1、China Vanke Co., Ltd.2012 Third Quarterly Report1 Important Notice1.1 The Board, the Supervisory Committee, Directors, members of the Supervisory Committee andsenior management of the Company warrant that in respect of the information contained in thisQuarterly Report, there are no misrepresentation
2、s or misleading statements, or material omission, andindividually and collectively accept full responsibility for the authenticity, accuracy and completenessof the information contained in this Quarterly Report.1.2 None of the Directors, members of the Supervisory Committee and senior management fai
3、ls toassure or disputes with the authenticity, accuracy and completeness of the contents of this QuarterlyReport.1.3 Deputy Chairman Qiao Shibo and Director Jiang Wei were not able to attend the board meeting inperson due to their business engagements and had authorised Director Yu Liang to represen
4、t them andvote on behalf of them. Director Wang Yin was not able to attend the board meeting in person due tohis business engagements and had authorised Director Xiao Li to represent him and vote on behalf ofhim.1.4 This quarterly financial report of the Company has not been audited.1.5 The Companys
5、 Chairman Wang Shi, Director and President Yu Liang, and Executive VicePresident and Supervisor of Finance Wang Wenjin declare that the financial report contained in thisQuarterly Report is warranted to be true and complete.2 Basic Corporate Information2.1 Major accounting data and financial indicat
6、ors(Unit:RMB000),As at 30 September 2012 As at 31 December 2011,Change (+/-),Total assetsEquity attributable to the equity shareholdersof the CompanyShare capital (share)Net assets per share attributable to equityshareholders of the Company (RMB),348,089,85856,321,76310,995,4425.12,296,534,29752,967
7、,79510,995,2104.82,17.39%6.33%0.00%6.22%,1,-,-,-,-,1,2,3,4,5,6,7,8,9,July to September2012,YOY change (+/-),January toSeptember 2012,YOY change(+/-),RevenueProfit attributable to equity shareholders ofthe CompanyNet cash inflow from operating activitiesNet cash inflow from operating activities persh
8、are (RMB)Basic earnings per share (RMB)Diluted earnings per share (RMB)Return on equity,14,297,7501,354,8020.1230.1232.44%,64.04%123.54%123.64%123.64%Increase by 1.14percentage points,43,257,3105,079,887(3,490,551)(0.32)0.4620.4629.28%,56.71%41.74%-133.42%-133.42%41.74%41.74%Increase by 1.43percenta
9、ge points,Note: 1. The net assets and net profit used to calculate the above-mentioned indicators refer to the equity attributable toequity shareholders of the Company and profit attributable to equity shareholders of the Company respectively.2. The above-mentioned return on equity is calculated usi
10、ng weighted average method.3. As some of the beneficiaries exercised their stock options, the Companys share capital therefore increased by231,500 shares during the reporting period.2.2 Total number of shareholders and shareholdings of the top 10 shareholders of non-restrictedtradable shares as at t
11、he end of the reporting periodAs at 30 September 2012, the total number of shareholders of the Company was 820,927 (including799,421 holders of A shares and 21,506 holders of B shares).,Total number of shareholders as at the end of the reporting periodShareholdings of the top 10 shareholders of non-
12、restricted tradable sharesTotal number of,820,927,No.,Name of shareholders (in full),non-restricted tradableshares held as at the end,Class,of the reporting period,China Resources Co., Limited (“CRC”)Bank of ChinaE Fund Shenzhen Stock Exchange 100Exchange-Traded FundLiu YuanshengChina Life Insurance
13、 Company Limited DividendDistributionIndividual Dividend-005L-FH002 ShenIndustrial and Commercial Bank of China Rongtong ShenzhenStock Exchange 100 Index Securities Investment FundChina Minsheng Banking Corp. Ltd. Yinhua Shenzhen StockExchange 100 Index Classified Securities Investment FundBosera Va
14、lue Growth Securities Investment FundHTHK/CMG FSGUFP-CMG FIRST STATE CHINA GROWTH FDMORGAN STANLEY & CO. INTERNATIONAL PLC,1,619,094,766142,895,063133,791,208120,592,544102,016,46393,258,99089,338,05288,427,74079,867,736,A ShareA ShareA ShareA ShareA ShareA ShareA ShareB ShareA Share,10,China Constr
15、uction Bank Bosera Theme Industry Stock SecuritiesInvestment Fund,75,000,000,A Share,As at 30 September 2012, the total number of shares of the Company was 10,995,441,718 shares,including 9,680,486,250 A shares and 1,314,955,468 B shares.2,1,2,3,4,5,6,7,8,9,1,2,3,4,5,6,7,8,9,2.3 Bond holdings of the
16、 Companys top 10 bondholders as at the end of the reporting period(1) Name of the top 10 bondholders of 08 Vanke G1 bonds and their bondholdings,No.10,BondholderNew China Life Insurance CompanyDividend DistributionIndividual Dividend018LFH002 ShenChina Petroleum Finance Co., Ltd.China Pacific Insura
17、nce (Group) Co. Ltd.China Ping An Property and Casualty Insurance Company Limited Traditional General Insurance ProductsChina Life Insurance Company Ltd.Taiping General Insurance Company LimitedChina Life Pension Company LimitedInternal ResourcesHaitong-BOC-Futong BankChina Life Property and Casualt
18、y Insurance Company LimitedTraditionalGeneralInsurance ProductsChina Property & Casualty Reinsurance Company Ltd.,No. of bonds held5,548,2624,157,6623,433,3122,698,7272,619,0421,003,216924,010896,956820,000776,162,(2) Name of the top 10 bondholders of 08 Vanke G2 bonds and their bondholdings,No.10,B
19、ondholderCMB E Fund Pure Bond FundPacific Asset Management Co. Ltd. Pacific Prudent Financial Plan OneIndustrial Bank Co. Ltd Tianhong Yongli Bond FundICBC Credit Suisse Asset Management Co., Ltd. ICBC Assets of Specific ClientsCNPC Pension Scheme - ICBC801 Portfolio of National Social Security Fund
20、, PRCICBC Harvest Stable Earning Bond Securities Investment FundICBC E Fund YongXu TianLi Bond FundChina Construction BankPenghua Harvest Bond FundChina Construction BankPenghua Fengrun Bond Fund,No. of bonds held2,089,6131,537,3961,100,067941,703871,907849,518818,384664,918613,644599,993,3 Manageme
21、nt Discussion and AnalysisSince March 2012, the residential property markets of major cities had been recovering from theirdepressed levels in the second half of 2011 and the first two months of 2012 as demand fromend-users was driven by improved credit environment for first-time home buyers and the
22、 effect arisingfrom price reduction in the preceding months. As the comparative figure of last year was relativelylow, there was a significant large year-on-year increase in the transaction volume of residentialproperties in major cities since March 2012. However, the transaction volume was still lo
23、wer than thatin the same period of 2009. The sales area of residential properties in 14 cities including Beijing,Shanghai, Shenzhen, Guangzhou, Tianjin, Shenyang, Hangzhou, Nanjing, Chengdu, Wuhan,Dongguan, Foshan, Wuxi and Suzhou increased by 52.5% year-on-year for the third quarter of 2012.The mon
24、thly year-on-year growth rates of the residential sales area in the 14 cities for July, Augustand September 2012 were 52.1%, 64.4% and 41.7% respectively.In light of a rebound in transaction volume in the market, the Company launched more projects duringthe second half of 2012. In the third quarter
25、of 2012, the Company realized a sales area and sales3,amount of 3,054,000 sq m and RMB33.78 billion respectively, representing year-on-year increases of8.2% and 5.3% respectively. From January to September 2012, the Companys accumulated sales areaand sales amount amounted to 9,079,000 sq m and RMB96
26、.32 billion respectively. As a majority ofthe Companys projects in 2012 will be launched in the second half of the year, in particular duringthe fourth quarter, the number of projects launched during the first three quarters was smaller than thatof the same period last year. Nevertheless, the sales
27、area between January and September 2012increased by 7.9% year-on-year. Given that the number of projects to be launched in the fourth quarterwill be relatively large, the Company will undoubtedly achieve growth in sales.,In the third quarter, the Company realized a booked area and booked revenue of
28、1,296,000 sq m andRMB14.07 billion respectively, representing year-on-year increases of 31.4% and 67.1% respectively;revenue and net profit of RMB14.30 billion and RMB1.35 billion respectively, representing increasesof 64.0% and 123.5% respectively from those of the same period last year. From Janua
29、ry toSeptember 2012, the Company realized a booked area and booked revenue of 3,934,000 sq m andRMB42.41 billion respectively, representing year-on-year increases of 66.1% and 60.1% respectively;revenue and net profit for the first three quarters of 2012 amounted to RMB43.26 billion andRMB5.08 billi
30、on respectively, representing year-on-year increases of 56.7% and 41.7% respectively.,As at the end of the reporting period, the Company had an area of 15,400,000 sq m sold but not yetbooked in the consolidated statements as construction had yet to be completed. This area had acontract amount of app
31、roximately RMB163.1 billion, representing increases of 41.9% and 33.5%respectively when compared with those at the beginning of the year.,Between January and September, the Company had a floor area of 8,710,000 sq m commencedconstruction and a completed area of 4,383,000 sq m, signifying the complet
32、ion of 66% and 49% ofthe respective plans set at the beginning of the year. Commencement and completion of projects arenot evenly distributed throughout the year. Same as previous years, a majority of the Companysprojects will be completed in the fourth quarter. It is expected that the floor area co
33、mmencingconstruction and area to be completed will not significantly change from those planned at thebeginning of the year.,The Company predicted during the interim period that land supply would increase in the second halfof the year. Such situation would provide more opportunities for enterprises w
34、ith greater financialstrength. During the reporting period, changes in the land market were in line with the Companysjudgment. In the third quarter, the area of land supplied in 16 cities (Shenzhen, Guangzhou, Dongguan,Foshan, Shanghai, Hangzhou, Nanjing, Suzhou, Ningbo, Beijing, Tianjin, Shenyang,
35、Dalian, Wuhan,Chengdu, Chongqing) where statistics are accessible by the public increased by approximately 40.8%compared to which in the second quarter. The Company also actively seized the opportunities toacquire a batch of projects that could meet its future development needs. In the third quarter
36、, theCompany acquired 23 new projects, with a site area attributable to China Vankes equity holding ofapproximately 1,480,000 sq m (planned GFA attributable to the Companys equity holding ofapproximately 3,760,000 sq m).,Between January and September, the total GFA of newly acquired projects attribu
37、table to theCompanys equity holding amounted to 5,870,000 sq m. As at the end of September, the GFA of the,4,-,-,Companys projects under planning attributable to China Vankes equity holding amounted to35,070,000 sq m, which was more or less the same from the start of the years 35,470,000 sq m andwas
38、 sufficient to meet the Companys development needs in the coming two to three years. In view ofits current relatively high liquidity position, the Company will, while adopting a prudent approach,focus on products meeting end-users demand and continue to identify the opportunities for acquiringsuitab
39、le projects for development.While choosing the right time to acquire quality projects, the Company continued to be in a healthyfinancial position. As at the end of the reporting period, the Companys cash and cash equivalentsamounted to RMB33.31 billion, which was more than the sum of its short-term
40、borrowings andlong-term borrowings due within one year of RMB18.61 billion. Affected by increase in receipts inadvance, the Companys gearing ratio rose slightly to 79.4% as compared to the interim period.Excluding receipts in advance, the Companys other liabilities accounted for 37.8% of the Company
41、stotal assets. The Companys net gearing ratio stood at 37.7%, which was a relatively low levelcompared to the industry average. With a relatively ample amount of capital, the Company is able tocope with market changes in a more flexible manner.4 Significant Events4.1 Significant changes and reasons
42、for such changes in major items of the accountingstatements and financial indicators of the CompanyApplicable Not applicable,Items,30/9/2012(RMB000),31/12/2011(RMB000),Change(+/-),Reasons for change,Investment properties,2,249,731,1,126,105,99.78%,Increasedcompanies,from,new,acquired,Non-currentborr
43、owings,Loans,and,41,704,263,26,822,359,55.48%,Change in debt structure,Goodwill,201,690,From acquired companies,ItemsRevenueCost of salesFinance costsShare of profits less losses ofassociatesProfit attributable to equityshareholders of the Company,Jan-Sep 2012(RMB000)43,257,310(28,896,138)(1,262,686
44、)409,9135,079,887,Jan-Sep 2011(RMB000)27,602,969(17,055,040)(569,213)22,7033,583,910,Change(+/-)56.71%69.43%121.83%1705.55%41.74%,Reasons for changeIncrease in booked salesIncrease in booked salesIncrease in financingIncrease in booked profit ofassociatesIncrease in total profit,4.2 Progress of sign
45、ificant events and analysis of their impact and solutionsApplicable Not applicable5,On 8 April 2011, the first extraordinary general meeting of the Company considered and passed the CompanysA-Share Stock Option Incentive Scheme (Revised Draft). The Companys A-Share Stock Option Incentive Scheme(“Sch
46、eme”) was thereby implemented. On 9 May 2011, the registration of the grant of stock options was completed. TheCompany granted 108,435,000 stock options to 810 beneficiaries. The abbreviation of the stock options is Vanke JLC1while the stock option code is 037015.The initial exercise price of the st
47、ock options was RMB8.89. The Company implemented the proposal on dividenddistribution for the year 2010 on 27 May 2011, and distributed a cash dividend of RMB1.0 (including tax) to allshareholders for every 10 existing shares held. In accordance with relevant regulations and the resolutions passed a
48、t theshareholders meeting, the Board made adjustment to the exercise price of the stock options to RMB8.79. The Companyimplemented the proposal on dividend distribution for the year 2011 on 5 July 2012, and distributed a cash dividend ofRMB1.3 (including tax) to all shareholders for every 10 existin
49、g shares held. The Company made a further adjustment to theexercise price according to the provisions. The adjusted exercise price was RMB8.66.During the reporting period, according to the authority granted to the Board at the shareholders meeting, the Boardconsidered the vesting conditions of the s
50、tock options had been fulfilled. Upon the completion of the relevant procedures forapproval, the Scheme entered the first exercise period on 12 July 2012. During the reporting period, there were a total of231,500 stock options exercised by 14 beneficiaries. The Companys total number of shares thus i
51、ncreased by 231,500shares.Owing to the departure of some of the beneficiaries and the exercise of some of the stock options, the total number ofvested stock options not yet exercised decreased to 93,569,000 at the end of the reporting period.The introduction of the Scheme complements the Companys in
52、centive instruments with a long-term plan, whileestablishing a check-and-balance mechanism between shareholders and professional management team through linking uptheir interests. The Scheme will further improve the Companys corporate governance structure and strengthen theCompanys competitiveness.4.3 Implementation of the undertakings given by the Company, shareholders and beneficialcontrollers Applicable Not applicable,
