www.ccproperties.com.hk
CHINA CENTRAL PROPERTIES LIMITED   ANNUAL REPORT 2008
CHINA CENTRAL PROPERTIES LIMITED
ANNUAL REPORT
 
2008
Listed on the Alternative Investment Market  
of the London Stock Exchange (“AIM”), 
China Central Properties Limited (“CCP” or the 
“Company”) is a real estate investment company 
focusing on the development of partially-
completed property projects in major and 
secondary cities in the Chinese Mainland. 
The Company is affiliated with the Shui On Group, 
which is a leader in property investment and 
development, construction and construction 
materials in China.
CORPORATE PROFILE www.ccproperties.com.hk
CHINA CENTRAL PROPERTIES LIMITED   ANNUAL REPORT 2008
CHINA CENTRAL PROPERTIES LIMITED
ANNUAL REPORT
 
2008
Listed on the Alternative Investment Market  
of the London Stock Exchange (“AIM”), 
China Central Properties Limited (“CCP” or the 
“Company”) is a real estate investment company 
focusing on the development of partially-
completed property projects in major and 
secondary cities in the Chinese Mainland. 
The Company is affiliated with the Shui On Group, 
which is a leader in property investment and 
development, construction and construction 
materials in China.
CORPORATE PROFILE 	 01	 Corporate 	 Profile
	 02 	 	 Highlights
	 04 	 	 Chairman’s 	 Statement
	 10 	 	 Management 	 Discussion	 and	 Analysis
	 25 	 	 Corporate 	 Governance	 Report
	 36 	 	 Biographies 	 of	 Directors	 and	 Members	 of	 	 the	 Investment	 Committee
	 41	 Report 	 of	 the	 Directors	 	 45	 Independent 	 Auditor’s	 Report
	 47	 Consolidated 	 Income	 Statement
	 48	 Consolidated 	 Balance	 Sheet
	 50	 Consolidated 	 Statement	 of	 Changes	 in	 Equity
	 51	 Consolidated 	 Cash	 Flow	 Statement
	 54	 Notes 	 to	 the	 Consolidated	 Financial	 Statements
	 Inside 	 Back	 Corporate 	 Information
CONTENTS CHINA	CENTRAL	PROPERTIES	LIMITED
HIGHLIGHTS
• Turnover was US$326 million (2007: US$63 
million), delivering profit of US$15.7 million 
(2007: US$3.7 million) and earnings per share 
of US 5.37 cents (2007: US 1.99 cents) during 
the year.
• Final dividend for the year is 0.5 pence, 
bringing the total dividend for the year to 
1.5 pence (approximately US 2.5 cents).
• Net asset value, per audited financial 
statements, at 31 December 2008 was 
US$2.27 per share (2007: US$2.02 per share).
• By 30 June 2008, net funds raised in 
June 2007 of approximately US$535 million 
were fully invested.
• Of the six projects injected into CCP 
at listing (the “Initial Portfolio”) by 
Shui On Construction and Materials Limited 
(“SOCAM”) and other joint venture partners, 
Huapu Centre and Shengyuan Centre in 
Beijing, Xiwang Building in Dalian as well as 
nearly all of the units of Central International 
Plaza in Qingdao were disposed of within 
the Company’s overall profit target. 
Approximately 22,000 square metres (“sqm”) 
of Central Point in Chengdu were also sold 
in September 2008.
• The cash reserves generated from these 
sales will allow CCP to weather the current 
worldwide economic downturn comfortably 
and reinvest for growth should suitable 
opportunities arise.
• Since listing, eight more projects have been 
acquired with an attributable developable 
gross floor area (“GFA”) of approximately 
1,073,000 sqm, representing an increase of 
127% on the Initial Portfolio of 473,000 sqm.
Initial Portfolio at Admission
   473,000	 sqm
Since Admission (up to 31 March 2009)
 		 +780,000	 sqm	 (+165%)
Gross Development Value as at 31 March 2009
   US$1,811	 million
2 ANNUAL	REPORT	2008
As	 at	 31	 March	 2009
GFA	 by	 City
Gross	 Development	 Value	 (“GDV”)	 by	 City
GFA	 by	 Property	 Type
Property Portfolio
			 	City
■ Shenyang 45%
■ Chengdu 26%
■ Chongqing 15%
■ Guangzhou 8%
■ Beijing 6%
Total	GFA 1,253,000	sqm
				Property	Type
■ Residential 48%
■ Hotel	⁄	Serviced	 Apartment
20%
■ Office 17%
■ Retail 15%
				City
■ Shenyang 39%
■ Chengdu 20%
■ Chongqing 16%
■ Guangzhou 15%
■ Beijing 10%
Total	GDV US$1,811	million
3 CHAIRMAN’S STATEMENT
CHINA CENTRAL PROPERTIES LIMITED
Steady Progress
It gives me great pleasure to present the 
second annual report of China Central 
Properties Limited (“CCP” or the 
“Company”). 
The Company was established to invest in 
partially-completed properties in China. 
In the past year, we have continued to 
demonstrate our capability as the leading 
investor in these partially-completed 
property assets and our ability to convert 
them into modern commercial facilities 
and residential towers. 
For the year ended 31 December 2008, 
CCP achieved a turnover of US$326 
million, delivering profit attributable 
to shareholders of US$15.7 million and 
basic earnings per share of US 5.37 cents. 
The Board has approved a final dividend 
of 0.5 pence (approximately US 0.7 cent) 
per share to shareholders whose names 
appear on the Company’s register of 
members at the close of business on 17 
April 2009. The final dividend will be 
paid on 6 May 2009. Together with the 
interim dividend of 1.0 pence, the full 
year dividend amounts to 1.5 pence per 
share (approximately US 2.5 cents). CHAIRMAN’S STATEMENT
The Right Decision at The Right Time
I am pleased to report that your Company ended the year successfully 
with a significant amount of net cash and in a very strong financial 
position that perhaps not many other property businesses can enjoy 
in today’s worldwide financial crisis. 
The strategy set at the time of the AIM listing in June 2007 has 
largely been achieved despite the very challenging market conditions.  
In June 2008, CCP had fully invested the net funds of US$535 
million raised at the IPO in June 2007.  Of the six properties 
injected by Shui On Construction and Materials Limited and other 
joint venture partners into CCP at the time of the AIM listing, the 
Company disposed of three of the projects en bloc during the year, 
namely Huapu Centre and Shengyuan Centre in Beijing, and Xiwang 
Building in Dalian.  Half of Central Point (Phase I) in Chengdu and 
substantially all of the units of Central International Plaza in Qingdao 
have also been sold.  Despite the depressed property market in the 
Chinese Mainland, these properties attracted a number of buyers 
which reflected a recognition of the quality of our products and 
their prime locations. Together, these sales generated a substantial 
and valuable amount of cash inflow and our overall profit target 
was achieved. Currently, excluding the disposed properties, the net 
increment in our portfolio still resulted in a holding of 1,253,000 
sqm of developable space, compared with 473,000 sqm at the time 
of the AIM listing.  
ANNUAL REPORT 2008
5 CHINA CENTRAL PROPERTIES LIMITED
CHAIRMAN’S STATEMENT
Continuing Confidence in China
Throughout the greater part of 2008, austerity 
measures were in force in the Chinese Mainland to 
curb the overheated economy.  However, the severity 
and uncertainty of the global financial crisis in the 
past few months drastically reversed earlier fast growth 
trends.  Growth has declined to a seven-year low of 9% 
in 2008.  There had been a sharp decline in the export 
market with the Chinese government encouraging 
domestic consumption to try and fill the gap in export.  
Equipped with a substantial foreign exchange reserve 
and with operations of major financial institutions 
relatively intact, the Central Government was able to 
respond promptly, relaxed austerities measures and put 
in place stimulus measures across the board. A series 
of macro-economic policy adjustments and a major 
stimulus package of RMB4 trillion were announced 
to ensure continued growth of around 8% in the 
current year.  The Chinese Mainland appears to be in 
a very strong position compared with others around 
the world to weather the economic downturn with 
its leaders confident on achieving the challenging 
8% growth target in 2009. A prolonged recession 
is unlikely to persist in the Chinese Mainland and 
it appears that it will be among the first of the big 
nations to emerge from the current crisis.  
6 ANNUAL REPORT 2008
THE RIGHT 
DIRECTION & DECISION
To acquire partially-completed properties in major and 
secondary cities in the Chinese Mainland, redevelop into 
high quality buildings, and dispose at desirable moments.
7 CHAIRMAN’S STATEMENT
Looking Ahead
Amid the deterioration in the Chinese economy, 
opportunities abound in distressed properties with 
investments potential, albeit expectation gap between 
buyers and sellers can be wide apart at times.  As 
great volatility and further shockwaves from the 
rapidly deteriorating economies around the world 
are still possible, we will be closely monitoring the 
market situation in the first half of 2009 and carefully 
guarding our valuable cash reserves in readiness for 
acquisitions should good opportunities arise.
Meanwhile, existing projects, backed by the Company’s 
ample resources, are progressing on schedule and 
construction has started on a number of sites 
with corresponding marketing and sales efforts.  
Completion of CCP’s larger projects should coincide 
with the recovery of the Chinese economy and form 
the core for recurrent income and profits.
I would like to express my thanks for the contribution 
of Mr. David Wong, the former Managing Director 
who left the Company during 2008 to pursue other 
interests.  I would also like to thank our directors, 
management and staff for their valuable contributions 
during 2008, and our Shareholders for their continued 
support and confidence in the Company. 
Vincent H. S. Lo
Chairman
Hong Kong, 2 April 2009
CHINA CENTRAL PROPERTIES LIMITED
8 COMPETITIVE
ADV ANTAGE
Through affiliation with Shui On Group  
and expertise of the asset manager. CHINA CENTRAL PROPERTIES LIMITED
Financial Highlights
2008
US$
2007
US$
For the year/period ended 31 December 
Turnover 326.2 million 63.0 million   
Profit attributable to Shareholders 15.7 million 3.7 million
Basic earnings per share 0.05 0.02
Dividend per share 1.5 pence
(approximately US 2.5 cents)
Nil
As at 31 December
Total assets 961.5 million 1,091.4 million
Net assets 638.7 million 602.7 million
Net asset value per share 2.27 2.02
Business Review
The Company entered its second year of operation after listing and has made good progress in 
investing in the niche market of partially-completed properties in the Chinese Mainland.
During the year, the following major events were accomplished:
• By 30 June 2008, net funds raised in June 2007 of approximately US$535 million were 
fully invested.
• Of the six projects injected into CCP at listing (the “Initial Portfolio”) by Shui On 
Construction and Materials Limited (“SOCAM”) and other joint venture partners, Huapu 
Centre and Shengyuan Centre in Beijing, Xiwang Building in Dalian as well as nearly all of 
the units of Central International Plaza in Qingdao were disposed of within the Company’s 
overall profit target. Approximately 22,000 sqm of Central Point in Chengdu were also sold 
in September 2008.  
• The substantial proceeds generated from these sales put the Company in a net cash position 
at year end.  These cash reserves will allow CCP to weather the current worldwide economic 
downturn comfortably and reinvest for growth should suitable opportunities arise.
• Construction work on four of the six projects in the Initial Portfolio was substantially 
completed.
• Since listing, eight more projects have been acquired with an attributable developable gross 
floor area (“GFA”) of approximately 1,073,000 sqm, representing an increase of 127% on 
the Initial Portfolio of 473,000 sqm.
MANAGEMENT DISCUSSION AND ANALYSIS
10 ANNUAL REPORT 2008
Beijing Shengyuan Centre
MANAGEMENT DISCUSSION AND ANALYSIS
11 MANAGEMENT DISCUSSION AND ANALYSIS
CHINA CENTRAL PROPERTIES LIMITED
Our Diverse Property Portfolio
The table below summarises the Company’s total developable GFA as at 31 March 2009:
All GFA figures are in square metres rounded to the nearest thousand
Project Name Location
 Total
 Developable
 GFA 
Estimated 
Completion 
Year Property Type
Huapu Centre
- disposal
Beijing 128,000
 (128,000 )
** Commercial
Shengyuan Centre
- disposal
Beijing 43,000
 (43,000 )
** Commercial
Fengqiao Villas Beijing 76,000 2010 Residential
Central Point
- disposal
Chengdu 120,000
 (22,000 )
2010 Composite
Orient Home * Chengdu 227,000 2012 Composite
Ruiqi Building Chongqing 86,000 2009 Composite
Haomen Building Chongqing 10,000 # Commercial
Nanyang Building Chongqing 53,000 2011 Residential and retail
Qianxinian Building Chongqing 35,000 2009 Commercial and retail
Xiwang Building
- disposal
Dalian 89,000
 (89,000 )
** Commercial
Chuangyi Centre Guangzhou 100,000 2011 Residential and retail
Central International Plaza
- disposal
Qingdao 63,000
 (57,000 )
** Composite
Central Plaza (Phase I) Shenyang 298,000 2011 Composite
Central Plaza (Phase II)* Shenyang 264,000 2013 Composite
TOTAL 1,253,000
* CCP has a 50% interest in Chengdu Orient Home and a 40% interest in Shenyang Central Plaza (Phase II).  The 
GFAs shown are the effective shares attributable to CCP .
** Substantially completed before disposal.
# CCP intends to sell the development in its existing conditions.
Note: Guangzhou Dapeng International Plaza, which CCP agreed to acquire in April 2008, has not been included in the 
above table due to the uncertainties described on page 20 below.
Asset Manager
SOCAM Asset Management (HK) Limited (“SAM”), a wholly-owned subsidiary of SOCAM, 
continued to act as CCP’s investment manager, contributing positively to CCP’s business 
development through their integrated capabilities in project identification, acquisition and 
disposal of assets as well as construction and project management. 
12 ANNUAL REPORT 2008
Beijing Huapu Centre
13 MANAGEMENT DISCUSSION AND ANALYSIS
Property Portfolio and Project Updates
CCP’s diversified portfolio of property projects are located in a number of major and secondary 
cities in China with rapid economic growth. Continued urbanisation is ensuring that both 
foreign and domestic investments are attracted to those cities.  The Company’s unique mode 
of business allows investors to access this niche market of partially-completed properties in 
China’s real estate market.  Having established a strong foundation in distressed assets, two 
new greenfield projects in Shenyang and Chengdu were acquired. These will complement 
the existing distressed asset portfolio and strengthen the income and profit potential in the 
medium term.
BEIJING
Beijing, the capital of China, is the third largest city after Chongqing and Shanghai with a 
population of 17 million.  It is recognised as the political, economic, cultural and educational 
centre of the Chinese Mainland. In 2008, Beijing’s per urban capita income reached RMB24,700, 
representing an increase of 12.4% from the previous year, and more than twice the level seen 
in 2000.   
Huapu Centre
This Grade-A commercial complex is in Beijing’s Dongcheng District, a prime commercial and 
business area, and comprises two 24-storey office towers above a retail podium. It has 128,000 sqm 
of mixed office and retail space. The Company sold its interest in Huapu Centre in February 2008 
to a Korean investor with a gain of approximately US$42 million.
Shengyuan Centre
Shengyuan Centre is in Beijing’s well-established business district and consists of two Grade-A 
office towers of 18 storeys and 9 storeys respectively providing 43,000 sqm of space. The project 
was sold to a Chinese aviation company in May 2008.
Fengqiao Villas
This development is a group of up-market western-styled villas in Beijing’s Shunyi District. The 
fifth ring road is nearby and Beijing International Airport is approximately 11 kilometres away.  
Shunyi is an affluent suburban area with various luxurious villa developments, international 
schools and a large expatriate population. The villa project has a total of 187 villas together 
with a clubhouse of 7,700 sqm.  The Company has already acquired 141 villas and efforts to 
add more villas to this development and the clubhouse will continue.
CHINA CENTRAL PROPERTIES LIMITED
14  
Beijing Shengyuan Centre
Beijing Huapu Centre 
 
Beijing Fengqiao Villas
ANNUAL REPORT 2008
15 MANAGEMENT DISCUSSION AND ANALYSIS
CHENGDU
Located in the southwest of China, Chengdu is the capital of Sichuan Province and the fifth 
largest city in Mainland China, with a population of over 11 million. It is one of China’s most 
important economic centres and transportation hubs and has been designated a Pilot Reform 
City.  Chengdu’s 2008 total GDP was RMB390 billion, representing year-on-year growth of 
around 12% which is among the highest of any city in China.  Per capita GDP in 2008 was 
over RMB30,000 per annum.
Central Point
Central Point is on the south bank of the scenic Jinjiang river and is adjacent to Chengdu’s 
new central business district.  The existing superstructure remained intact after the earthquake 
in May 2008. Phase I of the project consists of a 35-storey tower with office and serviced 
apartments.  The office portion was sold to a major Chinese bank in September 2008. A soft 
opening of the serviced apartments is planned in the third quarter of 2009 and an international 
company has been engaged to operate the apartments. Construction works have commenced 
on the adjacent Phase II which will be developed into a 31-storey Grade-A office tower. When 
fully developed, 120,000 sqm of GFA will be available by 2010. 
Orient Home
This project is owned by a 50-50 joint venture established in February 2008 between CCP and 
SOCAM.  Located in the Jinniu District, it is near one of the inner city ring roads as well as a 
major station of the future Metro Line interchange. A contemporary composite development 
will be built, comprising 13 residential towers, together with serviced apartments, office area 
and a retail podium. Work will commence this year and upon completion in 2012, the project 
will have a GFA of 454,000 sqm.
CHINA CENTRAL PROPERTIES LIMITED
16   Chengdu Orient Home
  (Computer rendering photo)
ANNUAL REPORT 2008
Chengdu Central Point 
(Computer rendering photo) 
17 MANAGEMENT DISCUSSION AND ANALYSIS
CHONGQING
Chongqing is China’s largest and most populous city with 32 million residents and spans over 
approximately 82,000 square kilometres.  Chongqing was separated from Sichuan province 
and became a municipality directly under the control of the central government in 1997.  
Rapidly urbanising, it is an important economic and commercial centre in the south-western 
region of China and houses many headquarters for the motor, steel and aluminum industries.  
Investing heavily in infrastructure in recent years, the strategic importance of Chongqing has 
been further enhanced by the construction of the Three Gorges Dam and its role as the gateway 
to the Central and Western provinces under China’s “Go West Policy”.  Chongqing’s GDP 
grew by an impressive 14.3% to RMB510 billion in 2008 and its annual GDP per capita has 
reached RMB17,800.
Ruiqi Building
Ruiqi Building is located near Chongqing’s central business district, adjacent to a number 
of luxury hotels and shopping centres.  The project has a 24-storey residential tower above a 
retail podium, with GFA of 86,000 sqm. Construction is underway and the project is set for 
completion in 2009. Marketing for both the residential and office components is expected to 
start later in 2009.
Haomen Building
This project is in the vicinity of the central business district and opposite the JW Marriott Hotel 
and the future Chongqing International Finance Centre. CCP intends to sell the development 
in its existing conditions in 2009. 
Nanyang Building
Nanyang Building is within the Nanan district and enjoys views of the Yangtze River. It 
is also near the Holiday Inn Hotel as well as the Chongqing International Convention and 
Exhibition Centre. The existing commercial building will be demolished and redeveloped 
into two luxurious residential blocks with a GFA of 53,000 sqm.  Planning approval and re-
designation of this zone are underway.
Qianxinian Building
The property is located in the busy Guangyinqiao shopping area with a total GFA of 35,000 sqm.  
The initial development plan was to convert the building into an upmarket 21-storey office 
tower.  However, CCP is now looking at a more attractive exit strategy involving en-bloc 
disposal, with minimum cost of refurbishment.
CHINA CENTRAL PROPERTIES LIMITED
18 ANNUAL REPORT 2008
  
Chongqing Ruiqi Building 
(Computer rendering photo)
  
Chongqing Nanyang 
Building (Computer 
rendering photo)
Chongqing Qianxinian Building 
(Computer rendering photo)
19 MANAGEMENT DISCUSSION AND ANALYSIS
DALIAN
Dalian is the center of foreign trade in Liaoning Province and an important seaport in the 
northeast of the Mainland.  It has more than 6 million people and numerous Japanese, Korean 
and large western enterprises have set up manufacturing bases in the city. 
Xiwang Building
Xiwang Building, a Grade-A 40-storey office tower providing 89,000 sqm of space, is 
near the city centre of Dalian.  The building was sold to an international investment fund 
in September 2008 and the substantial sales proceeds of RMB1.05 billion (approximately 
US$153 million) were used to further strengthen the cash reserves of the Company. 
GUANGZHOU
Guangzhou is the capital of Guangdong Province in southern China, the economic centre of 
the Pearl River Delta. Numerous multinational and domestic manufacturing companies have 
established their headquarters and regional offices in this leading commercial city.  Guangzhou 
has grown rapidly in the past decade and its GDP , one of the largest among all major Chinese 
cities, has surged in recent years and exceeded RMB820 billion in 2008.
Chuangyi Centre
Chuangyi Centre is located in Tianhe district, a prominent and well-established residential and 
commercial area offering easy access to a Metro Line station.  It has three residential towers 
and a block of serviced apartments, providing a GFA of 100,000 sqm.  Works will commence 
in the second half of 2009 and are scheduled for completion in 2011.  
Dapeng International Plaza
This 51-storey office tower has a retail podium adjacent to the Guangzhou Garden Hotel in 
the heart of Guangzhou city with a GFA of 129,000 sqm.  However, the Company decided it 
was prudent to withdraw from the transaction after the vendor failed to fulfill certain major 
conditions connected with the sale.
CHINA CENTRAL PROPERTIES LIMITED
20 Dalian Xiwang Building 
 
 Guangzhou Chuangyi Centre 
    (Computer rendering photo)
ANNUAL REPORT 2008
21 MANAGEMENT DISCUSSION AND ANALYSIS
QINGDAO
Qingdao is in eastern Shandong Province and is a major marine transportation and industrial 
city.  It covers an area of approximately 11,000 square kilometres and has a population of 
7.3 million.  Substantial foreign investments in industries such as chemical processing, heavy 
manufacturing, and the fast growing high-tech sector have strengthened the city’s impressive 
economic growth.
Central International Plaza
Central International Plaza is situated next to Qingdao’s central business district. The project 
consists of a residential and commercial tower, with a total GFA of 63,000 sqm.  Upgrading 
work was completed in 2007. At year end of 2008, the entire office space had been sold and a 
small number of retail and residential units remained.
SHENY ANG
Shenyang is the capital city of Liaoning Province in northeast China with an area of 13,000 
square kilometres and a population of 7.2 million. Shenyang is home to various heavy 
industries including aerospace, automotive and high technology.  The city’s GDP in 2008 
was approximately RMB390 billion, with an annual per capita GDP of RMB50,000.  The 
Central Government’s recent policy of revitalising the three northeast provinces of China is 
expected to benefit Shenyang.  Major Hong Kong-based developers have acquired sizable sites 
for development in this city.
Shenyang Central Plaza, Phase I
Purchased at an auction in 2007, this partially-completed property is located at the north end 
of the “Golden Corridor”, the future business and economic centre of Shenyang. It is also close 
to the city’s cluster of government central administration office buildings. This 298,000 sqm 
high quality contemporary complex comprises four residential towers, two commercial towers 
and a retail podium. Construction is progressing on schedule and pre-sale activities are expected 
to commence in the latter part of 2009. Completion of the project is scheduled in 2011 to 
coincide with the opening of the No. 2 Metro Line. This project is now wholly owned by CCP 
following the acquisition of the 30% interest held by a co-investor in early 2009.
Shenyang Central Plaza, Phase II
This is a joint venture between SOCAM and another CCP shareholder in which the Company 
has a 40% interest.  A detailed development plan is under preparation for this greenfield site 
and construction will commence in the second half of 2009.  Fourteen residential towers, a hotel, 
serviced apartments, two office towers and a retail podium will provide a GFA of approximately 
660,000 sqm. Together with the adjoining Phase I, the combined development will be a major 
landmark and hub in Shenyang’s “Golden Corridor” upon completion in 2013. 
CHINA CENTRAL PROPERTIES LIMITED
22 Qingdao Central 
International Plaza
ANNUAL REPORT 2008
 
Shenyang Central Plaza, Phase II
  (Computer rendering photo)
 
Shenyang Central Plaza, Phase I
   (Computer rendering photo)
23 MANAGEMENT DISCUSSION AND ANALYSIS
CHINA CENTRAL PROPERTIES LIMITED
Outlook
The Chinese government reacted swiftly to the global financial turmoil and made a concerted 
effort to ensure that the country will continue to grow at a steady pace.  Measures announced by 
year end include a major package of RMB4 trillion (approximately US$585 billion) to stimulate 
domestic consumption and the provision by banks of substantial liquidity.  It is expected that the 
8% GDP growth target set by the Chinese government for 2009 is achievable.  The attainment 
of this target will also assist other major economies around the world in recovering from the 
worldwide recession.  All signs are pointing to the Chinese Mainland being the first of the big 
nations to emerge from the financial crisis when market conditions return to stability.
Judging the right time for acquisitions and disposals has been a key element of CCP’s success to 
date.  The decision in 2008 to dispose of major properties then on hand prior to the deepening 
of the worldwide financial crisis in the last quarter of 2008 has put CCP in an enviable position 
of holding a large amount of cash. At the end of 2008, CCP’s cash exceeded both its bank loans 
and outstanding convertible bonds.
As the turmoil in 2008 is carried over into 2009, market conditions will remain highly volatile.  
Continued pressure on property developers is evident and consolidation has forced weaker players 
to dispose of assets and exit the market. This trend will serve CCP’s business model well.
Your Company will carefully observe clearer market signals in the first half of 2009 before 
undertaking new projects or investments, with much stricter criteria on investment returns.  
A strong deal pipeline will be maintained, with main focus on distressed properties while 
attractive greenfield projects will also be examined.
Meanwhile, major projects in CCP’s existing portfolio have progressed broadly in line with 
original investment plans and are expected to generate a steady stream of income and profits 
in the next three years. 
Leveraging on Shui On Group’s reputation in property development and the expertise of the 
asset manager, CCP will continue to have access to a wealth of experience. The outlook both 
in terms of current projects and the potential for acquiring new projects is positive and the 
management is confident that the Company will continue to be the leader in its unique field 
of operation.
24 CORPORATE GOVERNANCE REPORT
Introduction
CCP’s Board of Directors and management are committed to maintaining a high standard 
of corporate governance.  We believe that the practice of such standards will ensure sound 
stewardship and accountability, enhance business integrity and performance, while creating 
shareholder value over the long term.  
The principal rules applying to companies listed on the London Stock Exchange are contained 
in the Revised Combined Code on Corporate Governance of the Financial Reporting Council 
issued in June 2006 (the “Combined Code”).  Although the Company is not obliged by the 
listing rules of the AIM market of the London Stock Exchange (“AIM”) to adopt the Combined 
Code, the Board takes appropriate measures to ensure compliance to the extent appropriate, 
taking into account the size of the Company and the nature of its business.
This report explains how the main and supporting principles of the Combined Code were 
applied during the period.
The Board
The Board is responsible for providing leadership to the Company. It is collectively responsible 
for determining overall strategic direction and for directing the affairs of the Company to 
maximise value for the benefit of shareholders in accordance with the Company’s constitution 
and all relevant laws, regulations and applicable corporate governance standards.  It ensures 
that the right controls are in place and that these are complemented by appropriate financial 
and human resources.
The Board considers that the Executive and Non-Executive Directors together have the 
range of skills, knowledge and the experience necessary to enable them to effectively govern 
the business.
Board Composition
The Board currently comprises the following eight members listed below in the two boxes:
Mr. Vincent H. S. Lo
Non-Executive Chairman of the Board and member 
of the Remuneration Committee
Mr. Frankie Y . L. Wong Non-Executive Director
Mr. Raymond F. L. Wong
Executive Director, Chief Financial Officer, and 
Chairman of Investment Committee (appointed on 
29 October 2008)
ANNUAL REPORT 2008
25 The Company does not combine the role of the Chairman and the Executive Director. The 
Non-Executive Chairman is responsible for the leadership and management of the Board and 
for ensuring that the Board and its Committees function effectively.
The Executive Director is responsible for the executive management of the Company 
and implementing the Board’s strategy and policy. This ensures a clear division of 
responsibilities.
Independent Non-Executive Directors (“INEDs”)
Mr. David Eldon Chairman of the Remuneration Committee
Mr. Nicholas Brooke Member of the Audit Committee
Mr. Kay-Cheung Chan Chairman of the Audit Committee
Mr. Alexander R. Hamilton Member of the Audit Committee
Mr. Moses K. T. Tsang Member of the Remuneration Committee
There is a strong and independent non-executive element to the Board. For the year ended 
31 December 2008, the majority of Directors of the Company were INEDs, all of whom the 
Board has determined to be independent in both character and judgement.  In making this 
determination, the Board has considered whether there are relationships or circumstances which 
are likely to affect, or could affect, the judgement of any INED. The Board believes that it is 
evident from the INEDs’ background and experience detailed in this Annual Report that they 
have the necessary integrity and stature to perform their roles as INEDs. 
The INEDs come from varied commercial backgrounds and bring a wide range of skills and 
international business experience to the Company.  By exercising independent judgement on 
issues of strategy, performance and risk through their contribution to Board meetings and to 
the Board’s committee meetings, they make a valuable contribution to the Company. 
The remuneration of the INEDs consists only of fees; the INEDs do not participate in any 
performance-related pay arrangements.
Duties of the Directors
The Directors are required to act in the best interests of the Company and its shareholders and in 
a manner consistent with their fiduciary duties.  The Directors must demonstrate unquestioned 
honesty and integrity, be prepared to debate issues openly and constructively and be free to 
question or challenge the opinions of others.  The Directors are committed to the collective 
decision-making process of the Board.  
CHINA CENTRAL PROPERTIES LIMITED
CORPORATE GOVERNANCE REPORT
26 Each Director ensures that he can give sufficient time and attention to the affairs of the 
Company and that their other commitments do not conflict or materially interfere with their 
responsibilities to the Company.  All Directors disclose to the Board on their first appointment 
their interests as a Director or otherwise in other companies or organisations and such 
declarations are updated annually.
Each Director must ensure that no decision or action is taken that places his interests in front 
of the interests of the Company.  Should a potential conflict of interest involving a substantial 
shareholder or a Director arise, the matter will be discussed in an actual meeting.  INEDs with 
no conflict of interest will be present at meetings dealing with such conflict issues.
At the date of this report, none of the Directors has any competing interests which are required 
to be disclosed.
Indemnities and directors’ insurance have been provided to the Directors in connection with 
the performance of their responsibilities.
Support to the Board
The Directors have full access to relevant information both at the meetings and at regular 
intervals.  All Directors are free to include matters in the agenda for regular Board meetings.  
The Board is supplied with information in a form and of a quality to enable it to take informed 
decisions and to discharge its duties. All Directors are encouraged to make further enquiries 
as they consider appropriate of the Executive Director or management. Directors are provided 
with detailed briefings on the Company’s business activity and evolving opportunities together 
with the overall economic and competitive environment. Other areas addressed include legal 
issues and responsibilities of Directors, the Group’s governance arrangements and its investor 
relations programme.
Directors have unrestricted access to the advice and services of the Company Secretary, who 
is responsible to the Board for advice on corporate governance matters and for ensuring that 
Board procedures are followed and that the Company and the Board operate within applicable 
legislation, rules and regulations. The Company Secretary is also responsible for facilitating 
the programme of directors’ induction and professional development. The appointment and 
removal of the Company Secretary is a matter requiring approval of the Board.
The Company Secretary will also ensure good information flows within the Board. The 
Company Secretary keeps detailed minutes of each meeting, recording all matters considered 
by the Board, the decisions reached, and any concerns raised or dissenting views expressed by 
Directors.  Draft minutes are sent to all Directors in a timely manner for their comment and 
final versions of the minutes are available for inspection by all Directors at any time.  
ANNUAL REPORT 2008
27 CORPORATE GOVERNANCE REPORT
The Board and each Board Committees may engage legal, accounting, financial or other 
advisers as necessary, at the Company’s expense, in order to obtain advice to discharge their 
responsibilities.
Board Effectiveness
The effectiveness of the Board and its Committees is vital to the success of the Company 
and they therefore monitor and evaluate their own performance and the contribution made 
by individuals.
In this connection, no individual or group of Directors has unfettered powers of discretion and 
there is an appropriate balance between Executive and Non-Executive members of the Board.
Appointment, Re-election and Removal of Directors
The rules concerning the appointment and removal of Directors are contained in the Company’s 
Memorandum and Articles of Association (the “Articles”).  
The powers of the Directors are set out in the Articles.  The Directors may exercise all the 
Company’s powers except for those reserved for the shareholders.
The Articles provide that Directors may be appointed by a special resolution of the members 
or by a resolution of the Directors, provided that, in the latter instance, a Director appointed 
in this way retires at the first Annual General Meeting (“AGM”) following his appointment.  
The Articles also provide that at every AGM, at least one third of the Directors retire by rotation, 
and detail the circumstances in which they may be re-elected.  The Company’s members may 
remove a Director by passing a special resolution of which special notice has been given.
Induction and Training
New Directors participate in an initial induction designed to give Directors an understanding 
of the Company’s business and the markets in which it operates.  Site visits are arranged to 
enable Directors to more fully understand and appreciate the Company’s operations and 
investments. New Directors also meet with representatives from the Company’s auditors and 
advisers and with members of senior management who provide further information on the 
Company’s operations.
Directors are encouraged to update their skills, knowledge and familiarity with the Company 
through their ongoing participation at Board and Board Committee meetings.
All Directors are kept informed of changes in relevant legislation and changing commercial risks 
with the assistance of the Company Secretary, legal advisers and auditors, where appropriate.
CHINA CENTRAL PROPERTIES LIMITED
28 Board Meetings
The Board held seven meetings during the year ended 31 December 2008 and has a formal 
schedule of matters specifically reserved to it, including overall management and decisions 
on strategic issues, approval of annual budgets and material contracts. In addition, the Board 
regularly reviews investment proposals, considers operating and financial issues and monitors 
performance against plan.
Beyond these matters, the Board has delegated authority to achieve the corporate strategy and 
objectives to the Executive Director.  The Executive Director remains accountable to the Board 
for the authority that is delegated to him and for the performance of the business.
At each Board meeting, the Directors receive a detailed briefing from the Executive Director 
on important business topics. This is designed to help Non-Executive Directors enhance their 
understanding of key issues facing the Company.
The attendance record of each Director is set out below:
Name of Directors
 Attendance / 
  Number of meetings
Mr. Vincent H. S. Lo (Non-Executive Chairman) 7/7
Mr. Frankie Y . L. Wong 7/7
Mr. David W . K. Wong  (resigned effective from 1 November 2008) 5/5
Mr. Raymond F. L. Wong 7/7
Mr. David Eldon 7/7
Mr. Nicholas Brooke 7/7
Mr. Kay-Cheung Chan 7/7
Mr. Alexander R. Hamilton 6/7
Mr. Moses K. T. Tsang 5/7
Board and Other Committees
As part of good corporate governance practice, the Board has established a number of committees 
and provides sufficient resources to enable members of such committees to undertake their 
duties. During the year under review, those Board Committees comprised the Audit Committee 
and the Remuneration Committee. These Committees operated within defined terms of 
reference. They are properly authorised under the constitution of the Company to take decisions 
and act on behalf of the Board within parameters laid down by the Board.  The Board is kept 
fully informed of the work of these Committees.  Any issue requiring resolution will, where 
ANNUAL REPORT 2008
29 appropriate, be referred to the full Board.  The Executive Director is not a member of the Audit 
and Remuneration Committees although he may be invited to attend their meetings. 
The Investment Committee, details of which are set out below, has also been established by 
the Company.
Audit Committee
The key responsibilities of the Audit Committee are:
• to assist the Board to review the intended publication of financial statements relating to 
the performance of the Company, including the consideration of significant accounting 
policies, estimates and judgements applied;
• to review and assess the reports of the internal and external audit function and to monitor 
whether risk management and internal control systems are effective and to make appropriate 
recommendations to the Board;
• to carry out certain monitoring functions on behalf of the Board to ensure compliance 
with applicable external legal and regulatory requirements; and
• to review the qualifications, expertise, resources and independence of the external auditors 
and their performance and effectiveness as well as pre-approving all services provided by 
the external auditors.
The Audit Committee consists solely of INEDs.  Audit Committee meetings are also attended 
by the Executive Director and other members of senior management, as appropriate.  The 
Committee held three meetings during the year.  The attendance record of each member is 
as follows:
Name of Directors
 Attendance / 
  Number of meetings
Mr. Kay-Cheung Chan (Chairman) 3/3
Mr. Nicholas Brooke 3/3
Mr. Alexander R. Hamilton 3/3
The Audit Committee has full access to employees and all documentation and information 
it may require. Members of the Committee may, in pursuit of their duties, take independent 
professional advice on any matter at the Company’s expense.
During the year, the Audit Committee undertook each of the above responsibilities and in 
this connection received and reviewed relevant reports from management, as well as from the 
internal and the external auditors.  
CHINA CENTRAL PROPERTIES LIMITED
CORPORATE GOVERNANCE REPORT
30 Also, during the year, the Audit Committee agreed a work schedule of internal audit 
reviews of various of the Company’s processes and controls, and has considered the results of 
those reviews.
For the year ended 31 December 2008, the Audit Committee and the Board were able to 
conclude, with reasonable assurance, that appropriate internal control systems had been 
maintained throughout the year.
Remuneration Committee
The key responsibilities of the Remuneration Committee include: 
• agreeing performance frameworks, setting targets and reviewing performance of the 
Executive Director;
• determining the terms of service and remuneration of the Executive Director with the 
assistance of external independent advisors, if required; and
• recommending the level of fees for Non-Executive Directors.   
The Remuneration Committee consists entirely of INEDs and the Non-Executive Chairman.  
The Committee held two meetings during the year.  The attendance record of each member 
is as follows:
Name of Directors
 Attendance / 
  Number of meetings
Mr. David Eldon (Chairman) 2/2
Mr. Vincent H. S. Lo 2/2
Mr. Moses K. T. Tsang 2/2
Information on the remuneration of Directors is stated in note 10 of the financial statements.  
The Company did not issue any share options during the year ended 31 December 2008.
Investment Committee
The Company has established an Investment Committee whose members hold directorships of 
a wholly-owned subsidiary of the Company. That wholly-owned subsidiary is the intermediate 
holding company for the Group’s projects.  The Committee comprises Mr. Raymond F. L. Wong 
(the Chairman of the Committee, elected on 29 October 2008), Mr. Robert McCarthy, 
Mr. Zoltan Varga and Mr. John Zwaanstra, the latter three members having been nominated by 
major shareholders of the Company.  Members have a five-year term after which the Investment 
Committee is due to be re-elected by the Board. 
ANNUAL REPORT 2008
31 During the year, regular meetings of the Investment Committee were held.  The primary 
duty of the Committee is to review preliminary investment or disposal recommendations for 
property projects, following which a summary of the recommendation will be provided to the 
Board of the Company.  Information submitted to the Board may also include due diligence 
and relevant technical and analytical reports undertaken by external professional firms.
The decision as to whether or not to proceed with or dispose of an investment in a property 
will be made only by the Board of the Company. 
Directors’ Responsibility for the Financial Statements
The following statement, which should be read in conjunction with the independent auditor’s 
report, is made with a view to distinguishing for shareholders how the responsibilities of the 
Directors differ from those of the auditors in relation to the financial statements. 
Annual Report and Financial Statements
The Directors are responsible for the preparation of financial statements which give a true and 
fair view of the state of affairs of the Company as at the end of the financial year and of the 
profit or loss for the financial year.  The Directors have prepared the financial statements in 
accordance with International Financial Reporting Standards.  
Accounting Policies
The Directors consider that in preparing the financial statements, the Company has used 
appropriate accounting policies, consistently applied and supported by reasonable and prudent 
judgements and estimates, and that all applicable accounting standards have been followed.
Accounting Records
The Directors are responsible for keeping proper accounting records that disclose with reasonable 
accuracy at any time the financial position of the Company and to enable them to ensure that 
the financial statements comply with the requirements of the Isle of Man Companies Act 
2006 and the rules published by the London Stock Exchange governing admission to, and the 
operation of, AIM.
Safeguarding Assets
The Board is responsible for safeguarding the assets of the Company and for taking reasonable 
steps for preventing and detecting fraud and other irregularities. 
CHINA CENTRAL PROPERTIES LIMITED
CORPORATE GOVERNANCE REPORT
32 Going Concern
After making appropriate enquiries and examining major areas which could give rise to 
significant financial exposures, the Directors are satisfied that no material or significant 
exposures exist, other than as reflected in this Annual Report. The Directors therefore have 
a reasonable expectation that the Company has adequate resources to continue in operational 
existence for the foreseeable future.  For this reason they continue to adopt the going concern 
basis in preparing the financial statements.
Internal Controls, Auditors and Risk Management
The Combined Code requires Directors to review and report to shareholders on the Company’s 
internal control systems.
The Directors have overall responsibility for the system of internal controls that covers all 
aspects of the Company and the Board is committed to their continual enhancement.  The 
Audit Committee described above reports to the Board on its review of the effectiveness of 
the system of internal controls.
Strategic, commercial, operational and financial risk areas are all within the scope of such 
controls which, if implemented effectively, should manage, rather than eliminate, the risk 
of failure to meet business objectives and can provide reasonable, but not absolute, assurance 
against material misstatement or loss. Where failings or weaknesses are identified, necessary 
actions are taken to remedy any such failings or weaknesses.
Internal Audit
The Company has established a Corporate Review Department in which the major responsibility 
is the performance of internal audit assignments and to assist the Audit Committee to review 
regularly the performance of internal control systems.
The Corporate Review Department is fully independent of business operations. It advises 
management on the extent to which systems of internal control are adequate and effective to 
manage business risk, safeguard the company’s resources, and ensure compliance with legal 
and regulatory requirements. It provides objective assurance on risk and control to senior 
management and the Board.
It operates on a risk-based methodology and ensures that the Company’s key risk areas receive 
appropriate regular examination.
ANNUAL REPORT 2008
33 External Auditors
It is important to the Company that the independence of its external auditors is not compromised.  
Contracts for substantial non-audit work to be awarded to external auditors must be pre-approved 
by the Audit Committee and the scope of work determined to provide only efficiencies of scale 
and added value, with no adverse effect on actual or perceived independence of the audit work 
itself.  The external auditors contribute a further independent perspective on certain aspects 
of the internal controls system arising from their work and report accordingly.  
During the year, the Company’s auditors, Deloitte Touche Tohmatsu, provided audit services 
and non-audit services to the value of US$298,000 and US$112,000 respectively.  The costs 
incurred for the non-audit services represented professional fees in connection with the review 
of interim financial statements. 
 
Risk Management
Effective risk management is the responsibility of the Executive Director and senior 
management.
The following is a summary of the Company’s major risk management policies:
• the Company identifies risks within its operations and performs risk assessment on a regular 
basis, implements appropriate financial, operational and compliance controls to address 
the key risks identified, and closely monitors changes to such risks and the effectiveness 
of the related internal controls;
• the Company has developed a process for conducting risk management and analysis, and 
has categorised risks relevant to the Group as follows: market, competition, regulatory, 
financial, political, system controls, and strategic thinking and application;  and
• the Company has also put in place an independent internal mechanism for the 
Company’s management and employees to report any suspected cases of fraud, unethical 
practices and misconduct;
In order to provide relevant and timely information for controlling risks, management is also 
responsible for, inter alia, the following:
• reviewing operational reports from its asset management company on property purchases, 
sales and portfolio management;
• monitoring working capital and cashflow forecasts; and
• reporting regularly to the Board on financial, treasury and operational matters.
CHINA CENTRAL PROPERTIES LIMITED
CORPORATE GOVERNANCE REPORT
34 Code of Conduct
The Company’s Code of Conduct has been prepared and approved by the Board and is intended 
to help individual employees put the Company’s business principles into practice through 
basic rules and standards.  This Code of Conduct has been distributed to all staff and steps are 
regularly taken to ensure that staff understand the Code, the responsibility they have to abide 
by it, and how it relates to their daily work.
Shareholder Relations
Communication with Shareholders
The Board attaches particular importance to maintaining open and clear communication with 
investors, including institutional investors and private shareholders.  Care is exercised to ensure 
that any price sensitive information is released at the same time to all shareholders.  
The Company actively communicates with its shareholders and the Board as a whole is 
responsible for ensuring that this dialogue with shareholders takes place.  An effective investor 
relations programme is an important part of this dialogue and aims to provide existing and 
potential equity and bond investors with a means of developing their understanding of the 
Company and raising any concerns or issues they may have. As part of the programme, the 
Non-Executive Chairman and INEDs are available to meet investors from time to time. During 
the year, the Executive Director conducted a series of presentations with institutional and other 
investors, reviewing the Group’s strategy and prospects.  
On-going communication is also achieved through the publication of annual and interim 
reports, the announcement of significant transactions and developments affecting the Company, 
and the AGM.  The Company’s website, www.ccproperties.com.hk, contains corporate and 
investor information and is updated on a regular basis.
Annual General Meetings
The AGM provides shareholders with an opportunity to communicate with the Board.  
Shareholders will be invited to ask questions during the meeting and will have an opportunity 
to meet the Directors after the formal part of the meeting.  The Annual Report and Accounts 
and the notice of meeting are sent to shareholders at least 21 clear days prior to the date of 
the AGM.
ANNUAL REPORT 2008
35 CHINA CENTRAL PROPERTIES LIMITED
BIOGRAPHIES OF DIRECTORS AND MEMBERS 
OF THE INVESTMENT COMMITTEE
Board of Directors
Non-Executive Chairman
Mr. Vincent H. S. Lo
Aged 61, Mr. Lo has been the chairman of SOCAM since 1997 and is a member of SOCAM’s 
Remuneration Committee.  He is the chairman of the Shui On Group, which he founded 38 
years ago.  He is also the chairman and chief executive officer of Shui On Land Limited, which 
he established in 2004.  Mr. Lo is a member of The Eleventh National Committee of Chinese 
People’s Political Consultative Conference, the honorary life president of the Business and 
Professionals Federation of Hong Kong, the president of Shanghai - Hong Kong Council for 
the Promotion and Development of Yangtze, an economic adviser of the Chongqing Municipal 
Government, a vice-chairman of the Chamber of International Commerce Shanghai, an honorary 
court chairman of the Hong Kong University of Science and Technology.  Mr. Lo is currently a 
non-executive director of Great Eagle Holdings Limited and Hang Seng Bank Limited, both 
of which are listed in Hong Kong.  In September 2008, he retired as an independent non-
executive director of China Telecom Corporation Limited, a listed company in Hong Kong.
Mr. Lo was awarded the Gold Bauhinia Star in 1998 and appointed Justice of the Peace in 
1999 by the Government of the Hong Kong Special Administrative Region.  He was made an 
Honorary Citizen of Shanghai in 1999.  He was named Businessman of the Year by the Hong 
Kong Business Awards in 2001 (sponsored by DHL and the South China Morning Post) and 
received the Director of the Year Award in the category of Listed Company Executive Directors 
from the Hong Kong Institute of Directors in 2002.
Non-Executive Director
Mr. Frankie Y. L. Wong
Aged 60, Mr. Wong is the chief executive officer of SOCAM and was its vice-chairman from 
1997 to 2004.  He joined the Shui On Group in 1981 and has been the managing director 
of Shui On Holdings Limited since 1991.  He was a director of Shui On Land Limited from 
May 2004 to May 2006.  Prior to joining the Shui On Group, he had many years of banking 
experience with several major international banks in Hong Kong.  Mr. Wong graduated with 
a Bachelor of Science degree in Economics and a Master of Arts degree from the London School 
of Economics and Political Science and the University of Lancaster in the United Kingdom 
respectively.  He is one of the trustees of the Shui On Provident and Retirement Scheme, a 
non-executive director of CIG Yangtze Ports PLC, Walcom Group Limited (listed on AIM), 
Cosmedia Group Holdings Limited (delisted from AIM in December 2008) and an independent 
non-executive director of Solomon Systech (International) Limited.
36 ANNUAL REPORT 2008
Executive Director
Mr. Raymond F. L. Wong
Aged 54, Mr. Wong is the executive director of the Company.  Mr. Wong has been the chief 
financial officer and an executive director of SOCAM since 1997.  He joined the Shui On Group 
in 1989 and was the finance director between 1992 and 1995.  Prior to joining the Shui On 
Group, he worked with a leading international accounting firm in their London, Melbourne 
and Hong Kong offices.  Mr. Wong is a Fellow of the Institute of Chartered Accountants in 
England and Wales and of the Hong Kong Institute of Certified Public Accountants, and an 
Associate of the Institute of Chartered Accountants of Australia.  He is one of the trustees of 
the Shui On Provident and Retirement Scheme.
Independent Non-Executive Directors
Mr. David Eldon 
Aged 63, Mr. Eldon commenced a career in banking in 1964, and joined HSBC Bank Middle East 
(formerly The British Bank of the Middle East), a principal member of the HSBC Group, in 1968.  
He spent the next 24 years in a variety of roles, living in both the Middle East and Asia.
He returned to Hong Kong in April 1992 and became an executive director of The Hongkong 
and Shanghai Banking Corporation Limited in January 1994, chief executive officer in January 
1996 and chairman in January 1999.  In June 1996, Mr. Eldon was appointed chairman of 
Hang Seng Bank Limited, a member of the HSBC Group, and was appointed a director of 
HSBC Holdings plc on 1 January 1999.  He retired from the HSBC Group in May 2005.
He is a senior adviser of PricewaterhouseCoopers Hong Kong.
He is non-executive chairman of both the Dubai International Financial Centre Authority and 
the Noble Group Limited, honorary steward of the Hong Kong Jockey Club, and a director 
of Eagle Asset Management Ltd. He is special adviser to the Korea National Competitiveness 
Committee – Office of the President; the first non-Korean to hold such a position.  He is 
past chairman of the Hong Kong General Chamber of Commerce, founding member and 
past chairman of the Seoul International Business Advisory Council, an international council 
member of the Bretton Woods Committee and an adviser to Unisys, in addition to holding a 
number of Government and community appointments in Hong Kong.
Mr. Eldon is a Fellow of the Institute of Bankers (FCIB). He was conferred Honorary Doctor of 
Business Administration by the City University of Hong Kong in November 2003.  He was 
named the DHL/SCMP Hong Kong Business Person of the Year for 2003 and in 2004 was 
37 CHINA CENTRAL PROPERTIES LIMITED
BIOGRAPHIES OF DIRECTORS AND MEMBERS OF THE INVESTMENT COMMITTEE
awarded the Gold Bauhinia Star by the Government of the Hong Kong SAR.  In 2005, he was 
made a Commander of the British Empire (CBE) for his contribution to banking, and awarded 
Honorary Citizenship of Seoul in recognition of his work for the city.  He was awarded the Asian 
Banker Lifetime Achievement Award for 2005. Mr. Eldon is also a Justice of the Peace.
Mr. Nicholas Brooke
Aged 67, Mr. Brooke is the chairman of Professional Property Services Limited which is a 
specialist real estate consultancy, based in Hong Kong, providing to clients a selected range 
of advisory services across the Asia Pacific Region.  Mr. Brooke is a former President of the 
Royal Institution of Chartered Surveyors and was the first overseas surveyor to be accorded 
that honour.
Mr. Brooke is a recognised authority on land administration and planning matters and has 
provided advice in these areas to many international companies and organisations including 
several Asian Governments as well as the US State Department.  He is also a Justice of the 
Peace, a former deputy chairman of the Hong Kong Town Planning Board and a former 
member of the Hong Kong Housing Authority.  He is the chairman of the Hong Kong Science 
and Technology Parks Corporation and the chairman of the Hong Kong Coalition of Service 
Industries, which is the voice of the service sector in Hong Kong. He is a member of the 
Election Committee responsible for the selection of the future Chief Executive of the Hong 
Kong SAR and a member of the Hong Kong Harbour-front Enhancement Committee. He 
is also a trustee of the International Valuation Standards Council which is responsible for the 
setting and policing of valuation practices and standards worldwide. 
In 1999, Mr. Brooke was awarded the Bronze Bauhinia Star by the Chief Executive of the 
Hong Kong SAR for his dedicated public service in Hong Kong, and in particular, his valuable 
contribution to the work of the Housing Authority.  He is an active member of Vision 2047, 
a group of long term Hong Kong residents dedicated to supporting and promoting Hong 
Kong. He is also the chairman of Project Chambers, a grouping from the various professions 
who are involved in many community related initiatives.  He is an honorary member of the 
American Institute of Architects and an honorary professor of the Universities of Hong Kong 
and Chongqing in China, an honorary fellow of the College of Estate Management, University 
of Reading and in 2004 was admitted as a Freeman of the City of London; and became a 
Liveryman of the Worshipful Company of Chartered Surveyors.
Mr. Brooke also sits as a non-executive director on the boards of a number of companies 
including Shanghai Forte Land Company Limited, a Chinese residential developer, MAF 
Properties Limited, Dubai, a shopping centre developer in the Middle East and VinaLand 
Limited, a Vietnamese property fund admitted to trading on AIM.
38 ANNUAL REPORT 2008
Mr. Kay-Cheung Chan
Aged 62, Mr. Chan is the vice-chairman of The Bank of East Asia (China) Limited. He was an 
executive director and deputy chief executive of The Bank of East Asia, Limited.  He joined 
The Bank of East Asia in 1965 and possesses extensive knowledge and experience in the 
banking industry.  Mr. Chan is a Fellow member of the Hong Kong Institute of Bankers, an 
advisory committee member on the Quality Migrant Admission Scheme of the Hong Kong 
Immigration Department and an international senior economic consultant of The People’s 
Government of Shanxi Province.  He is also an independent non-executive director of China 
Electronics Corporation Holdings Company Limited, Chu Kong Shipping Development 
Company Limited and Four Seas Food Investment Holdings Limited.
Mr. Alexander R. Hamilton
Aged 67, Mr. Hamilton commenced his career as a trainee accountant at Wilson, Stirling & 
Company in Glasgow in 1959.  He joined Price Waterhouse/Lowe Bingham & Matthews in 
Hong Kong in 1965 and was a partner from 1970 to 1986.  He became the executive secretary 
of the Employers Federation of Hong Kong in 1988 and retired from this role in 1992.  He is 
a member of the Institute of Chartered Accountants of Scotland, a Fellow of the Hong Kong 
Institute of Certified Public Accountants and a Fellow of the Institute of Directors.
Mr. Hamilton currently sits as an independent non-executive director on the boards of a number 
of companies, including China Cosco Holdings Co. Ltd., Shangri-La Asia Ltd., Octopus Cards, 
Ltd., Vitagreen Health Products Ltd., Esprit Holdings Ltd., JF China Region Fund Inc. and 
Citic Pacific Ltd.
Mr. Moses K. T. Tsang
Aged 60, Mr. Tsang has been the chairman & managing partner of Ajia Partners since 2003 
and the chairman & chief executive officer of EC Investment Services Limited since 2000.  
Prior to joining EC Investment Services Limited, he was a general partner of Goldman Sachs 
Group where he led the establishment of the fixed income group in Tokyo and headed the 
Debt Syndicate Group in London.  He served as the chairman of Goldman Sachs (Asia) LLC 
between 1989 and 1994.
Mr. Tsang is an independent non-executive director of Fubon Bank (Hong Kong) Limited, 
and is a trustee of the Hong Kong Centre for Economic Research of the University of Hong 
Kong, a member of The Nature Conservancy’s Asia Pacific Council and Trustee Council, and 
a councilor of the Copenhagen Climate Council.
39 CHINA CENTRAL PROPERTIES LIMITED
BIOGRAPHIES OF DIRECTORS AND MEMBERS OF THE INVESTMENT COMMITTEE
Mr. Tsang serves as the chairman of Brown University Parents’ Council (Hong Kong), a 
member of Brown University Advisory Council in Asia. He has special interests in the Hong 
Kong International School, and is a member of the World Presidents’ Organization – Hong 
Kong Chapter.
Investment Committee 
Mr. Raymond F. L. Wong
Please refer to Mr. Wong’s biographical details on page 37.
Mr. Robert McCarthy
Mr. McCarthy sources and manages distressed investments for the Spinnaker Capital Funds.  
He was a director of the emerging markets division of Morgan Grenfell & Co, Ltd. in 1990.  
Thereafter, he became a director of Deutsche Morgan Grenfell and managed the debt backbook 
of the emerging markets division, and then as a director of Deutsche Bank London, he ran the 
illiquid debt proprietary trading book of the emerging markets proprietary trading division 
until April 1999.  Previously, he traded Latin American bank loans at Libra Bank PLC in New 
York and worked at the foreign exchange sales desk at Goldman Sachs.  He holds a Masters in 
Business Administration from Yale School of Management, and a Masters degree in Medieval 
History from Columbia University.
Mr. Zoltan Varga 
Mr. Zoltan Varga is head of Och-Ziff’s Asian Region, based in Hong Kong.  Mr. Varga joined 
Och-Ziff in 1998 and worked in both the London and New York offices.  Prior to joining the 
organisation, Mr. Varga worked as an analyst in the mergers and acquisitions department of 
Goldman Sachs, New York.  Mr. Varga holds a B.A. in Economics from Depauw University.
Mr. John Zwaanstra
Mr. John Zwaanstra is a professional investor who has extensive experience in real estate, 
investment management and securities analysis. He has approximately 20 years of experience 
in investment management with Asian markets.
40 ANNUAL REPORT 2008
REPORT OF THE DIRECTORS
The Directors hereby submit their annual report and the audited financial statements of China 
Central Properties Limited (“CCP” or the “Company”) and its subsidiaries (together “the 
Group”) for the year ended 31 December 2008.
Principal Activities
The Company is an investment holding company.  The Group focuses primarily on investing 
in medium to large partially-completed property projects in major and secondary cities in the 
People’s Republic of China (the “PRC”).  The Group may also invest in other property projects, 
if appropriate opportunities arise, that conform with the Group’s investment criteria.
Details of the Company’s principal subsidiaries and jointly controlled entities are set out in 
notes 35 and 13 to the financial statements respectively.
Business Review and Future Developments
A review of the business is presented in the Chairman’s Statement and Management Discussion 
and Analysis on pages 4 to 9 and pages 10 to 24 respectively. 
Results and Dividends
The results and financial position of the Group at the year end are set out on pages 47 to 
49 of the financial statements.  The Group’s profit for the year after taxation amounted to 
US$15.7 million (2007: US$3.7 million), and this amount has been taken to reserves.
The Board has declared a final dividend of 0.5 pence (approximately US 0.7 cents) per share 
(2007: Nil) to shareholders whose names appear on the Company’s register of members at the 
close of business on 17 April 2009. The final dividend will be paid on 6 May 2009.
Share Capital
Details of movements in the share capital of the Company during the year are set out in note 
23 to the financial statements.
During the year ended 31 December 2008, the Company re-purchased 17,408,989 ordinary 
shares of £0.01 each in the Company at prices ranging from £0.36 to £0.71 per share. The 
re-purchased shares have upon acquisitions been cancelled.
41 REPORT OF THE DIRECTORS
CHINA CENTRAL PROPERTIES LIMITED
Directors
The Directors of the Company during the year and up to the date of this report were:
Non-Executive Chairman
Mr. Vincent H. S. Lo
Non-Executive Director 
Mr. Frankie Y . L. Wong
Executive Directors
Mr. David W . K. Wong (resigned effective from 1 November 2008)
Mr. Raymond F. L. Wong
Independent Non-Executive Directors
Mr. David Eldon
Mr. Nicholas Brooke
Mr. Kay-Cheung Chan
Mr. Alexander R. Hamilton
Mr. Moses K. T. Tsang
At each Annual General Meeting, one third of the Directors for the time being (or, if their 
number is not three or a multiple of three, the number nearest to one third) shall retire from 
office by rotation. The retiring Directors shall be eligible for re-election.
Directors’ Interests in Shares and Contracts of Significance
The interests of the Directors in the share capital of the Company at 31 December 2008 are 
set out below:
Name of Director No. of Ordinary Shares
Mr. Vincent H. S. Lo (Note 1) 120,588,000
Mr. Nicholas Brooke (Note 3) 8,100
Notes:
1. As at 31 December 2008, Brilliance Investments Limited (“BIL”) beneficially owned 120,588,000 
issued ordinary shares in the Company.  BIL is a wholly-owned subsidiary of Shui On Construction 
and Materials Limited (“SOCAM”), the securities of which are listed on The Stock Exchange of 
Hong Kong Limited. 181,981,000 shares in SOCAM (representing approximately 56.53 per cent 
of the entire issued share capital of SOCAM) are held as to 166,148,000 shares and 15,833,000 
shares, respectively, by Shui On Company Limited (“SOCL”) and Shui On Finance Company 
Limited (“SOFCL”), a wholly-owned subsidiary of SOCL. SOCL is owned by the Bosrich Unit 
42 ANNUAL REPORT 2008
Trust, the units of which are the property of a discretionary trust of which Mr. Vincent H. S. Lo, 
a director of the Company, is a discretionary beneficiary and HSBC International Trustee Limited 
is the trustee. 312,000 shares in SOCAM are beneficially owned by Ms. Loletta Chu, the spouse 
of Mr. Vincent H. S. Lo.  Accordingly, Mr. Vincent H. S. Lo has an interest in the aforementioned 
shares in SOCAM and, through SOCAM, has an interest in 120,588,000 issued ordinary shares 
in the Company.
2. Mr. Raymond F . L. Wong, a director of the Company, holds 32,000 shares in SOCAM and has share 
options granted by SOCAM in respect of 1,076,000 shares in SOCAM.  Mr. Frankie Y . L. Wong, 
a director of the Company, holds 800,000 shares in SOCAM and a call option over 1,600,000 
shares in SOCAM and he also has share options granted by SOCAM in respect of 4,000,000 shares 
in SOCAM. 
3. As at 31 December 2008, LGT Bank of Liechtenstein AG held 8,100 issued ordinary shares in 
the Company as trustee of a trust, one of the discretionary beneficiaries of which is Mr. Nicholas 
Brooke, a Director of the Company.
Save for any interests arising by virtue of (a) the interests in shares in, and options in respect 
of, SOCAM shares (as described in notes 1 and 2 to the above table of interests) and (b) the 
contracts entered into by certain subsidiaries of the Company with certain subsidiaries of 
SOCAM as described in note 31 to the financial statements, none of the Directors had any 
interest during the year in any material contract for the provision of services to the Company 
or its subsidiaries which was significant to the business of the Company.
Substantial Shareholdings
As at 28 February 2009, the Company had been notified by the following investors of their 
interests in 3% or more of the issued share capital of the Company:
Name
Total number of
ordinary shares
Percentage of 
shareholding (Note 1)
Brilliance Investments Limited 120,588,000 42
Spinnaker Global Emerging Markets Fund Limited 22,681,500 8
Spinnaker Global Strategic Fund Limited 11,795,250 4
Spinnaker Global Opportunity Fund Limited 10,313,250 3
Penta Master Fund, Limited 20,694,797 7
Penta Asia Domestic Partners, L.P . 11,487,903 4
OZ Master Fund, Limited (“Master”) (Note 2) 9,762,000 3
OZ Asia Master Fund, Limited (“Asia Master”) 
(Note 2)
9,066,000 3
Everhigh Investments Limited 17,953,000 6
Pacific Alliance Asia Opportunity Fund L.P . 12,438,414 4
Deutsche Bank AG 12,055,000 4
43 REPORT OF THE DIRECTORS
CHINA CENTRAL PROPERTIES LIMITED
Notes:
1. All percentage numbers have been rounded down to the next nearest whole number in accordance with 
the relevant provision contained in the Company's articles of association, which reflects the relevant 
provisions of the UK Disclosure and Transparency Rules.
2. OZ Global Special Investments Master Fund, L.P ("Global") holds an additional 76,000 ordinary 
shares in the Company.  Global, Master and Asia Master are affiliated funds managed by Och-Ziff 
Management, L.L.C.
Corporate Governance 
Whilst the Combined Code on Corporate Governance issued by the Financial Reporting Council 
does not apply to AIM quoted companies, the Directors consider corporate governance to be 
an important area and accordingly have provided the disclosure in the Corporate Governance 
Report on pages 25 to 35 to outline how the governance of the Group is conducted. 
The Company has received, from each of the Independent Non-Executive Directors, an annual 
confirmation of his independence. The Company considers that all of the Non-Executive 
Directors identified above as Independent Non-Executive Directors are independent.
Independent Auditors
Deloitte Touche Tohmatsu have expressed a willingness to continue in office in accordance 
with the Isle of Man Companies Act 2006. A resolution to reappoint them will be put to the 
members at the Annual General Meeting.
On behalf of the Board
Vincent H. S. Lo
Chairman
2 April 2009
REPORT OF THE DIRECTORS
44 ANNUAL REPORT 2008
45
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF CHINA CENTRAL PROPERTIES LIMITED
(incorporated in the Isle of Man with limited liability)
We have audited the consolidated financial statements of China Central Properties Limited 
(the “Company”) and its subsidiaries (collectively referred to as the “Group”) set out on 
pages 47 to 112, which comprise the consolidated balance sheet as at 31 December 2008, 
and the consolidated income statement, the consolidated statement of changes in equity and 
the consolidated cash flow statement for the year then ended, and a summary of significant 
accounting policies and other explanatory notes.
Directors’ responsibility for the consolidated financial statements
The directors of the Company are responsible for the preparation and the true and fair 
presentation of these consolidated financial statements in accordance with International 
Financial Reporting Standards issued by the International Accounting Standards Board. This 
responsibility includes designing, implementing and maintaining internal control relevant 
to the preparation and the true and fair presentation of the consolidated financial statements 
that are free from material misstatement, whether due to fraud or error; selecting and applying 
appropriate accounting policies; and making accounting estimates that are reasonable in the 
circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on 
our audit and to report our opinion solely to you, as a body, and for no other purpose. We do 
not assume responsibility towards or accept liability to any other person for the contents of this 
report. We conducted our audit in accordance with Hong Kong Standards on Auditing issued 
by the Hong Kong Institute of Certified Public Accountants. Those standards require that we 
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 
as to whether the consolidated financial statements are free from material misstatement. CHINA CENTRAL PROPERTIES LIMITED
46
INDEPENDENT AUDITOR’S REPORT
An audit involves performing procedures to obtain audit evidence about the amounts and 
disclosures in the consolidated financial statements. The procedures selected depend on 
the auditor’s judgment, including the assessment of the risks of material misstatement of 
the consolidated financial statements, whether due to fraud or error. In making those risk 
assessments, the auditor considers internal control relevant to the entity’s preparation and 
true and fair presentation of the consolidated financial statements 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 entity’s internal control. An audit also includes evaluating 
the appropriateness of accounting policies used and the reasonableness of accounting estimates 
made by the directors, as well as evaluating the overall presentation of the consolidated financial 
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide 
a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements give a true and fair view of the state of 
the Group’s affairs as at 31 December 2008 and of its profit and cash flows for the year then 
ended in accordance with International Financial Reporting Standards.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
2 April 2009 ANNUAL REPORT 2008
47
FOR THE YEAR ENDED 31 DECEMBER 2008
CONSOLIDATED INCOME STATEMENT
NOTES
Year ended
31 December
2008
From
9 February
2007 (date of
incorporation)
 to
31 December
2007
USD’000 USD’000
Turnover 5 326,183 63,046
Cost of sales (292,187) (57,687)
Gross profit 33,996 5,359
Gain on disposal of properties interests 30 42,276 –
Other income 15,118 10,293
Investment management fee 
 to a related company 31 (12,832) (3,386)
Other operating expenses (27,977) (13,345)
Finance costs 6 (26,005) (21,520)
Changes in fair value of derivative 
 financial instruments 7 1,932 31,398
Share of (loss) profit of jointly 
 controlled entities (2,536) 956
Gain on re-purchase of own 
 convertible bonds 2,491 –
Profit before taxation 8 26,463 9,755
Income tax expense 9 (10,771) (6,099)
Profit for the year/period 15,692 3,656
Dividend 11 5,185 –
Earnings per share: 12
 Basic US5.37 cents US1.99 cents
 Diluted US5.37 cents US0.38 cents CHINA CENTRAL PROPERTIES LIMITED
48
AS AT 31 DECEMBER 2008
CONSOLIDATED BALANCE SHEET
NOTES
2008 2007
USD’000 USD’000
Non-current Assets
Properties interests 30 – 204,283
Interests in jointly controlled entities 13 29,211 984
Amounts due from jointly controlled entities 14 99,446 –
Property, plant and equipment 15 2,722 1,488
Deposits for acquisition of properties 
 companies 16 – 104,505
Pledged bank deposits 22 4,390 –
Other non-current assets – 237
135,769 311,497
Current Assets
Properties held for sale 17 9,789 170,042
Properties under development for sale 17 395,356 285,261
Foreign exchange forward contracts 18 – 14,835
Amounts due from related companies 19 3,519 12,974
Amounts due from jointly controlled entities 14 32,292 28,539
Loan to a related company 20 14,631 –
Trade and other receivables 21 115,146 28,677
Pledged bank deposits 22 – 128,592
Bank balances and cash 22 255,019 110,957
825,752 779,877
Total Assets 961,521 1,091,374
Capital and Reserves
Share capital 23 5,557 5,901
Share premium 569,749 569,749
Reserves 63,354 27,004
Total Equity 638,660 602,654
Non-current Liabilities
Convertible bonds 24 169,427 173,221
Bank borrowings due after one year 25 29,263 66,397
Other non-current liabilities 428 –
199,118 239,618 ANNUAL REPORT 2008
49
NOTES
2008 2007
USD’000 USD’000
Current Liabilities
Trade and other payables 26 42,124 57,360
Foreign exchange forward contract 18 5,699 –
Embedded derivatives in the 
 convertible bonds 24 11,479 16,624
Bank borrowings due within one year 25 33,549 147,852
Loans from related companies 27 5,750 19,513
Amounts due to jointly controlled entities 14 13,705 –
Amounts due to related companies 19 2,371 4,816
Taxation payable 9,066 2,937
123,743 249,102
Total Liabilities 322,861 488,720
Total Equity and Liabilities 961,521 1,091,374
The consolidated financial statements on pages 47 to 112 were approved and authorised for 
issue by the Board of Directors on 2 April 2009 and are signed on its behalf by:
Raymond F. L. Wong
Director CHINA CENTRAL PROPERTIES LIMITED
50
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2008
Share
capital
Share
premium
Capital
redemption
reserve
Translation
reserve
Retained
profit
Total
equity
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
At 9 February 2007 – – – – – –
Issue of shares for cash 
 (Note 23(i) & (iii)) 3,552 351,651 – – – 355,203
Issue of shares for 
 the acquisition of 
 contributing projects 
 (Note 23(ii)) 2,349 232,523 – – – 234,872
Transaction costs 
 attributable to issue 
 of new shares – (14,425) – – – (14,425)
5,901 569,749 – – – 575,650
Exchange differences arising 
 on translation of 
 financial statements 
 from functional
 currency to presentation 
 currency recognised
 directly in equity – – – 23,348 – 23,348
Profit for the period – – – – 3,656 3,656
Total recognised income 
 for the period – – – 23,348 3,656 27,004
At 31 December 2007 5,901 569,749 – 23,348 3,656 602,654
Exchange differences arising 
 on translation of 
 financial statements 
 from functional currency 
 to presentation currency 
 recognised directly 
 in equity – – – 40,303 – 40,303
Profit for the year – – – – 15,692 15,692
Total recognised income 
 for the year – – – 40,303 15,692 55,995
Re-purchase of own shares 
 (Note 23(iv)) (344) – (14,460) – – (14,804)
Dividend paid – – – – (5,185) (5,185)
At 31 December 2008 5,557 569,749 (14,460) 63,651 14,163 638,660 ANNUAL REPORT 2008
51
FOR THE YEAR ENDED 31 DECEMBER 2008
CONSOLIDATED CASH FLOW STATEMENT
Year ended
31 December
2008
From
9 February
2007 (date of
incorporation)
 to
31 December
2007
NOTES USD’000 USD’000
Operating Activities
Profit before taxation 26,463 9,755
Adjustments for:
 Gain on disposal of properties interests (42,276) –
 Finance costs 26,005 21,520
 Changes in fair value of derivative 
  financial instruments (1,932) (31,398)
 Gain on re-purchase of 
  own convertible bonds (2,491) –
 Imputed interest income on amounts 
  due from jointly controlled entities (6,261) –
 Share of loss (profit) of jointly 
  controlled entities 2,536 (956)
 Loss on disposal of property, plant 
  and equipment 143 –
 Depreciation 487 136
 Write-down of properties held for sale 4,985 –
 Bank interest income (5,961) (9,478)
 Expenses on issue of derivative 
  financial instruments – 749
Operating cash flows before movements 
 in working capital 1,698 (9,672)
Decrease (increase) in properties held for sale 267,523 (26,636)
Increase in properties under development for sale (40,853) (2,980)
Increase in trade and other receivables (35,505) (12,266)
Decrease in sales deposits received – (20,680)
Decrease in trade and other payables (17,242) (14,573)
Decrease (increase) in other non-current assets 253 (237)
Increase in other non-current liabilities 428 –
Cash from (used in) operations 176,302 (87,044)
People’s Republic of China (“PRC”) 
 income tax paid (4,841) (2,181)
Net Cash From (Used In) 
 Operating Activities 171,461 (89,225) CHINA CENTRAL PROPERTIES LIMITED
52
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2008
Year ended
31 December
2008
From
9 February
2007 (date of
incorporation)
 to
31 December
2007
NOTES USD’000 USD’000
Investing Activities
Additions to properties interests (13,735) (41,308)
Proceeds from disposal of properties interests 126,989 –
Additions to property, plant and equipment (2,003) (1,173)
Deposits paid for acquisition of properties 
 companies – (103,489)
Loan to a related company (14,631) –
Advances to jointly controlled entities (85,601) (28,539)
Repayment from (advances to) related 
 companies 10,212 (657)
Decrease (increase) in pledged bank deposits 88,237 (75,712)
Interest received 5,961 9,478
Receipt from foreign exchange forward 
 contracts 19,355 744
Acquisition of subsidiaries 29(a)(b)(d) (62,560) (22,888)
Cash acquired from the acquisition 
 of Contributing Projects 29(c) – 29,988
Temporary payment for acquisition 
 of subsidiaries 29(d) – (12,819)
Net Cash From (Used In) Investing 
 Activities 72,224 (246,375) ANNUAL REPORT 2008
53
Year ended
31 December
2008
From
9 February
2007 (date of
incorporation)
 to
31 December
2007
USD’000 USD’000
Financing Activities
Interest paid (12,268) (17,430)
Dividend paid (5,185) –
Proceeds from issue of shares – 355,203
Transaction costs of issue of new shares – (14,425)
Proceeds from new bank borrowings raised 103,294 141,047
Repayment of bank borrowings (133,101) (149,821)
Proceeds from issue of convertible bonds – 200,000
Expenses on issue of convertible bonds – (6,129)
Re-purchase for own shares (14,804) –
Re-purchase for own convertible bonds (22,916) –
Net repayment to related companies (17,647) (64,825)
Net Cash (Used In) From 
 Financing Activities (102,627) 443,620
Net Increase In Cash And Cash Equivalents 141,058 108,020
Cash And Cash Equivalents At 
 The Beginning Of The Year/Period 110,957 –
Effect Of Foreign Exchange Rate Changes 3,004 2,937
Cash And Cash Equivalents At 
 The End Of The Year/Period
Bank balances and cash 255,019 110,957 CHINA CENTRAL PROPERTIES LIMITED
54
FOR THE YEAR ENDED 31 DECEMBER 2008
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
China Central Properties Limited (the “Company” or “CCP”) is a limited liability 
company incorporated in the Isle of Man on 9 February 2007. Its shares were listed 
on the Alternative Investment Market (“AIM”) of the London Stock Exchange on 13 
June 2007. The addresses of the registered office and principal place of business of the 
Company are 33-37 Athol Street, Douglas, Isle of Man, IM1 1LB and 1101, 11th Floor, 
Shui On Centre, 6-8 Harbour Road, Hong Kong respectively.
The Company acts as an investment holding company and through its subsidiaries 
(together with the Company collectively referred to as the “Group”) are principally 
engaged in property investment focusing primarily on investing in medium to large 
partially-completed property projects in major and secondary cities in the PRC. The 
Group may also invest in other property projects, if appropriate opportunities arise, 
that conform with the Company’s investment criteria. The principal activities of the 
Company’s subsidiaries are set out in note 35.
The consolidated financial statements for the current year cover a twelve-month period 
from 1 January 2008 to 31 December 2008. The corresponding comparative amounts 
shown for the income statement, statement of changes in equity, cash flow statement 
and related notes cover a period from 9 February 2007 (date of incorporation) to 31 
December 2007 and therefore may not be comparable with amounts presented for the 
current year.
The consolidated financial statements are presented in the currency of the United States 
(“US Dollars” or “USD”), which is different from the functional currency of the Company 
and other group entities, i.e. Renminbi (“RMB”). The Group’s management has elected to 
use USD as the presentation currency as they believe USD is the appropriate presentation 
currency for the international users of the Group’s financial statements.
2. APPLICATION OF NEW AND REVISED INTERNATIONAL 
FINANCIAL REPORTING STANDARDS
In the current year, the Group has adopted, for the first time, the following new and 
revised standards (“IAS”), International Financial Reporting Standards (“IFRS”), 
amendments issued by International Accounting Standards Board (“IASB”) and the 
following interpretations developed by International Financial Reporting Interpretations 
Committee (“IFRICs”), which are effective for the Group’s financial year beginning on 
1 January 2008. ANNUAL REPORT 2008
55
2. APPLICATION OF NEW AND REVISED INTERNATIONAL 
FINANCIAL REPORTING STANDARDS (continued)
IAS 39 & IFRS 7 (Amendments) Reclassification of Financial Assets
IFRIC 11 IFRS 2 – Group and Treasury Share Transactions
IFRIC 12 Service Concession Arrangements
IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset,
 Minimum Funding Requirements and 
 their Interaction
The adoption of these new and revised standards, amendments and interpretations had 
no material effect on the results and financial position of the Group for the current or 
prior accounting periods. Accordingly, no prior period adjustment has been required.
The Group has not early applied the following new and revised standards, amendments 
and interpretations that have been issued but are not yet effective.
IFRSs (Amendments) Improvements to IFRSs
1
IAS 1 (Revised) Presentation of Financial Statements
2
IAS 23 (Revised) Borrowing Costs
2
IAS 27 (Revised) Consolidated and Separate Financial Statements
3
IAS 32 & 1 (Amendments) Puttable Financial Instruments and 
 Obligations Arising on Liquidation
2
IAS 39 (Amendment) Eligible Hedged Items
3
IFRS 1 & IAS 27 (Amendments) Cost of an Investment in a Subsidiary, 
 Jointly Controlled Entity or Associate
2
IFRS 2 (Amendment) Vesting Conditions and Cancellations
2
IFRS 3 (Revised) Business Combinations
3
IFRS 7 (Amendment) Improving Disclosures about Financial 
 Instruments
2
IFRS 8 Operating Segments
2
IFRIC 13 Customer Loyalty Programmes
4
IFRIC 15 Agreements for the Construction of Real Estate
2
IFRIC 16 Hedges of a Net Investment in 
 a Foreign Operation
5
IFRIC 17 Distributions of Non-cash Assets to Owners
3
IFRIC 18 Transfers of Assets from Customers
6
1
 Effective for annual periods beginning on or after 1 January 2009 except the 
amendments to IFRS 5, which is effective for annual periods beginning on or after 
1 July 2009
2
 Effective for annual periods beginning on or after 1 January 2009
3
 Effective for annual periods beginning on or after 1 July 2009
4
 Effective for annual periods beginning on or after 1 July 2008
5
 Effective for annual periods beginning on or after 1 October 2008
6
 Effective for transfers on or after 1 July 2009 CHINA CENTRAL PROPERTIES LIMITED
56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. APPLICATION OF NEW AND REVISED INTERNATIONAL 
FINANCIAL REPORTING STANDARDS (continued)
The Directors of the Company anticipate that the application of these standards, 
amendments or interpretations will have no material impact on the results and financial 
position of the Group except for the adoption of IFRS 3 (Revised), IAS 27 (Revised) 
and IFRIC 15. The adoption of IAS 1 (Revised) results in change in a presentation 
of primary statements of financial statements and IFRS 8 results in a change in basis 
of reporting of segment information. The adoption of IFRS 3 (Revised) may affect 
the accounting for business combination for which the acquisition date is on or after 
the beginning of the first annual reporting period beginning on or after 1 July 2009.  
IAS 27 (Revised) will affect the accounting treatment for changes in a parent’s ownership 
interest in a subsidiary that do not result in a loss of control, which will be accounted 
for as equity transactions. IFRIC 15 may affect the timing of the revenue recognition 
on the sales of properties until all criteria in paragraph 14 of IAS 18 are satisfied. The 
Directors of the Company are in the process of assessing the impact of the application 
of these standards, amendments and interpretations on the results and the financial 
position of the Group.
3. SIGNIFICANT ACCOUNTING POLICIES
Statement of compliance
The financial statements have been prepared in accordance with International Financial 
Reporting Standards.
Basis of preparation
The financial statements have been prepared on the historical cost basis except for certain 
financial instruments which are measured at fair values as explained in the accounting 
policies set out below. The principal accounting policies are set out below.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the 
Company and entities controlled by the Company (its subsidiaries). Control is achieved 
when the Company has the power to govern the financial and operating policies of an 
entity so as to obtain benefits from its activities. ANNUAL REPORT 2008
57
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Basis of consolidation (continued)
The results of subsidiaries acquired or disposed of during the period are included in the 
consolidated income statement from the effective date of acquisition or up to the effective 
date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring 
their accounting policies in line with those used by other members of the Group.
All intra-group transactions and balances are eliminated on consolidation.
Jointly controlled entities
Joint venture arrangements that involve the establishment of a separate entity in which 
venturers have joint control over the economic activity of the entity are referred to as 
jointly controlled entities.
The results and assets and liabilities of jointly controlled entities are incorporated in the 
consolidated financial statements using the equity method of accounting. Under the 
equity method, investments in jointly controlled entities are carried in the consolidated 
balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of 
the net assets of the jointly controlled entities, less any identified impairment loss. 
When the Group’s share of losses of a jointly controlled entity equals or exceeds its 
interest in that jointly controlled entity (which includes any long-term interests that, 
in substance, form part of the Group’s net investment in the jointly controlled entity), 
the Group discontinues recognising its share of further losses. An additional share of 
losses is provided for and a liability is recognised only to the extent that the Group has 
incurred legal or constructive obligations or made payments on behalf of that jointly 
controlled entity.
When a group entity transacts with a jointly controlled entity of the Group, profits 
or losses are eliminated to the extent of the Group’s interest in the jointly controlled 
entity.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and 
represents amounts receivable for goods sold and services rendered in the normal course 
of business, net of discounts and sales related taxes. CHINA CENTRAL PROPERTIES LIMITED
58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition (continued)
Revenue from sale of properties in the ordinary course of business is recognised when 
all of the following criteria are met:
•	 the	 significant	 risks	 and	 rewards	 of	 ownership	 of	 the	 properties	 are	 transferred	 to	
buyers;
•	 neither	 continuing	 managerial	 involvement	 to	 the	 degree	 usually	 associated	 with	
ownership nor effective control over the properties are retained;
•	 the	amount	of	revenue	can	be	measured	reliably;
•	 it	 is	 probable	 that	 the	 economic	 benefits	 associated	 with	 the	 transaction	 will	 flow	
to the Group; and
•	 the	 costs	 incurred	 or	 to	 be	 incurred	 in	 respect	 of	 the	 transaction	 can	 be	 measured	
reliably.
Payments received from purchasers prior to this stage are recorded as sales deposits 
received under current liabilities.
Rental income from operating lease is recognised in the consolidated income statement 
on a straight-line basis over the term of the relevant lease.
Interest income from a financial asset is accrued on a time basis, by reference to the 
principal outstanding and at the effective interest rate applicable, which is the rate that 
exactly discounts the estimated future cash receipts through the expected life of the 
financial asset to that asset’s net carrying amount.
Properties held for sale
Properties held for sale are stated at the lower of cost and net realisable value. Cost 
comprises property interest in leasehold land and development costs including attributable 
borrowings costs and charges capitalised during the development period that have been 
incurred in bringing the properties held for sale to their present location and condition. 
Net realisable value represents the estimated selling price less all anticipated costs of 
completion and costs to be incurred in marketing, selling and distribution. ANNUAL REPORT 2008
59
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Properties under development for sale
Properties under development which are intended to be properties held for sale are 
measured at the lower of cost and net realisable value. Cost includes purchase price, 
construction costs, borrowing costs capitalised and other direct development expenditure. 
These assets are recorded as current assets as they are expected to be realised in, or are 
intended for sale within the Group’s normal operating cycle. Upon completion, the 
assets are reclassified as properties held for sale.
Properties interests
Properties interests identified as investment property are recorded at cost until 
development and construction is completed, at which time, the property is accounted for 
in accordance with the Group’s investment property policy. Cost also includes purchase 
price, construction costs, borrowing costs capitalised and other direct development 
expenditure.
Investment properties
Investment properties are properties held to earn rentals and/or for capital 
appreciation.
On initial recognition, investment properties are measured at cost, including any directly 
attributable expenditure. Subsequent to initial recognition, investment properties are 
measured at their fair values using the fair value model. Gains or losses arising from 
changes in the fair value of investment property are included in profit or loss for the 
period in which they arise.
An investment property is derecognised upon disposal or when the investment property 
is permanently withdrawn from use or no future economic benefits are expected from its 
disposals. Any gain or loss arising on derecognition of the asset (calculated as the difference 
between the net disposal proceeds and the carrying amount of the asset) is included in 
the consolidated income statement in the year in which the item is derecognised.
Property, plant and equipment
Property, plant and equipment are stated at cost less subsequent accumulated depreciation 
and accumulated impairment loss.
Depreciation is charged using the straight-line method to write off the cost of assets to 
their residual value, if any, over their estimated useful lives. Both the useful life of an 
asset and its residual value, if any, are reviewed annually. CHINA CENTRAL PROPERTIES LIMITED
60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Property, plant and equipment (continued)
An item of property, plant and equipment is derecognised upon disposal or when no 
future economic benefits are expected to arise from the continued use of the asset. Any 
gain or loss arising on derecognition of the asset (calculated as the difference between the 
net disposal proceeds and the carrying amount of the item) is included in the consolidated 
income statement in the period in which the item is derecognised.
Impairment of tangible assets
At each balance sheet date, the Group reviews the carrying amounts of its tangible 
assets to determine whether there is any indication that those assets have suffered an 
impairment loss. If the recoverable amount of an asset is estimated to be less than its 
carrying amount, the carrying amount of the asset is reduced to its recoverable amount. 
An impairment loss is recognised as an expense immediately.
When an impairment loss subsequently reverses, the carrying amount of the asset is 
increased to the revised estimate of its recoverable amount, but the increased carrying 
amount does not exceed the carrying amount that would have been determined had no 
impairment loss been recognised for the asset in prior years. A reversal of an impairment 
loss is recognised as income immediately.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of 
qualifying assets, 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 recognised in profit or loss in the period in which they 
are incurred.
Retirement benefit costs
Payments to state-managed retirement benefit schemes/the Mandatory Provident Fund 
Scheme are charged as an expense when employees have rendered their services. ANNUAL REPORT 2008
61
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the period. Taxable profit 
differs from profit as reported in the consolidated income statement because it excludes 
items of income or expense that are taxable or deductible in other years and it further 
excludes items that are never taxable or deductible. The Group’s liability for current 
tax is calculated using tax rates that have been enacted or substantively enacted at the 
balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and 
liabilities in the consolidated financial statements and the corresponding tax bases 
used in the computation of taxable profit, and is accounted for using the balance sheet 
liability method. Deferred tax liabilities are generally recognised for all taxable temporary 
differences, and deferred tax assets are recognised to the extent that it is probable that 
future taxable profits will be available against which deductible temporary differences 
can be utilised. Such assets and liabilities are not recognised if the temporary difference 
arises from goodwill or from the initial recognition (other than in a business combination) 
of other assets and liabilities in a transaction that affects neither the taxable profit nor 
the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on 
investments in subsidiaries and interests in joint ventures, except where the Group is able 
to control the reversal of the temporary difference and it is probable that the temporary 
difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and 
reduced to the extent that it is no longer probable that sufficient taxable profit will be 
available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when 
the liability is settled or the asset is realised based on tax rates that have been enacted 
or substantively enacted at the balance sheet date. Deferred tax is charged or credited to 
profit or loss, except when it relates to items charged or credited directly to equity, in 
which case the deferred tax is also dealt with in equity. CHINA CENTRAL PROPERTIES LIMITED
62
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Leasing
Rentals payable under operating leases are charged to profit or loss on a straight-line 
basis over the term of the relevant lease. Benefits received and receivable as an incentive 
to enter into an operating lease are recognised as a reduction of rental expense over the 
lease term on a straight-line basis.
Foreign currencies
The individual financial statements of each group entity are presented in the currency of 
the primary economic environment in which the entity operates (its functional currency). 
The functional currency of the Company and its subsidiaries is RMB. For the purpose 
of the consolidated financial statements, the results and financial position of each entity 
are expressed in USD, which is the presentation currency for the consolidated financial 
statements.
In preparing the financial statements of the individual group entities, transactions in 
currencies other than the entity’s functional currency (foreign currencies) are recorded in 
its functional currency at the rates of exchange prevailing at the dates of the transactions. 
At each balance sheet date, monetary items denominated in foreign currencies are 
retranslated at the rates prevailing at the balance sheet date. Non-monetary items carried 
at fair value that are denominated in foreign currencies are retranslated at the rates 
prevailing at the date when the fair value was determined. Non-monetary items that are 
measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation 
of monetary items, are recognised in profit or loss for the period. Exchange differences 
arising on the retranslation of non-monetary items carried at fair value are included in 
profit or loss for the period except for differences arising on the retranslation of non-
monetary items in respect of which gains and losses are recognised directly in equity. For 
such non-monetary items, any exchange component of that gain or loss is also recognised 
directly in equity. ANNUAL REPORT 2008
63
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign currencies (continued)
For the purpose of presenting the consolidated financial statements, the assets and 
liabilities of the Group’s operations are expressed in USD using exchange rates prevailing 
at the balance sheet date. Income and expense items are translated at the average exchange 
rates for the period, unless exchange rates fluctuated significantly during that period, 
in which case the exchange rates at the dates of the transactions are used. Exchange 
differences arising, if any, are classified as equity and transferred to the Group’s translation 
reserve. Such translation differences are recognised in profit or loss in the period in which 
the operation is disposed of.
Financial instruments
Financial assets and financial liabilities are recognised on the consolidated balance sheet 
when a group entity becomes a party to the contractual provisions of the instrument. 
Financial assets and financial liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue of financial 
assets and financial liabilities (other than financial assets and financial liabilities at fair 
value through profit or loss) are added to or deducted from the fair value of the financial 
assets or financial liabilities, as appropriate, on initial recognition. Transaction costs 
directly attributable to the acquisition of financial assets or financial liabilities at fair 
value through profit or loss are recognised immediately in profit or loss.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial 
asset/liability and of allocating interest income/expense over the relevant period. The 
effective interest rate is the rate that exactly discounts estimated future cash receipts/
payments (including all fees and points paid or received that form an integral part of the 
effective interest rate, transaction costs and other premiums or discounts) through the 
expected life of the financial asset/liability, or, where appropriate, a shorter period.
Interest income/expense is recognised on an effective interest basis for debt instruments 
other than those financial assets/liabilities at fair value through profit or loss, of which 
interest income/expense is included in net gains or losses. CHINA CENTRAL PROPERTIES LIMITED
64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial assets
The Group’s financial assets are classified into financial assets at fair value through profit 
or loss and loans and receivables. The accounting policies adopted in respect of each 
category of financial assets are set out below.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss have two subcategories, including 
financial assets held for trading and those designated at fair value through profit or loss on 
initial recognition. At each balance sheet date subsequent to initial recognition, financial 
assets at fair value through profit or loss are measured at fair value, with changes in fair 
value recognised directly in profit or loss in the period in which they arise.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable 
payments that are not quoted in an active market. At each balance sheet date subsequent 
to initial recognition, loans and receivables (including pledged bank deposits, amounts 
due from related companies and jointly controlled entities, loan to a related company, 
trade and other receivables and bank balances) are carried at amortised cost using the 
effective interest method, less any identified impairment loss (see accounting policy in 
respect of impairment loss on financial assets below). ANNUAL REPORT 2008
65
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial assets (continued)
Impairment of financial assets
Financial assets, other than those at fair value through profit or loss, are assessed for 
indicators of impairment at each balance sheet date. Financial assets are impaired where 
there is objective evidence that, as a result of one or more events that occurred after the 
initial recognition of the financial asset, the estimated future cash flows of the financial 
assets have been impacted. Objective evidence of impairment could include:
•	 significant	financial	difficulty	of	the	issuer	or	counterparty;	or
•	 default	or	delinquency	in	interest	or	principal	payments;	or
•	 it	 becoming	 probable	 that	 the	 borrower	 will	 enter	 bankruptcy	 or	 financial	 re-
organisation.
Trade receivables, that are assessed not to be impaired individually, are subsequently 
assessed for impairment on a collective basis. Objective evidence of impairment for 
a portfolio of receivables could include the Group’s past experience of collecting 
payments, an increase in the number of delayed payments in the portfolio, as well as 
observable changes in national or local economic conditions that correlate with default 
on receivables. CHINA CENTRAL PROPERTIES LIMITED
66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial assets (continued)
Impairment of financial assets (continued)
An impairment loss for loans and receivables is recognised in profit or loss when there is 
objective evidence that the asset is impaired, and is measured as the difference between the 
asset’s carrying amount and the present value of estimated future cash flows discounted 
at the financial asset’s original effective interest rate. If, in a subsequent period, the 
amount of the impairment loss decreases and the decrease can be related objectively to 
an event occurring after the impairment loss was recognised, the previously recognised 
impairment loss is reversed through profit or loss to the extent that the carrying amount 
of the asset at the date the impairment is reversed does not exceed what the amortised 
cost would have been had the impairment not been recognised.
The carrying amount of the financial asset is reduced by the impairment loss directly for 
all financial assets with the exception of trade receivables, where the carrying amount is 
reduced through the use of an allowance account. Changes in the carrying amount of the 
allowance account are recognised in profit or loss. When a trade receivable is considered 
uncollectible, it is written off against the allowance account. Subsequent recoveries of 
amounts previously written off are credited to profit or loss.
Financial liabilities and equity
Financial liabilities and equity instruments issued by a group entity are classified 
according to the substance of the contractual arrangements entered into and the 
definitions of a financial liability and an equity instrument. An equity instrument is 
any contract that evidences a residual interest in the assets of the Group after deducting 
all of its liabilities. The accounting policies adopted for the Group’s financial liabilities 
and equity instruments are set out below.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit 
or loss or other financial liabilities.
Financial liabilities at fair value through profit or loss are stated at fair value, with any 
resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit 
or loss incorporates any interest paid on the financial liability. ANNUAL REPORT 2008
67
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Financial liabilities and equity (continued)
Convertible bonds
Convertible bonds issued by the Group contain a liability component and embedded 
derivatives. The embedded derivatives consist of a conversion option, put option, and 
an early redemption option. The embedded derivatives which are not closely related to 
the host contract are separately recognised. At the date of issue, the liability component 
and embedded derivatives are recognised at fair value.
In subsequent periods, the liability component of the convertible bonds is carried 
at amortised cost using the effective interest method. The embedded derivatives are 
measured at fair value with changes in fair value recognised in profit or loss.
Transaction costs that relate to the issue of the convertible bonds are allocated to the 
liability component and the embedded derivatives in proportion to the allocation of the 
proceeds. Transaction costs relating to the embedded derivatives are charged to profit 
or loss immediately. Transaction costs relating to the liability component are included 
in the carrying amount of the liability portion and amortised over the period of the 
convertible loan notes using the effective interest method.
Other financial liabilities
Other financial liabilities, including trade and other payables, loans from related 
companies, amounts due to jointly controlled entities and related companies and bank 
borrowings, are subsequently measured at amortised cost using the effective interest 
method.
Equity instruments
Equity instruments issued by the Company are recorded as the proceeds received, net 
of direct issue costs. CHINA CENTRAL PROPERTIES LIMITED
68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Derivatives
Derivatives (including foreign exchange forward contracts and embedded derivatives 
which are separated from non-derivatives host contracts) that do not qualify for hedge 
accounting are deemed as financial assets/financial liabilities held for trading and are 
initially recognised at fair value at the date a derivative contract is entered into and are 
subsequently remeasured to their fair value at each balance sheet date. The resulting 
gain or loss is recognised in profit or loss immediately.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the assets 
expire or, the financial assets are transferred and the Group has transferred substantially 
all the risks and rewards of ownership of the financial assets. On derecognition of a 
financial asset, the difference between the asset’s carrying amount and the sum of the 
consideration received and receivable and the cumulative gain or loss that had been 
recognised directly in equity is recognised in profit or loss.
Financial liabilities are derecognised when the obligation specified in the relevant contract 
is discharged, cancelled or expires. The difference between the carrying amount of the 
financial liability derecognised and the consideration paid and payable is recognised in 
profit or loss. ANNUAL REPORT 2008
69
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES 
OF ESTIMATION UNCERTAINTY
In the process of applying the Group’s accounting policies, which are described in note 
3, the Directors of the Company have made the following judgements, estimates and 
assumptions about the carrying amounts of assets and liabilities that are not readily 
apparent from other sources. The key assumptions concerning the future that have a 
significant risk of causing a material adjustment to the carrying amounts of assets and 
liabilities within the next financial year, are discussed below.
Estimated allowances for bad and doubtful debts
The Group makes allowances for bad and doubtful debts when there is objective evidence 
that debtors balances are impaired. The balances of the debtors are based on the present 
value of estimated future cash flows discounted at the effective rate computed at initial 
recognition. The Directors exercised a considerable amount of judgement in assessing the 
ultimate realisation of these receivables including the current creditworthiness and the 
past collection history of each customer. If the financial credit of customers of the Group 
were to deteriorate, resulting in an impairment of their activity to make payments and 
therefore affect the estimated future cash flow, additional allowance may be required.
Convertible bonds
The Group’s convertible bonds contain a number of embedded derivatives that are 
remeasured to fair value at subsequent reporting dates. The Company engaged an 
independent appraiser to assist it in determining the fair value of these embedded 
derivatives. The determination of fair value was made after consideration of a number 
of factors, including: the Group’s financial and operating results; the current condition 
of the economy and property market in the PRC; the likelihood of non-occurrence of 
Qualified Public Offering (“QPO”) by the Non-QPO put option date; and market yields 
and return volatility of comparable corporate bonds. In relying on the valuation report, 
the Directors of the Company have exercised their judgement and are satisfied that 
the assumptions used in the valuation are reflective of the current market conditions. 
Changes to these assumptions would result in changes in the fair values of these embedded 
derivatives and the corresponding adjustments to the amount of gain or loss reported 
in the income statement. CHINA CENTRAL PROPERTIES LIMITED
70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES 
OF ESTIMATION UNCERTAINTY (continued)
Land appreciation tax
The Group is subject to land appreciation tax in the PRC. However, the implementation 
and settlement of the tax varies amongst different tax jurisdictions in various cities of the 
PRC and the Group has not finalised its land appreciation tax calculation and payments 
with any local tax authorities in the PRC. Accordingly, significant judgment is required 
in determining the amount of the land appreciation and its related income tax provisions. 
The Group recognised the land appreciation tax based on management’s best estimates. 
The final tax outcome could be different from the amounts that were initially recorded, 
and these differences will impact the income tax expense and the related income tax 
provisions in the periods in which such tax is finalised with local tax authorities.
5. TURNOVER AND SEGMENTAL INFORMATION
The Group’s turnover for the year represents income from sale of developed 
properties.
The disposal of the Group’s properties interests, namely Beijing Huapu Centre, as 
mentioned in note 30, has not been presented as turnover as the property was intended 
to be developed for future use as investment property and therefore was classified as non-
current asset in the balance sheet as at 31 December 2007. The property was accounted 
for in accordance with IAS 16 “Property, Plant and Equipment” until construction or 
development was complete. According to IAS 1 “Presentation of Financial Statements”, 
gains and losses arising from the disposal of non-current assets are determined as the 
difference between the proceeds on disposal, net of any related selling expenses, and the 
carrying amount of the assets. Accordingly, the net result of disposal of Beijing Huapu 
Centre is shown separately in the consolidated income statement.
No information of segment revenue, segment results, segment assets or segment 
liabilities for business segments or geographical segments has been presented as the 
management considers the Group has only one segment which is development of 
partially-completed properties in the PRC. Accordingly, no segment results, assets or 
liabilities are presented. ANNUAL REPORT 2008
71
6. FINANCE COSTS
Year ended
31 December
2008
From
9 February
2007 (date of
incorporation) 
to
31 December
2007
USD’000 USD’000
Interest on bank borrowings 6,741 6,620
Interest on loans from related companies 1,345 1,371
Amortised interest expense on 
 convertible bonds (Note 24) 23,255 13,044
Other finance costs 505 7,439
31,846 28,474
Less: amount capitalised to properties 
   under development (5,841) (6,954)
26,005 21,520
7. CHANGES IN FAIR VALUE OF DERIVATIVE FINANCIAL 
INSTRUMENTS
Year ended
31 December
2008
From
9 February
2007 (date of
incorporation) 
to
31 December
2007
USD’000 USD’000
Changes in fair value of:
 – Embedded derivatives in relation to 
   convertible bonds issued (Note 24) 3,111 15,819
 – Foreign exchange forward contracts 
   Realised 4,520 744
   Unrealised (Note 18) (5,699) 14,835
1,932 31,398 CHINA CENTRAL PROPERTIES LIMITED
72
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. PROFIT BEFORE TAXATION
Year ended
31 December
From
9 February
2007 (date of
incorporation)
to 
31 December
2008 2007
USD’000 USD’000
Profit before taxation has been arrived at
 after charging (crediting):
Cost of properties sold 292,187 57,687
Depreciation for property, plant and equipment 728 233
Less: amount capitalised to properties under 
   development (241) (97)
487 136
Net foreign exchange loss 12,214 6,093
Staff costs:
 Directors’ emoluments
  Directors’ emoluments excluding retirement
   benefits costs 1,085 565
  Retirement benefit costs 22 17
1,107 582
 Other staff costs
  Other staff costs excluding retirement
   benefit costs 2,303 705
  Retirement benefit costs 210 57
Total other staff costs 2,513 762
Less: amount capitalised to properties
   under development (1,069) (459)
1,444 303
2,551 885
Loss on disposal of property, plant and equipment 143 –
Bank interest income (5,961) (9,478)
Imputed interest income on amounts 
 due from jointly controlled entities (6,261) – ANNUAL REPORT 2008
73
9. INCOME TAX EXPENSE
Year ended
31 December
From
9 February
2007 (date of
incorporation)
to 
31 December
2008 2007
USD’000 USD’000
Current tax
 – PRC Enterprise Income Tax
  – Current year 5,702 4,407
  – Overprovision in prior year (634) –
 – Land appreciation tax 5,703 1,692
10,771 6,099
Entities established in the PRC are subject to the PRC Enterprise Income Tax rate of 
25% (2007: 33%) of the assessable profits for the year/period.
On 16 March 2007, the PRC promulgated the Law of the PRC on Enterprise Income Tax 
(the “New Law”) by Order No. 63 of the President of the PRC. On 6 December 2007, 
the State Council of the PRC issued Implementation Regulations of the New Law. The 
New Law and Implementation Regulations changed the tax rate from 33% to 25% for 
the PRC subsidiaries from 1 January 2008.
Land appreciation tax is levied at progressive rates ranging from 30% to 60% on the 
appreciation of land value, being the proceeds from sales of properties less deductible 
expenditures including amortisation of land use rights, borrowing costs, business taxes 
and all property development expenditures. The tax is incurred upon transfer of property 
ownership.
No provision for taxation in other jurisdictions has been made as, in the opinion of the 
Directors of the Company, the income of the Group neither arises in, nor is derived 
from, other jurisdictions. CHINA CENTRAL PROPERTIES LIMITED
74
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. INCOME TAX EXPENSE (continued)
The tax charge for the year/period can be reconciled to the profit before taxation per the 
consolidated income statement as follows:
Year ended
31 December
From
9 February
2007 (date of
incorporation)
to 
31 December
2008 2007
USD’000 USD’000
Profit before taxation 26,463 9,755
PRC Enterprise Income Tax at 25% (2007: 33%) 6,616 3,219
Tax effect of share of loss (profit) of jointly 
 controlled entities 634 (315)
Tax effect of expenses not deductible for tax 
 purposes 17,018 14,466
Tax effect of income not taxable (17,360) (13,052)
Land appreciation tax 5,703 1,692
Tax effect of land appreciation tax (1,426) (558)
Tax effect of tax losses not recognised 757 905
Overprovision of taxation in prior year (634) –
Utilisation of tax losses previously not recognised (615) –
Others 78 (258)
Tax charge for the year/period 10,771 6,099
At the balance sheet date, the Group has unused tax losses of USD4,016,000 (2007: 
USD6,130,000) available for offset against future profits that may be carried forward 
for 5 years. No deferred tax asset has been recognised in respect of the tax losses as it 
is not probable that taxable profit will be available due to unpredictability of future 
taxable profit streams. ANNUAL REPORT 2008
75
10. DIRECTORS’ EMOLUMENTS
The emoluments paid or payable to the Directors of the Company were as follows:
Year ended 31 December 2008
From
9 February
2007 (date of
incorporation)
to
31 December
 2007
Name of Directors Fees
Salaries
and other
benefits
Retirement
benefit
costs Total Total
USD’000 USD’000 USD’000 USD’000 USD’000
Non-Executive Chairman
Mr. Vincent H.S. Lo 5 – – 5 3
Non-Executive Director
Mr. Frankie Y.L. Wong 1 – – 1 1
Executive Directors
Mr. David W.K. Wong (Note) 1 448 15 464 231
Mr. Raymond F.L. Wong 1 465 7 473 230
Independent Non-Executive 
 Directors
Mr. David Eldon 32 – – 32 23
Mr. Nicholas Brooke 32 – – 32 23
Mr. Kay-Cheung Chan 39 – – 39 27
Mr. Alexander R. Hamilton 32 – – 32 23
Mr. Moses K.T. Tsang 29 – – 29 21
172 913 22 1,107 582
Note:
Mr. David W.K. Wong resigned as an executive director effective from 1 November 2008. CHINA CENTRAL PROPERTIES LIMITED
76
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
11. DIVIDEND
Year ended
31 December
From
9 February
2007 (date of
incorporation)
to 
31 December
2008 2007
USD’000 USD’000
Dividend recognised as distributions during
 the year/period:
Interim, paid – 1.0 pence (approximately
 US1.8 cents) (2007: Nil) 5,185 –
A final dividend of 0.5 pence (approximately US0.7 cent) per share (2007: Nil) was 
approved by the Directors of the Company on 2 April 2009.
12. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share attributable to the equity 
holders of the Company is based on the following data:
Year ended
31 December
From
9 February
2007 (date of
incorporation)
to 
31 December
2008 2007
USD’000 USD’000
Earnings
Earnings for the purposes of 
 basic earnings per share 15,692 3,656
Effect of dilutive potential ordinary shares
 for convertible bonds issued:
 Amortised interest expenses on convertible
  bonds (Note) – 13,044
 Fair value change on embedded derivatives
  in relation to convertible bonds issued (Note) – (15,819)
 Gain on re-purchase of own convertible
  bonds (Note) – –
Earnings for the purposes of diluted earnings
 per share 15,692 881 ANNUAL REPORT 2008
77
12. EARNINGS PER SHARE (continued)
Year ended
31 December
From
9 February
2007 (date of
incorporation)
to 
31 December
2008 2007
’000 ’000
Number of shares
Weighted average number of ordinary shares for
 the purposes of basic earnings per share 292,426 183,979
Effect of dilutive potential ordinary shares for
 convertible bonds (Note) – 46,620
Weighted average number of ordinary shares for
 the purpose of diluted earnings per share 292,426 230,599
Note:
The computation of diluted earnings per share in 2008 did not assume the conversion of the 
Company’s outstanding convertible bonds since their exercise would result in an increase in 
earnings per share.
13. INTERESTS IN JOINTLY CONTROLLED ENTITIES
2008 2007
USD’000 USD’000
Cost of unlisted investments in jointly 
 controlled entities (Note a) 30,656 –
Exchange realignment 135 28
Share of post-acquisition (losses) profits (1,580) 956
29,211 984 CHINA CENTRAL PROPERTIES LIMITED
78
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
13. INTERESTS IN JOINTLY CONTROLLED ENTITIES (continued)
As at 31 December 2008, the Group had interests in the following jointly controlled 
entities:
Name of entity
Place of
incorporation/
registration
and
operation
Class of
share held
Proportion of
nominal value
of issued 
capital/
registered 
capital held 
by the Group
Principal
activity
Honest Joy Investments
 Limited
British Virgin
Islands (“BVI”)
Ordinary 70%
(Note b)
Investment
holding
Pacific Hill Limited Hong Kong Ordinary 70%
(Note b)
Investment
holding
Shenyang Hua Hui
 Properties Co., Ltd.
PRC Registered
  capital
70%
(Note b)
Property
development
Broad Wise Limited BVI Ordinary 40%
(Note c)
Investment
holding
Loyal Max Investments
 Limited
Hong Kong Ordinary 40%
(Note c)
Investment
holding
瀋陽中滙達房地產
  有限公司
PRC Registered
 capital
40%
(Note c)
Property
development
Shenyang Zhong Hui Da
 Properties Co., Ltd.
Mountain Snow
 Barbados SRL
Barbados Common
 quotas
50% Investment 
holding
Chengdu Shui On
 Huiyuan Property
 Co., Ltd.
PRC Registered
 capital
50% Property
development
Gracious Spring
 Investment Limited
BVI Ordinary 50% Investment
holding
Giroverse Corporation BVI Ordinary 50% Investment
holding
Lancewood Enterprises
  Limited
Hong Kong Ordinary 50% Investment
holding
Shorewood Investments
 Limited
Hong Kong Ordinary 50% Investment
holding
Orient Home Chengdu
 Jinniu Zhiye Co., Ltd.
PRC Registered
 capital
24.5% Property
development
Jointly controlled entities are accounted for using the equity method of accounting. ANNUAL REPORT 2008
79
13. INTERESTS IN JOINTLY CONTROLLED ENTITIES (continued)
Notes:
(a) Included in cost of investment is an amount of USD30,656,000 which represents 
deemed contribution arising from fair value adjustment on interest free loans 
advanced to jointly controlled entities (details as set out in note 14).
(b) Honest Joy Investments Limited (“Honest Joy”) holds 100% equity interests in 
Pacific Hill Limited which in turn holds Shenyang Hua Hui Properties Co., Ltd. 
Pursuant to the terms stipulated under the shareholders deed relating to Honest 
Joy, significant financial and operating decisions require approval by the holders 
of at least 75% of the shares outstanding and entitled to vote at the meetings of 
the shareholders. As neither the Group nor the other joint venture partner has the 
ability to control over these companies, the Group accounts for these investments 
as jointly controlled entities.
 Subsequent to the year end, the Group has purchased the remaining 30% equity 
interest in Honest Joy from a joint venture partner, details of which are set out in 
note 36(i) to the consolidated financial statements.
(c) Broad Wise Limited (“Broad Wise”) holds 100% equity interests in Loyal Max 
Investments Limited which in turn holds Shenyang Zhong Hui Da Properties 
Co., Ltd. Pursuant to the terms stipulated under the shareholders deed relating 
to Broad Wise, significant financial and operating decisions require approval by 
the holders of at least 85% of the shares outstanding and entitled to vote at the 
meetings of the shareholders. As neither the Group nor the other joint venture 
partners has the ability to control over these companies, the Group accounts for 
these investments as jointly controlled entities. CHINA CENTRAL PROPERTIES LIMITED
80
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
13. INTERESTS IN JOINTLY CONTROLLED ENTITIES (continued)
The summarised financial information in respect of the Group’s effective interest in the 
jointly controlled entities which are accounted for using the equity method is set out 
below:
2008 2007
USD’000 USD’000
Current assets 117,863 29,518
Non-current assets 40,574 84
Current liabilities (29,780) (28,618)
Non-current liabilities (99,446) –
Income 4,479 1,012
Expenses (7,015) (56)
14. AMOUNTS DUE FROM/TO JOINTLY CONTROLLED ENTITIES
Amounts due from jointly controlled entities of principal amounts of approximately 
USD123,841,000 (2007: Nil) are not planned to be settled within twelve months 
from the balance sheet date, accordingly, the balances are classified as non-current. On 
application of IAS 39 “Financial Instrument – Recognition and Measurement”, the fair 
values of these amounts are determined based on effective interest rate of 7% (2007: 
Nil) per annum on initial recognition. The difference between the principal amounts 
of the advances and their fair values, determined on initial recognition amounting to 
approximately USD30,656,000 (2007: Nil), has been included in the investment costs 
in jointly controlled entities as deemed contribution to the jointly controlled entities.
Amounts due from jointly controlled entities classified as current asset are unsecured, 
non-interest bearing and repayable on demand.
Amounts due to jointly controlled entities are unsecured, non-interest bearing and 
repayable on demand. ANNUAL REPORT 2008
81
15. PROPERTY, PLANT AND EQUIPMENT
Leasehold
improvements
Motor
vehicles
Furniture,
fixtures
and office
equipment
Computer
equipment Total
USD’000 USD’000 USD’000 USD’000 USD’000
Cost
Acquisition during the period
 and as at 31 December 2007 329 397 281 714 1,721
Additions 923 270 406 404 2,003
Disposals – (43) (53) (85) (181)
Exchange realignment 23 27 19 49 118
At 31 December 2008 1,275 651 653 1,082 3,661
Depreciation
Charge for the period and
 at 31 December 2007 53 46 22 112 233
Charge for the year 183 114 88 343 728
Disposals – (11) (11) (16) (38)
Exchange realignment 4 3 1 8 16
At 31 December 2008 240 152 100 447 939
Carrying Amount
At 31 December 2008 1,035 499 553 635 2,722
At 31 December 2007 276 351 259 602 1,488
The above items of property, plant and equipment are depreciated on a straight-line 
basis at the following rates per annum:
Leasehold improvements Over the term of the lease
Motor vehicles 25%
Furniture, fixtures and office equipment 25%
Computer equipment 50% CHINA CENTRAL PROPERTIES LIMITED
82
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
16. DEPOSITS FOR ACQUISITION OF PROPERTIES COMPANIES
The amount in 2007 represented deposits paid for acquisition of interests in partially-
completed property companies located in Shenyang and Guangzhou, the PRC.
17. PROPERTIES HELD FOR SALE/PROPERTIES UNDER 
DEVELOPMENT FOR SALE
The Group’s properties held for sale and properties under development for sale are 
situated in the PRC. The Group is in the process of obtaining the title deeds of certain 
properties under development for sale with the carrying amount of USD99,219,000 
(2007: USD115,120,000).
The cost of properties sold recognised as an expense includes USD4,985,000 (2007: Nil) 
in respect of write-down of properties held for sale to net realisable value.
18. FOREIGN EXCHANGE FORWARD CONTRACTS
2008 2007
USD’000 USD’000
Foreign exchange forward contracts
 – (liabilities) assets (5,699) 14,835
The major terms of the foreign exchange forward contracts are as follows:
2008
Notional amount Maturity Currency Forward rate
Sell USD50,000,000 30 June 2009 RMB/USD RMB6.1495:USD1
2007
Notional amount Maturity Currency Forward rate
Sell USD150,000,000 26 June 2008 RMB/USD RMB7.269:USD1
Sell USD150,000,000 26 June 2008 RMB/USD RMB7.271:USD1
Sell USD40,000,000 26 December 2008 RMB/USD RMB7.113:USD1
Sell USD40,000,000 26 December 2008 RMB/USD RMB7.114:USD1 ANNUAL REPORT 2008
83
19. AMOUNTS DUE FROM/TO RELATED COMPANIES
2008 2007
USD’000 USD’000
Amounts due from:
 A holding company of a shareholder (Note a) 35 11,075
 Fellow subsidiaries of a shareholder 3,484 1,899
3,519 12,974
Amounts due to:
 A holding company of a shareholder – 697
 Fellow subsidiaries of a shareholder (Note b) 2,371 4,119
2,371 4,816
The balances are unsecured, interest free and repayable on demand.
Notes:
(a) The amount due from a holding company of a shareholder in prior year mainly represented 
receivable arising from a back-to-back funding arrangement, which bore interest at rates 
ranging from 4.48% to 5.09% per annum between a holding company of a shareholder 
and a subsidiary of the Company. The balance was fully repaid during the year.
(b) The amounts due to fellow subsidiaries of a shareholder are interest free and mainly 
represent fee payable in relation to the construction and project management services.
20. LOAN TO A RELATED COMPANY
The amount represents an entrustment loan provided to a partner of a jointly controlled 
entity, which is secured by the equity interest of that joint venture partner in the jointly 
controlled entity, bears fixed interest rate of 2.79% per annum and is repayable by 15 
December 2009. CHINA CENTRAL PROPERTIES LIMITED
84
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. TRADE AND OTHER RECEIVABLES
2008 2007
USD’000 USD’000
Trade receivables (Note a) 60,855 11,559
Other receivables, deposits and prepayments (Note b) 54,291 4,299
Amount due from a former shareholder of
 a subsidiary – 12,819
115,146 28,677
Notes:
(a) Ageing of trade receivables
2008 2007
USD’000 USD’000
Not yet due 35,401 10,298
Overdue by:
 1 – 60 days 25,166 629
 61 – 90 days – 205
 Over 91 days 288 427
60,855 11,559
Trade receivables arose from sales of properties which were due for settlement in accordance 
with the terms of the related sale and purchase agreements.
(b) Included in other receivables at 31 December 2008 is an amount of USD46,976,000 
due from the buyer of Beijing Huapu Centre (the “Buyer”) as part of the sales proceeds 
pursuant to the sale agreement (the “Sale Agreement”) signed on 4 February 2008, of 
which approximately USD4,389,000 and USD42,587,000 was due in August 2008 and 
December 2008 respectively.
Subsequent to the balance sheet date, the Group entered into a supplemental agreement 
with the Buyer to re-arrange the repayment of these receivables. Pursuant to this 
agreement, the Group advanced an unsecured entrustment loan to the Buyer in the amount 
of RMB120,000,000 (approximately USD17,556,000), bore interest at the People’s Bank 
of China (“PBOC”) Prescribed Interest Rate and due for repayment on 30 September 
2009. In return, the Buyer repaid to the Group a net amount of USD20,463,000, 
which comprised: (i) a cash collateral amounting to USD30,704,000 which remained 
in an entity owned by the Buyer (which held Beijing Huapu Centre and was sold by 
the Group to the Buyer) to secure one of its bank loans existing at the time of the Sale 
Agreement, (ii) an outstanding amount of USD4,389,000 due in August 2008, and net 
of (iii) outstanding construction costs borne by the Group under the Sale Agreement 
amounting to RMB100,000,000 (approximately USD14,630,000) which was included 
in trade payables at 31 December 2008.
Under this re-arrangement, the Group’s outstanding receivables from the Buyer is 
reduced from USD46,976,000 to USD29,439,000. The Directors consider that this re-
arrangement can effectively reduce the Group’s credit risk exposure on the outstanding 
receivables from the Buyer. ANNUAL REPORT 2008
85
22. PLEDGED BANK DEPOSITS AND BANK BALANCES
Pledged bank deposits represent deposits pledged to banks to secure the banking facilities 
granted to the Group in respect of bank borrowings.
Bank balances carry interest at market rates which range from 1.18% to 5.3% (2007: 
3.95% to 5.68%). The pledged deposits carry interest at market rates, which range from 
1.71% to 3.33% (2007: 3.70% to 5.55%). The pledged bank deposits will be released 
upon the settlement of relevant bank borrowings.
23. SHARE CAPITAL
Number of shares Nominal value
2008 2007 2008 2007
£ £
Authorised share capital:
 Ordinary shares of
  £0.01 each 331,227,320 331,227,320 3,312,273 3,312,273
Issued and fully paid:
 Ordinary shares of
  £0.01 each
 Balance at beginning of
  the year/period 298,602,000 – 2,986,020 –
 Issue of shares (Notes (i)
  to (iii)) – 298,602,000 – 2,986,020
 Shares repurchased and
  cancelled (Note (iv)) (17,408,989) – (174,090) –
Balance at end of
 the year/period 281,193,011 298,602,000 2,811,930 2,986,020
Nominal value
2008 2007
USD’000 USD’000
Shown in the consolidated financial statements as 5,557 5,901 CHINA CENTRAL PROPERTIES LIMITED
86
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. SHARE CAPITAL (continued)
Notes:
The movement of issued share capital is as follows:
(i) On 13 June 2007, the Company issued and placed 151,230,000 ordinary shares of 
nominal value of £0.01 each for admission to AIM at the price of £1.00 per share (“Placing 
Price”).
(ii) On 13 June 2007, the Company issued 119,004,000 ordinary shares as consideration 
shares for the acquisition of the contributing projects pursuant to the asset injection 
agreements.
(iii) On 25 June 2007, the Company issued 22,684,000 ordinary shares upon completion of 
the over-allotment option in connection with the Company’s placing of ordinary shares. 
In addition, an existing shareholder has, as a result of the exercise of the over-allotment 
option and pursuant to a top-up right in the subscription agreement, subscribed for 
5,684,000 new ordinary shares in the Company at the Placing Price.
(iv) During the year ended 31 December 2008, the Company re-purchased 17,408,989 
ordinary shares of £0.01 each in the Company at prices ranged from £0.36 to £0.71 per 
share. The re-purchased shares have upon acquisition been cancelled.
All shares issued above are ranked pari passu in all respects.
24. CONVERTIBLE BONDS
On 13 June 2007, the Company issued USD200,000,000 2.00 per cent. coupon 
convertible bonds due on 13 June 2012 (the “Convertible Bonds”). The Convertible 
Bonds are denominated in USD and are convertible into fully-paid shares with par value 
of £0.01 each of the Company.
The net proceeds received from the issue of the Convertible Bonds have been split between 
a straight debt component and the embedded derivatives which comprise conversion 
option, bondholders redemption option and issuer redemption option (collectively the 
“derivative component”). Straight debt component is stated at amortised cost at the 
effective interest rate of 14.56% per annum. The derivative component is stated at fair 
value. ANNUAL REPORT 2008
87
24. CONVERTIBLE BONDS (continued)
During the year, the Company re-purchased USD26,000,000 in principal amount of 
the Convertible Bonds at a price range of 87 to 89 per cent. of their principal amounts. 
The re-purchased Convertible Bonds have upon acquisition been cancelled.
Straight debt
Compound embedded 
derivatives
2008 2007 2008 2007
USD’000 USD’000 USD’000 USD’000
At the beginning of
 the year/period 173,221 – 16,624 –
Convertible bonds issued 
 on 13 June 2007 – 162,177 – 32,443
Amortised interest charged
 during the year/period
 (Note 6) 23,255 13,044 – –
Changes in fair value (Note 7) – – (3,111) (15,819)
Payment of coupon interest
 during the year/period (3,676) (2,000) – –
Re-purchase by the Company
 during the year (23,373) – (2,034) –
At the end of the year/period 169,427 173,221 11,479 16,624
At 31 December 2008, USD25,000,000 (2007: USD25,000,000) of the principal 
amount of the Convertible Bonds are held by a subsidiary of Shui On Construction and 
Materials Limited (“SOCAM”). CHINA CENTRAL PROPERTIES LIMITED
88
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
24. CONVERTIBLE BONDS (continued)
Conversion
The bondholders shall have the right to convert their Convertible Bonds (or any of 
them) into shares of the Company at any time during the period beginning on (and 
including) the date falling 41 days after 13 June 2007 (the “Issue Date”) and ending on 
(and including) the date falling 7 days prior to 13 June 2012 (the “Maturity Date”).
Redemption
Unless previously redeemed, converted or purchased and cancelled, the Convertible 
Bonds will be redeemed at the greater of (a) the current market price of shares into which 
such Convertible Bonds could be converted (assuming that all Convertible Bonds were 
converted as at the Maturity Date) and (b) the redemption price at 146.62 per cent. of 
their principal amount, together with accrued interest on the Maturity Date.
Redemption at the Option of the Bondholders (“Put Option”)
A bondholder will have the right, at such holder’s option, to require the Company to 
redeem all or some only of such holder’s Convertible Bonds on the third anniversary of 
the Issue Date (the “Non-QPO Put Option Date”) at 123.51 per cent. of the principal 
amount of such Convertible Bond as at the relevant date fixed for redemption together 
with accrued interest to the date fixed for redemption if the listing date has not occurred 
prior to the Non-QPO Put Option Date. ANNUAL REPORT 2008
89
24. CONVERTIBLE BONDS (continued)
Redemption at the Option of the Company (“Early Redemption Option”)
The Company may at any time on or prior to the date that falls on the first anniversary 
of the date on which the shares are listed on a qualified Stock Exchange, redeem all, or 
some only of the Convertible Bonds at their early redemption amount (as defined in the 
Admission Document) together with interest accrued to the date fixed for redemption 
if the mid-market closing price for the shares (as derived from the daily quotation sheet 
of a qualified Stock Exchange) translated into USD at the prevailing rate for the relevant 
day, for each of 20 consecutive trading days, the last of which occurs not more than 30 
days prior to the date upon which notice of such redemption is published was at least 
130 per cent. of the early redemption amount divided by the prevailing conversion ratio. 
The Company may also at any time redeem all, but not some only, of the Convertible 
Bonds at their early redemption amount together with interest accrued to the date fixed 
for redemption if 90 per cent. in principal amount of the Convertible Bonds originally 
issued has already been converted, redeemed or purchased and cancelled.
25. BANK BORROWINGS
2008 2007
USD’000 USD’000
Amount due within a period of:
 On demand or within one year
  (under current liabilities) 33,549 147,852
 More than one year, but not exceeding
  three years (under non-current liabilities) 29,263 66,397
62,812 214,249
Analysis of bank borrowings by currency:
 Denominated in RMB (Note a) 29,263 214,249
 Denominated in HKD (Note b) 33,549 –
62,812 214,249 CHINA CENTRAL PROPERTIES LIMITED
90
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
25. BANK BORROWINGS (continued)
Notes:
(a) The bank borrowings denominated in RMB are interest bearing at the following rates 
per annum and subject to the maturity dates stated below:
Maturity date 2008 2007
USD’000 USD’000
93% of PBOC Prescribed 
 Interest Rate
15 January 2008 – 54,760
95% of PBOC Prescribed 
 Interest Rate
8 February 2008 – 33,541
PBOC Prescribed 
 Interest Rate
28 May 2009 – 16,428
103% of PBOC Prescribed 
 Interest Rate
8 December 2008 – 49,968
103% of PBOC Prescribed 
 Interest Rate
8 June 2009 – 49,969
PBOC Prescribed 
 Interest Rate
Subject to annual 
 review
– 9,583
7.56% 10 January 2011 29,263 –
29,263 214,249
 The bank borrowings as at the balance sheet dates were secured by certain properties 
under development for sale and pledged bank deposits of USD65,584,000 (2007: 
properties interests of USD204,283,000) and USD4,390,000 (2007: USD128,592,000) 
respectively.
(b) The bank borrowings denominated in HKD are unsecured, interest bearing at 1-month 
Hong Kong Interbank Offered Rate (“HIBOR”) plus margin rates ranging from 0.75% 
to 1.25% per annum, and are due for repayment on or before 18 August 2009. ANNUAL REPORT 2008
91
26. TRADE AND OTHER PAYABLES
2008 2007
USD’000 USD’000
Trade payables 30,151 32,558
Other payables 11,973 12,344
Amount due to a former shareholder of a subsidiary – 12,458
42,124 57,360
Trade payables principally comprise amounts outstanding for construction costs and 
land costs.
27. LOANS FROM RELATED COMPANIES
The loans from related companies represent advances for financing the acquisition and 
construction of certain contributing projects in the PRC prior to their acquisition by 
the Group.
The amount at 31 December 2008 is unsecured, interest free and repayable on 
demand.
As at 31 December 2007, other than an amount of USD11,395,000 due to a related 
company was under the back-to-back funding arrangement as mentioned in note 19, 
which bore interest at 98% of PBOC Prescribed Interest Rate per annum, the remaining 
amounts were unsecured, interest free and repayable on demand. CHINA CENTRAL PROPERTIES LIMITED
92
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. FINANCIAL INSTRUMENTS
The Group’s major financial instruments include pledged bank deposits, trade and 
other receivables, amounts due from jointly controlled entities and related companies, 
bank balances, trade and other payables, amounts due to related companies and jointly 
controlled entities, loans from related companies, bank borrowings, convertible bonds 
and derivative financial instruments. Details of these financial instruments are disclosed 
in respective notes. The risks associated with these financial instruments and the policies 
on how to mitigate these risks are set out below. The Group manages and monitors these 
exposures to ensure appropriate measures are implemented in a timely and effective 
manner.
Categories of financial instruments
2008 2007
USD’000 USD’000
Financial assets
Loans and receivables (including cash 
 and cash equivalents) 524,443 309,739
Fair value through profit or loss
 (deemed as held for trading)
 Derivative financial instruments – 14,835
Financial liabilities
Amortised cost 296,189 469,159
Fair value through profit or loss
 (deemed as held for trading)
 Derivative financial instruments 17,178 16,624 ANNUAL REPORT 2008
93
28. FINANCIAL INSTRUMENTS (continued)
Financial risk management objectives and policies
(a) Market risk
The Group’s activities expose primarily to the financial risks of changes in interest 
rates, foreign currency exchange rates and equity prices.
(i) Interest rate risk
 The Group is exposed to cash flow interest rate risk due to the fluctuation 
of the prevailing market interest rate on bank deposits and variable-rate 
borrowings. The Group is also exposed to fair value interest rate risk which 
relates primarily to its debt portion of the convertible bonds issued by the 
Company and fixed-rate borrowing. The Group currently does not use any 
derivative contracts to hedge its exposure to interest rate risk. However, 
the management will consider hedging significant interest rate exposure 
should the need arise.
 The Group’s exposures to interest rates on financial liabilities are detailed in 
the liquidity risk management section of this note. The Group’s cash flow 
interest rate risk is mainly concentrated on the fluctuation of the PBOC 
Prescribed Interest Rate and HIBOR arising from the Group’s RMB and 
HKD denominated borrowings and the variable interest rates on bank 
deposits.
 At the balance sheet date, if interest rates had been increased/decreased 
by 50 basis points and all other variables were held constant, the Group’s 
profit would increase/decrease by approximately USD1,129,000 for the 
year ended 31 December 2008 (For the period ended 31 December 2007: 
USD127,000). The sensitivity analysis is prepared for variable-rate bank 
balances and bank borrowings assuming the amount at the balance sheet 
date was outstanding for the whole period. CHINA CENTRAL PROPERTIES LIMITED
94
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. FINANCIAL INSTRUMENTS (continued)
Financial risk management objectives and policies (continued)
(a) Market risk (continued)
(ii) Foreign currency risk
 The Group’s transactions were mainly conducted in RMB, the functional 
currency of the Company and its subsidiaries. However, the Group holds 
certain cash balances denominated in the US Dollars, being the proceeds 
raised through the AIM listing, the issue of the convertible bonds and sales 
of properties, it has exposure to exchange rate fluctuation. In addition, the 
Group has certain Hong Kong Dollars denominated financial assets to 
facilitate future acquisitions and funding requirements. The Group manages 
its foreign currency risks by entering into forward contracts, and by closely 
monitoring the movement of the foreign currency exchange rates.
The carrying amounts of the Group’s foreign currency denominated monetary 
assets and monetary liabilities at the balance sheet date are as follows:
2008 2007
USD’000 USD’000
Assets
Hong Kong Dollars 3,086 60,866
US Dollars 401,611 211,922
Liabilities
Hong Kong Dollars 35,193 1,547
US Dollars 169,484 173,705 ANNUAL REPORT 2008
95
28. FINANCIAL INSTRUMENTS (continued)
Financial risk management objectives and policies (continued)
(a) Market risk (continued)
(ii) Foreign currency risk (continued)
Foreign currency sensitivity
The Group mainly exposes to the fluctuation of USD and the Hong Kong 
Dollars. The following table details the Group’s sensitivity to a 5% increase 
and decrease in the RMB against the relevant foreign currencies. 5% is 
the sensitivity rate used when reporting foreign currency risk internally 
to key management personnel and represents management’s assessment of 
the reasonably possible change in foreign exchange rates. The sensitivity 
analysis includes only outstanding foreign currency denominated monetary 
items and adjusts their translation at the year/period end for a 5% change 
in foreign currency rates and all other variables are held constant. The 
sensitivity analysis includes convertible bonds, bank borrowings as well 
as bank balances. A negative number indicates a decrease in profit for the 
year/period where the RMB strengthens against the relevant currency. For 
a 5% weakening of the RMB against the relevant foreign currencies, there 
would be an equal and opposite impact on the profit and the balances below 
would be positive.
2008 2007
USD’000 USD’000
Hong Kong Dollars 1,584 (2,883)
US Dollars (11,454) (1,857)
(9,870) (4,740)
The impact of the fair value change in the foreign exchange forward contract 
assuming a 5% strengthening of the RMB against USD on profit or loss 
would be an increase in profit for the year of USD2,250,000 (2007: an 
increase in profit of USD16,700,000). For a 5% weakening of the RMB 
against USD, there would be an equal and opposite impact on the profit. CHINA CENTRAL PROPERTIES LIMITED
96
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. FINANCIAL INSTRUMENTS (continued)
Financial risk management objectives and policies (continued)
(a) Market risk (continued)
(iii) Price risk
The embedded conversion option of the convertible bonds issued by the 
Company exposes the Group to equity price risk. Details of the convertible 
bonds issued by the Company are set out in note 24.
If the volatility of share price of the Company to the valuation model had 
been 5% higher/lower while all other variables were held constant, the 
profit for the year/period would decrease/increase by USD176,000 (2007: 
USD1,619,000).
(b) Credit risk
The Group’s maximum exposure to credit risk in the event of the counterparties’ 
failure to perform their obligations in relation to each class of recognised financial 
assets is the carrying amount of those assets as stated in the consolidated balance 
sheet and the amount of contingent liabilities in relation to financial guarantee 
issued by the Group as disclosed in note 33.
The management closely monitors its credit exposure by implementation of policies 
for determination of credit limits, credit approvals and making necessary follow-
up actions to minimise its credit risk throughout the year/period. In addition, the 
Group reviews the recoverable amount of amount due from each counterparty at 
each balance sheet date to ensure that adequate impairment losses are made for 
irrecoverable amounts.
The credit risk on liquid funds is limited because the counterparties are banks 
with high credit ratings assigned by international credit-rating agencies or state-
owned banks in the PRC.
The Group has a certain concentration of credit risk as 47% (2007: Nil) of the trade 
and other receivables was due from the Group’s largest customer. With respect to 
credit risk arising from amounts due from jointly controlled entities and related 
companies, the management of the Company considers that the Group’s exposure 
to credit risk arising from default of these related parties is limited as these related 
parties have sufficient net assets to repay their debts and the Group does not expect 
to result in any financial loss for amounts due from these related parties. ANNUAL REPORT 2008
97
28. FINANCIAL INSTRUMENTS (continued)
Financial risk management objectives and policies (continued)
(c) Capital management
The Group manages its capital to ensure that entities in the Group will be able to 
continue as a going concern while maximising the return to shareholders through 
the optimisation of the debt and equity mix.
The capital structure of the Group consists of debt, which includes the convertible 
bonds and bank borrowings disclosed in notes 24 and 25 respectively, and equity 
attributable to equity holders of the Company, comprising capital and reserves.
Gearing ratio
The gearing ratio at the balance sheet date was as follows:
2008 2007
USD’000 USD’000
Pledged bank deposits, bank balances
 and cash 259,409 239,549
Less: Debt (232,239) (387,470)
Net cash (debt) 27,170 (147,921)
Equity 638,660 602,654
Net debt to equity ratio Not applicable 25%
The Directors of the Company review the capital structure periodically. As part 
of this review, the Directors of the Company assess budgets of major projects 
taking into account of the provision of funding. Based on the operating budgets, 
the Directors consider the cost of capital and the risks associated with each class 
of capital and balance its overall capital structure through the issue of new shares, 
new debt or the redemption of existing debt.
The Group’s overall strategy remains unchanged over the year. CHINA CENTRAL PROPERTIES LIMITED
98
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. FINANCIAL INSTRUMENTS (continued)
Financial risk management objectives and policies (continued)
(d) Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and 
the flexibility through the use of bank and other borrowings. At 31 December 2008, 
the Group’s net current assets were USD702,009,000 (2007: USD530,775,000). 
In the opinion of the Directors of the Company, most of the borrowings that 
mature within one year can be renewed on the strength of the Group’s asset base. 
The Group expects to have adequate sources of funding to finance the Group’s 
projects and operations.
The following table details the Group’s contractual maturity for its financial 
liabilities.
The tables have been drawn up based on the undiscounted cash flows of financial 
liabilities based on the earliest date on which the Group can be required to pay. 
The table includes both interest and principal cash flows.
Weighted
average
effective
interest
rate
Carrying
amount
at
31 December
Less than
3 months
3 months
to
1 year 1-2 years 2-3 years
Over
3 years
Total
undiscounted
cash flows
% USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
2008
Non-derivative  
 financial liabilities
Non-interest bearing
 Trade and other
  payables – 42,124 39,188 2,936 – – – 42,124
 Loans from related
  companies – 5,750 5,750 – – – – 5,750
 Amounts due to
  related companies – 2,371 2,371 – – – – 2,371
 Amounts due to 
  jointly controlled
  entities – 13,705 13,705 – – – – 13,705
Interest bearing
 Bank borrowings
  – variable rate 1.69% 33,549 140 33,653 – – – 33,793
  – fixed rate 7.56% 29,263 545 1,667 2,213 29,317 – 33,742
 Convertible bonds 14.56% 169,427 – 3,480 3,480 3,480 258,599 269,039
296,189 61,699 41,736 5,693 32,797 258,599 400,524
Derivative instruments
 – net settlement 
    foreign 
    exchange
    forward
    contract
    – outflow – 5,699 – 5,699 – – – 5,699 ANNUAL REPORT 2008
99
28. FINANCIAL INSTRUMENTS (continued)
Financial risk management objectives and policies (continued)
(d) Liquidity risk (continued)
Weighted
average
effective
interest
rate
Carrying
amount
at
31 December
Less than
3 months
3 months
to
1 year 1-2 years 2-3 years
Over
3 years
Total
undiscounted
cash flows
% USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
2007
Non-derivative
 financial liabilities
Non-interest bearing
 Trade and other 
 payables – 57,360 50,014 2,933 3,863 322 228 57,360
 Loans from related
  companies – 8,118 8,118 – – – – 8,118
 Amounts due to 
  related companies – 4,816 3,654 1,162 – – – 4,816
Interest bearing
 Loans from related
  companies 5.88% 11,395 – 12,065 – – – 12,065
 Bank borrowings
  – variable rate 6.82% 214,249 85,924 66,561 73,630 – – 226,115
 Convertible bonds 14.56% 173,221 – 4,000 4,000 4,000 301,240 313,240
469,159 147,710 86,721 81,493 4,322 301,468 621,714 CHINA CENTRAL PROPERTIES LIMITED
100
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. FINANCIAL INSTRUMENTS (continued)
Financial risk management objectives and policies (continued)
(e) Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined as 
follows:
The fair value of foreign exchange forward contracts is determined by reference to 
valuation performed by a financial institution. The fair value of the straight debt 
portion of the Convertible Bonds at the date of issue is estimated using discounted 
cash flow analysis and the applicable yield curve. The fair values of the compound 
embedded derivatives are determined as follows:
(a) conversion option – Binomial Tree model.
(b) issuer redemption option – “With and Without Approach” (i.e. the value 
of convertible bonds in the absence of the issuer’s redemption right less 
the value of convertible bonds in the existence of the issuer’s redemption 
right).
(c) bondholders redemption option – by subtracting the fair value of the non-
puttable bond (i.e. straight bond value) from that of puttable bonds. The 
fair value of the puttable bond was developed by Binomial Tree Model.
The major inputs into the Binomial Tree Model for the calculation of the fair 
values of the embedded derivatives were as follows:
2008 2007
Risk free rate of interest 3.32% 4.60%
Dividend yield 2.75% 0%
Time to expiration 3.43 years 4.43 years
Volatility 55% 50%
The Directors consider that the carrying amounts of the financial assets and 
financial liabilities recorded at amortised cost in the financial information 
approximate their fair values. ANNUAL REPORT 2008
101
29. ACQUISITION OF ASSETS AND LIABILITIES THROUGH 
ACQUISITION OF SUBSIDIARIES
(a) On 17 June 2008, the Group acquired Beijing Fengqiao Villas through 
acquisition of 100% of the registered capital of Beijing Chaoteng Investment 
Management Co., Ltd. for the consideration of RMB193,500,000 (approximately 
USD28,077,000).
The net assets acquired in the transaction are as follows:
USD’000
Net assets acquired:
 Properties under development 26,626
 Bank balances and cash 1,451
28,077
Total consideration satisfied by:
 Cash paid – current year 28,077
Net cash outflow arising on acquisition:
 Bank balances and cash acquired (1,451)
 Cash consideration paid during the year 28,077
26,626 CHINA CENTRAL PROPERTIES LIMITED
102
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. ACQUISITION OF ASSETS AND LIABILITIES THROUGH 
ACQUISITION OF SUBSIDIARIES (continued)
(b) On 18 July 2008, the Group acquired 100% of the issued share capital of Infotach 
Assets Limited for the consideration of RMB816,000,000 (approximately 
USD119,581,000). This transaction has been reflected as a purchase of assets and 
liabilities.
The net assets acquired in the transaction are as follows:
USD’000
Net assets acquired:
 Properties under development 119,439
 Other receivables 139
 Bank balances and cash 3
119,581
Total consideration satisfied by:
 Cash paid – current year 35,937
  – prior period 83,644
119,581
Net cash outflow arising on acquisition:
 Bank balances and cash acquired (3)
 Cash consideration paid during the year 35,937
35,934
(c) On 12 April 2007, the Company entered into asset injection agreements to acquire 
the entire equity interests in, and certain shareholders’ loans to, property holding 
companies which own five distressed property development projects in the PRC 
(collectively named as “Contributing Projects”) which was settled by the issue of 
119,004,000 ordinary shares in the Company. The fair values of net asset acquired 
were amounted to approximately USD234,872,000.
 The net cash inflow arising on the acquisition of Contributing Projects was bank 
balances and cash acquired of USD29,988,000. ANNUAL REPORT 2008
103
29. ACQUISITION OF ASSETS AND LIABILITIES THROUGH 
ACQUISITION OF SUBSIDIARIES (continued)
(d) On 28 December 2007, the Group acquired 100% of the issued share capital of 
FD Real Estate Investments Limited for the consideration of RMB270,000,000 
(approximately USD36,963,000), which was settled by cash. The fair values of 
net assets acquired amounted to approximately USD36,963,000. This transaction 
has been reflected as a purchase of assets and liabilities.
 The net cash outflow arising on the acquisition of subsidiaries was as follows:
USD’000
Bank balances and cash acquired (1,617)
Cash consideration paid in prior period 24,505
Net cash outflow in prior year 22,888
Cash consideration paid in the current year (Note) 12,458
Total net cash outflow arising on the acquisition 
 of subsidiaries 35,346
Note:
In 2007, an amount of HKD100,000,000 (approximately USD12,819,000) was paid to 
the vendor as temporary payment and was included in trade and other receivables. Upon 
the settlement of the final payment of RMB91,000,000 (approximately USD12,458,000) 
during the year, such temporary payment was refunded to the Group. CHINA CENTRAL PROPERTIES LIMITED
104
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
30. DISPOSAL OF PROPERTIES INTERESTS
During the year ended 31 December 2008, the Group disposed of its interest in Beijing 
Huapu Centre through the disposal of 100% equity interest in Mountain Breeze 
(Barbados) SRL (“Mountain Breeze”), which has 100% interest in 北 京 中 天 宏 業 房 地 產 諮
詢有限公司 (Beijing Zhongtian Hongye Real Estate Consulting Company Limited).
The net assets of Mountain Breeze and its subsidiary at the date of disposal were as 
follows:
USD’000
Net assets disposed of:
Properties interests 221,221
Pledged bank deposits 43,066
Bank borrowings (130,332)
Other payables (1,687)
132,268
Gain on disposal 42,276
174,544
Satisfied by:
Cash 126,989
Deferred consideration 4,489
Receivable upon release of pledged bank deposits 43,066
174,544 ANNUAL REPORT 2008
105
31. RELATED PARTY TRANSACTIONS
(i) During the year, the Group incurred an investment management fee amounting 
to approximately USD14,256,000 (2007: USD4,241,000). The fee comprised 
a base fee of approximately USD9,295,000 (2007: USD4,241,000), of which 
USD1,424,000 (2007: USD855,000) was capitalised under properties under 
development for sale, and a performance fee of approximately USD4,961,000 
(2007: Nil), payable by the Group to SOCAM Asset Management (HK) Limited, 
a subsidiary of a shareholder of the Company.
(ii) During the year, the Group paid construction costs amounting to approximately 
USD8,007,000 (2007: Nil) to a subsidiary of a shareholder of the Company. The 
amount was capitalised under properties under development for sale.
(iii) During the year, the Group paid project management fee amounting to 
approximately USD3,978,000 (2007: USD1,184,000), of which USD3,524,000 
(2007: USD1,153,000) was capitalised under properties under development for 
sale, to subsidiaries of a shareholder of the Company.
(iv) During the year, the Group received interest income and paid interest 
expense amounting to approximately USD391,000 (2007: USD501,000) and 
USD1,345,000 (2007: USD562,000), respectively, in relation to back-to-back 
funding arrangements with a subsidiary of SOCAM and an unsecured loan from 
a jointly controlled entity of SOCAM.
(v) During the year, the Group made advances and repayments to related companies. 
Details of the balances are disclosed in the consolidated balance sheet and notes 
14, 19, 20 and 27.
32. CAPITAL COMMITMENTS
At 31 December 2008, the capital commitment of Group and its share in a jointly 
controlled entity, which is contracted for but not provided in the consolidated financial 
statements, is USD26,849,000 (2007: Nil). CHINA CENTRAL PROPERTIES LIMITED
106
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
33. CONTINGENT LIABILITIES
(i) At 31 December 2008, a subsidiary of the Company had outstanding guarantees 
issued in favour of banks amounting to USD1,706,000 (2007: USD7,986,000) 
in respect of mortgage facilities granted to the buyers of its residential properties. 
In the opinion of Directors, the likelihood of payment of guarantee is remote, 
accordingly, the fair value of the financial guarantee contracts is not significant.
(ii) At 31 December 2008, the Company and its wholly owned subsidiary, China 
Central Properties (BVI) Limited, have jointly given an indemnity in favour of 
a shareholder of the Company with respect to certain guarantees granted by the 
shareholder of the Company in favour of a bank as security for a bank loan granted 
to a then wholly-owned subsidiary of the Company (the “Subsidiary”) with an 
outstanding amount of RMB540,000,000 (approximately USD79,000,000). 
During the year ended 31 December 2008, the Subsidiary was sold to an 
independent third party who agreed to procure the repayment of the bank loan 
and this obligation is guaranteed by the parent company of the independent 
third party. In the opinion of the Directors of the Company, the fair value of the 
indemnity is insignificant at initial recognition and the Directors consider that 
the possibility of the default of the parties involved is remote, accordingly, no 
value has been recognised in the consolidated financial statements. ANNUAL REPORT 2008
107
34. OPERATING LEASE ARRANGEMENTS
The Group as lessee
Operating leases relate to office premises with lease terms of 1 to 5 years (2007: 1 to 3 
years). All operating lease contracts contain market review clauses in the event that the 
Group exercises its option to renew.
The Group does not have an option to purchase the leased asset at the expiry of the lease 
period.
2008 2007
USD’000 USD’000
Payments recognised as an expense
Minimum lease payments 115 66
Non-cancellable operating lease
 commitments expiring:
Not longer than 1 year 1,298 279
Longer than 1 year and not longer than 5 years 2,266 172
3,564 451 CHINA CENTRAL PROPERTIES LIMITED
108
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
34. OPERATING LEASE ARRANGEMENTS (continued)
The Group as lessor
Operating leases relate to the properties held for sale owned by the Group with lease 
terms of between 1 to 10 years. All operating lease contracts contain market review 
clauses in the event that the lessee exercises its option to renew. The lessee does not have 
an option to purchase the property at the expiry of the lease period.
The property rental income earned by the Group from its properties held for sale, all 
of which are leased out under operating leases, amounts to USD2,831,000 (2007: 
USD815,000).
2008 2007
USD’000 USD’000
Non-cancellable operating lease receivables 
 expiring:
Not longer than 1 year – 2,918
Longer than 1 year and not longer than 5 years – 4,313
Longer than 5 years – 2,981
– 10,212
No operating lease commitment remained at the year end as the relevant property held 
for sale was disposed of during the year. ANNUAL REPORT 2008
109
35. PARTICULARS OF PRINCIPAL SUBSIDIARIES
The Directors are of the opinion that a complete list of the particulars of all subsidiaries 
will be of excessive length and therefore the following list contains only the particulars 
of subsidiaries as at 31 December 2008 which principally affect the results or assets of 
the Group.
Name of subsidiary
Place of
incorporation/
establishment
and operation
Issued and
fully paid
share capital/
registered capital
Attributable
equity 
interest
held (Note)
Principal 
activities
北京億達房地產開發有限公司
Beijing Yida Estate 
 Development Company 
 Limited
PRC RMB30,000,000 100% Property 
development
北京超騰投資管理有限公司
Beijing Chaoteng Investment 
 Management Co., Ltd
PRC RMB10,000,000 100% Properties 
investment
Beijing Zhonghui Garden 
 Consulting Co., Ltd.
PRC USD2,250,000 100% Property 
development 
and consulting
 service
Caperidge Group Limited BVI 1,000
no par value shares
100% Investment 
holding
Channel Pacific Limited Hong Kong 1 share of HKD1.00 100% Investment 
holding
Chengdu Shui On Huida Property 
 Co., Ltd.
PRC RMB650,000,000 100% Property 
development
China Central Properties 
 (BVI) Limited
BVI 1 share of USD1.00 100% Investment 
holding
重慶豐德豪門實業有限公司
Chongqing Fengde Haomen 
 Properties Company Limited
PRC RMB10,000,000 100% Property 
development
 重慶豐德南洋實業有限公司
Chongqing Fengde Nanyang 
 Properties Company Limited
PRC RMB10,000,000 100% Property 
development CHINA CENTRAL PROPERTIES LIMITED
110
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
35. PARTICULARS OF PRINCIPAL SUBSIDIARIES (continued)
Name of subsidiary
Place of
incorporation/
establishment
and operation
Issued and
fully paid
share capital/
registered capital
Attributable
equity 
interest
held (Note)
Principal 
activities
Chongqing Fengde Land Limited PRC USD40,000,000 100% Investment 
holding
重慶豐德尊鼎實業有限公司
Chongqing Fengde Zunding 
 Properties Company Limited
PRC RMB10,000,000 100% Property 
development
Chongqing Hui Zheng Properties 
 Co., Ltd.
PRC USD75,000,000 100% Property 
development
Coral Waters (Barbados) SRL Barbados 60,000,000
Class A quotas
100% Investment 
holding
Dalian Shengyuan Real Estate 
 Consulting Co., Ltd.
PRC RMB50,000,000 100% Investment 
holding
Giant Sun Investments Limited BVI 1 share of USD1.00 100% Investment 
holding
廣州英發房地產開發有限公司
Guangzhou Infotach Property 
 Development Company Limited
PRC USD69,500,000 100% Property 
development
Infotach Assets Limited BVI 50,000 shares of 
USD1.00
100% Investment 
holding
Mass Relief International 
 Limited
BVI 1 share of 
USD1.00 each
100% Investment 
holding
Metro Sea Limited Hong Kong 1 share of HKD1.00 100% Investment 
holding
Mountain Mist (Barbados) SRL Barbados 15,000,000 
common quotas
100% Investment 
holding
Prosper Idea Limited BVI 50 shares of 
USD1.00 each
100% Investment 
holding ANNUAL REPORT 2008
111
35. PARTICULARS OF PRINCIPAL SUBSIDIARIES (continued)
Name of subsidiary
Place of
incorporation/
establishment
and operation
Issued and
fully paid
share capital/
registered capital
Attributable
equity 
interest
held (Note)
Principal 
activities
Tianjin Zhonghui 
 Real Estate  Co., Ltd.
PRC USD25,000,000 100% Property 
development
Tianjin Zhongan 
 Real Estate Co., Ltd.
PRC USD25,000,000 100% Property 
development
Tianjin Ruizhong 
 Real Estate Co., Ltd.
PRC USD25,000,000 100% Property 
development
Win Goal Investments  
 Limited
Hong Kong 1 share of  HKD1.00 100% Investment 
holding
Note:
The Company directly holds the equity interest in China Central Properties (BVI) Limited. All 
other equity interests shown above are indirectly held by the Company.
36. POST BALANCE SHEET EVENTS
(i) On 29 January 2009, the Group entered into an agreement with Perfect Eagle 
Group Limited (the “Seller”), a wholly-owned subsidiary of a US financial services 
company, for the purchase by the Group of the Seller’s 30% equity interest in Honest 
Joy Investments Limited (“Honest Joy”), together with the related shareholders 
loan made by the Seller to Honest Joy, for a consideration of USD5,600,000. Prior 
to the acquisition, Honest Joy was a 70% jointly controlled entity of the Group 
and the holding company for the development of the Shenyang Central Plaza Phase 
I project located in Shenyang, the PRC. Details of the transaction are set out in 
an announcement of the Company dated 29 January 2009. CHINA CENTRAL PROPERTIES LIMITED
112
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
36. POST BALANCE SHEET EVENTS (continued)
(ii) On 31 March 2009, CCP made an announcement as follows:
 “The Board of China Central Properties Limited refers to the announcement made 
by CCP on 12 March 2009 and notes the following announcement which has been 
made today by Shui On Construction and Materials Limited (“SOCAM”):
 “This announcement is made pursuant to Rule 13.09(1) of the Rules Governing the 
Listing of Securities on The Stock Exchange of Hong Kong Limited. The board of 
directors of SOCAM (the “Company”) wishes to announce that the Company has 
made an approach to CCP, which may or may not lead to an offer being made by 
the Company for CCP. There can be no assurance that an offer will be made but 
if made, the offer may constitute a very substantial acquisition on the part of the 
Company under Chapter 14 of the Rules Governing the Listing of Securities on 
The Stock Exchange of Hong Kong Limited. Shareholders and potential investors 
are advised to exercise due caution when dealing in the securities of the Company. 
A further announcement will be made as appropriate in due course.”
 The CCP Board emphasises that this matter is at an early stage and that there can 
be no assurance that an offer by SOCAM will be forthcoming. A further statement 
by the CCP Board will be issued in due course.” CORPORATE INFORMATION
Board of Directors
Non-Executive Chairman
Mr. Vincent H. S. Lo
Non-Executive Director
Mr. Frankie Y . L. Wong
Executive Director
Mr. Raymond F . L. Wong
Independent Non-Executive Directors
Mr. David Eldon
Mr. Nicholas Brooke
Mr. Kay-Cheung Chan
Mr. Alexander R. Hamilton
Mr. Moses K. T. Tsang
Investment Committee
Mr. Raymond F . L. Wong (Chairman)
Mr. Robert McCarthy
Mr. John Zwaanstra
Mr. Zoltan Varga
Audit Committee
Mr. Kay-Cheung Chan (Chairman)
Mr. Nicholas Brooke
Mr. Alexander R. Hamilton
Remuneration Committee
Mr. David Eldon (Chairman)
Mr. Vincent H. S. Lo
Mr. Moses K. T. Tsang
Company Secretary
Ms. Elaine H. T. Yuen
Auditor
Deloitte Touche Tohmatsu
Registered Office
33–37 Athol Street
Douglas
Isle of Man
IM1 1LB
Place of Business in Hong Kong
1101, 11th Floor, Shui On Centre
6–8 Harbour Road, Wanchai
Hong Kong
Nominated Adviser and Broker
Seymour Pierce Limited
20 Old Bailey,  
London, EC4M 7EN,  
United Kingdom
Registered Agent
Dickinson Cruickshank Fiduciaries Limited
33-37 Athol Street
Douglas
Isle of Man
IM1 1LB
CREST Settlement Agent
Computershare Investor Services (Channel Islands) Limited
P .O. Box 83, Ordinance House
31 Pier Road
St. Helier
Jersey JE4 8PW
Channel Islands
Principal Bankers
Hang Seng Bank Limited
The Bank of East Asia, Limited
Legal Advisers
Bingham McCutchen LLP
DLA Piper Hong Kong
Stock Code (AIM)
CCPL
Website
www.ccproperties.com.hk
TdA - Concept, design and production        www.tda.com.hk  www.ccproperties.com.hk
CHINA CENTRAL PROPERTIES LIMITED   ANNUAL REPORT 2008
CHINA CENTRAL PROPERTIES LIMITED
ANNUAL REPORT
 
2008
Listed on the Alternative Investment Market  
of the London Stock Exchange (“AIM”), 
China Central Properties Limited (“CCP” or the 
“Company”) is a real estate investment company 
focusing on the development of partially-
completed property projects in major and 
secondary cities in the Chinese Mainland. 
The Company is affiliated with the Shui On Group, 
which is a leader in property investment and 
development, construction and construction 
materials in China.
CORPORATE PROFILE