Annual Report 2009 - Greentown China Holdings Limited

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Notes to the Consolidated Financial Statements For The Year Ended 31 December 2009 29. SENIOR NOTES (Continued) As of the Expiration Date: (i) (ii) US$361,334,000 of the principal amount of the Notes, representing approximately 90.3% of the total aggregate principal amount of Notes outstanding, had been validly tendered and not been withdrawn; and Consents (including Consents deemed to have been delivered) from holders holding US$370,003,000 of the principal amount of the Notes, representing approximately 92.5% of the total aggregate principal amount of Notes outstanding, had been validly delivered and not been revoked. The Company accepted all the tendered Notes for payment. Following the settlement of the Offer and as at 31 December 2009, US$38,666,000 of the principal amount of the Notes remains outstanding. As at 31 December 2009, the carrying amount of the outstanding Notes amounted to RMB261,514,000. On 5 May 2009, the Company executed with the Subsidiary Guarantors and the trustee a supplement to the Indenture containing the Proposed Amendments and Waivers which became effective upon execution but does not become operative until the settlement date. The Proposed Amendments and Waivers, among other things, (a) (b) (c) eliminated substantially all of the restrictive covenants contained in the Indenture including the limitations on (i) incurrence of indebtedness and preferred stock, (ii) restricted payments, (iii) liens other than liens over the Collateral, (iv) dividends and other payment restrictions affecting subsidiaries, (v) sales and issuances of capital stock in restricted subsidiaries, (vi) issuances of guarantees by restricted subsidiaries, (vii) sale and leaseback transactions, (viii) transactions with shareholders and affiliates, (ix) business activities, (x) designation of restricted and unrestricted subsidiaries and (xi) anti-layering, and compliance with certain financial requirements in the mergers, consolidations or sales of assets covenants; eliminated certain Events of Default with respect to the Notes; and waived any and all actual defaults or Events of Default that have occurred and are continuing as well as any and all potential defaults or Events of Default that may have occurred or are continuing under the Indenture directly or indirectly, from or in connection with, any non-compliance or potential noncompliance with the Indenture. The aggregate amount paid by the Company to the holders for the purchase of the Notes tendered pursuant to the Tender Offer and the payment for the Consents delivered pursuant to the Consent Solicitation is approximately US$311,026,000 (equivalent to RMB2,122,427,000) (which includes accrued interest thereon and fees paid). Payment was made on 22 May 2009 for all tendered Notes and delivered Consents. As at 31 December 2008, since the Company had defaulted in the performance of or breached certain covenants contained in the Indenture and the holders had not agreed to waive their right to accelerate repayment, the Notes were classified as a current liability. As at 31 December 2009, the Notes were reclassified as a non-current liability after the Proposed Amendments and Waivers had taken effect. 166 Greentown China Holdings Limited Annual Report 2009
Notes to the Consolidated Financial Statements For The Year Ended 31 December 2009 30. SHARE CAPITAL Number of shares Share capital HKD’000 Authorised Ordinary shares of HKD0.10 each At 31 December 2008 and 2009 10,000,000,000 1,000,000 Issued and fully paid Ordinary shares of HKD0.10 each At 1 January 2008 and 31 December 2008 1,537,361,607 153,736 Issue in consideration for the acquisition of the issued share capital of Skymoon International Limited 100,000,000 10,000 Exercise of share options 4,488,500 449 At 31 December 2009 1,641,850,107 164,185 RMB’000 Shown on the consolidated balance sheet As at 31 December 2009 166,605 As at 31 December 2008 157,395 On 7 May 2009, the Company, Richwise Holdings Limited (“Richwise”), a wholly-owned subsidiary of the Company, Tandellen Group Limited (“Tandellen”) and Mr. LUO Zhaoming, a shareholder of Tandellen, entered into an agreement (as amended by the supplemental agreement dated 8 May 2009), pursuant to which Tandellen conditionally agreed to sell the entire issued share capital of Skymoon International Limited (“Skymoon International”) to Richwise at a consideration of HK$610,000,000 (equivalent to RMB537,691,000), which would be satisfied in full by the allotment and issue of 100,000,000 new shares in the Company (the “Consideration Shares”) to Tandellen (or its nominees) at HK$6.1 per share. Skymoon International holds 100% equity interest in Litao (Hangzhou) Construction and Design Consultancy Co., Ltd., which in turn holds 100% equity interest in Hangzhou Chuangjing Property Co. Ltd. Hangzhou Chuangjing Property Co., Ltd. holds 100% equity interest in Beijing Laifu Century Property Co., Ltd. The acquisition of Skymoon International was completed on 16 July 2009 (see Note 31). All shares issued rank pari passu with other shares in issue in all respects. Greentown China Holdings Limited Annual Report 2009 167
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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 (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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Annual Report 2009 - Greentown China Holdings Limited

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