XS2250701997 - 保利置业集团 4 2025-11-10 - OC

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE

OF THE UNITED STATES.
IMPORTANT: You must read the following disclaimer before continuing. The following
disclaimer applies to the attached offering circular. You are advised to read this disclaimer
carefully before accessing, reading or making any other use of the attached offering circular. In
accessing the attached offering circular, you agree to be bound by the following terms and
conditions, including any modifications to them from time to time, each time you receive any
information from us as a result of such access.
Confirmation of Your Representation: This offering circular is being sent to you at your
request and by accepting the e-mail and accessing the attached offering circular, you shall be
deemed to represent to BOCI Asia Limited, Huatai Financial Holdings (Hong Kong) Limited,
UBS AG Hong Kong Branch 1, China International Capital Corporation Hong Kong Securities
Limited, Bank of Communications Co., Ltd. Hong Kong Branch, China Everbright Bank Co.,
Ltd., Hong Kong Branch, Guotai Junan Securities (Hong Kong) Limited, Industrial and
Commercial Bank of China (Asia) Limited, ABCI Capital Limited, Shanghai Pudong
Development Bank Co., Ltd., Hong Kong Branch, China Securities (International) Corporate
Finance Company Limited, China CITIC Bank International Limited, Silk Road International
Capital Limited, CMBC Securities Company Limited, The Bank of East Asia, Limited, China
Minsheng Banking Corp., Ltd., Hong Kong Branch and Haitong International Securities
Company Limited as joint lead managers (the ‘‘Joint Lead Managers’’) that (1) the e-mail
address that you gave us and to which this e-mail has been delivered is not located in the
United States, its territories or possessions, and (2) you consent to delivery of the attached
offering circular and any amendments or supplements thereto by electronic transmission.
The attached offering circular has been made available to you in electronic form. You are
reminded that documents transmitted via this medium may be altered or changed during the
process of transmission and consequently none of the Joint Lead Managers, the Trustee or the
Agents (as defined in the attached offering circular) or any of their respective affiliates,
directors, officers, employees, representatives, agents and each person who controls any of
them nor any of their respective affiliates accepts any liability or responsibility whatsoever in
respect of any discrepancies between the document distributed to you in electronic format and
the hard copy version. We will provide a hard copy version to you upon request.
Restrictions: The attached document is being furnished in connection with an offering in

offshore transactions in compliance with Regulation S under the U.S. Securities Act of 1933, as
amended (the ‘‘Securities Act’’) solely for the purpose of enabling a prospective investor to
consider the purchase of the securities described herein.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF

SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE
IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL
SECURITIES LAWS. THIS OFFERING IS MADE SOLELY IN OFFSHORE TRANSACTIONS
PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.
1 incorporated in Switzerland with limited liability

Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of
any of the issuer of the securities or the Joint Lead Managers, the Trustee or the Agents to
subscribe for or purchase any of the securities described therein, and access has been limited
so that it shall not constitute in the United States or elsewhere a general solicitation or general
advertising (as those terms are used in Regulation D under the Securities Act) or directed
selling efforts (within the meaning of Regulation S under the Securities Act). If a jurisdiction
requires that the offering be made by a licensed broker or dealer and the Joint Lead Managers
or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the
offering shall be deemed to be made by the Joint Lead Managers or such affiliate on behalf of
the issuer in such jurisdiction.
You are reminded that you have accessed the attached offering circular on the basis that you
are a person into whose possession this offering circular may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not nor are
you authorised to deliver this document, electronically or otherwise, to any other person. If you
have gained access to this transmission contrary to the foregoing restrictions, you are not
allowed to purchase any of the securities described in the attached.
Actions that You May Not Take: If you receive this document by e-mail, you should not reply
by e-mail to this announcement, and you may not purchase any securities by doing so. Any
reply e-mail communications, including those you generate by using the ‘‘Reply’’ function on
your e-mail software, will be ignored or rejected.
THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO

ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER
AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR
IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT
IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE

FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO
PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
You are responsible for protecting against viruses and other destructive items. If you
receive this document by e-mail, your use of this e-mail is at your own risk and it is your
responsibility to take precautions to ensure that it is free from viruses and other items of a
destructive nature.
Ease Trade Global Limited
(安業環球有限公司)
(incorporated with limited liability in the British Virgin Islands)
U.S.$500,000,000 4.00 per cent. Guaranteed Notes Due 2025
Issue Price: 100.00 per cent.
unconditionally and irrevocably guaranteed by
POLY PROPERTY GROUP CO., LIMITED

保利置業集團有限公司
(incorporated with limited liability in Hong Kong)
(Stock Code: 00119)
The 4.00 per cent. Guaranteed Notes due 2025 in the aggregate principal amount of U.S.$500,000,000 (the ‘‘Notes’’) will be issued by Ease Trade Global Limited (安業環球有
限公司) (the ‘‘Issuer’’) and are in registered form in the denomination of U.S.$200,000 each and integral multiples in excess of U.S.$1,000 thereof. The Notes will be
unconditionally and irrevocably guaranteed (the ‘‘Guarantee of the Notes’’) by Poly Property Group Co., Limited (the ‘‘Guarantor’’). The Issuer is a direct, wholly-owned
subsidiary of the Guarantor, which in turn is a subsidiary of China Poly Group Corporation Limited (the ‘‘Company’’).
The Notes will constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu and without any preference among themselves and
at least pari passu with all other present and future unsecured, unconditional and unsubordinated obligations of the Issuer, save for such obligations as may be preferred by
provisions of law that are both mandatory and of general application. The Guarantee of the Notes will constitute a direct, general and unconditional obligation of the
Guarantor which will at all times rank at least pari passu with all other present and future unsecured, unconditional and unsubordinated obligations of the Guarantor, save for
such obligations as may be preferred by provisions of law that are both mandatory and of general application.
The Company, the Issuer and the Guarantor will enter into a keepwell deed (the ‘‘Keepwell Deed’’) as more fully described under ‘‘Description of the Keepwell Deed’’. The
Keepwell Deed does not constitute a guarantee by the Company of the obligations of the Issuer under the Notes or the Guarantor under the Guarantee of the Notes
and may not give rise to a debt claim against the Company or be recognised by PRC courts in insolvency proceedings in relation to the Company in the PRC.
The Notes will bear interest from 10 November 2020 at the rate of 4.00 per cent. per annum. Interest on the Notes is payable semi-annually in arrear on the Interest Payment
Dates (as defined in the terms and conditions of the Notes (the ‘‘Terms and Conditions of the Notes’’)) falling on 10 May and 10 November in each year. Payments on the
Notes will be made without withholding or deduction for or on account of taxes of the British Virgin Islands, Hong Kong and the PRC (as defined herein) to the extent
described under ‘‘Terms and Conditions of the Notes — Taxation’’.
The Notes mature on 10 November 2025 at their principal amount. The Notes are subject to redemption, in whole, but not in part, at their principal amount, together with
accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of the British Virgin Islands, Hong Kong or the PRC. See ‘‘Terms and
Conditions of the Notes — Redemption and Purchase — Redemption for tax reasons’’. The Notes may also be redeemed at the option of the holders at 101 per cent. of their
principal amount, together with accrued interest, upon the occurrence of a Change of Control (as defined herein). See ‘‘Terms and Conditions of the Notes — Redemption and
Purchase — Redemption for Change of Control’’.
Pursuant to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (國家發展改革委關於
推進企業發行外債備案登記制管理改革的通知(發改外資[2015] 2044號)) (the ‘‘NDRC Circular’’) issued by the National Development and Reform Commission of the PRC
(‘‘NDRC’’) on 14 September 2015 which came into effect on the same day, the Issuer has registered the issuance of the Notes with the NDRC and obtained a certificate from
the NDRC on 14 October 2020 evidencing such registration and which remains in full force and effect as at the date of this Offering Circular. The Issuer intends to provide the
requisite information on the issuance of the Notes to the NDRC within the prescribed timeframe after the Issue Date.
Application will be made to The Stock Exchange of Hong Kong Limited (the ‘‘HKSE’’) for the listing of, and permission to deal in, the Notes by way of debt issues to
professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and in
the Securities and Futures Ordinance (Cap. 571) of Hong Kong) (together, ‘‘Professional Investors’’) only. This document is for distribution to Professional Investors only.
Investors should not purchase the Notes in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Notes
are only suitable for Professional Investors.
The HKSE has not reviewed the contents of this Offering Circular, other than to ensure that the prescribed form disclaimer and responsibility statements, and a
statement limiting distribution of this Offering Circular to Professional Investors only have been reproduced in this Offering Circular. Listing of the Notes on the
HKSE is not to be taken as an indication of the commercial merits or credit quality of the Notes or the Issuer, the Guarantor or the Company or quality of disclosure
in this Offering Circular. Hong Kong Exchanges and Clearing Limited and the HKSE take no responsibility for the contents of this document, make no representation as to
its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of
this Offering Circular. You are advised to read and understand the contents of this Offering Circular before investing. If in doubt, you should consult your advisor.
Singapore Securities and Futures Act Product Classification — Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities
and Futures Act (Chapter 289 of Singapore) (the ‘‘SFA’’), the Issuer has determined, and hereby notifies all relevant persons (as defined in 309A of the SFA) that the Notes are
‘‘prescribed capital markets products’’ (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).
Investing in the Notes involves certain risks. See ‘‘Risk Factors’’ beginning on page 18 for a discussion of certain factors to be considered in connection with an investment in
the Notes.
The Notes and the Guarantee of the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) and,
subject to certain exceptions, may not be offered or sold within the United States (as defined in Regulation S under the Securities Act (‘‘Regulation S’’)). The Notes are being
offered only outside the United States in reliance on Regulation S. For a description of these and certain further restrictions on offers and sales of the Notes and the
distribution of this Offering Circular, see ‘‘Subscription and Sale’’.
The Notes will be represented by beneficial interests in a global note certificate (the ‘‘Global Note Certificate’’) in registered form, which will be registered in the name of a
nominee for, and shall be deposited on or about 10 November 2020 (the ‘‘Issue Date’’), with a common depositary for, Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream
Banking S.A. (‘‘Clearstream’’). Beneficial interests in the Global Note Certificate will be shown on, and transfers thereof will be effected only through, records maintained by
Euroclear and Clearstream. Except as described herein, certificates for Notes will not be issued in exchange for interests in the Global Note Certificate.
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

BOC International Huatai International UBS
Joint Lead Managers and Joint Bookrunners

China International Bank of China Everbright Bank Guotai Junan International ICBC (Asia)
Capital Corporation Communications Hong Kong Branch
ABC International Shanghai Pudong China Securities China CITIC Bank Silk Road International
Development Bank International International
Hong Kong Branch
CMBC Capital The Bank of East Asia, Limited China Minsheng Banking Corp., Ltd., Haitong International
Hong Kong Branch
Offering Circular dated 28 October 2020

IMPORTANT NOTICE
This Offering Circular includes particulars given in compliance with the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) for
the purpose of giving information with regard to the Issuer, the Guarantor and the Notes. Each
of the Issuer and the Guarantor accepts full responsibility for the accuracy of the information
contained in this document and confirms, having made all reasonable enquiries, that to the
best of their knowledge and belief there are no other facts the omission of which would make
any statement herein misleading.
This Offering Circular has been prepared by the Issuer and the Guarantor solely for use in
connection with the proposed offering of the Notes described in this Offering Circular. The
distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Offering Circular comes are required by
the Issuer, the Guarantor, each of BOCI Asia Limited, Huatai Financial Holdings (Hong Kong)
Limited and UBS AG Hong Kong Branch 1 (the ‘‘Joint Global Coordinators’’) and each of China
International Capital Corporation Hong Kong Securities Limited, Bank of Communications Co.,
Ltd. Hong Kong Branch, China Everbright Bank Co., Ltd., Hong Kong Branch, Guotai Junan
Securities (Hong Kong) Limited, Industrial and Commercial Bank of China (Asia) Limited, ABCI
Capital Limited, Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch, China
Securities (International) Corporate Finance Company Limited, China CITIC Bank International
Limited, Silk Road International Capital Limited, CMBC Securities Company Limited, The Bank
of East Asia, Limited, China Minsheng Banking Corp., Ltd., Hong Kong Branch and Haitong
International Securities Company Limited (together with the Joint Global Coordinators, the
‘‘Joint Lead Managers’’) to inform themselves about and to observe any such restrictions. No
action is being taken to permit a public offering of the Notes or the distribution of this Offering
Circular in any jurisdiction where action would be required for such purposes. There are
restrictions on the offer and sale of the Notes and the circulation of documents relating thereto,
in certain jurisdictions including the United States, the United Kingdom, European Economic
Area, the PRC and Hong Kong, and to persons connected therewith. For a description of
certain further restrictions on offers, sales and resales of the Notes and distribution of this
Offering Circular, see ‘‘Subscription and Sale’’.
No person has been or is authorised to give any information or to make any representation
concerning the Issuer, the Guarantor (together with its subsidiaries, the ‘‘Group’’), the
Company, the Group, the Notes or the Keepwell Deed other than as contained herein and, if
given or made, any such other information or representation should not be relied upon as
having been authorised by the Issuer, the Guarantor, the Company, the Joint Lead Managers,
the Trustee or the Agents (in each case as defined herein). Neither the delivery of this Offering
Circular (or any part thereof) nor any offering, sale or delivery made in connection with the
issue of the Notes shall, under any circumstances, constitute a representation that there has
been no change or development reasonably likely to involve a change in the affairs of the
Issuer, the Guarantor, the Company or any of their respective subsidiaries or associated
companies (if any) since the date hereof or create any implication that the information
contained herein is correct as at any date subsequent to the date hereof. This Offering Circular
does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor, the
Company, the Joint Lead Managers, the Trustee or the Agents to subscribe for or purchase any
i
of the Notes and may not be used for the purpose of an offer to, or a solicitation by, anyone in
any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or
is unlawful.
This Offering Circular may not be copied or reproduced in whole or in part. It may be
distributed only to and its contents may be disclosed only to the prospective investors to
whom it is provided. By accepting delivery of this Offering Circular each investor agrees to
these restrictions.
Hong Kong Exchanges and Clearing Limited and the HKSE take no responsibility for the
contents of this Offering Circular, make no representation as to its accuracy or completeness
and expressly disclaim any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this Offering Circular.
No representation or warranty, express or implied, is made or given by the Joint Lead

Managers or any of its affiliates, the Trustee or the Agents as to the accuracy, completeness or
sufficiency of the information contained in this Offering Circular, and nothing contained in this
Offering Circular is, or shall be relied upon as a promise, representation or warranty by the
Joint Lead Managers, the Trustee or the Agents. To the fullest extent permitted by law, the
Joint Lead Managers, the Trustee and the Agents do not accept any responsibility for the
contents of this Offering Circular. Each of the Joint Lead Managers, the Trustee and the Agents
accordingly disclaim all and any liability whether arising in tort or contract or otherwise which
they might otherwise have in respect of this Offering Circular or any statement herein. None of
the Joint Lead Managers, the Trustee or any Agent undertakes to review the financial condition
or affairs of the Issuer, the Guarantor, the Company or the Group after the date of this Offering
Circular nor to advise any investor or potential investor in the Notes of any information coming
to the attention of the Joint Lead Managers, the Trustee or any Agent. The Joint Lead
Managers have not independently verified any of the information contained in this Offering
Circular and can give no assurance that this information is accurate, truthful or complete. This
Offering Circular is not intended to provide the basis of any credit or other evaluation nor
should it be considered as a recommendation by any of the Issuer, the Guarantor, the
Company, any member of the Group, the Joint Lead Managers, the Trustee or the Agents that
any recipient of this Offering Circular should purchase the Notes. Each potential purchaser of
the Notes should determine for itself the relevance of the information contained in this Offering
Circular and its purchase of the Notes should be based upon such investigations with its own
tax, legal and business advisers as it deems necessary.
IN CONNECTION WITH THE ISSUE OF THE NOTES, ANY OF THE JOINT GLOBAL
COORDINATORS (OR ANY PERSON(S) ACTING ON BEHALF OF ANY OF THE JOINT
GLOBAL COORDINATORS) (THE ‘‘STABILISING MANAGER’’) MAY OVER-ALLOT THE
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE
OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO OBLIGATION ON SUCH STABILISING MANAGER TO DO THIS.
SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST
BE BROUGHT TO AN END AFTER A LIMITED PERIOD. SUCH STABILISING SHALL BE IN
COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND RULES.
ii
In making an investment decision, investors must rely on their own examination of the
Issuer, the Guarantor, the Company, the Group, the terms of the Keepwell Deed and the terms
of the offering, including the merits and risks involved. See ‘‘Risk Factors’’ for a discussion of
certain factors to be considered in connection with an investment in the Notes.
Singapore Securities and Futures Act Product Classification — Solely for the purposes
of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures
Act (Chapter 289 of Singapore) (the ‘‘SFA’’), the Issuer has determined, and hereby notifies all
relevant persons (as defined in 309A of the SFA) that the Notes are ‘‘prescribed capital markets
products’’ (as defined in the Securities and Futures (Capital Markets Products) Regulations
2018).
Each person receiving this Offering Circular acknowledges that such person has not relied
on the Joint Lead Managers or any person affiliated with the Joint Lead Managers in
connection with its investigation of the accuracy of such information or its investment decision.
All non-company specific statistics and data relating to the Group’s industry or the
economies of pertinent jurisdictions, such as the PRC, have been extracted or derived from
publicly available information and various government sources. Each of the Issuer and the
Guarantor believes that the sources of this information are appropriate for such information and
each of the Issuer and the Guarantor has taken reasonable care in extracting and reproducing
such information. Each of the Issuer and the Guarantor has no reason to believe that such
information is false or misleading in any material respect or that any fact has been omitted that
would render such information false or misleading in any material respect. However, this
information has not been independently verified by the Issuer, the Guarantor, the Company, any
member of the Group or the Joint Lead Managers, the Trustee or the Agents and none of the
Issuer, the Guarantor, the Company, any member of the Group, the Joint Lead Managers, the
Trustee or the Agents make any representation as to the correctness, accuracy or
completeness of that information. In addition, third party information providers may have
obtained information from market participants and such information may not have been
independently verified. Accordingly, such information should not be unduly replied upon.
Unless otherwise indicated, all references in this Offering Circular to ‘‘China’’ or the
‘‘PRC’’ are to the People’s Republic of China, and all references to ‘‘Hong Kong’’ are to the
Hong Kong SAR of China. As of 30 June 2020, tier 1 cities were Shanghai, Beijing, Shenzhen
and Guangzhou, new tier 1 cities were Chengdu, Chongqing, Hangzhou, Wuhan, Xi’an, Tianjin,
Suzhou, Nanjing, Zhengzhou, Changsha, Dongguan, Shenyang, Qingdao, Hefei and Foshan.
Unless otherwise specified or the context requires, references herein to ‘‘Renminbi’’,

‘‘RMB’’ or ‘‘CNY’’ are to the lawful currency of the PRC, references herein to ‘‘Hong Kong
dollars’’, ‘‘HK dollars’’, ‘‘HK$’’, ‘‘HK cents’’ or ‘‘HK¢’’ are to the lawful currency of Hong Kong,
references herein to ‘‘U.S. dollars’’, ‘‘U.S.$’’, ‘‘USD’’, ‘‘US cents’’ or ‘‘US¢’’ are to the lawful
currency of the United States of America (the ‘‘United States’’ or ‘‘U.S.’’).
This Offering Circular contains translation of certain Renminbi and Hong Kong dollar
amounts into U.S. dollars and certain U.S. dollar amounts into Renminbi and Hong Kong dollar
at specified rates solely for the convenience of the reader. Unless otherwise specified, where
financial information in relation to the Guarantor has been so translated, it has been so
translated, for convenience only, at the rate of RMB7.0651 to U.S.$1.00 and HK$7.7501 to
iii
U.S.$1.00 (the noon buying rate in New York City on 30 June 2020 as set forth in the weekly
H.10 statistical release of the Federal Reserve Board of the Federal Reserve Bank of New
York). Further information regarding exchange rate is set forth in ‘‘Exchange Rates’’ in this
Offering Circular. No representation is made that the Renminbi amounts and Hong Kong dollar
referred to in this Offering Circular could have been or could be converted into U.S. dollars at
any particular rate or at all, or vice versa. All references to the ‘‘Company Group’’ are to the
Company and its subsidiaries.
All references to ‘‘HKFRS’’ are to Hong Kong Financial Reporting Standards. All references
to ‘‘sq.m.’’ are to square metres and all references to ‘‘GFA’’ are to gross floor area.
In this Offering Circular, where information has been presented in thousands or millions of
units, amounts may have been rounded up or down. Accordingly, totals of columns or rows of
numbers in tables may not be equal to the apparent total of the individual items and actual
numbers may differ from those contained herein due to rounding. References to information in
billions of units are to the equivalent of a thousand million units.
iv
PRESENTATION OF FINANCIAL INFORMATION
The Offering Circular contains the audited consolidated financial information of the
Guarantor as at and for the years ended 31 December 2017, 2018 and 2019, which is derived
from its audited consolidated financial statements as at and for the years ended 31 December
2018 and 2019 (the ‘‘Audited Financial Statements’’) included elsewhere in this Offering
Circular, and have been prepared in accordance with the HKFRS and have been audited by
BDO Limited, Certified Public Accountants (‘‘BDO’’).
The Offering Circular also contains the unaudited and unreviewed consolidated financial
information of the Guarantor as at and for the six months ended 30 June 2019 and 2020, which
is derived from its consolidated financial statements as at and for the six months ended 30
June 2020 included elsewhere in this Offering Circular. Such financial information should not be
relied upon by potential investors to provide the same type or quality of information associated
with information that has been subject to an audit. Accordingly, potential investors must
exercise caution when using such data to evaluate the Group’s financial position, results of
operations and cash flows. Such unaudited and unreviewed consolidated interim financial
information as of and for the six months ended 30 June 2020 should not be taken as an
indication of the expected financial condition, results of operations and cash flows of the Group
for the full financial year ending 31 December 2020.
The Guarantor publishes, in Hong Kong, its interim financial information from time to time.
Such financial information published by the Guarantor in Hong Kong is normally derived from
its management accounts and is not audited or reviewed by independent auditors. As such,
financial information published in Hong Kong by the Guarantor should not be relied upon by
potential purchasers to provide the same quality of information associated with any audited
information. Such financial information is not included in this Offering Circular and should not
be relied upon by any investors in making their investment decisions in the Notes.
Unless otherwise stated, all financial information contained herein which is stated as
relating to the Guarantor refers to the consolidated financial information of the Group.
The accounting policies used by the directors of the Guarantor in the preparation of the
Audited Financial Statements are set out in note 4 ‘‘Significant Accounting Policies’’ to the
Audited Financial Statements. As set out in note 2 ‘‘Adoption of Hong Kong Financial Reporting
Standards (‘‘HKFRSs’’)’’ to the Audited Financial Statements and note 2(c) ‘‘Changes in
Accounting Policies’’ on pages F-28 to F-38 of this Offering Circular, the Group has adopted
the new standard, HKFRS 16 ‘‘Leases’’ (‘‘HKFRS 16’’), on 1 January 2019. HKFRS 16
introduces a single lessee accounting model. Lessor accounting remains similar to the current
standard, i.e. lessors continue to classify leases as finance or operating leases.
HKFRS 16 affects the accounting for the Group’s operating leases. Prior to the adoption
of HKFRS 16, leases where substantially all the rewards and risks of ownership of assets
remained with the lessor were accounted for as operating leases. Operating lease rentals were
recognised under operating expenses in the consolidated statement of profit or loss on a
straight-line basis over the lease term. Commitments under operating leases for future periods
were not recognised as liabilities.
v
Upon adoption of HKFRS 16, the operating leases (except for short-term leases with lease
terms of less than 12 months) are recognised in the consolidated statement of financial
position as right-of-use assets and lease liabilities.
The Group has applied HKFRS 16 using the cumulative effect approach, under which the
cumulative effect of initial application is recognised in the opening balance at 1 January 2019.
As permitted by the transitional provision of HKFRS 16, comparatives for 2018 were not
restated. At initial application, the opening balances of lease liabilities and the corresponding
right-of-use assets are adjusted to HK$10,436,000 and HK$394,794,000, respectively, after
taking into account the effects of discounting as at 1 January 2019. See note 2(c) ‘‘Changes in
Accounting Policies’’ on pages F-28 to F-38 of this Offering Circular for details.
vi
FORWARD-LOOKING STATEMENTS
This Offering Circular includes ‘‘forward-looking statements’’. All statements other than
statements of historical fact contained in this Offering Circular, including, without limitation,
those regarding the Issuer’s, Guarantor’s and the Group’s future financial position and results of
operations, strategy, plans, objectives, goals and targets, future developments in the markets
where the Issuer, the Guarantor or the Group participates or is seeking to participate, and any
statements preceded by, followed by or that include the words ‘‘believe’’, ‘‘expect’’, ‘‘aim’’,
‘‘intend’’, ‘‘will’’, ‘‘may’’, ‘‘anticipate’’, ‘‘seek’’, ‘‘should’’, ‘‘estimate’’ or similar expressions or the
negatives thereof, are forward-looking statements. These forward-looking statements involve
known and unknown risks, uncertainties and other factors, some of which are beyond the
Issuer’s, the Guarantor’s or the Group’s control, which may cause its actual results,
performance or achievements, or industry results to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements.
These forward-looking statements are based on numerous assumptions regarding the Issuer’s,
the Guarantor’s and the Group’s present and future business strategies and the environment in
which the Issuer, the Guarantor or the Group will operate in the future. Important factors that
could cause the Issuer’s, the Guarantor’s or the Group’s actual results, performance or
achievements to differ materially from those in the forward-looking statements include, among
others, the following:
. the Group’s business and operating strategies;
. the Group’s capital expenditure and property development plans;
. the amount and nature of, and potential for, future development of the Group’s
business;
. various business opportunities that the Group may pursue;
. the interpretation and implementation of the existing rules and regulations relating to
land appreciation tax and its future changes in enactment, interpretation or
enforcement;
. the regulatory environment of the property industry in general;
. the performance and future developments of the property market in the PRC or any
region in the PRC in which the Group may engage in property development;
. changes in political, economic, legal and social conditions in the PRC, including the
specific policies of the PRC central and local governments affecting the region where
the Group operates, which affect land supply, availability and cost of financing, and
pre-sale, pricing and volume of the Group’s property development projects;
. the prospective financial information regarding the Group’s businesses;
. availability and costs of bank loans and other forms of financing;
. the Group’s dividend policy;
vii
. projects under development or held for future development;
. timely repayments by its customers of mortgage loans guaranteed by the Group;
. changes in competitive conditions and the Group’s ability to compete under these
conditions;
. changes in currency exchange rates; and
. other risks identified in the ‘‘Risk Factors’’ section of this Offering Circular.
The words including ‘‘aim’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’,

‘‘forecast’’, ‘‘intend’’, ‘‘plan’’, ‘‘schedule’’, ‘‘should’’, ‘‘will’’, ‘‘would’’ or the negatives thereof and
other similar words or expressions are intended to identify a number of these forward-looking
statements. None of the Issuer, the Guarantor, the Group, the Company or their respective
directors, employees or agents undertakes any obligation to update or revise any forward-
looking statements whether as a result of new information, future events or otherwise. In light
of these risks, uncertainties and assumptions, the forward-looking events discussed in this
Offering Circular might not occur and the Issuer’s, the Guarantor’s, the Group’s and the
Company’s actual results could differ materially from those anticipated in these forward-looking
statements. Accordingly, prospective investors are cautioned not to place undue reliance on
these forward-looking statements.
These forward-looking statements speak only as at the date of this Offering Circular. The
Issuer, the Guarantor, the Group and the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement
contained herein to reflect any change in the Issuer’s, the Guarantor’s, the Group’s or the
Company’s expectations with regard thereto or any change of events, conditions or
circumstances, on which any such statement was based.
viii
CONTENTS
Page
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THE ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SUMMARY FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
DESCRIPTION OF THE KEEPWELL DEED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM . . . . . . . 95
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
DESCRIPTION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
DESCRIPTION OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
SUBSTANTIAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144
PRC REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
INDEX TO THE AUDITED AND UNAUDITED FINANCIAL STATEMENTS . . . . . . . . . . . F-1
ix
SUMMARY
The summary below is only intended to provide a limited overview of information described
in more detail elsewhere in this Offering Circular. As it is a summary, it does not contain all of
the information that may be important to investors and terms defined elsewhere in this Offering
Circular shall have the same meanings when used in this Summary. Prospective investors
should therefore read this Offering Circular in its entirety.
OVERVIEW
The Guarantor is a limited liability company incorporated in Hong Kong on 27 February

1973. The Group is a prominent property developer in the PRC. It is principally engaged in the
business of property development, investment and management. Its projects typically comprise
various types of developments, including apartments, villas, offices and commercial properties.
The Group is the sole offshore property development listed flagship of the Company
Group, with the Company being one of the large-scale state-owned enterprises under the
supervision of the State-owned Assets Supervision and Administration Commission of the State
Council of the PRC (‘‘SASAC’’). As at 30 June 2020, the Company is deemed to be interested
in 47.32 per cent. of the issued share capital of the Guarantor under the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (‘‘SFO’’).
As at 30 June 2020, the Group had 72 projects at various stages of development, of

which, in particular, 19 were located in the Yangtze River Delta Region, 12 in the Pearl River
Delta Region, 12 in the Southwestern Region, 26 in other PRC regions and 3 in Hong Kong. As
at 30 June 2020, the Group’s land bank had a total GFA of approximately 21.5 million sq.m.
with average land cost of RMB6,720 per sq.m., comprising approximately 11.6 million sq.m. of
projects under construction and approximately 9.9 million sq.m. of land reserves held for future
development. As at 30 June 2020, the Group’s land bank was located in 25 cities, including
Shanghai, Suzhou, Ningbo, Yuyao, Deqing, Guangzhou, Foshan, Shenzhen, Huizhou, Guiyang,
Zunyi, Nanning, Liuzhou, Kunming, Wuhan, Harbin, Mudanjiang, Jinan, Yantai, Weihai, Zibo,
Weifang, Tai’an, Wanning and Hong Kong, and it held a high-quality investment portfolio in
Shanghai, Beijing, Wuhan, Shenzhen and Hong Kong. The Guarantor is listed on the HKSE
under the stock code 119.
For the years ended 31 December 2017, 2018 and 2019, and for the six months ended 30
June 2020, the Group’s revenue was HK$31.7 billion, HK$23.2 billion, HK$39.9 billion and
HK$13.0 billion, respectively, and its profit for the years ended 31 December 2017, 2018 and
2019, and for the six months ended 30 June 2020 was HK$2,566.6 million, HK$2,601.4 million,
HK$3,788.6 million and HK$1,154.3 million, respectively.
June 2020, the Group’s contracted sales amounted to approximately RMB40.2 billion, RMB40.8
billion, RMB43.2 billion and RMB19.6 billion, respectively, which corresponded to an aggregate
contracted area of approximately 2.6 million sq.m., 2.2 million sq.m., 2.4 million sq.m. and 1.0
million sq.m., respectively.
1
The Group’s operations have a proven record over the past few years. The following table
sets forth the key operating data for the years ended 31 December 2017, 2018 and 2019, and
for the six months ended 30 June 2020:
For the
Six Months
Ended 30
For the Years Ended 31 December June
2017 2018 2019 2020
Contracted sales (RMB billion) . . . . . . . . . . . . . . . . . . . . 40.2 40.8 43.2 19.6

Contracted area (million sq.m.) . . . . . . . . . . . . . . . . . . . . 2.6 2.2 2.4 1.0
Contracted average selling price (RMB/sq.m.) . . . . . . . . . . 15,204 18,193 18,303 18,781
GFA commenced (million sq.m.) . . . . . . . . . . . . . . . . . . . 2.4 4.1 4.2 2.5
Land bank (million sq.m.) . . . . . . . . . . . . . . . . . . . . . . . . 20.2 20.3 21.7 21.5
Attributable land bank (million sq.m.) . . . . . . . . . . . . . . . . 13.1 13.2 15.1 15.1
Land bank under construction (million sq.m.) . . . . . . . . . . . 8.7 9.3 10.1 11.6
Land bank held for future development (million sq.m.) . . . . . 11.6 10.9 11.6 9.9
Number of projects under planning or development . . . . . . 54 57 67 72
Number of cities where those projects are located . . . . . . . 22 24 24 25
COMPETITIVE STRENGTHS
The Guarantor believes that the Group has the following competitive strengths:
. The Group is a state-owned property developer with strong and continuous support
from the Company.
. The Group takes a proactive approach in responding to the evolving property market
in China in line with the PRC government’s policy for the development of the real
property industry.
. The Group has a premier brand with strong execution capability to drive sustainable
growth and value.
. The Group has continued to diversify its funding sources and maintained strong
liquidity.
. The Group has an experienced management team with proven track record and in-
depth local knowledge.
. The Group has a highly disciplined, prudent and systematic approach to land
acquisition and has strategically acquired a large amount of geographically
diversified land reserves.
. The Group has stable and recurring income from investment property and property
management.
2
BUSINESS STRATEGIES
The Group intends to implement the following principal strategies to support the further
development of its business:
. To continue to focus on property development for sale while broadening recurring

investment income.
. To further leverage on the Company Group’s brand equity.
. To expand its sustainable land reserve at an attractive cost.
. To streamline the property development and sales cycle while maintaining high
standards of project planning, product quality and customer satisfaction.
. To adhere to prudent financial management to ensure stable and balanced growth.
3
THE ISSUE
The following contains summary information about the Notes and is qualified in its entirety
by the remainder of this Offering Circular. Some of the terms described below are subject to
important limitations and exceptions. Words and expressions defined in ‘‘Terms and Conditions
of the Notes’’ and ‘‘The Global Note Certificate’’ shall have the same meanings in this summary.
For a more complete description of the terms of the Notes, see ‘‘Terms and Conditions of the
Notes’’.
Issuer . . . . . . . . . . . . . . . . . Ease Trade Global Limited (安業環球有限公司).
Guarantor . . . . . . . . . . . . . . Poly Property Group Co., Limited.
Company . . . . . . . . . . . . . . . China Poly Group Corporation Limited.
Notes . . . . . . . . . . . . . . . . . U.S.$500,000,000 aggregate principal amount of 4.00 per

cent. Guaranteed Notes due 2025.
Guarantee of the Notes . . . . Due and punctual payment of all sums from time to time
payable by the Issuer in respect of the Notes is irrevocably
and unconditionally guaranteed by the Guarantor.
Issue Price . . . . . . . . . . . . . 100.00 per cent. of the principal amount.
Form and Denomination . . . The Notes will be in registered form in the denomination of
U.S.$200,000 and integral multiples of U.S.$1,000 in excess
thereof.
Interest . . . . . . . . . . . . . . . . The Notes will bear interest at a rate of 4.00 per cent. per
annum.
Interest Payment Dates . . . . The Notes will bear interest from 10 November 2020, payable
semi-annually in arrear on the Interest Payment Dates falling
on 10 May and 10 November in each year, commencing on 10
May 2021.
Issue Date . . . . . . . . . . . . . . 10 November 2020.
Maturity Date . . . . . . . . . . . 10 November 2025.
Status of the Notes . . . . . . . The Notes will constitute direct, general and unconditional
obligations of the Issuer which will at all times rank pari passu
and without any preference among themselves and at least
pari passu with all other present and future unsecured,
unconditional and unsubordinated obligations of the Issuer,
save for such obligations as may be preferred by provisions of
law that are both mandatory and of general application.
4
Status of the Guarantee of The Guarantee of the Notes will constitute a direct, general
the Notes . . . . . . . . . . . . . and unconditional obligation of the Guarantor which will at all
times rank at least pari passu with all other present and future
unsecured, unconditional and unsubordinated obligations of
the Guarantor, save for such obligations as may be preferred
by provisions of law that are both mandatory and of general
application.
Negative Pledge . . . . . . . . . The Notes will contain a negative pledge provision as further
described in Condition 3(a) of the Terms and Conditions of the
Notes.
Events of Default . . . . . . . . . Upon the occurrence of certain events described under

‘‘Terms and Conditions of the Notes — Events of Default’’, the
Trustee at its sole discretion may and, if so requested in
writing by holders of at least 20 per cent. of the aggregate
principal amount of the Notes then outstanding or if so
directed by an Extraordinary Resolution, shall (subject to the
Trustee having been indemnified and/or pre-funded and/or
provided with security to its satisfaction) give written notice to
the Issuer declaring the Notes to be immediately due and
payable, whereupon they shall become immediately due and
payable at their principal amount (if applicable) together with
accrued interest without further action or formality.
Taxation . . . . . . . . . . . . . . . All payments of principal and interest in respect of the Notes

by or on behalf of the Issuer or the Guarantor shall be made
free and clear of, and without withholding or deduction for or
on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or on
behalf of the British Virgin Islands, Hong Kong or the PRC or
any political subdivision thereof or any authority therein or
thereof having power to tax, unless the withholding or
deduction of such taxes, duties, assessments or governmental
charges is required by law.
Where such withholding or deduction is made by the Issuer or

the Guarantor as a result of the Issuer or the Guarantor being
deemed by PRC tax authorities to be a PRC tax resident at the
rate of up to and including the rate applicable on 28 October
2020 (the ‘‘Applicable Rate’’), the Issuer or (as the case may
be) the Guarantor will increase the amounts paid by it to the
extent required, so that the net amount received by
Noteholders equals the amounts which would otherwise have
been receivable by them had no such withholding or deduction
been required.
5
In that event the Issuer or (as the case may be) the Guarantor
is required to make a deduction or withholding (i) by or within
the PRC, in excess of the Applicable Rate; or (ii) by or within
the British Virgin Islands or Hong Kong, the Issuer or (as the
case may be) the Guarantor shall pay such additional amounts
(the ‘‘Additional Amounts’’) as will result in receipt by the
Noteholders after such withholding or deduction of such
amounts as would have been received by them had no such
withholding or deduction been required, subject to certain
exceptions. See ‘‘Terms and Conditions of the Notes —
Taxation’’.
Final Redemption . . . . . . . . Unless previously redeemed, or purchased and cancelled, the

Notes will be redeemed at their principal amount on 10
November 2025.
Tax Redemption . . . . . . . . . The Notes may be redeemed at the option of the Issuer in
whole, but not in part, at their principal amount together with
accrued interest, in the event that the Issuer or the Guarantor
would be required to pay Additional Amounts as provided or
referred to in Condition 7 in respect of the Notes or, as the
case may be, the Guarantor of the Notes as a result of any
change in, or amendment to, the laws or regulations of the
British Virgin Islands, Hong Kong or the PRC or any political
subdivision or any authority thereof or therein having power to
tax, or any change in the application or official interpretation
thereof. See ‘‘Terms and Conditions of the Notes —
Redemption and Purchase — Redemption for tax reasons’’.
Redemption on a Change of A Noteholder shall have the right, at such Noteholder’s option,
Control . . . . . . . . . . . . . . . to require the Issuer to redeem all, but not some only, of its
Notes at 101 per cent. of their principal amount, together with
accrued interest, upon the occurrence of a Change of Control.
See ‘‘Terms and Conditions of the Notes — Redemption and
Purchase — Redemption for Change of Control’’.
Further Issues . . . . . . . . . . . The Issuer may from time to time, without the consent of the
Noteholders and in accordance with the Trust Deed, create
and issue further notes having the same terms and conditions
as the Notes in all respects (or in all respects except for the
first payment of interest and the timing for registering and
completing the NDRC Post-issue Filing) so as to form a single
series with the Notes provided that such further notes shall
have the benefit of the Keepwell Deed. The Issuer may from
time to time, with the consent of the Trustee, create and issue
other series of notes having the benefit of the Trust Deed and
the Keepwell Deed. See ‘‘Terms and Conditions of the Notes
— Further Issues’’.
6
Governing Law . . . . . . . . . . The Notes and the Trust Deed and any non-contractual
obligations arising out of or in connection with the Notes and
the Trust Deed will be governed by English law. The Keepwell
Deed will be governed by Hong Kong law.
Jurisdiction . . . . . . . . . . . . . Exclusive jurisdiction of Hong Kong courts
Trustee . . . . . . . . . . . . . . . . Bank of Communications Trustee Limited
Principal Paying Agent and Bank of Communications Co., Ltd. Hong Kong Branch
Transfer Agent . . . . . . . . .
Registrar . . . . . . . . . . . . . . . Bank of Communications Co., Ltd. Hong Kong Branch
Clearing Systems . . . . . . . . The Notes will be represented by beneficial interests in the

Global Note Certificate, which will be registered in the name of
a nominee for, and deposited on the Issue Date with a
common depositary for, Euroclear and Clearstream. Beneficial
interests in the Global Note Certificate will be shown on, and
transfers thereof will be effected only through records
maintained by, Euroclear and Clearstream. Except as
described herein, certificates for Notes will not be issued in
exchange for beneficial interests in the Global Note Certificate.
Listing . . . . . . . . . . . . . . . . . Application will be made to the HKSE for the listing of, and
permission to deal in, the Notes by way of debt issues to
Professional Investors only and such permission is expected
to become effective on 11 November 2020.
Use of Proceeds . . . . . . . . . See ‘‘Use of Proceeds’’.
Keepwell Deed . . . . . . . . . . The Company in favour of the Issuer, the Guarantor and the
Noteholders will enter into the Keepwell Deed, as more fully
described under ‘‘Description of the Keepwell Deed’’. The
Keepwell Deed does not constitute a guarantee by the
Company of the obligations of the Issuer under the Notes or
the obligations of the Guarantor under the Guarantee of the
Notes and may not give rise to a debt claim against the
Company or be recognised by PRC courts in insolvency
proceedings in relation to the Company in the PRC.
Legal Entity Identifier (LEI) . 894500C01BXHHDWBXT88
ISIN . . . . . . . . . . . . . . . . . . . XS2250701997
Common Code . . . . . . . . . . 225070199
7
SUMMARY FINANCIAL INFORMATION
The following tables set forth the summary consolidated financials of the Guarantor as at
and for the periods indicated.
The selected consolidated financial information of the Guarantor as at and for the years
ended 31 December 2017, 2018 and 2019, set forth below has been derived from the
Guarantor’s audited consolidated financial statements for the years ended 31 December 2018
and 2019 which (except for the information on EBITDA) have been audited by BDO Limited,
Certified Public Accountants (‘‘BDO’’).
The information set forth below should be read in conjunction with, and is qualified in its
entirety by reference to, the relevant financial statements of the Guarantor, including the notes
thereto, included elsewhere in this Offering Circular. The Guarantor’s consolidated financial
statements are prepared in accordance with HKFRS.
The Group has adopted the new standard, HKFRS 16 ‘‘Leases’’, on 1 January 2019.
HKFRS 16 introduces a single lessee accounting model. Lessor accounting remains similar to
the current standard, i.e. lessors continue to classify leases as finance or operating leases.
HKFRS 16 affects the accounting for the Group’s operating leases. Prior to the adoption of
HKFRS 16, leases where substantially all the rewards and risks of ownership of assets remained
with the lessor were accounted for as operating leases. Operating lease rentals were recognised
under operating expenses in the consolidated statement of profit or loss on a straight-line basis
over the lease term. Commitments under operating leases for future periods were not
recognised as liabilities.
terms of less than 12 months) are recognised in the consolidated statement of financial position
as right-of-use assets and lease liabilities.
taking into account the effects of discounting as at 1 January 2019. See ‘‘Risk Factors — The
accounting standards of the Group differ from their previous accounting standards, which may
make historical financial information difficult to compare.’’
The accounting policies used by the directors of the Guarantor in preparation of the
Guarantor Audited Financial Statements are set out in note 4 ‘‘Significant Accounting Policies’’
to the Audited Financial Statements. See ‘‘Notes to the Consolidated Financial Statements —
Significant Accounting Policies’’ on pages F-40 to F-84 of this Offering Circular and note 2(c)
‘‘Changes in Accounting Policies’’ on pages F-28 to F-38 of this Offering Circular for details.
8
Consolidated Statement of Profit or Loss
For the year ended 31 December

2017 2018 2019
(HK$’000) (HK$’000) (HK$’000)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,703,042 23,233,644 39,943,978

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,162,217) (14,715,439) (26,409,985)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... . 6,540,825 8,518,205 13,533,993
Increase/(decrease) in fair value of investment properties . . ...... . 66,329 278,932 (7,933)
Increase in fair value of financial assets . . . . . . . . . . . . . ...... . — 14,389 54,636
Other gains, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... . 994,129 349,184 155,592
Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... . (1,009,851) (693,000) (1,196,022)
Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . ...... . (1,405,405) (1,606,298) (1,921,418)
Gain on step-up acquisition of subsidiaries . . . . . . . . . . . ...... . 848,352 — 478,617
Impairment loss on properties under development and held for sale . — (10,909) (1,020,281)
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . ...... . (371,317) (346,418) (391,540)
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... . (961,878) (1,275,566) (1,473,608)
Share of results of associates . . . . . . . . . . . . . . . . . . . . ...... . (10,083) (53,954) (20,630)
Share of results of joint ventures . . . . . . . . . . . . . . . . . . ...... . 198,088 250,369 498,341
Profit before income tax expense . . . . . . . . . . . . . . . . . . . . . . . 4,889,189 5,424,934 8,689,747
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,322,549) (2,823,486) (4,901,118)
Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,566,640 2,601,448 3,788,629
Attributable to:
Owners of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,462,061 2,241,590 3,832,948
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104,579 359,858 (44,319)
2,566,640 2,601,448 3,788,629
(1)
EBITDA ......................................... 4,420,870 6,630,256 10,672,831
Note:
(1) EBITDA is defined as profit before income tax expense less dividend income, exchange gain, increase in fair
value of investment properties, government subsidy, gain on step-up acquisition of subsidiaries, increase in fair
value of financial assets and share of results of joint ventures plus amortisation of prepaid lease payments,
depreciation of property, plant and equipment, depreciation of right-of-use assets, finance costs, exchange loss,
loss on disposal of subsidiaries, impairment loss on trade and other receivables, impairment loss on properties
under development and held for sale, share of results of associates and decrease in fair value of investment
properties.
9
EBITDA
For the year ended 31 December

2017 2018 2019
HK$000 HK$000 HK$000
Profit before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,889,189 5,424,934 8,689,747
Amortisation of prepaid lease payments . . . . . . . . . . . . . . . .... . . . . . . . . . . . 10,160 10,764 —

Depreciation of property, plant and equipment . . . . . . . . . . . .... . . . . . . . . . . . 124,950 138,205 170,557
Depreciation of right-of-use assets . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . — — 16,923
Dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . (6,323) (7,665) (9,931)
Exchange (gain)/loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . (440,910) 281,254 265,668
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . 961,878 1,275,566 1,473,608
Gain on step-up acquisition of subsidiaries . . . . . . . . . . . . . .... . . . . . . . . . . . (848,352) — (478,617)
Government subsidy . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . (15,388) (17,080) (7,106)
Impairment loss on properties under development and held for sale . . . . . . . . . . . . — 10,909 1,020,281
Impairment loss on trade and other receivables . . . . . . . . . . .... . . . . . . . . . . . — 3,105 56,115
(Increase)/decrease in fair value of investment properties . . . . .... . . . . . . . . . . . (66,329) (278,932) 7,933
Increase in fair value of financial assets . . . . . . . . . . . . . . . .... . . . . . . . . . . . — (14,389) (54,636)
Share of results of associates . . . . . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . 10,083 53,954 20,630
Share of results of joint ventures . . . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . (198,088) (250,369) (498,341)
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,420,870 6,630,256 10,672,831
10
Consolidated Statement of Financial Position
As of 31 December
2017 2018 2019
(HK$’000) (HK$’000) (HK$’000)
NON-CURRENT ASSETS
Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,904,879 12,571,809 12,115,132
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . 1,890,842 3,878,612 3,755,234
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 365,040
Prepaid lease payments — non-current potion . . . . . . . . . . . . . . 325,385 372,363 —
Interests in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298,155 264,576 291,900
Interests in joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,956,952 7,773,395 7,429,659
Financial assets at fair value through profit or loss . . . . . . . . . . . — 426,941 544,624
Available-for-sale investments . . . . . . . . . . . . . . . . . . . . . . . . . 325,839 — —
Loan receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,583 216,021 195,666
Deposits paid for acquisition of land use rights . . . . . . . . . . . . . 1,643,905 1,921,839 2,948,333
Deposits paid for acquisition of subsidiaries . . . . . . . . . . . . . . . . 238,095 — —
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319,150 327,848 285,286
20,015,785 27,753,404 27,930,874
CURRENT ASSETS
Properties under development . . . . . . . . . . . . . . . . . . . . . . . . . 53,631,353 52,885,536 65,667,447
Properties held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,608,481 28,197,992 21,316,121
Contract costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 465,069 390,816
Other inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,057 46,478 81,391
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 4,776,797 5,151,482 5,741,095
Prepaid lease payments — current portion . . . . . . . . . . . . . . . . . 10,175 11,995 —
Amounts due from associates . . . . . . . . . . . . . . . . . . . . . . . . . 757,418 1,228,259 2,516,118
Amounts due from joint ventures . . . . . . . . . . . . . . . . . . . . . . . 4,141,267 3,015,072 5,080,256
Amounts due from non-controlling shareholders of subsidiaries . . . 939,600 862,587 605,146
Taxation recoverable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,592,664 1,691,067 2,040,047
Pledged bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 329,237 4,201,597 433,580
Bank balances, deposits and cash . . . . . . . . . . . . . . . . . . . . . . 20,921,650 23,152,884 27,480,746
108,762,699 120,910,018 131,352,763
CURRENT LIABILITIES
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,552,504 19,694,131 20,583,403
Contract liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 31,110,373 27,185,777
Pre-sale deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,906,757 — —
Property rental deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,151 122,336 130,162
Amount due to an associate . . . . . . . . . . . . . . . . . . . . . . . . . . — — 81,722
Amounts due to joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . 2,258,285 3,518,574 1,688,741
Amount due to the ultimate holding company . . . . . . . . . . . . . . . 411,592 52,571 20,925
Amount due to an intermediate holding company . . . . . . . . . . . . 21,034 3,209 3,102
Amounts due to fellow subsidiaries . . . . . . . . . . . . . . . . . . . . . . 587,869 1,377 539
Amounts due to non-controlling shareholders of subsidiaries . . . . 2,529,004 2,395,404 2,491,584
Taxation payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,009,346 2,282,487 5,243,142
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,900,000 — —
Bank and other borrowings — due within one year . . . . . . . . . . . 15,835,437 13,840,294 15,349,243
69,137,979 73,020,756 72,778,340
NET CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,624,720 47,889,262 58,574,423
TOTAL ASSETS LESS CURRENT LIABILITIES . . . . . . . . . . . . . . . 59,640,505 75,642,666 86,505,297
11
As of 31 December
2017 2018 2019
(HK$’000) (HK$’000) (HK$’000)
CAPITAL AND RESERVES

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,685,677 17,685,677 17,685,677
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,610,687 12,203,418 14,866,483
Equity attributable to owners of the Company . . . . . . . . . . . . . . 28,296,364 29,889,095 32,552,160
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,520,217 2,670,318 2,364,979
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,816,581 32,559,413 34,917,139
NON-CURRENT LIABILITIES
Bank and other borrowings — due after one year . . . . . . . . . . . . 27,089,799 36,460,925 44,190,170
Notes payable . . . . . . . . . . . ... .......... . . . . . . . . . . . . — 4,704,598 4,677,778
Lease liabilities . . . . . . . . . . ... .......... . . . . . . . . . . . . — — 1,579
Loan from a fellow subsidiary ... .......... . . . . . . . . . . . . 214,286 206,897 200,000
Deferred tax liabilities . . . . . . ... .......... . . . . . . . . . . . . 1,519,839 1,710,833 2,518,631
TOTAL NON-CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . 28,823,924 43,083,253 51,588,158
59,640,505 75,642,666 86,505,297
12
RECENT DEVELOPMENTS
The following tables set forth the summary consolidated financials of the Guarantor as at
and for the periods indicated.
The selected consolidated financial information of the Guarantor as at and for six months
ended 2019 and 2020 set forth below has been derived from the Guarantor’s condensed
consolidated financial statements for the six months ended 30 June 2019 and 2020 which are
unaudited and unreviewed.
The information set forth below should be read in conjunction with, and is qualified in its
entirety by reference to, the relevant financial statements of the Guarantor, including the notes
thereto, included elsewhere in this Offering Circular.
Condensed Consolidated Statement of Profit or Loss
Six months ended 30 June

2019 2020
HK$’000 HK$’000
(Unaudited) (Unaudited)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,493,954 12,989,295

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,073,465) (8,108,362)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,420,489 4,880,933
Increase/(decrease) in fair value of investment properties . . 34,091 (142,845)
Increase in fair value of financial assets . . . . . . . . . . . . . . 28,418 17,366
Other gains, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98,192 298,491
Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (539,080) (280,844)
Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . (642,099) (521,435)
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . (144,778) (147,577)
Gain on step-up acquisition of a subsidiary . . . . . . . . . . . 53,330 2,175
Loss on disposal of subsidiaries . . . . . . . . . . . . . . . . . . . — (265,078)
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (741,528) (782,362)
Share of results of associates . . . . . . . . . . . . . . . . . . . . . (23,937) (26,675)
Share of results of joint ventures . . . . . . . . . . . . . . . . . . . 259,083 27,513
Profit before income tax expense . . . . . . . . . . . . . . . . . 5,802,181 3,059,662
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,786,860) (1,905,370)
Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,015,321 1,154,292
Attributable to:
Owners of the Company . . . . . . . . . . . . . . . . . . . . . . . . 3,737,636 828,398
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . 277,685 325,894
4,015,321 1,154,292
(1)
EBITDA .................................... 6,379,855 4,387,171
13
Note:
(1) EBITDA is defined as profit before income tax expense less dividend income, exchange gain, increase in fair
value of investment properties, government subsidy, gain on step-up acquisition of subsidiaries, increase in fair
value of financial assets and share of results of joint ventures plus amortisation of prepaid lease payments,
depreciation of property, plant and equipment, depreciation of right-of-use assets, finance costs, exchange loss,
loss on disposal of subsidiaries, impairment loss on trade and other receivables, impairment loss on properties
under development and held for sale, share of results of associates and decrease in fair value of investment
properties.
EBITDA Six months ended 30 June

2019 2020
HK$000 HK$000
Profit before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . 5,802,181 3,059,662
Depreciation of property, plant and equipment . . . . . . . . . . . . . . . . 102,381 98,664

Depreciation of right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . 8,524 8,324
Dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,931) (18,661)
Exchange loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,085 80,813
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 741,528 782,362
Loss on disposal of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . — 265,078
Gain on step-up acquisition of subsidiaries . . . . . . . . . . . . . . . . . . (53,330) (2,175)
Government subsidy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,928) (11,537)
(Increase)/decrease in fair value of investment properties . . . . . . . . (34,091) 142,845
Increase in fair value of financial assets . . . . . . . . . . . . . . . . . . . . (28,418) (17,366)
Share of results of associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,937 26,675
Share of results of joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . (259,083) (27,513)
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,379,855 4,387,171
14
Condensed Consolidated Statement of Financial Position
31 December 2019 30 June 2020

HK$’000 HK$’000
(Audited) (Unaudited)
NON-CURRENT ASSETS
Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,115,132 10,884,637
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . 3,755,234 2,841,899
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365,040 280,767
Interests in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . 291,900 240,709
Interests in joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . 7,429,659 7,415,645
Financial assets at fair value through profit or loss . . . . . . . 544,624 556,107
Loan receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195,666 158,756
Deposits paid for acquisition of land use rights . . . . . . . . . . 2,948,333 5,344,209
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285,286 271,070
27,930,874 27,993,799
CURRENT ASSETS
Properties under development . . . ............ . . . . . . . 65,667,447 74,675,074
Properties held for sale . . . . . . . . ............ . . . . . . . 21,316,121 18,288,790
Other inventories . . . . . . . . . . . . ............ . . . . . . . 81,391 83,190
Contract costs . . . . . . . . . . . . . . ............ . . . . . . . 390,816 292,717
Trade and other receivables . . . . ............ . . . . . . . 5,741,095 6,670,498
Amounts due from associates . . . ............ . . . . . . . 2,516,118 1,265,300
Amounts due from joint ventures . ............ . . . . . . . 5,080,256 4,961,949
Amounts due from non-controlling shareholders of
subsidiaries . . . . . . . . . . . . . . ............ . . . . . . . 605,146 516,600
Taxation recoverable . . . . . . . . . . ............ . . . . . . . 2,040,047 2,626,086
Pledged bank deposits . . . . . . . . ............ . . . . . . . 433,580 471,052
Bank balances, deposits and cash ............ . . . . . . . 27,480,746 32,276,200
131,352,763 142,127,456
CURRENT LIABILITIES
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . 20,583,403 19,169,479
Contract liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,185,777 28,208,716
Property rental deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 130,162 124,374
Amount due to an associate . . . . . . . . . . . . . . . . . . . . . . . 81,722 113,791
Amounts due to joint ventures . . . . . . . . . . . . . . . . . . . . . . 1,688,741 1,871,586
Amount due to the ultimate holding company . . . . . . . . . . . 20,925 20,778
Amount due to an intermediate holding company . . . . . . . . 3,102 3,068
Amounts due to fellow subsidiaries . . . . . . . . . . . . . . . . . . 539 533
Amounts due to non-controlling shareholders of subsidiaries 2,491,584 2,577,599
Taxation payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,243,142 5,746,903
Notes payable — due within one year . . . . . . . . . . . . . . . . — 3,900,000
Bank and other borrowings — due within one year . . . . . . . 15,349,243 14,104,210
72,778,340 75,841,037
NET CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,574,423 66,286,419
TOTAL ASSETS LESS CURRENT LIABILITIES . . . . . . . . . . . 86,505,297 94,280,218
15
31 December 2019 30 June 2020
HK$’000 HK$’000
(Audited) (Unaudited)
CAPITAL AND RESERVES

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,685,677 17,685,677
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,866,483 14,630,796
Equity attributable to owners of the Company . . . . . . . . . . . 32,552,160 32,316,473
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . 2,364,979 3,491,309
TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,917,139 35,807,782
NON-CURRENT LIABILITIES
Bank and other borrowings — due after one year . . . . . . . . 44,190,170 55,267,765
Notes payable — due after one year . . . . . .... . . . . . . . . 4,677,778 769,231
Lease liabilities . . . . . . . . . . . . . . . . . . . . .... . . . . . . . . 1,579 528
Loan from a fellow subsidiary . . . . . . . . . . .... . . . . . . . . 200,000 197,802
Deferred tax liabilities . . . . . . . . . . . . . . . . .... . . . . . . . . 2,518,631 2,237,110
Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 51,588,158 58,472,436
86,505,297 94,280,218
Proposed disposal of interest in the Macau Project Company
The Guarantor’s wholly-owned subsidiary, Active Success Consultants Limited (‘‘Active

Success’’), holds a 30% interest in Win Loyal Development Limited (the ‘‘Macau Project
Company’’). The Macau Project Company holds a plot of land in Macau with an area of
approximately 56,592 square metres located at Coloane Island, next to Estrada do Campo,
registered with the Land Registry Office of Macau under no. 6150 (the ‘‘Property’’). The
remaining 70% of the Macau Project Company is held by Best Attitude International Limited
(‘‘Best Attitude’’), an independent third party. Active Success, Best Attitude and the Macau
Project Company have entered into a shareholders’ agreement on 8 January 2018 (the
‘‘Shareholders’ Agreement’’) to regulate the affairs and management of the Macau Project
Company.
On 25 September 2019, Active Success served a sale notice on Best Attitude, requesting
it to acquire, conditional upon the shareholders approving the disposal, all the issued shares of
Active Success from Polymac Property Company Limited (‘‘Poly Macau’’) (the ‘‘Sale Notice’’).
Poly Macau is a wholly-owned subsidiary of Poly Property (Hong Kong) Co., Limited (‘‘Poly
HK’’); Poly HK is a wholly-owned subsidiary of the Guarantor; and Active Success is a wholly-
owned subsidiary of Poly Macau.
On 8 May 2020, Active Success, Poly HK and Poly Macau received a writ of summons
issued in the Court of First Instance of the High Court of Hong Kong by the solicitors acting for
Mr. Sio Tak Hong and Best Attitude (together, the ‘‘Plaintiffs’’) (the ‘‘Writ’’). Pursuant to the
Writ, the Plaintiffs seek, inter alia, a declaration that the Sale Notice issued by Active Success
on 25 September 2019 is invalid and has no legal effect. The Guarantor received an amended
Writ on 12 June 2020, pursuant to which (among other things) the Guarantor has been joined
as a defendant.
16
The Guarantor considers the Sale Notice to be valid. The Guarantor is currently seeking
legal advice on the Plaintiffs’ commencement of legal proceedings. The Guarantor will make
further announcements regarding the above as and when appropriate.
The Recent Coronavirus Epidemic Outbreak
Toward the end of 2019, public health officials of the PRC informed the World Health
Organization, or WHO, that a highly infectious novel coronavirus was detected. WHO later
named the novel coronavirus as COVID-19. In March 2020, the WHO characterized the
outbreak of COVID-19 a pandemic. The COVID-19 pandemic has resulted in an adverse impact
on the livelihood of the people in and the economy of the PRC and worldwide.
The PRC central and local governments have taken various measures to manage cases
and reduce potential spread and impact of infection, and further introduced various policies to
boost the economy and stimulate the local property markets. The PRC real estate market is
under pressure in the short term as the COVID-19 pandemic has curbed demand and pre-sale.
Since April 2020, China and some other countries gradually lifted stay-at-home orders and
began to resume work and school at varying levels and scopes. Given the uncertainties as to
the development of the outbreak at the moment, it is difficult to predict how long these
conditions will persist and to what extent to which we may be affected. See ‘‘Risk Factors —
Risks relating to the Group’s business — The national and regional economies in the PRC and
the Group’s prospects may be adversely affected by natural disasters, acts of God, and the
occurrence of epidemics’’.
17
RISK FACTORS
In addition to other information in this Offering Circular, prospective investors should

carefully consider the following risk factors, together with all other information contained in this
Offering Circular (including the financial statements and the notes thereto), before purchasing
the Notes. The risks and uncertainties described below may not be the only ones that the Group
faces. Additional risks and uncertainties that the Issuer and the Guarantor are not aware of or
that the Issuer and the Guarantor currently believe are immaterial may also adversely affect the
Group’s business, financial condition or results of operations. If any of the possible events
described below occur, the Group’s business, financial condition or results of operations could
be adversely affected, the trading price of the Notes could decline and investors may lose all or
part of their investment.
This Offering Circular also contains forward-looking statements that involve risks and
uncertainties. The Group’s actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the considerations described
below and elsewhere in this Offering Circular.
Risks relating to the Group’s business
The Group is dependent on the performance of the real estate market in the PRC,
particularly in the cities in which it develops its property projects and manages the
properties it has developed.
The Group’s business and prospects depend on the performance of the real estate market
in the PRC, particularly in the cities where it has property projects, which are primarily located
in the Yangtze River Delta Region, the Pearl River Delta Region and the Southwestern region.
Any real estate market downturn in the PRC generally or in the cities in which it has property
projects may materially and adversely affect its business, financial condition and results of
operations. The real estate market in the PRC is affected by many factors, including changes in
the PRC’s social, political, economic and legal environment, changes in the PRC government’s
fiscal and monetary policy, the lack of a mature and active secondary market for residential and
commercial properties in the PRC and consumer spending, all of which are beyond the Group’s
control.
In addition, there may be over-supply of properties or economic downturn in the PRC

generally or in the cities where the Group has property projects. Furthermore, the real estate-
related austerity measures in the PRC, particularly in the cities where the Group has property
projects, may materially and adversely affect its business, financial condition and results of
operations. Please also refer to ‘‘— Risks relating to the Group’s business — The Group’s
business is subject to extensive governmental regulation and, in particular, is susceptible to
policy changes in the PRC property sector’’, ‘‘— Risks relating to the Group’s business — The
national and regional economies in the PRC and the Group’s prospects may be adversely
affected by natural disasters, acts of God, and the occurrence of epidemics’’ and ‘‘— Risks
relating to the Group’s industry — The Group’s operations are subject to extensive
governmental regulations, and in particular, are susceptible to changes in policies related to the
real estate industry in the PRC and the PRC government may adopt further measures to slow
down growth in the real estate sector’’ below.
18
Any over-supply, economic downturn or austerity measures imposed by the PRC
government may result in a decline in property sales or property prices nationally or regionally,
which may have a material and adverse effect on the Group’s business, financial condition and
results of operations.
The Group’s business is subject to extensive governmental regulation and, in particular, is

susceptible to policy changes in the PRC property sector.
The Group’s business is subject to extensive governmental regulation and the

macroeconomic control measures implemented by the PRC government from time to time. As
with other PRC property developers, the Group must comply with various requirements
mandated by PRC laws and regulations, including the policies and procedures established by
local authorities designated to implement such laws and regulations. In particular, the PRC
government exerts considerable direct and indirect influence on the development of the PRC
property sector by imposing industry policies and other economic measures, such as control
over the supply of land for property development, control of foreign exchange, property
financing, taxation and foreign investment. Through these policies and measures, the PRC
government may restrict or reduce the land available for property development, raise the
benchmark interest rates of commercial banks, place additional limitations on the ability of
commercial banks to make loans to property developers and property purchasers, impose
additional taxes and levies on property sales and restrict foreign investment in the PRC
property sector.
Many of the property industry policies carried out by the PRC government are
unprecedented and are expected to be refined and improved over time. Changes in political,
economic and social factors may also lead to further adjustments of such policies. This refining
and adjustment process may not necessarily have a positive effect on the Group’s operations
or its future business development. The Group cannot make the assurance that the PRC
government will not adopt additional and more stringent industry policies, regulations and
measures in the future. If the Group fails to adapt its operations to new policies, regulations
and measures that may come into effect from time to time with respect to the property
industry, or such policy changes disrupt the Group’s business or cause the Group to incur
additional costs, the Group’s business, prospects, financial condition and results of operations
may be materially and adversely affected.
The national and regional economies in the PRC and the Group’s prospects may be
adversely affected by natural disasters, acts of God, and the occurrence of epidemics.
The Group’s business is subject to general economic and social conditions in the PRC.
Natural disasters, epidemics and other acts of God which are beyond the Group’s control may
adversely affect the economy, infrastructure and livelihood of the people in the PRC. Some
regions in the PRC, including the cities where the Group operates, are under the threat of flood,
earthquake, sandstorm, snowstorm, fire, drought, or epidemics such as Severe Acute
Respiratory Syndrome, or SARS, H7N9 and H5N1 avian flu or the human swine flu, also known
as Influenza A (H1N1), and the coronavirus (COVID-19).
Toward the end of 2019, an outbreak of highly infectious novel coronavirus, COVID-19,
was reported in China. Several cities in China where the Group has land bank and operations
had been under a lockdown and have imposed travel restrictions in an effort to curb the spread
19
of COVID-19. According to the data released on 17 April 2020 by the National Bureau of
Statistics, China’s first quarter GDP of 2020 contracted by 6.8% in 2020 compared with the
first quarter of 2019, and China’s real estate investment in the first quarter amounted to
RMB2,196.3 billion, representing a decrease of approximately 7.7% compared with the first
quarter of 2019.
The Group is uncertain as to when the COVID-19 outbreak will be completely contained,
and the Group also cannot predict if the impact will be short-lived or long-lasting. If the COVID-
19 outbreak is not effectively controlled in a short period of time, our business and financial
position may be materially and adversely affected as a result of the changes in the outlook of
the property market, any slowdown in economic growth, negative business sentiment or other
factors that the Group cannot foresee. There is no assurance that another major COVID-19 or
other disease outbreak will not happen in the future. If any of these events eventuate, the
Group’s business, financial position and results of operations may be materially and adversely
affected.
The Group’s profitability and results of operations are affected by the success of its
business model and its ability to expand its business in the PRC.
The Group’s business model is to have a business operation that is diversified in terms of
geographic locations and the groups of customers whom it targets. It has established strong
market position in the Yangtze River Delta Region, the Pearl River Delta Region and the
Southwestern region in the PRC. The Group’s success is dependent on its managerial and
operational resources, capital contributions, and its knowledge of the needs of its target
customers. There can be no assurance that the Group’s business model will be successful in
cities where it has presence. If the Group fails to establish or expand its business model as
much as anticipated, its business, financial condition and results of operations may be
materially and adversely affected.
The Group may further expand into other selected emerging cities in the PRC with good
growth potential through land acquisitions or acquisition of companies with suitable land
reserves. The Group’s ability to do so may depend on a variety of factors that it cannot control,
such as overall economic conditions, the Group’s effectiveness in identifying and acquiring land
parcels suitable for development and competition for such land parcels. Also, any expansion
may require substantial capital investment and place substantial strain on its managerial,
operational and financial resources. In addition, the Group may not have the same level of
familiarity with contractors, business practices, regulations, customer preferences, behaviour
and spending pattern as other local and more experienced property developers in such cities,
which may put it in a less competitive position as compared to such property developers. Any
failure to leverage the Group’s experience or failure to understand the real estate market of a
city to which it wants to expand in the PRC may have a material and adverse effect on the
Group’s business, financial condition and results of operations.
The Group’s profit margin varies with each property development, and the Group may not
be able to sustain its existing profit margin.
Construction costs comprise one of the predominant components of the Group’s cost of
sales. Construction costs encompass all costs for the design and construction of a project,
including payments to third-party contractors, costs of construction materials, foundation and
20
substructure, fittings, facilities for utilities and related infrastructure such as roads and
pipelines. Historically, construction material costs have been the principal driver of the
construction costs of the Group’s property development projects, with the cost of third-party
contractors remaining relatively stable. However, as the construction material costs are often
included in the construction costs paid to the Group’s contractors, it has been difficult for the
Group to estimate such costs.
Construction costs may fluctuate as a result of the price volatility of construction materials
such as steel and cement. In line with industry practice, if there is a significant price fluctuation
(depending on the specific terms of each contract), the Group will be required to renegotiate
existing construction contracts to top up payment to, or receive refund from, the contractors,
depending on the price movement. In addition, should the Group’s existing contractors fail to
perform under their contracts, the Group may be required to pay more to other contractors
under replacement contracts. The Group’s profit margin is sensitive to changes in the market
prices for construction materials. There can be no assurance that the Group will be able to
pass all of the increased costs onto its customers and if it is unable to do so, its profit margins
The Group recorded gross profit margin of approximately 20.6 per cent., 36.7 per cent.,
33.9 per cent. and 37.6 per cent. for the years ended 31 December 2017, 2018 and 2019, and
for the six months ended 30 June 2020, respectively. Factors that may affect its gross profit
margin include: (i) product mix, (ii) selling price, and (iii) cost of development. There can be no
assurance that the Group can always maintain or increase its gross profit margin. If it is unable
to maintain its gross profit margin, its profitability may be materially and adversely affected.
The Group’s profitability and results of operations are affected by changes in interest
rates.
Changes in interest rates have affected and will continue to affect the Group’s financing
costs and, ultimately, the Group’s results of operations. As commercial banks in the PRC link
the interest rates on their loans to benchmark lending rates published by PBOC, any further
increase in such benchmark lending rates will increase the interest costs for the Group’s
property developments. PBOC adjusts the benchmark one-year lending rate from time to time.
The Group’s finance costs incurred for the years ended 31 December 2017, 2018 and 2019,
and for the six months ended 30 June 2020 were HK$962 million, HK$1,276 million, HK$1,474
million and HK$782 million, respectively.
In addition, a substantial portion of the interest expense has been capitalised as

properties under development, which will then be recognised in the consolidated statements of
comprehensive income as cost of sales upon the sale of properties. As a result, such
capitalised interest expense may adversely affect the Group’s gross profit margin upon the sale
of properties in future. In addition, increases in interest rates may affect customers’ ability to
secure mortgages on acceptable terms, which in turn may affect their ability to purchase the
Group’s properties. For more information on interest rates, please refer to ‘‘Risk Factors —
Risks relating to the Group’s industry — The Group’s operations are subject to extensive
governmental regulations, and in particular, are susceptible to changes in policies related to the
real estate industry in the PRC and the PRC government may adopt further measures to slow
down growth in the real estate sector’’.
21
The Group may not always be able to obtain land reserves that are suitable for its
property development at commercially acceptable prices.
The Group derives its revenue principally from the sale of properties that it has developed.
It must therefore maintain or increase its land reserves, each with sufficient size and
appropriate scope of usage for its property development, in suitable locations at an
appropriate pace in order to ensure sustainable business growth. For the years ended 31
December 2017, 2018 and 2019, and for the six months ended 30 June 2020, the Group
acquired 13, 14, 15 and 6 land parcels, respectively. The Group’s ability to identify and acquire
suitable development sites is subject to a number of factors, some of which are beyond the
Group’s control.
The supply of substantially all of the land in the PRC is controlled by the PRC government.
The land supply policies adopted by the PRC government directly impact the Group’s ability to
acquire land use rights for development and its costs of such acquisitions. The PRC
governmental land supply policies and implementation measures may further intensify
competition for land in China among property developers. For example, although privately held
land use rights are not prohibited from being traded in the secondary market, the statutory
means of public tender, auction and listing-for-sale practice in respect of the grant of state-
owned land use rights has increased competition for available land as well as increased land
acquisition costs. The intense competition among property developers may result in increased
land acquisition costs, increased construction costs and difficulty in obtaining high quality
contractors and qualified employees, an oversupply of properties, a decrease in property prices
or a slowdown in the rate at which new property developments will be approved or reviewed by
the relevant government authorities, any of which may materially and adversely affect our
business, prospects, financial condition and results of operations.
In September 2007, the Ministry of Land and Resources of PRC (the ‘‘MLR’’) issued a new
notice to further enhance control of the land supply, by requiring developers to develop land
according to the terms of the land grant contracts and restricting or prohibiting any non-
compliant property developers from participating in future land auctions. In January 2008, the
State Council issued a Notice on Promoting the Land Saving and Efficient Use 《關於促進節約
(
集約用地的通知》) to escalate the enforcement of current rules on idle land management.
Furthermore, the MLR issued a Notice on Restricting the Administration of Construction Land
and Promoting the Use of Approved Land 《關於嚴格建設用地管理促進批而未用土地利用的通知》
( )
in August 2009, which reiterated then applicable rules on idle land management.
In addition, in September 2010 the MLR and the Ministry of Housing and Urban Rural
Development (the ‘‘MOHURD’’) jointly issued the Notice on Further Strengthening the
Administration and Control of Real Estate Land and Construction, which stipulates, among
other things, that the planning and construction conditions and land use standards should be
specified by parcels of land, and the restrictions on the area of a single parcel of land granted
for commodity properties should be strictly implemented. The development and construction of
large low-density residential properties should be strictly restricted, and the plot ratio for
residential land is required to be more than 1. In addition, the notice stipulates that a property
developer and its controlling shareholder will be prohibited from participating in any bidding to
acquire additional land until any illegal behaviour in which it has engaged, such as leaving its
22
land idle for more than one year, has been completely rectified. The implementation of these
regulations may increase land transfer prices and require property developers to maintain a
higher level of working capital.
If the Group fails to acquire sufficient land reserves in a timely manner and on acceptable
terms, or at all, its business, prospects, results of operations and financial condition may be
The Group may not be able to successfully manage its growth.
The Group has been expanding its operations in recent years. As the Group continues to
grow, it must continue to improve its managerial, technical and operational knowledge and
allocation of resources, and to implement an effective management information system. To
effectively manage its expanded operations, the Group needs to continue to recruit and train
managerial, accounting, internal audit, engineering, technical, sales and other staff to satisfy its
development requirements. In order to fund its ongoing operations and its future growth, the
Group needs to have sufficient internal sources of liquidity or access to additional financing
from external sources. Furthermore, the Group will be required to manage relationships with a
greater number of customers, suppliers, contractors, service providers, lenders and other third
parties. The Group will need to further strengthen its financial reporting, internal audit,
disclosure control, internal control and compliance functions to ensure that it is able to comply
with its legal and contractual obligations and reduce its operational and compliance risks.
There can be no assurance that the Group will not experience issues such as capital
constraints, construction delays, operational difficulties at new operational locations or
difficulties in expanding its existing business and operations and training an increasing number
of personnel to manage and operate the expanded business. Also, there can be no assurance
that the Group’s expansion plans will not adversely affect its existing operations and thereby
have a material and adverse effect on its business, financial condition, results of operations
and future prospects.
The Group may not have adequate resources to fund its existing and future property
development.
Property development is capital intensive. The Group finances its property development
projects primarily through internally generated funds, including pre-sale proceeds of its
properties, and external financing, including bank borrowings from banks and other financial
institutions. It may also access the capital markets to raise further financing.
If the Group’s pre-sale activities are significantly limited or otherwise materially and
adversely affected as a result of changes in the relevant PRC laws and regulations, the
occurrence of a global economic downturn, or significant economic slowdown in the PRC
generally or in the cities where the Group has properties, its cash flow position and ability to
fund its existing and future property development may be materially and adversely affected.
As at 31 December 2017, 2018 and 2019, and 30 June 2020, its total outstanding bank
and other borrowings and notes payable under HKFRS were HK$46.8 billion, HK$55.0 billion,
HK$64.2 billion and HK$74.0 billion, respectively. The Group’s ability to procure adequate
financing from banks and other financial institutions depends on a number of factors that are
beyond its control, such as general economic conditions in the PRC, performance and outlook
23
of the property development industry in the PRC, its financial strength and performance,
availability of credit from financial institutions, and regulatory measures instituted by the PRC
government. There can be no assurance that those banks, financial institutions or other lenders
will grant the Group sufficient financings in the future as it expects. If banks or other financial
institutions decline to provide sufficient loans to the Group, and the Group fails to raise
financing through other channels, its business, financial condition and operating results may be
The PRC government has implemented a number of measures to manage money supply
growth and credit availability, especially with respect to the property development sector. For
example:
. The Opinions on Regulating Asset Management Business of Financial Institutions

jointly issued by the PBOC, CBIRC, CSRC and SAFE on 27 April 2018 (which is
applicable to banks, trust companies, asset management companies and other types
of financial institutions) has tightened the regulation in relation to the asset
management business of all kinds of financial institutions;
. The PBOC has adjusted the RMB deposit reserve ratio several times since 2010;
. The PBOC has adjusted the benchmark one-year bank lending rate many times since
2008;
. PRC commercial banks and trust companies are prohibited from granting loans to
real estate developers to pay land premiums;
. The State Council has issued rules requiring that at least (i) 20% of total investment
for affordable housing or ordinary commercial housing development projects is
funded by the developer’s own capital; and (ii) 25% of the total investment for all
other types of property development projects is funded by the developer’s own
capital; and
. The CBRB has issued rules governing the establishment, operation and financing
activities of trust companies in 2007, including the provision of such financing to real
estate developers.
Operation of the trust companies in the PRC are primarily regulated by the CBIRC
pursuant to the ‘‘Rules Governing Trust Companies’’, which came into effect on 1 March 2007.
Trust companies are therefore under the supervision and monitoring of the CBIRC and are
required to comply with all notices and regulations promulgated by the CBIRC.
In addition, pursuant to the Notice on Issuing Administrative Rules No. 4 for Filing of
Private Placement Assets Management Plans by Securities & Futures Business Institutions (the
‘‘Administrative Rules No. 4 for Filing’’), which was issued on 13 February 2017 by the Asset
Management Association of China, any investment in the real estate developers and projects
under the private placement asset management plans newly established by securities/futures
business institutions shall meet the requirements of Administrative Rules No. 4 for Filing; the
existing products shall not add any new investment project that does not meet the
requirements of the Administrative Rules No. 4 for Filing; if a project that an existing product
has invested in comes under the circumstances prohibited under Article 1, 2 or 3 of the
24
Administrative Rules No. 4 for Filing, the relevant investment project may not be renewed upon
expiration. The Administrative Rules No. 4 for Filing applies to investment by the private
placement fund managers that carry out private placement investment fund business in real
estate developers and projects. Where a securities/futures business institution establishes a
private placement assets management plan to invest in the ordinary residential housing
projects in the cities where the real estate price is soaring, such a plan shall not be filed for
record. Private placement assets management plans shall neither finance real estate developers
for paying land acquisition price or replenishing working capital by means of entrusted loan,
trust plan or transfer of right to earnings of the assets (beneficiary right) nor facilitate, directly
or indirectly, any violation of laws and regulations such as issuance of loans for down payment.
The PRC government may further tighten financing policies on PRC financial institutions
(including banks, trust companies and others) for the real estate sector. These real estate-
related financing policies may limit the Group’s ability and flexibility to use bank and other
borrowings to finance its property projects and therefore may require the Group to maintain a
relatively high level of internally sourced cash. There can be no assurance that the Group will
be able to secure adequate financing or renew its existing loans prior to their expiry or that its
business, financial condition and results of operations may not be materially and adversely
affected as a result of these and other governmental actions and policy initiatives.
Other than bank loans, the Group has also obtained trust financings from a number of
trust companies in the PRC. If the PRC government tightens the regulations on these trust
financing arrangements, it may not be able to raise funds through such arrangements and may
need to resort to other financings to fund its property development.
The Group maintains a certain level of indebtedness, and any recurrence of the global
financial crisis and economic downturn or a deterioration of its cash flow position may
materially and adversely affect its ability to service its indebtedness and to continue its
operations.
The Group maintains a certain level of indebtedness to finance its operations. As at 31

December 2017, 2018 and 2019, and 30 June 2020, its total outstanding bank and other
borrowings and notes payable under HKFRS were HK$46.8 billion, HK$55.0 billion, HK$64.2
billion and HK$74.0 billion, respectively. As at 31 December 2017, 2018 and 2019 and 30 June
2020, the Group’s net debt-to-total equity was approximately 83.0 per cent., 84.9 per cent.,
104.0 per cent. and 115.3 per cent., respectively. The Group’s ability to make payments on and
to refinance its indebtedness, including the Notes, and to fund planned capital expenditures
and project development will depend on its future performance and ability to generate cash.
This, to a certain extent, is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond the Group’s control. As at 31 December 2019 and
30 June 2020, the Group has available unutilized bank loan facilities of approximately HK$22.8
billion and HK$26.1 billion respectively.
The cash flow and operating results of the Guarantor’s operating subsidiaries will affect
the Group’s liquidity and its ability to service its indebtedness. For the years ended 31
December 2017 and 2018, the Group had net cash generated from operating activities of
HK$7.4 billion and HK$375 million, respectively. For the year ended 31 December 2019 and the
six months ended 30 June 2020, the Group had net cash used in operating activities of HK$4.7
billion and HK$5.7 billion, respectively. There can be no assurance that the Group will not
25
experience periods of net cash outflows from operating activities in the future or maintain
sufficient cash flow to service the Group’s indebtedness. If the Group is unable to make
scheduled payments in connection with its debts and other fixed payment obligations as they
become due, it may need to refinance such obligations or obtain additional financing. The
Group might not be able to refinance any of its indebtedness on commercially reasonable terms
or at all. If the Group is unable to service its indebtedness or obtain refinancing on terms
acceptable to it, it may be forced to adopt an alternative strategy that may include actions such
as reducing or delaying capital expenditures, selling assets or seeking equity capital. These
strategies may not be instituted on satisfactory terms, if at all.
There can be no assurance that the Group’s refinancing efforts would be successful or
timely or that it could secure additional financing on acceptable terms, or at all. If the Group
fails to maintain sufficient cash flow to service its indebtedness or if its refinancing efforts are
otherwise unsuccessful, its business, financial condition and operating results may be
materially and adversely affected. In addition, the global capital and credit markets have in
recent years experienced periods of extreme volatility and disruption. The global financial crisis
in these years has caused banks and other credit providers to restrict the availability of new
credit facilities and to require more collateral and higher pricing upon the renewal of existing
credit facilities. In addition, an outbreak of COVID-19 is causing a global economic downturn
and volatility in global financial markets. The recurrence of the global financial crisis, prolonged
disruptions to the credit market and economic downturn may cause a further decline in the
PRC economy, limiting the Group’s ability to raise funds from current or other funding sources,
or cause its access to funds to be more expensive, which may materially and adversely affect
its business, financial condition and operating results.
The Group may not always be able to obtain land use rights certificates with respect to
certain parcels of land.
The Group may not always be able to obtain land use rights certificates with respect to
certain parcels of land. The Group is in the process of applying for land use rights certificates
for certain parcels of land. There can be no assurance that the relevant PRC government
authorities will grant the Group the appropriate land use rights or issue the relevant land use
rights certificates in respect of such parcels of land or in respect of other land the Group may
contract to acquire in the future, in a timely manner, or at all. If the Group fails to obtain, or
experiences material delay in obtaining, the land use rights certificates with respect to any
parcels of land the Group has contracted or may contract to acquire in the future, in a timely
manner, or at all, its business, results of operations and financial condition may be materially
and adversely affected.
The total GFA of some of the Group’s developments may exceed the original permitted
GFA and the excess GFA is subject to governmental approval and payment of additional
land premium.
The permitted total GFA for a particular development is set out in various governmental
documents issued at various stages. In many cases, the underlying land grant contract will
specify the permitted total GFA. Total GFA is also set out in the relevant urban planning
approvals and various construction permits. If the constructed total GFA exceeds the permitted
total GFA, or if the completed development contains built-up areas that the authorities believe
do not conform to the approved plans as set out in relevant construction works planning
26
permit, the Group may not be able to obtain the acceptance and compliance form of
construction completion for the development, and as a consequence the Group would not be in
a position to deliver individual units to purchasers or to recognise the related pre-sale proceeds
as revenue. In addition, any excess GFA requires governmental approval and the payment of
additional land premium. The Group may also be subject to liability to purchasers under its
sales and purchase agreements.
There can be no assurance that the constructed total GFA for each of the Group’s existing
projects under development or any future property developments will not exceed permitted
total GFA for that development, or that the authorities will not determine that all built-up areas
conform to the plans approved as set out in the construction permit. Moreover, there can be no
assurance that the Group would have sufficient funding to pay any required additional land
premium or to pay for any corrective action that may be required in a timely manner, or at all.
Any of these circumstances may materially and adversely affect the Group’s reputation,
business, results of operations and financial condition.
The Group’s results of operations fluctuate from period to period, and such fluctuations
make it difficult to predict its future performance, which may vary significantly from
period to period.
As the Group derives its revenue principally from the sale of properties developed by it, its
results of operations may vary significantly from period to period.
The Group’s contracted sales amount derived from pre-sale or sale of properties in any
given period depends on (i) the number of property development projects and the GFA
available for pre-sale or sale as completed properties; and (ii) the underlying demand for such
GFA available for pre-sale. According to the Group’s accounting policies, its recognised
revenue mainly depends on the project completion schedule and its contracted sales amount
mainly depends on the number and amount of projects which have obtained pre-sale permits.
Periods in which the Group delivers properties with a higher aggregate GFA typically generate
higher levels of revenue. However, the Group may not have a smooth distribution of recognised
revenue and contracted sales amount over different periods of the year due to a combination of
factors, which include the overall delivery schedules of the Group’s projects, the market
demand for its properties of prospective customers, the timing of the sale of properties that the
Group has developed and any fluctuation in costs such as land costs and construction costs.
Consequently, the Group’s results of operations for any given period may not be indicative
of the actual demand for its properties or the pre-sale or sales achieved during such period.
The Group’s revenue and profit during any given period generally reflect property purchase
decisions made by purchasers at some time in the past. As a result, the Group’s results of
operations are not necessarily indicative of results that may be expected for any future period.
The Group may not have adequate insurance to cover its potential losses and claims.
The Group does not maintain insurance against all risks associated with its industry, either
because it has deemed it commercially unfeasible to do so, or because the Group’s insurers
have carved certain risks out of their standard policies. There can be no assurance that the
27
Group will not be sued or held liable for damages due to tortious acts. In addition, there are
certain losses for which insurance is not available on commercially reasonable terms, such as
losses suffered due to earthquake, war, civil unrest and certain other events of force majeure.
There can be no assurance that the Group’s commercial properties, upon completion, will
be comprehensively insured. If the Group suffers any losses, damage or liabilities in the course
of its operations arising from events for which the Group does not have insurance cover, it may
not have sufficient funds to cover such losses, damage or liabilities or to replace any property
development that has been destroyed. The occurrence of any of the above events and the
resulting payment the Group may make to cover any losses, damage or liabilities may have a
material and adverse effect on its business, financial condition and results of operations.
The Group may not be able to complete its projects according to schedule or on budget.
A property development project requires substantial capital expenditures prior to and

during the construction period, and it may take over a year before a development generates
positive cash flow through pre-sale or sales. The progress of, and costs for, a development
project can be adversely affected by many factors, including:
. changes in market conditions, an economic downturn or a decline in consumer

confidence;
. delays in obtaining necessary licenses, permits or approvals from government

agencies or authorities;
. relocation of existing residents and demolition of existing structures;
. increases in the market prices of raw materials if the Group cannot pass on the
increased costs to customers;
. shortages of materials, equipment, contractors and skilled labour;
. latent soil or subsurface conditions and latent environmental damage requiring

remediation;
. unforeseen engineering, design, environmental or geographic problems;
. labour disputes;
. construction accidents;
. natural disasters;
. adverse weather conditions;
. changes in government practices and policies, including reclamation of land for

public works or facilities; and
. other unforeseen problems or circumstances.
28
The Group’s property projects are at risk from earthquakes, floods and other natural
disasters in the regions where it operates. Damage to any of the Group’s properties or impact
on the markets, whether by natural disasters or otherwise, may either delay or preclude its
ability to develop and sell the Group’s properties or adversely affect its budget for the projects.
Please also refer to ‘‘— Risks relating to the PRC — The national and regional economies in the
PRC and the Group’s prospects may be adversely affected by natural disasters, acts of God,
and the occurrence of epidemics’’ below. The Group may also experience additional or
significant delays in completion or delivery of its projects or it may be subject to liability for any
such delays. Construction delays or failure to complete construction of a project according to
its planned specifications, schedule or budget may materially and adversely affect the Group’s
reputation, business, results of operations and financial condition.
The Group may be affected by the performance of external contractors.
The Group engages external contractors to carry out various work, including, construction,
equipment installation, internal decoration, landscaping, pipeline engineering and lift
installation. It selects external contractors mainly through a tender process. There can be no
assurance that any such external contractor will provide satisfactory services at the required
quality level. If the performance of any external contractor is unsatisfactory, the Group may
need to replace the external contractor or take other actions to remedy the situation, which
may materially and adversely affect the cost and construction progress of its projects.
Furthermore, the Group’s external contractors may undertake projects from other developers,
engage in risky undertakings or otherwise encounter financial or other difficulties, which may
cause delay in the completion of the Group’s property projects or increase its project
development costs. The occurrence of any of the above events may have a material and
adverse effect on the Group’s business, financial condition and results of operations.
The Group is subject to legal and business risks and its business may be adversely
affected if it fails to obtain or maintain the required qualification certificates.
A PRC property developer must hold a valid qualification certificate to develop property. In
addition, at various stages of project development, the PRC property developer must also
obtain various licenses, certificates, permits, and approvals from the relevant PRC
administrative authorities, including but not limited to the filling of project initiation,
environmental impact assessments approval, land use rights certificates, construction land
planning permits, construction project planning permits, construction permits, pre-sale permits,
environmental protection acceptance and certificates or confirmation of completion.
According to the Provisions on Administration of Qualifications of Real Estate Developers

issued by the Ministry of Construction of the PRC, a newly established property developer
must first apply for a provisional qualification certificate with a one-year validity, which can be
renewed annually for not more than two consecutive years. If, however, the newly established
property developer does not have any property development project within the one-year period
following the provisional qualification certificate, it will not be allowed to renew the term of its
provisional qualification certificate. Developers with longer operating histories must submit their
qualification certificates to relevant construction administration authorities for review annually.
Government regulations require developers to fulfil all statutory requirements before they may
obtain or renew their qualification certificates.
29
The Group conducts its property developments through project companies. These project
companies must hold valid qualification certificates to be able to conduct their businesses.
Some of the Group’s project companies are in the process of obtaining or renewing their
qualification certificates. Although project companies whose qualification certificates have
lapsed are in the process of obtaining new qualification certificates, there can be no assurance
that the Group’s project companies will be able to obtain or renew the necessary qualification
certificates in a timely manner, or at all. If any of the Group’s project companies do not obtain
or renew the necessary qualification certificate in a timely manner, or at all, the Group’s
prospects, and its business, results of operations and financial condition may be materially and
adversely affected.
Pursuant to the Measures for the Administration of Qualifications of Property Service

Enterprises issued by the Ministry of Construction of the PRC, entities engaged in property
management are required to obtain qualification certificates before they commence their
business operations. The Guarantor’s wholly-owned property management subsidiaries are
primarily engaged to manage the residential and commercial properties they developed. If any
property management companies are unable to meet the relevant requirements and therefore
unable to obtain or maintain the qualification certificates, their business and financial condition
could be materially and adversely affected.
The Group may be materially and adversely affected if it fails to obtain, or if there are
material delays in obtaining, requisite governmental approvals for its property business.
The real estate industry in the PRC is heavily regulated by the PRC government. In order
to undertake and complete a property development or to commence property leasing, a
property developer or owner must obtain various permits, licences, certificates and other
approvals from the relevant governmental and administrative authorities at various stages of
the property development process, including, but not limited to, land use rights certificates,
construction land planning permits, construction work planning permits and construction work
commencement permits, pre-sale permits, permits to carry out property management services,
various qualification certificates and certificates of completion. Each approval is dependent on
the satisfaction of certain conditions.
There can be no assurance that the Group will not encounter problems in obtaining such
governmental approvals or in fulfilling the conditions required for obtaining the approvals, or
that it will be able to comply with new laws, regulations or policies that may come into effect
from time to time with respect to the real estate industry in general or the particular processes
with respect to the granting of approvals. If the Group fails to obtain the relevant approvals or
to fulfil the conditions of the approvals for its property development, those developments may
not proceed on schedule. As a result, its business, financial condition and results of operations
The PRC government may impose fines or other penalties on the Group if it fails to
comply with the terms of the land grant contracts.
Under PRC laws and regulations, if a developer fails to comply with the terms of the
relevant land grant contract, including those relating to the payment of land premium, scope of
usage of the land and the time for commencement and completion of the property
development, the PRC government may issue a warning or impose fines or other penalties on
30
the developer. Specifically, under current PRC laws and regulations, if a developer fails to pay
any outstanding land premium by the stipulated deadline, the developer may be subject to a
late payment fine calculated on a daily basis or other penalties.
If a developer fails to commence development for more than one year from the
commencement date stipulated in the land grant contract, MLR or its local branches may
launch an investigation within 30 days in respect of idle land. Upon the investigation, if MLR or
its local branches prove the land to be idle land, they will issue the Letter of Identification of
Idle Land. If a developer fails to commence development for more than one year but less than
two years, the developer will be imposed a land idle fee on the land of 20 per cent. of the land
premium specified in the contract. And if a developer fails to commence development for more
than two years, the land will be subject to reclamation without compensation by the PRC
government unless the delay in development is caused by governmental actions or force
majeure. In addition, notwithstanding that the commencement of the development is in line with
the relevant land grant contract, if the developed GFA on the land is less than one-third of the
total GFA of the project or if the total capital expenditure is less than one-fourth of the total
investment of the project, and the development of the land has been suspended for over one
year without governmental approval, the land will be treated as idle land.
Because from time to time the Group is unable to commence development within the term
of the land grant, there can be no assurance that circumstances leading to reclamation or
significant delays in development schedules will not arise in the future. If any of the Group’s
land is subject to reclamation, the Group will not only lose the opportunity to develop property
projects on the land, but may also lose all its past investment in the land, including land
premium paid and development costs incurred.
The Group’s results of operations include the change in fair value of its investment
properties which may fluctuate significantly over financial periods and may materially and
adversely affect its business, financial condition and results of operations.
For the years ended 31 December 2017 and 2018, the fair value gains of the Group’s
investment properties were HK$66.3 million and HK$278.9 million, respectively. For the year
ended 31 December 2019 and the six months ended 30 June 2020, the fair value losses of the
Group’s investment properties were HK$7.9 million and HK$142.8 million, respectively. The
change in fair value in relation to the Group’s investment properties may fluctuate in the future.
The Group’s business, financial condition and results of operations may be materially and
adversely affected by any significant changes in the fair value of its investment properties
completed or under development or any transfer of properties held for sale or under
development to investment properties.
The Group is subject to certain restrictive covenants and risks normally associated with
debt and trust financing which may limit or otherwise materially and adversely affect its
business, financial condition and results of operations.
The Group is subject to certain restrictive covenants in its loan and financing agreements
with certain banks and financial institutions. Its loan agreements may contain cross default
clauses. If any cross default occurs, these banks are entitled to accelerate payment of all or
any part of the indebtedness owing under all the loan agreements and to enforce all or any of
the security for such indebtedness. Certain loan agreements also contain covenants where the
31
Guarantor or its relevant PRC operating subsidiaries may not enter into merger, joint venture, or
restructuring, decrease its registered share capital, transfer material assets, liquidate, change
its shareholding, or distribute dividends without the relevant lenders’ prior written consent or
unless the Group fully settles the outstanding amounts under the relevant loan agreements. In
addition, the Group’s trust financing agreements generally contain certain covenants, among
others, under which the Guarantor or its relevant PRC subsidiaries undertake not to repay
shareholders’ loans, misuse proceeds, provide guarantees, distribute dividends, enter into
merger, joint venture, or acquisition, transfer material assets or change its registered share
capital without notifying the relevant trust company, obtaining the prior consent of the relevant
trust company, or fully repaying the outstanding amount under the relevant trust financing
agreement. Such restrictive covenants could materially and adversely limit the Group’s ability to
grow, make investments or acquisitions that could be beneficial to the Group’s businesses, pay
dividends, service its debts or otherwise fund and conduct its business.
Property owners may not engage the Group or may terminate it as the provider of
property management services which may materially and adversely affect its business,
financial condition and results of operations.
Through its property management companies, the Group provides property management
services to the owners of the residential and commercial properties that it has developed. The
Guarantor believes that property management is an important part of the Group’s business and
critical to the successful marketing and promotion of its property development. Under PRC
laws and regulations, the home owners of a residential property that the Group developed do
not necessarily have to engage it as the provider of property management services.
Furthermore, the home owners of a residential community of a certain scale have the right to
change the property management service provider upon the consent of a certain percentage of
home owners. If home owners choose not to engage or to terminate the Group’s property
management services, the Group’s reputation, business, financial condition and results of
operations may be materially and adversely affected.
Deterioration in the Group’s brand image may materially and adversely affect the Group’s
The Group relies to a significant extent on its brand name and image to attract potential
customers to its properties. Any negative incident or negative publicity concerning the Group or
its properties may materially and adversely affect its reputation and business prospects. Brand
value is based largely on consumer perceptions with a variety of subjective qualities and can
be damaged even by isolated business incidents that degrade consumer trust. Consumer
demand for the Group’s properties and its brand value could diminish significantly if it fails to
preserve the quality of its properties or fails to deliver a consistently positive consumer
experience in the Group’s properties, or if the Guarantor or its PRC subsidiaries are perceived
to act in an unethical or socially irresponsible manner. Any negative publicity and the resulting
decrease in brand value, or failure to establish the Group’s brand may have a material and
adverse effect on its business, financial condition and results of operations.
32
The Group’s profitability may be affected by interim and annual revaluations of its
investment properties as required by HKFRS.
The Group is required to reassess the fair value of its investment properties upon
completion and at every balance sheet date for which it issues financial statements thereafter.
Its valuations will be based on market prices or alternative valuation methods, such as through
discounted cash flow analysis based on estimated future cash flows. In accordance with
HKFRS, the Group must recognise changes to the fair value of the Group’s property as a gain
or loss (as applicable) in its income statements. Fair value gains or losses do not, however,
change the Group’s cash position as long as the relevant investment properties are held by it,
and accordingly does not increase or decrease the Group’s liquidity in spite of the increased or
decreased profitability attributable to any fair value gains or losses. The amount of revaluation
adjustments have been, and may continue to be, significantly affected by the prevailing
property market conditions and may be subject to market fluctuations. Macroeconomic factors,
including economic growth rate, interest rate, inflation rate, urbanisation rate and disposable
income level, in addition to any government regulations, can substantially affect the fair value
of the Group’s investment properties and affect the supply and demand in the PRC property
market. All these factors are beyond the Group’s control.
Certain of the Guarantor’s PRC subsidiaries may not have contributed the required
housing provident funds and social security insurance.
Under applicable PRC laws and regulations, PRC subsidiaries of the Guarantor are
required to register with the relevant authorities in respect of housing provident fund and social
security insurance and to contribute housing provident funds and social security insurance for
their employees.
Certain of the Guarantor’s PRC subsidiaries might not have registered with the relevant
authorities on a timely basis and might not have contributed the required housing provident
funds and social security insurance for their employees. According to the Regulations on
Management of Housing Provident Fund, such PRC subsidiaries may be required to pay for the
unpaid housing provident fund contributions within a prescribed period of time, and such PRC
subsidiaries may be subject to a fine in the amount of between RMB10,000 and RMB50,000 for
not registering with the relevant authorities on a timely basis. For social security insurance,
according to the relevant PRC laws and regulations, if the Guarantor’s PRC subsidiaries fails to
register the social insurance within a prescribed period of time, a fine of one to three times the
amount of the social insurance premiums may be imposed. And if the Guarantor’s PRC
subsidiaries are ordered to pay the social security insurance but fails to do so as required by
the local social security authorities, a fine calculated at a rate of 0.05 per cent. per day on the
delinquent payments from the due date may be imposed on such PRC subsidiaries.
The Group’s success depends on the continued services of its executive directors and
members of its senior management.
The Group’s success in implementing proposed plans and maintaining growth in its
profitability largely depends on the continued services provided by its executive directors and
members of its senior management. It is dependent on its executive directors and members of
its senior management. In addition, along with its steady growth and expansion into other cities
in the PRC, the Group will need to employ, train and retain employees on a much larger
33
geographical scale. The ability to attract skilled employees is dependent on the resources
available in each geographic area. Furthermore, labour supply will be impacted by the
economic condition of each geographic area, and there can be no assurance that the Group’s
labour costs will not increase as a result of a shortage in the supply of skilled personnel. If any
member of the Group’s core management team leaves and a suitable substitute cannot be
found, or if the Group cannot attract and retain the management personnel necessary to
maintain efficient operations, its business, financial condition and results of operations may be
The Company may take actions that conflict with the best interests of the Group.
As at 30 June 2020, the Company is deemed under the SFO to hold 47.32 per cent. of the
Guarantor. Accordingly, by virtue of its controlling ownership of the Guarantor’s share capital
as well as its position on the Guarantor’s board of directors, the Company is able to exercise
significant control or exert significant influence over the Group’s business or otherwise on
matters of significance to the Group by voting at the general meetings of shareholders or at
board meetings, including:
. election of directors;
. selection of senior management;
. amount and timing of dividend payments and other distributions;
. acquisition of or merger with another entity;
. overall strategic and investment decisions;
. issuance of securities and adjustment to the Guarantor’s capital structure; and
. amendments to the Guarantor’s memorandum and articles of association.
The interests of the Company may differ from the interests of the Group and the Company
is free to exercise its votes according to its interests. Also, the Company Group have
substantial business interests in land and property projects and business in the real estate
industry that may directly or indirectly compete with the Group’s business. Under such
circumstances, to the extent the interests of the Company Group conflict with the interests of
the Group, the Group’s business and results of operations may be materially and adversely
affected.
The Group’s acquisition of companies holding land use rights may be unsuccessful and its
acquisition agreements may not provide the Group with sufficient protection against
potential liability.
The Group intends to continue to acquire the controlling equity interests in companies
holding land use rights as a means of expanding its business and land bank. However, the
Group may face strong competition during the acquisition process and it may not be successful
in selecting or valuing target companies or their land appropriately. As a result, the Group may
be unable to complete such acquisitions at reasonable cost, or at all. In addition, the Group
may have to allocate additional capital and human resources to integrate the acquired business
34
into its operations. Also, there can be no assurance that the integration of any acquired
company will be successfully completed within a reasonable period of time, or at all, or that it
will generate the economic benefit that the Group expected.
The Group may be involved in disputes arising out of its operations from time to time and
may face significant liabilities as a result.
The Group may be involved in disputes with various parties involved in the development
and the sale of its properties, including contractors, suppliers, construction workers, tenants,
residents of surrounding areas, business partners and purchasers. These disputes may lead to
protests and legal or other proceedings and may result in damage to the Group’s reputation,
substantial costs and diversion of resources and management’s attention.
Also, as some of the Group’s projects comprise multiple phases, purchasers of its
properties in earlier phases may commence legal action against the Group if the Group’s
subsequent planning and development of the projects are perceived to be inconsistent with its
representations and warranties made to such earlier purchasers. In addition, the Group may
have disagreements with regulatory bodies in the course of its operations, which may subject
the Group to administrative proceedings and unfavourable decrees that may result in liabilities
and cause delays to its property development. The Group may also be involved in disputes or
legal proceedings in relation to delays in the completion and delivery of its projects. The
occurrence of any of the above events may have a material and adverse effect on the Group’s
Any disputes with the Group’s joint venture or project development partners may
materially and adversely affect the Group’s business, financial condition and results of
operations.
The Group carries out and plans to carry out some of its business through joint ventures
or in collaboration with third parties. Such joint venture arrangements or collaboration involve a
number of risks, including, but not limited to:
. disputes with its partners in connection with the performance of their obligations
under the relevant project, joint venture or cooperative property development
arrangements;
. disputes as to the scope of each party’s responsibilities under these arrangements;
. financial difficulties encountered by a partner affecting its ability to perform its

obligations under the relevant project, joint venture or cooperative property
development agreements with the Group; and
. conflicts between the policies or objectives adopted by its business partners and
those adopted by it.
The occurrence of any of the foregoing and other related factors could materially and
adversely affect the Group’s business, financial condition and results of operations.
35
The hotel industry is cyclical, and the Group’s hotel properties may not be able to
replicate the Group’s success in residential and commercial property development.
The Group owns hotel properties as investment properties. The results of operations of
the Group’s hotel properties will depend, to a large extent, on the performance of the economy
and the real estate market conditions in the PRC. Historically, the hotel industry has been
cyclical and affected by, among other factors, the supply of, and demand for, comparable
properties, the rate of economic growth, interest rates, inflation, and political and economic
developments. There can be no assurance that the PRC economy will not slow down or that
hotel property values and rates will not decline or that interest rates in the PRC will not rise in
the future. There can also be no assurance that there will be sufficient demand for the Group’s
hotel properties. A general decline in the economy, or in hotel property values and rates, may
have a material and adverse effect on the Group’s business, financial condition and results of
operations. If the Group fails in its hotel properties, it may have a material and adverse effect
on its brand, business, financial condition and results of operations.
Potential liability for environmental problems could result in substantial cost.
The Group is subject to a variety of laws and regulations concerning the protection of
health and the environment. The particular environmental laws and regulations which apply to
any given project development site vary greatly according to the site’s location, the site’s
environmental condition, the present and former uses of the site, as well as the nature of the
adjoining properties. Environmental laws and conditions may cause the Group to incur
substantial compliance and other costs and can prohibit, delay, or severely restrict project
development activity in environmentally-sensitive regions or areas.
As required by PRC laws and regulations, each project that the Group develops is
required to undergo environmental assessments and an environmental impact assessment
document is required to be submitted to the relevant government authorities for approval
before commencement of construction. The local authorities may request the Group to submit
the environmental impact assessment document, issue orders to suspend construction if the
Group fails to submit the environmental impact assessment document within the given time
period and starts construction without authorisation, and impose a fine of not less than 1.0 per
cent. but not more than 5.0 per cent. of the total investment of the construction project with an
order to restore the project to the original state for which approval of the environmental impact
assessment document has not been granted prior to the commencement of construction. The
Group might not have submitted the environmental impact assessment documents although it
has obtained the relevant government approvals to commence the development of these
projects. However, there can be no assurance that the local authorities will not impose a
penalty upon the Group with respect to these projects due to the lack of such environmental
impact documents or that an environmental investigation with respect to these projects in the
future would not reveal material environmental liabilities.
In addition, PRC law requires environmental facilities to be included in a property

development to pass the inspection by the environmental authorities in order to obtain
completion approval before commencing operations. Some of the Group’s residential and hotel
property projects may have environmental facilities that are subject to this requirement and
need to undergo inspections. If the Group fails to comply with such requirement, the local
environmental authorities (at or above the county level) may order the Group to effect
36
rectification within a specified time limit and impose a fine of more than RMB200,000 but less
than RMB1 million against it; if the Group fails to effect rectification within the time limit, a fine
of more than RMB1 million but less than RMB2 million shall be imposed; if material
environmental pollution or ecological damage is caused, the Group will be ordered to stop
production or use of the construction project, or be ordered to close down if ordered by the
people’s government with approval authority. Moreover, if the Group fails to disclose the report
on acceptance check of the environmental protection facilities to the public in accordance with
the law, the local environmental authorities (at or above the county level) shall order it to
disclose the report, impose a fine of more than RMB50,000 but less than RMB200,000, and
make an announcement, which may disrupt its operations and adversely affect its business.
There can be no assurance that the Group can obtain such approvals in a timely manner,
or at all. In the event that such completion approvals cannot be obtained or if fines are
imposed on the Guarantor or other members of the Group, the Group’s business, results of
operations and financial condition may be materially and adversely affected.
The Guarantor’s investments in the PRC are subject to the PRC government’s control
over foreign investment in the property sector.
The PRC government has in the past imposed restrictions on foreign investment in the
property sector to curtail the overheating of the property sector by, among other things,
increasing the capital and other requirements for establishing foreign-invested real estate
enterprises, tightening foreign exchange control and imposing restrictions on purchases of
properties in the PRC by foreign persons. For further details see the section headed ‘‘PRC
Regulations — Legal Supervision Relating To The Property Development Sector In The PRC —
Foreign-Invested Property Enterprises’’. Restrictions imposed by the PRC government on
foreign investment in the property sector may affect the Guarantor’s ability to make further
investments in its PRC subsidiaries and as a result may limit the Group’s business growth and
have an adverse effect on the Group’s business, financial condition and results of operations.
The Group may be subject to fines due to non-registration of its leases.
Pursuant to the Administration Measures for Commodity House Leasing promulgated on 1

December 2010, both lessors and lessees are required to file the lease agreements for
registration and obtain property leasing filing certificates for their leases. The Group may be
required by relevant government authorities to file the lease agreements for registration and
may be subject to a fine for non-registration, which may range from RMB1,000 to RMB10,000.
The registration of these lease agreements, under which the Group is the lessor, requires
additional steps to be taken by the respective lessees which are beyond the Group’s control.
There can be no assurance that the Group’s lessees will be cooperative and that the Group can
complete the registration of these lease agreements and any other lease agreements that the
Guarantor may enter into in the future.
37
The Group may be exposed to intellectual property infringement, misappropriation or
other claims by third parties and deterioration in its brand image could adversely affect
the Group’s business.
The Guarantor believes that the Group has built an excellent reputation in the PRC for the
quality of its various product series. The Group has also placed great importance on the
continuous enhancement of its brand name and the increase in its brand recognition. The
Group’s brand strategy, however, depends on its ability to use, develop and protect its
intellectual properties, such as its trademarks. The Group needs to apply for trademark
registration for its names and logos but it has not successfully registered all of these
trademarks in the PRC or elsewhere. As a result, the Group could be subject to trademark
disputes. The defence and prosecution of intellectual property lawsuits and related legal and
administrative proceedings can be both costly and time-consuming and may significantly divert
the Group’s resources and the time and attention of its management personnel. An adverse
ruling in any such litigation or proceedings could subject the Group to significant liabilities to
third parties, require the Group to seek licenses from third parties, to pay ongoing royalties, or
subject the Group to injunctions prohibiting the use of its name and logo.
The global financial markets, including the financial markets in China, have experienced
significant slowdown and volatility during the past few years and any continued
deterioration may adversely affect the Group’s business and results of operations.
The economic slowdown and turmoil in global financial markets result in general tightening
of credit, increased level of commercial and consumer delinquencies, lack of consumer
confidence and increased market volatility. More recently, global market and economic
conditions are subject to heightened volatility and uncertainties, resulting from, among others,
the trade war between the United States and China. In Asia and other emerging markets, some
countries are expecting increasing inflationary pressure as a consequence of liberal monetary
policy or excessive foreign fund inflow, or both. In the Middle East, Eastern Europe and Africa,
political unrest in various countries has resulted in economic instability and uncertainty. To
control inflation in the past, the PRC government has imposed control on bank credits, limits
on loans for fixed assets and restrictions on state bank lending. Such stringent measures can
lead to a slowdown in the economic growth. The PRC economy grew at a slower pace in 2017,
2018 and 2019 at a slower pace than in previous years, with a yearly real GDP growth rate of
6.9%, 6.6% and 6.1%, respectively.
Recently, there have been growing concerns about the volatility of the Chinese economy
and the adjustments of Chinese fiscal policies. The Chinese government has taken monetary
and regulatory measures to stabilize the market, including measures affecting market liquidity,
new equity offering pipelines and trading activities of certain market participants. These and
other issues resulting from the global economic slowdown and financial market turmoil have
adversely impacted, and may continue to adversely impact, home owners and potential
property purchasers, which may lead to a decline in the general demand for our properties and
erosion of their selling prices. Any further tightening of liquidity in the global financial markets
may in the future negatively affect our liquidity. If the global economic and financial market
slowdown and volatility continue or become more severe than currently anticipated, or if the
PRC economy and financial market continue to slow down, our business, financial condition,
results of operations and prospects could be materially and adversely affected.
38
These and other issues resulting from the global economic slowdown and financial market
turmoil have adversely impacted, and may continue to adversely impact, home owners and
potential property purchasers, which may lead to a decline in the general demand for the
Group’s properties and erosion of its selling prices. Any further tightening of liquidity in the
global financial markets may in the future negatively affect the Group’s liquidity. If the global
economic slowdown and financial crisis continue or become more severe than currently
anticipated, or if the PRC economy continues to slow down, the Group’s business, results of
operations, financial condition and prospects could be materially and adversely affected.
The accounting standards of the Group differ from their previous accounting standards,
which may make historical financial information difficult to compare.
As of 1 January 2019, the Group has also adopted the new accounting standard of
HKFRS 16, which is effective for the Guarantor’s annual periods beginning on or after 1 January
2019. See note 2 of the Guarantor Audited Financial Statements and note 2(c) ‘‘Changes in
Accounting Policies’’ on pages F-28 to F-38 of this Offering Circular for a further discussion of
the application of HKFRS 16. HKFRS 16 introduces a single lessee accounting model. Lessor
accounting remains similar to the current standard, i.e. lessors continue to classify leases as
finance or operating leases. HKFRS 16 supersedes HKAS 17 Leases and related interpretations
and requires a lessee to reorganise assets and liabilities for all leases with a term of more than
12 months, unless the underlying asset is of low value.
HKFRS 16 affects the accounting for the Group’s operating leases. Prior to the adoption
of HKFRS 16, leases where substantially all the rewards and risks of ownership of assets
remained with the lessor were accounted for as operating leases. Operating lease rentals were
recognised under operating expenses in the consolidated statement of profit or loss on a
straight-line basis over the lease term. Commitments under operating leases for future periods
were not recognised as liabilities.
terms of less than 12 months) are recognised in the consolidated statement of financial
position as right-of-use assets and lease liabilities.
taking into account the effects of discounting as at 1 January 2019. See note 2(c) ‘‘Changes in
Accounting Policies’’ on pages F-28 to F-38 of this Offering Circular for details.
As a result, financial information for the accounting periods beginning on or after 1

January 2019 may not be directly comparable with their historical comparative periods.
39
Risks relating to the Group’s industry
The Group’s operations are subject to extensive governmental regulations, and in

particular, are susceptible to changes in policies related to the real estate industry in the
PRC and the PRC government may adopt further measures to slow down growth in the
real estate sector.
The Group’s business is subject to extensive governmental regulations. As with other PRC
property developers, the Group must comply with various requirements mandated by the
relevant PRC laws and regulations, including the policies and procedures established by local
authorities designed for the implementation of such laws and regulations.
In addition, in response to concerns over the scale of the increase in property investment
and the overheating of the real estate sector in the PRC over the past few years, the PRC
government has introduced a number of policies to control the growth and curtail the
overheating of, and to control foreign investment in, the PRC property sector. Along with the
economic growth in the PRC, investments in the property sectors have increased significantly
in the past few years. In response to concerns over the increase in property investments, the
PRC government introduced various policies and measures, which are subject to amendments
and adjustments from time to time, to curtail property developments, including:
. requiring real estate developers to finance, with their internal resources, at least 35
per cent. of the total investment (excluding affordable housing projects);
. limiting the monthly mortgage payment to 50 per cent. of an individual borrower’s

monthly income and limiting all monthly debt service payments of an individual
borrower to 55 per cent. of his or her monthly income;
. suspending land supply for villa construction and restricting land supply for high-end
residential property construction;
. requiring that at least 70 per cent. of the land supply approved by any local
government for residential property development during any given year must be used
for developing low- to medium-cost and small- to medium-size units for sale or as
low-cost rental properties;
. requiring that at least 70 per cent. of the total development and construction area of
residential projects approved or constructed on or after June 1 2006 in any
administrative jurisdiction must consist of units with a unit floor area of less than 90
sq.m. and that projects which have received project approvals prior to this date but
have not obtained construction permits must adjust their planning in order to comply
with this new requirement, with the exception that municipalities under direct
administration of the PRC central government and provincial capitals and certain
cities may deviate from such ratio under special circumstances upon approval from
MOHURD;
. increasing the minimum amount of down payment from 20 per cent. to 30 per cent.
of the purchase price of the underlying property if the underlying property has a unit
floor area of 90 sq.m. or more;
40
. requiring any first-time home owner to pay the minimum amount of down-payment of
25 per cent. of the purchase price of the underlying property;
. requiring any second-time home buyer to pay an increased minimum amount of down
payment of 30 per cent. of the purchase price of the underlying property and an
increased minimum mortgage loan interest rate of no less than 110 per cent. of the
relevant PBOC benchmark one-year bank lending interest rate;
. for a commercial property buyer, (i) requiring banks not to finance any purchase of
pre-sold properties, (ii) increasing the minimum amount of down-payment to 50 per
cent. of the purchase price of the underlying property, (iii) increasing the minimum
mortgage loan interest rate to 110 per cent. of the relevant PBOC benchmark one-
year bank lending interest rate, and (iv) limiting the terms of such bank borrowings to
no more than 10 years, with commercial banks allowed flexibility based on their risk
assessment;
. for a buyer of commercial/residential dual-purpose properties, increasing the

minimum amount of down-payment to 45 per cent. of the purchase price of the
underlying property, with the other terms similar to those for commercial properties;
. limiting the grant or extension of revolving credit facilities to property developers that
hold a large amount of idle land and vacant commodity properties;
. imposing more restrictions on the types of property developments that foreign

investments may engage in;
. imposing or increasing taxes on short-term gains from second-hand property sales;
. restricting foreign investment in the property sector by, among other things,
increasing registered capital and other requirements for establishing FIREEs,
tightening foreign exchange;
. requiring commercial banks to suspend mortgage loans to customers for purchase of

a third or further residential property, or to non-residents who cannot provide proof
of local tax or social security insurance payments for more than a one-year period;
. adjusting the benchmark one-year lending rate published by PBOC. On 20 August

2019, the rate was 4.25%. On 21 October 2019, the rate was 4.20%. On 2 December
2019, the rate was 4.15%;
. adjusting the PBOC Renminbi deposit reserve requirement ratio for all PRC deposit
taking financial institutions seven times from early 2018 to the end of 2019. The
current PBOC Renminbi deposit reserve requirement ratio is 13.00 per cent. for usual
large-sized financial institutions and 11.00 per cent. for usual small- and medium-
sized financial institutions and has been effective since 16 September 2019; and
. strengthening the implementation of individual income tax of 20 per cent. on the

transfer of self-owned residential properties.
41
The PRC government’s restrictive measures could limit the Group’s access to capital
resources, reduce market demand and increase the Group’s operating costs. The PRC
government may adopt additional and more stringent measures in the future, which may further
slow down the development of the construction and property development industries and
materially and adversely affect the Group’s business, financial condition and results of
operations. In particular, any additional or more stringent measures imposed by the PRC
government in the future to curb high-quality property projects may materially and adversely
affect its business, financial condition and results of operations.
The property industry in the PRC is still at a relatively early stage of development, and
there is a significant degree of uncertainty in the market as a whole.
Private ownership of property in the PRC is still at a relatively early stage of development.
Demand for private residential property has been increasing rapidly in recent years. However,
increased demand has often been coupled with volatile market conditions and fluctuations in
prices. Numerous factors may affect the development of the market and accordingly, it is very
difficult to predict when and how much demand will develop. Limited availability of accurate
financial and market information and the general low level of transparency in the PRC
contribute to overall uncertainty. Investors may be discouraged from acquiring new properties
due to the lack of a liquid secondary market for residential properties. In addition, the limited
amounts and types of mortgage financing available to individuals, together with the lack of
long-term security of legal title and enforceability of property rights, may also inhibit demand
for residential property. Finally, the risk of over-supply is increasing in parts of the PRC where
property investment, trading and speculation have become more active. If, as a result of any
one or more of these or similar factors, demand for residential property or market prices decline
significantly, the Group’s business, results of operations and financial condition may be
Increasing competition in the PRC, particularly in the Yangtze River Delta Region, the
Pearl River Delta Region and the Southwestern region, may adversely affect the Group’s
In recent years, a large number of property developers have undertaken property

development and investment projects, particularly in the Yangtze River Delta Region, the Pearl
River Delta Region and the Southwestern region. The intensity of the competition among
property developers in the Yangtze River Delta Region, the Pearl River Delta Region and the
Southwestern region and other parts in the PRC for land, financing, raw materials and skilled
management and labour resources may result in increased cost for land acquisition and
construction, a decrease in property prices and delays in the government approval process. An
oversupply of properties available for sale could also depress the prices of the properties the
Group sells and may adversely affect the Group’s business, financial condition and results of
operations.
In addition, the property markets in the Yangtze River Delta Region, the Pearl River Delta
Region and the Southwestern region and elsewhere in the PRC are rapidly changing.
Macroeconomic measures have recently been adopted by the PRC government in an attempt
to slow the rapid growth of the PRC’s economy and deter investment in fixed assets, including
real estate assets. If the Group cannot respond to changes in market conditions in the Yangtze
42
River Delta Region, the Pearl River Delta Region and the Southwestern region or elsewhere or
react to changes in customer preferences more swiftly or more effectively than its competitors,
the Group’s business, results of operations and financial condition could be adversely affected.
Changes in PRC laws and regulations with respect to pre-sale may materially and
adversely affect the Group’s business performance.
The Group depends on cash flows from the pre-sale of properties as an important source
of funding for its property development. Under current PRC laws and regulations, property
developers must fulfil certain conditions before they can commence pre-sale of the relevant
properties and may only use pre-sale proceeds to finance their development. However, there
can be no assurance that the PRC government will not implement further restrictions on
property pre-sale, such as imposing additional conditions for obtaining pre-sale permits or
imposing further restrictions on the use of pre-sale proceeds. The adoption of any such
measures may materially and adversely affect the Group’s cash flow position and force it to
seek alternative sources of funding to finance its project development.
In addition, the Group makes certain undertakings in its sale and purchase agreements
including delivering completed properties and property ownership certificates to the customers
within the period stipulated in the sale and purchase agreements. These sale and purchase
agreements and the relevant PRC laws and regulations provide for remedies for breach of such
undertakings. For example, if the Group pre-sells a property project and fails to complete that
property project, it will be liable to the purchasers for its losses. Should the Group fail to
complete a pre-sale property project on time, its purchasers may seek compensation for late
delivery pursuant to either their contracts with the Group or relevant PRC laws and regulations.
If the Group’s delay extends beyond a specified period, its purchasers may terminate the sale
and purchase agreements and claim compensation. There can be no assurance that the Group
will not experience significant delays in the completion and delivery of its projects which may
have a material and adverse effect on its business, financial condition and results of
operations.
According to the relevant PRC laws and regulations, property developers are typically
required to assist purchasers in the registration and application for the relevant individual
property ownership certificates within 90 days after delivery of the property or within a time
frame set out in the relevant sale and purchase agreements. Property developers, including the
Group, generally elect to specify the deadline for the delivery of the individual property
ownership certificates in the sale and purchase agreements to allow sufficient time for the
application and approval process. Under current regulations, the Group is required to submit
requisite governmental approvals in connection with its property development, including land
use rights documents, construction work planning permits and certificates of completion, to the
local bureau of land resources and housing administration after the receipt of the certificates of
completion for the relevant properties and to apply for the general property ownership
certificates in respect of these properties. Within regulated periods after delivery of the
properties, it is required to submit the relevant sale and purchase agreements and identification
documents of the purchasers, together with the general property ownership certificates, for the
bureau’s review before its issuance of the individual property ownership certificates in respect
of the properties purchased. Delay by the various administrative authorities in reviewing the
relevant applications and granting the relevant approvals as well as other factors may affect
timely delivery of the general, as well as individual, property ownership certificates.
43
The LAT calculated by the relevant PRC tax authorities may be different from the Group’s
calculation of the LAT liabilities for provision purposes, which may have a material
adverse effect on our financial conditions.
The Group’s properties developed for sale are subject to LAT. Under the PRC tax laws and
regulations, all income derived from the sale or transfer of land use rights, buildings and their
ancillary facilities in the PRC is subject to LAT on the appreciation of land value at progressive
rates ranging from 30% to 60%. The Group only prepays a portion of such provisions each
year as required by the local tax authorities. For the years ended 31 December 2017, 2018 and
2019, the Group made provisions for LAT in the total amount of HK$1,329 million, HK$1,628
million and HK$3,122 million, respectively. For the six months ended 30 June 2020, the Group
made provisions for LAT in the total amount of HK$1,381 million.
The Group makes provision for the full amount of applicable LAT in accordance with the
relevant PRC tax laws and regulations from time to time, pending settlement of such with the
relevant tax authorities. Provisions for LAT are made on the Group’s own estimates based on,
among others, the Group’s own apportionment of deductible expenses which is subject to final
confirmation by the relevant tax authorities upon settlement of LAT. However, given the time
gap between when the Group makes provision for and when the Group settles the full amount
of LAT payable, the relevant tax authorities may not necessarily agree with the Group’s own
apportionment of deductible expenses or other bases on which the Group calculates LAT.
Hence, the Group’s LAT expenses as recorded in a particular period may require subsequent
adjustments. If the relevant tax authorities determine that the Group’s LAT liabilities exceed the
Group’s LAT prepayments and provisions, and seek to collect such excess amount, the Group’s
cash flow, financial condition and results of operations may be materially and adversely
affected.
The terms on which mortgage loans are available, if at all, may affect the Group’s sales.
Many purchasers of the Group’s properties rely on mortgages to fund their purchases. An
increase in interest rates may significantly increase the cost of mortgage financing, thus
affecting the affordability of properties. In addition, the PRC government and commercial banks
may increase the down payment requirement, impose other conditions or otherwise change the
regulatory framework in a manner that would make mortgage financing unavailable or
unattractive to potential property purchasers. Furthermore, mortgagee banks may not lend to
any individual borrower if the monthly repayment of the anticipated mortgage loan would
exceed 50 per cent. of the individual borrower’s monthly income.
If the availability or attractiveness of mortgage financing is reduced or limited, many of the

Group’s prospective customers may not be able to purchase the Group’s properties and, as a
result, the Group’s business, financial condition and results of operations may be materially and
adversely affected. In line with industry practice, the Group provides guarantees to banks for
mortgages they offer to its purchasers until the time when it completes the relevant properties
and the property ownership certificates and the certificates of other interests with respect to
the relevant properties are delivered to the mortgagee banks. If a purchaser defaults on a
mortgage loan, the Group may have to repossess the underlying property by paying off the
mortgage. If the Group fails to do so, the mortgagee bank may sell the underlying property and
recover any additional outstanding amount from the Group as the guarantor of the mortgage
loan.
44
As at 31 December 2019 and 30 June 2020, the Group’s maximum guarantees in respect
of its customers’ mortgage loans amounted to HK$30.0 billion and HK$29.8 billion,
respectively. If any material defaults occur which require the Group to honour its guarantees,
and the Group cannot resell the repossessed properties at appropriate prices, its business,
financial condition and results of operations may be materially and adversely affected. There
can be no assurance that changes in laws, regulations, policies or practices which may prohibit
or restrict property developers from providing guarantees to banks in respect of mortgages
offered to property purchasers will not occur in the PRC in the future. If there are such changes
in laws, regulations, policies or practices and these banks do not accept any alternative
guarantees by third parties, or if no third party is available or willing in the market to provide
such guarantees, it may become more difficult for property purchasers to obtain mortgages
from banks and other financial institutions during sales and pre-sale of the Group’s properties.
Such difficulties in financing could result in a substantially lower sales and pre-sale of the
Group’s properties, which may materially and adversely affect its cash flow, business, financial
condition and results of operations.
Intensified competition may materially and adversely affect the Group’s business,
financial condition and results of operations.
Competition within the PRC real estate industry is intense. In recent years, many
competitors, including large-scale nationwide and overseas property developers have entered
the property development markets in cities of the PRC where the Group has operations. Many
of them may have more financial, marketing, technical or other resources than the Group.
Competition among property developers may cause an increase in land premium and raw
material costs, shortages in quality construction contractors, surplus in property supply leading
to decreasing property prices, further delays in issuance of governmental approvals, and higher
costs to attract or retain skilled employees. In addition, real estate markets across the PRC are
influenced by various other factors, including changes in economic conditions, banking
practices and consumer sentiment. If the Group fails to compete effectively, its business,
financial condition and results of operations may be materially and adversely affected.
The Group’s property development business is subject to claims under statutorily

mandated quality warranties.
Under Regulatory Measures on the Sale of Commercial Houses, all property development
companies in the PRC must provide certain quality warranties for the properties they sell. The
Group is required to provide these warranties to its customers. Similarly, under Regulations on
the Administration of Quality of Construction Works, all construction entities in the PRC must
provide certain quality warranties for the properties they construct. Generally, the Group would
receive quality warranties from third-party contractors it hires to construct its development
projects. If a significant number of claims are brought against it under its warranties and if the
Group unable to obtain reimbursement for such claims from third-party contractors in a timely
manner or at all, or if the retention money retained by the Group is not sufficient to cover its
payment obligations under the quality warranties, the Group could incur significant expenses to
resolve such claims or face delays in correcting the related defects, which may in turn harm its
reputation and have a material and adverse effect on its business, financial condition and
results of operations.
45
The Group may be required to relocate existing residents and pay demolition and
resettlement costs associated with its future property developments and such costs may
increase.
The Group may be required to undertake and pay for demolition of existing buildings and
resettlement of existing residents with respect to some of its property developments in
accordance with the relevant PRC laws and regulations. Existing owners or residents may
disagree with the compensation arrangements or refuse to relocate. The administrative process
to settle the amount of compensation, together with any appeals, or a refusal to relocate may
significantly delay the timetable for the affected development. Although the Group takes into
consideration the difficulties in resettlement compensation negotiations before it enters into
such contractual arrangements, the protracted resettlement process may cause delays in the
redevelopment projects, and adversely affect its plans to obtain the relevant land use rights or
enter into the new markets. In addition, there can be no assurance that the Group will be able
to reach agreements for compensation and resettlement for such redevelopment projects on
terms satisfactory to the Group or at all. Moreover, an unfavourable final determination or
settlement regarding the amount of compensation payable by the Group may increase the cost
of the development and materially and adversely affect its cash flow, business, results of
operations and financial condition.
The Group’s investment properties are illiquid.
Investments in properties, in general, are illiquid compared to many other types of

investments. Therefore, the Group’s ability to sell one or more of its investment properties in
response to changing economic, financial and investment conditions promptly, or at all, is
limited. There can be no assurance that the Group will be able to sell any of its investment
properties at prices or on terms satisfactory to it, if at all. The Group cannot predict the length
of time needed to find a purchaser and to complete the sale of a property currently held or
planned to be held for investment purposes. Moreover, should the Group decide to sell a
property subject to a tenancy agreement, it may have to obtain consent from or pay termination
fees to its tenant. In addition, investment properties may not be readily convertible to
alternative uses if they become unprofitable due to competition, age, decreased demand or
other factors. The conversion of investment properties to alternative uses generally requires
substantial capital expenditures. In particular, the Group may be required to expend funds to
maintain properties, correct defects, or make improvements before a property can be sold and
the Group may not have sufficient funds available for such purposes. These factors and any
others that would impede the Group’s ability to respond to adverse changes in the performance
of its investment properties may materially and adversely affect its ability to retain tenants and
to compete against its competitors and therefore the Group’s business, financial condition and
results of operations may be materially and adversely affected.
46
Risks relating to the PRC
PRC economic, political and social conditions, as well as governmental policies, could
affect the Group’s business and prospects.
The PRC economy differs from the economies of most of the developed countries in many
aspects, including:
. the amount and degree of the PRC government involvement;
. growth rate and degree of development;
. uniformity in the implementation and enforcement of laws;
. content of and control over capital investment;
. control of foreign exchange; and
. allocation of resources.
The PRC economy has been transitioning from a centrally planned economy to a more
market oriented economy. For approximately four decades, the PRC government has
implemented economic reform measures to utilise market forces in the development of the
PRC economy. In addition, the PRC government continues to play a significant role in
regulating industries and the economy through policy measures. The Issuer and the Guarantor
cannot predict whether changes in PRC economic, political or social conditions and in PRC
laws, regulations and policies will have any adverse effect on the Group’s current or future
business, financial condition or results of operations.
In addition, many of the economic reforms carried out by the PRC government are
unprecedented or experimental and are expected to be refined and improved over time. Other
political, economic and social factors may also lead to further adjustments of the reform
measures. This refining and adjustment process may not necessarily have a positive effect on
the Group’s operations and business development. For example, the PRC government has in
the past implemented a number of measures intended to slow down certain segments of the
economy that the government believed to be overheating, including the real estate industry.
These measures have included restricting foreign investment in certain sectors of the real
estate industry, raising benchmark interest rates of commercial banks, reducing currency
supply and placing additional limitations on the ability of commercial banks to make loans by
raising bank reserves against deposits and raising the thresholds and minimum loan interest
rates for residential mortgages. These actions, as well as future actions and policies of the PRC
government, could cause a decrease in the overall level of economic activity, and in turn have a
material and adverse impact on the Group’s business and financial condition.
China has been one of the world’s fastest growing major economies as measured by GDP
in recent years. However, China’s real GDP growth has slowed down from 14.2% in 2007 to
7.5% in June 2014 and no assurance can be made that China will be able to sustain its growth
rate. If the Chinese economy experiences a further slowdown in growth or a downturn, property
demand may decline and the Group’s business, prospects, financial condition and results of
operations may be materially and adversely affected. China’s economic growth may also be
47
negatively impacted by the trade war with the United States. In 2018, the U.S. government,
under the administration of President Donald J. Trump, imposed several rounds of tariffs on
various categories of imports from China, and China responded with similarly sized tariffs on
U.S. products in retaliation. The trade war escalated in May 2019, when the United States
increased tariffs on US$200 billion worth of Chinese products from 10% to 25%, and China
increased tariffs on US$60 billion worth of U.S. goods in response. Moreover, since May 2019,
the United States has banned six Chinese technology firms from exporting certain sensitive
U.S. goods. In August 2019, the U.S. Treasury declared China a currency manipulator. On 1
September 2019, the U.S. implemented further tariffs on more than US$125 billion worth of
Chinese goods. On 2 September 2019, China lodged a complaint in the World Trade
Organization against the U.S. over the import tariffs. The rhetoric surrounding the trade war
has continued to escalate, and trade negotiations between the two governments, even though
ongoing, have not yielded breakthroughs. The amicable resolution of the trade war remains
elusive, and the lasting impact it may have on China’s economy and the industries in which the
Group operates remains uncertain. Should the trade war between the United States and the
PRC begin to materially impact the PRC economy, the purchasing power of the Group’s
customers in the PRC would be negatively affected.
The Group’s income tax obligations may increase, dividends from the Guarantor’s PRC
subsidiaries may be subject to withholding tax under PRC tax laws and the Issuer and the
Guarantor may be subject to PRC tax under the Enterprise Income Tax Law of the PRC
(the ‘‘EIT Law’’).
In March 2007, the NPC and its Standing Committee enacted the EIT Law, which took
effect on 1 January 2008. The EIT Law imposes a unified income tax rate of 25 per cent. on all
domestic and foreign-invested enterprises unless they qualify under certain limited exceptions.
The Guarantor is a holding company that is financially dependent on distributions from its
subsidiaries and its business operations are principally conducted through its PRC subsidiaries.
Prior to 31 December 2007, dividend payments to foreign investors made by foreign-invested
enterprises, such as dividends paid to the Guarantor by its PRC subsidiaries, were exempt from
PRC withholding tax. The EIT Law and the Regulations for Implementation of Enterprise Income
Tax Law of the PRC (中華人民共和國企業所得稅實施條例) (together with the EIT Law, the ‘‘EIT
Laws’’), effective 1 January 2008, and revised on 23 April 2020, provide that any dividend
payment to foreign investors is subject to a withholding tax at a rate of 10 per cent. Pursuant
to the Arrangement between the PRC and Hong Kong for the Avoidance of Double Taxation
and Prevention of Fiscal Evasion with respect to Taxes on Income (內地和香港特別行政區關於對
所得避免雙重徵稅和防止偷漏稅的安排) signed on 21 August 2006, a company incorporated in
Hong Kong may be subject to withholding income tax at a rate of 5 per cent. on dividends it
receives from its PRC subsidiaries if it holds a 25 per cent. or more interest in that particular
PRC subsidiary at the time of the distribution, or 10 per cent. if it holds less than a 25 per cent.
interest in that subsidiary, although there is uncertainty under a recent circular regarding
whether intermediate Hong Kong holding companies will be eligible for benefits under this
arrangement.
In addition, under the EIT Laws, enterprises established under the laws of jurisdictions
outside the PRC with their ‘‘de facto management bodies’’ located within the PRC may be
considered PRC resident enterprises and therefore subject to PRC enterprise income tax at the
rate of 25 per cent. on their worldwide taxable income. For such PRC tax purposes, dividends
48
from PRC subsidiaries to their foreign shareholders are excluded from such taxable worldwide
income. The EIT Laws provide that the ‘‘de facto management body’’ of an enterprise is the
organisation that exercises substantial and overall management and control over the
production, employees, books of accounts and properties of the enterprise. On 23 March
2016, the MOF and SAT jointly issued the Circular of Full Implementation of Business Tax to
VAT Reform (Cai Shui [2016] No. 36) (關於全面推開營業稅改徵增值稅試點的通知(財稅[2016]36號))
(‘‘Circular 36’’), which confirms that business tax has been completely replaced by VAT in PRC
from 1 May 2016. VAT is applicable where entities or individuals provide services within the
PRC. The services are treated as being provided within China where either the service provider
or the service recipient is located in the PRC. The services subject to VAT include the provision
of financial services such as the provision of loans. It is further clarified under Circular 36 that
the ‘‘loans’’ refers to the activity of lending capital for another’s use and receiving the interest
income thereon. If a majority of the members of the Issuer’s and the Guarantor’s management
team continue to be located in the PRC, the Issuer and the Guarantor may be considered a
PRC resident enterprise and therefore subject to PRC enterprise income tax at the rate of 25
per cent. on the Issuer’s or, as the case may be, the Guarantor’s worldwide income. If the
Guarantor’s PRC subsidiaries become subject to the withholding tax or the Issuer, the
Guarantor or any of its non-PRC subsidiaries were treated as a PRC resident enterprise under
the EIT Laws, the Group’s profitability and cash flow may be adversely affected.
The Group’s operations and financial performance could be adversely affected by labour
shortages, increases in labour costs, changes to PRC labour-related laws and regulations
or labour disputes.
The PRC Labour Contract Law, which became effective on 1 January 2008, imposes
greater liabilities on employers and significantly affects the cost of an employer’s decision to
reduce its workforce. Further, it requires certain terminations to be based upon seniority and
not merit. In the event the Group decides to significantly change or decrease its workforce, the
Labour Contract Law could adversely affect the Group’s ability to effect such changes in the
most cost effective or timely manner to its business, hence may adversely affect its financial
condition and results of operations. In addition, the PRC government has continued to
introduce various new labour-related regulations after the promulgation of the Labour Contract
Law. Among other things, the paid annual leave provisions require that paid annual leaves
ranging from five to fifteen days be available to nearly all employees and further require that
employers compensate an employee for any annual leave days the employee is unable to take
in the amount of three times such employee’s daily salary, subject to certain exceptions.
On 28 October 2010, the NPC promulgated the Social Insurance Law, which became
effective on 1 July 2011, to clarify the contents of the social insurance system in the PRC.
According to the Social Insurance Law, employees will participate in pension insurance, work-
related injury insurance, medical insurance, unemployment insurance and maternity insurance
and the employers must, together with their employees or separately, pay for the social
insurance premiums for such employees.
49
Interpretation of the PRC laws and regulations involves uncertainty and the current legal
environment in the PRC could limit the legal protections available to the Noteholders.
The Group’s core business is conducted in the PRC and is governed by PRC laws and
regulations. The Guarantor’s principal operating subsidiaries are located in the PRC and are
subject to PRC laws and regulations. The PRC legal system is a civil law system based on
written statutes, and prior court decisions have limited precedential value and can only be used
as a reference. Additionally, PRC written laws are often principle-oriented and require detailed
interpretations by the enforcement bodies to further apply and enforce such laws. Since 1979,
the PRC legislature has promulgated laws and regulations in relation to economic matters such
as foreign investment, corporate organisation and governance, commercial transactions,
taxation and trade, with a view to developing a comprehensive system of commercial law,
including laws relating to property ownership and development. However, because these laws
and regulations have not been fully developed, and because of the limited volume of published
cases and the non-binding nature of prior court decisions, interpretation of PRC laws and
regulations involves a degree of uncertainty and the legal protection available to the
Noteholders may be limited. Depending on the governmental agency or the presentation of an
application or case to such agency, the Group may receive less favourable interpretations of
laws and regulations than its competitors. In addition, any litigation in the PRC may be
protracted and result in substantial costs and diversion of resources and management
attention. All these uncertainties may cause difficulties in the enforcement of the Group’s land
use rights, entitlements under its permits, and other statutory and contractual rights and
interests.
Government control of currency conversion may adversely affect the value of investments
in the Notes.
The Notes are denominated in U.S. dollars while substantially all of the Group’s turnover is
generated by the Guarantor’s PRC operating subsidiaries and is denominated in Renminbi. The
Issuer’s ability to satisfy its obligations under the Notes, and the Guarantor’s ability to satisfy
its obligations under the Guarantee of the Notes, mainly depends upon the ability of the
Guarantor’s PRC subsidiaries to obtain and remit sufficient foreign currency, particularly U.S.
dollars, to pay dividends to them and, if applicable, to repay shareholder loans. The PRC
government imposes controls on the convertibility of Renminbi into foreign currencies and, in
certain cases, the remittance of currency to jurisdictions outside the PRC.
Under existing PRC foreign exchange regulations, payments of certain current account
items can be made in foreign currencies without prior approval from the local branch of SAFE
by complying with certain procedural requirements. However, approval from the appropriate
government authorities is required where Renminbi is to be converted into foreign currency and
remitted to a jurisdiction outside the PRC to pay capital expenses such as the repayment of
bank loans denominated in foreign currencies. The PRC government may also, at its discretion,
restrict access to foreign currencies for current account transactions in the future. Under
existing foreign exchange regulations in the PRC, the Guarantor’s PRC subsidiaries may make
payment of dividends without prior approval from SAFE upon compliance with certain
procedural requirements. However, approval from appropriate governmental authorities is
required for the conversion of RMB into foreign currency to repay capital expenses such as
foreign loans. Prior to payment of interest and principal on any shareholder loan that the
Guarantor makes to its PRC subsidiaries, the relevant PRC subsidiary must also present
50
evidence of payment of the relevant PRC taxes on the interest payable in respect of such
shareholder loan. If the PRC foreign exchange control system prevents the Group from
obtaining sufficient foreign currency, particularly U.S. dollars, or if the Guarantor’s PRC
subsidiaries for any reason fails to satisfy any of the PRC legal requirements for remitting
foreign currency payments, such PRC subsidiary will be unable to pay the Guarantor dividends
or interest and principal on shareholder loans, which may affect the Issuer’s ability to satisfy its
obligations under the Notes or the Guarantor’s ability to satisfy its obligations under the
Guarantee of the Notes.
Future fluctuations in the value of the Renminbi could have an adverse effect on the
Group’s financial condition and results of operations.
While the Group conducts substantially all of its business operations in the PRC, it also
derives foreign currencies denominated revenue, and it converts Renminbi into foreign
currencies to make investments and acquisitions overseas or pay dividends to its
shareholders. A portion of the Group’s revenue, expenses and bank borrowings are
denominated in U.S. dollars and other foreign currencies, although its functional currency is
the Renminbi. As a result, fluctuations in exchange rates, particularly between the Renminbi,
the Hong Kong dollar or the U.S. dollar, could affect the Group’s profitability and may result in
foreign currency exchange losses of the Group’s foreign currency-denominated assets and
liabilities.
The value of Renminbi against U.S. dollars and other foreign currencies is subject to
changes in the PRC’s policies, as well as international economic and political developments.
On 21 July 2005, the PRC government adopted a more flexible managed floating exchange rate
system to allow the value of Renminbi to fluctuate within a regulated band that is based on
market supply and demand with reference to a basket of currencies. From 21 July 2005 to 17
March 2014, the floating band of interbank spot foreign exchange market trading price of
Renminbi against U.S. dollars was gradually widened from 0.3 per cent. to 2 per cent. On 11
August 2015, PBOC adjusted the mechanism for market makers to form the central parity rate
by requiring them to consider the closing exchange rate of the last trading date, the supply and
demand of foreign exchange, and the rate change at primary international currencies. On 11
December 2015, the China Foreign Exchange Trade System, a sub-institutional organisation of
PBOC, published the CFETS Renminbi exchange rate index for the first time, which weighs the
Renminbi based on 13 currencies, to guide the market in order to measure the Renminbi
exchange rate from a new perspective. In 2016, Renminbi experienced significant depreciation
in value against the U.S. dollar but in 2017 and 2018 rebounded and appreciated. Since April
2019, Renminbi has depreciated in value against the U.S. dollar amidst an uncertain trade and
global economic climate. On 5 August 2019, the PBOC set the Renminbi’s daily reference rate
at above 7 per U.S. dollar for the first time in over a decade amidst an uncertain trade and
global economic climate. There is no assurance that the Renminbi will not experience
significant fluctuations against the U.S. dollar in the future. It is possible that the PRC
Government could adopt a more flexible currency policy in the future, which could result in
further and more significant revaluations of the Renminbi against any foreign currency. Any
future exchange rate volatility relating to Renminbi or any significant revaluation of Renminbi
may materially and adversely affect the earnings and financial position of the Group.
51
There can be no guarantee on the accuracy of facts, forecasts and other statistics with
respect to the PRC, the PRC economy, the PRC real estate industry and the selected PRC
regional data contained in this Offering Circular.
Facts, forecasts and other statistics in this Offering Circular relating to the PRC, the PRC
economy, the PRC real estate industry and the selected PRC regional data have been derived
from various official or other publications available in the PRC and may not be consistent with
other information compiled within or outside the PRC. However, there can be no guarantee on
the quality or reliability of such source materials. They have not been prepared or
independently verified by the Issuer, the Guarantor, the Joint Lead Managers or any of their
respective affiliates or advisors (including legal advisors), or other participants in this offering
and, therefore, there is no representation as to the accuracy of such facts, forecasts and
statistics. The Issuer has, however, taken reasonable care in the reproduction and/or extraction
of the official and other publications for the purpose of disclosure in this Offering Circular. Due
to possibly flawed or ineffective collection methods or discrepancies between published
information and market practice, these facts, forecasts and statistics in this Offering Circular
may be inaccurate or may not be comparable to facts, forecasts and statistics produced with
respect to other economies. Further, there can be no assurance that they are stated or
compiled on the same basis or with the same degree of accuracy as in other jurisdictions.
Therefore, the Noteholders should not unduly rely upon the facts, forecasts and statistics with
respect to the PRC, the PRC economy, the PRC real estate industry and the selected PRC
regional data contained in this Offering Circular.
Risks relating to the Notes, the Guarantee of the Notes and the Keepwell Deed
The PRC government has no obligation to pay any amount under the Notes.
The PRC government is not an obligor and shall under no circumstances have any
obligation arising out of or in connection with the Notes. This position has been reinforced by
the Circular of the Ministry of Finance on Issues relevant to the Regulation on the Financing
Activities Conducted by Financial Institutions for Local Governments and State-owned
Enterprises 《財政部關於規範金融企業對地方政府和國有企業投融資行為有關問題的通知》(財金[2018]
(
23號)) (the ‘‘MOF Circular 23’’) promulgated on 28 March 2018, which took effect on the same
day, and the Joint Circular 706 promulgated on 11 May 2018, which took effect on the same
day.
On 6 June 2019, the NDRC promulgated the Circular on Relevant Requirements for the
Record-filing and Registration of Foreign Debts Issued by Local State-owned Enterprises 《關於
(
對地方國有企業發行外債申請備案登記有關要求的通知》) (發改辦外資[2019]666號) (‘‘Circular 666’’),
which emphasises once again that (i) a local state-owned enterprise shall fulfil responsibilities
for repayment for foreign debts in the capacity of independent legal person and shall intensify
information disclosure; (ii) a local government or its departments shall not directly repay or
undertake to repay foreign debts of a local state-owned enterprise with financial capital, or
provide guarantee for the issuance of foreign debts by a local state-owned enterprise; and (iii) it
is forbidden to mingle any misleading publicity information probably linked to government
credit in documents such as this Offering Circular.
52
The PRC government, as the ultimate shareholder of the Company, only has limited
liability in the form of its equity contribution in the Issuer and the Guarantor. As such, the PRC
government does not have any payment obligations under the Notes or the Trust Deed if the
Issuer or the Guarantor fails to meet their respective obligations. The Notes are solely to be
repaid by the Issuer, failing which by the Guarantor, as obligors under the relevant transaction
documents and as independent legal persons. Investments in the Notes are reliant solely on the
credit risk of the Guarantor and the Company. In the event the Issuer or the Guarantor does not
fulfil its obligations under the Notes, investors will only be able to claim as unsecured creditors
against the Issuer and the Guarantor and its assets, and not any other person including the
PRC government or any other local or municipal government. As the MOF Circular 23 and the
Joint Circular 706 are relatively new, and given the limited volume of published decisions
related to these circulars, the interpretation and enforcement of these laws and regulations
involve uncertainties.
Any public interest assets should not be taken into account when the Guarantor’s
business, financial condition, results of operations and prospects are assessed.
According to the Joint Circular 706, any public interest assets such as public schools,
public hospitals, cultural facilities, parks, public squares, office buildings of government
departments and institutions, municipal roads, non-toll bridges, non-operating water
conservancy facilities, no-charge pipe network facilities and other public interest assets and
the usage rights of reserve land (‘‘Public Interest Assets’’) cannot be counted towards a
Company’s assets for the purposes of issuing medium and long-term foreign debt.
The Joint Circular 706 further provides that the punishment for enterprises involved in
unlawful financing and guarantee shall be intensified, such enterprises shall be included in the
blacklist of relevant fields and the national credit information sharing platform for publicity,
trans-departmental joint punishment shall be implemented, notification shall be made in a
timely manner, and relevant liable parties shall be restricted from filing new applications or
participating in the recordation and registration of foreign debts.
As at 30 June 2020, the Guarantor has no Public Interest Assets. However, as the Joint
Circular 706 is relatively new and given the limited volume of published decisions relating to the
Joint Circular 706, the interpretation and implementation of the Joint Circular 706 involves
uncertainties. In addition, there can be no assurance that the PRC government will not impose
additional or stricter laws and regulations relating to foreign debt financing, which may increase
the Guarantor’s financing costs and in turn could materially and adversely affect the
Guarantor’s business, financial condition, results of operations and prospects.
Potential investors should not place undue reliance on the financial information
incorporated by reference that is not audited
This Offering Circular incorporates the most recently published unaudited and unreviewed
interim consolidated financial statements of the Guarantor together with any review reports
prepared in connection therewith.
The interim financial information have not been and will not be audited or reviewed by the
Guarantor’s independent auditors. The interim financial information should not be relied upon
by investors to provide the same quality of information associated with information that has
53
been subject to an audit or review. Potential investors should exercise caution when using such
data to evaluate the Guarantor’s financial condition and results of operations. The half-year
should not be taken as an indication of the expected financial condition or results of operations
of the Guarantor for the relevant full financial year.
The Issuer is a special purpose vehicle with no material assets or business activities and
its ability to make payments under the Notes will depend on timely payments under on-
lent loans of the proceeds from the issue of the Notes.
The Issuer is a special purpose vehicle incorporated specifically for the purpose of issuing
the Notes and has no material assets or business activities. Upon the issue of the Notes, the
Issuer will on-lend the net proceeds from the issue of the Notes to the Guarantor and/or other
members of the Group. Accordingly, the Issuer’s ability to make payments under the Notes will
depend on its receipt of distributions of dividends from its own subsidiaries and timely
remittance of funds from the Guarantor and/or other members of the Group. In the event that
the Guarantor and/or other members of the Group do not make any payments due under such
on-lent loans as a result of restrictions in loans or other agreements, lack of available cash flow
or other factors, the Issuer’s ability to make payments under the Notes may be adversely
affected.
The Guarantor relies principally on dividends paid by its subsidiaries to fund its cash and
financing requirements, and any limitation on the ability of its PRC subsidiaries to pay
dividends to it could have a material and adverse effect on its ability to conduct its
business.
The Guarantor is a holding company and relies principally on dividends paid by its
subsidiaries for cash requirements, including the funds necessary to service any debt the
Guarantor incurs and to pay any dividend it declares. If any of the Guarantor’s subsidiaries
incurs debt in its own name, the instruments governing the debt may restrict dividends or other
distributions on its equity interest to the Guarantor. Furthermore, applicable PRC laws, rules
and regulations permit payment of dividends by the Guarantor’s PRC subsidiaries on a
combined basis only out of their retained earnings, if any, determined in accordance with the
PRC accounting standards. The Guarantor’s PRC subsidiaries are required to set aside a
certain percentage of their after-tax profit based on the PRC accounting standards each year
for their reserve fund in accordance with the requirements of relevant laws and provisions in
their respective articles of associations. As a result, the Guarantor’s PRC subsidiaries
combined may be restricted in their ability to transfer any portion of their net income to the
Guarantor whether in the form of dividends, loans or advances. Any limitation on the ability of
the Guarantor’s subsidiaries to pay dividends to the Guarantor could materially and adversely
limit the Issuer’s and the Guarantor’s ability to pay principal and interest on the Notes.
The Keepwell Deed is not a guarantee of the payment obligations under the Notes and
may not give rise to a debt claim against the Company or be recognised by PRC courts in
insolvency proceedings in relation to the Company in the PRC and enforcement of the
Keepwell Deed may be subject to procedural difficulties.
The Company executes a Keepwell Deed in favour of the Issuer and the Guarantor and for
the benefit of the Trustee (on behalf of each holder of the Notes). Although the Trustee may, as
a beneficiary of certain covenants thereunder and in accordance with the terms of the Trust
54
Deed governing the Notes, take actions against the Company to seek to enforce the provisions
of the Keepwell Deed, the Company is only obligated under the Keepwell Deed to cause the
Issuer and the Guarantor to maintain sufficient liquidity to ensure timely payment by the Issuer
of any amounts of principal, premium (if any) and interest payable in respect of the Notes in
accordance with their terms of payment. Accordingly, the Company’s obligations under the
Keepwell Deed do not constitute a guarantee by the Company for the payment obligation of the
Issuer under the Notes or the Guarantor under the Guarantee of the Notes. In addition, the
Noteholders will be subject to the conditions provided in the Trust Deed for any action to be
taken against the Company to enforce the Keepwell Deed. Furthermore, even if the Company
intends to perform its obligations under the Keepwell Deed, depending on the manner in which
the Company performs its obligations under the Keepwell Deed in order to arrange sufficient
liquidity for the Issuer and the Guarantor to meet its payment obligations under the Notes, such
performance may be subject to the prior consents or approvals from relevant PRC
governmental authorities, including but not limited to SAFE.
The obligations under the Keepwell Deed may not give rise to a debt claim against the
Company or be recognised by PRC courts in insolvency proceedings in relation to the
Company in the PRC. As the parties to the Keepwell Deed have submitted to the exclusive
jurisdiction of the Hong Kong courts, parties who have successfully obtained a judgment from
Hong Kong courts in relation to a claim under a Keepwell Deed and wish to enforce such a
judgment in the PRC may do so pursuant to the ‘‘Arrangement on Reciprocal Recognition and
Enforcement of Judgments in Civil and Commercial matters by the Courts of the Mainland and
of the Hong Kong Special Administrative Region Pursuant to Choice of Court Agreements
between Parties Concerned’’. However, it is currently uncertain as to whether such a judgment
will be recognised and enforced by PRC courts where it relates to insolvency proceedings
commenced in the PRC as the judicial practice in this area evolves. Consequently, even if
Noteholders or the Trustee have successfully obtained judgment in Hong Kong courts in
relation to the Keepwell Deed, there can be no assurance that the PRC courts will recognise
and enforce such a judgment in insolvency proceedings relating to the Company. Accordingly,
the Noteholders may have limited or no remedies if insolvency proceedings are commenced in
relation to the Company in the PRC.
In addition, under the Keepwell Deed, the Company will undertake with Issuer and the
Guarantor and for the benefit of the Trustee (on behalf of each holder of the Notes), among
other things, to cause the Issuer and the Guarantor to have sufficient liquidity to ensure timely
payment by the Issuer and the Guarantor of any amounts payable in respect of the Notes in
accordance with the Terms and Conditions of the Notes. However, any claim by Issuer, the
Guarantor and/or the Noteholders and/or the Trustee against the Company in relation to the
Keepwell Deed will be effectively subordinated to all existing and future obligations of the
Company’s subsidiaries (which do not guarantee the Notes), particularly the onshore operating
subsidiaries of the Company, and all claims by creditors of such subsidiaries (which do not
guarantee the Notes) will have priority to the assets of such entities over the claims of Issuer,
the Guarantor and the Trustee under the Keepwell Deed.
Furthermore, the rights of the Trustee (on behalf of each holder of the Notes) under the
Keepwell Deed may be subject to procedural and practical difficulties. For example, if holders
of the Notes were to obtain a successful judgment against the Company under the Keepwell
55
Deed from a Hong Kong court, the judgment of the Hong Kong court would have to be
enforced in the PRC, where substantially all of the Company’s assets are located, subject to
review and consent from the PRC court.
The Notes and the Guarantee of the Notes are unsecured obligations.
As the Notes and the Guarantee of the Notes are unsecured obligations of the Issuer and
the Guarantor respectively, the repayment of the Notes and payment under the Guarantee of
the Notes may be compromised if:
. the Issuer or the Guarantor enters into bankruptcy, liquidation, reorganisation or

other winding-up proceedings;
. there is a default in payment under the Issuer’s or the Guarantor’s secured

indebtedness or other unsecured indebtedness; or
. there is an acceleration of any of the Issuer’s or the Guarantor’s indebtedness.
If any of these events were to occur, the Issuer’s or the Guarantor’s assets (as the case
may be) and any amounts received from the sale of such assets may not be sufficient to pay
amounts due on the Notes.
The Notes may not be a suitable investment for all investors.
The Notes are complex financial instruments and may be purchased as a way to reduce
risk or enhance yield with a measured appropriate addition of risk to the investor’s overall
portfolios. A potential investor should not invest in the Notes unless it has the expertise (either
alone or with the help of a financial adviser) to evaluate how the Notes will perform under
changing conditions, the resulting effects on the value of such Notes and the impact this
investment will have on the potential investor’s overall investment portfolio.
Each potential investor in the Notes must determine the suitability of that investment in
light of its own circumstances. In particular, each potential investor should:
. have sufficient knowledge and experience to make a meaningful evaluation of the

Notes, the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Offering Circular or any applicable supplement;
. have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Notes and the impact
such investment will have on its overall investment portfolio;
. have sufficient financial resources and liquidity to bear all of the risks of an
investment in the Notes;
. understand thoroughly the terms of the Notes and be familiar with the behaviour of
any relevant indices and financial markets; and be able to evaluate (either alone or
with the help of a financial adviser) possible economic scenarios, such as interest
rate and other factors which may affect its investment and the ability to bear the
applicable risks.
56
The Guarantor’s subsidiaries, jointly controlled entities and associated companies may be
subject to restrictions on the payment of dividends and the repayment of intercompany
loans or advances to the Guarantor, its jointly controlled entities and associated
companies.
As a holding company, the Guarantor will depend on the receipt of dividends and the
interest and principal payments on intercompany loans or advances from its subsidiaries, jointly
controlled entities and associated companies to satisfy its obligations under the Notes. The
ability of the Guarantor’s subsidiaries, jointly controlled entities and associated companies to
pay dividends and make payments on intercompany loans or advances to their shareholders is
subject to, among other things, distributable earnings, cash flow conditions, restrictions
contained in the articles of association of these companies, applicable laws and restrictions
contained in the debt instruments of such companies. There can be no assurance that the
Guarantor’s subsidiaries, jointly controlled entities and associated companies will have
distributable earnings or will be permitted to distribute their distributable earnings to it as it
anticipates, or at all. In addition, dividends payable to it by these companies are limited by the
percentage of its equity ownership in these companies. In particular, the Guarantor does not
maintain complete control over its jointly controlled entities or associates in which it might hold
a minority interest. Further, if any of these companies raises capital by issuing equity securities
to third parties, dividends declared and paid with respect to such shares would not be available
to the Guarantor to make payments under the Notes. These factors could reduce the payments
that the Guarantor receives from its subsidiaries, jointly controlled entities and associated
companies, which would restrict its ability to meet its payment obligations under the Notes.
If the Issuer or the Guarantor is unable to comply with the restrictions and covenants in
its debt agreements or the Notes, there could be a default under the terms of such
agreements, or the Notes, which could cause repayment of the Issuer’s or the Guarantor’s
debt to be accelerated.
If the Issuer or the Guarantor is unable to comply with the restrictions and covenants in
the Notes, or the Issuer’s or the Guarantor’s current or future debt obligations and other
agreements, there could be a default under the terms of such agreements. In the event of a
default under such agreements, the holders of the debt could terminate their commitments to
lend to the Issuer or the Guarantor, accelerate repayment of the debt, declare all amounts
borrowed due and payable or terminate the agreements, as the case may be. Furthermore,
some of the Issuer’s or the Guarantor’s debt agreements, including the Notes, contain cross-
acceleration or cross-default provisions. As a result, the default by the Issuer or the Guarantor
under one debt agreement may cause the acceleration of repayment of debt, including the
Notes, or result in a default under its other debt agreements, including the Notes. If any of
these events occur, there can be no assurance that the Issuer’s or the Guarantor’s assets and
cash flows would be sufficient to repay in full all of the Issuer’s or the Guarantor’s
indebtedness, or that it would be able to find alternative financing. Even if the Issuer or the
Guarantor could obtain alternative financing, there can be no assurance that it would be on
terms that are favourable or acceptable to the Issuer or the Guarantor.
57
Additional procedures may be required to be taken to bring English law governed matters
or disputes to the Hong Kong courts and the holders of the Notes would need to be
subject to the exclusive jurisdiction of the Hong Kong courts. There is also no assurance
that the PRC courts will recognise and enforce judgments of the Hong Kong courts in
respect of English law governed matters or disputes.
The Terms and Conditions of the Notes and the transaction documents are governed by
English law, whereas parties to these documents have submitted to the exclusive jurisdiction of
the Hong Kong courts. In order to hear English law governed matters or disputes, Hong Kong
courts may require certain additional procedures to be taken. Under the Arrangement on
Reciprocal Recognition and Enforcement of Judgment in Civil and Commercial Matters by the
Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to
Choice of Court Agreements Between Parties Concerned 《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決的安排》) entered into by Hong Kong and the PRC
on 14 July 2006 (the ‘‘Reciprocal Arrangement’’), judgments of Hong Kong courts are likely to
be recognised and enforced by the PRC courts where the contracting parties to the
transactions pertaining to such judgments have agreed to submit to the exclusive jurisdiction
of Hong Kong courts.
However, recognition and enforcement of a Hong Kong court judgment could be refused if
the PRC courts consider that the enforcement of such judgment is contrary to the social and
public interest of the PRC or meets other circumstances specified by the Reciprocal
Arrangement. While it is expected that the PRC courts will recognise and enforce a judgment
given by Hong Kong courts in respect of a dispute governed by English law, there can be no
assurance that the PRC courts will do so for all such judgments as there is no established
practice in this area. Compared to other similar debt securities issuances in the international
capital markets where the relevant holders of the debt securities would not typically be required
to submit to an exclusive jurisdiction, the holders of the Notes will be deemed to have
submitted to the exclusive jurisdiction of the Hong Kong courts, and thus the holder’s ability to
initiate a claim outside Hong Kong will be limited.
The Issuer may not be able to redeem the Notes upon the due date for redemption
thereof.
The Issuer may, at maturity will, be required to redeem all or, in the case of a Change of
Control, all but not some only, of the Notes. If such an event were to occur, the Issuer may not
have sufficient cash in hand and may not be able to arrange financing to redeem the Notes in
time, or on acceptable terms, or at all. The ability to redeem the Notes in such event may also
be limited by the terms of other debt instruments. The Issuer’s failure to repay, repurchase or
redeem tendered Notes could constitute an event of default under the Notes, which may also
constitute a default under the terms of the Issuer’s, the Guarantor’s or the Group’s other
indebtedness.
58
The Notes and the Guarantee of the Notes will be structurally subordinated to the
existing and future indebtedness and other liabilities of the Issuer’s and the Guarantor’s
existing and future subsidiaries, other than the Issuer, and effectively subordinated to the
Issuer’s and the Guarantor’s secured debt to the extent of the value of the collateral
securing such indebtedness.
The Notes and the Guarantee of the Notes will be structurally subordinated to any debt
and other liabilities and commitments, including trade payables and lease obligations, of the
Issuer’s and the Guarantor’s existing and future subsidiaries, other than the Issuer, whether or
not secured. The Notes will not be guaranteed by any of the Issuer’s and the Guarantor’s
subsidiaries, and the Issuer and the Guarantor may not have direct access to the assets of
such subsidiaries unless these assets are transferred by dividend or otherwise to the Issuer or
the Guarantor. The ability of such subsidiaries to pay dividends or otherwise transfer assets to
the Issuer and the Guarantor is subject to various restrictions under applicable laws. Each of
the Issuer’s and the Guarantor’s subsidiaries are separate legal entities that have no obligation
to pay any amounts due under the Notes and the Guarantee of the Notes or make any funds
available therefore, whether by dividends, loans or other payments. The Issuer’s and the
Guarantor’s right to receive assets of any of the Issuer’s and the Guarantor’s subsidiaries,
respectively, upon that subsidiary’s liquidation or reorganisation will be effectively subordinated
to the claim of that subsidiary’s creditors (except to the extent that the Issuer or the Guarantor
are creditors of that subsidiary). Consequently, the Notes and the Guarantee of the Notes will
be effectively subordinated to all liabilities, including trade payables and lease obligations, of
any of the Issuer’s and the Guarantor’s subsidiaries, other than the Issuer, and any subsidiaries
that the Issuer or the Guarantor may in the future acquire or establish.
The Notes and the Guarantee of the Notes are the Issuer’s and the Guarantor’s unsecured
obligations, respectively, and will (i) rank equally in right of payment with all the Issuer’s and the
Guarantor’s other present and future unsubordinated and unsecured indebtedness; (ii) be
effectively subordinated to all of the Issuer’s and the Guarantor’s present and future secured
indebtedness to the extent of the value of the collateral securing such obligations; and (iii) be
senior to all of the Issuer’s and the Guarantor’s present and future subordinated obligations. As
a result, claims of secured lenders, whether senior or junior, with respect to assets securing
their loans will be prior with respect to those assets. In the event of the Issuer’s or the
Guarantor’s bankruptcy, insolvency, liquidation, reorganisation, dissolution or other winding up,
or upon any acceleration of the Notes, these assets will be available to pay obligations on the
Notes only after all other debt secured by these assets has been repaid in full. Any remaining
assets will be available to the Noteholders rateably with all of the Guarantor’s other unsecured
and unsubordinated creditors, including trade creditors. If there are not sufficient assets
remaining to pay all these creditors, then all or a portion of the Notes then outstanding would
remain unpaid.
An active trading market for the Notes may not develop.
The Notes are a new issue of securities for which there is currently no trading market.
Application has been made to the HKSE for the Notes to be admitted for trading on the HKSE.
There can be no assurance that an active trading market for the Notes will develop or as to the
liquidity or sustainability of any such market, the ability of holders to sell their Notes or the
price at which holders will be able to sell their Notes. None of the Joint Lead Managers is
obliged to make a market in the Notes and any such market making, if commenced, may be
59
discontinued at any time at the sole discretion of the Joint Lead Managers. In addition, the
Notes are being offered pursuant to exemptions from registration under the Securities Act and,
as a result, holders will only be able to resell their Notes in transactions that have been
registered under the Securities Act or in transactions not subject to or exempt from registration
under the Securities Act.
The liquidity and price of the Notes following the offering may be volatile.
The price and trading volume of the Notes may be highly volatile. Factors such as
variations in the Group’s revenue, earnings and cash flows, proposals for new investments,
strategic alliances and/or acquisitions, changes in interest rates, fluctuations in price for
comparable companies, government regulations and changes thereof applicable to the real
estate industry and general economic conditions nationally or internationally could cause the
price of the Notes to change. Any such developments may result in large and sudden changes
in the trading volume and price of the Notes. There can be no assurance that these
developments will not occur in the future.
Developments in other markets may adversely affect the market price of the Notes.
The market price of the Notes may be adversely affected by declines in the international
financial markets and world economic conditions. The market for the Notes is, to varying
degrees, influenced by economic and market conditions in other markets, especially those in
Asia. Although economic conditions are different in each country, investors’ reactions to
developments in one country can affect the securities markets and the securities of issues in
other countries, including the PRC. Since the global financial crisis in 2008 and 2009, the
international financial markets have experienced significant volatility. If similar developments
occur in the international financial markets in the future, the market price of the Notes could be
adversely affected.
The Issuer may be deemed to be a PRC tax resident enterprise by the PRC tax authorities
and certain withholding taxes may be applicable.
The Issuer is incorporated under the laws of Hong Kong. Pursuant to the EIT Laws,
enterprises that are established under laws of foreign countries and regions (including Hong
Kong, Macau and Taiwan) but whose ‘‘de facto management bodies’’ are within the territory of
the PRC will be deemed as PRC tax resident enterprises for the purpose of the EIT Laws and
must pay enterprise income tax at the rate of 25 per cent. in respect of their income sourced
from both within and outside the PRC. The ‘‘de facto management body’’ is defined as the
organisational body that effectively exercises overall management and control over production
and business operations, personnel, finance and accounting, and properties of the enterprise. It
remains unclear how the PRC tax authorities will interpret such a broad definition. If relevant
PRC tax authorities decide, in accordance with applicable tax rules and regulations, that the
‘‘de facto management body’’ of the Issuer is within the territory of PRC, the Issuer may be
deemed as a PRC tax resident enterprise for the purpose of the EIT Laws and be subject to
PRC enterprise income tax at the rate of 25 per cent. in respect of its income sourced from
both within and outside PRC.
60
As confirmed by the Issuer, as at the date of this Offering Circular, the Issuer has not been
notified or informed by the PRC tax authorities that it is considered as ‘‘a PRC tax resident
enterprise’’ for the purpose of the EIT Laws. As such, non-resident enterprise holders of the
Notes will not be subject to withholding tax, income tax or any other taxes or duties (including
stamp duty) imposed by any governmental authority in the PRC in respect of the holding of the
Notes or any repayment of principal and payment of interest made thereon by the Issuer.
However, there can be no assurance that the Issuer will not be treated as a PRC tax resident
enterprise under the EIT Laws and related implementation regulations in the future.
Pursuant to the EIT Laws, any non-resident enterprise without establishment within the
PRC or whose income has no actual connection to its establishment within the PRC must pay
enterprise income tax at the rate of 10 per cent. on its income sourced inside the PRC, and
such income tax must be withheld by sources with the PRC payer acting as the obligatory
withholder, withholding the tax amount from each payment or payment due. Accordingly, in the
event the Issuer is deemed to be a PRC tax resident enterprise by the PRC tax authorities in
the future, the Issuer will be required to withhold income tax from the payments of interest in
respect of the Notes to any non-PRC enterprise Noteholder, and any gain realised by non-PRC
enterprise Noteholders from the transfer of the Notes may be regarded as being derived from
sources within the PRC and accordingly would be subject to a 10 per cent. PRC withholding
tax.
Investment in the Notes is subject to exchange rate risks.
Investment in the Notes is subject to exchange rate risks. The value of the U.S. dollar
against the HK dollar, the RMB and other foreign currencies fluctuates and is affected by
changes in the United States and international political and economic conditions and by many
other factors. The Issuer will make all payments of interest and principal with respect to the
Notes in U.S. dollars. As a result, the value of these U.S. dollar payments may vary with the
prevailing exchange rates in the marketplace. If the value of the U.S. dollar depreciates against
the HK dollar, the RMB or other foreign currencies, the value of a Noteholder’s investment in
HK dollar, RMB or other applicable foreign currency terms will decline.
Changes in interest rates may have an adverse effect on the price of the Notes.
The Noteholders may suffer unforeseen losses due to fluctuations in interest rates.
Generally, a rise in interest rates may cause a fall in the prices of the Notes, resulting in a
capital loss for the Noteholders. However, the Noteholders may reinvest the interest payments
at higher prevailing interest rates. Conversely, when interest rates fall, the prices of the Notes
may rise. The Noteholders may enjoy a capital gain, but interest payments received may be
reinvested at lower prevailing interest rates. As the Notes will carry a fixed interest rate, the
trading price of the Notes will consequently vary with the fluctuations in interest rates. If the
Noteholders propose to sell their Notes before their maturity, they may receive an offer lower
than the amount they have invested.
61
The Trustee may request the Noteholders to provide an indemnity and/or security and/or
prefunding to its satisfaction.
In certain circumstances (including the giving of notice to the Issuer pursuant to Condition
8 of the Terms and Conditions of the Notes), the Trustee may (at its sole discretion) request
Noteholders to provide an indemnity and/or security and/or prefunding to its satisfaction before
it takes actions on behalf of Noteholders. The Trustee will not be obliged to take any such
actions if not indemnified and/or secured and/or prefunded to its satisfaction. Negotiating and
agreeing to an indemnity and/or security and/or prefunding can be a lengthy process and may
impact on when such actions can be taken. The Trustee may not be able to take actions,
notwithstanding the provision of an indemnity or security or prefunding to it, in breach of the
terms of the Trust Deed and in circumstances where there is uncertainty or dispute as to the
applicable laws or regulations and, to the extent permitted by the agreements and the
applicable law, it will be for the Noteholders to take such actions directly.
The Notes will be represented by a Global Note Certificate and holders of a beneficial
interest in a Global Note Certificate must rely on the procedures of the Clearing System.
The Notes will be represented by beneficial interests in a Global Note Certificate. Such
Global Note Certificate will be deposited with a common depositary for Euroclear and
Clearstream (the ‘‘Clearing System’’). Except in the circumstances described in the Global
Note Certificate, investors will not be entitled to receive individual Note certificates. The
Clearing System will maintain records of the beneficial interests in the Global Note Certificates.
While the Notes are represented by the Global Note Certificate, investors will be able to trade
their beneficial interests only through the Clearing Systems.
While the Notes are represented by the Global Note Certificate, the Issuer will discharge
its payment obligations under the Notes by making payments to the relevant Clearing System
for distribution to their account holders.
A holder of a beneficial interest in a Global Note Certificate must rely on the procedures of
the Clearing System to receive payments under the Notes. The Issuer has no responsibility or
liability for the records relating to, or payments made in respect of, beneficial interests in the
Global Note Certificate.
Holders of beneficial interests in the Global Note Certificate will not have a direct right to
vote in respect of the Notes. Instead, such holders will be permitted to act only to the extent
that they are enabled by the Clearing System to appoint appropriate proxies.
Any failure to complete the relevant filings under the NDRC Circular within the prescribed
time frame may have adverse consequences for the Issuer and/or the investors of the
Notes.
NDRC issued the NDRC Circular on 14 September 2015, which came into effect on the
same day. According to the NDRC Circular, domestic enterprises and their overseas controlled
entities shall procure the registration of any debt securities issued outside the PRC with NDRC
prior to the issue of the securities and notify the particulars of the relevant issues within ten
working days after the completion of the issue of the securities. The NDRC Circular is silent on
the legal consequences of non-compliance with the pre-issue registration requirement. The
Issuer has obtained the NDRC pre-issuance registration on 14 October 2020. Similarly, the
62
legal consequences of non-compliance with the post-issue notification requirement under the
NDRC Circular is unclear. In the worst-case scenario, such non-compliance with the post-issue
notification requirement under the NDRC Circular may result in it being unlawful for the Issuer
to perform or comply with any of its obligations under the Notes. The Issuer undertakes to file
or cause to be filed with the NDRC the requisite information and documents within the
prescribed time period after the Issue Date in accordance with the NDRC Circular.
Modifications and waivers may be made in respect of the Terms and Conditions of the
Notes and the Trust Deed by the Trustee or fewer than all of the holders of the Notes,
and decisions that may be made on behalf of all holders of the Notes may be adverse to
the interests of individual holders of the Notes.
The Terms and Conditions of the Notes contain provisions for calling meetings of
Noteholders to consider matters affecting their interests generally. These provisions permit
defined majorities to bind all holders of the Notes including holders who did not attend and
vote at the relevant meeting and holders who voted in a manner contrary to the majority.
Furthermore, there is a risk that the decision of the majority of holders of the Notes may be
adverse to the interests of the individuals.
The Terms and Conditions of the Notes also provide that the Trustee may, without the
consent of the holders of the Notes, agree to any modification of the Trust Deed, the Terms
and Conditions of the Notes and/or the Agency Agreement (other than in respect of a reserved
matter) which, in the opinion of the Trustee, will not be materially prejudicial to the interests of
the holders of the Notes and to any modification of the Notes, the Trust Deed or the Agency
Agreement which is of a formal, minor or technical nature or is to correct a manifest error.
In addition, the Trustee may, without the consent of the holders of the Notes, authorise or
waive any proposed breach or breach of the Notes, the Trust Deed or the Agency Agreement
(other than a proposed breach or breach relating to the subject of certain reserved matters) if,
in the opinion of the Trustee, the interests of the holders of the Notes will not be materially
prejudiced thereby.
The Notes are redeemable in the event of certain withholding taxes being applicable.
No assurances are made by the Issuer or the Guarantor as to whether or not payments on
the Notes may be made without withholding taxes or deductions applying from the Issue Date
on account of any taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or within the British Virgin Islands, Hong
Kong or the PRC or any subdivision or authority therein or thereof having power to tax.
Although pursuant to the Terms and Conditions of the Notes the Issuer or, as the case may be,
the Guarantor is required to gross up payments on account of any such withholding taxes or
deductions, the Issuer also has the right to redeem the Notes at any time in the event it has or
will become obliged to pay additional tax amounts on account of any existing or future
withholding or deduction for any taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by or within the British Virgin
Islands, the Cayman Islands or Hong Kong or by or within the PRC in excess of the rate
applicable on 28 October 2020, or any political subdivision or any authority therein or thereof
having power to tax as a result of any change in, or amendment to, the laws or regulations of
the British Virgin Islands, Hong Kong or the PRC or any political subdivision or any authority
63
therein or thereof having power to tax, or any change in the application or official interpretation
of such laws or regulations (including a holding by a court of competent jurisdiction), which
change or amendment becomes effective on or after 28 October 2020.
The Issuer may issue additional Notes in the future.
The Issuer may, from time to time, and without prior consultation of the Noteholders,
create and issue further Notes (see ‘‘Terms and Conditions of the Notes — Further Issues’’) or
otherwise raise additional capital through such means and in such manner as it may consider
necessary. There can be no assurance that such future issuance or capital raising activity will
not adversely affect the market price of the Notes.
64
EXCHANGE RATE INFORMATION
PBOC sets and publishes daily a base exchange rate with reference primarily to the
supply and demand of Renminbi against a basket of currencies in the market during the prior
day. PBOC also takes into account other factors, such as the general conditions existing in the
international foreign exchange markets. From 1994 to 20 July 2005, the conversion of Renminbi
into foreign currencies, including Hong Kong dollars and U.S. dollars, was based on rates set
daily by PBOC on the basis of the previous day’s inter-bank foreign exchange market rates and
then current exchange rates in the world financial markets. During this period, the official
exchange rate for the conversion of Renminbi to U.S. dollars remained generally stable.
Although the PRC government introduced policies in 1996 to reduce restrictions on the
convertibility of Renminbi into foreign currencies for current account items, conversion of
Renminbi into foreign currencies for capital items, such as foreign direct investment, loan
principals and securities trading, still requires the approval of SAFE and other relevant
authorities. On 21 July 2005, the PRC government introduced a managed floating exchange
rate system to allow the value of the Renminbi to fluctuate within a regulated band based on
market supply and demand and by reference to a basket of currencies. On the same day, the
value of the Renminbi appreciated by approximately 2 per cent. against the U.S. dollar. On 18
May 2007, PBOC enlarged, the floating band for the trading prices in the inter-bank foreign
exchange market of the Renminbi against the U.S. dollar from 0.3 per cent. to 0.5 per cent.
around the central parity rate, effective on 21 May 2007. This allows the Renminbi to fluctuate
against the U.S. dollar by up to 0.5 per cent. above or below the central parity rate published
by PBOC. In June 2010, the PBOC announced that it intended to further reform the RMB
exchange rate regime by allowing greater flexibility in the RMB exchange rate, and on 16 April
2012 the band was further expanded to 1.0 per cent. and to 2.0 per cent. on 17 March 2014.
On 11 August 2015, the PBOC announced plans to improve the central parity rate of the CNY
against the U.S. dollar by authorising market-makers to provide parity to the China Foreign
Exchange Trading Centre operated by the PBOC with reference to the interbank foreign
exchange market closing rate of the previous day, the supply and demand for foreign
currencies as well as changes in exchange rates of major international currencies. On the same
day, the central parity rate of the CNY against the U.S. dollar depreciated by nearly 2.0 per
cent. as compared to 10 August 2015, and further depreciated by nearly 1.6 per cent. on 12
August 2015 as compared to 11 August 2015. The International Monetary Fund announced on
30 September 2016 that the Renminbi joins its Special Drawing Rights currency basket.
Following the gradual appreciation against U.S. dollar in 2017, Renminbi experienced a recent
depreciation in value against U.S. dollar followed by a fluctuation in 2018 and early 2019. On
August 5, 2019, the PBOC set the Renminbi’s daily reference rate at above 7 per U.S. dollar for
the first time in over a decade amidst an uncertain trade and global economic climate. The
PBOC authorised the China Foreign Exchange Trading Centre, effective since 4 January 2006,
to announce the central parity exchange rate of certain foreign currencies against the Renminbi
on each business day. This rate is set as the central parity for the trading against the Renminbi
in the inter-bank foreign exchange spot market and the over-the-counter exchange rate for the
business day. Such change and additional future changes may increase the volatility in the
trading value of the Renminbi against foreign currencies. The PRC government may make
further adjustments to the exchange rate system in the future.
65
The following table sets forth the noon buying rate in Renminbi as set forth in the H.10
statistical release of the Federal Reserve Bank of New York for the periods indicated:
Noon buying rate

Period Period end Average High Low
(RMB per US$1.00)
2014 . . . . . . . . . . . . . . . . . . 6.2046 6.1620 6.2591 6.0402

2015 . . . . . . . . . . . . . . . . . . 6.4778 6.2827 6.1870 6.4896
2016 . . . . . . . . . . . . . . . . . . 6.9430 6.6534 6.9580 6.4480
2017 . . . . . . . . . . . . . . . . . . 6.5063 6.7569 6.9575 6.4773
2018 . . . . . . . . . . . . . . . . . . 6.8755 6.6292 6.9737 6.2649
2019 . . . . . . . . . . . . . . . . . . 6.9618 6.9081 7.1786 6.6822
2020
April . . . . . . . . . ... . . . . . 7.0622 7.0708 7.0989 7.0341
May . . . . . . . . . ... . . . . . 7.1348 7.1016 7.1681 7.0622
June . . . . . . . . . ... . . . . . 7.0651 7.0816 7.1263 7.0575
July . . . . . . . . . ... . . . . . 6.9744 7.0041 7.0703 6.9744
August. . . . . . . . ... . . . . . 6.8474 6.9270 6.9799 6.8474
September . . . . ... . . . . . 6.7896 6.8106 6.8474 6.7529
October (through 16
October 2020) ... ..... 6.6962 6.7554 6.7898 6.6933
Note:
(1) Determined by averaging the rates on the last business day of each month during the relevant year, except
for average rates of the relevant periods in 2014, which are determined by averaging the daily rates during
the respective periods.
Hong Kong
The Hong Kong dollar is freely convertible into other currencies, including the U.S. dollar.
Since 17 October 1983, the Hong Kong dollar has been linked to the U.S. dollar at the rate of
HK$7.80 to US$1.00. The Basic Law of the Hong Kong Special Administrative Region of the
People’s Republic of China (the ‘‘Basic Law’’), which came into effect on 1 July 1997, provides
that no foreign exchange control policies shall be applied in Hong Kong. The market exchange
rate of the Hong Kong dollar against the U.S. dollar continues to be determined by the forces
of supply and demand in the foreign exchange market. However, against the background of the
fixed rate system which applies to the issuance and withdrawal of Hong Kong currency in
circulation, the market exchange rate has not deviated significantly from the level of HK$7.80 to
US$1.00. In May 2005, the Hong Kong Monetary Authority broadened the 22-year-old trading
band from the original rate of HK$7.80 per U.S. dollar to a rate range of HK$7.75 to HK$7.85
per U.S. dollar. The Hong Kong government has indicated its intention to maintain the link
within that rate range. Under the Basic Law, the Hong Kong dollar will continue to circulate and
remain freely convertible. However, no assurance can be given that the Hong Kong government
will maintain the link at HK$7.75 to HK$7.85 to US$1.00 or at all.
66
The following table sets forth the noon buying rate for U.S. dollars in New York City for
cable transfer in Hong Kong dollars as certified for customs purposes by the Federal Reserve
Bank of New York for the periods indicated:
Noon buying rate

Period Period end Average High Low
(HK$ per US$1.00)
2014 . . . . . . . . . . ... . . . . . 7.7531 7.7545 7.7669 7.7495

2015 . . . . . . . . . . ... . . . . . 7.7507 7.7524 7.7686 7.7495
2016 . . . . . . . . . . ... . . . . . 7.7534 7.7618 7.8270 7.7505
2017 . . . . . . . . . . ... . . . . . 7.8128 7.7926 7.8267 7.7540
2018 . . . . . . . . . . ... . . . . . 7.8305 7.8376 7.8499 7.8043
2019 . . . . . . . . . . ... . . . . . 7.7894 7.8351 7.8499 7.7850
2020 . . . . . . . . . . ... . . . . . 7.7514 7.7512 7.7530 7.7498
April . . . . . . . . . ... . . . . . 7.7513 7.7519 7.7561 7.7500
May . . . . . . . . . ... . . . . . 7.7501 7.7501 7.7514 7.7498
June . . . . . . . . . ... . . . . . 7.7501 7.7501 7.7514 7.7498
July . . . . . . . . . ... . . . . . 7.7500 7.7509 7.7538 7.7499
August. . . . . . . . ... . . . . . 7.7501 7.7502 7.7506 7.7498
September . . . . ... . . . . . 7.7500 7.7500 7.7504 7.7499
October (through 16
October 2020) ... ..... 7.7500 7.7500 7.7501 7.7498
67
TERMS AND CONDITIONS OF THE NOTES
The following is the text of the Terms and Conditions of the Notes which (subject to
modification and except for the paragraphs in italics) will be endorsed on the Note Certificates
issued in respect of the Notes:
The U.S.$500,000,000 4.00 per cent. Guaranteed Notes due 2025 (the ‘‘Notes’’, which
expression includes any further notes issued pursuant to Condition 14 (Further Issues) and
forming a single series therewith) of Ease Trade Global Limited (安業環球有限公司) (the
‘‘Issuer’’) are constituted by, are subject to, and have the benefit of, a trust deed dated on or
about 10 November 2020 (as amended or supplemented from time to time, the ‘‘Trust Deed’’)
between the Issuer, Poly Property Group Co., Limited (the ‘‘Guarantor’’) and Bank of
Communications Trustee Limited as trustee (the ‘‘Trustee’’, which expression includes all
persons for the time being trustee or trustees appointed under the Trust Deed) and are the
subject of an agency agreement dated on or about 10 November 2020 (as amended or
supplemented from time to time, the ‘‘Agency Agreement’’) between the Issuer, the Guarantor,
Bank of Communications Co., Ltd. Hong Kong Branch as registrar (the ‘‘Registrar’’, which
expression includes any successor registrar appointed from time to time in connection with the
Notes), Bank of Communications Co., Ltd. Hong Kong Branch as principal paying agent (the
‘‘Principal Paying Agent’’, which expression includes any successor principal paying agent
appointed from time to time in connection with the Notes), the transfer agents named therein
(the ‘‘Transfer Agents’’, which expression includes any successor or additional transfer agents
appointed from time to time in connection with the Notes), the paying agents named therein
(together with the Principal Paying Agent, the ‘‘Paying Agents’’, which expression includes any
successor or additional paying agents appointed from time to time in connection with the
Notes) and the Trustee. References herein to the ‘‘Agents’’are to the Registrar, the Principal
Paying Agent, the Transfer Agents and the Paying Agents and any reference to an ‘‘Agent’’ is
to any one of them. The Notes will have the benefit of a keepwell deed dated on or about 10
November 2020 (the ‘‘Keepwell Deed’’) entered into by the Issuer, the Guarantor and China
Poly Group Corporation Limited (the ‘‘Company’’). Certain provisions of these Conditions are
summaries of the Trust Deed and the Agency Agreement and subject to their detailed
provisions. The Noteholders (as defined below) are bound by, and are deemed to have notice
of, all the provisions of the Trust Deed, the Keepwell Deed and the Agency Agreement
applicable to them. Copies of the Trust Deed, the Keepwell Deed and the Agency Agreement
are available for inspection by Noteholders during normal business hours (being between 9:00
a.m. (Hong Kong time) to 3:00 p.m. (Hong Kong time) from Monday to Friday (other than public
holidays)) upon prior written request and satisfactory proof of holding at the principal place of
business for the time being of the Trustee, being at the Issue Date hereof 1/F., Far East
Consortium Building, 121 Des Voeux Central, Hong Kong and at the Specified Offices (as
defined in the Agency Agreement) of each of the Agents, the initial Specified Offices of which
are set out below.
68
All capitalised terms that are not defined in these terms and conditions (these
‘‘Conditions’’) will have the meanings given to them in the Trust Deed.
1. Form, Denomination, Status and Guarantee
(a) Form and denomination: The Notes are in registered form in the denominations
of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (each, an
‘‘Authorised Denomination’’).
(b) Status of the Notes: The Notes constitute direct, general and unconditional
obligations of the Issuer which will at all times rank pari passu and without any
preference among themselves and at least pari passu with all other present and
future unsecured, unconditional and unsubordinated obligations of the Issuer,
save for such obligations as may be preferred by provisions of law that are both
mandatory and of general application.
(c) Status of the Guarantee of the Notes: The Guarantor has in the Trust Deed
unconditionally and irrevocably guaranteed the due and punctual payment of all
sums expressed to be from time to time payable by the Issuer under the Trust
Deed and in respect of the Notes. This guarantee (the ‘‘Guarantee of the
Notes’’) constitutes a direct, general and unconditional obligation of the
Guarantor which will at all times rank at least pari passu with all other present
and future unsecured, unconditional and unsubordinated obligations of the
Guarantor, save for such obligations as may be preferred by provisions of law
that are both mandatory and of general application.
The Notes will initially be represented by a global note certificate (the ‘‘Global
Note Certificate’’) substantially in the form scheduled to the Trust Deed. The
Global Note Certificate will be registered in the name of a nominee for, and
deposited with, a common depositary for Euroclear Bank SA/NV (‘‘Euroclear’’)
and Clearstream Banking S.A. (‘‘Clearstream’’), and will be exchangeable for
individual Note Certificates (as defined below) only in the circumstances set out
therein.
2. Register, Title and Transfers
(a) Register: The Registrar will maintain a register (the ‘‘Register’’) in respect of
the Notes in accordance with the provisions of the Agency Agreement. In these
Conditions, the ‘‘Holder’’ of a Note means the person in whose name such Note
is for the time being registered in the Register (or, in the case of a joint holding,
the first named thereof) and ‘‘Noteholder’’ shall be construed accordingly. A
certificate (each, a ‘‘Note Certificate’’) will be issued to each Noteholder in
respect of its registered holding. Each Note Certificate will be numbered serially
with an identifying number which will be recorded in the Register.
(b) Title: The Holder of each Note shall (except as otherwise required by law or
ordered by a court of competent jurisdiction) be treated as the absolute owner
of such Note for all purposes (whether or not it is overdue and regardless of any
notice of ownership, trust or any other interest therein, any writing on the Note
Certificate relating thereto (other than the endorsed form of transfer) or any
69
notice of any previous loss or theft of such Note Certificate) and no person shall
be liable for so treating such Holder. Except as otherwise provided for in the
Trust Deed, no person shall have any right to enforce any term or condition of
the Notes, the Trust Deed or the Keepwell Deed under the Contracts (Rights of
Third Parties) Act 1999.
(c) Transfers: Subject to paragraphs 2(f) (Closed periods) and 2(g) (Regulations
concerning transfers and registration) below and the terms of the Agency
Agreement, a Note may be transferred upon surrender of the relevant Note
Certificate, with the endorsed form of transfer duly completed, at the Specified
Office of the Registrar or any Transfer Agent, together with such evidence as the
Registrar or (as the case may be) such Transfer Agent may require to prove the
title of the transferor and the authority of the individuals who have executed the
form of transfer; provided, however, that a Note may not be transferred unless
the principal amount of Notes transferred and (where not all of the Notes held
by a Holder are being transferred) the principal amount of the balance of Notes
not transferred are Authorised Denominations. Where not all the Notes
represented by the surrendered Note Certificate are the subject of the transfer,
a new Note Certificate in respect of the balance of the Notes will be issued to
the transferor.
Transfers of interests in the Notes evidenced by the Global Note Certificate will
be effected in accordance with the rules of the relevant clearing systems.
(d) Registration and delivery of Note Certificates: Within seven business days of
the surrender of a Note Certificate and provision of such evidence as the
Registrar or (as the case may be) the relevant Transfer Agent may require in
accordance with paragraph 2(c) (Transfers) above, the Registrar will register the
transfer in question and make available for collection a new Note Certificate of a
like principal amount to the Notes transferred to each relevant Holder at its
Specified Office or (as the case may be) the Specified Office of any Transfer
Agent or (at the request and risk of any such relevant Holder) by uninsured mail
(airmail if overseas) at the risk of the Holder to the address specified for the
purpose by such relevant Holder. In this paragraph, ‘‘business day’’ means a
day, excluding a Saturday, a Sunday and a public holiday, on which commercial
banks are open for general business (including dealings in foreign currencies) in
the city where the Registrar or (as the case may be) the relevant Transfer Agent
has its Specified Office.
(e) No charge: The transfer of a Note will be effected without charge by or on

behalf of the Issuer, the Registrar or any Transfer Agent but against such
indemnity, security or pre-funding as the Registrar or (as the case may be) such
Transfer Agent may require in respect of any tax or other duty of whatsoever
nature which may be levied or imposed in connection with such transfer.
(f) Closed periods: Noteholders may not require transfers to be registered during
(i) the period of 15 days ending on the due date for any payment of principal or
interest in respect of the Notes; (ii) after a Put Exercise Notice (as defined in
Condition 5(c) (Redemption for Change of Control)) has been deposited by such
70
Noteholder in respect of such Note pursuant to Condition 5(c) (Redemption for
Change of Control); and (iii) the period of 15 days ending on (and including) any
date on which Notes may be called for redemption by the Issuer at its option
pursuant to Condition 5(b) (Redemption for tax reasons).
(g) Regulations concerning transfers and registration: All transfers of Notes and
entries on the Register are subject to the detailed regulations concerning the
transfer of Notes scheduled to the Agency Agreement. The regulations may be
changed by the Issuer with the prior written approval of the Trustee and the
Registrar, or by the Registrar with the prior written approval of the Trustee. A
copy of the current regulations will be made available for inspection by the
Registrar to any Noteholder upon prior written request and satisfactory proof of
holding.
3. Covenants
(a) Negative Pledge: So long as any Note remains outstanding (as defined in the
Trust Deed), neither the Issuer nor the Guarantor shall, and the Guarantor shall
procure that none of its Subsidiaries will, create or permit to subsist any
Security Interest upon the whole or any part of its present or future undertaking,
assets or revenues (including uncalled capital) to secure any Relevant
Indebtedness or Guarantee of Relevant Indebtedness, without (a) at the same
time or prior thereto securing the Notes equally and rateably therewith or (b)
providing such other security for the Notes as the Trustee may in its absolute
discretion consider to be not materially less beneficial to the interests of the
Noteholders or as shall be approved by an Extraordinary Resolution (as defined
in the Trust Deed) of Noteholders.
(b) Notification to NDRC: The Issuer undertakes to file or cause to be filed with the
NDRC the requisite information and documents within the prescribed time
period after the Issue Date (as defined below) in accordance with the Circular on
Promoting the Reform of the Administrative System on the Issuance by
Enterprises of Foreign Debt Filings and Registrations (國家發展改革委關於推進企
業發行外債備案登記制管理改革的通知(發改外資[2015]2044號)) issued by the
NDRC and which came into effect on 14 September 2015, and any
implementation rules or guidelines as issued by the NDRC from time to time
(the ‘‘NDRC Post-issue Filing’’).
Each of the Issuer and the Guarantor shall comply with all applicable PRC laws
and regulations in connection with the issuance of the Notes and the Issuer
shall, within 14 calendar days after submission of such NDRC Post-issue Filing,
(i) provide the Trustee with a certificate (substantially in the form scheduled to
the Trust Deed) signed by a duly authorised signatory of the Issuer confirming
the submission of the NDRC Post-issue Filing (together with a copy of the
document(s) filed with the NDRC) and (ii) provide the Trustee and the Principal
Paying Agent with a notice confirming the submission of the NDRC Post-issue
Filing for dissemination to the Noteholders in accordance with Condition 15
(Notices) of the same.
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The Trustee shall have no obligation or duty to monitor or ensure (or otherwise
assist with) the filing or completion of the NDRC Post-issue Filing on or before
the deadline referred to above or to verify the accuracy, validity and/or
genuineness of any certificate, confirmation or other document in relation to or
in connection with the NDRC Post-issue Filing or to give notice to the
Noteholders confirming the submission of the NDRC Post-issue Filing, and shall
not be liable to Noteholders or any other person for not doing so.
(c) Limitation on Activities: So long as any Note remains outstanding,
(i) the Issuer shall not carry on any business activity whatsoever other than to
finance the operations of the Group through the offering, sale or issuance
of securities or borrowings of indebtedness or investing in or lending the
proceeds thereof to any member of the Group or as they may direct, and
any other activities incidental thereto; and
(ii) the Issuer shall not issue any equity interest, capital stock or shares other
than ordinary shares to the Guarantor and the Guarantor shall at all times
maintain direct or indirect ownership of 100 per cent. of the equity interest
in the Issuer.
(d) Financial Statements etc.: So long as any Note remains outstanding,
(i) the Issuer shall provide to the Trustee a Compliance Certificate of the
Issuer within 14 days of any written request by the Trustee and at the time
of the Audited Annual Financial Reports being made available to the
members of the Guarantor and in any event not later than 180 days after
the Relevant Period; and
(ii) the Guarantor shall (A) provide to the Trustee a Compliance Certificate of
the Guarantor within 14 days of any written request by the Trustee and at
the time of the Audited Annual Financial Reports being made available to
the members of the Guarantor and in any event not later than 180 days
after the Relevant Period; and (B) send to the Trustee as soon as
practicable after their date of publication and in the case of the Audited
Annual Financial Report and the Unaudited Semi-Annual Financial Report in
any event not more than 180 days of the end of each Relevant Period (x) a
copy of the relevant Audited Annual Financial Report in English prepared in
accordance with HKFRS, (y) a copy of the relevant Unaudited Semi-Annual
Financial Report in English prepared on a basis consistent with the Audited
Annual Financial Report and (z) every statement of financial position,
income statement, report or other notice, statement or circular issued (or
which under any legal or contractual obligation should be issued) to the
members or holders of debentures or creditors (or any class of them) of the
Issuer or the Guarantor generally in their capacity as such at the time of
the actual (or legally or contractually required) issue or publication thereof
and procure that the same are made available for inspection by
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Noteholders upon the prior written request and satisfactory proof of
holding at the Specified Offices of the Trustee as soon as practicable
thereafter.
The Trustee (i) shall be entitled to rely conclusively upon the certificates
mentioned above in this Condition 3(d), in which event the same shall be
conclusive and binding on the Noteholders, and the Trustee shall not be liable
to the Noteholders or any other person for such reliance and (ii) shall not be
required to review the relevant Audited Annual Financial Reports, Unaudited
Semi-Annual Financial Reports or any other financial reports or accounts
furnished or delivered to it as contemplated in this Condition 3(d) and, if the
same shall not be in the English language, shall not be required to request or
obtain or arrange for an English language translation of the same, and the
Trustee shall not be liable to any Noteholder or any other person for not doing
so.
In these Conditions:
‘‘Audited Annual Financial Reports’’ means the annual audited consolidated

balance sheet, consolidated income statement, consolidated statement of cash
flows and consolidated statement of changes in equity of the Guarantor and its
Subsidiaries together with any statements, reports (including any directors’ and
auditors’ reports) and notes attached to or intended to be read with any of
them;
‘‘Compliance Certificate’’ means a certificate substantially in the form set out

in the Trust Deed, signed by two Authorised Signatories of the Issuer and the
Guarantor, certifying that, to the best knowledge of the Issuer or the Guarantor,
as the case may be, up to a specified date not earlier than seven days prior to
the date of such certificate (the ‘‘Certified Date’’) the Issuer, the Guarantor and
the Company has complied with their respective obligations under the Trust
Deed, the Notes, the Keepwell Deed and the Agency Agreement (or, if such is
not the case, giving details of the circumstances of such non-compliance) and
that as at such date there did not exist nor had there existed at any time prior
thereto since the Certified Date in respect of the previous such certificate (or, in
the case of the first such certificate, since the date of the Trust Deed) any Event
of Default or Potential Event of Default or other matter which would affect the
Issuer’s, the Guarantor’s or (as the case may be) the Company’s ability to
perform its obligations under the Notes, the Trust Deed and the Keepwell Deed
or (if such is not the case) specifying the same;
‘‘Guarantee’’ means, in relation to any Indebtedness of any Person, any

obligation of another Person to pay such Indebtedness including (without
limitation):
(a) any obligation to purchase such Indebtedness;
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(b) any obligation to lend money, to purchase or subscribe shares or other
securities or to purchase assets or services in order to provide funds for
the payment of such Indebtedness;
(c) any indemnity against the consequences of a default in the payment of

such Indebtedness; and
(d) any other agreement to be responsible for such Indebtedness;
‘‘HKFRS’’ means Hong Kong Financial Reporting Standards;
‘‘Indebtedness’’ means any indebtedness of any Person for money borrowed or

raised including (without limitation) any indebtedness for or in respect of:
(a) amounts raised by acceptance under any acceptance credit facility;
(b) amounts raised under any note purchase facility;
(c) the amount of any liability in respect of leases or hire purchase contracts
which would, in accordance with applicable law and generally accepted
accounting principles, be treated as finance or capital leases;
(d) the amount of any liability in respect of any purchase price for assets or
services the payment of which is deferred for a period in excess of 60
days; and
(e) amounts raised under any other transaction (including, without limitation,
any forward sale or purchase agreement) having the commercial effect of a
borrowing;
‘‘NDRC’’ means the National Development and Reform Commission of the PRC
or its local counterparts;
‘‘Person’’ means any individual, company, corporation, firm, partnership, joint

venture, association, organisation, state or agency of a state or other entity,
whether or not having separate legal personality;
‘‘PRC’’ means the People’s Republic of China, which, for the purposes of these
Conditions, shall not include Hong Kong, the Macau Special Administrative
Region of the PRC and Taiwan;
‘‘Relevant Indebtedness’’ means any Indebtedness which is in the form of or

represented by any bond, note, debenture, debenture stock, loan stock,
certificate or other instrument which is, or is capable of being, listed, quoted or
traded on any stock exchange or in any securities market (including, without
limitation, any over-the-counter market) and shall not include any Indebtedness
incurred in the PRC;
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‘‘Relevant Period’’ means (a) in relation to each of the Audited Annual Financial
Reports and the Compliance Certificate, each period of twelve months ending
on the last day of the Guarantor’s financial year (being 31 December of that
financial year); and (b) in relation to the Unaudited Semi-Annual Financial
Reports, each period of six months ending on the last day of the Guarantor’s
first half financial year (being 30 June of that financial year);
‘‘Security Interest’’ means any mortgage, charge, pledge, lien or other security
interest including, without limitation, anything analogous to any of the foregoing
under the laws of any jurisdiction;
‘‘Subsidiary’’ means, in respect of the Issuer, the Guarantor or the Company,

any entity whose financial statements at any time are required by law or in
accordance with generally accepted accounting principles to be fully
consolidated with those of the Issuer, the Guarantor or the Company (as the
case may be); and
‘‘Unaudited Semi-Annual Financial Reports’’ means the semi-annual unaudited

but reviewed consolidated balance sheet, consolidated income statement,
consolidated statement of cash flows and consolidated statement of changes in
equity of the Guarantor and its Subsidiaries together with any statements,
reports (including any directors’ and auditors’ reports) and notes attached to or
intended to be read with any of them.
4. Interest
The Notes bear interest from 10 November 2020 (the ‘‘Issue Date’’) at the rate of
4.00 per cent. per annum (the ‘‘Rate of Interest’’), payable semi-annually in arrear on 10
May and 10 November in each year (each, an ‘‘Interest Payment Date’’), subject as
provided in Condition 6 (Payments).
Each Note will cease to bear interest from the due date for redemption unless, upon
due presentation, payment of principal is improperly withheld or refused, in which case it
will continue to bear interest at such rate (both before and after judgment) until whichever
is the earlier of (a) the day on which all sums due in respect of such Note up to that day
are received by or on behalf of the relevant Noteholder and (b) the day which is seven
days after the Principal Paying Agent or the Trustee has notified the Noteholders that it
has received all sums due in respect of the Notes up to such seventh day (except to the
extent that there is any subsequent default in payment).
The amount of interest payable on each Interest Payment Date shall be U.S.$20.00 in
respect of each Note of U.S.$1,000 denomination. If interest is required to be paid in
respect of a Note on any other date, it shall be calculated by applying the Rate of Interest
to the Calculation Amount, multiplying the product by the relevant Day Count Fraction,
rounding the resulting figure to the nearest cent (half a cent being rounded upwards) and
multiplying such rounded figure by a fraction equal to the Authorised Denomination of
such Note divided by the Calculation Amount, where ‘‘Calculation Amount’’means
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U.S.$1,000 and ‘‘Day Count Fraction’’means, in respect of any period, the number of
days in the relevant period divided by 360 (the number of days to be calculated on the
basis of a year of 360 days with 12 30-day months).
5. Redemption and Purchase
(a) Scheduled redemption: Unless previously redeemed, or purchased and

cancelled, the Notes will be redeemed at their principal amount on 10
November 2025, subject as provided in Condition 6 (Payments).
(b) Redemption for tax reasons: The Notes may be redeemed at the option of the
Issuer in whole, but not in part, at any time, on giving not less than 30 nor more
than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at
their principal amount, together with interest accrued to (but excluding) the date
fixed for redemption, if, immediately before giving such notice, the Issuer
satisfies the Trustee that:
(i) (A) the Issuer has or will become obliged to pay Additional Amounts as
provided or referred to in Condition 7 (Taxation) as a result of any change
in, or amendment to, the laws or regulations of the British Virgin Islands,
Hong Kong or the PRC or any political subdivision or any authority thereof
or therein having power to tax, or any change in the application or official
interpretation of such laws or regulations (including a holding by a court of
competent jurisdiction), which change or amendment becomes effective on
or after 28 October 2020; and (B) such obligation cannot be avoided by the
Issuer taking reasonable measures available to it; or
(ii) (A) the Guarantor has or (if a demand was made under the Guarantee of the
Notes) would become obliged to pay Additional Amounts as provided or
referred to in Condition 7 (Taxation) or the Guarantee of the Notes, as the
case may be, as a result of any change in, or amendment to, the laws or
regulations of Hong Kong or the PRC or any political subdivision or any
authority thereof or therein having power to tax, or any change in the
application or official interpretation of such laws or regulations (including a
holding by a court of competent jurisdiction), which change or amendment
becomes effective on or after 28 October 2020; and (B) such obligation
cannot be avoided by the Guarantor taking reasonable measures available
to it,
provided, however, that no such notice of redemption shall be given earlier than
90 days prior to the earliest date on which the Issuer or the Guarantor would be
obliged to pay such Additional Amounts if a payment in respect of the Notes
were then due or (as the case may be) a demand under the Guarantee of the
Notes were then made.
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Prior to the publication of any notice of redemption pursuant to this Condition
5(b), the Issuer shall deliver or procure that there is delivered to the Trustee:
(A) a certificate signed by two directors of the Issuer stating that the
circumstances referred to in (i)(A) and (i)(B) above prevail and setting out
the details of such circumstances or (as the case may be) a certificate
signed by two directors of the Guarantor stating that the circumstances
referred to in (ii)(A) and (ii)(B) above prevail and setting out details of such
circumstances; and
(B) an opinion in form and substance satisfactory to the Trustee of

independent legal or tax advisers of recognised standing to the effect that
the Issuer or (as the case may be) the Guarantor has or will become
obliged to pay such additional amounts as a result of such change or
amendment.
The Trustee shall be entitled but not be obliged to accept and rely upon (without
further enquiry) such certificate and opinion as sufficient evidence of the
satisfaction of the circumstances set out in (i)(A) and (i)(B) or (as the case may
be) (ii)(A) and (ii)(B) above, in which event they shall be conclusive and binding
on the Noteholders and the Trustee shall be protected and shall have no liability
to any Noteholder or any other person for so accepting and relying on such
certificate or opinion.
Upon the expiry of any such notice period as is referred to in this Condition 5(b),
the Issuer shall be bound to redeem the Notes in accordance with this Condition
5(b).
(c) Redemption for Change of Control: At any time following the occurrence of a
Change of Control, the holder of any Note will have the right, at such holder’s
option, to require the Issuer to redeem all, but not some only, of that holder’s
Notes on the Put Settlement Date at 101 per cent. of their principal amount,
together with accrued interest up to (but excluding) such Put Settlement Date.
To exercise such right, the holder of the relevant Note must deposit at the
Specified Office of any Paying Agent a duly completed and signed notice of
redemption, in the form for the time being current, obtainable from the Specified
Office of any Paying Agent (a ‘‘Put Exercise Notice’’), together with the Note
Certificates evidencing the Notes to be redeemed by not later than 30 days
following a Change of Control, or, if later, 30 days following the date upon
which notice thereof is given to Noteholders by the Issuer in accordance with
Condition 15 (Notices). The ‘‘Put Settlement Date’’ shall be the 14th day after
the expiry of such period of 30 days as referred to above in this Condition 5(c).
A Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall
redeem the Notes which are the subject of the Put Exercise Notices delivered as
aforesaid on the Put Settlement Date.
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The Issuer shall give notice to Noteholders in accordance with Condition 15
(Notices) and to the Trustee and the Principal Paying Agent in writing by not
later than 14 days following the first day on which it becomes aware of the
occurrence of a Change of Control, which notice shall specify the procedure for
exercise by holders of their rights to require redemption of the Notes pursuant
to this Condition 5(c).
In this Condition 5(c):
a ‘‘Change of Control’’ occurs when:
(i) the Controlling Persons (other than the Company) ceases to, whether
singly or in combination, have direct or indirect Control of the Company; or
(ii) (1) the Company ceases to directly or indirectly through its controlled
corporations hold at least 40 per cent. of the issued share capital of the
Guarantor, or (2) the Company, together with its controlled corporations,
ceases to be the single largest shareholder of the Guarantor. The
percentage of interest in the Guarantor held by the Company as referred to
in this paragraph 5(c)(ii)) shall be calculated and determined in accordance
with Part XV of the Securities and Futures Ordinance (Cap. 571) of Hong
Kong; or
(iii) the Company ceases to have Management Control of the Guarantor; or
(iv) the Guarantor ceases to directly or indirectly hold or own all of the issued
share capital of the Issuer; or
(v) the Guarantor consolidates with or merges into or sells or transfers all or a
substantially all of the Guarantor’s assets to any Person or Persons other
than one or more Controlling Persons, unless the consolidation, merger,
sale or transfer will not result in the other Person or Persons acquiring
Control over the Guarantor or the successor entity.
‘‘Control’’ means (where applicable) in relation to (1) the Company and any
other person (other than the Guarantor), (i) the ownership, acquisition or control
of more than 50 per cent. of the voting rights of the issued share capital of that
person, or (ii) the right to appoint and/or remove all or the majority of the
members of that person’s board of directors or other governing body, whether
obtained directly or indirectly, and whether obtained by ownership of share
capital, the possession of voting rights, contract or otherwise and; (2) the
Guarantor, (i) the ownership, acquisition or control of more than 40 per cent. of
the voting rights of the issued share capital of the Guarantor, or (ii) the right to
appoint and/or remove all or the majority of the members of the Guarantor’s
board of directors or other governing body, whether obtained directly or
indirectly, and whether obtained by ownership of share capital, the possession
of voting rights, contract or otherwise.
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a company or corporation is a ‘‘controlled corporation’’ of another company or
corporation if the second mentioned company or corporation controls, directly
or indirectly, one-third or more of the voting power at general meetings of the
first mentioned company or corporation, or if first mentioned company or
corporation or its directors are accustomed to act in accordance with the
directions of the second mentioned company or corporation.
‘‘Controlling Person’’ means each of (i) the government of the PRC, (ii) the
State-owned Assets Supervision and Administration Commission of the State
Council of the PRC (‘‘SASAC’’) and the enterprises directly or indirectly wholly-
owned by it, (iii) the Company, or (iv) Persons under the Control of the
government of the PRC, and together, the ‘‘Controlling Persons’’.
‘‘Management Control’’ in relation to a company, corporation or entity means

the ability to direct the affairs of, and to control the composition of the board of
directors or equivalent body of, such company, corporation or entity (including
without limitation the right to appoint and remove the directors or equivalent
officers of such company, corporation or entity).
(d) No other redemption: The Issuer shall not be entitled to redeem the Notes
otherwise than as provided in paragraphs 5(a) (Scheduled redemption) to 5(c)
(Redemption for Change of Control) above.
(e) Purchase: The Issuer, the Guarantor or any of their respective Subsidiaries or
affiliates may at any time purchase Notes in the open market or otherwise and
at any price.
(f) Cancellation: All Notes so redeemed or purchased by the Issuer, the Guarantor
or any of their respective Subsidiaries or affiliates shall be cancelled and may
not be reissued or resold.
(g) Calculations: Neither the Trustee nor any of the Agents shall be responsible for
calculating or verifying the calculations of any amount payable under any notice
of redemption and shall not be liable to the Noteholders or any other person for
not doing so.
(h) No duty to monitor: Neither the Trustee nor any of the Agents shall be obliged
to take any steps to ascertain whether a Change of Control or Event of Default
has occurred or to monitor the occurrence of any Change of Control or Event of
Default, and shall not be liable to the Noteholders or any other person for not
doing so.
6. Payments
(a) Principal: Payments of principal shall be made in U.S. dollars on, or, upon
application by a Holder of a Note to the Specified Office of the Principal Paying
Agent not later than the fifteenth day before the due date for any such payment,
by transfer to a U.S. dollar account maintained by the payee with a bank and (in
79
the case of redemption) upon surrender (or, in the case of part payment only,
endorsement) of the relevant Note Certificates at the Specified Office of any
Paying Agent.
(b) Interest: Payments of interest shall be made in U.S. dollars on, or upon
application by a Holder of a Note to the Specified Office of the Principal Paying
Agent not later than the fifteenth day before the due date for any such payment,
by transfer to a U.S. dollar account maintained by the payee with a bank and (in
the case of interest payable on redemption) upon surrender (or, in the case of
part payment only, endorsement) of the relevant Note Certificates at the
Specified Office of any Paying Agent.
(c) Payments subject to fiscal laws: All payments in respect of the Notes are
subject in all cases to (i) any applicable fiscal or other laws and regulations in
the place of payment, but without prejudice to the provisions of Condition 7
(Taxation) and (ii) any withholding or deduction required pursuant to an
agreement described in Section 1471(b) of the U.S. Internal Revenue Code of
1986, as amended (the ‘‘Code’’) or otherwise imposed pursuant to Sections
1471 through 1474 of the Code, any regulations or agreements thereunder, any
official interpretations thereof, or (without prejudice to the provisions of
Condition 7 (Taxation)) any law implementing an intergovernmental approach
thereto. No commissions or expenses shall be charged to the Noteholders in
respect of such payments.
(d) Payments on business days: Payment instructions (for value the due date, or, if
the due date is not a business day, for value the next succeeding business day)
will be initiated (i) (in the case of payments of principal and interest payable on
redemption) on the later of the due date for payment and the day on which the
relevant Note Certificate is surrendered (or, in the case of part payment only,
endorsed) at the Specified Office of a Paying Agent and (ii) (in the case of
payments of interest payable other than on redemption) on the due date for
payment. A Holder of a Note shall not be entitled to any interest or other
payment in respect of any delay in payment resulting from (A) the due date for a
payment not being a business day. In this paragraph (d), ‘‘business day’’ means
any day, other than a Saturday and a Sunday, on which commercial banks are
open for general business (including dealings in foreign currencies) in New York
City and Hong Kong and, in the case of surrender (or, in the case of part
payment only, endorsement) of a Note Certificate, in the place in which the Note
Certificate is surrendered (or, as the case may be, endorsed).
(e) Partial payments: If a Paying Agent makes a partial payment in respect of any
Note, the Issuer shall procure that the amount and date of such payment are
noted on the Register and, in the case of partial payment upon presentation of a
Note Certificate, that a statement indicating the amount and the date of such
payment is endorsed on the relevant Note Certificate.
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(f) Record date: Each payment in respect of a Note will be made to the person
shown as the Holder in the Register at the close of business in the place of the
Registrar’s Specified Office on the fifteenth day before the due date for such
payment (the ‘‘Record Date’’).
So long as the Global Note Certificate is held on behalf of Euroclear,

Clearstream or any other clearing system, each payment in respect of the Global
Note Certificate will be made to the person shown as the holder in the Register
at the close of business of the relevant clearing system on the Clearing System
Business Day before the due date for such payments, where ‘‘Clearing System
Business Day’’ means a weekday (Monday to Friday, inclusive) except 25
December and 1 January.
7. Taxation
All payments of principal and interest in respect of the Notes by or on behalf of the
Issuer or the Guarantor shall be made free and clear of, and without withholding or
deduction for or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or assessed
by or on behalf of the British Virgin Islands, Hong Kong or the PRC or any political
subdivision thereof or any authority therein or thereof having power to tax, unless the
withholding or deduction of such taxes, duties, assessments or governmental charges is
required by law.
Where such withholding or deduction is made by the Issuer or the Guarantor as a

result of the Issuer or the Guarantor being deemed by PRC tax authorities to be a PRC tax
resident at the rate of up to and including the rate applicable on 28 October 2020 (the
‘‘Applicable Rate’’), the Issuer or (as the case may be) the Guarantor will increase the
amounts paid by it to the extent required, so that the net amount received by Noteholders
equals the amounts which would otherwise have been receivable by them had no such
withholding or deduction been required.
In that event the Issuer or (as the case may be) the Guarantor is required to make a
deduction or withholding (i) by or within the PRC, in excess of the Applicable Rate; or (ii)
by or within the British Virgin Islands or Hong Kong, the Issuer or (as the case may be) the
Guarantor shall pay such additional amounts (the ‘‘Additional Amounts’’) as will result in
receipt by the Noteholders after such withholding or deduction of such amounts as would
have been received by them had no such withholding or deduction been required, except
that no such Additional Amounts shall be payable in respect of any Note:
(a) held by or on behalf of a Holder which is liable to such taxes, duties,

assessments or governmental charges in respect of such Note by reason of its
having some connection with the British Virgin Islands, Hong Kong or the PRC
other than the mere holding of the Note; or
(b) where (in the case of a payment of principal or interest on redemption) the
relevant Note Certificate is surrendered for payment more than 30 days after the
Relevant Date except to the extent that the relevant Holder would have been
entitled to such Additional Amounts if it had surrendered the relevant Note
Certificate on the last day of such period of 30 days.
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In these Conditions, ‘‘Relevant Date’’means whichever is the later of (1) the date on
which the payment in question first becomes due and (2) if the full amount payable has
not been received in New York by the Principal Paying Agent or the Trustee on or prior to
such due date, the date on which (the full amount having been so received) notice to that
effect has been given to the Noteholders.
Any reference in these Conditions to principal or interest shall be deemed to include

any additional amounts in respect of principal or interest (as the case may be) which may
be payable under this Condition 7 or any undertaking given in addition to or in substitution
of this Condition 7 pursuant to the Trust Deed.
If the Issuer or the Guarantor becomes subject at any time to any taxing jurisdiction
other than the British Virgin Islands, Hong Kong or the PRC, references in these
Conditions to the British Virgin Islands, Hong Kong and the PRC shall be construed as
references to the British Virgin Islands, Hong Kong and the PRC and/or such other
jurisdiction.
Neither the Trustee nor any Agent shall be responsible for paying any tax, duty,
charges, withholding or other payment referred to in this Condition 7 or for determining
whether such amounts are payable or the amount thereof, and shall not be responsible or
liable for any failure by the Issuer, the Guarantor, the Noteholders or any other person to
pay such tax, duty, charges, withholding or other payment.
8. Events of Default
If any of the following events occurs, then the Trustee at its sole discretion may and,
if so requested in writing by Holders of at least 20 per cent. of the aggregate principal
amount of the Notes then outstanding or if so directed by an Extraordinary Resolution,
shall (subject to the Trustee having been indemnified and/or pre-funded and/or provided
with security to its satisfaction) give written notice to the Issuer declaring the Notes to be
immediately due and payable, whereupon they shall become immediately due and payable
at their principal amount (if applicable) together with accrued interest without further
action or formality:
(a) Non-payment: the Issuer fails to pay any amount of principal in respect of the
Notes on the due date for payment thereof or fails to pay any amount of interest
in respect of the Notes on the due date for payment thereof and, in the case of
interest, such failure continues for a period of 14 days; or
(b) Breach of other obligations: the Issuer, the Guarantor or the Company defaults
in the performance or observance of any of its other obligations under or in
respect of the Notes, the Trust Deed or the Keepwell Deed (other than those the
breach of which would give rise to a right of redemption pursuant to Condition
5(c) (Redemption for Change of Control)) and such default (i) is incapable of
remedy or (ii) being a default which is capable of remedy, remains unremedied
for 30 days after the Trustee has given written notice thereof to the Issuer and
the Guarantor; or
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(c) Cross-default of Issuer, the Guarantor, the Company or Subsidiary:
(i) any Indebtedness of the Issuer, the Guarantor, the Company or any of their
respective Subsidiaries is not paid when due or (as the case may be) within
any originally applicable grace period;
(ii) any such Indebtedness becomes (or becomes capable of being declared)
due and payable prior to its stated maturity by reason of any default, event
of default, potential default or similar event in respect of the terms thereof;
or
(iii) the Issuer, the Guarantor, the Company or any of their respective
Subsidiaries fails to pay when due any amount payable by it under any
Guarantee of any Indebtedness;
provided that the amount of Indebtedness referred to in sub-paragraph (i) and/or

sub-paragraph (ii) above and/or the amount payable under any Guarantee
referred to in sub-paragraph (iii) above, individually or in the aggregate, exceeds
U.S.$25,000,000 (or its equivalent in any other currency or currencies); or
(d) Enforcement proceedings: a distress, attachment, execution or other legal

process is levied, enforced or sued out on or against any material part of the
property, assets or revenues of the Issuer, the Guarantor or the Company or any
of their respective Principal Subsidiaries and is not discharged or stayed within
30 days; or
(e) Security enforced: a secured party takes possession, or a receiver, manager or

other similar officer is appointed, of the whole or any material part of the
undertaking, assets and revenues of the Issuer, the Guarantor, the Company or
any of their respective Principal Subsidiaries and such action is not discharged
within 30 days; or
(f) Insolvency, etc.: (i) the Issuer, the Guarantor, the Company or any of their
respective Principal Subsidiaries becomes insolvent or is unable to pay its debts
as they fall due, (ii) an administrator or liquidator is appointed (or application for
any such appointment is made) in respect of the Issuer, the Guarantor, the
Company or any of their respective Principal Subsidiaries or the whole or any
material part of the undertaking, assets and revenues of the Issuer, the
Guarantor, the Company or any of their respective Principal Subsidiaries, (iii)
the Issuer, the Guarantor, the Company or any of their respective Principal
Subsidiaries takes any action for a readjustment or deferment of any of its
obligations or makes a general assignment or an arrangement or composition
with or for the benefit of its creditors or declares a moratorium in respect of any
of its Indebtedness or any Guarantee of any Indebtedness given by it or (iv) the
Issuer, the Guarantor, the Company or any of their respective Principal
Subsidiaries ceases or threatens to cease to carry on all or any substantial part
of its business (otherwise than, in the case of a Principal Subsidiary, for the
purposes of or pursuant to a reconstruction, amalgamation, reorganisation,
merger, consolidation or restructuring while solvent); or
83
(g) Winding up, etc.: an order is made or an effective resolution is passed for the
winding up, liquidation or dissolution of the Issuer, the Guarantor, the Company
or any of their respective Principal Subsidiaries, except for the purpose of or
pursuant to a reconstruction, amalgamation, reorganisation, merger,
consolidation or restructuring (i) on terms approved by an Extraordinary
Resolution of the Noteholders, or (ii) in the case of a Principal Subsidiary,
whereby the undertaking and assets of such Principal Subsidiary are transferred
to or otherwise vested in the Issuer, the Guarantor, the Company (as the case
may be) or another of their respective Principal Subsidiaries; or
(h) Nationalisation: all or any substantial part of the undertaking, assets and
revenues of the Issuer, the Guarantor, the Company or any of their respective
Principal Subsidiaries is condemned, seized or otherwise appropriated by any
person acting under the authority of any national, regional or local government;
or
(i) Analogous event: any event occurs which under the laws of the British Virgin
Islands, Hong Kong or the PRC has an analogous effect to any of the events
referred to in paragraphs 8(d) (Enforcement proceedings) to (h) (Nationalisation)
above; or
(j) Failure to take action, etc.: any action, condition or thing at any time required
to be taken, fulfilled or done in order (i) to enable the Issuer, the Guarantor and
the Company lawfully to enter into, exercise their respective rights and perform
and comply with their respective obligations under and in respect of the Notes,
the Trust Deed or the Keepwell Deed, (ii) to ensure that those obligations are
legal, valid, binding and enforceable and (iii) to make the Note Certificates, the
Trust Deed and the Keepwell Deed admissible in evidence in the courts of the
British Virgin Islands, Hong Kong or the PRC is not taken, fulfilled or done; or
(k) Unlawfulness: it is or will become unlawful for the Issuer, the Guarantor or the
Company to perform or comply with any of its respective obligations under or in
respect of the Notes, the Trust Deed or the Keepwell Deed; or
(l) Keepwell Deed not in force: the Keepwell Deed is not (or is claimed by the
Company not to be) in full force and effect or the Keepwell Deed is modified,
amended or termination other than strictly in accordance with its terms; or
(m) Guarantee not in force: the Guarantee of the Notes is not (or is claimed by the
Guarantor not to be) in full force and effect.
In this Condition 8:
‘‘Principal Subsidiary’’ means, in relation to the Issuer, the Guarantor or the

Company, at any time, each Subsidiary of the Issuer, the Guarantor or the Company,
as the case may be:
(i) whose profits from ordinary activities before taxation (‘‘pre-tax profit’’) or (in the
case of a Subsidiary which itself has subsidiaries) consolidated pre-tax profit, as
shown by its latest audited income statement are at least five per cent. of the
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consolidated pre-tax profit as shown by the latest published audited
consolidated income statement of the Issuer and its Subsidiaries (the ‘‘Issuer
Group’’), the Guarantor and its Subsidiaries (the ‘‘Guarantor Group’’) or the
Company and its Subsidiaries (the ‘‘Company Group’’), as the case may be,
including, for the avoidance of doubt, the Issuer, the Guarantor or the Company,
as the case may be, and their respective consolidated Subsidiaries’ share of
profits of Subsidiaries not consolidated and of jointly controlled entities and
after adjustments for minority interests; or
(ii) whose gross revenue or (in the case of a Subsidiary which itself has
subsidiaries) revenue, as shown by its latest audited income statement are at
least five per cent. of the gross revenue as shown by the latest published
audited consolidated income statement of the Issuer Group, the Guarantor
Group or the Company Group, as the case may be, including, for the avoidance
of doubt, the Issuer, the Guarantor or the Company, as the case may be, and
their respective consolidated Subsidiaries’ gross revenue of Subsidiaries not
consolidated and of jointly controlled entities and after adjustments for minority
interests; or
(iii) whose gross assets or (in the case of a Subsidiary which itself has subsidiaries)
consolidated gross assets, as shown by its latest audited balance sheet are at
least three per cent. of the amount which equals the amount included in the
consolidated gross assets of the Issuer Group, the Guarantor Group or the
Company Group, as the case may be, as shown by the latest published audited
consolidated balance sheet of the Issuer Group, the Guarantor Group or the
Company Group, as the case may be, as being represented by the investment
of the Issuer, the Guarantor or the Company, as the case may be, in each
Subsidiary whose accounts are not consolidated with the consolidated audited
accounts of the Issuer, the Guarantor or the Company, as the case may be, and
after adjustment for minority interests; or
(iv) to which is transferred the whole or substantially the whole of the assets of a
Subsidiary which immediately prior to such transfer was a Principal Subsidiary,
provided that the Principal Subsidiary which so transfers its assets shall
forthwith upon such transfer cease to be a Principal Subsidiary and the
Subsidiary to which the assets are so transferred shall cease to be a Principal
Subsidiary at the date on which the first published audited accounts
(consolidated, if appropriate), of the Issuer, the Guarantor or the Company, as
the case may be, prepared as of a date later than such transfer are issued
unless such Subsidiary would continue to be a Principal Subsidiary on the basis
of such accounts by virtue of the provisions of paragraphs (i), (ii) or (iii) above of
this definition;
85
provided that, in relation to paragraphs (i), (ii) and (iii) above:
(1) in the case of a corporation or other business entity becoming a Subsidiary after
the end of the financial period to which the latest consolidated audited accounts
of the Issuer, the Guarantor or the Company, as the case may be, relate, the
reference to the then latest consolidated audited accounts of the Issuer, the
Guarantor or the Company, as the case may be, for the purposes of the
calculation above shall, until consolidated audited accounts of the Issuer, the
Guarantor or the Company, as the case may be, for the financial period in which
the relevant corporation or other business entity becomes a Subsidiary are
published be deemed to be a reference to the then latest consolidated audited
accounts of the Issuer, the Guarantor or the Company, as the case may be,
adjusted to consolidate the latest audited accounts (consolidated in the case of
a Subsidiary which itself has subsidiaries) of such Subsidiary in such accounts;
(2) if at any relevant time in relation to the Issuer, the Guarantor or the Company,
as the case may be, or any Subsidiary which itself has subsidiaries no
consolidated accounts are prepared and audited, the pre-tax profits, gross
revenue or gross assets of the Issuer, the Guarantor or the Company, as the
case may be, and/or any such Subsidiary shall be determined on the basis of
pro forma consolidated accounts prepared for this purpose by the Issuer, the
Guarantor or the Company, as case may be, which are reviewed by their
respective auditors;
(3) if at any relevant time in relation to any Subsidiary, no accounts are audited, its
pre-tax profits, gross revenue or gross assets (consolidated, if appropriate) shall
be determined on the basis of pro forma accounts (consolidated, if appropriate)
of the relevant Subsidiary prepared for this purpose by the Issuer, the Guarantor
or the Company, as the case may be, which are reviewed by its auditors; and
(4) if the accounts of any subsidiary (not being a Subsidiary referred to in proviso
(1) above) are not consolidated with those of the Issuer, the Guarantor or the
Company, as the case may be, then the determination of whether or not such
subsidiary is a Principal Subsidiary shall be based on a pro forma consolidation
of its accounts (consolidated, if appropriate) with the consolidated accounts
(determined on the basis of the foregoing) of the Issuer, the Guarantor or the
Company, as the case may be.
Subject to compliance with the requirement set forth below, a certificate prepared
and signed by two duly authorised officers of the Issuer, the Guarantor or the Company,
as the case may be, that in their opinion, a Subsidiary of the Issuer, the Guarantor or the
Company, as the case may be, is or is not, or was or was not, a Principal Subsidiary of
the Issuer, the Guarantor or the Company, as the case may be, shall, in the absence of
manifest error, be conclusive and binding on the Noteholders and all parties.
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9. Prescription
Claims for principal and interest on redemption shall become void unless the relevant
Note Certificates are surrendered for payment within ten years of the appropriate Relevant
Date.
10. Replacement of Note Certificates
If any Note Certificate is lost, stolen, mutilated, defaced or destroyed, it may be

replaced at the Specified Office of the Registrar, subject to all applicable laws and stock
exchange requirements, upon payment by the claimant of the expenses incurred in
connection with such replacement and on such terms as to evidence, security, indemnity
and otherwise as the Issuer, the Registrar or the relevant Transfer Agent may require.
Mutilated or defaced Note Certificates must be surrendered before replacements will be
issued.
11. Trustee and Agents
Under the Trust Deed, the Trustee is entitled to be indemnified and/or provided with
security and/or pre-funded and relieved from responsibility in certain circumstances and to
be paid its costs and expenses in priority to the claims of the Noteholders. In addition, the
Trustee, the Agents and their respective directors and officers is entitled to enter into
business transactions with the Issuer, the Guarantor, the Company and any entity relating
to the Issuer, the Guarantor and the Company without accounting for any profit.
In the exercise of its powers and discretions under these Conditions, the Trust Deed
and the Keepwell Deed, the Trustee will have regard to the interests of the Noteholders as
a class and will not be responsible for any consequence for individual Holders of Notes as
a result of such Holders being connected in any way with a particular territory or taxing
jurisdiction.
The Trustee shall not be under any obligation to monitor compliance with the
provisions of the Trust Deed, the Agency Agreement, the Keepwell Deed or these
Conditions. None of the Trustee or any of the Agents shall be responsible for the
performance by the Issuer, the Guarantor, the Company or any other person appointed by
the Issuer in relation to the Notes of the duties and obligations on their part expressed in
respect of the same and, unless it has express written notice from the Issuer, the
Guarantor or the Company to the contrary, the Trustee and each Agent shall assume that
the same are being duly performed.
None of the Trustee or any Agent shall be liable to any Noteholder or any other
person for any action taken by the Trustee or such Agent in accordance with the
instructions of the Noteholders. The Trustee shall be entitled to rely on any direction,
request or resolution of Noteholders given by holders of the requisite principal amount of
Notes outstanding or passed at a meeting of Noteholders convened and held in
accordance with the Trust Deed. Notwithstanding anything to the contrary in the Notes,
the Trust Deed, the Agency Agreement and/or the Keepwell Deed, whenever the Trustee is
required or entitled by the terms of the Trust Deed, the Agency Agreement, the Keepwell
Deed or these Conditions to exercise any discretion or power, take any action, make any
decision or give any direction or certification, the Trustee is entitled, prior to its exercising
87
any such discretion or power, taking any such action, making any such decision or
certification, or giving any such direction to seek directions or clarification of directions
from the Noteholders by way of an Extraordinary Resolution and to be indemnified and/or
provided with security and/or pre-funded to its satisfaction against all action, proceedings,
claims and demands to which it may be or become liable and all costs, charges, damages
expenses (including but not limited to legal expenses) and liabilities which may be incurred
by it in connection therewith, and the Trustee is not responsible for any loss or liability
incurred by any person as a result of any delay in it exercising such discretion or power,
taking such action, making such decision or certification, or giving such direction where
the Trustee is seeking such directions or clarification of directions from the Noteholders or
in the event that no such directions or clarifications are received.
The Trustee may rely without liability to Noteholders on a report, confirmation or

certificate or any advice of any lawyers, accountants, financial advisers, financial
institution or any other expert, whether or not addressed to it and whether their liability in
relation thereto is limited (by its terms or by any engagement letter relating thereto or in
any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee
may accept and shall be entitled to rely on any such report, confirmation or certificate or
advice and such report, confirmation or certificate or advice shall be binding (to the extent
applicable) on the Issuer, the Guarantor, the Company, the Trustee and the Noteholders.
In acting under the Agency Agreement and in connection with the Notes, the Agents
act solely as agents of the Issuer, the Guarantor and (to the extent provided therein) the
Trustee and do not assume any obligations towards or fiduciary relationship of agency or
trust for or with any of the Noteholders.
The initial Agents and their initial Specified Offices are listed below. The Issuer and
the Guarantor reserve the right (with the prior approval of the Trustee) at any time to vary
or terminate the appointment of any Agent and to appoint a successor principal paying
agent or registrar and additional or successor paying agents and transfer agents;
provided, however, that the Issuer and the Guarantor shall at all times maintain a principal
paying agent and a registrar.
Notice of any change in any of the Agents or in their Specified Offices shall promptly
be given to the Noteholders.
12. Meetings of Noteholders; Modification and Waiver
(a) Meetings of Noteholders: The Trust Deed contains provisions for convening
meetings of Noteholders to consider matters relating to the Notes, including the
modification of any provision of these Conditions, the Agency Agreement, the
Trust Deed or the Keepwell Deed. Any such modification may be made if
sanctioned by an Extraordinary Resolution. Such a meeting may be convened
by the Issuer and the Guarantor (acting together) or by the Trustee and shall be
convened by the Trustee upon the request in writing of Noteholders holding not
less than one-tenth of the aggregate principal amount of the outstanding Notes
and subject to the Trustee being indemnified and/or secured and/or pre-funded
to its satisfaction against all costs and expenses. The quorum at any meeting
convened to vote on an Extraordinary Resolution will be two or more persons
88
holding or representing one more than half of the aggregate principal amount of
the outstanding Notes or, at any adjourned meeting, two or more persons being
or representing Noteholders whatever the principal amount of the Notes held or
represented; provided, however, that certain proposals (including any proposal
to change any date fixed for payment of principal or interest in respect of the
Notes, to reduce the amount of principal or interest payable on any date in
respect of the Notes, to alter the method of calculating the amount of any
payment in respect of the Notes or the date for any such payment, to change
the currency of payments under the Notes, to amend the terms of the Keepwell
Deed or to change the quorum requirements relating to meetings or the majority
required to pass an Extraordinary Resolution (each, a ‘‘Reserved Matter’’)) may
only be sanctioned by an Extraordinary Resolution passed at a meeting of
Noteholders at which two or more persons holding or representing not less than
three-quarters or, at any adjourned meeting, one quarter of the aggregate
principal amount of the outstanding Notes form a quorum. Any Extraordinary
Resolution duly passed at any such meeting shall be binding on all the
Noteholders, whether present or not.
In addition, a resolution in writing signed by or on behalf of Noteholders holding

not less than 90 per cent. of the aggregate principal amount of Notes
outstanding and who for the time being are entitled to receive notice of a
meeting of Noteholders under the Trust Deed will take effect as if it were an
Extraordinary Resolution. Such a resolution in writing may be contained in one
document or several documents in the same form, each signed by or on behalf
of one or more Noteholders.
So long as the Notes are represented by the Global Note Certificate,

Extraordinary Resolution includes a consent given by way of electronic consents
through the relevant clearing system(s) (in a form satisfactory to the Trustee) by
or on behalf of all the Noteholders of not less than 90 per cent. in aggregate
principal amount of the Notes for the time being outstanding.
(b) Modification and waiver: The Trustee may, but shall not be obligated to,
without the consent of the Noteholders, agree to any modification of these
Conditions or the Trust Deed or the Keepwell Deed (other than in respect of a
Reserved Matter) which is, in the opinion of the Trustee not materially prejudicial
to the interests of Noteholders and to any modification of the Notes, the Trust
Deed or the Keepwell Deed which is of a formal, minor or technical nature or is
to correct a manifest error.
In addition, the Trustee may, but shall not be obligated to, without the consent
of the Noteholders, authorise or waive any proposed breach or breach of the
Notes, the Trust Deed (other than a proposed breach or breach relating to the
subject of a Reserved Matter) or the Keepwell Deed if, in the opinion of the
Trustee, the interests of the Noteholders will not be materially prejudiced
thereby.
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Unless the Trustee agrees otherwise, any such authorisation, waiver or
modification shall be promptly notified by the Issuer to the Noteholders as soon
as practicable thereafter.
13. Enforcement
The Trustee may at any time, at its absolute discretion and without notice, institute
such proceedings as it thinks fit to enforce its rights under the Trust Deed and the
Keepwell Deed in respect of the Notes, but it shall not be bound to do so unless:
(a) it has been so requested in writing by the Holders of at least one quarter of the
aggregate principal amount of the outstanding Notes or has been so directed by
an Extraordinary Resolution; and
(b) it has been indemnified and/or pre-funded and/or provided with security to its
satisfaction.
No Noteholder may proceed directly against the Issuer, the Guarantor and/or the
Company unless the Trustee, having become bound to do so, fails to do so within a
reasonable time and such failure is continuing.
14. Further Issues
The Issuer may from time to time, without the consent of the Noteholders and in
accordance with the Trust Deed, create and issue further notes having the same terms
and conditions as the Notes in all respects (or in all respects except for the first payment
of interest and the timing for registering and completing the NDRC Post-issue Filing) so as
to form a single series with the Notes provided that such further notes shall have the
benefit of the Keepwell Deed. The Issuer may from time to time, with the consent of the
Trustee, create and issue other series of notes having the benefit of the Trust Deed and
the Keepwell Deed.
15. Notices
Notices to the Noteholders will be sent to them by mail or (if posted to an overseas
address) by airmail at their respective addresses on the Register. Any such notice shall be
deemed to have been given on the fourth weekday (being a day other than a Saturday or a
Sunday) after the date of mailing.
Until such time as any Notes Certificates are issued and so long as the Global Note
Certificate is held in its entirely on behalf of Euroclear and Clearstream, any notice to the
holders of the Notes shall be validly given by the delivery of the relevant notice to
Euroclear and Clearstream, for communication by the relevant clearing system to entitled
accountholders in substitution for notification as required by the Conditions and shall be
deemed to have been given on the date of delivery to such clearing system.
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16. Governing Law and Jurisdiction
(a) Governing law: The Notes and the Trust Deed and any non-contractual
obligations arising out of or in connection with the Notes and the Trust Deed
are governed by English law. The Keepwell Deed is governed by Hong Kong
law.
(b) Jurisdiction: Each of the Issuer and the Guarantor has in the Trust Deed (i)
agreed for the benefit of the Trustee and the Noteholders that the courts of
Hong Kong shall have exclusive jurisdiction to settle any dispute (a ‘‘Dispute’’)
arising out of or in connection with the Notes (including any non-contractual
obligation arising out of or in connection with the Notes); (ii) agreed that those
courts are the most appropriate and convenient courts to settle any Dispute
and, accordingly, that it will not argue that any other courts are more
appropriate or convenient; (iii) designated persons in Hong Kong to accept
service of any process on its behalf; (iv) consented to the enforcement of any
judgment; and (v) to the extent that it may in any jurisdiction claim for itself or
its assets immunity from suit, execution, attachment (whether in aid of
execution, before judgment or otherwise) or other legal process, and to the
extent that in any such jurisdiction there may be attributed to itself or its assets
or revenues such immunity (whether or not claimed), agreed not to claim and
irrevocably waived such immunity to the full extent permitted by the laws of
such jurisdiction.
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DESCRIPTION OF THE KEEPWELL DEED
The following contains summaries of certain key provisions of the Keepwell Deed. Such
statements do not purport to be complete and are qualified in their entirety by reference to the
Keepwell Deed.
Under the Keepwell Deed,
(a) the Company will undertake with the Issuer, the Guarantor and for the benefit of the
Trustee (on behalf of each holder of the Notes) that it shall directly or indirectly
through its controlled corporations hold at least 40 per cent. of the issued share
capital of the Guarantor, and the Company, together with its controlled corporations,
shall in aggregate remain as the single largest shareholder of the Guarantor. The
percentage of interest in the Guarantor held by the Company as referred to this
Clause shall be calculated and determined in accordance with Part XV of the
Securities and Futures Ordinance (Cap. 571) of Hong Kong;
(b) the Company will undertake with the Issuer, the Guarantor and for the benefit of the
Trustee (on behalf of each holder of the Notes) that it shall maintain Management
Control of the Guarantor;
(c) the Guarantor will undertake with the Issuer, the Company and for the benefit of the
Trustee (on behalf of each holder of the Notes) that it shall directly or indirectly own
and hold all of the issued share capital of the Issuer. The Guarantor will not directly
or indirectly pledge, grant a security interest, or in any way encumber or otherwise
dispose of any shares of the Issuer to the extent that it will result in the Guarantor
ceasing to directly or indirectly own and hold all of the issued share capital of the
Issuer, except where it is required to do so pursuant to law or regulation or final
judgment of a court; and
(d) the Company will undertake with the Issuer, the Guarantor and for the benefit of the
Trustee (on behalf of each holder of the Notes) that it shall procure that the
Guarantor directly or indirectly owns and holds all of the issued share capital of the
Issuer. The Company undertakes to procure that the Guarantor will not directly or
indirectly pledge, grant a security interest, or in any way encumber or otherwise
dispose of any shares of the Issuer to the extent that it will result in the Guarantor
ceasing to directly or indirectly own and hold all of the issued share capital of the
Issuer, except where it is required to do so pursuant to law or regulation or final
judgment of a court.
The following expressions used above shall have the following meanings:
(i) a company or corporation is a ‘‘controlled corporation’’ of another company or

corporation if the second mentioned company or corporation controls, directly
or indirectly, one-third or more of the voting power at general meetings of the
first mentioned company or corporation, or if first mentioned company or
corporation or its directors are accustomed to act in accordance with the
directions of the second mentioned company or corporation; and
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(ii) "Management Control’’ in relation to a company, corporation or entity means
the ability to direct the affairs of, and to control the composition of the board of
directors or equivalent body of, such company, corporation or entity (including
without limitation the right to appoint and remove the directors or equivalent
officers of such company, corporation or entity).
In addition, the Company undertakes with the Issuer, the Guarantor and for the benefit of
the Trustee (on behalf of the holders of the Notes) that it shall cause:
(a) each of the Issuer and the Guarantor to have a Consolidated Net Worth (as defined in
the Keepwell Deed) of at least U.S.$1.00 at all times;
(b) each of the Issuer and the Guarantor to remain solvent and a going concern at all
times under the laws of their respective jurisdiction of incorporation;
(c) the Issuer to have sufficient liquidity to ensure timely payment by the Issuer of any
amounts payable in respect of the Notes in accordance with the Terms and
Conditions of the Notes; and
(d) the Guarantor to have sufficient liquidity to ensure timely payment by the Guarantor
of any amounts payable under the Guarantee of the Notes.
The Keepwell Deed may be modified, amended or terminated by the written agreement of
the parties thereto provided the Trustee is satisfied that the interests of the holders of the
Notes would not be thereby materially prejudiced by such modification, amendment or
termination.
For so long as the Notes are outstanding, the Company undertakes in the Keepwell Deed:
(a) to procure that the articles of association of the Issuer and the Guarantor shall not be
amended in a manner that is, directly or indirectly, adverse to holders of the Notes
and the Guarantee of the Notes;
(b) to cause the Issuer and the Guarantor to remain in full compliance with the terms and
conditions of the Notes, the Trust Deed and all rules and regulations in the British
Virgin Islands or Hong Kong to the extent they are applicable to the Notes and the
performance of the Issuer’s and the Guarantor’s respective obligations under the
Notes, the Trust Deed and the Keepwell Deed; and
(c) to ensure that the Issuer and the Guarantor has sufficient funds to meet their
respective obligations with respect to any and all fees, expenses and obligations of
the Issuer or the Guarantor, including but not limited to fees and expenses with
respect to the corporate formation and administration of the Issuer or the Guarantor.
The Keepwell Deed is not, and nothing therein contained and nothing done pursuant
thereto by the Company shall be deemed to constitute, a guarantee by the Company of the
payment of any obligation, indebtedness or similar liability, of any kind or character
whatsoever, of the Issuer under the laws of any jurisdiction.
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The Keepwell Deed will be governed by Hong Kong law. The courts of Hong Kong are to
have exclusive jurisdiction to settle any disputes which may arise out of or in connection with
the Keepwell Deed and accordingly any legal action or proceedings arising out of or in
connection with the Keepwell Deed may be brought in such courts.
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SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM
The Global Note Certificate contains provisions which apply to the Notes while they are in
global form, some of which modify the effect of the Terms and Conditions of the Notes set out
in this Offering Circular. The following is a summary of certain of those provisions.
The Notes will be in registered form in the denomination of U.S.$200,000 and integral
multiples of U.S.$1,000 in excess thereof. The Notes will be represented by beneficial interests
in a Global Certificate in registered form, which will be registered in the name of a nominee of,
and deposited on or about the Issue Date with, a common depositary for Euroclear and
Clearstream. Beneficial interests in the Global Certificate will be shown on, and transfers
thereof will be effected only through, records maintained by Euroclear and Clearstream.
Under the Global Certificate, the Issuer, for value received, will promise to pay such
principal, interest and premium (if any) on the Notes to the holder of the Notes on such date or
dates as the same may become payable in accordance with the Terms and Conditions of the
Notes.
The Global Note Certificate will become exchangeable in whole, but not in part, for
Individual Note Certificates if (a) Euroclear or Clearstream is closed for business for a
continuous period of 14 days (other than by reason of legal holidays) or announces an intention
permanently to cease business or (b) any of the circumstances described in Condition 8 (Events
of Default) occurs.
Whenever the Global Note Certificate is to be exchanged for Individual Note Certificates,
such Individual Note Certificates will be issued in an aggregate principal amount equal to the
principal amount of the Global Note Certificate within five business days of the delivery, by or
on behalf of the registered Noteholder of the Global Note Certificate, Euroclear and/or
Clearstream to the Registrar of such information as is required to complete and deliver such
Individual Note Certificates (including, without limitation, the names and addresses of the
persons in whose names such Individual Note Certificates are to be registered and the principal
amount of each such person’s holding) against the surrender of the Global Note Certificate at
the Specified Office (as defined in the Terms and Conditions of the Notes) of the Registrar.
Such exchange will be effected in accordance with the provisions of the Agency Agreement
and the regulations concerning the transfer and registration of Notes scheduled thereto and, in
particular, shall be effected without charge to any Noteholder or the Trustee, but against such
indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature
which may be levied or imposed in connection with such exchange.
In addition, the Global Note Certificate will contain provisions that modify the Terms and
Conditions of the Notes as they apply to the Notes evidenced by the Global Note Certificate.
The following is a summary of certain of those provisions:
Payments on business days: In the case of all payments made in respect of the Global
Note Certificate ‘‘business day’’ means any day which is a day on which commercial banks are
open for business (including dealings in foreign currencies) in the city in which the Registrar
has its Specified Office.
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Payment Record Date: Each payment in respect of the Global Note Certificate will be
made to the person shown as the Noteholder in the Register at the close of business (in the
relevant clearing system) on the Clearing System Business Day before the due date for such
payment (the ‘‘Record Date’’) where ‘‘Clearing System Business Day’’ means a day on which
each clearing system for which this Global Note Certificate is being held is open for business.
Exercise of put option: In order to exercise the option contained in Condition 5(c)
(Redemption for a Change of Control) (the ‘‘Put Option’’), the Holder must, within the period
specified in the Terms and Conditions of the Notes for the deposit of the relevant Note
Certificate and put notice, give written notice of such exercise to the Principal Paying Agent
specifying the principal amount of Notes in respect of which the Put Option is being exercised.
Any such notice shall be irrevocable and may not be withdrawn.
Notices: Notwithstanding Condition 15 (Notices), so long as the Global Note Certificate

is held on behalf of Euroclear, Clearstream or any other clearing system (an ‘‘Alternative
Clearing System’’), notices to Noteholders represented by the Global Note Certificate may be
given by delivery of the relevant notice to Euroclear, Clearstream or (as the case may be) such
Alternative Clearing System.
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USE OF PROCEEDS
The gross proceeds of the offering of the Notes is U.S.$500,000,000. The Issuer intends
to use the net proceeds (being the gross proceeds after deduction of underwriting commissions
and expenses in relation to the offering of the Notes) to refinance existing offshore
indebtedness of the Group.
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CAPITALISATION AND INDEBTEDNESS
The following table sets out the Guarantor’s unaudited consolidated cash and cash
equivalents, short-term debt and capitalisation as at 30 June 2020 and as adjusted to give
effect to the issuance of Notes and the use of proceeds discussed in ‘‘Use of Proceeds’’. The
financial information of the Guarantor in this section has not been audited or reviewed by a
certified public accountant, and should not be relied upon by investors to provide the same
quality of information associated with information that has been subject to an audit.
Accordingly, potential investors must exercise caution when using such data to evaluate the
Group’s financial position, results of operations and cash flows. Such unaudited and
unreviewed consolidated interim financial information as of and for the six months ended 30
June 2020 and as adjusted to give effect to the issuance of Notes should not be taken as an
indication of the expected financial condition, results of operations and cash flows of the Group
for the full financial year ending 31 December 2020.
This table should be read in conjunction with ‘‘Use of Proceeds’’ included elsewhere in this
Offering Circular.
As at 30 June 2020
Actual As Adjusted
(HK$’000)
Bank balances, deposits and cash (1) . . . . . . . . . . . . 32,276,200 32,276,200

Short-term borrowings
Notes payable — due within one year . . . . . . . . . . . . . 3,900,000 3,900,000
Bank and other borrowing — due within one year . . . . 14,104,210 14,104,210
Total short-term borrowings . . . . . . . . . . . . . . . . . . . . 18,004,210 18,004,210
Long-term borrowings
Bank and other borrowing — due after one year . . . . . 55,267,765 55,267,765
Notes payable — due after one year . . . . . . . . . . . . . . 769,231 769,231
The Notes to be issued (2) . . . . . . . . . . . . . . . . . . . . . . — 3,875,050
Total long-term borrowings . . . . . . . . . . . . . . . . . . . . 56,036,996 59,912,046
Capital and reserves
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,685,677 17,685,677
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,630,796 14,630,796
Equity attributable to owners of the Guarantor . . . . . . . 32,316,473 32,316,473
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . 3,491,309 3,491,309
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,807,782 35,807,782
(3)
Total capitalization ........................ 91,844,778 95,719,828
Notes:
(1) Bank balances, deposits and cash exclude pledged bank deposits.
(2) This amount has been translated into HK$ for convenience purpose at a rate of U.S.$1.00 to HK$7.7501,
which is the noon buying rate for U.S. dollar in New York City for cable transfers in Hong Kong dollars as
certified for customs purposes by Federal Reserve Bank of New York on 30 June 2020.
(3) Total capitalisation includes total long-term borrowings plus total equity.
Except as disclosed in this Offering Circular, there has been no material and adverse
change to the capitalisation of the Guarantor since 30 June 2020.
98
DESCRIPTION OF THE ISSUER
The Issuer was incorporated as a business company under the laws of the British Virgin
Islands with limited liability on 21 January 2014. As at the date of this Offering Circular, the
Issuer is authorised to issue a maximum of 50,000 shares with a par value of US$1.00 each
and one share has been issued to the Guarantor. The Issuer is the Guarantor’s direct wholly-
owned subsidiary and, as at the date of this Offering Circular, carries on and has carried on no
business other than entering into arrangements for the issue of the existing notes, the
proposed issue of the Notes and the lending of the net proceeds thereof to the Guarantor and/
or other members of the Group. As at the date of this Offering Circular, the Issuer has no
outstanding borrowings and has no contingent liabilities other than the issue of the Notes. The
Issuer is not required under the laws of the British Virgin Islands to file, and does not propose
to file, any of its interim or annual accounts.
As at the date of this Offering Circular, the Issuer has no subsidiaries.
The directors of the Issuer as at the date of this Offering Circular are Ye Liwen, Zhu
Weirong, Xue Ming and Pun Chi Ping.
The registered office of the Issuer is situated at Vistra Corporate Services Centre,
Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The Issuer has no
employees.
99
DESCRIPTION OF THE GROUP
OVERVIEW
The Guarantor is a limited liability company incorporated in Hong Kong on 27 February

1973. The Group is a prominent property developer in the PRC. It is principally engaged in the
business of property development, investment and management. Its projects typically comprise
various types of developments, including apartments, villas, offices and commercial properties.
supervision of the SASAC. As at 30 June 2019, the Company is deemed to be interested in
47.32 per cent. of the issued share capital of the Guarantor under the SFO.
Delta Region, 12 in the Southwestern Region, 26 in other PRC regions and 3 in Hong Kong. As
at 30 June 2020, the Group’s land bank had a total GFA of approximately 21.5 million sq.m.
with average land cost of RMB6,720 per sq.m., comprising approximately 11.6 million sq.m. of
projects under construction and approximately 9.9 million sq.m. of land reserves held for future
development. As at 30 June 2020, the Group’s land bank was located in 25 cities, including
Shanghai, Suzhou, Ningbo, Yuyao, Deqing, Guangzhou, Foshan, Shenzhen, Huizhou, Guiyang,
Zunyi, Nanning, Liuzhou, Kunming, Wuhan, Harbin, Mudanjiang, Jinan, Yantai, Weihai, Zibo,
Weifang, Tai’an, Wanning and Hong Kong, and it held a high-quality investment portfolio in
Shanghai, Beijing, Wuhan, Shenzhen and Hong Kong.
June 2020, the Group’s revenue was HK$31.7 billion, HK$23.2 billion, HK$39.9 billion and
HK$13.0 billion, respectively, and its profit for the years ended 31 December 2017, 2018 and
2019, and for the six months ended 30 June 2020 was HK$2,566.6 million, HK$2,601.4 million,
HK$3,788.6 million and HK$1,154.3 million, respectively.
100
The Group’s operations have a proven record over the past few years. The following table
sets forth the key operating data for the years ended 31 December 2017, 2018 and 2019, and
for the six months ended 30 June 2020.
For the Six Months
For the Years Ended 31 December Ended 30 June
2017 2018 2019 2020
Contracted sales (RMB billion) . . . 40.2 40.8 43.2 19.6

Contracted area (million sq.m.) . . 2.6 2.2 2.4 1.0
Contracted average selling price
(RMB/sq.m.) . . . . . . . . . . . . . . 15,204 18,193 18,303 18,781
GFA commenced (million sq.m.) . 2.4 4.1 4.2 2.5
Land bank (million sq.m.) . . . . . . 20.2 20.3 21.7 21.5
Attributable land bank
(million sq.m.) . . . . . . . . . . . . . 13.1 13.2 15.1 15.1
Land bank under construction
(million sq.m.) . . . . . . . . . . . . . 8.7 9.3 10.1 11.6
Land bank held for future
development (million sq.m.) . . . 11.6 10.9 11.6 9.9
Number of projects under
planning or development . . . . . 54 57 67 72
Number of cities where those
projects are located . . . . . . . . . 22 24 24 25
101
ORGANISATIONAL CHART
The following chart is a simplified illustration of the Guarantor’s holding structure as at the
date of this Offering Circular:
State-owned Assets
Supervision and Administration
Commission of the State
Council of the PRC
100 per cent.
China Poly Group

Corporation Limited
50 per cent. (the “Company”)
100 per cent.
Poly Southern
2.80 per cent.
Group Limited
37.81 per cent.
Poly Developments
and Holdings Group
Co., Ltd.
Onshore 50 per cent.
Offshore
Poly (Hong Kong)
Holdings Ltd.
6.93 per cent.(1)

40.39 per cent.(1)
47.32 per cent.(1)
Poly Property Group

Co., Limited
(the “Guarantor”)
100 per cent.
Ease Trade Global Limited

(the “Issuer”)
Note:
(1) As at the date of this Offering Circular, Poly (Hong Kong) Holdings Ltd. is deemed under the SFO to hold
40.39 per cent. of the Guarantor. The Company also directly owns 6.93 per cent. of the Guarantor.
102
COMPETITIVE STRENGTHS
The Guarantor believes that the Group has the following competitive strengths:
The Group is a state-owned property developer with strong and continuous support
from the Company.
supervision of the SASAC. The principal businesses of the Company Group include real
estate, culture and art, trading, light industry, arts and crafts, civil explosives, among
others. The Company Group was named by the SASAC as one of the key real estate
state-owned enterprises, and was consecutively ranked top five among all real estate
development enterprises in the PRC in terms of contracted sales in 2017, 2018, 2019 and
the six months ended 30 June 2020.
The Guarantor believes that the Group can leverage support from, and its relationship
with, the Company Group to enhance its management capabilities and corporate
governance and further strengthen its brand equity and credibility. In addition, the
Guarantor believes that the Group has a competitive advantage derived from the
continued strong support from the Company Group in terms of resources and funding
which have also been paramount to the Group’s businesses and development. The Group
enjoys funding support from the Company Group at favourable terms compared to market
prevailing rates.
The resources sharing among the Company Group has generated and will continue to
enhance the synergy between the business of the Group and the Company Group. The
Company’s extensive business network enables the Guarantor to seize more development
opportunities and to expand its customer base. The Company’s culture and art business
segment inspires the product designs of the projects of the Guarantor. The Group’s
projects benefit from the value added community services to our residential properties
from the Company Group, such as the culture, education and health centre. Furthermore,
leveraging the Company Group’s good relationship with governments at both central and
local levels, the Guarantor could establish and maintain close business relationships with
municipal governments which are crucial to its business development and expansion
strategies.
The Group takes a proactive approach in responding to the evolving property market
in China in line with the PRC government’s policy for the development of the real
property industry.
The main theme of the current government PRC government’s policies for the real
property market is to curb speculative real estate investment, whereas ordinary residential
properties targeted at people with genuine housing demand are less affected. The
Guarantor believes that the Group’s product positioning is in line with the PRC
103
government policies. The Group has clear strategies of regional layout, product and
operation and management with details as below:
. Tailored strategies in different tier cities to stabilize growth: the Group adheres
to inventory clearance and investment control and re-focus on property
investment and business development in metropolitan cities in selective regions
of mainland China and Hong Kong;
. Leveraging strength in domestic market to seize business opportunities and

expanding overseas: the Group pays close attention to capture investment
opportunities in the market, proactively participate in projects such as domestic
urban renewal, primary land development and acquisition; and
. Enhancing product quality and innovation to build reputation and improve

profitability: the Group engages in a full range of business innovation in terms of
products, techniques, brand, management and business model. Under the
prevailing credit tightening of Chinese banks, the Group can obtain more
favourable borrowing rates and more diversified funding channels with its strong
background as a leading state-owned enterprise, leading to better control of its
financing costs.
The Group has a premier brand with strong execution capability to drive sustainable
growth and value.
The Group takes property sales as its focal point and ensures stable sales growth by
adhering to the rapid-rolling development of residential properties and positioning small-
to medium-sized residential properties as a core product type, which caters for the
genuine demand of the mass market. In particular, the Group principally focuses on
developing properties of sizes of generally less than 144 sq.m. per unit and with the
following characteristics: (i) comfortable living environment, (ii) locations with good public
transportation, and (iii) design and layout well-suited for first-time homebuyers and first-
time home upgraders.
The Group has successfully built up its well-known brand ‘‘Poly Property Group’’
which is paramount to the Group’s success and will continue to underpin its success in
the future. The Group aims at providing high-quality services and products for its
customers in order to enhance its reputation, which in turn will stimulate the Group’s
sales. The Group persists in its band philosophy of ‘‘Cultural Real Estate’’ and implements
three specific plans in order to avail its customers of quality life:
. ‘‘culture plus value’’ plan: the Group builds up museums, galleries and theatres
in Poly communities for their residences to access to cultural activities more
conveniently and invites artists and clients in order to build up brand confidence
to customers. The Group also promote the evaluation of ‘‘five good family’’ in
nationwide to create special residence culture and habitation philosophy.
Furthermore, the Group established ‘‘blue welfare’’ fund to help people in need
and protect environment;
104
. ‘‘service plus value’’ plan: the Group provides high-end property management
services by offering customized and premium services to meet customers’
requirements, including ‘‘joyful club brand’’, and upgrade property management
services. The Group also provides value-added services by launching its internet
platform, such as the establishment of intelligence-based property management
platform, which is a low-cost and advanced national property management
system; and
. ‘‘quality plus value’’ plan: the Group aims to improve living quality of its
customers and create nice community human environment by continuously
upgrading the artistic level of architecture with strict quality control. In addition,
the Group created its core value system of ‘‘five excellences’’: excellent quality,
excellent service, excellent neighbourhood, excellent facilities and excellent
culture.
The Group has continued to diversify its funding sources and maintained strong
liquidity.
In addition to funding from its contracted sales, the Group has access to diversified
funding channels as its business grows, thereby increasing liquidity and optimising its
financing capabilities.
The Group has developed strong relationships with various banks and other financial
institutions and maintained strong liquidity position by leveraging on multiple funding
channels, including equity financing and debt financing, to support its growth. The Group
made equity placements for US$204 million, US$334 million and US$453 million,
respectively, in June 2009, October 2009 and August 2010. Its debt financing utilized
different channels including bank loans, trust, asset-backed securities, commercial
mortgage-backed securities, and bonds. The average funding cost of the Group as of 31
December 2017, 2018, 2019 and 30 June 2020 was 5.20%, 5.38%, 5.46% and 4.95%,
respectively. As at 30 June 2020, the Group worked with financial institutions including,
among others, the big four commercial banks in the PRC, policy banks, national joint
stock commercial banks and foreign-invested banks. These relationships have allowed the
Group to secure sustainable sources of financing to support its business growth and
working capital requirements. The Group seeks to balance its quality growth and financial
stability through cash flow management.
The Group has an experienced management team with proven track record and in-
depth local knowledge.
The Group has an experienced senior management team comprising well-regarded

professionals in real estate development, planning, design, finance and other relevant
areas. Members of the Group’s senior management have an average of 10 to 20 years of
experience in the PRC’s real estate industry.
The Group’s modern corporate governance system, together with the employee
incentive plans, ensures its capability to execute its strategies smoothly. The Group has
adopted a three-tier management system comprising the board of directors of the
Guarantor, senior management at the headquarters level and senior management at the
105
regional project company level. This management structure ensures a direct reporting line
between the Group’s regional project companies and its headquarters, which facilitates
the operating efficiency for its nationwide expansion and enhances the overall internal
control of the Group.
The Group has a highly disciplined, prudent and systematic approach to land
acquisition and has strategically acquired a large amount of geographically
diversified land reserves.
The Group has adopted a highly disciplined, prudent and systematic approach to
land acquisition and implemented various land acquisition strategies to maximize its land
bank with reasonable cost. Apart from maintaining the existing speed and scale of
development, the Group also carried out the plan to protect its investment for higher
flexibility in the overall capital management. In addition, the Group insists on building a
land bank sufficient for its project developments and well diversified in terms of number of
projects and different geographical regions. These characteristics facilitate quick asset
turnover and ensure financial stability.
The Group acquires its land sites primarily through listing-for-sale. It also obtained
some of its land use rights by public tender and auction. In addition, the Group may
consider acquiring land sites by (i) investing in or taking over property holding companies;
(ii) acquiring construction-in-progress from original project owners; and/or (iii) establishing
joint ventures with other real estate developers for land acquisition. The Group’s various
land acquisition strategies aimed at maximizing its land bank with reasonable costs.
As at 30 June 2020, the Group’s land bank had a total GFA of approximately 21.5
million sq.m. The Group’s land bank is well balanced among tier 1 and tier 2 cities in
various regions. See details in ‘‘— Land Bank’’.
The Group has stable and recurring income from investment property and property
management.
The Group has stable and recurring investment income. For the years ended 31
December 2017, 2018 and 2019, and for the six months ended 30 June 2020, the Group’s
property investment and management income amounted to HK$1,457 million, HK$1,614
million, HK$1,621 million and HK$694 million, respectively. As at 30 June 2020, the Group
held investment properties in Shanghai, Beijing, Guangzhou, Wuhan, Shenzhen and
Guiyang with an aggregate GFA of 794,000 sq.m. Most of the Group’s investment
properties are located in tier 1 cities with prime locations. See details in ‘‘— Investment
Properties’’.
106
BUSINESS STRATEGIES
The Group intends to implement the following principal strategies to support the further
development of its business:
To continue to focus on property development for sale while broadening recurring

investment income.
The property development of the Group is multifaceted. In the short to medium term,
the Group intends to remain focused on the development of residential property projects
because the Guarantor believes that the Group has the expertise and existing land reserve
to support the continued growth of its operations. In recent years, the Group has
prudently expanded its operations to include the development of apartments, commercial
office buildings, hotels and other related businesses and plans to continue to broaden its
product mix in the medium to long term as well as to tailor different products to different
customers and markets in order to further diversify its portfolio.
The Group may further increase its investment properties which generate stable and
recurring rental income. The ownership of investment properties enables the Group to
have a long-term exposure to the real estate property markets in which it operates and
from which it may derive capital gains. The Guarantor believes that having a well-
diversified portfolio of residential and commercial properties will assist the Group’s
continued growth in the future and may reduce the risk of over-reliance on any particular
sector of the real estate market.
To further leverage on the Company Group’s brand equity.
The Guarantor believes that the Company Group’s brand of ‘‘Poly Property Group’’
has been paramount to the Group’s success and will continue to underpin its success in
the future. The Group will continue its focus on product innovation and delivery of higher
price for value. To this end, the Group intends to place stronger emphasis on brand
building. Through an effective combination of marketing campaigns, services and sales,
the Group aims at providing high-quality services and products for its customers to build
higher reputation, which in turn will stimulate the Group’s sales.
To expand its sustainable land reserve at an attractive cost.
The Group intends to expand its land reserves for new property developments in
order to sustain its continued growth and to execute its business expansion plan. The
Group will build its land reserves primarily through the listing-for-sale processes, and it
may acquire land through public tenders, auctions and acquisitions of controlling equity
interests in parties that hold land use rights. Based on the Group’s current developments
and growth targets, the Guarantor believes that the Group’s existing land reserves are
sufficient to sustain its property development business over the next 3 to 5 years on a
rolling basis. The Group will expand its land reserves in line with the pace of development
of its property projects. The Group intends to continue to procure more low-cost land in
targeted high-growth cities and regions by adhering to its disciplined approach. The
Group employs thorough market research and analysis in its new land searches,
107
conducted by its experienced land acquisition team. Decision as to land acquisition will be
made only following comprehensive and in-depth market research and analysis, as well as
strict internal review procedures.
To streamline the property development and sales cycle while maintaining high
standards of project planning, product quality and customer satisfaction.
The Group intends to streamline the property development and sales cycle while
maintaining high property development standards. It plans to increase its focus on
projects where property development and pre-sale are commenced within one year from
the date of land acquisition. To achieve this, the Group will identify projects that it
envisages to perform well in pre-sale, and develop these projects according to its
standardised development model. The Group has standardised procedures for project
planning, marketing, design, cost control, inspection, pre-leasing and pre-sale. The
Guarantor believes that the Group’s systematic approach to project development will
further streamline different areas of its operations, thereby reducing the time required for
project planning and design work and increasing development efficiencies. The Group will
simultaneously continue to collaborate with reputable domestic and international
architects and designers in its pursuit of product innovation and quality. The Group’s goal
is to benchmark its products against world-class property development standards. It will
also continue to implement strict quality control measures to monitor its product quality
and workmanship throughout the development process.
To adhere to prudent financial management to ensure stable and balanced growth.
The Group will continue to closely monitor its capital and cash positions and carefully
manage key measures such as land acquisition costs, construction costs, cash flows and
fixed charge coverage. The Group will also actively monitor market opportunities. Given
suitable opportunities, it may expand in other high-growth regions in the PRC. It may also
seek to cooperate with third parties to develop projects on a selective basis to take
advantage of its partners’ land and financial resources. The Group will continue to actively
manage its sales and pre-sale to help ensure adequate cash flow for its ongoing capital
requirements. The Group intends to remain disciplined in its capital commitments and
seek long-term financing opportunities.
RECENT DEVELOPMENTS
Proposed disposal of interest in the Macau Project Company
The Guarantor’s wholly-owned subsidiary, Active Success, holds a 30% interest in the
Macau Project Company. The Macau Project Company holds the Property. The remaining 70%
of the Macau Project Company is held by Best Attitude, an independent third party. Active
Success, Best Attitude and the Macau Project Company have entered into the Shareholders’
Agreement to regulate the affairs and management of the Macau Project Company.
On 25 September 2019, Active Success served the sale notice on Best Attitude,
requesting it to acquire, conditional upon the shareholders approving the disposal, all the
issued shares of Active Success from Polymac Property Company Limited (‘‘Poly Macau’’) (the
108
‘‘Sale Notice’’). Poly Macau is a wholly-owned subsidiary of Poly Property (Hong Kong) Co.,
Limited (‘‘Poly HK’’); Poly HK is a wholly-owned subsidiary of the Guarantor; and Active
Success is a wholly-owned subsidiary of Poly Macau.
On 8 May 2020, Active Success, Poly HK and Poly Macau received a writ of summons
issued in the Court of First Instance of the High Court of Hong Kong by the solicitors acting for
Mr. Sio Tak Hong and Best Attitude (together, the ‘‘Plaintiffs’’) (the ‘‘Writ’’). Pursuant to the
Writ, the Plaintiffs seek, inter alia, a declaration that the Sale Notice issued by Active Success
on 25 September 2019 is invalid and has no legal effect. The Guarantor received an amended
Writ on 12 June 2020, pursuant to which (among other things) the Company has been joined as
a defendant.
The Guarantor considers the Sale Notice to be valid. The Guarantor is currently seeking
legal advice on the Plaintiffs’ commencement of legal proceedings. The Guarantor will make
further announcements regarding the above as and when appropriate.
HISTORY AND MILESTONES
The following are the milestone events in the history of the Guarantor:
Year Milestone
1973 . . . . The Guarantor was first established as a shipping company.
1993 . . . . The Company acquired shares and took control of the Guarantor.
2006 . . . . The Group started shifting its business focus from shipping to property
development.
The Group received asset injection from the Company with projects located in
Shanghai, Wuhan and Suzhou.
2008 . . . . The Group received asset injection from the Company with projects located in
Shenzhen, Guangzhou, Guiyang, Nanning, Harbin, Jinan, Kunming and
Huizhou.
Shenzhen, Suzhou, Shanghai, Guangzhou, Foshan and Hainan.
The Guarantor’s stocks became one of the constituent stocks of MSCI China
Index, Hang Seng China Affiliated Corporations Index, Hang Seng Mainland
100 and Hang Seng Composite Index Series.
Shenzhen and Suzhou.
2012 . . . . The Guarantor was renamed to Poly Property Group Co., Limited.
2014 . . . . The Guarantor was selected to participate in the initial launch of ‘‘Shanghai-
Hong Kong Stock Connect’’.
109
Year Milestone
2016 . . . . The Group established fund with Pingan Insurance Group and successfully
acquired Wuhan Poly Up Town.
2017 . . . . The Guarantor successfully launched wholly-owned Hong Kong Kai Tak Vibe
Centro and achieved 100 per cent. sell-through rate.
2019 . . . . The Guarantor achieved contracted sales of RMB43.2 billion and held a total
land bank of approximately 21.73 million sq.m.
BUSINESS ACTIVITIES
The Group is principally engaged in the business of property development, investment and
management in China. It is also engaged in hotel operations and other operations.
The table below sets forth the breakdown of the Group’s revenue for the years ended 31
December 2017, 2018 and 2019, and for the six months ended 30 June 2020:
For the
Six Months
Ended
For the Years Ended 31 December 30 June
2017 2018 2019 2020
HK$ (in thousands)
Property development business . 29,957,423 21,300,382 37,868,376 12,191,973

Property investment and
management . . . . . . . . . . . . 1,456,841 1,614,335 1,620,740 694,198
Hotel operations . . . . . . . . . . . 196,758 236,009 354,573 74,169
Other operations . . . . . . . . . . . 92,020 82,918 100,289 28,955
Total . . . . . . . . . . . . . . . . . . . 31,703,042 23,233,644 39,943,978 12,989,295
110
Land Bank
The table below is a summary of the Group’s land bank as at 30 June 2020:
Percentage of
Project GFA total GFA
(‘000 sq.m.) (Per cent.)
Yangtze River Delta

Shanghai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 591 2.7%
Suzhou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,022 4.8%
Ningbo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 757 3.5%
Yuyao . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312 1.5%
Deqing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153 0.7%
Sub Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,835 13.2%
Pearl River Delta Region
Guangzhou ........... . . . . . . . . . . . . . . . . . . . . . 1,120 5.2%
Foshan . . . ........... . . . . . . . . . . . . . . . . . . . . . 628 2.9%
Shenzhen . ........... . . . . . . . . . . . . . . . . . . . . . 2,101 9.8%
Huizhou . . ........... . . . . . . . . . . . . . . . . . . . . . 590 2.7%
Sub Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,439 20.6%
Southwestern
Guiyang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,184 5.5%
Zunyi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,345 10.9%
Nanning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,867 13.3%
Liuzhou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116 0.5%
Kunming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,161 5.4%
Sub Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,673 35.6%
Others
Wuhan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,924 9.0%
Harbin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 634 2.9%
Mudanjiang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332 1.5%
Jinan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,670 7.8%
Yantai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 0.4%
Weihai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 456 2.1%
Zibo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 392 1.8%
Weifang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271 1.3%
Tai’an . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269 1.3%
Wanning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360 1.7%
Sub Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,390 29.8%
Hong Kong & Overseas
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153 0.7%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,489 100.0%
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Property Development
The Group is primarily engaged in the development and sale of quality residential and
commercial properties in the PRC. For the years ended 31 December 2017, 2018 and 2019,
and for the six months ended 30 June 2020, the Group’s revenue from property development
amounted to HK$30.0 billion, HK$21.3 billion, HK$37.9 billion and HK$12.2 billion, respectively.

Delta Region, 12 in the Southwestern Region, 26 in other PRC regions and 3 in Hong Kong.
The Group’s property development projects may be broadly categorised as follows:
. Projects under construction — comprising property projects in respect of which the

Group has received the relevant construction work commencement permits and
which are pending completion or certain phase(s) of which are pending completion;
and
. Projects held for future development — comprising property projects in respect of

which the Group has (i) received the relevant land use rights certificates; (ii) signed
the relevant land grant contracts but not yet obtained land use rights certificates; or
(iii) received the confirmation letter on bidding for granting land use right but not yet
signed the relevant land grant contracts and, in each case, construction work has not
yet commenced.
The Group’s property development projects comprising multiple phases of development

may belong to any one or more of the above categories.
112
As at 30 June 2020, the Group’s land bank had a total GFA of approximately 21.5 million
sq.m., comprising approximately 11.6 million sq.m. of projects under construction and
approximately 9.9 million sq.m. of projects held for future development. As at 30 June 2020,
the Group’s land bank was located in 25 cities, including Shanghai, Suzhou, Ningbo, Yuyao,
Deqing, Guangzhou, Foshan, Shenzhen, Huizhou, Guiyang, Zunyi, Nanning, Liuzhou, Kunming,
Wuhan, Harbin, Mudanjiang, Jinan, Yantai, Weihai, Zibo, Weifang, Tai’an, Wanning and Hong
Kong. The following diagram is a simplified illustration of the locations of some of the Group’s
projects:
Harbin/Mudanjiang
Jinan/Yantai/Weihai/
Zibo/Weifang/Taizhou
Suzhou
Shanghai
Deqing
Wuhan
Ningbo/Yuyao
Guiyang/Zunyi
Guangzhou/Foshan
Kunming Shenzhen/Huizhou
Nanning/Liuzhou
Hong Kong
Wanning
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Projects under Construction and Projects Held for Future Development
The table below is a summary of the Group’s portfolio of projects under construction and
projects held for future development as at 30 June 2020, in different regions where the projects
are located:
GFA under Group’s

Project construction Planned GFA interest
(‘000 sq.m.) (‘000 sq.m.) (per cent.)
Yangtze River Delta Region

Shanghai Shan Jin Poly Plaza . . . . . . . . . . . . . . 111 — 50.0
Shanghai Xijiao Jinmao Palace . . . . . . . . . . . . . . 220 — 14.9
Shanghai Jiading Affordable Housing . . . . . . . . . 164 — 100.0
Shanghai Feng Xian Project . . . . . . . . . . . . . . . . — 96 100.0
Suzhou Poly West Bank Villa . . . . . . . . . . . . . . . 6 — 100.0
Suzhou Poly Lake Mansion . . . . . . . . . . . . . . . . — 96 100.0
Suzhou Poly Tian Yue Mansion . . . . . . . . . . . . . 155 — 100.0
Suzhou Majestic Mansion . . . . . . . . . . . . . . . . . 175 — 40.0
Suzhou Poly Yue Ying Ting . . . . . . . . . . . . . . . . 81 — 100.0
Suzhou Mu Du Project . . . . . . . . . . . . . . . . . . . . 105 — 51.0
Suzhou Hu Shu Guan Project . . . . . . . . . . . . . . . 125 — 45.0
Suzhou Urban Ideal Habitat . . . . . . . . . . . . . . . . 278 — 20.4
Ningbo Poly City . . . . . . . . . . . . . . . . . . . . . . . . 73 245 100.0
Ningbo Prosperous Reflection . . . . . . . . . . . . . . 139 — 33.0
Ningbo Oriental Imprint . . . . . . . . . . . . . . . . . . . 110 — 33.3
Ningbo Poly Lake Imprint . . . . . . . . . . . . . . . . . . 189 — 100.0
Yuyao Poly Jordan International . . . . . . . . . . . . . 13 299 100.0
Deqing Poly Origin . . . . . . . . . . . . . . . . . . . . . . — 68 100.0
Deqing Poly Pearl Bay . . . . . . . . . . . . . . . . . . . . 85 — 100.0
Sub Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,031 803
Pearl River Delta Region

Guangzhou Poly Gratified West Bay . . . . . . . . . . — 446 75.0
Guangzhou Nansha Poly City . . . . . . . . . . . . . . . 296 — 85.0
Guangzhou Pingbu Avenue Project . . . . . . . . . . . 184 — 37.5
Guangzhou Shangye Avenue Project . . . . . . . . . 145 — 100.0
Guangzhou Nan Sha Project . . . . . . . . . . . . . . . — 49 100.0
Foshan Poly Tongji Mansion . . . . . . . . . . . . . . . 140 — 100.0
Foshan Shun De Project . . . . . . . . . . . . . . . . . . 81 26 100.0
Foshan Lun Jiao Project . . . . . . . . . . . . . . . . . . 256 — 100.0
Foshan Jiao Yu Lu Project . . . . . . . . . . . . . . . . . 124 — 100.0
Shenzhen Long Gang Project . . . . . . . . . . . . . . . 267 1,835 50.0
Huizhou Poly Sunshine Town . . . . . . . . . . . . . . . 360 — 70.0
Huizhou Shui Kou Project . . . . . . . . . . . . . . . . . 230 — 100.0
Sub Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,083 2,356
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GFA under Group’s
(‘000 sq.m.) (‘000 sq.m.) (per cent.)
Southwestern Region
Guiyang Poly Spring Street . . . . . . . . . . . . . . . . 133 — 66.5
Guiyang Poly Park 2010 . . . . . . . . . . . . . . . . . . 227 554 100.0
Guiyang Poly Phoenix Bay . . . . . . . . . . . . . . . . . 72 198 51.0
Zunyi Poly Metropolis of Future . . . . . . . . . . . . . 240 2,105 35.0
Nanning Poly Crescendo . . . . . . . . . . . . . . . . . . 115 — 100.0
Nanning Poly Dream River . . . . . . . . . . . . . . . . . 210 — 30.0
Nanning Poly Hearty . . . . . . . . . . . . . . . . . . . . . 126 — 100.0
Nanning Poly Town . . . . . . . . . . . . . . . . . . . . . . 582 75 83.5
Nanning Poly Town Phase II . . . . . . . . . . . . . . . 1,160 600 100.0
Liuzhou He Dong Project . . . . . . . . . . . . . . . . . . — 116 100.0
Kunming Poly One Family One World . . . . . . . . . 89 — 73.0
Kunming Poly City . . . . . . . . . . . . . . . . . . . . . . . 377 696 90.0
Sub Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,330 4,344
Other Regions
Wuhan Poly City . . . . . . . . . . . . .... . . . . . . . . 279 452 68.0
Wuhan Poly Riverview . . . . . . . . .... . . . . . . . . 137 — 51.0
Wuhan Poly Park . . . . . . . . . . . . .... . . . . . . . . — 286 55.0
Wuhan Poly Up Town . . . . . . . . .... . . . . . . . . 365 — 100.0
Wuhan Jing He Lu Project . . . . . .... . . . . . . . . — 225 100.0
Wuhan Jing Xi Ba Lu Project . . . .... . . . . . . . . — 179 100.0
Harbin Poly The Water’s Fragrant Dike . . . . . . . . 78 — 58.0
Harbin Poly City . . . . . . . . . . . . .... . . . . . . . . 37 — 100.0
Harbin Poly Tin Yor Phase II . . . .... . . . . . . . . 143 — 100.0
Harbin Poly Tin Yor . . . . . . . . . . .... . . . . . . . . 144 — 100.0
Harbin Ping Fang Project . . . . . . .... . . . . . . . . — 233 100.0
Mudanjiang Poly Landscape . . . .... . . . . . . . . 298 34 100.0
Jinan Phili House . . . . . . . . . . . .... . . . . . . . . 198 83 25.0
Jinan Hai Zi Wa Project . . . . . . . .... . . . . . . . . 188 — 60.0
Jinan Poly Sheng Jing Tai . . . . . .... . . . . . . . . 147 — 51.0
Jinan Zhong Lu Mansion . . . . . . .... . . . . . . . . 192 — 33.0
Jinan Huai Yin Project . . . . . . . . .... . . . . . . . . 445 192 75.0
Jinan Wuli Paifang Project Phase I ... . . . . . . . . 224 — 70.0
Yantai Poly Ocean Luxe . . . . . . . .... . . . . . . . . 82 — 70.0
Weihai Caixin Poly Masterpiece . .... . . . . . . . . 304 31 30.0
Weihai Lin Gang Project . . . . . . .... . . . . . . . . — 121 40.0
Zibo Poly Mansion . . . . . . . . . . .... . . . . . . . . 158 — 65.0
Zibo Poly City . . . . . . . . . . . . . . .... . . . . . . . . 234 — 65.0
Weifang Zoina Poly Mansion . . . .... . . . . . . . . 215 55 30.0
Tai’an Poly Lukun Yuelu Manor . .... . . . . . . . . 106 163 60.0
Wanning Poly Peninsula No. 1 . . .... . . . . . . . . — 360 100.0
Sub Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,974 2,415
115
GFA under Group’s
(‘000 sq.m.) (‘000 sq.m.) (per cent.)
Hong Kong & Overseas

Hong Kong Tuen Mun Project . . . . . . . . . . . . . . 17 — 100.0
Hong Kong Yau Tong Project . . . . . . . . . . . . . . . 42 — 70.0
Hong Kong Kai Tak 6553 Project . . . . . . . . . . . . 93 — 35.0
Sub Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153 —
Grand Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,571 9,918
116
Summary of the Group’s Major Project Developments
The table below sets out a summary of the Group’s major project developments as at 31 December 2019. Approximately 13 per cent., 21
per cent., 37 per cent., 28 per cent. and 1 per cent. of the Group’s land bank is located in the Yangtze River Delta Region, Pearl River Delta
Region, Southwestern Region, other regions and Hong Kong and overseas regions, respectively.
Region City Project Location Property type Current Status
Yangtze River Delta . . . . . Shanghai Poly Deluxe Mansion Located in the prime area of Jiading District, close to Metro Line 11 Residential buildings Delivered with sales of
remaining apartments
Poly Elegant Mansion Located in the prime area of Jiading District, close to Metro Line 11 Residential buildings Delivered with sales of
Jiading Project Located in the prime area of Jiading District, close to Metro Line 11 Residential and commercial Delivered with sales of
buildings, hotels and remaining apartments
theatres
Poly Greenland Plaza Located at Dalian Road, Yangpu District, CBD of waterfront Inner Loop, Residential buildings, offices Delivered with sales of
Golden Triangle of Lujiazui and commercial buildings remaining apartments
Poly Phili House Located in Sijing, Songjiang, near Sijing Station of Metro Line 9 with Residential and commercial Delivered with sales of
access to convenient transportation and full-fledged ancillary facilities buildings remaining apartments
Shan Jin Poly Plaza Located within the inner ring at the waterfront of the Eastern Bund, in Offices and commercial Under construction and
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proximity to Yangshupu Road Station of Metro Line 4 buildings prepared for sale
Poly Phili Regency Located within the Eastern Bund in Yangpu District Residential buildings Delivered with sales of
Xijiao Jinmao Palace Located in New Jiading, 800 metres from New Jiading Station of Metro Line Apartments and villas For sale
11
Jiading Affordable Housing Located in Huangdu Town of Jiading District, one kilometre from the east Affordable housing Under construction and
Project of Jiading campus of Tongji University prepared for sale
Suzhou Poly West Bank Villa Located in the economic development zone of Wuzhong District, the project Apartments and villas For sale (partially
stands on a peninsula of Dushu Lake delivered)
Poly Lake Mansion Located in the economic development zone of Wuzhong District and the Residential and commercial For sale (partially
northern tip of Yinshan Lake buildings, offices and hotels delivered)
Wei Tang Project Located in Weitang Town, in proximity to transportation terminal and with Residential and commercial Under construction and
access to Metro Line 9 which is under planning buildings prepared for sale
Majestic Mansion Located in Luzhi Town, close to Lake East of Industrial Park of Suzhou, Residential buildings For sale
with access to Metro Line 6 which is under long-term planning
Poly Yue Ying Ting Located in Shishan Street, adjacent to the old town and in proximity to Residential buildings Under construction and
Metro Line 3 under construction prepared for sale
Mu Du Project Located in Mu Du Town of Wu Zhong District, close to Metro Line 5 which Residential buildings Under construction and
is under construction prepared for sale
Hu Shu Guan Project Located in the IKEA business circle of Hu Shuguan, New District, with Residential buildings Under planning
Beijing-Hangzhou Grand Canal and scenic belts of canals under
construction situated in the west
Wang Ting Project located in the centre of Wangting Town of Xiangcheng District, Suzhou, Residential buildings Under construction and
close to north Taihu and near Xiangcheng District Traditional Chinese prepared for sale
Medicine Hospital
Ningbo Poly City Located in the prime location of Zhenhai New Town, facing the new Residential and commercial For sale (partially
administrative and cultural centre of Zhenhai buildings and offices delivered)
Poly Wonderland Located at Shuixiang Lane, Dongshang New Town, Ningbo Residential and commercial Delivered with sales of
buildings remaining apartments
Prosperous Reflection Located in the central area of Eastern New City and less than two Residential and commercial For sale (partially
kilometres from the office of Ningbo Municipal Government with access buildings and offices delivered)
to convenient transportation and full-fledged ancillary facilities
Oriental Imprint Located in the centre of Beilun District, the project is close to the Residential buildings For sale
government of Beilun District, with square boundary and convenient
transportation
Sheng Mei Lu Project located in the east of Ningbo Eastern New City, 2.2 kilometres from the Residential buildings Under planning
office of Ningbo Municipal Government
Yuyao Poly Jordan International Located in the Southeast of the intersection of Chengdong Road and Residential and commercial For sale (partially
118
Tanjialing Road, Yuyao buildings and offices delivered)
Deqing Poly Origin Located in the Eastern New Town in Deqing, five-minute driving distance Residential buildings, hotels For sale (partially
from the Nanjing-Hangzhou High-speed Railway station and with and commercial buildings delivered)
superior scenery and landscape
Poly Prime Regency Located in Fuxi Street, the central of the Eastern New Town and the Residential buildings Delivered with sales of
Southwest of the Poly Origin project remaining apartments
Poly Pearl Bay Located in Fuxi Street, Deqing Old Town is situated in the south Residential buildings For sale
Pearl River Delta . . . . . . . Guangzhou Poly Golf Shire Located in Huadu District; adjacent to the Asian Games New Stadium at Residential buildings and Delivered with sales of
Fengshen Avenue and the Metro Line 9 offices remaining apartments
Poly Zephyr City Located in the centre of Xinhua Town of Huadu District, east to the district Residential and commercial Delivered with sales of
government buildings remaining apartments
Poly Up House Located in Huadu District, in proximity to Metro Lines 3 and 9 which are Residential buildings Delivered with sales of
accessible to the whole city remaining apartments
Poly Gratified West Bay Located in the South of Liwan District, adjacent to the Guangzhou Metro Residential and commercial For sale (partially
Line 1 with commercial and educational facilities buildings and offices delivered)
Nansha Poly City Located in Toyota Auto City in Huangge Town, Nansha connecting to a Residential and commercial For sale (partially
comprehensive transportation network buildings delivered)
Poly Jade Hills Located at the junction of North Jianshe Road and Sandong Avenue in Residential buildings, offices Delivered with sales of
Huadu and commercial buildings remaining apartments
Pingbu Avenue Project Located in the north of Pingbu Avenue, Huadu District and is 3.5 kilometres Residential and commercial Under construction and
from the office of Huadu District government buildings prepared for sale
Shangye Avenue Project Located in Xinhua Town of Huadu District, is 2 kilometres from the office of Residential buildings Under planning
Huadu District government and adjacent to Maanshan Park station of
Metro Line 9 which is in operation
Foshan Poly Cullinan Garden Located at the centre of Chancheng District neighbouring the Asia Arts Residential buildings, offices Delivered with sales of
Park in the west and commercial buildings remaining apartments
Poly Prestige City Located in Longjiang Town, Shunde District, with an extensive Residential and commercial Delivered with sales of
transportation network and thriving commercial activities buildings remaining apartments
Poly Central Park Located in the north of Shunde New City, the project stands in the heart of Residential and commercial Delivered with sales of
Pearl River Delta and enjoys convenient transportation buildings and hotels remaining apartments
Poly Tongji Mansion Located in old town district in Chancheng, with the benefit of the thriving Residential and commercial For sale
commercial activities and adjacent to Tongji Street Station of buildings
Guangzhou-Foshan Railway
Shun De Project Located at the junction of Daliang Road and Lunjiao Street in Shunde Residential and commercial Under planning
District, east to the First People’s Hospita buildings
Lun Jiao Project Located in Lunjiao Street, Shunde District and close to Metro Line 3 Residential and commercial Under planning
buildings
Jiao Yu Lu Project Located in Lunjiao Street, Shunde District, northeast to Poly Central Park Residential and commercial Under planning
119
Project and adjacent to Lunjiao Secondary School buildings
Shenzhen Poly Up Town Located in the prime commercial area of Longgang District, the project is Residential and commercial Delivered with sales of
easily accessible by Metro Line 3 and is also complemented with buildings remaining apartments
ancillary facilities
Poly Joy-Zone Located in Longhua, Bao’an District, close to the transportation terminal Residential and commercial Delivered with sales of
and the metro station, with comprehensive business and community buildings remaining apartments
facilities
Long Gang Project Located in the north to the center of Long Gang with prime location, Residential and commercial Under construction and
convenient transportation, and thriving commercial activities and living buildings prepared for sale
environment
Huizhou Poly Deutch Kultur Located in the prime area of Huibo and the northern bank of East River, Residential and commercial Delivered with sales of
only 10-minute drive from downtown of Huizhou buildings remaining apartments
Poly Sunshine Town Located next to the Shenzhen Shantou Expressway and Palm Island Golf Residential and commercial For sale (partially
Course, the project enjoys an environment of natural scenery buildings delivered)
Shui Kou Project Located in the centre of Shuikou, Huicheng District, Huizhou and adjacent Residential and commercial Under planning
to Lujiangli Wetland Park buildings
Southwestern . . . . . . . . . Guiyang Poly Hot Spring Newisland Located in Wudang District amidst a picturesque setting at the centre of Residential and commercial Delivered with sales of
lake areas buildings remaining apartments
Poly International Center Located in the heart of Nanming District and standing on the bank of Residential and commercial Delivered with sales of
Nanming River with a shoreline of approximately 300 metres buildings and offices remaining apartments
Poly Clouds Hill International Located in Yunyan District and a five-minute drive from the downtown, Residential and commercial Delivered with sales of
which is convenient and easily accessible buildings remaining apartments
Poly Spring Street Located in the south of Wudang District and is one kilometre from the Residential and commercial For sale (partially
centre of the district buildings delivered)
Poly Park 2010 Located in Wudang District and in close proximity to the district Residential and commercial For sale (partially
administration centre, the project incorporates an 18-hole international buildings delivered)
standard golf course and enjoys comprehensive community facilities in
the neighbourhood
Poly The Place of A Lake Standing against the backdrop of Huaxi National Wetland Park and in the Residential and commercial For sale (partially
prime location in the scenic eco-tour zone of Huaxi District buildings delivered)
Poly Phoenix Bay Located in Nanming District built on the site previously occupied by Residential and commercial For sale (partially
Guiyang Power Plant, the project is a transportation hub linking the buildings and offices delivered)
downtown of Guiyang, Xiaohe and Huaxi Districts in the south
Zunyi Poly Metropolis of Future Located in the south of Zunyi, the project is close to the centre of Residential and commercial For sale (partially
transportation hub developed by the government and links to the old buildings and offices delivered)
town of Zunyi
Nanning Poly Crescendo Located in the north of Nanning, the project is approximately 20-minute Residential and commercial For sale (partially
drive from the city centre buildings delivered)
Poly Aegean Sea Located in Xiuxiang Avenue and adjection to the Lion Hill Park, the project Residential and commercial Delivered with sales of
120
enjoys convenient transportation and community facilities buildings remaining apartments
Poly Hearty Located at Mingxiu Road near the original site of Chongzuo CPC Academy, Residential and commercial For sale (partially
the project is a premium residential development in Beihu Subdistrict buildings and offices delivered)
Poly Dream River Located in the heart of the Liusha Peninsula, the project neighbours the Residential buildings For sale
state guesthouse Liyuan Resort and Qing Xiu Mountain Golf Course in
the east, Liusha Eco Park in the west with a planned gross floor area of
over a thousand acres, as well as a spectacular view of river in the
south
Poly Town Located at the junction of Qinghuan Road and Fengling South Road in Residential and commercial For sale (partially
Qingxiu District, in proximity to the three CBDs of Dongmeng, Longgang buildings and offices delivered)
and Wuxiang, facing Qingxiushan Park in the west and overlooking Yong
River in the south
Poly Town Phase II Located in the arm of Yong River in the eastern region of Dongmeng Residential and commercial For sale
Business Zone in Qingxiu District, and is adjacent to Qing Xiu Shan, a buildings and offices
5A-level scenic area
Liuzhou Poly Merization World Neighbouring the old town of Liubei on the west and the business district Residential and commercial Delivered with sales of
on the south, and standing on the Liu River bank with a shoreline of buildings, offices and hotels remaining apartments
more than 200 metres, the project boasts a prime location and natural
scenery
Kunming Poly Lakeside Mansion Located in Ninghu Xincheng of Datun District in Anning City, the project Residential and commercial Delivered with sales of
shares the same neighbourhood of ‘‘Kunming Sunny Lake & Splendid buildings remaining apartments
Life’’ which is one block away
Poly Sky and Earth Situated in the prime area of Renmin Road in the downtown area, the Residential and commercial Delivered with sales of
project is next to the City Stadium Station serviced by Metro Line 3, buildings and offices remaining apartments
which is currently under construction. The neighbouring area offers
comprehensive ancillary facilities
Poly One Family One World Located in the intersection of Er Huan Bei Road and Puji Road Residential and commercial For sale (partially
buildings and offices delivered)
Kunming Guan Du Project Located in Fangwang Area, Guandu District. Standing at the intersection of Residential and commercial Under construction and
the airport highway and the East Third Ring, well-positioned with buildings prepared for sale
convenient transportation. Fangwang Area has abundant educational
resources
Others . . . . . . . . . . . . . Wuhan Poly Plaza Located in Wuchang, the project is a comprehensive commercial complex Offices and commercial Delivered for lease and for
integrating commerce, fashion and culture buildings sale
Poly City The project is located in Hongshan District and is complemented by a full Residential buildings, offices For sale (partially
range of community and educational facilities and commercial buildings delivered)
Poly Blue Ocean District Located at the prime area of Wuchang District, the project boasts Residential and commercial Delivered with sales of
unparalleled panoramic lakeside views. Close to Wuhan Metro Line 2, buildings remaining apartments
121
the project enjoys an excellent transportation network
Poly Riverview Located in Wuchang, the central district of the city and near the Yangtze Residential and commercial For sale
River buildings
Poly Park Located at Hongtu Avenue in Dongxihu District close to Metro Line 2, the Residential and commercial Under planning
project is surrounded by numerous ancillary facilities buildings
Poly Up Town Located in the newly emerging Baishazhou area, the project is adjacent to Residential and commercial For sale (partially
Wuchang District and the new town of Nanhu. Located within the buildings and offices delivered)
Second Ring, the project neighbours the planned Metro Line 5
Jing He Lu Project Located in Airport Economic Zone and close to Jinghelu station of Metro Residential and commercial Under planning
Line 1 buildings
Jing Xi Ba Lu Project Located in Airport Economic Zone and is four kilometres from the office of Residential and commercial Under planning
Dongxihu District government, close to Sandian station of Metro Line 1 buildings
Harbin The Tsinghua Summer Palace Situated in Nangang District, the central district and is the cultural and Residential and commercial Delivered with sales of
of Poly education base for higher education, the project enjoys well-established buildings remaining apartments
community amenities
Poly Up Town New residential community located alongside Songhua River in Harbin Residential and commercial Delivered with sales of
West, designated by the government as a major residential area buildings remaining apartments
Poly The Water’s Fragrant Located in Songbei District, the project neighbours major provincial Residential and commercial For sale (partially
Dike government offices in Harbin and is only 500 metres from Songbei buildings delivered)
Avenue, with improving municipal facilities in surrounding areas
Poly City Located in Daoli District at the junction of West Youyi Road and Langjiang Residential and commercial For sale (partially
Road buildings delivered)
Qun Li 022 Project Located on the west of Qunli New District in Daoli District, a key Residential and commercial Under construction and
development area of Harbin buildings prepared for sale
Poly Tin Yor Located on the west of Qunli New District in Daoli District, a key Residential and commercial For sale
development area of Harbin buildings
Mudanjiang Poly Landscape Located in Jiangnan New District, the project is adjacent to Mudanjiang and Residential buildings For sale
Convention and Exhibition Cente
Jinan Poly Hyde Mansion Located in the Honglou business area of Licheng District, a commercial Residential and commercial Delivered with sales of
centre of the new district in the east of Jinan buildings remaining apartments
Poly Center Situated at the west of Jinan, the project is adjacent to Jinan West Market Residential and commercial Delivered with sales of
renowned as a hundred-year-old commercial market buildings remaining apartments
Poly Elegant Garden Neighbouring the Honglou business area, the project is located in Lixia Residential and commercial Delivered with sales of
District with convenient transportation buildings remaining apartments
Phili House Located at a prime location within a distance of 3.5 kilometres from the Residential and commercial For sale
New Jinan East Station and surrounded by four metro lines buildings and offices
Hai Zi Wa Project Located at Changqing District, with extensive scientific, education and Residential buildings Under construction and
human resources, excellent environment and convenient transportation prepared for sale
Poly Sheng Jing Tai Situated at Changqing District and in proximity to Metro Line R1 under Residential buildings For sale
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planning, Changqing Huanghe Bridge and Huayi Studios
Zhong Lu Mansion Located at the downtown of Zhangqiu, surrounded by a number of high Residential buildings For sale
schools with comprehensive ancillary facilities and convenient
transportation
Huai Yin Project Located in West Railway Station of Huaiyin District and is a key investment Residential buildings and For sale
promotion project of the government of Huaiyin District offices
Yantai Poly Champs Elysees Mansion Located next to the Phoenix Mountain Reservoir, the project enjoys a Residential buildings Delivered with sales of
convenient transportation network remaining apartments
Poly Blossom Garden Located in the core area of the Southern New City, the project is about 500 Residential buildings Delivered with sales of
metres from Guanzhuang Station of Yantai section of the planned remaining apartments
Qingrong Intercity Railway
Poly Ocean Luxe Situated in the core area in High-tech District, the project is north to Binhai Residential buildings For sale (partially
Road and is approximately 300 metres from the coastline, offering delivered)
unparalleled sea views
Weihai Poly Triumph Mansion Situated in the Huancui District, the project is close to the Xianguding Residential buildings Delivered with sales of
Scenic Spot and is east to the ocean, offering unparalleled sea views remaining apartments
Poly Maple Valley Located in the heart of Huancui District, the project is surrounded by hills Residential buildings Delivered with sales of
in three directions and is easily accessible with comprehensive ancillary remaining apartments
facilities in the neighbourhood
Caixin Poly Masterpiece Situated in the old town centre of the economic and technology Residential buildings For sale
development zone which is densely populated with robust business
activities, the project is easily accessible with convenient transportation
and comprehensive ancillary facilities
Zibo Poly Mansion Located at Linzi District with convenient transportation, comprehensive Residential buildings For sale
ancillary facilities and abundant nature resources, the project is situated
in a densely populated area
Poly City Located in the core business circle of the central business district of Zibo, Residential buildings For sale
the project is well supported by educational resources, convenient
transportation and well-developed facilities
Weifang Zoina Poly Mansion Strategically located at the intersection of Baotong Street and Weixian Residential buildings For sale (partially
Road in High-tech District delivered)
Tai’an High-speed Train New District Located in the core area of the High-Speed Train New District and adjacent Residential and commercial Under planning
Project to the Affiliated Experimental School of Taishan University buildings
Wanning Poly Peninsula No.1 Located in the resort district of Shenzhou Peninsula in Wanning City, Residential and commercial Under planning
Hainan Province, the project enjoys beautiful coastal resources buildings
Hong Kong and overseas . Hong Kong Kai Tak Vibe Centro Located in the Kai Tak Development Area of Kowloon near the Kai Tak Residential buildings Delivered with sales of
Station along the Shatin — Central MTR line under construction and will remaining apartments
take only 10 minutes by MTR to reach the core areas of Hong Kong
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Island
Tuen Mun Project Located in the Castle Peak Bay section of Castle Peak Road, Tuen Mun, Villas Under construction and
the project is a low-density beachside residential project encircled by prepared for sale
ancillary facilities such as Harrow International School Hong Kong, Gold
Coast and Tuen Mun Hospital in the neighbourhood
Yau Tong Project Located in Yau Tong District, Kwun Tong, Kowloon East, about 10-minute Residential and commercial Under construction and
walk distance from Yau Tong MTR station buildings prepared for sale
Kai Tak 6553 Project Located in the runway of the former Kai Tak airport, Kowloon, Hong Kong, Residential and commercial Under planning
the project enjoys the fascinating Victoria Harbor view with great buildings
development potential
London Cambium Project Located in Wandsworth, Southwest London, which is well-known for its Residential buildings Delivered with sales of
high-quality school district and tranquillity, the project is approximately remaining apartments
15-minute walk from the nearby subway station and approximately 30-
minute drive from Central London
New Land Bank Acquired in the First Half of 2020
The table below sets forth the summary of the land parcels acquired by the Group in the
first half of 2020:
Planned Interests
Planned Total Gross Attributable
New Project Property Type Total Site Area Floor Area to the Group Current Status
(’000 square (’000 square (%)
metres) metres)
Jinan Wuli Paifang Commercial and 44 224 70% Under

Project Phase I . . .... Residential construction
Shanghai Feng Xian Residential 31 96 100% Under planning
Project . . . . . . . . ....
Guangzhou Nan Sha Residential 16 49 100% Under planning
Project . . . . . . . . ....
Weihai Lin Gang Commercial and 58 121 40% Under planning
Project . . . . . . . . .... Residential
Harbin Ping Fang Commercial and 123 233 100% Under planning
Liuzhou He Dong Commercial and 55 116 100% Under planning
Total . . . . . . . . . . . . . . . 327 839
Jinan Wuli Paifang Project Phase I
The project is located in the western old city centre of Huaiyin District, Jinan, Shandong
Province, which is the core of Hexie Shopping Mall area. With well-developed road network and
convenient transportation, the project features comprehensive facilities and thriving commercial
activities. It is also close to healthcare facilities such as Shandong Provincial Hospital and Qilu
Children’s Hospital. The project, with a planned total gross floor area of approximately 224,000
square metres, is intended to be developed into high-rise residential buildings.
Shanghai Feng Xian Project
The project is located on the east side of Shanghai Fengxian High School, Nanqiao New
Town, Fengxian District, Shanghai. In close proximity to the city centre, the region is well
surrounded by commercial, educational and medical facilities and enjoys convenient
transportation and pleasant ecological environment. The site is approximately 400 meters from
the waterscape of ‘‘Shanghai Fish’’ and approximately 1.1 kilometres from Metro Line No. 5.
The project, with a planned total gross floor area of approximately 96,000 square metres, is
intended to be developed into high-rise residential buildings.
Guangzhou Nan Sha Project
The project is located in Huangge Town, Nansha District, Guangzhou, which is next to the
Nansha Poly City project of the Group. The site is 1 kilometre from Huangge Auto Town
Station, Metro Line No. 3. With well-developed road network nearby, the project is surrounded
by basic educational, commercial and medical facilities. This site can be developed together
with the Nansha Poly City project to increase supply. The project, with a planned total gross
floor area of approximately 49,000 square metres, is intended to be developed into high-rise
residential buildings.
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Weihai Lin Gang Project
The project is located in the centre of Lingang District, Weihai, and adjacent to Weihai No.
4 High School and Weihai Lingang Hospital. It is well-positioned with commercial facilities and
convenient transportation. Lingang District is the most active economic development zone and
the latest urban development area in Weihai. The project, with a planned total gross floor area
of approximately 121,000 square metres, is intended to be developed into high-rise residential
buildings.
Harbin Ping Fang Project
The project is located in the old city of Pingfang District, Harbin, where many well-known
industrial enterprises are situated. The site has convenient transportation and is well
surrounded by education and medical facilities. The primary development of the site has been
completed by the Group, who therefore gained advantages for subsequent development. The
project, with a planned total gross floor area of approximately 233,000 square metres, is
intended to be developed into high-rise residential buildings.
Liuzhou He Dong Project
The project is located in Hedong District of the central business district of Liuzhou and
adjacent to the Lianhua Mountain Scenic Area in the north. Situated in a prime location, it
features pleasant scenery. The site is planned to have direct access by light rail in the future
and enjoys convenient transportation, and well-developed commerce, education, healthcare
and municipal and recreational facilities in the vicinity. The project, with a planned total gross
floor area of approximately 116,000 square metres, is intended to be developed into high-rise
residential buildings.
Property Sales
For the years ended 31 December 2017, 2018 and 2019, and the six months ended 30
The table below sets forth the Group’s contracted sales by region for the years ended 31
December 2017, 2018 and 2019, and for the six months ended 30 June 2020:
For the Six Months

2017 2018 2019 2020
RMB (in RMB (in RMB (in RMB (in
millions) (%) millions) (%) millions) (%) millions) (%)
Yangtze River Delta Region . . 8,895 22% 12,439 31% 16,567 38% 5,935 30%
Pearl River Delta Region . . . . 4,736 12% 5,405 13% 4,017 9% 2,932 15%
Southwestern Region . . . . . . . 11,734 29% 9,790 24% 8,773 20% 5,527 28%
Other Regions . . . . . . . . . . . 9,153 23% 11,205 27% 12,532 29% 3,349 17%
Hong Kong . . . . . . . . . . . . . . 5,679 14% 1,941 5% 1,309 3% 1,824 9%
Total . . . . . . . . . . . . . . . . . . 40,197 100% 40,780 100% 43,198 100% 19,567 100%
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The table below sets forth the Group’s GFA of contracted sales by region for the years
ended 31 December 2017, 2018 and 2019 and for the six months ended 30 June 2020:
For the Six Months

2017 2018 2019 2020
’000 sq.m.
Yangtze River Delta Region . . . . . 310 346 520 205

Pearl River Delta Region . . . . . . . 281 300 196 155
Southwestern Region . . . . . . . . . 1,242 870 681 373
Other Regions . . . . . . . . . . . . . . 783 717 958 304
Hong Kong . . . . . . . . . . . . . . . . 28 9 4 6
June 2020, the Group recognized total sales of approximately RMB26.4 billion, RMB18.2 billion,
RMB33.5 billion and RMB11.0 billion, respectively, which corresponded to an aggregate GFA of
approximately 2.4 million sq.m., 1.6 million sq.m., 2.0 million sq.m. and 854,000 sq.m.,
respectively. For the years ended 31 December 2017, 2018 and 2019 and for the six months
ended 30 June 2020, the average price of the Group’s recognized sales was approximately
RMB10,865 per sq.m., RMB11,407 per sq.m., RMB16,474 per sq.m. and RMB12,932 per sq.m.,
respectively.
Project Development
Although each project development is unique and is designed to cater to the preferences
of specific target markets, the diagram below summarises the major stages typically involved in
the development of a property project:
Project Management
The Group develops and manages its projects primarily through individual project
companies. These project companies are responsible for managing the day-to-day operations
of each project, including construction, property management and after-sales services. The
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Group has adopted a centralised management model under which all of its PRC project
companies are controlled and supervised by the Guarantor and the Guarantor makes all
significant strategic decisions for the Group’s project companies, including matters relating to
business operation, land acquisition, project development planning and branding strategies. In
order to facilitate the daily activities of the Group’s project companies, the Group appoints
members of its local management team as directors of the project companies to carry out day-
to-day business functions, such as liaising with local government authorities and business
associates. The Guarantor believes that the centralised management model enables the Group
to make appropriate investment and strategic decisions relating to its business operations in an
efficient manner. It also allows the Group to better implement quality control of its projects
across different regions in the PRC, standardise its promotional efforts, enhance its branding
as well as respond effectively to changing customer preferences. In addition, while the Group
appoints the senior management team of its project companies, the remaining staff of its
project companies is highly localised. Accordingly, the project companies have good
understanding of the property markets and practices in the relevant regions and cities and
have effective communication with the local officials, contractors and buyers.
In addition to managing its businesses through a centralised management model, the

Group has established various specialised divisions to supervise and manage the major stages
of all of its project developments. The Group’s senior management team work closely with the
head of each division to provide management guidance and supervision. These divisions are
the product and design division, marketing division, cost control division, finance division,
investment division and audit division.
The Group seeks to increase its operating efficiency, optimise its operating capacities and
resources, enhance its negotiating power with suppliers and contractors and strengthen
synergies across its various projects in the areas of design, construction, marketing, finance
and sales through this management system.
Site Selection and Market Analysis
The Guarantor believes that site selection and market analysis are two major important
stages in the process of the Group’s property developments. The Group has therefore devoted
considerable management resources to the site selection and market analysis processes. Prior
to the acquisition of a parcel of land, the Group will collect all relevant information regarding
the potential land acquisition opportunity and conduct preliminary feasibility studies and market
research to evaluate the potential risk and return of the investment, potential demand for a
property development on such site, preferences of the target customer groups and potential
competition from other property developers in the vicinity. If necessary, the Group may also
engage external property consultants to conduct further market research and feasibility studies
with respect to the target site. The Group will proceed with the acquisition if it concludes from
its evaluation procedures that a particular site has good development potential with an
acceptable risk profile. All these procedures and measures are designed to help the Group
acquire land prudently and develop its projects with a clear market positioning from the outset.
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The Group conducts market research before it enters a new city. Among the key factors
the Group considers in city selection are the following:
. size and population of the city;
. the local government’s development and expansion plan for the city;
. general economic conditions and development conditions in the private sectors;
. purchasing power of the residents;
. demand and supply for properties in the past few years and in the future;
. urban planning and development;
. level of existing property developments; and
. availability of human resources for building up a new team in the new city.
The factors that the Group takes into account in making decisions on site selection and
product positioning include:
. site area, characteristics of the site and suitability for large-scale, integrated
residential community development;
. location in suburban areas with growth potential;
. government development plans and policies for the target site and the vicinity;
. overall cost structure and investment return of the potential development; and
. proximity to ancillary transportation, infrastructure and other facilities.
Land Acquisition
The PRC Rules regarding the Grant of State-Owned Land Use Rights by Way of Tender,
Auction and Listing-for-sale issued by the Ministry of Land and Resources provide that, with
effect from 1 July 2002, state-owned land use rights for the purposes of commercial use,
tourism, entertainment and commodity residential property development in the PRC may be
granted by the PRC government only through public tender, auction or listing-for-sale. When
land use rights are granted by way of public tender, an evaluation committee consisting of not
less than five members (including a representative of the grantor and other experts, and the
number of the members thereof shall be an odd number) evaluates and selects from the
tenders that have been submitted. In the case that land use rights are granted by way of public
tender, the land use rights shall be granted to the bidder which can satisfy all the
comprehensive evaluation standards set out in the bid invitation documents to the utmost or
can satisfy the substantial requirements set out in the bid invitation documents and offers the
highest price. Where land use rights are granted by way of auction, a public auction is
organised by the relevant local land bureau and the land use rights are granted to the highest
bidder. The Guarantor believes that these measures should result in a more transparent land
grant process, which should enable developers to compete more effectively. Under current
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regulations, where the land use rights were originally obtained by assignment, the real property
may only be transferred on the condition that (i) the assignment price has been fully paid in
accordance with the original assignment contract and a land use right certificate has been
obtained; and (ii) development has been carried out according to the original assignment
contract and if is a project in which buildings are being developed, development representing
more than 25 per cent. of the total investment has been completed, and if it is a project in
which buildings are completed, the building ownership certificate shall be obtained. If the land
use rights are obtained by way of allocation, transfer of the real property shall be subject to the
approval of the government vested with the necessary approval power as required under the
regulations of the State Council. If the people’s government vested with the necessary approval
power approves such a transfer, the transferee shall complete the formalities for assignment of
the land use rights, and where the government vested with the necessary approval power
decides according to the relevant regulations of the State Council that no assignment
formalities is needed, the transferee shall pay the transfer price to the State or be dealt
otherwise according to the relevant regulations of the State Council.
In addition to acquiring land through government-organised tender, auction or listing-for-

sale, the Group may also obtain land use rights through transfers from third parties or through
cooperative arrangements with third parties who hold the land use rights in the secondary
market.
In respect of each of purchase through public tender or auction and purchase in the
secondary market, the purchase price of the land typically includes all expenses required to
deliver land use rights, such as resettlement expenses. In addition, where the land to be
developed comprises land on which buildings have been erected and/or is occupied, the house
expropriation departments may authorise the Group to undertake the specific work of house
expropriation and compensation before demolition and site clearance is carried out in
accordance with the Building on State-owned Land Expropriation and Compensation
Regulation promulgated by the State Council on 21 January 2011 and the Opinions on
Accelerating the Redevelopment of Shantytown Area in 2013 and subsequent redevelopment
policies.
Financing of Property Developments
The Group’s financing mechanism may vary from project to project and are subject to
limitations imposed by PRC regulations and monetary policies. Historically, the Group’s main
sources of funding for its property developments are internal funds, proceeds from pre-sale
and sales of properties as well as borrowings from banks and other financial institutions. The
Group typically uses internal funds, proceeds from pre-sale and loans from PRC commercial
banks to finance the construction costs for its property developments. The Group may also
enjoy funding support from the Company Group. In addition, from time to time, and subject to
applicable PRC regulations, the Group seeks to obtain further funding to finance its project
developments by accessing the international capital markets.
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Project Planning and Design Work
The Group has a product and design division which works closely with its project
managers as well as external designers and architects in master planning and architectural
design. The Group’s senior management is actively involved in the master planning of its
projects while the Group’s project companies are primarily responsible for the landscape,
interior and construction blueprint design.
Planning and design of the Group’s projects typically involve the following major steps:
. Concept design — evaluating the characteristics of the site and determining the
theme to be applied to the project.
. Product design — analysing and determining the appropriate infrastructure required

to materialise the project theme, including the type of property, ancillary facilities and
landscaping.
. Construction blueprint design — determining the steps of overall construction and

interior design, amount of construction materials and equipment required.
The Group collaborates with well-known external design firms in relation to its design work
from time to time. The Group seeks to distinguish its property developments by their leading
and unique design concept and place great emphasis on offering innovative features, improving
process engineering and adding additional functions to its property developments.
Project Construction and Management and Quality Control
The Group develops and manages its projects primarily through individual project
companies. It designates project managers to each project and maintains control over the
finance and accounting, procurement of key construction items and supervision of construction
costs of its projects.
The Group places a strong emphasis on quality control to ensure that its properties and
services comply with relevant rules and regulations relating to quality and safety and meet
market standards. It typically contracts with reputable design and construction companies and
procure items from highly regarded suppliers to ensure the quality of sub-contracted work.
The Group contracts out its construction work to independent construction companies
through a statutory tender process. Its finance division and engineers from its project
companies typically set up tender teams and are responsible for selecting its construction
contractors. Typically, more than three construction contractors are invited to participate in a
tender process. In selecting contractors, factors that are taken into account include the
reputation of the contractors, track records in similar projects, creditworthiness, technical
capabilities, proposed construction blueprint and pricing. These construction companies carry
out various types of work, including foundation digging, construction, equipment installation
and various engineering work.
Prior to the commencement of some major individual construction work, the Group’s
construction contractors may be required to build construction work models and submit them
for its inspection and approval. Full-scale construction may only begin once the submitted
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samples have been examined and approved. During construction, every work phase must
undergo self-inspection, inter-process inspection and professional inspection from independent
third parties. The construction companies are required to ensure that the construction work
satisfies construction specifications and guidelines laid down by relevant authorities before
they are submitted for inspection and examination by the Group’s project management teams.
The quality and timeliness of the construction is usually warranted by contract. In the event of
delay or poor workmanship, the Group may require the construction contractor to rectify the
defect or pay a penalty.
The Group also engages external quality supervisory companies to conduct quality and
safety control checks on construction and workmanship on its sites. It maintains strict and fully
documented guidelines in respect of all procedures involved in the construction process and
external contractors are required to adhere to the guidelines and report any exceptions.
The Group’s contractors are typically responsible for procuring the construction items to
be used in its projects, but in certain circumstances the Group may specify the supplier of
construction items in order to ensure that they meet its particular requirements. For a
substantial part of the Group’s purchases of key construction items, such as steel and lifts, the
Group typically designates a few large reputable suppliers from whom its contractors must
source their construction items. Under the construction contracts with its contractors, the
Group has a right to randomly inspect raw items before they are used in its projects. The
Guarantor believes that these measures allow the Group to better control the quality of key
construction items used in its projects and ensure timely completion of the projects.
Substantially all of the costs of construction items are accounted for as part of the contractor
fees upon settlement with the relevant contractors. Apart from civil engineering construction,
the Group’s construction work also includes interior decoration, gardening and landscaping,
which are entirely outsourced to independent service providers.
The construction contracts the Group enters into with construction companies typically
contain warranties with respect to quality and timely completion of the construction projects. In
addition, the Group requires construction companies to comply with PRC laws and regulations
relating to the quality of construction as well as its own standards and specifications. The
contractors are also required to comply with the Group’s quality control measures, such as
appointment of on-site project representatives to oversee the progress, quality and safety of
the construction, pre-examination of construction items before they are used in the project and
on-site inspection. The Group also appoints an independent external project management
company to supervise its project construction to further ensure the quality and integrity of its
projects. The Group’s construction contracts generally provide for progressive payments with
reference to milestones reached. It typically withholds no less than 5 per cent. of the contract
sum for one to two years after completion of the construction as additional quality assurance.
In the event of a delay in construction or unsatisfactory workmanship, the Group may require
the construction companies to rectify the defects at their expense or compensate the Group.
Pre-sale
Similar to other property developers, the Group typically pre-sells properties prior to
completion of their construction. Pursuant to the Measures for Administration of Pre-sale of
Commodity Properties (the ‘‘Pre-sale Measures’’) promulgated by the Ministry of Construction
131
of the PRC on 15 November 1994, as amended on 15 August 2001 and 20 July 2004, the
Group must have complied with the following conditions prior to commencing any pre-sale of
any particular property development:
. the land premium has been fully paid and the relevant land use right certificates have
been obtained;
. the required construction work planning permit and the construction work
commencement permit have been obtained;
. the funds contributed to the property developments where property units are pre-sold
may not be less than 25 per cent. of the total amount invested in a project and the
progress and the expected completion date and delivery date of the construction
work have been confirmed; and
. the pre-completion sale has been registered and a pre-sale permit have been
obtained.
The proceeds from the pre-sale of the Group’s properties must be used to develop the
relevant project. Further, the Pre-sale Measures authorises construction administrative authority
of the provinces and autonomous regions and the construction administrative authority or the
real estate administrative authority of the municipalities directly under the Central Government
to set up their implementation rules in accordance with the Pre-sale Measures.
Marketing
The Group’s principal customers are individual purchasers of residential properties.
The Group’s marketing division is responsible for determining the overall branding and
theme for the marketing campaigns for the Group while the marketing teams of its project
companies are responsible for the local marketing activities in relation to its development
projects. The marketing teams of the Group’s project companies participate in conducting
feasibility studies based on market analysis, design sales and pricing strategies and determine
appropriate advertising and sales plans for a particular property development and for a
particular phase of the sales cycle. They also work with the Group’s relevant divisions to plan
and organise efficient and orderly on-site sales processes, arrange marketing activities and
assist in communicating with customers.
In addition, the marketing teams of the Group’s project companies design and execute
overall marketing strategies, which may include advertising campaigns in newspapers,
television, direct mail, text messages, social media, project brochures and project models.
They may also work with the Company’s culture and art business units or its relevant
subsidiaries to organise marketing activities such as performances by famous artists or singers
and antique exhibitions.
The Group also sets up sales office and display units onsite and use third-party real estate
agents to promote its properties to customers. These third-party real estate agents are
primarily responsible for showing potential customers the Group’s display units and answering
any questions they may have regarding the Group’s projects. In consideration of their services,
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the Group typically pays them a commission based on the sales they make. The Group tailors
its marketing strategies to suit the preferences of its target customers, depending on the
particular real estate market in which it is operating.
Delivery and After-sales Services
The Group strives to deliver its products to its customers in a timely manner. It closely
monitors the progress of construction of its property projects as well as conduct pre-delivery
property inspections to ensure timely delivery. The time frame for delivery is set out in the
purchase contracts the Group enters into with its customers. Once a property project or project
phase has passed the requisite inspections and is ready for delivery, the Group’s customer
service staff will notify the purchasers to make the necessary arrangements for delivery. Its
sales and construction staff, together with staff of the property management company, inspect
the properties prior to delivery to ensure that they meet the required quality.
The relevant customer service centre within the Group’s individual project company is
responsible for managing its after-sales services. The Group offers multiple communication
channels to its customers to provide their feedback and complaints about its products or
services. The Group’s property management companies are responsible for handling customer
complaints. Furthermore, the Group generally assists the purchasers of its properties in
obtaining their property ownership certificates through its customer service centres.
The Group provides its customers with a warranty for the quality of the structure and
certain fittings and facilities of its property developments in accordance with relevant rules and
regulations.
Payment Mechanisms
Purchasers of the Group’s residential properties, including those purchasing pre-sale

properties, may arrange for mortgage loans with banks. The Group typically requires
purchasers of its properties to pay a deposit upon signing of a preliminary sale and purchase
agreement. If the purchasers later decide not to enter into a formal sale and purchase
agreement, such deposit will be forfeited. Upon executing purchase contracts, purchasers are
typically required to pay not less than 30 per cent. of the total purchase price of the property. If
purchasers choose to make a lump-sum payment, the remaining purchase price balance is
typically required to be paid no later than three months after the execution of the purchase
contracts. If purchasers choose to fund their purchases by mortgage loans provided by banks,
under current PRC laws and regulations, they may obtain mortgage loans of up to a maximum
of 70 per cent. for first time purchasers of units for own residential use or 40 per cent. for non-
first time purchasers of residential properties of the purchase price with a repayment period of
not exceeding 30 years. These purchasers are typically required to pay the remaining balance
of that portion of the purchase price that is not covered by the mortgage loans prior to the
disbursement of the mortgage loans by mortgagee banks. The Group typically receives the
mortgage payments from mortgagee banks within approximately 60 days of the execution of
the purchase contracts. The payment terms of sales and pre-sale of properties are substantially
identical.
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In line with industry practice, the Group provides guarantees to banks with respect to the
mortgage loans offered to purchasers of its properties. These guarantees are released upon the
earlier of (i) the relevant property ownership certificates being delivered to the purchasers; and
(ii) the settlement of mortgage loans between the banks and purchasers of the Group’s
projects. In line with industry practice, the Group does not conduct independent credit checks
on purchasers of its properties, but rely on the credit checks conducted by the banks. As at 31
December 2017, 2018 and 2019, and as at 30 June 2020, the maximum guarantees given to
banks by the Group over the mortgage loans of purchasers of its properties amounted to
HK$28.7 billion, HK$24.8 billion, HK$30.0 billion and HK$29.8 billion, respectively. The Group
has historically experienced a low rate of default on mortgage loans guaranteed by it and such
defaults have not had a material and adverse effect on its financial condition or results of
operations. Please see ‘‘Risk Factors — Risks relating to the Group’s business — The terms on
which mortgage loans are available, if at all, may affect the Group’s sales’’.
Property Management
The Group’s completed projects are typically managed by the Group’s project
management companies to ensure that the quality of such projects can be maintained. These
companies would provide after-sales services to purchasers of the Group’s properties,
including rental agency, security, maintenance, operation of clubhouse, gardening and
landscaping services.
Property Investment
As at 30 June 2020, the Group owned investment properties in Shanghai, Beijing, Wuhan,
Shenzhen and other cities, which amounted to a GFA of 794,000 sq.m.
The table below is a summary of the Group’s portfolio of major investment properties and
hotels as at 30 June 2020:
Interests
Major Investment Gross Floor Attributable to
Location Properties and Hotels Area Held the Group Property Type
(‘000 square (%)
metres)
Investment Properties
Beijing . . . . . . . . . . . . . Beijing Poly Plaza 15 75% Office
Shanghai . . . . . . . . . . . Shanghai Poly Plaza (partial) 34 100% Office and
Commercial
Shanghai . . . . . . . . . . . Shanghai Stock Exchange 48 100% Office
Building (partial)
Shenzhen . . . . . . . . . . . Shenzhen Poly Cultural 135 100% Commercial
Plaza (partial)
Wuhan . . . . . . . . . . . . . Wuhan Poly Plaza (partial) 97 100% Office and
commercial
Hotels
Beijing . . . . . . . . . . . . . Beijing Poly Plaza Hotel 63 75% Hotel
Shanghai . . . . . . . . . . . Hyatt Regency Shanghai 69 100% Hotel
Jiading
Wuhan . . . . . . . . . . . . . Wuhan Poly Hotel 28 100% Hotel
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Property Management
The Group has several property management companies providing hotel management and
high-quality property services.
June 2020, the number of properties subscribing to the Group’s property management services
was 145, 195, 222 and 199, respectively, which corresponded to an aggregate GFA of 29.5
million sq.m., 33.8 million sq.m, 37.7 million sq.m. and 35.3 million sq.m., respectively.
COMPETITION
The Guarantor believes that the property market in the PRC is highly fragmented and that
there is no single dominant market player. Competition is primarily based on factors such as
location, facilities and supporting infrastructure, services and pricing. The Group’s existing and
potential competitors include major domestic developers and, to a lesser extent, foreign
developers primarily from Asia, including several leading developers from Hong Kong. Some of
the Group’s competitors target different segments of the PRC real estate market; some engage
in other activities in addition to real estate development; and some are focused regionally or
nationally. For more information on competition, please refer to ‘‘Risk Factors — Risks relating
to the Group’s industry — Increasing competition in the PRC, particularly in the Yangtze River
Delta Region, the Pearl River Delta Region and the Southwestern region, may adversely affect
the Group’s business, financial condition and results of operations’’.
INTELLECTUAL PROPERTY RIGHTS
The Group relies on a combination of trademarks and domain name registrations to

establish and protect its brand name, logos, marketing designs and internet domain names.
The Group uses the registered trademarks as the names and logos of its real estate projects
which appear in all promotion material and advertisements for its projects. These registered
trademarks have been widely recognised by the public as being synonymous with the Group’s
business. The Group also uses registered domain names to promote its projects and enhance
public awareness of its business.
INSURANCE
The Group carries employer’s liability insurance for medical and related expenses that its
employees may incur as a result of personal injuries at its workplace or on construction sites of
its property developments. The Group sometimes may maintain property damage or third-party
liability insurance in respect of its workplace or property developments. Under existing PRC
law, these types of commercial insurance are not mandatory for property developers in respect
of their property development operations and may be purchased on a voluntary basis. The
Guarantor believes that the Group’s insurance practice is in line with customary practice in the
PRC real estate industry.
In accordance with the typical contractual terms the Group enters into, the construction
companies are responsible for quality and safety controls during the course of construction and
are required to maintain accident insurance for their construction workers pursuant to PRC
laws and regulations. To help ensure construction quality and safety, the Group has a set of
standards and specifications for the construction workers to comply with during the
135
construction process. The Group engages qualified supervision companies to oversee the
construction process. In general, the owner or manager of properties under construction bears
civil liability for personal injuries arising out of construction work unless the owner or manager
can prove that it is not at fault. In addition to requiring the construction workers to follow its
standards and specifications, the Group also requests its construction companies to take other
precautionary measures such as erecting temporary protection walls around the work site to
prevent unauthorised access, ensuring stairwells and lift wells are secured, conducting regular
safety checks on cranes and lifts and erecting warning signs near hazardous areas. Since the
Group takes reasonable steps to prevent construction accidents and personal injuries, the
Guarantor believes that the Group will generally be able to demonstrate that it was not at fault
as the property owner if a personal injury claim is brought against it. The Guarantor believes
that the Group has sufficient insurance coverage in place and that the terms of its insurance
policies are in line with industry practice in the PRC. The Group may re-evaluate the risk profile
of the property markets and adjust its insurance practice from time to time. Please see ‘‘Risk
Factors — Risks relating to the Group’s business — The Group may not have adequate
insurance to cover its potential losses and claims’’.
LEGAL PROCEEDINGS
The Group is involved, from time to time, in legal proceedings arising in the ordinary
course of its operations.
Except as disclosed in this Offering circular, as at the date of this Offering Circular, neither
the Guarantor nor its subsidiaries was involved in any litigation or arbitration proceedings which
is material in the context of the offering of the Notes and the Guarantor is not aware of any
such litigation or proceedings pending or threatened against it or any of its subsidiaries which
is material in the context of the offering of the Notes.
EMPLOYEES
As at 30 June 2020, the Group has approximately 10,761 employees.
The Group provides its staff with various benefits including year-end double-pay,
discretionary bonus, contributory provident fund, share options and medical insurance. Staff
training is also provided as and when required.
The Group maintains a good working relationship with its employees and has not
experienced any labour disputes that could cause a material and adverse effect on the
operation and performance of the Group.
ENVIRONMENTAL MATTERS
The Group is subject to a variety of laws and regulations concerning environmental

protection. Please refer to ‘‘Risk Factors — Risks relating to the Group’s business — Potential
liability for environmental problems could result in substantial cost’’. As at the date of this
Offering Circular, none of the Guarantor or any other member of the Group is in breach of any
applicable environmental laws and regulations which has led to penalties imposed by the
environmental authorities that are material in the context of the offering of the Notes and there
are no existing legal proceedings, arbitrations or administrative penalties against the Guarantor
or any other member of the Group that are material in the context of the offering of the Notes.
136
HEALTH AND SAFETY MATTERS
Under PRC laws and regulations, the Group, as a property developer, has very limited
potential liabilities to the workers on and visitors to its construction sites, most of which rest
with its contractors, unless the accidents or personal injuries are due to the fault of the
property developer. Under the Construction Law of the PRC and pursuant to the Group’s
construction contracts, the construction contractor assumes responsibility for the safety of the
construction site. The main contractor will take overall responsibility for the site, and the
subcontractors are required to comply with the protective measures adopted by the main
contractor. Under the Environmental and Hygienic Standards of Construction Work Site, a
contractor is required to adopt effective occupational injuries control measures, to provide
workers with necessary protective devices, and to offer regular physical examinations and
training to workers who are exposed to the risk of occupational injuries. To the Guarantor’s
knowledge, there has been no non-compliance with the health and safety laws and regulations
by the Group’s contractors or subcontractors during the course of their business dealings with
the Group that is material in the context of the offering of the Notes. In addition, the Group’s
project directors and project management teams engage in a safety inspection from time to
time to ensure the safety of the work environment of the Group’s construction sites.
TRANSACTIONS WITH RELATED PARTIES
The Guarantor has, from time to time, entered into transactions with its related parties
including its affiliated companies. See Note 47(b) to the audited consolidated financial
statements of the Guarantor as of and for the year ended 31 December 2019 which are
included elsewhere in this Offering Circular.
The Guarantor believes that each of its related party transactions was entered into in the
ordinary course of business and on arm’s length basis in the Guarantor’s interest and the
interest of its shareholders.
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DESCRIPTION OF THE COMPANY
OVERVIEW
The Company is one of the large-scale state-owned enterprises under the supervision of
the SASAC. The principal businesses of the Company Group include real estate, trading,
natural resources, civil chemicals and culture and art. The Company ranked 191st in the 2020
Fortune 500 with its operating revenue.
In recognition of its achievements, the Company Group has received numerous awards
including the following:
. the Company Group was assigned by the SASAC as one of the eight state-owned
large capital investment companies to promote state-owned capital management and
investment;
. the Company Group was awarded the ‘‘Special Prize on Management Progress’’ by
the SASAC in 2010;
. on April 27, 2012, the Trademark Office of the State Administration for Industry and
Commerce (‘‘SAIC’’) announced to the public that the ‘‘poly’’ trademark of the
Company Group was recognized as a famous trademark of China;
. in 2010, the Company Group won the ‘‘Best Innovation Award for Property Rights
Trading’’ issued by the Beijing Property Rights Exchange and the ‘‘Excellent
Organization Award’’ for property rights trading of central enterprises in 2009 issued
by the Shanghai United Property Rights Exchange;
. in 2010, the Company Group was rated as the advanced unit of foreign direct
investment statistics by MOFCOM; and
. in the business performance appraisal of the person in charge of the central

enterprise in 2018 and the business performance appraisal of the central enterprise in
the fifth term from 2016 to 2018 organized by the SASAC, the Company Group was
awarded A-level and the title of ‘‘outstanding performance enterprise’’. During the
period of 2010–2018, the Company Group has been awarded eight times of A-level
annual business performance assessment for the person in charge of central
enterprises, three times of A-level business performance assessment for tenure, and
three times of ‘‘outstanding performance enterprise’’.
The Company prepares its consolidated financial statements in accordance with the PRC
Generally Accepted Accounting Principles. For the years ended 31 December 2018 and 2019,
the Company Group’s revenue was RMB305.65 billion and RMB394.80 billion, respectively. As
at 31 December 2018 and 2019, the Company Group’s total assets were RMB1,087.28 billion
and RMB1,312.89 billion, respectively.
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REAL ESTATE
The Company Group was named by the SASAC as one of the key real estate state-owned
enterprises, and was consecutively ranked top five among all real estate development
enterprises in the PRC in terms of contracted sales in 2017, 2018 and 2019.
The Company Group primarily conducts its real estate business through the Guarantor
and other subsidiaries of the Company Group. Leveraging on its well-recognised brand and
management capabilities, the Company Group has successfully expanded its operations across
the nation. It offers a broad variety of products including, but not limited to, residential
properties, villas, office buildings, commercial arcades and apartments.
CULTURE AND ART
The Company Group primarily conducts its culture and art business through Poly Culture
Group Co., Ltd. (‘‘Poly Culture’’) and its subsidiaries. Poly Culture was listed on the main board
of the Hong Kong Stock Exchange in 2014 (Stock code: 3636). Since its establishment in 2000,
Poly Culture has formed an industry layout of three areas: performance and theatre
management, art business and auction, and cinema investment and management, of which
performance and theatre management, and art business and auction have been playing a
leading role in the industry. Based on its three main businesses, Poly Culture is expanding
culture finance, art education, culture tourism and cultural creativity to promote industry
upgrade.
Beijing Poly Theatre Management Corporation Limited, a member of the Company Group
engaged in the theatre management and performance operation, has 68 theatres under the
management located in 60 cities in China.
Poly Film Investment Corporation Limited, a subsidiary of Poly Culture, is engaged in

cinema investment and management, including cinema investment, construction and
management, film projection research and development, and film and TV program investment.
In 2019, it directly operated 73 cinemas.
Beijing Poly International Auction Co., Ltd., founded by the Company Group in 2005,
achieved an auction turnover of RMB8.6 billion in total in 2019, and continues to lead the
global auction market of Chinese artworks.
TRADING
Poly International Holdings Limited was incorporated in 2014 on the basis of Poly
Technology Co. Ltd. It is the main platform for the Company group’s international trade,
overseas resource development, and engineering construction and investment. At present, it
has four major business segments: defence product R&D and technical services; construction
of and investment in infrastructure and engineering; civil trade; and investment.
139
LIGHT INDUSTRY
China Light Industry Group was incorporated into the Company Group in September 2017
as a wholly-owned subsidiary. Its main business includes R&D and manufacturing of light
industrial products and equipment, related engineering contracting and design, trade logistics
and services. It owns the listed company China Haisum Engineering Co. Ltd (SZ.002116) and
four national research institutes.
ARTS AND CRAFTS
China National Arts and Crafts Group Co. Ltd, which was established in 2007 by the
reorganization of two state-owned enterprises, was integrated into the Company Group in
September 2017 as a wholly-owned subsidiary. It is engaged in the arts and crafts industry,
precious metal industry, international trade, and asset management, etc. It has been ranked
first for all-rounded capabilities in the Chinese arts and crafts industry for years.
CIVIL EXPLOSIVES
Poly Permanente Union Holding Group Limited is China’s largest civil explosive enterprise,
which engages in explosive materials research, production, marketing, explosive engineering
and technical services. It is based mainly in Guizhou, Shandong, Liaoning, Gansu, Xinjiang,
Henan, Tibet, Jiangxi and other provinces. Its main products are emulsion explosives,
expanded explosives, ammonium nitrate fuel oil explosives, electric detonators and detonators.
The Company Group has a permitted explosive production capability of 450,000 tons, ranked
first in China.
FINANCE
The Company Group’s finance business segment manages RMB 100 billion in assets and
7 funds, and has invested in over 100 projects in culture, real estate, civil explosives,
innovation, and other fields.
Poly Investment Holding Co. Ltd was established in 2013 as a wholly-owned subsidiary of
the Company Group.
Poly Finance Co. Ltd was approved by the CBRC in 2007 and established in 2008. Poly
Finance Co. Ltd is affiliated with China Poly Group Co. Ltd, a Sino-foreign joint venture non-
bank financial institution which provides financial services to members of the Company Group
in order to strengthen the Company Group’s fund management and to improve the efficiency of
the use of the Company Group’s funds.
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DIRECTORS
The directors of the Guarantor as at the date of this Offering Circular are as follows:
Name Age Position
Mr. Zhang Bingnan . . . . . . . . 48 Chairman and Executive Director

Mr. Han Qingtao . . . . . . . . . . 59 Vice Chairman and Executive Director
Mr. Xue Ming . . . . . . . . . . . . 58 Executive Director
Mr. Wang Jian . . . . . . . . . . . 48 Managing Director and Executive Director
Mr. Ye Liwen . . . . . . . . . . . . 50 Executive Director
Mr. Zhu Weirong . . . . . . . . . . 57 Executive Director
Mr. Ip Chun Chung, Robert. . . 63 Independent Non-Executive Director
Mr. Choy Shu Kwan . . . . . . . 64 Independent Non-Executive Director
Ms. Leung Sau Fan, Sylvia . . 55 Independent Non-Executive Director
Mr. Wong Ka Lun . . . . . . . . . 70 Independent Non-Executive Director
The biographies of the Guarantor’s directors as at the date of this Offering Circular are as
follows:
Mr. Zhang Bingnan, aged 48, is the chairman and an executive director of the Guarantor.
He holds a doctoral degree in economics from Xi’an Jiaotong University. Mr. Zhang is a
director and the general manager of Poly (Hong Kong) Holdings Limited and the chairman of
Poly Property Group Co., Limited (a wholly owned subsidiary of the Guarantor established in
the PRC). He was the vice president and secretary-general of the China Gold Association, the
assistant to the general manager of China National Gold Group Co., Ltd, the general manager
of Liaoning Area, and a director and the general manager of Liaoning Co., Ltd. Mr. Zhang
currently also acts as a director and the general manager of China National Arts and Crafts
(Group) Corp.
Mr. Han Qingtao, aged 59, is the vice chairman and an executive director of the
Guarantor. He holds an Executive Master Degree of Business Administration from Zhongnan
University of Economics and Law. He has over 20 years’ experience in finance and
management. Mr. Han is responsible for the operation and management of the Group and is
the managing director of Poly (Hong Kong) Holdings Limited. Mr. Han was the managing
director of Poly Southern Group Limited during the period from December 2005 to September
2007; an executive director of the Guarantor during the period from October 2007 to August
2011 and a senior officer of the Real Estate Department of Company during the period from
August 2011 to October 2014.
Mr. Xue Ming, aged 58, is an executive director of the Guarantor. He was the chairman of
the Guarantor during the period from April 2010 to February 2019 and the managing director of
the Guarantor during the period from July 2009 to October 2014 respectively. He holds a
master’s degree in Economics from Renmin University of China in the PRC. Mr. Xue is a senior
economist with over 37 years’ experience in management. He is also a deputy general manager
of the Company and a director and the general manager of Poly (Hong Kong) Holdings.
141
Mr. Wang Jian, aged 48, is an executive director of the Guarantor. Mr. Wang holds a
master’s degree in architecture from South China University of Technology. Mr. Wong is a
director of Poly (Hong Kong) Holdings Limited and a director and general manager of Poly
Property Group Co., Limited. Prior to joining the Guarantor, Mr. Wang was the deputy general
manager of Poly Developments and Holdings Group Co., Ltd, a substantial shareholder of the
Guarantor, for over ten years.
Mr. Ye Liwen, aged 50, is an executive director of the Guarantor. Mr. Ye holds a bachelor
degree from Dongbei University of Finance & Economics and a master degree in business
administration degree from Beijing University in the PRC. He also worked with the Company as
a senior officer for the period from 1994 to 2001. Mr. Ye has joined the Guarantor since 2001
and is the deputy general manager of the Guarantor and the chief financial controller of Poly
(Hong Kong) Holdings Limited.
Mr. Zhu Weirong, aged 57, is an executive director of the Guarantor. He holds a master’s
degree in International Relations from the Department of International Politics at Peking
University. With over 20 years of experience in management, Mr. Zhu joined the Group in June
2001 and currently acts as a deputy general manager of the Group. He is in charge of Human
Resources Department and Administration Department in Hong Kong, Executive Directors’
Office, Hubei Investments Co., Hubei Properties, Hubei Poly Hotel, Beijing Poly Plaza, Beijing
Legend Garden Villas and leasing properties. Mr. Zhu is also a director of certain subsidiaries
of the Company, namely, Bassington Investments Limited, Beijing Legend Garden Villas Co.,
Ltd., Beijing Polystar Digidisc Co., Ltd., Big Support Limited, Brilliant Blossom Limited,
Charmtop Limited, Ease Trade Global Limited, East Ever Limited, Gallop Light Limited, Glad
East Limited, Golden Huge Limited, Higher Sky Limited, Hubei Poly Investments Co., Limited,
Hubei Properties Co., Limited, Hubei Poly Hotel Co., Limited, Large Victory Limited, Leading
Rich Holdings Limited, Long Wei Limited, Poly Plaza Limited, Rapid Bloom Limited, Reach Tall
Limited, Sea Progress Limited, Sunshine Benefits Limited and Well Eagle Limited.
Mr. Ip Chun Chung, Robert, aged 63, is an independent non-executive director of the
Guarantor. Mr. Ip has joined the board of directors of the Guarantor since January 2001 and is
a member of both the audit committee and risk management committee of the Guarantor. He is
a practising solicitor. Mr. Ip is also an independent non-executive director of China Data
Broadcasting Holdings Limited (Stock code: 8016) and Value Convergence Holdings Limited
(Stock code: 821).
Mr. Choy Shu Kwan, aged 64, is an independent non-executive director of the Guarantor.
Mr. Choy holds a master degree in business administration and has over 35 years’ extensive
experience in financial business and investment management. Mr. Choy is a member of both
the audit committee and remuneration committee, and also the chairman of the risk
management committee of the Guarantor. He is also an independent non-executive director of
Skyfame Realty (Holdings) Limited (Stock code: 59).
Ms. Leung Sau Fan, Sylvia, aged 55, is an independent non-executive director of the
Guarantor. Ms. Leung holds a bachelor degree in accountancy from City University of Hong
Kong and a bachelor of laws degree from University of London. She is a chartered secretary
and has over 20 years of experience in dealing with listing related and corporate finance areas.
142
Ms. Leung is the chairlady of audit committee, the member of remuneration committee and risk
management committee. Ms. Leung is also an independent non-executive director of China
Aerospace International Holdings Limited (Stock code: 31).
Mr. Wong Ka Lun, aged 70, is an independent non-executive director of the Guarantor.
Mr. Wong holds a bachelor degree in social sciences majoring in economics and psychology
from The University of Hong Kong. During his career, he had held various executive and
management positions with Cathy Pacific Airways, John Swire & Sons (China) Limited and
Swire Travel Limited. He is currently an executive board member of Hong Kong Air Cadet
Corps and a director of the board of The Hong Kong International Film Festival Society Limited.
He has joined the Guarantor since November 2012 as an independent non-executive director
and members of both the Audit Committee and Remuneration Committee, has been the
chairman of the Remuneration Committee since May 2013. He has been appointed as a
member of Risk Management Committee since December 2015.
DIRECTORS’ INTERESTS IN SECURITIES
As at 30 June 2020, according to the register maintained by the Guarantor pursuant to

Section 352 of the SFO, or as otherwise notified to the Guarantor and The Stock Exchange of
Hong Kong Limited (the ‘‘Stock Exchange’’) pursuant to Appendix 10 Model Code for
Securities Transactions by Directors of Listed Issuers (the ‘‘Model Code’’) of the Listing Rules,
the interests of the Directors in the shares and underlying shares of the Guarantor were as
follows:
Mr. Zhang Bingnan held 1,150,000 options to subscribe 1,150,000 (0.03%) shares of the
Guarantor.
Mr. Han Qingtao held 1,150,000 options to subscribe 1,150,000 (0.03%) shares of the
Guarantor.
Mr. Xue Ming held 1,020,000 (0.03%) shares of the Guarantor.
Mr. Wang Jian held 1,150,000 options to subscribe 1,150,000 (0.03%) shares of the
Guarantor.
Mr. Ye Liwen held 850,000 options to subscribe 850,000 (0.023%) shares of the
Guarantor.
Mr. Zhu Weirong held 850,000 options to subscribe 850,000 (0.023%) shares of the
Guarantor.
Mr. Choy Shu Kwan held 300,000 (0.01%) shares of the Guarantor.
Miss Leung Sau Fan, Sylvia held 33,000 (0%) shares of the Guarantor.
143
SUBSTANTIAL SHAREHOLDERS
The register of substantial shareholders maintained by the Guarantor pursuant to Section

336 of the SFO shows that, as at 30 June 2020, the following shareholders, other than those
disclosed in the section headed ‘‘Directors — Directors’ Interests in Securities’’, had notified the
Guarantor of their relevant interests in the shares and underlying shares of the Guarantor as
follows:
Number of shares
Approximate
percentage of
the issued
Held by controlled Total number share capital of
Name of shareholder Beneficial owner corporation(s) of shares the Company
Long position
China Poly Group Corporation 253,788,246 1,478,871,116 1,732,659,362 47.32%
Limited . . . . . . . . . . . . . . . . (Note 1)
Poly Developments and — 1,478,871,116 1,478,871,116 40.39%
Holdings Group Co., Ltd. . . . (Note 2)
Poly (Hong Kong) Holdings 112,410,476 1,366,460,640 1,478,871,116 40.39%
Limited . . . . . . . . . . . . . . . . (Note 3)
Ting Shing Holdings Limited . . . — 1,366,460,640 1,366,460,640 37.32%
(Note 4)
Congratulations Company Ltd. . 1,037,975,080 — 1,037,975,080 28.35%
Source Holdings Limited . . . . . 228,398,760 100,086,800 328,485,560 8.97%
(Note 5)
Notes:
1. China Poly Group Corporation Limited directly holds 253,788,246 shares of the Company and owns 50%
issued share capital of Poly (Hong Kong) Holdings Limited, and is accordingly deemed by the SFO to be
interested in the shares directly and indirectly owned by Poly (Hong Kong) Holdings Limited.
2. Poly Developments and Holdings Group Co., Ltd. owns 50% of the issued share capital of Poly (Hong
Kong) Holdings Limited and is accordingly deemed by the SFO to be interested in the shares directly and
indirectly owned by Poly (Hong Kong) Holdings Limited.
3. Poly (Hong Kong) Holdings Limited is deemed by the SFO to be interested in 1,478,871,116 shares of the
Company as a result of its direct holding of 112,410,476 shares and indirect holding of 1,366,460,640
shares through its wholly-owned subsidiary, Ting Shing Holdings Limited.
4. Ting Shing Holdings Limited is deemed by the SFO to be interested in 1,366,460,640 shares of the
Company as a result of its indirect holding of 1,366,460,640 shares through its subsidiaries, Source
Holdings Limited and Congratulations Company Ltd., of 328,485,560 shares and 1,037,975,080 shares,
respectively.
5. Source Holdings Limited is deemed by the SFO to be interested in 328,485,560 shares of the Company as
a result of its direct holding of 228,398,760 shares and indirect holding of 100,086,800 shares through its
wholly-owned subsidiaries, Musical Insight Holdings Ltd. and Wincall Holding Ltd., of 44,658,800 shares
and 55,428,000 shares, respectively.
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PRC REGULATIONS
LEGAL SUPERVISION RELATING TO THE PROPERTY DEVELOPMENT SECTOR IN THE

PRC
Establishment of a Property Development Enterprise
According to the Law of the People’s Republic of China on the Administration of Urban
Property (中華人民共和國城市房地產管理法) (the ‘‘Urban Property Law’’) promulgated by the
Standing Committee of the National People’s Congress on 5 July 1994 and revised in August
2007, August 2009 and 26 August 2019, a property development enterprise is defined as an
enterprise which engages in the development and sale of property for the purpose of making
profits. Under the Regulations on Administration of Development of Urban Property (城市房地產
開發經營管理條例) (the ‘‘Development Regulations’’) promulgated by the State Council on 20
July 1998 and revised in January 2011 and 24 March 2019, an enterprise which is to engage in
development of property shall satisfy the following requirements: (1) its minimum registered
capital shall be RMB1 million; and (2) it shall employ at least 4 full-time professional property/
construction technicians and at least 2 full-time accounting officers, each of whom shall hold
relevant qualification certificates. The Development Regulations also stipulate that the local
government of a province, autonomous region or municipality directly under the central
government may, based on local circumstances, impose more stringent requirements on the
amount of registered capital of, and the qualifications of professionals retained by, property
development enterprises. The following local regulations apply to our business and operations
in the PRC:
. The Notice Relating to the Establishment and Registration of Property Development

Enterprise (關於房地產開發企業設立和備案有關問題的通知) promulgated by Shanghai
Commerce and Industry Bureau and Shanghai Housing Management Bureau on 3
January 1995, which stipulate that the registered capital of a property development
enterprise in Shanghai shall be at least RMB5 million and shall employ at least 4
intermediate or above professional technicians.
. The Regulations on Property Development and Operation in Guangdong Province

(廣東省房地產開發經營條例) promulgated by the Standing Committee of the
Guangdong province People’s Congress on 16 November 1993 and amended on 22
September 1997, which states that the own liquidity of the first, second and third-
grade property development entities shall be at least RMB20,000,000,
RMB10,000,000 and RMB5,000,000, and the intermediate or above professional
technicians and economists shall be at least 12, 8 and 4 people. The Measures for
the Real Estate Development of Guangzhou Municipality (廣州市房地產開發辦法)
issued by the Standing Committee of the Guangzhou People’s Congress on 13 June
2003 and amended in 23 December 2015, which stated that the enterprises engaged
in property development within the municipality shall have obtained the qualifications
for the third-grade (or above) property development enterprises and the registered
capital of development project of an property development enterprise shall not be
less than 30 per cent. of the project investments, among which the rate of its own
fluid capital shall not be less than 20 per cent. of the total project investments.
145
. The Measures for the Urban Property Development and Operation in Hubei Province
(湖北省城市房地產開發經營管理辦法) promulgated by the Government of Hubei
Province on 19 November 1999 and revised on 23 December 2011 and 31 December
2014, which stipulate that the minimum registered capital of a property development
enterprise established in Hubei Province shall be RMB2 million and shall employ at
least 4 full-time professional technicians specialized in Architectural and Civil
Engineering, 1 full-time professional manager specialized in Architectural or Real
Estate and 2 full time accountants.
. The Implementing Rules regarding the Administration of Qualifications of Property

Developers in Shandong Province (山東省城市房地產開發企業資質管理規定), issued by
the Department of Housing and Urban Development Construction of Shandong
Province on 4 February 2017 and came into effect on 1 March 2017, which stipulate
that the property development entities is divided into four grades, among which (1)
the registered capital of the first-grade shall not be less than RMB50 million and shall
employ at least 40 professional managers; (2) the second-grade entities shall have
obtained the qualification of the third-grade for more than 3 years and shall employ
at least 20 professional managers; (3) the third-grade entities shall have obtained the
qualification of the forth-grade for more than 1 year or the tentative qualification for
more than 2 years and shall employ at least 15 professional managers; and (4) the
forth-grade entities shall have obtained the tentative qualification for more than 1
year and shall employ at least 10 professional managers.
. The Detailed Rules of the Provisions on the Administration of Qualifications of

Property Developers Implemented in Jiangsu Province (江蘇省實施《房地產開發企業資
質管理規定》細則), implemented by the Department of Housing and Urban
Development Construction of Jiangsu Province on 29 August 2001, which stipulated
that (1) the registered capital of the first grade property development entity shall be
at least RMB50 million and shall employ at least 40 professional managers; (2) the
registered capital of the second grade property development entity shall be at least
RMB20 million and shall employ at least 20 professional managers; (3) the registered
capital of the third grade property development entity shall be at least RMB8 million
and shall employ at least 10 professional managers; and (4) the registered capital of
the first grade property development entity shall be at least RMB4 million and shall
employ at least 5 professional managers.
. There is no local regulation for Zhejiang Province specifying more stringent

requirements on the amount of registered capital and the qualifications of
professionals of a property development enterprise.
Pursuant to the Development Regulations, a developer who aims to establish a property

development enterprise should apply for registration with the Administration for Industry and
Commerce. The property development enterprise must also report its establishment to the
property development authority in the location of the registration authority, within 30 days upon
the receipt of its Business License (營業執照).
146
On 25 May 2009, the State Council issued the Notice on Adjusting the Minimum Capital
Requirement for Fixed Assets Investment (關於調整固定資產投資項目資本金比例的通知) and
lowered the minimum capital requirement for projects of affordable residential housing and
regular commodity residential houses from 35 per cent. to 20 per cent. and, for other property
projects, to 30 per cent.
Further, on 9 September 2015, the State Council promulgated the Notice on Adjusting and
Perfecting the Minimum Capital System for Fixed Assets Investment (國務院關於調整和完善固定
資產投資項目資本金制度的通知), kept the minimum capital requirement for projects of affordable
residential housing and regular commodity residential houses the same as 20% and, for other
property projects, lowered from 30% to 25%.
Foreign-Invested Property Enterprises
The Foreign Investment Law of the People’s Republic of China, adopted at the Second
Session of the 13th National People’s Congress on 15 March 2019, has been come into effect
as of 1 January 2020. According to the Foreign Investment Law, the trio of existing laws
regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise
Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-
invested Enterprise Law, together with their implementation rules and ancillary regulations had
been abolished.
Under the Foreign Investment Industrial Guidance Catalogue (外商投資產業指導目錄)

amended jointly by the Ministry of Commerce (‘‘MOFCOM’’) and the NDRC on 28 June 2017
which took effect from 28 July 2017, foreign investment in enterprises engaged in the
construction and operation of cinema falls within the category of industries in which foreign
investment is restricted, while foreign investment related to other kinds of real estate
development falls within the category of industry in which foreign investment is permitted. On
10 October 2016, the MOFCOM promulgated the Interim Measures on the Filing Administration
of Establishment and Modification of Foreign-funded Enterprises (外商投資企業設立及變更備案
管理暫行辦法), which was amended on 30 July 2017. According to the measures, foreign-
funded enterprises which are not subject to the special administrative measures (as set out in
the restricted category, prohibited category and encouraged category which imposes
restrictions on the share percentage and senior officers under the Foreign Investment Industrial
Guidance Catalogue) for permits stipulated by the PRC shall file with the local counterparts of
the MOFCOM from the online system the establishment information after obtaining the prior
approval of the enterprise’ name, in any event within 30 days following the issuance of the
business license, and file with the local counterparts of the MOFCOM the modification
information from the online system within 30 days following the occurrence of stipulated
modifications.
According to the Catalog of Government Verified Investment Projects (2014 Version) (政府
核准的投資項目目錄(2016年本)) promulgated by the State Council on 12 December 2016 and
the Administrative Provisions on the Approval and Registration of Foreign-Invested Projects
(外商投資項目核准和備案管理辦法) promulgated by NDRC as effective from 17 June 2014 and
amended on 27 December 2014, foreign investment in real estate within the restricted category
shall be approved by the development and reform authority at provincial level and the other
foreign investments in real estate shall be registered with the relevant local authorities.
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On 11 July 2006, the MOC, MOFCOM, the NDRC, the PBOC, SAIC and SAFE jointly
promulgated the Opinion on Regulating the Access to and Management of Foreign Capital in
the Property Market (關於規範房地產市場外資准入和管理的意見) (the ‘‘Opinion’’). According to
the Opinion, the access to and management of foreign capital in the property market must
comply with the following requirements:
. Foreign entities or individuals who buy property not for their own use in China must
apply for the establishment of a foreign-invested enterprise pursuant to the
regulations of foreign investment in property. After obtaining the approvals from
relevant authorities and upon completion of the relevant registrations, foreign entities
and individuals can then carry on their business pursuant to their approved business
scope.
. Where the total investment amount of a foreign-invested property development

enterprise is US$10 million or more, its registered capital shall not be less than 50
percent of the total investment amount; where the total investment amount is less
than US$10 million, its registered capital shall follow the requirements of the existing
regulations.
. The commerce authorities and the Administration for Industry and Commerce are
responsible for the approval and registration of a foreign-invested property
development enterprise and the issuance to the enterprise of a Certificate of
Approval for a Foreign-Invested Enterprise (which is only effective for one year) and
the Business License. Upon full payment of the assignment price under a land grant
contract, the foreign-invested property development enterprise should apply for the
land use rights certificate in respect of the land. With such land use rights certificate,
it can obtain a formal Certificate of Approval for a Foreign-Invested Enterprise from
the commerce authorities and an updated Business License.
. Transfers of projects or shares in foreign-invested property development enterprises

or acquisitions of domestic property development enterprises by foreign investors
should strictly follow relevant laws, regulations and policies and obtain the relevant
approvals. The investor should submit: (1) a written undertaking of fulfillment of the
contract for the assignment of State-owned land use rights; (2) a construction land
planning permit and construction works planning permit; (3) land use rights
certificate; (4) documents evidencing the filing for modification with the construction
authorities; and (5) documents evidencing the payment of tax from the relevant tax
authorities.
. When acquiring a domestic property development enterprise by way of share transfer

or otherwise, or purchasing shares from Chinese parties in a Sino-foreign equity joint
venture, foreign investors should make proper arrangements for the employees,
assume responsibility for the debts of the enterprise and pay the consideration in one
single payment with its own capital. Foreign investors with records showing that they
have not complied with relevant employment laws, those with unsound financial track
records, or those that have not fully satisfied any previous acquisition consideration
shall not be allowed to undertake the aforementioned activities.
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Any capital contributions made to our operating subsidiaries in China are subject to the
foreign investment regulations and foreign exchange regulations in the PRC. For example, on
30 March 2015, SAFE issued the Circular of the State Administration of Foreign Exchange on
Reforming the Management Approach regarding the Settlement of Foreign Exchange Capital of
Foreign-invested Enterprises (國家外匯管理局關於改革外商投資企業外匯資本金結匯管理方式的
通知) (the ‘‘SFEC Notice’’). The SFEC Notice stipulates, unless otherwise permitted by PRC
laws or regulations, RMB capital converted from foreign exchange capital contributions cannot
be used (i) directly or indirectly for purposes outside the business scope of the enterprises or
that are otherwise prohibited by national laws and regulations; (ii) directly or indirectly for
investment in securities unless otherwise provided by laws and regulations; (iii) directly or
indirectly for granting entrusted loans in RMB (unless permitted by the enterprise’s scope of
business); (iv) to repay inter-enterprise loans (including advances by third parties) or RMB bank
loans that have been sub-lent to a third party; or (v) to pay expenses related to the purchase of
real estate not for self-use, except for foreign-invested real estate enterprises.
On 18 August 2015, the Ministry of Housing and Urban-Rural Development, the Ministry of
Commerce, the National Development and Reform Commission jointly issued the Notice on
Adjusting the Policies on the Market Access and Administration of Foreign Investment in the
Real Estate Market (住房城鄉建設部、商務部、國家發展改革委等部門關於調整房地產市場外資准
入和管理有關政策的通知), which adjusts some policies on the purchase of housing units by
foreign-funded real estate enterprises, and overseas institutions and individuals in the Opinion:
. The requirement that where the total investment amount of a foreign-invested

property development enterprise is US$10 million or more, its registered capital shall
not be less than 50 percent of the total investment amount is cancelled.
. The requirement that foreign-funded real estate enterprises must fully pay up their
registered capital to apply for domestic loans, overseas loans, and settlement of
foreign exchange loans is cancelled.
On 14 August 2006, The General Office of MOFCOM promulgated the Circular on the
Thorough Implementation of the Opinion on Regulating the Access to and Management of
Foreign Capital in the Property Market (商務部辦公廳關於貫徹落實《關於規範房地產市場外資准入
和管理的意見》有關問題的通知) (the ‘‘Circular’’). The Circular not only reiterates relevant
provisions on foreign investment in the real estate industry as prescribed in the Opinion, but
also sets forth the definition of Real Estate FIE as a foreign invested enterprise (FIE) which
carries out the construction and operation of a variety of buildings such as ordinary residences,
apartments and villas, hotels (restaurants), resorts, office buildings, convention centers,
commercial facilities, and theme parks, or, undertakes the development of land or a whole land
lot in respect of the abovementioned projects.
On 1 September 2006, the MOC and the SAFE jointly issued the Opinions on Regulating
the Foreign Exchange Administration of the Real Estate Market (關於規範房地產市場外匯管理有
關問題的通知), which was amended on 4 May 2015, providing regulations on real estate
development enterprises mainly as follows:
. For real estate development enterprises, the current account for foreign exchange
shall not maintain property purchase payments remitted by residents of Hong Kong,
Macau and Taiwan and overseas Chinese expatriates;
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. Where the state-owned land use rights certificate is yet to be obtained, or the capital
fund of development project has not reached 35 percent of the total amount of the
project investment, such Real Estate FIE is not permitted to borrow foreign loans
from overseas;
. Where foreign entities and individuals purport to merge and acquire domestic real
estate enterprises by way of share transfer or any other means, acquire a Chinese
party’s shares within an equity joint venture, such foreign entities and individuals
must be capable of making a one-time payment in relation to the transfer
consideration, otherwise SAFE shall not process any foreign exchange registration
relating to the foreign exchange transaction.
On 23 May 2007, MOFCOM and SAFE promulgated the Circular on Further Strengthening
and Regulating the Approval and Supervision of Real Estate Industry with Direct Foreign
Investment (關於進一步加強、規範外商直接投資房地產業審批和監管的通知) and revised by
MOFCOM in October 2015, which stipulates that:
. Strict control should be imposed on the acquisition of or investment in domestic real

estate enterprises by way of return investment. Foreign investors shall not acquire
control of domestic enterprises for the purpose of circumventing the approval
procedure related to Real Estate FIE;
. In a Real Estate FIE, Chinese parties shall not, explicitly or implicitly provide any
warranties with regard to allocating fixed returns to any party;
. A Real Estate FIE incorporated upon approval by local approval bodies should be
registered with MOFCOM on a timely basis; and
. Foreign exchange administration bodies and designated foreign exchange banks

shall not process sale and settlement of foreign exchange for capital account items
for Real Estate FIEs that fail to complete filing procedures with MOFCOM.
On 10 July 2007, SAFE issued a circular indicating that for foreign-invested enterprises
that were approved by the local MOFCOM and filed with MOFCOM on or after 1 June 2007 in
the real estate sector, it would not process any foreign debt registration or conversion of
foreign debt.
In June 2008, MOFCOM issued the Notice Regarding Completing the Registration of
Foreign Investment in the Real Estate (the ‘‘Notice No. 23’’). According to Notice No. 23,
MOFCOM entrusts provincial MOFCOM departments to verify filing materials of foreign-
invested real estate enterprises. Notice No. 23 requires that the establishment (including the
increase of registered capital and the increase and transfer of issued capital) of a foreign-
invested real estate enterprise shall comply with the project company principle of engaging in
one approved real estate project only.
On 10 June 2010, MOFCOM issued the Notice Relating to Decentralizing the Examination
and Approval Power for Foreign Investment (商務部關於下放外商投資審批權限有關問題的通知),
which stipulates that for establishment of an FIE with total investment of not more than
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USD300 million under the encouraged and permitted categories and US$50 million under the
restricted category as specified in the Foreign Investment Industrial Guidance Catalogue,
MOFCOM’s branches at the provincial level shall be in charge of examination and approval.
On 22 November 2010, the General Office of MOFCOM issued the Notice on

Strengthening the Administration of Approval and Record Filing in respect of the Foreign-
invested Real Estate Industry (商務部辦公廳關於加強外商投資房地產業審批備案管理的通知)
which aimed to implement the relevant rules promulgated by the State Council and to ensure
effective control of the real estate industry. MOFCOM addressed the following issues in the
notice:
. Local departments of commerce shall strengthen supervision on property projects

with an inflow of foreign exchange. When reviewing materials on record, local
departments of commerce shall focus on reconfirming the integrity and accuracy of
documentation relating to land, including materials proving the transfer of land use
rights, such as the land use rights transfer contract and the land use rights
certificate;
. Local departments of commerce shall, together with relevant local authorities,

strengthen the supervision on cross-border investment and financing activities to
prevent risks arising from the real estate market and control speculative investments.
PRC property enterprises established with offshore capital shall not conduct
arbitrage activities through the purchase and sale of real estate property which is
under construction or completed; and
. Local departments of commerce shall further strengthen the approval, supervision

and statistics verification of the establishment and/or capital increase of real estate
enterprises by way of merger and acquisition, investment by equity and so on.
On 28 June 2017, the NDRC and MOFCOM promulgated the Catalogue of Industries for
Guiding Foreign Investment (Revision 2017) (外商投資產業指導目錄(2017修訂)), or the
‘‘Catalogue 2017’’, which became effective on 28 July 2017. The Catalogue 2017 integrates
the encouraged items subject to limitations on ownership of shares, restricted items and
prohibited items into special administrative measures on access of foreign investments (the
negative list for the access of foreign investments) and clarifies the restrictive measures in a
uniform manner. In addition, 11 items are removed from the Catalogue 2017 as foreign
investments and domestic investments in these items are subject to the same restrictions.
These items include, for example, construction of villas and golf courses.
On 28 June 2018, MOFCOM and the NDRC jointly promulgated the Special Administrative
Measures for the Access of Foreign Investment (Negative List) (2018 Edition) (外商投資准入特別
管理措施(負面清單)(2018年版)) (the ‘‘2018 Negative List’’), which came into effect on 18 July
2018. The 2018 Negative List replaced the negative list provided under the Catalogue 2017.
Pursuant to the 2018 Negative List, the number of items subject to the special administrative
measures has been reduced from 63 to 48, and real estate development business is not
included in the 2018 Negative List.
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2019. The 2019 Negative List replaced the negative list provided under the Catalogue 2018.
Pursuant to the 2019 Negative List, the number of items subject to the special administrative
measures has been reduced from 48 to 40, and real estate development business is not
included in the latest Negative List.
2020. The 2020 Negative List replaced the 2019 Negative List. Pursuant to the 2020 Negative
List, the number of items subject to the special administrative measures has been reduced
from 40 to 33, and real estate development business is not included in the latest Negative List.
According to Circular of the State Administration of Foreign Exchange on Printing and

Distributing the Administrative Provisions on Foreign Exchange in Domestic Direct Investment
by Foreign Investors and Relevant Supporting Documents (國家外匯管理局關於印發《外國投資者
境內直接投資外匯管理規定》及配套文件的通知) promulgated on 5 October 2013 and was partially
revised on 10 October 2018, real estate FIEs’ foreign shareholders’ increase of capital
contribution, any equity transfer of FIEs from Chinese investors to foreign investors, and FIEs’
expanding business scope to real estate development require proof of filing with the Ministry of
Commerce.
On 6 November 2015, SAFE and MOFCOM issued the Circular of the Ministry of
Commerce and the State Administration of Foreign Exchange on Further Improving the Filing of
Foreign Investments in Real Estate (商務部、外匯局關於進一步改進外商投資房地產備案工作的
通知) (the ‘‘FIRE Notice’’). In accordance with the FIRE Notice, MOFCOM shall conduct random
inspections on foreign-funded real estate enterprises on a quarterly basis. Within five working
days upon receipt of an inspection notice, MOFCOM branches at the provincial level shall
submit materials regarding such randomly selected foreign-funded real estate enterprises to
MOFCOM for approval. Based on the results of the inspections, MOFCOM shall (i) make public,
tighten punishment for and expose misconduct discovered during the inspections; (ii) issue
notices criticizing relevant MOFCOM branches for granting illegal approvals; and (iii) blacklist,
impose penalties on and publish details on the MOFCOM website regarding non-compliant
foreign-funded real estate enterprises and investors. All levels of MOFCOM shall tighten
inspection of the investing activities of violating enterprises or enterprises and investors that
fail to provide relevant information on real estate projects. MOFCOM shall also increase random
inspections on the blacklisted foreign-funded real estate enterprises and their investors and the
MOFCOM branches that are found to have granted illegal approvals.
Qualifications of a Property Development Enterprise
Classifications for the qualifications of property development enterprises
Under the Development Regulations, a property development enterprise must report its
establishment to the governing property development authorities in the location of the
registration authority within 30 days of receiving its Business License. The property
development authorities shall examine applications for classification of a property development
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enterprise’s qualification by considering its assets, professional personnel and industrial
achievements. A property development enterprise shall only engage in property development
projects that come within the scope of its approved qualification.
Under the Provisions on the Administration of Qualifications of Property Developers (房地

產開發企業資質管理規定) (the ‘‘Provisions on Administration of Qualifications’’) promulgated
by the MOC and implemented on 29 March 2000 and amended on 4 May 2015 and 22
December 2018, a property development enterprise shall apply for registration of its
qualifications. An enterprise may not engage in the development and sale of property without a
qualification classification certificate for property development.
In accordance with the Provisions on Administration of Qualifications, qualifications of a

property development enterprise are classified into four classes: class 1, class 2, class 3 and
class 4. Different classes of qualification shall be examined and approved by corresponding
authorities. The class 1 qualifications shall be subject to both preliminary examination by the
construction authority under the government of the relevant province, autonomous region or
municipality directly under the central government and then final approval of the construction
authority under the State Council. Procedures for approval of developers of class 2 or lower
shall be formulated by the construction authority under the people’s government of the relevant
province, autonomous region or municipality directly under the central government. A developer
that passes the qualification examination will be issued a qualification certificate of the relevant
class by the qualification examination authority. For a newly established property development
enterprise, after it reports its establishment to the property development authority, the latter
shall issue a Provisional Qualification Certificate to the eligible developer within 30 days. The
Provisional Qualification Certificate shall be effective for one year from its issuance and,
depending on the actual business situation of the enterprise, may be extended by the property
development authority for a period of no longer than two years. A property development
enterprise shall apply with the property development authority for qualification classification
within one month of expiry of the Provisional Qualification Certificate.
The business scope of a property development enterprise
Under the Provisions on Administration of Qualifications, a developer of any qualification

classification may only engage in the development and sale of the property within its approved
scope of business and may not engage in business which falls outside the approved scope of
its qualification classification. A class 1 property development enterprise may undertake a
property development projects throughout the country without any limit on the scale of the
project. A property development enterprise of class 2 or lower may undertake a project with a
gross floor area of less than 250,000 square meters and the specific scopes of business shall
be formulated by the construction authority under the people’s government of the relevant
province, autonomous region or municipality.
The annual inspection of a property development enterprise’s qualification
Pursuant to the Provisions on Administration of Qualifications, the qualification of a

property development enterprise shall be inspected annually. The construction authority under
the State Council or its authorized institution is responsible for the annual inspection of a class
1 property development enterprise’s qualification. Procedures for annual qualification inspection
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for developers with class 2 or lower qualifications shall be formulated by the construction
authority under the people’s government of the relevant province, autonomous region or
municipality.
Development of a Property Project
Land for property development
Under the Provisional Regulations of the People’s Republic of China on the Grant and
Transfer of the Land-Use Rights of State-owned Urban Land (中華人民共和國城鎮國有土地使用
權出讓和轉讓暫行條例) (the ‘‘Provisional Regulations on Grant and Transfer’’) promulgated by
the State Council on 19 May 1990, a system of assignment and transfer of the right to use
State-owned land is adopted. A land user shall pay an assignment price to the State as
consideration for the grant of the right to use a land site within a certain term, and the land
user may transfer, lease out, mortgage or otherwise commercially exploit the land use rights
within the term of use. Under the Provisional Regulations on the Grant and Transfer and the
Urban Property Law, the land administration authority under the local government of the
relevant city or county shall enter into a land grant contract with the land user to provide for the
assignment of land use rights. The land user shall pay the assignment price as provided by the
assignment contract. After full payment of the assignment price, the land user shall register
with the land administration authority and obtain a land use rights certificate which evidences
the acquisition of land use rights. The Development Regulations provide that the land use right
for a land parcel intended for property development shall be obtained through grant except for
land use rights which may be obtained through appropriation pursuant to PRC laws or the
stipulations of the State Council.
Under the Rules Regarding the Grant of State-Owned Land Use Rights by Way of Tender,
Auction and Listing-for-sale (招標拍賣掛牌出讓國有土地使用權規定) promulgated by the MLR on
9 May 2002, implemented on 1 July 2002, and as amended under the new name of the Rules
Regarding the Grant of State-Owned Construction Land Use Rights by way of Tender, Auction
and Listing-for-sale (招標拍賣掛牌出讓國有建設用地使用權規定) which took effect from 1
November 2007, land for commercial use, tourism, entertainment and commodity housing
development shall be granted by means of tender, public auction or listing-for-sale. A tender of
land use rights means the relevant land administration authority (the ‘‘assignor’’) issues a
tender announcement inviting individuals, legal persons or other organizations (whether
specified or otherwise) to participate in a tender for the land use rights of a particular parcel of
land. The land user will be determined according to the results of the tenders. An auction for
land use rights is where the assignor issues an auction announcement, and the bidders can at
specified time and location openly bid for a parcel of land. A listing-for-sale is where the
assignor issues a listing-for-sale announcement specifying the land grant conditions and
inviting bidders to list their payment applications at a specified land exchange within a
specified period. The procedures for tender, auction and listing-for-sale may be summarized as
follows (for the purpose of the summary, the participant in a tender, auction or listing for sale is
referred to as a ‘‘bidder’’):
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. The land authority under the government of the city and county (the ‘‘assignor’’) shall
announce at least 20 days prior to the day of competitive bidding, public auction or
listing-for-sale. The announcement should include basic particulars of the land
parcel, qualification requirements for bidders, the methods and criteria for selection
of the winning bidder and certain conditions such as the deposit for the bid.
. The assignor shall conduct a qualification verification of the bidding applicants and
inform the applicants who satisfy the requirements of the announcement to attend
the competitive bidding, public auction or listing-for-sale.
. After determining the winning bidder by holding a competitive bidding, public auction
or listing-for-sale, the assignor and the winning bidder shall then enter into a
confirmation. The assignor should refund the other applicants their deposits.
. The assignor and the winning bidder shall enter into a contract for the assignment of
State owned land use rights at a time and venue set out in the confirmation. The
deposit for the bid paid by the winning bidder will be deemed as part of the
assignment price for the land use rights.
. The winning bidder should apply to register the land registration after paying off the
assignment price. The people’s government at the municipality or county level or
above should issue the land use rights certificate.
On 11 June 2003, the MLR promulgated the Regulations on the Grant of State-owned
Land Use Rights by Agreement (協議出讓國有土地使用權規定). According to this regulation, if
there is only one entity interested in using the land, the land use rights (excluding land use
rights for business purposes including commercial, tourism, entertainment and residential
commodity properties) may be assigned by way of agreement. If two or more entities are
interested in the land use rights to be assigned, such land use rights shall be granted by means
of tender, auction or listing-for-sale.
According to the Notice of the Ministry of Land and Resources on Relevant Issues
Concerning the Strengthening of the Examination and Approval of Land Use in Urban
Construction (關於加強城市建設用地審查報批工作有關問題的通知) promulgated by the MLR on 4
September 2003, from the day of issuance of the Notice, the assignment of land use rights for
luxurious commodity houses shall be stringently controlled, and applications for land use rights
for villas are to be stopped.
On 28 September 2007 the MLR promulgated the Rules Regarding the Grant of State-
Owned Construction Land Use Rights by Way of Tender, Auction and Listing-for-sale (招標拍賣
掛牌出讓國有建設用地使用權規定) which came into force on 1 November 2007. The rules
stipulate the legal basis, principles, scope, procedures and legal liability arising from and in
connection with the assignment of State-owned land use rights by competitive bidding, public
auction or listing for sale. The rules clearly state that the grant of land for industrial use must
also be by means of competitive bidding, public auction or listing for sale.
The Measures on the Administration of Land Reserving (土地儲備管理辦法(2018修訂)),

promulgated by the MOF, the PBOC,the MLR and the China Banking Regulatory Commission
on 3 January 2018, define ‘‘reserved land’’ and stipulate the administrative, regulatory and
implementing procedures involved with the management, planning, allocation, use,
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development, capital expenditure and supply of reserved land. Moreover, the measures make it
clear that land must be reserved in accordance with corresponding land programs or plans, and
that in determining land reserves priority must be given to land included in state inventories
which is unused, unoccupied or underutilized.
On 23 May 2012, the MLR and the NDRC jointly issued the Circular on the Distribution of
the Catalog for Restricted Land Use Projects (2012 Version) and the Catalog for Prohibited
Land Use Projects (2012 Version) (關於發佈實施《限制用地項目目錄(2012年本)》和《禁止用地項目
目錄(2012年本)》的通知). In accordance with the circular, the MLR and the NDRC have restricted
the area of land that may be granted by local governments for development of housing to
seven hectares for small cities and towns, 14 hectares for medium-sized cities and 20 hectares
for large cities; projects for the development of villas have been prohibited.
In November 2009, the MOF, the MLR, the PBOC, the PRC Ministry of Supervision and the
PRC National Audit Office jointly promulgated the Notice on Further Enhancing the Revenue
and Expenditure Control over Land Grants (關於進一步加強土地出讓收支管理的通知). The Notice
raises the minimum down-payment for land premiums to 50 per cent. and requires the land
premium to be fully paid within one year after the signing of a contract for the assignment of
land, subject to limited exceptions. Any developer defaulting on any such payment may not
participate in any new transactions of land grant.
In March 2010, the MLR promulgated the Notification on Emphasizing Relevant Issues
Relating to the Supply and Supervision of Land for Real Estate Development (關於加強房地產用
地供應和監管有關問題的通知) (the ‘‘Notification’’) which adopted measures to improve the
regulation of land for real estate development. These include measures to: improve the
preparation and implementation of land supply plans; guarantee the supply of land for
subsidized community housing developments; improve the regime of public tender, auction and
listing-for-sale of land use rights; enhance the supervision on the use of land; disclose to the
public information on the supply and assignment of land and the status of the construction
project on the land; and conduct special inspections on outstanding problems related to land
use.
Pursuant to the Notification, the administrative authorities for land and resources of cities
and counties shall establish a regime for developers to report the commencement and
completion of construction projects. Under such regime, the developer shall report in writing to
the relevant administrative authority for land and resources at the commencement and
completion of the construction project. The commencement and completion date of
construction set forth in the agreements may be postponed by reporting the reasons for the
delay to the respective administrative authority for land and resources no later than 15 days
prior to such date. A developer who fails to report accordingly shall be announced to the public
and prohibited from participating in any new land grant transactions for a minimum of one year.
Additionally, land used for developing subsidized community housing and small-to-medium-
size self-use residential commodity housing, as well as for the redevelopment of run-down and
substandard housing shall account for not less than 70 per cent. of the total land supply for
residential property development. The lowest land premium for the assignment of land use
rights shall not be lower than 70 per cent. of the benchmark price for land of the same grade in
the same locality, and the deposit for the participation as a bidder for the land shall not be
lower than 20 per cent. of the minimum land premium. The contract for the assignment of land
shall be executed in writing within ten days after the deal is reached, the down payment of the
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land assignment price, which shall not be less than 50 per cent. of the full land assignment
price, shall be paid within one month after the contract for the assignment of land is executed,
and the land assignment price shall be paid in full no later than one year after the contract for
the assignment of land is executed. A property development enterprise that defaults on the
payment of the land premium, holds idle land, hoards or speculates in land, develops property
on the land exceeding its actual development capacity or defaults on the performance of the
contract for the assignment of land shall be banned from participating in any transactions for
the assignment of land for a specified period.
The National People’s Congress adopted the PRC Property Rights Law (中華人民共和國物
權法) in March 2007, which became effective on 1 October 2007. According to the Property
Rights Law, when the term of the rights to use construction land for residential (but not other)
property purposes expires, it will be renewed automatically. The PRC Property Rights Law
further widens the scope of assets that can be mortgaged, allowing for any asset associated
with property rights to be mortgaged as collateral unless a specific prohibition under another
law or regulation applies.
The Civil Code of the People’s Republic of China, adopted at the Third Session of the 13th
National People’s Congress on 28 May 2020, has been promulgated and shall come into effect
as of 1 January 2021. When the Civil Code becomes effective, the Property Rights Law will be
abolished.
On 26 January 2011, the State Council promulgated the Notice on Further Implementing
Real Estate Market Control Measures (關於進一步做好房地產市場調控工作有關問題的通知),
which provides, among other things, that: (i) the nationwide supply of land for commodity
properties in 2011 shall, in principle, be no less than the average actual supply amount of the
previous two years; and (ii) to participate in land bidding procedures, companies and
individuals shall provide their sources of funding and relevant proofs.
On 26 February 2013, the General Office of the State Council promulgated Notice of
Continuing to Effectively Regulate the Real Estate Market (關於繼續做好房地產市場調控工作的通
知), pursuant to which, among other things, that: (i) restrict speculative investment and
purchase; and (ii) increase supply of ordinary commercial housing and land for housing
construction, and in principle, total supply of land for housing construction in 2013 shall not be
less than the average actual supply over the past five years.
On 31 March 2017, Shanghai Planning and Land Resources Bureau promulgated the
Regulations on Reinforcing the Transfer Management of Commercial Land Use (關於加強本市經
營性用地出讓管理的若干規定), which require, among others, that: (i) the land transfer contract
shall explicitly agree that apartment office shall not be constructed upon office land use, and
apartment hotel shall not be constructed without explicit agreement; (ii) the land transfer
contract shall explicitly agree on issues of business and office proportion and holding period
which shall be written into the contract; and (iii) after the project construction and obtaining the
certificate, the transferee should hold the property for a certain agreed period, and within such
period the property shall not be transferred.
On 1 April 2017, the MOHURD and MLR jointly promulgated the Notice on Reinforcing
Recent Works of Management and Regulation of Housing and Land Supply (關於加強近期住房
及用地供應管理和調控有關工作的通知) which requires, among other things: (i) to categorize 5
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types of housing supply situation (significant increase, increase, flat, appropriate decrease, and
decrease until suspension) for land regulation. Cities shall adjust housing land use supply with
respect to allocation, structure and timing sequence in accordance with the local situations of
commercial housing destocking cycle. Those whose destocking cycles are more than 36
months shall suspend land use supply, between 18-36 months shall appropriately reduce
supply, between 6-12 months shall increase supply, and fewer than 6 months shall significantly
increase supply and supply rate; (ii) local authorities to make and release a 3-year rolling plan
and medium-term plan of housing land use supply; and (iii) to establish a land-purchase
funding review system to guarantee real estate enterprises bidding land with compliant own
funds. Real estate enterprises whose funds are reviewed as incompliant by the land and
financial authorities would be disqualified to purchase land for a certain period.
Development of a property project
. Resettlement
Pursuant to the Regulation on the Expropriation of and Compensation for Housing on

State-owned Land (國有土地上房屋徵收與補償條例), which was promulgated by the State
Council on 21 January 2011 and became effective on the same day, governments at the
municipal or county level are responsible for, and have the right to set up housing expropriation
departments to organize and carry out, the expropriation of and compensation for housing in
their administrative regions. The amount of compensation for the housing being expropriated
shall not be less than the market price of housing similar to the housing being expropriated on
the announcement date of the housing expropriation decision. The housing being expropriated
shall be appraised by a real estate appraisal institution with relevant qualification according to
applicable housing expropriation appraisal measures. In addition, a party that objects to the
appraisal value of the housing being expropriated may request the real estate appraisal
institution to review the appraisal result. A party that objects to the review result, may apply to
the real estate appraisal expert committee for authentication of the appraisal value. The party
with housing being expropriated may choose monetary compensation, or may choose to
exchange the property right of the housing. If the party with housing being expropriated choose
to exchange the property right of the housing, governments at the municipal or county level
shall provide housing to be used for the exchange of property right, and calculate and settle
the difference between the value of the housing being expropriated and the value of the
housing used for the exchange of the property right.
. Termination of the land use rights
In accordance with the Land Administrative Law of the People’s Republic of China (中華人
民共和國土地管理法) promulgated by the Standing Committee of the NPC on 25 June 1986 and
amended on 26 August 2019, under any of the following cases, the land administrative
authorities may recover the state-owned land use rights with the approval of the people’s
governments that originally gives the approvals or the relevant competent people’s
governments:
. land which is really necessary to be used for the renovation of old city districts in
order to implement urban construction plans as well as other public interests;
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. when the term for the land use rights expires, the land user has failed to apply for
extension or failed to get approval for extension;
. the use of land originally allocated has been stopped due to cancellation or removal
of units;
. roads, railways, airports and mining sites that have been approved to be abandoned.
Under the Provisional Regulations on Grant and Transfer, the maximum term of the land
use rights shall be determined, respectively, in the light of the purposes listed below: (i) 70
years for residential purposes; (ii) 40 years for commercial, tourism and entertainment
purposes; and (iii) 50 years for education, science, culture, public health, physical education,
industrial, comprehensive utilization or other purposes.
. Commencement of development with respect to a property project and idle land
Under the Urban Property Law, those who have obtained the land use rights by
assignment must develop the land in accordance with the use and period of commencement as
prescribed by the contract for the assignment of land. According to the Measures on Disposing
Idle Land (閒置土地處置辦法) promulgated by the MLR on 28 April 1999, and as amended on 1
June 2012 with effect from 1 July 2012, a parcel of land can be defined as idle land under any
of the following circumstances:
. the development of and construction on the land have not begun within a period of
one year from the date stipulated in the land grant contract or in the Approval Letter
for Land Allocation; or
. the development of and construction on the land has begun, but the area under
construction is less than one third of the total area to be developed or the invested
amount is less than 25 per cent. of the total amount of investment; and the
development and construction have been continuously suspended for more than one
year.
The municipality or county-level municipality administrative authority shall, with regard to

an identified piece of idle land, give notice to the land user containing proposals on dealing
with the idle land, including, (1) extending the time period for development and construction
(provided that it shall not be longer than one year); (2) changing the use and planning
conditions of the land, and require the land user to fulfill the relevant procedures for the new
use or planning; (3) arranging for temporary use for a period not longer than two years; (4)
reaching a buy-back agreement with the land user; (5) arranging for replacement land for the
land user if the delay of construction is due to planning changes by the administrative authority
or (6) other measures proposed and implemented by the municipality or county-level
administrative authority based on the particular situation.
With respect to land which is obtained by assignment and which is within the scope of
city planning, if the construction work has not commenced after one year as of the date
stipulated in the assignment contract, a fine for idle land equivalent to 20 per cent. of the
assignment price may be imposed on the land user. If the construction work has not
commenced after two years, the right to use the land may be forfeited to the State without any
compensation. However, the above sanctions will not apply when the delay in commencement
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of construction is caused by force majeure, non-performance by the government, military
control, preservation of cultural relics or other acts of government. On 8 September 2007, the
MLR promulgated the Notice on Strengthening the Disposal of Idle Land (關於加大閒置土地處置
力度的通知) providing that the land subject to transfer shall be made ready for development
before its transfer. The notice also prescribed that the State-owned land use rights certificate
shall not be issued before the land grant premium has been paid in full, nor shall any certificate
be issued separately according to the ratio of part-payment of the land grant premium.
On 3 January 2008, the State Council promulgated the Circular on Conservation of

Intensive Land Use (關於促進節約集約用地的通知) (GuoFa (2008) No. 3), which seeks to:
. Examine and adjust all ranges of site planning and land use standards in line with the
principle of economic and intensive land use. Project designs, construction and
approval of construction shall all be subject to stringent land use standards.
. Urge all localities to enforce policies for the disposal of idle land. Where a piece of
land has been idle for two full years and may be retrieved unconditionally as
statutorily required, such land shall be retrieved and arrangements for its use shall be
made; where a piece of land has been idle for one year but less than two years, an
idle land charge valued at 20 percent of the land assignment premium shall be levied
on the land user.
. Vigorously guide the use of unused and abandoned land and encourage the
development and utilization of aboveground and underground space.
. Strictly implement the tender, auction and listing-for-sale regime for land intended for
industrial and business purposes. Where the total land premium is not paid in full in
compliance with contractual agreement, the land use certificate shall not be issued,
nor shall it be issued in proportion to the ratio between the paid-up land premium
and the total land premium.
. Make reasonable arrangements on residential land and persist on banning land

supply for real estate development projects for villas. Strictly prohibit unauthorized
conversion of agricultural land into construction land.
. Strengthen supervision and inspection of intensive land use conservation.
. Discourage financial institutions from granting loans and providing finance to

property development enterprises whose real estate development project is less than
one quarter invested, occupies an area less than one third and/or was commenced
over one year after the project commencement date, in each case as stipulated in the
contract for the assignment of land.
On 21 September 2010, the MLR and MOHURD jointly issued the Notice On Further
Strengthening the Administration and Control of Real Estate Land and Construction (關於進一步
加強房地產用地和建設管理調控的通知), which stipulates, among other things, that land
developers shall commence construction of a housing project within one year from the date of
delivery of the land set forth in the land grant contract and shall complete construction within
three years from the commencement date. If a developer is unable to commence construction
timely as a result of its application for adjusting the land planning or construction conditions,
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the relevant land use right shall be revoked from such land developer and be re-granted
through a new bidding, auction or listing procedure. If a land parcel is left idle for more than a
year for reasons solely attributable to the developer, such developer will be banned from
participating in land-granting activities for other land parcels for a certain period of time.
On 26 January 2011, the State Council promulgated the Notice on Further Implementing
Real Estate Market Control Measures (關於進一步做好房地產市場調控工作有關問題的通知),
pursuant to which relevant authorities shall withdraw land use rights from land developers who
do not obtain construction permits within a two-year period after the land grant date and shall
impose certain monetary penalties on developers that leave a land parcel idle for more than a
year.
On 26 February 2013, the General Office of the State Council promulgated Notice of
Continuing to Effectively Regulate the Real Estate Market (關於繼續做好房地產市場調控工作的通
知), pursuant to which different governmental agencies shall work together to establish cross
agency credit system to publicize and take more effective measure against illegal activities
such as possession of idle land, land speculation, driving up housing prices etc. The MLR shall
prohibit real estate developers engaging in such illegal activities from bidding for new land
plots, financial institutions shall not grant loans for their new development projects, securities
regulatory authorities shall suspend the approval of their applications for listing, refinancing or
major asset restructuring, and banking regulatory authorities shall prohibit them from raising
funds through trust schemes.
On 23 May 2012, the MLR issued the Circular on the Issuance and Implementation of the
Catalog for Restricted Land Use Projects (2012 Version) and the Catalog for Prohibited Land
Use Projects (2012 Version) (關於發佈實施《限制用地項目目錄(2012年本)》和《禁止用地項目目
錄(2012年本)》的通知), updating the Supplement to the 2006 Version. In this circular, the MLR
also restricted the area of land that may be granted by local governments for development of
commodity housing to seven hectares for small cities and towns, 14 hectares for medium-sized
cities and 20 hectares for large cities.
. Planning of a property project.
According to the Measures for Control and Administration of the Grant and Transfer of the
Right to Use Urban State-owned Land (城市國有土地使用權出讓轉讓規劃管理辦法) promulgated
by the MOC on 4 December 1992, implemented on 1 January 1993 and amended on 26
January 2011, after signing the contract for the assignment of land use rights, a property
development enterprise shall apply for a project survey and a construction land planning permit
from the city planning authority. After obtaining a construction land planning permit, a property
development enterprise shall organize the necessary planning and design work in accordance
with planning and design requirements and apply for a construction works planning permit from
the city planning authority.
The Urban and Rural Planning Law (城鄉規劃法), promulgated by the Standing Committee
of the National People’s Congress in October 2007 which became effective in January 2008, as
amended on 24 April 2015 and 23 April 2019, provides regulations with respect to the
formulation, implementation, modification, control, supervision and related legal liability of
measures aimed at curbing problems that may arise as a result of conflicts between city and
rural construction developments. The scope of the measures includes the planning, layout and
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construction of cities, towns with administrative status, market towns and villages. In order to
effectively prevent construction that is in breach of rules and regulations, the Urban and Rural
Planning Law stipulates that where any construction project is commenced without obtaining
Construction Land Planning Permit, or where Construction Land Planning Permit has been
obtained but construction has proceeded not in accordance with that permit, the Urban and
Rural Planning Department at the county level or above may issue an order to cease
construction. In the case that the construction can be remedied to conform to the relevant
planning rules, an order can be made to rectify the construction in a prescribed period of time
and a fine totaling between 5 per cent. to 10 per cent. of the total construction cost may be
imposed. Where the construction cannot conform to relevant planning rules, an order for its
demolition will be issued or, where demolition is not possible, the property and/or illegal
income derived from the property will be confiscated and a fine totaling 10 per cent. or less of
the construction cost will be imposed.
In November 2009, the Ministry of Housing and Urban-Rural Development and the Office
of the Leading Group for Addressing Problems Regarding Unauthorized Change of Planning
and Adjustment of the Floor Ratio in Real Estate Development under the Ministry of Supervision
jointly promulgated the Notification on Further Implementation of the Special Project to
Address Problems Regarding Unauthorized Changes to the Planning and Adjustment of the
Floor Area Ratio (關於深入推進房地產開發領域違規變更規劃調整容積率問題專項治理的通知)
which re-emphasized the need to rectify, investigate and punish property development
enterprises which undertake any unauthorized adjustment of the floor area ratio.
. Construction of a property project
According to the Measures for the Administration of Construction Permits for Construction
Projects (建築工程施工許可管理辦法) promulgated by MOHURD on 15 October 1999 and as
amended on 4 July 2001, 25 June 2014 and 19 September 2018, after obtaining the
construction works planning permit, a property development enterprise shall apply for a
construction works commencement permit from the construction authority under the local
people’s government at the county level or above. The Notice Regarding the Strengthening and
Regulation of the Management of New Projects (關於加強和規範新開工項目管理的通知),
promulgated by the General Office of the State Council on 17 November 2007, strictly
regulates the conditions for commencing investment projects, establishes a mechanism for the
coordination of government departments regarding new projects, and strengthens the statistics
and information management while intensifying the supervision and inspection of new projects.
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. Completion of a property project
According to the Development Regulations and the Regulation on the Quality Management
of Construction Projects (建設工程质量管理條例) promulgated by State Council on 30 January
2000 and amended on 7 October 2017, the Interim Measures for Reporting Details Regarding
Acceptance Examination Upon Completion of Buildings and Municipal Infrastructure (房屋建築
工程和市政基礎設施工程竣工驗收備案管理暫行辦法) promulgated by the MOC in April 2000 and
as amended and issued with the new name the Measures for Reporting Details Regarding
和市政基礎設施工程竣工驗收備案管理辦法) on 19 October 2009, and the Provisions on
工程和市政基礎設施工程竣工驗收規定) promulgated by the MOC on 2 December 2013, after the
completion of construction of a project, the property must undergo inspection and receive
relevant approvals from local authorities including planning bureaus and environmental
protection authorities. Thereafter, the property development enterprise shall apply for at the
property development authority under the people’s government at the county level or above for
a certificate of completion. Once the examination has been completed, a Record of Acceptance
Examination upon Project Completion (項目竣工驗收報告) will be issued.
Transfer and Sale of Property
Transfer of property
According to the Urban Property Law and the Provisions on Administration of Transfer of
Urban Property (城市房地產轉讓管理規定) promulgated by the MOC on 7 August 1995 and as
amended on 15 August 2001, a property owner may sell, bequeath or otherwise legally transfer
property to another person or legal entity. When transferring the title to a building, the
ownership of the building and the land use rights to the site on which the building is situated
are transferred simultaneously. The parties to a transfer shall enter into a property transfer
contract in writing and register the transfer with the property administration authority having
jurisdiction over the location of the property within 90 days of the execution of the transfer
contract.
Where the land use rights were originally obtained by assignment, the real property may
only be transferred on the condition that: (1) the assignment price has been paid in full for the
assignment of the land use rights as provided by the contract for the assignment of the land
and a land use rights certificate has been obtained; and (2) development has been carried out
according to the contract for the assignment of the land and, in the case of a project in which
buildings are being developed, development representing more than 25 per cent. of the total
investment has been completed.
If the land use rights were originally obtained by assignment, the term of the land use
rights after transfer of the property shall be the remaining portion of the original term provided
by the contract for the assignment of the land after deducting the time that has been used by
the former land user(s). In the event the transferee intends to change the use of the land
provided in the original contract for the assignment of the land, consent shall first be obtained
from the original grantor and the planning administration authority under the local government
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of the relevant city or county and an agreement to amend the assignment contract or a new
contract for the assignment of the land shall be signed in order to, amongst other matters,
adjust the land use rights assignment price accordingly.
If the land use rights were originally obtained by allocation, transfer of the real property
shall be subject to the approval of the government vested with the necessary approval power
as required by the State Council. Upon such approval, the transferee shall complete the
formalities for transfer of the land use rights, unless the relevant statutes require no transfer
formalities, and pay the transfer price according to the relevant statutes.
Sale of commodity buildings
Under the Regulatory Measures on the Sale of Commodity Buildings (商品房銷售管理辦法)

promulgated by the MOC on 4 April 2001 and implemented on 1 June 2001, sale of commodity
buildings can include both pre-completion sales (pre-sale) and post-completion sales.
. Permit for Pre-sale of Commodity Buildings
According to the Development Regulations and the Measures for Administration of Pre-
sale of Commodity Buildings (城市商品房預售管理辦法) (the ‘‘Pre-sale Measures’’) promulgated
by the MOC on 15 November 1994 and as amended on 15 August 2001 and 20 July 2004, the
pre-sale of commodity buildings shall be subject to a licensing system, and a property
development enterprise intending to sell a commodity building before its completion shall
register with the property development authority of the relevant city or county to obtain a pre-
sale permit. A commodity building may be sold before completion only if: (1) the assignment
price has been paid in full for the grant of the land use rights involved and a land use rights
certificate has been obtained; (2) a construction works planning permit and construction works
commencement permit have been obtained; (3) the funds invested in the development of the
commodity buildings put to pre-sale represent 25 per cent. or more of the total investment in
the project and the progress of works and the completion and delivery dates have been
ascertained; and (4) the pre-sale has been registered and a pre-sale permit has been obtained.
In addition, according to the Regulations on the Administration of Pre-sale of Commodity

Buildings of Guangdong Province (廣東省商品房預售管理條例) promulgated by the Standing
Committee of the Guangdong Provincial People’s Congress on 29 July 1998, as amended on
14 October 2000, 23 July 2010, and further amended on 25 September 2014 and the Notice on
Adjusting the Regulations on the Provision of Images Depicting the Progress of Construction of
Pre-Sale Commodity Building Projects in Guangdong Province (廣東省建設廳關於調整我省商品
房預售項目工程形象進度條件的通知) issued by Guangdong Provincial Construction Bureau in
January 2001, the following conditions shall be fulfilled for pre-sale of commodity buildings in
Guangdong: (1) a real property development qualification certificate and a Business License
have been obtained; (2) the grant fees for land use rights have been paid in accordance with
the relevant provisions of the land administration department and the land use rights certificate
has been obtained; (3) a construction works planning permit and a construction works
commencement permit have been obtained, and the construction quality and safety monitoring
procedures have been performed; (4) the schedule for construction and the timetable for
completion have been determined; (5) the construction of the basic superstructure and the
toping-out have been completed in respect of properties of not more than seven stories
(including seven stories), and at least two-thirds of the basic superstructure has been
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completed in respect of properties of more than seven stories; (6) a special property pre-sale
account with a commercial bank in the place where the project is located has been opened; (7)
the pre-sale properties and the land use rights for the project are free from any third party
rights; and (8) other conditions regulated by laws and regulations.
According to the Opinions on Carrying out the Circular of the General Office of the
People’s Government of Guangdong Province on Transmitting the Circular of the State Council
on Continuing to Regulate the Real Estate Market (廣州市人民政府辦公廳關於貫徹廣東省人民政
府辦公廳轉發國務院辦公廳關於繼續做好房地產市場調控工作通知的實施意見) promulgated by the
General Office of the People’s Government of Guangzhou on 31 March 2013, if the declaration
of the price about pre-sale program was too high and did not follow the guidance, the pre-sale
permit would temporarily not be issued.
Furthermore, pursuant to the Opinions on Further Promoting the Steady and Healthy
Development of the Real Estate Market in Our City (廣州市人民政府辦公廳關於進一步促進我市房
地產市場平穩健康發展的意見) issued by General Office of the People’s Government of
Guangzhou on 4 October 2016, (1) the city registered-household could purchase at most 2
sets of housing (including new commodity housing and second-hand housing, the same below)
and the non-registered household is allowed to purchase 1 set of housing if it could
continuously provide personal income tax payment certificate or social insurance (urban social
insurance) proof of payment for more than three years during five years since the date of house
purchasing application and the city’s non-residents household may not purchase housing
through the way of making a supplementary payment of personal income tax or payment of
social insurance; (2) the household which has purchased the first set of self-occupied housing
through loans or has had a set of housing with settlement of the corresponding purchasing
loans, for the improvement of living conditions, to re-apply for loans to purchase ordinary
housing, shall obey the implementation of the minimum down payment ratio of 30 per cent. of
the total housing price. The household which has a set of housing but has not settled the
corresponding purchasing loans, for the improvement of living conditions, to re-apply for loans
to purchase ordinary housing, shall obey the implementation of the minimum down payment
ratio of 70 per cent. of the total housing price. It is suspended on issuing loans for purchasing
the third set of house or more.
According to Rules on the Implementation of Measures for Administration of Pre-sale of

Commodity Buildings in Shanghai (上海市實施《城市商品房預售管理辦法》細則) issued by
Shanghai Housing and Land Administration on 4 June 1995, the following conditions shall be
fulfilled for pre-sale of commodity buildings: (1) the grant fees for land use rights have been
paid, the land use rights certificate has been obtained or the construction land transfer
procedures have been handled and the construction land use permit has been obtained; (2) a
construction works planning permit has been obtained; (3) completion of the installation of
construction projects accounted for more than 25 per cent. of the total investment of Jian’an or
building design floor of the following basic engineering has went through acceptance; (4) the
schedule for construction and the timetable for completion have been determined and the
essential facilities for supplying water, electricity, gas shall have been made ready for use; (5) a
pre-sale supervision agreement has been sighed with the banks registered in the city; and (6)
domestic investment and development enterprises to apply for the pre-sale of exported
commercial housing need to hold the approval of the special management of export commodity
housing approved by the Real Estate Bureau (including the original City Housing Authority).
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According to the Decision on the Transfer of Pre-sale Commercial Housing (上海市人民政
府關於預售商品房轉讓問題的決定) promulgated by Shanghai Government on 20 April 2004
which became effective on the same day, since 26 April 2004, the transfer of pre-sale
commercial housing should be completed after the completion of real estate warrants and
make the real estate transfer registration. Before obtaining the real estate warrants, the real
estate registration agency shall not apply for pre-sale in advance of the notice of housing
registration.
Pursuant to the Notice of Shanghai Municipal People’s Government on Approving and

Transmitting Several Opinions Regarding Further Strengthening of the Municipality’s Regulation
over the Real Estate Market and Accelerating the Work of Housing Security
(關於進一步加強本市房地產市場調控加快推進住房保障工作的若干意見) promulgated by Shanghai
Municipal People’s Government on 7 October 2010: (1) the temporary residents of the city or
other provinces or cities can only purchase one new commodity housing (including second-
hand stock of housing); (2) the commercial banks will stop the payment of housing loans for the
third set or more housing; (3) non-city residents who apply for loan for purchasing housing in
the city should provide accumulated personal income tax payment certificate or social
insurance (urban social insurance) proof of payment for more than one year during two years
since the date of application; (4) the one who fail to provide the proof is faced with the
commercial banks suspending the issuance of housing loans; and (5) the family housing
provident fund loans are ceased for the purchasing of a third set of housing or more.
According to the Rules for the Transfer of Real Estate in the Shenzhen Special Economic
Zone (深圳經濟特區房地產轉讓條例) promulgated by the Standing Committee of the Shenzhen
Municipal Congress in October 1993 and amended in June 1999, the following conditions shall
be fulfilled for the pre-sale of commodity buildings: (1) land use rights have been lawfully
registered and a real property certificate obtained; (2) a construction works planning permit and
a construction works commencement permit have been obtained; (3) the full assignment price
for the land use rights and at least 25 percent of the total project investment of the
construction development must have been paid and certified by an accountant; (4) the property
development enterprise and the financier must have signed an agreement to supervise the
receipt of funds from pre-sales; and (5) the land use rights must have not been mortgaged or
where a mortgage did exist it must have been discharged.
According to the Supplementary Notice on Further Implementing the Spirit of the

Document of the State Council about Firmly Preventing the Rapid Rise of House Price
(深圳市人民政府辦公廳關於進一步貫徹落實國務院檔精神堅決遏制房價過快上漲的補充通知) issued
by the General Office of the People’s Government of Shenzhen on 30 September 2010: (1) the
city households with registered residents (including the family whose part members of it are
registered) are allowed to purchase 2 sets of housing; (2) the non-registered households that
can provide the tax payment certificate for over one year or social insurance payment could
purchase 1 set of housing; and (3) the city households with household register already owning
more than 2 sets of housing (including 2 sets), non-registered households having owned more
than 1 set of housing (including 1 set), or non-registered households which cannot provide
proof of tax in the city for more than one year or social insurance payment proof are suspended
to purchase houses.
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Pursuant to the Implementation Opinion in Respect of Enforcing the Administration of
Presales of Urban Commodity Properties (關於加強城市商品房預售管理的實施意見) promulgated
by the Construction Commission of Sichuan Province on 23 March 2000, the pre-sale of
commodity property in Sichuan Province shall comply with the following conditions: (1) all
premiums for the assignment of the land use rights (other than land supplied by way of
allocation in accordance with the State laws) must have been paid and the land use rights
certificate must have been obtained; (2) a construction works planning permit must have been
obtained; (3) for a commodity property project with six stories or less, construction of the
foundation and basic superstructure must have been completed; for a non-residential project
with six stories or less and a commodity property project with six stories or more, the
construction of the foundation and the first story of the basic superstructure must have been
completed; and the foundation and the first six stories of the superstructure works of a project
without a basement must have been completed; and (4) the works schedule and date of
completion delivery have been determined.
According to the Tianjin City Administration Rules for Commodity Housing (天津市商品房管
理條例) promulgated on 24 October 2002 which became effective from 1 December 2002 and
amended on 29 July 2016, the sale of commodity housing includes both pre-sale and post-
completion sales. Property development enterprises applying for a permit to sell commodity
housing must comply with the following conditions: (1) attainment of legal person status and
the requisite class of qualifications for property development; (2) possession of lawful rights to
the use of state owned land; (3) examination and approval of an investment plan for the
construction of commodity housing, a construction engineering plan and a construction license;
(4) payment of fees for the completion of basic installations in accordance with relevant laws;
(5) possession of copies of property management plans for which registration has been
completed or signed agreements for future property management arrangements; (6) certification
from government departments that the commodity housing building development has attained
requisite image standards; (7) provision of a timetable for the progress of construction and the
completion date; and (8) provision of a sales plan.
According to the Regulations on Administration of Sales of Urban Commodity Buildings in

Jiangsu Province (江蘇省城市房地產交易管理條例) promulgated by the Standing Committee of
Jiangsu Provincial People’s Congress on 7 February 2002 and as amended on 20 August 2004,
the following conditions shall be fulfilled for the pre-sale of commodity buildings: (1) the
Business License for an enterprise as a legal person and a real property development
qualification certificate have been obtained; (2) the assignment price for the relevant land use
rights has been paid in full and a land use rights certificate has been obtained; (3) a
construction works planning permit and a construction works commencement permit have been
obtained; and (4) the funds invested in the development of commodity buildings put to presale
represent 25 per cent. or more of the total investment in the project and the works schedule
and the completion and delivery dates have been determined.
According to the Ten Measures of the Wuxi Municipal Government to Implement the State
Council’s Policies on Real Estate Regulation (無錫市政府出臺十條措施貫徹國務院房地產調控政
策) issued by the Office of the Wuxi Municipal Government which came into effect on 21
February 2011, prior to commencing pre-sale of commodity homes, property developers must
file relevant pricing information with the local pricing authorities. Prices of pre-sale commodity
homes must not be increased within three months of such filing, and any proposed increase
after such three-month period will be subject to the re-filing of relevant pricing information.
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According to the Notice of the Opinion of the People’s Government of Suzhou on Further
Strengthening the Management of the Real Estate Market Suzhou City (蘇州市人民政府印發關於
進一步加強蘇州市區房地產市場管理的實施意見的通知) (‘‘Circular 119’’) promulgated by the
People’s Government of Suzhou which came into effect on 12 August 2016, applications by
property developers for permits to pre-sell commodity houses must include the pre-sale prices
of such commodity houses, and such prices must be based on reasonable market conditions.
Open market, public sales of all commodity houses included in a pre-sale permit must
commence within ten days of the grant of such permit. For the first three months of pre-sale,
prices of pre-sale commodity houses must not exceed the prices submitted to the relevant
housing authority at the time the pre-sale permit was granted, and in the three months and nine
months that follow, such prices must not increase by more than 6 per cent. and 12 per cent.,
respectively.
According to Circular 119 and the Notice on Further Strengthening the Management of
Urban Commercial Housing Pre-sale (蘇州市人民政府關於批轉進一步加強市區商品房預售管理意
見的通知) issued by Suzhou Government on 12 May 2010: (1) in the urban areas, as to the
commercial building which is more than 30,000 square meters and developed by stages, the
pre-sale square of each stage is better to be not less than 30,000 square meters (except for the
remains); if the area of the commercial housing is less than 30,000 square meters, it is better to
get the pre-sale permit at one time. After obtaining the pre-sale permit, the pre-sale housing
should be on sale at one time in 10 days; (2) when the households which purchase ordinary
housing at first time(never purchased housing) apply for commercial personal housing loans,
the minimum down payment ratio remains unchanged 20 per cent.; (3) under one of the
following circumstances, the minimum down payment ratio for the purchase of ordinary housing
for commercial individual housing loans shall remain unchanged at 30 per cent.: (i) there is
purchase loan records, but the household has no housing when applying for loans; (ii) the
household without the record of purchase loans which has 1 set of housing; (iii) the household
which only owns one set of housing has got loans but the loans have been settled; (4) if the
household has a set of housing and the corresponding purchase loans have not been settled,
when the family re-applies for commercial individual housing loans to buy ordinary housing, the
minimum down payment ratio is changed from 40 per cent. to 50 per cent. in Suzhou City
(excluding Wujiang District); (5) if the household has two sets of housing and the purchase
loans have not been settled, the banks are required to stop issuing the third set or more
housing loans; (6) when the non-registered household is applying for the second set of
housing, it should provide personal income tax or social insurance (social insurance) payment
certificate for more than 1 years since before the date of the purchase of two years in Suzhou
city and the developers should carefully examine the real qualifications in the process of
signing the purchase contract; if the purchase is in violation of the provisions of the purchase
restrictions or the number of purchase house is more than 2 sets, the registration department
shall not handle the property registration and developers or buyers will bear the economic and
legal responsibility; and (7) the amount of housing provident fund loans, for new application, is
unified by the balance of the provident fund account balance; in the second use of provident
fund loans, the down payment ratio is adjusted from no less than 20 per cent. to no less than
30 per cent. of the total price of housing; loan interest rates is floating up 10 per cent. based
on the loan interest of the first set of housing before.
According to Notice on the Implementation of Housing Restriction Measures in Some

Areas of Our City (市人民政府辦公廳關於在我市部分地域實行住房限購限貸措施的通知) issued by
the general office of the Municipal People’s Government of Wuhan City on 2 October 2016
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and Opinions of Further Promoting the Steady and Healthy Development of the Real Estate
Market in Our City (市人民政府辦公廳關於進一步促進我市房地產市場持續平穩健康發展的意見)
promulgated by the general office of the Municipal People’s Government of Wuhan City on 14
November 2016, in Jiangan District, Jianghan District, Qiaokou District, Hanyang District,
Wuchang District, Qingshan District, Hongshan District, Wuhan East Lake New Technology
Development District, Wuhan Economic, Technology Development District (not including
Hannan District) and East Lake Travelling District, the registered household which has owned 1
set of housing in the city need to pay for at least 25 per cent. of the total housing price in
aforementioned districts. The non-registered household will be faced with the suspension of
serving loans when they purchase the second or more set of housing in the aforementioned
districts. The registered household in the city already owning 2 sets of housing is subject to the
suspension of serving loans. The non-registered household owning 2 sets of housing in the city
is no longer allowed to purchase housing in the aforementioned districts.
According to Notice on Implementation of Housing Purchase Policy (關於貫徹執行住房限購

政策有關事項的通知) issued by Jinan Urban and Rural Construction Committee, Jinan Housing
Security and Housing Authority, Jinan Land Resources Bureau, Jinan Public Security Bureau
and Jinan Municipal Civil Affairs Bureau on 7 October 2016, since 3 October 2016, the
registered household in the city within the urban area with three sets of housing in the
city(including home buyers, spouses and minor children, the same below) is suspended to the
sale of housing (including the new commodity housing and second-hand housing) in some
parts of the city (including Lixia District, Central District, Huaiyin District, Tianqiao area, Licheng
District, Hi-tech District). Non-housing and non-registered household in the city is strict to
purchasing only one set of housing.
Pursuant to Notice on Regulating the Pre-sale Management of Commercial Housing (關於

規範商品房預售管理的通知) issued by Ningbo Municipal Construction Committee on 26
February 2010 which became effective on 1 April 2010, the following conditions shall be
fulfilled for pre-sale of commodity buildings: (1) a business license and a real property
development qualification certificate have been obtained; (2) the grant fees for land use rights
have been paid and the land use rights certificate has been obtained; (3) a construction works
planning permit and a construction works commencement permit have been obtained; (4) the
funds invested in the development of commodity buildings put to pre-sale represent 25 per
cent. of the projects(to complete the basis of the project shall prevail); and (5) the works
schedule and the completion and delivery dates have been determined.
According to Notice on Strengthening the Management of the Sale of Commercial

Housing (貴陽市房地產管理局關於加強商品房預售管理的通告) issued by Guiyang Real Estate
Administration issued on 9 October 1993, the following conditions shall be fulfilled for pre-sale
of commodity buildings in Guiyang: (1) a construction project planning permit certificate, a
construction land permit certificate and a building construction license have all been obtained;
(2) in addition to the transfer fee of land use right, 20 per cent. of the project construction
investment has been completed or the basic project of the single project has been completed;
(3) pre-sale plan and the objects are of compliance; (4) according to the relevant policies and
regulations, houses have been set aside according to 10 per cent. of the proportion of
commercial housing construction area provided to the government as micro profits (non-
residential commercial housing is accounted by the proportion of 10 percent residential
housing); and (5) the monitoring, collection program and use of pre-sale proceeds have been
implemented.
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. Supervision of pre-sale income of commodity buildings
According to the Pre-sale Measures, the income of a property development enterprise

from the pre-sale of commodity buildings must be used for the construction of the relevant
project. The specific measures for the supervision of the income from the pre-sale of
commodity buildings shall be formulated by the relevant property administration authorities.
. Conditions of the sale of post-completion commodity buildings
Under the regulatory Measures on the Sale of Commodity Buildings (商品房銷售管理辦法),

commodity buildings may be put to post-completion sale only when the following preconditions
have been satisfied: (1) the property development enterprise shall have a Business License and
a qualification certificate of a property development enterprise; (2) the enterprise shall obtain a
land use rights certificate or other approval documents for land use; (3) the enterprise shall
have the construction works planning permit and construction works commencement permit;
(4) the building shall have been completed, inspected and accepted as qualified; (5) the
relocation of the original residents shall have been completed; (6) the provision of essential
facilities for supplying water, electricity, heating, gas, communication, etc. shall have been
made ready for use, and other essential utilities and public facilities shall have been made
ready for use, or a date for their construction and delivery shall have been specified; and (7) the
property management plan shall have been completed.
Before the post-completion sale of a commodity building, a property development

enterprise shall submit the Property Development Project Manual and other documents
evidencing the satisfaction of preconditions for post-completion sale to the property
development authority.
. Regulations on transactions of commodity buildings
According to the Development Regulations and the Pre-sale Measures, for the pre-sale of
commodity buildings, the developer shall sign a contract on the pre-sale of a commodity
building with the purchaser. The developer shall, within 30 days after signing the contract,
apply for registration and filing of the pre-sale commodity building with the relevant property
administration authorities.
Pursuant to the Circular of the General Office of the State Council on Forwarding the
Opinions of the Ministry of Construction and other Departments on Stabilizing House Prices (國
務院辦公廳轉發建設部等部門關於做好穩定住房價格工作意見的通知) issued on 9 May 2005: (1) a
buyer of a pre-sold commodity building is prohibited from conducting any further transfer of the
commodity building before construction has been completed and a property ownership
certificate obtained. If there is a discrepancy in the name of the applicant for property
ownership and the name of the advance buyer in the pre-sale contract, the property
administration authorities shall not register the application for property ownership: and (2) a
real name system is applied for each property purchase transaction and an immediate archival
filing network system is in place for pre-sale contracts of commodity buildings.
On 1 April 2017, the MOHURD and MLR jointly promulgated the Notice on Reinforcing
Recent Works of Management and Regulation of Housing and Land Supply (關於加強近期住房
及用地供應管理和調控有關工作的通知) which requires, among other things, that to regulate the
pre-sale of commodity property project: (i) in cities with contradiction between supply and
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demand and with the pressure of rising property prices, housing projects which have satisfied
pre-sale conditions yet delayed to list for property hoarding shall be sanctioned; and (ii) in
order to reinforce the supervision of fairly pricing of commodity property, the transaction price
of commodity housing should be reported with explicit pricing on a case-by-case basis.
From September 2017, there were new policies to restrict property sales issued in many
cities such as Changsha, Xi’an, Chongqing, Nanchang, Shanghai, Chengdu, Qingdao,
Dongguan and Beijing. The purchase restriction policy of Changsha was issued on 23
September 2017. Purchasing of commodity property requires the acquisition of the real
property ownership certificate for three years before it can be listed and traded, and it will take
three years to purchase another property in the city.
Mortgages of Property
Under the Urban Property Law, the Guarantee Law of the People’s Republic of China (中華
人民共和國擔保法) promulgated by the Standing Committee of the National People’s Congress
on 30 June 1995 and implemented on 1 October 1995, and the Measures on the Administration
of Mortgages of Property in Urban Areas (城市房地產抵押管理辦法) promulgated by the MOC in
May 1997 and as amended on 15 August 2001, when a mortgage is lawfully created on a
building, a mortgage shall be simultaneously created on the land use rights of the land on
which the building is situated. When the land use rights acquired through means of assignment
are being mortgaged, the buildings on the land shall be simultaneously mortgaged. The land
use rights of town and village enterprises cannot be mortgaged. When buildings owned by
town and village enterprises are mortgaged, the land use rights occupied by the buildings shall
at the same time also be mortgaged. The mortgagor and the mortgagee shall sign a mortgage
contract in writing. Within 30 days after a property mortgage contract is signed, the parties to
the mortgage shall register the mortgage with the property administration authorities at the
location where the property is situated. A property mortgage contract shall become effective on
the date of registration of the mortgage. If a mortgage is created on property in respect of
which a house ownership certificate has been obtained, the registration authority shall make an
entry under the ‘‘third party rights’’ item on the original house ownership certificate and then
issue a Certificate of Third Party Rights to the mortgagee. If a mortgage is created on the
commodity building put to pre-sale or under construction, the registration authority shall record
the details on the mortgage contract. If construction of a real property is completed during the
term of a mortgage, the parties involved shall re-register the mortgage after the issuance of
certificates evidencing the ownership of the property.
The Civil Code of the People’s Republic of China, adopted at the Third Session of the 13th
National People’s Congress on 28 May 2020, has been promulgated and shall come into effect
as of 1 January 2021. When the Civil Code becomes effective, the Guarantee Law will be
abolished.
On 26 January 2011, the State Council issued the ‘‘Notice on Further Strengthening
Regulation and Control of Real Property Markets’’ (關於進一步做好房地產市場調控工作有關問題
的通知), requiring: (i) a minimum down payment of at least 60% of the total purchase price with
a minimum mortgage lending interest rate of 110% of the benchmark rate published by PBOC
for the purchase of a second residential property; and (ii) in municipalities directly under the
central government, cities listed on state plans, provincial capitals, and cities where the
housing prices are overly high or increasing at an excessively high rate, purchasers (including
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their spouses and minor children) that are local residents with two or more residential
properties, non-local residents with one or more residential properties, or non-local residents
that are unable to provide documentation evidencing payment of local tax or social security for
longer than a specified time period, are not permitted to acquire any residential properties. In
order to implement the Notice on Further Strengthening Regulation and Control of Real
Property Markets, certain cities, including Beijing, Shanghai, Haikou, Dalian, Chengdu and
Fuzhou, have promulgated measures to restrict the number of residential properties one family
is allowed to purchase.
Leases of buildings
The Administrative Measures for Commodity House Leasing (商品房屋租賃管理辦法) (the

‘‘Leasing Measures’’), promulgated by the MOC on 1 December 2010, stipulate that the parties
to a housing tenancy shall go through requisite housing tenancy registration formalities with the
competent real estate authorities of the municipalities directly under the PRC central
government, cities and counties where the housing is located within 30 days after the housing
tenancy contract is signed. The relevant real estate authorities are authorized to impose a fine
below RMB1,000 on individuals, and a fine from RMB1,000 to RMB10,000 on other violators
who are not natural persons and fail to comply with the regulations within the specified time
limit. The Leasing Measures came into effect as of 1 February 2011 and replaced the Measures
for Administration of Leases of Property in Urban Areas (城市房屋租賃管理辦法).
Property Credit
The PBOC issued the Circular on Further Strengthening the Management of Property
Loans (關於進一步加強房地產信貸業務管理的通知) on 5 June 2003 to specify the requirements
for banks to provide loans for the purposes of residential development, individual home
mortgages and individual commodity buildings as follows:
. Property loans by commercial banks to property development enterprises shall be

granted only in respect of a particular item of property development rather than to
meet cash flow or other financing demands. Loans of any kind must not be granted
for projects which do not obtain a land use rights certificate, construction land
planning permit, construction works planning permit and construction works
commencement permit.
. Commercial banks shall not grant loans to property development enterprises to pay
off land premiums.
. Commercial banks may only provide housing loans to individual buyers when the
main structural buildings have been topped out. When a borrower applies for an
individual home loan for their first residential unit, the minimum first installment
remains unchanged at 20 per cent. In respect of a loan application for any additional
purchase of a residential unit(s), the percentage of the first installment shall be
increased.
Pursuant to the Guidance on Risk Management of Property Loans from Commercial Banks
(商業銀行房地產貸款風險管理指引) issued by the CBRC on 30 August 2004, any property
development enterprise applying for property development loans shall have at least 35 per
cent. of the capital required for the development.
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According to the Notice of the People’s Bank of China on Adjusting the Housing Credit
Policy and Excess Reserve Interest Rate for Commercial Banks (中國人民銀行關於調整商業銀行
住房信貸政策和超額準備金存款利率的通知) promulgated by the PBOC on 16 March 2005, which
took effect from 17 March 2005, in cities and areas where there has been a rapid increase in
house prices, the minimum first installment for individual house loans increased from 20 per
cent. to 30 per cent. Commercial banks can independently determine the particular cities or
areas under such adjustment according to the specific situation in different cities or areas.
On 24 May 2006, the State Council issued the Opinions of the Ministry of Construction
and other Departments on Adjusting the Housing Supply Structure and Stabilizing Housing
Prices (關於調整住房供應結構穩定住房價格的意見). The regulations relating to property credit
are as follows:
. Strict credit conditions shall be imposed on property development enterprises. In

order to suppress the ability of property development enterprises to store up land
and housing resources, commercial banks shall not provide loans to those property
enterprises that fail to meet loan conditions, such as having a project capital of less
than 35 per cent. For property development enterprises that have large volumes of
idle land and vacant commodity buildings, the commercial banks shall, in light of the
principle of prudential operations, be stricter in controlling the renewal of loans or
any form of revolving credit. The commercial banks shall not accept any commodity
building that has been idle for three or more years as collateral for loans.
. From 1 June, 2006, the minimum first installment for individual home loans shall not
be lower than 30 per cent. However, considering the demands for housing by the
medium and low-income population, the purchase of owner occupied housing with a
gross floor area of no more than 90 square meters is still subject to the requirement
to provide a deposit of 20 per cent.
According to the Circular on Standardizing the Admittance and Administration of Foreign

Capital in the Property Market, foreign-invested property enterprises which have not paid up
their registered capital, failed to obtain a land use rights certificate, or which have less than 35
per cent. of the capital for the project, will be prohibited from obtaining a loan in or outside
China, and SAFE shall not approve the registration of foreign loans from such enterprises.
On 27 September 2007, the PBOC and the CBRC issued the Notice on Strengthening the
Management of Commercial Real Estate Credit and Loans (關於加強商業性房地產信貸管理的通
知) (the ‘‘Notice’’). The Notice puts forward requirements for the purpose of strengthening
processes for loan management, including by means of credit checks, monitoring of real estate
loans and risk management, in respect of (i) real estate development, (ii) land reserves, (iii)
housing consumption and (iv) the purchase of commercial buildings.
Pursuant to the Notice, commercial banks shall not grant loans in any form, to (i) projects
where the capital funds (owner’s equity) constitutes less than 35 per cent., or, projects without
a land use rights certificate, construction land planning permit, construction works planning
permit and construction works commencement permit; and (ii) property development
enterprises that have been hoarding land and housing resources, as detected and verified by
land resources departments and construction authorities. Furthermore, commercial banks are
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not permitted to accept commodity buildings with a vacancy exceeding three years as
collateral for a loan, and may not grant property development enterprises any loans for the
payment of relevant land assignment premiums.
In respect of loans for individual housing consumption, commercial banks are only
permitted to grant housing loans to individuals who purchase commodity buildings the
construction of which have reached the ‘‘topping out of the main structure’’ stage. Where an
individual purchases his or her first commodity apartment for self-residence purpose, (i) of a
construction area is below 90 square meters, the minimum first installment shall be fixed at no
less than 20 per cent.; and (ii) if the construction area is above 90 square meters, the minimum
first installment shall be fixed at no less than 30 per cent. Where an individual has purchased a
commodity apartment by means of such loan and proceeds to purchase a second (or more)
home, the minimum first installment shall be no less than 40 per cent. and the interest rate shall
not be under 110 per cent. of the benchmark interest rate as announced by the PBOC during
same period and in same bracket. Further, the minimum first installment and the interest rate
shall both rise with the increase in the number of homes purchased, with the increased
percentage rates to be determined by commercial banks, at their own discretion, according to
principles of loan risk management. However, the monthly repayments for housing loans shall
not exceed 50 per cent. of the individual borrower’s monthly income.
In respect of commercial building loans, commercial buildings purchased by loan shall be

buildings that have satisfied procedural requirements of completion inspection and acceptance.
For such purchase, the minimum first installment shall be no less than 50 per cent., the loan
term shall not exceed ten years and the interest rate shall not be under 110 per cent. of the
benchmark interest rate as announced by the PBOC during the same period and in same
bracket. Where a loan application is made in the name of a ‘‘commercial and residential
building,’’ the minimum first installment shall be no less than 45 per cent. and the loan term and
interest rate shall be arranged according to relevant regulations.
The Supplementary Notice on Strengthening the Administration of Commercial Real Estate

Loans (關於加強商業性房地產信貸管理的補充通知) (the ‘‘Supplemental Notice’’), jointly issued
by the PBOC and the CBRC and dated 5 December 2007, sets forth supplemental requirements
in respect of strengthening housing consumption loan management, mainly including the
following:
. Assess the number(s) of housing loan with the borrower’s family as the basic
calculation unit.
. For families who have used bank loans to purchase the first homes for self-contained
housing, if their per capita housing area is lower than the local average, applying for
housing loans to commercial banks again can be performed according to the first set
of home loan policies, but the borrower should provide department searches for the
total area of family housing issued by the housing registration information system
from local real estate management department. The average per capita housing level
in the local area is based on the data released by the statistics department last year.
Others are executed according to the second house loan.
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. Where a family that has already purchased a commodity apartment via housing
provident fund makes a housing-loan application to commercial banks, the
requirements set forth in the Notice shall be duly satisfied in accordance with the
Notice.
As stipulated in the Supplemental Notice, in the event an applicant is found to have

presented false information and certifications, all commercial banks shall deem the loan
application unacceptable.
Since the second quarter of 2008, the PRC government has implemented a series of
policies intended to strengthen and improve the sound development of the real estate market.
On 26 May 2008, the CBRC issued the Notice on Further Strengthening Risk Management
in the Provision of Credit to the Real Estate Market (YinJianFa No. 42 [2008]) (關於進一步加強房
地產行業授信風險管理的通知). To combat property development enterprises who (i) ‘‘falsify
mortgages’’ by using forged property sale contracts; (ii) process ‘‘falsified down payments’’
from borrowers by accepting initial repayments in the pre-sale stage, paying for buyers in
advance or by other means; or (iii) mislead banks about decisions over the provision of loans
by forging their sale performances or house prices as well as other problems arising in the real
estate market, the Notice requires each commercial bank to:
. strictly follow the policies and establish credit management system that adapts to
risk tolerance and management and control capabilities;
. Strict implementation of personal housing loan policies and conditions and improve
the monitoring of the qualifications of borrowers;
. rigorously examine the enterprise credit ratings of property development enterprises;

and
. upon discovering that a property development enterprise has engaged in the

‘‘falsification of mortgages,’’ ‘‘falsification of down payments,’’ ‘‘forgery of house
prices’’ or other such behavior, terminate the individual housing loans or
development loans extended to such developer. Property development enterprises
suspected of committing such crimes shall be referred to the judicial organs for
further investigation.
On 22 October 2008, the People’s Bank of China issued the Circular on the Expansion of
the Downward Adjustment Range for Interest Rates of Commercial Individual Mortgage Loans
and Related Issues (中國人民銀行關於擴大商業性個人住房貸款利率下浮幅度等有關問題的通知)
which decreased the minimum first installment for residential property purchasers to 20 per
cent. and reduced the minimum mortgage loan rates for such purchases to 70 per cent. of the
benchmark interest rate starting from 27 October 2008.
On 20 December 2008, the General Office of the State Council issued Several Opinions on
Promoting the Sound Development of the Real Estate Market (關於促進房地產市場健康發展的若
干意見), which provides the following regarding loans for property businesses:
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. The purchase of regular commodity houses for residential purposes is to be
encouraged. In addition to extending favorable interest rates and loan policies to first
time buyers of apartments for self-residential purposes, individuals with an existing
home in which the per person floor area is smaller than the local average may buy a
second apartment for self-residential purposes under favorable loan terms similar to
those that apply to first-time buyers. If individuals purchase a second apartment or
more for any other purpose, the interest rate shall be determined according to
potential risks by commercial banks and based on the benchmark interest rate.
. The proper financing requirements for property development enterprises should be

adhered to. Commercial banks shall increase credit financing services available to
ordinary commercial housing construction projects, provide financial support and
other related services to property development enterprises engaged in merger and
restructuring activities, and support the approval of bond issuances by property
development enterprises.
The State Council issued the Notice on Adjusting the Minimum Capital Requirement for
Capital Funding for Fixed Assets Investment (關於調整固定資產投資項目資本金比例的通知) on
25 May 2009, which provides for the reduction of the minimum capital requirement for
affordable residential housing projects and regular commodity residential houses from 35 per
cent. to 20 per cent., and for other property projects to 30 per cent. When providing credit
finance support and services, financial institutions shall determine, at their own discretion,
whether to grant a loan and the amount of the loan having regard to the minimum capital
requirement as determined by the state.
On 17 April 2010, the State Council issued the Notice on Firmly Preventing Property
Prices from Increasing too rapidly in Certain Cities (國務院關於堅決遏制部分城市房價過快上漲的
通知), pursuant to which the State Council raised the minimum first installment for second
home purchases to 50 per cent. and set a minimum 30 per cent. first installment on first homes
with a GFA of more than 90 square meters. Further, the notice also stipulates that interest rates
for mortgage loans for second homes cannot be lower than 110 per cent. of PBOC benchmark
lending rate; and Interest rates for mortgage loans and minimum first installments for third or
subsequent homes shall be increased substantially.
On 29 September 2010, the PBOC and the CBRC issued the Notice on Relevant Issues
Relating to the Improvement of Differential Housing Loan Policy (關於完善差別化住房信貸政策有
關問題的通知), which, among other things:
. prohibits commercial banks from providing housing mortgages to any members of a

family unit purchasing their third or subsequent residential house or non-local
residents who fail to provide one year or longer worth of local tax payment
certificates or social insurance payment certificates;
. prohibits commercial banks from granting or extending loans to property developers

that violate laws and regulations such as: (i) holding idle land; (ii) changing the land
use; (iii) delaying the commencement and completion of development; and (iv)
intentionally holding properties for future sale for the purpose of new property
development;
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. increases the minimum down payment to at least 30 per cent. of the purchase price
of the property.
According to Notice of Individual Housing Loan Policies (關於個人住房貸款政策有關問題的

通知) promulgated joint by the PBOC, the MOHURD and the CBRC on 30 May 2015, where the
house hold of a resident who owns one home of which relevant housing loan has not been
settled files a new application for a commercial individual housing loan for purchasing an
ordinary home to be used as its owner’s residence for the purpose of improving its living
conditions, the minimum first installment for the second ordinary property is not less than 40
per cent. Where the household of a worker who pays housing provident fund contributions uses
a housing provident fund commission loan to purchase the first ordinary home to be used as its
owner’s residence, the minimum first installment is 20 per cent.; where the household of a
worker who owns one home of which relevant housing loan has been settled files a new
application for a housing provident fund commission loan for purchasing an ordinary home to
be used as its owner’s residence for the purpose of improving its living conditions, the
minimum first installment is 30 per cent.
Insurance of a Property Project
There are no mandatory provisions in PRC laws, regulations and government rules which
require a property development enterprise to take out insurance policies for its property
projects. However, PRC commercial banks may require the property development enterprise to
purchase insurance if the commercial bank intends to grant a development loan to the property
development enterprise.
Environmental Protection
Pursuant to the requirements of relevant laws and regulations such as the Laws of the
People’s Republic of China on Environmental Impact Assessment (中華人民共和國環境影響評價
法) implemented by the Standing Committee of the National People’s Congress in September
2003, and amended on 2 July 2016, which became effective on 1 September 2016 and the
Regulations Governing Environmental Protection of Construction Projects (建設項目環境保護管
理條例) implemented by the State Council in November 1998, and amended on 16 July 2017,
which became effective on 1 October 2017, property development enterprises and construction
enterprises must carry out an appraisal of the impact the construction project will have on the
environment. The relevant project shall not commence until approval is obtained from the
supervisory body for environmental protection. While the project is in progress, the developer
should also comply with the appraisal documents relating to the impact on the environment
and implement the environmental protection measures set out in the opinion of the supervisory
body for environmental protection. Such measures must be incorporated into the design,
construction and operation of the general construction. Upon completion of the project, the
developer should apply to the supervisory body for environmental protection for the inspection
and acceptance of the completed environmental protection facilities. Only those projects that
have been inspected and accepted may go into operation or be available for use.
Pursuant to the Administrative Regulations for the Environmental Protection of

Construction Projects (建設項目環境保護管理條例) promulgated by the State Council in
November 1998, and amended on 16 July 2017, which became effective on 1 October 2017,
and the Administrative Measures for the Examination and Approval of Environmental Protection
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Facilities of Construction Projects (建設項目竣工環境保護驗收管理辦法) promulgated by Ministry
of Environmental Protection of the PRC (中華人民共和國環境保護部) on 27 December 2001
which took effect from 1 February 2002 and was revised on 22 December 2010, and the Laws
of the People’s Republic of China on Environmental Impact Assessment (中華人民共和國環境影
響評價法) promulgated by the Standing Committee of the National People’s Congress on 28
October 2002 which took effect from 1 September 2003 and amended on 2 July 2016, which
will be effective on 1 September 2016, enterprises are required to engage institutions with
corresponding environmental impact assessment qualifications to provide environmental impact
assessment services and reports for submission to the competent environmental protection
administrative authorities. Construction work may only be commenced after such an
assessment is submitted to and approved by the environmental protection administrative
authority. The construction of pollution prevention and control facilities in a construction
project must be designed, constructed and commenced simultaneously with the main facility.
Provisions on the Graded Examination and Approval of Environmental Impact Assessment
Documents of Construction Projects (建設項目環境影響評價檔分級審批規定) promulgated by the
Ministry of Environmental Protection of the PRC, which took effect from 1 March 2009 further
classified the construction projects whose environmental impact assessment shall be submitted
to and approved by the Ministry of Environment and its local counterparts at provincial level.
For those approvals made by lower environmental authorities in respect of construction
projects that should have been submitted for approval to a higher competent environmental
authority, the higher competent authority may revoke the approval made by such lower
authority.
Construction Safety
Under relevant laws and regulations such as the Word Safety Law of the People’s
Republic of China (中華人民共和國安全生產法) promulgated by the Standing Committee of the
National People’s Congress in November 2002 and as amended on 27 August 2009 and 31
August 2014, which took effect from 1 December 2014, and the correspondent local
implementation rules, the property development enterprise should apply to the supervisory
department on safety for the registration of supervision for work safety in construction before
the commencement of construction. Constructions without such registration will not be granted
a construction works commencement permit by the supervisory body. Contractors for the
construction should establish the objectives and measures for work safety and improve the
working environment and conditions of workers in a planned and systematic way. A work safety
protection scheme should also be set up to carry out the work safety job responsibility system.
At the same time, contractors should adopt corresponding site work safety protective
measures according to the work protection requirements in different construction stages and
such measures shall comply with the labor safety and hygiene standards of the State.
Under the Construction Law of the People’s Republic of China (中華人民共和國建築法)

promulgated by the Standing Committee of the National People’s Congress on 1 November
1997 and as amended on 22 April 2011, the construction contractor assumes responsibility for
the safety of the construction site. The main contractor will take overall responsibility for the
site, and the subcontractors are required to comply with the protective measures adopted by
the main contractor.
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Major Taxes Applicable to Property Development Enterprises
Income tax
According to the Income Tax Law of The People’s Republic of China for Foreign-invested
Enterprises and Foreign Enterprises (中華人民共和國外商投資企業和外國企業所得稅法) which
was promulgated by National People’s Congress on 9 April 1991 and implemented on 1 July
1991 and its detailed rules promulgated by State Council on 30 June 1991, the income tax on
enterprises with foreign investment was computed on the taxable income at the rate of 30 per
cent., and local income tax was computed on the taxable income at the rate of 3 per cent..
Pursuant to the Provisional Regulations of the People’s Republic of China on Enterprise

Income Tax (中華人民共和國企業所得稅暫行條例) issued by the State Council on 13 December
1993 and enforced on 1 January 1994 and the Detailed Implementation Rules on the
Provisional Regulations of The People’s Republic of China on Enterprise Income Tax (中華人民
共和國企業所得稅暫行條例實施細則) issued by the MOF on 4 February 1994, the income tax rate
applicable to Chinese enterprises other than foreign-invested enterprises and foreign
enterprises was 33 per cent.
According to the PRC Enterprise Income Tax Law (中華人民共和國企業所得稅法) enacted

by the National People’s Congress on 16 March 2007 and enforced from 1 January 2008 and
was amended on 24 February 2017 and 29 December 2018. a unified income tax rate of 25 per
cent. is applied towards foreign investment and foreign enterprises which have set up
institutions or facilities in the PRC as well as PRC enterprises. The Income Tax Law of The
People’s Republic of China for Foreign-invested Enterprises and Foreign Enterprises (中華人民
共和國外商投資企業和外國企業所得稅法) and the Provisional Regulations of the People’s
Republic of China on Enterprise Income Tax (中華人民共和國企業所得稅暫行條例) and the
Detailed Implementation Rules on the Provisional Regulations of The People’s Republic of
China on Enterprise Income Tax (中華人民共和國企業所得稅暫行條例實施細則) were thereby
annulled.
The EIT Law also provides a five-year transition period starting from its effective date for
those enterprises which were established before the promulgation date of the new tax law and
which were entitled to a preferential lower income tax rate under the then effective tax laws or
regulations. The income tax rate of such enterprises will gradually be transiting to the uniform
tax rate within the transition period in accordance with implementing rules issued by the State
Council. On 26 December 2007, the State Council issued the Circular to Implement the
Transition Preferential Policies for the Enterprise Income Tax (關於實施企業所得稅過渡優惠政策
的通知)，under which, for those enterprises then entitled to a preferential income tax rate of 15
per cent. and established before 16 March 2007, the transition income tax rate should be 18
per cent., 20 per cent., 22 per cent., 24 per cent. and 25 per cent. in 2008, 2009, 2010, 2011
and 2012, respectively.
Under the EIT Law, enterprises established outside of China whose ‘‘de facto management
bodies’’ are located in China are considered ‘‘resident enterprises’’ and will generally be subject
to the unified 25 per cent. enterprise income tax rate as to their global income.
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According to the Implementation Rules of the PRC on the Enterprise Income Tax Law
(中華人民共和國企業所得稅法實施條例) promulgated by the State Council on 6 December 2007
which became effective from 1 January 2008 and revised on 23 April 2019, a reduced income
tax rate of 10 per cent. is applicable to any dividends payable to non-PRC enterprise investors
from FIEs.
According to the Arrangement between the Mainland of China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion (內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排) signed on 21
August 2006, which took effective on 1 January 2007, or the Avoidance of Double Taxation
Agreement, dividend payments to shareholders in Hong Kong would be withheld at a rate of 5
per cent. if their investment ratio in invested entities in China is above 25 per cent., or 10 per
cent. if their investment ratio in invested entities in China is below 25 per cent. and certain
other conditions are met.
Business tax
Pursuant to the Interim Regulations of the People’s Republic of China on Value Added Tax
(中華人民共和國增值稅暫行條例) promulgated by the State Council on 13 December 1993,
respectively amended on 5 November 2008, 6 February 2016 and 30 October 2017, the tax rate
applicable to the sales of real properties, their superstructures and attachments is 11 per cent.
Moreover, pursuant to the Circular on Comprehensively Promoting the Pilot Program of

Replacing Business Tax with Value Added Tax (財政部、國家稅務總局關於全面推開營業稅改徵增
值稅試點的通知) which was promulgated by the Ministry of Finance and the SAT on 23 March
2016 and became effective on 1 May 2016, partially repealed on 11 July 2017 since 1 May
2016, the government will levy Valued Added Tax in lieu of business tax on a trial basis within
the territory of the PRC, and any taxable activities of taxpayers shall be subject to a tax rate of
6% except for the taxpayer providing transportation, postal, telecom, construction, real estate
leasing service, selling real estate, transferring land use right, leasing services of tangible
personal property, and any cross-border taxable activity conducted by an entity or individual
within the territory.
To provide services related to transportation, postal, telecom, construction, real estate

leasing service, selling real estate and transferring land use right, the tax rate is 11%. To
provide leasing services of tangible personal property, the tax rate is 17%. For any cross-
border taxable activity conducted by an entity or individual within the territory, the tax rate is
zero.
For the general taxpayers of real estate developers who sell the real estate projects
(excluding the old real estate projects to which the simple tax calculation method is applicable)
developed by them, the sales amount shall be the balance of the total price and other charges
gained after the deduction of the land price paid to the government departments at the time of
acceptance of the transferred land. Old real estate projects refer to the real estate projects with
the commencement date indicated on the Construction Permit for Construction Engineering
being before 30 April 2016. Where a real estate developer recognized as a general taxpayer
sells old real estate projects developed by it, the simple tax calculation method may be
adopted, with the tax calculated at a levy rate of 5%.
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Pursuant to the Interim Measures on the Management of Value Added Tax of Self-
developed Real Estate Project by the Sale of Real Estate Developers (房地產開發企業銷售自行
開發的房地產項目增值稅徵收管理暫行辦法) issued on 31 March 2016 and implemented on 1 May
2016 by SAT, as amended on 15 June 2018, in the event that a real estate developer
recognized as an ordinary taxpayer sells a self-developed real estate project, the general tax
calculation method shall be adopted, and the obtained total consideration and other charges
after the deduction of the corresponding land price of the real estate project sold for the
current period shall be the sales amount.
In accordance with Notice on the Adjustment of Business Tax for the Transfer of Individual
Homes (關於調整個人住房轉讓營業稅政策的通知) promulgated by the MOF and the SAT on 30
March 2015, and took effect from 31 March 2015, individuals who purchased their house for
self-residential purposes may, two or more years after the purchase, resell their house without
paying business tax. Individuals who have owned their self-residential house for less than two
years shall pay business tax on the full sale price. Individuals who have purchased their house
for any purpose other than self-residential shall, if they have owned it for two years or more,
pay business tax on the net profit.
Land appreciation tax
According to the requirements of the Provisional Regulations of The Peoples Republic of

China on Land Appreciation Tax (中華人民共和國土地增值稅暫行條例) (the ‘‘Land Appreciation
Tax Provisional Regulations’’) which were promulgated on 13 December 1993 and came into
effect on 1 January 1994 and amended on 8 January 2011, and the Detailed Implementation
Rules on the Provisional Regulations of the People’s Republic of China on Land Appreciation
Tax (中華人民共和國土地增值稅暫行條例實施細則) (the ‘‘Land Appreciation Tax Detailed
Implementation Rules’’) which were promulgated and came into effect on 27 January 1995,
any capital-gain from a transfer of property shall be subject to land appreciation tax. Land
appreciation tax shall be charged at four levels of progressive rates: 30 per cent. for the
appreciation amount not exceeding 50 per cent. of the sum of deductible items; 40 per cent.
for the appreciation amount exceeding 50 per cent. but not exceeding 100 per cent. of the sum
of deductible items; 50 per cent. for the appreciation amount exceeding 100 per cent. but not
exceeding 200 per cent. of the sum of deductible items; and 60 per cent. for the appreciation
amount exceeding 200 per cent. of the sum of deductible items. Deductible items include the
following:
. amount paid for obtaining the land use rights;
. costs and expenses for the development of the land;
. costs and expenses of new buildings and ancillary facilities, or estimated prices of
old buildings and constructions;
. related tax payable for the transfer of property; and
. other deductible items as specified by the MOF.
After the issuance of the Land Appreciation Tax Provisional Regulations and the Land
Appreciation Tax Detailed Implementation Rules, due to the longer period for property
development and transfer, many districts, while they were implementing the regulations and
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rules, did not require property development enterprises to declare and pay the land
appreciation tax. Accordingly, the MOF, the SAT, the MOC and the MLR separately and jointly
issued several notices to restate the following: after the land grant contracts are signed, the
taxpayers should declare the tax to the local tax authorities where the property is located, and
pay land appreciation tax in accordance with the amount as calculated by the tax authority. For
those who fail to acquire proof of payment or exemption from land appreciation tax from the
tax authorities, the property administration authority shall not process the relevant title change
procedures, and shall not issue the property title certificate.
The SAT also issued the Notice on the Strict Handling of the Administration of the
Collection of Land Appreciation Tax (關於認真做好土地增值稅徵收管理工作的通知) on 10 July
2002 to request local tax authorities to: modify the management system of land appreciation
tax collection; build up a sound taxpaying declaration system for land appreciation tax; and
modify the methods of pre-levying tax for the pre-sale of properties. The Notice also pointed
out that for property development contracts which were signed before 1 January 1994 or where
the project proposal has been approved and capital was injected for development, the policy
for exemption from land appreciation tax exemption for properties that are transferred for the
first time is no longer in effect and the tax shall be levied again. This requirement is restated in
the Notice on Strengthening of Administration of the Collection of Land Appreciation Tax (關於
加強土地增值稅管理工作的通知) and the Notice on Further Strengthening the Administration of
the Collection of Land Appreciation Tax and Land Use Tax in Cities and Towns (關於進一步加強
城鎮土地使用稅和土地增值稅徵收管理工作的通知) issued on 2 August 2004 and 5 August 2004,
respectively, by SAT. These two Notices also required that system for the declaration of land
appreciation tax and the registration of the sources of the land appreciation tax should be
further improved.
On March 2, 2006, the MOF and the SAT issued the Notice on Several Points on Land
Appreciation Tax (關於土地增值稅若干問題的通知) to clarify relevant issues regarding land
appreciation tax as follows:
. Standards for the transfer of ordinary standard residential houses. Where any
development project includes ordinary residential houses as well as other commercial
houses, the amount of land appreciation shall be verified for both commercial and
residential houses, respectively. No adjustment shall be retroactively made to any
application for tax exemption for ordinary standard residential houses that were filed
with the tax authority at the locality of the property prior to 2 March 2006, especially
for ordinary standard residential houses which had been exempted from land
appreciation tax as according to standards determined by the people’s government
of a province, autonomous region or municipality directly under the Central
Government.
. Standards for the collection and settlement of land appreciation tax:
(i) All regions shall decide the advance collection rate in a scientific and
reasonable manner, and adjust it at a proper time according to the value of the
property as well as the market development level within the region and on the
basis of the specific housing categories, namely, ordinary standard residential
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houses, non-ordinary standard residential houses and commercial houses. After
a project is completed, the relevant settlement shall be handled in a timely
manner, with any overpayment refunded or any underpayment being made up.
(ii) As to any tax that fails to be collected in advance within the advance collection
term, overdue fines shall be collected as of the day following the expiration of
the prescribed advance collection term according to the provisions of relevant
tax collection and administration law.
(iii) As to any property project that has been completed and has gone through the
acceptance procedure, where the floor area of the property as transferred
makes up 85 per cent. or more of the saleable floor area, the tax authority may
require the relevant taxpayer to settle its land appreciation tax obligation for the
transferred property according to the proportion between the income as
generated from the transfer of property and the amount under the item of
deduction. The specific method of settlement shall be prescribed by the local
tax authority of a province, autonomous region or municipality directly under the
Central Government, or a city under separate state planning.
On 28 December 2006, the SAT issued the Notice on the Administration of the Settlement
of Land Appreciation Tax of Property Development Enterprises (國家稅務總局關於房地產開發企
業土地增值稅清算管理有關問題的通知) which came into effect on 1 February 2007.
Pursuant to the Notice, a property development enterprise shall settle and clear the LAT
payment of its development projects that meet certain criteria with the tax authorities in
accordance with the applicable LAT rates. The LAT shall be settled for projects approved by
the competent authorities; and for projects developed in different stages, the LAT shall be
settled in stages. LAT must be settled if (i) the property development project has been
completed and fully sold; (ii) the property development enterprise transfers the whole
uncompleted development project; or (iii) the land use rights with respect to the project are
transferred. In addition, the relevant tax authorities may require the property development
enterprise to settle the LAT if any of the following criteria is met: (i) for completed property
development projects, the transferred GFA represents more than 85 per cent. of total salable
GFA, or the proportion represented is less than 85 per cent., but the remaining salable GFA has
been leased out or used by the property development enterprise; (ii) the project has not been
completed sold more than three years after obtaining the sale permit or pre-sale permit; (iii) the
property development enterprise applies for cancelation of the tax registration without having
settled the relevant LAT; or (iv) other conditions stipulated by the tax authorities.
The Notice also indicated that if any of the following circumstances applies to a property
development enterprise, the tax authorities shall levy and collect LAT as per a levying rate no
lower than the pre-payment rate with reference to the bearing rate of LAT of local enterprises
with a similar development scale and income level: (i) failure to maintain account books
required by law or administrative regulation; (ii) destroying account books without authorization
or refusing to provide taxation information; (iii) the accounts have not been properly maintained
or cost materials, income vouchers and cost vouchers are damaged and incomplete, making it
difficult to determine transferred income or the amount of deductible items; (iv) failure to go
through LAT settlement within the prescribed period, and such failure is not cured within the
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period required by the relevant tax authorities; (v) the basis for tax calculation as submitted is
obviously low without justifiable cause. Local provincial tax authorities can formulate their own
implementation rules according to the notice and the local situation.
On 12 May 2009, the SAT issued the Administrative Rules for the Settlement of Land
Appreciation Tax (土地增值稅清算管理規程) (the ‘‘Settlement Rules’’), which became effective
on 1 June 2009. The Settlement Rules reiterated the circumstances under which the LAT must
be settled, the criteria that are to be met for relevant tax authorities to require the settlement of
LAT and the circumstances under which the tax authorities shall levy and collect LAT as
prescribed by the Notice. The Settlement Rules further stipulate detailed procedures for the
examination and verification of the settlement of LAT to be carried out by relevant tax
authorities.
On 19 May 2010, the State Administration of Taxation issued the Circular on Relevant
Issues of the Settlement of Land Appreciation Tax (國家稅務總局關於土地增值稅清算有關問題的
通知), which details relevant issues concerning income verification about the settlement of land
appreciation tax, and the calculation of applicable exemption under certain circumstances.
On 25 May 2010, the State Administration of Taxation promulgated the Notice on

Strengthening the Collection of Land Appreciation Tax (國家稅務總局關於加強土地增值稅徵管工
作的通知) and imposed further requirements on the collection of LAT. This notice provides that,
except for indemnificatory housing, the minimum LAT prepayment rate shall be no less than 2
per cent. for properties in the eastern region of the PRC, no less than 1.5 per cent. for
properties in the central or northeast region of the PRC and no less than 1 per cent. for
properties in the western region of the PRC. The LAT prepayment rates will be determined by
the local authorities based on the different types of properties in the locality.
In Shanghai, the Notice from Shanghai Municipal Bureau of Local Taxation in respect of
Adjustment regarding the Property Development Projects’ Advanced Levy and Collection Rate
of Land Appreciation Tax (上海市地方稅務局關於調整住宅開發項目土地增值稅預徵辦法的公告)
promulgated on 12 October 2010 sets forth that the amount of LAT shall depend on the price
of the project and the rate of LAT is between 2 per cent. and 5 per cent.
In accordance with the Notice from Guangzhou Local Taxation Bureau in respect of
regarding the Advanced Levy and Collection Rate of Land Appreciation Tax (廣州市地方稅務局
關於我市土地增值稅預徵率的公告), the deemed rate of LAT is 2 per cent. for common housing, 4
per cent. for villas and 3 per cent. for all other types of properties.
In accordance with the Notice from Shenzhen Local Taxation Bureau in respect of
Adjustment regarding the Advanced Levy and Collection Rate of Land Appreciation Tax (深圳市
地方稅務局關於調整我市增值稅預徵率的公告), the deemed rate of LAT is 2 per cent. for common
housing, 4 per cent. for villas and 3 per cent. for all other types of properties.
In Hubei, the levy and collection of LAT is governed by the Notices of Hubei Local
Taxation Bureau in respect of Adjustment regarding the Advanced Levy and Collection Rate of
Land Appreciation Tax (湖北省地方稅務局關於調整土地增值稅預徵率和核定徵收率的通知)
promulgated on 30 October 2012. In accordance with the Notice, the approved rate is 5 per
cent. for common housing, 7 per cent. for uncommon housing and 9 per cent. for all other
types of properties.
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According to the Guizhou Local Taxation Bureau Notice on policy concerning Land
Appreciation Tax of Property Development Projects (貴州省地方稅務局關於房地產開發項目土地
增值稅核定徵收率的公告) promulgated on 18 December 2010, the pre-collection rate of LAT in
Guiyang Yunyan District, Nanming District, Jinyang New District, Xiaohe District, Wudang
District, Baiyun District and Huaxi District, is 5 per cent. for common ordinary housing, 5.5 per
cent. for uncommon ordinary housing, 6 per cent. for business housing and 5.5 per cent. for all
other types of properties. In other district in Guizhou, the rate of LAT is 4.5 per cent., 5 per
cent., 5.5 per cent. and 5 per cent.
In Jinan, the Levy and collection of LAT is governed by the Jinan Local Taxation Bureau in
respect of Adjustment regarding the Advanced Levy and Collection Rate of Land Appreciation
Tax (濟南市地方稅務局關於土地增值稅預徵率和核定徵收率有關問題的公告) promulgated on 31
July 2015, according to which the deemed rate of LAT is 5 per cent. for common housing, 6 per
cent. for uncommon housing, 7 per cent. for villas and 6 per cent. for commercial and industrial
buildings and all other types of properties.
The Notice on the Advanced Levy and Collection of Land Appreciation Tax (關於土地增值
稅核定徵收有關問題的通知), promulgated by the Jiangsu Local Taxation Substation on 19
October 2010, stipulates that the deemed rate of LAT is 3 per cent. for common housing, 4 per
cent. for business housing and office buildings, 5 per cent. for villas, holiday resorts, high-end
apartments and other such commodity buildings.
In Zhejiang, the levy and collection of LAT is governed by the Zhejiang Local Tax Bureau
Regulations on regarding the Advanced Levy and Collection Rate of Land Appreciation Tax
(浙江省地方稅務局關於土地增值稅徵管若干問題的規定) which was promulgated on 17 December
2010. In accordance with the Notice, except for affordable housing, the deemed rate of LAT for
other types of properties shall not be lower than 2 per cent.
On 22 October 2008, the MOF and the SAT issued the Circular on Taxation Policy
Adjustment Concerning Real Estate Trading (關於調整房地產交易環節稅收政策的通知) and
amended on 29 September 2010 and temporarily exempted the LAT for individuals selling
houses starting from 1 November 2008.
Deed tax
Pursuant to the Interim Regulations of the People’s Republic of China on Deed Tax (中華人
民共和國契稅暫行條例) promulgated by the State Council on 7 July 1997 and revised on 2
March 2019, the transferee, whether an individual or otherwise, of the title to a land site or
building in the PRC shall be subject to the payment of deed tax. The rate of deed tax is 3 per
cent. to 5 per cent. The governments of provinces, autonomous regions and municipalities
directly under the central government may, within the aforesaid range, determine their effective
tax rates.
The Deed Tax Law of the People’s Republic of China, adopted at the 21st Session of the
Standing Committee of the 13th National People’s Congress of the People’s Republic of China
on 11 August 2020, has been promulgated and shall come into effect as of 1 September 2021.
When the Deed Tax Law becomes effective, the Interim Regulations of the People’s Republic of
China on Deed Tax will be abolished.
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On 29 September 2010, the Ministry of Finance, the SAT and the MOHURD issued the
Notice of Deed Tax on the Adjustment of Real Estate Transactions and Personal Income Tax
Preferential Policies (財政部、國家稅務總局、住房和城鄉建設部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), which provides that: (1) first time home buyers who purchase an
ordinary residence that is the family’s sole property may receive a fifty percent discount on
applicable deed tax; deed tax is reduced to 1 per cent. for first time buyers who purchase an
ordinary residence with less than 90 square meter floor area which is the family’s sole property,
and (2) tax payers who, within a single twelve month period, purchased and sold a self-owned
residential property and then purchased another residential property shall not be eligible for any
reduction of exemption of individual income tax.
Urban land use tax
Pursuant to the Provisional Regulations of the People’s Republic of China Governing Land
Use Tax in Urban Areas (中華人民共和國城鎮土地使用稅暫行條例) promulgated by the State
Council on 27 September 1988, implemented on 1 November 1988 and amended respectively
on 31 December 2006, 1 January 2007 and 7 December 2013, land use tax in respect of urban
land is levied according to the area of relevant land. As of 7 December 2013, the annual tax on
every square meter of urban land collected from foreign-invested enterprises shall be between
RMB0.6 and RMB30.0.
Buildings tax
Under the Interim Regulations of the People’s Republic of China on Building Tax (中華人民
共和國房產稅暫行條例) promulgated by the State Council on 15 September 1986 and
implemented on 1 October 1986 and as amended on 8 January 2011, building tax shall be
levied at 1.2 per cent. if it is calculated on the basis of the residual value of a building, and 12
per cent. if it is calculated on the basis of the rental payments for lease of the building.
According to the Circular Concerning the Levy of Building Tax on Foreign Enterprises and
Foreigners (關於對外資企業及外籍個人徵收房產稅有關問題的通知) promulgated by the Ministry
of Finance on 12 January 2009, and the Circular Concerning the Implementation of the Levy of
Building Tax on Foreign-Invested Enterprise and Foreign Individuals (關於做好外資企業及外籍個
人房產稅徵管工作的通知) issued by the SAT on 6 January 2009, from 1 January 2009, domestic
and foreign-invested enterprises and foreign individuals will all be subject to the Interim
Regulations of the People’s Republic of China on Building Tax.
Stamp duty
Under the Interim Regulations of the People’s Republic of China on Stamp Duty (中華人民
共和國印花稅暫行條例) promulgated by the State Council on 6 August 1988 and implemented
on 1 October 1988 and amended on 8 January 2011, for property transfer instruments,
including those in respect of property ownership transfer, the stamp duty rate shall be 0.05 per
cent. of the amount stated therein; for permits and certificates relating to rights, including
property title certificates and land use rights certificates, stamp duty shall be levied on an item
basis of RMB5 per item.
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On 22 October 2008, the MOF and the SAT issued the Circular on Taxation Policy
Adjustment Concerning Real Estate Trading (關於調整房地產交易環節稅收政策的通知) and
amended on 29 September 2010 and temporarily exempted stamp duty for individuals selling
or buying houses starting from 1 November 2008.
Municipal maintenance tax
Under the Interim Regulations of the People’s Republic of China 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 on 8 February
1985 and amended on 8 January 2011, any taxpayer, whether an individual or otherwise, of
consumption tax, value-added tax or business tax shall be required to pay municipal
maintenance tax. The tax rate shall be 7 per cent. for a taxpayer whose domicile is in an urban
area, 5 per cent. for a taxpayer whose domicile is in a county or a town, and 1 per cent. for a
taxpayer whose domicile is not in any urban area or county or town. According to the Notice on
Unifying the Municipal Maintenance Tax and Education Surcharge System of Domestic
Enterprises, Foreign-Invested Enterprises and Individuals (關於統一內外資企業和個人城市維護建
設稅和教育附加制度的通知) issued by the State Council on 18 October 2010, the municipal
maintenance tax will become applicable to foreign-invested enterprises as of 1 December 2010.
The Law of the People’s Republic of China on Urban Maintenance and Construction Tax,
adopted at the 21st Session of the Standing Committee of the 13th National People’s Congress
of the People’s Republic of China on 11 August 2020, has been promulgated and shall come
into effect as of 1 September 2021. When the above Law becomes effective, the Interim
Regulations of the People’s Republic of China on Municipal Maintenance Tax will be abolished.
Education surcharge
Under the Interim Provisions on the Imposition of the Education Surcharge (徵收教育費附
加的暫行規定) promulgated by the State Council on 28 April 1986 and last amended on 8
January 2011, a taxpayer, whether an individual or otherwise, of consumption tax, value-added
tax or business tax shall pay an education surcharge, unless such taxpayer is instead required
to pay a rural area education surcharge as provided by the Notice of the State Council on
Raising Funds for Schools in Rural Areas (國務院關於籌措農村學校辦學經費的通知). According
to the Notice on Unifying the Municipal Maintenance Tax and Education Surcharge System of
Domestic Enterprises, Foreign-Invested Enterprises and Individuals (關於統一內外資企業和個人
城市維護建設稅和教育附加制度的通知) as issued by the State Council on 18 October 2010, the
education surcharge will become applicable to foreign-invested enterprises as of 1 December
2010.
Measures on Stabilizing Housing Price
The General Office of the State Council promulgated the Circular on Duly Stabilizing the
Prices of Residential Properties (國務院辦公廳關於切實穩定住房價格的通知) on 26 March 2005,
requiring measures to be taken to restrain housing prices from increasing too fast and to
promote the healthy development of the property market. On 30 April 2005, the General Office
of the State Council issued the Opinion of the Ministry of Construction and other Departments
on Stabilizing the Prices of Residential Properties (關於做好穩定住房價格工作的意見), which
provides that:
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Intensifying planning and control and improving the housing supply structure
Where there is excessive growth in housing prices and insufficient supply of medium to
low priced commodity houses and affordable residential housing, housing construction should
mainly involve projects for the development of medium to low priced commodity houses and
affordable residential houses. The construction of low-density, high-quality houses shall be
strictly controlled. With respect to projects for the construction of medium-or-low-price
commodity houses, prior to the assignment of land, the municipal planning authority shall,
according to control planning, set forth conditions for the plan and design of such elements as
height of buildings, plot ratio and green space. The property authority shall, in collaboration
with other relevant authorities, set forth requirements such as sale price, type and area. Such
conditions and requirements will be set up as preconditions to the assignment of land to
ensure an adequate supply of small or medium-sized houses at moderate and low prices. The
local government must intensify the supervision of planning permits for property development
projects. Housing projects that have not been commenced within two years must be re-
examined, and those that turn out to be noncompliant will have their planning permits revoked.
Intensifying control over the supply of land and rigorously enforcing the administration of land
Where there is rapid excessive growth in the price of land for residential use, the
proportion of land for residential use to the total land supply should be raised, and the land
supply for the construction of regular commodity housing at medium or low prices and
affordable residential housing should be increased. Land supply for villa construction shall be
continuously suspended, and land supply for high-end housing property construction shall be
restricted.
On 24 May 2006, the General Office of the State Council issued the Opinion of the
Ministry of Construction and other Departments on Adjusting Housing Supply Structure and
Stabilization of Housing Prices (關於調整住房供應結構穩定住房價格的意見). As to the
adjustment of housing supply and stabilization of housing prices, the opinion provides that:
. Adjustment to the housing supply structure
(i) The construction of medium and small-sized regular commodity houses at

medium or low prices should be especially developed to satisfy the demands of
local residents.
(ii) From 1 June 2006, for each and every commodity building newly examined and
approved for the commencement of construction, the proportion of the area of
housing (including economically affordable housing) with a unit floor area less
than 90 square meters must reach 70 per cent. of the total development and
construction area. In case of adjustment of the above-mentioned proportion, if
required in special cases, the municipalities directly under the central
government, separately planned cities and provincial capital cities must submit
the special request for adjusting proportion to the MOC for approval. The
projects that have been examined and approved but have not received a
construction works commencement permit shall where necessary adjust the set
style of housing according to the above-mentioned requirements.
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. Adjustment to tax, credit and land policies
(i) Commencing 1 June 2006, business tax applicable to the transfer of a

residential property by an individual within five years from the date of purchase
will be levied on the basis of the full amount of the sale proceeds. For an
individual transferring an ordinary residential property five years or more from
the date of purchase, business tax will be exempted. For an individual
transferring a house other than an ordinary residential house for five years or
more from purchasing, the business tax will be levied on the basis of the
balance between the income from selling the house and the purchase price;
(ii) In order to restrain property development enterprises from purchasing land and
buildings with bank credits, any developer applying for loans shall have at least
35 per cent. of capital required for the project development. Commercial banks
should restrict the grant or extension of revolving credit facilities in any form to
property development enterprises with a large amount of idle land and/or vacant
commodity buildings. Commodity buildings which are vacant for more than 3
years should not be accepted as a guarantee by the commercial banks;
(iii) From 1 June 2006, the first installment of individual house loans should be no
less than 30 per cent. When a borrower applies for individual house loans for his
own use and the floor area of the unit is less than 90 square meters, the first
installment remains at 20 per cent.;
(iv) At least 70 per cent. of the land supply for residential property developments
must be used for low-to-medium-cost and small to medium-size units and low-
cost rental properties. On the basis of the restriction of price and housing style,
the land supply shall adopt the method of competitive bidding of land price and
housing price to determine the property development enterprise. Land supply
for villa construction shall continue to be suspended, and land supply for low-
density and large-area housing property construction shall be strictly prohibited;
(v) When construction has not yet started one year after the construction
commencement date agreed in the land use rights assignment contract has
elapsed, charges for idle land should be collected at a higher level; when the
construction has not started two years after the construction commencement
date agreed in the land use rights assignment contract have elapsed, the right
to use land can be taken back without compensation. The land will be regarded
as idle land if: the development and construction of the land has started on
time, but the developed area is less than one third of the total area to be
developed and constructed, or the invested amount is less than 25 per cent. of
the total amount of investment, and the development and construction has been
continuously suspended for no less than one year without approval.
. Further rectifying and regulating the property market
(i) Any project with a Construction Land Planning Permit which has not started
construction should be re-evaluated. If the project is not in accordance with the
controlling requirements of the plan, especially the requirements of the set style
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structure, the construction works planning permit, the construction works
commencement permit and the pre-sale permit should not be issued. Projects
which have been altered or the construction of which have exceeded the
provisions shall be disposed of or confiscated according to law.
(ii) The property administration authority and the administration of industry and
commerce should investigate any illegal conduct such as contract fraud. Illegal
conduct involving commodity building pre-completion sales without the
necessary conditions should be ordered to stop and punished. With respect to
the property enterprises that store up housing and maliciously manipulate and
raise housing prices, the competent authorities shall enforce monetary
punishment according to laws and regulations, and the responsible persons
concerned may have their Business Licenses revoked and/or shall be
investigated and prosecuted.
To implement the Opinions on Adjusting the Housing Supply Structure and Stabilizing
Housing Prices, the MOC promulgated Certain Opinions Regarding the Implementation of the
Ratio Requirement for the Structure of Newly Constructed Residential Units (關於落實新建住房
結構比例要求的若干意見) on 6 July 2006 and made supplemental requirements on the
proportion of newly built housing structure as follows:
. From 1 June 2006, in any city (including counties), housing with a floor area of less
than 90 square meters should reach 70 per cent. of the total floor area of commercial
commodity buildings newly approved or constructed.
. The governments should guarantee the conditions of planning and design of newly-
built commodity buildings conform to the requirements of structure and proportion.
Any digression from the above-mentioned requirements without authorization is
forbidden and a construction works planning permit should not be issued by
municipal planning and authorities. If there is any noncompliance with the planning
permit, a construction works commencement permit should not be issued by the
construction authority and a permit for pre-sale of commodity buildings should not
be issued by property development authority.
According to Several Opinions of the General Office of the State Council on Providing
Financial Support for Economic Development (No.126[2008]) (國務院辦公廳關於當前金融促進經
濟發展的若干意見), issued by General Office of the State Council on 8 December 2008, the
State Council (i) implemented and promulgated relevant credit policies and measures to
support people’s purchase of their first ordinary home or improved ordinary home; (ii) provided
more credit support for the construction of low rent houses and affordable residential houses
and the reconstruction of shed areas for low-income urban residents; and (iii) initiated the pilot
operation of real estate trust investment funds to diversify the financing channels of real estate
enterprises.
In January 2010, the General Office of the State Council issued a Circular on Facilitating
the Stable and Healthy Development of the Property Market (關於促進房地產市場平穩健康發展的
通知), which adopted a series of measures to strengthen and improve the regulation of the
property market, stabilize market expectation and facilitate the stable and healthy development
of the property market. These include, among others, measures to increase the supply of
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affordable housing and ordinary commodity housing, provide reasonable guidance for the
purchase of property, restrain speculative investment in property, and strengthen risk
prevention and market supervision. Additionally, the Circular explicitly requires a family
(including a borrower, his or her spouse and children under 18) who have already entered into
a mortgage for the purchase of a house to pay a minimum down payment of 40 per cent. of the
purchase price of a second or any additional house which they apply to purchase.
On 15 February 2012, the MLR promulgated the Notice on Accomplishment of Real Estate
Land Administration and Control in 2012 (國土資源部關於做好2012年房地產用地管理和調控重點
工作的通知) which requires that the previous real estate market control policy shall be firmly
performed and the real estate land supply for residential projects, especially for social security
housing projects shall be guaranteed.
On 19 July 2012, the MLR and MOHURD jointly issued the Urgent Notice to Further
Tighten Up Real Property Land Administration and Consolidate the Achievement of
Macroeconomic Control of the Real Property Market (關於進一步嚴格房地產用地管理鞏固房地產
市場調控成果的緊急通知) to strengthen the enforcement of macroeconomic policy in the real
property market, which requires residential construction projects must commence within one
year from the land title delivery date which is stipulated in the land allocation decision or land
grant contract and must be completed within three years from the date of commencement.
On 5 November 2012, the Ministry of Land and Resources, the Ministry of Finance, PBOC
and CBRC jointly promulgated the Notice on Strengthening Land Reserves and Financing
Administration (GuotuziFa [2012] No. 162) (關於加強土地儲備與融資管理的通知) In order to
strengthen land bank institution administration, determine the reasonable scale and structure of
land bank, strengthen the administration of land pre-development, reservation and protection,
and regulate the financing to land reservation and the use of land reservation funds.
On 20 February 2013, the executive meeting of the State Council chaired by Premier Wen
Jiabao issued a document emphasizing the strict implementation of tightening measures for the
real estate market. The measures include completing a system of responsibility for stabilizing
housing prices; restraining purchases of residential housing for investment and speculation
purposes; expanding the supply of both ordinary commodity housing and of land; accelerating
construction of affordable housing projects; and strengthening market supervision.
On 26 February 2013, the State Council issued the Notice on Continuing Adjustment and
Control of Property Markets (關於繼續做好房地產市場調控工作的通知) which requires, among
other restrictive measures:
. Improving the responsibility system for stabilizing housing prices. Municipalities

directly under the central government, cities listed on state plans and provincial
capitals (excluding Lhasa) must set an annual objective for controlling housing prices
and publish annual new commodity housing price control target in the first quarter of
the year;
. Firmly restraining purchases of residential housing for investment and speculation

purposes. Municipalities directly under the central government, cities listed on state
plans and provincial capitals (excluding Lhasa) which have implemented restrictions
on the real estate market are required to cover all administrative areas of the cities as
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restricted areas, and restricted housing shall include new commodity housing and
second-hand housing. Non-local residents who possess one or more residential
properties and fail to provide one-year or longer tax payment certificates or social
insurance payment certificates are to be barred from purchasing any residential
properties located in the administrative area. For cities where housing prices are
increasing at an excessively high rate, local branches of the PBOC may further raise
the down-payment rate and mortgage interest rate for the purchase of a second
residential property. In addition, the state will strictly enforce a 20 per cent. tax on
home sale profits;
. Expanding ordinary commodity housing units and increasing the supply of land. The
overall housing land supply in 2013 shall not be lower than the average actual land
supply in the past five years. Financial institutions, subject to credit requirements, are
to prioritize requests for loans for ordinary commodity housing construction projects
in which medium and small housing units constitute 70 per cent. or more of the total
units in such construction project.
LEGAL SUPERVISION RELATING TO THE PROPERTY MANAGEMENT SECTOR IN THE

PRC
Foreign-invested Property Management Enterprises
According to the Foreign Investment Industrial Guidance Catalogue, property management

falls within the category of industries in which foreign investment is permitted. Foreign invested
property management enterprises can be set up as a Sino-foreign equity joint venture, Sino-
foreign cooperative joint venture or wholly foreign owned enterprise according to the Catalogue
and the relevant requirements of the laws and administrative regulations regarding foreign-
invested enterprises. On 10 October 2016, the MOFCOM promulgated the Interim Measures on
the Filing Administration of Establishment and Modification of Foreign-funded Enterprises (外商
投資企業設立及變更備案管理暫行辦法) and was amended on 30 July 2017. According to the
measures, foreign-funded enterprises which are not subject to the special administrative
measures (as set out in the restricted category, prohibited category and encouraged category
which imposes restrictions on the share percentage and senior officers under the Foreign
Investment Industrial Guidance Catalogue) for permits stipulated by the PRC shall file with the
local counterparts of the MOFCOM from the online system the establishment information after
obtaining the prior approval of the enterprise’ name, in any event within 30 days following the
issuance of the business license, and file with the local counterparts of the MOFCOM the
modification information from the online system within 30 days following the occurrence of
stipulated modifications.
Pursuant to the Circular of the General Office of the State Council on Issues Concerning
the Further Regulation and Control of the Real Estate Market (國務院辦公廳關於進一步做好房地
產市場調控工作有關問題的通知) dated 26 January 2011, the municipalities directly under the
Central Government, cities specially designated in the State plan, provincial cities and the other
cities with excessive or rapid rising real estate prices shall implement strict measures with
housing-purchase limitation for a specified period of time. As the general rule, (i) individuals
who sell their residential property within five years after their purchase of such property will be
charged business taxes based on the full amount of the transfer income; (ii) the minimum down
payment for second house of residential family using bank loans or housing provident fund loan
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is raised to 60 per cent. with a minimum lending interest rate of 110 per cent. of the benchmark
rate; (iii) the PRC government will forfeit the land use rights if a developer fails to obtain the
construction permit and commence development for more than two years from the
commencement date stipulated in the land grant contract; and (iv) municipalities directly under
the Central Government, cities specially designated in the State Plan, provincial capitals and
cities with high housing prices shall make purchase restrictions for a specified period. In
principle, (a) a local residential family that already holds one house or a non-local residential
family that is able to provide evidence of local tax or social insurance payment for a required
period is limited to purchasing one house (including new commodity residential houses and
second hand houses); and (b) a local residential family who holds two or more houses, a non-
local residential family that holds one or more houses and a non-local residential family who
cannot provide the local payment certificates of tax and/or social insurance for a required
period shall be suspended from purchasing any other commodity residential houses in the
relevant administrative regions.
According to the Regulation on Clearly Marking Price in the Sale of Commodity Houses
(商品房銷售明碼標價規定) promulgated by NDRC on 16 March 2011, the sale of commercial
houses shall mark prices on a per unit basis, and show to the public the relevant fees which
will be charged and the other factors which are in relation to the sale price. A commercial
house operator shall not charge any additional fees other than those clearly marked during the
property sale. After the price is clearly marked, the developer cannot increase the sale price or
charge any other fees.
The Qualification of a Property Management Enterprise
According to the Regulation on Property Management (物業管理條例) enacted by the State

Council on 8 June 2003, implemented on 1 September 2003 and amended on 26 August 2007
and 6 June 2016, a qualification system for enterprises engaging in property management
activities is adopted. According to the Measures for the Administration on Qualifications of
Property Management Enterprises (物業管理企業資質管理辦法) enacted by the MOC on 17
March 2004, implemented on 1 May 2004 and amended on 26 November 2007, a newly
established property management enterprise shall, within 30 days from the date of receiving its
Business License, apply for qualifications to the competent property departments of the
people’s governments of the municipalities directly under the central government and cities
divided into districts in the locality of industry and commerce registration. The departments of
qualification examination and approval shall check and issue property management
qualification certificates to enterprises meeting conditions for the corresponding qualification
class.
According to the Measures for the Administration on Qualifications of Property

Management Enterprises, the qualifications of a property management enterprise shall be
classified into first, second and third classes. The competent construction department of the
State Council shall be responsible for the issuance and administration of the qualification
certificate of the first class property management enterprises. The competent construction
departments of the people’s governments of provinces and autonomous regions shall be
responsible for issuance and administration of the qualification certificate of the second class
property management enterprises, and the competent property administration departments of
the people’s governments of municipalities directly under the central government shall be
responsible for issuance and administration of the qualification certificate of the second and
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third class property management enterprises. The competent realty departments of the
people’s governments of the cities divided into districts shall be responsible for the issuance
and administration of the qualification certificate of the third class property management
enterprises.
The property management enterprises with the first class qualification may undertake any
realty management projects. The property management enterprises with the second class
qualification may undertake the realty management business of residential projects of under
300,000 square meters and the non-residential projects of under 80,000 square meters. The
property management enterprises with the third class qualification may undertake the realty
management business of residential projects under 200,000 square meters and non-residential
projects under 50,000 square meters. An annual inspection system on the qualifications of
property management enterprises is adopted.
Appointment of a Property Management Enterprise
According to the Regulation on Property Management, the general meeting of owners in a

property can appoint and dismiss the property management enterprise with affirmative votes of
owners holding more than half of the voting rights. Before the formal appointment of a property
management enterprise by the general meeting of the owners, a written temporary service
contract should be signed by the construction institutions (for example, a property
development enterprise) and a property management enterprise.
GENERAL LEGAL SUPERVISION ON THE CROSS-BORDER CAPITAL FLOW IN THE PRC
Current Account Items
Under PRC foreign exchange control regulations, current account items refer to any
transaction for international receipts and payments involving goods, services, earnings and
other frequent transfers.
Prior to July 2009, all current account items were required to be settled in foreign
currencies with limited exceptions. Following progressive reforms, RMB settlement of imports
and exports of goods and of services and other current account items became permissible
nationwide in 2012, except that the key enterprises on a Supervision List determined by the
PBOC and five other relevant authorities would be subject to enhanced scrutiny when banks
process current account cross-border repatriations.
On 5 July 2013, the PBOC promulgated the Circular on Policies related to Simplifying and
Improving Cross-border RMB Business Procedures (關於簡化跨境人民幣業務流程和完善有關政策
的通知) (the ‘‘2013 PBOC Circular’’) which simplified the procedures for cross-border RMB trade
settlement under current account items. On 1 November 2014, the PBOC introduced a cash
pooling arrangement for qualified multinational enterprise group companies, under which a
multinational enterprise group can process cross-border RMB payments and receipts for
current account items on a collective basis for eligible member companies in the group.
The regulations referred to above are subject to interpretation and application by the
relevant PRC authorities. Local authorities may adopt different practices in applying these
regulations and impose conditions for settlement of current account items.
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Capital Account Items
Under PRC foreign exchange control regulations, capital account items include cross-
border transfers of capital, direct investments, securities investments, derivative products and
loans. Capital account payments are generally subject to approval of, and/or registration or
filing with, the relevant PRC authorities.
Until recently, settlement of capital account items, for example, the capital contribution of
foreign investors to foreign invested enterprises in the PRC, were generally required to be made
in foreign currencies. Under progressive reforms by the PBOC, the MOFCOM and the SAFE,
foreign investors are now permitted to make capital contribution, share transfer, profit
allocation and liquidation and certain other transactions in RMB for their foreign direct
investment within the PRC. Cross-border RMB payment infrastructure and trading facilities are
being improved. Approval, registration and filing requirements for capital account payments in
RMB are being removed gradually. The Circular on Reforming Foreign Exchange Capital
Settlement for Foreign Invested Enterprises (關於改革外商投資企業外匯資本金結匯管理方式的通
知) which became effective on 1 June 2015 (the ‘‘2015 SAFE Circular’’), and the Circular on
Reforming and Regulating Management Policies of Foreign Exchange Settlement for Capital
Account Items (關於改革和規範資本項目結匯管理政策的通知) was newly promulgated and
became effective on 15 June 2016 (the ‘‘2016 SAFE Circular’’). In addition to the option to
settle foreign currency income under capital account items (such as registered capital or
foreign debt) through payment-based foreign exchange settlement (支付結匯制), the 2015 SAFE
Circular and the 2016 SAFE Circular allows PRC enterprises (including PRC domestic
enterprises and foreign-invested enterprises incorporated in PRC and excluding financial
institutions) to settle up to 100 per cent. (subject to future adjustment at discretion of SAFE) of
the foreign currency under capital account items into RMB according to their actual operational
needs on a voluntary basis, subject to any restrictive requirement as provided by currently
effective regulations in PRC in respect of the settlement of foreign currency income under the
capital account items by PRC enterprise. In principle, the RMB proceeds through the
aforementioned voluntary settlement shall be deposited into designated bank account called
capital account item — account for foreign currency settlement pending payment (資本項目 —
結匯待支付賬戶) (the ‘‘Account for Foreign Currency Settlement Pending Payment’’) as
opened by such PRC enterprise, and accordingly all future payments shall be processed from
such Account for Foreign Currency Settlement Pending Payment. A negative list with respect to
the usage of the foreign currency under capital account items and the RMB proceeds through
the aforementioned settlement procedure is set forth under the 2016 SAFE Circular. In
particular, a foreign invested enterprise with investment as its main business (including the
foreign-invested investment company (外商投資性公司), foreign-invested venture capital
enterprise (外商投資創業投資企業) or foreign-invested private equity investment enterprise (外商
投資股權投資企業)) is permitted to use such settled RMB proceeds (whether directly settled, or
from the RMB deposit in its Account for Foreign Currency Settlement Pending Payment as
previously settled through voluntary settlement) to make equity contribution to its invested
enterprises directly, without further fillings with SAFE.
PRC entities are also permitted to borrow RMB denominated loans from foreign lenders
(which are referred to as ‘‘foreign debt’’) and lend RMB denominated loans to foreign borrowers
(which are referred to as ‘‘outbound loans’’), as long as such PRC entities have the necessary
quota, approval or registration. PRC entities may also denominate security or guarantee
arrangements in RMB and make payments thereunder to parties in the PRC as well as other
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jurisdictions (which is referred to as ‘‘cross-border security’’). Under current rules promulgated
by SAFE, foreign debts borrowed, outbound loans extended, and the cross-border security
provided by a PRC onshore entity (including a financial institution) in RMB shall, in principle, be
regulated under the current PRC foreign debt, outbound loan and cross-border security
regimes applicable to foreign currencies. However, there remains potential inconsistencies
between the provisions of the SAFE rules and the provisions of the 2013 PBOC Circular. It is
not clear how regulators will deal with such inconsistencies in practice.
On 5 September 2015, the PBOC promulgated the Circular on Further Facilitating the
Cross-Border Bi-directional RMB Cash Pooling Business by Multinational Enterprise Groups (關
於進一步便利跨國企業集團開展跨境雙向人民幣資金池業務的通知) (the ‘‘2015 PBOC Circular’’),
which, among others, have lowered the eligibility requirements for multinational enterprise
groups and increased the cap for net cash inflow. According to the 2015 PBOC Circular,
qualified multinational enterprise groups can extend RMB denominated loans to, or borrow
RMB denominated loans from, eligible offshore member entities within the same group by
leveraging the cash pooling arrangements. The RMB funds will be placed in a special deposit
account and may not be used to invest in stocks, financial derivatives, or non-self-use real
estate assets, or purchase wealth management products or extend loans to enterprises outside
the group.
Recent reforms introduced were aimed at controlling the remittance of RMB for payment
of transactions categorised as capital account items. There is no assurance that the PRC
government will continue to gradually liberalise the control over RMB payments of capital
account item transactions in the future. The relevant regulations are relatively new and will be
subject to interpretation and application by the relevant PRC authorities. Further, if any new
PRC regulations are promulgated in the future which have the effect of permitting or restricting
(as the case may be) the remittance of RMB for payment of transactions categorised as capital
account items, then such remittances will need to be made subject to the specific requirements
or restrictions set out in such rules.
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TAXATION
The following summary of certain tax consequences of the purchase, ownership and
disposition of the Notes is based upon applicable laws, regulations, rulings and decisions in
effect as at the date of this Offering Circular, all of which are subject to change (possibly with
retroactive effect). This discussion does not purport to be a comprehensive description of all
the tax considerations that may be relevant to a decision to purchase, own or dispose of the
Notes and does not purport to deal with consequences applicable to all categories of investors,
some of which may be subject to special rules. Neither these statements nor any other
statements in this Offering Circular are to be regarded as advice on the tax position of any
holder of the Notes or any persons acquiring, selling or otherwise dealing in the Notes or on any
tax implications arising from the acquisition, sale or other dealings in respect of the Notes.
Persons considering the purchase of the Notes should consult their own tax advisers
concerning the possible tax consequences of buying, holding or selling any Notes under the
laws of their country of citizenship, residence or domicile.
British Virgin Islands
The Issuer and all dividends, interest, rents, royalties, compensation and other amounts
paid by the Issuer to persons who are not resident in the British Virgin Islands and any capital
gains realised with respect to any shares, debt obligations, or other securities of the Issuer by
persons who are not resident in the British Virgin Islands are exempt from all provisions of the
Income Tax Ordinance in the British Virgin Islands.
No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by
persons who are not resident in the British Virgin Islands with respect to any shares, debt
obligation or other securities of the Issuer.
All instruments relating to transfers of property to or by the Issuer and all instruments
relating to transactions in respect of the shares, debt obligations or other securities of the
Issuer and all instruments relating to other transactions relating to the business of the Issuer
are exempt from payment of stamp duty in the British Virgin Islands. This assumes that the
Issuer does not hold an interest in real estate in the British Virgin Islands.
There are currently no withholding taxes or exchange control regulations in the British
Virgin Islands applicable to the Issuer or its members.
Hong Kong
Withholding tax
No withholding tax is payable in Hong Kong in respect of payments of principal (including

any premium payable on redemption of the Notes) or interest on the Notes or in respect of any
capital gains arising from the sale of the Notes.
197
Profits tax
Hong Kong profits tax is chargeable on every person carrying on a trade, profession or
business in Hong Kong in respect of profits arising in or derived from Hong Kong from such
trade, profession or business (excluding profits arising from the sale or disposal of capital
assets).
Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) (the ‘‘Inland
Revenue Ordinance’’) as it is currently applied by the Inland Revenue Department, interest on
the Notes may be deemed to be profits arising in or derived from Hong Kong from a trade,
profession or business carried out in Hong Kong in the following circumstances:
(a) interest on the Notes is received by or accrues to a financial institution (as defined in
the Inland Revenue Ordinance) and arises through or from the carrying on by the
financial institution of its business in Hong Kong; or
(b) interest on the Notes is derived from Hong Kong and is received by or accrues to a
corporation (other than a financial institution) carrying on a trade, profession or
business in Hong Kong; or
(c) interest on the Notes is derived from Hong Kong and is received by or accrues to a
person (other than a corporation) carrying on a trade, profession or business in Hong
Kong and is in respect of the funds of the trade, profession or business.
Sums derived from the sale, disposal or redemption of the Notes will be subject to Hong
Kong profits tax where received by or accrued to a person who carries on a trade, profession
or business in Hong Kong and the sum has a Hong Kong source. Sums received by or accrued
to a financial institution by way of gains or profits arising through or from the carrying on by the
financial institution of its business in Hong Kong from the sale, disposal and redemption of the
Notes will be subject to profits tax.
Stamp duty
No Hong Kong stamp duty will be chargeable upon the issue or transfer of a Note.
Estate duty
No Hong Kong estate duty is payable in respect of the Notes.
PRC
The following summary describes the principal PRC tax consequences of ownership of the
Notes by beneficial owners who, or which, are not residents of mainland China for PRC tax
purposes. These beneficial owners are referred to as non-PRC Noteholders in this section. In
considering whether to invest in the Notes, investors should consult their individual tax
advisors with regard to the application of PRC tax laws to their particular situations as well as
any tax consequences arising under the laws of any other tax jurisdiction. Reference is made to
PRC taxes from imposed the taxable year beginning on or after 1 January 2008.
198
Pursuant to the EIT Laws and the related regulations, enterprises that are established
under laws of foreign countries and regions (including Hong Kong, Macau and Taiwan) but
whose ‘‘de facto management bodies’’ are within the territory of the PRC shall be treated as
PRC tax resident enterprises for the purpose of the EIT Laws and they shall pay enterprise
income tax at the rate of 25 per cent. in respect of their income sourced from both within and
outside the PRC. If the relevant PRC tax authorities decide, in accordance with applicable tax
rules and regulations, that the ‘‘de facto management body’’ of the Issuer is within the territory
of the PRC, the Issuer may be held to be a PRC tax resident enterprise for the purpose of the
EIT Laws and be subject to enterprise income tax at the rate of 25 per cent. for its income
sourced from both within and outside PRC. As confirmed by the Issuer, as at the date of this
Offering Circular, the Issuer has not been given notice or informed by the PRC tax authorities
that it is considered as a PRC tax resident enterprise for the purpose of the EIT Laws. On that
basis, holders of the Notes will not be subject to withholding tax, income tax or any other taxes
or duties (including stamp duty) imposed by any governmental authority in the PRC in respect
of the holding of the Notes or any repayment of principal and payment of interest made
thereon.
However, there can be no assurance that the Issuer will not be treated as a PRC tax
resident enterprise under the EIT Laws and related implementation regulations in the future.
Pursuant to the EIT Laws, any non-resident enterprise without establishment within the PRC or
its income have no actual connection to its establishment inside the PRC shall pay enterprise
income tax at the rate of 10 per cent. on the income sourced inside the PRC, and such income
tax shall be withheld by sources with the PRC payer acting as the obligatory withholder, who
shall withhold the tax amount from each payment or payment due. Accordingly, in the event the
Issuer (or the Guarantor, as the case may be) is deemed to be a PRC tax resident enterprise by
the PRC tax authorities in the future, the Issuer (or the Guarantor, as the case may be) shall
withhold income tax from the payments of interest in respect of the Notes for any non-PRC
enterprise Noteholder. However, despite the potential withholding of PRC tax by the Issuer(or
the Guarantor, as the case may be), the Issuer has agreed to pay additional amounts to holders
of the Notes so that holders of the Notes would receive the full amount of the scheduled
payment, as further set out in the Terms and Conditions of the Notes.
Non-PRC Noteholders will not be subject to the PRC tax on any capital gains derived from
a sale or exchange of Notes consummated outside mainland China between non-PRC
Noteholders, except however, if the Issuer is treated as a PRC tax resident enterprise under
the EIT Laws and related implementation regulations in the future, any gain realised by the non-
PRC enterprise Noteholders from the transfer of the Notes may be regarded as being derived
from sources within the PRC and accordingly would be subject to PRC withholding tax at a rate
of up to 10 per cent.
No PRC stamp duty will be chargeable upon the issue or transfer (for so long as the
register of Noteholders is maintained outside the PRC) of a Note.
THE PROPOSED FINANCIAL TRANSACTIONS TAX (‘‘FTT’’)
On 14 February 2013, the European Commission published a proposal (the

‘‘Commission’s Proposal’’) for a Directive for a common FTT in Belgium, Germany, Estonia,
Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the ‘‘participating
Member States’’). However, Estonia has since stated that it will not participate.
199
The Commission’s Proposal has very broad scope and could, if introduced in its current
form, apply to certain dealings in the Notes (including secondary market transactions) in certain
circumstances. The issuance and subscription of Notes should, however, be exempt. Under the
Commission’s Proposal, the FTT could apply in certain circumstances to persons both within
and outside of the participating Member States. Generally, it would apply to certain dealings in
the Notes where at least one party is a financial institution, and at least one party is established
in a participating Member State. A financial institution may be, or be deemed to be,
‘‘established’’ in a participating Member State in a broad range of circumstances, including (a)
by transacting with a person established in a participating Member State or (b) where the
financial instrument which is subject to the dealings is issued in a participating Member State.
The FTT proposal remains subject to negotiation between the participating Member
States. It may therefore be altered prior to any implementation, the timing of which remains
unclear. Additional EU Member States may decide to participate.
Prospective holders of the Notes are advised to seek their own professional advice in
relation to the FTT.
UNITED STATES’ FOREIGN ACCOUNT TAX COMPLIANCE ACT TAX PROVISIONS
Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, as amended,
commonly known as FATCA, a ‘‘foreign financial institution’’ may be required to withhold on
certain payments it makes (‘‘foreign passthru payments’’) to persons that fail to meet certain
certification, reporting or related requirements. The Issuer may be a foreign financial institution
for these purposes. A number of jurisdictions have entered into, or have agreed in substance
to, intergovernmental agreements with the United States to implement FATCA (‘‘IGAs’’), which
modify the way in which FATCA applies in their jurisdictions. Certain aspects of the application
of the FATCA provisions and IGAs to instruments such as the Notes, including whether
withholding would ever be required pursuant to FATCA or an IGA with respect to payments on
instruments such as the Notes, are uncertain and may be subject to change. Even if
withholding would be required pursuant to FATCA or an IGA with respect to payments on
instruments such as the Notes, such withholding would not apply prior to the date that is two
years after the date on which final regulations defining foreign passthru payments are published
in the U.S. Federal Register. In the preamble to the proposed regulations, the U.S. Treasury
Department indicates that taxpayers may rely on the proposed regulations until the issuance of
final regulations. Holders should consult their own tax advisors regarding how these rules may
apply to their investment in the Notes.
200
SUBSCRIPTION AND SALE
The Issuer and the Guarantor has entered into a subscription agreement with BOCI Asia
Limited, Huatai Financial Holdings (Hong Kong) Limited, UBS AG Hong Kong Branch1, China
International Capital Corporation Hong Kong Securities Limited, Bank of Communications Co.,
Ltd. Hong Kong Branch, China Everbright Bank Co., Ltd., Hong Kong Branch, Guotai Junan
Securities (Hong Kong) Limited, Industrial and Commercial Bank of China (Asia) Limited, ABCI
Capital Limited, Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch, China
Securities (International) Corporate Finance Company Limited, China CITIC Bank International
Limited, Silk Road International Capital Limited, CMBC Securities Company Limited, The Bank
of East Asia, Limited, China Minsheng Banking Corp., Ltd., Hong Kong Branch and Haitong
International Securities Company Limited (for the purpose of this section, the ‘‘Joint Lead
Managers’’) dated 28 October 2020 (the ‘‘Subscription Agreement’’), pursuant to which and
subject to certain conditions contained therein, the Issuer has agreed to sell to the Joint Lead
Managers, which have severally agreed to subscribe and pay for, or to procure subscribers to
subscribe and pay for, the Notes at an issue price of 100.00 per cent. of their principal amount
(the ‘‘Issue Price’’) in the amount set forth below.
Principal amount
of Notes
(U.S.$)
BOCI Asia Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000

Huatai Financial Holdings (Hong Kong) Limited . . . . . . . . . . . . . . . . . . . 95,000,000
UBS AG Hong Kong Branch 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,000,000
China International Capital Corporation Hong Kong Securities Limited . . 15,000,000
Bank of Communications Co., Ltd. Hong Kong Branch . . . . . . . . . . . . . 15,000,000
China Everbright Bank Co., Ltd., Hong Kong Branch . . . . . . . . . . . . . . . 15,000,000
Guotai Junan Securities (Hong Kong) Limited . . . . . . . . . . . . . . . . . . . . 15,000,000
Industrial and Commercial Bank of China (Asia) Limited . . . . . . . . . . . . . 15,000,000
ABCI Capital Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000
Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch . . . . 15,000,000
China Securities (International) Corporate Finance Company Limited . . . 15,000,000
China CITIC Bank International Limited . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000
Silk Road International Capital Limited . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000
CMBC Securities Company Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000
The Bank of East Asia, Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000,000
China Minsheng Banking Corp., Ltd., Hong Kong Branch . . . . . . . . . . . . 15,000,000
Haitong International Securities Company Limited . . . . . . . . . . . . . . . . . 15,000,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000,000
The Subscription Agreement provides that the obligations of the Joint Lead Managers are
subject to certain conditions precedent and entitles the Joint Lead Managers to terminate the
Subscription Agreement in certain circumstances at any time prior to the payment of the net
proceeds of the issue of the Notes to the Issuer on the Closing Date.
201
Other relationships
Each Joint Lead Manager or its affiliates may purchase the Notes for its own account and
enter into transactions, including, without limitation, credit derivatives, including asset swaps,
repackaging and credit default swap relating to the Notes at the same time as the offer and
sale of the Notes or in secondary market transactions. Such transactions would be carried out
as bilateral trades with selected counterparties and separately from any existing sale or resale
of the Notes to which this Offering Circular relates (notwithstanding that such selected
counterparties may also be purchaser of the Notes). Each of the Joint Lead Managers and its
affiliates has engaged in, and may in the future engage in, investment banking and other
commercial dealings in the ordinary course of business with the Company, the Issuer, the
Guarantor or their respective subsidiaries or associates from time to time. Each Joint Lead
Manager may receive customary fees and commissions for these transactions. Each Joint Lead
Manager or certain of its affiliates may purchase Notes and be allocated Notes for asset
management and/or proprietary purposes but not with a view to distribution. In addition to the
transactions noted above, each Joint Lead Manager and its affiliates may, from time to time,
engage in other transactions with, and perform services for, the Company, the Issuer, the
Guarantor or their respective subsidiaries or affiliates in the ordinary course of their business. In
addition, each Joint Lead Manager and certain of its subsidiaries and affiliates may hold shares
or other securities in the Issuer, the Guarantor or the Company as beneficial owners, on behalf
of clients or in the capacity of investment advisors.
General
The distribution of this Offering Circular or any offering material and the offering, sale or
delivery of the Notes is restricted by law in certain jurisdictions. Therefore, persons who may
come into possession of this Offering Circular or any offering material are advised to consult
with their own legal advisers as to what restrictions may be applicable to them and to observe
such restrictions. This Offering Circular may not be used for the purpose of an offer or
invitation in any circumstances in which such offer or invitation is not authorised.
No action has been or will be taken in any jurisdiction by the Issuer, the Guarantor or the
Joint Lead Managers that would permit a public offering, or any other offering under
circumstances not permitted by applicable law, of the Notes, or possession or distribution of
this Offering Circular, any amendment or supplement thereto issued in connection with the
proposed resale of the Notes or any other offering or publicity material relating to the Notes, in
any country or jurisdiction where action for that purpose is required. Accordingly, the Notes
may not be offered or sold, directly or indirectly, and neither this Offering Circular nor any other
offering material or advertisements in connection with the Notes may be distributed or
published, by the Issuer, the Guarantor or the Joint Lead Managers, in or from any country or
jurisdiction, except in circumstances which will result in compliance with all applicable rules
and regulations of any such country or jurisdiction and will not impose any obligations on the
Issuer, the Guarantor or the Joint Lead Managers.
United States
The Notes and the Guarantee of the Notes have not been and will not be registered under
the Securities Act or any state securities law and may not be offered, sold or delivered within
the United States except in certain transactions exempt from the registration requirements of
202
the Securities Act. Each Joint Lead Manager has represented, warranted and agreed that it has
not offered, sold or delivered and will not offer, sell or deliver any Notes within the United
States, except in accordance with Rule 903 of Regulation S under the Securities Act. In
addition, until 40 days after the commencement of the Offering, an offer or sale of the Notes
within the United States by any dealer (whether or not participating in the Offering) may violate
the registration requirements of the Securities Act.
United Kingdom
Each Joint Lead Manager has represented, warranted and undertaken that:
(a) it has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the Financial Services and Markets Act
2000 (the ‘‘FSMA’’)) received by it in connection with the issue or sale of any Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(b) it has complied and will comply with all applicable provisions of the FSMA with
respect to anything done by it in relation to the Notes in, from or otherwise involving
the United Kingdom.
Hong Kong
Each Joint Lead Manager has represented, warranted and undertaken that:
(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any
document, any Notes other than (a) to ‘‘professional investors’’ as defined in the
Securities and Futures Ordinance (Cap. 571) of Hong Kong (‘‘SFO’’) and any rules
made under that Ordinance; or (b) in other circumstances which do not result in the
document being a ‘‘prospectus’’ as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not
constitute an offer to the public within the meaning of that Ordinance; and
(b) it has not issued or had in its possession for the purposes of issue, and will not issue
or have in its possession for the purposes of issue, whether in Hong Kong or
elsewhere, any advertisement, invitation or document relating to the Notes, which is
directed at, or the contents of which are likely to be accessed or read by, the public
of Hong Kong (except if permitted to do so under the securities laws of Hong Kong)
other than with respect to the Notes which are or are intended to be disposed of only
to persons outside Hong Kong or only to ‘‘professional investors’’ as defined in the
SFO and any rules made under that Ordinance.
PRC
Each of the Joint Lead Managers has represented, warranted and undertaken that the
Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the
PRC (for such purposes, not including the Hong Kong and Macau Special Administrative
Regions or Taiwan), except as permitted by the securities laws of the PRC.
203
Singapore
Each Joint Lead Manager has acknowledged that this Offering Circular has not been and
will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly,
each Joint Lead Manager has represented, warranted and agreed that it has not offered or sold
any Notes or caused such Notes to be made the subject of an invitation for subscription or
purchase and will not offer or sell such Notes or cause such Notes to be made the subject of
an invitation for subscription or purchase, and has not circulated or distributed, nor will it
circulate or distribute, the Offering Circulars or any other document or material in connection
with the offer or sale, or invitation for subscription or purchase, of such Notes, whether directly
or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in
Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, as modified or
amended from time to time (the ‘‘SFA’’)) pursuant to Section 274 of the SFA, (ii) to a relevant
person (as defined in Section 275(2)) pursuant to Section 275(1), or any person pursuant to
Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant
person which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the
SFA)) the sole business of which is to hold investments and the entire share capital
of which is owned by one or more individuals, each of whom is an accredited
investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited
investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the
SFA) of that corporation or the beneficiaries’ rights and interests (howsoever described) in that
trust shall not be transferred within six months after that corporation or that trust has acquired
the Notes pursuant to an offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person defined in Section 275(2) of the

SFA, or to any person arising from an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments),
(Securities and Securities-based Derivatives Contracts) Regulations 2018.
204
Japan
The Notes have not been and will not be registered under the Financial Instruments and
Exchange Act of Japan (Act No. 25 of 1948, as amended, the ‘‘Financial Instruments and
Exchange Act’’) and, accordingly, each Joint Lead Manager has represented, warranted and
undertaken that it has not, directly or indirectly, offered or sold and will not, directly or
indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan
(which term as used herein means any person resident in Japan, including any corporation or
other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an
exemption from the registration requirements of, or otherwise in compliance with the Financial
Instruments and Exchange Act and other relevant laws and regulations of Japan.
Each Joint Lead Manager has represented, warranted and agreed that it has not made and
will not make any invitation to the public in the British Virgin Islands or a natural person who is
a British Virgin Islands resident or citizen to offer or sell the Notes and the Notes are not being
offered or sold and may not be offered or sold, directly or indirectly, in the British Virgin
Islands, except as otherwise permitted by British Virgin Islands law.
205
GENERAL INFORMATION
1. Clearing Systems: The Notes have been accepted for clearance through Euroclear and
Clearstream. The securities codes for the Notes are as follows:
Common Code: 225070199
ISIN: XS2250701997
Legal Entity 894500C01BXHHDWBXT88

Identifier (LEI):
2. Authorisations: The Issuer has obtained all necessary consents, approvals and
authorisations in connection with the issue and performance of the Notes. The issue of
the Notes was authorised by the board minutes of the Issuer on 23 October 2020.
The Guarantor has obtained all necessary consents, approvals and authorisations in
connection with the giving of the Guarantee of the Notes. The giving of the Guarantee of
the Notes was authorised by the board minutes of the Guarantor on 23 October 2020.
The Company has obtained all necessary consents, approvals and authorisations in
connection with the entry into of the Keepwell Deed.
An Enterprise Foreign Debt Filing Certificate dated 14 October 2020 has been obtained
from the NDRC in connection with the issuance of the Notes pursuant to the NDRC
Circular and which remains in full force and effect as of the date of this Offering Circular.
3. No Material Adverse Change: Except as disclosed in this Offering Circular, there has
been no material adverse change since 31 December 2019 (in the case of the Guarantor)
or the date of incorporation (in the case of the Issuer) in the financial or trading position,
prospects or results of operations of the Issuer, the Guarantor or the Group.
4. Litigation: From time to time, the Issuer, the Guarantor and other members of the Group
may be involved in litigation or other disputes that arise in the ordinary course of
business. However, except as disclosed in this Offering Circular, none of the Issuer, the
Guarantor or any member of the Group is currently involved in any litigation, disputes or
arbitration proceedings which the Group believes are material in the context of the Notes
and the giving of the Guarantee, and the Issuer or the Guarantor is not aware of any
material litigation, disputes or arbitration proceedings that are currently pending or
threatened.
5. Available Documents: Copies of the Guarantor’s consolidated financial statements for

the years ended 31 December 2018 and 2019, the Keepwell Deed, the Trust Deed and the
Agency Agreement relating to the Notes and the Articles of Association of the Issuer and
the Guarantor will be available for inspection from the Issue Date at the principal office of
the Guarantor in Hong Kong at Room 2503, 25/F., Admiralty Centre, Tower 1, 18 Harcourt
Road, Hong Kong and at the specified office of the Trustee during normal business hours,
so long as any of the Notes is outstanding. The Guarantor prepares and publishes an
206
annual report every year and an interim report semi-annually. Copies of the Guarantor’s
annual report and interim report in respect of the latest year and period can be obtained
from its corporate website.
6. Financial Statements: The consolidated financial statements of the Guarantor as of and

for the years ended 31 December 2018 and 2019, have been audited by BDO, auditors of
the Guarantor.
7. Certain Changes to Accounting Policies: The Group has adopted certain new
accounting standards including those on leases from 1 January 2019. Please refer to note
2 ‘‘Changes in Accounting Policies’’ on pages F-28 to F-38 of this Offering Circular for
details.
8. Listing of the Notes: Application will be made to the HKSE for the listing of, and
permission to deal in, the Notes issued to Professional Investors only. It is expected that
dealing in, and listing of, the Notes on the HKSE will commence on 11 November 2020.
207
INDEX TO THE AUDITED AND UNAUDITED FINANCIAL STATEMENTS
Page
Audited Consolidated Financial Statements of the Guarantor

as of and for the year ended 31 December 2019
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Statement of Profit or Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12
Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13
Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-14
Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-17
Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-19
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-22
Audited Consolidated Financial Statements of the Guarantor

as of and for the year ended 31 December 2018
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-223
Consolidated Statement of Profit or Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-234
Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-235
Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-236
Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-239
Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-241
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-245
Unaudited Condensed Consolidated Financial Statements of the Guarantor as of and for

the six months ended 30 June 2020
Condensed Consolidated Statement of Profit or Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-476
Condensed Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . F-477
Condensed Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . F-478
Condensed Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . F-480
Condensed Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-481
Notes to the Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . F-482
F-1
保利置業集團有限公司 105
二零一九年年報
INDEPENDENT AUDITOR’S REPORT

獨立核數師報告
For the year ended 31 December 2019
截至二零一九年十二月三十一日止年度
TO THE MEMBERS OF POLY PROPERTY GROUP CO., 致保利置業集團有限公司列位股東

LIMITED
(incorporated in Hong Kong with limited liability) （於香港註冊成立的有限公司）
OPINION 意見
We have audited the consolidated financial statements of 本核數師行（「本行」）已完成審核刊於第115至第

Poly Property Group Co., Limited and its subsidiaries 325頁保利置業集團有限公司及其附屬公司（統
(together “the Group”) set out on pages 115 to 325, 稱「貴集團」）之綜合財務報表，此等綜合財務報
which comprise the consolidated statement of financial 表包括於二零一九年十二月三十一日之綜合財
position as at 31 December 2019, the consolidated 務狀況表及截至該日止年度之綜合損益表、綜
statement of profit or loss, the consolidated statement of 合全面收益表、綜合權益變動表和綜合現金流
comprehensive income, the consolidated statement of 量表，以及綜合財務報表附註（包括主要會計政
changes in equity and the consolidated statement of cash 策概要）。
flows for the year then ended and notes to the
consolidated financial statements, including a summary of
significant accounting policies.
In our opinion, the consolidated financial statements give a 本行認為，該等綜合財務報表已根據香港會計

true and fair view of the consolidated financial position of 師公會（「香港會計師公會」）頒佈之香港財務報
the Group as at 31 December 2019, and of its 告準則（「香港財務報告準則」）真實而公平地反
consolidated financial performance and its consolidated 映　貴集團於二零一九年十二月三十一日之綜
cash flows for the year then ended in accordance with 合財務狀況及截至該日止年度之綜合財務表現
Hong Kong Financial Reporting Standards (“HKFRSs”) 和綜合現金流量，已按照香港公司條例妥為編
issued by the Hong Kong Institute of Certified Public 製。
Accountants (“HKICPA”) and have been properly prepared
in compliance with the Hong Kong Companies Ordinance.
F-2
106 POLY PROPERTY GROUP CO. , LIMITED
ANNUAL REPORT 2019

BASIS FOR OPINION 意見基準
We conducted our audit in accordance with Hong Kong 本行已根據香港會計師公會頒佈之香港審計準

Standards on Auditing (“HKSAs”) issued by the HKICPA. 則（「香港審計準則」）進行審核。本行根據該等
Our responsibilities under those standards are further 準則的責任詳述於本報告「核數師審核綜合財
described in the “Auditor’s Responsibilities for the Audit of 務報表之責任」一節。根據香港會計師公會頒佈
the Consolidated Financial Statements” section of our 之「專業會計師道德守則」（「守則」），本行獨立
report. We are independent of the Group in accordance 於　貴集團，已依照該守則履行其他道德責任。
with the HKICPA’s “Code of Ethics for Professional 本行認為所獲審核證據可為本行的意見提供充
Accountants” (the “Code”), and we have fulfilled our other 分適合的依據。
ethical responsibilities in accordance with the Code. We
believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our
opinion.
KEY AUDIT MATTERS 關鍵審核事項
Key audit matters are those matters that, in our 關鍵審核事項是根據本行的專業判斷，認為對

professional judgment, were of most significance in our 本期綜合財務報表的審計最為重要的事項。這
audit of the consolidated financial statements for the 些事項是在本行審計整體綜合財務報表及出具
current period. These matters were addressed in the 意見時進行處理的。本行不會對這些事項提供
context of our audit of the consolidated financial 單獨的意見。
statements as a whole and, in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.
(i) Revenue recognition from sales of (i) 銷售物業之收入確認

properties
The Group recognised revenue arising from sales of 截至二零一九年十二月三十一日止年
properties of HK$37,743,573,000 for the year ended 度，貴集團物業銷售確認之收入為
31 December 2019. 37,743,573,000港元。
Revenue is one of the key performance indicators of 收入為貴集團重要績效指標之一，存在

the Group which gives rise to an inherent risk that 記入錯誤期間或遭到操控的固有風險。
revenue could be recorded in the incorrect period or
subject to manipulation.
Sales of properties are recognised as revenue at the 當買方取得竣工物業控制權時方會確認物

point in time when the buyer obtains the control of 業銷售為收入。轉移時間取決於銷售合約
the completed property. Determination of this point 安排及相關司法權區法律，亦可能涉及管
in time is dependent on the contractual 理層判斷。
arrangements for a sale, the laws in the relevant
jurisdiction and may require management judgement.
F-3
Refer to note 8 to the consolidated financial 請參閱綜合財務報表附註8及第177至第

statements and the accounting policies on pages 181頁之會計政策。
177 to 181.
Our response: 本行的回覆：
Our procedures involved sampling revenue 本行的程序涉及抽查物業銷售收入交易，

transactions for the sale of properties and specifically 具體包括：
included:
• Obtaining evidence regarding the transfer of • 獲取轉移所有權大部分風險及回報

substantial risks and rewards of ownership 的證據（包括（如相關）竣工證明書、
(including, where relevant, completion 佔用許可證及驗收函）；
certificates, occupation permits and acceptance
letters);
• Reading the signed sales and purchase • 細閱已簽署買賣合約了解合約安排；

agreements to identify contractual
arrangements;
• Reconciling the amounts from the ledger and • 對賬賬簿金額，核對已簽署買賣合

agreeing the corresponding contracted terms to 約的相應條款；及
the signed sales and purchase agreements; and
• Agreeing the deposits, final payments or • 核對銀行結單的定金、尾款或按揭

mortgage receipts to bank statements. 收據。
(ii) Valuation of investment properties (ii) 投資物業估值

Management has estimated the fair value of the 管理層估計　貴集團於二零一九年十二月
Group’s investment properties to be 三十一日的投資物業公平值為
HK$12,115,132,000 at 31 December 2019, with a 12,115,132,000港元，截至二零一九年
revaluation loss for the year ended 31 December 十二月三十一日止年度的重估損失
2019 recorded in the consolidated statement of 7,933,000港元計入綜合損益表。
profit or loss of HK$7,933,000.
Estimations of fair value are dependent on certain 公平值估計需依賴管理層作出若干重大判

key assumptions and unobservable inputs that require 斷的關鍵假設及不可觀察輸入數據，包括
significant management judgement, including 資本化率及可比較物業市場交易價。
capitalisation rates and market transaction prices for
comparable properties.
F-4
ANNUAL REPORT 2019

Favourable or unfavourable changes to these 該等假設發生有利或不利變動會導致　貴

assumptions would result in changes in fair value of 集團的投資物業公平值變動，亦須相應調
the Group’s investment properties and the 整綜合損益表確認的損益。因此，該等假
corresponding adjustments to the gain or loss 設及不可觀察輸入數據對財務表現有重大
recognised in the consolidated statement of profit or 影響。
loss. As a result, the financial performance can be
greatly affected by the assumptions and
unobservable inputs.

statements and the accounting policies on pages 149頁之會計政策。
148 to 149.
Our procedures in relation to management’s 本行有關管理層估值投資物業的程序包

valuation of investment properties included: 括：
• Evaluating the competence, capabilities and • 評估獨立外聘估值師的資質、能力

objectivity of independent external valuers; 和客觀性；
• Obtaining external valuation reports and • 查閱外部估值報告，與外聘估值師

meeting with external valuers to understand the 討論估值結果。本行評估及斟酌所
results of their work. We assessed and 用估值方法及重大假設是否恰當（包
challenged the valuation methodologies used 括可比較物業市場交易價及資本化
and the appropriateness of the significant 率），對比衡量該等假設與相關市場
assumptions, including market transaction prices 證據（包括物業銷售實例及其他外部
for comparable properties and capitalisation 數據）；及
rates. We benchmarked these assumptions to
relevant market evidence including specific
property sales and other external data; and
• Checking, on a sample basis, the accuracy and • 抽查作為輔助證據的輸入數據準確

relevance of the input data used as supporting 及關連與否。
evidence.
The significant inputs have been appropriately 重大輸入數據已於附註16妥善披露。

disclosed in note 16.
F-5
(iii) Impairment of properties under (iii) 發展中及持作出售物業減值

development and held for sale
The net carrying amount of the Group’s properties 貴集團於二零一九年十二月三十一日的發
under development and held for sale as at 31 展中及持作出售物業賬面淨值為
December 2019 was HK$86,983,568,000. Impairment 86,983,568,000港元。截至二零一九年
loss of HK$1,020,281,000 was recognised for the year 十二月三十一日止年度，減值虧損為
ended 31 December 2019. 1,020,281,000港元。
Estimations of net realisable value of the Group’s 貴集團發展中及持作出售物業的可變現淨

properties under development and held for sale are 值估計需依賴管理層作出若干重大判斷的
dependent on certain key assumptions that require 關鍵假設，包括當前項目進度、承包商施
significant management judgement, including current 工進度、估計竣工成本、擬定用途及管理
schedules of the projects, construction progress by 層對未來物業市場的估計。
contractors, estimated costs to completion, intended
use and management’s expectation on future
property market.

assumptions would result in change in net realisable 集團發展中及持作出售物業的可變現淨值
value of the Group’s properties under development 變動，亦須相應調整綜合損益表確認的減
and held for sale and the corresponding adjustments 值。因此，該等假設對財務表現有重大影
to the impairment recognised in the consolidated 響。
statement of profit or loss. As a result, the financial
performance can be greatly affected by the
assumptions.
Refer to note 24 to the consolidated financial 請參閱綜合財務報表附註24及第157頁之

statements and the accounting policies on pages 會計政策。
157.
Our procedures in relation to management’s 本行管理層評估發展中及持作出售物業之

assessments of the net realisable value of the 可變現淨值的程序包括：
properties under developments and held for sales
included:
• Assessing the valuation methodologies used; • 評估所用估值方法；
• Challenging the reasonableness of key • 基於本行對　貴集團業務及房地產

assumptions, specifically including future market 行業的了解檢驗關鍵假設合理與
value, estimated costs to completion, intended 否，具體包括未來市場價值、估計
use and current market environment, based on 完成成本、預期用途以及當前市場
our knowledge of the Group’s business and 環境；及
property industry; and
F-6
ANNUAL REPORT 2019

• Reconciling, on a sample basis, the input data • 抽樣校對作為輔助憑證的數據，例

used as supporting evidence, such as approved 如經核准項目預算及市場可比較物
budgets of the project and most recent 業的最近交易價格，並考慮其合理
transaction prices of comparable properties in 與否。
the market, and considering their
reasonableness.
We also assessed the recoverable amount of properties we 本行亦審閱房地產行業報告等現有獨立公開資

deemed at high risk of impairment by reviewing 料識別潛在減值觸發事件，評估本行認為減值
independent publicly available information, such as 風險較高物業的可收回金額。倘市場環境或估
property industry reports for potential impairment triggers. 計完成成本大幅變化，本行會向管理層核實有
Where the market environment or estimated costs to 否顯示發生減值。
completion changed significantly, we challenged
management as to whether this indicated impairment had
occurred.
OTHER INFORMATION IN THE 年報的其他資料

ANNUAL REPORT
The directors are responsible for the other information. 董事對其他資料負有責任。其他資料包括　貴
The other information comprises the information included 公司年報所載資料，但不包括綜合財務報表及
in the Company’s annual report, but does not include the 本行就此發出的核數師報告。
consolidated financial statements and our auditor’s report
thereon.
Our opinion on the consolidated financial statements does 本行對綜合財務報表的意見並不涵蓋其他資

not cover the other information and we do not express any 料，本行亦不對該等其他資料發表任何形式的
form of assurance conclusion thereon. 鑒證結論。
In connection with our audit of the consolidated financial 就審核綜合財務報表而言，本行的責任是細閱

statements, our responsibility is to read the other 其他資料，判斷有否與綜合財務報表或本行在
information and, in doing so, consider whether the other 審核過程中獲悉的資料存在重大不符，或疑似
information is materially inconsistent with the consolidated 存在重大失實陳述。倘若本行基於已完成的工
financial statements or our knowledge obtained in the 作認為其他資料有重大失實陳述，則須報告該
audit or otherwise appears to be materially misstated. If, 事實。本行就此並無任何事項須報告。
based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact. We have nothing to
report in this regard.
F-7
DIRECTORS’ RESPONSIBILITIES FOR 董事對綜合財務報表承擔的責任

THE CONSOLIDATED FINANCIAL
STATEMENTS
The directors are responsible for the preparation of the 董事須負責根據香港會計師公會頒佈之香港財
consolidated financial statements that give a true and fair 務報告準則及香港公司條例編製真實公允的綜
view in accordance with HKFRSs issued by the HKICPA and 合財務報表，並落實其認為編製綜合財務報表
the Hong Kong Companies Ordinance, and for such 所必要之內部監控，以使綜合財務報表不存在
internal control as the directors determine is necessary to 由於欺詐或錯誤而導致之重大失實陳述。
enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, the 編製綜合財務報表時，董事負責評估　貴集團

directors are responsible for assessing the Group’s ability 持續經營的能力，並披露與持續經營有關的事
to continue as a going concern, disclosing, as applicable, 項（如適用）。除非董事有意將　貴集團清盤或
matters related to going concern and using the going 令其停止營運，或除此之外並無其他實際可行
concern basis of accounting unless the directors either 的辦法，否則董事須採用以持續經營為基礎的
intend to liquidate the Group or to cease operations, or 會計法。
have no realistic alternative but to do so.
The directors are also responsible for overseeing the 董事亦負責監督　貴集團的財務報告流程。審
Group’s financial reporting process. The Audit Committee 核委員會則須協助董事履行該職責。
assists the directors in discharging their responsibility in
this regard.
AUDITOR’S RESPONSIBILITIES FOR THE 核數師審核綜合財務報表之責任

AUDIT OF THE CONSOLIDATED
FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about 本行的目標是合理確定綜合財務報表整體是否
whether the consolidated financial statements as a whole 不存在由於欺詐或錯誤而導致的重大失實陳
are free from material misstatement, whether due to fraud 述，並發出包含本行意見的核數師報告。本行
or error, and to issue an auditor’s report that includes our 按照香港公司條例第405條僅向整體股東報告，
opinion. This report is made solely to you, as a body, in 除此以外，本報告別無其他用途。本行不會就
accordance with Section 405 of the Hong Kong 本報告內容對任何其他人士負上或承擔任何責
Companies Ordinance, and for no other purpose. We do 任。
not assume responsibility towards or accept liability to any
other person for the contents of this report.
F-8
ANNUAL REPORT 2019

Reasonable assurance is a high level of assurance, but is 合理保證屬高層次的保證，但不能保證根據香

not a guarantee that an audit conducted in accordance 港審計準則進行的審核總能發現既有重大失實
with HKSAs will always detect a material misstatement 陳述。失實陳述可能源於欺詐或錯誤，倘個別
when it exists. Misstatements can arise from fraud or error 或整體在合理預期情況下會影響使用者根據綜
and are considered material if, individually or in the 合財務報表作出的經濟決定，則視為重大失實
aggregate, they could reasonably be expected to influence 陳述。
the economic decisions of users taken on the basis of
these consolidated financial statements.
As part of an audit in accordance with HKSAs, we exercise 本行根據香港審計準則進行審核的工作內容包

professional judgment and maintain professional skepticism 括運用專業判斷，在整個審核過程中保持專業
throughout the audit. We also: 懷疑態度。本行亦：
• identify and assess the risks of material misstatement • 識別及評估綜合財務報表因欺詐或錯誤所

of the consolidated financial statements, whether due 致重大失實陳述風險，因應該等風險設計
to fraud or error, design and perform audit 及執行審核程序，獲得充足及適當的審核
procedures responsive to those risks, and obtain 憑證為本行的意見提供基礎。欺詐可能涉
audit evidence that is sufficient and appropriate to 及合謀串通、偽造、故意遺漏、誤導性陳
provide a basis for our opinion. The risk of not 述或凌駕內部控制，未能發現由此所致重
detecting a material misstatement resulting from 大失實陳述的風險比未能發現錯誤所致重
fraud is higher than for one resulting from error, as 大失實陳述的風險更高。
fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.
• obtain an understanding of internal control relevant • 了解與審核有關的內部控制，以設計恰當

to the audit in order to design audit procedures that 的審核程序，但並非旨在對　貴集團內部
are appropriate in the circumstances, but not for the 控制有效與否發表意見。
purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
• evaluate the appropriateness of accounting policies • 評估所用會計政策是否恰當，以及董事的

used and the reasonableness of accounting estimates 會計估算和相關披露是否合理。
and related disclosures made by the directors.
F-9
• conclude on the appropriateness of the directors’ use • 總結董事採用以持續經營為基礎的會計法

of the going concern basis of accounting and, based 是否恰當，並根據已獲取的審核憑證，總
on the audit evidence obtained, whether a material 結有否嚴重挑戰　貴集團持續經營能力的
uncertainty exists related to events or conditions that 事件或情況等重大不確定因素。倘若本行
may cast significant doubt on the Group’s ability to 認為有重大不確定因素，則須在核數師報
continue as a going concern. If we conclude that a 告中提請注意綜合財務報表內相關資料披
material uncertainty exists, we are required to draw 露，而倘若相關披露不足，則須修訂本行
attention in our auditor’s report to the related 的意見。本行的結論基於截至核數師報告
disclosures in the consolidated financial statements 日期所獲得的審核憑證。然而，未來事件
or, if such disclosures are inadequate, to modify our 或情況可能導致　貴集團不再具有持續經
opinion. Our conclusions are based on the audit 營能力。
evidence obtained up to the date of our auditor’s
report. However, future events or conditions may
cause the Group to cease to continue as a going
concern.
• evaluate the overall presentation, structure and • 評估綜合財務報表的整體列報、架構和內

content of the consolidated financial statements, 容（包括披露資料），以及綜合財務報表有
including the disclosures, and whether the 否公平反映及列報相關交易及事項。
consolidated financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
• obtain sufficient appropriate audit evidence regarding • 就　貴集團旗下各實體或業務活動的財務

the financial information of the entities or business 資料獲得充足適當的審核憑證，以就綜合
activities within the Group to express an opinion on 財務報表發表意見。本行負責指導、監督
the consolidated financial statements. We are 及執行　貴集團的審核工作，且對所出具
responsible for the direction, supervision and 審核意見承擔全部責任。
performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the Audit Committee regarding, 本行與審核委員會交流審核工作的計劃範圍和

among other matters, the planned scope and timing of the 時間、審核過程中的主要發現（包括內部控制的
audit and significant audit findings, including any 重大缺失）及其他事項。
significant deficiencies in internal control that we identify
during our audit.
We also provide the Audit Committee with a statement 本行亦向審核委員會作出聲明，確認本行已遵

that we have complied with relevant ethical requirements 守有關獨立性的操守要求，並與審核委員會交
regarding independence, and to communicate with them 流所有合理認為可能影響核數師獨立性的關係
all relationships and other matters that may reasonably be 和其他事宜以及相關保障措施（如適用）。
thought to bear on our independence, and where
applicable, related safeguards.
F-10
ANNUAL REPORT 2019

From the matters communicated with the directors, we 本行與董事溝通後確定本期綜合財務報表審核

determine those matters that were of most significance in 工作的最重要事項，即關鍵審核事項。除非法
the audit of the consolidated financial statements of the 律或法規不容許公開披露此等事項或在極罕有
current period and are therefore the key audit matters. We 的情況下，本行認為披露此等事項可合理預期
describe these matters in our auditor’s report unless law or 的不良後果將超過公眾知悉此等事項的利益而
regulation precludes public disclosure about the matter or 不應在報告中予以披露，否則本行會在核數師
when, in extremely rare circumstances, we determine that 報告中描述此等事項。
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.
BDO Limited 香港立信德豪會計師事務所有限公司

Certified Public Accountants 執業會計師
Amy Yau Shuk Yuen 游淑婉
Practising Certificate No. P06095 執業證書編號P06095
Hong Kong 香港
26 March 2020 二零二零年三月二十六日
F-11
CONSOLIDATED STATEMENT OF PROFIT OR LOSS

綜合損益表
2019 2018
二零一九年二零一八年
Notes HK$’000 HK$’000
附註千港元千港元
Revenue 收入 8 39,943,978 23,233,644

Cost of sales 銷售成本 (26,409,985) (14,715,439)
Gross profit 毛利 13,533,993 8,518,205

(Decrease)/increase in fair value of 投資物業之公平值（減少）
investment properties ╱增加 16 (7,933) 278,932
Increase in fair value of 金融資產之公平值增加
financial assets 54,636 14,389
Other gains, net 其他收入淨額 9 155,592 349,184
Selling expenses 銷售開支 (1,196,022) (693,000)
Administrative expenses 行政開支 (1,921,418) (1,606,298)
Gain on step-up acquisition of 增購附屬公司之收益
subsidiaries 52 478,617 —
Impairment loss on properties under 發展中及持作出售物業之
development and held for sale 減值虧損 24 (1,020,281) (10,909)
Other operating expenses 其他營運開支 (391,540) (346,418)
Finance costs 融資成本 10 (1,473,608) (1,275,566)
Share of results of associates 分佔聯營公司業績 (20,630) (53,954)
Share of results of joint ventures 分佔合營企業業績 498,341 250,369
Profit before income tax expense 除所得稅開支前溢利 13 8,689,747 5,424,934

Income tax expense 所得稅開支 14 (4,901,118) (2,823,486)
Profit for the year 年內溢利 3,788,629 2,601,448
Attributable to: 下列應佔：
Owners of the Company 本公司擁有人 3,832,948 2,241,590
Non-controlling interests 非控股權益 (44,319) 359,858
3,788,629 2,601,448
Earnings per share 每股盈利

(expressed in HK cents) （以港仙列示） 15
— Basic — 基本 104.68 61.22
— Diluted — 攤薄 104.31 61.22
F-12
ANNUAL REPORT 2019
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

綜合全面收益表
2019 2018
HK$’000 HK$’000
千港元千港元
Other comprehensive income 其他全面收入

Items that may be reclassified subsequently 其後可能重新分類至
to profit or loss: 損益的項目：
Exchange differences arising on translation 海外業務之財務報表
of financial statements of foreign 換算產生之匯兌差額
operations (932,988) (908,196)
Items that will not be reclassified to 不會重新分類至損益的
profit or loss: 項目：
Surplus arising on revaluation of 物業重估盈餘
properties 130,368 547,454
Other comprehensive income 所得稅前之其他全面收入

before income tax effect (802,620) (360,742)
Deferred tax liability arising on 物業重估產生之遞延稅項
revaluation of properties 負債 (32,592) (136,863)
Other comprehensive income 年內其他全面收入，

for the year, net of tax 扣除稅項影響 (835,212) (497,605)
Total comprehensive income 年內全面收入總額

for the year 2,953,417 2,103,843
Non-controlling interests 非控股權益 (135,564) 272,285
2,953,417 2,103,843
F-13
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

綜合財務狀況表
As at 31 December 2019
於二零一九年十二月三十一日
2019 2018
Non-current assets 非流動資產

Investment properties 投資物業 16 12,115,132 12,571,809
Property, plant and equipment 物業、廠房及設備 17 3,755,234 3,878,612
Right-of-use assets 使用權資產 18 365,040 —
Prepaid lease payments 預付租賃款項
— non-current portion — 非流動部分 19 — 372,363
Interests in associates 於聯營公司之權益 20 291,900 264,576
Interests in joint ventures 於合營企業之權益 21 7,429,659 7,773,395
Financial assets at fair value through 按公平值計入損益之
profit or loss 金融資產 22 544,624 426,941
Loan receivables 應收貸款 28(a) 195,666 216,021
Deposits paid for acquisition of 收購土地使用權
land use rights 已付按金 23 2,948,333 1,921,839
Deferred tax assets 遞延稅項資產 41 285,286 327,848
Total non-current assets 非流動資產總額 27,930,874 27,753,404
Current assets 流動資產

Properties under development 發展中物業 24 65,667,447 52,885,536
Properties held for sale 持作出售物業 24 21,316,121 28,197,992
Other inventories 其他存貨 25 81,391 46,478
Contract costs 合約成本 26 390,816 465,069
Trade and other receivables 應收貿易及其他賬款 27 5,741,095 5,151,482
— current portion — 流動部分 19 — 11,995
Amounts due from associates 應收聯營公司款項 20 2,516,118 1,228,259
Amounts due from joint ventures 應收合營企業款項 21 5,080,256 3,015,072
Amounts due from non-controlling 應收附屬公司非控股
shareholders of subsidiaries 股東款項 32 605,146 862,587
Taxation recoverable 可收回稅項 2,040,047 1,691,067
Pledged bank deposits 已抵押銀行存款 33(a) 433,580 4,201,597
Bank balances, deposits and cash 銀行結存、存款及現金 33(a) 27,480,746 23,152,884
Total current assets 流動資產總額 131,352,763 120,910,018
F-14
ANNUAL REPORT 2019

As at 31 December 2019
於二零一九年十二月三十一日
2019 2018
Current liabilities 流動負債

Trade and other payables 應付貿易及其他賬款 34 20,583,403 19,694,131
Contract liabilities 合約負債 37 27,185,777 31,110,373
Property rental deposits 物業租金按金 130,162 122,336
Amount due to an associate 應付一間聯營公司款項 20 81,722 —
Amounts due to joint ventures 應付合營企業款項 21 1,688,741 3,518,574
Amount due to the ultimate holding 應付最終控股公司款項
company 29 20,925 52,571
Amount due to an intermediate 應付一間中間控股公司
holding company 款項 30 3,102 3,209
Amounts due to fellow subsidiaries 應付同系附屬公司款項 31 539 1,377
Amounts due to non-controlling 應付附屬公司非控股股
shareholders of subsidiaries 東款項 32 2,491,584 2,395,404
Taxation payable 應付稅項 5,243,142 2,282,487
Bank and other borrowings 銀行及其他借貸
— due within one year — 一年內到期 35 15,349,243 13,840,294
Total current liabilities 流動負債總額 72,778,340 73,020,756
Net current assets 流動資產淨值 58,574,423 47,889,262
Total assets less current liabilities 總資產減流動負債 86,505,297 75,642,666
F-15
2019 2018
Capital and reserves attributable to 本公司擁有人應佔資本及

owners of the Company 儲備
Share capital 股本 38 17,685,677 17,685,677
Reserves 儲備 14,866,483 12,203,418
Equity attributable to owners of 本公司擁有人應佔股權

the Company 32,552,160 29,889,095
Non-controlling interests 非控股權益 2,364,979 2,670,318
Total equity 股權總額 34,917,139 32,559,413
Non-current liabilities 非流動負債

— due after one year — 一年後到期 35 44,190,170 36,460,925
Notes payable 應付票據 36 4,677,778 4,704,598
Lease liabilities 租賃負債 18 1,579 —
Loan from a fellow subsidiary 一間同系附屬公司貸款 40 200,000 206,897
Deferred tax liabilities 遞延稅項負債 41 2,518,631 1,710,833
Total non-current liabilities 非流動負債總額 51,588,158 43,083,253
86,505,297 75,642,666
Approved and authorised for issue by the Board of 於二零二零年三月二十六日經由董事會批准及

Directors on 26 March 2020. 授權刊發。
ZHANG BINGNAN WANG JIAN

張炳南王健
Chairman Managing Director
主席董事總經理
F-16
120
Attributable to owners of the Company
本公司擁有人應佔
Hotel properties
Share option revaluation Translation PRC statutory Other capital Asset revaluation Other Reserve Accumulated Non-controlling
Share capital reserve (iv) reserve reserve reserves (i) reserve (ii) reserve (iii) profits Total interests Total
股本購股權儲備(iv) 酒店物業重估儲備匯兌換算儲備中國法定儲備(i) 其他資本儲備(ii) 資產重估儲備其他儲備(iii) 累計溢利合計非控股權益合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
千港元千港元千港元千港元千港元千港元千港元千港元千港元千港元千港元千港元
Balance at 1 January 2018 於二零一八年一月一日的結餘 17,685,677 — 127,885 691,467 1,393,345 306,899 22,054 (216,081) 8,620,614 28,631,860 2,536,699 31,168,559
Total comprehensive income for the year 年內全面收入總額 — — 402,175 (812,207) — — — — 2,241,590 1,831,558 272,285 2,103,843
Transfer 轉撥 — — — — 254,555 — — — (254,555) — — —
ANNUAL REPORT 2019
Dividend approved in respect of the previous year 過往年度之獲批准股息 — — — — — — — — (494,308) (494,308) — (494,308)
Dividends paid to non-controlling shareholders of 已付一間附屬公司非控股股東的股息
a subsidiary — — — — — — — — — — (79,429) (79,429)
Capital contribution by non-controlling 非控股股東出資

綜合權益變動表
shareholders — — — — — — — — — — 31,207 31,207

De- registration of subsidiary 一間附屬公司註銷登記 — — — — — — — — — — (5,386) (5,386)
Acquisition of additional interests in subsidiaries 增購附屬公司額外權益 — — — — — — — (80,015) — (80,015) (85,055) (165,070)
Partial disposal of interest in a subsidiary without 出售一間附屬公司部分權益
而無失去控制權
POLY PROPERTY GROUP CO. , LIMITED
loss of control — — — — — — — — — — (3) (3)

Release upon dissolution of subsidiaries 解散附屬公司時撥回 — — — — (19,821) (6,059) — — 25,880 — — —
Balance at 31 December 2018 於二零一八年十二月三十一日的結餘 17,685,677 — 530,060 (120,740) 1,628,079 300,840 22,054 (296,096) 10,139,221 29,889,095 2,670,318 32,559,413
Total comprehensive income for the year 年內全面收入總額 — — 88,979 (832,946) — — — — 3,832,948 3,088,981 (135,564) 2,953,417
Transfer 轉撥 — — — — 311,025 — — — (311,025) — — —
Recognition of equity-settled share-based payment 確認以權益結算以股份支付的開支
expense — 24,453 — — — — — — — 24,453 — 24,453
Dividend approved in respect of the previous year 過往年度之獲批准股息 — — — — — — — — (450,369) (450,369) — (450,369)
Dividends paid to non-controlling shareholders of 已付附屬公司非控股股東的股息
subsidiaries — — — — — — — — — — (315,527) (315,527)
Capital contribution by non-controlling 非控股股東出資
shareholders — — — — — — — — — — 5,000 5,000
Acquisition of subsidiaries 收購附屬公司 — — — — — — — — — — 277,358 277,358
F-17
Release upon dissolution of a subsidiary 解散一間附屬公司時撥回 — — — — (55,680) (125,069) — — 180,749 — (136,606) (136,606)
Balance at 31 December 2019 於二零一九年十二月三十一日的結餘 17,685,677 24,453 619,039 (953,686) 1,883,424 175,771 22,054 (296,096) 13,391,524 32,552,160 2,364,979 34,917,139
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Notes: 附註：
(i) Statutory reserves are reserves required by the relevant laws in the (i) 法定儲備乃中華人民共和國（「中國」）相關法例所規定
People’s Republic of China (the “PRC”) and are applicable to the 且適用於本集團之中國附屬公司的儲備。
Group’s PRC subsidiaries.
(ii) Included in other capital reserve at 31 December 2019 is deemed (ii) 於二零一九年十二月三十一日，其他資本儲備包括視
capital contribution arising on acquisition of subsidiaries of 作收購附屬公司所產生出資之113,093,000港元（二零
HK$113,093,000 (2018: HK$238,162,000) and deemed capital 一八年：238,162,000港元）及由一間同系附屬公司提
contribution arising from interest-free loans provided by a fellow 供視作不計息貸款所產生之出資之62,678,000港元（二
subsidiary of HK$62,678,000 (2018: HK$62,678,000). 零一八年：62,678,000港元）。
(iii) Other reserve represents the difference between the fair value of (iii) 其他儲備指已付及應付代價公平值與在不失去控制權
consideration paid and payable and the carrying amount of net 之情況下從非控股權益購入或出售之附屬公司擁有權
assets attributable to the changes in ownership in the subsidiaries 變動應佔之淨資產賬面值兩者之間的差額。
being acquired or disposed from non-controlling interests without
change of control.
(iv) The share options reserve represents the cumulative expenses (iv) 購股權儲備即期間所授出購股權的累計開支確認金
recognised on the granting of share option during the period. 額。
F-18
ANNUAL REPORT 2019
CONSOLIDATED STATEMENT OF CASH FLOWS

綜合現金流量表
2019 2018
Cash flows from operating activities 來自經營活動的現金流量
Profit before income tax expense 除所得稅開支前溢利 8,689,747 5,424,934
Adjustments for: 就以下項目作出調整：

Bank interest income 銀行利息收入 9 (227,455) (152,126)
Interest income from loans to joint ventures 貸款予合營企業帶來之
利息收入 9 (54,093) (119,413)
Interest income from loans to associates 貸款予聯營公司帶來之利息
收入 9 (41,554) (69,095)
Interest income from non-controlling 貸款予非控股權益帶來之
interests 利息收入 (9,153) (19,513)
Dividend income from investments in 證券投資股息收入
securities 9 (9,931) (7,665)
Amortisation of prepaid lease payments 攤銷預付租賃款項 — 10,764
Depreciation of right-of-use assets 使用權資產折舊 18 16,923 —
Depreciation of property, plant and 物業、廠房及設備折舊
equipment 17 170,557 138,205
Equity-settled share-based payment 以權益結算以股份支付的
expenses 開支 24,453 —
Finance costs 融資成本 10 1,473,608 1,275,566
Reversal of impairment loss on trade and 應收貿易及其他賬款之
other receivables 減值虧損撥回 (86,441) —
development and held for sale 減值虧損 24 1,020,281 10,909
Impairment loss on trade and other 應收貿易及其他賬款之
receivables 減值虧損 56,115 3,105
Decrease/(increase) in fair value of 投資物業之公平值減少╱
investment properties （增加） 16 7,933 (278,932)
Increase in fair value of financial assets at 按公平值計入損益之
fair value through profit or loss 金融資產之公平值增加 (54,636) (14,389)
Gain on disposal of investment properties 出售投資物業之收益 (5,265) (3,822)
Loss on disposal of property, plant and 出售物業、廠房及設備之
equipment 虧損 3,547 15,667
Gain on step-up acquisition of subsidiaries 增購附屬公司之收益 52 (478,617) —
Share of results of associates 分佔聯營公司業績 20,630 53,954
Share of results of joint ventures 分佔合營企業業績 (498,341) (250,369)
Amortisation of incremental commission 攤銷增加佣金 570,521 —
Increase in capitalisation of incremental 根據香港財務報告準則
commission according to HKFRS 15 第15號增加佣金之
資本化增加 (392,112) (153,302)
Operating profit before working capital 營運資金變動前經營溢利

changes 10,196,717 5,864,478
F-19
2019 2018
Increase in deposits paid for acquisition of 收購土地使用權的已付按金

land use rights 增加 23 (1,090,555) (334,621)
Decrease/(increase) in properties under 發展中及持作出售物業減少╱
development and held for sale （增加） 2,647,955 (8,661,677)
(Increase)/decrease in other inventories 其他存貨（增加）╱減少 (36,462) 5,715
Increase in trade and other receivables 應收貿易及其他賬款增加 (97,287) (561,778)
(Decrease)/increase in trade and other 應付貿易及其他賬款
payables （減少）╱增加 (933,180) 3,781,850
(Decrease)/increase in contract liabilities 合約負債（減少）╱增加 (9,126,546) 5,947,209
Increase in property rental deposits 物業租賃按金增加 11,636 279
Cash generated from operations 經營所得現金 1,572,278 6,041,455

PRC income taxes paid 已付中國所得稅 (2,440,949) (2,606,353)
Interest paid 已付利息 (3,821,583) (3,059,816)
Net cash (used in)/generated from 經營活動（所用）╱所得

operating activities 現金淨額 (4,690,254) 375,286
Cash flows from investing activities 來自投資活動的現金流量

Purchase of property, plant and equipment 購買物業、廠房及設備 17 (41,354) (123,484)
Investments in joint ventures 於合營企業之投資 (5,154) (22,989)
Disposal of joint ventures 出售合營企業 — 5,892
Acquisition of joint ventures 收購合營企業 — (10,690)
Acquisition of subsidiaries, net of cash 收購附屬公司，扣除已收購
acquired 現金 52 1,027,284 (3,749,739)
Acquisition of additional interests in a 增購附屬公司權益
subsidiary — (165,070)
Acquisition of associates 收購聯營公司 20 (56,453) (30,037)
Acquisition of financial assets at fair value 收購按公平值計入損益之
through profit or loss 金融資產 (77,777) —
Net cash outflows arising on de-registration of 一間附屬公司註銷登記所產生
a subsidiary 之現金流出淨額 — (5,386)
Net cash outflows arising on dissolution of 解散附屬公司所產生之
subsidiaries 現金流出淨額 (136,606) —
Partial disposal of interest in a subsidiary 出售一間附屬公司部分權益而
without loss of control 無失去控制權 — (3)
Decrease/(increase) in loan receivables 應收貸款減少╱（增加） 20,355 (103,438)
Decrease/(increase) in pledged bank deposits 已抵押銀行存款
減少╱（增加） 3,768,017 (3,872,360)
Bank interest income received 已收銀行利息收入 9 227,455 152,126
Interest income received from loans to joint 貸款予合營企業
ventures 帶來之已收利息收入 9 54,093 119,413
Interest income received from loans to 貸款予聯營公司帶來之
associates 已收利息收入 9 41,554 69,095
Interest income received from loans to 貸款予附屬公司非控股股東
non-controlling shareholders of subsidiaries 帶來之已收利息收入 9,153 19,513
Dividend income received from investments in 已收證券投資股息收入
securities 9 9,931 7,665
Dividend income received from a joint venture 已收一間合營企業股息收入 468 31,414
(Advance to)/repayments from joint ventures （墊款予合營企業）╱
合營企業還款 (2,157,422) 1,031,689
Repayments from non-controlling shareholders 附屬公司非控股股東還款
of subsidiaries 228,688 44,613
Advance to associates 墊款予聯營公司 (1,328,751) (496,959)
Proceeds from disposal of investment 出售投資物業所得款項
properties 34,743 15,321
Deposits refunded for acquisition of 退還收購附屬公司之按金
subsidiaries — 238,095
Net cash generated from/(used in) investing 投資活動所得╱（所用）

activities 現金淨額 1,618,224 (6,845,319)
F-20
ANNUAL REPORT 2019

2019 2018
Cash flows from financing activities 來自融資活動的現金流量

Borrowings raised 新增借貸 30,181,963 27,806,144
Notes payable raised 新增應付票據 — 4,704,598
Repayments of borrowings 借貸還款 (22,543,588) (19,141,926)
Capital contribution by non-controlling 附屬公司非控股
shareholders of subsidiaries 股東出資 5,000 31,207
Repayments to fellow subsidiaries 還款予同系附屬公司 (792) (566,221)
Advances from/(repayments to) non-controlling 附屬公司非控股股東墊款╱（還
shareholders of subsidiaries 款予附屬公司非控股股東） 114,898 (94,192)
Payments of lease liabilities 租賃負債付款 (4,956) —
Repayments of notes payable 償還應付票據 — (3,900,000)
Repayment to ultimate holding company 還款予最終控股公司 (29,894) (344,828)
Repayments to an intermediate holding 還款予一間中間控股
company 公司 — (17,100)
Advances from joint ventures 合營企業墊款 1,062,271 1,338,161
Advance from an associate 一間聯營公司墊款 81,722 —
Dividends paid to owners of the Company 已付本公司擁有人的股息 49 (450,369) (494,308)
Dividends paid to non-controlling shareholders 已付附屬公司非控股股東的
of subsidiaries 股息 (315,527) (79,429)
Net cash generated from financing 融資活動所得現金淨額

activities 8,100,728 9,242,106
Net increase in cash and cash equivalents 現金及等同現金增加淨額 5,028,698 2,772,073
Cash and cash equivalents at beginning of 年初之現金及等同現金

the year 23,152,884 20,921,650
Effect of exchange rate changes on cash 匯率變動對現金及等同

and cash equivalents 現金之影響 (700,836) (540,839)
Cash and cash equivalents at end of the 年終之現金及等同現金

year 27,480,746 23,152,884
Represented by bank balances, deposits and 指銀行結存、存款及現金

cash 27,480,746 23,152,884
F-21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

綜合財務報表附註
1. GENERAL 1. 一般資料
Poly Property Group Co., Limited (“the Company”) is 保利置業集團有限公司（「本公司」）乃在香

a public limited company incorporated in Hong Kong 港註冊成立之公眾有限公司，其股份在香
and its shares are listed on The Stock Exchange of 港聯合交易所有限公司（「聯交所」）上市。
Hong Kong Limited (the “Stock Exchange”). The 本公司註冊辨事處地址及主要營業地點披
addresses of the registered office and principal place 露於本年報「公司資料」一節。
of business of the Company are disclosed in the
“Corporate Information” section of the annual
report.
The Company is an investment holding company. Its 本公司為投資控股公司，其附屬公司（統

subsidiaries (together “the Group”) are engaged in 稱「本集團」）從事物業發展、物業投資及
property development, property investment and 管理、酒店營運及其相關服務、製造和銷
management, hotel operations and its related 售數碼光碟及其他項目。主要業務及其他
services, manufacturing and sales of digital discs and 主要附屬公司載於附註50。
others. The principal activities and other principal
subsidiaries are set out in note 50.
The directors consider the Company’s immediate 董事認為本公司之直接控股公司為保利

holding company is Poly (Hong Kong) Holdings （香港）控股有限公司（「保利控股」），該公
Limited (“Poly Holdings”), a company incorporated in 司為一間在香港註冊成立之公司。最終控
Hong Kong. The ultimate holding company is China 股公司為中國保利集團有限公司（「中國保
Poly Group Corporation Limited (“China Poly”), a 利」），該公司為一間於中華人民共和國
state-owned enterprise established in the People’s （「中國」）成立之國有企業。除本集團之成
Republic of China (the “PRC”). China Poly and its 員公司外，中國保利及其聯號公司在以下
affiliated companies, other than members of the 統稱為中國保利集團。
Group, are hereinafter collectively referred to as
China Poly Group.
F-22
ANNUAL REPORT 2019

2. ADOPTION OF HONG KONG 2. 採納香港財務報告準則（「香

FINANCIAL REPORTING 港財務報告準則」）
STANDARDS (“HKFRSs”)
(a) Adoption of new/revised HKFRSs — (a) 採納2019年1月1日起生效

effective 1 January 2019 的新訂╱經修訂香港財務
報告準則
The HKICPA has issued a number of new or 香港會計師公會已頒佈若干於本集
amended HKFRSs that are first effective for the 團當前會計期間首次生效的新訂或
current accounting period of the Group: 經修訂香港財務報告準則︰
HKFRS 16 Leases 香港財務報告準則租賃

第16號
HK(IFRIC)-Int 23 Uncertainty over Income Tax 香港（國際財務報告所得稅處理的不確定性
Treatments 詮釋委員會）
— 詮釋第23號
Amendments to HKFRS 9 Prepayment Features and Negative 香港財務報告準則附帶負補償的預付款項
Compensation 第9號（修訂本）
Amendments to HKAS 19 Plan Amendment, Curtailment or 香港會計準則計劃修訂、削減或結算
Settlement 第19號（修訂本）
Amendments to HKAS 28 Long-term Interests in Associates 香港會計準則於聯營公司及合營企業之長期
and Joint Ventures 第28號（修訂本）權益
Annual Improvements to Amendments to HKFRS 3, 二零一五年至香港財務報告準則第3號、
HKFRSs 2015–2017 Cycle HKFRS 11, HKAS 12 and 二零一七年週期香港財務報告準則
HKAS 23 的香港財務報告第11號、香港會計準則
準則年度改進第12號及香港會計準則
第23號（修訂本）
The impact of the adoption of HKFRS 16 採納香港財務報告準則第16號租賃

Leases have been summarised in note 2(c). The 的影響概述於附註2(c) 。其他於二零
other new or amended HKFRSs that are 一九年一月一日生效的新訂或經修
effective from 1 January 2019 did not have any 訂香港財務報告準則對本集團的會
significant impact on the Group’s accounting 計政策並無任何重大影響。
policies.
F-23

（續）
STANDARDS (“HKFRSs”) (Continued)
(b) New/revised HKFRSs that have been (b) 已頒佈但尚未生效的新訂

issued but are not yet effective ╱經修訂香港財務報告準
則
The following new/revised HKFRSs, potentially 下列已頒佈但尚未生效的新訂╱經
relevant to the Group’s financial statements, 修訂香港財務報告準則可能與本集
have been issued, but are not yet effective and 團的財務報表有關，而本集團並無
have not been early adopted by the Group. The 提早採納。本集團目前擬於生效日
Group’s current intention is to apply these 期應用該等變動。
changes on the date they become effective.
Amendments to HKFRS 3 Definition of a business1 香港財務報告準則第3號業務的定義1

（修訂本）
Amendments to HKAS 1 Definition of material1 香港會計準則第1號及重大性的定義1
and HKAS 8 香港會計準則第8號
（修訂本）
香港財務報告準則第9號、利率基準改革1
Amendments to HKFRS 9, Interest Rate Benchmark
香港會計準則第39號
HKAS 39 and HKFRS 7 Reform1
及香港財務報告準則
第7號（修訂本）
HKFRS 17 Insurance Contracts2
香港財務報告準則第17號保險合約2
Amendments to HKFRS 10 Sale or Contribution of Assets
香港財務報告準則第10號投資者與其聯營
and HKAS 28 between an Investor and its
及香港會計準則第28號公司或合營企
Associate or Joint Venture3
（修訂本）業之間的資產
出售或投入3
1
Effective for annual periods beginning on or after 1 1
於二零二零年一月一日或其後開始之
January 2020 年度期間生效
2
Effective for annual periods beginning on or after 1 2
於二零二一年一月一日或其後開始之
January 2021 年度期間生效
3
The amendments were originally intended to be 3
該等修訂原定計劃於二零一八年一月
effective for periods beginning on or after 1 January 一日或其後開始之期間生效。生效日期
2018. The effective date has now been deferred/ 現已延遲╱删除。有關修訂繼續獲允許
removed. Early application of the amendments 提前應用。
continue to be permitted.
F-24
ANNUAL REPORT 2019


（續）

(Continued) 則（續）
Amendments to HKFRS 3 — 香港財務報告準則第3號
Definition of a business （修訂本）— 業務的定義
The amendments clarify that a business must 該修訂指明一項業務必須至少包含
include, as a minimum, an input and a 有輸入，然後經過相當程序已促成
substantive process that together significantly 輸出，亦提供充分指引說明「相當程
contribute to the ability to create outputs, 序」的含義。
together with providing extensive guidance on
what is meant by a “substantive process”.
Additionally, the amendments remove the 此外，有關修訂免除了衡量市場參

assessment of whether market participants are 與者能否更換所欠缺的輸入或程序
capable of replacing any missing inputs or 而仍然有輸出，同時將「輸出」和「業
processes and continuing to produce outputs, 務」的定義收窄，著重於出售產品和
whilst narrowing the definition of “outputs” and 向客戶提供服務收取回報而非著眼
a “business” to focus on returns from selling 於節約成本。另外加上一個選項的
goods and services to customers, rather than on 集中程度測試，可以簡易衡量所購
cost reductions. An optional concentration test 入的一整套活動及資產是否屬於業
has also been added that permits a simplified 務。
assessment of whether an acquired set of
activities and assets is not a business.
Amendments to HKAS 1 and HKAS 香港會計準則第1號及香港

8 — Definition of material 會計準則第8號（修訂本）
— 重大性的定義
The amendments clarify the definition and 該修訂澄清「重大性」的定義及說
explanation of “material”, aligning the definition 明，統一該詞在所有香港財務報告
across all HKFRS Standards and the Conceptual 準則和概念框架的定義，並加入香
Framework, and incorporating supporting 港會計準則第1號的相關規定。
requirements in HKAS 1 into the definition.
F-25

（續）

Amendments to HKFRS 9, HKAS 39 香港財務報告準則第9號、
and HKFRS 7 — Interest Rate 香港會計準則第39號及香
Benchmark Reform 港財務報告準則第7號（修
訂本）— 利率基準改革
The amendments modify some specific hedge 該修訂更改若干對沖會計的規定，
accounting requirements to provide relief from 以減輕利率基準改革不確定性的可
potential effects of the uncertainties caused by 能影響。此外，該修訂規定公司須
interest rate benchmark reform. In addition, the 向投資者提供更多有關直接受不確
amendments require companies to provide 定性影響的對沖關係的資料。
additional information to investors about their
hedging relationships which are directly affected
by these uncertainties.
HKFRS 17 — Insurance Contracts 香港財務報告準則第17號

— 保險合約
HKFRS 17 will replace HKFRS 4 as a single 香港財務報告準則第17號將取代香
principle-based standard for the recognition, 港財務報告準則第4號，成為單一原
measurement, presentation and disclosure of 則標準，用以在發行人的財務報表
insurance contracts in the financial statements 確認、計量、呈列及披露保險合約。
of the issuers of those contracts.
F-26
ANNUAL REPORT 2019


（續）

Amendments to HKFRS 10 and 香港財務報告準則第10號
HKAS 28 — Sale or Contribution of 及香港會計準則第28號（修
Assets between an Investor and its 訂本）— 投資者與其聯營
Associate or Joint Venture 公司或合營企業之間的資
產出售或注資
The amendments clarify the extent of gains or 該等修訂澄清實體向其聯營公司或
losses to be recognised when an entity sells or 合營企業出售或注入資產時，將予
contributes assets to its associate or joint 確認之收益或虧損程度。當交易涉
venture. When the transaction involves a 及一項業務，則須確認全數收益或
business the gain or loss is recognised in full, 虧損。反之，當交易涉及不構成一
conversely when the transaction involves assets 項業務之資產，則僅須就不相關投
that do not constitute a business the gain or 資者於合營企業或聯營公司之權益
loss is recognised only to the extent of the 確認收益或虧損。
unrelated investors’ interests in the joint
venture or associate.
The Group has already commenced an 本集團已開始就採納以上準則及對

assessment of the impact of adopting the 現行準則之修訂對本集團所產生之
above standards and amendments to existing 影響進行評估。本集團尚未能確定
standards to the Group. The Group is not yet in 該等新規定會否對本集團之會計政
a position to state whether these new 策及財務報表帶來重大影響。
pronouncements will result in substantial
changes to the Group’s accounting policies and
financial statements.
F-27

（續）
(c) Changes in accounting policies (c) 會計政策變動

This note explains the impact of the adoption 本附註解釋採納香港財務報告準則
of HKFRS 16 Leases on the Group’s financial 第16號租賃對本集團財務報表之影
statements and discloses the new accounting 響，並披露下文附註2(c)(i)至(v)所載
policies that have been applied from 1 January 自二零一九年一月一日起應用的新
2019 in note 2(c)(i) to (v) below. 會計政策。
(i) Impact of adoption (i) 採納的影響

HKFRS 16 brings significant changes in 香港財務報告準則第16號對租
accounting treatment for lease accounting, 賃會計的會計處理作出重大更
primarily for accounting for lessees. It 改，主要是承租人的會計處理
replaces HKAS 17 Leases (“HKAS 17”), 方面。其取代香港會計準則第
HK(IFRIC)-Int 4 Determining whether an 17號租賃（「香港會計準則第17
Arrangement contains a Lease, HK(SIC)-Int 號」）、香港（國際財務報告詮
15 Operating Leases-Incentives and 釋委員會） — 詮釋第4號釐定
HK(SIC)-Int 27 Evaluating the Substance of 安排是否包括租賃、香港（準
Transactions Involving the Legal Form of a 則詮釋委員會）— 詮釋第15號
Lease. From a lessee’s perspective, almost 營運租賃 — 優惠及香港（準
all leases are recognised in the statement 則詮釋委員會）— 詮釋第27號
of financial position as right-of-use assets 評估涉及租賃法律形式交易之
and lease liabilities, with the narrow 內容。從承租人角度來看，絕
exception to this principle for leases which 大部分租賃於財務狀況表確認
the underlying assets are of low-value or 為使用權資產及租賃負債，此
are determined as short-term leases. From 原則之少數例外為相關資產價
a lessor’s perspective, the accounting 值較低或被釐定為短期租賃的
treatment is substantially unchanged from 租賃。從出租人角度來看，會
HKAS 17. For details of HKFRS 16 計處理大致與香港會計準則第
regarding its new definition of a lease, its 17號一致。有關香港財務報告
impact on the Group’s accounting policies 準則第16號關於租賃的新定
and the transition method adopted by the 義、對本集團會計政策的影響
Group as allowed under HKFRS 16, please 及香港財務報告準則第16號所
refer to section (ii) to (v) of this note. 允許本集團採用的過渡方法的
詳情，請參閱本附註(ii)至(v)
段。
F-28
ANNUAL REPORT 2019


（續）
(c) Changes in accounting policies (c) 會計政策變動（續）

(Continued)
(i) Impact of adoption (Continued) (i) 採納的影響（續）
The Group has applied HKFRS 16 using 本集團採用累計影響法應用香
the cumulative effect approach, under 港財務報告準則第16號，據此
which the cumulative effect of initial 於二零一九年一月一日的期初
application is recognised in the opening 結存確認首次應用的累積影
balance at 1 January 2019. As permitted 響。按香港財務報告準則第16
by the transitional provision of HKFRS 16, 號所允許的過渡條文，二零
comparatives for 2018 were not restated. 一八年的比較數字未有重列。
The Group has used the following 本集團已採用該準則所容許的
practical expedients permitted by the 以下可行權宜處理方法：
standard:
• the use of a single discount rate to a • 對同一地區擁有大致相

portfolio of leases with reasonably 似特點的租賃組合劃一
similar characteristics in the same 採用相同的貼現率；
region;
• the accounting for operating leases • 將於二零一九年一月一

with a remaining lease term of less 日餘下租期少於12個月
than 12 months as at 1 January 的營運租賃作短期租賃
2019 as short-term leases; 處理；
• the exclusion of initial direct costs for • 計量於首次應用日期的

the measurement of the right-of-use 使用權資產時，剔除初
asset at the date of initial 始直接成本；及
application; and
• the use of hindsight in determining • 倘合約包含繼續或終止

the lease term where the contract 租賃的選擇權，使用事
contains options to extend or 後方式釐定租期。
terminate the lease.
At initial application, the opening balances 於首次應用時，經考慮二零

of lease liabilities and the corresponding 一九年一月一日的貼現影響，
right-of-use assets are adjusted to 租賃負債的期初結存及相應使
HK$10,436,000 and HK$394,794,000, 用權資產分別調整為10,436,000
respectively, after taking into account the 港元及394,794,000港元。
effects of discounting as at 1 January
2019.
F-29

（續）

(Continued)
The following table summarised the 下表概述過渡至香港財務報告
impact of transition to HKFRS 16 on 準則第16號對截至二零一八年
statement of financial position as of 31 十二月三十一日至二零一九年
December 2018 to that of 1 January 2019 一月一日的財務狀況表的影響
as follows (increase/(decrease)): （增加 ╱（減少））︰
Consolidated statement of 二零一九年一月一日的 HK$’000

financial position as at 1 January 2019 綜合財務狀況表千港元
Right-of-use assets presented in prepaid 預付土地租賃的使用權資產

land leases 384,358
Right-of-use assets presented in property, 物業、廠房及設備的使用權
plant and equipment 資產 10,436
Prepaid lease payments (non-current) 預付租賃款項（非流動） (372,363)
Prepaid lease payments (current) 預付租賃款項（流動） (11,995)
Trade and other payables (current) 應付貿易及其他賬款（流動） 4,613
Lease liabilities (non-current) 租賃負債（非流動） 5,823
F-30
ANNUAL REPORT 2019


（續）

(Continued)
The following table shows the 下表顯示於二零一八年十二月
reconciliation from operating lease 三十一日按香港會計準則第17
commitments disclosed under HKAS 17 號租賃所披露之營運租賃承
Leases as at 31 December 2018 to lease 擔，與於二零一九年一月一日
liabilities upon adoption of HKFRS 16 採納香港財務報告準則第16號
recognised in the statement of financial 後於財務狀況表確認的租賃負
position as at 1 January 2019. 債兩者之對賬。
HKFRS 16
香港財務報告
準則第16號
HK$’000
千港元
Operating lease commitments 於二零一八年十二月三十一日

disclosed under HKAS 17 as at 按香港會計準則第17號
31 December 2018 所披露之營運租賃承擔 36,726
Discounted using the leases incremental 使用二零一九年一月一日的
borrowing rate at 1 January 2019 租賃增量借款利率貼現
(varied from different regions, ranging （不同地區介乎4.02%至
from 4.02% to 5.59%) 5.59% ） (591)
Less: short-term and low value leases are 減：按直線法確認為支出的
recognised on a straight-line basis 短期及低價值租賃
as expenses (25,699)
Lease liabilities recognised as at 於二零一九年一月一日

1 January 2019 確認之租賃負債 10,436
Current lease liabilities 流動租賃負債 4,613

Non-current lease liabilities 非流動租賃負債 5,823
10,436
F-31

（續）

(Continued)
(ii) The new definition of a lease (ii) 租賃的新定義
Under HKFRS 16, a lease is defined as a 根據香港財務報告準則第16
contract, or part of a contract, that 號，租賃被定義為以代價獲得
conveys the right to use an asset (the 資產（相關資產）於一段時間內
underlying asset) for a period of time in 的使用權的一項合約或合約的
exchange for consideration. A contract 一部分。當客戶於整個使用期
conveys the right to control the use of an 間同時：(a)有權獲取使用已識
identified asset for a period of time when 別資產帶來的絕大部分經濟利
the customer, throughout the period of 益及(b)有權指示已識別資產的
use, has both: (a) the right to obtain 用途時，合約附帶權利可於一
substantially all of the economic benefits 段時間內控制已識別資產的用
from use of the identified asset and (b) 途。
the right to direct the use of the
identified asset.
For a contract that contains a lease 就含有租賃成分以及一項或多

component and one or more additional 項額外租賃或非租賃成分的合
lease or non-lease components, a lessee 約而言，承租人須將合約代價
shall allocate the consideration in the 分配至各租賃成分，基準是租
contract to each lease component on the 賃成分的相對獨立價格及非租
basis of the relative stand-alone price of 賃成分的總獨立價格，除非承
the lease component and the aggregate 租人應用可行權宜方法使承租
stand-alone price of the non-lease 人可按相關資產類別選擇不從
components, unless the lessee apply the 租賃成分中區分非租賃成分，
practical expedient which allows the lessee 而是將各租賃成分及任何相關
to elect, by class of underlying asset, not 非租賃成分入賬列作單一租賃
to separate non-lease components from 成分。
lease components, and instead account for
each lease component and any associated
non-lease components as a single lease
component.
The Group has elected not to separate 本集團已選擇不區分非租賃成

non-lease components and account for all 分並就所有租賃將所有各租賃
each lease component and any associated 成分及任何相關非租賃成分入
non-lease components as a single lease 賬列作單一租賃成分。
component for all leases.
F-32
ANNUAL REPORT 2019


（續）

(Continued)
(iii) Accounting policies as lessee (iii) 作為承租人的
會計政策
Under HKAS 17, a lessee has to classify a 根據香港會計準則第17號，承
lease as an operating lease or a finance 租人須根據租賃資產擁有權隨
lease based on the extent to which risks 附風險及回報與出租人或承租
and rewards incidental to ownership of a 人的相關程度將租賃分類為營
lease asset lie with the lessor or the 運租賃或融資租賃。倘租賃釐
lessee. If a lease is determined as an 定為營運租賃，承租人將於租
operating lease, the lessee would 期內將營運租賃的租賃款項確
recognise the lease payments under the 認為開支。租賃資產不會於承
operating lease as an expense over the 租人的財務狀況表內確認。
lease term. The asset under the lease
would not be recognised in the statement
of financial position of the lessee.
Under HKFRS 16, all leases (irrespective of 根據香港財務報告準則第16

they are operating leases or finance 號，所有租賃（不論為營運租
leases) are required to be capitalised in 賃或融資租賃）須於財務狀況
the statement of financial position as 表資本化為使用權資產及租賃
right-of-use assets and lease liabilities, but 負債，惟香港財務報告準則第
HKFRS 16 provides accounting policy 16號為實體提供會計政策選
choices for an entity to choose not to 擇，可選擇不將(i)屬短期租賃
capitalise (i) leases which are short-term 的租賃及╱或(ii)相關資產為低
leases and/or (ii) leases for which the 價值的租賃進行資本化。本集
underlying asset is of low-value. The 團已選擇不就低價值資產以及
Group has elected not to recognise right- 於開始日期租期少於12個月的
of-use assets and lease liabilities for low- 租賃確認使用權資產及租賃負
value assets and leases for which at the 債。與該等租賃相關的租賃款
commencement date have a lease term 項已於租期內按直線法支銷。
less than 12 months. The lease payments
associated with those leases have been
expensed on straight-line basis over the
lease term.
The Group recognised a right-of-use asset 本集團於租賃開始日期確認使

and a lease liability at the commencement 用權資產及租賃負債。
date of a lease.
F-33

（續）

(Continued)
(Continued) 會計政策（續）
Right-of-use asset 使用權資產
The right-of-use asset should be 使用權資產應按成本確認並將
recognised at cost and would comprise: (i) 包括：(i)首次計量租賃負債的
the amount of the initial measurement of 金額（見下文有關租賃負債入
the lease liability (see below for the 賬的會計政策）；(ii)於開始日
accounting policy to account for lease 期或之前作出的任何租賃款項
liability); (ii) any lease payments made at 減已收取的任何租賃優惠；(iii)
or before the commencement date, less 承租人產生的任何初始直接成
any lease incentives received; (iii) any 本；及(iv)承租人根據租賃條款
initial direct costs incurred by the lessee 及條件規定的情況下分解及移
and (iv) an estimate of costs to be 除相關資產時將產生的估計成
incurred by the lessee in dismantling and 本，除非該等成本乃為生產存
removing the underlying asset to the 貨而產生。本集團採用成本模
condition required by the terms and 式計量使用權資產。根據成本
conditions of the lease, unless those costs 模式，本集團按成本減任何累
are incurred to produce inventories. The 計折舊及任何減值虧損計量使
Group measures the right-of-use assets 用權，並就租賃負債的任何重
applying a cost model. Under the cost 新計量作出調整。
model, the Group measures the right-to-
use at cost, less any accumulated
depreciation and any impairment losses,
and adjusted for any remeasurement of
lease liability.
The Group has leased a number of 本集團已根據租賃協議租賃多

properties under tenancy agreements 項物業，而本集團行使判斷並
which the Group exercises it judgement 釐定其為持有自用的獨立類別
and determines that it is a separate class 資產。租賃協議的物業產生的
of asset which is held for own use. The 使用權資產按折舊成本入賬。
right-of-use asset arising from the
properties under tenancy agreements are
carried at depreciated cost.
F-34
ANNUAL REPORT 2019


（續）

(Continued)
Lease liability 租賃負債
The lease liability should be recognised at 租賃負債應按並非於租賃開始
the present value of the lease payments 日期支付之租賃款項的現值確
that are not paid at the date of 認。租賃款項將採用租賃隱含
commencement of the lease. The lease 的利率貼現（倘該利率可輕易
payments shall be discounted using the 釐定）。倘該利率無法輕易釐
interest rate implicit in the lease, if that 定，本集團將採用本集團的增
rate can be readily determined. If that rate 量借款利率。
cannot be readily determined, the Group
shall use the Group’s incremental
borrowing rate.
The following payments for the right-to- 於租期內，下列於租賃開始日

use the underlying asset during the lease 期尚未支付的相關資產使用權
term that are not paid at the 款項視為租賃款項：(i)固定付
commencement date of the lease are 款減任何應收租賃優惠；(ii)按
considered to be lease payments: (i) fixed 開始日期之指數或利率首次計
payments less any lease incentives 量的浮動租賃款項（取決於指
receivable: (ii) variable lease payments that 數或利率）；(iii)承租人根據剩
depend on an index or a rate, initially 餘價值擔保預期將支付的款
measured using the index or rate as at 項；(iv)購買選擇權的行使價
commencement date; (iii) amounts （倘承租人合理確定行使選擇
expected to be payable by the lessee 權）；及(v)終止租賃的罰款付
under residual value guarantees; (iv) the 款（倘租期反映承租人行使選
exercise price of a purchase option if the 擇權終止租賃）。
lessee is reasonably certain to exercise
that option and (v) payments of penalties
for terminating the lease, if the lease term
reflects the lessee exercising an option to
F-35

（續）

(Continued)
Lease liability (Continued) 租賃負債（續）
Subsequent to the commencement date, a 於開始日期後，承租人將透過
lessee shall measure the lease liability by: 下列方式計量租賃負債：(i)增
(i) increasing the carrying amount to 加賬面值以反映租賃負債的利
reflect interest on the lease liability; (ii) 息；(ii)減少賬面值以反映作出
reducing the carrying amount to reflect 的租賃款項；及(iii)重新計量賬
the lease payments made; and (iii) 面值以反映任何重估或租賃修
remeasuring the carrying amount to reflect 改，如指數或利率變動導致日
any reassessment or lease modifications, 後租賃款項變動、租期變動、
e.g., a change in future lease payments 實質固定租賃款項變動或購買
arising from change in an index or rate, a 相關資產的評估變動。
change in the lease term, a change in the
in substance fixed lease payments or a
change in assessment to purchase the
underlying asset.
(iv) Accounting policies as lessor (iv) 作為出租人的

會計政策
The Group has leased out its investment 本集團向若干租戶出租投資物
property to a number of tenants. As the 業。由於香港財務報告準則第
accounting under HKFRS 16 for a lessor is 16號有關出租人的會計處理與
substantially unchanged from the 香港會計準則第17號的要求大
r e q u i r e m e n t s u n d e r H K A S 17, t h e 致保持不變，因此採用香港財
adoption of HKFRS 16 does not have 務報告準則第16號對該等財務
significant impact on these financial 報表並無任何重大影響。
statements.
F-36
ANNUAL REPORT 2019


（續）

(Continued)
(v) Transition (v) 過渡
As mentioned above, the Group has 如上文所述，本集團採用累計
applied HKFRS 16 using the cumulative 影響法應用香港財務報告準則
effect approach and recognised all the 第16號，並確認首次應用香港
cumulative effect of initially applying 財務報告準則第16號的所有累
HKFRS 16 as an adjustment to the 計影響，以調整首次應用日期
opening balance of lease liabilities and the （二零一九年一月一日）之租賃
corresponding right-of-use assets at the 負債及相應使用權資產的年初
date of initial application (1 January 2019). 結存。根據香港財務報告準則
The comparative information presented in 第16號過渡條文的許可，二零
2018 has not been restated and continues 一八年所呈列比較資料並未重
to be reported under HKAS 17 and 列，並繼續根據香港會計準則
related interpretations as allowed by the 第17號及相關詮釋呈報。
transition provision in HKFRS 16.
The Group has recognised the lease 本集團已於二零一九年一月一

liabilities at the date of 1 January 2019 日就先前應用香港會計準則第
for leases previously classified as 17號分類為營運租賃之租賃確
operating leases applying HKAS 17 and 認租賃負債，並按餘下租賃款
measured those lease liabilities at the 項之現值（按於二零一九年一
present value of the remaining lease 月一日之承租人增量借款利率
payments, discounted using the lessee’s 貼現）計量該等租賃負債。
incremental borrowing rate at 1 January
2019.
The Group has elected to recognise all the 本集團已選擇於二零一九年一

right-of-use assets at 1 January 2019 for 月一日就先前應用香港會計準
leases previously classified operating 則第17號分類為營運租賃之租
leases under HKAS 17 as if HKFRS 16 had 賃確認所有使用權資產，猶如
been applied since the commencement 自開始日期起已應用香港財務
date, but discounted using the lessee’s 報告準則第16號，並使用承租
incremental borrowing rate at the date of 人於首次應用日期之增量借款
initial application. For all these right-of- 利率貼現。就所有該等使用權
use assets, the Group has applied HKAS 資產而言，本集團已於二零
36 Impairment of Assets at 1 January 一九年一月一日應用香港會計
2019 to assess if there was any 準則第36號資產減值以評估於
impairment as on that date. 該日是否有任何減值。
F-37

（續）

(Continued)
(v) Transition (Continued) (v) 過渡（續）
The Group has also applied the follow 本集團亦已應用以下可行權宜
practical expedients: (i) the use of a single 方法：(i)對同一地區擁有大致
discount rate to a portfolio of leases with 相似特點的租賃組合劃一採用
reasonably similar characteristics in the 相同的貼現率；(ii)將於二零
same region; (ii) the accounting for 一九年一月一日餘下租期少於
operating leases with a remaining lease 12個月的營運租賃作短期租賃
term of less than 12 months as at 1 處理；(iii)計量於首次應用日期
January 2019 as short-term leases; (iii) the 的使用權資產時，剔除初始直
exclusion of initial direct costs for the 接成本；及(iv)倘合約包含繼續
measurement of the right-of-use assets at 或終止租賃的選擇權，使用事
the date of initial application and (iv) used 後方式釐定租期。
hindsight in determining the lease terms if
the contracts contain options to extend or
terminate the leases.
In addition, the Group has also applied 此外，本集團亦已應用可行權

the practical expedients such that: (i) 宜方法以便：(i)將香港財務報
HKFRS 16 is applied to all of the Group’s 告準則第16號應用於本集團先
lease contracts that were previously 前應用香港會計準則第17號及
identified as leases applying HKAS 17 and 香港（國際財務報告詮釋委員
HK(IFRIC)-Int 4 Determining whether an 會） — 詮釋第4號釐定安排是
Arrangement contains a Lease and (ii) not 否包括租賃識別為租賃的所有
to apply HKFRS 16 to contracts that were 租賃合約及(ii)對先前並無根據
not previously identified as containing a 香港會計準則第17號及香港
lease under HKAS 17 and HK(IFRIC)-Int4. （國際財務報告詮釋委員會）
— 詮釋第4號識別為包括租賃
之合約不會應用香港財務報告
準則第16號。
F-38
ANNUAL REPORT 2019

3. BASIS OF PREPARATION 3. 編製基準
(a) Statement of compliance (a) 合規聲明

The financial statements have been prepared in 財務報表已根據所有適用香港財務
accordance with all applicable HKFRSs, which 報告準則（此統稱包括香港會計師公
collective term includes all applicable individual 會（「香港會計師公會」）頒佈的所有
Hong Kong Financial Reporting Standards, Hong 各個適用的香港財務報告準則、香
Kong Accounting Standards (“HKASs”) and 港會計準則（「香港會計準則」）及詮
Interpretations issued by the Hong Kong 釋）、香港公認之會計原則及有關財
Institute of Certified Public Accountants 務報表編製的香港公司條例（第622
(“HKICPA”), accounting principles generally 章）的規定編製。此外，財務報表載
accepted in Hong Kong and the provisions of 有香港聯合交易所有限公司證券上
the Hong Kong Companies Ordinance (Cap. 市規則（「上市規則」）規定之適用披
622), which concern the preparation of financial 露資料。
statements. In addition, the financial statements
include applicable disclosures required by the
Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (“Listing
Rules”).
(b) Basis of measurement (b) 計量基準

The consolidated financial statements have been 誠如下列會計政策所闡述，除投資
prepared under the historical cost basis except 物業、酒店物業及金融資產按其公
for investment properties, hotel properties, 平值或重估價值計量外，綜合財務
financial assets, which are measured at their fair 報表乃按歷史成本基準編製。
values or revalued amounts, as explained in the
accounting policies set out below.
(c) Functional and presentation (c) 功能及呈列貨幣

currency
The financial statements are presented in Hong 財務報表以本公司功能貨幣港元呈
Kong dollars (“HK$”), which is the same as the 列。除另有指明外，該等綜合財務
functional currency of the Company. These 報表以千港元呈列。
consolidated financial statements are presented
in thousands of units of Hong Kong dollars
(“HK$’000”), unless otherwise stated.
F-39
4. SIGNIFICANT ACCOUNTING 4. 主要會計政策
POLICIES
(a) Basis of consolidation (a) 綜合賬目基準

The consolidated financial statements for the 截至二零一九年十二月三十一日止
year ended 31 December 2019 comprise the 年度的綜合財務報表包括本公司及
financial statements of the Company and its 其附屬公司的財務報表以及本集團
subsidiaries and the Group’s interest in 於聯營公司及合營企業的權益。
associates and joint ventures.
(b) Subsidiaries and non-controlling (b) 附屬公司及非控股權益

interests
Subsidiaries are entities controlled by the 附屬公司指由本集團控制的實體。
Group. The Group controls an entity when it is 本集團透過參與其業務而享有或有
exposed to, or has rights to, variable returns 權取得其可變回報，及能夠運用對
from its involvement with the entity and has the 實體的權力影響該等回報時即控制
ability to affect those returns through its power 該實體。衡量本集團是否有權時，
over the entity. When assessing whether the 僅會考慮可持續權力（本集團或其他
Group has power, only sustainable rights (held 各方所持有）。
by the Group and other parties) are
considered.
The results of subsidiaries acquired or disposed 年內收購或出售附屬公司之業績自

of during the year are included in the 開始控制日期起或於終止控制日期
consolidated statement of profit or loss from 止，列入綜合損益表。倘本集團失
the date that control commenced or up to the 去對附屬公司之控制權，則以出售
date that control ceased. When the Group loses 該附屬公司全部權益之方式入賬，
control of a subsidiary, it is accounted for as a 而所導致之損益則於損益內確認。
disposal of the entire interest in that subsidiary, 本集團於失去控制權當日於該前附
with a resulting gain or loss being recognised in 屬公司之任何保留權益則按公平值
profit or loss. Any interest retained in that 確認，視為一項金融資產初步確認
former subsidiary at that date when control is 的公平值，或（如適用）聯營公司或
lost is recognised at fair value and this amount 合營公司之投資初步確認的成本。
is regarded as the fair value on initial
recognition of a financial asset or, when
appropriate, the cost on initial recognition of an
investment in an associates or joint venture.
F-40
ANNUAL REPORT 2019

4. SIGNIFICANT ACCOUNTING 4. 主要會計政策（續）

POLICIES (Continued)

interests (Continued) （續）
Changes in the Group’s interest in a subsidiary 倘本集團於附屬公司之權益變動不
that do not result in a loss of control are 會導致失去控制權，則將該等變動
accounted for as equity transactions. The 計入權益交易。本集團的權益及非
carrying amounts of the Group’s interest and 控股權益的賬面金額，乃予以調整
the non-controlling interest are adjusted to 以反映彼等於附屬公司相關權益的
reflect the changes in their relative interests in 變動。非控股權益數額的調整額與
the subsidiaries. Any difference between the 已付或已收代價公平值之間的差
amount by which the non-controlling interest is 額，乃於本公司擁有人應佔權益直
adjusted and the fair value of the consideration 接確認。
paid or received is recognised directly in equity
and attributed to owners of the Company.
Where necessary, adjustments are made to the 如有需要，附屬公司之財務報表將

financial statements of subsidiaries to bring 會作出調整，使其會計政策與本集
their accounting policies in line with those used 團所採用者一致。
by the Group.
Inter-company transactions, balances and cash 集團公司之間內部公司交易、結餘

flows and any unrealised profits arising from 與現金流及集團公司之間內部公司
inter-company transactions are eliminated in full 交易未實現溢利已於編製綜合財務
in preparing the consolidated financial 報表時悉數對銷。集團公司之間內
statements. Unrealised losses resulting from 部公司交易未實現虧損亦一如實現
inter-company transactions are eliminated in the 收入對銷，但僅以有證據顯示已減
same way as unrealised gain but only to the 值的數額為限。
extent that there is no evidence of impairment.
F-41


Non-controlling interests represent the equity or 非控股權益指並非直接或間接歸屬
deficiency in a subsidiary not attributable 於本公司之附屬公司權益或虧損，
directly or indirectly to the Company, and in 並且本集團不會與該等權益之持有
respect of which the Group has not agreed any 人達成任何會導致本集團整體對該
additional terms with the holders of those 等權益產生符合金融負債定義之合
interests which would result in the Group as a 約責任之附加條款。就每宗業務合
whole having a contractual obligation in respect 併而言，本集團可選擇以公平值或
of those interests that meets the definition of a 非控股權益佔附屬公司可識別資產
financial liability. For each business 淨值之比例計量任何非控股權益。
combination, the Group can elect to measure
any non-controlling interests either at fair value
or at the non-controlling interests’
proportionate share of the subsidiary’s net
identifiable assets.
Non-controlling interests are presented in the 非控股權益與本公司權益股東應佔

consolidated statement of financial position 權益分開處理，呈列於綜合財務狀
within equity, separately from equity 況表內權益項下。本集團業績內之
attributable to the equity shareholders of the 非控股權益則作為在本公司非控股
Company. Non-controlling interests in the 權益與權益股東之間分配之年內溢
results of the Group are presented on the face 利或虧損總額及全面收益總額，於
of the consolidated statement of profit or loss 綜合損益表及綜合全面收益表內呈
and the consolidated statement of 列。非控股權益持有人之貸款及向
comprehensive income as an allocation of the 該等持有人承擔之其他合約責任於
total profit or loss and total comprehensive 綜合財務狀況表呈列為金融負債。
income for the year between non-controlling
interests and the equity shareholders of the
Company. Loans from holders of non-
controlling interests and other contractual
obligations towards these holders are
presented as financial liabilities in the
consolidated statement of financial position.
In the company’s statement of financial 在本公司之財務狀況表內，附屬公

position, interests in subsidiaries are stated at 司權益乃按成本值減去減值虧損（如
cost less impairment losses, if any. 有）列賬。
F-42
ANNUAL REPORT 2019


(c) Associates and joint ventures (c) 聯營公司及合營企業

An associate is an entity in which the Group 聯營公司指本集團對其管理層擁有
has significant influence, but not control or joint 重大影響力之實體，包括參與財務
control, over its management, including 及營運決策，惟不是控制或聯合控
participation in the financial and operating 制其管理層。
policy decisions.
A joint venture is an arrangement whereby the 合營企業指一項本集團及其他訂約

Group and other parties contractually agree to 方合約協定共享其控制權及有權享
share control of the arrangement, and have 有其資產淨值的安排。
rights to the net assets of the arrangement.
An investment in an associate or a joint venture 於聯營公司或合營企業之投資按權

is accounted for in the consolidated financial 益法列入綜合財務報表，如將該投
statements under the equity method, unless it is 資分類為持作出售（或計入分類為持
classified as held for sale (or included in a 作出售之出售組別），則另作別論。
disposal group that is classified as held for 根據權益法，投資初步按成本入
sale). Under the equity method, the investment 賬，並按本集團分佔被投資者可識
is initially recorded at cost, adjusted for any 別資產淨值於收購日期之公平值超
excess of the Group’s share of the acquisition- 逾投資成本之部分作調整（如有）。
date fair values of the investee’s identifiable net 其後，該投資按本集團於被投資公
assets over the cost of the investment (if any). 司資產淨值及任何與投資相關之任
Thereafter, the investment is adjusted for the 何減值虧損中所佔之收購後變動作
post-acquisition change in the Group’s share of 出調整。收購日期之公平值超逾成
the investee’s net assets and any impairment 本之任何部分、本集團分佔被投資
loss relating to the investment. Any acquisition- 公司收購後及除稅後業績以及年內
date fair value excess over cost, the Group’s 任何減值虧損，會於綜合損益表確
share of the post-acquisition, post-tax results of 認，惟本集團分佔被投資公司其他
the investees and any impairment losses for the 全面收益之收購後及除稅後項目則
year are recognised in the consolidated 於綜合全面收益表確認。
statement of profit or loss whereas the Group’s
share of the post-acquisition post-tax items of
the investees’ other comprehensive income is
recognised in the consolidated statement of
comprehensive income.
F-43

(c) Associates and joint ventures (c) 聯營公司及合營企業（續）

(Continued)
When the Group’s share of losses exceeds its 如本集團對聯營公司或合營企業虧
interest in the associate or the joint venture, 損之承擔額超出本集團於該聯營公
the Group’s interest is reduced to nil and 司或合營企業之權益，本集團之權
recognition of further losses is discontinued 益將會減至零，並且不再確認其他
except to the extent that the Group has 虧損，除非有法律或推定責任須代
incurred legal or constructive obligations or 表所投資的公司付款，則以所付款
made payments on behalf of the investee. For 額確認虧損。因此，本集團於聯營
this purpose, the Group’s interest is the 公司或合營企業之權益是按權益法
carrying amount of the investment under the 計算之投資賬面值，加上本集團之
equity method, together with any other long- 其他長期權益，實際等同本集團於
term interests that in substance form part of the 聯營公司或合營企業之淨投資之一
Group’s net investment in the associate or the 部分（已就上述其他長期權益採用預
joint venture (after applying the expected credit 期信貸虧損模型，如適用）。
loss (“ECL”) model to such other long-term
interests where applicable.)
Unrealised profits and losses resulting from 本集團與其聯營公司及合營企業進

transactions between the Group and its 行交易而產生之未變現溢利及虧損
associates and joint venture are eliminated to 以本集團於被投資公司之權益為限
the extent of the Group’s interest in the 進行撇銷，惟倘未變現虧損顯示所
investee, except where unrealised losses 轉讓資產已出現減值，則即時於損
provide evidence of an impairment of the asset 益確認。
transferred, in which case they are recognised
immediately in profit or loss.
If an investment in an associate becomes an 如對聯營公司的投資變為對合營公

investment in a joint venture or vice versa, the 司的投資（反之亦然），則保留權益
retained interest is not remeasured. Instead, the 不會重新計量，繼續以權益法入賬。
investment continues to be accounted for under
the equity method.
F-44
ANNUAL REPORT 2019



(Continued)
In all other cases, when the Group ceases to 對於所有其他情況，如本集團失去
have significant influence over an associate or 對聯營公司之重大影響力或失去於
joint control over a joint venture, it is 合營企業之共同控制權，將被列作
accounted for as a disposal of the entire 出售於該被投資公司之全部權益，
interest in that investee, with a resulting gain or 所導致之收益或虧損於損益確認。
loss being recognised in profit or loss. Any 於失去重大影響力或失去共同控制
interest retained in that former investee at the 權當日，任何於該前被投資公司之
date when significant influence or joint control 保留權益按公平值確認，該金額被
is lost is recognised at fair value and this 視為一項金融資產作初步確認時之
amount is regarded as the fair value on initial 公平值。
recognition of a financial asset.
In the Company’s statement of financial 在本公司的財務狀況表中，對聯營

position, investments in associates and joint 公司及合營公司的投資按成本扣除
venture are stated at cost less impairment 減值（如有）入賬。
losses, if any.
(d) Investment properties (d) 投資物業

Investment properties are properties held to 投資物業乃持有以賺取租金及╱或
earn rental income and/or for capital 作資本增值用途之物業。該等物業
appreciation. These include properties that are 包括日後將用作投資物業之在建及
being constructed or developed for future use 發展中物業。
as investment properties.
On initial recognition, investment properties are 於初步確認時，投資物業按成本計

measured at cost, including any directly 量，而成本包括任何直接應佔支
attributable expenditure. Subsequent to initial 出。於初步確認後，投資物業採用
recognition, investment properties are 公平值模式按公平值計量。投資物
measured at their fair values using the fair value 業之公平值變動所產生之收益或虧
model. Any gain or loss arising from a change 損於損益確認。
in fair value of an investment property is
recognised in profit or loss.
F-45

(d) Investment properties (Continued) (d) 投資物業（續）

An investment property is derecognised upon 投資物業出售後或永久不再使用或
disposal or when the investment property is 預期出售投資物業不會產生未來經
permanently withdrawn from use or no future 濟利益時，投資物業終止確認。終
economic benefits are expected from its 止確認資產時所產生之任何收益或
disposals. Any gain or loss arising on 虧損（按該資產之出售所得款項淨額
derecognition of the asset (calculated as the 與賬面值之間之差額計算）於該資產
difference between the net disposal proceeds 終止確認之年度於損益確認。
and the carrying amount of the asset) is
recognised in profit or loss in the year in which
the asset is derecognised.
(e) Property, plant and equipment (e) 物業、廠房及設備

Property, plant and equipment including 除酒店物業及在建工程外，物業、
buildings and leasehold land held for use in the 廠房及設備（包括持作生產或提供產
production or supply of goods or services, or 品或服務用途或作行政用途之樓宇
for administrative purposes, other than hotel 及租賃土地）按成本減其後累計折舊
properties and construction in progress, are 及任何累計減值虧損入賬。
stated at cost less subsequent accumulated
depreciation and any accumulated impairment
losses.
Advantage has been taken of the transitional 本集團於一九九五年九月三十日前

relief provided by paragraph 80A of HKAS 16 按重估金額將樓宇列賬，由於香港
“Property, Plant and Equipment” from the 會計準則第16號「物業、廠房及設
requirement to make regular revaluations of the 備」第80A段就定期重估樓宇之規定
Group’s buildings which had been carried at 作過渡性寬免，故無再重估該等土
revalued amounts prior to 30 September 1995, 地及樓宇。於一九九五年九月三十
and accordingly no further revaluation of land 日前，重估該等資產產生之重估增
and buildings is carried out. Prior to 30 值列入重估儲備。該等資產價值日
September 1995, the revaluation increase 後如有減少，而減幅多於過往重估
arising on the revaluation of these assets was 該資產的相關資產重估儲備結餘（如
credited to the revaluation reserve. Any future 有），則有關減值會列作開支處理。
decreases in value of these assets will be dealt 重估資產其後出售或報廢時，相應
with as an expense to the extent that they 之重估盈餘轉入累計溢利。
exceed the balance, if any, on the revaluation
reserve relating to a previous revaluation of the
same asset. On the subsequent sale or
retirement of a revalued asset, the
corresponding revaluation surplus is transferred
to accumulated profits.
F-46
ANNUAL REPORT 2019


(e) Property, plant and equipment (e) 物業、廠房及設備（續）

(Continued)
Hotel properties are stated in the consolidated 酒店物業按重估金額（即於重估當日
statement of financial position at their revalued 之公平值減任何其後之累計折舊及
amounts, being their fair value at the date of 累計減值虧損）於綜合財務狀況表入
the revaluation less any subsequent 賬。
accumulated depreciation and accumulated
impairment losses.
Revaluations are performed with sufficient 重估會定期進行，以確保該等資產

regularity to ensure that the carrying amount of 賬面值不會在報告期末以公平值釐
these assets does not differ materially from that 定者有重大差異。
which would be determined using fair values at
the end of the reporting period.
Any revaluation increase arising on the 重估酒店物業產生之任何重估增值

revaluation of hotel properties is generally dealt 一般於其他全面收益中處理，並累
with in other comprehensive income and 計為股本之獨立部分（即酒店物業重
accumulated as a separate component of equity 估儲備），除非該增值撥回同一資產
(hotel properties revaluation reserve), except to 過往確認為一項開支之重估減值，
the extent that it reverses a revaluation 則有關增值將計入損益，惟只以過
decrease of the same asset previously 往扣除之減值為限。倘重估有關樓
recognised as an expense, in which case the 宇產生之賬面淨值減值超出過往重
increase is credited to profit or loss to the 估該資產之有關酒店物業重估儲備
extent of the decrease previously charged. A 結餘（如有），則有關減值列作開支
decrease in net carrying amount arising on the 處理。
revaluation of such buildings is dealt with as an
expense to the extent that it exceeds the
balance, if any, held on the hotel properties
revaluation reserve relating to a previous
revaluation of that asset.
Depreciation on revalued hotel properties is 經重估酒店物業之折舊會於損益扣

charged to profit or loss. On the subsequent 除。經重估酒店物業其後出售或報
sale or retirement of a revalued hotel property, 廢時，酒店物業重估儲備餘下之應
the attributable revaluation surplus remaining in 佔重估盈餘會直接轉撥至累計溢利。
the hotel properties revaluation reserve is
transferred directly to accumulated profits.
F-47


(Continued)
Depreciation is calculated to write off the cost 物業、廠房及設備項目（在建工程除
or valuation of items of property, plant and 外）折舊按估計可使用年期，在扣除
equipment, other than construction in progress, 其估計剩餘價值（如有）後，以直線
less their estimated residual value, if any, using 法撇銷其成本或估值計算。
the straight line method over their estimated
useful lives.
Construction in progress represents property, 在建工程意指正在建造以供生產或

plant and equipment in the course of 自用之物業、廠房及設備。在建工
construction for production or for its own use 程乃按成本減任何已確認減值虧損
purposes. Construction in progress is carried at 入賬。在建工程完成及可供擬定用
cost less any recognised impairment loss. 途時，則撥入物業、廠房及設備之
Construction in progress is classified to the 適當分類。該等資產以其他物業資
appropriate category of property, plant and 產之相同基準，於資產可供擬定用
equipment when completed and ready for 途時開始計算折舊。
intended use. Depreciation of these assets, on
the same basis as other property assets,
commences when the assets are ready for their
intended use.
An item of property, plant and equipment is 物業、廠房及設備項目於出售時或

derecognised upon disposal or when no future 當繼續使用該資產預期不會產生未
economic benefits are expected to arise from 來經濟利益時終止確認。因資產終
the continued use of the asset. Any gain or loss 止確認產生之任何收益或虧損（按該
arising on derecognition of the asset (calculated 項目之出售所得款項淨額與賬面值
as the difference between the net disposal 之間之差額計算），於該項目終止確
proceeds and the carrying amount of the item) 認之年度於損益表確認。
is recognised in profit or loss in the year in
which the item is derecognised.
F-48
ANNUAL REPORT 2019


(f) Payments for leasehold land held for (f) 有關根據經營租賃持有自

own use under operating leases 用的租賃土地的付款
Payments for leasehold land held for own use 有關根據經營租賃持有自用的租賃
under operating leases represent up-front 土地的付款，即購買承租人所佔用
payments to acquire long-term interests in 物業長期權益而支付的首期付款。
lessee-occupied properties. These payments are 該等款項按成本入賬，按直線法在
stated at cost and are amortised over the 租賃期內攤銷列入開支。
period of the lease on a straight-line basis as an
expense.
(g) (i) Leasing (accounting policies (g) (i) 租賃（二零一九年一月

applied from 1 January 2019) 一日起採用的會計政
策）
All leases (irrespective of they are 所有租賃（不論經營租賃或融
operating leases or finance leases) are 資租賃）須在財務狀況表入賬
required to be capitalised in the 列為資本，計入使用權資產及
statement of financial position as right-of- 租賃負債，但機構有會計政策
use assets and lease liabilities, but 選項，可以選擇將(i)短期租賃
accounting policy choices exist for an 及╱或(ii)有關資產價值偏低的
entity to choose not to capitalise (i) leases 租賃不列為資本。本集團已選
which are short-term leases and/or (ii) 擇使用權資產、低價值資產的
leases for which the underlying asset is of 租賃負債及租期不足12個月的
low-value. The Group has elected not to 租賃不確認為資本。有關該等
recognise right-of-use assets and lease 租賃的租賃付款在租期內按直
liabilities for low-value assets and leases 線法列作開支。
for which at the commencement date have
a lease term less than 12 months. The
lease payments associated with those
leases have been expensed on straight-
line basis over the lease term.
F-49


(Continued) 策）
（續）
Right-of-use asset 使用權資產
The right-of-use asset should be 使用權資產應按成本確認並將
recognised at cost and would comprise: (i) 包括：(i)首次計量租賃負債的
the amount of the initial measurement of 金額（見下文有關租賃負債入
the lease liability (see below for the 賬的會計政策）；(ii)於開始日
accounting policy to account for lease 期或之前作出的任何租賃款項
liability); (ii) any lease payments made at 減已收取的任何租賃優惠；(iii)
or before the commencement date, less 承租人產生的任何初始直接成
any lease incentives received; (iii) any 本；及(iv)承租人根據租賃條款
initial direct costs incurred by the lessee 及條件規定的情況下分解及移
and (iv) an estimate of costs to be 除相關資產時將產生的估計成
incurred by the lessee in dismantling and 本，除非該等成本乃為生產存
removing the underlying asset to the 貨而產生。除非使用權資產符
condition required by the terms and 合投資物業的定義或屬於一類
conditions of the lease, unless those costs 物業、廠房及設備（本集團採
are incurred to produce inventories. 用重估模型計量），否則本集
Except for right-of-use asset that meets 團採用成本模式計量使用權資
the definition of an investment property or 產。根據成本模式，本集團按
a class of property, plant and equipment 成本減任何累計折舊及任何減
to which the Group applies the 值虧損計量使用權，並就租賃
revaluation model, the Group measures 負債的任何重新計量作出調
the right-of-use assets applying a cost 整。
model. Under the cost model, the Group
measures the right-to-use at cost, less any
accumulated depreciation and any
impairment losses, and adjusted for any
remeasurement of lease liability.
The Group has leased a number of 本集團已根據租賃協議租賃多

properties under tenancy agreements 項物業，而本集團行使判斷並
which the Group exercises it judgement 釐定其為持有自用的獨立類別
and determines that it is a separate class 資產。租賃協議的物業產生的
of asset which is held for own use. The 使用權資產按折舊成本入賬。
right-of-use asset arising from the
properties under tenancy agreements are
carried at depreciated cost.
F-50
ANNUAL REPORT 2019



(Continued) 策）
（續）
Lease liability 租賃負債
The lease liability is recognised at the 租賃負債應按並非於租賃開始
present value of the lease payments that 日期支付之租賃款項的現值確
are not paid at the date of 認。租賃款項將採用租賃隱含
commencement of the lease. The lease 的利率貼現（倘該利率可輕易
payments are discounted using the 釐定）。倘該利率無法輕易釐
interest rate implicit in the lease, if that 定，本集團將採用本集團的增
rate can be readily determined. If that rate 量借款利率。
cannot be readily determined, the Group
uses the Group’s incremental borrowing
rate.
The following payments for the right-to- 於租期內，下列於租賃開始日

use the underlying asset during the lease 期尚未支付的相關資產使用權
term that are not paid at the 款項視為租賃款項：(i)固定付
commencement date of the lease are 款減任何應收租賃優惠；(ii)按
considered to be lease payments: (i) fixed 開始日期之指數或利率首次計
payments less any lease incentives 量的浮動租賃款項（取決於指
receivable; (ii) variable lease payments that 數或利率）；(iii)承租人根據剩
depend on an index or a rate, initially 餘價值擔保預期將支付的款
measured using the index or rate as at 項；(iv)購買選擇權的行使價
commencement date; (iii) amounts （倘承租人合理確定行使選擇
expected to be payable by the lessee 權）；及(v)終止租賃的罰款付
under residual value guarantees; (iv) the 款（倘租期反映承租人行使選
exercise price of a purchase option if the 擇權終止租賃）。
lessee is reasonably certain to exercise
that option and (v) payments of penalties
for terminating the lease, if the lease term
reflects the lessee exercising an option to
F-51


(Continued) 策）
（續）
Lease liability (Continued) 租賃負債（續）
Subsequent to the commencement date, 租賃開始日期後，本集團按以
the Group measures the lease liability by: 下方式計量租賃負債：(i)增加
(i) increasing the carrying amount to 賬面值以反映租賃負債的利
reflect interest on the lease liability; (ii) 息；(ii)減少賬面值以反映已付
reducing the carrying amount to reflect 的租賃付款；及(iii)重新計量賬
the lease payments made; and (iii) 面值以反映重新評估或租賃修
remeasuring the carrying amount to reflect 訂（例如指數或比率變更導致
any reassessment or lease modifications, 未來租賃付款改變、租期轉
e.g., a change in future lease payments 變、定額付款改變或改變評估
arising from change in an index or rate, a 方式用於購買相關資產。
change in the lease term, a change in the
in substance fixed lease payments or a
change in assessment to purchase the
underlying asset.
Accounting as a lessor 本集團作為出租人

The Group has leased out its investment 本集團已出租投資物業予多名
property to a number of tenants. Rental 租戶。經營租賃的租金收入在
income from operating leases is 有關租賃的租期按直線法確認
recognised in profit or loss on a straight- 為損益。磋商訂立租賃的初始
line basis over the term of the relevant 直接成本，加入租賃資產的賬
lease. Initial direct costs incurred in 面值，在租期按直線法確認為
negotiating and arranging an operating 開支。
lease are added to the carrying amount of
the leased asset and recognised as an
expense on the straight-line basis over the
lease term.
F-52
ANNUAL REPORT 2019


(g) (ii) Leasing (accounting policies (g) (ii) 租約（二零一八年十二

applied until 31 December 月三十一日後不再適
2018) 用）
Leases are classified as finance leases 倘租約條款將擁有權之絕大部
whenever the terms of the lease transfer 分風險及回報轉歸承租人所
substantially all the risks and rewards of 有，有關租約列作融資租約。
ownership to the lessee. All other leases 所有其他租約列作經營租約。
are classified as operating leases.
The Group as lessor 本集團作為出租人

Rental income from operating leases is 來自經營租約之租金收入按直
recognised in the consolidated statement 線法於有關租約年期在綜合損
of profit or loss on a straight- line basis 益表確認。
over the term of the relevant lease.
The Group as lessee 本集團作為承租人

Rentals payable under operating leases 根據經營租約應付之租金按直
are charged to profit or loss using a 線法於有關租約年期計入損
straight-line basis over the term of the 益。訂立經營租約時作為獎勵
relevant lease. Benefits received and 之已收及應收利益，按直線法
receivable as an incentive to enter into an 於租約年期於損益確認為租金
operating lease are recognised in profit or 開支減少。
loss as a reduction of rental expense over
the lease term using a straight-line basis.
Leasehold land and building 租賃土地及樓宇

The land and building elements of a lease 租賃土地及樓宇之土地及樓宇
of land and building are considered 成份會視乎租賃類別作個別考
separately for the purpose of lease 慮，除非有關租賃款項未能可
classification, unless the lease payments 靠地分配為土地或樓宇部分，
cannot be allocated reliably between the 在此情況下則一概視為融資租
land and building elements, in which case, 賃並入賬列作物業、廠房及設
the entire lease is generally treated as a 備。
finance lease and account for as property,
plant and equipment.
F-53

(h) Properties under development (h) 發展中物業

Properties under development developed for 為日後於日常業務中出售而發展之
future sale in the ordinary course of business 發展中物業乃以成本值及可變現淨
are included in current assets at the lower of 值兩者中之較低者計入流動資產。
cost and net realisable value. It comprises the 其包括物業開發所直接應佔之發展
consideration for development expenditure 開支之代價（包括土地使用權成本、
(which includes cost of land use rights, 建築成本及資本化之利息）。
construction costs and capitalised interest)
directly contributable to the development of the
properties.
(i) Properties held for sale (i) 持作出售物業

Properties held for sale are stated at the lower 持作出售物業乃以成本值及可變現
of cost and net realisable value. 淨值兩者中之較低者列賬。
(j) Other inventories (j) 其他存貨

Other inventories are stated at the lower of cost 其他存貨按成本值與可變現淨值兩
and net realisable value. Cost is calculated 者中之較低者入賬。成本使用加權
using the weighted average method. 平均法計算。
(k) Cash and cash equivalents (k) 現金及等同現金

Cash and cash equivalents comprise cash at 現金及等同現金包括銀行及手頭現
bank and on hand, demand deposits held at call 金、存放於銀行及其他金融機構之
with banks and other financial institutions, and 通知存款，以及可隨時兌換成可知
short-term, highly liquid investments that are 數額之現金，並承受極低價值變動
readily convertible into known amounts of cash 風險及於購入時三個月內到期之短
and which are subject to an insignificant risk of 期高流通性投資。就綜合現金流量
changes in value, having been within three 表而言，現金及等同現金亦包括須
months of maturity at acquisition. Bank 於接獲通知時償還並構成本集團現
overdrafts that are repayable on demand and 金管理一部分之銀行透支。現金及
form an integral part of the Group’s cash 等同現金項目按附註4(l)(ii)所載政策
management are also included as a component 評估預期信貸虧損。
of cash and cash equivalents for the purpose of
the consolidation statement of cash flows. Cash
and cash equivalents are assessed for ECL in
accordance with the policy set out in note
4(l)(ii).
F-54
ANNUAL REPORT 2019


(l) Financial instruments (l) 金融工具

(i) Financial assets (i) 金融資產
A financial asset (unless it is a trade 金融資產（並無重大融資成份
receivable without a significant financing 的應收貿易賬款除外）初步按
component) is initially measured at fair 公平值加上（倘屬並非按公平
value plus, for an item not at fair value 值計入損益的項目）收購或發
through profit or loss (“FVPL”), transaction 行直接應佔的交易成本計量。
costs that are directly attributable to its 並無重大融資成份的應收貿易
acquisition or issue. A trade receivable 賬款初步按交易價格計量。
without a significant financing component
is initially measured at the transaction
price.
All regular way purchases and sales of 所有按常規方式購買和出售的

financial assets are recognised on the 金融資產於交易日（即本集團
trade date, that is, the date that the 承諾購買或銷售該資產之日）
Group commits to purchase or sell the 確認。按常規方式購買或出售
asset. Regular way purchases or sales are 指購買或出售須在一般按市場
purchases or sales of financial assets that 規則或慣例確定的期間內交付
require delivery of assets within the period 的金融資產。
generally established by regulation or
convention in the market place.
Financial assets with embedded 於確定其現金流量是否僅支付

derivatives are considered in their entirely 本金及利息時會全面考慮附帶
when determining whether their cash flows 嵌入式衍生工具之金融資產。
are solely payment of principal and
interest.
F-55

(l) Financial instruments (Continued) (l) 金融工具（續）

(i) Financial assets (Continued) (i) 金融資產（續）
Debt instruments 債務工具
Subsequent measurement of debt 債務工具之後續計量取決於本
instruments depends on the Group’s 集團管理資產之業務模式及資
business model for managing the asset 產之現金流量特徵。本集團將
and the cash flow characteristics of the 其債務工具分類為三種計量類
asset. There are three measurement 別：
categories into which the Group classifies
its debt instruments:
Amortised cost: Assets that are held for 攤銷成本：倘為收取合約現金

collection of contractual cash flows where 流量而持有的資產之現金流量
those cash flows represent solely 僅為本金及利息付款，則該等
payments of principal and interest are 資產按攤銷成本計量。按攤銷
measured at amortised cost. Financial 成本計量的金融資產其後採用
assets at amortised cost are subsequently 實際利率法計量。利息收入、
measured using the effective interest rate 外匯收益及虧損和減值於損益
method. Interest income, foreign 內確認。終止確認產生之任何
exchange gains and losses and 收益於損益中確認。
impairment are recognised in profit or
loss. Any gain on derecognition is
Fair value through other comprehensive 按公平值計入其他全面收入：

income (“FVOCI”): Assets that are held for 倘為收取合約現金流量及出售
collection of contractual cash flows and for 金融資產而持有的資產之現金
selling the financial assets, where the 流量僅為本金及利息付款，則
assets’ cash flows represent solely 該等資產按公平值計入其他全
payments of principal and interest, are 面收入計量。按公平值計入其
measured at FVOCI. Debt investments at 他全面收入的債務工具其後按
FVOCI are subsequently measured at fair 公平值計量。採用實際利率法
value. Interest income calculated using the 計算的利息收入、外匯收益及
effective interest rate method, foreign 虧損和減值於損益內確認。其
exchange gains and losses and 他收益及虧損淨額於其他全面
impairment are recognised in profit or 收入確認。終止確認時，於其
loss. Other net gains and losses are 他全面收入累計之收益及虧損
recognised in OCI. On derecognition, 重新分類至損益。
gains and losses accumulated in OCI are
reclassified to profit or loss.
F-56
ANNUAL REPORT 2019



Debt instruments (Continued) 債務工具（續）
Fair value through profit or loss (“FVPL”): 按公平值計入損益：按公平值
Financial assets at FVPL include financial 計入損益的金融資產包括持作
assets held for trading, financial assets 買賣的金融資產，於初步確認
designated upon initial recognition at 時指定按公平值計入損益的金
FVPL, or financial assets mandatorily 融資產，或強制要求按公平值
required to be measured at fair value. 計量的金融資產。倘為於近期
Financial assets are classified as held for 出售或購回而收購金融資產，
trading if they are acquired for the 則該等金融資產分類為持作買
purpose of selling or repurchasing in the 賣。衍生工具（包括獨立嵌入
near term. Derivatives, including 式衍生工具）亦分類為持作買
separated embedded derivatives, are also 賣，惟該等衍生工具被指定為
classified as held for trading unless they 有效對沖工具則除外。現金流
are designated as effective hedging 量並非純粹支付本金及利息的
instruments. Financial assets with cash 金融資產，不論其業務模式如
flows that are not solely payments of 何，均按公平值計入損益分類
principal and interest are classified and 及計量。儘管如上文所述債務
measured at FVPL, irrespective of the 工具可按攤銷成本或按公平值
business model. Notwithstanding the 計入其他全面收入分類，但於
criteria for debt instruments to be 初步確認時，倘能夠消除或顯
classified at amortised cost or at FVOCI, 著減少會計錯配，則債務工具
as described above, debt instruments may 可指定為按公平值計入損益。
be designated at FVPL on initial
recognition if doing so eliminates, or
significantly reduces, an accounting
mismatch.
F-57


Equity instruments 股本工具
On initial recognition of an equity 於初步確認並非持作買賣用途
investment that is not held for trading, the 的股本投資時，本集團可以不
Group could irrevocably elect to present 可撤回地選擇於其他全面收入
subsequent changes in the investment’s 呈列投資公平值的後續變動。
fair value in OCI. This election is made on 該選擇乃按投資逐項作出。按
an investment-by-investment basis. Equity 公平值計入其他全面收入的股
investments at FVOCI are measured at fair 本投資按公平值計量，股息收
value. Dividend income are recognised in 入於損益內確認，除非股息收
profit or loss unless the dividend income 入明確表示收回部分投資成
clearly represents a recovery of part of the 本。其他收益及虧損淨額於其
cost of the investments. Other net gains 他全面收入確認且不會重新分
and losses are recognised in OCI and are 類至損益。所有其他股本工具
not reclassified to profit or loss. All other 分類為按公平值計入損益，公
equity instruments are classified as FVPL, 平值、股息及利息收入變動於
whereby changes in fair value, dividends 損益內確認。
and interest income are recognised in
profit or loss.
(ii) Impairment loss on financial (ii) 金融資產減值虧損

assets
The Group recognises loss allowances for 本集團就應收貿易賬款、合約
expected credit loss (“ECL”) on trade 資產、按攤銷成本計量之金融
receivables, contract assets, financial 資產及按公平值計入其他全面
assets measured at amortised cost and 收入之債務投資的預期信貸虧
debt investments measured at FVOCI. The 損（「預期信貸虧損」）確認虧損
ECLs are measured on either of the 撥備。預期信貸虧損按以下其
following bases: (1) 12 months ECLs: these 中一項基準計量：(1) 12個月
are the ECLs that result from possible 的預期信貸虧損：其為於報告
default events within the 12 months after 日期後12個月內發生的潛在違
the reporting date: and (2) lifetime ECLs: 約事件導致的預期信貸虧損；
these are ECLs that result from all 及(2)年期內預期信貸虧損：此
possible default events over the expected 乃於金融工具預計年期內所有
life of a financial instrument. The 潛在違約事件導致的預期信貸
maximum period considered when 虧損。估計預期信貸虧損時所
estimating ECLs is the maximum 考慮的最長期間為本集團面對
contractual period over which the Group is 信貸風險的最長合約期間。
exposed to credit risk.
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ANNUAL REPORT 2019



assets (Continued) （續）
ECLs are a probability-weighted estimate 預期信貸虧損為信貸虧損的概
of credit losses. Credit losses are 率加權估計。信貸虧損乃按本
measured as the difference between all 集團根據合約應收的所有合約
contractual cash flows that are due to the 現金流量與本集團預期收取的
Group in accordance with the contract and 所有現金流量之間的差額計
all the cash flows that the Group expects 量。該差額其後按貼近資產原
to receive. The shortfall is then 有實際利率貼現。
discounted at an approximation to the
assets’ original effective interest rate.
The Group has elected to measure loss 本集團已選用香港財務報告準

allowances for trade receivables and 則第9號簡化法以計量應收貿
contract assets using HKFRS 9 simplified 易賬款及合約資產的虧損撥
approach and has calculated ECLs based 備，並已根據年期內預期信貸
on lifetime ECLs. The Group has 虧損計算預期信貸虧損。本集
established a provision matrix that is 團已設立根據本集團過往信貸
based on the Group’s historical credit loss 虧損經驗計算的撥備矩陣，並
experience, adjusted for forward-looking 按債務人特定的前瞻性因素及
factors specific to the debtors and the 經濟環境予以調整。
economic environment.
For other debt financial assets, the ECLs 其他債務金融資產按12個月的

are based on the 12-months ECLs. 預期信貸虧損計算預期信貸虧
H o w e v e r , w h e n t h e r e h a s be en a 損。然而，倘信貸風險由最初
significant increase in credit risk since 起大幅增加，則基於預期信貸
origination, the allowance will be based 虧損的年期計提撥備。
on the lifetime ECLs.
F-59


When determining whether the credit risk 當釐定金融資產之信貸風險自
of a financial asset has increased 初步確認後有否大幅增加及於
significantly since initial recognition and 估計預期信貸虧損時，本集團
when estimating ECL, the Group considers 會考慮相關及無須付出過多成
reasonable and supportable information 本或努力即可獲得之合理及可
that is relevant and available without 靠資料。此包括根據本集團之
undue cost or effort. This includes both 過往經驗及已知信貸評估得出
quantitative and qualitative information 之量化及質化資料分析，並包
analysis, based on the Group’s historical 括前瞻性資料。
experience and informed credit
assessment and including forward-looking
information.
The Group assumes that the credit risk on 本集團假設，倘金融資產逾期

a financial asset has increased significantly 超過30日，其信貸風險會大幅
if it is more than 30 days past due. 增加。
The Group considers a financial asset to 本集團認為金融資產於下列情

be credit-impaired when: (1) the borrower 況下為信貸減值：(1)借款人不
is unlikely to pay its credit obligations to 大可能在本集團無追索權採取
the Group in full, without recourse by the 行動（例如變現抵押）
（如持有）
Group to actions such as realising security 的情況下向本集團悉數支付其
(if any is held); or (2) the financial asset is 信貸義務；或(2)該金融資產逾
more than 90 days past due. 期超過90日。
Interest income on credit-impaired 信貸減值金融資產的利息收入

financial assets is calculated based on the 按金融資產的攤銷成本（即總
amortised cost (i.e. the gross carrying 賬面值減虧損撥備）計算。非
amount less loss allowance) of the 信貸減值金融資產的利息收入
financial asset. For non credit-impaired 按總賬面值計算。
financial assets interest income is
calculated based on the gross carrying
amount.
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ANNUAL REPORT 2019



(iii) Financial liabilities (iii) 金融負債
The Group classifies its financial liabilities, 本集團視乎負債產生的目的將
depending on the purpose for which the 其金融負債分類。按公平值計
liabilities were incurred. Financial liabilities 入損益的金融負債初步以公平
at FVPL are initially measured at fair value 值計量及按攤銷成本計量的金
and financial liabilities at amortised costs 融負債初步以公平值扣除所產
are initially measured at fair value, net of 生的直接應佔成本計量。
directly attributable costs incurred.
Financial liabilities at FVPL 按公平值計入損益之

金融負債
Financial liabilities at FVPL include 按公平值計入損益的金融負債
financial liabilities held for trading and 包括持作買賣的金融負債及初
financial liabilities designated upon initial 步確認時指定按公平值計入損
recognition as at FVPL. 益的金融負債。
Financial liabilities are classified as held 倘為於近期出售而收購金融負

for trading if they are acquired for the 債，則該等金融負債分類為持
purpose of sale in the near term. 作買賣。衍生工具（包括獨立
Derivatives, including separated 嵌入式衍生工具）亦分類為持
embedded derivatives, are also classified 作買賣，惟該等衍生工具被指
as held for trading unless they are 定為有效對沖工具則除外。持
designated as effective hedging 作買賣的負債收益或虧損於損
instruments. Gains or losses on liabilities 益確認。
held for trading are recognised in profit or
loss.
Where a contract contains one or more 倘合約含有一項或以上嵌入式

embedded derivatives, the entire hybrid 衍生工具，則整份組合合約可
contract may be designated as a financial 指定為按公平值計入損益之金
liability at FVPL, except where the 融負債，惟倘嵌入式衍生工具
embedded derivative does not 不會令現金流量有重大變動或
significantly modify the cash flows or it is 明確禁止單獨處理嵌入式衍生
clear that separation of the embedded 工具則除外。
derivative is prohibited.
F-61


(iii) Financial liabilities (Continued) (iii) 金融負債（續）
(Continued) 金融負債（續）
Financial liabilities may be designated 符合以下條件之金融負債可於
upon initial recognition as at FVPL if the 初步確認時指定為按公平值計
following criteria are met: (i) the 入損益：(i)指定將消除或顯著
designation eliminates or significantly 減少因按不同基準計量負債或
確認收益或虧損而造成的處理
reduces the inconsistent treatment that
方法不一致情況；(ii)據明文訂
would otherwise arise from measuring the
立之風險管理策略，該等負債
liabilities or recognising gains or losses on
為一組受管理而其表現乃按公
them on a different basis; (ii) the liabilities 平值評估之金融負債之一部
are part of a group of financial liabilities 分；或(iii)有關金融負債包含需
which are managed and their performance 要獨立入賬之嵌入式衍生工
evaluated on a fair value basis, in 具。
accordance with a documented risk
management strategy; or (iii) the financial
liability contains an embedded derivative
that would need to be separately
recorded.
Subsequent to initial recognition, financial 於初步確認後，按公平值計入

liabilities at FVPL are measured at fair 損益之金融負債乃按公平值計
value, with changes in fair value 量，公平值變動於發生期間內
recognised in profit or loss in the period 於損益確認，惟本集團本身的
in which they arise, except for the gains 信貸風險所產生的收益及虧損
於其他全面收入呈列，其後不
and losses arising from the Group’s own
會重新分類至損益表。於損益
credit risk which are presented in other
表確認的公平值收益或虧損淨
comprehensive income with no
額並無包括就該等金融負債收
subsequent reclassification to the
取的任何利息。
statement of profit or loss. The net fair
value gain or loss recognised in the
statement of profit or loss does not
include any interest charged on these
financial liabilities.
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ANNUAL REPORT 2019



Financial liabilities at amortised 按攤銷成本計量之金
cost 融負債
Financial liabilities at amortised cost 按攤銷成本計量之金融負債
including trade and other payables, （包括應付貿易及其他賬款、
borrowings, certain preference shares and 借貸、若干優先股及本集團發
the debt element of convertible loan note 行之可換股貸款票據之債務部
issued by the Group are subsequently 分）其後採用實際利率法按攤
measured at amortised cost, using the 銷成本計量。有關利息開支於
effective interest method. The related 損益內確認。
interest expense is recognised in profit or
loss.
Gains or losses are recognised in profit or 當負債終止確認以及在攤銷過

loss when the liabilities are derecognised 程中，收益或虧損於損益內確
as well as through the amortisation 認。
process.
(iv) Effective interest method (iv) 實際利率法

The effective interest method is a method 實際利率法乃計算金融資產或
of calculating the amortised cost of a 金融負債之攤銷成本及按有關
financial asset or financial liability and of 期間攤分利息收入之方法。實
allocating interest income or interest 際利率乃將估計日後現金收入
expense over the relevant period. The 或支付款項按金融資產或負債
effective interest rate is the rate that 之預計年期（或適用之較短期
exactly discounts estimated future cash 間）準確折現之比率。
receipts or payments through the
expected life of the financial asset or
liability, or where appropriate, a shorter
period.
F-63


(v) Equity instruments (v) 股本工具
Equity instruments issued by the Company 本公司發行之股本工具乃按已
are recorded at the proceeds received, 收所得款項（扣除直接發行成
net of direct issue costs. 本）列賬。
The Hong Kong Companies Ordinance, 香港法例第622章香港公司條

Cap. 622, came into operation on 3 例於二零一四年三月三日生
March 2014. Under the Ordinance shares 效。根據該條例，本公司之股
of the Company do not have a nominal 份並無面值。於二零一四年三
value. Consideration received or 月三日或之後發行股份之已收
receivable for the issue of shares on or 或應收代價計入股本。根據該
after 3 March 2014 is credited to share 條例第148及149條，佣金及開
capital. Commissions and expenses are 支獲准自股本扣減。
allowed to be deducted from share capital
under s. 148 and s. 149 of the Ordinance.
(vi) Derecognition (vi) 終止確認

The Group derecognises a financial asset 本集團在金融資產相關之未來
when the contractual rights to the future 現金流量之合約權利到期或金
cash flows in relation to the financial asset 融資產已轉讓及有關轉讓根據
expire or when the financial asset has 香港財務報告準則第9號符合
been transferred and the transfer meets 終止確認標準時，終止確認金
the criteria for derecognition in 融資產。
accordance with HKFRS 9.
Financial liabilities are derecognised when 金融負債於有關合約列明之責

the obligation specified in the relevant 任解除、註銷或屆滿時終止確
contract is discharged, cancelled or 認。
expires.
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ANNUAL REPORT 2019



(vi) Derecognition (Continued) (vi) 終止確認（續）
Where the Group issues its own equity 倘由於重新磋商金融負債之條
instruments to a creditor to settle a 款，本集團向債權人發行其自
financial liability in whole or in part as a 身股本工具以支付全部或部分
result of renegotiating the terms of that 之金融負債，則已發行之股本
liability, the equity instruments issued are 工具為已付代價並於抵銷金融
the consideration paid and are recognised 負債或其部分之日按彼等之公
initially and measured at their fair value 平值初步確認及計量。倘已發
on the date the financial liability or part 行股本工具之公平值不能可靠
thereof is extinguished. If the fair value of 計量，則股本工具將計量以反
the equity instruments issued cannot be 映所抵銷金融負債之公平值。
reliably measured, the equity instruments 所抵銷金融負債或其部分之賬
are measured to reflect the fair value of 面值與已付代價之差額於本年
the financial liability extinguished. The 度損益中確認。
difference between the carrying amount of
the financial liability or part thereof
extinguished and the consideration paid is
recognised in profit or loss for the year.
(m) Employee benefits (m) 僱員福利

(i) Retirement benefits scheme (i) 退休福利計劃供款
contributions
Payments to Group’s defined contribution 向本集團界定供款退休福利計
劃及強制性公積金計劃作出之
retirement benefits schemes and
付款於僱員提供服務而有權獲
Mandatory Provident Fund Scheme are
得供款時扣除作為開支。就向
charged as expenses when employees
國家管理之退休福利計劃作出
have rendered service entitling them to 之付款以界定供款計劃付款處
the contributions. Payments made to 理，而本集團於計劃下之責任
state-managed retirement benefits 與界定供款退休福利計劃之責
schemes are dealt with as payments to 任相同。
defined contribution schemes where the
Group’s obligations under the schemes are
equivalent to those arising in a defined
contribution retirement benefit scheme.
F-65

(m) Employee benefits (Continued) (m) 僱員福利（續）

(ii) Equity-settled share-based (ii) 以股權結算之股份支
payment transactions 付交易
The fair value of services received 已獲得服務之公平值乃參考於
determined by reference to the fair value 購股權授出日期之公平值釐
of share options granted at the grant date 定，並在歸屬期間按直線法支
is expensed on a straight-line basis over 銷，且於股權（即購股權儲備）
the vesting period, with a corresponding 中相應增加。
increase in equity (share option reserve).
At the end of each reporting period, the 於各報告期末，本集團更新其

Group revises its estimates of the number 對預期最終歸屬之購股權數目
of options that are expected to ultimately 之估計。更新就歸屬期所作估
vest. The impact of the revision of the 計之影響（如有）於損益確認，
estimates during the vesting period, if any, 而購股權儲備亦作相應調整。
is recognised in profit or loss, with a
corresponding adjustment to share option
reserve.
At the time when the share options are 購股權獲行使時，先前於購股

exercised, the amount previously 權儲備確認之金額將會轉撥股
recognised in share options reserve will be 本。如於歸屬日期後沒收購股
transferred to share capital. When the 權或於屆滿日期後尚未行使購
share options are forfeited after the 股權，先前於購股權儲備確認
vesting date or are still not exercised at 之金額將轉撥至累計溢利。
the expiry date, the amount previously
recognised in share option reserve will be
transferred to accumulated profits.
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ANNUAL REPORT 2019


(n) Income tax (n) 所得稅

Income tax for the year comprises current tax 年內之所得稅包括即期稅項及遞延
and movements in deferred tax assets and 稅項資產及負債之變動。
liabilities.
Current tax and movements in deferred tax 即期稅項及遞延稅項資產及負債之

assets and liabilities are recognised in profit or 變動乃於損益內確認，除非有關項
loss except to the extent that they relate to 目與在其他全面收益或直接在權益
items recognised in other comprehensive 確認之項目有關，則有關稅項分別
income or directly in equity, in which case the 於其他全面收益或直接於權益中確
relevant amounts of tax are recognised in other 認。
comprehensive income or directly in equity,
respectively.
Current tax is the expected tax payable on the 即期稅項為預期須就年內應課稅收

taxable income for the year, using tax rates 入支付之稅項，乃採用於報告期末
enacted or substantively enacted at the end of 實施或已實質頒佈之稅率計算，並
the reporting period, and any adjustment to tax 就過往年度應付之稅項作出調整。
payable in respect of previous years.
Deferred tax assets and liabilities arises from 遞延稅項資產和負債分別由可扣稅

deductible and taxable temporary differences 和應課稅暫時差異產生。暫時差異
respectively, being the differences between the 是指資產和負債在財務報告上的賬
carrying amounts of assets and liabilities for 面值與這些資產和負債的稅基的差
financial reporting purposes and their tax bases. 異。遞延稅項資產亦可以由未使用
Deferred tax assets also arise from unused tax 的稅損及未動用稅項抵免產生。
losses and unused tax credits.
F-67

(n) Income tax (Continued) (n) 所得稅（續）

Apart from certain limited exceptions, all 除若干例外情況外，所有遞延稅項
deferred tax liabilities, and all deferred tax 負債及所有遞延稅項資產均於日後
assets to the extent that it is probable that 產生應課稅溢利並將可動用資產予
future taxable profits will be available against 以抵銷時確認。可引證確認源自可
which the asset can be utilised, are recognised. 扣稅暫時差額之遞延稅項資產之日
Future taxable profits that may support the 後應課稅溢利，包括該等源自撥回
recognition of deferred tax assets arising from 現有應課稅暫時差額，惟差額須與
deductible temporary differences include those 同一稅務機關及同一應稅實體有
that will arise from the reversal of existing 關，並預期於撥回可扣稅暫時差額
taxable temporary differences, provided those 之同一期間或源自遞延稅項資產之
differences relate to the same taxation authority 稅項虧損可撥回或結轉之期間撥
and the same taxable entity, and are expected 回。在決定現有的應課稅暫時差異
to reverse either in the same period as the 是否足以支持確認由未使用稅損及
expected reversal of the deducible temporary 稅項抵免所產生的遞延稅項資產
difference or in periods into which a tax loss 時，亦會採用同一準則，即倘該等
arising from the deferred tax asset can be 差異是否與同一稅務機關及同一應
carried back or forward. The same criteria are 稅實體有關，且預期在能夠使用稅
adopted when determining whether existing 損或抵免的期間轉回，則會計入該
taxable temporary differences support the 等暫時性差額。
recognition of deferred tax assets arising from
unused tax losses and credits, that is, those
differences are taken into account if they relate
to the same taxation authority and the same
taxable entity, and are expected to reverse in a
period, or periods, in which the tax loss or
credit can be utilised.
The limited exceptions to recognition of 確認遞延稅項資產和負債的少數例

deferred tax assets and liabilities are those 外情況為不可扣稅商譽產生的暫時
temporary differences arising from goodwill not 性差額、不影響會計或應課稅溢利
deductible for tax purposes, the initial 的資產或負債（並非業務合併的一部
recognition of assets or liabilities that affect 分）初步確認所產生的暫時性差額，
neither accounting nor taxable profit (provided 以及與投資附屬公司及於聯營公司
they are not part of business combination), and 及合營企業之權益有關的暫時性差
temporary differences relating to investments in 額，惟就應課稅差額而言，僅以本
subsidiaries, and interests in associates and joint 集團可控制轉回時間且不大可能在
ventures, to the extent that, in the case of 可預見未來轉回的差額為限，而就
taxable differences, the Group controls the 可扣稅差額而言，則以可能在未來
timing of the reversal and it is probable that 轉回的差額為限。
differences will not reverse in the foreseeable
future, or in the case of deductible differences,
unless it is probable that they will reverse in the
future.
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ANNUAL REPORT 2019



Where investment properties are carried at their 對於以公平值入賬的投資物業，所
fair value, the amount of deferred tax 確認的遞延稅項金額乃按照假設於
recognised is measured using the tax rates that 報告日期將該等資產以賬面值出售
would apply on sale of those assets at their 所適用的稅率進行計量，除非該物
carrying value at the reporting date unless the 業為可折舊及以一個商業模式所持
property is depreciable and is held within a 有，而此模式的目的為不透過出售
business model whose objective is to consume 形式使用該物業包含的絕大部分經
substantially all of the economic benefits 濟利益。對於所有其他情況，已確
embodied in the property over time, rather 認的遞延稅項金額是按照變現或清
than through sale. In all other cases, the 償資產和負債賬面金額的預期方
amount of deferred tax recognised is measured 式，按報告期末實施或已實質頒佈
based on the expected manner of realisation or 的稅率計算。遞延稅項資產和負債
settlement of the carrying amount of the assets 均不貼現計算。
and liabilities, using tax rates enacted or
substantively enacted at the end of the
reporting period. Deferred tax assets and
liabilities are not discounted.
The carrying amount of deferred tax assets is 遞延稅項資產之賬面值會於各報告

reviewed at the end of each reporting period 期末檢討，並於不再可能取得足夠
and reduced to the extent that it is no longer 應課稅溢利以動用有關稅務得益時
probable that sufficient taxable profits will be 調低。任何減幅會於可能取得足夠
available to allow the related tax benefit to be 應課稅溢利時撥回。
utilised. Any such reduction is reversed to the
extent that it becomes probable that sufficient
taxable profits will be available.
Additional income taxes that arise from the 派發股息產生之額外所得稅於確認

distribution of dividends are recognised when 支付相關股息之負債時確認。
the liability to pay the related dividends is
recognised.
F-69


Current tax balances and deferred tax balances, 即期稅項結餘及遞延稅項結餘以及
and movements therein, are presented 有關變動均獨立呈列，不予抵銷。
separately from each other and are not offset. 倘於本公司或本集團具法定強制執
Current tax assets are offset against current tax 行權力可將即期稅項資產與即期稅
liabilities, and deferred tax assets against 項負債抵銷，並且符合以下額外條
deferred tax liabilities, if the Company or the 件的情況，則即期稅項資產與即期
Group has the legally enforceable right to set 稅項負債抵銷，而遞延稅項資產則
off current tax assets against current tax 與遞延稅項負債抵銷：
liabilities and the following additional
conditions are met:
• in the case of current tax assets and • 就即期稅項資產和負債而言，

liabilities, the Company or the Group 本公司或本集團計劃按淨額基
intends either to settle on a net basis, or 準結算，或同時變現該資產和
to realise the asset and settle the liability 清償該負債；或
simultaneously; or
• in the case of deferred tax assets and • 就遞延稅項資產和負債而言，

liabilities, if they relate to income taxes 如彼等與同一稅務機關就以下
levied by the same taxation authority on 其中一項徵收的所得稅有關：
either:
• the same taxable entity; or • 同一應稅實體；或
• different taxable entities, which, in • 不同的應稅實體。這些

each future period in which 實體計劃在日後每個預
significant amounts of deferred tax 計有大額遞延稅項負債
liabilities or assets are expected to 需要清償或大額遞延稅
be settled or recovered, intend to 項資產可以收回的期間
realise the current tax assets and 內，按淨額基準變現即
settle the current tax liabilities on a 期稅項資產和清償即期
net basis or realise and settle 稅項負債，或同時變現
simultaneously. 該資產和清償該負債。
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ANNUAL REPORT 2019


(o) Financial guarantees issued, (o) 已發出之財務擔保、撥備

provisions and contingent liabilities 及或然負債
(i) Financial guarantees issued (i) 已發出之財務擔保
A financial guarantee contract is a 財務擔保為一項合約，要求發
contract that requires the issuer to make 行人為彌償擔保受益人因特定
specified payments to reimburse the 債務人未有根據原有或經修訂
holder for a loss it incurs because a 債務工具之條款於到期時付款
specified debtor fails to make payment 所蒙受之損失而向持有人支付
when due in accordance with the original 特定款項。本集團所發出財務
or modified terms of a debt instrument. A 擔保合約如並非按公平值計入
financial guarantee contract issued by the 損益，則初步按公平值扣除與
Group and not designated as at fair value 發出財務擔保合約有關的直接
through profit or loss is recognised initially 交易成本確認。初步確認後，
at its fair value less transaction costs that 本集團以下列最高值計量財務
are directly attributable to the issue of the 擔保：(i)虧損撥備額，即根據
financial guarantee contract. Subsequent 附註4(l)(ii)會計政策計算的預
to initial recognition, the Group measures 期信貸虧損撥備；及(ii)初步確
the financial guarantee contact at the 認金額扣除（如適用）根據香港
higher of: (i) the amount of the loss 財務報告準則第15號原則確認
allowance, being the ECL provision 的累計攤銷金額。
measured in accordance with principles of
the accounting policy set out in note 4(l)
(ii); and (ii) the amount initially recognised
less, when appropriate, cumulative
amortisation recognised in accordance
with the principles of HKFRS 15.
(ii) Contingent liabilities assumed in (ii) 在業務合併中承擔之

business combinations 或然負債
Contingent liabilities assumed in a 在業務合併中承擔之或然負債
business combination which are present 乃屬於收購當日之現有責任，
obligations at the date of acquisition are 須按公平值初步確認（倘公平
initially recognised at fair value, provided 值能可靠計量）。按公平值初
the fair value can be reliably measured. 步確認後，該或然負債乃按初
After their initial recognition at fair value, 步確認金額減累計攤銷（如適
such contingent liabilities are recognised 用）及可根據以下第(iii) 項釐
at the higher of the amount initially 定之金額兩者中之較高者確
recognised, less accumulated amortisation 認。在業務合併中承擔之或然
where appropriate, and the amount that 負債如未能可靠計量，或於收
would be determined in accordance with 購當日並非現有責任，則根據
(iii) below. Contingent liabilities assumed 以下第(iii) 項披露。
in a business combination that cannot be
reliably fair valued or were not present
obligations at the date of acquisition are
disclosed in accordance with (iii) below.
F-71


provisions and contingent liabilities 及或然負債（續）
(Continued)
(iii) Other provisions and contingent (iii) 其他撥備及或然負債
liabilities
Provisions are recognised for other 如本集團或本公司須就過往事
liabilities of uncertain timing or amount 件承擔法律或推定責任，而履
when the Group or the Company has a 行有關責任極有可能導致經濟
legal or constructive obligation arising as 利益外流，並可作出可靠之估
a result of a past event, it is probable that 計，本集團或本公司便會就時
an outflow of economic benefits will be 間或金額不定之其他負債計提
required to settle the obligation and a 撥備。倘貨幣時間價值重大，
reliable estimate can be made. Where the 則按預計履行責任所需開支之
time value of money is material, 現值計提撥備。
provisions are stated at the present value
of the expenditure expected to settle the
obligation.
Where it is not probable that an outflow 倘經濟利益外流之可能性不

of economic benefits will be required, or 大，或無法就有關金額作出可
the amount cannot be estimated reliably, 靠之估計，則該責任將披露為
the obligation is disclosed as a contingent 或然負債，惟倘經濟利益外流
liability, unless the probability of outflow 之可能性極低則除外。倘本集
of economic benefits is remote. Possible 團之可能責任僅視乎某宗或多
obligations, whose existence will only be 宗未來事件是否發生始能確定
confirmed by the occurrence or non- 是否存在，亦會披露為或然負
occurrence of one or more future events 債，惟倘經濟利益外流之可能
are also disclosed as contingent liabilities 性極低則除外。
unless the probability of outflow of
economic benefits is remote.
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ANNUAL REPORT 2019


(p) Contract assets and contract (p) 合約資產及合約負債

liabilities
Upon entering into a contract with a customer, 在與客戶訂立合約時，本集團有權
the Group obtains rights to receive 收取來自客戶的代價，並承擔將貨
consideration from the customer and assumes 物或服務轉移至客戶的履約責任。
performance obligations to transfer goods or 該等權利及履約責任共同導致淨資
provide services to the customer. The 產或淨負債，視乎剩餘權利與履約
combination of those rights and performance 責任之間的關係而定。倘剩餘權利
obligations gives rise to a net asset or a net 的計量超過剩餘履約責任的計量，
liability depending on the relationship between 則該合約為一項資產，並確認為合
the remaining rights and the performance 約資產。反之，倘剩餘履約責任的
obligations. The contract is an asset and 計量超過剩餘權利的計量，則該合
recognised as contract assets if the measure of 約為一項負債，並確認為合約負債。
the remaining rights exceeds the measure of the
remaining performance obligations. Conversely,
the contract is a liability and recognised as
contract liabilities if the measure of the
remaining performance obligations exceeds the
measure of the remaining rights.
The Group recognises the incremental costs of 倘本集團預期將收回有關成本，則

obtaining a contract with a customer within 於合約資產內就獲得客戶合約確認
contract assets if the Group expects to recover 額外成本。
those costs.
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(q) Contract costs (q) 合約成本

The Group recognises an asset from the costs 本集團在該等成本符合以下所有標
incurred to fulfil a contract when those costs 準的情況下方會將履行合約所產生
meet all of the following criteria: 的成本確認為資產：
(a) The costs relate directly to a contract or (a) 成本直接與實體可明確識別的

to an anticipated contract that the entity 合約或預期合約有關；
can specifically identify;
(b) The costs generate or enhance resources (b) 成本產生或提升將用於履行

of the entity that will be used in satisfying （或繼續履行）未來履約責任的
(or in continuing to satisfy) performance 實體資源；及
obligations in the future; and
(c) The costs are expected to be recovered. (c) 預計成本將可收回。
The asset recognised is subsequently amortised 已確認資產其後應按與成本有關轉

to profit or loss on a systematic basis that is 移至客戶的貨品或服務相一致的基
consistent with the transfer to the customer of 準攤銷至損益。該資產須進行減值
the goods or services to which the cost relate. 評估。
The asset is subject to impairment review.
(r) Revenue Recognition (r) 收入確認

Revenue is measured at the fair value of the 收入乃按本集團日常業務過程中出
consideration received or receivable for the 售物業及服務已收或應收代價的公
sales of properties and services in the ordinary 平值計量，並經扣除折扣及抵銷與
course of the Group’s activities. Revenue is 集團公司之銷售後列賬。本集團於
shown, net of discounts and after eliminating 收入金額能可靠計量且可能有未來
sales with the Group companies. The Group 經濟利益流向實體及下文所述的各
recognises revenue when the amount of 項本集團業務的特定條件達成時確
revenue can be reliably measured; when it is 認收入。
probable that future economic benefits will flow
to the entity; and when specific criteria have
been met for each of the Group’s activities, as
described below.
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(r) Revenue Recognition (Continued) (r) 收入確認（續）

Revenue from contracts with 與客戶訂立合約的收入
customers
Revenues are recognised when or as the control 收入在當資產之控制權轉移給客戶
of the asset is transferred to the customer. 時確認。資產之控制權是在一段時
Depending on the terms of the contract and the 間內還是某一時點轉移，取決於合
laws that apply to the contract, control of the 同之條款約定與適用於合同之法律
asset may transfer over time or at a point in 規定。倘本集團滿足下列條件時，
time. Control of the asset is transferred over 資產之控制權在一段時間內可轉移：
time if the Group’s performance:
• provides all of the benefits received and • 如客戶同時收到且消耗所有利

consumed simultaneously by the customer; 益；或
or
• creates and enhances an asset that the • 在本集團履約時創建和增強資

customer controls as the Group performs; 產並由客戶控制該資產；或
or
• do not create an asset with an alternative • 並未產生讓本集團有替代用途

use to the Group and the Group has an 之資產，且本集團對至今已完
enforceable right to payment for 成履約之付款具有可強制執行
performance completed to date. 之權利。
If control of the asset transfers over time, 如果資產之控制權在一段時間內轉

revenue is recognised over the period of the 移，按在整個合同期間已完成履約
contract by reference to the progress towards 義務之進度進行收入確認。否則，
complete satisfaction of that performance 收入於客戶獲得資產控制權之時確
obligation. Otherwise, revenue is recognised at 認。
a point in time when the customer obtains
control of the asset.
If contracts involve the sale of multiple services, 如合約涉及銷售多項服務，則交易

the transaction price will be allocated to each 價格會按各自的獨立售價分配至各
performance obligation based on their relative 項履行的責任。如不可以直接得知
stand-alone selling prices. If the stand-alone 獨立售價，則會基於預計成本加利
selling prices are not directly observable, they 潤或經調整市場估值法分配，視乎
are estimated based on expected cost plus a 可知訊息程度而定。
margin or adjusted market assessment
approach, depending on the availability of
observable information.
F-75


customers (Continued) （續）
a) Sales of properties and a) 銷售物業及建築服務
construction services
Revenue from sales of properties is 如本集團履行銷售合約並不產
recognised over time when the Group’s 生本集團有其他用途的資產，
performance under the sale contract does 且本集團有可行使權利就當時
not create an asset with an alternative use 已履行責任要求付款，銷售物
to the Group and the Group has an 業所得收入在一段時期攤分確
enforceable right to payment for 認，否則銷售物業所得收入在
performance completed to date; otherwise 一個定時間確認。
revenue from sales of property is
recognised at point in time.
The progress towards complete 已完成履約義務的進度按本集

satisfaction of the performance obligation 團完成履約義務而付出的努力
is measured based on the Group’s efforts 或投入並參考每份合同截至報
or inputs to the satisfaction of the 告期末已產生的合約成本佔總
performance obligation, by reference to 預計成本之比例計量。
the contract costs incurred up to the end
of reporting period as a percentage of
total estimated costs for each contract.
For property development and sales 對於物業開發及在某一時點轉

contract for which the control of the 移物業控制權的銷售合同，收
property is transferred at a point in time, 入於客戶獲得實物所有權或已
revenue is recognised when the customer 竣工物業的法定所有權且本集
obtains the physical possession or the 團現時有權付款並很可能收回
legal title of the completed property and 對價時確認。
the Group has present right to payment
and the collection of the consideration is
probable.
In determining the transaction price, the 在確定交易價格時，若融資成

Group adjusts the promised amount of 份重大，本集團將根據融資成
consideration for the effect of a financing 份來調整承諾代價。
component if it is significant.
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ANNUAL REPORT 2019



a) Sales of properties and a) 銷售物業及建築服務
construction services （續）
(Continued)
For construction services, the Group’s 就建築服務而言，由於涉及創
performance creates or enhances an asset 造或提升資產，本集團的履約
or work in progress that the customer 創造或提升客戶控制的資產或
controls as the asset is created or 在建工程，本集團因此達成履
enhanced, thus the Group satisfies a 約責任並在一段時間內參考截
performance obligation and recognises 至報告期末產生的實際成本佔
revenue over time, by reference to 各合約的總估計成本的百分比
completion of the specific transaction 評估特定交易的完成情況來確
assessed on the basis of the actual costs 認收入。
incurred up to the end of the reporting
period as a percentage of total estimated
costs for each contract.
b) Sales of goods b) 貨品銷售

Revenue from sales of goods are 貨品銷售收入於貨品付運至客
recognised when goods are delivered at 戶處所時（即客戶已接受貨品
customers’ premises which is taken to be 及所有權的相關風險與回報的
the point in time when the customer has 時間點）確認入賬。收入不包
accepted the goods and the related risks 括增值稅或其他銷售稅，並已
and rewards of ownership. Revenue 扣減任何貿易折扣。
excludes value added tax or other sales
taxes and is after deduction of any trade
discounts.
c) Building management service c) 樓宇管理服務收入

income
Building management service income is 樓宇管理服務收入於提供服務
recognised over the relevant period in 之有關期間確認入賬。
which the services are rendered.
d) Hotel operation d) 酒店營運

Revenue from hotel operations and related 酒店營運及有關服務之收入在
services is recognised when the relevant 提供有關服務時確認入賬。
services are provided.
F-77


e) Interest income from a financial e) 金融資產之利息收入
asset
Interest income from a financial asset is 金融資產之利息收入乃根據尚
recognised as it accrues on a time basis, 未償還本金額及適用實際利
by reference to the principal outstanding 率，按時間基準累計確認入
and at the effective interest rate 賬，而實際利率乃將估計未來
applicable, which is the rate that exactly 現金收入通過金融資產預計有
discounts the estimated future cash 效期準確地折現為該資產之賬
receipts through the expected life of the 面淨值之利率。
financial asset to that asset’s net carrying
amount.
f) Dividend income f) 股息收入

Dividend income from investments is 投資之股息收入於本集團收取
recognised when the Group’s rights to 付款之權利確立時確認入賬。
receive payment is established.
g) Rental income g) 租金收入

Rental income receivable under operating 經營租約之應收租金收入於有
leases is recognised in profit or loss on a 關租賃期以直線法在損益確認
straight-line basis over the term of the 入賬。
relevant lease.
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ANNUAL REPORT 2019


(s) Translation of foreign currencies (s) 外幣換算

In preparing the financial statements of each 於編製各個別集團實體之財務報表
individual group entity, transactions in 時，倘交易之貨幣與該實體之功能
currencies other than the functional currency of 貨幣不同（指外幣），則以功能貨幣
that entity (foreign currencies) are recorded in （即實體經營業務之主要經濟環境之
the respective functional currency (i.e. the 貨幣）按交易日期適用之匯率換算入
currency of the primary economic environment 賬。於每個報告期末，以外幣列值
in which the entity operates) at the rates of 之貨幣項目按財務狀況表日期適用
exchanges prevailing on the dates of the 之匯率重新換算。以外幣列值按公
transactions. At the end of each reporting 平值入賬之非貨幣項目，按釐定公
period, monetary items denominated in foreign 平值日期之適用匯率重新換算。然
currencies are retranslated at the rates 而，以外幣列值以歷史成本計量之
prevailing on the statement of financial position 非貨幣項目則不作重新換算。
date. Non-monetary items carried at fair value
that are denominated in foreign currencies are
retranslated at the rates prevailing on the date
when the fair value was determined. Non-
monetary items that are measured in terms of
historical cost in a foreign currency are not
retranslated.
Exchange differences arising on the settlement 於結算貨幣項目及換算貨幣項目時

of monetary items, and on the translation of 產生之匯兌差額，於產生期間在損
monetary items, are recognised in profit or loss 益確認。以公平值列賬之非貨幣項
in the period in which they arise. Exchange 目經重新換算後所產生之匯兌差
differences arising on the retranslation of non- 額，會於該期間列入損益，惟將收
monetary items carried at fair value are 益及虧損直接確認為權益之非貨幣
included in profit or loss for the period except 項目經重新換算後所產生之差額則
for differences arising on the retranslation of 除外，在此情況下，匯兌差額亦直
non-monetary items in respect of which gains 接在權益中確認。
and losses are recognised directly in equity, in
which cases, the exchange differences are also
recognised directly in equity.
F-79

(s) Translation of foreign currencies (s) 外幣換算（續）

(Continued)
For the purposes of presenting the 就呈列綜合財務報表而言，本集團
consolidated financial statements, the assets 海外經營業務之資產與負債乃按於
and liabilities of the Group’s foreign operations 報告期末之適用匯率換算為本集團
are translated into the presentation currency of 之列賬貨幣（即港元），而該等業務
the Group (i.e. Hong Kong dollars) at the rate 之收入及支出乃按該年度之平均匯
of exchange prevailing at the end of the 率進行換算，除非匯率於該期間內
reporting period, and their income and 出現大幅波動，則會採用於交易當
expenses are translated at the average 日之適用匯率。所產生之匯兌差額
exchange rates for the year, unless exchange （如有）乃於其他全面收益內確認，
rates fluctuate significantly during the period, in 並累計為股權之獨立部分（即匯兌儲
which case, the exchange rates prevailing at the 備）。該匯兌差額乃於海外業務被出
dates of transactions are used. Exchange 售之期間內於損益確認。
differences arising, if any, are recognised in OCI
and accumulated as a separate component of
equity (the translation reserve). Such exchange
differences are recognised in profit or loss in
the period in which the foreign operation is
disposed of.
(t) Borrowing costs (t) 借貸成本

Borrowing costs that are directly attributable to 借貸成本是由一項必須經過較長時
the acquisition, construction or production of an 期準備方可作擬定用途使用或出售
asset which necessarily takes a substantial 的資產的收購、建設或生產而直接
period of time to get ready for its intended use 產生並予以資本化為該項資產成本
or sale are capitalised as part of the cost of 的一部份。其他借貸成本於產生時
that asset. Other borrowing costs are expensed 計入費用。
in the period in which they are incurred.
The capitalisation of borrowing costs as part of 對於符合資本化條件的資產，會於

the cost of a qualifying asset commences when 資產開始產生開支時、開始產生借
expenditure for the asset is being incurred, 貸成本時及就擬定用途或出售進行
borrowing costs are being incurred and 所需準備活動時將借貸成本資本
activities that are necessary to prepare the 化。當符合資本化條件的資產為達
asset for its intended use or sale are in 到擬定用途或銷售所需的絕大部分
progress. Capitalisation of borrowing costs is 準備活動中斷或已完成，將暫停或
suspended or ceases when substantially all the 停止借貸成本資本化。
activities necessary to prepare the qualifying
asset for its intended use or sale are
interrupted or completed.
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ANNUAL REPORT 2019


(u) Government grants (u) 政府補貼

Government grants are recognised as income 政府補貼按需要配對相關成本之期
over the periods necessary to match them with 間確認為收入。有關可折舊資產之
the related costs. Grants related to depreciable 補貼列賬為自相關資產賬面值所作
assets are presented as a deduction from the 之扣減，並按資產可使用年期轉撥
carrying amount of the relevant asset and are 收入。有關開支項目之補貼按該等
released to income over the useful lives of the 開支自綜合損益表扣除之相同期間
assets. Grants related to expense items are 確認，並獨立呈列為其他收入。
recognised in the same period as those
expenses are charged in the consolidated
statement of profit or loss and are reported
separately as other income.
(v) Impairment of assets (other than (v) 資產減值（金融資產除外）

financial assets)
At the end of each reporting period, the Group 本集團檢討各申報期間結束時以下
reviews the carrying amounts of the following 資產的賬面值，以確定有否蹟象該
assets to determine whether there is any 等資產有減值虧損或之前已確認的
indication that those assets have suffered an 減值虧損已不再存在或有所減少：
impairment loss or an impairment loss
previously recognised no longer exists or may
have decreased:
— property, plant and equipment/investment — 根據成本模式計量物業、廠房

property under cost model; 及設備 ╱ 投資物業；
— interests in leasehold land held for own use — 根據營運租賃持有自用的租賃

under operating leases; and 土地權益；及
— investments in subsidiaries, associates and — 於附屬公司、聯營公司及合營

joint ventures. 公司的投資。
F-81

(v) Impairment of assets (other than (v) 資產減值（金融資產除外）

financial assets) (Continued) （續）
If the recoverable amount (i.e. the greater of 如估計資產的可收回金額（即公平值
the fair value less costs of disposal and value in 扣除出售成本後的金額與使用價值
use) of an asset is estimated to be less than its 兩者的較高者）低於賬面值，則將資
carrying amount, the carrying amount of the 產賬面值降至可收回金額。減值虧
asset is reduced to its recoverable amount. An 損即時確認為開支，除非有關資產
impairment loss is recognised as an expense 是根據香港財務報告準則以重估值
immediately, unless the relevant asset is carried 入賬，則減值虧損會根據香港財務
at a revalued amount under another HKFRS, in 報告準則列為重估減值。
which case the impairment loss is treated as a
revaluation decrease under that HKFRS.
Where an impairment loss subsequently 當減值虧損其後逆轉，則資產賬面

reverses, the carrying amount of the asset is 值增至修訂後的可收回金額，惟所
increased to the revised estimate of its 增加後的賬面值不得超過假若往年
recoverable amount, to the extent that the 並無確認減值虧損的情況下資產應
increased carrying amount does not exceed the 有的賬面值。減值虧損的逆轉即時
carrying amount that would have been 確認為收入，除非有關資產是根據
determined had no impairment loss been 香港財務報告準則以重估值入賬，
recognised for the asset in prior years. A 則減值虧損逆轉會根據香港財務報
reversal of an impairment loss is recognised as 告準則列為重估增值。
income immediately, unless the relevant asset is
carried at a revalued amount under another
HKFRS, in which case the reversal of the
impairment loss is treated as a revaluation
increase under that HKFRS.
Value in use is based on the estimated future 使用價值是基於估計資產所得未來

cash flows expected to be derived from the 現金流量而估計折算的現值，所採
asset discounted to their present value using a 用的稅前折算比率反映當時市場所
pre-tax discount rate that reflects current 估計金錢的時間價值及該項資產或
market assessments of the time value of money 現金產生單位的特定風險。
and the risks specific to the asset or cash
generating unit.
F-82
ANNUAL REPORT 2019


(w) Related parties (w) 關連人士

(a) A person, or a close member of that (a) 在下列情況下，該人士或該人
person’s family, is related to the Group if 士家族之近親與本集團有關
that person: 連：
(i) has control or joint control over the (i) 對本集團有控制權或共

Group; 同控制權之人士；
(ii) has significant influence over the (ii) 對本集團有重大影響力

Group; or 之人士；或
(iii) is a member of the key management (iii) 本集團或本集團母公司

personnel of the Group or the 之主要管理人員。
Group’s parent.
(b) An entity is related to the Group if any of (b) 如符合下列任何條件，該實體

the following conditions applies: 與本集團有關連：
(i) the entity and the Group are (i) 該實體及本集團為同一

members of the same group (which 集團之成員公司（即母公
means that each parent, subsidiary 司、附屬公司及同系附
and fellow subsidiary is related to 屬公司各自互有關連）
；
the others);
(ii) one entity is an associate or joint (ii) 其中一個實體為另一實

venture of the other entity (or an 體（或其中一間集團成員
associate or joint venture of a 公司之聯營公司或合營
member of a group of which the 公司而另一實體為成員
other entity is a member); 公司之一）之聯營公司或
合營企業；
(iii) both entities are joint ventures of the (iii) 兩個該實體為同一第三

same third party; 方之合營企業；
(iv) one entity is a joint venture of a third (iv) 其中一個實體為一名第

entity and the other entity is an 三方之合營企業，而另
associate of the third entity; 一實體為該第三方之聯
營公司；
F-83

(w) Related parties (Continued) (w) 關連人士（續）

the following conditions applies: 與本集團有關連：（續）
(Continued)
(v) the entity is a post-employment (v) 該實體為就本集團或與
benefit plan for the benefit of 本集團有關之實體之僱
employees of either the Group or an 員福利而設之退休福利
entity related to the Group; 計劃；
(vi) the entity is controlled or jointly (vi) 該實體為由(a)段所指明

controlled by a person identified in 之人士控制或共同控制；
(a);
(vii) a person identified in (a)(i) has (vii) (a)(i)分段所指之人士對

significant influence over the entity 該實體有重大影響力，
or is a member of the key 或該人士為該實體（或該
management personnel of the entity 實體母公司）之主要管理
(or of a parent of the entity); and 人員；及
(viii) the entity, or any member of a group (viii) 實體或實體作為集團任

of which it is a part, provides key 何成員公司其中一部分
management personnel services to 向本集團或本集團的母
the Group or to the Group’s parent. 公司提供主要管理人員
服務。
Close members of the family of a person 一位人士的直系親屬成員是指

are those family members who may be 有關人士在與實體交易時，預
expected to influence, or be influenced 期可影響或受該人士影響的親
by, that person in their dealings with the 屬成員，包括：
entity and include:
(i) that person’s children and spouse of (i) 該人士的子女及境內合

domestic partner; 夥人之配偶；
(ii) children of that person’s spouse or (ii) 該人士配偶或境內合夥

domestic partner; and 人之子女；及
(iii) dependents of that person or that (iii) 該人士、其配偶或境內

person’s spouse or domestic 合夥人之贍養家屬。
partner.
F-84
ANNUAL REPORT 2019

5. CRITICAL ACCOUNTING 5. 關鍵會計判斷及估計不明朗
JUDGMENTS AND KEY SOURCES 因素之主要來源
OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, 於應用本集團會計政策時，本公司董事須
the directors of the Company are required to make 對無法依循其他途徑即時得知之資產及負
judgements, estimates and assumptions about the 債賬面值作出判斷、估計及假設。該等估
carrying amounts of assets and liabilities that are not 計及相關假設乃根據過往經驗及認為相關
readily apparent from other sources. The estimates 之其他因素而作出。實際結果可能有別於
and associated assumptions are based on historical 該等估計。
experience and other factors that are considered to
be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are 該等估計及相關假設會持續檢討。修訂會

reviewed on an ongoing basis. Revisions to 計估計時，如有關修訂僅影響修訂估計之
accounting estimates are recognised in the period in 期間，則修訂會計估計會於該段期間確
which the estimate is revised if the revision affects 認；如修訂影響當期及以後期間，則於修
only that period, or in the period of the revision and 訂期間及以後期間確認。
future periods if the revision affects both current and
future periods.
The following are the key assumptions concerning 以下為有關未來之主要假設及於報告期末

the future, and other key sources of estimation 估計不明朗因素之其他主要來源，其有極
uncertainty at the end of the reporting period, that 大風險導致需對下一個財政年度資產及負
have a significant risk of causing a material 債賬面值造成重大調整。
adjustment to the carrying amounts of assets and
liabilities within the next financial year.
F-85
JUDGMENTS AND KEY SOURCES 因素之主要來源（續）
(Continued)
Estimated net realisable value of 發展中物業及持作出售物業之

properties under development and held 估計可變現淨值
for sale
Management reviews the net realisable value of the 每當有任何事件或情況轉變而顯示本集團
Group’s properties under development and held for 資產之賬面值高於可變現淨值，管理層會
sale with reference to its estimated costs to 根據其估計完成成本、擬定用途及現行市
completion, intended use and current market 場狀況審閱發展中及持作出售物業之可變
environment whenever events or changes in 現淨值。如有客觀證據顯示資產已減值，
circumstances indicate that the carrying amount of 則將有關資產適當地撇銷至其估計可變現
the assets exceeds its net realisable value. 淨值，並於損益確認撇銷金額。
Appropriate write-off to estimated net realisable
value is recognised in profit or loss when there is
objective evidence that the asset is impaired.
In determining whether write-off of properties under 釐定發展中物業及持作出售物業是否需要

development and held for sale is required, the Group 撇銷時，本集團會考慮此等物業之擬定用
takes into consideration the intended use of the 途、估計完成成本、現行市場狀況、此等
properties, the estimated costs to completion, the 物業之估計市值及╱或預期收取之未來現
current market environment, the estimated market 金流量之現值。確認之撇銷款額乃估計未
value of the properties and/or the present value of 來現金流量及估計市值兩者之較高者。如
future cash flows expected to receive. Write-off is 市場環境╱情況或估計完成成本有重大轉
recognised based on the higher of estimated future 變，而令該等物業權益之可變現淨值減
cash flows and estimated market value. If the market 少，則可能須作出額外撇銷虧損。於二零
environment/circumstances or estimated costs to 一九年十二月三十一日，發展中及持作出
completion changes significantly, resulting in a 售物業的賬面值為86,983,568,000港元（二
decrease in the net realisable value of these 零一八年：81,083,528,000港元）（扣除累
properties interest, additional write-off loss may be 計減值虧損1,308,745,000港元（二零一八
required. As at 31 December 2019, the carrying 年：335,619,000港元））。
amounts of properties under development and held
for sale are HK$86,983,568,000 (2018:
HK$81,083,528,000) (net of accumulated impairment
loss of HK$1,308,745,000 (2018: HK$335,619,000)).
F-86
ANNUAL REPORT 2019

(Continued)
Estimated impairment of short-term loan 應收短期貸款及其他應收賬款

receivables and other receivables 之估計減值
In determining whether there is objective evidence of 於釐定是否存在減值虧損之客觀證據時，
impairment loss, the Group takes into consideration 本集團考慮估計之未來現金流量。減值虧
the estimation of future cash flows. The amount of 損乃按資產之賬面值與估計未來現金流量
the impairment loss is measured as the difference 現值（不包括仍未發生的未來信貸虧損）間
between the asset’s carrying amount and the present 之差額計量，而有關現金流量現值乃以金
value of estimated future cash flows (excluding future 融資產之原實際利率（即初步確認時用於
credit losses that have not been incurred) discounted 計算之實際利率）折現得出。倘實際未來
at the financial asset’s original effective interest rate 現金流量低於預期，則可能產生重大減值
(i.e. the effective interest rate computed at initial 虧損。於二零一九年十二月三十一日，應
recognition). Where the actual future cash flows are 收貸款及其他應收賬款之賬面值分別為
less than expected, a material impairment loss may 195,666,000港元（二零一八年：
arise. As at 31 December 2019, the carrying amounts 216,021,000港元）（扣除呆賬撥備
of loan receivables and other receivables are 25,121,000港元（二零一八年：25,121,000
HK$195,666,000. (2018: HK$216,021,000) (net of 港元））及5,595,985,000港元（二零
allowance for doubtful debts of HK$25,121,000 (2018: 一八年：4,921,711,000港元）
（扣除呆賬撥
HK$25,121,000)) and HK$5,595,985,000 (2018: 備92,610,000港元（二零一八年：
HK$4,921,711,000) (net of allowance for doubtful 123,548,000港元））。詳情載於附註27及
debts of HK$92,610,000 (2018: HK$123,548,000)), 28。
respectively. More details are given in notes 27 and
28.
F-87
(Continued)
Estimation of fair value of investment 估計投資物業之公平值

properties
Investment properties were revalued as at 31 投資物業於二零一九年十二月三十一日由
December 2019 based on the appraised market value 獨立專業估值師按經評定之市值進行重
by independent professional valuer. Such valuations 估。有關估值乃根據若干假設進行，故當
were based on certain assumptions, which are subject 中仍有不明確因素，並可能會與實際結果
to uncertainty and might materially differ from the 有重大差異。於作出估計時，本集團已考
actual results. In making the estimate, the Group 慮活躍市場中類似物業之現行市價，並運
considers information from current prices in an active 用主要根據各報告期末之市況作出之假
market for similar properties and uses assumptions 設。
that are mainly based on market conditions existing
at the end of each reporting period.
The fair value measurement utilises market 公平價值計量於可行範圍內盡量使用市場

observable inputs and data as far as possible. Inputs 可觀察輸入數據及數據。於釐定公平價值
used in determining fair value measurements are 計量時使用的輸入數據，根據所運用估值
categorised into different levels based on how 技術中使用的輸入數據的可觀察程度，分
observable the inputs used in the valuation 類為不同層級（「公平價值層級」）：
technique utilised are (the “fair value hierarchy”):
• Level 1: Quoted prices in active markets for • 層級1：相同項目於活躍市場的報價

identical items (unadjusted); （未作調整）；
• Level 2: Observable direct or indirect inputs other • 層級2：直接或間接可觀察的輸入數據

than Level 1 inputs; （不包括層級1 輸入數據）；
• Level 3: Unobservable inputs (i.e. not derived from • 層級3：不可觀察的輸入數據（即並非

market data). 源自市場數據）。
The classification of an item into the above levels is 項目於上述層級的分類乃根據所使用的對

based on the lowest level of the inputs used that has 該項目之公平價值計量有重大影響的輸入
a significant effect on the fair value measurement of 數據的最低層級確定。項目在層級之間的
the item. Transfers of items between levels are 轉移於發生期間確認。
recognised in the period they occur.
F-88
ANNUAL REPORT 2019

(Continued)
Estimation of fair value of investment 估計投資物業之公平值（續）

properties (Continued)
The principal assumptions for the Group’s estimation 本集團估計公平值時所作之主要假設包括
of the fair value include those related to current 相同地點及狀況之類似物業之現行市值租
market rents for similar properties in the same 金、適當之折現率、預計未來市值租金及
location and condition, appropriate discount rates, 未來維修保養成本。於二零一九年十二月
expected future market rents and future maintenance 三十一日，投資物業之賬面值為
costs. The carrying amount of investment properties 12,115,132,000港元（二零一八年：
at 31 December 2019 was HK$12,115,132,000 (2018: 12,571,809,000港元）。詳情載於附註16。
HK$12,571,809,000). More details are given in note
16.
PRC enterprise income tax and deferred 中國企業所得稅及遞延稅項

taxation
The Group is subject to income taxes in Mainland 本集團須繳交中國內地所得稅。由於地方
China. As a result of the fact that certain matters 稅務局仍未確定有關所得稅之若干事項，
relating to the income taxes have not been 故釐定所得稅撥備時須基於現行稅法、法
confirmed by the local tax bureau, objective estimate 規及其他相關政策作出客觀估計及判斷。
and judgment based on currently enacted tax laws, 倘該等事項最終之稅務結果與原先入賬之
regulations and other related policies are required in 金額不同，則會影響差額變現期間之所得
determining the provision of income taxes to be 稅及稅項撥備。
made. Where the final tax outcome of these matters
is different from the amounts originally recorded, the
differences will have impact on the income tax and
tax provisions in the period in which the differences
realise.
Deferred tax assets relating to certain temporary 與若干暫時差額及稅務虧損有關的遞延稅

differences and tax losses are recognised when 項資產在管理層認為未來會有應課稅溢利
management considers to be probable that future 可以用於抵銷時確認，實際未必有如預料
taxable profit will be available against which the 可用。
temporary differences or tax losses can be utilised.
The outcome of their actual utilisation may be
different.
F-89
(Continued)
PRC land appreciation tax (“LAT”) 中國土地增值稅

（「土地增值稅」）
The Group is subject to LAT in Mainland China. The 本集團須繳交中國內地土地增值稅。土地
provision of LAT is based on management’s best 增值稅之撥備乃基於管理層對有關中國稅
estimates according to the understanding of the 務法律及法規所載規定之理解作出之最佳
requirements set forth in the relevant PRC tax laws 估計。實際土地增值稅負債於物業開發項
and regulations. The actual LAT liabilities are subject 目竣工後由稅務機關釐定。本集團尚未與
to the determination by the tax authorities upon the 稅務機關就其若干物業開發項目完成釐定
completion of the property development projects. 土地增值稅計算方法及付款。最終結果可
The Group has not finalised its LAT calculation and 能有別於初步入賬之款額。
payments with the tax authorities for its certain
property development projects. The final outcome
could be different from the amounts that were
initially recorded.
Revenue recognition 收入確認

Revenue from sales of properties is recognised over 物業銷售收入於本集團的履約並未產生本
time when the Group’s performance do not create an 集團有替代用途之資產，且本集團對至今
asset with an alternative use to the Group and the 已完成履約之付款具有可強制執行之權利
Group has an enforceable right to payment for 時按一段時間確認。否則，收入於買方取
performance completed to date; otherwise, revenue 得對已竣工物業的控制權時確認。由於與
is recognised at a point in time when the buyer 客戶的合約限制，本集團不得更改或替換
obtains control of the completed property. The 物業單位或將物業單位重新定向為另一用
Group may not change or substitute the property 途，因此物業單位對本集團並無其他用
unit or redirect the property unit for another use due 途。是否存在可強制執行的支付權取決於
to the contractual restrictions with the customer and 銷售合約條款及適用於銷售合約的法律詮
thus the property unit does not have an alternative 釋，需要管理層作出重大判斷。本集團已
use to the Group. Significant management’s 就銷售合約付款權的可執行性獲得法律顧
judgements were involved in determining whether 問意見。管理層根據法律顧問意見判斷適
there is an enforceable right to payment which 用法律的詮譯，認為銷售合約分為對付款
depends on the terms of sales contract and the 有執行權與無執行權。
interpretation of the applicable laws governing the
sales contracts. The Group obtained legal counsel
opinion regarding the enforceability of the right to
payment for sales contracts. Management uses
judgements in interpreting the applicable laws, based
on legal counsel opinion, to identify sales contracts
with right to payment and those without.
F-90
ANNUAL REPORT 2019

6. CAPITAL RISK MANAGEMENT 6. 資本風險管理
The Group manages its capital to ensure that entities 本集團管理資本之目的乃確保本集團內各

in the Group will be able to continue as a going 實體可以持續方式經營，同時透過優化負
concern while maximising the return to owners of the 債與股權間之平衡，為本公司擁有人帶來
Company through the optimisation of the debt and 最大回報。本集團之整體策略自上一年度
equity balance. The Group’s overall strategy remains 起維持不變。
unchanged from prior year.
The capital structure of the Group consists of debt, 本集團資本架構由負債（包括附註35及36

which includes the borrowings disclosed in notes 35 所披露之借貸及附註18所披露的租賃負
and 36, lease liabilities disclosed in note 18, cash 債）、現金及等同現金及本公司擁有人應
and cash equivalents and equity attributable to 佔權益（包括已發行股本、儲備、累計溢
owners of the Company, comprising issued share 利及非控股權益）所組成。
capital, reserves and accumulated profits and non-
controlling interests.
The directors of the Company review the capital 本公司董事每半年檢討資本架構一次。在

structure on a semi-annual basis. As part of this 檢討之過程中，董事會考慮資本成本及與
review, the directors consider the cost of capital and 各類資本有關之風險。本集團會根據董事
the risks associated with each class of capital. Based 之推薦建議，透過派付股息、發行新股、
on recommendations of the directors, the Group will 購回股份及發行新債或贖回現有負債，平
balance its overall capital structure through the 衡其整體資本架構。
payment of dividends, new share issues and share
buy-backs as well as the issue of new debt or the
redemption of existing debt.
Consistent with others in the industry, the Group 與業內其他公司一致，本集團按資產負債

monitors capital on the basis of the gearing ratio. 比率監察資本。有關比率以債務淨額除以
This ratio is calculated as net debt divided by total 資本總額計算。債務淨額以銀行及其他借
capital. Net debt is calculated as total bank and 貸總額、應付票據及租賃負債減銀行結
other borrowings, notes payable and lease liabilities 存、存款及現金計算。資本總額計算為綜
less bank balances, deposits and cash. Total capital is 合財務狀況表所示之「股權」加債務淨額。
calculated as “equity”, as shown in the consolidated
statement of financial position, plus net debt.
F-91
6. CAPITAL RISK MANAGEMENT 6. 資本風險管理（續）

(Continued)
The gearing ratios at 31 December 2019 and 2018 於二零一九年及二零一八年十二月三十一

were as follows: 日之資產負債比率如下：
2019 2018
HK$’000 HK$’000
千港元千港元
Total bank and other borrowings 銀行及其他借貸總額

(note 35) （附註35） 59,539,413 50,301,219
Notes payable (note 36) 應付票據（附註36） 4,677,778 4,704,598
Lease liabilities (note 18) 租賃負債（附註18） 5,703 —
Less: Bank balances, deposits and 減：銀行結存、存款及
cash (note 33) 現金（附註33） (27,480,746) (23,152,884)
Net debt 債務淨額 36,742,148 31,852,933
Total capital 資本總額 71,659,287 64,412,346
Gearing ratio 資產負債比率 51% 50%
F-92
ANNUAL REPORT 2019

7. FINANCIAL INSTRUMENTS AND 7. 金融工具及財務風險管理

FINANCIAL RISK MANAGEMENT
(a) Categories of financial instruments (a) 金融工具分類

The following table shows the carrying amount 下表示列金融資產及負債的賬面值：
of financial assets and liabilities:
2019 2018
HK$’000 HK$’000
千港元千港元
Financial assets 金融資產

Loans and receivables 貸款及應收賬款
— Loan receivables — 應收貸款 195,666 216,021
— Trade and other — 應收貿易及其他賬款
receivables 5,538,236 4,896,468
— Amounts due from — 應收聯營公司款項
associates 2,516,118 1,228,259
— Amounts due from joint — 應收合營企業款項
ventures 5,080,256 3,015,072
— Amounts due from non- — 應收附屬公司
controlling shareholders 非控股股東款項
— Pledged bank deposits — 已抵押銀行存款 433,580 4,201,597
— Bank balances, deposits — 銀行結存、存款
and cash 及現金 27,480,746 23,152,884
Financial assets at fair value 按公平值計入損益之
through profit or loss 金融資產 544,624 426,941
Financial liabilities 金融負債

Amortised costs 攤銷成本
— Trade and other payables — 應付貿易及其他賬款 20,527,911 19,616,373
— Property rental deposits — 物業租金按金 130,162 122,336
— Amount due to an — 應付一間聯營公司
associate 款項 81,722 —
— Amounts due to joint — 應付合營企業款項
ventures 1,688,741 3,518,574
— Amount due to the ultimate — 應付最終控股公司
holding company 款項 20,925 52,571
— Amount due to an — 應付一間中間控股
intermediate holding 公司款項
company 3,102 3,209
— Amounts due to fellow — 應付同系附屬公司
subsidiaries 款項 539 1,377
— Amounts due to non- — 應付附屬公司非控股
controlling shareholders 股東款項
of subsidiaries 2,491,584 2,395,404
— Bank and other borrowings — 銀行及其他借貸 59,539,413 50,301,219
— Notes payable — 應付票據 4,677,778 4,704,598
— Lease liabilities — 租賃負債 1,579 —
— Loan from a fellow — 一間同系附屬公司
subsidiary 貸款 200,000 206,897
F-93

FINANCIAL RISK MANAGEMENT （續）
(Continued)
(b) Financial risk management (b) 財務風險管理目標及政策

objectives and policies
Exposure to market risks (currency risk, interest 本集團在日常業務過程中面臨市場
rate risk and other price risk), credit risk and 風險（貨幣風險，利率風險及其他價
liquidity risk arises in the normal course of the 格風險）、信貸風險及流動資金風
Group’s business. The policies on how to 險。減輕該等風險之政策現載列如
mitigate these risks are set out below. The 下。管理層管理及監控上述風險，
management manages and monitors these 以確保可合時有效地實施適當措施。
exposures to ensure appropriate measures are
implemented on a timely and effective manner.
Market risk 市場風險

The Group’s activities expose it primarily to the 本集團之業務主要面對匯率、利率
financial risks of changes in foreign currency 及股本證券價格變動之財務風險。
rates, interest rates and equity security prices. 市場風險進一步以敏感度分析計
Market risk exposures are further measured by 量。本集團面對之市場風險或其管
sensitivity analysis. There has been no 理及計量風險之方式並無重大變
significant change to the Group’s exposure to 動。各類市場風險之詳情載述如下：
market risks or the manner in which it manages
and measures the risk. Details of each type of
market risks are described as follows:
(i) Currency risk (i) 貨幣風險

Currency risk refer to the risk that the fair 貨幣風險指金融工具的公平值
value or future cash flows of a financial 或未來現金流由於匯率轉變波
動的風險。本集團主要在中港
instrument will fluctuate because of
兩地經營，本公司及附屬公司
charges in foreign exchange rates. The
的功能貨幣是港元與人民幣。
Group mainly operates in Hong Kong and
本集團承受相對本集團各公司
the PRC. The functional currency of the 功能貨幣的外匯波動風險。
Company and its subsidiaries are HK$ and
RMB. The Group is exposed to currency
risk arising from fluctuations on foreign
currencies against the functional
currencies of the Group entities.
F-94
ANNUAL REPORT 2019


(Continued)

objectives and policies (Continued) （續）
Market risk (Continued) 市場風險（續）
(i) Currency risk (Continued) (i) 貨幣風險（續）
The Group’s revenue are mostly 本集團之收入大部分以人民幣
denominated in Renminbi (“RMB”), （「人民幣」）列值，然而，本集
however, the Group also undertakes 團亦進行以外幣列值之若干交
certain transactions denominated in 易，故需面對貨幣風險。此
foreign currencies, hence exposures to 外，貨幣風險亦來自向中國附
currency risk. In addition, the currency risk 屬公司提供資金。給予附屬公
also arises from funding to its subsidiaries 司之貸款一般以人民幣列值，
in the PRC. These loans to its subsidiaries 而資金來源則一般以港元及美
are normally denominated in RMB while 元（「美元」）列值。
the sources of funding are usually
denominated in Hong Kong dollars and
United States dollars (“US$”).
Since Hong Kong dollars is being pegged 由於港元與美元掛鈎，港元兌

to US$, material fluctuations in exchange 美元匯率出現大幅波動的機會
rates of Hong Kong dollars against US$ 極微。
are remote.
The Group currently does not use any 本集團目前並無使用任何衍生

derivative contracts to hedge against its 工具合約對沖其貨幣風險。管
exposure to currency risk. The 理層乃透過密切監察外幣匯率
management manages its currency risk by 變動以管理其外幣風險，並會
closely monitoring the movement of the 於有需要時考慮對沖重大貨幣
foreign currency rate and consider 風險。
hedging significant foreign currency
exposure should the need arise.
F-95

(Continued)

The following table details the Group’s 下表詳列本集團於二零一九年
exposure as at 31 December 2019 that 十二月三十一日來自以相關實
the currency risk arising from recognised 體功能貨幣及美元以外之貨幣
assets or liabilities denominated in a 列值之已確認資產或負債所產
currency other than the functional 生之貨幣風險。
currency and US$ of the entity to which
they relate.
2019 2018
RMB’000 RMB’000
人民幣千元人民幣千元
Bank balances, deposits and 銀行結存、存款及

cash 現金 23,722 13,863
Short-term loans to 授予附屬公司之
subsidiaries 短期貸款 7,320,531 7,615,665
Gross exposure arising from 已確認資產所產生之

recognised assets 風險總額 7,344,253 7,629,528
F-96
ANNUAL REPORT 2019


(Continued)

The following table indicates the 下表列示倘本集團於報告期末
approximate change in the Group’s profit 面對重大風險的外幣匯率於該
after tax and accumulated profits that 日出現變動時，本集團除稅後
would arise if foreign exchange rates to 溢利及累計溢利之概約變動
which the Group has significant exposure （假設所有其他風險變數維持
at the end of the reporting period had 不變）。敏感度分析乃假設外
changed at that date, assuming all other 幣匯率變動應用於重估本集團
risk variables remained constant. The 於報告期末持有並面對外滙風
sensitivity analysis assumes that the 險的金融工具，包括本集團內
change in foreign exchange rates had 部公司間應付款項及應收款
been applied to re-measure those financial 項，該等款項以貸方或借方的
instruments held by the Group which 功能貨幣外的貨幣列值。
expose the Group to foreign currency risk
at the end of the reporting period,
including inter-company payables and
receivables within the Group which are
denominated in a currency other than the
functional currencies of the lender or the
borrower.
2019 2018
Increase/ Increase/
Appreciation/ (decrease) in Appreciation/ (decrease) in
(depreciation) profits after (depreciation) in profits after tax
in foreign tax and foreign and
exchange accumulated exchange accumulated
rate profits rate profits
除稅後溢利除稅後溢利
外幣匯率及累計溢利外幣匯率及累計溢利
升值╱（貶值）增加╱（減少）升值╱（貶值）增加╱（減少）
HK$’000 HK$’000
千港元千港元
Renminbi 人民幣 5% 408,014 5% 438,480

(5%) (408,014) (5%) (438,480)
F-97

(Continued)

(ii) Interest rate risk (ii) 利率風險
The Group is exposed to fair value 本集團就已抵押銀行存款、固
interest rate risk in relation to pledged 定利率銀行及其他借貸以及應
bank deposits, fixed-rate bank and other 付票據（有關該等存款、借貸
borrowings and notes payable (see notes 及票據之詳情，請參閱附註
33, 35 and 36 for details of these 33、35及36）面臨公平值利率
deposits, borrowings and notes). The 風險。本集團旨在維持以浮動
Group aims at keeping borrowings at 利率借貸。本集團目前並無對
variable rates. Currently, the Group does 沖政策。然而，管理層會監察
not have hedging policy. However, the 利率風險，並會於有需要時考
management monitors interest rate 慮對沖重大利率風險。
exposure and will consider hedging
significant interest rate risk should the
need arise.
The Group’s exposures to interest rates on 本集團就金融負債面臨之利率

financial liabilities are detailed in the 風險詳情已載於本附註流動資
liquidity risk management section of this 金風險管理一節。本集團之現
note. The Group’s cash flow interest rate 金流量利率風險主要集中於來
risk is mainly concentrated on the 自本集團港元及人民幣借貸產
fluctuation of HIBOR and benchmark rate 生之香港銀行同業拆息及中國
in the PRC arising from the Group’s HKD 基準利率波動。基準利率為中
and RMB borrowings. Benchmark rate is 國人民銀行公佈的現行基準貸
the prevailing benchmark lending interest 款年利率4.15%（二零一八年：
rate promulgated by People’s Bank of 4.35% ）
（「基準利率」）。
China being 4.15% (2018:4.35%) per
annum (the “benchmark”).
F-98
ANNUAL REPORT 2019


(Continued)

(ii) Interest rate risk (Continued) (ii) 利率風險（續）
It is the Group’s policy to keep its 本集團之政策旨在維持以浮動
borrowings at floating rate of interests so 利率借貸，藉以將現金流量利
as to minimise the cash flow interest rate 率風險降至最低。本集團亦就
risk. The Group is also exposed to cash 浮動利率應收╱（應付）關連人
flow interest rate risk in relation to 士款項、應收貸款、銀行結存
amounts due from/(to) related parties with 及浮動利率銀行及其他借貸
variable interest rates, loan receivables, （有關該等結存、銀行結存及
bank balances and variable-rate bank and 借貸之詳情，請參閱附註20、
other borrowings (see notes 20, 21, 28(a), 21、28(a) 、29、32、33 及35）
29, 32, 33 and 35 for details of these 面臨現金流量利率風險。
balances, bank balances and borrowings).
Sensitivity analysis 敏感度分析

The sensitivity analysis below has been 以下敏感度分析乃基於衍生及
determined based on the exposure to 非衍生工具於報告期末之利率
interest rates for both derivatives and 風險釐定。編製此分析時乃假
non-derivative instruments at the end of 設於報告期末之未收取資產及
the reporting period. The analysis is 未償還負債金額為全年之金
prepared assuming the amount of asset 額。向主要管理人員內部匯報
and liability outstanding at the end of the 利率風險時，採用50個基點之
reporting period was outstanding for the 增減，其代表管理層對利率合
whole year. A 50 basis points increase or 理可能變動之評估。
decrease is used when reporting interest
rate risk internally to key management
personnel and represents management’s
assessment of the reasonably possible
change in interest rates.
F-99

(Continued)

Sensitivity analysis (Continued) 敏感度分析（續）
If interest rates had been 50 basis points 倘利率上升╱下跌50個基點而
higher/lower and all other variables were 所有其他可變數維持不變，本
held constant, the Group’s profit for the 集團截至二零一九年十二月
year ended 31 December 2019 would 三十一日止年度之溢利會
decrease/increase by HK$50,038,000 減少 ╱ 增加50,038,000港元
(2018: HK$43,013,000). This is mainly （二零一八年：43,013,000港
attributable to the Group’s exposure to 元）。此變化主要來自本集團
interest rates on its variable-rate bank and 就其浮動利率銀行及其他借貸
other borrowings and bank balances. 以及銀行結存所面臨之利率風
險。
(iii) Other price risk (iii) 其他價格風險

The Group is exposed to equity price risk 本集團就投資於上市可供出售
arising from its investment in listed 投資及按公平值計入損益之金
financial assets at FVPL. The management 融資產而面臨股權價格風險。
manages this exposure by maintaining a 管理層維持具有不同風險之投
portfolio of investments with different 資組合以管理該等風險。本集
risks. The Group’s equity price risk is 團之股權價格風險主要集中於
mainly concentrated on listed equity 在聯交所報價之上市股權工
instruments quoted in the Stock 具。此外，本集團已委派特別
Exchange. In addition, the Group has 團隊監控價格風險，並將於有
appointed a special team to monitor the 需要時考慮對沖所面臨之風
price risk and will consider hedging the 險。
risk exposure should the need arise.
F-100
ANNUAL REPORT 2019


(Continued)

(iii) Other price risk (Continued) (iii) 其他價格風險（續）
The sensitivity analysis below has been 以下敏感度分析乃基於報告期
determined based on the exposure to 末所面臨之股權價格風險釐
equity price risks at the end of the 定。
reporting period.
If the prices of the respective equity 倘各股權工具之價格上升╱下

instruments had been 5% higher/lower: 降5%：
Profits after tax and accumulated profits 本集團之除稅後溢利及累計溢

would increase/decrease by HK$467,000 利將增加 ╱ 減少467,000港元
(2018: profits after tax and accumulated （二零一八年：除稅後溢利及
profits would increase/decrease by 累計溢利增加 ╱ 減少753,000
HK$753,000) for the Group as a result of 港元），乃由於上市金融資產
the changes in fair value of listed financial 之公平值發生變動。
assets.
Credit risk 信貸風險

The Group is exposed to credit risk in relation 本集團面臨有關其應收貿易及其他
to its trade and other receivables and cash 賬款和銀行現金存款的信貸風險。
deposits with banks.
The carrying amounts of trade and other 應收貿易及其他賬款、受限制現金

receivables, restricted cash, and cash and cash 和現金及等同現金之賬面值為本集
equivalents represent the Group’s maximum 團就金融資產所面臨最大信貸風險。
exposure to credit risk in relation to financial
assets.
F-101

(Continued)

Credit risk (Continued) 信貸風險（續）
To manage this risk, bank deposits are mainly 為管理該風險，銀行存款主要存置
placed with state-owned financial institutions 於信貸質素較高的國有金融機構及
and reputable banks which are all high-credit- 聲譽卓著的銀行。本集團管理層已
quality financial institutions. The management of 委派一支團隊負責釐定信貸限額、
the Group has delegated a team responsible for 信貸批核及其他監察程序，以確保
determination of credit limits, credit approvals 會採取跟進行動收回逾期債務。此
and other monitoring procedures to ensure that 外，本集團會於各報告期末審閱各
follow-up action is taken to recover overdue 項個別貿易債務之可收回金額，以
debts. In addition, the Group reviews the 確保就不可收回款項作出足夠之減
recoverable amount of each individual trade 值虧損。就此而言，本公司董事認
debt at the end of each reporting period to 為本集團並無重大信貸集中風險，
ensure that adequate impairment losses are 且有關風險分散於大量對手方及客
made for irrecoverable amounts. In this regard, 戶。就其他應收賬款而言，管理層
the directors of the Company consider the 定期根據過往償付紀錄及過往經
Group has no significant concentrations of credit 驗，對其他應收賬款的可收回程度
risk, with exposure spread over a large number 作出集體評估以及個別評估。本公
of counterparties and customers. For other 司董事認為本集團其他應收賬款的
receivables, management makes periodic 尚未償還結餘並無固有的重大信貸
collective assessments as well as individual 風險。
assessment on the recoverability of other
receivables based on historical settlement
records and past experience. The directors of
the Company believe that there is no material
credit risk inherent in the Group’s outstanding
balance of other receivables.
The credit risk on liquid funds is limited 由於對手方乃國際信貸風險評級機

because the counterparties are banks with high 構給予高信貸評級之銀行，故此流
credit ratings assigned by international credit- 動資金信貸風險有限。
rating agencies.
Other than concentration of credit risk on liquid 除就存放於多間具高信貸評級之銀

funds which are deposited with several banks 行之流動資金所面臨之集中信貸風
with high credit ratings, the Group does not 險外，本集團並無其他重大之信貸
have any other significant concentration of 集中風險。
credit risk.
F-102
ANNUAL REPORT 2019


(Continued)

The Group considers the probability of default 本集團於初步確認金融資產時考慮
upon initial recognition of, a financial asset and 違約概率及於各報告期間考慮信貸
whether there has been a significant increase in 風險有否持續顯著增加。為評估信
credit risk on an ongoing basis throughout each 貸風險有否顯著增加，本集團比較
reporting period. To assess whether there is a 資產於報告日期發生違約的風險與
significant increase in credit risk the Group 於初步確認日期違約的風險。本集
compares the risk of a default occurring on the 團考慮可獲取的合理有據的前瞻性
asset as at the reporting date with the risk of 資料，尤其納入下列指標：
default as at the date of initial recognition. It
considers available reasonable and supportive
forward-looking information. Especially the
following indicators are incorporated:
• internal credit rating • 內部信貸評級
• external credit rating • 外部信貸評級
• actual or expected significant adverse • 預期導致債務人履行責任的能

changes in business, financial or economic 力出現重大變動的業務、財務
conditions that are expected to cause a 或經濟狀況的實際或預期重大
significant change to the debtor’s ability 不利變動
to meet its obligations
• actual or expected significant changes in • 債務人經營業績的實際或預期

the operating results of the debtors 重大變動
• significant changes in the expected • 債務人的預期表現及行為的重

performance and behaviour of the 大變動，包括債務人於本集團
debtors, including changes in the payment 付款狀況的變動及債務人經營
status of debtors in the Group and 業績的變動
changes in the operating results of the
debtors.
F-103

(Continued)

Trade receivables 應收貿易賬款
The Group applies the simplified approach to 本集團採用香港財務報告準則第9號
providing for ECL prescribed by HKFRS 9, which 所允許之簡化方法計提預期信貸虧
permits the use of the lifetime expected loss 損，該方法允許就應收貿易賬款使
provision for trade receivables. 用預期存續期虧損撥備。
As at 31 December 2019 and 2018, the loss 於二零一九及二零一八年十二月

allowance provision was determined as follows. 三十一日，虧損撥備釐定如下。以
The ECL below also incorporated forward 下預期信貸虧損亦包含了前瞻性資
looking information. 料。
2019 二零一九年
90 days to
Trade receivables 0–30days 31–90days 1 year Total
應收貿易賬款 0至30天 31至90天 90天至1年合計
Expected credit loss 預期信貸虧損 2% 2% 20%

Gross carrying amount (HK$’000) 賬面總值（千港元） 68,738 25,002 66,753 160,493
Loss allowance provision (HK$’000) 虧損撥備（千港元） (1,503) (500) (13,380) (15,383)
2018 二零一八年
90 days to
Trade receivables 0–30days 31–90days 1 year Total

Expected loss rate are based on actual loss 預期虧損比率是基於過去數年的實

experience over the past years. These rates are 際虧損釐定，已有所調整以反映與
adjusted to reflect differences between 歷史數據期間經濟狀況的差異、現
economic conditions during the period over 時狀況及本集團所認為應收賬款續
which historic data has been collected, current 存期間的經濟狀況。
conditions and the Group’s view of economic
conditions over the expected lives of the
receivables.
F-104
ANNUAL REPORT 2019


(Continued)

Trade receivables (Continued) 應收貿易賬款（續）
As at 31 December 2019, the gross carrying 於二零一九年十二月三十一日，應
amount of trade receivables was 收貿易賬款的賬面總值為
HK$160,493,000. (2018: HK$248,854,000) and 160,493,000港元（二零一八年︰
thus the maximum exposure to loss was 248,854,000港元），而最大虧損為
HK$15,383,000 (2018: HK$19,083,000). The 15,383,000港元（二零一八年︰
Group made no write-off of trade receivables 19,083,000港元）。本集團於年內並
during the year (2018:nil). 無撇銷應收貿易賬款（二零一八年：
無）。
For the amounts due from associates, joint 應收聯營公司、合營企業及附屬公

ventures and non-controlling shareholders of 司非控股股東款項方面，由於本集
subsidiaries, the Group considered the ECL 團已持續收款，概無違約紀錄，故
impairment was insignificant as there have been 本集團認為預期信貸虧損減值並不
continuous payments with no history of default. 重大。管理層認為不大可能有付款
In the opinion of the management, it is not 違約，因此本集團的信貸風險不大。
probable that default payment would result and
accordingly, the Group credit risk in this respect
is remote.
F-105

(Continued)

Liquidity risk 流動資金風險
The Group has net current assets amounting to 於二零一九年十二月三十一日，本
approximately HK$58,574,423,000 集團擁有流動資產淨值約
(2018:HK$47,889,262,000) at 31 December 2019. 58,574,423,000港元（二零一八年：
47,889,262,000港元）。
In the management of the liquidity risk, the 於管理流動資金風險方面，本集團

Group monitors and maintains a level of cash 監察及維持現金及等同現金於管理
and cash equivalents deemed adequate by the 層視為充足之水平，以支付本集團
management to finance the Group’s operations 營運所需，並減輕現金流量波動之
and mitigate the effects of fluctuations in cash 影響。管理層監察銀行及其他借貸
flows. The management monitors the utilisation 之用途，以確保符合貸款契約之規
of bank and other borrowings and ensures 定。
compliance with loan covenants.
The Group relies on bank and other borrowings 本集團依賴銀行及其他借貸作為主

as a significant source of liquidity. As at 31 要流動資金來源。於二零一九年
December 2019, the Group has available 十二月三十一日，本集團之未動用
unutilised bank loan facilities of approximately 銀行貸款融資約為22,759,377,000港
HK$22,759,377,000 (2018: HK$15,566,987,000). 元（二零一八年：15,566,987,000港
Details of which are set out in note 35. 元）。有關詳情載於附註35。
The following table details the Group’s 下表詳列本集團之金融負債之剩餘

remaining contractual maturity for its financial 合約期限。就非衍生金融負債而
liabilities. For non-derivative financial liabilities, 言，該表乃根據金融負債之未折現
the table has been drawn up based on the 現金流量以本集團可被要求還款之
undiscounted cash flows of financial liabilities 最早日期為基準編製。該表已列入
based on the earliest date on which the Group 利息及本金現金流量。
can be required to pay. The table includes both
interest and principal cash flows.
F-106
ANNUAL REPORT 2019


(Continued)

Liquidity and interest risk tables 流動資金及利率風險表
Weighted
average On demand or Total
effective less than undiscounted Carrying
interest rate 1 year 1–5 years Over 5 years cash flows amount
加權平均按要求或未折現現金
實際利率少於一年一至五年五年以上流量總額賬面值
% HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
千港元千港元千港元千港元千港元
Non-derivative financial 非衍生金融負債
liabilities
Trade and other payables 應付貿易及其他賬款 20,527,911 — — 20,527,911 20,527,911
Property rental deposits 物業租金按金 130,162 — — 130,162 130,162
Lease liabilities (note) 租賃負債（附註） 4.99% — 1,827 — 1,827 1,579
Amount due to the ultimate 應付最終控股公司款項
holding company
— interest-free — 不計息 20,925 — — 20,925 20,925
Amount due to an 應付一間中間控股
company
Amounts due to fellow 應付同系附屬
subsidiaries 公司款項
— interest-free — 不計息 539 — — 539 539
Amount due to an associate 應付一間聯營公司款項
Amounts due to non- 應付附屬公司非控股
controlling shareholders of 股東款項
subsidiaries
— interest-free — 不計息 1,207,469 — — 1,207,469 1,207,469
— fixed rate — 固定利率 8.28% 981,527 — — 981,527 933,255
— variable rate — 浮動利率 5.01% 361,850 — — 361,850 350,860
Amounts due to joint ventures 應付合營企業款項
— fixed rate — 固定利率 4.35% 1,044,830 — — 1,044,830 1,017,175
— fixed rate — 固定利率 6.18% 2,809,274 14,529,832 8,311,888 25,650,994 18,808,789
— variable rate — 浮動利率 5.16% 13,020,449 28,675,168 5,366,233 47,061,850 40,730,624
Notes payable 應付票據
— fixed rate — 固定利率 5.21% — 5,448,182 — 5,448,182 4,677,778
Loan from a fellow subsidiary 一間同系附屬公司
貸款 — 200,000 — 200,000 200,000
40,861,326 48,855,009 13,678,121 103,394,456 89,363,456
Financial guarantee issued in 已發出就聯營公司及

respect of credit facilities to 合營企業所獲授信貸
associates and joint 融資之財務擔保
ventures
— maximum amount — 最高擔保額
guaranteed (note 44) （附註44） 3,032,841
Note: Lease liabilities include amounts recognised at the date 附註：租賃負債包括過渡至香港財務報告準

of transition to HKFRS 16 in respect of leases 則第16號當日就之前根據香港會計準
previously classified as operating lease under HKAS 17 則第17號歸類為經營租賃的租賃而已
and amounts relating to new leases entered into 確認的金額，及該年度所訂立新租賃的
during the year. Under this approach, the comparative 有關金額。基於上述方式，並不重列比
information is not restated. 較數字。
F-107

(Continued)

(Continued) （續）
Weighted
average On demand Total
effective or less than Over undiscounted Carrying
interest rate 1 year 1–5 years 5 years cash flows amount
% HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
liabilities
Amount due to the ultimate 應付最終控股
holding company 公司款項
company
controlling shareholders 股東款項
of subsidiaries
— Interest-free — 不計息 1,445,635 — — 1,445,635 1,445,635
— fixed rate — 固定利率 7.12% 147,223 — — 147,223 140,949
— fixed rate — 固定利率 5.68% 2,875,571 — — 2,875,571 2,777,012
— fixed rate — 固定利率 4.53% 7,305,123 7,957,210 5,329,046 20,591,379 17,044,936
— fixed rate — 固定利率 5.21% — 5,479,479 — 5,479,479 4,704,598
貸款
— 206,897 — 206,897 206,897
40,009,968 40,554,920 9,044,851 89,609,739 80,922,558

respect of credit facilities to 合營企業所獲授信貸
associates and joint 融資之財務擔保
ventures
F-108
ANNUAL REPORT 2019


(Continued)
(c) Fair values (c) 公平值

(i) Financial instruments carried at (i) 以公平值計值之金融
fair value 工具
The following table presents the fair value 根據香港財務報告準則第13號
of financial instruments measured at the 「公平值計量」所界定的三個公
end of reporting period on a recurring 平值層級，於報告期結束按經
basis, categorised into the three-level fair 常性基準計量的金融工具的公
value hierarchy as defined in HKFRS 13, 平值呈列於下表。公平值計量
“Fair Value Measurement”. The level into 所歸類的層級乃參照以下估算
which a fair value measurement is 方法所用輸入數據的可觀察程
classified is determined with reference to 度及重要程度而釐定：
the observability and significance of the
inputs used in the valuation technique as
follows:
• Level 1 (highest level): fair values • 第一級（最高等級）：利用

measured using quoted prices 在活躍市場中相同金融
(unadjusted) in active markets for 工具的報價（未經調整）
identical financial instruments 計量公平值
• Level 2: fair values measured using • 第二級：利用在活躍市

quoted prices in active markets for 場中類似金融工具的報
similar financial instruments, or using 價，或所有重要輸入均
valuation techniques in which all 直接或間接基於可觀察
significant inputs are directly or 市場數據之估值技術計
indirectly based on observable 量公平值
market data
• Level 3 (lowest level): fair values • 第三級（最低等級）

：利用
measured using valuation techniques 各項重要輸入均非基於
in which any significant input is not 可觀察市場數據之估值
based on observable market data 技術計量公平值
F-109

(Continued)
(c) Fair values (Continued) (c) 公平值（續）

fair value (Continued) 工具（續）
At 31 December 2019 and 2018, the 於二零一九年及二零一八年
Group had following financial instruments 十二月三十一日，本集團以下
carried at fair value all of which are based 金融工具按以公平值等級制度
on the Level 1 and Level 3 of the fair 之第一級及第三級計算之公平
value hierarchy: 值入賬：
Fair value measurements

as at 31 December 2019
categorised into
於2019年12月31日的公平值計量分類為
Fair value at
31 December
2019 Level 1 Level 2 Level 3
於2019年
12月31日
的公平值第一級第二級第三級
HK$’000 HK$’000 HK$’000 HK$’000
千港元千港元千港元千港元
Assets 資產
Financial assets at fair 按公平值計入損益
value through profit or 之金融資產
loss
— Listed — 上市 9,349 9,349 — —
— Unlisted — 非上市 535,275 — — 535,275
544,624 9,349 — 535,275
F-110
ANNUAL REPORT 2019


(Continued)
Fair value measurements
as at 31 December 2018
categorised into
Fair value at
31 December
於2018年
12月31日
HK$’000 HK$’000 HK$’000 HK$’000
Assets 資產
value through profit 之金融資產
or loss
— Listed — 上市 15,053 15,053 — —
— Unlisted — 非上市 411,888 — — 411,888
426,941 15,053 — 411,888
During the year ended 31 December 2019 截至二零一九年及二零一八年

and 2018, there were no significant 十二月三十一日止年度，第一
transfers between financial instruments in 級及第二級金融工具之間並無
Level 1 and Level 2, or transfer into and 任何重大轉移，第三級亦無轉
out of Level 3. The Group’s policy is to 入及轉出。本集團政策是如要
recognise transfers between levels of fair 轉移公平值層級，會在報告期
value hierarchy as at the end of the 末進行。
reporting period in which they occur.
(ii) The fair values of financial (ii) 金融資產及金融負債

assets and financial liabilities 之公平值按以下方式
are determined as follows: 釐定：
The fair values of financial assets with 至於附有標準條款及條件，並

standard terms and conditions and traded 於活躍流動市場買賣之金融資
on active liquid markets are determined 產，其公平值乃按市場之活躍
with reference to quoted active bid prices 買賣盤報價釐定；而其他金融
and ask prices respectively; and the fair 資產及金融負債之公平值乃根
values of other financial assets and 據公認之定價模式，以可觀察
financial liabilities are determined in 之當期市場交易價作輸入數據
accordance with generally accepted 按折現現金流量分析而釐定。
pricing models based on discounted cash
flow analysis using prices or rates from
observable current market transactions as
input.
F-111
8. REVENUE 8. 收入
Revenue represents the aggregate of the net 收入指從第三方已收及應收款項淨額之總

amounts received and receivable from third parties, 數（扣除應付之中國稅項）。年內按確認收
net of tax payable in the PRC. Disaggregation of 入時間將客戶合約所得收入分別入賬如
revenue from contracts with customers by timing of 下：
revenue recognition for the year is set out as
follows:
2019 2018
HK$’000 HK$’000
千港元千港元
Revenue from contracts with 按確認收入時間將客戶

customers disaggregated by 合約所得收入分別入賬
timing of revenue recognition
Point in time 一次入賬
— Sales of properties — 物業銷售 37,743,573 21,207,257
— Sales of goods — 出售貨品 87,874 76,505
— Others — 其他 137,218 99,538
Overtime 分期入賬
— Income from hotel operation — 酒店營運收入 354,573 236,009
— Building management services — 樓宇管理服務收入
income 929,690 934,017
Revenue from other sources 其他收入來源
— Rental income — 租金收入 691,050 680,318
39,943,978 23,233,644
Disaggregation of revenue from contracts with 按確認收入時間及地域市場將客戶合約所

customers by the timing of revenue recognition and 得收入分別入賬在附註51披露。
by geographic markets is disclosed in note 51.
F-112
ANNUAL REPORT 2019

9. OTHER GAINS, NET 9. 其他收入淨額
2019 2018
HK$’000 HK$’000
千港元千港元
Gain on disposal of investment 出售投資物業收益

Dividend income 股息收入 9,931 7,665
Exchange loss 匯兌虧損 (265,668) (281,254)
Government subsidy 政府補貼 7,106 17,080
Interest income from banks 銀行利息收入 227,455 152,126
Interest income from loans to 貸款予聯營公司帶來
associates 之利息收入 41,554 69,095
Interest income from loans to joint 貸款予合營企業帶來之
ventures 利息收入 54,093 119,413
Interest income from non-controlling 非控股權益帶來之
interests 利息收入 9,153 13,421
Others 其他 66,703 247,816
155,592 349,184
10. FINANCE COSTS 10. 融資成本

2019 2018
HK$’000 HK$’000
千港元千港元
Finance costs on interest bearing 計息借貸融資成本

borrowings 3,543,530 3,285,328
Interest on lease liabilities 租賃負債利息 383 —
Less: amounts capitalised 減：資本化款項 (2,070,305) (2,009,762)
1,473,608 1,275,566
Borrowing costs capitalised during the year arose 年內資本化之借貸成本源自特定借貸。

from specific borrowings.
The capitalisation rate of borrowings was 5.48% 截至二零一九年十二月三十一日止年度，

(2018: 5.21%) for the year ended 31 December 借貸資本化比率為5.48%（二零一八年：
2019. 5.21% ）。
F-113
11. DIRECTORS’ EMOLUMENTS 11. 董事酬金
Directors emoluments disclosed pursuant to Section 根據香港公司條例（第622章）第383(1)條

383(1) of the Hong Kong Companies Ordinance (Cap. 及公司（披露董事利益資料）規例（第622G
622) and Part 2 of the Companies (Disclosure of 章）第二部披露的董事酬金如下：
information about Benefits of Directors) Regulation
(Cap.622G) is as follows:
Other emoluments
其他酬金
Share-based
payment Retirement
Salaries and expenses benefit scheme Total
Fees other benefits Bonuses (note iii) contributions emoluments
薪金及股份支付開支退休福利
袍金其他福利花紅（附註iii）計劃供款總酬金
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
千港元千港元千港元千港元千港元千港元
Zhang Bingnan 張炳南 — 4,420 — 270 9 4,699

Han Qingtao 韓清濤 — 4,420 — 269 18 4,707
Xue Ming 雪明 — 1,638 — — 18 1,656
Wang Xu 王旭 — 4,420 — 269 18 4,707
Wong Jian 王健 — 4,420 — 270 9 4,699
Ye Liwen 葉黎聞 — 4,012 — 199 18 4,229
Zhu Weirong 竺偉榮 — 4,012 — 199 18 4,229
Ip Chun Chung, Robert 葉振忠 339 — — — — 339
Choy Shu Kwan 蔡澍鈞 339 — — — — 339
Leung Sau Fan, Sylvia 梁秀芬 339 — — — — 339
Wong Ka Lun 黃家倫 339 — — — — 339
Total 合計 1,356 27,342 — 1,476 108 30,282
F-114
ANNUAL REPORT 2019

11. DIRECTORS’ EMOLUMENTS 11. 董事酬金（續）

(Continued)
Other emoluments
其他酬金
Retirement
Salaries and benefit scheme Total
Fees other benefits Bonuses contributions emoluments
薪金及退休福利
袍金其他福利花紅計劃供款總酬金
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Han Qingtao 韓清濤 — 2,774 — 18 2,792

Xue Ming 雪明 — 480 — 18 498
Wang Xu 王旭 — 3,216 — 18 3,234
Ye Liwen 葉黎聞 — 2,809 — 18 2,827
Zhu Weirong 竺偉榮 — 2,743 — 18 2,761
Ip Chun Chung, Robert 葉振忠 314 — — — 314
Choy Shu Kwan 蔡澍鈞 314 — — — 314
Leung Sau Fan, Sylvia 梁秀芬 314 — — — 314
Wong Ka Lun 黃家倫 314 — — — 314
Total 合計 1,256 12,022 — 90 13,368
Notes: 附註：
(i) In each of the two years ended 31 December 2019 and 2018, (i) 於截至二零一九年及二零一八年十二月三十一
no emoluments were paid by the Group to the directors, as 日止兩個年度各年，本集團概無向任何董事支
an inducement to join or upon joining the Group or as a 付酬金作為鼓勵加盟或於加盟本集團時之獎
compensation for loss of office. None of the directors has 勵或離職補償。於截至二零一九年及二零一八
waived any emoluments during each of the two years ended 年十二月三十一日止兩個年度各年，概無董事
31 December 2019 and 2018. 放棄任何酬金。
(ii) During the year ended 31 December 2019 and 2018, there (ii) 於截至二零一九年及二零一八年十二月三十一
were, no loans, quasi-loans or other dealings in favour of 日止年度，並無有利於本公司董事或董事所控
directors of the Company, controlled bodies corporate by 制的機構或關連實體的貸款、類似貸款或其他
and connected entities with such directors. 交易。
(iii) These amounts represents the estimate value of share options (iii) 該等金額指董事根據本公司購股權計劃獲授
granted to the directors under the Company’s share option 的購股權之估計價值。該等購股權價值按綜合
scheme. The value of these share options is measured 財務報表附註4(m)(ii)所載有關股份支付的會計
according to the accounting policies for share-based 政策計量。有關授出的購股權詳情載於綜合財
payments as set out in note 4(m)(ii) to the consolidated 務報表附註39。
financial statements. Further details of the options granted
are set out in note 39 to the consolidated financial
statements.
F-115
12. FIVE HIGHEST PAID INDIVIDUALS 12. 五位最高薪酬人士
Of the five individuals with the highest emoluments 本集團五位最高薪酬人士中，四名（二零

in the Group, four are directors (2018: none of them 一八年：並無）為本公司董事（其酬金載於
is the director) of the Company whose emoluments 上文附註11）。一位（二零一八年：五位）
are included in the disclosure in note 11 above. The 最高薪酬人士之酬金總額如下：
aggregate of the emoluments in respect of the other
one (2018: five) highest paid individuals are as
follows:
2019 2018
HK$’000 HK$’000
千港元千港元
Salaries and other benefits 薪金及其他福利 2,940 15,538

Bonuses 花紅 1,319 1,742
Share-based payment expenses 股份支付開支 176 —
Retirement benefits scheme 退休福利計劃供款
contributions 289 536
4,724 17,816
The emoluments of the one (2018: five) highest paid 一位（二零一八年：五位）最高薪酬人士之

individuals were within the following bands: 酬金介乎以下組別：
2019 2018
Number of Number of
employee employee
僱員人數僱員人數
HK$2,500,001 to HK$3,000,000 2,500,001港元至3,000,000港元 — —

HK$3,000,001 to HK$3,500,000 3,000,001港元至3,500,000港元 — 3
HK$3,500,001 to HK$4,000,000 3,500,001港元至4,000,000港元 — 2
HK$4,000,001 to HK$4,500,000 4,000,001港元至4,500,000港元 — —
HK$4,500,001 to HK$5,000,000 4,500,001港元至5,000,000港元 1 —
F-116
ANNUAL REPORT 2019

13. PROFIT BEFORE INCOME TAX 13. 除所得稅開支前溢利

EXPENSE
Profit before income tax expense is arrived at after 除所得稅開支前溢利已扣除 ╱（計入）：
charging/(crediting):
2019 2018
HK$’000 HK$’000
千港元千港元
Staff costs 員工成本

— directors’ emoluments (note 11) — 董事酬金（附註11） 30,282 13,368
— other staff costs — 其他員工成本 1,225,858 1,016,506
— other staff equity-settled share- — 其他員工以股權結算
based payment expenses 以股份為基礎之
付款開支 22,977 —
— other staff’s retirement benefit — 其他員工退休福利
scheme contributions 計劃供款 168,596 146,376
1,447,713 1,176,250
Amortisation of prepaid lease 攤銷預付租賃款項

payments (included in （計入行政開支之內）
administrative expenses) — 10,764
Depreciation of right-of-use assets 使用權資產之折舊（附註）
(note) 16,923 —
equipment 170,557 138,205
Total depreciation and amortisation 折舊及攤銷總額 187,480 148,969
Auditor’s remuneration 核數師酬金

— audit fee — 審計費 8,350 8,350
— disbursements — 墊付款 888 880
Cost of inventories recognised as 確認為開支之存貨成本
expenses 24,822,952 13,240,545
Gain on disposal of investment 出售投資物業之收益
properties (5,265) (3,822)
Loss on disposal of property, plant 出售物業、廠房及設備之
and equipment 虧損 3,547 15,667
Impairment loss on other receivables 其他應收賬款之減值虧損 51,956 378
Impairment loss on trade receivables 應收貿易賬款之減值虧損 4,159 2,727
development and held for sale 減值虧損 1,020,281 10,909
Short term leases expenses 短期租約開支 17,939 —
Low value leases expenses 低價值租約開支 1,184 —
Total minimum lease payments for 過往根據香港會計準則
leases previously classified as 第17號分類為經營租約的
operating leases under HKAS 17 租約最低租賃款項總額 — 38,080
Property rental income and building 物業租金收入及樓宇管理
management service income, net 服務收入（扣除直接開支）
of direct expenses of 800,621,000港元
HK$800,621,000 (2018: （二零一八年：
HK$630,632,000) 630,632,000港元） (820,119) (983,703)
F-117
13. PROFIT BEFORE INCOME TAX 13. 除所得稅開支前溢利（續）

EXPENSE (Continued)
Note: The Group initially applied HKFRS 16 using the cumulative 附註：本集團採用累計影響法首次應用香港財務報
effect approach and adjusted the opening balances at 1 告準則第16號並調整二零一九年一月一日的期
January 2019 to recognise right-of-use assets related to 初結存，以確認租賃相關的使用權資產，有關
leases which were previously classified as operating lease 租賃以往根據香港會計準則第17號分類為經營
under HKAS 17. After initial recognition of right-of-use 租賃。於二零一九年一月一日初步確認使用權
assets at 1 January 2019, the Group as a lessee is required 資產後，本集團作為承租人須確認使用權資產
to recognise the depreciation of right-of-use assets, instead 之折舊，而非採取先前以直線法於租期內確認
of the previous policy of recognising rental expenses 經營租賃所產生的租金開支的政策。該方法毋
incurred under operating leases on a straight-line basis over 須重列可資比較資料。
the lease term. Under this approach, the comparative
information is not restated.
14. INCOME TAX EXPENSE 14. 所得稅開支
2019 2018
HK$’000 HK$’000
千港元千港元
The charge comprises: 開支包括：

Hong Kong Profits Tax 香港利得稅 560,899 —
PRC Enterprise Income Tax 中國企業所得稅 1,424,517 1,168,499
PRC Withholding Income Tax 中國預扣所得稅 1,385 991
LAT 土地增值稅 3,121,646 1,628,112
5,108,447 2,797,602
Deferred taxation 遞延稅項 (207,329) 25,884
4,901,118 2,823,486
Hong Kong Profits Tax is calculated at 16.5% (2018: 香港利得稅乃就本年度估計應課稅溢利按

16.5%) based on the estimated assessable profit for 稅率16.5%（二零一八年：16.5% ）計算。
the year. No provision for Hong Kong Profit Tax has 由於截至二零一八年十二月三十一日止年
been made for the year ended 31 December 2018 as 度無應課稅溢利，故並無就香港利得稅作
there is no assessable profit for the year. 出撥備。
F-118
ANNUAL REPORT 2019

14. INCOME TAX EXPENSE (Continued) 14. 所得稅開支（續）
The provision for Hong Kong Profits Tax for 2019 is 二零一九年的香港利得稅撥備已計及香港
taken into account a reduction granted by the Hong 特區政府就二零一八至一九年應課稅年度
Kong SAR Government of 75% of the tax payable for 應繳稅項的75%減免（每間公司最高減免
the year of assessment 2018–19 subject to a 額為20,000港元）
（二零一八年：二零一七
maximum reduction of HK$20,000 for each business 年至一八年應課稅年度最高減免額為
(2018: a maximum reduction of HK$30,000 was 30,000港元，已於計算二零一八年撥備時
granted for the year of assessment 2017–18 and was 計算）。
taken into account in calculating the provision for
2018).
The PRC Statutory Enterprise Income Tax is 中國法定企業所得稅乃根據本年度估計應

calculated at 25% (2018: 25%) based on the 課稅溢利按稅率25%（二零一八年：25% ）
estimated assessable profit for the year. 計算。
The PRC Withholding Income Tax of 10% has been 同系附屬公司股息收入徵收10%中國預扣

levied on dividend income from a fellow subsidiary. 所得稅。
Details of deferred taxation are set out in note 41. 遞延稅項詳情載於附註41。
Certain PRC subsidiaries are also subject to the PRC 若干中國附屬公司亦須繳交中國土地增值

LAT which is levied at progressive rates ranging from 稅，此稅項乃就物業升值部分（即出售物
30% to 60% on the appreciation of properties, being 業所得款項減可扣減開支，包括土地使用
the proceeds from sales of properties less deductible 權成本和開發及建築成本）按介乎30%至
expenditure including costs of land use rights and 60%之累進稅率徵收。
development and construction.
F-119
The income tax expense for the year can be 年內所得稅開支與綜合損益表中之除所得

reconciled to the profit before income tax expense in 稅開支前溢利對賬如下：
the consolidated statement of profit or loss as
follow:
2019 2018
HK$’000 HK$’000
千港元千港元
Tax at PRC statutory tax rate of 25% 按中國法定稅率25%計算

(2018: 25%) 之稅項（二零一八年：
25% ） 2,172,436 1,356,234
Tax effect of share of results of 分佔聯營公司業績之
associates 稅務影響 5,158 13,489
Tax effect of share of results of joint 分佔合營企業業績之
ventures 稅務影響 (124,585) (62,592)
Tax effect of expenses not deductible 不可作稅務扣減之開支之
for tax purpose 稅務影響 434,149 263,583
Tax effect of income not taxable for 毋須課稅之收入之稅務
tax purpose 影響 (445,877) (549,192)
Tax effect of tax losses not 未確認稅項虧損之稅務
recognised 影響 709,943 407,042
Tax effect of utilisation of tax losses 動用之前未確認稅項虧損
previously not recognised 之稅務影響 (70,595) (43,202)
Effect of different tax rates of 於其他司法權區經營之
subsidiaries operating in other 附屬公司之不同稅率之
jurisdictions 影響 (238,697) 81,103
Effect of tax already subject to LAT 已繳納土地增值稅之
稅務影響 2,341,235 1,241,955
PRC Withholding Income Tax 中國預扣所得稅 1,385 991
Statutory tax concession 法定稅務寬免 (20) —
Others 其他 116,586 114,075
Income tax expense 所得稅開支 4,901,118 2,823,486
F-120
ANNUAL REPORT 2019

15. EARNINGS PER SHARE 15. 每股盈利
The calculation of the basic and diluted earnings per 年內每股基本及攤薄盈利乃根據下列數據

share for the year is based on the following data: 計算：
2019 2018
HK$’000 HK$’000
千港元千港元
Earnings: 盈利：
Profit for the year attributable to 本公司擁有人應佔年內

owners of the Company 溢利 3,832,948 2,241,590
2019 2018
Number of shares: 股份數目：
Weighted average number of ordinary 計算每股基本盈利之已發行

shares in issue for the purposes of basic 普通股加權平均數
earnings per share 3,661,537,046 3,661,537,046
Effect of dilutive potential ordinary shares 購股權所涉及之普通股之潛在
on share options 攤薄影響 13,165,878 —
Weighted average number of ordinary 計算每股攤薄盈利之已發行

shares in issue for the purpose of 普通股加權平均數
diluted earnings per share 3,674,702,924 3,661,537,046
Basic earnings per share 每股基本盈利

(HK cents per share) （每股港仙） 104.68 61.22
Diluted earnings per share 每股攤薄盈利

(HK cents per share) （每股港仙） 104.31 61.22
The diluted earnings per share for the year ended 31 截至二零一九年十二月三十一日止年度的
December 2019 is calculated by adjusting the 每股攤薄盈利乃通過調整發行在外的普通
weighted average number of ordinary shares 股的加權平均數假設兌換所有具有潛在攤
outstanding to assume conversion of all dilutive 薄影響之普通股計算。本公司具有潛在攤
potential ordinary shares. The Company’s potentially 薄影響之普通股包括購股權。
dilutive ordinary shares comprised of share options.
The diluted earnings per share for the year ended 31 由於二零一八年並無具有潛在攤薄影響之
December 2018 are the same as basic earnings per 普通股，故截至二零一八年十二月三十一
share presented as there were no potentially dilutive 日止年度每股攤薄盈利與每股基本盈利相
ordinary shares in 2018. 同。
F-121
16. INVESTMENT PROPERTIES 16. 投資物業
2019 2018
HK$’000 HK$’000
千港元千港元
Level 3 fair value measurement 第三級公平值計量
At beginning of the year 年初 12,571,809 10,904,879

Transfer to property, plant and 轉到物業、廠房及
equipment 設備 — (40,240)
Transfer (to)/from properties held for 轉（到）╱ 自持作出售
sale 物業 (6,878) 1,811,977
Change in fair value 公平值變動 (7,933) 278,932
Disposals 出售 (29,477) (11,499)
Exchange adjustments 匯兌調整 (412,389) (372,240)
At end of the year 年末 12,115,132 12,571,809
The fair values of the Group’s investment properties 本集團投資物業於二零一九年及二零一八

at 31 December 2019 and 2018 were arrived at on 年十二月三十一日之公平值乃經獨立專業
the basis of a valuation carried out on that date by 測量師兼物業估值師環亞物業顧問有限公
AA Property Services Limited, an independent 司（與本集團概無關連）按該日的估值釐
定。環亞物業顧問有限公司乃香港測量師
professional surveyor and property valuer not
學會之成員，具有合適資格及近期對有關
connected with the Group. AA Property Services
地點之同類型物業進行估值之經驗。該估
Limited is a member of the Hong Kong Institute of
值乃按源自現有租賃之租金收入之資本化
Surveyors, and has appropriate qualifications and 基準或經參考於有關市場可得之可資比較
recent experiences in the valuation of similar 銷售交易而釐定。本集團物業管理人及首
properties in the relevant locations. The valuation 席財務官已於每年兩次估值時與估值師討
were determined either on the basis of capitalisation 論估值假設及估值結果，以便呈列中期及
of rental income derived from existing tenancies or 年度財務報告。
by reference to comparable sales transactions as
available in the relevant market. The Group’s
property manager and the chief financial officer have
discussions with the valuer on the valuation
assumptions and valuation results twice a year when
the valuation is performed for interim and annual
financial reporting.
F-122
ANNUAL REPORT 2019

16. INVESTMENT PROPERTIES 16. 投資物業（續）

(Continued)
All of the Group’s property interests held under 本集團所有根據經營租賃持有以賺取租金

operating leases to earn rentals or for capital 或作資本增值用途之物業權益，均利用公
appreciation purposes are measured using the fair 平值模式計量，並分類入賬列作投資物
value model and are classified and accounted for as 業。
investment properties.
The fair value of the Group’s investment properties 於報告期末計量之本集團投資物業之公平

measured at the end of the reporting period is 值乃被分類為按香港財務報告準則第13
categorised as level 3 of fair value hierarchy as 號所釐定的公平值等級制度第三級。
defined in HKFRS 13.
The carrying amounts of investment properties 投資物業之賬面值包括：

comprises:
2019 2018
HK$’000 HK$’000
千港元千港元
Properties held under 在下列地方以下列方式

持有之物業
— long-term leases in Hong Kong — 於香港之長期租約 189,000 187,000
— medium-term (10–50 years) land — 於中國之中期
use rights in the PRC （10至50年）土地
使用權 11,926,132 12,384,809
12,115,132 12,571,809
F-123

(Continued)
Information about Level 3 fair value 有關第三級公平值計量之資料

measurements
Fair value as at
31 December Significant Range or weighted Relationship of unobservable
2019 Valuation techniques* unobservable inputs average inputs to fair value
於二零一九年
十二月三十一日重大不可不可觀察輸入數據與
的公平值估值技術* 觀察輸入數據範圍或加權平均公平值的關係
HK$’000
千港元
Completed properties in Hong Kong 189,000 Direct comparison Transaction price HK$24,941 The higher the transaction price,
於香港的竣工物業直接比較 (HK$/square feet) (2018: HK$24,667) the higher the fair value
交易價格 24,941港元交易價格越高，公平值越高
（港元╱平方呎）（二零一八年：
24,667港元）
Completed properties in the PRC 11,492,799 Direct comparison Transaction price RMB350–RMB46,500 The higher the transaction price,
於中國的竣工物業直接比較 (RMB/square (2018: RMB350– the higher the fair value
meter) RMB46,600) 交易價格越高，公平值越高
交易價格人民幣350元至
（人民幣元╱ 人民幣46,500元
平方米）（二零一八年：
人民幣350元至
人民幣46,600元）
Completed properties in the PRC 433,333 Income approach Capitalisation rate 5% to 8.3% (2018: The higher the capitalisation rate,
於中國的竣工物業收入法資本化比率 2.7% to 8.5%) the lower the fair value
5%至8.3% 資本化比率越高，公平值越低
（二零一八年：
2.7%至8.5%）
12,115,132
* Fair value of completed properties is generally derived using * 竣工物業的公平值一般使用直接比較法得出

the direct comparison approach unless reliable market （由於位置或特定用途而缺乏可靠市場資料的
information is not available for certain properties due to their 若干物業除外）。
locations or specialised function uses.
Fair value adjustment of investment properties is 投資物業之公平值調整乃於綜合損益表內

recognised in the line item “(decrease)/increase in 「投資物業之公平值（減少）╱增加」項目確
fair value of investment properties” on the face of 認。
the consolidated statement of profit or loss.
There were no transfers into or out of Level 3 during 於年內第三級並無任何轉入或轉出。

the year.
F-124
ANNUAL REPORT 2019

17. PROPERTY, PLANT AND 17. 物業、廠房及設備

EQUIPMENT
Furniture,
Hotel Leasehold fixtures and Motor Plant and Construction
properties land Buildings equipment vehicles machinery in progress Total
傢俬、
酒店租賃裝置廠房
物業土地樓宇及設備汽車及機器在建工程合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
千港元千港元千港元千港元千港元千港元千港元千港元
Cost or valuation: 成本或估值：
At 1 January 2018 於二零一八年一月一日 986,904 169,230 905,263 276,164 128,001 235,607 371 2,701,540
Additions 添置 — — 9,059 96,924 1,720 15,743 38 123,484

Transfer 轉撥 — — — — — 38 (38) —
Transfer from properties held for sale 轉自持作出售物業 1,471,548 — 16,933 — — — — 1,488,481
Transfer from investment property 轉自投資物業 — 31,524 8,716 — — — — 40,240
Disposals 出售 — — (19,612) (27,832) (13,528) (2,171) (170) (63,313)
Surplus arising on revaluation 重估盈餘 547,454 — — — — — — 547,454
Less: Elimination of accumulated 減：對銷累計折舊
depreciation (54,634) — — — — — — (54,634)
Exchange adjustments 匯兌調整 (34,031) — (29,808) (8,053) (3,944) (8,099) (10) (83,945)
At 31 December 2018 and 於二零一八年十二月三十一日

1 January 2019 及二零一九年一月一日 2,917,241 200,754 890,551 337,203 112,249 241,118 191 4,699,307
Additions 添置 — — 5,322 29,151 5,113 1,768 — 41,354

Acquired on acquisition of subsidiaries 收購附屬公司時購入
(note 52) （附註52） — — — 1,149 115 — — 1,264
Disposals 出售 — — (1,207) (16,047) (6,455) (2,826) — (26,535)
depreciation (91,479) — — — — — — (91,479)
At 31 December 2019 於二零一九年

十二月三十一日 2,858,889 200,754 866,429 341,077 107,654 232,053 184 4,607,040
Comprising: 包括：
At cost 按成本 — 200,754 866,429 341,077 107,654 232,053 184 1,748,151
At valuation — 2019 按估值 — 二零一九年 2,858,889 — — — — — — 2,858,889
F-125
17. PROPERTY, PLANT AND 17. 物業、廠房及設備（續）

EQUIPMENT (Continued)
Furniture,
傢俬、
酒店租賃裝置廠房
物業土地樓宇及設備汽車及機器在建工程合計
Accumulated depreciation: 累計折舊：
At 1 January 2018 於二零一八年一月一日 — 49,199 256,236 193,423 98,818 213,022 — 810,698

Charge for the year 年度扣除 55,269 3,700 26,543 39,905 8,755 4,033 — 138,205
Disposals 出售 — — (5,900) (27,320) (12,815) (1,611) — (47,646)
Elimination on revaluation 重估時對銷 (54,634) — — — — — — (54,634)
Exchange adjustments 匯兌調整 (635) — (8,652) (6,191) (3,078) (7,372) — (25,928)
At 31 December 2018 and 於二零一八年

1 January 2019 十二月三十一日及
二零一九年一月一日 — 52,899 268,227 199,817 91,680 208,072 — 820,695
Acquired on acquisition of subsidiaries 收購附屬公司時購入
(note 52) （附註52） — — — 870 60 — — 930
Disposals 出售 — — — (14,713) (5,592) (2,684) — (22,989)
Exchange adjustments 匯兌調整 (1,028) — (8,769) (6,360) (2,779) (6,972) — (25,908)

十二月三十一日 — 56,914 283,023 217,130 90,240 204,499 — 851,806
Carrying amounts: 賬面值：

十二月三十一日 2,858,889 143,840 583,406 123,947 17,414 27,554 184 3,755,234
At 31 December 2018 於二零一八年

十二月三十一日 2,917,241 147,855 622,324 137,386 20,569 33,046 191 3,878,612
The above items of property, plant and equipment 上述物業、廠房及設備項目均按直線法折

are depreciated using the straight-line basis at the 舊，有關折舊年率如下：
following rates per annum:
Hotel properties 2% 酒店物業 2%

Leasehold land over the lease term 租賃土地按租約年期
Buildings 2%–18% 樓宇 2%至18%
Furniture, fixtures and 20% 傢俬、裝置及設備 20%
equipment
Motor vehicles 20% 汽車 20%
Plant and machinery 5%–23% 廠房及機器 5%至23%
F-126
ANNUAL REPORT 2019


2019 2018
HK$’000 HK$’000
千港元千港元
The carrying amounts of hotel 在下列地方以下列方式持

properties, leasehold land and 有之酒店物業、租賃土地
building located at: 及樓宇之賬面值：
— medium-term land use rights in — 於中國之中期土地
the PRC 使用權 3,412,872 3,509,282
3,586,135 3,687,420
The fair value of the Group’s hotel properties at 31 本集團酒店物業於二零一九年及二零一八

December 2019 and 2018 was arrived at on the basis 年十二月三十一日之公平值經獨立專業測
of a valuation carried out on that date by AA 量師兼物業估值師環亞物業顧問有限公司
Property Services Limited, an independent （與本集團概無關連）按該日之估值釐定。
professional surveyor and property valuer not 環亞物業顧問有限公司乃香港測量師學會
connected with the Group. AA Property Services 之成員，具有合適資格及近期對有關地點
Limited is a member of the Hong Kong Institute of 之同類型物業進行估值之經驗。該估值乃
Surveyors, and has appropriate qualifications and 透過折現建築成本或採用收入法釐定，即
recent experiences in the valuation of similar 按適當回報率將過往交易賬目記錄之酒店
properties in the relevant locations. The valuation 業務收入資本化，以得出物業權益之價
were determined by either discounting the 值，並就相關開支及費用作適當撥備。本
construction cost or arrived by the income approach, 集團物業管理人及首席財務官已於每年兩
whereby the income derived from the hotel 次估值時與估值師討論估值假設及估值結
operations with regard to past trading accounts are 果，以便呈列中期及年度財務報告。
capitalised at an appropriate rate of return to arrive
at the value of the property interests with due
allowance for outgoings and expenses. The Group’s
The fair value of the Group’s hotel properties 於報告期末計量之本集團酒店物業之公平

measured at the end of the reporting period is 值乃被分類為按香港財務報告準則第13號
categorised as Level 3 of fair value hierarchy as 所釐定的公平值等級制度第三級。
F-127

Relationship of
Fair value as at Significant Range or unobservable inputs to
31 December 2019 Valuation techniques unobservable inputs weighted average fair value
於二零一九年
十二月三十一日重大不可觀察範圍或不可觀察輸入數據與
的公平值估值技術輸入數據加權平均公平值的關係
HK$’000
千港元
Hotel properties in Beijing, 352,222 Income approach Capitalisation rate 8.3% (2018:9.8%) The higher the
the PRC capitalisation rate, the
lower the fair value
於中國北京的酒店物業收入法資本化比率 8.3% 資本化比率越高，
（二零一八年：公平值越低
9.8%）
Estimated profits from RMB7,200 (2018: The higher the estimated

operations (RMB/ RMB6,900) profits, the higher the
square metre) fair value
營運估計溢利人民幣7,200元估計溢利越高，
（人民幣元╱平方米）（二零一八年：公平值越高
人民幣6,900元）
Hotel properties in Wuhan, 2,506,667 Cost approach Adjustment to 2.9%–46.8% (2018: The higher the discount
Shunde, Shanghai and construction cost, 0%–44%) rate, the lower the fair
Guiyang, the PRC with reference to value
the remaining useful
life
於中國武漢、順德、上海及成本法建築成本調整，參考 2.9%至46.8% 折現率越高，
貴陽的酒店物業餘下使用年期（二零一八年：公平值越低
0%至44%）
Construction cost per RMB8,250– The higher the

square meter RMB17,000 (2018: construction cost, the
RMB9,500–20,000) higher the fair value
每平方米建築成本人民幣8,250元至建築成本越高，
人民幣17,000元公平值越高
（二零一八年：
人民幣9,500元至
人民幣20,000元）
2,858,889
Surplus on revaluation and exchange adjustment of 持作自用物業之重估盈餘及匯兌調整乃於

properties held for own use are recognised in 綜合全面收益表之「物業重估盈餘」確認。
consolidated statement of comprehensive income in
“Surplus arising on revaluation of properties”.

the year.
F-128
ANNUAL REPORT 2019

18. RIGHT-OF-USE ASSETS AND LEASE 18. 使用權資產及租賃負債

LIABILITIES
HKFRS 16 was adopted 1 January 2019 without 本公司於二零一九年一月一日採用香港財
restatement of comparative figures. For an 務報告準則第16號，但並無重列比較數
explanation of the transitional requirements that were 據。有關二零一九年一月一日適用的過渡
applied as 1 January 2019, see note 2(c). The 性要求的說明，請參見附註2(c) 。首次應
accounting policies applied subsequent to the date of 用日期（即二零一九年一月一日）之後採用
initial application, 1 January 2019 as disclosed in 的會計政策於附註4(g)(i)披露。
note 4(g)(i).
Nature of leasing activities (in the 租賃活動的本質（以承租人的身

capacity as lessee) 份）
The Group leases a number of properties in the 本集團於經營所在司法權區租賃多處物
jurisdictions from which it operates. The periodic rent 業。定期租金在租期內固定不變。
is fixed over the lease term.
The values in the table below reflect the current 下表中數值反映了當前固定的租賃付款比

proportions of lease payments that are fixed. 例。
Lease Fixed monthly

31 December 2019 二零一九年十二月三十一日 contracts payments
租賃合約固定月付款
HK$’000
千港元
165 to 247
Property leases with fixed payments 固定付款的物業租賃 2 165至247
F-129
18. RIGHT-OF-USE ASSETS AND LEASE 18. 使用權資產及租賃負債（續）

LIABILITIES (Continued)
Right-of-use assets 使用權資產

The Group leases a number of office premises and 本集團於經營所在司法權區（包括中國及
prepaid the land lease payments in the jurisdiction 香港）租賃多處辦公室物業，並預付土地
from which it operates, including in the PRC and 租賃款項。
Hong Kong.
Leasehold 2019
land Buildings Total
二零一九年
租賃土地樓宇總計
HK$’000 HK$’000 HK$’000
千港元千港元千港元
Initial application of HKFRS 16 首次應用國際財務報告

and restated balances at 準則第16號及於二零
1 January 2019 一九年一月一日經重
列結餘 384,358 10,436 394,794
Depreciation provided during 年內折舊撥備
the year (12,129) (4,794) (16,923)
Exchange adjustments 匯兌調整 (12,673) (158) (12,831)

十二月三十一日 359,556 5,484 365,040
The analysis of the net book value of right-of-use 按相關資產類別劃分的使用權資產賬面淨

assets by class of underlying asset is as follows: 值分析如下︰
31 December 1 January
2019 2019
二零一九年二零一九年
十二月三十一日一月一日
HK$’000 HK$’000
千港元千港元
Ownership interests in leasehold land of 租賃的所有權權益剩餘租期

amortisation with remaining lease term 處於以下範圍的土地攤
of: 銷︰
— Between 10 and 50 years — 10至50年 359,556 384,358
Other properties leased for own used 剩餘租期處於以下範圍的租

carried at depreciation cost with 作自用之其他物業，以折
remaining lease term of: 舊成本列示
— Less than 10 years — 不超過10年 5,484 10,436
F-130
ANNUAL REPORT 2019


Lease liabilities 租賃負債
31 December 1 January
2019 2019
十二月三十一日一月一日
HK$’000 HK$’000
千港元千港元
Lease liabilities 租賃負債

— Current (included in other — 流動（計入其他應付
payables) (note 34) （附註34）
款項） 4,124 4,613
— Non-current — 非流動 1,579 5,823
5,703 10,436
2019
二零一九年
HK$’000
千港元
At 31 December 2018 於二零一八年十二月三十一日 —

Recognition upon initial application of 首次應用香港財務報告準則
HKFRS 16 第16號時確認 10,436
At 1 January 2019 於二零一九年一月一日 10,436

Additions during the year 年內添置 —
Interest charged to profit or loss 扣除自損益的利息 383
Payment during the year 年內付款 (4,956)
Exchange adjustments 匯兌調整 (160)
At 31 December 2019 於二零一九年十二月三十一日 5,703
F-131

Lease liabilities (Continued) 租賃負債（續）

The following table shows the remaining contractual 下表載列本報告期間及過往報告期間結束
maturities of the Group’s lease liabilities at the end 時及過渡至香港財務報告準則第16號當日
of the current and previous reporting periods and at 的本集團租賃負債餘下合約到期情況：
the date of transition to HKFRS 16:
31 December 2019 1 January 2019 (Note) 31 December 2018 (Note)

二零一九年十二月三十一日二零一九年一月一日（附註）二零一八年十二月三十一日（附註）
Present value
of the minimum Present value Present value
lease Total minimum of the minimum Total minimum of the minimum Total minimum
payments lease payments lease payments lease payments lease payments lease payments
最低租賃最低租賃最低租賃最低租賃最低租賃最低租賃
款項現值款項總額款項現值款項總額款項現值款項總額
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Within 1 year 一年內 4,124 4,293 4,613 5,002 — —

After 1 year but within 一年後但兩年內
2 years 1,579 1,608 4,190 4,362 — —
After 2 years but within 兩年後但五年內
5 years — — 1,633 1,664 — —
5,703 5,901 10,436 11,028 — —
Less: total future interest 減：日後利息開支總額

expenses (198) (592) —
Present value of lease 租賃負債現值

liabilities 5,703 10,436 —
Note: The Group has initially applied HKFRS 16 using the cumulative 附註：本集團使用累計影響法首次應用香港財務報
effect approach and adjusted the opening balances at 1 告準則第16號，並調整二零一九年一月一日的
January 2019 to recognise lease liabilities relating to leases 期初結存，以確認過往根據香港會計準則第17
which were previously classified as operating leases under 號分類為經營租賃的租賃相關租賃負債。該等
HKAS 17. These liabilities have been aggregated with the 負債已併入過往分類為融資租賃的租賃結轉
brought forward balances relating to leases previously 結餘（如有）。
classified as finance leases, if any.
Comparative information as at 31 December 2018 has not 二零一八年十二月三十一日的比較資料並無

been restated and relates solely to leases previously 重列，僅涉及過往分類為融資租賃的租賃。本
classified as finance leases. The Group has no finance lease 集團於二零一八年十二月三十一日並無融資
as at 31 December 2018. Further details on the impact of the 租賃。有關過渡至香港財務報告準則第16號的
transition to HKFRS 16 are set out in note 2(c). 影響詳情載於附註2(c) 。
Information on operating leases as at 31 December 2018 are 有關二零一八年十二月三十一日的經營租賃

set out in note 42. 詳情載於附註42。
F-132
ANNUAL REPORT 2019


Lease liabilities (Continued) 租賃負債（續）
2019
二零一九年
HK$’000
千港元
Short-term lease expense 短期租賃開支 17,939

Low-value lease expense 低價值租賃開支 1,184
19. PREPAID LEASE PAYMENTS 19. 預付租賃款項
2019 2018
HK$’000 HK$’000
千港元千港元
The Group’s prepaid lease payments 本集團之預付租賃款項

comprise: 包括：
the PRC 使用權 — 384,358

comprise: 包括：
— current asset — 流動資產 — 11,995
— non-current asset — 非流動資產 — 372,363
— 384,358
Upon the transition to HKFRS 16 on 1 January 2019, 於二零一九年一月一日過渡至香港財務報

the prepaid lease payments were regarded as 告準則第16號後，預付租賃款項視作使用
right-of-use assets. 權資產。
F-133
20. INTERESTS IN ASSOCIATES 20. 於聯營公司之權益
2019 2018
HK$’000 HK$’000
千港元千港元
Cost of unlisted investments in 於聯營公司之非上市

associates 投資成本 397,966 353,070
Share of post-acquisition losses and 分佔收購後虧損及儲備，
reserves, net of dividends received 扣除已收股息 (108,036) (90,532)
Goodwill 商譽 1,970 2,038
291,900 264,576
2019 2018
HK$’000 HK$’000
千港元千港元
Amounts due from associates: 應收聯營公司款項：

— Interest-free — 不計息 2,309,451 63,245
— Fixed rate of 6% — 固定利率6% — 725,402
— Fixed rate of 8% — 固定利率8% 206,667 213,793
2,516,118 1,228,259
2019 2018
HK$’000 HK$’000
千港元千港元
Amount due to an associate: 應付一間聯營公司款項：

— Interest-free — 不計息 81,722 —
The amounts are unsecured and repayable on 有關款項均為無抵押，且須應要求償還或

demand or within one year. 於一年內償還。
F-134
ANNUAL REPORT 2019

20. INTERESTS IN ASSOCIATES 20. 於聯營公司之權益（續）

(Continued)
Details of the Group’s principal associates as at 31 本集團於二零一九年及二零一八年十二月

December 2019 and 2018 are as follows: 三十一日之主要聯營公司之詳情如下：
Proportion of ownership
interest by the Group
本集團擁有權益比例
Place of
establishment
Name of associates and business 2019 2018 Principal activities
聯營公司名稱成立及營運地點二零一九年二零一八年主要業務
南寧市柳沙房地產開發有限公司 PRC 30% 30% Property development

（「南寧柳沙房地產」）中國物業發展
濟南世茂新紀元置業有限公司 PRC 25% 25% Property development

（「濟南世茂」）中國物業發展
威海國興置業有限公司 PRC 30% 30% Property development

（「威海國興」）中國物業發展
濰坊市中南錦悅房地產開發有限公司 PRC 30% 30% Property development

（「濰坊中南錦悅」）中國物業發展
蘇州宏景置業有限公司 PRC 40% 40% Property development

（「蘇州宏景」）中國物業發展
蘇州滸茂置業有限公司 PRC 45% — Property development

（「蘇州滸茂」）中國物業發展
蘇州瑞茂房地產開發有限公司 PRC 49% — Property development

（「瑞茂房地產」）中國物業發展
Notes: 附註：
(i) The above table lists the associates of the Group which in the (i) 董事認為，上表列出對本集團之業績或資產有
opinion of the directors, principally affected the results or 重大影響之本集團聯營公司，並認為如將其他
assets of the Group. To give details of other associates 聯營公司之資料詳細列出，會令資料過於冗
would, in the opinion of the directors, result in particulars of 長。
excessive length.
(ii) For the initial application of HKFRS 16 leases, there was no (ii) 首次應用香港財務報告準則第16號租賃對聯營
material impacts to associates and no retrospective 公司並無重大影響，毋須作出追溯調整。
adjustments required.
F-135

(Continued)
Additions during the year ended 31 December 2019 截至二零一九年及二零一八年十二月

and 2018 mainly included the investments in a 三十一日止年度增加主要包括聯同第三方
number of property development companies together 投資數家物業發展公司。對本集團而言概
with third parties. None of the acquisition was 無任何收購屬個別重大。收購概要如下：
individually significant to the Group. Summary of the
acquisitions are as follows:
For the year ended 31 December 2019 截至二零一九年十二月三十一

日止年度
Total
蘇州滸茂瑞茂房地產合計
HK$’000 HK$’000 HK$’000
Identifiable net assets: 可識別淨資產：

Identifiable assets and liabilities 可識別資產及
assumed 已承擔負債
Assets 資產 1,596,143 1,712,100 3,308,243
Liabilities 負債 (1,541,128) (1,657,874) (3,199,002)
Identifiable net assets 可識別淨資產 55,015 54,226 109,241
Reconciliation to the Group’s 與本集團於聯營公司

interests in associates: 的權益對賬：
Cash consideration for the acquisition 收購現金代價 25,000 27,222 52,222
Fair values of the Group’s share of 本集團應佔可識別
identifiable net assets 淨資產之公平值 (25,000) (27,222) (52,222)
Goodwill 商譽 — — —
F-136
ANNUAL REPORT 2019


(Continued)
For the year ended 31 December 2018 截至二零一八年十二月三十一

日止年度
Total
濰坊中南錦悅蘇州宏景合計
HK$’000 HK$’000 HK$’000

Assets 資產 886,939 2,517,343 3,404,282
Liabilities 負債 (887,945) (2,466,170) (3,354,115)
Identifiable net assets 可識別淨資產 (1,006) 51,173 50,167
Reconciliation to the Group’s 與本集團於聯營公司

interests in associates: 的權益對賬：
Cash consideration for the 收購現金代價
acquisition 3,448 23,449 26,897
F-137

(Continued)
Summarised financial information of 重大聯營公司財務資料概要

material associate
Summarised financial information in respect of the 本集團重大聯營公司的財務資料概要載列
Group’s material associate is set out below: 如下：
南寧柳沙房地產
2019 2018
HK$’000 HK$’000
千港元千港元
As at 31 December 於十二月三十一日
Current assets 流動資產 1,686,143 1,733,253
Non-current assets 非流動資產 7,132 7,554
Current liabilities 流動負債 (1,164,098) (1,024,739)
Non-current liabilities 非流動負債 — —
Included in the above amounts are: 計入上述款項的項目為：

Cash and cash equivalents 現金及等同現金 36,846 12,665
Current financial liabilities (excluding 流動金融負債（不包括

trade and other payables) 應付貿易及其他賬款） (989,291) (814,751)
Non-current financial liabilities 非流動金融負債（不包括

(excluding other payables) 其他應付賬款） — —
F-138
ANNUAL REPORT 2019


(Continued)

material associate (Continued) （續）
2019 2018
HK$’000 HK$’000
千港元千港元
Year ended 31 December 截至十二月三十一日

止年度
Revenue 收入 — 834
Net loss and total comprehensive 虧損淨額及全面收益總額

income (132,420) (103,953)

Depreciation and amortisation 折舊及攤銷 (155) (151)
Interest income 利息收入 384 150
Interest expense 利息開支 (114,604) (93,144)
Income tax expense 所得稅開支 — (1,407)
F-139

(Continued)

Reconciliation of the above summarised financial 上述財務資料概要與已於綜合財務報表確
information to the carrying amount of the interest in 認的聯營公司權益的賬面值的對賬：
the associate recognised in the consolidated financial
statements:
2019 2018
HK$’000 HK$’000
千港元千港元
Net assets 資產淨值 529,177 716,068

Proportion of the Group’s ownership 本集團擁有權益比例
interest 30% 30%
Group’s share of net assets 本集團分佔資產淨值 158,753 214,820

Carrying amount in the consolidated 綜合財務報表賬面值

financial statements 160,210 216,327
Aggregate information of associates 非個別重大的聯營公司資料匯

that are not individually material 總
2019 2018
HK$’000 HK$’000
千港元千港元

Group’s share of profit/(loss) 本集團分佔溢利 ╱（虧損） 19,096 (22,768)
F-140
ANNUAL REPORT 2019

21. INTERESTS IN JOINT VENTURES 21. 於合營企業之權益
2019 2018
HK$’000 HK$’000
千港元千港元
Cost of unlisted investments in joint 於合營企業之非上市投資

ventures 成本 7,084,719 7,635,284
Share of post-acquisition profit and 分佔收購後溢利及儲備，
reserves, net of dividends received 扣除已收股息 344,940 138,111
7,429,659 7,773,395
2019 2018
HK$’000 HK$’000
千港元千港元
Amounts due from joint ventures: 應收合營企業款項：

— Interest-free — 不計息 4,245,175 867,988
— 110% of benchmark rate in the — 110%中國基準
PRC 利率 362,541 538,550
5,080,256 3,015,072
Amounts due to joint ventures: 應付合營企業款項：

— Interest-free — 不計息 671,566 741,562
— Fixed rate of 4.35% — 固定利率4.35% 1,017,175 1,154,023
— Fixed rate of 5.34% — 固定利率5.34% — 243,678
— Fixed rate of 6.85% — 固定利率6.85% — 1,379,311
1,688,741 3,518,574
The amounts are unsecured and repayable on 有關款項均為無抵押，且須應要求償還。

demand.
F-141
21. INTERESTS IN JOINT VENTURES 21. 於合營企業之權益（續）

(Continued)
Details of the Group’s principal joint ventures as at 本集團於十二月三十一日之主要合營企業

31 December, are as follows: 之詳情如下：
Proportion of ownership interest

by the Group
Place of
establishment and
Name of joint ventures business 2019 2018 Principal activities
合營企業名稱成立及營運地點二零一九年二零一八年主要業務
深圳市保利劇院演出經營有限公司 PRC 45% 45% Theatre management

中國劇院管理
上海盛垣房地產開發有限公司（「上海盛垣」） PRC 50% 50% Investment holding

中國投資控股
上海保利盛冠投資有限公司 PRC 50% 50% Investment holding

中國投資控股
廣西保利領秀投資有限公司 PRC — (ii) 46.7% Property development

（「廣西保利領秀」）中國物業發展
桂林保利文化投資發展有限公司 PRC 50% 50% Investment holding

中國投資控股
上海隆奕投資管理有限公司 PRC 50% 50% Property investment

中國物業投資
上海隆威投資管理有限公司 PRC 50% 50% Investment holding

中國投資控股
上海金嵐投資有限公司 PRC 50% 50% Investment holding

中國投資控股
深圳市保誠房地產開發有限公司 PRC 50% 50% Property development

（「深圳保誠房地產」）中國物業發展
深圳市保達房地產開發有限公司 PRC 50% 50% Property development

（「深圳保達房地產」）中國物業發展
武漢常陽潤力房地產開發有限公司 PRC — (i) 64.3% Property development

（「武漢常陽潤力」）中國物業發展
濟南萬保盛輝房地產開發有限公司 PRC 33% 33% Property development

（「濟南萬保」）中國物業發展
寧波上湖置業有限公司 PRC 33% 33% Property development

（「寧波上湖」）中國物業發展
Win Loyal Development Limited HK 30% 30% (iii) Property development

（「 Win Loyal 」）香港物業發展
Joy Best Enterprises Limited BVI 35% — Investment holding

（「 Joy Best 」）英屬處女群島投資控股
F-142
ANNUAL REPORT 2019


(Continued)
The above table lists the joint ventures of the Group 董事認為，上表列出對本集團之業績或資
which in the opinion of the directors, principally 產有重大影響之本集團合營企業，並認為
affected the results or assets of the Group. To give 如將其他合營企業之資料詳細列出，會令
details of other joint ventures would, in the opinion 資料過於冗長。
of the directors, result in particulars of excessive
length.
Notes: 附註：
(i) The Group acquired an additional 35.7% equity interest of 武 (i) 本集團於二零一九年收購武漢常陽潤力額外
漢常陽潤力 in 2019 and thus accounted for as a subsidiary of 35.7%股權，因而其作為本集團附屬公司入
the Group. For details, please refer to note 52. 賬。詳情請參閱附註52。
(ii) The Group acquired an additional 36.8% equity interest of 廣 (ii) 本集團於二零一九年收購廣西保利領秀額外
西保利領秀 in 2019 and thus accounted for as a subsidiary of 36.8%股權，因而其作為本集團附屬公司入
the Group. For details, please refer to note 52. 賬。詳情請參閱附註52。
(iii) The Group acquired 30% equity interest in Win Loyal through (iii) 本集團於二零一八年以總代價3,749,739,000港
acquired a fully owned subsidiary, Active Success Consultants 元收購一間全資附屬公司Active Success
Limited at a total consideration of HK$3,749,739,000 in 2018 Consultants Limited ，藉此收購Win Loyal
in expand business in property development in Macau. 30%股權以擴大澳門的物業開發業務。
(iv) For the initial application of HKFRS 16 leases, there were no (iv) 首次應用香港財務報告準則第16號租賃對合營
material impacts to joint ventures and no retrospective 企業並無重大影響，毋須作出追溯調整。
adjustments required.
F-143

(Continued)
Summarised financial information of 重大合營企業財務資料概要

material joint ventures
Summarised financial information in respect of the 本集團重大合營企業的財務資料概要載列
Group’s material joint ventures are set out below: 如下：
深圳保誠房地產
2019 2018
HK$’000 HK$’000
千港元千港元
Current liabilities 流動負債 (144,813) (558,263)
Non-current liabilities 非流動負債 (2,376,111) (886,667)

Current financial liabilities 流動金融負債

(excluding trade and other （不包括應付貿易及
payables) 其他賬款） (143,653) (557,342)

(excluding other payables) 其他應付賬款） (2,376,111) (886,667)
Revenue 收入 — —
Net profit/(loss) and total 溢利 ╱（虧損）淨額及

comprehensive income 全面收益總額 845 (22,926)
F-144
ANNUAL REPORT 2019


(Continued)

material joint ventures (Continued) （續）
information to the carrying amount of the interest in 認的合營企業權益的賬面值的對賬：
the joint venture recognised in the consolidated
financial statements:
2019 2018
HK$’000 HK$’000
千港元千港元
Net assets 資產淨值 1,920,476 1,985,834

interest 50% 50%
Group’s share of net assets and 本集團分佔資產淨值及

carrying amount 賬面值 960,238 992,917
F-145

(Continued)

上海盛垣
2019 2018
HK$’000 HK$’000
千港元千港元

Current financial liabilities (excluding 流動金融負債

trade and other payables) （不包括應付貿易及
其他賬款） (2,449,086) (1,312,184)
Non-current financial liabilities 非流動金融負債

(excluding other payables) （不包括其他應付賬款） — —
Revenue 收入 675,931 3,435,888
Net profit/(loss) and total 溢利 ╱（虧損）淨額及

comprehensive income 全面收益總額 244,841 (257,623)
F-146
ANNUAL REPORT 2019


(Continued)

2019 2018
HK$’000 HK$’000
千港元千港元
Net assets 資產淨值 2,667,211 2,712,101

interest 50% 50%

carrying amount 賬面值 1,333,606 1,356,051
Aggregate information of joint ventures 非個別重大的合營企業資料匯

2019 2018
HK$’000 HK$’000
千港元千港元
Carrying amount of not individually 綜合財務報表中非個別重

material joint ventures in the 大合營企業的賬面值
consolidated financial statements 5,135,815 5,424,427
Group’s share of profit 本集團分佔溢利 375,497 390,644
F-147
22. FINANCIAL ASSETS AT FAIR VALUE 22. 按公平值計入損益之金融資

THROUGH PROFIT OR LOSS 產
2019 2018
HK$’000 HK$’000
千港元千港元
Financial assets at fair value through 按公平值計入損益之金融

profit or loss 資產
— Equity securities listed in Hong — 於香港上市之股本

Kong 證券 9,349 15,053
— Unlisted equity securities (note) — 非上市股本證券
（附註） 535,275 411,888
544,624 426,941
Note: The unlisted equity securities are mainly represented 附註：非上市股本證券主要為持有保利財務有限

shares in Poly Finance Company Limited (“Poly Finance”), 公司（「保利財務」）的股份，保利財務為一
a company incorporated in the PRC and engaged in 間於中國註冊成立並從事金融管理服務的
financial management services. The Group held 11.35% 公司。截至二零一九年及二零一八年十二
equity interest of Poly Finance during the year 31 月三十一日止年度本集團持有保利財務的
December 2019 and 2018. The Group irrevocably 11.35%權益。因投資乃為策略目的而持
designated its investment in Poly Finance at FVPL as the 有，故本集團不可撤銷地將於保利財務的
investment is held for strategic purposes. The fair value of 投資指定為按公平值計入損益。非上市股
the unlisted equity securities are determined based on 本證券之公平值基於交易價格及收購日期
transaction price and factors or events that have occurred 後產生的因素或發生的事件而釐定。年
after the acquisition date. Dividend of HK$9,931,000 內，本集團收到該投資之股息為9,931,000
(2018: HK$7,665,000) was received on this investment 港元（二零一八年：7,665,000港元）。
during the year.
F-148
ANNUAL REPORT 2019

23. DEPOSITS PAID FOR ACQUISITION 23. 收購土地使用權已付按金

OF LAND USE RIGHTS
2019 2018
HK$’000 HK$’000
千港元千港元

Deposits paid 已付按金 1,090,555 334,621
The deposits were paid by the Group to PRC 本集團在中國已就用作物業發展用途之四

government authority in connection with the bidding 幅（二零一八年：兩幅）土地之招標向中國
of four (2018: two) pieces of land in the PRC for 政府當局支付按金。
property development purpose.
24. PROPERTIES UNDER DEVELOPMENT 24. 發展中及持作出售物業

AND HELD FOR SALE
2019 2018
HK$’000 HK$’000
千港元千港元
Properties under development located 位於中國的發展中物業

in the PRC
— Medium term land use rights — 中期土地使用權 59,574,490 47,241,309
Properties under development located 位於香港的發展中物業
in Hong Kong
— Medium term leases — 中期租約 6,092,957 5,644,227
Properties held for sale located in the 位於中國的持作出售物業
PRC
Properties held for sale located in 位於香港的持作出售物業
Hong Kong
86,983,568 81,083,528
The impairment loss on properties under 截至二零一九年十二月三十一日止年度，

development and held for sale of HK$1,020,281,000 於損益中確認發展中及持作出售物業減值
(2018: HK$10,909,000) (note 13) is recognised in 虧損1,020,281,000港元（二零一八年：
profit or loss for the year ended 31 December 2019. 10,909,000港元）（附註13）。截至二零一九
As at 31 December 2019, the accumulated 年十二月三十一日，發展中及持作出售物
impairment of property under development and 業累計減值1,308,745,000港元（二零一八
property held for sale is HK$1,308,745,000 (2018: 年：335,619,000港元）。
HK$335,619,000).
F-149
25. OTHER INVENTORIES 25. 其他存貨
2019 2018
HK$’000 HK$’000
千港元千港元
Raw materials 原材料 57,365 21,219

Work in progress 在製品 29 687
Finished goods 製成品 23,997 24,572
81,391 46,478
26. CONTRACT COSTS 26. 合約成本
2019 2018
HK$’000 HK$’000
千港元千港元
Contract costs 合約成本 390,816 465,069
Contract costs capitalised as at 31 December 2019 於二零一九年十二月三十一日之資本化合

relate to the incremental sales commissions paid to 約成本與已付物業代理之銷售佣金增加有
property agents whose selling activities resulted in 關，該等物業代理的銷售活動致使客戶就
c ustom e r s e n t e r i n g i n t o s a l e a nd purcha se 本集團於報告日期仍在建的物業訂立買賣
agreements for the group’s properties which are still 協議。合約成本於相關物業銷售收入確認
under construction at the reporting date. Contract 期間的損益表中確認為「銷售開支」的一部
costs are recognised as part of “selling expenses” in 分。年內於損益確認的資本化成本金額為
the statement of profit or loss in the period in which 570,521,000港元（二零一八年：
revenue from the related property sales is 332,053,000港元）。年內資本化成本的期
recognised. The amount of capitalised costs 初結餘或資本化成本並無減值（二零一八
recognised in profit or loss during the year was 年：無）。
HK$570,521,000 (2018: HK$332,053,000). There was
no impairment in relation to the opening balance of
capitalised costs or the costs capitalised during the
year (2018: Nil).
F-150
ANNUAL REPORT 2019

27. TRADE AND OTHER RECEIVABLES 27. 應收貿易及其他賬款
2019 2018
HK$’000 HK$’000
千港元千港元
Trade receivables 應收貿易賬款 160,493 248,854

Less: Allowance for doubtful debts 減：呆賬撥備 (15,383) (19,083)
145,110 229,771
Other receivables 其他應收賬款（扣除撥備

(net of allowance of HK$92,610,000) 92,610,000港元）
(2018: HK$123,548,000) （二零一八年：
123,548,000港元） 5,595,985 4,921,711
5,741,095 5,151,482
(a) Aging analysis (a) 賬齡分析

The credit terms in connection with sales of 就出售物業授予客戶之信貸期載於
properties granted to the customers are set out 買賣協議，且每份協議之信貸期均
in the sale and purchase agreements and vary 有所不同。由於本集團擁有眾多客
from agreements. There is no concentration of 戶，故此出售物業產生之應收貿易
credit risk with respect to trade receivables 賬款並無集中信貸風險。就向貿易
arising from sales of properties as the Group 客戶銷售貨品而言，本集團容許30
has numerous customers. In respect of sales of 天至90天不等之平均信貸期。於報
goods granted to trade customers, the Group 告期末應收貿易賬款（扣除呆賬撥
allows an average credit period of 30 to 90 備）賬齡分析如下：
days. The following is an aged analysis of trade
receivables net of allowance for doubtful debts
at the end of the reporting period:
2019 2018
HK$’000 HK$’000
千港元千港元
0 to 30 days 零至30天 67,235 108,164

31 to 90 days 31至90天 24,502 10,566
More than 90 days 超過90天 53,373 111,041
145,110 229,771
F-151
27. TRADE AND OTHER RECEIVABLES 27. 應收貿易及其他賬款（續）

(Continued)
(b) Aging of trade receivables which are (b) 過期但未減值之應收貿易

past due but not impaired 賬款之賬齡
2019 2018
HK$’000 HK$’000
千港元千港元
91 to 365 days 91至365天 53,373 111,041
Included in the Group’s trade receivable 本集團應收貿易賬款結餘內包括賬

balances are debtors with aggregate carrying 面值合共53,373,000港元（二零一八
amount of HK$53,373,000 (2018: 年：111,041,000港元）之應收款
HK$111,041,000) which are past due at the end 項，該等款項於報告期末已過期，
of the reporting period for which the Group has 且本集團並無就減值虧損作撥備。
not provided for impairment loss. The Group 本集團並無就該等結餘持有任何抵
does not hold any collateral over these 押品。該等結餘由出售物業
balances. The balance arises from sales of 46,201,000港元（二零一八年：
properties of HK$46,201,000 (2018: 103,686,000港元）、出售貨品
HK$103,686,000), sales of goods of 6,349,000港元（二零一八年：
HK$6,349,000 (2018: HK$6,723,000) and rental 6,723,000港元）及租金收入823,000
income of HK$823,000 (2018: HK$632,000). 港元（二零一八年：632,000港元）產
Based on past experience, the directors 生。根據過往經驗，董事認為毋須
consider that no impairment allowance is 就該等結餘作出減值撥備，原因是
necessary in respect of these balances as there 信貸質素並無重大變動，而結餘仍
has not been a significant change in credit 被視為可全數收回。
quality and the balances are still considered to
be fully recoverable.
The Group applies the simplified approach to 本集團採用香港財務報告準則第9號

provide for expected credit losses prescribed 所允許之簡化方法計提預期信貸虧
by HKFRS 9. As at 31 December 2019, a 損。於二零一九年十二月三十一
provision of HK$15,383,000 (equivalent to 日，撥備15,383,000港元（相當於人
RMB13,845,000) (2018: HK$19,083,000 民幣13,845,000元）（二零一八年︰
equivalent to RMB16,602,000) was made against 19,083,000港元（相當於人民幣
the gross amounts of trade receivables. 16,602,000元）乃就應收貿易賬款總
金額作出。
F-152
ANNUAL REPORT 2019

28. LOAN RECEIVABLES 28. 應收貸款
(a) Non-current loan receivables (a) 非流動應收貸款
2019 2018
HK$’000 HK$’000
千港元千港元
Non-current loan receivables 非流動應收貸款 195,666 216,021
Loan receivables are mortgage loan receivables 應收貸款為應收按揭貸款，以物業

which are secured on properties and repayable 為抵押，於25年內依不同年期，每
by monthly instalments with various tenors not 月分期還款，利息參考銀行最優惠
more than 25 years and carry interest at rates 貸款利率。於二零一九年十二月
with reference to banks’ Best Lending Rates. As 三十一日，概無應收貸款已逾期但
at 31 December 2019, none of the loan 無減值。該等款項與多名已評估信
receivables have been overdue but not 用狀況、抵押品及於報告日期後還
impaired. These relate to a number of 款之獨立客戶有關，信貸質素並無
independent customers for whom the 重大變動，款項仍被視為可收回。
creditworthiness, collateral and subsequent 應收貸款之減值虧損以撥備賬列
settlement after reporting date are assessed 賬，但倘本集團認為該款項不大可
and there has not been a significant change in 能收回，則減值虧損會直接與應收
credit quality and the amounts are still 貸款撇銷。截至二零一九年及二零
considered recoverable. Impairment losses in 一八年十二月三十一日止年度，減
respect of loan receivables are recorded using 值撥備之結餘和變動並不重大。
an allowance account unless the Group is
satisfied that recovery of the amount is remote,
in which case the impairment loss is written off
against loan receivables. The balance and
movement of the impairment allowance as at 31
December 2019 and 2018 is not significant.
F-153
28. LOAN RECEIVABLES (Continued) 28. 應收貸款（續）
(b) Short-term loan receivables (b) 應收短期貸款
2019 2018
HK$’000 HK$’000
千港元千港元
Other loans (note) 其他貸款（附註） 25,121 25,121

Less: Impairment loss recognised 減：已確認之減值虧損 (25,121) (25,121)
— —
There is no movement in the allowance of 截至二零一九年及二零一八年十二

short-term loan receivables for both years 月三十一日止兩個年度並無應收短
ended 31 December 2019 and 2018. 期貸款之撥備變動。
Note: 附註：
In accordance with loan agreements, the other loans carry 根據貸款協議，其他貸款按12%（二零一八
interest at 12% (2018: 12%) per annum and repayable on 年：12% ）年利率計息，並須應要求償還。於
demand. No interest was accrued for the two years ended 31 截至二零一九年及二零一八年十二月三十一
December 2019 and 2018. 日止兩個年度並無應計利息。
F-154
ANNUAL REPORT 2019

29. AMOUNT DUE TO THE ULTIMATE 29. 應付最終控股公司款項

HOLDING COMPANY
2019 2018
HK$’000 HK$’000
千港元千港元
Interest-free 不計息 20,925 21,647

92% of benchmark rate in the PRC 中國基準利率之92% — 30,924
20,925 52,571
The amounts are unsecured and repayable on 該等款項為無抵押及須應要求或於一年內

demand or within one year. 償還。
30. AMOUNT DUE TO AN 30. 應付一間中間控股公司款項

INTERMEDIATE HOLDING
COMPANY
2019 2018
HK$’000 HK$’000
千港元千港元

31. AMOUNTS DUE TO FELLOW 31. 應付同系附屬公司款項

SUBSIDIARIES
2019 2018
HK$’000 HK$’000
千港元千港元
Interest-free 不計息 539 1,377
The balances are unsecured and repayable on 結餘為無抵押及須應要求償還。

demand.
F-155
32. AMOUNTS DUE FROM/(TO) NON- 32. 應收 ╱（付）附屬公司非控股

CONTROLLING SHAREHOLDERS OF 股東款項
SUBSIDIARIES
2019 2018
HK$’000 HK$’000
千港元千港元

shareholders of subsidiaries: 股東款項：
605,146 862,587
Amounts due to non-controlling 應付附屬公司非控股

— Interest-free — 不計息 1,207,469 1,445,635
— Fixed rate of 6.85% — 固定利率6.85% 56,876 68,535
— Fixed rate of 8% — 固定利率8% 474,260 —
— Fixed rate of 8.5% — 固定利率8.5% 367,328 —
— Benchmark rate in the PRC — 中國基準利率 178,889 185,057
— Movement of Benchmark rates in — 中國基準利率之變動
the PRC plus 7.27% 加7.27% — 258,621
— 120% of Benchmark rate in the — 中國基準利率之120%
PRC 171,971 325,027
— 130% of Benchmark rate in the — 中國基準利率之130%
PRC — 40,115
2,491,584 2,395,404
The amounts are unsecured and repayable on 該等款項為無抵押及須應要求償還。

demand.
Benchmark rate in the PRC represented the 中國基準利率指中國人民銀行頒佈的現時

prevailing benchmark lending interest rate 借貸基準年利率4.15%（二零一八年︰
promulgated by People’s Bank of China being 4.15% 4.35% ）。
(2018: 4.35%) per annum.
F-156
ANNUAL REPORT 2019

33. PLEDGED BANK DEPOSITS AND 33. 已抵押銀行存款、銀行結

BANK BALANCES, DEPOSITS AND 存、存款及現金
CASH
(a) Pledged bank deposits represents deposits (a) 已抵押銀行存款指為取得授予本集

pledged to banks to secure general banking 團之一般銀行信貸而抵押予銀行之
facilities granted to the Group. Deposits 存款。為數433,580,000港元（二零
amounting to HK$433,580,000 (2018: 一八年：4,201,597,000港元）之存款
HK$4,201,597,000) have been pledged to secure 已作抵押，以取得一般銀行信貸，
general banking facilities and are classified as 並歸類為流動資產。
current assets.
The pledged bank deposits carry interest at a 已抵押銀行存款按介乎0.30%至

fixed rate ranging from 0.30% to 2.75% (2018: 2.75%（二零一八年：0.13%至
0.13% to 2.75%) per annum. The pledged bank 2.75% ）之固定年利率計息。已抵押
deposits will be released upon settlement of 銀行存款將於償清有關銀行借貸時
relevant bank borrowings. 解除。
Bank balances include HK$300,053,000 (2018: 在銀行結存中，為數300,053,000港

HK$1,280,375,000) which carry interest at fixed 元（二零一八年：1,280,375,000港
rates ranging from 1.15% to 3.77% (2018: 0% 元）按介乎1.15%至3.77%（二零一八
to 3.3%) per annum and HK$27,179,740,000 年：0%至3.3% ）之固定年利率計
(2018: HK$21,871,253,000) which carry interest 息；為數27,179,740,000港元（二零
at variable rates ranging from 0% to 4.05% 一八年：21,871,253,000港元）按介
(2018: 0% to 2.03%) per annum. 乎0%至4.05%（二零一八年：0%至
2.03% ）之浮動年利率計息。
Pledged bank deposits and bank balances, 二零一九年十二月三十一日，以人

deposits and cash denominated in RMB 民幣計值的已抵押銀行存款、銀行
amounted to approximately HK$27,129,056,000 結存、存款及現金約為
(2018: HK$21,273,949,000) as at 31 December 27,129,056,000港元（二零一八年：
2019. The RMB is not freely convertible into 21,273,949,000港元）。人民幣不可
other currencies. 自由轉換為其他貨幣。
F-157

BANK BALANCES, DEPOSITS AND 存、存款及現金（續）
CASH (Continued)
(b) Reconciliation of Liabilities Arising (b) 融資活動產生之負債對賬
from Financing Activities
The table below details changes in the Group’s 下表載列本集團融資活動產生之負
liabilities from financing activities, including 債變動詳情，包括現金及非現金變
both cash and non-cash changes. Liabilities 動。融資活動產生之負債為現金流
arising from financing activities are liabilities for 量或將來現金流量於本集團綜合現
which cash flows were, or future cash flows will 金流量表分類為來自融資活動的現
be, classified in the Group’s consolidated cash 金流量的負債。
flow statement as cash flows from financing
activities.
Amount Amount
due to the due to an Amounts due to
Amounts Amounts ultimate intermediate Amounts non-controlling Loan from
due to an due to joint holding holding due to fellow shareholders of Bank and other Notes a fellow
associate ventures company company subsidiaries subsidiaries borrowings payable subsidiary Lease liabilities
(note 20) (note 21) (note 29) (note 30) (note 31) (note 32) (note 35) (note 36) (note 40) (note 18) Total
應付一間應付合營應付最終應付一間中間應付同系應付附屬公司銀行及一間同系
聯營公司款項企業款項控股公司款項控股公司款項附屬公司款項非控股股東款項其他借貸應付票據附屬公司貸款租賃負債合計
（附註20）（附註21）（附註29）（附註30）（附註31）（附註32）（附註35）（附註36）（附註40）（附註18）
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
千港元千港元千港元千港元千港元千港元千港元千港元千港元千港元千港元
At 31 December 2018 於二零一八年十二月

三十一日 — 3,518,574 52,571 3,209 1,377 2,395,404 50,301,219 4,704,598 206,897 — 61,183,849
Impact on initial application of 首次應用香港財務報告
HKFRS 16 (note) 準則第16號的影響
（附註） — — — — — — — — — 10,436 10,436
At 1 January 2019 於二零一九年一月一日 — 3,518,574 52,571 3,209 1,377 2,395,404 50,301,219 4,704,598 206,897 10,436 61,194,285
Changes from financing cash 融資現金流量變動：
flows:
Borrowings raised 新增借貸 — — — — — — 30,181,963 — — — 30,181,963
Repayments of borrowings 借貸還款 — — — — — — (22,543,588) — — — (22,543,588)
Capital contribution by non- 附屬公司非控股股東
controlling shareholders 出資
of subsidiaries — — — — — 5,000 — — — — 5,000
Dividends paid to 已付附屬公司非控股
non-controlling 股東的股息
shareholders of
subsidiaries — — — — — (315,527) — — — — (315,527)
Advances from joint 合營企業墊款
ventures — 1,062,271 — — — — — — — — 1,062,271
Advances from an associate 一間聯營公司墊款 81,722 — — — — — — — — — 81,722
Advances from 附屬公司非控股股東
non-controlling 墊款
shareholders of
subsidiaries — — — — — 114,898 — — — — 114,898
Repayments to the ultimate 還款予最終控股公司
holding company — — (29,894) — — — — — — — (29,894)
Repayments to fellow 還款予同系附屬公司
subsidiaries — — — — (792) — — — — — (792)
Lease payments 租賃款項 — — — — — — — — — (4,956) (4,956)
Total changes from financing 融資現金流量變動總額

cash flows 81,722 1,062,271 (29,894) — (792) (195,629) 7,638,375 — — (4,956) 8,551,097
Exchange adjustments 匯兌調整 — (117,286) (1,752) (107) (46) 250,680 (1,372,495) (26,820) (6,897) (160) (1,274,883)
Other changes: 其他變動：
Acquisition of subsidiaries, net 收購附屬公司，扣除
of cash acquired 已收購現金 — (2,774,818) — — — — 2,972,314 — — — 197,496
Interest expenses 利息開支 — — — — — 41,129 — — — 383 41,512
Total other changes 其他變動總額 — (2,774,818) — — — 41,129 2,972,314 — — 383 239,008
As at 31 December 2019 於二零一九年

十二月三十一日 81,722 1,688,741 20,925 3,102 539 2,491,584 59,539,413 4,677,778 200,000 5,703 68,709,507
Note: The Group has initially applied HKFRS 16 using the 附註: 本集團使用累計影響法首次應用香港
cumulative effect method and adjusted the opening 財務報告準則第16號，調整二零一九年
balance at 1 January 2019 to recognise lease 一月一日的期初結餘以確認過往根據
liabilities relating to leases which were previously 香港會計準則第17號分類為經營租約
classified as operating leases under HKAS 17. See 的租約的租賃負債。請參閱附註2(c)及
note 2(c) and 18. 18。
F-158
ANNUAL REPORT 2019


CASH (Continued)

from Financing Activities （續）
(Continued)
Amount due to Amount due Amounts due to
Amounts the ultimate to an Amounts non- controlling Loan from a
due to holding intermediate due to fellow shareholders of Bank and other fellow
joint ventures company holding company subsidiaries subsidiaries borrowings Notes payable subsidiary
(note 21) (note 29) (note 30) (note 31) (note 32) (note 35) (note 36) (note 40) Total
應付應付一間應付應付附屬
應付合營最終控股中間控股同系附屬公司非控股銀行及一間同系附屬
企業款項公司款項公司款項公司款項股東款項其他借貸應付票據公司貸款
（附註21）（附註29）（附註30）（附註31）（附註32）（附註35）（附註36）（附註40）合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
千港元千港元千港元千港元千港元千港元千港元千港元千港元
At 1 January 2018 於二零一八年一月一日 2,258,285 411,592 21,034 587,869 2,529,004 42,925,236 3,900,000 214,286 52,847,306
Changes from financing cash flows: 融資現金流量變動：
Borrowings raised 新增借貸 — — — — — 27,806,144 — — 27,806,144
Notes payable raised 新增應付票據 — — — — — — 4,704,598 — 4,704,598
Repayments of borrowings 借貸還款 — — — — — (19,141,926) — — (19,141,926)
Repayments of notes payable 應付票據還款 — — — — — — (3,900,000) — (3,900,000)
Capital contribution by non-controlling 附屬公司非控股股東出資
shareholders of subsidiaries — — — — 31,207 — — — 31,207
Dividends paid to non-controlling shareholders 已付附屬公司非控股股東的股息
of subsidiaries — — — — (79,429) — — — (79,429)
Advances from joint ventures 合營企業墊款 1,338,161 — — — — — — — 1,338,161
Repayments to the ultimate holding company 還款予最終控股公司 — (344,828) — — — — — — (344,828)
Repayments to an intermediate holding company 還款予一間中間控股公司 — — (17,100) — — — — — (17,100)
Repayments to fellow subsidiaries 還款予同系附屬公司 — — — (566,221) — — — — (566,221)
Repayments to non-controlling shareholders of 還款予附屬公司非控股股東
subsidiaries — — — — (94,192) — — — (94,192)
Total changes from financing cash flows 融資現金流量變動總額 1,338,161 (344,828) (17,100) (566,221) (142,414) 8,664,218 804,598 — 9,736,414
Exchange adjustments 匯兌調整 (77,872) (14,193) (725) (20,271) (38,985) (1,288,235) — (7,389) (1,447,670)
Interest expenses 利息開支 — — — — 47,799 — — — 47,799
Total other changes 其他變動總額 — — — — 47,799 — — — 47,799
As at 31 December 2018 於二零一八年十二月三十一日 3,518,574 52,571 3,209 1,377 2,395,404 50,301,219 4,704,598 206,897 61,183,849
F-159
34. TRADE AND OTHER PAYABLES 34. 應付貿易及其他賬款
31 December 1 January 31 December

2019 2019 2018
二零一九年二零一九年二零一八年
十二月三十一日一月一日十二月三十一日
HK$’000 HK$’000 HK$’000
Trade payables 應付貿易賬款 11,249,376 11,199,699 11,199,699

Bills payables 應付票據 52,635 42,587 42,587
Other payables 其他應付賬款
(note i and ii) （附註i及ii ） 9,281,392 8,456,458 8,451,845
20,583,403 19,698,744 19,694,131
Notes: 附註：
(i) On the date of transition to HKFRS 16, accrued lease (i) 於過渡至香港財務報告準則第16號當日，計入
payments of HK$4,613,000 included in other payables was the 其他應付款項的應計租賃款項4,613,000港元
lease liabilities recognised at 1 January 2019. See note 2(c). 已於二零一九年一月一日確認為租賃負債。請
參閱附註2(c) 。
(ii) The lease liabilities of HK$4,124,000 was included in other (ii) 租賃負債4,124,000港元已計入截止至二零一九
payables as at 31 December 2019. 年十二月三十一日的其他應付款項。
As of the end of the reporting period, the aging 於報告期末按發票日期呈列之應付貿易賬

analysis of trade payables based on the invoice date 款賬齡分析如下：
is as follows:
2019 2018
HK$’000 HK$’000
千港元千港元
0 to 30 days 零至30天 5,229,598 4,965,999

31 to 90 days 31至90天 434,500 121,024
More than 90 days 超過90天 5,585,278 6,112,676
11,249,376 11,199,699
The average credit period is 90 days. The Group has 平均信貸期為90天。本集團已實施財務風

financial risk management policies in place to ensure 險管理政策，確保所有應付賬款不超逾信
that all payable is within the credit time frame. 貸時限。
F-160
ANNUAL REPORT 2019

35. BANK AND OTHER BORROWINGS 35. 銀行及其他借貸
2019 2018
HK$’000 HK$’000
千港元千港元
Bank and other loans 銀行及其他貸款

— Secured — 有抵押 22,100,737 22,922,951
— Unsecured — 無抵押 37,438,676 27,378,268
59,539,413 50,301,219
The bank and other loans are repayable as follows: 償還銀行及其他貸款之到期日如下：
2019 2018
HK$’000 HK$’000
千港元千港元
Within one year or on demand 一年內或應要求 15,349,243 13,840,294

After one year but within two years 一年後但不超過兩年 13,080,251 17,291,725
After two years but within three years 兩年後但不超過三年 14,673,810 10,198,448
After three years but within four years 三年後但不超過四年 4,082,596 1,553,544
After four years but within five years 四年後但不超過五年 4,958,915 1,901,149
After five years 五年以上 7,394,598 5,516,059
59,539,413 50,301,219
Less: Amounts due within one year 減：列於流動負債之

shown under current liabilities 一年內到期款項 (15,349,243) (13,840,294)
Amount due after one year 一年後到期款項 44,190,170 36,460,925
F-161
35. BANK AND OTHER BORROWINGS 35. 銀行及其他借貸（續）

(Continued)
2019 2018
Fixed rate 固定利率 (i) 18,808,789 17,044,936

Variable rate 浮動利率
— Benchmark rate in the — 中國基準利率
PRC (ii) 32,905,540 23,139,075
— Hong Kong Interbank — 香港銀行同業
Offered Rate (HIBOR) 拆息（香港
銀行同業拆息） (iii) 7,825,084 10,117,208
59,539,413 50,301,219
Notes: 附註：
(i) The balance carries interest charged at fixed rates from 4.62% (i) 結餘按固定利率4.62%至8%（二零一八年：
to 8% (2018: 4.8% to 8.8%). 4.8%至8.8% ）計息。
(ii) The balance carries interest charged at variable rates based (ii) 結餘根據中國基準利率介乎中國基準利率之
on benchmark rate in the PRC ranging from 90% to 140% of 90%至140%（二零一八年：按中國基準利率之
benchmark rate in the PRC (2018: 90% to 140% of 90%至140% ）浮動利率計息。
benchmark rate in the PRC).
(iii) The balance carries interest charged at variable rates based (iii) 結餘根據香港銀行同業拆息介乎香港銀行同
on HIBOR ranging from HIBOR plus 1.05% to 2.5% (2018: 業拆息加1.05%至2.5％（二零一八年：按香港
HIBOR plus 1.1% to 2.5%). 銀行同業拆息加1.1%至2.5% ）浮動利率計息。
F-162
ANNUAL REPORT 2019


(Continued)
At the end of the reporting period, the Group has 於報告期末，本集團有下列未提取借貸額

the following undrawn borrowing facilities: 度：
2019 2018
HK$’000 HK$’000
千港元千港元

— expiring within one year — 一年內屆滿 5,923,664 2,389,057
— expiring beyond one year — 一年後屆滿 14,536,824 10,386,895
Fixed rate 固定利率

— expiring within one year — 一年內屆滿 — 624,138
22,759,377 15,566,987
Several banking facilities are subject to the fulfilment 多項銀行信貸須履行涉及若干本集團財務

of covenants relating to certain of the Group’s 狀況比率之契諾，而此等常見於與金融機
financial position ratios which are commonly found in 構訂立之借款安排。倘本集團違反契諾，
lending arrangements with financial institutions. If the 已支取之信貸即成為須應要求償還。
Group was to breach the covenants, the drawn down
facilities would become repayable on demand.
The Group regularly monitors its compliance with 本集團定期監察是否遵守該等契諾，並根

these covenants and repayments are made according 據貸款協議償還貸款。本集團管理流動資
to the loan agreements. Further details of the 金風險的進一步詳情載於附註7(b) 。於二
Group’s management of liquidity risk are set out in 零一九年十二月三十一日，本集團並無違
note 7(b). As at 31 December 2019 none of the 反有關動用信貸額度的契諾（二零一八
covenants relating to drawn down facilities had been 年：無）。
breached (2018: none).
F-163
36. NOTES PAYABLE 36. 應付票據
The Group has issued the following notes payable: 本集團已發行以下應付票據︰
(i) On 10 April 2018 and 7 May 2018, the Group (i) 於二零一八年四月十日及二零一八
issued the 5.2% notes due in 2021 in the 年五月七日，本集團發行於二零
aggregate principal amount of US$500,000,000 二一年到期年利率為5.2%之票據，
(equivalent to HK$3,900,000,000) 本金總額為500,000,000美元（相當
(2018:US$500,000,000 equivalent to 於3,900,000,000港元）（二零一八
HK$3,900,000,000). The notes bear interest at 年：500,000,000美元（相當於
the rate of 5.2% per annum, which are payable 3,900,000,000港元））。該票據按年
semi-annually in arrears on the interest payment 利率5.2%計息，利息須於每年以每
dates falling 10 April, and 10 October, in each 半年形式於利息支付日（即四月十日
year. 及十月十日）支付。
(ii) On 22 August 2018, the Group issued the 5.28% (ii) 於二零一八年八月二十二日，本集
notes due in 2021 in the aggregate principal 團發行於二零二一年到期年利率為
amount of RMB700,000,000 (equivalent to 5.28%之票據，本金總額為人民幣
HK$777,778,000) (2018:RMB700,000,000 700,000,000元（相當於777,778,000
equivalent to HK$804,598,000). The note bears 港元）（二零一八年：人民幣
interest at the rate of 5.28% per annum. The 700,000,000元（相當於804,598,000
notes are payable annually in arrears on the 港元））。該票據按年利率5.28%計
interest payment date falling 13 August, in each 息，利息須於每年以每年形式於利
year. 息支付日（即八月十三日）支付。
(iii) On 16 May 2013, the Group issued the 4.75% (iii) 於二零一三年五月十六日，本集團
notes due in May 2018 in the aggregate 發行於二零一八年五月到期年利率
principal amount of US$500,000,000 (equivalent 為4.75%之票據，本金總額為
to HK$3,900,000,000). The notes bear interest at 500,000,000美元（相當於
the rate of 4.75% per annum, which are payable 3,900,000,000港元）。該等票據按年
dates falling 16 May, and 16 November, in each 半年形式於利息支付日（即五月十六
year. The notes were settled in May 2018. 日及十一月十六日）支付。該票據已
於二零一八年五月結算。
F-164
ANNUAL REPORT 2019

36. NOTES PAYABLE (Continued) 36. 應付票據（續）
The movements of the note are set out below: 票據變動載列如下：
2019 2018
HK$’000 HK$’000
千港元千港元
At 1 January 於一月一日 4,704,598 3,900,000

Issuance of notes 發行票據 — 4,704,598
Settlement 結算 — (3,900,000)
Exchange adjustments 匯兌調整 (26,820) —
At 31 December 於十二月三十一日 4,677,778 4,704,598
37. CONTRACT LIABILITIES 37. 合約負債
2019 2018
HK$’000 HK$’000
千港元千港元
Contract liabilities related to: 有關合約負債︰

Sale of properties 銷售物業 27,185,777 31,110,373
Impairment 減值 — —
27,185,777 31,110,373
F-165
37. CONTRACT LIABILITIES (Continued) 37. 合約負債（續）
Typical payment terms which impact on the amount 影響合約負債金額的一般支付條款如下︰

of contract liabilities are as follows:
Sales of properties 銷售物業

The Group receives payments from customers based 本集團按照合約約定之付款安排自客戶收
on billing schedule as established in a contracts. 取款項。付款通常在合約履約責任完成前
Payments are usually received in advance of the 收到，主要來自銷售物業。
performance under the contracts which are mainly
from sales of properties.
Movements in contract liabilities 合約負債變動
2019 2018
HK$’000 HK$’000
千港元千港元
Balance as at 1 January 於一月一日結餘 31,110,373 25,906,757

Addition on acquisition of subsidiaries 收購附屬公司時增加 6,027,086 —
Increase in contract liabilities as a 因銷售物業前款項而產生
result of billing in advance of sale 的合約負債增加
of properties 30,434,519 26,888,367
Decrease in contract liabilities as a 因確認年內收入而產生的
result of recognising revenue during 合約負債減少
the year
— the amount was included in the — 年初計入的
contract liabilities at the 合約負債
beginning of the year (24,777,924) (20,957,196)
— the amount was included in the — 年內計入的
contract liabilities during the 合約負債
year (14,783,141) —
Balance at 31 December 於十二月三十一日結餘 27,185,777 31,110,373
F-166
ANNUAL REPORT 2019

38. SHARE CAPITAL 38. 股本
2019 2018
No. of shares HK$’000 No. of shares HK$’000
股份數目千港元股份數目千港元
Ordinary shares, issued 普通股，已發行及繳足：

and fully paid
At 1 January and 於一月一日及

31 December 十二月三十一日 3,661,537,046 17,685,677 3,661,537,046 17,685,677
In accordance with section 135 of the Companies 根據《公司條例》第135條，本公司的普通

Ordinance, the ordinary shares of the Company do 股不會有面值。
not have a par value.
The holders of ordinary shares are entitled to receive 普通股的股東均享有獲得本公司不時宣派

dividends as declared from time to time and are 的股息及本公司會議上每股投一票的權
entitled to one vote per share at meetings of the 利。全部普通股於本公司的剩餘資產上為
Company. All ordinary shares rank equally with 平等。
regard to the Company’s residual assets.
39. SHARE OPTION SCHEMES 39. 購股權計劃
In order to provide incentives or rewards to the 為激勵或獎勵本公司董事及若干僱員以及

directors and certain employees of the Company and 若干合資格人士（「合資格參與者」）對本集
certain eligible persons (the “Eligible Participants”) to 團業務長遠的成就作出貢獻，本公司董事
contribute to the long term success of the business 會認為採納購股權計劃符合本公司最佳利
of the Group, the board of directors of the Company 益。
considers that it is in the best interest of the
Company to adopt a share option scheme.
At the annual general meeting of the Company held 於二零一四年五月二十八日舉行的本公司

on 28 May 2014, the shareholders of the Company 股東週年大會上，本公司股東採納購股權
adopted a share option scheme (the “Share Option 計劃（「購股權計劃」），據此，合資格參與
Scheme”), pursuant to which the Eligible Participants 者可根據並受限於購股權計劃規則的條款
may be granted a maximum of 364,463,704 options 及條件獲授上限為364,463,704份購股權，
to subscribe for shares of the Company upon and 以認購本公司股份。購股權計劃應由採納
subject to the terms and conditions of the rules of 日期二零一四年五月二十八日起計為期有
the Share Option Scheme. The Share Option Scheme 效十年並將於二零二四年五月二十七日屆
shall be valid and effective for a period of 10 years 滿。
commencing on the adoption date of 28 May 2014
and expiring on 27 May 2024.
F-167
39. SHARE OPTION SCHEMES 39. 購股權計劃（續）

(Continued)
According to the Share Option Scheme, the board of 根據購股權計劃，本公司董事會可向以下
directors of the Company may grant options to (i) 各方授出可認購本公司股份之購股權，而
any director and employee of the Company or 每手授出之購股權之代價為1港元；有關
subsidiaries, or an entity in which the Group holds an 各方包括：(i)本公司或附屬公司或本集團
interest (“Affiliate”); (ii) any customer, supplier, 持有權益之實體（「聯屬公司」）之任何董事
agent, partner, consultant, adviser or shareholder of 及僱員；(ii)本集團或聯屬公司之任何客
or contractor to the Group or an Affiliate; (iii) the 戶、供應商、代理、合作夥伴、諮詢人、
trustee of any trust the beneficiary of which or any 顧問、股東或承包商；(iii)受益人包括以下
discretionary trust the discretionary objects of which 人士之任何信託之受託人，或酌情對象包
include any director, employee, customer, supplier, 括以下人士之任何酌情信託；有關人士包
agent, partner, consultant, adviser or shareholder of 括本集團或聯屬公司之任何董事、僱員、
or contractor to the Group or an Affiliate; or (iv) a 客戶、供應商、代理、合作夥伴、諮詢
company beneficially owned by any director, 人、顧問、股東或承包商；或(iv)本集團或
employee, consultant, customer, supplier, agent, 聯屬公司之任何董事、僱員、諮詢人、客
partner, shareholder, adviser of or contractor to the 戶、供應商、代理、合作夥伴、股東、顧
Group or an Affiliate to subscribe for shares in the 問或承包商實益擁有的公司。
Company for a consideration of HK$1 for each lot of
share options granted.
Share option granted should be accepted within 28 所授出之購股權應於授出之日起計二十八

days from the date of grant. The board of directors 日內獲接納。董事會可全權酌情釐定購股
may at its absolute discretion determine the period 權可予行使之期間，而有關期間最遲須於
during which a share option may be exercised; such 授出有關購股權之日起計十年屆滿。董事
period should expire no later than 10 years from the 會亦可設定在購股權可予行使之期間行使
date of grant of the relevant option. The board of 購股權之限制。
directors may also provide restrictions on the
exercise of a share option during the period a share
option may be exercised.
The exercise price is determined by the board of 本公司董事會釐定之行使價不得低於以下

directors of the Company, and shall not be less than 最高之數額：(i)本公司股份於授出日期之
the highest of: (i) the closing price of the Company’s 收市價；(ii)緊接授出日期前五個營業日本
shares on the date of grant; (ii) the average closing 公司股份之平均收市價。
price of the Company’s shares for the five business
days immediately preceding the date of grant.
The maximum number of shares which may be issued 購股權計劃以及本公司任何其他購股權計

upon exercise of all outstanding options granted and 劃項下之所有已授出而尚未行使之購股權
yet to be exercised under the Share Option Scheme 獲行使時可予發行之股份最高數目，合共
and any other share option schemes of the Company 不得超過已發行股份總數之30% 。
shall not, in aggregate, exceed 30% of the total
number of shares in issue.
F-168
ANNUAL REPORT 2019


(Continued)
The total number of shares issued and to be issued 在任何十二個月期間，根據購股權計劃以
upon exercise of the options granted to each 及本公司任何其他購股權計劃而向個別人
individual under the Share Option Scheme and any 士授出之購股權（包括已行使、註銷及尚
other share option schemes of the Company 未行使之購股權）獲行使時已發行及可予
(including both exercised, cancelled and outstanding 發行之股份總數，不得超過本公司已發行
options) in any 12-month period shall not exceed 1% 股份總數之1% 。
of the total number of shares in issue of the
Company.
The fair value of share options granted to Eligible 授予合資格參與者的購股權公平值確認為

Participants is recognised as staff costs with a 員工成本，權益內之購股權儲備相應增
corresponding increase in share option reserve within 加。該公平值乃採用二項式模型於授出日
equity. The fair value is measured at grant date using 期經考慮授出購股權所依據的條款及條件
the Binomial model, taking into account the terms 計量。合資格參與者須先滿足歸屬條件，
and conditions upon which the options were granted. 方可無條件行使購股權，則購股權之估計
Where the Eligible Participants have to meet vesting 公平值總額在歸屬期間內分配，並計及購
conditions before becoming unconditionally entitled 股權將歸屬的可能性。
to the options, the total estimated fair value of the
options is spread over the vesting period, taking into
account the probability that the options will vest.
During the vesting period, the number of share 於歸屬期間將會審視預期歸屬的購股權數

options that is expected to vest is reviewed. Any 目。除非原有員工成本合資格確認為資
resulting adjustment to the cumulative fair value 產，否則於過往年度確認的任何累計公平
recognised in prior years is charged/credited to the 值調整將扣除自╱計入審視年度的損益
statement of profit or loss for the year of the review, 表，並相應調整購股權儲備。於歸屬日
unless the original staff costs qualify for recognition 期，調整確認為開支的金額，以反映實際
as an asset, with a corresponding adjustment to the 歸屬的購股權數目，而購股權儲備亦會相
share option reserve. On vesting date, the amount 應調整，除非因沒有達致與本公司的股份
recognised as an expense is adjusted to reflect the 市價相關的歸屬條件而沒收。權益金額於
actual number of options that vest (with a 購股權儲備確認，直至購股權獲行使（即
corresponding adjustment to the share option 計入已發行股份於股本確認之金額時）或
reserve) except where forfeiture is only due to not 購股權屆滿（即直接撥至累計溢利時）。
achieving vesting conditions that relate to the market
price of the Company’s shares. The equity amount is
recognised in the share option reserve until either
the option is exercised (when it is included in the
amount recognised in share capital for the shares
issued) or the option expires (when it is released
directly to accumulated profits).
F-169

(Continued)
As at 31 December 2018, no share option was 於二零一八年十二月三十一日，概無根據
granted under the Share Option Scheme. As at 31 購股權計劃授出購股權。於二零一九年
December 2019, 104,110,000 options were granted 十二月三十一日，根據購股權計劃已授出
and are outstanding under the Share Option Scheme. 104,110,000份購股權，可供授出的購股權
The total number of options available for grant is 總數為254,713,704份（二零一八年：
254,713,704 (2018: 364,463,704), representing 364,463,704份），佔本公司已發行股份約
approximately 6.95% (2018: 9.95%) of the issued 6.95%（二零一八年：9.95% ）。有關本公
shares of the Company. Details of such interests and 司根據購股權計劃授出的該等權益及購股
movements of share options granted by the 權變動詳情如下：
Company under the Share Option Scheme are shown
below:
Number of share options

購股權數目
Balance as at Granted Cancelled/lapsed Exercised Balance as at
Name or category of grantees Date of grant Exercise price Exercise period 1 January 2019 during the year during the year during the year 31 December 2019
(HK$)
一月一日十二月三十一日
承授人姓名或類別授出日期行使價（港元）行使期尚未行使本年內授出本年內註銷╱失效本年內行使尚未行使
Directors:
董事：
Mr. Zhang Bingnan

張炳南先生 10/1/2019 2.520 10/1/2021–9/1/2023 — 379,500 — — 379,500
10/1/2022–9/1/2024 — 379,500 — — 379,500
10/1/2023–9/1/2025 — 391,000 — — 391,000
Mr. Han Qingtao

韓清濤先生 10/1/2019 2.520 10/1/2021–9/1/2023 — 379,500 — — 379,500
10/1/2022–9/1/2024 — 379,500 — — 379,500
10/1/2023–9/1/2025 — 391,000 — — 391,000
Mr. Wang Xu
王旭先生 10/1/2019 2.520 10/1/2021–9/1/2023 — 379,500 — — 379,500
10/1/2022–9/1/2024 — 379,500 — — 379,500
10/1/2023–9/1/2025 — 391,000 — — 391,000
Mr. Wang Jian

王健先生 10/1/2019 2.520 10/1/2021–9/1/2023 — 379,500 — — 379,500
10/1/2022–9/1/2024 — 379,500 — — 379,500
10/1/2023–9/1/2025 — 391,000 — — 391,000
Mr. Ye Liwen
葉黎聞先生 10/1/2019 2.520 10/1/2021–9/1/2023 — 280,500 — — 280,500
10/1/2022–9/1/2024 — 280,500 — — 280,500
10/1/2023–9/1/2025 — 289,000 — — 289,000
Mr. Zhu Weirong

竺偉榮先生 10/1/2019 2.520 10/1/2021–9/1/2023 — 280,500 — — 280,500
10/1/2022–9/1/2024 — 280,500 — — 280,500
10/1/2023–9/1/2025 — 289,000 — — 289,000
Sub-total
小計 — 6,300,000 — — 6,300,000
Employees:
僱員：
In aggregate
合計 10/1/2019 2.520 10/1/2021–9/1/2023 — 34,138,500 (1,861,200) — 32,277,300
10/1/2022–9/1/2024 — 34,138,500 (1,861,200) — 32,277,300
10/1/2023–9/1/2025 — 35,173,000 (1,917,600) — 33,255,400
Sub-total
小計 — 103,450,000 (5,640,000) — 97,810,000
Total
合共 — 109,750,000 (5,640,000) — 104,110,000
F-170
ANNUAL REPORT 2019


(Continued)
The closing price of the shares of the Company 緊接授出日期前於香港聯合交易所有限公
immediately before the date of grant as quoted on 司（「聯交所」）所報的本公司股份收市價為
The Stock Exchange of Hong Kong Limited (the 每股2.49港元。
“Stock Exchange”) was HK$2.49 per share.
Fair value of share options and 購股權的公平值及假設

assumptions
The fair value of services received in return for share 作為二零一九年一月十日授出購股權而獲
options granted on 10 January 2019 is measured by 得服務的公平值，乃參照已授出購股權的
reference to the fair value of share options granted. 公平值計量。已授出購股權的估計公平值
The estimate of the fair value of the share options 乃根據二項式模型計量。購股權合約年期
granted is measured based on Binomial model. The 在此模型中用作一項輸入數據。預期提前
contractual life of the share option is used as an 行使納入該模型。
input into this model. Expectations of early exercise
are incorporated into the model.
Fair value of share options and assumptions are as 購股權的公平值及假設如下︰

follows:
Share price (HK$) 2.52 per share 股價（港元）每股2.52

Exercise price (HK$) 2.52 per share 行使價（港元）每股2.52
Grant date 10 January 2019 授出日期二零一九年
一月十日
Total number of share options 109,750,000 已授出購股權總數 109,750,000
granted
Number of share options 4,000,000 授予董事的購股權數目* 4,000,000
granted to Directors*
Number of share options 105,750,000 授予僱員的購股權數目 105,750,000
granted to employees
Share option period (years) 6 購股權期間（年度） 6
* Mr. Zhang Bingnan and Mr. Wang Jian were appointed as the * 張炳南先生及王健先生於二零一九年二月一
Directors of the Company on 1 February 2019, and 日獲委任為本公司董事，故於二零一九年一月
accordingly, they were classified as employees when the 十日授出相關購股權時被分類為僱員。
relevant share options were granted on 10 January 2019.
F-171

(Continued)
Share Options
購股權
Lot 1 Lot 2 Lot 3
第1批第2批第3批
First exercise date 首次行使日 10/1/2021 10/1/2022 10/1/2023

Maturity date 到期日 9/1/2023 9/1/2024 9/1/2025
Expected volatility (%) 預期波幅(%) 40.631 40.657 36.160
Dividend yield (%) 股息率(%) 4.122 4.122 4.122
Risk-free interest rate (%) 無風險利率(%) 1.744 1.769 1.808
Fair value (HK$) 公平值（港元） 22,679,000 24,365,000 25,268,000
Notes: 附註︰
(i) The expected volatility is based on the historic volatility, which (i) 預期波幅乃根據歷史波幅，按購股權的加權平
is calculated based on the weighted average remaining life of 均剩餘年期計算，經公開可得資料對未來波幅
the share options and adjusted for any expected changes to 的任何預期變動作出調整。
future volatility based on publicly available information.
(ii) The expected dividend yield is based on the dividend payout (ii) 預期股息率基於上一年支付的股息及上一年
in the previous year and the average share price in the 的平均股價計算。
preceding year.
For the year ended 31 December 2019, total equity- 截至二零一九年十二月三十一日止年度，

settled share-based payment expenses recognised 確認以權益結算以股份為基礎的開支總額
were as follows: 如下︰
HK$’000
千港元
Total equity-settled share-based payment 以權益結算以股份為基礎

expenses 的開支總額 72,312
Lapsed during the year 年內失效 (3,717)
Amortisation during the year 年內攤銷 (24,453)
At 31 December 2019 二零一九年十二月三十一日 44,142
F-172
ANNUAL REPORT 2019

40. LOAN FROM A FELLOW 40. 一間同系附屬公司貸款

SUBSIDIARY
The amount represents loan from a subsidiary of the 該款項指來自最終控股公司一間附屬公司
ultimate holding company. The amount is unsecured, 之貸款。該款項為無抵押、不計息及須於
interest-free and repayable upon expiration of the 本公司附屬公司保利大廈有限公司之合營
joint venture term of Poly Plaza Limited, a subsidiary 期屆滿時償還，自報告日期起計不少於
of the Company, which is due to settled not earlier 十二個月到期結算。
than twelve months from the reporting date.
41. DEFERRED TAX ASSETS/LIABILITIES 41. 遞延稅項資產 ╱ 負債
The deferred tax assets/liabilities recognised by the 本集團於本年度及過往年度確認之遞延稅

Group and the movements thereon during the 項資產 ╱ 負債及其變動如下：
current and prior years are as follows:
Expenses
recognised in
profit or
loss but
deductible in
subsequent
Deferred tax assets: 遞延稅項資產： Tax losses period Others Total
損益內
已確認但可
於往後期間
稅項虧損扣減的開支其他合計
HK$’000 HK$’000 HK$’000 HK$’000
At 1 January 2018 於二零一八年

一月一日 45,077 262,891 11,182 319,150
Credit to profit or loss 計入損益 — 15,620 4,312 19,932
Exchange adjustments 匯兌調整 (1,554) (9,245) (435) (11,234)

1 January 2019 十二月三十一日
及二零一九年
一月一日 43,523 269,266 15,059 327,848
Acquisition of subsidiaries 收購附屬公司 — 5,591 373 5,964
Credit/(charge) to profit or loss 計入 ╱（扣除）自損益 (14,812) (31,494) 8,352 (37,954)

十二月三十一日 27,425 234,675 23,186 285,286
F-173
41. DEFERRED TAX ASSETS/LIABILITIES 41. 遞延稅項資產 ╱ 負債（續）

(Continued)
Revaluation of properties
物業重估
Properties
Investment Hotel under
Deferred tax liabilities: 遞延稅項負債： properties properties developments Others Total
投資物業酒店物業發展中物業其他合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 1 January 2018 於二零一八年

一月一日 1,327,245 64,775 69,302 120,780 1,582,102
Charge to consolidated 扣除自綜合全面
statement of 收益表
comprehensive income — 136,863 — — 136,863
Charge/(credit) to profit or 扣除自╱（計入）損益
loss 79,192 — (30) (33,346) 45,816
Exchange adjustments 匯兌調整 (46,678) (2,233) (2,389) (2,648) (53,948)

1 January 2019 十二月三十一日及
二零一九年一月一日 1,359,759 199,405 66,883 84,786 1,710,833
Transfer 轉讓 32,859 — (32,859) — —

Acquisition of subsidiaries 收購附屬公司 — — 1,051,841 34,286 1,086,127
statement of 收益表
comprehensive income — 32,592 — — 32,592
Charge/(credit) to profit or 扣除自╱（計入）損益
loss 18,773 — (209,667) (54,389) (245,283)

十二月三十一日 1,364,762 225,350 865,705 62,814 2,518,631
At 31 December 2019, the Group other than its 於二零一九年十二月三十一日，本集團

subsidiaries in the PRC had unused tax losses of （不包括本集團之中國附屬公司）有未動用
approximately HK$2,184,878,000 (2018: 稅項虧損約2,184,878,000港元（二零一八
H K $1,535,725,000) f o r o f f s e t a g a i n s t f u t u r e 年：1,535,725,000港元），可抵扣未來應
assessable profits. Such unused tax losses may be 課稅溢利。該等未動用之稅項虧損可無限
carried forward indefinitely. 期結轉。
F-174
ANNUAL REPORT 2019


(Continued)
In addition, at 31 December 2019, the Group’s PRC 此外，於二零一九年十二月三十一日，本

subsidiaries had unused tax losses of approximately 集團之中國附屬公司有未動用之稅項虧損
HK$5,989,984,000 (2018: HK$7,810,856,000) other 約5,989,984,000港元（二零一八年：
than those unused tax losses for which deferred tax 7,810,856,000港元）
（已作出遞延稅項撥備
has been provided for, for offset against future 之未動用稅項虧損除外），可抵扣未來應
assessable profits. The maximum benefit from 課稅溢利。未動用稅項虧損之最高利益，
unutilised tax losses can be carried forward up to 可由產生作抵扣未來應課稅溢利之虧損之
five years from the year in which the loss was 年度起計，結轉最多五年。
originated to offset future taxable profits.
At 31 December 2019, deferred taxation has not 於二零一九年十二月三十一日，由於本集

been provided in the consolidated financial 團能夠控制暫時性差異轉回的時間，而且
statements in respect of temporary differences 該暫時性差異在可預見的未來很可能不會
attributable to the profits earned by the PRC 轉回，有關於中國附屬公司賺取之溢利應
subsidiaries amounted to HK$19,374,753,000 (2018: 佔之暫時差異19,374,753,000港元（二零
HK$19,524,865,000) as the Group is able to control 一八年：19,524,865,000港元），概無於綜
the timing of the reversal of the temporary 合財務報表內作出遞延稅項撥備。
differences and it is probable that the temporary
difference will not reverse in the foreseeable future.
The deferred tax assets arising from the above 由於未能預測未來溢利流量，故此上述未

unused tax losses have not been recognised in the 動用稅項虧損所產生之遞延稅項資產尚未
consolidated financial statements due to the 於綜合財務報表內確認。
unpredictability of future profit streams.
F-175
42. OPERATING LEASES 42. 經營租約
The Group as lessee: 本集團作為承租人：

At 31 December 2018, the total future minimum 於二零一八年十二月三十一日，根據不可
lease payments under non-cancellable operating 撤銷經營租約應付之未來最低租賃款項總
leases were payable as follows: 額如下：
Office
premises
辦公室物業
HK$’000
千港元
Within 1 year 一年內 12,953

In the second and fifth year inclusive 第二至第五年（包括首尾兩年） 16,119
Over five years 五年後 7,654
36,726
The Group as lessor: 本集團作為出租人：
2019 2018
HK$’000 HK$’000
千港元千港元
Income from operating lease 辦公室及管理服務經營

arrangements in respect of office 租約安排之收入
and management services 1,620,740 1,614,335
F-176
ANNUAL REPORT 2019

42. OPERATING LEASES (Continued) 42. 經營租約（續）
The Group as lessor: (Continued) 本集團作為出租人（續）

At the end of the reporting period, the Group had 於報告期末，本集團與租戶已訂約之未來
contracted with tenants for the following future 最低租賃款項如下：
minimal lease payments:
Office and shop Management fee income

辦公室及商店管理費收入
2019 2018 2019 2018
二零一九年二零一八年二零一九年二零一八年
HK$’000 HK$’000 HK$’000 HK$’000
Within one year 一年內 531,231 385,445 23,918 20,126

In the second to fifth year 第二至第五年
inclusive （包括首尾兩年） 1,153,349 806,708 45,202 55,232
Over five years 五年後 1,199,080 669,267 5,716 10,976
2,883,660 1,861,420 74,836 86,334
Significant leases are negotiated for a lease term of 就重大租約磋商議定之租賃期由1至20年

1 to 20 years (2018: 1 to 20 years). Certain leases （二零一八年：1至20年）不等。若干租賃
contain a contingent rental element. 包含或然租金部分。
43. CAPITAL COMMITMENTS 43. 資本承擔
2019 2018
HK$’000 HK$’000
千港元千港元
Capital expenditure contracted for but 有關下列各項已訂約

not provided in the consolidated 但未於綜合財務報表
financial statements in respect of: 撥備之資本開支：
— property development — 物業發展開支
expenditures 23,992,373 9,864,682
— acquisition of a land use right — 收購土地使用權 436,111 —
24,428,484 9,864,682
F-177
44. CONTINGENT LIABILITIES 44. 或然負債

The Group arranged mortgage loan facilities with 本集團已就物業單位買家與若干銀行安排
certain banks for purchasers of property units and 按揭貸款融資，並向銀行提供擔保以確保
provided guarantees to banks to secure obligations 該等買家履行還款責任。於二零一九年
of such purchasers of repayment. The maximum 十二月三十一日，給予銀行的最高擔保額
guarantees given to banks amounted to 達29,978,261,000港元（二零一八年：
HK$29,978,261,000 as at 31 December 2019 (2018: 24,775,663,000港元）。有關擔保將於下列
HK$24,775,663,000). Such guarantees terminate upon 較早者發生時終止：(i)發出房地產所有權
the earlier of (i) issue of the real estate ownership 證；及(ii)物業買家償付按揭貸款。本集團
certificate; and (ii) the satisfaction of the mortgage 並無就該等擔保確認任何遞延收入，此乃
loans by the buyers of the properties. The Group has 由於董事認為其公平值並不重大。董事亦
not recognised any deferred income in respect of 認為，即使買家並無向銀行還款，相關物
these guarantees as its fair value is considered to be 業之公平值仍足以填補本集團產生之尚未
minimal by the directors. The directors also consider 償還按揭貸款。
that the fair value of the underlying properties is able
to cover the outstanding mortgage loans generated
by the Group in the event the purchasers default
payments to the banks.
At 31 December 2019, the Group had given 於二零一九年十二月三十一日，本集團就

guarantees to certain banks in respect of credit 本集團若干聯營公司及合營企業所獲授信
facilities granted to certain associates and joint 貸融資為數3,062,527,000港元（二零一八
ventures of the Group amounting to 年：3,923,226,000港元）向若干銀行提供
HK$3,062,527,000 (2018: HK$3,923,226,000) of which 擔保，而聯營公司及合營企業已動用其中
HK$3,032,841,000 (2018: HK$3,909,068,000) had been 3,032,841,000港元（二零一八年：
utilised by the associates and joint ventures. 3,909,068,000港元）。
45. PLEDGED ASSETS 45. 資產抵押

At the end of the reporting period, the carrying 於報告期末，抵押作為本集團所獲授信貸
value of the Group’s assets which were pledged to 融資之擔保之本集團資產之賬面值如下：
secure credit facilities granted to the Group are as
follows:
2019 2018
HK$’000 HK$’000
千港元千港元
Investment properties 投資物業 6,770,988 6,031,545

Hotel properties 酒店物業 1,465,556 151,724
Buildings 樓宇 — 95,931
Right-of-use assets 使用權資產 96,370 —
Prepaid lease payments 預付租賃款項 — 61,656
Properties under development 發展中物業 27,623,760 19,685,181
Properties held for sale 持作出售物業 728,349 924,713
Bank deposits 銀行存款 433,580 4,201,597
37,118,603 31,152,347
F-178
ANNUAL REPORT 2019

45. PLEDGED ASSETS (Continued) 45. 資產抵押（續）
In addition to above pledge of assets, at 31 除上述資產抵押外，於二零一九年及二零

December 2019 and 2018, the Group’s interests in 一八年十二月三十一日，本集團已將所持
certain subsidiaries were pledged to secure credit 有若干附屬公司之權益抵押作為本集團所
facilities granted to the Group. The details of net 獲授信貸融資之擔保。附屬公司資產淨值
assets value of subsidiaries are as follows: 之詳情如下：
2019 2018
HK$’000 HK$’000
千港元千港元
Total assets 資產總值 14,040,422 11,584,681

Total liabilities 負債總額 (13,221,788) (10,680,886)
Net assets value 資產淨值 818,634 903,795
At 31 December 2019, no Group’s interests in joint 於二零一九年十二月三十一日，本集團於

ventures were pledged to secure the credit facilities 合營企業的權益並無抵押作為該合營企業
to the joint venture. At 31 December 2018, the 獲授的信貸融資的擔保。於二零一八年
Group’s interests in joint ventures were pledged to 十二月三十一日，本集團於合營企業的權
secure the credit facilities granted to the joint 益已抵押作為該合營企業獲授的信貸融資
ventures. The pledged interests were amounting to 的擔保，已抵押權益為3,713,975,000港
HK$3,713,975,000. 元。
46. RETIREMENT BENEFIT SCHEMES 46. 退休福利計劃
The Company and its subsidiaries in Hong Kong 本公司及於香港之附屬公司根據職業退休

operate a defined contribution retirement benefit 計劃條例為合資格僱員設立定額供款退休
scheme for their qualified employees pursuant to the 福利計劃。該計劃之資產由獨立受託人於
Occupational Retirement Schemes Ordinance. The 其基金內獨立管理。自綜合全面收益表扣
assets of the scheme are held separately in a fund 除之退休福利計劃供款為本集團按照該計
which is under the control of an independent trustee. 劃之規則所訂定之比率計算應付予基金之
The retirement benefit scheme contributions charged 供款。倘僱員在完全符合獲取全部供款之
to the consolidated statement of comprehensive 資格前退出該計劃，則沒收之供款將用作
income represent the contributions payable by the 扣減本集團將來應付之供款。
Group to the fund at rates specified in the rules of
the scheme. When there are employees who leave
the scheme prior to becoming fully vested in the
contributions, the amount of the forfeited
contributions will be used to reduce future
contributions payable by the Group.
F-179
46. RETIREMENT BENEFIT SCHEMES 46. 退休福利計劃（續）

(Continued)
To comply with the Mandatory Provident Fund 為遵守強制性公積金計劃條例（「強積金條

Schemes Ordinance (the “MPFO”), the Group also 例」），本集團亦為其於香港之合資格僱員
participates in a Mandatory Provident Fund scheme 參與一項強制性公積金計劃（「強積金計
(“MPF Scheme”) for its qualified employees in Hong 劃」）。強積金計劃已根據強積金條例向強
Kong. The MPF Scheme is registered with the 制性公積金計劃管理局註冊。強積金計劃
Mandatory Provident Fund Scheme Authority under 之資產與本集團資產分開持有，並由獨立
the MPFO. The assets of the MPF Scheme are held 受託人於其基金管理。根據強積金計劃之
separately from those of the Group in funds under 規則，僱主及其僱員均須按規則規定之比
the control of an independent trustee. Under the rule 率向計劃供款。本集團就強積金計劃須承
of the MPF Scheme, the employer and its employees 擔之唯一責任為根據計劃作出所須供款。
are each required to make contributions to the 沒收之供款不可用作扣減未來年度應付之
scheme at rate specified in the rules. The only 供款。
obligation of the Group with respect of MPF Scheme
is to make the required contributions under the
scheme. No forfeited contribution is available to
reduce the contribution payable in the future years.
The retirement benefit scheme contributions arising 產生自強積金計劃之退休福利計劃供款會

from the MPF Scheme charged to the consolidated 自綜合損益表扣除，相當於本集團按照該
statement of profit or loss represent contributions 計劃之規則所訂定之比率應付予基金之供
payable to the funds by the Group at rates specified 款。
in the rules of the scheme.
The employees in the subsidiaries in the PRC are 中國附屬公司之僱員乃中國政府營運之國

members of state-managed retirement benefit 家管理退休福利計劃之成員。附屬公司須
schemes operated by the PRC government. The 按僱員工資之若干百分比供款予該退休福
subsidiaries are required to contribute a certain 利計劃以資助有關福利。本集團就退休福
percentage of their payroll to the retirement benefit 利計劃之唯一責任為根據該計劃作出所須
scheme to fund the benefit. The only obligation of 供款。
the Group with respect to the retirement benefit
scheme is to make the required contributions under
the scheme.
At the end of the reporting period, there was no 於報告期末，並無因僱員退出退休福利計

significant forfeited contributions, which arose upon 劃而產生可用作於未來年度扣減應付供款
employees leaving the retirement benefit scheme, 之重大沒收供款。
available to reduce the contribution payable in the
future years.
The total cost charged to consolidated statement of 截至二零一九年十二月三十一日止年度，

profit or loss for the year ended 31 December 2019 自綜合損益表扣除之總成本約為
of approximately HK$168,704,000 (2018: 168,704,000港元（二零一八年：
HK$146,466,000) represents contributions payable to 146,466,000港元），相當於本集團年內應
the schemes by the Group during the year. 向該等計劃支付之供款。
F-180
ANNUAL REPORT 2019

47. RELATED PARTY TRANSACTIONS 47. 有關人士交易
(a) Transactions and balances with (a) 與中國保利集團之交易及

China Poly Group 結餘
The following is a summary of principal related 下列為除附註20、21、29、30及31
party transactions and balances entered into by 所披露的交易及結餘外，本集團與
the Group with China Poly Group Corporation 中國保利集團有限公司及其附屬公
Limited and its subsidiaries, apart from 司訂立的主要有關人士交易及結餘
transactions and balances disclosed in notes 概要。多項交易亦構成上市規則第
20, 21, 29, 30, 31. Several transactions also 14A章定義的關連交易。該等關連交
constitute connected transactions as defined 易的進一步詳情於董事會報告「關連
under Chapter 14A of Listing Rules. Further 交易」一段披露。
details of these connected transactions are
disclosed under the paragraph “Connected
Transactions” in the Report of Directors.
2019 2018
Transactions: 交易：
Construction services fee 建築服務費用 (i) — 46,095
Property rental income 物業租金收入 (ii) 17,740 14,720
Interest expenses 利息支出 (iii) 66,796 28,503
Management fee income 管理費收入 1,249 1,292
Rental expenses paid 已付租金開支 2,379 2,489
Notes: 附註：
(i) The amount represents the construction services fee (i) 有關款項指物業發展項目之已付或就
paid or payable to China Poly Group for the 建築服務應付予中國保利集團之建築
construction services in respect of property 服務費用。
development projects.
(ii) The amount represents rental income received for the (ii) 有關款項指經參考市價後之已收劇院
theatres which made with reference to market price. 租金收入。
(iii) The interest expenses derived from the loans advanced (iii) 利息支出來自中國保利集團墊付之貸
from China Poly Group, which was unsecured, carried 款，為無抵押、按中國基準利率100%
interest at a variable rate of 100% and 110% of 及110%之浮動利率計息及須於兩年內
benchmark rate in the PRC and repayable within two 償還。
years.
F-181
47. RELATED PARTY TRANSACTIONS 47. 有關人士交易（續）

(Continued)

China Poly Group (Continued) 結餘（續）
2019 2018
Balances: 結餘：
Bank balances and 銀行結存及存款
deposits (i) 455,000 460,926
Amount due from an 應收一間聯營公司款項
associate (ii) 263,996 237,928
Bank and other 銀行及其他借貸
borrowings (iii) 436,667 1,278,544
Notes: 附註：
(i) The amount represents the deposits placed by the (i) 有關款項指本集團存於中國保利集團
Group with China Poly Group. 之存款。
(ii) Details of the terms are set out in note 20. (ii) 條款詳情載於附註20。
(iii) The amount represents loan from China Poly Group, (iii) 有關款項指中國保利集團之貸款，為無
which was unsecured, carried interest at a variable 抵押、按中國基準利率100%及110%之
rate of 100% and 110% of benchmark rate in the PRC 浮動利率計息及須於兩年內償還。
and repayable within two years.
F-182
ANNUAL REPORT 2019


(Continued)
(b) Transactions and balances with (b) 與其他有關人士之交易及

other related parties 結餘
During the year, the Group entered into the 年內，本集團與中國保利集團以外
following transactions with related parties other 的有關人士訂立下列交易：
than China Poly Group:
2019 2018
Interest income 利息收入 (i) 104,799 208,021
Interest expenses 利息開支 (ii) 200,246 253,560
Guarantee income 擔保收入 (iii) — 15,005
Notes: 附註：
(i) The amount represents the interest income from loans (i) 有關款項指貸款予聯營公司、合營企業
to associates, joint ventures and non-controlling 及附屬公司非控股股東帶來的利息收
shareholders of subsidiaries. Details of the terms are 入。條款詳情載於附註20、21及32。
set out in notes 20, 21 and 32.
(ii) The amount represents the interest paid to joint (ii) 有關款項指已付予合營企業及附屬公
ventures and non-controlling shareholders of 司非控股股東之利息。條款詳情載於附
subsidiaries. Details of the terms are set out in note 註21及32。
21 and 32.
(iii) The amount represents the guarantee income received (iii) 有關款項指收取一間合營企業之擔保
from a joint venture. 收入。
F-183

(Continued)
(c) Material transactions with other (c) 與中國其他國營企業之重

state-controlled entities in the PRC 大交易
Part of the Group’s operations is carried out in 本集團乃於目前由中國政府直接或
an economic environment currently 間接擁有或控制之實體（「國營企
predominated by entities directly or indirectly 業」）主導之經濟環境中進行部分業
owned or controlled by the PRC government 務。此外，本集團本身乃中國政府
(“state-controlled entities”). In addition, the 所控制之中國保利屬下之較大型公
Group itself is part of a larger group of 司集團。除本附註所披露與中國保
companies under China Poly which is controlled 利、其他關連人士及有關人士進行
by the PRC government. Apart from the 之交易外，本集團亦與其他國營企
transactions with China Poly, other connected 業進行交易。董事認為，就本集團
persons and related parties disclosed in this 與該等國營企業進行之業務交易而
note, the Group also conducts business with 言，該等國營企業均屬獨立第三方。
other state-controlled entities. The directors
consider those state-controlled entities are
independent third parties so far as the Group’s
business transactions with them are concerned.
In establishing its pricing strategies and 在訂立與其他國營企業進行交易之

approval process for transactions with other 定價策略及批准過程中，本集團並
state-controlled entities, the Group does not 無區別對方屬國營企業與否。
differentiate whether the counter-party is a
state-controlled entity or not.
F-184
ANNUAL REPORT 2019


(Continued)

state-controlled entities in the PRC 大交易（續）
(Continued)
Material transactions/balances with other state- 與其他國營企業進行之重大交易╱
controlled entities are as follows: 結餘如下：
2019 2018
HK$’000 HK$’000
千港元千港元
Trade sales 貿易銷售 68,101 62,100
Trade purchases 貿易購買 9,440 5,171
In view of the nature of the Group’s hotel 鑑於本集團之酒店經營業務性質，

operating business, the directors are of the 董事認為，除上文所披露者外，確
opinion that, except as disclosed above, it is 定交易對手之身份乃不切實際，故
impracticable to ascertain the identity of the 確認交易是否與其他國營企業進行
counterparties and accordingly whether the 亦不切實際。
transactions were with other state-controlled
entities.
In addition, the Group has entered into various 此外，本集團已於其日常業務過程

transactions, including deposit placements, 中與若干銀行及財務機構（均為國營
borrowings and other general banking facilities, 企業）訂立多項交易，包括開立存
with certain banks and financial institutions 款、借貸及其他一般銀行信貸。鑑
which are state-controlled entities in its ordinary 於該等銀行交易之性質，董事認
course of business. In view of the nature of 為，另行作出披露並無意義。
those banking transactions, the directors are of
the opinion that separate disclosure would not
be meaningful.
Except as disclosed above, the directors are of 除上文所披露者外，董事認為，與

the opinion that transactions with other state- 其他國營企業進行之交易對本集團
controlled entities are not significant to the 之經營而言並不重大。
Group’s operations.
F-185

(Continued)
(d) Compensation of key management (d) 主要管理人員酬金

personnel
The remuneration of key management during 年內，主要管理人員之酬金如下：
the year was as follows:
2019 2018
HK$’000 HK$’000
千港元千港元
Short-term benefits 短期福利 44,531 33,381

Post-employment benefits 離職後福利 1,105 687
Equity compensation benefits 股權薪酬福利 2,652 —
48,288 34,068
The emoluments of key management were 主要管理人員之酬金介乎以下組別：

within the following bands:
2019 2018
Number of Number of
employee employee
HK$2,000,001 to HK$3,000,000 2,000,001港元至3,000,000

港元 3 4
HK$3,000,001 to HK$4,000,000 3,000,001港元至4,000,000
港元 2 6
HK$4,000,001 to HK$5,000,000 4,000,001港元至5,000,000
港元 7 —
F-186
ANNUAL REPORT 2019

48. STATEMENT OF FINANCIAL 48. 本公司財務狀況表

POSITION OF THE COMPANY
2019 2018
HK$’000 HK$’000
千港元千港元

Property, plant and equipment 物業、廠房及設備 126 —
Interests in subsidiaries 附屬公司權益 2,304,853 589,794
Investment in an associate 於一間聯營公司之
投資 3,140 3,140
Amounts due from subsidiaries 應收附屬公司款項 20,899,706 22,547,515
Financial asset at fair value 按公平值計入損益
through profit or loss 之金融資產 456,386 410,738

Other receivables 其他應收賬款 8,885 29,868
Amount due from an associates 應收一間聯營公司
款項 1,500 1,500
Amount due from a subsidiary 應收一間附屬公司
款項 5,232,753 2,440,281
Bank balances, deposits and cash 銀行結存、存款及
現金 328,504 1,335,861

Other payables 其他應付賬款 21,997 11,980
Amounts due to subsidiaries 應付附屬公司款項 4,090,773 4,087,645
Bank borrowings-due within one 銀行借貸 —
year 一年內到期 5,200,000 —
Net current liabilities 流動負債淨額 (3,741,128) (292,115)
Total assets less current liabilities 資產總值減流動負債 19,923,083 23,259,072
F-187
48. STATEMENT OF FINANCIAL 48. 本公司財務狀況表（續）

(Continued)
2019 2018
HK$’000 HK$’000
千港元千港元
Capital and reserves 資本及儲備

Share capital 股本 17,685,677 17,685,677
Share option reserve 購股權儲備 24,453 —
Reserves 儲備 2,212,953 1,673,395

Bank borrowings 銀行借貸
— due after one year — 一年後到期 — 3,900,000
Total non-current liabilities 非流動負債總額 — 3,900,000
19,923,083 23,259,072
Approved and authorised for issue by the Board of 於二零二零年三月二十六日經由董事會批

Directors on 26 March 2020 准及授權刊發。

張炳南王健
F-188
ANNUAL REPORT 2019

48. STATEMENT OF FINANCIAL 48. 本公司財務狀況表（續）

(Continued)
The reserves of the Company are as follows: 本公司之儲備如下：
Total
合計
HK$’000
千港元
Balance at 1 January 2018 於二零一八年一月一日的結餘 2,417,240

Loss for the year 年度虧損 (249,537)
Dividend paid 已付股息 (494,308)
Balance at 31 December 2018 and 1 January 於二零一八年十二月三十一日及

2019 二零一九年一月一日的結餘 1,673,395
Profit for the year 年度溢利 989,927

Dividend paid 已付股息 (450,369)
Balance at 31 December 2019 於二零一九年十二月三十一日

的結餘 2,212,953
Notes: 附註：
(a) As at 31 December 2019, in the opinion of the directors, the (a) 於二零一九年十二月三十一日，董事認為，本
reserves of the Company available for distribution to 公司可供分派予股東之儲備為2,212,953,000港
shareholders amounted to HK$2,212,953,000 (2018: 元（二零一八年：1,673,395,000港元）。
HK$1,673,395,000).
(b) The consolidated profit attributable to owners of the Company (b) 本公司擁有人應佔綜合溢利包括已於本公司
includes a profit of HK$989,927,000 (2018: loss of 財務報表中處理之溢利989,927,000港元（二零
HK$249,537,000) which has been dealt with in the financial 一八年：虧損249,537,000港元）。
statements of the Company.
F-189
49. DIVIDENDS 49. 股息
2019 2018
HK$’000 HK$’000
千港元千港元
Dividends recognised as a distribution 年內已確認為分派之

during the year: 股息：
2018 final dividend of HK$0.123 二零一八年末期股息為

(2017: HK$0.135) per share 每股0.123港元（二零
一七年︰ 0.135港元） 450,369 494,308
No interim dividend was paid for both years. 兩個年度均無派付中期股息。
The directors of the company recommend the 本公司董事建議就截至二零一九年十二月

payment of a final dividend of HK$0.209 per share 三十一日止年度派發末期股息每股0.209
(2018: HK$0.123 per share) for the year ended 31 港元（二零一八年：每股0.123港元）。
December 2019.
F-190
ANNUAL REPORT 2019

50. PRINCIPAL SUBSIDIARIES 50. 主要附屬公司
Details of the Company’s principal subsidiaries at 31 於二零一九年十二月三十一日，本公司主

December 2019 are as follows: 要附屬公司之詳情如下：
Particulars of issued Attributable portion of the

Place of incorporation/ and paid up capital/ issued share capital/registered
Name of subsidiary establishment registered capital capital held by the Company Principal activity
已發行及本公司所持已發行
註冊成立╱ 實繳股本╱ 股本╱註冊股本
附屬公司名稱成立地點註冊股本詳情應佔比率主要業務
Directly Indirectly
直接間接
Ace Alliance Development Limited Hong Kong 1 ordinary share — 70% Property development
香港 1 股普通股物業發展
Able Lucky Development Limited Hong Kong 1 ordinary share — 100% Property development
益福發展有限公司香港 1 股普通股物業發展
Bassington Investments Limited Hong Kong 2 ordinary shares 100% — Property investment
百盛登投資有限公司香港 2 股普通股物業投資
Big Nice Development Limited Hong Kong 1 ordinary share — 100% Property development
鉅美發展有限公司香港 1 股普通股物業發展
Big Support Limited British Virgin Islands US$1 100% — Investment holding
大承有限公司英屬處女群島 1 美元投資控股
CMIC Finance Limited Hong Kong 2 ordinary shares 100% — Financial services
香港 2 股普通股金融服務
CMIC Management Services Limited Hong Kong 100 ordinary shares 100% — Management services
香港 100 股普通股管理服務
Fainland Limited Hong Kong 2 ordinary shares 100% — Property investment

欣悅有限公司香港 2 股普通股物業投資
Polymac Property Company Limited Macau 25,000 MOP — 100% Investment holding
保澳置業一人有限公司澳門 25,000 澳門幣投資控股
Qing Feng Ventures Limited British Virgin Islands US$1 — 100% Investment holding
慶豐創投有限公司英屬處女群島 1 美元投資控股
F-191
50. PRINCIPAL SUBSIDIARIES 50. 主要附屬公司（續）

(Continued)
Directly Indirectly
直接間接
First Great Investments Limited Hong Kong 2 ordinary shares 100% — Investment holding
運宏投資有限公司香港 2 股普通股投資控股
Geldy Limited Hong Kong 1,000 ordinary shares — 100% Property investment
香港 1,000 股普通股物業投資
Grandful International Limited Hong Kong 2 ordinary shares — 100% Investment holding
衡豐國際有限公司香港 2 股普通股投資控股
High Wealth International Limited Hong Kong 2 ordinary shares 100% — Property investment
富崇國際有限公司香港 2 股普通股物業投資
Honorlink Investments Limited Hong Kong 2 ordinary shares 100% — Property investment
浩聯投資有限公司香港 2 股普通股物業投資
Hubei Poly Hotel Company Limited PRC Registered capital — 100% Investment, management
(“Hubei Poly”) (note i) RMB62,000,000 and operation of a hotel
湖北保利大酒店有限公司中國註冊股本人民幣投資、管理及營運一間酒店
（「湖北保利」（）附註i） 62,000,000元
Johnsbury Limited British Virgin Islands US$9,600,000 100% — Investment holding

創寶耀有限公司英屬處女群島 9,600,000美元投資控股
Poly Plaza Limited (“PPL”) (note ii) PRC Registered capital — 75% Investment, management
US$10,000,000 and operation of a hotel
complex
保利大廈有限公司（「保利大廈」）中國註冊股本投資、管理及營運一幢酒店
（附註ii） 10,000,000美元大樓
Polystar Digidisc Co., Ltd. PRC Registered capital — 66% Manufacturing and
(“Polystar”) (note iii) RMB9,000,000 wholesaling of compact
discs, video compact
discs and digital video
discs
北京保利星數據光盤有限公司中國註冊股本人民幣製造及批發光碟、錄像光碟
（「保利星」（
）附註iii） 9,000,000元及數碼錄像光碟
F-192
ANNUAL REPORT 2019


(Continued)
Directly Indirectly
直接間接
Poly (Hong Kong) Property Developments Limited Hong Kong 1 ordinary share 100% — Investment holding
保利（香港）房地產發展有限公司香港 1 股普通股投資控股
Poly (Hong Kong) Real Estate Limited Hong Kong 1 ordinary share 100% — Investment holding
保利（香港）房地產開發有限公司香港 1 股普通股投資控股
Poly Property (Hong Kong) Co., Ltd. Hong Kong 1 ordinary share 100% — Investment holding
保利置業（香港）有限公司香港 1 股普通股投資控股
Poly Treasure Holdings Limited Hong Kong 50,000,000 ordinary 100% — Asset Management
shares
保利控股財金有限公司香港 50,000,000股普通股資產管理
Prime Brilliant Limited Hong Kong 2 ordinary shares 100% — Property investment
傲恒有限公司香港 2 股普通股物業投資
Propwood Limited Hong Kong 2 ordinary shares 100% — Property investment

置浩有限公司香港 2 股普通股物業投資
Saneble Limited Hong Kong 2 ordinary shares 100% — Property investment

紹寶有限公司香港 2 股普通股物業投資
Smart Best Investments Limited Hong Kong 1 ordinary share 100% — Investment holding
勝寶投資有限公司香港 1 股普通股投資控股
F-193

(Continued)
Directly Indirectly
直接間接
保利置業集團有限公司 (note i)（附註i） PRC Registered capital — 100% Investment holding

RMB2,200,000,000
中國註冊股本人民幣投資控股
2,200,000,000元
上海浦利房地產發展有限公司 (note i)（附註i） PRC Registered capital — 100% Property investment

US$24,000,000
中國註冊股本物業投資
24,000,000美元
上海夢苑房地產有限公司 PRC Registered capital — 100% Property investment and

RMB5,000,000 investment holding
中國註冊股本人民幣物業投資及投資控股
5,000,000元
上海保利廣場資產管理有限公司 PRC Registered capital — 100% Property investment

RMB200,000,000
中國註冊股本人民幣物業投資
200,000,000元
上海保利佳房地產開發有限公司 PRC Registered capital — 100% Property development

RMB150,000,000
中國註冊股本人民幣物業發展
150,000,000元
上海保利花木有限公司 PRC Registered capital — 100% Property development

RMB1,000,000
1,000,000元
上海保利物業酒店管理集團有限公司 PRC Registered capital — 100% Property management

RMB50,000,000
中國註冊股本人民幣物業管理
50,000,000元
F-194
ANNUAL REPORT 2019


(Continued)
Directly Indirectly
直接間接
上海保利金鵬置業有限公司 PRC Registered capital — 50.10% Investment holding

RMB20,000,000
20,000,000元
上海保利銳馳房地產經紀有限公司 PRC Registered capital — 100% Property agency

RMB5,000,000
中國註冊股本人民幣物業代理
5,000,000元
上海保利茂佳房地產開發有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
上海保利和佳房地產開發有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
上海隆鵬房地產開發有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
上海盈佳資產經營管理有限公司 PRC Registered capital — 100% Property development

RMB100,000,000
100,000,000元
上海盛淞資產管理有限公司 PRC Registered capital — 100% Property development

RMB200,000,000
200,000,000元
保利置業集團 (上海) 投資有限公司 PRC Registered capital — 100% Investment holding

RMB580,000,000
580,000,000元
F-195

(Continued)
Directly Indirectly
直接間接
上海盛衍投資管理有限公司 PRC Registered capital — 100% Property investment

RMB100,000,000
100,000,000元
上海保利物產經營管理有限公司 PRC Registered capital — 100% Property investment

RMB208,170,000
208,170,000元
湖北保利置業有限公司 PRC Registered capital — 100% Property development and

中國註冊股本人民幣物業發展及投資控股
100,000,000元
湖北保利建築工程有限公司 PRC Registered capital — 100% Provision of construction

RMB120,000,000 service
中國註冊股本人民幣提供建築服務
120,000,000元
湖北保利投資有限公司 PRC Registered capital — 100% Property development and

100,000,000元
湖北保利普提金置業有限公司 PRC Registered capital — 68% Property development

RMB50,000,000
50,000,000元
武漢常陽潤力房地產開發有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
武漢眾和置業有限公司 PRC Registered capital — 55% Property development

RMB41,200,000
41,200,000元
F-196
ANNUAL REPORT 2019


(Continued)
Directly Indirectly
直接間接
武漢聯業科技開發有限責任公司 PRC Registered capital — 100% Property investment

RMB100,000
100,000元
武漢長江保資控股有限公司 PRC Registered capital — 100% Property management

RMB100,000,000
100,000,000元
武漢保置房地產開發有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
重慶保利小泉實業有限公司 PRC Registered capital — 51% Property development

RMB80,000,000
80,000,000元
北京花園別墅有限公司 PRC Registered capital — 51% Property investment

RMB91,656,147
91,656,147元
廣東保利置業有限公司 PRC Registered capital — 100% Investment holding

RMB300,000,000
300,000,000元
佛山市保利置業有限公司 PRC Registered capital — 100% Property development

RMB30,000,000
30,000,000元
廣州保利南方置業有限公司 PRC Registered capital — 51% Property development

RMB30,000,000
30,000,000元
佛山市盈奧投資發展有限公司 PRC Registered capital — 100% Property development

RMB30,000,000
30,000,000元
F-197

(Continued)
Directly Indirectly
直接間接
佛山市保信置業有限公司 (note i)（附註i） PRC Registered capital — 100% Property development

USD50,000,000
中國註冊股本50,000,000 物業發展
美元
廣州保盈置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
廣州保利置業有限公司 (note vi)（附註vi） PRC Registered capital — 51% Property development

RMB2,000,000
2,000,000元
廣州保航房地產開發有限公司 PRC Registered capital — 100% Property development

RMB30,000,000
30,000,000元
廣州東灝房地產開發有限公司 PRC Registered capital — 75% Property development

RMB100,000,000
100,000,000元
廣州保雅置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
廣州保睿地產銷售代理有限公司 PRC Registered capital — 85% Property development

RMB30,000,000
30,000,000元
佛山市保邑置業有限公司 PRC Registered capital — 100% Property development

RMB30,000,000
30,000,000元
F-198
ANNUAL REPORT 2019


(Continued)
Directly Indirectly
直接間接
惠州保利龍勝房地產開發有限公司 PRC Registered capital — 80% Property development

RMB100,000,000
100,000,000元
惠州市保利建業房地產開發有限公司 PRC Registered capital — 70% Property development

RMB88,926,900
88,926,900元
深圳市保利房地產開發有限公司 PRC Registered capital — 100% Investment holding

RMB100,000,000
100,000,000元
深圳市保利置地房地產開發有限公司 PRC Registered capital — 70% Property development

RMB50,000,000
50,000,000元
貴陽保利海明房地產開發有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
保利貴州房地產開發有限公司 PRC Registered capital — 66.50% Property development

RMB100,000,000
100,000,000元
保利貴州溫泉經營管理有限公司 PRC Registered capital — 66.50% Hot spring operation

RMB3,000,000
中國註冊股本人民幣經營溫泉
3,000,000元
貴陽保利房地產開發有限公司 PRC Registered capital — 66.50% Property development

RMB50,000,000
50,000,000元
F-199

(Continued)
Directly Indirectly
直接間接
貴陽保利龍谷房地產開發有限公司 PRC Registered capital — 66.50% Property development

RMB50,000,000
50,000,000元
貴陽保利酈城房地產開發有限公司 PRC Registered capital — 51% Property development

RMB50,000,000
50,000,000元
貴陽保利鐵投房地產開發有限公司 PRC Registered capital — 50% Property development

RMB50,000,000
50,000,000元
貴陽遵義保利置業有限公司 (note v)（附註v） PRC Registered capital — 35% Property development

RMB50,000,000
50,000,000元
黑龍江保利澳娛房地產開發有限公司 PRC Registered capital — 58% Property development

( 保利澳娛」) (note iv)（附註iv）
「 RMB100,000,000
100,000,000元
保利置業集團黑龍江有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
哈爾濱保利房地產綜合開發有限責任公司 PRC Registered capital — 51% Property development

RMB50,000,000
50,000,000元
哈爾濱眾匯房地產發展有限公司 PRC Registered capital — 100% Property development

RMB20,000,000
20,000,000元
F-200
ANNUAL REPORT 2019


(Continued)
Directly Indirectly
直接間接
哈爾濱寶輝房地產發展有限公司 PRC Registered capital — 100% Property development

RMB20,000,000
20,000,000元
哈爾濱星聯房地產發展有限公司 PRC Registered capital — 100% Property development

RMB20,000,000
20,000,000元
哈爾濱保利鑫房地產開發有限公司 PRC Registered capital — 100% Property development

RMB20,000,000
20,000,000元
哈爾濱東安航空零部件製造有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
牡丹江保輝置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
保利山東置業集團有限公司 PRC Registered capital — 100% Investment holding

RMB340,000,000
340,000,000元
山東保利嘉園置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
山東保利花園房地產開發有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
F-201

(Continued)
Directly Indirectly
直接間接
山東保利芙蓉房地產開發有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
濟南保利置業有限公司 PRC Registered capital — 100% Property development

RMB237,306,206
237,306,206元
濟南保利房地產開發有限公司 PRC Registered capital — 85% Property development

RMB200,000,000
200,000,000元
煙台保利置業有限公司 PRC Registered capital — 100% Property development

RMB100,000,000
100,000,000元
煙台利發置業有限公司 PRC Registered capital — 55% Property development

RMB50,000,000
50,000,000元
威海保利置業有限公司 PRC Registered capital — 100% Property development

RMB100,000,000
100,000,000元
威海利川置業有限公司 PRC Registered capital — 70% Property development

RMB30,000,000
30,000,000元
濟南保利城置業有限公司 PRC Registered capital — 80% Property development

RMB50,000,000
50,000,000元
F-202
ANNUAL REPORT 2019


(Continued)
Directly Indirectly
直接間接
濟南振邦商貿有限公司 PRC Registered capital — 70% Property development

RMB35,500,000
35,500,000元
濟南保利文昌置業有限公司 PRC Registered capital — 60% Property development

RMB16,670,000
16,670,000元
濟南盛利置業有限公司 PRC Registered capital — 51% Property development

RMB10,000,000
10,000,000元
濟南保創置業有限公司 PRC Registered capital — 75% Property development

RMB100,000,000
100,000,000元
煙台綠科置業有限公司 PRC Registered capital — 70% Property development

RMB100,000,000
100,000,000元
淄博保利置業有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
淄博貝瑞置業有限公司 PRC Registered capital — 65% Property development

RMB10,000,000
10,000,000元
淄博保利大成置業有限公司 PRC Registered capital — 65% Property development

RMB10,000,000
10,000,000元
F-203

(Continued)
Directly Indirectly
直接間接
保利雲南置業有限公司 PRC Registered capital — 100% Investment holding

RMB180,000,000
180,000,000元
保利雲南房地產開發有限公司 PRC Registered capital — 80% Investment holding

RMB100,000,000
100,000,000元
安寧保利房地產開發有限公司 PRC Registered capital — 80% Property development

RMB10,000,000
10,000,000元
雲南美城房地產開發有限公司 PRC Registered capital — 90% Property development

RMB50,000,000
50,000,000元
安寧保利投資有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
昆明保利房地產開發有限公司 PRC Registered capital — 73% Property development

RMB100,000,000
100,000,000元
昆明保喻房地產開發有限公司 PRC Registered capital — 90% Property development

RMB100,000,000
100,000,000元
廣西保利置業集團有限公司 PRC Registered capital — 100% Investment holding

RMB250,000,000
250,000,000元
F-204
ANNUAL REPORT 2019


(Continued)
Directly Indirectly
直接間接
廣西保利房地產有限責任公司 PRC Registered capital — 100% Property development

RMB150,000,000
150,000,000元
南寧新湄公河房地產有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
南寧市新保越房地產有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
廣西保利龍湖藍灣發展有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
柳州保利置業有限公司 PRC Registered capital — 100% Property development

RMB100,000,000
100,000,000元
廣西嶺灣投資有限公司 PRC Registered capital — 100% Investment holding

RMB10,000,000
10,000,000元
廣西南寧領新房地產有限公司 PRC Registered capital — 100% Property development

RMB1,000,000
1,000,000元
廣西秀程房地產有限公司 PRC Registered capital — 100% Property development

RMB5,000,000
5,000,000元
F-205

(Continued)
Directly Indirectly
直接間接
廣西領悅房地產有限公司 PRC Registered capital — 100% Property development

RMB5,000,000
5,000,000元
廣西鐵投三岸投資有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
廣西保利領秀投資有限公司 PRC Registered capital — 83.5% Property development

RMB200,000,000
200,000,000元
廣西保利前城投資有限公司 PRC Registered capital — 83.5% Property development

RMB10,000,000
10,000,000元
廣西鐵投大嶺投資有限公司 PRC Registered capital — 83.5% Property development

RMB10,000,000
10,000,000元
寧波保利置業有限公司 (note i)（附註i） PRC Registered capital — 100% Property development

HK$1,459,000,000
中國註冊股本物業發展
1,459,000,000港元
寧波保信置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
寧波保嘉置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
F-206
ANNUAL REPORT 2019


(Continued)
Directly Indirectly
直接間接
寧波保坤貿易有限公司 PRC Registered capital — 100% Property development

RMB1,000,000
1,000,000元
德清保利置業有限公司 PRC Registered capital — 100% Property development

RMB262,665,000
262,665,000元
德清保興置業有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
余姚保利置業有限公司 PRC Registered capital — 100% Property development

HK$1,100,000,000
1,100,000,000港元
保利(蘇州)置業有限公司 PRC Registered capital — 100% Investment holding

RMB1,600,000,000
1,600,000,000元
蘇州保利房地產開發有限公司 PRC Registered capital — 100% Property development

RMB1,200,000,000
1,200,000,000元
蘇州保利隆威置業有限公司 PRC Registered capital — 100% Property development

RMB328,623,800
328,623,800元
F-207

(Continued)
Directly Indirectly
直接間接
蘇州保利隆勝置業有限公司 PRC Registered capital — 100% Property development

RMB329,108,480
329,108,480元
蘇州和茂置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
蘇州保利隆茂置業有限公司(note i)（附註i） PRC Registered capital — 100% Property development

HK$380,000,000
380,000,000港元
萬寧騰遠發展有限公司 (note i)（附註i） PRC Registered capital — 100% Property development

US$35,000,000
35,000,000美元
海南帝港置業有限公司 (note i)（附註i） PRC Registered capital — 100% Property development

HK$280,000,000
280,000,000港元
The above table only lists those subsidiaries of the 董事認為，上表僅列出對本集團之業績、

Company which, in the opinion of the directors, 資產或負債有重大影響之本公司附屬公
principally affected the results, assets or liabilities of 司，並認為如將其他附屬公司之資料詳細
the Group. To give details of other subsidiaries 列出，會令資料過於冗長。
would, in the opinion of the directors, result in
particulars of excessive length.
F-208
ANNUAL REPORT 2019


(Continued)
Notes: 附註：
(i) These companies are a wholly foreign owned enterprise in the (i) 該等公司乃於中國之外商獨資企業。
PRC.
(ii) PPL is a Sino-foreign joint venture company established in the (ii) 保利大廈乃於中國成立之中外合資合營公司，
PRC for a renewal term of 50 years commencing 9 July 經營年期由二零零三年七月九日起計為期五十
2003. 年。
(iii) Polystar is a Sino-foreign joint venture company established (iii) 保利星乃於中國成立之中外合資合營公司，經

in the PRC for a term of 20 years commencing 18 December 營期由二零零零年十二月十八日起計為期二十
2000. 年。
(iv) 保利澳娛 is a Sino-foreign joint venture company established (iv) 保利澳娛乃於中國成立之中外合資合營公司，

in the PRC for a term of 20 years commencing 29 December 經營期由二零零四年十二月二十九日起計為
2004. 期二十年。
(v) The Group holds 50% equity interest in 貴陽保利鐵投房地產 (v) 本集團持有貴陽保利鐵投房地產開發有限公

開發有限公司 (“貴陽保利鐵投”), which holds 70% equity 司（「貴陽保利鐵投」）50%股權，貴陽保利鐵投
interest in 遵義保利置業有限公司 (“遵義保利”). As a result, 持有遵義保利置業有限公司（「遵義保利」）70%
the Group holds 35% effective equity interest in 遵義保利. 股權。因此，本集團持有遵義保利35%實際股
According to the articles of association of 貴陽保利鐵投 and 權。根據貴陽保利鐵投及遵義保利的章程細
遵義保利, the Group is entitled to appoint three out of five 則，本集團有權於上述公司各自董事會的五名
directors in the board of directors of each of such 董事中委任三名董事。因此，本集團有權控制
companies. As a result, the Group has control over 貴陽保利貴陽保利鐵投及遵義保利，上述公司於二零
鐵投 and 遵義保利, which were accounted for as subsidiaries 一五年十一月入賬為本公司的附屬公司。
of the Company in November, 2015.
(vi) On 19 November 2019, 廣州保利置業有限公司 has reduced (vi) 於二零一九年十一月十九日，廣州保利置業有

its registered capital from RMB101,800,000 to RMB2,000,000. 限公司將其註冊資本由人民幣101,800,000元
減至人民幣2,000,000元。
The directors of the Company are of the opinion that 本公司董事認為本集團非全資附屬公司概

none of the Group’s non wholly-owned subsidiaries 無對綜合財務報表整體而言屬重大的非控
with non-controlling interests are material to the 股權益，故此該等附屬公司的財務資料並
consolidated financial statements as a whole and 無呈列。
therefore, the financial information in respect of these
subsidiaries are not presented.
F-209
51. SEGMENT INFORMATION 51. 分部資料
Reportable segments 可報告分部

For management purposes, the Group is organised 為方便管理，本集團劃分為四個經營分
into four operating divisions. These divisions are the 部。本集團按此等分部呈列其主要分部資
basis on which the Group reports its segment 料。
information.
Principal activities are as follows: 主要活動如下：
Property development — property development 物業發展業務 — 物業發展

business
Property investment — property investment and 物業投資及管理 — 物業投資及管理

and management management
Hotel operations — hotel and restaurant 酒店營運 — 酒店及餐廳業務及

business and its related 其相關服務
services
Other operations — manufacturing and sales of 其他營運 — 製造及銷售數碼

digital discs and others 光碟及其他
For the purposes of assessing segment performance 就評估分部表現及各分部間之資源分配而

and allocating resources between segments, the 言，本集團高級行政管理人員按下列基準
Group’s senior executive management monitors the 監控各個可報告分部之業績、資產及負
results, assets and liabilities attributable to each 債：
reportable segment on the following bases:
Segment assets include all tangible, intangible assets 分部資產包括所有有形、無形資產及流動

and current assets with the exception of interests in 資產，惟於聯營公司及合營企業之權益、
associates and joint ventures, deferred tax assets and 遞延稅項資產及其他企業資產除外。分部
other corporate assets. Segment liabilities included 負債包括各個分部之應付貿易賬款、應計
trade payable, accruals and deposited received 費用及已收按金及其他由分部直接管理之
attributable to the individual segments and other 借貸，惟個別分部應佔之其他企業負債除
borrowings managed directly by the segments with 外。
the exception of other corporate liabilities.
F-210
ANNUAL REPORT 2019

51. SEGMENT INFORMATION 51. 分部資料（續）

(Continued)
Reportable segments (Continued) 可報告分部（續）

Revenue and expenses are allocated to the 收入及開支乃參考可報告分部產生之銷售
reportable segments with reference to sales 及承擔之開支而分配至可報告分部，或經
generated by those segments and the expenses 參考分部應佔資產之折舊或攤銷產生之開
incurred by those segments or which otherwise arise 支而作分配。
from the depreciation or amortisation of assets
attributable to those segments.
The measure used for reporting segment result is 用於報告分部業績之方法為經調整之扣除

“adjusted EBIT” i.e. adjusted earnings before interest 利息及稅項前盈利（「經調整除息稅前盈
and taxes. To arrive at adjusted EBIT, the Group’s 利」）。為計算經調整除息稅前盈利，本集
earnings are further adjusted for items not 團之盈利進一步就並非明確歸於個別分部
specifically attributed to individual segments, such as 之項目作出調整，如分佔聯營公司及合營
share of results of associates and joint ventures, gain 企業之業績、出售附屬公司權益之收益、
on disposal of interests in subsidiaries, directors’ and 董事及核數師之酬金或其他總部或企業行
auditors’ remuneration and other head office or 政成本。
corporate administration costs.
In addition to receiving segment information 除獲得有關經調整除息稅前盈利之分部資

concerning adjusted EBIT, management is provided 料外，管理層亦獲提供有關收入（包括內
with segment information concerning revenue 部間銷售）、利息收入及由分部直接管理
(including inter-segment sales), interest income and 之現金結餘及借貸開支、折舊、攤銷、減
expense from cash balances and borrowings 值虧損及分部營運中所使用之非流動分部
managed directly by the segments, depreciation, 資產添置之分部資料。
amortisation, impairment losses and additions to non-
current segment assets used by the segments in their
operations.
F-211

(Continued)

Information about these segments is presented 有關此等分部之資料呈列如下：
below:
For the year ended 31 December 2019 截至二零一九年十二月三十一日止年度
Property Property
development investment and
business management Hotel operations Other operations Eliminations Total
物業物業
發展業務投資及管理酒店營運其他營運扣減合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue from contracts 客戶合約的收入：

with customers:
— Recognised at point in time — 於某一時點確認 37,868,376 — — 100,289 — 37,968,665
— Recognised overtime — 於一段時間內確認 — 929,690 354,573 — — 1,284,263
Revenue from other sources: 其他來源的收入：
— Rental income — 租金收入 — 691,050 — — — 691,050
External revenue 對外收入 37,868,376 1,620,740 354,573 100,289 — 39,943,978

Inter-segment revenue* 內部間收入* — 109,769 — — (109,769) —
Total revenue 總收入 37,868,376 1,730,509 354,573 100,289 (109,769) 39,943,978
Segment results 分部業績 9,109,872 279,730 (124,036) 79,204 — 9,344,770
Unallocated income 未分配收入 227,804

Unallocated expenses 未分配開支 (365,547)
Finance costs 融資成本 (1,473,608)
Share of results of associates 分佔聯營公司業績 (20,630) — — — — (20,630)
Share of results of joint ventures 分佔合營企業業績 497,639 — — 702 — 498,341
Gain on step-up acquisition of subsidiaries 增購附屬公司之收益 478,617 — — — — 478,617
Profit before income tax expense 除所得稅開支前溢利 8,689,747

Income tax expense 所得稅開支 (4,901,118)
Profit for the year 年內溢利 3,788,629
* Inter-segment revenue were charged with reference to prices * 內部間收入乃參考對外提供同類服務或產品

charged to external parties for similar services or products. 所收取之價格而收取。
F-212
ANNUAL REPORT 2019


(Continued)

Assets and liabilities 資產及負債
As at 31 December 2019 二零一九年十二月三十一日
Property Property
development investment and Hotel Other
business management operations operations Total
物業物業
發展業務投資及管理酒店營運其他營運合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Assets 資產
Segment assets 分部資產 104,750,412 12,544,281 3,265,821 739,645 121,300,159
Interests in associates 於聯營公司之權益 289,820 — — 2,080 291,900
Interests in joint ventures 於合營企業之權益 7,427,532 — — 2,127 7,429,659
Unallocated corporate assets 未分配企業資產 30,261,919
Total assets 資產總值 159,283,637
Liabilities 負債
Segment liabilities 分部負債 50,790,262 1,310,839 184,355 23,162 52,308,618
Unallocated corporate liabilities 未分配企業負債 72,057,880
Total liabilities 負債總額 124,366,498
Other information 其他資料

Capital expenditure 資本開支 23,257 9,954 6,903 1,240 41,354
Depreciation 折舊 26,174 24,486 118,116 1,781 170,557
Depreciation of right-of-use 使用權資產之折舊
assets 6,037 1,027 9,725 134 16,923
F-213

(Continued)

For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度
Property
Property investment
development and Hotel Other
business management operations operations Eliminations Total
物業物業
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue from contracts 客戶合約的收入：

with customers:
— Recognised at point in time — 於某一時點確認 21,300,382 — — 82,918 — 21,383,300
— Recognised overtime — 於一段時間內確認 — 934,017 236,009 — — 1,170,026
Revenue from other sources: 其他來源的收入：
— Rental income — 租金收入 — 680,318 — — — 680,318


Share of results of associates 分佔聯營公司業績 (53,882) — — (72) — (53,954)


F-214
ANNUAL REPORT 2019


(Continued)

As at 31 December 2018 二零一八年十二月三十一日
Property Property
物業發展業務物業投資及管理酒店營運其他營運合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Assets 資產
Liabilities 負債

Depreciation 折舊 21,800 23,976 87,753 4,676 138,205
Amortisation of prepaid lease 預付租賃款項攤銷
payments 1,287 1,063 8,277 137 10,764
F-215

(Continued)

An analysis of the Group’s revenue by geographical 本集團之收入按客戶所在地之分析呈列如
location of its customers is presented below: 下：
Hong Kong PRC Total

香港中國合計
2019 2018 2019 2018 2019 2018
二零一九年二零一八年二零一九年二零一八年二零一九年二零一八年
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue 收入 9,758,597 10,611 30,185,381 23,223,033 39,943,978 23,233,644
The following is an analysis of the carrying amount of 以下乃特定非流動資產、分部資產賬面值

specified non-current assets, segment assets and 及資本開支按資產所在地之分析。
capital expenditure analysed by the geographical
area in which the assets are located.
Hong Kong and others PRC Total

香港及其他中國合計
2019 2018 2019 2018 2019 2018
二零一九年二零一八年二零一九年二零一八年二零一九年二零一八年
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Specified non-current assets 特定非流動資產 4,274,267 4,303,528 22,826,697 22,695,087 27,100,964 26,998,615
Segment assets 分部資產 12,113,428 20,060,839 139,448,650 120,564,613 151,562,078 140,625,452
Capital expenditure 資本開支 2,736 1,410 38,618 122,074 41,354 123,484
The Group’s customer base is diversified and no 本集團之客戶基礎多元化，並概無客戶之

customer with whom transactions have exceeded 交易超過本集團收入之10%（二零一八
10% of the Group’s revenue (2018: none). 年：無）。
F-216
ANNUAL REPORT 2019

52. ACQUISITION OF SUBSIDIARIES 52. 收購附屬公司

In 7 January 2019, the Group acquired additional 於二零一九年一月七日，本集團以代價人
35.7% equity interest of 武漢常陽潤力房地產開發有民幣195,000,000元（約219,101,000港元）
限公司 (“武漢常陽潤力”) at the consideration of 收購武漢常陽潤力房地產開發有限公司
RMB195,000,000 (approximately HK$219,101,000). 武（「武漢常陽潤力」）額外35.7%股權。武漢
漢常陽潤力 was previously a joint venture of the 常陽潤力此前為本集團合營企業。於收購
Group. After the acquisition, the Group held 100% of 後，本集團持有武漢常陽潤力的100%股
equity interest in 武漢常陽潤力. 權。
Details of the net assets acquired are summarised 收購的資產淨值詳情概述如下：

below:
HK$’000 HK$’000
千港元千港元
Assets 資產
Property, plant and equipment 物業、廠房及設備 138
Deferred tax assets 遞延稅項資產 5,952
Properties under development and 發展中及持作出售物業
held for sales 2,522,360
Trade and other receivables 應收貿易及其他賬款 90,048
Amount due from an intermediate 應收一間中間控股
holding company 公司款項 1,585,862
Taxation recoverable 可收回稅項 76,401
Bank balances, deposits and cash 銀行結存、存款及現金 873,672
Liabilities 負債
Trade and other payables 應付貿易及其他賬款 (292,580)
Contract liabilities 合約負債 (1,969,648)
Taxation payable 應付稅項 (88,730)
Bank borrowings 銀行借貸 (2,019,504)
Deferred tax liabilities 遞延稅項負債 (158,034)
Net assets acquired 收購資產淨值 625,937
Transferred from interests previously 轉撥自過往持有及分類為

held and classified as joint venture 合營企業之權益 (354,106)
Gain on step-up acquisition of a 增購一間附屬公司之權益
subsidiary
— Gain on remeasurement of joint — 重新計量合營企業至
venture to acquisition date fair 收購日公平價值之
value 收益 (48,372)
— Gain on bargain purchase — 議價採購之收益 (4,358) (52,730)
219,101
Total consideration satisfied by: 總代價支付方式：
Cash 現金 219,101
Net cash outflow on acquisition 收購一間附屬公司所產生

of a subsidiary: 現金流出淨額：
Cash paid 已付現金 (219,101)
Cash and bank balances in the 收購附屬公司的現金及
subsidiary acquired 銀行結存 873,672
654,571
F-217
52. ACQUISITION OF SUBSIDIARIES 52. 收購附屬公司（續）

(Continued)
Gain on bargain purchase was mainly due to the fact 議價採購之收益主要是賣方因業務原因而
that the seller had the intention to exit from his 有意於已收購業務撤資。
investment in the acquired business due to his
business reasons.
The receivables acquired (which principally comprised 於收購日期，所收購的應收款項（主要包

trade and other receivables and amount due from an 括應收貿易及其他賬款及應收一間中間控
intermediate holding company) with a fair value of 股公司款項）的公平價值為1,675,910,000
HK$1,675,910,000 at the date of acquisition. None of 港元。該等應收款項並無減值，預期可全
these receivables have been impaired and it is 數收回合約金額。
expected that the full contractual amounts can be
collected.
Included in the profit for the year is HK$269,770,000 年內溢利包括被收購方產生的額外業務應

attributable to the additional business generated by 佔269,770,000港元。年內收入包括被收購
the acquirees. Revenue for the year includes 方所得1,936,477,000港元。假設收購已於
HK$1,936,477,000 generated from the acquirees. Had 二零一九年一月一日完成，本集團年內收
the acquisition been completed on 1 January 2019, 入將為39,943,978,000港元，而年內溢利
the Group’s revenue for the year would have been 將為3,788,629,000港元。備考資料僅供說
HK$39,943,978,000, and profit for the year would 明，未必反映收購已於二零一九年一月一
have been HK$3,788,629,000. The pro forma 日完成的情況下，本集團實際錄得的收入
information is for illustrative purposes only and is not 及經營業績，亦不擬作為未來業績的預
necessarily an indication of revenue and results of 測。
operations of the Group that actually would have
been achieved had the acquisition been completed
on 1 January 2019, nor is it intended to be a
projection of future results.
Acquisition-related costs were immaterial and had 收購相關成本並不重大，並自已轉讓代價

been excluded from the consideration transferred 扣除及於收購當年確認為開支，列入綜合
and had been recognised as an expense in the year 損益表的行政開支內。
of acquisition, within the administrative expenses line
item in the consolidated statement of profit or loss.
In 23 September 2019, the Group acquired 於二零一九年九月二十三日，本集團以代

additional 36.8% equity interest of 廣西保利領秀投資價人民幣550,000,000元（約617,978,000港
有限公司 (“廣西保利領秀”) at the consideration of 元）收購廣西保利領秀投資有限公司（「廣
RMB550,000,000 (approximately HK$617,978,000). 廣西保利領秀」）額外36.8%股權。廣西保利
西保利領秀 was previously a joint venture of the 領秀此前為本集團合營企業。於收購後，
Group. After the acquisition, the Group held 83.5% 本集團持有廣西保利領秀的83.5%股權。
of equity interest in 廣西保利領秀.
F-218
ANNUAL REPORT 2019


(Continued)
Details of the net assets acquired are summarised 收購的資產淨值詳情概述如下：
below:
HK$’000 HK$’000
千港元千港元
Assets 資產
Property, plant and equipment 物業、廠房及設備 196
Properties under development 發展中物業 6,407,865
Trade and other receivables 應收貿易及其他賬款 571,139
Amount due from an intermediate 應收一間中間控股
holding company 公司款項 1,188,956
Taxation recoverable 可收回稅項 163,421
Contract cost 合約成本 112,542
Deferred tax assets 遞延稅項資產 12
Bank balances, deposits and cash 銀行結存、存款及現金 990,691
Liabilities 負債
Trade and other payables 應付貿易及其他賬款 (1,677,328)
Contract liabilities 合約負債 (4,057,438)
Taxation payable 應付稅項 (138,192)
Bank borrowings 銀行借貸 (952,809)
Deferred tax liabilities 遞延稅項負債 (928,093)
Net assets 資產淨值 1,680,962

Less: Non-controlling interests 減：非控股權益 (277,358)
Net assets acquired 收購資產淨值 1,403,604
Transferred from interests previously 轉撥自過往持有及分類為

held and classified as joint venture 合營企業之權益 (359,739)
Gain on step-up acquisition of a 增購一間附屬公司之權益
subsidiary
venture to acquisition date fair 收購日公平價值之
value 收益 (425,270)
— Gain on bargain purchase — 議價採購之收益 (617) (425,887)
617,978
Cash 現金 617,978
Net cash outflow on acquisition 收購一間附屬公司所產

of a subsidiary: 生現金流出淨額：
Cash and bank balances in the 收購附屬公司的現金及
subsidiary acquired 銀行結存 990,691
372,713
F-219

(Continued)
business reasons.
The receivables acquired (which principally comprised 於收購日期，所收購的應收款項（主要包

trade and other receivables and amount due from an 括應收貿易及其他賬款及應收一間中間控
intermediate holding company) with a fair value of 股公司款項）的公平價值為1,760,095,000
HK$1,760,095,000 at the date of acquisition. None of 港元。該等應收款項並無減值，預期可全
these receivables have been impaired and it is 數收回合約金額。
expected that the full contractual amounts can be
collected.
The non-controlling interests recognised at the 於收購日期確認的非控股權益乃參考附屬

acquisition date was measured by reference to the 公司的已確認資產淨值應佔比例計量，為
proportionate share of the recognised amounts of net 277,358,000港元。
assets of the subsidiary and amounted to
HK$277,358,000.
Included in the profit for the year is HK$542,825,000 年內溢利包括被收購方產生的額外業務應

attributable to the additional business generated by 佔542,825,000港元。年內收入包括被收購
the acquirees. Revenue for the year includes 方所得3,023,092,000港元。假設收購已於
HK$3,023,092,000 generated from the acquirees. Had 二零一九年一月一日完成，本集團年內收
the acquisition been completed on 1 January 2019, 入將為41,825,358,000港元，而年內溢利
the Group’s revenue for the year would have been 將為4,218,996,000港元。備考資料僅供說
HK$41,825,358,000, and profit for the year would 明，未必反映收購已於二零一九年一月一
have been HK$4,218,996,000. The pro forma 日完成的情況下，本集團實際錄得的收入
information is for illustrative purposes only and is not 及經營業績，亦不擬作為未來業績的預
necessarily an indication of revenue and results of 測。
operations of the Group that actually would have
on 1 January 2019, nor is it intended to be a
Acquisition-related costs were immaterial and had 收購相關成本並不重大，並自已轉讓代價

been excluded from the consideration transferred 扣除及於收購當年確認為開支，列入綜合
and had been recognised as an expense in the year 損益表的行政開支內。
of acquisition, within the administrative expenses line
item in the consolidated statement of profit or loss.
F-220
ANNUAL REPORT 2019


(Continued)
On 8 January 2018, the Group entered into a sale 於二零一八年一月八日，本集團與第三方
and purchase agreement with a third party to 訂立買賣協議，以代價3,749,739,000港元
acquire 100% equity interest in Active Success 收購Active Success Consultants Limited
Consultants Limited at a consideration of 全部股權。
HK$3,749,739,000.
Details of the net assets acquired are summarised 收購的資產淨值詳情概述如下︰

below:
HK$’000
千港元
Net assets acquired: 收購資產淨值︰

Interest in a joint venture 於一間合營企業之權益 3,708,967
Amount due from a joint venture 應收合營企業款項 40,772
Amount due to a shareholder 應付一名股東款項 (169,079)
3,580,660
Cash 現金 3,749,739
Amount due to immediate holding company 應付直接控股公司款項 (169,079)
3,580,660
Net cash outflow arising on acquisition of a 收購一間附屬公司所產生之
subsidiary: 現金流出淨額：
Cash paid 已付現金 3,749,739
Included in the loss for the year is HK$598,000 年內虧損包括被收購方所用的額外業務應

attributable to the additional business used by the 佔598,000港元。並無自被收購方獲得年
acquiree. No revenue for the year generated from 內收入。假設收購已於二零一八年一月一
the acquiree. Had the acquisition been completed on 日完成，本集團的年內收入將為
1 January 2018, the Group’s revenue for the year 23,233,644,000港元，年內溢利將為
would have been HK$23,233,644,000, and profit for 2,601,448,000港元。備考資料僅供說明，
the year would have been HK$2,601,448,000. The 未必反映收購已於二零一八年一月一日完
proforma information is for illustrative purposes only 成的情況下，本集團實際錄得的收入及經
and is not necessarily an indication of revenue and 營業績，亦不擬作為未來業績的預測。
results of operations of the Group that actually would
have been achieved had the acquisition been
completed on 1 January 2018, nor is it intended to
be a projection of future results.
F-221
53. ACQUISITION OF ADDITIONAL 53. 收購一間附屬公司之額外權

INTEREST OF A SUBSIDIARY 益
In 6 December 2018, the Group has entered into a 於二零一八年十二月六日，本集團訂立一
share purchase agreement for acquisition of 20% of 項股份購買協議收購廣州東灝房地產開發
the issued share capital of 廣州東灝房地產開發有限有限公司（「廣州東灝」）20%之已發行股
公司(“廣州東灝”). The vendor of the acquisition was 本。收購之賣方保利金控（上海）企業發展
保利金控 (上海) 企業發展有限公司 (“保利金控”) which 有限公司（「保利金控」）原為廣州東灝20%
was the legal and benefit owner of 20% of the issued 已發行股本之法定實益擁有人。收購代價
share capital of 廣州東灝. The consideration of the 為人民幣121,426,000元（相當於
acquisition was RMB121,426,000 (equivalent to 139,571,000港元），於收購日保利金控應
HK$139,571,000). The carrying amount of the net 佔廣州東灝資產淨值之賬面值為人民幣
assets in 廣州東灝 attributable to 保利金控 at the 56,510,000元（相當於64,954,000港元）。
acquisition date was RMB56,510,000 (equivalent to 本集團原先擁有廣州東灝55%之已發行股
HK$64,954,000). The Group originally owned 55% of 本。於收購完成後，本集團持有廣州東灝
the issued capital of 廣州東灝. Upon completion of 之75%股本權益。
the acquisition, the Group holds 75% of the equity
interest of 廣州東灝.
HK$’000
千港元
share of net assets in 廣州東灝 acquired 應佔所收購廣州東灝資產淨值 64,954

Consideration 代價 (139,571)
(74,617)
54. EVENTS AFTER THE REPORTING 54. 報告期後事項

PERIOD
Since the outbreak of the Novel Coronavirus 新型冠狀病毒（ COVID-19）疾病在中國爆
(COVID-19) disease in China, ongoing prevention and 發以來，防控工作已持續在全國範圍內進
control measures have been carried out throughout 行。疫情將對部分行業的業務營運及整體
the PRC. The epidemic will impact business 經濟運行造成影響。視乎防控工作的效
operations of certain industries as well as the overall 果、爆發時長及各種政策的實施情況，本
economy. The Company’s operations and revenue 公司的業績及收入或會受到不同程度的影
may be affected to a certain extent depending on 響。
the effects of the prevention and control measures,
duration of the outbreak and implementation of
various policies.
The Company will closely monitor the situation, and 本公司將密切關注有關情況，並評估其對

assess its impacts on our financial position and 本公司財務狀況及經營業績的影響。截至
operating results. As at the date of this report, such 本公告日期，該評估工作尚在進行當中。
assessment is still ongoing.
F-222
二零一八年年報

For the year ended 31st December, 2018
截至二零一八年十二月三十一日止年度
TO THE MEMBERS OF POLY PROPERTY GROUP CO., 致保利置業集團有限公司列位股東

LIMITED
(incorporated in Hong Kong with limited liability) （於香港註冊成立的有限公司）
OPINION 意見
We have audited the consolidated financial statements of 本核數師行（「本行」）已完成審核刊於第116至第
Poly Property Group Co., Limited and its subsidiaries 357頁保利置業集團有限公司及其附屬公司（統
(together “the Group”) set out on pages 116 to 357, 稱「貴集團」）之綜合財務報表，此等綜合財務報
which comprise the consolidated statement of financial 表包括於二零一八年十二月三十一日之綜合財
position as at 31st December, 2018, the consolidated 務狀況表及截至該日止年度之綜合損益表、綜
statement of profit or loss, the consolidated statement of 合全面收益表、綜合權益變動表和綜合現金流
comprehensive income, the consolidated statement of 量表，以及綜合財務報表附註（包括主要會計政
changes in equity and the consolidated statement of cash 策概要）。
flows for the year then ended and notes to the
consolidated financial statements, including a summary of
significant accounting policies.
In our opinion, the consolidated financial statements give a 本行認為，該等綜合財務報表已根據香港會計

true and fair view of the consolidated financial position of 師公會（「香港會計師公會」）頒佈之香港財務報
the Group as at 31st December, 2018 and of its 告準則（「香港財務報告準則」）真實而公平地反
consolidated financial performance and its consolidated 映　貴集團於二零一八年十二月三十一日之綜
cash flows for the year then ended in accordance with 合財務狀況及截至該日止年度之綜合財務表現
Hong Kong Financial Reporting Standards (“HKFRSs”) 和綜合現金流量，已按照香港公司條例妥為編
issued by the Hong Kong Institute of Certified Public 製。
Accountants (“HKICPA”) and have been properly prepared
in compliance with the Hong Kong Companies Ordinance.
BASIS FOR OPINION 意見基準

We conducted our audit in accordance with Hong Kong 本行已根據香港會計師公會頒佈之香港審計準
Standards on Auditing (“HKSAs”) issued by the HKICPA. 則（「香港審計準則」）進行審核。本行根據該等
Our responsibilities under those standards are further 準則的責任詳述於本報告「核數師審核綜合財
described in the “Auditor’s Responsibilities for the Audit of 務報表之責任」一節。根據香港會計師公會頒佈
the Consolidated Financial Statements” section of our 之「專業會計師道德守則」（「守則」），本行獨立
report. We are independent of the Group in accordance 於　貴集團，已依照該守則履行其他道德責任。
with the HKICPA’s “Code of Ethics for Professional 本行認為所獲審核證據可為本行的意見提供充
Accountants” (the “Code”), and we have fulfilled our other 分適合的依據。
ethical responsibilities in accordance with the Code. We
believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our
opinion.
F-223
ANNUAL REPORT 2018

KEY AUDIT MATTERS 關鍵審核事項
Key audit matters are those matters that, in our 關鍵審核事項是根據本行的專業判斷，認為對

professional judgment, were of most significance in our 本期綜合財務報表的審計最為重要的事項。這
audit of the consolidated financial statements for the 些事項是在本行審計整體綜合財務報表及出具
current period. These matters were addressed in the 意見時進行處理的。本行不會對這些事項提供
context of our audit of the consolidated financial 單獨的意見。
statements as a whole and, in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.
(i) Revenue recognition from sales of (i) 銷售物業之收入確認

properties
The Group recognised revenue arising from sales of 截至二零一八年十二月三十一日止年
properties of HK$21,207,257,000 for the year ended 度，貴集團物業銷售確認之收入為
31st December, 2018. 21,207,257,000港元。
Revenue is one of the key performance indicators of 收入為貴集團重要績效指標之一，存在

the Group which gives rise to an inherent risk that 記入錯誤期間或遭到操控的固有風險。
revenue could be recorded in the incorrect period or
subject to manipulation.
Sales of properties are recognised as revenue at the 當買方取得竣工物業控制權時方會確認物

point in time when the buyer obtains the control of 業銷售為收入。轉移時間取決於銷售合約
the completed property. Determination of this point 安排及相關司法權區法律，亦可能涉及管
in time is dependent on the contractual 理層判斷。
arrangements for a sale, the laws in the relevant
jurisdiction and may require management judgement.

statements and the accounting policies on pages 207 216頁之會計政策。
to 216.
F-224
Our procedures involved sampling revenue 本行的程序涉及抽查物業銷售收入交易，

transactions for the sales of properties and 具體包括：
specifically included:
• Obtaining evidence regarding the transfer of • 獲取轉移所有權大部分風險及回報

substantial risks and rewards of ownership 的證據（包括（如相關）竣工證明書、
(including, where relevant, completion 佔用許可證及驗收函）；
certificates, occupation permits and acceptance
letters);
• Reading the signed sales and purchase • 細閱已簽署買賣合約了解合約安排；

agreements to identify contractual
arrangements;
• Reconciling the amounts from the ledger and • 對賬賬簿金額，核對已簽署買賣合

agreeing the corresponding contracted terms to 約的相應條款；及
the signed sales and purchase agreements; and
• agreeing the deposits, final payments or • 核對銀行結單的定金、尾款或按揭

mortgage receipts to bank statements. 收據。
(ii) Valuation of investment properties (ii) 投資物業估值

Management has estimated the fair value of the 管理層估計　貴集團於二零一八年十二月
Group’s investment properties to be 三十一日的投資物業公平值為
HK$12,571,809,000 at 31st December, 2018, with a 12,571,809,000港元，截至二零一八年
revaluation gain for the year ended 31st December, 十二月三十一日止年度的重估收益
2018 recorded in the consolidated statement of profit 278,932,000港元計入綜合損益表。
or loss of HK$278,932,000.
Estimations of fair value are dependent on certain 公平值估計需依賴管理層作出若干重大判

key assumptions and unobservable inputs that require 斷的關鍵假設及不可觀察輸入數據，包括
significant management judgement, including 資本化率及可比較物業市場交易價。
capitalisation rates and market transaction prices for
comparable properties.
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ANNUAL REPORT 2018


assumptions would result in changes in fair value of 集團的投資物業公平值變動，亦須相應調
the Group’s investment properties and the 整綜合損益表確認的損益。因此，該等假
corresponding adjustments to the gain or loss 設及不可觀察輸入數據對財務表現有重大
recognised in the consolidated statement of profit or 影響。
loss. As a result, the financial performance can be
greatly affected by the assumptions and
unobservable inputs.

statements and the accounting policies on page 167. 會計政策。
Our procedures in relation to management’s 本行有關管理層估值投資物業的程序包

valuation of investment properties included: 括：
• Evaluating the competence, capabilities and • 評估獨立外聘估值師的資質、能力

objectivity of independent external valuers; 和客觀性；
• Obtaining external valuation reports and • 查閱外部估值報告，與外聘估值師

meeting with external valuers to understand the 討論估值結果。本行評估及斟酌所
results of their work. We assessed and 用估值方法及重大假設是否恰當（包
challenged the valuation methodologies used 括可比較物業市場交易價及資本化
and the appropriateness of the significant 率），對比衡量該等假設與相關市場
assumptions, including market transaction prices 證據（包括物業銷售實例及其他外部
for comparable properties and capitalisation 數據）；及
rates. We benchmarked these assumptions to
relevant market evidence including specific
property sales and other external data; and
• Checking, on a sample basis, the accuracy and • 抽查作為輔助證據的輸入數據準確

relevance of the input data used as supporting 及關連與否。
evidence.
The significant inputs have been appropriately 重大輸入數據已於附註16妥善披露。

disclosed in note 16.
F-226
(iii) Impairment of properties under (iii) 發展中及持作出售物業減值

development and held for sale
The net carrying amount of the Group’s properties 貴集團於二零一八年十二月三十一日的發
under development and held for sale as at 31st 展中及持作出售物業賬面淨值為
December, 2018 was HK$81,083,528,000. Impairment 81,083,528,000港元。截至二零一八年
loss of HK$10,909,000 was recognised for the year 十二月三十一日止年度，減值虧損為
ended 31st December, 2018. 10,909,000港元。
Estimations of net realisable value of the Group’s 貴集團發展中及持作出售物業的可變現淨

properties under development and held for sale are 值估計需依賴管理層作出若干重大判斷的
dependent on certain key assumptions that require 關鍵假設，包括當前項目進度、承包商施
significant management judgement, including current 工進度、估計竣工成本、擬定用途及管理
schedules of the projects, construction progress by 層對未來物業市場的估計。
contractors, estimated costs to completion, intended
use and management’s expectation on future
property market.

assumptions would result in change in net realisable 集團發展中及持作出售物業的可變現淨值
value of the Group’s properties under development 變動，亦須相應調整綜合損益表確認的減
and held for sale and the corresponding adjustments 值。因此，該等假設對財務表現有重大影
to the impairment recognised in the consolidated 響。
statement of profit or loss. As a result, the financial
performance can be greatly affected by the
assumptions.

statements and the accounting policies on page 172. 會計政策。
F-227
ANNUAL REPORT 2018

Our procedures in relation to management’s 本行管理層評估發展中及持作出售物業之

assessments of the net realisable value of the 可變現淨值的程序包括：
properties under developments and held for sales
included:
• Assessing the valuation methodologies used; • 評估所用估值方法；
• Challenging the reasonableness of key • 基於本行對　貴集團業務及房地產

assumptions, specifically including future market 行業的了解檢驗關鍵假設合理與
value, estimated costs to completion, intended 否，具體包括未來市場價值、估計
use and current market environment, based on 完成成本、預期用途以及當前市場
our knowledge of the Group’s business and 環境；及
property industry; and
• Reconciling, on a sample basis, the input data • 抽樣校對作為輔助憑證的數據，例

used as supporting evidence, such as approved 如經核准項目預算及市場可比較物
budgets of the projects and most recent 業的最近交易價格，並考慮其合理
transaction prices of comparable properties in 與否。
the market, and considering their
reasonableness.
We also assessed the recoverable amount of properties we 本行亦審閱房地產行業報告等現有獨立公開資

deemed at high risk of impairment by reviewing 料識別潛在減值觸發事件，評估本行認為減值
independent publicly available information, such as 風險較高物業的可收回金額。倘市場環境或估
property industry reports for potential impairment triggers. 計完成成本大幅變化，本行會向管理層核實有
Where the market environment or estimated costs to 否顯示發生減值。
completion changed significantly, we challenged
management as to whether this indicated impairment had
occurred.
F-228
OTHER INFORMATION IN THE 年報的其他資料

ANNUAL REPORT
The directors are responsible for the other information. 董事對其他資料負有責任。其他資料包括　貴
The other information comprises the information included 公司年報所載資料，但不包括綜合財務報表及
in the Company’s annual report, but does not include the 本行就此發出的核數師報告。
consolidated financial statements and our auditor’s report
thereon.
Our opinion on the consolidated financial statements does 本行對綜合財務報表的意見並不涵蓋其他資

not cover the other information and we do not express any 料，本行亦不對該等其他資料發表任何形式的
form of assurance conclusion thereon. 鑒證結論。
In connection with our audit of the consolidated financial 就審核綜合財務報表而言，本行的責任是細閱

statements, our responsibility is to read the other 其他資料，判斷有否與綜合財務報表或本行在
information and, in doing so, consider whether the other 審核過程中獲悉的資料存在重大不符，或疑似
information is materially inconsistent with the consolidated 存在重大失實陳述。倘若本行基於已完成的工
financial statements or our knowledge obtained in the 作認為其他資料有重大失實陳述，則須報告該
audit or otherwise appears to be materially misstated. If, 事實。本行就此並無任何事項須報告。
based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact. We have nothing to
report in this regard.
DIRECTORS’ RESPONSIBILITIES FOR 董事對綜合財務報表承擔的責任

THE CONSOLIDATED FINANCIAL
STATEMENTS
The directors are responsible for the preparation of the 董事須負責根據香港會計師公會頒佈之香港財
consolidated financial statements that give a true and fair 務報告準則及香港公司條例編製真實公允的綜
view in accordance with HKFRSs issued by the HKICPA and 合財務報表，並落實其認為編製綜合財務報表
the Hong Kong Companies Ordinance, and for such 所必要之內部監控，以使綜合財務報表不存在
internal control as the directors determine is necessary to 由於欺詐或錯誤而導致之重大失實陳述。
enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to
fraud or error.
F-229
ANNUAL REPORT 2018

In preparing the consolidated financial statements, the 編製綜合財務報表時，董事負責評估　貴集團

directors are responsible for assessing the Group’s ability 持續經營的能力，並披露與持續經營有關的事
to continue as a going concern, disclosing, as applicable, 項（如適用）。除非董事有意將　貴集團清盤或
matters related to going concern and using the going 令其停止營運，或除此之外並無其他實際可行
concern basis of accounting unless the directors either 的辦法，否則董事須採用以持續經營為基礎的
intend to liquidate the Group or to cease operations, or 會計法。
have no realistic alternative but to do so.
The directors are also responsible for overseeing the 董事亦負責監督　貴集團的財務報告流程。審
Group’s financial reporting process. The Audit Committee 核委員會則須協助董事履行該職責。
assists the directors in discharging their responsibility in
this regard.
AUDITOR’S RESPONSIBILITIES FOR THE 核數師審核綜合財務報表之責任

AUDIT OF THE CONSOLIDATED
FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about 本行的目標是合理確定綜合財務報表整體是否
whether the consolidated financial statements as a whole 不存在由於欺詐或錯誤而導致的重大失實陳
are free from material misstatement, whether due to fraud 述，並發出包含本行意見的核數師報告。本行
or error, and to issue an auditor’s report that includes our 按照香港公司條例第405條僅向整體股東報告，
opinion. This report is made solely to you, as a body, in 除此以外，本報告別無其他用途。本行不會就
accordance with Section 405 of the Hong Kong 本報告內容對任何其他人士負上或承擔任何責
Companies Ordinance, and for no other purpose. We do 任。
not assume responsibility towards or accept liability to any
other person for the contents of this report.
Reasonable assurance is a high level of assurance, but is 合理保證屬高層次的保證，但不能保證根據香

not a guarantee that an audit conducted in accordance 港審計準則進行的審核總能發現既有重大失實
with HKSAs will always detect a material misstatement 陳述。失實陳述可能源於欺詐或錯誤，倘個別
when it exists. Misstatements can arise from fraud or error 或整體在合理預期情況下會影響使用者根據綜
and are considered material if, individually or in the 合財務報表作出的經濟決定，則視為重大失實
aggregate, they could reasonably be expected to influence 陳述。
the economic decisions of users taken on the basis of
these consolidated financial statements.
F-230
As part of an audit in accordance with HKSAs, we exercise 本行根據香港審計準則進行審核的工作內容包

professional judgment and maintain professional skepticism 括運用專業判斷，在整個審核過程中保持專業
throughout the audit. We also: 懷疑態度。本行亦：
• identify and assess the risks of material misstatement • 識別及評估綜合財務報表因欺詐或錯誤所

of the consolidated financial statements, whether due 致重大失實陳述風險，因應該等風險設計
to fraud or error, design and perform audit 及執行審核程序，獲得充足及適當的審核
procedures responsive to those risks, and obtain 憑證為本行的意見提供基礎。欺詐可能涉
audit evidence that is sufficient and appropriate to 及合謀串通、偽造、故意遺漏、誤導性陳
provide a basis for our opinion. The risk of not 述或凌駕內部控制，未能發現由此所致重
detecting a material misstatement resulting from 大失實陳述的風險比未能發現錯誤所致重
fraud is higher than for one resulting from error, as 大失實陳述的風險更高。
fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.
• obtain an understanding of internal control relevant • 了解與審核有關的內部控制，以設計恰當

to the audit in order to design audit procedures that 的審核程序，但並非旨在對　貴集團內部
are appropriate in the circumstances, but not for the 控制有效與否發表意見。
purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
• evaluate the appropriateness of accounting policies • 評估所用會計政策是否恰當，以及董事的

used and the reasonableness of accounting estimates 會計估算和相關披露是否合理。
and related disclosures made by the directors.
• conclude on the appropriateness of the directors’ use • 總結董事採用以持續經營為基礎的會計法

of the going concern basis of accounting and, based 是否恰當，並根據已獲取的審核憑證，總
on the audit evidence obtained, whether a material 結有否嚴重挑戰　貴集團持續經營能力的
uncertainty exists related to events or conditions that 事件或情況等重大不確定因素。倘若本行
may cast significant doubt on the Group’s ability to 認為有重大不確定因素，則須在核數師報
continue as a going concern. If we conclude that a 告中提請注意綜合財務報表內相關資料披
material uncertainty exists, we are required to draw 露，而倘若相關披露不足，則須修訂本行
attention in our auditor’s report to the related 的意見。本行的結論基於截至核數師報告
disclosures in the consolidated financial statements 日期所獲得的審核憑證。然而，未來事件
or, if such disclosures are inadequate, to modify our 或情況可能導致　貴集團不再具有持續經
opinion. Our conclusions are based on the audit 營能力。
evidence obtained up to the date of our auditor’s
report. However, future events or conditions may
cause the Group to cease to continue as a going
concern.
F-231
ANNUAL REPORT 2018

• evaluate the overall presentation, structure and • 評估綜合財務報表的整體列報、架構和內

content of the consolidated financial statements, 容（包括披露資料），以及綜合財務報表有
including the disclosures, and whether the 否公平反映及列報相關交易及事項。
consolidated financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
• obtain sufficient appropriate audit evidence regarding • 就　貴集團旗下各實體或業務活動的財務

the financial information of the entities or business 資料獲得充足適當的審核憑證，以就綜合
activities within the Group to express an opinion on 財務報表發表意見。本行負責指導、監督
the consolidated financial statements. We are 及執行　貴集團的審核工作，且對所出具
responsible for the direction, supervision and 審核意見承擔全部責任。
performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the Audit Committee regarding, 本行與審核委員會交流審核工作的計劃範圍和

among other matters, the planned scope and timing of the 時間、審核過程中的主要發現（包括內部控制的
audit and significant audit findings, including any 重大缺失）及其他事項。
significant deficiencies in internal control that we identify
during our audit.
We also provide the Audit Committee with a statement 本行亦向審核委員會作出聲明，確認本行已遵

that we have complied with relevant ethical requirements 守有關獨立性的操守要求，並與審核委員會交
regarding independence, and to communicate with them 流所有合理認為可能影響核數師獨立性的關係
all relationships and other matters that may reasonably be 和其他事宜以及相關保障措施（如適用）。
thought to bear on our independence, and where
applicable, related safeguards.
F-232
From the matters communicated with the directors, we 本行與董事溝通後確定本期綜合財務報表審核

determine those matters that were of most significance in 工作的最重要事項，即關鍵審核事項。除非法
the audit of the consolidated financial statements of the 律或法規不容許公開披露此等事項或在極罕有
current period and are therefore the key audit matters. We 的情況下，本行認為披露此等事項可合理預期
describe these matters in our auditor’s report unless law or 的不良後果將超過公眾知悉此等事項的利益而
regulation precludes public disclosure about the matter or 不應在報告中予以披露，否則本行會在核數師
when, in extremely rare circumstances, we determine that 報告中描述此等事項。
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.
BDO Limited 香港立信德豪會計師事務所有限公司

Certified Public Accountants 執業會計師
Amy Yau Shuk Yuen 游淑婉
Practising Certificate No. P06095 執業證書編號P06095
Hong Kong 香港
29th March, 2019 二零一九年三月二十九日
F-233
ANNUAL REPORT 2018
CONSOLIDATED STATEMENT OF PROFIT OR LOSS

綜合損益表
2018 2017
二零一八年二零一七年
Revenue 收入 8 23,233,644 31,703,042

Cost of sales 銷售成本 (14,715,439) (25,162,217)
Gross profit 毛利 8,518,205 6,540,825

Increase in fair value of investment 投資物業之公平值
properties 增加 16 278,932 66,329
Increase in fair value of 金融資產之公平值
financial assets 增加 14,389 —
Other gains, net 其他收入淨額 9 349,184 994,129
Selling expenses 銷售開支 (693,000) (1,009,851)
Administrative expenses 行政開支 (1,606,298) (1,405,405)
Gain on step-up acquisition of 增購一間附屬公司之
a subsidiary 收益 52 — 848,352
development and held for sale 減值虧損 (10,909) —
Other operating expenses 其他營運開支 (346,418) (371,317)
Finance costs 融資成本 10 (1,275,566) (961,878)
Share of results of associates 分佔聯營公司業績 (53,954) (10,083)
Share of results of joint ventures 分佔合營企業業績 250,369 198,088
Profit before income tax expense 除所得稅開支前溢利 13 5,424,934 4,889,189

Income tax expense 所得稅開支 14 (2,823,486) (2,322,549)
Non-controlling interests 非控股權益 359,858 104,579
2,601,448 2,566,640
Earnings per share 每股盈利

(expressed in HK cents) （以港仙列示） 15
— Basic — 基本 61.22 67.24
— Diluted — 攤薄 61.22 67.24
F-234
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

綜合全面收益表
2018 2017
HK$’000 HK$’000
千港元千港元
Other comprehensive income 其他全面收入

Items that may be reclassified 其後可能重新分類至損益
subsequently to profit or loss: 的項目：
Exchange differences arising on 海外業務之財務報表換算
translation of financial statements 產生之匯兌差額
of foreign operations (908,196) 1,354,507
Change in fair value of available-for- 可供出售投資之公平值

sale investments 變動 — 14,895
(908,196) 1,369,402
Items that will not be reclassified 不會重新分類至損益的
to profit or loss: 項目：
Surplus arising on revaluation of 物業重估盈餘
Other comprehensive income 所得稅影響前之其他全面

before income tax effect 收入 (360,742) 1,413,950
Deferred tax liability arising on 物業重估產生之遞延稅項
revaluation of properties 負債 (136,863) (11,137)
Other comprehensive (loss)/income 年內其他全面（虧損）╱

for the year, net of tax 收入，扣除稅項 (497,605) 1,402,813
Total comprehensive income 年內全面收入總額

for the year 2,103,843 3,969,453
Non-controlling interests 非控股權益 272,285 438,918
2,103,843 3,969,453
F-235
ANNUAL REPORT 2018

As at 31st December, 2018
於二零一八年十二月三十一日
2018 2017

Investment properties 投資物業 16 12,571,809 10,904,879
Property, plant and equipment 物業、廠房及設備 17 3,878,612 1,890,842
— non-current portion — 非流動部分 18 372,363 325,385
Interests in associates 於聯營公司之權益 19 264,576 298,155
Interests in joint ventures 於合營企業之權益 20 7,773,395 3,956,952
Financial assets at fair value through 按公平值計入損益之
profit or loss 金融資產 21 426,941 —
Available-for-sale investments 可供出售投資 28 — 325,839
Loan receivables 應收貸款 27(a) 216,021 112,583
Deposits paid for acquisition of land 收購土地使用權已付
use rights 按金 22 1,921,839 1,643,905
Deposits paid for acquisition of 收購附屬公司已付
subsidiaries 按金 23 — 238,095
Deferred tax assets 遞延稅項資產 41 327,848 319,150

Properties under development 發展中物業 24 52,885,536 53,631,353
Properties held for sale 持作出售物業 24 28,197,992 21,608,481
Other inventories 其他存貨 25(a) 46,478 54,057
Contract costs 合約成本 25(b) 465,069 —
Trade and other receivables 應收貿易及其他賬款 26 5,151,482 4,776,797
— current portion — 流動部分 18 11,995 10,175
Amounts due from associates 應收聯營公司款項 19 1,228,259 757,418
Amounts due from joint ventures 應收合營企業款項 20 3,015,072 4,141,267
shareholders of subsidiaries 股東款項 32 862,587 939,600
Taxation recoverable 可收回稅項 1,691,067 1,592,664
Pledged bank deposits 已抵押銀行存款 33(a) 4,201,597 329,237
Bank balances, deposits and cash 銀行結存、存款
及現金 33(a) 23,152,884 20,921,650
F-236
2018 2017

Trade and other payables 應付貿易及其他賬款 34 19,694,131 15,552,504
Contract liabilities 合約負債 37 31,110,373 —
Pre-sale deposits 預售按金 — 25,906,757
Property rental deposits 物業租金按金 122,336 126,151
Amounts due to joint ventures 應付合營企業款項 20 3,518,574 2,258,285
Amount due to the ultimate 應付最終控股公司款項
holding company 29 52,571 411,592
Amount due to an intermediate 應付一間中間控股公司
holding company 款項 30 3,209 21,034
Amounts due to fellow subsidiaries 應付同系附屬公司款項 31 1,377 587,869
shareholders of subsidiaries 股東款項 32 2,395,404 2,529,004
Taxation payable 應付稅項 2,282,487 2,009,346
Notes payable 應付票據 36 — 3,900,000
— due within one year — 一年內到期 35 13,840,294 15,835,437
Net current assets 流動資產淨值 47,889,262 39,624,720
Total assets less current liabilities 總資產減流動負債 75,642,666 59,640,505
Capital and reserves attributable 本公司擁有人應佔資本及

to owners of the Company 儲備
Share capital 股本 38 17,685,677 17,685,677
Reserves 儲備 12,203,418 10,610,687
Equity attributable to owners of 本公司擁有人應佔

the Company 股權 29,889,095 28,296,364
Non-controlling interests 非控股權益 2,670,318 2,520,217
F-237
ANNUAL REPORT 2018

2018 2017

— due after one year — 一年後到期 35 36,460,925 27,089,799
Notes payable 應付票據 36 4,704,598 —
Loan from a fellow subsidiary 一間同系附屬公司貸款 40 206,897 214,286
Deferred tax liabilities 遞延稅項負債 41 1,710,833 1,519,839
Total non-current liabilities 非流動負債總額 43,083,253 28,823,924
75,642,666 59,640,505
Approved and authorised for issue by the Board of 於二零一九年三月二十九日經由董事會批准及

Directors on 29th March, 2019. 授權刊發。

張炳南王健
F-238
本公司擁有人應佔
Hotel
properties PRC statutory Investment Other capital Asset Other Non–
Share revaluation Translation reserves revaluation reserve revaluation Reserve Accumulated controlling
capital reserve reserve (i) reserve (ii) reserve (iii) profits Total Interests Total
酒店物業中國法定儲備其他資本儲備其他儲備
股本重估儲備匯兌換算儲備 (i) 投資重估儲備 (ii) 資產重估儲備 (iii) 累計溢利合計非控股權益合計
Notes HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
附註千港元千港元千港元千港元千港元千港元千港元千港元千港元千港元千港元千港元
Balance at 1st January, 2017 於二零一七年一月一日

的結餘 17,685,677 103,805 (338,032) 1,337,669 (43,649) 306,899 22,054 (285,195) 5,907,487 24,696,715 2,285,344 26,982,059
Total comprehensive income for the year 年內全面收入總額 – 24,080 1,029,499 – 14,895 – – – 2,462,061 3,530,535 438,918 3,969,453
Transfer 轉撥 – – – 55,676 – – – – (55,676) – – –
Dividends paid to non-controlling shareholders of a 已付一間附屬公司非控股

股東的股息
subsidiary – – – – – – – – – – (59,814) (59,814)

Capital contribution by non-controlling shareholders 非控股股東出資 – – – – – – – – – – 7,935 7,935
Acquisition of subsidiaries 收購附屬公司 52 – – – – – – – – – – 37,012 37,012
Partial disposal of interest in a subsidiary without 出售一間附屬公司部分權益而無失
loss of control 去控制權 – – – – – – – 179 – 179 (179) –
Acquisition of additional interests in subsidiaries 收購附屬公司額外權益 – – – – – – – 68,935 – 68,935 (188,999) (120,064)
Balance at 31st December, 2017 於二零一七年十二月

三十一日的結餘 17,685,677 127,885 691,467 1,393,345 (28,754) 306,899 22,054 (216,081) 8,313,872 28,296,364 2,520,217 30,816,581
Impact on initial application of 首次應用香港財務報告準則
HKFRS 15 第15號的影響 – – – – – – – – 238,045 238,045 16,482 254,527
Impact on initial application of 首次應用香港財務報告準則
HKFRS 9 第9號的影響 – – – – 28,754 – – – 68,697 97,451 – 97,451
Adjusted balance at 1st January, 2018 於二零一八年一月一日

的經調整結餘 17,685,677 127,885 691,467 1,393,345 – 306,899 22,054 (216,081) 8,620,614 28,631,860 2,536,699 31,168,559
F-239
Total comprehensive income for the year 年內全面收入總額 – 402,175 (812,207) – – – – – 2,241,590 1,831,558 272,285 2,103,843
Transfer 轉撥 – – – 254,555 – – – – (254,555) – – –
Dividend approved in respect of the previous year 過往年度之獲批准股息 – – – – – – – – (494,308) (494,308) – (494,308)
Dividends paid to non-controlling shareholders of a 已付一間附屬公司非控股
subsidiary 股東的股息 – – – – – – – – – – (79,429) (79,429)
Capital contribution by non-controlling shareholders 非控股股東出資 – – – – – – – – – – 31,207 31,207
De-registration of a subsidiary 一間附屬公司註銷登記 – – – – – – – – – – (5,386) (5,386)
Acquisition of additional interests in subsidiaries 增購附屬公司權益 – – – – – – – (80,015) – (80,015) (85,055) (165,070)
Partial disposal of interest in a subsidiary without 出售一間附屬公司部分權益
loss of control 而無失去控制權 – – – – – – – – – – (3) (3)
Release upon dissolution of subsidiaries 解散附屬公司時撥回 – – – (19,821) – (6,059) – – 25,880 – – –
Balance at 31st December, 2018 於二零一八年十二月

三十一日的結餘 17,685,677 530,060 (120,740) 1,628,079 – 300,840 22,054 (296,096) 10,139,221 29,889,095 2,670,318 32,559,413
保利置業集團有限公司
121
ANNUAL REPORT 2018

Notes: 附註：
(i) Statutory reserves are reserves required by the relevant laws in the (i) 法定儲備乃中華人民共和國（「中國」）相關法例所規定
People’s Republic of China (the “PRC”) and are applicable to the 且適用於本集團之中國附屬公司的儲備。
Group’s PRC subsidiaries.
(ii) Included in other capital reserve at 31st December, 2018 is deemed (ii) 於二零一八年十二月三十一日，其他資本儲備包括視
capital contribution arising on acquisition of subsidiaries of 作收購附屬公司所產生出資之238,162,000港元（二零
HK$238,162,000 (2017: HK$244,221,000) and deemed capital 一七年：244,221,000港元）及由一間同系附屬公司提
contribution arising from interest-free loans provided by a fellow 供視作不計息貸款所產生之出資之62,678,000港元（二
subsidiary of HK$62,678,000 (2017: HK$62,678,000). 零一七年：62,678,000港元）。
(iii) Other reserve represents the difference between the fair value of (iii) 其他儲備指已付及應付代價公平值與在不失去控制權
consideration paid and payable and the carrying amount of net 之情況下從非控股權益購入或出售之附屬公司擁有權
assets attributable to the changes in ownership in the subsidiaries 變動應佔之淨資產賬面值兩者之間的差額。
being acquired or disposed from non-controlling interests without
change of control.
F-240

2018 2017
Cash flows from operating activities 來自經營活動的現金流量
Adjustments for: 就以下項目作出調整：

Bank interest income 銀行利息收入 9 (152,126) (139,128)
Interest income from loans to joint ventures 貸款予合營企業帶來之
利息收入 9 (119,413) (186,774)
Interest income from loan to an associate 貸款予一間聯營公司帶來之
利息收入 9 (69,095) (6,844)
Interest income from non-controlling interests 貸款予非控股權益帶來之
利息收入 (19,513) (17,170)
Dividend income from investments in 證券投資股息收入
securities 9 (7,665) (6,323)
Amortisation of prepaid lease payments 攤銷預付租賃款項 10,764 10,160
Depreciation of property, plant and 物業、廠房及設備
equipment 折舊 17 138,205 124,950
Finance costs 融資成本 10 1,275,566 961,878
development and held for sale 減值虧損 24 10,909 —
Impairment loss on trade and other 應收貿易及其他賬款之
receivables 減值虧損 3,105 —
Increase in fair value of investment properties 投資物業之公平值增加 16 (278,932) (66,329)
Increase in fair value of financial assets at fair 按公平值計入損益之金融
value through profit or loss 資產之公平值增加 (14,389) —
Gain on disposal of investment properties 出售投資物業之收益 (3,822) (5,326)
Loss on disposal of property, plant and 出售物業、廠房及設備之
equipment 虧損 15,667 10,343
Gain on step-up acquisition of a subsidiary 增購一間附屬公司之收益 52 — (848,352)
Share of results of associates 分佔聯營公司業績 53,954 10,083
Share of results of joint ventures 分佔合營企業業績 (250,369) (198,088)
Increase in capitalisation of incremental 根據香港財務報告準則第15
commission according to HKFRS 15 號增加佣金之資本化增加 (153,302) —
Operating profit before working capital 營運資金變動前經營溢利

changes 5,864,478 4,532,269
F-241
ANNUAL REPORT 2018

2018 2017
Increase in deposits paid for acquisition 收購土地使用權的已付按金

of land use rights 增加 22 (334,621) —
(Increase)/decrease in properties under 發展中及持作出售物業
development and held for sale （增加）╱減少 (8,661,677) 7,207,901
Decrease in other inventories 其他存貨減少 5,715 91,954
(Increase)/decrease in trade and 應收貿易及其他賬款（增加）╱
other receivables 減少 (561,778) 308,016
Increase in trade and other payables 應付貿易及其他賬款
增加 3,781,850 1,002,684
Increase/(decrease) in pre-sale deposits and 預售按金及合約負債增加╱
contract liabilities （減少） 5,947,209 (1,348,090)
Increase/(decrease) in property rental deposits 物業租賃按金增加╱（減少） 279 (6,979)
Cash generated from operations 經營所得現金 6,041,455 11,787,755

PRC income taxes paid 已付中國所得稅 (2,606,353) (1,729,836)
Interest paid 已付利息 (3,059,816) (2,675,004)
Net cash generated from operating 經營活動所得現金淨額

activities 375,286 7,382,915
Cash flows from investing activities 來自投資活動的現金流量

Purchase of property, plant and equipment 購買物業、廠房及設備 17 (123,484) (32,309)
Purchase of investment properties 購買投資物業 16 — (2,018)
Investments in joint ventures 於合營企業之投資 (22,989) (63,823)
Disposal of joint ventures 出售合營企業 5,892 —
Acquisition of joint ventures 收購合營企業 (10,690) —
Acquisition of subsidiaries, net of cash 收購附屬公司，扣除已收購
acquired 現金 52 (3,749,739) (2,015,407)
Acquisition of additional interests in a 增購附屬公司權益
subsidiary (165,070) (120,064)
Acquisition of associates 收購聯營公司 (30,037) (47,618)
Net cash outflows arising on de-registration of 一間附屬公司註銷登記
a subsidiary 所產生之現金流出淨額 (5,386) —
Partial disposal of interest in a subsidiary 出售一間附屬公司部分權益而
without loss of control 無失去控制權 (3) —
Increase in loan receivables 應收貸款增加 (103,438) (112,583)
(Increase)/decrease in pledged bank deposits 已抵押銀行存款
（增加）╱減少 (3,872,360) 456,068
Bank interest income received 已收銀行利息收入 9 152,126 139,128
Interest income received from loans to 貸款予合營企業
joint ventures 帶來之已收利息收入 9 119,413 186,774
Interest income received from loan to an 貸款予一間聯營公司帶來之
associate 已收利息收入 9 69,095 6,844
Interest income received from loan to 貸款予附屬公司非控股股東
non-controlling shareholders of subsidiaries 帶來之已收利息收入 19,513 17,170
F-242
2018 2017
Dividend income received from investments 已收證券投資股息收入

in securities 9 7,665 6,323
Dividend income received from 已收一間合營企業股息收入
a joint venture 31,414 31,407
Repayments from/(advance to) joint ventures 合營企業還款╱（墊款予合營
企業） 1,031,689 (1,028,416)
Repayments from/(advance to) non-controlling 附屬公司非控股股東還款╱
shareholders of subsidiaries （墊款予附屬公司非控股
股東） 44,613 (367,423)
Advance to associates 墊款予聯營公司 (496,959) (718,134)
Proceeds from disposal of investment 出售投資物業所得款項
Deposits refunded for acquisition of 退還收購附屬公司之按金
subsidiaries 238,095 —
Net cash used in investing 投資活動所用現金淨額

activities (6,845,319) (3,644,012)
Cash flows from financing activities 來自融資活動的現金流量

Borrowings raised 新增借貸 27,806,144 17,130,554
Notes payable raised 新增應付票據 4,704,598 —
Repayments of borrowings 借貸還款 (19,141,926) (20,090,456)
Capital contribution by non-controlling 附屬公司非控股
shareholders of subsidiaries 股東出資 31,207 7,935
(Repayments to)/advances from fellow （還款予同系附屬公司）╱
subsidiaries 同系附屬公司墊款 (566,221) 577
(Repayments to)/advances from non- （還款予附屬公司非控股
controlling shareholders of subsidiaries 股東）╱附屬公司非控股
股東墊款 (94,192) 163,778
Repayments of notes payable 償還應付票據 (3,900,000) —
Repayment to ultimate holding company 還款予最終控股公司 (344,828) (12,719)
Repayments to an intermediate holding 還款予一間中間控股
company 公司 (17,100) (518,586)
Advances from joint ventures 合營企業墊款 1,338,161 1,545,491
Dividends paid to owners of 已付本公司擁有人的
the Company 股息 49 (494,308) —
Dividends paid to non-controlling 已付附屬公司非控股股東的
shareholders of subsidiaries 股息 (79,429) (59,814)
F-243
ANNUAL REPORT 2018

2018 2017
Net cash generated from/(used in) financing 融資活動所得╱（所用）現金

activities 淨額 9,242,106 (1,833,240)
Net increase in cash and cash equivalents 現金及等同現金增加淨額 2,772,073 1,905,663
Cash and cash equivalents at beginning 年初之現金及等同現金

of the year 20,921,650 17,581,484
Effect of exchange rate changes on cash 匯率變動對現金及等同

and cash equivalents 現金之影響 (540,839) 1,434,503
Cash and cash equivalents at end 年終之現金及等同現金

of the year 23,152,884 20,921,650
Represented by bank balances, deposits and 指銀行結存、存款及現金

cash 23,152,884 20,921,650
F-244

1. GENERAL 1. 一般資料
Poly Property Group Co., Limited (“the Company”) is 保利置業集團有限公司（「本公司」）乃在香

a public limited company incorporated in Hong Kong 港註冊成立之公眾有限公司，其股份在香
and its shares are listed on The Stock Exchange of 港聯合交易所有限公司（「聯交所」）上市。
Hong Kong Limited (the “Stock Exchange”). The 本公司註冊辨事處地址及主要營業地點披
addresses of the registered office and principal place 露於本年報「公司資料」一節。
of business of the Company are disclosed in the
“Corporate Information” section of the annual
report.
The Company is an investment holding company. Its 本公司為投資控股公司，其附屬公司（統

subsidiaries (together “the Group”) are engaged in 稱「本集團」）從事物業發展、物業投資及
property development, property investment and 管理、酒店營運及其相關服務、製造和銷
management, hotel operations and its related 售數碼光碟及其他項目。主要業務及其他
services, manufacturing and sales of digital discs and 主要附屬公司載於附註50。
others. The principal activities and other principal
subsidiaries are set out in note 50.
The directors consider the Company’s immediate 董事認為本公司之直接控股公司為保利

holding company is Poly (Hong Kong) Holdings （香港）控股有限公司（「保利控股」），該公
Limited (“Poly Holdings”), a company incorporated in 司為一間在香港註冊成立之公司。最終控
Hong Kong. The ultimate holding company is China 股公司為中國保利集團有限公司（「中國保
Poly Group Corporation Limited (“China Poly”), a 利」），該公司為一間於中華人民共和國
state-owned enterprise established in the People’s （「中國」）成立之國有企業。除本集團之成
Republic of China (the “PRC”). China Poly and its 員公司外，中國保利及其聯號公司在以下
affiliated companies, other than members of the 統稱為中國保利集團。
Group, are hereinafter collectively referred to as
China Poly Group.
F-245
ANNUAL REPORT 2018


STANDARDS (“HKFRSs”)
(a) Adoption of new/revised HKFRSs — (a) 採納新訂 ╱ 經修訂香港財

effective 1st January, 2018 務報告準則 — 二零一八年
一月一日起生效
Annual Improvements Amendments to HKFRS 1, 二零一四年至二零香港財務報告準則
to HKFRSs 2014– First-time adoption of Hong 一六年週期的第1號首次採納
2016 Cycle Kong Financial Reporting 香港財務報告香港財務報告準則
Standards 準則年度改進（修訂本）
Annual Improvements Amendments to HKAS 28, 二零一四年至二零香港會計準則第28號
to HKFRSs 2014– Investments in Associates 一六年週期的於聯營公司及合營
2016 Cycle and Joint Ventures 香港財務報告公司之投資（修訂
準則年度改進本）
Amendments to Classification and 香港財務報告準則以股份為基礎之付款
HKFRS 2 Measurement of Share- 第2號（修訂本）交易的分類和計量
based Payment
Transactions
HKFRS 9 Financial Instruments 香港財務報告準則金融工具
第9號
HKFRS 15 Revenue from Contracts with 香港財務報告準則來自客戶合約之收入
Customers 第15號
Amendments to Revenue from Contracts with 香港財務報告準則來自客戶合約之收入
HKFRS 15 Customers (Clarifications to 第15號（修訂本）（香港財務報告準
HKFRS 15) 則第15號之澄清）
Amendments to Transfers of Investment 香港會計準則轉撥投資物業
HKAS 40 Property 第40號（修訂本）
HK(IFRIC) 22 Foreign Currency Transactions 香港（國際財務報告外幣交易及預付代價
and Advance Consideration 詮釋委員會）
第22號
F-246

（續）
(a) Adoption of new/revised HKFRSs — (a) 採納新訂 ╱ 經修訂香港財

effective 1st January, 2018 務報告準則 — 二零一八年
(Continued) 一月一日起生效（續）
The Group has assessed the impact of the 本集團已評估採納該等首次生效的
adoption of these new and amended standards 新訂及經修訂準則之影響。本集團
that are effective for the first time. The Group 因採納下列準則而必須更改會計政
had to change its accounting policies and made 策並作出調整：
adjustments as a result of adoption of the
following standards:
HKFRS 9 Financial Instruments 香港財務報告金融工具

準則第9號
HKFRS 15 Revenue from Contracts 香港財務報告來自客戶合約之
with Customers 準則第15號收入
The impact of the adoption of these standards 採納該等準則及新訂會計政策的影

and the new accounting policies are disclosed 響於附註2(c)披露。其他準則、修訂
in note 2(c). The other standards, amendments 本及詮釋並無對本集團的會計政策
and interpretation did not have any material 產生任何重大影響且毋須作出追溯
impact on the Group’s accounting policies and 調整。
did not require retrospective adjustments.
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(b) New/revised HKFRSs that have been (b) 已頒佈但尚未生效的新

issued but are not yet effective 訂╱經修訂香港財務報告
準則
The following new/revised HKFRSs, potentially 下列已頒佈但尚未生效的新訂╱經
relevant to the Group’s financial statements, 修訂香港財務報告準則可能與本集
have been issued, but are not yet effective and 團的財務報表有關，而本集團並無
have not been early adopted by the Group. The 提早採納。本集團目前擬於生效日
Group’s current intention is to apply these 期應用該等變動。
changes on the date they become effective.
HKFRS 16 Leases1 香港財務報告準則租賃1

第16號
Amendments to Prepayment Features with 香港財務報告準則附帶負補償的預付
HKFRS 9 Negative Compensation1 第9號（修訂本）款項1
HK(IFRIC) 23 Uncertainty over Income 香港（國際財務報告所得稅處理之
Tax Treatments1 詮釋委員會）不確定性1
第23號
Amendments to Long-term Interests in 香港會計準則第28號於聯營公司及合營
HKAS 28 Associates and Joint （修訂本）企業之長期權益1
Ventures1
Annual Amendments to HKFRS 3, 二零一五年至二零香港財務報告準則
Improvements to Business Combinations1 一七年週期的第3號業務合併
HKFRSs 2015– 香港財務報告準則（修訂本）1
2017 Cycle 年度改進
Annual Amendments to HKFRS 11, 二零一五年至二零香港財務報告準則
Improvements to Joint Arrangements1 一七年週期的第11號合營安排
HKFRSs 2015– 香港財務報告準則（修訂本）1
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(Continued) 準則（續）
Annual Amendments to HKAS 12, 二零一五年至二零香港會計準則第12號
Improvements to Income Taxes1 一七年週期的所得稅（修訂本）1
HKFRSs 2015– 香港財務報告準則
Annual Amendments to HKAS 23, 二零一五年至二零香港會計準則第23號
Improvements to Borrowing Costs1 一七年週期的借貸成本（修訂本）1
HKFRSs 2015– 香港財務報告準則
HKFRS 17 Insurance Contracts2 香港財務報告準則保險合約2
第17號
Amendments to Sale or Contribution of 香港財務報告準則投資者與其聯營公司
HKFRS 10 and Assets between an 第10號及香港會計或合營企業之間的
HKAS 28 Investor and its 準則第28號資產出售或投入3
Associate or Joint （修訂本）
Venture3
1
Effective for annual periods beginning on or after 1st 1
於二零一九年一月一日或其後開始之
January, 2019. 年度期間生效。
2
Effective for annual periods beginning on or after 1st 2
於二零二一年一月一日或其後開始之
January, 2021. 年度期間生效。
3
The amendments were originally intended to be 3
該等修訂原定計劃於二零一七年一月
effective for periods beginning on or after 1st 一日或其後開始之期間生效。生效日期
January, 2017. The effective date has now been 現已延遲╱删除。有關修訂繼續獲允許
deferred/removed. Early application of the 提前應用。
amendments continue to be permitted.
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HKFRS 16 — Leases 香港財務報告準則第16號
— 租賃
HKFRS 16, which upon the effective date will 香港財務報告準則第16號將於生效
supersede HKAS 17 Leases and related 之日起取代香港會計準則第17號租
interpretations, introduces a single lessee 賃及相關詮釋。香港財務報告準則
accounting model and requires a lessee to 第16號將引入單一承租人會計處理
recognise assets and liabilities for all leases with 模式，並要求承租人對超過12個月
a term of more 12 months, unless the 租期之資產及負債（低值資產除外）
underlying asset is of low value. Specifically, 進行確認。香港財務報告準則第16
under HKFRS 16, a lessee is required to 號還特別要求承租人對使用租賃資
recognise a right-of-use asset representing its 產的使用權資產及支付租賃費用的
right to use the underlying leased asset and a 租賃負債進行確認。相應的，承租
lease liability representing its obligation to 人還將對使用權資產的折舊及租賃
make lease payments. Accordingly, a lessee 負債的利息進行確認，並將租賃負
should recognise depreciation of the right-of 債的現金還款分類至本金部分和利
use asset and interest on the lease liability, and 息部分，並將其列示於現金流量表
also classifies cash repayments of the lease 中。此外，使用權資產和租賃負債
liability into a principal portion and an interest 以現值進行初步確認，包括對不可
portion and presents them in the statement of 撤銷租賃付款和對非固定期限租約
cash flows. Also, the right-of-use asset and the 付款（若承租人確定將延租或終止租
lease liability are initially measured on a present 約）。香港財務報告準則第16號對分
value basis. The measurement includes non- 類為經營性租賃承租人的會計處理
cancellable lease payments and also includes 較此前的香港會計準則第17號有重
payments to be made in optional periods if the 大不同。
lessee is reasonably certain to exercise an
option to extend the lease, or to exercise an
option to terminate the lease. This accounting
treatment is significantly different from the
lessee accounting for leases that are classified
as operating leases under the predecessor
standard, HKAS 17.
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HKFRS 16 — Leases (Continued) 香港財務報告準則第16號
— 租賃（續）
In respect of the lessor accounting, HKFRS 16 香港財務報告準則第16號對於出租
substantially carries forward the lessor 人的會計處理基本沿用了香港會計
accounting requirements in HKAS 17. 準則第17號的相關要求。因此，出
Accordingly, a lessor continues to classify its 租人仍將其租賃分類為經營性租賃
leases as operating leases or finance leases, and 或融資性租賃，並分別記錄以上兩
to account for those two types of leases 類租賃。
differently.
Amendments to HKFRS 9 — 香港財務報告準則第9號

Prepayment Features with Negative （修訂本）— 附帶負補償的
Compensation 預付款項
The amendments clarify that prepayable 該修訂本澄清在符合特別條件下，
financial assets with negative compensation can 附帶負補償的可預付金融資產可按
be measured at amortised cost or at fair value 攤銷成本或按公平值變動計入其他
through other comprehensive income if 全面收入，而非按公平值計入損益
specified conditions are met — instead of at fair 計量。
value through profit or loss.
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HK(IFRIC)-Int 23 — Uncertainty over 香港（國際財務報告詮釋委
Income Tax Treatments 員會）— 詮釋第23號 —
所得稅處理的不確定性
The Interpretation supports the requirements of 該詮釋透過就如何反映所得稅會計
HKAS 12, Income Taxes, by providing guidance 處理涉及的不確定性因素提供指
over how to reflect the effects of uncertainty in 引，為香港會計準則第12號所得稅
accounting for income taxes. 的規定提供支持。
Under the Interpretation, the entity shall 根據該詮釋，實體須釐定分別或集

determine whether to consider each uncertain 中考慮各項不確定稅項處理，以更
tax treatment separately or together based on 佳預測不確定性因素的解決方法。
which approach better predicts the resolution of 實體亦須假設稅務機關將會查驗其
the uncertainty. The entity shall also assume the 有權查驗的金額，並在作出上述查
tax authority will examine amounts that it has a 驗時完全知悉所有相關資料。如實
right to examine and have full knowledge of all 體釐定稅務機關可能會接受一項不
related information when making those 確定稅項處理，則實體應按與其稅
examinations. If the entity determines it is 務申報相同的方式計量即期及遞延
probable that the tax authority will accept an 稅項。倘實體釐定稅務機關不可能
uncertain tax treatment, then the entity should 會接受一項不確定稅項處理，則採
measure current and deferred tax in line with its 用「最可能金額」或「預期值」兩個方
tax filings. If the entity determines it is not 法中能更佳預測不確定性因素解決
probable, then the uncertainty in the 方式的方法來反映釐定稅項涉及的
determination of tax is reflected using either 不確定性因素。
the “most likely amount” or the “expected
value” approach, whichever better predicts the
resolution of the uncertainty.
F-252

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Amendments to HKAS 28 香港會計準則第28號（修訂
本）
The amendment clarifies that HKFRS 9 applies 該修訂本澄清香港財務報告準則第
to long-term interests (“LTI”) in associates or 9號應用於構成於聯營公司或合營企
joint ventures which form part of the net 業之投資淨額一部分的於聯營公司
investment in the associates or joint ventures 或合營企業之長期權益（「長期權
and stipulates that HKFRS 9 is applied to these 益」），並規定香港財務報告準則第9
LTI before the impairment losses guidance 號先於香港會計準則第28號減值虧
within HKAS 28. 損指引應用於該等長期權益。
Annual Improvements to HKFRSs 二零一五年至二零一七年

2015–2017 Cycle — Amendments to 週期的香港財務報告準則
HKFRS 3, Business Combinations 年度改進 — 香港財務報告
準則第3號業務合併（修訂
本）
The amendments issued under the annual 根據年度改進過程頒佈的該等修訂
improvements process make small, non-urgent 本對現時並不明確的準則作出微細
changes to standards where they are currently 及不急切的修改。其中包括香港財
unclear. They include amendments to HKFRS 3 務報告準則第3號（修訂本），其闡明
which clarifies that when a joint operator of a 當業務的聯合經營者取得聯合經營
business obtains control over a joint operation, 的控制權時，該業務合併已分階段
this is a business combination achieved in 達成，因此先前持有之股權應重新
stages and the previously held equity interest 計量為其收購日期之公平值。
should therefore be remeasured to its
acquisition date fair value.
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HKFRS 11, Joint Arrangements 年度改進 — 香港財務報告
準則第11號合營安排（修訂
本）
changes to standards where they are currently 及不急切的修改。其中包括香港財
unclear. They include amendments to HKFRS 11 務報告準則第11號（修訂本），其闡
which clarify that when a party that participates 明於參與（但並非擁有共同控制權）
in, but does not have joint control of, a joint 為業務的聯合經營的一方隨後取得
operation which is a business and subsequently 聯合經營之共同控制權時，先前持
obtains joint control of the joint operation, the 有之股權不得重新計量至其收購日
previously held equity interest should not be 期之公平值。
remeasured to its acquisition date fair value.

HKAS 12, Income Taxes 年度改進 — 香港會計準則
第12號所得稅（修訂本）
changes to standards where they are currently 及不急切的修改。其中包括香港會
unclear. They include amendments to HKAS 12 計準則第12號（修訂本），其闡明股
which clarify that all income tax consequences 息之所有所得稅後果與產生可分派
of dividends are recognised consistently with 溢利之交易採取一致的方式於損
the transactions that generated the 益、其他全面收入或直接於權益確
distributable profits, either in profit or loss, 認。
other comprehensive income or directly in
equity.
F-254

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HKAS 23, Borrowing Costs 年度改進 — 香港會計準則
第23號借貸成本（修訂本）
changes to standards where they are currently 及不急切的修改。其中包括香港會
unclear. They include amendments to HKAS 23 計準則第23號（修訂本），其闡明為
which clarifies that a borrowing made 取得符合資本化條件的資產而專門
specifically to obtain a qualifying asset which 作出之借貸，於相關符合資本化條
remains outstanding after the related qualifying 件的資產可用作擬定用途或進行銷
asset is ready for its intended use or sale would 售時仍未償還，則該借貸將成為該
become part of the funds an entity borrows 實體一般所借資金的一部分並因此
generally and therefore included in the general 計入一般資產池內。
pool.
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Amendments to HKFRS 10 and 香港財務報告準則第10號
HKAS 28 — Sale or Contribution of 及香港會計準則第28號（修
Assets between an Investor and its 訂本）— 投資者與其聯營
Associate or Joint Venture 公司或合營企業之間的資
產出售或注資
The amendments clarify the extent of gains or 該等修訂澄清實體向其聯營公司或
losses to be recognised when an entity sells or 合營企業出售或注入資產時，將予
contributes assets to its associate or joint 確認之收益或虧損程度。當交易涉
venture. When the transaction involves a 及一項業務，則須確認全數收益或
business the gain or loss is recognised in full, 虧損。反之，當交易涉及不構成一
conversely when the transaction involves assets 項業務之資產，則僅須就不相關投
that do not constitute a business the gain or 資者於合營企業或聯營公司之權益
loss is recognised only to the extent of the 確認收益或虧損。
unrelated investors’ interests in the joint
venture or associate.
The Group has already commenced an 本集團已開始就採納以上準則及對

assessment of the impact of adopting the 現行準則之修訂對本集團所產生之
above standards and amendments to existing 影響進行評估。本集團尚未能確定
standards to the Group. The Group is not yet in 該等新規定會否對本集團之會計政
a position to state whether these new 策及財務報表帶來重大影響。
pronouncements will result in substantial
changes to the Group’s accounting policies and
financial statements.
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(c) Changes in accounting policies (c) 會計政策變動

This note explains the impact of the adoption 本附註解釋採納香港財務報告準則
of HKFRS 9 Financial Instruments and HKFRS 15 第9號金融工具及香港財務報告準則
Revenue from Contracts with Customers on the 第15號來自客戶合約之收入對本集
Group’s financial statements. 團財務報表之影響。
(i) Impact on the financial (i) 對財務報表之影響

statements
As a result of the changes in the entity’s 由於實體之會計政策有所變
accounting policies, prior year financial 動，過往年度之財務報表必須
statements had to be restated. As 重列。按下文所述，本集團已
explained below, the Group adopted 採納香港財務報告準則第9號
HKFRS 9 and HKFRS 15 without restating 及香港財務報告準則第15號而
comparative information in accordance 根據該等標準之過渡性條文毋
with the transitional provisions of these 須重列可資比較資料。因此，
standards. The reclassifications and the 因新訂會計政策所引致的重新
adjustments arising from the new 分類及調整並無反映於二零
accounting policies are therefore not 一七年十二月三十一日之綜合
reflected in consolidated statement of 財務狀況表，惟於二零一八年
financial position as at 31st December, 一月一日期初綜合財務狀況表
2017, but are recognised in the opening 內確認。
of consolidated statement of financial
position on 1st January, 2018.
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(Continued)
(i) Impact on the financial (i) 對財務報表之影響
statements (Continued) （續）
The following tables show the adjustments 下表列示就各單獨項目確認之
recognised for each individual line item. 調整，並無載入不受變動影響
Line items that were not affected by the 之項目。因此，不能以所提供
changes have not been included. As a 之數字重計所披露之小計及合
result, the subtotals and totals disclosed 計。
cannot be recalculated from the numbers
provided.
31st 1st January,

December, 2018
2017 HKFRS 9 HKFRS 15 Restated
二零一七年
十二月香港財務報告香港財務報告二零一八年
三十一日準則第9號準則第15號一月一日重列
HK$’000 HK$’000 HK$’000 HK$’000
Consolidated statement of financial 綜合財務狀況表（摘要）

position (extract)
through profit or loss 金融資產 — 423,290 — 423,290
Available-for-sale investments 可供出售投資 325,839 (325,839) — —

Contract costs 合約成本 — — 316,789 316,789
Total assets 資產總額 128,778,484 97,451 316,789 129,192,724

Deferred tax liabilities 遞延稅項負債 1,519,839 — 62,262 1,582,101

Contract liabilities 合約負債 — — 25,906,757 25,906,757
Pre-sale deposits 預售按金 25,906,757 — (25,906,757) —
Total liabilities 負債總額 97,961,903 — 62,262 98,024,165
Net assets 資產淨值 30,816,581 97,451 254,527 31,168,559
Reserves 儲備 10,610,687 97,451 238,045 10,946,183

Non-controlling interests 非控股權益 2,520,217 — 16,482 2,536,699
Total equity 股權總額 30,816,581 97,451 254,527 31,168,559
F-258

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(Continued)
(ii) HKFRS 9 Financial Instruments (ii) 香港財務報告準則第9
— Impact of adoption 號金融工具 — 採納之
影響
Classification and 分類及計量
measurements
HKFRS 9 replaces the provisions of HKAS 香港財務報告準則第9號取代
39 that relate to the recognition, 香港會計準則第39號有關確
classification and measurement of financial 認、分類及計量金融資產及金
assets and financial liabilities, 融負債、終止確認金融工具、
derecognition of financial instruments, 金融資產減值及對沖會計之條
impairment of financial assets and hedge 文。
accounting.
The adoption of HKFRS 9 Financial 由於自二零一八年一月一日起

Instruments from 1st January, 2018 採納香港財務報告準則第9號
resulted in changes in accounting policies 金融工具，故此會計政策變動
and adjustments to the amounts 及財務報表內已確認金額有所
recognised in the financial statements. The 調整。新訂會計政策載於下文
new accounting policies are set out in 附註2(c)(iii) 。根據香港財務報
note 2(c)(iii) below. In accordance with the 告準則第9號所載過渡性條
transitional provisions in HKFRS 9, 文，並無重列可資比較數字。
comparative figures have not been
restated.
On 1st January, 2018 (the date of initial 於二零一八年一月一日（首次

application of HKFRS 9), the Group’s 應用香港財務報告準則第9號
management has classified its financial 之日期），本集團管理層已將
instruments at fair value through profit or 金融工具分類為按公平值計入
loss. 損益。
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(Continued)
(Continued) 影響（續）
Classification and measurements 分類及計量（續）
(Continued)
In summary, the following adjustments 以下為二零一八年一月一日期
were made to the amounts recognised in 初綜合財務狀況表所確認金額
the opening of consolidated statement of 之調整的概要：
financial position on 1st January, 2018:
HKAS 39
carrying HKFRS 9
amount carrying
at 31st amount at
December, 1st January,
2017 Reclassification Remeasurement 2018
於二零一七年於二零一八年
十二月三十一一月一日
日根據香港會根據香港財務
計準則第39號報告準則第9號
之賬面值重新分類重新計量之賬面值
HK$’000 HK$’000 HK$’000 HK$’000
Financial assets at fair value 按公平值計入損益

through profit or loss 的金融資產 — 325,839 97,451 423,290
Available-for-sale investments 可供出售的投資 325,839 (325,839) — —
Reserves 儲備 10,610,687 — 97,451 10,708,138
F-260

（續）

(Continued)
(Continued)
The amount by each financial statements 本集團本年及年度至今之各財
line items of the Group affected in the 務報表項目的金額由於採納香
current year and year to date by the 港財務報告準則第9號前生效
application of HKAS 39 that were 之香港會計準則第39號而受到
previously in effect before the adoption of 之影響如下：
HKFRS 9 is as follows:

Amounts
without the Effects of the
adoption of adoption of Amounts as
HKFRS 9 HKFRS 9 reported
未採納香港財採納香港財務
務報告準則報告準則
第9號之金額第9號的影響呈列金額
HK$’000 HK$’000 HK$’000
Consolidated statement of 綜合財務狀況表（摘錄）

financial position (extract)
Financial assets at fair value through 按公平值計入損益的
profit or loss 金融資產 — 426,941 426,941
Available-for-sale investments 可供出售的投資 289,650 (289,650) —
Reserves 儲備 12,066,127 137,291 12,203,418
F-261
ANNUAL REPORT 2018


（續）

(Continued)
(Continued)
Year ended 31st December, 2018

Amounts Effects
without the of the
adoption of adoption of Amounts as
HKFRS 9 HKFRS 9 reported
未採納香港採納香港財務
財務報告準則報告準則
第9號之金額第9號的影響呈列金額
HK$’000 HK$’000 HK$’000
Consolidated statement of profit or 綜合損益表（摘要）

loss (extract)
Change in fair value of financial 金融資產公平值變動
assets — 14,389 14,389
Profit attributable to owners of 本公司擁有人應佔溢利
the Company 2,227,201 14,389 2,241,590
F-262

（續）

(Continued)
Impairment of financial assets 金融資產減值
The cash and cash equivalents, pledged 現金及等同現金、有抵押銀行
bank deposits, loan receivables, trade and 存款、應收貸款、應收貿易及
other receivables are subject to the 其他賬款須符合香港財務報告
impairment requirements of HKFRS 9, and 準則第9號之減值規定，惟可
the identifiable impairment loss was 識別之減值虧損並不重大。
immaterial.
(iii) HKFRS 9 Financial Instruments (iii) 香港財務報告準則第9

— Accounting policies applied 號金融工具 — 於二零
from 1st January, 2018 一八年一月一日起應
用之會計政策
Investments and other financial 投資及其他金融資產
assets
Classification 分類
From 1st January, 2018, the Group 自二零一八年一月一日起，本
classifies its financial assets in the 集團將其金融資產分類為以下
following measurement categories: 計量類別：
• those to be measured subsequently • 其後按公平值（計入其他

at fair value (either through other 全面收入或計入損益）計
comprehensive income, or through 量之金融資產，及
profit or loss), and
• those to be measured at amortised • 按攤銷成本計量之金融

cost. 資產。
F-263
ANNUAL REPORT 2018


（續）

(Continued)
(Continued) 用之會計政策（續）
Classification (Continued) 分類（續）
The classification depends on the entity’s 該分類取決於管理金融資產之
business model for managing the financial 實體業務模式及現金流量之合
assets and the contractual terms of the 約條款。
cash flows.
For assets measured at fair value, gains 就按公平值計量之資產而言，

and losses will either be recorded in profit 收益及虧損將計入損益或其他
or loss or other comprehensive income 全面收入。並非持作買賣的股
(OCI). For investments in equity 本工具投資將視乎本集團是否
instruments that are not held for trading, 有在初步確認時作出不可撤銷
this will depend on whether the Group 之選擇，以按公平值計入其他
has made an irrevocable election at the 全面收入之股本投資列賬。當
time of initial recognition to account for 且僅當本集團管理該等資產之
equity investment at fair value through 業務模式改變時，方會對債務
other comprehensive income (FVOCI). The 投資進行重新分類。
Group reclassified debt investments when
and only when its business model for
managing those assets changes.
F-264

（續）

(Continued)
Measurement 計量
At initial recognition, the Group measures 於初步確認時，本集團按其公
a financial asset at its fair value plus, in 平值加上（倘金融資產並非按
the case of a financial asset not at fair 公平值計入損益）收購金融資
value through profit or loss (FVPL), 產直接應佔之交易成本計量金
transaction costs that are directly 融資產。以按公平值計入損益
attributable to the acquisition of the 列賬之金融資產的交易成本於
financial asset. Transaction costs of 損益中支銷。
financial assets carried at FVPL are
expensed in profit or loss.

derivatives are considered in their entirety 本金及利息時會全面考慮附帶
interest.
F-265
ANNUAL REPORT 2018


（續）

(Continued)
• Amortised cost: Assets that are held • 攤銷成本：倘為收取合

for collection of contractual cash 約現金流量而持有的資
flows where those cash flows 產之現金流量僅為本金
represent solely payments of 及利息付款，則該等資
principal and interest are measured 產按攤銷成本計量。該
at amortised cost. Interest income 等金融資產之利息收入
from these financial assets is 採用實際利率法計入財
included in finance income using the 務收入。終止確認產生
effective interest rate method. Any 之任何收益或虧損直接
gain or loss arising on derecognition 於損益中確認，並與外
is recognised directly in profit or loss 匯收益及虧損於其他收
and presented in other gains/ 益 ╱（虧損）列示。減值
(losses), together with foreign 虧損於損益表內作為單
exchange gains and losses. 獨項目列示。
Impairment losses are presented as
separate line item in the statement
of profit or loss.
F-266

（續）

(Continued)
• FVOCI: Assets that are held for • 按公平值計入其他全面
collection of contractual cash flows 收入：倘為收取合約現
and for selling the financial assets, 金流量及出售金融資產
where the assets’ cash flows 而持有的資產之現金流
represent solely payments of 量僅為本金及利息付
principal and interest, are measured 款，則該等資產按公平
at FVOCI. Movements in the carrying 值計入其他全面收入計
amount are taken through OCI, 量。賬面值變動乃透過
except for the recognition of 其他全面收入確認，惟
impairment gains or losses, interest 就確認減值收益或虧損
revenue and foreign exchange gains 而言，利息收入以及外
and losses which are recognised in 匯收益及虧損於損益確
profit or loss. When the financial 認。終止確認金融資產
asset is derecognised, the 時，先前於其他全面收
cumulative gain or loss previously 入確認之累計收益或虧
recognised in OCI is reclassified from 損將自權益重新分類至
equity to profit or loss as a 損益作重新分類調整。
reclassification adjustment. Interest 來自該等金融資產之利
income from these financial assets is 息收入採用實際利率法
included in finance income using the 計入財務收入。外匯收
effective interest rate method. 益及虧損於其他收益╱
Foreign exchange gains and losses （虧損）呈列，而減值開
are presented in other gains/(losses) 支於損益表內作為單獨
and impairment expenses are 項目列示。
presented as separate line item in
the statement of profit or loss.
F-267
ANNUAL REPORT 2018


（續）

(Continued)
• FVPL: Assets that do not meet the • 按公平值計入損益：不
criteria for amortised cost or FVOCI 符合攤銷成本或按公平
are measured at FVPL. A gain or loss 值計入其他全面收入標
on a debt investment that is 準之資產按公平值計入
subsequently measured at FVPL is 損益計量。其後按公平
recognised in profit or loss. 值計入損益計量之債務
投資產生的收益或虧損
於損益內確認。
Equity Instruments 股本工具

The Group subsequently measures all 本集團其後按公平值計量所有
equity investments at fair value. Where 股本投資。倘本集團管理層已
the Group’s management has elected to 選擇於其他全面收入呈列股本
present fair value gains and losses on 投資之公平值收益及虧損，則
equity investment in OCI, there is no 於終止確認此類投資後，公平
subsequent reclassification of fair value 值收益及虧損不再重新分類至
gains and losses to profit or loss following 損益。當確立本集團收取付款
the derecognition of the investment. 之權利時，此類投資之股息繼
Dividends from such investments continue 續於損益中確認為其他收入。
to be recognised in profit or loss as other
income when the Group’s right to receive
payments is established.
F-268

（續）

(Continued)
Equity Instruments (Continued) 股本工具（續）
Changes in the fair value of financial 按公平值計入損益之金融資產
assets at FVPL are recognised in 的公平值變動於損益表確認。
statement of profit or loss. Impairment 按公平值計入其他全面收入之
losses (and reversal of impairment losses) 金融資產計量之股本投資的減
on equity investments measured at 值虧損（及減值虧損撥回）不會
financial assets at FVOCI are not reported 與公平值的其他變動分開呈
separately from other changes in fair 報。
value.
Impairment 減值
From 1st January, 2018, the Group 自二零一八年一月一日起，本
assesses on a forward looking basis the 集團按前瞻性基準評估與其以
expected credit losses associated with its 攤銷成本列賬及按公平值計入
debt instruments carried at amortised cost 其他全面收入之債務工具相關
and FVOCI. The impairment methodology 的預期信貸虧損。所應用之減
applied depends on whether there has 值方法取決於信貸風險是否顯
been a significant increase in credit risk. 著增加。
For trade receivables, the Group applies 就應收賬款而言，本集團採用

the simplified approach permitted by 香港財務報告準則第9號所允
HKFRS 9, which requires expected lifetime 許之簡化方法，該方法規定預
losses to be recognised from initial 期存續期虧損將自初步確認應
recognition of the receivables. 收款項起確認。
F-269
ANNUAL REPORT 2018


（續）

(Continued)
(iv) HKFRS 15 Revenue from (iv) 香港財務報告準則第
Contracts with Customers — 15號來自客戶合約之
Impact of adoption 收入 — 採納之影響
The Group has adopted HKFRS 15 本集團自二零一八年一月一日
Revenue from Contracts with Customers 起採納香港財務報告準則第15
from 1st January, 2018 which resulted in 號來自客戶合約之收入，此舉
changes in accounting policies and 導致會計政策產生改變及於財
adjustments to the amounts recognised in 務報表確認之金額有所調整。
the financial statements. In accordance 根據香港財務報告準則第15號
with the transitional provisions in HKFRS 所載過渡性條文，本集團採納
15, the Group has adopted the cumulative 累計影響法，因此並無重列二
effect method and therefore has not 零一七年財政年度可資比較資
restated comparatives for the 2017 料。以下為二零一八年一月一
financial year. In summary, the following 日期初綜合財務狀況表所確認
adjustments were made to the amounts 金額之調整的概要：
recognised in the opening of consolidated
statement of financial position on 1st
January, 2018:
HKAS 18
carrying HKFRS 15
amount carrying
at 31st amount at
December, 1st January,
2017 Reclassification Remeasurement 2018
於二零一七年於二零一八年
十二月三十一一月一日
日根據香港根據香港財務
會計報告準則
準則第18號第15號之
之賬面值重新分類重新計量賬面值
HK$’000 HK$’000 HK$’000 HK$’000
Contract costs 合約成本 — — 316,789 316,789

Contract liabilities 合約負債 — 25,906,757 — 25,906,757
Pre-sale deposits 預售按金 25,906,757 (25,906,757) — —
Deferred tax liabilities 遞延稅項負債 1,519,839 — 62,262 1,582,101
F-270

（續）

(Continued)
Impact of adoption (Continued) 收入 — 採納之影響
（續）
The impact on the Group’s reserves and 對本集團二零一八年一月一日
non-controlling interests as at 1st January, 的儲備及非控股權益之影響如
2018 is as follows: 下：
HK$’000
千港元
Reserves and non-controlling interests 於二零一七年十二月三十一日

as at 31st December, 2017 之儲備及非控股權益
Reserves 儲備 10,610,687
Non-controlling interests 非控股權益 2,520,217
Recognition of assets for costs to obtain 就有關獲取合約所產生之成本
a contract 確認資產 316,789
Increase in deferred tax liabilities 遞延稅項負債增加 (62,262)
Adjustment to reserves from adoption of 因採納香港財務報告準則

HKFRS 15 第15號對儲備所作調整 238,045
Adjustment to non-controlling interests 因採納香港財務報告準則第15
from adoption of HKFRS 15 號對非控股權益所作調整 16,482
Reserves and non-controlling interests 於二零一八年一月一日之儲備

as at 1st January, 2018 及非控股權益
Reserves 儲備 10,848,732
Non-controlling interests 非控股權益 2,536,699
F-271
ANNUAL REPORT 2018


（續）

(Continued)
（續）
The amount by each financial statements 相較於採納香港財務報告準則
line items of the Group affected in the 第15號前生效之香港會計準則
current year and year to date by the 第18號及香港會計準則第11
application of HKFRS 15 as compared to 號，本集團本年度及年度至今
HKAS 18 and HKAS 11 that were 之各財務報表項目的金額由於
previously in effect before the adoption of 應用香港財務報告準則第15號
HKFRS 15 is as follows: 而受到之影響如下：

Amounts
adoption of adoption of Amount as
HKFRS15 HKFRS15 reported
未採納香港採納香港
財務報告準則財務報告準則
第15號之金額第15號之影響呈列金額
HK$’000 HK$’000 HK$’000
Consolidated statement of 綜合財務狀況表（摘要）

financial position (extract)
Contract costs 合約成本 — 465,069 465,069
Contract liabilities 合約負債 — 31,110,373 31,110,373
Pre-sale deposits 預售按金 31,110,373 (31,110,373) —
Deferred tax liabilities 遞延稅項負債 1,616,116 94,717 1,710,833
Reserves 儲備 11,883,118 320,300 12,203,418
Non-controlling interests 非控股權益 2,620,266 50,052 2,670,318
F-272

（續）

(Continued)
（續）
Year ended 31st December, 2018

Amounts
adoption of adoption of Amount as
HKFRS15 HKFRS15 reported
未採納香港財採納香港財務
務報告準則報告準則
第15號之金額第15號之影響呈列金額
HK$’000 HK$’000 HK$’000
Consolidated statement of 綜合損益表（摘要）

profit or loss (extract)
Selling expenses 銷售開支 (846,302) 153,302 (693,000)
Income tax expense 所得稅開支 (2,791,032) (32,454) (2,823,486)
Profit for the year 年內溢利 2,480,600 120,848 2,601,448

Owners of the Company 本公司擁有人 2,154,312 87,278 2,241,590
Non-controlling interests 非控股權益 326,288 33,570 359,858
F-273
ANNUAL REPORT 2018


（續）

(Continued)
（續）
Accounting for costs to obtain a 就獲取合約所產生之
contract 成本的會計處理
Management expects the incremental 管理層預期主要由於取得物業
costs, principally sale commission, as a 銷售合約產生之銷售佣金等增
result of obtaining the property sale 加成本乃可收回。本集團已資
contracts are recoverable. The Group has 本化該等金額並在相關收入確
capitalised the amounts and amortised 認時進行攤銷。截至二零一八
when the related revenue are recognised. 年十二月三十一日止年度，本
During the year ended 31st December, 集團確認攤銷178,751,000港
2018, the Group recognised amortisation 元及資本化佣金費用
of HK$178,751,000 and capitalised 332,053,000港元，減少相同
commission fee of HK$332,053,000 which 金額之銷售開支，增加所得稅
decreased selling expenses by the same 開支32,454,000港元及增加除
amount, increase income tax expense by 稅後溢利120,848,000港元。並
HK$32,454,000 and increased profit after 無就資本化成本產生相關減值
tax by HK$120,848,000. There was no 損失。
impairment loss in relation to the costs
capitalised.
F-274

（續）

(Continued)
（續）
Presentation of assets and 呈列與客戶合約相關
liabilities related to contracts 之資產及負債
with customers
The Group has also changed the 本集團亦更改於綜合財務狀況
presentation of the following amount in 表之以下金額列報方式以反映
the consolidated statement of financial 香港財務報告準則第15號之術
position to reflect the terminology of 語：
HKFRS 15:
• Contract liabilities in relation to • 有關物業銷售合約之合

property sale contracts were 約負債，過往計入預售
previously included in pre-sale 按金內（於二零一八年一
deposits (HK$25,906,757,000 as at 月一日為25,906,757,000
1st January, 2018) 港元）。
(v) HKFRS 15 Revenue from (v) 香港財務報告準則第

Accounting policies 收入 — 會計政策
Accounting for property 就物業開發業務之會
development activities 計處理
In prior reporting periods, the Group 在過往年度之報告期間，當物
accounted for property development 業所有權之重要風險和報酬在
activities when significant risk and rewards 交付物業所有權之特定時點全
of ownership has been transferred to the 部轉移予客戶時，本集團將物
customers on delivery in its entirety at a 業開發活動列賬，而非按建造
single time upon vacant possession and 進度陸續轉移進行確認。
not continuously as construction
progresses.
F-275
ANNUAL REPORT 2018


（續）

(Continued)
Accounting policies (Continued) 收入 — 會計政策（續）
development activities 計處理（續）
(Continued)
Under HKFRS 15, revenue are recognised 根據香港財務報告準則第15
when or as the control of the asset is 號，收入在當資產之控制權轉
transferred to the customer. Depending 移給客戶時確認。資產之控制
on the terms of the contract and laws that 權是在一段時間內還是某一時
apply to the contract, control of the asset 點轉移，取決於合同之條款約
may transfer over time or at a point in 定與適用於合同之法律規定。
time. Control of the asset is transferred 倘本集團滿足下列條件時，資
over time if the Group’s performance: 產之控制權在一段時間內可轉
移：
• Provides all the benefits received and • 如客戶同時收到且消耗

consumed simultaneously by the 所有利益；或
customer; or
• Creates and enhances an asset that • 在本集團履約時創建和

the customer controls as the Group 增強資產並由客戶控制
performs; or 該資產；或
• Do not create an asset with an • 並未產生讓本集團有替

alternative use to the Group and the 代用途之資產，且本集
Group has an enforceable right to 團對至今已完成履約之
payment for performance completed 付款具有可強制執行之
to date. 權利。
F-276

（續）

(Continued)
development activities 計處理（續）
(Continued)
If control of the asset transfers over time, 如果資產之控制權在一段時間
revenue is recognised over the period of 內轉移，按在整個合同期間已
the contract by reference to the progress 完成履約義務之進度進行收入
towards complete satisfaction of that 確認。否則，收入於客戶獲得
performance obligation. Otherwise, 資產控制權之該時點確認。
revenue is recognised at a point in time
when the customer obtains control of the
asset.
For the year ended 31st December, 2018, 截至二零一八年十二月三十一

the Group has assessed that there is no 日止年度，本集團已評估對至
enforceable right to payment from the 今已完成履約之客戶的付款概
customers for performance completed to 無可強制執行之權利。因此，
date. Thus, the Group has concluded that 本集團總結採納香港財務報告
the adoption of HKFRS 15 did not have 準則第15號不會對收入確認的
material impact on the timing of revenue 時間產生重大影響。
recognition.
Accounting for significant 重大融資成份之會計

financing component 處理
For contracts where the period between 對於客戶支付款項與承諾物業
the payment by the customer and transfer 或服務轉移之間的期限超過一
of the promised property or service 年之合約，交易價格因包含融
exceeds one year, the transaction price 資成份的影響而進行調整（如
should be adjusted for the effects or a 重大）。本集團已評估融資組
financing component, if significant. The 成部分之影響並不重大。
Group has assessed that the financing
component effect was insignificant.
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（續）

(Continued)
Accounting for property 就物業管理業務之會
management 計處理
For property management services 對於物業管理服務合約，在有
contracts, the Group recognises revenue 權開具發票之金額與本集團至
equal to the right to invoice amount when 今對於客戶之價值直接聯繫
it corresponds directly with the value to 時，本集團按月將收入確認為
the customer of the Group’s performance 相等於有權開具發票之金額。
to date, on a monthly basis. The Group 作為實際操作適當安排，本集
has elected the practical expedient for not 團已選擇不披露該等類型合約
to disclosure the remaining performance 之剩餘履約責任。
obligations for these type of contracts.
3. BASIS OF PREPARATION 3. 編製基準
(a) Statement of compliance (a) 合規聲明

The financial statements have been prepared in 財務報表已根據所有適用香港財務
accordance with all applicable HKFRSs, which 報告準則（此統稱包括香港會計師公
collective term includes all applicable individual 會（「香港會計師公會」）頒佈的所有
Hong Kong Financial Reporting Standards, Hong 各個適用的香港財務報告準則、香
Kong Accounting Standards (“HKASs”) and 港會計準則（「香港會計準則」）及詮
Interpretations issued by the Hong Kong 釋）、香港公認之會計原則及有關財
Institute of Certified Public Accountants 務報表編製的香港公司條例（第622
(“HKICPA”), accounting principles generally 章）的規定編製。此外，財務報表載
accepted in Hong Kong and the provisions of 有香港聯合交易所有限公司證券上
the Hong Kong Companies Ordinance (Cap. 市規則（「上市規則」）規定之適用披
622), which concern the preparation of financial 露資料。
statements. In addition, the financial statements
include applicable disclosures required by the
Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (“Listing
Rules”).
F-278
3. BASIS OF PREPARATION 3. 編製基準（續）

(Continued)
(b) Basis of measurement (b) 計量基準

The consolidated financial statements have been 誠如下列會計政策所闡述，除投資
prepared under the historical cost basis except 物業、酒店物業及金融資產按其公
for investment properties, hotel properties, 平值或重估價值計量外，綜合財務
financial assets, which are measured at their fair 報表乃按歷史成本基準編製。
values or revalued amounts, as explained in the
accounting policies set out below.
(c) Functional and presentation (c) 功能及呈列貨幣

currency
The financial statements are presented in Hong 財務報表以本公司功能貨幣港元呈
Kong dollars (“HK$”), which is the same as the 列。除另有指明外，該等綜合財務
functional currency of the Company. These 報表以千港元呈列。
consolidated financial statements are presented
in thousands of units of Hong Kong dollars
(“HK$’000”), unless otherwise stated.
4. SIGNIFICANT ACCOUNTING 4. 主要會計政策
POLICIES
(a) Basis of consolidation (a) 綜合賬目基準

The consolidated financial statements for the 截至二零一八年十二月三十一日止
year ended 31st December, 2018 comprise the 年度的綜合財務報表包括本公司及
financial statements of the Company and its 其附屬公司的財務報表以及本集團
subsidiaries and the Group’s interest in 於聯營公司及合營企業的權益。
associates and joint ventures.
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ANNUAL REPORT 2018



interests
Subsidiaries are entities controlled by the 附屬公司指由本集團控制的實體。
Group. The Group controls an entity when it is 本集團透過參與其業務而享有或有
exposed to, or has rights to, variable returns 權取得其可變回報，及能夠運用對
from its involvement with the entity and has the 實體的權力影響該等回報時即控制
ability to affect those returns through its power 該實體。
over the entity.
The results of subsidiaries acquired or disposed 年內收購或出售附屬公司之業績自

of during the year are included in the 開始控制日期起或於終止控制日期
consolidated statement of profit or loss from 止，列入綜合損益表。倘本集團失
the date that control commenced or up to the 去對附屬公司之控制權，則以出售
date that control ceased. When the Group loses 該附屬公司全部權益之方式入賬，
control of a subsidiary, it is accounted for as a 而所導致之損益則於損益內確認。
disposal of the entire interest in that subsidiary, 本集團於失去控制權當日於該前附
with a resulting gain or loss being recognised in 屬公司之任何保留權益則按公平值
profit or loss. Any interest retained in that 確認，此等金額被當作於聯營公司
former subsidiary at that date when control is 或合營企業之投資或其他投資之初
lost is recognised at fair value and this amount 步確認公平值。
is regarded as the fair value on initial
recognition of investment in associates or joint
ventures or other investments.
Changes in the Group’s interest in a subsidiary 倘本集團於附屬公司之權益變動不

that do not result in a loss of control are 會導致失去控制權，則將該等變動
accounted for as equity transactions. The 計入權益交易。本集團的權益及非
carrying amounts of the Group’s interest and 控股權益的賬面金額，乃予以調整
the non-controlling interest are adjusted to 以反映彼等於附屬公司相關權益的
reflect the changes in their relative interests in 變動。非控股權益數額的調整額與
the subsidiaries. Any difference between the 已付或已收代價公平值之間的差
amount by which the non-controlling interest is 額，乃於本公司擁有人應佔權益直
adjusted and the fair value of the consideration 接確認。
paid or received is recognised directly in equity
and attributed to owners of the Company.
F-280


Where necessary, adjustments are made to the 如有需要，附屬公司之財務報表將
financial statements of subsidiaries to bring 會作出調整，使其會計政策與本集
their accounting policies in line with those used 團所採用者一致。
by the Group.
Inter-company transactions and balances 集團公司之間內部公司交易及結餘

between group companies together with 以及未實現之溢利已於編製綜合財
unrealised profits are eliminated in full in 務報表時悉數對銷。未實現虧損亦
preparing the consolidated financial statements. 做對銷，除非是項交易有資產轉移
Unrealised losses are also eliminated unless the 減值證據，亦在損益中確認虧損。
transaction provides evidence of impairment on
the asset transferred, in which case the loss is
Non-controlling interests represent the equity or 非控股權益指並非直接或間接歸屬

deficiency in a subsidiary not attributable 於本公司之附屬公司權益或虧損，
directly or indirectly to the Company, and in 並且本集團不會與該等權益之持有
respect of which the Group has not agreed any 人達成任何會導致本集團整體對該
additional terms with the holders of those 等權益產生符合金融負債定義之合
interests which would result in the Group as a 約責任之附加條款。就每宗業務合
whole having a contractual obligation in respect 併而言，本集團可選擇以公平值或
of those interests that meets the definition of a 非控股權益佔附屬公司可識別資產
financial liability. For each business 淨值之比例計量任何非控股權益。
combination, the Group can elect to measure
any non-controlling interests either at fair value
or at the non-controlling interests’
proportionate share of the subsidiary’s net
identifiable assets.
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ANNUAL REPORT 2018



Non-controlling interests are presented in the 非控股權益與本公司權益股東應佔
consolidated statement of financial position 權益分開處理，呈列於綜合財務狀
within equity, separately from equity 況表內權益項下。本集團業績內之
attributable to the equity shareholders of the 非控股權益則作為在本公司非控股
Company. Non-controlling interests in the 權益與權益股東之間分配之年內溢
results of the Group are presented on the face 利或虧損總額及全面收益總額，於
of the consolidated statement of profit or loss 綜合損益表及綜合全面收益表內呈
and the consolidated statement of 列。非控股權益持有人之貸款及向
comprehensive income as an allocation of the 該等持有人承擔之其他合約責任於
total profit or loss and total comprehensive 綜合財務狀況表呈列為金融負債。
income for the year between non-controlling
interests and the equity shareholders of the
Company. Loans from holders of non-
controlling interests and other contractual
obligations towards these holders are
presented as financial liabilities in the
consolidated statement of financial position.
In the Company’s statement of financial 在本公司之財務狀況表內，附屬公

position, interests in subsidiaries are stated at 司權益乃按成本值減去減值虧損（如
cost less impairment loss, if any. 有）列賬。
F-282

(c) Associates and joint ventures (c) 聯營公司及合營企業

An associate is an entity in which the Group 聯營公司指本集團對其管理層擁有
has significant influence, but not control or joint 重大影響力之實體，包括參與財務
control, over its management, including 及營運決策，惟不是控制或聯合控
participation in the financial and operating 制其管理層。
policy decisions.
A joint venture is an arrangement whereby the 合營企業指一項本集團及其他訂約

Group and other parties contractually agree to 方合約協定共享其控制權及有權享
share control of the arrangement, and have 有其資產淨值的安排。
rights to the net assets of the arrangement.
An investment in an associate or a joint venture 於聯營公司或合營企業之投資按權

is accounted for in the consolidated financial 益法列入綜合財務報表，如將該投
statements under the equity method, unless it is 資分類為持作出售（或計入分類為持
classified as held for sale (or included in a 作出售之出售組別），則另作別論。
disposal group that is classified as held for 根據權益法，投資初步按成本入
sale). Under the equity method, the investment 賬，並按本集團分佔被投資者可識
is initially recorded at cost, adjusted for any 別資產淨值於收購日期之公平值超
excess of the Group’s share of the acquisition- 逾投資成本之部分作調整（如有）。
date fair values of the investee’s identifiable net 其後，該投資按本集團於被投資公
assets over the cost of the investment (if any). 司資產淨值及任何與投資相關之任
Thereafter, the investment is adjusted for the 何減值虧損中所佔之收購後變動作
post-acquisition change in the Group’s share of 出調整。收購日期之公平值超逾成
the investee’s net assets and any impairment 本之任何部分、本集團分佔被投資
loss relating to the investment. Any acquisition- 公司收購後及除稅後業績以及年內
date fair value excess over cost, the Group’s 任何減值虧損，會於綜合損益表確
share of the post-acquisition, post-tax results of 認，惟本集團分佔被投資公司其他
the investees and any impairment losses for the 全面收益之收購後及除稅後項目則
year are recognised in the consolidated 於綜合全面收益表確認。
statement of profit or loss, whereas the Group’s
share of the post-acquisition post-tax items of
the investees’ other comprehensive income is
recognised in the consolidated statement of
comprehensive income.
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ANNUAL REPORT 2018



(Continued)
When the Group’s share of losses exceeds its 如本集團對聯營公司或合營企業虧
interest in the associate or the joint venture, 損之承擔額超出本集團於該聯營公
the Group’s interest is reduced to nil and 司或合營企業之權益，本集團之權
recognition of further losses is discontinued. For 益將會減至零，並且不再確認其他
this purpose, the Group’s interest in the 虧損。因此，本集團於聯營公司或
associate or the joint venture is the carrying 合營企業之權益是按權益法計算之
amount of the investment under the equity 投資賬面值及本集團之長期權益，
method together with the Group’s long-term 等同本集團實質上於聯營公司或合
interests that in substance form part of the 營企業之淨投資之一部分。
Group’s net investment in the associate or the
joint venture.
Unrealised profits and losses resulting from 本集團與其聯營公司及合營企業進

transactions between the Group and its 行交易而產生之未變現溢利及虧損
associates and joint venture are eliminated to 以本集團於被投資公司之權益為限
the extent of the Group’s interest in the 進行撇銷，惟倘未變現虧損顯示所
investee, except where unrealised losses 轉讓資產已出現減值，則即時於損
provide evidence of an impairment of the asset 益確認。
transferred, in which case they are recognised
immediately in profit or loss.
When the Group ceases to have significant 如本集團失去對聯營公司之重大影

influence over an associate or joint control over 響力或失去於合營企業之共同控制
a joint venture, it is accounted for as a disposal 權，將被列作出售於該被投資公司
of the entire interest in that investee, with a 之全部權益，所導致之收益或虧損
resulting gain or loss being recognised in profit 於損益確認。於失去重大影響力或
or loss. Any interest retained in that former 失去共同控制權當日，任何於該前
investee at the date when significant influence 被投資公司之保留權益按公平值確
or joint control is lost is recognised at fair value 認，該金額被視為一項金融資產作
and this amount is regarded as the fair value on 初步確認時之公平值。
initial recognition of a financial asset.
F-284

(d) Investment properties (d) 投資物業

Investment properties are properties held to 投資物業乃持有以賺取租金及╱或
earn rental income and/or for capital 作資本增值用途之物業。該等物業
appreciation. These include properties that are 包括日後將用作投資物業之在建及
being constructed or developed for future use 發展中物業。
as investment properties.
On initial recognition, investment properties are 於初步確認時，投資物業按成本計

measured at cost, including any directly 量，而成本包括任何直接應佔支
attributable expenditure. Subsequent to initial 出。於初步確認後，投資物業採用
recognition, investment properties are 公平值模式按公平值計量。投資物
measured at their fair values using the fair value 業之公平值變動所產生之收益或虧
model. Any gain or loss arising from a change 損於損益確認。
in fair value of an investment property is
An investment property is derecognised upon 投資物業出售後或永久不再使用或

disposal or when the investment property is 預期出售投資物業不會產生未來經
permanently withdrawn from use or no future 濟利益時，投資物業終止確認。終
economic benefits are expected from its 止確認資產時所產生之任何收益或
disposals. Any gain or loss arising on 虧損（按該資產之出售所得款項淨額
derecognition of the asset (calculated as the 與賬面值之間之差額計算）於該資產
difference between the net disposal proceeds 終止確認之年度於損益確認。
and the carrying amount of the asset) is
recognised in profit or loss in the year in which
the asset is derecognised.
F-285
ANNUAL REPORT 2018


(e) Property, plant and equipment (e) 物業、廠房及設備

Property, plant and equipment including 除酒店物業及在建工程外，物業、
buildings and leasehold land held for use in the 廠房及設備（包括持作生產或提供產
production or supply of goods or services, or 品或服務用途或作行政用途之樓宇
for administrative purposes, other than hotel 及租賃土地）按成本減其後累計折舊
properties and construction in progress, are 及任何累計減值虧損入賬。
stated at cost less subsequent accumulated
depreciation and any accumulated impairment
losses.
Advantage has been taken of the transitional 本集團於一九九五年九月三十日前

relief provided by paragraph 80A of HKAS 16 按重估金額將樓宇列賬，由於香港
“Property, Plant and Equipment” from the 會計準則第16號「物業、廠房及設
requirement to make regular revaluations of the 備」第80A段就定期重估樓宇之規定
Group’s buildings which had been carried at 作過渡性寬免，故無再重估該等土
revalued amounts prior to 30th September, 地及樓宇。於一九九五年九月三十
1995, and accordingly no further revaluation of 日前，重估該等資產產生之重估增
land and buildings is carried out. Prior to 30th 值列入重估儲備。該等資產價值日
September, 1995, the revaluation increase 後如有減少，而減幅多於過往重估
arising on the revaluation of these assets was 該資產的相關資產重估儲備結餘（如
credited to the revaluation reserve. Any future 有），則有關減值會列作開支處理。
decreases in value of these assets will be dealt 重估資產其後出售或報廢時，相應
with as an expense to the extent that they 之重估盈餘轉入累計溢利。
exceed the balance, if any, on the revaluation
reserve relating to a previous revaluation of the
same asset. On the subsequent sale or
retirement of a revalued asset, the
corresponding revaluation surplus is transferred
to accumulated profits.
Hotel properties are stated in the consolidated 酒店物業按重估金額（即於重估當日

statement of financial position at their revalued 之公平值減任何其後之累計折舊及
amounts, being their fair value at the date of 累計減值虧損）於綜合財務狀況表入
the revaluation less any subsequent 賬。
accumulated depreciation and accumulated
impairment losses.
Revaluations are performed with sufficient 重估會定期進行，以確保該等資產

regularity to ensure that the carrying amount of 賬面值不會在報告期末以公平值釐
these assets does not differ materially from that 定者有重大差異。
which would be determined using fair values at
the end of the reporting period.
F-286


(Continued)
Any revaluation increase arising on the 重估酒店物業產生之任何重估增值
revaluation of hotel properties is generally dealt 一般於其他全面收益中處理，並累
with in other comprehensive income and 計為股本之獨立部分（即酒店物業重
accumulated as a separate component of equity 估儲備），除非該增值撥回同一資產
(hotel properties revaluation reserve), except to 過往確認為一項開支之重估減值，
the extent that it reverses a revaluation 則有關增值將計入損益，惟只以過
decrease of the same asset previously 往扣除之減值為限。倘重估有關樓
recognised as an expense, in which case the 宇產生之賬面淨值減值超出過往重
increase is credited to profit or loss to the 估該資產之有關酒店物業重估儲備
extent of the decrease previously charged. A 結餘（如有），則有關減值列作開支
decrease in net carrying amount arising on the 處理。
revaluation of such buildings is dealt with as an
expense to the extent that it exceeds the
balance, if any, held on the hotel properties
revaluation reserve relating to a previous
revaluation of that asset.
Depreciation on revalued hotel properties is 經重估酒店物業之折舊會於損益扣

charged to profit or loss. On the subsequent 除。經重估酒店物業其後出售或報
sale or retirement of a revalued hotel property, 廢時，酒店物業重估儲備餘下之應
the attributable revaluation surplus remaining in 佔重估盈餘會直接轉撥至累計溢利。
the hotel properties revaluation reserve is
transferred directly to accumulated profits.
Depreciation is calculated to write off the cost 物業、廠房及設備項目（在建工程除

or valuation of items of property, plant and 外）折舊按估計可使用年期，在扣除
equipment, other than construction in progress, 其估計剩餘價值（如有）後，以直線
less their estimated residual value, if any, using 法撇銷其成本或估值計算。
the straight line method over their estimated
useful lives.
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ANNUAL REPORT 2018



(Continued)
Construction in progress represents property, 在建工程意指正在建造以供生產或
plant and equipment in the course of 自用之物業、廠房及設備。在建工
construction for production or for its own use 程乃按成本減任何已確認減值虧損
purposes. Construction in progress is carried at 入賬。在建工程完成及可供擬定用
cost less any recognised impairment loss. 途時，則撥入物業、廠房及設備之
Construction in progress is classified to the 適當分類。該等資產以其他物業資
appropriate category of property, plant and 產之相同基準，於資產可供擬定用
equipment when completed and ready for 途時開始計算折舊。
intended use. Depreciation of these assets, on
the same basis as other property assets,
commences when the assets are ready for their
intended use.
An item of property, plant and equipment is 物業、廠房及設備項目於出售時或

derecognised upon disposal or when no future 當繼續使用該資產預期不會產生未
economic benefits are expected to arise from 來經濟利益時終止確認。因資產終
the continued use of the asset. Any gain or loss 止確認產生之任何收益或虧損（按該
arising on derecognition of the asset (calculated 項目之出售所得款項淨額與賬面值
as the difference between the net disposal 之間之差額計算），於該項目終止確
proceeds and the carrying amount of the item) 認之年度於損益表確認。
is recognised in profit or loss in the year in
which the item is derecognised.
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(f) Leasing (f) 租約

Leases are classified as finance leases whenever 倘租約條款將擁有權之絕大部分風
the terms of the lease transfer substantially all 險及回報轉歸承租人所有，有關租
the risks and rewards of ownership to the 約列作融資租約。所有其他租約列
lessee. All other leases are classified as 作經營租約。
operating leases.
The Group as lessor 本集團作為出租人

Rental income from operating leases is 來自經營租約之租金收入按直線法
recognised in the consolidated statement of 於有關租約年期在綜合損益表確認。
profit or loss on a straight-line basis over the
term of the relevant lease.
The Group as lessee 本集團作為承租人

Rentals payable under operating leases are 根據經營租約應付之租金按直線法
charged to profit or loss using a straight-line 於有關租約年期計入損益。訂立經
basis over the term of the relevant lease. 營租約時作為獎勵之已收及應收利
Benefits received and receivable as an incentive 益，按直線法於租約年期於損益確
to enter into an operating lease are recognised 認為租金開支減少。
in profit or loss as a reduction of rental
expense over the lease term using a straight-
line basis.
Leasehold land and building 租賃土地及樓宇

The land and building elements of a lease of 租賃土地及樓宇之土地及樓宇成份
land and building are considered separately for 會視乎租賃類別作個別考慮，除非
the purpose of lease classification, unless the 有關租賃款項未能可靠地分配為土
lease payments cannot be allocated reliably 地或樓宇部分，在此情況下則一概
between the land and building elements, in 視為融資租賃並入賬列作物業、廠
which case, the entire lease is generally treated 房及設備。
as a finance lease and account for as property,
plant and equipment.
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(g) Properties under development (g) 發展中物業

Properties under development developed for 為日後於日常業務中出售而發展之
future sale in the ordinary course of business 發展中物業乃以成本值及可變現淨
are included in current assets at the lower of 值兩者中之較低者計入流動資產。
cost and net realisable value. It comprises the 其包括物業開發所直接應佔之發展
consideration for development expenditure 開支之代價（包括土地使用權成本、
(which includes cost of land use rights, 建築成本及資本化之利息）。
construction costs and capitalised interest)
directly contributable to the development of the
properties.
(h) Properties held for sale (h) 持作出售物業

Properties held for sale are stated at the lower 持作出售物業乃以成本值及可變現
of cost and net realisable value. 淨值兩者中之較低者列賬。
(i) Other inventories (i) 其他存貨

Other inventories are stated at the lower of cost 其他存貨按成本值與可變現淨值兩
and net realisable value. Cost is calculated 者中之較低者入賬。成本使用加權
using the weighted average method. 平均法計算。
F-290

(j) Construction contracts (accounting (j) 建造合約（截至二零一七年

policies applied until 31st 十二月三十一日應用的會
December, 2017) 計政策）
Construction contracts are contracts specifically 建造合約指為建造一項或一組資產
negotiated with a customer for the construction 與客戶特定洽商達成的合約，客戶
of an asset or a group of assets, where the 可以指定設計的主要結構要素。合
customer is able to specify the major structural 約收入的會計政策載於「收入確
elements of the design. The accounting policy 認」。倘能夠可靠估計建造合約之結
for contract revenue is set out under “Revenue 果時，建造合約之成本會參考於報
Recognition”. Where the outcome of a 告期末合約活動完工階段，依照：
construction contract can be estimated reliably, (a)直至當日產生之工程合約成本佔
contract costs are recognised by reference to 估計合約總成本之比例；或(b)獨立
the stage of completion of the contract activity 工程師參考合約工程實際完工比例
at the end of the reporting period, as measured 計算而認可之工程數額計量。合約
by (a) the proportion that contract costs 工程之修訂、索償及獎金按與客戶
incurred for work performed to date to the 所協定之數額計算在內。倘合約總
estimated total contract costs or (b) the amount 成本可能超出合約總收入，預期虧
of work certified by independent engineer with 損則即時確認為開支。倘未能可靠
reference to the completion of physical 估計建造合約之結果，合約成本於
proportion of contract work. Variations in 發生該等成本之期間確認為開支。
contract work, claims and incentive payments
are included to the extent that they have been
agreed with the customer. When it is probable
that total contract costs will exceed total
contract revenue, the expected loss is
recognised as an expense immediately. Where
the outcome of a construction contract cannot
be estimated reliably, contract costs are
recognised as expenses in the period in which
they are incurred.
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ANNUAL REPORT 2018


(j) Construction contracts (accounting (j) 建造合約（截至二零一七年

December, 2017) (Continued) 計政策）
（續）
Construction contracts in progress at the end of 於各報告期間結束時尚在進行中的
the reporting period are recorded at the net 建造合約，乃按已產生的成本加上
amount of costs incurred plus recognised profit 已確認的溢利，再減去已確認的虧
less recognised losses and progress billings, and 損及進度款項後的淨額列賬，並呈
are presented in the statement of financial 列於財務狀況表作為「應收客戶的合
position as the “Gross amount due from 約工程總額」
（作為資產）或「應付客
customers for contract work” (as an asset) or 戶的合約工程總額」（作為負債）
（倘
the “Gross amount due to customers for 適用）。客戶尚未支付的進度款項乃
contract work” (as a liability), as applicable. 計入「應收貿易及其他賬款」內。於
Progress billings not yet paid by the customer 相關工程進行前所收取的金額乃計
are included under “Trade and other 入「貿易及其他應付款項」下的「預收
receivables”. Amounts received before the 款項」內。
related work is performed are presented as
“Advances received” under “Trade and other
payables”.
(k) Cash and cash equivalents (k) 現金及等同現金

Cash and cash equivalents comprise cash at 現金及等同現金包括銀行及手頭現
bank and on hand, demand deposits held at call 金、存放於銀行及其他金融機構之
with banks and other financial institutions, and 通知存款，以及可隨時兌換成可知
short-term, highly liquid investments that are 數額之現金，並承受極低價值變動
readily convertible into known amounts of cash 風險及於購入時三個月內到期之短
and which are subject to an insignificant risk of 期高流通性投資。就綜合現金流量
changes in value, having been within three 表而言，現金及等同現金亦包括須
months of maturity at acquisition. Bank 於接獲通知時償還並構成本集團現
overdrafts that are repayable on demand and 金管理一部分之銀行透支。
form an integral part of the Group’s cash
management are also included as a component
of cash and cash equivalents for the purpose of
the consolidation statement of cash flows.
F-292

(l) Financial instruments (l) 金融工具

Financial instruments (accounting 金融工具（自二零一八年一
policies applied from 1st January, 月一日起應用的會計政策）
2018)
(i) Financial assets (i) 金融資產
A financial asset (unless it is a trade 金融資產（並無重大融資成份
receivable without a significant financing 的應收貿易賬款除外）初步按
component) is initially measured at fair 公平值加上（倘屬並非按公平
value plus, for an item not at fair value 值計入損益的項目）收購或發
through profit or loss (“FVPL”), transaction 行直接應佔的交易成本計量。
costs that are directly attributable to its 並無重大融資成份的應收貿易
acquisition or issue. A trade receivable 賬款初步按交易價格計量。
without a significant financing component
is initially measured at the transaction
price.
All regular way purchases and sales of 所有按常規方式購買和出售的

financial assets are recognised on the 金融資產於交易日（即本集團
trade date, that is, the date that the 承諾購買或銷售該資產之日）
Group commits to purchase or sell the 確認。按常規方式購買或出售
asset. Regular way purchases or sales are 指購買或出售須在一般按市場
purchases or sales of financial assets that 規則或慣例確定的期間內交付
require delivery of assets within the period 的金融資產。
generally established by regulation or
convention in the market place.

derivatives are considered in their entirely 本金及利息時會全面考慮附帶
interest.
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ANNUAL REPORT 2018



2018) (Continued) （續）
Amortised cost: Assets that are held for 攤銷成本：倘為收取合約現金

collection of contractual cash flows where 流量而持有的資產之現金流量
those cash flows represent solely 僅為本金及利息付款，則該等
payments of principal and interest are 資產按攤銷成本計量。按攤銷
measured at amortised cost. Financial 成本計量的金融資產其後採用
assets at amortised cost are subsequently 實際利率法計量。利息收入、
measured using the effective interest rate 外匯收益及虧損和減值於損益
method. Interest income, foreign 內確認。終止確認產生之任何
exchange gains and losses and 收益於損益中確認。
impairment are recognised in profit or
loss. Any gain on derecognition is
F-294


Fair value through other comprehensive 按公平值計入其他全面收入：
income (“FVOCI”): Assets that are held for 倘為收取合約現金流量及出售
collection of contractual cash flows and for 金融資產而持有的資產之現金
selling the financial assets, where the 流量僅為本金及利息付款，則
assets’ cash flows represent solely 該等資產按公平值計入其他全
payments of principal and interest, are 面收入計量。按公平值計入其
measured at FVOCI. Debt investments at 他全面收入的債務工具其後按
FVOCI are subsequently measured at fair 公平值計量。採用實際利率法
value. Interest income calculated using the 計算的利息收入、外匯收益及
effective interest rate method, foreign 虧損和減值於損益內確認。其
exchange gains and losses and 他收益及虧損淨額於其他全面
impairment are recognised in profit or 收入確認。終止確認時，於其
loss. Other net gains and losses are 他全面收入累計之收益及虧損
recognised in OCI. On derecognition, 重新分類至損益。
gains and losses accumulated in OCI are
reclassified to profit or loss.
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ANNUAL REPORT 2018



Fair value through profit or loss (“FVPL”): 按公平值計入損益：按公平值
Financial assets at FVPL include financial 計入損益的金融資產包括持作
assets held for trading, financial assets 買賣的金融資產，於初步確認
designated upon initial recognition at 時指定按公平值計入損益的金
FVPL, or financial assets mandatorily 融資產，或強制要求按公平值
required to be measured at fair value. 計量的金融資產。倘為於近期
Financial assets are classified as held for 出售或購回而收購金融資產，
trading if they are acquired for the 則該等金融資產分類為持作買
purpose of selling or repurchasing in the 賣。衍生工具（包括獨立嵌入
near term. Derivatives, including 式衍生工具）亦分類為持作買
separated embedded derivatives, are also 賣，惟該等衍生工具被指定為
classified as held for trading unless they 有效對沖工具則除外。現金流
are designated as effective hedging 量並非純粹支付本金及利息的
instruments. Financial assets with cash 金融資產，不論其業務模式如
flows that are not solely payments of 何，均按公平值計入損益分類
principal and interest are classified and 及計量。儘管如上文所述債務
measured at FVPL, irrespective of the 工具可按攤銷成本或按公平值
business model. Notwithstanding the 計入其他全面收入分類，但於
criteria for debt instruments to be 初步確認時，倘能夠消除或顯
classified at amortised cost or at FVOCI, 著減少會計錯配，則債務工具
as described above, debt instruments may 可指定為按公平值計入損益。
be designated at FVPL on initial
recognition if doing so eliminates, or
significantly reduces, an accounting
mismatch.
F-296


Equity instruments 股本工具
On initial recognition of an equity 於初步確認並非持作買賣用途
investment that is not held for trading, the 的股本投資時，本集團可以不
Group could irrevocably elect to present 可撤回地選擇於其他全面收入
subsequent changes in the investment’s 呈列投資公平值的後續變動。
fair value in OCI. This election is made on 該選擇乃按投資逐項作出。按
an investment-by-investment basis. Equity 公平值計入其他全面收入的股
investments at FVOCI are measured at fair 本投資按公平值計量，股息收
value. Dividend income are recognised in 入於損益內確認，除非股息收
profit or loss unless the dividend income 入明確表示收回部分投資成
clearly represents a recovery of part of the 本。其他收益及虧損淨額於其
cost of the investments. Other net gains 他全面收入確認且不會重新分
and losses are recognised in OCI and are 類至損益。所有其他股本工具
not reclassified to profit or loss. All other 分類為按公平值計入損益，公
equity instruments are classified as FVPL, 平值、股息及利息收入變動於
whereby changes in fair value, dividends 損益內確認。
and interest income are recognised in
profit or loss.
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ANNUAL REPORT 2018



assets
The Group recognises loss allowances for 本集團就應收貿易賬款、合約
expected credit loss (“ECL”) on trade 資產、按攤銷成本計量之金融
receivables, contract assets, financial 資產及按公平值計入其他全面
assets measured at amortised cost and 收入之債務投資的預期信貸虧
debt investments measured at FVOCI. The 損（「預期信貸虧損」）確認虧損
ECLs are measured on either of the 撥備。預期信貸虧損按以下其
following bases: (1) 12 months ECLs: these 中一項基準計量：(1) 12個月
are the ECLs that result from possible 的預期信貸虧損：其為於報告
default events within the 12 months after 日期後12個月內發生的潛在違
the reporting date: and (2) lifetime ECLs: 約事件導致的預期信貸虧損；
these are ECLs that result from all 及(2)年期內預期信貸虧損：此
possible default events over the expected 乃於金融工具預計年期內所有
life of a financial instrument. The 潛在違約事件導致的預期信貸
maximum period considered when 虧損。估計預期信貸虧損時所
estimating ECLs is the maximum 考慮的最長期間為本集團面對
contractual period over which the Group is 信貸風險的最長合約期間。
exposed to credit risk.
ECLs are a probability-weighted estimate 預期信貸虧損為信貸虧損的概

of credit losses. Credit losses are 率加權估計。信貸虧損乃按本
measured as the difference between all 集團根據合約應收的所有合約
contractual cash flows that are due to the 現金流量與本集團預期收取的
Group in accordance with the contract and 所有現金流量之間的差額計
all the cash flows that the Group expects 量。該差額其後按貼近資產原
to receive. The shortfall is then 有實際利率貼現。
discounted at an approximation to the
assets’ original effective interest rate.
F-298


The Group has elected to measure loss 本集團已選用香港財務報告準
allowances for trade receivables and 則第9號簡化法以計量應收貿
contract assets using HKFRS 9 simplified 易賬款及合約資產的虧損撥
approach and has calculated ECLs based 備，並已根據年期內預期信貸
on lifetime ECLs. The Group has 虧損計算預期信貸虧損。本集
established a provision matrix that is 團已設立根據本集團過往信貸
based on the Group’s historical credit loss 虧損經驗計算的撥備矩陣，並
experience, adjusted for forward-looking 按債務人特定的前瞻性因素及
factors specific to the debtors and the 經濟環境予以調整。
economic environment.
For other debt financial assets, the ECLs 其他債務金融資產按12個月的

are based on the 12-months ECLs. 預期信貸虧損計算預期信貸虧
However, when there has been a 損。然而，倘信貸風險由最初
significant increase in credit risk since 起大幅增加，則基於預期信貸
origination, the allowance will be based 虧損的年期計提撥備。
on the lifetime ECLs.
When determining whether the credit risk 當釐定金融資產之信貸風險自

of a financial asset has increased 初步確認後有否大幅增加及於
significantly since initial recognition and 估計預期信貸虧損時，本集團
when estimating ECL, the Group considers 會考慮相關及無須付出過多成
reasonable and supportable information 本或努力即可獲得之合理及可
that is relevant and available without 靠資料。此包括根據本集團之
undue cost or effort. This includes both 過往經驗及已知信貸評估得出
quantitative and qualitative information 之量化及質化資料分析，並包
analysis, based on the Group’s historical 括前瞻性資料。
experience and informed credit
assessment and including forward-looking
information.
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The Group assumes that the credit risk on 本集團假設，倘金融資產逾期
a financial asset has increased significantly 超過30日，其信貸風險會大幅
if it is more than 30 days past due. 增加。
The Group considers a financial asset to 本集團認為金融資產於下列情

be credit-impaired when: (1) the borrower 況下為信貸減值：(1)借款人不
is unlikely to pay its credit obligations to 大可能在本集團無追索權採取
the Group in full, without recourse by the 行動（例如變現抵押）
（如持有）
Group to actions such as realising security 的情況下向本集團悉數支付其
(if any is held); or (2) the financial asset is 信貸義務；或(2)該金融資產逾
more than 90 days past due. 期超過90日。
Interest income on credit-impaired 信貸減值金融資產的利息收入

financial assets is calculated based on the 按金融資產的攤銷成本（即總
amortised cost (i.e. the gross carrying 賬面值減虧損撥備）計算。非
amount less loss allowance) of the 信貸減值金融資產的利息收入
financial asset. For non credit-impaired 按總賬面值計算。
financial assets interest income is
calculated based on the gross carrying
amount.
(iii) Financial liabilities (iii) 金融負債

The Group classifies its financial liabilities, 本集團視乎負債產生的目的將
depending on the purpose for which the 其金融負債分類。按公平值計
liabilities were incurred. Financial liabilities 入損益的金融負債初步以公平
at FVPL are initially measured at fair value 值計量及按攤銷成本計量的金
and financial liabilities at amortised costs 融負債初步以公平值扣除所產
are initially measured at fair value, net of 生的直接應佔成本計量。
directly attributable costs incurred.
F-300


Financial liabilities at FVPL include 金融負債
financial liabilities held for trading and 按公平值計入損益的金融負債
financial liabilities designated upon initial 包括持作買賣的金融負債及初
recognition as at FVPL. 步確認時指定按公平值計入損
益的金融負債。
Financial liabilities are classified as held 倘為於近期出售而收購金融負

for trading if they are acquired for the 債，則該等金融負債分類為持
purpose of sale in the near term. 作買賣。衍生工具（包括獨立
Derivatives, including separated 嵌入式衍生工具）亦分類為持
embedded derivatives, are also classified 作買賣，惟該等衍生工具被指
as held for trading unless they are 定為有效對沖工具則除外。持
designated as effective hedging 作買賣的負債收益或虧損於損
instruments. Gains or losses on liabilities 益確認。
held for trading are recognised in profit or
loss.
Where a contract contains one or more 倘合約含有一項或以上嵌入式

embedded derivatives, the entire hybrid 衍生工具，則整份組合合約可
contract may be designated as a financial 指定為按公平值計入損益之金
liability at FVPL, except where the 融負債，惟倘嵌入式衍生工具
embedded derivative does not 不會令現金流量有重大變動或
significantly modify the cash flows or it is 明確禁止單獨處理嵌入式衍生
clear that separation of the embedded 工具則除外。
derivative is prohibited.
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ANNUAL REPORT 2018



(Continued) 金融負債（續）
Financial liabilities may be designated 符合以下條件之金融負債可於
upon initial recognition as at FVPL if the 初步確認時指定為按公平值計
following criteria are met: (i) the 入損益：(i)指定將消除或顯著
designation eliminates or significantly 減少因按不同基準計量負債或
reduces the inconsistent treatment that 確認收益或虧損而造成的處理
would otherwise arise from measuring the 方法不一致情況；(ii)據明文訂
liabilities or recognising gains or losses on 立之風險管理策略，該等負債
them on a different basis; (ii) the liabilities 為一組受管理而其表現乃按公
are part of a group of financial liabilities 平值評估之金融負債之一部
which are managed and their performance 分；或(iii)有關金融負債包含需
evaluated on a fair value basis, in 要獨立入賬之嵌入式衍生工
accordance with a documented risk 具。
management strategy; or (iii) the financial
liability contains an embedded derivative
that would need to be separately
recorded.
Subsequent to initial recognition, financial 於初步確認後，按公平值計入

liabilities at FVPL are measured at fair 損益之金融負債乃按公平值計
value, with changes in fair value 量，公平值變動於發生期間內
recognised in profit or loss in the period 於損益確認，惟本集團本身的
in which they arise, except for the gains 信貸風險所產生的收益及虧損
and losses arising from the Group’s own 於其他全面收入呈列，其後不
credit risk which are presented in OCI 會重新分類至損益表。於損益
with no subsequent reclassification to the 表確認的公平值收益或虧損淨
statement of profit or loss. The net fair 額並無包括就該等金融負債收
value gain or loss recognised in the 取的任何利息。
statement of profit or loss does not
include any interest charged on these
financial liabilities.
F-302


Financial liabilities at amortised 按攤銷成本計量之金
cost 融負債
Financial liabilities at amortised cost 按攤銷成本計量之金融負債
including trade and other payables, （包括應付貿易及其他賬款、
borrowings, certain preference shares and 借貸、若干優先股及本集團發
the debt element of convertible loan note 行之可換股貸款票據之債務部
issued by the Group are subsequently 分）其後採用實際利率法按攤
measured at amortised cost, using the 銷成本計量。有關利息開支於
effective interest method. The related 損益內確認。
interest expense is recognised in profit or
loss.
Gains or losses are recognised in profit or 當負債終止確認以及在攤銷過

loss when the liabilities are derecognised 程中，收益或虧損於損益內確
as well as through the amortisation 認。
process.
(iv) Effective interest method (iv) 實際利率法

The effective interest method is a method 實際利率法乃計算金融資產或
of calculating the amortised cost of a 金融負債之攤銷成本及按有關
financial asset or financial liability and of 期間攤分利息收入之方法。實
allocating interest income or interest 際利率乃將估計日後現金收入
expense over the relevant period. The 或支付款項按金融資產或負債
effective interest rate is the rate that 之預計年期（或適用之較短期
exactly discounts estimated future cash 間）準確折現之比率。
receipts or payments through the
expected life of the financial asset or
liability, or where appropriate, a shorter
period.
F-303
ANNUAL REPORT 2018



(v) Equity instruments (v) 股本工具
Equity instruments issued by the Company 本公司發行之股本工具乃按已
are recorded at the proceeds received, 收所得款項（扣除直接發行成
net of direct issue costs. 本）列賬。
The Hong Kong Companies Ordinance, 香港法例第622章香港公司條

Cap. 622, came into operation on 3rd 例於二零一四年三月三日生
March, 2014. Under the Ordinance shares 效。根據該條例，本公司之股
of the Company do not have a nominal 份並無面值。於二零一四年三
value. Consideration received or 月三日或之後發行股份之已收
receivable for the issue of shares on or 或應收代價計入股本。根據該
after 3rd March, 2014 is credited to share 條例第148及149條，佣金及開
capital. Commissions and expenses are 支獲准自股本扣減。
allowed to be deducted from share capital
u n d e r S . 148 a n d S . 149 o f t h e
Ordinance.
(vi) Derecognition (vi) 終止確認

The Group derecognises a financial asset 本集團在金融資產相關之未來
when the contractual rights to the future 現金流量之合約權利到期或金
cash flows in relation to the financial asset 融資產已轉讓及有關轉讓根據
expire or when the financial asset has 香港財務報告準則第9號符合
been transferred and the transfer meets 終止確認標準時，終止確認金
the criteria for derecognition in 融資產。
accordance with HKFRS 9.
Financial liabilities are derecognised when 金融負債於有關合約列明之責

the obligation specified in the relevant 任解除、註銷或屆滿時終止確
contract is discharged, cancelled or 認。
expires.
F-304


(vi) Derecognition (Continued) (vi) 終止確認（續）
Where the Group issues its own equity 倘由於重新磋商金融負債之條
instruments to a creditor to settle a 款，本集團向債權人發行其自
financial liability in whole or in part as a 身股本工具以支付全部或部分
result of renegotiating the terms of that 之金融負債，則已發行之股本
liability, the equity instruments issued are 工具為已付代價並於抵銷金融
the consideration paid and are recognised 負債或其部分之日按彼等之公
initially and measured at their fair value 平值初步確認及計量。倘已發
on the date the financial liability or part 行股本工具之公平值不能可靠
thereof is extinguished. If the fair value of 計量，則股本工具將計量以反
the equity instruments issued cannot be 映所抵銷金融負債之公平值。
reliably measured, the equity instruments 所抵銷金融負債或其部分之賬
are measured to reflect the fair value of 面值與已付代價之差額於本年
the financial liability extinguished. The 度損益中確認。
difference between the carrying amount of
the financial liability or part thereof
extinguished and the consideration paid is
recognised in profit or loss for the year.
Financial instruments (accounting 金融工具（截至二零一七年

December, 2017) 計政策）
The Group has applied HKFRS 9 本集團已追溯應用香港財務報告準
retrospectively, but has elected not to restate 則第9號，但選擇不重列比較資料。
comparative information. Accordingly, the 因此，所提供的比較財務資料繼續
comparative financial information provided 根據本集團先前的會計政策入賬。
continues to be accounted for in accordance
with the Group’s previous accounting policy.
F-305
ANNUAL REPORT 2018


(l) Financial instruments (Continued (l) 金融工具（續）

（續）
Financial assets and financial liabilities are 如集團實體訂立金融工具之合約條
recognised on the consolidated statement of 文，金融資產及金融負債均於綜合
financial position when a group entity becomes 財務狀況表內確認。金融資產及金
a party to the contractual provisions of the 融負債初步按公平值計量。收購或
instrument. Financial assets and financial 發行金融資產及金融負債（按公平值
liabilities are initially measured at fair value. 計入損益之金融資產及金融負債除
Transaction costs that are directly attributable 外）直接應佔之交易成本，於初步確
to the acquisition or issue of financial assets 認時加入或從金融資產或金融負債
and financial liabilities (other than financial （如適用）之公平值扣除。收購按公
assets and financial liabilities at FVPL) are 平值計入損益之金融資產或金融負
added to or deducted from the fair value of the 債之直接應佔交易成本，即時於損
financial assets or financial liabilities, as 益確認。
appropriate, on initial recognition. Transaction
costs directly attributable to the acquisition of
financial assets or financial liabilities at FVPL are
recognised immediately in profit or loss.

The Group’s financial assets are classified into 本集團之金融資產分類為下列兩個
one of the two categories, including loans and 類別其中之一，包括貸款及應收賬
receivables and available-for-sale financial 款，以及可供出售金融資產。所有
assets. All regular way purchases or sales of 正常購買或銷售之金融資產，按交
financial assets are recognised and 易日之基準確認及停止確認。正常
derecognised on a trade date basis. Regular 購買或銷售是指在市場規例或慣例
way purchases or sales are purchases or sales of 所訂期限內進行資產交付之金融資
financial assets that require delivery of assets 產買賣。
within the time frame established by regulation
or convention in the marketplace.
F-306


（續）
Loans and receivables are non-derivative 貸款及應收賬款為並未於活躍市場
financial assets with fixed or determinable 內報價而附帶固定或可議定付款之
payments that are not quoted in an active 非衍生金融資產。於初步確認後之
market. At the end of each reporting period 每個報告期末，貸款及應收賬款（包
subsequent to initial recognition, loans and 括應收貿易及其他賬款、應收短期
receivables (including trade and other 貸款、應收附屬公司、聯營公司、同
receivables, short-term loan receivables, 系附屬公司、合營企業、附屬公司
amounts due from subsidiaries, associates, 之非控股股東款項、已抵押銀行存
fellow subsidiaries, joint ventures, non- 款及銀行結存，存款及現金）使用實
controlling shareholders of subsidiaries, 際利率法按攤銷成本減任何已識別
pledged bank deposits and bank balance, 減值虧損列賬。（參閱下文金融資產
deposits and cash) are carried at amortised cost 減值虧損之會計政策）。
using the effective interest method, less any
identified impairment losses. (See accounting
policy on impairment loss on financial assets
below).
Available-for-sale financial assets 可供出售金融資產

Available-for-sale financial assets are non- 可供出售金融資產為非衍生項目，
derivatives that are designated as available for 而有關非衍生項目已指定為可供出
sale or not classified as loans and receivables. 售或並無分類為貸款及應收賬款。
At the end of each reporting period 於初步確認後之各報告期末，可供

subsequent to initial recognition, available-for- 出售金融資產按公平值計量。公平
sale financial assets are measured at fair value. 值之變動於其他全面收益確認，並
Changes in fair value are recognised in other 累計為股權之獨立部分（即投資重估
comprehensive income and accumulated as a 儲備），直至該金融資產被出售或被
separate component of equity (investment 釐定為已減值，而屆時先前於股權
revaluation reserve), until the financial asset is 確認之累計收益或虧損會從股權剔
disposed of or is determined to be impaired, at 除，並於損益確認（參閱下文有關金
which time, the cumulative gain or loss 融資產減值虧損之會計政策）。
previously recognised in equity is removed from
equity and recognised in profit or loss (see
accounting policy on impairment loss on
financial assets below).
F-307
ANNUAL REPORT 2018



（續）
Available-for-sale financial assets 可供出售金融資產（續）
(Continued)
For available-for-sale equity investments that do 就於活躍市場並無報價及公平值無
not have a quoted market price in an active 法可靠計量之可供出售股權投資，
market and whose fair value cannot be reliably 以及與其有關連且必須以交付該等
measured and derivatives that are linked to and 無報價股權工具之方式結算之衍生
must be settled by delivery of such unquoted 工具而言，須於初步確認後之各報
equity instruments, they are measured at cost 告期末按成本減任何已識別減值虧
less any identified impairment losses at the end 損計量（參閱下文有關金融資產減值
of each reporting period subsequent to initial 虧損之會計政策）。
recognition (see accounting policy on
impairment loss on financial assets below).
Effective interest method 實際利率法

The effective interest method is a method of 實際利率法乃計算金融資產之攤銷
calculating the amortised cost of a financial 成本及按有關期間攤分利息收入之
asset and of allocating interest income over the 方法。實際利率乃將估計日後現金
relevant period. The effective interest rate is the 收入（包括所有已支付或已收取且構
rate that exactly discounts estimated future 成實際利率組成部分之費用、交易
cash receipts (including all fees on points paid 成本及其他溢價或折價）按金融資產
or received that form an integral part of the 之預計年期（或適用之較短期間）準
effective interest rate, transaction costs and 確折現之比率。
other premiums or discounts) through the
expected life of the financial asset, or, where
appropriate, a shorter period.
Interest income is recognised on an effective 就債務工具而言，利息收入按實際

interest basis for debt instruments. 利率基準確認。
F-308


（續）
Impairment of financial assets 金融資產之減值
Financial assets are assessed for indicators of 於各報告期末評估金融資產是否出
impairment at the end of each reporting period. 現減值跡象。倘有客觀證據表明金
Financial assets are impaired where there is 融資產之預期未來現金流量因於初
objective evidence that, as a result of one or 步確認該金融資產後發生之一項或
more events that occurred after the initial 多項事件而受到影響，即對該金融
recognition of the financial asset, the estimated 資產確認減值。
future cash flows of the financial assets have
been impacted.
For an available-for-sale equity investment, a 就可供出售之股權投資而言，如該

significant or prolonged decline in the fair value 投資之公平值大幅或長期低於其成
of that investment below its cost is considered 本，可被視為減值之客觀證據。
to be objective evidence of impairment.
For all other financial assets, objective evidence 就所有其他金融資產而言，減值之

of impairment could include: 客觀證據可包括：
• significant financial difficulty of the issuer • 發行人或交易對手出現重大財

or counterparty; or 政困難；或
• default or delinquency in interest or • 未能繳付或延遲償還利息或本

principal payments; or 金；或
• it becoming probable that the borrower • 借款人極有可能面臨破產或財

will enter bankruptcy or financial 務重組；或
reorganisation; or
• significant changes in the technological, • 科技、市場、經濟及法律環境

market, economic or legal environment 的重大改變對債務人有負面的
that have an adverse effect on the 影響。
debtor.
F-309
ANNUAL REPORT 2018



（續）
Impairment of financial assets
(Continued) 金融資產之減值（續）
For certain categories of financial asset, such as 就若干金融資產類別（例如應收貿易
trade receivables and short-term loan 賬款及應收短期貸款）而言，經個別
receivables, assets that are assessed not to be 評估並無減值之資產會於其後彙集
impaired individually are subsequently assessed 一併作減值評估。應收賬款組合出
for impairment on a collective basis. Objective 現減值之客觀證據包括本集團過往
evidence of impairment for a portfolio of 收款紀錄、應收貿易賬款組合內超
receivables could include the Group’s past 出30天至90天之平均信貸期之延遲
experience of collecting payments, an increase 付款宗數有所增加，以及國家或地
in the number of delayed payments of trade 區經濟狀況出現明顯變動（與應收賬
receivables in the portfolio past the average 款未能償還之情況吻合）。
credit period of 30 to 90 days, observable
changes in national or local economic
conditions that correlate with default on
receivables.
For financial assets carried at amortised cost, an 就按攤銷成本列賬之金融資產而

impairment loss is recognised in profit or loss 言，倘有客觀證據證明資產減值，
when there is objective evidence that the asset 則於損益確認減值虧損，並按資產
is impaired, and is measured as the difference 之賬面值與估計未來現金流量按原
between the asset’s carrying amount and the 實際利率折讓之現值間之差額計量。
present value of the estimated future cash flows
discounted at the original effective interest
rate.
For financial assets carried at cost, the amount 就按成本列賬之金融資產而言，減

of the impairment loss is measured as the 值虧損之金額按該項資產之賬面值
difference between the asset’s carrying amount 與估計未來現金流量按類似金融資
and the present value of the estimated future 產現時市場回報率折讓之現值間之
cash flows discounted at the current market 差額計量。該減值虧損不會於往後
rate of return for a similar financial asset. Such 期間撥回。
impairment loss will not be reversed in
subsequent periods.
F-310


（續）
Impairment of financial assets 金融資產之減值（續）
(Continued)
The carrying amount of the financial asset is 所有金融資產之減值虧損會直接自
reduced by the impairment loss directly for all 金融資產之賬面值扣減，惟應收貿
financial assets with the exception of trade 易賬款及應收貸款除外，應收貿易
receivables and loan receivables, where the 賬款及應收貸款之賬面值會透過撥
carrying amount is reduced through the use of 備賬作出扣減，撥備賬賬面值之變
an allowance account. Changes in the carrying 動會於損益確認。如應收貿易賬款
amount of the allowance account are 或應收貸款被視為不可收回，其將
recognised in profit or loss. When a trade 於撥備賬內撇銷。之前已撇銷之款
receivable or a loan receivable is considered 項如其後收回，將計入損益。
uncollectible, it is written off against the
allowance account. Subsequent recoveries of
amounts previously written off are credited to
profit or loss.
For financial assets measured at amortised cost 至於按攤銷成本計量之金融資產，

if, in a subsequent period, the amount of an 若於往後期間其減值虧損之金額減
impairment loss decreases and the decrease can 少及該減少可以客觀地與減值虧損
be related objectively to an event occurring 確認後發生之事件有關，則過往確
after the impairment losses was recognised, the 認之減值虧損會透過損益撥回，惟
previously recognised impairment loss is 該資產於撥回減值日期之賬面值不
reversed through profit or loss to the extent 得超過該資產於並無確認減值之情
that the carrying amount of the asset at the 況下應有之攤銷成本。
date the impairment is reversed does not
exceed what the amortised cost would have
been had the impairment not been recognised.
Impairment losses on available-for-sale equity 可供出售股權投資之減值虧損將不

investments will not be reversed in profit or loss 會於往後期間撥回損益。於出現減
in subsequent periods. Any increase in fair 值虧損後之公平值增加直接於其他
value subsequent to impairment loss is 全面收益中確認。
recognised directly in other comprehensive
income.
F-311
ANNUAL REPORT 2018



（續）
Financial liabilities and equity 金融負債及股權
Financial liabilities and equity instruments issued 集團實體發行之金融負債及股權工
by a group entity are classified according to the 具乃根據所訂合約安排之性質與金
substance of the contractual arrangements 融負債及股權工具之定義分類。
entered into and the definitions of a financial
liability and an equity instrument.
An equity instrument is any contract that 股權工具乃證明集團於扣減所有負

evidences a residual interest in the assets of the 債後於資產擁有剩餘權益之任何合
Group after deducting all of its liabilities. The 約。本集團之金融負債一般分類為
Group’s financial liabilities are generally 其他金融負債。
classified as other financial liabilities.
Effective interest method 實際利率法

The effective interest method is a method of 實際利率法乃計算金融負債之攤銷
calculating the amortised cost of a financial 成本及按有關期間攤分利息支出之
liability and of allocating interest expense over 方法。實際利率乃將估計日後現金
the relevant period. The effective interest rate 支付款項按金融負債之預計年期（或
is the rate that exactly discounts estimated 適用之較短期間）準確折現之比率。
future cash payments through the expected life
of the financial liability, or, where appropriate,
a shorter period.
Interest expense is recognised on an effective 利息支出乃按實際利率基準確認。

interest basis.
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（續）
Other financial liabilities 其他金融負債
Other financial liabilities including trade and 其他金融負債包括應付貿易及其他
other payables, property rental deposits, 賬款、物業租金按金、應付附屬公
amounts due to subsidiaries, the ultimate 司、最終控股公司、中間控股公司、
holding company, an intermediate holding 同系附屬公司、附屬公司非控股股
company, fellow subsidiaries, non-controlling 東及合營企業款項、銀行及其他借
shareholders of subsidiaries, joint ventures, bank 貸、應付票據及來自同系附屬公司
and other borrowings, notes payable and loan 之貸款，其後使用實際利率法按攤
from a fellow subsidiary are subsequently 銷成本計算。
measured at amortised cost, using the effective
interest method.
Equity instruments 股權工具

Equity instruments issued by the Company are 本公司發行之股權工具乃按已收所
recorded at the proceeds received, net of 得款項（扣除直接發行成本）列賬。
direct issue cost.
Perpetual capital instruments issued by the 本集團發出的永久資本工具不含本

Group, which includes no contractual obligation 集團在可能對本集團不利之條件下
for the Group to deliver cash or another 交付現金或其他金融資產予持有人
financial asset to the holders or to exchange 或與持有人交換金融資產或金融負
financial assets or financial liabilities with the 債之約定責任，分類為權益工具，
holders under conditions that are potentially 於收到所得款項時初步確認。本集
unfavourable to the Group, are classified as 團向永久資本工具持有人宣派的酌
equity instruments and are initially recorded at 情分派被視為股息。
the proceeds received. Discretionary
distribution declared by the Group to the
holders of perpetual capital instrument is
treated as dividend.
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（續）
Derecognition 終止確認
Financial assets are derecognised when the 倘可收取資產現金流量之權利屆
rights to receive cash flows from the assets 滿，或金融資產已轉讓且本集團已
expire or, the financial assets are transferred 轉讓金融資產所有權涉及之絕大部
and the Group has transferred substantially all 分風險及回報，則可終止確認金融
the risks and rewards of ownership of the 資產。終止確認金融資產時，資產
financial assets. On derecognition of a financial 賬面值與已收及應收代價及已直接
asset, the difference between the asset’s 在股權確認之累計收益或虧損之和
carrying amount and the sum of the 間之差額，乃於損益確認。
consideration received and receivable and the
cumulative gain or loss that had been
recognised directly in equity is recognised in
profit or loss.
Financial liabilities are derecognised when the 金融負債於有關合約列明之責任解

obligation specified in the relevant contract is 除、註銷或屆滿時終止確認。終止
discharged, cancelled or expires. The difference 確認金融負債之賬面值與已付及應
between the carrying amount of the financial 付代價間之差額，乃於損益確認。
liability derecognised and the consideration
paid and payable is recognised in profit or loss.
(m) Employee benefits (m) 僱員福利

(i) Retirement benefits scheme (i) 退休福利計劃供款
contributions
Payments to Group’s defined contribution 向本集團界定供款退休福利計
retirement benefits schemes and 劃及強制性公積金計劃作出之
Mandatory Provident Fund Scheme are 付款於僱員提供服務而有權獲
charged as expenses when employees 得供款時扣除作為開支。就向
have rendered service entitling them to 國家管理之退休福利計劃作出
the contributions. Payments made to 之付款以界定供款計劃付款處
state-managed retirement benefits 理，而本集團於計劃下之責任
schemes are dealt with as payments to 與界定供款退休福利計劃之責
defined contribution schemes where the 任相同。
Group’s obligations under the schemes are
equivalent to those arising in a defined
contribution retirement benefit scheme.
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(m) Employee benefits (Continued) (m) 僱員福利（續）

(ii) Equity-settled share-based (ii) 以股權結算之股份支
payment transactions 付交易
The fair value of services received 已獲得服務之公平值乃參考於
determined by reference to the fair value 購股權授出日期之公平值釐
of share options granted at the grant date 定，並在歸屬期間按直線法支
is expensed on a straight-line basis over 銷，且於股權（即購股權儲備）
the vesting period, with a corresponding 中相應增加。
increase in equity (share option reserve).
At the end of each reporting period, the 於各報告期末，本集團更新其

Group revises its estimates of the number 對預期最終歸屬之購股權數目
of options that are expected to ultimately 之估計。更新就歸屬期所作估
vest. The impact of the revision of the 計之影響（如有）於損益確認，
estimates during the vesting period, if any, 而購股權儲備亦作相應調整。
is recognised in profit or loss, with a
corresponding adjustment to share option
reserve.
At the time when the share options are 購股權獲行使時，先前於購股

exercised, the amount previously 權儲備確認之金額將會轉撥股
recognised in share options reserve will be 本。如於歸屬日期後沒收購股
transferred to share capital. When the 權或於屆滿日期後尚未行使購
share options are forfeited after the 股權，先前於購股權儲備確認
vesting date or are still not exercised at 之金額將轉撥至累計溢利。
the expiry date, the amount previously
recognised in share option reserve will be
transferred to accumulated profits.
(n) Income tax (n) 所得稅

Income tax for the year comprises current tax 年內之所得稅包括即期稅項及遞延
and movements in deferred tax assets and 稅項資產及負債之變動。
liabilities.
Current tax and movements in deferred tax 即期稅項及遞延稅項資產及負債之

assets and liabilities are recognised in profit or 變動乃於損益內確認，除非有關項
loss except to the extent that they relate to 目與在其他全面收益或直接在權益
items recognised in OCI or directly in equity, in 確認之項目有關，則有關稅項分別
which case the relevant amounts of tax are 於其他全面收益或直接於權益中確
recognised in OCI or directly in equity, 認。
respectively.
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Current tax is the expected tax payable on the 即期稅項為預期須就年內應課稅收
taxable income for the year, using tax rates 入支付之稅項，乃採用於報告期末
enacted or substantively enacted at the end of 實施或已實質頒佈之稅率計算，並
the reporting period, and any adjustment to tax 就過往年度應付之稅項作出調整。
payable in respect of previous years.
Deferred tax assets and liabilities arises from 遞延稅項資產和負債分別由可扣稅

deductible and taxable temporary differences 和應課稅暫時差異產生。暫時差異
respectively, being the differences between the 是指資產和負債在財務報告上的賬
carrying amounts of assets and liabilities for 面值與這些資產和負債的稅基的差
financial reporting purposes and their tax bases. 異。遞延稅項資產亦可以由未使用
Deferred tax assets also arise from unused tax 的稅損及未動用稅項抵免產生。
losses and unused tax credits.
Apart from certain limited exceptions, all 除若干例外情況外，所有遞延稅項

deferred tax liabilities, and all deferred tax 負債及所有遞延稅項資產均於日後
assets to the extent that it is probable that 產生應課稅溢利並將可動用資產予
future taxable profits will be available against 以抵銷時確認。可引證確認源自可
which the asset can be utilised, are recognised. 扣稅暫時差額之遞延稅項資產之日
Future taxable profits that may support the 後應課稅溢利，包括該等源自撥回
recognition of deferred tax assets arising from 現有應課稅暫時差額，惟差額須與
deductible temporary differences include those 同一稅務機關及同一應稅實體有
that will arise from the reversal of existing 關，並預期於撥回可扣稅暫時差額
taxable temporary differences, provided those 之同一期間或源自遞延稅項資產之
differences relate to the same taxation authority 稅項虧損可撥回或結轉之期間撥
and the same taxable entity, and are expected 回。在決定現有的應課稅暫時差異
to reverse either in the same period as the 是否足以支持確認由未使用稅損及
expected reversal of the deducible temporary 稅項抵免所產生的遞延稅項資產
difference or in periods into which a tax loss 時，亦會採用同一準則，即倘該等
arising from the deferred tax asset can be 差異是否與同一稅務機關及同一應
carried back or forward. The same criteria are 稅實體有關，且預期在能夠使用稅
adopted when determining whether existing 損或抵免的期間轉回，則會計入該
taxable temporary differences support the 等暫時性差額。
recognition of deferred tax assets arising from
unused tax losses and credits, that is, those
differences are taken into account if they relate
to the same taxation authority and the same
taxable entity, and are expected to reverse in a
period, or periods, in which the tax loss or
credit can be utilised.
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The limited exceptions to recognition of 確認遞延稅項資產和負債的少數例
deferred tax assets and liabilities are those 外情況為不可扣稅商譽產生的暫時
temporary differences arising from goodwill not 性差額、不影響會計或應課稅溢利
deductible for tax purposes, the initial 的資產或負債（並非業務合併的一部
recognition of assets or liabilities that affect 分）首次確認所產生的暫時性差額，
neither accounting nor taxable profit (provided 以及與投資附屬公司及於聯營公司
they are not part of business combination), and 及合營企業之權益有關的暫時性差
temporary differences relating to investments in 額，惟就應課稅差額而言，僅以本
subsidiaries, and interests in associates and joint 集團可控制轉回時間且不大可能在
ventures, to the extent that, in the case of 可預見未來轉回的差額為限，而就
taxable differences, the Group controls the 可扣稅差額而言，則以可能在未來
timing of the reversal and it is probable that 轉回的差額為限。
differences will not reverse in the foreseeable
future, or in the case of deductible differences,
unless it is probable that they will reverse in the
future.
Where investment properties are carried at their 對於以公平值入賬的投資物業，所

fair value, the amount of deferred tax 確認的遞延稅項金額乃按照假設於
recognised is measured using the tax rates that 報告日期將該等資產以賬面值出售
would apply on sale of those assets at their 所適用的稅率進行計量，除非該物
carrying value at the reporting date unless the 業為可折舊及以一個商業模式所持
property is depreciable and is held within a 有，而此模式的目的為不透過出售
business model whose objective is to consume 形式使用該物業包含的絕大部分經
substantially all of the economic benefits 濟利益。對於所有其他情況，已確
embodied in the property over time, rather 認的遞延稅項金額是按照變現或清
than through sale. In all other cases, the 償資產和負債賬面金額的預期方
amount of deferred tax recognised is measured 式，按報告期末實施或已實質頒佈
based on the expected manner of realisation or 的稅率計算。遞延稅項資產和負債
settlement of the carrying amount of the assets 均不貼現計算。
and liabilities, using tax rates enacted or
substantively enacted at the end of the
reporting period. Deferred tax assets and
liabilities are not discounted.
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The carrying amount of deferred tax assets is 遞延稅項資產之賬面值會於各報告
reviewed at the end of each reporting period 期末檢討，並於不再可能取得足夠
and reduced to the extent that it is no longer 應課稅溢利以動用有關稅務得益時
probable that sufficient taxable profits will be 調低。任何減幅會於可能取得足夠
available to allow the related tax benefit to be 應課稅溢利時撥回。
utilised. Any such reduction is reversed to the
extent that it becomes probable that sufficient
taxable profits will be available.
Additional income taxes that arise from the 派發股息產生之額外所得稅於確認

distribution of dividends are recognised when 支付相關股息之負債時確認。
the liability to pay the related dividends is
recognised.
Current tax balances and deferred tax balances, 即期稅項結餘及遞延稅項結餘以及

and movements therein, are presented 有關變動均獨立呈列，不予抵銷。
separately from each other and are not offset. 倘於本公司或本集團具法定強制執
Current tax assets are offset against current tax 行權力可將即期稅項資產與即期稅
liabilities, and deferred tax assets against 項負債抵銷，並且符合以下額外條
deferred tax liabilities, if the Company or the 件的情況，則即期稅項資產與即期
Group has the legally enforceable right to set 稅項負債抵銷，而遞延稅項資產則
off current tax assets against current tax 與遞延稅項負債抵銷：
liabilities and the following additional
conditions are met:
• in the case of current tax assets and • 就即期稅項資產和負債而言，

liabilities, the Company or the Group 本公司或本集團計劃按淨額基
intends either to settle on a net basis, or 準結算，或同時變現該資產和
to realise the asset and settle the liability 清償該負債；或
simultaneously; or
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• in the case of deferred tax assets and • 就遞延稅項資產和負債而言，
liabilities, if they relate to income taxes 如彼等與同一稅務機關就以下
levied by the same taxation authority on 其中一項徵收的所得稅有關：
either:
• the same taxable entity; or • 同一應稅實體；或
• different taxable entities, which, in • 不同的應稅實體。這些

each future period in which 實體計劃在日後每個預
significant amounts of deferred tax 計有大額遞延稅項負債
liabilities or assets are expected to 需要清償或大額遞延稅
be settled or recovered, intend to 項資產可以收回的期間
realise the current tax assets and 內，按淨額基準變現即
settle the current tax liabilities on a 期稅項資產和清償即期
net basis or realise and settle 稅項負債，或同時變現
simultaneously. 該資產和清償該負債。

provisions and contingent liabilities 及或然負債
Financial guarantees are contracts that 財務擔保為一項合約，要求發
require the issuer (i.e. the guarantor) to 行人（即擔保人）為彌償擔保受
make specified payments to reimburse the 益人（「持有人」）因特定債務人
beneficiary of the guarantee (the 未能根據債務工具之條款於到
“holder”) for a loss the holder incurs 期時付款所蒙受之損失而向持
because a specified debtor fails to make 有人支付特定款項。
payment when due in accordance with the
terms of a debt instrument.
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ANNUAL REPORT 2018



(Continued)
Where the Group issues a financial 倘本集團發出財務擔保，該擔
guarantee, the fair value of the guarantee 保之公平值（即交易價格，除
(being the transaction price, unless the fair 非該公平值能可靠地估計）初
value can otherwise be reliably estimated) 步確認為應付貿易及其他賬款
is initially recognised as deferred income 下之遞延收入。已發出財務擔
within trade and other payables. The fair 保於發行時的公平值乃參考類
value of financial guarantees issued at the 似服務於公平交易下收取的費
time of issuance is determined by 用（如可獲得有關資料），或經
reference to fees charged in an arm’s 比較貸方於有擔保下收取的實
length transaction for similar services, 際利率與於並無擔保下貸方應
when such information is obtainable, or is 收取的估計利率（如有關資料
otherwise estimated by reference to 可作出可靠估計）後，參考利
interest rate differentials, by comparing 率差額估計而釐定。倘在發行
the actual rates charged by lenders when 該擔保時已收取或可收取代
the guarantee is made available with the 價，該代價則根據適用於該類
estimated rates that lenders would have 資產之本集團政策加以確認。
charged, had the guarantees not been 倘並無收取或不會收取有關代
available, where reliable estimates of such 價（本公司向其附屬公司提供
information can be made. Where 擔保之情況除外，該等擔保之
consideration is received or receivable for 公平值乃確認為附屬公司投資
the issuance of the guarantee, the 額外成本），則於初步確認任
consideration is recognised in accordance 何遞延收入時，即時於損益內
with the Group’s policies applicable to 確認為開支。
that category of asset. Where no such
consideration is received or receivable,
except for the case of the guarantee
issued by the Company to its subsidiary in
which the fair value of such guarantee is
recognised as an additional cost of
investment in a subsidiary, an immediate
expense is recognised in profit or loss on
initial recognition of any deferred income.
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(Continued)
The amount of the guarantee initially 初步確認為遞延收入之擔保款
recognised as deferred income is 額按擔保年期於損益內攤銷為
amortised in profit or loss over the term 已發出財務擔保之收入。此
of the guarantee as income from financial 外，倘：(i) 擔保持有人有可能
guarantees issued. In addition, provisions 根據擔保要求本集團還款；及
are recognised if and when (i) it becomes (ii) 向本集團索償之金額預期
probable that the holder of the guarantee 超過現時就有關擔保於應付貿
will call upon the Group under the 易及其他賬款置存之金額（即
guarantee, and (ii) the amount of that 初步確認之金額）減累計攤
claim on the Group is expected to exceed 銷，則會確認撥備。
the amount currently carried in trade and
other payables in respect of that
guarantee i.e. the amount initially
recognised, less accumulated
amortisation.
(ii) Contingent liabilities assumed in (ii) 在業務合併中承擔之

business combinations 或然負債
Contingent liabilities assumed in a 在業務合併中承擔之或然負債
business combination which are present 乃屬於收購當日之現有責任，
obligations at the date of acquisition are 須按公平值初步確認（倘公平
initially recognised at fair value, provided 值能可靠計量）。按公平值初
the fair value can be reliably measured. 步確認後，該或然負債乃按初
After their initial recognition at fair value, 步確認金額減累計攤銷（如適
such contingent liabilities are recognised 用）及可根據以下第(iii) 項釐
at the higher of the amount initially 定之金額兩者中之較高者確
recognised, less accumulated amortisation 認。在業務合併中承擔之或然
where appropriate, and the amount that 負債如未能可靠計量，或於收
would be determined in accordance with 購當日並非現有責任，則根據
(iii) below. Contingent liabilities assumed 以下第(iii) 項披露。
in a business combination that cannot be
reliably fair valued or were not present
obligations at the date of acquisition are
disclosed in accordance with (iii) below.
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(Continued)
(iii) Other provisions and contingent (iii) 其他撥備及或然負債
liabilities
Provisions are recognised for other 如本集團或本公司須就過往事
liabilities of uncertain timing or amount 件承擔法律或推定責任，而履
when the Group or the Company has a 行有關責任極有可能導致經濟
legal or constructive obligation arising as 利益外流，並可作出可靠之估
a result of a past event, it is probable that 計，本集團或本公司便會就時
an outflow of economic benefits will be 間或金額不定之其他負債計提
required to settle the obligation and a 撥備。倘貨幣時間價值重大，
reliable estimate can be made. Where the 則按預計履行責任所需開支之
time value of money is material, 現值計提撥備。
provisions are stated at the present value
of the expenditure expected to settle the
obligation.
Where it is not probable that an outflow 倘經濟利益外流之可能性不

of economic benefits will be required, or 大，或無法就有關金額作出可
the amount cannot be estimated reliably, 靠之估計，則該責任將披露為
the obligation is disclosed as a contingent 或然負債，惟倘經濟利益外流
liability, unless the probability of outflow 之可能性極低則除外。倘本集
of economic benefits is remote. Possible 團之可能責任僅視乎某宗或多
obligations, whose existence will only be 宗未來事件是否發生始能確定
confirmed by the occurrence or non- 是否存在，亦會披露為或然負
occurrence of one or more future events 債，惟倘經濟利益外流之可能
are also disclosed as contingent liabilities 性極低則除外。
unless the probability of outflow of
economic benefits is remote.
F-322

(p) Contract assets and contract (p) 合約資產及合約負債（自二

liabilities (accounting policies 零一八年一月一日起應用
applied from 1st January, 2018) 的會計政策）
Upon entering into a contract with a customer, 在與客戶訂立合約時，本集團有權
the Group obtains rights to receive 收取來自客戶的代價，並承擔將貨
consideration from the customer and assumes 物或服務轉移至客戶的履約責任。
performance obligations to transfer goods or 該等權利及履約責任共同導致淨資
provide services to the customer. The 產或淨負債，視乎剩餘權利與履約
combination of those rights and performance 責任之間的關係而定。倘剩餘權利
obligations gives rise to a net asset or a net 的計量超過剩餘履約責任的計量，
liability depending on the relationship between 則該合約為一項資產，並確認為合
the remaining rights and the performance 約資產。反之，倘剩餘履約責任的
obligations. The contract is an asset and 計量超過剩餘權利的計量，則該合
recognised as contract assets if the measure of 約為一項負債，並確認為合約負債。
the remaining rights exceeds the measure of the
remaining performance obligations. Conversely,
the contract is a liability and recognised as
contract liabilities if the measure of the
remaining performance obligations exceeds the
measure of the remaining rights.
The Group recognises the incremental costs of 倘本集團預期將收回有關成本，則

obtaining a contract with a customer within 於合約資產內就獲得客戶合約確認
contract assets if the Group expects to recover 額外成本。
those costs.
F-323
ANNUAL REPORT 2018


(q) Contract costs (accounting policies (q) 合約成本（自二零一八年一

applied from 1st January, 2018) 月一日起應用的會計政策）
The Group recognises an asset from the costs 本集團在該等成本符合以下所有標
incurred to fulfil a contract when those costs 準的情況下方會將履行合約所產生
meet all of the following criteria: 的成本確認為資產：
(a) The costs relate directly to a contract or (a) 成本直接與實體可明確識別的

to an anticipated contract that the entity 合約或預期合約有關；
can specifically identify;
(b) The costs generate or enhance resources (b) 成本產生或提升將用於履行

of the entity that will be used in satisfying （或繼續履行）未來履約責任的
(or in continuing to satisfy) performance 實體資源；及
obligations in the future; and
(c) The costs are expected to be recovered. (c) 預計成本將可收回。已確認資

The asset recognised is subsequently 產其後應按與成本有關轉移至
amortised to profit or loss on a systematic 客戶的貨品或服務相一致的基
basis that is consistent with the transfer to 準攤銷至損益。該資產須進行
the customer of the goods or services to 減值評估。
which the cost relate. The asset is subject
to impairment review.
F-324

(r) Revenue Recognition (r) 收入確認

(I) Revenue recognition (I) 收入確認（自二零一八
(accounting policies applied 年一月一日起應用的
from 1st January, 2018) 會計政策）
Revenue is measured at the fair value of 收入乃按本集團日常業務過程
the consideration received or receivable 中出售物業及服務已收或應收
for the sales of properties and services in 代價的公平值計量，並經扣除
the ordinary course of the Group’s 折扣及抵銷與集團公司之銷售
activities. Revenue is shown, net of 後列賬。本集團於收入金額能
discounts and after eliminating sales with 可靠計量且可能有未來經濟利
the Group companies. The Group 益流向實體及下文所述的各項
recognises revenue when the amount of 本集團業務的特定條件達成時
revenue can be reliably measured; when it 確認收入。
KU RTQDCDNG VJCV HWVWTG GEQPQOKE DGPGƂVU
YKNN ƃQY VQ VJG GPVKV[ CPF YJGP URGEKƂE
criteria have been met for each of the
Group’s activities, as described below.
a) Sales of properties and a) 物業及建築服務銷

construction services 售
Revenues are recognised when or as 收入在當資產之控制權
the control of the asset is 轉移給客戶時確認。資
transferred to the customer. 產之控制權是在一段時
Depending on the terms of the 間內還是某一時點轉
contract and the laws that apply to 移，取決於合同之條款
the contract, control of the asset may 約定與適用於合同之法
transfer over time or at a point in 律規定。倘本集團滿足
time. Control of the asset is 下列條件時，資產之控
transferred over time if the Group’s 制權在一段時間內可轉
performance: 移：
r RTQXKFGU CNN QH VJG DGPGƂVU • 如客戶同時收到且

received and consumed 消耗所有利益；或
simultaneously by the
customer; or
F-325
ANNUAL REPORT 2018



（續）
(Continued)
construction services 售（續）
(Continued)
• creates and enhances an asset • 在本集團履約時創
that the customer controls as 建和增強資產並由
the Group performs; or 客戶控制該資產；
或
• do not create an asset with an • 並未產生讓本集團

alternative use to the Group 有替代用途之資
and the Group has an 產，且本集團對至
enforceable right to payment 今已完成履約之付
for performance completed to 款具有可強制執行
date. 之權利。
If control of the asset transfers over 如果資產之控制權在一

time, revenue is recognised over the 段時間內轉移，按在整
period of the contract by reference 個合同期間已完成履約
to the progress towards complete 義務之進度進行收入確
satisfaction of that performance 認。否則，收入於客戶
obligation. Otherwise, revenue is 獲得資產控制權之時確
recognised at a point in time when 認。
the customer obtains control of the
asset.
F-326


（續）
(Continued)
(Continued)
The progress towards complete 已完成履約義務的進度
satisfaction of the performance 按本集團完成履約義務
obligation is measured based on the 而付出的努力或投入並
Group’s efforts or inputs to the 參考每份合同截至報告
satisfaction of the performance 期末已產生的合約成本
obligation, by reference to the 佔總預計成本之比例計
contract costs incurred up to the end 量。
of reporting period as a percentage
of total estimated costs for each
contract.
For property development and sales 對於物業開發及在某一

contract for which the control of the 時點轉移物業控制權的
property is transferred at a point in 銷售合同，收入於客戶
time, revenue is recognised when the 獲得實物所有權或已竣
customer obtains the physical 工物業的法定所有權且
possession or the legal title of the 本集團現時有權付款並
completed property and the Group 很可能收回對價時確認。
has present right to payment and the
collection of the consideration is
probable.
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ANNUAL REPORT 2018



（續）
(Continued)
(Continued)
In determining the transaction price, 在確定交易價格時，若
the Group adjusts the promised 融資成份重大，本集團
amount of consideration for the 將根據融資成份來調整
GHHGEV QH C ƂPCPEKPI EQORQPGPV KH KV 承諾代價。
KU UKIPKƂECPV
For construction services, the 就建築服務而言，由於

Group’s performance creates or 涉及創造或提升資產，
enhances an asset or work in 本集團的履約創造或提
progress that the customer controls 升客戶控制的資產或在
as the asset is created or enhanced, 建工程，本集團因此達
V J W U V J G ) T Q W R U C V K U Ƃ G U C 成履約責任並在一段時
performance obligation and 間內參考截至報告期末
recognises revenue over time, by 產生的實際成本佔各合
reference to completion of the 約的總估計成本的百分
URGEKƂE VTCPUCEVKQP CUUGUUGF QP VJG 比評估特定交易的完成
basis of the actual costs incurred up 情況來確認收入。
to the end of the reporting period
as a percentage of total estimated
costs for each contract.
F-328


（續）
(Continued)
b) Revenue from sales of goods are b) 貨品銷售收入於貨品付
recognised when goods are 運至客戶處所時（即客戶
delivered at customers’ premises 已接受貨品及所有權的
which is taken to be the point in 相關風險與回報的時間
time when the customer has 點）確認入賬。收入不包
accepted the goods and the related 括增值稅或其他銷售
risks and rewards of ownership. 稅，並已扣減任何貿易
Revenue excludes value added tax or 折扣。
other sales taxes and is after
deduction of any trade discounts.
c) Building management service income c) 樓宇管理服務收入於提

is recognised over the relevant 供服務之有關期間確認
period in which the services are 入賬。
rendered.
d) Revenue from hotel operations and d) 酒店營運及有關服務之

related services is recognised when 收入在提供有關服務時
the relevant services are provided. 確認入賬。
F-329
ANNUAL REPORT 2018



（續）
(Continued)
e) Interest income from a financial asset e) 金融資產之利息收入乃
is recognised as it accrues on a time 根據尚未償還本金額及
basis, by reference to the principal 適用實際利率，按時間
outstanding and at the effective 基準累計確認入賬，而
interest rate applicable, which is the 實際利率乃將估計未來
rate that exactly discounts the 現金收入通過金融資產
estimated future cash receipts 預計有效期準確地折現
through the expected life of the 為該資產之賬面淨值之
financial asset to that asset’s net 利率。
carrying amount.
f) Dividend income from investments is f) 投資之股息收入於本集

recognised when the Group’s rights 團收取付款之權利確立
to receive payment is established. 時確認入賬。
g) Rental income receivable under g) 經營租約之應收租金收

operating leases is recognised in 入於有關租賃期以直線
profit or loss on a straight-line basis 法在損益確認入賬。
F-330


(II) Revenue recognition (II) 收入確認（截至二零
(accounting policies applied 一七年十二月三十一
until 31st December, 2017) 日應用的會計政策）
Revenue is measured at the fair value of 收入乃按已收或應收代價之公
the consideration received or receivable 平值計量，乃指就銷售物業及
and represents amounts received or 貨品、酒店營運、投資、提供
receivable from sales of properties and 之服務之已收或應收款項及已
goods, hotel operations, investments, 收或應收補貼，減折現及相關
services provided and subsidies received 銷售稅項。倘經濟利益可能會
or receivable, net of discounts and sales 流入本集團，而收益及成本
related taxes. Provided it is probable that （如適用）亦能夠可靠計算時，
the economic benefits will flow to the 便會根據下列基準在損益內確
Group and the revenue and costs, if 認收益：
applicable, can be measured reliably,
revenue is recognised in profit or loss as
follows:
a) Revenue arising from the sales of a) 待簽訂約束性銷售協

properties is recognised upon the 議，獲有關政府機構簽
execution of a binding sale 發佔用許可證及竣工證
agreement, the issue of an 明書，以及履行約束性
occupation permit and a completion 銷售協議之條款後，方
certificate by the relevant 確認物業銷售所得收入
government authorities and fulfilling （即物業所有權的風險與
the terms of the binding sale 回報轉移至買家的時間
agreements, which is taken to be the 點）。就確認收入之日前
point in time when the risks and 已售物業收取的按金與
rewards of ownership of the 分期付款計入財務狀況
property have passed to the buyer. 表作預售按金。
Deposits and instalments received on
properties sold prior to date of
revenue recognition are included in
the statement of financial position
under pre-sale deposits.
F-331
ANNUAL REPORT 2018



b) Revenue from sales of goods are b) 貨品銷售收入於貨品付
recognised when goods are 運至客戶處所時（即客
delivered at customers’ premises 戶已接受貨品及所有權
which is taken to be the point in 的相關風險與回報的時
time when the customer has 間點）確認入賬。收入不
accepted the goods and the related 包括增值稅或其他銷售
risks and rewards of ownership. 稅，並已扣減任何貿易
Revenue excludes value added tax or 折扣。
other sales taxes and is after
deduction of any trade discounts.
c) Building management service income c) 樓宇管理服務收入於提

is recognised over the relevant 供服務之有關期間確認
period in which the services are 入賬。
rendered.
d) Revenue from hotel operations and d) 酒店營運及有關服務之

related services is recognised when 收入在提供有關服務時
the relevant services are provided. 確認入賬。
F-332


e) Interest income from a financial asset e) 金融資產之利息收入乃
is recognised as it accrues on a time 根據尚未償還本金額及
basis, by reference to the principal 適用實際利率，按時間
outstanding and at the effective 基準累計確認入賬，而
interest rate applicable, which is the 實際利率乃將估計未來
rate that exactly discounts the 現金收入通過金融資產
estimated future cash receipts 預計有效期準確地折現
through the expected life of the 為該資產之賬面淨值之
financial asset to that asset’s net 利率。
carrying amount.
f) Dividend income from investments is f) 投資之股息收入於本集

recognised when the Group’s rights 團收取股息之權利確立
to receive payment is established. 時確認入賬。
g) Rental income receivable under g) 經營租約之應收租金收

operating leases is recognised in 入於有關租賃期以直線
profit or loss on a straight-line basis 法在損益確認入賬。
F-333
ANNUAL REPORT 2018



h) When the outcome of a construction h) 倘能夠可靠估計建造合
contract can be estimated reliably, 約之結果時，建築收入
construction revenue is recognised 按完工百分比之方法，
using the percentage of completion 參照：(a)直至當日已進
method, measured by reference to 行之工程產生合約成本
(a) the proportion that contract costs 佔估計合約總成本之比
incurred for work performed to date 例；或(b)獨立工程師參
to estimated total contract cost or 考合約工程實際完成比
(b) the amount of work certified by 例計算而認可之工程數
independent engineer with reference 額確認入賬。倘未能可
to the completion of physical 靠估計建造合約之結果
proportion of the contract work. 時，會將所產生而有可
When the outcome of a construction 能收回之合約成本確認
contract cannot be estimated 為收入。
reliably, revenue is recognised only
to the extent of contract costs
incurred that it is probable will be
recoverable.
F-334

(s) Translation of foreign currencies (s) 外幣換算

In preparing the financial statements of each 於編製各個別集團實體之財務報表
individual group entity, transactions in 時，倘交易之貨幣與該實體之功能
currencies other than the functional currency of 貨幣不同（指外幣），則以功能貨幣
that entity (foreign currencies) are recorded in （即實體經營業務之主要經濟環境之
the respective functional currency (i.e. the 貨幣）按交易日期適用之匯率換算入
currency of the primary economic environment 賬。於每個報告期末，以外幣列值
in which the entity operates) at the rates of 之貨幣項目按財務狀況表日期適用
exchanges prevailing on the dates of the 之匯率重新換算。以外幣列值按公
transactions. At the end of each reporting 平值入賬之非貨幣項目，按釐定公
period, monetary items denominated in foreign 平值日期之適用匯率重新換算。然
currencies are retranslated at the rates 而，以外幣列值以歷史成本計量之
prevailing on the statement of financial position 非貨幣項目則不作重新換算。
date. Non-monetary items carried at fair value
that are denominated in foreign currencies are
retranslated at the rates prevailing on the date
when the fair value was determined. Non-
monetary items that are measured in terms of
historical cost in a foreign currency are not
retranslated.
Exchange differences arising on the settlement 於結算貨幣項目及換算貨幣項目時

of monetary items, and on the translation of 產生之匯兌差額，於產生期間在損
monetary items, are recognised in profit or loss 益確認。以公平值列賬之非貨幣項
in the period in which they arise. Exchange 目經重新換算後所產生之匯兌差
differences arising on the retranslation of non- 額，會於該期間列入損益，惟將收
monetary items carried at fair value are 益及虧損直接確認為權益之非貨幣
included in profit or loss for the period except 項目經重新換算後所產生之差額則
for differences arising on the retranslation of 除外，在此情況下，匯兌差額亦直
non-monetary items in respect of which gains 接在權益中確認。
and losses are recognised directly in equity, in
which cases, the exchange differences are also
recognised directly in equity.
F-335
ANNUAL REPORT 2018


(s) Translation of foreign currencies (s) 外幣換算（續）

(Continued)
For the purposes of presenting the 就呈列綜合財務報表而言，本集團
consolidated financial statements, the assets 海外經營業務之資產與負債乃按於
and liabilities of the Group’s foreign operations 報告期末之適用匯率換算為本集團
are translated into the presentation currency of 之列賬貨幣（即港元），而該等業務
the Group (i.e. Hong Kong dollars) at the rate 之收入及支出乃按該年度之平均匯
of exchange prevailing at the end of the 率進行換算，除非匯率於該期間內
reporting period, and their income and 出現大幅波動，則會採用於交易當
expenses are translated at the average 日之適用匯率。所產生之匯兌差額
exchange rates for the year, unless exchange （如有）乃於其他全面收益內確認，
rates fluctuate significantly during the period, in 並累計為股權之獨立部分（即匯兌儲
which case, the exchange rates prevailing at the 備）。該匯兌差額乃於海外業務被出
dates of transactions are used. Exchange 售之期間內於損益確認。
differences arising, if any, are recognised in OCI
and accumulated as a separate component of
equity (the translation reserve). Such exchange
differences are recognised in profit or loss in
the period in which the foreign operation is
disposed of.
(t) Borrowing costs (t) 借貸成本

Borrowing costs that are directly attributable to 借貸成本是由一項必須經過較長時
the acquisition, construction or production of an 期準備方可作擬定用途使用或出售
asset which necessarily takes a substantial 的資產的收購、建設或生產而直接
period of time to get ready for its intended use 產生並予以資本化為該項資產成本
or sale are capitalised as part of the cost of 的一部份。其他借貸成本於產生時
that asset. Other borrowing costs are expensed 計入費用。
in the period in which they are incurred.
The capitalisation of borrowing costs as part of 對於符合資本化條件的資產，會於

the cost of a qualifying asset commences when 資產開始產生開支時、開始產生借
expenditure for the asset is being incurred, 貸成本時及就擬定用途或出售進行
borrowing costs are being incurred and 所需準備活動時將借貸成本資本
activities that are necessary to prepare the 化。當符合資本化條件的資產為達
asset for its intended use or sale are in 到擬定用途或銷售所需的絕大部分
progress. Capitalisation of borrowing costs is 準備活動中斷或已完成，將暫停或
suspended or ceases when substantially all the 停止借貸成本資本化。
activities necessary to prepare the qualifying
asset for its intended use or sale are
interrupted or completed.
F-336

(u) Government grants (u) 政府補貼

Government grants are recognised as income 政府補貼按需要配對相關成本之期
over the periods necessary to match them with 間確認為收入。有關可折舊資產之
the related costs. Grants related to depreciable 補貼列賬為自相關資產賬面值所作
assets are presented as a deduction from the 之扣減，並按資產可使用年期轉撥
carrying amount of the relevant asset and are 收入。有關開支項目之補貼按該等
released to income over the useful lives of the 開支自綜合損益表扣除之相同期間
assets. Grants related to expense items are 確認，並獨立呈列為其他收入。
recognised in the same period as those
expenses are charged in the consolidated
statement of profit or loss and are reported
separately as other income.
(v) Related parties (v) 關連人士

(a) A person, or a close member of that (a) 在下列情況下，該人士或該人
person’s family, is related to the Group if 士家族之近親與本集團有關
that person: 連：
(i) has control or joint control over the (i) 對本集團有控制權或共

Group; 同控制權之人士；
(ii) has significant influence over the (ii) 對本集團有重大影響力

Group; or 之人士；或
(iii) is a member of the key management (iii) 本集團或本集團母公司

personnel of the Group or the 之主要管理人員。
Group’s parent.

the following conditions applies: 與本集團有關連：
(i) the entity and the Group are (i) 該實體及本集團為同一

members of the same group (which 集團之成員公司（即母公
means that each parent, subsidiary 司、附屬公司及同系附
and fellow subsidiary is related to 屬公司各自互有關連）
；
the others);
F-337
ANNUAL REPORT 2018


(v) Related parties (Continued) (v) 關連人士（續）

(b) (Continued) (b) （續）
(ii) one entity is an associate or joint (ii) 其中一個實體為另一實
venture of the other entity (or an 體（或其中一間集團成員
associate or joint venture of a 公司之聯營公司或合營
member of a group of which the 公司而另一實體為成員
other entity is a member); 公司之一）之聯營公司或
合營企業；
(iii) both entities are joint ventures of the (iii) 兩個該實體為同一第三

same third party; 方之合營企業；
(iv) one entity is a joint venture of a third (iv) 其中一個實體為一名第

entity and the other entity is an 三方之合營企業，而另
associate of the third entity; 一實體為該第三方之聯
營公司；
(v) the entity is a post-employment (v) 該實體為就本集團或與

benefit plan for the benefit of 本集團有關之實體之僱
employees of either the Group or an 員福利而設之退休福利
entity related to the Group; 計劃；
(vi) the entity is controlled or jointly (vi) 該實體為由(a)段所指明

controlled by a person identified in 之人士控制或共同控制；
(a);
(vii) a person identified in (a)(i) has (vii) (a)(i)分段所指之人士對

significant influence over the entity 該實體有重大影響力，
or is a member of the key 或該人士為該實體（或該
management personnel of the entity 實體母公司）之主要管理
(or of a parent of the entity); and 人員；及
(viii) the entity, or any member of a group (viii) 實體或實體作為集團任

of which it is a part, provides key 何成員公司其中一部分
management personnel services to 向本集團或本集團的母
the Group or to the Group’s parent. 公司提供主要管理人員
服務。
F-338

(v) Related parties (Continued) (v) 關連人士（續）

Close members of the family of a person are 一位人士的直系親屬成員是指有關
those family members who May be expected to 人士在與實體交易時，預期可影響
influence, or be influenced by, that person in 或受該人士影響的親屬成員，包括：
their dealings with the entity and include:
(i) that person’s children and spouse of (i) 該人士的子女及境內合夥人之

domestic partner; 配偶；
(ii) children of that person’s spouse or (ii) 該人士配偶或境內合夥人之子

domestic partner; and 女；及
(iii) dependents of that person or that person’s (iii) 該人士、其配偶或境內合夥人

spouse or domestic partner. 之贍養家屬。
JUDGMENTS AND KEY SOURCES 因素之主要來源
In the application of the Group’s accounting policies, 於應用本集團會計政策時，本公司董事須

the directors of the Company are required to make 對無法依循其他途徑即時得知之資產及負
judgements, estimates and assumptions about the 債賬面值作出判斷、估計及假設。該等估
carrying amounts of assets and liabilities that are not 計及相關假設乃根據過往經驗及認為相關
readily apparent from other sources. The estimates 之其他因素而作出。實際結果可能有別於
and associated assumptions are based on historical 該等估計。
experience and other factors that are considered to
be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are 該等估計及相關假設會持續檢討。修訂會

reviewed on an ongoing basis. Revisions to 計估計時，如有關修訂僅影響修訂估計之
accounting estimates are recognised in the period in 期間，則修訂會計估計會於該段期間確
which the estimate is revised if the revision affects 認；如修訂影響當期及以後期間，則於修
only that period, or in the period of the revision and 訂期間及以後期間確認。
future periods if the revision affects both current and
future periods.
F-339
ANNUAL REPORT 2018

(Continued)
The following are the key assumptions concerning 以下為有關未來之主要假設及於報告期末
the future, and other key sources of estimation 估計不明朗因素之其他主要來源，其有極
uncertainty at the end of the reporting period, that 大風險導致需對下一個財政年度資產及負
have a significant risk of causing a material 債賬面值造成重大調整。
adjustment to the carrying amounts of assets and
liabilities within the next financial year.
Estimated net realisable value of 發展中物業及持作出售物業之

properties under development and held 估計可變現淨值
for sale
Management reviews the net realisable value of the 每當有任何事件或情況轉變而顯示本集團
Group’s properties under development and held for 資產之賬面值高於可變現淨值，管理層會
sale with reference to its estimated costs to 根據其估計完成成本、擬定用途及現行市
completion, intended use and current market 場狀況審閱發展中及持作出售物業之可變
environment whenever events or changes in 現淨值。如有客觀證據顯示資產已減值，
circumstances indicate that the carrying amount of 則將有關資產適當地撇銷至其估計可變現
the assets exceeds its net realisable value. 淨值，並於損益確認撇銷金額。
Appropriate write-off to estimated net realisable
value is recognised in profit or loss when there is
objective evidence that the asset is impaired.
In determining whether write-off of properties under 釐定發展中物業及持作出售物業是否需要

development and held for sale is required, the Group 撇銷時，本集團會考慮此等物業之擬定用
takes into consideration the intended use of the 途、估計完成成本、現行市場狀況、此等
properties, the estimated costs to completion, the 物業之估計市值及╱或預期收取之未來現
current market environment, the estimated market 金流量之現值。確認之撇銷款額乃估計未
value of the properties and/or the present value of 來現金流量及估計市值兩者之較高者。如
future cash flows expected to receive. Write-off is 市場環境╱情況或估計完成成本有重大轉
recognised based on the higher of estimated future 變，而令該等物業權益之可變現淨值減
cash flows and estimated market value. If the market 少，則可能須作出額外撇銷虧損。於二零
environment/circumstances or estimated costs to 一八年十二月三十一日，發展中及持作出
completion changes significantly, resulting in a 售物業的賬面值為81,083,528,000港元（二
decrease in the net realisable value of these 零一七年：75,239,834,000港元）
（扣除累
properties interest, additional write-off loss may be 計減值虧損335,619,000港元（二零一七
required. As at 31st December, 2018, the carrying 年：812,180,000港元））。
amounts of properties under development and held
for sale are HK$81,083,528,000 (2017:
HK$75,239,834,000) (net of accumulated impairment
loss of HK$335,619,000 (2017: HK$812,180,000)).
F-340
(Continued)
Estimated impairment of loan 應收貸款及其他應收賬款之估

receivables and other receivables 計減值
In determining whether there is objective evidence of 於釐定是否存在減值虧損之客觀證據時，
impairment loss, the Group takes into consideration 本集團考慮估計之未來現金流量。減值虧
the estimation of future cash flows. The amount of 損乃按資產之賬面值與估計未來現金流量
the impairment loss is measured as the difference 現值（不包括仍未發生的未來信貸虧損）間
between the asset’s carrying amount and the present 之差額計量，而有關現金流量現值乃以金
value of estimated future cash flows (excluding future 融資產之原實際利率（即初步確認時用於
credit losses that have not been incurred) discounted 計算之實際利率）折現得出。倘實際未來
at the financial asset’s original effective interest rate 現金流量低於預期，則可能產生重大減值
(i.e. the effective interest rate computed at initial 虧損。於二零一八年十二月三十一日，應
recognition). Where the actual future cash flows are 收貸款及其他應收賬款之賬面值分別為
less than expected, a material impairment loss may 216,021,000港元（二零一七年：
arise. As at 31st December, 2018, the carrying 112,583,000港元）（扣除呆賬撥備
amounts of loan receivables and other receivables 25,121,000港元（二零一七年：25,121,000
are HK$216,021,000. (2017: HK$112,583,000) (net of 港元））及4,921,711,000港元（二零
allowance for doubtful debts of HK$25,121,000 (2017: 一七年：4,532,674,000港元）
（扣除呆賬撥
HK$25,121,000)) and HK$4,921,711,000 (2017: 備123,548,000港元（二零一七年：
HK$4,532,674,000) (net of allowance for doubtful 123,170,000港元））。詳情載於附註26及
debts of HK$123,548,000 (2017: HK$123,170,000)), 27。
respectively. More details are given in notes 26 and
27.
Estimation of fair value of investment 估計投資物業之公平值

properties
Investment properties were revalued as at 31st 投資物業於二零一八年十二月三十一日由
December, 2018 based on the appraised market 獨立專業估值師按經評定之市值進行重
value by independent professional valuer. Such 估。有關估值乃根據若干假設進行，故當
valuations were based on certain assumptions, which 中仍有不明確因素，並可能會與實際結果
are subject to uncertainty and might materially differ 有重大差異。於作出估計時，本集團已考
from the actual results. In making the estimate, the 慮活躍市場中類似物業之現行市價，並運
Group considers information from current prices in an 用主要根據各報告期末之市況作出之假
active market for similar properties and uses 設。
assumptions that are mainly based on market
conditions existing at the end of each reporting
period.
F-341
ANNUAL REPORT 2018

(Continued)
Estimation of fair value of investment 估計投資物業之公平值（續）

properties (Continued)
The fair value measurement utilises market 公平價值計量於可行範圍內盡量使用市場
observable inputs and data as far as possible. Inputs 可觀察輸入數據及數據。於釐定公平價值
used in determining fair value measurements are 計量時使用的輸入數據，根據所運用估值
categorised into different levels based on how 技術中使用的輸入數據的可觀察程度，分
observable the inputs used in the valuation 類為不同層級（「公平價值層級」）：
technique utilised are (the “fair value hierarchy”):
• Level 1: Quoted prices in active markets for • 層級1：相同項目於活躍市場的報價

identical items (unadjusted); （未作調整）；
• Level 2: Observable direct or indirect inputs • 層級2：直接或間接可觀察的輸入數

other than Level 1 inputs; 據（不包括層級1 輸入數據）
；
• Level 3: Unobservable inputs (i.e. not derived • 層級3：不可觀察的輸入數據（即並

from market data). 非源自市場數據）。
The classification of an item into the above levels is 項目於上述層級的分類乃根據所使用的對

based on the lowest level of the inputs used that has 該項目之公平價值計量有重大影響的輸入
a significant effect on the fair value measurement of 數據的最低層級確定。項目在層級之間的
the item. Transfers of items between levels are 轉移於發生期間確認。
recognised in the period they occur.
The principal assumptions for the Group’s estimation 本集團估計公平值時所作之主要假設包括

of the fair value include those related to current 相同地點及狀況之類似物業之現行市值租
market rents for similar properties in the same 金、適當之折現率、預計未來市值租金及
location and condition, appropriate discount rates, 未來維修保養成本。於二零一八年十二月
expected future market rents and future maintenance 三十一日，投資物業之賬面值為
costs. The carrying amount of investment properties 12,571,809,000港元（二零一七年：
at 31st December, 2018 was HK$12,571,809,000 10,904,879,000港元）。詳情載於附註16。
(2017: HK$10,904,879,000). More details are given in
note 16.
F-342
(Continued)
PRC enterprise income tax 中國企業所得稅

The Group is subject to income taxes in the PRC. As 本集團須繳交中國所得稅。由於地方稅務
a result of the fact that certain matters relating to 局仍未確定有關所得稅之若干事項，故釐
the income taxes have not been confirmed by the 定所得稅撥備時須基於現行稅法、法規及
local tax bureau, objective estimate and judgment 其他相關政策作出客觀估計及判斷。倘該
based on currently enacted tax laws, regulations and 等事項最終之稅務結果與原先入賬之金額
other related policies are required in determining the 不同，則會影響差額變現期間之所得稅及
provision of income taxes to be made. Where the 稅項撥備。
final tax outcome of these matters is different from
the amounts originally recorded, the differences will
have impact on the income tax and tax provisions in
the period in which the differences realise.
PRC land appreciation tax (“LAT”) 中國土地增值稅（「土地增值

稅」）
The Group is subject to LAT in the PRC. The 本集團須繳交中國土地增值稅。土地增值
provision of LAT is based on management’s best 稅之撥備乃基於管理層對有關中國稅務法
estimates according to the understanding of the 律及法規所載規定之理解作出之最佳估
requirements set forth in the relevant PRC tax laws 計。實際土地增值稅負債於物業開發項目
and regulations. The actual LAT liabilities are subject 竣工後由稅務機關釐定。本集團尚未與稅
to the determination by the tax authorities upon the 務機關就其若干物業開發項目完成釐定土
completion of the property development projects. 地增值稅計算方法及付款。最終結果可能
The Group has not finalised its LAT calculation and 有別於初步入賬之款額。
payments with the tax authorities for its certain
property development projects. The final outcome
could be different from the amounts that were
initially recorded.
F-343
ANNUAL REPORT 2018

(Continued)
Revenue recognition 收入確認

Revenue from sales of properties is recognised over 物業銷售收入於本集團的履約並未產生讓
time when the Group’s performance do not create an 本集團有替代用途之資產，且本集團對至
asset with an alternative use to the Group and the 今已完成履約之付款具有可強制執行之權
Group has an enforceable right to payment for 利時按一段時間確認；否則，收入於買方
performance completed to date; otherwise, revenue 取得對已竣工物業的控制權時確認。由於
is recognised at a point in time when the buyer 與客戶的合約限制，本集團不得更改或替
obtains control of the completed property. The 換物業單位或將物業單位重新定向為另一
Group may not change or substitute the property 用途，因此物業單位對本集團並無其他用
unit or redirect the property unit for another use due 途。然而，是否存在可強制執行的支付權
to the contractual restrictions with the customer and 取決於銷售合約條款及適用於合約的適用
thus the property unit does not have an alternative 法律的解釋。該等決定需要作出重大判
use to the Group. However, whether there is an 斷。本集團已就銷售合約付款權的可執行
enforceable right to payment depends on the terms 性獲得法律顧問意見。管理層根據法律顧
of sales contract and the interpretation of the 問意見使用判斷將銷售合約分為有權付款
applicable laws that apply to the contract. Such 與無權付款。
FGVGTOKPCVKQP TGSWKTGU UKIPKƂECPV LWFIOGPVU 6JG
Group has obtained legal counsel opinion regarding
the enforceability of the right to payment for sales
contracts. Management uses judgments, based on
legal counsel opinion, to classify sales contracts into
those with right to payment and those without the
right.
F-344
(Continued)
Revenue recognition (Continued) 收入確認（續）

The Group recognises property development revenue 本集團參考於報告日期完全履行履約責任
over time by reference to the progress towards 的進度，按一段時間確認物業發展收入。
complete satisfaction of the performance obligation 該進度乃根據本集團為履行履約責任而作
at the reporting date. The progress is measured 出的努力或輸入，參考截至報告期末所產
based on the Group’s efforts or inputs to the 生的合約成本佔合約各物業單位估計總成
satisfaction of the performance obligation, by 本的百分比計量。本集團根據物業類型、
reference to the contract costs incurred up to the 總建築面積及可售建築面積計算成本分
end of reporting period as a percentage of total 配。於確定估計總成本完整性及於報告日
estimated costs for each property unit in the 完全履行履約責任所取得進展的準確性
contract. The Group calculated the cost allocation 時，需作出重大判斷與估計。本集團制定
DCUGF QP V[RG QH RTQRGTVKGU ITQUU CPF UCNGCDNG ƃQQT 了月度編製預算成本與估計竣工進度的標
CTGCU 5KIPKƂECPV LWFIOGPVU CPF GUVKOCVKQPU CTG 準，其中管理層審查施工進度與履約責任
required in determining the completeness of the 程度。管理層審查的內容包括但不限於，
estimated total costs and the accuracy of progress 為完成履約責任而產生的成本。未來期間
towards complete satisfaction of the performance 成本估計變動或會對本集團確認的收入產
obligation at the reporting date. The Group has a 生影響。於作出上述估計時，本集團依賴
standard monthly cost budgeting and estimate 過往經驗及承包商的工作和（倘適用）測量
completion process in which management reviews the 師。
development progress and execution of the
performance obligations. As part of this process,
management reviews information including but not
limited to, the cost to achieve the schedule. Changes
in cost estimates in future periods can have effect on
the Group’s revenue recognised. In making the above
estimations, the Group relies on past experience and
work of contractors and, if appropriate, surveyors.
F-345
ANNUAL REPORT 2018

6. CAPITAL RISK MANAGEMENT 6. 資本風險管理
The Group manages its capital to ensure that entities 本集團管理資本之目的乃確保本集團內各

in the Group will be able to continue as a going 實體可以持續方式經營，同時透過優化負
concern while maximising the return to owners of the 債與股權間之平衡，為本公司擁有人帶來
Company through the optimisation of the debt and 最大回報。本集團之整體策略自上一年度
equity balance. The Group’s overall strategy remains 起維持不變。
unchanged from prior year.
The capital structure of the Group consists of debt, 本集團資本架構由負債（包括附註35及36

which includes the borrowings disclosed in notes 35 所披露之借貸）、現金及等同現金及本公
and 36, cash and cash equivalents and equity 司擁有人應佔權益（包括已發行股本、儲
attributable to owners of the Company, comprising 備、累計溢利及非控股權益）所組成。
issued share capital, reserves and accumulated
profits, and non-controlling interests.
The directors of the Company review the capital 本公司董事每半年檢討資本架構一次。在

structure on a semi-annual basis. As part of this 檢討之過程中，董事會考慮資本成本及與
review, the directors consider the cost of capital and 各類資本有關之風險。本集團會根據董事
the risks associated with each class of capital. Based 之推薦建議，透過派付股息、發行新股、
on recommendations of the directors, the Group will 購回股份及發行新債或贖回現有負債，平
balance its overall capital structure through the 衡其整體資本架構。
payment of dividends, new share issues and share
buy-backs as well as the issue of new debt or the
redemption of existing debt.
Consistent with others in the industry, the Group 與業內其他公司一致，本集團按資產負債

monitors capital on the basis of the gearing ratio. 比率監察資本。有關比率以債務淨額除以
This ratio is calculated as net debt divided by total 資本總額計算。債務淨額以銀行及其他借
capital. Net debt is calculated as total bank and 貸總額加應付票據減銀行結存、存款及現
other borrowings plus notes payable less bank 金計算。資本總額計算為綜合財務狀況表
balances, deposits and cash. Total capital is 所示之「股權」加債務淨額。
calculated as “equity”, as shown in the consolidated
statement of financial position, plus net debt.
F-346
6. CAPITAL RISK MANAGEMENT 6. 資本風險管理（續）

(Continued)
The gearing ratios at 31st December, 2018 and 2017 於二零一八年及二零一七年十二月三十一

were as follows: 日之資產負債比率如下：
2018 2017
HK$’000 HK$’000
千港元千港元
Total bank and other borrowings 銀行及其他借貸總額

(note 35) （附註35） 50,301,219 42,925,236
Notes payable (note 36) 應付票據（附註36） 4,704,598 3,900,000
Less: Bank balances, deposits and 減：銀行結存、存款及
cash (note 33) 現金（附註33） (23,152,884) (20,921,650)
Net debt 債務淨額 31,852,933 25,903,586
Total capital 資本總額 64,412,346 56,720,167
Gearing ratio 資產負債比率 50% 46%
F-347
ANNUAL REPORT 2018


FINANCIAL RISK MANAGEMENT
(a) Categories of financial instruments (a) 金融工具分類

The following table shows the carrying amount 下表示列金融資產及負債的賬面值：
of financial assets and liabilities:
2018 2017
HK$’000 HK$’000
千港元千港元

— Loan receivables — 應收貸款 216,021 112,583
— Trade and other receivables — 應收貿易及其他賬款 4,896,468 4,518,586
— Amounts due from associates — 應收聯營公司款項 1,228,259 757,418
— Amounts due from joint — 應收合營企業款項
ventures 3,015,072 4,141,267
— Amounts due from — 應收附屬公司
non-controlling shareholders 非控股股東款項
— Pledged bank deposits — 已抵押銀行存款 4,201,597 329,237
— Bank balances, deposits and — 銀行結存、存款
cash 及現金 23,152,884 20,921,650
Available-for-sale investments 可供出售投資 — 325,839
through profit or loss 金融資產 426,941 —
Financial liabilities 金融負債

Amortised costs 攤銷成本
— Trade and other payables — 應付貿易及其他賬款 19,616,373 15,473,700
— Property rental deposits — 物業租金按金 122,336 126,151
— Amounts due to joint — 應付合營企業款項
ventures 3,518,574 2,258,285
— Amount due to the ultimate — 應付最終控股公司
holding company 款項 52,571 411,592
— Amount due to an — 應付一間中間控股
company 3,209 21,034
— Amounts due to fellow — 應付同系附屬公司
subsidiaries 款項 1,377 587,869
— Amounts due to non- — 應付附屬公司非控股
subsidiaries 2,395,404 2,529,004
— Bank and other borrowings — 銀行及其他借貸 50,301,219 42,925,236
— Notes payable — 應付票據 4,704,598 3,900,000
— Loan from a fellow subsidiary — 一間同系附屬公司
貸款 206,897 214,286
F-348

(Continued)

objectives and policies
Exposure to market risks (currency risk, interest 本集團在日常業務過程中面臨市場
rate risk and other price risk), credit risk and 風險（貨幣風險，利率風險及其他價
liquidity risk arises in the normal course of the 格風險）、信貸風險及流動資金風
Group’s business. The policies on how to 險。減輕該等風險之政策現載列如
mitigate these risks are set out below. The 下。管理層管理及監控上述風險，
management manages and monitors these 以確保可合時有效地實施適當措施。
exposures to ensure appropriate measures are
implemented on a timely and effective manner.
Market risk 市場風險

The Group’s activities expose it primarily to the 本集團之業務主要面對匯率、利率
financial risks of changes in foreign currency 及股本證券價格變動之財務風險。
rates, interest rates and equity security prices. 市場風險進一步以敏感度分析計
Market risk exposures are further measured by 量。本集團面對之市場風險或其管
sensitivity analysis. There has been no 理及計量風險之方式並無重大變
significant change to the Group’s exposure to 動。各類市場風險之詳情載述如下：
market risks or the manner in which it manages
and measures the risk. Details of each type of
market risks are described as follows:
(i) Currency risk (i) 貨幣風險

The Group’s revenue are mostly 本集團之收入大部分以人民幣
denominated in Renminbi (“RMB”), （「人民幣」）列值，然而，本集
however, the Group also undertakes 團亦進行以外幣列值之若干交
certain transactions denominated in 易，故需面對貨幣風險。此
foreign currencies, hence exposures to 外，貨幣風險亦來自向中國附
currency risk. In addition, the currency risk 屬公司提供資金。給予附屬公
also arises from funding to its subsidiaries 司之貸款一般以人民幣列值，
in the PRC. These loans to its subsidiaries 而資金來源則一般以港元及美
are normally denominated in RMB while 元（「美元」）列值。
the sources of funding are usually
denominated in Hong Kong dollars and
United States dollars (“US$”).
Since Hong Kong dollars is being pegged 由於港元與美元掛鈎，港元兌

to US$, material fluctuations in exchange 美元匯率出現大幅波動的機會
rates of Hong Kong dollars against US$ 極微。
are remote.
F-349
ANNUAL REPORT 2018


(Continued)

The Group currently does not use any 本集團目前並無使用任何衍生
derivative contracts to hedge against its 工具合約對沖其貨幣風險。管
exposure to currency risk. The 理層乃透過密切監察外幣匯率
management manages its currency risk by 變動以管理其外幣風險，並會
closely monitoring the movement of the 於有需要時考慮對沖重大貨幣
foreign currency rate and consider 風險。
hedging significant foreign currency
exposure should the need arise.
The following table details the Group’s 下表詳列本集團於二零一八年

exposure as at 31st December, 2018 that 十二月三十一日來自以相關實
the currency risk arising from recognised 體功能貨幣及美元以外之貨幣
assets or liabilities denominated in a 列值之已確認資產或負債所產
currency other than the functional 生之貨幣風險。
currency and US$ of the entity to which
they relate.
2018 2017
RMB’000 RMB’000
人民幣千元人民幣千元
Bank balances, deposits and 銀行結存、存款及現金

cash 13,863 15,194
Short-term loans to 授予附屬公司之
subsidiaries 短期貸款 7,615,665 7,448,665
Gross exposure arising from 已確認資產所產生之

recognised assets 風險總額 7,629,528 7,463,859
F-350

(Continued)

The following table indicates the 下表列示倘本集團於報告期末
approximate change in the Group’s profit 面對重大風險的外幣匯率於該
after tax and accumulated profits that 日出現變動時，本集團除稅後
would arise if foreign exchange rates to 溢利及累計溢利之概約變動
which the Group has significant exposure （假設所有其他風險變數維持
at the end of the reporting period had 不變）。敏感度分析乃假設外
changed at that date, assuming all other 幣匯率變動應用於重估本集團
risk variables remained constant. The 於報告期末持有並面對外滙風
sensitivity analysis assumes that the 險的金融工具，包括本集團內
change in foreign exchange rates had 部公司間應付款項及應收款
been applied to re-measure those financial 項，該等款項以貸方或借方的
instruments held by the Group which 功能貨幣外的貨幣列值。
expose the Group to foreign currency risk
at the end of the reporting period,
including inter-company payables and
receivables within the Group which are
denominated in a currency other than the
functional currencies of the lender or the
borrower.
2018 2017
Increase/ Increase/
Appreciation/ (decrease) in Appreciation/ (decrease) in
(depreciation) profits after (depreciation) profits after
in foreign tax and in foreign tax and
exchange accumulated exchange accumulated
rate profits rate profits
除稅後溢利除稅後溢利
外幣匯率及累計溢利外幣匯率及累計溢利
升值╱（貶值）增加╱（減少）升值╱（貶值）增加╱（減少）
HK$’000 HK$’000
千港元千港元
Renminbi 人民幣 5% 438,480 5% 444,277

(5%) (438,480) (5%) (444,277)
F-351
ANNUAL REPORT 2018


(Continued)

(ii) Interest rate risk (ii) 利率風險
The Group is exposed to fair value 本集團就已抵押銀行存款、固
interest rate risk in relation to pledged 定利率銀行及其他借貸以及應
bank deposits, fixed-rate bank and other 付票據（有關該等存款、借貸
borrowings and notes payable (see notes 及票據之詳情，請參閱附註
33, 35 and 36 for details of these 33、35及36）面臨公平值利率
deposits, borrowings and notes). The 風險。本集團旨在維持以浮動
Group aims at keeping borrowings at 利率借貸。本集團目前並無對
variable rates. Currently, the Group does 沖政策。然而，管理層會監察
not have hedging policy. However, the 利率風險，並會於有需要時考
management monitors interest rate 慮對沖重大利率風險。
exposure and will consider hedging
significant interest rate risk should the
need arise.
The Group’s exposures to interest rates on 本集團就金融負債面臨之利率

financial liabilities are detailed in the 風險詳情已載於本附註流動資
liquidity risk management section of this 金風險管理一節。本集團之現
note. The Group’s cash flow interest rate 金流量利率風險主要集中於來
risk is mainly concentrated on the 自本集團港元及人民幣借貸產
fluctuation of HIBOR and benchmark rate 生之香港銀行同業拆息及中國
in the PRC arising from the Group’s HKD 基準利率波動。基準利率為中
and RMB borrowings. Benchmark rate is 國人民銀行公佈的現行基準貸
the prevailing benchmark lending interest 款年利率4.35%（二零一七年：
rate promulgated by People’s Bank of 4.35% ）
（「基準利率」）。
China, being 4.35% (2017: 4.35%) per
annum (the “benchmark”).
F-352

(Continued)

It is the Group’s policy to keep its 本集團之政策旨在維持以浮動
borrowings at floating rate of interests so 利率借貸，藉以將現金流量利
as to minimise the cash flow interest rate 率風險降至最低。本集團亦就
risk. The Group is also exposed to cash 浮動利率應收（應付）關連人士
flow interest rate risk in relation to 款項、應收貸款、銀行結存及
amounts due from (to) related parties with 浮動利率銀行及其他借貸（有
variable interest rates, loan receivables, 關該等結存、銀行結存及借貸
bank balances and variable-rate bank and 之詳情，請參閱附註19、20、
other borrowings (see notes 19, 20, 27(a), 27(a) 、29、30、31、32、33
29, 30, 31, 32, 33 and 35 for details of 及35）面臨現金流量利率風險。
these balances, bank balances and
borrowings).

The sensitivity analysis below has been 以下敏感度分析乃基於衍生及
determined based on the exposure to 非衍生工具於報告期末之利率
interest rates for both derivatives and 風險釐定。編製此分析時乃假
non-derivative instruments at the end of 設於報告期末之未收取資產及
the reporting period. The analysis is 未償還負債金額為全年之金
prepared assuming the amount of asset 額。向主要管理人員內部匯報
and liability outstanding at the end of the 利率風險時，採用50個基點之
reporting period was outstanding for the 增減，其代表管理層對利率合
whole year. A 50 basis points increase or 理可能變動之評估。
decrease is used when reporting interest
rate risk internally to key management
personnel and represents management’s
assessment of the reasonably possible
change in interest rates.
F-353
ANNUAL REPORT 2018


(Continued)

If interest rates had been 50 basis points 倘利率上升╱下跌50個基點而
higher/lower and all other variables were 所有其他可變數維持不變，本
held constant, the Group’s profit for the 集團截至二零一八年十二月
year ended 31st December, 2018 would 三十一日止年度之溢利會
decrease/increase by HK$43,013,000 減少 ╱ 增加43,013,000港元
(2017: HK$27,793,000). This is mainly （二零一七年：27,793,000港
attributable to the Group’s exposure to 元）。此變化主要來自本集團
interest rates on its variable-rate bank and 就其浮動利率銀行及其他借貸
other borrowings and bank balances. 以及銀行結存所面臨之利率風
險。
F-354

(Continued)

(iii) Other price risk (iii) 其他價格風險
The Group is exposed to equity price risk 本集團就投資於上市可供出售
arising from its investment in listed 投資及按公平值計入損益之金
available-for-sale investments and financial 融資產而面臨股權價格風險。
assets at fair value through profit or loss. 管理層維持具有不同風險之投
The management manages this exposure 資組合以管理該等風險。本集
by maintaining a portfolio of investments 團之股權價格風險主要集中於
with different risks. The Group’s equity 在聯交所報價之上市股權工
price risk is mainly concentrated on listed 具。此外，本集團已委派特別
equity instruments quoted in the Stock 團隊監控價格風險，並將於有
Exchange. In addition, the Group has 需要時考慮對沖所面臨之風
appointed a special team to monitor the 險。
price risk and will consider hedging the
risk exposure should the need arise.

The sensitivity analysis below has been 以下敏感度分析乃基於報告期
determined based on the exposure to 末所面臨之股權價格風險釐
equity price risks at the end of the 定。
reporting period.
If the prices of the respective equity 倘各股權工具之價格上升╱下

instruments had been 5% higher/lower: 降5%：
F-355
ANNUAL REPORT 2018


(Continued)

(iii) Other price risk (Continued) (iii) 其他價格風險（續）
Profits after tax and accumulated profits 本集團之除稅後溢利及累計溢
would increase/decrease by HK$753,000 利將增加 ╱ 減少753,000港元
(2017: investment valuation reserve would （二零一七年：投資重估儲備
increase/decrease by HK$2,218,000) for 增加 ╱ 減少2,218,000港元），
the Group as a result of the changes in 乃由於上市金融資產之公平值
fair value of listed financial assets. 發生變動。
Credit risk 信貸風險

The Group is exposed to credit risk in relation 本集團面臨有關其應收貿易及其他
to its trade and other receivables and cash 賬款和銀行現金存款的信貸風險。
deposits with banks.
The carrying amounts of trade and other 應收貿易及其他賬款、受限制現金

receivables, restricted cash, and cash and cash 和現金及等同現金之賬面值為本集
equivalents represent the Group’s maximum 團就金融資產所面臨最大信貸風險。
GZRQUWTG VQ ETGFKV TKUM KP TGNCVKQP VQ ƂPCPEKCN
assets.
F-356

(Continued)

To manage this risk, bank deposits are mainly 為管理該風險，銀行存款主要存置
RNCEGF YKVJ UVCVGQYPGF ƂPCPEKCN KPUVKVWVKQPU 於信貸質素較高的國有金融機構及
and reputable banks which are all high-credit- 聲譽卓著的銀行。本集團管理層已
SWCNKV[ ƂPCPEKCN KPUVKVWVKQPU 6JG OCPCIGOGPV QH 委派一支團隊負責釐定信貸限額、
the Group has delegated a team responsible for 信貸批核及其他監察程序，以確保
determination of credit limits, credit approvals 會採取跟進行動收回逾期債務。此
and other monitoring procedures to ensure that 外，本集團會於各報告期末審閱各
follow-up action is taken to recover overdue 項個別貿易債務之可收回金額，以
debts. In addition, the Group reviews the 確保就不可收回款項作出足夠之減
recoverable amount of each individual trade 值虧損。就此而言，本公司董事認
debt at the end of each reporting period to 為本集團並無重大信貸集中風險，
ensure that adequate impairment losses are 且有關風險分散於大量對手方及客
made for irrecoverable amounts. In this regard, 戶。就其他應收賬款而言，管理層
the directors of the Company consider the 定期根據過往償付紀錄及過往經
)TQWR JCU PQ UKIPKƂECPV EQPEGPVTCVKQPU QH ETGFKV 驗，對其他應收賬款的可收回程度
risk, with exposure spread over a large number 作出集體評估以及個別評估。本公
of counterparties and customers. For other 司董事認為本集團其他應收賬款的
receivables, management makes periodic 尚未償還結餘並無固有的重大信貸
collective assessments as well as individual 風險。
assessment on the recoverability of other
receivables based on historical settlement
records and past experience. The directors of
the Company believe that there is no material
credit risk inherent in the Group’s outstanding
balance of other receivables.
The credit risk on liquid funds is limited 由於對手方乃國際信貸風險評級機

because the counterparties are banks with high 構給予高信貸評級之銀行，故此流
credit ratings assigned by international credit- 動資金信貸風險有限。
rating agencies.
F-357
ANNUAL REPORT 2018


(Continued)

Other than concentration of credit risk on liquid 除就存放於多間具高信貸評級之銀
funds which are deposited with several banks 行之流動資金所面臨之集中信貸風
with high credit ratings, the Group does not 險外，本集團並無其他重大之信貸
have any other significant concentration of 集中風險。
credit risk.
The Group considers the probability of default 本集團於初步確認金融資產時考慮

WRQP KPKVKCN TGEQIPKVKQP QH C ƂPCPEKCN CUUGV CPF 違約概率及於各報告期間考慮信貸
YJGVJGT VJGTG JCU DGGP C UKIPKƂECPV KPETGCUG KP 風險有否持續顯著增加。為評估信
credit risk on an ongoing basis throughout each 貸風險有否顯著增加，本集團比較
reporting period. To assess whether there is a 資產於報告日期發生違約的風險與
UKIPKƂECPV KPETGCUG KP ETGFKV TKUM VJG )TQWR 於初步確認日期違約的風險。本集
compares the risk of a default occurring on the 團考慮可獲取的合理有據的前瞻性
asset as at the reporting date with the risk of 資料，尤其納入下列指標：
default as at the date of initial recognition. It
considers available reasonable and supportive
forward-looking information. Especially the
following indicators are incorporated:
• internal credit rating • 內部信貸評級
• external credit rating • 外部信貸評級
r CEVWCN QT GZRGEVGF UKIPKƂECPV CFXGTUG • 預期導致債務人履行責任的能

EJCPIGU KP DWUKPGUU ƂPCPEKCN QT GEQPQOKE 力出現重大變動的業務、財務
conditions that are expected to cause a 或經濟狀況的實際或預期重大
UKIPKƂECPV EJCPIG VQ VJG FGDVQToU CDKNKV[ 不利變動
to meet its obligations
r CEVWCN QT GZRGEVGF UKIPKƂECPV EJCPIGU KP • 債務人經營業績的實際或預期

the operating results of the debtors 重大變動
r UKIPKƂECPV EJCPIGU KP VJG GZRGEVGF • 債務人的預期表現及行為的重

performance and behaviour of the 大變動，包括債務人於本集團
debtors, including changes in the payment 付款狀況的變動及債務人經營
status of debtors in the Group and 業績的變動
changes in the operating results of the
debtors.
F-358

(Continued)

Trade receivables 應收貿易賬款
6JG )TQWR CRRNKGU VJG UKORNKƂGF CRRTQCEJ VQ 本集團採用香港財務報告準則第9號
providing for expected credit losses prescribed 所允許之簡化方法計提預期信貸虧
by HKFRS 9, which permits the use of the 損，該方法允許就應收貿易賬款使
lifetime expected loss provision for trade 用預期存續期虧損撥備。
receivables.
As at 31st December, 2018, the loss allowance 於二零一八年十二月三十一日，虧

provision was determined as follows. The 損撥備釐定如下。以下預期信貸虧
expected credit losses below also incorporated 損亦包含了前瞻性資料。
forward looking information.
90 days
Trade receivables 0–30days 31–90days to 1 year Total

As at 31st December, 2018, the gross carrying 於二零一八年十二月三十一日，應

amount of trade receivables was 收貿易賬款的賬面總值為
HK$248,854,000. (2017: HK$260,479,000) and 248,854,000港元（二零一七年︰
the maximum exposure to loss was 260,479,000港元），而最大虧損為
HK$19,083,000 (2017: HK$16,356,000). The 19,083,000港元（二零一七年︰
Group made no write-off of trade receivables 16,356,000港元）。本集團於年內並
during the year (2017: nil). 無撇銷應收貿易賬款（二零一七年：
無）。
For the amounts due from associates, joint 應收聯營公司、合營企業及附屬公

ventures and non-controlling shareholders of 司非控股股東款項方面，由於本集
subsidiaries, the Group considered the ECL 團已持續收款，概無違約紀錄，故
impairment was insignificant as there have been 本集團認為預期信貸虧損減值並不
continuous payments with no history of default. 重大。
F-359
ANNUAL REPORT 2018


(Continued)

Liquidity risk 流動資金風險
The Group has net current assets amounting to 於二零一八年十二月三十一日，本
approximately HK$47,889,262,000 at 31st 集團擁有流動資產淨值約
December, 2018. 47,889,262,000港元。
In the management of the liquidity risk, the 於管理流動資金風險方面，本集團

Group monitors and maintains a level of cash 監察及維持現金及等同現金於管理
and cash equivalents deemed adequate by the 層視為充足之水平，以支付本集團
management to finance the Group’s operations 營運所需，並減輕現金流量波動之
and mitigate the effects of fluctuations in cash 影響。管理層監察銀行及其他借貸
flows. The management monitors the utilisation 之用途，以確保符合貸款契約之規
of bank and other borrowings and ensures 定。
compliance with loan covenants.
The Group relies on bank and other borrowings 本集團依賴銀行及其他借貸作為主

as a significant source of liquidity. As at 31st 要流動資金來源。於二零一八年
December, 2018, the Group has available 十二月三十一日，本集團之未動用
unutilised bank loan facilities of approximately 銀行貸款融資約為15,566,987,000港
HK$15,566,987,000 (2017: HK$11,362,356,000). 元（二零一七年：11,362,356,000港
Details of which are set out in note 35. 元）。有關詳情載於附註35。
The following table details the Group’s 下表詳列本集團之金融負債之剩餘

remaining contractual maturity for its financial 合約期限。就非衍生金融負債而
liabilities. For non-derivative financial liabilities, 言，該表乃根據金融負債之未折現
the table has been drawn up based on the 現金流量以本集團可被要求還款之
undiscounted cash flows of financial liabilities 最早日期為基準編製。該表已列入
based on the earliest date on which the Group 利息及本金現金流量。
can be required to pay. The table includes both
interest and principal cash flows.
F-360

(Continued)

Liquidity risk (Continued) 流動資金風險（續）
Weighted
% HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
liabilities
company
subsidiaries
— fixed rate — 固定利率 7.12% 147,223 — — 147,223 140,949
— fixed rate — 固定利率 5.68% 2,875,571 — — 2,875,571 2,777,012
— fixed rate — 固定利率 4.53% 7,305,123 7,957,210 5,329,046 20,591,379 17,044,936
— fixed rate — 固定利率 5.21% — 5,479,479 — 5,479,479 4,704,598
貸款 — 206,897 — 206,897 206,897
40,009,968 40,554,920 9,044,851 89,609,739 80,922,558

respect of credit facilities 合營企業所獲授信
granted to associates and 貸融資之財務擔保
joint ventures
F-361
ANNUAL REPORT 2018


(Continued)

Liquidity risk (Continued) 流動資金風險（續）
Weighted
% HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
2017 二零一七年
liabilities
company
subsidiaries
— fixed rate — 固定利率 6.68% 251,291 — — 251,291 241,221
— variable rate — 浮動利率 5.46% 1,313,217 — — 1,313,217 1,269,879
— Fixed rate — 固定利率 4.55% 784,778 — — 784,778 763,096
— fixed rate — 固定利率 5.80% 8,221,053 7,950,426 4,015,018 20,186,497 16,542,985
— fixed rate — 固定利率 4.75% 4,015,781 — — 4,015,781 3,900,000
貸款 — 214,286 — 214,286 214,286
41,771,024 28,059,192 5,751,556 75,581,772 68,447,157

respect of credit facilities 合營企業所獲授信
granted to associates and 貸融資之財務擔保
joint ventures
F-362

(Continued)
(c) Fair values (c) 公平值

fair value 工具
The following table presents the fair value 根據香港財務報告準則第13號
of financial instruments measured at 31st 「公平值計量」所界定的三個公
December, 2018 on a recurring basis, 平值層級，於二零一八年十二
categorised into the three-level fair value 月三十一日按經常性基準計量
hierarchy as defined in HKFRS 13, “Fair 的金融工具的公平值呈列於下
Value Measurement”. The level into which 表。公平值計量所歸類的層級
a fair value measurement is classified is 乃參照以下估算方法所用輸入
determined with reference to the 數據的可觀察程度及重要程度
observability and significance of the inputs 而釐定：
used in the valuation technique as follows:
• Level 1 (highest level): fair values • 第一級（最高等級）：利用

measured using quoted prices 在活躍市場中相同金融
(unadjusted) in active markets for 工具的報價（未經調整）
identical financial instruments 計量公平值
• Level 2: fair values measured using • 第二級：利用在活躍市

quoted prices in active markets for 場中類似金融工具的報
similar financial instruments, or using 價，或所有重要輸入均
valuation techniques in which all 直接或間接基於可觀察
significant inputs are directly or 市場數據之估值技術計
indirectly based on observable 量公平值
market data
• Level 3 (lowest level): fair values • 第三級（最低等級）

：利用
measured using valuation techniques 各項重要輸入均非基於
in which any significant input is not 可觀察市場數據之估值
based on observable market data 技術計量公平值
F-363
ANNUAL REPORT 2018


(Continued)

At 31st December, 2018, the Group had 於二零一八年十二月三十一
following financial instruments carried at 日，本集團以下金融工具按以
fair value all of which are based on the 公平值等級制度之第一級及第
Level 1 and Level 3 of the fair value 三級計算之公平值入賬：
hierarchy:
Fair value measurements as

at 31st December,
2018 categorised into
Fair value
at 31st
December,
於2018年
12月31日
HK$’000 HK$’000 HK$’000 HK$’000
Assets 資產
value through profit 之金融資產
or loss
— Listed — 上市 15,053 15,053 — —
— Unlisted — 非上市 411,888 — — 411,888
426,941 15,053 — 411,888
Fair value measurements as

at 31st December,
2017 categorised into
Fair value
at 31st
December,
於2017年
12月31日
HK$’000 HK$’000 HK$’000 HK$’000
Assets 資產
Available-for-sale 可供出售投資
investments
— Listed — 上市 44,367 44,367 — —
F-364

(Continued)

During the year ended 31st December, 截至二零一八年十二月三十一
2018, there were no significant transfers 日止年度，第一級及第二級金
between financial instruments in Level 1 融工具之間並無任何重大轉移
and Level 2, or transfer in and out of 第三級亦無轉入及轉出。
Level 3.
(ii) Fair values of financial (ii) 並非以公平值計值之

instruments carried at other 金融工具之公平值
than fair value
The carrying amounts of the Group’s 本集團金融工具之賬面值按成
financial instruments carried at cost or 本或攤銷成本入賬，該等賬面
amortised cost were not materially 值與於二零一七年十二月
different from their fair values as at 31st 三十一日之公平值並無重大差
December, 2017. 異。
F-365
ANNUAL REPORT 2018


(Continued)

(iii) The fair values of financial assets and (iii) 金融資產及金融負債之公平值
financial liabilities are determined as 按以下方式釐定：
follows:
The fair values of financial assets with 至於附有標準條款及條件，並
standard terms and conditions and traded 於活躍流動市場買賣之金融資
on active liquid markets are determined 產，其公平值乃按市場之活躍
with reference to quoted active bid prices 買賣盤報價釐定；而其他金融
and ask prices respectively; and the fair 資產及金融負債之公平值乃根
values of other financial assets and 據公認之定價模式，以可觀察
financial liabilities are determined in 之當期市場交易價作輸入數據
accordance with generally accepted 按折現現金流量分析而釐定。
pricing models based on discounted cash
flow analysis using prices or rates from
observable current market transactions as
input.
8. REVENUE 8. 收入
Revenue represents the aggregate of the net 收入指從第三方已收及應收款項淨額之總
amounts received and receivable from third parties, 數（扣除應付之中國稅項）。本集團年內收
net of tax payable in the PRC. An analysis of the 入之分析如下：
Group’s revenue for the year is as follows:
2018 2017
HK$’000 HK$’000
千港元千港元
Sales of properties 物業銷售 21,207,257 29,862,706

Rental income and building 租金收入及樓宇管理服務
management service income 收入 1,614,335 1,456,841
Income from hotel operations 酒店營運收入 236,009 196,758
Sales of goods 出售貨品 72,746 89,744
Others 其他 103,297 96,993
23,233,644 31,703,042
F-366
9. OTHER GAINS, NET 9. 其他收益，淨額
2018 2017
HK$’000 HK$’000
千港元千港元

Exchange (loss)/gain 匯兌（虧損）╱ 收益 (281,254) 440,910
Government subsidy 政府補貼 17,080 15,388
Interest income from bank 銀行利息收入 152,126 139,128
Interest income from loan to 貸款予一間聯營公司帶來
an associate 之利息收入 69,095 6,844
Interest income from loans to 貸款予合營企業帶來之
joint ventures 利息收入 119,413 186,774
Interest income from 非控股權益帶來之
non-controlling interests 利息收入 13,421 17,170
Others 其他 251,638 181,592
349,184 994,129
10. FINANCE COSTS 10. 融資成本
2018 2017
HK$’000 HK$’000
千港元千港元
Finance costs on interest bearing 計息借貸融資成本

borrowings 3,285,328 2,946,788
Less: amounts capitalised 減：資本化款項 (2,009,762) (1,984,910)
1,275,566 961,878
Borrowing costs capitalised during the year arose 年內資本化之借貸成本源自特定借貸。

from specific borrowings.
The capitalisation rate of borrowings was 5.21% 截至二零一八年十二月三十一日止年度，

(2017: 5.14%) for the year ended 31st December, 借貸資本化比率為5.21%（二零一七年：
2018. 5.14% ）。
F-367
ANNUAL REPORT 2018

11. DIRECTORS’ EMOLUMENTS 11. 董事酬金
Directors emoluments disclosed pursuant to Section 根據香港公司條例（第622章）第383條及公

383 of the Hong Kong Companies Ordinance (Cap. 司（披露董事利益資料）規例（第622G章）
622) and the Companies (Disclosure of information 披露的董事酬金如下：
about Benefits of Directors) Regulation (Cap.622G) is
as follows:
Other emoluments
其他酬金
Retirement
Salaries benefit
and other scheme Total
Fees benefits Bonuses contributions emoluments
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Wang Xu 王旭 — 3,216 — 18 3,234

Xue Ming 雪明 — 480 — 18 498
Han Qingtao 韓清濤 — 2,774 — 18 2,792
Ye Liwen 叶黎聞 — 2,809 — 18 2,827
Zhu Weirong 竺偉荣 — 2,743 — 18 2,761
Total 合計 1,256 12,022 — 90 13,368
F-368
11. DIRECTORS’ EMOLUMENTS 11. 董事酬金（續）

(Continued)
Other emoluments
其他酬金
Retirement
Salaries benefit
and other scheme Total
Fees benefits Bonuses contributions emoluments
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
2017 二零一七年
Wang Xu 王旭 — 3,251 1,255 18 4,524

Xue Ming 雪明 — 437 — 18 455
Han Qingtao 韓清濤 — 3,251 1,255 18 4,524
Ye Liwen 叶黎聞 — 2,801 1,146 18 3,965
Zhu Weirong 竺偉荣 — 2,801 1,146 18 3,965
Total 合計 1,122 12,541 4,802 90 18,555
Notes: 附註：
In each of the two years ended 31st December, 2018 and 2017, no 於截至二零一八年及二零一七年十二月三十一日止兩
emoluments were paid by the Group to the directors, as an 個年度各年，本集團概無向任何董事支付酬金作為鼓
inducement to join or upon joining the Group or as a compensation 勵加盟或於加盟本集團時之獎勵或離職補償。於截至
for loss of office. None of the directors has waived any emoluments 二零一八年及二零一七年十二月三十一日止兩個年度
during each of the two years ended 31st December, 2018 and 各年，概無董事放棄任何酬金。
2017.
F-369
ANNUAL REPORT 2018

12. FIVE HIGHEST PAID INDIVIDUALS 12. 五位最高薪酬人士
Of the five individuals with the highest emoluments 本集團五位最高薪酬人士中，並無（二零

in the Group, none of them is the director (2017: 一七年：四位）本公司董事（其酬金載於上
four) of the Company whose emoluments are 文附註11）。五位（二零一七年：一位）最
included in the disclosure in note 11 above. The 高薪酬人士之酬金如下：
emoluments of the five (2017: one) highest paid
individuals are as follows:
2018 2017
HK$’000 HK$’000
千港元千港元
Salaries and other benefits 薪金及其他福利 15,538 2,541

Bonuses 花紅 1,742 1,266
Retirement benefits scheme 退休福利計劃供款
contributions 536 234
17,816 4,041
The emoluments of the five (2017: one) highest paid 五位（二零一七年：一位）最高薪酬人士之

individuals were within the following bands: 酬金介乎以下組別：
2018 2017
Number of Number of
employee employee
HK$2,500,001 to HK$3,000,000 2,500,001港元至3,000,000

港元 — —
HK$3,000,001 to HK$3,500,000 3,000,001港元至3,500,000
港元 3 —
HK$3,500,001 to HK$4,000,000 3,500,001港元至4,000,000
港元 2 —
HK$4,000,001 to HK$4,500,000 4,000,001港元至4,500,000
港元 — 1
F-370
13. PROFIT BEFORE INCOME TAX 13. 除所得稅開支前溢利

EXPENSE
Profit before income tax expense is arrived at after 除所得稅開支前溢利已扣除 ╱（計入）：
charging/(crediting):
2018 2017
HK$’000 HK$’000
千港元千港元
Staff costs 員工成本

— directors’ emoluments (note 11) — 董事酬金（附註11） 13,368 18,555
— other staff costs — 其他員工成本 1,016,506 950,862
— other staff’s retirement benefit — 其他員工退休福利
scheme contributions 計劃供款 146,376 146,854
1,176,250 1,116,271
Amortisation of prepaid lease 攤銷預付租賃款項

payments (included in administrative （計入行政開支之內）
expenses) 10,764 10,160
equipment 138,205 124,950
Total depreciation and amortisation 折舊及攤銷總額 148,969 135,110
Auditor’s remuneration 核數師酬金

— audit fee — 審計費 8,350 7,900
— disbursements — 墊付款 880 850
Cost of inventories recognised as 確認為開支之存貨成本
expenses 13,240,545 23,852,608
Gain on disposal of investment 出售投資物業之收益
properties (3,822) (5,326)
Loss on disposal of property, 出售物業、廠房及設備之
plant and equipment 虧損 15,667 10,343
Impairment loss on trade receivables 應收貿易賬款之減值虧損 2,727 —
Impairment loss on other receivables 其他應收賬款之減值虧損 378 —
Operating lease rentals in respect of 以下各項之經營租賃租金
— rented premises — 租賃物業 38,080 41,192
Property rental income and building 物業租金收入及樓宇管理
management service income, net of 服務收入（扣除直接開支
direct expenses of HK$630,632,000 630,632,000港元
(2017: HK$537,411,000) （二零一七年：
537,411,000港元） (983,703) (919,430)
F-371
ANNUAL REPORT 2018

14. INCOME TAX EXPENSE 14. 所得稅開支
2018 2017
HK$’000 HK$’000
千港元千港元
The charge comprises: 開支包括：

Hong Kong Profits Tax 香港利得稅 — —
PRC Enterprise Income Tax 中國企業所得稅 1,168,499 925,756
PRC withholding income tax 中國預扣所得稅 991 632
LAT 土地增值稅 1,628,112 1,329,043
2,797,602 2,255,431
Deferred taxation 遞延稅項 25,884 67,118
2,823,486 2,322,549
Hong Kong Profits Tax is calculated at 16.5% (2017: 香港利得稅乃就本年度估計應課稅溢利按

16.5%) of the estimated assessable profit for the 稅率16.5%（二零一七年：16.5% ）計算。
year. No provision for Hong Kong Profits Tax has 由於兩個年度均無應課稅溢利，故並無就
been made as there is no assessable profit for both 香港利得稅作出撥備。
years.
The PRC Statutory Enterprise Income Tax is 中國法定企業所得稅乃根據本年度估計應

calculated at 25% based on the estimated assessable 課稅溢利按稅率25%計算。
profit for the year.
The PRC withholding income tax of 10% has been 同系附屬公司股息收入所得收益徵收10%

levied on gain arising on dividend income from a 中國預扣所得稅。
fellow subsidiary.
Details of deferred taxation are set out in note 41. 遞延稅項詳情載於附註41。
Certain PRC subsidiaries are also subject to the PRC 若干中國附屬公司亦須繳交中國土地增值

LAT which is levied at progressive rates ranging from 稅，此稅項乃就物業升值部分（即出售物
30% to 60% on the appreciation of properties, being 業所得款項減可扣減開支，包括土地使用
the proceeds from sales of properties less deductible 權成本和開發及建築成本）按介乎30%至
expenditure including costs of land use rights and 60%之累進稅率徵收。
development and construction.
F-372
The income tax expense for the year can be 年內所得稅開支與綜合損益表中之除所得

reconciled to the profit before income tax expense in 稅開支前溢利對賬如下：
the consolidated statement of profit or loss as
follows:
2018 2017
HK$’000 HK$’000
千港元千港元
Tax at PRC statutory tax rate of 25% 按中國法定稅率25%計算

(2017: 25%) 之稅項（二零一七年：
25% ） 1,356,234 1,222,297
Tax effect of share of results of 分佔聯營公司業績之
associates 稅務影響 13,489 2,521
Tax effect of share of results of 分佔合營企業業績之
joint ventures 稅務影響 (62,592) (49,522)
Tax effect of expenses not deductible 不可作稅務扣減之開支之
for tax purpose 稅務影響 263,583 165,573
Tax effect of income not taxable 毋須課稅之收入之稅務
for tax purpose 影響 (549,192) (350,146)
Tax effect of tax losses not recognised 未確認稅項虧損之稅務
影響 407,042 343,934
Tax effect of utilisation of tax losses 動用之前未確認稅項虧損
previously not recognised 之稅務影響 (43,202) (35,987)
Effect of different tax rates of 於其他司法權區經營之
subsidiaries operating in 附屬公司之不同稅率之
other jurisdictions 影響 81,103 122,697
Effect of tax already subject to LAT 已繳納土地增值稅之
稅務影響 1,241,955 1,040,699
PRC withholding income tax 中國預扣所得稅 991 632
Others 其他 114,075 (140,149)
Income tax expense 所得稅開支 2,823,486 2,322,549
F-373
ANNUAL REPORT 2018

15. EARNINGS PER SHARE 15. 每股盈利
The calculation of the basic and diluted earnings per 年內每股基本及攤薄盈利乃根據下列數據

share for the year is based on the following data: 計算：
2018 2017
HK$’000 HK$’000
千港元千港元
Earnings: 盈利：
Profit for the year attributable to 本公司擁有人應佔年內

owners of the Company 溢利 2,241,590 2,462,061
2018 2017
Number of shares: 股份數目：
Weighted average number of ordinary 計算每股基本及攤薄盈利

shares in issue for the purpose of 之已發行普通股加權
basic and diluted earnings per share 平均數 3,661,537,046 3,661,537,046
The diluted earnings per share for the years ended 由於截至二零一八年及二零一七年十二月
31st December, 2018 and 2017 are the same as basic 三十一日止年度並無具有潛在攤薄影響之
earnings per share presented as there were no 普通股，故每股攤薄盈利與所呈報每股基
potentially dilutive ordinary shares. 本盈利相同。
F-374
16. INVESTMENT PROPERTIES 16. 投資物業
2018 2017
HK$’000 HK$’000
千港元千港元
Level 3 fair value measurement 第三級公平值計量

Additions 添置 — 2,018
Transfer to property, 轉到物業、廠房及
plant and equipment 設備 (40,240) (60,000)
Transfer from/(to) properties held 轉自 ╱（到）持作出售
for sale 物業 1,811,977 (104,103)
Change in fair value 公平值變動 278,932 66,329
Disposals 出售 (11,499) (14,743)
Exchange adjustments 匯兌調整 (372,240) 608,593
The fair values of the Group’s investment properties 本集團投資物業於二零一八年及二零一七

at 31st December, 2018 and 2017 were arrived at on 年十二月三十一日之公平值乃經獨立專業
the basis of a valuation carried out on that date by 測量師兼物業估值師環亞物業顧問有限公
AA Property Services Limited, an independent 司（與本集團概無關連）按該日的估值釐
定。環亞物業顧問有限公司乃香港測量師
professional surveyor and property valuer not
學會之成員，具有合適資格及近期對有關
connected with the Group. AA Property Services
地點之同類型物業進行估值之經驗。該估
Limited is a member of the Hong Kong Institute of
值乃按源自現有租賃之租金收入之資本化
Surveyors, and has appropriate qualifications and 基準或經參考於有關市場可得之可資比較
recent experiences in the valuation of similar 銷售交易而釐定。本集團物業管理人及首
properties in the relevant locations. The valuation 席財務官已於每年兩次估值時與估值師討
were determined either on the basis of capitalisation 論估值假設及估值結果，以便呈列中期及
of rental income derived from existing tenancies or 年度財務報告。
by reference to comparable sales transactions as
available in the relevant market. The Group’s
F-375
ANNUAL REPORT 2018


(Continued)
All of the Group’s property interests held under 本集團所有根據經營租賃持有以賺取租金
operating leases to earn rentals or for capital 或作資本增值用途之物業權益，均利用公
appreciation purposes are measured using the fair 平值模式計量，並分類入賬列作投資物
value model and are classified and accounted for as 業。
investment properties.
The fair value of the Group’s investment properties 於報告期末計量之本集團投資物業之公平

measured at the end of the reporting period is 值乃被分類為按香港財務報告準則第13
categorised as level 3 of fair value hierarchy as 號所釐定的公平值等級制度第三級。
The carrying amounts of investment properties 投資物業之賬面值包括：

comprises:
2018 2017
HK$’000 HK$’000
千港元千港元
Properties held under 在下列地方以下列方式

持有之物業
— medium-term (10–50 years) — 於中國之中期
land use rights in the PRC （10至50年）土地
使用權 12,384,809 10,719,879
12,571,809 10,904,879
F-376

(Continued)
Information about Level 3 fair value 有關第三級公平值計量之資料

measurements
Fair value as at Significant

31st December, Valuation unobservable Range or weighted Relationship of unobservable
2018 techniques* inputs average inputs to fair value
於二零一八年
十二月三十一日重大不可不可觀察輸入數據與
的公平值估值技術* 觀察輸入數據範圍或加權平均公平值的關係
HK$’000
千港元
Completed properties in Hong Kong 187,000 Direct comparison Transaction price HK$24,667 (2017: The higher the transaction price,
於香港的竣工物業直接比較 (HK$/square feet) HK$24,400) the higher the fair value
交易價格 24,667港元交易價格越高，公平值越高
（港元╱平方呎）（二零一七年：
24,400港元）
Completed properties in PRC 9,661,353 Direct comparison Transaction price RMB350–RMB46,600 The higher the transaction price,
於中國的竣工物業直接比較 (RMB/square (2017: RMB3,600– the higher the fair value
metre) RMB45,800) 交易價格越高，公平值越高
交易價格人民幣350元至
（人民幣元╱ 人民幣46,600元
平方米）（二零一七年：
人民幣45,800元）
Completed properties in PRC 2,723,456 Income approach Capitalisation rate 2.7% to 8.5% (2017: The higher the capitalisation rate,
於中國的竣工物業收入法資本化比率 2.7% to 30%) the lower the fair value
2.7%至8.5% 資本化比率越高，公平值越低
（二零一七年：
2.7%至30%）
12,571,809
* Fair value of completed properties is generally derived using * 竣工物業的公平值一般使用直接比較法得出

the direct comparison approach unless reliable market （由於位置或特定用途而缺乏可靠市場資料的
information is not available for certain properties due to their 若干物業除外）。
locations or specialised function uses.
Fair value adjustment of investment properties is 投資物業之公平值調整乃於綜合損益表內

recognised in the line item “increase in fair value of 「投資物業之公平值增加」項目確認。
investment properties” on the face of the
consolidated statement of profit or loss.

the year.
F-377
ANNUAL REPORT 2018

17. PROPERTY, PLANT AND 17. 物業、廠房及設備

EQUIPMENT
Furniture,
傢俬、裝置
酒店物業租賃土地樓宇及設備汽車廠房及機器在建工程合計
Cost or valuation: 成本或估值：
At 1st January, 2017 於二零一七年一月一日 931,460 115,230 1,096,465 254,174 164,313 220,352 605 2,782,599
Additions 添置 — — 4,123 18,853 4,874 3,774 685 32,309

Transfer 轉撥 — — — — — 866 (866) —
Transfer to properties held for sale 轉到持作出售物業 — — (269,537) — — — — (269,537)
Disposals 出售 — — (335) (12,702) (50,585) (13,234) (85) (76,941)
Acquisition of a subsidiary (note 52) 收購一間附屬公司
（附註52） — — 4,978 2,997 161 11,205 — 19,341
Less: Elimination of accumulated 減︰對銷累計折舊
depreciation (44,548) — — — — — — (44,548)
Exchange adjustments 匯兌調整 55,444 — 63,569 12,842 9,238 12,644 32 153,769
At 31st December, 2017 and 於二零一七年

1st January, 2018 十二月三十一日及
二零一八年一月一日 986,904 169,230 905,263 276,164 128,001 235,607 371 2,701,540
Additions 添置 — — 9,059 96,924 1,720 15,743 38 123,484

Transfer 轉撥 — — — — — 38 (38) —
Transfer from properties held for sale 轉自持作出售物業 1,471,548 — 16,933 — — — — 1,488,481
Disposals 出售 — — (19,612) (27,832) (13,528) (2,171) (170) (63,313)
depreciation (54,634) — — — — — — (54,634)
At 31st December, 2018 於二零一八年

十二月三十一日 2,917,241 200,754 890,551 337,203 112,249 241,118 191 4,699,307
Comprising: 包括：
At cost 按成本 — 200,754 890,551 337,203 112,249 241,118 191 1,782,066
At valuation — 2018 按估值 — 二零一八年 2,917,241 — — — — — — 2,917,241
F-378

Furniture,
傢俬、裝置
酒店物業租賃土地樓宇及設備汽車廠房及機器在建工程合計
Accumulated depreciation: 累計折舊：
At 1st January, 2017 於二零一七年一月一日 — 45,994 240,376 159,355 122,836 198,026 — 766,587
Disposals 出售 — — — (12,462) (41,660) (12,476) — (66,598)
Acquisition of a subsidiary (note 52) 收購一間附屬公司
（附註52） — — 825 2,418 155 10,670 — 14,068
Transfer to properties held for sale 轉到持作出售物業 — — (26,641) — — — — (26,641)
Exchange adjustments 匯兌調整 1,536 — 14,580 9,397 5,837 11,530 — 42,880

二零一八年一月一日 — 49,199 256,236 193,423 98,818 213,022 — 810,698
Disposals 出售 — — (5,900) (27,320) (12,815) (1,611) — (47,646)
Exchange adjustments 匯兌調整 (635) — (8,652) (6,191) (3,078) (7,372) — (25,928)

十二月三十一日 — 52,899 268,227 199,817 91,680 208,072 — 820,695
Carrying amounts: 賬面值：

十二月三十一日 2,917,241 147,855 622,324 137,386 20,569 33,046 191 3,878,612
At 31st December, 2017 於二零一七年

十二月三十一日 986,904 120,031 649,027 82,741 29,183 22,585 371 1,890,842
F-379
ANNUAL REPORT 2018


The above items of property, plant and equipment 上述物業、廠房及設備項目均按直線法折

are depreciated using the straight-line basis at the 舊，有關折舊年率如下：
following rates per annum:
Hotel properties 2% 酒店物業 2%

Leasehold land over the lease 租賃土地按租約年期
term
Buildings 2%–18% 樓宇 2%至18%
Furniture, fixtures and equipment 20% 傢俬、裝置及設備 20%
Motor vehicles 20% 汽車 20%

Plant and machinery 5%–23% 廠房及機器 5%至23%
2018 2017
HK$’000 HK$’000
千港元千港元
The carrying amounts of hotel 在下列地方以下列方式持

properties, leasehold land and 有之酒店物業、租賃土地
buildings located at: 及樓宇之賬面值：
the PRC 使用權 3,509,282 1,613,591
3,687,420 1,755,962
F-380

The fair value of the Group’s hotel properties at 31st 本集團酒店物業於二零一八年十二月

December, 2018 was arrived at on the basis of a 三十一日之公平值經獨立專業測量師兼物
valuation carried out on that date by AA Property 業估值師環亞物業顧問有限公司（與本集
Services Limited, an independent professional 團概無關連）按該日之估值釐定。環亞物
surveyor and property valuer not connected with the 業顧問有限公司乃香港測量師學會之成
Group. AA Property Services Limited is a member of 員，具有合適資格及近期對有關地點之同
the Hong Kong Institute of Surveyors, and has 類型物業進行估值之經驗。該估值乃透過
appropriate qualifications and recent experiences in 折現建築成本或採用收入法釐定，即按適
the valuation of similar properties in the relevant 當回報率將過往交易賬目記錄之酒店業務
locations. The valuation were determined by either 收入資本化，以得出物業權益之價值，並
discounting the construction cost or arrived by the 就相關開支及費用作適當撥備。本集團物
income approach, whereby the income derived from 業管理人及首席財務官已於每年兩次估值
the hotel operations with regard to past trading 時與估值師討論估值假設及估值結果，以
accounts are capitalised at an appropriate rate of 便呈列中期及年度財務報告。
return to arrive at the value of the property interests
with due allowance for outgoings and expenses. The
Group’s property manager and the chief financial
officer have discussions with the valuer on the
valuation assumptions and valuation results twice a
year when the valuation is performed for interim and
annual financial reporting.
The fair value of the Group’s hotel properties 於報告期末計量之本集團酒店物業之公平

measured at the end of the reporting period is 值乃被分類為按香港財務報告準則第13號
categorised as Level 3 of fair value hierarchy as 所釐定的公平值等級制度第三級。
F-381
ANNUAL REPORT 2018


Fair value as at Range or Relationship of

31st December, Valuation Significant weighted unobservable
2018 techniques unobservable inputs average inputs to fair value
於二零一八年
十二月三十一日重大不可觀察範圍或不可觀察輸入數據與
的公平值估值技術輸入數據加權平均公平值的關係
HK$’000
Hotel properties in Beijing, 364,368 Income approach Capitalisation rate 9.8% (2017: 9.8%) The higher the
PRC capitalisation rate, the
lower the fair value
於中國北京的酒店物業收入法資本化比率 9.8% 資本化比率越高，
（二零一七年：公平值越低
9.8%）
Estimated profits from RMB6,900 (2017: The higher the estimated

operations (RMB/ RMB6,700) profits, the higher the
square metre) fair value
營運估計溢利人民幣6,900元估計溢利越高，
（人民幣元╱平方米）（二零一七年：公平值越高
人民幣6,700元）
Hotel properties in Wuhan, 2,552,873 Cost approach Adjustment to 0%–44% (2017: The higher the discount
Shunde, Shanghai and construction cost, 16%–30%) rate, the lower the fair
Guiyang, PRC with reference to value
the remaining useful
life
於中國武漢、順德、上海及成本法建築成本調整，參考 0%至44% 折現率越高，
貴陽的酒店物業餘下使用年期（二零一七年：16% 公平值越低
至30%）
Construction cost per RMB9,500–20,000 The higher the

square meter (2017: RMB9,500– construction cost, the
13,000) higher the fair value
每平方米建築成本人民幣9,500元至建築成本越高，
人民幣20,000元公平值越高
（二零一七年：
人民幣13,000元）
2,917,241
F-382

Surplus on revaluation and exchange adjustment of 持作自用物業之重估盈餘及匯兌調整乃於

properties held for own use are recognised in 綜合全面收益表之「物業重估盈餘」確認。
consolidated statement of comprehensive income in
“Surplus arising on revaluation of properties”.
There were no transfers into or out of Level 3 to 於年內第三級並無任何轉入或轉出至其他

other levels during the year. 級別。
18. PREPAID LEASE PAYMENTS 18. 預付租賃款項
2018 2017
HK$’000 HK$’000
千港元千港元

comprise: 包括：
— medium-term land use rights — 於中國之中期土地
in the PRC 使用權 384,358 335,560

comprise: 包括：
— current asset — 流動資產 11,995 10,175
— non-current asset — 非流動資產 372,363 325,385
384,358 335,560
F-383
ANNUAL REPORT 2018

19. INTERESTS IN ASSOCIATES 19. 於聯營公司之權益
2018 2017
HK$’000 HK$’000
千港元千港元
Cost of unlisted investments in 於聯營公司之非上市

associates 投資成本 353,070 334,455
Share of post-acquisition losses and 分佔收購後虧損及儲備，
reserves, net of dividends received 扣除已收股息 (90,532) (38,410)
264,576 298,155
2018 2017
HK$’000 HK$’000
千港元千港元
Amounts due from associates: 應收聯營公司款項：

1,228,259 757,418
The amounts are unsecured and repayable on 有關款項均為無抵押，且須應要求償還或

demand or within one year. 於一年內償還。
F-384

(Continued)
Details of the Group’s principal associates as at 31st 本集團於十二月三十一日之主要聯營公司

December, are as follows: 之詳情如下：
Place of
establishment
Name of associates and business 2018 2017 Principal activities
聯營公司名稱成立及營運地點二零一八年二零一七年主要業務
南寧市柳沙房地產開發有限公司 PRC 30% 30% Property development

（「南寧柳沙房地產」）中國物業發展
濟南世茂新紀元置業有限公司 PRC 25% 25% Property development

（「濟南世茂」）中國物業發展
威海國興置業有限公司（「威海國興」） PRC 30% 30% Property development

中國物業發展
濰坊市中南錦悅房地產開發有限公司 PRC 30% — Property development

（「濰坊中南錦悅」) 中國物業發展
蘇州宏景置業有限公司（「蘇州宏景」） PRC 40% — Property development

中國物業發展
The above table lists the associates of the Group 董事認為，上表列出對本集團之業績或資

which in the opinion of the directors, principally 產有重大影響之本集團聯營公司，並認為
affected the results or assets of the Group. To give 如將其他聯營公司之資料詳細列出，會令
details of other associates would, in the opinion of 資料過於冗長。
the directors, result in particulars of excessive length.
F-385
ANNUAL REPORT 2018


(Continued)
Additions during the year ended 31st December, 截至二零一八年及二零一七年十二月

2018 and 2017 mainly included the investments in a 三十一日止年度增加主要包括聯同第三方
number of property development companies together 投資數家物業發展公司。對本集團而言概
with third parties. None of the acquisition was 無任何收購屬個別重大。收購概要如下：
individually significant to the Group. Summary of the
acquisitions are as follows:
For the year ended 31st December, 截至二零一八年十二月三十一

2018 日止年度
Total
濰坊中南錦悅蘇州宏景總計
HK$’000 HK$’000 HK$’000

Assets 資產 886,939 2,517,343 3,404,282
Liabilities 負債 (887,945) (2,466,170) (3,354,115)
Identifiable net assets 可識別淨資產 (1,006) 51,173 50,167
Reconciliation to the 與本集團於聯營公司

Group’s interests in associates: 的權益對賬：
Cash consideration for 收購現金代價
the acquisition 3,448 23,449 26,897
F-386

(Continued)
For the year ended 31st December, 截至二零一七年十二月

2017 三十一日止年度
Total
濟南世茂威海國興總計
HK$’000 HK$’000 HK$’000

Assets 資產 2,791,630 683,394 3,475,024
Liabilities 負債 (2,690,363) (629,038) (3,319,401)
Identifiable net assets 可識別淨資產 101,267 54,356 155,623
Reconciliation to the 與本集團於聯營公司

Group’s interests in associates: 的權益對賬：
Cash consideration for 收購現金代價
the acquisition (29,761) (17,857) (47,618)
Fair values of the Group’s share 本集團應佔可識別
of identifiable net assets 淨資產之公平值 29,761 17,308 47,069
Goodwill 商譽 — 549 549
F-387
ANNUAL REPORT 2018


(Continued)

material associate
南寧柳沙房地產
2018 2017
HK$’000 HK$’000
千港元千港元
As at 31st December 於十二月三十一日
Current liabilities 流動負債 (1,024,739) (559,002)
Non-current liabilities 非流動負債 — (416,667)

Current financial liabilities 流動金融負債（不包括

(excluding trade and other payable) 應付貿易及其他賬款） (814,751) (170,055)

(excluding other payable) 其他應付賬款） — (416,667)
Year ended 31st December 截至十二月三十一日

止年度
Revenue 收入 834 1,282
Net loss and total comprehensive 虧損淨額及全面收益總額

income (103,953) (16,083)

Depreciation and amortisation 折舊及攤銷 (151) (145)
Interest income 利息收入 150 —
Interest expense 利息開支 (93,144) (4,238)
Income tax expense 所得稅開支 (1,407) (1,349)
F-388

(Continued)

information to the carrying amount of the interest in 認的聯營公司權益的賬面值的對賬：
the associate recognised in the consolidated financial
statements:
2018 2017
HK$’000 HK$’000
千港元千港元
Net assets 資產淨值 716,068 848,070

interest 30% 30%
Group’s share of net assets 本集團分佔資產淨值 214,820 254,421


Aggregate information of associates 非個別重大的聯營公司資料匯

2018 2017
HK$’000 HK$’000
千港元千港元

Group’s share of losses 本集團分佔虧損 (22,768) (5,258)
F-389
ANNUAL REPORT 2018

20. INTERESTS IN JOINT VENTURES 20. 於合營企業之權益
2018 2017
HK$’000 HK$’000
千港元千港元
Cost of unlisted investments 於合營企業之非上市投資

in joint ventures 成本 7,635,284 4,035,953
Share of post-acquisition profit/(loss) 分佔收購後溢利 ╱（虧損）
and reserves, net of dividends 及儲備，扣除已收股息
received 138,111 (79,001)
7,773,395 3,956,952
2018 2017
HK$’000 HK$’000
千港元千港元
Amounts due from joint ventures: 應收合營企業款項：

— Fixed rate of 8% — 固定利率8% 435,437 1,206,940
— 110% of benchmark rate — 110%中國基準
in the PRC 利率 538,550 736,355
3,015,072 4,141,267
Amounts due to joint ventures: 應付合營企業款項：

— Interest-free — 不計息 741,562 1,495,189
— Fixed rate of 4.35% — 固定利率4.35% 1,154,023 611,905
— Fixed rate of 5.34% — 固定利率5.34% 243,678 151,191
— Fixed rate of 6.85% — 固定利率6.85% 1,379,311 —
3,518,574 2,258,285
The amounts are unsecured and repayable on 有關款項均為無抵押，且須應要求償還。

demand.
F-390

(Continued)
Details of the Group’s principal joint ventures as at 本集團於十二月三十一日之主要合營企業

31st December, are as follows: 之詳情如下：
Place of
establishment
Name of joint ventures and business 2018 2017 Principal activities
合營企業名稱成立及營運地點二零一八年二零一七年主要業務
深圳市保利劇院演出經營有限公司 PRC 45% 45% Theatre management

中國劇院管理
上海盛垣房地產有限公司（「上海盛垣」） PRC 50% 50% (i) Investment holding

中國投資控股
上海保利盛冠投資有限公司 PRC 50% 50% Investment holding

中國投資控股
廣西保利領秀投資有限公司 PRC 46.7% 46.7% Property development

中國物業發展
桂林保利文化投資發展有限公司 PRC 50% 50% Investment holding

中國投資控股
上海隆奕投資管理有限公司 PRC 50% 50% Property Investment

中國物業投資
上海隆威投資管理有限公司 PRC 50% 50% Investment holding

中國投資控股
上海金嵐投資有限公司 PRC 50% 50% Investment holding

中國投資控股
F-391
ANNUAL REPORT 2018


(Continued)
Place of
establishment
Name of joint ventures and business 2018 2017 Principal activities
合營企業名稱成立及營運地點二零一八年二零一七年主要業務
深圳市保誠房地產開發有限公司 PRC 50% 50% Property development

（「深圳保誠房地產」）中國物業發展
深圳市保達房地產開發有限公司 PRC 50% 50% Property development

（「深圳保達房地產」）中國物業發展
武漢常陽潤力房地產開發有限公司 PRC 64.3% 64.3% Property development

（「武漢常陽潤力」）中國物業發展
濟南萬保盛輝房地產開發有限公司 PRC 33% 33% (ii) Property development

（「濟南萬保」）中國物業發展
寧波上湖置業有限公司（「寧波上湖」） PRC 33% 33% (ii) Property development

中國物業發展
Win Loyal Development Limited HK 30% (iii) — Property development

（「 Win Loyal 」）香港物業發展
F-392

(Continued)
The above table lists the joint ventures of the Group 董事認為，上表列出對本集團之業績或資
which in the opinion of the directors, principally 產有重大影響之本集團合營企業，並認為
affected the results or assets of the Group. To give 如將其他合營企業之資料詳細列出，會令
details of other joint ventures would, in the opinion 資料過於冗長。
of the directors, result in particulars of excessive
length.
Notes: 附註：
(i) The Group acquired an additional 50% equity interest of 上海 (i) 本集團於二零一七年收購上海盛衍額外50%股
盛衍 in 2017 and thus accounted for as a subsidiary of the 權，因而其作為本集團附屬公司入賬。上海盛
Group. 上海盛衍 holds 50% equity interest in 上海盛垣, 衍持有上海盛垣（一家於中國註冊成立的投資
which is an investment holding company in the PRC. After 控股公司）50%股權。收購上海盛衍後，上海
the acquisition of 上海盛衍, 上海盛垣 becomes joint venture 盛垣成為本集團的合營企業。詳情請參閱附註
of the Group. For details, please refer to note 52. 52。
(ii) The Group acquired 33% equity interests in 濟南萬保 and 寧 (ii) 本集團於二零一七年以總代價4,700萬港元分
波上湖 respectively at a total consideration of HK$47 million 別收購濟南萬保及寧波上湖33%股權，以擴大
in 2017 to expand business in property development. 物業開發業務。
(iii) The Group newly acquired 30% equity interest in Win Loyal (iii) 本集團於二零一八年以總代價3,749,739,000港
through acquired a fully owned subsidiary, Active Success 元收購一間全資附屬公司Active Success
Consultants Limited at a total consideration of Consultants Limited ，藉此新收購Win Loyal
HK$3,749,739,000 in 2018 in expand business in property 30%股權以擴大澳門的物業開發業務。
development in Macau.
F-393
ANNUAL REPORT 2018


(Continued)
Summarised financial information in respect of the 本集團重大合營企業的財務資料概要載列

Group’s material joint ventures are set out below: 如下：
深圳保誠房地產
2018 2017
HK$’000 HK$’000
千港元千港元
Current liabilities 流動負債 (558,263) (107,517)
Non-current liabilities 非流動負債 (886,667) (1,058,333)


(excluding trade and other payable) （不包括應付貿易及其他
賬款） (557,342) (104,959)

(excluding other payable) （不包括其他應付賬款） (886,667) (1,058,333)
F-394

(Continued)
Year ended Year ended

31st 31st
December, December,
2018 2017
截至截至
十二月十二月
三十一日三十一日
止年度止年度
Revenue 收入 — —
Net loss and total comprehensive loss 虧損淨額及全面虧損總額 (22,926) (26,499)

2018 2017
HK$’000 HK$’000
千港元千港元
Net assets 資產淨值 1,985,834 2,080,228

interest 50% 50%

carrying amount 賬面值 992,917 1,040,114
F-395
ANNUAL REPORT 2018


(Continued)
上海盛垣
2018 2017
HK$’000 HK$’000
千港元千港元
Non-current assets 非流動資產 122,030 713

Cash and cash equivalents 現金及等同現金 109,430 1,022,907

(excluding trade and other payable) （不包括應付貿易及其他
賬款） (1,312,184) (3,663,105)

(excluding other payable) （不包括其他應付賬款） — —
Year ended Year ended

31st 31st
December, December,
2018 2017
截至截至
十二月十二月
三十一日三十一日
止年度止年度
Revenue 收入 3,435,888 —
Net loss and total comprehensive loss 虧損淨額及全面虧損總額 (257,623) —
F-396

(Continued)

2018 2017
HK$’000 HK$’000
千港元千港元
Net assets 資產淨值 2,712,101 3,002,987

interest 50% 50%

carrying amount 賬面值 1,356,051 1,501,494
Aggregate information of joint ventures 非個別重大的合營企業資料匯

2018 2017
HK$’000 HK$’000
千港元千港元
Carrying amount of not individually 綜合財務報表中非個別重

material joint ventures in 大合營企業的賬面值
the consolidated financial statements 5,424,427 1,415,344
Group’s share of profit/(loss) 本集團分佔溢利 ╱（虧損） 390,644 (44,867)
F-397
ANNUAL REPORT 2018

21. FINANCIAL ASSETS AT FAIR VALUE 21. 按公平值計入損益之金融資

THROUGH PROFIT OR LOSS 產
2018 2017
HK$’000 HK$’000
千港元千港元
Financial assets at fair value through 按公平值計入損益之金融

profit or loss 資產
— Equity securities listed in — 於香港上市之股本證券
Hong Kong (note a) （附註a ） 15,053 —
— Unlisted equity securities — 非上市股本證券
(note a, b) （附註a 、b ） 411,888 —
426,941 —
(a) Available-for-sale financial assets were classified (a) 於二零一八年一月一日首次應用香

to financial assets measured at FVPL upon the 港財務報告準則第9號後，可供出售
initial application of HKFRS 9 on 1st January, 金融資產分類為按公平值計入損益
2018 (see note 2(c)). 之金融資產（見附註2(c) ）。
(b) The unlisted equity securities are shares in Poly (b) 非上市股本證券為Poly Finance Co.,
Finance Co., Limited, a company incorporated Limited（於中國註冊成立的公司，
in PRC and engaged in financial management 從事金融管理服務）的股份。因投資
services. The Group irrevocably designated its 乃為策略目的而持有，故本集團不
investment in Poly Finance Co., Limited at FVPL 可撤銷地將於Poly Finance Co.,
as the investment is held for strategic purposes. Limited的投資指定為按公平值計入
The fair value of the unlisted equity securities 損益。非上市股本證券之公平值基
are determined based on transaction price and 於交易價格及收購日期後產生的因
factors or events that have occurred after the 素或發生的事件而釐定。年內，本
acquisition date. Dividend of HK$7,665,000 was 集團收到該投資之股息為7,665,000
received on this investment during the year. 港元。
F-398
22. DEPOSITS PAID FOR ACQUISITION 22. 收購土地使用權已付按金

OF LAND USE RIGHTS
2018 2017
HK$’000 HK$’000
千港元千港元

Deposits paid 已付按金 334,621 —
Exchange adjustments 匯兌調整 (56,687) 92,354
The deposits were paid by the Group to PRC 本集團在中國已就用作物業發展用途之兩

government authority in connection with the bidding 幅（二零一七年：三幅）土地之招標向中國
of two (2017: three) pieces of land in the PRC for 政府當局支付按金。
property development purpose.
23. DEPOSITS PAID FOR ACQUISITION 23. 收購附屬公司已付按金

OF SUBSIDIARIES
At 31st December, 2017, the amount represented 於二零一七年十二月三十一日的金額指本

deposit paid by the Group in connection with the 集團就收購主要從事物業發展之一間附屬
acquisition of a subsidiary which was mainly engaged 公司已付之按金。然而，該項收購於二零
in property development. However, the acquisition 一八年終止，故按金已全額退還。
was terminated in 2018 and the deposit was fully
refunded.
F-399
ANNUAL REPORT 2018

24. PROPERTIES UNDER DEVELOPMENT 24. 發展中及持作出售物業

AND HELD FOR SALE
2018 2017
HK$’000 HK$’000
千港元千港元
Properties under development located 位於中國的發展中物業

in the PRC
Properties under development located 位於香港的發展中物業
in Hong Kong
Properties held for sale located 位於中國的持作出售物業
in the PRC
Properties held for sale located 位於香港的持作出售物業
in Hong Kong
— Medium term land use rights — 中期租約 7,251,876 —
81,083,528 75,239,834
The impairment loss on properties under 截至二零一八年十二月三十一日止年度，

development and held for sale of HK$10,909,000 於損益中確認發展中及持作出售物業減值
(2017: HK$Nil) is recognised in profit or loss for the 虧損10,909,000港元（二零一七年：零港
year ended 31st December, 2018. 元）。
F-400
25. OTHER INVENTORIES AND 25. 其他存貨及合約成本

CONTRACT COSTS
(a) Other inventories (a) 其他存貨
2018 2017
HK$’000 HK$’000
千港元千港元
Raw materials 原材料 21,219 25,956

Work in progress 在製品 687 602
Finished goods 製成品 24,572 27,499
46,478 54,057
(b) Contract costs (b) 合約成本

2018 2017
HK$’000 HK$’000
千港元千港元
Contract costs 合約成本 465,069 —
Upon the adoption of HKFRS15, opening 採納香港財務報告準則第15號後，

adjustments were made as at 1st January, 2018 本集團於二零一八年一月一日作出
to capitalise certain sales commissions which 期初調整，將過往期間支銷的若干
were expensed in prior periods. 銷售佣金資本化。
Contract costs capitalised as at 31st December, 於二零一八年十二月三十一日之資

2018 relate to the incremental sales 本化合約成本與已付物業代理之銷
commissions paid to property agents whose 售佣金增加有關，該等物業代理的
selling activities resulted in customers entering 銷售活動致使客戶就本集團於報告
into sales and purchase agreements for the 日期仍在建的物業訂立買賣協議。
Group’s properties which are still under 合約成本於相關物業銷售收入確認
construction at the reporting date. Contract 年度的損益表中確認為「銷售開支」
costs are recognised as part of “selling 的一部分。年內於損益確認的資本
expenses” in the statement of profit of loss in 化成本金額為332,053,000港元。年
the year in which revenue from the related 內資本化成本的期初結餘或資本化
property sales is recognised. The amount of 成本並無減值。
capitalised costs recognised in the profit or loss
during the year was HK$332,053,000. There
were no impairment in relation to the opening
balance of capitalised costs or the costs
capitalised during the year.
In the previous years, such sales commissions 於以往年度，該等銷售佣金於產生

were recognised as “selling expenses” when 時確認為「銷售開支」，故就此已於
incurred and therefore an opening balance 二零一八年一月一日作出期初結餘
adjustment was made on 1st January, 2018 in 調整。
this regard.
F-401
ANNUAL REPORT 2018

26. TRADE AND OTHER RECEIVABLES 26. 應收貿易及其他賬款
2018 2017
HK$’000 HK$’000
千港元千港元
Trade receivables 應收貿易賬款 248,854 260,479

Less: Allowance for doubtful debts 減：呆賬撥備 (19,083) (16,356)
229,771 244,123
Other receivables (net of 其他應收賬款（扣除撥備

allowance of HK$123,548,000) 123,548,000港元）
(2017: HK$123,170,000) （二零一七年：
123,170,000港元） 4,921,711 4,532,674
5,151,482 4,776,797
(a) Aging analysis (a) 賬齡分析

The credit terms in connection with sales of 就出售物業授予客戶之信貸期載於
properties granted to the customers are set out 買賣協議，且每份協議之信貸期均
in the sale and purchase agreements and vary 有所不同。由於本集團擁有眾多客
from agreements. There is no concentration of 戶，故此出售物業產生之應收貿易
credit risk with respect to trade receivables 賬款並無集中信貸風險。就向貿易
arising from sales of properties as the Group 客戶銷售貨品而言，本集團容許30
has numerous customers. In respect of sales of 天至90天不等之平均信貸期。於報
goods granted to trade customers, the Group 告期末應收貿易賬款（扣除呆賬撥
allows an average credit period of 30 to 90 備）賬齡分析如下：
days. The following is an aged analysis of trade
receivables net of allowance for doubtful debts
at the end of the reporting period:
2018 2017
HK$’000 HK$’000
千港元千港元
0 to 30 days 零至30天 108,164 92,766

31 to 90 days 31至90天 10,566 6,849
More than 90 days 超過90天 111,041 144,508
229,771 244,123
F-402
26. TRADE AND OTHER RECEIVABLES 26. 應收貿易及其他賬款（續）

(Continued)
(b) Aging of trade receivables which are (b) 過期但未減值之應收貿易

past due but not impaired 賬款之賬齡
2018 2017
HK$’000 HK$’000
千港元千港元
91 to 365 days 91至365天 111,041 144,508
Included in the Group’s trade receivable 本集團應收貿易賬款結餘內包括賬

balances are debtors with aggregate carrying 面值合共111,041,000港元（二零
amount of HK$111,041,000 (2017: 一七年：144,508,000港元）之應收
HK$144,508,000) which are past due at the end 款項，該等款項於報告期末已過
of the reporting period for which the Group has 期，且本集團並無就減值虧損作撥
not provided for impairment loss. The Group 備。本集團並無就該等結餘持有任
does not hold any collateral over these 何抵押品。該等結餘由出售物業
balances. The balance arises from sales of 103,686,000港元（二零一七年：
properties of HK$103,686,000 (2017: 136,148,000港元）、出售貨品
HK$136,148,000), sales of goods of 6,723,000港元（二零一七年：
HK$6,723,000 (2017: HK$7,597,000) and rental 7,597,000港元）及租金收入632,000
income of HK$632,000 (2017: HK$763,000). 港元（二零一七年：763,000港元）產
Based on past experience, the directors 生。根據過往經驗，董事認為毋須
consider that no impairment allowance is 就該等結餘作出減值撥備，原因是
necessary in respect of these balances as there 信貸質素並無重大變動，而結餘仍
has not been a significant change in credit 被視為可全數收回。
quality and the balances are still considered to
be fully recoverable.
The Group applies the simplified approach to 本集團採用香港財務報告準則第9號

provide for expected credit losses prescribed 所允許之簡化方法計提預期信貸虧
by HKFRS 9. As at 31st December, 2018, a 損。於二零一八年十二月三十一
provision of HK$19,083,000 (equivalent to 日，撥備19,083,000港元（相當於人
RMB16,602,000) (2017: HK$16,356,000 民幣16,602,000元）（二零一七年︰
equivalent to RMB13,739,000) was made against 16,356,000港元，相當於人民幣
the gross amounts of trade receivables. 13,739,000元）乃就應收貿易賬款總
金額作出。
F-403
ANNUAL REPORT 2018

27. LOAN RECEIVABLES 27. 應收貸款
(a) Non-current loan receivables (a) 非流動應收貸款
2018 2017
HK$’000 HK$’000
千港元千港元
Non-current loan receivables 非流動應收貸款 216,021 112,583
Loan receivables are mortgage loan provided to 應收貸款為向客戶提供的按揭貸

customers which are secured on properties and 款，以物業為抵押，於25年內依不
repayable by monthly instalments with various 同年期，每月分期還款，利息參考
tenors not more than 25 years and carry 銀行最優惠利率。於二零一八年
interest at rates with reference to banks’ Best 十二月三十一日，概無應收貸款已
Lending Rate. As at 31st December, 2018, none 逾期或減值。該等款項與多名已評
of the loan receivables have been overdue and 估信用狀況、抵押品及於報告日期
impaired. These relate to a number of 後還款之獨立客戶有關，信貸質素
independent customers for whom the 並無重大變動，款項仍被視為可收
creditworthiness, collateral and subsequent 回。應收貸款之減值虧損以撥備賬
settlement after reporting date are assessed 列賬，但倘本集團認為該款項不大
and there has not been a significant change in 可能收回，則減值虧損會與應收貸
credit quality and the amounts are still 款撇銷。截至二零一八年及二零
considered recoverable. Impairment losses in 一七年十二月三十一日止年度，減
respect of loan receivables are recorded using 值撥備之結餘和變動並不重大。
an allowance account unless the Group is
satisfied that recovery of the amount is remote,
in which case the impairment loss is written off
against loan receivables. The balance and
movement of the impairment allowance for the
years ended 31st December, 2018 and 2017 is
not significant.
F-404
27. LOAN RECEIVABLES (Continued) 27. 應收貸款（續）
(b) Short-term loan receivables (b) 應收短期貸款
2018 2017
HK$’000 HK$’000
千港元千港元
Other loans (note) 其他貸款（附註） 25,121 25,121

Less: Impairment loss recognised 減：已確認之減值虧損 (25,121) (25,121)
— —
Movement in the allowance of 應收短期貸款之撥備之變動

short-term loan receivables
2018 2017
HK$’000 HK$’000
千港元千港元
Balance at the beginning and 年初及年末結餘

end of the year 25,121 25,121
Note: 附註：
In accordance with loan agreements, the other loans carry 根據貸款協議，其他貸款按12%（二零一七年：12% ）
interest at 12 % (2017: 12%) per annum and repayable on 年利率計息，並須應要求償還。於截至二零一八年及
demand. No interest was accrued for the two years ended 二零一七年十二月三十一日止兩個年度並無應計利
31st December, 2018 and 2017. 息。
F-405
ANNUAL REPORT 2018

28. AVAILABLE-FOR-SALE 28. 可供出售投資

INVESTMENTS
2018 2017
HK$’000 HK$’000
千港元千港元
Listed investments: 上市投資：
— Interests in equity securities listed －於香港上市之股本
in Hong Kong (note a) 證券之權益（附註a ） — 44,367
Unlisted securities: 非上市證券：
— Equity securities (note b) －股本證券（附註b ） — 281,472
— 325,839
Available-for-sale financial assets were classified to 於二零一八年一月一日首次應用香港財務

financial assets measured at FVPL upon the initial 報告準則第9號後，可供出售金融資產分
application of HKFRS 9 on 1st January, 2018 (see 類為按公平值計入損益之金融資產（見附
note 2(c)). 註2(c) ）。
Notes: 附註：
(a) The interests in listed equity securities are measured at fair (a) 上市股本證券之權益於截至二零一七年十二
value at year ended 31st December, 2017. 月三十一日止年度按公平值計量。
The change in fair value of HK$14,895,000 in 2017 was 於二零一七年，公平值之變動14,895,000港元
charged to investment revaluation reserve. 已扣除自投資重估儲備。
(b) The unlisted equity securities represent investments in unlisted (b) 非上市股本證券指於中國之非上市股本證券
equity securities in the PRC and are measured at cost less 之投資，截至二零一七年十二月三十一日止年
impairment for the year ended 31st December, 2017. 度，該金額乃按成本減去減值計量。
F-406
29. AMOUNT DUE TO THE ULTIMATE 29. 應付最終控股公司款項

HOLDING COMPANY
2018 2017
HK$’000 HK$’000
千港元千港元

92% of benchmark rate in the PRC 中國基準利率之92% 30,924 32,029
Benchmark rate in the PRC 中國基準利率 — 357,143
52,571 411,592

30. AMOUNT DUE TO AN 30. 應付一間中間控股公司款項

INTERMEDIATE HOLDING
COMPANY
2018 2017
HK$’000 HK$’000
千港元千港元

F-407
ANNUAL REPORT 2018

31. AMOUNTS DUE TO FELLOW 31. 應付同系附屬公司款項

SUBSIDIARIES
2018 2017
HK$’000 HK$’000
千港元千港元

Movement of benchmark rates in 中國基準利率之變動
the PRC plus 7.27% 加7.27% — 214,286
1,377 587,869
The balances are unsecured and repayable on 結餘為無抵押及須應要求償還。

demand.
F-408
32. AMOUNTS DUE FROM/(TO) NON- 32. 應收 ╱（付）附屬公司非控股

CONTROLLING SHAREHOLDERS OF 股東款項
SUBSIDIARIES
2018 2017
HK$’000 HK$’000
千港元千港元

— Interest-free －不計息 709,089 791,452
— Fixed rate of 10% －固定利率10% 137,241 131,310
— Fixed rate of 12% －固定利率12% 16,257 16,838
862,587 939,600

— Interest-free －不計息 1,445,635 1,017,904
— Fixed rate of 6% －固定利率6% — 95,238
— Fixed rate of 6.85% －固定利率6.85% 68,535 70,983
— Fixed rate of 7.38% －固定利率7.38% 72,414 75,000
— Benchmark rate in the PRC －中國基準利率 185,057 535,714
— 106% of benchmark rate in the PRC －中國基準利率之106% — 63,422
— Movement of benchmark rates in －中國基準利率之變動
the PRC plus 7.27% 加7.27% 258,621 267,857
— 120% of benchmark rate in the PRC －中國基準利率之120% 325,027 317,588
— 130% of benchmark rate in the PRC －中國基準利率之130% 40,115 85,298
2,395,404 2,529,004
The amounts are unsecured and repayable on 該等款項為無抵押及須應要求償還。

demand.
F-409
ANNUAL REPORT 2018


BANK BALANCES, DEPOSITS AND 存、存款及現金
CASH
(a) Pledged bank deposits represents deposits (a) 已抵押銀行存款指為取得授予本集
pledged to banks to secure general banking 團之一般銀行信貸而抵押予銀行之
facilities granted to the Group. Deposits 存款。為數4,201,597,000港元（二零
amounting to HK$4,201,597,000 (2017: 一七年：329,237,000港元）之存款
HK$329,237,000) have been pledged to secure 已作抵押，以取得一般銀行信貸，
general banking facilities and are classified as 並歸類為流動資產。
current assets.
The pledged bank deposits carry interest at a 已抵押銀行存款按介乎0.13%至

fixed rate ranging from 0.13% to 2.75% (2017: 2.75%（二零一七年：0.3%至
0.3% to 1.265%) per annum. The pledged bank 1.265% ）之固定年利率計息。已抵
deposits will be released upon settlement of 押銀行存款將於償清有關銀行借貸
relevant bank borrowings. 時解除。
Bank balances include HK$1,280,375,000 (2017: 在銀行結存中，為數1,280,375,000

HK$924,800,000) which carry interest at fixed 港元（二零一七年：924,800,000港
rates ranging from 0% to 3.3% (2017: 0.37% to 元）按介乎0%至3.3%（二零一七年：
3.24%) per annum and HK$21,871,253,000 0.37%至3.24% ）之固定年利率計
(2017: HK$19,995,108,000) which carry interest 息；為數21,871,253,000港元（二零
at variable rates ranging from 0% to 2.03% 一七年：19,995,108,000港元）按介
(2017: 0% to 1.73%) per annum. 乎0%至2.03%（二零一七年：0%至
1.73% ）之浮動年利率計息。
Pledged bank deposits and bank balances, 二零一八年十二月三十一日，以人

deposits and cash denominated in RMB 民幣計值的已抵押銀行存款、銀行
amounted to approximately HK$21,273,949,000 結存、存款及現金約為
(2017: HK$18,590,753,000) as at 31st 21,273,949,000港元（二零一七年：
December, 2018. The RMB is not freely 18,590,753,000港元）。人民幣不可
convertible into other currencies. 自由轉換為其他貨幣。
F-410

CASH (Continued)
from Financing Activities
The table below details changes in the Group’s 下表載列本集團融資活動產生之負
liabilities from financing activities, including 債變動詳情，包括現金及非現金變
both cash and non-cash changes. Liabilities 動。融資活動產生之負債為現金流
arising from financing activities are liabilities for 量或將來現金流量於本集團綜合現
which cash flows were, or future cash flows will 金流量表分類為來自融資活動的現
be, classified in the Group’s consolidated
金流量的負債。
statement of cash flows as cash flows from
financing activities.
Amounts due
Amount due Amount due to non-
to the to an controlling
Amounts ultimate intermediate Amounts due shareholders Bank and Loan from
due to joint holding holding to fellow of other Notes a fellow
ventures company company subsidiaries subsidiaries borrowings payable subsidiary
(note 20) (note 29) (note 30) (note 31) (note 32) (note 35) (note 36) (note 40) Total
應付附屬
應付合營應付最終應付一間中間應付同系附屬公司非控股銀行及其他一間同系附屬
企業款項控股公司款項控股公司款項公司款項股東款項借貸應付票據公司貸款
（附註20）（附註29）（附註30）（附註31）（附註32）（附註35）（附註36）（附註40）合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
千港元千港元千港元千港元千港元千港元千港元千港元千港元
At 1st January, 2018 於二零一八年一月一日 2,258,285 411,592 21,034 587,869 2,529,004 42,925,236 3,900,000 214,286 52,847,306
Changes from financing 融資現金流量變動：

cash flows:
Borrowings raised 新增借貸 — — — — — 27,806,144 — — 27,806,144
Notes payable raised 新增應付票據 — — — — — — 4,704,598 — 4,704,598
Repayments of borrowings 借貸還款 — — — — — (19,141,926) — — (19,141,926)
Repayments of notes payable 應付票據還款 — — — — — — (3,900,000) — (3,900,000)
Capital contribution by non- 附屬公司非控股股東出資
controlling shareholders of
subsidiaries — — — — 31,207 — — — 31,207
Dividends paid to non-controlling 已付附屬公司非控股股東
shareholders of subsidiaries 的股息 — — — — (79,429) — — — (79,429)
Advances from joint ventures 合營企業墊款 1,338,161 — — — — — — — 1,338,161
Repayments to the ultimate holding 還款予最終控股公司
company — (344,828) — — — — — — (344,828)
Repayments to an intermediate 還款予一間中間控股公司
holding company — — (17,100) — — — — — (17,100)
Repayments to fellow subsidiaries 還款予同系附屬公司 — — — (566,221) — — — — (566,221)
Repayments to non-controlling 還款予附屬公司非控股
shareholders of subsidiaries 股東 — — — — (94,192) — — — (94,192)

cash flows 1,338,161 (344,828) (17,100) (566,221) (142,414) 8,664,218 804,598 — 9,736,414
Exchange adjustments 匯兌調整 (77,872) (14,193) (725) (20,271) (38,985) (1,288,235) — (7,389) (1,447,670)
Other change: 其他變動：

Interest expenses 利息開支 — — — — 47,799 — — — 47,799
Total other change 其他變動總額 — — — — 47,799 — — — 47,799
As at 31st December, 2018 於二零一八年

十二月三十一日 3,518,574 52,571 3,209 1,377 2,395,404 50,301,219 4,704,598 206,897 61,183,849
F-411
ANNUAL REPORT 2018


CASH (Continued)

from Financing Activities （續）
(Continued)
Amount Amounts due
Amount due to due to an to non-
Amounts the ultimate intermediate Amounts due controlling
due to joint holding holding to fellow shareholders Bank and other
ventures company company subsidiaries of subsidiaries borrowings
(note 20) (note 29) (note 30) (note 31) (note 32) (note 35) Total
應付應付一間應付應付附屬
應付合營最終控股中間控股同系附屬公司非控股銀行及
企業款項公司款項公司款項公司款項股東款項其他借貸
（附註20）（附註29）（附註30）（附註31）（附註32）（附註35）合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
千港元千港元千港元千港元千港元千港元千港元
At 1st January, 2017 於二零一七年一月一日 672,749 388,469 509,304 825,110 2,161,076 43,724,279 48,280,987
Changes from financing cash flows: 融資現金流量變動：

Borrowings raised 新增借貸 — — — — — 17,130,554 17,130,554
Repayments of borrowings 借貸還款 — — — — — (20,090,456) (20,090,456)
Capital contribution by non-controlling 附屬公司非控股股東出資
shareholders of subsidiaries — — — — 7,935 — 7,935
Dividends paid to non-controlling 已付附屬公司非控股股東的
shareholders of subsidiaries 股息 — — — — (59,814) — (59,814)
Advances from joint ventures 合營企業墊款 1,545,491 — — — — — 1,545,491
Repayment to the ultimate holding company 還款予最終控股公司 — (12,719) — — — — (12,719)
Repayment to an intermediate 還款予一間中間控股公司
holding company — — (518,586) — — — (518,586)
Advances from fellow subsidiaries 同系附屬公司墊款 — — — 577 — — 577
Advances from non-controlling 附屬公司非控股股東墊款
shareholders of subsidiaries — — — — 163,778 — 163,778

cash flows 1,545,491 (12,719) (518,586) 577 111,899 (2,959,902) (1,833,240)
Exchange adjustments 匯兌調整 40,045 23,123 30,316 49,114 180,514 2,159,443 2,482,555

Discount of bank and other borrowings 銀行及其他借貸之折讓 — — — — — 1,416 1,416
Interest expenses 利息開支 — — — — 75,515 — 75,515
Construction expenses 建築開支 — — — (286,932) — — (286,932)
Guarantee charges 擔保開支 — 12,719 — — — — 12,719
Total other changes 其他變動總額 — 12,719 — (286,932) 75,515 1,416 (197,282)
As at 31st December, 2017 於二零一七年十二月三十一日 2,258,285 411,592 21,034 587,869 2,529,004 42,925,236 48,733,020
F-412
34. TRADE AND OTHER PAYABLES 34. 應付貿易及其他賬款
2018 2017
HK$’000 HK$’000
千港元千港元
Trade payables 應付貿易賬款 11,199,699 10,548,019

Bills payables 應付票據 42,587 4,184
Other payables 其他應付賬款 8,451,845 5,000,301
19,694,131 15,552,504
As of the end of the reporting period, the aging 於報告期末按發票日期呈列之應付貿易賬

analysis of trade payables based on the invoice date 款賬齡分析如下：
is as follows:
2018 2017
HK$’000 HK$’000
千港元千港元
0 to 30 days 零至30天 4,965,999 3,947,813

31 to 90 days 31至90天 121,024 79,368
More than 90 days 超過90天 6,112,676 6,520,838
11,199,699 10,548,019
The average credit period is 90 days. The Group has 平均信貸期為90天。本集團已實施財務風

financial risk management policies in place to ensure 險管理政策，確保所有應付賬款不超逾信
that all payable is within the credit time frame. 貸時限。
F-413
ANNUAL REPORT 2018

35. BANK AND OTHER BORROWINGS 35. 銀行及其他借貸
2018 2017
HK$’000 HK$’000
千港元千港元
Bank and other loans 銀行及其他貸款

— Secured －有抵押 22,922,951 19,041,370
— Unsecured －無抵押 27,378,268 23,883,866
50,301,219 42,925,236
The bank and other loans are repayable as follows: 償還銀行及其他貸款之到期日如下：
2018 2017
HK$’000 HK$’000
千港元千港元
Within one year or on demand 一年內或應要求 13,840,294 15,835,437

After one year but within two years 一年後但不超過兩年 17,291,725 8,517,558
After two year but within three years 兩年後但不超過三年 10,198,448 10,675,985
After three year but within four years 三年後但不超過四年 1,553,544 4,527,839
After four year but within five years 四年後但不超過五年 1,901,149 369,048
After five years 五年以上 5,516,059 2,999,369
50,301,219 42,925,236
Less: Amount due within one year 減：列於流動負債之
shown under current liabilities 一年內到期款項 (13,840,294) (15,835,437)
Amount due after one year 一年後到期款項 36,460,925 27,089,799
F-414

(Continued)
2018 2017
HK$’000 HK$’000
千港元千港元
Fixed rate 固定利率 (i) 17,044,936 16,542,985

Variable rate 浮動利率　
— Benchmark rate in the — 中國基準利率
PRC (ii) 23,139,075 20,815,833
— Hong Kong Interbank — 香港銀行同業
Offered Rate (HIBOR) 拆息（香港
銀行同業
拆息） (iii) 10,117,208 5,566,418
50,301,219 42,925,236
Notes: 附註：
(i) The balance carries interest charged at fixed rates from 4.8% (i) 結餘按固定利率4.8%至8%（二零一七年：4.8%
to 8% (2017: 4.8% to 8.8%). 至8.8% ）計息。
(ii) The balance carries interest charged at variable rates based (ii) 結餘根據中國基準利率介乎中國基準利率之
on benchmark rate in the PRC ranging from 90% to 140% of 90%至140%（二零一七年：按中國基準利率之
benchmark rate in the PRC (2017: 90% to 130% of 90%至130% ）浮動利率計息。
benchmark rate in the PRC).
(iii) The balance carries interest charged at variable rates based (iii) 結餘根據香港銀行同業拆息介乎香港銀行同
on HIBOR ranging from HIBOR plus 1.1% to 2.5% (2017: 業拆息加1.1%至2.5％（二零一七年：按香港銀
HIBOR plus 1.5% to 2.5%). 行同業拆息加1.5%至2.5% ）浮動利率計息。
F-415
ANNUAL REPORT 2018


(Continued)
At the end of the reporting period, the Group has 於報告期末，本集團有下列未提取借貸額

the following undrawn borrowing facilities: 度：
2018 2017
HK$’000 HK$’000
千港元千港元

— expiring within one year — 一年內屆滿 2,389,057 1,467,817
Fixed rate 固定利率

— expiring within one year — 一年內屆滿 624,138 47,619
15,566,987 11,362,356
Several banking facilities are subject to the fulfilment 多項銀行信貸須履行涉及若干本集團財務

of covenants relating to certain of the Group’s 狀況比率之契諾，而此等常見於與金融機
financial position ratios which are commonly found in 構訂立之借款安排。倘本集團違反契諾，
lending arrangements with financial institutions. If the 已支取之信貸即成為須應要求償還。
Group was to breach the covenants, the drawn down
facilities would become repayable on demand.
The Group regularly monitors its compliance with 本集團定期監察是否遵守該等契諾，並根

these covenants and repayments are made according 據貸款協議償還貸款。本集團管理流動資
to the loan agreements. Further details of the 金風險的進一步詳情載於附註7(b) 。於二
Group’s management of liquidity risk are set out in 零一八年十二月三十一日，本集團並無違
note 7(b). As at 31st December, 2018, none of the 反有關動用信貸額度的契諾（二零一七
covenants relating to drawn down facilities had been 年：無）。
breached (2017: none).
F-416
36. NOTES PAYABLE 36. 應付票據

The Group has issued the following notes payable: 本集團已發行以下應付票據︰
(i) On 10th April, 2018 and 7th May, 2018, the (i) 於二零一八年四月十日及二零一八
Group issued the 5.2% notes due in 2021 in the 年五月七日，本集團發行於二零
aggregate principal amount of US$500,000,000 二一年到期年利率為5.2%之票據，
(equivalent to HK$3,900,000,000). The notes 本金總額為500,000,000美元（相當
bear interest at the rate of 5.2% per annum, 於3,900,000,000港元）。該票據按年
which are payable semi-annually in arrears on 利率5.2%計息，利息須於每年以每
the interest payment dates falling 10th April, 半年形式於利息支付日（即四月十日
and 10th October, in each year. 及十月十日）支付。
(ii) On 22nd August, 2018, the Group issued the (ii) 於二零一八年八月二十二日，本集
5.28% notes due in 2021 in the aggregate 團發行於二零二一年到期年利率為
principal amount of RMB700,000,000 (equivalent 5.28%之票據，本金總額為人民幣
to HK$804,598,000). The note bears interest at 700,000,000元（相當於804,598,000
the rate of 5.28% per annum. The notes are 港元）。該票據按年利率5.28%計
payable annually in arrears on the interest 息，利息須於每年以每年形式於利
payment date falling 13th August, in each year. 息支付日（即八月十三日）支付。
(iii) On 16th May, 2013, the Group issued the 4.75% (iii) 於二零一三年五月十六日，本集團
notes due in May 2018 in the aggregate 發行於二零一八年五月到期年利率
principal amount of US$500,000,000 (equivalent 為4.75%之票據，本金總額為
to HK$3,900,000,000). The notes bear interest at 500,000,000美元（相當於
the rate of 4.75% per annum, which are payable 3,900,000,000港元）。該等票據按年
dates falling 16th May, and 16th November, in 半年形式於利息支付日（即五月十六
each year. The notes were settled in May 2018. 日及十一月十六日）支付。該票據已
於二零一八年五月結算。
The movements of the note are set out below: 票據變動載列如下：
2018 2017
HK$’000 HK$’000
千港元千港元
At 1st January 於一月一日 3,900,000 3,900,000

Issuance of notes 發行票據 4,704,598 —
Settlement 結算 (3,900,000) —
At 31st December 於十二月三十一日 4,704,598 3,900,000
Current 流動 — 3,900,000
Non-current 非流動 4,704,598 —
F-417
ANNUAL REPORT 2018

37. CONTRACT LIABILITIES 37. 合約負債
31st
December, 1st January, 31st December,
2018 2018 2017
二零一八年二零一八年二零一七年
十二月三十一日一月一日十二月三十一日
HK$’000 HK$’000 HK$’000
Contract liabilities related to: 有關合約負債︰

Sales of properties 銷售物業 31,110,373 25,906,757 —
Impairment 減值 — — —
31,110,373 25,906,757 —
Typical payment terms which impact on the amount 影響合約負債金額的一般支付條款如下︰

of contract liabilities are as follows:
Sales of properties 銷售物業

The Group receives payments from customers based 本集團按照合約約定之付款安排自客戶收
on billing schedule as established in a contracts. 取款項。付款通常在合約履約責任完成前
Payments are usually received in advance of the 收到，全部來自銷售物業。
performance under the contracts which all are from
sales of properties.
F-418
37. CONTRACT LIABILITIES (Continued) 37. 合約負債（續）
Sales of properties (Continued) 銷售物業（續）

Movements in contract liabilities 合約負債變動
2018
二零一八年
HK$’000
千港元
Balance as at 1st January 於一月一日結餘 25,906,757

Decrease in contract liabilities as a result of 因確認年內收入而產生的
recognising revenue during the year that was 合約負債（計入年初合約
included in the contract liabilities at 負債）減少
the beginning of the year (20,957,196)
Increase in contract liabilities as a result of billing 因銷售物業前款項而產生的
in advance of sales of properties 合約負債增加 26,888,367
Exchange adjustments 匯兌調整 (727,555)
Balance at 31st December 於十二月三十一日結餘 31,110,373
Note: The Group has initially applied HKFRS 15 using the cumulative 附註：本集團首次應用香港財務報告準則第15號，採
effect method and adjusted the opening balance on 1st 納累計影響法並調整二零一八年一月一日的
January, 2018. Upon the adoption of HKFRS 15, amounts 年初結餘。採納香港財務報告準則第15號後，
previously included as “Pre-sale deposits” have been 過往計入「預售按金」的金額已重新分類至「合
reclassified to “Contract liabilities”. 約負債」。
F-419
ANNUAL REPORT 2018

38. SHARE CAPITAL 38. 股本
2018 2017
No. of shares HK$’000 No. of shares HK$’000
股份數目千港元股份數目千港元
Ordinary shares, issued 普通股，已發行及繳足：

and fully paid:
At 1st January and 於一月一日及

31st December 十二月三十一日 3,661,537,046 17,685,677 3,661,537,046 17,685,677
In accordance with section 135 of the Companies 根據《公司條例》第135條，本公司的普通

Ordinance, the ordinary shares of the Company do 股不會有面值。
not have a par value.
The holders of ordinary shares are entitled to receive 普通股的股東均享有獲得本公司不時宣派

dividends as declared from time to time and are 的股息及本公司會議上每股投一票的權
entitled to one vote per share at meetings of the 利。全部普通股於本公司的剩餘資產上為
Company. All ordinary shares rank equally with 平等。
regard to the Company’s residual assets.
39. SHARE OPTION SCHEMES 39. 購股權計劃
In order to provide incentives or rewards to the 為激勵或獎勵本公司董事及若干僱員以及

directors and certain employees of the Company and 若干合資格人士（「合資格參與者」）對本集
certain eligible persons (the “Eligible Participants”) to 團業務長遠的成就作出貢獻，本公司董事
contribute to the long term success of the business 會認為採納購股權計劃符合本公司最佳利
of the Group, the board of directors of the Company 益。
considers that it is in the best interest of the
Company to adopt a share option scheme.
At the annual general meeting of the Company held 於二零一四年五月二十八日舉行的本公司

on 28th May, 2014, the shareholders of the Company 股東週年大會上，本公司股東採納購股權
adopted a share option scheme (the “Share Option 計劃（「購股權計劃」），據此，合資格參與
Scheme”), pursuant to which the Eligible Participants 者可根據並受限於購股權計劃規則的條款
may be granted a maximum of 364,463,704 options 及條件獲授上限為364,463,704份購股權，
to subscribe for shares of the Company upon and 以認購本公司股份。購股權計劃應由採納
subject to the terms and conditions of the rules of 日期二零一四年五月二十八日起計為期有
the Share Option Scheme. The Share Option Scheme 效十年並將於二零二四年五月二十七日屆
shall be valid and effective for a period of 10 years 滿。
commencing on the adoption date of 28th May,
2014 and expiring on 27th May, 2024.
F-420

(Continued)
According to the Share Option Scheme, the board of 根據購股權計劃，本公司董事會可向以下

directors of the Company may grant options to (i) 各方授出可認購本公司股份之購股權，而
any director and employee of the Company or 每手授出之購股權之代價為1港元；有關
subsidiaries, or an entity in which the Group holds an 各方包括：(i)本公司或附屬公司或本集團
interest (“Affiliate”); (ii) any customer, supplier, 持有權益之實體（「聯屬公司」）之任何董事
agent, partner, consultant, adviser or shareholder of 及僱員；(ii)本集團或聯屬公司之任何客
or contractor to the Group or an Affiliate; (iii) the 戶、供應商、代理、合作夥伴、諮詢人、
trustee of any trust the beneficiary of which or any 顧問、股東或承包商；(iii)受益人包括以下
discretionary trust the discretionary objects of which 人士之任何信託之受託人，或酌情對象包
include any director, employee, customer, supplier, 括以下人士之任何酌情信託；有關人士包
agent, partner, consultant, adviser or shareholder of 括本集團或聯屬公司之任何董事、僱員、
or contractor to the Group or an Affiliate; or (iv) a 客戶、供應商、代理、合作夥伴、諮詢
company beneficially owned by any director, 人、顧問、股東或承包商；或(iv)本集團或
employee, consultant, customer, supplier, agent, 聯屬公司之任何董事、僱員、諮詢人、客
partner, shareholder, adviser of or contractor to the 戶、供應商、代理、合作夥伴、股東、顧
Group or an Affiliate to subscribe for shares in the 問或承包商實益擁有的公司。
Company for a consideration of HK$1 for each lot of
share options granted.
Share option granted should be accepted within 28 所授出之購股權應於授出之日起計二十八

days from the date of grant. The board of directors 日內獲接納。董事會可全權酌情釐定購股
may at its absolute discretion determine the period 權可予行使之期間，而有關期間最遲須於
during which a share option may be exercised; such 授出有關購股權之日起計十年屆滿。董事
period should expire no later than 10 years from the 會亦可設定在購股權可予行使之期間行使
date of grant of the relevant option. The board of 購股權之限制。
directors may also provide restrictions on the
exercise of a share option during the period a share
option may be exercised.
The exercise price is determined by the board of 本公司董事會釐定之行使價不得低於以下

directors of the Company, and shall not be less than 最高之數額：(i)本公司股份於授出日期之
the highest of: (i) the closing price of the Company’s 收市價；(ii)緊接授出日期前五個營業日本
shares on the date of grant; (ii) the average closing 公司股份之平均收市價。
price of the Company’s shares for the five business
days immediately preceding the date of grant.
The maximum number of shares which may be issued 購股權計劃以及本公司任何其他購股權計

upon exercise of all outstanding options granted and 劃項下之所有已授出而尚未行使之購股權
yet to be exercised under the Share Option Scheme 獲行使時可予發行之股份最高數目，合共
and any other share option schemes of the Company 不得超過已發行股份總數之30% 。
shall not, in aggregate, exceed 30% of the total
number of shares in issue.
F-421
ANNUAL REPORT 2018


(Continued)
The total number of shares issued and to be issued 在任何十二個月期間，根據購股權計劃以

upon exercise of the options granted to each 及本公司任何其他購股權計劃而向個別人
individual under the Share Option Scheme and any 士授出之購股權（包括已行使、註銷及尚
other share option schemes of the Company 未行使之購股權）獲行使時已發行及可予
(including both exercised, cancelled and outstanding 發行之股份總數，不得超過本公司已發行
options) in any 12-month period shall not exceed 1% 股份總數之1% 。
of the total number of shares in issue of the
Company.
As at 31st December, 2018 and 2017, no share 於二零一八年及二零一七年十二月三十一

option was granted under the Share Option Scheme. 日，概無根據購股權計劃授出購股權，可
The total number of options available for grant is 供授出的購股權總數為364,463,704份（二
364,463,704 (2017: 364,463,704), representing 零一七年：364,463,704份），佔本公司已
approximately 9.95% (31st December, 2017: 9.95%) 發行股份約9.95%（二零一七年十二月
of the issued shares of the Company. 三十一日：9.95% ）。
40. LOAN FROM A FELLOW 40. 一間同系附屬公司貸款

SUBSIDIARY
The amount represents loan from a subsidiary of the 該款項指來自最終控股公司一間附屬公司

ultimate holding company. The amount is unsecured, 之貸款。該款項為無抵押、不計息及須於
interest-free and repayable upon expiration of the 本公司附屬公司保利大廈有限公司之合營
joint venture term of Poly Plaza Limited, a subsidiary 期屆滿時償還。
of the Company.
The fair value of the loan at initial recognition has 初步確認時之貸款之公平值乃按授出貸款

been determined based on the present value of the 當日之現行市場利率6%折現之估計未來
estimated future cash flows discounted using the 現金流量之現值計算。該貸款於其後期間
prevailing market rate of 6% on the date the loan 按攤銷成本以實際利率7.27%列賬（二零
was granted. The loan is then carried at amortised 一七年：6% ）。
cost in subsequent periods of effective interest rate
of 7.27% (2017: 6%).
F-422
41. DEFERRED TAX ASSETS/LIABILITIES 41. 遞延稅項資產 ╱ 負債
The deferred tax assets/liabilities recognised by the 本集團於本年度及過往年度確認之遞延稅

Group and the movements thereon during the 項資產 ╱ 負債及其變動如下：
current and prior years are as follows:
Expenses
recognised
in profit or
loss but
deductible in
subsequent
Deferred tax assets: 遞延稅項資產： Tax losses period Others Total
損益內
已確認但可
於往後期間
稅項虧損扣減的開支其他合計
HK$’000 HK$’000 HK$’000 HK$’000
At 1st January, 2017 於二零一七年

一月一日 42,545 235,337 25,904 303,786
Credit/(charge) to 計入 ╱（扣除自）
profit or loss 損益 — 13,078 (15,703) (2,625)
Exchange adjustments 匯兌調整 2,532 14,476 981 17,989

二零一八年
一月一日 45,077 262,891 11,182 319,150
Credit to profit or loss 計入損益 — 15,620 4,312 19,932

十二月三十一日 43,523 269,266 15,059 327,848
F-423
ANNUAL REPORT 2018


(Continued)
Revaluation of properties
物業重估
Properties
Investment Hotel under
Deferred tax liabilities: 遞延稅項負債： properties properties development Others Total
投資物業酒店物業發展中物業其他合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 1st January, 2017 於二零一七年

一月一日 1,239,957 50,625 67,290 3,028 1,360,900

statement of comprehensive 收益表
income — 11,137 — — 11,137
Charge/(credit) to profit or loss 扣除自╱（計入）損益 13,016 — (1,925) 53,402 64,493
Exchange adjustments 匯兌調整 74,272 3,013 3,937 2,087 83,309
At 31st December, 2017 於二零一七年

十二月三十一日 1,327,245 64,775 69,302 58,517 1,519,839
Impact on initial application of 首次應用香港財務報
HKFRS 15 告準則第15號之影響 — — — 62,263 62,263
At 1st January, 2018 於二零一八年

一月一日 1,327,245 64,775 69,302 120,780 1,582,102
statement of comprehensive 收益表
income — 136,863 — — 136,863
Charge/(credit) to profit or loss 扣除自╱（計入）損益 79,192 — (30) (33,346) 45,816

十二月三十一日 1,359,759 199,405 66,883 84,786 1,710,833
F-424

(Continued)
At 31st December, 2018, the Group other than its 於二零一八年十二月三十一日，本集團

subsidiaries in the PRC had unused tax losses of （不包括本集團之中國附屬公司）有未動用
approximately HK$1,535,725,000 (2017: 稅項虧損約1,535,725,000港元（二零一七
HK$901,443,000) for offset against future assessable 年：901,443,000港元），可抵扣未來應課
profits. Such unused tax losses may be carried 稅溢利。該等未動用之稅項虧損可無限期
forward indefinitely. 結轉。
In addition, at 31st December, 2018, the Group’s 此外，於二零一八年十二月三十一日，本

PRC subsidiaries had unused tax losses of 集團之中國附屬公司有未動用之稅項虧損
approximately HK$7,810,856,000 (2017: 約7,810,856,000港元（二零一七年：
HK$8,131,738,000) other than those unused tax losses 8,131,738,000港元）
（已作出遞延稅項撥備
for which deferred tax has been provided for, for 之未動用稅項虧損除外），可抵扣未來應
offset against future assessable profits. The maximum 課稅溢利。未動用稅項虧損之最高利益，
benefit from unutilised tax losses can be carried 可由產生作抵扣未來應課稅溢利之虧損之
forward up to five years from the year in which the 年度起計，結轉最多五年。
loss was originated to offset future taxable profits.
At 31st December, 2018, deferred taxation has not 於二零一八年十二月三十一日，由於本集

been provided in the consolidated financial 團能夠控制暫時性差異轉回的時間，而且
statements in respect of temporary differences 該暫時性差異在可預見的未來很可能不會
attributable to the profits earned by the PRC 轉回，有關於中國附屬公司賺取之溢利應
subsidiaries amounted to HK$19,524,865,000 (2017: 佔之暫時差異19,524,865,000港元（二零
HK$16,767,441,000) as the Group is able to control 一七年：16,767,441,000港元），概無於綜
the timing of the reversal of the temporary 合財務報表內作出遞延稅項撥備。
differences and it is probable that the temporary
difference will not reverse in the foreseeable future.
The deferred tax assets arising from the above 由於未能預測未來溢利流量，故此上述未

unused tax losses have not been recognised in the 動用稅項虧損所產生之遞延稅項資產尚未
consolidated financial statements due to the 於綜合財務報表內確認。
unpredictability of future profit streams.
F-425
ANNUAL REPORT 2018

42. OPERATING LEASES 42. 經營租約
The Group as lessee: 本集團作為承租人：
2018 2017
HK$’000 HK$’000
千港元千港元
Lease payments paid under operating 年內經營租約項下已付之

leases during the year 租賃款項：
— office premises — 辦公室物業 38,080 41,192
At the end of the reporting period, the Group had 於報告期末，本集團根據不可撤銷經營租

commitments for future minimum lease payments 約於下列期間到期之未來最低租賃承擔如
under non-cancellable operating leases which fall due 下：
as follows:
Office premises
辦公室物業
2018 2017
HK$’000 HK$’000
千港元千港元
Within one year 一年內 12,953 16,045

In the second and 第二至第五年（包括首尾
fifth year inclusive 兩年） 16,119 6,420
Over five years 五年後 7,654 49
36,726 22,514
F-426
42. OPERATING LEASES (Continued) 42. 經營租約（續）
The Group as lessor: 本集團作為出租人：
2018 2017
HK$’000 HK$’000
千港元千港元
Income from operating lease 辦公室及管理服務經營

arrangements in respect of office 租約安排之收入
and management services 1,614,335 1,456,841
At the end of the reporting period, the Group had 於報告期末，本集團與租戶已訂約之未來

contracted with tenants for the following future 最低租賃款項如下：
minimal lease payments:
Office and shop Management fee income

辦公室及商店管理費收入
2018 2017 2018 2017
二零一八年二零一七年二零一八年二零一七年
HK$’000 HK$’000 HK$’000 HK$’000
Within one year 一年內 385,445 305,154 20,126 23,236

In the second to fifth year 第二至第五年
inclusive （包括首尾兩年） 806,708 782,750 55,232 75,276
Over five years 五年後 669,267 789,445 10,976 19,279
1,861,420 1,877,349 86,334 117,791
Significant leases are negotiated for a lease term of 就重大租約磋商議定之租賃期由1至20年

1 to 20 years (2017: 1 to 20 years). Certain leases （二零一七年：1至20年）不等。若干租賃
contain a contingent rental element. 包含或然租金部分。
F-427
ANNUAL REPORT 2018

43. CAPITAL COMMITMENTS 43. 資本承擔
2018 2017
HK$’000 HK$’000
千港元千港元
Capital expenditure contracted for but 有關下列各項已訂約

not provided in the consolidated 但未於綜合財務報表
financial statements in respect of: 撥備之資本開支：
— property development expenditures — 物業發展開支 9,864,682 10,681,734
— acquisition of a subsidiary — 收購一間附屬公司 — 3,750,000
9,864,682 14,431,734
Capital expenditure authorised but not 有關下列各項已授權但未
contracted for in respect of: 訂約之資本開支：
— acquisition of a land use right — 收購土地使用權 — 742,588
44. CONTINGENT LIABILITIES 44. 或然負債
The Group arranged mortgage loan facilities with 本集團已就物業單位買家與若干銀行安排

certain banks for purchasers of property units and 按揭貸款融資，並向銀行提供擔保以確保
provided guarantees to banks to secure obligations 該等買家履行還款責任。於二零一八年
of such purchasers of repayment. The maximum 十二月三十一日，給予銀行的最高擔保額
guarantees given to banks amounted to 達24,775,663,000港元（二零一七年：
HK$24,775,663,000 as at 31st December, 2018 (2017: 28,685,243,000港元）。有關擔保將於下列
HK$28,685,243,000). Such guarantees terminate upon 較早者發生時終止：(i)發出房地產所有權
the earlier of (i) issue of the real estate ownership 證；及(ii)物業買家償付按揭貸款。本集團
certificate; and (ii) the satisfaction of the mortgage 並無就該等擔保確認任何遞延收入，此乃
loans by the buyers of the properties. The Group has 由於董事認為其公平值並不重大。董事亦
not recognised any deferred income in respect of 認為，即使買家並無向銀行還款，相關物
these guarantees as its fair value is considered to be 業之公平值仍足以彌補尚未償還按揭貸
minimal by the directors. The directors also consider 款。
that the fair value of the underlying properties is able
to cover the outstanding mortgage loans in the event
the purchasers default payments to the banks.
F-428
44. CONTINGENT LIABILITIES 44. 或然負債（續）

(Continued)
At 31st December, 2018, the Group had given 於二零一八年十二月三十一日，本集團就

guarantees to certain banks in respect of credit 本集團若干合營企業所獲授信貸融資為數
facilities granted to certain joint ventures of the 3,923,226,000港元（二零一七年：
Group amounting to HK$3,923,226,000 (2017: 2,170,910,000港元）向若干銀行提供擔
HK$2,170,910,000) of which HK$3,909,068,000 (2017: 保，而合營企業已動用其中3,909,068,000
HK$2,088,743,000) had been utilised by the joint 港元（二零一七年：2,088,743,000港元）。
ventures.
45. PLEDGED ASSETS 45. 資產抵押
At the end of the reporting period, the carrying 於報告期末，抵押作為本集團所獲授信貸

value of the Group’s assets which were pledged to 融資之擔保之本集團資產之賬面值如下：
secure credit facilities granted to the Group are as
follows:
2018 2017
HK$’000 HK$’000
千港元千港元
Investment properties 投資物業 6,031,545 3,704,286

Hotel properties 酒店物業 151,724 157,143
Buildings 樓宇 95,931 —
Prepaid lease payments 預付租賃款項 61,656 65,414
Properties under development 發展中物業 19,685,181 21,637,628
Properties held for sale 持作出售物業 924,713 2,719,388
Bank deposits 銀行存款 4,201,597 329,237
31,152,347 28,613,096
F-429
ANNUAL REPORT 2018

45. PLEDGED ASSETS (Continued) 45. 資產抵押（續）
In addition to above pledge of assets, at 31st 除上述資產抵押外，於二零一八年及二零

December, 2018 and 2017, the Group’s interests in 一七年十二月三十一日，本集團已將所持
certain subsidiaries were pledged to secure credit 有若干附屬公司之權益抵押作為本集團所
facilities granted to the Group. The details of net 獲授信貸融資之擔保。附屬公司資產淨值
assets value of subsidiaries are as follows: 之詳情如下：
2018 2017
HK$’000 HK$’000
千港元千港元
Total assets 資產總值 11,584,681 12,823,267

Total liabilities 負債總額 (10,680,886) (12,999,927)
Net assets/(liabilities) value 資產 ╱（負債）淨值 903,795 (176,660)
At 31st December, 2018, the Group’s interests in 於二零一八年十二月三十一日，本集團於

joint ventures were pledged to secure the credit 合營企業的權益已抵押作為一間附屬公司
facilities granted to a subsidiary and a joint venture. 和一間合營企業獲授的信貸融資的擔保。
The pledged interests were amounting to 已抵押權益為3,713,975,000港元。
HK$3,713,975,000.
46. RETIREMENT BENEFIT SCHEMES 46. 退休福利計劃
The Company and its subsidiaries in Hong Kong 本公司及於香港之附屬公司根據職業退休

operate a defined contribution retirement benefit 計劃條例為合資格僱員設立定額供款退休
scheme for their qualified employees pursuant to the 福利計劃。該計劃之資產由獨立受託人於
Occupational Retirement Schemes Ordinance. The 其基金內獨立管理。自綜合損益表扣除之
assets of the scheme are held separately in a fund 退休福利計劃供款為本集團按照該計劃之
which is under the control of an independent trustee. 規則所訂定之比率計算應付予基金之供
The retirement benefit scheme contributions charged 款。倘僱員在完全符合獲取全部供款之資
to the consolidated statement of profit or loss 格前退出該計劃，則沒收之供款將用作扣
represent the contributions payable by the Group to 減本集團將來應付之供款。
the fund at rates specified in the rules of the
scheme. When there are employees who leave the
scheme prior to becoming fully vested in the
contributions, the amount of the forfeited
contributions will be used to reduce future
contributions payable by the Group.
F-430
46. RETIREMENT BENEFIT SCHEMES 46. 退休福利計劃（續）

(Continued)
To comply with the Mandatory Provident Fund 為遵守強制性公積金計劃條例（「強積金條

Schemes Ordinance (the “MPFO”), the Group also 例」），本集團亦為其於香港之合資格僱員
participates in a Mandatory Provident Fund scheme 參與一項強制性公積金計劃（「強積金計
(“MPF Scheme”) for its qualified employees in Hong 劃」）。強積金計劃已根據強積金條例向強
Kong. The MPF Scheme is registered with the 制性公積金計劃管理局註冊。強積金計劃
Mandatory Provident Fund Scheme Authority under 之資產與本集團資產分開持有，並由獨立
the MPFO. The assets of the MPF Scheme are held 受託人於其基金管理。根據強積金計劃之
separately from those of the Group in funds under 規則，僱主及其僱員均須按規則規定之比
the control of an independent trustee. Under the rule 率向計劃供款。本集團就強積金計劃須承
of the MPF Scheme, the employer and its employees 擔之唯一責任為根據計劃作出所須供款。
are each required to make contributions to the 沒收之供款不可用作扣減未來年度應付之
scheme at rate specified in the rules. The only 供款。
obligation of the Group with respect of MPF Scheme
is to make the required contributions under the
scheme. No forfeited contribution is available to
reduce the contribution payable in the future years.
The retirement benefit scheme contributions arising 產生自強積金計劃之退休福利計劃供款會

from the MPF Scheme charged to the consolidated 自綜合損益表扣除，相當於本集團按照該
statement or profit or loss represent contributions 計劃之規則所訂定之比率應付予基金之供
payable to the funds by the Group at rates specified 款。
in the rules of the scheme.
The employees in the subsidiaries in the PRC are 中國附屬公司之僱員乃中國政府營運之國

members of state-managed retirement benefit 家管理退休福利計劃之成員。附屬公司須
schemes operated by the PRC government. The 按僱員工資之若干百分比供款予該退休福
subsidiaries are required to contribute a certain 利計劃以資助有關福利。本集團就退休福
percentage of their payroll to the retirement benefit 利計劃之唯一責任為根據該計劃作出所須
scheme to fund the benefit. The only obligation of 供款。
the Group with respect to the retirement benefit
scheme is to make the required contributions under
the scheme.
At the end of the reporting period, there was no 於報告期末，並無因僱員退出退休福利計

significant forfeited contributions, which arose upon 劃而產生可用作於未來年度扣減應付供款
employees leaving the retirement benefit scheme, 之重大沒收供款。
available to reduce the contribution payable in the
future years.
The total cost charged to consolidated statement of 截至二零一八年十二月三十一日止年度，

profit or loss for the year ended 31st December, 自綜合損益表扣除之總成本約為
2018 of approximately HK$146,466,000 (2017: 146,466,000港元（二零一七年：
HK$146,944,000) represents contributions payable to 146,944,000港元），相當於本集團年內應
the schemes by the Group during the year. 向該等計劃支付之供款。
F-431
ANNUAL REPORT 2018

47. RELATED PARTY TRANSACTIONS 47. 有關人士交易

China Poly Group 結餘
The following is a summary of principal related 下列為除附註19、20、29、30及31
party transactions and balances entered into by 所披露的交易及結餘外，本集團與
the Group with China Poly Group Corporation 中國保利集團有限公司及其附屬公
Limited and its subsidiaries, apart from 司訂立的主要有關人士交易及結餘
transactions and balances disclosed in notes 概要。多項交易亦構成上市規則第
19, 20, 29, 30, 31. Several transactions also 14A章定義的關連交易。該等關連交
constitute connected transactions as defined 易的進一步詳情於董事會報告「關連
under Chapter 14A of Listing Rules. Further 交易」一段披露。
details of these connected transactions are
disclosed under the paragraph “Connected
Transactions” in the Report of Directors.
2018 2017
Construction services fee 建築服務費用 (i) 46,095 187,676
Property rental income 物業租金收入 (ii) 14,720 15,474
Interest expenses 利息支出 (iii) 28,503 96,599
Guarantee charges 擔保開支 (iv) — 12,280
Management fee income 管理費收入 1,292 1,278
Rental expenses paid 已付租金開支 2,489 2,427
Notes: 附註：
(i) The amount represents the construction services fee (i) 有關款項指物業發展項目之已付或就
paid or payable to China Poly Group for the 建築服務應付予中國保利集團之建築
construction services in respect of property 服務費用。
development projects.
(ii) The amount represents rental income received for the (ii) 有關款項指經參考市價後之已收劇院
theatres which made with reference to market price. 租金收入。
(iii) The interest expenses derived from the loans advanced (iii) 利息支出來自中國保利集團墊付之貸
from China Poly Group. Details of the terms are set 款。條款的詳情載於附註29及30。
out in notes 29 and 30.
(iv) The guarantee charges paid to China Poly Group for (iv) 擔保開支乃付予中國保利集團（作為本
acting as a guarantor of bank loans borrowed by 集團附屬公司所借銀行貸款之擔保
subsidiaries of the Group and it was charged at 1% 人），並按最高擔保金額1%計算。
on the maximum guarantee amount.
F-432

(Continued)

China Poly Group (Continued) 結餘（續）
2018 2017
Balances: 結餘：
Bank balances and deposits 銀行結存及存款 (i) 460,926 482,802
Amount due from an associate 應收一間聯營公司款項 (ii) 237,928 100,371
Bank and other borrowings 銀行及其他借貸 (iii) 1,278,544 744,841
Notes: 附註：
(i) The amount represents the deposits placed by the (i) 有關款項指本集團存於中國保利集團
Group with China Poly Group. 之存款。
(ii) Details of the terms are set out in note 19. (ii) 條款詳情載於附註19。
(iii) The amount represents loan from China Poly Group, (iii) 有關款項指中國保利集團之貸款，為無
which was unsecured, carried interest at a variable 抵押、按中國基準利率110%之浮動利
rate of 110% of benchmark rate in the PRC and a 率及介乎7%至7.5%之固定利率計息及
fixed rate of range from 7% to 7.5% and repayable 須於兩年內償還。
within two years.
F-433
ANNUAL REPORT 2018


(Continued)
(b) Transactions and balances with (b) 與其他有關人士之交易及

other related parties 結餘
During the year, the Group entered into the 年內，本集團與中國保利集團以外
following transactions with related parties other 的有關人士訂立下列交易：
than China Poly Group:
2018 2017
Interest income 利息收入 (i) 208,021 210,788
Interest expenses 利息開支 (ii) 253,560 154,223
Guarantee income 擔保收入 (iii) 15,005 —
Notes: 附註：
(i) The amount represents the interest income from loans (i) 有關款項指貸款予聯營公司、合營企業
to associates, joint ventures and non-controlling 及附屬公司非控股股東帶來的利息收
shareholder of subsidiaries. Details of the terms are 入。條款詳情載於附註19、20及32。
set out in notes 19, 20 and 32.
(ii) The amount represents the interest paid to joint (ii) 有關款項指已付予合營企業及附屬公
ventures and non-controlling shareholders of 司非控股股東之利息。條款詳情載於附
subsidiaries. Details of the terms are set out in note 註20及32。
20 and 32.
(iii) The amount represents the guarantee income received (iii) 有關款項指收取一間合營企業之擔保
from a joint venture. 收入。
F-434

(Continued)

state-controlled entities in the PRC 大交易
Part of the Group’s operations is carried out in 本集團乃於目前由中國政府直接或
an economic environment currently 間接擁有或控制之實體（「國營企
predominated by entities directly or indirectly 業」）主導之經濟環境中進行部分業
owned or controlled by the PRC government 務。此外，本集團本身乃中國政府
(“state-controlled entities”). In addition, the 所控制之中國保利屬下之較大型公
Group itself is part of a larger group of 司集團。除本附註所披露與中國保
companies under China Poly which is controlled 利、其他關連人士及有關人士進行
by the PRC government. Apart from the 之交易外，本集團亦與其他國營企
transactions with China Poly, other connected 業進行交易。董事認為，就本集團
persons and related parties disclosed in this 與該等國營企業進行之業務交易而
note, the Group also conducts business with 言，該等國營企業均屬獨立第三方。
other state-controlled entities. The directors
consider those state-controlled entities are
independent third parties so far as the Group’s
business transactions with them are concerned.
In establishing its pricing strategies and 在訂立與其他國營企業進行交易之

approval process for transactions with other 定價策略及批准過程中，本集團並
state-controlled entities, the Group does not 無區別對方屬國營企業與否。
differentiate whether the counter-party is a
state-controlled entity or not.
Material transactions/balances with other state- 與其他國營企業進行之重大交易╱

controlled entities are as follows: 結餘如下：
2018 2017
HK$’000 HK$’000
千港元千港元
Trade sales 貿易銷售 62,100 65,178
Trade purchases 貿易購買 5,171 13,790
In view of the nature of the Group’s hotel 鑑於本集團之酒店經營業務性質，

operating business, the directors are of the 董事認為，除上文所披露者外，確
opinion that, except as disclosed above, it is 定交易對手之身份乃不切實際，故
impracticable to ascertain the identity of the 確認交易是否與其他國營企業進行
counterparties and accordingly whether the 亦不切實際。
transactions were with other state-controlled
entities.
F-435
ANNUAL REPORT 2018


(Continued)

state-controlled entities in the PRC 大交易（續）
(Continued)
In addition, the Group has entered into various 此外，本集團已於其日常業務過程
transactions, including deposit placements, 中與若干銀行及財務機構（均為國營
borrowings and other general banking facilities, 企業）訂立多項交易，包括開立存
with certain banks and financial institutions 款、借貸及其他一般銀行信貸。鑑
which are state-controlled entities in its ordinary 於該等銀行交易之性質，董事認
course of business. In view of the nature of 為，另行作出披露並無意義。
those banking transactions, the directors are of
the opinion that separate disclosure would not
be meaningful.
Except as disclosed above, the directors are of 除上文所披露者外，董事認為，與

the opinion that transactions with other state- 其他國營企業進行之交易對本集團
controlled entities are not significant to the 之經營而言並不重大。
Group’s operations.
(d) Compensation of key management (d) 主要管理人員酬金

personnel
The remuneration of key management during 年內，主要管理人員之酬金如下：
the year was as follows:
2018 2017
HK$’000 HK$’000
千港元千港元
Short-term benefits 短期福利 33,381 37,087

Post-employment benefits 離職後福利 687 932
34,068 38,019
F-436

(Continued)
(d) Compensation of key management (d) 主要管理人員酬金（續）

personnel (Continued)
The emoluments of key management were 主要管理人員之酬金介乎以下組別：
within the following bands:
2018 2017
Number of Number of
employee employee
HK$2,000,001 to HK$3,000,000 2,000,001港元至3,000,000

港元 4 —
HK$3,000,001 to HK$4,000,000 3,000,001港元至4,000,000
港元 6 6
HK$4,000,001 to HK$5,000,000 4,000,001港元至5,000,000
港元 — 3
F-437
ANNUAL REPORT 2018

48. STATEMENT OF FINANCIAL POSITION 48. 本公司於二零一八年十二月

OF THE COMPANY AS AT 31ST 三十一日之財務狀況表
DECEMBER, 2018
2018 2017
HK$’000 HK$’000
千港元千港元

Interests in subsidiaries 附屬公司權益 589,794 589,794
Investment in an associate 於一間聯營公司之投資 3,140 —
Amounts due from subsidiaries 應收附屬公司款項 22,499,066 22,307,446
Financial asset at fair value 按公平值計入損益之
through profit or loss 金融資產 410,738 —
Available-for-sale investments 可供出售投資 — 280,281

Other receivables 其他應收賬款 78,317 100,054
Amounts due from an associate 應收一間聯營公司款項 1,500 —
Amount due from a subsidiary 應收一間附屬公司款項 2,440,281 3,796,442
Bank balances, deposits and cash 銀行結存、存款及現金 1,335,861 935,179

Other payables 其他應付賬款 11,980 44,703
Notes payable 應付票據 — 3,900,000
Amounts due to subsidiaries 應付附屬公司款項 4,087,645 159,027
Net current (liabilities)/assets 流動（負債）╱ 資產淨值 (243,666) 727,945
Total assets less current liabilities 資產總值減流動負債 23,259,072 23,905,466
F-438

OF THE COMPANY AS AT 31ST 三十一日之財務狀況表（續）
DECEMBER, 2018 (Continued)
2018 2017
HK$’000 HK$’000
千港元千港元
Capital and reserves 資本及儲備

Share capital 股本 17,685,677 17,685,677
Reserves 儲備 1,673,395 2,319,789
Non-current liability 非流動負債

Bank borrowings — 銀行借貸 —
due after one year 一年後到期 3,900,000 3,900,000
Total non-current liability 非流動負債總額 3,900,000 3,900,000
23,259,072 23,905,466
Approved and authorised for issue by the Board of 於二零一九年三月二十九日經由董事會批

Directors on 29th March, 2019. 准及授權刊發。

張炳南王健
F-439
ANNUAL REPORT 2018


OF THE COMPANY AS AT 31ST 三十一日之財務狀況表（續）
DECEMBER, 2018 (Continued)
The reserves of the Company are as follows: 本公司之儲備如下：
Total
合計
HK$’000
千港元
Balance at 1st January, 2017 於二零一七年一月一日的結餘 2,705,882

於二零一七年十二月三十一日
Balance at 31st December, 2017
的結餘 2,319,789
首次應用香港財務報告準則
Impact on initial application of HKFRS 9
第9號的影響 97,451
於二零一八年一月一日經調整
Adjusted balance at 1st January, 2018
的結餘 2,417,240
Dividends paid 已付股息 (494,308)
Balance at 31st December, 2018
的結餘 1,673,395
Notes: 附註：
(a) As at 31st December, 2018, in the opinion of the directors, (a) 於二零一八年十二月三十一日，董事認為，本
the reserves of the Company available for distribution to 公司可供分派予股東之儲備為1,673,395,000港
shareholders amounted to HK$1,673,395,000 (2017: 元（二零一七年：2,319,789,000港元）。
HK$2,319,789,000).
(b) The consolidated profit attributable to owners of the Company (b) 本公司擁有人應佔綜合溢利包括已於本公司
includes a loss of HK$249,537,000 (2017: loss of 財務報表中處理之虧損249,537,000港元（二零
HK$386,093,000) which has been dealt with in the financial 一七年：虧損386,093,000港元）。
statements of the Company.
F-440
49. DIVIDENDS 49. 股息
2018 2017
HK$’000 HK$’000
千港元千港元
Dividends recognised as a distribution 年內已確認為分派之

during the year: 股息：
2017 final dividend of 二零一七年末期股息為
HK$0.135 per share 每股0.135港元 494,308 —
No interim dividend was paid for both years. 兩個年度均無派付中期股息。
The directors of the Company recommend the 本公司董事建議就截至二零一八年十二月

payment of a final dividend of HK$0.123 per share 三十一日止年度派發末期股息每股0.123
(2017: HK$0.135 per share) for the year ended 31st 港元（二零一七年：每股0.135港元）。
December, 2018.
F-441
ANNUAL REPORT 2018

50. PRINCIPAL SUBSIDIARIES 50. 主要附屬公司
Details of the Company’s principal subsidiaries at 於二零一八年十二月三十一日，本公司主

31st December, 2018 are as follows: 要附屬公司之詳情如下：
Particulars of Attributable portion of

Place of issued and paid up the issued share capital/
incorporation/ capital/registered registered capital
Name of subsidiary establishment capital held by the Company Principal activity
Directly Indirectly
直接間接
Ace Alliance Development Limited Hong Kong 1 ordinary share — 70% Property development
香港 1 股普通股物業發展
Able Lucky Development Limited Hong Kong 1 ordinary share — 100% Property development
益福發展有限公司香港 1 股普通股物業發展
Bassington Investments Limited Hong Kong 2 ordinary shares — 100% Property investment
百盛登投資有限公司香港 2 股普通股物業投資
Big Nice Development Limited Hong Kong 1 ordinary share — 100% Property development
鉅美發展有限公司香港 1 股普通股物業發展
Big Support Limited British Virgin Islands US$1 — 100% Investment holding
大承有限公司英屬處女群島 1 美元投資控股
CMIC Finance Limited Hong Kong 2 ordinary shares 100% — Financial services
香港 2 股普通股金融服務
CMIC Management Services Limited Hong Kong 100 ordinary shares 100% — Management services
香港 100 股普通股管理服務
F-442

(Continued)

Directly Indirectly
直接間接
Fainland Limited Hong Kong 2 ordinary shares — 100% Property investment

欣悅有限公司香港 2 股普通股物業投資
First Great Investments Limited Hong Kong 2 ordinary shares — 100% Investment holding
運宏投資有限公司香港 2 股普通股投資控股
Geldy Limited Hong Kong 1,000 ordinary shares — 100% Property investment
香港 1,000 股普通股物業投資
Grandful International Limited Hong Kong 2 ordinary shares — 100% Investment holding
衡豐國際有限公司香港 2股普通股投資控股
High Wealth International Limited Hong Kong 2 ordinary shares — 100% Property investment
富崇國際有限公司香港 2股普通股物業投資
Honorlink Investments Limited Hong Kong 2 ordinary shares — 100% Property investment
浩聯投資有限公司香港 2股普通股物業投資
Hubei Poly Hotel Company Limited PRC Registered capital — 100% Investment, management
(“Hubei Poly”) (note i) RMB62,000,000 and operation of a hotel
湖北保利大酒店有限公司中國註冊股本人民幣投資、管理及營運一間酒店
（「湖北保利」（）附註i） 62,000,000元
Johnsbury Limited British Virgin Islands US$9,600,000 100% — Investment holding

創寶耀有限公司英屬處女群島 9,600,000美元投資控股
Poly Plaza Limited (“PPL”) (note ii) PRC Registered capital — 75% Investment, management
US$10,000,000 and operation of a hotel
complex
保利大廈有限公司（「保利大廈」）中國註冊股本投資、管理及營運一幢酒店
（附註ii） 10,000,000美元大樓
F-443
ANNUAL REPORT 2018


(Continued)

Directly Indirectly
直接間接
Polystar Digidisc Co., Ltd. (“Polystar”) (note iii) PRC Registered capital — 66% Manufacturing and
RMB9,000,000 wholesaling of compact
discs, video compact
discs and digital video
discs
北京保利星數據光盤有限公司中國註冊股本人民幣製造及批發光碟、錄像光碟
（「保利星」（
）附註iii） 9,000,000元及數碼錄像光碟
Poly (Hong Kong) Property Developments Limited Hong Kong 1 ordinary share — 100% Investment holding
保利（香港）房地產發展有限公司香港 1 股普通股投資控股
Poly (Hong Kong) Real Estate Limited Hong Kong 1 ordinary share — 100% Investment holding
保利（香港）房地產開發有限公司香港 1 股普通股投資控股
Poly Property (Hong Kong) Co., Ltd. Hong Kong 1 ordinary share 100% — Investment holding
保利置業（香港）有限公司香港 1 股普通股投資控股
Poly Treasure Holdings Limited Hong Kong 50,000,000 ordinary 100% — Asset management
shares
保利控股財金有限公司香港 50,000,000股普通股資產管理
Prime Brilliant Limited Hong Kong 2 ordinary shares — 100% Property investment
傲恒有限公司香港 2 股普通股物業投資
Propwood Limited Hong Kong 2 ordinary shares — 100% Property investment

置浩有限公司香港 2 股普通股物業投資
Rapid Bloom Limited British Virgin Islands US$1 — 100% Investment holding
迅旺有限公司英屬處女群島 1 美元投資控股
Saneble Limited Hong Kong 2 ordinary shares — 100% Property investment

紹寶有限公司香港 2 股普通股物業投資
Smart Best Investments Limited Hong Kong 1 ordinary share — 100% Investment holding
勝寶投資有限公司香港 1 股普通股投資控股
F-444

(Continued)

Directly Indirectly
直接間接
保利置業集團有限公司 (note i)（附註i） PRC Registered capital — 100% Investment holding

RMB2,200,000,000
2,200,000,000元
上海浦利房地產發展有限公司 (note i)（附註i） PRC Registered capital — 100% Property investment

US$24,000,000
中國註冊股本物業投資
24,000,000美元
上海夢苑房地產有限公司 PRC Registered capital — 100% Property investment and

中國註冊股本人民幣物業投資及投資控股
5,000,000元
上海保利廣場資產管理有限公司 PRC Registered capital — 100% Property investment

RMB200,000,000
200,000,000元
上海保利佳房地產開發有限公司 PRC Registered capital — 100% Property development

RMB150,000,000
150,000,000元
上海保利花木有限公司 PRC Registered capital — 100% Property development

RMB1,000,000
1,000,000元
上海保利物業酒店管理集團有限公司 PRC Registered capital — 100% Property management

RMB50,000,000
50,000,000元
F-445
ANNUAL REPORT 2018


(Continued)

Directly Indirectly
直接間接
上海保利金鵬置業有限公司 PRC Registered capital — 50.10% Investment holding

RMB20,000,000
20,000,000元
上海保利銳馳房地產經紀有限公司 PRC Registered capital — 100% Property agency

RMB5,000,000
中國註冊股本人民幣物業代理
5,000,000元
上海保利茂佳房地產開發有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
上海保利和佳房地產開發有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
上海隆鵬房地產開發有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
上海盈佳資產經營管理有限公司 PRC Registered capital — 100% Property development

RMB100,000,000
100,000,000元
上海盛淞資產管理有限公司 PRC Registered capital — 100% Property development

RMB200,000,000
200,000,000元
F-446

(Continued)

Directly Indirectly
直接間接
保利置業集團（上海）投資有限公司 PRC Registered capital — 100% Investment holding

RMB580,000,000
580,000,000元
上海盛衍投資管理有限公司 PRC Registered capital — 100% Property investment

RMB100,000,000
100,000,000元
上海保利物產經營管理有限公司 PRC Registered capital — 100% Property investment

RMB208,170,000
208,170,000元
湖北保利置業有限公司 PRC Registered capital — 100% Property development and

100,000,000元
湖北保利建築工程有限公司 PRC Registered capital — 100% Provision of construction

RMB120,000,000 service
中國註冊股本人民幣提供建築服務
120,000,000元
湖北保利投資有限公司 PRC Registered capital — 100% Property development and

100,000,000元
湖北保利普提金置業有限公司 PRC Registered capital — 68% Property development

RMB50,000,000
50,000,000元
F-447
ANNUAL REPORT 2018


(Continued)

Directly Indirectly
直接間接
武漢眾和置業有限公司 PRC Registered capital — 55% Property development

RMB41,200,000
41,200,000元
武漢聯業科技開發有限責任公司 PRC Registered capital — 100% Property investment

RMB100,000
100,000元
武漢長江投資控股有限公司 PRC Registered capital — 100% Property management

RMB100,000,000
100,000,000元
重慶保利小泉實業有限公司 PRC Registered capital — 51% Property development

RMB80,000,000
80,000,000元
北京花園別墅有限公司 PRC Registered capital — 51% Property investment

RMB91,656,147
91,656,147元
廣東保利置業有限公司 PRC Registered capital — 100% Investment holding

RMB300,000,000
300,000,000元
佛山市保利置業有限公司 PRC Registered capital — 100% Property development

RMB30,000,000
30,000,000元
F-448

(Continued)

Directly Indirectly
直接間接
廣州保利南方置業有限公司 PRC Registered capital — 51% Property development

RMB30,000,000
30,000,000元
佛山市盈奧投資發展有限公司 PRC Registered capital — 100% Property development

RMB30,000,000
30,000,000元
佛山市保信置業有限公司 (note i)（附註i） PRC Registered capital — 100% Property development

USD50,000,000
中國註冊股本50,000,000 物業發展
美元
廣州保盈置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
廣州保利置業有限公司 PRC Registered capital — 51% Property development

RMB101,800,000
101,800,000元
廣州保航房地產開發有限公司 PRC Registered capital — 100% Property development

RMB30,000,000
30,000,000元
廣州東灝房地產開發有限公司 PRC Registered capital — 75% Property development

RMB100,000,000
100,000,000元
F-449
ANNUAL REPORT 2018


(Continued)

Directly Indirectly
直接間接
廣州保雅置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
廣州保睿地產銷售代理有限公司 PRC Registered capital — 85% Property development

RMB30,000,000
30,000,000元
佛山市保邑置業有限公司 PRC Registered capital — 100% Property development

RMB30,000,000
30,000,000元
惠州保利龍勝房地產開發有限公司 PRC Registered capital — 80% Property development

RMB100,000,000
100,000,000元
惠州市保利建業房地產開發有限公司 PRC Registered capital — 70% Property development

RMB88,926,900
88,926,900元
深圳市保利房地產開發有限公司 PRC Registered capital — 100% Investment holding

RMB100,000,000
100,000,000元
深圳市保利置地房地產開發有限公司 PRC Registered capital — 70% Property development

RMB50,000,000
50,000,000元
F-450

(Continued)

Directly Indirectly
直接間接
貴陽保利投資房地產開發有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
保利貴州房地產開發有限公司 PRC Registered capital — 66.50% Property development

RMB100,000,000
100,000,000元
保利貴州溫泉經營管理有限公司 PRC Registered capital — 66.50% Hot spring operation

RMB3,000,000
中國註冊股本人民幣經營溫泉
3,000,000元
貴陽保利房地產開發有限公司 PRC Registered capital — 66.50% Property development

RMB50,000,000
50,000,000元
貴陽保利龍谷房地產開發有限公司 PRC Registered capital — 66.50% Property development

RMB50,000,000
50,000,000元
貴陽保利酈城房地產開發有限公司 PRC Registered capital — 51% Property development

RMB50,000,000
50,000,000元
貴陽保利鐵投房地產開發有限公司 PRC Registered capital — 50% Property development

RMB50,000,000
50,000,000元
F-451
ANNUAL REPORT 2018


(Continued)

Directly Indirectly
直接間接
貴陽遵義保利置業有限公司 (note v)（附註v） PRC Registered capital — 35% Property development

RMB50,000,000
50,000,000元
黑龍江保利澳娛房地產開發有限公司（「保利澳娛」） PRC Registered capital — 58% Property development

(note iv)（附註iv） RMB100,000,000
100,000,000元
保利置業集團黑龍江有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
哈爾濱保利房地產綜合開發有限責任公司 PRC Registered capital — 51% Property development

RMB50,000,000
50,000,000元
哈爾濱眾匯房地產發展有限公司 PRC Registered capital — 100% Property development

RMB20,000,000
20,000,000元
哈爾濱寶輝房地產發展有限公司 PRC Registered capital — 100% Property development

RMB20,000,000
20,000,000元
哈爾濱星聯房地產發展有限公司 PRC Registered capital — 100% Property development

RMB20,000,000
20,000,000元
F-452

(Continued)

Directly Indirectly
直接間接
哈爾濱保利鑫房地產開發有限公司 PRC Registered capital — 100% Property development

RMB20,000,000
20,000,000元
哈爾濱東安航空零部件製造有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
牡丹江保輝置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
保利山東置業集團有限公司 PRC Registered capital — 100% Investment holding

RMB340,000,000
340,000,000元
山東保利嘉園置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
山東保利花園房地產開發有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
山東保利芙蓉房地產開發有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
F-453
ANNUAL REPORT 2018


(Continued)
Directly Indirectly
直接間接
濟南保利置業有限公司 PRC Registered capital — 100% Property development

RMB237,306,206
237,306,206元
濟南保利房地產開發有限公司 PRC Registered capital — 85% Property development

RMB200,000,000
200,000,000元
煙台保利置業有限公司 PRC Registered capital — 100% Property development

RMB100,000,000
100,000,000元
煙台利發置業有限公司 PRC Registered capital — 55% Property development

RMB50,000,000
50,000,000元
威海保利置業有限公司 PRC Registered capital — 100% Property development

RMB100,000,000
100,000,000元
威海利川置業有限公司 PRC Registered capital — 70% Property development

RMB30,000,000
30,000,000元
濟南保利城置業有限公司 PRC Registered capital — 80% Property development

RMB50,000,000
50,000,000元
F-454

(Continued)
Directly Indirectly
直接間接
濟南振邦商貿有限公司 PRC Registered capital — 70% Property development

RMB35,500,000
35,500,000元
濟南保利文昌置業有限公司 PRC Registered capital — 60% Property development

RMB16,670,000
16,670,000元
濟南盛利置業有限公司 PRC Registered capital — 51% Property development

RMB10,000,000
10,000,000元
濟南保創置業有限公司 PRC Registered capital — 75% Property development

RMB100,000,000
100,000,000元
煙台綠科置業有限公司 PRC Registered capital — 70% Property development

RMB100,000,000
100,000,000元
淄博保利置業有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
淄博貝瑞置業有限公司 PRC Registered capital — 65% Property development

RMB10,000,000
10,000,000元
F-455
ANNUAL REPORT 2018


(Continued)
Directly Indirectly
直接間接
淄博保利大成置業有限公司 PRC Registered capital — 65% Property development

RMB10,000,000
10,000,000元
保利雲南置業有限公司 PRC Registered capital — 100% Investment holding

RMB180,000,000
180,000,000元
保利雲南房地產開發有限公司 PRC Registered capital — 80% Investment holding

RMB100,000,000
100,000,000元
安寧保利房地產開發有限公司 PRC Registered capital — 80% Property development

RMB10,000,000
10,000,000元
雲南美城房地產開發有限公司 PRC Registered capital — 90% Property development

RMB50,000,000
50,000,000元
安寧保利投資有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
昆明保利房地產開發有限公司 PRC Registered capital — 73% Property development

RMB100,000,000
100,000,000元
F-456

(Continued)
Directly Indirectly
直接間接
廣西保利置業集團有限公司 PRC Registered capital — 100% Investment holding

RMB250,000,000
250,000,000元
廣西保利房地產有限責任公司 PRC Registered capital — 100% Property development

RMB150,000,000
150,000,000元
南寧新湄公河房地產有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
南寧市新保越房地產有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
廣西保利龍湖藍灣發展有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
柳州保利置業有限公司 PRC Registered capital — 100% Property development

RMB100,000,000
100,000,000元
廣西嶺灣投資有限公司 PRC Registered capital — 100% Investment holding

RMB10,000,000
10,000,000元
廣西南寧領新房地產有限公司 PRC Registered capital — 100% Property development

RMB1,000,000
1,000,000元
F-457
ANNUAL REPORT 2018


(Continued)
Directly Indirectly
直接間接
廣西悅灣投資有限公司 PRC Registered capital — 100% Investment holding

RMB10,000,000
10,000,000元
廣西秀程房地產有限公司 PRC Registered capital — 100% Property development

RMB5,000,000
5,000,000元
廣西保嶺投資有限公司 PRC Registered capital — 100% Investment holding

RMB10,000,000
10,000,000元
廣西領悅房地產有限公司 PRC Registered capital — 100% Property development

RMB5,000,000
5,000,000元
廣西利嶺投資有限公司 PRC Registered capital — 100% Investment holding

RMB10,000,000
10,000,000元
廣西鐵投三岸投資有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
寧波保利置業有限公司 (note i)（附註i） PRC Registered capital — 100% Property development

HK$1,459,000,000
1,459,000,000元
F-458

(Continued)
Directly Indirectly
直接間接
寧波保信置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
寧波保坤貿易有限公司 PRC Registered capital — 100% Property development

RMB1,000,000
1,000,000元
德清保利置業有限公司 PRC Registered capital — 100% Property development

RMB262,665,000
262,665,000元
德清保興置業有限公司 PRC Registered capital — 100% Property development

RMB10,000,000
10,000,000元
余姚保利置業有限公司 PRC Registered capital — 100% Property development

HK$1,100,000,000
1,100,000,000港元
保利（蘇州）置業有限公司 PRC Registered capital — 100% Investment holding

RMB1,600,000,000
1,600,000,000元
蘇州保利房地產開發有限公司 PRC Registered capital — 100% Property development

RMB1,200,000,000
1,200,000,000元
蘇州保利隆威置業有限公司 PRC Registered capital — 100% Property development

RMB328,623,800
328,623,800元
F-459
ANNUAL REPORT 2018


(Continued)
Directly Indirectly
直接間接
蘇州保利隆勝置業有限公司 PRC Registered capital — 100% Property development

RMB329,108,480
329,108,480元
蘇州和茂置業有限公司 PRC Registered capital — 100% Property development

RMB50,000,000
50,000,000元
蘇州保利隆茂置業有限公司 (note i)（附註i） PRC Registered capital — 100% Property development

HK$380,000,000
380,000,000港元
蘇州新利置業有限公司 PRC Registered capital — 100% Property development

RMB51,000,000
51,000,000元
萬寧騰遠發展有限公司 (note i)（附註i） PRC Registered capital — 100% Property development

US$35,000,000
35,000,000美元
海南帝港置業有限公司 (note i)（附註i） PRC Registered capital — 100% Property development

HK$280,000,000
280,000,000港元
The above table only lists those subsidiaries of the 董事認為，上表僅列出對本集團之業績、

Company which, in the opinion of the directors, 資產或負債有重大影響之本公司附屬公
principally affected the results, assets or liabilities of 司，並認為如將其他附屬公司之資料詳細
the Group. To give details of other subsidiaries 列出，會令資料過於冗長。
would, in the opinion of the directors, result in
particulars of excessive length.
F-460

(Continued)
Notes: 附註：
(i) These companies are a wholly foreign owned enterprise in the (i) 該等公司乃於中國之外商獨資企業。
PRC.
(ii) PPL is a Sino-foreign joint venture company established in the (ii) 保利大廈乃於中國成立之中外合資合營公司，
PRC for a renewal term of 50 years commencing 9th July, 經營年期由二零零三年七月九日起計為期五十
2003. 年。
(iii) Polystar is a Sino-foreign joint venture company established (iii) 保利星乃於中國成立之中外合資合營公司，經

in the PRC for a term of 20 years commencing 18th 營期由二零零零年十二月十八日起計為期二十
December, 2000. 年。
(iv) 保利澳娛 is a Sino-foreign joint venture company established (iv) 保利澳娛乃於中國成立之中外合資合營公司，

in the PRC for a term of 20 years commencing 29th 經營期由二零零四年十二月二十九日起計為
December, 2004. 期二十年。
(v) The Group holds 50% equity interest in 貴陽保利鐵投房地產 (v) 本集團持有貴陽保利鐵投房地產開發有限公

開發有限公司 (“貴陽保利鐵投”), which holds 70% equity 司（「貴陽保利鐵投」）50%股權，貴陽保利鐵投
interest in 遵義保利置業有限公司 (“遵義保利”). As a result, 持有遵義保利置業有限公司（「遵義保利」）70%
the Group holds 35% effective equity interest in 遵義保利. 股權。因此，本集團持有遵義保利35%實際股
According to the articles of association of 貴陽保利鐵投 and 權。根據貴陽保利鐵投及遵義保利的章程細
遵義保利, the Group is entitled to appoint three out of five 則，本集團有權於上述公司各自董事會的五名
directors in the board of directors of each of such 董事中委任三名董事。因此，本集團有權控制
companies. As a result, the Group has control over 貴陽保利貴陽保利鐵投及遵義保利，上述公司於二零
鐵投 and 遵義保利, which were accounted for as subsidiaries 一五年十一月入賬為本公司的附屬公司。
of the Company in November, 2015.
The directors of the Company are of the opinion that 本公司董事認為本集團非全資附屬公司概

none of the Group’s non wholly-owned subsidiaries 無對綜合財務報表整體而言屬重大的非控
with non-controlling interests are material to the 股權益，故此該等附屬公司的財務資料並
consolidated financial statements as a whole and 無呈列。
therefore, the financial information in respect of these
subsidiaries are not presented.
F-461
ANNUAL REPORT 2018

51. SEGMENT INFORMATION 51. 分部資料
Reportable segments 可報告分部

For management purposes, the Group is organised 為方便管理，本集團劃分為四個經營分
into four operating divisions. These divisions are the 部。本集團按此等分部呈列其主要分部資
basis on which the Group reports its segment 料。
information.
Principal activities are as follows: 主要活動如下：
Property development — property 物業發展業務 — 物業發展

business development
Property investment and — property investment 物業投資及管理 — 物業投資及管理

management and management
Hotel operations — hotel and restaurant 酒店營運 — 酒店及餐廳業務及

business and its 其相關服務
related services
Other operations — manufacturing and 其他營運 — 製造及銷售數碼

sales of digital 光碟及其他
discs and others
For the purposes of assessing segment performance 就評估分部表現及各分部間之資源分配而

and allocating resources between segments, the 言，本集團高級行政管理人員按下列基準
Group’s senior executive management monitors the 監控各個可報告分部之業績、資產及負
results, assets and liabilities attributable to each 債：
reportable segment on the following bases:
Segment assets include all tangible, intangible assets 分部資產包括所有有形、無形資產及流動

and current assets with the exception of interests in 資產，惟於聯營公司及合營企業之權益、
associates and joint ventures, deferred tax assets and 遞延稅項資產及其他企業資產除外。分部
other corporate assets. Segment liabilities included 負債包括各個分部之應付貿易賬款、應計
trade payable, accruals and deposited received 費用及已收按金及其他由分部直接管理之
attributable to the individual segments and other 借貸，惟個別分部應佔之其他企業負債除
borrowings managed directly by the segments with 外。
the exception of other corporate liabilities.
F-462

(Continued)

Revenue and expenses are allocated to the 收入及開支乃參考可報告分部產生之銷售
reportable segments with reference to sales 及承擔之開支而分配至可報告分部，或經
generated by those segments and the expenses 參考分部應佔資產之折舊或攤銷產生之開
incurred by those segments or which otherwise arise 支而作分配。
from the depreciation or amortisation of assets
attributable to those segments.
The measure used for reporting segment result is 用於報告分部業績之方法為經調整之扣除

“adjusted EBIT” i.e. adjusted earnings before interest 利息及稅項前盈利（「經調整除息稅前盈
and taxes. To arrive at adjusted EBIT, the Group’s 利」）。為計算經調整除息稅前盈利，本集
earnings are further adjusted for items not 團之盈利進一步就並非明確歸於個別分部
specifically attributed to individual segments, such as 之項目作出調整，如分佔聯營公司及合營
share of results of associates and joint ventures, gain 企業之業績、出售附屬公司權益之收益、
on disposal of interests in subsidiaries, directors’ and 董事及核數師之酬金或其他總部或企業行
auditor’s remuneration and other head office or 政成本。
corporate administration costs.
In addition to receiving segment information 除獲得有關經調整除息稅前盈利之分部資

concerning adjusted EBIT, management is provided 料外，管理層亦獲提供有關收入（包括內
with segment information concerning revenue 部間銷售）、利息收入及由分部直接管理
(including inter-segment sales), interest income and 之現金結餘及借貸開支、折舊、攤銷、減
expense from cash balances and borrowings 值虧損及分部營運中所使用之非流動分部
managed directly by the segments, depreciation, 資產添置之分部資料。
amortisation, impairment losses and additions to non-
current segment assets used by the segments in their
operations.
F-463
ANNUAL REPORT 2018


(Continued)

Information about these segments is presented 有關此等分部之資料呈列如下：
below:
For the year ended 31st December, 2018 截至二零一八年十二月三十一日止年度
Property
Property investment
物業物業
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue 收入

Share of results of associates 分佔聯營公司業績 (53,882) — — (72) — (53,954)


F-464

(Continued)

As at 31st December, 2018 二零一八年十二月三十一日
Property Property
物業物業
發展業務投資及管理酒店營運其他營運合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Assets 資產
Liabilities 負債

Depreciation 折舊 21,800 23,976 87,753 4,676 138,205
Amortisation of prepaid 預付租賃款項攤銷
lease payments 1,287 1,063 8,277 137 10,764
F-465
ANNUAL REPORT 2018


(Continued)

For the year ended 31st December, 2017 截至二零一七年十二月三十一日止年度
Property Property
物業物業
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue 收入

Gain on step-up acquisition of 增購一間附屬公司
a subsidiary 之收益 848,352 — — — — 848,352
Finance costs 融資成本 (961,878)
Share of results of associates 分佔聯營公司業績 (10,083) — — — — (10,083)


F-466

(Continued)

As at 31st December, 2017 二零一七年十二月三十一日
Property Property
物業發展業務物業投資及管理酒店營運其他營運合計
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Assets 資產
Interests in associates 於聯營公司之權益 298,155 — — — 298,155
Liabilities 負債

Depreciation 折舊 37,201 28,110 54,865 4,774 124,950
Amortisation of prepaid lease 預付租賃款項攤銷
payments 1,272 1,051 7,700 137 10,160
F-467
ANNUAL REPORT 2018


(Continued)

An analysis of the Group’s revenue by geographical 本集團之收入按客戶所在地之分析呈列如
location of its customers is presented below: 下：
Hong Kong PRC Total

香港中國合計
2018 2017 2018 2017 2018 2017
二零一八年二零一七年二零一八年二零一七年二零一八年二零一七年
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue 收入 10,611 7,134 23,223,033 31,695,908 23,233,644 31,703,042
The following is an analysis of the carrying amount of 以下乃特定非流動資產、分部資產賬面值

specified non-current assets, segment assets and 及資本開支按資產所在地之分析。
capital expenditure analysed by the geographical
area in which the assets are located.
Hong Kong and others PRC Total

香港及其他中國合計
2018 2017 2018 2017 2018 2017
二零一八年二零一七年二零一八年二零一七年二零一八年二零一七年
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Specified non-current assets 特定非流動資產 4,303,528 462,274 22,695,087 18,908,522 26,998,615 19,370,796
Segment assets 分部資產 20,060,839 11,500,492 120,564,613 113,022,885 140,625,452 124,523,377
Capital expenditure 資本開支 1,410 10,144 122,074 24,183 123,484 34,327
The Group’s customer base is diversified and no 本集團之客戶基礎多元化，並概無客戶之

customer with whom transactions have exceeded 交易超過本集團收入之10%（二零一七
10% of the Group’s revenue (2017: none). 年：無）。
F-468
52. ACQUISITION OF SUBSIDIARIES 52. 收購附屬公司
On 8th January, 2018, the Group entered into a sale 於二零一八年一月八日，本集團與第三方

and purchase agreement with a third party to 訂立買賣協議，以代價3,749,739,000港元
acquire 100% equity interest in Active Success 收購Active Success Consultants Limited
Consultants Limited at a consideration of 全部股權。
HK$3,749,739,000.
Details of the net assets acquired are summarised 收購的資產淨值詳情概述如下︰

below:
HK$'000
千港元
Net assets acquired: 收購資產淨值︰

Amount due from a joint venture 應收合營企業款項 40,772
Amount due to a shareholder 應付一名股東款項 (169,079)
Net assets acquired 收購資產淨值 3,580,660

Cash 現金 3,749,739
Amount due to immediate holding company 應付直接控股公司款項 (169,079)
3,580,660
Net cash outflow arising on acquisition 收購一間附屬公司所產生之

of a subsidiary: 現金流出淨額：
Cash paid 已付現金 3,749,739
Included in the loss for the year is HK$598,000 年內虧損包括被收購方所用的額外業務應

attributable to the additional business used by the 佔598,000港元。並無自被收購方獲得年
acquiree. No revenue for the year generated from 內收入。假設收購已於二零一八年一月一
the acquiree. Had the acquisition been completed on 日完成，本集團的年內收入將為
1st January, 2018, the Group’s revenue for the year 23,233,644,000港元，年內溢利將為
would have been HK$23,233,644,000, and profit for 2,601,448,000港元。備考資料僅供說明，
the year would have been HK$2,601,448,000. The pro 未必反映收購已於二零一八年一月一日完
forma information is for illustrative purposes only and 成的情況下，本集團實際錄得的收入及經
is not necessarily an indication of revenue and results 營業績，亦不擬作為未來業績的預測。
of operations of the Group that actually would have
on 1st January, 2018, nor is it intended to be a
F-469
ANNUAL REPORT 2018


(Continued)
During the year ended 31st December, 2017, the 截至二零一七年十二月三十一日止年度，

Group acquired nine companies which are engaged in 本集團收購九家於中國從事物業發展、管
property development and management and 理及建築的公司。自獨立第三方收購的總
construction in the PRC. The acquisition from 現金代價為人民幣3,499,709,000元（相當
independent third parties for an aggregated cash 於4,166,320,000港元）。該等交易採用收
consideration of RMB3,499,709,000 (equivalent to 購法處理。收購該等附屬公司旨在為本集
HK$4,166,320,000). Those transactions have been 團提供規模經濟效益及協同效應。
accounted for using the acquisition method. These
subsidiaries were acquired so as to provide
economies of scale and synergy to the Group.
Name of entity Date of acquisition % of interest acquired

實體名稱收購日期所收購權益百分比
廣西領悅房地產有限公司（廣西領悅） February 2017 100%

二零一七年二月
廣西秀程房地產有限公司 February 2017 100%
廣西南寧領新房地產有限公司 February 2017 100%
廣西三岸房地產有限公司 February 2017 100%
哈爾濱東安航空零部件製造有限公司 February 2017 100%
濟南盛利置業有限公司 February 2017 51%
濟南振邦商貿有限公司 February 2017 100%
深圳市保銀房地產開發有限公司 February 2017 51%
淄博貝瑞置業有限公司 February 2017 65%
F-470

(Continued)
The information for these acquisitions was disclosed 由於該等收購對本集團屬非個別重大，故

on an aggregated basis as they were individually 有關資料按整體基準披露。
immaterial to the Group.
Total amount
recognised at
the date of
Others acquisition
收購日期
廣西領悅其他確認總額
HK$'000 HK$'000 HK$'000
Fair value of net identifiable assets 收購附屬公司可識別

of the subsidiaries acquired: 資產淨值的公平值
Property, plant and equipment 物業、廠房及設備 — 5,273 5,273
Properties under development 發展中物業 1,709,025 3,278,442 4,987,467
Trade receivable 應收貿易賬款 — 538 538
Other receivable 其他應收賬款 — 33,562 33,562
Cash and bank balances 現金及銀行結存 4,970 106,520 111,490
Trade payable 應付貿易賬款 — (18) (18)
Other payable 其他應付賬款 — (934,980) (934,980)
1,713,995 2,489,337 4,203,332
Net assets acquired 收購資產淨值 1,713,995 2,489,337 4,203,332

Less: Non-controlling interests 減︰非控股權益 — (37,012) (37,012)
1,713,995 2,452,325 4,166,320

Cash 現金 702,277 1,045,474 1,747,751
Deposits paid for acquisition of 收購附屬公司已付按金
subsidiaries 1,011,718 1,369,234 2,380,952
Other payable 其他應付賬款 — 37,617 37,617
1,713,995 2,452,325 4,166,320

Net cash outflow arising on 收購附屬公司所產生
acquisition of subsidiaries: 現金流出淨額︰
Cash 現金 (702,277) (1,045,474) (1,747,751)
Bank balances and cash acquired 所收購之銀行結存及
現金 4,970 106,520 111,490
(697,307) (938,954) (1,636,261)
F-471
ANNUAL REPORT 2018


(Continued)
The non-controlling interests recognised at the dates 於收購日期確認的非控股權益乃參考被收

of acquisitions were measured by reference to the 購方的各附屬公司於收購日期的可識別資
proportionate share of the recognised value of the 產淨值的已確認價值應佔比例計量，為
net identifiable assets of the respective subsidiaries 37,012,000港元。
of the acquirees at the dates of acquisitions and
amounted to HK$37,012,000.
In December, 2017, the Group acquired additional 二零一七年十二月，本集團額外收購上海

50% equity interest of 上海盛衍投資管理有限盛衍投資管理有限公司（「上海盛衍」）的
公司 (“上海盛衍”) at the consideration of 50%股本權益，代價為人民幣330,000,000
RMB330,000,000 (approximately HK$379,310,000). 上元（約379,310,000港元）。上海盛衍曾為本
海盛衍 was previously a joint venture of the Group. 集團的合營企業。
F-472

(Continued)
Details of the net assets acquired in respect of the 上述交易收購的資產淨值詳情概述如下：

above transaction are summarised below:
HK$'000 HK$'000
千港元千港元
Net assets acquired: 收購資產淨值：

Cash and bank balances 現金及銀行結存 164
Amount due to an intermediate 應付一間中間控股
holding company 公司款項 (575)
1,449,307
Transferred from interests previously held 轉撥自過往持有及分類
and classified as joint venture 為合營企業之權益 (221,645)
Gain on step-up acquisition of 增購一間附屬公司之
a subsidiary 收益
venture to acquisition date 收購日公平價值之
fair value 收益 (503,009)
— Gain on bargain purchase — 議價採購之收益 (345,343) (848,352)
379,310

Cash 現金 379,310
Net cash outflow arising on acquisition: 收購所產生現金流出淨額︰

Cash and bank balances in the subsidiary 收購附屬公司的現金及
acquired 銀行結存 164
(379,146)
F-473
ANNUAL REPORT 2018


(Continued)

business reasons.
Included in the profit for the year 2017 is 二零一七年溢利包括被收購方產生的額外

HK$99,354,000 attributable to the additional business 業務應佔99,354,000港元。二零一七年收
generated by the acquirees. Revenue for the year 入包括被收購方所得15,000港元。假設收
2017 includes HK$15,000 generated from the 購已於二零一七年一月一日完成，本集團
acquirees. Had the acquisition been completed on 二零一七年收入將為31,703,027,000港
1st January, 2017, the Group’s revenue for the year 元，而二零一七年溢利將為2,467,286,000
2017 would have been HK$31,703,027,000, and profit 港元。備考資料僅供說明，未必反映收購
for the year 2017 would have been 已於二零一七年一月一日完成的情況下，
HK$2,467,286,000. The pro forma information is for 本集團實際錄得的收入及經營業績，亦不
illustrative purposes only and is not necessarily an 擬作為未來業績的預測。
indication of revenue and results of operations of the
Group that actually would have been achieved had
the acquisition been completed on 1st January, 2017,
nor is it intended to be a projection of future results.

INTEREST OF A SUBSIDIARY 益
In 6th December, 2018, the Group has entered into a 於二零一八年十二月六日，本集團訂立一
share purchase agreement for acquisition of 20% of 項股份購買協議收購廣州東灝房地產開發
the issued share capital of 廣州東灝房地產開發有限有限公司（「廣州東灝」）20%之已發行股
公司(“廣州東灝”). The vendor of the acquisition was 本。收購之賣方保利金控（上海）企業發展
保利金控（上海）企業發展有限公司 (“保利金控”) which 有限公司（「保利金控」）原為廣州東灝20%
was the legal and benefit owner of 20% of the issued 已發行股本之法定實益擁有人。收購代價
share capital of 廣州東灝. The consideration of the 為人民幣121,426,000元（相當於
acquisition was RMB121,426,000 (equivalent to 139,571,000港元），於收購日保利金控應
HK$139,571,000). The carrying amount of the net 佔廣州東灝資產淨值之賬面值為人民幣
assets in 廣州東灝 attributable to 保利金控 at the 56,510,000元（相當於64,954,000港元）。
acquisition date was RMB56,510,000 (equivalent to 本集團原先擁有廣州東灝55%之已發行股
HK$64,954,000). The Group originally owned 55% of 本。於收購完成後，本集團持有廣州東灝
the issued capital of 廣州東灝. Upon completion of 之75%股本權益。
the acquisition, the Group holds 75% of the equity
interest of 廣州東灝.
F-474

INTEREST OF A SUBSIDIARY 益（續）
(Continued)
HK$'000
千港元
Share of net assets in 廣州東灝 acquired 應佔所收購廣州東灝資產淨值 64,954

(74,617)
In March 2017, the Group entered into a share 於二零一七年三月，本集團訂立一項股份

purchase agreement for the acquisition of 10% of the 購買協議收購上海保利廣場資產管理有限
issued share capital (the “Acquisition) of 上海保利廣公司（「上海保利廣場」）10%之已發行股本
場資產管理有限公司 (“上海保利廣場”). The vendor of （「本收購」）。本收購之賣方上海申宇房地
the Acquisition was 上海申宇房地產開發有限公司 (“上產開發有限公司（「上海申宇房地產」）原為
海申宇房地產”) which was the legal and beneficial 上海保利廣場10%已發行股本之法定實益
owner of 10% of the issued share capital of 上海保利擁有人。本收購代價為人民幣100,854,000
廣場. The consideration of the acquisition was 元（相當於115,924,000港元），上海申宇房
RMB100,854,000 (equivalent to HK$115,924,000). The 地產於收購日佔已收購之上海保利廣場資
carrying amount of the net assets in 上海保利廣場產淨值之賬面值為人民幣158,759,000元
acquired of attributable to 上海申宇房地產 at the （相當於182,482,000港元）。本集團原先擁
acquisition date was RMB158,759,000 (equivalent to 有上海保利廣場90%之已發行股本。於本
HK$182,482,000). The Group originally owned 90% of 收購完成後，本集團持有上海保利廣場之
the issued share capital of 上海保利廣場. Upon 100%股本權益。
completion of the acquisition, the Group holds 100%
of the equity interest in 上海保利廣場.
HK$'000
千港元
Share of net assets in 上海保利廣場應佔所收購上海保利廣場

acquired 資產淨值 182,482
66,558
F-475
INTERIM REPORT 2020
15
INTERIM RESULTS
The directors (the “Directors/Board”) of Poly Property Group Co., Limited (the “Company”) hereby announce
the unaudited condensed consolidated results of the Company and its subsidiaries (the “Group”) for the
six months ended 30 June 2020 with comparative figures for the six months ended 30 June 2019 as follows:
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

2020 2019
Revenue 2 12,989,295 17,493,954

Cost of sales (8,108,362) (10,073,465)
Gross profit 4,880,933 7,420,489

(Decrease)/increase in fair value of investment
properties (142,845) 34,091
Increase in fair value of financial assets 17,366 28,418
Other gains, net 3 298,491 98,192
Selling expenses (280,844) (539,080)
Administrative expenses (521,435) (642,099)
Other operating expenses (147,577) (144,778)
Gain on step-up acquisition of a subsidiary 23 2,175 53,330
Loss on disposal of subsidiaries 24 (265,078) —
Finance costs (782,362) (741,528)
Share of results of associates (26,675) (23,937)
Share of results of joint ventures 27,513 259,083
Profit before income tax expense 4 3,059,662 5,802,181

Income tax expense 5 (1,905,370) (1,786,860)
Profit for the period 1,154,292 4,015,321
Attributable to:
Owners of the Company 828,398 3,737,636
Non-controlling interests 325,894 277,685
1,154,292 4,015,321
Earnings per share (expressed in HK cents) 7

— Basic 22.62 102.08
— Diluted 22.56 101.65
F-476
INTERIM REPORT 2020
INTERIM RESULTS
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

2020 2019
HK$’000 HK$’000
Profit for the period 1,154,292 4,015,321
Other comprehensive income

Items that may be reclassified subsequently to
profit or loss:
Exchange differences arising on translation of financial
statements of foreign operations (323,468) (307,895)
Items that will not be reclassified to profit or loss:
(Deficit)/surplus arising on revaluation of properties (30,108) 70,045
Other comprehensive income before tax (353,576) (237,850)

Deferred tax liability arising on revaluation of properties 7,527 (17,511)
Other comprehensive income for the period,

net of tax (346,049) (255,361)
Total comprehensive income for the period 808,243 3,759,960
Attributable to:
Owners of the Company 519,338 3,504,349
Non-controlling interests 288,905 255,611
808,243 3,759,960
F-477
INTERIM REPORT 2020
17
INTERIM RESULTS
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30 June 31 December
2020 2019
(Unaudited) (Audited)
Non-current assets
Investment properties 9 10,884,637 12,115,132
Property, plant and equipment 9 2,841,899 3,755,234
Right-of-use assets 280,767 365,040
Interests in associates 240,709 291,900
Interests in joint ventures 7,415,645 7,429,659
Financial assets at fair value through profit or loss 25 556,107 544,624
Loan receivables 158,756 195,666
Deposits paid for acquisition of land use rights 5,344,209 2,948,333
Deferred tax assets 271,070 285,286
Total non-current assets 27,993,799 27,930,874
Current assets
Properties under development 74,675,074 65,667,447
Properties held for sale 18,288,790 21,316,121
Other inventories 83,190 81,391
Contract costs 292,717 390,816
Trade and other receivables 10 6,670,498 5,741,095
Amounts due from associates 11 1,265,300 2,516,118
Amounts due from joint ventures 12 4,961,949 5,080,256
Amounts due from non-controlling shareholders of
subsidiaries 516,600 605,146
Taxation recoverable 2,626,086 2,040,047
Pledged bank deposits 471,052 433,580
Bank balances, deposits and cash 32,276,200 27,480,746
Total current assets 142,127,456 131,352,763
Current liabilities
Trade and other payables 13 19,169,479 20,583,403
Contract liabilities 28,208,716 27,185,777
Property rental deposits 124,374 130,162
Amount due to an associate 11 113,791 81,722
Amounts due to joint ventures 12 1,871,586 1,688,741
Amount due to the ultimate holding company 14 20,778 20,925
Amount due to an intermediate holding company 15 3,068 3,102
Amounts due to fellow subsidiaries 16 533 539
Amounts due to non-controlling shareholders of
subsidiaries 2,577,599 2,491,584
Taxation payable 5,746,903 5,243,142
Notes payable — due within one year 17 3,900,000 —
Bank and other borrowings — due within one year 18 14,104,210 15,349,243
Total current liabilities 75,841,037 72,778,340
F-478
INTERIM REPORT 2020
INTERIM RESULTS
30 June 31 December
2020 2019
(Unaudited) (Audited)
Net current assets 66,286,419 58,574,423
Total assets less current liabilities 94,280,218 86,505,297
Capital and reserves attributable to owners

of the Company
Share capital 19 17,685,677 17,685,677
Reserves 14,630,796 14,866,483
Equity attributable to owners of the Company 32,316,473 32,552,160

Non-controlling interests 3,491,309 2,364,979
Total equity 35,807,782 34,917,139
Non-current liabilities
Bank and other borrowings — due after one year 18 55,267,765 44,190,170
Notes payable — due after one year 17 769,231 4,677,778
Lease liabilities 528 1,579
Loan from a fellow subsidiary 197,802 200,000
Deferred tax liabilities 2,237,110 2,518,631
Total non-current liabilities 58,472,436 51,588,158
94,280,218 86,505,297
F-479
INTERIM REPORT 2020
19
INTERIM RESULTS
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2020
Hotel
Share properties PRC Other Asset Non-
Share option revaluation Translation statutory capital revaluation Other Accumulated controlling
capital reserve reserve reserve reserves reserve reserve reserve profits Total interests Total
At 1 January 2020 17,685,677 24,453 619,039 (953,686) 1,883,424 175,771 22,054 (296,096) 13,391,524 32,552,160 2,364,979 34,917,139
Total comprehensive income for
the period — — (11,478) (297,582) — — — — 828,398 519,338 288,905 808,243
Recognition of equity-settled share-based
payment expense — 10,236 — — — — — — — 10,236 — 10,236
Dividends paid — — — — — — — — (765,261) (765,261) — (765,261)
Dividends paid to non-controlling
shareholders of subsidiaries — — — — — — — — — — (262,978) (262,978)
Capital contribution by non-controlling
shareholders — — — — — — — — — — 252,334 252,334
Acquisition of subsidiaries — — — — — — — — — — 606,750 606,750
Release upon disposal of subsidiaries — — (108,528) — (66,213) — — — 174,741 — 241,319 241,319
At 30 June 2020 17,685,677 34,689 499,033 (1,251,268) 1,817,211 175,771 22,054 (296,096) 13,629,402 32,316,473 3,491,309 35,807,782
Hotel
Share properties PRC Other Asset Non-
Share option revaluation Translation statutory capital revaluation Other Accumulated controlling
capital reserve reserve reserve reserves reserve reserve reserve profits Total interests Total
At 1 January 2019 17,685,677 — 530,060 (120,740) 1,628,079 300,840 22,054 (296,096) 10,139,221 29,889,095 2,670,318 32,559,413
Total comprehensive income
for the period — — 48,035 (281,322) — — — — 3,737,636 3,504,349 255,611 3,759,960
Recognition of equity-settled share-based
payment expense — 12,889 — — — — — — — 12,889 — 12,889
Dividends paid — — — — — — — — (450,369) (450,369) — (450,369)
Dividends paid to non-controlling
shareholders of subsidiaries — — — — — — — — — — (17,011) (17,011)
At 30 June 2019 17,685,677 12,889 578,095 (402,062) 1,628,079 300,840 22,054 (296,096) 13,426,488 32,955,964 2,908,918 35,864,882
F-480
INTERIM REPORT 2020
INTERIM RESULTS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

2020 2019
HK$’000 HK$’000
Operating activities
Cash generated from operations (2,152,571) 5,799,857
Tax paid (1,971,744) (1,523,463)
Interest paid (1,590,456) (1,287,136)
Net cash (used in)/generated from operating activities (5,714,771) 2,989,258
Investing activities
Acquisition of subsidiaries 409,076 662,009
Bank interest income received 139,382 92,232
Disposal of subsidiaries (15,573) —
(Increase)/decrease in pledged bank deposits (37,472) 266,854
Repayment from associates 919,351 433,745
Repayment from joint ventures 95,432 493,086
Repayment from non-controlling shareholders of subsidiaries 81,896 —
Proceeds from disposal of investment properties 60,419 8,413
Other cash flows arising from investing activities 26,756 (19,454)
Net cash generated from investing activities 1,679,267 1,936,885
Financing activities
Borrowings raised 20,098,999 10,354,549
Capital contribution by non-controlling shareholders of
subsidiaries 252,334 —
Dividends paid to equity shareholders of the Company (765,261) (450,369)
Dividends paid to non-controlling shareholders of subsidiaries (262,978) (17,011)
Repayment of borrowings (10,656,391) (8,957,403)
Repayment to non-controlling shareholders of subsidiaries (137,591) (136,967)
Advance from/(repayment to) joint ventures 201,403 (1,250,066)
Payment of lease liabilities (2,492) (2,257)
Other cash flows arising from financing activities 33,050 30,795
Net cash generated from/(used in) financing activities 8,761,073 (428,729)
Net increase in cash and cash equivalents 4,725,569 4,497,414

Cash and cash equivalents at beginning of the period 27,480,746 23,152,884
Effect of exchange rate changes on cash and cash
equivalents 69,885 (146,593)
Cash and cash equivalents at end of the period 32,276,200 27,503,705
Analysis of the balance of cash and cash equivalents,

represented by
— bank balances, deposits and cash 32,276,200 27,503,705
F-481
INTERIM REPORT 2020
21
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
The condensed consolidated financial statements have been prepared in accordance with Hong
Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong
Institute of Certified Public Accountants (“HKICPA”) and applicable disclosure provisions of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The condensed consolidated financial statements have been prepared in accordance with the same
accounting policies adopted in the most recent consolidated financial statements for the year ended
31 December 2019, except for the changes in accounting policy made when the Group initially
applies financial reporting standards newly applicable to the annual accounting period beginning
on 1 January 2020.
The preparation of condensed consolidated financial statements in conformity with HKAS 34 requires
management to make judgments, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual
results may differ from these estimates.
This report contains condensed consolidated financial statements and selected explanatory notes.
The explanatory notes include an explanation of events and transactions that are significant to the
understanding of the changes in financial position and performance of the Group since the most
recent consolidated financial statements for the year ended 31 December 2019. The condensed
consolidated financial statements and notes thereon do not include all of the information required
for full set of financial statements prepared in accordance with Hong Kong Financial Reporting
Standards (“HKFRSs”).
The financial information relating to the financial year ended 31 December 2019 that is included in
this report of the interim results for the six months ended 30 June 2020 as comparative information
does not constitute the Company’s statutory annual consolidated financial statements for that
financial year but is derived from those financial statements. Further information relating to these
statutory financial statements disclosed in accordance with section 436 of the Hong Kong Companies
Ordinance (Cap. 622) is as follows:
The Company has delivered the financial statements for the year ended 31 December 2019 to the
Registrar of Companies as required by section 662(3) of, and Part 3 of Schedule 6 to, the Hong
Kong Companies Ordinance (Cap. 622).
The Company’s auditor has reported on those financial statements. The auditor’s report was
unqualified; did not include a reference to any matters to which the auditor drew attention by way
of emphasis without qualifying its report; and did not contain a statement under sections 406(2),
407(2) or (3) of the Hong Kong Companies Ordinance (Cap. 622).
F-482
INTERIM REPORT 2020
The HKICPA has issued the following amendments to HKFRSs that are first effective for the current
accounting period of the Group. Of these, the following amendments are relevant to the Group:
HKFRS 3 (Amendments) Definition of a Business

HKAS 1 and HKAS 8 (Amendments) Definition of Material
HKFRS 9, HKAS 39 and HKFRS 7 Interest Rate Benchmark Reform
(Amendments)
Amendments to HKFRS 16 COVID-19-Related Rent Concessions
Conceptual Framework for Financial
Reporting (Revised)
The Group has assessed the impact of the adoption of these new and amended standards that are
effective for the first time for this interim.
The impact of the adoption of this standard and the new accounting policy did not have any material
impact on the Group’s accounting policies and did not require retrospective adjustments.
The following new/revised HKFRSs, potentially relevant to the Group’s financial statements, have
been issued, but are not yet effective and have not been early adopted by the Group. The Group’s
current intention is to apply these changes on the date they become effective.
HKFRS 10 and HKAS 28 (Amendments) Sale or Contribution of Assets between an

Investor and its Associate or Joint Venture2
HKFRS 17 Insurance Contracts1
1
Effective for annual periods beginning on or after 1 January 2023
2
The amendments were originally intended to be effective for periods beginning on or after 1 January
2018. The effective date has now been deferred/removed. Early application of the amendments continue
to be permitted.
The Group has already commenced an assessment of the impact of adopting the above standards
and amendments to existing standards to the Group. The Group is not yet in a position to state
whether these new pronouncements will result in substantial changes to the Group’s accounting
policies and financial statements.
2. REVENUE AND SEGMENT INFORMATION

The chief operating decision makers have been identified as the Directors of the Company. The
Directors review the Group’s internal reporting in order to assess performance and allocate resources.
Management determined the operating segments based on those reports.
For management purposes, the Group is organised into four operating divisions. These divisions
are the basis on which the Group reports its segment information.
F-483
INTERIM REPORT 2020
23
Principal activities are as follows:
Property development business — property development
Property investment and management — property investment and management
Hotel operations — hotel and restaurant business and its related services
Other operations — manufacturing and sales of digital discs and others
Information about these segments is presented below:
Property
Property investment
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
REVENUE
Revenue from contracts with
customers:
— Recognised at point in time 12,191,973 — — 28,955 — 12,220,928
— Recognised overtime — 438,956 74,169 — — 513,125
Revenue from other sources:
— Rental income — 255,242 — — — 255,242
External revenue 12,191,973 694,198 74,169 28,955 — 12,989,295

Inter-segment revenue* — 38,488 — — (38,488) —
Total revenue 12,191,973 732,686 74,169 28,955 (38,488) 12,989,295
SEGMENT RESULTS 4,154,950 (28,639) (91,395) 38,687 — 4,073,603
Unallocated income 139,747

Unallocated expenses (109,261)
Gain on step-up acquisition of
a subsidiary 2,175 — — — — 2,175
Loss on disposal of subsidiaries (265,078) — — — — (265,078)
Finance costs (782,362)
Share of results of associates (26,589) — — (86) — (26,675)
Share of results of joint ventures 27,542 — — (29) — 27,513
Profit before income tax expense 3,059,662

Income tax expense (1,905,370)
Profit for the period 1,154,292
* Inter-segment revenue were charged with reference to prices charged to external parties for similar
services or products.
F-484
INTERIM REPORT 2020
At 30 June 2020
Assets and liabilities
Property
Property investment
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Assets
Segment assets 112,094,181 11,343,331 2,638,574 705,218 126,781,304
Interests in associates 238,714 — — 1,995 240,709
Interests in joint ventures 7,414,190 — — 1,455 7,415,645
Unallocated corporate
assets 35,683,597
Total assets 170,121,255
Liabilities
Segment liabilities 50,801,642 1,243,898 152,480 21,681 52,219,701
liabilities 82,093,772
Total liabilities 134,313,473
F-485
INTERIM REPORT 2020
25
Property
Property investment
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
REVENUE
Revenue from contracts with
customers:
— Recognised at point in time 16,473,205 — — 32,382 — 16,505,587
— Recognised overtime — 474,211 160,360 — — 634,571
Revenue from other sources:
— Rental income — 353,796 — — — 353,796
External revenue 16,473,205 828,007 160,360 32,382 — 17,493,954

Inter-segment revenue* — 45,996 — — (45,996) —
Total revenue 16,473,205 874,003 160,360 32,382 (45,996) 17,493,954
SEGMENT RESULTS 6,109,760 199,895 (61,144) 43,059 — 6,291,570
Unallocated income 92,334

Unallocated expenses (128,671)
Gain on step-up acquisition of
a subsidiary 53,330 — — — — 53,330
Finance costs (741,528)
Share of results of associates (23,937) — — — — (23,937)
Share of results of joint ventures 259,083 — — — — 259,083
Profit before income tax expense 5,802,181

Income tax expense (1,786,860)
Profit for the period 4,015,321
* Inter-segment revenue were charged with reference to prices charged to external parties for
similar services or products.
F-486
INTERIM REPORT 2020
At 31 December 2019
Assets and liabilities
Property
Property investment
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Assets
Segment assets 104,750,412 12,544,281 3,265,821 739,645 121,300,159
Interests in associates 289,820 — — 2,080 291,900
Interests in joint ventures 7,427,532 — — 2,127 7,429,659
assets 30,261,919
Total assets 159,283,637
Liabilities
Segment liabilities 50,790,262 1,310,839 184,355 23,162 52,308,618
liabilities 72,057,880
Total liabilities 124,366,498
3. OTHER GAINS, NET

2020 2019
HK$’000 HK$’000
(Loss)/gain on disposal of investment properties (38,592) 425

Dividend income 18,661 9,931
Exchange loss (80,813) (91,085)
Government subsidy 11,537 4,928
Interest income from bank 139,382 92,232
Interest income from loans to associates 15,818 37,251
Interest income from loans to joint ventures 120,874 38,700
Interest income from non-controlling interests 19,789 4,797
Others 91,835 1,013
298,491 98,192
F-487
INTERIM REPORT 2020
27
4. PROFIT BEFORE INCOME TAX EXPENSE

2020 2019
HK$’000 HK$’000
Profit before income tax expense is arrived at

after charging/(crediting):
Depreciation of property, plant and equipment 98,664 102,381

Depreciation of right-of-use assets 8,324 8,524
Interest on lease liabilities 109 219
Short-term leases expenses 8,150 7,074
Low-value assets leases expenses 99 258
Share of tax of joint ventures (included in share of
results of joint ventures) 69,325 186,566
Loss/(gain) on disposal of investment properties 38,592 (425)
5. INCOME TAX EXPENSE

2020 2019
HK$’000 HK$’000
The charge comprises:
Hong Kong Profits Tax 3,652 522,266

PRC Enterprise Income Tax 602,710 464,474
Land Appreciation Tax (“LAT”) 1,381,165 825,778
1,987,527 1,812,518
Deferred taxation (82,157) (25,658)
1,905,370 1,786,860
Hong Kong Profits Tax is calculated at 16.5% (six months ended 30 June 2019: 16.5%) of the
estimated assessable profit for the period ended 30 June 2020.
The People’s Republic of China (the “PRC”) Enterprise Income Tax is calculated at 25% based on
the estimated assessable profit for the period.
Certain PRC subsidiaries are also subject to the PRC LAT which is levied at progressive rates ranging
from 30% to 60% on the appreciation of properties, being the proceeds from sales of properties
less deductible expenditure including costs of land use rights and development and construction.
F-488
INTERIM REPORT 2020
6. DIVIDENDS
The Directors have resolved not to declare any interim dividend for the six months ended 30 June
2020 (six months ended 30 June 2019: HK$Nil).
The Company paid final dividend, in respect of the previous financial year, of HK$0.209 per share
during the period.
7. EARNINGS PER SHARE

The calculation of basic and diluted earnings per share for the six months ended 30 June 2020 is
based on the following data:

2020 2019
HK$’000 HK$’000
Earnings:
Profit for the period attributable to owners of
the Company 828,398 3,737,636

2020 2019
Number of shares:
Weighted average number of ordinary shares for
the purposes of basic earnings per share 3,661,537,046 3,661,537,046
Effect of dilutive potential ordinary shares on share
options 10,502,429 15,595,799
Weighted average number of ordinary shares for the

purposes of diluted earnings per share 3,672,039,475 3,677,132,845
The diluted earnings per share for the six months period ended 30 June 2020 and 2019 are
calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. The Company’s potentially dilutive ordinary shares
comprised of share options.
F-489
INTERIM REPORT 2020
29
8. TRANSFER TO AND FROM RESERVES

During the six months ended 30 June 2020, the Group’s subsidiaries in the PRC did not appropriate
any amount net of non-controlling interests’ share out of accumulated profits to the PRC statutory
reserves (six months ended 30 June 2019: HK$Nil), and the Group’s subsidiaries in the PRC release
HK$66,213,000 and HK$108,528,000 net of non-controlling interests’ share out of the PRC statutory
reserves and hotel properties revaluation reserve to accumulated profits respectively (six months
ended 30 June 2019: HK$Nil).
9. MOVEMENTS IN INVESTMENT PROPERTIES AND PROPERTY, PLANT AND

EQUIPMENT
The Group’s investment properties decreased HK$1,230 million during the period ended 30 June
2020 (30 June 2019: HK$107 million).
During the period ended 30 June 2020, the disposal of subsidiaries decreased HK$858 million
investment properties (30 June 2019: HK$Nil) and the decrease in fair value of investment properties
of HK$143 million was noted (30 June 2019: increase HK$34 million). Also, Renminbi depreciated
against Hong Kong dollars incurred HK$131 million decrease in investment properties (30 June
2019: HK$140 million) and disposal of investment properties of HK$98 million (30 June 2019: HK$8
million).
The Group’s property, plant and equipment decreased HK$913 million during the period ended
30 June 2020 (30 June 2019: HK$62 million).
During the period ended 30 June 2020, the disposal of subsidiaries decreased HK$505 million
property, plant and equipment (30 June 2019: HK$Nil) and the deficit arising on revaluation of hotel
properties of HK$30 million was noted (30 June 2019: surplus HK$70 million). Also, Renminbi
depreciated against Hong Kong dollars incurred HK$39 million decrease in property, plant and
equipment (30 June 2019: HK$42 million) and disposal of property, plant and equipment of HK$253
million (30 June 2019: HK$Nil). The depreciation charge of HK$99 million during the current period
was noted (30 June 2019: HK$102 million).
The decrease was offset by additions of motor vehicles, furniture and fixture and plant and machinery
of HK$13 million (30 June 2019: HK$14 million).
The Group’s investment properties and hotel properties at 30 June 2020 were valued by AA Property
Services Limited, an independent professional surveyor and property valuer not connected with the
Group. AA Property Services Limited is a member of the Hong Kong Institute of Surveyors and has
appropriate qualifications and recent experiences in the valuation of similar properties in the relevant
locations. The valuation was arrived at using the same valuation techniques as were used by this
valuer when carrying out the valuations at 31 December 2019.
F-490
INTERIM REPORT 2020
10. TRADE AND OTHER RECEIVABLES

The credit terms in connection with sales of properties granted to the customers are set out in the
sale and purchase agreements and vary from agreements. There is no concentration of credit risk
with respect to trade receivables which arise from sales of properties as the Group has numerous
customers. In respect of sales of goods to trade customers, the Group allows an average credit
periods ranging from 30 days to 90 days. The following is an aged analysis of trade receivables net
of allowance for doubtful debts at the end of the reporting period:
30 June 31 December
2020 2019
HK$’000 HK$’000
0 to 30 days 56,288 67,235

31 to 90 days 40,894 24,502
More than 90 days 55,770 53,373
Total trade receivables 152,952 145,110

Other receivables 6,517,546 5,595,985
6,670,498 5,741,095
11. AMOUNTS DUE FROM/(TO) ASSOCIATES

30 June 31 December
2020 2019
HK$’000 HK$’000
Amounts due from associates:

— Interest-free 1,060,904 2,309,451
— Fixed rate of 8% 204,396 206,667
1,265,300 2,516,118
Amount due to an associate:

— Interest-free 113,791 81,722
The amounts are unsecured and repayable on demand.
F-491
INTERIM REPORT 2020
31
12. AMOUNTS DUE FROM/(TO) JOINT VENTURES

30 June 31 December
2020 2019
HK$’000 HK$’000
Amounts due from joint ventures:

— Interest-free 1,301,774 4,245,175
— Fixed rate of 7% 190,259 271,251
— Fixed rate of 8% 199,077 201,289
— 110% of benchmark rate in the PRC 411,446 362,541
— HIBOR +1.5% 2,859,393 —
4,961,949 5,080,256
Amounts due to joint ventures:

— Interest-free 992,512 671,566
— Fixed rate of 4.35% 879,074 1,017,175
1,871,586 1,688,741
13. TRADE AND OTHER PAYABLES

The following is an aged analysis of trade payables based on the invoice date at the end of the
reporting period:
30 June 31 December
2020 2019
HK$’000 HK$’000
0 to 30 days 3,381,507 5,229,598

31 to 90 days 345,940 434,500
More than 90 days 6,114,850 5,585,278
Total trade payables 9,842,297 11,249,376

Bills payables — 52,635
Other payables 9,327,182 9,281,392
19,169,479 20,583,403
F-492
INTERIM REPORT 2020
14. AMOUNT DUE TO THE ULTIMATE HOLDING COMPANY

30 June 31 December
2020 2019
HK$’000 HK$’000
Interest-free 20,778 20,925
15. AMOUNT DUE TO AN INTERMEDIATE HOLDING COMPANY

30 June 31 December
2020 2019
HK$’000 HK$’000
Interest-free 3,068 3,102
16. AMOUNTS DUE TO FELLOW SUBSIDIARIES

30 June 31 December
2020 2019
HK$’000 HK$’000
Interest-free 533 539
The balances are unsecured and repayable on demand.
F-493
INTERIM REPORT 2020
33
17. NOTES PAYABLE

The Group has issued the following notes payable:
(i) On 10 April 2018 and 7 May 2018, the Group issued the 5.2% notes due in 2021 in the
aggregate principal amount of US$500,000,000 (equivalent to HK$3,900,000,000)
(31 December 2019: US$500,000,000 equivalent to HK$3,900,000,000). The notes bear
interest at the rate of 5.2% per annum, which are payable semi-annually in arrears on the
interest payment dates falling 10 April and 10 October in each year.
(ii) On 22 August 2018, the Group issued the 5.28% notes due in 2021 in the aggregate principal
amount of RMB700,000,000 (equivalent to HK$769,231,000) (31 December 2019:
RMB700,000,000 equivalent to HK$777,778,000). The note bears interest at the rate of 5.28%
per annum. The notes are payable annually in arrears on the interest payment date falling
13 August in each year.
18. BANK AND OTHER BORROWINGS

During the period, the Group obtained new bank and other borrowings in the amounts of HK$20,099
million (30 June 2019: HK$10,354 million), which bear interest at market rates. Also, the acquisition
of subsidiaries generated HK$958 million increase in bank and other borrowings (30 June 2019:
HK$2,042 million).
The increase was offset by repayment of bank and other borrowings of HK$10,656 million (30 June
2019: HK$8,957 million) during the period. Renminbi depreciated against Hong Kong dollars incurred
HK$568 million decrease in bank and other borrowings (30 June 2019: HK$456 million).
19. SHARE CAPITAL

Number of
ordinary shares Amount
HK$’000
Ordinary shares, issued and fully paid:

At 1 January 2020 and 30 June 2020 3,661,537,046 17,685,677
F-494
INTERIM REPORT 2020
20. CONTINGENT LIABILITIES

The Group arranged mortgage loan facilities with certain banks for purchasers of property units and
provided guarantees to banks to secure obligations of such purchasers of repayment. The maximum
guarantees given to banks amounted to HK$29,812,574,000 as at 30 June 2020 (31 December 2019:
HK$29,978,261,000). Such guarantees will terminate upon the earlier of (i) issue of the real estate
ownership certificate; and (ii) the satisfaction of the mortgage loans by the buyers of the properties.
The Group has not recognised any deferred income in respect of these guarantees as its fair value
is considered to be minimal by the Directors. The Directors also consider that the fair value of the
underlying properties is able to cover the outstanding mortgage loan guaranteed by the Group in
the event the purchasers default payments to the banks.
At 30 June 2020, the Group had given guarantees to certain banks in respect of credit facilities
granted to certain joint ventures of the Group amounting to HK$5,762,906,000 (31 December 2019:
HK$3,062,527,000), of which HK$3,577,874,000 (31 December 2019: HK$3,032,841,000) had been
utilised by these joint ventures.
21. CAPITAL COMMITMENTS

Capital expenditure contracted for but not provided in the condensed consolidated financial
statements in respect of property development expenditures and acquisition of land use rights
amounted to HK$38,636,019,000 and HK$Nil as at 30 June 2020 (31 December 2019:
HK$23,992,373,000 and HK$436,111,000, respectively).
The Group did not have any capital expenditure authorised but not contracted for as at 30 June
2020 (31 December 2019: HK$Nil).
F-495
INTERIM REPORT 2020
35
22. MATERIAL RELATED PARTY TRANSACTIONS

During the current period, the Group entered into the following material related party transactions:
(I) Related parties

2020 2019
HK$’000 HK$’000
Property rental income (note a) 6,587 7,472

Interest expenses (note b) 19,849 77,907
Interest income (note c) 136,692 75,951
Management fee income 617 632
Rental expenses paid 1,176 1,216
Dividend income 18,661 9,931
Notes:
(a) The property rental income received from subsidiaries of the ultimate holding
company, which were charged in accordance with the relevant tenancy agreement.
(b) The interest expenses derived from loans advanced from fellow subsidiaries and joint
ventures, which carried interest at a fixed rate of 4.35% and benchmark rate in the
PRC to 110% of benchmark rate in the PRC.
(c) The interest income derived from loans advanced to associates and joint ventures,
which carried interest at a fixed rate of 7% to 8%, 110% of benchmark rate in the
PRC and HIBOR +1.5%.
(II) Compensation to key management personnel

2020 2019
HK$’000 HK$’000
Short-term benefits 7,935 17,484

Post-employment benefits 230 318
8,165 17,802
The remuneration of Directors and key executives is determined by the remuneration

committee having regard to the performance of individuals and market trends.
F-496
INTERIM REPORT 2020
23. ACQUISITION OF SUBSIDIARIES

During the period ended 30 June 2020, the Group acquired companies which are engaged in
property development business in the PRC. Business combinations during the period mainly included
the acquisition of interest of those companies and acquisition of additional interest in the associate,
which was further recognised as the Group’s subsidiary. The aggregated cash consideration was
RMB521,371,000 (equivalent to HK$572,936,000). Those transactions have been accounted for using
the acquisition method. These subsidiaries were to provide human resources, economic of scale and
synergy to the Group.
Date of % of
Name of entity acquisition interest acquired
蘇州瑞茂房地產開發有限公司 (“蘇州瑞茂”) 30 June 2020* 2%

威海威登置業有限公司 (“威海威登”) 6 May 2020 40%
威海利華置業有限公司 (“威海利華”) 24 June 2020 51%
* The Group acquired additional 2% equity interest in 蘇州瑞茂, which was previously an associate of the
Group. After acquisition, the Group held 51% equity interest in 蘇州瑞茂.
F-497
INTERIM REPORT 2020
37
The fair value of identifiable assets and liabilities of acquired companies in 2020 as at dates of
acquisitions were:
蘇州瑞茂威海威登威海利華 Total

HKD’000 HKD’000 HKD’000 HKD’000 HKD’000
Property, plant and equipment 85 — — 85

Deferred tax assets 192 — — 192
Deposits paid for acquisition of land
use rights — 136,303 — 136,303
Properties under development 1,489,011 — — 1,489,011
Trade and other receivables 126,901 — 61,848 188,749
Bank balances, deposits and cash 29,490 — 952,522 982,012
Trade and other payables (8,878) (35) — (8,913)
Amount due to an immediate holding
company (303,834) — — (303,834)
Amount due to non-controlling
shareholders of subsidiaries (316,236) — — (316,236)
Bank and other borrowings (958,242) — — (958,242)
Deferred tax liabilities (1,451) — — (1,451)
Net assets 57,038 136,268 1,014,370 1,207,676

Non-controlling interests (27,948) (81,761) (497,041) (606,750)
Net assets acquired 29,090 54,507 517,329 600,926

Transferred from interests previously
held and classified as an associate (25,815) — — (25,815)
Gain on step-up acquisition of a
subsidiary
— Gain on remeasurement
of associate to acquisition
date fair value (2,133)
— Gain on bargain purchase (42) (2,175) — — (2,175)
1,100 54,507 517,329 572,936

Total consideration satisfied by:
Cash 1,100 54,507 517,329 572,936
Net cash inflow arising on acquisition:

Cash paid (1,100) (54,507) (517,329) (572,936)
Bank balances and cash acquired 29,490 — 952,522 982,012
28,390 (54,507) 435,193 409,076
Gain on bargain purchase was mainly due to the fact that the seller had the intention to exit from
his investment in the acquired business due to his business reasons.
F-498
INTERIM REPORT 2020
The receivables acquired (which principally comprised trade and other receivables) with a fair value
of HK$188,749,000 at the date of acquisition. None of these receivables have been impaired and
it is expected that the full contractual amounts can be collected.
The non-controlling interests recognised at the dates of acquisitions were measured by reference
to the proportionate share of the recognised value of the net identifiable assets of the respective
subsidiaries of the acquirees at the dates of acquisitions and amounted to HK$606,750,000.
The acquired business did not contribute any revenues and net profit to the Group for the period
from their respective acquistion dates to 30 June 2020. Had these companies been consolidated
from 1 January 2020, the interim condensed consolidated statement of profit or loss for the six
months ended 30 June 2020 would shown pro-forma revenue of HK$12,989,295,000 and profit for
the period of HK$1,153,459,000.
Acquisition-related costs were immaterial and had been excluded from the consideration transferred
and had been recognised as an expense in the year of acquisition, within the administrative expenses
line item in the condensed consolidated statement of profit or loss.
In 7 January 2019, the Group acquired additional 35.7% equity interest of 武漢常陽潤力房地產開發
有限公司 (“武漢常陽潤力”) at the consideration of RMB195,000,000 (approximately HK$221,591,000).
武漢常陽潤力 was previously a joint venture of the Group.
F-499
INTERIM REPORT 2020
39
The fair value of identifiable assets and liabilities of acquired company in 2019 as at date of
acquisition was:
HK$’000 HK$’000
Property, plant and equipment 140

Deferred tax assets 6,020
Properties under development and held for sales 2,551,022
Trade and other receivables 91,071
Amount due from an intermediate
holding company 1,603,883
Taxation recoverable 77,270
Bank balances, deposits and cash 883,600
Trade and other payables (295,905)
Contract liabilities (1,992,031)
Taxation payable (89,738)
Bank borrowings (2,042,453)
Deferred tax liabilities (159,829)
Net assets acquired 633,050

Transferred from interests previously held and
classified as a joint venture (358,129)
Gain on step-up acquisition of a subsidiary
— Gain on remeasurement of joint venture to
acquisition date fair value (48,922)
— Gain on bargain purchase (4,408) (53,330)
221,591
Total consideration satisfied by:

Cash 221,591
Net cash inflow arising on acquisition:

Cash paid (221,591)
Cash and bank balances in the subsidiary acquired 883,600
662,009
F-500
INTERIM REPORT 2020
Gain on bargain purchase was mainly due to the fact that the seller had the intention to exit from
his investment in the acquired business due to his business reasons.
The receivables acquired (which principally comprised trade and other receivables and amount due
from an intermediate holding company) with a fair value of HK$1,694,954,000 at the date of
acquisition. None of these receivables have been impaired and it is expected that the full contractual
amounts can be collected.
The acquired business contributed HK$51,925,000 total revenues and HK$8,179,000 net loss to the
Group for the period from the acquisition date to 30 June 2019. Had this company been consolidated
from 1 January 2019, the interim condensed consolidated statement of profit or loss for the six
months ended 30 June 2019 would shown pro-forma revenue of HK$17,493,954,000 and profit for
the period of HK$4,015,321,000.
Acquisition-related costs were immaterial and had been excluded from the consideration transferred
and had been recognised as an expense in the year of acquisition, within the administrative expenses
line item in the condensed consolidated statement of profit or loss.
24. DISPOSAL OF SUBSIDIARIES

During the first half of 2020, 保利貴州房地產開發有限公司 (“保利貴州房地產”) filed for liquidation to
the local people’s court of Wu Dang District, Guiyang, Guizhou Province (the “Court”). The Court
declared the liquidation of 保利貴州房地產. 保利貴州房地產 was not consolidated by the Group.
F-501
INTERIM REPORT 2020
41
The net assets disposed were as follows:
HKD’000
Property, plant and equipment 504,853

Right-of-use assets 71,970
Investment properties 857,582
Interest in an associate 2,693
Deferred tax assets 46
Properties held for sale 410,202
Other inventories 1,690
Trade and other receivables 100,259
Taxation recoverable 16,488
Bank balances, deposits and cash 15,573
Trade and other payables (302,064)
Amount due to intermediate holding companies (2,089,324)
Amount due to non-controlling shareholders of subsidiaries (72,173)
Contract liabilities (3,454)
Taxation payable (85,531)
Deferred tax liabilities (154,387)
(725,577)
Non-controlling interests 241,319
Net liabilities (484,258)
Consideration —
Gain on disposal 484,258
Loss on receivables due from 保利貴州房地產 (749,336)
Net impact on disposal (265,078)
Satisfied by:
Consideration —
Net cash outflow arising on disposal:

Cash paid —
Bank balances and cash disposed of 15,573
15,573
F-502
INTERIM REPORT 2020
25. FAIR VALUE MEASUREMENTS

(i) Financial instruments carried at fair value
The fair value of financial assets are determined with reference to quoted market prices or
using valuation techniques in which any significant input is not based on observable market
data.
The following table presents financial instruments measured at fair value in the condensed
consolidated statement of financial position on a recurring basis, categorised into the three-
level fair value hierarchy as defined in HKFRS 13, “Fair Value Measurement”. The level into
which a fair value measurement classified is determined with reference to the observability
and significance of the inputs used in the valuation technique as follows:
• Level 1 (highest level): fair values measured using quoted prices (unadjusted) in active
markets for identical financial instruments
• Level 2: fair values measured using quoted prices in active markets for similar financial
instruments, or using valuation techniques in which all significant inputs are directly
or indirectly based on observable market data
• Level 3 (lowest level): fair values measured using valuation techniques in which any
significant input is not based on observable market data
At 30 June 2020, the Group had following financial instruments carried at fair value all of
which are based on the level 1 or level 3 of the fair value hierarchy:
Fair value at Fair value measurements as at

30 June 30 June 2020 categorised into
HK$’000 HK$’000 HK$’000 HK$’000
Assets
Financial assets at fair value
through profit or loss
— Listed 6,940 6,940 — —
— Unlisted 549,167 — — 549,167
556,107 6,940 — 549,167
F-503
INTERIM REPORT 2020
43
Fair value at Fair value measurements as at

31 December 31 December 2019 categorised into
HK$’000 HK$’000 HK$’000 HK$’000
Assets
Financial assets at fair value
through profit or loss
— Listed 9,349 9,349 — —
— Unlisted 535,275 — — 535,275
544,624 9,349 — 535,275
There were no transfers between financial instruments in level 1 and level 3 during the
reporting period.
(ii) The fair values of financial assets and financial liabilities are determined as follows:
The fair values of financial assets with standard terms and conditions and traded on active
liquid markets are determined with reference to quoted active bid prices and ask prices
respectively; and the fair values of other financial assets and financial liabilities are determined
in accordance with generally accepted pricing models based on discounted cash flow analysis
using prices or rates from observable current market transactions as input.
F-504
ISSUER GUARANTOR
Ease Trade Global Limited Poly Property Group Co., Limited

(安業環球有限公司) (保利置業集團有限公司)
Vistra Corporate Services Centre, Wickhams Cay II Room 2503, Admiralty Centre, Tower 118 Harcourt Road
Road Town, Tortola VG1110 Hong Kong
COMPANY
China Poly Group Corporation Limited

28/F New Poly Building
North Chaoyangmen Street
Dongcheng District
Beijing 100010
The People’s Republic of China
TRUSTEE
Bank of Communications Trustee Limited

1/F., Far East Consortium Bldg.
121 Des Voeux Road Central
Hong Kong
PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR
Bank of Communications Co., Ltd. Hong Kong Branch

20 Pedder Street
Central, Hong Kong
LEGAL ADVISERS TO THE ISSUER, THE GUARANTOR AND THE COMPANY
As to English and Hong Kong Law As to PRC Law
Morrison & Foerster Jincheng Tongda & Neal

33/F Edinburgh Tower 10th Floor, China World Tower A,
The Landmark No. 1 Jianguo Menwai Avenue,
15 Queen’s Road Central Chaoyang District, Beijing 100004
Hong Kong
As to British Virgin Islands Law
Maples and Calder (Hong Kong) LLP

53rd Floor, The Center
99 Queen’s Road Central
Hong Kong
LEGAL ADVISORS TO THE JOINT LEAD MANAGERS
As to English Law As to PRC Law
Clifford Chance Jingtian & Gongcheng

27th Floor, Jardine House 34/F, Tower 3
One Connaught Place China Central Place
Hong Kong 77 Jianguo Road
Beijing 100025
The People’s Republic of China
LEGAL ADVISORS TO THE TRUSTEE
As to English Law
Clifford Chance
27th Floor
Jardine House
One Connaught Place
Central
Hong Kong
AUDITOR OF THE GUARANTOR
BDO Limited
25th Floor
Wing On Centre
111 Connaught Road, Central
Hong Kong

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IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE

Restrictions: The attached document is being furnished in connection with an offering in

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF

1 incorporated in Switzerland with limited liability

THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO

IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE

U.S.$500,000,000 4.00 per cent. Guaranteed Notes Due 2025

Issue Price: 100.00 per cent.

unconditionally and irrevocably guaranteed by

POLY PROPERTY GROUP CO., LIMITED

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Lead Managers and Joint Bookrunners

Offering Circular dated 28 October 2020

1 incorporated in Switzerland with limited liability

No representation or warranty, express or implied, is made or given by the Joint Lead

Unless otherwise specified or the context requires, references herein to ‘‘Renminbi’’,

. the Group’s business and operating strategies;

. the Group’s capital expenditure and property development plans;

. various business opportunities that the Group may pursue;

. the regulatory environment of the property industry in general;

. the prospective financial information regarding the Group’s businesses;

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

. the Group’s dividend policy;

. timely repayments by its customers of mortgage loans guaranteed by the Group;

. changes in currency exchange rates; and

The words including ‘‘aim’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’,

SUMMARY FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

DESCRIPTION OF THE KEEPWELL DEED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM . . . . . . . 95

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

DESCRIPTION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

DESCRIPTION OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138

SUBSTANTIAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144

PRC REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206

INDEX TO THE AUDITED AND UNAUDITED FINANCIAL STATEMENTS . . . . . . . . . . . F-1

The Guarantor is a limited liability company incorporated in Hong Kong on 27 February

As at 30 June 2020, the Group had 72 projects at various stages of development, of

Contracted sales (RMB billion) . . . . . . . . . . . . . . . . . . . . 40.2 40.8 43.2 19.6

. To continue to focus on property development for sale while broadening recurring

. To further leverage on the Company Group’s brand equity.

. To expand its sustainable land reserve at an attractive cost.

. To adhere to prudent financial management to ensure stable and balanced growth.

Issuer . . . . . . . . . . . . . . . . . Ease Trade Global Limited (安業環球有限公司).

Guarantor . . . . . . . . . . . . . . Poly Property Group Co., Limited.

Company . . . . . . . . . . . . . . . China Poly Group Corporation Limited.

Notes . . . . . . . . . . . . . . . . . U.S.$500,000,000 aggregate principal amount of 4.00 per

Issue Price . . . . . . . . . . . . . 100.00 per cent. of the principal amount.

Issue Date . . . . . . . . . . . . . . 10 November 2020.

Maturity Date . . . . . . . . . . . 10 November 2025.

Events of Default . . . . . . . . . Upon the occurrence of certain events described under

Taxation . . . . . . . . . . . . . . . All payments of principal and interest in respect of the Notes

Where such withholding or deduction is made by the Issuer or

Final Redemption . . . . . . . . Unless previously redeemed, or purchased and cancelled, the

Jurisdiction . . . . . . . . . . . . . Exclusive jurisdiction of Hong Kong courts

Trustee . . . . . . . . . . . . . . . . Bank of Communications Trustee Limited

Registrar . . . . . . . . . . . . . . . Bank of Communications Co., Ltd. Hong Kong Branch

Clearing Systems . . . . . . . . The Notes will be represented by beneficial interests in the