash inflows from 39,681,420,933.82 31,622,219,872.03 25.49%
financing activities
Subtotal of cash outflows for 30,982,871,266.14 28,907,244,532.75 7.18%
financing activities
Net cash flows from financing 8,698,549,667.68 2,714,975,339.28 220.39%
activities
Net increase in cash and cash 9,291,682,380.12 2,162,021,510.45 329.77%
equivalents

Description of main reasons for material year-on-year changes in relevant data

� Applicable □ Not Applicable

Increase in subtotal of cash inflows from operating activities is primarily due to increase in sales proceeds in the current period; increase in net cash flows from operating activities is primarily due to increase in sales proceeds in the current period; increase in subtotal of cash outflows for investing activities is primarily due to investment in new energy projects and consideration paid for debt-assumed acquisition of project companies in the current period; decrease in net cash flows from investing activities is primarily due to investment in new energy projects and consideration paid for debt-assumed acquisition of project companies in the current period; increase in net cash flows from

— 654 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

financing activities is primarily due to increased issue of medium-term notes and non-public issuance of bonds in the current period; increase in net increase in cash and cash equivalents is primarily due to increased sales proceeds and funds raised through non-public issuance of shares in the current period.

Description of reasons for big difference between the Company’s net cash flows from operating activities in the reporting period and net profit in the current year

□ Applicable � Not Applicable

  • III. Analysis of non-main businesses

□ Applicable � Not Applicable

  • IV. Assets and liabilities

1. Material changes in asset composition

Unit: RMB

End of 2016 End of 2016 End of 2015 End of 2015
Percentage Percentage Increase/ Description
in total in total decrease in of material
Amount assets Amount assets percentage changes
Monetary fund 17,644,842,213.69 16.15% 9,389,188,261.83 9.83% 6.32% It was
primarily due
to increase in
sales proceeds
and funds
raised from
non-public
issuance of
shares
Accounts 829,286,610.93 0.76% 729,045,821.34 0.76% 0.00%
receivable
Inventories 71,527,195,481.07 65.47% 72,163,859,948.41 75.52% -10.05%
Investment 2,885,492,754.63 2.64% 2,888,950,566.79 3.02% -0.38%
properties
Long-term equity 786,240,483.34 0.72% 391,087,261.46 0.41% 0.31%
investments
Fixed assets 2,666,413,793.03 2.44% 2,528,455,846.44 2.65% -0.21%
Construction in 562,088,918.24 0.51% 158,257,610.66 0.17% 0.34%
progress
Short-term 1,526,000,000.00 1.40% 1,881,600,000.00 1.97% -0.57%
borrowings

— 655 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

End of 2016 End of 2016 End of 2015 End of 2015
Percentage Percentage Increase/ Description
in total in total decrease in of material
Amount assets Amount assets percentage changes
Long-term 18,507,910,000.00 16.94% 13,294,059,999.99 13.91% 3.03% It was
borrowings primarily due
to increase in
borrowings
with a term of
more than one
year
Non-current 5,261,934,693.99 4.82% 18,099,147,400.00 18.94% -14.12% It was
liabilities primarily
maturing within because the
one year non-current
liabilities
maturing
within one
year at the
beginning of
the period
were repaid in
the current
period
Bonds payable 18,891,277,180.01 17.29% 5,313,257,329.71 5.56% 11.73% It was
primarily due
to increase in
scale of
medium-term
notes issued
and bonds
non-publicly
issued in the
current period

— 656 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

2. Assets and liabilities measured at fair value

  • Applicable □ Not Applicable

Unit: RMB

Gains/losses Cumulative Provision for
from change in changes in depreciation Purchase
Amount at the fair value in fair value withdrawn in amount in Sales amount Amount
beginning of the current stated as the current the current in the current at the end of
Item the period period equity period period period the period
Financial assets
Investment
properties 2,888,950,566.79 63,367,452.14 620,250,211.75 2,885,492,754.63
Total 2,888,950,566.79 63,367,452.14 620,250,211.75 2,885,492,754.63
Financial
liabilities 0.00 0.00 0.00 0.00

Whether material changes appeared in the measurement attributes of the Company’s major assets in the reporting period

  • □Yes �No

  • Restricted assets as at the end of the reporting period

Unit: RMB

Book value at the Book value at the beginning of the Reason for Item end of the period period restriction Monetary fund 385,856,061.48 1,421,884,489.74 Margin deposit Accounts receivable [Note] 241,421,238.76 162,071,601.97 Pledged loan Inventories 18,093,358,238.81 18,303,055,894.48 Mortgaged loan Investment properties 637,608,751.33 1,932,254,486.05 Mortgaged loan Fixed assets 1,807,729,827.73 1,369,612,973.13 Mortgaged loan Construction in progress 197,719,075.96 149,031,423.92 Mortgaged loan Intangible assets 4,035,689.71 24,886,771.14 Mortgaged loan Total 21,367,728,883.78 23,362,797,640.43

— 657 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Note: According to the Maximum Amount Pledge Contract regarding accounts receivable under the Fixed Asset Borrowing Contract signed by and between the subsidiary Huaran Oriental and Industrial and Chongqing Jianxin North Road Sub-branch of Commercial Bank of China Limited (the Pledgee) for the construction of “Yandun-based 6th Wind Power Plant of the 200,000 KW Wind Power Project in Southeast Wind Region in Hami, Xinjiang”, the Pledgor agreed to provide its revenues concerning the 100,000 KW part in the period of its principal creditor’s right over the project to the Pledgee as a pledge guarantee. According to the Entrusted Loan Agreement and the Pledge Contract of CMS Super Value - Jinke Property Asset-backed Plan No.1 under the Asset Transfer Agreement of CMS Super Value - Jinke Property Asset-backed Plan No.1 signed by the Company and the Company’s subsidiary Jinke Property Services Group Limited (the Pledgor) with CMS Asset Management Co., Limited (the Pledgee), the Pledgor agreed to provide all the property service fees and parking management fees it collected to the Pledgee as a pledge guarantee.

According to the Asset Purchase and Sale Agreement of CMS Super Value - Jinke Co., Ltd. Accounts Receivable (Phase I) Asset-backed Plan signed between the Company and CMS Asset Management Co., Limited (hereinafter referred to as CMS Asset Management), CMS Asset Management should set up a special plan to use the raised funds to purchase the creditor’s right (that is, requiring the house buyers to make payment for the houses) as well as other rights and attached security interests enjoyed by the Company and the 26 project companies (including but not limited to these) in the consolidation scope as from the date of setup of the special plan (hereinafter referred to as underlying assets), and open a supervision account to deposit the proceeds resulting from the underlying assets. As the range and amount of the underlying assets are constantly changing, the specific amount of accounts receivable corresponding to restriction of the ownership cannot be determined.

V. Investment

I. Overview

� Applicable □ Not Applicable Investment in the reporting period Investment in the same period of the (RMB) preceding year (RMB) Change 1,308,273,581.66 748,817,400.00 74.71%

— 658 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Unit: RMB Disclosure index (if any) www.cninfo.com.cn
Date of disclosure (if any) 6 December 2016
Whether the Company is involved in litigation No
Investment profit and loss in the current period
Anticipated income
Progress as at the balance sheet date Relevant industrial and commercial registration and handover procedures In process
Product type None
2.
Major equity investments obtained in the reporting period
�Applicable
□Not Applicable
Name of invested
Major
Investment
Investment
Shareholding
Investment
company
business
way
amount
percentage Fund source
Partner
term
Jinan
Real estate
Acquisition
2,350,8
100.00 %
Self-raised
100%
None
Hairui
business
65,941. 99
shareholding, no
Real
partner
Estate Development Co., Ltd. Qingdao Haichang Real Estate Co., Ltd., Taian Haida Real Estate Development Co., Ltd. Total


2,350,8



65,941. 99

— 659 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

3. Major ongoing non-equity investments in the reporting period

□ Applicable � Non-Applicable

  1. Financial assets investment

  2. (1) Securities investment

□ Applicable � Non-Applicable

The Company did not make any securities investment in the reporting period.

  • (2) Derivatives investment

□ Applicable � Non-Applicable

The Company did not make any derivatives investment in the reporting period.

  1. Use of raised funds

  2. Applicable □ Not Applicable

— 660 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Unit: RMB’0,000 Amount of raised funds that have Intended use and
been laid idle
direction of raised
for over two
funds unused
years
Deposited in the
0
special account for raised funds and used for temporary supplement of working capital Deposited in the
0
special account for raised funds and used for temporary supplement of working capital
0
Total amount of raised funds unused 49,821.03 206,730.84 256,551.87
Percentage of accumulated total amount of raised funds with purpose changed 0.00% 0.00% 0.00%
Accumulated total amount of raised funds with purpose changed 0 0 0
Total amount of raised funds with purpose changed in the reporting period 0 0 0
(1)
General use of raised funds
�Applicable
□Not Applicable
Total amount
Total amount
Year
of raised
of raised
of
Total amount
funds used in
funds
fund
Way of fund
of raised
the current
accumulatively
raising
raising
funds
period
used
2014 Non-public
217,233.28
25,583.82
167,412.25
issuance of shares 2016 Non-public
444,208.80
237,477.96
237,477.96
issuance of shares Total —
661,442.08
263,061.78
404,890.21

— 661 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Description of general use of raised funds

  • (I) Actual amount of raised funds and time when the raised funds arrived at the account

  • Upon approval by China Securities Regulatory Commission in Document Zheng Jian Xu Ke [2014] No. 987, the Company non-publicly issued 220 million RMB ordinary shares (A shares) to specific targets via its lead underwriter Essence Securities Co., Ltd. (hereinafter referred to as Essence Securities). The issuance price was RMB10.00 per share and RMB2,200 million was raised in total. After the underwriting fee and sponsorship fee of RMB26.2 million were deducted, the raised funds came to RMB2,173.8 million, which was remitted by the lead underwriter Essence Securities to the Company’s account for supervision of raised funds on 5 December 2014. Moreover, after deduction of increased external expenses of RMB1,467,200 directly relating to issuance of equity securities including reporting accountant’s fee and lawyer’s fee, the net raised funds of the Company amounted to RMB2,172,332,800 this time. The abovementioned raised funds have been verified by Pan-China Certified Public Accountants (special general partnership), which has issued a Capital Verification Report (Tian Jian Yan [2014] No. 8-57).

  • Upon approval by China Securities Regulatory Commission in Document Zheng Jian Xu Ke [2016] No. 1319, the Company non-publicly issued 1,020,408,163 RMB ordinary shares (A shares) to specific targets via its joint lead underwriters Great Wall Securities Co., Ltd. (hereinafter referred to as Great Wall Securities) and Huatai United Securities Co., Ltd. The issuance price was RMB4.41 per share and RMB4,500 million was raised in total. After the underwriting fee and sponsorship fee of RMB56 million were deducted, the raised funds came to RMB4,444 million, which was remitted by the lead underwriter Great Wall Securities to the Company’s account for supervision of raised funds on 26 September 2016. Moreover, after deduction of increased external expenses of RMB1.912 million directly relating to issuance of equity securities including online issuance fee, prospectus printing fee, reporting accountant’s fee, lawyer’s fee and assessment fee, the net raised funds of the Company amounted to RMB4,442.088 million this time. The abovementioned raised funds have been verified by Pan-China Certified Public Accountants (special general partnership), which has issued a Capital Verification Report (Tian Jian Yan [2016] No. 8-90).

(II) Use and balance of raised funds

The raised funds used by the Company in previous years reached RMB1,418,284,300, and the net amount of bank interest received after deduction of bank charges in previous years was RMB2.4912 million. In 2016, the raised funds actually used amounted to RMB2,630,617,800, including RMB1,990 million used for temporary supplement of working capital. In 2016, the net amount of bank interest received after deduction of bank charges was RMB12,505,100. The raised funds accumulatively used came to RMB4,048,902,100 and the net amount of bank interest accumulatively received after deduction of bank charges was RMB14,996,300. As at 31 December 2016, the balance of raised funds was RMB590.515 million (including net amount of bank interest accumulatively received after deduction of bank charges).

— 662 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (2) Information about projects to be invested in with raised funds

  • Applicable □ Not Applicable

Unit: RMB’0,000

Whether the Date when Whether
projects are Total Amount Accumulated Investment the projects material
changed Total amount investment invested in amount progress as at reach the Benefits Whether the changes
**Projects ** to be invested in (including of raised after the invested as at the end of intended achieved in anticipated appear in
and investment direction partial funds to be adjustment reporting the end of the the period condition for the reporting results are project
**of ** over-raised funds change) invested (1) period period (2) (3)=(2)/(1) use period achieved feasibility
Projects to be invested in
1. Chongqing ●Jinke No 118,490.88 118,490.88 19,905.23 93,298.27 78.74% 31 August 15,062.60 Note No
Kaizhou Wealth 2017
Center
2. Chongqing ●Jinke No 98,742.4 98,742.4 5,678.59 74,113.98 75.06% 30 June 2017 2,358.99 Note No
Jiangjin World City
3. Chongqing ● No 40,000 76.62% 40,000 30,647.28 30,647.28 30 June 2017 1,427.06 Note No
Nanchuan Jinke
World City Phase I
4. Zunyi ●Jinke No 110,000 33.41% 110,000 36,747.86 36,747.86 30 June 2017 5,324.74 Note No
Central Park Phase
I
5. Chongqing ● No 150,000 18.54% 150,000 27,812.47 27,812.47 30 April 2018 Note No
Wanzhou Jinke
Guanlan
6. 200,000 KW wind No 54,208.8 96.42% 54,208.8 52,270.35 52,270.35 31 December Note No
power project in 2017
District C of the
second wind farm
in Jingxia
7. Repayment of No 90,000 90,000 90,000 90,000 100.00% No
borrowings from
financial
institutions
Subtotal of projects to be 661,442.08 661,442.08 263,061.78 404,890.21 24,173.39
invested in
Total 661,442.08 661,442.08 263,061.78 404,890.21 24,173.39

Failure to reach planned progress or Not applicable anticipated results and the reasons (specific project) Description about material changes Not applicable in project feasibility Amount, purpose and use progress Not applicable of the over-raised funds

— 663 —

APPENDIX III

  • Change in place of implementation of projects invested in with raised funds

  • Adjustment of method for implementation of projects invested in with raised funds

  • Up-front cost and replacement of projects invested in with raised funds

  • Temporary supplement of working capital with idle raised funds

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • Not applicable

Not applicable

Applicable

On 15 November 2016, the 38th meeting of the 9th board of directors of the Company deliberated and approved the Proposal on the Company’s Use of Raised Funds to Replace the Self-collected Funds Previously Invested in the Projects and the Company was approved to use the raised funds to replace the self-collected funds of RMB2,190.1211 million previously invested in the projects.

Applicable

Upon deliberation and approval by the 29th meeting of the 9th board of directors of the Company held on 7 March 2016, the Company was approved to use idle raised funds of not more than RMB300 million (inclusive) to temporarily supplement working capital for not more than 12 months and the amount used for temporary supplement of working capital was RMB300 million. As at 4 November 2016, the Company had returned the raised fund of RMB300 million used for temporary supplement of working capital to the Company’s special account for raised funds. Upon deliberation and approval by the 38th meeting of the 9th board of directors of the Company held on 15 November 2016, the Company was approved to use idle raised funds of not more than RMB1,990 million (inclusive) to temporarily supplement working capital for not more than 12 months and the amount used for temporary supplement of working capital was RMB1,990 million. As at 31 December 2016, the raised funds used for supplement of working capital totaled RMB1,990 million.

  • Amount of surplus raised funds in project implementation and the reasons

Not applicable

— 664 —

APPENDIX III

Intended use and direction of raised funds unused

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

As at 31 December 2016, the Company had six special accounts for raised funds and the raised funds were deposited as follows:

Balance of raised
Issuing bank Bank account No. funds (RMB) Notes
Agricultural Bank of China 31440801040003823 116,133,029.02 Used for the project
Limited, Chongqing Kaixian of Chongqing Kaixian
Ankang Sub-branch • Jinke Wealth Center
Business Department of 7421010182600453565 48,703,761.98 Used for the project
Chongqing Branch of China of Chongqing • Jinke
CITIC Bank Jiangjin World City
China Bohai Bank, Beijing 2003242051000185 94,134,044.24 Used for the project
East Second Ring Road of Chongqing •
Sub-branch Nanchuan Jinke
World City Phase I
China CITIC Bank 8111201012100156889 163,986,730.03 Used for the project
Corporation Limited, of Zunyi • Jinke
Chongqing Liangjiang Central Park Phase I
Sub-branch
China CITIC Bank 8111201012300156915 143,159,302.54 Used for the project
Corporation Limited, of Chongqing •
Chongqing Liangjiang Wanzhou Jinke
Sub-branch Guanlan
Industrial and Commercial 3100023419200243082 19,872,850.92 Used for 200,000 KW
Bank of China Limited, wind power project in
Chongqing Jianxin North District C of the
Road Sub-branch second wind farm in
Jingxia
China CITIC Bank Corporation 8111201012900156438 4,525,245.90 Interest income
Limited, Chongqing
Liangjiang Sub-branch
Total 590,514,964.63

Problems or other conditions in use and disclosure of raised funds

Notes: 1. As Chongqing • Jinke Kaizhou Wealth Center, Chongqing • Jinke Jiangjin World City, Chongqing • Nanchuan Jinke World City Phase I, Zunyi • Jinke Central Park Phase I and Chongqing • Wanzhou Jinke Guanlan were developed and delivered by stages, the date when the projects reach the intended condition for use herein is the date when construction of the building is completed and which is the closest to the balance sheet date.

— 665 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  1. As Chongqing • Jinke Kaizhou Wealth Center, Chongqing • Jinke Jiangjin World City, Chongqing • Nanchuan Jinke World City Phase I and Zunyi • Jinke Central Park Phase I were developed and delivered by stages and only some houses were sold in the current period, it is difficult to judge whether the anticipated results are achieved before a comparison is made between the achieved results and the anticipated results after the projects invested in with raised funds sell out all houses.

  2. As the construction of Chongqing • Wanzhou Jinke Guanlan was not completed in the current period and has not reached the intended condition for use, no result was achieved in the current year.

  3. As the 200,000 KW wind power project in District C of the second wind farm in Jingxia was still under construction in the current period and has not reached the intended condition for use, no result was achieved in the current year.

  4. (3) Changes in use of raised funds

□ Applicable � Not Applicable

  • VI. Disposal of material assets and equity interest

  • Disposal of material assets

  • Applicable � Not Applicable

The Company did not dispose of any material assets during the reporting period.

  1. Disposal of material equity interest

  2. Applicable � Not Applicable

VII. Analysis of major subsidiaries and investees

  • Applicable □ Not Applicable

— 666 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Unit: RMB Operating profit
Net profit
1,118,375,285.26 1,134,063,333.11 247,363,156.07
196,776,179.01
420,299,023.40
337,756,754.19
326,200,776.71
257,521,326.80
273,145,815.49
205,460,686.54
224,209,257.91
213,477,092.94
-144,064,776.54
-148,253,347.48
272,311,942.76
204,379,669.78
-231,589,292.49
-266,763,927.26
Major
Registered
Operating
business
capital
Total assets
Net assets
revenue
Real estate
20,000,000.00 9,802,495,303.72 1,421,542,658.92
366,753,556.18
Real estate
50,000,000.00 2,283,293,716.02
269,167,450.36 1,391,964,940.90
Real estate 294,117,647.06 1,306,056,217.83
341,458,883.23 1,489,137,652.69
Real estate 200,000,000.00 5,299,403,726.99 2,197,914,086.82 1,323,358,117.69 Real estate1,000,000,000.00 4,087,339,042.10 1,104,755,764.78 1,630,386,105.09 Real estate 366,640,000.00 6,080,440,780.99 1,551,248,103.84 2,145,862,423.91 Real estate 100,000,000.00
23,325,108.81
-47,184,613.19
2,229,094.87
Real estate 200,000,000.00
856,636,019.19
265,808,273.08 1,050,474,499.20
Real estate 400,000,000.00 1,331,387,988.91
-18,747,362.15
627,280,940.72
Company type Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Investee
Company name Chongqing Jinke Real Estate Development Co., Ltd. Chongqing Jinke Xingju Real Estate Co., Ltd. Chongqing Jinke Zhongjun Real Estate Development Co., Ltd. Chongqing Jinke Junyao Real Estate Development Co., Ltd. Jinan Jinke Xicheng Real Estate Development Co., Ltd. Wuxi Jinke Jiarun Real Estate Development Co., Ltd. Jiangyin Jinke Real Estate Development Co., Ltd. Zhangjiagang Bonded Area Jinke Ruifeng Real Estate Development Co., Ltd. Wujiang Jinke Yangzi Real Estate Development Co., Ltd.

— 667 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Acquisition and disposal of subsidiaries during the reporting period

  • Applicable □ Not Applicable

Method of

Company name

acquiring and disposing of subsidiaries during the reporting period

Effect on overall production & operation and business performance

Jurong Yifeng Real Estate Development Co., Ltd.

Anhui Xihu Xincheng Real Estate Co., Ltd. Henan Guofengyuan Real Estate Co., Ltd. Zhengzhou Yuanwei Enterprise Management Consulting Co., Ltd.

Henan Zhongjian Jinlun Real Estate Co., Ltd. Shandong Lanhai Linghang E-commerce Industrial Park Co., Ltd.

Shandong Linghang Real Estate Co., Ltd. Chongqing Aojia Real Estate Co., Ltd. Dehong Huajiang Property Co., Ltd.

Chongqing Shunsheng Chengxun Property Management Co., Ltd.

Chengdu Jinke Zhanhong Real Estate Development Co., Ltd.

Chongqing Jinke Kejian Real Estate Co., Ltd.

Chongqing Jusihai Enterprise Management Co., Ltd.

Nanning Jinzhuoli Real Estate Development Co., Ltd.

  • Liuzhou Jinmingliu Real Estate Development Co., Ltd.

Jinke Property Group (Wuhan) Co., Ltd.

Nanjing Jinke Tianchen Real Estate Co., Ltd. Hunan Jinke Yida Industry Operation and Management Co., Ltd.

Shenzhen Jinke Industry Investment Fund Management Co., Ltd.

Equity transfer

No material effect

Equity transfer Equity transfer Equity transfer

No material effect No material effect No material effect

Equity transfer Equity transfer

No material effect No material effect

Equity transfer No material effect Equity transfer No material effect Equity transfer No material effect Equity transfer No material effect

New establishment No material effect

New establishment No material effect New establishment No material effect New establishment No material effect New establishment No material effect

New establishment No material effect New establishment No material effect New establishment No material effect New establishment No material effect

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Method of

Company name

acquiring and Effect on overall disposing of production & subsidiaries during operation and the reporting business period performance

Chongqing Tengjie Trading Co., Ltd. New establishment No material effect Chengdu Hongteng Century Business New establishment No material effect Management Co., Ltd. Tianjin Jinke Binsheng Real Estate Co., Ltd. New establishment No material effect Hefei Jinke Baijun Real Estate Development New establishment No material effect Co., Ltd. Hefei Jinke Juncheng Real Estate Development New establishment No material effect Co., Ltd. Hefei Jinke Tianchen Real Estate Development New establishment No material effect Co., Ltd. Shihezi Jinke Zhongsheng Yi Equity New establishment No material effect Investment Limited Partnership Shihezi Jinke Zhongsheng Shisan Equity New establishment No material effect Investment Limited Partnership Shihezi Jinke Zhongsheng Shiwu Equity New establishment No material effect Investment Limited Partnership Shihezi Jinke Zhongsheng Shiliu Equity New establishment No material effect Investment Limited Partnership Shihezi Jinke Zhongsheng Shiqi Equity New establishment No material effect Investment Limited Partnership Shihezi Jinke Zhongsheng Shiba Equity New establishment No material effect Investment Limited Partnership Shihezi Jinke Zhongsheng Shijiu Equity New establishment No material effect Investment Limited Partnership Shihezi Jinke Zhongsheng Ershi Equity New establishment No material effect Investment Limited Partnership Shihezi Jinke Zhongsheng Qi Equity New establishment No material effect Investment Limited Partnership Chongqing Casin Jiangjing Real Estate Liquidation and No material effect Development Co., Ltd. deregistration

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

VIII. Structured entities controlled by the Company

□ Applicable � Not Applicable

IX. Future prospects of the Company

1. Industry structure and trend

(1) Real estate business

In 2016, continued profound adjustment and rebalance of world economy, the US’s entry into rate-hike cycle and frequent black swan events posed great challenges to China’s economic growth. Driven by supply-side reform and steady growth policies, China’s economy grew slowly amid stability and made a good start for the “13th Five-Year Plan”. A GDP growth of 6.7% was recorded in the year. However, world economy remained sluggish, the thought of “reverse globalization” and protectionism trend are on the rise, the policy trend and spillover effect of major economies are too variable and unstable and uncertain factors are increasing obviously. As China is in an arduous development stage, many conspicuous contradictions and problems exist in its economic operation. In respect of monetary policies, such factors as interest rate hike by the Fed and expiry of the European Central Bank’s quantitative easing policy may set off a new round of worry about narrowing of global liquidity. As China will undergo transformation and upgrading in a long time in the future, supply-side structural reform has a long way to go and there are still obvious contradictions such as weak demand and excessive capacity. Tightened real estate policies in hot cities recently increased the pressure on economic downturn in 2017 and the base for stable economic operation was not secure. GDP growth will go down in 2017. However, no radical changes happened in China’s economic fundamentals and China’s economic growth was still higher than the global average.

The Central Economic Work Conference emphasized “insisting on maintaining stability in the general work guideline” this year. As the general tone has been set, the real estate industry will maintain steady and healthy development. On this basis, the Company’s judgment of the market this year is: the regulation tone of adopting different policies in different cities will remain unchanged, the overall market will see decreased volume and stable price and some cities will witness increase in both volume and price. The industry will stay at high levels in the medium and long term albeit fluctuation in the short term.

(2) Integrated community service

After the tide of industry merger and cooperation in 2016, the basic pattern of property service industry in China has basically taken shape and the top 100 property enterprises saw rapidly increasing market share and gradually evident edges in scale operation. In particular, the top 10 property enterprises logged an average management scale of over 100 million m[2] and were obviously superior over other counterparts in acquisition of market resources, policy support and cooperation opportunities. The merger and cooperation of property enterprises marked the formal start of the scale competition age of “big fish swallowing little fish and fast ones defeating slow ones”.

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

In 2017, the property industry will witness increased investment merger scale and rapidly rising industry concentration. Meanwhile, with intervention of capital and real estate powers, property service industry will not only see competition among property enterprises. Various brands will speed up getting land, there are fewer and fewer properties that can be expanded in core cities, competition for quality projects will be brutal, and the boundaries of the power territory between brand property enterprises will be broken, presenting a situation of mutual integration.

(3) New energy business

Given constantly accelerated transformation of economic structure, deepened promotion of development concept of “innovation, coordination, green, opening and sharing” and increasingly urgent demand of the public for favorable environment, China rolled out a series of policies and measures to specify further development of new energy industry. The state’s Outline of the 13th Five-Year Plan for the National Economic and Social Development explicitly and repeatedly proposed to propel new energy industry development. The “13th Five-Year” Plan for Renewable Energy made it clear that non-fossil energy should account for 15% (including over 210 million KW from wind power installation) and 20% of the total primary energy consumption in 2020 and 2030, respectively.

Although China has successively issued a series of encouraging and stimulating policies, power rationing of different degrees still appeared in some areas, which greatly restricted industry development. According to the data issued by National Energy Administration, the curtailment rates in Gansu and Xinjiang with advantageous wind resources in 2016 were 43% and 38%, respectively. Serious wind curtailment and power rationing in the industry may not turn for the better in the near term.

2. Future development strategies

According to the national macroeconomic situation and industry development trends, the Company will quicken the pace of upgrading and transformation, propose to actively develop modern service industry based on real estate and service industires and provide users with “real estate + integrated community services”, in a bid to become a first-class “high quality life service provider” in China. The Company proposed five product ideas, that is, wonderful growth memories, convenient life, healthy body, neighborhood relationship and home space, so as to enable the users to obtain more comfortable living experience. The Company plans to realize three strategic changes in the future. First, at the level of product, shift the focus of attention from house (basic housing demand) to community (habitability), realizing a change of business cycle from 5 years to 65 years; second, at the level of users, shift from one-off consumption to continuous consumption, turning customers to residents and to users and members (fans); third, at the enterprise level, transform from a real estate developer into a community life service provider, realizing a change from asset-heavy investment to asset-light operation.

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

With respect to real estate, firstly, the Company will make greater efforts to innovate and enhance its housing real estate business. On the one hand, it will speed up product renewal based on users’ needs. Great efforts will be made to develop green housing projects and more new materials and environmental friendly materials and equipment will be used to provide higher residential satisfaction. The Company will also expand the application of intelligent equipment and terminals and strive to build an intelligent development system and big data platform. On the other hand, the Company will properly adjust its business layout and product structure, consolidate its existing strengths and ensure steady increase in business size and performance, so as to lay a solid foundation for upgrading and transformation. Secondly, the Company will realize “real estate + industry” linkage. On the one hand, giving full play to its expertise in real estate development, develop multi-theme and mixed-type projects in connection with the health industry, scientific and technological industry and culture & tourism industry. On the other hand, by means of community demand diversion, financial and policy support, industry chain linkage, etc., open up the B2C supply & demand channel, adhere to the concept of win-win cooperation, and actively develop industrial enterprises. With respect to industrial park management, strive to improve follow-up operation and service capacity and provide all-round supporting services for industrial parks. Thirdly, the Company will endeavor to become a “community business operation and service leader” in commercial real estate. Centered on community operation, the Company will try to improve community quality, create community convenience and lead community prosperity, so as to build a community business supporting system. With regard to regional strategic layout of real estate businesses, the Company will stick to the state’s urban agglomeration development strategy, focus on making layout in ten core cities such as Shanghai, Tianjin, Beijing, Nanjing, Hefei, Zhengzhou and Wuhan in compliance with the overall arrangement of “three circles and one belt”, and keep implementing the regional development strategy of “making stronger presence in Chongqing, expanding business in East China and North China, and ensuring stable business development in the Midwest”, so as to gradually adjust the Company’s business layout.

In integrated community service, the Company will upgrade traditional property management companies to “integrated community service providers”. On the one hand, the Company will effectively and rapidly expand the property management area and establish a systematic technology platform so as to greatly improve users’ big data analysis ability. On the other hand, the Company will enhance development of value-added services, introduce excellent partners to build an ecological community service circle, seek intensified and vertical development in such areas as community education, community health and community finance, in order to further serve users and improve earning power.

Regarding new energy, the Company will keep tracking the industry development changes, pay close attention to the objective problem of wind curtailment and power rationing, appropriately adjust new energy development strategies according to market conditions, industry status quo and the Company’s situation and prudently expand the new projects of new energy.

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

3. 2017 business plans

In 2017, the Company will strengthen its development confidence, maintain its strategic composure, promote customer-oriented organizational reform based on the general thought of “reform & innovation and cooperation & mutual benefit”, and start with the cultivation of systematic organization ability to improve its ability in various aspects and fully complete various operation targets. The Company’s main business plans are as follows:

  • (1) In respect of real estate business, in 2017, the Company plans to log newly started GFA of about 5.5 million square meters, completed GFA of about 4.3 million square meters, and GFA under construction of about 12.75 million square meters by the end of 2017. The contracted sales amount is expected to reach about RMB43 billion in 2017 (including non-real estate sector).

  • (2) In respect of project development, in 2017, the Company plans to increase land bank by a total capacity buildable area of about 6.5 million square meters, and invest not less than RMB35 billion in land projects. First, make innovations in land acquisition model; specifically, acquire land at the right time, diversify the channels of land acquisition, strategically promote urban village reconstruction and urban renewal projects, and innovate development model by trying asset-light operation. Second, make greater efforts to acquire enterprises with quality land resources. Third, enhance joint investment; specifically, promote strategic cooperation with the pricing side and land resources management authority to ensure low-cost acquisition of land, strengthen cooperation with brand real estate enterprises to increase competitiveness, and enter into joint development with third party operators to complement each other’s advantages.

  • (3) In respect of funds, the Company will diversify financing channels, innovate financing modes, optimize capital structure, continuously reduce financing cost, and ensure the efficient use and safety of funds. First, step up direct financing from inter-bank markets keeping close track of capital market trends. Second, work on building a fund settlement centre to increase the efficiency of fund use. Third, keep innovating financing modes, actively promote asset securitization, and work on convertible bonds and other new businesses. Fourth, improve daily management and risk control of funds, increase the utilization efficiency of raised funds, and ensure fund security.

  • (4) In respect of sales, the Company aims to achieve RMB40 billion of real estate sales. First, conduct adequate study and analysis on market environment, plan for a reasonable pace of launching real estate products, and make precise marketing strategies. Second, make full use of project value, promote project appreciation, and make all efforts to build a project value system. Third, speed up destocking in tier 3 and tier 4 cities. Fourth, highlight product concept design, understand full value of products and speed up product renewal. Fifth, promote sales terminal reform and enter into in-depth cooperation with large intermediary agencies.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (5) In respect of products, create featured product system to realize product appreciation; specifically, implement the product concepts of “better growth, more convenient, better health, better living and better neighborhood”, develop mid-high end products in accordance with the Company’s future development strategies, study the demands of high net worth individuals and develop high-end products suiting their tastes and values, develop a standard product line and increase operation efficiency according to development strategies, stick to the bottom line of product quality, and promote refined decoration products in reply to customers’ demands.

  • (6) Innovate operational modes and speed up community development. First, promote mechanism reform, quicken the pace of establishing a follow-up investment system, enhance the sense of mission and responsibility of the management team, and build a community of destiny. Second, following the development strategy of “big membership, big consumption”, strive to expand property service area by way of acquisition, cooperation and entrusted management. Third, enhance management of existing platforms, increase customers’ dependence on the Company’s services and build a big data platform of community services. Fourth, work closer with platform businesses to develop an integrated community service platform, and improve property management services in an all-round way to satisfy home owners’ needs. Fifth, speed up the implementation of deep vertical businesses such as community education and community health care. Six, keep maintaining good community management, provide more support for the incubation of new services, and quicken the pace of building a community service ecosystem.

  • (7) Expand and consolidate the industry sector. Strive to become a domestic leading “integrated industry operator”, create benchmark projects in the industry, develop a three in one business model combining development, operation and investment, integrate the upstream and downstream sectors, build industry chain barriers, and form a more competitive industry ecosystem. Promote structural transformation of garden business, focus on developing municipal service and carry out reform of follow-up investment system of landscaping companies. For the hotel sector, attach equal importance to operation efficiency and brand effect and steadily promote coordinated development of multi-product lines.

  • (8) Prudently promote new energy development. First, strengthen management on existing grid-connected projects, take different measures to solve the problem of wind power curtailment and rationing, and increase the utilization efficiency of power generation. Second, improve the management of projects under construction, ensure the quality and production safety of projects under construction, advance project construction in an orderly manner, and complete construction and grid-connected generation of the 200,000 KW Jingxia project. Third, carry out more demonstration research on newly invested projects, fully evaluate investment risks and invest in new projects in a prudent manner.

— 674 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

4. Analysis on risks faced by the Company

(1) Policy risks

Real estate industry is highly related to the overall national economy and, as a typical resource-dependent industry, is sensitive to government macroeconomic policies. Since the third quarter last year, the government has sent the message that “houses are for self-living rather than speculation”. In response to this, various provincial and municipal governments have imposed restrictions on home purchase and extension of housing loans and introduced relevant financial policies, which will have a direct impact on real estate development enterprises and promote the sustainable, steady and sound development of real estate industry. If the Company cannot adapt to the changes in state policies, they may have a negative impact on the operation and development of the Company.

(2) Management risks

The Company has expanded quickly in recent years, which puts forward higher requirements for its management capacity, decision-making efficiency and risk prevention. If the Company cannot adapt itself to the business expansion in terms of management system, system building, retaining human resource and risk control, the Company will face some management risk.

(3) Operational risks

During its operation, rise in land prices and objective factors in project development, construction and sales may cut down on the profit of real estate projects. If the Company cannot properly solve these problems in a timely manner, they may have some impact on the Company’s business performance.

(4) Financial risks

The real estate development industry is a capital-intensive industry which involves massive investments in the processes of land acquisition and project development. In addition, development cycle of real estate projects is relatively long and the speed of capital turnover is relatively low. Investment in project development will increase with the expanding business scale of the Company. If fluctuations in the real estate market have a negative impact on the Company’s recovery of sales proceeds, the Company may face the risk of insufficient cash flow resulting from a low turnover rate. Meanwhile, any material change or adjustment in the national macroeconomic situation, credit policy and capital market may constrain the Company’s financing or raise the costs of financing, which will have a negative impact on the Company’s production and operation.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

Section 5 Important Events

  • XV. Implementation of the Company’s equity incentive plan, employee stock ownership plan or other employee incentive measures

  • Applicable □ Not Applicable

On 20 August 2015, the Company convened the 21st meeting of the 9th Board of Directors and deliberated and adopted the Restricted Share Incentive Plan (Draft) of Jinke Property Group Co., Ltd. and other proposals; on 19 November 2015, the Company convened the 24th meeting of the 9th Board of Directors and deliberated and adopted the Restricted Share Incentive Plan (Draft) of Jinke Property Group Co., Ltd. and summary thereof, Measures for Assessment and Management of Restricted Share Incentive Plan of Jinke Property Group Co., Ltd. and Resolution on Proposing the General Meeting to Authorize the Board of Directors to Take Charge of the Matters Related to The Restricted Share Incentive Plan and other relevant proposals, which were also deliberated and adopted at the 8th extraordinary general meeting 2015 held on 7 December 2015.

On 9 December 2015, the Company convened the 26th meeting of the 9th Board of Directors, deciding to take 9 December 2015 as the grant date of the incentive shares and to grant 196.44 million restricted shares to 157 qualified incentive targets. In the course of the Company’s Board of Directors granting the restricted shares, 10 incentive targets waived the right to subscribe for part of the respective restricted shares (totaling 5 million shares) for personal reasons. On 24 December 2015 the Company registered 191,440,000 restricted shares for 147 incentive targets with Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.

During the reporting period, there were a total of nine unqualified incentive targets, whose restricted shares granted but not yet unlocked were repurchased and cancelled by the Company’s Board of Directors upon deliberation and approval.

On 8 December 2016, Proposal on First Grant of Restricted Shares That Can Be Unlocked in the First Unlocking Period under the Company’s Restricted Share Incentive Plan was deliberated and adopted at the 40th meeting of the 9th Board of Directors. Under the restricted share incentive plan, a total of 138 incentive targets were assessed in the first unlocking period and 44,260,000 restricted shares were available for unlocking application. Specifically, three incentive targets failed to meet the unlocking condition since their personal performance was not up to standard, and the 275,000 restricted shares held by them could not be unlocked; six incentive targets managed to pass personal performance assessment so 80% of the restricted shares held by them could be unlocked and the rest 20% (152,500 shares) could not be unlocked; all conditions for unlocking other first grant of restricted shares in the first unlocking period were met. Under this restricted share incentive plan, 43,832,500 shares were unlocked on 15 December 2016 (i.e. the day of circulation), involving 135 holders. Restricted shares that couldn’t be unlocked as detailed above will be repurchased and cancelled by the Company as per relevant provisions; on the same day, the Board of Directors deliberated and adopted the Proposal on Issue of Restricted Shares Reserved in the Restricted Share Incentive Plan to Incentive Targets ; conditions for granting the restricted shares reserved in the restricted share incentive plan had been met; 8 December 2016 was determined as the date of grant and 10,300,000 reserved restricted

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

shares were granted to 12 incentive targets at a price of RMB2.62/share. The restricted shares reserved in the restricted share incentive plan were registered with Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on 21 December 2016 and were listed on 23 December 2016.

The aforesaid unlocking of restricted shares and grant of reserved restricted shares had been completed. For details, refer to relevant announcements published on CNINFO website (www.cninfo.com.cn).

XVII. Important contracts and performance thereof

2. Significant guarantee

� Applicable □ Not Applicable

(1) Guarantee

Unit: RMB’0,000

External guarantee of the Company and its subsidiaries (excluding guarantee to subsidiaries)

Date of **Whether ** the
disclosure of Date of actual guarantee is
announcements occurrence (date Actual Whether the **provided ** to a
Name of the concerning when the agreement guarantee Guarantee guarantee is connected party
guarantee target guarantee limit Guarantee limit is signed) amount Guarantee type period fulfilled or not or not
Nanning Sunac 2 December 2016 130,000 2 December 2016 58,800 Joint liability 3 years No Yes
Shicheng Property guarantee
Co., Ltd. (Note)
Total limit of external guarantee approved 130,000 Total amount of external 58,800
in the reporting period (A1) guarantee actually provided in
the reporting period (A2)
Total limit of external guarantee approved 130,000 Total balance of external 58,800
as at the end of the reporting period guarantee actually provided as
(A3) at the end of the reporting
period (A4)
**Guarantee between the Company ** and its subsidiaries
Date of **Whether ** the
disclosure of Date of actual guarantee is
announcements occurrence (date Actual Whether the **provided ** to a
Name of the concerning when the agreement guarantee Guarantee guarantee is connected party
guarantee target guarantee limit Guarantee limit is signed) amount Guarantee type period fulfilled or not or not
Wuxi Jiarun 16 May 2014 89,000 21 November 2014 53,400 Joint liability 2.5 years No No
guarantee

— 677 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

**Guarantee between the Company ** **Guarantee between the Company ** and its subsidiaries
Date of Whether the
disclosure of Date of actual guarantee is
announcements occurrence (date Actual Whether the provided to a
Name of the concerning when the agreement guarantee Guarantee guarantee is connected party
guarantee target guarantee limit Guarantee limit is signed) amount Guarantee type period fulfilled or not or not
Suzhou Baijun 30 October 2014 60,000 20 November 2014 33,000 Joint liability 35 months No No
guarantee
Zhanhong Landscaping 13 May 2014 20,000 8 April 2015 18,000 Joint liability 2 years No No
guarantee
Jinke Zhuorui 2 July 2014 54,102 31 December 2014 46,102 Joint liability 3 years No No
guarantee
Qingdao Dushun 2 July 2014 54,000 30 March 2015 34,000 Joint liability 2 years No No
guarantee
Jinke Jinyu 2 July 2014 15,100 30 March 2015 13,100 Joint liability 3 years No No
guarantee
Jinke Shangzun 20 April 2015 11,100 29 April 2015 11,100 Mortgage 2 years No No
Jinke Shangzun 20 April 2015 20,000 29 April 2015 19,950 Joint liability 2 years No No
guarantee
Changsha Jinke 20 April 2015 60,000 25 May 2015 60,000 Joint liability 2 years No No
guarantee
Jinke Yijia 20 April 2015 55,000 24 June 2015 25,000 Joint liability 2 years No No
guarantee
Fuling Kerun 20 April 2015 35,600 29 June 2015 35,600 Joint liability 3 years No No
guarantee
Jinke Kunji 20 April 2015 8,000 5 September 2015 2,000 Joint liability 3 years No No
guarantee
Wujiaqu Jinke 20 April 2015 30,000 20 November 2015 3,985 Joint liability 3 years No No
guarantee
Jinke Junkai 20 April 2015 40,000 14 January 2016 40,000 Joint liability 2 years No No
guarantee
Jinke Hongjing 20 April 2015 70,000 14 January 2016 35,000 Joint liability 2 years No No
guarantee
Jinke New Energy 20 April 2015 50,000 22 January 2016 50,000 Joint liability 12 years No No
guarantee
Tianhao Menchuang 14 September 7,000 25 January 2016 7,000 Joint liability 1 year No No
2015 guarantee
Yuanhao Decorations 14 September 5,000 25 January 2016 5,000 Joint liability 1 year No No
2015 guarantee
Jinke Huiyi 20 April 2015 21,000 25 January 2016 18,000 Joint liability 3 years No No
guarantee
Qingke Trading 20 April 2015 40,000 21 January 2016 40,000 Joint liability 5 years No No
guarantee
Jinke Zhuchen 20 April 2015 65,000 28 January 2016 32,000 Joint liability 2 years No No
guarantee
Jinke Tuhong 20 April 2015 50,000 15 February 2016 48,000 Joint liability 2 years No No
guarantee

— 678 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

**Guarantee between the Company ** **Guarantee between the Company ** and its subsidiaries
Date of Whether the
disclosure of Date of actual guarantee is
announcements occurrence (date Actual Whether the provided to a
Name of the concerning when the agreement guarantee Guarantee guarantee is connected party
guarantee target guarantee limit Guarantee limit is signed) amount Guarantee type period fulfilled or not or not
Jinke Zhongxi 20 April 2015 100,000 29 February 2016 80,000 Joint liability 3 years No No
guarantee
Jinke Junyao 20 April 2015 12,500 1 March 2016 12,500 Joint liability 3 years No No
guarantee
Jinke Guojun 20 April 2015 13,800 30 March 2016 13,800 Mortgage 3 years No No
Jinke Junkai 20 April 2015 110,000 18 March 2016 50,000 Joint liability 5 years No No
guarantee
Jinke Huimao 20 April 2015 35,000 28 March 2016 35,000 Joint liability 3 years No No
guarantee
Zhanhong Landscaping 14 September 6,000 8 April 2016 6,000 Joint liability 10 months No No
2015 guarantee
Tianhao Menchuang 14 September 10,000 8 April 2016 10,000 Joint liability 10 months No No
2015 guarantee
Suzhou Dongjun 18 April 2016 24,000 22 April 2016 24,000 Joint liability 3 years No No
guarantee
Chongqing Jinke 18 April 2016 50,000 26 May 2016 50,000 Joint liability 3 years No No
guarantee
Jinke Xinhaihui 18 April 2016 45,000 27 May 2016 45,000 Joint liability 2 years No No
guarantee
Chongqing Jinke 18 April 2016 4,400 31 May 2016 4,400 Joint liability 11 months No No
guarantee
Zhengzhou Xinyinke 18 April 2016 165,000 30 June 2016 60,000 Joint liability 3 years No No
guarantee
Hami Huaran 18 April 2016 50,000 7 July 2016 23,207 Joint liability 14 years No No
guarantee
Wuxi Jiarun 18 April 2016 20,000 9 July 2016 10,000 Joint liability 2 years No No
guarantee
Hunan Yida 18 April 2016 40,000 25 August 2016 40,000 Joint liability 2 years No No
guarantee
Suining Dongjun 18 April 2016 35,000 25 July 2016 10,000 Joint liability 3 years No No
guarantee
Qingdao Yuhua 18 April 2016 50,000 29 July 2016 50,000 Joint liability 2 years No No
guarantee
Huaran Oriental 18 April 2016 60,000 23 August 2016 57,000 Joint liability 10 years No No
guarantee
Chengdu Zhanhong 18 April 2016 90,000 15 November 2016 30,000 Joint liability 3 years No No
guarantee
Beijing Zhanhao 18 April 2016 98,000 23 September 2016 57,000 Joint liability 3 years No No
guarantee
Wuxi Jinke 18 April 2016 72,000 27 October 2016 72,000 Joint liability 3 years No No
guarantee

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

**Guarantee between the Company ** **Guarantee between the Company ** and its subsidiaries
Date of Whether the
disclosure of Date of actual guarantee is
announcements occurrence (date Actual Whether the provided to a
Name of the concerning when the agreement guarantee Guarantee guarantee is connected party
guarantee target guarantee limit Guarantee limit is signed) amount Guarantee type period fulfilled or not or not
Qingdao Yuhua 18 April 2016 108,000 22 November 2016 3,000 Joint liability 3 years No No
guarantee
Shaanxi Jinrunda 18 April 2016 38,000 24 November 2016 38,000 Joint liability 2 years No No
guarantee
Chongqing Changjin 18 April 2016 40,000 28 November 2016 40,000 Joint liability 0 No No
guarantee
Zhengzhou Xinyinke 18 April 2016 118,000 27 December 2016 118,000 Joint liability 3 years No No
guarantee
Jinke Hongjing 18 April 2016 60,000 9 August 2016 60,000 Joint liability 3 years No No
guarantee
Total limit of guarantee to subsidiaries 1,167,400 Total amount of guarantee 1,273,907
approved in the reporting period (B1) actually provided to
subsidiaries in the reporting
period (B2)
Total limit of guarantee to subsidiaries 2,314,602 Total balance of guarantee 1,629,144
approved as at the end of the reporting actually provided to
period (B3) subsidiaries at the end of the
reporting period (B4)
**Guarantee among subsidiaries (including subsidiaries’ guarantee to ** **Guarantee among subsidiaries (including subsidiaries’ guarantee to ** **Guarantee among subsidiaries (including subsidiaries’ guarantee to ** the Company)
Date of **Whether ** the
disclosure of Date of actual guarantee is
announcements occurrence (date Actual Whether the **provided ** to a
Name of the concerning when the agreement guarantee Guarantee guarantee is connected party
guarantee target guarantee limit Guarantee limit is signed) amount
Guarantee type
period fulfilled or not or not
Jinke Co., Ltd. 25 December 140,000 16 February 2015 120,000
Pledge
0 No No
2014
Jinke Zhengtao 20 April 2015 35,000 27 April 2015 27,300
Joint liability
3 years No No
guarantee;
mortgage
Jinke Co., Ltd. 20 April 2015 36,000 12 December 2015 32,000
Pledge
7 years No No
Jinke Huiyi 20 April 2015 3,000 1 April 2016 3,000
Mortgage
3 years No No
Total limit of guarantee to subsidiaries 0 Total amount of guarantee 3,000
approved in the reporting period (C1) actually provided to
subsidiaries in the reporting
period (C2)
Total limit of guarantee to subsidiaries 214,000 Total balance of guarantee 182,300
approved as at the end of the reporting actually provided to
period (C3) subsidiaries as at the end of the
reporting period (C4)

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APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Guarantee among subsidiaries (including subsidiaries’ guarantee to the Company) Guarantee among subsidiaries (including subsidiaries’ guarantee to the Company) Guarantee among subsidiaries (including subsidiaries’ guarantee to the Company) Guarantee among subsidiaries (including subsidiaries’ guarantee to the Company)
Date of Whether the
disclosure of Date of actual guarantee is
announcements occurrence (date Actual Whether the provided to a
Name of the
concerning
when the agreement guarantee Guarantee guarantee is connected party
guarantee target
guarantee limit
Guarantee limit is signed) amount
Guarantee type
period fulfilled or not or not
Total guarantee amount of the Company (namely, the sum of the top three)
Total guarantee limit approved in the 1,297,400 Total amount of guarantee 1,335,707
reporting period (A1+B1+C1) actually provided in the
reporting period (A2+B2+C2)
Total guarantee limit approved as at the 2,658,602 Total balance of guarantee actually provided as at 1,870,244
end of the reporting period (A3+B3+C3) the end of the reporting period (A4+B4+C4)
Percentage of total amount of guarantee actually provided (namely, A4+B4+C4) in 93.48%
the net assets of the Company
Including:
Amount of guarantee provided to shareholders, effective controllers and their 0
connected parties (D)
Amount of debt guarantee directly or indirectly provided to the guarantee targets 1,870,244
whose asset-liability ratio exceeds 70% (E)
Amount of the surplus part of the total guarantee amount exceeding 50% of net 0
assets (F)
Total amount of the abovementioned three guarantees (D+E+F) 1,870,244

Note: Nanning Sunac Shicheng Property Co., Ltd. is an investee company of which the Company holds 49% shares.

Description of compound guarantee

None

(2) Illegal external guarantees

□ Applicable � Not Applicable

The Company had no illegal external guarantee in the reporting period.

XIX. Other important events

� Applicable □ Not Applicable

1. Non-public issuance of shares

On 20 August 2015, the Company convened the 21st meeting of the 9th Board of Directors and deliberated and approved the Scheme on 2015 Non-public Issuance of Shares and other relevant

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matters. The Company planned to issue not more than 773,195,876 shares (inclusive) in non-public mode at a price of not lower than RMB5.82/share, with a view to raising a maximum of RMB4.5 billion funds for development and construction of the Company’s projects and repayment of borrowings from financial institutions.

The Company convened the 28th meeting of the 9th Board of Directors and the 2nd extraordinary general meeting 2016 respectively on 4 February and 22 February 2016 and deliberated and approved the adjustments to the “pricing base date, issuance price and pricing principle” and “number of shares to be issued” in the scheme on non-public issuance of shares, and extended the “validity period of resolution” and “validity period of authorization” concerning the non-public issuance of shares. After adjustment, the pricing base date concerning the non-public issuance of shares was 5 February 2016, the issuance price was not lower than RMB3.68/share, and the number of shares to be issued was not more than 1,222,826,086. During the reporting period, the Company implemented the 2015 Equity Distribution Scheme, in which the issuance price was adjusted from not lower than RMB3.68/share to not lower than RMB3.63/share and the number of shares to be issued was adjusted from not more than 1,222,826,086 to not more than 1,239,669,421.

On 21 July 2016, the Company received the reply concerning approval of non-public issuance of shares by the Company from China Securities Regulatory Commission.

In September 2016, the Company completed this non-public issuance of shares. 1,020,408,163 shares were issued at a price of RMB4.41/share. Three qualified investors subscribed for these shares and a total of RMB4,499,999,998.83 was raised. After deducting the issue expenses, the net raised funds amounted to RMB4,442,087,958.01. Pan-China Certified Public Accountants (special general partnership) verified the raised funds and issued relevant report after the funds were in place. The issued shares became tradable on 3 November 2017.

(For details, refer to the relevant announcements published by the Company on 5 February, 23 February, 21 June, 22 July, 22 September and 2 November 2016 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

2. Non-public issuance of corporate bonds

  • (1) The 5th extraordinary general meeting 2015 of the Company deliberated and approved the proposals relating to non-public issuance of corporate bonds. The Company planned to issue corporate bonds of not more than RMB3.8 billion (inclusive) to qualified investors in a non-public mode. The bonds were issued in tranches. RMB1.25 billion bonds were issued in the first tranche in 2015.

During this reporting period, RMB2.55 billion bonds were issued in the second tranche with two varieties: the first variety amounted to RMB1.25 billion, with a term of 3 years and a coupon rate of 6.8%; and the second variety amounted to RMB1.3 billion, with a term of 3 years and a coupon rate of 6.0%.

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(For details, refer to the relevant announcements published by the Company on 18 March 2016 on the media (such as www.cninfo.com.cn and C hina Securities Journal ) designated by the Company for information disclosure.)

  • (2) Upon deliberation and approval at the 1st extraordinary general meeting 2016, the Company planned to issue corporate bonds of not more than RMB10 billion (inclusive) with a term of not more than 7 years (inclusive) in a non-public mode. The bond rate will be determined by the Company and the lead underwriter upon negotiation according to market inquiry results.

In April 2016, the Company received a No Objection Letter for Compliance with Transfer Conditions of Shenzhen Stock Exchange Regarding Non-public Issuance of Bonds by Jinke Property Group Co., Ltd. in 2016 from Shenzhen Stock Exchange.

The bonds were issued in tranches. RMB5.4 billion bonds were issued in the first tranche with three varieties: the first variety amounted to RMB520 million, with a term of 3 years and a coupon rate of 6.00%; the second variety amounted to RMB4.4 billion, with a term of 3 years and a coupon rate of 6.70%, and the third variety amounted to RMB480 million, with a term of 5 years and a coupon rate of 7.20%.

RMB4.6 billion bonds were issued in the second tranche with two varieties: the first variety amounted to RMB1 billion, with a term of 3 years and a coupon rate of 5.17%; and the second variety amounted to RMB3.6 billion, with a term of 3 years and a coupon rate of 6.40%.

(For details, refer to the relevant announcements published by the Company on 5 January, 21 January, 22 April, 6 May and 28 July 2016 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

3. Medium-term notes

Upon deliberation and approval by the 8th meeting of the 9th Board of Directors of the Company and the 9th extraordinary general meeting 2014, the Company applied for registration and issuance of medium-term notes of not more than RMB3.9 billion (inclusive) in the national interbank bond market.

On 13 October 2015, the Company received a notice from the National Association of Financial Market Institutional Investors, which agreed to accept the Company’s registration of medium-term notes with registered amount of RMB3.2 billion. The first tranche of RMB2.1 billion medium-term notes were issued by the Company in 2015.

On 21 March 2016, the Company issued the remaining RMB1.1 billion medium-term notes with a term of 3 years and a coupon rate of 5.3%. The funds raised were all in place on 22 March 2016.

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APPENDIX III

(For details, refer to the relevant announcements published by the Company on 23 March 2016 on the media (such as www.cninfo.com.cn and C hina Securities Journal ) designated by the Company for information disclosure.)

4. Special asset-backed plan

On 5 July 2016, the Company convened the 33rd meeting of the 9th Board of Directors, which deliberated and approved the home mortgage loan backed special plan. Moreover, it made financing by issuing asset-backed securities via the special plan.

On 4 November 2016, the Company received a no objection letter from Shanghai Stock Exchange regarding the listing transfer of “CMS Super Value - Jinke Property Accounts Receivable (Phase I) Asset-backed Plan”. On 2 December 2016, the Company raised RMB1.8 billion through the said plan, of which the priority securities amounted to RMB1.7 billion; with coupon rate of 4.70% and earnings cashed semiannually, such securities were subscribed by qualified investors; the subordinated securities amounted to RMB100 million, which were fully subscribed by Chongqing Jinke Liangjiang Hotel Co., Ltd.; for such securities, the principal and earnings were not distributed for the duration of the special plan. The special plan has a term of 3 years, and the funds raised were all in place on 2 December 2016.

(For details, refer to the relevant announcements published by the Company on 6 July and 6 December 2016 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.) )

5. Entrusted loans without a fixed term

  • (1) The 10th extraordinary general meeting 2014 of the Company deliberated and approved the proposal on the Company’s acceptance of entrusted loan without a fixed term issued by Minsheng Royal Asset Management Co., Ltd. (hereinafter referred to as “Minsheng Royal”). The loan amounted to RMB1.4 billion without a fixed term. The interest rate of the entrusted loan is 11.5% of the loan principal for the first year, 12% for the second year, 15% for the third year, and 18% for the fourth year and beyond. As at the end of the reporting period, the balance of the entrusted loan was RMB1.2 billion and the exercise rate was 8.8%/year.

(For details, refer to the relevant announcements published by the Company on 10 December, 26 December 2014 and 20 August 2016 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

  • (2) The 4th extraordinary general meeting 2015 of the Company deliberated and approved the proposal on the Company’s acceptance of entrusted loan without a fixed term. The loan amounted to RMB1.4 billion without a fixed term, which would be used for the subsidiaries’ project construction. The interest rate of the entrusted loan is 11.9% of the loan principal for the first and second years, 15% for the third year and 18% for the fourth year and beyond. Due to market environment and other factors, this loan was not executed.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

(For details, refer to the relevant announcements published by the Company on 10 June and 20 June 2015 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

  • (3) The 3rd extraordinary general meeting 2016 of the Company deliberated and approved the proposal on the Company’s acceptance of entrusted loan without a fixed term. The loan amounted to RMB1.7 billion without a fixed term, which would be used for the subsidiaries’ project construction and repayment of debts. The interest rate of the entrusted loan is 6% of the loan principal for the first three years, 12% for the fourth year, 15% for the fifth year and 18% for the sixth year and beyond, capped at 18%. This matter is now in process and the current exercise rate is 6%/year.

(For details, refer to the relevant announcements published by the Company on 2 September and 20 September 2016 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

  • (4) The 5th extraordinary general meeting 2016 of the Company deliberated and approved the proposal on the wholly-owned subsidiary’s acceptance of entrusted loan without a fixed term. Jinke Changjin, the Company’s wholly-owned subsidiary accepted the RMB700 million loan without a fixed term for project construction and repayment of debts. The interest rate of the entrusted loan is 6% of the loan principal for the first year, 9% for the second year, 13% for the third year and 13% for the fourth year and beyond, capped at 13%. As at the end of the reporting period, the balance of the entrusted loan was RMB400 million and the current exercise rate is 6%/year.

(For details, refer to the relevant announcements published by the Company on 19 November and 2 December 2016 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

  1. Matters relating to issue of debt financing instruments

On 23 December 2016, the Company convened the 35th meeting of the 9th Board of Directors, which deliberated and approved relevant proposals on the Company’s application for issuance of debt financing instruments to the National Association of Financial Market Institutional Investors. The Company intended to apply to the National Association of Financial Market Institutional Investors for issuing debt financing instruments of not more than RMB16 billion, including but not limited to ultra-short-term financing bonds, short-term financing bonds, medium-term notes, medium-term notes with long-term rights and other types of debt financing instruments recognized by the National Association of Financial Market Institutional Investors. The Company would, in accordance with the actual capital requirements and the issuance window, issue the bonds by one time or for many times through public and non-public offering. The term of the registration and issuance of debt financing instruments should not exceed 7 years (except for medium-term notes with long-term rights), and the specific interest rate would be determined by market conditions. At present, the National Association of Financial Market Institutional Investors has formally accepted the application materials and matters concerning the issue of debt financing instruments are under way.

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(For details, refer to the relevant announcements published by the Company on 24 December 2016 on the media (such as www.cninfo.com.cn and C hina Securities Journal ) designated by the Company for information disclosure.)

  1. Main repayments and increased nonbank financing in the reporting period

  2. (1) In January 2014, the Company and Yinhua Capital signed an entrusted loan agreement, in which the Company took a loan of RMB999.26 million issued from Yinhua Capital through Bank of China for a term of two years and at a consolidated cost of 11.3% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  3. (2) In February 2015, the Company’s holding subsidiary Jinan Jinke Xicheng and Jinan Jinke Xiqu Investment Consultation Partnership (limited partnership) signed an Entrusted Loan Agreement , in which Jinan Jinke Xicheng took a loan of RMB300 million issued from Jinan Jinke Xiqu Investment Consultation Partnership through China CITIC Bank for a term of one year and at a consolidated cost of 10% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  4. (3) In March 2014, the Company and Avic Trust signed a trust agreement, in which RMB500 million of debt financing was agreed on for a term of two years and at a consolidated cost of 10.8% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said trust fund.

  5. (4) In April 2014, the Company’s holding subsidiary Jinke Zhongjun and Huarong Tianze signed a trust agreement, in which RMB490 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said trust fund.

  6. (5) In April 2014, the Company and Chongqing Water Group signed an entrusted loan agreement, in which the Company took a loan of RMB400 million issued from Chongqing Water Group through Chongqing Branch of Sino-German Bausparkasse for a term of two years and at a consolidated cost of 10.99% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  7. (6) In April 2014, the Company and China Fortune International Trust signed a trust agreement, in which RMB300 million of debt financing was agreed on for a term of two years and at a consolidated cost of 10.94% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said trust fund.

  8. (7) In April 2014, the Company and Founder Bea Trust signed a trust agreement, in which RMB500 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said trust fund.

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  • (8) In May 2014, the Company and Jic Trust signed a trust agreement, in which RMB108 million of debt financing was agreed on for a term of two years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said trust fund.

  • (9) In May 2014, the Company and China Orient Asset Chongqing Office signed an entrusted loan agreement, in which the Company took a loan of RMB500 million issued from China Orient Asset Chongqing Office through China CITIC Bank for a term of two years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (10) In June 2014, the Company’s wholly-owned subsidiary Changsha Jinke and New China Trust signed a trust agreement, in which RMB300 million of debt financing was agreed on for a term of two years and at a consolidated cost of 10.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said trust fund.

  • (11) In June 2015, the Company’s holding subsidiary Chengdu Jinke Junfeng and Minsheng Royal Asset Management Co., Ltd. signed an entrusted loan agreement, in which Chengdu Jinke Junfeng took a loan of RMB230 million issued from Minsheng Royal Asset Management Co., Ltd. through Bank of Shanghai for a term of two years and at a consolidated cost of 10.8% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (12) In August 2014, the Company’s holding subsidiary Jinke Hexu and China Orient Asset signed an entrusted loan agreement, in which Jinke Hexu took a loan of RMB400 million issued from China Orient Asset through Chongqing Rural Commercial Bank for a term of two years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (13) In September 2015, the Company and Shenzhen Pingan Dahua Huitong Wealth Management Co., Ltd. signed an entrusted loan agreement, in which the Company took a loan of RMB500 million issued from Shenzhen Pingan Dahua Huitong Wealth Management Co., Ltd. through Bank of Jiangsu, Shenzhen Branch for a term of one year and at a consolidated cost of 8.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (14) In July 2014, the Company’s subsidiary Yunnan Jinke Xinhaihui and Shenzhen Pingan Dahua Huitong Wealth Management Co., Ltd. signed an entrusted loan agreement, in which Yunnan Jinke Xinhaihui took a loan of RMB731.3 million issued from Shenzhen Pingan Dahua Huitong Wealth Management Co., Ltd. through the Business Department of Chongqing Rural Commercial Bank Co., Ltd. for a term of two years and at a consolidated cost of 12.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

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  • (15) In July 2015, the Company’s subsidiary Qingdao Yuhua and CITIC Trust Co., Ltd. signed an entrusted loan agreement, in which Qingdao Yuhua took a loan of RMB500 million issued from CITIC Trust Co., Ltd. through CITIC Bank Qingdao Hangzhou Road Branch for a term of three years and at a consolidated cost of 8.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (16) In July 2015, the Company’s subsidiary Qingdao Yuhua and CITIC Trust Co., Ltd. signed an entrusted loan agreement, in which Qingdao Yuhua took a loan of RMB500 million issued from CITIC Trust Co., Ltd. through CITIC Bank Qingdao Hangzhou Road Branch for a term of four years and at a consolidated cost of 7.95% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (17) In September 2015, the Company’s subsidiary Hunan Liangxing and Bank Of Communications International Trust Co., Ltd. signed an entrusted loan agreement, in which Hunan Liangxing took a loan of RMB500 million issued from Bank Of Communications International Trust Co., Ltd. for a term of two years and at a consolidated cost of 9.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (18) In July 2015, the Company’s subsidiary Shaanxi Haoyuefu and China Huarong Asset Management Co., Ltd. Shaanxi Branch signed an entrusted loan agreement, in which Shaanxi Haoyuefu took a loan of RMB200 million from China Huarong Asset Management Co., Ltd. Shaanxi Branch for a term of one year and at a consolidated cost of 11% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (19) In July 2015, the Company’s subsidiary Shaanxi Junrunda and China Huarong Asset Management Co., Ltd. Shaanxi Branch signed an entrusted loan agreement, in which Shaanxi Haoyuefu took a loan of RMB200 million from China Huarong Asset Management Co., Ltd. Shaanxi Branch for a term of one year and at a consolidated cost of 11% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (20) In July 2015, the Company’s subsidiary Jinan Jinke and Sdic Trust signed an entrusted loan agreement, in which Jinan Jinke took a loan of RMB400 million from Sdic Trust for a term of two years and at a consolidated cost of 9.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (21) In July 2014, the Company’s subsidiary Chengdu Jianglong and the Business Department of Ping An Bank Chengdu Branch signed an entrusted loan agreement, in which Chengdu Jianglong took a loan of RMB950 million from the Business Department of Ping An Bank Chengdu Branch through Everbright Xinglong Trust Co., Ltd. for a term of two years and at a consolidated cost of 8.61% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

  • (22) In February 2015, the Company’s subsidiary Hexu Real Estate and China Orient Asset signed an entrusted loan agreement, in which Hexu Real Estate took a loan of RMB400 million issued from China Orient Asset through the Business Department of Chongqing Rural Commercial Bank Co., Ltd. for a term of two years and at a consolidated cost of 11.5% per year. As at the end of the reporting period, the Company has paid off the principal and interest of the said entrusted loan.

  • (23) The Company and its wholly-owned subsidiary Chongqing Jinke Industrial Group Hongjing Real Estate Development Co., Ltd. signed the Trust Beneficiary Right Investment Agreement , Trust Contract, Repayment Agreement and other agreements with CITIC Trust Co., Ltd. in January 2016. The Company entrusted the CITIC Trust to set up a trust scheme of flowing creditor’s rights for the RMB700 million creditor’s rights lawfully enjoyed by the Company in Jinke Hongjing, and transferred the scheme to the investor Chongqing Branch of China CITIC Bank. The loan under the main debt has a term of 2 years and a consolidated cost of 8% per year. As at the end of the reporting period, the said loan was still valid.

  • (24) The Company’s wholly-owned subsidiaries Chongqing Jinke Real Estate Development Co., Ltd. and Chongqing Jinke Junkai Real Estate Development Co., Ltd. signed the Trust Beneficiary Right Investment Agreement , Trust Contract, Repayment Agreement and other agreements with CITIC Trust Co., Ltd. in January 2016. Chongqing Jinke Real Estate Development Co., Ltd. entrusted the CITIC Trust to set up a trust scheme of flowing creditor’s rights for the RMB400 million creditor’s rights lawfully enjoyed by Chongqing Jinke in Junkai, and transferred the scheme to the investor Chongqing Branch of China CITIC Bank. The loan under the main debt has a term of 2 years and a consolidated cost of 8% per year. As at the end of the reporting period, the said loan was still valid.

  • (25) The Company and its wholly-owned subsidiary Chongqing Jinke Zhuchen Real Estate Co., Ltd. signed the Cooperation Framework Agreement with Shenzhen Pingan Dahua Huitong Wealth Management Co., Ltd. in February 2016. Shenzhen Pingan Dahua Huitong Wealth Management Co., Ltd. issued no more than RMB650 million entrusted loans through its asset management plan and Chongqing Rural Commercial Bank for a term of two years and at a consolidated cost of 7.8% per year. As at the end of the reporting period, RMB320 million loan was issued and the said entrusted loan was still valid.

  • (26) In February 2016, the Company’s wholly-owned subsidiary Chongqing Bishan Jinke Zhongxi Real Estate Co., Ltd. accepted the entrusted loan of RMB800 million provided by CITIC-CP Asset Management Company through Beijing Branch of China Bohai Bank for a term of three years and at a consolidated cost of 7% per year. As at the end of the reporting period, the said entrusted loan was still valid.

  • (27) In January 2016, the Company’s wholly-owned subsidiary Chongqing Qingke Trading Co., Ltd. accepted the entrusted loan of RMB400 million provided by Southwest Securities Co., Ltd. through Jiangbei Branch of Chongqing Three Gorges Bank for a term of five years and at a consolidated cost of 6.1% per year. As at the end of the reporting period, the said entrusted loan was still valid.

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  • (28) In May 2016, the Company’s holding subsidiary Yunnan Jinke Xinhaihui and Minsheng Royal Asset Management Co., Ltd. signed a trust agreement, in which RMB450 million of debt financing was agreed on for a term of two years and at a consolidated cost of 7.5% per year. As at the end of the reporting period, the said trust agreement was still valid.

  • (29) In May 2016, the Company’s wholly-owned subsidiary Chongqing Jinke Real Estate Development Co., Ltd. and CITIC-CP Asset Management Company signed an entrusted loan agreement, in which Chongqing Jinke Real Estate Development Co., Ltd. took a loan of RMB500 million issued from CITIC-CP Asset Management Company through China Bohai Bank for a term of three years and at a consolidated cost of 7% per year. As at the end of the reporting period, the said entrusted loan was still valid.

  • (30) In June 2016, the Company’s wholly-owned subsidiary Chongqing Jinke Real Estate Development Co., Ltd. and Everbright Financial Holding (Shanghai) Asset Management Co., Ltd. signed an entrusted loan agreement, in which Chongqing Jinke Real Estate Development Co., Ltd. took a loan of RMB44 million issued from Everbright Financial Holding (Shanghai) Asset Management Co., Ltd. through Chongqing Rural Commercial Bank for a term of one year and at a consolidated cost of 7% per year. As at the end of the reporting period, the said entrusted loan was still valid.

  • (31) In December 2016, the Company and Great Wall Securities Limited signed an entrusted loan agreement, in which the Company took a loan of RMB50 million issued from Great Wall Securities Limited through Chongqing Rural Commercial Bank for a term of two years and at a consolidated cost of 8% per year. As at the end of the reporting period, the said entrusted loan was still valid.

  • (32) In December 2016, the Company took a loan of RMB300 million from Ping An Trust Co., Ltd. for a term of two years and at a consolidated cost of 6.6% per year. As at the end of the reporting period, the said entrusted loan was still valid.

  • (33) In August 2016, the Company’s holding subsidiary Hunan Jinke Yida Industrial Development Co., Ltd. took a loan of RMB400 million from Western Trust Co., Ltd. for a term of one year and at a consolidated cost of 7.2% per year. As at the end of the reporting period, the said entrusted loan was still valid.

  • (34) In June 2016, the Company’s holding subsidiary Zhengzhou Xinyinke Real Estate Co., Ltd. and China Securities Co., Ltd. signed an entrusted loan agreement, in which Zhengzhou Xinyinke Real Estate Co., Ltd. took a loan of RMB600 million issued from China Securities Co., Ltd. through China Bohai Bank for a term of one year and at a consolidated cost of 5.7% per year. As at the end of the reporting period, the said entrusted loan was still valid.

Other financing projects of the Company all went well; please refer to relevant notes to this Financial Report of the Company for details.

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

8. About investment in Wujiang Jinke

The Company’s wholly-owned subsidiary Jiangyin Jinke and Jiangsu Hengyuan Real Estate Development Co., Ltd. (hereinafter referred to as “Jiangsu Hengyuan”) signed the Cooperation Development Agreement on 7 January 2011. The two parties jointly established Wujiang Jinke Yangzi Real Estate Development Co., Ltd. (hereinafter referred to as Wujiang Jinke) to develop the “Bridge Waterfront” project. In particular, each held 50% stake in Wujiang Jinke and Jiangyin Jinke was responsible for the operation and management of Wujiang Jinke.

On 30 October 2013, Jiangyin Jinke and Jiangsu Hengyuan signed the Supplementary Agreement to the Cooperation Development Agreement , which specified that Jiangsu Hengyuan, instead of Wujiang Jinke, would be responsible for the operation and management. Since then, Wujiang Jinke was no longer incorporated in the scope of the consolidated financial statements of the Company and changed to an associated enterprise of the Company. According to the aforesaid supplementary agreement, Jiangsu Hengyuan should ensure that Wujiang Jinke would pay a lump sum off the RMB296 million provided by Jiangyin Jinke to Wujiang Jinke before December 2011 and the loan interest of RMB29,308,900 in 2012 before 30 June 2014. For the aforesaid RMB296 million creditor’s rights, a capital occupation fee should be charged at an annual interest rate of 7% from 1 January 2013 to the period when Wujiang Jinke actually returned it to Jiangyin Jinke, and Jiangsu Hengyuan should ensure that Wujiang Jinke would make a lump-sum payment before 31 December 2018. If Wujiang Jinke fails to repay the aforesaid debt and interest to Jiangyin Jinke before the deadline, a penalty interest rate of 20%/year should be imposed, and Jiangsu Hengyuan and Jiangsu Yangzijiang Shipbuilding (Holdings) Ltd. should bear the joint and several liabilities for the said loan and interest.

To urge Wujiang Jinke to pay relevant debts as soon as possible, the Company has consulted with the associated enterprises Jiangsu Hengyuan and Wujiang Jinke for many times. As urged by the Company, on 12 October 2014, Jiangyin Jinke, Wujiang Jinke and Jiangsu Hengyuan signed the Supplementary Agreement II to the Cooperation Development Agreement . The main contents of the Agreement are as follows: 1. Wujiang Jinke borrowed RMB296 million from Jiangsu Hengyuan and paid a lump sum off the said loan principal of RMB296 million to Jiangyin Jinke; 2. the accrued interest of RMB29,308,931.45 in 2012 and the interest (based on an annual interest rate of 7%) of the aforesaid loan principal of RMB296 million from 1 January 2013 to the period when Wujiang Jinke actually repaid the loan should be settled upon completion of the project. If there is any loss during the settlement of the project, Jiangyin Jinke should exempt Wujiang Jinke from any responsibility of repayment of interest; 3. this Agreement should enter into force after Wujiang Jinke fully paid the said loan principal of RMB296 million to Jiangyin Jinke, otherwise, the parties should still fulfill their responsibilities and obligations according to the originally signed Cooperation Development Agreement and Supplementary Agreement to the Cooperation Development Agreement .

On 13 October 2014, Jiangyin Jinke duly received the loan principal of RMB296 million from Wujiang Jinke.

(For details, refer to the relevant announcements published by the Company on 12 July and 14 October 2014 on the media (such as www.cninfo.com.cn and China Securities Journal ) designated by the Company for information disclosure.)

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MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

As at 31 December 2015, the book value of long-term equity investment of Jiangyin Jinke in Wujiang Jinke was RMB103,257,200, and the book balance and book value of other accounts receivable were RMB64,777,800 and RMB46,735,900, respectively. During the reporting period, affected by the regional market and local real estate control policies, the projects developed by Wujiang Jinke recorded losses of RMB266,763,900 in the current period, and red ink is expected also for the project settlement. As such, the book value of long-term equity investment stated by equity method in the current period was RMB0. In the meantime, the ending book balance of other accounts receivable from Wujiang Jinke was RMB65,495,900, which should be fully withdrawn for impairment after single impairment test, with RMB47,454,000 additionally withdrawn for bad debts.

In accordance with the Cooperation Development Agreement and relevant supplementary agreements and the Articles of Association of Wujiang Jinke, the Company will actively fulfill its shareholder’s rights, strengthen communication and coordination with the partners, and strive to reduce the operating loss of the project company and enhance the operating performance and solvency, to try to avoid or reduce investment losses.

9. Other investment-related matters

To speed up the upgrading and transformation, and by relying on the main business of real estate, actively develop modern service industry, connect users through “real estate + integrated community service”, create integrated community service platform, and focus on vertical development of community, and become the first-rank “Good Life Service Provider” in China, the Company plans to set aside RMB1 billion respectively to establish Jinke Integrated Community Service Group Limited (tentative name) and Jinke Education Investment Management Co., Ltd. (tentative name) (hereinafter referred to as the “Education Company”). As at the reporting date, the name of the Education Company has been certified and relevant follow-up issues are under way.

(For details, refer to the relevant announcements published by the Company on 6 July 2016 on the media (such as www.cninfo.com.cn and C hina Securities Journal ) designated by the Company for information disclosure.)

Section 8 Directors, Supervisors, Senior Executives and Employees

IV. Remuneration of directors, supervisors and senior executives

Decision-making procedures and determination basis for and actual payment of remuneration of directors, supervisors and senior executives

During the reporting period, directors, supervisors and senior executives of the Company were paid remuneration according to relevant remuneration management rules of the Company and based on their positions other than director or supervisor.

The Company only granted allowance to independent directors according to the decisions of the general meeting, not other directors and supervisors.

— 692 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Remuneration of directors, supervisors and senior executives of the Company during the reporting period

Unit: RMB’0,000

Total pre-tax Did he/she obtain
remuneration remuneration from
gained from the the Company’s
Name Position Gender Age Incumbent or not Company connected party
Jiang Sihai Chairman of the Board of Male 50 Incumbent 661.45 No
Directors and President
Liu Zhonghai Director and Board Secretary Male 41 Incumbent 225.75 No
Shang Yu Director Male 37 Incumbent 0 Yes
Zhang Qiang Director Male 42 Incumbent 0 Yes
Luo Liang Employee Director Male 39 Incumbent 134.75 No
Zhou Da Employee Director Male 35 Incumbent 129.85 No
Li Ming Independent Director Male 53 Incumbent 18 No
Cheng Yuanwei Independent Director Male 52 Incumbent 18 No
Cao Guohua Independent Director Male 50 Incumbent 18 No
Jiang Xingcan Chairman of the Supervisory Male 64 Incumbent 244.05 No
Committee
Han Chong Supervisor Male 44 Incumbent 80.35 No
Zhou Yangmei Employee Supervisor Female 46 Incumbent 46.92 No
Luo Licheng Executive President Male 51 Incumbent 558.42 No
Li Hua Vice President and Chief Male 53 Incumbent 420.94 No
Financial Officer
Fang Mingfu Vice President Male 43 Incumbent 374.7 No
Yu Linqiang Vice President Male 41 Incumbent 689.69 No
He Liwei Vice President Male 52 Incumbent 525.4 No
Wang Hongfei Vice President Male 51 Incumbent 1,089.81 No
Huang Hongyun Chairman of the Board of Male 50 Resigned 607.92 No
Directors
Zhang Tiancheng Director and Vice President Male 41 Resigned 190.80 No
Fu Xiaowen Supervisor Male 47 Resigned 0 Yes
Chen Changfeng Employee Supervisor Female 48 Resigned 277.5 No
Nie Ming Employee Supervisor Female 53 Resigned 96.06 No
Chen Hong Employee Supervisor Female 48 Resigned 63.98 No
Total 6,472.34

— 693 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

Equity incentive granted to directors and senior executives of the Company during the reporting period

� Applicable □ Not Applicable

Unit: share

Number of
Exercise Number of restricted
Number of Number of price of restricted Number of shares newly Number of
exercisable exercised exercised Market price shares held unlocked conferred Price of restricted
shares during shares during shares during at the end of at the shares in the during the restricted shares held
the reporting the reporting the reporting the reporting beginning of current reporting shares at the end of
Name Position period period period period the period period period conferred the period
(RMB) (RMB/share) (RMB/share)
Jiang Sihai Chairman of the 25,000,000 6,250,000 2,000,000 2.62 20,750,000
Board of Directors
and President
Liu Zhonghai Director and Board 7,000,000 1,750,000 0 5,250,000
Secretary
Luo Liang Employee Director 2,500,000 625,000 500,000 2.62 2,375,000
Zhou Da Employee Director 1,150,000 287,500 1,000,000 2.62 1,862,500
Luo Licheng Executive President 10,000,000 2,500,000 0 7,500,000
Li Hua Vice President and 9,000,000 2,250,000 0 6,750,000
Chief Financial
Officer
Fang Mingfu Vice President 7,000,000 1,750,000 1,000,000 2.62 6,250,000
Yu Linqiang Vice President 7,000,000 1,750,000 0 5,250,000
He Liwei Vice President 3,000,000 750,000 0 2,250,000
Wang Hongfei Vice President 10,000,000 2,500,000 0 7,500,000
Total 81,650,000 20,412,500 4,500,000 65,737,500
Remarks (if any) No

— 694 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

V. Employees of the Company

1. Number, professional composition and educational background of employees

Number of in-service employees of the parent company (Person) 262
Number of in-service employees of major subsidiaries (Person) 11,744
Total number of in-service employees (Person) 12,006
Total number of paid employees in the current period (Person) 12,006
Number of paid retired employees in the parent company and major
subsidiaries (Person) 0
Professional composition
Category Number (Person)
Sales personnel 783
Technical personnel 1,778
Financial personnel 240
Administrative personnel 2,361
Operators 6,844
Total 12,006
Education level
Category Number (Person)
Master’s degree or above 380
Bachelor degree 4,400
Junior college student 1,335
Below junior college education 5,891
Total 12,006
  1. Remuneration policy

According to the Labor Law , Labor Contract Law and relevant laws and regulations and in the principle of basing return on contribution and remaining competitive in the industry, the Company stuck to a labor contract system for all employees and determined employees’ remuneration by their personal ability, job responsibility, value contribution and market value. The Company has paid basic old-age insurance, medical insurance, unemployment insurance, work-related injury insurance, maternity insurance and housing provident fund for employees pursuant to relevant state and local government regulations.

3. Training programs

Through effective training and education, the Company kept developing employees’ potential and helped them improve their occupational ability, occupational quality and professionalism as well as lifelong employability. In the year the Company ensured not more than 50 hours of training for managerial personnel and not more than 30 hours of training for operators. Various subsidiaries organized professional skill training and the Group organized management training, realizing 99% coverage of employee training.

— 695 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

  1. Labor outsourcing

□ Applicable � Not Applicable

Section 9 Corporate Governance

VIII. The evaluation and incentive mechanism for senior executives

With a complete evaluation and remuneration incentive mechanism, the Company conducted senior executive evaluation based on completion of key tasks, key performance indicators and assigned duties in the year. Remuneration of senior executives, on a post salary basis, consisted of fixed wages, bonus and social insurance & welfare; specifically, fixed wages were determined by post evaluation, job family and market position; bonus was determined by personal performance and fulfilment of job objectives; social insurance & welfare were determined by relevant regulations of the state and relevant systems of the Company.

  1. Principal accounting data and financial indexes of the Company for the two years ended as at the reporting period

Unit: RMB0’000

Same period
Item 2016 2015 rate of change
Earnings before interest, taxes, depreciation 282,116.54 230,252.56 22.52%
and amortization (EBITDA)
Current ratio 207.37% 144.41% 62.96%
Asset-liability ratio 79.38% 83.95% -4.57%
Quick ratio 57.95% 25.16% 32.79%
Total debts ratio of EBITDA 6.27% 5.79% 0.48%
Interest covered multiple 0.82 0.63 30.16%
Cash interest covered multiple 3.39 1.28 164.84%
Interest covered multiple of EBITDA 0.90 0.68 32.35%
Loan repayment ratio 100.00% 100.00% 0%
Interest payment ratio 100.00% 100.00% 0%

Major reasons for an over 30% year-on-year change in the said accounting data and financial indexes

  • Applicable □ Not Applicable

  • Current ratio was primarily due to an increase in monetary capital and a decrease in the borrowing due within a year;

— 696 —

MANAGEMENT DISCUSSION AND ANALYSIS OF JINKE PROPERTY

APPENDIX III

  1. Quick ratio was primarily due to an increase in monetary capital and a decrease in the borrowing due within a year;

  2. Interest covered multiple was primarily due to an increase in earnings before interest and taxes during the period as compared with those of the corresponding period last year;

  3. Cash interest covered multiple was primarily due to a significant increase in the net cash flows generated from the operating activities during the period;

  4. Interest covered multiple of EBITDA was primarily due to a significant increase in the earnings before interest, taxes, depreciation and amortization.

— 697 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The following is an illustrative and unaudited pro forma consolidated statement of assets and liabilities of the Group as at 31 December 2016 (the “ Unaudited Pro Forma Financial Information ”) which has been prepared based on the basis of the notes set out below for the purpose of illustrating the effect of the acquisitions of the relevant equity interests of Jinke Property Group Co., Ltd. (“ Jinke Property ”) from 1 January 2017 to 28 April 2017 (the “ Transactions ”), as if the Transactions had been taken place on 31 December 2016. This pro forma financial information has been prepared for illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the financial position of the Group had the Transactions been completed as at 31 December 2016 or at any future date.

The Unaudited Pro Forma Financial Information of the Group should be read in conjunction with other financial information included elsewhere in this circular.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

Unaudited
Audited pro forma
consolidated consolidated
statement of assets statement of assets
and liabilities of the and liabilities of
Group as at Pro forma the Group as at
31 December 2016 adjustments 31 December 2016
(Note 1) (Note 2)
RMB’000 RMB’000 RMB’000
Assets
Non-current assets
Property, plant and equipment 546,526 546,526
Investment properties 656,046 656,046
Intangible assets 421,353 421,353
Investments accounted for using the equity
method 34,552,860 1,180,156 35,733,016
Prepayments 1,657,285 1,657,285
Deferred income tax assets 2,385,982 2,385,982
Available-for-sale financial assets 160,000 160,000
Derivative financial instruments 105,359 105,359
40,485,411 1,180,156 41,665,567

— 698 —

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Unaudited
Audited pro forma
consolidated consolidated
statement of assets statement of assets
and liabilities of the and liabilities of
Group as at Pro forma the Group as at
31 December 2016 adjustments 31 December 2016
(Note 1) (Note 2)
RMB’000 RMB’000 RMB’000
Current assets
Properties under development 106,962,516 106,962,516
Completed properties held for sale 23,658,662 23,658,662
Trade and other receivables 8,416,425 8,416,425
Amounts due from related companies 37,919,092 37,919,092
Prepayments 5,928,319 5,928,319
Restricted cash 17,726,623 17,726,623
Cash and cash equivalents 52,086,050 (1,180,156) 50,905,894
252,697,687 (1,180,156) 251,517,531
Total assets 293,183,098 293,183,098
Liabilities
Non-current liabilities
Borrowings 80,199,682 80,199,682
Derivative financial instruments 187,776 187,776
Deferred income tax liabilities 8,790,371 8,790,371
89,177,829 89,177,829
Current liabilities
Trade and other payables 41,413,335 41,413,335
Advanced proceeds from customers 34,376,367 34,376,367
Amounts due to related companies 51,671,111 51,671,111
Current income tax liabilities 8,488,966 8,488,966
Borrowings 32,644,337 32,644,337
168,594,116 168,594,116
Total liabilities 257,771,945 257,771,945
Net assets 35,411,153 35,411,153

— 699 —

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Notes to the Unaudited Pro Forma Financial Information of the Group:

  1. The balances are extracted from the audited consolidated balance sheet of the Company as at 31 December 2016 as set out in the Company’s published annual report for the year ended 31 December 2016.

  2. As at 31 December 2016, Jinke Property was a 21.08% indirectly owned associate of the Company. After 31 December 2016 and up to 28 April 2017, the Company further acquired 209 million shares of Jinke Property at total investment cost of RMB1,180,156,481, which included cash consideration of RMB1,179,917,569 and transaction cost of RMB238,912. Upon the completion of the acquisitions, the Company indirectly holds a total of 1,335,841,985 shares, representing approximately 25% of the total issued shares of Jinke Property as at 28 April 2017.

For the purpose of this Unaudited Pro Forma Financial Information, the Company has estimated its share of the net fair value of Jinke Property’s identifiable assets and liabilities, which was less than the consideration. The excess of the consideration over the Company’s share of the fair value of Jinke Property’s net assets is accounted for as goodwill and recorded in the carrying value of the investment in Jinke Property.

  1. No adjustment has been made to the Unaudited Pro Forma Financial Information of the Group to reflect any trading results or other transactions of the Group and Jinke Property entered subsequent to 31 December 2016.

— 700 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX IV

The following is the text of a report received from PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this circular.

==> picture [70 x 51] intentionally omitted <==

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

To the Directors of Sunac China Holdings Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Sunac China Holdings Limited (the “Company”) and its subsidiaries (collectively the “Group”), and Jinke Property Group Co., Ltd. (“Jinke Property”) by the directors for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma consolidated statement of assets and liabilities as at 31 December 2016, and related notes (the “Unaudited Pro Forma Financial Information”) as set out on pages 698 to 700 of the Company’s circular dated 26 May 2017, in connection with the acquisition of the relevant equity interests of Jinke Property (the “Transactions”). The applicable criteria on the basis of which the directors have compiled the Unaudited Pro Forma Financial Information are described on pages 698 to 700.

The Unaudited Pro Forma Financial Information has been compiled by the directors to illustrate the impact of the Transactions on the Group’s financial position as at 31 December 2016 as if the Transactions had taken place at 31 December 2016. As part of this process, information about the Group’s financial position has been extracted by the directors from the Group’s financial statements for the year ended 31 December 2016, on which an audit report has been published.

Directors’ Responsibility for the Unaudited Pro Forma Financial Information

The directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars (“AG 7”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

— 701 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX IV

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Our firm applies Hong Kong Standard on Quality Control 1 issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420, “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus”, issued by the HKICPA. This standard requires that the reporting accountant plans and performs procedures to obtain reasonable assurance about whether the directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of unaudited pro forma financial information included in a circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Transactions at 31 December 2016 would have been as presented.

— 702 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX IV

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

  • The related pro forma adjustments give appropriate effect to those criteria; and

  • The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

  • (a) the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;

  • (b) such basis is consistent with the accounting policies of the Group; and

  • (c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

PricewaterhouseCoopers

Certified Public Accountants Hong Kong, 26 May 2017

— 703 —

GENERAL INFORMATION

APPENDIX V

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Director’s Interest in the securities of the Company and its associated corporation

As at the Latest Practicable Date, save as disclosed below, none of the Directors or the chief executive of the Company or their respective associates had or was deemed to have any interests and short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules:

— 704 —

GENERAL INFORMATION

APPENDIX V

(i) Interest in Shares of the Company and/or associated corporation

Approximate
Relevant percentage
company of interest
(including Number of shares in the
Nature of associated of the relevant relevant
Name of Director Interest corporations) company (1) company(2)
Mr. Sun Hongbin Interest in The Company 2,091,329,884 (L) 53.76%
controlled
corporations(3)
Beneficial The Company 10,090,000 (L) 0.26%
interest
Beneficial Sunac 1 (L) 100%
interest International(4)
Mr. Wang Mengde Beneficial The Company 5,600,000 (L) 0.14%
interest
Mr. Jing Hong Beneficial The Company 6,100,000 (L) 0.16%
interest
Mr. Chi Xun Beneficial The Company 784,000 (L) 0.02%
interest
Mr. Tian Qiang Beneficial The Company 2,602,000 (L) 0.07%
interest
Mr. Shang Yu Beneficial The Company 1,150,000 (L) 0.03%
interest

Notes:

  • (1) The letter “L” denotes the person’s long position in such Shares.

  • (2) Based on 3,889,762,901 Shares in issue as at the Latest Practicable Date.

  • (3) These Shares were held by Sunac International and 天津標的投資諮詢有限公司 (for identification only, Tianjin Biaodi Investment Consultancy Company Limited) (“ Tianjin Biaodi ”), which were wholly and beneficially owned by Mr. Sun. Mr. Sun was also the sole director of Sunac International. Mr. Sun was deemed to be interested in all these Shares by virtue of the SFO.

  • (4) Sunac International is the holding company of the Company and therefore an “associated corporation” of the Company within the meaning of Part XV of the SFO.

— 705 —

GENERAL INFORMATION

APPENDIX V

(ii) Interest in the underlying shares of our Company

Approximate
Number of percentage of
Underlying interest in the
Name of Director Nature of Interest Shares (1) Company (2)
Mr. Sun Hongbin Beneficial interest 1,300,000 0.03%
Mr. Wang Mengde Beneficial interest 7,400,000 0.19%
Mr. Jing Hong Beneficial interest 3,500,000 0.09%
Mr. Chi Xun Beneficial interest 6,800,000 0.17%
Mr. Tian Qiang Beneficial interest 6,600,000 0.17%
Mr. Shang Yu Beneficial interest 6,300,000 0.16%
Mr. Huang Shuping Beneficial interest 4,950,000 0.13%

Note:

  • (1) The interests in the underlying shares are in relation to the options granted under the share option schemes of the Company.

  • (2) Based on 3,889,762,901 Shares in issue as at the Latest Practicable Date.

As at the Latest Practicable Date, save as disclosed above, none of the Directors was a director or employee of a company which had, or was deemed to have, an interest or a short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(b) Substantial shareholders’ interest

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had interests or short positions in the Shares or underlying shares of the Company as recorded in the register kept by the Company pursuant to section 336 of the SFO which would fall to be disclosed to the Company under the provisions Divisions 2 and 3 of Part XV of the SFO:

— 706 —

GENERAL INFORMATION

APPENDIX V

Long positions in the Shares and underlying Shares of the Company

Approximate
% of the
Number of issued share
Shares capital of the
Name of Shareholder Nature of interest interested Company (1)
Sunac International Beneficial interest 2,042,623,884 52.51%
Ping An Bank Company Security interest 1,589,549,451 40.86%
Limited, Shanghai Pilot
Free-Trade Zone Branch
(平安銀行股份有限公司
上海自貿試驗區分行)
Ping An Bank Company Interest in a controlled 1,589,549,451 40.86%
Limited corporation
(平安銀行股份有限公司)
Ping An Insurance (Group) Interest in a controlled 1,589,549,451 40.86%
Company of China, Ltd. corporation
(中國平安保險(集團)股份
有限公司)

Note:

(1) Based on 3,889,762,901 Shares in issue as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, no other person (other than the Directors or chief executives of the Company) had an interest or short position in the Shares or underlying Shares of the Company which were recorded in the register kept by the Company pursuant to section 336 of the SFO which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. DIRECTORS’ COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective associates is and was interested in any business apart from the Group’s businesses which competes, or may compete, either directly or indirectly, with the businesses of the Group pursuant to Rule 8.10 of the Listing Rules.

4. DIRECTORS’ INTERESTS IN ASSETS

As at the Latest Practicable Date, none of the Directors had any interest, either directly or indirectly, in any assets which has since 31 December 2016 (being the date to which the latest

— 707 —

GENERAL INFORMATION

APPENDIX V

published audited consolidated financial statements of the Group were made up), up to the Latest Practicable Date, been acquired or disposed of by or leased to, any member of the Group or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not determinable by such member of the Group within one year without payment of compensation (other than statutory compensation).

6. DIRECTORS’ INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

As at the Latest Practicable Date, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date and which is significant in relation to the business of the Group.

7. MATERIAL CONTRACTS

The following contracts (being contracts entered into outside the ordinary course of business carried on by the Group) have been entered into by members of the Group within the two years immediately preceding the date of this circular and up to the Latest Practicable Date:

  • (a) the cooperation agreement dated 12 May 2017 entered into between Tianjin Sunac Aocheng Investment Company Limited (天津融創奧城投資有限公司) (“ Tianjin Sunac ”), an indirect wholly-owned subsidiary of the Company, and Kunming Xingyao Sports City Company Limited (昆明星耀體育運動城有限公司) (“ Kunming Xingyao ”) in relation to the acquisition of 80% equity and debt interest in Tianjin Xingyao Investment Company Limited (天津星耀投資有限公司) (“ Tianjin Xingyao* ”) at a total consideration of approximately RMB10,254,240,579.30;

  • (b) the restructuring agreement dated 12 May 2017 entered into between Tianjin Sunac, Kunming Xingyao, Tianjin Xingyao and three trust companies incorporated in the PRC in relation to the repayment of debts owed by Tianjin Xingyao to those three trust companies, and all supplemental agreements thereto, details of which are set out in the Company’s announcement dated 12 May 2017;

  • (c) the equity transfer agreement dated 1 March 2017 centered into between, among others, Beijing Sunac Raycom Real Estate Company Limited (北京融創科技地產有限公司) (“ Beijing Sunac ”), an indirect wholly-owned subsidiary of the Company, as purchaser, and Tianjin Bolian Investment Partnership Enterprise (Limtied Partnership) (天津博聯投資合 夥企業(有限合夥)), as vendor, in relation to the acquisition of 30% equity and debt investment in Beijing Rongzhi Ruifeng Investment Company Limited (北京融智瑞豐投資 有限公司) at a total consideration of RMB686,812,439.55; (ii) the equity transfer agreement dated 1 March 2017 entered into between, among others, Beijing Sunac, as purchaser, and Lenovo (Beijing) Limited (聯想(北京)有限公司), as vendor, in relation to

— 708 —

APPENDIX V

GENERAL INFORMATION

the acquisition of 49% equity interests in Chengdu Lianchuang Rongjin Investment Limited* (成都聯創融錦投資有限責任公司) at a total consideration of RMB1,617,330,459.59; the total consideration for the acquisitions was RMB2,304,142,899.14;

  • (d) the contractual arrangements entered into between Sunac Real Estate Group Co., Ltd. (融創房地產集團有限公司) (“ Sunac Real Estate ”), Tianjin Yingrui Huixin Corporate Management Co., Ltd. (天津盈瑞匯鑫企業管理有限公司), Tianjin Jiarui Huixin Corporate Management Co., Ltd.* (天津嘉睿匯鑫企業管理有限公司), Mr. Wang Peng and/or Mr. Zheng Pu, namely, (i) the exclusive technology consulting and services agreement; (ii) the entrustment agreements; (iii) the exclusive option agreements; (iv) the loan agreements with each of Mr. Wang Peng and Mr. Zheng Pu as borrowers; (v) the equity pledge agreements; and (vi) the confirmation letters from the spouse of each of Mr. Wang Peng and Mr. Zheng Pu, the details of which are set out in the paragraph headed “INFORMATION ON THE CONTRACTUAL ARRANGEMENTS” in the Company’s announcement dated 13 January 2017;

  • (e) the capital increase agreement dated 9 January 2017 entered into by Sunac Real Estate, Homelink Real Estate Agency Co., Ltd. (北京鏈家房地產經紀有限公司) (“ Homelink ”) and a group of 15 operation shareholders of Homelink, including eight natural persons (namely, Zuo Hui, Shan Yigang, Xu Wangang, Dang Jie, Du Xin, Chen Rong, Ruan Guangjie and Gao Jun) and seven limited partnerships (namely, 上海毓睿投資管理中心(有 限合夥) (Shanghai Yurui Investment Management Centre (Limited Partnership)) , 上海毓思投資管理中心(有限合夥) (Shanghai Yusi Investment Management Centre (Limited Partnership)), 上海毓揚投資管理中心(有限合夥) (Shanghai Yuyang Investment Management Centre (Limited Partnership)), 上海鼎聰投資管理中心(有限合夥) (Shanghai Dingcong Investment Management Centre (Limited Partnership)), 上海博隽投資管理中心 (有限合夥) (Shanghai Bojun Investment Management Centre (Limited Partnership)), 上海站本投資管理中心(有限合夥) (Shanghai Bojun Investment Management Centre (Limited Partnership)) and 北京合誠創投投資合夥企業(有限合夥) (Shanghai Hecheng Venture Capital Investment Management Centre (Limited Partnership)) in relation to the subscription of the increased registered capital of Homelink at a total consideration of RMB2,600,000,000;

  • (f) the equity transfer agreement dated 6 January 2017 entered into between Chengdu Sunac Hongchang Properties Development Co., Ltd. (成都融創泓昶房地產開發有限公司) (“ Chengdu Sunac ”), an indirect wholly-owned subsidiary of the Company, and Huoerguosi Bochen Investment Co., Ltd. (霍爾果斯博辰創業投資有限公司), Huoerguosi Chenghui Tantu Investment Co., Ltd. (霍爾果斯誠慧坦途創業投資有限公司), and Huoerguosi Kaige Investment Co., Ltd. (霍爾果斯凱格創業投資有限公司) in relation to the acquisition of the entire equity interest in Chengdu Zixi Commercial Management Co., Ltd. (成都紫希 商業管理有限公司) (“ Chengdu Zixi* ”) at a total consideration of RMB1,352,584,598.19;

  • (g) the equity transfer agreement dated 6 January 2017 entered into between Chengdu Sunac, Chengdu Zixi, Xiao Miaomiao and Xiao Yongqiong in relation to the acquisition of 10% equity interest in the Second Target Company at a total consideration of RMB157,366,946.32;

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APPENDIX V

GENERAL INFORMATION

  • (h) the cooperation framework agreement dated 20 December 2016 entered into between Hangzhou Rongxinheng Investment Co., Ltd. (杭州融鑫恒投資有限公司) (“ Hangzhou Rongxinheng ”), an indirect wholly-owned subsidiary of the Company, and Hangzhou Jinhan Investment Co., Ltd. (杭州金翰投資有限公司) (“ Hangzhou Jinhan ”) in relation to the acquisition of 17.34% equity and debt interests in Hangzhou Jinhong Properties Co., Ltd.* (杭州金泓置業有限公司) at a total consideration of RMB435,731,198.71;

  • (i) the cooperation framework agreement dated 20 December 2016 entered into between Hangzhou Rongxinheng and Hangzhou Jinhan in relation to the acquisition of 17.34% equity and debt interests in Hangzhou Jinhe Properties Co., Ltd.* (杭州金合置業有限公司) at a total consideration of RMB148,613,522.92;

  • (j) the cooperation framework agreement dated 20 December 2016 entered into between Hangzhou Rongxinheng, Jincheng Real Estate Group Co., Ltd. (金成房地產集團有限公 司) and Hangzhou Jinhan in relation to the acquisition of 34% equity and debt interests in Hangzhou Ducheng Properties Co., Ltd. (杭州都城置業有限公司) at a total consideration of RMB274,306,530.51;

  • (k) the equity transfer agreement dated 29 November 2016 between Sunac (Qingdao) Real Estate Company Limited (融創(青島)置地有限公司) (“ Qingdao Sunac ”), an indirect wholly-owned subsidiary of the Company, and Calxon Group (Shanghai) Limited Company (嘉凱城集團(上海)有限公司) (“ Calxon Group ”) in relation to the sale and purchase of the entire equity interest in Qingdao Calxon Real Estate Development Company Limited (青島嘉凱城房地產開發有限公司) (“ Qingdao Calxon* ”) at a total consideration of RMB3,662,000,000;

  • (l) the guarantee agreement dated 29 November 2016 executed by Beijing Sunac Property Construction and Investment Limited(北京融創建投房地產有限公司)(“ Beijing Sunac Property ”) in favour of Calxon Group in respect of, among other things, the obligation of Qingdao Calxon to repay the shareholder loans to Calxon Group and its related parties;

  • (m) the counter guarantee agreement dated 29 November 2016 executed by Beijing Sunac Property in favour of Calxon Group and China Evergrande Group Company Limited (恒大地產集團有限公司) (“ Evergrande* ”) in respect of all the liabilities and expenses, including the principal and interest of the loan, any penalties, damages and expenses which may be payable by Calxon Group and Evergrande under the certain guarantee provided by them in respect of liabilities of Qingdao Calxon, details of which are set out in the Company’s announcement dated 29 November 2016;

  • (n) the supplemental agreement (the “ Supplemental Agreement 1 ”) dated 28 October 2016 entered into among Sunac Real Estate, Raycom (as defined below) and Legend Holdings (as defined below) to adjust the consideration payable for the equity interests of 40 target companies under the Framework Agreement 1 (as defined below);

  • (o) the subscription agreement dated 26 September 2016 entered into between the Company and Sunac International Investment Holdings Ltd in connection with the subscription of 453,074,433 new Shares by Sunac International Investment Holdings Ltd at a subscription price of HK$6.18 per Share;

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APPENDIX V

GENERAL INFORMATION

  • (p) the subscription agreement dated September 2016 entered into between Tianjin Jujin Property Management Ltd. (天津聚金物業管理有限公司) (“ Jujin Property ”), an indirect wholly-owned subsidiary of the Company, and Jinke Property Group Co., Ltd. (金科地產 集團股份有限公司) (“ Jinke Property ”), pursuant to which Jujin Property agreed to subscribe for 907,029,478 shares in Jinke Property at a subscription price of RMB4.41 per share, representing a total consideration of RMB3,999,999,997.98;

  • (q) the asset transfer framework agreement (the “ Framework Agreement 1 ”) dated 16 September 2016 entered into among Sunac Real Estate, an indirect wholly-owned subsidiary of the Company, and Raycom Real Estate Development Co., Ltd. (融科智地房 地產股份有限公司) (“ Raycom ”) and Legend Holdings Corporation (聯想控股股份有限公 司) (“ Legend Holdings ”) (as amended and supplemented by a supplemental agreement dated 28 October 2016 (the “ Supplemental Agreement 1* ”) entered into by the same parties) pursuant to which Raycom and Legend Holdings agreed to sell, and Sunac Real Estate agreed to purchase: (i) the relevant equity interests of 40 target companies; (ii) the loans and payables owed by the onshore target companies and their respective subsidiaries to Raycom and Legend Holdings; and (iii) the loans owed by an offshore target company to Right Lane Limited (南明有限公司), an offshore subsidiary of Legend Holdings, for a total consideration of approximately RMB13,850,820,000 (having taken into account the adjustments pursuant to the Supplemental Agreement 1, and subject to any other adjustments pursuant to the terms and conditions of the Framework Agreement 1). Pursuant to the adjustment mechanisms in the Framework Agreement I and consultation between the Sunac Real Estate, Raycom and Legend Holdings, the number of target companies finally acquired by the Group under Framework Agreement I was reduced from 40 to 35, and the adjusted total consideration for the acquisitions was approximately RMB15,623,382,700;

  • (r) the asset transfer framework agreement (the “ Framework Agreement 2 ”) dated 16 September 2016 entered into between Sunac Real Estate and Legend Holdings pursuant to which Legend Holdings agreed to sell and Sunac Real Estate agreed to purchase (i) 100% equity interest in Beijing EnsenCare Holdings Co., Ltd. (北京安信頤和控股有限公司) (“ EnsenCare* ”) at the consideration of RMB87,000,000; and (ii) the outstanding shareholders’ borrowings of RMB50,000,000 owed by EnsenCare to Legend Holdings and accrued but unpaid interest of RMB617,300. As such, the total consideration contemplated under the Framework Agreement 2 shall be RMB137,617,300, subject to adjustments pursuant to the terms and conditions of the Framework Agreement 2;

  • (s) the equity transfer framework agreement dated 22 August 2016 entered into between Hainan Sunac Properties Co., Ltd. (海南融創基業房地產有限公司) (“ Hainan Sunac ”), an indirect wholly-owned subsidiary of the Company, and Hangzhou Jinhan Investment Co., Ltd. (杭州金翰投資有限公司) (“ Hangzhou Jinhan ”), pursuant to which Hainan Sunac agreed to acquire and Hangzhou Jinhan agreed to dispose of 50% equity and debt interests in each of 杭州禾明投資有限公司 (Hangzhou Heming Investment Co., Ltd.), 杭州融悅投 資有限公司 (Hangzhou Rongyue Investment Co., Ltd.) and 浙江悅成投資有限公司 (Zhejiang Yuecheng Investment Co., Ltd.*), of which (i) the consideration for the equity interests was RMB1,954,717,510; and (ii) the relevant outstanding shareholder’s borrowings owed by the relevant target companies to Hangzhou Jinhan was RMB99,117,490. Therefore, the aggregate consideration for the acquisition was RMB2,053,835,000;

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APPENDIX V

GENERAL INFORMATION

  • (t) the framework agreement dated 19 May 2016 (as supplemented by two supplemental agreements both dated 22 July 2016) entered into between the Company and Top Spring International Holdings Limited, pursuant to which the Company agreed to (a) acquire the entire equity interest in six target companies and (b) settle the inter-company loans among the six target companies and/or the project companies owned by such target companies, which are holding interests in property development projects in Shanghai, Nanjing, Shenzhen, Huizhou and Hangzhou in the PRC, at a total adjusted consideration of RMB4,225,230,000;

  • (u) the cooperation agreement dated 18 March 2016 entered into between Shanghai Sunac Property Development Co., Ltd. (“ Shanghai Sunac ”), a wholly-owned subsidiary of the Company, and Shanghai Moke Real Estate Co. Ltd (上海摩克房地產有限公司) (“ Shanghai Moke ”) in connection with the formation of a joint venture and the acquisition of two target projects. Pursuant to the cooperation agreement, the equity interests of the joint venture will ultimately be held as to 80% and 20% by Shanghai Sunac and Shanghai Moke, respectively, and the joint venture will be responsible for the development of the two target projects. The aggregate amount payable by Shanghai Sunac under the cooperation agreement is approximately RMB3,305,347,400 together with accrued interest;

  • (v) the cooperation agreement dated 25 February 2016 entered into between Tianjin Sunac Ao Cheng Investment Co., Ltd (“ Tianjin Sunac Ao Cheng ”), a wholly-owned subsidiary of the Company, as purchaser, Sunac Real Estate, as guarantor of the purchaser, Zhengzhou Meisheng Real Estate Development Co. Ltd. (鄭州美盛房地產開發有限公司) (“ Zhengzhou Meisheng ”) as vendor and Henan Zhaoteng Investment Co. Ltd (河南省兆騰投資有限公司) , as guarantor of the vendor, pursuant to which, Tianjin Sunac Ao Cheng agreed to acquire and Zhengzhou Meisheng agreed to dispose of 70% equity and debt interests in Zhongmu Meisheng Real Estate Co., Ltd (中牟美盛置業有限公司) (“ Zhongmu Meisheng ”) at a total consideration of RMB753,916,863.21;

  • (w) the two equity transfer agreements dated 1 February 2016 entered into between Shanghai Sunac as purchaser and Der Group Co. Ltd. (“ Der Group ”) and Mr. HE Yonggang as vendors (collectively the “ Suzhou Vendors ”), pursuant to which (i) Shanghai Sunac agreed to acquire and the Suzhou Vendors agreed to dispose of the entire equity and debt interests in Suzhou Der Taihu Bay Properties Co., Ltd. (“ Suzhou Der Taihu Bay ”), of which the consideration for (a) the equity interests amounted to RMB724,459,419 (after adjustment); and (b) the entire outstanding shareholder’s loan owed by Suzhou Der Taihu Bay to the Suzhou Vendors amounted to RMB685,540,581, representing an aggregate consideration of RMB1,410,000,000 (after adjustment) (“ Acquisition I ”); and (ii) Shanghai Sunac agreed to acquire and the Suzhou Vendors agreed to dispose of the entire equity and debt interests in Suzhou Der Taihu Town Real Estate Co., Ltd. (“ Suzhou Der Taihu Town ”), of which the consideration for (a) the equity interests amounted to RMB28,308,318; and (b) the entire outstanding shareholder’s loan owed by Suzhou Der Taihu Town to the Suzhou Vendors amounted to RMB51,691,682, representing an aggregate consideration of RMB80,000,000 (“ Acquisition II ”). As such, the total consideration for the transactions contemplated under Acquisition I and Acquisition II is RMB1,490,000,000 (after adjustment);

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APPENDIX V

GENERAL INFORMATION

  • (x) the equity transfer agreement dated 15 January 2016 entered into between Shanghai Sunac Ruifeng Investment Co., Ltd. (上海融創睿豐投資有限公司) (“ Shanghai Sunac Ruifeng ”), a wholly-owned subsidiary of the Company, as purhcaser and Beijing Fengdan Investment Management Co., Ltd. (北京楓丹投資管理有限公司) (“ Beijing Fengdan ”) as vendor in relation to the acquisition of 12.5% equity interest in Shanghai Fengdan Lishe Real Estate Development Co., Ltd. (上海楓丹麗舍房地產開發有限公司) (“ Shanghai Fengdan ”) and the outstanding shareholder’s loan owing by Shanghai Fengdan to Beijing Fengdan at a total consideration of RMB437,500,000;

  • (y) the equity transfer agreement dated 15 January 2016 entered into between Shanghai Sunac Ruifeng as purhcaser and Shenzhen Zhongshan Xingye Trading Co., Ltd. (深圳市仲山興業 貿易有限公司) (“ Shenzhen Zhongshan ”) as vendor in relation to the acquisition of 5% equity interest in Shanghai Fengdan and the outstanding shareholder’s loan owing by Shanghai Fengdan to Shenzhen Zhongshan at a total consideration of RMB175,000,000;

  • (z) the equity transfer agreement dated 15 January 2016 entered into between Shanghai Sunac Ruifeng as purhcaser and Shenzhen Hua Shun Digital Technology Co., Ltd. (深圳市華順數 碼科技有限公司) (“ Shenzhen Hua Shun ”) as vendor in relation to the acquisition of 12.5% equity interest in Shanghai Fengdan and the outstanding shareholder’s loan owing by Shanghai Fengdan to Shenzhen Hua Shun at a total consideration of RMB437,500,000;

  • (aa) the equity transfer agreement dated 15 January 2016 entered into between Shanghai Sunac Ruifeng as purhcaser and Shenzhen SZITIC Property Development Co., Ltd. (深圳深國投 房地產開發有限公司) (“ SZITIC Property ”) as vendor in relation to the acquisition of 7.855% equity interest in Shanghai Fengdan and the outstanding shareholder’s loan owing by Shanghai Fengdan to SZITIC Property at a total consideration of RMB274,925,000;

  • (bb) the equity transfer agreement dated 13 January 2016 entered into between Shanghai Sunac and Jiangsu Youyi Hesheng Property Development Co., Ltd. (“ Jiangsu Youyi ”) for an aggregate consideration of RMB1,038,234,731, pursuant to which (i) Shanghai Sunac agreed to acquire and Jiangsu Youyi agreed to dispose of, 95% equity interest in Suzhou Xinyou Real Estate Co. Ltd. (蘇州新友置地有限公司) (“ Suzhou Xinyou ”), for RMB183,652,145, and (ii) Shanghai Sunac agreed to repay on behalf of Suzhou Xinyou the entire outstanding shareholder’s loan in the amount of RMB854,582,586 owing by it to Jiangsu Youyi;

  • (cc) the agreement dated 4 January 2016 entered into between Shanghai Sunac Ruifeng and Shanghai Pudong Development Group Limited (上海浦東發展(集團)有限公司) (“ Shanghai Pudong Development ”), pursuant to which Shanghai Sunac Ruifeng agreed to acquire 9.4% interest in Shanghai Huafeng for a consideration of RMB752,000,000 and Shanghai Pudong Development was entrusted to hold the 9.4% indirect interest in Shanghai Huafeng on behalf of Shanghai Sunac Ruifeng;

  • (dd) the supplemental agreement dated 30 November 2015 entered into between, among others, Tianjin Sunac Ao Cheng and Sunac Real Estate, which are both wholly-owned subsidiaries of the Company and Xian Titan Real Estate Group Co., Ltd (“ Xian Titan ”), pursuant to which the parties thereto agreed to amend and supplement the cooperative agreement dated 2 September 2015 with respect to the acquisition of Jinan Lihao Properties Co., Ltd. (濟南立皓置業有限公司) and Jinan Liyuan Properties Co., Ltd. (濟南立遠置業有限公司);

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GENERAL INFORMATION

APPENDIX V

  • (ee) the supplemental agreements dated 30 November 2015 entered into between, among others, Tianjin Sunac Ao Cheng, Sunac Real Estate and Xian Titan, pursuant to which the parties thereto agreed to amend and supplement the cooperative agreement dated 2 September 2015 with respect to the acquisition of Tianmao Properties (Nanjing)., Ltd. (天茂置業

  • (南京)有限公司), Titan International Investment Group Limited and Nanjing Titan Technology Investment Development Co., Ltd. (南京天朗科技投資發展有限公司);

  • (ff) the equity transfer agreement dated 29 October 2015 entered into between Shanghai Sunac Real Estate Development Co., Ltd (“ Shanghai Sunac Real Estate ”), a wholly-owned subsidiary of the Company, as purchaser, and Shanghai Yuehua Kangjian Investment Management Co., Ltd (“ Shanghai Yuehua ”) as vendor, pursuant to which Shanghai Sunac Real Estate agreed to, or would procure its designated wholly-owned subsidiary to, acquire and Shanghai Yuehua agreed to dispose of, the entire equity interest in Shanghai Lingwu Investment Management Co., Ltd. (“ Shanghai Lingwu ”) and the outstanding shareholder’s loan owing by Shanghai Lingwu to Shanghai Yuehua at a total consideration of RMB1,400,000,000;

  • (gg) the cooperative agreement dated 2 September 2015 entered into between, among others, Tianjin Sunac Ao Cheng and Tianjin Sunac Zhidi Co., Ltd (“ Sunac Zhidi ”), which are both wholly-owned subsidiaries of the Company, and Xian Titan, pursuant to which Tianjin Sunac Ao Cheng and Xian Titan agreed to cooperate to establish a joint venture company in Xian, the PRC (the “ Joint Venture ”) with a registered capital of RMB100 million, and was contributed as to 80% by Tianjian Sunac Ao Cheng and 20% by Xian Titan. Upon establishment of the Joint Venture, it (i) shall acquire the equity interest in the two property projects under development in Xian, the PRC held by Xian Titan for a total consideration of RMB187.9 million; (ii) can acquire and develop the projects to be developed by Xian Tital or its affiliated companies in Xian, the PRC by participating in the process of tender, auction and listing; and (iii) shall cooperate with Xian Titan in the acquisition and development of the reserve projects in Xian to be participated or intended to be acquired by Xian Titan or its affiliated companies and subsidiaries in the future by way of joint injection of funds for the establishment of project companies of which Xian Titan and the Joint Venture shall hold no more than 30% and no less than 70% equity interest in such project companies, respectively. Further, pursuant to the cooperative agreement, Tianjin Sunac Ao Cheng agreed to acquire (by itself or through its designated company) the 100% equity interest in the project companies of Xian Titan with property projects located in Jinan, Nanjing and Chengdu of the PRC for a total consideration of RMB496.17 million;

  • (hh) the equity transfer agreement dated 26 August 2015 entered into between Shanghai Sunac Ruifeng as purchaser and Shenzhen Shenshangzhi Management Co., Ltd. (“ SZ Shenshangzhi ”) as vendor, pursuant to which Shanghai Sunac Ruifeng agreed to acquire and SZ Shenshangzhi agreed to dispose of 14% equity interest in Shanghai Fengdan and the outstanding shareholder’s loan owing by Shanghai Fengdan to SZ Shenshangzhi at a total consideration of RMB329,000,000;

— 714 —

APPENDIX V

GENERAL INFORMATION

  • (ii) the equity transfer agreement dated 26 August 2015 entered into between Shanghai Sunac Ruifeng as purchaser and China Resources SZITIC Investment Ltd. (“ CR SZITIC Investment ”) as vendor, pursuant to which Shanghai Sunac Ruifeng agreed to acquire and CR SZITIC Investment agreed to dispose of 10.29% equity interest in Shanghai Fengdan and the outstanding shareholder’s loan owing by Shanghai Fengdan to CR SZITIC Investment at a total consideration of RMB241,815,000;

  • (jj) the acquisition agreement dated 24 July 2015 entered into between, among others, Ease Success Holdings Limited (“ Ease Success ”), a wholly-owned subsidiary of the Company, as purchaser, and Marvel Leader Investments Limited (“ Marvel Leader ”) as vendor, pursuant to which Ease Success conditionally agreed to acquire and Marvel Leader conditionally agreed to dispose of (i) the entire issued shares in Joyview Group Limited (“ Joyview ”) which in turn indirectly owned 80% equity interest in Chengdu Guojia Zhide Zhiye Co., Ltd. (成都國嘉志得置業有限公司) (“ Chengdu Guojia ”) and (ii) the outstanding shareholder’s loan owing by Joyview to Marvel Leader, at a total consideration of RMB2,755,553,457.92; and

  • (kk) the acquisition agreement dated 24 July 2015 entered into between, among others, Chongqing Sunac Foundation Real Estate Development Co. Ltd. (“ Chongqing Sunac Foundation ”), a wholly-owned subsidiary of the Company, as purchaser, and Sichuan Guojia Real Estate Co. Ltd. (“ Sichuan Guojia ”) as vendor, pursuant to which Chongqing Sunac Foundation conditionally agreed to acquire and Sichuan Guojia conditionally agreed to dispose of 20% equity interest in Chengdu Guojia and the outstanding shareholder’s loan and interest owing by Chengdu Guojia to Sichuan Guojia at a total consideration of RMB450,000,000.

8. EXPERT’S QUALIFICATION AND CONSENT

The following is the qualification of the expert whose name/advices and/or reports are contained in this circular:

Name Qualification
PricewaterhouseCoopers Certified Public Accountants, Hong Kong
Pan-China Certified Public Accountants Certified Public Accountants

As at the Latest Practicable Date, each of the above expert (i) had no shareholding in any member of the Group and did not have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group; (ii) had no direct or indirect interest in any assets which had been, since 31 December 2016 (the date to which the latest published audited consolidated financial statements of the Group were made up), acquired, disposed of by, or leased to any member of the Group, or were proposed to be acquired, disposed of by, or leased to any member of the Group; and (iii) has given and has not withdrawn its consent to the issue of this circular with the inclusion of its letter and the reference to its name included herein in the form and context in which it appears.

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GENERAL INFORMATION

APPENDIX V

9. LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

10. GENERAL

  • (a) The registered office of the Company is 190 Elgin Avenue, George Town, Grand Cayman KY1- 9005, Cayman Islands.

  • (b) The address of the head office of the Company is 10/F, Building C7, Magnetic Plaza, Binshuixi Road, Nankai District, Tianjin 300381 and the principal place of business of the Company in Hong Kong is 36/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

  • (c) Mr. Gao Xi (“ Mr. Gao ”) is one of the joint company secretaries of the Company and the Company has engaged Ms. Mok Ming Wai (“ Ms. Mok ”) as the other joint company secretary of the Company to assist Mr. Gao.

Mr. Gao is currently the vice president of the Group and a joint company secretary of the Company. Since joining the Group in 2007, he had held different positions in various departments of the Group, including the capital operations centre, financial management center and financing management department. Since 2011, he began to act successively as the manager, director and general manager of the investor relations department of the Company. Mr. Gao has participated in the work in relation to the Company’s initial public offering, and upon the listing of the shares of the Company on the Stock Exchange in 2010, he contributed to establish the investor relations department, where he is mainly responsible for listing compliance, corporate governance, investor relations and offshore financing related matters. Mr. Gao graduated from Shanxi University of Finance & Economics in 2008 with a master’s degree in quantitative economics.

Ms. Mok is a director of KCS Hong Kong Limited. She has over 15 years of professional and in-house experience in the company secretarial field. She is a fellow member of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators in the United Kingdom.

  • (d) The Cayman Islands principal share registrar and transfer office is Royal Bank of Canada Trust Company, (Cayman) Limited, 4th Floor, Royal Bank House, 24 Shedden Road, George Town, Grand Cayman KY1-1110, Cayman Islands.

  • (e) The Hong Kong branch share registrar and transfer is Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

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GENERAL INFORMATION

APPENDIX V

  • (f) This circular is prepared in both English and Chinese. In the event of inconsistency, the English text shall prevail over its Chinese text unless otherwise specified.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 6:00 p.m. on any weekday (except public holidays) at the principal place of business of the Company in Hong Kong at 36/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong up to and including the date falling on 14 days from the date of this circular:

  • (a) the memorandum and articles of association of the Company;

  • (b) the annual reports of the Company for the two years ended 31 December 2016;

  • (c) the annual reports of Jinke Property for the three years ended 31 December 2016;

  • (d) the report on unaudited pro forma financial information of the Group, the text of which is set out in Appendix IV to this circular;

  • (e) the material contracts referred to in the paragraph headed “Material Contracts” in this Appendix;

  • (f) the circular of the Company dated 4 May 2017; and

  • (g) this circular.

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