SCC

Published on March 28 2019

03/2019 Bond IPO content :

We are a leading developer and operator of large-scale, integrated logistics and trade centers in China.

We currently have eight projects in different stages of development located in regional economic hubs in Shenzhen, Nanning, Nanchang, Xi’an, Harbin, Zhengzhou, Hefei and Chongqing, with a total planned GFA of approximately 81.0 million sq.m., out of which we have acquired land use rights of approximately 41.5 million sq.m. attributable GFA as of September 30, 2018, of which approximately 16.8 million sq.m. has been completed and approximately 6.0 million sq.m. is under development as of September 30, 2018.

Our residential facilities further complement our trade center operations by providing convenient, high-quality accommodations for our trade center occupants, as well as generating cash flows to cover a portion of project-related capital expenditures.

Our first project, China South City Shenzhen, has a planned GFA of approximately 2.6 million sq.m. As of September 30, 2018, it had approximately 2.4 million sq.m. of GFA of trade centers and ancillary facilities completed and in operation, with approximately 185,000 sq.m. of GFA under development.

China South City Nanchang, with a planned GFA of approximately 6.9 million sq.m., is currently under development in Nanchang, the capital of Jiangxi Province. As of September 30, 2018, it had approximately 2.4 million sq.m. of GFA completed and approximately 263,800 sq.m. of GFA under development.

China South City Nanning, with a planned GFA of approximately 4.9 million sq.m., is currently under development in Nanning, the capital of Guangxi Zhuang Autonomous Region. As of September 30, 2018, it had approximately 2.0 million sq.m. of GFA completed.

China South City Xi’an, with a planned GFA of approximately 17.5 million sq.m., is under development in Xi’an, the capital of Shaanxi Province, at the Xi’an International Trade and Logistics Park with access to a railway container terminal. As of September 30, 2018, it had approximately 1.6 million sq.m. of GFA completed and approximately 433,100 sq.m. of GFA under development.

China South City Zhengzhou, with a planned GFA of approximately 12.0 million sq.m., is under development in Zhengzhou, the capital of Henan Province. As of September 30, 2018, it had approximately 3.0 million sq.m. of GFA completed and approximately 2.3 million sq.m. under development.

China South City Hefei, with a planned GFA of approximately 12.0 million sq.m., is under development in Hefei, the capital of Anhui Province. As of September 30, 2018, it had approximately 2.4 million sq.m. of GFA completed with approximately 1.3 million sq.m. of GFA under development.

China South City Chongqing with a planned GFA of approximately 13.1 million sq.m., located in Chongqing Municipality. As of September 30, 2018, it had approximately 1.5 million sq.m. of GFA completed and approximately 548,000 sq.m. of GFA under development.

In view of the large scale of our projects, we intend to continue to develop our projects in phases, and to vary our property mix, so as to cater to local market conditions and demand as well as to generate cash flows for project development.

For example, while the trade centers and logistics and warehousing are usually the first to be developed in a project, demand for residential housing steps up once the trade centers have gradually opened up and become more mature and accessible.

We then focus on developing residential facilities to meet the demand for housing in the project. We may tactically adjust its sales mix between residential properties and trade centers according to the stage of project development and local demand.

We selectively retains a portion, usually no less than half, of our trade centers properties and commercial and other ancillary facilities, as investment properties to generate stable and long term revenue stream while selling no more than half of our trade centers properties and all of our residential properties to generate short-to-medium term revenue stream.

Contracted Sales (aggregate contract value)

03/2016 : HK$6,628 million

03/2017 : HK$8,635 million

03/2018 : HK$12,026 million

We generated Contracted Sales of approximately HK$6,803 million for the six months ended 09/2018.

We acquired our land for China South City Shenzhen through negotiations with local government authorities in accordance with local regulations. Our land use rights costs for China South City Shenzhen are fixed under our master agreement and the corresponding supplementary agreements with the local government authorities.

We have acquired a portion of the land for our properties under development in Nanchang, Nanning, Xi’an, Harbin, Zhengzhou, Hefei and Chongqing.

Our master agreements and the corresponding supplementary agreements with local government authorities for these projects require that the land use right costs for these properties be determined through competitive bidding at public tender, auction or listing for sale.

Revenue increased by HK$1,567 million, or 20.0%, from HK$7,838 million for the fiscal year ended March 31, 2017 to HK$9,405 million for the fiscal year ended March 31, 2018.

The increase was mainly attributable to more properties being sold and delivered in CSC Nanning and CSC Nanchang during the fiscal year ended March 31, 2018 and growing recurring income.

Finance costs increased slightly by HK$19.3 million, or 7.0%, from HK$275.5 million for the fiscal year ended March 31, 2017 to HK$294.8 million for the fiscal year ended March 31, 2018, primarily due to more interest expenses incurred for increased borrowings.

As at 31 March 2018, our weighted average financing cost was 6.68%, as compared with 6.16% at the end of March 2017.

Change in Fair Value of Investment Properties

The change in fair value of investment properties decreased HK$171.0 million, or 3.8%, from HK$4,550 million for the fiscal year ended March 31, 2017 compared to HK$4,380 million for the fiscal year ended March 31, 2018. The fair value gain was mainly contributed by the addition of new investment properties at the existing projects.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in our financial statements and the corresponding tax basis.

Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized for deductible temporary differences, carry-forward of unused tax credits and unused tax losses.

Deferred tax assets and liabilities are determined at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled.

As of September 30, 2018, we had HK$8,691.5 million in cash and cash equivalents and restricted cash and had unused bank facilities available in the amount of approximately HK$7,734.5 million.

We believe that our current levels of cash and cash equivalents, cash flows from operations and available bank facilities, combined with the net proceeds from this offering, will be sufficient to meet our anticipated cash needs for at least the next 12 months.

If we determine that our cash requirements exceed our amounts of cash and cash equivalents on hand, we may seek to issue additional debt or equity securities or obtain a bank facility.

Fiscal year ended March 31, 2018

Net cash provided by operating activities was HK$3,943 million, which consisted of operating cash inflow before working capital of HK$3,203 million and working capital cash inflow of HK$740 million.

Net working capital cash outflow primarily consisted of an increase in properties held for sale of HK$350 million and overseas taxes paid of HK$1,544 million, partially offset by a decrease in trade receivables of HK$75 million and an increase in trade and other payables of HK$2,722 million.

For the fiscal year ended March 31, 2017

Net cash provided by operating activities was HK$3,283 million, which consisted of operating cash inflow before working capital of HK$2,690 million and working capital cash inflow of HK$593 million.

Net working capital cash outflow consisted of overseas taxes paid of HK$876 million, an increase in properties held for sale of HK$1,687 million, an increase in trade receivables of HK$234 million and an increase in prepayments, deposits and other receivables of HK$8.8 million.

For the fiscal year ended March 31, 2016

Net cash provided by operating activities was HK$1,187 million, which consisted of operating cash inflow before working capital of HK$2,055 million and working capital cash outflow of HK$868 million.

Net working capital cash outflow consisted of overseas taxes paid of HK$1,482 million, an increase in restricted cash of HK$994 million, a decrease in trade and other payables of HK$600 million and an increase in prepayments, deposits and other receivables of HK$152 million, partially offset by a decrease in properties held for sale of HK$1,793 million, a decrease in properties held for finance lease of HK$234 million and a decrease in trade receivables of HK$328 million.

Cash Flows Used in Investing Activities For the six months ended September 30, 2018

Net cash used in investing activities was HK$3,953 million, which primarily consisted of cash outflows of HK$3,562 million for the development of Phase Three of China South City Shenzhen, and Phase One of China South City Nanchang, Nanning, Xi’an, Harbin, Zhengzhou, Hefei and Chongqing.

For the fiscal year ended March 31, 2018

Net cash used in investing activities was HK$4,961 million, which primarily consisted of cash outflows of HK$3,613 million for the development of Phase Three of China South City Shenzhen, and Phase One of China South City Nanchang, Nanning, Xi’an, Harbin, Zhengzhou, Hefei and Chongqing.

For the fiscal year ended March 31, 2017

Net cash used in investing activities was HK$2,301 million, which primarily consisted of cash outflows of HK$2,106 million for the development of Phase Three of China South City Shenzhen, and Phase One of China South City Nanchang, Nanning, Xi’an, Harbin, Zhengzhou, Hefei and Chongqing.

For the fiscal year ended March 31, 2016

Net cash used in investing activities was HK$5,468 million, which primarily consisted of cash outflows of HK$5,424 million for the development of Phase Three of China South City Shenzhen, and Phase One of China South City Nanchang, Nanning, Xi’an, Harbin, Zhengzhou, Hefei and Chongqing.

Cash Flows From/Used in Financing Activities Our cash from financing activities since April 1, 2014 have primarily consisted of the proceeds from the 2016 Notes, the 2017 March Notes, the convertible notes, the short-term notes, the medium-term notes, the corporate bonds, the domestic company bonds and bank and other borrowings.

Our cash used in financing activities has historically been used primarily for repayment of principal of and interest on our bank and other borrowings.

For the six months ended September 30, 2018

Net cash used in financing activities was HK$3,962 million, which primarily consisted of the payment on our previous notes and bonds, as well as the repurchase of short-term notes, partially offset by proceeds from the issue of new short-terms notes.

For the fiscal year ended March 31, 2018,

Net cash provided by financing activities was HK$458 million, which primarily consisted of new bank and other borrowings of HK$9,613 million, issue of senior notes of HK$4,150 million, partially offset by repayment of bank and other borrowings of HK$8,429 million, repayment of short-term notes of HK$2,017 million and redemption of the 2012 Notes and the 2014 Notes of HK$1,569 million.

For the fiscal year ended March 31, 2017

Net cash used in financing activities was HK$1,778 million, which primarily consisted of the payment on our previous notes and bonds, as well as the redemption of the 2012 Notes and partial redemption of the 2014 Notes, partially offset by proceeds from the issue of the 2017 March Notes.

For the fiscal year ended March 31, 2016

Net cash provided by financing activities was HK$6,559 million, which primarily consisted of new bank borrowings of HK$10,800 million, proceeds from the issue of medium-term notes of HK$2,415 million, proceeds from the issue of corporate bonds of HK$1,788 million, proceeds from the issue of short-term notes of HK$2,560 million and proceeds from issue of domestic company bonds of HK$3,582 million, partially offset by repayment of bank and other borrowings of HK$9,052 million, repayment of short-term notes of HK$2,698 million, dividend distributions of HK$1,121 million, interest paid of HK$990 million, payment of interest on 2012 Notes and 2014 Notes of HK$389 million, payment of interest on medium-term notes of HK$197 million and payment of interest on short-term notes of HK$136 million.

As of September 30, 2018, the total outstanding balance of the consolidated interest-bearing bank and other borrowings of the Company and its subsidiaries, including the short-term notes, the medium-term notes, the 2014 Notes, the 2016 Notes, the 2017 March Notes, the 2017 November Notes, the 2018 January Notes, the 2018 May Notes, the corporate bonds and the domestic company bonds, amounted to HK$33,800 million, of which HK$14,407 million was secured.

华南城长期持有物流园和商铺的成本高，容易出现资金链困难

02/2019

华南城旗下华南国际百亿债务今年集中到期

新京报记者自深交所获悉，华南国际工业原料城(深圳)有限公司披露 2019 年公开发行公司债券发行文件，发行规模不超过 20 亿人民币。本次债券募集资金扣除发行费用后，拟用于偿还公司债务。

发行文件显示，华南国际 2019 面临 20 亿元中期票据、38.93 亿元银行贷款、1.54 亿融资租赁款及其他有息债务的还本付息，另外由于 2016 年已发行的 44 亿元公司债券，也将于 2019 年到期。2019 年需偿还到期债务本金 104.47 亿元。

深交所称，最近一期末，华南国际有息债务规模为 183 亿元，其中一年内到期的债务为 123.6 亿元。

华南国际为华南城系统内的骨干企业。郑松兴先生及郑大报先生持有华南城控股有限公司 35.27% 股份，华南城控股有限公司直接持有华南国际工业原料城(深圳)有限公司 100% 股权。

资料显示，华南国际目前主要开发营运着深圳华南城、南宁华南城、南昌华南城、西安华南城、哈尔滨华南城、郑州华南城六个综合商贸物流及商品交易中心项目，以上交易中心能充分带动周边所辐射区域物流业的发展，形成全国性、区域性物流节点城市网络，促进大中城市物流业的协调发展。近年来，华南国际资产总额快速增长。

截至报告期各年末（2015 、2016 、2017 ）及2018 年 9 月末，华南国际总资产分别为 573 亿、 668 亿、697 亿和 695 亿。

与资产持续增长相伴随，截至报告期各期末 2015, 2016 , 2017 年度、2018 年 1-9 月），华南国际负债总额分别为 395 亿、457 亿、470 亿和 462 亿。

报告期各期末，华南国际资产负债率分别为 69%、68%、 67% 和 66。

华南国际表示，2015、2016 . 2017 和 2018 年 1-9 月，公司 EBITDA 利息保障倍数分别为 2.56、2.24、1.85 和 1.55，偿债能力总体良好。

Download scc_Interim Report 2018_19_QcLbKjAHNL9i

09/2014

Tencent Holdings Ltd. paid an additional 822.5 million Hong Kong dollars to raise its stake in a Chinese e-commerce and logistics firm to 11.55%.

10/2016

华南城与深中洲控股协议。按照协议，中洲控股从华南城第一大股东、董事会主席郑松兴手中收购华南城 23.2% 的股份，成为华南城最大单一股东。

但这笔交易于 04/2017 宣告失败。

民生集团旗下港股投资公司的一名对冲基金经理在收购协议发布后，曾在深圳华南城走访调查，最后的结论是不具投资价值。他对财联社记者表示，“最初考虑投资，是看华南城账面估值便宜，后来很多对外宣称做批发的商铺实际上做的都是零售，而且总体出租率不高。”

中洲控股终止收购之后，华南城继续加大住宅用地的投资，其在2017-2018 年财年半年报中称“华南城策略性地增加住宅配套销售的比例。30/09/2017 的 6 个月中，华南城新购的 76 万平方米土储中，有 47% 为住宅用地，有 28% 为物流及仓储用地，剩下 25% 为商业用地。

05/2017

華南城的持股結構為：鄭松興 27.87%、鄭松興胞兄鄭大報 7.36%、騰訊 11.55%、陳紅天夫婦 7.92%、梁滿林 3.57%、馬介璋 1.73%、孫啟烈 1.56%、馬偉武 1.56%、PAG 約 3.37%。

08/2017

华南城就因财务杠杆过高被标普列进负面信用观察名单。标普认为，华南城核心的商品交易中心开发业务销售疲弱的局面并未扭转。

其于 11/2017、01/2018 发行的美元债利率均为 7.25%，05/2018 份发行的美元债利率突破 10%，明显高于行业平均水平。

华南城是一家主营商贸物流的开发商，其主要资产是可供出售和租赁的商铺及物流产业园，近些年的营收主要来源于商铺和住宅的销售。其 2017-18 财年上半年的营业收入中，住宅销售占总营收的 53%，商铺销售占 21%，住宅销售同比增加 117.2%，商铺销售同比减少 37.1%，同样在减少的还有融资租赁收入。

09/2017

华南城计息负债总额为 352 亿港元，较 03/2017 增加约 30 亿港元；资本负债率为 85.6%，相比 2016 的 78% 有所上升；流动资产总值为 414 亿港元，同比小幅增加，但流动资产净值仅 33 亿港元，比上一财年大幅减少 55%。

华南城 CFO 近两年间更迭了两次

04/2018

05/2016 原 CFO 冯星航升为行政总裁，蔡耀庭继任。04/2018，蔡耀庭辞任，继任者为许进业。据了解，许进业曾在 2007 至 2015 ，担任过华南城总会计师和计财部总经理。但许进业从禹州地产回归华南城任首席财务总监，并未明显改善华南城的发债评级。

華南城的持股結構為：鄭松興27.87%、鄭松興胞兄鄭大報7.36%、騰訊11.55%、陳紅天夫婦7.92%、梁滿林3.57%、馬介璋1.73%、孫啟烈1.56%、馬偉武1.56%、PAG約3.37%。

原文網址：https://kknews.cc/zh-hk/finance/4qg42v3.html06/2018

1668 宣佈截至 31/03/2018 日止十二個月的綜合全年業績。合約銷售同比上升 39.3% 至 120 億港元。錄得收入同比增長 20.% 至 94 億港元，持續性收入同比增長 26.4% 至 20.2 億港元。

母公司擁有人應佔淨利潤同比增長 4.4% 至 45.1 億港元。母公司擁有人應佔核心淨利潤同比增長 19% 至 16. 億港元。每股基本盈利為 56.35 港仙。

CFO 許進業表示，集團會積極應對人民幣貶值所帶來的影響，且內地對二三線城市出台的相關購房政策目前並未對公司造成影響.

對於騰訊入股華南城後續的發展與合作一直是市場的焦點.集團副財務總監兼投資者關係總監謝文瑜女士表示騰訊入股以來，一直在電商方面給予了大量的支持.

06/2018

公告已于 4/6 日完成 1 亿美元优先票据的发行，票面利率为10.875%，于 2020 年到期。该公司 24/5 刚刚发行了 1.5 亿的美元债，这笔美元债利率同样高达 10.875%。

上述两笔票据均被标准普尔评为 B 级，被惠普评为 B 级。

11/2018

華南城公布截至 9 月底的上半年純利跌 14.4% 至 8.48 億元。華南城表明會繼續減債，上半年淨負債跌 1.1 個百分點至 76.3%。副主席馮星航表示，會將部分未正式開發的項目或土儲轉售給合作方，帶來現金流。

馮星航及首席財務總監許進業均認為，負債減幅較少是受到人民幣貶值影響，若撇除該因素則可降到 67% 水平。公司持有的優質土儲及物業不時獲投資者接洽，旗下像重慶的批發市場，以往公司多在開發後才進行銷售，但現時或在前期已轉售予一些商會及合作方，由對方招商建設、銷售，加快項目成熟速度。至於出售比例，管理層指持開放態度。

許進業又指未來主要靠銷售回籠減債，亦會利用不同渠道融資，包括內地銀行。目前美元及人民幣債務比例為 32% 及 68%，相信人民幣債比例續增。

12/2018

总部位于深圳华南城的华南城网在一夜之间就突击解散了工业品电商几百人。对此，笔者马上从就职于华南城网的朋友处得到确认。该朋友表示，就是很突然的，没有一点征兆。笔者又专门访问华南城网，发现华南城网的所有商品品类下已无任何产品信息展示。

它是一家 B2B 电商平台，做的是产业互联网，面对的都是 B 端企业客户。其官方表述是“深圳华南城网科技有限公司，是华南城控股有限公司旗下的电子商务平台运营服务商。华南城网公司成立于 2012 年。目前，成立了深圳、南宁、南昌、合肥、郑州、西安、哈尔滨、重庆共 8 家分公司，拥有员工 300 多名。

B2B 圈子本来就不大，所以，除了笔者自身的观察外，有些朋友也给笔者透露过一些“内幕”。先说说华南城网的管理层。初建时期的华南城网管理团队，都是从原先的华南城总部拉过去的，对于B2B平台的运作经验可想而知。更加可悲的是，因为华南城集团曾计划把华南城网作为其发展互联化电商产业的重要布局，投入力度也相当大，管理层成员都想在未来的发展中分一杯羹，于是内斗开始了，都在豢养自己的利益和私人圈子，拉帮结派开始之时，整个公司也就开始走向衰竭了。

另外，华南城网偏隅于深圳龙岗平湖，交通不便，且周边配套设施也过于寒酸，又距离深圳中心区非常远。优秀的互联网人才基本不会考虑到这“穷乡僻壤之地”，且起薪又偏低，甚至达不到深圳互联网的平均薪酬水平，招到的很多都是新人，或者技术能力都偏低的员工。对基层员工的压榨，又缺乏中层核心骨干的支撑，再加上高层内斗的消耗。一个互联网公司到了这个地步，基本就离死不远了。

华南城网毕竟没能听到 2019 年的新年钟声，也在 2018 年互联网行业大量泡沫破灭之时给自己做个了解，时也，命也！

03/2019

华南城国内企业债券 20 亿发行已经深交所审核通。

华南城公告 27/03/2019 完成发行于 2021 年到期的 2 亿美元优先票据，年利率为 11.875%。

据观点地产新媒体此前报道，华南城已就发行票据与瑞士银行香港分行、国泰君安证券（香港）有限公司、海通国际证券有限公司、星展银行有限公司、香港上海汇丰银行有限公司、中银国际亚洲有限公司、香江证券有限公司及钟港资本有限公司订立认购协议。