Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

GUORUI PROPERTIES LIMITED

國 瑞 置 業 有 限 公 司

(Incorporated in the Cayman Islands with limited liability

under the name of "Glory Land Company Limited (國瑞置業有限公司)" and carrying on business in Hong Kong as "Guorui Properties Limited")

(Stock Code: 2329)

ANNUAL RESULTS ANNOUNCEMENT

FOR THE YEAR ENDED DECEMBER 31, 2020; AND

RESUMPTION OF TRADING

2020 ANNUAL RESULTS HIGHLIGHTS

  • Achieved contracted sales for the year ended December 31, 2020 (the "Reporting Period") of RMB18,532.2 million with corresponding gross floor area ("GFA") of approximately 1,014,003 sq.m.;
  • Revenue for the Reporting Period was RMB5,768.9 million, of which the revenue from property development was RMB5,016.8 million;
  • Gross profit for the Reporting Period was RMB1,045.5 million;
  • Profit for the year, excluding the one-off loss on disposal of the eight real estate project companies, was approximately RMB255.7 million;
  • Land reserves reached a total GFA of 9,598,769 sq.m. and the average cost of land reserves was RMB3,831.5 per sq.m. for the Reporting Period;
  • Contracted average selling price ("ASP") for the Reporting Period was RMB18,276.2 per sq.m. The average cost of land reserves accounted for 21% of the ASP for the Reporting Period.

- 1 -

ANNUAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2020

The board (the "Board") of directors (the "Directors") of Guorui Properties Limited (the "Company", together with its subsidiaries, the "Group") is pleased to announce to the Company's shareholders (the "Shareholders") the following audited consolidated results of the Group for the Reporting Period, together with the comparative figures for the year ended December 31, 2019. The results were extracted from the audited consolidated financial statements, which were prepared in accordance with International Financial Reporting Standards ("IFRSs") issued by the International Accounting Standards Board and the disclosure requirements of the Hong Kong Companies Ordinance (Cap. 622).

C O N S O L I D A T E D S T A T E M E N T O F P R O F I T O R L O S S A N D O T H E R COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2020

Year ended December 31,

Notes

2020

2019

RMB'000

RMB'000

Revenue

3

5,256,033

Contract with customers

7,484,658

Leases

512,863

608,518

Total revenue

5,768,896

8,093,176

Cost of sales and services

(4,723,436)

(5,954,455)

Gross profit

1,045,460

2,138,721

Other gains and losses

556

4,856

Impairment losses under expected

(40,394)

credit loss model, net of reversal

(27,213)

Other income

197,157

176,326

Change in fair value of investment properties

315,038

1,061,366

Distribution and selling expenses

(273,474)

(305,948)

Administrative expenses

(467,743)

(556,802)

Other expenses

(6,759)

(20,115)

Share of results of joint ventures

1,603

(19,786)

Share of results of associates

(6,705)

(565)

Finance costs

(248,018)

(404,677)

Profit before tax

516,721

2,046,163

Income tax expense

4

(383,076)

(826,550)

Profit for the year

133,645

1,219,613

- 2 -

Year ended December 31,

Note

2020

2019

RMB'000

RMB'000

Other comprehensive (expense) income

Items that will not be reclassified to profit or loss:

Fair value (loss) gain on equity instruments

at fair value through other comprehensive

income ("FVTOCI")

(1,100)

3,893

Income tax relating to items that will not be

275

reclassified to profit or loss

(973)

(825)

2,920

Total comprehensive income for the year

132,820

1,222,533

Profit for the year attributable to:

98,740

Owners of the Company

859,764

Non-controlling interests

34,905

359,849

133,645

1,219,613

Total comprehensive income for the year

attributable to:

97,989

Owners of the Company

862,421

Non-controlling interests

34,831

360,112

132,820

1,222,533

Earnings per share

5

2.22

- Basic (RMB cents)

19.34

- Diluted (RMB cents)

2.22

19.33

- 3 -

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT DECEMBER 31, 2020

Year ended December 31,

Note

2020

2019

RMB'000

RMB'000

Investment properties

20,375,500

21,150,000

Property, plant and equipment

2,146,902

1,885,865

Right-of-use assets

270,581

279,824

Other non-current assets

1,302,897

1,566,745

Interests in joint ventures

28,074

30,089

Interests in associates

-

5,000

Equity instruments at FVTOCI

31,300

32,400

Deposits paid for acquisition of a subsidiary

-

169,620

Deferred tax assets

321,149

536,185

Restricted bank deposits

3,592

719,615

Value added tax and tax recoverable

1,229,807

1,666,559

Non-current Assets

25,709,802

28,041,902

Inventories

1,106

61

Deposits paid for acquisition of land

400,889

369,301

Properties under development for sale

28,157,258

37,333,243

Properties held for sale

3,972,620

5,361,690

Trade and other receivables, deposits and

2,085,715

prepayments

7

2,811,721

Contract assets

1,646,159

1,442,134

Contract costs

101,026

76,919

Value added tax and tax recoverable

832,285

791,981

Amounts due from related parties

2,556,867

4,440,856

Restricted bank deposits

307,606

959,615

Bank balances and cash

1,584,950

536,926

41,646,481

54,124,447

Assets classified as held for sale

158,940

-

Current Assets

41,805,421

54,124,447

- 4 -

As at December 31,

Note

2020

2019

RMB'000

RMB'000

Trade and other payables

8

4,982,510

6,439,342

Lease liabilities

1,734

1,600

Contract liabilities

12,662,331

17,332,702

Amounts due to related parties

5,815,404

5,322,007

Tax payable

2,597,866

2,948,144

Bank and trust borrowings - due within one year

3,786,075

6,317,710

Corporate bonds

510,829

65,787

Senior notes

3,755,745

1,734,974

Current Liabilities

34,112,494

40,162,266

Net Current Assets

7,692,927

13,962,181

Total Assets less Current Liabilities

33,402,729

42,004,083

Rental deposits received

135,942

122,063

Lease liabilities

1,475

2,974

Bank and trust borrowings - due after one year

15,465,905

15,748,894

Corporate bonds

-

500,000

Senior notes

-

3,076,320

Deferred tax liabilities

2,690,880

3,925,302

Non-current Liabilities

18,294,202

23,375,553

Net Assets

15,108,527

18,628,530

Share capital

3,520

3,520

Reserves

12,489,498

12,541,509

Equity attributable to owners of the Company

12,493,018

12,545,029

Non-controlling interests

2,615,509

6,083,501

Total Equity

15,108,527

18,628,530

- 5 -

NOTES

  1. GENERAL
    The Company was incorporated in the Cayman Islands under the name of "Glory Land Company Limited (國瑞置業有限公司)" as an exempted company with limited liability under the Company Laws (2012 Revision) of the Cayman Islands on July 16, 2012 which carries on business in Hong Kong as "Guorui Properties Limited". Its parent and ultimate holding company is Alltogether Land Company Limited (通 和置業有限公司), a company incorporated in the British Virgin Islands. Mr. Zhang Zhangsun, who hold 100% equity interests of Alltogether Land Company Limited, is the ultimate beneficial owner of the Company. The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands and its principal place of business is located at East Block, Hademen Plaza, 8-1# Chongwenmenwai Street, Dongcheng District, Beijing, the PRC.
    The Company's shares were listed on the mainboard of The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
    The Company and its subsidiaries (collectively referred to as the "Group") are principally engaged in the business of property development, provision of primary land construction and development services, property investment, and provision of property management and related services.
    The consolidated financial statements are presented in Renminbi ("RMB"), which is also the functional currency of the Company.
  2. APPLICATION OF NEW AND AMENDMENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRSs")
    New and amendment to IFRSs that are mandatorily effective for the current year

The Group has not early applied the following new and amendments to IFRSs that have been issued but are not yet effective:

IFRS 17

Insurance Contracts and the related Amendments1

Amendments to IFRS 3

Reference to the Conceptual Framework2

Amendments to IFRS 9, IAS 39,

Interest Rate Benchmark Reform - Phase 24

IFRS 7, IFRS 4 and IFRS 16

Amendments to IFRS 10 and

Sale or Contribution of Assets between an Investor and

IAS 28

its Associate or Joint Venture3

Amendments to IAS 1

Classification of Liabilities as Current or Non-current1

Amendments to IAS 1 and

Disclosure of Accounting Policies1

IFRS Practice Statement 2

Amendments to IAS 8

Definition of Accounting Estimates1

Amendments to IAS 16

Property, Plant and Equipment: Proceeds before Intended Use2

Amendments to IAS 37

Onerous Contracts - Cost of Fulfilling a Contract2

Amendments to IFRS Standards

Annual Improvements to IFRS Standards 2018-20202

1

2

3

4

Effective for annual periods beginning on or after January 1, 2023 Effective for annual periods beginning on or after January 1, 2022 Effective for annual periods beginning on or after a date to be determined Effective for annual periods beginning on or after January 1, 2021

The Directors anticipate that the application of all new and amendments to IFRSs will have no material impact on the consolidated financial statements in the foreseeable future.

- 6 -

3. REVENUE

Disaggregation of revenue from contracts with customers and the reconciliation of the revenue from contracts with customers with the amounts disclosed in the segment information

For the year ended December 31, 2020

Primary land

construction

Property

and

management

Property

development

Property

and related

development

services

investment

services

Total

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Timing of revenue recognition

A point in time

5,016,793

-

-

-

5,016,793

Over time

-

214,182

-

25,058

239,240

Revenue from contracts with

customers

5,016,793

214,182

-

25,058

5,256,033

Leases

-

-

512,863

-

512,863

Total revenue

5,016,793

214,182

512,863

25,058

5,768,896

Geographical market

Mainland China

5,016,793

214,182

512,863

25,058

5,768,896

For the year ended December 31, 2019

Primary land

construction

Property

and

management

Property

development

Property

and related

development

services

investment

services

Total

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Timing of revenue recognition

A point in time

7,256,704

-

-

-

7,256,704

Over time

-

206,262

-

21,692

227,954

Revenue from contracts with

customers

7,256,704

206,262

-

21,692

7,484,658

Leases

-

-

608,518

-

608,518

Total revenue

7,256,704

206,262

608,518

21,692

8,093,176

Geographical market

Mainland China

7,256,704

206,262

608,518

21,692

8,093,176

- 7 -

4.

INCOME TAX EXPENSE

Year ended December 31,

2020

2019

RMB'000

RMB'000

Current tax

- PRC enterprise income tax

270,363

406,767

- PRC dividend withholding income tax

-

26,000

- Land value-added tax ("LVT")

243,780

322,589

Under provision in respect of prior years

50

80

514,193

755,436

Deferred tax

(131,117)

71,114

Income tax expense

383,076

826,550

Pursuant to the PRC Enterprise Income Tax Law promulgated on March 16, 2007, the PRC enterprise income tax for both domestic and foreign-invested enterprises has been unified at the income tax rate of 25% effective from January 1, 2008 onwards.

The provision of LAT is estimated according to the requirements set forth in the relevant PRC tax laws and regulations. LAT has been provided at ranges of progressive rates of the appreciation value, with certain allowable exemptions and deductions.

5.

EARNINGS PER SHARE

Year ended December 31,

2020

2019

RMB'000

RMB'000

Earnings:

Profit for the year attributable to the owners of the Company

for the purposes of basic and diluted earnings per share

98,740

859,764

Year ended December 31,

2020

2019

'000

'000

Number of shares:

Number of ordinary shares for the purpose of

basic earnings per share

4,444,418

4,444,418

Effect of dilutive potential ordinary shares:

Share options issued by the Company

-

4,022

Weighted average number of ordinary shares for the purpose of

diluted earnings per share

4,444,418

4,448,440

- 8 -

6. DIVIDENDS

Year ended December 31,

2020 2019

RMB'000 RMB'000

Dividends for ordinary shareholders of the Company

recognized as distribution during the year:

2019 Final - HK3.76 cents

(2019: 2018 final dividend of HK5.64 cents) per share

150,000

220,000

7. TRADE AND OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

Pursuant to the lease agreements, lease payment is required to be settled in advance with no credit period being granted to the tenants. In respect of sales of properties, a credit period of six months to two years may be granted to specific customers on a case-by-case basis.

At December 31,

2020

2019

RMB'000

RMB'000

Trade receivables

- contracts with customers

364,953

532,502

- lease receivables

246,645

128,176

611,598

660,678

Less: Allowance for credit losses

(4,812)

(5,503)

606,786

655,175

Advances to contractors and suppliers

650,415

868,418

Performance guarantee deposit paid

17,260

17,261

Other receivables and prepayments

796,279

1,028,696

Deposits

60,306

247,108

1,524,260

2,161,483

Less: Allowance for credit losses

(45,331)

(4,937)

1,478,929

2,156,546

Total trade and other receivables

2,085,715

2,811,721

Note: Other receivables from independent third parties are of non-trade nature, unsecured, interest-free and repayable on demand except for the balance of RMB240,000,000 (2019: RMB151,000,000), which was bearing interest at 10% (2019:14%) per annum.

As at January 1, 2019, trade receivables from contracts with customers amounted to RMB388,682,000.

- 9 -

The following is an aging analysis of trade receivables net of allowance for credit losses presented based on the date of recognition of revenue at the end of the reporting period:

At December 31,

2020

2019

RMB'000

RMB'000

0 to 60 days

89,240

164,361

61 to 180 days

53,934

23,197

181 to 365 days

57,851

222,847

1 to 2 years

316,469

208,914

Over 2 years

94,104

41,359

611,598

660,678

As at December 31, 2020, included in the Group's trade receivables balance are debtors with aggregate carrying amount of RMB284,715,000 (2019: RMB188,907,000) which are past due as at the end of the reporting period. The balances which has been past due over 90 days, is not considered as default based on the consideration the fact that legal title of the properties sold have not been transferred to the customer.

8. TRADE AND OTHER PAYABLES

At December 31,

2020

2019

RMB'000

RMB'000

Trade payables

2,853,478

4,747,785

Deposits received

366,717

316,334

Rental received in advance

74,909

78,184

Refund liabilities

235,341

-

Accrued payroll

23,357

35,067

Business and other tax payable

439,288

351,073

Other payables and accruals

985,862

864,494

Accrued penalty

-

28,968

Dividends

139,500

139,500

5,118,452

6,561,405

Analysed for reporting purposes as:

Non-current(Note)

135,942

122,063

Current

4,982,510

6,439,342

5,118,452

6,561,405

Note: Pursuant to the relevant agreements, rental deposits received of approximately RMB135,942,000 (2019: RMB122,063,000) as at December 31, 2020 are to be settled after twelve months from the end of the reporting period and is therefore classified as non-current liabilities.

Trade payables comprise construction costs payable and other project-related expenses payable. The average credit period of trade payable is 180 days.

- 10 -

The following is an aging analysis of trade payables based on invoice date at the end of the reporting period:

At December 31,

2020

2019

RMB'000

RMB'000

0 to 60 days

1,717,265

2,245,265

61-365 days

505,422

1,090,171

1-2 years

383,478

560,797

Over 2 years

247,313

851,552

2,853,478

4,747,785

- 11 -

CHAIRMAN'S STATEMENT

Dear Shareholders,

On behalf of the board of directors, I am pleased to present the annual results of the Group for the twelve months ended December 31, 2020.

ANNUAL RESULTS AND REVIEW FOR 2020

Annual Results

In 2020, despite the significant decline in the sales of residential products under the influence of the COVID-19 pandemic in the first half of the year, the sales experienced a rapid rebound in the second half of the year as the Group increased its efforts in the sales of residential products following the improved pandemic conditions, achieving contracted sales of RMB18,532.2 million and contracted sales area of 1,014,003 sq.m. for the year. Revenue was RMB5,768.9 million, among which, the revenue from property development was RMB5,016.8 million. For the twelve months ended December 31, 2020, the gross profit of the Group was RMB1,045.5 million and profit for the year, excluding the one-off loss on disposal of the eight real estate project companies, was approximately RMB255.7 million.

Market Review

Gradual Improvement of Long-term Mechanism for Real-estate Regulation

Looking back in 2020, the real estate market underwent a tremendous change, with the COVID-19 pandemic being an important variate that cannot be ignored. Amid the impacts of COVID-19 pandemic, the "houses are for living in and not for speculative investment" was the keynotes throughout the year of 2020. Although some of local governments have loosened their control policies during the first half of 2020, the overall control escalated again after the pandemic was brought under control.

For the first half of 2020, in order to mitigate the impact brought by the pandemic on the real estate sector, central government implemented a moderately easy monetary policy and a proactive fiscal policy to support economic recovery. While in some provinces and cities, requirements for permanent residence permit have been relaxed and talent introduction measures have been implemented, which boosted the base of demands for housing to some extent. The industry soon recovered from the slowdown, demonstrating strong resilience. As the economy and productions gradually recovered and consumption activities returned to the normal level, housing prices in certain cities, especially those in Yangtze River Delta and Pearl River Delta experienced overheated growth, which triggered the frequent introduction of control measures in certain cities during the second half of the year. In the third quarter, regulatory authorities promulgated new financing rule of "Three Red Lines", reflecting a tightening environment for industry financing.

- 12 -

2021 marks the first year of the "14th Five-Year Plan", and also a year of significance in China's modernization process. For real estate industry, under dual-circulation development featuring "the new development pattern with domestic macro-circulation as its core, and mutual promotion of international and domestic dual-circulation", it is expected that the segregation of cities under different tiers would be intensifying, and the industry would witness the change of era from leverage dividend to management dividend.

Property Development

In 2020, confronting the uncertainties brought by the pandemic and the changes in industry situations, the Group adopted online sales campaign, launched an online housing sales platform called "Fangyun (房雲)" and initiated its Linked Huichun Plan for 16 Projects (十六 盤聯動惠春計劃). The Group was committed to ensuring the safety of its employees and customers while simultaneously meeting market demands. Through the implementation of policies in line with the actual conditions of cities and the optimization of its product mix, the Group met market demands at different levels and increased its market share, thus overcoming sales difficulties faced by real estate enterprises during the pandemic.

During the Reporting Period, the contracted sales were approximately RMB18,532.2 million; the contracted GFA sold was 1,014,003 sq.m.; the contracted average selling price was RMB18,276.2 per sq.m. In terms of contribution by cities, Beijing, Foshan and Suzhou recorded outstanding performances. The contracted sales throughout the year of 2020 were approximately RMB8,945.4 million, RMB3,019.2 million and RMB1,301.6 million respectively, accounting for 48.3%, 16.3% and 7.0% of the Group's total contracted sales respectively.

Under the keynotes of "promoting the stable and healthy development of the real estate market", it is anticipated that the market would remain stable with continuing segregation of sales performance among different cities. In terms of demand, driven by factors such as net population inflows, the sales performance in first-tier cities and second- to third-tier core cities of metropolitan area would maintain great resilience. The Group will carry out meticulous management, strengthen its presence in the Beijing-Tianjin-Hebei Region, the Yangtze River Economic Zone and the Guangdong-HongKong-Macao Greater Bay Area, and actively explore urban renewal projects, so as to enhance the full-cycle competitiveness.

- 13 -

Investment Properties

The Group owns 10 investment properties in the core areas of 7 key cities, including Beijing and Shenzhen, with a total planned construction area of approximately 769,516 sq.m. Calculated by the area under operation, the operating area in Beijing accounted for approximately 60%. Due to the impact of the COVID-19 pandemic, the rentals from these commercial properties were affected to a certain extent, and gains on the change in fair value for the current period decreased as compared to 2019.

During the Reporting Period, the total rental income of the Group was RMB512.9 million. The Group granted rental concessions to merchants and other property-holding tenants during the pandemic, which also had a certain impact on the Group's revenue and profit. In order to help tenants solve their current difficulties, the Company launched a mini program e-commerce platform to support online marketing of tenants, while expanding commercial marketing channels. With the concerted efforts of all counterparts, rental income experienced a robust recovery in the second half of the year.

Land Reserves

In 2020, under the strategy of "quality improvement and pace control", the Group adopted stricter requirements on profit margins and risk control of project investments, and paid more attention to operation quality and meticulous management. As at December 31, 2020, the total planned GFA of the land reserves of the Group was 9.599 million sq.m., with the average land cost of approximately RMB3,831.5 per sq.m. The Results of Evaluation and Research on Chinese Listed Real Estate Companies in 2020 published by China Real Estate Association and E-House China R&D Institute showed that Guorui Properties ranks among the top 100 companies with its high-quality development again. Most of the Company's land reserves are located in first- and second-tier cities. Benefitted from the spillover effect of core cities, market demand in these cities remains strong. The land reserves of the Company are sufficient to support its development in the next 6 years.

Meanwhile, the Group actively undertook primary land development projects as strategic business to obtain potential land reserve. The Group has been undertaking primary land development projects, urban renewal and projects developed under the "urban redevelopment" policy in Beijing, Shenzhen and Shantou. During the Reporting Period, the development area of primary land development projects and urban redevelopment projects without affirmed ownership of the Group was 5.811 million sq.m., 51.6% of which was the area in Shenzhen. The central government supported building Shenzhen into a pilot demonstration area of socialism with Chinese characteristics. The Group, originated from Shantou of Guangdong, has established leading advantages in the Pearl River Delta and Guangdong-Hong Kong- Macao Greater Bay Area, with land reserves of 6.18 million sq.m.

- 14 -

Accelerating urban renewal and improving renovation and upgrade of available housing are new directions for inventory market. The urban renewal projects, which features small investment and high profit margin, is an important source for the Group to replenish the land reserve in the Greater Bay Area. In the next few years, the Group's urban redevelopment projects and urban renewal projects will turn into sales and become its new profit growth drivers.

Capital Structure

In 2020, under the pressure from both the pandemic and the new financing rules of "Three Red Lines", the financing environment further contracted. Through comprehensive utilization of the diversified advantages of domestic and overseas financing channels, the Group has made full use of various financial means to continuously optimize fund management, reduce financing costs, optimize debt structure and effectively control exchange rate risks. At the same time, it made efforts to further strengthen the risk control function, improve the financial risk monitoring system, and properly give risk warning and carry out risk prevention.

In 2020, the Company redeemed bonds denominated in USD with a principal amount of approximately US$130 million. In the first quarter of 2021, the Company redeemed bonds denominated in USD with a principal amount of approximately US$182 million. As of March 31, 2021, balance of offshore USD senior notes of the Company was approximately US$373 million with a term of two to three years.

OUTLOOK FOR 2021

Looking forward to "14th Five Year Plan", the industry maintains strong resilience. Central government has set out the target of "Balanced development of real estate industry with financial and real economy", which continuously releases favorable signal for construction of metropolitan areas.

- 15 -

The Group believes that, the real estate industry will enter a new long-term cycle, and the growth pattern of the industry will also experience changes. It will shift from relying on a model of financial leverage to drive growth in the past to a model of stable, balanced and high-quality growth. In line with the development needs of times, the Group will be committed to exploring the innovation of habitation business forms, continuously upgrading products of Guorui, and achieving product ecology construction. In the future, the Group will uphold the strategy to strengthen presences in regions and proactively adopt flexible sales policy, so as to attract more customers with continuous improvement of product structure and outstanding product quality. We will vigorously promote sales while strengthening our efforts on sales collection. In addition, we will also continue to optimize the debt structure and reduce financing costs in ways that enhance the core competitiveness of the Group, thus ensuring sustainable growth in future performance.

ACKNOWLEDGEMENT

On behalf of the Board, I take this opportunity to express my heartfelt gratitude to all our shareholders, investors, partners, customers, and the community for their support and trust. In the past year, thanks to the guidance from the management of the Company, together with the efforts and contributions from all staff, the Group achieved stable development. In the future, the Company will continue to strive for maximized value and considerable returns for all shareholders.

Zhang Zhangsun

Chairman

Shenzhen, the PRC

April 11, 2021

- 16 -

MANAGEMENT DISCUSSION AND ANALYSIS

Business Review

During the Reporting Period, the Group's total contracted sales were approximately RMB18,532.2 million. The Group's revenue was RMB5,768.9 million. Revenue from property development was RMB5,016.8 million. During the Reporting Period, the gross profit was RMB1,045.5 million and profit for the year, excluding the one-off loss on disposal of the eight real estate project companies, was approximately RMB255.7 million.

Contracted Sales

During the Reporting Period, affected by the COVID-19 pandemic, sales of residential products declined in the first half of the year. Following the improvement of the pandemic situation in China, the Group's sales gradually recovered. The contracted sales of the Group amounted to approximately RMB18,532.2 million. The total contracted GFA was approximately 1,014,003 sq.m. and the contracted ASP was RMB18,276.2 per sq.m.

The following table sets out the Group's contracted sales by region for the years ended December 31, 2020 and 2019:

2020

Percentage

2019

Percentage

of Total

of Total

Contracted

Contracted

Contracted

Contracted

City

Sales

Sales

Sales

Sales

(RMB million)

(%)

(RMB million)

(%)

Beijing

8,945.4

48.3

11,040.0

46.2

Haikou

417.1

2.3

381.9

1.6

Wanning

135.8

0.73

54.4

0.2

Langfang

600.3

3.2

357.1

1.5

Zhengzhou

95.2

0.5

95.6

0.4

Shenyang

349.2

1.9

853.4

3.6

Foshan

3,019.2

16.3

2,307.5

9.7

Shantou

371.9

2.0

544.9

2.3

Suzhou

1,301.6

7.0

2,040.9

8.5

Chongming Island

271.8

1.5

748.0

3.1

Xi'an

664.6

3.6

308.9

1.3

Guizhou

88.2

0.5

454.7

1.9

Wuxi

247.7

1.3

670.2

2.8

Chongqing

408.4

2.2

742.2

3.1

Shijiazhuang

217.9

1.2

456.1

1.9

Jiangmen

493.1

2.7

513.4

2.2

Tianjin

251.5

1.4

564.4

2.4

Sanya

431.6

2.3

390.4

1.6

Handan

221.8

1.2

1,391.4

5.7

Total

18,532.2

100.0

23,915.4

100.0

- 17 -

Property Projects

According to the stage of development, the Group classifies its property projects into three categories: completed properties, properties under development and properties held for future development. As some of its projects comprise multiple-phase development on a rolling basis, a single project may include different phases at various stages of completion, under development or held for future development.

As at December 31, 2020, the Group had completed a total GFA of 7,347,542 sq.m. and had land reserves with a total GFA of 9,598,769 sq.m., comprising (a) a total GFA of 933,596 sq.m. completed but remaining unsold, (b) a total GFA of 3,847,320 sq.m. under development, and (c) a total planned GFA of 4,817,853 sq.m. held for future development.

The Group selectively retained the ownership of most of self-developed commercial properties with strategic value to generate stable and sustainable income. As of December 31, 2020, the Group had investment properties with a total GFA of 769,516 sq.m. in core locations in seven cities including Beijing, Shenzhen, Shenyang, Shantou and Foshan.

Properties Under Development and Properties Held for Future Development

The following table sets out a summary of information on the Group's projects and project phases under development and properties held for future development as at December 31, 2020:

Under Development

Held for Future Development

GFA in

Respect of

Which

Land Use

Rights

GFA

Saleable/

Certificates

Project

Site

Under

Rentable

GFA

Planned

Have Not Yet

Ownership

Project

Type

Area

Development

GFA

Pre-sold

GFA

Obtained

Interest

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(%)

Beijing

1

Beijing Glory Villa East

Residential

35,590

137,219

94,277

-

-

-

100

2

Beijing Glory Villa West

Residential

18,555

44,254

41,601

-

-

-

80

3

Daxing Yinghai Project

Residential

63,030

203,071

193,912

111,601

-

-

80

4

Fengtai Xitieying

Residential

44,575

227,771

188,910

119,615

-

-

16

5

Haidian Cuihu (海澱翠湖)

Residential

82,336

271,381

264,854

159,018

-

-

28

6

Fengtai Xiaowayao

Residential

27,200

149,196

129,237

104,975

-

-

40.8

(豐台小瓦窑)

Haikou

1

Hainan Yunlong

Mixed-use

1,084,162

140,640

130,342

5,340

646,972

-

80

- 18 -

Under Development

Held for Future Development

GFA in

Respect of

Which

Land Use

Rights

GFA

Saleable/

Certificates

Project

Site

Under

Rentable

GFA

Planned

Have Not Yet

Ownership

Project

Type

Area

Development

GFA

Pre-sold

GFA

Obtained

Interest

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(%)

Wanning

1

Wanning Glory City

Residential

143,560

17,201

17,080

-

207,886

-

80

(Phases II to III)

Langfang

1

Yongqing Glory City

Residential

410,569

87,194

48,682

-

782,877

-

80

(Phases I (partial) to II)

2

Yongqing Glory City

Residential

217,726

-

-

-

423,031

-

100

(Phases IV (partial))

Zhengzhou

1

Zhengzhou Glory City

Mixed-use

11,235

30,535

30,535

10,975

-

-

80

(Phase VIII, School)

Shenyang

1

Shenyang Glory City

Mixed-use

148,186

325,598

287,615

62,011

73,342

-

80

(Phase III (partial),

Phases V to VII)

Foshan

1

Foshan Guohua New

Residential

16,237

18,033

16,413

-

-

-

44

Capital (Phase II)

2

Foshan Glory Shengping

Mixed-use

79,311

310,420

220,237

44,272

-

-

80

Commercial Centre

3

Foshan Xiqiao

Residential

63,952

265,241

255,965

89,394

-

-

80

Xi'an

1

Glory • Xi'an Financial Center

Mixed-use

19,162

289,978

211,371

56,285

-

-

80

Shantou

1

Convention Hotel

Mixed-use

28,439

186,799

136,357

53,688

-

-

100

2

Shantou Glory Hospital

Hospital

100,001

314,224

-

-

38,749

-

100

- 19 -

Under Development

Held for Future Development

GFA in

Respect of

Which

Land Use

Rights

GFA

Saleable/

Certificates

Project

Site

Under

Rentable

GFA

Planned

Have Not Yet

Ownership

Project

Type

Area

Development

GFA

Pre-sold

GFA

Obtained

Interest

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(%)

Shenzhen

1

Shenzhen • Nanshan

Commercial

20,163

42,763

42,763

-

274,213

-

80

Suzhou

1

Suzhou Glory Villa

Mixed-use

51,205

132,561

124,725

48,287

-

-

80

Qidong

1

Chongming Island

Residential

1,211,544

321,438

292,722

292,600

761,358

-

72

2

Butterfly Lake Hotel

Hotel

5,780

-

-

-

5,327

-

100

Wuxi

1

Glory Luoshe Xincheng

Residential

20,945

61,648

60,399

65,982

-

-

39

(國瑞洛社新城)

Tongren

1

Guorui Intelligent

Mixed-use

780,430

270,157

176,204

107,688

1,604,098

1,436,370

80

Eco-town Project

(國瑞智慧生態城項目)

Total

4,683,893

3,847,322

2,964,201

1,331,731

4,817,853

1,436,370

Total Attributable GFA

3,631,301

2,802,771

2,054,232

825,402

3,886,795

1,149,096

- 20 -

The following table sets out a summary of information of the Group's investment properties as of December 31, 2020:

Total GFA

Types of

Held for

Leasable

Effective

Project

Properties

Investment

GFA

Leased GFA

(sq.m.)

(sq.m.)

(sq.m.)

Beijing Glory City

Shopping mall

84,904

46,366

42,112

Offices

8,520

6,930

4,174

Car parking spaces

26,324

26,324

21,779

Retail outlets

33,032

29,546

15,278

Siheyuan

7,219

7,219

4,340

Eudemonia Palace

Car parking spaces

3,431

3,431

3,431

Beijing Fugui Garden

Shopping mall

26,146

26,146

18,969

Retail outlets

3,170

3,170

2,594

Beijing Hademen

Commercial

15,671

14,703

9,968

Center

Offices

75,171

69,830

66,557

Car parking spaces

29,040

23,917

3,792

Beijing Bei Wu Lou

Offices

10,916

10,916

10,916

Shenyang Glory City

Specialized markets

50,841

50,841

22,026

Retail outlets

58,972

58,972

11,868

Foshan Glory Shengping

Retail outlets

24,267

24,267

11,190

Commercial Center

Car parking spaces

10,722

10,722

-

Foshan Glory Shengping

Retail outlets

225,531

-

-

Commercial Center*

Car parking spaces

Shenzhen • Nanshan*

Offices

42,763

-

-

Haikou Glory City

Offices

32,876

32,876

31,598

Shantou Glory City

Offices

62,398

62,398

61,146

Total

769,516

446,176

280,592

Total Rental Income

2020 2019 (RMB million) (RMB million)

} 186.6 261.6

}

37.4

43.1

}

212.1

219.0

20.8

23.6

}

5.1

7.6

}

-

7.8

-

-

-

-

38.5

17.6

12.4

28.2

512.9

608.5

  • Projects currently under construction

- 21 -

Completed Properties

The following table sets out a summary of information on the Group's completed projects and project phases as at December 31, 2020:

GFA

Available

for Sale

GFA

GFA

Project

Completed

or Use

Available

Held for

GFA

Other

Ownership

Project

Type

Site Area

GFA

by Us

for Sale

Investment

Sold

GFA

Interest

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(%)

Beijing

1

Beijing Fugui Garden

Mixed-use

87,075

507,857

47,314

4,489

29,316

421,779

9,447

91

2

Beijing Glory City

Mixed-use

117,473

881,590

62,593

15,560

159,999

640,900

18,099

80

3

Eudemonia Palace

Residential

14,464

33,102

3,431

-

3,431

24,931

1,309

80

4

Beijing Hademen Plaza

Commercial

12,738

140,057

14,817

-

119,882

-

5,358

80

5

Glory Villa West

Residential

54,739

195,611

101,825

68,905

-

75,370

18,415

80

6

Glory Villa East

Residential

58,609

174,804

73,775

57,247

-

83,045

17,984

100

7

Fengtai Xitieying

Residential

21,074

107,686

105,286

-

-

-

2,400

16

Haikou

1

Haikuotiankong Glory City

Mixed-use

141,375

811,123

147,185

17,458

32,877

593,432

37,630

80

2

Haidian Island Glory Garden

Residential

65,643

71,863

14,930

659

-

56,352

581

80

3

Glory Riverview Garden

Residential

36,634

21,658

506

506

-

20,068

1,085

80

4

Haikou West Coast Glory

Residential

34,121

21,971

1,824

1,824

-

18,867

1,281

80

Wanning

1

Wanning Glory City (Phase I)

Residential

100,780

161,988

9,119

1,767

-

149,295

3,574

80

Langfang

1

Yongqing Glory City (Phase I

Residential

509,049

426,535

42,585

15,833

-

381,694

2,256

80

(partial), Phases III, V)

2

Yongqing Glory City

Residential

176,023

667,852

143,902

83,566

-

523,950

-

100

(Phase IV (partial))

- 22 -

GFA

Available

for Sale

GFA

GFA

Project

Completed

or Use

Available

Held for

GFA

Other

Ownership

Project

Type

Site Area

GFA

by Us

for Sale

Investment

Sold

GFA

Interest

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(%)

Zhengzhou

1

Zhengzhou Glory City

Mixed-use

472,992

803,762

79,196

2,625

-

679,722

44,844

80

Shenyang

1

Shenyang Glory City

Mixed-use

390,417

1,015,405

76,176

10,888

109,813

812,925

16,493

80

(Phases I to II, Phase III

(partial), Phase IV and

Phase V (partial))

Foshan

1

Foshan Guohua New Capital

Residential

104,576

498,012

88,353

77,142

-

341,085

68,574

44

(Phase I and Phase II

(partial))

2

Foshan Glory Shengping

Mixed-use

10,920

41,847

376

376

34,989

1,505

4,977

80

Commercial Center

Shantou

1

Glory Garden (Phase I)

Mixed-use

14,161

33,795

1,988

1,988

-

31,649

158

100

2

Yu Garden

Residential

8,292

25,767

-

-

-

25,767

-

100

3

Star Lake Residence

Residential

3,589

12,132

-

-

-

12,132

-

100

4

Yashi Garden

Residential

9,472

48,054

56

56

-

47,223

775

100

5

Guan Haiju

Residential

25,922

171,450

44,347

10,664

-

125,514

1,589

100

6

Siji Garden

Residential

42,155

203,549

13,639

13,639

-

147,931

41,979

80

7

Glory Garden (Phase II)

Residential

14,482

78,619

563

563

-

66,690

11,366

80

- 23 -

GFA

Available

for Sale

GFA

GFA

Project

Completed

or Use

Available

Held for

GFA

Other

Ownership

Project

Type

Site Area

GFA

by Us

for Sale

Investment

Sold

GFA

Interest

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(%)

Suzhou

1

Glory Villa

Mixed-use

22,991

109,007

45,096

45,096

-

63,724

187

80

Qidong

1

Butterfly Lake Hotel

Hotel

58,220

53,656

53,656

-

-

-

-

100

Wuxi

1

Glory Luoshe Xincheng

Residential

9,781

28,790

28,790

12,439

-

-

16,351

39

(國瑞洛社新城)

Total

2,617,767

7,347,542

1,201,328

443,290

490,307

5,345,550

326,712

Total Attributable GFA

2,119,505

5,911,393

918,818

352,959

395,470

4,369,901

233,583

- 24 -

Land Reserves

The following table sets out a summary of the Group's land reserves by geographic location as at December 31, 2020:

Under

Future

Total Land

Of Total Land

Average

Completed

Development

Development

Reserves

Reserves

Land Cost

Saleable/

Rentable GFA

Remaining

GFA Under

Planned

Total

Unsold

Development

GFA

GFA

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(%)

(RMB/sq.m.)

Beijing

458,830

1,032,891

-

1,491,721

15.5

16,189.3

Haikou

53,323

140,640

646,972

840,935

8.8

1,380.2

Wanning

1,767

17,201

207,886

226,854

2.4

332.1

Langfang

99,398

87,194

1,205,908

1,392,500

14.5

256.5

Zhengzhou

2,625

30,535

-

33,160

0.3

405.5

Shenyang

120,700

325,598

73,342

519,640

5.4

591.9

Foshan

112,507

593,693

-

706,200

7.4

4,665.7

Xi'an

-

289,978

-

289,978

3.0

1,551.8

Shantou

26,911

501,023

38,749

566,683

5.9

1,072.5

Shenzhen

-

42,763

274,213

316,976

3.3

2,673.7

Suzhou

45,096

132,561

-

177,657

1.9

17,100.6

Chongming Island

-

321,438

766,685

1,088,123

11.3

1,007.0

Wuxi

12,439

61,648

-

74,087

0.8

5,939.0

Tongren

-

270,157

1,604,098

1,874,255

19.5

501.2

Total

933,596

3,847,320

4,817,853

9,598,769(1)(2)

100

3,831.5

Total Attributable

GFA

748,429

2,802,771

3,886,795

7,437,995

Note:

  1. Includes 1,436,370 sq.m. of planned GFA in respect of which the Group had received the confirmation letter on bidding for granting land use rights but had not yet obtained relevant land use rights certificates.
  2. The area of such land reserves does not include the development area of primary land development projects and urban redevelopment projects of the Group of 5.811 million sq.m.

- 25 -

The following table sets out a summary of the Group's land reserves by type of properties as at December 31, 2020:

Under

Future

Total Land

Of Total Land

Completed

Development

Development

Reserves

Reserves

Saleable/

Rentable GFA

Remaining

GFA Under

Planned

Total

Unsold

Development

GFA

GFA

(sq.m.)

(sq.m.)

(sq.m.)

(sq.m.)

(%)

Residential

297,012

2,045,972

4,012,285

6,355,269

66.2

Commercial for sale

58,909

533,301

364,459

956,669

10.0

Commercial held or intended to be

held for investment

490,306

268,294

-

758,600

7.9

Hotel

-

72,948

5,327

78,275

0.8

Car parking spaces

64,336

436,369

117,974

618,679

6.4

Ancillary

23,033

175,528

279,059

477,620

5.0

Hospital

-

314,224

38,749

352,973

3.7

Others

-

685

-

685

-

Total

933,596

3,847,321

4,817,853

9,598,770(1)(2)

100

Total Attributable GFA

748,429

2,802,771

3,886,795

7,437,995

Note:

  1. Includes 1,436,370 sq.m. of planned GFA in respect of which the Group had received the confirmation letter on bidding for granting land use rights but had not yet obtained relevant land use rights certificates.
  2. The area of such land reserves does not include the development area of primary land development projects and urban redevelopment projects of the Group of 5.811 million sq.m.

Primary Land Development and Projects Developed under the "Urban Redevelopment" Policy

Apart from engaging in property development projects, the Group also actively undertakes primary land development projects as a strategic business in order to access potentially available land reserves. During the Reporting Period, the Group undertook primary land development, urban renewal and projects under the "Urban Redevelopment" policy in places including Beijing and Shenzhen.

- 26 -

Urban Redevelopment Project in Beijing

Since September 2007, the Group has undertaken a primary land development project in Beijing, namely the West Qinian Street Project, which is located in the west side of Qinian Street and less than one kilometer from Tian'anmen Square with a planned GFA of approximately 474,304 sq.m., comprising five land parcels. As at December 31, 2020, the demolition and relocation of the Land No. 4 and the Land No. 5 have been completed and preparation for launch to the market is in the process.

Urban Redevelopment Project in Shenzhen

In the first half of 2014, Shenzhen Dachaoshan Construction Co., Ltd.* (深圳市大潮汕建設 有限公司), a subsidiary of the Group, entered into an urban renewal cooperation agreement with Shenzhen Longgang Xikeng Co., Ltd.* (深圳市龍崗區西坑股份合作公司) to carry out the urban renewal project of the Xikeng community. The planned GFA of the project was about 3 million sq.m. The Group has completed the survey for the land ownership, residential population and building information in the Xikeng community, industry research, the urban renewal planning research program and consultation. The Phase I Project with a site area of 530,000 sq.m. and a planned GFA of approximately 1.4 million sq.m. had been approved by the Longgan District Government Leadership Group (龍崗區政府領導小組會) on December 14, 2018 and had completed the planning announcement in respect of the inclusion into the "2018 Longgan District Urban Renewal Plan - the Ninth Plan" (《二零一八龍崗區城市更 新計劃第九批計劃》) on December 30, 2018. A further approval has been obtained from relevant governmental authorities on the project at the end of February 2019. The special planning report documents for the first renewal unit were completed on May 30, 2019. In March 2020, the National Development and Reform Commission approved the construction plan for Metro Line 16 (Dayun-Xikeng Section) (Phase II). Xikeng Station of Metro Line 16 (Phase II) is located within the scope of the first renewal unit. The special plan has been adjusted by the Group in consideration of Xikeng Station and is being submitted to the review authority for review. Meanwhile, in consideration of the demolition work arrangement of the government for the metro, the Group has fully started the demolition negotiation for the first renewal unit. Subsequent thereto, the establishment of other projects will be commenced.

- 27 -

Financial Review

Revenue

For the Reporting Period, the Group's revenue decreased from RMB8,093.2 million for the year ended December 31, 2019 to RMB5,768.9 million in 2020.

Revenue from property development for the Reporting Period decreased from RMB7,256.7 million for the year ended December 31, 2019 to RMB5,016.8 million in 2020. Such decrease was mainly due to the deferred recognition of revenue as a result of the delayed development progress and property delivery of certain property projects of the Group due to the impact of the COVID-19 pandemic.

Cost of Sales and Services

The Group's cost of sales and services decreased from RMB5,954.5 million in 2019 to RMB4,723.4 million in 2020.

The Group's cost of property development decreased from RMB5,684.2 million in 2019 to RMB4,472.0 million in 2020. Such decrease was primarily due to the decrease in the GFA of properties delivered by the Group during the Reporting Period.

Gross Profit

For the Reporting Period, the Group's gross profit decreased from RMB2,138.7 million for the year ended December 31, 2019 to RMB1,045.5 million.

Such decrease was mainly due to the decline in the carried-forward gross profit of the real estate caused by the delayed development progress and property delivery of certain property projects of the Group due to the impact of the COVID-19 pandemic.

- 28 -

Net Profit

Net profit decreased from RMB1,219.6 million for the year ended December 31, 2019 to the profit for the year, excluding the one-off loss on disposal of the eight real estate project companies, was approximately RMB255.7 million. Such decrease was mainly due to the decline in the carried-forward profit of the real estate as a result of the slowdown of development progress of some of the Group's commercial housing due to the impact of the COVID-19 pandemic. During the Reporting Period, operations of the commercial properties held by the Group had also been affected by the pandemic to a certain extent, and the Group granted rental concessions to tenants during the pandemic, causing the lower gains on change in fair value for the current period.

Change in Fair Value of Investment Properties

Change in fair value of investment properties decreased from RMB1,061.4 million in 2019 to RMB315.0 million in 2020. Such decrease was mainly due to the facts that the operations of the commercial properties held by the Group had also been affected by the pandemic to a certain extent, and the Group granted rental concessions to tenants during the pandemic, causing the lower gains on change in fair value in the current period.

Other Gains and Losses

Other gains were RMB0.6 million for the Reporting Period, while other gains were RMB4.9 million for the year ended December 31, 2019. Such decrease was mainly due to the loss of RMB122.1 million incurred by the Group's termination of the capital contributions in eight real estate project companies in December 2020 and the gain from the disposal of investment properties of RMB182.5 million in 2020 and the inventory impairment of individual items, which was nil in 2019.

Other Income

Other income increased by 11.9% from RMB176.3 million for the year ended December 31, 2019 to RMB197.2 million for the Reporting Period, which was mainly due to the recognised income on capital employed with associates and joint ventures for the current year.

Distribution and Selling Expenses

Distribution and selling expenses decreased from RMB305.9 million for the year ended December 31, 2019 to RMB273.5 million for the Reporting Period. The decrease was mainly due to the reduced distribution and sales expenses caused by less marketing and promotion expenses as a result of the launch of an online sales platform "Ruianfang (瑞房網)" by the Group for housing sales during the Reporting Period.

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Administrative Expenses

Administrative expenses decreased by 16.0% from RMB556.8 million for the year ended December 31, 2019 to RMB467.7 million for the Reporting Period. Such decrease was primarily due to the improvement of the operating quality of the Group through the adjustment and optimization of the organizational structure during the Reporting Period, thereby reducing administrative expenses.

Finance Costs

Finance costs decreased by 38.7% from RMB404.7 million for the year ended December 31, 2019 to RMB248.0 million for the Reporting Period. Such decrease was primarily attributable to the exchange gains generated by senior notes of US$555 million for the current year and the decrease in finance costs of RMB256.3 million as a result of the decrease in the interest- bearing liabilities of RMB3,925.1 million during the Reporting Period.

Income Tax Expense

Income tax expense decreased from RMB826.6 million for the year ended December 31, 2019 to RMB383.1 million for the Reporting Period, primarily due to the decrease of profit before taxation. The PRC enterprise income tax and LVT of the Group for the Reporting Period were RMB270.4 million and RMB243.8 million, respectively.

Total Comprehensive Income

The Group's total comprehensive income decreased from RMB1,222.5 million for the year ended December 31, 2019 to RMB132.8 million for the Reporting Period. Such decrease was mainly due to the factors mentioned above.

Liquidity, Financial and Capital Resources

Cash Position

As at December 31, 2020, the Group's cash, restricted bank deposits and bank balances decreased from RMB2,216.2 million as at December 31, 2019 to approximately RMB1,896.1 million.

Borrowings

As at December 31, 2020, the Group had outstanding borrowings of RMB23,518.5 million, consisting of bank borrowings of RMB16,083.7 million, borrowings from trust financing arrangements of RMB386.3 million, other borrowings of RMB2,782.0 million, corporate bonds of RMB510.8 million and senior notes of RMB3,755.7 million.

As at December 31, 2020, the outstanding amount of the Group's borrowings from trust financing arrangements accounted for 1.6% of the balance of the Group's total bank and trust borrowings, compared to 18.4% as at December 31, 2019.

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Charge over Assets

Some of the Group's borrowings are secured by properties held for/under development, properties held for sale, investment properties and prepaid lease payments as well as property, plant and equipment and restricted bank deposits, or combinations of the above. As at December 31, 2020, the assets pledged to secure certain borrowing granted to the Group amounted to RMB38,020.4 million.

Financial Guarantees and Contingent Liabilities

In line with market practice, the Group has entered into arrangements with various banks for the provision of mortgage financing to its customers. The Group does not conduct independent credit checks on the purchasers, but rely on credit checks conducted by relevant banks. As with other property developers in the PRC, the banks usually require the Group to guarantee its customers' obligation to repay the mortgage loans on the properties. The guarantee period normally lasts until the bank receives the strata-title building ownership certificate (分戶產 權證) from the customer as security of the mortgage loan granted. As at December 31, 2020, the Group's outstanding guarantees in respect of the mortgages of its customers amounted to RMB6,774.3 million. Save as disclosed in this announcement, the Group had no other material contingent liabilities as at December 31, 2020.

Foreign Exchange Risk

Almost all of the Group's operating activities are carried out in the PRC with most of the transactions denominated in Renminbi. As at December 31, 2020, the balance of the Company's senior notes amounted to US$555 million. As a result of the issuance of such U.S. dollar senior notes, the Group would be subject to foreign currency risk arising from the exchange of Renminbi against U.S. dollars.

In addition, Renminbi is not freely convertible into foreign currencies and the conversion of Renminbi into foreign currencies is subject to rules and regulations of the foreign exchange control promulgated by the PRC government. The Group does not have a foreign currency hedging policy. However, the Directors will monitor the Group's foreign exchange risk closely and may, depending on the circumstances and trend of foreign currency, consider adopting suitable foreign currency hedging policy in the future.

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Subsequent Event of Material Acquisition and Significant Investments

On August 31, 2017, Shantou Garden Group Co., Ltd.* ("Garden Group"), a wholly-owned subsidiary of the Company, signed seven agreements to acquire 10% equity interest in seven real estate companies, namely Guangdong Hongtai Guotong Real Estate Co., Ltd.* (廣東宏 泰國通地產有限公司), Guangdong Guosha Real Estate Co., Ltd.* (廣東國廈地產有限公 司), Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd.* (天津天富融盛房地產 開發有限公司), Sanya Jingheng Properties Co., Ltd.* (三亞景恒置業有限公司), Handan Guoxia Real Estate Development Co., Ltd.* (邯鄲市國夏房地產開發有限公司), Chongqing Guosha Real Estate Development Co., Ltd.* (重慶國廈房地產開發有限公司) and Jiangmen Yinghuiwan Real Estate Co., Ltd.* (江門映暉灣房地產有限公司) (the "Seven Target Companies"). On April 27, 2018, the Company signed seven additional capital contribution agreements with such companies and their existing shareholders to, among other things, make further capital contributions in the Seven Target Companies. On November 23, 2018, Beijing Guoxing Wanxun Technology and Trade Consulting Co., Ltd.* (北京國興萬訊科貿諮詢有限 公司), a wholly-owned subsidiary of the Company, signed a capital contribution agreement to subscribe for 51% equity interest in Shijiazhuang Guosha Real Estate Development Co., Ltd.* (石家莊國廈房地產開發有限公司) ("Shijiazhuang Guosha").

Given that the projects of the Seven Target Companies and Shijiazhuang Guosha are mostly located in third- and fourth-tier cities, where the market is subject to significant volatility from policies, the Company plans to transfer investments scattered in third-andfourth-tier cities to core cities such as Beijing and Shenzhen. Besides, the existing Beijing Qinian Street and Shenzhen Xikeng projects have gradually established under the long- term operation of the Company with high quality, and therefore the maintenance and appreciation of investment value can be well guaranteed. After deliberate consideration by the Board of the Company, and the approval granted by the Shareholders of the Company at the extraordinary general meeting held on December 14, 2020, the Company entered into eight termination agreements with Seven Target Companies, Shijiazhuang Guosha and their respective existing shareholders to terminate the capital contribution arrangements. Since December 14, 2020, Seven Target Companies and Shijiazhuang Guosha are no longer subsidiaries of the Company.

Disposal

On August 7, 2020, an indirect wholly-owned subsidiary of the Company entered into an equity transfer agreement with Shantou Xiaxi Business Management Co., Ltd.* (汕頭市廈 浠商業管理有限公司) ("Xiaxi Business Management") and Shantou Glory Construction Materials and Household Exhibition Center Co., Ltd.* (汕頭國瑞建材家居博覽中心有限 公司) (the "Target Company"), pursuant to which, the indirect wholly-owned subsidiary of the Company agreed to sell and Xiaxi Business Management agreed to purchase 90% equity interests in the Target Company for a consideration of RMB540,000,000. Upon the completion of the transaction, the Company will no longer hold any equity interest in the Target Company. For details, please refer to the announcement of the Company dated August 7, 2020 in relation to the disposal of 90% equity interest in the Target Company.

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Future Plans for Material Investments or Capital Assets

The Group will continue to invest in its property development projects and acquire suitable land parcels in selected cities, if it thinks fit. It is expected that internal resources and bank borrowings will be sufficient to meet the necessary funding requirements. Save as disclosed in this announcement, the Group did not have any future plans for material investments or capital assets as at the date of this announcement.

Employees and Remuneration Policies

As at December 31, 2020, the Group had approximately 737 employees. For the Reporting Period, the Group incurred employee costs of approximately RMB335.6 million. Remuneration for the employees generally includes salary and performance-based quarterly bonuses. As required by applicable PRC laws and regulations, the Group participates in various employee benefit plans of the municipal and provincial governments, including housing provident funds, pension, medical, maternity, occupational injury and unemployment benefit plans.

Full Redemption of U.S.$300,000,000 7% Senior Notes due March 21, 2020

On March 21, 2020, the Company completed full redemption in cash of the outstanding portion of the notes due March 21, 2020, further details of which were disclosed in the announcement of the Company dated March 23, 2020.

Full Redemption of U.S.$100,000,000 10.00% Senior Notes due June 7, 2020

In June 2020, the Company fully redeemed US$100,000,000 10.0% Senior Notes due June 7, 2020. After the redemption was completed, such Notes were fully cancelled and there was no issued and outstanding US$100,000,000 10.0% Senior Notes due June 7, 2020.

SUBSEQUENT EVENTS AFTER THE REPORTING PERIOD

On January 26, 2021, the Company successfully issued US$323,745,000 14.25% senior notes due 2024 on the Stock Exchange. Further details of the issuance of senior notes are disclosed in the announcements of the Company dated January 12, January 18, January 21, January 25 and January 26, 2021.

On March 1, 2021, the Company completed the redemption of 13.5% senior notes due 2022 (the "2022 Notes") in cash, at a price of US$159,591,000 equal to the aggregate principal of the 2022 Notes of US$149,500,000 for which part of holders have exercised their redemption options plus accrued interest to the redemption options date. Upon the completion of the redemption, the remaining outstanding principal amount of the 2022 Notes will be US$4,900,000. Further details of the redemption of part of the 2022 Notes were disclosed in the announcement of the Company dated March 1, 2021.

FINAL DIVIDEND

The Board did not recommend any payment of final dividend for the year ended December 31, 2020.

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ANNUAL GENERAL MEETING

The annual general meeting ("AGM") of the Company will be held on June 30, 2021. A notice convening the AGM will be published and despatched to the shareholders in the manner required by the Rules Governing the Listing of Securities of the Stock Exchange (the "Listing Rules").

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining shareholders who are entitled to attend and vote at the forthcoming AGM to be held on June 30, 2021, the register of members of the Company will be closed from June 25, 2021 to June 30, 2021, both days inclusive. In order to qualify for attending and voting at the AGM, all transfer documents shall be lodged for registration with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on June 24, 2021.

CORPORATE GOVERNANCE PRACTICES AND OTHER INFORMATION

The Company is committed to maintaining high standards of corporate governance with a view to assure the conduct of management of the Company as well as protecting the interests of the Shareholders. The Company has always recognized the importance of the Shareholders' transparency and accountability.

The Company has adopted the Corporate Governance Code (the "CG Code") as set out in Appendix 14 to the Listing Rules as its own code of corporate governance. Under the current organization structure of the Company, Mr. Zhang Zhangsun ("Chairman Zhang") is the chairman of the Board and the president of the Company. The roles of both chairman and president being performed by the same person deviates from the CG Code. Chairman Zhang has been overseeing the Group's strategic planning, development, operation and management since the Group was founded. The Company believes that the vesting of the roles of chairman and president in Chairman Zhang is beneficial to the business operations of the Group and will not have a negative impact on the management of the Group. The balance of power and authority is ensured by the operation of the senior management and the Board, which comprise experienced and high caliber individuals. The Board currently comprises five executive Directors and three independent non-executive Directors, and therefore has fairly strong independence in its composition. Save as disclosed herein, the Company has complied with the code provisions as set out in the CG Code for the Reporting Period. The Company will continue to review and enhance its corporate governance practices to ensure compliance with the CG Code.

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COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Listing Rules as its own code of conduct regarding Directors' securities transactions. Having made specific enquiries with all the Directors, each of the Directors has confirmed that he/she has complied with the Model Code for the Reporting Period.

PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANY

For the Reporting Period, save as disclosed in this announcement, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities.

SUFFICIENCY OF PUBLIC FLOAT

The Stock Exchange granted to the Company, at the time of its listing in 2014, a waiver from strict compliance with Rule 8.08(1) of the Listing Rules (the "Public Float Waiver"). Pursuant to the Public Float Waiver, the Company's prescribed minimum percentage of shares which must be in the hands of the public must not be less than 15% of the total issued share capital of the Company. Based on the information that is publicly available to the Company and to the knowledge of the Directors, the Company has maintained the prescribed amount of public float as required by the Public Float Waiver as at the date of this announcement.

AUDIT COMMITTEE

The Company has established an audit committee (the "Audit Committee") with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the CG Code. The Audit Committee consists of three independent non-executive Directors including Mr. Luo Zhenbang, Mr. Lai Siming and Ms. Chen Jingru. The Audit Committee is chaired by Mr. Luo Zhenbang.

The Audit Committee has reviewed with the management and the Company's auditors, Deloitte Touche Tohmatsu, the accounting principles and policies adopted by the Group, as well as laws and regulations, and discussed, among other things, internal control and financial reporting matters of the Group, including review of the annual results for the year ended December 31, 2020.

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PUBLICATION OF THE ANNUAL RESULTS AND ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2020 ON THE WEBSITES OF THE STOCK EXCHANGE AND THE COMPANY

This announcement is published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.glorypty.com). In accordance with the requirements under the Listing Rules which are applicable to the Reporting Period, the annual report for the year ended December 31, 2020 will be dispatched to the Shareholders and published on the respective websites of the Stock Exchange and the Company in due course.

RESUMPTION OF TRADING

At the request of the Company, trading in the shares and debt securities of the Company (stock codes: 5834 and 40558) on the Stock Exchange has been suspended since 9: 00 a.m. on April 1, 2021 pending the publication of the audited results of the Group for the year ended December 31, 2020 as set out in this announcement. The Company has made an application to the Stock Exchange for the resumption of trading in the shares and debt securities of the Company (stock codes: 5834 and 40558) on the Stock Exchange with effect from 9: 00 a.m. on April 12, 2021.

By Order of the Board

Guorui Properties Limited

Zhang Zhangsun

Chairman

Beijing, the PRC, April 11, 2021

As at the date of this announcement, the board of directors of the Company comprises Mr. Zhang Zhangsun, Ms. Ruan Wenjuan, Ms. Zhang Jin, Mr. Lin Yaoquan and Ms. Dong Xueer as executive Directors and Mr. Luo Zhenbang, Mr. Lai Siming and Ms. Chen Jingru as independent non-executive Directors.

  • Denotes English translation or transliteration of the name of a Chinese company or entity or vice versa and is provided for identification purposes only.

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Guorui Properties Ltd. published this content on 11 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2021 12:02:01 UTC.