Annual Report 2009 - Greentown China Holdings Limited

Report of the Directors
Valuation of Options
The Company has been using the Binomial Valuation
Model (the “Model”) to value the share options granted.
Details of the key parameters used in the Model and the
corresponding fair values of the options granted during
the Year should be referred to note 35 to the audited
consolidated financial statements.
Arrangements to Purchase Shares or
Debentures
Other than those as disclosed under the paragraph
headed “Share Option Scheme” above, the granting
of new Shares to a wholly-owned subsidiary of Mr
GUO Jiafeng as partial consideration for acquisition of
Grandlink Development Limited and issue of new Shares
to a controlled corporation of Mr LUO Zhaoming as
consideration for acquisition of Skymoon International
Limited as disclosed under the paragraph headed
“Connected Transactions and Continuing Connected
Transactions”, at no time during the year was the
Company, its holding company, or any of its subsidiaries,
a party to any arrangement to enable the Directors to
acquire benefits by means of the acquisition of shares in,
or debt securities including debentures of, the Company
or any other body corporate.
Directors’ Interests in Contracts of
Significance
Other than as disclosed in note 39 to the audited
consolidated financial statements, no contract of
significance to which the Company, its holding company
or subsidiaries was a party and in which a Director had a
material interest, whether directly or indirectly, subsisted
at the end of the year or at any time during the year ended
31 December 2009.
Connected Transactions and Continuing
Connected Transactions
Significant related party transactions entered by the
Group for the year ended 31 December 2009 are disclosed
in note 39 to the consolidated financial statements.
Details of some of the said related party transactions,
which also constitute connected transactions or
continuing connected transactions on the part of the
Company required to be disclosed in accordance with
Chapter 14A of the Listing Rules, are listed as follows:
(A)
Connected Transactions
(a) Harbour Centre
On 10 April 2009, the Company entered
into a sale and purchase agreement (the
“Harbour Centre Agreement”) with, inter
alia, Harbour Centre Development Limited
(“Harbour Centre”), pursuant to which (i)
Harbour Centre conditionally agreed to
procure (a) the sale of 40% interest (the
“Hangzhou Sale Interest”) in the registered
capital of
(Hangzhou Greentown Haiqi Real
Estate Development Co., Ltd.*) (“Hangzhou
Project Company”) which was held by
(Nanjing
Julong Real Estate Development Co, Ltd.*)
(“Nanjing Julong”), an indirect whollyowned
subsidiary of Harbour Centre, prior
to the completion (the “Completion”) of
the transactions under the Harbour Centre
Agreement, and (b) the shareholders’ loan
advanced by Nanjing Julong to Hangzhou
Project Company, which amounted to
approximately RMB982,392,000 as at the
date of the Harbour Centre Agreement (the
“Hangzhou Shareholder’s Loan”) to
(Greentown Real
Estate Group Co., Ltd.*) (“Greentown
Real Estate”), a wholly-owned subsidiary
of the Company, for RMB1,382,392,000
in aggregate; and (ii) the Company
conditionally agreed to procure the (a) sale
of 99.1% interest and the 0.1% interest (the
“Shanghai Sale Interest”) in the registered
capital of
(Shanghai Lvyuan Real Estate Development
Co., Ltd.*) (“Shanghai Project Company”),
which was 99.9% owned by Greentown Real
Estate and 0.1% owned by
(Shanghai Lvyu Real Estate
Development Co., Ltd.*) (“Shanghai Lvyu”),
an indirect wholly-owned subsidiary of
the Company, before the Completion,
and (b) the shareholders’ loan advanced
by Greentown Real Estate and Shanghai
Lvyu to Shanghai Project Company,
which amounted to approximately
RMB1,088,649,998 to Nanjing Julong for
RMB1,230,173,997 in aggregate.
Greentown China Holdings Limited Annual Report 2009 81