Annual Report 2009 - Greentown China Holdings Limited

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Notes to the Consolidated Financial Statements For The Year Ended 31 December 2009 28. CONVERTIBLE BONDS (Continued) (ii) 2007 Convertible Bonds (Continued) (i) Guarantee (Continued) The Company will cause each of its future Subsidiaries (as defined in the indenture dated 8 November 2006 constituting the senior notes) which guarantees the payment of amounts payable under the senior notes or the indenture to guarantee the payment of any amount payable under the 2007 Convertible Bonds or the Trust Deed. A Subsidiary Guarantor shall be simultaneously released from its obligations under the Guarantee upon the release of the Subsidiary Guarantor from its Subsidiary Guarantee under the indenture. The payment obligations of the Subsidiary Guarantors under the Guarantee shall at all times rank at least equally with all their other present and future unsecured and unsubordinated obligations. (ii) (iii) USD settlement All amounts due under, and all claims arising out of or pursuant to, the 2007 Convertible Bonds, the Guarantee and/or the Trust Deed from or against the Company and/or any Subsidiary Guarantor shall be payable and settled in USD only. Conversion right The conversion right attaching to any 2007 Convertible Bonds may be exercised, at the option of the holder thereof, at any time on and after 28 June 2007 up to the close of business (at the place where the certificate evidencing such bonds is deposited for conversion) on 11 May 2012 or, if such bonds shall have been called for redemption before 18 May 2012 (the “Maturity Date”), then up to the close of business (at the place aforesaid) on a date no later than seven business days prior to the date fixed for redemption thereof. The number of shares to be issued on conversion of the 2007 Convertible Bonds will be determined by dividing the RMB principal amount of the 2007 Convertible Bonds to be converted (translated into Hong Kong dollars at the fixed exchange rate of HKD1.00 = RMB0.9843) by the Conversion Price (as defined below) in effect at the conversion date. The price at which shares will be issued upon conversion (the “Conversion Price”) will initially be HKD22.14 per share but will be subject to adjustment for, among other things, subdivision or consolidation of shares, bonus issues, rights issues, distributions and other dilutive events. The present Conversion Price is HKD21.99 per share. (iv) (v) Final redemption Unless previously redeemed, converted or purchased and cancelled, the Company will redeem the 2007 Convertible Bonds on the Maturity Date at the USD equivalent of their RMB principal amount multiplied by 105.638%. Redemption at the option of the Company At any time after 18 May 2009 and prior to the Maturity Date, the Company may, having given not less than 30 nor more than 60 days’ notice to the bondholders, the trustee and the principal agent (which notice will be irrevocable), redeem all or some only of the 2007 Convertible Bonds at the USD equivalent of their Early Redemption Amount (as defined below) on the redemption date, provided, however, that no such redemption may be made unless the closing price of the shares (as derived from the daily quotations sheet of the Stock Exchange) translated into RMB at the prevailing rate applicable to the relevant trading day, for 20 out of 30 consecutive trading days, where the last day of such 30-trading day period falls within five trading days prior to the date upon which notice of such redemption is given, was at least 120% of the Conversion Price then in effect translated into RMB at the fixed rate of exchange of HKD1.00 to RMB0.9843. 160 Greentown China Holdings Limited Annual Report 2009
Notes to the Consolidated Financial Statements For The Year Ended 31 December 2009 28. CONVERTIBLE BONDS (Continued) (ii) 2007 Convertible Bonds (Continued) (v) Redemption at the option of the Company (Continued) The Company may, having given not less than 30 nor more than 60 days’ notice to the bondholders, the trustee and the principal agent (which notice will be irrevocable), redeem all and not some only of the 2007 Convertible Bonds at the USD equivalent of their Early Redemption Amount (as defined below) on the redemption date if at any time at least 90% in principal amount of the 2007 Convertible Bonds has already been converted, redeemed or purchased and cancelled. “Early Redemption Amount” of the 2007 Convertible Bonds, for each RMB100,000 principal amount of the 2007 Convertible Bonds, is determined so that it represents for the bondholder a gross yield of 1.1% per annum, calculated on a semi-annual basis. The applicable Early Redemption Amount for each RMB100,000 principal amount of the 2007 Convertible Bonds is calculated on a semi-annual basis in accordance with the following formula, rounded (if necessary) to two decimal places with 0.005 being rounded upwards (provided that if the date fixed for redemption is a Semi-Annual Date (as set out below), such Early Redemption Amount shall be as set out in the table below in respect of such Semi-Annual Date): Early Redemption Amount = Previous Redemption Amount x (1+r/2) d/p Previous Redemption Amount = the Early Redemption Amount for each RMB100,000 principal amount on the Semi-Annual Date immediately preceding the date fixed for redemption as set out below: Semi-Annual Date Early redemption Amount RMB 18 November 2007 100,550.00 18 May 2008 101,103.03 18 November 2008 101,659.09 18 May 2009 102,218.22 18 November 2009 102,780.42 18 May 2010 103,345.71 18 November 2010 103,914.11 18 May 2011 104,485.64 18 November 2011 105,060.31 18 May 2012 105,638.14 r = 1.1% expressed as a fraction d = number of days from and including the immediately preceding Semi-Annual Date to, but excluding, the date fixed for redemption, calculated on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed p = 180 Greentown China Holdings Limited Annual Report 2009 161
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eauties in life Start with a dream
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Contents Corporate Information 2 Co
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Corporate Information Registered Of
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Corporate Profile Greentown China H
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Villa Changsha Bamboo Garden Shangh
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Mansion Beijing Majestic Mansion Th
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Urban Complex
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Jinan National Games Project
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Thousand-Island Lake Resort Condo -
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Xinjiang 1.9% Proportion to total l
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Portfolio Property projects Type In
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Portfolio Completion schedule of pr
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Portfolio Wenzhou Lucheng Plaza Nin
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Portfolio Nanjing Rose Garden Prope
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Portfolio Qingdao Ideal City Jinan
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A romantic trip of timeless splendo
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Dear Shareholders, In early 2009, t
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CEO’s Review Sales of major proje
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CEO’s Review Maintaining the “e
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Management Discussion and Analysis
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58 Greentown China Holdings Limited
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Directors and Senior Management The
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Directors and Senior Management Boa
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Directors and Senior Management Ind
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Directors and Senior Management Tan
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Corporate Governance Report The Com
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Corporate Governance Report Appoint
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Corporate Governance Report (B) Dur
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Report of the Directors The Directo
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Report of the Directors (4) Pursuan
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Report of the Directors (4) A contr
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Report of the Directors Name of gra
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Report of the Directors (b) As Harb
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Report of the Directors (d) (e) Sha
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Report of the Directors (B) After c
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Report of the Directors (3) a compr
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Report of the Directors (2) an adve
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Report of the Directors (c) entered
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94 Greentown China Holdings Limited
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Independent Auditor’s Report TO T
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Consolidated Statement of Comprehen
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Consolidated Statement of Financial
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Consolidated Statement of Cash Flow
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Notes to the Consolidated Financial
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Page 112 and 113: Notes to the Consolidated Financial
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Valuation Report and Analysis 3. As
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Valuation Report and Analysis 25. A
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Annual Report 2009 - Greentown China Holdings Limited

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