appendix i accountants’ report - eipo

The following is the text of a report on Dalian Wanda Commercial Properties Co., Ltd.,prepared for the purpose of incorporation in this Prospectus, received from the Company’sreporting accountants, Ernst & Young, Certified Public Accountants, Hong Kong.

22/F CITIC Tower,1 Tim Mei Avenue,Central, Hong Kong

10 December 2014

The DirectorsDalian Wanda Commercial Properties Co., Ltd.China International Capital Corporation Hong Kong Securities LimitedHSBC Corporate Finance (Hong Kong) Limited

Dear Sirs,

We set out below our report on the financial information of Dalian Wanda CommercialProperties Co., Ltd. (the “Company”) and its subsidiaries (hereinafter collectively referred toas the “Group”) which comprises the consolidated statements of profit or loss, statements ofcomprehensive income, statements of changes in equity and statements of cash flows of theGroup for each of the years ended 31 December 2011, 2012 and 2013 and the six monthsended 30 June 2014 (the “Relevant Periods”), and the consolidated statements of financialposition of the Group and the statements of financial position of the Company as at 31December 2011, 2012 and 2013 and 30 June 2014, together with the notes thereto (the“Financial Information”), and the consolidated statement of profit or loss, statement ofcomprehensive income, statement of changes in equity and statement of cash flows of theGroup for the six months ended 30 June 2013 (the “Interim Comparative Information”),prepared on the basis of preparation set out in note 2.1 of Section II below, for inclusion in theprospectus of the Company dated 10 December 2014 (the “Prospectus”) in connection with thelisting of the shares of the Company on the Main Board of The Stock Exchange of Hong KongLimited (the “Stock Exchange”).

The Company was established as a joint stock company with limited liability on 16September 2002 in the People’s Republic of China (the “PRC”). As at the end of the RelevantPeriods, the Company has direct and indirect interests in the subsidiaries as set out in note 1of Section II below. All companies now comprising the Group have adopted 31 December astheir financial year end date. The statutory financial statements of the companies nowcomprising the Group were prepared in accordance with the relevant accounting principlesapplicable to these companies in the countries in which they were incorporated and/orestablished. Details of their statutory auditors during the Relevant Periods are set out in note1 of Section II below.

APPENDIX I ACCOUNTANTS’ REPORT

— I-1 —

For the purpose of this report, the directors of the Company (the “Directors”) haveprepared the consolidated financial statements of the Group (the “Underlying FinancialStatements”) in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”), whichinclude all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards(“HKASs”) and Interpretations issued by the Hong Kong Institute of Certified PublicAccountants (the “HKICPA”). The Underlying Financial Statements for each of the years ended31 December 2011, 2012, 2013 and the six months ended 30 June 2014 were audited by usin accordance with Hong Kong Standards on Auditing issued by the HKICPA.

The Financial Information set out in this report has been prepared from the UnderlyingFinancial Statements with no adjustments made thereon.

Directors’ responsibility

The Directors are responsible for the preparation of the Underlying Financial Statements,the Financial Information and the Interim Comparative Information that give a true and fair viewin accordance with HKFRSs, and for such internal control as the Directors determine isnecessary to enable the preparation of the Underlying Financial Statements, the FinancialInformation and the Interim Comparative Information that are free from material misstatement,whether due to fraud or error.

Reporting accountants’ responsibility

It is our responsibility to form an independent opinion and a review conclusion on theFinancial Information and the Interim Comparative Information, respectively, and to report ouropinion and review conclusion thereon to you.

For the purpose of this report, we have carried out procedures on the FinancialInformation in accordance with Auditing Guideline 3.340 Prospectuses and the ReportingAccountant issued by the HKICPA.

We have also performed a review of the Interim Comparative Information in accordancewith Hong Kong Standard on Review Engagements 2410 “Review of Interim Informationperformed by the Independent Auditor of the Entity” issued by the HKICPA. A review consistsprincipally of making enquiries of management and applying analytical procedures to thefinancial information and, based thereon, assessing whether the accounting policies andpresentation have been consistently applied unless otherwise disclosed. A review excludesaudit procedures such as tests of controls and verification of assets and liabilities andtransactions. It is substantially less in scope than an audit and therefore provides a lower levelof assurance than an audit. Accordingly, we do not express an opinion on the InterimComparative Information.


— I-2 —

Opinion in respect of the Financial Information

In our opinion, for the purpose of this report and on the basis of preparation set out in note2.1 of Section II below, the Financial Information gives a true and fair view of the state of affairsof the Group and the Company as at 31 December 2011, 2012, 2013 and 30 June 2014 andof the consolidated results and cash flows of the Group for each of the Relevant Periods.

Review conclusion in respect of the Interim Comparative Information

Based on our review which does not constitute an audit, for the purpose of this report,nothing has come to our attention that causes us to believe that the Interim ComparativeInformation is not prepared, in all material respects, in accordance with the same basisadopted in respect of the Financial Information.


— I-3 —

I. FINANCIAL INFORMATION

(A) CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

Section II

Notes

Year ended 31 December

Six months ended

30 June

2011 2012 2013 2013 2014

RMB’million RMB’million RMB’million RMB’million RMB’million

(Unaudited)

REVENUE . . . . . . . . . . . . . . . 5 50,772 59,091 86,774 31,834 23,251

Cost of sales . . . . . . . . . . . . . (26,469) (28,807) (49,438) (17,596) (12,821)

Gross profit . . . . . . . . . . . . . . 24,303 30,284 37,336 14,238 10,430

Other income and gains . . . . . . 5 1,966 2,162 4,142 1,398 1,190

Increase in fair value of

investment properties . . . . . . 6 13,992 21,898 15,443 7,832 5,227

Selling and distribution costs . . . (2,829) (2,997) (4,298) (1,621) (2,104)

Administrative expenses . . . . . . (3,226) (3,950) (4,914) (2,062) (2,633)

Other expenses . . . . . . . . . . . . (309) (272) (353) (119) (84)

Finance costs . . . . . . . . . . . . . 7 (3,056) (3,861) (5,855) (2,780) (3,640)

Share of loss of an associate . . . — — (9) — (1)

PROFIT BEFORE TAX . . . . . . . 6 30,841 43,264 41,492 16,886 8,385

Income tax expense . . . . . . . . . 10 (11,066) (15,443) (16,610) (6,800) (3,468)

PROFIT FOR THE

YEAR/PERIOD. . . . . . . . . . . 19,775 27,821 24,882 10,086 4,917

Attributable to:

Owners of the parent . . . . . . . 11 19,779 27,310 24,581 9,313 4,965

Non-controlling interests . . . . (4) 511 301 773 (48)

19,775 27,821 24,882 10,086 4,917

EARNINGS PER SHARE

ATTRIBUTABLE TO

ORDINARY EQUITY

HOLDERS OF THE PARENT

Basic . . . . . . . . . . . . . . . . . . 13 RMB5.29 RMB7.31 RMB6.58 RMB2.49 RMB1.33

Diluted . . . . . . . . . . . . . . . . . 13 RMB5.29 RMB7.31 RMB6.58 RMB2.49 RMB1.33

Details of dividends proposed and declared for the Relevant Periods are disclosed in Note12 of Section II below.


— I-4 —

(B) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year ended 31 December Six months ended 30 June

2011 2012 2013 2013 2014


(Unaudited)

PROFIT FOR THE YEAR/PERIOD . . . . 19,775 27,821 24,882 10,086 4,917

OTHER COMPREHENSIVE INCOME .

Other comprehensive income to bereclassified to profit or loss insubsequent periods:

Exchange differences on translation offoreign operations . . . . . . . . . . . . — — 15 (8) (30)

OTHER COMPREHENSIVE INCOMEFOR THE YEAR/PERIOD NET OFTAX . . . . . . . . . . . . . . . . . . . . . — — 15 (8) (30)

TOTAL COMPREHENSIVE INCOMEFOR THE YEAR/PERIOD . . . . . . . 19,775 27,821 24,897 10,078 4,887

Attributable to:

Owners of the parent . . . . . . . . . . . . 19,779 27,310 24,592 9,308 4,939

Non-controlling interests . . . . . . . . . . (4) 511 305 770 (52)

19,775 27,821 24,897 10,078 4,887


— I-5 —

(C) CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Section II

Notes

As at 31 December

As at

30 June

2011 2012 2013 2014

RMB’million RMB’million RMB’million RMB’million

NON-CURRENT ASSETS

Property, plant and equipment . . . . . 14 13,742 18,246 25,955 29,396

Investment properties . . . . . . . . . . . 15 111,194 159,074 198,539 220,580

Prepaid land lease payments . . . . . . 16 4,047 5,579 6,268 6,979

Goodwill . . . . . . . . . . . . . . . . . . . 17 — — 287 1,430

Other intangible assets . . . . . . . . . . 18 50 82 155 2,533

Investment in an associate . . . . . . . 19 — — 114 —

Long-term receivables . . . . . . . . . . 11 11 11 11

Deferred tax assets . . . . . . . . . . . . 21 2,545 3,107 3,376 4,156

Available-for-sale investments . . . . . 22 10 10 37 35

Total non-current assets . . . . . . . . . 131,599 186,109 234,742 265,120

CURRENT ASSETS

Inventories . . . . . . . . . . . . . . . . . . 23 57,015 76,378 100,474 131,891

Prepaid tax. . . . . . . . . . . . . . . . . . 32 1,756 3,123 3,211 4,996

Trade and bills receivables . . . . . . . 24 293 333 280 561

Prepayments, deposits and other

receivables . . . . . . . . . . . . . . . 25 13,856 18,453 18,654 20,586

Derivative financial instrument . . . . . 26 — — 19 28

Restricted cash . . . . . . . . . . . . . . . 27 2,212 2,131 4,139 6,048

Cash and cash equivalents . . . . . . . 27 44,048 48,585 69,525 74,761

Total current assets . . . . . . . . . . . . 119,180 149,003 196,302 238,871

CURRENT LIABILITIES

Trade and bills payables . . . . . . . . . 28 20,782 25,662 34,628 35,383

Other payables and accruals . . . . . . 29 80,900 103,872 117,009 144,946

Interest-bearing bank and other

borrowings . . . . . . . . . . . . . . . . 30 16,611 21,681 21,016 34,184

Government grants. . . . . . . . . . . . . 31 — 191 450 487

Dividend payables . . . . . . . . . . . . . — 13 13 13

Tax payable . . . . . . . . . . . . . . . . . 32 5,586 5,710 7,161 4,347

Total current liabilities . . . . . . . . . . 123,879 157,129 180,277 219,360

NET CURRENT ASSETS/

(LIABILITIES) . . . . . . . . . . . . . . (4,699) (8,126) 16,025 19,511

TOTAL ASSETS LESS CURRENT

LIABILITIES . . . . . . . . . . . . . . . 126,900 177,983 250,767 284,631


— I-6 —

Section II

Notes

As at 31 December

As at

30 June

2011 2012 2013 2014



LIABILITIES . . . . . . . . . . . . . . . 126,900 177,983 250,767 284,631

NON-CURRENT LIABILITIES

Convertible bonds . . . . . . . . . . . . . 33 — — 61 76

Guaranteed bonds . . . . . . . . . . . . . 34 — — 3,614 7,250


borrowings . . . . . . . . . . . . . . . . 30 53,136 71,547 109,302 138,178

Government grants. . . . . . . . . . . . . 31 — 134 306 791

Deferred tax liabilities . . . . . . . . . . . 21 13,223 18,951 23,612 25,713

Other non-current liabilities . . . . . . . — — — 3

Total non-current liabilities . . . . . . . . 66,359 90,632 136,895 172,011

Net assets . . . . . . . . . . . . . . . . . . 60,541 87,351 113,872 112,620

EQUITY

Equity attributable to owners of the

parent

Issued capital . . . . . . . . . . . . . . . . 35 3,736 3,736 3,736 3,736

Reserves . . . . . . . . . . . . . . . . . . . 36 56,733 81,991 104,550 105,875

60,469 85,727 108,286 109,611

Non-controlling interests . . . . . . . . . 72 1,624 5,586 3,009

Total equity. . . . . . . . . . . . . . . . . . 60,541 87,351 113,872 112,620


— I-7 —

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— I-10 —

(E) CONSOLIDATED STATEMENTS OF CASH FLOWS

Section IINotes

Year ended 31 DecemberSix months ended

30 June

2011 2012 2013 2013 2014


(Unaudited)

CASH FLOWS FROMOPERATING ACTIVITIES

Profit before tax . . . . . . . . . . . 30,841 43,264 41,492 16,886 8,385

Adjustments for:

Finance costs . . . . . . . . . . . . . 7 3,056 3,861 5,855 2,780 3,640

Share of loss of an associate . . . . — — 9 — 1

Interest income . . . . . . . . . . . . 5 (520) (360) (531) (259) (256)

Depreciation of property, plant andequipment . . . . . . . . . . . . . 6 517 881 1,054 455 610

Impairment of trade receivables . . 6 5 5 — — 15

Impairment of other receivables . . 6 11 35 51 17 (15)

Amortisation of prepaid land leasepayments . . . . . . . . . . . . . 6 45 79 100 41 57

Amortisation of other intangibleassets . . . . . . . . . . . . . . . 6 3 10 17 8 13

Loss/(gain) on disposal of items ofproperty, plant and equipment,net . . . . . . . . . . . . . . . . . 6 1 (1) 1 — —

Gain on bargain purchase . . . . . . 38 — — (75) — (2)

Loss on disposal of investmentproperties . . . . . . . . . . . . . 6 2 8 — — —

Gain on disposal of subsidiaries . . 5 — — (113) — (387)

Gain on disposal of available-for-sale investment . . . . . . . . . . — — — — (40)

Remeasurement loss of equityinterest in an associate . . . . . 38 — — — — 8

Changes in fair value of derivativefinancial instruments . . . . . . . 5 — — — — (1)

Increase in fair value of investmentproperties . . . . . . . . . . . . . (13,992) (21,898) (15,443) (7,832) (5,227)

19,969 25,884 32,417 12,096 6,801

Increase in inventories. . . . . . . . (17,359) (16,423) (24,121) (10,631) (26,873)

(Increase)/decrease in trade andbills receivables . . . . . . . . . (111) (77) 102 188 (4)

(Increase)/decrease inprepayments, deposits andother receivables . . . . . . . . . (2,804) (4,850) (556) 216 (1,320)

Decrease in long-term receivables . 1 — — — —

Decrease/(increase) in restrictedcash . . . . . . . . . . . . . . . . (1,478) 81 (2,008) (471) (1,909)

Increase/(decrease) in trade andbills payables . . . . . . . . . . . 12,553 4,639 8,966 (1,359) 325


— I-11 —

Section IINotes


30 June

2011 2012 2013 2013 2014


(Unaudited)

Increase in other payables andaccruals . . . . . . . . . . . . . . 36,239 14,989 5,063 6,869 21,998

Increase in government grants . . . — 325 431 6 522

Cash generated from / (used in)operations . . . . . . . . . . . . . 47,010 24,568 20,294 6,914 (460)

Interest received . . . . . . . . . . . 520 360 531 259 256

Interest paid . . . . . . . . . . . . . (1,445) (1,888) (2,338) (1,026) (1,826)

Corporate income tax and landappreciation tax paid . . . . . . (10,203) (11,559) (11,680) (7,746) (6,923)

Net cash flows from/(used in)operating activities . . . . . . . . 35,882 11,481 6,807 (1,599) (8,953)

CASH FLOWS FROM INVESTINGACTIVITIES

Purchases of items of property,plant and equipment . . . . . . . (4,435) (3,255) (5,207) (1,176) (3,258)

Additions to investment properties . (17,256) (19,550) (14,953) (4,924) (16,314)

Additions to prepaid land leasepayments . . . . . . . . . . . . . (1,271) (1,474) (772) (472) (997)

Additions to other intangibleassets . . . . . . . . . . . . . . . (38) (42) (90) (24) (38)

Purchases of available-for-saleinvestments . . . . . . . . . . . . (8) — (30) (30) —

Proceeds of disposal of available-for-sale investments . . . . . . . — — 3 — 42

Acquisitions of subsidiaries . . . . . 38 (1,635) (226) (443) (454) (162)

Proceeds from disposal of items ofproperty, plant and equipment . 20 13 119 30 30

Proceeds from disposal ofinvestment properties . . . . . . 9 — — — —

Cash flows relating to disposal ofsubsidiaries . . . . . . . . . . . . 39 — — (1,083) — 533

Additions to investment in anassociate . . . . . . . . . . . . . 19 — — (123) (123) —

Interest paid . . . . . . . . . . . . . (778) (961) (1,204) (648) (745)

Net cash flows used in investingactivities . . . . . . . . . . . . . . (25,392) (25,495) (23,783) (7,821) (20,909)


— I-12 —

Section IINotes


30 June

2011 2012 2013 2013 2014


(Unaudited)

CASH FLOWS FROM FINANCINGACTIVITIES

Net proceeds from issue of bonds . — — 3,614 — 3,662

New bank loans . . . . . . . . . . . 39,478 57,470 80,745 47,272 61,497

Repayment of bank loans . . . . . . (30,370) (33,848) (40,304) (9,263) (20,267)

Interest and bank charge paid . . . (8,705) (3,194) (6,962) (2,672) (3,509)

Dividends paid . . . . . . . . . . . . — (1,967) (1,999) (1,999) (1,999)

Capital contributions fromnon-controlling interests . . . . . — — 2,940 750 671

Proceeds from disposal ofnon-controlling interests . . . . . — 90 — — —

Business combination undercommon control . . . . . . . . . 37 (1,935) — — — —

Acquisition of non-controllinginterests . . . . . . . . . . . . . . — — (130) (130) (4,919)

Net cash flows (used in)/ fromfinancing activities . . . . . . . . (1,532) 18,551 37,904 33,958 35,136

NET INCREASE IN CASH ANDCASH EQUIVALENTS . . . . . . 8,958 4,537 20,928 24,538 5,274

Cash and cash equivalents atbeginning of year/period . . . . . 35,090 44,048 48,585 48,585 69,525

Effect of foreign exchange ratechanges, net . . . . . . . . . . . — — 12 (8) (38)

CASH AND CASH EQUIVALENTSAT END OF YEAR/PERIOD . . . 44,048 48,585 69,525 73,115 74,761

ANALYSIS OF BALANCES OFCASH AND CASHEQUIVALENTS

Cash and cash equivalents asstated in the statements offinancial position . . . . . . . . . 44,048 48,585 69,525 73,115 74,761

Cash and cash equivalents asstated in the statements of cashflows . . . . . . . . . . . . . . . . 44,048 48,585 69,525 73,115 74,761


— I-13 —

(F) STATEMENTS OF FINANCIAL POSITION

Section II

Notes

As at 31 December

As at

30 June

2011 2012 2013 2014


NON-CURRENT ASSETS

Property, plant and equipment . . . . . . . . 14 900 1,143 1,115 1,100

Investment properties . . . . . . . . . . . . . 15 905 1,452 1,470 1,415

Prepaid land lease payments . . . . . . . . 16 335 329 321 316

Other intangible assets . . . . . . . . . . . . 14 27 59 68

Investment in an associate . . . . . . . . . . 19 — — 114 —

Investments in subsidiaries . . . . . . . . . . 20 42,892 58,993 84,683 105,877

Long-term receivables . . . . . . . . . . . . . — 11 11 11

Deferred tax assets . . . . . . . . . . . . . . . 88 101 — —

Available-for-sale investments . . . . . . . . 22 10 10 37 35

Total non-current assets . . . . . . . . . . . . 45,144 62,066 87,810 108,822

CURRENT ASSETS

Inventories . . . . . . . . . . . . . . . . . . . . 23 1,053 782 381 351

Prepaid tax . . . . . . . . . . . . . . . . . . . . 32 18 71 — —

Trade and bills receivables . . . . . . . . . . 24 5 6 7 269

Prepayments, deposits and other

receivables . . . . . . . . . . . . . . . . . . 25 16,956 22,547 25,813 32,843

Restricted cash . . . . . . . . . . . . . . . . . 27 — — 174 249

Cash and cash equivalents . . . . . . . . . . 27 12,924 7,373 10,028 6,833

Total current assets . . . . . . . . . . . . . . . 30,956 30,779 36,403 40,545

CURRENT LIABILITIES

Trade and bills payables . . . . . . . . . . . 28 557 394 134 96

Other payables and accruals . . . . . . . . . 29 53,303 64,848 89,893 104,899


borrowings . . . . . . . . . . . . . . . . . . 30 10,605 6,786 6,641 12,839

Dividend payables. . . . . . . . . . . . . . . . — 13 13 13

Tax payable . . . . . . . . . . . . . . . . . . . . 32 61 66 66 378

Total current liabilities . . . . . . . . . . . . . 64,526 72,107 96,747 118,225

NET CURRENT LIABILITIES . . . . . . . . . (33,570) (41,328) (60,344) (77,680)


— I-14 —

Section II

Notes

As at 31 December

As at

30 June

2011 2012 2013 2014



LIABILITIES . . . . . . . . . . . . . . . . . 11,574 20,738 27,466 31,142

NON-CURRENT LIABILITIES


borrowings . . . . . . . . . . . . . . . . . . 30 3,586 9,799 14,200 14,560

Deferred tax liabilities . . . . . . . . . . . . . 30 111 121 109

Total non-current liabilities . . . . . . . . . . 3,616 9,910 14,321 14,669

Net assets . . . . . . . . . . . . . . . . . . . . . 7,958 10,828 13,145 16,473

EQUITY

Equity attributable to owners of the

parent

Share capital . . . . . . . . . . . . . . . . . . . 35 3,736 3,736 3,736 3,736

Reserves . . . . . . . . . . . . . . . . . . . . . 36 4,222 7,092 9,409 12,737

Total equity . . . . . . . . . . . . . . . . . . . . 7,958 10,828 13,145 16,473


— I-15 —

II. NOTES TO FINANCIAL INFORMATION

1. Corporate information

Dalian Wanda Commercial Properties Co., Ltd. (the “Company”) is a limited liabilitycompany incorporated in the People’s Republic of China (the “PRC”). The Company’sregistered office is located at No. 539, Changjiang Road, Xigang District, Dalian, China.

The Company and its subsidiaries (together, the “Group”) are principally engaged inproperty development, property leasing and management and hotel operation. There were nosignificant changes in the nature of the Group’s principal activities during the RelevantPeriods.

In the opinion of the Company’s directors (the “Directors”), the holding company andultimate holding company of the Company is Dalian Wanda Group Co., Ltd. (the “Parent”), acompany established in the PRC. The ultimate controlling shareholder is Mr. WANG Jianlin.

As at the end of the Relevant Periods, the Company had direct and indirect interests inits subsidiaries, most of which are private limited liability companies, the particulars of whichare set out below:

English Name Chinese Name

Place anddate of

incorporation/registration

and business

Nominal valueof issuedordinary/

registeredcapital

Percentage ofequity

attributable tothe Company asat 30 June 2014

PrincipalactivitiesDirect Indirect

RMB’000

Fujian Zhonglv RealEstate DevelopmentCo., Ltd.***

福建中旅房地產開發有限公司

PRC25 November1992

129,820 — 95% Propertydevelopment

Shanxi Huayuan RealEstate DevelopmentCo., Ltd.

陝西華源房地產開發有限公司

PRC26 November1992

100,000 100% — Propertydevelopment

Beijing Wanda PlazaReal EstateDevelopment Co., Ltd.

北京萬達廣場房地產開發有限公司

PRC10 October1999


Dalian Pearl RealEstate DevelopmentCo., Ltd.

大連明珠房地產開發有限公司

PRC15 January2001


Nanjing Wanda RealEstate DevelopmentCo., Ltd.

南京萬達房地產開發有限公司

PRC28 August2001


Beijing JingcangHealth Property Co.,Ltd.

北京景藏健康置業有限公司

PRC12 March2002



— I-16 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Nanchang WandaReal EstateDevelopment Co., Ltd.

南昌萬達房地產開發有限公司

PRC23 April 2002


Shanghai Wandacommercial PlazaProperty Co., Ltd.

上海萬達商業廣場置業有限公司

PRC13 December2002


Ningbo WandaCommercial PlazaCo., Ltd.

寧波萬達商業廣場有限公司

PRC16 February2004


Ningbo WandaProperty Co., Ltd.

寧波萬達置業有限公司

PRC1 September2004


Xi’an WandaCommercial PlazaCo., Ltd.

西安萬達商業廣場有限公司

PRC2 September2005


Suzhou Wanda PlazaInvestment Co., Ltd.

蘇州萬達廣場投資有限公司

PRC19 January2006


Harbin WandaCommercialInvestment Co., Ltd.

哈爾濱萬達商業投資有限公司

PRC15 March2006


Chengdu Wandacommercial PlazaInvestment Co., Ltd.

成都萬達商業廣場投資有限公司

PRC20 March2006


Chongqing WandaCommercial PlazaCo., Ltd.

重慶萬達商業廣場有限公司

PRC10 May 2006


Wuxi Wandacommercial PlazaInvestment Co., Ltd.

無錫萬達商業廣場投資有限公司

PRC19 October2006


Shenyang WandaReal Estate Co., Ltd.

瀋陽萬達房地產有限公司

PRC26 October2006

1,600,000 100% — Propertydevelopment

Taiyuan Wanda PlazaCo., Ltd.

太原萬達廣場有限公司

PRC8 February2007



— I-17 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Wanda HotelInvestment andDevelopment Co., Ltd.

萬達酒店建設有限公司

PRC13 April 2007

50,000 100% — Hotelmanagementservice

Beijing Yinhe WandaProperty Co., Ltd.

北京銀河萬達置業有限公司

PRC29 May 2007

28,000 100% — Hoteloperations

Nanjing Wanda PlazaInvestment Co., Ltd.

南京萬達廣場投資有限公司

PRC16 August2007


Qingdao Wanda PlazaProperty Co., Ltd.

青島萬達廣場置業有限公司

PRC24 September2007


Jilin Diwang PropertyDevelopment Co., Ltd.

吉林省地王置業開發有限公司

PRC29 September2007


Jinan WandaCommercial PlazaProperty Co., Ltd.

濟南萬達商業廣場置業有限公司

PRC30 October2007


Shanghai WandaPlaza Property Co.,Ltd.

上海萬達廣場置業有限公司

PRC20 November2007


Huai’an Wanda PlazaInvestment Co., Ltd.

淮安萬達廣場投資有限公司

PRC28 December2007


Shanxi YinfengminleProperty Co., Ltd.

陝西銀豐民樂置業有限公司

PRC30 May 2008


Tangshan WandaPlaza Investment Co.,Ltd.

唐山萬達廣場投資有限公司

PRC12 November2008


Luoyang WandaJianye Property Co.,Ltd.

洛陽萬達建業置業有限公司

PRC19 December2008


Shijiazhuang WandaPlaza Investment Co.,Ltd.

石家莊萬達廣場投資有限公司*

PRC29 December2008

3,125,000 100% — Propertyleasing andhoteloperations

Shanghai JiadingWanda InvestmentCo., Ltd.

上海嘉定萬達投資有限公司

PRC11 February2009

50,000 100% — Propertyleasing


— I-18 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Baotou Wanda PlazaInvestment Co., Ltd.

包頭萬達廣場投資有限公司

PRC3 April 2009


Hohhot Wanda PlazaInvestment Co., Ltd.

呼和浩特萬達廣場投資有限公司

PRC7 April 2009


Yichang Wanda PlazaInvestment Co., Ltd.

宜昌萬達廣場投資有限公司

PRC10 April 2009


Tianjin HedongWanda PlazaInvestment Co., Ltd.

天津河東萬達廣場投資有限公司*

PRC16 April 2009


Wuhan Wanda PlazaInvestment Co., Ltd.

武漢萬達廣場投資有限公司

PRC28 April 2009


Dalian YifangCommercialInvestment Co., Ltd.

大連一方商業投資有限公司

PRC31 May 2009


Fuzhou Wanda PlazaInvestment Co., Ltd.

福州萬達廣場投資有限公司

PRC10 June 2009

1,100,000 100% — Propertyleasing andhoteloperations

Xiangyang WandaPlaza Investment Co.,Ltd.

襄陽萬達廣場投資有限公司

PRC10 June 2009


Hefei Wanda PlazaInvestment Co., Ltd.

合肥萬達廣場投資有限公司

PRC12 June 2009

100,000 100% — Propertyleasing andhoteloperations

Shaoxing KeqiaoWanda PlazaInvestment Co., Ltd.

紹興柯橋萬達廣場投資有限公司

PRC31 July 2009


Ningbo JiangbeiWanda PlazaInvestment Co., Ltd.

寧波江北萬達廣場投資有限公司

PRC19 August2009


Chengdu JinniuWanda PlazaInvestment Co., Ltd.

成都金牛萬達廣場投資有限公司

PRC27 August2009

2,040,000 100% — Propertyleasing

Wuhan WuchangWanda PlazaInvestment Co., Ltd.

武漢武昌萬達廣場投資有限公司

PRC11 September2009

100,000 100% — Hoteloperations


— I-19 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Zhengzhou WandaPlaza Investment Co.,Ltd.

鄭州萬達廣場投資有限公司*

PRC14 October2009


Guangzhou WandaPlaza Investment Co.,Ltd.

廣州萬達廣場投資有限公司*

PRC20 October2009


Daqing Saertu WandaPlaza Investment Co.,Ltd.

大慶薩爾圖萬達廣場投資有限公司

PRC3 November2009


Zhenjiang WandaPlaza Investment Co.,Ltd.

鎮江萬達廣場投資有限公司

PRC25 November2009


Yinchuan JinfengWanda PlazaInvestment Co., Ltd.

銀川金鳳萬達廣場投資有限公司

PRC10 December2009


Wuhan WandaDonghu Property Co.,Ltd.

武漢萬達東湖置業有限公司

PRC30 December2009


Dalian Gaoxin WandaPlaza Investment Co.,Ltd.

大連高新萬達廣場投資有限公司

PRC26 February2010

800,000 — 100% Propertydevelopment

Xiamen Huli WandaPlaza Investment Co.,Ltd.

厦門湖裏萬達廣場投資有限公司

PRC11 March2010


Wuhan Jingkai WandaPlaza Investment Co.,Ltd.

武漢經開萬達廣場投資有限公司

PRC23 March2010


Taizhou HailingWanda PlazaInvestment Co., Ltd.

泰州海陵萬達廣場投資有限公司

PRC24 March2010


Changsha KaifuWanda PlazaInvestment Co., Ltd.

長沙開福萬達廣場投資有限公司

PRC19 April 2010


Langfang WandaPlaza Investment Co.,Ltd.

廊坊萬達廣場投資有限公司

PRC11 May 2010



— I-20 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Quanzhou PuxiWanda PlazaInvestment Co., Ltd.

泉州浦西萬達廣場投資有限公司

PRC25 May 2010


Changzhou XinbeiWanda PlazaInvestment Co., Ltd.

常州新北萬達廣場投資有限公司

PRC28 May 2010


Chongqing WanzhouWanda CommercialPlaza Co., Ltd.

重慶萬州萬達商業廣場有限公司

PRC28 June 2010


Shanghai BaoshanWanda InvestmentCo., Ltd.

上海寶山萬達投資有限公司*

PRC23 July 2010


Langfang WandaXueyuan InvestmentCo., Ltd.

廊坊萬達學苑投資有限公司

PRC13 August2010


Hefei Tian’e’huWanda PlazaInvestment Co., Ltd.

合肥天鵝湖萬達廣場投資有限公司

PRC17 September2010


Nanchang HonggutanWanda PlazaInvestment Co., Ltd.

南昌紅穀灘萬達廣場投資有限公司

PRC9 October2010


Lanzhou Wanda PlazaInvestment Co., Ltd.

蘭州萬達廣場投資有限公司

PRC15 October2010


XishuangbannaInternational TourismResort DevelopmentCo., Ltd.

西雙版納國際旅游度假區開發有限公司

PRC20 October2010


Jinjiang Wanda PlazaCo., Ltd.

晋江萬達廣場有限公司

PRC26 October2010


Zhengzhou ErqiWanda Plaza Co.,Ltd.

鄭州二七萬達廣場有限公司

PRC15 November2010


Yantai Zhifu WandaPlaza Co., Ltd.

煙台芝罘萬達廣場有限公司

PRC15 November2010



— I-21 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Ningde Wanda PlazaCo., Ltd.

寧德萬達廣場有限公司

PRC23 November2010


Jiangyin Wanda PlazaInvestment Co., Ltd.

江陰萬達廣場投資有限公司

PRC26 November2010


Zhangzhou WandaPlaza Co., Ltd.

漳州萬達廣場有限公司

PRC30 November2010


Qingdao LicangWanda PlazaInvestment Co., Ltd.

青島李滄萬達廣場投資有限公司*

PRC17 December2010


Fushun Wanda PlazaCo., Ltd.

撫順萬達廣場有限公司

PRC23 December2010


Mianyang FuchengWanda Plaza Co.,Ltd.

綿陽涪城萬達廣場有限公司

PRC4 January2011


ChangchunKuancheng WandaPlaza Co., Ltd.

長春寬城萬達廣場有限公司*

PRC4 January2011


Wenzhou LongwanWanda PlazaInvestment Co., Ltd.

溫州龍灣萬達廣場投資有限公司

PRC5 January2011


Harbin Haxi WandaPlaza Co., Ltd.

哈爾濱哈西萬達廣場有限公司*

PRC19 January2011


Wuhu Wanda PlazaCo., Ltd.

蕪湖萬達廣場有限公司*

PRC21 January2011


Taicang Wanda PlazaInvestment Co., Ltd.

太倉萬達廣場投資有限公司

PRC23 February2011


Yixing Wanda PlazaCo., Ltd.

宜興萬達廣場有限公司

PRC7 March 2011



— I-22 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Guangzhou WannuoInvestmentManagement Co., Ltd.

廣州市萬諾投資管理有限公司*

PRC13 May 2011


Wuxi Huishan WandaPlaza Co., Ltd.

無錫惠山萬達廣場有限公司

PRC16 May 2011


Putian Wanda PlazaCo., Ltd.

莆田萬達廣場有限公司

PRC17 May 2011


Tianjin Wanda CenterInvestment Co., Ltd.

天津萬達中心投資有限公司

PRC19 May 2011


Fujian Hengli SavillsProperty ManagementCo., Ltd.

福州市恒力第一太平戴維斯物業管理有限公司***

PRC12 July 2011

500 — 55% Propertydevelopment

Dongguan Chang’anWanda Plaza Co.,Ltd.

東莞長安萬達廣場有限公司*

PRC25 May 2011


Xiamen Jimei WandaPlaza Co., Ltd.

厦門集美萬達廣場有限公司

PRC19 July 2011


Jining Taibailu WandaPlaza Co., Ltd.

濟寧太白路萬達廣場有限公司

PRC2 August2011


Shenyang Aoti WandaPlaza Co., Ltd.

瀋陽奧體萬達廣場有限公司*

PRC8 September2011


Yuyao Wanda PlazaInvestment Co., Ltd.

余姚萬達廣場投資有限公司

PRC29 September2011


Xuzhou Wanda PlazaCo., Ltd.

徐州萬達廣場有限公司

PRC20 October2011


Bengbu Wanda PlazaCo., Ltd.

蚌埠萬達廣場有限公司*

PRC24 October2011


Xi’an DaminggongWanda Plaza Co.,Ltd.

西安大明宮萬達廣場有限公司*

PRC30 November2011



— I-23 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Chifeng Wanda PlazaCo., Ltd.

赤峰萬達廣場有限公司*

PRC16 December2011


Shanghai SongjiangWanda PlazaInvestment Co., Ltd.

上海松江萬達廣場投資有限公司

PRC22 December2011


Nanjing JiangningWanda Plaza Co.,Ltd.

南京江寧萬達廣場有限公司*

PRC29 December2011


Dandong WandaPlaza Co., Ltd.

丹東萬達廣場有限公司*

PRC9 February2012


Weifang Wanda PlazaCo., Ltd.

濰坊萬達廣場有限公司*

PRC10 February2012


GuangzhouZengcheng WandaPlaza Co., Ltd.

廣州增城萬達廣場有限公司

PRC12 March2012


Dongguan DongchengWanda PlazaInvestment Co., Ltd.

東莞東城萬達廣場投資有限公司

PRC9 May 2012


Kunming WandaPlaza Investment Co.,Ltd.

昆明萬達廣場投資有限公司*

PRC11 May 2012


Foshan NanhaiWanda Plaza Co.,Ltd.

佛山南海萬達廣場有限公司

PRC24 May 2012


Manzhouli WandaPlaza Co., Ltd.

滿洲里萬達廣場有限公司

PRC30 May 2012


Yinchuan WandaInvestment PropertyCo., Ltd.

銀川萬達投資置業有限公司

PRC19 June 2012


Yinchuan Xixia WandaPlaza Co., Ltd.

銀川西夏萬達廣場有限公司

PRC20 June 2012


Jinhua Wanda PlazaInvestment Co., Ltd.

金華萬達廣場投資有限公司*

PRC17 August2012



— I-24 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Nanning QingxiuWanda PlazaInvestment Co., Ltd.

南寧青秀萬達廣場投資有限公司

PRC14 September2012


Ma’anshan WandaPlaza Investment Co.,Ltd.

馬鞍山萬達廣場投資有限公司*

PRC19 September2012


Changzhou WujinWanda PlazaInvestment Co., Ltd.

常州武進萬達廣場投資有限公司*

PRC21 September2012


Shanghai WandaHotel Investment Co.,Ltd.

上海萬達酒店投資有限公司

PRC9 October2012


Mianyang JingkaiWanda PlazaInvestment Co., Ltd.

綿陽經開萬達廣場投資有限公司*

PRC22 October2012


Longyan Wanda PlazaInvestment Co., Ltd.

龍岩萬達廣場投資有限公司

PRC2 November2012


Yingkou Wanda PlazaInvestment Co., Ltd.

營口萬達廣場投資有限公司

PRC3 December2012


Qiqihar Wanda PlazaInvestment Co., Ltd.

齊齊哈爾萬達廣場投資有限公司

PRC6 December2012


Fuqing Wanda PlazaCo., Ltd.

福清萬達廣場有限公司

PRC18 December2012


Jingzhou WandaPlaza Investment Co.,Ltd.

荊州萬達廣場投資有限公司*

PRC21 December2012


Jiangmen WandaPlaza Investment Co.,Ltd.

江門萬達廣場投資有限公司*

PRC22 January2013


Wenzhou PingyangWanda PlazaInvestment Co., Ltd.

溫州平陽萬達廣場投資有限公司

PRC1 March 2013


Anyang Wanda PlazaInvestment Co., Ltd.

安陽萬達廣場投資有限公司

PRC4 March 2013



— I-25 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Hangzhou GongshuWanda InvestmentCo., Ltd.

杭州拱墅萬達投資有限公司

PRC22 March2013


Shanghai JinshanWanda PlazaInvestment Co., Ltd.

上海金山萬達廣場投資有限公司

PRC2 April 2013


Harbin Wanda CityInvestment Co., Ltd.

哈爾濱萬達城投資有限公司

PRC16 April 2013


Zhengzhou JinshuiWanda InvestmentCo., Ltd.

鄭州金水萬達投資有限公司*

PRC18 April 2013


Jiamusi Wanda PlazaInvestment Co., Ltd.

佳木斯萬達廣場投資有限公司

PRC19 April 2013


Jixi Wanda PlazaInvestment Co., Ltd.

雞西萬達廣場投資有限公司

PRC24 April 2013


Guangyuan WandaPlaza Investment Co.,Ltd.

廣元萬達廣場投資有限公司*

PRC2 May 2013


Weinan Wanda PlazaInvestment Co., Ltd.

渭南萬達廣場投資有限公司

PRC29 May 2013


Dongying DalianWanda PlazaInvestment Co., Ltd.

東營大連萬達廣場投資有限公司

PRC3 June 2013


Jiaxing Wanda PlazaInvestment Co., Ltd.

嘉興萬達廣場投資有限公司

PRC3 June 2013


Nanchang Wanda CityInvestment Co., Ltd.

南昌萬達城投資有限公司

PRC9 June 2013


Tongliao Wanda PlazaInvestment Co., Ltd.

通遼萬達廣場投資有限公司

PRC17 June 2013


Xining Wanda PlazaInvestment Co., Ltd.

西寧萬達廣場投資有限公司*

PRC17 June 2013


Tai’an Wanda PlazaInvestment Co., Ltd.

泰安萬達廣場投資有限公司

PRC19 June 2013


Dezhou Wanda PlazaInvestment Co., Ltd.

德州萬達廣場投資有限公司

PRC20 June 2013



— I-26 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Neijiang Wanda PlazaInvestment Co., Ltd.

內江萬達廣場投資有限公司*

PRC1 July 2013


Huangshi WandaPlaza Investment Co.,Ltd.

黃石萬達廣場投資有限公司

PRC2 July 2013


Wuhai Wanda PlazaInvestment Co., Ltd.

烏海萬達廣場投資有限公司

PRC12 July 2013


Guangzhou LuogangWanda Plaza Co.,Ltd.

廣州蘿崗萬達廣場有限公司

PRC25 July 2013


Siping Wanda PlazaInvestment Co., Ltd.

四平萬達廣場投資有限公司

PRC6 August2013


Qingdao WandaOriental MovieMetropolis InvestmentCo., Ltd.

青島萬達東方影都投資有限公司

PRC23 August2013


ZhanjiangDevelopment ZoneWanda PlazaInvestment Co., Ltd.

湛江開發區萬達廣場投資有限公司

PRC2 September2013


Qingdao Wanda YachtIndustry InvestmentCo., Ltd.

青島萬達游艇產業投資有限公司

PRC3 September2013


Chongqing WandaPlaza Property Co.,Ltd.

重慶萬達廣場置業有限公司

PRC3 September2013


Dongguan HoujieWanda PlazaInvestment Co., Ltd.

東莞厚街萬達廣場投資有限公司

PRC5 September2013


Fuyang Wanda PlazaInvestment Co., Ltd.

阜陽萬達廣場投資有限公司*

PRC9 September2013


Liuzhou Wanda PlazaInvestment Co., Ltd.

柳州萬達廣場投資有限公司

PRC23 September2013



— I-27 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Hefei Wanda CityInvestment Co., Ltd.

合肥萬達城投資有限公司

PRC30 September2013


Zhangzhou TaiwaneseInvestment ZoneWanda PlazaInvestment Co., Ltd.

漳州台商投資區萬達廣場投資有限公司

PRC18 October2013


Suzhou WuzhongWanda PlazaInvestment Co., Ltd.

蘇州吳中萬達廣場投資有限公司

PRC27 November2013


Urumqi Wanda PlazaInvestment Co., Ltd.

烏魯木齊萬達廣場投資有限公司

PRC3 December2013


Xiangtan WandaPlaza Investment Co.,Ltd.

湘潭萬達廣場投資有限公司

PRC4 December2013


Taizhou JingkaiWanda Property Co.,Ltd.

台州經開萬達置業有限公司

PRC16 December2013


Nanning Anji WandaPlaza Investment Co.,Ltd.

南寧安吉萬達廣場投資有限公司

PRC17 December2013


Chengdu Wanda HotelInvestment Co., Ltd.

成都萬達酒店投資有限公司

PRC23 December2013


Nantong Wanda PlazaInvestment Co., Ltd.

南通萬達廣場投資有限公司

PRC23 December2013


Dalian Jingkai WandaPlaza Investment Co.,Ltd.

大連經開萬達廣場投資有限公司

PRC25 December2013


Bozhou Wanda PlazaInvestment Co., Ltd.

亳州萬達廣場投資有限公司

PRC16 December2013


Harbin Hanan WandaPlaza Investment Co.,Ltd. ****

哈爾濱哈南萬達廣場投資有限公司

PRC2 January2014



— I-28 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Jingmen Wanda PlazaInvestment Co., Ltd.****

荊門萬達廣場投資有限公司

PRC2 January2014


Wuxi Wanda CityInvestment Co., Ltd.****

無錫萬達城投資有限公司

PRC3 January2014


Guangzhou NanshaWanda Plaza Co.,Ltd. ****

廣州南沙萬達廣場有限公司

PRC22 January2014


Yiwu Wanda PlazaInvestment Co., Ltd.****

義烏萬達廣場投資有限公司

PRC23 January2014


Guilin Gaoxin WandaPlaza Co., Ltd. ****

桂林高新萬達廣場有限公司

PRC7 March 2014

1,108,484 — 100% Propertydevelopment

Shangrao WandaPlaza Investment Co.,Ltd. ****

上饒萬達廣場投資有限公司

PRC14 March2014


Jinan Gaoxin WandaPlaza Property Co.,Ltd. ****

濟南高新萬達廣場置業有限公司

PRC14 March2014


Mudanjiang WandaPlaza Investment Co.,Ltd. ****

牡丹江萬達廣場投資有限公司

PRC17 March2014


Panjin Wanda PlazaProperty Co., Ltd. ****

盤錦萬達廣場置業有限公司

PRC18 March2014


Suzhou Wanda PlazaInvestment Co., Ltd.****

宿州萬達廣場投資有限公司

PRC21 March2014


Chengdu PixianWanda PlazaInvestment Co., Ltd.****

成都郫縣萬達廣場投資有限公司

PRC31 March2014


Jiujiang Wanda PlazaInvestment Co., Ltd.****

九江萬達廣場投資有限公司

PRC1 April 2014



— I-29 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Dongguan HumenWanda PlazaInvestment Co., Ltd.****

東莞虎門萬達廣場投資有限公司

PRC15 May 2014


Hohhot Wanda PlazaProperty Co., Ltd. ****

呼和浩特萬達廣場置業有限公司

PRC15 May 2014


Quanzhou AnxiWanda PlazaInvestment Co., Ltd.****

泉州安溪萬達廣場投資有限公司

PRC16 May 2014


Ziyang Wanda PlazaInvestment Co., Ltd.****

資陽萬達廣場投資有限公司

PRC23 May 2014


Yanji Wanda PlazaInvestment Co., Ltd.****

延吉萬達廣場投資有限公司

PRC29 May 2014


Meizhou Wanda PlazaInvestment Co., Ltd.****

梅州萬達廣場投資有限公司

PRC30 May 2014


Shaoxing ShangyuWanda PlazaInvestment Co., Ltd.****

紹興上虞萬達廣場投資有限公司

PRC9 June 2014


Xuzhou Wanda PlazaProperty Co., Ltd. ****

徐州萬達廣場置業有限公司

PRC11 June 2014


Suining Wanda PlazaInvestment Co., Ltd.****

遂寧萬達廣場投資有限公司

PRC13 June 2014


Shiyan Wanda PlazaProperty Co., Ltd. ****

十堰萬達廣場置業有限公司

PRC17 June 2014


Jilin Wanda PlazaInvestment Co., Ltd.****

吉林市萬達廣場投資有限公司

PRC20 June 2014


Hefei Yaohai WandaPlaza Investment Co.,Ltd. ****

合肥瑤海萬達廣場投資有限公司

PRC25 June 2014



— I-30 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Dalian WandaProperty ManagementCo., Ltd.

大連萬達物業管理有限公司

PRC30 December1994

5,000 — 100% Propertymanagement

Dalian WandaBuilding PropertyManagement Co., Ltd.

大連萬達大厦物業管理有限公司

PRC13 May 1997


Dalian Wanda GroupChangchun PropertyManagement Co., Ltd.

大連萬達集團長春物業管理有限公司

PRC8 June 2000

600 — 100% Propertymanagement

Qingdao Wanda PlazaCommercialManagement Co., Ltd.

青島萬達廣場商業管理有限公司

PRC28 August2002


Nanjing WandaProperty ManagementCo., Ltd.

南京萬達物業管理有限公司

PRC4 April 2002


Changsha WandaPlaza CommercialProperty ManagementCo., Ltd.

長沙萬達廣場商業物業管理有限公司

PRC9 August2002


Changchun WandaPlaza CommercialProperty Service Co.,Ltd.

長春萬達廣場商業物業服務有限公司

PRC23 August2002


Nanchang WandaPlaza CommercialManagement Co., Ltd.

南昌萬達廣場商業管理有限公司

PRC30 August2002


Jinan Wanda PlazaCommercialManagement Co., Ltd.

濟南萬達廣場商業管理有限公司

PRC17 September2002


ChengduHebinyinxiangProperty ManagementCo., Ltd.

成都河濱印象物業管理有限公司

PRC13 December2002


Tianjin Wanda PlazaCommercialManagement Co., Ltd.

天津萬達廣場商業管理有限公司

PRC3 January2003



— I-31 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Nanjing Wanda PlazaXinjiekou CommercialManagement Co., Ltd.

南京萬達廣場新街口商業管理有限公司

PRC16 January2003


Shenyang WandaPlaza CommercialManagement Co., Ltd.

瀋陽萬達廣場商業管理有限公司

PRC3 April 2003


Nanchang WandaProperty ManagementCo., Ltd.

南昌萬達物業管理有限公司

PRC7 May 2003


Nanning Wanda PlazaCommercialManagement Co., Ltd.

南寧萬達廣場商業管理有限公司

PRC20 June 2003


Wuhan Wanda PlazaCommercialManagement Co., Ltd.

武漢萬達廣場商業管理有限公司

PRC25 June 2003


Beijing Wanda ShidaiProperty ManagementCo., Ltd.

北京萬達時代物業管理有限公司

PRC1 August2003


Harbin Wanda PlazaCommercialManagement Co., Ltd.

哈爾濱萬達廣場商業管理有限公司

PRC7 August2003


Dalian Wanda PlazaCommercialManagement Co., Ltd.

大連萬達廣場商業管理有限公司

PRC26 November2004


Kunming WandaProperty Service Co.,Ltd.

昆明萬達物業服務有限公司

PRC14 July 2005


Shanghai WandaPlaza CommercialManagement Co., Ltd.

上海萬達廣場商業管理有限公司

PRC29 March2006


Ningbo Wanda PlazaCommercialManagement Co., Ltd.

寧波萬達廣場商業管理有限公司

PRC19 April 2006


Chengdu WandaPlaza CommercialManagement Co., Ltd.

成都萬達廣場商業管理有限公司

PRC19 December2006



— I-32 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Beijing Wanda PlazaCommercialManagement Co., Ltd.

北京萬達廣場商業管理有限公司

PRC7 February2007


Wanda CommercialManagement Co., Ltd.

萬達商業管理有限公司

PRC8 February2007

50,000 100% — Business andhotelmanagementservice

Chongqing WandaPlaza PropertyManagement Co., Ltd.

重慶萬達廣場物業管理有限公司

PRC8 February2007


Xi’an Wanda PlazaCommercialManagement Co., Ltd.

西安萬達廣場商業管理有限公司

PRC12 February2007


Suzhou Wanda PlazaCommercialManagement Co., Ltd.

蘇州萬達廣場商業管理有限公司

PRC31 May 2007


Suzhou Wanda PlazaProperty ManagementCo., Ltd.

蘇州萬達廣場物業管理有限公司

PRC6 August2007


Beijing Wanda DahuProperty ManagementCo., Ltd.

北京萬達大湖物業管理有限公司

PRC9 August2007


Wuxi Wanda PlazaCommercialManagement Co., Ltd.

無錫萬達廣場商業管理有限公司

PRC29 September2007


Chongqing WandaPlaza CommercialManagement Co., Ltd.

重慶萬達廣場商業管理有限公司

PRC26 October2007


Dalian WandaMingzhu PropertyManagement Co., Ltd.

大連萬達明珠物業管理有限公司

PRC23 November2007


Shenyang WandaPlaza PropertyManagement Co., Ltd.

瀋陽萬達廣場物業管理有限公司

PRC26 June 2008


Huai’an Wanda PlazaCommercialManagement Co., Ltd.

淮安萬達廣場商業管理有限公司

PRC20 August2008



— I-33 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Shanghai WandaPlaza NanhuiCommercialManagement Co., Ltd.

上海萬達廣場南匯商業管理有限公司

PRC19 November2008


Luoyang Wanda PlazaCommercialManagement Co., Ltd.

洛陽萬達廣場商業管理有限公司

PRC17 March2009


Taiyuan Wanda PlazaCommercialManagement Co., Ltd.

太原萬達廣場商業管理有限公司

PRC9 April 2009


Xi’an Wanda PlazaProperty ManagementCo., Ltd.

西安萬達廣場物業管理有限公司

PRC6 May 2009


Changchun WandaPlaza PropertyService Co., Ltd.

長春萬達廣場物業服務有限公司

PRC25 May 2009


Nanjing Wanda PlazaCommercialManagement Co., Ltd.

南京萬達廣場商業管理有限公司

PRC3 June 2009


Shijiazhuang WandaPlaza CommercialManagement Co., Ltd.

石家莊萬達廣場商業管理有限公司

PRC27 July 2009


Yichang Wanda PlazaCommercialManagement Co., Ltd.

宜昌萬達廣場商業管理有限公司

PRC30 July 2009


Yichang Wanda PlazaProperty ManagementCo., Ltd.

宜昌萬達廣場物業管理有限公司

PRC30 July 2009


Xiangyang WandaPlaza CommercialManagement Co., Ltd.

襄陽萬達廣場商業管理有限公司

PRC11 August2009


Shijiazhuang WandaPlaza PropertyManagement Co., Ltd.

石家莊萬達廣場物業管理有限公司

PRC18 August2009


Hefei Wanda PlazaCommercialManagement Co., Ltd.

合肥萬達廣場商業管理有限公司

PRC11 November2009



— I-34 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Hohhot Wanda PlazaProperty Service Co.,Ltd.

呼和浩特市萬達廣場物業服務有限責任公司

PRC10 September2009


Hohhot Wanda PlazaCommercialManagement Co., Ltd.

呼和浩特萬達廣場商業管理有限公司

PRC29 September2009


Fuzhou Wanda PlazaCommercial PropertyManagement Co., Ltd.

福州萬達廣場商業物業管理有限公司

PRC15 October2009


Tangshan WandaPlaza CommercialProperty Service Co.,Ltd.

唐山萬達廣場商業物業服務有限公司

PRC19 October2009


Baotou Wanda PlazaCommercialManagement Co., Ltd.

包頭萬達廣場商業管理有限公司

PRC27 October2009


Shaoxing KeqiaoWanda PlazaCommercialManagement Co., Ltd.

紹興柯橋萬達廣場商業管理有限公司

PRC2 November2009


Hefei Wanda PlazaCommercialManagement Co., Ltd.

合肥萬達廣場商業管理有限公司

PRC11 November2009


Ningbo JiangbeiWanda PlazaCommercialManagement Co., Ltd.

寧波江北萬達廣場商業管理有限公司

PRC23 November2009


Guangzhou WandaPlaza CommercialProperty ManagementCo., Ltd.

廣州萬達廣場商業物業管理有限公司

PRC9 December2009


Shenyang TiexiWanda PlazaCommercialManagement Co., Ltd.

瀋陽鐵西萬達廣場商業管理有限公司

PRC28 December2009



— I-35 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Tianjin HedongWanda PlazaCommercialManagement Co., Ltd.

天津河東萬達廣場商業管理有限公司

PRC26 January2010


Yinchuan JinfengWanda Plaza PropertyService Co., Ltd.

銀川金鳳萬達廣場物業服務有限公司

PRC31 March2010


Zhenjiang WandaPlaza CommercialManagement Co., Ltd.

鎮江萬達廣場商業管理有限公司

PRC22 April 2010


Zhenjiang WandaPlaza PropertyManagement Co., Ltd.

鎮江萬達廣場物業管理有限公司

PRC22 April 2010


Daqing Wanda PlazaProperty ManagementCo., Ltd.

大慶萬達廣場物業管理有限公司

PRC28 April 2010


Daqing Wanda PlazaCommercialManagement Co., Ltd.

大慶萬達廣場商業管理有限公司

PRC2 June 2010


Xiamen Huli WandaPlaza CommercialManagement Co., Ltd.

厦門湖裏萬達廣場商業管理有限公司

PRC2 June 2010


Xiamen Huli WandaPlaza PropertyManagement Co., Ltd.

厦門湖裏萬達廣場物業管理有限公司

PRC2 June 2010


Yinchuan JinfengWanda PlazaCommercialManagement Co., Ltd.

銀川金鳳萬達廣場商業管理有限公司

PRC9 June 2010


Shanghai JiangqiaoWanda PlazaCommercialManagement Co., Ltd.

上海江橋萬達廣場商業管理有限公司

PRC11 August2010


Taizhou Wanda PlazaCommercialManagement Co., Ltd.

泰州萬達廣場商業管理有限公司

PRC12 August2010



— I-36 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Taizhou Wanda PlazaProperty ManagementCo., Ltd.

泰州萬達廣場物業管理有限公司

PRC12 August2010


Langfang WandaPlaza CommercialManagement Co., Ltd.

廊坊萬達廣場商業管理有限公司

PRC30 August2010


Langfang WandaPlaza PropertyManagement Co., Ltd.

廊坊萬達廣場物業管理有限公司

PRC30 August2010


Quanzhou WandaPlaza CommercialProperty ManagementCo., Ltd.

泉州萬達廣場商業物業管理有限公司

PRC16 September2010


Zhengzhou WandaPlaza CommercialManagement Co., Ltd.

鄭州萬達廣場商業管理有限公司

PRC27 September2010


Chongqing WanzhouWanda PlazaCommercialManagement Co., Ltd.

重慶市萬州區萬達廣場商業管理有限公司

PRC14 October2010


Changzhou WandaPlaza CommercialManagement Co., Ltd.

常州萬達廣場商業管理有限公司

PRC17 January2011


Shanghai BaoshanWanda PlazaCommercialManagement Co., Ltd.

上海寶山萬達廣場商業管理有限公司

PRC28 April 2011


Nanchang HonggutanWanda PlazaCommercialManagement Co., Ltd.

南昌紅穀灘萬達廣場商業管理有限公司

PRC9 June 2011


Jiangyin Wanda PlazaCommercialManagement Co., Ltd.

江陰萬達廣場商業管理有限公司

PRC20 June 2011


Jinjiang Wanda PlazaCommercial PropertyManagement Co., Ltd.

晋江萬達廣場商業物業管理有限公司

PRC27 June 2011



— I-37 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Chengdu JinniuWanda PlazaCommercialManagement Co., Ltd.

成都金牛萬達廣場商業管理有限公司

PRC28 June 2011


Ningde Wanda PlazaCommercial PropertyManagement Co., Ltd.

寧德萬達廣場商業物業管理有限公司

PRC7 July 2011


Mianyang WandaPlaza CommercialManagement Co., Ltd.

綿陽萬達廣場商業管理有限公司

PRC18 July 2011


Wenzhou WandaPlaza CommercialManagement Co., Ltd.

溫州萬達廣場商業管理有限公司

PRC22 July 2011


Wuhu Jinghu WandaPlaza CommercialManagement Co., Ltd.

蕪湖鏡湖萬達廣場商業管理有限公司

PRC25 July 2011


Zhangzhou WandaPlaza CommercialManagement Co., Ltd.

漳州萬達廣場商業管理有限公司

PRC16 August2011


Putian Wanda PlazaCommercial PropertyManagement Co., Ltd.

莆田萬達廣場商業物業管理有限公司

PRC15 September2011


Taicang Wanda PlazaCommercialManagement Co., Ltd.

太倉萬達廣場商業管理有限公司

PRC26 October2011


Xiamen Jimei WandaPlaza CommercialProperty ManagementCo., Ltd.

厦門集美萬達廣場商業物業管理有限公司

PRC9 December2011


Yixing Wanda PlazaCommercialManagement Co., Ltd.

宜興萬達廣場商業管理有限公司

PRC15 December2011


Fushun Wanda PlazaCommercialManagement Co., Ltd.

撫順萬達廣場商業管理有限公司

PRC15 December2011



— I-38 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Shenyang Aoti WandaPlaza CommercialManagement Co., Ltd.

瀋陽奧體萬達廣場商業管理有限公司

PRC19 December2011


Wuxi Huishan WandaPlaza CommercialManagement Co., Ltd.

無錫惠山萬達廣場商業管理有限公司

PRC19 December2011


Dongguan WandaPlaza CommercialManagement Co., Ltd.

東莞萬達廣場商業管理有限公司

PRC11 January2012


Guangzhou PanyuWanda PlazaCommercial PropertyManagement Co., Ltd.

廣州番禺萬達廣場商業物業管理有限公司

PRC10 April 2012


Yuyao Wanda PlazaCommercialManagement Co., Ltd.

余姚萬達廣場商業管理有限公司

PRC19 April 2012


Bengbu Wanda PlazaCommercialManagement Co., Ltd.

蚌埠萬達廣場商業管理有限公司

PRC18 May 2012


Dalian Wenlv PropertyManagement Co., Ltd.

大連文旅物業管理有限公司

PRC20 June 2012


XishuangbannaInternational TourismResort PropertyManagement Co., Ltd.

西雙版納國際度假區物業管理有限公司

PRC4 July 2012


Dandong WandaPlaza CommercialManagement Co., Ltd.

丹東萬達廣場商業管理有限公司

PRC11 July 2012


Chifeng Wanda PlazaCommercialManagement Co., Ltd.

赤峰萬達廣場商業管理有限公司

PRC7 August2012


Manzhouli WandaPlaza CommercialManagement Co., Ltd.

滿洲里萬達廣場商業管理有限公司

PRC9 August2012



— I-39 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Shanghai SongjiangWanda PlazaCommercialManagement Co., Ltd.

上海松江萬達廣場商業管理有限公司

PRC10 August2012


Nanjing JiangningWanda PlazaCommercialManagement Co., Ltd.

南京江寧萬達廣場商業管理有限公司

PRC16 August2012


Xuzhou Wanda PlazaCommercialManagement Co., Ltd.

徐州萬達廣場商業管理有限公司

PRC16 August2012


Lanzhou Wanda PlazaCommercialManagement Co., Ltd.

蘭州萬達廣場商業管理有限公司

PRC28 August2012


Kunming WandaPlaza CommercialManagement Co., Ltd.

昆明萬達廣場商業管理有限公司

PRC21 September2012


Weifang Wanda PlazaCommercialManagement Co., Ltd.

濰坊萬達廣場商業管理有限公司

PRC26 September2012


GuangzhouZengcheng WandaPlaza CommercialProperty ManagementCo., Ltd.

廣州增城萬達廣場商業物業管理有限公司

PRC28 September2012


Dongguan DongchengWanda PlazaCommercialManagement Co., Ltd.

東莞東城萬達廣場商業管理有限公司

PRC15 October2012


Foshan Wanda PlazaCommercial PropertyManagement Co., Ltd.

佛山萬達廣場商業物業管理有限公司

PRC8 November2012


Yantai Wanda PlazaCommercialManagement Co., Ltd.

煙台萬達廣場商業管理有限公司

PRC3 December2012


Jinhua Wanda PlazaCommercialManagement Co., Ltd.

金華萬達廣場商業管理有限公司

PRC7 December2012



— I-40 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Yinchuan Xixia WandaPlaza CommercialManagement Co., Ltd.

銀川西夏萬達廣場商業管理有限公司

PRC27 December2012


Changzhou WujinWanda PlazaCommercial PropertyManagement Co., Ltd.

常州武進萬達廣場商業物業管理有限公司

PRC24 January2013


Ma’anshan WandaPlaza CommercialManagement Co., Ltd.

馬鞍山萬達廣場商業管理有限公司

PRC6 February2013


Jining Wanda PlazaCommercialManagement Co., Ltd.

濟寧萬達廣場商業管理有限公司

PRC7 March 2013


Fuqing Wanda PlazaCommercialManagement Co., Ltd.

福清萬達廣場商業管理有限公司

PRC22 April 2013


Beijing TongzhouWanda PlazaCommercialManagement Co., Ltd.

北京通州萬達廣場商業管理有限公司

PRC23 April 2013


Yingkou Wanda PlazaCommercialManagement Co., Ltd.

營口萬達廣場商業管理有限公司

PRC28 April 2013


Jiangmen WandaPlaza CommercialProperty ManagementCo., Ltd.

江門萬達廣場商業物業管理有限公司

PRC13 May 2013


Longyan Wanda PlazaCommercial PropertyManagement Co., Ltd.

龍岩萬達廣場商業物業管理有限公司

PRC15 May 2013


Qiqihar Wanda PlazaCommercialManagement Co., Ltd.

齊齊哈爾萬達廣場商業管理有限公司

PRC23 May 2013


Mianyang JingkaiWanda PlazaCommercialManagement Co., Ltd.

綿陽經開萬達廣場商業管理有限公司

PRC23 May 2013



— I-41 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Jingzhou WandaPlaza CommercialManagement Co., Ltd.

荊州萬達廣場商業管理有限公司

PRC31 May 2013


Jiamusi Wanda PlazaCommercialManagement Co., Ltd.

佳木斯萬達廣場商業管理有限公司

PRC26 June 2013


Jixi Wanda PlazaCommercialManagement Co., Ltd.

雞西萬達廣場商業管理有限公司

PRC10 July 2013


Hangzhou GongshuWanda PlazaCommercialManagement Co., Ltd.

杭州拱墅萬達廣場商業管理有限公司

PRC25 July 2013


Anyang Wanda PlazaCommercialManagement Co., Ltd.

安陽萬達廣場商業管理有限公司

PRC10 September2013


Weinan Wanda PlazaCommercialManagement Co., Ltd.

渭南萬達廣場商業管理有限公司

PRC11 September2013


Xining Wanda PlazaCommercialManagement Co., Ltd.

西寧萬達廣場商業管理有限公司

PRC25 September2013


Chongqing BananWanda PlazaCommercialManagement Co., Ltd.

重慶巴南萬達廣場商業管理有限公司

PRC18 October2013


Liuzhou Wanda PlazaCommercial PropertyManagement Co., Ltd.

柳州萬達廣場商業物業管理有限公司

PRC25 October2013


Guangyuan WandaPlaza CommercialManagement Co., Ltd.

廣元萬達廣場商業管理有限公司

PRC1 November2013


Dongying WandaPlaza CommercialProperty ManagementCo., Ltd.

東營萬達廣場商業物業管理有限公司

PRC8 November2013



— I-42 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Neijiang Wanda PlazaCommercialManagement Co., Ltd.

內江萬達廣場商業管理有限公司

PRC11 November2013


Wuhai Wanda PlazaCommercialManagement Co., Ltd.

烏海萬達廣場商業管理有限公司

PRC13 November2013


Jiaxing Wanda PlazaCommercialManagement Co., Ltd.

嘉興萬達廣場商業管理有限公司

PRC22 November2013


Guangzhou LuogangWanda PlazaCommercial PropertyManagement Co., Ltd.

廣州蘿崗萬達廣場商業物業管理有限公司

PRC25 November2013


Zhanjiang WandaPlaza CommercialProperty ManagementCo., Ltd.

湛江萬達廣場商業物業管理有限公司

PRC20 December2013


Dezhou Wanda PlazaCommercialManagement Co.,Ltd.****

德州萬達廣場商業管理有限公司

PRC8 January2014


Shanghai JinshanWanda PlazaCommercialManagement Co.,Ltd.****

上海金山萬達廣場商業管理有限公司

PRC13 February2014


Tai’an Wanda PlazaCommercialManagement Co.,Ltd.****

泰安萬達廣場商業管理有限公司

PRC20 February2014


Huangshi WandaPlaza CommercialManagement Co.,Ltd.****

黃石萬達廣場商業管理有限公司

PRC11 March2014


Xiangtan WandaPlaza PropertyManagement Co.,Ltd.****

湘潭萬達廣場商業管理有限公司

PRC12 March2014



— I-43 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Fuyang Wanda PlazaCommercialManagement Co.,Ltd.****

阜陽萬達廣場商業管理有限公司

PRC9 April 2014


Urumqi Wanda PlazaProperty ManagementCo., Ltd. ****

烏魯木齊萬達廣場商業管理有限公司

PRC2 April 2014


Nantong Wanda PlazaProperty ManagementCo., Ltd. ****

南通萬達廣場商業管理有限公司

PRC3 April 2014


Suzhou WuzhongWanda PlazaCommercialManagement Co.,Ltd.****

蘇州吳中萬達廣場商業管理有限公司

PRC8 April 2014


XishuangbannaWanda Plaza PropertyManagement Co.,Ltd.****

西雙版納萬達廣場商業管理有限公司

PRC12 May 2014


Guilin Wanda PlazaProperty ManagementCo., Ltd. ****

桂林萬達廣場商業管理有限公司

PRC20 May 2014


Dongguan WandaPlaza PropertyManagement Co.,Ltd.****

東莞厚街萬達廣場商業管理有限公司

PRC21 May 2014


Wanda Commercial &Planning ResearchInstitute Co., Ltd.

萬達商業規劃研究院有限公司

PRC9 January2007

50,000 100% — Businessplanning andprojectconsulting

Chongqing WandaHotel ManagementCo., Ltd.

重慶萬達酒店管理有限公司

PRC30 March2007


Sanya Wanda HotelCo., Ltd.

三亞萬達大酒店有限公司

PRC17 July 2007

50,000 100% — Hoteloperation andcaterings


— I-44 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Beijing OulanteManagement Co., Ltd.

北京歐蘭特企業管理有限公司

PRC25 January2008

1,000 — 100% Businessadministration

Beijing OulanteCatering &Entertainment Co.,Ltd.

北京歐蘭特餐飲娛樂有限公司

PRC11 November2008

7,000 — 100% Cateringservices

Chongqing WanzhouWanda HotelManagement Co., Ltd.

重慶萬州萬達酒店管理有限公司

PRC28 June 2010


Beijing WandaOrganic AgricultureCo., Ltd.

北京萬達有機農業有限公司

PRC18 January2011

60,000 — 100% Agriculture

Beijing Wanda YachtManagement Co., Ltd.

北京萬達游艇管理有限公司

PRC10 March2011

10,000 — 100% Yacht sales

Dalian Jinshi CulturalTourism InvestmentCo., Ltd.*****

大連金石文化旅游投資有限公司

PRC8 September2011

2,000,000 80% — CulturalTourism

Wanda Hotel Designand ResearchInstitute Co., Ltd.

萬達酒店設計研究院有限公司

PRC9 November2012

50,000 100% — Decoration anddesigningmanagement

Wanda InformationTechnology Co., Ltd.

萬達信息科技有限公司

PRC4 March 2013

60,000 100% — Technologydevelopment

SunseekerInternationalLimited*****

UK17 November1960

GBP21,000 — 100% Production andsales of yacht

Quay West MarinaLtd. *****

UK10 February1977

GBP200 — 100% DormantCompany

Totesbury Ltd. ***** UK29 September1977

—** — 100% DormantCompany

Quay Boats Ltd. ***** UK23 October1979



— I-45 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Don Shead Ltd. ***** UK21 December1982

GBP2,000 — 100% DormantCompany

SunseekerInternational(Mouldings)Limited *****

UK23 December1982

GBP1,000 — 100% DormantCompany

Sunseeker CustomerServices Ltd. *****

UK5 June 1992


Fujian Zhonglv RealEstate Development(HK) Ltd.***

福建中旅房地產開發(香港）有限公司

HK25 November1992

HK$1,000 — 100% Investmentholding

Maritime WarrantiesLtd.

UK30 March1993


Dalong IndustrialGroup Ltd.***

大隆實業集團有限公司

HK14 February1995

HK$10,000,000 — 100% Investmentholding

Poole Stainless Ltd.*****

UK3 April 1995


Sunseeker ExhibitionsLtd. *****

UK6 February1997


Wanda CommercialProperties (Group)Co., Ltd. ***

Bermuda2 November2000

HK$371,268,391 — 65% Investmentholding

SunseekerInternational(Holdings) Limited*****

UK23 August2006

GBP100,000 — 92% Investmentmanagement

Amazing WiseLtd.***

BVI28 August2007

US$1,000 — 53% Investmentholding

Sunseeker USAHoldings Inc.*****

USA23 May 2011

US$5,000 — 100% production andsales of yacht

Sunseeker USA SalesCo., Inc.*****

USA1 June 2011

US$3,000 — 100% production andsales of yacht


— I-46 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Fujian Hengli AssetsManagement Co.,Ltd.***

福建恒力資產管理有限公司

PRC15 November2012

50,000 — 100% Assetmanagement

Wanda CommercialProperties (HongKong) Co., Ltd*/***

萬達商業地產(香港)有限公司*/***

HK6 February2013

—** 100% — Investmentholding

Wanda Real EstateInvestments Ltd.***

BVI26 March2013

—** — 100% Investmentholding

Wanda CommercialProperties OverseasLtd.

BVI26 March2013


Wanda CommercialGroup Americas LLC

USA2 May 2013

— — 100% Investmentholding

Wanda YachtInvestment (Jersey)Company Limited****

UK23 May 2013

—** 100% — Investmentholding

Wanda InternationalReal EstateInvestment Co., Ltd.

萬達國際地產投資有限公司

HK6 August2013


Wanda One (UK)Ltd.***

UK26 September2013

GBP10,000 — 100% Investmentholding

Wanda One NineElms (UK) Ltd.***

UK26 September2013

GBP10,000 — 100% Investmentholding

Wanda PropertiesOverseas Co., Ltd.

萬達地產海外有限公司

BVI15 October2013


Wanda PropertiesInvestment Limited

BVI29 November2013


Wanda 717 FifthAvenue LLC

USA4 December2013



— I-47 —


Place anddate of


and business


registeredcapital

Percentage ofequity



RMB’000

Wanda CommercialProperties InvestmentLimited****

萬達商業地產投資有限公司

HK23 January2014


Wanda PropertiesInternational Co.,Limited****

BVI16 January2014

—** 100% Investmentholding

Wanda MadridDevelopment, S.L.****

Spain13 February2014

EUR3,000 — 100% Investmentholding

Wanda CommercialProperties FirstInvestment Limited****

萬達商業地產第一投資有限公司

BVI19 February2014


Wanda CommercialProperties SecondInvestment Limited****

萬達商業地產第二投資有限公司

BVI19 February2014


Wanda CommercialProperties FirstInvestment (HongKong) Limited****

萬達商業地產第一投資（香港）有限公司

HK3 March 2014


Wanda CommercialProperties SecondInvestment (HongKong) Limited****

萬達商業地產第二投資（香港）有限公司

HK21 May 2014


Wanda Europe RealEstate InvestmentCo., Ltd. ****

萬達歐洲地產投資有限公司

HK26 May 2014


Wanda AmericasCommercial propertiesCo., Ltd. ****

萬達商業地產(美洲)有限公司

USA20 June 2014


* Certain of the Group’s interests in these entities have been pledged as collateral for bank borrowings (note 30).

** The share capital of these subsidiaries is presented as zero rounded to the nearest thousand.

*** The statutory financial statements of these subsidiaries of the Group for each of the three years ended 31December 2011, 2012 and 2013, or since their respective dates of establishment or acquisitions by the Group,where later than the beginning of the three years ended 31 December 2011, 2012 and 2013 prepared underHKFRS, were audited by KPMG Huazhen Certified Public Accountants (Special General Partnership). The otherremaining subsidiaries were audited by Da Hua Certified Public Accountants (Special General Partnership).

**** No statutory financial statements have been prepared for these subsidiaries as they were established by theGroup during the six months ended 30 June 2014.

***** These subsidiaries were acquired by the Group during the six months ended 30 June 2014.


— I-48 —

2 Basis of preparation and accounting policies

2.1 Basis of preparation

The Financial Information has been prepared in accordance with HKFRSs, which includeall Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”)and Interpretations issued by the Hong Kong Institute of Certified Public Accountants(“HKICPA”), and the generally accepted accounting principles in Hong Kong. All HKFRSseffective for the accounting period commencing from 1 January 2014, together with therelevant transitional provisions, have been early adopted by the Group in preparation of theFinancial Information throughout the Relevant Periods.

The Financial Information has been prepared under the historical cost convention, exceptfor investment properties and derivative financial instrument, which have been measured atfair value as explained in the accounting policies set out below. The Financial Information ispresented in Renminbi (“RMB”) and all values are rounded to the nearest million except whenotherwise indicated.

Basis of consolidation

The Financial Information includes the financial statements of the Company and itssubsidiaries for the Relevant Periods. The financial statements of the subsidiaries areprepared for the same reporting period as the Company, using consistent accounting policies.The results of subsidiaries are consolidated from the date on which the Group obtains control,and continue to be consolidated until the date that such control ceases.

Profit or loss and each component of other comprehensive income are attributed to theowners of the parent of the Group and to the non-controlling interests even if this results in thenon-controlling interests having a deficit balance. All intra-group assets and liabilities, equity,income, expenses and cash flows relating to transactions between members of the Group areeliminated in full on consolidation.

The Group reassesses whether or not it controls an investee if facts and circumstancesindicate that there are changes to one or more of the three elements of control described inthe accounting policy for subsidiaries below. A change in the ownership interest of asubsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognises (i) the assets (includinggoodwill) and liabilities of the subsidiary, (ii) the carrying amount of any non-controllinginterests and (iii) the cumulative translation differences recorded in equity; and recognises (i)the fair value of the consideration received, (ii) the fair value of any investment retained and(iii) any resulting surplus or deficit in profit or loss. The Group’s share of componentspreviously recognised in other comprehensive income is reclassified to profit or loss orretained profits, as appropriate, on the same basis as would be required if the Group haddirectly disposed of the related assets or liabilities.


— I-49 —

2.2 Issued but not yet effective Hong Kong Financial Reporting Standards

The Group has not applied the following new and revised HKFRSs, that have been issuedbut are not yet effective, in the Financial Information.

HKFRS 9 Financial Instruments4

HKFRS 9, HKFRS 7 and HKAS 39Amendments

Hedge Accounting and amendments to HKFRS 9,HKFRS 7 and HKAS 394

HKFRS 14 Regulatory Deferral Accounts2

HKFRS 15 Revenue from Contracts with Customers3

HKAS 16 and HKFRS 38Amendments

Clarification of Acceptable Methods ofDepreciation and Amortisation2

HKFRS 11 Amendments Accounting for Acquisitions of Interests in JointOperations2

HKAS 19 Amendments Amendments to HKAS 19 Employee Benefits —Defined Benefit Plans: Employee Contributions1

Annual Improvements 2010-2012Cycle

Amendments to a number of HKFRSs issued inDecember 20131

Annual Improvements 2011-2013Cycle

Amendments to a number of HKFRSs issued inDecember 20131

1 Effective for annual periods beginning on or after 1 July 2014

2 Effective for annual periods beginning on or after 1 January 2016

3 Effective for annual periods beginning on or after 1 January 2017

4 No mandatory effective date yet determined but is available for adoption

The Group is in the process of making an assessment of the impact of these new andrevised HKFRSs upon initial application. So far, the Group considers that these new andrevised HKFRSs may result in changes in accounting policies and are unlikely to have asignificant impact on the Group’s results of operations and financial position.

2.3 Summary of significant accounting policies

Subsidiaries

A subsidiary is an entity (including a structured entity), directly or indirectly, controlled bythe Company. Control is achieved when the Group is exposed, or has rights, to variable returnsfrom its involvement with the investee and has the ability to affect those returns through itspower over the investee (i.e., existing rights that give the Group the current ability to direct therelevant activities of the investee).

When the Company has, directly or indirectly, less than a majority of the voting or similarrights of an investee, the Group considers all relevant facts and circumstances in assessingwhether it has power over an investee, including:

(a) the contractual arrangement with the other vote holders of the investee;


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(b) rights arising from other contractual arrangements; and

(c) the Group’s voting rights and potential voting rights.

The results of subsidiaries are included in the Company’s statement of profit or loss to theextent of dividends received and receivable. The Company’s investments in subsidiaries thatare not classified as held for sale in accordance with HKFRS 5are stated at cost less anyimpairment losses.

Investment in associates

An associate is an entity in which the Group has a long term interest of generally not lessthan 20% of the equity voting rights and over which it is in a position to exercise significantinfluence. Significant influence is the power to participate in the financial and operating policydecisions of the investee, but is not control or joint control over those policies.

The Group’s investments in associates are stated in the consolidated statement offinancial position at the Group’s share of net assets under the equity method of accounting,less any impairment losses.

The Group’s share of the post-acquisition results and other comprehensive income ofassociates is included in the consolidated statement of profit or loss and consolidated othercomprehensive income, respectively. In addition, when there has been a change recogniseddirectly in the equity of the associate, the Group recognises its share of any changes, whenapplicable, in the consolidated statement of changes in equity. Unrealised gains and lossesresulting from transactions between the Group and its associates are eliminated to the extentof the Group’s investments in the associates, except where unrealised losses provideevidence of an impairment of the asset transferred. Goodwill arising from the acquisition ofassociates is included as part of the Group’s investments in associates.

If an investment in an associate becomes an investment in a joint venture or vice versa,the retained interest is not remeasured. Instead, the investment continues to be accounted forunder the equity method. In all other cases, upon loss of significant influence over theassociate or joint control over the joint venture, the Group measures and recognises anyretained investment at its fair value. Any difference between the carrying amount of theassociate or joint venture upon loss of significant influence or joint control and the fair valueof the retained investment and proceeds from disposal is recognised in profit or loss.

The results of associates are included in the Company’s statement of profit or loss to theextent of dividends received and receivable. The Company’s investment in associates istreated as non-current assets and is stated at cost less any impairment losses.

When an investment in an associate is classified as held for sale, it is accounted for inaccordance with HKFRS 5 Non-current Assets Held for Sale and Discontinued Operations.


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Business combinations and goodwill

Business combinations not under common control are accounted for using the acquisitionmethod. The consideration transferred is measured at the acquisition date fair value which isthe sum of the acquisition date fair values of assets transferred by the Group, liabilitiesassumed by the Group to the former owners of the acquiree and the equity interests issued bythe Group in exchange for control of the acquiree. For each business combination, the Groupelects whether to measure the non-controlling interests in the acquiree that are presentownership interests and entitle their holders to a proportionate share of net assets in the eventof liquidation at fair value or at the proportionate share of the acquiree’s identifiable net assets.All other components of non-controlling interests are measured at fair value.Acquisition-related costs are expensed as incurred.

When the Group acquires a business, it assesses the financial assets and liabilitiesassumed for appropriate classification and designation in accordance with the contractualterms, economic circumstances and pertinent conditions as at the acquisition date. Thisincludes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the previously held equity interest isremeasured at its acquisition date fair value and any resulting gain or loss is recognised inprofit or loss.

Any contingent consideration to be transferred by the acquirer is recognised at fair valueat the acquisition date. Contingent consideration classified as an asset or liability that is afinancial instrument and within the scope of HKAS 39 is measured at fair value with changesin fair value either recognised in profit or loss or as a change to other comprehensive income.If the contingent consideration is not within the scope of HKAS 39, it is measured inaccordance with the appropriate HKFRS. Contingent consideration that is classified as equityis not remeasured and subsequent settlement is accounted for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate of theconsideration transferred, the amount recognised for non-controlling shareholders and any fairvalue of the Group’s previously held equity interests in the acquiree over the identifiable netassets acquired and liabilities assumed. If the sum of this consideration and other items islower than the fair value of the net assets acquired, the difference is, after reassessment,recognised in profit or loss as a gain on bargain purchase.

After initial recognition, goodwill is measured at cost less any accumulated impairmentlosses. Goodwill is tested for impairment annually or more frequently if events or changes incircumstances indicate that the carrying value may be impaired. The Group performs itsannual impairment test of goodwill as at 31 December. For the purpose of impairment testing,goodwill acquired in a business combination is, from the acquisition date, allocated to each ofthe Group’s cash-generating units, or groups of cash-generating units, that are expected tobenefit from the synergies of the combination, irrespective of whether other assets or liabilitiesof the Group are assigned to those units or groups of units.


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Impairment is determined by assessing the recoverable amount of the cash-generatingunit (group of cash-generating units) to which the goodwill relates. Where the recoverableamount of the cash-generating unit (group of cash-generating units) is less than the carryingamount, an impairment loss is recognised. An impairment loss recognised for goodwill is notreversed in a subsequent period.

Where goodwill has been allocated to a cash-generating unit (or group of cash-generatingunits) and part of the operation within that unit is disposed of, the goodwill associated with theoperation disposed of is included in the carrying amount of the operation when determining thegain or loss on the disposal. Goodwill disposed in these circumstances is measured based onthe relative value of the disposed operation and the portion of the cash-generating unitretained.

Merger accounting for common control combination

The merger method of accounting involves incorporating the financial statement items ofthe combining entities or businesses in which the common control combination occurs as ifthey had been combined from the date when the combining entities or businesses first cameunder the control of the controlling party. The net assets of the combining entities orbusinesses are combined using the existing book values from the controlling party’sperspective. No amount is recognised in respect of goodwill or the excess of the acquirers’interest in the net fair value of acquirees’ identifiable assets, liabilities and contingent liabilitiesover the cost of investment at the time of common control combination. The consolidatedincome statements include the results of each of the combining entities or businesses from theearliest date presented or since the date when the combining entities or businesses first cameunder common control, where this is a shorter period, regardless of the date of the commoncontrol combination.

Fair value measurement

The Group measures its investment properties and derivative financial instruments at fairvalue at the end of each of Relevant Periods. Fair value is the price that would be received tosell an asset or paid to transfer a liability in an orderly transaction between market participantsat the measurement date. The fair value measurement is based on the presumption that thetransaction to sell the asset or transfer the liability takes place either in the principal marketfor the asset or liability, or in the absence of a principal market, in the most advantageousmarket for the asset or liability. The principal or the most advantageous market must beaccessible by the Group. The fair value of an asset or a liability is measured using theassumptions that market participants would use when pricing the asset or liability, assumingthat market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a marketparticipant’s ability to generate economic benefits by using the asset in its highest and bestuse or by selling it to another market participant that would use the asset in its highest and bestuse.

The Group uses valuation techniques that are appropriate in the circumstances and forwhich sufficient data are available to measure fair value, maximising the use of relevantobservable inputs and minimising the use of unobservable inputs.


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All assets and liabilities for which fair value is measured or disclosed in the FinancialInformation are categorised within the fair value hierarchy, described as follows, based on thelowest level input that is significant to the fair value measurement as a whole:

Level 1 — based on quoted prices (unadjusted) in active markets for identical assets orliabilities

Level 2 — based on valuation techniques for which the lowest level input that is significantto the fair value measurement is observable, either directly or indirectly

Level 3 — based on valuation techniques for which the lowest level input that is significantto the fair value measurement is unobservable

For assets and liabilities that are recognised in the Financial Information on a recurringbasis, the Group determines whether transfers have occurred between levels in the hierarchyby reassessing categorisation (based on the lowest level input that is significant to the fairvalue measurement as a whole) at the end of each of the Relevant Periods.

Impairment of non-financial assets

Where an indication of impairment exists, or when annual impairment testing for an assetis required (other than inventories, financial assets, investment properties, goodwill andnon-current assets), the asset’s recoverable amount is estimated. An asset’s recoverableamount is the higher of the asset’s or cash-generating unit’s value in use and its fair value lesscosts of disposal, and is determined for an individual asset, unless the asset does not generatecash inflows that are largely independent of those from other assets or groups of assets, inwhich case the recoverable amount is determined for the cash-generating unit to which theasset belongs.

An impairment loss is recognised only if the carrying amount of an asset exceeds itsrecoverable amount. In assessing value in use, the estimated future cash flows are discountedto their present value using a pre-tax discount rate that reflects current market assessmentsof the time value of money and the risks specific to the asset. An impairment loss is chargedto the statement of profit or loss in the period in which it arises in those expense categoriesconsistent with the function of the impaired asset, unless the asset is carried at a revaluedamount, in which case the impairment loss is accounted for in accordance with the relevantaccounting policy for that revalued asset.

An assessment is made at the end of each the Relevant Periods as to whether there isany indication that previously recognised impairment losses may no longer exist or may havedecreased. If such an indication exists, the recoverable amount is estimated. A previouslyrecognised impairment loss of an asset other than goodwill is reversed only if there has beena change in the estimates used to determine the recoverable amount of that asset, but not toan amount higher than the carrying amount that would have been determined (net of anydepreciation/amortisation) had no impairment loss been recognised for the asset in prioryears. A reversal of such an impairment loss is credited to the statement of profit or loss in theperiod in which it arises, unless the asset is carried at a revalued amount, in which case thereversal of the impairment loss is accounted for in accordance with the relevant accountingpolicy for that revalued asset.


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Related parties

A party is considered to be related to the Group if:

(a) the party is a person or a close member of that person’s family and that person

(i) has control or joint control over the Group;

(ii) has significant influence over the Group; or

(iii) is a member of the key management personnel of the Group or of a parent ofthe Group;

or

(b) the party is an entity where any of the following conditions applies:

(i) the entity and the Group are members of the same group;

(ii) one entity is an associate or joint venture of the other entity (or of a parent,subsidiary or fellow subsidiary of the other entity);

(iii) the entity and the Group are joint ventures of the same third party;

(iv) one entity is a joint venture of a third entity and the other entity is an associateof the third entity;

(v) the entity is a post-employment benefit plan for the benefit of employees ofeither the Group or an entity related to the Group;

(vi) the entity is controlled or jointly controlled by a person identified in (a); and

(vii) a person identified in (a)(i) has significant influence over the entity or is amember of the key management personnel of the entity (or of a parent of theentity).

Property, plant and equipment and depreciation

Property, plant and equipment, other than construction in progress, are stated at cost lessaccumulated depreciation and any impairment losses. The cost of an item of property, plantand equipment comprises its purchase price and any directly attributable costs of bringing theasset to its working condition and location for its intended use.


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Expenditure incurred after items of property, plant and equipment have been put intooperation, such as repairs and maintenance, is normally charged to the statement of profit orloss in the period in which it is incurred. In situations where the recognition criteria aresatisfied, the expenditure for a major inspection is capitalised in the carrying amount of theasset as a replacement. Where significant parts of property, plant and equipment are requiredto be replaced at intervals, the Group recognises such parts as individual assets with specificuseful lives and depreciates them accordingly.

Depreciation is calculated on the straight-line basis to write off the cost of each item ofproperty, plant and equipment to its residual value over its estimated useful life. The estimatedresidual values and useful lives for this purpose are as follows:

Useful lives Residual values

Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35-40 years 5%

Plant and machinery. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 years 5%

Motor vehicles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 years 5%

Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 years 5%

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 years 5%

Where parts of an item of property, plant and equipment have different useful lives, thecost of that item is allocated on a reasonable basis among the parts and each part isdepreciated separately.

Residual value, useful lives and the depreciation method are reviewed, and adjusted ifappropriate, at least at each financial year end.

An item of property, plant and equipment including any significant part initially recognisedis derecognised upon disposal or when no future economic benefits are expected from its useor disposal. Any gain or loss on disposal or retirement recognised in the statement of profit orloss in the year the asset is derecognised is the difference between the net sales proceeds andthe carrying amount of the relevant asset.

Construction in progress represents construction works in progress and is stated at costless any impairment losses, and is not depreciated. Cost mainly comprises the direct costs ofconstruction during the period of construction. Construction in progress is reclassified to theappropriate category of property, plant and equipment when completed and ready for use.

Other intangible assets (other than goodwill)

Other intangible assets acquired separately are measured on initial recognition at cost.The cost of other intangible assets acquired in a business combination is the fair value as atthe date of acquisition. The useful lives of other intangible assets are assessed to be eitherfinite or indefinite. Other intangible assets with finite lives are subsequently amortised over theuseful economic life and assessed for impairment whenever there is an indication that theother intangible asset may be impaired. The amortisation period and the amortisation methodfor the other intangible asset with a finite useful life are reviewed at least at each financial yearend. Other intangible assets acquired in a business combination comprise brand, designs,orders and business relationship and their useful economic lives are 1 to 25 years.


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Investment properties

Investment properties are interests in land and buildings (including the leasehold interestunder an operating lease for a property which would otherwise meet the definition of aninvestment property) held to earn rental income and/or for capital appreciation, rather than foruse in the production or supply of goods or services or for administrative purposes; or for salein the ordinary course of business. Investment properties comprise completed investmentproperties and investment properties under construction. Such properties are measuredinitially at cost, including transaction costs. Subsequent to initial recognition, investmentproperties are stated at fair value, which reflects market conditions at the end of the reportingperiod.

Gains or losses arising from changes in the fair values of investment properties areincluded in the statement of profit or loss in the year in which they arise. Any gains or losseson the retirement or disposal of an investment property are recognised in the statement ofprofit or loss in the year of the retirement or disposal.

For a transfer from investment properties to owner-occupied properties or inventories, thedeemed cost of a property for subsequent accounting is its fair value at the date of change inuse. If a property occupied by the Group as an owner-occupied property becomes aninvestment property, the Group accounts for such property in accordance with the policy statedunder “Property, plant and equipment and depreciation” up to the date of change in use, andany difference at that date between the carrying amount and the fair value of the property isaccounted for as a revaluation reserve. For a transfer from inventories to investmentproperties, any difference between the fair value of the property at that date and its previouscarrying amount is recognised in the statement of profit or loss.

Leases

Leases that transfer substantially all the rewards and risks of ownership of assets to theGroup, other than legal title, are accounted for as finance leases. At the inception of a financelease, the cost of the leased asset is capitalised at the present value of the minimum leasepayments and recorded together with the obligation, excluding the interest element, to reflectthe purchase and financing. Assets held under capitalised finance leases, including prepaidland lease payments under finance leases, are included in property, plant and equipment, anddepreciated over the shorter of the lease terms and the estimated useful lives of the assets.The finance costs of such leases are charged to the statement of profit or loss so as to providea constant periodic rate of charge over the lease terms.

Leases where substantially all the rewards and risks of ownership of assets remain withthe lessor are accounted for as operating leases. Where the Group is the lessor, assets leasedby the Group under operating leases are included in non-current assets, and rentals receivableunder the operating leases are credited to the statement of profit or loss on the straight-linebasis over the lease terms. Where the Group is the lessee, rentals payable under the operatingleases net of any incentives received from the lessor are charged to the statement of profit orloss on the straight-line basis over the lease terms.

Prepaid land lease payments under operating leases are initially stated at cost andsubsequently recognised on the straight-line basis over the lease terms.


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Investments and other financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as financial assets at fair valuethrough profit or loss, loans and receivables, and available-for-sale financial investments, asappropriate. When financial assets are recognised initially, they are measured at fair valueplus transaction costs that are attributed to the acquisition of the financial assets, except in thecase of financial assets recorded at fair value through profit or loss.

All regular way purchases and sales of financial assets are recognised on the trade date,that is, the date that the Group commits to purchase or sell the asset. Regular way purchasesor sales are purchases or sales of financial assets that require delivery of assets within theperiod generally established by regulation or convention in the marketplace.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification asfollows:

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for tradingand financial assets designated upon initial recognition as at fair value through profit or loss.Financial assets are classified as held for trading if they are acquired for the purpose of salein the near term. Derivatives, including separated embedded derivatives, are also classified asheld for trading unless they are designated as effective hedging instruments as defined byHKAS 39.

Financial assets at fair value through profit or loss are carried in the statement of financialposition at fair value with positive net changes in fair value presented as other income andgains and negative net changes in fair value presented as finance costs in the statement ofprofit or loss. These net fair value changes do not include any dividends or interest earned onthese financial assets, which are recognised in accordance with the policies set out for“Revenue recognition” below.

Financial assets designated upon initial recognition as at fair value through profit or lossare designated at the date of initial recognition and only if the criteria in HKAS 39 are satisfied.

Derivatives embedded in host contracts are accounted for as separate derivatives andrecorded at fair value if their economic characteristics and risks are not closely related to thoseof the host contracts and the host contracts are not held for trading or designated as at fairvalue through profit or loss. These embedded derivatives are measured at fair value withchanges in fair value recognised in the statement of profit or loss. Reassessment only occursif there is either a change in the terms of the contract that significantly modifies the cash flowsthat would otherwise be required or a reclassification of a financial asset out of the fair valuethrough profit or loss category.


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Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinablepayments that are not quoted in an active market. After initial measurement, such assets aresubsequently measured at amortised cost using the effective interest rate method less anyallowance for impairment. Amortised cost is calculated by taking into account any discount orpremium on acquisition and includes fees or costs that are an integral part of the effectiveinterest rate. The effective interest rate amortisation is included in other income and gains inthe statement of profit or loss. The loss arising from impairment is recognised in the statementof profit or loss in finance costs for loans and in other expenses for receivables.

Available-for-sale financial investments

Available-for-sale financial investments are non-derivative financial assets in listed andunlisted equity investments and debt securities. Equity investments classified as available forsale are those which are neither classified as held for trading nor designated as at fair valuethrough profit or loss. Debt securities in this category are those which are intended to be heldfor an indefinite period of time and which may be sold in response to needs for liquidity or inresponse to changes in market conditions.

After initial recognition, available-for-sale financial investments are subsequentlymeasured at fair value, with unrealised gains or losses recognised as other comprehensiveincome in the available-for-sale investment revaluation reserve until the investment isderecognised, at which time the cumulative gain or loss is recognised in the statement of profitor loss in other income, or until the investment is determined to be impaired, when thecumulative gain or loss is reclassified from the available-for-sale investment revaluationreserve to the statement of profit or loss in other expenses or other income and gains. Interestand dividends earned whilst holding the available-for-sale financial investments are reportedas interest income and dividend income, respectively, and are recognised in the statement ofprofit or loss as other income in accordance with the policies set out for “Revenue recognition”below.

When the fair value of unlisted equity investments cannot be reliably measured because(a) the variability in the range of reasonable fair value estimates is significant for thatinvestment or (b) the probabilities of the various estimates within the range cannot bereasonably assessed and used in estimating fair value, such investments are stated at costless any impairment losses.

The Group evaluates whether the ability and intention to sell its available-for-salefinancial assets in the near term are still appropriate. When, in rare circumstances, the Groupis unable to trade these financial assets due to inactive markets, the Group may elect toreclassify these financial assets if management has the ability and intention to hold the assetsfor the foreseeable future or until maturity.

For a financial asset reclassified from the available-for-sale category, the fair valuecarrying amount at the date of reclassification becomes its new amortised cost and anyprevious gain or loss on that asset that has been recognised in equity is amortised to profit orloss over the remaining life of the investment using the effective interest rate. Any difference


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between the new amortised cost and the maturity amount is also amortised over the remaininglife of the asset using the effective interest rate. If the asset is subsequently determined to beimpaired, then the amount recorded in equity is reclassified to the statement of profit or loss.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group ofsimilar financial assets) is primarily derecognised (i.e., removed from the Group’s consolidatedstatement of financial position) when:

• the rights to receive cash flows from the asset have expired; or

• the Group has transferred its rights to receive cash flows from the asset, or hasassumed an obligation to pay the received cash flows in full without material delayto a third party under a “pass-through” arrangement; and either (a) the Group hastransferred substantially all the risks and rewards of the asset, or (b) the Group hasneither transferred nor retained substantially all the risks and rewards of the asset,but has transferred control of the assets.

When the Group has transferred its rights to receive cash flows from an asset or hasentered into a pass-through arrangement, it evaluates if and to what extent it has retained therisk and rewards of ownership of the asset. When it has neither transferred nor retainedsubstantially all the risks and rewards of the asset nor transferred control of the asset, theGroup continues to recognise the transferred asset to the extent of the Group’s continuinginvolvement. In that case, the Group also recognises an associated liability. The transferredasset and the associated liability are measured on a basis that reflects the rights andobligations that the Group has retained.

Impairment of financial assets

The Group assesses at the end of each of the Relevant Periods whether there is anyobjective evidence that a financial asset or a group of financial assets is impaired. Animpairment exists if one or more events that occurred after the initial recognition of the assethave an impact on the estimated future cash flows of the financial asset or the group offinancial assets that can be reliably estimated. Evidence of impairment may include indicationsthat a debtor or a group of debtors is experiencing significant financial difficulty, default ordelinquency in interest or principal payments, the probability that they will enter bankruptcy orother financial reorganisation and observable data indicating that there is a measurabledecrease in the estimated future cash flows, such as changes in arrears or economicconditions that correlate with defaults.

Financial assets carried at amortised cost

For financial assets carried at amortised cost, the Group first assesses whetherimpairment exists individually for financial assets that are individually significant, orcollectively for financial assets that are not individually significant. If the Group determinesthat no objective evidence of impairment exists for an individually assessed financial asset,


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whether significant or not, it includes the asset in a group of financial assets with similar creditrisk characteristics and collectively assesses them for impairment. Assets that are individuallyassessed for impairment and for which an impairment loss is, or continues to be, recognisedare not included in a collective assessment of impairment.

The amount of any impairment loss identified is measured as the difference between theasset’s carrying amount and the present value of estimated future cash flows (excluding futurecredit losses that have not been incurred). The present value of the estimated future cashflows is discounted at the financial asset’s original effective interest rate (i.e., the effectiveinterest rate computed at initial recognition).

The carrying amount of the asset is reduced through the use of an allowance account andthe loss is recognised in the statement of profit or loss. Interest income continues to beaccrued on the reduced carrying amount and is accrued using the rate of interest used todiscount the future cash flows for the purpose of measuring the impairment loss. Loans andreceivables together with any associated allowance are written off when there is no realisticprospect of future recovery and all collateral has been realised or has been transferred to theGroup

If, in a subsequent period, the amount of the estimated impairment loss increases ordecreases because of an event occurring after the impairment was recognised, the previouslyrecognised impairment loss is increased or reduced by adjusting the allowance account. If afuture write-off is later recovered, the recovery is credited to other expenses in the statementof profit or loss.

Assets carried at cost

If there is objective evidence that an impairment loss has been incurred on an unquotedequity instrument that is not carried at fair value because its fair value cannot be reliablymeasured, or on a derivative asset that is linked to and must be settled by delivery of such anunquoted equity instrument, the amount of the loss is measured as the difference between theasset’s carrying amount and the present value of estimated future cash flows discounted at thecurrent market rate of return for a similar financial asset. Impairment losses on these assetsare not reversed.

Available-for-sale financial investments

For available-for-sale financial investments, the Group assesses at the end of each of theRelevant Periods whether there is objective evidence that an investment or a group ofinvestments is impaired.

If an available-for-sale asset is impaired, an amount comprising the difference betweenits cost (net of any principal payment and amortisation) and its current fair value, less anyimpairment loss previously recognised in the statement of profit or loss, is removed from othercomprehensive income and recognised in the statement of profit or loss.


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In the case of equity investments classified as available for sale, objective evidencewould include a significant or prolonged decline in the fair value of an investment below itscost. “Significant” is evaluated against the original cost of the investment and “prolonged”against the period in which the fair value has been below its original cost. Where there isevidence of impairment, the cumulative loss — measured as the difference between theacquisition cost and the current fair value, less any impairment loss on that investmentpreviously recognised in the statement of profit or loss — is removed from othercomprehensive income and recognised in the statement of profit or loss. Impairment losses onequity instruments classified as available for sale are not reversed through the statement ofprofit or loss. Increases in their fair value after impairment are recognised directly in othercomprehensive income.

In the case of debt instruments classified as available for sale, impairment is assessedbased on the same criteria as financial assets carried at amortised cost. However, the amountrecorded for impairment is the cumulative loss measured as the difference between theamortised cost and the current fair value, less any impairment loss on that investmentpreviously recognised in the statement of profit or loss. Future interest income continues to beaccrued based on the reduced carrying amount of the asset and is accrued using the rate ofinterest used to discount the future cash flows for the purpose of measuring the impairmentloss. The interest income is recorded as part of finance income. Impairment losses on debtinstruments are reversed through the statement of profit or loss if the subsequent increase infair value of the instruments can be objectively related to an event occurring after theimpairment loss was recognised in the statement of profit or loss.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair valuethrough profit or loss, loans and borrowings, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans andborrowings, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables and interest-bearingbank and other borrowings.

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification asfollows:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held fortrading and financial liabilities designated upon initial recognition as at fair value through profitor loss.


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Financial liabilities are classified as held for trading if they are acquired for the purposeof repurchasing in the near term. This category includes derivative financial instrumentsentered into by the Group that are not designated as hedging instruments in hedgerelationships as defined by HKAS 39. Separated embedded derivatives are also classified asheld for trading unless they are designated as effective hedging instruments. Gains or losseson liabilities held for trading are recognised in the statement of profit or loss. The net fair valuegain or loss recognised in the statement of profit or loss does not include any interest chargedon these financial liabilities.

Financial liabilities designated upon initial recognition at fair value through profit or lossare designated at the date of initial recognition and only if the criteria of HKAS 39 are satisfied.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequentlymeasured at amortised cost, using the effective interest rate method unless the effect ofdiscounting would be immaterial, in which case they are stated at cost. Gains and losses arerecognised in the statement of profit or loss when the liabilities are derecognised as well asthrough the effective interest rate amortisation process.

Amortised cost is calculated by taking into account any discount or premium onacquisition and fees or costs that are an integral part of the effective interest rate. The effectiveinterest rate amortisation is included in finance costs in the statement of profit or loss.

Convertible bonds

The component of convertible bonds that exhibits characteristics of a liability isrecognised as a liability in the statement of financial position, net of transaction costs. Onissuance of convertible bonds, the fair value of the liability component is determined using amarket rate for an equivalent non-convertible bond; and this amount is carried as a long termliability on the amortised cost basis until extinguished on conversion or redemption. Theremainder of the proceeds is allocated to the conversion option that is recognised and includedin shareholders’ equity, net of transaction costs. The carrying amount of the conversion optionis not remeasured in subsequent years. Transaction costs are apportioned between the liabilityand equity components of the convertible bonds based on the allocation of proceeds to theliability and equity components when the instruments are first recognised.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged orcancelled, or expires.

When an existing financial liability is replaced by another from the same lender onsubstantially different terms, or the terms of an existing liability are substantially modified,such an exchange or modification is treated as a derecognition of the original liability and arecognition of a new liability, and the difference between the respective carrying amounts isrecognised in the statement of profit or loss.


— I-63 —

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in thestatement of financial position if, there is a currently enforceable legal right to offset therecognised amounts and there is an intention to settle on a net basis, or to realise the assetsand settle the liabilities simultaneously.

Inventories

Inventories other than properties under development and completed properties held forsale are stated at the lower of cost and net realisable value. Cost is determined on theweighted average basis and, in the case of work in progress and finished goods, comprisesdirect materials, direct labour and an appropriate proportion of overheads. Net realisable valueis based on estimated selling prices less any estimated costs to be incurred to completion anddisposal.

Properties under development

Properties under development are stated at the lower of cost and net realisable value.Cost comprises land costs, construction costs, borrowing costs, professional fees and othercosts directly attributable to such properties incurred during the development period. The netrealisable value of properties under development is determined by establishing the marketvalues of the properties on an “as-if” completed basis with appropriate deduction onconstruction costs, professional fees and interests to be incurred from the valuation date tocompletion as well as a reasonable profit margin.

Properties under development are classified as current assets unless the constructionperiod of the relevant property development project is expected to complete beyond the normaloperating cycle. On completion, the properties are transferred to completed properties held forsale.

Completed properties held for sale

Completed properties held for sale are stated at the lower of cost and net realisable value.Cost is determined by an apportionment of the total land and building costs attributable tounsold properties. The net realisable value is determined by reference to the sales proceedsof properties sold in the ordinary course of business, less applicable variable selling expenses,or by management’s estimates based on the prevailing market conditions, on an individualproperty basis.

Cash and cash equivalents

For the purpose of the consolidated statement of cash flows, cash and cash equivalentscomprise cash on hand and demand deposits, and short term highly liquid investments that are


— I-64 —

readily convertible into known amounts of cash, are subject to an insignificant risk of changesin value, and have a short maturity of generally within three months when acquired, less bankoverdrafts which are repayable on demand and form an integral part of the Group’s cashmanagement.

For the purpose of the statement of financial position, cash and cash equivalentscomprise cash on hand and at banks, including term deposits, and assets similar in nature tocash, which are not restricted as to use.

Provisions

A provision is recognised when a present obligation (legal or constructive) has arisen asa result of a past event and it is probable that a future outflow of resources will be required tosettle the obligation, provided that a reliable estimate can be made of the amount of theobligation.

When the effect of discounting is material, the amount recognised for a provision is thepresent value at the end of each of the Relevant Periods of the future expenditures expectedto be required to settle the obligation. The increase in the discounted present value amountarising from the passage of time is included in finance costs in the statement of profit or loss.

A contingent liability recognised in a business combination is initially measured at its fairvalue. Subsequently, it is measured at the higher of (i) the amount that would be recognisedin accordance with the general guidance for provisions above; and (ii) the amount initiallyrecognised less, when appropriate, cumulative amortisation recognised in accordance with theguidance for revenue recognition.

Other employee benefits

Pension scheme

The employees of the Group in Mainland China are required to participate in a centralpension scheme operated by the local municipal government. The Group is required tocontribute certain percentage of its payroll costs to the central pension scheme. Thecontributions are charged to the statement of profit or loss as they become payable inaccordance with the rules of the central pension scheme.

Income tax

Income tax comprises current tax and deferred tax. Income tax relating to itemsrecognised outside profit or loss is recognised outside profit or loss, either in othercomprehensive income or directly in equity.

Current tax assets and liabilities for the current and prior periods are measured at theamount expected to be recovered from or paid to the taxation authorities, based on tax rates(and tax laws) that have been enacted or substantively enacted by the end of each of theRelevant Periods, taking into consideration interpretations and practices prevailing in thecountries in which the Group operates.


— I-65 —

Deferred tax is provided, using the liability method, on all temporary differences at theend of each of the Relevant Periods between the tax bases of assets and liabilities and theircarrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

• when the deferred tax liability arises from the initial recognition of goodwill or anasset or liability in a transaction that is not a business combination and, at the timeof the transaction, affects neither the accounting profit nor taxable profit or loss; and

• in respect of taxable temporary differences associated with investments insubsidiaries, associates and joint ventures, when the timing of the reversal of thetemporary differences can be controlled and it is probable that the temporarydifferences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognisedto the extent that it is probable that taxable profit will be available against which the deductibletemporary differences, the carry forward of unused tax credits and unused tax losses can beutilised, except:

• when the deferred tax asset relating to the deductible temporary differences arisesfrom the initial recognition of an asset or liability in a transaction that is not abusiness combination and, at the time of the transaction, affects neither theaccounting profit nor taxable profit or loss; and

• in respect of deductible temporary differences associated with investments insubsidiaries, associates and joint ventures, deferred tax assets are only recognisedto the extent that it is probable that the temporary differences will reverse in theforeseeable future and taxable profit will be available against which the temporarydifferences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each of the RelevantPeriods and reduced to the extent that it is no longer probable that sufficient taxable profit willbe available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferredtax assets are reassessed at the end of each of the Relevant Periods and are recognised tothe extent that it has become probable that sufficient taxable profit will be available to allowall or part of the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to applyto the period when the asset is realised or the liability is settled, based on tax rates (and taxlaws) that have been enacted or substantively enacted by the end each of the RelevantPeriods.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable rightexists to set off current tax assets against current tax liabilities and the deferred taxes relateto the same taxable entity and the same taxation authority.


— I-66 —

Government grants

Government grants are recognised at their fair value where there is reasonableassurance that the grant will be received and all attaching conditions will be complied with.When the grant relates to an expense item, it is recognised as income on a systematic basisover the periods that the costs, which it is intended to compensate, are expensed.

Where the grant relates to an asset, the fair value is credited to a deferred incomeaccount and is released to the statement of profit or loss over the expected useful life of therelevant asset by equal annual instalments or deducted from the carrying amount of the assetand released to the statement of profit or loss by way of a reduced depreciation charge.

Revenue recognition

Revenue from the sale of properties in the ordinary course of business is recognisedwhen all the following criteria are met:

(a) the significant risks and rewards of ownership of the properties have beentransferred to the buyers;

(b) neither continuing managerial involvement to the degree usually associated withownership, nor effective control over the properties is retained;

(c) the amount of revenue can be measured reliably;

(d) it is probable that the economic benefits associated with the transaction will flow tothe Group; and

(e) the cost incurred or to be incurred in respect of the transaction can be measuredreliably.

The above criteria are met when construction of the relevant properties has beencompleted and the Group has obtained the project completion report issued by the relevantgovernment authorities, the properties have been delivered to the buyers, and the collectabilityof related receivables is reasonably assured. Payments received on properties sold prior to thedate of revenue recognition are included in the consolidated statement of financial positionunder current liabilities.

Rental income derived from the lease of the Group’s properties is recognised on a timeproportion basis over the lease terms.

Property management fee income derived from the provision of property maintenanceand management services is recognised when the relevant services are rendered.

Hotel operating income including room rental and service fee from provision of otherancillary services is recognised when the services are rendered.


— I-67 —

Interest income is recognised on an accrual basis using the effective interest method byapplying the rate that exactly discounts the estimated future cash receipts over the expectedlife of the financial instrument or a shorter period, when appropriate, to the net carrying amountof the financial asset.

Dividend income is recognised when the shareholders’ right to receive payment has beenestablished.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production ofqualifying assets, i.e., assets that necessarily take a substantial period of time to get ready fortheir intended use or sale, are capitalised as part of the cost of those assets. The capitalisationof such borrowing costs ceases when the assets are substantially ready for their intended useor sale. Investment income earned on the temporary investment of specific borrowingspending their expenditure on qualifying assets is deducted from the borrowing costscapitalised. All other borrowing costs are expensed in the period in which they are incurred.Borrowing costs consist of interest and other costs that an entity incurs in connection with theborrowing of funds.

Foreign currencies

The Financial Information is presented in RMB, which is the Company’s functional andpresentation currency. Each entity in the Group determines its own functional currency anditems included in the financial statements of each entity are measured using that functionalcurrency. Foreign currency transactions recorded by the entities in the Group are initiallyrecorded using their respective functional currency rates prevailing at the dates of thetransactions. Monetary assets and liabilities denominated in foreign currencies are translatedat the functional currency rates of exchange ruling at the end of each of the Relevant Periods.Differences arising on settlement or translation of monetary items are recognised in thestatement of profit or loss.

Differences arising on settlement or translation of monetary items are recognised in thestatement of profit or loss with the exception of monetary items that are designated as part ofthe hedge of the Group’s net investment of a foreign operation. These are recognised in othercomprehensive income until the net investment is disposed of, at which time the cumulativeamount is reclassified to the statement of profit or loss. Tax charges and credits attributableto exchange differences on those monetary items are also recorded in other comprehensiveincome.

Non-monetary items that are measured in terms of historical cost in a foreign currency aretranslated using the exchange rates at the dates of the initial transactions. Non-monetaryitems measured at fair value in a foreign currency are translated using the exchange rates atthe date when the fair value was measured. The gain or loss arising on translation of anon-monetary item measured at fair value is treated in line with the recognition of the gain orloss on change in fair value of the item (i.e., translation difference on the item whose fair valuegain or loss is recognised in other comprehensive income or profit or loss is also recognisedin other comprehensive income or profit or loss, respectively).


— I-68 —

The functional currencies of certain overseas subsidiaries are currencies other than theRMB. As at the end of each of the Relevant Periods, the assets and liabilities of these entitiesare translated into the presentation currency of the Company at the exchange rates prevailingat the end of each of the Relevant Periods and their statements of profit or loss are translatedinto RMB at the weighted average exchange rates for each of the Relevant Periods.

The resulting exchange differences are recognised in other comprehensive income andaccumulated in the exchange fluctuation reserve. On disposal of a foreign operation, thecomponent of other comprehensive income relating to that particular foreign operation isrecognised in the statement of profit or loss.

Any goodwill arising on the acquisition of a foreign operation and any fair valueadjustments to the carrying amounts of assets and liabilities arising on acquisition are treatedas assets and liabilities of the foreign operation and translated at the closing rate.

For the purpose of the consolidated statement of cash flows, the cash flows of certainoverseas subsidiaries are translated into RMB at the exchange rates ruling at the dates of thecash flows. Frequently recurring cash flows of certain overseas subsidiaries which arisethroughout the year are translated into RMB at the weighted average exchange rates for eachof the Relevant Periods.

Dividends

Dividends proposed by the directors are classified as a separate allocation of retainedprofits within the equity section of the statement of financial position, until they have beenapproved by the shareholders in a general meeting. When these dividends have beenapproved by the shareholders and declared, they are recognised as a liability.

3. Significant accounting judgements and estimates

The preparation of the Financial Information requires management to make judgements,estimates and assumptions that affect the reported amounts of revenues, expenses, assetsand liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities.Uncertainty about these assumptions and estimates could result in outcomes that couldrequire a material adjustment to the carrying amounts of the assets or liabilities affected in thefuture.

Judgements

In the process of applying the Group’s accounting policies, management has made thefollowing judgements, apart from those involving estimations, which have the most significanteffect on the amounts recognised in the Financial Information:

(i) Operating lease commitments — the Group as lessor

The Group has entered into commercial property leases on its investment propertyportfolio. The Group has determined, based on an evaluation of the terms and conditions of thearrangements, that it retains all the significant risks and rewards of ownership of theseproperties which are leased out on operating leases.


— I-69 —

(ii) Classification between investment properties and owner-occupied properties

The Group determines whether a property qualifies as an investment property, and hasdeveloped criteria in making that judgement. Investment property is a property held to earnrentals or for capital appreciation or both. Therefore, the Group considers whether a propertygenerates cash flows largely independently of the other assets held by the Group. Someproperties comprise a portion that is held to earn rentals or for capital appreciation and anotherportion that is held for use in the production or supply of goods or services or for administrativepurposes. If these portions could be sold separately, the Group accounts for the portionsseparately. If the portions could not be sold separately, the property is an investment propertyonly if an insignificant portion is held for use in the production or supply of goods or servicesor for administrative purposes. Judgement is made on an individual property basis todetermine whether ancillary services are so significant that a property does not qualify as aninvestment property.

(iii) Classification between investment properties and properties held for sale

The Group develops properties held for sale and properties held to earn rentals and/or forcapital appreciation. Judgement is made by the management on determining whether aproperty is classified as a property held for sale or an investment property. The Groupconsiders its intention for holding the properties at the early development stage of the relatedproperties. During the course of construction, the properties are accounted for as propertiesunder development included in current assets if the properties are intended for sale aftercompletion of construction, whereas, the properties are accounted for as investmentproperties under construction or development included in non-current assets if the propertiesare intended to be held to earn rentals and/or for capital appreciation.

(iv) Determination of assets related government grants

The Group receives government grants for its project development or as financialassistance for its operation. Judgement is made by the management on determining whetherthe government grants are relating to assets or income. The Group considers the primarycondition for the receipt of the government grants. If the primary condition of the governmentgrants is that the Group purchase, construct or otherwise acquire long-term assets, the grantsacquired are accounted for as government grants related to assets, whereas, governmentgrants acquired are related to income.

Estimation uncertainty

The key assumptions concerning the future and other key sources of estimationuncertainty at the end of each of the Relevant Periods, that have a significant risk of causinga material adjustment to the carrying amounts of assets and liabilities within the next financialyear, are described below:

(i) Fair value of investment properties

The investment properties of the Group are measured at fair value. The fair value forcompleted investment properties was arrived at by considering the capitalised income to bederived from the existing tenancies and the reversionary potential of the properties or, whereappropriate, by reference to market evidence of transaction prices for the similar properties in


— I-70 —

the surrounding areas. The fair values of investment properties under development aredetermined by establishing the market values of the properties on an “as-if” completed basiswith appropriate deduction on construction costs, professional fees and interests to beincurred from the valuation date to completion as well as a reasonable margin. Thedetermination of the fair value for completed investment properties requires the Group toestimate reversionary potential of the properties while for investment properties underdevelopment, estimates on costs to be incurred and future margin are required in thevaluation.

The carrying amount of investment properties at 31 December 2011, 2012 and 2013 and30 June 2014 was RMB111,194 million, RMB159,074 million, RMB198,539 million andRMB220,580 million, respectively. Further details, including the key assumptions used for fairvalue measurement, are stated in note 15 of this section.

(ii) Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. Thisrequires an estimation of the value in use of the cash-generating units to which the goodwillis allocated. Estimating the value in use requires the Group to make an estimate of theexpected future cash flows from the cash-generating units and also to choose a suitablediscount rate in order to calculate the present value of those cash flows. The carrying amountof goodwill at 31 December 2011, 2012 and 2013 and 30 June 2014 was RMB nil, RMB nil,RMB 287 million and RMB 1,430 million, respectively. Further details are given in note 17 ofthis section.

(iii) PRC corporate income tax (“CIT”)

The Group is subject to “CIT” in Mainland China. As a result of the fact that certainmatters relating to the CIT have not been confirmed by the local tax bureau, objective estimateand judgement based on currently enacted tax laws, regulations and other related policies arerequired in determining the CIT provision to be made. Where the final tax outcome of thesematters is different from the amounts originally recorded, the differences will have an impacton the CIT expense and CIT provision in the period in which the differences are realised.

(iv) PRC land appreciation tax (“LAT”)

LAT in Mainland China is levied at progressive rates ranging from 30% to 60% on theappreciation of land value, being the proceeds from sale of properties less deductibleexpenditures including land costs, borrowing costs, other property development expenditures.


— I-71 —

When calculating the LAT, the Group needs to estimate the deductible expenditures andmake judgement on the relevant tax rate on individual property basis under the relevantapplicable tax laws and regulations. Given the uncertainties of the calculation basis of LAT tobe interpreted by the local tax bureau, the actual outcomes may be higher or lower than thatestimated. Where the final tax outcome of these matters is different from the amounts thatwere initially recorded, such differences will impact the LAT expense and LAT provision in theperiod in which the differences are realised.

(v) Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences and unusedtax losses to the extent that it is probable that future taxable profits will be available againstwhich the deductible temporary differences and tax losses can be utilised. Significantmanagement judgement is required to determine the amount of deferred tax assets that canbe recognised, based upon the likely timing and level of future taxable profits together withfuture tax planning strategies.

(vi) Useful lives and impairment of property, plant and equipment

The Group’s management determines the estimated useful lives and related depreciationcharges for its items of property, plant and equipment. This estimate is based on the historicalexperience of the actual useful lives of items of property, plant and equipment of similar natureand functions. It could change significantly as a result of technical innovations andcompetitors’ actions. Management will increase the depreciation charge where useful lives areless than previously estimates, or it will write off or write down technically obsolete assets thathave been abandoned.

The carrying value of an item of property, plant and equipment is reviewed for impairmentwhen events or changes in circumstances indicate that the carrying value may not berecoverable in accordance with the accounting policy as disclosed in note 2.3 of this section.The net realisable value of an item of property, plant and equipment is calculated as the higherof its fair value less costs to sell and value in use, the calculation of which involves the useof estimates.

(vii) The net realisable value for properties under development and completed propertiesheld for sale

The net realisable value is determined by reference to the sales proceeds of propertiessold in the ordinary course of business, less applicable variable selling expenses, or bymanagement’s estimates based on the prevailing market conditions, on an individual propertybasis. The net realisable value of properties under development is determined by establishingthe market values of the properties on an “as-if” completed basis with appropriate deductionon construction costs, professional fees and interests to be incurred from the valuation dateto completion as well as a reasonable profit margin.


— I-72 —

4. Operating segment information

Management monitors the operating results of the Group’s business which includesproperty development, leasing and management and hotel operation by project locations forthe purpose of making decisions about resources allocation and performance assessment,while no single location’s revenue, net profit or total assets exceeds 10% of the Group’scombined revenue, net profit or total assets. As all the locations have similar economiccharacteristics and are similar in the nature of property development, leasing and managementand hotel operation, the nature of the aforementioned business processes, the type or classof customer for the aforementioned business and the methods used to distribute the propertiesor provide the services, thus all locations were aggregated as one reportable operatingsegment.

Geographical information

All of the Group’s revenue is derived from customers based in Mainland China, and over90% of the non-current assets of the Group are located in Mainland China. Accordingly, nosegments information by geographical segment is presented.

Information about major customers

No sales to a single customer or a group of customers under common control accountedfor 10% or more of the Group’s revenue for the Relevant Periods.


— I-73 —

5. Revenue, other income and gains

Revenue, which is also the Group’s turnover, represents income from the sale ofproperties, lease of properties, property management and related services and hoteloperations earned during the Relevant Periods and the six months ended 30 June 2013, netof business tax and other sales related taxes and discounts allowed.

An analysis of revenue, other income and gains is as follows:


2011 2012 2013 2013 2014


(Unaudited)

Revenue

Sales of properties . . . . . . . . . . . . . . 45,505 50,573 74,981 26,531 16,293

Properties leasing and management . . 3,769 5,843 8,483 3,821 5,177

Hotel operation . . . . . . . . . . . . . . . . 1,450 2,576 3,215 1,433 1,770

Others . . . . . . . . . . . . . . . . . . . . . . 48 99 95 49 11

50,772 59,091 86,774 31,834 23,251

Other income

Bank interest income . . . . . . . . . . . . 520 360 531 259 256

Government grants. . . . . . . . . . . . . . 1,358 1,742 3,295 1,116 308

Others . . . . . . . . . . . . . . . . . . . . . . 47 17 48 3 13

1,925 2,119 3,874 1,378 577

Gains

Gain on disposal of subsidiaries(note 39) . . . . . . . . . . . . . . . . . . — — 113 — 387

Gain on disposal of items of property,plant and equipment . . . . . . . . . . . 1 2 — — —

Fair value gain from derivativefinancial instrument . . . . . . . . . . . . — — — — 1

Foreign exchange gain, net . . . . . . . . — — 12 — 129

Gain on bargain purchase (note 38) . . — — 75 — 2

Gain on disposal of available-for-saleinvestments . . . . . . . . . . . . . . . . . — — — — 40

Others . . . . . . . . . . . . . . . . . . . . . . 40 41 68 20 54

41 43 268 20 613

1,966 2,162 4,142 1,398 1,190


— I-74 —

6. Profit before tax

The Group’s profit before tax is arrived at after charging/(crediting):


2011 2012 2013 2013 2014


(Unaudited)

Cost of properties sold . . . . . . . . . . . 23,999 24,967 44,345 15,342 9,928

Government grants released (note 31) . (1,358) (1,742) (3,295) (1,116) (308)

Loss/(gain) on disposal of items ofproperty, plant and equipment, net . . 1 (1) 1 — —

Loss on disposal of investmentproperties . . . . . . . . . . . . . . . . . . 2 8 — — —

Depreciation of property, plant andequipment (note 14) . . . . . . . . . . . 517 881 1,054 455 610

Amortisation of prepaid land leasepayments* (note 16) . . . . . . . . . . . 45 79 100 41 57

Amortisation of other intangibleassets* (note 18) . . . . . . . . . . . . . 3 10 17 8 13

Impairment of trade receivables(note 24) . . . . . . . . . . . . . . . . . . 5 5 — — 15

Impairment of other receivables(note 25) . . . . . . . . . . . . . . . . . . 11 35 51 17 (15)

Minimum lease payments underoperating leases in respect ofland and buildings . . . . . . . . . . . . 91 64 91 43 113

Auditors’ remuneration . . . . . . . . . . . 8 5 12 — —

Employee benefit expense(including directors’ remuneration)

Wages, salaries and bonuses . . . . . . . 2,231 3,435 4,947 1,624 2,695

Pension scheme contributions . . . . . . 189 292 422 203 280

Social welfare and other costs . . . . . . 110 181 257 92 167

2,530 3,908 5,626 1,919 3,142

Increase in fair value of investmentproperties . . . . . . . . . . . . . . . . . . (13,992) (21,898) (15,443) (7,832) (5,227)

Foreign exchange gain,net (note 5) . . . — — (12) — (129)

Remeasurement loss of equity interestin an associate . . . . . . . . . . . . . . — — — — 8

Direct operating expenses relating toproperties leasing and management 1,432 2,059 2,871 1,347 1,608

* The amortisation of prepaid land lease payments and other intangible assets are included in “Administrative

expenses” and “Cost of sales” in the consolidated statements of profit or loss.


— I-75 —

7. Finance costs

An analysis of finance costs is as follows:


2011 2012 2013 2013 2014


(Unaudited)

Interest on bank and other loans

- wholly repayable within five years . . . 4,345 5,237 6,701 3,570 4,794

- wholly repayable over five years . . . . 934 1,472 3,067 1,084 1,205

Interest on convertible andguaranteed bonds. . . . . . . . . . . . . — — 30 — 211

Total interest expense. . . . . . . . . . . . 5,279 6,709 9,798 4,654 6,210

Less: Interest capitalised. . . . . . . . . . (2,223) (2,848) (3,943) (1,874) (2,570)

3,056 3,861 5,855 2,780 3,640

Where funds have been borrowed generally and used for the purpose of obtainingqualifying assets, capitalisation rates ranging between 6.15% and 11.48% have been appliedto the expenditure on the individual assets during the Relevant Periods and the six monthsended 30 June 2013.

8. Directors’ remuneration

The aggregate amount of the Directors’ remuneration during the Relevant Periods and thesix months ended 30 June 2013 is as follows:


2011 2012 2013 2013 2014


(Unaudited)

Fees . . . . . . . . . . . . . . . . . . . . . . . —** —** —** —** —**

Other emoluments:

Salaries, allowances and benefitsin kind . . . . . . . . . . . . . . . . . . . . 18 32 18 9 9

Performance related bonuses . . . . . . . 7 15 7 — —

Pension schemes contributions . . . . . . —** —** —** —** —**

25 47 25 9 9


— I-76 —

The remuneration of each of the Directors for the year ended 31 December 2011 is set outbelow:

Fees

Salaries,allowances

and benefitsin kind

Performancerelatedbonus

Pensionschemes

contributions Total


Executive directors:

Mr. Ding Benxi* . . . . . . . . . . . . . . — 8 3 —** 11

Mr. Zhang Lin . . . . . . . . . . . . . . . — 5 2 —** 7

Mr. Xiao Guangrui . . . . . . . . . . . . — 5 2 —** 7

Non-executive directors:

Mr. WANG Jianlin . . . . . . . . . . . . . — — — — —

Mr. Wang Guiya . . . . . . . . . . . . . . — — — — —

Mr. Yin Hai . . . . . . . . . . . . . . . . . — — — — —

Mr. Liu Jipeng . . . . . . . . . . . . . . . —** — — — —**

Mr. Xue Yunkui . . . . . . . . . . . . . . —** — — — —**

Mr. Ba Shusong . . . . . . . . . . . . . . —** — — — —**

— 18 7 — 25

* Mr. Ding Benxi was also the chief executive officer of the Company for the year.

The remuneration of each of the Directors for the year ended 31 December 2012 is setout below:

Fees

Salaries,allowances

and benefitsin kind


Pensionschemes

contributions Total



Mr. Ding Benxi* . . . . . . . . . . . . . . — 12 5 —** 17

Mr. Qi Jie . . . . . . . . . . . . . . . . . . — 1 3 —** 4

Mr. Zhang Lin . . . . . . . . . . . . . . . — 7 3 —** 10

Mr. Xiao Guangrui . . . . . . . . . . . . — 6 2 —** 8

Mr. Qu Dejun . . . . . . . . . . . . . . . . — 6 2 —** 8


Mr. WANG Jianlin . . . . . . . . . . . . . — — — — —

Mr. Wang Guiya . . . . . . . . . . . . . — — — — —

Mr. Yin Hai . . . . . . . . . . . . . . . . . — — — — —

Mr. Liu Jipeng . . . . . . . . . . . . . . . —* — — — —**

Mr. Xue Yunkui . . . . . . . . . . . . . . —* — — — —**

Mr. Ba Shusong . . . . . . . . . . . . . . —* — — — —**

— 32 15 — 47

* Mr. Ding Benxi was also the chief executive officer of the Company for the year.


— I-77 —

The remuneration of each of the Directors for the year ended 31 December 2013 is setout below:

Fees

Salaries,allowances

and benefitsin kind


Pensionschemes

contributions Total



Mr. Ding Benxi . . . . . . . . . . . . . . . — — — — —

Mr. Qi Jie* . . . . . . . . . . . . . . . . . — 11 4 —** 15

Mr. Qu Dejun . . . . . . . . . . . . . . . . — 7 3 —** 10


Mr. Zhang Lin . . . . . . . . . . . . . . . — —- — — —

Mr. Wang Guiya . . . . . . . . . . . . . — — — — —

Mr. Yin Hai . . . . . . . . . . . . . . . . . — — — — —

Mr. Liu Jipeng . . . . . . . . . . . . . . . —** — — — —**

Mr. Xue Yunkui . . . . . . . . . . . . . . —** — — — —**

Mr. Ba Shusong . . . . . . . . . . . . . . —** — — — —**

— 18 7 — 25

* Mr. Qi Jie was also the chief executive officer of the Company for the year.

The remuneration of each of the Directors for the six months ended 30 June 2013 is setout below:

Fees

Salaries,allowances

and benefitsin kind


Pensionschemes

contributions Total


(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)


Mr. Ding Benxi . . . . . . . . . . . . . . . — — — — —

Mr. Qi Jie* . . . . . . . . . . . . . . . . . — 5 — —** 5

Mr. Qu Dejun . . . . . . . . . . . . . . . . — 4 — —** 4


Mr. Zhang Lin . . . . . . . . . . . . . . . — — — — —

Mr. Wang Guiya . . . . . . . . . . . . . . — — — — —

Mr. Yin Hai . . . . . . . . . . . . . . . . . — — — — —

Mr. Liu Jipeng . . . . . . . . . . . . . . . —** — — — —**

Mr. Xue Yunkui . . . . . . . . . . . . . . —** — — — —**

Mr. Ba Shusong . . . . . . . . . . . . . . —** — — — —**

— 9 — — 9

* Mr. Qi Jie was also the chief executive officer of the Company for the period.


— I-78 —

The remuneration of each of the Directors for the six months ended 30 June 2014 is setout below:

Fees

Salaries,allowances

and benefitsin kind


Pensionschemes

contributions Total



Mr. Ding Benxi . . . . . . . . . . . . . . . — — — — —

Mr. Qi Jie* . . . . . . . . . . . . . . . . . — 5 — —** 5

Mr. Qu Dejun . . . . . . . . . . . . . . . . — 4 — —** 4


Mr. Zhang Lin . . . . . . . . . . . . . . . — — — — —

Mr. Wang Guiya . . . . . . . . . . . . . . — — — — —

Mr. Yin Hai . . . . . . . . . . . . . . . . . — — — — —

Mr. Liu Jipeng . . . . . . . . . . . . . . . —** — — — —**

Mr. Xue Yunkui . . . . . . . . . . . . . . —** — — — —**

Mr. Ba Shusong . . . . . . . . . . . . . . —** — — — —

— 9 — — 9

* Mr. Qi Jie was also the chief executive officer of the Company for the period.

** The remuneration of the Directors is presented as zero rounded to the nearest million.

Mr. Qi Jie and Mr. Qu Dejun were appointed as directors in December 2012. Mr. WANGJianlin and Mr. Xiao Guangrui resigned as directors in December 2012. Mr. Ba Shusongresigned as director in May 2014. Mr. Zhang Lin resigned as executive director and wasappointed as non-executive director in 2012.

There was no arrangement under which a director waived or agreed to waive anyremuneration during the Relevant Periods and the six months ended 30 June 2013.


— I-79 —

9. Five highest paid employees

The five highest paid employees included three directors, four directors, two directors,two directors and two directors for the three years ended 31 December 2011, 2012 and 2013and for the six months ended 30 June 2013 and 2014 respectively, details of whoseremuneration are set out in note 8 above. Details of the remuneration for the Relevant Periodsof the remaining other highest paid employees who are non-director of the Group are asfollows:


2011 2012 2013 2013 2014


(Unaudited)

Salaries, allowances and benefitsin kind . . . . . . . . . . . . . . . . . . . . 10 6 20 10 10

Performance related bonuses . . . . . . . 4 — 7 — —

Pension scheme contributions . . . . . . —* —* —* —* —*

14 6 27 10 10

The number of non-director highest paid employees whose remuneration fell within thefollowing bands is as follows:


2011 2012 2013 2013 2014

(Unaudited)

Nil to HK$3,000,000 . . . . . . . . . . . . . — — — — —

HK$3,000,001 to HK$7,000,000 . . . . . — — — 3 3

HK$7,000,001 to HK$11,000,000. . . . . 2 1 3 — —

2 1 3 3 3

* The remuneration of non director highest paid employees is presented as zero rounded to the nearest million.


— I-80 —

10. Income tax

No provision for Hong Kong profits tax and United Kingdom income tax has been madeas the Group had no assessable profits arising in Hong Kong and United Kingdom during theRelevant Periods.

The provision for Mainland China CIT has been provided at the applicable tax rate of 25%on the assessable profits of the Company and its subsidiaries in Mainland China.

LAT is levied at progressive rates ranging from 30% to 60% on the appreciation of landvalue, being the proceeds from sale of properties less deductible expenditures including landcosts, borrowing costs and other property development expenditures. The Group hasestimated, made and included in taxation a provision for LAT according to the requirements setforth in the relevant Mainland China tax laws and regulations. The LAT provision is subject tothe final review/approval by the local tax bureau.


2011 2012 2013 2013 2014


(Unaudited)

Current -Mainland China CIT . . . . . . . 3,916 4,543 5,444 1,943 983

Current -Mainland China LAT . . . . . . . 4,743 5,749 7,196 2,355 1,497

Deferred (note 21) . . . . . . . . . . . . . . 2,407 5,151 3,970 2,502 988

Total tax charge for the year/period . . . 11,066 15,443 16,610 6,800 3,468


— I-81 —

A reconciliation of the tax expense applicable to profit before tax at the statutory rate forMainland China in which the Company and the majority of its subsidiaries are domiciled to thetax expense at the effective tax rates, and a reconciliation of the applicable rate (i.e., thestatutory tax rate) to the effective tax rates, are as follows:


2011 2012 2013 2013 2014

RMB’million % RMB’million % RMB’million % RMB’million % RMB’million %

(Unaudited)

Profit before tax . . . . . . 30,841 43,264 41,492 16,886 8,385

CIT at the statutory taxrate . . . . . . . . . . 7,710 25.0 10,816 25.0 10,373 25.0 4,222 25.0 2,096 25.0

Effect of different tax levyenacted by localauthorities* . . . . . . (175) (0.6) (2) (0.0) 3 0.0 (11) (0.1) 7 0.1

Adjustments in respect ofcurrent tax of previousyears/periods . . . . . . (68) (0.2) 75 0.2 58 0.1 4 0.0 (93) (1.1)

Losses attributable to anassociate . . . . . . . . — — — — 2 0.0 — — — —

Income not subject to tax . — — (10) (0.0) — — — — — —

Expenses not deductiblefor tax . . . . . . . . . 123 0.4 74 0.2 44 0.1 9 0.1 11 0.1

Tax losses and deductibletemporary differencesutilised from previousyears/periods . . . . . . (279) (0.9) (381) (0.9) (146) (0.4) (45) (0.3) (46) (0.5)

Deductible temporarydifferences notrecognised . . . . . . . 108 0.4 125 0.3 85 0.2 299 1.7 259 3.1

Tax losses not recognised. 89 0.3 434 1.0 794 1.9 556 3.3 111 1.3

LAT . . . . . . . . . . . . 4,743 15.4 5,749 13.3 7,196 17.3 2,355 13.9 1,497 17.9

CIT effect of LAT . . . . . (1,185) (3.8) (1,437) (3.3) (1,799) (4.3) (589) (3.5) (374) (4.5)

Tax charge at the Group’seffective rates . . . . . 11,066 35.9 15,443 35.7 16,610 40.0 6,800 40.3 3,468 41.4

* The amount includes the effect of lower tax rates for specific provinces and higher tax levy under assessment

and collection mode of certain subsidiaries enacted by local authorities.

11. Profit attributable to owners of the parent

The consolidated profits attributable to owners of the parent includes a profit ofRMB5,046 million, RMB4,850 million, RMB4,316 million, RMB2,120 million and RMB5,327million for the three years ended 31 December 2011, 2012 and 2013 and for the six monthsended 30 June 2013 and 2014 respectively, which have been dealt with in the financialstatements of the Company.


— I-82 —

12. Dividends


2011 2012 2013 2013 2014


(Unaudited)

Dividend proposed and declared . . . . . — 1,980 1,999 1,999 1,999

13. Earnings per share attributable to ordinary equity holders of the parent

The calculation of the basic earnings per share amount is based on the profit attributableto ordinary equity holders of the parent and the weighted average number of ordinary sharesof the Company in issue during the Relevant Periods and the six months ended 30 June 2013respectively.


2011 2012 2013 2013 2014


(Unaudited)

Earnings

Profit attributable to ordinary equityholders of the parent used in thebasic earnings per share calculation 19,779 27,310 24,581 9,313 4,965


2011 2012 2013 2013 2014

million million million million million

(Unaudited)

Shares

Weighted average number of ordinaryshares in issue during the RelevantPeriods used in the basic earningsper share calculation . . . . . . . . . . . 3,736 3,736 3,736 3,736 3,736

The calculation of the diluted earnings per share amount is based on the profitattributable to ordinary equity holders of the parent and the weighted average number ofordinary shares of the Company in issue during the Relevant Periods and the six monthsended 30 June 2013 respectively, after adjusting for the effect of conversion and redemptionof convertible bonds issued by a subsidiary, Wanda Commercial Properties (Group) Co., Ltd.Details of the convertible bonds are set out in note 33.


— I-83 —

14. Property, plant and equipment

Group

BuildingsPlant andmachinery

Motorvehicles

Furnitureand fixtures Others

Constructionin progress Total

RMB’million RMB’million RMB’million RMB’million RMB’million RMB’million RMB’millionAt 1 January 2011, net of

accumulated depreciation . 5,591 34 267 81 97 2,327 8,397

Additions. . . . . . . . . . . . . 369 3 78 90 81 4,547 5,168

Disposals . . . . . . . . . . . . (7) (1) (1) — (12) — (21)

Acquisition of a subsidiary(note 38) . . . . . . . . . . . — — — — — 715 715

Depreciation provided duringthe year . . . . . . . . . . . (412) (8) (42) (29) (26) — (517)

Transfers . . . . . . . . . . . . 5,740 — — — — (5,740) —

At 31 December 2011 and1 January 2012, net ofaccumulated depreciation . 11,281 28 302 142 140 1,849 13,742

Additions. . . . . . . . . . . . . 553 9 59 105 81 4,520 5,327

Disposals . . . . . . . . . . . . (10) — (1) (1) — — (12)

Acquisition of a subsidiary(note 38) . . . . . . . . . . . — — 3 7 — 60 70

Depreciation provided duringthe year . . . . . . . . . . . (729) (11) (55) (46) (40) — (881)

Transfers . . . . . . . . . . . . 4,448 — — — — (4,448) —


Additions. . . . . . . . . . . . . 703 25 86 130 59 8,811 9,814

Disposals . . . . . . . . . . . . (115) — (1) (2) (2) — (120)

Acquisition of subsidiaries(note 38) . . . . . . . . . . . 12 — 1 — — — 13

Disposal of a subsidiary(note 39) . . . . . . . . . . . — — — (1) (1) (942) (944)

Depreciation provided duringthe year . . . . . . . . . . . (861) (9) (65) (69) (50) — (1,054)

Transfers . . . . . . . . . . . . 5,603 — — — — (5,603) —


Additions. . . . . . . . . . . . . 343 4 47 54 30 3,524 4,002

Disposals . . . . . . . . . . . . (24) — (1) (1) (4) — (30)

Acquisition of subsidiaries(note 38) . . . . . . . . . . . 205 95 50 9 7 — 366

Disposal of subsidiaries(note 39) . . . . . . . . . . . (274) (3) (1) (2) (7) — (287)

Depreciation provided duringthe period . . . . . . . . . . (502) (6) (37) (39) (26) — (610)

Transfers . . . . . . . . . . . . 2,684 — — — — (2,684) —

At 30 June 2014, net ofaccumulated depreciation . 23,317 132 387 286 187 5,087 29,396


— I-84 —

Group


Motorvehicles



RMB’million RMB’million RMB’million RMB’million RMB’million RMB’million RMB’million

At 1 January 2011

Cost . . . . . . . . . . . . . . . 5,959 67 309 121 184 2,327 8,967

Accumulated depreciation . . . (368) (33) (42) (40) (87) — (570)

Net carrying amount . . . . . . 5,591 34 267 81 97 2,327 8,397

At 31 December 2011 and1 January 2012

Cost . . . . . . . . . . . . . . . 12,023 69 385 210 250 1,849 14,786

Accumulated depreciation . . . (742) (41) (83) (68) (110) — (1,044)



Cost . . . . . . . . . . . . . . . 16,902 78 441 318 329 1,981 20,049

Accumulated depreciation . . . (1,359) (52) (133) (111) (148) — (1,803)



Cost . . . . . . . . . . . . . . . 23,021 102 523 442 382 4,247 28,717



At 30 June 2014:

Cost . . . . . . . . . . . . . . . 25,694 592 802 503 328 5,087 33,006




— I-85 —

Company


Motorvehicles




At 1 January 2011, net ofaccumulated depreciation . 18 — 85 9 2 519 633

Additions. . . . . . . . . . . . . 11 — 7 14 — 275 307

Disposals . . . . . . . . . . . . — — (1) — — — (1)

Depreciation provided duringthe year . . . . . . . . . . . (29) — (8) (2) — — (39)

At 31 December 2011 and1 January 2012, net ofaccumulated depreciation . — — 83 21 2 794 900

Additions. . . . . . . . . . . . . — — 10 35 10 225 280

Depreciation provided duringthe year . . . . . . . . . . . (20) — (10) (6) (1) — (37)

Transfers . . . . . . . . . . . . 1,019 — — — — (1,019) —

At 31 December 2012 and1 January 2013, net ofaccumulated depreciation . 999 — 83 50 11 — 1,143

Additions. . . . . . . . . . . . . 15 — — 7 2 — 24

Disposals . . . . . . . . . . . . — — — — (1) — (1)

Depreciation provided duringthe year . . . . . . . . . . . (27) — (10) (12) (2) — (51)

At 31 December 2013 and1 January 2014, net ofaccumulated depreciation . 987 — 73 45 10 — 1,115

Additions. . . . . . . . . . . . . 2 — — 5 2 — 9

Depreciation provided duringthe period . . . . . . . . . . (13) — (3) (6) (2) — (24)

At 30 June 2014, net ofaccumulated depreciation . 976 — 70 44 10 — 1,100


— I-86 —

Company


Motorvehicles




At 1 January 2011

Cost . . . . . . . . . . . . . . . 31 — 89 10 3 519 652

Accumulated depreciation . . . (13) — (4) (1) (1) — (19)

Net carrying amount . . . . . . 18 — 85 9 2 519 633


Cost . . . . . . . . . . . . . . . 42 — 94 24 3 794 957


Net carrying amount . . . . . . — — 83 21 2 794 900


Cost . . . . . . . . . . . . . . . 1,061 — 103 60 13 — 1,237


Net carrying amount . . . . . . 999 — 83 50 11 — 1,143

At 31 December 2013:

Cost . . . . . . . . . . . . . . . 1,076 — 103 68 13 — 1,260



At 30 June 2014:

Cost . . . . . . . . . . . . . . . 1,078 — 103 73 15 — 1,269



The Group’s and the Company’s certain items of property, plant and equipment werepledged to secure the loans granted to the Group and the Company (note 30).

As at the date of this report, the Group and the Company are in the process of applyingfor registration of title certificates for certain buildings. As at 30 June 2014, the carryingamount of the Group’s certain buildings in the process of applying for registration of titlecertificates was RMB1,836 million. In the Directors’ opinion, the Group is entitled to lawfullyand validly occupy and use the certain buildings. The aforesaid matter has no significantimpact on the Group’s/Company’s financial position at 30 June 2014.


— I-87 —

15. Investment properties

Group

CompletedInvestmentproperties

Investmentproperties underconstruction or

development Total

RMB’million RMB’million RMB’million

At 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . 55,459 17,658 73,117

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,708 22,388 24,096

Net gain from a fair value adjustment . . . . . . . . . . . . 10,908 3,084 13,992

Transfer upon completion . . . . . . . . . . . . . . . . . . . . 21,796 (21,796) —

Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11) — (11)

At 31 December 2011 and 1 January 2012 . . . . . . . . . 89,860 21,334 111,194

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 25,931 25,931



Transfer from inventories. . . . . . . . . . . . . . . . . . . . . 59 — 59

Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8) — (8)


Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 21,758 21,758

Acquisition of subsidiaries (note 38) . . . . . . . . . . . . . 2,150 — 2,150



Transfer from inventories. . . . . . . . . . . . . . . . . . . . . 114 — 114


Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 16,814 16,814

Net gain from a fair value adjustment . . . . . . . . . . . . 4,382 845 5,227


At 30 June 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . 182,702 37,878 220,580

As at 31 December As at 30 June

2011 2012 2013 2014


Located in Mainland China and held under thefollowing lease terms:

Between 10 and 50 years . . . . . . . . . . . . . . . 111,194 159,074 198,539 220,580

111,194 159,074 198,539 220,580


— I-88 —

Company

CompletedInvestmentproperties

Investmentproperties underconstruction or

development Total

RMB’million RMB’million RMB’millionAt 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . — 517 517Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 272 272Net gain from a fair value adjustment . . . . . . . . . . . . — 116 116

At 31 December 2011 and 1 January 2012 . . . . . . . . . — 905 905Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 241 241Net gain from a fair value adjustment . . . . . . . . . . . . 306 — 306Transfer upon completion . . . . . . . . . . . . . . . . . . . . 1,146 (1,146) —

At 31 December 2012 and 1 January 2013 . . . . . . . . . 1,452 — 1,452Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 — 13Net gain from a fair value adjustment . . . . . . . . . . . . 5 — 5

At 31 December 2013 and 1 January 2014 . . . . . . . . . 1,470 — 1,470Net loss from a fair value adjustment . . . . . . . . . . . . . (55) — (55)

At 30 June 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . 1,415 — 1,415


2011 2012 2013 2014


Located in Mainland China and held under thefollowing lease terms:

Between 10 and 50 years . . . . . . . . . . . . . . . 905 1,452 1,470 1,415

905 1,452 1,470 1,415

The Group’s and the Company’s investment properties are all situated in Mainland China.All the completed investment properties are rented out under operating leases.

All the completed investment properties and investment properties under construction ordevelopment, including both land and building elements held by the Group were revalued atthe end of each of the Relevant Periods based on valuations performed by independentqualified valuers, DTZ Debenham Tie Leung Limited (“DTZ”) or CBRE HK Limited (“CBRE”).DTZ and CBRE are industry specialists in investment property valuation, who have appropriatequalification and recent experience in the valuation of similar properties in the relevantlocations. The valuation for completed investment properties was arrived at by considering thecapitalised income to be derived from the existing tenancies and the reversionary potential ofthe properties or, where appropriate, by reference to market evidence of transaction prices forthe similar properties in the surrounding areas. The fair values of investment properties underdevelopment are determined by establishing the market values of the properties on an “as-if”completed basis with appropriate deduction on construction costs, professional fees andinterests to be incurred from the valuation date to completion as well as a reasonable margin.There were no changes to the valuation techniques during the Relevant Periods.


— I-89 —

The Group’s and the Company’s certain investment properties were pledged to securebank borrowings granted to the Group and the Company (note 30).

As at the date of this report, the Group and the Company are in the process of applyingfor registration of the relevant property certificates for certain investment properties. As at 30June 2014, the carrying amount of the Group’s certain investment properties in the process ofapplying for registration of title certificates was RMB12,478 million. In the Directors’ opinion,the Group is entitled to lawfully and validly occupy and use the certain investment properties.

At the end of each of the Relevant Periods, all of the Group’s investment properties werewithin level 3 of the fair value hierarchy as the valuation were arrived at by reference to certainsignificant unobservable inputs. There were no transfers between levels 1, 2 and 3 during theRelevant Periods.

The Group has determined that the current use of all investment properties equates to thehighest and best use.

The Group’s finance department includes a team that reviews the valuations performedby the independent valuers for financial reporting purpose. This team reports directly to thesenior management. Discussions of valuation processes and results are held between thesenior management, the valuation team and the independent valuers twice a year, in line withthe Group’s interim and annual reporting dates.

At the end of each of the Relevant Periods and the six months ended 30 June 2013, thefinance department:

• verifies all major inputs to the independent valuation reports;

• assesses property valuation movements when compared to the prior year valuationreports;

• holds discussion with the independent valuers.

Below is a summary of the valuation techniques used and the key inputs to thevaluation of investment properties:

Description Valuation techniqueSignificant

unobservable inputs Range of unobservable inputs

Office Investment approach Prevailing market rents RMB50—RMB300 per squaremeter per month

Reversionarycapitalisation rate

5.5% — 7.0%

Retail Investment approach Prevailing market rents RMB34—RMB900 per squaremeter per month


Anchor Stores: 4.5%—6.0%Standard Retail: 5.0%—7.0%

Carpark Investment approach Prevailing market rents RMB200—RMB1,500 per lot permonth


4.0%—5.0%


— I-90 —

Prevailing market rents are estimated based on the independent valuer’s view of recentletting transactions within the subject properties and other comparable properties. The higherthe rents, the higher the fair value is. Reversionary capitalisation rate is estimated by theindependent valuer based on the risk profile of the properties being valued. The higher thereversionary capitalisation rate, the lower the fair value is.

16. Prepaid land lease payments

Group


2011 2012 2013 2014


At beginning of year/period . . . . . . . . . . . . . . 2,821 4,047 5,579 6,268

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . 1,271 1,474 772 997

Acquisition of subsidiaries (note 38) . . . . . . . . — 137 17 20

Disposals of subsidiaries (note 39) . . . . . . . . . — — — (249)

Recognised during the year/period . . . . . . . . . (45) (79) (100) (57)

At end of year/period . . . . . . . . . . . . . . . . . . 4,047 5,579 6,268 6,979

Less: Current portion included in prepayments,deposits and other receivables . . . . . . . . — — — —

Non-current portion . . . . . . . . . . . . . . . . . . . 4,047 5,579 6,268 6,979

Company


2011 2012 2013 2014


At beginning of year/period . . . . . . . . . . . . . . 335 335 329 321

Recognised during the year/period . . . . . . . . . — (6) (8) (5)

At end of year/period . . . . . . . . . . . . . . . . . . 335 329 321 316

Less: Current portion included in prepayments,deposits and other receivables . . . . . . . . — — — —

Net-current portion . . . . . . . . . . . . . . . . . . . . 335 329 321 316

The Group’s and the Company’s certain prepaid land lease payments were pledged tosecure bank borrowings granted to the Group and the Company as described in note 30.

The leasehold land is situated in Mainland China and is held under a medium-term (10-50years).


— I-91 —

17. Goodwill

Group

RMB’million

At 31 December 2013:

Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287

Accumulated impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Net carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287

Cost at 1 January 2013, net of accumulated impairment . . . . . . . . . . . . . . . . . . . . . . . . . . —

Acquisition of subsidiaries (note 38) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287

Cost and net carrying amount at 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287

Cost at 1 January 2014, net of accumulated impairment . . . . . . . . . . . . . . . . . . . . . . . . . . 287

Acquisition of a subsidiary (note 38) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,143

Cost and net carrying amount at 30 June 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,430

At 30 June 2014:

Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,430

Accumulated impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Net carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,430

The goodwill mainly arose from the business combinations of Wanda CommercialProperties (Group) Co., Limited (“Wanda Commercial”) and Wanda Yacht Investment (Jersey)Company Limited (“Wanda Jersey”). The carrying amounts of goodwill allocated to each of thecash-generating units are as follows:

At 30 June 2014

RMB’million

Wanda Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287

Wanda Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,143

1,430

The recoverable amount of Wanda Commercial has been determined based on its fairvalue less costs of disposal, which is measured based on the quoted prices for WandaCommercial at the Stock Exchange. The recoverable amount of Wanda Jersey has beendetermined based on a value in use calculation using discounted cash flow projections basedon Wanda Jersey’s 3-year financial budgets approved by Wanda Jersey’s senior management.The discount rate applied to the cash flow projections is 10.5%. The growth rate used toextrapolate the cash flows beyond the 3-year period is descendingly to 3%. Wanda Jersey’ssenior management believes that this growth rate is justified, given the unique infrastructureand characteristic services developed by Wanda Jersey.


— I-92 —

18. Other intangible assets

Group


2011 2012 2013 2014

RMB’ million RMB’ million RMB’ million RMB’ million

Cost at beginning of year/period net ofaccumulated amortisation . . . . . . . . . . . . . . 15 50 82 155

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . 38 42 90 38

Acquisition of subsidiaries (note 38) . . . . . . . . — — — 2,353

Amortisation provided during the year/period . . . (3) (10) (17) (13)

At end of year/period . . . . . . . . . . . . . . . . . . 50 82 155 2,533

Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 98 188 2,579

Accumulated amortisation . . . . . . . . . . . . . . . (6) (16) (33) (46)

Net carrying amount . . . . . . . . . . . . . . . . . . . 50 82 155 2,533

The other intangible assets arisen from the business contribution of Wanda Jersey mainlycomprise brand, technology and business relationships:

19 Investment in an associate

Group


2011 2012 2013 2014


Share of net assets . . . . . . . . . . . . . . . . . . . — — 114 —

Company


2011 2012 2013 2014


Share of net assets . . . . . . . . . . . . . . . . . . . — — 114 —

Particulars of the Group and Company’s associate as at 31 December 2013 are asfollows:

NameParticulars of

registered capitalPlace of

incorporation

Percentageof ownershipattributable

to the Group Principal activity

大連金石文化旅游投資有限公司. . . RMB 3,000,000,000 MainlandChina

11.11% Resort developmentand operation


— I-93 —

In May 2013, the Group acquired 5% of registered capital in 大連金石文化旅游投資有限公司 (“Dalian Jinshi”), whose principal activity is resort development and operation, for a cashconsideration of RMB123 million.

As at 31 December 2013, the paid-in capital of Dalian Jinshi was RMB900 million,consisting of RMB800 million from the Parent and RMB100 million from the Group. Theshareholders of Dalian Jinshi had not made the full capital contribution yet which resulted inthe difference between the registered capital and the paid-in capital. The Group’s equityinterest on Dalian Jinshi of 11.11% was calculated based on the paid-in capital.

Pursuant to the capital contribution agreement with Dalian Jinshi in June 2013, the Groupagreed to make a capital contribution of RMB700 million into Dalian Jinshi by September 2016.Upon the completion of capital contribution, the Group would effectively hold 40% of registeredcapital in Dalian Jinshi.

Further, on 31 March 2014, the Group acquired 40% of registered capital in Dalian Jinshifrom the Parent for a cash consideration of RMB843 million. Accordingly, Dalian Jinshi becamea subsidiary of the Group. Further details are given in note 38(e).

The following table illustrates the summarised financial information of Dalian Jinshi as at 31December 2013 and for the year then ended:

2013

RMB’million

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,137

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 643

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,780

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276

Other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (936)

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (521)

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,457)

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (574)

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,025

Group’s share of net assets of the associate, excluding goodwill . . . . . . . . . . . . . 114

Carrying amount of the investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (78)


— I-94 —

20. Investments in subsidiaries

Company


2011 2012 2013 2014


Unlisted shares, at cost . . . . . . . . . . . . . . . . 43,185 59,187 84,877 106,071

Impairment . . . . . . . . . . . . . . . . . . . . . . . . . (293) (194) (194) (194)

42,892 58,993 84,683 105,877

Particulars of the principal subsidiaries are set out in note 1.

Details of the Group’s subsidiaries that have material non-controlling interests (NCI) areset out below:

上海寶山萬達投資有限公司


2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . 35.00% 35.00% 35.00% 35.00%

Current assets . . . . . . . . . . . . . . . . . . . . . . 1,903 1,378 599 316

Non-current assets . . . . . . . . . . . . . . . . . . . . 1,287 2,661 2,791 2,838

Current liabilities . . . . . . . . . . . . . . . . . . . . . (2,480) (1,443) (491) (292)

Non-current liabilities . . . . . . . . . . . . . . . . . . (541) (1,045) (1,010) (908)

Accumulated balances of NCI. . . . . . . . . . . . . 59 543 661 684


2011 2012 2013 2013 2014

RMB’ million RMB’ million RMB’ million RMB’ million(Unaudited)

RMB ’million

Revenue . . . . . . . . . . . . . . . . . . . . — 2,145 962 715 136

Total expenses . . . . . . . . . . . . . . . . (6) (765) (623) (592) (71)

(Loss)/profit for the year/period . . . . . (6) 1,380 339 123 65

Total comprehensive income for theyear/period . . . . . . . . . . . . . . . . . (6) 1,380 339 123 65

(Loss)/profit for the year/periodallocated to NCI . . . . . . . . . . . . . . (2) 483 119 43 23

Dividends paid to NCI . . . . . . . . . . . . — — — — —


— I-95 —


2011 2012 2013 2013 2014


RMB’ million

Net cash flows from/(used in)operating activities . . . . . . . . . . . . 694 (34) 57 (119) (180)

Net cash flows used in investingactivities . . . . . . . . . . . . . . . . . . . (371) (257) (145) — —

Net cash flows from/(used in) financingactivities . . . . . . . . . . . . . . . . . . . 332 224 (181) (112) (66)

Net increase/(decrease) in cash andcash equivalents . . . . . . . . . . . . . 655 (67) (269) (231) (246)

煙台芝罘萬達廣場有限公司


2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . 30.00% 30.00% 30.00% 30.00%

Current assets . . . . . . . . . . . . . . . . . . . . . . 89 831 3,723 4,013

Non-current assets . . . . . . . . . . . . . . . . . . . . 3 263 794 1,247

Current liabilities . . . . . . . . . . . . . . . . . . . . . (49) (624) (2,127) (4,360)

Non-current liabilities . . . . . . . . . . . . . . . . . . — (376) (2,336) (887)

Accumulated balances of NCI. . . . . . . . . . . . . 13 28 16 4


2011 2012 2013 2013 2014


RMB’ million

Revenue . . . . . . . . . . . . . . . . . . . . — — — — —

Total other income/(expenses) . . . . . . (7) 51 (39) (34) (41)

(Loss)/profit for the year/period . . . . . (7) 51 (39) (34) (41)

Total comprehensive income for theyear/period . . . . . . . . . . . . . . . . . (7) 51 (39) (34) (41)

(Loss)/profit for the year/periodallocated to NCI . . . . . . . . . . . . . . (2) 15 (12) (10) (12)



— I-96 —


2011 2012 2013 2013 2014


RMB’ million

Net cash flows (used in)/fromoperating activities . . . . . . . . . . . . (7) 191 (876) (1,351) 343

Net cash flows used in investingactivities . . . . . . . . . . . . . . . . . . . (1) (152) (407) — (206)

Net cash flows from/(used in) financingactivities . . . . . . . . . . . . . . . . . . — 349 1,726 1,587 (423)

Net (decrease)/increase in cash andcash equivalents . . . . . . . . . . . . . (8) 388 443 236 (286)

宜興萬達廣場有限公司


2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . — 30.00% 30.00% 30.00%

Current assets . . . . . . . . . . . . . . . . . . . . . . — 2,545 2,665 2,136

Non-current assets . . . . . . . . . . . . . . . . . . . . — 1,288 2,337 2,351

Current liabilities . . . . . . . . . . . . . . . . . . . . . — (2,064) (2,397) (1,586)

Non-current liabilities . . . . . . . . . . . . . . . . . . — (557) (797) (1,050)

Accumulated balances of NCI. . . . . . . . . . . . . — 174 353 369


2011 2012 2013 2013 2014


RMB’ million

Revenue . . . . . . . . . . . . . . . . . . . . — — 1,435 9 425

Total other income/(expenses) . . . . . . — 43 (839) 710 (374)

Profit for the year/period . . . . . . . . . . — 43 596 719 51

Total comprehensive income for theyear/period . . . . . . . . . . . . . . . . . — 43 596 719 51

Profit for the year/period allocated toNCI . . . . . . . . . . . . . . . . . . . . . . — 13 179 216 15



— I-97 —


2011 2012 2013 2013 2014


RMB’ million

Net cash flows from/(used in)operating activities . . . . . . . . . . . . — 133 663 383 (114)

Net cash flows used in investingactivities . . . . . . . . . . . . . . . . . . . — (430) (267) (188) (179)

Net cash flows from /(used in)financing activities . . . . . . . . . . . . — 348 (231) (86) (27)

Net increase/(decrease) in cash andcash equivalents . . . . . . . . . . . . . — 51 165 109 (320)

西雙版納國際旅游度假區開發有限公司


2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . — 45.00% 40.00%* 20.00%*

Current assets . . . . . . . . . . . . . . . . . . . . . . — 2,540 3,665 3,752

Non-current assets . . . . . . . . . . . . . . . . . . . . — 276 1,195 1,599

Current liabilities . . . . . . . . . . . . . . . . . . . . . — (733) (2,177) (2,248)

Non-current liabilities . . . . . . . . . . . . . . . . . . — (130) (561) (1,219)

Accumulated balances of NCI. . . . . . . . . . . . . — 879 849 377

* The percentage of NCI decreased from 45% to 40% in April 2013 and decreased from 40% to 20% in January

2014.


2011 2012 2013 2013 2014


RMB’ million

Revenue . . . . . . . . . . . . . . . . . . . . — — 279 — 1,065

Total expenses . . . . . . . . . . . . . . . . — — (113) — (1,314)

Profit/(loss) for the year/period . . . . . . — — 166 — (249)

Total comprehensive income for theyear/period . . . . . . . . . . . . . . . . . — — 166 — (249)

Profit/(loss) for the year/periodallocated to NCI . . . . . . . . . . . . . . — — 65 — (58)



— I-98 —


2011 2012 2013 2013 2014


RMB’ million

Net cash flows from/(used in)operating activities . . . . . . . . . . . . — 4 (84) (207) (60)

Net cash flows used in investingactivities . . . . . . . . . . . . . . . . . . . — — (249) (19) (518)

Net cash flows from/(used in) financingactivities . . . . . . . . . . . . . . . . . . . — (4) 318 189 686

Net increase/(decrease) in cash andcash equivalents . . . . . . . . . . . . . — — (15) (37) 108

南昌萬達城投資有限公司


2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . — — 30.00% —*

Current assets . . . . . . . . . . . . . . . . . . . . . . — — 4,931 —

Non-current assets . . . . . . . . . . . . . . . . . . . . — — 671 —

Current liabilities . . . . . . . . . . . . . . . . . . . . . — — (3,149) —

Non-current liabilities . . . . . . . . . . . . . . . . . . — — (430) —

Accumulated balances of NCI. . . . . . . . . . . . . — — 607 —

* The percentage of NCI decreased from 30.00% to nil in March 2014.


2011 2012 2013 2013 2014


RMB’ million

Revenue . . . . . . . . . . . . . . . . . . . . — — — — —

Total other income/(expenses) . . . . . . — — 24 13 (64)

Profit/(loss) for the year/period . . . . . . — — 24 13 (64)

Total comprehensive income/(loss) forthe year/period . . . . . . . . . . . . . . — — 24 13 (64)

Profit/(loss) for the year/periodallocated to NCI . . . . . . . . . . . . . . — — 7 4 (19)


— I-99 —


2011 2012 2013 2013 2014


RMB’ million

Net cash flows from/(used in)operating activities . . . . . . . . . . . . — — 546 (127) (610)


Net cash flows from financingactivities . . . . . . . . . . . . . . . . . . . — — 2,386 700 685

Net increase/(decrease) in cash andcash equivalents . . . . . . . . . . . . . — — 2,844 550 (652)

哈爾濱萬達城投資有限公司


2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . — — 30.00% —*

Current assets . . . . . . . . . . . . . . . . . . . . . . — — 5,414 —



Non-current liabilities . . . . . . . . . . . . . . . . . . — — (3,009) —




2011 2012 2013 2013 2014


RMB’ million

Revenue . . . . . . . . . . . . . . . . . . . . — — — — —

Total expenses . . . . . . . . . . . . . . . . — — (58) — (28)

Loss for the year/period . . . . . . . . . . — — (58) — (28)

Total comprehensive income for theyear/period . . . . . . . . . . . . . . . . . — — (58) — (28)

Loss for the year/period allocated toNCI . . . . . . . . . . . . . . . . . . . . . . — — (17) — (8)



— I-100 —


2011 2012 2013 2013 2014


RMB’ million

Net cash flows used in operatingactivities . . . . . . . . . . . . . . . . . . . — — (3,382) (2,044) (182)


Net cash flows from financingactivities . . . . . . . . . . . . . . . . . . . — — 4,477 1,628 765

Net increase/(decrease) in cash andcash equivalents . . . . . . . . . . . . . — — 707 (588) 253

合肥萬達城投資有限公司


2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . — — 30.00% —*

Current assets . . . . . . . . . . . . . . . . . . . . . . — — 4,310 —







2011 2012 2013 2013 2014


RMB’ million

Revenue . . . . . . . . . . . . . . . . . . . . — — — — —

Total expenses . . . . . . . . . . . . . . . . — — (34) — (28)

Loss for the year/period . . . . . . . . . . — — (34) — (28)

Total comprehensive income for theyear/period . . . . . . . . . . . . . . . . . — — (34) — (28)




— I-101 —


2011 2012 2013 2013 2014


RMB’ million

Net cash flows from operatingactivities . . . . . . . . . . . . . . . . . . . — — 1,185 — 926

Net cash flows used in investingactivities . . . . . . . . . . . . . . . . . . . — — (52) — (1,112)

Net cash flows from financingactivities . . . . . . . . . . . . . . . . . . . — — 2,100 — 1,619

Net increase in cash and cashequivalents . . . . . . . . . . . . . . . . . — — 3,233 — 1,433

青島萬達東方影都投資有限公司

As at 31 December As at 30June

2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . — — 30.00% —*

Current assets . . . . . . . . . . . . . . . . . . . . . . — — 5,008 —







2011 2012 2013 2013 2014


RMB’ million

Revenue . . . . . . . . . . . . . . . . . . . . — — — — —

Total other income/(expenses) . . . . . . — — (89) — 114

(Loss)/profit for the year/period . . . . . — — (89) — 114

Total comprehensive income for theyear/period . . . . . . . . . . . . . . . . . — — (89) — 114

(Loss)/profit for the year/periodallocated to NCI . . . . . . . . . . . . . . — — (27) — 34



— I-102 —


2011 2012 2013 2013 2014


RMB’ million

Net cash flows used in operatingactivities . . . . . . . . . . . . . . . . . . . — — (838) — (1,724)

Net cash flows used in investingactivities . . . . . . . . . . . . . . . . . . . — — (5) — (335)

Net cash flows from financingactivities . . . . . . . . . . . . . . . . . . . — — 3,884 — 2,310

Net increase in cash and cashequivalents . . . . . . . . . . . . . . . . . — — 3,041 — 251

青島萬達游艇產業投資有限公司


2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . — — 37.50% —*

Current assets . . . . . . . . . . . . . . . . . . . . . . — — 1,741 —

Non-current assets . . . . . . . . . . . . . . . . . . . . — — — —

Current liabilities . . . . . . . . . . . . . . . . . . . . . — — (944) —

Non-current liabilities . . . . . . . . . . . . . . . . . . — — — —




2011 2012 2013 2013 2014


RMB’ million

Revenue . . . . . . . . . . . . . . . . . . . . — — — — —

Total expenses . . . . . . . . . . . . . . . . — — (2) — —

Loss for the year/period . . . . . . . . . . — — (2) — —

Total comprehensive income for theyear/period . . . . . . . . . . . . . . . . . — — (2) — —

Loss for the year/period allocated toNCI . . . . . . . . . . . . . . . . . . . . . . — — (1) — —


— I-103 —


2011 2012 2013 2013 2014


RMB’ million

Net cash flows (used in)/fromoperating activities . . . . . . . . . . . . . . — — (592) — 73

Net cash flows used in investingactivities . . . . . . . . . . . . . . . . . . . . — — (171) — (111)

Net cash flows from financingactivities . . . . . . . . . . . . . . . . . . . . — — 800 — 318

Net increase in cash and cashequivalents . . . . . . . . . . . . . . . . . . . — — 37 — 280

Wanda Commercial Properties (Group) Co., Limited


2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . — — 35.00% 35.00%

Current assets . . . . . . . . . . . . . . . . . . . . . . — — 1,296 4,194

Non-current assets . . . . . . . . . . . . . . . . . . . . — — 2,495 2,589

Current liabilities . . . . . . . . . . . . . . . . . . . . . — — (1,125) (2,119)

Non-current liabilities . . . . . . . . . . . . . . . . . . — — (1,608) (1,750)

Accumulated balances of NCI. . . . . . . . . . . . . — — 815 1,467


2011 2012 2013 2013 2014


RMB’ million

Revenue . . . . . . . . . . . . . . . . . . . . — — 161 — 70

Total other income/(expenses) . . . . . . — — (4) — 25

Profit/(loss) for the year/period . . . . . . — — 18 — (59)

Total comprehensive income/(loss) forthe year/period . . . . . . . . . . . . . . — — (6) — (43)




— I-104 —


2011 2012 2013 2013 2014


RMB’ million

Net cash flows used in operatingactivities . . . . . . . . . . . . . . . . . . . . — — (722) — (236)

Net cash flows used in investingactivities . . . . . . . . . . . . . . . . . . . . — — (267) — (193)

Net cash flows from financingactivities . . . . . . . . . . . . . . . . . . . . — — 1,044 — 2,512

Net increase in cash and cashequivalents . . . . . . . . . . . . . . . . . . . — — 55 — 2,083

Sunseeker International (Holdings) Limited


2011 2012 2013 2014


NCI percentage . . . . . . . . . . . . . . . . . . . . . . — — — 8.19%

Current assets . . . . . . . . . . . . . . . . . . . . . . — — — 1,008

Non-current assets . . . . . . . . . . . . . . . . . . . . — — — 2,668

Current liabilities . . . . . . . . . . . . . . . . . . . . . — — — (1,837)

Non-current liabilities . . . . . . . . . . . . . . . . . . — — — (519)

Accumulated balances of NCI. . . . . . . . . . . . . — — — 108

As Sunseeker International (Holdings) Limited was acquired at the end of June 2014, norevenue or cash flows was consolidated into the Financial Information.


— I-105 —

21. Deferred tax

Group

Revaluationof

investmentproperties

Landappreciation

tax

Profit ofpre-sales

and relatedcost ofsales

Fair valueadjustmentsarising from

businesscombination Others Total

RMB’ million RMB’ million RMB’ million RMB’ millionRMB’

millionRMB’

million

At 1 January 2011 . . . . . . . (9,627) 358 933 — 68 (8,268)

Deferred tax credited/(charged) to thestatement of profit orloss . . . . . . . . . . . . . . (3,452) 83 879 — 83 (2,407)

Acquisition of a subsidiary(note 38) . . . . . . . . . . . — (3) — — — (3)

At 31 December 2011and 1January 2012 . . . . . . . . (13,079) 438 1,812 — 151 (10,678)

Deferred tax credited/(charged) to thestatement of profit orloss . . . . . . . . . . . . . . (5,730) (14) 390 — 203 (5,151)

Acquisition of a subsidiary(note 38) . . . . . . . . . . . — — — — (15) (15)

At 31 December 2012 and 1January 2013 . . . . . . . . (18,809) 424 2,202 — 339 (15,844)

Deferred tax credited/(charged) to thestatement of profit orloss . . . . . . . . . . . . . . (4,286) 80 (338) — 574 (3,970)

Acquisition of subsidiaries(note 38) . . . . . . . . . . . — — — (480) 58 (422)

At 31 December 2013 and 1January 2014 . . . . . . . . (23,095) 504 1,864 (480) 971 (20,236)

Deferred tax credited/(charged) to thestatement of profit orloss . . . . . . . . . . . . . . (1,569) 301 275 31 (26) (988)

Acquisition of subsidiaries(note 38) . . . . . . . . . . . — — — (536) 203 (333)

At 30 June 2014 . . . . . . . . (24,664) 805 2,139 (985) 1,148 (21,557)


— I-106 —


2011 2012 2013 2014


Gross deferred tax liabilities . . . . . . . . . . . . . (13,223) (18,951) (23,612) (25,713)

Gross deferred tax assets . . . . . . . . . . . . . . . 2,545 3,107 3,376 4,156

(10,678) (15,844) (20,236) (21,557)

Deferred tax assets have not been recognised in respect of the following items.


2011 2012 2013 2014


Tax losses . . . . . . . . . . . . . . . . . . . . . . . . . 1,977 2,883 2,853 4,234

The above tax losses arising in Mainland China are available for offsetting against futuretaxable profit between one to five years. Deferred tax assets have not been recognised inrespect of the above items as it is not considered probable that taxable profits will be availableagainst which the above items can be utilised.

There are no income tax consequences attaching to the payment of dividends by theCompany to its shareholders.

22. Available-for-sale investments

Group


2011 2012 2013 2014


Unlisted equity investment, at cost . . . . . . . . . 10 10 37 35

Company


2011 2012 2013 2014


Unlisted equity investment, at cost . . . . . . . . . 10 10 37 35


— I-107 —

The unlisted equity investments are equity securities issued by private entitiesestablished in the Mainland China. Unlisted equity investments with a carrying amount ofRMB10 million, RMB10 million, RMB37 million and RMB35 million as at 31 December 2011,2012 and 2013 and 30 June 2014, respectively, were stated at cost less impairment becausethe range of reasonable fair values estimate is so significant that the Directors are of theopinion that their fair value cannot be measured reliably. The Group does not intend to disposeof them in the near future.

23. Inventories

Group


2011 2012 2013 2014


Raw materials . . . . . . . . . . . . . . . . . . . . . . . 30 30 30 36

Hotel Merchandise . . . . . . . . . . . . . . . . . . . . 63 19 23 26

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 20 4 6

97 69 57 68

Properties under development (a) . . . . . . . . . . 53,960 69,842 86,728 114,980

Completed properties held for sale (b) . . . . . . . 2,958 6,467 13,689 16,843

56,918 76,309 100,417 131,823

57,015 76,378 100,474 131,891

Company


2011 2012 2013 2014


Hotel Merchandise . . . . . . . . . . . . . . . . . . . . — 2 1 1

— 2 1 1

Completed properties held for sale(b) . . . . . . . 1,053 780 380 350

1,053 780 380 350

1,053 782 381 351


— I-108 —

(a) Properties under development

Group


2011 2012 2013 2014


Situated in:

Mainland China

Long term leases (over 50 years) . . . . . . . . . . 21,373 31,095 33,528 49,110

Medium term leases (from 10 to 50 years) . . . . 32,587 38,747 52,439 65,033

53,960 69,842 85,967 114,143

United Kingdom

Permanent . . . . . . . . . . . . . . . . . . . . . . . . . — — 761 837

— — 761 837

53,960 69,842 86,728 114,980

(b) Completed properties held for sale

Group


2011 2012 2013 2014


Situated in:

Mainland China

Long term leases (over 50 years) . . . . . . . . . . 1,124 2,371 2,777 3,798

Medium term leases(from 10 to 50 years) . . . . . . . . . . . . . . . . 1,834 4,096 10,912 13,045

2,958 6,467 13,689 16,843

Company


2011 2012 2013 2014


Situated in:

Mainland China

Medium term leases (from 10 to 50 years) . . . . 1,053 780 380 350

1,053 780 380 350


— I-109 —

The Group’s properties under development with a carrying amount of RMB 25,172 million,RMB 25,913 million, RMB 23,911 million and RMB 31,171 million as at 31 December 2011,2012 and 2013 and 30 June 2014 respectively, expected to be recovered within one year.

Certain properties under development of the Group and the Company were pledged tosecure bank borrowings granted to the Group and the Company details are set out in note 30.

24. Trade and bills receivables

Group


2011 2012 2013 2014


Trade receivables . . . . . . . . . . . . . . . . . . . . 294 333 227 566

Bill receivables . . . . . . . . . . . . . . . . . . . . . . 6 6 59 16

Impairment . . . . . . . . . . . . . . . . . . . . . . . . . (7) (6) (6) (21)

293 333 280 561

An aged analysis of the trade receivables of the Group as at the end of each of theRelevant Periods, based on the invoice date and net of impairment, is as follows:


2011 2012 2013 2014


Within 1 year . . . . . . . . . . . . . . . . . . . . . . . 208 309 249 185

Over 1 year . . . . . . . . . . . . . . . . . . . . . . . . 85 24 31 376

293 333 280 561

The movements in the provision for impairment of trade receivables are as follows:


30 June

2011 2012 2013 2014


At beginning of year/period . . . . . . . . . . 2 7 6 6

Impairment losses recognised . . . . . . . . 5 6 — 15

Amount written off as uncollectible . . . . . — (6) — —

Impairment losses reversed . . . . . . . . . . — (1) — —

At end of year/period . . . . . . . . . . . . . . 7 6 6 21


— I-110 —

The aged analysis of trade receivables that are not individually nor collectivelyconsidered to be impaired is as follows:

Year ended 31 December

Six monthsended

30 June

2011 2012 2013 2014


Neither past due nor impaired . . . . . . . . . . . . — — — —

— — — —

Company


2011 2012 2013 2014


Trade receivables . . . . . . . . . . . . . . . . . . . . 5 6 7 269

Impairment . . . . . . . . . . . . . . . . . . . . . . . . . — — — —

5 6 7 269

An aged analysis of the trade receivables of the Company as at the end of each of theRelevant Periods, based on the invoice date and net of impairment, is as follows:


2011 2012 2013 2014


Within 1 year . . . . . . . . . . . . . . . . . . . . . . . 5 3 6 262

Over 1 year . . . . . . . . . . . . . . . . . . . . . . . . — 3 1 7

5 6 7 269

The Group’s trade receivables are mainly due from the tenants and the credit periods tothe tenants are generally one year. The Group has strict credit control policy and seeks tomaintain strict control over its outstanding receivables.


— I-111 —

25. Prepayments, deposits and other receivables

Group


2011 2012 2013 2014


Prepayments. . . . . . . . . . . . . . . . . . . . . . . . 8,155 7,619 5,541 6,380

Other receivables . . . . . . . . . . . . . . . . . . . . 5,635 9,173 10,366 13,795

Due from the Parent and the Parent’sassociates and the Company’s fellowsubsidiaries . . . . . . . . . . . . . . . . . . . . . . 1 1,659 2,592 85

Due from companies controlled by the ultimatecontrolling shareholder . . . . . . . . . . . . . . . 1 1 — —

Entrusted loan. . . . . . . . . . . . . . . . . . . . . . . — — 200 200

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . 118 90 94 250

Impairment . . . . . . . . . . . . . . . . . . . . . . . . . (54) (89) (139) (124)

13,856 18,453 18,654 20,586

None of the above is past due. The financial assets included in the above balancesrelated to receivables for which had no recent history of default.

The aging of other receivables, due from the Parent and the Parent’s associates and theCompany’s fellow subsidiaries, due from companies controlled by the ultimate controllingshareholder is mainly within one year.

The aging of entrusted loan is as follow:


2011 2012 2013 2014


Within 1 year . . . . . . . . . . . . . . . . . . . . . . . — — 200 —

Over 1 year . . . . . . . . . . . . . . . . . . . . . . . . — — — 200

— — 200 200


— I-112 —

The movements in the provision for impairment of other receivables are as follows:


30 June

2011 2012 2013 2014



Impairment losses recognised . . . . . . . . 11 35 51 —

Amount written off as uncollectible . . . . . — — (1) —

Impairment losses reversed . . . . . . . . . . — — — (15)


Company


2011 2012 2013 2014


Prepayments. . . . . . . . . . . . . . . . . . . . . . . . 1,308 1,370 1,359 1,377

Other receivables . . . . . . . . . . . . . . . . . . . . 1,456 2,918 3,647 3,989

Due from the Parent and the Parent’sassociates and the Company’s fellowsubsidiaries . . . . . . . . . . . . . . . . . . . . . . . — 1,558 2,581 —

Due from subsidiaries . . . . . . . . . . . . . . . . . . 14,298 15,643 16,656 25,307

Dividend receivable . . . . . . . . . . . . . . . . . . . 110 1,413 2,178 2,735

Impairment . . . . . . . . . . . . . . . . . . . . . . . . . (216) (355) (608) (565)

16,956 22,547 25,813 32,843

The movements in the provision for impairment of other receivables are as follows:


30 June

2011 2012 2013 2014



Impairment losses recognised . . . . . . . . 75 139 253 —

Impairment losses reversed . . . . . . . . . — — — (43)



— I-113 —

26. Derivative financial instrument

Group


2011 2012 2013 2014


Right of redemption . . . . . . . . . . . . . . . . . . . N/A N/A 19 28

According to the terms of the convertible bonds issued by Wanda Commercial, asubsidiary acquired by the Group in June 2013, Wanda Commercial has the right at any timeto redeem the whole or any part of the outstanding convertible bonds at their face value. Theoption to redeem the convertible bonds is considered as a derivative financial instrument of theGroup and revalued at each reporting date. As at 31 December 2013 and 30 June 2014, thefair values of the redemption right were approximately RMB19 million and RMB 28 million,respectively. Details of the convertible bonds issued by Wanda Commercial are set out in note33.

27. Cash and cash equivalents

Group

As at 31 December

As at 30

June

2011 2012 2013 2014

Notes RMB’ million RMB’ million RMB’ million RMB’ million

Cash and bank balances . . . . . . . . . . . . . (a) 46,260 50,716 73,664 80,809

Less: Restricted cash

- Government regulation fund . . . . . . . . (b) (352) (444) (2,458) (3,484)

- Pledged for bank loans . . . . . . . . . . . (572) (496) (432) (330)

- Pledged for others . . . . . . . . . . . . . . (1,288) (1,191) (1,249) (2,234)

(2,212) (2,131) (4,139) (6,048)

Cash and cash equivalents . . . . . . . . . . . 44,048 48,585 69,525 74,761

(a) The cash and bank balances of the Group denominated in RMB amounted toRMB46,259 million, RMB50,714 million, RMB70,215 million and RMB75,909 millionat 31 December 2011, 2012, 2013, and 30 June 2014 respectively. The RMB is notfreely convertible into other currencies, however, under the Mainland China’sForeign Exchange Control Regulations and Administration of Settlement, Sale andPayment of Foreign Exchange Regulations, the Group is permitted to exchange RMBfor other currencies through banks authorised to conduct foreign exchangebusiness. Cash at banks earns interest at floating rates based on daily bank depositrates.


— I-114 —

(b) In accordance with the requirement of the Local Construction Committees, certainproperty development companies are required to place the proceeds received forpre-sale of properties in designated bank accounts for the construction of relatedproperty projects. The deposits can only be used for purchases of constructionmaterials and payments of construction fees for the related property projects uponthe approval of the local Construction Committees. Such deposits will be releasedaccording to the completion status of the related property projects.

Company

As at 31 December

As at 30

June

2011 2012 2013 2014

Notes RMB’ million RMB’ million RMB’ million RMB’ million

Cash and bank balances . . . . . . . . . . . . . (a) 12,924 7,373 10,202 7,082

Less: Restricted cash

- Pledged for others . . . . . . . . . . . . . . — — (174) (249)

— — (174) (249)

Cash and cash equivalents . . . . . . . . . . . 12,924 7,373 10,028 6,833

(a) The cash and bank balances of the Company are denominated in RMB.

28. Trade and bills payables

An aged analysis of the trade and bills payables at the end of each of the RelevantPeriods, based on the invoice date, is as follows:

Group


2011 2012 2013 2014


Within 1 year . . . . . . . . . . . . . . . . . . . . . . . 19,323 22,680 31,556 32,377

1 to 2 years . . . . . . . . . . . . . . . . . . . . . . . . 1,285 2,770 2,274 2,479

Over 2 years. . . . . . . . . . . . . . . . . . . . . . . . 174 212 798 527

20,782 25,662 34,628 35,383


— I-115 —

Company


2011 2012 2013 2014


Within 1 year . . . . . . . . . . . . . . . . . . . . . . . 516 289 36 17

1 to 2 years . . . . . . . . . . . . . . . . . . . . . . . . 32 92 53 1

Over 2 years. . . . . . . . . . . . . . . . . . . . . . . . 9 13 45 78

557 394 134 96

The trade payables are non-interest-bearing and are normally settled based on theprogress of the construction of property projects.

29. Other payables and accruals

Group


2011 2012 2013 2014


Advance from customers . . . . . . . . . . . . . . . . 71,275 94,070 104,273 131,113

Staff costs payables . . . . . . . . . . . . . . . . . . . 617 912 1,311 809

Interest payable. . . . . . . . . . . . . . . . . . . . . . 316 308 405 712

Other taxes payable . . . . . . . . . . . . . . . . . . . 79 107 133 265

Other payables . . . . . . . . . . . . . . . . . . . . . . 8,613 8,475 10,887 12,047

80,900 103,872 117,009 144,946

Company


2011 2012 2013 2014


Advance from customers . . . . . . . . . . . . . . . . 210 369 111 120

Staff costs payables . . . . . . . . . . . . . . . . . . . 49 116 136 43

Interest payable. . . . . . . . . . . . . . . . . . . . . . 161 73 73 186

Other taxes payable . . . . . . . . . . . . . . . . . . . 28 46 53 35

Other payables . . . . . . . . . . . . . . . . . . . . . . 1,694 1,520 431 1,148

Due to the Company’s subsidiaries . . . . . . . . . 51,161 62,724 89,089 103,367

53,303 64,848 89,893 104,899

Other payables are non-interest-bearing and have no fixed terms for repayment.


— I-116 —

30. Interest-bearing bank and other borrowings

Group


2011 2012 2013 2014


Current:

Bank loans-secured and guaranteed . . . . . . . . 670 198 607 477

Other loans-secured and guaranteed . . . . . . . 7,955 2,880 3,473 1,500

Other loans-unsecured . . . . . . . . . . . . . . . . . — 2,500 400 6,149

Current portion of long term bank loans-securedand guaranteed . . . . . . . . . . . . . . . . . . . . 6,886 11,197 8,547 11,577

Current portion of long term otherloans-secured and guaranteed . . . . . . . . . . 600 4,906 7,989 14,481

Current portion of long term otherloans-unsecured . . . . . . . . . . . . . . . . . . . . 500 — — —

16,611 21,681 21,016 34,184

Non-current:

Bank loans-secured and guaranteed . . . . . . . . 50,230 61,568 81,995 108,415

Bank loans-unsecured . . . . . . . . . . . . . . . . . — — 200 190

Other loans-secured and guaranteed . . . . . . . . 2,906 8,979 26,107 28,573

Other loans-unsecured . . . . . . . . . . . . . . . . . — 1,000 1,000 1,000

53,136 71,547 109,302 138,178

69,747 93,228 130,318 172,362

Group


2011 2012 2013 2014


Repayable:

Within one year or on demand . . . . . . . . . . . . 16,611 21,681 21,016 34,184

Over one year but within two years . . . . . . . . . 14,973 20,193 35,796 46,841

Over two years but within five years . . . . . . . . 22,207 23,739 26,220 43,100

Beyond five years . . . . . . . . . . . . . . . . . . . . 15,956 27,615 47,286 48,237

69,747 93,228 130,318 172,362


— I-117 —

Bank and other borrowings bear interests at fixed rates and floating rates. The Group’sbank and other borrowings bear effective interest rates ranging as follows:


2011 2012 2013 2014

Effective interest rates . . . . . . . . . . . . . . . . . 4.86%-13.3% 5.04%-13.7% 1.41%-13.4% 1.41%-12.6%

Assets that have been pledged as collateral to secure bank and other borrowing are asfollows:


2011 2012 2013 2014


Pledged bank deposits (note 27) . . . . . . . . . . . 572 496 432 330

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . 20,428 20,210 25,148 37,405

Prepaid land lease payments . . . . . . . . . . . . . 2,596 3,110 2,307 5,412

Investment properties . . . . . . . . . . . . . . . . . 78,172 133,858 180,233 170,506

Property, plant and equipment . . . . . . . . . . . . 12,742 12,042 17,951 13,904

114,510 169,716 226,071 227,557

Company


2011 2012 2013 2014


Current:

Bank loans-secured and guaranteed . . . . . . . . 600 — — —

Other loans-secured and guaranteed . . . . . . . . 7,705 780 1,500 500

Other loans-unsecured . . . . . . . . . . . . . . . . . — 1,900 — 5,950

Current portion of long term bank loans-securedand guaranteed . . . . . . . . . . . . . . . . . . . . 1,200 — — —

Current portion of long term otherloans-secured and guaranteed . . . . . . . . . . 600 4,106 4,639 6,389

Current portion of long term otherloans-unsecured . . . . . . . . . . . . . . . . . . . . 500 — 502 —

10,605 6,786 6,641 12,839

Non-current:

Bank loans-secured and guaranteed . . . . . . . . 1,480 3,400 2,455 2,415

Other loans-secured and guaranteed . . . . . . . . 2,106 4,799 10,145 11,145

Other loans-unsecured . . . . . . . . . . . . . . . . . — 1,600 1,600 1,000

3,586 9,799 14,200 14,560

14,191 16,585 20,841 27,399


— I-118 —

Company


2011 2012 2013 2014


Repayable:

Within one year or on demand . . . . . . . . . . . . 10,605 6,786 6,641 12,839

Over one year but within two years . . . . . . . . . 2,106 5,299 7,785 10,028

Over two years but within five years . . . . . . . . — 3,300 3,960 2,117

Beyond five years . . . . . . . . . . . . . . . . . . . . 1,480 1,200 2,455 2,415

14,191 16,585 20,841 27,399

Bank and other borrowings bear interests at fixed rates and floating rates. The Company’sbank and other borrowings bear effective interest rates ranging as follows:


2011 2012 2013 2014

Effective interest rates . . . . . . . . . . . . . . . . . 5.4%-12.7% 6.94%-13.7% 6.55%-13.4% 7.05%-12.6%

Assets that have been pledged as collateral to secure bank and other borrowing are asfollows:


2011 2012 2013 2014


Inventories . . . . . . . . . . . . . . . . . . . . . . . . 1,053 — — —

Prepaid land lease payments . . . . . . . . . . . . . 335 302 293 289

Investment properties . . . . . . . . . . . . . . . . . 905 1,452 1,470 1,415

Property, plant and equipment . . . . . . . . . . . . 794 999 986 972

3,087 2,753 2,749 2,676

(a) Certain subsidiaries in the Mainland China which are engaged in development of realestate projects have entered into fund arrangements with certain financialinstitutions (the “Trustees”), pursuant to which the Trustees raised trust funds andinjected the funds to these subsidiaries. All the funds bear fixed interest rates, havefixed repayment terms, and are secured by equity interests of these subsidiaries.The share of net assets in connection with the secured equity interests wereapproximately RMB8,751 million, RMB7,835 million, RMB16,896 million andRMB30,997 million as at 31 December 2011, 2012 and 2013 and 30 June 2014respectively.

The Company has certain funds from the Trustees secured by equity interests ofcertain subsidiaries. The share of net assets in connection with the secured equityinterests were approximately RMB8,751 million, RMB7,835 million, RMB16,295million and RMB21,538 million as at 31 December 2011, 2012 and 2013 and 30 June2014 respectively.


— I-119 —

(b) The Group’s secured and guaranteed bank and other loans include guaranteed bankloan of RMB4,620 million, RMB6,566 million, RMB8,179 million and RMB13,414million (including current portion of RMB611 million, RMB884 million, RMB680million and RMB2,257 million and non-current portion of RMB4,009 million,RMB5,682 million, RMB7,499 million and RMB11,157 million) and guaranteed otherloans of RMB1,426 million, RMB4,827 million, RMB10,562 million and RMB11,497million (including current portion of RMB1,426 million, RMB2,900 million, RMB1,600million and RMB4,312 million and non-current portion of nil, RMB1,927 million,RMB8,962 million and RMB7,185 million) as at 31 December 2011, 2012 and 2013and 30 June 2014 respectively. The Company’s guaranteed loans only are otherloans, amounted to RMB1,176 million, RMB750 million, RMB750 million andRMB750 million (including current portion of RMB1,176 million, nil, RMB750 millionand RMB750 million and non-current portion of nil, RMB750 million, nil and nil) as at31 December 2011, 2012 and 2013 and 30 June 2014, respectively.

31. Government grants

Group


30 June

2011 2012 2013 2014

RMB’ million RMB’ million RMB’ million RMB’ millionCarrying amount at the beginning of

year/period . . . . . . . . . . . . . . . . . . . — — 325 756

Additions during the year/period . . . . . . . 1,358 2,067 3,726 830

Recognised as income during theyear/period . . . . . . . . . . . . . . . . . . . (1,358) (1,742) (3,295) (308)

Carrying amount at the end ofyear/period . . . . . . . . . . . . . . . . . . . — 325 756 1,278

Current portion . . . . . . . . . . . . . . . . . . — (191) (450) (487)

Non-current portion . . . . . . . . . . . . . . . — 134 306 791

Company


30 June

2011 2012 2013 2014

RMB’ million RMB’ million RMB’ million RMB’ millionCarrying amount at the beginning of

year/period . . . . . . . . . . . . . . . . . . . — — — —

Additions during the year/ period . . . . . . 38 90 43 —

Recognised as income during the year/period . . . . . . . . . . . . . . . . . . . . . . (38) (90) (43) —

Carrying amount at the end ofyear/period . . . . . . . . . . . . . . . . . . . — — — —


— I-120 —

Government grants received by the Group as financial subsidies were recognised asincome over the periods necessary to match the grants on a systematic basis to the costs thatthey were intended to compensate. There are no unfulfilled conditions or contingenciesrelating to the grants.

32. Tax payable and prepaid tax

Group


2011 2012 2013 2014


LAT payable . . . . . . . . . . . . . . . . . . . . . . . . 2,881 3,071 2,948 2,751

CIT payable . . . . . . . . . . . . . . . . . . . . . . . . 2,705 2,639 4,213 1,596

Prepaid LAT . . . . . . . . . . . . . . . . . . . . . . . . (1,271) (2,676) (2,762) (4,430)

Prepaid CIT . . . . . . . . . . . . . . . . . . . . . . . . (485) (447) (449) (566)

3,830 2,587 3,950 (649)

Company


2011 2012 2013 2014


LAT payable . . . . . . . . . . . . . . . . . . . . . . . . 55 60 60 372

CIT payable . . . . . . . . . . . . . . . . . . . . . . . . 6 6 6 6

Prepaid LAT . . . . . . . . . . . . . . . . . . . . . . . . (18) (71) — —

43 (5) 66 378

33. Convertible bonds

As at 30 June 2014, the convertible bonds of Wanda Commercial with a principal amountof HK$112,000,000 were held by Mr. Chen Chang Wei (“Mr. Chen”, a non-controllingshareholder of Wanda Commercial) and his family. The convertible bonds were secured by theshares of Amazing Wise Limited, a subsidiary of the Group.

The rights of the convertible bond holders to convert the convertible bonds into ordinaryshares of Wanda Commercial are as follows:

(a) Conversion rights are exercisable at any time up to maturity at the option of theconvertible bond holders.

(b) Pursuant to the terms of the convertible bonds, the conversion price and the numberof shares to be issued upon exercise of the subscription rights attached to theconvertible bonds have been adjusted as a result of a rights issue in January 2011.Wanda Commercial was required to issue ordinary shares at HK$0.334 per share(originally HK$0.5 per share before the rights issue of Wanda Commercial in January


— I-121 —

2011). Wanda Commercial announced a rights issue in December 2013 and dealingsof shares issued under the rights issue commenced in January 2014. As a result ofthe rights issue in January 2014, the conversion price of the convertible bonds wasadjusted to HK$0.326 per share accordingly.

According to the terms of the convertible bonds, if the convertible bond holders’conversion rights have not been exercised or the convertible bonds have not beenrepurchased or redeemed up to the maturity date of 20 January 2018, Wanda Commercial willredeem the convertible bonds at face value on that day.

The liability and equity component of convertible bonds recognised in the consolidatedstatements of financial position are analysed as follows:


30 June

2011 2012 2013 2014

RMB’million RMB’million RMB’million RMB’millionNominal value of convertible bonds at the

beginning of year/period . . . . . . . . . . — — — 66

Acquisition of a subsidiary . . . . . . . . . . . — — 66 —

Equity component . . . . . . . . . . . . . . . . — — (5) (5)

Liability component . . . . . . . . . . . . . . . — — 61 61

Interest expense . . . . . . . . . . . . . . . . . — — 7 4

Exchange realignment . . . . . . . . . . . . . — — (7) 11

At the end of year/period. . . . . . . . . . . . — — 61 76

34. Guaranteed bonds


2011 2012 2013 2014

RMB’ million RMB’ million RMB’ million RMB’ millionGuaranteed bonds due 2018, listed . . . . — — 3,614 3,619

Guaranteed bonds due 2024, listed . . . . — — — 3,631

— — 3,614 7,250

On 21 November 2013, a subsidiary of the Group issued guaranteed bonds with due datein November 2018 (“GB2018 Bonds”) in an aggregate principal amount of US$600 million. TheGB2018 Bonds were admitted to the Official List of the Hong Kong Exchange SecuritiesTrading Limited. The GB2018 Bonds bear interest at a rate of 4.875% per annum, payable inarrear half-yearly on 21 May and 21 November of each year, commencing on 21 May 2014.

On 30 January 2014, a subsidiary of the Group issued guaranteed bonds with due datein January 2024 (“GB2024 Bonds”) in an aggregate principal amount of US$600 million. TheGB2024 Bonds bear interest at a rate of 7.25% per annum, payable in arrear half-yearly on 29January and 29 June of each year, commencing on 29 July 2014.


— I-122 —

35. Issued capital


2011 2012 2013 2014


Registered, issued and fully paid: . . . . . . . . . . 3,736 3,736 3,736 3,736

During the Relevant Periods, there were no movements in issued capital.

36. Reserves

Group

(a) Share premium

Included in share premium are reserves resulting from the amount subscribed for issuedcapital in excess of nominal value.

(b) Capital reserve

Capital reserve comprises mainly the difference arising from changes in ownershipinterests in subsidiaries which do not result in change of control.

(c) Revaluation reserve

The property revaluation reserve arose from the transfer of owner-occupied properties toinvestment properties at the date of change in use.

(d) Statutory reserve

In accordance with the PRC Company Law and the articles of association of theCompany, the Company is required to appropriate 10% of its net profits after tax, asdetermined under the Chinese Accounting Standards, to the statutory surplus reserve until thereserve balance reaches 50% of its registered capital. Subject to certain restrictions set out inthe relevant PRC regulations and in the articles of association of the Company, the statutorysurplus reserve may be used either to offset losses, or to be converted to increase sharecapital provided that the balance after such conversion is not less than 25% of the registeredcapital of the Company. The reserve cannot be used for purposes other than those for whichit is created and is not distributable as cash dividends.


— I-123 —

Company

Capitalreserve

Statutoryreserve

Retainedprofits Total reserve


At 1 January 2011 . . . . . . . . . . . . . . . . . . . . 31 143 843 1,017

Profit for the year . . . . . . . . . . . . . . . . . . . . — — 5,046 5,046

Total comprehensive income for the year . . . . . — — 5,046 5,046

Acquisition of subsidiaries . . . . . . . . . . . . . . . (31) — (1,810) (1,841)

Transfer from retained profits . . . . . . . . . . . . . — 505 (505) —

At 31 December 2011 . . . . . . . . . . . . . . . . . . — 648 3,574 4,222

At 1 January 2012 . . . . . . . . . . . . . . . . . . . . — 648 3,574 4,222




Dividend declared and paid . . . . . . . . . . . . . . — — (1,980) (1,980)

At 31 December 2012 . . . . . . . . . . . . . . . . . . — 1,133 5,959 7,092

At 1 January 2013 . . . . . . . . . . . . . . . . . . . . — 1,133 5,959 7,092





At 31 December 2013 . . . . . . . . . . . . . . . . . . — 1,565 7,844 9,409

At 1 January 2014 . . . . . . . . . . . . . . . . . . . . — 1,565 7,844 9,409

Profit for the period . . . . . . . . . . . . . . . . . . . — — 5,327 5,327

Total comprehensive income for the period . . . — — 5,327 5,327


At 30 June 2014 . . . . . . . . . . . . . . . . . . . . . — 1,565 11,172 12,737

37. Business combinations under common control

Pursuant to the agreements signed on 5 January 2011, the Company acquired 100%equity interests in Sichuan Wanda Hotel Management Co., Ltd. (“Sichuan Wanda”) and BeijingWanda Plaza Real Estate Development Co., Ltd. (“Beijing Wanda”) from the Parent. TheCompany paid cash consideration of approximately RMB182 million and RMB1,753 million forSichuan Wanda and Beijing Wanda respectively during the year. These considerations werebased on the values asserted on 31 March 2010. Sichuan Wanda is engaged in hotelmanagement, while Beijing Wanda is mainly engaged in property development.


— I-124 —

38. Acquisition of subsidiaries

(a) Acquisition of Guangzhou Wannuo Investment Management Co. Ltd. (“GuangzhouWannuo”)

On 22 December 2011, the Group acquired 100% equity interest in Guangzhou Wannuofrom a third party, Guangzhou Panyu Information Technology Investment and DevelopmentCo., Ltd. for a cash consideration of RMB 1,635 million. The principal activities of GuangzhouWannuo are investment, property development and hotel management in Mainland China. TheDirectors consider the acquisition could expand the Group’s existing scale of operation andenlarge the Group’s market presence.

The fair values of the identifiable assets and liabilities of Guangzhou Wannuo as at thedate of acquisition were as follows:

Fair value recognised onacquisition

RMB’million

Completed properties held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 982

Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715

Trade payables, other payables, and accruals . . . . . . . . . . . . . . . . . . . . . . . . . (59)

Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3)

Total identifiable net assets at fair value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,635

Satisfied by:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,635

An analysis of the net cash flow in respect of the acquisition of Guangzhou Wannuo is asfollows:

RMB’million

Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,635

Cash and bank balances acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Net cash outflow included in cash flows from investing activities . . . . . . . . . . . . . 1,635

Since the acquisition, Guangzhou Wannuo had no contribution to the Group’s revenueand profit for the year ended 31 December 2011.

Had the combination taken place on 1 January 2011, the Group’s revenue and profit forthe year ended 31 December 2011 would have been RMB50,772 million and RMB19,773million respectively.


— I-125 —

(b) Acquisition of Xishuangbanna International Resort Development Co. Ltd.(“Xishuangbanna International”)

On 20 December 2012, the Group acquired 30.77% equity interest in XishuangbannaInternational from the Parent for a cash consideration of RMB408 million. As the Parentobtained controlling equity interest at April of 2012 and the Parent’s control overXishuangbanna International was transitory, this acquisition is treated as businesscombination, rather than that under common control. The Group further increased its equityinterest to 55% by injecting additional capital of RMB700 million into XishuangbannaInternational before the end of 2012. The principal activities of Xishuangbanna Internationalare resort development and management in Mainland China. The Directors consider theacquisition could expand the Group’s existing scale of operation and enlarge the Group’smarket presence. The non-controlling interests were measured at their proportionate share ofXishuangbanna International’s identifiable net assets.

The fair values of the identifiable assets and liabilities of Xishuangbanna International asat the date of acquisition were as follows:


RMB’million

Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 882

Trade receivables, prepayments and other receivables* . . . . . . . . . . . . . . . . . . . 681

Completed properties held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,078


Prepaid land lease payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137


Interest bearing bank and other borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . (115)


Total identifiable net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,987

Non-controlling interests at proportionate share of identifiable net assets . . . . . . . (879)

1,108

Satisfied by:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,108

An analysis of the net cash flow in respect of the acquisition of XishuangbannaInternational is as follows:

RMB’million

Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,108

Cash and bank balances acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (882)

Net cash outflow included in cash flows from investing activities . . . . . . . . . . . . . 226

* The fair values of the trade receivables and other receivables equal the gross contractual amounts, all of whichare expected to be collectible.


— I-126 —

Since the acquisition, Xishuangbanna International had no contribution to the Group’srevenue and profit for the year ended 31 December 2012.


(c) Acquisition of Wanda Commercial

On 25 June 2013, the Group acquired 65% equity interest in Wanda Commercial and itsconvertible bonds with a nominal value of HK$209 million from a third party for a total cashconsideration of HK$675 million (equivalent to RMB536 million). The principal activities ofWanda Commercial are property development and investment. The Directors consider theacquisition could expand the Group’s existing scale of operation and enlarge the Group’smarket reputation. The non-controlling interests were measured at their proportionate share ofWanda Commercial’s identifiable net assets plus the fair value of the equity component of theconvertible bonds held by non-controlling shareholders.

The fair values of the identifiable assets and liabilities of Wanda Commercial as at thedate of acquisition were as follows:


RMB’million


Trade receivables, prepayments and other receivables* . . . . . . . . . . . . . . . . . . . 47

Completed properties held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 553


Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,980

Prepaid land lease payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

Derivative financial instrument . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Trade payables, other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . (733)

Interest bearing bank and other borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . (49)

Tax payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (402)

Convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (61)


Total identifiable net assets at fair value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,062

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (813)

Goodwill on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287

536

Satisfied by:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 536

The goodwill was generated mainly due to the expected synergies from combiningoperations of Wanda Commercial.


— I-127 —

An analysis of the net cash flow in respect of the acquisition of Wanda Commercial is asfollows:

RMB’million

Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 536



* The fair values of the trade receivables and other receivables equal the gross contractual amounts, all of which

are expected to be collectible.

Since the acquisition, Wanda Commercial has contributed RMB150 million to the Group’srevenue and RMB16 million to the consolidated profit for the year ended 31 December 2013.


(d) Acquisition of Dalian Yifang Commercial Investment Co., Ltd. (“Dalian Yifang”)

On 31 August 2013, the Group acquired 100% equity interest in Dalian Yifang from anindependent third party for a cash consideration of RMB20 million. The principal activities ofDalian Yifang are property development and investment. The Directors consider theacquisition could expand the Group’s existing scale of operation and enlarge the Group’smarket presence.

The fair values of the identifiable assets and liabilities of Dalian Yifang as at the date ofacquisition were as follows:


RMB’millionCash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170


Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18)

Total identifiable net assets at fair value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

Gain on bargain purchase recognised in other income and gains . . . . . . . . . . . . (75)

20

Satisfied by:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

An analysis of the net cash flow in respect of the acquisition of Dalian Yifang is as follows:

RMB’million



Net cash inflow from acquisition of the subsidiary . . . . . . . . . . . . . . . . . . . . . . (11)


— I-128 —

Since the acquisition, Dalian Yifang has contributed RMB6 million to the Group’s revenueand RMB2 million to the consolidated profit for the year ended 31 December 2013.

Had the combination taken place on 1 January 2013, the Group’s revenue and the profitfor the year ended 31 December 2013 would have been RMB86,783 million and RMB24,886million respectively.

(e) Acquisition of 大連金石文化旅游投資有限公司 (“Dalian Jinshi”)

In May 2013, the Group acquired 5% of registered capital in Dalian Jinshi from a thirdparty for a cash consideration of RMB123 million. In June 2013, pursuant to the capitalcontribution agreement, the Group agreed to make a capital contribution of RMB700 millioninto Dalian Jinshi by September 2016, representing 35% of registered capital. On 31 March2014, the Group acquired 40% of registered capital in Dalian Jinshi from the Parent for a cashconsideration of RMB843 million. As the Parent obtained controlling equity interest at May of2013 and the Parent’s control over Dalian Jinshi was transitory, this acquisition is treated asbusiness combination, rather than that under common control. Accordingly, Dalian Jinshibecame a subsidiary upon completion of the acquisition, whose principal activities are resortdevelopment and operation. The acquisition-date fair value of the previously hold equityinterest in Dalian Jinshi was RMB 106 million, with a remeasurement loss of RMB 8 millionrecognised in other expenses during the six months ended 30 June 2014. The non-controllinginterests were measured at their proportionate share of Dalian Jinshi’s identifiable net assets.

The fair values of the identifiable assets and liabilities of Dalian Jinshi as at the date ofacquisition were as follows:


RMB’million


Trade receivables, prepayments and other receivables **. . . . . . . . . . . . . . . . . . 84

Properties under development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,206


Prepaid land lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159

Trade payables, other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . (1,538)

Interest-bearing bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (500)



Non-controlling interests at proportionate share of identifiable net assets . . . . . . . —

948

Satisfied by:

Fair value of the previously held 11.11% equity interest in Dalian Jinshi * . . . . . . . 105

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 843


— I-129 —

An analysis of the net cash flow in respect of the acquisition of Dalian Jinshi is as follows:

RMB’million




* Equity interest 11.11% was calculated based on the paid-in capital.

** The fair values of the trade receivables and other receivables equal the gross contractual amounts, all of which

are expected to be collectible.

Since the acquisition, Dalian Jinshi has contributed RMB29 million to the Group’s revenueand a loss of RMB9 million to the consolidated profit for the six months ended 30 June 2014.

Had the combination taken place on 1 January 2014, the Group’s revenue and profit forsix months ended 30 June 2014 would have been RMB23,251 million and RMB4,910 million.

(f) Acquisition of Wanda Yacht Investment (Jersey) Company Limited (“WandaJersey”)

On 6 January 2014, the Group entered into an agreement with the Parent, pursuant towhich the Group acquired from the Parent its 100% equity interest in Wanda Jersey and itsshareholder’s loan to Wanda Jersey for a total consideration of RMB3,197 million.Theconsideration allocated to the equity interest in Wanda Jersey is approximately RMB42 millionand the acquisition was completed by 30 June 2014. As the Parent obtained controlling equityinterest at August of 2013 and the Parent’s control over Wanda Jersey was transitory, thisacquisition is treated as business combination, rather than that under common control. Theprincipal activity of Wanda Jersey is investment holding which holds 91.81% equity interest inSunseeker International (Holdings) Limited(“Sunseeker”), a subsidiary acquired by WandaJersey from a third party in August 2013. The principal activities of Sunseeker are productionand sales of luxury yachts.The Directors consider the acquisition could expand the Group’sexisting business and scale of operation. The non-controlling interests were measured at theirproportionate share of Sunseeker’s identifiable net assets.


— I-130 —

The identification and determination of fair values of the identifiable assets and liabilitiesof Wanda Jersey including Sunseeker as at the acquisition date of 30 June 2014 was notfinalized and hence, the following amounts recognized in the Group’s consolidated financialstatements were on provisional basis.


RMB’millionCash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226Trade receivables, prepayments and other receivables** . . . . . . . . . . . . . . . . . . 689Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 517Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270Other intangible assets* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,353Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44Trade payables, other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . (1,151)Due to the Parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,155)Interest-bearing bank borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (314)Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (469)Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3)

Non-controlling interests of Sunseeker at proportionate share of identifiable netassets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (108)

Total identifiable net liabilities at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,101)Goodwill on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,143

42

Satisfied by:Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

The goodwill of RMB1,143 million recognized above is due to the new markets entered bythe Group to achieve the business diversification. The above factor is neither separable norcontractual and therefore do not meet the criteria for recognition as intangible assets underHKAS 38 Intangible Assets. None of the goodwill recognised is expected to be deductible forincome tax purposes.

An analysis of the net cash flow in respect of the acquisition of Wanda Jersey (includingSunseeker) is as follows:

RMB’million

Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42Cash and bank balances acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (226)

Net cash inflow included in cash flows from investing activities . . . . . . . . . . . . . . (184)

* The other intangible assets of Wanda Jersey mainly comprise brand, technology and businessrelationship.

** The fair values of the trade receivables and other receivables equal the gross contractual amounts, all ofwhich are expected to be collectible.


— I-131 —

Since the acquisition, Wanda Jersey had no contribution to the Group’s revenue and profitfor the six months ended 30 June 2014.

Had the combination taken place on 1 January 2014, the Group’s revenue and profit forthe six months ended 30 June 2014 would have been RMB23,368 million and RMB4,810million.

(g) Acquisition of 北京歐蘭特餐飲娛樂有限公司 (“Oulante Catering”)

On 30 June 2014, the Group acquired 100% equity interest in Oulante Catering from Ms.Lin Ning and Mr. Wang Sicong, the family members of Wang Jianlin, for a nominalconsideration of RMB 1. The principal activity of Oulante Catering is provision of cateringservices. The Directors consider the acquisition could expand the Group’s existing scale ofoperation.

The fair values of the identifiable assets and liabilities of Oulante Catering as at the dateof acquisition were as follows:


RMB’million


Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7)

Tax payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1)


Gain on bargain purchase recognised in other income and gains . . . . . . . . . . . . (2)

—

Satisfied by:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

An analysis of the net cash flow in respect of the acquisition of Oulante Catering is asfollows:

RMB’million

Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —


Net cash inflow included in cash flows from investing activities . . . . . . . . . . . . . . (9)

Since the acquisition, Oulante Catering had no contribution to the Group’s revenue andprofit for the six months ended 30 June 2014.


— I-132 —

Had the combination taken place on 1 January 2014, the Group’s revenue and profit forthe six months ended 30 June 2014 would have been RMB 23,260 million and RMB 4,926million.

(h) Acquisition of 北京歐蘭特企業管理有限公司 (“Oulante Management”)

on 30 June 2014, the Group acquired 100% equity interest in Oulante Management fromMs. Lin Ning and Mr. Wang Sicong, the family members of Wang Jianlin for a consideration ofnil. The principal activity of Oulante Management is business administration. The Directorsconsider the acquisition could expand the Group’s existing scale of operation.

The fair values of the identifiable assets and liabilities of Oulante Management as at thedate of acquisition were as follows:


RMB’million

Trade receivables, prepayments and other receivables . . . . . . . . . . . . . . . . . . . 1


Total identifiable net assets at fair value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Satisfied by:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

An analysis of the net cash flow in respect of the acquisition of Oulante Management isas follows:

RMB’million

Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Cash and bank balances acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Net cash inflow included in cash flows from investing activities . . . . . . . . . . . . . . —

Since the acquisition, Oulante Management had no contribution to the Group’s revenueand profit for the six months ended 30 June 2014.

Had the combination taken place on 1 January 2014, the Group’s revenue and profit forthe six months ended 30 June 2014 would have been RMB23,251 million and RMB4,917million.


— I-133 —

39. Disposal of subsidiaries

(a) Disposal of 北京萬方置業有限公司(“Wanfang Zhiye”)

In August 2013, the Company disposed its entire 100% equity interest in Wanfang Zhiyeto a third party for a cash consideration of RMB1,076 million.

2013

RMB’million

Net assets disposed of:

Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,159

Prepayments, deposits and other receivables . . . . . . . . . . . . . . . . . . . . . 1,130

Completed properties held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,203

Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 944

Other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,073)

Interest-bearing bank and other borrowings. . . . . . . . . . . . . . . . . . . . . . . (3,400)

Total net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 963

Gain on disposal of Wanfang Zhiye . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

Satisfied by cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,076

An analysis of the cash flows in respect of the disposal of Wanfang Zhiye isas follows:

Cash consideration received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,076

Cash and bank balances disposed of . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,159)

Net outflow of cash and cash equivalents in respect of disposal of WanfangZhiye. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,083)

(b) Disposal of 昆明萬達房地產有限公司 (“Kunming Wanda”)

In March 2014, the Company disposed its 100% equity interest in Kunming Wanda to theParent for a cash consideration of RMB94 million based on the agreed value of net assets.

2014

RMB’million




Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5




Dividend payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (263)

Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (86)

Total net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

Gain on disposal of Kunming Wanda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Satisfied by cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94


— I-134 —

An analysis of the cash flows in respect of the disposal of Kunming Wanda is as follows:

RMB’million

Cash consideration received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

Cash and bank balances disposed of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (96)

Net outflow of cash and cash equivalents in respect of disposal of KunmingWanda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2)

(c) Disposal of 四川萬達大酒店管理有限公司 (“Sichuan Wanda”)

In March 2014, the Company disposed its 100% equity interest in Sichuan Wanda to athird party for a cash consideration of RMB560 million.

2014

RMB’million




Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1




Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1)

Total net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

Gain on disposal of Sichuan Wanda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 386

Satisfied by cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560

An analysis of the cash flows in respect of the disposal of Sichuan Wanda is as follows:

RMB’million

Cash consideration received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560

Cash and bank balances disposed of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25)

Net inflow of cash and cash equivalents in respect of disposal of Sichuan Wanda .

535


— I-135 —

40. Contingent liabilities

At the end of each of the Relevant Periods, contingent liabilities not provided were asfollows:

Group


2011 2012 2013 2014


Guarantees given to banks for:

Mortgage facilities granted to purchasers ofthe Group’s properties . . . . . . . . . . . . . . 29,317 34,073 38,026 49,270

Company


2011 2012 2013 2014


Guarantees given to banks for:

Loans to the subsidiaries . . . . . . . . . . . . . . 31,402 42,779 94,479 89,223

Outstanding balance of the guaranteed loansto subsidiaries . . . . . . . . . . . . . . . . . . . . . 15,624 22,199 50,328 77,382

The Group provided guarantees in respect of the mortgage facilities granted by certainbanks to the purchasers of the Group’s properties. Pursuant to the terms of the guaranteearrangements, in case of default on mortgage payments by the purchasers, the Group isresponsible for repaying the outstanding mortgage loans together with any accrued interestand penalty owed by the defaulted purchasers to the banks. The Group is then entitled to takeover the legal titles of the related properties. The Group’s guarantee periods commence fromthe dates of grant of the relevant mortgage loans and end after the execution of individualpurchasers’ collateral agreements.

The Group did not incur any material losses during the Relevant Periods in respect of theguarantees provided for mortgage facilities granted to the purchasers of the Group’sproperties. The Directors consider that in case of default on payments, the net realisablevalues of the related properties can cover the repayments of the outstanding mortgage loanstogether with any accrued interest and penalty, and therefore no provision has been made inconnection with the guarantees.


— I-136 —

41. Operating lease arrangements

(a) As lessor

The Group leases out its investment properties under operating lease arrangements onterms ranging from one to twenty five years and with an option for renewal after the expirydates, at which time all terms will be renegotiated.

At the end of each of the Relevant Periods, the Group and the Company had total futureminimum lease receivables under non-cancellable operating leases with its tenants falling dueas follows:

Group


2011 2012 2013 2014


Within one year . . . . . . . . . . . . . . . . . . . . . . 3,285 4,761 5,349 5,055

In the second to fifth years, inclusive . . . . . . . . 13,599 23,256 21,810 19,217

After five years . . . . . . . . . . . . . . . . . . . . . . 14,557 13,875 19,507 13,477

31,441 41,892 46,666 37,749

Company


2011 2012 2013 2014


Within one year . . . . . . . . . . . . . . . . . . . . . . — 15 19 55

In the second to fifth years inclusive . . . . . . . . — 33 80 61

After five years . . . . . . . . . . . . . . . . . . . . . . — 8 4 27

— 56 103 143

(b) As lessee

The Group leases certain of its office premise, plant and warehouses under operatinglease arrangements. Leases of the properties are negotiated for terms ranging from one to fiveyears.


— I-137 —

At the end of each of the Relevant Periods, the Group had total future minimum leasepayments under non-cancellable operating leases falling due as follows:

Group


2011 2012 2013 2014


Within one year . . . . . . . . . . . . . . . . . . . . . . 13 20 37 19

In the second to fifth years, inclusive . . . . . . . . 20 28 109 57

After five years . . . . . . . . . . . . . . . . . . . . . . — — 91 13

33 48 237 89

42. Commitments

The Group and the Company had the following capital commitments at the end of eachof the Relevant Periods:

Group


2011 2012 2013 2014


Contracted, but not provided for:

Land, buildings, plant and machinery . . . . . . . 73,033 96,216 124,562 123,678

Capital contribution to an investee . . . . . . . . . — — 700 700

73,033 96,216 125,262 124,378

Company


2011 2012 2013 2014


Contracted, but not provided for:

Land, buildings, plant and machinery . . . . . . . . 613 620 555 —

613 620 555 —


— I-138 —

43. Related party transactions

(a) Significant related party transactions

In addition to the transactions detailed elsewhere in the Financial Information, the Grouphad the following transactions with related parties during the Relevant Periods and the sixmonths ended 30 June 2013:


2011 2012 2013 2013 2014

RMB’million RMB’million RMB’million RMB’million(Unaudited)

RMB’million

The Parent:

Acquisition of equity interests . . . . . — 408 — — 5,804

Business combination undercommon control (note 37) . . . . . . . 1,935 — — — —

Rendering of services*/** . . . . . . . . — — 1 1 1

Disposal of subsidiaries(note 39(b)) . . . . . . . . . . . . . . . . . — — — — 94

Fellow subsidiaries:

Purchase of goods** . . . . . . . . . . . 31 7 15 10 10

Purchase of investment properties . . 1,529 — — — —

Purchase of services*/** . . . . . . . . 56 43 321 56 313

Disposal of property, plant andequipment . . . . . . . . . . . . . . . . . 7 — — — —

Rendering of services*/** . . . . . . . . 75 109 179 64 86

Rental income** . . . . . . . . . . . . . . 156 242 340 136 214

Companies controlled by theultimate controlling shareholder:

Purchase of goods** . . . . . . . . . . . 4 3 14 1 6

Purchase of service*/** . . . . . . . . . — — 10 — —

Rendering of services*/** . . . . . . . . 57 92 132 65 76

Rental income** . . . . . . . . . . . . . . 349 585 915 348 575

Anassociate:

Rendering of services . . . . . . . . . . — — 13 — —

All the transactions with related parties were made according to the published prices andconditions offered to the major customers of the Group.

* These transactions with related parties mainly include properties managementservice, design and implementation and executive charges.

** These transactions also constitute connected transactions under Chapter 14A of theListing Rules of following our listing on the Stock Exchange.


— I-139 —

(b) Outstanding balances with related parties


2011 2012 2013 2014


Trade receivables due from

Fellow subsidiaries . . . . . . . . . . . . . . . . . . 13 24 55 31

Companies controlled by the ultimatecontrolling shareholder . . . . . . . . . . . . . . 31 45 1 —

Associate of the Parent . . . . . . . . . . . . . . . — 22 — —

Other receivables due from

The Parent . . . . . . . . . . . . . . . . . . . . . . . — 1,558 2,581 —


Companies controlled by the ultimatecontrolling shareholder . . . . . . . . . . . . . . 1 1 — —

Associate of the Parent . . . . . . . . . . . . . . . — 100 — —

Trade payables due to


Companies controlled by the ultimatecontrolling shareholder . . . . . . . . . . . . . . — — 7 5

Other payables due to

The Parent . . . . . . . . . . . . . . . . . . . . . . . 300 300 300 347


Companies controlled by the ultimatecontrolling shareholder . . . . . . . . . . . . . . 5 34 99 101

Loans due to

The Parent . . . . . . . . . . . . . . . . . . . . . . . — — — 2,500

Fellow subsidiaries . . . . . . . . . . . . . . . . . . — — — 1,650

Companies controlled by the ultimatecontrolling shareholder . . . . . . . . . . . . . . 500 2,900 1,000 2,800

The above loan balances are unsecured, have fixed terms of repayment from 2014 to2017 and bear annual interest rates ranging from 9.5% to 12.57%.

(c) Guarantees provided by related parties


2011 2012 2013 2013 2014


RMB’million

Transactions:

Guarantees given by the Parent andthe ultimate controlling shareholderfor the Group’s bank and otherborrowings . . . . . . . . . . . . . . . . . 48,381 13,703 38,454 21,863 49,544

Balances:

Outstanding balances of theguaranteed loans . . . . . . . . . . . . . 33,261 6,971 31,296 17,261 42,519


— I-140 —

(d) Compensation of key management personnel of the Group


2011 2012 2013 2013 2014


RMB’million

Salaries, allowances and benefits inkind . . . . . . . . . . . . . . . . . . . . . . 53 74 60 29 34

Performance related bonuses . . . . . . . 17 31 24 — —

Pensions schemes contributions . . . . . —* —* —* —* —*

Total compensation paid to keymanagement personnel . . . . . . . . . 70 105 84 29 34

* The pensions schemes contribution is presented as zero rounded to the nearest million.

44. Financial instruments by category

The carrying amounts of each of the categories of financial instruments as at end of eachof the Relevant Periods are as follows:

Group

As at 31 December 2011

Loans andreceivables

Available-for-salefinancial assets Total


Financial assets:

Long-term receivables . . . . . . . . . . . . . . . . . . . . . . 11 — 11

Available-for-sale investments . . . . . . . . . . . . . . . . . — 10 10

Trade and bills receivables . . . . . . . . . . . . . . . . . . . 293 — 293

Financial assets included in prepayments, deposits andother receivables . . . . . . . . . . . . . . . . . . . . . . . . 5,583 — 5,583

Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,212 — 2,212

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . 44,048 — 44,048

52,147 10 52,157


— I-141 —





Financial assets:





Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,131 — 2,131


61,804 10 61,814


Derivativefinancial

instrumentsLoans andreceivables

Available-for-salefinancialassets Total


Financial assets:

Long-term receivables . . . . . . . . . . . . . . . . . — 11 — 11

Available-for-sale investments . . . . . . . . . . . . — — 37 37

Trade and bills receivables . . . . . . . . . . . . . . — 280 — 280

Financial assets included in prepayments,deposits and other receivables . . . . . . . . . . — 13,019 — 13,019

Derivative financial instruments . . . . . . . . . . . 19 — — 19

Restricted cash . . . . . . . . . . . . . . . . . . . . . . — 4,139 — 4,139

Cash and cash equivalents . . . . . . . . . . . . . . — 69,525 — 69,525

19 86,974 37 87,030

As at 30 June 2014

Derivativefinancial

instrumentsLoans andreceivables

Available-for-salefinancialassets Total


Financial assets:

Long-term receivables . . . . . . . . . . . . . . . . . — 11 — 11

Available-for-sale investments . . . . . . . . . . . . — — 35 35

Trade and bills receivables . . . . . . . . . . . . . . — 561 — 561

Financial assets included in prepayments,deposits and other receivables . . . . . . . . . . — 13,956 — 13,956

Derivative financial instruments . . . . . . . . . . . 28 — — 28

Restricted cash . . . . . . . . . . . . . . . . . . . . . . — 6,048 — 6,048

Cash and cash equivalents . . . . . . . . . . . . . . — 74,761 — 74,761

28 95,337 35 95,400


— I-142 —


2011 2012 2013 2014

RMB’millionFinancial

liabilities atamortised

cost



cost



cost



cost

Financial liabilities:

Trade and bills payables . . . . . . . . . . . . . . . . 20,782 25,662 34,628 35,383

Financial liabilities included in other payablesand accruals . . . . . . . . . . . . . . . . . . . . . . 9,008 8,890 11,425 13,024

Convertible bonds . . . . . . . . . . . . . . . . . . . . — — 61 76

Guaranteed bonds . . . . . . . . . . . . . . . . . . . . — — 3,614 7,250

Interest-bearing bank and other borrowings. . . . 69,747 93,228 130,318 172,362

99,537 127,780 180,046 228,095

Company

The carrying amounts of each of the categories of financial instruments as at the end ofeach of the Relevant Periods are as follows:





Financial assets:





28,577 10 28,587





Financial assets:






28,567 10 28,577


— I-143 —





Financial assets:





Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . 174 — 174


34,674 37 34,711

As at 30 June 2014




Financial assets:





Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . 249 — 249


38,828 35 38,863


2011 2012 2013 2014



cost



cost



cost



cost

Financial liabilities:

Trade and bills payables . . . . . . . . . . . . . . . . 557 394 134 96

Financial liabilities included in other payablesand accruals . . . . . . . . . . . . . . . . . . . . . . 53,044 64,363 89,646 104,736

Interest-bearing bank and other borrowings . . . 14,191 16,585 20,841 27,399

67,792 81,342 110,621 132,231


— I-144 —

45. Fair value and fair value hierarchy of financial instruments

The carrying amounts and fair values of the Group’s financial instruments, other thanthose with carrying amounts that reasonably approximate to fair values, are as follows:

Carrying amounts


2011 2012 2013 2014


Financial assets

Available-for-sale investments . . . . . . . . . . . . 10 10 37 35

Derivative financial instrument . . . . . . . . . . . . — — 19 28

10 10 56 63




Interest-bearing bank and other borrowings . . . 69,747 93,228 130,318 172,362

69,747 93,228 133,993 179,688

Fair values


2011 2012 2013 2014


Financial assets

Available-for-sale investments . . . . . . . . . . . . 10 10 37 35

Derivative financial instrument . . . . . . . . . . . . — — 19 28

10 10 56 63





69,747 93,228 133,993 179,688

Management has assessed that the fair values of cash and cash equivalents, restrictedcash, trade and bills receivables, financial assets included in prepayments, deposits and otherreceivables, trade and bills payables and financial liabilities included in other payables andaccruals approximate to their carrying amounts largely due to the short term maturities ofthese instruments.


— I-145 —

Fair value hierarchy

The following tables illustrate the fair value measurement hierarchy of the Group’sfinancial instruments:

Assets measured at fair value:

Group


Fair value measurement using

Quoted pricesin activemarkets(Level 1)

Significantobservable

inputs(Level 2)

Significantunobservable

inputs(Level 3) Total


Derivative financial instrument . . . . . . . . . . . . — 19 — 19

— 19 — 19

As at 30 June 2014

Fair value measurement using

Quoted pricesin activemarkets(Level 1)

Significantobservable

inputs(Level 2)

Significantunobservable

inputs(Level 3) Total


Derivative financial instrument . . . . . . . . . . . . — 28 — 28

— 28 — 28

The Group did not have any financial assets measured at fair value as at 31 December2011 and 2012.

The Group did not have any financial liabilities measured at fair value as at 31 December2011, 2012 and 2013 and 30 June 2014.

During the Relevant Periods, there were no transfers of fair value measurements betweenLevel 1 and Level 2 and no transfers into or out of Level 3 for both financial assets andfinancial liabilities.


— I-146 —

46. Financial risk management objectives and policies

The Group’s principal financial instruments comprise cash and cash equivalents,restricted cash, bonds and interest-bearing bank and other borrowings. The main purpose ofthese financial instruments is to raise finance for the Group’s operations. The Group hasvarious other financial assets and liabilities such as trade receivables and trade payables,which arise directly from its operations.

The main risks arising from the Group’s financial instruments are interest rate risk, foreigncurrency risk, credit risk and liquidity risk. The Group does not hold or issue derivative financialinstruments for trading purposes. The board of directors reviews and agrees policies formanaging each of these risks and they are summarised below:

(a) Credit risk

The Group has no concentration of credit risk. The Group’s cash and cash equivalents aremainly deposited with reputable overseas banks and state-owned banks in MainlandChina. The carrying amounts of the trade receivables, other receivables, restricted cash,cash and cash equivalents included in the consolidated statement of financial positionrepresent the Group’s maximum exposure to credit risk in relation to its financial assets.The Group has no other financial assets which carry significant exposure to credit risk.The Group has arranged bank financing for certain purchasers of its properties and hasprovided guarantees to secure the obligations of such purchasers for repayments.

(b) Interest rate risk

The Group’s exposure to the risk of changes in market interest rates relates primarily tothe Group’s long term debt obligations with a floating interest rate.

If interest rates had been 100 basis points higher/lower and all other variables are heldconstant, the Group’s interest charge would have increased/decreased by approximatelyRMB578 million, RMB578 million, RMB684 million, RMB500 million and RMB381 millionfor the years ended 31 December 2011, 2012 and 2013 and the six months ended 30 June2013 and 2014. This is mainly attributable to the Group’s exposure to interest rates on itsvariable-rate bank and other borrowings.

(c) Liquidity risk

The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool.This tool considers the maturity of both its financial instruments and financial assets (e.g.,trade receivables) and projected cash flows from operations.

The Group’s objective is to maintain a balance between continuity of funding andflexibility through the use of bank loans.


— I-147 —

The maturity profile of the Group’s financial liabilities as at the end of each of the RelevantPeriods, based on the contractual undiscounted payments, is as follows:


Less than1 year 1 to 2 years 2 to 5 years Over 5 years Total


Interest-bearing bank and otherborrowings . . . . . . . . . . . . . . . . . 21,783 18,723 27,140 20,028 87,674

Trade payables and other payables . . . 29,790 — — — 29,790

51,573 18,723 27,140 20,028 117,464






63,594 25,527 33,803 31,543 154,467






Guaranteed bonds . . . . . . . . . . . . . . 178 178 4,194 — 4,550

Convertible bonds . . . . . . . . . . . . . . 7 7 104 — 118

75,547 42,858 41,995 57,282 217,682

As at 30 June 2014





Guaranteed bonds . . . . . . . . . . . . . . 448 448 4,937 4,956 10,789

Convertible bonds . . . . . . . . . . . . . . 7 8 100 — 115

93,967 56,212 61,791 66,056 278,026


— I-148 —

The maturity profile of the Company’s financial liabilities as at the end of each of theRelevant Periods, the reporting period, based on the contractual undiscounted payments, is asfollows:




Interest-bearing bank and otherborrowings . . . . . . . . . . . . . . . . . 11,190 2,290 287 2,081 15,848


64,791 2,290 287 2,081 69,449






72,955 6,046 4,353 1,780 85,134






98,136 8,595 5,011 3,016 114,758

As at 30 June 2014





119,630 10,859 3,209 2,882 136,580

(d) Capital management

The primary objectives of the Group’s capital management are to safeguard the Group’sability to continue as a going concern and to maintain healthy capital ratios in order to supportits business and maximise shareholders’ value.


— I-149 —

The Group manages its capital structure and makes adjustments to it in light of changesin economic conditions and the risk characteristics of the underlying assets. To maintain oradjust the capital structure, the Group may adjust the dividend payment to shareholders,return capital to shareholders or issue new shares. No changes were made in the objectives,policies or processes for managing capital during the Relevant Periods.

The Group monitors capital using gearing ratio and debt-to-asset ratio. Gearing ratio isdefined as net debt divided by capital. Net debt represents interest-bearing bank and otherborrowings plus bonds less cash and cash equivalents and restricted cash. Capital representstotal equity. Debt-to-asset ratio is total liabilities net of advance from customers divided bytotal assets. The gearing ratios at the end of each of the Relevant Periods were as follows:


2011 2012 2013 2014



Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 3,675 7,326

Less:

Cash and cash equivalents . . . . . . . . . . . . . . (44,048) (48,585) (69,525) (74,761)

Restricted cash . . . . . . . . . . . . . . . . . . . . . . (2,212) (2,131) (4,139) (6,048)

Net debt . . . . . . . . . . . . . . . . . . . . . . . . . . 23,487 42,512 60,329 98,879

Total equity. . . . . . . . . . . . . . . . . . . . . . . . . 60,541 87,351 113,872 112,620

Gearing ratio . . . . . . . . . . . . . . . . . . . . . . . 39% 49% 53% 88%

The debt-to-asset ratios at the end of each of the Relevant Periods were as follows:


2011 2012 2013 2014


Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 190,238 247,761 317,172 391,371

Less:

Advance from customers . . . . . . . . . . . . . . . . (71,275) (94,070) (104,273) (131,113)

118,963 153,691 212,899 260,258

Total assets . . . . . . . . . . . . . . . . . . . . . . . . 250,779 335,112 431,044 503,991

Debt-to-asset ratio . . . . . . . . . . . . . . . . . . . . 47% 46% 49% 52%

47. Events after the Relevant Periods

a) On 9 July 2014, the Company’s subsidiary, Wanda Commercial, allotted and issueda total of 984,662,575 new shares upon receiving notices for conversion dated 9 July2014 from holders of convertible bonds issued by Wanda Commercial at theconversion price of HK$0.326 per share.


— I-150 —

b) In July 2014, the Company issued a total of 138.8 million new shares at an issueprice of RMB7.36 per share to 61 individuals, who were existing shareholders of theCompany and employees of the Group, the Parent and the Company’s fellowsubsidiaries, for a total consideration of RMB1,022 million. The issuance of newshares to certain employees of the Group, the Parent and the Company’s fellowsubsidiaries as consideration for their services will be accounted for asequity-settled share-based payment transactions. The issuance from rights issue toexisting shareholders will be treated as normal capital injection. Other than theincrease in registered capital and reserves, the Directors consider that the aforesaidtransaction will not have significant impact on the Group’s financial results for theyear ending 31 December 2014.

c) In October 2014, the Company transferred its entire equity interests in threesubsidiaries, namely Xishuangbanna International Resort Development Co., Ltd.,Qingdao Wanda Yacht Industry Investment Co., Ltd. and Dalian Jinshi CulturalTourism Investment Co., Ltd. (the “Disposed Subsidiaries”), to Dalian CulturalGroup, a related party of the Company, with a total cash consideration of RMB4,135million. Based on the equity attributable to owners of the Company of the DisposedSubsidiaries on the latest available unaudited management account before thedisposal date of RMB3,614 million, the disposal gain is estimated to beapproximately RMB521 million.

48. Subsequent Financial Statements

No audited financial statements have been prepared by the Group or any of itssubsidiaries in respect of any period subsequent to 30 June 2014.

Yours faithfullyERNST & YOUNG

Certified Public AccountantsHong Kong


— I-151 —

The following information does not form part of the Accountants’ Report from Ernst &Young, Certified Public Accountants, Hong Kong, the Company’s reporting accountants, as setout in Appendix I to this prospectus, and is included for information purposes only. The proforma financial information should be read in conjunction with the section headed “FinancialInformation” in this prospectus and the Accountants’ Report set out in Appendix I to thisprospectus.

A. UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS

The following unaudited pro forma adjusted consolidated net tangible assets have beenprepared in accordance with Rule 4.29 of the Hong Kong Listing Rules and with reference toAccounting Guideline 7 “Preparation of Pro Forma Financial Information for inclusion inInvestment Circulars” issued by the HKICPA for illustration purposes only, and is set out hereto illustrate the effect of the Global Offering on our consolidated net tangible assets as of June30, 2014 as if it had taken place on June 30, 2014.

The unaudited pro forma adjusted consolidated net tangible assets has been prepared forillustrative purposes only and because of its hypothetical nature, it may not give a true pictureof the financial position of our Group had the Global Offering been completed as of June 30,2014 or any future date. It is prepared based on our consolidated net tangible assets as ofJune 30, 2014 as set out in the Accountants’ Report as set out in Appendix I to this prospectus,and adjusted as described below. The unaudited pro forma adjusted consolidated net tangibleassets does not form part of the Accountants’ Report as set out in Appendix I to thisprospectus.

Consolidatednet tangible

assetsattributableto owners

of ourCompany asof June 30,

2014

Estimatednet

proceedsfrom theGlobal

Offering

Adjustmentfor the 2014

ExcludedCompanies

Unauditedpro formaadjusted

consolidatednet tangible

assets

Unaudited pro formaadjusted consolidated nettangible assets per share

RMB million RMB million RMB million RMB million RMB(HK$

equivalent

(Note 1) (Note 2) (Note 3) (Note 4) (Note 5)

Based on an offer priceof HK$41.80 perShare. . . . . . . . . . . 105,648 19,296 521 125,465 28.04 35.43

Based on an offer priceof HK$49.60 perShare. . . . . . . . . . . 105,648 22,925 521 129,094 28.85 36.46

Notes:

(1) The consolidated net tangible assets of our Group attributable to owners of our Company as of June 30, 2014

is extracted from the Accountants’ Report as set out in Appendix I to this prospectus, which is based on the

audited consolidated equity attributable to owners of our Company as of June 30, 2014 of RMB109,611 million

less goodwill and other intangible assets as of June 30, 2014 of RMB1,430 million and RMB2,533 million.

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

— II-1 —

(2) The estimated net proceeds from the Global Offering are based on the offer price of HK$41.80 per share and

HK$49.60 per share, after deduction of the underwriting fees and related expenses payable by the Company

and do not take into account any Offer Shares which may be issued upon the exercise of the Over-allotment

Option. The estimated net proceeds from the Global Offering are converted from Hong Kong dollars into

Renminbi at the PBOC rate of HK$1.00 to RMB0.79126 prevailing on November 28, 2014.

(3) This adjustment is to give effect of the disposal of the 2014 Excluded Companies as if the disposal had taken

place on June 30, 2014.

(4) The unaudited pro forma adjusted consolidated net tangible assets per share is calculated based on

4,474,800,000 Shares in issue immediately following the completion of the Global Offering without taking into

account any Shares which may be issued upon the exercise of the Over-allotment Option.

(5) The unaudited pro forma adjusted consolidated net tangible assets per share is converted into Hong Kong

dollars at the PBOC rate of HK$1.00 to RMB0.79126 prevailing on November 28, 2014.

B. UNAUDITED PRO FORMA FORECAST EARNINGS PER SHARE

The unaudited pro forma forecast earnings per Share of our Group for the year endingDecember 31, 2014 has been prepared, on the basis of the notes set forth below, for thepurpose of illustrating the effect of the Global Offering as if it had taken place on January 1,2014. It has been prepared for illustrative purpose only and, because of its hypothetical nature,may not give a true and fair picture of the financial results of our Group.

Profit forecast for the year ending December 31, 2014

Forecast for the yearending December 31, 2014

Forecast consolidated profit attributable to owners of our Company (1) . . . . . . . . .not less than RMB24,027

million

Forecast fair value gains on investment properties (net of deferred tax) . . . . . . . . RMB9,725 million

Forecast consolidated profit attributable to owners of our Company(excluding fair value gains). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

not less than RMB14,302million

Unaudited pro forma forecast earnings per Share (2) . . . . . . . . . . . . . . . . . . . . . not less than RMB5.37(approximately HK$6.75)

Notes:

(1) The forecast consolidated profit attributable to owners of our Company for the year ending December 31, 2014

is extracted from Appendix III to this prospectus. The bases and assumptions on which the above forecast for

the year ending December 31, 2014 has been prepared are summarised in Appendix III to this prospectus.

(2) The calculation of the unaudited pro forma forecast earnings per Share is based on the forecast consolidated

profit attributable to owners of our Company for the year ending December 31, 2014 and on the assumption that

a total of 4,474,800,000 Shares were in issue during the year ending December 31, 2014, taking no account of

any Shares which may be issued upon the exercise of the Over-allotment Option. The unaudited pro forma

forecast earnings per Share is converted into Hong Kong dollars at the PBOC rate of HK$1.00 to RMB0.79126

prevailing on November 28, 2014.


— II-2 —

C. INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THECOMPILATION OF PRO FORMA FINANCIAL INFORMATION

The following is the text of a report received from the reporting accountants, Ernst &Young, Certified Public Accountants, Hong Kong, for the purpose of incorporation in thisprospectus.


To the Directors of Dalian Wanda Commercial Properties Co., Ltd.

We have completed our assurance engagement to report on the compilation of pro formafinancial information of Dalian Wanda Commercial Properties Co., Ltd. (the “Company”) and itssubsidiaries (hereinafter collectively referred to as the “Group”) by the directors of theCompany (the “Directors”) for illustrative purposes only. The pro forma financial informationconsists of the pro forma consolidated net tangible assets as of June 30, 2014, and the proforma forecast earnings per share for the year ending December 31, 2014, and related notesas set out on pages II-1 to II-2 of the Prospectus issued by the Company (the “Pro FormaFinancial Information”). The applicable criteria on the basis of which the Directors havecompiled the Pro Forma Financial Information are described in Appendix II to the Prospectus.

The Pro Forma Financial Information has been compiled by the Directors to illustrate theimpact of the global offering of shares of the Company on the Group’s financial position as ofJune 30, 2014 and the Group’s forecast earnings per share for the year ending December 31,2014 as if the transaction had taken place at June 30, 2014 and January 1, 2014 respectively.As part of this process, information about the Group’s financial position and forecast profit hasbeen extracted by the Directors from the Group’s financial statements for the period endedJune 30, 2014, on which an accountants’ report has been published, and the Group’s profitforecast for the year ending December 31, 2014, respectively.

Directors’ responsibility for the Pro Forma Financial Information

The Directors are responsible for compiling the Pro Forma Financial Information inaccordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The StockExchange of Hong Kong Limited (the “Listing Rules”) and with reference to AccountingGuideline 7 “Preparation of Pro Forma Financial Information for Inclusion in InvestmentCirculars” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

Reporting Accountant’s responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the ListingRules, on the Pro Forma Financial Information and to report our opinion to you. We do notaccept any responsibility for any reports previously given by us on any financial informationused in the compilation of the Pro Forma Financial Information beyond that owed to those towhom those reports were addressed by us at the dates of their issue.


— II-3 —

We conducted our engagement in accordance with Hong Kong Standard on AssuranceEngagements 3420 Assurance Engagements to Report on the Compilation of Pro FormaFinancial Information Included in a Prospectus issued by the HKICPA. This standard requiresthat the reporting accountant comply with ethical requirements and plan and performprocedures to obtain reasonable assurance about whether the Directors have compiled the ProForma Financial Information, in accordance with paragraph 4.29 of the Listing Rules and withreference to AG7 Preparation of Pro Forma Financial Information for Inclusion in InvestmentCirculars issued by HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing anyreports or opinions on any historical financial information used in compiling the Pro FormaFinancial Information, nor have we, in the course of this engagement, performed an audit orreview of the financial information used in compiling the Pro Forma Financial Information.

The purpose of Pro Forma Financial Information included in the Prospectus is solely toillustrate the impact of the global offering of shares of the Company on unadjusted financialinformation of the Group as if the transaction had been undertaken at an earlier date selectedfor purposes of the illustration. Accordingly, we do not provide any assurance that the actualoutcome of the transaction would have been as presented.

A reasonable assurance engagement to report on whether the Pro Forma FinancialInformation has been properly compiled on the basis of the applicable criteria involvesperforming procedures to assess whether the applicable criteria used by the Directors in thecompilation of the Pro Forma Financial Information provide a reasonable basis for presentingthe significant effects directly attributable to the transaction, and to obtain sufficientappropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and

• The Pro Forma Financial Information reflects the proper application of thoseadjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgement, having regardto the reporting accountant’s understanding of the nature of the Group, the transaction inrespect of which the Pro Forma Financial Information has been compiled, and other relevantengagement circumstances.

The engagement also involves evaluating the overall presentation of the Pro FormaFinancial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide abasis for our opinion.


— II-4 —

Opinion

In our opinion:

(a) the Pro Forma Financial Information has been properly compiled on the basis stated;

(b) such basis is consistent with the accounting policies of the Group; and

(c) the adjustments are appropriate for the purpose of the Pro Forma FinancialInformation as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Yours faithfully,ERNST & YOUNG


10 December 2014


— II-5 —

Our forecast of the consolidated profit for the year ending December 31, 2014 is set outin the section headed “Financial Information — Profit Forecast for the year ending December31, 2014” in this prospectus.

A. PROFIT FORECAST FOR THE YEAR ENDING DECEMBER 31, 2014

The Profit Forecast of our Group for the year ending December 31, 2014 prepared by ourDirectors is based on the audited results of our Group for the year ended December 31, 2013,six months ended June 30, 2014 and the unaudited results of our Group for the three monthsended September 30, 2014. Our Directors are not aware of any extraordinary items which havearisen or are likely to arise during the year ending December 31, 2014. The forecast has beenprepared on the basis of the accounting policies consistent in all material aspects with thosecurrently adopted by our Group as summarised in the accountants’ report, the text of which isset out in Appendix I to this prospectus and the principal assumptions set out below.

Principal Assumptions for the Profit Forecast

The principal assumptions adopted by the Directors of the Company in preparing theprofit forecast are as follows:

• There will be no material changes in the existing political, legal, fiscal, economic orregulatory conditions in the PRC or in the countries or territories in which our Groupoperates or has arrangements or agreements, which may have adverse effect on thebusiness of our Group;

• There will be no material changes in the bases or rates of taxation in countries inwhich our Group operates or in the countries in which our Company or oursubsidiaries were incorporated;

• There will be no material change in the inflation rate, interest rate, tariff and dutiesin the PRC and any other places in which our Group operates from those currentlyprevailing;

• Our Group’s operations, results and financial condition will not be materially andadversely affected by the risk factors set forth in the section headed “Risk Factors”in this Prospectus;

• Our Group will be able to continually obtain adequate finance for its business and tooperate as going concern in the foreseeable future; and

• Our Group’s operations and business will not be materially affected or interrupted byany force majeure events or unforeseeable factors or any unforeseeable reasonsthat are beyond the control of the Directors, including but not limited to theoccurrence of natural disasters, supply failure, labour dispute, significant lawsuitand arbitration.

APPENDIX III PROFIT FORECAST

— III-1 —


Forecast for the yearending December 31, 2014

Forecast consolidated profit attributable to owners of our Company . . . . . . . . . . .not less than RMB24,027

million

Forecast fair value gains on investment properties (net of deferred tax) . . . . . . . . RMB9,725 million

Forecast consolidated profit attributable to owners of our Company(excluding fair value gains). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

not less than RMB14,302million

Unaudited pro forma forecast earnings per Share (1) . . . . . . . . . . . . . . . . . . . . . not less than RMB5.37(approximately HK$6.79)

Note:

(1) The calculation of the unaudited pro forma forecast earnings per Share is based on the forecast consolidated

profit attributable to owners of our Company for the year ending December 31, 2014 and on the assumption that

a total of 4,474,800,000 Shares were in issue during the year ending December 31, 2014, taking no account of

any shares which may be issued upon the exercise of the Over-allotment Option. The unaudited pro forma

forecast earnings per Share is converted into Hong Kong dollars at the PBOC rate of HK$1.00 to RMB0.79126

prevailing on November 28, 2014.

Sensitivity Analysis

Sensitivity analysis on fair value change of investment properties

The total forecasted amount of fair value change on investment properties for the yearending December 31, 2014 is RMB12,967 million and its related deferred taxation expense isestimated to be RMB3,242 million. The following table illustrates the sensitivity of the net profitattributable to owners of our Company (net of deferred tax effect) to fair value change ofinvestment properties for the year ending December 31, 2014:

Changes in revaluation increase percentage oninvestment properties compared to our estimatedrevaluation increase percentage on investmentproperties . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10% -5% 5% 10%

Impact on the net profit attributable to owners of ourCompany targeted for the year 2014 (RMBmillions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (972) (486) 486 972

If the forecast fair value of investment properties rises/declines by 5%, the consolidatedprofit attributable to owners of our Company for the year ending December 31, 2014 will be notless than RMB24,513 million/RMB23,541 million, respectively, or 2.0% higher/lower,respectively, than the targeted 2014 consolidated profit attributable to owners of our Company.

If the forecast fair value of investment properties rises/declines by 10%, the consolidatedprofit attributable to owners of our Company for the year ending December 31, 2014 will be notless than RMB24,999 million/RMB23,055 million, respectively, or 4.0% higher/lower,respectively, than the targeted 2014 consolidated profit attributable to owners of our Company.


— III-2 —

Sensitivity Analysis on Targeted GFA Sold and Delivered

The following table illustrates the sensitivity of the net profit attributable to owners of ourCompany to the targeted GFA sold and delivered for the year ending December 31, 2014 byapplying such sensitivity analysis to the six-month period ending December 31, 2014.

% change in targeted GFA sold and delivered . . . . . . . . . . . . -10% -7.5% -5%

Impact on the net profit attributable to owners of our Companytargeted for the year 2014 (RMB millions) . . . . . . . . . . . . . (1,919) (1,434) (948)

If the targeted GFA sold and delivered for all projects declines by 5%, the consolidatedprofit attributable to owners of our Company for the year ending December 31, 2014 will be notless than RMB23,079 million, i.e. 3.9% lower than the targeted 2014 consolidated profitattributable to owners of our Company.

If the targeted GFA sold and delivered for all projects declines by 7.5%, the consolidatedprofit attributable to owners of our Company for the year ending December 31, 2014 will be notless than RMB22,593 million, i.e. 6.0% lower than the targeted 2014 consolidated profitattributable to owners of our Company.

If the targeted GFA sold and delivered for all projects declines by 10%, the consolidatedprofit attributable to owners of our Company for the year ending December 31, 2014 will be notless than RMB22,108 million, i.e. 8.0% lower than the targeted 2014 consolidated profitattributable to owners of our Company.

The above sensitivity analysis is intended for reference only, and any variation couldexceed the ranges given. We have considered for the purposes of the profit forecast what webelieve is the best estimate of fair value change of investment properties and targeted GFAsold and delivered. However, fair value change of investment properties and targeted GFA soldand delivered as at the relevant date may differ materially from our estimate, and is dependenton market conditions and other factors that are beyond our control.


— III-3 —

B. LETTER FROM THE REPORTING ACCOUNTANTS

The following is the text of a letter received from Ernst & Young, Certified PublicAccountants, Hong Kong, for the purpose of incorporation in this prospectus.


The DirectorsDalian Wanda Commercial Properties Co., Ltd.China International Capital Corporation Hong Kong Securities LimitedHSBC Corporate Finance (Hong Kong) Limited

Dear Sirs,

Dalian Wanda Commercial Properties Co., Ltd. (“the Company”)


We refer to the forecast of the consolidated profit attributable to equity holders of theCompany for the year ending December 31, 2014 (“the Profit Forecast”) set forth in the sectionheaded “Financial Information” in the prospectus of the Company dated December 10, 2014(“the Prospectus”).

Responsibilities

The Profit Forecast has been prepared by the directors of the Company based on theaudited consolidated results of the Company and its subsidiaries (collectively referred to as“the Group”) for the year ended December 31, 2013 and the six months ended June 30, 2014,the unaudited consolidated results based on the management accounts of the Group for thethree months ended September 30, 2014 and a forecast of the consolidated results of theGroup for the remaining three months ending December 31, 2014.

The Company’s directors are solely responsible for the Profit Forecast. It is ourresponsibility to form an opinion on the accounting policies and calculations of the ProfitForecast based on our procedures.

Basis of opinion

We carried out our work in accordance with Hong Kong Standard on Investment CircularReporting Engagements 500 “Reporting on Profit Forecasts, Statements of Sufficiency ofWorking Capital and Statements of Indebtedness” and with reference to Hong Kong Standardon Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews ofHistorical Financial Information” issued by the Hong Kong Institute of Certified PublicAccountants (“HKICPA”). Those standards require that we plan and perform our work to obtainreasonable assurance as to whether, so far as the accounting policies and calculations areconcerned, the Company’s directors have properly compiled the Profit Forecast in accordancewith the bases and assumptions made by the directors and as to whether the Profit Forecast


— III-4 —

is presented on a basis consistent in all material respects with the accounting policies normallyadopted by the Group. Our work is substantially less in scope than an audit conducted inaccordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we donot express an audit opinion.

Opinion

In our opinion, so far as the accounting policies and calculations are concerned, the ProfitForecast has been properly compiled in accordance with the bases and assumptions adoptedby the directors as set out in Appendix III to the Prospectus and is presented on a basisconsistent in all material respects with the accounting policies normally adopted by the Groupas set out in our accountants’ report dated December 10, 2014, the text of which is set out inAppendix I of the Prospectus.

Yours faithfully,Ernst & Young


10 December 2014


— III-5 —

C. LETTER FROM THE SPONSOR

The following is the text of a letter, prepared for inclusion in this prospectus by ChinaInternational Capital Corporation Hong Kong Securities Limited and HSBC Corporate Finance(Hong Kong) Limited in connection with the forecast net profit attributable to owners of theCompany for the year ending December 31, 2014.

29th Floor, One International Finance Centre1 Harbour View Street Central

Hong Kong

1 Queen’s Road CentralHong Kong

December 10, 2014

The DirectorsDalian Wanda Commercial Properties Co., Ltd.

Dear Sirs,

We refer to the forecast of the consolidated profit attributable to the owners of DalianWanda Commercial Properties Co., Ltd. (the “Company’”) and its subsidiaries (together, the“Group’”) for the year ending December 31, 2014. (the “Forecast’”) as set out in the sectionheaded “Financial Information” of the prospectus of the Company dated December 10 (the“Prospectus”).

We have discussed with you the bases and assumptions upon which the Forecast hasbeen made. We have also considered, and relied upon, the letter dated December 10addressed to you and us from Ernst & Young regarding the accounting policies andcalculations upon which the Forecast has been made.

On the basis of the foregoing and on the bases and assumptions made by you and theaccounting policies and calculations adopted by you and reviewed by Ernst & Young, we areof the opinion that the Forecast, for which you as Directors of the Company are solelyresponsible, has been made after due and careful enquiry and consideration.

Yours faithfully,For and on behalf of

China International Capital CorporationHong Kong Securities Limited

Chan Wing Hing BarryManaging Director

Investment Banking Department

For and on behalf ofHSBC Corporate Finance (Hong Kong) Limited

Wang XinManaging Director


— III-6 —

The following is the extract of the text of a letter and a summary of valuations preparedfor the purpose of incorporation in this Prospectus received from DTZ Debenham Tie LeungLimited, an independent property valuer, in connection with its opinion of value of the propertyinterests of the Group as at 30 September 2014. As described in section “Documents Availablefor Inspection” in Appendix X, a copy of the full property valuation report will be made availablefor public inspection.

16th FloorJardine House1 Connaught PlaceCentralHong Kong

10 December 2014

The DirectorsDalian Wanda Commercial Properties Co., LimitedLevels 21 to 25, Block BWanda Building, No. 93 Jianguo RoadChaoyang DistrictBeijing, the PRC

Dear Sirs,

1. Instructions, Purpose and Date of Valuation

In accordance with your instructions for us to value the property interests of Dalian WandaCommercial Property Co., Limited (referred to as the “Company”) and its subsidiaries(hereinafter together referred to as the “Group”) in the People’s Republic of China (the “PRC”)and in the United Kingdom (the “UK”) (as more particularly described in the attached summaryof valuations), we confirm that we have inspected the properties, made relevant enquiries andobtained such further information as we consider necessary for the purpose of providing youwith our opinion of the values of such property interests as at 30 September 2014 (the“Valuation Date”) for incorporation in the prospectus of the Company.

2. Definition of Market Value

Our valuation of each of the properties represents its market value which in accordancewith The HKIS Valuation Standards 2012 Edition issued by the Hong Kong Institute ofSurveyors is defined as “the estimated amount for which an asset or liability should exchangeon the valuation date between a willing buyer and a willing seller in an arm’s-length transactionafter proper marketing and where the parties had each acted knowledgeably, prudently andwithout compulsion”.

APPENDIX IV PROPERTY VALUATION REPORT

— IV-1 —

3. Valuation Basis and Assumptions

In valuing the properties, we have complied with the requirements set out in Chapter 5and Practice Note 12 of the Rules Governing the Listing of Securities published by The StockExchange of the Hong Kong Limited and The HKIS Valuation Standards 2012 Edition publishedby the Hong Kong Institute of Surveyors.

Our valuations exclude any estimated price inflated or deflated by special terms orcircumstances such as atypical financing, sale and leaseback arrangement, specialconsiderations or concessions granted by anyone associated with the sale, or any element ofspecial value.

In the course of our valuation of the properties, we have relied on the information andadvice given by the Group and its legal advisors, Tian Yuan Law Firm (北京市天元律師事務所)and Reed Smith LLP Solicitors regarding the title to each of the properties and the interestsof the Group in the properties in the PRC and the UK respectively. In valuing the properties,we have assumed that the Group has an enforceable title to each of the properties and has freeand uninterrupted rights to use, occupy or assign the properties for the whole of the respectiveunexpired land use term as granted.

In respect of the properties situated in the PRC and in the UK, the status of titles andgrant of major certificates approvals and licenses, in accordance with the information providedby the Group are set out in the notes of the respective valuation certificate.

No allowance has been made in our valuations for any charges, mortgages or amountsowing on the properties nor for any expenses or taxation which may be incurred in effectinga sale.

4. Method of Valuation

In respect of classification of the properties in different groups as at the valuation date,the properties in Groups I, II, III and IV are completed properties in the PRC and the relevanttitle certificates including Construction Works Completion Examination Certificates, BuildingOwnership Certificates or Real Estate Title Certificates have been obtained. The properties inGroup V comprise properties under development in the PRC. Permits for Commencement ofConstruction Works have been obtained but Construction Works Completion ExaminationCertificates, Building Ownership Certificates or Real Estate Title Certificates have not beenobtained yet. The properties in Group VI comprise properties held for future development inthe PRC. Permits for Commencement of Construction Works have not been obtained butState-owned Land Use Rights Certificates or Grant Contracts of Land Use Rights have beenobtained with full land premium being paid as at the date of valuation. The property in GroupVII comprises a property in the UK held for redevelopment and is at the stage of demolition ofexisting buildings and structures.

In valuing the properties in Group I, which are properties held by the Group for occupationin the PRC, we have used Direct Comparison Approach assuming sale of each of theseproperties in its existing state with the benefit of vacant possession by making reference tocomparable sales transactions as available in the relevant market or by using InvestmentApproach on the basis of capitalisation of the potential rental income.


— IV-2 —

In valuing the properties in Group II, which are properties held by the Group for operationas hotel in the PRC, we have used Discounted Cash Flow (“DCF”) Approach, which involvesdiscounting future net cash flow of each property till the end of the land use term to its presentvalue by using an appropriate discount rate that reflects the rate of return required by a thirdparty investor for an investment of this type. We have prepared a 10-year cash flow forecastwith reference to the current and anticipated market conditions.

In valuing the properties in Group III, which are properties held by the Group forinvestment in the PRC, we have used Investment Approach on the basis of capitalisation ofrental income derived from the existing tenancies with due allowance for reversionary potentialof the property or by reference to comparable market transactions.

Property Nos. 4, 14, 16, 24, 28, 31, 34, 40, 44, 46, 49, 54, 69, 71, 73, 75, 77, 83 and 85in Group III, which are properties held by the Group for investment purpose in the PRC,comprise civil defense car parking spaces. We have generally ascribed no commercial valueto the civil defense portions of the properties on market value basis as the Group has no titleownership of such civil defense spaces. For the Group’s management reference, however, weare requested to separately assess the worth of the civil defense car parking spaces of thoseproperties held by the Group for investment purpose in their respective existing state on anon-market value basis. Such worth, known as investment value, according to the InternationalValuation Standards, which the HKIS Valuation Standards follow, is defined as “the value of anasset to the owner or a prospective owner for individual investment or operational objectives”.Investment value is an entity-specific basis of value which reflects the benefits received by anentity from holding the asset and, therefore, does not necessarily involve a hypotheticalexchange. Investment value of each of these properties to the Group has been separatelystated in the notes of the respective valuation certificate. It must be emphasized that theinvestment value is not market value.

In valuing the properties in Group IV, which are properties held by the Group for sale inthe PRC, we have used the Direct Comparison Approach assuming sale of each of theseproperties in its existing state with the benefit of vacant possession by making reference tocomparable sales transactions as available in the relevant market.

In respect of the properties in Group V, which are the properties held by the Group underdevelopment in the PRC, we have valued them on the basis that each of these properties willbe developed and completed in accordance with the Group’s latest development schemeprovided to us (if any). We have assumed that all consents, approvals and licenses from therelevant government authorities for the development scheme have been obtained withoutonerous conditions or delays. We have also assumed that the design and construction of thedevelopment are in compliance with the local planning regulations and have been approved bythe relevant authorities. In arriving at our opinion of value, we have adopted Direct ComparisonApproach or Investment Approach to assess the market value when completed and have alsotaken into account the expended construction costs and the costs that will be expended tocomplete the development to reflect the quality of the completed development.

In valuing the properties in Group VI, which are the properties held by the Group for futuredevelopment in the PRC, we have used the Direct Comparison Approach assuming sale ofeach of these properties in its existing state by making reference to comparable land salestransactions as available in the relevant market.


— IV-3 —

Property No. 24 in Group VI, which is a property held by the Group for future developmentin the PRC, has been granted with Grant Contract of Land Use Rights but the land premiumhas not been fully settled. We have therefore ascribed no commercial value to this property.For the Group’s management reference, however, we have separately advised the marketvalue of this property on the assumption that the land premium had been fully settled.

Regarding the property in Group VII which is held by the Group for redevelopment in theUK, we have valued it on the basis that the property will be redeveloped and completed inaccordance with the Group’s latest redevelopment scheme provided to us (if any). We haveassumed that all consents, approvals and licenses from the relevant government authoritiesfor the redevelopment scheme have been obtained without onerous conditions or delays. Wehave also assumed that the design and construction of the redevelopment are in compliancewith the local planning regulations and have been approved by the relevant authorities. Inarriving at our opinion of value, we have adopted Direct Comparison Approach, InvestmentApproach or DCF Approach to assess the market value when completed and have also takeninto account the expended construction costs and the costs that will be expended to completethe redevelopment to reflect the quality of the completed redevelopment.

5. Sources of Information

We have been provided by the Group with extracts of documents in relation to the titlesto the properties. However, we have not inspected the original documents to ascertain anyamendments which may not appear on the copies handed to us.

In the course of our valuation, we have relied to a considerable extent on the informationgiven to us by the Group and its legal advisors, Tian Yuan Law Firm (北京市天元律師事務所)and Reed Smith LLP Solicitors regarding the title to each of the properties and the interestsof the Group in the properties in the PRC and the UK respectively. We have accepted advicegiven by the Group on such matters as planning approvals or statutory notices, easements,tenure, identification of land buildings, completion date of buildings, number of car parkingspaces and guest rooms, particulars of occupancy, tenancy details, development orredevelopment schemes, construction costs, site and floor areas, interest attributable to theGroup and all other relevant matters.

Dimensions, measurements and areas included in our valuations are based oninformation provided to us and are therefore only approximations. We have had no reason todoubt the truth and accuracy of the information provided to us by the Group which is materialto the valuations. We were also advised by the Group that no material facts have been omittedfrom the information provided.

6. Title Investigation

We have been provided with extracts of documents relating to the titles of the propertiesin the PRC and in the UK, but no searches have been made in respect of the properties. Wehave not searched the original documents to verify ownership or to ascertain any amendmentwhich may not appear on the copies handed to us. We are also unable to ascertain the titlesof the properties in the PRC and in the UK and we have therefore relied on the advice givenby the Group and its legal advisors regarding the Group’s interests in the properties.


— IV-4 —

7. Site Inspection

We inspected the exterior and, whenever possible, the interior of the properties in 2014.However, we have not carried out any investigations on site to determine the suitability of thesoil conditions and the services etc. for any future development. Our valuations are preparedon the assumption that these aspects are satisfactory and that no extraordinary costs or delayswill be incurred during the construction period. Moreover, no structural survey has been made,but in the course of our inspection, we did not note any serious defects. We are not, however,able to report that the properties are free of rot, infestation or any other structural defects. Notests were carried out with respect to any of the services. Unless otherwise stated, we havenot been able to carry out on-site measurements to verify the site and floor areas of theproperties and we have assumed that the areas shown on the documents handed to us arecorrect.

8. Currency and Exchange Rates

Unless otherwise stated, all sums stated in our valuations are in Renminbi (“RMB”), theofficial currency of the PRC, in respect of the properties in the PRC, or in Pound Sterling(“GBP”), the official currency of the UK, in respect of the property in the UK.

We enclose herewith a summary of our valuations.

Yours faithfully,for and on behalf of

DTZ Debenham Tie Leung LimitedAndrew K.F. Chan

Registered Professional Surveyor(General Practice)

Registered China Real Estate AppraiserMSc., M.H.K.I.S.Senior Director

Valuation and Advisory Services

Note: Andrew K. F. Chan was elected a professional member of The Hong Kong Institute of Surveyors in 1992. Mr.

Chan is a Registered Professional Surveyor (General Practice) with over 27 years’ experience in various fields

of the property industry in the PRC and Europe. He has been providing advice relating to property valuation,

development consultancy and land administration matters in the PRC and Europe and has participated in

assignments in relation to property market research.

The valuation of the property in the UK in Group VII was undertaken by Andrew K.F. Chan in collaboration with

Jonathan Stickells and Victoria Baker-Sinclair of our London office. Jonathan Stickells is a senior director of

DTZ London office. He is a member of The Royal Institution of Chartered Surveyors with 21 years’ experience

in real estate industry and property valuation. Victoria Baker-Sinclair is an associate director of DTZ London

office. She is a member of The Royal Institution of Chartered Surveyors with 8 years’ experience in property

valuation.


— IV-5 —

Property Group(Group I - Group VI)

No. ofProperties

Market Value inExisting State as at

Valuation Date

Market Valuein Existing State

Attributable to theGroup as at

Valuation Date

(RMB Million) (RMB Million)

Group I - Properties held by the Group foroccupation in the PRC . . . . . . . . . . . . . . . . . 13 1,439 1,415

Group II - Properties held by the Group foroperation as hotel in the PRC . . . . . . . . . . . . 54 32,510 32,510

Group III - Properties held by the Group forinvestment in the PRC . . . . . . . . . . . . . . . . . 107 191,351 188,947

Group IV - Properties held by the Group for salein the PRC. . . . . . . . . . . . . . . . . . . . . . . . . 67 37,648 37,117

Group V - Properties held by the Group underdevelopment in the PRC . . . . . . . . . . . . . . . . 105 183,500 181,479

Group VI - Properties held by the Group for futuredevelopment in the PRC . . . . . . . . . . . . . . . . 24 21,192 20,776

Sub-Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 370 467,640 462,244

Property Group(Group VII)

No. ofProperties

Market Value inExisting State as at

Valuation Date

Market Valuein Existing State

Attributable to theGroup as at

Valuation Date

(GBP Million) (GBP Million)

Group VII - Property held by the Group forredevelopment in the UK . . . . . . . . . . . . . . . 1 133 105

Sub-Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 133 105

Note:

(1) The market value of the property in Group VII as at the valuation date was approximately RMB1,329 million. The

market value of the property in Group VII attributable to the Group as at the valuation date was approximately

RMB1,049 million. The exchange rate adopted in our valuation is GBP1=RMB9.99 which was the middle rate

published by the Bank of China as at the valuation date.


— IV-6 —

GR

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— IV-7 —

GR

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— IV-8 —

GR

OU

PII

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

FO

RO

PE

RA

TIO

NA

SH

OT

EL

INT

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PR

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ms

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0%

1,0

90


— IV-9 —

GR

OU

PII

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

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SH

OT

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INT

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PR

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on

’t)

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lua

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te

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rib

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isti

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te

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rib

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Gro

up

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lua

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n

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te

(sq

.m

.)(R

MB

Mill

ion

)(%

)(R

MB

Mill

ion

)

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u

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ng

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ng

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nd

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ea

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tel

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an

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ng

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an

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ng

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ng

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tric

t

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mm

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ial

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tel

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ay

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rbin

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xi

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rbin

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ng

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t

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mm

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ial

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13

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mm

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ial

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stm

en

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.

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rbin

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ng

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g

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tric

t

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mm

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ial

Jun

20

45

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tel

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ct2

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89

01

00

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14

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en

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.

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fei

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oh

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ict

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ial

Jun

20

49

Ho

tel

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31

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00

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0%

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15

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om

me

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ina

nce

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tel,

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ice

16

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20

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tel

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10

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0

16

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an

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an

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za

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17

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ial

Oct

20

50

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tel

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13

29

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40

10

0%

44

0

19

Na

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tric

t

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om

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teri

ng

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20

48

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50

76

01

00

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60


— IV-10 —

GR

OU

PII

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

FO

RO

PE

RA

TIO

NA

SH

OT

EL

INT

HE

PR

C(c

on

’t)

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lua

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ma

rya

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be

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4(c

on

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te

(sq

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MB

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ion

)(%

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MB

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ion

)

21

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pe

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om

mo

da

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17

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20

47

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17

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20

47

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teri

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70


— IV-11 —

GR

OU

PII

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

FO

RO

PE

RA

TIO

NA

SH

OT

EL

INT

HE

PR

C(c

on

’t)

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lua

tio

nS

um

ma

rya

sa

t3

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ep

tem

be

r2

01

4(c

on

’t)

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ert

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am

eH

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ict

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pir

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of

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rm

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f

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pe

rty

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pe

nin

gD

ate

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fR

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ms

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rke

tV

alu

ein

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ng

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as

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lua

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n

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te

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rib

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up

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up

as

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lua

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n

Da

te

(sq

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.)(R

MB

Mill

ion

)(%

)(R

MB

Mill

ion

)

32

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na

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da

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teri

ng

29

Jan

20

49

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tel

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5D

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85

51

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00

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10

33

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me

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njin

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do

ng

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tric

t

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mo

da

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teri

ng

23

Jun

20

51

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tel

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29

56

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stm

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ial

30

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20

47

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tel

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20

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20

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00

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42

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an

gzh

ou

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ng

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n

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t

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mm

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ial,

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sid

en

tia

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50

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tel

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ct2

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10


— IV-12 —

GR

OU

PII

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

FO

RO

PE

RA

TIO

NA

SH

OT

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INT

HE

PR

C(c

on

’t)

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lua

tio

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um

ma

rya

sa

t3

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ep

tem

be

r2

01

4(c

on

’t)

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eH

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ict

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pir

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Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

AO

pe

nin

gD

ate

No

.o

fR

oo

ms

Ma

rke

tV

alu

ein

Ex

isti

ng

Sta

te

as

at

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

to

the

Gro

up

Ma

rke

tV

alu

ein

Ex

isti

ng

Sta

te

Att

rib

uta

ble

to

the

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)(R

MB

Mill

ion

)(%

)(R

MB

Mill

ion

)

43

Ch

an

gsh

aW

an

da

Vis

taH

ote

l

Ch

an

gsh

aK

aif

u

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Ch

an

gsh

aK

aif

uD

istr

ict

Co

mm

erc

ial,

Re

sid

en

tia

l2

9Ju

l2

05

0H

ote

l6

7,5

36

.38

Au

g2

01

24

24

93

01

00

%9

30

44

Zh

en

jian

gW

an

da

Ho

tel

Zh

en

jian

gW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Zh

en

jian

gR

un

zho

u

Dis

tric

t

Acc

om

mo

da

tio

n&

Ca

teri

ng

20

De

c2

04

9H

ote

l4

3,2

89

.65

Au

g2

011

28

05

20

10

0%

52

0

45

Ch

on

gq

ing

Wa

nd

aB

Ho

tel

Ch

on

gq

ing

Wa

nd

a

Ho

tel

Ma

na

ge

me

nt

Co

.,L

td.

Ch

on

gq

ing

Na

n’a

nD

istr

ict

Acc

om

mo

da

tio

n&

Ca

teri

ng

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om

me

rcia

l

9Ju

n2

04

6H

ote

l4

0,9

04

.42

De

c2

00

93

19

63

01

00

%6

30

46

Ch

on

gq

ing

Wa

nd

aA

Ho

tel

Ch

on

gq

ing

Wa

nzh

ou

Wa

nd

a

Ho

tel

Ma

na

ge

me

nt

Co

.,L

td.

Ch

on

gq

ing

Wa

nzh

ou

Dis

tric

t

Acc

om

mo

da

tio

n&

Ca

teri

ng

13

Jul

20

50

Ho

tel

36

,13

6.2

1Ju

l2

01

32

53

39

01

00

%3

90

47

We

ifa

ng

Wa

nd

a

Ho

tel

We

ifa

ng

Wa

nd

a

Pla

zaC

o.,

Ltd

.

We

ifa

ng

Ku

iwe

nD

istr

ict

Co

mm

erc

ial

&O

ffic

e,

Re

sid

en

tia

l

4A

pr

20

52

Ho

tel

30

,74

2.6

1M

ay

20

14

27

14

30

10

0%

43

0

48

Ch

ife

ng

Wa

nd

a

Re

alm

Ho

tel

Ch

ife

ng

Wa

nd

a

Pla

zaC

o.,

Ltd

.

Ch

ife

ng

Xin

che

ng

Dis

tric

t

Re

sid

en

tia

l,C

om

me

rcia

l3

0D

ec

20

51

Ho

tel

40

,06

9.4

8Ju

n2

01

43

53

43

01

00

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30

49

Jin

ing

Wa

nd

a

Re

alm

Ho

tel

Jin

ing

Taib

ailu

Wa

nd

aP

laza

Co

.,

Ltd

.

Jin

ing

Sh

izh

on

g

Dis

tric

t

Re

sid

en

tia

l,C

om

me

rcia

l3

1O

ct2

05

2H

ote

l3

0,5

00

.38

Jul

20

14

30

74

10

10

0%

41

0

50

Jin

hu

aW

an

da

Re

alm

Ho

tel

Jin

hu

aW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Jin

hu

aJi

nd

on

g

Dis

tric

t

Co

mm

erc

ial

31

Au

g2

05

2H

ote

l3

5,6

76

.68

Jul

20

14

33

04

20

10

0%

42

0

51

Ch

an

gzh

ou

Wa

nd

aR

ea

lm

Ho

tel

Ch

an

gzh

ou

Wu

jin

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Ch

an

gzh

ou

Wu

jinD

istr

ict

Re

sid

en

tia

l,C

om

me

rcia

l8

Oct

20

52

Ho

tel

37

,05

0.1

4A

ug

20

14

26

34

10

10

0%

41

0

52

Do

ng

gu

an

Do

ng

che

ng

Wa

nd

aV

ista

Ho

tel

Do

ng

gu

an

Do

ng

che

ng

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Do

ng

gu

an

Do

ng

che

ng

Dis

tric

t

Co

mm

erc

ial,

Re

sid

en

tia

l1

Jun

20

52

Ho

tel

37

,41

9.8

5S

ep

20

14

30

65

70

10

0%

57

0


— IV-13 —

GR

OU

PII

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

FO

RO

PE

RA

TIO

NA

SH

OT

EL

INT

HE

PR

C(c

on

’t)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

AO

pe

nin

gD

ate

No

.o

fR

oo

ms

Ma

rke

tV

alu

ein

Ex

isti

ng

Sta

te

as

at

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

to

the

Gro

up

Ma

rke

tV

alu

ein

Ex

isti

ng

Sta

te

Att

rib

uta

ble

to

the

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)(R

MB

Mill

ion

)(%

)(R

MB

Mill

ion

)

53

Ma

’an

sha

n

Wa

nd

aR

ea

lm

Ho

tel

Ma

’an

sha

nW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Ma

’an

sha

nY

ush

an

Dis

tric

tC

om

me

rcia

l,R

esi

de

nti

al

21

Se

p2

05

2H

ote

l3

0,1

07

.80

Se

p2

01

42

80

36

01

00

%3

60

54

Jin

gzh

ou

Wa

nd

a

Re

alm

Ho

tel

Jin

gzh

ou

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Jin

gzh

ou

Jin

gzh

ou

Dis

tric

t

Co

mm

erc

ial,

Re

sid

en

tia

l2

9Ja

n2

05

3H

ote

l3

6,9

59

.31

Se

p2

01

42

85

45

01

00

%4

50

Tota

l2

,31

4,3

23

.13

16

,62

53

2,5

10

32

,51

0


— IV-14 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

1C

ha

ng

chu

n

Ch

on

gq

ing

lu

Wa

nd

aP

laza

Jilin

Pro

vin

ce

Diw

an

gP

rop

ert

y

De

velo

pm

en

tC

o.,

Ltd

.

Ch

an

gch

un

Ch

ao

yan

g

Dis

tric

t

Co

mm

erc

ial

19

Fe

b2

05

3R

eta

il4

7,1

34

.82

Jan

20

03

16

91

00

%2

07

39

10

0%

73

9

2N

an

cha

ng

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yi

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nd

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ho

pp

ing

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za

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nch

an

g

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ng

gu

tan

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nd

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zaIn

vest

me

nt

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.,L

td.

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nch

an

gD

on

gh

uD

istr

ict

Co

mm

erc

ial

Jun

20

42

Re

tail

36

,27

9.5

0A

ug

20

03

18

41

00

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32

91

00

%3

29

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ian

jinH

ep

ing

jinjie

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nd

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laza

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He

do

ng

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nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Tia

njin

He

pin

gD

istr

ict

Co

mm

erc

ial

11Ju

l2

04

2R

eta

il2

8,4

83

.14

De

c2

00

3—

0%

—4

35

10

0%

43

5

4 Not

e(1)

Be

ijin

gC

BD

Wa

nd

a

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za

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ijin

gW

an

da

Pla

zaP

rop

ert

y

De

velo

pm

en

tC

o.,

Ltd

.

Be

ijin

gC

ha

oya

ng

Dis

tric

t

Co

mm

erc

ial,

Off

ice

,

Ba

sem

en

tC

ar

Pa

rk,

Ho

tel

Co

mm

erc

ial:

28

Jul

20

44

;

Off

ice

:

28

Jul

20

54

;

Ca

rP

ark

:

28

Jul

20

54

Re

tail,

Ca

r

Pa

rk,

Off

ice

15

9,1

70

.48

De

c2

00

61

,38

31

00

%9

55

,86

61

00

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,86

6

5N

ing

bo

Yin

zho

u

Wa

nd

aP

laza

Nin

gb

oW

an

da

Co

mm

erc

ial

Pla

za

Co

.,L

td.

Nin

gb

oY

inzh

ou

Dis

tric

t

Co

mm

erc

ial

29

No

v2

04

4R

eta

il2

60

,57

3.1

9D

ec

20

06

1,2

33

10

0%

15

53

,31

51

00

%3

,31

5

6S

ha

ng

ha

i

Wu

jiao

cha

ng

Wa

nd

aP

laza

Sh

an

gh

ai

Wa

nd

a

Co

mm

erc

ial

Pla

za

Pro

pe

rty

Co

.,L

td.

Sh

an

gh

ai

Ya

ng

pu

Dis

tric

tC

om

me

rcia

l,O

ffic

e1

2Ja

n2

05

3R

eta

il,C

ar

Pa

rk

24

2,1

20

.00

De

c2

00

67

53

10

0%

38

71

0,5

49

10

0%

10

,54

9

7H

arb

inX

ian

gfa

ng

Wa

nd

aP

laza

Ha

rbin

Wa

nd

a

Co

mm

erc

ial

Inve

stm

en

tC

o.,

Ltd

.

Ha

rbin

Xia

ng

fan

g

Dis

tric

t

Co

mm

erc

ial

Jun

20

45

Re

tail

13

2,8

68

.22

Oct

20

07

76

71

00

%7

21

,37

31

00

%1

,37

3


— IV-15 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

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pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

8C

he

ng

du

Jin

hu

alu

Wa

nd

aP

laza

Ch

en

gd

uW

an

da

Co

mm

erc

ial

Pla

za

Inve

stm

en

tC

o.,

Ltd

.

Ch

en

gd

uJi

njia

ng

Dis

tric

tR

esi

de

nti

al,

Co

mm

erc

ial

6Ju

l2

04

6R

eta

il2

28

,48

7.2

4D

ec

20

07

1,4

19

10

0%

14

43

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41

00

%3

,11

4

9X

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acu

n

Wa

nd

aP

laza

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nW

an

da

Co

mm

erc

ial

Pla

za

Co

.,L

td.

Xi’a

nB

eili

nD

istr

ict

Co

mm

erc

ial

17

Jul

20

47

Re

tail

13

1,4

25

.38

Ma

y2

00

85

62

10

0%

81

1,8

57

10

0%

1,8

57

10

Be

ijin

gS

hiji

ng

sha

n

Wa

nd

aP

laza

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ijin

gY

inh

e

Wa

nd

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rop

ert

y

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.,L

td.

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ijin

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hiji

ng

sha

n

Dis

tric

t

Ba

sem

en

tC

ar

Pa

rk,

Off

ice

,B

ase

me

nt

Co

mm

erc

ial,

Co

mm

erc

ial

Co

mm

erc

ial:

20

Jun

20

47

;

Ca

rP

ark

:

20

Jun

20

57

Re

tail,

Ca

r

Pa

rk

12

8,1

20

.34

De

c2

00

87

71

10

0%

90

2,7

44

10

0%

2,7

44

11S

uzh

ou

Pin

gjia

ng

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nd

aP

laza

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zho

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an

da

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zaIn

vest

me

nt

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.,L

td.

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zho

uG

usu

Dis

tric

tC

om

me

rcia

l1

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n2

04

6R

eta

il1

50

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0.1

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ep

20

09

71

99

2%

56

1,1

80

10

0%

1,1

80

12

Sh

an

gh

ai

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ou

pu

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nd

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laza

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an

gh

ai

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nd

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o.,

Ltd

.

Sh

an

gh

ai

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do

ng

Ne

w

Dis

tric

t

Co

mm

erc

ial,

Off

ice

,

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an

ce

30

De

c2

04

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56

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ep

20

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88

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22

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10

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3,3

35

13

Sh

en

yan

g

Taiy

ua

njie

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nd

a

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za

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en

yan

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an

da

Pro

pe

rty

Co

.,L

td.

Sh

en

yan

gH

ep

ing

Dis

tric

tC

om

me

rcia

l7

Jun

20

42

Re

tail

89

,81

2.5

4N

ov

20

09

29

21

00

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61

,44

61

00

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6

14

Not

e(2)

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gd

ao

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nd

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laza

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gd

ao

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nd

a

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.

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gd

ao

Sh

ibe

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istr

ict

Re

sid

en

tia

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om

me

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l2

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ov

20

47

Re

tail

12

5,1

57

.43

No

v2

00

91

26

10

0%

88

2,0

13

10

0%

2,0

13

15

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on

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ing

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np

ing

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nd

aP

laza

Ch

on

gq

ing

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nd

a

Co

mm

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ial

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za

Co

.,L

td.

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on

gq

ing

Na

n’a

nD

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ict

Co

mm

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ial

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eta

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ar

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rk

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c2

00

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10

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91

2,1

47

10

0%

2,1

47

16

Not

e(3)

Na

njin

gJi

an

ye

Wa

nd

aP

laza

Na

njin

gW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Na

njin

gJi

an

yeD

istr

ict

Co

mm

erc

ial

22

Jun

20

48

Re

tail

14

9,0

53

.03

De

c2

00

9—

10

0%

114

2,3

60

10

0%

2,3

60


— IV-16 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

17

Xi’a

nM

inle

yua

n

Wa

nd

aP

laza

Sh

aa

nxi

Yin

fen

g

Min

leP

rop

ert

yC

o.,

Ltd

.

Xi’a

nX

inch

en

g

Dis

tric

t

Co

mm

erc

ial

29

Jul

20

48

Re

tail

14

6,3

87

.63

De

c2

00

96

74

10

0%

90

1,7

65

10

0%

1,7

65

18

Lu

oya

ng

Wa

nd

a

Pla

za

Lu

oya

ng

Wa

nd

a

Jia

nye

Pro

pe

rty

Co

.,L

td.

Lu

oya

ng

Jia

nxi

Dis

tric

tC

om

po

site

6Ju

l2

06

3R

eta

il9

6,2

40

.40

De

c2

00

95

12

10

0%

50

1,0

46

10

0%

1,0

46

19

Sh

en

yan

gT

iexi

Wa

nd

aP

laza

Sh

en

yan

gW

an

da

Pro

pe

rty

Co

.,L

td.

Sh

en

yan

gT

iexi

Dis

tric

tC

om

po

site

Re

sid

en

tia

l1

No

v2

04

6R

eta

il1

57

,23

8.0

0A

ug

20

10

85

68

8%

71

1,6

29

10

0%

1,6

29

20

Wu

xiB

inh

uW

an

da

Pla

za

Wu

xiW

an

da

Co

mm

erc

ial

Pla

za

Inve

stm

en

tC

o.,

Ltd

.

Wu

xiB

inh

uD

istr

ict

Co

mm

erc

ial

25

Oct

20

46

Re

tail

16

2,9

40

.02

Se

p2

01

08

59

95

%8

81

,80

41

00

%1

,80

4

21

Ch

an

gch

un

Ho

ng

qiji

eW

an

da

Pla

za

Jilin

Pro

vin

ce

Diw

an

gP

rop

ert

y

De

velo

pm

en

tC

o.,

Ltd

.

Ch

an

gch

un

Ch

ao

yan

g

Dis

tric

t

Co

mm

erc

ial

29

Ma

y2

05

9R

eta

il1

32

,99

2.7

1O

ct2

01

07

65

10

0%

88

2,0

34

10

0%

2,0

34

22

Ba

oto

uQ

ing

sha

n

Wa

nd

aP

laza

Ba

oto

uW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Ba

oto

uQ

ing

sha

n

Dis

tric

t

Co

mm

erc

ial,

Re

sid

en

tia

l2

5M

ay

20

49

Re

tail,

Ca

r

Pa

rk

17

4,7

95

.37

No

v2

01

07

54

10

0%

10

22

,01

01

00

%2

,01

0

23

Ho

hh

ot

Wa

nd

a

Pla

za

Ho

hh

ot

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Ho

hh

ot

Sa

iha

nD

istr

ict

Re

sid

en

tia

l,C

om

me

rcia

l2

6A

pr

20

49

Re

tail,

Ca

r

Pa

rk

16

2,0

09

.16

No

v2

01

08

30

10

0%

95

1,9

27

10

0%

1,9

27

24

Not

e(4)

Jin

an

We

ijia

zhu

an

g

Wa

nd

aP

laza

Jin

an

Wa

nd

a

Co

mm

erc

ial

Pla

za

Pro

pe

rty

Co

.,L

td.

Jin

an

Sh

izh

on

g

Dis

tric

t

Co

mm

erc

ial

9A

ug

20

49

Re

tail

112

,28

3.9

7N

ov

20

10

—1

00

%9

61

,97

81

00

%1

,97

8

25

Tia

njin

He

do

ng

Wa

nd

aP

laza

Tia

njin

He

do

ng

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Tia

njin

He

do

ng

Dis

tric

tC

om

me

rcia

l2

5Ju

n2

04

9R

eta

il1

65

,85

3.1

4N

ov

20

10

75

01

00

%9

11

,80

71

00

%1

,80

7


— IV-17 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

26

Xia

ng

yan

gW

an

da

Pla

za

Xia

ng

yan

gW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Xia

ng

yan

gG

ao

xin

Dis

tric

tC

om

me

rcia

l,C

om

po

site

20

Jul

20

49

Re

tail

16

5,1

62

.88

No

v2

01

01

,05

01

00

%8

11

,43

21

00

%1

,43

2

27

Yic

ha

ng

Wa

nd

a

Pla

za

Yic

ha

ng

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Yic

ha

ng

Wu

jiag

an

g

Dis

tric

t

Co

mm

erc

ial

30

Ma

y2

04

9R

eta

il1

45

,78

4.8

0N

ov

20

10

76

11

00

%7

51

,44

61

00

%1

,44

6

28

Not

e(5)

Nin

gb

oJi

an

gb

ei

Wa

nd

aP

laza

Nin

gb

oJi

an

gb

ei

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Nin

gb

oJi

an

gb

ei

Dis

tric

t

Co

mm

erc

ial

&O

ffic

e1

4S

ep

20

49

Re

tail

12

7,2

92

.41

De

c2

01

01

79

10

0%

86

1,8

06

10

0%

1,8

06

29

Gu

an

gzh

ou

Ba

iyu

n

Wa

nd

aP

laza

Gu

an

gzh

ou

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Gu

an

gzh

ou

Ba

iyu

nD

istr

ict

Co

mm

erc

ial

&O

ffic

e2

9N

ov

20

49

Re

tail

19

4,3

32

.98

De

c2

01

01

,60

71

00

%1

05

2,2

09

10

0%

2,2

09

30

Sh

ao

xin

gK

eq

iao

Wa

nd

aP

laza

Sh

ao

xin

gK

eq

iao

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Sh

ao

xin

gK

eq

iao

Dis

tric

tC

om

me

rcia

l,B

ase

me

nt

Co

mm

erc

ial,

Ba

sem

en

t

Ca

rP

ark

29

Se

p2

04

9R

eta

il1

72

,15

2.0

1D

ec

20

10

99

21

00

%9

51

,60

11

00

%1

,60

1

31

Not

e(6)

Wu

ha

nL

ing

jiao

hu

Wa

nd

aP

laza

Wu

ha

nW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Wu

ha

nJi

an

gh

an

Dis

tric

t

Co

mm

erc

ial

22

Jun

20

49

Re

tail

115

,46

0.3

1D

ec

20

10

—1

00

%9

81

,83

31

00

%1

,83

3

32

Fu

zho

uJi

nro

ng

jie

Wa

nd

aP

laza

Fu

zho

uW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Fu

zho

uTa

ijia

ng

Dis

tric

tC

om

me

rcia

l2

2Ju

l2

04

9R

eta

il,C

ar

Pa

rk

16

3,0

16

.16

De

c2

01

09

23

10

0%

89

2,1

62

10

0%

2,1

62

33

He

fei

Ba

oh

eW

an

da

Pla

za

He

fei

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

He

fei

Ba

oh

eD

istr

ict

Co

mm

erc

ial

23

Jun

20

49

Re

tail

17

9,0

34

.59

De

c2

01

01

,08

81

00

%1

01

1,9

24

10

0%

1,9

24

34

Not

e(7)

Hu

ai’a

nW

an

da

Pla

za

Hu

ai’a

nW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Hu

ai’a

nQ

ing

he

Dis

tric

tC

om

me

rcia

l,F

ina

nce

,

Ho

tel,

Off

ice

16

Oct

20

48

Re

tail

12

7,5

21

.88

Jan

20

11—

83

%6

81

,45

71

00

%1

,45

7


— IV-18 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

35

Sh

an

gh

ai

Jia

ng

qia

o

Wa

nd

aP

laza

Sh

an

gh

ai

Jia

din

g

Wa

nd

aIn

vest

me

nt

Co

.,L

td.

Sh

an

gh

ai

Jia

din

gD

istr

ict

Co

mm

erc

ial,

Re

sid

en

tia

l,O

ffic

e

7M

ay

20

49

Re

tail

21

2,3

46

.29

Jun

20

111

,64

21

00

%1

40

3,8

43

10

0%

3,8

43

36

Zh

en

jian

gW

an

da

Pla

za

Zh

en

jian

gW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Zh

en

jian

gR

un

zho

u

Dis

tric

t

Co

mm

erc

ial

&O

ffic

e2

0D

ec

20

49

Re

tail

16

7,4

31

.16

Au

g2

011

1,1

00

10

0%

71

1,5

84

10

0%

1,5

84

37

Wu

ha

nJi

ng

kai

Wa

nd

aP

laza

Wu

ha

nJi

ng

kai

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Wu

ha

nE

con

om

ica

nd

Tech

no

log

ica

l

De

velo

pm

en

t

Zo

ne

Co

mm

erc

ial

3Ju

n2

05

0R

eta

il1

60

,14

2.7

4A

ug

20

119

98

10

0%

80

1,6

74

10

0%

1,6

74

38

Xia

me

nH

uli

Wa

nd

a

Pla

za

Xia

me

nH

uli

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Xia

me

nH

uli

Dis

tric

tC

om

me

rcia

lF

aci

litie

s,

Ca

rP

ark

29

Ap

r2

05

0R

eta

il,

Ca

nte

en

,C

ar

Pa

rk

17

7,1

51

.86

Se

p2

011

1,2

21

99

%1

00

1,7

66

10

0%

1,7

66

39

Yin

chu

an

Jin

fen

g

Wa

nd

aP

laza

Yin

chu

an

Jin

fen

g

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Yin

chu

an

Jin

fen

gD

istr

ict

Co

mm

erc

ial

30

Jan

20

50

Re

tail

16

6,3

18

.61

Se

p2

011

1,0

72

10

0%

97

1,6

99

10

0%

1,6

99

40

Not

e(8)

Sh

ijia

zhu

an

gY

uh

ua

Wa

nd

aP

laza

Sh

ijia

zhu

an

g

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Sh

ijia

zhu

an

gY

uh

ua

Dis

tric

tC

om

me

rcia

l&

Off

ice

,

Re

sid

en

tia

l,

En

tert

ain

me

nt

30

De

c2

04

8R

eta

il1

91

,94

6.6

2S

ep

20

118

44

10

0%

117

2,5

39

10

0%

2,5

39

41

Wu

ha

nC

en

tra

l

Cu

ltu

reC

ity

Ch

uh

eh

an

Str

ee

t

Wu

ha

nW

an

da

Do

ng

hu

Pro

pe

rty

Co

.,L

td.

Wu

ha

nW

uch

an

g

Dis

tric

t

Co

mm

erc

ial

25

Ap

r2

05

1R

eta

il1

85

,48

4.8

4S

ep

20

111

,61

78

2%

15

34

,12

01

00

%4

,12

0

42

Zh

en

gzh

ou

Zh

on

gyu

an

Wa

nd

a

Pla

za

Zh

en

gzh

ou

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Zh

en

gzh

ou

Zh

on

gyu

an

Dis

tric

t

Co

mm

erc

ial,

Re

sid

en

tia

l8

Se

p2

05

0R

eta

il1

64

,58

5.0

2O

ct2

011

93

61

00

%9

91

,94

61

00

%1

,94

6

43

La

ng

fan

gW

an

da

Pla

za

La

ng

fan

gW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

La

ng

fan

gG

ua

ng

yan

g

Dis

tric

t

Co

mm

erc

ial,

Re

sid

en

tia

l1

9Ju

n2

05

0R

eta

il1

61

,39

6.7

5N

ov

20

111

,15

81

00

%7

61

,63

81

00

%1

,63

8


— IV-19 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

44

Not

e(9)

Da

qin

gS

ae

rtu

Wa

nd

aP

laza

Da

qin

gS

ae

rtu

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Da

qin

gS

ae

rtu

Dis

tric

tC

om

me

rcia

l2

1D

ec

20

49

Re

tail

14

1,6

00

.47

No

v2

011

52

81

00

%6

71

,46

31

00

%1

,46

3

45

Fu

zho

uC

an

gsh

an

Wa

nd

aP

laza

Fu

zho

uW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Fu

zho

uC

an

gsh

an

Dis

tric

t

Co

mm

erc

ial

27

Jul

20

50

Re

tail,

Ca

r

Pa

rk

18

3,7

94

.82

De

c2

011

1,0

12

10

0%

93

2,3

95

10

0%

2,3

95

46

Not

e(10

)Ta

izh

ou

Wa

nd

a

Pla

za

Taiz

ho

uH

aili

ng

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Taiz

ho

uH

aili

ng

Dis

tric

tC

om

me

rcia

lM

ar

20

50

Re

tail

117

,15

3.6

4D

ec

20

111

56

87

%7

31

,46

61

00

%1

,46

6

47

Ch

an

gzh

ou

Xin

be

i

Wa

nd

aP

laza

Ch

an

gzh

ou

Xin

be

i

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Ch

an

gzh

ou

Xin

be

iD

istr

ict

Co

mm

erc

ial,

Re

sid

en

tia

l,O

ffic

e

29

Jun

20

50

Re

tail

17

2,4

98

.47

De

c2

011

1,3

13

10

0%

83

1,7

34

10

0%

1,7

34

48

Tan

gsh

an

Lu

na

n

Wa

nd

aP

laza

Tan

gsh

an

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Tan

gsh

an

Lu

na

nD

istr

ict

Co

mm

erc

ial

29

Jan

20

49

Re

tail,

Ca

r

Pa

rk

19

1,8

24

.28

De

c2

011

90

78

8%

10

32

,35

21

00

%2

,35

2

49

Not

e(11

)D

alia

nW

an

da

Ce

ntr

e

Da

lian

Wa

nd

a

Co

mm

erc

ial

Pro

pe

rtie

sC

o.,

Ltd

.

Da

lian

Zh

on

gsh

an

Dis

tric

t

Acc

om

mo

da

tio

n&

Ca

teri

ng

22

Se

p2

04

8O

ffic

e9

3,8

49

.56

Fe

b2

01

23

50

73

%6

41

,39

51

00

%1

,39

5

50

Sh

an

gh

ai

Ba

osh

an

Wa

nd

aP

laza

Sh

an

gh

ai

Ba

osh

an

Wa

nd

aIn

vest

me

nt

Co

.,L

td.

Sh

an

gh

ai

Ba

osh

an

Dis

tric

t

Co

mm

erc

ial

15

Se

p2

05

0R

eta

il1

69

,02

6.2

3Ju

n2

01

21

,15

51

00

%9

82

,84

86

5%

1,8

51

51

He

fei

Tia

n’e

hu

Wa

nd

aP

laza

He

fei

Tia

n’e

hu

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

He

fei

Zh

en

gw

u

Dis

tric

t

Co

mm

erc

ial

Se

p2

05

0R

eta

il1

76

,95

5.3

0Ju

l2

01

21

,39

51

00

%8

61

,70

91

00

%1

,70

9


— IV-20 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

52

Jin

jian

gW

an

da

Pla

za

Jin

jian

gW

an

da

Pla

zaC

o.,

Ltd

.

Jin

jian

gJi

njia

ng

Co

mm

erc

ial

11N

ov

20

50

Re

tail,

Ca

r

Pa

rk

20

2,7

47

.19

Au

g2

01

21

,81

39

9%

91

1,8

46

10

0%

1,8

46

53

Nin

gd

eW

an

da

Pla

za

Nin

gd

eW

an

da

Pla

zaC

o.,

Ltd

.

Nin

gd

eJi

ao

che

ng

Dis

tric

t

Co

mm

erc

ial,

Co

mm

erc

ial

&O

ffic

e,

Acc

om

mo

da

tio

n&

Ca

teri

ng

,R

esi

de

nti

al

3Ja

n2

05

1R

eta

il,C

ar

Pa

rk

16

4,9

28

.39

Au

g2

01

29

91

10

0%

77

1,5

38

10

0%

1,5

38

54

Not

e(12

)N

an

cha

ng

Ho

ng

gu

tan

Wa

nd

a

Pla

za

Na

nch

an

g

Ho

ng

gu

tan

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Na

nch

an

gH

on

gg

uta

n

Ne

wD

istr

ict

Co

mm

erc

ial

Oct

20

50

Re

tail

15

6,4

12

.71

Au

g2

01

26

34

10

0%

83

1,6

68

10

0%

1,6

68

55

Sh

en

yan

gB

eiy

ilu

Wa

nd

aP

laza

Sh

en

yan

gW

an

da

Pro

pe

rty

Co

.,L

td.

Sh

en

yan

gT

iexi

Dis

tric

tC

om

me

rcia

l1

3Ju

n2

05

0R

eta

il1

69

,81

0.1

8A

ug

20

12

94

08

7%

75

2,0

07

10

0%

2,0

07

56

Wu

hu

Jin

gh

u

Wa

nd

aP

laza

Wu

hu

Wa

nd

aP

laza

Co

.,L

td.

Wu

hu

Jin

gh

uD

istr

ict

Co

mm

erc

ial,

Off

ice

,

Ho

tel,

Re

sid

en

tia

l

24

Ma

r2

05

1R

eta

il1

57

,90

5.4

7S

ep

20

12

68

81

00

%7

91

,51

21

00

%1

,51

2

57

Qin

gd

ao

Lic

an

g

Wa

nd

aP

laza

Qin

gd

ao

Lic

an

g

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Qin

gd

ao

Lic

an

gD

istr

ict

Co

mm

erc

ial

&O

ffic

e2

7D

ec

20

50

Re

tail

18

2,8

26

.79

Se

p2

01

21

,12

01

00

%9

92

,05

01

00

%2

,05

0

58

Jia

ng

yin

Wa

nd

a

Pla

za

Jia

ng

yin

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Jia

ng

yin

Ch

en

gjia

ng

Tow

n

Co

mm

erc

ial,

Re

sid

en

tia

l1

9D

ec

20

50

Re

tail

19

4,1

80

.60

Se

p2

01

28

71

88

%1

00

2,0

56

10

0%

2,0

56

59

Qu

an

zho

uP

uxi

Wa

nd

aP

laza

Qu

an

zho

uP

uxi

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Qu

an

zho

uF

en

gze

Dis

tric

tC

om

me

rcia

l

(Acc

om

mo

da

tio

n&

Ca

teri

ng

,C

om

me

rcia

l&

Off

ice

),R

esi

de

nti

al

2A

ug

20

50

Re

tail,

Ca

r

Pa

rk

28

7,3

54

.61

Se

p2

01

22

,92

71

00

%1

04

2,6

08

10

0%

2,6

08

60

Zh

en

gzh

ou

Erq

i

Wa

nd

aP

laza

Zh

en

gzh

ou

Erq

i

Wa

nd

aP

laza

Co

.,

Ltd

.

Zh

en

gzh

ou

Erq

iD

istr

ict

Re

sid

en

tia

l,C

om

me

rcia

l7

Ma

r2

05

1R

eta

il1

72

,03

0.0

9O

ct2

01

21

,20

71

00

%9

61

,94

71

00

%1

,94

7

61

Zh

an

gzh

ou

Bih

u

Wa

nd

aP

laza

Zh

an

gzh

ou

Wa

nd

a

Pla

zaC

o.,

Ltd

.

Zh

an

gzh

ou

Lo

ng

we

n

Dis

tric

t

Co

mm

erc

ial,

Re

sid

en

tia

l2

4D

ec

20

50

Re

tail,

Ca

r

Pa

rk

22

0,2

65

.65

Oct

20

12

1,8

87

88

%8

81

,67

61

00

%1

,67

6


— IV-21 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

62

We

nzh

ou

Lo

ng

wa

n

Wa

nd

aP

laza

We

nzh

ou

Lo

ng

wa

n

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

We

nzh

ou

Lo

ng

wa

n

Dis

tric

t

Co

mm

erc

ial,

Co

mm

erc

ial

&O

ffic

e,

Acc

om

mo

da

tio

n&

Ca

teri

ng

24

Jan

20

51

Re

tail

24

3,1

49

.19

No

v2

01

21

,52

81

00

%1

22

2,6

28

10

0%

2,6

28

63

Taic

an

gW

an

da

Pla

za

Taic

an

gW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Taic

an

gC

he

ng

xia

ng

Tow

n

Co

mm

erc

ial,

Re

sid

en

tia

l1

9A

pr

20

51

Re

tail,

Ca

r

Pa

rk

16

9,9

98

.30

De

c2

01

29

00

83

%8

01

,60

81

00

%1

,60

8

64

Pu

tia

nW

an

da

Pla

za

Pu

tia

nW

an

da

Pla

zaC

o.,

Ltd

.

Pu

tia

nC

he

ng

xia

ng

Dis

tric

t

Co

mm

erc

ial,

Re

sid

en

tia

l,L

og

isti

cs,

Off

ice

,H

ote

l,A

nci

llary

Fa

cilit

ies

19

Jun

20

51

Re

tail,

Ca

r

Pa

rk

18

6,7

76

.82

De

c2

01

21

,09

39

5%

93

1,9

79

10

0%

1,9

79

65

Mia

nya

ng

Fu

che

ng

Wa

nd

aP

laza

Mia

nya

ng

Fu

che

ng

Wa

nd

aP

laza

Co

.,

Ltd

.

Mia

nya

ng

Fu

che

ng

Dis

tric

t

Co

mm

erc

ial,

Re

sid

en

tia

l2

5Ja

n2

05

1R

eta

il1

66

,50

6.4

4D

ec

20

12

1,0

60

10

0%

80

1,7

21

10

0%

1,7

21

66

Ch

en

gd

uJi

nn

iu

Wa

nd

aP

laza

Ch

en

gd

uJi

nn

iu

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Ch

en

gd

uJi

nn

iuD

istr

ict

Co

mp

osi

teR

esi

de

nti

al

2D

ec

20

50

Re

tail

21

5,0

05

.17

De

c2

01

21

,28

41

00

%1

29

2,6

26

10

0%

2,6

26

67

Wu

ha

nW

an

da

Ce

ntr

e

Wu

ha

nW

uch

an

g

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Wu

ha

nW

uch

an

g

Dis

tric

t

Co

mm

erc

ial

16

De

c2

04

9O

ffic

e8

5,2

00

.00

Se

p2

011

29

58

3%

59

1,1

30

10

0%

1,1

30

68

Da

lian

Ga

oxi

n

Wa

nd

aP

laza

Da

lian

Ga

oxi

n

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Da

lian

Ga

oxi

nD

istr

ict

Co

mm

erc

ial

&O

ffic

e2

9N

ov

20

52

Re

tail

20

3,5

93

.20

Ma

y2

01

31

,29

51

00

%8

82

,11

31

00

%2

,11

3

69

Not

e(13

)Y

ixin

gW

an

da

Pla

za

Yix

ing

Wa

nd

a

Pla

zaC

o.,

Ltd

.

Yix

ing

Yix

ing

Co

mm

erc

ial

16

Ma

r2

05

1R

eta

il1

89

,97

1.0

3M

ay

20

13

1,0

79

94

%9

01

,82

31

00

%1

,82

3


— IV-22 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

70

Xia

me

nJi

me

i

Wa

nd

aP

laza

Xia

me

nJi

me

i

Wa

nd

aP

laza

Co

.,

Ltd

.

Xia

me

nJi

me

iD

istr

ict

Co

mm

erc

ial

28

Jul

20

51

Re

tail,

Ca

r

Pa

rk

13

2,3

05

.65

Jun

20

13

72

31

00

%5

41

,09

91

00

%1

,09

9

71

Not

e(14

)W

uxi

Hu

ish

an

Wa

nd

aP

laza

Wu

xiH

uis

ha

n

Wa

nd

aP

laza

Co

.,

Ltd

.

Wu

xiH

uis

ha

n

Dis

tric

t

Co

mm

erc

ial

12

Jun

20

51

Re

tail

15

5,2

88

.91

Jun

20

13

75

11

00

%7

01

,53

31

00

%1

,53

3

72

Ch

on

gq

ing

Wa

nzh

ou

Wa

nd

a

Pla

za

Ch

on

gq

ing

Wa

nzh

ou

Wa

nd

a

Co

mm

erc

ial

Pla

za

Co

.,L

td.

Ch

on

gq

ing

Wa

nzh

ou

Dis

tric

t

Co

mm

erc

ial

13

Jul

20

50

Re

tail,

Ca

r

Pa

rk

13

9,5

23

.11

Jul

20

13

89

01

00

%6

31

,32

61

00

%1

,32

6

73

Not

e(15

)D

on

gg

ua

n

Ch

an

g’a

nW

an

da

Pla

za

Do

ng

gu

an

Ch

an

g‘a

nW

an

da

Pla

zaC

o.,

Ltd

.

Do

ng

gu

an

Ch

an

g’a

nTo

wn

Re

sid

en

tia

l,C

om

me

rcia

l2

3A

ug

20

51

Re

tail

15

3,0

15

.65

Jul

20

13

28

01

00

%8

31

,97

51

00

%1

,97

5

74

Sh

en

yan

gA

oti

Wa

nd

aP

laza

Sh

en

yan

gA

oti

Wa

nd

aP

laza

Co

.,

Ltd

.

Sh

en

yan

gH

un

na

nD

istr

ict

Co

mm

erc

ial

19

Se

p2

05

1R

eta

il1

64

,21

5.6

6Ju

l2

01

35

96

97

%5

61

,16

71

00

%1

,16

7

75

Not

e(16

)C

ha

ng

chu

n

Ku

an

che

ng

Wa

nd

a

Pla

za

Ch

an

gch

un

Ku

an

che

ng

Wa

nd

a

Pla

zaC

o.,

Ltd

.

Ch

an

gch

un

Ku

an

che

ng

Dis

tric

t

Co

mm

erc

ial

&O

ffic

e3

0M

ar

20

51

Re

tail

14

3,7

03

.03

Au

g2

01

33

88

97

%7

41

,52

61

00

%1

,52

6

76

Ha

rbin

Ha

xiW

an

da

Pla

za

Ha

rbin

Ha

xiW

an

da

Pla

zaC

o.,

Ltd

.

Ha

rbin

Na

ng

an

g

Dis

tric

t

Co

mm

erc

ial

20

Ma

r2

05

1R

eta

il2

18

,57

1.3

6S

ep

20

13

1,2

00

10

0%

98

2,4

29

10

0%

2,4

29

77

Not

e(17

)C

ha

ng

sha

Ka

ifu

Wa

nd

aP

laza

Ch

an

gsh

aK

aif

u

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Ch

an

gsh

aK

aif

uD

istr

ict

Co

mm

erc

ial,

Re

sid

en

tia

l2

9Ju

l2

05

0R

eta

il1

96

,47

3.0

7S

ep

20

13

1,2

20

10

0%

91

1,9

43

10

0%

1,9

43

78

Wu

ha

nC

en

tra

l

Cu

ltu

reC

ity

Ha

njie

Wa

nd

aP

laza

Wu

ha

nW

an

da

Do

ng

hu

Pro

pe

rty

Co

.,L

td.

Wu

ha

nW

uch

an

g

Dis

tric

t

Co

mm

erc

ial

25

Ap

r2

05

1R

eta

il1

29

,42

3.5

7S

ep

20

13

66

61

00

%4

71

,72

71

00

%1

,72

7


— IV-23 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

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rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

79

Yu

yao

Wa

nd

a

Pla

za

Yu

yao

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Yu

yao

Yu

yao

Co

mm

erc

ial

27

No

v2

05

1R

eta

il1

63

,39

9.8

1O

ct2

01

31

,38

09

5%

71

1,5

56

10

0%

1,5

56

80

Fu

shu

nW

an

da

Pla

za

Fu

shu

nW

an

da

Pla

zaC

o.,

Ltd

.

Fu

shu

nX

infu

Dis

tric

tC

om

me

rcia

l3

0M

ay

20

51

Re

tail

18

5,2

43

.26

No

v2

01

38

06

10

0%

75

1,4

10

10

0%

1,4

10

81

Xi’a

nD

am

ing

go

ng

Wa

nd

aP

laza

Xi’a

nD

am

ing

go

ng

Wa

nd

aP

laza

Co

.,

Ltd

.

Xi’a

nW

eiy

an

g

Dis

tric

t

Co

mm

erc

ial

4F

eb

20

52

Re

tail,

Ca

r

Pa

rk

18

7,5

88

.40

No

v2

01

31

,44

21

00

%8

11

,95

01

00

%1

,95

0

82

Be

ng

bu

Wa

nd

a

Pla

za

Be

ng

bu

Wa

nd

a

Pla

zaC

o.,

Ltd

.

Be

ng

bu

Be

ng

sha

n

Dis

tric

t

Co

mm

erc

ial

14

No

v2

05

1R

eta

il1

64

,22

3.3

5N

ov

20

13

1,1

89

10

0%

63

1,1

94

10

0%

1,1

94

83

Not

e(18

)X

uzh

ou

Wa

nd

a

Pla

za

Xu

zho

uW

an

da

Pla

zaC

o.,

Ltd

.

Xu

zho

uY

un

lon

g

Dis

tric

t

Co

mm

erc

ial,

Re

sid

en

tia

l,C

om

me

rcia

l

&O

ffic

e

28

No

v2

05

1R

eta

il1

41

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8.5

0D

ec

20

13

40

01

00

%8

11

,39

31

00

%1

,39

3

84

Da

nd

on

gW

an

da

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za

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nd

on

gW

an

da

Pla

zaC

o.,

Ltd

.

Da

nd

on

gZ

he

nxi

ng

Dis

tric

t

Re

sid

en

tia

l,C

om

me

rcia

l

&O

ffic

e

15

Jun

20

52

Re

tail

16

1,3

04

.19

De

c2

01

37

81

99

%7

41

,75

01

00

%1

,75

0

85

Not

e(19

)N

an

jing

Jia

ng

nin

g

Wa

nd

aP

laza

Na

njin

gJi

an

gn

ing

Wa

nd

aP

laza

Co

.,

Ltd

.

Na

njin

gJi

an

gn

ing

Dis

tric

t

Co

mm

erc

ial

15

Fe

b2

05

2R

eta

il1

68

,58

4.7

7D

ec

20

13

99

01

00

%1

08

2,6

47

10

0%

2,6

47

86

Sa

nya

Wa

nd

a

Ha

ita

ng

Ba

y

Cu

ltu

ral

Ce

ntr

e

Sa

nya

Wa

nd

aH

ote

l

Co

.,L

td.

Sa

nya

Ha

ita

ng

Ba

y

Tow

n

Co

mm

erc

ial

17

Jul

20

47

Re

tail

13

,10

0.6

4D

ec

20

10

—1

00

%2

23

41

00

%2

34

87

Na

nch

an

gW

an

da

Xin

gch

en

g

Kin

de

rga

rte

n

Na

nch

an

gW

an

da

Pro

pe

rty

De

velo

pm

en

tC

o.,

Ltd

.

Na

nch

an

gH

on

gg

uta

n

Ne

wD

istr

ict

Re

sid

en

tia

lP

ha

se1

Kin

de

rga

rte

n:

De

c2

07

1;

Ph

ase

3

Kin

de

rga

rte

n:

Jul

20

72

Re

tail

6,0

92

.77

De

c2

00

6—

10

0%

0.4

27

10

0%

27

88

Sh

en

yan

gT

iexi

Wa

nd

aP

laza

Kin

de

rga

rte

n

Sh

en

yan

gW

an

da

Pro

pe

rty

Co

.,L

td.

Sh

en

yan

gT

iexi

Dis

tric

tC

om

po

site

Re

sid

en

tia

l1

No

v2

05

6R

eta

il4

,33

8.0

0D

ec

20

11—

10

0%

0.5

24

10

0%

24


— IV-24 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

89

Ha

rbin

Da

oli

Wa

nd

aP

laza

Sh

op

s

Ha

rbin

Wa

nd

a

Pla

zaB

usi

ne

ss

Ma

na

ge

me

nt

Co

.,

Ltd

.

Ha

rbin

Da

oli

Dis

tric

tC

om

me

rcia

l6

Jul

20

43

Re

tail

83

3.5

6A

pr

20

05

—1

00

%0

.52

51

00

%2

5

90

Ch

on

gq

ing

Wa

nd

a

BH

ote

lS

ho

ps

Ch

on

gq

ing

Wa

nd

a

Ho

tel

Ma

na

ge

me

nt

Co

.,L

td.

Ch

on

gq

ing

Jia

ng

’an

Dis

tric

t

Acc

om

mo

da

tio

n&

Ca

teri

ng

9Ju

n2

04

6R

eta

il2

,78

8.2

6D

ec

20

09

—1

00

%5

82

10

0%

82

91

Da

lian

Wa

nd

a

Tow

er

Da

lian

Wa

nd

a

Tow

er

Pro

pe

rty

Ma

na

ge

me

nt

Co

.,

Ltd

.

Da

lian

Zh

on

gsh

an

Dis

tric

t

—1

7S

ep

20

43

No

n-R

esi

de

nti

al

32

7.6

9D

ec

19

94

—1

00

%0

.13

10

0%

3

92

Un

de

rgro

un

dC

ar

Pa

rko

fX

i’an

Do

ng

da

jieP

roje

ct

Sh

aa

nxi

Hu

ayu

an

Pro

pe

rty

De

velo

pm

en

tC

o.,

Ltd

.

Xi’a

nB

eili

nD

istr

ict

Co

mm

erc

ial

4A

ug

20

51

Ca

rP

ark

9,1

64

.72

Jun

20

12

26

10

%—

78

10

0%

78

93

Qin

gd

ao

Taid

on

g

Wa

nd

aP

laza

Da

lian

Yif

an

g

Co

mm

erc

ial

Inve

stm

en

tC

o.,

Ltd

.

Qin

gd

ao

Sh

ibe

iD

istr

ict

Co

mm

erc

ial

9S

ep

20

42

Re

tail

27

,61

8.6

2S

ep

20

03

—1

00

%1

21

82

10

0%

18

2

94

Gu

an

gzh

ou

Ze

ng

che

ng

Wa

nd

a

Pla

za

Gu

an

gzh

ou

Ze

ng

che

ng

Wa

nd

a

Pla

zaC

o.,

Ltd

.

Gu

an

gzh

ou

Ze

ng

che

ng

Dis

tric

t

Co

mm

erc

ial

&O

ffic

e1

0A

pr

20

52

Re

tail

19

0,1

50

.31

Ma

y2

01

42

,65

31

00

%7

01

,58

21

00

%1

,58

2

95

Sh

an

gh

ai

So

ng

jian

gW

an

da

Pla

za

Sh

an

gh

ai

So

ng

jian

gW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Sh

an

gh

ai

So

ng

jian

g

Dis

tric

t

Co

mm

erc

ial,

Off

ice

28

Fe

b2

05

2R

eta

il1

55

,63

1.9

8M

ay

20

14

1,1

93

10

0%

10

12

,08

81

00

%2

,08

8

96

We

ifa

ng

Wa

nd

a

Pla

za

We

ifa

ng

Wa

nd

a

Pla

zaC

o.,

Ltd

.

We

ifa

ng

Ku

iwe

nD

istr

ict

Co

mm

erc

ial

&O

ffic

e,

Re

sid

en

tia

l

4A

pr

20

52

Re

tail

15

9,9

71

.80

Ma

y2

01

41

,17

61

00

%6

61

,19

41

00

%1

,19

4


— IV-25 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

97

Fu

zho

uH

en

gli

Cit

yW

an

da

Co

mm

erc

ial

Pro

pe

rtie

s(H

on

g

Ko

ng

)C

o.,

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.

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zho

uG

ulo

uD

istr

ict

Co

mm

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ial,

Off

ice

,

Re

sid

en

tia

l

Co

mm

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ial:

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Au

g2

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4

Off

ice

:

29

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05

4

Re

tail

78

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00

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12

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03

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68

3

98

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nzh

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da

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za

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nzh

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ao

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99

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ua

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nd

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iaD

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ict

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20

52

Re

tail,

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ice

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0,3

86

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Jun

20

14

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izh

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t

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ial

31

Oct

20

52

Re

tail

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5,6

77

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Jul

20

14

54

41

00

%7

31

,17

31

00

%1

,17

3

10

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nh

ua

Wa

nd

a

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za

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hu

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da

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vest

me

nt

Co

.,L

td.

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hu

aJi

nd

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g

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tric

t

Co

mm

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ial

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Au

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2R

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,67

1.4

9Ju

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41

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00

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81

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21

00

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2

10

3C

ha

ng

zho

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ujin

Wa

nd

aP

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an

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jin

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nd

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laza

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stm

en

tC

o.,

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.

Ch

an

gzh

ou

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jinD

istr

ict

Co

mm

erc

ial,

Re

sid

en

tia

l8

Oct

20

52

Re

tail

119

,82

1.9

5A

ug

20

14

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11

00

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21

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91

00

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10

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ai

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nd

aP

laza

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sha

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ha

i

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nd

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laza

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.,

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sha

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an

ha

iD

istr

ict

Re

sid

en

tia

l,

Co

mm

erc

ial,

Co

mm

erc

ial

&O

ffic

e,

Acc

om

mo

da

tio

n&

Ca

teri

ng

6Ju

n2

05

2R

eta

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3.9

5A

ug

20

14

95

91

00

%7

31

,29

31

00

%1

,29

3

10

5D

on

gg

ua

n

Do

ng

che

ng

Wa

nd

a

Pla

za

Do

ng

gu

an

Do

ng

che

ng

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Do

ng

gu

an

Do

ng

che

ng

Dis

tric

t

Co

mm

erc

ial

1Ju

n2

05

2R

eta

il1

05

,88

1.3

8S

ep

20

14

—9

9%

79

1,4

42

10

0%

1,4

42


— IV-26 —

GR

OU

PII

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

INV

ES

TM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Op

en

ing

Da

te

No

.o

fC

ar

Pa

rkin

g

Sp

ac

es

Oc

cu

pa

nc

y

Ra

te

An

nu

al

Pa

ss

ing

Re

nt

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)

(RM

B

Mill

ion

)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

10

6M

a’a

nsh

an

Wa

nd

a

Pla

za

Ma

’an

sha

nW

an

da

Pla

zaIn

vest

me

nt

Co

.,L

td.

Ma

’an

sha

nY

ush

an

Dis

tric

tR

esi

de

nti

al,

Co

mm

erc

ial

21

Se

p2

05

2R

eta

il1

61

,14

1.4

0S

ep

20

14

1,1

55

10

0%

73

1,2

63

10

0%

1,2

63

10

7Ji

ng

zho

uW

an

da

Pla

za

Jin

gzh

ou

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Jin

gzh

ou

Jin

gzh

ou

Dis

tric

t

Co

mm

erc

ial,

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sid

en

tia

l2

9Ja

n2

05

3R

eta

il1

59

,92

2.7

3S

ep

20

14

1,1

50

10

0%

70

1,3

10

10

0%

1,3

10

Tota

l1

5,7

04

,74

0.1

68

8,7

25

98

%8

,53

41

91

,35

11

88

,94

7

No

tes:

Ea

cho

fth

efo

llow

ing

pro

pe

rtie

sco

mp

rise

sci

vil

de

fen

seca

rp

ark

ing

spa

ces.

We

ha

vea

scri

be

dn

oco

mm

erc

ial

valu

eto

this

po

rtio

no

fp

rop

ert

yo

nm

ark

et

valu

eb

asi

s

as

the

Gro

up

ha

sn

oti

tle

ow

ne

rsh

ipo

fsu

chci

vil

de

fen

sesp

ace

s.H

ow

eve

r,w

ea

rere

qu

est

ed

tose

pa

rate

lya

sse

ssth

ein

vest

me

nt

valu

eo

fsu

chp

rop

ert

ies

he

ldb

y

the

Gro

up

for

inve

stm

en

tp

urp

ose

inth

eir

resp

ect

ive

exi

stin

gst

ate

on

an

on

-ma

rke

tva

lue

ba

sis

for

the

Gro

up

’sm

an

ag

em

en

tre

fere

nce

.In

vest

me

nt

valu

e,

acc

ord

ing

toth

eIn

tern

ati

on

al

Va

lua

tio

nS

tan

da

rds,

wh

ich

the

HK

ISV

alu

ati

on

Sta

nd

ard

sfo

llow

,is

de

fin

ed

as

“th

eva

lue

of

an

ass

et

toth

eo

wn

er

or

ap

rosp

ect

ive

ow

ne

rfo

r

ind

ivid

ua

lin

vest

me

nt

or

op

era

tio

na

lo

bje

ctiv

es”

.In

vest

me

nt

valu

eis

an

en

tity

-sp

eci

fic

ba

sis

of

valu

ew

hic

hre

fle

cts

the

be

ne

fits

rece

ive

db

ya

ne

nti

tyfr

om

ho

ldin

g

the

ass

et

an

d,

the

refo

re,

do

es

no

tn

ece

ssa

rily

invo

lve

ah

ypo

the

tica

lexc

ha

ng

e.

Inve

stm

en

tva

lue

of

ea

cho

fth

ese

pro

pe

rtie

sto

the

Gro

up

ha

sb

ee

nse

pa

rate

lyst

ate

din

the

no

tes

of

the

resp

ect

ive

valu

ati

on

cert

ific

ate

.It

mu

stb

ee

mp

ha

size

dth

at

the

inve

stm

en

tva

lue

isn

ot

ma

rke

tva

lue

.

(1)

As

ad

vise

db

yth

eG

rou

p,

Be

ijin

gC

BD

Wa

nd

aP

laza

com

pri

ses

72

7ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f3

1,6

50

.55

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

sR

MB

6,1

68

,00

0,0

00

(10

0%

inte

rest

att

rib

uta

ble

toth

eG

rou

p:

RM

B6

,16

8,0

00

,00

0).

(2)

As

ad

vise

db

yth

eG

rou

p,

Qin

gd

ao

CB

DW

an

da

Pla

zaco

mp

rise

s7

90

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sw

ith

an

ap

pro

xim

ate

gro

ssfl

oo

ra

rea

of

27

,59

8.2

5sq

.m

..T

he

inve

stm

en

tva

lue

of

the

wh

ole

pro

pe

rty

incl

ud

ing

the

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sin

exi

stin

gst

ate

as

at

30

Se

pte

mb

er

20

14

toth

eG

rou

pw

as

RM

B2

,13

5,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

2,1

35

,00

0,0

00

).


— IV-27 —

(3)

As

ad

vise

db

yth

eG

rou

p,

Na

njin

gJi

an

yeW

an

da

Pla

zaco

mp

rise

s1

,20

7ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f4

8,4

31

.06

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

sR

MB

2,5

00

,00

0,0

00

(10

0%

inte

rest

att

rib

uta

ble

toth

eG

rou

p:

RM

B2

,50

0,0

00

,00

0).

(4)

As

ad

vise

db

yth

eG

rou

p,

Jin

an

We

ijia

zhu

an

gW

an

da

Pla

zaco

mp

rise

s7

19

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sw

ith

an

ap

pro

xim

ate

gro

ssfl

oo

ra

rea

of

50

,40

0.8

2sq

.m

..T

he

inve

stm

en

tva

lue

of

the

wh

ole

pro

pe

rty

incl

ud

ing

the

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sin

exi

stin

gst

ate

as

at

30

Se

pte

mb

er

20

14

toth

eG

rou

pw

as

RM

B2

,06

1,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

2,0

61

,00

0,0

00

).

(5)

As

ad

vise

db

yth

eG

rou

p,

Nin

gb

oJi

an

gb

ei

Wa

nd

aP

laza

com

pri

ses

1,0

55

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sw

ith

an

ap

pro

xim

ate

gro

ssfl

oo

ra

rea

of

31

,05

6.3

4sq

.m

..T

he

inve

stm

en

tva

lue

of

the

wh

ole

pro

pe

rty

incl

ud

ing

the

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sin

exi

stin

gst

ate

as

at

30

Se

pte

mb

er

20

14

toth

eG

rou

pw

as

RM

B1

,88

3,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

1,8

83

,00

0,0

00

).

(6)

As

ad

vise

db

yth

eG

rou

p,

Wu

ha

nL

ing

jiao

hu

Wa

nd

aP

laza

com

pri

ses

92

7ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f4

5,3

04

.00

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

sR

MB

1,9

66

,00

0,0

00

(10

0%

inte

rest

att

rib

uta

ble

toth

eG

rou

p:

RM

B1

,96

6,0

00

,00

0).

(7)

As

ad

vise

db

yth

eG

rou

p,

Hu

ai’a

nW

an

da

Pla

zaco

mp

rise

s7

37

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sw

ith

an

ap

pro

xim

ate

gro

ssfl

oo

ra

rea

of

36

,69

4.3

3sq

.m

..T

he

inve

stm

en

tva

lue

of

the

wh

ole

pro

pe

rty

incl

ud

ing

the

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sin

exi

stin

gst

ate

as

at

30

Se

pte

mb

er

20

14

toth

eG

rou

pw

as

RM

B1

,51

0,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

1,5

10

,00

0,0

00

).

(8)

As

ad

vise

db

yth

eG

rou

p,

Sh

ijia

zhu

an

gY

uh

ua

Wa

nd

aP

laza

com

pri

ses

36

7ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f1

8,8

62

.88

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

sR

MB

2,5

90

,00

0,0

00

(10

0%

inte

rest

att

rib

uta

ble

toth

eG

rou

p:

RM

B2

,59

0,0

00

,00

0).

(9)

As

ad

vise

db

yth

eG

rou

p,

Da

qin

gS

ae

rtu

Wa

nd

aP

laza

com

pri

ses

46

1ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f1

8,3

51

.00

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

sR

MB

1,5

24

,00

0,0

00

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0%

inte

rest

att

rib

uta

ble

toth

eG

rou

p:

RM

B1

,52

4,0

00

,00

0).

(10

)A

sa

dvi

sed

by

the

Gro

up

,Ta

izh

ou

Wa

nd

aP

laza

com

pri

ses

77

7ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f4

2,7

33

.85

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

sR

MB

1,5

16

,00

0,0

00

(10

0%

inte

rest

att

rib

uta

ble

toth

eG

rou

p:

RM

B1

,51

6,0

00

,00

0).

(11

)A

sa

dvi

sed

by

the

Gro

up

,D

alia

nW

an

da

Ce

ntr

eco

mp

rise

s8

2ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f9

,10

1.9

1sq

.m

..T

he

inve

stm

en

tva

lue

of

the

wh

ole

pro

pe

rty

incl

ud

ing

the

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sin

exi

stin

gst

ate

as

at

30

Se

pte

mb

er

20

14

toth

eG

rou

pw

as

RM

B1

,41

5,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

1,4

15

,00

0,0

00

).

(12

)A

sa

dvi

sed

by

the

Gro

up

,N

an

cha

ng

Ho

ng

gu

tan

Wa

nd

aP

laza

com

pri

ses

53

9ci

vild

efe

nse

car

pa

rkin

gsp

ace

sw

ith

an

ap

pro

xim

ate

gro

ssfl

oo

ra

rea

of

27

,60

7.0

0sq

.m

..T

he

inve

stm

en

tva

lue

of

the

wh

ole

pro

pe

rty

incl

ud

ing

the

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sin

exi

stin

gst

ate

as

at

30

Se

pte

mb

er

20

14

toth

eG

rou

pw

as

RM

B1

,71

6,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

1,7

16

,00

0,0

00

).


— IV-28 —

(13

)A

sa

dvi

sed

by

the

Gro

up

,Y

ixin

gW

an

da

Pla

zaco

mp

rise

s2

68

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sw

ith

an

ap

pro

xim

ate

gro

ssfl

oo

ra

rea

of

16

,90

2.7

0sq

.m

..T

he

inve

stm

en

tva

lue

of

the

wh

ole

pro

pe

rty

incl

ud

ing

the

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sin

exi

stin

gst

ate

as

at

30

Se

pte

mb

er

20

14

toth

eG

rou

pw

as

RM

B1

,84

8,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

1,8

48

,00

0,0

00

).

(14

)A

sa

dvi

sed

by

the

Gro

up

,W

uxi

Hu

ish

an

Wa

nd

aP

laza

com

pri

ses

24

9ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f1

3,9

57

.63

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

s

RM

B1

,55

6,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

1,5

56

,00

0,0

00

).

(15

)A

sa

dvi

sed

by

the

Gro

up

,D

on

gg

au

nC

ha

ng

’an

Wa

nd

aP

laza

com

pri

ses

77

2ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f2

2,7

18

.81

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

s

RM

B2

,03

8,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

2,0

38

,00

0,0

00

).

(16

)A

sa

dvi

sed

by

the

Gro

up

,C

ha

ng

chu

nK

ua

nch

en

gW

an

da

Pla

zaco

mp

rise

s3

15

civi

lde

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f3

,19

1.9

1

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

s

RM

B1

,56

5,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

1,5

65

,00

0,0

00

).

(17

)A

sa

dvi

sed

by

the

Gro

up

,C

ha

ng

sha

Ka

ifu

Wa

nd

aP

laza

com

pri

ses

29

5ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f1

0,7

08

.24

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

s

RM

B1

,95

6,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

1,9

56

,00

0,0

00

).

(18

)A

sa

dvi

sed

by

the

Gro

up

,X

uzh

ou

Wa

nd

aP

laza

com

pri

ses

80

0ci

vil

de

fen

seca

rp

ark

ing

spa

ces

wit

ha

na

pp

roxi

ma

teg

ross

flo

or

are

ao

f9

,04

2.7

0sq

.m

..T

he

inve

stm

en

tva

lue

of

the

wh

ole

pro

pe

rty

incl

ud

ing

the

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sin

exi

stin

gst

ate

as

at

30

Se

pte

mb

er

20

14

toth

eG

rou

pw

as

RM

B1

,45

3,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

1,4

53

,00

0,0

00

).

(19

)A

sa

dvi

sed

by

the

Gro

up

,N

an

jing

Jia

ng

nin

gW

an

da

Pla

zaco

mp

rise

s4

28

civi

ld

efe

nse

car

pa

rkin

gsp

ace

sw

ith

an

ap

pro

xim

ate

gro

ssfl

oo

ra

rea

of

41

,42

5.0

9

sq.

m..

Th

ein

vest

me

nt

valu

eo

fth

ew

ho

lep

rop

ert

yin

clu

din

gth

eci

vil

de

fen

seca

rp

ark

ing

spa

ces

ine

xist

ing

sta

tea

sa

t3

0S

ep

tem

be

r2

01

4to

the

Gro

up

wa

s

RM

B2

,68

7,0

00

,00

0(1

00

%in

tere

sta

ttri

bu

tab

leto

the

Gro

up

:R

MB

2,6

87

,00

0,0

00

).


— IV-29 —

Below is the monthly rent of surrounding commercial lettings.

Property no. in Group IIIMonthly rent of surrounding

commercial lettings

(RMB/sq. m.)

1 69 to 290

2 70 to 280

3 50 to 90

4 273 to 890

5 75 to 450

6 300 to 973

7 68 to 440

8 60 to 320

9 160 to 380

10 121 to 600

11 59 to 306

12 120 to 710

13 50 to 343

14 121 to 304

15 70 to 508

16 71 to 314

17 100 to 340

18 125 to 300

19 40 to 358

20 60 to 249

21 56 to 290

22 58 to 300

23 80 to 400

24 100 to 337

25 55 to 325

26 140 to 290


— IV-30 —


commercial lettings

(RMB/sq. m.)

27 88 to 280

28 75 to 284

29 70 to 377

30 75 to 200

31 50 to 350

32 65 to 350

33 54 to 210

34 57 to 215

35 120 to 500

36 53 to 220

37 71 to 255

38 98 to 280

39 53 to 220

40 68 to 320

41 280 to 600

42 80 to 250

43 105 to 310

44 44 to 300

45 134 to 500

46 50 to 230

47 50 to 300

48 105 to 330

50 100 to 600

51 52 to 204

52 100 to 400

53 93 to 340

54 92 to 275


— IV-31 —


commercial lettings

(RMB/sq. m.)

55 45 to 346

56 84 to 276

57 95 to 250

58 66 to 350

59 64 to 327

60 80 to 350

61 80 to 300

62 60 to 329

63 59 to 195

64 100 to 229

65 67 to 250

66 60 to 320

68 30 to 270

69 80 to 290

70 40 to 300

71 78 to 267

72 45 to 280

73 92 to 453

74 40 to 320

75 63 to 320

76 51 to 300

77 75 to 318

78 120 to 600

79 58 to 262

80 40 to 330

81 90 to 350

82 56 to 240


— IV-32 —


commercial lettings

(RMB/sq. m.)

83 60 to 270

84 45 to 300

85 81 to 340

93 45 to 60

94 55 to 195

95 40 to 225

96 54 to 208

98 66 to 150

99 75 to 165

100 50 to 200

101 45 to 331

102 53 to 335

103 30 to 304

104 88 to 222

105 75 to 345

106 60 to 230

107 80 to 325


— IV-33 —

GR

OU

PIV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

FO

RS

AL

EIN

TH

EP

RC

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Ye

ar

&

Mo

nth

Bu

ilt

No

.o

f

Ca

r

Pa

rkin

g

Sp

ac

es

Pre

-sa

leG

FA

Pre

-sa

le

Co

ns

ide

rati

on

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

s

at

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)(s

q.

m.)

(RM

BM

illio

n)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

1B

en

gb

uW

an

da

Pla

za

Be

ng

bu

Wa

nd

a

Pla

zaC

o.,

Ltd

.

Be

ng

bu

Be

ng

sha

n

Dis

tric

t

Co

mm

erc

ial,

Off

ice

,

Re

sid

en

tia

l,

An

cilla

ryF

aci

litie

s

Re

sid

en

tia

l:

14

No

v2

08

1;

Co

mm

erc

ial:

14

No

v2

05

1

Re

tail,

Re

sid

en

tia

l,

Ap

art

me

nt

67

,48

3.3

9M

ay

20

14

91

61

2,8

19

.63

19

96

48

10

0%

64

8

2B

eiji

ng

Da

hu

Ap

art

me

nts

Be

ijin

g

Jin

gza

ng

jian

kan

g

Pro

pe

rty

Co

.,L

td.

Be

ijin

gC

ha

oya

ng

Dis

tric

t

Re

sid

en

tia

l,

Co

mm

erc

ial,

Ba

sem

en

t

Co

mm

erc

ial,

Ba

sem

en

tC

ar

Pa

rk

30

Au

g2

07

4R

esi

de

nti

al

1,4

59

.51

No

v2

00

9—

——

74

10

0%

74

3B

eiji

ng

Sh

ijin

gsh

an

Wa

nd

aP

laza

Be

ijin

gY

inh

e

Wa

nd

aP

rop

ert

y

Co

.,L

td.

Be

ijin

gS

hiji

ng

sha

n

Dis

tric

t

Ba

sem

en

tC

ar

Pa

rk,

Off

ice

,

Ba

sem

en

t

Co

mm

erc

ial,

Co

mm

erc

ial

20

Jun

20

57

Off

ice

49

3.4

7M

ar

20

10

——

—1

41

00

%1

4

4C

ha

ng

zho

uX

inb

ei

Wa

nd

aP

laza

Ch

an

gzh

ou

Xin

be

i

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Ch

an

gzh

ou

Xin

be

iD

istr

ict

Co

mm

erc

ial,

Off

ice

,

Re

sid

en

tia

l

29

Jun

20

50

Re

tail

28

8.3

8Ju

l2

01

2—

——

10

10

0%

10

5C

he

ng

du

Jin

niu

Wa

nd

aP

laza

Ch

en

gd

uJi

nn

iu

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Ch

en

gd

uJi

nn

iuD

istr

ict

Co

mp

osi

te

Re

sid

en

tia

l

2D

ec

20

50

Off

ice

,C

ar

Pa

rk

52

,81

9.7

5D

ec

20

13

1,4

61

6,2

53

.37

26

24

91

00

%2

49

6D

alia

nG

ao

xin

Wa

nd

aP

laza

Da

lian

Ga

oxi

n

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Da

lian

Ga

oxi

nD

istr

ict

Co

mm

erc

ial

&

Off

ice

29

No

v2

05

2R

eta

il,

Ap

art

me

nt

21

,33

5.5

4O

ct2

01

3—

3,4

54

.16

15

34

25

10

0%

42

5

7D

alia

nM

ing

zhu

Ca

r

Pa

rk

Da

lian

Min

gzh

u

Pro

pe

rty

De

velo

pm

en

tC

o.,

Ltd

.

Da

lian

Sh

ah

eko

u

Dis

tric

t

Co

mp

osi

te

Re

sid

en

tia

l

29

Au

g2

07

4C

ar

Pa

rk7

04

.20

Ma

y2

00

32

1—

—5

10

0%

5


— IV-34 —

GR

OU

PIV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

FO

RS

AL

EIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Ye

ar

&

Mo

nth

Bu

ilt

No

.o

f

Ca

r

Pa

rkin

g

Sp

ac

es

Pre

-sa

leG

FA

Pre

-sa

le

Co

ns

ide

rati

on

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

s

at

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)(s

q.

m.)

(RM

BM

illio

n)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

8D

alia

nW

an

da

Ce

ntr

e

Da

lian

Wa

nd

a

Co

mm

erc

ial

Pro

pe

rtie

sC

o.,

Ltd

.

Da

lian

Zh

on

gsh

an

Dis

tric

t

Co

mm

erc

ial

22

Se

p2

04

8A

pa

rtm

en

t2

5,2

31

.22

Jun

20

116

92

3,5

89

.54

72

97

53

10

0%

75

3

9D

aq

ing

Sa

ert

u

Wa

nd

aP

laza

Da

qin

gS

ae

rtu

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20

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20

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Re

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20

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— IV-35 —

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OU

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RT

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— IV-36 —

GR

OU

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RT

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LD

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OU

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RT

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Off

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Off

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zaC

o.,

Ltd

.

Zh

an

gzh

ou

Lo

ng

we

n

Dis

tric

t

Co

mm

erc

ial,

Re

sid

en

tia

l

Co

mm

erc

ial:

24

De

c2

05

0;

Re

sid

en

tia

l:

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De

c2

08

0

Re

sid

en

tia

l,

Off

ice

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eta

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Ap

art

me

nt

35

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ec

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011

55

32

10

0%

53

2

58

Ch

an

gsh

aK

aif

u

Wa

nd

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laza

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an

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u

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nd

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stm

en

tC

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Ch

an

gsh

aK

aif

uD

istr

ict

Co

mm

erc

ial,

Re

sid

en

tia

l

Co

mm

erc

ial:

29

Jul

20

50

;

Re

sid

en

tia

l:

29

Jul

20

80

Re

sid

en

tia

l,

Ca

rP

ark

2,4

41

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Au

g2

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311

05

32

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72

91

00

%2

9


— IV-41 —

GR

OU

PIV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

FO

RS

AL

EIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

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nd

Us

e

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pir

yD

ate

of

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nd

Us

eTe

rm

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eo

f

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pe

rty

GF

A

Ye

ar

&

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nth

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ilt

No

.o

f

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r

Pa

rkin

g

Sp

ac

es

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-sa

leG

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-sa

le

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ns

ide

rati

on

Ma

rke

t

Va

lue

in

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isti

ng

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tea

s

at

Va

lua

tio

n

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te

Inte

res

t

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rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

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te

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rib

uta

ble

toth

e

Gro

up

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)(s

q.

m.)

(RM

BM

illio

n)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

59

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chu

an

Wa

nd

a

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ntr

e

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chu

an

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nd

a

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stm

en

t

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pe

rty

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td.

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chu

an

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fen

gD

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ict

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mm

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ial,

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om

mo

da

tio

n&

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teri

ng

,

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mm

erc

ial

&

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ice

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c2

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eta

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61

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p2

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njin

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laza

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zaIn

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me

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td.

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njin

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mp

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te

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sid

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l

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20

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ice

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ar

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rk

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zho

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en

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da

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mm

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ial

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pe

rtie

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on

g

Ko

ng

)C

o.,

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zho

uG

ulo

uD

istr

ict

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mm

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ial,

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ice

,

Re

sid

en

tia

l

Re

sid

en

tia

l:

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Au

g2

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4;

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ice

:

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sid

en

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l,

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ice

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Jun

20

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lian

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lian

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lian

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tric

t

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sid

en

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l1

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esi

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nti

al,

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tail,

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r

Pa

rk

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c2

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97

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80

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2

63

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an

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ou

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ng

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ng

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nd

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za

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an

gzh

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ng

che

ng

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nd

a

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zaC

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an

gzh

ou

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ng

che

ng

Dis

tric

t

Co

mm

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ial

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ice

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r2

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eta

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art

me

nt

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pr

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58

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nch

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da

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gch

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ps

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nch

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da

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pe

rty

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velo

pm

en

tC

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.

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nch

an

gH

on

gg

uta

n

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wD

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ict

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sid

en

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10

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15

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ife

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nd

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za

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che

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Dis

tric

t

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mm

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ial,

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sid

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l

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mm

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ial:

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ice

,

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sid

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l,

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tail,

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ho

,

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sem

en

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rk

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94

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81

00

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8

66

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ing

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ailu

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nd

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izh

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g

Dis

tric

t

Re

sid

en

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l,

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mm

erc

ial

Oct

20

52

Re

tail,

Re

sid

en

tia

l

7,3

72

.85

Jun

20

14

—7

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2.8

52

63

26

31

00

%2

63


— IV-42 —

GR

OU

PIV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

FO

RS

AL

EIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

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pir

yD

ate

of

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nd

Us

eTe

rm

Typ

eo

f

Pro

pe

rty

GF

A

Ye

ar

&

Mo

nth

Bu

ilt

No

.o

f

Ca

r

Pa

rkin

g

Sp

ac

es

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-sa

leG

FA

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-sa

le

Co

ns

ide

rati

on

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

tea

s

at

Va

lua

tio

n

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te

Inte

res

t

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rib

uta

ble

toth

eG

rou

p

Ma

rke

t

Va

lue

in

Ex

isti

ng

Sta

te

Att

rib

uta

ble

toth

e

Gro

up

as

at

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lua

tio

n

Da

te

(sq

.m

.)(s

q.

m.)

(RM

BM

illio

n)

(RM

B

Mill

ion

)(%

)

(RM

B

Mill

ion

)

67

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ifa

ng

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nd

a

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za

We

ifa

ng

Wa

nd

a

Pla

zaC

o.,

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.

We

ifa

ng

Ku

iwe

nD

istr

ict

Co

mm

erc

ial

&

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ice

,R

esi

de

nti

al

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mm

erc

ial:

4A

pri

l2

05

2;

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sid

en

tia

l:

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pri

l2

08

2

Re

sid

en

tia

l,

Off

ice

,

Ap

art

me

nt,

Re

tail,

Ca

r

Pa

rk

17

4,7

48

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Jul

20

14

43

49

7,9

00

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65

71

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51

00

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5

Tota

l3

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6,5

53

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14

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81

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0,3

76

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15

,15

53

7,6

48

37

,11

7

No

tes:

(1)

Xis

hu

an

gb

an

na

Inte

rna

tio

na

lRe

sort

De

velo

pm

en

tC

o.,

Ltd

.w

hic

hh

eld

Xis

hu

an

gb

an

na

Inte

rna

tio

na

lRe

sort

ha

sb

ee

nsp

un

off

by

the

Gro

up

on

24

Oct

ob

er

20

14

.

(2)

Da

lian

Jin

shi

Cu

ltu

rea

nd

Tra

vel

Inve

stm

en

tC

o.,

Ltd

.w

hic

hh

eld

Da

lian

Jin

shi

Inte

rna

tio

na

lR

eso

rth

as

be

en

spu

no

ffb

yth

eG

rou

po

n3

0O

cto

be

r2

01

4.


— IV-43 —

GR

OU

PV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

UN

DE

RD

EV

EL

OP

ME

NT

INT

HE

PR

C

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4

No.

Prop

erty

Nam

eH

oldi

ngEn

tity

City

Dis

tric

tLa

ndU

se

Expi

ryD

ate

of

Land

Use

Term

Site

Are

a

Plan

ned

GFA

Year

of

Com

men

cem

ent

ofC

onst

ruct

ion

Sche

dule

d

Year

of

Com

plet

ion

of

Con

stru

ctio

n

No.

of

Car

Park

ing

Spac

es

Pre-

sale

GFA

Pre-

sale

Con

side

ratio

n

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stru

ctio

n

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tIn

curr

ed

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stru

ctio

n

Cos

tto

be

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rred

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ket

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e

As

If

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plet

edas

atVa

luat

ion

Dat

e

Mar

ket

Valu

e

inEx

istin

g

Stat

eas

at

Valu

atio

n

Dat

e

Inte

rest

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ribu

tabl

e

toth

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roup

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ket

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e

inEx

istin

g

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e

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ribu

tabl

e

toth

eG

roup

asat

Valu

atio

n

Dat

e

(sq.

m.)

(sq.

m.)

(sq.

m.)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(%

)(R

MB

Mill

ion)

1An

yang

Wan

da

Plaz

a

Anya

ngW

anda

Plaz

aIn

vest

men

t

Co.

,Ltd

.

Anya

ngW

enfe

ngD

istri

ctC

omm

erci

al,

Res

iden

tial

Com

mer

cial

:

3M

ar20

53;

Res

iden

tial:

3M

ar20

83

111,

593.

9563

6,42

3.64

Apr

2013

Mar

2016

1,69

820

7,02

2.76

1,71

71,

030

1,57

24,

840

1,41

310

0%1,

413

2Be

ngbu

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da

Plaz

a

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buW

anda

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aC

o.,L

td.

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buBe

ngsh

anD

istri

ctC

omm

erci

al,

Res

iden

tial

Com

mer

cial

:

6M

ar20

53;

Res

iden

tial:

6M

ar20

83

64,9

64.1

326

7,52

2.32

May

2013

Mar

2015

1,33

732

,920

.56

290

660

735

2,19

088

910

0%88

9

3Bo

zhou

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da

Plaz

a

Bozh

ouW

anda

Plaz

aIn

vest

men

t

Co.

,Ltd

.

Bozh

ouQ

iaoc

heng

Dis

trict

Com

mer

cial

,

Res

iden

tial

Com

mer

cial

:

12Ja

n20

54;

Res

iden

tial:

12Ja

n20

84

196,

566.

1089

6,86

6.70

Apr

2014

Jun

2017

1,75

066

,120

.81

596

121

3,57

76,

128

636

100%

636

4C

hang

zhou

Wuj

in

Wan

daPl

aza

Cha

ngzh

ouW

ujin

Wan

daPl

aza

Inve

stm

entC

o.,

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Cha

ngzh

ouW

ujin

Dis

trict

Com

mer

cial

,

Res

iden

tial

Com

mer

cial

:

8O

ct20

52;

Res

iden

tial:

8O

ct20

82

115,

741.

3039

7,95

8.33

Dec

2012

Jul2

015

1,15

012

0,91

8.99

1,08

61,

799

293,

799

3,21

810

0%3,

218

5C

heng

duPi

xian

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daPl

aza

Che

ngdu

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an

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daPl

aza

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stm

entC

o.,

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Che

ngdu

PiC

ount

yC

omm

erci

al,

Res

iden

tial

Com

mer

cial

:

17Ap

r20

54;

Res

iden

tial:

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r20

84

174,

402.

3486

1,49

5.08

Mar

2014

May

2017

3,53

243

,183

.72

477

166

3,90

16,

295

631

100%

631

6C

heng

duW

anda

Rei

gnH

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Che

ngdu

Wan

da

Hot

elIn

vest

men

t

Co.

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Che

ngdu

Jinj

iang

Dis

trict

Com

mer

cial

2Fe

b20

549,

464.

4592

,716

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May

2014

May

2016

194

——

881,

153

1,59

078

810

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8

7C

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ngW

anda

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a

Chi

feng

Wan

da

Plaz

aC

o.,L

td.

Chi

feng

Xinc

heng

Dis

trict

Res

iden

tial,

Com

mer

cial

Com

mer

cial

:

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ec20

51;

Res

iden

tial:

30D

ec20

81

92,4

77.8

013

3,02

0.12

Mar

2012

May

2015

0—

—23

723

11,

169

710

100%

710

8D

alia

nG

aoxi

n

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daPl

aza

Dal

ian

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xin

Wan

daPl

aza

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stm

entC

o.,

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Dal

ian

Gao

xin

Dis

trict

Res

iden

tial

Com

mer

cial

:

22M

ar20

52;

Res

iden

tial:

22M

ar20

82

82,4

19.8

018

6,30

9.47

Mar

2013

May

2015

909

40,0

85.9

389

793

498

74,

535

1,84

910

0%1,

849

9M

udan

jiang

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da

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a

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anjia

ngW

anda

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aIn

vest

men

t

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.

Mud

anjia

ngXi

’an

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trict

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mer

cial

,

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iden

tial

Com

mer

cial

:

9Ap

r20

54;

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iden

tial:

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r20

84

232,

383.

9054

9,98

4.79

May

2014

Sep

2016

900

732.

5813

472,

592

4,01

228

310

0%28

3


— IV-44 —

GR

OU

PV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

UN

DE

RD

EV

EL

OP

ME

NT

INT

HE

PR

C(c

on

’t)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No.

Prop

erty

Nam

eH

oldi

ngEn

tity

City

Dis

tric

tLa

ndU

se

Expi

ryD

ate

of

Land

Use

Term

Site

Are

a

Plan

ned

GFA

Year

of

Com

men

cem

ent

ofC

onst

ruct

ion

Sche

dule

d

Year

of

Com

plet

ion

of

Con

stru

ctio

n

No.

of

Car

Park

ing

Spac

es

Pre-

sale

GFA

Pre-

sale

Con

side

ratio

n

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stru

ctio

n

Cos

tIn

curr

ed

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stru

ctio

n

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tto

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rred

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ket

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e

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plet

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luat

ion

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e

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ket

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e

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g

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eas

at

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n

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e

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rest

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roup

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ket

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e

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n

Dat

e

(sq.

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m.)

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m.)

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BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(%

)(R

MB

Mill

ion)

10D

alia

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ngka

i

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daPl

aza

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ian

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hou

New

Dis

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Acco

mm

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ion

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Cat

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g

7Ja

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ar20

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99.3

745

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6,92

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1,86

0

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Dis

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Res

iden

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Com

mer

cial

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ce

15Ju

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Mar

2012

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2015

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270

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heng

Dis

trict

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mer

cial

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ce,

Res

iden

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Com

mer

cial

:

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Res

iden

tial:

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745.

0077

2,63

7.16

Sep

2013

Aug

2017

1,80

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2,91

15,

535

1,26

310

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263

13D

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Dis

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mer

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Res

iden

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Com

mer

cial

:

1Ju

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Res

iden

tial:

1Ju

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82

123,

905.

4230

4,70

0.00

Jul2

012

Apr

2015

558

102,

720.

412,

996

1,86

399

5,86

95,

161

100%

5,16

1

14D

ongg

uan

Hou

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Wan

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Don

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Com

mer

cial

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Com

mer

cial

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Offi

ce

Com

mer

cial

:

5Ja

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54;

Res

iden

tial:

5Ja

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84

139,

778.

6053

8,45

4.81

Dec

2013

Jun

2016

1,04

280

,678

.79

1,17

159

52,

679

7,24

42,

229

100%

2,22

9

15D

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ing

Wan

da

Plaz

a

Don

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Inve

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Ltd.

Don

gyin

gD

ongy

ing

Dis

trict

Res

iden

tial

23Ju

n20

8317

5,06

6.60

728,

172.

60Au

g20

13Ju

l201

61,

750

157,

370.

081,

258

1,25

32,

831

7,49

11,

822

100%

1,82

2

16Fo

shan

Nan

hai

Wan

daPl

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Fosh

anN

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,

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trict

Res

iden

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mer

cial

,

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mer

cial

&

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ce,

Acco

mm

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ion

&

Cat

erin

g

Com

mer

cial

:

6Ju

n20

52;

Res

iden

tial:

6Ju

n20

82

96,9

60.3

049

0,39

5.25

Nov

2012

Apr

2015

1,30

524

9,50

4.10

4,76

62,

145

588

8,14

86,

413

100%

6,41

3

17Fu

qing

Wan

da

Plaz

a

Fuqi

ngW

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Com

mer

cial

,

Acco

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g,

Com

mer

cial

&

Offi

ce,

Res

iden

tial

(exc

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lla)

Com

mer

cial

:

16Ja

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53;

Res

iden

tial:

16Ja

n20

83

80,1

30.0

035

5,18

2.80

Dec

2012

Mar

2015

786

239,

361.

243,

602

1,32

951

94,

859

3,67

910

0%3,

679


— IV-45 —

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OU

PV

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RT

IES

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Prop

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No.

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Park

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Mill

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18Fu

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a

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Dis

trict

Com

mer

cial

,

Res

iden

tial

Com

mer

cial

:

30M

ay20

51;

Res

iden

tial:

30M

ay20

81

29,0

93.0

023

9,33

4.60

Apr

2012

Jun

2015

1,00

255

,863

.71

456

700

260

1,68

71,

497

100%

1,49

7

19Fu

yang

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Res

iden

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Com

mer

cial

:

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53;

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iden

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83

161,

320.

0065

1,92

4.72

Oct

2013

Apr

2016

1,42

525

7,16

6.95

2,46

763

72,

416

6,19

11,

340

100%

1,34

0

20G

uang

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zhou

Dis

trict

Com

mer

cial

,

Offi

ce,

Res

iden

tial

Com

mer

cial

:

7M

ay20

53;

Res

iden

tial:

7M

ay20

83

116,

943.

2361

5,34

2.13

Jun

2013

Oct

2015

1,45

054

,893

.62

576

1,00

81,

780

4,81

41,

532

100%

1,53

2

21G

uang

zhou

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Offi

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4D

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20D

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22G

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Com

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:

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Res

iden

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84

71,4

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3.09

May

2014

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016

014

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392

410

1,96

75,

680

1,64

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646

23G

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Man

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ce

7N

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3867

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51M

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24Sh

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iden

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133,

312.

0069

5,70

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Jun

2014

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2016

1,22

558

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1,03

950

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86,

682

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25G

uilin

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linQ

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l,

Com

mer

cial

Com

mer

cial

:

24M

ar20

54;

Res

iden

tial:

24M

ar20

84

73,0

41.1

033

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0.00

Mar

2014

Oct

2015

750

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226

1,52

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1


— IV-46 —

GR

OU

PV

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PE

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IES

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TH

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UP

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EV

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Res

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:

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84

335,

208.

5380

2,71

1.90

Mar

2014

Aug

2017

1,32

545

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208

112

3,63

25,

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846

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846

27H

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Dis

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Res

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Res

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101,

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96Ju

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13M

ay20

184,

819

223,

338.

241,

789

2,56

85,

981

11,9

653,

581

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3,58

1

28H

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hou

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al27

Mar

2053

83,3

81.0

035

9,08

5.89

Sep

2013

Mar

2015

2,33

458

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1,66

01,

013

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802

2,67

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29H

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mer

cial

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Offi

ce,

Res

iden

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Com

mer

cial

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53;

Res

iden

tial:

18O

ct20

83

554,

736.

681,

813,

734.

29O

ct20

13Au

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196,

495

894,

401.

408,

102

1,85

39,

389

14,9

593,

379

100%

3,37

9

30H

ohho

tWan

da

Plaz

a

Hoh

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anda

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t

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:

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iden

tial:

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263,

229.

5332

0,51

4.56

Apr

2012

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2015

1,05

626

0,03

1.98

2,21

973

376

52,

742

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042

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trict

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mer

cial

&

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ce

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mer

cial

:

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Res

iden

tial:

9Au

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83

171,

428.

0086

8,46

4.25

Aug

2013

Oct

2016

1,85

015

7,44

9.05

1,20

379

83,

045

6,77

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1,64

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mer

cial

)

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mer

cial

:

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ay20

53;

Res

iden

tial:

4M

ay20

83

56,2

56.0

036

1,69

1.00

Jun

2013

Jun

2016

488

35,3

52.8

041

649

91,

108

2,88

981

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82

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Nov

2012

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2014

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462,

946

1,34

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707

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7


— IV-47 —

GR

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PV

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:

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Res

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tial:

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83

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560.

0098

7,07

6.00

May

2013

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2017

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Res

iden

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mer

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iden

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3

178,

370.

7064

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3.46

Aug

2013

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2016

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117,

863.

441,

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2,52

65,

951

1,45

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90,7

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Nov

2012

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2014

022

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91,

191

114

4,14

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525

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3,52

5

38Ji

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Res

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Com

mer

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ce:

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Res

iden

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80

54,0

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Dec

2010

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2015

1,03

338

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258

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mer

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mer

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iden

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Mar

2014

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2016

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033

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427

276

2,56

84,

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mer

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Res

iden

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mer

cial

:

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53;

Res

iden

tial:

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83

121,

702.

0040

9,99

2.59

Mar

2013

May

2015

1,25

014

5,59

3.15

1,60

11,

132

584

3,66

92,

322

100%

2,32

2

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536,

683

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92,

674

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6


— IV-48 —

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OU

PV

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d

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plet

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of

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3064

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Dec

2013

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2016

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380

92,

309

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0

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6067

4,55

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Jan

2013

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2016

1,65

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3,81

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1,72

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684

1,89

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372

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iden

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143,

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Sep

2012

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2016

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mm

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mer

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84

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261,

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498.

82Ju

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ct20

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203

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63.7

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83

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186.

436,

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2,34

65,

616

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109

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9


— IV-49 —

GR

OU

PV

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plet

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BM

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MB

Mill

ion)

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Res

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ce

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:

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iden

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82

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7047

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Mar

2012

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2014

022

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553

442

281,

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t

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Nan

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mer

cial

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Jun

2014

Jun

2015

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418

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Res

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Com

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:

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63;

Res

iden

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83

83,9

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Feb

2014

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2016

800

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10.8

192

551

32,

430

5,49

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6

52N

anni

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Res

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:

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tial:

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82

114,

617.

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2.50

Nov

2012

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2016

1,27

127

9,87

0.88

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951

4,66

512

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4,00

410

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Res

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:

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iden

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84

127,

187.

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3,65

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Mar

2014

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2016

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357

123

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216

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da

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Res

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mer

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:

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iden

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3

153,

707.

6973

6,96

1.13

Aug

2013

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1,24

544

62,

770

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:

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iden

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84

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Jun

2014

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017

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96,

471

520

100%

520


— IV-50 —

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6052

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Apr

2013

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Offi

ce,

Com

mer

cial

11Se

p20

5335

1,72

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386.

55Se

p20

13Fe

b20

170

181,

044.

562,

377

1,10

55,

310

10,0

272,

225

100%

2,22

5

59 Note

(1)

Qin

gdao

Wan

da

Yach

tInd

ustry

Park

Qin

gdao

Wan

da

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tInd

ustry

Inve

stm

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o.,

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Qin

gdao

Hua

ngda

oD

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ctC

omm

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al,

Res

iden

tial

Com

mer

cial

:

11Se

p20

53;

Res

iden

tial:

11Se

p20

83

156,

951.

0064

3,00

2.00

Dec

2013

Mar

2016

1,42

9—

—30

62,

534

4,67

21,

047

100%

1,04

7

60Q

uanz

hou

Puxi

Wan

daPl

aza

Qua

nzho

uPu

xi

Wan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Qua

nzho

uFe

ngze

Dis

trict

Acco

mm

odat

ion

&

Cat

erin

g,

Com

mer

cial

&

Offi

ce,

Res

iden

tial

Com

mer

cial

:

2Au

g20

50;

Res

iden

tial:

2Au

g20

80

166,

835.

8014

5,17

6.21

Feb

2012

Aug

2015

851

105,

648.

001,

426

544

190

1,42

61,

005

100%

1,00

5

61Sh

angh

aiJi

nsha

n

Wan

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aza

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ghai

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han

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daPl

aza

Inve

stm

entC

o.,

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Shan

ghai

Jins

han

Dis

trict

Com

mer

cial

,

Res

iden

tial,

Offi

ce

Com

mer

cial

:

24Se

p20

53;

Res

iden

tial:

24Se

p20

83

114,

008.

9044

8,78

1.72

Aug

2013

Jul2

015

780

86,5

41.6

81,

341

789

1,81

55,

854

2,01

710

0%2,

017

62Sh

enya

ngAo

ti

Wan

daPl

aza

Shen

yang

Aoti

Wan

daPl

aza

Co.

,

Ltd.

Shen

yang

Hun

nan

Dis

trict

Res

iden

tial,

Com

mer

cial

Com

mer

cial

:

19Se

p20

51;

Res

iden

tial:

19Se

p20

81

71,0

84.3

833

4,96

6.89

Nov

2011

Nov

2015

683

64,2

23.0

365

61,

535

764

3,55

72,

268

100%

2,26

8

63Si

ping

Wan

da

Plaz

a

Sipi

ngW

anda

Plaz

aIn

vest

men

t

Co.

,Ltd

.

Sipi

ngTi

edon

gD

istri

ctR

esid

entia

l,

Com

mer

cial

Com

mer

cial

:

16Au

g20

53;

Res

iden

tial:

16Au

g20

83

255,

297.

5061

3,80

0.10

Oct

2013

Apr

2017

1,32

812

6,08

3.63

662

720

1,73

74,

072

1,09

710

0%1,

097


— IV-51 —

GR

OU

PV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

UN

DE

RD

EV

EL

OP

ME

NT

INT

HE

PR

C(c

on

’t)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No.

Prop

erty

Nam

eH

oldi

ngEn

tity

City

Dis

tric

tLa

ndU

se

Expi

ryD

ate

of

Land

Use

Term

Site

Are

a

Plan

ned

GFA

Year

of

Com

men

cem

ent

ofC

onst

ruct

ion

Sche

dule

d

Year

of

Com

plet

ion

of

Con

stru

ctio

n

No.

of

Car

Park

ing

Spac

es

Pre-

sale

GFA

Pre-

sale

Con

side

ratio

n

Con

stru

ctio

n

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tIn

curr

ed

Con

stru

ctio

n

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tto

be

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rred

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ket

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e

As

If

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plet

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luat

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ket

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eas

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n

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e

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e

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e

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roup

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Valu

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n

Dat

e

(sq.

m.)

(sq.

m.)

(sq.

m.)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(%

)(R

MB

Mill

ion)

64Su

zhou

Wuz

hong

Wan

daPl

aza

Suzh

ouW

uzho

ng

Wan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Suzh

ouW

uzho

ngD

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ctC

omm

erci

al&

Offi

ce,

Com

mer

cial

,

Acco

mm

odat

ion

&

Cat

erin

g,

Res

iden

tial

Com

mer

cial

:

12Ja

n20

54;

Res

iden

tial:

12Ja

n20

84

93,6

54.6

049

6,44

4.83

Apr

2014

Mar

2016

825

55,7

62.7

382

221

02,

278

5,57

31,

472

100%

1,47

2

65Ta

izho

uJi

ngka

i

Wan

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Taiz

hou

Jing

kai

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daPr

oper

ty

Co.

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.

Taiz

hou

Econ

omic

and

Tech

nolo

gica

l

Dev

elop

men

tZon

e

Com

mer

cial

Com

mer

cial

:

14Ja

n20

54;

Res

iden

tial:

14Ja

n20

84

98,7

66.0

052

0,53

1.96

Mar

2014

Jun

2016

3,15

313

6,69

7.02

1,49

418

92,

459

5,85

01,

071

100%

1,07

1

66Ji

nan

Gao

xin

Wan

daPl

aza

Jina

nG

aoxi

n

Wan

daPl

aza

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erty

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.

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aoxi

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ctC

omm

erci

al&

Offi

ce,

Res

iden

tial

Com

mer

cial

:

3M

ay20

54;

Res

iden

tial:

3M

ay20

84

121,

740.

0068

2,99

8.93

Apr

2014

Jul2

016

4,50

68,

077.

8425

125

24,

091

6,69

01,

353

100%

1,35

3

67Ta

iyua

nLo

nghu

Wan

daPl

aza

Taiy

uan

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da

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o.,L

td.

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uan

Xing

hual

ing

Dis

trict

Res

iden

tial,

Com

mer

cial

Com

mer

cial

:

Sep

2047

;

Res

iden

tial:

Sep

2057

66,0

24.4

760

9,70

5.35

Sep

2013

Jul2

016

1,20

014

6,32

2.28

2,33

293

13,

719

7,94

51,

828

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1,82

8

68Ta

i’an

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da

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a

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vest

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t

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.

Tai’a

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isha

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omm

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al28

Jun

2053

162,

043.

0065

9,04

6.90

Dec

2013

Jul2

016

2,10

079

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.40

949

1,08

02,

550

6,66

01,

595

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1,59

5

69C

hang

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da

Plaz

a

Cha

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anda

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aIn

vest

men

t

Co.

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.

Cha

ngsh

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shan

Hig

h-te

ch

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elop

men

tZon

e

Res

iden

tial,

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mer

cial

Com

mer

cial

:

Aug

2054

;

Res

iden

tial:

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2084

138,

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0065

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Sep

2014

Mar

2017

2,17

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3,26

16,

133

886

100%

886

70To

nglia

oW

anda

Plaz

a

Tong

liao

Wan

da

Plaz

aIn

vest

men

t

Co.

,Ltd

.

Tong

liao

Hor

qin

Dis

trict

Res

iden

tial,

Com

mer

cial

Com

mer

cial

:

19Ju

l205

3;

Res

iden

tial:

19Ju

l208

3

234,

570.

4378

7,70

0.00

Jun

2013

Oct

2016

2,11

914

6,71

6.54

1,54

744

45,

344

6,98

21,

461

100%

1,46

1

71W

eifa

ngW

anda

Plaz

a

Wei

fang

Wan

da

Plaz

aC

o.,L

td.

Wei

fang

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enD

istri

ctC

omm

erci

al&

Offi

ce,

Res

iden

tial

Com

mer

cial

:

4Ap

r20

52;

Res

iden

tial:

4Ap

r20

82

108,

956.

0016

4,58

4.21

Apr

2013

Jul2

015

866

43,1

33.6

528

522

739

01,

272

405

100%

405


— IV-52 —

GR

OU

PV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

UN

DE

RD

EV

EL

OP

ME

NT

INT

HE

PR

C(c

on

’t)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No.

Prop

erty

Nam

eH

oldi

ngEn

tity

City

Dis

tric

tLa

ndU

se

Expi

ryD

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of

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Use

Term

Site

Are

a

Plan

ned

GFA

Year

of

Com

men

cem

ent

ofC

onst

ruct

ion

Sche

dule

d

Year

of

Com

plet

ion

of

Con

stru

ctio

n

No.

of

Car

Park

ing

Spac

es

Pre-

sale

GFA

Pre-

sale

Con

side

ratio

n

Con

stru

ctio

n

Cos

tIn

curr

ed

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stru

ctio

n

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tto

be

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ket

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e

As

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plet

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luat

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ket

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eas

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n

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BM

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n)(R

MB

Mill

ion)

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BM

illio

n)(R

MB

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ion)

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BM

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n)(%

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MB

Mill

ion)

72W

eina

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a

Wei

nan

Wan

da

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vest

men

t

Co.

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.

Wei

nan

Gao

xin

Dis

trict

Com

mer

cial

9Ju

l205

369

,116

.77

290,

000.

00Au

g20

13O

ct20

150

30,9

31.3

424

628

31,

233

2,50

340

810

0%40

8

73W

enzh

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ng

Wan

daPl

aza

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zhou

Ping

yang

Wan

daPl

aza

Inve

stm

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o.,

Ltd.

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zhou

Ping

yang

Cou

nty

Acco

mm

odat

ion

&

Cat

erin

g,

Res

iden

tial,

Com

mer

cial

Com

mer

cial

:

9Ap

r20

53;

Res

iden

tial:

9Ap

r20

83

119,

265.

0054

8,25

1.67

Apr

2013

May

2015

2,00

025

2,17

9.19

2,90

01,

284

1,35

45,

935

3,01

710

0%3,

017

74W

uhai

Wan

da

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a

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anda

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vest

men

t

Co.

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Wuh

aiH

aibo

wan

Dis

trict

Com

mer

cial

&

Offi

ce,

Res

iden

tial

Com

mer

cial

:

27Ju

l205

3;

Res

iden

tial:

27Ju

l208

3

144,

342.

0062

8,07

2.45

Sep

2013

Sep

2016

550

148,

362.

271,

134

408

2,58

65,

113

892

100%

892

75U

rum

qiW

anda

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t

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.

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mqi

Econ

omic

and

Tech

nolo

gica

l

Dev

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men

tZon

e

Com

mer

cial

,

Res

iden

tial

27D

ec20

5315

5,94

7.59

931,

733.

02D

ec20

13N

ov20

172,

413

154,

082.

281,

734

492

4,74

89,

149

1,26

510

0%1,

265

76W

uxiW

anda

City

Wux

iWan

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ity

Inve

stm

entC

o.,

Ltd.

Wux

iBi

nhu

Dis

trict

Com

mer

cial

,

Res

iden

tial

Com

mer

cial

:

25Ja

n20

54;

Res

iden

tial:

20M

ar20

84

484,

742.

9099

7,97

7.98

Apr

2014

Oct

2016

2,71

710

7,84

3.28

989

902

7,58

28,

180

2,65

310

0%2,

653

77W

uhu

Jing

hu

Wan

daPl

aza

Wuh

uW

anda

Plaz

aC

o.,L

td.

Wuh

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nghu

Dis

trict

Com

mer

cial

,

Offi

ce,H

otel

29Ju

n20

5242

,488

.32

224,

253.

60Se

p20

12Au

g20

1557

536

,345

.56

280

699

609

1,83

886

510

0%86

5

78W

uhan

Cen

tral

Cul

ture

City

Han

jie

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daPl

aza

Wuh

anW

anda

Don

ghu

Prop

erty

Co.

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.

Wuh

anW

ucha

ngD

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l,

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mer

cial

,

Ente

rtain

men

t,

Com

mer

cial

&

Offi

ce

Com

mer

cial

:

26Ap

r20

51;

Res

iden

tial:

26Ap

r20

81

210,

599.

891,

165,

840.

05Ju

l201

1Se

p20

163,

941

499,

890.

2210

,632

7,15

96,

692

23,5

4812

,001

100%

12,0

01

79Xi

’an

Dam

ingg

ong

Wan

daPl

aza

Xi’a

nD

amin

ggon

g

Wan

daPl

aza

Co.

,

Ltd.

Xi’a

nW

eiya

ngD

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ctR

esid

entia

l,

Com

mer

cial

Com

mer

cial

:

4Fe

b20

52;

Res

iden

tial:

4Fe

b20

82

53,1

59.4

217

3,22

7.73

May

2012

Jun

2015

1,40

856

,996

.75

827

352

1,06

91,

896

623

100%

623

80Xi

ning

Wan

da

Plaz

a

Xini

ngW

anda

Plaz

aIn

vest

men

t

Co.

,Ltd

.

Xini

ngH

aihu

New

Dis

trict

Com

mer

cial

,

Res

iden

tial

Com

mer

cial

:

30Ju

l205

3;

Res

iden

tial:

30Ju

l208

3

140,

049.

4485

9,02

3.51

Sep

2013

Jul2

016

970

194,

836.

322,

349

1,10

83,

495

8,52

71,

723

100%

1,72

3


— IV-53 —

GR

OU

PV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

UN

DE

RD

EV

EL

OP

ME

NT

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PR

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lua

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rya

sa

t3

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tem

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4(c

on

’t)

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erty

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eH

oldi

ngEn

tity

City

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tric

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ndU

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ryD

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of

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Use

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Site

Are

a

Plan

ned

GFA

Year

of

Com

men

cem

ent

ofC

onst

ruct

ion

Sche

dule

d

Year

of

Com

plet

ion

of

Con

stru

ctio

n

No.

of

Car

Park

ing

Spac

es

Pre-

sale

GFA

Pre-

sale

Con

side

ratio

n

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stru

ctio

n

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curr

ed

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ket

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m.)

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n)(R

MB

Mill

ion)

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BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(%

)(R

MB

Mill

ion)

81 Note

(2)

Xish

uang

bann

a

Inte

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iona

l

Res

ort

Xish

uang

bann

a

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rnat

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l

Res

ort

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elop

men

tCo.

,

Ltd.

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hong

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hong

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stria

l

Park

Res

iden

tial,

Com

mer

cial

,

Ente

rtain

men

t,

Publ

icFa

cilit

ies,

Med

ical

&C

harit

y

Com

mer

cial

:

1Se

p20

51;

Res

iden

tial:

31D

ec20

82

1,73

7,56

6.83

1,24

6,56

3.65

Apr

2013

Dec

2015

3,82

943

2,90

2.97

2,50

92,

099

5,77

06,

148

3,48

280

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786

82Xi

angt

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a

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da

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aIn

vest

men

t

Co.

,Ltd

.

Xian

gtan

Yuet

ang

Dis

trict

Res

iden

tial,

Com

mer

cial

Com

mer

cial

:

13D

ec20

53;

Res

iden

tial:

13D

ec20

83

170,

638.

0487

4,92

6.00

Dec

2013

Dec

2016

2,25

034

,984

.57

361

217

3,58

76,

693

1,04

110

0%1,

041

83Su

zhou

Wan

da

Plaz

a

Suzh

ouW

anda

Plaz

aIn

vest

men

t

Co.

,Ltd

.

Suzh

ouYo

ngqi

aoD

istri

ctC

omm

erci

al,

Res

iden

tial

Com

mer

cial

:

Apr

2054

;

Res

iden

tial:

Apr

2084

163,

759.

1771

6,10

0.00

May

2014

Apr

2017

2,20

04,

381.

4932

101

2,51

05,

119

1,28

910

0%1,

289

84H

efei

Yaoh

ai

Wan

daPl

aza

Hef

eiYa

ohai

Wan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Hef

eiYa

ohai

Dis

trict

Res

iden

tial,

Com

mer

cial

Com

mer

cial

:

16Ju

l205

4;

Res

iden

tial:

16Ju

l208

4

77,8

89.5

636

8,78

2.96

Jul2

014

Jan

2017

242

——

11,

311

3,68

055

110

0%55

1

85Ya

ntai

Zhifu

Wan

daPl

aza

Yant

aiZh

ifu

Wan

daPl

aza

Co.

,

Ltd.

Yant

aiZh

ifuD

istri

ctR

esid

entia

l,

Com

mer

cial

,

Publ

icFa

cilit

ies

Com

mer

cial

:

4Ju

l205

3;

Res

iden

tial:

4Ju

l208

3;

Publ

icFa

cilit

ies

4Ju

l206

3

210,

843.

1079

1,30

0.09

Dec

2012

Jun

2016

3,96

012

6,81

8.60

2,50

62,

759

3,59

210

,486

4,07

070

%2,

849

86Yi

wu

Wan

daPl

aza

Yiw

uW

anda

Plaz

a

Inve

stm

entC

o.,

Ltd.

Yiw

uEc

onom

ican

d

Tech

nolo

gica

l

Dev

elop

men

tZon

e

Com

mer

cial

,

Res

iden

tial

Com

mer

cial

:

18Fe

b20

54;

Res

iden

tial:

18Fe

b20

84

106,

251.

1263

7,80

0.00

Jun

2014

Mar

2017

950

76,2

98.9

01,

630

496

3,07

29,

733

2,26

310

0%2,

263

87Xu

zhou

Tong

shan

Wan

daPl

aza

Xuzh

ouW

anda

Plaz

aPr

oper

ty

Co.

,Ltd

.

Xuzh

ouTo

ngsh

anD

istri

ctC

omm

erci

al,

Res

iden

tial

Com

mer

cial

&

Offi

ce:

7O

ct20

54;

Res

iden

tial:

3O

ct20

84

144,

925.

0063

8,54

9.50

Sep

2014

Jul2

017

1,75

0—

—35

3,49

35,

118

507

100%

507

88Su

inin

gW

anda

Plaz

a

Suin

ing

Wan

da

Plaz

aIn

vest

men

t

Co.

,Ltd

.

Suin

ing

Hed

ong

New

Dis

trict

Com

mer

cial

25Ju

l205

476

,987

.25

291,

100.

00Au

g20

14O

ct20

160

——

101,

334

2,32

126

510

0%26

5


— IV-54 —

GR

OU

PV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

UN

DE

RD

EV

EL

OP

ME

NT

INT

HE

PR

C(c

on

’t)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No.

Prop

erty

Nam

eH

oldi

ngEn

tity

City

Dis

tric

tLa

ndU

se

Expi

ryD

ate

of

Land

Use

Term

Site

Are

a

Plan

ned

GFA

Year

of

Com

men

cem

ent

ofC

onst

ruct

ion

Sche

dule

d

Year

of

Com

plet

ion

of

Con

stru

ctio

n

No.

of

Car

Park

ing

Spac

es

Pre-

sale

GFA

Pre-

sale

Con

side

ratio

n

Con

stru

ctio

n

Cos

tIn

curr

ed

Con

stru

ctio

n

Cos

tto

be

Incu

rred

Mar

ket

Valu

e

As

If

Com

plet

edas

atVa

luat

ion

Dat

e

Mar

ket

Valu

e

inEx

istin

g

Stat

eas

at

Valu

atio

n

Dat

e

Inte

rest

Att

ribu

tabl

e

toth

eG

roup

Mar

ket

Valu

e

inEx

istin

g

Stat

e

Att

ribu

tabl

e

toth

eG

roup

asat

Valu

atio

n

Dat

e

(sq.

m.)

(sq.

m.)

(sq.

m.)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(%

)(R

MB

Mill

ion)

89Yi

ngko

uW

anda

Plaz

a

Ying

kou

Wan

da

Plaz

aIn

vest

men

t

Co.

,Ltd

.

Ying

kou

Zhan

qian

Dis

trict

Com

mer

cial

,

Res

iden

tial

Com

mer

cial

:

18Ja

n20

53;

Res

iden

tial:

18Ja

n20

83

130,

631.

0071

5,10

0.00

Mar

2013

Jun

2016

1,51

511

4,09

1.10

993

1,19

51,

942

5,79

31,

816

100%

1,81

6

90Sh

aoxi

ngSh

angy

u

Wan

daPl

aza

Shao

xing

Shan

gyu

Wan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Shao

xing

Shan

gyu

Dis

trict

Com

mer

cial

&

Offi

ce,

Res

iden

tial,

Com

mer

cial

Com

mer

cial

:

23Ju

n20

54;

Res

iden

tial:

23Ju

n20

84

37,7

13.6

073

,135

.37

Aug

2014

Apr

2016

0—

—4

457

974

8910

0%89

91Zh

anjia

ngW

anda

Plaz

a

Zhan

jiang

Dev

elop

men

tZon

e

Wan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Zhan

jiang

Econ

omic

and

Tech

nolo

gica

l

Dev

elop

men

tZon

e

Com

mer

cial

&

Offi

ce,

Res

iden

tial

Com

mer

cial

:

5D

ec20

53;

Res

iden

tial:

5D

ec20

83

98,3

79.3

469

2,02

9.13

Dec

2013

Sep

2016

471

41,6

64.8

881

747

54,

163

8,40

01,

945

100%

1,94

5

92Zh

angz

hou

Taiw

anes

eW

anda

Plaz

a

Zhan

gzho

u

Taiw

anes

e

Inve

stm

entD

istri

ct

Wan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Zhan

gzho

uTa

iwan

ese

Inve

stm

entZ

one

Com

mer

cial

,

Acco

mm

odat

ion

&

Cat

erin

g,

Com

mer

cial

&

Offi

ce,

Res

iden

tial

Com

mer

cial

:

8N

ov20

53;

Res

iden

tial:

8N

ov20

83

166,

560.

0057

6,57

5.85

Jan

2014

Sep

2016

1,72

817

5,63

9.88

1,37

328

72,

355

4,55

561

410

0%61

4

93C

hang

chun

Kuan

chen

gW

anda

Plaz

a

Cha

ngch

un

Kuan

chen

gW

anda

Plaz

aC

o.,L

td.

Cha

ngch

unKu

anch

eng

Dis

trict

Res

iden

tial,

Com

mer

cial

Com

mer

cial

:

30M

ar20

51;

Res

iden

tial:

30M

ar20

81

27,5

11.0

021

,402

.78

Apr

2014

Sep

2016

017

,843

.62

158

4997

269

103

100%

103

94C

hang

sha

Kaifu

Wan

daPl

aza

Cha

ngsh

aKa

ifu

Wan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Cha

ngsh

aKa

ifuD

istri

ctC

omm

erci

al,

Res

iden

tial

Com

mer

cial

:

29Ju

l205

0;

Res

iden

tial:

29Ju

l208

0

121,

783.

4724

0,96

1.66

Sep

2012

Nov

2014

021

4,92

4.98

3,95

01,

554

364

4,41

63,

506

100%

3,50

6

95Zh

engz

hou

Wan

da

Cen

tre

Zhen

gzho

uJi

nshu

i

Wan

daIn

vest

men

t

Co.

,Ltd

.

Zhen

gzho

uJi

nshu

iDis

trict

Com

mer

cial

,

Res

iden

tial

Com

mer

cial

:

27Au

g20

53;

Res

iden

tial:

27Au

g20

83

55,7

01.9

635

8,80

1.42

Nov

2013

Apr

2016

1,04

178

,339

.97

1,88

326

11,

697

5,30

62,

140

100%

2,14

0

96C

hong

qing

Bana

n

Wan

daPl

aza

Cho

ngqi

ngW

anda

Plaz

aPr

oper

ty

Co.

,Ltd

.

Cho

ngqi

ngBa

nan

Dis

trict

Res

iden

tial,

Com

mer

cial

,

Ente

rtain

men

t

Com

mer

cial

:

29N

ov20

53;

Res

iden

tial:

29N

ov20

63

200,

004.

001,

025,

200.

00N

ov20

13Ju

n20

171,

992

128,

025.

301,

816

587

3,94

99,

051

2,56

410

0%2,

564


— IV-55 —

GR

OU

PV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

UN

DE

RD

EV

EL

OP

ME

NT

INT

HE

PR

C(c

on

’t)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No.

Prop

erty

Nam

eH

oldi

ngEn

tity

City

Dis

tric

tLa

ndU

se

Expi

ryD

ate

of

Land

Use

Term

Site

Are

a

Plan

ned

GFA

Year

of

Com

men

cem

ent

ofC

onst

ruct

ion

Sche

dule

d

Year

of

Com

plet

ion

of

Con

stru

ctio

n

No.

of

Car

Park

ing

Spac

es

Pre-

sale

GFA

Pre-

sale

Con

side

ratio

n

Con

stru

ctio

n

Cos

tIn

curr

ed

Con

stru

ctio

n

Cos

tto

be

Incu

rred

Mar

ket

Valu

e

As

If

Com

plet

edas

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luat

ion

Dat

e

Mar

ket

Valu

e

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g

Stat

eas

at

Valu

atio

n

Dat

e

Inte

rest

Att

ribu

tabl

e

toth

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roup

Mar

ket

Valu

e

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g

Stat

e

Att

ribu

tabl

e

toth

eG

roup

asat

Valu

atio

n

Dat

e

(sq.

m.)

(sq.

m.)

(sq.

m.)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(%

)(R

MB

Mill

ion)

97Ji

linC

hang

yi

Wan

daPl

aza

Jilin

Wan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Jilin

Cha

ngyi

Dis

trict

Com

mer

cial

,

Res

iden

tial

Res

iden

tial:

17Ju

l208

4;

Com

mer

cial

:

17Ju

l205

4

198,

654.

3368

2,99

0.00

Sep

2014

Jun

2018

2,20

0—

—37

3,23

65,

102

684

100%

684

98D

ongg

uan

Hum

en

Wan

daPl

aza

Don

ggua

nH

umen

Wan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Don

ggua

nH

umen

Tow

nR

esid

entia

l,

Com

mer

cial

Res

iden

tial:

13Ju

n20

84;

Com

mer

cial

:

13Ju

n20

54

110,

781.

8045

9,00

0.00

Aug

2014

Aug

2017

945

——

112,

612

5,74

81,

272

100%

1,27

2

99Zi

yang

Wan

da

Plaz

a

Ziya

ngW

anda

Plaz

aIn

vest

men

t

Co.

,Ltd

.

Ziya

ngYa

njia

ngD

istri

ctR

esid

entia

l,

Com

mer

cial

&

Offi

ce

Res

iden

tial:

4Ju

n20

84;

Com

mer

cial

:

4Ju

n20

54

203,

214.

161,

000,

500.

00Ju

l201

4Ju

n20

183,

025

5,37

9.99

114

593,

531

5,78

884

510

0%84

5

100

Mei

zhou

Wan

da

Plaz

a

Mei

zhou

Wan

da

Plaz

aIn

vest

men

t

Co.

,Ltd

.

Mei

zhou

Mei

jiang

Dis

trict

Com

mer

cial

,

Res

iden

tial

Res

iden

tial:

15Ju

n20

84;

Com

mer

cial

:

15Ju

n20

54

139,

969.

0070

7,88

1.93

Jul2

014

Sep

2017

2,63

4—

—10

3,49

15,

473

545

100%

545

101

Yanj

iWan

daPl

aza

Yanj

iWan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Yanj

iYa

nji

Res

iden

tial,

Com

mer

cial

Com

mer

cial

:

25Ju

n20

54;

Res

iden

tial:

25Ju

n20

84

144,

708.

5654

4,90

0.00

Jun

2014

Jul2

017

1,00

016

,695

.68

301

182,

426

4,07

330

210

0%30

2

102

Qua

nzho

uAn

xi

Wan

daPl

aza

Qua

nzho

uAn

xi

Wan

daPl

aza

Inve

stm

entC

o.,

Ltd.

Qua

nzho

uAn

xiC

omm

erci

al,

Res

iden

tial

Res

iden

tial:

5Ju

n20

84;

Com

mer

cial

:

5Ju

n20

54

77,8

01.9

024

5,57

9.85

Sep

2014

Aug

2017

511

——

231,

465

2,24

914

010

0%14

0

103

Nan

ning

Wan

da

Proj

ect

Nan

ning

Wan

da

Mao

Inve

stm

ent

Co.

,Ltd

.

Nan

ning

Wux

iang

New

Dis

trict

Com

mer

cial

,

Res

iden

tial

Com

mer

cial

:

9Ju

l205

4;

Res

iden

tial:

9Ju

l208

4

128,

332.

0557

7,64

1.71

Jul2

014

Nov

2017

3,97

1—

—32

2,33

63,

436

562

100%

562

104

Shiy

anW

anda

Plaz

a

Shiy

anW

anda

Plaz

aPr

oper

ty

Co.

,Ltd

.

Shiy

anZh

angw

anD

istri

ctC

omm

erci

al,

Res

iden

tial

Com

mer

cial

:

28Ju

n20

54;

Res

iden

tial:

28Ju

n20

84

170,

688.

0083

4,20

0.00

Aug

2014

Nov

2017

2,15

010

,625

.69

309

453,

183

6,91

244

510

0%44

5


— IV-56 —

GR

OU

PV

-P

RO

PE

RT

IES

HE

LD

BY

TH

EG

RO

UP

UN

DE

RD

EV

EL

OP

ME

NT

INT

HE

PR

C(c

on

’t)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No.

Prop

erty

Nam

eH

oldi

ngEn

tity

City

Dis

tric

tLa

ndU

se

Expi

ryD

ate

of

Land

Use

Term

Site

Are

a

Plan

ned

GFA

Year

of

Com

men

cem

ent

ofC

onst

ruct

ion

Sche

dule

d

Year

of

Com

plet

ion

of

Con

stru

ctio

n

No.

of

Car

Park

ing

Spac

es

Pre-

sale

GFA

Pre-

sale

Con

side

ratio

n

Con

stru

ctio

n

Cos

tIn

curr

ed

Con

stru

ctio

n

Cos

tto

be

Incu

rred

Mar

ket

Valu

e

As

If

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plet

edas

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luat

ion

Dat

e

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ket

Valu

e

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g

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eas

at

Valu

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n

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e

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rest

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ribu

tabl

e

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roup

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ket

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e

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Stat

e

Att

ribu

tabl

e

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roup

asat

Valu

atio

n

Dat

e

(sq.

m.)

(sq.

m.)

(sq.

m.)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(R

MB

Mill

ion)

(RM

BM

illio

n)(%

)(R

MB

Mill

ion)

105

Yinc

huan

Xixi

a

Wan

daPl

aza

Yinc

huan

Xixi

a

Wan

daPl

aza

Co.

,

Ltd.

Yinc

huan

Xixi

aD

istri

ctC

ompo

site

Res

iden

tial

Com

mer

cial

:

30Ju

l205

2;

Res

iden

tial:

30Ju

l208

2

120,

067.

3448

3,84

4.83

Oct

2012

Dec

2015

800

157,

623.

911,

323

1,04

095

83,

448

1,69

010

0%1,

690

Tota

l16

,874

,555

.87

60,9

88,8

55.2

515

3,54

211

,774

,449

.61

146,

210

82,1

1524

8,80

658

6,70

018

3,50

018

1,47

9

No

tes:

(1)

Qin

gd

ao

Wa

nd

aY

ach

tIn

du

stry

Inve

stm

en

tC

o.,

Ltd

.w

hic

hh

eld

Qin

gd

ao

Wa

nd

aY

ach

tIn

du

stri

al

Pa

rkh

as

be

en

spu

no

ffb

yth

eG

rou

po

n3

0O

cto

be

r2

01

4.

(2)

Xis

hu

an

gb

an

na

Inte

rna

tio

na

lRe

sort

De

velo

pm

en

tC

o.,

Ltd

.w

hic

hh

eld

Xis

hu

an

gb

an

na

Inte

rna

tio

na

lRe

sort

ha

sb

ee

nsp

un

off

by

the

Gro

up

on

24

Oct

ob

er

20

14

.


— IV-57 —

GR

OU

PV

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

FU

TU

RE

DE

VE

LO

PM

EN

TIN

TH

EP

RC

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Sit

eA

rea

(Ac

co

rdin

g

toG

ran

t

Co

ntr

ac

t

of

La

nd

Us

e

Rig

hts

)

Sit

eA

rea

(Ac

co

rdin

gto

Sta

te-o

wn

ed

La

nd

Us

e

Rig

hts

Ce

rtif

ica

te)

Pla

nn

ed

GF

A

Ye

ar

of

Co

mm

en

ce

me

nt

of

Co

ns

tru

cti

on

Sc

he

du

led

Ye

ar

of

Co

mp

leti

on

of

Co

ns

tru

cti

on

Ma

rke

tV

alu

e

inE

xis

tin

g

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

tV

alu

e

inE

xis

tin

g

Sta

te

Att

rib

uta

ble

toth

eG

rou

p

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)(s

q.

m.)

(sq

.m

.)(R

MB

Mill

ion

)(%

)(R

MB

Mill

ion

)

1 Not

e

(1)

Da

lian

Jin

shi

Inte

rna

tio

na

l

Re

sort

Da

lian

Jin

shi

Cu

ltu

rea

nd

Tra

vel

Inve

stm

en

tC

o.,

Ltd

.

Da

lian

Jin

zho

uD

istr

ict

Re

sid

en

tia

l1

9Ja

n2

06

21

96

,38

9.0

01

96

,38

9.0

03

10

,14

0.0

0M

ar

20

15

Ma

y2

01

76

62

80

%5

30

2D

alia

nW

an

da

Ce

ntr

e

Da

lian

Wa

nd

a

Co

mm

erc

ial

Pro

pe

rtie

sC

o.,

Ltd

.

Da

lian

Zh

on

gsh

an

Dis

tric

t

En

tert

ain

me

nt

22

Se

p2

04

89

,99

6.2

09

,99

6.2

09

,99

6.2

0D

ec

20

14

Jun

20

16

33

10

0%

33

3S

ipin

gW

an

da

Pla

za

Sip

ing

Wa

nd

a

Pla

zaIn

vest

me

nt

Co

.,L

td.

Sip

ing

Tie

do

ng

Dis

tric

t

Re

sid

en

tia

lC

om

me

rcia

l:

16

Au

g2

05

3;

Re

sid

en

tia

l:

16

Au

g2

08

3

38

,01

0.7

03

8,0

10

.70

13

2,8

99

.90

Fe

b2

01

5Ju

l2

01

76

71

00

%6

7

4H

arb

inW

an

da

Cit

y

Ha

rbin

Wa

nd

aC

ity

Inve

stm

en

tC

o.,

Ltd

.

Ha

rbin

So

ng

be

i

Dis

tric

t

Re

sid

en

tia

l,

Co

mm

erc

ial

Co

mm

erc

ial:

1Ju

l2

05

3;

Re

sid

en

tia

l:

1Ju

l2

08

3

97

2,7

37

.50

97

2,7

37

.50

2,0

07

,09

5.6

9N

ov

20

14

Ma

y2

01

91

,60

91

00

%1

,60

9

5H

efe

iW

an

da

Cit

yH

efe

iW

an

da

Cit

y

Inve

stm

en

tC

o.,

Ltd

.

He

fei

Bin

hu

Ne

w

Dis

tric

t

Co

mm

erc

ial

(En

tert

ain

me

nt)

,

Re

sid

en

tia

l

Co

mm

erc

ial:

24

Ap

r2

05

4;

Re

sid

en

tia

l:

24

Ap

r2

08

4

65

5,6

80

.00

41

0,3

43

.11

77

0,4

69

.49

Ma

r2

01

5A

pr

20

21

97

31

00

%9

73

6Ji

na

nG

ao

xin

Wa

nd

aP

laza

Jin

an

Ga

oxi

n

Wa

nd

aP

laza

Pro

pe

rty

Co

.,L

td.

Jin

an

Ga

oxi

nD

istr

ict

Co

mm

erc

ial

&

Off

ice

Co

mm

erc

ial:

3M

ay

20

54

;

Re

sid

en

tia

l:

3M

ay

20

84

21

,01

0.0

02

1,0

10

.00

16

4,7

00

.00

De

c2

01

4F

eb

20

17

25

61

00

%2

56

7W

uxi

Wa

nd

aC

ity

Wu

xiW

an

da

Cit

y

Inve

stm

en

tC

o.,

Ltd

.

Wu

xiB

inh

uD

istr

ict

Co

mm

erc

ial,

En

tert

ain

me

nt,

Re

sid

en

tia

l

Co

mm

erc

ial:

10

Se

p2

05

4;

Re

sid

en

tia

l:

10

Se

p2

08

4

44

7,0

16

.00

44

1,2

02

.00

34

2,8

03

.70

Fe

b2

01

5O

ct2

01

61

,19

61

00

%1

,19

6

8M

ian

yan

gJi

ng

kai

Wa

nd

aP

laza

Mia

nya

ng

Jin

gka

i

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Mia

nya

ng

Fu

che

ng

Dis

tric

t

Co

mp

osi

te

Re

sid

en

tia

l

Co

mm

erc

ial:

26

No

v2

05

2;

Re

sid

en

tia

l:

26

No

v2

08

2

40

,36

6.2

84

0,3

66

.28

21

3,2

00

.00

De

c2

01

4O

ct2

01

62

87

10

0%

28

7

9H

efe

iY

ao

ha

i

Wa

nd

aP

laza

He

fei

Ya

oh

ai

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

He

fei

Ya

oh

ai

Dis

tric

tC

om

me

rcia

l,

Re

sid

en

tia

l

Co

mm

erc

ial:

16

Jul

20

54

;

Re

sid

en

tia

l:

16

Jul

20

84

72

,01

4.2

87

2,0

14

.28

37

7,3

50

.71

No

v2

01

4M

ay

20

17

511

10

0%

511


— IV-58 —

GR

OU

PV

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

FU

TU

RE

DE

VE

LO

PM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Sit

eA

rea

(Ac

co

rdin

g

toG

ran

t

Co

ntr

ac

t

of

La

nd

Us

e

Rig

hts

)

Sit

eA

rea

(Ac

co

rdin

gto

Sta

te-o

wn

ed

La

nd

Us

e

Rig

hts

Ce

rtif

ica

te)

Pla

nn

ed

GF

A

Ye

ar

of

Co

mm

en

ce

me

nt

of

Co

ns

tru

cti

on

Sc

he

du

led

Ye

ar

of

Co

mp

leti

on

of

Co

ns

tru

cti

on

Ma

rke

tV

alu

e

inE

xis

tin

g

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

tV

alu

e

inE

xis

tin

g

Sta

te

Att

rib

uta

ble

toth

eG

rou

p

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)(s

q.

m.)

(sq

.m

.)(R

MB

Mill

ion

)(%

)(R

MB

Mill

ion

)

10

Not

e

(2)

Qin

gd

ao

Wa

nd

a

Ya

cht

Ind

ust

ry

Pa

rk

Qin

gd

ao

Wa

nd

a

Ya

cht

Ind

ust

ry

Inve

stm

en

tC

o.,

Ltd

.

Qin

gd

ao

Hu

an

gd

ao

Dis

tric

t

Ind

ust

ria

l,

Me

dic

al

&

Ch

ari

ty,

Re

sid

en

tia

l

Ind

ust

ria

l:

11S

ep

20

63

;

Re

sid

en

tia

l:

11S

ep

20

83

;

Me

dic

al

&

Ch

ari

ty:

11S

ep

20

63

87

5,8

92

.00

87

5,8

92

.00

2,6

68

,70

9.5

0O

ct2

01

4M

ar

20

22

3,0

17

10

0%

3,0

17

11H

oh

ho

tH

uim

in

Dis

tric

tW

an

da

Pla

za

Ho

hh

ot

Wa

nd

a

Pla

zaP

rop

ert

yC

o.,

Ltd

.

Ho

hh

ot

Hu

imin

Dis

tric

tR

esi

de

nti

al,

Co

mm

erc

ial

Co

mm

erc

ial:

15

Jul

20

54

;

Re

sid

en

tia

l:

15

Jul

20

84

115

,39

2.5

311

5,3

92

.53

59

1,1

00

.00

Jan

20

15

Se

p2

01

85

04

10

0%

50

4

12

Sh

en

yan

gT

iexi

Wa

nd

aP

laza

Sh

en

yan

gW

an

da

Pro

pe

rty

Co

.,L

td.

Sh

en

yan

gT

iexi

Dis

tric

tC

om

po

site

Re

sid

en

tia

l

1N

ov

20

56

8,9

67

.82

8,9

67

.82

46

,00

0.0

0O

ct2

01

4S

ep

20

17

15

11

00

%1

51

13

Taiy

ua

nL

on

gh

u

Wa

nd

aP

laza

Taiy

ua

nW

an

da

Pla

zaC

o.,

Ltd

.

Taiy

ua

nX

ing

hu

alin

g

Dis

tric

t

Re

sid

en

tia

l,

Co

mm

erc

ial

&

Off

ice

,

Co

mm

erc

ial,

Ed

uca

tio

n

Co

mm

erc

ial:

14

Se

p2

04

7;

Re

sid

en

tia

l:

14

Se

p2

05

7

49

,76

4.4

94

9,7

64

.49

26

,60

1.0

0M

ar

20

15

Jul

20

16

78

10

0%

78

14

Qin

gd

ao

Wa

nd

a

Ori

en

tal

Mo

vie

Me

tro

po

lis

Qin

gd

ao

Wa

nd

a

Ori

en

tal

Mo

vie

Me

tro

po

lis

Inve

stm

en

tC

o.,

Ltd

.

Qin

gd

ao

Hu

an

gd

ao

Dis

tric

t

Re

sid

en

tia

l,

Co

mm

erc

ial,

En

tert

ain

me

nt,

Me

dic

al

&

Ch

ari

ty,

Ed

uca

tio

n

Co

mm

erc

ial:

9S

ep

20

84

Re

sid

en

tia

l:

9S

ep

20

54

2,0

96

,76

1.0

04

95

,28

7.0

03

,37

3,6

02

.30

Ma

r2

01

5F

eb

20

17

4,5

81

10

0%

4,5

81

15

Qu

an

zho

uA

nxi

Wa

nd

aP

laza

Qu

an

zho

uA

nxi

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Qu

an

zho

uA

nxi

Co

un

tyC

om

me

rcia

l,

Re

sid

en

tia

l

Co

mm

erc

ial:

5Ju

n2

05

4;

Re

sid

en

tia

l:

5Ju

n2

08

4

55

,64

0.5

35

5,6

40

.53

27

5,4

90

.88

Jan

20

15

Jun

20

18

13

21

00

%1

32


— IV-59 —

GR

OU

PV

I-

PR

OP

ER

TIE

SH

EL

DB

YT

HE

GR

OU

PF

OR

FU

TU

RE

DE

VE

LO

PM

EN

TIN

TH

EP

RC

(co

n’t

)

Va

lua

tio

nS

um

ma

rya

sa

t3

0S

ep

tem

be

r2

01

4(c

on

’t)

No

.P

rop

ert

yN

am

eH

old

ing

En

tity

Cit

yD

istr

ict

La

nd

Us

e

Ex

pir

yD

ate

of

La

nd

Us

eTe

rm

Sit

eA

rea

(Ac

co

rdin

g

toG

ran

t

Co

ntr

ac

t

of

La

nd

Us

e

Rig

hts

)

Sit

eA

rea

(Ac

co

rdin

gto

Sta

te-o

wn

ed

La

nd

Us

e

Rig

hts

Ce

rtif

ica

te)

Pla

nn

ed

GF

A

Ye

ar

of

Co

mm

en

ce

me

nt

of

Co

ns

tru

cti

on

Sc

he

du

led

Ye

ar

of

Co

mp

leti

on

of

Co

ns

tru

cti

on

Ma

rke

tV

alu

e

inE

xis

tin

g

Sta

tea

sa

t

Va

lua

tio

n

Da

te

Inte

res

t

Att

rib

uta

ble

toth

eG

rou

p

Ma

rke

tV

alu

e

inE

xis

tin

g

Sta

te

Att

rib

uta

ble

toth

eG

rou

p

as

at

Va

lua

tio

n

Da

te

(sq

.m

.)(s

q.

m.)

(sq

.m

.)(R

MB

Mill

ion

)(%

)(R

MB

Mill

ion

)

16

Not

e

(3)

Xis

hu

an

gb

an

na

Inte

rna

tio

na

l

Re

sort

Xis

hu

an

gb

an

na

Inte

rna

tio

na

lR

eso

rt

De

velo

pm

en

tC

o.,

Ltd

.

Jin

gh

on

gJi

ng

ho

ng

Ind

ust

ria

lP

ark

Re

sid

en

tia

l,

En

tert

ain

me

nt,

Ed

uca

tio

n,

Co

mm

erc

ial,

Pu

blic

Fa

cilit

ies,

Ind

ust

ria

l

Co

mm

erc

ial:

12

Oct

20

51

;

Re

sid

en

tia

l:

8M

ay

20

83

1,6

28

,96

9.5

71

,43

2,2

41

.44

3,2

19

,85

5.7

6O

ct2

01

4Ju

l2

02

21

,41

98

0%

1,1

35

17

Da

nd

on

gW

an

da

Pla

za

Da

nd

on

gW

an

da

Pla

zaC

o.,

Ltd

.

Da

nd

on

gZ

he

nxi

ng

Dis

tric

t

Re

sid

en

tia

l,

Co

mm

erc

ial

&

Off

ice

Co

mm

erc

ial:

15

Jun

20

52

Re

sid

en

tia

l:

15

Jun

20

82

97

,24

5.0

09

4,1

98

.92

37

3,9

50

.00

Oct

20

14

Se

p2

01

74

48

10

0%

44

8

18

Sh

ao

xin

g

Sh

an

gyu

Wa

nd

a

Pla

za

Sh

ao

xin

gS

ha

ng

yu

Wa

nd

aP

laza

Inve

stm

en

tC

o.,

Ltd

.

Sh

ao

xin

gS

ha

ng

yu

Dis

tric

t

Co

mm

erc

ial,

Co

mm

erc

ial

&

Off

ice

,

Re

sid

en

tia

l

Co

mm

erc

ial:

23

Jun

e2

05

4

Re

sid

en

tia

l:

23

Jun

e2

08

4

14

0,8

15

.60

14

0,8

15

.60

60

1,6

31

.35

No

v2

01

4S

ep

20

17

50

21

00

%5

02

19

Na

nch

an

gW

an

da

Cit

y

Na

nch

an

gW

an

da

Cit

yIn

vest

me

nt

Co

.,L

td.

Na

nch

an

gH

on

gg

uta

n

Ne

wD

istr

ict

Co

mm

erc

ial,

Re

sid

en

tia

l,

Ho

tel,

En

tert

ain

me

nt

Co

mm

erc

ial:

5A

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— IV-60 —

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— IV-61 —

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— IV-62 —

DTZ Debenham Tie Leung Limited, the independent market consultant, wascommissioned by the Company to prepare a report on the property and the commercialcomplex market in the PRC for the purpose of incorporation in this prospectus.

The Company has included the DTZ Market Report in this prospectus because theCompany believes such information would facilitate investors to understand the property andthe commercial complex market in the PRC where the Company’s business operations andmost properties are currently located. The Company has made a total payment of RMB750,000for the services provided by DTZ Debenham Tie Leung Limited.

16th FloorJardine House1 Connaught PlaceCentralHong Kong

10 December, 2014

The DirectorsDalian Wanda Commercial Properties Co., LtdLevels 21 to 25, Block BWanda Building, No. 93 Jianguo RoadChaoyang DistrictBeijing, the PRC

Introduction

DTZ Debenham Tie Leung Limited (“DTZ”) was engaged by Dalian Wanda CommercialProperties Co., Limited (the “Company”) to provide an independent market report (“MarketReport”) of the real estate and economic markets in Beijing, Shanghai, Guangzhou, Nanjing,Chengdu, Fuzhou, Hefei, Ningbo, Xiamen, Xi’an, Changzhou, Yichang, Qingdao and Wuxi.This Market Report is prepared for the purpose of incorporation in the prospectus of theCompany (the “Prospectus”) and the information will form part of the Prospectus for the listingof the Company.

Date of Assignment

The contract engaging DTZ was executed on 30 June, 2014 and the fee agreed wasRMB750,000. This report contains information, estimates and assumptions that reflect marketconditions as of June 2014.

DTZ is one of the world’s largest real estate consulting firm, with 208 offices in 52countries worldwide with over 27,000 employees, providing expert local knowledge.

APPENDIX V MARKET REPORT

— V-1 —

Scope of Services

Our scope of market research comprises the following contents:

• Overview of the PRC Economy

Major Indicators of the PRC Economy and the Retail Industry

• Overview of the Real Estate Market in the PRC

Major Indicators of the Real Estate Market, Impact of Real Estate Policies on theMarket and the Development History of the Real Estate Market in the PRC.

• Analysis of the Large Commercial Complex Market in the PRC

Overview of the Large Commercial Complex Market, Market Position, Market Scaleand Distribution, Market Drivers, Market Competition, Future Supply and Analysis ofthe Shopping Center Market in the PRC

• Overview of Tourism, Cultural Tourism and the Hotel Market

Overview of the Tourism Market, Cultural Tourism Market and the Luxury HotelMarket

• Overview of the Local Economy and the Real Estate Market

Overview of the cities, local economy and the real estate market of Beijing,Shanghai, Guangzhou, Nanjing, Chengdu, Fuzhou, Hefei, Ningbo, Xiamen, Xi’an,Changzhou, Yichang, Qingdao and Wuxi

Statement of Pecuniary Interest

We confirm that DTZ has no pecuniary or other interest in the market that would conflictwith a proper assessment or could reasonably be regarded as being capable of affecting ourability to give an unbiased opinion. The position will be maintained until the purpose requiredto be achieved by this Market Report is completed.

Information Utilized

Our review is based on information developed from research of the markets, certaininformation provided by the Company and DTZ’s knowledge of the industry, which is integralto the outcome of our conclusion and estimation. We have also obtained data and informationfor this Market Report from a wide range of sources. While due care has been undertaken inthe application of the information, DTZ has no responsibility to warrant or represent that suchinformation is accurate or correct. We also have no responsibility to update this Market Reportfor events and circumstances occurring after the date of issuance. The content of this marketreport is objective and is not intended to be in favour of the Company.


— V-2 —

Assumptions

This Market Report is based on current as well as the likely future market conditions asperceived by the markets. The estimation of the future demand and supply for the commercialcomplex market may not materialise, and unanticipated events and circumstances may occur;therefore, actual results may vary from our estimates and the variations may be material. Wedo emphasis that the estimation of the future market conditions and outlook should beregarded as an indicative assessment of possibilities rather than absolute certainties.

The major findings and conclusions are based, in part, on the following criticalassumptions:

• There will be no political or administrative developments that may have significantimpact on the general confidence in China, specifically in Beijing, Shanghai,Guangzhou, Nanjing, Chengdu, Fuzhou, Hefei, Ningbo, Xiamen, Xi’an, Changzhou,Yichang, Qingdao and Wuxi, and adverse effects on the business activities, touristarrivals and domestic travel.

• Support infrastructure such as fresh water, sewage treatment, electricity and gas willbe supplied and generated at a consistent and reliable level to maintain end-usersatisfaction.

• The existing transportation systems to and from, and within, Beijing, Shanghai,Guangzhou, Nanjing, Chengdu, Fuzhou, Hefei, Ningbo, Xiamen, Xi’an, Changzhou,Yichang, Qingdao and Wuxi will be maintained and improved to meet theaccessibility requirements of the cities.

• The economies of the major places of trading, investor and tourist sources for thePRC, specifically Beijing, Shanghai, Guangzhou, Nanjing, Chengdu, Fuzhou, Hefei,Ningbo, Xiamen, Xi’an, Changzhou, Yichang, Qingdao and Wuxi, will not experiencesignificant and sustained recession in the near future.

Yours faithfully,for and on behalf of

DTZ Debenham Tie Leung LimitedAndrew K.F. Chan

Registered Professional Surveyor (General Practice)Registered China Real Estate Appraiser

MSc., M.H.K.I.S.Senior Director

Note:

Andrew K. F. Chan was elected a professional member of The Hong Kong Institute of Surveyors in 1992. Mr. Chan isa Registered Professional Surveyor (General Practice) with over 27 years’ experience in various fields of the propertyindustry in the PRC and Europe. He has been providing advice relating to property valuation, developmentconsultancy and land administration matters in the PRC and Europe and has participated in assignments in relationto property market research.


— V-3 —

1. Overview of the PRC Economy

1.1 Major Economic Indicators

Overview

Despite the impact of the volatile global economic environment on the PRC economy,China’s GDP maintained high-level growth in the past few years to RMB56,884.52 billion in2013 from RMB26,581.03 billion in 2007, representing a CAGR of 13.5%, thanks to theimpetus of various macro-economic policy adjustment and control measures. According to theNational Bureau of Statistics of China, China overtook Japan to become the world’s secondlargest economy in terms of nominal GDP in the second quarter of 2010.

Guided and driven by the macro-economic policies of the government, fixed assetinvestment maintained steady growth. China’s total fixed asset investment reachedRMB44,707.4 billion in 2013. China’s per capita disposable income of urban residents grewsignificantly to RMB26,955 at the end of 2013 from RMB13,786 in 2007. Strong growth ofdisposable income indicates the increasing willingness to spend and the significant increasein purchasing power of urban residents.

Table 1.1 Major economic indicators in the PRC

2007 2008 2009 2010 2011 2012 2013CAGR

(2007-2013)

GDP (RMB billion) . . . 26,581.0 31,404.5 34,090.3 40,151.3 47,310.4 51,947.0 56,884.5 13.5%

Total fixed assetinvestment(RMB billion) . . . . . . 13,732.4 17,282.8 22,459.9 25,168.4 31,148.5 37,469.5 44,707.4 21.7%

Foreign directinvestment(US$ billion) . . . . . . . 74.8 92.4 90.0 105.7 116.0 111.7 117.6 7.8%

Per capita disposableincome of urbanresidents (RMB) . . . . 13,785.8 15,780.8 17,174.7 19,109.4 21,809.8 24,564.7 26,955.1 11.8%

Source: National Bureau of Statistics of China

1.2 Economic Indicators of Retail Industry

Overview

According to the Outline for the Twelfth Five-Year Plan for National Economic and SocialDevelopment (國民經濟和社會發展第十二個五年規劃綱要) issued by the PRC government,boosting domestic demand will become a long-term strategic goal of the PRC government. Itwill shift its economic growth model from heavily relying on investment and export to focusingon domestic consumption, which is set to become the strongest driver for the PRC economicgrowth.


— V-4 —

Table 1.2 Major economic indicators of the PRC retail industry

2007 2008 2009 2010 2011 2012 2013CAGR

(2007-2013)

Total retail sales ofconsumer goods(RMB billion) . . . . . . 9,357.2 11,483.0 13,267.8 15,699.8 18,391.9 21,030.7 23,781.0 16.8%

Per capita consumerspending of urbanhouseholds (RMB) . . . 9,997.5 11,242.9 12,264.6 13,471.5 15,160.9 16,674.3 18,022.6 10.3%

Per capita consumercash spending ofrural households(RMB) . . . . . . . . . . . 2,767.1 3,159.4 3,504.8 3,859.3 4,733.4 5,414.5 6,112.9 14.1%


Sustained high-speed economic growth of China has created a favourable environmentand condition for the development of consumer goods market. Total retail sales of consumergoods increased to RMB23,781 billion in 2013 from RMB9,357.2 billion in 2007. According tothe Twelfth Five-Year Development Plan for Domestic Trade (國內貿易發展“十二五”規劃), totalretail sales of consumer goods in the PRC are expected to reach RMB30 trillion by 2015. Thesize of consumption in the PRC is expected to further expand, of which the consumption ofservices will account for a larger proportion, with total retail sales of consumer goodsexceeding RMB50 trillion by 2020. The driving role of consumption in the national economy willbe further enhanced.

Per capita consumer cash spending of urban households in the PRC grew from RMB9,998in 2007 to RMB18,023 in 2013, which was mainly attributable to the change in the perceptionof consumption and the steady increase in income of urban residents. When compared with theaverage consumer spending of rural households, consumption of urban population remainedas the dominant driver and source for the growth of domestic consumption.


— V-5 —

Chart 1.1 Per capita disposal income and per capita spending of urban residentsin the PRC

0

5,000

10,000

15,000

20,000

25,000

30,000

Per capita disposal income of urban residents (RMB)

Per capita spending of urban households (RMB)

2007 2008 2009 2010 2011 2012 2013


1.3 Historical price trend of construction materials and labor costs

Raw Material

The Purchasing Price Index of Raw Material, Fuel and Power (“PPIRM”) is a commonweather vane to predict construction costs which is especially important for real estatedevelopers. According to a report conducted by National Bureau of Statistics of the PRC, theconstruction raw material of PPIRM fluctuated during 2008 to 2013. The peak occurred in 2008with an index of 109.5, followed by 2011 with an index of 108.4. However, the price of rawmaterial for construction dropped dramatically in 2012 to an index of 99.7. In 2013 it continuedto decrease to an index of 98.7. In general, the price of the raw material fluctuates year on yearowing to economic, political and social changes. The table below sets out the purchasing priceindex of raw material, fuel and power on construction materials over the periods indicated:

Raw Material 2008 2009 2010 2011 2012 2013

Purchasing Price Index of Raw Material, Fueland Power (PPIRM) — Construction Material. 109.5 101.1 103.8 108.4 99.7 98.7



— V-6 —

Steel Prices

The PRC steel prices fluctuated during 2008 to 2013. The steel product price index rosefrom an index of 3,690 in 2008 to the peak of 4,760 in 2010. Then, it began to drop and reached3,600 by the end of 2013. The table below sets out the steel product price index over theperiods indicated:

Steel 2008 2009 2010 2011 2012 2013

Steel Product Price Index . . . . . . . . . . . . . 3,690 3,910 4,760 4,480 3,800 3,600

Source: Standard Commodity Trade Centre (西本新幹線電子商務有限公司)

Cement Prices

The PRC cement prices fluctuated during 2008 to 2013. The China Producer Price Index— Manufacture of Cement declined from an index of 111 in 2008 to reach in index of 94.7 in2013. The table below sets out the China Producer Price Index — Manufacture of Cement overthe periods indicated:

2008 2009 2010 2011 2012 2013

The China Producer PriceIndex—Manufacture of Cement . . . . . . . . . . 111.0 95.3 112.2 112.3 92.2 94.7

Source: Bloomberg

Labor Costs

DTZ adopts the average annual wage level for employed worker in construction andproperty industries in urban area to reflect the labor costs in PRC.

Average annual wage level for worker in construction and property industries

2008 2009 2010 2011 2012 2013

The average annual wage level for worker inurban area in property industry(RMB) . . . . . 30,118 32,242 35,870 42,837 46,764 51,048

The average annual wage level for worker inurban area in construction industry (RMB) . . 21,223 24,161 27,529 32,103 36,483 42,072


2. Overview of the Real Estate Market in the PRC

2.1 Major Indicators of the Real Estate Market in the PRC

By leveraging the driving force of rapid economic growth, domestic investment andconsumption in the PRC, the real estate market in the PRC realized fast growth. Totalinvestment in property development projects increased from RMB2,528.884 billion in 2007 toRMB8,601.338 billion in 2013. According to the National Bureau of Statistics of China, in 2013,the total area of properties completed in the PRC was 3,461,170,700 square meters; the total


— V-7 —

area of properties under construction was 13,531,271,900 square meters; and the total areaof commodity properties sold was 1,305,505,900 square meters, all of these figures achievedsignificant growth when compared with 2007. During the same period, sales of commodityproperties increased both in volume and value as a result of stronger demand from investorsfor properties. The average selling price of commodity properties increased from RMB3,863.9per square meter in 2007 to RMB5,791.0 per square meter in 2012, while sales of commodityproperties increased from RMB2,988.912 billion in 2007 to RMB8,142.828 billion in 2013,representing an increase of 50% and 172%, respectively.

Table 2.1 Major indicators of the real estate market in the PRC

2007 2008 2009 2010 2011 2012 2013CAGR

(2007-2013)

Total investment inpropertydevelopmentprojects(RMB billion) . . . . . 2,528.9 3,120.3 3,624.2 4,825.9 6,179.7 7,180.4 8,601.3 22.6%Total area ofproperties completed(Million m2)** . . . . . 2,384.3 2,603.1 3,021.2 2,785.6 3,290.7 3,355.0 3,461.2 6.4%Total area ofproperties underconstruction(Million m2) . . . . . . 5,485.4 6,322.6 7,541.9 8,440.6 10,355.2 11,672.4 13,531.3 16.2%Total area ofproperties completedby propertydevelopers（Million m2)** . . . . 606.1 665.4 726.8 787.4 926.2 994.2 1,014.3 9.0%Total area ofproperties underconstruction byproperty developers（Million m2） . . . . . 2,363.2 2,832.7 3,203.7 4,053.6 5,067.8 5,734.2 6,655.7 18.8%

Total area ofcommodityproperties sold(Million m2) . . . . . . 773.5 659.7 947.6 1,047.6 1,093.7 1,113.0 1,305.5 9.1%Sales of commodityproperties(RMB billion) . . . . . 2,988.9 2,506.8 4,435.5 5,272.1 5,858.9 6,445.6 8,142.8 18.2%Average selling priceof commodityproperties(RMB/m2). . . . . . . . 3,863.9 3,800.0 4,681.0 5,032.0 5,357.1 5,791.0 — 8.4%*

Area of commercialproperties sold(Million m2) . . . . . . 46.4 42.1 53.3 69.9 78.7 77.6 — 10.5%*


* CAGR calculated between 2007 and 2012

** “Total area of properties completed” includes infrastructure, public facilities and properties constructed bygovernment for public uses whereas “total area of properties completed by property developers” includes propertybuild solely for trading purpose.


— V-8 —

2.3 Impact of Policies in the Real Estate Industry on the Commercial Property Market

In recent years, the PRC government introduced a series of adjustment and controlpolices on the domestic property market, in particular the residential property market in thePRC. As a result, property purchases for investment and speculative purposes had beeneffectively curtailed, and the property market is gradually stabilizing. As the property marketshowed a downward trend, there have been new changes in government polices to control theproperty market. Following the introduction of the concepts of “differentiated control” over theproperty market by cities and by locations, suppression of speculative and investmentdemand, as well as facilitating the steady and healthy development of the property market bythe central government at the beginning of 2014, many local governments have releasedsignals of relaxing the control over the property market, including relaxation of the policy oflimited purchase in more than ten cities, such as Jinan, Haikou, Hangzhou, Suzhou, Xuzhouand Wenzhou. According to some incomplete statistics, as of the end of July, 24 cities out ofthe 46 cities that have introduced the limited purchase measure in the PRC have relaxed orabrogated such measure, of which, 10 cities have confirmed such relaxation officially. It isexpected that restrictive policies and control relaxations will co-exist at the same time in thenear future. The government will continue to curtail speculative and investment demand whilemainly guiding and stimulating the demand for first property purchases and properties forself-occupation. On the other hand, as commercial complexes can meet not only localgovernments’ pursuit of GDP growth, but can also enhance city image, increase governmenttaxation revenue and boost local employment, local governments will impose relatively loosecontrol over the development of commercial properties, especially commercial complexes, incontrast with strict controls over the residential property market.

Strict government control over residential property market has resulted in the influx ofproperty developers and investors into the commercial property market, where governmentpolicies are relatively relaxed and investment returns are higher, which in turn has led to thecontinuous growth of investments in commercial property projects. According to theyear-on-year data on cumulative investments in property development projects, theyear-on-year growth of investments in commercial property projects has been higher than thatof investments in residential properties since 2009. Data from the National Bureau of Statisticsof China shows that the cumulative growth rate of investments in commercial property projectshas remained over 20% since 2009. After 2012, the growth of investments in residentialproperty projects has slowed down, and the growth of investments in commercial propertyprojects has been higher than that of investments in residential property projects.


— V-9 —

Chart 2.1 Cumulative growth rate of investments in various segments

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residential property projects (%)

Cumulative growth of investments in

commercial property projects (%)


Despite the significant growth rate of investments for commercial properties in recentyears, the total investment in commercial property projects still accounts for a small share oftotal investment in properties in the real estate industry.

Chart 2.2 Percentage of completed investment amountsin commercial property projects

Residential property Office building Commercial property

2007 2008 2009 2010 2011 2012



— V-10 —

2.4 Development History of the Real Estate Market in the PRC

Since the initial proposal for the establishment of a real estate market in the PRC in 1987,there have been construction, sale and purchase of commodity houses as well as trading andleasing activities of housing inventories continuously, thereby the market for trading andleasing of new commodity houses and housing inventories is gradually formed.

In 1992, a property boom was started in many areas in the PRC, resulting in an increasein the number of property development companies and an upsurge of property developmentand investment. Following the macro austerity measures in the second half of 1993, theGovernment issued numerous documents, namely Notice on Continuous Strengthening ofAusterity Measures for Investment in Fixed Assets, Notice on Strict Control over High-endProperty Developments, and Urban Real Estate Administration Law, to strengthen itsmanagement over the property market.

Since 1998, as a result of the abrogation of physical housing allocation system,construction of houses has been accelerated upon the introduction of numerous concessionpolicies such as reduction and exemption of taxes, which stimulated the secondary housingmarket. Meanwhile, development of the commodity housing market was directly stimulatedwith steady increase in both price and trading volume of houses, the real estate market andthe real estate industry of the PRC entered into a period of stable growth.

The property market has remained overheated as a result of the rapid increase in propertyinvestment after 2003. Various policies and measures for controlling the property market havebeen frequently introduced by the Government with a view to stabilize the market. Rapidgrowth momentum was seen in the PRC property market following the global financial crisis in2008, the Government promulgated macro austerity measures, such as the Eleven Measuresof the State Council, Ten Measures of the State Council, and Five New Measures of the StateCouncil, to cool down the property market, while adopting initiatives for reinforcing theestablishment of the housing security system and adopting strict and tight policies on thesupply of construction land, to safeguard the healthy development of the property market.

3. Analysis of Large Commercial Complex Market in the PRC

3.1 Overview

With expansion of city size, concentration of population in urban areas and fast growth ofincome of residents in the PRC, commercial needs of consumers become increasinglystronger. Furthermore, building diversified commercial complexes has become an importantway for local governments to improve residential environment and urban living standards.

DTZ defines a “large commercial complex” as a property development project with a totalgross floor area of over 300,000 square meters, including a self-possession retail componentand two or more additional functions such as office, residential, hotel and exhibitions, in whichthe property developer holds more than 50% of its total gross floor area.


— V-11 —

3.2 Market Position

The business of Wanda Commercial Properties commenced from 1988 in Dalian. TheCompany is one of the first property developers established in the PRC and is also one of thefirst property companies participating in urban renewal projects. Upon incorporation of acompany in Guangzhou in 1993, Wanda Commercial Properties began to develop propertyprojects across China and was among the first property developers realizing cross-regiondevelopment. According to the Comprehensive Rankings of PRC Property Developers inCommercial Properties (中國房地產開發企業商業地產綜合排名) issued by China Real EstateAssociation (中國房地產業協會) in 2014, Wanda Commercial Properties is the No.1 commercialproperty developer in the PRC.

Table 3.1 2014 The comprehensive rankings of PRC property developers incommercial properties

Ranking Name of Enterprise

1 . . . . . . . . Wanda Commercial Properties

2 . . . . . . . . Powerlong Real Estate

3 . . . . . . . . Excellence Group

4 . . . . . . . . R&F Properties

5 . . . . . . . . AUX Inc.

6 . . . . . . . . Wuzhou International

7 . . . . . . . . Pengxin Group

8 . . . . . . . . Dasin Real Estate

9 . . . . . . . . Hillsun Real Estate

10 . . . . . . . Aoyuan Real Estate

Source: China Real Estate Association

Data as of March 26th 2014

As the sole business platform for commercial property investment and operation underWanda Group, Wanda Commercial Properties commenced developing commercial propertiesin 2000 and was a pioneer in developing commercial properties in the PRC. After adopting thebusiness models of single commercial building and mixed-use commercial complex, WandaCommercial Properties introduced its large-scale, mixed-use integrated complex productsaround 2005 and became one of the first property developers engaged in integratedcommercial complex development in the PRC. As the commercial property market in the PRCcontinued to develop and improve, Wanda Commercial Properties, being one of the earliestpromoters and practitioners of experiential consumption, proposed a plan focusing on thedevelopment of experiential consumption around 2011. As of June 30, 2014, WandaCommercial Properties owned 89 completed shopping centers, and were almost reached fulloccupancy in the early stage of opening. The Company held investment properties with anarea of approximately 14.73 million square meters across China. Revenue from propertyrentals and management fees reached RMB8.48 billion and an annual customer traffic of 1.23billion was recorded in 2013, making it the largest commercial property developer, operatorand owner in the PRC.


— V-12 —

Table 3.2 Comparison between Wanda Commercial Properties and leading propertydevelopers in the PRC (including Hong Kong) in terms of area of investment

properties

Ranking Name of EnterpriseArea of investment properties held

(ten thousand m2)

1 . . . . . Wanda Commercial Properties* 1,473

2 . . . . . Sun Hung Kai Properties 375

3 . . . . . Greenland Group 300

4 . . . . . New World China Land 246

5 . . . . . China Resources Land 229

6 . . . . . The Wharf (Holdings) 214

7 . . . . . Hang Lung Properties 206

8 . . . . . SZITIC Commercial Property 200

9 . . . . . Powerlong Real Estate 179

10. . . . . Evergrande 167

Source: DTZ* Data as of June 30, 2014

Meanwhile, Wanda Commercial Properties is also among the property developers withthe highest sales revenue in the PRC. In 2013, it ranked the third highest among PRC propertydevelopers in terms of contracted sales.

Table 3.3 Ranking of property developers in the PRCin terms of contracted sales for 2013

Ranking Name of Enterprise Sales (RMB100 million)

1 . . . . . Vanke 1,776

2 . . . . . Greenland Group 1,625

3 . . . . . Wanda Commercial Properties 1,263

4 . . . . . Poly Real Estate 1,251

5 . . . . . China Overseas Property 1,103

Source: DTZ, China Index Academy

In terms of sales area, Wanda Commercial Properties, which has achieved sales area of6.29 million square meters in 2013, is not listed in the top 5.

Table 3.4 Ranking of property developers in the PRC in terms of sales area in 2013

Name Enterprise Sales area (million square meters)

1 . . . . . Greenland Group 16.6

2 . . . . . Country Garden 15.9

3 . . . . . Vanke 14.9

4 . . . . . Evergrande 14.9

5 . . . . . Poly Real Estate 10.6

Sources: DTZ, Annual Reports of Developers and Greenland Group Operation Disclosure


— V-13 —

Apart from Wanda Commercial Properties, all property developers listed abovementioned in these two rankings focus on residential property development. Most directcompetitors of the Company which specialized in commercial property operation anddevelopment are not at the same level with the Company in terms of size, sales area andrevenue. Therefore, only top ranked property developers in the industry with a sales revenuelevel similar to that of the Company are reliable comparables.

According to the information provided by Wanda Commercial Properties, the salesrevenue of residential property constitutes 40.6% of the total sales revenue of the Companyin 2013, which was approximately RMB30,457 million whereas the sales area of residentialproperty represented 54.4% of the total sales area of Wanda Commercial Properties which was3.4 million square meters.

Breakdown of sales revenue of Wanda Commercial Propertiesbased on types of properties in 2013

40.6%

19.6%

8.9%

27.3%

3.6%

Residential

Office

SOHO

Retail

Car park and others

Breakdown of sales area of Wanda Commercial Propertiesbased on types of properties in 2013

54.4%

20.8%

13.6%

11.2%

Residential

Office

SOHO

Retail

Both sales revenue and sales area derived from sales of residential properties arerelatively small in Wanda Commercial Properties comparing with these property developersspecialise in residential property development.


— V-14 —

In terms of operational area, Wanda Commercial Properties is the largest retail operatorin China.

Table 3.5 2013 Rankings of Chinese retail operators in terms of operational area

Ranking Name of Enterprise Operational area (ten thousand m2)


2 . . . . . Shanghai Friendship 600

3 . . . . . Dashang Group 400

4 . . . . . Shangdong Yinzuo 260

5 . . . . . Beijing Hualian Group 225

6 . . . . . Yintai Department Store 212

7 . . . . . Rainbow Department Store 195

8 . . . . . Chongqing Department Store 174

9 . . . . . New World Department Store (China) 165

10. . . . . Parkson Retail Group 160

Source: DTZ, Annual Reports of OperatorsData as of June 30, 2014

From a global perspective, Wanda Commercial Properties is the world’s second largestcommercial property owner and operator in terms of area of properties held.

Table 3.6 Ranking of global commercial property developersin terms of area of investment properties held

Ranking Name of Enterprise Area of investment properties held (ten thousand m2)

1 . . . . . Simon Property Group* 2,248


3 . . . . . GGP 1,161

4 . . . . . Kimco Realty Corporation** 1,124

5 . . . . . Westfield Group 843

Source: DTZ* Data as of March 31, 2014

** Data as of June 30, 2014

Table 3.7 2013 Rankings of global retail operators in terms of operational area

Ranking Name of Enterprise Operational area (ten thousand m2)

1 . . . . . Sears Holdings 2,170


3 . . . . . Macy’s 1,395

4 . . . . . J.C. Penney 1,027

5 . . . . . Kohl’s 777

Source: DTZ, Annual Reports of OperatorsData as of June 30, 2014


— V-15 —

3.3 Market Size and Distribution

According to a survey conducted by DTZ on the large commercial complex markets in 19key first- and second-tier cities1 in the PRC, as at the end of June 2014, there wereapproximately 183 operating large commercial complex projects with a total area ofapproximately 115.54 million square meters in these 19 cities. The area of completedcommercial complex developed by Wanda Commercial Properties is 14.7 million squaremeters, which accounts for approximately 12.7% of the total market share.

Inventories of medium and large commercial complexes of Wanda Commercial Propertieshave exceeded 75% of the total inventories in second-tier cities, while inventories of largecommercial complexes in first-tier cities such as Beijing, Shanghai, Guangzhou and Shenzhenaccount for approximately 25% only. In terms of geographical distribution, approximately onequarter of the existing large commercial complexes are concentrated in east China regions,including Shanghai, Nanjing and Hefei.

Chart 3.1 Distribution of large commercial complex projects in first-tier andsecond-tier cities

First-tier cities

Second-tier cities

18%

18%

10%6%

25%

22%

2%Northeast

China

North

China

Central

ChinaSouth

China

East

China

Northwest

China

Southwest

China

Source: DTZ

Based on our observation, most of the third-tier cities are different from first- andsecond-tier cities to a certain extent in terms of current economic strength, demographicprofile and economic development focuses. Therefore their business models are relativelybackward and are still dominated by traditional department stores. Despite the favourablepolicies of local governments encouraging the development of commercial complexes,commercial complexes in third-tier cities are mostly residential and office properties for saleand the number of true commercial complexes is still quite limited due to the restraints ofeconomic and market environment. As competition in the commercial property markets in first-and second-tier cities intensifies, third-tier cities2 will become the major target of marketexpansion of large commercial complexes in the future.

1 DTZ defines Beijing, Shanghai, Shenzhen and Guangzhou as first-tier cities, whereas other municipalities,capital cities of provinces, cities of sub-provincial level and regional centers with relatively developedeconomies, and planned individual cities with developed economies are defined as second-tier cities.

2 DTZ defines third-tier cities as capital cities of provinces with relatively developed economies,economically-developed prefecture-level cities and other cities with strong economies.


— V-16 —

3.4 Growth Drivers for Commercial Complexes

Urbanization progress and population growth

With the acceleration of industrialization progress since the reform and opening-up of thePRC, China’s urbanization has undergone a rapid development process from a low initial level.According to data derived from the sixth national census conducted in 2010, the number ofcities in the PRC increased by almost 350% from 193 in 1978 to 658 in 2010.

Table 3.8 Changes in the number of cities and size of urban population in the PRC

Cities 1978 2010

Cities with population of more than 10 million . . . . . . . . . . . . . . . . . . . . 0 6

Cities with population of 5 million to 10 million . . . . . . . . . . . . . . . . . . . 2 10

Cities with population of 3 million to 5 million . . . . . . . . . . . . . . . . . . . . 2 21

Cities with population of 1 million to 3 million . . . . . . . . . . . . . . . . . . . . 25 103

Cities with population of 500,000 to 1 million. . . . . . . . . . . . . . . . . . . . . 35 138

Cities with population of less than 500,000 . . . . . . . . . . . . . . . . . . . . . . 129 380

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193 658

Source: The sixth national census in 2010

Meanwhile, PRC cities have accelerated expansion in size. By 2012, the built-up area andarea of urban land for development reached 45,566 km2 and 45,751 km2, respectively,representing increases of approximately 28% and 26% from 2007, respectively.

Chart 3.2 Built-up area and area of land for development in PRC cities

20,000.00

25,000.00

30,000.00

35,000.00

40,000.00

45,000.00

50,000.00

Built-up area (km2) Area of urban land for development (km2)

2007 2008 2009 2010 2011 2012



— V-17 —

In the past 10 years, the urbanization rate of the PRC had been increasing at a rateranging from 1% to 1.5% on an annual basis, reaching 52.57% in 2012. Each 1% increase inurbanization rate means the influx of approximately 13 million population into cities, which nodoubt will generate huge demand for residential properties and consumption. According to theNational Plan on New Urbanization (2014-2020) (國家新型城鎮化規劃(2014-2020年))promulgated by the State Council of the PRC, the level and quality of urbanization in the PRCwill keep steady growth in the near future and the urbanization rate of the PRC will reach 60%by 2020.

Chart 3.3 Total urban population and urbanization rate in the PRC

42%

44%

46%

48%

50%

52%

54%

54,000

56,000

58,000

60,000

62,000

64,000

66,000

68,000

70,000

72,000

Total urban population (ten thousand) Urbanization rate

2007 2008 2009 2010 2011 2012


Notwithstanding the obvious accelerated urbanization progress, China’s urbanization stillremains at a low level compared to developed countries and other major countries in Asia. Withsteady economic growth in the PRC, further increase in the urbanization rate has become along-term trend for the future development of the PRC.

Chart 3.4 Comparison of urbanization rates of major countries in 2013

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Japan Australia Korea,

Rep.

United

Kingdom

United

States

Malaysia China

Source: World Bank


— V-18 —

The development of the real estate industry in the PRC will still be driven by the mobilityof population brought by urbanization, and commercial properties will be the driving forceduring such process. Commercial properties, in particular commercial complexes, will becomea pivotal factor in stimulating consumption and driving investments.

Upgrade of consumption structure

As a country with a population of more than 1.3 billion and maintaining continuous andsteady growith in its economy, China has a large-scale consumer market with great potentialfor development. As indicated in the research report released by the Boston Consulting Group,the total consumption amount in the market of China in 2011 has accounted for more than 5%of the gross amount in the world, ranking only behind the markets of developed nationsincluding USA, Japan, Germany and the United Kingdom. This percentage will increase to 14%by 2015 under the positive impact of immense growth potential of the PRC market. By then,China will become the world’s second largest consumer market, ranking only behind USA.However, in terms of per capita commercial area, China has a per capita commercial area ofapproximately 1.2 square meters at the moment, which is still at a low level when comparedwith developed nations like USA, and is inconsistent with its status as a country with highconsumption power.

Chart 3.5 Comparison of per capita commercial area between the PRC and USA(square meters)

4.7

1.2

0

1

2

3

4

5

USA (2010) PRC (2012)

Sources: DTZ and Urbis

The rapid growth of the PRC market was mainly attributed to the beneficial effects ofcontinuous wealth accumulation by the Chinese consumers and their enhanced willingness forconsumption as a consequence. During the past six years from 2007 to 2012, the CAGR of percapita disposable income of urban residents in the PRC reached 15.5%. Rapid increase inChinese residents’ income enabled upgrading of their consumption vigorously, with asignificant increase in certain categories of consumption expenditures, such as transportation,communication, culture, education and entertainment.


— V-19 —

In the current consumption of urban residents in China, consumptions on food, clothings,household durable goods and other commodities still account for a large proportion, whileconsumptions on housing, transportation, communication, culture, education andentertainment, medical care and other services only account for 37%, which is similar to thatof USA in mid-1980s. Percentage of consumption on services by American residents increasedto approximately 46% after nearly 30 years’ development. We anticipate that, in the nextdecade, the percentage of consumption on culture, education, entertainment and otherservices by residents in China will increase substantially, under the double impacts ofincreasing income and upgrading of consumption. In the course of upgrading consumptionpattern by Chinese residents, greater developing opportunities will be available to thosecommercial complexes which offer consumers not only with one-stop shopping andrecreational functions, but also focus on consumers’ shopping experience as well as theirentertainment needs.

Table 3.9 Comparison of consumption patterns between the PRC and USA

USA 1982 1983 1984 1985 2012

Percentage of expenditure on housing,medical care, transportation andcommunication, culture, education andentertainment services . . . . . . . . . . . 38.4% 38.4% 38.5% 38.8% 45.9%

PRC 2009 2010 2011 2012

Percentage of expenditure on housing, medicalcare, transportation and communication, culture,education and entertainment services . . . . . . . 35.7% 36.7% 35.7% 35.8%

Sources: Bureau of Economic Analysis of USA, National Bureau of Statistics of China and DTZ

3.5 Market Competition

Commercial complexes appear at early times in the first and second-tier cities in Chinaand its development is relatively mature at present. As urban areas gradually expanded intothe suburbs, more and more people choose to reside in suburbs instead of urban areas, itbecomes a trend that a number of commercial complexes expand to suburbs from urban areas,with an increasing scale. With the development of the real estate market and economicmarkets in PRC cities as well as the continuously rising land prices, a significant number ofthird-tier and fourth-tier cities have become competitive markets where real estate enterprisescompete to develop commercial property projects.

Currently, more active real estate developers in the PRC commercial property market aremainly classified into two categoriess: one category consists of foreign developers withabundant development and operating experience, such as CapitaLand, Hang Lung Propertiesand Swire Properties. These overseas developers are not urgent to expand their marketshares and their main characteristic is to maintain steady development in the first- andsecond-tier cities. The other category is domestic property developers with abundant financialresources, their development projects are widely distributed across the country. For most ofthe domestic property developers, such as Longfor Properties, Vanke and Poly Real Estate,


— V-20 —

residential properties are their major line of products and commercial complex is their mainfocus when expanding into the commercial property segment. For some other developers suchas CR Land, COFCO Land, Yintai Land, they have more mature product lines of commercialproperties and own a certain number of commercial complex projects.

Currently, competition in the development of medium and large commercial complexes inPRC cities has become more and more intensive. Overseas commercial property developershave sophisticated management and operating experience, while major domestic commercialproperty developers have relatively mature product lines. In addition, some newly entereddevelopers of commercial properties also attract a lot of attention by virtue of theiraccumulated branding effect and good reputation in the residential property developmentsector. As commercial complexes in first- and second-tier cities are approaching saturation,market competition are becoming more and more intensive and investment cost has beenincreasing year by year, an increasing number of developers and retailers intend to expandtheir business to third-tier cities.

3.6 Future Supply of Large Commercial Complex

According to the statistics of DTZ, from 2014 to 2016, a supply of approximately 118.40million square meters of commercial complex will be injected into the market of first- andsecond-tier cities, of which three quarters of the supply will come from the second-tier cities.This shows that the urban consumption demand and purchasing power in second-tier cities areincreasing rapidly, enabling them to become the main target markets of large commercialcomplexes.

According to our analysis on survey and research, the future supply of large commercialcomplexes in third-tier cities will increase when compared with the past few years, but the totalsupply remain at a low level. Along with the accelerated urbanization process in China as wellas the rapid growth in the income level of residents, the demand for commercial complexdevelopments in these cities will continue to increase in the near future.

3.7 Market Analysis of Shopping Centres

Overall Current Conditions of the Shopping Centre Market

When compared with developed countries, such as USA and Japan, the developmenthistory of shopping centres in the PRC is relatively short. There were no shopping centres inthe PRC before 1980s. Until mid to late 1980s, exploration on shopping centres began in somelarge cities, such as Beijing and Shanghai, and shopping centres started to develop. However,shopping centres in USA have a long history and developed at a fast pace during the past fewdecades, its per capita shopping centre area also experienced a rapid growth trend.


— V-21 —

Chart 3.6 Growth trend in per capita shopping centre area and per capitaconsumption expenditure in USA

0

0.5

1

1.5

2

2.5

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

Personal consumption

expenditure (US$)

Per capita shopping centre area

(square meters)

1970 1975 1980 1985 1990 1995 2000 2005 2010 2013

Sources: ICSC (International Council of Shopping Centers), Bureau of Economic Analysis of USA

The development concept of shopping centres in the PRC, and its characteristics, suchas self-positioning, scale, mix of functions, and degree of specialisation, have been constantlychanging along with economic development. According to these characteristics, thedevelopment history of shopping centres in the PRC can be divided into four stages, thecharacteristics of each stage set out in the following table:

Table 3.10 Development stages of shopping centres in the PRC

Prototype stage Formation stage Development stage Mature stage

Period of time . . . . . . 1980s 1990s 2000 to now next decade

Stage characteristics . Spontaneousexploration

Active attempt Overall development Rational return

Driving power . . . . . . Competitionpressure

Opportunities inemerging market

Attraction of highreturns

Market competition

Main developers . . . . . Upgrading oftraditionaldepartment stores

Large state-ownedenterprises, foreignenterprises

Large state-ownedenterprises, foreigninvestmentinstitutions, localsmall developers

Large enterprisesand foreigninvestmentinstitutions with hugecapital and strongprofessionalcapabilities


— V-22 —

Prototype stage Formation stage Development stage Mature stage

Development model . . Upgraded traditionaldepartment stores,increased theproportion ofcatering andentertainment,differentiated fromstandard shoppingcentres

Firmly followed thedevelopment modelfor shopping centresin developedcountries, focusingon holdingproperties, andrealized investmentreturn throughreceiving rent andvalue appreciation ofproperties

Divergence startedand speculationemerged partly toinherit thedevelopment conceptof formation stage torealize Chinesecharacteristics, andpartly begunspeculation

Surplus appears inpart of the market,developments ofshopping centresreturn to rationalposition after marketadjustment

Resultingcharacteristics . . . . . .

No iconic projectswith significantinfluence

A series of projectswith “shoppingcentres model” effectoccurred

Differentiatedoperating conditionsof shopping centresin the PRC

—

According to the statistics of the International Council of Shopping Centers (ICSC), theper capita shopping area of the PRC in 2010 is approximately 0.46 square meters, only aboutone fifth of that in USA, leaving wide space for future development.

Chart 3.7 Comparison of per capita shopping centre area between the PRC and USA(square meters)

2.2

0.46

0

0.5

1

1.5

2

2.5

USA (2013) PRC (2010)

Source: International Council of Shopping Centers (ICSC)

As analysed based on existing information, the proportion of the per capita shoppingcentre area of USA in its per capita commercial area is nearly 50%, but such proportion is only38% in the PRC. When compared with USA, the proportion of shopping centres in thecommercial segment of the PRC is particularly low, with the continuing development andmaturing of the commercial market in future, there will be more room for such proportion toincrease.


— V-23 —

Chart 3.8 The proportion of per capita shopping centre area to commercial area in thePRC and USA

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

5.0

USA

Per capita commercial area

China

Per capita shopping center area

Sources: DTZ, ICSC, Urbis

Currently, the shopping centres are penetrating from the first-tier developed citiestowards the second-tier and third-tier cities, and municipal shopping centres has been themain stream of the current development of domestic shopping centres. The operating modelof shopping centres has shifted from a large and comprehensive model to a thematic andrefined model. With regard to the trade mix, its development trend is towards diversification,thematic and leisure style. Most shopping centres in mature business districts of the first-tierand second-tier cities are operated with themes of young fashion or as high-end boutiqueprojects, while the themes of shopping centre projects in emerging business districts orsuburbs of cities are mainly on lifestyle services and family entertainment.

Current conditions of the shopping centre market in cities of various levels

In the recent decade, the development of shopping centres experienced fast growth infirst-tier and second-tier cities. Due to intense competition and increasing investment cost infirst-tier and second-tier cities’ shopping centre markets, an increasing number of developersswitch their focus of project expansion to third-tier and fourth-tier cities. The operatingconditions of shopping centres in each level of cities are differentiated with variouscircumstances.

• First-tier and Second-tier Cities

In general, the stage of economic development in first-tier cities are in the advancedposition, their retail markets are relatively mature, shopping centres therein were developedearlier, and their current per capita shopping centre floor area are relatively large; while thedevelopment of shopping centres in second-tier cities started later, but speeded up in recentyears, in some of these cities, the number of newly-opened shopping centres in the past twoyears exceeds the number in first-tier cities, and GFA for standalone projects is relativelylarge.


— V-24 —

With regard to the trade mix and positioning, most shopping centres in mature businessdistricts in first-tier and second-tier cities are operated with the theme of young fashion or ashigh-end boutique projects, of which, the positioning of shopping centres in first-tier cities ishigher than that in second-tier cities. Most of the shopping centre projects in first-tier cities arefor lease only, which helps to keep the quality of the projects; while in the second-tier cities,many shopping centre projects are sold to external customers, and then managed underunified shopping centre management.

Retail industry is dynamic and needs to grasp and keep up with the market developmenttrend. In general, the shopping centres in the first-tier and second-tier cities developedrelatively early and therefore a certain volume of shopping centres exists in these cities. Withmore mature operation management of modern shopping centres and enthusiasm forexperiential consumption, the consumption attracted by shopping centres also develops fromtraditional shopping consumption, such as clothing, to experiential consumption. Premiumshopping centres with advantageous geographical location, reasonable planning and designand diversified business profiles, and abilities to cater for changing demands from customersand tenants, can attract a large number of consumers, and enjoy much advantages incustomer traffic and rent.

• Third-tier and Fourth-tier Cities

As compared with the first-tier and second-tier cities, there are a huge number of third-tierand fourth-tier cities, but their commercial market development level is at a lower maturitylevel. It was not until 2002, shopping centres, as a newly emerged business, began to developin several key third-tier cities. Its development in third-tier cites is weak, and there is still ablank market for shopping centres in the fourth-tier cities.

Currently, the business development level in the third-tier and fourth-tier cities isrelatively backward, traditional residential based business and commercial streets are still themain business model, and there is a lack of shopping centres or “organized retail” facilities.However, under the double driving impact of urbanization and economic development, the totalretail amounts for social consumer goods and the per capita income of urban residents in thethird-tier and fourth-tier cities in the PRC have increased year by year, resulting in a growingtrend in consumption demand. At present, the degree of commercial market development hasnot been able to satisify the requirements of an emerging retail industry arising from upgradedconsumption, which brings opportunities for updating and upgrading the business. Meanwhile,after years of market cultivating, some international and domestic brand owners are moreeager to enter third-tier and fourth-tier cities as market space in the first-tier and second-tiercities becomes saturated. In summary, there will be huge market potential for shopping centresin the third-tier and fourth-tier cities in future.


— V-25 —

The Impact of urban infrastructure construction on the development of shopping centres

The fast development of urban infrastructure supports the construction and operation ofshopping centres, while transportation facilities, especially the development of railwaytransportation, will have a positive impact on the retail industry. In recent years, more andmore large-scale cities have been constructed with improvements in large-scale municipaltransportation networks, and construction of railway transportation has commenced in urbanareas. As of 2012, metro service is available in 19 cities of the PRC, with a total mileage of2,058 kilometres. According to the “Opinions of the State Council on Strengthening UrbanInfrastructure Construction” issued in 2013, the mileage of urban railway construction in thePRC will exceed 3,000 kilometres by 2015.

Chart 3.9 Total mileage and passenger carrying capacity ofrailway transportation in the PRC

0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

900,000

1,000,000

0

500

1,000

1,500

2,000

2,500

Total route length of

railway transportation operation (km)

Passenger volume carried by

railway transportation (10,000 people)

2006 2007 2008 2009 2010 2011 2012


On the one hand, the fast development of urban railway transportation has expanded thebusiness coverage of shopping centres, making the coverage of large commercial projects notlimited to the cities and districts where they are located, but has expanded to neighbouringcities. On the other hand, railway transportation has improved the convenience of urbantransportation, it also enhances the accessibility of remote areas in cities, enabling peopleaggregated in the cities to spread to peripheral areas of cities, and gradually gathers humantraffic for shopping centres in suburb areas and creates opportunities for the development oflarge commercial projects in these areas.


— V-26 —

Impact on Traditional Retail Industry by E-commerce

According to the “2013 China’s Online Shopping Market Research Report” issued byChina Internet Network Information Centre, the transaction volume of China’s online shoppingmarket reached RMB1,850 billion in 2013, representing a year-on-year increase of 42%. Thetransaction volume increased from RMB460 billion in 2010 to RMB1,850 billion in 2013, thetotal consumption amount of online shopping is increasing at a significant speed each year.The traditional retail industry is adversely affected by the development of E-commercebusiness. Traditional shopping malls and shopping centres are gradually adjusting the trademix, and the proportion of leisure, catering and experiential consumption gradually increases,in order to highlight their own features, and form a competition model differentiated frome-commerce.

In the past several years, the online shopping market in China has experienced explosivegrowth. Currently, although pure e-commerce retailer remains dominant in the electronic retailmarket of China, there are huge growing potential for traditional omni-channel retailers. Asindicated in the research by Bain Capital on online purchasers in 2013, under similarconditions in all other aspects, Chinese purchasers often choose to purchase from the onlinestores of retailers. In addition, retailers often have worries about investing in the constructionof electronic retail stores that sales amounts of its physical stores may be swallowed.However, the research results indicate this is not the case in reality. The establishment ofelectronic retail stores usually helps increasing the sales amounts of its physical stores, andthus, increases the total sales amounts of retailers. Since “online and offline” shopping are nolonger separable in the consumption process of Chinese purchasers, the fact that online storessupport the growth of physical stores should not be neglected.

“If a physical retailer opens online stores, will youincrease your total purchase from that retailer?”

Mentioned by interviewees

Online

41%

Offline

59%

Online

46%

YoY growth rate

16%

Offline

54%

Existing

consumption

expenditure

Consumption

expenditure

in next 12 months

No

Yes

“How much is your total consumptionexpenditure in that retailer, and the proportion

of online and offline sales?”

Rates of being mentioned by interviewees (%)...... Online and offline consumption expenditure of consumers

(indexation, present= 100)

Source: Bain & Company


— V-27 —

Facing the fast development of e-commerce and online shopping, physical retail industryalso made active response and corresponding adjustment to improve the shopping experienceof customers. Besides, retailers also adjust their own operating strategies gradually and adaptto the trend in integration of online and offline shopping experience.

In the long term, e-commerce will not replace traditional retailers, physical retailers willremain in the dominant position in the retail industry. In the process of evolution to the nextgeneration of physical retailers, by combining with the convenience brought by newtechnologies and the irreplaceable experience of physical stores, retailors will find their placein the fast changing retail industry and continue to seek development.

The Future Development Trend of Shopping Centres: Experiential Consumption

In traditional business represented by department stores, retail business accounts forabout 70%, taking absolutely the dominant position in business entities. As Chineseconsumers become more mature in consumption behaviour and with the emergence of onlineshopping, consumers are more willing to spend on experience, environment and services inoffline consumption. As shown by data, the consumption of experiential type of business, suchas movies and catering, grew at a pace faster than the growth rate of the consumptionexpenditure of urban residents during the same period, indicating Chinese consumers havehigh enthusiasm for experiential consumption.

Chart 3.10 Comparison of growth rates between experiential consumption and percapita consumption expenditure

0%

10%

20%

30%

40%

50%

60%

70%

Annual growth rate of cinema box office income

Annual growth rate of business turnover of catering

Annual growth rate of per capita consumption expenditure of urban residents

2007 2008 2009 2010 2011 2012


An increasing number of retail operators are aware of this trend, namely, physicalbusinesses (including shopping centres) continue to upgrade and adjust existing trade mix,and experiential trade type (represented by leisure and entertainment, children education)gradually arises, and accounts for an increasing proportion in the business of shoppingcentres. The emergence of cinemas (especially IMAX cinemas) with rapid growth in variousregions of China is a good example.


— V-28 —

Chart 3.11 Number of cinema screens in China

3,5274,097

4,723

6,256

9,286

13,118

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

2007 2008 2009 2010 2011 2012


Different from the traditional business trade mix (with retail as dominant component), theexperiential business has more emphasis on the participation, experience and feelings ofconsumers. Accordingly it will be more demanding on the space and environment of shoppingcentres. The emergence of large commercial complexes provides development opportunitiesfor experiential business. While promoting consumption on other types of business,experiential trade mix can also improve the atmosphere and fun of shopping in largecommercial complexes, and realize the gathering of customer traffic with relaxed and pleasantshopping environment.

3.8 Overview of Residential Property Market

The residential property market in China showed an increasing trend over the past eightyears despite the sharp decline in 2008 due to the global financial crisis. The investment inresidential property market cooled down along with the restriction policies implemented byChinese government in 2010 while the growth rate of sales in the residential property marketremained relatively stable. The growth trend is expected to continue but at a slower pace.

Investment in residential property market

Relying on the fast growth demand, China’s residential property market witnessedremarkable growth during the past decade despite fierce competition among propertydevelopers in the market. The residential property investments in China increasedsubstantially during such period, picked up from RMB 1,800.5 billion in 2007 to RMB 5,895.1billion in 2013, representing an average increasing rate of 23.5%.


— V-29 —

According to the information released by the National Bureau of Statistics, although thegrowth rate in investment has slowed down in 2013, however, the total investment amount inresidential property market break the record, suggesting a year-on-year increase of 19.4%.The record-breaking amount of investment in the residential property development market ispartially contributed by the increase in the investment of public housing as well as theincreasing investment amount in land between 2009 and 2010.

Chart 3.12 Investment amount and growth rate of Chinese residential propertydevelopment market


Newly commenced construction of Residential properties in China by propertydevelopers

The total area of residential properties commenced construction by property developersin China increased from 2007 to 2011 at an average increasing rate of 18.5%. In 2011, thefigure reached 1.47 billion square meters, creating a new record in the history. However, thetotal area of residential properties commenced construction by property developers droppedby 11.2% during 2012. In 2013, it recovered and reached approximately 1.45 billion squaremeters, to the similar level in 2011.


— V-30 —

Chart 3.13 Growth rate and total area of residential properties commencedconstruction by property developers


Supply and demand in the commodity residential property market

In terms of residential property supply, the total area of commodity residential propertiescompleted increased from 498.3 million square meters in 2007 to 787.4 million square meters,representing an average annual growth rate of 8.3%. With regards to demand, a total GFA of1,157.23 million square meters commodity residential properties were sold in 2013 whereasthe figure was only about 701.4 million square meters, representing an average annual growthrate of 12.5%.


— V-31 —

Chart 3.14 Supply and demand of commodity residential properties in China

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

2007 2008 2009 2010 2011 2012 2013

The total area of commodity residential properties completed (ten thousand sqm)The total area of commodity residential properties sold (ten thousand sqm)


Sales of commodity residential properties

Since 2007, the sales of commodity residential properties have remained at a high annualaverage growth rate of 24.8%, except a slight decrease in 2008. In particular, the increase ratein 2007 and 2009 has achieved 47.9% and 81.3% respectively. The sales volume of commodityresidential properties recorded at RMB 6,769.49 billion, the figure was only approximatelyRMB 2,556.58billion in 2007.

Chart 3.15 Sales of commodity residential properties

2007 2008 2009 2010 2011 2012 2013

-40%

-20%

0%

20%

40%

60%

80%

100%

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Sales of commodity residential properties (RMB 100 million)

Growth rate



— V-32 —

Trend of average price of commodity residential properties

The average price of commodity residential properties in China recorded the highestgrowth rate in the history at 24.7% in 2009. The price experienced a steady growth since 2010due to the regulatory policies imposed on property market. In 2013, the average price ofcommodity residential properties was recorded at 5,849.7 RMB/m2, the price is expected toincrease modestly in the near further.

Chart 3.16 Trend of average price of commodity residential properties

-5%

0%

5%

10%

15%

20%

25%

30%

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

2007 2008 2009 2010 2011 2012 2013

Average price of commodity residential properties (RMB / m2)

Growth Rate


4. Overview of Tourism, Cultural Tourism and Hotel Market

According to China National Tourism Administration, during the eleventh five-year planfrom 2006 to 2010, the tourism industry in China presented a positive growth momentum.During the period, the number of domestic tourists increased each year at an average growthrate of 12%, the total income of the Chinese tourism increased each year at an average growthrate of 15%. In 2013, the “Tourism Law of the People’s Republic of China” has been dulyenacted. The “Tourism Law” is the first comprehensive tourism law of China and plays animproving and enhancing role in tourism planning and promotion, tourism operation, tourismsupervision and management, and has positive implications on the long term development ofthe tourism industry in China.

Wanda Commercial Properties has pioneered to develop a new property product tointegrate cultural and tourism components since 2013, with its abundant experience incommercial properties over the years, Wanda Commercial Properties started the constructionof “Wanda City”(萬達城) in Harbin, Nanchang, Hefei and Wuxi and became one of the earliestdevelopers who invested in the cultural tourism commercial complex projects in China.


— V-33 —

4.1 Overview of Tourism Market

With rapid economic development in China, the number of domestic and overseasinbound tourists has been increasing. According to the National Bureau of Statistics of China,the number of domestic tourists in China maintained rapid growth during the past 6 years,representing a CAGR of 12.9%. In 2012, the number of domestic tourists was close to 3 billion.During the same period, the number of international inbound tourists remained at a relativelystable level, with a total of 132 million international inbound tourists in 2012.

Chart 4.1 Number of domestic and international tourists

120

122

124

126

128

130

132

134

136

0

500

1,000

1,500

2,000

2,500

3,000

3,500

Number of domestic tourists (million)

Number of international inbound tourists (million)

2007 2008 2009 2010 2011 2012


The rapid growth in the number of tourists also led to increase in income of the tourismindustry in China. From 2007 to 2012, the total domestic tourism consumption increased bymore than three times from RMB 777 billion to RMB 2,270.6 billion, representing a CAGR of23.9%.

Chart 4.2 Domestic and international inbound tourism income

0

10

20

30

40

50

60

0

500

1,000

1,500

2,000

2 500

Total income of domestic tourism (RMB billion)

International inbound tourism income (US$ billion)

2007 2008 2009 2010 2011 2012



— V-34 —

4.2 Overview of Cultural Tourism Market

In recent years, the tourism industry of China has maintained steady and fast growth.With increasing national income, the development of the tourism industry in China is shiftingfrom traditional sightseeing tour to experiential tour. Tourists’ demand for spiritual experiencehas been increasing, leisure and entertainment lifestyles of people have occurred significantchanges. For “experienced and knowledgeable” tourists, tourism projects and patternsfocused more on experience and participation are more attractive. With the arrival ofexperience economy, increasingly more tourists pursue activities with active experience duringtours, while traditional sightseeing tours can no longer satisfy the experiential demand oftourists.

To cater to the demand of consumption upgrading from tourists in the tourism industry, the“cultural tourism industry” concept emerges as a result. Tourism departments of localgovernments have introduced the “culture” concept into their local tourism industry one afterthe other. In some well-known tourist destinations and places with abundant tourismresources, specialized plans for the development of cultural tourism industry during the“Twelfth Five-year” period have been formulated.

Cultural industry, as a pillar industry of the national economy, will have more and moreintegrative developments with the tourism industry, which is also a “strategic pillar industry”.In future, the important development direction of cultural tourism will be on discoveringregional culture, improving the tourism industry, promoting the adjustment of economicstructure, and fostering the development of the local economy.

4.3 Market Overview of the Luxury Hotel Industry

With flourishing tourism and cultural tourism markets in China, the hotel industry alsoentered a period of fast growth. However, when compared with the hotel industry in developedcountries, the hotel industry in China remains at an early stage of development. By 2012, therewere 3.2 hotel rooms per 1,000 persons, representing a huge gap as compared to 15.6 hotelrooms per 1,000 persons in USA.

Chart 4.3 Comparison of the number of hotel rooms per 1,000 persons invarious countries of the world

0

2

4

6

8

10

12

14

16

18

USA (2

013)

Can

ada

(201

4)

Hon

g Kon

g (2

013)

Austra

lia (2

010)

China

(201

2)

Source: DTZ


— V-35 —

According to the statistics published by the National Bureau of Statistics of China, thebusiness revenue of the tourist hotel industry in China has been increasing rapidly, from RMB193.2 billion in 2008 to RMB 295.3 billion in 2012, representing a CAGR of 11%.

Chart 4.4 Business turnover of tourist hotels (RMB billion)

193 193

237

275295

0

50

100

150

200

250

300

350

2008 2009 2010 2011 2012


According to the statistics in 2012, domestic corporate accounted for the largestproportion of customers in luxury hotels in the PRC, increased by 4% compared with 2008. Inaddition, the demand for luxury hotels from domestic direct leisure tourists also grewsignificantly, the proportion of customers increased from 10% in 2008 to 12% in 2012. Weexpect the proportion of domestic direct leisure tourists in the customers of luxury hotels willincrease further with strong growth of the middle class and the affluent class in the PRC.

Chart 4.5 Composition of customers of luxury hotels in the PRC

34%

13%12%

5%

7%

4%

16%

5%2% 3%

Domestic

Corporate

Foreign

Corporate

Domestic

Direct Leisure

Foreign

Direct Leisure

Domestic

Tour Groups

Foreign

Tour Groups

Meetings and

Exhibitions

Government

Airline Crew

Others

Source: China Hotel Industry Study 2013


— V-36 —

Growth Momentum for the PRC Hotel Industry

➣ Favourable international environment

Multi-polarization of the world, economic globalization and regional integrationdevelopment have provided a stable external environment for the development of globaltourism. The steady recovery of global economic growth coupled with more favourablepromotional policies for the tourism industry adopted by relevant international organizationsand governments of various countries and regions are beneficial for the international tourismindustry to maintain continuous and fast development. In the “World Tourism 2020 Vision”issued in 2008, the World Tourism Organization forecast that by the year of 2020, globalinternational tourist arrivals may reach 1.6 billion, of which 378 million are cross-regionlong-distance travellers. Three regions with the highest tourist arrivals include Europe (717million), Asia-Pacific (379 million) and the Americas (282 million).

➣ Policy Support

The Opinions of the State Council on Accelerating the Development of the TourismIndustry（國務院關於加快發展旅遊業的意見） (the “Opinions”) and policy documents aimed ataccelerating the development of the tourism industry issued by various provinces,municipalities and autonomous regions according to the Opinions have created a profoundpolicy environment for the development of the PRC tourism industry during the “TwelfthFive-Year Plan” period. The Outline of the Development Plan of the Tourism Industry in Chinaduring the “Twelfth Five-Year Plan” period (中國旅遊業「十二五」發展規劃綱要) issued in 2011clearly states that tourism consumption will become a major part of national consumption. Theoutline also estimated that by 2015, the total revenue from China’s tourism industry will growat an annual average growth rate of more than 12% to RMB2,500 billion, and the added valueof the tourism industry as a percentage of the national GDP and as a percentage of the addedvalue of the service industry will increase to 4.5% and 12%, respectively. All these policies willaccelerate the development of the tourism industry.

➣ Increase in disposable income of residents and consumption upgrading

Due to the increase in per capita disposable income of Chinese residents and theimprovement in the paid-leave system, the PRC tourism industry has experienced rapidgrowth. As a result of the persistent increase in spending on leisure travel, the hotel industryhas played a significant role in stimulating domestic demand. According to the 2012 Bulletinof Statistics of Tourism in the PRC and the 2007 Bulletin of Statistics of Tourism in the PRC,revenue from domestic tourism as a percentage of the total revenue from tourism rose from70.9% in 2007 to 87.6% in 2012.

Consumption of residents in the PRC has entered a period of rapid upgrading in structuralmix with strong potential demand for tourism consumption. With further increase in the incomeof urban residents, tourism consumption has entered a period of rapid growth. In the nearfuture, China’s urbanization process will accelerate and urbanization will be beneficial to theupgrading national consumption structure and provide new room for the growth in tourismconsumption. In addition to tourism consumption, the conference and exhibition industry,which has been increasingly active in recent years, and the wedding banquet industry withenormous market have also generated huge profits for the hotel industry.


— V-37 —

Wanda’s self-operated hotel brands

Established in 2012, Wanda Hotels and Resorts Co., Ltd. (萬達酒店及度假村管理有限公司)is the largest owner of luxury hotels in the PRC, owning a total of 48 luxury hotels. Wanda iscurrently cooperating with globally renowned third-party hotel managers in operating 28 luxuryhotels throughout China.

Based on our market knowledge and experience, DTZ defines luxury hotel as hotels offerluxury amenities, full service accommodations, on-site full service restaurants and high levelof professional service. Luxury hotels are normally classified with at least a four or five starrating depending on the country and local classification standards. For luxury hotels withoutstar rating, their Average Daily Rates (ADRs) should be at least equal or higher than averageADRs of four-star hotels in corresponding cities. This definition is widely accepted and usedin hospitality industry to describe the market class of a hotel.

The following table compares the ADR of hotels owned by Wanda Commercial Propertieswhich operated for at least one full year as of December 31 2013 with ADR of four/five starrating hotels in respective cities and provinces:

Table 4.1 Comparison of ADR between Hotels owned by Wanda andfour/five-star hotel in corresponding city or province (RMB/day)*

Hotel ProvinceWandaHotel

City-levelFour-star

Hotel

City-levelFive-star

Hotel

ProvincialFour-star

Hotel

ProvincialFive-star

Hotel

1 . . Shijiazhuang Wanda Hotel Hebei 603.00 312.03 677.84

2 . . Beijing Wanda Hotel Beijing 1,080.00 502.82 860.89

3 . . Beijing Wanda RealmHotel

Beijing 561.00 502.82 860.89

4 . . Changsha Wanda VistaHotel

Hunan 748.00 380.57 573.78

5 . . Changzhou Wanda Hotel Jiangsu 646.00 332.35 563.69

6 . . Chongqing Wanda B Hotel Chongqing 567.00 330.32 555.25

7 . . Dalian Wanda A Hotel Liaoning 773.00 375.46 676.45

8 . . Dalian Wanda B Hotel Liaoning 1,289.00 375.46 676.45

9 . . Daqing Wanda Hotel HeilongJiang

578.00 349.55 846.57

10. . Fuzhou Wanda Hotel Fujian 842.00 383.51 700.68

11 . . Guangzhou Wanda Hotel Guangdong 869.00 511.87 888.43

12. . Harbin Xiangfang WandaHotel

HeilongJiang

1,096.00 399.04 1029.48

13. . Hefei Wanda Hotel Anhui 909.00 330.75 462.24

14. . Huai’an Wanda RealmHotel

Jiangsu 396.00 332.35 563.69

15. . Jinan Wanda Hotel Shandong 656.00 347.61 649.94

16. . Langfang Wanda RealmHotel

Hebei 438.00 305.65 496.29

17. . Nanjing Wanda Hotel Jiangsu 746.00 410.19 570.19

18. . Ningbo Wanda Hotel Zhejiang 543.00 381.75 587.41


— V-38 —

Hotel ProvinceWandaHotel

City-levelFour-star

Hotel

City-levelFive-star

Hotel

ProvincialFour-star

Hotel

ProvincialFive-star

Hotel

19. . Ningde Wanda RealmHotel

Fujian 490.00 347.98 604.86

20. . Qingdao Wanda Hotel Shandong 802.00 384.25 691.55

21. . Quanzhou Wanda VistaHotel

Fujian 653.00 282.9 475.42

22. . Sanya Wanda A Hotel Hainan 3,158.00 299.62 1135.2

23. . Taiyuan Wanda Vista Hotel Shanxi 672.00 401.95 728.6

24. . Taizhou Wanda Hotel Jiangsu 467.00 332.35 563.69

25. . Tangshan Wanda Hotel Hebei 617.00 305.65 496.29

26. . Wuhan Wanda Hotel Hubei 935.00 380.19 692.99

27. . Wuxi Wanda Hotel Jiangsu 596.00 337.61 577.9

28. . Xi’an Wanda Hotel Shanxi 768.00 355.91 563.6

29. . Xiangyang Wanda Hotel Hubei 575.00 327.44 652.02

30. . Yichang Wanda Hotel Hubei 532.00 320.72 443.59

31. . Zhangzhou Wanda RealmHotel

Fujian 476.00 347.98 604.86

32. . Zhenjiang Wanda Hotel Jiangsu 554.00 332.35 563.69

Source: Wanda Commercial Properties, China National Tourism Administration

* Data as of 31 December 2013

In addition, Wanda Hotels and Resorts Co., Ltd. also owns three self-operated luxuryhotel brands, namely Wanda Realm, Wanda Vista and the top hotel brand Wanda Reign. As ofJune 2014, a total of 20 self-owned branded hotels have commenced operations.

Table 4.2 Basic Information of Wanda’s self-owned branded hotels

Wanda Realm Wanda Vista Wanda Reign

Number of operating hotels . . . . . . 14 5 1

Location . . . . . . . . . . . . . . . . . . . Beijing, Guangzhou,Nanjing, Wuhan,Yinchuan, Harbin,Chifeng, Nanchang,Dandong, Langfang,Ningde, Zhangzhou,Huaian and Fushun

Tianjin, Taiyuan,Shenyang, Quanzhouand Changsha

Wuhan

Brand positioning. . . . . . . . . . . . . luxury Super luxury Top luxury

5 Overview of Local Economy and the Real Estate Market

As the largest commercial property developer in the PRC. As of June 30, 2014,commercial properties of Wanda Commercial Properties in operation and under constructioncover more than 100 cities in 29 provinces in the PRC. We have selected 12 key cities,including Beijing, Shanghai, Guangzhou, Nanjing, Chengdu, Fuzhou, Hefei, Ningbo, Xiamen,Xi’an, Changzhou and Yichang, to analyze the economies and property markets of these cities.


— V-39 —

Since 2005, Wanda Group has invested in the cultural industry by starting to constructcultural tourism projects in several domestic cities. Cultural tourism is becoming a new keybusiness for Wanda, second to the commercial property development operation. We haveselected two representative cities of cultural tourism projects, including Qingdao and Wuxi, toconduct relevant market analysis.

Beijing

1.1 Overview

As the capital of the People’s Republic of China, Beijing is also the political centre,cultural centre, economic and financial decision-making and administrative centre as well asa world-famous ancient capital and a modern international metropolis. Located on thenorthwestern edge of the North China Plain, Beijing is adjacent to the Bohai Bay, lies to thesouth of Liaodong Peninsula and north of Shandong Peninsula, adjoins to Tianjin and, togetherwith Tianjin, being encompassed by Hebei province. Due to its central location andconcentration of various resources, the “Twelfth Five-Year Plan” has listed Beijing as the coreof the capital economic circle and the Bohai Rim economic circle, influencing Tianjin, Hebeiprovince, Liaoning province and relevant cities in Shandong province. As its economycontinues to develop, Beijing’s core position in the development of cities in theBeijing-Tianjin-Hebei region and the Bohai Rim region and its overall influence and drivingability will be further strengthened.

1.2 Economic Overview

Between 2007 and 2013, Beijing’s economy experienced high-speed growth, with its GDPgrowing year by year at a persistent rate of more than 9.5%. Overall speaking, Beijing has asound economic environment to support the development of the real estate industry in Beijing.

Table 1 Major economic indicators of Beijing

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 900.6 1,048.8 1,186.6 1,377.8 1,600.0 1,780.1 1,950.1 13.7%Total fixed assetinvestment (RMB billion) . . . 396.7 384.9 485.8 549.4 591.1 646.3 703.2 10.0%Foreign direct investment*(US$ million) . . . . . . . . . . . 5,066.0 6,082.0 6,120.0 6,360.0 7,050.0 8,040.0 8,520.0 9.1%Per capita disposableincome of urbanresidents (RMB) . . . . . . . . . 21,989.0 24,725.0 26,738.0 29,073.0 32,903.0 36,469.0 40,321.0 10.6%Permanent populationat the end of year (’000) . . . 16,330.0 16,950.0 17,550.0 19,612.0 20,186.0 20,693.0 21,148.0 4.4%Urban population (’000) . . . . 13,799.0 14,391.0 14,918.0 16,864.0 17,407.0 17,837.0 18,251.0 4.8%Total retail sales of socialcommodities(RMB billion) . . . . . . . . . . . 380.0 458.9 531.0 622.9 690.0 770.3 837.5 14.1%Per capita totalexpenditure of urbanhouseholds (RMB) . . . . . . . 15,330.0 16,460.0 17,893.0 19,934.0 21,984.0 24,046.0 26,275.0 9.4%


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Note: *the statistical measure for foreign direct investment is the amount of foreign funds actually utilized

Source: Bulletin of Statistics of National Economy and Social Development (2007 to 2013)

1.3 Overview of the Property Market

The sound economic environment in Beijing supports the rapid growth of the propertymarket, which has attracted a large amount of investments in recent years. Propertyinvestment in Beijing grew from RMB199.58 billion in 2007 to RMB348.34 billion in 2013,representing a CAGR of 9.7%. According to Beijing Municipal Bureau of Statistics, the area ofcompleted commodity properties in Beijing reached 26.66 million square meters in 2013,increased by 12% compared to 2012. Average selling price of commodity properties increasedfrom RMB11,553 per square meter in 2007 to RMB18,552 per square meter in 2013,representing a CAGR of 8.2%. The following table sets out the summary of selected data inrelation to the property market in Beijing.

Table 2 Statistics of the property market in Beijing

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

Total investmentin property developmentprojects (RMB billion) . . . . . 199.6 190.9 233.8 290.1 303.6 315.3 348.3 9.7%

Total area ofproperties completed(Ten thousand m2) . . . . . . . 2,891.0 2,557.0 2,678.0 2,386.0 2,245.0 2,390.0 2,666.0 -1.3%

Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 2,176.0 1,335.0 2,362.0 1,639.0 1,439.0 1,943.0 1,903.0 -2.2%

Sales of commodityproperties (RMB billion) . . . 251.4 165.8 325.9 291.5 242.5 330.8 353.0 5.8%

Average selling priceof commodity properties(RMB/m2) . . . . . . . . . . . . . . 11,553.0 12,418.0 13,799.0 17,782.0 16,851.0 17,021.0 18,552.0 8.2%

Source: Beijing Municipal Bureau of Statistics

Residential Property Market

Influenced by government policies and regulations, the property market in Beijing startedto cool down in 2011. The sales area of residential properties decreased from 17.31 millionsquare meters in 2007 to 10.34 million square meters in 2011 and increased slightly in thesubsequent two years to 13.63 million square meters in 2013. Except for the decrease inaverage selling price in 2011 due to the regulation and control policies, residential propertiesin Beijing recorded year by year increase in average selling price in subsequent years. In2013, the average selling price reached RMB17,854 per square meter, representing a CAGRof 9%.


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Office Property Market

The office property market in Beijing has continued to grow since 2007, showing atendency of demand exceeding supply. Average annual sales area of office properties stayedabove 2 million square meters and reached 3.17 million square meters by 2013, increasing by25% year-on-year. Meanwhile, the total area of completed office properties showed a tendencyof decrease, falling from 3.14 million square meters in 2007 to 2.73 million square meters in2013. After hitting the peak in 2010, the selling price of office properties in Beijing fell toRMB15,517 per square meter in 2011. Due to the current strong demand in the market, theselling price rose slightly to RMB17,854 per square meter in 2013. It is expected that theselling price of office properties still has potential to increase in the future.

Commercial Property Market

According to Beijing Municipal Bureau of Statistics, the total area of completedcommercial properties decreased from 3.15 million square meters in 2007 to 1.78 millionsquare meters in 2013, representing a CAGR of -9.1%. Sales area of commercial propertiesdecreased from 1.34 million square meters in 2007 to 1.02 million square meters in 2013,representing a CAGR of -4.4%. The average selling price of commercial properties in Beijingrose steadily from RMB17,585 per square meter in 2007 to RMB26,405 per square meter in2013, representing a CAGR of 7%.

Shanghai

1.1 Overview

Shanghai, also known as “Hu”, locates in the central part along China’s mainlandcoastline. Shanghai borders the East Sea to the east, Hangzhou Bay to the south, Jiangsu andZhejiang provinces to the west and the Yangtze River estuary to the north. Shanghai is one ofChina’s four municipalities, a national central city and the largest city in China. Shanghai isstriving to develop into an international economic, financial, trading and shipping centre by2020.


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Shanghai is one of the most well-developed cities in China. Total industrial output valueof Shanghai accounts for approximately one-tenth of the national total of China, comprisingmainly petrochemical, iron and steel, mechanical and electronic industries. Tertiary industries,which account for a large share of Shanghai’s local economy, mainly include the financial, realestate, insurance and transportation industries. With good economic conditions, Shanghaiwitnessed growth in all economic indicators year after year.

Table 1 Major economic indicators of Shanghai

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 1,249.4 1,407.0 1,504.6 1,716.6 1,919.6 2,018.2 2,160.2 10%

Total fixed assetinvestment (RMB billion) . . . 445.9 482.9 527.3 531.8 506.7 525.4 564.8 4%

Foreign direct investment(US$ billion) . . . . . . . . . . . 7.9 10.1 10.5 11.1 12.6 15.2 16.8 13%

Per capita disposableincome of urbanresidents (RMB) . . . . . . . . . 23,623.0 26,675.0 28,838.0 31,838.0 36,230.0 40,188.0 43,851.0 11%

Total population (million) . . 13.8 13.9 14.0 14.1 14.2 14.3 14.3 1%

Urban population (million) . . 12.0 12.2 12.4 12.5 12.7 12.8 NA NA

Total retail sales of socialcommodities(RMB billion) . . . . . . . . . . . 387.3 457.7 517.3 607.1 677.7 741.2 801.9 13%

Per capita totalexpenditure of urbanhouseholds (RMB) . . . . . . . 17,255.0 19,398.0 20,992.0 23,200.0 25,102.0 26,253.0 28,155.0 9%

Source: Shanghai Statistical Yearbook 2008-2013, Bulletin of Statistics of National Economy and Social Development

of Shanghai (2013)


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The property market in Shanghai has consistently maintained prosperous development inrecent years, with a steady increase in investments in property development. In 2013,completed investments in property development in Shanghai amounted to RMB281.96 billion,representing a year-on-year increase of 18.4%. Investment in office properties and commercialproperties increased significantly by 43.5% and 26.0% over the previous year respectively.Total sales area of commodity properties rebounded to 23.82 million square meters. Thesignificant increase in sales area is mainly due to the increase in sales of the residentialproperty market.

Table 2 Statistics of the property market in Shanghai

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

Total investment inproperty developmentprojects (RMB billion) . . . . . 130.8 136.7 146.4 198.1 217.0 238.1 282.0 13.7%

Total area ofproperties completed(Ten thousand m2) . . . . . . . 5,068.5 3,828.8 2,970.9 2,776.2 2,913.8 2,839.0 2,254.4 -12.6%

Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 3,695.0 2,296.1 3,372.5 2,055.5 1,771.3 1,898.5 2,382.2 -7.1%



Source: Shanghai Statistical Yearbook 2008-2013, Bulletin of Statistics of National Economy and Social Development

of Shanghai (2013)


As the government of Shanghai tightened its policy adjustments and controlsimplemented in the residential market, Shanghai’s residential property market maintainedstable development in recent years. In 2013, investment in residential properties in Shanghaiamounted to RMB161.55 billion, accounting for almost 60% of total investment in properties inShanghai. The residential property market recovered in 2013, and sales area of residentialproperties in Shanghai reached 20.158 million square meters, representing a considerableincrease of 26.6% over the previous year. Average selling price of residential properties for theyear amounted to RMB16,192.0 per square meter, representing a year-on-year increase of16.7%.


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In 2013, investment in office properties in Shanghai amounted to RMB37.7 billion,increasing significantly by 43.5% year-on-year. The strong demand in the office propertymarket, coupled with the popularity of small size SOHO office properties among consumers,contributed to an annual sales area of 1.612 million square meters, increased by almost 0.5million square meters over the previous year. The average selling price amounted toRMB23,623.0 per square meter, representing a year-on-year increase of 12.5%.


The commercial property market in Shanghai has maintained stable development inrecent years, with a constant increase in investments in commercial properties. In 2013,investment in commercial properties amounted to RMB37 billion, increased by 26.0% ascompared to last year. Although the total sales area fell slightly in 2013, sales amountremained strong, the average selling price was RMB19,294.0 per square meter, representinga significant year-on-year increase of 19.0%.

Guangzhou

1.1 Overview

Guangzhou is a famous cultural city with a history of more than two thousand years.As the capital of Guangdong province, Guangzhou is also the political, economic,scientific, educational and cultural centre of Guangdong. Guangzhou lies in thesouthern part of Mainland China and at the northern edge of the Pearl River Delta and isadjacent to the downstream estuary of Pearl River. Guangzhou is also the interchange pointfor Beijing-Guangzhou Railway, Guangzhou-Shenzhen Railway, Guangzhou-MaomingRailway, Guangzhou-Meizhou-Shantou Railway and Wuhan-Guangzhou Railway and a civilaviation and transportation centre in South China. With its extremely close connections withother parts of China, Guangzhou is known as the “South Gate” of China.


Affected by the external economic environment, the overall economic growth ofGuangzhou has slowed down. As the demand for funds in the economy stands at a high level,domestic investment is still the main driver for economic growth. A series of reforms, such aspositive adjustment and further optimization of the industry structure as well as thegovernment’s supporting plan for fixed investments, have added certain momentum to socialconsumption. However, the inflation pressure exists concurrently, thus maintaining the generalstability of the overall CPI level is always an important objective of macro policy adjustmentsand controls.


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Table 1 Major economic indicators of Guangzhou

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . . . . 705.1 821.6 911.3 1,060.4 1,230.3 1,355.1 1,542.0 13.9%

Total fixed asset investment(RMB million) . . . . . . . . . . . . 186,334.0 210,456.0 265,985.0 326,357.0 341,358.0 375,839.0 445,455.0 15.6%

Foreign direct investment(US$ million) . . . . . . . . . . . . . 3,285.8 3,622.8 3,773.4 3,978.6 4,270.1 4,574.9 4,803.9 6.5%

Per capita disposable incomeof urban residents (RMB) . . . . . . 22,469.0 25,317.0 27,610.0 30,658.0 34,438.0 38,054.0 42,049.0 11.0%

Total population (’000) . . . . . . . 10,045.8 10,182.0 10,334.5 12,709.6 12,751.4 12,838.9 12,926.8 4.3%

Urban population (’000) . . . . . . . 7,734.8 7,841.7 7,946.2 8,061.4 8,145.8 8,223.0 8,323.1 1.2%

Total retail sales of socialcommodities (RMB million) . . . . . 259,500.0 314,013.0 364,776.0 447,638.0 524,302.0 597,727.0 688,285.0 17.7%

Per capita total expenditure ofurban households (RMB) . . . . . . 18,951.0 20,836.0 22,821.0 25,012.0 28,210.0 30,490.0 33,157.0 9.8%

Note: urban population is based on registered population

Source: Guangzhou Statistical Yearbook 2008-2013


In 2013, completed investments in the property development industry in Guangzhoureached RMB157.97 billion, increasing by 15.3% over the previous year. During the year,average transaction price of commodity properties amounted to RMB16,648.0 per squaremeter. As the percentage of transacted commercial and office properties in downtownGuangzhou has increased, average transaction price of commodity properties for 2013increased by 11.0% year-on-year. Average transaction price of residential commodityproperties amounted to RMB14,958.0 per square meter, increased by RMB1,000.0 per squaremeter as compared to 2012.

Table 2 Statistics of the property market in Guangzhou

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

Total investmentsin property developmentprojects (RMB billion) . . . . . . 70.4 76.2 81.7 98.4 130.7 137.0 158.0 14.4%

Total area ofproperties completed(Ten thousand m2) . . . . . . . . 2,243.8 1,849.7 2,208.6 1,094.6 1,263.2 1,290.8 1,141.3 -10.7%

Total area of commodityproperties sold(Ten thousand m2) . . . . . . . . 1,080.0 704.0 1,117.9 804.9 735.5 969.4 1,008.5 -1.7%

Average selling price ofcommodity properties(RMB/m2) . . . . . . . . . . . . . . 8,734.0 9,527.0 9,726.0 13,285.0 15,490.0 15,698.0 16,648.0 13.0%

Source: Guangzhou Statistical Yearbook, Guangzhou Municipal Land Resources and Housing Administration Bureau


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In 2013, the total area of residential properties commencing construction in Guangzhouincreased by 11.3% year-on-year. Due to the slowdown of construction progress of variousprojects, the total area of completed properties fell to 11.4%. Starting from October in the sameyear, data on Zengcheng and Conghua were included in Guangzhou’s statistics, whichrevealed that total trading volume of the twelve districts in Guangzhou reached 8.057 millionsquare meters, 5% more than that of the previous year (trading volume of the original tendistricts amounted to 7.094 million square meters). As property transactions concentratedmainly in outer suburbs, the average transaction price of residential properties at the end ofthe year increased by 7.0% only on a year-on-year basis.


In 2013, office property supply in Guangzhou was still concentrated in Pearl River NewCity. As most owners are unwilling to sell their units, saleable office units in the market werescarce. New office supply reached 1.589 million square meters, increased by approximately80% as compared to 2012. On the other hand, continued restrictions on the purchase ofresidential properties and the successive promulgation of new regulatory policies, includingthe New National Five Measures and Guangzhou’s Six Measures, activated investments in theoffice property market.


In 2013, Guangzhou recorded lower sales of commercial properties, mainly due to thefact that the number of existing saleable properties was limited and most investors adopted await- and-see attitude in light of high property prices and their weak bargaining power. In 2013,the average transaction price of commercial properties in Guangzhou amounted toRMB26,975.1 per square meter, increased by 19% year-on-year. However, sales area for theperiod decreased slightly to 453,000 square meters.


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Nanjing

1.1 Overview

Nanjing is the capital of Jiangsu province, a sub-provincial city located at the downstreamof Yangtze River, a hub city connecting the eastern and western parts of China and animportant gateway city of China, influencing and driving the development of the central andwestern China. As a sub-central city in Eastern China, Nanjing is not only a shipping andlogistics centre of Yangtze River, but also an ecological and habitable city in the riverside area.With a long history of over 2,500 years since its establishment as a city and about 500 yearsof functioning as a capital, Nanjing is one of the four ancient capitals in China and is knownas the “Capital of Six Dynasties” and “the Metropolis of Ten Dynasties”.


Table 1 Major economic indicators of Nanjing

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 334.0 381.5 423.0 501.0 614.6 720.2 801.2 15.7%

Total fixed assetinvestment (RMB billion) . . . 186.8 215.4 266.8 330.6 401.0 468.3 526.6 18.9%

Foreign direct investment(US$ billion) . . . . . . . . . . . 2.1 2.4 2.4 2.7 3.6 4.1 4.0 11.8%

Per capita disposableincome of urbanresidents (RMB) . . . . . . . . . 20,317.0 23,123.0 25,504.0 28,312.0 32,200.0 36,322.0 39,881.0 11.9%

Total population (million)* . . 6.2 6.2 6.3 6.3 6.4 6.4 6.4 0.7%

Total retail sales of socialcommodities(RMB billion) . . . . . . . . . . . 138.0 165.2 196.2 226.8 267.0 308.1 350.4 16.8%

Per capita totalexpenditure of urbanhouseholds (RMB) . . . . . . . 13,278.0 15,133.0 16,339.0 18,156.0 20,763.0 23,493.0 25,647.0 11.6%

Note: *total population is based on registered population

Source: Nanjing Statistical Yearbook 2008-2013, Bulletin of Statistics of Nanjing (2013)


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In 2013, investment in property development in Nanjing amounted to RMB112 billion,increased by 10.3% over the previous year. Investment in residential property developmentwas at the same level as the previous year. The increase in property development was mainlydue to the increased investment in commercial and office properties by developers. The areaof completed commodity properties decreased significantly by 38.9% year-on-year to 10.39million square meters. The commodity property market experienced a gradual recovery, withsales area and sales value increasing by 28.5% and 46.2% over the previous year,respectively.

Table 2 Statistics of the property market in Nanjing

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

Total investmentsin property developmentprojects (RMB billion) . . . . . 44.6 50.8 59.6 75.5 89.7 101.6 112.0 16.6%

Total area ofproperties completed(Tenthousand m2) . . . . . . . . . . . 683.0 1,062.3 1,516.3 1,039.6 1,169.1 1,699.7 1,039.4 7.2%

Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 1,137.9 703.6 1,186.9 823.2 767.7 950.9 1,222.0 1.2%



Source: Nanjing Statistical Yearbook 2008-2013; Bulletin of Statistics of Nanjing (2013); The Almanac of China RealEstate 2014


Nanjing’s residential market remained largely balanced between supply and demand forthe period from 2007 to 2013, with an annual average completed area of approximately 8.33million square meters and an annual sales area of approximately 9.02 million square meters.Under the influence of government planning and macro-economic stimulus policies, there wasa strong demand in residential market in 2009, and sales area for the year reached a historicrecord of 11.14 million square meters. In response to the introduction of a series ofmacro-control policies such as limitations on housing credit , a wait-and-see attitude from thedemand side of the market emerged in 2011. Despite the ongoing macro-controls, the marketgradually picked up in 2012 and sales area kept growing for two consecutive years to reach11.43 million square meters in 2013, representing a year-on-year increase of 30.5%. Themarket price kept rising for seven consecutive years and the average selling price ofresidential properties amounted to RMB11,078.0 per square meter in 2013, representing ayear-on-year increase of 14.5%.


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In general, there was an oversupply of office properties in Nanjing, with steady growth inthe selling price. Between 2007 and 2013, the annual average completed area and the salesarea of office properties were 0.4 million square meters and 0.26 million square metersrespectively. Between 2007 and 2012, the price of office units continued to grow and peakedat RMB19,332.0 per square meter in 2011. The price then returned to a sensible level due toa decrease in demand, and the average selling price of office properties in the city amountedto RMB17,939.0 per square meter in 2013, representing a year-on-year increase of 8.8%.


Nanjing’s commercial property market performed well in general from 2007 to 2013.Impacted by the purchase limitation policies, developers shifted their operational focus fromresidential housing to the commercial market, resulting in a continuous hot commercial market.In recent years, the business mode of Nanjing has gradually shifted from community-based tourban complex developments. As most of the developers chose to hold properties foroperation, there will be an oversupply in the market and the gap might be increasinglywidening. Since 2011, the commercial property market in Nanjing has entered a stage of rapiddevelopment and the average transaction price of commercial properties grew toRMB19,714.0 per square meter from RMB12,210.0 per square meter in 2009.

Chengdu

1.1 Overview

Chengdu, located in the hinterland of Chuanxi Plain of Southwestern China, is the capitalof Sichuan province, the centre of technology and education, trade and finance inSouthwestern China, as well as a famous cultural city with a history of over 2,300 years. Itborders Longquan Mountains to the east, Yunnan-Guizhou Plateau to the south, QionglaiMountains to the west and Qinling Mountains to the north. It has a total area of approximately12,000 square kilometres, of which downtown area accounts for approximately 283.9 squarekilometres.


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Table 1 Major economic indicators of Chengdu

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 332.4 394.5 450.3 555.1 695.1 813.9 910.9 18.3%




Registered population(million) . . . . . . . . . . . . . . 11.1 11.2 11.4 11.5 11.6 11.7 11.9 1.1%

Total retail sales of socialcommodities(RMB billion) . . . . . . . . . . . 135.7 162.1 195.0 241.8 286.1 331.8 375.3 18.5%

Per capita totalexpenditure of urbanhouseholds (RMB) . . . . . . . 11,703.0 12,850.0 14,088.0 15,511.0 17,795.0 19,054.0 NA 10.2%*

Note: * Per capita total expenditure of urban households represented the CAGR from 2007 to 2012

Source: Statistics Bureau of Chengdu

1.3 Overview of Property Market

In general, Chengdu’s investment in property development grew steadily from RMB91.3billion in 2008 to RMB211 billion in 2013. The growth rate of investment fell sharply in 2008 and2009 due to the impact of earthquake but recovered quickly and recorded an annual averagegrowth rate of 26.0% for the three years from 2010 to 2012.

Table 2 Statistics of the property market in Chengdu

2008 2009 2010 2011 2012 2013

CAGR(2008-2013)

Total investmentin property developmentprojects (RMB billion) . . . . . . . . . . . . 91.3 94.5 127.8 159.6 189.0 211.0 18.3%

Total area ofproperties completed(Ten thousand m2) . . . . . . . . . . . . . . 965.0 1,637.0 1,578.0 1,573.2 2,099.0 1,887.8 15.6%

Total area of commodityproperties sold (Ten thousand m2) . . . 1,273.5 2,693.1 2,559.3 2,713.4 2,845.2 2,948.0 14.4%

Sales of commodityproperties (RMB billion) . . . . . . . . . . 62.7 132.9 151.9 181.1 207.0 212.2 18.3%

Average selling priceof commodity properties (RMB/m2) . . . 4,921.0 4,934.8 5,936.6 6,675.3 7,275.0 7,196.7 27.6%

Source: Chengdu’s Property Investment Express (成都房地產投資快訊)


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Purchasers adopted a wait-and-see attitude towards purchasing residential housing inChengdu during the periods of earthquake and financial crisis in 2008. Stimulated by theRMB4 trillion national economic stimulus plan in 2009, Chengdu hit a record high level of25.476 million square meters in sales area of residential properties, this record was refreshedonly until 2013. Under the influence of the national control policies, the CAGR of Chengdu’sresidential property sales area was only 3.72% from 2012 to 2013. Along with the increase intrading volume, the average selling price of residential properties in Chengdu has grownsteadily since 2008 to RMB6,712.0 per square meter in 2013, with a CAGR of 6.6% from 2008.Assuming the selling price of residential properties in Chengdu is only a half of that of first-tiercities such as Beijing and Shanghai, there will be space for growth in the residential market ofChengdu.


Prior to 2009, the office property market in Chengdu was relatively stable in general. Thesupply of office properties has grown rapidly in Chengdu since 2010, meanwhile the tradingvolume and price of office properties in Chengdu have experienced a rapid growth within ashort period under the impact of the local government’s policies to control the overheatedresidential market. The price fell slightly due to an oversupply of office properties in 2012.Although the selling price of office properties in Chengdu rebounded to RMB10,085.0 persquare meter in 2013, the overall transaction amount decreased by 21.6% as compared to theprevious year as a result of declined trading volume. The downward trend is expected tocontinue in the next two to three years.


Commercial properties in Chengdu experienced explosive growth from 2010 to 2012,mainly attributable to the effects of the following two factors: 1) the local economic revival planintroduced by Chengdu’s government; 2) the formulation of the relevant local policies byChengdu’s government in response to the State Council’s notice on curbing the overheatedresidential market, which in turn led to the shift of investments from residential properties tocommercial properties. From 2010 to 2012, Chengdu’s commercial property market boomed insupply and demand, with a steady growth in the prices. In 2013, the price fell slightly due torapid growth in prices at an earlier stage as well as an oversupply of commercial properties.

Fuzhou

1.1 Overview

Fuzhou, located in the eastern part of Fujian province along the downstream of Min River,is the capital of Fujian province and the provincial capital and central city in mainland Chinanearest Taiwan. Fuzhou is one of the first 14 coastal port cities open to external investors inthe PRC and its economy has a relatively high degree of marketization and openness toexternal investments. As an important metropolis along China’s southeast coast, Fuzhou is thecentre of politics, economics, culture, scientific research, modern financial service sector inthe economic zone on the west bank of the Strait.


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Table 1 Major economic indicators of Fuzhou

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 197.5 228.4 252.4 306.8 373.5 421.8 467.9 15.5%


Foreign direct investment(US$ million) . . . . . . . . . . . 1,324.0 1,489.0 1,230.0 1,673.0 1,770.0 2,056.0 2,057.0 7.6%


Permanent populationat the end of year (’000) . . . 6,760.0 6,830.0 6,870.0 7,115.4 7,200.0 7,270.0 7,340.0 1.4%

Urban population (’000) . . . . 1,859.2 1,866.8 1,875.3 1,885.9 1,900.2 1,920.6 1,947.6 0.8%

Total retail sales ofsocial commodities(RMB billion) . . . . . . . . . . . 94.1 113.4 133.6 162.4 189.7 225.9 268.2 19.1%

Per capita totalexpenditure of urbanhouseholds (RMB) . . . . . . . 11,790.0 — — — 17,847.0 20,040.0 — —

Source: Statistics Bureau of Fuzhou


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From 2007 to 2013, Fuzhou’s property investment showed a rapid growth, representinga CAGR of 22.4%. As property investment is greatly affected by such factors as economicconditions and macro policies, Fuzhou’s property investment grew slightly between 2008 and2009 due to financial crisis in 2008, but increased at a quicker pace after 2010 as a result ofthe improved economy. Meanwhile, there was steady growth in area and average selling priceof commodity properties sold, and the area of commodity properties sold amounted to 12.565million square meters in 2013.

Table 2 Statistics of the property market in Fuzhou

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)


Total area ofproperties completed(Ten thousand m2) . . . . . . . 474.0 329.0 485.0 345.8 541.4 534.3 832.0 9.8%

Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 525.1 344.1 690.1 597.8 622.2 841.5 1,256.5 15.7%



Source: Statistics Bureau of Fuzhou, China’s Real Estate Yearbook 2013


There was a growth in both trading volume and price in Fuzhou’s residential market from2007 to 2013 as a whole. Of these, total area sold for the relevant years decreased as a resultof 2008 Olympic Games, introduction of real estate regulation policies in 2010 and the declinedarea completed for that year, however, sales area of residential properties reached 11.05million square meters in 2013. The average selling price of Fuzhou’s residential propertiesincreased year by year from 2007 to 2013 at a CAGR of 12.9% for seven years, reaching RMB10,155.0 per square meter, except for a slight drop in 2013 as a result of housingsuburbanization.


Fuzhou’s office property market developed rapidly from 2007 to 2013, with CAGR ofvarious indicators at above 30%. Fuzhou’s office property market achieved good sale withsales area of 650,000 square meters in 2013, representing a CAGR of 100.5% for seven years.The announcement of housing purchase restrictions has shifted some investment-orientedcustomers to commercial properties and recently Fuzhou has given positive supports to thedevelopment of commercial properties on city planning and land supply, which contributed tothe rapid development of the office and commercial property market in Fuzhou.


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Except in 2008, Fuzhou’s commercial properties increased gradually from 2007 to 2013in terms of construction area and completed area, reaching 500,000 square meters ofcompleted area in 2013 and representing a CAGR of 7.7% for these seven years. Meanwhile,the area of commercial properties sold in Fuzhou was 390,000 square meters in 2013, with anaverage selling price of RMB30,992.0 per square meter. Overall speaking, Fuzhou’scommercial property market operated at a stable level.

Hefei

1.1 Overview

Hefei is the capital of Anhui province and was known as Luzhou in ancient times. It islocated in the central part of Anhui province between Yangtze River and Huai River and alongthe bank of Chaohu Lake, it links with Huai’nan to the north and Wuhu to the south, adjacentto Chuzhou and Ma’anshan to the east, and intersects with Liu’an and Anqing to the west.Hefei is the centre of politics, economics, culture, information, finance and trade of Anhuiprovince, the largest city in Anhui province, a key national base of research and education aswell as a core city in the national demonstration area for undertaking industrial transfers at theurban belt of Wanjiang.


Table 1 Major economic indicators of Hefei

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 133.5 177.7 210.2 270.2 363.7 416.4 467.3 23.2%




Total population (million)* . . 4.8 4.9 4.9 5.0 7.1 7.1 7.1 6.8%

Urban population (million)* . 2.0 2.1 2.1 2.2 3.0 2.6 2.3 2.3%

Total retail sales of socialcommodities (RMB billion). . 46.9 61.7 70.1 83.9 111.1 129.4 148.1 21.1%


Note: *Total population and urban population were counted based on registered population

Source: Statistics Yearbook of Hefei 2008-2013; Statistical Bulletin of Hefei 2013


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In 2013, Hefei’s investment in property development further boosted and its accumulatedamount reached RMB110.58 billion, representing an increase of 21.0% over the previous year.The investment amount in residential properties remained consistent with the previous yearand the increase in development investment was primarily attributable to the increasedinvestment in commercial and office properties by developers. As the supply and demand forcommodity properties were released at the same time, a new record high level was achievedin completed area and sales area, reaching 14.353 million square meters and 16.281 squaremeters respectively, representing a significant year-on-year increase of 55.8% and 31.1%.

Table 2 Statistics of the property market in Hefei

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)


Total area ofproperties completed(Ten thousand m2) . . . . . . . 560.1 600.6 794.6 892.9 921.0 1,435.3 560.1 15.4%

Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 933.1 1,298.0 1,004.7 1,246.0 1,242.5 1,628.1 933.1 7.7%



Source: Statistics Yearbook of Hefei 2008-2013; Statistical Bulletin of Hefei 2013; China’s Real Estate Yearbook 2014


In 2013, rigid demand led to the recovery of residential market, which acquired goodopportunities through policy support on commercial properties. The area of commodity housingsold amounted to 14.517 million square meters, representing a year-on-year increase of30.0%, the highest for recent three years. However, there was no corresponding surge in theaverage trading price and the market gradually returned to a rational state under controlmeasures. In 2013, the average selling price of residential properties was slightly adjusted toRMB6,084.0 per square meter, representing a year-on-year increase of 5.7%. The increasewas mainly due to price reduction by developers for more trading volume, loose monetarypolicies as well as the weakening of regulatory policies.


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With the ongoing growth of national economy and the introduction of local policies inrelation to properties, commercial properties demonstrated a strong development. Theinvestment value of office buildings is showing up. From 2007 to 2013, the annual averagecompleted area and sales area of office properties were 400,000 square meters and 460,000square meters, respectively. Since 2007, the price of office buildings has been rising, peakingat RMB8,526.7 per square meter in 2012. In 2013, the average selling price of office propertiesamounted to RMB8,117.0 per square meter, representing a year-on-year decrease of 4.8%.


With the development of emerging business districts in Hefei, the area of retail propertiescompleted has increased significantly in recent years. Notably, the area of shops completed inHefei amounted to 1.208 million square meters in 2010, representing a significant increase of112.9% over the previous year. In 2013, the area of shops completed was 1.282 squaremeters, still higher than the total completed area from 2007 to 2009. The development of anumber of business districts also promoted the interests of different sectors to invest in theretail properties of Hefei and contributed to a continuous growth in the area of retail propertiessold. In 2011, the area of retail properties sold in Hefei exceeded 1 million square meters,reaching 1.15 million square meters, a surge of 81.7% over the previous year. Starting from2012, with the ongoing growth in the supply of commercial properties, the citizens in Hefeiexercised caution in investment in retail shops, resulting in the decreased demand for retailproperties. In 2013, the area of commercial properties sold dropped to 827,000 square meters,representing an increase of 23.9% over that of last year. In terms of the average selling priceof various properties, the average selling price of commercial properties was RMB10,043.0 persquare meter, representing a decrease of 18.3%.

Ningbo

1.1 Overview

Ningbo is located along the coast of the East China Sea in the northeast of Zhejiangprovince, in the middle portion of mainland China’s coastline, at the southeast corner ofYangtze River Delta and eastern end of Ningshao Plain. Ningbo is the economic centre ofZhejiang province, the second largest city of Zhejiang province, the economic centre of thesouthern Yangtze River Delta, a modern international port city and one of the top 10 cities interms of urban comprehensive competitiveness among China’s financial centres.


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Table 1 Major economic indicators of Ningbo

2007 2008 2009 2010 2011 2012 2013CAGR

(2007-2013)

GDP (RMB billion) . . . . . . . 341.9 394.7 432.9 516.3 605.9 658.2 712.9 13.0%



Per capita disposableincome of urbanresidents (RMB) . . . . . . . . . 22,307 25,304 27,368 30,166 34,058 37,902 41,729 11.0%

Permanent population(’000) . . . . . . . . . . . . . . . . 6,646.0 6,795.5 6,956.5 7,096.0 7,215.5 7,442.9 7,619.4 2.4%

Total registeredpopulation (’000) . . . . . . . . 5,645.6 5,680.9 5,710.2 5,740.8 5,764.0 5,777.1 5,801.0 0.5%

Urban population (’000) . . . . — — — — — 5,301.5 5,348.8 —

Total retail sales of socialcommodities(RMB million) . . . . . . . . . . . 104,500.9 125,326.1 143,441.2 170,451.0 201,886.2 232,925.9 263,570.8 16.7%

Per capita totalexpenditure of urbanhouseholds (RMB) . . . . . . . 13,921 16,379 18,203 19,420 21,779 23,288 24,685 10.0%

Source: Statistics Yearbook of Ningbo 2008-2013; Statistical Bulletin of the National Economic and Social

Development in Ningbo 2013


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From 2007 to 2013, Ningbo’s property market showed a general rising trend, and theinvestment in development projects gradually increased, reaching RMB112.31 billion in 2013,representing a CAGR of 22.5%. In 2013, the total completed area amounted to 8.675 millionsquare meters, the highest for recent seven years, of which residential properties, officeproperties and commercial properties accounted for 53.3%, 9.9% and 11.8% respectively. Thearea of commodity properties sold fluctuated significantly but stayed at a higher level from2007 to 2013, reaching 7.301 million square meters in 2013, of which residential properties,office properties and commercial properties accounted for 79.7%, 6.7% and 7.5% respectively.The average selling price increased by a large margin from 2007 to 2013 at a CAGR of 10.0%,peaking at RMB11,239.8 per square meter in 2012, and fell slightly to RMB11,100.0 per squaremeter in 2013.

Table 2 Statistics of the property market in Ningbo

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)



Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 804.4 448.4 815.2 693.7 526.5 590.2 730.1 -1.6%



Source: Statistics Yearbook of Ningbo 2008-2013; Statistical Bulletin of the National Economic and Social

Development in Ningbo 2013, Statistics Bureau of Ningbo


The total area of residential properties constructed in Ningbo grew rapidly from 2007 to2013, increasing from 19.54 million square meters in 2007 to 36.279 million square meters in2013 at a CAGR of 10.9%. The total area sold fluctuated significantly for the seven years from2007 to 2013 and showed a downward trend in general from 6.58 million square meters in 2007to 5.82 million square meters in 2013 but on a continuous rising trend for the three years from2011 to 2013, increasing by 26.9% in 2013 as compared to 2012. The average selling pricepeaked at RMB11,669.1 per square meter in 2010, fell slightly in 2011 and maintained amodest increase thereafter every year, reaching RMB11,405.0 per square meter in 2013,representing a CAGR of 11.0% for the seven years.


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The total area of office properties constructed in Ningbo increased substantially from2007 to 2013, representing a CAGR of 15.3%. Total area constructed was 6.01 million squaremeters in 2013, representing an increase of 134.8% over 2.559 million square meters in 2007and an increase of 17.3% over 2012. Sales of office properties amounted to RMB4.78 billionin 2013, representing an increase of 29.2% over RMB3.7 billion in 2007, peaked at RMB7.44billion in 2010. The average selling price was RMB9,749.0 per square meter in 2013,representing an increase of 29.1% over RMB7,554.0 per square meter in 2007, peaked atRMB11,037.2 per square meter in 2010.


The total area of commercial properties constructed in Ningbo increased substantiallyfrom 2007 to 2013, representing a CAGR of 20.4%. The total area constructed was 9.12 millionsquare meters in 2013, an increase of 205.3% over 2.987 million square meters in 2007 andan increase of 23.5% over 2012. The total area sold was 550,000 square meters in 2013, anincrease of 29,000 square meters over 2007, representing a CAGR of only 0.9%. Sales for2013 decreased by 9.9% over 2012. The average selling price was on a general rising trend,decreased by 3.4% and 9.4% in 2011 and 2013, respectively, and the average selling priceamounted to RMB13,730.0 per square meter in 2013, representing a CAGR of 7.3% for theseven years.

Xiamen

1.1 Overview

Xiamen, located at the southeast of Fujian province, is one of the four special economiczones that pioneered to implement opening up and reform policies in China, as well as thecross-strait regional financial service centre, the southeast international shipping centre, ademonstration zone for cooperation between cross-strait emerging industries and modernservices, and a modern international port tourism city. In recent years, Xiamen’s economy hasbeen running well and was classified as a new first-tier city on the new city grading list at theend of 2013.


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1.2 Economic overview

Xiamen’s gross national product experienced a year-on-year growth from 2007 to 2013 ata CAGR of 13.6%, and its economy is in a rapid development stage. In general, Xiamen hasa favourable economic environment, which will support the development of the local propertysector.

Table 1 Major economic indicators of Xiamen

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 140.3 161.1 173.7 206.0 253.9 281.5 301.8 13.6%




Total registeredpopulation (’000) . . . . . . . . 1,672.4 1,736.7 1,770.0 1,802.1 1,852.6 1,909.2 1,967.8 2.7%

Permanent populationat the end of year (’000) . . . 3,040.0 3,260.0 3,300.0 3,560.0 3,610.0 3,670.0 3,730.0 3.5%

Urban population (’000) . . . . 1,141.6 118.8 1,420.1 1,450.7 1,495.0 1,545.2 1,596.9 5.8%

Total retail sales ofsocial commodities(RMB billion) . . . . . . . . . . . 41.1 49.6 56.6 68.5 80.0 88.2 97.5 15.5%


Source: Statistics Yearbook of Xiamen 2007-2012; Statistical Bulletin of the National Economic and Social

Development in Xiamen 2013


In the aftermath of the global financial crisis, Xiamen’s economy recovered rapidly from2010 to 2012, driven by the integration inside and outside the island as well as integratedconstruction of Xiamen and Zhangzhou, and achieved a double-digit rapid growth in terms ofinvestments in both fixed assets and property development. The proportion of propertyinvestment in total fixed asset investment maintained a stable level in these three years.Affected by an overall drop in the investment in three major industries in 2013, the city’s fixedasset investment slowed down, realizing a slight increase of 1.1%. Moreover, due to tight landsupplies and the slow down of new commencements of construction area, the growth rate ofproperty investment dropped to 2.5% from 18.4% in the corresponding period of the previousyear.


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In respect of supply, the land supply in Xiamen declined year by year since 2011, resultingin a corresponding decrease in the supply of commodity properties. In respect of tradingvolume, the total transacted area of commodity properties showed an overall continuousupward trend from 2007 to 2013 (except 2010 in which the sales volume was affected by realestate regulation and control policies) with a total sales volume of 7.864 million square metersin 2013, representing a sharp increase of 27.8% over the previous year. From 2007 to 2013,the average selling price of commodity properties showed an upward trend year-on-year(except 2008) with a CAGR of 8.7% for a period of 7 years. In 2013, the overall average sellingprice of commodity properties increased by 11.0% to RMB13,629.7 per square meter.

Table 2 Statistics of the property market in Xiamen

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

Total investments inproperty developmentprojects (RMB billion) . . . . . 34.6 32.7 29.5 39.6 43.8 51.9 53.2 7.4%

Total area ofproperties completed(Ten thousand m2) . . . . . . . 378.6 625.0 711.1 706.6 602.9 422.4 343.0 -1.6%

Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 497.7 389.5 529.3 426.8 445.4 615.3 786.4 7.9%



Source: Statistics Bureau of Xiamen


The land supply in Xiamen declined year by year since 2011. In 2013, the land supply forresidential use hit a record low level in recent years. Continuous contraction of the land marketled to a decrease in the area of commodity properties newly commenced in construction, whichwill curb the supply in the market in future. The effect will be reflected in the new supply overthe next two years.

Historically, the transaction volume of residential properties in Xiamen fluctuated in linewith changes in economic policies. In 2010, the transaction volume fell into stagnancy due tofrequent introductions of real estate regulation and control policies. In 2013, the transactionvolume hit a record high level as buyers with rigid demand poured into the market, anaggregated area of 4.190 million square meters of commodity residential properties wasapproved for sale and an aggregated area of 5.815 million square meters was transacted, anddemand is in excess of supply in general.


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From 2007 to 2013, the area of office properties under construction in Xiamen showed ageneral upward trend with a CAGR of 12.1%. Area of properties completed fluctuated widelyand it is expected that the total area of properties under construction will increase in future dueto the construction of financial centres across the strait.

In respect of selling price, from 2007 to 2013, the average selling price of office propertiesin Xiamen grew at a CAGR of 19.7%. Selling price fluctuated in phases, with a lower sellingprice level in 2007 to 2011 due to the lower grades and locations (mainly outside of the island)of the office properties sold, and a much higher selling price level in 2012 to 2013 due to thehigher grades of the office properties sold.


From 2007 to 2013, the area of commercial properties under construction in Xiamenshowed a general upward trend with a CAGR of 9.0%. The area of properties completedfluctuated widely. From 2007 to 2013, the average selling price of commercial properties grewat a CAGR of 6.9% and reached RMB26,888.0 per square meter in 2013, and the transactedproperties were mainly residential properties with commercial space on ground floor.

Xi’an

1.1 Overview

Xi’an, known as Chang’an in ancient times, is the capital of Shanxi province. Located atthe central part of Guanzhong Plain, it is an important scientific research, educational andindustrial base of China and an important hub city in the western part of China. It is also arenowned historical and cultural city in the world. Xi’an has a long history of more than 3,100years since establishment of the city and used to be China’s capital city for over 1,100 years.It was once the capital of 13 dynasties in the Chinese history and ranks together with Athens,Rome and Cairo as the top four ancient capitals in the world.


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From 2007 to 2013, Xi’an witnessed a rapid economic growth with its GDP growing at aCAGR of approximately 18.8%. Overall speaking, Xi’an has a good economic environment withincreasingly strong demand for urban housing, which will support the development of the realestate industry in Xi’an.

Table 1 Major economic indicators of Xi’an

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 173.7 231.8 272.4 324.2 386.4 436.9 488.4 18.8%

Total fixed assetinvestment (RMB billion) . . 143.5 190.6 250.0 325.1 335.2 424.3 513.5 23.7%



Total population (’000) . . . . 8,305.4 8,375.2 8,434.6 8,474.1 8,513.4 8,552.9 8,588.1 0.6%

Urban population (’000) . . . . 5,489.9 5,651.6 5,814.0 5,847.1 5,967.9 6,116.2 6,187.7 2.0%

Total retail sales ofsocial commodities(RMB billion) . . . . . . . . . . 92.2 115.4 138.1 161.1 193.5 223.6 254.8 18.5%

Per capita totalexpenditure of urbanhouseholds (RMB) . . . . . . . NA NA NA NA NA 21,434.0 23,848.0 NA

Source: Statistical Bulletin of the National Economic and Social Development in Xi’an 2007-2013


— V-64 —


The property market in Xi’an experienced a rapid growth since 2007. By the end of 2013,total investments in property development projects amounted to approximately RMB159.60billion, 4 times that in 2007. Meanwhile, the annual average area of commodity properties soldin Xi’an was more than 10 million square meters, representing a CAGR of 29.3%, and theaverage selling price of commodity properties increased from RMB3,388.6 per square meterin 2007 to RMB 6,613.4 per square meter in 2012, evidencing that the property market in Xi’anis in a state of steady and robust development.

Table 2 Statistics of the property market in Xi’an

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

Total investments inproperty developmentprojects (RMB billion) . . . . . 38.7 54.0 69.6 84.2 100.3 128.2 159.6 26.6%

Total area ofproperties completed(Ten thousand m2) . . . . . . . 836.0 1,076.1 542.8 463.7 634.0 1,063.7 795.4 -0.8%

Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 832.5 758.8 1,256.0 1,587.8 1,778.0 1,538.9 NA 13.1%

Sales of commodityproperties (RMB billion) . . . 28.2 31.8 48.9 70.7 109.1 101.8 NA 29.3%

Average selling priceof commodity properties(RMB/m2) . . . . . . . . . . . . . . 3,388.6 4,184.8 3,889.7 4,452.7 6,137.8 6,613.4 NA 14.3%

Source: Statistical Bulletin of the National Economic and Social Development in Xi’an 2007-2013, Statistical Yearbook

of Xi’an 2007-2012


Along with the rapid development of the overall property market, the residential propertymarket in Xi’an, as a major driving force, was in an upward trend in the past seven years. Bycomparing the statistical data of the whole property market with that of the residential propertymarket, it could be found that the property market in Xi’an was mainly focused on residentialproperties, which accounted for a weight of more than 90% in the property market as a wholein terms of area of properties completed, area of properties sold and sales of properties. Since2007, the annual average area of properties completed in the residential property market ofXi’an remained at a level above 4 million square meters, the annual average area of propertiessold remained at a level above 10 million square meters and the average selling priceincreased at a CAGR of 15.6%. By the end of 2012, the average selling price of residentialproperties in Xi’an amounted to RMB6,631.9 per square meter. The residential property marketis relatively healthy in general with strong demand.


— V-65 —


Although the office market in Xi’an started relatively late, it has been experiencing a rapidgrowth since 2010. The area of office properties newly under construction in Xi’an increasedsharply from 0.32 million square meters in 2010 to 1.51 million square meters in 2013,indicating the office properties in Xi’an were well received by increasingly more investors. Inrespect of the market demand, the area of properties sold in the recent five years remainedrelatively stable with an annual average area of properties sold of approximately 0.3 millionsquare meters. The selling price increased from RMB5,277 per square meter in 2009 toRMB8,962 per square meter in 2013, representing a CAGR of approximately 14%. However,in view of the fact that the area of properties sold in the recent two years is relatively small ascompared to the area of properties newly under construction, there is risk of oversupply in thefuture.


Since 2008, the commercial property market in Xi’an stepped into a period of rapiddevelopment, particularly since 2010 when the State introduced policies to restrict purchasesand loans for residential properties which led property developers to shift their businessdevelopment focus to commercial properties gradually. By 2013, the area of commercialproperties newly under construction in Xi’an amounted to approximately 2.73 million squaremeters, nearly 4 times of that in 2008 and much higher than the area of properties completedand the area of properties sold during the same period, which indicates that, in future, Xi’anmight have a sharp increase in the supply of commercial properties. In respect of selling price,the average selling price of commercial properties in Xi’an increased from RMB6,869 persquare meter in 2008 to RMB14,085 per square meter in 2011 and then began to fall. As at theend of 2013, the average selling price of commercial properties in Xi’an fell to approximatelyRMB11,679 per square meter, reflecting investors’ concern over the commercial propertymarket in Xi’an.

Changzhou

1.1 Overview

Changzhou, located at the south of the Yangtze River and the bank of Taihu Lake, is aprovincial city of Jiangsu province. It sits at the heart of the Yangtze River Delta and is facingShanghai and Nanjing in equal distance. Changzhou, together with Suzhou and Wuxi, jointlyform the Suzhou-Wuxi-Changzhou metropolitan region. Changzhou has a total area of 4,385square kilometres and consists of five districts and two county-level cities, namely TianningDistrict, Zhonglou District, Qishuyan District, Xinbei District, Wujin District, Liyang City andJintan City. As at the end of 2013, it had a registered population of 3.659 million.


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From 2007 to 2013, Changzhou had a strong momentum in economic growth with its GDPgrowing steadily at a CAGR of 14.7%. In general, the economic environment of Changzhou isgood.

Table 1 Major economic indicators of Changzhou

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 191.4 226.6 25.2 304.5 358.1 397.0 436.1 14.7%

Total fixed asset investment(RMB billion) . . . . . . . . . . 120.4 144.8 170.5 210.4 233.9 276.0 290.3 15.8%


Per capita disposableincome of urbanresidents (RMB) . . . . . . . . 19,089.0 21,592.0 23,751.0 26,269.0 29,829.0 33,857.0 36,946.0 11.6%

Total population (million) . . 3.6 3.6 3.6 3.6 3.6 3.6 3.7 0.4%

Urban population (million) . 2.6 2.7 2.7 2.9 3.0 3.1 3.23 3.0%



Source: Statistical Yearbook of Changzhou 2008-2013, Statistical Bulletin of the National Economic and Social

Development in Changzhou 2013


In recent years, the property market in Changzhou maintained a good momentum forvigorous development. Completed investments in property development had a leap growth in2010 and grew steadily in the following years. In 2013, the investments in propertydevelopment amounted to RMB69.88 billion in Changzhou, representing an increase of 17.1%over the previous year.

In respect of average selling price, the market price remained stable. The impact ofmacro-control policies on the property market in Changzhou was still lingering. In 2012, thedemand for various types of properties declined to different extents and the average sellingprice of commodity properties in the city amounted to approximately RMB6,809.0 per squaremeter, representing a decrease over the previous year.


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Table 2 Statistics of the property market in Changzhou

2007 2008 2009 2010 2011 2012

CAGR(2007-2012)

Total investments in propertydevelopment projects (RMB billion) . . 22.5 30.9 30.6 44.7 56.6 59.7 21.5%

Total area of properties completed(Ten thousand m2) . . . . . . . . . . . . . . 616.3 685.1 749.8 732.5 682.2 927.3 8.5%

Total area of commodity propertiessold (Ten thousand m2) . . . . . . . . . . 579.5 504.5 922.6 915.8 661.1 756.8 5.8%

Sales of commodityproperties (RMB billion) . . . . . . . . . . 22.9 22.0 44.6 55.3 48.5 51.5 17.7%

Average selling price of commodityproperties (RMB/m2) . . . . . . . . . . . . 3,943.5 4,363.0 4,831.5 6,040.9 7,339.5 6,809.0 11.5%

Source: Statistical Yearbook of Changzhou 2008-2013, Statistical Bulletin of the National Economic and SocialDevelopment in Changzhou


In 2013, property investments were still dominated by investments in residentialproperties with completed investment at RMB47.62 billion, accounting for 68.1% of propertydevelopment investments. Due to macro control policies on the residential property market,the average selling price of residential properties was RMB6,516.1 per square meter in 2012,at roughly the same level as in the previous year.


In 2013, investments in office properties increased remarkably by 43.4% over theprevious year. Average selling price of office properties was RMB6,719 per square meter in2012, a decrease of 11.0% over the previous year, primarily due to a significant increase insupply and a lack of demand.


In 2012, the average selling price of commercial properties in Changzhou amounted toRMB11,385.1 per square meter, representing an increase of 3.2% over the previous year anda CAGR of 12.9% since 2007. In recent years, the sales of commercial properties inChangzhou grew at a relatively high level, which led to rigidity in selling prices.

Yichang

1.1 Overview

Yichang is located at the south-western part of Hubei province, the junction of theupstream and midstream of the Yangtze River and a transitional zone between the mountainarea in the western part of Hubei and Jianghan Plain. Yichang was named as Yiling in ancienttimes after its picturesque description “the rivers turn broad and smooth upon flowing here,and the mountains evolve into hilly lands upon reaching this land”, and is the birthplace ofBachu culture and the hometown of Qu Yuan, a historic and cultural celebrity in the world, and


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Wang Zhaojun, a beauty contributed to national unity in ancient China. Yichang is strategicallylocated at the junction of the upstream and midstream of the Yangtze River, with Sichuanprovince to the west as well as Jinzhou and Xiangyang to the east. It enjoys a reputation of“the gate to Three Gorges” and “the throat of Sichuan and Hubei provinces”, and is thus ofgreat military strategic importance and a gathering place for numerous merchants.


As an economic centre for the western part of Hubei province, the northern part of Hunanprovince and the eastern part of Chongqing, Yichang experienced a rapid economic growthwith a CAGR of 22.8% in GDP from 2007 to 2013. In general, Yichang has a good economicenvironment with fast urbanization, which will support the development of the property marketin Yichang.

Table 1 Major economic indicators of Yichang

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 82.1 102.7 124.6 154.8 214.1 250.9 281.8 22.8%


Foreign direct investment(US$ million) . . . . . . . . . . . 136.0 160.1 181.4 206.5 185.2 229.0 270.0 12.1%

Per capita disposableincome of urbanresidents (RMB) . . . . . . . . 10,238 11,733 12,843 14,282 16,451 18,775 20,934 12.7%

Total population (’000) . . . . 403.0 403.9 404.6 406.0 406.9 408.8 409.8 0.3%

Urban population (’000) . . . 178.7 186.2 194.0 202.4 211.2 219.1 224.4 3.9%

Total retail sales of socialcommodities (RMB billion) . 31.1 38.8 47.0 55.1 63.6 73.9 86.0 18.5%


Source: Statistical Bulletin of Yichang, Statistics Bureau of Yichang


In line with the PRC real estate industry, Yichang saw a continuous decrease in marketdemand in 2012 due to the regulation and control policies implemented by the PRCgovernment to cool down the real estate industry. The market experienced a serious conditionwhere the transaction price of properties began softening and the wait-and-see marketsentiment was strong. Sales volume of properties in Yichang grew considerably in 2013 as thePRC real estate market recovered. Sales amount of commodity properties increasedsubstantially by 34.8% to RMB21.7 billion.


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The investment amount of property development in Yichang increased rapidly at a CAGRof 26.9% from 2007 to 2013, while total investment in property grew by 29% in 2013. Salesarea and sales amount of commodity properties increased year after year and the CAGR of theaverage selling price reached 10.5%. Due to the regulation and control over the propertymarket, selling price in 2013 fell slightly as compared to of 2012.

In general, the residential property market in Yichang is better developed than thecommercial and office property market. In 2012, the total annual sales of residential propertiesin Yichang reached approximately RMB11.4 billion, while total sales amount of officeproperties and commercial properties amounted to only RMB103 million and approximatelyRMB4.28 billion respectively.

Table 2 Statistics of the property market in Yichang

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

Total investments inproperty developmentprojects (RMB billion) . . . . 4.9 5.7 7.9 10.6 13.7 17.7 20.3 26.9%


Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 214.6 140.8 204.1 231.4 371.2 328.6 460.1 13.6%


Average selling priceof commodity properties(RMB/m2) . . . . . . . . . . . . . 2,585 2,999 3,164 3,759 4,414 4,900 4,712 10.5%

Source: Statistical Bulletin of Yichang, Statistics Bureau of Yichang


According to the performance of the residential property market in Yichang, rigid demandaccounts for a large market share and the market was dominated by first-time home buyersand first-time home upgraders. Complying with this market rule of positive competition, theproperty market in Yichang has always maintained healthy and stable development. Due to therapid development of the residential property market in Yichang and booming supply anddemand in recent years, selling price has risen steadily, with a CAGR of approximately 7.0%between 2007 and 2013.


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The office property market in Yichang started to develop at a relatively late stage butshowed a new picture for development in recent years. From 2007 to 2013, the CAGR ofvarious indicators remained at a high level of approximately 30% and the price increase wasrelatively flat. After the peak point in 2011, the market was in a downward trend in the recenttwo years.

In recent years, as the State introduced more austerity measures to regulate the propertymarket and adopted policies to discourage investments in residential properties, someinvestors have shifted their focus to commercial properties. As a part of commercial properties,office properties were actively traded with a high volume. However, the number of high-endoffice buildings in Yichang is limited and some office buildings at strategic locations have theirweak points, such as old facilities, limited parking lots and inadequate ancillary facilities.


The retail property market in Yichang developed rapidly in recent years. Affected by thedownturn of macro economy in 2009, the retail property market was sluggish, but rapidlypicked up in 2010 with skyrocketing sales growth and surging unit price. From 2007 to 2012,the area of commercial properties sold grew at a CAGR of 14.8%, sales increased by 42.5%and selling price reached RMB11,943 per square meter in 2012. The investment potential ofcommercial properties is huge.

Qingdao

1.1 Overview

Qingdao is located in the southern part of Shandong Peninsula, and borders the YellowSea to the east and south, adjacent to Yantai in the northeast, and links with Weifang to thewest and Rizhao to the southwest. Qingdao has a total land area of 11,282 square kilometresand a total coastline length of 862.64 kilometres (including 730.64 kilometres of mainlandcoastline, accounting for 1/4 of the coastline length of Shandong province). Starting fromDecember 2012, the territory of Qingdao has been changed from seven districts and fivecounty-level cities to six districts and four county-level cities. Shibei district and Sifang districthave been merged into the new Shibei district, while Huangdao district and Jiaonan city havebeen merged into the new Huangdao District.


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According to Qingdao Municipal Bureau of Statistics, Qingdao’s GDP grew steadily at aCAGR of 13.5% from RMB375.02 billion in 2007 to RMB800.66 billion in 2013. In 2013, theConsumer Price Index of Qingdao increased by 2.5% over 2012. Benefiting from the growth inper capita disposable income of urban residents at a CAGR of 12.0% from RMB17,856.0 in2007 to RMB35,227.0 in 2013, urban residents have a better standard of living.

Table 1 Major economic indicators of Shandong province

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 2,577.7 3,093.3 3,389.7 3,917.0 4,536.2 5,001.3 5,468.4 13.4%Total fixed assetinvestment (RMB billion) . . 1,253.7 1,543.6 1,903.1 2,327.7 2,677.0 3,125.6 3,587.6 19.2%Foreign direct investment(US$ billion) . . . . . . . . . . . 11.0 8.2 8.0 9.2 11.2 12.4 14.1 4.1%Per capita disposableincome of urbanresidents (RMB) . . . . . . . . 14,264.7 16,305.4 17,811.0 19,945.8 22,791.8 25,755.2 28,264.0 12.1%Total population (million) . . 93.5 93.9 94.5 95.4 95.9 95.8 NA 0.4%*Urban population (million) . 34.4 35.3 35.5 38.4 39.5 40.2 NA 2.7%*Total retail sales ofsocial commodities(RMB billion) . . . . . . . . . . 860.7 1,065.9 1,236.3 1,462.0 1,715.5 1,965.2 2,174.5 16.7%Per capita totalexpenditure of urbanhouseholds (RMB) . . . . . . . 9,666.6 11,006.6 12,012.7 13,118.2 14,560.7 15,778.2 17,112.0 10.0%


Source: Statistical Yearbook of Shandong Province 2013, Statistical Bulletin of Shandong Province 2013

Table 2 Major economic indicators of Qingdao

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 375.0 440.2 485.4 566.6 661.6 730.2 800.7 13.5%Total fixed assetinvestment (RMB billion) . . 163.5 201.9 245.9 302.2 350.3 415.4 502.8 20.6%Foreign direct investment(US$ million) . . . . . . . . . . . 3,825.0 3,045.1 2,715.0 4,757.2 5,285.0 6,002.3 5,522.0 6.3%Per capita disposableincome of urbanresidents (RMB) . . . . . . . . 17,856.0 20,464.0 22,368.0 24,998.0 28,567.0 32,145.0 35,227.0 12.0%Total population (’000) . . . . 7,579.9 7,615.6 7,629.2 7,636.4 7,663.6 7,695.6 NA 0.3%*Urban population (’000) . . . 2,755.5 2,762.5 2,754.7 2,755.0 2,770.9 2,795.7 NA 0.3%*Total retail sales ofsocial commodities(RMB billion) . . . . . . . . . . 121.6 149.2 173.0 196.1 230.2 263.6 290.4 15.6%Per capita totalexpenditure of urbanhouseholds (RMB) . . . . . . . 13,376.0 14,999.0 16,080.0 17,531.0 19,297.0 20,391.0 22,060.0 8.7%


Source: Statistical Yearbook of Qingdao 2013, Statistical Bulletin of Qingdao 2013


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As an important growth pole of the Bohai Rim Economic Circle and the Northeast AsiaEconomic Circle, Qiangdao is strongly appealled to tourists and investors and the localproperty market has been heating up persistently in recent years. Total investment in propertydevelopment projects in Qingdao increased at a CAGR of 21.7% from RMB32.24 billion in2007 to RMB104.85 billion in 2013. Average selling price of commodity properties in Qingdaorose from RMB4,907.8 per square meter in 2007 to RMB8,434.8 per square meter in 2013,representing a CAGR of 9.4%. The following table sets out certain statistics relating to theproperty market in Qingdao for the years indicated.

Table 3 Statistics of the property market in Qingdao

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

Total investment inproperty developmentprojects (RMB billion) . . . . 32.2 38.1 45.9 60.2 78.3 93.0 104.9 21.7%

Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 883.0 770.0 1,262.0 1,360.0 1,026.0 951.0 1,160.2 4.7%


Average selling priceof commodityproperties (RMB/m2) . . . . . . 4,907.8 5,096.3 5,575.9 6,583.0 7,507.2 8,055.4 8,434.8 9.4%

Source: Statistical Yearbook of Qingdao 2013, Statistical Bulletin of Qingdao 2013

Wuxi

1.1 Overview

Wuxi is situated along the bank of Taihu Lake which lies in the southeast part of Jiangsuprovince, bordering Suzhou to the east, Changzhou to the west, Taihu Lake to the south andZhangjiagang to the north. As an important traffic hub in Eastern China, Wuxi is the secondlargest industrial city in Jiangsu province and China’s economic centre and major tourism city,boasting well-established urban infrastructures, high starting-point and rapid development.Wuxi is not only an international leisure tourist resort city, but also an ancient and importantindustrial and commercial city, where the light textile industry develops early with a highstandard. As a modern city which develops rapidly, Wuxi has been identified as a provincialinvestment city and one of the major regions for foreign investment in Jiangsu province inrecent years.


Benefiting from its effort to adjust its economic structure, further the reform policy andtransform the mode of economic growth in recent years, Wuxi’s economy shows a favorabledevelopment trend. Currently, Wuxi ranks the second in Jiangsu province in terms ofcomprehensive strength, second only to Suzhou. Various economic indicators continued to


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maintain the upward trend from 2007 to 2013. In 2013, the GDP of Wuxi amounted to RMB807billion, representing an increase of 9.3% over the previous year in terms of comparable price.The income of urban residents in Wuxi increased steadily in recent years, and the per capitadisposable income amounted to RMB38,999 in 2013, representing an increase of 9.4% overthe previous year.

Table 1 Major economic indicators of Jiangsu province

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 2,601.8 3,098.2 3,445.7 4,142.5 4,911.0 5,405.8 5,916.2 14.7%

Total fixed assetinvestment (RMB billion) . . 1,226.8 1,506.0 1,895.0 2,318.4 2,669.4 3,208.7 3,598.3 19.6%


Per capita disposableincome of urbanresidents (RMB) . . . . . . . . 16,378.0 18,680.0 20,552.0 22,944.0 26,341.0 29,677.0 32,538.0 12.1%

Total population (million) . . 73.5 73.9 74.2 74.7 75.1 75.5 79.4 1.3%

Urban population (million) . 41.1 42.2 43.4 47.7 48.9 49.9 NA NA

Total retail sales ofsocial commodities(RMB billion) . . . . . . . . . . 798.6 990.5 1,148.4 1,360.7 1,598.8 1,833.1 2,065.7 17.2%


Source: Statistical Yearbook of Jiangsu Province 2008-2013, Statistical Yearbook of Jiangsu Province 2013

Table 2 Major economic indicators of Wuxi

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

GDP (RMB billion) . . . . . . . 388.0 446.1 499.2 579.3 688.0 756.8 807.0 13.0%



Per capita disposableincome of urbanresidents (RMB) . . . . . . . . 20,898 23,605 25,027 27,750 31,638 35,663 38,999 11.0%

Total population (million)* . 4.6 4.6 4.7 4.7 4.7 4.7 4.7 0.4%


Per capita totalexpenditure of urbanhouseholds (RMB) . . . . . . . 12,257 13,563 15,619 17,068 19,780 23,000 25,392 12.9%

Note: * Total population is based on registered population and urban population data is not available

Source: Statistical Yearbook of Wuxi 2008-2013, Statistical Bulletin of Wuxi 2013


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In recent years, the property market in Wuxi maintained a stable momentum in general,and the growth rate of investment in property development stayed at a stable level. Due to therecovery of the land market and sufficient supply of commodity properties, the trading volumein the property market remained stable and the selling price of commodity properties roseslightly.

In 2013, investment in property development in Wuxi reached RMB112.89 billion, up by15.9% over the previous year, representing a CAGR of 20% compared with 2007. After hittingthe peak in 2010, the area of completed commodity properties fell in two consecutive yearsand rebounded to 11.508 million square meters in 2013, up by 39.3% over the previous year.The sales area of commodity properties for the full year amounted to 9.094 million squaremeters, decreased by 1.8%. The sales amount of commodity properties for the full year wasRMB71.58 billion, decreased by 7.8% over 2012. Affected by the trading structure, averageselling price of commodity properties amounted to RMB7,871 per square meter in 2013, fell by9.5% as compared to the same period of the previous year.

Table 3 Statistics of the property market in Wuxi

2007 2008 2009 2010 2011 2012 2013

CAGR(2007-2013)

Total investments inproperty developmentprojects (RMB billion) . . . . 37.8 45.0 46.3 61.3 87.8 97.4 112.9 20.0%

Total area ofproperties completed(Ten thousand m2) . . . . . . . 737.5 711.4 719.8 1,209.3 939.1 826.0 1,150.8 7.7%

Total area of commodityproperties sold(Ten thousand m2) . . . . . . . 767.7 537.4 1,110.8 1,045.1 659.9 926.3 909.4 2.9%


Average selling priceof commodityproperties (RMB/m2) . . . . . 4,572.8 5,375.5 5,997.0 7,764.6 8,637.4 8,384.9 7,870.6 9.5%

Source: Statistical Yearbook of Wuxi 2008-2013, Statistical Bulletin of Wuxi 2013


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TAXATION OF OUR COMPANY

PRC Taxation

Business Tax

Pursuant to the Provisional Regulations of the PRC on Business Tax (《中華人民共和國營業稅暫行條例》) issued by the State Council on 13 December 1993 and as amended on 10November 2008 and effective as of 1 January 2009 and the Detailed Implementation Rules onthe Provisional Regulations of the PRC on Business Tax (《中華人民共和國營業稅暫行條例實施細則》) issued by the Ministry of Finance on 25 December 1993 and as amended on 15December 2008 and effective as of 1 January 2009, and further revised on 28 October 2011,the tax rate on transfers of immovable properties, their superstructures and attachments is 5%.

Land Appreciation Tax

Under the Provisional Regulations of the PRC on Land Appreciation Tax (《中華人民共和國土地增值稅暫行條例》) promulgated by the State Council on 13 December 1993 and amendedon January 8, 2011, and its implementation rules, Land Appreciation Tax (“LAT”), applies toboth domestic and foreign investors, irrespective of whether they are corporate entities orindividuals. LAT is payable on the appreciation in value representing the balance of theproceeds received on sales, after deducting various prescribed items. LAT is charged atprogressive rates ranging from 30% to 60%. Apart from the aforementioned deductible items,property developers enjoy an additional deduction, which is equal to 20% of the payment madefor acquisition of land use rights and the costs of land development and the construction ofnew buildings or related facilities. An exemption from payment of LAT may be available if thetaxpayer constructs ordinary residential apartments and the appreciation amount does notexceed 20% of the sum of deductions allowed under PRC laws. If, however, the appreciationamount exceeds 20% of the sum of allowable deductions, such exemption will not beapplicable and the taxpayer will be liable to LAT on the full appreciation amount, after takingaccount of the allowable deductions. The allowable deductions include the following items:

• the sum paid for the acquisition of land use rights;

• costs and expenses for the development of land;

• costs and expenses for the construction of new buildings and facilities, or theassessed value for used properties and buildings;

• taxes related to the transfer of real estate; and

• other deductible items as stipulated by the Ministry of Finance.

APPENDIX VI TAXATION AND FOREIGN EXCHANGE

— VI-1 —

LAT is charged at progressive rates ranging from 30% to 60% of the appreciation value(i.e. the balance as described above).

Appreciation value LAT rates

(%)

For the portion

Not exceeding 50% of allowable deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Over 50% but not more than 100% of allowable deductions . . . . . . . . . . . . . . . . . . . . . . 40

Over 100% but not more than 200% of allowable deductions . . . . . . . . . . . . . . . . . . . . . 50

Over 200% of allowable deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

An exemption from payment of LAT may be available if the taxpayer constructs ordinarystandard residential apartments and the appreciation amount does not exceed 20% of the sumof deductions allowed under PRC laws.

On 28 December 2006, the SAT promulgated the Notice on the Settlement Managementof Land Appreciation Tax on Real Estate Enterprises (《關於房地產開發企業土地增值稅清算管理有關問題的通知》), which became effective on 1 February 2007. According to the notice, theLAT should be settled based on the property development project as a unit as approved by therelevant authority. For a project developed in stages, the LAT should be settled based on eachindividual stage of the project.

PRC Deed Tax

Under the Provisional Regulations of the PRC concerning Title Deed Taxes (《中華人民共和國契稅暫行條例》) which took effect on 1 October 1997 deed tax applies to entities andindividuals that accept the transfer of land use rights and building ownership within the territoryof China.

The transfer of land use rights and building ownership refer to the following acts:

• assignment of the right to use state-owned land;

• transfer of land use rights, including the transfer by means of sale, gift andexchange, excluding the transfer of the right contract for the management of ruralcollective land;

• purchase and sale of houses;

• gift of houses; and

• exchange of houses.

According to the Implementation Rules of Provisional Regulation concerning Title DeedTaxes (《中華人民共和國契稅暫行條例細則》), a deed tax is chargeable to transferees of landuse rights and/or property ownership within the territory of China.


— VI-2 —

The rate of deed tax will, within the range of 3%-5%, be determined by the PRCgovernment agencies of provincial, autonomous region or municipal level in light of the actualconditions of the underlying properties in respective areas and shall be reported to the Ministryof Finance and the SAT.

The deed tax may be reduced or exempted under the following circumstances:

• For the acceptance of land and houses by state agencies, institutions, socialorganisations and military units for office, teaching, medical service, scientificresearch and military facilities, the deed tax will be exempted;

• For the initial purchase of state-owned residential houses by urban and townshipworkers and staff members according to the relevant laws and regulations, the deedtax will be exempted;

• For the purchase of residential houses in replacement of houses damaged ordestroyed due to force majeure, the tax may be reduced or exempted upon approval;and

• Any other types of reduction or exemption provided by the Ministry of Finance.

Reduction or exemption of deed tax will not be applicable if the relevant land or house andthe change of use is no longer within the above scope, and an amount of tax equivalent to thetax reduction or exemption shall be repaid.

On 29 September 2010, Ministry of Finance, SAT and MOHURD issued a Notice onAdjustment to Deed Tax with respect to Real Estate Transactions and Preferential Policies forPersonal Income Tax (《關於調整房地產交易環節契稅個人所得稅優惠政策的通知》), whichbecame effective on 1 October 2010. According to the notice, for individuals to purchaseordinary housing which is the only housing to the individual’s family, including the purchaser,spouse and minor children, the deed tax should be halved and for individuals to purchaseordinary housing of 90 sq.m. or below which is the only housing to the individual’s family, therate of deed tax is 1%.

Income Tax

According to the PRC Enterprise Income Tax Law (《中華人民共和國企業所得稅法》 (the“EIT Law”) enacted by the National People’s Congress on 16 March 2007 and relevantimplementation rules enacted by the State Council on 6 December 2007 both effective on 1January 2008, a uniform income tax rate of 25% will be applied towards PRC enterprises,foreign-invested enterprises and foreign enterprises which have set up production andoperation facilities in the PRC. The EIT Law also permits enterprises to continue to enjoy theirexisting tax incentives, adjusted by certain phase-out rules, under which enterprises that weresubject to an EIT rate lower than 25% prior to 1 January 2008 may continue to enjoy the lowerrate and gradually transit to the new EIT rate within five years after the effective date of theEIT Law, that is 18% in 2008, 20% in 2009, 22% in 2010, 24% in 2011 and the new statutoryEIT rate of 25% from 2012 onwards. In addition, under the phase-out rules, enterprises


— VI-3 —

established before the promulgation date of the EIT Law and which were granted tax holidays(such as a two-year exemption and three years of reduction by 50% and a five-yearexemptions and five years of reduction by 50%) under the then effective tax laws or regulationsmay continue to enjoy their tax holidays until their expiration.

According to the Notice of the State Administration of Taxation on the Prepayment ofEnterprise Income Tax of the Real Estate Development Enterprises (《關於房地產開發企業所得稅預繳問題的通知》)(Guo Shui [2008] No.299) issued by the SAT on 7 April 2008, effective on1 January 2008 and amended on 4 January 2011, where a real estate development enterpriseprepays the EIT by quarter or month based on actual profit of current year, for the incomesgenerated from the advance sale prior to the completion of such development projects asresidential houses, commodity houses and other buildings, fixtures or supporting facilitieswhich are developed and built by the real estate development enterprise, the tax prepaymentthereof shall be calculated based on estimated profit and shall be adjusted according to theactual profit after such development projects are completed and the tax costs are settled.

The Notice of the State Administration of Taxation on Issuing the Measures forthe Treatment of Enterprise Income Tax on Real Estate Development and OperationBusinesses (《國家稅務總局關於印發〈房地產開發經營業務企業所得稅處理辦法〉的通知》) issuedby the SAT on 6 March 2009 and effective on 1 January 2008 specifically stipulates the rulesregarding tax treatment of income, cost deduction, verification of tax cost and certain itemswith respect to real property development enterprise according to the EIT Law and the EITRules.

Real Estate Tax

Properties owned by an enterprise will be subject to real estate tax at variable ratesdepending on locality. Real estate tax is applicable at a rate of 1.2% of the original value ofthe building less a standard deduction which ranges from 10% to 30% (to be determined bylocal governments) of the original value or at a rate of 12% of the rental income. Certainlocalities have imposed such tax.

Municipal Maintenance Tax

According to the PRC Provisional Regulations on Municipal Maintenance Tax (《中華人民共和國城市維護建設稅暫行條例》) promulgated by the State Council in February 1985 andamended on January 8, 2011, a taxpayer of product tax, VAT or business tax is required to paya municipal maintenance tax calculated on the basis of product tax, VAT and business tax. Thetax rate is 7% for a taxpayer in an urban area, 5% in a county or a town, and 1% for a taxpayernot in any urban area or county or town.

Education Surcharge

According to the Provisional Provisions on Imposition of Education Surcharge (《徵收教育費附加的暫行規定》) promulgated by the State Council on April 28, 1986 and subsequentlyamended on June 7, 1990, August 20, 2005 and January 8, 2011, any taxpayer of consumptiontax, VAT, or business tax is liable for an education surcharge, unless such taxpayer is required


— VI-4 —

to pay a rural area education surcharge as provided by the Notice of the State Council onRaising Funds for Schools in Rural Areas (《國務院關於籌措農村學校辦學經費的通知》), whichwas promulgated on December 13, 1984. The education surcharge rate is 3% calculated onthe basis of consumption tax, VAT and business tax.

TAXATION APPLICABLE TO SHAREHOLDERS

Dividend-related Tax

Individual Investors

Pursuant to the Individual Income Tax Law of the People’s Republic of China (《中華人民共和國個人所得稅法》) (the “Individual Income Tax Law”), as amended, and its implementationrules, dividends paid to individuals by PRC companies are subject to a withholding tax at a rateof 20%. For a foreign individual shareholder who is not a PRC resident, pursuant to the SATNotice on the Issues concerning the Individual Income Tax after the Repeal of Guo Shui Fa[1993] No. 045 Circular (《國家稅務總局關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》) (Guo Shui Han [2011] No. 348) issued by the SAT on 28 June 2011, the receiptof dividends on H Shares of the Company is subject to a withholding tax at a rate ranging from5% to 20% (usually 10%) depending on the applicable tax treaty between the PRC and thenation or region in which the foreign resident resides. For the individual holders of H sharesreceiving dividends who are citizens of countries that have entered into a tax treaty with thePRC with tax rates lower than 10%, the non-foreign-invested enterprise whose shares arelisted in Hong Kong may apply on behalf of such holders for relevant preferential tax treatmentand, upon approval by the tax authorities, the extra tax withheld will be refunded. For foreignresidents of nations or regions that have not entered into a tax treaty with the PRC, the tax rateon dividends is 20%.

Enterprises

Pursuant to the Arrangement between the Mainland of China and the Hong Kong SpecialAdministrative Region on the Avoidance of Double Taxation and the Prevention of FiscalEvasion with Respect to Tax on Income (《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》) which was executed on 21 August 2006 and became effective on 8 December2006, the PRC government may impose tax on dividends paid to a Hong Kong residentincluding natural person and legal entity from a PRC company, but such tax shall not exceed10% of the total sum of the dividends payable. If a Hong Kong resident holds 25% or more ofequity interest in a PRC company, such tax shall not exceed 5% of the total sum of dividendspayable by such PRC company. Pursuant to the Enterprise Income Tax Law of the People’sRepublic of China effective from 1 January 2008 and its implementation rules, a non-residententerprise which has not established a representative office or other premises or whoseestablished representative office or premise is not actually related to the dividends and bonusreceived shall be subject to a 10% enterprise income tax on its revenues derived in the PRC.Such withholding tax may be reduced or exempted pursuant to an applicable double taxationtreaty.

Pursuant to the Notice on Issues concerning the Withholding and Payment of EnterpriseIncome Tax on the Dividends Paid by PRC Resident Enterprises to Overseas Non-residentCorporate H-share Holders (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》) promulgated by the SAT and became effective on 6 November 2008,


— VI-5 —

a PRC resident enterprise shall withhold and pay the enterprise income tax at a uniform rateof 10% in respect of dividend distributions made for the year 2008 and beyond. Reply of theState Administration of Taxation on Imposition of Enterprise Income Tax on Dividends Derivedby Non-resident Enterprise from Holding Stock such as B-shares (《國家稅務總局關於非居民企業取得B股等股票股息徵收企業所得稅問題的批復》), which was issued by the SAT and came intoeffect on July 24,2009, further provides that any PRC-resident enterprise that is listed onoverseas stock exchanges must withhold enterprise income tax at a rate of 10% on dividendsof 2008 and after that is distributes to non-resident enterprise. Such withholding tax may bereduced or exempted pursuant to an applicable double taxation treaty.

Tax Treaties

Investors who are not PRC residents but either reside in countries which have enteredinto double-taxation treaties with the PRC or reside in Hong Kong or Macau SpecialAdministrative Region of the PRC may be entitled to a reduction of the withholding tax imposedon the dividends paid to such investors by a PRC company. The PRC has signeddouble-taxation avoidance arrangements with Hong Kong SAR and Macau SAR respectively,and has double-taxation treaties with a number of other countries, including but not limited tothe United States, Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands,Singapore and the United Kingdom. Under each of these double taxation avoidance treaties orarrangements, the rate of withholding tax imposed by taxation authorities in the PRC may bereduced.

Share Transfer-related Tax

Individual Investors

According to the Individual Income Tax Law and the Regulations for Implementation ofThe Individual Income Tax Law of The PRC (《中華人民共和國個人所得稅法實施條例》), theincome from individual properties transfer is subject to the Individual Income Tax Law at a taxrate of 20%. The Regulation on the Implementation of the Individual Income Tax Law alsostipulates that, the measure to impose the Individual Income Tax Law for shares transfer shallbe determined separately by the Ministry of Finance under the State Council and to beimplemented after an approval is obtained by the State Council. However, such measure is yetto be publicly implemented to date. Pursuant to Notice On Continuing The Income Tax-FreePolicy On the Share Transfer of Individual Holders (《關於個人轉讓股票所得繼續暫免徵收個人所得稅的通知》) (Cai Shui Zi No. [1998]61) promulgated on March 30, 1998 and implemented bythe Ministry of Finance and SAT, from January 1, 1997 onwards, the income from transfer ofshares of listed companies by individuals continues to provisionally exempt from the IndividualIncome Tax Law. While Notice of Issues concerning the Individual Income Tax on Individuals’Income from the Transfer of Restricted Shares of Listed Companies (《關於個人轉讓上市公司限售股所得徵收個人所得稅有關問題的通知》) (Cai Shui No. [2009]167) was promulgated onDecember 31, 2009 by the Ministry of Finance, SAT and CSRC, which expressly stipulates thatfrom January 1, 2010 onwards, the income from the transfer of limited shares of listedcompanies by individuals is subject to the Individual Income Tax Law at a tax rate of 20%.However, at present, there are no laws specifying the tax rate for income from the sales of theshares of listed companies on a stock exchange overseas by a non-PRC resident individual.


— VI-6 —

Enterprises

According to EIT Law and its implementation rules, the non resident enterprises do notestablish institutions or offices, or though having established institutions or offices but theincome earned has no actual relation to them, is subject to a withheld income tax at a tax rateof 10% for its income arising within the PRC. The imposition of such withheld income tax isapplicable to bilateral agreement on prevention of double taxation.

Taxation Policy of Shanghai-Hong Kong Stock Connect

On October 31, 2014, the Ministry of Finance, the State Administration of Taxation andCSRC jointly issued the “Circular on the Relevant Taxation Policy regarding the PilotProgramme that Links the Stock Markets in Shanghai and Hong Kong” (hereinafter referred toas “Shanghai-Hong Kong Stock Connect Taxation Policy” which clarified the relevant taxationpolicy under Shanghai-Hong Kong Stock Connect.

Pursuant to the “Shanghai-Hong Kong Stock Connect Taxation Policy”, personal incometax will be temporarily exempted for transfer spread income derived from investment bymainland individual investors in stocks listed on the Hong Kong Stock Exchange throughShanghai-Hong Kong Stock Connect from 17 November 2014 to 16 November 2017. Businesstax will be temporarily exempted in accordance with the current policy for spread incomederived from dealing in stocks listed on the Hong Kong Stock Exchange by mainland individualinvestors through Shanghai-Hong Kong Stock Connect. For dividends obtained by mainlandindividual investors or mainland securities investment funds from investing in H stocks listedon the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, personalincome tax is withheld by H-stock companies at the tax rate of 20%; for dividends obtained bymainland individual investors or mainland securities investment funds from investing in non-Hstocks listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect,personal income tax is withheld by CSDCC at the tax rate of 20%. Individual investors whohave paid withholding tax overseas may apply for tax credit to the competent tax authority ofCSDCC by producing the tax credit document.

Pursuant to the “Shanghai-Hong Kong Stock Connect Taxation Policy”, enterprise incometax will be levied according to law on transfer spread income (included in total income) derivedfrom investment by mainland corporate investors in stocks listed on the Hong Kong StockExchange through Shanghai-Hong Kong Stock Connect. Business tax will be levied orexempted in accordance with the current policy for spread income derived from dealing instocks listed on the Stock Exchange by investors of mainland entities through Shanghai-HongKong Stock Connect. Enterprise income tax will be levied according to law on dividend income(included in total income) obtained by mainland corporate investors from investing in stockslisted on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect. Inparticular, enterprise income tax will be exempted according to law for dividend incomeobtained by mainland resident enterprises which hold H stocks for at least 12 consecutivemonths. For dividend income obtained by mainland corporate investors, H-stock companieswill not withhold dividend income tax for mainland corporate investors. The tax payable shallbe declared and paid by the enterprises themselves. Mainland corporate investors, whendeclaring and paying enterprise income tax themselves, may apply for tax credit according tolaw in respect of dividend income tax which has been withheld and paid by non-H stockcompanies listed on the Hong Kong Stock Exchange.


— VI-7 —

Pursuant to the “Shanghai-Hong Kong Stock Connect Taxation Policy”, mainlandinvestors who transfer stocks listed on the Stock Exchange through Shanghai-Hong KongStock Connect shall pay stamp duty in accordance with the current tax laws of Hong Kong.CSDCC and HKSCC may collect the abovementioned stamp duty on each other’s behalf.

Tax Treaties

Overseas investors that reside in nations or regions that have entered into treaties for theavoidance of double taxation with the PRC may be entitled to exemption from any income taximposed by the PRC tax authorities on their income arising from the sale of the shares inPRC-resident companies depending on the specific provisions as set forth in the applicable taxtreaties. The PRC currently has treaties for the avoidance of double taxation with a number ofcountries, including Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands,Singapore, the United Kingdom and the United States (the treaty with the United States doesnot contain an exemption from any PRC tax imposed on gains arising from the sale of sharesin a PRC resident enterprise). Mainland China also has an arrangement for the avoidance ofdouble taxation with Hong Kong.

FOREIGN CURRENCY EXCHANGE

The Management of Foreign Exchange system in the PRC is stringent and has undergoneseveral profound changes. Regulations of the PRC on Foreign Exchange Control (《中華人民共和國外匯管理條例》) (the “Regulations on the Foreign Exchange”) was promulgated by theState Department since January 29, 1996 and implemented on April 1 in the same year, andits first amendment was made on January 14, 1997 while the second amendment on August5, 2008, being the existing major regulations on the foreign exchange and applicable to theincome and expenditures of the foreign exchange or operating activities for the institutions andindividuals residing in the PRC as well as the income of the foreign exchange or foreignexchange operating activities for the institutions and individuals residing aboard. TheRegulations on the Administration of Settlement, Sale and Payment of Foreign Exchange (《結匯、售匯及付匯管理規定》) was promulgated by PBOC on June 20, 1996 and implementedsince July 1, 1996 stipulates the matters such as settlement and purchase of and payment inforeign exchange as well as the opening of foreign exchange accounts and the overseaspayment for the local institutions, resident individuals, institutions established in the PRC andthe personnel coming to the PRC.

According to the existing Regulations on the Foreign Exchange, Chinese governmentallows foreign exchange to be retained by the local institutions and individuals withoutcompulsory sale and settlement, the income from which can be transferred to the PRC oroverseas according to the regulations. The PRC has achieved the exchange for recurringitems in RMB. For the recurring income from the foreign exchanges items of the localenterprises, they can decide to retain or sell to financial institutions operating foreignexchange settlement and sale business according to their own requirements. For the recurringexpenditure incurred for the foreign exchange items of the local enterprises, enterprises payby its own foreign exchange with valid certificates or by purchasing foreign exchanges from thefinancial institution operating settlement and sale of foreign exchange according to itsrequirement. The convertibility of RMB (into foreign currency) for capital account items is notavailable yet in the PRC and capital account items is still under restriction. Offshoreinstitutions and individuals who directly invest in and issue negotiable securities or derivativesproducts or carry out related transactions, and the onshore institutions and individuals directly


— VI-8 —

invest in or issue the negotiable securities or derivatives products or carry out relatedtransactions, shall go through the registration of foreign exchange review and approval. Theonshore enterprises borrowing foreign debts or guarantee externally shall go through theregistration of foreign debts and external guarantee. Foreign income from Capital itemsretained or sold to the financial institution operating foreign exchange settlement and salebusiness shall be approved by the foreign exchange regulatory authorities (except for that noneed require for approval regulated by the state). The capital from the capital item foreignexchange and settlement shall be used according to purpose approved by the relatedcompetent authorities and foreign control authorities.

The PRC enterprises which need foreign exchange for transactions relating to currentaccount items, may, without the approval of the SAFE, make a payment from their foreignexchange accounts at the designated foreign exchange banks with the support of valid receiptand proof. Foreign-invested enterprises which need foreign exchange for the distribution ofdividends to their shareholders, and PRC enterprises which, in accordance with regulations,are required to pay dividends to shareholders in foreign exchange, with the support of boardresolutions approving the distribution of dividends, may make a payment from their foreignexchange account or exchange currencies and make a payment at the designated foreignexchange banks.

In addition, the Notice of the SAFE on Issues Concerning the Foreign ExchangeAdministration of Overseas Listing (《國家外匯管理局關於境外上市外匯管理有關問題的通知》)promulgated and implemented by SAFE on January 28, 2013 stipulates the foreign controlmatters for the local enterprises listed offshore:

• SAFE and its branches (the “FE”) supervises, manages and examines the businessregistration, account opens and its use, the cross-border income and expenses,capital exchange for the local enterprises listed offshore.

• Onshore enterprises shall register in relation to its offshore listing with FE in theplace it registered with related materials within 15 working days upon the completionof the initial offering of shares overseas.

• Onshore enterprises shall open their own in-territory account in the banks in theplace it registered to handle corresponding capital exchange and transfer for itsbusiness for its initial offer (or enhancement) or repurchase of its business.

• Onshore enterprises may repatriate the capital raised offshore to its owncorresponding in-territory account or retain at its own offshore account. The capitalpurpose shall be consistent with the related contents set out in publicly discloseddocuments such as the prospectus or corporate bond prospectus, shareholdercirculars, resolutions in the general meeting.

The Decision of the State Council on Cancelling or Adjusting Approval items and otherMatters (《國務院關於取消和調整一批行政審批項目等事項的決定》), which was promulgated andimplemented by the State Council on October 23, 2014, cancels SAFE’s administrativeapproval on the capital settlement of overseas listed onshore enterprises for their funds raisedthrough overseas listing. So far, the SAFE has not promulgated specific rules.


— VI-9 —

This appendix sets out summaries of certain aspects of the PRC judicial system and itsarbitration system related to the operation and business of the Company as well as the legalregulations and securities regulations of the Company. This appendix also contains a summaryof certain Hong Kong legal and regulatory provisions, including the summaries of certainmaterial differences between PRC and Hong Kong company law, certain requirements of theHong Kong Listing Rules and additional provisions required by the Hong Kong Stock Exchangefor inclusion in the articles of association of the PRC issuers.

The PRC Legal System

According to the Constitution of the PRC (《中華人民共和國憲法》), the Organic Law of thePeople’s Courts of the PRC (《中華人民共和國人民法院組織法》) and the Organic Law of thePeople’s Procuratorates of the PRC (《中華人民共和國人民檢察院組織法》), the People’s Courtsconsist of the Supreme People’s Court, the local people’s courts, the military courts and otherspecial people’s courts. The local people’s courts are comprised of the basic people’s courts,the intermediate people’s courts and the higher people’s courts. The basic people’s courts arefurther divided into civil, criminal and administrative divisions. The intermediate people’scourts have divisions similar to those of the basic people’s courts, and other special divisions,such as the intellectual property division, where necessary. The people’s courts at lower levelsare subject to supervision of the people’s courts at higher levels. The Supreme People’s Courtis the highest judicial organ of the PRC and it has the power to supervise the administrationof justice by the local people’s courts at all levels and all special people’s courts. The people’sprocuratorates also have the power to exercise legal supervision over the litigation activitiesof people’s courts at the same level or below.

The people’s courts have adopted a “second instance as final” appellate system. A partymay appeal against the judgment and ruling by the people’s court of the first instance to thepeople’s court at the next higher level in accordance with the procedures provided by laws. Thejudgment and ruling by the intermediate people’s courts, the higher people’s courts and theSupreme People’s Court of the second instance is final and legally binding. First judgments orrulings by the Supreme People’s Court are final as well. However, in the case that the SupremePeople’s Court or the people’s court at a higher level finds definite error(s) in the legallyeffective judgment and ruling by the people’s court at a lower level, it has the authority toreview the case itself or direct the lower-level people court to conduct a retrial.

The Civil Procedure Law of the PRC (《中華人民共和國民事訴訟法》) (the “Civil ProcedureLaw”) was adopted by the NPC on April 9, 1991, and was amended on October 28, 2007 andAugust 31, 2012 respectively. The Civil Procedure Law sets forth provisions for the jurisdictionof the people’s courts, the procedures to be followed for conducting a civil action and theprocedures for enforcement of the civil judgment and ruling. All parties to a civil actionconducted within the PRC must comply with the provisions of the Civil Procedure Law. A civilcase is generally heard by a local court in the defendant’s place of domicile. An actioninvolving a contractual dispute shall come under the jurisdiction of the people’s court in thedefendant’s place of domicile or where the contract is performed. The parties to a contract mayagree in the written contract to choose the people’s court of the place where the defendant isdomiciled, where the contract is performed, where the contract is signed, where the plaintiff isdomiciled or where the subject matter of the contract is located to be the competent court,provided that the provisions of the Civil Procedure Law regarding the level of jurisdiction andexclusive jurisdiction shall not be violated.

APPENDIX VII SUMMARY OF PRINCIPAL PRC AND HONG KONGLEGAL AND REGULATORY PROVISIONS

— VII-1 —

If any party to a civil action refuses to comply with a legally effective judgment or rulingby a people’s court in the PRC, the other party may apply to the people’s court for thecompulsory enforcement of the judgment or ruling. For an effective award made by anarbitration tribunal and a people’s court has not issued a ruling prohibiting the enforcement ofsuch an award, if a party fails to comply with the award, the other party may apply to the peoplecourt for the compulsory enforcement of the award. However, specific time limits are imposedon the right to apply for such compulsory enforcement. An application for enforcement shall besubmitted within two years prior to the expiration of the fulfillment period required by therelevant legal instruments.

When a party applies to a people’s court for enforcing an effective judgment or ruling bya people’s court against a party who is not located within the territory of the PRC or whoseproperty is not within the PRC, the party may apply to a foreign court with proper jurisdictionfor recognition and enforcement of the judgment or ruling. A foreign judgment or ruling mayalso be recognized and enforced by a people’s court in the PRC according to the PRCenforcement procedures if the PRC has entered into, or acceded to, an international treaty withthe relevant foreign country on the mutual recognition and enforcement of judgments andrulings, or if the judgment or ruling satisfies the court’s examination based on the principle ofreciprocity, unless the people’s court finds that the recognition and enforcement of suchjudgment or ruling will result in the violation of the basic legal principles of the PRC, or causingdamage to its sovereignty, security and the public interests.

The Company Law, the Special Provisions, and the Mandatory Provisions

Company Law, the Special Provisions of the State Council Concerning the Issuing andListing of Shares Overseas by Joint Stock Limited Company (《國務院關於股份有限公司境外募集股份及上市的特別規定》) (the “Special Provisions”) and The Mandatory Clauses of theArticles of Association of Companies Seeking Overseas Listing (《到境外上市公司章程必備條款》) (the “Mandatory Provisions”).

On December 29, 1993, the Company Law was adopted by the standing committee of theNPC, which came into effect on July 1, 1994 and was amended on December 25, 1999, August28, 2004, October 27, 2005 and December 28, 2013 respectively. The amended Company Lawcame into effect on March 1, 2014.

The Special Provisions were adopted by the State Council on July 4, 1994 and took effecton August 4, 1994. The Special Provisions applies to the overseas share subscription andlisting of joint stock limited companies.

The Mandatory Provisions were promulgated by the former Securities Commission of theState Council and the former State Economic System Restructuring Commission on August 27,1994, prescribing provisions which must be incorporated into the articles of association of jointstock limited companies to be listed overseas. Therefore, the Mandatory Provisions have beenincorporated into the Articles of Association (as summarized in Appendix VIII). Set out belowis a brief summary of the Company Law and the major provisions of the Special Regulationsand the Mandatory Provisions.


— VII-2 —

General Provisions

A “joint stock limited company” (“a company”) is a corporate legal person incorporatedunder the Company Law, whose registered capital is divided into shares of equal par value.The liability of its shareholders is limited to the extent of the shares they hold, and the liabilityof the company is limited to the full amount of all the assets it owns.

A company may invest in other limited liability companies and joint stock limitedcompanies. The liabilities of the company to such invested companies are limited to the assetsinvested. Unless otherwise provided by laws, a company cannot be the capital contributor whohas the joint and several liabilities associated with the debts of the invested enterprises.

Incorporation

A company may be incorporated by promotion or public subscription. A company may beincorporated by two to 200 promoters, and at least half of the promoters have their domicilein the PRC.

A company incorporated by promotion is one with registered capital entirely subscribedfor by the promoters. Where a company is incorporated by public subscription, the promotersare required to subscribe for a portion of the shares to be issued, generally not less than 35%of the total shares of the company, and the remaining shares can be offered to the public orspecific persons.

For companies incorporated by way of promotion, the registered capital shall be the totalcapital subscribed for by all promoters as registered with the relevant administrative bureau forindustry and commerce. The shares shall not be offered to other person until the sharessubscribed by the promoters were paid up; for companies incorporated by way of publicsubscription, the registered capital is in the amount of total paid-up capital as registered withthe relevant administrative bureau for industry and commerce. Pursuant to Securities Lawadopted on December 29, 1998 by the standing committee of the NPC and amended threetimes on August 28, 2004, October 27, 2005 and June 29, 2013 respectively, the total sharecapital of a company which applies for its shares to be listed shall not be less than RMB30million.

The promoters shall convene an inaugural meeting within 30 days from the date theshares were paid up and shall give notice to all subscribers or make a public announcementof the date of the inaugural meeting 15 days prior to the meeting. The inaugural meeting maybe convened only with the presence of promoters and subscribers holding shares representingmore than 50% of the shares of the company. Functions and powers exercisable by theinaugural meeting include approving the articles of association of the Company, electingmembers of the board of directors and the board of supervisors of the company (directors orsupervisors who are representatives of the employees shall be elected democratically byrepresentatives of the employees). The passing of any foregoing resolution of the inauguralmeeting requires more than half of the votes cast by subscribers present at the meeting.


— VII-3 —

Within 30 days after the conclusion of the inaugural meeting, the board of directors shallapply to the registration authority for registration of the incorporation of the company. Acompany is formally established once the registration has been approved by the registrationauthority and an Enterprise Legal Person Business License has been issued.

During the course of incorporation of the Company, the promoters of a company shall beliable for: (i) the payment of all liabilities and expenses incurred in the incorporation processif the company cannot be incorporated; (ii) the repayment of subscription monies to thesubscribers together with interest at bank rates for a deposit of the same term if the companycannot be incorporated; and (iii) the compensation for damages suffered by the company asa result of the default of the promoters in the course of incorporation of the company.

Share capital

The promoters of a company may make capital contribution in currency or in non-currency property that may be valued in currency and transferable such as physical objects,intellectual property and land use rights, non-currency property contributed as capital shall bevalued and verified.

A company may issue registered or bear shares. However, shares issued to a promoteror a legal person shall be registered shares and shall bear the name of such promoter or legalperson. No separate account with a different name may be opened for such shares, nor maysuch shares be registered in the name of a representative.

Pursuant to the requirements of the Special Regulations and the Mandatory Provisions,shares issued to foreign investors (including investors from foreign countries, Hong Kong SAR,Macau SAR and Taiwan) and listed overseas are defined as overseas listed foreign investedshares, shall be issued in registered form and shall be denominated in RMB and subscribedfor in foreign currency, and those issued to investors within the PRC other than theaforementioned areas by a company are defined as domestic shares, shall be issued inregistered form and subscribed for in RMB.

A company may offer its shares to foreign investors with approval by the securitiesadministration department of the State Council. According to the Special Regulations, uponapproval of the CSRC, a company may agree, in the underwriting agreement on issuingoverseas listed foreign invested shares, to retain not more than 15% of the aggregate amountof overseas listed foreign invested shares proposed to be issued.

The share offering price may be equal to or in excess of par value, but shall not be lessthan par value.

Transfer of shares

The transfer of shares by shareholders shall be conducted in legally established stockexchanges or via other methods as stipulated by the State Council of China. The transfer ofregistered shares by a shareholder must be conducted by means of an endorsement or byother means stipulated by Chinese laws or by administrative regulations; the name andaddress of the transferee should be registered in the shareholders’ registers upon transfer. Nochanges required in the aforesaid clause may be made to the shareholders’ registers within


— VII-4 —

twenty days prior to a shareholders’ general meeting or five days prior to the benchmark dateset by the Company for the purpose of distribution of dividends. But if it is otherwise prescribedin relevant provisions of the laws with respect to the registration of change to the register ofshareholders of listed companies, then such relevant provisions shall apply. The transfer ofbearer shares is effective when the shareholder has delivered the stock to the transferee.

Shares held by the promoter(s) of a company shall not be transferred within one year fromthe date of incorporation of the company. Shares issued by a company prior to the public offerof its shares shall not be transferred within one year from the date of its shares being listedon a stock exchange. Directors, supervisors and senior management of the company shall nottransfer over 25% of the total shares they hold in the company each year during their term ofoffice, and shall not transfer any share of the company held by each of them within one yearfrom the listing date, and shall not transfer the shares they hold in the company within sixmonths after they leave office.

Increase in capital

The proposed issue of new shares by the company must be approved by shareholders inshareholders’ general meeting. The Securities Law requires the other conditions for acompany to offer new shares to the public: (i) a complete and well-operated organization; (ii)capability of making profits continuously and a healthy financial status; (iii) no false records orsignificant irregularities in its financial statements over the last three years; (iv) fulfill any otherrequirements as prescribed by the securities administration authority of the State Council asapproved by the State Council.

The public offer of new shares of a company requires the approval of the securitiesadministration authority of the State Council. After payment in full for the new shares issued,the company must modify its registration with the relevant administrative bureau for industryand commerce and issue a public notice accordingly.

Reduction of share capital

A company may reduce its registered capital in accordance with the following proceduresstipulated by the Company Law:

• The company shall prepare a balance sheet and an inventory of property;

• The reduction of registered capital must be approved by shareholders in the generalmeeting;

• The company shall inform its creditors of the reduction in capital within ten days andpublish an announcement of the reduction in newspapers within thirty days once theresolution approving the reduction in capital being passed;

• Creditors of the company may require the company to clear its debts or providerelevant guarantees; and

• The company must apply to the relevant administrative bureau for industry andcommerce for registration of the reduction in registered capital.


— VII-5 —

Repurchase of shares

A company shall not purchase its own shares other than for the following purposes:

• to reduce the registered capital;

• to merge with another company(s) holding the company’s shares;

• to grant shares as a reward to the staff of the company;

• to purchase the company’s own shares upon request of its shareholders who voteagainst the resolution regarding the merger or division of the company in ashareholders’ general meeting.

The shares repurchased by the company as a reward to its staff shall not exceed 5% ofthe total number of its issued shares. Any fund for the repurchase shall be paid out of after-taxprofits of the company, and the shares repurchased shall be transferred to the staff of thecompany within one year. The Mandatory Provisions stipulate that upon obtaining approvalsfrom relevant supervisory authorities in the PRC in accordance with the articles of associationof the company, a company may repurchase its issued shares by way of: (i) a general offer toall of its shareholders to repurchase the same proportion; (ii) on a stock exchange by way ofopen trading; (iii) through agreement outside the stock exchange.

A company may not accept its own shares as the subject matter of a pledge.

Shareholders

The articles of association of a company set forth the shareholders’ rights and obligationsand are binding on all the shareholders. Pursuant to the Company Law and the MandatoryProvisions, a shareholder’s rights include:

• the right to receive dividends and other profit distributions based on the number ofshares held;

• the right to attend in person or appoint a representative to attend the shareholders’general meeting and to vote in respect of the amount of shares held;

• the right to inspect the article of association, register of shareholders, bond recordsof the company, minutes of the general meetings, resolutions of the Board of theDirectors, resolutions of the supervisor’s meetings and financial and accountingreports and propose and doubt in relation to the company’s operations;

• the right to transfer his/her shares in accordance with applicable laws andregulations as well as the articles of association of the company;

• the right to obtain surplus assets of the company upon its termination or liquidationbased on the number of shares held;

• the right to claim against other shareholders who abuse their rights of shareholdersfor the damages;


— VII-6 —

• if the procedure for convening the shareholders’ general meeting or the meeting ofthe board of directors, or the method of voting violates laws, administrativeregulations or the articles of association of the company, or if the contents of aresolution violate the articles of association of the company, a shareholder maypresent a petition to a court for cancellation of resolution;

• other rights specified in laws and regulations and the articles of association of thecompany.

The obligations of shareholders include: abide by the articles of association of thecompany; pay the subscription monies in respect of shares subscribed for; be liable for thedebt and liabilities of the company to the extent of the amount of subscription monies agreedto be paid in respect of the shares taken up; no abuse of shareholders’ rights to damage theinterests of the company or other shareholders of the company; no abuse of the independentstatus and limited obligations of the company as a legal person to damage the interests of thecreditors of the company; and any other obligations specified in the articles of association ofthe company.

Shareholders’ general meeting

The shareholders’ general meeting is the organ of authority of a company, whichexercises the following functions and powers in accordance with the requirements of theCompany Law:

• to decide on the company’s business plans and investment plans;

• to elect and replace the directors and supervisors who are not representatives of theemployees and to decide on matters relevant to remuneration of directors andsupervisors;

• to review and approve reports of the board of directors;

• to review and approve reports of the board of supervisors or the supervisors;

• to review and approve the company’s proposed annual financial budgets and finalaccounts;

• to review and approve proposals for profit distribution and for recovery of losses ofthe company;

• to decide on the increase or reduction of the company’s registered capital;

• to decide on the issue of corporate bonds;

• to decide on merger, division, dissolution, liquidation or change the form of thecompany;

• to amend the articles of association of the company;

• other functions and powers specified in the articles of association of the company.


— VII-7 —

The shareholders’ general meeting must be convened once a year. An extraordinaryshareholders’ general meeting shall be held within two months after the occurrence of any ofthe following circumstances:

• the number of directors is less than the number provided for in the Company Law orless than two thirds of the number specified in the articles of association of thecompany;

• the losses of the company which are not made up reach one-third of the total paid-upshare capital of the company;

• as requested by a shareholder holding, or shareholders holding in aggregate, 10%or more of the shares of the company;

• when deemed necessary by the board of directors;

• as suggested by the board of supervisors;

• other circumstances required by the articles of association.

The shareholders’ general meeting shall be convened by the board of directors and shallbe presided over by the chairman of the board of directors. Where Chairman of the Board ofDirectors is unable or fails to perform the duty, the meeting shall be presided over by ViceChairman of the Board of Directors. Where Vice Chairman of the Board of Directors is unableor fails to perform his duties, the meeting shall be presided over by a director jointly electedby a simple majority of the directors.

The written notice to convene the shareholders’ general meeting shall be dispatched toall the registered shareholders 45 days before the general meeting pursuant to the SpecialRegulations and the Mandatory Provisions, stating the matters to be reviewed at the generalmeeting and the date and place of the meeting. Shareholders intending to attend the generalmeeting are required to send written confirmations of their attendance to the company 20 daysbefore the meeting. There is no specific provisions in the Company Law regarding the numberof shareholders constituting a quorum in a shareholders’ meeting, although the SpecialRegulations and the Mandatory Provisions provide that a company’s general meeting may beconvened when replies to the notice of that meeting from shareholders holding sharesrepresenting 50% of the voting rights in the company have been received 20 days before theproposed date, or if that 50% level is not achieved, the company shall within five days notifyshareholders again by public announcement of the matters to be considered at the meetingand the date and place of the meeting, and the general meeting may be held thereafter.

The Mandatory Provisions require class meetings to be held in the event of a variation orderogation of the class rights of a class. Holders of domestic invested shares and holders ofoverseas-listed-foreign-invested shares are deemed to be different classes of shareholders forthis purpose.


— VII-8 —

Pursuant to the requirements of the Company Law, a shareholder holding, orshareholders holding in aggregate, more than 3% of the shares of the company may proposeinterim resolution and present it to the board in writing. According to the Special Regulations,at the annual shareholders’ general meeting of the company, shareholders with 5% or more ofthe voting rights in the company are entitled to propose to the company in writing newresolutions, which if within the functions and powers of the shareholders’ general meeting, arerequired to be added to the agenda of the general meeting.

Shareholders present at the shareholders’ general meeting possess one vote for eachshare they hold. However, the company shall have no vote for any shares of the company. Ashareholder may entrust a proxy to attend a shareholders’ general meeting. The proxy shallpresent a power of attorney issued by the shareholder to the company and shall exercise hisvoting rights within the authorization scope. Resolutions proposed at the shareholders’ generalmeeting shall be approved by more than half of the voting rights cast by shareholders present(including attend in person or represented by proxies) at the general meeting, except that suchresolutions as amendment to the articles of association, the increase or reduction of registeredcapital or merger, division, dissolve or the change in the form of the company, shall beapproved by shareholders with more than two thirds of the voting rights cast by shareholderspresent at the general meeting.

Directors

A company shall have a board of directors, which shall consist of five to nineteenmembers. The board of directors may have employee representatives democratically electedby employees through workers Conference or other forms. The term of office of the directorsshall be provided for by the articles of association, but each term of office shall not exceedthree years. The directors may hold consecutive terms upon re-election.

Under the Company Law, the board of directors exercises the following functions andpowers:

• to convene the shareholders’ general meeting and report on its work to theshareholders’ general meeting;

• to implement the resolution of the shareholders’ general meeting;

• to decide on the company’s business plans and investment plans;

• to formulate the company’s proposed annual financial budgets and final accounts;

• to formulate the company’s proposals for profit distribution and for recovery oflosses;

• to formulate proposals for the increase or reduction of the company’s registeredcapital and the issue of corporate bonds;

• to prepare plans for the merger, division, dissolution or changes in the forms of thecompany;


— VII-9 —

• to decide on the company’s internal management structure;

• to appoint or dismiss the company’s general manager and to decide on theremuneration, and based on the general manager’s nomination, to appoint ordismiss deputy general managers and financial officers of the company and todecide on their remuneration;

• to formulate the company’s basic management system;

• other functions and powers as specified in the articles of association.

In addition, the Mandatory Provisions provide that the board of directors is alsoresponsible for formulating the proposals for amendment of the articles of association of acompany.

Meetings of the board of directors shall be convened at least twice a year. A notice ofmeeting shall be given to all directors and supervisors ten days before the meeting. The boardof directors may otherwise provide for the notice time and notice period for conveningextraordinary meetings.

Meetings of the board of directors could be held only if more than half of the directors arepresent. If a director is unable to attend a board meeting, he may appoint another director bya written power of attorney specifying the scope of the authorization for another director toattend the meeting on his behalf. Resolutions of the board of directors require the approval ofmore than half of all directors.

The directors are responsible for the resolutions of the board. If a resolution of the boardof directors violates the laws, administrative regulations or the company’s articles ofassociation or resolutions of general meeting as a result of which the company suffer seriouslosses, the directors participating in the resolution are liable to compensate the company.However, if it can be proven that a director expressly objected to the resolution when theresolution was voted on, and that such objections were recorded in the minutes of the meeting,such director may be relieved of that liability.

The board of directors shall appoint a chairman and may appoint a vice chairman, who iselected with approval of more than half of all the directors. The chairman of the board ofdirectors shall convene and preside over the meetings of the board of directors and inspect theimplementation of resolutions of the board of directors.

The office of legal representative of a company may be served by the chairman of theboard, the executive director or the manager as stipulated in company’s articles of association.


— VII-10 —

Supervisors

A company shall have a Board of Supervisors of no fewer than three members. The Boardof Supervisors shall include representatives of the shareholders and an appropriate ratio of therepresentatives of the company’s staff and workers, where the ratio of the staff and workers’representatives shall not be less than one-third. Directors and senior management personnelmay not concurrently serve as supervisors. The term of office of a supervisor shall be threeyears. If re-elected upon expiration of his term of office, a supervisor may serve consecutiveterms.

According to the Company Law, the Board of Supervisors shall exercise the followingfunctions and powers:

• check the company’s financial affairs;

• supervise the directors and senior management in the performance of their duties,and put forward proposals on the removal of any director or senior management whoviolates laws, administrative regulations, the articles of association or resolution ofthe shareholders’ meeting;

• require the director or senior management to make corrections if his act isdetrimental to the interests of the company;

• propose the convening of extraordinary shareholders’ general meetings, andconvene and preside over the shareholders’ general meetings when the board ofdirectors fails to perform the duties of convening and presiding over theshareholders’ general meetings;

• put forward proposals at shareholders’ general meetings;

• institute proceeding against the directors and senior management uponshareholders’ request if a director or senior management violates the provisions oflaws, administrative regulations or the articles of association in the performance ofcompany duties, thereby causing losses to the company;

• other functions and powers specified in the articles of association of the company.

Managers and other senior management

A company shall have a manager who shall be appointed or removed by the board ofdirectors. The board of directors may decide that a member of the board of directors shallserve concurrently as the manager.

According to the Company Law, the manager is accountable to the board of directors andshall exercise the following functions and powers:

• manage the production, operation and management of the company and arrange forthe implementation of resolutions of the board of directors;


— VII-11 —

• arrange for the implementation of the company’s annual business plans andinvestment plans;

• draft the plan for the establishment of the company’s internal managementorganization;

• draft the basic management system of the company;

• formulate the specific rules and regulations of the company;

• recommend the appointment or dismissal of the deputy manager(s) and person(s) incharge of financial affairs of the company;

• decide on the appointment or dismissal of management personnel other than thoserequired to be appointed or dismissed by the board of directors;

• other functions and powers delegated by the board of directors.

It is also specified by the Company Law that where the articles of association have otherprovisions on the functions and powers of the manager, such provisions shall prevail.

Pursuant to the Company Law, besides managers, the other senior management includedeputy managers and persons in charge of financial affairs, the secretary to the board ofdirectors and other personnel specified in the articles of association.

Qualifications and duties of directors, supervisors and senior management

According to the Company Law, a person may not serve as a director, supervisor or seniormanagement if he is:

• a person with no or limited capacity for civil acts;

• a person that was sentenced to criminal punishment for the crime of corruption,bribery, encroachment of property, misappropriation of property or disruption of theorder of the socialist market economy, and not more than five years has elapsedsince the expiration of the enforcement period; or a person that was deprived of hispolitical rights for committing a crime, and not more than five years has elapsedsince the expiration of the enforcement period;

• a director or factory director, manager of a company or enterprise liquidated uponbankruptcy that was personally responsible for the bankruptcy of the company orenterprise, and not more than three years has elapsed since the date of completionof the bankruptcy liquidation;

• legal representative of a company or enterprise that had its business license revokedand had been closed down by order for violation of law, for which suchrepresentative bears individual liability, and not more than three years has elapsedsince the date on which the business license of the company or enterprise wasrevoked;


— VII-12 —

• a person with a comparatively large amount of personal debts due and unsettled. Adirector, supervisor and senior management shall comply with the provisions ofrelevant laws and regulations, administrative regulations and the articles ofassociation, perform their duties honestly and protect the interests of the company.The Company Law and the Mandatory Provisions provide that a director, supervisorand senior management bear duties to act honestly and diligently for the company.The fiduciary duties of the directors, supervisors, managers and other seniormanagement may not cease with the termination of their office. Their confidentialityobligation in relation to the company’s business secrets shall remain effective upontermination of their office. A director, supervisor and senior management who violatethe provisions of laws, administrative regulations or the articles of association in theperformance of his duties shall be liable to indemnify the company for the lossescaused to the company.

Finance and accounting

A company shall establish its financial and accounting systems according to the laws,administrative regulations and the regulations of the financial department of the State Council.At the end of each financial year, a company shall prepare a financial and accounting reportwhich shall be audited by an accounting firm as provided by law.

A company shall make available its financial and accounting report at the company for theinspection by the shareholders within 20 days before the convening of the annual generalmeeting of shareholders. Companies that issue shares to the public must publish its financialand accounting report.

When a company distributes its after-tax profits for a given year, it shall allocate 10% ofprofits to its statutory common reserve. A company shall no longer be required to makeallocations to its statutory common reserve once the aggregate amount of such reserveexceeds 50% of its registered capital. If a company’s statutory common reserve is insufficientto make up its losses of the previous years, such losses shall be made up from the profits forthe current year prior to making allocations to the statutory common reserve. A company may,if so resolved by the shareholders’ general meeting, make allocations to the discretionarycommon reserve from its after-tax profits after making allocations to the statutory commonreserve from the after-tax profits.

A company’s after-tax profits remaining after it has made up its losses and madeallocations to its common reserve shall be distributed in proportion to the shareholdings of itsshareholders, unless the articles of association stipulate that the profits shall not be distributedin proportion to the shareholdings.

A company shall enter under its capital common reserve the premium over the nominalvalue of the shares of the company on issue, and such other income as the finance departmentof the State Council requires to be entered under the capital common reserve.

A company’s common reserves shall be used for making up losses, expanding theproduction and business operation or increasing its capital by means of conversion, but thecapital common reserve shall not be used for making up the company’s losses. Where thefunds from the statutory common reserve are converted to registered capital, the remainingfunds in such reserve shall not be less than 25% of the company’s registered capital after suchconversion.


— VII-13 —

Appointment and retirement of auditors

The Special Regulations require a company to employ an independent accounting firm toaudit the company’s annual report and review and check other financial reports. Theaccounting firm is to be employed for a term commencing from the close of an annual generalmeeting and ending at the close of the next annual general meeting.

If a company removes or ceases to continue to appoint the accounting firm, it is requiredto give prior notice to the accounting firm and the accounting firm is entitled to makerepresentations before the shareholders in general meeting. The appointment, removal or nonre-appointment of the accounting firm shall be decided by the shareholders in general meetingand shall be filed with the CSRC for record.

Distribution of profits

According to the Company Law, company shall not allocate its profits before the loss iscompensated and the provision on the statutory pension is made. The Special Regulations andthe Mandatory Provisions provide that the dividends or other amounts to be paid to holders ofoverseas listed foreign invested shares by a company shall be calculated and declared inRenminbi and paid in foreign currency. The payment of foreign currency to shareholders shallbe made through a receiving agent.

Dissolution and liquidation

Under the Company Law, a company shall be dissolved in any of the following events:

• (i) when the term of operation set down in a company’s articles of association hasexpired or events of dissolution specified in the company’s articles of associationhave occurred;

• (ii) the shareholders in a general meeting have resolved to dissolve a company;

• (iii) a company is dissolved by reason of its merger or demerger;

• (iv) a company is subject to the revocation of business license, a closure order ordismissal in accordance with laws;

• (v) in the event that a company encounters substantial difficulties in its operation andmanagement and its continual existence shall cause a significant loss to the interestof shareholders, and where this cannot be resolved through other means,shareholders who hold more than 10% of the voting rights of all shareholders of acompany present a petition to the court for dissolution of the company.

Where a company is to be dissolved in the circumstances described in (i), (ii), (iv) and (v)above, a liquidation committee must be formed within 15 days from the date of dissolution.Such liquidation committee shall be composed of directors or persons decided upon by theshareholders’ general meeting. If no liquidation committee is established within the time limit,the company’s creditors may request the court to designate relevant persons to form aliquidation committee.


— VII-14 —

The liquidation committee shall notify creditors within 10 days after the date of itsestablishment and issue a public notice in the newspapers within 60 days. Creditors shalldeclare their claims to the liquidation committee within 30 days after the date of receipt ofnotification, or within 45 days after the date of public notice for those who did not receive anynotification.

The liquidation committee shall exercise the following functions and powers during theliquidation period:

• thoroughly examine the company’s properties and prepare a balance sheet and aninventory of properties, respectively;

• notify creditors by notice or public notices;

• dispose of and liquidate relevant outstanding business of the company;

• pay outstanding taxes and taxes arising in the course of liquidation;

• clear the claims and debts;

• dispose of the surplus properties of the company after its debts have been paid off;and

• participate in civil lawsuits on behalf of the company.

If the liquidation committee, having thoroughly examined the company’s properties andprepared a balance sheet and an inventory of properties, becomes aware that the company’sproperties is insufficient to pay its debts, it shall apply to the court for a declaration ofbankruptcy of the company. If the company’s properties are sufficient to pay its debts, theliquidation committee shall formulate a liquidation plan and submit the same to theshareholders’ general meeting or the court for confirmation. After being applied towards thepayment of the liquidation expenses, and the wages, social insurance premiums and statutorycompensation of staff and workers, outstanding taxes and the settlement of the debts of thecompany, the properties of a company shall be distributed in proportion to the shareholding ofits shareholders.

Upon completion of liquidation, the liquidation committee shall compile a liquidationreport and submit the same to the shareholders’ general meeting or the court for confirmation,and to relevant administration bureau for industry and commerce for applying for cancellationof the company’s registration. A public notice of its termination shall be issued.

Overseas listing

A company may issue shares to overseas investors after obtaining approval from thesecurities regulatory authority of the State Council and its shares may be listed overseas.


— VII-15 —

Loss of H share certificates

The Special Regulations and the Mandatory Provisions provide that in the case of loss ofshare certificates by the shareholders of overseas listed foreign invested shares, anapplication for the issue of replacement certificates may be handled in accordance with the lawor rules of the securities exchanges or other relevant regulations of the place where theoriginal copy of the register of shareholders of overseas listed foreign invested shares is kept.

Suspension and termination of listing

The Securities Law provides that where a company is in one of the followingcircumstances, the stock exchange shall decide to suspend the listing and trading of itsshares:

• (i) there is a change in the total share capital, equity distribution, etc., of thecompany and the listing conditions are no longer fulfilled;

• (ii) the company fails to disclose its financial status as required, or there arefalsehoods in the financial and accounting reports that may mislead investors;

• (iii) the company has committed a major breach of the law;

• (iv) the company has suffered continuous losses for the most recent three years; or

• (v) other circumstances stipulated by the listing rules of the relevant stock exchange.

In the event that the conditions for listing are not satisfied within the period stipulated bythe relevant stock exchange as described in (i) above, or the company has refused to rectifythe situation in the case described in (ii) above, or the company fails to become profitable inthe next subsequent year in the case described in (iv) above, or the company is dissolved ordeclared bankrupt, the relevant stock exchange shall have the right to terminate the listing ofthe shares of the company.

Merger and demerger

Companies may merge through merger by absorption or through the establishment of anewly merged entity. If it merges by absorption, the company that is absorbed shall bedissolved. If it merges by forming a new corporation, both companies will be dissolved.

The Securities Law and other relevant regulations

The PRC has promulgated a number of regulations that relate to the issue and trading ofSecurities. In October 1992, the State Council established the Securities Committee and theCSRC. The Securities Committee was the competent authority in charge of unified macroadministration of national securities market; its major responsibilities include coordinating thedrafting of draft securities laws and regulations, researching into and formulating guidelines,policies and rules on securities market, formulating the development plans of securities marketand offering plans and advice, directing, coordinating, supervising and inspecting allsecurities-related work and administering the CSRC. The CSRC was the regulatory and


— VII-16 —

implementing body of the Securities Committee and responsible for the drafting ofadministration rules of the securities market, supervising securities companies, regulating theoffering and trading of marketable securities, regulating public offering of shares by PRCcompanies in the PRC and overseas. In 1998, as the securities commission was dismissed, itsduties are taken by the CSRC.

The Securities Law comprehensively regulates activities in the PRC securities market.This law involves, among other things, the issue and trading of securities, takeovers by listedcompanies, securities exchanges, securities companies and the duties and responsibilities ofthe State Council’s securities regulatory authorities. The Securities Law provides that a PRCcompany must obtain prior approval from the State Council’s regulatory authorities to conductthe overseas offering of securities directly or indirectly and list its securities outside the PRC.

According to Notice of the CSRC on Issues Concerning Regulation the Overseas Listingof Enterprise Subordinate to Domestic Listed Company (《中國證券監督管理委員會關於規範境內上市公司所屬企業到境外上市有關問題的通知》) promulgated by the CSRC on July 21, 2004,where a subsidiary controlled by a PRC listed company applies for overseas listing, the PRClisted company shall comply with the following conditions: (i) the listed company has beenprofitable in the latest three years consecutively; (ii) the businesses and assets in which thelisted company has invested with the proceeds from its share issues and share offerings withinthe latest three fiscal years shall not be used as its capital contribution to the subordinateenterprise for the purpose of applying for overseas listing; (iii) the net profits of the subordinateenterprise that the listed company is entitled to according to the equity interests in theconsolidated statements for the latest fiscal year shall not exceed 50% of the net profits in theconsolidated statements of the listed company; (iv) the net assets of the subordinateenterprise that the listed company is entitled to according to the equity interests in theconsolidated statements for the latest fiscal year shall not exceed 30% of the net assets in theconsolidated statements of the listed company; (v) there is no competition in the same industrybetween the listed company and the subordinate enterprise, and they are independent fromeach other in assets and finance, and have no cross employment of managers; (vi) the sharesof the subordinate enterprise held by the directors, senior management personnel andaffiliated personnel of the listed company and the subordinate enterprise shall not exceed 10%of the total share capital of the subordinate enterprise prior to the overseas listing; (vii) thefunds or assets of the listed company are not in the possession of the person, legal person orother organization having actual controlling power or its affiliated party, and there are no majoraffiliated transactions that prejudice the interests of the company; (viii) the listed company hasno acts of major violations of laws or regulations in the latest three years.

On December 20, 2012, the CSRC has promulgated the Regulatory Guidelines for theApplication Documents and Examination Procedures for Overseas Share Issuance and Listingby Joint Stock Companies (《關於股份有限公司境外發行股票和上市申報文件及審核程式的監管指引》) which sets out the provisions on the application documents, application and examinationprocedures for overseas share issuance and listing by companies.


— VII-17 —

Shanghai-Hong Kong Stock Connect

On April 10, 2014, CSRC and Hong Kong Securities and Futures Commission (hereinafterreferred to as “HKSFC”) issued the “Joint Announcement — Principles that Should be Followedwhen the Pilot Programme that Links the Stock Markets in Shanghai and Hong Kong isExpected to be Implemented” and approved in principle the launch of the pilot programme thatlinks the stock markets in Shanghai and Hong Kong (hereinafter referred to as“Shanghai-Hong Kong Stock Connect”) by the Shanghai Stock Exchange (hereinafter referredto as “SSE”), the Stock Exchange, China Securities Depository and Clearing Co., Ltd.(hereinafter referred to as “CSDCC”) and HKSCC. Shanghai-Hong Kong Stock Connectcomprises the two portions of Northbound Trading Link and Southbound Trading Link.Southbound Trading Link refers to the entrustment of mainland securities houses by mainlandinvestors to trade stocks listed on the Stock Exchange within a stipulated range via filing bythe securities trading service company established by the SSE with the Stock Exchange.During the initial period of the pilot programme, the stocks of Southbound Trading Link consistof constituent stocks of the Stock Exchange Hang Seng Composite Large Cap Index and theHang Seng Composite MidCap Index as well as stocks of A+H stock companies concurrentlylisted on the Stock Exchange and the SSE. The total limit of Southbound Trading Link isRMB250 billion and the daily limit is RMB10.5 billion. During the initial period of the pilotprogramme, it is required by HKSFC that mainland investors participating in SouthboundTrading Link are only limited to institutional investors and individual investors with a securitiesaccount and capital account balance of not less than RMB500,000.

On June 13, 2014, CSRC issued the “Certain Requirements on the Pilot Programme thatLinks the Stock Markets in Shanghai and Hong Kong” which came into effect on the same day.Shanghai-Hong Kong Stock Connect follows the existing laws and regulations for thesettlement of transactions in both markets. The relevant transaction settlement activities followthe regulatory requirements and business rules of the place where transactions are settled.Listed companies follow the regulatory requirements and business rules of the places wherethey are listed. Securities houses or brokers follow the regulatory requirements and businessrules of countries or regions in which they are located. Investors who deal in stocks throughShanghai-Hong Kong Stock Connect shall conduct settlement with securities houses orbrokers in RMB. Stocks acquired by mainland investors through Southbound Trading Link shallbe recorded in securities accounts maintained by CSDCC with HKSCC. CSDCC, after seekingopinions from mainland investors in advance through mainland securities houses, shallexercise its right against the stock issuer in its own name in accordance with the opinions ofinvestors through HKSCC. The record of shareholding issued by CSDCC is the legal evidenceof equity interest enjoyed by mainland investors. CSDCC is responsible for the stock andcapital settlement of transactions closed through Southbound Trading Link.

On September 26, 2014, the SSE issued the “Pilot Measures of the Shanghai StockExchange for Shanghai-Hong Kong Connect” which came into effect on the same day. SinceSouthbound Trading Link implements a comprehensive designated trading system, therelevant requirements of the SSE regarding designated transactions are applicable. SSE mayadjust the requirements of Southbound Trading Link such as trading method, order type, scopeof business and trading restrictions based on market needs. The SSE and the Stock Exchangestrengthen the regulation and management of transactions and relevant informationdisclosures under Shanghai-Hong Kong Stock Connect through cross-border cooperation inregulation. Information such as instant quotes of stocks in the Southbound Trading Link


— VII-18 —

business is issued by the Stock Exchange. The Stock Exchange is responsible for regulatingacts such as information disclosure of stocks under Southbound Trading Link, issuers ofstocks under Southbound Trading Link and relevant information disclosure obligors, with thelaws, administrative regulations, departmental rules, regulatory documents and stockexchange business rules of the place where stocks are listed applicable.

On November 14, 2014, CSRC issued the “Filing Provision on the Placement of Sharesby Hong Kong Listed Companies with Domestic Original Shareholders under SouthboundTrading Link” which came into effect on the same day. The act of the placement of shares byHong Kong listed companies with domestic original shareholders under Southbound TradingLink shall be filed with CSRC. Hong Kong listed companies shall file the application materialsand approved documents with CSRC after obtaining approval from the Stock Exchange fortheir share placement applications. CSRC will carry out supervision based on the approvedopinion and conclusion of the Hong Kong side.

On 10 November, 2014, CSRC and HKSFC issued a “Joint Announcement”, approving theofficial launch of Shanghai-Hong Kong Stock Connect by SSE, the Stock Exchange, CSDCCand HKSCC. Pursuant to the “Joint Announcement”, trading of stocks under Shanghai-HongKong Stock Connect will commence on November 17, 2014.

Arbitration and enforcement of arbitral awards

The Arbitration Law of the PRC (《中華人民共和國仲裁法》) (the “Arbitration Law”) waspassed by the Standing Committee of the NPC on August 31, 1994, became effective onSeptember 1, 1995, and was amended on August 27, 2009. It is applicable to contract disputesand other property interest disputes between equal citizens, legal person and otherorganisations where the parties have entered into a written agreement to refer the matter toarbitral award. Where the parties entered into arbitration agreement, the court will refuse tohandle the proceedings appealed by a party unless the arbitration agreement is null and void.

Under the Civil Procedure Law and the Arbitration Law, an arbitral award is final andbinding on the parties. If a party fails to comply with an arbitral award, the other party to theaward may apply to the court for enforcement in accordance with relevant provisions of theCivil Procedure Law. A people’s court may refuse to enforce an arbitral award if a party cantestify that there is procedural or membership irregularity provided by law or the awardexceeds the scope of the arbitration agreement or is outside the jurisdiction of the arbitrationcommission.

A party seeking to enforce an arbitral award against a party who, or whose property, is notwithin the PRC, may apply directly to a foreign court with jurisdiction. Similarly, an arbitralaward made by a foreign arbitration body to be recognized and enforced by the PRC courtsshall be applied by a party to the intermediate courts of the place where the enforcee isdomiciled or the property is located, and the PRC courts shall deal with in accordance with anyinternational treaty or the principles of reciprocity concluded or acceded to by the PRC.

On December 2, 1986, the PRC acceded to the Convention on the Recognition andEnforcement of Foreign Arbitral Awards (《承認和執行外國仲裁裁決公約》) (the “New YorkConvention”) which became effective in PRC since April 22, 1987. This Convention providesthat all arbitral awards made in a member country of the Convention shall be recognized and


— VII-19 —

enforced by other member countries of the Convention with exception of certain circumstancesthe member country can refuse to enforce. It was declared by the Standing Committee of theNPC simultaneously with the accession of the PRC that (i) the PRC will only recognize andenforce foreign arbitral awards on the principle of equality; and (ii) the PRC will only apply theNew York Convention in disputes considered under PRC laws to be arising from contractualand non-contractual mercantile legal relations. On June 18, 1999, the Arrangement of theSupreme People’s Court on Mutual Enforcement of Arbitration Awards between the Mainlandand Hong Kong (《最高人民法院關於內地與香港特別行政區相互執行仲裁裁決的安排》) for mutualenforcement of arbitral awards was entered into between the Supreme People’s Court of PRCand Hong Kong and became effective on February 1, 2000. Under this arrangement, awardmade by the PRC arbitral authorities recognized under the Arbitration Ordinance of Hong Kongcan be enforced in Hong Kong.

Judicial judgment and its enforcement

Under the Arrangement of the Supreme People’s Court between the Courts of theMainland and the Hong Kong on Mutual Recognition and Enforcement of Judgments of Civiland Commercial Cases under the Jurisdiction as Agreed to by the Parties Concerned (《最高人民法院關於內地與香港特別行政區法院相互認可和執行當事人協議管轄的民商事案件判决的安排》) issued by the Supreme People’s court on July 3, 2008 and became effective on August1, 2008, in the case of final judgment, defined with payment amount and enforcement power,made between mainland court and Hong Kong SAR court in civil and commercial case withwritten jurisdiction agreement, the parties concerned shall apply to mainland people’s court orHong Kong SAR court for recognition and enforcement based on this arrangement. “Choice ofcourt agreement in written” in this arrangement refers to a written agreement defining theexclusive jurisdiction of either the mainland people’s court or Hong Kong SAR in order torevolve dispute with particular legal relation occurred or likely to occur by the partiesconcerned since effective date of this arrangement. Accordingly, the parties concerned mayapply to the courts in mainland or Hong Kong to recognize and enforce the final judgmentmade by the courts in Hong Kong or the Mainland that meet certain conditions under thisarrangement.

MATERIAL DIFFERENCES BETWEEN CERTAIN COMPANY LAW MATTERS IN THE PRCAND HONG KONG

Hong Kong company law is primarily set out in the Companies Ordinance, the Companies(Winding Up and Miscellaneous Provisions) Ordinance and is supplemented by common lawand rules of equity that apply to Hong Kong. Our Company, which is a joint stock limited liabilitycompany established in the PRC, is governed by the PRC Company Law and all other rulesand regulations promulgated pursuant to the PRC Company Law applicable to a joint stocklimited liability company established in the PRC issuing overseas listed foreign shares to belisted on the Hong Kong Stock Exchange.

There are material differences between Hong Kong company law and the PRC lawapplicable to a joint stock limited liability company incorporated under the PRC Company Law,to which our Company is and will be subject. This summary is, however, not intended to be anexhaustive comparison.


— VII-20 —

Corporate Subsisting

Under the Companies Ordinance, a company having share capital is incorporated by theRegistrar of Companies in Hong Kong issuing a certificate of incorporation and upon itsincorporation, a company will acquire an independent corporate existence. A company may beincorporated as a public company or a private company.

Under the PRC Company Law, a joint stock limited liability company may be incorporatedby either the promotion method or the subscription method.

Share Capital

Under the new Companies Ordinance, the concept of the nominal value (also known aspar value) of shares of a Hong Kong company has been abolished, and the companies haveincreased flexibility to alter its share capital by (i) increasing its share capital; (ii) capitalizingits profits; (iii) allotting and issuing bonus shares with or without increasing its share capital;(iv) converting its shares into larger or smaller number of shares; and (v) cancelling its shares.The concept of authorised capital no longer applies to a Hong Kong company formed on orafter March 3, 2014 as well. Hence, the directors of a Hong Kong company may, with the priorapproval of the shareholders, if required, cause the company to issue new shares.

The PRC Company Law does not recognize the concept of authorized share capital. Theregistered capital of a joint stock limited liability company incorporated by promotion methodis the total number of its share capital denominated by all promoters who have registered atthe company registration authority; the registered capital of a joint stock limited liabilitycompany incorporated by subscription method is the received total amount of its share capitalthat have been registered at the company registration authority. Any increase in registeredcapital must be approved by the shareholders at a general meeting and by the relevantgovernmental and regulatory authorities in the PRC (if required).

Under PRC law, a company which is authorized by the relevant securities administrationauthority to list its shares on a stock exchange must have a registered capital of not less thanRMB30 million. Hong Kong law does not prescribe any minimum capital requirements forcompanies incorporated in Hong Kong.

Under the PRC Company Law, the capital contributions may be in the form of money ornon-monetary assets (other than assets not entitled to be used as capital contributions underrelevant laws and regulations). For non-monetary assets to be used as capital contributions,appraisals and verification must be carried out according to the law to ensure no overvaluationor under-valuation of the assets. There is no such restriction on a Hong Kong company underHong Kong law.

Restrictions on Shareholding and Transfer of Shares

Under PRC law, the domestic shares in the share capital of a joint stock limited liabilitycompany which are denominated and subscribed for in Renminbi may only be subscribed ortraded by the State, PRC legal and natural persons and qualified foreign investors. Theoverseas listed foreign shares issued by a joint stock limited liability company which aredenominated in Renminbi and subscribed for in a currency other than Renminbi, except as


— VII-21 —

otherwise permitted under the Trial Measures for the Administration of Overseas SecuritiesInvestment by Qualified Domestic Institutional Investors (《合格境內機構投資者境外證券投資管理試行辦法》), may only be subscribed and traded by investors from Hong Kong SpecialAdministrative Region, the Macau Special Administrative Region, Taiwan or any country andterritory outside the PRC.

Under the PRC Company Law, shares in a joint stock limited liability company held by itspromoters cannot be transferred within one year after the date of establishment of thecompany. Shares in issue prior to the company’s public offering cannot be transferred withinone year from the listing date of the shares on the Hong Kong Stock Exchange. Shares in acompany held by its directors, supervisors and management personnel and transferred eachyear during their term of office shall not exceed 25.0% of the total shares they held in thecompany, and the shares they held in the company cannot be transferred within one year fromthe listing date of the shares, and also cannot be transferred within half a year after the saidpersonnel has left office. The articles of association may set other restrictive requirements onthe transfer of the company’s shares held by its directors, supervisors and officers. There areno such restrictions on shareholdings and transfers of shares under Hong Kong law apart fromthe six-month lock up on our Company’s issue of Shares and the 12-month lock up on theControlling Shareholders’ disposal of Shares, as illustrated by the undertaking given by ourCompany to the Hong Kong Stock Exchange as described in the section headed “Underwriting”in this prospectus.

Financial Assistance for Acquisition of Shares

Although the PRC Company Law does not contain any provision prohibiting or restrictinga joint stock limited company or its subsidiaries from providing financial assistance for thepurpose of an acquisition of its own or its holding company’s shares, the Mandatory Provisionscontained certain restrictions on a company and its subsidiaries providing such financialassistance similar to those under the Companies Ordinance.

Shareholders’ Meetings — Notice

Under the PRC Company Law, notice of a shareholders’ general meeting of a joint stocklimited company must be given 20 days before the meeting, while notice of an extraordinarymeeting must be given 15 days before the meeting or, in the case of a company having bearershares, a public announcement of a shareholders’ general meeting must be made 30 daysprior to it being held. Under the Special Regulations and the Mandatory Provisions, 45 days’written notice must be given to all shareholders and shareholders who wish to attend themeeting must reply in writing 20 days before the date of the meeting. For a limited companyincorporated in Hong Kong, the minimum notice period of a general meeting other than anannual meeting is 14 days; and the notice period for an annual general meeting is 21 days.

Shareholders’ Meetings — Quorum

Under Hong Kong law, the quorum for a meeting of a company is provided for in thearticles of association of a company, but must be at least two members. The PRC CompanyLaw does not specific any quorum requirement for a shareholders’ general meeting, but theSpecial Regulations and the Mandatory Provisions provide that our general meeting may beconvened when replies to the notice of that meeting have been received from Shareholders


— VII-22 —

whose shares represent 50% of the voting rights at least 20 days before the proposed date ofthe meeting, or if that 50% level is not achieved, we must within five days notify ourShareholders by way of a public announcement and we may hold the Shareholders’ generalmeeting thereafter.

Shareholders’ Meetings — Voting

Under Hong Kong law, an ordinary resolution is passed by a simple majority of affirmativevotes by members present in person or by proxy at a general meeting and a special resolutionis passed by a majority of not less than three-fourths of votes by members present in personor by proxy at a general meeting. In the event that the resolution is passed at a generalmeeting on a show of hands, it is out of the number of members who vote in person and thenumber of persons who vote on the resolution as duly appointed proxies. In the event that theresolution is passed at a general meeting on a poll, it is out of the total voting rights of all themembers who (being entitled to do so) vote in person or by proxy on the resolution.

Under the PRC Company Law, the passing of any resolution requires more than one-halfof the affirmative votes held by our Shareholders present in person or by proxy at aShareholders’ general meeting except in cases such as proposed amendments to our Articlesof Association, increase or decrease of registered capital, merger, division, dissolution ortransformation, which require two-thirds of the affirmative votes cast by Shareholders presentin person or by proxy at a Shareholders’ general meeting.

Variation of Class Rights

The PRC Company Law makes no specific provision relating to variation of class rights.However, the PRC Company Law states that the State Council can promulgate regulationsrelating to other kinds of shares. The Mandatory Provisions contain detailed provisions relatingto the circumstances which are deemed to be variations of class rights and the approvalprocedures required to be followed in respect thereof. These provisions have beenincorporated in the Articles of Association, which are summarized in the appendix headed“Appendix VIII — Summary of the Articles of Associations” to this prospectus.

Under the Companies Ordinance, no rights attached to any class of shares can be variedexcept (i) with the approval of a special resolution of the holders of the relevant class at aseparate meeting, (ii) with the consent in writing of the holders of three-fourths in nominalvalue of the issued shares of the class in questions, (iii) by agreement of all the members ofthe Company or (iv) if there are provisions in the Articles of Association relating to the variationof those rights, then in accordance with those provisions.

Our Company (as required by the Listing Rules and the Mandatory Provisions) haveadopted in the Articles of Association provisions protecting class rights in a similar manner tothose found in Hong Kong law. Holders of overseas listed shares and domestic listed sharesare defined in the Articles of Association as difference classes. The special procedures forvoting by a class of shareholders shall not apply in the following circumstances: (i) where weissue and allot, either separately or concurrently in any 12-month period, pursuant to aShareholders’ special resolution, not more than 20% of each of the existing issued overseaslisted shares; (ii) where our plan to issue domestic shares and overseas listed shares upon our


— VII-23 —

establishment is implemented within 15 months following the date of approval by the CSRC;and (iii) where the transfer of shares from the holders of domestic non-listed shares to foreigninvestors upon receiving the approval of the State Council Securities regulatory authority andthen listing and transacting in the overseas stock exchange.

Directors

The PRC Company Law, unlike the Companies Ordinance, does not contain anyrequirements relating to the declaration made by directors of interests in material contracts,restrictions on directors’ authority in making major dispositions, restrictions on companiesproviding certain benefits, and prohibitions against compensation for loss of office withoutshareholders’ approval. The PRC Company law provides such resolution relates to anenterprise which the director is interested or connected. The Mandatory Provisions, however,contain certain requirements and restrictions on major dispositions and specify thecircumstances under which a director may receive compensation for loss of office.

Supervisor Committee

Under the PRC Company Law, the board of directors and managers of a joint stock limitedliability company is subject to the supervision and inspection of a supervisory committee. Butthere is no mandatory requirement for the establishment of a supervisory committee for acompany incorporated in Hong Kong. The Mandatory Provisions provide that each supervisorowes a duty, in the exercise of his powers, to act in good faith and honestly in what heconsiders to be best interests of the company and to exercise the care, diligence and skill thata reasonably prudent person would exercise under comparable circumstances.

Derivative Action by Minority Shareholders

Hong Kong law permits minority shareholders, with the permission of a court, to start aderivative action on behalf of the company against directors who have committed a breach oftheir fiduciary duties to the company if the directors control a majority of votes at a generalmeeting, thereby effectively preventing the company from suing the directors in breach of theirduties in its own name.

Although the PRC Company Law gives our Shareholders the right to initiate proceedingsin the people’s court to restrain the implementation of any resolution passed by ourshareholders in a general meeting, or by the Board of Directors, that violates any law,administrative rules or Articles of Association. In the event that the Directors or managementpersonnel violate laws, administrative rules or Articles of Association when performing theirduties and cause losses to the Company, there is no form of proceedings equal to a derivativeaction. The Mandatory Provisions, however, provide us with certain remedies against theDirectors, Supervisors and officers who breach their duties to us. In addition, every directorand supervisor of a joint stock limited liability company applying for a listing of its foreignshares on the Hong Kong Stock Exchange is required to give an undertaking in favour of thecompany acting as agent for each shareholder to comply with the articles of association. Thisallows minority shareholders to act against directors and supervisors in default.


— VII-24 —

Minority Shareholder Protection

Under Hong Kong law, a shareholder who complains that the affairs of a companyincorporated in Hong Kong are conducted in a manner unfairly prejudicial to his interests maypetition to the court to either wind up the company or make an appropriate order regulating theaffairs of the company. In addition, on the application of specified number of members, theFinancial Secretary may appoint inspectors who are given extensive statutory powers toinvestigate the affairs of a company incorporated in Hong Kong.

The Company, as required by the Mandatory Provisions, has adopted in its Articles ofAssociation minority protection provisions similar to (though not as comprehensive as) thoseavailable under Hong Kong law. These provisions state that a controlling Shareholder may notexercise its voting rights in a manner prejudicial to the interests of other Shareholders, may notrelieve a Director or Supervisor of his duty to act honestly in our best interests or may notapprove the expropriation by a Director or Supervisor of our assets or the individual rights ofother Shareholders.

Arbitration of Disputes

In Hong Kong, disputes between shareholders and a company or its directors, managersand other senior officers may be resolved through the courts. Our Articles of Associationprovides that disputes between a holder of H Shares and the Company and its Directors,Supervisors, managers or other members of senior management or a holder of domestic listedShares, arising from the Articles of Association, the PRC Company Law or other relevant lawsand administrative regulations which concerns the affairs of the Company should, with certainexceptions, be referred to arbitration at either the Hong Kong International Arbitration Centre(“HKIAC”) or the China International Economic and Trade Arbitration Commission. Sucharbitration is final and conclusive.

The Securities Arbitration Rules of the HKIAC contain provisions allowing, uponapplication by any party, an arbitral tribunal to conduct a hearing in Shenzhen for casesinvolving the affairs of companies incorporated in the PRC and listed in the Hong Kong StockExchange so that PRC parties and witnesses may attend. Where any party applies for ahearing to take place in Shenzhen, the tribunal shall, where satisfied that such application isbased on bona fide grounds, order the hearing to take place in Shenzhen conditional upon allparties, including witnesses and arbitrators, being permitted to enter Shenzhen for the purposeof the hearing. Where a party, other than a PRC party or any of its witness or any arbitrator,is not permitted to enter Shenzhen, then the tribunal shall order that the hearing be conductedin any practicable manner, including the use of electronic media. For the purpose of theSecurities Arbitration Rules of the HKIAC, a PRC party means a party domiciled in the PRCother than the territories of Hong Kong, Macau and Taiwan.

Financial Disclosure

A joint stock limited liability company is required under the PRC Company Law to makeavailable at its office for inspection by shareholders its financial reports 20 days before anannual general meeting. In addition, a public company under the PRC Company Law mustpublish its financial situation. The annual balance sheet has to be verified by registered


— VII-25 —

accountants. The Companies Ordinance requires a company to send to every shareholder acopy of its financial statements sheet, auditors’ report and directors’ report which are to betabled before the company in its annual general meeting not less than 21 days before suchmeeting.

Information on Directors and shareholders

The PRC Company Law gives the shareholders of a company the right to inspect itsarticles of association, minutes of the shareholders’ general meetings and financial andaccounting reports. Under the Articles of Association, shareholders of the Company have theright to inspect and, after payments of reasonable charges, make copies of certain informationon the shareholders and on the Directors similar to that available to shareholders of HongKong companies under Hong Kong law.

Receiving Agent

Under both PRC and Hong Kong law, dividends once declared become debts payable toshareholders. The limitation period of debt recovery action under Hong Kong law is six yearswhile that under PRC law is two years. The Mandatory Provisions require the appointment bythe company of a trust company registered under the Hong Kong Trustee Ordinance (Chapter29 of the Laws of Hong Kong) as receiving agent to receive on behalf of holders of foreignshares dividends declared and all other monies owed by a joint stock limited liability companyin respect of such foreign shares.

Corporate Reorganization

Corporate reorganization involving a company incorporated in Hong Kong may beeffected in a number of ways, such as a transfer of the whole or part of the business or propertyof the company in the course of being wound up voluntarily to another company pursuant tosection 237 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance or acompromise or arrangement between the company and its creditors or between the companyand its members pursuant to section 673 of the Companies Ordinance which requires thesanction of the court. Under PRC law, the merger, demerger, dissolution or change to the formof a joint stock limited liability company has to be approved by shareholders in generalmeeting.

Mandatory Transfers

Under the PRC Company Law, a joint stock limited liability company is required to maketransfers equivalent to certain prescribed percentages of its after tax profits to the statutorycommon reserve fund. There are no such requirements under Hong Kong law.

Remedies of the Company

Under the PRC Company Law, if a director, supervisor or manager in carrying out hisduties infringes any law, administrative regulation or the articles of association of a company,which results in damage to the company, that director, supervisor or manager should be


— VII-26 —

responsible to the company for such damages. In addition, the Listing Rules require listedcompanies’ articles to provide for remedies of the company similar to those available under theHong Kong law (including rescission of the relevant contract and recovery of profits from adirector, supervisor or senior management).

Dividends

Pursuant to the relevant PRC laws and regulations, a company shall withhold and pay tothe relevant tax authorities, any tax payable under PRC law on any dividends or otherdistributions payable to an individual shareholder. Under Hong Kong law, the limited period foran action to recover a debt (including the recovery of dividends) is six years, whereas underPRC laws, the relevant limitation period is two years. A company shall not exercise its powersto forfeit any unclaimed dividend in respect of its listed foreign shares until after the expiry ofthe applicable limitation period.

Fiduciary duties

In Hong Kong, there is the common law concept of fiduciary duty of directors. Under thePRC Company Law and the Special Regulations, directors, supervisors, senior managementowe a fiduciary duty towards a company and are not permitted to engage in any activitieswhich compete with or are prejudicial to the interests of the company.

Closure of register of shareholders

The Companies Ordinance requires that the register of shareholders of a company mustnot generally be closed for registration of transfers of shares for more than thirty (30) days(extendable to sixty (60) days in certain circumstances) in a year, whereas the articles of acompany provide, as required by the PRC Company Law, that share transfers may not beregistered within thirty (30) days before the date of a shareholders’ meeting or within five (5)days before the record date set for the purpose of distribution of dividends.

Listing Rules

The Listing Rules provide additional requirements which apply to an issuer incorporatedin the PRC as a joint stock limited company and seeking a primary listing or whose primarylisting is on the Stock Exchange. Set out below is a summary of such principal additionalrequirements which apply to our Company.

Compliance advisor

A company seeking listing on the Stock Exchange is required to appoint a complianceadvisor acceptable to the Stock Exchange for the period from its listing date up to the date ofthe publication of its first full year’s financial results, to provide the company with professionaladvice on continuous compliance with the Listing Rules and all other applicable laws,regulations, rules, codes and guidelines, and to act at all times, in addition to the company’stwo authorized representatives, as the principal channel of communication with the StockExchange. The appointment of the compliance advisor may not be terminated until a


— VII-27 —

replacement acceptable to the Stock Exchange has been appointed. If the Stock Exchange isnot satisfied that the compliance advisor is fulfilling its responsibilities adequately, it mayrequire the company to terminate the compliance advisor’s appointment and appoint areplacement.

The compliance advisor must keep the company informed on a timely basis of changesin the Listing Rules and any new or amended laws, regulations or codes in Hong Kongapplicable to the company.

It must act as the company’s principal channel of communication with the Stock Exchangeif the authorized representatives of the company are expected to be frequently outside HongKong.

Accountants’ report

An accountants’ report for a PRC issuer will not normally be regarded as acceptable bythe Stock Exchange unless the relevant accounts have been audited to a standard comparableto that required in Hong Kong or under International Standards on Auditing or China AuditingStandards. Such report will normally be required to conform to Hong Kong or internationalaccounting standards or China Accounting Standards for Business Enterprises.

Process agent

Our Company is required to appoint and maintain a person authorized to accept serviceof process and notices on its behalf in Hong Kong throughout the period during which itssecurities are listed on the Stock Exchange and must notify the Stock Exchange of hisappointment, the termination of his appointment and his contact particulars.

Public shareholdings

If at any time there are existing issued securities of a PRC issuer other than foreignshares which are listed on the Stock Exchange, the Listing Rules require that the aggregateamount of H shares and other securities held by the public must constitute not less than 25%of the issued share capital and that the class of securities for which listing is sought must notbe less than 15% of the total issued share capital if the company has an expected marketcapitalisation at the time of listing of not less than HK$50,000,000. The Stock Exchange may,at its discretion, accept a lower percentage of between 15% and 25% if the Company has anexpected market capitalization at the time of listing of over HK$10,000,000,000.

Independent non-executive directors and supervisors

The independent non-executive directors of a PRC issuer are required to demonstrate anacceptable standard of competence and adequate commercial or professional expertise toensure that the interests of the general body of shareholders will be adequately represented.The supervisors of a PRC issuer must have the character, expertise and integrity and be ableto demonstrate a standard of competence commensurate with their position as supervisors.


— VII-28 —

Restrictions on purchase and subscription of its own securities

Subject to governmental approvals and the provisions of the Articles of Association, ourCompany may repurchase its own H Shares on the Stock Exchange in accordance with theprovisions of the Listing Rules. Approval by way of special resolution of the holders ofDomestic Shares and the holders of H Shares at separate class meetings conducted inaccordance with the Articles of Association is required for share repurchases. In seekingapprovals, our Company is required to provide information on any proposed or actualpurchases of all or any of its equity securities, whether or not listed or traded on the StockExchange. The Directors must also state the consequences of any purchases which will ariseunder either or both of the Takeovers Code and any similar PRC law of which the directors areaware, if any. Any general mandate given to the Directors to repurchase H Shares must notexceed 10% of the total amount of the existing issued H Shares.

Mandatory provisions

With a view to increasing the level of protection afforded to investors, the Stock Exchangerequires the incorporation, in the articles of association of a PRC company whose primarylisting is on the Stock Exchange, of the Mandatory Provisions and provisions relating to thechange, removal and resignation of auditors, class meetings and the conduct of thesupervisory committee of the company. Such provisions have been incorporated into theArticles of Association, a summary of which is set out in Appendix VIII to this prospectus.

Redeemable shares

The Company must not issue any redeemable shares unless the Stock Exchange issatisfied that the relative rights of the holders of the H Shares are adequately protected.

Pre-emptive rights

Except in the circumstances mentioned below, the directors of a company are required toobtain the approval by a special resolution of shareholders in general meeting, and theapprovals by special resolutions of the holders of domestic shares and H shares (each beingotherwise entitled to vote at general meetings) at separate class meetings conducted inaccordance with the company’s articles of association, prior to (i) authorizing, allotting, issuingor granting shares or securities convertible into shares, or options, warrants or similar rightsto subscribe for any shares or such convertible securities; or (ii) any major subsidiary of thecompany making any such authorization, allotment, issue or grant so as materially to dilute thepercentage equity interest of the company and its shareholders in such subsidiary.

No such approval will be required, but only to the extent that, the existing shareholdersof the company have by special resolution in general meeting given a mandate to the directors,either unconditionally or subject to such terms and conditions as may be specified in theresolution, to authorize, allot or issue, either separately or concurrently once every 12 months,not more than 20% of the existing domestic shares and H shares as of the date of the passingof the relevant special resolution or of such shares that are part of the company’s plan at thetime of its establishment to issue domestic shares and H shares and which plan is


— VII-29 —

implemented within 15 months from the date of approval by the CSRC; or where upon approvalby securities supervision or administration authorities of State Council, the shareholders ofdomestic shares of the company transfer its shares to overseas investors and such shares arelisted and traded in foreign markets.

Supervisors

Our Company is required to adopt rules governing dealings by its Supervisors insecurities of the Company in terms no less exacting than those of the model code (set out inAppendix 10 to the Listing Rules) issued by the Stock Exchange.

Our Company is required to obtain the approval of its Shareholders at a general meeting(at which the relevant Supervisor and his associates shall not vote on the matter) prior to theCompany or any of its subsidiaries entering into a service contract of the following nature witha Supervisor or proposed Supervisor of the Company or its subsidiary: (i) having a term thatmay exceed three years; or (ii) expressly requiring the Company to give notice of one year orabove or to pay compensation or make other payments equivalent to the remuneration for oneyear or above.

The remuneration and appraisal committee of our Company or an independent boardcommittee must form a view in respect of service contracts that require Shareholders’ approvaland advise Shareholders (other than Shareholders with a material interest in the servicecontracts and their associates) as to whether the terms are fair and reasonable, advisewhether such contracts are in the interests of our Company and its Shareholders as a wholeand advise Shareholders on how to vote.

Amendment to the Articles of Association

Our Company is required not to permit or cause any amendment to be made to its Articlesof Association which would cause the same to cease to comply with the mandatory provisionof the Listing Rules and the Mandatory Provisions or the Company Law.

Documents for inspection

Our Company is required to make available at a place in Hong Kong for inspection by thepublic and its Shareholders free of charge, and for copying by Shareholders at reasonablecharges the following:

• a complete duplicate register of Shareholders;

• a report showing the state of the issued share capital of the Company;

• the Company’s latest audited financial statements and the reports of the Directors,auditors and Supervisors (if any) thereon;

• special resolutions of the Company;


— VII-30 —

• reports showing the number and nominal value of securities repurchased by theCompany since the end of the last certificates year, the aggregate amount paid forsuch securities and the maximum and minimum prices paid in respect of each classof securities repurchased (with a breakdown between Domestic Shares and HShares);

• a copy of the latest annual return led with the Beijing Administration for Industry andCommerce; and

• for Shareholders only, copies of minutes of meetings of Shareholders.

Receiving agents

Our Company is required to appoint one or more receiving agents in Hong Kong and payto such agent(s) dividends declared and other monies owing in respect of the H Shares to beheld, pending payment, in trust for the holders of such H Shares.

Statements in share certificates

Our Company is required to ensure that all of its prospectus and share certificates includethe statements stipulated below and to instruct and cause each of its share registrars not toregister the subscription, purchase or transfer of any of its Shares in the name of any particularholder unless and until such holder delivers to such Share registrar a signed form in respectof such Shares bearing statements to the following effect that the acquirer of the Shares:

• agrees with the Company and each Shareholder of the Company, and the Companyagrees with each Shareholder of the Company, to observe and comply with theCompany Law, the Special Regulations, the Articles of Association and otherrelevant laws and administrative regulations;

• agrees with the Company, each Shareholder, Director, Supervisor, manager andofficer of the Company, and the Company acting for itself and for each Director,Supervisor, manager and officer of the Company agrees with each Shareholder, torefer all differences and claims arising from the Articles of Association or any rightsor obligations conferred or imposed by the Company Law or other relevant laws andadministrative regulations concerning the affairs of the Company to arbitration inaccordance with the Articles of Association, and any reference to arbitration shall bedeemed to authorize the arbitration tribunal to conduct hearings in open session andto publish its award. Such arbitration shall be final and conclusive;

• agrees with the Company and each Shareholder of the Company that the H Sharesare freely transferable by the holder thereof; and

• authorizes the Company to enter into a contract on his behalf with each Director,Supervisor, manager and officer of the Company whereby each such Director andofficer undertakes to observe and comply with his obligations to the Shareholders asstipulated in the Articles of Association.


— VII-31 —

Compliance with the Company Law, the Special Regulations and the Articles of Association

Our Company is required to observe and comply with the Company Law, the SpecialRegulations and the Articles of Association.

Contract between the Company and its Directors, officers and Supervisors

Our Company is required to enter into a contract in writing with every Director and officercontaining at least the following provisions:

• an undertaking by the Director or officer to the Company to observe and comply withthe Company Law, the Special Regulations, the Articles of Association, theTakeovers Code and an agreement that the Company shall have the remediesprovided in the Articles of Association and that neither the contract nor his office iscapable of assignment;

• an undertaking by each Director or officer to the Company acting as agent for eachShareholder to observe and comply with his obligations to the Shareholders asstipulated in the Articles of Association;

• an arbitration clause which provides that whenever any differences or claims arisefrom that contract, the Articles of Association or any rights or obligations conferredor imposed by the Company Law or other relevant laws and administrativeregulations concerning the affairs of the Company between the Company and itsDirectors or officers and between a holder of H Shares and a Director or officer ofthe Company, such differences or claims will be referred to arbitration at either theCIETAC in accordance with its rules or the HKIAC in accordance with its SecuritiesArbitration Rules, at the election of the claimant and that once a claimant refers adispute or claim to arbitration, the other party must submit to the arbitral bodyelected by the claimant. Such arbitration will be final and conclusive;

• if the party seeking arbitration elects to arbitrate the dispute or claim at HKIAC, theneither party may apply to have such arbitration conducted in Shenzhen according tothe Securities Arbitration Rules of HKIAC;

• PRC laws shall govern the arbitration of disputes or claims referred to above, unlessotherwise provided by laws or administrative regulations;

• the award of the arbitral body is final and shall be binding on the parties thereto;

• the agreement to arbitrate is made by the Director or officer with the Company on itsown behalf and on behalf of each Shareholder; and

• any reference to arbitration shall be deemed to authorise the arbitral tribunal toconduct hearings in open session and to publish its award.

Our Company is also required to enter into a contract in writing with every Supervisorcontaining statements in substantially the same terms.


— VII-32 —

Subsequent listing

The Company must not apply for the listing of any of the H Shares on a PRC stockexchange unless the Stock Exchange is satisfied that the relative rights of the holders offoreign Shares are adequately protected.

English translation

All notices or other documents required under the Listing Rules to be sent by theCompany to the Stock Exchange or to holders of H Shares are required to be in the Englishlanguage, or accompanied by a certified English translation.

General

If any change in the PRC law or market practices materially alters the validity or accuracyof any of the basis upon which the additional requirements have been prepared, then the StockExchange may impose additional requirements or make listing of the equity securities of aPRC issuer, including our Company, subject to special conditions as the Stock Exchangeconsiders appropriate. Whether or not any such changes in the PRC law or market practicesoccur, the Stock Exchange retains its general power under the Listing Rules to imposeadditional requirements and make special conditions in respect of our Company’s listing.

OTHER LEGAL AND REGULATORY PROVISIONS

Upon our Company’s listing, the provisions of the Securities and Futures Ordinance, theTakeovers Code and such other relevant ordinances and regulations as may be applicable tocompanies listed on the Stock Exchange will apply to our Company.


— VII-33 —

This Appendix set out summaries of the main clauses of our Articles of Associationadopted on August 13, 2014 which shall become effective as of the date on which the H Sharesare listed on the Stock Exchange. As the main purpose of this Appendix is to provide potentialinvestors with an overview of the Articles of Association, it may not necessarily contain allinformation that is important for investors. As discussed in the appendix headed “Appendix X— Documents Delivered to the Registrar of Companies in Hong Kong and Available forInspection” to this prospectus, the full document of the Articles of Association in Chinese isavailable for examination.

1 DIRECTORS AND BOARD OF DIRECTORS

(a) Power to allocate and issue shares

The Articles of Association does not contain clauses that authorize the Board of Directorsto allocate or issue shares. The Board of Directors shall prepare suggestions for shareallotment or issue, which are subject to approval by the Shareholders at the Shareholders’general meeting in the form of a special resolution. Any such allotment or issue shall be inaccordance with the procedures stipulated in appropriate laws and administrative regulations.

(b) Power to dispose assets of our Company or our subsidiaries

If the sum of the expected value of the fixed assets to be disposed of, and the amount orvalue of the cost received from the fixed assets of our Company disposed of within the fourmonths immediately preceding this suggestion for disposal exceeds 33% of the value of fixedassets of our Company indicated on the latest audited balance sheet submitted to theShareholders at the Shareholders’ meeting, the Board of Directors shall not dispose of oragree to dispose of such fixed assets without the prior approval of Shareholders at theShareholders’ general meeting. The above disposal refers to the transfer of rights andinterests in certain assets, but does not include the provision of guarantees with fixed assets.The validity of the transactions with respect to the disposal of fixed assets of our Companyshall not be affected by the violation of the above restrictions contained in the Articles ofAssociation.

(c) Indemnification or compensation for loss of office

As provided in the written contract entered into between our Company and the Directorsor Supervisors in connection with their emoluments, they are entitled to compensation or otherpayments for loss of office or retirement as a result of the acquisition of our Company, subjectto the approval of the Shareholders at the general Shareholders’ meeting in advance.Acquisition of our Company refers to any of the following circumstances:

(i) An offer made to all the Shareholders; or

(ii) An offer is made by any person such that the offeror will become the ControllingShareholder of our Company (as defined in the Articles of Association).

If the relevant Director or Supervisor fails to comply with the above requirements, anypayment received shall belong to the person who sells the Shares for accepting the aforesaidoffer. The Director or Supervisor shall bear all expenses arising from the distribution of suchpayments to the person in a proportional manner and all related expenses shall not bededucted from these payments distributed.

APPENDIX VIII SUMMARY OF THE ARTICLES OF ASSOCIATION

— VIII-1 —

(d) Loans to Directors, Supervisors or other management personnel

Our Company shall neither provide the Directors, Supervisors or senior management ofour Company or our parent company with loans or loan guarantees either directly or indirectlynor provide persons related to the above personnel with loans or loan guarantees.

The following transactions are exempted from the above clauses:

(i) Our Company provides our subsidiaries with loans or loan guarantees;

(ii) Our Company provides any of the Directors, Supervisors or senior management withloans, loan guarantees or any other fund pursuant to the employment contractsapproved at the Shareholders’ meeting to pay all expenses incurred for the purposeof our Company or performing his duties owed to our Company; and

(iii) In case that the normal scope of business of our Company covers the provision ofloans or loan guarantees, our Company may provide any of the Directors,Supervisors or senior management or other related personnel with loans or loanguarantees, provided that the conditions governing the above loans or loanguarantees shall be normal commercial conditions.

In the event that our Company provides loans in violation of this restriction, the personwho receives the loan(s) must payoff the loan(s) immediately, regardless of the conditions ofloans. Any loan provided by our Company in violation of the above requirements shall not bemandatorily enforced against us, unless under the following circumstances:

(i) The loan provider unknowingly provides loans to personnel related to the Directors,Supervisors or senior management of our Company or its parent company; or

(ii) The collateral provided by our Company is sold lawfully by the lender to the buyerin good faith.

For the purpose of the above provisions, “guarantee” includes the acts of the guarantorbearing the liabilities or providing properties to ensure that the obligor performs theobligations.

(e) Provide financial aid for acquiring the Shares or shares of any of our subsidiaries

Pursuant to the Articles of Association:

(i) Our Company or our subsidiaries (including our affiliated enterprises) shall notprovide any financial assistance at any time or in any manner to personnel thatacquires or plans to acquire our Shares. Such personnel include any who undertakeobligations, directly or indirectly, from acquiring the Shares; and

(ii) Our Company or any of our subsidiaries (including our affiliated enterprises) shallnot provide personnel mentioned in the preceding paragraph with financial aid at anytime or in any manner, to mitigate or exempt the obligations of the above personnel.


— VIII-2 —

The following transactions are not prohibited:

(i) Related financial aid provided by our Company which is in good faith in our interestand the main purpose of the financial aid is not to acquire our Shares or is anincidental part of a master plan of our Company;

(ii) The lawful distribution of our properties by way of dividend;

(iii) Distribution of dividends in the form of Shares;

(iv) Reducing the registered capital, redeeming the Shares or adjusting the equitystructure pursuant to the Articles of Association;

(v) Our Company granting loans within our scope of business and in the ordinary courseof our business, provided that such loans shall not result in reduction in the netassets of our Company or even if the net assets are reduced, such financial aid ispaid from the profit available for distribution; and

(vi) Our Company providing the employee stock ownership plan with fund, provided thatsuch loans shall not result in reduction in the net assets of our Company or, even ifthe net assets are reduced, such financial aid is paid from the profit available fordistribution.

For the purpose of the above provisions:

(i) “Financial aid” includes, but is not limited to:

(aa) Gifts;

(bb) Guarantees (including acts of the guarantor assuming liabilities or providingproperties to ensure that the obligor performs the obligations), compensation(excluding compensation arising from mistakes of our Company), release orwaiver of rights;

(cc) Provision of loans or signing of contracts whereby our Company performs someobligations before others, change of the parties to the loans/ contracts as wellas the assignment of the rights in the loans/contracts; and

(dd) Financial aid provided by our Company in any other manner when it is insolvent,has no net assets, or will suffer significant decreases in net assets.

(ii) “Assuming obligations” includes obligator undertaking obligations by signingagreements or making arrangements (no matter whether the agreements orarrangements are enforceable on demand or bearing the obligations by itself orjointly with any other person) or changing its financial status in any other manner.


— VIII-3 —

(f) Disclose matters relating to the contract rights of our Company and voting on thecontract/s

When any of the Directors, Supervisors and senior management has material interests inthe contracts, transactions or arrangements that our Company has entered into or plans toenter into in any manner directly or indirectly (except for employment contracts that ourCompany has entered into with the Directors, Supervisors and senior management), the abovepersonnel shall disclose the nature and degree of their interests to the Board of Directors assoon as possible no matter whether the above contracts, transactions, arrangements orsuggestions are subject to the approval of the Board of Directors in normal circumstances.

With respect to any contract, transaction or arrangement in which a Director or hisassociates have a material interest, the Director shall not vote and shall not be included in thequorum. Unless the Directors, Supervisors and senior management who have interests havemade disclosure to the Board of Directors in accordance with the above requirements and theBoard of Directors approves the matters at the meeting in which they are not included in thequorum nor participate in voting, our Company shall have the right to cancel the contracts,transactions or arrangements, except where the opposite party is a party in good faith withoutknowledge of the acts of related Directors, Supervisors and senior management violating theirobligations.

Where related personnel of the Directors, Supervisors and senior management haveinterests in certain contracts, transactions and arrangements, the relevant Directors,Supervisors and senior management shall be deemed to have interests.

(g) Remuneration

Our Company shall sign written agreements with the Directors and Supervisors regardingremuneration, which shall be subject to prior approval of the general Shareholders’ meeting,including:

(i) Remuneration for providing services as the Directors, Supervisors or seniormanagement of our Company;

(ii) Remuneration for providing services as the Directors, Supervisors or seniormanagement of our subsidiaries;

(iii) Remuneration for providing other services for management of our Company and oursubsidiaries; and

(iv) Compensation received by the Directors or Supervisors as a result of loss of positionor retirement.

No Director or Supervisor shall institute any litigation against our Company over anyinterests payable relative to the above unless provided for in the above contracts.


— VIII-4 —

(h) Resignation, Appointment and Dismissal

None of the following persons shall serve as our Director, Supervisor or seniormanagement:

(i) Anyone who has no civil capacity or has limited civil capacity;

(ii) Anyone who has been convicted of the offense of corruption, bribery, embezzlement,larceny, or disrupting the social economic order and is within five years of the expirydate of punishment or has been deprived of political rights because of this convictionand is within five years of the expiry date of the sentence;

(iii) Anyone who has served as director, factory manager or manager of a company orenterprise that is bankrupt and liquidated as a result of improper management, waspersonally liable for the bankruptcy of the company or enterprise, and is within threeyears of the date of completion of bankruptcy and liquidation of the company orenterprise;

(iv) Anyone who has served as the legal representative of a company or enterprisewhose business license was revoked or was ordered to close due to violation oflaws, was personally liable, and is within three years of the date on which thebusiness license of such company or enterprise was revoked;

(v) Anyone who has a large sum of debt, which was not paid at maturity;

(vi) Anyone who is investigated by the judicial agencies for violation of criminal law andwhose case is pending;

(vii) Anyone who may not serve as a head of the company pursuant to the provisions ofthe laws and administrative regulations, or regulations of the competent authorities;

(viii) Anyone judged by the competent agencies to have violated the provisions of relevantsecurities laws, has been involved in deceptive or dishonest acts and is within fiveyears of the date on which the judgment was made;

(ix) Anyone who is not a natural person;

(x) Other circumstances which are applicable pursuant to the provisions of the laws andadministrative regulations, regulations of the competent authorities or the securitiesregulators or stock exchanges where the Company’ shares are listed; and

(xi) Persons who are subject to the competent authority of securities of the StateCouncil’s punishment which prohibit them from entering into the securities market fora period which has not yet expired.

The validity of the acts of the Directors or senior management on behalf of our Companyto bona fide third parties shall not be affected by any irregularities in their appointment,election or qualifications.


— VIII-5 —

The Board of Directors consists of nine Directors and these are elected at the generalShareholders’ meeting. The Directors need not hold any of our Shares.

The chairman and vice chairman of the Board shall be elected and dismissed by a voteof more than one half of the Directors. Subject to compliance with related laws andadministrative regulations, the general Shareholders’ meeting may remove any Director whoseterm has not expired by an ordinary resolution without affecting any claim for damages thatmay be made pursuant to any contract.

The Directors serve three-year terms. Upon expiration of the term, the Director may bere-elected (an independent non-executive Director may not be elected for more than 6 yearsconsecutively).

Written notice concerning proposed nomination of a director candidate and indication ofthe candidate’s intention to accept the nomination shall be sent to our Company seven daysbefore the general Shareholders’ meeting is convened (the period shall commence on the dayafter the dispatch of the notice of the general meeting appointed for such election by ourCompany).

(i) Responsibilities

The Directors, Supervisors and senior management shall bear the obligations of goodfaith and diligence towards our Company. In the event of violation of obligations owed to ourCompany by the Directors, Supervisors and senior management, we shall have the right totake the following measures in addition to various rights and remedial measures stipulated inlegal and administrative regulations:

(i) Require related Directors, Supervisors or senior management to compensate ourCompany for losses sustained as a result of their neglect of duty;

(ii) Cancel any contract or transaction entered into between the Company and relatedDirectors, Supervisors or senior management as well as any contract or transactionentered into between our Company and any third person when the third person knewor should have known that the Directors, Supervisors or senior management actingon behalf of our Company violated their obligations owed to our Company;

(iii) Require the relevant Directors, Supervisors or senior management to turn over theproceeds obtained from the violation of their obligations;

(iv) Recover funds collected by the relevant Directors, Supervisors or seniormanagement that should have been collected for our Company, including but notlimited to commissions;

(v) Require the relevant Directors, Supervisors or senior management to return theinterest earned or that may be earned from funds that should have been paid to ourCompany.


— VIII-6 —

When performing their responsibilities, the Directors, Supervisors and seniormanagement must comply with the principle of integrity and shall not put themselves insituations where their own interests may conflict with the obligations they have undertaken.This principle includes, but is not limited to, performing the following obligations:

(i) Sincerely taking the best interests of our Company as the starting point of anyaction;

(ii) Exercising one’s rights within but not exceeding the scope of authority;

(iii) Exercising conferred discretionary powers personally without being manipulated byothers; not transferring discretionary powers to other persons unless permitted bylaws and administrative regulations or with the informed consent of Shareholdersgiven in a general meeting;

(iv) Treating Shareholders of the same class equally and Shareholders of differentclasses fairly;

(v) Entering into any contract, transaction or arrangement with our Company is notallowed, unless in line with the Articles of Association or otherwise by the approvalof the general Shareholders’ meeting with its full knowledge;

(vi) Seeking private gain using the properties of our Company in any manner is notallowed, unless agreed by the general Shareholders’ meeting with its full knowledge;

(vii) Using one’s position to take bribes or other illegal gains is not allowed, nor is anyform of embezzlement of our property, including, but not limited to, opportunitiesbeneficial to our Company;

(viii) Accepting commissions associated with transactions of our Company is not allowedunless agreed by the general Shareholders’ meeting with its full knowledge;

(ix) Compliance with the Articles of Association, discharging duties in a faithful manner,safeguarding the interests of our Company rather than seeking private gain by takingadvantage of one’s position and authority in our Company;

(x) Competing with our Company in any manner is not allowed, unless agreed by theShareholders at the general Shareholders’ meeting with its full knowledge;

(xi) Misappropriation of our funds or lending these funds to others is not allowed, nor isdepositing the assets of our Company in an account opened in one’s own name orother names; and

(xii) Disclosure of any confidential information relating to our Company obtained duringemployment without the consent of the general Shareholders’ meeting with its fullknowledge; unless in the interest of our Company, using such information is also notallowed; however, under the following circumstances the information may bedisclosed to a court or other competent government agencies as required by (1) themandatory provisions of the law; (2) the public interest; (3) the interest of theDirectors, Supervisors or senior management.


— VIII-7 —

The Directors, Supervisors and senior management may not direct the followingpersonnel or institutions (“related personnel”) to do acts that the Directors, Supervisors andsenior management is prohibited from doing:

(i) Spouses or minor children of the Directors, Supervisors and senior management;

(ii) Trustors of the Directors, Supervisors and senior management or the personsmentioned in (i);

(iii) Partners of the Directors, Supervisors and senior management or personsmentioned in (i) and (ii);

(iv) The company under de facto control by the Directors, Supervisors and seniormanagement individually or jointly with the persons or other directors, supervisorsand senior management of companies mentioned in (i), (ii) and (iii);

(v) Directors, Supervisors or senior management of the controlled companiesmentioned in (iv).

The good faith obligation owed by the Directors, Supervisors and senior managementmay not necessarily terminate with the expiration of their terms; their obligation to keep thetrade secrets of our Company in confidence shall survive the expiration of their terms, untilsuch secrets become public available. The duration of other obligations shall be determined inaccordance with the principle of fairness, depending on the length of time from the occurrenceof the events to the time of resignation, as well as the circumstances and conditions underwhich the relationship with our Company is terminated.

Except as otherwise provided in the Articles of Association, liabilities of Directors,Supervisors and senior management arising from the violation of specific duties may bereleased by informed Shareholders in general meetings.

Apart from the obligations set forth in related laws, administrative regulations or thelisting rules of the stock exchange where the Shares are listed, the Directors, Supervisors orsenior management shall assume the following obligations for each of the Shareholders whenexercising their rights and performing their responsibilities:

(i) They shall not cause our Company to operate beyond the scope of businessindicated on our business license;

(ii) They shall sincerely take the best interests of our Company as the starting point ofany action;

(iii) They may not deprive our Company of our properties in any manner, including, butnot limited to, opportunities beneficial to our Company; and

(iv) They shall not deprive the Shareholders of personal rights and interests, including,but not limited to, the right to receive dividends distributed and to vote, except forrestructuring of our Company approved at the Shareholders’ meeting pursuant to theprovisions of the Articles of Association.


— VIII-8 —

The Directors, Supervisors and senior management have the responsibility whenexercising their rights or carrying out their obligations to act with the care, diligence and skilldue from a reasonably prudent person under similar circumstances.

2 MODIFICATION OF THE ARTICLES OF ASSOCIATION

We may amend the Articles of Association based on the provisions of the relevant laws,administrative regulations and Articles of Association.

Where the amendments to the Articles of Association passed by the general meetingsneed the examination and approval of the competent authorities, these amendments shall besubmitted hereto for approval. Where the amendment of the Articles of Association involvesour registration, it shall be necessary to carry out the lawfully prescribed procedures forregistration change.

3 SPECIAL VOTING PROCEDURES OF CLASSIFIED SHAREHOLDERS

Any Shareholder who holds different classes of Shares is a classified Shareholder. Anyplan of our Company to change or abolish the rights of a classified Shareholder is subject tothe approval of the general Shareholders’ meeting in the form of a special resolution and theapproval of the affected classified Shareholders at a separately convened Shareholders’meeting in accordance with the Articles of Association before it can be implemented, exceptwhen provided in the Articles of Association that the unlisted Shares held by our Shareholdersbecome listed for trading on an overseas stock exchange. The rights of a classifiedShareholder shall be viewed as changed or abolished under any of the followingcircumstances:

(a) Increase or reduce the number of the classified Shares, or increase or reduce thenumber of classified Shares with equal or more voting rights, distribution rights andother privileges than this type of classified Shares;

(b) Convert all or part of the classified Shares into other types or convert another typeof Shares, partly or wholly, into this type of classified Shares or grant suchconversion right;

(c) Cancel or reduce the right of the classified Shares to obtain dividends generated orcumulative dividends;

(d) Reduce or cancel the right of the classified Shares to receive dividends on a prioritybasis or the priority right to receive property distribution in the liquidation of ourCompany;

(e) Increase or cancel or reduce the right of the classified Shares to convert Sharerights, options rights, voting rights, transfer rights, and pre-emptive rights, or theright to obtain the securities of our Company;

(f) Cancel or reduce the right of the classified Shares to receive funds payable of ourCompany in specified currencies;


— VIII-9 —

(g) Create new classified Shares entitled to equal or more voting rights, distributionrights, or other privileges than the classified Shares;

(h) Impose restrictions on the transfer or ownership of the classified Shares or increasesuch restrictions;

(i) Issue subscription or conversion rights for this or other classified Shares;

(j) Increase the rights and privileges of other types of Shares;

(k) The restructuring plan of our Company may constitute different types ofShareholders to assume responsibilities disproportionately; and

(l) Amend or abolish clauses stipulated in our Articles of Association.

Whether or not the affected classified Shareholders have voting rights at theShareholders’ meeting, in the event of matters described above from (b) through (h), (k) and(l), they have voting rights at the classified Shareholders’ meeting, but the Shareholders thathave interests at stake (as defined in our Articles of Association) shall have no voting rightsat the classified Shareholders’ meeting.

The resolution of the classified Shareholders’ meeting shall be passed by votesrepresenting more than two thirds of Shareholders with voting rights attending the classifiedShareholders’ meeting.

When convening a classified Shareholders’ meeting, 45 days before the meeting isconvened, our Company shall send a written notice to inform all registered holders of theclassified Shares on matters to be deliberated at the meeting, as well as the date and venueof the meeting. Shareholders planning to attend the meeting shall send our Company a writtenreply concerning attendance at the meeting 20 days before the meeting.

In the event that the number of Shares with voting power represented by Shareholdersplanning to attend the meeting accounts for more than one half of the total number of saidclassified Shares with voting power at the meeting, our Company may convene a classifiedShareholders’ meeting. If this number is not reached, our Company shall again inform theShareholders of the matters to be deliberated as well as the date and venue of the meetingwithin five days in the form of an announcement and our Company may convene a classifiedShareholders’ meeting once the announcement is delivered.

The notice of the classified Shareholders’ meeting needs only to be sent to theShareholders who have the right to vote at the meeting.

Insofar as possible, any classified Shareholders’ meeting shall be held in accordance withthe same procedures as those of the Shareholders’ meeting, and unless otherwise provided inthe Articles of Association, any clause that relates to the procedures for convening theShareholders’ meeting in the Articles of Association shall apply to any classified Shareholders’meeting.

Apart from the holders of other classified Shares, the holders of Domestic Shares and theholders of overseas listed foreign Shares are considered as different classified Shareholders.


— VIII-10 —

The special procedures for voting by the classified Shareholders shall not apply under thefollowing circumstances:

(a) Upon the approval by a special resolution at the general Shareholders’ meeting, ourCompany either separately or concurrently issues Domestic Shares and overseaslisted foreign shares once every 12 months, and the number of those shares to beissued shall not account for more than 20% of each of its outstanding shares;

(b) The plan to issue Domestic Shares and overseas listed foreign Shares upon theestablishment of our Company is completed within 15 months of the date of approvalby the securities regulatory authorities of the State Council; and

(c) Upon the approval by the securities regulatory authorities of the State Council, theunlisted Shares held by our Shareholders become listed or traded on an overseasstock exchange.

4 SPECIAL RESOLUTIONS NEEDED TO BE ADOPTED BY MAJORITY VOTE

The resolutions of the Shareholders’ meeting are categorized as ordinary resolutions andspecial resolutions.

An ordinary resolution can be adopted by a simple majority of the votes held by theShareholders (including proxies) attending the general Shareholders’ meeting.

A special resolution can be adopted by a two-thirds majority of the votes held by theShareholders (including proxies) attending the general Shareholders’ meeting.

5 VOTING RIGHTS (GENERALLY ON A POLL AND RIGHT TO DEMAND A POLL)

The ordinary Shareholders have the right to attend or appoint a proxy to attend and voteat the general Shareholders’ meeting. When voting at the general Shareholders’ meeting, theShareholder (or proxy) may exercise his or her voting rights in accordance with the number ofShares with voting power held with each Share representing one vote.

When voting at a general meeting, Shareholders (including their proxies) who are entitledto two or more votes are not required to vote against or in favor with their total number of votes.

When the number of dissenting votes equals the number of supporting votes, thechairman of the meeting is entitled to one additional vote.

6 GENERAL SHAREHOLDERS’ MEETINGS

The general Shareholders’ meetings are divided into annual general Shareholders’meetings and extraordinary general meetings. The Board of Directors, the SupervisoryCommittee or shareholders holding 10% or more of our Company’s shares, individually orcollectively, may convene a general meeting. The annual general Shareholders’ meeting shallbe convened once a year and be held within six months of the end of the previous fiscal year.


— VIII-11 —

7 ACCOUNTING AND AUDITS

(a) Financial and accounting policies

Our Company shall develop its financial accounting policies pursuant to PRC laws,administrative regulations, as well as accounting standards developed by the competentdepartment in charge of finance under the State Council.

The Board of Directors shall submit the financial reports of our Company, as required bythe laws, administrative regulations or directives promulgated by local governments andcompetent authorities to be prepared by our Company, at every annual Shareholders’meetings.

Apart from the CASBE and regulations, the financial reports of our Company shall alsoconform to international accounting standards or the accounting standards of overseas areaswhere the Shares are listed. In the event of any major discrepancy between the financialreports prepared in accordance with the two accounting standards, such difference must beprovided in the notes to the financial reports. As to the distribution of after-tax profits of ourCompany in a fiscal year, the after-tax profits indicated on the two financial reports, whicheveris lower, shall prevail.

Our Company shall make its financial reports available for inspection by the Shareholders20 days before the annual general Shareholders’ meeting is convened. Each Shareholder isentitled to obtain one copy of the financial report referred to in the Articles of Association.

Our Company shall send the aforesaid reports to each of the holders of overseas listedforeign Shares by the manner as stipulated in the Articles of Association of our Company orby postage-paid mail at least 21 days before the annual general Shareholders’ meeting isconvened (in any event no more than four months from the end of the relevant financial year)and the recipient’s address shall be the address as shown in the register of Shareholders.

Our Company’s interim results or financial information published or disclosed by ourCompany shall at the same time be prepared in accordance with PRC accounting standards,regulations as well as international accounting standards or the accounting standards of theoverseas area in which the Shares are listed.

Our Company must publish the financial reports twice in each fiscal year. Interim financialreports shall be published within 60 days of the end of the first six months of a fiscal year, whilethe annual financial report shall be published within 120 days of the end of each fiscal year.

The Company shall not keep any accounting books other than those specified by law.

(b) Appointment and Dismissal of Accountants

Our Company shall appoint an accounting firm with independent qualifications that meetsappropriate requirements of the PRC to be responsible for auditing its annual report andreviewing its other financial reports.

The term of the accounting firm appointed by our Company shall start at the close of theannual general Shareholders’ meeting and continue until the close of the next annualShareholders’ meeting.


— VIII-12 —

Without prejudice to the right of the accounting firm to claim for compensation (if any) forbeing dismissed and replaced, the Shareholders may replace the accounting firm through anordinary resolution at the general Shareholders’ meeting prior to the expiration of the term ofany accounting firm notwithstanding the terms and conditions of the contract howsoeverentered into between our Company and the accounting firm.

Remuneration of the accounting firm and the manner in which the remuneration isdetermined shall be decided on by the Shareholders at the general Shareholders’ meeting. Theremuneration of the accounting firm appointed by the Board of Directors shall be confirmed bythe Board of Directors.

Appointment, dismissal/replacement or termination of the contract of the accounting firmby our Company is subject to the resolution of the Shareholders at the general Shareholders’meeting and shall be filed with the securities regulatory authorities of the State Council.

Before dismissing, reappointing, replacing or terminating the contract with the accountingfirm, our Company shall send a notice to the accounting firm in advance notifying it of thematters relating to the dismissal, reappointment, replacement or contract termination, and theaccounting firm shall be entitled to attend the general Shareholders’ meeting and make astatement.

In the event that the accounting firm requests to resign, it shall declare to the generalShareholders’ meeting whether our Company is affected by any improprieties.

The accounting firm shall resign by sending a written resignation notice to our Company’slegal address. The notice shall take effect on the date of delivery to that address or on the datespecified in the notice, whichever is later.

The notice shall include the following statements:

(i) Its resignation does not include any statement that should be disclosed to theShareholders or creditors of our Company; or

(ii) Any statement that should be disclosed.

Within 14 days of receipt of the notice mentioned above, our Company shall send thecopy of the notice to related competent authorities. If the notice includes statementsmentioned in (ii) of the preceding paragraph, our Company shall retain a copy thereof forperusal by the Shareholders and deliver such copy in accordance with the Articles ofAssociation or send a copy of the above-mentioned statements to all Shareholders who areentitled to receive the Company’s financial reports in accordance with the addressesregistered on the register of Shareholders by postage-prepaid mail or, under the premisesubject to applicable laws, regulations and listing rules, post such information at the companywebsite or a site specified by the stock exchange of the place in which the Company’s sharesare listed.

In the event that the resignation notice of the accounting firm includes any statement thatshould be disclosed to the Shareholders or creditors, the accounting firm may request theBoard of Directors to convene an extraordinary general meeting to hear its explanationsregarding the resignation.


— VIII-13 —

8 NOTIFICATION AND AGENDA OF GENERAL SHAREHOLDERS’ MEETINGS

The general Shareholders’ meeting is the authorized organ of our Company that canperform duties and exercise powers in accordance with the law.

Apart from special circumstances such as where our Company is in crisis, without theapproval of a special resolution of the general Shareholders’ meeting, our Company shall notenter into a contract with any person other than the Directors, Supervisors and seniormanagement that would make a person responsible for the management of all or part of themain business of our Company.

Under any of the following circumstances, the Board of Directors shall convene anextraordinary general meeting within two months:

(a) The number of Directors is less than the number specified in the Company Law orless than two thirds of the number required in the Articles of Association;

(b) The uncovered losses of our Company reach one-third of its total paid-in sharecapital;

(c) The Shareholders holding 10% or more shares separately or jointly request toconvene an extraordinary general meeting in writing;

(d) The Board of Directors considers it necessary or the Supervisory Committeeproposes convening an extraordinary general meeting; or

(e) Any other circumstances stipulated in laws, administrative regulations, regulationsof the competent authorities, the Articles of Association and the listing rules of theplace in which the Company’s shares are listed.

When convening a general Shareholders’ meeting, our Company shall send a writtennotice to inform all registered Shareholders of the matters to be deliberated at the meeting aswell as the date and venue of the meeting 45 days before it is convened (excluding the dateof meeting). Shareholders planning to attend shall send to our Company a written reply to thateffect 20 days before the meeting is held.

At our Company’s general Shareholders’ meeting, the Shareholders individually or jointlyholding 3% or more Shares are entitled to submit written proposals to our Company.

Our Company shall calculate the number of Shares with voting power represented by theShareholders planning to attend the general Shareholders’ meeting in accordance with thewritten replies received 20 days before the meeting is convened. In the event that the numberof Shares with voting power represented by the Shareholders planning to attend reaches morethan one half of our total number of Shares with voting power, our Company may convene thegeneral Shareholders’ meeting. If this number is not reached, our Company shall again informthe Shareholders of the matters to be deliberated and the date and venue of the meeting withinfive days in the form of an announcement before the general Shareholders’ meeting may beconvened.


— VIII-14 —

The notice of the general Shareholders’ meeting shall be in writing and meet the followingrequirements:

(a) Specified venue, date and duration of the meeting;

(b) Specified matters and resolutions to be deliberated at the meeting;

(c) Provision to the Shareholders of the materials and explanations necessary for theShareholders to make sound decisions about the matters to be deliberated. Thisprinciple includes, but is not limited to, the provision of the detailed terms andcontract(s), if any, of the proposed transaction(s) and proper explanations aboutrelated causes and effects when our Company proposes merger/s, redemption ofshares, restructuring of stock capital or other restructuring;

(d) In the event that any of the Directors, Supervisors, CEO or other senior managementhas material interests at stake in matters to be deliberated, the nature and extent ofthe interests at stake shall be disclosed. If the matters to be deliberated affect anyDirector, Supervisor, CEO or other senior management as a Shareholder in amanner different from how they affect other Shareholders of the same type, thedifference shall be explained;

(e) Inclusion of the full text of any special resolution to be proposed for adoption at themeeting;

(f) A clear explanation that the Shareholder is entitled to attend and vote at the generalShareholders’ meeting, or to appoint one or more entrusted representative to attendand vote at the meeting on his or her behalf and that such may not necessarily beShareholders;

(g) Record date for shareholders who are entitled to attend the meeting;

(h) Name and telephone number of the contact person;

(i) Specified delivery time and place of the power of attorney for proxy voting of themeeting; and

(j) Where the general Shareholders’ meeting is to be conducted online or by way ofother means, the time and procedure of such online voting or other voting methodsshall be clearly stated in the notice of general Shareholders’ meeting.

The notice of the general Shareholders’ meeting and circular of the Company shall besent in person or by postage-paid mail, to the holders of H Shares in accordance with therelevant provisions of the Listing Rules regardless of whether such Shareholders have theright to vote at the general Shareholders’ meeting, and each recipient’s address shall beaccording to the address indicated on the register of Shareholders. For holders of DomesticShares, the notice of our general Shareholders’ meeting may be given in the form of anannouncement.


— VIII-15 —

This announcement shall be published in one or more newspapers designated by thesecurities governing authority of the State Council within a period of 45 to 50 days before themeeting is convened. Once the announcement is made, all holders of Domestic Shares shallbe deemed to have received the notice of our general Shareholders’ meeting. In the event thatthe notice of the meeting is not sent to persons entitled to receive it due to accident oroversight, or such persons fail to receive notice of the meeting, the meeting and resolutionsmade at the meeting shall not be thereby affected.

The Shareholders require to convene an extraordinary general meeting or classifiedShareholders’ meeting in accordance with the following procedures:

(a) Shareholders who separately or jointly hold 10% or more of the Shares may requestthe Board to convene an extraordinary general meeting or classified Shareholders’meeting by signing a written requirement or several copies with the same format andto illustrate the subject of the meetings. The aforesaid number of share holdings iscalculated as at the date of the submission of the written requirement by theShareholders.

(b) In the event that the Board cannot or fails to perform its duty to convene a meeting,The shareholders referred to in (a) may propose to the Board of Supervisors inwriting to convene the meeting. The Supervisory Committee shall convene and chairthe meeting in time; if the Supervisory Committee fails to convene and chair themeeting, the Shareholders who separately or jointly hold more than 10% of theShares of our Company within more than 90 consecutive days may convene andchair by themselves.

If the Shareholders call and convene a meeting by themselves since the Board cannotconvene a meeting in accordance with the foresaid requirement, the expenses reasonablyresulted therefrom shall be borne by our Company and be deducted from the amounts due tothe Directors as a result of loss of office.

Shareholders who separately or jointly hold more than 3% of the Shares of our Companymay submit a temporary proposal to the convener in writing prior to 10 days since theconvening of the general Shareholders’ meeting; the convener shall notify other Shareholderswithin 2 days upon receiving the proposal and submit this temporary proposal to the generalShareholders’ meeting for consideration.

Apart from aforesaid matters, the convener shall not amend the proposals stated in thenotice of the general Shareholders’ meeting or add new proposals upon issuance of theannouncement on the notice of the general Shareholders’ meeting.

The general Shareholders’ meeting shall be chaired by the president; if the presidentcannot or fails to perform his duties, the general Shareholders’ meeting shall be chaired by thevice-president; if the vice-president cannot or fails to perform his duties, the generalShareholders’ meeting shall be chaired by a director co-elected by more than half of thedirectors. If the Board cannot or fails to perform its duty to convene the general Shareholders’meeting, the Supervisory Committee shall convene and chair the meeting in time; if theSupervisory Committee cannot or fails to perform its duty to convene the generalShareholders’ meeting, the Shareholders who separately or jointly hold more than 10% of our


— VIII-16 —

Company’s shares within more than 90 consecutive days may convene and chair the meetingby themselves. If the Shareholders cannot elect the chairman due to any reason, theshareholder (including his proxy) presented at the meeting who hold the shares carrying themaximum voting rights shall act as the chairman of the meeting.

The following matters shall be approved by the general Shareholders’ meeting throughordinary resolutions:

(a) Work report of the Board of Directors and Supervisory Committee;

(b) Plans of earnings distribution and loss make-up schemes drafted by the Board ofDirectors;

(c) Appointment or dismissal of the members of the Board of Directors and the membersof Supervisory Committee who are not assumed by staff representatives, andremuneration and payment methods of the members of the Board of Directors andthe members of Supervisory Committee;

(d) Annual budget/final account report, annual report of our Company; and

(e) Other matters in addition to those approved by special resolution stipulated in thelaws, administrative regulations or the Articles of Association.

The following matters shall be approved by special resolution at the generalShareholders’ meeting:

(a) Our Company’s capital stock increases/decreases and issues of any type of shares,warrants and other similar securities;

(b) Our Company’s bond issues;

(c) Division, merger, dissolution and liquidation of our Company and the change of formof our Company;

(d) Amendment of the Articles of Association;

(e) Substantial assets acquired or disposed of or guarantee granted for an amountexceeding 30% of the latest audited total assets of the Company within one year;

(f) share equity incentive plan;

(g) Other matters as required by the laws, administrative regulations or the Articles ofAssociation, and as approved by ordinary resolution of the general Shareholders’meeting which are believed could materially affect our Company and need to beapproved by special resolution.

9 SHARE TRANSFERS

All fully paid up overseas listed foreign Shares listed in Hong Kong shall be exemptedfrom any restriction on the right of transfer (except when otherwise specified by the laws,administrative regulations, department rules, and listing rules of the place where theCompany’s shares are listed) and shall also be exempted from all lien pursuant to the Articlesof Association.


— VIII-17 —

However, unless the overseas listed foreign Shares listed in Hong Kong meet thefollowing conditions, the Board of Director may refuse to recognize any transfer documentwithout giving any reason:

(a) Payment made to the Company in accordance with the fee standard provided in theListing Rules of the Stock Exchange of Hong Kong, but such payment shall notexceed the maximum fee provided by the Stock Exchange of Hong Kong in its ListingRules from time to time;

(b) The transfer documents only involve overseas listed foreign Shares listed in HongKong;

(c) The stamp duty chargeable on the transfer documents has been paid;

(d) The relevant Share certificate, and upon the reasonable request of the Board ofDirectors, any evidence in relation to the right of the transferor to transfer the Shareshas been submitted;

(e) If the Shares are to be transferred to joint holders, the number of the joint holdersshall not exceed four; and

(f) Our Company does not have any lien on the relevant Shares.

Except otherwise provided by the securities regulatory authorities of the place where theCompany’s shares are listed, no change may be made to the information in the register ofShareholders as a result of the share transfer within 30 days before the general Shareholders’meeting is convened or within five days prior to the record date on which our Company hasdecided to distribute dividends.

10 RIGHTS OF OUR COMPANY TO BUY BACK OUR OUTSTANDING ISSUED SHARES

Under any of the following circumstances, our Company may buy back our outstandingissued Shares pursuant to the requirements of the laws, administrative rules and regulationsand the Articles of Association:

(a) Cancellation of the Shares to reduce our Company’s share capital;

(b) Merger with other companies which hold our Shares;

(c) Granting Shares to the staff of our Company as incentives;

(d) Buying back the Shares from Shareholders who vote against any resolutionsadopted at the general Shareholders’ meeting concerning the merger and division ofour Company; or

(e) Other circumstances as required by the laws, administrative regulations anddepartment rules, and as approved by the listing rules of the place where theCompany’s shares are listed.


— VIII-18 —

In the event our Company buys back the Shares for reasons stated in (a) through (c) ofthe preceding paragraph, related resolutions must be adopted at the general Shareholders’meeting. If our Company buys back the Shares according to the provision of the precedingparagraph under the circumstances set forth in (a), the shares bought back must be cancelledwithin ten days of the date on which they are bought back. In the event of the circumstancesset forth in (b) and (d) the Shares bought back must be transferred or cancelled within sixmonths.

In the event that our Company buys back the Shares pursuant to the provisions of (c) inthe preceding paragraph, the Shares bought back may not exceed 5% of the total Sharesissued. The fund used for such buyback must be allocated from the after-tax net profit of ourCompany and the Shares bought back must be transferred to the staff within one year.

Our Company may buy back Shares in any of the following ways:

(a) Making a comprehensive buyback offer in the same proportion to all Shareholders;

(b) Buying back Shares through public trading on the securities exchange;

(c) Buying back Shares by an agreement outside a stock exchange;

(d) In other ways approved by the competent authorities of the PRC.

Where our Company buys back the Shares by an agreement outside a stock exchange,it shall obtain prior approval at the general Shareholders’ meeting pursuant to the Articles ofAssociation. Likewise, subject to the prior approval of the general Shareholders’ meeting, ourCompany may cancel or amend the contract signed in the aforesaid manner or waive any ofits rights in the contract. As for the redeemable Shares that our Company is entitled to buyback, if they are not bought back in the market or by bidding, the price may not exceed acertain maximum limit. If the Shares are bought back by bidding, a proposal to bid must bemade to all Shareholders on equal terms. The contract that buys back the Shares includes, butis not limited to, an agreement that consents to undertake the obligation to buy back theShares and obtain the rights to buy them back.

Our Company shall not transfer any contract that buys back the Shares or any rightsconferred under the contract.

Unless our Company has entered into the liquidation process, we must observe thefollowing provisions for the buyback of issued Shares:

(a) Where our Company buys back Shares at book value, the funds shall be deductedfrom the book balance of our distributable earnings and the proceeds obtained fromthe issue of new Shares to buy back the old Shares;

(b) Where our Company buys back the Shares at a premium to the book value, theportion of funds equivalent to book value shall be deducted from the book balanceof our distributable earnings and the proceeds obtained from the issue of newShares made for the purpose of buying back of Shares, while the portion of fundshigher than book value shall be dealt with in the following manner:


— VIII-19 —

(i) Where the Shares bought back were issued at book value, the funds shall bededucted from the book balance of our distributable earnings;

(ii) Where the Shares bought back were issued at a premium to the book value, thefunds shall be deducted from the book balance of our distributable earnings andthe proceeds obtained from the issue of new Shares made for the purpose ofbuying back of Shares. However, the amount deducted from the proceedsobtained from the issue of new Shares shall not exceed the total premiumamount obtained when the Shares bought back were issued or the amount(including the premium amount of the issue of new Shares) in our capitalreserve account when the Shares are bought back.

(c) The funds paid by our Company for the following purposes shall be allocated fromour distributable earnings:

(i) To obtain the right to buy back the Shares;

(ii) To modify any contract to buy back the Shares;

(iii) To release any obligation of our Company under the share buyback contract.

(d) After the total book value of the cancelled Shares is deducted from our registeredcapital pursuant to the relevant provisions, the amount deducted from thedistributable earnings for paying up the book value portion of the Shares boughtback shall be credited to our premium account (or capital reserve account).

11 DIVIDEND AND DISTRIBUTION METHODS

Our Company may distribute dividends by way of cash, shares or other circumstances asapproved by the laws, administrative regulations, department rules, and the listing rules of theplace where the Company’s shares are listed. When our Company pays cash dividends andother funds to the holders of Domestic Shares, payment shall be made in Renminbi.

When our Company pays cash dividends and other funds to holders of overseas listedforeign Shares, payment shall be denominated in Renminbi and paid in Hong Kong dollars. Theforeign exchange required by our Company to pay cash dividends and other funds to holdersof overseas listed foreign Shares shall be handled in accordance with the related regulationsof SAFE.

Our Company shall appoint, on behalf of holders of overseas listed foreign Shares,receiving agents to receive dividends and other payable funds that are distributed with respectto our overseas listed foreign Shares and the receiving agent shall be a trust companyregistered under the Trustee Ordinance (Chapter 29 of the Laws of Hong Kong).

The receiving agents appointed by our Company shall comply with related provisions ofthe laws or the securities exchange where the Shares are listed.


— VIII-20 —

12 SHAREHOLDER PROXIES

Any Shareholder who is entitled to attend and vote at our general Shareholders’ meetinghas the right to appoint one or more persons (who may not necessarily be Shareholders) ashis or her Shareholder proxy to attend and vote at the meeting in his or her place. Pursuantto the authorization of the Shareholder, the proxy may exercise the following rights:

(a) Speak for the Shareholder at the general Shareholders’ meeting;

(b) Demand a poll individually or with others;

(c) Except otherwise provided by the applicable laws, administrative regulations,department rules, the listing rules of the place where the Company’s shares arelisted, or other securities laws and regulations, exercise the right to vote by a showof hands or a poll, but the Shareholder proxy may only exercise the right to vote bya poll when more than one proxy is appointed.

The Shareholder proxy appointment shall be in writing and shall be signed by theappointor or a person duly authorized in writing. Where the appointor is a legal person, thestamp of the legal person shall be affixed, or signed by the Director or a duly authorized agent.The power of attorney must be kept at the residential address or other location designated inthe notice convening the meeting no later than 24 hours before the meeting at which the powerof attorney is put to vote is convened or 24 hours before the designated time at which theresolution is adopted. If the power of attorney is signed by another person authorized by theappointor by means of power of attorney or other instrument of authorization, the power ofattorney or other instrument must be verified by a notary. The power of attorney or otherinstrument verified by the notary must be kept together with the power of attorney appointingthe entrusted representative at our residential address or other location designated at thenotice convening the meeting.

A legal person shareholder should attend the meeting by its legal representatives or theproxy appointed by the legal representative. Legal representative who attend the meetingshould produce his own identity card and valid certificates evidencing his capacity as a legalrepresentative. While appointing proxy to attend the meeting, the proxy should produce hisidentity card and a written authorization instrument issued by the legal representative of thelegal person shareholder.

Any form sent by the Directors to the Shareholder for appointing a Shareholder proxyshall allow the Shareholder, according to his or her free will, to instruct the proxy to vote andprovide instructions separately for matters to be put to vote on each item on the meetingagenda. The power of attorney shall specify that the Shareholder proxy may vote at his or herown discretion if the Shareholder does not provide instructions.

The votes of the Shareholder proxy given pursuant to the terms of an instrument of proxyshall remain valid notwithstanding the previous death, loss of capacity of the appointor orrevocation of the proxy or of the authority under which the proxy was executed, or the transferof the Shares in respect of which the proxy is given, provided that our Company does notreceive written notice concerning such matters before the related meeting is convened.


— VIII-21 —

13 REGISTER OF SHAREHOLDERS AND OTHER RIGHTS OF SHAREHOLDERS

Pursuant to the understanding reached and agreement entered into between thecompetent agency in charge of securities under the State and the overseas securitiesregulatory authorities, our Company may keep overseas a register of the holders of theoverseas listed foreign Shares and entrust an overseas entity to manage it. The originalregister of the holders of the overseas listed foreign Shares listed in Hong Kong shall be keptin Hong Kong.

Our Company shall keep a copy of the register of the holders of the overseas listedforeign Shares at our residential address. The overseas entrusted entity shall at all timesmaintain consistency between the original and copy of the register of the holders of theoverseas listed foreign Shares.

In case of inconsistency between the original and copy of the register of the holders of theoverseas listed foreign Shares, the original shall prevail.

Our Company must keep a complete register of Shareholders. The register ofShareholders shall include the following:

(a) Register of Shareholders kept at our residential address other than those specifiedin (b) and (c);

(b) Register of the holders of our overseas listed foreign Shares kept at the location ofthe stock exchange where such Shares are listed; and

(c) Register of Shareholders kept in other locations according to the decision of theBoard of Directors as required for the listing of the Shares.

Different parts of the Shareholders’ register shall not overlap. The transfer of Sharesregistered in a certain part of the register of Shareholders shall not be registered elsewherein the register of Shareholders as long as the Shares remain registered. Any alteration orrectification to any part of the register of Shareholders shall be made in accordance with thelaws in the place where such part of the register of Shareholders is maintained.

Save as otherwise provided by securities regulatory authorities of the place where theShares of our Company are listed, no change of the register of Shareholders as a result ofshare transfer shall be made within 30 days before the general Shareholders’ meeting isconvened or within five days prior to the record date on which our Company decides to paydividends.

When our Company convenes the general Shareholders’ meeting, pays dividends, goesinto liquidation or is involved in other actions that require the confirmation of equities, theBoard of Directors or the convenor of the general Shareholders’ meeting shall fix a date as theequity registration date, upon expiration of which the Shareholders whose names appear onthe register of Shareholders shall be the Shareholders.


— VIII-22 —

Any person who objects to the register of Shareholders and requests to register his or hername (title) in the register of Shareholders or to remove his or her name (title) from the registerof Shareholders may apply to the court with jurisdiction to amend the register of Shareholders.

The Shareholders are entitled to obtain the following information, including but not limitedto:

(a) The Articles of Association after paying the cost;

(b) The right to inspect and copy the following after paying a reasonable fee:

(i) All parts of the register of Shareholders;

(ii) Personal data of the Directors, Supervisors and senior management;

(iii) Status of the issued share capital of our Company;

(iv) Report on the total book value, quantity, maximum and minimum prices of eachclass of own Shares repurchased by our Company since the previousaccounting year and all expenses paid by our Company for this purpose; and

(v) Minutes of the general Shareholders’ meeting, special resolutions, resolutionsof the Board of Directors’ meeting, resolutions of the Supervisory Committeemeeting;

(vi) The latest audited financial statements, and reports of the Board of Directors,the auditors and the Supervisory Committee;

(vii) Copy of the latest annual inspection report submitted to the competentadministration for industry and commerce or other competent authorities forfiling (if applicable).

Whenever a Shareholder proposes to inspect the relevant information as described aboveor requests materials, he or she shall provide our Company with written documents certifyingthe type and number of the Shares held and our Company shall provide the relevantinformation and materials in accordance with the requirements of the Shareholder afterverifying his or her identity.

14 QUORUM OF GENERAL SHAREHOLDERS’ MEETINGS

If the number of Shares carrying voting rights represented by the Shareholders intendingto attend the meeting exceeds one half of the total number of Shares carrying voting rights, ourCompany may convene the general Shareholders’ meeting. If the number of a class of Sharescarrying voting rights represented by the Shareholders intending to attend the meetingexceeds one half of the total number of such class of Shares, our Company may convene aclassified Shareholders’ meeting.


— VIII-23 —

15 RESTRICTIONS ON RIGHTS OF THE CONTROLLING SHAREHOLDERS

Apart from the obligations required in laws, administrative regulations, regulations of theauthorities or the listing rules of the stock exchange on which the Shares are listed, theControlling Shareholder shall not make any decision that is detrimental to the interest of all orpart of the Shareholders on the following issues by exercising his or her Shareholder votingrights:

(a) Releasing the Directors and Supervisors from the responsibility of acting honestly inthe best interest of our Company;

(b) Permitting the Directors and Supervisors (for their own or others’ interests) todeprive our Company of assets in any form, including, but not limited to, anyopportunity that is beneficial to our Company; and

(c) Permitting the Directors and Supervisors (for their own or others’ interests) todeprive other Shareholders of their personal rights and interests, including, but notlimited to, any dividend distribution or voting right, but excluding the restructuring ofour Company approved at the general Shareholders’ meeting pursuant to the Articlesof Association.

16 COMPANY LIQUIDATION

Under any of the following circumstances, our Company shall be lawfully dissolved andliquidated:

(a) The general Shareholders’ meeting adopts a resolution to dissolve our Company;

(b) Our Company needs to be dissolved for the purpose of merger or division;

(c) Our Company is declared legally bankrupt as a result of failure to pay debts as theyfall due;

(d) The business license is revoked, or our Company is ordered to close or beeliminated according to applicable law;

(e) Where our Company encounters significant difficulties in business and management,continuous survival may be significantly detrimental to the interests of theShareholders, and the difficulties may not be overcome through other means,Shareholders who hold more than 10% of the Shares carrying voting rights mayrequest the court to dissolve our Company.

Where our Company is dissolved due to the provisions set forth in (a), (d) and (e) above,the liquidation team shall be established within 15 days and the personnel of the liquidationteam shall be consist of the persons determined by the Directors or the general Shareholders’meeting. In the event the liquidation team is not established during such period, the creditorscan request the people’s court to appoint relevant personnel to establish the liquidation teamfor liquidation. In the event that our Company is dissolved in accordance with the provisionsset forth in (c) above, the people’s court shall organize the Shareholders, related agencies andprofessionals to form the liquidation team pursuant to relevant provisions of the law.


— VIII-24 —

If the Board of Directors decides to liquidate our Company (except where our Companyis liquidated after declaring bankruptcy), the Board of Directors shall state in the notice of thegeneral Shareholders’ meeting convened for this purpose that the Board of Directors hasperformed a comprehensive investigation of the status of our Company and believes that ourCompany is able to payoff all of our debts within 12 months of the start of liquidation.

After the resolution to liquidate our Company is adopted by the general Shareholders’meeting, the powers and duties of the Board of Directors shall terminate immediately.

In accordance with the instructions of the general Shareholders’ meeting, the liquidationteam shall at least once a year report at the general Shareholders’ meeting on the income andexpenditure of the liquidation team, progress of the business and liquidation of our Company,and submit a final report at the general Shareholders’ meeting upon completion of liquidation.

Within ten days of the establishment of the liquidation team, the creditors shall be notifiedand an announcement shall be published in newspaper within 60 days. The creditors shalldeclare their claims to the liquidation team within 30 days of the date on which the notice isreceived or 45 days of the date of announcement if the notice is not received. The liquidationteam shall carry out registration of the creditors’ claims.

The liquidation team shall exercise the following powers during the liquidation period:

(a) Take stock of our Company’s assets and prepare a balance sheet and a list of assetsrespectively;

(b) Notify or publish an announcement to creditors;

(c) Deal with and liquidate any pending business associated with our Company;

(d) Payoff all outstanding taxes and taxes in connection with liquidation;

(e) Settle claims and debts;

(f) Dispose of the remaining assets of our Company after paying up all the debts; and

(g) Represent our Company in any civil litigation proceedings.

After taking stock of the assets of our Company and preparing the balance sheet and listof properties, the liquidation team shall draw up a liquidation scheme and submit it to theShareholders’ meeting or the people’s court for recognition.

In the event of liquidation in connection with dissolution of the Company and theliquidation team finds that, after taking stock of our Company’s assets and preparing thebalance sheet and list of assets, that the assets are insufficient to pay the debts, it shallimmediately apply to the people’s court to declare bankruptcy.


— VIII-25 —

After our Company is declared insolvent by ruling of the people’s court, the liquidationteam shall turn over matters regarding the liquidation to the people’s court. Upon completionof liquidation of our Company, the liquidation team shall prepare a liquidation report, incomeand expenditure report and financial record during the liquidation period, which, after beingverified by a China-registered accountant, shall be submitted to our general Shareholders’meeting or the people’s court for recognition.

Within 30 days of the date of approval by the Shareholders’ meeting or people’s court, theliquidation team shall submit the above-mentioned documents to the company registrationauthority and apply for cancellation of our registration and publish an announcement on ourtermination.

17 OTHER IMPORTANT PROVISIONS FOR OUR COMPANY OR THE SHAREHOLDERS

(a) General Provisions

Our Company is a permanently existing joint stock limited liability company.

Our Company may invest in other limited liability companies or joint stock limited liabilitycompanies, provided that except as otherwise provided by law, the liabilities of our Companyto be invested in are limited to the amount of its capital contribution.

The Articles of Association is binding on our Company, the Shareholders, Directors,Supervisors and senior management. These personnel may assert their rights in connectionwith the affairs of our Company based on the Articles of Association. Pursuant to the Articlesof Association, Shareholders may sue Shareholders, Shareholders may sue the Directors,Supervisors and senior management, Shareholders may sue our Company, and our Companymay sue Shareholders, Directors, Supervisors and senior management.

(b) Our Company may increase stock capital by the following means:

(i) Issuing new Shares to unspecified investors;

(ii) Placing new Shares with existing Shareholders;

(iii) Giving new Shares to existing Shareholders;

(iv) Converting the reserve funds into share capital;

(v) Other means approved by the laws, administrative regulations, regulations of theauthorities and securities regulatory authorities of the State Council.

Upon approval to increase our Company’s capital via an issue of new shares accordingto the provisions of the Articles of Association, the matter shall be dealt with in accordance withthe procedures of related laws and administrative regulations of the State.


— VIII-26 —

Subject to compliance with related laws and administrative rules and regulations of theState, our Company may decrease our registered share capital in line with the provisions ofthe Articles of Association.

If our Company decreases our registered capital, we must prepare a balance sheet anda list of properties.

After our Company’s reduction in capital, our registered capital may not be less than thestatutory minimum amount.

(c) Shareholders

The Shareholders are persons lawfully holding the Shares and whose names (titles) arealready listed in the register of Shareholders. Each Share of the same type has the samerights.

Shares issued by our Company to overseas investors and subscribed to in foreigncurrencies are known as foreign Shares. Foreign Shares that are listed overseas are knownas overseas listed foreign Shares. Both domestic Shareholders and foreign Shareholders areordinary Shareholders, entitled to the same rights and assuming the same obligations. Therights of our ordinary Shareholders are as follows:

(i) To receive distribution of dividends and other forms of benefits according to thenumber of Shares held;

(ii) To participate in or appoint a Shareholder proxy to participate in and exercise votingrights at the Shareholders’ meeting;

(iii) To supervise and manage our business and operational activities, providesuggestions or submit queries;

(iv) To transfer the shares held according to the provisions of the laws, administrativeregulations and the Articles of Association;

(v) To obtain relevant information according to the provisions of the Articles ofAssociation;

(vi) To participate in the distribution of the remaining assets of our Company accordingto the number of Shares held upon our termination or liquidation; and

(vii) Other rights conferred by laws, administrative regulations and the Articles ofAssociation.

When any person is interested directly or indirectly in the Shares of our Company, ourCompany shall not freeze or otherwise impair any of the rights attaching to any Share byreason only that the person has not disclosed his interests to our Company.

Our Company shall adopt the registered method for the Shares.


— VIII-27 —

The Share certificates are signed by the chairman of the Board of Directors. Where thestock exchange on which the Shares are listed requires our other senior management to signthe Share certificates, they shall also be signed by other such personnel. The Sharecertificates shall become effective after being affixed with the stamp of our Company orprint-stamped. Affixing our Company stamp to the Share certificates is subject to theauthorization of the Board of Directors. The signature of the chairman of the Board of Directorsor other related senior management may also be printed on the Share certificates.

If any person whose name appears in the register of Shareholders or requests to registerhis or her name (title) in the register of Shareholders loses his or her Share certificates (thatis, “original Share certificates”), he or she may apply to our Company to reissue new Sharecertificates for those Shares.

In the event holder of Domestic Shares applies to our Company for a reissue after losingthe Share certificates, the matter shall be dealt with pursuant to related provisions of theCompany Law.

In the event a holder of overseas listed foreign Shares applies to our Company for reissueafter losing the Share certificates, the matter shall be dealt with pursuant to the laws and rulesof the stock exchange where the original register of holders of the overseas listed foreignShares is kept, or other related provisions. If a holder of H Shares loses Share certificates andapplies for a replacement issue, the Share certificates shall be issued in compliance with thefollowing requirements:

(i) The applicant shall submit the application in the standard format designated by ourCompany and attach a notary certificate or legal declaration. The contents of thenotary certificate or legal declaration shall include the reason for the applicant’srequest, circumstances and evidence of loss of Share certificates, as well as astatement that nobody else may request to be registered as a Shareholder withrespect to the pertinent Shares.

(ii) Before deciding to issue new Share certificates, our Company does not receive anystatement in which any person other than the applicant requests to be registered asthe Shareholder with respect to the Shares.

(iii) If our Company decides to issue new Share certificates to the applicant, we shallpublish an announcement in newspapers designated by the Board of Directorsindicating that we plan to reissue new Share certificates. The announcement periodshall be 90 days and the announcement shall be published at least once every 30days. The newspapers designated by the Board of Directors shall be Chinese andEnglish newspapers recognized by the Stock Exchange (at least one for each).

(iv) Before publishing the announcement indicating that we plan to re-issue new Sharecertificates, our Company shall submit a copy of the announcement to be publishedto the securities exchange on which the Shares are listed and may publish theannouncement after receiving a reply from the stock exchange confirming that theannouncement has been displayed at the stock exchange. The period of displayingthe announcement at the stock exchange is 90 days.


— VIII-28 —

If the application for reissue of new Share certificates is not approved by the registeredShareholders of the related Shares, our Company shall mail the copy of the announcement tobe published to the Shareholders.

(v) In the event that nobody raises any objection to the reissue of new Share certificatesto our Company, upon expiration of the 90-day display period of the announcementspecified in (iii) and (iv) above, the new Share certificates may be reissuedaccording to the application.

(vi) When re-issuing new Share certificates, our Company shall immediately cancel theoriginal Share certificates and register the cancellation and replacement issue onthe register of Shareholders.

(vii) All expenses incurred by our Company from the cancellation of the original Sharecertificates and replacement issue of the new Share certificates shall be borne bythe applicant. Before the applicant has provided reasonable security, our Companyshall have the right to refuse to take any action.

(d) Shareholders Failing to be Contacted

Our Company is entitled to reclaim without payment the Shares of a Shareholder of HShares failing to be contacted under the circumstances indicated below and sell them to anyother persons:

(i) Our Company has paid dividends at least three times on these Shares within 12years, but no one has claimed the dividends during that period;

(ii) Upon expiration of the 12-year period, our Company publishes an announcement ina newspaper, indicating our intention to sell the Shares and notifies the stockexchange where such Shares are listed of such intention.

(e) Regulations on the Powers of the Board of Directors and Convening the Board

Directors’ Meetings

The Board of Directors is responsible to the general Shareholders’ meeting and exercisesthe following powers:

(i) To convene the general Shareholders’ meeting and report on work to the generalShareholders’ meeting;

(ii) Implement the resolutions of the general Shareholders’ meeting;

(iii) Determine our business and investment plans;

(iv) Devise our annual financial budget and closing account plans;

(v) Devise our earnings distribution and loss offset plans;


— VIII-29 —

(vi) Formulate the plans for increasing or decreasing our registered capital, the issuanceof corporate bonds or other securities, as well as the listing of the stock of ourCompany;

(vii) Formulate plans for corporate merger, separation, changing the form and dissolutionof our Company;

(viii) Formulate plans for major acquisitions, the acquisition of shares of our Company;

(ix) Determine such matters as our external investment, purchase/sale of assets, assetpledge, entrusting wealth management and connected transaction within the scopeauthorized by the general Shareholders’ meeting;

(x) Review the matters on external guarantees provided by our Company pursuant tothe laws and regulations as well as this Articles of Association;

(xi) Decide on the setup of our Company’s internal management organization;

(xii) Decide on the composition of special committees under the Board of Directors andchairmen of the special committees under the Board of Directors;

(xiii) Appoint or dismiss the president of our Company; based on the nomination of thepresident, appoint or dismiss our vice president, the chief financial officer; appointor dismiss the secretary of the Board of Directors, and determine their remuneration;

(xiv) Decide the establishment of the branch of our Company;

(xv) Make the modification plan to this Articles of Association;

(xvi) Set our basic management systems;

(xvii) Manage the disclosure of company information;

(xviii) Propose the appointment or replacement of the accounting firm that performs auditsfor our Company at the general Shareholders’ meeting;

(xix) Attend to the work report of our president and review the work of the president;

(xx) Decide on other major matters and administrative affairs other than those specifiedin the laws, administrative regulations, regulations of the competent authorities andthis Articles of Association to be decided by the general Shareholders’ meeting andsign other important agreements;

(xxi) Other powers and duties authorized by the laws, administrative regulations,regulations of the competent authorities, listing rules of the place where the Sharesof our Company are listed and this Articles of Association as well as the generalShareholders’ meeting.

All of the above resolutions adopted by the Board of Directors, except those in (vi), (vii)and (xv) and those that must be approved by more than a two-thirds vote of the Directorsotherwise specified in laws, administrative regulations and the Articles of Association, shall beapproved by a simple majority of votes by the Directors.


— VIII-30 —

Meetings of the Board of Directors shall be convened at least four times a year and becalled by the chairman of the Board of Directors, and a notice of at least 14 days shall be sentto all Directors and Supervisors before the meeting is convened.

The chairman of the Board of Directors shall convene and preside over a special meetingof the Board of Directors within ten days since receiving the proposal in case of the occurrenceof any one of the following events:

(i) When the shareholders representing over 10% of voting rights make a proposal;

(ii) When the chairman of the Board of Directors deems necessary;

(iii) When over one third of directors make a proposal;

(iv) When over half of independent non-executive Directors make a proposal;

(v) When the Supervisory Committee makes a proposal;

(vi) When the president makes a proposal.

Notice of the special meeting of the Board of Directors shall be served 5 days before themeeting is convened.

The Directors shall attend the Board of Directors meeting in person. In the event thatDirectors are unable to attend the meeting for some reason, the Directors may appoint inwriting other Directors to attend the Board of Directors meeting. The proxy letter shall specifythe proxy’s name, entrusted matters, authority domain and the valid term, and shall be affixedwith the signature or seal of the consignor. The Director who attends the meeting on behalf ofanother Director shall exercise the right of the Director within the scope of authorization. If anyDirector fails to attend the meeting of the Board of Directors or entrusts a proxy to be presenton his/her behalf, such Director shall be deemed to have waived his/her voting rights at thatmeeting.

Meetings of the Board of Directors shall be attended by more than one-half of theDirectors (including Directors that appoint in writing other Directors to attend the Board ofDirectors in their place pursuant to the provisions of the Articles of Association) before theBoard of Directors meeting can be convened. Each Director has one vote.

Save as otherwise provided by other provisions of the Articles of Association, resolutionsmade by the Board of Directors must be approved by more than one-half of the Directors’votes.

When the number of affirmative votes equals the number of dissenting votes, thechairman of the Board of Directors is entitled to one additional vote.


— VIII-31 —

A director shall abstain from voting on passing of any contract or arrangement in whichhe/she himself/herself or any of his/her associates (as defined in the Listing Rules) ismaterially interested or any resolution proposed at a board meeting; such director shall not becounted in the quorum of the relevant meeting. Where the number of the directors who canvote on this matter is less than three, such issue shall be submitted to the generalShareholders’ meeting for voting.

(f) Independent Non-executive Director

The Board of Directors includes three independent non-executive Directors. Theindependent non-executive Directors shall carry out responsibilities in accordance withappropriate requirements of the laws, regulations, the relevant requirements of the listing rulesof the place where the Shares of our Company are listed or the relevant system of ourCompany.

(g) Secretary of the Board of Directors

The secretary of the Board of Directors must be a natural person with the requisiteexpertise and experience and be appointed by the Board of Directors.

(h) Supervisory Committee

Our Company shall set up a Supervisory Committee.

The Supervisory Committee consists of three Supervisors and includes one chairman.The Supervisors serve three-year terms and may be re-elected. The chairman of theSupervisory Committee shall be elected and dismissed by more than a two-thirds vote of themembers of the Supervisory Committee.

The Supervisory Committee shall consist of Shareholder representative Supervisors andemployee representative Supervisors which account for no less than one-third of theSupervisory Committee of our Company. The Supervisors assumed by non-employeerepresentatives shall be elected and dismissed by the general Shareholders’ meeting. TheSupervisors assumed by the employee representatives shall be elected and dismisseddemocratically by the employees.

The Directors and senior management shall not also serve as Supervisors.

The Supervisory Committee shall convene at least one meeting every six months. Whereit is deemed necessary by the chairman of the Supervisory Committee or where othersupervisors propose, the chairman shall convene extraordinary meetings of the SupervisoryCommittee. The chairman shall convene meetings of the Supervisory Committee. Notices inrelation to the regular meetings of the Supervisory Committee shall be delivered to allSupervisors ten days before the meetings. Notices in relation to extraordinary meetings of theSupervisory Committee shall be delivered 5 days before the meetings.

The Supervisory Committee lawfully exercises the following powers:

(i) Examine the financial standing of our Company;


— VIII-32 —

(ii) Supervise the Directors and senior management to ensure that they do not, inperforming their duties to our Company, act in contravention of any laws,administrative regulations or the Articles of Association, and to put forwardsuggestions for dismissing any Directors or senior management who are in breachof the laws, administrative regulations, the Articles of Association or resolutions ofthe general Shareholders’ meetings;

(iii) Require the Directors and senior management to take corrective measures whentheir actions are detrimental to our interests;

(iv) Verify the financial information such as the financial reports, business reports andprofit distribution plans to be submitted by the Board to the general Shareholders’meetings and, should any queries arise, to authorize, in the name of our Company,a re-examination by the certified public accountants and practicing auditors;

(v) Submit proposals at the general Shareholders’ meetings;

(vi) Propose to convene an extraordinary general meeting, where the Board of Directorsfails to perform the duties in relation to convening or presiding over the generalShareholders’ meeting as required by the Company Law, to convene and presideover the general Shareholders’ meeting;

(vii) Propose to convene extraordinary meetings of the Board of Directors;

(viii) Represent our Company in negotiating with or in bringing actions against theDirectors and senior management;

(ix) Investigate into any abnormalities in operation of our Company; if necessary, toengage accounting firms, law firms and other professional institutions to assist itswork, and the expenses shall be borne by our Company;

(x) Other powers and duties stipulated in the Articles of Association.

The Supervisors may attend the Board meeting, query or provide suggestions on theresolutions of the Board meeting.

(i) President

Our Company includes one president, appointed or dismissed by the Board of Directors.The president is responsible to the Board of Directors and exercises the following powers:

(i) Be in charge of the producing and operational management of our Company, toorganize the enforcement of resolutions of the Board of Directors and report to theBoard of Directors on work;

(ii) Organize the implementation of the annual operation plans and investment schemesof our Company;

(iii) Formulate the structure scheme of the internal management agency of ourCompany;


— VIII-33 —

(iv) Formulate the structure scheme of the branch of our Company;

(v) Formulate the substantial management system of our Company;

(vi) Formulate the detailed rules of our Company;

(vii) Propose the appointment or dismissal of the vice president, financial officer or othersenior management of our Company;

(viii) Appoint or dismiss other management except those who shall be appointed ordismissed by the Board of Directors;

(ix) Propose to convene extraordinary meetings of the Board of Directors;

(x) Other responsibilities authorized by the Articles of Association and the Board ofDirectors.

(j) Reserves

When the annual after-tax earnings of our Company are distributed, our Company mustallocate 10% of the earnings to our statutory reserve. When the total amount of the statutoryreserve reaches or exceeds 50% of our Company’s registered capital, no more allocationsneed to be provided.

If our statutory reserve is insufficient to offset our losses incurred during the previousyear, the earnings generated during the current year must be used to make up the lossesbefore allocating the statutory reserve in accordance with the requirements set forth in thepreceding paragraph.

After allocation to the statutory reserve from the after-tax earnings of our Company, wemay also allocate to the reserves at will from after-tax earnings in line with the resolution(s)adopted at the general Shareholders’ meeting.

After offsetting the losses and allocating to the reserve, all remaining earnings after taxmay be distributed to the Shareholders based on the proportion of respective shareholdings(other than earnings not distributed based on the proportion of shareholdings as provided inthe Articles of Association) upon obtaining the approval from general Shareholders’ meeting.

Our reserves must be used only for offsetting our losses, expanding the scale of businessand operations or for conversion into capital to increase our capital, but the capital reserveshall not be used to offset our losses.

(k) Settlement of Disputes

Our Company shall comply with the following rules governing the settlement of disputes:

(i) Whenever there occur any disputes or claims between our Company and theDirectors, Supervisors or senior management, holders of the overseas listed foreignShares and our Company, holders of the overseas listed foreign Shares and ourCompany’s Directors, Supervisors, president or other senior management, orholders of the overseas listed foreign Shares and holders of domestic Shares


— VIII-34 —

regarding the rights or obligations relating to the affairs of our Company conferredor imposed by the Articles of Association, the Company Law or any other relevantlaws and administrative regulations, such disputes or claims shall be referred by therelevant parties to arbitration;

Where the aforesaid dispute or claim of rights is referred to arbitration, the entireclaim or the dispute as a whole must be referred to arbitration, and any parties whohave a cause of action based on the same facts giving rise to the dispute or the claimor whose participation is necessary for the settlement of such dispute or claim, arebound by the award of the arbitration provided that such person is our Company ora Shareholder of our Company, a Director, a Supervisor, president or other seniormanagement. Disputes in relation to the definition of shareholders and disputes inrelation to the shareholders’ register need not be resolved by arbitration;

(ii) A claimant may elect for arbitration at either the CIETAC in accordance with its rulesor the HKIAC in accordance with its Securities Arbitration Rules. Once a claimantrefers a dispute or claim to arbitration, the other party must submit to the arbitralbody so elected by the claimant;

If a claimant elects for arbitration at HKIAC, any party to the dispute or claim mayrequest the arbitration to be conducted in Shenzhen in accordance with theSecurities Arbitration Rules of the HKIAC;

(iii) The laws of the PRC are applicable to the arbitration for the disputes or claims ofrights referred to in paragraph (i), unless otherwise provided in the laws andadministrative regulations;

(iv) The award of an arbitration body shall be final and binding on all parties.


— VIII-35 —

A. FURTHER INFORMATION ABOUT OUR GROUP

1. INCORPORATION

Our predecessor Dalian Wanfeng Real Estate Development Co., Ltd. (大連萬峰房地產開發有限公司) was incorporated in the PRC as a limited liability company on September 16, 2002and was renamed “Dalian Wanda Commercial Properties Co., Ltd.” on November 21, 2007.Dalian Wanda Commercial Properties Co., Ltd. was restructured as a joint stock company withlimited liability on December 10, 2009. Our Company has registered a principal place ofbusiness in Hong Kong at 18/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kongand was registered as a non-Hong Kong company under Part 16 of the Companies Ordinanceon September 2, 2014. In connection with such registration, our Company has appointed Ms.LAM Sophie as the authorized representative of our Company for the acceptance of service ofprocess and notices on behalf of our Company in Hong Kong. The address for service ofprocess on our Company in Hong Kong is the same as its registered place of business in HongKong.

As our Company was incorporated in the PRC, its operation, corporate structure and theArticles of Association are subject to the laws and regulations of the PRC. A summary ofcertain relevant aspects of the laws and regulations of the PRC and various provisions of ourArticles of Association are set out, respectively, in Appendices VII and VIII to this prospectus.

2. CHANGES IN THE SHARE CAPITAL OF OUR COMPANY

As the date of the incorporation of our predecessor, Dalian Wanfeng Real EstateDevelopment Co., Ltd. (大連萬峰房地產開發有限公司), our initial registered capital was RMB10,000,000, which was fully paid up by Dalian Wanda Real Estate Co., Ltd. (大連萬達房地產有限公司) and Dalian Yifang Real Estate Co., Ltd. (大連一方地產有限公司) in equal parts and wastherefore held as to 50% by Dalian Wanda Real Estate Co., Ltd. and as to 50% by DalianYifang Real Estate Co., Ltd.

On September 24, 2007, the registered capital of our Company was increased from RMB10,000,000 to RMB1,800,000,000, of which RMB1,610,000,000 was contributed by DalianWanda Group and RMB180,000,000 was contributed by Beijing Wanda Investment Co., Ltd.(北京萬達投資有限公司). Each of Dalian Wanda Real Estate Co., Ltd. (大連萬達房地產有限公司)and Dalian Wanda Group Real Estate Management Co., Ltd. (大連萬達集團房地產管理有限公司(the ultimate transferee of the equity interest in our Company held by Dalian Yifang RealEstate Co., Ltd.) respectively transferred their equity interests in our Company, amounting to0.3% in each case to Dalian Wanda Group on the same date and upon completion of the capitalincrease and such equity transfers, our Company was held as to 90% by Dalian Wanda Groupand as to 10% by Beijing Wanda Investment Co., Ltd. (北京萬達投資有限公司).

On December 10, 2009, our predecessor was converted into a joint stock company, bywhich our share capital was increased to RMB3,600,000,000 divided into 3,600,000,000shares of par value RMB1.00 each.

APPENDIX IX STATUTORY AND GENERAL INFORMATION

— IX-1 —

On December 24, 2010, the registered capital of our Company was increased from RMB3,600,000,000 to RMB3,736,000,000, the increased amount of which was contributed by 115individuals subscribing for 136,000,000 Shares at a price of RMB1.05 each.

On July 15, 2014, the registered capital of our Company was increased from RMB3,736,000,000 to RMB3,874,800,000, the increased amount of which was contributed by 61individuals, who were existing Shareholders, employees of Dalian Wanda Group and ourCompany, for total consideration of RMB1,021,568,000.

As of the Latest Practicable Date, our Company had 3,874,800,000 issued Shares and aregistered capital of RMB3,874,800,000. Wanda Dalian Group, our controlling shareholder,was interested in 1,979,000,000 Shares representing 51.074% of the registered capital of ourCompany.

Immediately upon completion of the Global Offering, the registered share capital of ourCompany will be RMB 4,474,800,000, made up of 3,874,800,000 Domestic Shares and600,000,000 H Shares (without taking into account the H Shares which may be issued uponany exercise of the Over-allotment Option) or up to 690,000,000 H Shares in total (assumingthe Over-allotment Option is fully exercised), with a nominal value of RMB 1.00 each.

Save as disclosed in this Appendix, there has been no alteration in the registered capitalof our Company since our establishment.

3. RESTRICTIONS ON SHARE REPURCHASES

For details of the restrictions on share repurchases by our Company, please refer to“Appendix VIII — Summary of the Articles of Association” to this prospectus.

4. SHAREHOLDERS’ RESOLUTIONS

Pursuant to an extraordinary general meeting of Shareholders held on August 13, 2014,our Shareholders resolved:

(a) to approve the issue of up to 600,000,000 H Shares (without taking into account theH Shares which may be issued upon any exercise of the Over-allotment Option) orup to 690,000,000 H Shares in total (assuming the Over-allotment Option is fullyexercised) of nominal value of RMB 1.00 each and that such H Shares be listed onthe Stock Exchange, and the issue price of the H Shares will be decided uponcompletion of the bookbuilding process for the Listing;

(b) subject to the completion of the Global Offering and the Listing, to approve and adoptthe Articles of Association effective on the Listing Date; and

(c) to authorize the Board and further authorize from the Board to authorize specifiedDirectors to handle all relevant matters relating to the issue of H Shares and theListing.


— IX-2 —

5. PRINCIPAL SUBSIDIARIES OF OUR COMPANY

(a) The following alterations in the registered capital of our principal subsidiaries havetaken place within the two years preceding the date of this prospectus:

(1) Xiamen Huli Wanda Plaza Investment Co., Ltd. (廈門湖裡萬達廣場投資有限公司)(“Xiamen Wanda Investment”)

On April 26, 2013, the registered capital of Xiamen Wanda Investment wasdecreased from RMB1,800,000,000 to RMB20,000,000 and the shareholding ofXiamen Wanda Investment, as a wholly owned subsidiary of our Company,remained unchanged.

(2) Wuxi Wanda City Investment Co., Ltd. (無錫萬達城投資有限公司) (“Wuxi WandaCity”)

On November 11, 2014, the registered capital of Wuxi Wanda City wasincreased from RMB2,000,000,000 to RMB4,000,000,000 and the shareholdingof Wuxi Wanda City, as a wholly owned subsidiary of our Company, remainedunchanged.

(b) Save as disclosed above, there was no change in the registered capital of ourprincipal subsidiaries during the two years preceding the date of this prospectus.


— IX-3 —

B. FURTHER INFORMATION ABOUT OUR BUSINESS

1. SUMMARY OF MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course ofbusiness) were entered into by our Company or its subsidiaries within the two years precedingthe date of this prospectus and are or may be material:

(i) sale and purchase agreement dated March 20, 2013, entered into between ourCompany and Wanda Commercial Properties (Hong Kong) Co. Limited and Mr.CHEN Chang Wei (陳長偉) and Ever Good Luck Limited pursuant to which the Groupagreed to acquire 1,856,341,956 shares in the HK Listed Subsidiary (representingapproximately 65% of the entire issued share capital of the HK Listed Subsidiary atthat time) and bonds of a principal amount of HK$209,000,000;

(ii) keepwell deed dated November 21, 2013 entered into between Wanda PropertiesOverseas Limited, Wanda Commercial Properties (Hong Kong) Co. Limited and ourCompany with the Bank of New York Mellon, London Branch as trustee of theUS$600,000,000 bonds due 2018;

(iii) deed of equity interest purchase undertaking dated November 21, 2013 entered intobetween our Company and the Bank of New York Mellon, London Branch as trusteeof the US$600,000,000 bonds due 2018;

(iv) Subscription Agreement dated November 14, 2013 entered into between WandaProperties Overseas Limited as issuer, Wanda Commercial Properties (Hong Kong)Co. Limited, Wanda Real Estate Investments Limited and Wanda CommercialProperties Overseas Limited as subsidiary guarantors, our Company, and TheHongkong and Shanghai Banking Corporation Limited, Merrill Lynch International,Barclays Bank PLC, Goldman Sachs (Asia) L.L.C. and UBS AG, Hong Kong Branchas joint lead managers, in relation to the US$600,000,000 bonds due 2018;

(v) Trust Deed dated November 21, 2013 entered into between Wanda PropertiesOverseas Limited as issuer, Wanda Commercial Properties (Hong Kong) Co.Limited, Wanda Commercial Properties Overseas Limited and Wanda Real EstateInvestments Limited as subsidiary guarantors, our Company and the Bank of NewYork Mellon, London Branch as trustee, in relation to the US$600,000,000 bonds due2018;

(vi) Agency Agreement dated November 21, 2013 entered into between WandaProperties Overseas Limited as issuer, Wanda Commercial Properties (Hong Kong)Co. Limited, Wanda Real Estate Investments Limited and Wanda CommercialProperties Overseas Limited as subsidiary guarantors, the Bank of New York Mellon,London Branch as trustee and principal paying agent, and the Bank of New YorkMellon (Luxembourg) S.A. as registrar and transfer agent, in relation to theUS$600,000,000 bonds due 2018;

(vii) Interest Reserve Account Agreement dated November 21, 2013 entered intobetween the Bank of New York Mellon, Hong Kong branch as account bank, WandaProperties Overseas Limited as issuer, and the Bank of New York Mellon, LondonBranch as trustee, in relation to the US$600,000,000 bonds due 2018;


— IX-4 —

(viii) keepwell deed dated January 29, 2014 entered into between Wanda PropertiesInternational Co. Limited as issuer, Wanda Commercial Properties (Hong Kong) Co.Limited and our Company with the Bank of New York Mellon, London Branch astrustee of the US$600,000,000 bonds due 2024;

(ix) deed of equity interest purchase undertaking dated January 29, 2014 entered intobetween our Company and the Bank of New York Mellon, London Branch as trusteeof the US$600,000,000 bonds due 2024;

(x) Subscription Agreement dated January 23, 2014 entered into between WandaProperties International Co. Limited as issuer, Wanda Commercial Properties (HongKong) Co. Limited, Wanda Real Estate Investments Limited and Wanda CommercialProperties Overseas Limited as subsidiary guarantors, our Company, and TheHongkong and Shanghai Banking Corporation Limited, Merrill Lynch International,Barclays Bank PLC, Goldman Sachs (Asia) L.L.C. and UBS AG, Hong Kong Branchas joint lead managers, in relation to the US$600,000,000 bonds due 2024;

(xi) Trust Deed dated January 29, 2014 entered into between Wanda PropertiesInternational Co. Limited as issuer, Wanda Commercial Properties (Hong Kong) Co.Limited, Wanda Commercial Properties Overseas Limited and Wanda Real EstateInvestments Limited as subsidiary guarantors, our Company, and the Bank of NewYork Mellon, London Branch as trustee, in relation to the US$600,000,000 bonds due2024;

(xii) Interest Reserve Account Agreement dated January 29, 2014 entered into betweenthe Bank of New York Mellon, Hong Kong Branch as account bank, Wanda PropertiesInternational Co. Limited as issuer, and the Bank of New York Mellon, London Branchas trustee, in relation to the US$600,000,000 bonds due 2024;

(xiii) Agency Agreement dated January 29, 2014 entered into between Wanda PropertiesInternational Co. Limited as issuer, Wanda Commercial Properties (Hong Kong) Co.Limited, Wanda Real Estate Investments Limited and Wanda Commercial PropertiesOverseas Limited as subsidiary guarantors, the Bank of New York Mellon, LondonBranch as trustee and principal paying agent, and the Bank of New York Mellon(Luxembourg) S.A. as registrar and transfer agent, in relation to theUS$600,000,000 bonds due 2024;

(xiv) the equity transfer agreement dated January 20, 2014 entered into between ourCompany and Dalian Wanda Group, pursuant to which the Company acquired fromDalian Wanda Group its 540,000,000 shares in Harbin Wanda City Investment Co.,Ltd. (哈爾濱萬達城投資有限公司) for a consideration of RMB947,461,300;

(xv) the equity transfer agreement dated January 20, 2014 entered into between ourCompany and Dalian Wanda Group, pursuant to which our Company acquired fromDalian Wanda Group its 800,000,000 shares in Dalian Jinshi Cultural TourismInvestment Co., Ltd. (大連金石文化旅遊投資有限公司) (“Dalian Jinshi”) for theconsideration of RMB843,272,800;


— IX-5 —

(xvi) the equity transfer agreement dated January 20, 2014 entered into between ourCompany and Dalian Wanda Group, pursuant to which our Company acquired fromDalian Wanda Group its 900,000,000 shares in Qingdao Wanda Oriental MovieMetropolis Investment Co., Ltd. (青島萬達東方影都投資有限公司) for a considerationof RMB1,203,318,600;

(xvii) the equity transfer agreement dated January 20, 2014 entered into between ourCompany and Dalian Wanda Group, pursuant to which our Company acquired fromDalian Wanda Group its 300,000,000 shares in Qingdao Wanda Yacht IndustryInvestment Co., Ltd. (青島萬達遊艇產業投資有限公司) (“Qingdao Wanda Yacht”) for aconsideration of RMB300,000,000;

(xviii) the equity transfer agreement dated January 20, 2014 entered into between ourCompany and Dalian Wanda Group, pursuant to which our Company acquired fromDalian Wanda Group its 600,000,000 shares in Hefei Wanda City Investment Co.,Ltd. (合肥萬達城投資有限公司) for a consideration of RMB967,061,500;

(xix) the equity transfer agreement dated January 20, 2014 entered into between ourCompany and Dalian Wanda Group, pursuant to which our Company acquired fromDalian Wanda Group its 600,000,000 shares in Nanchang Wanda City InvestmentCo., Ltd. (南昌萬達城投資有限公司) for a consideration of RMB965,192,300;

(xx) the equity transfer agreement dated January 20, 2014 entered into between ourCompany and Dalian Wanda Group, pursuant to which our Company acquired fromDalian Wanda Group its 400,000,000 shares in Xishuangbanna International ResortDevelopment Co., Ltd. (西雙版納國際旅遊度假區開發有限公司) (“XishuangbannaInternational Resort”) for a consideration of RMB535,918,700;

(xxi) the equity transfer agreement dated January 6, 2014 entered into between ourCompany and Dalian Wanda Group, pursuant to which the Company acquired fromDalian Wanda Group its entire share capital in Wanda Yacht Investment (Jersey)Company Limited (萬達遊艇投資控股(澤西島)有限公司) for a total consideration ofRMB42,000,000;

(xxii) the capital increase agreement dated July 10, 2014 entered into between with 61individuals, including existing shareholders and employees of our Company andDalian Wanda Group, and our Company, pursuant to which our Company issued atotal of 138,800,000 new shares to the said shareholders and employees for aconsideration of RMB1,021,568,000;

(xxiii) the Non-competition Undertaking dated December 4, 2014 executed by each of theControlling Shareholders in favour of our Group, pursuant to which each of theControlling Shareholders has undertaken that it would not, among other things,compete with the business of any member of our Group;


— IX-6 —

(xxiv) the equity transfer agreement dated October 16, 2014 entered into between ourCompany, Wanda Cultural and Xishuangbanna International Resort, pursuant towhich our Company transferred out 80% equity interests in XishuangbannaInternational Resort held by us to Wanda Cultural for a consideration ofRMB2,143,674,960;

(xxv) the equity transfer agreement dated October 22, 2014 entered into between ourCompany, Wanda Cultural and Qingdao Wanda Yacht, pursuant to which ourCompany transferred out the entire equity interests in Qingdao Wanda Yacht held byus to Wanda Cultural for a consideration of RMB1,041,932,000;

(xxvi) the equity transfer agreement dated October 20, 2014 entered into between ourCompany, Wanda Cultural and Dalian Jinshi, pursuant to which our Companytransferred out 80% equity interests in Dalian Jinshi held by us to Wanda Cultural fora consideration of RMB948,670,000;

(xxvii) the cornerstone investment agreement dated December 5, 2014 and entered intobetween, Kuwait Investment Authority, UBS AG, Hong Kong Branch and theCompany, pursuant to which Kuwait Investment Authority has agreed to subscribe atthe Offer Price for such number of H Shares which may be purchased with US$300million (approximately HK$2,326,440,000) rounded down to the nearest whole boardlot of 100 H Shares;

(xxviii) the cornerstone investment agreement dated December 6, 2014 and entered intobetween China Life Insurance Company Limited, China International CapitalCorporation Hong Kong Securities Limited and the Company, pursuant to whichChina Life Insurance Company Limited has agreed to subscribe at the Offer Price forsuch number of H Shares which may be purchased with US$300 million(approximately HK$2,326,440,000) rounded down to the nearest whole board lot of100 H Shares;

(xxix) the cornerstone investment agreement dated December 6, 2014 and entered intobetween Ping An Asset Management Co., Ltd., in its capacity, as the entrustedmanager to, and for on behalf of, the Ping An - Wanda Commercial Properties EquityInvestment Scheme (“Ping An”), China International Capital Corporation Hong KongSecurities Limited and the Company, pursuant to which Ping An has agreed to causethe QDII Manager to subscribe at the Offer Price for such number of H Shares whichmay be purchased with HK$2,320,000,000 rounded down to the nearest whole boardlot of 100 H Shares;

(xxx) the cornerstone investment agreement dated December 6, 2014 and entered intobetween, among others, OZ Master Fund, Ltd. and other investors as referred totherein, China International Capital Corporation Hong Kong Securities Limited andthe Company, pursuant to which the investors have agreed to subscribe at the OfferPrice such number of Offer Shares that may be purchased with US$250 million(approximately HK$1,938,700,000), rounded down to the nearest whole board lot of100 H Shares;

(xxxi) the cornerstone investment agreement dated December 6, 2014 and entered intobetween, APG Strategic Real Estate Pool N.V., Goldman Sachs (Asia) L.L.C. and theCompany, pursuant to which APG Strategic Real Estate Pool N.V. has agreed tosubscribe at the Offer Price for such number of H Shares which may be purchasedwith HK$1,550,000,000 rounded down to the nearest whole board lot of 100 HShares;


— IX-7 —

(xxxii) the cornerstone investment agreement dated December 6, 2014 and entered intobetween Hong Kong Gree Electric Appliances Sales Limited, The Hongkong andShanghai Banking Corporation Limited and the Company, pursuant to which HongKong Gree Electric Appliances Sales Limited has agreed to subscribe at the OfferPrice such number of Offer Shares that may be purchased with US$200 million(approximately HK$1,550,960,000), rounded down to the nearest whole board lot of100 H Shares;

(xxxiii) the cornerstone investment agreement dated December 8, 2014 and entered intobetween Fubon Life Insurance Co., Ltd., China International Capital CorporationHong Kong Securities Limited and the Company, pursuant to which Fubon LifeInsurance Co., Ltd. has agreed to subscribe at the Offer Price such number of OfferShares that may be purchased with US$100 million (approximatelyHK$775,480,000), rounded down to the nearest whole board lot of 100 H Shares;

(xxxiv) the cornerstone investment agreement dated November 18, 2014 and entered intobetween Timing Investment Fund Management (Beijing) Co., Ltd., ChinaInternational Capital Corporation Hong Kong Securities Limited and the Company,pursuant to which Timing Investment Fund Management (Beijing) Co., Ltd. hasagreed to subscribe at the Offer Price such number of Offer Shares that may bepurchased with US$100 million (approximately HK$775,480,000), rounded down tothe nearest whole board lot of 100 H Shares;

(xxxv) the cornerstone investment agreement dated November 10, 2014 and entered intobetween Heywin Investments Limited, ICBC International Securities Limited and theCompany, pursuant to which Heywin Investments Limited has agreed to subscribe atthe Offer Price for such number of H Shares which may be purchased with US$100million (approximately HK$775,480,000) rounded down to the nearest whole boardlot of 100 H Shares;

(xxxvi) the cornerstone investment agreement dated December 4, 2014 and entered intobetween MACRO-LINK International Investment Co, Ltd., The Hongkong andShanghai Banking Corporation Limited and the Company, pursuant to whichMACRO-LINK International Investment Co, Ltd. has agreed to subscribe at the OfferPrice such number of Offer Shares that may be purchased with US$100 million(approximately HK$775,480,000), rounded down to the nearest whole board lot of100 H Shares;

(xxxvii) the cornerstone investment agreement dated November 24, 2014 and entered intobetween Shanghai Jupai Hehui Asset Management Co., Ltd., China InternationalCapital Corporation Hong Kong Securities Limited and the Company, pursuant towhich Shanghai Jupai Hehui Asset Management Co., Ltd. has agreed to subscribeat the Offer Price such number of Offer Shares that may be purchased with US$80million (approximately HK$620,384,000), rounded down to the nearest whole boardlot of 100 H Shares;

(xxxviii) the cornerstone investment agreement dated October 21, 2014 and a supplementalagreement dated November 27, 2014, entered into between Woodman Funds SICAVp.l.c., The Hongkong and Shanghai Banking Corporation Limited and the Company,


— IX-8 —

pursuant to which Woodman Funds SICAV p.l.c. has agreed to subscribe at the OfferPrice such number of Offer Shares that may be purchased with US$65 million(approximately HK$504,062,000), rounded down to the nearest whole board lot of100 H Shares;

(xxxix) the Hong Kong Underwriting Agreement, details of which are set out in“Underwriting” in this prospectus.

2. INTELLECTUAL PROPERTY RIGHTS

As of the Latest Practicable Date, we had registered the following intellectual propertyrights, which we consider material to our business:

Trademarks

As of the Latest Practicable Date, we have registered the following trademarks which arematerial in relation to our Company’s business:

TrademarkPlace of

Registration ClassRegistration

NumberRegistration

Date Expiry Date

1. PRC 36 7921986 2011-03-14 2021-03-13

2. PRC 36 7921990 2011-03-14 2021-03-13

3. PRC 37 7921985 2011-03-14 2021-03-13

4. PRC 37 7921989 2011-03-14 2021-03-13

5. PRC 39 7921984 2011-02-21 2021-02-20

6. PRC 39 7921988 2011-02-21 2021-02-20


— IX-9 —

TrademarkPlace of


NumberRegistration

Date Expiry Date

7. PRC 43 7921983 2011-02-28 2021-02-27

8. PRC 43 7921987 2011-02-28 2021-02-27

9. WANDAPLAZA PRC 36 9022643 2012-01-14 2022-01-13

10. PRC 36 9022647 2012-04-28 2022-04-27

11. PRC 36 9022646 2012-04-28 2022-04-27

12. 萬達 PRC 36 9022645 2012-02-28 2022-02-27

13. 萬達廣場 PRC 36 9022644 2012-02-28 2022-02-27

14. PRC 36 9022649 2012-04-28 2022-04-27

15. PRC 36 9022648 2012-04-28 2022-04-27

16. PRC 43 10568285 2013-04-28 2023-04-27

17. 萬達瑞華 PRC 43 10568271 2013-07-21 2023-07-20

18. WANDAREIGN PRC 43 10568262 2013-04-28 2023-04-27

19. WANDAVISTA PRC 43 10568261 2013-04-28 2023-04-27

20. WANDAREALM PRC 43 10568260 2013-04-28 2023-04-27

21. 萬達瑞華酒店 PRC 43 10568278 2013-04-28 2023-04-27

22. 萬達金街 PRC 36 10602219 2013-05-07 2023-05-06

23. 萬達商業地產 PRC 36 10602225 2013-05-07 2023-05-06

24. 萬達商業管理 PRC 36 10602228 2013-05-07 2023-05-06

25. 萬達文華酒店 PRC 43 10608890 2013-06-21 2023-06-20

26. 萬達文華 PRC 43 10608889 2013-06-07 2023-06-06

27. 萬達錦華 PRC 43 10608873 2013-06-07 2023-06-06

28. 萬達錦華酒店 PRC 43 10608874 2013-06-21 2023-06-20


— IX-10 —

TrademarkPlace of


NumberRegistration

Date Expiry Date

29. PRC 43 10608913 2013-06-21 2023-06-20

30. 萬達嘉華酒店 PRC 43 10608914 2013-06-21 2023-06-20

31. 萬達嘉華 PRC 43 10608912 2013-06-07 2023-06-06

32. 萬達美華 PRC 43 10608867 2013-06-07 2023-06-06

33. 萬達美華酒店 PRC 43 10608868 2013-06-07 2023-06-06

34. PRC 16 10695836 2013-09-21 2023-09-20

35. PRC 16 10695978 2013-09-21 2023-09-20

36. 萬達文華酒店 PRC 16 10695990 2013-09-21 2023-09-20

37. 萬悅會 PRC 16 10695895 2013-05-28 2023-05-27

38. WANDAREIGN PRC 16 10695974 2013-09-28 2023-09-27

39. 萬達嘉華酒店 PRC 18 10695813 2013-09-21 2023-09-20

40. WANDAREIGN PRC 18 10695973 2013-05-28 2023-05-27

41. PRC 18 10695977 2013-05-28 2023-05-27

42. 萬達瑞華酒店,WANDAREIGN

PRC 18 10695949 2013-09-21 2023-09-20

43. 萬達瑞華酒店 PRC 18 10695961 2013-09-21 2023-09-20

44. PRC 18 10695835 2013-10-07 2023-10-06

45. 萬達文華酒店 PRC 18 10695989 2013-09-21 2023-09-20

46. 萬達嘉華酒店 PRC 20 10695812 2013-09-21 2023-09-20

47. 萬達文華酒店 PRC 20 10695988 2013-09-21 2023-09-20

48. 萬達嘉華酒店 PRC 25 10695811 2013-08-28 2023-08-27

49. 萬達文華酒店 PRC 25 10695987 2013-09-21 2023-09-20

50. PRC 27 10695982 2013-09-21 2023-09-20

51. PRC 27 10695994 2013-07-21 2023-07-20

52. WANDAREIGN PRC 27 10695970 2013-05-28 2023-05-27


— IX-11 —

TrademarkPlace of


NumberRegistration

Date Expiry Date

53. PRC 27 10695820 2013-05-28 2023-05-27

54. 萬悅會 PRC 27 10695894 2013-05-28 2023-05-27

55. PRC 27 10695832 2013-05-28 2023-05-27

56. 萬達文華酒店 PRC 27 10695806 2013-08-28 2023-08-27

57. 萬達嘉華酒店 PRC 27 10695810 2013-08-28 2023-08-27

58. PRC 27 10695798 2013-08-28 2023-08-27

59. 萬達酒店及度假村 PRC 27 10695952 2013-09-21 2023-09-20

60. 萬達酒店及度假村,WANDAHOTELSRESORTS

PRC 27 10695956 2013-09-21 2023-09-20


PRC 27 10695966 2013-09-21 2023-09-20

62. 萬悅會 PRC 41 10695893 2013-05-28 2023-05-27


PRC 43 10695964 2013-10-07 2023-10-06

64. WANDAREIGN PRC 43 10695968 2013-07-21 2023-07-20

65. 萬達瑞華酒店 PRC 43 10695976 2013-07-21 2023-07-20

66. 萬達文華酒店 PRC 43 10695804 2013-08-14 2023-08-13

67. 萬達嘉華酒店 PRC 43 10695808 2013-08-14 2023-08-13

68. PRC 43 10695816 2013-08-14 2023-08-13

69. PRC 43 10695830 2013-08-14 2023-08-13

70. PRC 43 10695980 2013-09-21 2023-09-20

71. PRC 43 10695992 2013-09-21 2023-09-20

72. 萬悅會 PRC 44 10695892 2013-05-28 2023-05-27

73. 萬達文華酒店 PRC 44 10695803 2013-08-28 2023-08-27

74. 萬達名仕會 PRC 20 10744201 2013-08-28 2023-08-27

75. 萬達名仕會 PRC 25 10744200 2013-08-07 2023-08-06


— IX-12 —

TrademarkPlace of


NumberRegistration

Date Expiry Date

76. 萬達名仕會 PRC 27 10744199 2013-08-07 2023-08-06

77. 萬達名仕會 PRC 41 10744187 2013-06-21 2023-06-20

78. 萬達名流會,CLUBREIGN

PRC 43 10744183 2014-03-21 2024-03-20

79. 萬達名仕會,CLUBREIGN

PRC 43 10744190 2014-03-21 2024-03-20

80. WANDA PRC 36 11389931 2014-01-28 2024-01-27

81. PRC 36 11389866 2014-01-21 2024-01-20

82. 萬達 PRC 36 11389966 2014-01-21 2024-01-20

83. PRC 37 11389865 2014-01-21 2024-01-20

84. WANDA PRC 37 11389930 2014-01-21 2024-01-20

85. PRC 39 11389864 2014-01-21 2024-01-20

86. 萬達 PRC 39 11389963 2014-01-21 2024-01-20

87. WANDA PRC 39 11389928 2014-03-07 2024-03-06

The class number represents the specifications of products or services which havealready been registered. Detailed specifications of the products or services represented bythat class number are set out in the relevant registration certificates.

Patents

As of the Latest Practicable Date, we have registered the following patents which arematerial in relation to our Company’s business:

Name of PatentPlace of

Registration OwnerPatentType

AuthorizationDate

ExpirationDate

1. Glow ball used on buildingfacade(用於建築立面的發光球)

PRC WandaCommercialPlanningInstitution

Utility Model 2/20/2013 8/9/2022

2. Plaza (Kunming)(廣場)（昆明）


ExteriorDesign

3/6/2013 8/6/2022


— IX-13 —

Name of PatentPlace of

Registration OwnerPatentType

AuthorizationDate

ExpirationDate

3. Venue (Dalian)(場館)（大連）


ExteriorDesign

7/31/2013 8/6/2022

4. Wall embedded fireworks device(牆體預埋式煙花燃放裝置)


Utility Model 12/5/2012 3/6/2022

5. A new safe house structure(一種新型安全屋結構)

PRC our Company Utility Model 10/8/2014 6/5/2024

6. Safe house electronical device(安全屋機電裝置)


7. Security window assembly(安全窗組件)


8. A movable grandstandwith variable viewing angle(一種可變視角的活動看臺)

Japan WandaCommercialPlanningInstitution

Invention 2/28/2014 12/7/2032

9. A composite raisable stage(一種複合升降舞臺)

Russia WandaCommercialPlanningInstitution

Invention 3/20/2014 12/21/2032

Domain Names

As of the Latest Practicable Date, we have registered the following domain names, whichare material to our business:

Domain Name OwnerRegistration

DateExpiration

Date

1. wandaplaza.cn our Company 9/6/2010 9/6/2015

2. wdghy.com Wanda Commercial Planning Institution 6/17/2011 6/17/2018

3. wanda-cp.com.hk HK Listed Subsidiary 6/28/2013 6/28/2016

4. wanda-cp.com.cn HK Listed Subsidiary 7/29/2013 7/29/2016

5. wandahotelinvestment.com our Company 3/28/2012 3/28/2018

6. wandahotels.com our Company 4/3/2009 4/3/2019

7. wandarealm.com Wanda Hotel Development 5/7/2012 5/8/2018

8. wandareign.com Wanda Hotel Development 5/7/2012 5/8/2018

9. wandavista.com Wanda Hotel Development 5/7/2012 5/8/2018

10. club-reign.com Wanda Hotel Development 6/21/2012 6/21/2018

11. wandaclubrewards.com Wanda Hotel Development 7/18/2012 7/18/2018

12. wandaplazas.com our Company 7/6/2012 7/6/2015

Except as disclosed in “— Intellectual Property Rights ” there are no other trade or servicemarks, patents, other intellectual property rights which are or may be material in relation to ourbusiness.


— IX-14 —

C. FURTHER INFORMATION ABOUT DIRECTORS, SUPERVISORS, CHIEF EXECUTIVEAND SUBSTANTIAL SHAREHOLDERS

1. DISCLOSURE OF INTERESTS

Save as disclosed below, immediately following completion of the Global Offering, noneof our Directors, Supervisors or Chief Executive will have any interests and short positions inthe shares, underlying shares or debentures of our Company or any associated corporations(within the meaning of Part XV of the SFO) which will have to be notified to us and the StockExchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and/or shortpositions which they are taken or deemed to have under such provisions of the SFO) once theH Shares are listed, or which will be required, pursuant to the Model Code for SecuritiesTransactions by Directors of Listed Companies in the Listing Rules to be notified to us and theStock Exchange or which will be required pursuant to section 352 of the SFO to be entered inthe register referred to therein once the H Shares are listed. For this purpose, the relevantprovisions of the SFO will be interpreted as if they applied to our Supervisors.

Name ofShareholder Title

Nature ofInterest

Number ofSecurities

ApproximatePercentage of

Interest inrelevant class of

Shares of ourCompany

immediatelyafter the Global

Offering(1)

ApproximatePercentage ofInterest in the

total sharecapital of our

Companyimmediately

after the GlobalOffering(2)

Mr. DING Benxi(丁本錫) . . . . . . .

Chairman of theBoard

BeneficialInterest 50,000,000 1.29% 1.12%

Mr. QI Jie(齊界) . . . . . . . .

ExecutiveDirector

BeneficialInterest

10,000,000 0.26% 0.22%

Mr. QU Dejun(曲德君) . . . . . . .

ExecutiveDirector

BeneficialInterest

6,000,000 0.16% 0.13%

Mr. ZHANG Lin(張霖) . . . . . . . .

Non-executiveDirector

BeneficialInterest

10,000,000 0.26% 0.22%

Mr. WANG Guiya(王貴亞) . . . . . . .


BeneficialInterest

8,000,000 0.21% 0.18%

Mr. YIN Hai(尹海) . . . . . . . .


BeneficialInterest

12,000,000 0.31% 0.27%

Ms. GAO Qian(高茜) . . . . . . . .

Chairman of theBoard ofSupervisors

BeneficialInterest

2,000,000 0.05% 0.04%

Mr. WANG Yunan(王宇男) . . . . . . .

Supervisor BeneficialInterest

1,600,000 0.04% 0.04%

Mr. GAO XiaoJun(高曉軍) . . . . . . .

Supervisor BeneficialInterest

1,600,000 0.04% 0.04%

Notes:

(1) The calculation is based on the total number of 3,874,800,000 Shares in issue immediately after completion ofthe Global Offering (without taking into account any H Shares that may be issued upon any exercise ofOver-allotment Option).

(2) The calculation is based on the total number of 4,474,800,000 Shares in issue immediately after completion ofthe Global Offering (without taking into account any H Shares that may be issued upon any exercise ofOver-allotment Option).


— IX-15 —

2. SUBSTANTIAL SHAREHOLDERS

So far as our Directors are aware, each of the following persons will, immediatelyfollowing completion of the Global Offering, have an interest or short position in the Shares orunderlying Shares, which would be required to be disclosed to our Company and the StockExchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, directly orindirectly, be interested in 10% or more of the nominal value of any class of share capitalcarrying rights to vote in all circumstances at our general meetings:

ShareholderNature ofinterest Class

Number ofShares held

Immediately after thecompletion of the Global

Offering (assuming noexercise of the

Over-allotment Option)(1)

Immediately after thecompletion of the GlobalOffering (assuming the

Over-allotment Option isfully exercised)(2)

Approximatepercentage ofshareholding

in therelevantclass ofShares


in the totalshare capital

of theCompany


in therelevantclass ofShares


in the totalshare capital

of theCompany

Mr. WANGJianlin (3),(4) . . .

(a) Beneficialowner(b) Interest ofcontrolledcorporation(c) Interest ofspouse

DomesticShares

2,430,300,000 62.72% 54.31% 62.72% 53.24%

Ms. LIN Ning (4) . (a) Beneficialowner(b) Interest ofspouse

DomesticShares

2,430,300,000 62.72% 54.31% 62.72% 53.24%

Dalian Hexing(5) . . . . . . . . .

Interest ofcontrolledcorporation

DomesticShares

1,979,000,000 51.07% 44.23% 51.07% 43.35%

Dalian WandaGroup (6) . . . . .

Beneficialowner

DomesticShares

1,979,000,000 51.07% 44.23% 51.07% 43.35%

Notes:(1) The calculation is based on the total number of 4,474,800,000 Shares in issue immediately after completion of

the Global Offering (without taking into account any H Shares that may be issued upon any exercise ofOver-allotment Option).

(2) The calculation is based on the total number of 4,564,800,000 Shares in issue immediately after completion ofthe Global Offering (including H Shares to be issued assuming the exercise of Over-allotment Option in full).

(3) Mr. WANG Jianlin directly holds 7.93% of the issued Shares of our Company and 0.24% of the issued sharecapital of Dalian Wanda Group, and indirectly holds 97.77% of the issued share capital of Dalian Wanda Groupthrough his 98% direct interest in Dalian Hexing and is deemed to be interested in the Shares held by DalianWanda Group for the purpose of the SFO.

(4) Ms. LIN Ning is the spouse of Mr. WANG Jianlin and therefore she and Mr. WANG Jianlin are deemed under theSFO to be interested in each other’s interests in Shares. Ms. LIN Ning directly holds 3.72% of the issued Shares.

(5) Dalian Hexing directly holds 99.76% of the entire issued share capital of Dalian Wanda Group and is deemedto be interested in the Shares held by Dalian Wanda Group.

(6) Dalian Wanda Group has created a security interest over an aggregate of 614,087,945 Shares (equivalent toapproximately 15.85% of the total number of issued Shares immediately before the completion of the GlobalOffering) in favour of financial institutions in the PRC for the purpose of securing certain of Dalian WandaGroup’s certain borrowing transactions.


— IX-16 —

Save as disclosed herein, our Directors are not aware of any person who will, immediatelyfollowing the Global Offering, have an interest or short position in Shares or underlyingShares, which would be required to be disclosed to our Company and the Stock Exchangeunder the provisions of Division 2 and 3 of Part XV of the SFO, or, directly or indirectly, beinterested in 10% or more of the nominal value of any class of share capital carrying rights tovote in all circumstances at general meetings of our Company.

3. INTEREST OF SUBSTANTIAL SHAREHOLDERS OF SUBSIDIARIES OF OURCOMPANY

So far as the Directors are aware, and taking no account of any Shares which may betaken up under the Global Offering and assuming no exercise of the Over-allotment Option, thefollowing persons will, immediately following the completion of the Global Offering, be directlyor indirectly interested in 10% or more of the nominal value of any class of share capitalcarrying rights to vote in all circumstances at general meetings of our subsidiaries:

Subsidiary of ourCompany Total Registered Capital

Persons with a 10% orMore Interest

Percentageof the Substantial

Shareholder’s Interest

Yantai Zhifu Wanda PlazaCo., Ltd. (煙台芝罘萬達廣場有限公司) . . . . . . . . . . . .

RMB50,000,000 Yantai Riying Garden RealEstate Development Co.,

Ltd. (煙台日櫻花園房地產開發有限公司)

30%

Shanghai Baoshan WandaInvestment Co., Ltd.(上海寶山萬達投資有限公司) .

RMB100,000,000 Shanghai GaojingInvestment Co., Ltd.

(上海高境投資有限公司)

35%

Taicang Wanda PlazaInvestment Co., Ltd.(太倉萬達廣場投資有限公司) .

RMB1,630,000,000 Chang’an InternationalTrust Co., Ltd.

(長安國際信託股份有限公司)

49%

Shijiazhuang Wanda PlazaInvestment Co., Ltd.(石家莊萬達廣場投資有限公司).

RMB3,125,000,000 Zhuhai RongzhaoInvestment Management

Partnership(珠海融昭投資管理合夥企業)

32%

Amazing Wise Limited . . . . NA Mr. CHEN Chang Wei(陳長偉)

47%

Fuzhou Hengli SavillsProperty Management Co.,Ltd. (福州市恒力第一太平戴維斯物業管理有限公司) . . .

RMB500,000 Savills Property Services(Guangzhou) Co., Ltd. (第一太平戴維斯物業顧問（廣

州）有限公司)

45%

Parcel C LLC. . . . . . . . . . NA Magellan Parcel C/D LLC 10%

4. SERVICE CONTRACTS

We have entered into a service contract with each of our Directors containing termsrelating to, among other things, compliance with relevant laws and regulations, observation ofthe Articles of Association and provision on arbitration. Save as disclosed above, we have notentered, and do not propose to enter, into any service contracts with any of our Directors intheir respective capacities as Directors (other than contracts expiring or determinable by theemployer within one year without the payment of compensation (other than statutorycompensation)).


— IX-17 —

5. AGENCY FEES OR COMMISSIONS RECEIVED

Save as disclosed in this prospectus, none of our Directors or any of the persons whosenames are listed in “— Consents” had received any commissions, discounts, agency fee,brokerages or other special terms in connection with the issue or sale of any capital of anymember of our Company from our Company within the two years prior to the date of thisprospectus.

6. DISCLAIMERS

Save as disclosed in “Directors, Supervisors and Senior Management” in, and paragraphC1 of this Appendix to, this prospectus;

(a) none of the Directors, Supervisors and any of the parties listed in paragraph D6 ofthis Appendix is:

(i) interested in our promotion, or in any assets which, within the two yearsimmediately preceding the date of this prospectus, have been acquired ordisposed of by or leased to us, or are proposed to be acquired or disposed ofby or leased to our Company;

(ii) materially interested in any contract or arrangement subsisting at the date ofthis prospectus which is significant in relation to our business;

(b) save in connection with the Hong Kong Underwriting Agreement and theInternational Underwriting Agreement, none of the parties listed in paragraph D6 ofthis Appendix:

(i) is interested legally or beneficially in any of our shares or securities; or

(ii) has any right (whether legally enforceable or not) to subscribe for or tonominate persons to subscribe for our shares or any of our securities;

(c) none of our Directors or Supervisors is a director or employee of a company whichhas an interest in the share capital of our Company which, once the H Shares arelisted on the Stock Exchange, would have to be disclosed pursuant to Divisions 2and 3 of Part XV of the SFO.

D. OTHER INFORMATION

1. ESTATE DUTY

Our Directors have been advised that no material liability for estate duty is likely to fallon any holders of our Shares.


— IX-18 —

2. LITIGATION

Save as disclosed in this prospectus, no member of our Company was engaged in anylitigation, arbitration or claim of material importance and no litigation, arbitration or claim ofmaterial importance is known to our Directors to be pending or threatened against any memberof our Company as of the Latest Practicable Date.

3. JOINT SPONSORS

Each of the Joint Sponsors is independent from our Company pursuant to Rule 3A.07 ofthe Listing Rules.

The Joint Sponsors have made an application on our behalf to the Listing Committee forthe listing of, and permission to deal in, on the Main Board of the Stock Exchange, our HShares to be issued in the Global Offering and any H Shares which may be issued pursuantto the exercise of the Over-allotment Option. All necessary arrangements have been made toenable the securities to be admitted into CCASS for clearing and settlement.

The Joint Sponsors are entitled to sponsors’ fees in the amount of US$1,800,000.

4. PROMOTERS

The Promoters comprised 8 corporate shareholders and 42 individual shareholders. See“History and Development”.

Save for the Global Offering and as disclosed in this prospectus, within the two yearsimmediately preceding the date of this prospectus, no cash, securities, amount or benefit hasbeen paid, allotted or given, or has been proposed to be paid, allotted or given, to any of thePromoters named above in connection with the Global Offering or the related transactionsdescribed in this prospectus.

5. PRELIMINARY EXPENSES

Our estimated preliminary expenses are approximately RMB586 million and are payableby our Company.


— IX-19 —

6. QUALIFICATION OF EXPERTS

The qualifications of the experts (as defined under the Listing Rules and the CompaniesOrdinance) who have given their opinions or advice in this prospectus are as follows:

Name of Expert Qualification

China International CapitalCorporation Hong KongSecurities Limited

Licensed corporation under the SFO to conduct Type 1(Dealing in securities), Type 2 (Dealing in futurecontracts), Type 3 (Leveraged foreign exchange trading),Type 4 (Advising on securities), Type 5 (Advising onfuture contracts) and Type 6 (Advising on corporatefinance) regulated activities as defined under the SFO

HSBC Corporate Finance(Hong Kong) Limited

Licensed under the SFO to conduct Type 6 (Advising oncorporate finance) regulated activity

Tian Yuan Law Firm PRC legal advisor

Ernst & Young Certified public accountants

DTZ Debenham Tie LeungLimited

Independent property valuer and Independent MarketConsultant

7. CONSENTS

Each of the Joint Sponsors, Ernst & Young as our independent reporting accountant, TianYuan Law Firm, as our PRC legal advisor, DTZ, as our independent property valuer and as ourindependent market consultant, has given and has not withdrawn its respective written consentto the issue of this prospectus with the inclusion of its reports and/or letters the references toits name included herein in the form and context in which it is respectively included.

None of the experts named above has any shareholding interests in any member of ourCompany or the right (whether legally enforceable or not) to subscribe for or to nominatepersons to subscribe for securities in any member of our Company.

8. FINANCIAL ADVISORS

BOCI Asia Limited, CITIC Securities Corporate Finance (HK) Limited, China GalaxyInternational Securities (Hong Kong) Co., Limited and Moelis & Company Asia Limited havebeen appointed by the Company as Joint Financial Advisors in relation to the Global Offering.The appointment of Joint Financial Advisors was not made pursuant to the requirements of theListing Rules and is separate and distinct from the appointment of the Joint Sponsors (whichis required to be made by the Company pursuant to the Listing Rules). The Joint Sponsors areresponsible for fulfilling their duties as sponsors to the Company’s application for listing on theStock Exchange and the Joint Sponsors have not relied on any of the work performed by JointFinancial Advisors in fulfilling those duties. The Joint Financial Advisors’ role in the GlobalOffering is different from that of the Joint Sponsors in that it, amongst other things, focuses onproviding general corporate finance advice to the Company on matters relating to the Listingand the Global Offering.


— IX-20 —

9. BINDING EFFECT

This prospectus shall have the effect, if any application is made in pursuance hereof, ofrendering all persons concerned bound by the provisions (other than the penal provisions) ofsections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)Ordinance so far as applicable.

10. NO MATERIAL ADVERSE CHANGE

Our Directors believe that there has been no material adverse change in our financial ortrading or prospects since October 31, 2014.

11. BILINGUAL PROSPECTUS

The English language and the Chinese language versions of this prospectus are beingpublished separately, in reliance upon the exemption provided by section 4 of the CompaniesOrdinance (Exemption of Companies and Prospectuses from Compliance with Provisions)Notice (Chapter 32L of the Laws of Hong Kong).

E. MISCELLANEOUS

Save as disclosed in this prospectus,

(a) within the two years preceding the date of this prospectus: (i) we have not issued noragreed to issue any share or loan capital fully or partly paid either for cash or for aconsideration other than cash, and (ii) no commissions, discounts, brokerage fee orother special terms have been granted in connected with the issue or sale of anyshares of our Company;

(b) no share or loan capital of our Company is under option or is agreed conditionally orunconditionally to be put under option;

(c) we have not issued or agreed to issue any founder shares, management shares ordeferred shares;

(d) there are no arrangements under which future dividends are waived or agreed to bewaived;

(e) there are no procedures for the exercise of any right of pre-emption or transferabilityof subscription rights;

(f) save as disclosed in this prospectus, our Company has not issued any debenturesnor does it have any outstanding debentures or any convertible debt securities;

(g) there are no contracts for hire or hire purchase of plant to or by us for a period of overone year which are substantial in relation to our business;

(h) there have been no interruptions in our business which may have or have had asignificant effect on our financial position in the last 12 months;


— IX-21 —

(i) other than the shares of the HK Listed Subsidiary, which are presently listed andtraded on the Stock Exchange, no company within our Group is presently listed onany stock exchange or traded on any trading system;

(j) we have no outstanding convertible debt securities;

(k) we currently do not intend to apply for the status of Sino-foreign investment jointstock limited company and do not expect to be subject to the Sino-foreign JointVenture Law of the PRC.


— IX-22 —

DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG

The documents attached to the copy of this prospectus delivered to the Registrar ofCompanies in Hong Kong for registration were copies of the WHITE, YELLOW and GREENApplication Forms, the written consents referred to in the section headed “Other information— Consents” in Appendix IX to this prospectus, copies of material contracts referred to in thesection headed “Further information about our business — Summary of material contracts” inAppendix IX to this prospectus.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the offices of ReedSmith Richards Butler at 20th Floor, Alexandra House, 18 Chater Road, Central, Hong Kongduring normal business hours up to and including the date which is 14 days from the date ofthis prospectus:

(a) the Articles;

(b) the accountants’ report prepared by Ernst & Young, the text of which is set out inAppendix I to this prospectus;

(c) the letter prepared by Ernst & Young relating to the unaudited pro forma financialinformation, the text of which is set out in Appendix II to this prospectus;

(d) the letters prepared by Ernst & Young and China International Capital CorporationHong Kong Securities Limited and HSBC Corporate Finance (Hong Kong) Limited inrespect of the profit forecast for the year ended December 31, 2014, the text of whichis set out in Appendix III to this prospectus;

(e) the property valuation report issued by DTZ Debenham Tie Leung Limited, thesummary of which is set out in Appendix IV to this prospectus;

(f) the market report prepared by DTZ Debenham Tie Leung Limited set out in AppendixV to this prospectus;

(g) the letter of advice prepared by Tian Yuan Law Firm confirming that, the summary ofthe relevant PRC laws and principal regulatory provisions set out in Appendix VII iscorrect summary of the relevant PRC laws and regulatory provisions;

(h) the material contracts referred to in the section headed “Further information aboutour business — Summary of material contracts” in Appendix IX to this prospectus;

(i) the written consents referred to in the section headed “Other information —Consents” in Appendix IX to this prospectus;

(j) the service contracts referred to in the section headed “Further information aboutdirectors, supervisors, chief executive and substantial shareholders — ServiceContracts” in Appendix IX to this prospectus;

APPENDIX X DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIESIN HONG KONG AND AVAILABLE FOR INSPECTION

— X-1 —

(k) the legal opinions issued by Tian Yuan Law Firm, our legal advisor as to PRC law,in respect of certain aspects of our Group and the property interests; and

(l) copies of the PRC Company Law, the Mandatory Provisions and the SpecialRegulations together with their unofficial English translations.

APPENDIX X DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIESIN HONG KONG AND AVAILABLE FOR INSPECTION

— X-2 —

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