Shine
Shine
Shine
Opinion
We have audited the consolidated financial statements of Ronshine China Holdings Limited (the “Company”) and
its subsidiaries (collectively referred to as the“Group”) set out on pages 127 to 227, which comprise the
consolidated balance sheet as at 31 December 2022, and the consolidated income statement, consolidated
statement of comprehensive income, consolidated statement of change in equity and consolidated statement of
cash 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 true and fair view of the consolidated financial position
of the Group as at 31 December 2022, and of its consolidated financial performance and its consolidated cash flows
for the year then ended in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong
Kong Institute of Certified Public Accountants (“HKICPA”) and have been properly prepared in compliance with the
disclosure requirements of the Hong Kong Companies Ordinance.
Provisions for properties under How our audit addressed the Key Audit
development (“PUD”) and completed Matter
properties held for sale (“PHS”)
Refer to Note 4(a) and Note 20 to the consolidated Our key procedures in relation to management’s
financial statements. assessment on the provision for PUD and PHS included:
The total of PUD and PHS of the Group amounted
to approximately RMB116,960 million as at 31 1. We obtained an understanding of
December 2022, accounting for approximately 62% management’s internal control and assessment
of the total assets of the Group against which, a process of the NRV of PUD and PHS, and assessed
provision of RMB7,464 million, was provided. During the inherent risk of material misstatement by
the year ended 31 December 2022, an additional considering the degree of estimation uncertainty
provision of RMB7,239 million was made. and level of other inherent risk factors such as
complexity of assessment and subjectivity of
significant assumptions and data used.
Other information
The directors of the Company are responsible for the other information. The other information comprises all of
the information included in the annual report other than the consolidated financial statements and our auditor’s
report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, 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.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have
no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit 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.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely responsible for
our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that 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.
The engagement director on the audit resulting in this independent auditor’s report is Mr. Leung Man Kin with
Practising Certificate number P07174.
31 March 2023
Note 2 2021
s
Revenue
6 30,059,292 33,284,014
Cost of sales
7 (36,178,859) (29,655,775)
Gross (loss)/profit
(6,119,567) 3,628,239
Selling and marketing costs (1,289,729)
7 (971,652)
Administrative expenses (1,198,308)
7 (1,009,598)
Net impairment (losses)/gains on financial assets 4,600
7 (788,322)
Fair value losses on investment properties (32,252)
17
(739,009) 450,284
Other income 9
164,249 707,308
Other gains or losses 9
(1,151,352)
Operating (loss)/profit
(10,615,251) 2,270,142
Finance income
(12,439,950) 1,726,7
32
The above consolidated income statement should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
20 20
22 21
RMB’0
RMB’0 00
00
(12,439,950) 1,726,7
32
The above consolidated statement of comprehensive income should be read in conjunction with the
accompanying notes.
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As at 31 December
129
Ronshine China Holdings Limited 2022 Annual Report
Note 202 20
s
2 21
RMB’0
RMB’0 00
00
ASSETS
Non-current assets
Current assets
EQUITY
Share capital 24 1 1
5 5
Share premium 24
3,082,68 3,082,6
Other reserves 25 1 81
3,104,26 15,221,9
6 02
130
Ronshine China Holdings Limited 2022 Annual Report
Note 202 20
s
2 21
RMB’0
RMB’0 00
00
LIABILITIES
Current liabilities
193,158,8
Total liabilities 158,597,83 89
3
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
The financial statements on pages 127 to 227 were approved and authorised for issue by the board of directors of
the Company on 31 March 2023 and were signed on its behalf by:
Ou Zonghong
Zhang Lixin
Director
Director
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
Share- N
o
based n-
S S Capi Statut Retai T
tal ory compensa
ha hare ned control otal
tion T
re prem rese rese earni ling
ca ium rese otal
rves rves ngs inter equi
pit rves RMB RMB ests ty
RMB’ RMB RMB
al ’000 ’000 RMB RMB
000 ’000 ’000 RMB
RMB’ ’000 ’000 ’000
(Note (Note (Note
000 25(a)) 25(b))
24) (Note
25(c))
(Note
24)
Balance at 1 January 1 3,082,6 851,5 2,026,4 82,0 12,261,8 18,304,5 33,976,3 52,280,9
5 81 83 41 76 02 98 52 50
2022 Comprehensive
income
Dividends distribution to — — — —
—
non-controlling interests — — 519,1 519,1
58 58
Lapse of share options
— — — —
Transfer to statutory — — (82,0 —
— — 82,
reserves — —
76)
—
— — 076
(67, (6,058,2 (6,058,2
— 67,4 — — 88) 88)
04 404
)
(1,419,5 (1,419,5
53) 53)
— —
— —
Share- N
based o
S S Cap Statut n-
compens Reta
ital ory
h hare ation ined contr
ar pre res earn T Total
res ollin
e miu res ings otal
erve erv g equi
ca m erve RMB
s es RMB inte ty
pi s ’00
ta RMB RMB RMB ’00 rest RMB
RMB 0
l ’000 ’00 ’00 0 s ’00
’00 RMB
0 0 0
RMB (Note 0 ’00
24) (Note (Note
’000 25(a)) (Note 0
25(b))
25(c))
(Note
24)
Balance at 1 January 1 3,786, 851, 1,921, 82, 11,071, 17,713, 32,945, 50,659,
5 195 583 846 076 348 063 940 003
2021 Comprehensive
income
— (991
,147
—
)
(695
,173
)
—
Balance at 31 December 2021 15 3,082,681 851,583 2,026,441 82,076 12,261,802 18,304,598 33,976,352
52,280,950
The above consolidated statement of changes of equity should be read in conjunction with the accompanying notes.
Note 20 20
s
22 21
RMB’0
RMB’0 00
00
Note 20 20
s
22 21
RMB’0
RMB’0 00
00
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
1 General information
Ronshine China Holdings Limited (the “Company”) was incorporated in the Cayman Islands on 11 September
2014 as an exempted company with limited liability under the Companies Act, Cap.22 of the Cayman
Islands. The address of its registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman,
KY1-1111, Cayman Islands. The Company’s principal activity is investment holding. The Company and its
subsidiaries (together the “Group”) are principally engaged in property development business in the People’s
Republic of China (the “PRC”).
The ultimate holding company of the Company is TMF (Cayman) Limited and the ultimate controlling
shareholder of the Company is Mr. Ou Zonghong (“Mr. Ou”).
The Company’s shares were listed on the The Stock Exchange of Hong Kong Limited (the“Stock Exchange”) on
13 January 2016.
These consolidated financial statements are presented in thousand Renminbi (“RMB’000”) which is also
the functional currency of the Company.
Companies Ordinance (Cap. 622 of the Laws of Hong Kong) (“HKCO”) issued by the
Hong Kong Institute of Certified Public Accountants (“HKICPA”)
The consolidated financial statements of the Group have been prepared in accordance with
HKFRSs and disclosure requirements of the HKCO.
The consolidated financial statements have been prepared on a historical cost basis, except
for financial assets at fair value through profit or loss and investment properties, which are
measured at fair value.
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For the year ended 31 December 2022, the Group incurred a loss for the year of
approximately RMB12,439,950,000 . As of 31 December 2022, the Group recorded net
current assets of RMB34,070,283,000, and the Group’s current portion of borrowings amounted to
RMB19,785,112,000, while its cash and cash equivalents (excluding restricted cash) amounted to
RMB5,569,429,000.
Since the second half of 2021, the business environment of China’s real estate industry has
undergone major changes, with increased difficulties in financing confronted by real estate
companies. Under such circumstances, a number of real estate companies have successively
encountered debt repayment issues, indicating accelerated deterioration of the industry’s
business environment. At the same time, the outbreak of the COVID-19 pandemic in Shanghai
and other cities has brought enormous pressure on the Group’s operations. As a result of the
impact brought by the above factors, the Group takes longer time than expected to realise
cash from its properties and/or to obtain cash from external financing to meet its loan repayment
obligations. Although the Company has endeavoured to mitigate the impact of various
unfavourable factors on its operations, due to the prolonged duration of this situation, the Group’s
operation and cash position have been significantly affected, and its ability to perform future
obligations is subject to uncertainty.
As stipulated in the announcement of the Company dated 10 July 2022, interest in the amount
of US$12,798,000 under the 8.1% senior notes due June 2023 (the“June 2023 Notes”) and interest in
the amount of US$15,067,500 under the 7.35% senior notes due December 2023 (the “December
2023 Notes”) were due on 9 June 2022 and 15 June 2022, respectively. The Company had a 30-day
grace period to pay such interests. As of the date of approval of these consolidated financial
statements, the Company has not made such payments.
If such non-payment continues, holders of at least 25% of the aggregate principal amount of
the relevant outstanding senior notes at that time may, by written notice to the Company or the
trustee, require the Company to pay the principal and accrued interest of the relevant outstanding
senior notes immediately. As of the date of approval of these consolidated financial statements, the
Company has not received any notice regarding accelerated repayment from the holders of the
June 2023 Notes or the December 2023 Notes.
As stipulated in the announcements of the Company dated 25 October 2022 and 26 January
2023, respectively, the 8.75% senior notes due 2022 (the “October 2022 Notes”) in the aggregate
principal amount of US$688,000,000 and the 8.95% senior notes due 2023 (the “January 2023
Notes”) in the aggregate principal amount of US$413,000,000, issued by the Company and
listed on the Singapore Exchange Securities Trading Limited matured on 25 October 2022 and
22 January 2023, respectively. The principal amount and the accrued and unpaid interest
totalling US$718,100,000 and US$431,481,750, respectively, became due and payable. As of
the date of approval of these consolidated financial statements, the Company has not made such
payments.
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If the Company fails to perform the obligations of repaying the debts due and cannot agree on
a consensual solution to the corresponding indebtedness with creditors in a timely manner, it
may cause the relevant creditors to demand accelerated repayment of the obligations of the
relevant debts or take enforcement actions.
In addition, as at 31 December 2022, the Group did not repay certain borrowings of
RMB6,248,911,000 according to their scheduled repayment dates. As a result, as at 31
December 2022, borrowings with the aggregate principal amount of RMB10,655,067,000 had
become default. Subsequent to 31 December 2022, the Group did not repay certain other bank
and other borrowings according to the scheduled repayment dates.
The above events or conditions indicate the existence of a material uncertainty which may
cast significant doubt on the Group’s ability to continue as a going concern.
In view of the aforesaid, the directors of the Company (the “Directors”) have given careful
consideration to the future liquidity and performance of the Group and its available sources
of financing in assessing whether the Group will have sufficient financial sources to continue as a
going concern. The following plans and measures are formulated with the objective to mitigate the
liquidity pressure and to improve the financial position of the Group:
(i) the Group is actively negotiating with several existing financial institutions on the renewal
of certain borrowings, and has been negotiating with various banks and financial
institutions to secure new sources of financing;
(ii) the Group will actively engage with its creditors and seek external financial advisers for various
(iii) the Group will continue to implement measures to accelerate the pre-sales and sales of its
properties under development and completed properties, and to speed up the collection
of outstanding sales proceeds and other receivables. Recent relaxation of policies with
regards to pre-sale requirements have spurred buyers’ interests and stimulated demand.
The Group will also continue to actively adjust sales and pre-sale activities to better
respond to the changing market environment to achieve the latest budgeted sales and pre-
sales volumes and amounts; and
(iv) the Group will continue to take active measures to control administrative costs and unnecessary
capital expenditures to preserve liquidity.
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The directors of the Company have reviewed the Group’s cash flow projections prepared by
the management of the Company, which cover a period of not less than twelve months from 31
December 2022. They are of the opinion that, taking into account the above mentioned plans and
measures, the Group will have sufficient working capital to finance its operations and to meet its
financial obligations as and when they fall due within twelve months from 31 December 2022.
Accordingly, the directors are satisfied that it is appropriate to continue to adopt the going
concern basis of accounting in preparing these consolidated financial statements.
Notwithstanding the above, given the volatility of the property sector in China and the uncertainties
to obtain continuous support by the banks and the Group’s creditors, material uncertainties exist
as to whether the management of the Company will be able to achieve its plans and measures as
described above.
Should the going concern assumption be inappropriate, adjustments may have to be made to
write down the values of assets to their recoverable amounts, to provide for any further liabilities that
might arise, and to reclassify non-current assets and non-current liabilities as current assets
and current liabilities, respectively. The effects of these adjustments have not been reflected in
these consolidated financial statements.
( d) Amendments to HKFRSs that are mandatorily effective for the current year
In the current year, the Group has applied the following amendments to HKFRSs issued by the
HKICPA for the first time, which are mandatorily effective for the annual period beginning on 1
January 2022 for the preparation of the consolidated financial statements:
Amendments to HKFRS 3
Reference to the Conceptual Framework
Amendment to HKFRS 16
Covid-19-Related Rent Concessions beyond 30 June
Save as described below, the application of the amendments to HKFRSs in the current year has
had no material impact on the Group’s financial positions and performance for the current and prior
years and/or on the disclosures set out in these consolidated financial statements.
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The Group has applied the amendments to business combinations for which the acquisition date
was on or after 1 January 2022. The amendments update a reference in HKFRS 3 Business
Combinations so that it refers to the Conceptual Framework for Financial Reporting 2018
issued in June 2018 (the “Conceptual Framework”) instead of Framework for the Preparation
and Presentation of Financial Statements (replaced by the Conceptual Framework for Financial
Reporting 2010 issued in October 2010), add a requirement that, for transactions and events
within the scope of HKAS 37 Provisions, Contingent Liabilities and Contingent Assets or
HK(IFRIC)-Int 21 Levies, an acquirer applies HKAS 37 or HK(IFRIC)-Int 21 instead of the Conceptual
Framework to identify the liabilities it has assumed in a business combination and add an explicit
statement that an acquirer does not recognise contingent assets acquired in a business
combination.
The application of the amendments in the current year has had no impact on the Group’s
consolidated financial statements.
The Group has applied the Amendment to HKFRS 16 Covid- 19-Related Rent Concessions beyond
30 June 2021 retrospectively for the first time in the current year. The amendment extends the
availability of the practical expedient in paragraph 46A of HKFRS 16 Leases (“HKFRS 16”) by one
year so that the practical expedient applies to rent concessions for which any reduction in lease
payments affects only payments originally due on or before 30 June 2022, provided the other
conditions for applying the practical expedient are met.
The application of this amendment has had no material impact on the Group’s financial positions
and performance for the current and prior years.
The Group has applied the amendments for the first time in the current year. The amendments
specify that the costs of any item that were produced while bringing an item of property, plant and
equipment to the location and condition necessary for it to be capable of operating in the manner
intended by management (such as samples produced when testing whether the relevant
property, plant and equipment is functioning properly) and the proceeds from selling such
items should be recognised and measured in the profit or loss in accordance with applicable
standards. The cost of the items are measured in accordance with HKAS 2 Inventories.
In accordance with the transitional provisions, the Group has applied the new accounting
policy retrospectively to property, plant and equipment made available for use on or after the
beginning of 1 January 2021. The application of the amendments in the current year has had no
impact on the Group’s financial positions and performance.
The Group has not early applied the following new and amendments to HKFRSs that have been
issued but are not yet effective:
1
Effective for annual periods beginning on or after 1 January 2023.
2
Effective for annual periods beginning on or after a date to be determined.
3
Effective for annual periods beginning on or 1 January 2024.
The directors of the Company are in the process of assessing the potential impact of the new
and amendments to HKFRSs but are not yet in a position to determine whether the new and
amendments to HKFRSs will have a material impact on the Group’s performance and financial
position and on the disclosures. The new and amendments to HKFRSs may result in changes to
how the Group’s performance and financial position are prepared and presented in the future.
Subsidiaries are all entities (including structured entities) over which the Group has control.
The Group controls an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations . The
consideration transferred for the acquisition of a subsidiary is the fair values of the
assets transferred, the liabilities incurred to the former owners of the acquiree and the equity
interests issued by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date.
If the business combination is achieved in stages, the acquisition date carrying value of
the acquirer’s previously held equity interest in the acquiree is re-measured to fair value
at the acquisition date; any gains or losses arising from such re-measurement are recognised
in profit or loss.
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The excess of the consideration transferred, the amount of any non-controlling interest in
the acquiree and the acquisition-date fair value of any previous equity interest in the
acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill.
If the total of consideration transferred, non-controlling interest recognised and previously
held interest measured is less than the fair value of the net assets of the subsidiary acquired
in the case of a bargain purchase, the difference is recognised directly in the consolidated
income statement.
Transactions with non-controlling interests that do not result in loss of control are
accounted for as equity transactions – that is, as transactions with the owners of the
subsidiary in their capacity as owners. The difference between fair value of any
consideration paid and the relevant share acquired of the carrying value of net assets of the
subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are
also recorded in equity.
When the Group ceases to have control, any retained interest in the entity is re-measured
to its fair value at the date when control is lost, with the change in carrying amount
recognised in profit or loss. The fair value is the initial carrying amount for the purposes of
subsequently accounting for the retained interest as an associate, joint venture or financial
asset. In addition, any amounts previously recognised in other comprehensive income in
respect of that entity are accounted for as if the Group had directly disposed of the related
assets or liabilities. This may mean that amounts previously recognised in other
comprehensive income are reclassified to profit or loss or transferred to another category of
equity as specified/permitted by applicable
HKFRSs.
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Investments in subsidiaries are accounted for at cost less impairment. Cost includes direct
attributable costs of investment. The results of subsidiaries are accounted for by the Company on
the basis of dividend received and receivable.
Under the equity method, the investment is initially recognised at cost, and the carrying amount
is increased or decreased to recognise the Group’s share of the profit or loss of the investee
after the date of acquisition. The Group’s investments in associates or joint ventures include goodwill
identified on acquisitions. Upon the acquisitions of the ownership interests in associates or
joint ventures, any differences between the cost of the associate or joint venture and the
Group’s share of the net fair value of the associate’s or joint ventures’ identifiable assets and
liabilities are accounted for as goodwill.
If the ownership interests in the associate or joint venture are reduced but significant influence
or joint control is retained, only a proportionate share of the amounts previously recognised in
other comprehensive income is reclassified to profit or loss where appropriate.
The Group determines at each balance sheet date whether there is any objective evidence that
the investment in the associate or joint venture is impaired. If this is the case, the Group
calculates the amount of impairment as the difference between the recoverable amounts of the
associate or joint venture and their carrying values and recognises the amounts adjacent to
“share of net profit of investments accounted for using the equity method” in the consolidated
income statement.
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Profits and losses resulting from upstream and downstream transactions between the Group
and its associate or joint venture are recognised in the Group’s consolidated financial
statements only to the extent of unrelated investor’s interests in the associate or joint venture.
Unrealised losses are eliminated unless the transaction provides evidence of an impairment of
the asset transferred. Accounting policies of the associate or joint venture have been changed
where necessary to ensure consistency with the policies adopted by the Group.
Gains and losses on dilution of equity interests in the associate or joint ventures are recognised in
the consolidated income statement.
(b) Associate
An associate is an entity over which the Group has significant influence but not control,
generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments
in associates are accounted for using the equity method of accounting after initially recognised at
cost.
A joint arrangement is an arrangement of which two or more parties have joint control and over
which none of the participating parties has unilateral control. The Group has assessed the nature
of its joint arrangements and determined them to be joint ventures. Joint venture is accounted
for using the equity method.
Items included in the financial statements of each of the Group’s entities are measured
using the currency of the primary economic environment in which the entity operates (the
“functional currency”). These consolidated financial statements are presented in RMB, which is
the Company’s functional and the Group’s presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange
rates prevailing at the dates of the transactions or valuations when items are re-measured .
Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the consolidated income statement except when deferred in other
comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.
Foreign exchange gains and losses that relate to cash and bank balances and borrowings
are presented in the consolidated income statement, within “finance income/(costs) – net”. All
other foreign exchange gains and losses are presented in the consolidated income statement on a
net basis within“other gains – net”.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset,
as appropriate, only when it is probable that future economic benefits associated with the item will
flow to the Group and the cost of the item can be measured reliably. The carrying amount of the
replaced part is derecognised. All other repairs and maintenance are charged to the consolidated
income statement during the year in which they are incurred.
Depreciation on property, plant and equipment is calculated using the straight-line method to allocate
their cost or revalued amounts, net of their residual values, over their estimated useful lives as follows:
Buildings
20 years
Office equipment 3-5
years
Motor vehicles
Leasehold improvements and furniture, fitting and equipment 4 years
2-13
years
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An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount.
These are included in consolidated income statement.
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and
bring to use the specific software. These costs are amortised over their estimated useful lives of 4 to 10
years.
2 .8 Investment properties
Investment property, principally comprising leasehold land and buildings, is held for long-term rental
yields or for capital appreciation or both, and that is not occupied by the Group. It also includes
properties that are being constructed or developed for future use as investment properties. Land held
under operating leases are accounted for as investment properties when the rest of the definition of an
investment property is met. In such cases, the operating leases concerned are accounted for as if
they were finance leases. Investment property is initially measured at cost, including related transaction
costs and where applicable borrowing costs. After initial recognition, investment properties are carried
at fair value, representing open market value determined at each reporting date by external valuers.
Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature,
location or condition of the specific asset. If the information is not available, the Group uses alternative
valuation methods such as recent prices on less active markets or discounted cash flow projections.
Changes in fair values are recorded in the consolidated income statement within“fair value gains/(losses)
on investment properties”.
• those to be measured subsequently at fair value (either through other comprehensive income,
or through profit or loss), and
The classification depends on the entity’s business model for managing the financial assets and
the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income (“OCI”). For investments in equity instruments that are not held for trading, this
will depend on whether the Group has made an irrevocable election at the time of initial recognition to
account for the equity investment at fair value through other comprehensive income (“FVOCI”).
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the
Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss (“FVPL”), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair
value through profit or loss are expensed in consolidated income statement.
Debt instruments
Initial recognition and subsequent measurement of debt instruments depend on the Group’s
business model for managing the asset and the cash flow characteristics of the asset. There are three
measurement categories into which the Group classifies its debt instruments:
• Amortised cost: Assets that are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest are measured at amortised cost. Interest
income from these financial assets is included in finance income using the effective interest rate
method. Any gain or loss arising on derecognition is recognised directly in profit or loss and
presented in “other gain-net”together with foreign exchange gains and losses.
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• FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial
assets, where the assets’ cash flows represent solely payments of principal and interest, are
measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the
recognition of impairment gains or losses, interest income and foreign exchange gains and
losses which are recognised in profit or loss. When the financial asset is derecognised, the
cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and
recognised in“other gains
– net”. Interest income from these financial assets is included in finance income using the
effective interest rate method. Foreign exchange gains and losses are presented in “other
gains – net”. Impairment losses are presented as separated line item in the statement of profit or
loss.
• FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A
gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or
loss and presented in net basis within“other gains – net”in the period in which it arises.
Equity investments
The Group subsequently measures all equity investments at fair value. Where the Group’s management
has elected to present fair value gains and losses on equity investments in other comprehensive
income, there is no subsequent reclassification of fair value gains and losses to the consolidated
statement of comprehensive income. Dividends from such investments continue to be recognised in
the consolidated income statement when the Group’s right to receive payments is established.
Changes in the fair value of FVPL are recognised in the consolidated income statement as
applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at
FVPL are not reported separately from other changes in fair value.
The Group assesses on a forward looking basis the expected credit loss (“ECL”) associated with its
financial assets carried at amortised cost. The impairment methodology applied depends on whether there
has been a significant increase in credit risk.
ECL is a probability-weighted estimate of credit losses (i.e. the present value of all cash shortfalls) over
the expected life of the financial assets.
The Group applies the simplified approach permitted by HKFRS 9, which uses expected lifetime losses to
be recognised from initial recognition of the assets for trade receivables and contract assets.
Impairment on other financial assets including other receivables and amounts due from related
parties is measured as either 12-month ECL or lifetime ECL, depending on whether there has been a
significant increase in credit risk since initial recognition. If a significant increase in credit risk of a
receivable has occurred since initial recognition, then impairment is measured as lifetime expected credit
losses.
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• hedges of the fair value of recognised assets or liabilities (fair value hedges).
• hedges of a particular risk associated with the cash flows of recognised assets and liabilities and
highly probable forecast transactions (cash flow hedges).
At the inception of the hedging, The Group documents the economic, relationship between
hedging instruments and hedged items, including whether changes in the cash flows of the hedging
instruments are expected to offset changes in the cash flows of hedged items. The Group documents
its risk management objective and strategy for undertaking its hedge transactions.
Derivatives held by the Group are only used for economic hedging purposes and not as
speculative investments. If the derivative instruments do not qualify for hedge accounting, Changes in
the fair value of any derivative instrument that does not qualify for hedge accounting are recognised
immediately in profit or loss and are included in other gains/(losses).
The fair values of derivative financial instruments designated in hedge relationships are disclosed in
Note 3.3(a).
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The Group leases only offices for long-term contracts. Rental contracts are typically made for fixed
periods of 2 to 4 years. Lease terms are negotiated on an individual basis and contain a wide range of
different terms and conditions. The lease agreements do not impose any covenants, but leased assets
may not be used as security for borrowing purposes.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the Group exercising
that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot
be determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing
rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain
an asset of similar value in a similar economic environment with similar terms and conditions.
To determine the incremental borrowing rate, the Group uses recent third-party financing received by
the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third
party financing was received.
Lease payments are allocated between the liability and finance cost. The finance cost is charged to profit
or loss over the lease period so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period. The right-of-use assets are generally depreciated over the shorter
of the asset’s useful life and the lease term on a straight-line basis.
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• any lease payments made at or before the commencement date less any lease incentives received
• restoration costs
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-
line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or
less.
The Group applies the short-term lease recognition exemption to leases that have a lease term of 12
months or less from the commencement date and do not contain a purchase option. It also applies the
recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of
low-value assets are recognised as expense on a straight-line basis or another systematic basis over the
lease term.
Lease income from operating leases where the Group is a lessor is recognised in income on a
straightline basis over the lease term. Initial direct costs incurred in obtaining an operating lease are
added to the carrying amount of the underlying asset and recognised as expense over the lease term
on the same basis as lease income. The respective leased assets are included in the balance sheet
based on their nature. The Group did not need to make any adjustments to the accounting for assets
held as lessor as a result of adopting the new leasing standard.
Net realisable value takes into account the price ultimately expected to be realised, less applicable
variable selling expenses and the anticipated costs to completion.
Properties under development and held for sale are classified as current assets unless the
construction period of the relevant property development project is expected to complete beyond
normal operating cycle.
2.16 Trade and other receivables and amounts due from related parties
Trade receivables are amounts due from customers for properties sold and services provided in the
ordinary course of business. If collection of trade and other receivables and amounts due from related
parties is expected in one year or less (or in the normal operating cycle of the business if longer), they are
classified as current assets. If not, they are presented as non-current assets.
Trade and other receivables and amounts due from related parties are recognised initially at fair value
and subsequently measured at amortised cost using the effective interest method, less provision for
impairment.
2.18 Trade and other payables and amounts due to related parties
Trade payables are obligations to pay for construction costs or services that have been acquired in
the ordinary course of business from suppliers. Trade and other payables and amounts due to related
parties are classified as current liabilities if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables and amounts due to related parties are recognised initially at fair value
and subsequently measured at amortised cost using the effective interest method.
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Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the
extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is
deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or
all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and
amortised over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the end of the reporting period.
General and specific borrowing costs directly attributable to the acquisition, construction or production
of qualifying assets, like properties under development, assets under construction and investment
properties under construction, which are assets that necessarily take a substantial period of time to get
ready for their intended use or sale, are added to the cost of those assets, until such time as the assets
are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are expensed in the period in which they are incurred.
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period in the countries where the Group
operates and generates taxable income. Management periodically evaluates positions taken in
tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.
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Deferred income tax is recognised, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
consolidated financial statements. However, the deferred income tax is not accounted for if it
arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using the tax rates that have been enacted or
substantially enacted by the balance sheet date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future
taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax liabilities are provided on taxable temporary differences arising from
investments in subsidiaries, associate and joint ventures, except for deferred income tax
liability where the timing of the reversal of the temporary difference is controlled by the Group
and it is probable that the temporary difference will not reverse in the foreseeable future.
Generally the Group is unable to control the reversal of the temporary difference for its associate,
only where there is an agreement in place that gives the Group the ability to control the
reversal of the temporary difference not recognised.
Deferred income tax assets are recognised on deductible temporary differences arising from
investments in subsidiaries, associates and joint ventures only to the extent that it is probable
the temporary difference will reverse in the future and there is sufficient taxable profit available
against which the temporary difference can be utilised.
(c) Offsetting
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to
offset current tax assets against current tax liabilities and when the deferred income tax assets and
liabilities relate to income taxes levied by the same taxation authority on either the taxable entity
or different taxable entities where there is an intention to settle the balances on a net basis.
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The Group companies incorporated in the PRC contribute based on certain percentage of the
salaries of the employees to a defined contribution retirement benefit plan organised by relevant
government authorities in the PRC on a monthly basis. The government authorities undertake
to assume the retirement benefit obligations payable to all existing and future retired employees
under these plans and the Group has no further obligation for post-retirement benefits beyond the
contributions made.
PRC employees of the Group are entitled to participate in government-sponsored housing funds.
The Group contributes to these funds based on certain percentages of the salaries of these
employees on a monthly basis. The Group’s liability in respect of these funds is limited to the
contribution payable in each period. Contributions to the housing funds are expensed as incurred.
Employee entitlements to annual leave are recognised when they accrue to employees. A provision
is made for the estimated liability for annual leave as a result of services rendered by employees up
to the balance sheet date.
Share options
The fair value of options granted by the Group is recognised as a director and employee benefits
expense with a corresponding increase in equity. The total amount to be expensed is determined by
reference to the fair value of the options granted:
— excluding the impact of any service and non-market performance vesting conditions; and
The total expense is recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of each period, the entity revises its
estimates of the number of options that are expected to vest based on the non-market vesting and
service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss,
with a corresponding adjustment to equity.
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Where there are a number of similar obligations, the likelihood that an outflow will be required in
settlement is determined by considering the class of obligations as a whole. A provision is recognised
even if the likelihood of an outflow with respect to any one item included in the same class of obligations
may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle
the obligation using a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the obligation. The increase in the provision due to passage of time is
recognised as interest expense.
A contingent liability is a possible obligation that arises from past events and whose existence will only
be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the Group. It can also be a present obligation arising from past events that is not
recognised because it is not probable that outflow of economic resources will be required or the amount
of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the financial statements. When
a change in the probability of an outflow occurs so that outflow is probable, it will then be recognised
as a provision.
Revenues are recognised when or as the control of the asset is transferred to the customer .
Depending on the terms of the contract and the laws that apply to the contract, control of the
asset may transfer over time or at a point in time. Control of the asset is transferred over time if the
Group’s performance does not create an asset with an alternative use to the Group and the
Group has an enforceable right to payment for performance completed to date. If control of
the asset transfers over time, revenue is recognised over the period of the contract by reference to
the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is
recognised at a point in time when the customer obtains control of the asset.
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In determining the transaction price, the Group adjusts the promised amount of consideration for
the effect of a financing component if it is significant.
For property development and sales contract for which the control of the property is transferred
at a point in time, revenue is recognised when the customer obtains the physical possession or the
legal title of the completed property and the Group has present right to payment and the collection
of the consideration is probable.
For construction services, the Group’s performance creates or enhances an asset or work in
progress that the customer controls as the asset is created or enhanced, thus the Group
satisfies a performance obligation and recognises revenue over time based on the progress
towards complete satisfaction of construction services, by reference to the Group’s efforts or
inputs to the satisfaction of construction services relative to the total expected efforts or input.
Rental income from investment property is recognised in the consolidated income statement on
a straight-line basis over the term of the lease.
The Group does not expect to have any contracts where the period between the transfer of
the promised goods or services to the customer and payment by the customer exceeds one year.
As a consequence, the Group does not adjust any of the transaction prices for the time value of
money.
Upon entering into a contract with a customer, the Group obtains rights to receive
consideration from the customer and assumes performance obligations to transfer goods or
provide services to the customer. The combination of those rights and performance obligations
gives rise to a net asset or a net liability depending on the relationship between the remaining
rights and the performance obligations. The contract is an asset and recognised as contract assets if
the measure of 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.
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• the amount determined in accordance with the expected credit loss model under HKFRS 9
Financial Instruments; and
• the amount initially recognised less, where appropriate, the cumulative amount of income
recognised in accordance with the principles of HKFRS 15 Revenue from Contracts with Customers.
The fair value of financial guarantees is determined based on the present value of the difference in
cash flows between the contractual payments required under the debt instrument and the payments
that would be required without the guarantee, or the estimated amount that would be payable to a
third party for assuming the obligations.
Where guarantees in relation to loans or other payables of associates and joint ventures are provided for
no compensation, the fair values are accounted for as contributions and recognised as part of the cost
of the investment.
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Basic earnings per share is calculated by dividing the profit attributable to owners of the Company
by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share
to take into account the weighted average number of additional ordinary shares that would have
been outstanding assuming the conversion of all dilutive potential ordinary shares.
The Group operates in the PRC with most transactions being settled in RMB, which is
the functional currency of the Group companies, except for certain transactions which are
settled in foreign currencies. As at 31 December 2022, major non-RMB assets and liabilities
are cash and bank balances, senior notes and bank borrowings denominated in United State
Dollars (“US$”) or Hong Kong Dollars (“HK$”). Fluctuation of the exchange rates of RMB
against foreign currency could affect the Group’s results of operations. As at 31 December
2022, the Group has not entered into any forward exchange contract to hedge its exposure to
foreign exchange risk.
The following table shows the sensitivity analysis in RMB against relevant foreign
currencies. The sensitivity analysis includes only foreign currency denominated monetary
items and adjusts their translation at the year-end for a 5% change in foreign currency
rates. If there is a 5% appreciation/depreciation in RMB against the relevant currencies,
respectively, the effect of increase/(decrease) on the profit for the year is:
202 20
2 21
RMB’0
RMB’0 00
00
The Group’s interest rate risk arises from long-term borrowings. Borrowings obtained at
variable rates expose the Group to cash flow interest rate risk which is partially offset by
cash held at variable rates. Borrowings obtained at fixed rates expose the Group to fair
value interest rate risk. The Group closely monitors the trend of interest rate and its impact on
the Group’s interest rate risk exposure. The Group currently has not used any interest rate
swap arrangements but will consider hedging interest rate risk should the need arise.
As at 31 December 2022, if interest rates on borrowings at floating rates had been 100
basis points higher or lower with all other variables held constant, interest charges for the
year ended 31 December 2022 would increase/decrease RMB162,978,000 (2021:
RMB144,053,000), most of which would have been capitalised in qualified assets.
The Group is exposed to credit risk in the event of the counterparties’failure to perform their
obligation in relation to its contract assets, amounts due from related parties, trade and other
receivables and cash deposits with banks and financial guarantee contracts. The Group’s
maximum exposure to credit risk in relation to financial assets is the carrying amounts of cash
and bank balances, trade and other receivables, amounts due from related parties and contract
assets shown in the consolidated balance sheet, and the maximum outstanding amount of financial
guarantee provided by the Group as disclosed in Note 31.
The Group considers the probability of default upon initial recognition of asset and whether
there has been a significant increase in credit risk on an ongoing basis throughout each
reporting period. To assess whether there is a significant increase in credit risk the Group
compares the risk of a default occurring on the asset as at the reporting date with the risk of
default as at the date of initial recognition. It considers available reasonable and supportive
forwarding-looking information. Especially the following indicators are incorporated:
• actual or expected significant changes in the financial situation of individual property owner
or the debtor
• significant changes in the expected performance and behaviour of the debtor, including
changes in the payment status and operating results of debtor and individual property owner
Financial assets are written off when there is no reasonable expectation of recovery, such as a
debtor failing to engage in a repayment plan with the Company.
As at 31 December 2022, substantially all the Group’s bank deposits included in cash
and bank balances were deposited with major financial institutions incorporated in the PRC,
which management believes are of high credit quality without significant credit risk. The
Group’s bank deposits as at 31 December 2022 were as follows:
As at 31 December
202 20
2 21
RMB’0
RMB’0 00
00
Big four commercial banks of the PRC (Note (i)) 4,209,09 5,654,0
4 76
9,543,93 22,055,4
6 46
Note (i): Big four commercial banks include Industrial and Commercial Bank of China, China Construction Bank, Agricultural
The Group applies the HKFRS 9 simplified approach to measuring expected credit losses
which uses a lifetime expected loss allowance for all trade receivables and contract assets. To
measure the expected credit losses, trade receivables and contract assets have been grouped
based on shared credit risk characteristics and the days of initial recognition.
Meanwhile, the Group has the right to cancel the contracts once repayment from the
customers is in default; it also has monitoring procedures to ensure that follow-up actions
are taken to recover overdue balances. The Group has no significant concentrations of
credit risk, with exposure spread over a number of counterparties and customers.
The Group has arranged bank financing for certain purchasers of the Group’s property
units and provided guarantees to secure obligations of such purchasers for repayments.
Detailed disclosure of such guarantees is made in Note 31. If a purchaser defaults on the
payment of its mortgage loan during the guarantee period, the bank holding the guarantee
may demand the Group to repay the outstanding principal of the loan and any interest
accrued thereon. Under such circumstances, the Group is able to forfeit the customer’s
deposit and resell the property to recover any amounts paid by the Group to the bank. In this
regard, the directors of the Company consider that the Group’s credit risk is significantly
reduced and immaterial.
Other financial assets at amortised cost include other receivables and amounts due from
related parties. The Group uses the expected credit loss model to determine the expected loss
provision for other receivables and amounts due from related parties. The Group has assessed
that there is no significant increase of credit risk for other receivables since initial recognition.
Thus the Group used the 12 months expected credit losses model to assess credit loss of
other receivables and amounts due from related parties.
For other receivables and amounts due from related parties, the Group assessed the credit
quality of the counter parties by taking into account their financial position, credit history
and other factors. The other receivables are mainly amounts due from minority interests,
deposits for acquisition of the land use rights and property development projects.
Management considered these receivables to be low credit risk as they have a low risk of
default and the counterparty has a strong capacity to meet its contractual cash flow
obligations in the near term. Besides, management also regularly reviews the recoverability
of these receivables and follow up the disputes or amounts overdue, if any. Therefore, the
Group considered them to have low credit risk, and thus the loss allowance is immaterial.
The Group has policies in place to ensure that sales are made to purchasers with an
appropriate financial strength and appropriate percentage of down payments. The Group
has arranged bank financing for certain purchasers of the Group’s property units and
provided guarantees to secure obligations of such purchasers for repayments. Detailed
disclosure of such guarantees is included in Note 31. If a purchaser defaults on the
payment of its mortgage loan during the guarantee period, the bank holding the
guarantee may demand the Group to repay the outstanding principal of the loan and any
interest accrued thereon. Under such circumstances, the Group is entitled to take over the
legal title and possession of the related parties so that the Group can resell the property to
recover any amounts paid by the Group to the bank. In this regard, the directors of the
Company consider that the Group’s credit risk is significantly reduced.
The Group also provides guarantees to certain related parties of the Group to obtain
borrowings after assessing the credit history of these related parties. The Group closely
monitors the repayment progress of the relevant borrowings by these related parties. In
the opinion of the directors of the Company, the related party transactions were carried out
in the normal course of business and at terms mutually negotiated between the Group and
the respective related parties. The directors of the Company consider that the fair value of
these financial guarantee contracts for related parties at the date of inception was minimal, the
risk of default in payments is remote, and therefore no provision has been made in the
consolidated financial statements.
Management of the Group aims to maintain sufficient cash and bank balances or have
available funding through proceeds from pre-sale of properties and an adequate amount of
available financing including short-term and long-term borrowings and obtaining additional
funding from shareholders. Due to the dynamic nature of the underlying businesses, the Group
maintains flexibility in funding by maintaining adequate amount of cash and bank balances and
through having available sources of financing.
In addition, as disclosed in Note 31 to the consolidated financial statements, the Group might
be required to make payments in respect of the financial guarantee contracts entered into by the
Group. The maximum liabilities guaranteed by the Group were principal amounts together with
the accrued interests and other charges.
The table below sets out the Group’s financial liabilities by relevant maturity grouping at each
balance sheet date. The amounts disclosed in the table are the contractual undiscounted cash
flows.
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Betwe Betwe
en en
Less Ov
1 2 er
tha
an an To
n 5
d d tal
1 year
2 5 s RMB’
ye 000
ye ye RMB’
ar
ar ar 000
RMB’ s s
000
RMB’ RMB’
000 000
As at 31 December 2022
Non-derivatives
Borrowings
24,911,8 15,605,6 7,317,2 — 47,834,8
Trade and other payables, 86 73 91 50
excluding accrual for staff
costs and other taxes
payable
Lease liabilities
—
7,525,9 6,185,6 — 13,711,5
Amounts due to related parties 54 06 — 60
Financial guarantee contacts (Note 1,2
31) 14,7 2,5 91 — 18,5
04 95 90
— —
7,075,5 — 7,075,5
44 299,8 44
2,170,1 00
22,409,6 78 24,879,6
00 38
Non-derivatives
Borrowings
Lease liabilities
Amounts due to related parties 20,898,7 — 20,898,7
24 — — 24
9
Financial guarantee contacts (Note 31) 14,8 12,5 2,7 3 31,0
54 68 05 4 61
9,087,5 — — — 9,087,5
30 30
1,913,3 1,992,6 —
25,050,4 29 74 28,956,4
17 20
Note: Interests on borrowings were calculated on borrowings held as at 31 December 2022 (2021: same). Floating-rate interests
were estimated using the current interest rate as at 31 December 2022 (2021: same).
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to the owners, issue new shares or sell assets to reduce debts.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net
borrowings divided by total equity as shown in the consolidated balance sheet. Net borrowings are
calculated as total borrowings (including current and non-current borrowings as shown in the
consolidated balance sheet) less cash and bank balances.
As at 31 December
202 20
2 21
RMB’0
RMB’0 00
00
The Group’s financial assets include cash and bank balances, trade and other
receivables, amounts due from related parties and FVPL. The Group’s financial liabilities
include trade and other payables, amounts due to related parties, and borrowings. The fair
value for financial assets and liabilities with maturities of less than one year are assumed to
approximate their carrying amounts due to their short term maturities.
Level 1: The fair value of financial instruments traded in active markets (such as publicly
Level 2: The fair value of financial instruments that are not traded in an active market is
Level 3: If one or more of the significant inputs is not based on observable market data, the
instrument is included in level 3. This is the case for unlisted equity securities.
• The use of quoted market prices or dealer quotes for similar instruments.
• The fair value of foreign currency forwards is determined using forward exchange rates
at the balance sheet date.
• The fair value of the remaining financial instruments is determined using discounted
cash flow analysis.
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The following table presents the Group’s FVPL were measured at fair value at 31 December
2022.
Financial assets at fair value through profit or loss 18 70,096 843,783 913,879
The following table presents the Group’s FVPL were measured at fair value at 31
December
2021.
Leve Leve To
l2 l3 tal
Recurring fair value measurements Note
RMB’ RMB’ RMB’
000 000 000
Financial assets
Financial assets at fair value through profit or loss 18 229,479 909,043
1,138,522
The following table presents the changes in level 3 items for the periods ended 31
December 2022 and 2021.
2022 2021
RMB’000 RMB’000
(iii) Fair value measurements using significant unobservable inputs (level 3) (continued)
The FVPL were measured at fair value, which was grouped into level 3 fair value
measurements, subsequent to initial recognition. Techniques, such as discounted cash flow
analysis, were used to determine fair value for the financial assets.
The Group’s policy was to recognise transfers into and transfers out of fair value
hierarchy levels as at the end of the reporting period. There were no transfers among levels 1,
2 and 3 for recurring fair value measurements.
The non-financial assets of the Group are mainly investment properties measured at fair value.
This note explains the judgements and estimates made in determining the fair values of the
non- financial assets that are recognised and measured at fair value in the consolidated
financial statements. To provide an indication about the reliability of the inputs used in
determining fair value, the Group has classified its non-financial assets into the three levels
prescribed under the accounting standards. An explanation of each level is provided in Note
3.3(a).
The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels
as at the end of the reporting period.
There were no transfers among levels 1, 2 and 3 for recurring fair value measurements
during the year.
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The directors determine a property’s value within a range of reasonable fair value
estimates. Fair values of the Group’s completed investment properties are derived using
the income capitalisation approach. This valuation method takes into account the net
rental income of a property derived from its existing leases and/or achievable in the
existing market with due allowance for the reversionary income potential of the leases, which
have been then capitalised to determine the fair value at an appropriate capitalisation rate.
Fair values of the Group’s investment properties under development are derived using
the direct comparison approach and residual approach. The direct comparison approach
involves the analysis of recent market sales evidence of similar properties to compare with
the premises under valuation. Each comparable is analysed on the basis of its unit rate; each
attribute of the comparable is then compared with the subject and where there is a
difference, the unit rate is adjusted in order to arrive at the appropriate unit rate for the
subject. The residual approach takes into account the residual value on the completed gross
development value (“GDV”) after deduction of the outstanding construction costs and
expenses as well as profit element. It first assesses the GDV or estimated value of the
proposed developments as if completed at the date of valuation. Estimated cost of the
development includes construction costs, marketing, professional fees, finance charges, and
associated costs, plus an allowance for the developer’s risk and profit. The development
costs are deducted from the GDV. The resultant figure is the residual value of the subject
property.
All resulting fair value estimates for investment properties are included in level 3.
Detailed disclosures of the changes in level 3 items for the years ended 31 December 2022
and 31 December 2021 for recurring fair value measurements are disclosed in Note 17.
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The following table summarises the quantitative information about the significant
unobservable inputs used in recurring level 3 fair value measurements . See (ii) above for
the valuation techniques adopted.
Under development
[…] 1,590,100 [….] 362-6,288
Market
prices2 (RMB/square
meter)
Market
[….] [27-544]
rents2 (RMB/square
meter/month)
Anticipated
developer’s
profit [5%-20%]
margins3 [….]
Total
[…..] 12,320,100
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— 1 The higher the capitalisation rate, the lower the fair value;
— 2 The higher the market rents and market prices, the higher the fair value;
— 3 The higher the anticipated developer’s profit margins, the lower the fair value.
The Group’s finance department includes a team that reviews the valuations performed by
the independent valuer for financial reporting purposes. This team reports directly to the
executive directors . Discussion of valuation processes and results are held amongst the
executive directors, the valuation team and valuer at least once every six months, in line with
the Group’s interim and annual reporting process.
As part of this discussion, the team presents a report that explains the reasons for the fair
value movements.
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Estimates and judgements are continually evaluated. They are based on historical experience and other
factors, including expectations of future events that may have a financial impact on the entity and that are
believed to be reasonable under the circumstances.
Subsidiaries are consolidated, which means each of their assets, liabilities and transactions are
included line-by-line in the Group’s consolidated financial statements, whereas the interests in joint
ventures and associates are equity accounted for as investments on the consolidated balance sheet.
Deferred income tax assets relating to certain temporary differences and tax losses are
recognised when management considers to be probable that future taxable profit will be available
against which the temporary differences or tax losses can be utilised. The outcome of their actual
utilisation may be different.
Deferred income tax liabilities are provided to the taxable temporary differences arising from the
Group’s investments in subsidiaries, joint ventures and associates unless the Group can control the
timing of the reversal of the temporary differences and it is probable that the temporary differences will
not reverse in the foreseeable future. Provisions for deferred land appreciation tax liabilities relating to the
taxable temporary difference of investment properties are provided unless management determines that
the expected manner of recovery of the properties is through rental income from the lease of the
properties only. All these involve management’s judgements and estimations and the actual outcome may
be different.
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5 Segment information
The executive directors have been identified as the CODM. Management has determined the operating
segments based on the reports reviewed by the executive directors, which are used to allocate resources
and assess performance.
The Group is principally engaged in the property development in the PRC. Management reviews the
operating results of the business as one segment to make decisions about resources to be allocated.
Therefore, the executive directors regard that there is only one segment which is used to make strategic
decisions. Revenue and profit after income tax are the measures reported to the executive directors for the
purpose of resources allocation and performance assessment.
The major operating entities of the Group are domiciled in the PRC. All of the Group’s revenue are derived in
the PRC for the year ended 31 December 2022 (2021: same).
(a) As at 31 December 2022, except for parts of term deposits and financial assets at fair value through profit or
loss, other assets of the Group were located in the PRC (2021: same).
(b) There was no revenue derived from a single external customer accounting for 10% or more of the Group’s
revenue for the year ended 31 December 2022 (2021: same).
6 Revenue
202 20
2 21
RMB’0
RMB’0 00
00
29,883,569 33,119,712
Revenue from other source:
— Rental income
175,723 164,302
30,059,292 33,284,014
7 Expenses by nature
Year ended 31 December
202 20
2 21
RMB’0
RMB’0 00
00
Auditors’ remuneration
4,500 14,438
— Annual audit and interim review —
—
— Non-audit services 788,322 (4,600)
Net impairment losses/(gains) on financial assets 45,182 172,338
Others
Total
38,948,431 32,139,212
Discretionary bonuses — —
751,334 1,011,7
31
Employees in the Group’s PRC subsidiaries are required to participate in a defined contribution
retirement scheme administrated and operated by the local municipal government. The Group’s PRC
subsidiaries contribute funds which are calculated on certain percentage of the prior year employee salary as
agreed by local municipal government to the scheme to fund the retirement benefits of the employees.
20 20
22 21
RMB’0
RMB’0 00
00
Pension costs 2
0
23
13,803 13,5
92
Salar
ies
Discretion Pens
and
ary ion
Name of directors Fe other T
bonu
es otal
ses costs
benefit RMB’
RMB’0 RMB’ RMB’
s 000
00 000 000
RMB’0
00
Executive directors:
— Mr. Ou — 2,3 — 4 2,3
32 36
— Mr. Yu Lijuan — — 4
3,0 3,0
— Ms. Zeng Feiyan — 24 — 4 28
— Mr. Qu Wenzhou
(resigned on 22 July 2022) — —
— Mr. Ren Yunan 1 — —
0
— Mr. Ruan Weifeng 0
— —
1 — —
6 — 1
8 — — 0
0
2
6
8 —
2 — 1
6 6
— 8
8
2
6
8
2
6
8
Salari
es
Executive directors:
— Mr. Ou 2,3 — 4 2,3
32 36
— Mr. Yu Lijuan — — 4
3,0 3,0
— Ms. Zeng Feiyan — 24 — 4 28
— —
— —
— — — 1
0
— — 0
— —
—
— 1
6
— 8
2
6
8
2
6
8
During the year ended 31 December 2022, two (2021: one) of the directors of the Company,
including Ms. Chen Shucui and Mr. Li Shupei were not entitled to any emoluments. None of the
directors of the Company have waived their emolument or agreed to waive their emoluments.
During the year ended 31 December 2022, no retirement benefits, payments or benefits in respect
of termination of directors’ services were paid or made, directly or indirectly, to the directors,
nor are any payable (2021: same). No consideration was provided to or receivable by third parties
for making available directors’services (2021: same).
Other than those disclosed in Note 35(e), there were no significant transactions, arrangements and
contracts in relation to the Group’s business to which the Company was a party and in which a director
of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year
or at any time during the year (2021: same).
20 20
22 21
RMB’0
RMB’0 00
00
N/A 2,1
86
The emoluments payable to the remaining one (2022: none) individual for the year ended 31 December
2021 falls within the following band:
20 20
22 21
20 20
22 21
RMB’0
RMB’0 00
00
Other income:
164,249 450,2
84
(1,151,352) 707,3
08
(i) Government grants consisted mainly of financial subsidies granted by the local governments. There are no unfulfilled conditions or
other conditions attached to the government grant recognised during the year ended 31 December 2022 (2021: same).
(ii) Amount mainly represents the net losses on translation of foreign currency financial assets and liabilities from foreign currency into RMB at
the prevailing year-end exchange rate. It does not include the exchange gain or loss of translation of borrowings which are included in
the “finance (costs)/income – net”(Note 10).
20 20
22 21
RMB’0
RMB’0 00
00
Finance income
278,389 736,4
92
Finance costs
(2,089,479) (636,2
74)
(i) The capitalisation rate used to determine the amount of borrowing costs to be capitalised, which is the weighted average interest
rate applicable to the Group’s borrowings for the year ended 31 December 2022, was 6.67% (2021: 6.73%).
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11 Subsidiaries
(a) The Group’s principal subsidiaries
The Group’s principal subsidiaries at 31 December 2022 are set out below. The proportion of
ownership interests held equals the voting rights held by the Group. The country of incorporation or
registration is also their principal place of business.
Owne
Authorised/ Ownership rship
interest held interest
Place of registered/paid up
by the Group held
Type operation/ % by
capital and debt
Name of companies of Principal non-
legal establishment securities
Indirectly held by the controlli
status activities ng
Company:
interest
融信(福建)投資集團有限公司 Rongxin (Fujian) Investment Limited PRC Property Registered and paid up 100 —
Group Co., Ltd. liability develop capital of
comp ment RMB4,025,000,000
any
福州融信雙杭投資發展有限公 Fuzhou Rongxin Shuanghang Limited PRC Property Registered capital of 100 —
司 Investment Development liability develop RMB200,000,000 and
Co., Ltd comp ment paid up capital of
any RMB100,000,000
福建世歐投資發展有限公司 Fujian Shiou Investment Limited PRC Investment Registered and paid up 100 —
Development Co., Ltd liability holdings capital of
comp RMB500,000,000
any
杭州融信愷昇房地產開發有限 Hangzhou Rongxin Limited PRC Property Registered and paid up 100 —
公司 Kaisheng Real Estate liability develop capital of
Development Co., Ltd comp ment RMB1,000,000,000
any
上海愷冠臻房地產開發有限公 Shanghai Kaiguanzhen Real Limited PRC Property Registered and paid up 50 50
司 liability develop capital of
comp ment RMB5,500,000,000
Estate Development Co., Ltd any
上海愷珩房地產開發有限公司 Shanghai Kaiheng Real Limited PRC Property Registered and paid up 50 50
liability develop capital of
comp ment RMB1,000,000,000
Estate Development Co., Ltd any
昆山融信愷庭房地產開發有限 Kunshan Rongxin Kaiting Real Limited PRC Property Registered and paid up 50 50
公司 liability develop capital of
comp ment RMB1,000,000,000
Estate Development Co., Ltd any
浙江德盛置業有限公司 Zhejiang Desheng Property Co., Limited PRC Property Registered and paid up 74
Ltd liability develop capital of 26Note (i)
comp ment RMB50,000,000
any
杭州金昇房地產開發有限公司 Hangzhou Jinsheng Real Limited PRC Property Registered and paid up 75
liability develop capital of 25Note (i)
comp ment RMB700,000,000
Estate Development Co., Ltd any
鄭州融信朗悅置業有限公司 Zhengzhou Rongxin Langyue Limited PRC Property Registered and paid up 49
Property Co., Ltd liability develop capital of 51Note (i)
comp ment RMB910,000,000
any
上海興美置業有限公司 Shanghai Xingmei Property Co., Limited PRC Property Registered and paid up 66
Ltd liability develop capital of 34Note (i)
comp ment RMB2,600,000,000
any
廣州市融佳企業管理有限公司 Guangzhou Rongjia Enterprise Limited PRC Property Registered and paid up 51 49
liability develop capital of
comp ment RMB100,000,000
Management Co., Ltd any
安徽海亮房地產有限公司 Anhui Hailiang Real Estate Co., Limited PRC Property Registered capital of 55 45
Ltd liability develop RMB3,150,000,000 and
comp ment paid up capital of
any RMB2,162,500,000
*
The English names of PRC companies above represent management’s best effort in translating their Chinese names as no
English names have been registered or available.
11 Subsidiaries (continued)
(a) The Group’s principal subsidiaries (continued)
(i) In accordance with the cooperation agreements with co-developers and articles of
associations of these companies, the Group has controlling power in the shareholders’
meetings and board of directors’ meetings in decision on the relevant operational activities.
Accordingly, the Group has exposure or rights to variable returns from its involvement with these
companies, and has the ability to affect those returns through its majority voting position and the
existing rights to direct the relevant activities. Accordingly, these companies are accounted for as
subsidiaries of the Group.
(ii) The conversion of RMB denominated balances of cash and bank balances into foreign currencies
and the remittance of such foreign currencies out of the PRC are subject to relevant rules
and regulations of foreign exchange control promulgated by the PRC government. These
regulations provide for restrictions on exporting capital from the PRC, other than through normal
dividends. As at 31 December 2022, the carrying amount of the cash and bank balances included in
the consolidated financial statements to which these restrictions applied was denominated in
RMB(2021: same).
Certain equity interests in the subsidiaries of the Company were pledged for financing
arrangements of the Group as at 31 December 2022 and 2021 (Note 33).
The above table lists the principal subsidiaries of the Group which, in the opinion of the directors,
principally affect the results and net assets of the Group. To give full details of subsidiaries would, in the
opinion of the directors, result in particulars of excessive length.
controlling interests
Set out below are the combined summarised financial information for the Anhui Hailiang Real Estate Co,
Ltd and its subsidiaries (the “Hailiang Group”) that has non-controlling interests that are material to the
Group. Hailiang Group was acquired from a third party on 31 July 2017. The amounts disclosed for the
Hailiang Group are before inter-company eliminations.
As at 3 1 December
20 2
22 021
RMB’
RMB’0 000
00
11 Subsidiaries (continued)
( b) Summarised financial information on subsidiaries with material non-
controlling interests (continued)
Summarised income statement and statement of comprehensive income for the years
ended 31 December 2022 and 2021
Year Year
ended 31 ended 31
December
December
20
2022 21
RMB’0 RMB’0
00 00
Summarised statement of cash flows for the years ended December 2022 and
31 2021
31 December 31 December
2022 20
21
RMB’0 RMB’0
00 00
As at 31 December
202 20
5,453,874 11,855,096
( ii) The amounts recognised in the consolidated income statement are as follows:
As at 31 December
202 20
2 21
RMB’0
RMB’0 00
00
(iii) During the year ended 31 December 2021, the Group made equity investments with total consideration
of RMB1,469,190,000 (2022: nil) in certain real estate project companies where the Group
has significant influence or jointly controls. The Group accounted for these equity investments
using the equity method.
Plac %
e of of
Measurement Princ
incorpora owner
ipal
Name of entity method
Joint ventures
慈溪市金桂置業有限公司 Cixi Jingui Property Co., Ltd. PRC 21% Equit Pro
y perty
develop
ment
Plac %
e of of
Measurement Princ
incorpora owner
ipal
Name of entity method
Associates
杭州銘昱房地產開發有限公 Hangzhou Mingyu Real PRC 49% Equity Property
司 Estate Development
Co., Ltd. development
鎮江億騰房地產開發有限公 development
Zhenjiang Yiteng Real PRC 18% Equity
司
Estate Development Property
Co., Ltd.
development
杭州錦虹房地產開發有限公 Hanzhou Jinhong Real PRC 25% Equity Property
司 Estate Development
Co., Ltd. development
The English names of PRC companies above represent management’s best effort in translating their Chinese names as no English
names have been registered or available.
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2022 20
21
RMB’000
RMB’0
00
674,109 859,5
76
Deferred income tax:
The income tax on the Group’s (loss)/profit before income tax differs from the theoretical amount that
would arise using the tax rate applicable to profit/loss of the consolidated entities as follows:
20 20
22 21
RMB’0
RMB’0 00
00
(12,426,341) 2,370,3
60
Tax calculated at applicable corporate income tax rates (3,176,519) 541,5
22
Effect of tax losses not recognised as deferred tax assets 3,512,389 66,6
65
527,832 745,8
68
Deferred tax liabilities of RMB797,274,700 (2021: RMB1,920,758,300) have not been recognised for the
withholding tax that would be payable on the unremitted earnings of certain subsidiaries amounting to
RMB7,972,747,000 as at 31 December 2022 (31 December 2021: RMB19,207,583,000). The Group does not
have a plan to distribute these earnings out of the PRC in the foreseeable future.
The corporate income tax rate applicable to the group entities located in Mainland China is 25% according to
the Corporate Income Tax Law of the PRC (the“CIT Law”) effective on 1 January 2008.
PRC LAT
Pursuant to the requirements of the Provisional Regulations of the PRC on LAT effective on 1 January 1994,
and the Detailed Implementation Rules on the Provisional Regulations of the PRC on LAT effective on 27
January 1995, all income from the sale or transfer of state-owned land use rights, buildings and their
attached facilities in the PRC is subject to LAT at progressive rates ranging from 30% to 60% of the
appreciation value, with an exemption provided for sales of ordinary residential properties if their appreciation
values do not exceed 20% of the sum of the total deductible items.
The Group has made provision of LAT for sales of properties according to the aforementioned progressive rates.
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China\17b E_Notes.indd)
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190
Ronshine China Holdings Limited 2022 Annual Report
20 20
22 21
The Company repurchased and cancelled 1,830,000 of its own ordinary shares of the Company during the
year ended 31 December 2021 (2022: nil).
Lease
hold
improveme
nts and
Of Mot furniture,
fice or fitting
Buildin and To
gs equipm vehicl tal
ent equipment
es
RMB’ RMB’
000 RMB’ RMB’ 000
RMB’ 000
000 000
As at 1 January 2021
Cost 1,656,330 53,277 60,364 129,516 1,899,
487
Accumulated depreciation (277,883) (42,861) (45,224) (108,580) (474,
548)
At 31 December 2021
Cost 1,370,072 52,957 50,147 129,623 1,602,
799
Accumulated depreciation (206,973) (49,786) (37,392) (119,429)
(413,
580)
At 31 December 2022
Cost 1,380,044 52,461 48,963 144, 1,626,
Accumulated depreciation 987 455
(284,826) (51,125) (40,030)
(143, (519,
693) 674)
16 Leases
(i) Amounts recognised in the balance sheet:
31 Decem 31
b D
e
er c
2 e
0 m
2 b
e
2 r
2
0
2
1
RMB’0 RMB’0
00 00
Right-of-use assets
406,30 436,9
4 49
Lease liabilities
19,96 33,8
6 18
Additions to the right-of- use assets during the 2022 financial year were RMB7,463,000 (2021:
RMB29,505,000).
(a) As at 31 December 2022 and 2021, certain land use rights of the Group are pledged as security for the
borrowings of the Group (Note 33).
16 Leases (continued)
(ii) Amounts recognised in the statement of profit or loss
31 December 31
December
202 20
2 21
RMB’0 RMB’0
00 00
36,38 36,7
8 39
25,99 63,5
4 38
(iii) The Group’s leasing activities and how these are accounted for
The Group mainly leases various offices. Rental contracts are typically made for fixed periods of 2 to 4
years, but may have extension options as described below.
Lease terms are negotiated on an individual basis and contain a wide range of different terms
and conditions. The lease agreements do not impose any covenants other than the security interests
in the leased assets that are held by the lessor.
17 Investment properties
20 2
22 021
RMB’
RMB’
000
000
(a) As at 31 December 2022, the Group had no contractual obligations for repairs, maintenance or
enhancements (2021: same).
(b) As at 31 December 2022 and 2021, certain investment properties of the Group are pledged as security for
the borrowings of the Group (Note 33).
(c) The capitalisation rate of borrowing costs to be capitalised is the weighted average interest rate
applicable to the Group’s borrowings during the year ended 31 December 2022, which is 6.67% (2021:
6.73%).
(d) The investment properties are leased to tenants under operating leases with rentals payable monthly.
Lease payments for some contracts include no variable lease payments that depend on a rate. Although
the Group is exposed to changes in the residual value at the end of the current leases, the Group
typically enters into new operating leases and therefore will not immediately realise any reduction in
residual value at the end of these leases. Expectations about the future residual values are reflected in the
fair value of the properties.
(e) The future aggregate minimum rental receivables under non-cancellable operating lease are as follows:
As at 3 1 December
20 2
22 021
RMB’
RMB’0
000
00
— Later than one year and not later than five years 484,45 447,5
7 75
1,379,14 1,340,7
2 52
2022 2021
RMB’000
RMB’000
Non-current assets
— Unlisted equity securities
488,005 689,668
Current assets
— Trusts and wealth management products
425,874 448,8
54
913,879 1,138,5
22
The investments represented mainly unlisted equity investments in various real estate entities which
the Group holds less than 20% equity interest and various funds, trusts and wealth management products.
These investments were not traded in active markets. The fair value of investment funds and trusts were
determined in accordance with observable market data, which were categorised within level 2 of the fair
value hierarchy. The fair value of the equity of unlisted real estate entities and wealth management products
were determined based on unobservable market data, which were categorised within level 3 of the fair value
hierarchy. Fair value losses on financial assets at FVPL recognised in“other gains or losses”was
RMB14,616,000 for the year ended 31 December 2022 (2021: fair value gains on financial assets at FVPL of
RMB25,970,000) (Note 9).
As at 3 1 December
20 2
22 021
RMB’
RMB’0 000
00
Financial assets:
Financial liabilities:
63,190,77 86,764,1
2 75
The Group’s exposure to various risks associated with the financial instruments is discussed in Note 3.
The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each
class of financial assets mentioned above.
As at 31 December
202 20
2 21
RMB’0
RMB’0 00
00
The normal operating cycle of the Group’s property development generally ranges from one to three years.
Land use
rights
The capitalisation rate of borrowing costs to be capitalised is the weighted average interest rate
applicable to the Group’s borrowings during the year ended 31 December 2022, which is 6.67% per annum
(2021: 6.73% per annum).
Write-downs of the properties under development and completed properties held for sale to net
realisable value amounted to RMB7,239,244,000 (2021: RMB225,109,000), which were recognised as
costs of sales during the year ended 31 December 2022.
As at 31 December
202 20
2 21
RMB’0
RMB’0 00
00
9,543,93 22,055,4
6 46
(a) The weighted average effective interest rate of the Group’s term deposits as at 31 December 2022 was 2.02%
per annum (31 December 2021: 3.26% per annum). The carrying amounts of the Group’s term
deposits approximate their fair values, as the impact of discounting is not significant.
In accordance with relevant documents issued by local State-Owned Land and Resource Bureau,
certain property development companies of the Group were required to place certain amount of
properties presale proceeds at designated bank accounts as guarantee deposits for constructions of
related properties. The deposits can only be used for purchases of construction materials and
payments of construction fee of the relevant property projects when approval from the PRC local
State-Owned Land and Resource Bureau is obtained. The remaining balances of the deposits will be
released after completion of related pre-sold properties or issuance of the real estate ownership
certificate of the properties, whichever is the earlier.
20 20
22 21
RMB’0
RMB’0 00
00
1,321,926 1,227,2
44
(b) The amount of unsatisfied performance obligation is approximately the same as the balance of
As at 31 December
202 20
2 21
RMB’0
RMB’0 00
00
Other receivables:
20,975,14 20,379,7
3 16
Prepayments:
— Prepaid value added tax, business taxes and other taxes 5,051,47 4,440,4
1 30
6,445,227 11,472,296
Current portion of trade and other receivables and prepayments 27,465,765 32,650,953
As at 31 December
2022 2021
RMB’000 RMB’000
45,395 798,941
These trade receivables relate to a number of independent customers for whom there is no
significant financial difficulty. Management does not expect any credit loss for these trade receivables.
(b) As at 31 December 2022, the Group’s trade and other receivables were mainly denominated in RMB (2021:
same). As at 31 December 2022, the Group’s maximum exposure to credit risk was the carrying value
of each class of receivables mentioned above (2021: same).
Equival
ent
Nomi
nom
nal
Numbe inal
valu
r of valu
e of Sh
ordin e of
ordin are
ary ordin Tot
ary premi al
shar ary
shar um
es shar RMB’
es 000
es RMB’
H 000
K RMB’
$ 000
Buy-back and cancellation of shares (Note (b)) (1,830,000) (18) (8,341) (8,3
— 41)
(a) The authorised share capital of the Company as at 31 December 2022 was HK$380,000 (2021: same) divided
into 38,000,000,000 shares (2021: same).
(b) The Company acquired 1,830,000 of its own shares through purchases from the stock market during the
year ended 31 December 2021 for cash totalling HK$9,968,000 (equivalent to RMB8,341,000) and which
was deducted from the share premium account. The shares were cancelled after the repurchase.
25 Other reserves
(a) Capital reserves
Capital reserves mainly represented accumulated capital contribution from the then shareholders of
the Group companies.
On 5 January 2017, approximately 62,469,000 Options (the“2017 Options”) were granted to Eligibles with
an exercise price of HK$5.96 per share. The expiry date of the Options will be 4 January 2022.
On 30 April 2019, approximately 26,571,973 share options (the“2019 Options”) were granted to Eligibles
with an exercise price of HK$10.80 per share. The expiry date of the 2019 Options will be 4 January 2022.
There were two types of vesting schedule for above share options, which are: i) 30% of the options will
be vested after 12 months of the grant date; 30% of the options will be vested after 24 months of the
grant date and the remaining 40% will be vested after 36 months of the grant date, ii) options will be
vested after 8 months of the grant date. Particulars of Options are as follows:
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Ronshine China Holdings Limited 2022 Annual Report
Average
Number
exercise
of Options
price in HK$
Per share
under option
As at 1 January 2021
8.23 42,670,000
Lapsed during the year
7.24 (6,231,000)
At 31 December 2022
— —
The fair values of Options were determined by reference to valuation prepared by an independent valuer.
The significant inputs in the model were as follows:
26 Borrowings
As at 31 December
202 20
2 21
RMB’0
RMB’0 00
00
22,618,55 34,044,2
6 22
19,785,11 22,733,6
2 99
(a) The senior notes are guaranteed and secured by equity interests of certain non-PRC subsidiaries.
(b) The ABS was pledged by the right of receipt of proceeds arising from the Group’s sales of certain properties
or rental income.
(c) The carrying amounts of financial and non-financial assets pledged as security for current and non-
current borrowings are disclosed in Note 33.
26 Borrowings (continued)
(d) At 31 December, the Group’s borrowings were repayable as follows:
As at 31 December
2023 2022
Total
[..] 42,403,668
As at 31 December
2023 2022
Senior notes
[..] 8.11%
Asset backed securities [..] 5.20%
Corporate bonds [..] 6.41%
Borrowings from financial institutions [..] 6.12%
As at 31 December
2023 2022
RMB’000 RMB’000
[..] 42,403,668
(g) The fair value of senior notes as at 31 December 2022 was RMB1,195,882,000 (2021: RMB8,312,116,000),
which was quoted in Singapore Exchange Ltd. and within level 1 of the fair value hierarchy. The
carrying amounts of borrowings other than senior notes approximate their fair values as at 31 December
2022 (2021: same) as either the impact of discounting were not significant or the borrowings carry
floating rates of interests.
Details of the Group’s exposure to risks arising from current and non-current borrowings are set out in Note
3.1.
20 20
22 21
RMB’0
RMB’0 00
00
698,415 679,5
27
(1,286,684) (1,813,1
46)
(588,269) (1,133,6
19)
The net movement on the deferred tax accounts before set-off is as follows:
20 20
22 21
RMB’0
RMB’0 00
00
Deferred
tax
liabilities
–
excess
of
carryin
g
28 Dividend
The directors of the Company do not recommend payment of any final dividend for the year ended 31
December 2022 (2021: nil).
As at 31 December
202 20
2 21
RMB’0
RMB’0 00
00
Other payables:
21,713,79 29,594,1
6 52
As at 31 December
202 20
2 21
RMB’0
RMB’0 00
00
6,902,76 12,983,5
0 51
(b) Included in amounts due to minority interests of approximately RMB162,800,000 are interest bearing and
repayable within one year from 31 December 2022 (2021: RMB116,500,000).
(c) The carrying amounts of trade and other payables were considered to be approximate to their fair values.
20 20
22 21
RMB’0
RMB’0 00
00
Financi
n
1 Non- 31
g
Januar cash December
ca
y 2022 s 2022
items
h
RMB’0 RMB’0 RMB’0
00 00
flow – 00
net
RMB’0
00
Financ
ing
1 cash Non- 31
Januar cash December
y flow – 2021
2021 net items
RMB’0 RMB’ RMB’0
RMB’0 00
00 000
00
31 Financial guarantee
As at 3 1 December
20 2
22 021
RMB’
RMB’0
000
00
Guarantee in respect of mortgage facilities for certain purchasers (Note 20,412,67 24,933,4
(a)) 4 20
Guarantee provided for the borrowings of the joint ventures (Note (b)) 1,800,80 907,7
6 00
Guarantee provided for the borrowings of associates (Note (b)) 2,666,15 1,015,3
8 00
24,879,63 28,956,4
8 20
(a) The Group has arranged bank financing for certain purchasers of the Group’s property units and provided guarantees to secure obligations
of such purchasers for repayments. Such guarantees terminate upon the earlier of (i) issuance of the real estate ownership
certificates which will generally be available within an average period of two to three years upon the completion of guarantee
registration; or (ii) the satisfaction of mortgage loan by the purchasers of properties.
Pursuant to the terms of the guarantees, upon default in mortgage payments by these purchasers, the Group is responsible to repay
the outstanding mortgage principals together with accrued interest and penalty owed by the defaulted purchasers to the banks and
the Group is entitled to take over the legal title and possession of the related properties. The Group’s guarantee period starts from
the dates of grant of the mortgages. The repayment was on schedule and the risk of default in payment was remote. The directors of the
Company consider that the fair value of these financial guarantee contracts at the date of inception was minimal. The directors
consider that the likelihood of loss of the Group resulting from the default in payments by purchasers is minimal and therefore no
provision has been made in the consolidated financial statements for the financial guarantee contracts.
(b) Amounts represented the maximum exposure of the guarantees provided by the Group. The repayment was on schedule and the risk of
default in payment was remote. The directors of the Company consider that the fair value of these financial guarantee contracts at
the date of inception was minimal. The directors consider that the likelihood of loss of the Group resulting from the default in
payments by joint ventures and associates is minimal and therefore no provision has been made in the consolidated financial
statements for the financial guarantee contracts.
32 Commitments
(a) Commitments for property development expenditures and equity investments as at 31 December 2022 and
2021 were as follows:
As at 3 1 December
20 2
22 021
RMB’
RMB’0
000
00
15,663,736 22,880,449
As at 31 December
Note 202 20
s
2 21
RMB’0
RMB’0 00
00
ASSETS
Non-current assets
Current assets
— 2,100,0
00
All above assets of the Group are pledged as security for the borrowings from financial institutions of the
Group (Note 26).
Investments amounting to approximately RMB1,688,401,000 (2021: RMB7,065,799,000) in certain
subsidiaries directly or indirectly held by the Company were pledged as security for borrowings of the Group
at 31 December
2022.
The following table summaries the considerations paid for acquisitions of these subsidiaries, the fair value
of assets acquired and liabilities assumed at the acquisition dates.
RMB’0
00
The assets and liabilities recognised as a result of the acquisitions on the dates are as
acquisition follows:
Fair
value
RMB’
000
Borrowings (433,000)
The fair value of acquired trade and other receivables and prepayments was equal to its
gross contractual amounts receivable. At the acquisition dates, none of such balance was
expected to be uncollectible.
The Group elected to recognise the non-controlling interests at its proportionate share of the fair
value of the acquired net identifiable assets.
The acquired business contributed loss of RMB173,178,000 with no revenue to the Group for
the period from the respective acquisition dates to 31 December 2022. If the acquisitions had
occurred on 1 January 2022, consolidated revenue and consolidated profit after tax for the
year ended 31 December 2022 of the Group would have been RMB87,530,000 and loss of
RMB160,514,000, respectively.
The cash impact arising from acquisition in above transactions are summarised as follows:
202
1
RMB’0
00
RMB’000
(ii) The cash impact arising from the disposals in above transactions are summarised as follows:
RMB’0
00
Ownership
interest As at 31
December
Place of
Dingxin Company
Immediate parent BVI 66.77% 66.77%
Limited
(“Dingxin”) company of the
(b) Subsidiaries
Interests in subsidiaries are set out in Note 11(a).
( c) Major related parties that had significant transactions during the year with
the Group are as follows:
Mr. Ou 杭州融浩置業
有限公司
歐先生
Nin
Ronshine Service Holding Co., Ltd. g
b
融信服務集團股份有限公司 o
F
Xiujing (Fujian) Landscape Engineering Co., Ltd. e
n
秀景(福建) 園林工程有限公司 g
h
Fujian Rongdaxin Investment Co., Ltd. u
a
福建融達信投資有限公司 H
e
Nanjing Kaijingsheng Real Estate Development Co., d
u
Ltd. 南京愷璟晟房地產開發有限公司 R
e
Hangzhou Ronghao Property Co., Ltd. al
E
state Development Co., Ltd. 寧波奉化和都房地產開發
有限公司 Controlling Shareholder and
Controlling Shareholder
A Company Controlled by the
Controlling Shareholder
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Hangzhou Hexin Real Estate Development Co., Ltd. Zhoushan Kairong Real
Estate Development Co.,
杭州和昕房地產開發有限公司 Ltd.
Tianjin Jinrui Property Co., Ltd. 舟山愷融房地產開發有
限公司
天津金銳置業有限公司
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
海融(漳州) 房地產有限公司
Hangzhou Tengyi Real Estate Development Co., Ltd.
杭州騰翼房地產開發有限責任公司
Hangzhou Wanjing Property Co., Ltd.
杭州萬璟置業有限公司
Fuzhou Yubaichuan Real Estate Development Co., Ltd.
福州裕百川房地產開發有限公司
Nanjing Huihe Property Co., Ltd.
南京薈合置業有限公司
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Joint Venture
Associate
Joint Venture
Associate
Joint Venture
Associate
Joint Venture
Associate
鎮江億騰房地產開發有限公司
Jiangmen Hongshun Real Estate Development Co., Ltd. Associate
江門市弘順房地產開發有限公司
Jiaxing Zhenyue Property Co., Ltd.
Associate
嘉興臻嶽置業有限公司
Hangzhou Meishengmei Property Co., Ltd.
杭州美生美置業有限公司 Associate
Hangzhou Xuanlu Industrial Co., Ltd.
杭州宣祿實業有限公司
Associate
Hangzhou Yuqian Real Estate Development Co., Ltd.
杭州譽乾房地產開發有限公司
Associate
Qingdao West Coast Kechuang Investment Development Co.,
Ltd. 青島西海岸科創投資開發有限公司
Chengdu Jinfenghua Property Co., Ltd. Associate
成都金灃華置業有限公司
Fuzhou Wanxi Real Estate Co., Ltd.
Associate
福州市萬曦房地產有限公司
Hangzhou Lvcheng Wangxi Real Estate Development Co., Ltd.
杭州綠城望溪房地產開發有限公司 Associate
Associate Associate
Associate
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The English names of the PRC companies referred to above in this note represent management’s best efforts in translating the
Chinese names of those companies as no English names have been registered or were available.
202 20
2 21
RMB’0
RMB’0 00
00
283 4,014
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20 20
22 21
RMB’0
RMB’0 00
00
[220,09 315,1
6] 09
20 20
22 21
RMB’0
RMB’0
00 00
Interest income
165,3 167,3
58 70
Consultation services
78,1 96,5
55 17
The directors of the Company are of the opinion that the above related party transactions were
conducted on normal commercial terms and in the ordinary course of business.
Refer to Note 31 for information on guarantee provided for the borrowings of the [joint ventures] by
the Group.
As at 31 December
20 20
22 21
RMB’0
RMB’0 00
00
8,430,903 11,285,0
65
Amounts due from related parties mainly represented the cash advances made to related parties which
are unsecured, repayable on demand and denominated in RMB.
Amounts due to Ronshine Service Holding Co ., Ltd . mainly represented the payables of property
management fees which were unsecured, interest-free, to be settled according to agreed terms and
were denominated in RMB.
Amounts due to Xiujing (Fujian) Landscape Engineering Co., Ltd. mainly represented the payables
of landscape engineering services fee which were unsecured, interest free, to be settled according to
agreed terms and were denominated in RMB.
Other amounts due to related parties mainly represented cash advances from related parties of
which approximately RMB162,800,000 (2021: RMB116,500,000) are interest bearing and repayable within
one year from 31 December 2022.
The Intra-Group Loan was guaranteed by Mr. Ou, and was secured by a pledge of 103,500,000 shares of
the Company owned by Dingxin, which represent approximately 6.15% of the total issued share capital
of the Company as at 31 December 2021. This amount was also guaranteed by Mr. Ruan Youzhi.
The Intra Group Loan was settled by Rongxin (Fujian) Investment during the year ended 31 December 2022.
As at 3 1 December
Not 20 2
e 021
22
RMB’
RMB’0 000
00
ASSETS
Non-current assets
Investments in subsidiaries 2,032,98 2,032,9
6 86
Financial assets at fair value through profit or loss
70,09 229,4
6 79
2,262,4
2,103,08 65
2
Current assets
Amounts due from subsidiaries 18,294,9
17,762,72 75
Amounts due from related parties 4
—
Cash and bank balances 338,75
0 232,8
32
2,23
2
EQUITY
Equity attributable to owners of the Company
Share capital 1 1
(a) 5 5
Share premium
(a) 3,082,6 3,082,6
Other reserves 81
81 (2,299,4
(2,857,9 51)
07)
As at 31 December
202 20
2 21
RMB’0
RMB’0 00
00
LIABILITIES
Current liabilities
Ou Zonghong
Zhang Lixin
Director
Director
Other reserves
Share-
based
Sh Accumulat
compensati
are ed
on reserves Tot
premi los al
um RMB’0 ses
00 RMB’0
00
RMB’0 RMB’0
00 00
31 December 2021
At 1 January 2021 3,786,195 82,076 (2,263,674)
1,604,597
31 December 2022
At 1 January 2022 3,082,681 82,076 (2,381,527)
783,230
The 8 .95% senior notes due 2023 (the“January 2023 Notes”) in the aggregate principal amount of
US$413,000,000 issued by the Company and listed on the Singapore Exchange Securities Trading Limited
matured on 22 January 2023. The principal amount and the accrued and unpaid interest totalling
US$431,481,750 became due and payable. As of the date of approval of the consolidated financial statements,
the Company has not made such payment.
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Ronshine China Holdings Limited 2022 Annual Report
CONSOLIDATED RESULTS
20 20 20 20 20
22 21 20 19 18
RMB’0 RMB’0 RMB’ RMB’0
RMB’0 00 00 000 00
00
20 20 20 20 20
22 21 20 19 18
RMB’0 RMB’0 RMB’ RMB’0
RMB’0 00 00 000 00
00