01760_MingFa IR11cover.pdf 1 11年9月1日 上午10:29

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1 01760_MingFa IR11cover.pdf 1 11年9月1日 上午10:29

2 Nanjing Pearl Spring Resort Xiamen Mingfa Group Mansion Nanjing Mingfa City Square Nanjing Pearl Spring Resort Nanjing Mingfa Riverside New Town

3 CONTENTS CORPORATE INFORMATION 2 FINANCIAL HIGHLIGHTS 3 MANAGEMENT DISCUSSION AND ANALYSIS 4 ADDITIONAL INFORMATION REQUIRED BY THE LISTING RULES 18 CONDENSED CONSOLIDATED BALANCE SHEET 29 CONDENSED CONSOLIDATED INCOME STATEMENT 31 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 32 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 33 CONDENSED CONSOLIDATED CASH FLOW STATEMENT 34 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 35

4 Interim Report Corporate Information BOARD OF DIRECTORs Executive Directors Mr. Wong Wun Ming (Chairman) Mr. Huang Qingzhu Mr. Huang Lianchun Mr. Huang Li Shui Non-executive Director Mr. Chi Miao Independent non-executive Directors Mr. Wong Po Yan Mr. Dai Yiyi Mr. Qu Wenzhou AUDIT COMMITTEE Mr. Qu Wenzhou Mr. Wong Po Yan Mr. Dai Yiyi NOMINATION COMMITTEE Mr. Dai Yiyi Mr. Huang Qingzhu Mr. Qu Wenzhou REMUNERATION COMMITTEE Mr. Qu Wenzhou Mr. Dai Yiyi Mr. Huang Qingzhu Mr. Chi Miao COMPANY SECRETARY Mr. Poon Wing Chuen (FCCA) REGISTERED OFFICE Offshore Incorporations (Cayman) Limited Scotia Centre 4th Floor, P.O. Box 2804 George Town Grand Cayman KY Cayman Islands HEAD OFFICE IN THE PEOPLE S REPUBLIC OF CHINA ( PRC ) Mingfa Riverside New Town 1 Binjiang Avenue Pukou, Nanjing City Jiangsu Province PRC PRINCIPAL PLACE OF BUSINESS IN HONG KONG Units 6 8, 23/F., Greenfield Tower Concordia Plaza 1 Science Museum Road Tsim Sha Tsui Kowloon Hong Kong AUTHORISED REPRESENTATIVES Mr. Wong Wun Ming Mr. Poon Wing Chuen (FCCA) COMPANY S WEBSITE STOCK CODE 846 PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE Butterfield Fulcrum Group (Cayman) Limited Butterfield House 68 Fort Street P.O. Box 609 Grand Cayman KY Cayman Islands HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE Computershare Hong Kong Investor Services Limited Shops th Floor, Hopewell Centre 183 Queen s Road East Wanchai Hong Kong PRINCIPAL BANKERS The Hongkong and Shanghai Banking Corporation Limited Hang Seng Bank Bank of China, (Hong Kong) Limited LEGAL ADVISERS AS TO HONG KONG LAWS Paul Hastings 21 22/F, Bank of China Tower 1 Garden Road Hong Kong AUDITOR PricewaterhouseCoopers 22nd Floor, Prince s Building Central Hong Kong PUBLIC RELATIONS CONSULTANTS Strategic Financial Relations (China) Limited Unit A, 29th Floor, Admiralty Centre 1 18 Harcourt Road Hong Kong

5 Interim Report Financial Highlights Unaudited For the six months ended 30 June Percentage of increase Revenue (RMB million) 1, % Profit attributable to equity holders of the Company (RMB million) 1, times Basic earnings per share (RMB cents) times Interim dividend per share (RMB) Nil Nil The board of directors (the Board ) of Mingfa Group International Company Limited (the Company ) is pleased to announce the unaudited condensed consolidated interim results of the Company and its subsidiaries (the Group ) for the six months ended 30 June 2011 together with comparative amounts for the corresponding period. The unaudited condensed consolidated interim financial information and results have been reviewed by the audit committee of the Company.

6 Interim Report Management Discussion and Analysis The unaudited consolidated revenue of the Group was approximately RMB1,587.5 million for the six months ended 30 June 2011, representing an increase of 165.4% from the corresponding period in The unaudited consolidated profit attributable to equity holders of the Company was approximately RMB1,340.9 million for the six months ended 30 June 2011, representing an increase of 10.1 times from the corresponding period in The unaudited basic earnings per share was RMB22.3 cents for the six months ended 30 June 2011, representing an increase of 10.2 times from the corresponding period in The Board does not recommend any payment of interim dividend for the six months ended 30 June Business Review Sales and Earnings The sales for the six months ended 30 June 2011 was approximately RMB1,587.5 million (corresponding period in 2010: approximately RMB598.2 million), representing an increase of 165.4%. The gross profit for the six months ended 30 June 2011 was approximately RMB797.6 million, representing an increase of 431.0% (corresponding period in 2010: approximately RMB150.2 million). The reason for the increase was mainly due to the increase in the area of property sold and delivered upon completion whereby the gross floor area ( GFA ) sold and delivered in the six months ended 30 June 2011 and the six months ended 30 June 2010 was 179,586 sq.m. and 80,676 sq.m. respectively, representing an increase of 122.6%. The average sales price ( ASP ) per square metre achieved by the Group in respect of the sales recognised for the six months ended 30 June 2011 was RMB8,412.7, representing an increase of 27.2% from the ASP per square metre of RMB6,612.8 for the corresponding period in The primary reason for the increase was due to the change of property mix. There were significant increase in delivery of commercial properties in Nanjing Mingfa Shopping Mall, Hefei Mingfa Shopping Mall and Wuxi Mingfa Shopping Mall in the first half year of 2011 and the corresponding ASP for these commercial properties was RMB15,879 as compared to RMB11,397 for the corresponding period in 2010.

7 Interim Report Management Discussion and Analysis The unaudited consolidated profit attributable to the equity holders of the Company for the six months ended 30 June 2011 was approximately RMB1,340.9 million (corresponding period in 2010: approximately RMB120.8 million), representing an increase of 10.1 times from the corresponding period in The increase was mainly due to the increase in delivery of properties upon completion and fair value gains on investment properties. The increase in fair values of investment properties before taxation for the six months ended 30 June 2011 was approximately RMB1,559.2 million, whereas the same was approximately RMB191.9 million for the corresponding period in The increase in fair values of investment properties for the six months ended 30 June 2011 was mainly due to the transfer of properties under development with the GFA of 463,298 sq.m. in Nanjing Mingfa International Industrial Material City to investment properties upon completion and leasing out of the properties for long-term rental yields. Pre-sold Properties As at 30 June 2011, the Group has pre-sold properties with an aggregate GFA of 332,496 sq.m. to the customers. Set out below are the details of the projects, the Group s interest and the areas pre-sold by the Group: City Project Group s Interest Attributable GFA Pre-sold (sq.m.) Hefei Hefei Mingfa Shopping Mall 100% 6,912 Honglai Honglai Mingfa Commercial Centre 100% 40,243 Nanjing Nanjing Mingfa Riverside New Town 100% 10,398 Nanjing Nanjing Mingfa Shopping Mall 100% 8,077 Nanjing Nanjing Mingfa City Square 100% 65,602 Wuxi Wuxi Mingfa Shopping Mall 70% 5,537 Xiamen Xiamen Mingfa Shopping Mall 70% 5,274 Xiamen Xiamen Mingli Garden 100% 384 Xiamen Xiamen Mingfa Xiangwan Peninsula 100% 8,759 Yangzhou Yangzhou Mingfa Shopping Mall 100% 29,459 Zhangzhou Zhangzhou Mingfa Shopping Mall 100% 133,067 Zhenjiang Zhenjiang Jinxiu Yinshan 100% 18,784 Total 332,496

8 Interim Report Management Discussion and Analysis Summary of Land Bank The following table summarized the details of the Group s land bank: Project Name Address Actual/ Estimated Completion Date Type of Properties Status Site Area (sq.m.) (Note 3) Approximate Leasable and Saleable GFA as at Group s Interest (sq.m.) (Note 4) Attributable GFA (sq.m.) Completed projects (held for sale/leasing) (Note 1) Xiamen Mingfa Seascape Garden Located at Qianpu South 2 Road, Siming District, Xiamen, Fujian Province Dec-2004 Residential/ Completed 18, % 679 Commercial/ Office Xiamen Mingfa Noble Place Located at Jiangtou Residential, Huli District, Xiamen, Fujian Province Dec-2004 Residential/ Completed 5,529 4, % 4,876 Commercial/ Office Xiamen Mingfa Garden Located at Huanhuli South, lvling Road, Siming District, Xiamen, Fujian Province Apr-2005 Residential/ Commercial Completed 18,697 17, % 17,969 Xiamen Jianqun Elegant Garden Located at Qianpu Lianqian East Road North, Huli District, Xiamen, Fujian Province Apr-2005 Residential/ Office Completed 10,257 3, % 3,643 Xiamen Mingfa International New Town Located at Qianpu Lianqian Road South, Siming District, Xiamen, Fujian Province Feb-2002 Residential/ Completed 26,016 23, % 23,355 Commercial/ Office Xiamen Mingfa Located to the northwest of Oct-2007 Shopping Mall Jiahe Road and Lianqian Road, Siming District, Xiamen, Fujian Province Commercial/ Office/Hotel Completed 166,775 44,643 70% 31,250 Xiamen Mingfa Town Located at lvling Road, Siming Industrial Park, Siming District, Xiamen, Fujian Province Jan-2008 Residential/ Commercial Completed 12,879 15, % 15,397 Xiamen Mingli Garden Located at Qianpu Keque Road, Siming District, Xiamen, Fujian Province Jan-2008 Residential Completed 17,356 1, % 1,040

9 Interim Report Management Discussion and Analysis Project Name Address Actual/ Estimated Completion Date Type of Properties Status Site Area (sq.m.) (Note 3) Approximate Leasable and Saleable GFA as at Group s Interest (sq.m.) (Note 4) Attributable GFA (sq.m.) Nanjing Pearl Spring Resort Located in Pearl Spring Resort, Pukou District, Nanjing, Jiangsu Province Dec-2008 Residential/ Hotel Completed 112,973 30, % 30,627 Nanjing Mingfa Riverside New Town Located in Taishan Village, Pukou District, Nanjing, Jiangsu Province Nov-2009 Residential/ Commercial Completed 1,072, , % 276,493 Nanjing Mingfa Located at the intersection Shopping Mall of Dingqiang Road and Yulan Road in Yuhuatai District, Nanjing, Jiangsu Province Dec-2010 Commercial/ Office/Hotel Completed 182, , % 126,641 Hefei Mingfa Located along the northeast Shopping Mall side of the junction of Silihe Road and Dangshan Road, Luyang District, Hefei, Anhui Province Jun-2011 Residential/ Completed 176, , % 440,507 Commercial/ Office/Hotel Sub-total 1,820, , ,477

10 Interim Report Management Discussion and Analysis Project Name Address Actual/ Estimated Completion Date Type of Properties Status Site Area (sq.m.) (Note 3) Approximate Leasable and Saleable GFA as at Group s Interest (sq.m.) (Note 4) Attributable GFA (sq.m.) Properties under development (Note 2) Xiamen Mingfa Group Mansion Located in Qianpu Industrial Park, Xiamen, Fujian Province Aug-2011 Commercial/ Office The buildings have been topped up and all major structural construction work has been completed 13,186 36, % 36,346 Wuxi Mingfa Located in Sitou Shopping Mall Village and Tangtou Village, Yanqiao Town, Huishan District, Wuxi, Jiangsu Province Jun-2011 Residential/ Completion Commercial/ certificate has Hotel been granted for GFA of 276,126 sq.m. 216, ,457 70% 321,620 Yangzhou Mingfa Located at the south Shopping Mall of Yunhe Road East and west of Baolin Road, Guangling District, Yangzhou, Jiangsu Province Dec-2011 Residential/ Completion Commercial/ certificate has Hotel been granted for GFA of 154,349 sq.m. 145, , % 309,124 Nanjing Mingfa City Square Located on Dingshan Road, Pukou District, Nanjing, Jiangsu Province Dec-2011 Residential/ 27 blocks out of Commercial/ 29 blocks Office have been topped up 128, , % 299,520 Xiamen Mingfa Harbour Resort Located at south of Wu Yuan Wan Bridge, west of Huan Wan Road, and along the seaview strip of Huli District, Xiamen, Fujian Province Dec-2011 Hotel Started construction in April , , % 161,705

11 Interim Report Management Discussion and Analysis Project Name Address Actual/ Estimated Completion Date Type of Properties Status Site Area (sq.m.) (Note 3) Approximate Leasable and Saleable GFA as at Group s Interest (sq.m.) (Note 4) Attributable GFA (sq.m.) Zhangzhou Mingfa Shopping Mall Located at Longjiang Road East, Shuixian Street North, No. 6 Road West, Xinpu Road South, Zhangzhou, Fujian Province May-2013 Residential/ Start construction Commercial/ in February Office/Hotel , , % 575,967 Honglai Mingfa Commercial Center Located at Longlai District, Nanan, Fujian Province Dec-2011 Residential/ Commercial Start construction in December ,065 77, % 77,153 Zhenjiang Jinxiu Yinshan Located in the centre of Zhenjiang City, Jiangsu Province Dec-2012 Residential/ Start construction Commercial/ in December Hotel , , % 404,678 Xiamen Mingfa Xiang Wan Peninsula Located at East part of Xiang an Road, Xiang an, Fujian Province Dec-2012 Residential/ Commercial Start construction in December , , % 292,557 Wuxi Mingfa International New Town Located at south of Yanqiao Town, Huishan District, Wuxi, Jiangsu Province Dec-2012 Residential/ Commercial Vacant 258, , % 549,561 Sub-total 1,472,764 3,166,068 3,028,231

12 Interim Report Management Discussion and Analysis Project Name Address Actual/ Estimated Completion Date Type of Properties Status Site Area (sq.m.) (Note 3) Approximate Leasable and Saleable GFA as at Group s Interest (sq.m.) (Note 4) Attributable GFA (sq.m.) Properties with land use rights certificate for future development Nanjing Mingfa Business Park Located in Nanjing High-Tech Development Zone, Pukou District, Nanjing, Jiangsu Province Dec-2013 Industrial Vacant 547, , % 827,762 Xiamen Yuanchang Villa Longshan, Lianqian Road, Xiamen, Fujian Province Dec-2013 Residential Vacant 52, ,950 50% 145,475 New project in Huizhou Huizhou City West Train Station, Guangdong Province Dec-2014 Residential/ Commercial Vacant 332, ,157 80% 566,526 Sub-total 932,156 1,826,869 1,539,763 Properties with signed land use rights contract for future development Xiamen Mingfeng Town Located at Douling, Siming District, Xiamen, Fujian Province Dec-2012 Industrial Vacant 19, , % 103,921 Yangzhou Mingfa Lan Wan International Town Located at East of Xuzhuang Road, North of Kaifa East Road, West of Liaojiagou Road, South of Ming Cheng Road, Yangzhou, Jiangsu Province Dec-2012 Residential Vacant 158, , % 221,533 Huaian Mingfa Located in Weihai Dec-2012 Residential Vacant 51, , % 154,035 Shopping Mall East Road, Huaian, (C Block) Jiangsu Province Huaian Mingfa Shopping Mall (A Block) Located in Shenzhen South Road, Huaian, Jiangsu Province Dec-2012 Commercial Vacant 66, , % 166,673

13 Interim Report Management Discussion and Analysis Project Name Address Actual/ Estimated Completion Date Type of Properties Status Site Area (sq.m.) (Note 3) Approximate Leasable and Saleable GFA as at Group s Interest (sq.m.) (Note 4) Attributable GFA (sq.m.) Quanzhou Mingfa Huachang International Town Located in Guanqiao Town Neicuo Village, Nanan Dec-2013 Commercial Vacant 276, ,507 50% 349,253 Shenyang Creative Park Located in Shenbei Xinqu Daoyi Development Zone Dec-2013 Residential/ Commercial Vacant 154, , % 462,072 Shenyang Commercial and Residential Projects Located in Shenbei Xinqu Daoyi Development Zone Dec-2012 Residential/ Commercial Vacant 61, , % 306,110 Shanghai Mingfa Commercial Centre Located in Hu Yi Highway East, Baiyin Road of South, Boundary of West, Gaotai Road North, Shanghai Jun-2013 Commercial Vacant 53, , % 169,305 Beijing Mingfa Commercial Centre Located in Beizang Village, Daxing District, Beijing Jun-2013 Residential/ Commercial Vacant 45, , % 127,159 Sub-total 886,720 2,409,315 2,060,061 Total land bank 5,111,837 8,388,122 7,600,532 Notes: 1. Completed properties refer to the properties in respect of which (a) the certificates of completion, (b) the permits for commencement of construction works, and (c) the land use rights certificates have been obtained as at 30 June Properties under development refer to the properties in respect of which (a) the permits for commencement of construction works and (b) the land use rights certificates have been obtained as at 30 June The site area is in respect of the whole project (regardless the GFA that have been sold). 4. The approximate leasable and saleable GFA have excluded the GFA that have been sold/leased.

14 Interim Report Management Discussion and Analysis Summary of Properties held by the Group for Investment The following table summarized the details of the Group s major properties held for investment: Name of Property/ Project Address/Lot No Existing Usage Attributable GFA Term of Leases with Tenants Percentage of Interest in the Properties attributable to the Group (sq.m.) Xiamen Mingfa Shopping Mall Located to the northwest of Jiahe Road and Lianqian Road, Siming District, Xiamen, Fujian Province. Commercial 104, years 70% Nanjing Mingfa Shopping Mall Located at the intersection of Dingqiang Road and Yulan Road in Yuhuatai District, Nanjing, Jiangsu Province. Commercial 135, years 100% Xiamen Mingfa Technology Park Located in Kaiyuan Xing an Industrial Park, Tong an District, Xiamen, Fujian Province. Industrial 62, years 100% Nanjing Mingfa Riverside New Town Located in Taishan Village, Pukou District, Nanjing, Jiangsu Province. Commercial 4, years 100% Xiamen Mingfa Hotel Located at No. 413 Lianqian East Road, Xiamen, Fujian Province. Hotel 10, years 100% Xiamen Mingfa Industrial Park Located at No. 2 Honglian Road West, Siming District, Xiamen, Fujian Province. Industrial 11, years 100% Xiamen Lianfeng Furniture Park Located on Honglian Road, Siming District, Xiamen, Fujian Province. Industrial 26, years 100% Zhangzhou Mingfa Shopping Mall Located at Longjiang Road East, Shuixian Street North, No. 6 Road West, Xinpu Road South, Zhangzhou, Fujian Province. Commercial 112,416 Under construction 100%

15 Interim Report Management Discussion and Analysis Name of Property/ Project Address/Lot No Existing Usage Attributable GFA Term of Leases with Tenants Percentage of Interest in the Properties attributable to the Group (sq.m.) Lianfeng Building Room 401 Located on Lianqian East Road, Siming District, Xiamen, Fujian Province. Office 2,028 8 years 100% Nanjing Mingfa International Industrial Material Park Located in Yuhua Economic Development Zone, Nanjing, Jiangsu Province. Industrial 463,298 3 years 100% Wuxi Mingfa Shopping Mall Located in Sitou Village and Tangtou Village, Yanqiao Town, Huishan District, Wuxi, Jiangsu Province. Commercial 4, years 70% Hefei Mingfa Shopping Mall Located along the northeast side of the junction of Silihe Road and Dangshan Road, Luyang District, Hefei, Anhui Province. Commercial 18, years 100% Quanzhou Mingfa Hotel Located at No.1 Huojucun Road South, Licheng District, Quanzhou, Fujian Province. Hotel 13,707 5 years 100% Total 969,379

16 Interim Report Management Discussion and Analysis ACQUISITION FRAMEWORK AGREEMENTS As at 30 June 2011, the Group had entered into ten memoranda of understanding (the MOUs and each a MOU ) with various PRC governmental authorities after being approached by them in relation to urban renewal and redevelopment programs in different cities and locations. Nine of them were executed before 2011 and one was executed in 2011 before the publication of this report. These MOUs are not binding and there is no assurance that the Group will be granted with the land use rights upon signing of the same. On the contrary, the MOUs only set out the parties intention of cooperation in future development of land and the Group still has to go through the public tender, auction or listing-for-sale procedures pursuant to the relevant PRC rules and regulations in order to obtain the land use rights from the PRC governmental authorities for the future land development. Notwithstanding the same, the Group considers these as opportunities for the Group to establish a closer strategic and working relationship with the relevant PRC governmental authorities which are in the interest and to the benefit of the Group in the long run. Summary of these redevelopment programs to which the ten MOUs relate are listed as follows: Project Name Location Date of MOU Site Area GFA (sq.m.) (sq.m.) Nanjing Mingfa Riverside New Town, District II Nanjing City, Jiangsu Province 16 August , ,000 Nanjing Mingfa Furniture Centre Nanjing City, Jiangsu Province 1 May ,334 53,408 Huai an Mingfa International Industrial Material Park and Mingfa International Town (Note 1) Huaian City, Jiangsu Province 28 November ,670 1,180,219 Tianjin Jingjin Mingfa International Town Tianjin City 6 December ,533,341 3,000,000 Shenyang Creative Park (Note 2) Shenyang City, Liaoning Province 28 January ,005 2,000,000 Shenyang Residential and Commercial Complex (Note 3) Shenyang City, Liaoning Province 28 January , ,000

17 Interim Report Management Discussion and Analysis Project Name Location Date of MOU Site Area GFA (sq.m.) (sq.m.) Panjin Mingfa City Square Panjin City, Liaoning Province 20 October ,332 1,281,996 Changsha Wangcheng District Binshui New Town Commercial Centre Project Changsha City, Hunan Province 1 December ,154 1,106,539 Jiangsu Taizhou Mingfa City Complex Project (Note 4) Taizhou City, Jiangsu Province 22 December ,466,674 3,666,685 Tianjin City Complex Project (Note 5) Tianjin City 9 March , ,000 Total 6,058,311 13,962,847 Notes: (1) The Group had acquired two plots of land in 2010 under the MOU signed on 28 November The land is located at Weihai East Road, Huai an and Shenzhen South Road, Huai an. Total land area and GFA is approximately 118,014.0 sq.m. and approximately 320,707.5 sq.m. respectively. (2) The Group had acquired the land in 2010 under the MOU signed on 28 January The land is located at Shenbei Xinqu Daoyi Development Zone, Shenyang. Total land area and GFA is approximately 154,024.0 sq.m. and approximately 462,072.0 sq.m. respectively. (3) The Group had acquired the land in 2010 under the MOU signed on 28 January The land is located at Shenbei Xinqu Daoyi Development Zone, Shenyang. Total land area and GFA was approximately 61,222.0 sq.m. and approximately 306,110.0 sq.m. respectively. (4) The Group had acquired two plots of land in 2011 under the MOU signed on 22 December The land is located at Machang Zhonggou West, Huangang Avenue South, Taizhou and Diaodong Zhonggou East, Huangang Avenue South, Taizhou. Total land area and GFA is approximately 292,487 sq.m. and approximately 731,300 sq.m. respectively. (5) The Group had acquired three plots of land under the MOU signed on 9 March 2011 which are located at Tanggu Marine Hi-Tech Development Zone, Tianjin. Total land area and GFA is approximately 209,048.0 sq.m. and approximately 418,082.6 sq.m. respectively.

18 Interim Report Management Discussion and Analysis PROSPECTS AND OUTLOOK Being a balanced prudent property developer, the Group has started to develop various types of products including commercial, residential and industrial properties since The Group believes that the balanced property portfolio is essential for the stable and healthy development of the Group in general even in the unstable environment. As at 30 June 2011, residential properties represented approximately 47.2% of the Group s total GFA. Despite the uncertain environment changes to be encountered, the Group will keep on having countrywide expansion by applying prudent investment and development strategies. The Group will focus on the property market along the Greater Yangtze River Delta, and those rapidly developing regions in the PRC such as Taizhou, Tianjin, Shenyang, Changsha and Panjin. In addition, the Group has further explored its business in Beijing and Shanghai through land acquisitions in January Meanwhile, the Group entered into a contract to acquire 80% of the issued share capital in a project company in April 2011 that owns a parcel of land in Huizhou, Guangdong Province through its subsidiaries. Such regional diversification will further strengthen the quality of the Group s land banks in long run. The Group will closely monitor and adjust its investment and development strategies from time to time in response to the market pace and condition. In order to ensure the continuous development in tight credit environment in the PRC, the Group has issued HK$1,560 million convertible bonds to the public in May The convertible bonds bear interest at 5.25% per annum which is payable semi-annually. The proceeds will be used to finance land acquisition and general working capital. The Group selectively builds up its land reserve primarily through public auction of land arranged by the PRC government authorities or through acquisition of the project companies which hold land use rights. In addition, the Group will also act proactively and seize opportunities to approach, discuss and enter into memoranda of understanding with the relevant PRC governmental authorities in relation to various development of land designated for sizable commercial and residential complex in different cities and locations. These memoranda of understanding are not binding and there is no assurance that the Group will be granted with the land use rights upon signing of the same. On the contrary, these memoranda of understanding only set out the parties intention of cooperation in the future development of land and the Group still has to go through the public tender, auction or listing-for-sale procedures pursuant to the relevant PRC rules and regulations in order to obtain the land use rights from the PRC governmental authorities for the future land development. Notwithstanding the same, the Group considers these as opportunities for the Group to establish a closer strategic and working relationship with the relevant PRC governmental authorities which are in the interest and to the benefit of the Group in the long run.

19 Interim Report Management Discussion and Analysis In order to diversify and stabilize the sources of income, the Group will continue to allocate approximately 30% 50% of its commercial properties as investment properties to be held by the Group. Furthermore, the Group is going to lease out the industrial properties to generate rental income. As at 30 June 2011, Nanjing Mingfa International Industrial Material Park has been fully rented out upon completion and its annual rental income will increase to approximately RMB83.3 million. Notwithstanding the unfavourable impact of the austerity measures especially for the Purchase Restriction Policies that will lead to volatility in China s residential property market in 2011, in the long run, the Group believes the housing demand in China will remain strong. Such policies introduced by the PRC central government will not only speed up the consolidation of the industry, strengthen the market mechanism that weeds out the weak companies and keeps the strong ones, but will also enhance the healthy development of the whole industry and create a better business environment for competent developers. On the other hand, such policies are not applied to commercial and industrial properties which represented approximately 45.6% of the Group s total land bank as at 30 June Looking forward, the Group is fully confident that its financial and business outlook in the challenging year 2011 will remain strong notwithstanding the austerity measures launched and implemented by the PRC government in the real estate market.

20 Interim Report Additional Information Required by the Listing Rules DIRECTORS AND CHIEF EXECUTIVES INTERESTS AND SHORT POSITIONS IN SECURITIES As at 30 June 2011, the interests and short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance ( SFO )), or required to be recorded in the register of interests to be kept by the Company under Section 352 of the SFO, or as otherwise notified to the Company or The Stock Exchange of Hong Kong Ltd pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers ( Model Code ) as set out in Appendix 10 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Ltd ( Stock Exchange ) ( Listing Rules ), are listed as follows: The Company: Name of Director Nature of Interest Total Number of Ordinary Shares (Note 1) Approximate Percentage of Interest in the Company Mr. Wong Wun Ming Mr. Wong Wun Ming Interest of a controlled 5,086,500,000 corporation (Note 2) shares Beneficial owner 13,500,000 shares 83.94% 0.22% Notes: (1) All interests in the shares of the Company are long positions. (2) The disclosed interest represents the interest in the Company held by Galaxy Earnest Limited which is in turn 55% owned by the Growing Group Limited. Galaxy Earnest Limited is wholly-owned by Growing Group Limited, Gainday Holdings Limited, Better Luck Group Limited and Tin Sun Holdings Limited in the respective proportions of 55%, 15%, 15% and 15%. As such, Growing Group Limited is deemed to have the same interest in the Company in which Galaxy Earnest Limited is currently interested. Mr. Wong Wun Ming owns 100% interest in the issued share capital of Growing Group Limited and pursuant to the SFO, Mr. Wong Wun Ming is deemed to be interested in these 5,086,500,000 shares of the Company in which Growing Group Limited is currently interested.

21 Interim Report Additional Information Required by the Listing Rules Associated Corporation Galaxy Earnest Limited: Name of Director Nature of Interest Total Number of Ordinary Shares in the Associated Corporation Approximate Percentage of Interest in the Associated Corporation Mr. Wong Wun Ming Mr. Huang Li Shui Mr. Huang Qingzhu Mr. Huang Lianchun Interest of a controlled corporation (Note 1) 6,050 shares 55.00% Interest of a controlled corporation (Note 2) 1,650 shares 15.00% Interest of a controlled corporation (Note 3) 1,650 shares 15.00% Interest of a controlled corporation (Note 4) 1,650 shares 15.00% Notes: (1) The disclosed interest represents the interest in the associated corporation held by Growing Group Limited, a company which is directly wholly-owned by Mr. Wong Wun Ming. (2) The disclosed interest represents the interest in the associated corporation held by Better Luck Group Limited, a company which is directly wholly-owned by Mr. Huang Li Shui. (3) The disclosed interest represents the interest in the associated corporation held by Gainday Holdings Limited, a company which is directly wholly-owned by Mr. Huang Qingzhu. (4) The disclosed interest represents the interest in the associated corporation held by Tin Sun Holdings Limited, a company which is directly wholly-owned by Mr. Huang Lianchun. Save as disclosed above, as at 30 June 2011, none of the Directors and chief executives of the Company had any interest or short position in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of SFO), or required to be recorded in the register of interests to be kept by the Company under Section 352 of the SFO, or as otherwise notified to the Company or the Stock Exchange pursuant to the Model Code.

22 Interim Report Additional Information Required by the Listing Rules SUBSTANTIAL SHAREHOLDERS As at 30 June 2011, the interests or short positions of those persons, other than Directors or chief executives of the Company, in the shares, underlying shares and debentures of the Company which has been disclosed to the Company pursuant to Part XV of the SFO, or which have been recorded in the register of interests required to be kept by the Company under Section 336 of the SFO are listed as follows: Name Capital/Nature of Interest Total number of Ordinary Shares Approximate Percentage of Interest in the Company Growing Group Interest (Note 1) Limited Ms. Chen Bihua (Note 2) Warburg Pincus & Interest (Note 3) Co. of a controlled corporation 5,086,500,000 shares Interest of spouse 5,100,000,000 shares of a controlled corporation 623,994,329 shares 83.94% 84.16% 10.30% Notes: (1) These shares are held by Galaxy Earnest Limited, which is in turn wholly-owned by Growing Group Limited, Gainday Holdings Limited, Better Luck Group Limited and Tin Sun Holdings Limited in the respective proportions of 55%, 15%, 15% and 15%. As such, Growing Group Limited is deemed to be interested in these shares. (2) Pursuant to the SFO, Growing Group Limited will be deemed to be interested in the shares of the Company in which Galaxy Earnest Limited is currently interested in (i.e %). Mr. Wong Wun Ming owns 100% interest in the issued share capital of Growing Group Limited. Ms. Chen Bihua is the spouse of Mr. Wong Wun Ming and therefore is deemed to be interested of the same in which Mr. Wong Wun Ming is deemed to be interested for the purpose of SFO and vice versa. Pursuant to the SFO, Mr. Wong Wun Ming and Ms. Chen Bihua are deemed to be interested in these 5,100,000,000 shares of the Company. (3) Gain Max Enterprises Limited and Profit Max Enterprises Limited hold convertible bonds and warrants of the Company to subscribe for 535,027,586 and 88,966,743 shares of the Company respectively. Gain Max Enterprises Limited and Profit Max Enterprises Limited are co-owned by Warburg Pincus Private Equity X, L.P. and Warburg Pincus X, L.P., which are managed by Warburg Pincus X, LLC. Warburg Pincus X, LLC is wholly-owned by Warburg Pincus Partners LLC, and Warburg Pincus Partners LLC is wholly-owned by Warburg Pincus & Co. Pursuant to SFO, Warburg Pincus & Co. is deemed to be interested in the underlying shares of the Company in which Gain Max Enterprises Limited and Profit Max Enterprises Limited are currently interested. Assuming full conversion of the convertible bonds and warrants held by Gain Max Enterprises Limited and Profit Max Enterprises Limited, Warburg Pincus & Co. will be deemed to have 10.30% interest in the Company.

23 Interim Report Additional Information Required by the Listing Rules Save as disclosed above, as at 30 June 2011, no person, other than Directors or chief executives of the Company, had interests or short positions in the shares, underlying shares and debentures of the Company which has been disclosed to the Company pursuant to Part XV of the SFO, or which have been recorded in the register of interests required to be kept by the Company under Section 336 of the SFO. The Company adopted a share option scheme on 9 October 2009 pursuant to the written resolutions of all shareholders of the Company ( Share Option Scheme ). As at 30 June 2011, no option has been granted under the Share Option Scheme. HUMAN RESOURCES AND REMUNERATION POLICY As at 30 June 2011, the Group employed 1,969 staff (31 December 2010: 1,779 staff). The increase was mainly due to more engineering and supporting staff was recruited for new projects started in For the six months ended 30 June 2011, the unaudited total staff costs of the Group including directors emoluments was approximately RMB57.3 million (corresponding period in 2010: approximately RMB28.1 million). The staff costs include basic salary and welfare expenses. The employees welfare includes medical insurance plan, pension plan, unemployment insurance plan and pregnancy insurance plan. The Group s employees are engaged according to the terms and provisions of their employment contracts and the Group normally conducts review on the remuneration packages and performance appraisal once every year for its employees, the results of which will be applied in annual salary review for considering the grant of annual bonus or not and in promotion assessment. The Group also studies and compares its remuneration packages with those of its peers and competitors and will make adjustments whenever necessary so as to maintain its competitiveness in the employment market. DIVIDEND POLICY The Board shall determine the dividend policy of the Company in future according to the financial condition in general, operating results, capital requirements, shareholders equity, contractual restraint and other factors considered relevant by the Board. FUNDING AND TREASURY POLICY The Group maintains a prudent funding and treasury policy and generally finances its operations with internally generated cash flows and bank loans and the Directors believe that the Group has sufficient financial resources to discharge its debts and to finance its operations and capital expenditure. CAPITAL STRUCTURE As at 30 June 2011, the Group had aggregate cash and cash equivalents (excluding restricted cash) of approximately RMB1,894.8 million (31 December 2010: approximately RMB1,922.6 million).

24 Interim Report Additional Information Required by the Listing Rules The current ratio as at 30 June 2011 was 1.30 (31 December 2010: 1.47). As at 30 June 2011, the bank loans and other borrowings of the Group repayable within one year and after one year were approximately RMB1,037.0 million and RMB5,250.5 million respectively (31 December 2010: approximately RMB916.3 million and RMB3,607.6 million respectively). The unaudited consolidated interest expenses including the capitalized bank interest expenses and finance costs arisen from the convertible bonds for the six months ended 30 June 2011 amounted to approximately RMB204.1 million (corresponding period in 2010: approximately RMB78.6 million) in total. In addition, for the six months ended 30 June 2011, interests with an unaudited amount of approximately RMB68.0 million (corresponding period in 2010: approximately RMB41.2 million) were capitalized. Interest cover (including amount of interests capitalized) was 10.9 times (corresponding period in 2010: 3.3 times). As at 30 June 2011, the ratio of total liabilities to total assets of the Group was 72.0% (31 December 2010: 69.1%). As at 30 June 2011, the ratio of bank loans and other borrowings to shareholders funds of the Group was 99.8% (31 December 2010: 85.6%). The ratio of bank loans and other borrowings to total assets was 27.5% (31 December 2010: 26.0%). As at 30 June 2011, the gearing ratio of the Group (defined as net debt divided by the sum of shareholders funds and net debt) was 41.4% (31 December 2010: 33.4%). CAPITAL COMMITMENTS As at 30 June 2011, the contracted capital commitments of the Group were approximately RMB4,325.6 million (31 December 2010: approximately RMB3,084.8 million), which were mainly the capital commitments for property development and acquisition of the project companies and land. It is expected that the Group will finance such commitments from internally generated funds and resources and/or bank loans. GUARANTEES AND CONTINGENT LIABILITIES As at 30 June 2011, the contingent liabilities of the Group was approximately RMB2,032.6 million (31 December 2010: approximately RMB1,861.2 million), which was mainly the guarantees given by the Group in favour of certain banks for the grant of mortgage loans to buyers of the Group s properties before the delivery of properties. Such guarantees will be released following completion of transfer of property title by the Group to buyers.

25 Interim Report Additional Information Required by the Listing Rules PLEDGE OF ASSETS As at 30 June 2011, investment properties of the Group with net book value of approximately RMB1,789.8 million (31 December 2010: approximately RMB1,650.8 million), property, plant and equipment of approximately RMB139.8 million (31 December 2010: approximately RMB150.1 million), land use rights of approximately RMB2,373.2 million (31 December 2010: approximately RMB2,141.1 million), completed properties held for sales of approximately RMB442.0 million (31 December 2010: approximately RMB119.9 million), properties under development of approximately RMB485.1 million (31 December 2010: approximately RMB1,269.0 million) and restricted bank deposits of approximately RMB100.0 million (31 December 2010: approximately RMB100.0 million) were pledged to secure the banking facilities of the Group. Another cash deposits of approximately RMB48.6 million (31 December 2010: approximately RMB48.6 million), were restricted and deposited in certain banks as security for project construction. The Group s cash of approximately RMB224.0 million (31 December 2010: Nil) was also restricted and deposited in certain banks as security for issuing bank acceptance bills of exchange. FOREIGN EXCHANGE RISK As at 30 June 2011, the balance of the bank deposits maintained by the Group (including restricted bank balances) consisted of Renminbi, Hong Kong dollars and US dollars in the respective proportions of 52.9%, 46.5% and 0.6% (As at 31 December 2010, Renminbi, Hong Kong dollars and US dollars accounted for 67.7%, 29.8% and 2.5% respectively of the total bank balances of the Group). The bank loans and other borrowings maintained by the Group consisted of Renminbi and Hong Kong dollars in the respective proportions of 60.4% and 39.6% (As at 31 December 2010, Renminbi and Hong Kong dollars accounted for 73.4% and 26.6% respectively of the total bank loans and other borrowings of the Group). As the sales and purchases of the Group for the six months ended 30 June 2011 were made mainly in Renminbi, and it is expected that the majority of future development and transactions carried out by the Group will be made and transacted mainly in Renminbi, the Group will convert bank balances currently maintained in Hong Kong dollars into Renminbi as and when required to minimize any foreign exchange risk. The Group did not adopt any foreign exchange hedging instruments to hedge against foreign exchange risks for the six months ended 30 June 2011, and the Group believes that the foreign exchange risk exposed by the Group was relatively minimal. INTEREST RATE RISK As at 30 June 2011, the majority of the bank borrowings of the Group is floating rate borrowings and is denominated in Renminbi or Hong Kong dollars, whereby any upward fluctuations in interest rates will increase the interest costs of the Group in connection with

26 Interim Report Additional Information Required by the Listing Rules such loans or any new loans obtained by the Group calculated on a floating interest rate basis. The Group currently does not use any derivative instruments to hedge against its interest rate risk. SUBSEQUENT EVENTS There was no matter that would cause material impact on the Group between the balance sheet date (i.e. 30 June 2011) and the date of this report. MATERIAL LITIGATION AND ARBITRATION Dispute relating to Powerlong Group Development Co., Ltd. On 22 March 2011, Mingfa Group Co., Ltd. ( Mingfa Group ) filed an application for additional counterclaims to Xiamen Arbitration Commission to clarify some relevant outstanding issues of the rulings. Mingfa Group has submitted the following counterclaims: 1. Claim for confirmation of the nature of development and operation of Xiamen Mingfa Shopping Mall Project between Mingfa Group and Powerlong Group Development Co., Ltd. ( Powerlong ) as cooperative development of real estates, and that both parties shall conduct cooperative development, operation and allocation in accordance with the nature of cooperative development of real estates, the ruling that Powerlong shall allocate the major shops in accordance with the cooperative allocation procedures and bear related taxes, the ruling that Powerlong shall deposit to the designated account of Mingfa Group 30% of the business tax, land appreciation tax and enterprise income tax payables (calculated based on the total market value of the major shops allocated to Powerlong in accordance with relevant taxation requirements of the PRC laws and regulations and Xiamen City) by all major shops in advance before applying for registration of title transfer of the major shops, i.e. relevant taxes, retention monies etc. shall be borne by the respondent as losses of the project; 2. Claim for confirmation of Mingfa Group s obligations in assisting the transfer of title of the major shops is to submit to the title registration authorities the required information for title registration and deliver relevant materials; 3. Claim for the ruling that Powerlong shall bear the losses on business tax, land appreciation tax and enterprise income tax payables (calculated as the full amount in accordance with relevant taxation requirements of the PRC laws and regulations and Xiamen City) arising from early allocation of major shops and other allocations; and 4. Claim for the ruling that Powerlong shall not transfer, mortgage, or change the operation status (including continuation of existing lease agreement and continuation of centralized operation in the name of Mingfa Group) of, the major shops after completion of title transfer of the major shops and before completion of overall allocation of the Xiamen Mingfa Shopping Mall Project.

27 Interim Report Additional Information Required by the Listing Rules As at the date of this report, the abovementioned counterclaims are still pending for further judgment and no final rulings have been made by the Xiamen Arbitration Commission. Details of the dispute relating to Powerlong have been set out in the 2010 annual report of the Company. DETAILS OF THE TRANSACTIONS IN THE SECURITIES OF THE GROUP AND ITS SUBSIDIARIES Mingfa Group Yangzhou Real Estate Company Limited MING FAT HOLDINGS (HONG KONG) LIMITED made further capital contribution of US$40 million to the equity capital of Mingfa Group Yangzhou Real Estate Company Limited on 18 February 2011, and following completion of the capital contribution, MING FAT HOLDINGS (HONG KONG) LIMITED and MINGFA GROUP COMPANY LIMITED held 99.5% and 0.5% of Mingfa Group Yangzhou Real Estate Company Limited respectively. Mingfa Group (Shenyang) Real Estate Company Limited MINGFA GROUP PROPERTY COMPANY LIMITED made further capital contribution of US$25 million to the equity capital of Mingfa Group (Shenyang) Real Estate Company Limited on 2 March 2011, and following completion of the capital contribution, MINGFA GROUP PROPERTY COMPANY LIMITED remained the sole equity holder holding 100% interest of Mingfa Group (Shenyang) Real Estate Company Limited. Jiangsu Mingfa Industrial Raw Material Co., Ltd. MING FAT HOLDINGS (HONG KONG) LIMITED made further capital contribution of US$30 million to the equity capital of Jiangsu Mingfa Industrial Raw Material Co., Ltd. on 27 May 2011, and following completion of the capital contribution, MING FAT HOLDINGS (HONG KONG) LIMITED remained the sole equity holder holding 100% interest of Jiangsu Mingfa Industrial Raw Material Co., Ltd. Nanjing Mingfa Xinhewan Hotel Company Limited MING FAT HOLDINGS (HONG KONG) LIMITED made further capital contribution of US$10 million to the equity capital of Nanjing Mingfa Xinhewan Hotel Company Limited on 27 May 2011, and following completion of the capital contribution, MING FAT HOLDINGS (HONG KONG) LIMITED remained the sole equity holder holding 100% interest of Nanjing Mingfa Xinhewan Hotel Company Limited. Nanjing Mingfa Technological and Commercial Town Construction Development Co., Ltd. MING FAT HOLDINGS (HONG KONG) LIMITED made further capital contribution of US$50 million to the equity capital of Nanjing Mingfa Technological and Commercial Town Construction Development Co., Ltd. on 27 June 2011, and following completion of the capital

28 Interim Report Additional Information Required by the Listing Rules contribution, MING FAT HOLDINGS (HONG KONG) LIMITED remained the sole equity holder holding 100% interest of Nanjing Mingfa Technological and Commercial Town Construction Development Co., Ltd. MATERIAL ACQUISITIONS OR DISPOSALS OF SUBSIDIARIES On 16 April 2011, the following parties entered into a share transfer and cooperation agreement (the Agreement ) dated 16 April 2011: (1) Brave Fortune Group Limited, a company incorporated in Hong Kong as an indirect wholly-owned subsidiary of the Company ( Brave Fortune ); (2) Hua Xing (H.K.) Real Estate Development Company Limited, a company incorporated in Hong Kong ( Hua Xing ); (3) Netnice Company Limited, a company incorporated in Hong Kong ( Netnice ); (4) Dowence Development Limited, a company incorporated in Hong Kong ( Dowence Development ); (5) 惠州富之頁工貿實業發展有限公司 (Huizhou Fuzhiye Industrial and Trading Development Co., Ltd.*), a company established under the laws of the PRC and is wholly-owned by Dowence Development; and (6) 惠州富之頁工貿實業有限公司 (Huizhou Fuzhiye Industrial and Trading Co., Ltd.*), a company established under the laws of the PRC and is wholly-owned by Dowence Development. Brave Fortune agreed to purchase from Hua Xing and Netnice their respective 50% and 30% interest in Dowence Development for an aggregate consideration of HK$800,000,000 in accordance with the terms and subject to the conditions of the Agreement (the Acquisition ). On 13 May 2011, 60,000,000 ordinary shares of the Company were issued and allotted as consideration shares for the Acquisition, and the Group will then hold 80% of the issued share capital of Dowence Development, and Dowence Development will become an indirect non-wholly-owned subsidiary of the Company after completion of the Acquisition. Details of the Acquisition have been set out in the announcements of the Company dated 17 April 2011 and 13 May Save as disclosed above, the Group had no material acquisition or disposal of subsidiaries during the six months ended 30 June * for identification purpose only