Annual Report 2009 - Greentown China Holdings Limited

Notes to the Consolidated Financial Statements
For The Year Ended 31 December 2009
28. CONVERTIBLE BONDS (Continued)
(i)
2006 Convertible Bonds (Continued)
The movements of the liability component and embedded derivatives of the convertible bonds for the
year are set out below:
Liability
component
Conversion
option
Bondholder
redemption
option
Issuer
redemption
option
Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2008 73,391 54,025 7,597 (17,378) 117,635
Exchange realignment (4,910) (1,832) (932) 565 (7,109)
Interest charged during
the year 10,032 – – – 10,032
Interest paid/payable
during the year (5,090) – – – (5,090)
Changes in fair value – (49,480) 13,347 16,656 (19,477)
At 31 December 2008 73,423 2,713 20,012 (157) 95,991
Redemption (73,423) (2,713) (20,012) 157 (95,991)
At 31 December 2009 – – – – –
(ii)
2007 Convertible Bonds
On 18 May 2007, the Company issued USD settled zero coupon convertible bonds (the “2007 Convertible
Bonds”) in an aggregate principal amount of RMB2,310,000,000 due 2012. The 2007 Convertible Bonds are
also listed on the Singapore Exchange Securities Trading Limited. The net proceeds from the issue of the
2007 Convertible Bonds are mainly used to finance the development of the Group’s existing projects and
new projects (including land acquisition costs), with the remainder being applied to the Group’s general
working capital requirement.
The 2007 Convertible Bonds constitute direct, unsubordinated, unconditional and unsecured obligations
of the Company, and shall at all times rank pari passu and without any preference or priority among
themselves.
The principal terms of the 2007 Convertible Bonds are as follows:
(i)
Guarantee
Each initial Subsidiary Guarantor (as defined below) has unconditionally and irrevocably
guaranteed, on a joint and several basis, the due payment of all sums expressed to be payable by
the Company under the 2007 Convertible Bonds and the trust deed (as amended or supplemented
from time to time, the “Trust Deed”) dated 18 May 2007 constituting the 2007 Convertible Bonds.
Each Subsidiary Guarantor’s obligations in respect of the 2007 Convertible Bonds and the Trust
Deed (the “Guarantee”) are contained in the Trust Deed.
The initial Subsidiary Guarantors (comprising all of the Subsidiary Guarantors which guarantee
the payment of the senior notes (as described in Note 29) as of 18 May 2007) are Richwise Holdings
Limited (BVI), Green Sea International Limited (BVI), Hua Yick Investments Limited (BVI), Best
Smart Enterprises Limited (BVI), Addgenius Enterprises Limited (BVI), Active Way Development
Limited (BVI) and Zest Rich Investments Limited (BVI).
Greentown China Holdings Limited Annual Report 2009 159