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3SBio Inc. — Annual Report 2010
Apr 28, 2011
49981_rns_2011-04-28_7cf8ffd3-42c6-47b7-bba9-64aabdc1139a.pdf
Annual Report
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(Incorporated in Bermuda with limited liability) (Stock Code: 655)
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ANNUAL 2010 REPORT
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Hongkong Chinese Limited ANNUALREPORT 2010
Content
| Content | |
|---|---|
| Page | |
| Corporate Information | 2 |
| Chairman’s Statement | 3 |
| Discussion and Analysis of Annual Results | 6 |
| Corporate Governance Report | 9 |
| Report of the Directors | 15 |
| Independent Auditors’ Report | 32 |
| Consolidated Income Statement | 34 |
| Consolidated Statement of Comprehensive Income | 35 |
| Consolidated Statement of Financial Position | 36 |
| Statement of Financial Position | 38 |
| Consolidated Statement of Changes in equity | 39 |
| Consolidated Statement of Cash Flows | 40 |
| notes to the Financial Statements | 42 |
| Particulars of Principal Subsidiaries | 118 |
| Particulars of Principal Associates | 122 |
| Particulars of Principal Jointly Controlled entities | 123 |
| Schedule of Properties | 124 |
| Summary of Financial Information | 126 |
Hongkong Chinese Limited ANNUALREPORT 2010
Corporate Information
Board of Directors
Executive Directors
-
Mr. Stephen Riady (Chairman)
-
Mr. John Lee Luen Wai, J.P.
(Chief Executive Officer)
- Mr. Kor Kee Yee
Non-executive Director
Mr. Leon Chan nim Leung
Independent non-executive Directors
Mr. Albert Saychuan Cheok
Principal Bankers
CItIC Bank International Limited Public Bank (Hong Kong) Limited Wing Hang Bank, Ltd. Standard Chartered Bank Bank of Beijing Co., Ltd. Raiffeisen Bank International AG, Singapore Branch oversea-Chinese Banking Corporation Limited
Solicitors
Reed Smith Richards Butler
Mr. Victor Yung Ha Kuk
Mr. tsui King Fai
Committees
Audit Committee
Mr. tsui King Fai (Chairman)
Mr. Leon Chan nim Leung
Mr. Albert Saychuan Cheok
Principal Share Registrars and Transfer Office
Butterfield Fulcrum Group (Bermuda) Limited Rosebank Centre 11 Bermudiana Road Pembroke HM 08 Bermuda
Mr. Victor Yung Ha Kuk
Remuneration Committee
Mr. Leon Chan nim Leung (Chairman)
Mr. Stephen Riady
Mr. Albert Saychuan Cheok
Hong Kong Branch Share Registrars, Warrant Registrars and Transfer Office tricor tengis Limited 26th Floor, tesbury Centre 28 Queen’s Road east, Wanchai, Hong Kong
Mr. Victor Yung Ha Kuk
- Mr. tsui King Fai
Nomination Committee
Mr. Leon Chan nim Leung (Chairman)
Mr. Stephen Riady
Registered Office
Clarendon House Church Street Hamilton HM 11 Bermuda
Mr. Albert Saychuan Cheok
Mr. Victor Yung Ha Kuk
- Mr. tsui King Fai
Principal Place of Business
24th Floor, tower one, Lippo Centre 89 Queensway, Hong Kong
Secretary
Mr. Andrew Hau tat Kwong
Stock Code
655
Auditors
ernst & Young
Warrant Code
561
Website
www.hkchinese.com.hk
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Hongkong Chinese Limited ANNUALREPORT 2010
Chairman’s Statement
on behalf of the Board of Directors, I would like to present the annual report of the Company for the year ended 31st December, 2010.
Business Review
2010 was a year that saw massive fiscal and monetary stimulus programs being adopted widely around the world to avert a global economic and financial crisis. the general uplifting of the world economy belies the mix of economic performances for individual economies. US and europe remained economically subdued. A number of smaller european economies came under financial stress and had to receive european and International financial assistance. However, Asian economies continued to surge forward, with China taking the lead and India and the South east Asian countries contributing to the economic momentum. By end 2010, China has overtaken Japan to become the second largest economy in the world.
Benefiting from the economic growth in the regions in which the Group has operations, the Group achieved stellar performance in 2010 recording an audited consolidated profit attributable to shareholders of approximately HK$2,207 million for the year ended 31st December, 2010, as compared to a loss of HK$326 million recorded in 2009. the profit was largely attributable to the fair value gains of investment properties and write back of the impairment loss on properties under development of the Group’s associates.
In Singapore, the opening of the integrated resorts, the strong tourist arrivals, and its continuing role as one of the major financial centres in Asia have all contributed to its strong economic growth in 2010. the economic spillover, which pushed the property markets to new heights, has greatly benefited the Group’s performance in Singapore.
the temporary occupation permit for the Marina Collection, in which the Group has a 50 per cent. interest, has been obtained in March 2011. Marina Collection, with a total site area of approximately 22,222 square metres, is located at Sentosa Cove, Sentosa Island, Singapore. It provides 124 high-end luxury waterfront residential units with a total saleable area of approximately 29,808 square metres, of which over 40 units have been pre-sold. With the opening of the casino and recreational and resort complex on the Sentosa Island, the Group is confident about the prospects for the Marina Collection project.
the Group has a 30 per cent. interest in a site located at 53 Holland Road, Singapore. the plan is to develop the site, which has an area of approximately 3,376 square metres, into a low-rise luxury residential development, now named as the Holland Collection, with a total saleable area of approximately 5,497 square metres. Completion is expected to be around the end of 2011. Pre-sale has been launched and all the 26 residential units in the project were pre-sold.
the Group also has a 50 per cent. interest in the Centennia Suites at 100 Kim Seng Road, Singapore. Centennia Suites, with a site area of approximately 5,611 square metres, will be re-developed into a residential development with a saleable area of approximately 16,182 square metres with completion expected to be in 2013. Pre-sale has been launched and all the 97 residential units were sold out.
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Hongkong Chinese Limited ANNUALREPORT 2010
Chairman’s Statement (continued)
Business Review (continued)
Lippo ASM Asia Property LP (“LAAP”, together with its subsidiaries, the “LAAP Group”), of which a whollyowned subsidiary of the Company is the limited partner, is a property fund set up with the objective of investing in real estates in the Asia region. LAAP, previously through its ownership interest in a joint venture, held a majority stake in overseas Union enterprise Limited (“oUe”), a listed company in Singapore, principally engaged in property investment and development and hotel operations. oUe has interests in prime office buildings in the Central Business District in Singapore like one Raffles Place, oUe Bayfront and DBS towers one and two (“DBS towers”) as well as hotels in the Asia region, including the famous Mandarin orchard Singapore. the Mandarin Gallery at the Mandarin orchard Singapore, a premier luxury retail mall with retail space of around 11,639 square metres, is enjoying full occupancy. With the acquisition of DBS towers in September 2010 and the completion of the office development of oUe Bayfront in early 2011, such a portfolio of high quality properties will help to generate substantial, stable and recurrent income for oUe.
In March 2010, the LAAP Group acquired the direct and indirect interest in oUe held by the joint venture partner, thus increasing its controlling stake in oUe to approximately 88.52 per cent. Subsequently, the LAAP Group successfully completed two placements of oUe shares to third parties in June and october 2010, reducing its controlling stake in oUe to approximately 67.07 per cent.
the Group also participated in property projects in mainland China, including Lippo tower in Chengdu and the development project at a prime site located in 北京經濟技術開發區 (Beijing economic-technological Development Area) (the “BDA Project”). With a total site area of approximately 51,209 square metres, the current plan is to develop the BDA Project into an integrated residential, commercial and retail complex with a total gross floor area of about 275,000 square metres, including basements. Foundation work was completed and construction works are in progress. the BDA Project, which is expected to be completed by end of 2012, has attracted strong interests from commercial entities operating in Mainland China. With the approval of the PRC government authority, the Group’s interest in the BDA Project was slightly reduced to 80 per cent. from 85.7 per cent. in September 2010 with the outlay payable by the Group to the joint venture partner being reduced correspondingly.
the Macau Chinese Bank Limited (“MCB”) is a wholly-owned subsidiary of the Company. Its performance in 2010 has benefited from the strong performance of the Macau economy. Recognising that MCB’s future performance will be largely dependent on the growth of the Macau economy, the Group will continue to seek business opportunities for MCB and enhance its competitiveness in the Macau banking sector.
Despite the strong rebound of the local economy, participation from retail investors remained watchful and cautious given the continuing volatile market in 2010. this has affected the performance and profitability of Lippo Securities Holdings Limited, a wholly-owned subsidiary of the Company, and its subsidiaries, which are principally engaged in underwriting, securities brokerage, corporate finance, investment advisory and other related financial services. the outlook for the local stock market will be dependent on the market conditions in the markets in China and globally.
the Group will continue to be watchful of market developments and will manage its portfolio with a view to further improving overall asset quality.
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Hongkong Chinese Limited ANNUALREPORT 2010
Chairman’s Statement (continued)
Prospects
Prospects for Asia remain positive. For the US, europe and Japan, the general expectation is for continuing slow economic recovery. Inflation has emerged as a subject of economic watch. For much of Asia, the low interest rate environment and markets flushed with liquidity have stoked inflationary pressures. escalating food and commodity prices and rising property prices have fueled concerns about inflation. In response, countries like China have introduced a slew of credit tightening and austerity measures to tackle the problem early. the full ramifications on the world economy of the political turmoil in north Africa and the Middle east and the recent tsunami damages in Japan remain to be worked out. overall, economic recovery will continue but with new uncertainties emerging.
Management is therefore moving forward in a positive but cautious manner and watchful of challenges ahead. the Group will continue to focus on property investment and property development businesses in Asia Pacific region for long term growth. Management will continue to take a cautious and prudent approach in managing the Group’s property portfolio and businesses and in assessing new investment opportunities.
Acknowledgement
Dr. Mochtar Riady, who had acted as the Chairman of the Company since 1992, resigned as a non-executive Director and the Chairman of the Company on 25th March, 2011 due to the increase of his business commitment. on behalf of the Board of Directors, I would like to express our sincere appreciation and gratitude to Dr. Riady for his valuable contribution and services to the Company in the past.
on behalf of the Board of Directors, I would also like to thank our shareholders for their continuing support. I would also like to thank my fellow Directors for their dedication, wise counsel and guidance. Last but not least, I extend our appreciation to the management and staff for their hard work, contributions and commitment.
Stephen Riady Chairman
30th March, 2011
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Hongkong Chinese Limited ANNUALREPORT 2010
Discussion and Analysis of Annual Results
the global economy showed some signs of recovery in 2010, but the pace of recovery varied across industry sectors and regions. Singapore and Asian regions show a strong growth, while the recovery in US and europe remain at a slower pace. Benefited from the positive growth of the property markets in the regions in which the Group has operations, the Group recorded a profit for the year.
Results for the year
turnover for the year 2010 totalled HK$122 million, which was 11 per cent. higher than the HK$110 million recorded in 2009.
the Group reported a profit attributable to shareholders of HK$2,207 million for 2010, contrasted to the loss of HK$326 million in 2009. the profit was mainly attributed to the fair value gains on investment properties and write-back of impairment loss made for a property project under the Group’s associates.
Property investment and property development
the revenue of the property investment business increased to HK$10 million (2009 — HK$6 million) in 2010, benefiting from the increasing occupancy rate for Lippo tower in Chengdu, which was completed in late 2008. the segment registered a profit of HK$5 million, compared to the profit of HK$8 million in 2009, resulting from the reduction of fair value gains on investment properties during the year.
the Group has invested in a property fund, Lippo ASM Asia Property LP (“LAAP”), which has indirect interests in overseas Union enterprise Limited (“oUe”), a listed company in Singapore principally engaged in property investment and development and hotel operations. the hotels managed by oUe, including Mandarin orchard Singapore, are strategically located in various well known tourist destinations of Singapore, Malaysia and mainland China. Mandarin Gallery, a premier luxury retail mall at orchard Road, Singapore commenced operation in the fourth quarter of 2009. together with the DBS towers one and two acquired in September 2010, the investment property portfolio provided a recurrent source of revenue to oUe during the year. oUe also holds interests in prime office buildings, such as one Raffles Place and oUe Bayfront near Marina Bay, in the central financial and business district of Singapore. oUe Bayfront obtained its temporary occupation permit (“toP”) in January 2011 and is expected to contribute income in 2011. oUe has participated in a residential property development project, named as twin Peaks at 25 Leonie Hill Road in Singapore. In 2010, the Group registered a share of profit of HK$2,242 million from the investment as compared to a loss of HK$301 million in 2009. the profit was mainly attributable to the fair value gains on investment properties and write-back of impairment loss made for the property under development. the remarkable results were also contributed by the improved performance of the hospitality business which benefited from the substantial increase in tourist arrivals in Singapore and the new rental income from Mandarin Gallery and DBS towers one and two.
In March 2010, LAAP, through its subsidiary, acquired the direct and indirect interest in oUe held by a joint venture partner, which increased its controlling stake in oUe to approximately 88.52 per cent. and resulted in a gain recorded in the reserves of HK$861 million. Subsequently, two placement of shares of oUe to third parties had been completed in June and october 2010, which decreased its controlling stake in oUe to approximately 67.07 per cent. and reduced the amount of the reserves by HK$167 million. there is no impact on the Group’s profit for the year.
Additionally, the Group has participated in a number of well-located property development projects in mainland China, Macau, Singapore and thailand. toP of the Marina Collection, a joint venture development in Sentosa Cove, in which the Group has a 50 per cent. interest, was obtained in March 2011. Pre-sale has been launched and income thereon will be recognised accordingly. other projects in Singapore include the development at Kim Seng Road (“Centennia Suites”) and Holland Road (“the Holland Collection”). Presale of both projects was launched and all units have been sold out. Centennia Suites and the Holland Collection are scheduled to be completed in 2013 and end of 2011 respectively. Revenue thereon will be recognised upon completion.
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Hongkong Chinese Limited ANNUALREPORT 2010
Discussion and Analysis of Annual Results (continued)
Results for the year (continued)
Property investment and property development (continued)
In mainland China, the construction works of an integrated residential, commercial and retail complex at the Beijing economic-technological Development Area, have commenced in 2010 and are expected to be completed by end of 2012.
Treasury and securities investments
Due to the uncertainty around the global economy, the financial market remains volatile. the Group cautiously looks for opportunities to realise its profit in the investment portfolio. In 2010, treasury and securities investments business recorded a revenue of HK$16 million (2009 — HK$19 million), with a profit of HK$22 million (2009 — HK$38 million). the Group will be watchful on market developments and continue to be prudent in managing its investment portfolio with a continuing focus on improving the overall asset quality.
Corporate finance and securities broking
Despite global economy gradually recovering, participation from retail investors remained cautious in this highly volatile market. the Group’s corporate finance and securities broking business was affected. It registered a decrease in turnover in 2010 to HK$49 million (2009 — HK$54 million) and HK$2 million loss was derived from this segment (2009 — profit of HK$6 million).
Banking business
the Macau Chinese Bank Limited (“MCB”) is a wholly-owned subsidiary of the Company. Although the Macau economy has rebounded during the year, the operating environment is still tough. MCB managed to maintain the quality of its client and loan portfolio. Management continued to lend conservatively and seek growth in areas where appropriate in a selective manner. the banking business recorded a turnover of HK$14 million for the year (2009 — HK$14 million), and delivered a profit to the Group.
Other businesses
With the well performance of Singapore property market, revenue generated from property project management in Singapore increased to HK$20 million in 2010 (2009 — HK$5 million), and profit contribution was HK$13 million (2009 — loss of HK$1.3 million).
Financial position
As at 31st December, 2010, the Group’s total assets increased significantly to HK$9.7 billion (2009 — HK$6.0 billion). Property-related assets increased to HK$8.3 billion (2009 — HK$4.4 billion), representing 85 per cent. (2009 — 73 per cent.) of the total assets. total liabilities slightly increased to HK$1.6 billion (2009 — HK$1.4 billion). the Group’s financial position remained healthy and current ratio (measured as current assets to current liabilities) decreased to 1.1 to 1 (2009 — 1.7 to 1, restated).
As at 31st December, 2010, the bank and other borrowings of the Group (other than those attributable to banking business) increased to HK$533 million (2009 — HK$499 million). the bank loans amounted to HK$348 million (2009 — HK$215 million), comprising secured bank loans of HK$348 million (2009 — secured bank loans of HK$205 million and unsecured bank loan of HK$10 million), which were denominated in United States dollars and Renminbi (2009 — denominated in Hong Kong dollars, United States dollars and Renminbi). the bank loans were secured by first legal mortgages over certain properties and certain fixed deposits of the Group. the bank loans carried interest at floating rates and 84 per cent. (2009 — 14 per cent., restated) of the bank loans were repayable within one year. the Group’s other borrowings as at 31st December, 2010 comprised of unsecured loans advanced from Lippo Limited of HK$185 million (2009 — HK$244 million). Such advance would be repayable on or before 31st December, 2012. the balance as at 31st December, 2009 also included an unsecured loan from a third party of HK$40 million which was fully repaid during the year. At the end of the year, gearing ratio (measured as total borrowings, net of non-controlling interests, to shareholders’ funds) decreased to 6 per cent. (2009 — 11 per cent.).
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Hongkong Chinese Limited ANNUALREPORT 2010
Discussion and Analysis of Annual Results (continued)
Financial position (continued)
the net asset value of the Group remained strong and increased to HK$8.0 billion (2009 — HK$4.5 billion). this was equivalent to HK$4.4 per share (2009 — HK$2.5 per share). the increase was mainly attributable to the improved performance during the year and the share of equity movement arising from the acquisition of direct and indirect interest in oUe under LAAP at a discount to net asset value.
the Group monitors the relative foreign exchange position of its assets and liabilities to minimise foreign currency risk. When appropriate, hedging instruments including forward contracts, swap and currency loans would be used to manage the foreign exchange exposure.
Apart from the abovementioned, there were no charges on the Group’s assets at the end of the year (2009 — nil). Aside from those arising from the normal course of the Group’s banking operation, the Group had no material contingent liabilities outstanding (2009 — nil).
As at 31st December, 2010, the Group’s total capital commitment increased to HK$556 million (2009 — HK$165 million), as a result of the commencement of the property development project in Beijing. the investments or capital assets will be financed by the Group’s internal resources and/or external bank financing, as appropriate.
Staff and remuneration
the Group had approximately 198 employees as at 31st December, 2010 (2009 — 207 employees). total staff costs (including directors’ emoluments) during the year amounted to HK$72 million (2009 — HK$63 million). the Group ensures that its employees are offered competitive remuneration packages. Certain employees of the Group were granted options under the share option scheme of the Company.
Outlook
the outlook for 2011 will continue to be a challenging year. Despite that the Asian regions showed strong growth in 2010, global business environment remains uncertain to companies around the world under the shadow of sovereign debt crisis in europe, slow pace of economic recovery in US and the earthquake in Japan. However, the Group remains positive of the prospects of the Asia Pacific region over the medium term. At the same time, it will continue refining the values of its property and investment portfolios and cautiously seeking new investment opportunities with long-term growth potential.
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Hongkong Chinese Limited ANNUALREPORT 2010
Corporate Governance Report
Corporate Governance Practices
the Company is committed to ensuring high standards of corporate governance practices. the Company’s Board of Directors (the “Board”) believes that good corporate governance practices are increasingly important for maintaining and promoting investor confidence. Corporate governance requirements keep changing, therefore the Board reviews its corporate governance practices from time to time to ensure they meet public and shareholders’ expectation, comply with legal and professional standards and reflect the latest local and international developments. the Board will continue to commit itself to achieving a high quality of corporate governance.
In 2010, the Company continued to take measures to closely monitor and enhance its corporate governance practices so as to comply with the requirements of the code provisions in the Code on Corporate Governance Practices (the “Code”) contained in Appendix 14 of the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock exchange of Hong Kong Limited (the “Stock exchange”).
to the best knowledge and belief of the Directors, the Directors consider that the Company has complied with the code provisions of the Code for the year ended 31st December, 2010.
Directors’ Securities Transactions
the Company has adopted the Model Code for Securities transactions by Directors of Listed Issuers (the “Model Code”) contained in Appendix 10 of the Listing Rules as the code for securities transactions by Directors. Having made specific enquiry of all Directors, all Directors have fully complied with the required standard set out in the Model Code throughout the year of 2010.
to enhance the corporate governance, the Company has also established a written guideline for securities transactions by employees of the Group on no less exacting terms than the Model Code.
Board of Directors
In 2010, the Board comprised eight members (the composition of the Board is shown on page 16), including three executive Directors and five non-executive Directors of whom three are independent as defined under the Listing Rules, with Dr. Mochtar Riady being the Chairman and Mr. Stephen Riady being the Chief executive officer (brief biographical details of the Directors are set out on pages 17 to 19). Dr. Mochtar Riady is the father of Mr. Stephen Riady. Save as disclosed herein, to the best knowledge of the Directors, the Board members have no financial, business, family or other material/relevant relationships with each other.
on 25th March, 2011, there were the following changes to the Board:
-
Dr. Mochtar Riady resigned as a non-executive Director and the Chairman of the Company;
-
Mr. Stephen Riady was appointed as the Chairman of the Company and as a result, resigned as the Chief executive officer of the Company; and
-
Mr. John Lee Luen Wai was appointed as the Chief executive officer of the Company.
Following the above changes to the Board, the Board currently comprises seven members, including three executive Directors and four non-executive Directors of whom three are independent as defined under the Listing Rules, with Mr. Stephen Riady being the Chairman and Mr. John Lee Luen Wai being the Chief executive officer.
the Company has three independent non-executive Directors, representing more than one-third of the Board. All the independent non-executive Directors have appropriate professional qualifications or accounting or related financial management expertise under rule 3.10 of the Listing Rules. All the independent non-executive Directors have signed the annual confirmation of independence pursuant to rule 3.13 of the Listing Rules to confirm their independence.
9
Hongkong Chinese Limited ANNUALREPORT 2010
Corporate Governance Report (continued)
Board of Directors (continued)
Under the Company’s Bye-laws, one-third of the Directors must retire from office at each annual general meeting and their re-election is subject to a vote of shareholders. In addition, every Director is subject to retirement by rotation at least once every three years notwithstanding that the total number of Directors to retire at the relevant annual general meeting would as a result exceed one-third of the Directors.
the Board oversees the Group’s strategic development and determines the objectives, strategies and policies of the Group. the Board also monitors and controls the operating and financial performance in pursuit of the Group’s strategic objectives. Day-to-day management of the Group’s business is delegated to the management of the Company under the supervision of the executive Directors. the functions and powers that are so delegated are reviewed periodically to ensure that they remain appropriate. Matters reserved for the Board are those affecting the Group’s overall strategic policies, dividend policy, significant changes in accounting policies, material contracts and major investments. the Board members have access to appropriate business documents and information about the Group on a timely basis. All Directors and Board committees have recourse to external legal counsel and other professionals for independent advice at the Group’s expense upon their request.
three Board committees, namely, the Audit Committee, the Remuneration Committee and the nomination Committee, have been established to oversee particular aspects of the Group’s affairs.
the Board meets regularly to review the financial and operating performance of the Group and other business units, and formulate future strategy. Five Board meetings were held in 2010. Individual attendance of each Director at the Board meetings and each committee member at meetings of the Audit Committee, the Remuneration Committee and the nomination Committee during 2010 are set out below.
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Attendance/Number of Meetings
Audit Remuneration Nomination
Directors Board Committee Committee Committee
Non-executive Directors
Dr. Mochtar Riady 1/5 n/A n/A n/A
(Resigned as a non-executive
Director and the Chairman on
25th March, 2011)
Mr. Leon Chan nim Leung 5/5 4/4 1/1 1/1
(Chairman of the Remuneration
Committee and Nomination
Committee)
Executive Directors
Mr. Stephen Riady 4/5 n/A 1/1 1/1
Mr. John Lee Luen Wai 5/5 n/A n/A n/A
Mr. Kor Kee Yee 3/5 n/A n/A n/A
Independent Non-executive Directors
Mr. tsui King Fai 4/5 4/4 1/1 1/1
(Chairman of the Audit Committee)
Mr. Victor Yung Ha Kuk 5/5 4/4 1/1 1/1
Mr. Albert Saychuan Cheok 4/5 2/4 0/1 0/1
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10
Hongkong Chinese Limited ANNUALREPORT 2010
Corporate Governance Report (continued)
Chairman and Chief Executive Officer
the roles of the Chairman and the Chief executive officer of the Company are segregated. their respective roles and responsibilities are set out in writing which have been approved by the Board. Dr. Mochtar Riady was the Chairman of the Board until 25th March, 2011 when he resigned as a non-executive Director and the Chairman of the Company and Mr. Stephen Riady was appointed as the Chairman to take up the vacancy. the primary role of the Chairman is to provide leadership for the Board and to ensure that it works effectively in the discharge of its responsibilities.
Mr. Stephen Riady was the Chief executive officer of the Company until 25th March, 2011. Following his appointment as the Chairman of the Company on 25th March, 2011, Mr. Stephen Riady resigned as the Chief executive officer of the Company and Mr. John Lee Luen Wai was appointed as the Chief executive officer of the Company to take up the vacancy on 25th March, 2011. the Chief executive officer is responsible for the day-to-day management of the Group’s business.
Non-executive Directors
In 2010, there were five non-executive Directors. Following the resignation of Dr. Mochtar Riady as a nonexecutive Director of the Company on 25th March, 2011, there are currently four non-executive Directors of whom three are independent. Under the Company’s Bye-laws, every Director, including the non-executive Directors, shall be subject to retirement by rotation at least once every three years. this means that the specific term of appointment of a Director cannot exceed three years.
All the non-executive Directors have a fixed term of contract of two years with the Company.
Remuneration of Directors
A Remuneration Committee was established by the Board in June 2005. It has clear terms of reference and is accountable to the Board. Its terms of reference can be found in the Company’s website (www.hkchinese.com.hk). the principal role of the Committee is to exercise the powers of the Board to determine and review the remuneration package of individual Directors and key executives, including salaries, bonuses, share options and benefits in kind. Factors such as salaries paid by comparable companies, time commitment and responsibilities of the Directors and key executives, employment conditions elsewhere in the Group and desirability of performance-based remuneration have been considered in determining the remuneration packages so as to align management incentives with shareholders’ interests. During the year, the Remuneration Committee reviewed and approved, inter alia, (i) the remuneration package of the Directors and key executives; and (ii) service contracts of certain Directors.
Majority of the Committee members are non-executive Directors and three of them are independent. the Remuneration Committee currently comprises five members including one executive Director, namely, Mr. Stephen Riady, one non-executive Director, namely, Mr. Leon Chan nim Leung (being the Chairman of the Remuneration Committee) and three independent non-executive Directors, namely, Messrs. Albert Saychuan Cheok, Victor Yung Ha Kuk and tsui King Fai. one meeting was held in 2010 and the individual attendance of each member is set out above.
Details of Directors’ emoluments and retirement benefits are disclosed in notes 7 and 2.4(t) to the financial statements, respectively.
11
Hongkong Chinese Limited ANNUALREPORT 2010
Corporate Governance Report (continued)
Nomination of Directors
the Board has the power to appoint Director(s) pursuant to the Company’s Bye-laws. no new Director was appointed during 2010.
A nomination Committee was established by the Board in June 2005. It has clear terms of reference and is accountable to the Board. Its terms of reference can be found in the Company’s website (www.hkchinese.com.hk). the principal role of the Committee includes, inter alia, review of the structure, size and composition (including the skills, knowledge and experience) of the Board on a regular basis and making recommendations to the Board regarding any proposed changes; assessment of the independence of independent non-executive Directors; and making recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors and succession planning for Directors in particular the Chairman and the Chief executive officer. During the year, the nomination Committee reviewed, inter alia, the eligibility of the Directors seeking for re-election at the last annual general meeting and assessed the independency of the independent non-executive Directors. the nomination Committee also reviewed the existing size and efficiency of the Board.
Majority of the Committee members are non-executive Directors and three of them are independent. the nomination Committee currently comprises five members including one executive Director, namely, Mr. Stephen Riady, one non-executive Director, namely, Mr. Leon Chan nim Leung (being the Chairman of the nomination Committee) and three independent non-executive Directors, namely, Messrs. Albert Saychuan Cheok, Victor Yung Ha Kuk and tsui King Fai. one meeting was held in 2010 and the individual attendance of each member is set out above.
Auditors’ Remuneration
Messrs. ernst & Young has been re-appointed by the shareholders in the last annual general meeting as the Company’s auditors. During the year, the fees charged to the accounts of the Group for the statutory audit and non-statutory audit services provided by Messrs. ernst and Young (which for the purpose includes any entity under common control, ownership or management with the auditors or any entity that a reasonable and informed third party having knowledge of all relevant information would reasonably conclude as part of the auditors nationally and internationally) amounted to approximately HK$2.2 million (2009 - HK$2.0 million) and approximately HK$0.1 million (2009 — HK$0.1 million), respectively.
Audit Committee
the Board established an Audit Committee in December 1998. the Audit Committee has clear terms of reference and is accountable to the Board. Its terms of reference can be found in the Company’s website (www.hkchinese.com.hk). It assists the Board in meeting its responsibilities for ensuring an effective system of internal control and compliance, and in meeting its external financial reporting objectives. All Committee members are non-executive Directors and three of them including the Chairman are independent. the Audit Committee comprises four members including one non-executive Director, namely Mr. Leon Chan nim Leung, and three independent non-executive Directors, namely Messrs. Victor Yung Ha Kuk (being the Chairman of the Audit Committee prior to 1st July, 2010), tsui King Fai (appointed as the Chairman of the Audit Committee on 1st July, 2010) and Albert Saychuan Cheok. Four meetings were held in 2010 and the individual attendance of each member is set out above.
the Committee members possess diversified industry experience and the Chairman of the Audit Committee has appropriate professional qualifications and experience in accounting matters. Under its current terms of reference, the Committee will meet at least two times each year. Senior management and auditors shall attend the meetings as and when necessary.
12
Hongkong Chinese Limited ANNUALREPORT 2010
Corporate Governance Report (continued)
Audit Committee (continued)
During the year, the Audit Committee discharged its duties by reviewing the financial and audit matters of the Group, including management accounts, financial statements, internal audit reports, and interim and annual reports and discussing with executive Directors, management, internal audit department (the “IA Department”) and external auditors regarding the financial, risk management and/or internal audit and control matters of the Group, and making recommendations to the Board on financial-related matters.
Internal Controls
the Board recognises its responsibility for maintaining an adequate system of internal control and prompt and transparent reporting of the Company’s activities to the shareholders and to the public.
the internal control system is designed to facilitate the effectiveness and efficiency of operations, safeguard assets against unauthorised use and disposition, ensure the maintenance of proper accounting records and the truth and fairness of the financial statements, and ensure compliance with relevant legislation and regulations.
During the year, a review of the effectiveness of the Group’s internal control system covering all material controls and risk management functions has been conducted. the review will be conducted annually in accordance with the requirements of the Code.
During the year, the Board has reviewed the adequacy of resources, qualifications and experience of staff of the Company’s accounting and financial reporting function, and their training programmes and budget. the review will be conducted annually in accordance with the requirements of the Code.
Internal Audit
the IA Department was set up in 2007 to perform internal audit and to review the internal control system of the Group.
the principal roles of the internal audit are to ensure the effectiveness of internal control procedures and strict compliance with different standards and policies across different businesses and operations of the Group. the IA Department audits and evaluates the Group’s internal control operation and management activities so as to establish that there are no significant misrepresentations of risks and faults in the Group. the Board and the Audit Committee will actively take actions based on the findings from the IA Department. the IA Department is also responsible for providing improvement procedures to different operation teams and departments so as to minimize the risk exposure in the future. ongoing enhancement and revision on the internal control system will have to be made from time to time so as to cope with the growth of the Group.
Communication with Shareholders
the Company’s Annual General Meeting (“AGM”) is one of the principal channels of communication with its shareholders. It provides an opportunity for shareholders to ask questions about the Company’s performance. Separate resolutions are proposed for each substantially separate issue at the AGM.
Under the Listing Rules, all resolutions proposed at shareholders’ meetings must be voted by poll. Details of the poll vote procedures will be explained during the proceedings of shareholders’ meetings. the poll voting results will be released and posted on the websites of the Stock exchange (www.hkexnews.hk) and the Company (www.hkchinese.com.hk).
to provide effective communication, the Company maintains a website at www.hkchinese.com.hk. All the financial information and other disclosures, including, inter alia, annual reports, interim reports, announcements, circulars and notices are available on the Company’s website.
13
Hongkong Chinese Limited ANNUALREPORT 2010
Corporate Governance Report (continued)
Fair Disclosure and Investor Relations
the Company uses its best endeavours to distribute material information about the Group to all interested parties as widely as possible. When announcements are made through the Stock exchange, the same information will be available to the public on the Company’s website. the Company recognises its responsibility to disclose its activities to those with a legitimate interest and to respond to their questions.
Management of the Group maintains regular contacts with the investment community, and participated in investor conferences and analyst meetings to keep the public abreast of the latest development of the Group.
Financial Reporting
the Board recognises its responsibility to prepare the Company’s financial statements which give a true and fair view and are in compliance with Hong Kong Financial Reporting Standards, Listing Rules and other regulatory requirements. As at 31st December, 2010, the Board was not aware of any material misstatement or uncertainties that might put doubt on the Group’s financial position or continue as a going concern. the Board selected appropriate accounting policies and applied consistently. Judgments and estimates were reasonably and prudently made. the external auditor is responsible for audit and report, if any, material misstatement or non-compliance with Hong Kong Financial Reporting Standards or other regulations. the Board endeavour to ensure a balanced, clear and understandable assessment of the Group’s performance, position and prospects in financial reporting.
the responsibilities of the auditors with respect to financial reporting are set out in the Independent Auditors’ Report on pages 32 and 33.
Corporate Social Responsibility
the Group is conscious of its role as a socially responsible group of companies. It cares for and supports the communities where it operates. the Group has made donations for community wellbeing from time to time. In 2010, the Group established a volunteer team for serving the socially disadvantaged and the community as a whole.
14
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors
the Directors present their report together with the audited financial statements for the year ended 31st December, 2010.
Principal Activities
the principal activity of the Company is investment holding. Its subsidiaries, associates and jointly controlled entities are principally engaged in investment holding, property investment, property development, hotel operation, project management, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.
Results and Distributions
the results of the Group for the year ended 31st December, 2010 and the state of affairs of the Group and the Company as at 31st December, 2010 are set out in the financial statements on pages 34 to 123.
the Directors have resolved to recommend the payment of a final distribution of HK2 cents per share (2009 — nil), amounting to approximately HK$36.8 million (based on 1,840,394,550 ordinary shares in issue as at 30th March, 2011), for the year ended 31st December, 2010. this represents total distribution for the year ended 31st December, 2010 (2009 — nil).
Summary of Financial Information
A summary of the results and of the assets, liabilities and non-controlling interests of the Group for the last five financial years ended 31st December, 2010 is set out on page 126.
Share Capital
Details of movements in the share capital of the Company are set out in note 30 to the financial statements.
Share Option Scheme
Details of the share option scheme of the Company are set out in note 31 to the financial statements.
Reserves and Distributable Reserves
Details of movements in the reserves of the Company and of the Group during the year and details of the distributable reserves are set out in note 32 to the financial statements and in the consolidated statement of changes in equity on page 39, respectively.
Fixed Assets
Details of movements in the fixed assets of the Company and of the Group during the year are set out in note 16 to the financial statements.
Investment Properties
Details of movements in the investment properties of the Group are set out in note 17 to the financial statements.
Donations
During the year, the Group made charitable and other donations of HK$6,725,000 (2009 — HK$3,000).
15
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Directors
the Directors of the Company during the year were as follows:
Non-executive Directors
Dr. Mochtar Riady (Chairman)
- Mr. Leon Chan nim Leung
Executive Directors
Mr. Stephen Riady (Chief Executive Officer)
Mr. John Lee Luen Wai, J.P.
- Mr. Kor Kee Yee
Independent Non-executive Directors
-
Mr. Albert Saychuan Cheok
-
Mr. Victor Yung Ha Kuk
-
Mr. tsui King Fai
there were the following changes with effect from 25th March, 2011:
-
Dr. Mochtar Riady resigned as a non-executive Director and the Chairman of the Company;
-
Mr. Stephen Riady was appointed as the Chairman of the Company and resigned as the Chief executive officer of the Company; and
-
Mr. John Lee Luen Wai was appointed as the Chief executive officer of the Company.
In accordance with Bye-law 87 of the Bye-laws of the Company (the “Bye-laws”), Messrs. Albert Saychuan Cheok, Leon Chan nim Leung, Victor Yung Ha Kuk and tsui King Fai will retire from office by rotation and, being eligible, will offer themselves for re-election at the forthcoming annual general meeting.
each of Dr. Mochtar Riady, Messrs. Leon Chan nim Leung and Albert Saychuan Cheok entered into a letter agreement with the Company for his appointment as a Director of the Company for a term of two years commencing from 1st January, 2010. Dr. Mochtar Riady resigned as a Director of the Company on 25th March, 2011. Following the expiry of the term under their respective former letter agreement with the Company, each of Messrs. Victor Yung Ha Kuk and tsui King Fai entered into a new letter agreement with the Company for his appointment as a Director of the Company for a term of two years commencing from 30th September, 2010. All the above letter agreements will be terminable by either party by giving three months’ prior written notice. their terms of services are also subject to the provisions of the Bye-laws. each of Messrs. John Lee Luen Wai and Kor Kee Yee has an employment agreement with the Company, which will be terminable by either party by giving three months’ prior written notice. Mr. Stephen Riady does not have any service contract with the Company and/or its subsidiaries. In accordance with the Bye-laws, onethird of the Directors of the Company must retire from office at each annual general meeting and their re-election is subject to a vote of shareholders. In addition, every Director is subject to retirement by rotation at least once every three years notwithstanding that the total number of Directors to retire at the relevant annual general meeting would as a result exceed one-third of the Directors.
none of the Directors proposed for re-election at the forthcoming annual general meeting has a service contract with the Company or any of its subsidiaries which is not determinable by the employing company within one year without payment of compensation, other than statutory compensation.
the Company has received from each independent non-executive Director an annual confirmation of his independence pursuant to rule 3.13 of the Rules Governing the Listing of Securities on the Stock exchange of Hong Kong Limited, and the Company considers such Directors to be independent.
16
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Brief Biographical Details of Directors and Senior Management
Dr. Mochtar Riady (also known as Dr. Lee Man tjin), aged 81, is the founder and the Chairman of the group of companies controlled by the Riady family. Dr. Riady is the spouse of Madam Lidya Suryawaty and the father of Mr. Stephen Riady. Dr. Riady has over 30 years’ banking and financial institution experience in Indonesia, Hong Kong, Singapore, taiwan and the United States of America. He was appointed a Director and the Chairman in 1992 and he resigned as Director and the Chairman on 25th March, 2011. He was also the Honorary Chairman of Lippo China Resources Limited (“LCR”), a public listed company in Hong Kong until 25th March, 2011 when he relinquished such title. He is a director of Lippo Cayman Limited (“Lippo Cayman”) and Lippo Capital Limited (“Lippo Capital”). Dr. Riady also held directorship in a subsidiary of the Company until 25th March, 2011 when he relinquished such directorship.
Mr. Stephen Riady , aged 50, was appointed a Director of the Company in 1992. on 25th March, 2011, Mr. Riady resigned as the Chief executive officer of the Company and was appointed as the Chairman of the board of directors of the Company. He is also an executive director and the Chairman of Lippo Limited (“Lippo”), a public listed company in Hong Kong. Being an executive director of LCR, Mr. Riady resigned as the Deputy Chairman, Managing Director and Chief executive officer and was appointed as the Chairman of the board of directors of LCR on 25th March, 2011. Mr. Riady is a director of Lanius Limited, Lippo Cayman and Lippo Capital. He is a member of the Remuneration Committee and the nomination Committee of each of the Company, Lippo and LCR. He also holds directorship in certain subsidiaries of the Company, Lippo and LCR. Mr. Riady is the executive Chairman of overseas Union enterprise Limited and an executive director of Auric Pacific Group Limited (“Auric”), both are public listed companies in Singapore. He is a graduate of the University of Southern California and holds an Honorary Degree of Doctor of Business Administration from napier University in the United Kingdom. He is one of the first Honorary University Fellows installed by the Hong Kong Baptist University in September 2006. Dr. Mochtar Riady and Madam Lidya Suryawaty are the parents of Mr. Riady.
Mr. John Lee Luen Wai , J.P . , aged 62, was appointed a Director of the Company in 1992. Mr. Lee is currently the Chief executive officer of the Company appointed on 25th March, 2011. Mr. Lee is also the Managing Director and Chief executive officer of Lippo and a director of LCR. He was appointed as the Chief executive officer of LCR on 25th March, 2011. He is a director of Prime Success Limited and Hennessy Holdings Limited. Mr. Lee is also an authorised representative of the Company, Lippo and LCR. In addition, Mr. Lee holds directorship in certain subsidiaries of the Company, Lippo and LCR. Mr. Lee is a non-executive director of export and Industry Bank, Inc. (“eIB”), a public listed company in the Philippines. on 12th november, 2010, he was appointed a director of Asia now Resources Corp., a company listed on tSX Venture exchange of Canada. He is an independent non-executive director of new World Development Company Limited and new World China Land Limited, both are public listed companies in Hong Kong. Mr. Lee is a Fellow Member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants and an Associate Member of the Institute of Chartered Accountants in england and Wales. He was a partner of Pricewaterhouse in Hong Kong and has extensive experience in corporate finance and capital markets. Mr. Lee is an Honorary Fellow of the City University of Hong Kong. He serves as a member on a number of Hong Kong Government Boards and Committees including a member of the Hospital Authority and the Chairman of its Finance Committee. He is also the Chairman of the Board of trustees of the Hospital Authority Provident Fund Scheme as well as the Chairman of the Queen elizabeth Hospital Governing Committee. In addition, Mr. Lee serves as a member of non-local Higher and Professional education Appeal Board.
Mr. Leon Chan Nim Leung , aged 55, was appointed a Director of the Company in 1992 and was redesignated from independent non-executive Director to non-executive Director of the Company in September 2004. He is a practising lawyer and presently the principal partner of Messrs. Y.t. Chan & Co. He was admitted as a solicitor of the Supreme Court of Hong Kong in 1980 and was also admitted as a solicitor in england in 1984 and in Victoria, Australia in 1985. He was a member of the Solicitors Disciplinary tribunal from May 1993 to April 2008 and is currently one of the Panel Chairman of the Appeal tribunal Panel on appeals against a decision of the Building Authority. He is also a non-executive director of Lippo and LCR. He is also a director of a subsidiary of the Company and the Chairman of the supervisory board of a subsidiary of the Company. Mr. Chan is the Chairman of the Remuneration Committee and the nomination Committee as well as a member of the Audit Committee of each of the Company, Lippo and LCR.
17
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Brief Biographical Details of Directors and Senior Management (continued)
Mr. Albert Saychuan Cheok , aged 60, was appointed an independent non-executive Director of the Company in 2002. Mr. Cheok is a member of the Audit Committee, Remuneration Committee and nomination Committee of the Company. Mr. Cheok graduated from the University of Adelaide, Australia, with a First Class Honours degree in economics. He is a Fellow of the Australian Society of Certified Public Accountants and is a banker with over 30 years of experience in banking in the Asia-Pacific region, particularly in Australia, Hong Kong, Philippines and Malaysia. Mr. Cheok is the Chairman of Auric and the Vice Chairman of eIB. Mr. Cheok is the Chairman of AcrossAsia Limited, a public listed company in Hong Kong. He is also the Chairman of Bowsprit Capital Corporation Limited (“Bowsprit”), the Manager of First ReIt, a listed healthcare ReIt in Singapore and a director of Amplefield Limited (“Amplefield”). Both Bowsprit and Amplefield are public listed companies in Singapore. Mr. Cheok is the independent non-executive Chairman of LippoMapletree Indonesia Retail trust Management Limited, the Manager of Lippo-Mapletree Indonesia Retail trust which is a listed Singapore based real estate investment trust. Mr. Cheok is a director of Metal Reclamation Berhad, a public listed company in Malaysia and a director of oriental Capital Assurance Berhad, a general insurance company in Malaysia. Mr. Cheok is also an independent non-executive director of eoncap Islamic Bank Berhad and MIMB Investment Bank Berhad in Malaysia. Mr. Cheok is currently a member of the Board of Governors of the Malaysian Institute of Corporate Governance in Malaysia. Mr. Cheok was appointed as an independent non-executive director of MIDAn City Development Co., Ltd. on 30th March, 2011. He was the Chairman of Bangkok Bank Berhad in Malaysia for the period from September 1995 to november 2005.
Mr. Kor Kee Yee , aged 62, was appointed a Director of the Company in 2002. He also holds directorship in certain subsidiaries of the Company. Mr. Kor holds a Master’s Degree in Business Administration from Asia International open University (Macau). He has over 30 years’ comprehensive banking experience.
Mr. Victor Yung Ha Kuk , aged 57, was appointed an independent non-executive Director of the Company in September 2004. Mr. Yung is a professional accountant with over 30 years of working experience in the financial and accounting fields, and served in management positions in various multinational companies in Asia. He had been a member of the listings sub-committee of the Stock exchange of Singapore. Mr. Yung holds a Master of Science Degree in Corporate Governance and Directorship from the Hong Kong Baptist University, and is a member of the Hong Kong Institute of Certified Public Accountants. He is also an independent non-executive director of Lippo and LCR. Mr. Yung was the Chairman of the Audit Committee of the Company until 1st July, 2010. He is currently a member of the Audit Commitee, the Remuneration Committee and the nomination Committee of the Company. He is also the Chairman of the Audit Committee and a member of the Remuneration Committee and the nomination Committee of each of Lippo and LCR.
Mr. Tsui King Fai , aged 61, was appointed an independent non-executive Director of the Company in September 2004. Mr. tsui is a director and senior consultant of a registered financial services company in Hong Kong. He is an independent non-executive director of Vinda International Holdings Limited and China Aoyuan Property Group Limited, both are public listed companies in Hong Kong. He has over 30 years of extensive experience in accounting, finance and investment management, particularly in investments in mainland China. Mr. tsui worked for two of the Big Four audit firms in the United States of America and Hong Kong and served in various public listed companies in Hong Kong in a senior capacity. He is a Fellow of the Hong Kong Institute of Certified Public Accountants, a member of the Institute of Chartered Accountants in Australia and a member of the American Institute of Certified Public Accountants. He graduated from the University of Houston, texas, the United States of America and holds a Master of Science in Accountancy and a Bachelor of Business Administration with first class honours. Mr. tsui is also an independent non-executive director of Lippo and LCR. He is a member of the Audit Committee, the Remuneration Committee and the nomination Committee of each of the Company, Lippo and LCR. He took up the role as the Chairman of the Audit Committee of the Company on 1st July, 2010.
18
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Brief Biographical Details of Directors and Senior Management (continued)
Details of the interests of the Directors in the Company are disclosed in the section headed “Directors’ and Chief executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations” below. Madam Lidya Suryawaty’s interest in the Company is disclosed in the section headed “Interests and Short Positions of Shareholders Discloseable under the Securities and Futures ordinance” below.
Save as disclosed herein and in the section headed “Directors’ and Chief executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations” below, the Directors do not have any other relationships with any Directors, senior management or substantial or controlling shareholders of the Company.
Brief Biographical Details of Other Officers
Mr. Ng Tai Chiu , is the chief financial officer of the Company. He was appointed the qualified accountant of the Company in March 2006. He holds a master’s degree in Business (electronic Commerce) from Curtin University of technology in Australia, a master’s degree in International Banking and Financial Studies from the Heriot-Watt University in the United Kingdom and a doctor’s degree in Business Administration from the University of Hull in the United Kingdom. Mr. ng is a fellow member of each of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Institute of Chartered Secretaries and Administrators. Mr. ng has over 25 years’ experience in the accounting and corporate finance field in Hong Kong.
Mr. Hau Tat Kwong , was appointed the company secretary of the Company in January 1994. He is also an authorised representative of the Company. He holds a master’s degree in Business Administration from the University of Warwick in the United Kingdom. Mr. Hau is a fellow member of both the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries. Mr. Hau has over 25 years’ experience in the company secretarial field.
Directors’ and Five Highest Paid Employees’ Emoluments
Details of the emoluments of the Directors on a named basis and the five highest paid employees in the Group are set out in notes 7 and 8 to the financial statements, respectively.
the emoluments of the Directors are determined by reference to the market rates, commitment, contribution and their duties and responsibilities within the Group. With effect from 1st January, 2010, the fees payable to the non-executive Directors are HK$160,000 per annum which have been covered by their respective letter agreement with the Company. A non-executive Director will also receive additional fees for duties assigned to and services provided by him, for example, serving as Chairmen and/or members of various Board committees of the Company. With effect from 1st January, 2010, the fees payable per annum to non-executive Directors for serving as the Chairmen and/or members of various Board committees of the Company are as follows:
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HK$
Audit Committee
Chairman 40,000
Member 20,000
Other Committees
Chairman 20,000
Member 15,000
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19
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Directors’ and Five Highest Paid Employees’ Emoluments (continued)
the emoluments of the executive Directors (except for Mr. Stephen Riady who does not have any service contract with the Company and/or its subsidiaries) have been covered by their respective employment agreement with the Company and/or paid under the relevant statutory requirement save for the director’s fees and fringe benefits of Mr. John Lee Luen Wai in the total amount of approximately HK$65,000 and the fringe benefits of Mr. Kor Kee Yee in the total amount of approximately HK$200,000 paid for the year.
Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations
As at 31st December, 2010, the interests or short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures ordinance (the “SFo”)) as recorded in the register required to be kept by the Company under Section 352 of the SFo or as otherwise notified to the Company and the Stock exchange of Hong Kong Limited (the “Stock exchange”) pursuant to the Model Code for Securities transactions by Directors of Listed Issuers under the Rules Governing the Listing of Securities on the Stock exchange (the “Model Code”), were as follows:
Interests in shares and underlying shares of the Company and associated corporations (a) The Company
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Number of ordinary shares Number of underlying ordinary shares
of HK$1.00 each in the Company of HK$1.00 each in the Company
Approximate
Personal percentage
interests Family Family of total
(held as interests Personal interests interests interests in
beneficial (interest Other (held as (interest Other Total the issued
Name of Director owner) of spouse) interests beneficial owner) of spouse) interests interests share capital
Options [^] Warrants [+] Warrants [+] Warrants [+]
Mochtar Riady — — 1,014,222,978 — — — 106,765,641 1,120,988,619 61.70
Note (i) Note (i)
Stephen Riady — — 1,014,222,978 — — — 106,765,641 1,120,988,619 61.70
Note (i) Note (i)
John Lee Luen Wai 270 270 — 4,590,000 30 30 — 4,590,600 0.25
Leon Chan nim Leung — — — 810,000 — — — 810,000 0.04
tsui King Fai — 67,500 — 607,500 — 7,500 — 682,500 0.04
Albert Saychuan Cheok — — — 607,500 — — — 607,500 0.03
Kor Kee Yee — — — 607,500 — — — 607,500 0.03
Victor Yung Ha Kuk — — — 607,500 — — — 607,500 0.03
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- ^ the options were granted on 17th December, 2007 without consideration under the share option scheme adopted by the Company (the “Share option Scheme”). the above options could not be exercised from the date of grant to 16th June, 2008. Such options are exercisable from 17th June, 2008 to 16th December, 2012 in accordance with the rules of the Share option Scheme to subscribe for ordinary shares of HK$1.00 each in the Company at an initial exercise price of HK$1.68 per share (subject to adjustment). Pursuant to the rights issue of new shares of the Company in June 2008 on the basis of seven rights shares for every twenty shares held, the number of ordinary shares to be subscribed for subject to the options was increased and the exercise price was adjusted from HK$1.68 per share to HK$1.24 per share (subject to adjustment) with effect from 27th June, 2008. none of the options were exercised by any of the above Directors during the year. Further details of the interests of Directors in the options are disclosed in note 31 to the financial statements.
- the holders of the warrants of the Company are entitled to subscribe for ordinary shares of HK$1.00 each in the Company at a subscription price of HK$1.25 per share (subject to adjustment) during the period from 4th July, 2008 to 4th July, 2011 (both dates inclusive).
20
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations (continued) Interests in shares and underlying shares of the Company and associated corporations (continued) (b) Lippo Limited (“Lippo”)
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Number of ordinary shares Number of underlying ordinary shares
of HK$0.10 each in Lippo of HK$0.10 each in Lippo
Approximate
Personal percentage
interests of total
(held as Personal interests interests in
beneficial Other (held as Other Total the issued
Name of Director owner) interests beneficial owner) interests interests share capital
Options Warrants [@] Warrants [@]
Mochtar Riady — 319,322,219 — — 35,312,240 354,634,459 70.87
Notes (i) and (ii) Notes (i) and (ii)
Stephen Riady — 319,322,219 — — 35,312,240 354,634,459 70.87
Notes (i) and (ii) Notes (i) and (ii)
John Lee Luen Wai 1,031,250 — 1,125,000 103,125 — 2,259,375 0.45
Leon Chan nim Leung — — 193,750 — — 193,750 0.04
Victor Yung Ha Kuk — — 162,500 — — 162,500 0.03
tsui King Fai — — 162,500 — — 162,500 0.03
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-
the options were granted on 17th December, 2007 without consideration under the share option scheme adopted by Lippo (the “Lippo Share option Scheme”). the above options could not be exercised from the date of grant to 16th June, 2008. Such options are exercisable from 17th June, 2008 to 16th December, 2012 in accordance with the rules of the Lippo Share option Scheme to subscribe for ordinary shares of HK$0.10 each in Lippo at an initial exercise price of HK$6.98 per share (subject to adjustment). Pursuant to the rights issue of new shares of Lippo in June 2008 on the basis of one rights share for every four shares held, the number of ordinary shares to be subscribed for subject to the options was increased and the exercise price was adjusted from HK$6.98 per share to HK$5.58 per share (subject to adjustment) with effect from 27th June, 2008. none of the options were exercised by any of the above Directors during the year. Details of the Directors’ interests in underlying shares in respect of the options are summarised in note (v) below.
-
@ the holders of the warrants of Lippo are entitled to subscribe for ordinary shares of HK$0.10 each in Lippo at a subscription price of HK$4.70 per share (subject to adjustment) during the period from 4th July, 2008 to 4th July, 2011 (both dates inclusive).
21
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations (continued) Interests in shares and underlying shares of the Company and associated corporations (continued) (c) Lippo China Resources Limited (“LCR”)
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Number of
Number of underlying
ordinary shares of ordinary shares of
Approximate
HK$0.10 each HK$0.10 each
percentage
in LCR in LCR
of total
Personal interests interests in
(held as the issued
Name of Director Other interests beneficial owner) Total interests share capital
Options [#]
Mochtar Riady 6,544,696,389 — 6,544,696,389 71.21
Notes (i), (ii) and (iii)
Stephen Riady 6,544,696,389 — 6,544,696,389 71.21
Notes (i), (ii) and (iii)
John Lee Luen Wai — 22,000,000 22,000,000 0.24
Leon Chan nim Leung — 3,000,000 3,000,000 0.03
Victor Yung Ha Kuk — 2,300,000 2,300,000 0.03
tsui King Fai — 2,300,000 2,300,000 0.03
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-
the options were granted on 17th December, 2007 without consideration under the share option scheme adopted by LCR (the “LCR Share option Scheme”). the above options could not be exercised from the date of grant to 16th June, 2008. Such options are exercisable from 17th June, 2008 to 16th December, 2012 in accordance with the rules of the LCR Share option Scheme to subscribe for ordinary shares of HK$0.10 each in LCR at an exercise price of HK$0.267 per share (subject to adjustment). none of the options were exercised by any of the above Directors during the year and the number of underlying ordinary shares of HK$0.10 each in LCR in respect of which options have been granted to them as at 1st January, 2010 and 31st December, 2010 were the same as set out above.
Note:
-
(i) As at 31st December, 2010, Lippo Cayman Limited (“Lippo Cayman”), an associated corporation (within the meaning of Part XV of the SFo) of the Company, was indirectly interested in 1,014,222,978 ordinary shares and HK$133,457,051.25 warrants giving rise to an interest in 106,765,641 underlying ordinary shares of the Company, totalling 1,120,988,619 ordinary shares and underlying ordinary shares of HK$1.00 each in, representing approximately 61.70 per cent. of the then issued share capital of, the Company. Lanius Limited (“Lanius”), an associated corporation (within the meaning of Part XV of the SFo) of the Company, is the holder of 10,000,000 ordinary shares of US$1.00 each in, representing the entire issued share capital of, Lippo Cayman. Lanius is the trustee of a discretionary trust which was founded by Dr. Mochtar Riady, who does not have any interest in the share capital of Lanius. the beneficiaries of the trust include, inter alia, Mr. Stephen Riady and other members of the family. Dr. Mochtar Riady and Mr. Stephen Riady were taken to be interested in Lippo Cayman under the provisions of the SFo.
-
(ii) As at 31st December, 2010, Lippo Cayman, and through its wholly-owned subsidiaries, Lippo Capital Limited, J & S Company Limited and Huge Returns Limited, and its subsidiary, Lippo Securities Limited (“Lippo Securities”), was directly and indirectly interested in an aggregate of 319,322,219 ordinary shares and HK$165,967,528 warrants giving rise to an interest in 35,312,240 underlying ordinary shares of Lippo, totalling 354,634,459 ordinary shares and underlying ordinary shares of HK$0.10 each in, representing approximately 70.87 per cent. of the then issued share capital of, Lippo. Lippo Securities is a wholly-owned subsidiary of the Company which in turn is a 55.83 per cent. subsidiary of Lippo.
22
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations (continued) Interests in shares and underlying shares of the Company and associated corporations (continued) Note: (continued)
-
(iii) As at 31st December, 2010, Lippo was indirectly interested in 6,544,696,389 ordinary shares of HK$0.10 each in, representing approximately 71.21 per cent. of the then issued share capital of, LCR.
-
(iv) the percentages of the issued share capital stated in this section were arrived based on the issued share capital of each of the Company, Lippo and LCR (as the case may be) as at 31st December, 2010.
-
(v) Details of the Directors’ interests in underlying shares in respect of the options granted under the Lippo Share option Scheme are summarised as follows:
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Number of underlying
ordinary shares of
HK$0.10 each in Lippo
in respect of which options
have been granted
Balance as at
Exercise price per 1st January, 2010 and
Name of Director share 31st December, 2010
HK$
John Lee Luen Wai 5.58 1,125,000
Leon Chan nim Leung 5.58 193,750
Victor Yung Ha Kuk 5.58 162,500
tsui King Fai 5.58 162,500
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- (vi) Dr. Mochtar Riady resigned as a Director of the Company on 25th March, 2011.
the above interests in the underlying shares of the Company and its associated corporations in respect of options were held pursuant to unlisted physically settled equity derivatives.
the above interests in the underlying shares of the Company and its associated corporations in respect of warrants were held pursuant to listed physically settled equity derivatives.
23
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations (continued) Interests in shares and underlying shares of the Company and associated corporations (continued) For the reasons outlined above, through their deemed interests in Lippo Cayman as mentioned in note (i) above, Dr. Mochtar Riady and Mr. Stephen Riady were also taken to be interested in the share capital of the following associated corporations (within the meaning of Part XV of the SFo) of the Company:
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Approximate
percentage
Number of of interest
shares in the issued
Name of associated corporation Class of shares interested share capital
Abital trading Pte. Limited ordinary shares 2 100
AcrossAsia Limited ordinary shares 3,669,576,788 72.45
(Note a)
Actfield Limited ordinary shares 1 100
Blue Regent Limited ordinary shares 100 100
Boudry Limited ordinary shares 1,000 100
Congrad Holdings Limited ordinary shares 1 100
CRC China Limited ordinary shares 1 100
Cyport Limited ordinary shares 1 100
east Winds Food Pte Ltd. ordinary shares 400,000 88.88
(Note b)
Fantax Limited ordinary shares 1 100
First Bond Holdings Limited ordinary shares 1 100
First tower Corporation ordinary shares 1 100
Glory Power Worldwide Limited ordinary shares 1 100
Grand Peak Investment Limited ordinary shares 2 100
Grandform Limited ordinary shares 1 100
Grandhill Asia Limited ordinary shares 1 100
Great Honor Investments Limited ordinary shares 1 100
Greenroot Limited ordinary shares 1 100
Hennessy Holdings Limited ordinary shares 1 100
(Note c)
HKCL Holdings Limited ordinary shares 50,000 100
Honix Holdings Limited ordinary shares 1 100
Huge Returns Limited ordinary shares 1 100
Ivey International Limited ordinary shares 1 100
J & S Company Limited ordinary shares 1 100
Lippo Assets (International) Limited ordinary shares 1,000,000 100
non-voting deferred 15,000,000 100
shares
Lippo Capital Limited ordinary shares 705,690,000 100
Lippo energy Company n.V. ordinary shares 6,000 100
Lippo energy Holding Limited ordinary shares 1 100
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24
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations (continued) Interests in shares and underlying shares of the Company and associated corporations (continued)
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Approximate
percentage
Number of of interest
shares in the issued
Name of associated corporation Class of shares interested share capital
Lippo Finance Limited ordinary shares 6,176,470 82.35
Lippo Holding America Inc. ordinary shares 1 100
Lippo Holding Company Limited ordinary shares 2,500,000 100
non-voting deferred 7,500,000 100
shares
Lippo Holdings Inc. ordinary shares 1 100
Lippo Investments Limited ordinary shares 2 100
Lippo Realty Limited ordinary shares 2 100
Lippo Strategic Holdings Inc. ordinary shares 1 100
Lippo World Holdings Limited ordinary shares 1 100
Manneton Limited ordinary shares 1 100
Multi-World Builders & ordinary shares 4,080 51
Development Corporation
nelton Limited ordinary shares 10,000 100
obermac Limited ordinary shares 1 100
Pointbest Limited ordinary shares 1 100
Prime Success Limited ordinary shares 1 100
(Note d)
SCR Ltd. ordinary shares 1 100
Sinotrend Global Holdings Limited ordinary shares 1 100
Skyscraper Realty Limited ordinary shares 10 100
the HCB General Investment (Singapore) ordinary shares 70,000 70
Pte Ltd. (“HCB General”)
thornton Pacific Limited ordinary shares 1 100
times Grand Limited ordinary shares 1 100
Valencia Development Limited ordinary shares 800,000 100
non-voting deferred 200,000 100
shares
Welux Limited ordinary shares 1 100
Worldlink Resources Limited ordinary shares 1 100
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Note:
-
a. the interests included 219,600,000 ordinary shares held by Mideast Pacific Strategic Holdings Limited in which Lippo Cayman controlled a 30 per cent. interest.
-
b. the interests were held by HCB General, a 70 per cent. subsidiary of Lippo Cayman.
-
c. the interest was held through Lippo, a 63.81 per cent. subsidiary of Lippo Cayman.
-
d. the interest was held by Lippo, a 63.81 per cent. subsidiary of Lippo Cayman.
25
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations (continued) Interests in shares and underlying shares of the Company and associated corporations (continued) As at 31st December, 2010, Mr. Stephen Riady, as beneficial owner and through his nominee, was interested in 5 ordinary shares of HK$1.00 each in, representing 25 per cent. of, the issued share capital of, Lanius which is the holder of the entire issued share capital of Lippo Cayman. Lanius is the trustee of a discretionary trust which was founded by Dr. Mochtar Riady, who does not have any interest in the share capital of Lanius. the beneficiaries of the trust include, inter alia, Mr. Stephen Riady and other members of the family.
As at 31st December, 2010, Mr. John Lee Luen Wai, as beneficial owner, was also interested in 230,000 ordinary shares of HK$0.01 each in, representing approximately 0.0045 per cent. of, the issued share capital of AcrossAsia Limited, an associated corporation (within the meaning of Part XV of the SFo) of the Company.
As at 31st December, 2010, Mr. Kor Kee Yee, as beneficial owner, was interested in 2,444,000 ordinary shares of HK$1.00 each in, representing approximately 9.29 per cent. of, the issued share capital of technoSolve Limited, an associated corporation (within the meaning of Part XV of the SFo) of the Company.
As at 31st December, 2010, save as disclosed herein, none of the Directors or chief executive of the Company had any interests in the underlying shares in respect of cash settled or other equity derivatives of the Company or any of its associated corporations (within the meaning of Part XV of the SFo).
All the interests stated above represent long positions. Save as disclosed herein, as at 31st December, 2010, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFo) which were required to be recorded in the register kept by the Company under Section 352 of the SFo or which were required to be notified to the Company and the Stock exchange pursuant to the Model Code.
Save as disclosed herein, as at 31st December, 2010, none of the Directors or chief executive of the Company nor their spouses or minor children (natural or adopted), were granted or had exercised any rights to subscribe for any equity or debt securities of the Company or any of its associated corporations (within the meaning of Part XV of the SFo).
Arrangements to Acquire Shares or Debentures
Save as disclosed herein, at no time during the year was the Company or any of its subsidiaries, holding companies or fellow subsidiaries a party to any arrangement to enable a Director of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
26
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Interests and Short Positions of Shareholders Discloseable under the Securities and Futures Ordinance
As at 31st December, 2010, so far as is known to the Directors of the Company, the following substantial shareholders (as defined under the Rules Governing the Listing of Securities on the Stock exchange of Hong Kong Limited (the “Listing Rules”)) and other persons, other than the Directors or chief executive of the Company, had interests or short positions in the shares and underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the Securities and Futures ordinance (the “SFo”) and/or as notified to the Company as follows:
Interests of substantial shareholders (as defined under the Listing Rules) and other persons in shares and underlying shares of the Company
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Approximate
Number of percentage
Number of underlying of total
ordinary ordinary interests in
shares of shares of Total the issued
Name HK$1.00 each HK$1.00 each interests share capital
Warrants
(Note 8)
Substantial shareholders:
Hennessy Holdings Limited 1,014,222,978 106,765,641 1,120,988,619 61.70
(“Hennessy”)
Prime Success Limited 1,014,222,978 106,765,641 1,120,988,619 61.70
(“Prime Success”)
Lippo Limited (“Lippo”) 1,014,222,978 106,765,641 1,120,988,619 61.70
Lippo Cayman Limited 1,014,222,978 106,765,641 1,120,988,619 61.70
(“Lippo Cayman”)
Lanius Limited (“Lanius”) 1,014,222,978 106,765,641 1,120,988,619 61.70
Madam Lidya Suryawaty 1,014,222,978 106,765,641 1,120,988,619 61.70
Other persons:
Paul G. Desmarais 90,812,000 — 90,812,000 5.00
nordex Inc. (“nordex”) 90,812,000 — 90,812,000 5.00
Gelco enterprises Ltee (“Gelco”) 90,812,000 — 90,812,000 5.00
Power Corporation of Canada 90,812,000 — 90,812,000 5.00
(“PCC”)
Power Financial Corporation (“PFC”) 90,812,000 — 90,812,000 5.00
IGM Financial Inc. (“IGM”) 90,812,000 — 90,812,000 5.00
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Note:
-
Hennessy, the immediate holding company of the Company, as beneficial owner, directly held 1,014,222,978 ordinary shares and HK$133,456,080 warrants giving rise to an interest in 106,764,864 underlying ordinary shares of the Company, and through Lippo Securities Limited, a wholly-owned subsidiary of the Company, was indirectly interested in HK$971.25 warrants giving rise to an interest in 777 underlying ordinary shares of the Company, totalling 1,120,988,619 ordinary shares and underlying ordinary shares of HK$1.00 each in, representing approximately 61.70 per cent. of the then issued share capital of, the Company.
-
Hennessy is wholly owned by Prime Success which in turn is wholly owned by Lippo.
27
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Interests and Short Positions of Shareholders Discloseable under the Securities and Futures Ordinance (continued)
Interests of substantial shareholders (as defined under the Listing Rules) and other persons in shares and underlying shares of the Company (continued) Note: (continued)
-
Lippo Cayman is the holding company of Lippo through a direct holding and holdings through wholly-owned subsidiaries, one of which is Lippo Capital Limited, which directly holds ordinary shares representing approximately 54.68 per cent. of the then issued share capital of Lippo.
-
Lanius is the holder of the entire issued share capital of Lippo Cayman and is the trustee of a discretionary trust which was founded by Dr. Mochtar Riady, who does not have any interest in the share capital of Lanius. Dr. Mochtar Riady and his wife Madam Lidya Suryawaty were taken to be interested in Lippo Cayman under the provisions of the SFo.
-
Hennessy’s interests in the ordinary shares and underlying ordinary shares of the Company were recorded as the interests of Prime Success, Lippo, Lippo Cayman, Lanius and Madam Lidya Suryawaty. the above 1,120,988,619 ordinary shares and underlying ordinary shares in the Company related to the same block of shares and underlying shares that Dr. Mochtar Riady and Mr. Stephen Riady were interested, details of which are disclosed in the above section headed “Directors’ and Chief executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations”. Dr. Mochtar Riady, his wife Madam Lidya Suryawaty, and Mr. Stephen Riady, were taken to be interested in the securities of the Company under the provisions of the SFo.
-
Mackenzie Financial Corporation, through its wholly-owned subsidiary Mackenzie Financial Capital Corporation which is a mutual fund corporation for which it acts as portfolio manager and through certain Bermuda-based mutual funds for which another wholly-owned subsidiary Mackenzie Cundill Investment Management (Bermuda) Limited acts as manager and for which it acts as sub-adviser, was directly interested in an aggregate of 90,812,000 ordinary shares of HK$1.00 each in, representing approximately 5.00 per cent. of the then issued share capital of, the Company. Paul G. Desmarais as controlling shareholder and nordex, Gelco, PCC, PFC and IGM as intermediate holding companies to Mackenzie Financial Corporation, each has an indirect interest in the above 90,812,000 ordinary shares of the Company.
-
the percentages of the issued share capital stated in this section were arrived based on 1,816,714,924 ordinary shares of HK$1.00 each in issue of the Company as at 31st December, 2010. the percentages of interests of “other persons” in the issued share capital stated in this section were based on the respective disclosure forms filed with the Company.
-
the holders of the warrants of the Company are entitled to subscribe for ordinary shares of HK$1.00 each in the Company at a subscription price of HK$1.25 per share (subject to adjustment) during the period from 4th July, 2008 to 4th July, 2011 (both dates inclusive).
-
the above interests in the underlying shares of the Company in respect of warrants were held pursuant to listed physically settled equity derivatives.
All the interests stated above represent long positions. Save as disclosed herein, as at 31st December, 2010, none of the substantial shareholders (as defined under the Listing Rules) or other persons, other than the Directors or chief executive of the Company, had any interests or short positions in the shares and underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFo.
28
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Directors’ Interests in Competing Business
the Lippo Group (a general reference to the companies in which any of Dr. Mochtar Riady and Mr. Stephen Riady and their respective family members have a direct or indirect interest) is not a legal entity and does not operate as one. each of the companies in the Lippo Group operates within its own legal, corporate and financial framework. As at 31st December, 2010, the Lippo Group might have had or developed interests in business in Hong Kong and other parts in Asia similar to those of the Group and there was a chance that such businesses might have competed with the businesses of the Group.
other than the independent non-executive Directors, Messrs. Stephen Riady, John Lee Luen Wai and Leon Chan nim Leung are also directors of Lippo Limited (“Lippo”), an intermediate holding company of the Company, and Lippo China Resources Limited (“LCR”), a fellow subsidiary of the Company. Dr. Mochtar Riady was also a director of LCR until 25th March, 2011 when he resigned. Further details of the Directors’ interests in Lippo and LCR are disclosed in the above section headed “Directors’ and Chief executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and Associated Corporations”. Subsidiaries of Lippo and LCR are also engaged in property investment and property development.
the Directors of the Company are fully aware of, and have been discharging, their fiduciary duty to the Company. the Company and its Directors would comply with the relevant requirements of the Company’s Bye-laws and the Rules Governing the Listing of Securities on the Stock exchange of Hong Kong Limited (the “Listing Rules”) whenever a Director has any conflict of interest in the transaction(s) with the Company.
Save as disclosed herein, during the year and up to the date of this report, none of the Directors are considered to have interest in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group required to be disclosed under the Listing Rules.
Continuing Connected Transactions
Continuing connected transactions disclosed in accordance with the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock exchange of Hong Kong Limited (the “Stock exchange”) are as follows:
-
(A) on 18th September, 2008, a tenancy agreement was entered into between the Company and Porbandar Limited (“Porbandar”), a fellow subsidiary of the Company, pursuant to which Porbandar agreed to let to the Company of Room 4301, 43rd Floor, tower one, Lippo Centre, 89 Queensway, Hong Kong with a gross floor area of approximately 4,879 square feet for a term of two years from 16th September, 2008 to 15th September, 2010, both days inclusive, at a monthly rental of HK$282,982, exclusive of rates, service charges and all other outgoings, for office use. the rental was determined by reference to the then prevailing open market rentals. this tenancy agreement expired on 15th September, 2010.
-
(B) on 14th September, 2010, a tenancy agreement was entered into between the Company and Porbandar, pursuant to which Porbandar agreed to let to the Company of Room 4301, 43rd Floor, tower one, Lippo Centre, 89 Queensway, Hong Kong with a gross floor area of approximately 4,686 square feet for a term of two years from 16th September, 2010 to 15th September, 2012, both days inclusive, at a monthly rental of HK$230,000 (equivalent to HK$2,760,000 per annum), exclusive of rates, service charges and all other outgoings or HK$253,260 (equivalent to HK$3,039,120 per annum), inclusive of monthly service charge of HK$23,260, for office use. the service charge of HK$23,260 per calendar month (subject to adjustment) payable by the Company to Porbandar shall be applied by Porbandar in payment of applicable service charges of the manager of the building relating to the above property provided that such service charge may not exceed HK$30,000 per calendar month unless agreed by both parties in writing (the “Maximum Service Charge”). the maximum estimated annual rental, inclusive of the Maximum Service Charge, is HK$3,120,000. the rental was determined by reference to the then prevailing open market rentals.
29
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Continuing Connected Transactions (continued)
the independent non-executive Directors have confirmed that the above tenancies have been entered into (i) in the ordinary and usual course of business of the Company; (ii) on normal commercial terms; and (iii) in accordance with the above tenancy agreements on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole. Messrs. ernst & Young, the Company’s auditors, were engaged to report on the Group’s continuing connected transactions in accordance with Hong Kong Standard on Assurance engagements 3000 “Assurance engagements other than Audits or Reviews of Historical Financial Information” and with reference to Practice note 740 “Auditor’s Letter on Continuing Connected transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. In accordance with rule 14A.38 of the Listing Rules, Messrs. ernst & Young have issued their unqualified letter containing their findings and conclusions in respect of the continuing connected transactions disclosed above by the Company and a copy of the auditors’ letter has been provided by the Company to the Stock exchange.
Further details of the above tenancies are disclosed in note 38(a) to the financial statements.
the Company has complied with all the reporting, announcement and other requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions disclosed herein.
Directors’ and Controlling Shareholders’ Interests in Contracts Save as disclosed above and in note 38 to the financial statements, there were no other contracts of significance in relation to the Company’s business, to which the Company or any of its subsidiaries, holding companies or fellow subsidiaries was a party, subsisting at the end of the year or at any time during the year, and in which a Director or the controlling shareholders or any of their respective subsidiaries, directly or indirectly, had a material interest.
During the year, no contract of significance for the provision of services to the Group by a controlling shareholder or any of its subsidiaries has been made.
Management Contracts
no contracts concerning the management and/or administration of the whole or any substantial part of the business of the Company were entered into or existed during the year.
Purchase, Sale or Redemption of the Company’s Listed Securities
During the year, there was no purchase, sale or redemption of the Company’s listed securities by the Company or any of its subsidiaries.
Major Suppliers and Customers
During the year, the percentage of purchases attributable to the Group’s five largest suppliers combined and that of sales attributable to the Group’s five largest customers combined were less than 30 per cent. of the Group’s aggregate purchases and sales, respectively.
Retirement Benefits Scheme
Details of the retirement benefits scheme of the Group and the employer’s retirement benefits costs charged to the consolidated income statement for the year are set out in notes 2.4(t) and 6 to the financial statements, respectively.
30
Hongkong Chinese Limited ANNUALREPORT 2010
Report of the Directors (continued)
Audit Committee
the Company has established an audit committee (the “Committee”). the existing members of the Committee comprise three independent non-executive Directors, namely Mr. tsui King Fai (Chairman), Mr. Albert Saychuan Cheok and Mr. Victor Yung Ha Kuk and one non-executive Director, Mr. Leon Chan nim Leung. the Committee has reviewed with the management of the Company the accounting principles and practices adopted by the Group and financial reporting matters including the review of the audited consolidated financial statements of the Company for the year ended 31st December, 2010.
Corporate Governance
the Company is committed to maintaining a high standard of corporate governance practices. the Company’s Corporate Governance Report is set out on pages 9 to 14.
Sufficiency of Public Float
Based on information that is publicly available to the Company and within the knowledge of the Directors, as at the date of this report, the Company has maintained sufficient public float as required under the Rules Governing the Listing of Securities on the Stock exchange of Hong Kong Limited.
Pre-emptive Rights
there are no provisions for pre-emptive rights under the Company’s Bye-laws or the laws of Bermuda which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders.
Auditors
the financial statements for the year were audited by Messrs. ernst & Young who will retire at the conclusion of the forthcoming annual general meeting and, being eligible, will offer themselves for re-appointment.
on behalf of the Board John Lee Luen Wai Chief Executive Officer
Hong Kong, 30th March, 2011
31
Hongkong Chinese Limited ANNUALREPORT 2010
Independent Auditors’ Report
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To the shareholders of Hongkong Chinese Limited
(Incorporated in Bermuda with limited liability)
We have audited the consolidated financial statements of Hongkong Chinese Limited (the “Company”) and its subsidiaries (together, the “Group”) set out on pages 34 to 123, which comprise the consolidated and company statements of financial position as at 31st December, 2010, and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
Directors’ Responsibility for the Consolidated Financial Statements
the directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
our responsibility is to express an opinion on these consolidated financial statements based on our audit. our report is made solely to you, as a body, in accordance with Section 90 of the Bermuda Companies Act 1981, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. the procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
32
Hongkong Chinese Limited ANNUALREPORT 2010
Independent Auditors’ Report (continued)
Opinion
In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 31st December, 2010, and of the Group’s profit and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies ordinance.
Ernst & Young
Certified Public Accountants
18th Floor
two International Finance Centre 8 Finance Street, Central Hong Kong
Hong Kong, 30th March, 2011
33
Hongkong Chinese Limited ANNUALREPORT 2010
Consolidated Income Statement
For the year ended 31st December, 2010
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2010 2009
note HK$’000 HK$’000
Revenue 5 121,600 109,727
Cost of sales (22,449) (25,906)
Gross profit 99,151 83,821
Administrative expenses (102,137) (93,772)
other operating expenses (44,666) (42,296)
Fair value gains on investment properties 2,146 7,407
net fair value gain on financial assets
at fair value through profit or loss 8,343 27,948
—
Write-back of impairment losses on associates 5,000
Finance costs 9 (9,825) (16,643)
Share of results of associates 10 2,252,385 (296,499)
Share of results of jointly controlled entities 671 (3,377)
Profit/(Loss) before tax 6 2,206,068 (328,411)
Income tax 11 (1,118) 315
Profit/(Loss) for the year 2,204,950 (328,096)
Attributable to:
equity holders of the Company 12 2,207,172 (325,978)
non-controlling interests (2,222) (2,118)
2,204,950 (328,096)
HK cents HK cents
Earnings/(Loss) per share attributable
to equity holders of the Company 13
Basic 121.5 (17.9)
Diluted N/A n/A
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Details of the distribution payable and proposed for the year are disclosed in note 14 to the financial statements.
34
Hongkong Chinese Limited ANNUALREPORT 2010
Consolidated Statement of Comprehensive Income
For the year ended 31st December, 2010
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----- Start of picture text -----
2010 2009
HK$’000 HK$’000
Profit/(Loss) for the year 2,204,950 (328,096)
Other comprehensive income/(loss)
Available-for-sale financial assets:
Changes in fair value (13,473) 11,380
Reclassification adjustments for gain/(loss) included
in the consolidated income statement
—
Loss on disposal (771)
—
Impairment losses 6,317
Income tax effect (1,800) 632
(16,044) 18,329
—
Surplus on revaluation of leasehold land and buildings 32,108
Income tax effect — (3,853)
—
28,255
Share of other comprehensive income/(loss) of associates:
Share of changes in fair value of available-for-sale
financial assets 231,518 —
Share of effective portion of changes in fair value of
—
cash flow hedges of an associate (7,159)
Share of exchange differences on translation of
foreign operations 413,254 61,884
637,613 61,884
exchange differences on translation of foreign operations 78,767 12,475
other comprehensive income for the year, net of tax 700,336 120,943
Total comprehensive income/(loss) for the year 2,905,286 (207,153)
Attributable to:
equity holders of the Company 2,897,221 (206,384)
non-controlling interests 8,065 (769)
2,905,286 (207,153)
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35
Hongkong Chinese Limited ANNUALREPORT 2010
Consolidated Statement of Financial Position
As at 31st December, 2010
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----- Start of picture text -----
2010 2009
note HK$’000 HK$’000
(restated)
Non-current assets
Goodwill 15 71,485 71,485
Fixed assets 16 139,397 19,235
Investment properties 17 162,055 156,874
Properties under development 18 906,477 726,970
Interests in associates 19 6,611,610 3,016,950
Interests in jointly controlled entities 20 303,600 284,912
Available-for-sale financial assets 21 90,513 106,337
Held-to-maturity financial assets 22 11,832 9,431
Loans and advances 23 34,197 34,029
8,331,166 4,426,223
Current assets
Properties held for sale 8,554 8,531
Financial assets at fair value through profit or loss 24 50,936 61,708
Loans and advances 23 183,528 160,878
Debtors, prepayments and deposits 25 102,287 82,715
Client trust bank balances 560,850 630,560
Pledged time deposits 26 308 292
treasury bills 9,700 19,400
Cash and bank balances 493,134 648,221
1,409,297 1,612,305
Current liabilities
Bank and other borrowings 26 291,771 68,858
Creditors, accruals and deposits received 27 870,014 687,496
Current, fixed, savings and other deposits of customers 28 138,772 165,131
tax payable 3,146 3,272
1,303,703 924,757
Net current assets 105,594 687,548
Total assets less current liabilities 8,436,760 5,113,771
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36
Hongkong Chinese Limited
ANNUALREPORT 2010
Consolidated Statement of Financial Position (continued)
As at 31st December, 2010
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----- Start of picture text -----
2010 2009
note HK$’000 HK$’000
(restated)
Non-current liabilities
Bank and other borrowings 26 240,927 430,500
Deferred tax liabilities 29 34,292 31,587
275,219 462,087
Net assets 8,161,541 4,651,684
Equity
equity attributable to equity holders of the Company
Issued capital 30 1,816,715 1,816,656
Reserves 32 6,232,234 2,645,512
8,048,949 4,462,168
non-controlling interests 112,592 189,516
8,161,541 4,651,684
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Stephen Riady Director
John Lee Luen Wai Director
37
Hongkong Chinese Limited ANNUALREPORT 2010
Statement of Financial Position
As at 31st December, 2010
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----- Start of picture text -----
2010 2009
note HK$’000 HK$’000
Non-current assets
Fixed assets 16 106 694
Interests in subsidiaries 33 3,181,818 3,048,380
Available-for-sale financial assets 21 3,165 3,165
3,185,089 3,052,239
Current assets
Financial assets at fair value through profit or loss 24 7,098 13,601
Debtors, prepayments and deposits 4,540 4,076
Cash and bank balances 30,574 79,633
42,212 97,310
Current liabilities
Bank and other borrowings 26 — 39,550
Creditors, accruals and deposits received 22,467 7,680
22,467 47,230
Net current assets 19,745 50,080
Total assets less current liabilities 3,204,834 3,102,319
Non-current liabilities
Bank and other borrowings 26 184,452 244,380
Net assets 3,020,382 2,857,939
Equity
Issued capital 30 1,816,715 1,816,656
Reserves 32 1,203,667 1,041,283
3,020,382 2,857,939
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Stephen Riady Director
John Lee Luen Wai Director
38
Hongkong Chinese Limited ANNUALREPORT 2010
Consolidated Statement of Changes in equity
For the year ended 31st December, 2010
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Attributable to equity holders of the Company
Share Share Capital Investment Other asset Exchange Non-
Issued premium option redemption Legal Regulatory revaluation revaluation Hedging equalisation Distributable controlling Total
capital account reserve reserve reserve reserve reserve reserve reserve reserve reserves Total interests equity
(Note 32(d)) (Note 32(e)) (Note 32(f)) (Note 32(g)) (Note 32(b))
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
2010
At 1st January, 2010 1,816,656 44,027 7,219 13,328 6,880 891 14,212 28,255 — 331,506 2,199,194 4,462,168 189,516 4,651,684
Profit/(Loss) for the year — — — — — — — — — — 2,207,172 2,207,172 (2,222) 2,204,950
other comprehensive income/(loss)
for the year:
Available-for-sale financial assets:
Changes in fair value — — — — — — (13,473) — — — — (13,473) — (13,473)
Reclassification adjustments for
disposal — — — — — — (771) — — — — (771) — (771)
Income tax effect — — — — — — (1,800) — — — — (1,800) — (1,800)
Share of other comprehensive
income/(loss) of associates — — — — — — 231,518 — (7,159) 413,254 — 637,613 — 637,613
exchange differences on translation
of foreign operations — — — — — — — — — 68,480 — 68,480 10,287 78,767
total comprehensive income/(loss)
for the year — — — — — — 215,474 — (7,159) 481,734 2,207,172 2,897,221 8,065 2,905,286
Issurance of shares upon exercise of
warrants 59 15 — — — — — — — — — 74 — 74
Disposal of interests in a subsidiary
without loss of control — — — — — — — — — — 815 815 (815) —
Share of equity movement arising on
equity transactions of associates — — — — — — — — — — 688,671 688,671 — 688,671
Advances from a non-controlling
shareholder of a subsidiary — — — — — — — — — — — — 3,308 3,308
Repayment to a non-controlling
shareholder of a subsidiary — — — — — — — — — — — — (87,482) (87,482)
transfer of reserve — — — — 262 — — — — — (262) — — —
At 31st December, 2010 1,816,715 44,042 7,219 13,328 7,142 891 229,686 28,255 (7,159) 813,240 5,095,590 8,048,949 112,592 8,161,541
2009
At 1st January, 2009 1,818,186 44,026 7,219 11,794 6,796 891 (4,117) — — 258,496 2,526,299 4,669,590 191,327 4,860,917
Loss for the year — — — — — — — — — — (325,978) (325,978) (2,118) (328,096)
other comprehensive income/(loss)
for the year:
Available-for-sale financial assets:
Changes in fair value — — — — — — 11,380 — — — — 11,380 — 11,380
Reclassification adjustments for
impairment losses — — — — — — 6,317 — — — — 6,317 — 6,317
Income tax effect — — — — — — 632 — — — — 632 — 632
Surplus on revaluation of leasehold
land and building — — — — — — — 32,108 — — — 32,108 — 32,108
Income tax effect on surplus on
revaluation of leasehold land
and building — — — — — — — (3,853) — — — (3,853) — (3,853)
Share of other comprehensive
income of associates — — — — — — — — — 61,884 — 61,884 — 61,884
exchange differences on translation
of foreign operations — — — — — — — — — 11,126 — 11,126 1,349 12,475
total comprehensive income/(loss)
for the year — — — — — — 18,329 28,255 — 73,010 (325,978) (206,384) (769) (207,153)
Issurance of shares upon exercise of
warrants 4 1 — — — — — — — — — 5 — 5
Repurchase of shares (1,534) — — 1,534 — — — — — — (1,043) (1,043) — (1,043)
Advances from a non-controlling
shareholder of a subsidiary — — — — — — — — — — — — 10,315 10,315
Repayment to a non-controlling
shareholder of a subsidiary — — — — — — — — — — — — (11,357) (11,357)
transfer of reserve — — — — 84 — — — — — (84) — — —
At 31st December, 2009 1,816,656 44,027 7,219 13,328 6,880 891 14,212 28,255 — 331,506 2,199,194 4,462,168 189,516 4,651,684
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39
Hongkong Chinese Limited ANNUALREPORT 2010
Consolidated Statement of Cash Flows
For the year ended 31st December, 2010
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2010 2009
note HK$’000 HK$’000
Cash flows from operating activities
Cash generated from/(used in) operations 34(a) 152,901 (28,905)
Interest received 17,055 19,187
Dividend received from listed and unlisted investments 1,349 1,926
taxes refunded/(paid):
Hong Kong (398) 538
overseas (260) (5,364)
net cash flows from/(used in) operating activities 170,647 (12,618)
Cash flows from investing activities
Proceeds from disposal of:
Fixed assets 15 94,929
—
Investment properties 19,355
Available-for-sale financial assets 2,795 —
Payments to acquire:
Fixed assets (2,054) (10,354)
Available-for-sale financial assets (504) (4,139)
—
Held-to-maturity financial assets (2,404)
Additions to properties under development (275,935) (48,860)
—
Additions to investment properties (4,952)
—
Repayment from associates 10,146
—
Increase in interests in jointly controlled entities (17,489)
Advances to jointly controlled entities (6,932) (10,325)
Disposal of subsidiaries, net of cash and
cash equivalents disposed of 34(b) 4,000 17,227
Increase in pledged time deposits (6) (292)
Decrease/(Increase) in time deposits with original maturity
of more than three months 129,255 (176,815)
net cash flows used in investing activities (151,770) (131,569)
Cash flows from financing activities
Interest paid (11,256) (19,619)
Drawdown of bank and other borrowings (Note) 141,629 140,123
Repayment of bank and other borrowings (Note) (109,479) (230,043)
Issuance of shares upon exercise of warrants 74 5
—
Repurchase of shares (1,043)
Advances from a non-controlling shareholder
of a subsidiary 3,308 10,315
Repayment to a non-controlling shareholder
of a subsidiary (87,482) (11,357)
net cash flows used in financing activities (63,206) (111,619)
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40
Hongkong Chinese Limited
ANNUALREPORT 2010
Consolidated Statement of Cash Flows (continued)
For the year ended 31st December, 2010
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----- Start of picture text -----
2010 2009
HK$’000 HK$’000
Net decrease in cash and cash equivalents (44,329) (255,806)
Cash and cash equivalents at beginning of year 490,806 743,112
exchange realignments 2,655 3,500
Cash and cash equivalents at end of year 449,132 490,806
Analysis of balances of cash and cash equivalents:
Cash and bank balances 493,134 648,221
treasury bills 9,700 19,400
time deposits with original maturity of more than three months (53,702) (176,815)
449,132 490,806
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Note: the amounts exclude bank loans drawn down by the Group for lending to its margin clients in respect of the initial public offerings. All such bank loans were fully repaid during the year.
41
Hongkong Chinese Limited ANNUALREPORT 2010
notes to the Financial Statements
1. Corporate Information
Hongkong Chinese Limited is a limited liability company incorporated in Bermuda. the registered office of the Company is located at Clarendon House, Church Street, Hamilton HM 11, Bermuda.
the principal activity of the Company is investment holding. Its subsidiaries, associates and jointly controlled entities are principally engaged in investment holding, property investment, property development, hotel operation, project management, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.
the immediate holding company of the Company is Hennessy Holdings Limited which is incorporated in the British Virgin Islands. In the opinion of the Directors, the ultimate holding company of the Company is Lippo Cayman Limited which is incorporated in the Cayman Islands.
2.1 Basis of Preparation
these financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) (which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”) and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies ordinance. they have been prepared under the historical cost convention, except for investment properties and certain financial assets, which have been measured at fair value. these financial statements are presented in Hong Kong dollars (“HK$”) and all values are rounded to the nearest thousand (“HK$’000”) except when otherwise indicated.
Basis of consolidation
Basis of consolidation from 1st January, 2010
the consolidated financial statements include the financial statements of the Company and its subsidiaries (collectively referred to as the “Group”) for the year ended 31st December, 2010. the financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. the results of subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. All significant intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated on consolidation in full. Adjustments are made to bring into line any dissimilar accounting policies that may exist.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises (i) the assets (including goodwill) and liabilities of the subsidiary, (ii) the carrying amount of any non-controlling interest and (iii) the cumulative translation differences recorded in equity; and recognises (i) the fair value of the consideration received, (ii) the fair value of any investment retained and (iii) any resulting surplus or deficit in profit or loss. the Group’s share of components previously recognised in other comprehensive income is reclassified to profit or loss or distributable reserves, as appropriate.
42
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.1 Basis of Preparation (continued)
-
Basis of consolidation (continued)
-
Basis of consolidation prior to 1st January, 2010
Certain of the above-mentioned requirements have been applied on a prospective basis. the following differences, however, are carried forward in certain instances from the previous basis of consolidation:
-
Acquisitions of non-controlling interests (formerly known as minority interests), prior to 1st January, 2010, were accounted for using the parent entity extension method, whereby the differences between the consideration and the book value of the share of the net assets acquired were recognised in goodwill.
-
Losses incurred by the Group were attributed to the non-controlling interest until the balance was reduced to nil. Any further excess losses were attributable to the parent, unless the noncontrolling interest had a binding obligation to cover these. Losses prior to 1st January, 2010 were not reallocated between non-controlling interest and the parent shareholders.
-
Upon loss of control, the Group accounted for the investment retained at its proportionate share of net asset value at the date control was lost. the carrying amount of such investment at 1st January, 2010 has not been restated.
2.2 Changes in Accounting Policy and Disclosures
- the Group has adopted the following new and revised HKFRSs for the first time for the current year’s financial statements:
HKFRS 1 (Revised) First-time Adoption of Hong Kong Financial Reporting Standards HKFRS 1 Amendments Amendments to HKFRS 1 First-time Adoption of Hong Kong Financial Reporting Standards — Additional Exemptions for First-time Adopters HKFRS 2 Amendments Amendments to HKFRS 2 Share-based Payment — Group Cash-settled Share-based Payment Transactions HKFRS 3 (Revised) Business Combinations HKAS 27 (Revised) Consolidated and Separate Financial Statements HKAS 39 Amendment Amendment to HKAS 39 Financial Instruments: Recognition and Measurement — Eligible Hedged Items HK(IFRIC)-Int 17 Distributions of Non-cash Assets to Owners HKFRS 5 Amendments included in Amendments to HKFRS 5 Non-current Assets Held for Sale Improvements to HKFRSs and Discontinued Operations — Plan to sell the controlling issued in october 2008 interest in a subsidiary Improvements to Amendments to a number of HKFRSs issued in May 2009 HKFRSs 2009 HK Interpretation 4 Amendment Amendment to HK Interpretation 4 Leases — Determination of the Length of Lease Term in respect of Hong Kong Land Leases
HK Interpretation 5 Presentation of Financial Statements — Classification by the Borrower of Term Loan that Contains a Repayment on Demand Clause
43
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.2 Changes in Accounting Policy and Disclosures (continued)
other than as further explained below regarding the impact of HKFRS 3 (Revised), HKAS 27 (Revised) and HK Interpretation 5, the adoption of the new and revised HKFRSs has had no significant financial effect on these financial statements. the principal effects of adopting these new and revised HKFRSs are as follows:
- (a) HKFRS 3 (Revised) Business Combinations and HKAS 27 (Revised) Consolidated and Separate Financial Statements
HKFRS 3 (Revised) introduces a number of changes in the accounting for business combinations that affect the initial measurement of non-controlling interests, the accounting for transaction costs, the initial recognition and subsequent measurement of a contingent consideration and business combinations achieved in stages. these changes will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs, and future reported results.
HKAS 27 (Revised) requires that a change in the ownership interest of a subsidiary without loss of control is accounted for as an equity transaction. therefore, such a change will have no impact on goodwill, nor will it give rise to a gain or loss. Furthermore, the revised standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. Consequential amendments were made to various standards, including, but not limited to HKAS 7 Statement of Cash Flows , HKAS 12 Income Taxes , HKAS 21 The Effects of Changes in Foreign Exchange Rates , HKAS 28 Investments in Associates and HKAS 31 Interests in Joint Ventures .
the changes introduced by these revised standards are applied prospectively and affect the accounting of acquisitions, loss of control and transactions with non-controlling interests after 1st January, 2010.
the application of HKAS 27 (Revised) has affected the accounting for the Group’s disposal of part of its interests in a subsidiary and the changes in interests in subsidiaries under the associates. the change in policy has resulted in the decrease in the non-controlling interests of the subsidiary of HK$815,000 and the excess over the net consideration paid and the decrease in non-controlling interests arising on the changes in non-controlling interests without loss of control under the Group’s associates attributable to the Group of HK$688,671,000 being recognised directly in equity, instead of in profit or loss. therefore, the change in accounting policy has resulted in a decrease in the profit for the year attributable to equity holders of the Company of HK$689,486,000.
44
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.2 Changes in Accounting Policy and Disclosures (continued)
(b) HK Interpretation 5 Presentation of Financial Statements — Classification by the Borrower of Term Loan that Contains a Repayment on Demand Clause the interpretation requires a term loan that contains a clause that gives the lender the unconditional right to call the loan at any time shall be classified in total by the borrower as current in the statement of financial position. this is irrespective of whether a default event has occurred and notwithstanding any other terms and maturity stated in the loan agreement. Prior to the adoption of this interpretation, the Group’s term loan was classified in the consolidated statement of financial position in accordance with the maturity date of repayment. the interpretation has been applied by the Group retrospectively and comparative amounts have been restated.
the above change has had no effect on the consolidated income statement. the effect on the consolidated statement of financial position is summarised as follows:
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2010 2009
HK$’000 HK$’000
Current liabilities
Increase in bank and other borrowings 17,158 19,308
Non-current liabilities
Decrease in bank and other borrowings 17,158 19,308
----- End of picture text -----
there was no impact on the net assets of the Group. the adoption of HK Interpretation 5 has had no impact on the consolidated statement of financial position as at 1st January, 2009. As a result, a consolidated statement of financial position as at 1st January, 2009 has not been presented in these financial statements. Further details of the bank and other borrowings are disclosed in note 26 to the financial statements.
the interpretation does not have any impact to the Company.
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Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
- 2.3 Issued but not yet Effective Hong Kong Financial Reporting Standards the Group has not applied the following new and revised HKFRSs, that have been issued but are not yet effective, in these financial statements:
HKFRS 1 Amendments Amendment to HKFRS 1 First-time Adoption of Hong Kong Financial Reporting Standards — Limited Exemption from Comparative HKFRS 7 Disclosures for First-time Adopters[2] HKFRS 1 Amendments Amendments to HKFRS 1 First-time Adoption of Hong Kong Financial Reporting Standards — Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters[4] HKFRS 7 Amendments Amendments to HKFRS 7 Financial Instruments: Disclosures — Transfers of Financial Assets[4] HKFRS 9 Financial Instruments[6] HKAS 12 Amendments Amendments to HKAS 12 Income Taxes — Deferred Tax: Recovery of Underlying Assets[5] HKAS 24 (Revised) Related Party Disclosures[3] HKAS 32 Amendment Amendment to HKAS 32 Financial Instruments: Presentation — Classification of Rights Issues[1] HK(IFRIC)-Int 14 Amendments Amendments to HK(IFRIC)-Int 14 Prepayments of a Minimum Funding Requirement[3] HK(IFRIC)-Int 19 Extinguishing Financial Liabilities with Equity Instruments[2]
Apart from the above, the HKICPA has issued Improvements to HKFRSs 2010 which sets out amendments to a number of HKFRSs primarily with a view to removing inconsistencies and clarifying wording. the amendments to HKFRS 3 and HKAS 27 are effective for annual periods beginning on or after 1st July, 2010, whereas the amendments to HKFRS 1, HKFRS 7, HKAS 1, HKAS 34 and HK(IFRIC)-Int 13 are effective for annual periods beginning on or after 1st January, 2011 although there are separate transitional provisions for each standard or interpretation.
-
1 effective for annual periods beginning on or after 1st February, 2010
-
2 effective for annual periods beginning on or after 1st July, 2010
-
3 effective for annual periods beginning on or after 1st January, 2011
-
4 effective for annual periods beginning on or after 1st July, 2011
-
5 effective for annual periods beginning on or after 1st January, 2012
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6 effective for annual periods beginning on or after 1st January, 2013
the Group is in the process of making an assessment of the impact of these new and revised HKFRSs upon initial application. So far, the Group considers that while the application of HKFRS 9 may affect the classification and measurement of the Group’s financial instruments, these new and revised HKFRSs are unlikely to have a significant impact on the Group’s results of operations and financial position.
46
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies
- (a) Subsidiaries
A subsidiary is an entity whose financial and operating policies the Company controls, directly or indirectly, so as to obtain benefits from its activities.
the results of subsidiaries are included in the Company’s income statement to the extent of dividends received and receivable. Interests in subsidiaries are stated in the Company’s statement of financial position at cost less any impairment losses.
(b) Joint ventures
A joint venture is an entity set up by contractual arrangement, whereby the Group and other parties undertake an economic activity. the joint venture operates as a separate entity in which the Group and the other parties have an interest.
the joint venture agreement between the venturers stipulates the capital contributions of the joint venture parties, the duration of the joint venture and the basis on which the assets are to be realised upon its dissolution. the profits or losses from the joint venture’s operations and any distributions of surplus assets are shared by the venturers, either in proportion to their respective capital contributions, or in accordance with the terms of the joint venture agreement.
A joint venture is treated as:
-
(i) a subsidiary, if the Group has unilateral control, directly or indirectly, over the joint venture;
-
(ii) a jointly controlled entity, if the Group does not have unilateral control, but has joint control, directly or indirectly, over the joint venture;
-
(iii) an associate, if the Group does not have unilateral or joint control, but holds, directly or indirectly, generally not less than 20 per cent. of the joint venture’s registered capital and is in a position to exercise significant influence over the joint venture; or
-
(iv) an equity investment accounted for in accordance with HKAS 39, if the Group holds, directly or indirectly, less than 20 per cent. of the joint venture’s registered capital and has neither joint control of, nor is in a position to exercise significant influence over, the joint venture.
47
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
(c) Jointly controlled entities
A jointly controlled entity is a joint venture that is subject to joint control, resulting in none of the participating parties having unilateral control over the economic activity of the jointly controlled entity.
the Group’s interests in jointly controlled entities are stated in the consolidated statement of financial position at the Group’s share of net assets under the equity method of accounting, less any impairment losses. the Group’s share of the post-acquisition results and reserves of jointly controlled entities is included in the consolidated income statement and consolidated reserves, respectively. Unrealised gains and losses resulting from transactions between the Group and its jointly controlled entities are eliminated to the extent of the Group’s interests in the jointly controlled entities, except where unrealised losses provide evidence of an impairment of the asset transferred. Goodwill arising from the acquisition of jointly controlled entities is included as part of the Group’s interests in jointly controlled entities. Adjustments are made to bring into line any dissimilar accounting policies that may exist.
the results of jointly controlled entities are included in the Company’s income statement to the extent of dividends received and receivable. the Company’s interests in jointly controlled entities are treated as non-current assets and are stated at cost less any impairment losses.
(d) Associates
An associate is an entity, not being a subsidiary or a jointly controlled entity, in which the Group has a long term interest of generally not less than 20 per cent. of the equity voting rights and over which it is in a position to exercise significant influence.
the Group’s interests in associates are stated in the consolidated statement of financial position at the Group’s share of net assets under the equity method of accounting, less any impairment losses. the Group’s share of the post-acquisition results and reserves of associates is included in the consolidated income statement and consolidated reserves, respectively. Unrealised gains and losses resulting from transactions between the Group and its associates are eliminated to the extent of the Group’s interests in the associates, except where unrealised losses provide evidence of an impairment of the asset transferred. Goodwill arising from the acquisition of associates is included as part of the Group’s interests in associates and is not individually tested for impairment. Adjustments are made to bring into line any dissimilar accounting policies that may exist.
the results of associates are included in the Company’s income statement to the extent of dividends received and receivable. the Company’s interests in associates are treated as noncurrent assets and are stated at cost less any impairment losses.
48
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
-
(e) Business combinations and goodwill
-
Business combinations from 1st January, 2010
Business combinations are accounted for using the acquisition method. the consideration transferred is measured at the acquisition date fair value which is the sum of the acquisition date fair values of assets transferred by the Group, liabilities assumed by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs are expensed as incurred.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. this includes the separation of embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value as at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability is recognised in accordance with HKAS 39 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it shall not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred, the amount recognised for non-controlling interests and any fair value of the Group’s previously held equity interests in the acquiree over the net identifiable assets acquired and liabilities assumed. If the sum of this consideration and other items is lower than the fair value of the net assets of the subsidiary acquired, the difference is, after reassessment, recognised in profit or loss as a gain on bargain purchase.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. the Group performs its annual impairment test of goodwill as at 31st, December. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cashgenerating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised. An impairment loss recognised for goodwill is not reversed in a subsequent period.
49
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
(e) Business combinations and goodwill (continued)
Business combinations from 1st January, 2010 (continued) Where goodwill forms part of a cash-generating unit (group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.
Business combinations prior to 1st January, 2010 but after 1st January, 2005 In comparison to the above-mentioned requirements which were applied on a prospective basis, the following differences applied to business combinations prior to 1st January, 2010:
Business combinations were accounted for using the purchase method. transaction costs directly attributable to the acquisition formed part of the acquisition costs. the non-controlling interest was measured at the proportionate share of the acquiree’s identifiable net assets.
Business combinations achieved in stages were accounted for as separate steps. Any additional acquired share of interest did not affect previously recognised goodwill.
When the Group acquired a business, embedded derivatives separated from the host contract by the acquiree were not reassessed on acquisition unless the business combination resulted in a change in the terms of the contract that significantly modified the cash flows that otherwise would have been required under the contract.
Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow was more likely than not and a reliable estimate was determinable. Subsequent adjustments to the contingent consideration were recognised as part of goodwill.
(f) Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than financial assets, investment properties, properties held for sale and goodwill), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs to sell, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to the income statement in the period in which it arises, unless the asset is carried at a revalued amount, in which case the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset.
50
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
- (f) Impairment of non-financial assets (continued)
An assessment is made at the end of each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/ amortisation) had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to the income statement in the period in which it arises, unless the asset is carried at a revalued amount, in which case the reversal of the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset.
(g) Fixed assets and depreciation
Fixed assets are stated at cost less accumulated depreciation and any impairment losses. the cost of an item of fixed assets comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. expenditure incurred after items of fixed assets have been put into operation, such as repairs and maintenance, is normally charged to the income statement in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the asset as a replacement. Where significant parts of fixed assets are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation.
Depreciation is calculated on the straight-line basis to write off the cost of each item of fixed assets to its residual value over its estimated useful life. the principal annual rates used for this purpose are as follows:
| purpose are as follows: | |
|---|---|
| Leasehold land | over the remaining lease terms |
| Leasehold land under finance lease and buildings | over the remaining lease terms |
| Leasehold improvements | over the unexpired terms of the leases |
| Furniture, fixtures and equipment | 10 per cent. to 331/3per cent. |
| Motor vehicles | 20 per cent. to 25 per cent. |
Where parts of an item of fixed assets have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately.
Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end.
An item of fixed assets and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognised in the income statement in the year the asset is derecognised is the difference between the net sales proceeds and the carrying amount of the relevant asset.
51
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
(h) Investment properties
Investment properties are interests in land and buildings (including the leasehold interest under an operating lease for a property which would otherwise meet the definition of an investment property) held to earn rental income and/or for capital appreciation, rather than for use in the production or supply of goods or services or for administrative purposes; or for sale in the ordinary course of business. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the end of the reporting period. When fair value is not reliably determinable for the properties under development, the property is measured at cost until the earlier of the date construction is completed and the date at which fair value becomes reliably determinable.
Gains or losses arising from changes in the fair values of investment properties are included in the income statement in the year in which they arise.
Any gains or losses on the retirement or disposal of investment properties are recognised in the income statement in the year of the retirement or disposal.
For a transfer from investment properties to properties under development or owner-occupied properties, the deemed cost of a property for subsequent accounting is its fair value at the date of change in use. If a property occupied by the Group as an owner-occupied property becomes an investment property, the Group accounts for such property in accordance with the policy stated under “Fixed assets and depreciation” up to the date of change in use, and any difference at that date between the carrying amount and the fair value of the property is dealt with as movements in the other asset revaluation reserve. on disposal of the asset, the relevant portion of the other asset revaluation reserve realised in respect of previous valuations is transferred to the distributable reserves as a movement in reserves.
(i) Properties under development
Properties under development intended for sale are stated at the lower of cost and net realisable value, which is determined by reference to prevailing market prices, on an individual property basis. Properties under development intended for sale, and are expected to be completed within one year from the end of the reporting period, are classified as current assets. Properties being constructed or developed as investment properties are classified as investment properties and accounted for in accordance with the policy stated under “Investment properties”. other properties under development are stated at cost less any impairment losses. Costs comprise the cost of land, development expenditure, other attributable costs and borrowing costs capitalised.
52
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
(j) Investments and other financial assets
Initial recognition and measurement
Financial assets within the scope of HKAS 39 are classified as financial assets at fair value through profit or loss, held-to-maturity financial assets, loans and receivables and available-forsale financial assets or as derivatives designated as hedging instruments in an effective hedge, as appropriate. the Group determines the classification of its financial assets at initial recognition. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
the Group’s financial assets at fair value through profit or loss which are under regular way of purchases or sales are recognised on the trade date, that is, the date the Group commits to purchase or sell the asset. All regular way purchases or sales of held-to-maturity financial assets, loans and receivables and available-for-sale financial assets are recognised on the settlement date, that is, the date the asset is received or delivered by the Group. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace.
the Group’s financial assets include cash and bank balances, treasury bills, pledged time deposits, debtors and deposits, loans and advances and quoted and unquoted financial instruments.
Subsequent measurement
the subsequent measurement of financial assets depends on their classification as follows:
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition as at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of sale in the near term. this category includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by HKAS 39. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with changes in fair value recognised in the income statement. these net fair value changes do not include any dividends or interest earned on these financial assets, which are recognised in accordance with the policies set out for “Revenue recognition” below.
53
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
- (j) Investments and other financial assets (continued)
Subsequent measurement (continued)
Financial assets at fair value through profit or loss (continued)
the Group evaluates its financial assets at fair value through profit or loss (held for trading) to assess whether the intent to sell them in the near term is still appropriate. When the Group is unable to trade these financial assets due to inactive markets and management’s intent to sell them in the foreseeable future significantly changes, the Group may elect to reclassify these financial assets in rare circumstances. the reclassification from financial assets at fair value through profit or loss to loans and receivables, available-for-sale financial assets or held-tomaturity financial assets depends on the nature of the assets. this evaluation does not affect any financial assets designated at fair value through profit or loss using the fair value option at designation.
Held-to-maturity financial assets
non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held to maturity when the Group has the positive intention and ability to hold to maturity. Held-to-maturity financial assets are subsequently measured at amortised cost less any allowance for impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. the effective interest rate amortisation is included in the income statement. the loss arising from impairment is recognised in the income statement.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such assets are subsequently measured at amortised cost using the effective interest rate method less any allowance for impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and includes fees or costs that are an integral part of the effective interest rate. the effective interest rate amortisation is included in the income statement. the loss arising from impairment is recognised in the income statement.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets in listed and unlisted equity securities, debt securities and investment funds. equity investments and investment funds classified as available for sale are those which are neither classified as held for trading nor designated at fair value through profit or loss. Debt securities in this category are those which are intended to be held for an indefinite period of time and which may be sold in response to needs for liquidity or in response to changes in market conditions.
After initial recognition, available-for-sale financial assets are subsequently measured at fair value with unrealised gains or losses recognised as other comprehensive income in the investment revaluation reserve until the financial assets are derecognised, at which time the cumulative gain or loss is recognised in the income statement, or until the financial assets are determined to be impaired, at which time the cumulative gain or loss is recognised in the income statement and removed from the investment revaluation reserve. Interest and dividends earned are reported as interest income and dividend income, respectively and are recognised in the income statement as “Revenue” in accordance with the policies set out for “Revenue recognition” below.
54
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
-
(j) Investments and other financial assets (continued)
-
Subsequent measurement (continued)
Available-for-sale financial assets (continued)
When the fair value of unlisted equity securities, debt securities and investment funds cannot be reliably measured because (a) the variability in the range of reasonable fair value estimates is significant for that financial asset, or (b) the probabilities of the various estimates within the range cannot be reasonably assessed and used in estimating fair value, such securities and funds are stated at cost less any impairment losses.
the Group evaluates its available-for-sale financial assets whether the ability and intention to sell them in the near term are still appropriate. When the Group is unable to trade these financial assets due to inactive markets and management’s intent to do so significantly changes in the foreseeable future, the Group may elect to reclassify these financial assets in rare circumstances. Reclassification to loans and receivables is permitted when the financial assets meet the definition of loans and receivables and the Group has the intent and ability to hold these assets for the foreseeable future or to maturity. Reclassification to the held-to-maturity category is permitted only when the entity has the ability and intent to hold until the maturity date of the financial asset.
For a financial asset reclassified out of the available-for-sale category, any previous gain or loss on that asset that has been recognised in equity is amortised to profit or loss over the remaining life of the investment using the effective interest rate. Any difference between the new amortised cost and the expected cash flows is also amortised over the remaining life of the asset using the effective interest rate. If the asset is subsequently determined to be impaired, then the amount recorded in equity is reclassified to the income statement.
(k) Impairment of financial assets
the Group assesses at the end of each reporting period whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred “loss event”) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. evidence of impairment may include indications that a debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
55
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
(k) Impairment of financial assets (continued)
Financial assets carried at amortised cost
For financial assets carried at amortised cost, the Group first assesses individually whether objective evidence of impairment exists for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment.
If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not yet been incurred). the present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate (i.e., the effective interest rate computed at initial recognition). If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.
the carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans and receivables together with any associated allowance are written-off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Group.
If, in a subsequent period, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to the income statement.
Assets carried at cost
If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Impairment losses on these assets are not reversed.
56
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
- (k) Impairment of financial assets (continued)
Available-for-sale financial assets
For available-for-sale financial assets, the Group assesses at the end of each reporting period whether there is objective evidence that an investment or a group of investments is impaired.
If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the income statement, is removed from other comprehensive income and recognised in the income statement.
In the case of equity investments classified as available for sale, objective evidence would include a significant or prolonged decline in the fair value of an investment below its cost. the determination of what is “significant” or “prolonged” requires judgement. “Significant” is evaluated against the original cost of the investment and “prolonged” against the period in which the fair value has been below its original cost. Where there is evidence of impairment, the cumulative loss — measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in the income statement — is removed from other comprehensive income and recognised in the income statement. Impairment losses on equity instruments classified as available for sale are not reversed through the income statement. Increases in their fair value after impairment are recognised directly in other comprehensive income.
In the case of debt instruments classified as available for sale, impairment is assessed based on the same criteria as financial assets carried at amortised cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortised cost and the current fair value, less any impairment loss on that investment previously recognised in the income statement. Future interest income continues to be accrued based on the reduced carrying amount of the asset and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. the interest income is recorded as part of finance income. Impairment losses on debt instruments are reversed through the income statement if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment loss was recognised in the income statement.
57
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
(l) Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when:
-
(i) the rights to receive cash flows from the asset have expired; or
-
(ii) the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s continuing involvement in the asset. In that case, the Group also recognises an associated liability. the transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
(m) Financial liabilities
Initial recognition and measurement
the Group’s financial liabilities include bank and other borrowings, creditors and deposits received and current, fixed, savings and other deposits of customers. the Group determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs.
Subsequent measurement
the measurement of financial liabilities depends on their classification as follows:
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate method amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. the effective interest rate amortisation is included in finance costs in the income statement.
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Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
- (m) Financial liabilities (continued)
Subsequent measurement (continued)
Financial guarantee contracts
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. A financial guarantee contract is recognised initially as a liability at its fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequent to initial recognition, the Group measures the financial guarantee contract at the higher of: (i) the amount of the best estimate of the expenditure required to settle the present obligation at the end of the reporting period; and (ii) the amount initially recognised less, when appropriate, cumulative amortisation.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognised in the income statement.
(n) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.
(o) Fair value of financial instruments
the fair value of financial instruments that are traded in active markets is determined by reference to quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. For financial instruments where there is no active market, the fair value is determined using appropriate valuation techniques. Such techniques include using recent arm’s length market transactions; reference to the current market value of another instrument which is substantially the same; a discounted cash flow analysis; and option pricing models.
(p) Properties held for sale
Properties held for sale are stated at the lower of cost and net realisable value which is determined by reference to prevailing market prices, on an individual property basis.
59
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
- (q) Revenue recognition
Revenue is recognised when it is probable that the economic benefits will flow to the Group and when the revenue can be measured reliably, on the following bases:
-
(i) rental income, in the period in which the properties are let and on the straight-line basis over the lease terms;
-
(ii) income from the sale of properties, on the exchange of legally binding unconditional sales contracts or when the relevant completion certificates are issued by the respective government authorities, whichever is later;
-
(iii) dealings in securities and sale of investments, on the transaction dates when the relevant contract notes are exchanged or the settlement dates when the securities are delivered;
-
(iv) interest income, on an accrual basis using the effective interest method by applying the rate that discounts the estimated future cash receipts through the expected life of the financial instruments to the net carrying amount of the financial assets;
-
(v) dividend income, when the shareholders’ right to receive payment has been established;
-
(vi) commission income, in the period when receivable, unless it is charged to cover the costs of a continuing service to, or risk borne for, customers, or is interest income in nature. In this case, commission income is recognised on a pro rata basis over the relevant period; and
-
(vii) investment advisory, management and service fee income, when the services have been rendered.
(r) Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss is recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
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Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
-
(r) Income tax (continued) Deferred tax liabilities are recognised for all taxable temporary differences, except:
-
(i) where the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
-
(ii) in respect of taxable temporary differences associated with interests in subsidiaries, associates and joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carryforward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits and unused tax losses can be utilised. In respect of deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
the carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
- (s) Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the end of the reporting period of the future expenditures expected to be required to settle the obligation. the increase in the discounted present value amount arising from the passage of time is included in finance costs in the income statement.
A contingent liability recognised in a business combination is initially measured at its fair value. Subsequently, it is measured at the higher of (i) the amount that would be recognised in accordance with the general guidance for provisions above; and (ii) the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with the guidance for revenue recognition.
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Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
- (t) Employee benefits
Paid leave entitlement
the Group provides paid annual leave to its employees under their employment contracts on a calendar year basis. Under certain circumstances, such leave which remains untaken as at the end of each reporting period is permitted to be carried forward and utilised by the respective employees in the following year. An accrual is made at the end of the reporting period for the expected future cost of such paid leave earned during the year by the employees and carried forward at the end of each reporting period.
Retirement benefits
the Group operates defined contribution Mandatory Provident Fund retirement benefits schemes (the “MPF Schemes”) under the Mandatory Provident Fund Schemes ordinance for those employees who are eligible to participate in the MPF Schemes. Contributions are made based on a percentage of the employees’ relevant income and are charged to the income statement as they become payable in accordance with the rules of the MPF Schemes. the assets of the MPF Schemes are held separately from those of the Group in independently administered funds. the Group’s employer contributions vest fully with the employees when contributed into the MPF Schemes except for the Group’s employer voluntary contributions forfeited when the employees leave employment prior to fully vesting in such contributions, which can be used to reduce the amount of future employer contributions or to offset against future administration expenses, in accordance with the rules of the MPF Schemes.
the employees of the Group’s subsidiaries which operate in mainland China are required to participate in a central pension scheme operated by the local municipal government. Contributions are made to the central pension scheme based on a percentage of the employees’ relevant income and are charged to the income statement as they become payable in accordance with the rules of the central pension scheme.
Share-based payment transactions
the Company operates a share option scheme for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group’s operations. employees (including directors) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (“equity-settled transactions”).
In situations where equity instruments are issued and some or all of the goods or services received by the Group as consideration cannot be specifically identified, the unidentifiable goods or services are measured as the difference between the fair value of the share-based payment transaction and the fair value of any identifiable goods or services received at the grant date.
the cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. the fair value is determined by using an adjusted BlackScholes model.
the cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled. the cumulative expense recognised for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. the charge or credit to the income statement for a period represents the movement in the cumulative expense recognised as at the beginning and end of that period.
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Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
(t) Employee benefits (continued)
Share-based payment transactions (continued)
no expense is recognised for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified, if the original terms of the award are met. In addition, an expense is recognised for any modification that increases the total fair value of the sharebased payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. this includes any award where non-vesting conditions within the control of either the Group or the employee are not met. However, if a new award is substituted for the cancelled award, and is designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. All cancellations of equity-settled transaction awards are treated equally.
the dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
(u) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e., assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets. the capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs capitalised. All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(v) Operating leases
Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Where the Group is the lessor, assets leased by the Group under operating leases are included in non-current assets and rentals receivable under the operating leases are credited to the income statement on the straight-line basis over the lease terms. Where the Group is the lessee, rentals payable under the operating leases are charged to the income statement on the straight-line basis over the lease terms.
Prepaid land lease payments under operating lease are initially stated at cost and subsequently recognised on the straight-line basis over the lease terms. When the lease payments cannot be allocated reliably between the land and buildings elements, the entire lease payments are included in the cost of the land and buildings as a finance lease in fixed assets.
63
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
(w) Cash and cash equivalents
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand, cash at banks, demand deposits, treasury bills, and short term highly liquid investments that are readily convertible into known amounts of cash, are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired, less bank overdrafts which are repayable on demand and form an integral part of the Group’s cash management.
For the purpose of the statement of financial position, cash and bank balances comprise cash on hand, cash at banks, demand deposits and treasury bills which are not restricted as to use.
the carrying amounts of cash and bank balances, treasury bills and pledged time deposits approximate to their fair values.
(x) Foreign currencies
these financial statements are presented in Hong Kong dollars, which is the Company’s functional and presentation currency. each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the Group are initially recorded using their respective functional currency rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rates of exchange ruling at the end of the reporting period. All differences are taken to the income statement. non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
the functional currencies of certain overseas subsidiaries, jointly controlled entities and associates are currencies other than the Hong Kong dollar. As at the end of the reporting period, the assets and liabilities of these entities are translated into the presentation currency of the Company at the exchange rates ruling at the end of the reporting period and their income statements are translated into Hong Kong dollars at the weighted average exchange rates for the year. the resulting exchange differences are recognised in other comprehensive income and accumulated in the exchange equalisation reserve. on disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in the income statement.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on acquisition are treated as assets and liabilities of the foreign operation and translated at the closing rate.
For the purpose of the consolidated statement of cash flows, the cash flows of overseas subsidiaries are translated into Hong Kong dollars at the exchange rates ruling at the dates of the cash flows or at an approximation thereto, the weighted average exchange rates for the year. Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated into Hong Kong dollars at the weighted average exchange rates for the year.
64
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
2.4 Summary of Significant Accounting Policies (continued)
- (y) Related parties
A party is considered to be related to the Group if:
-
(a) the party, directly or indirectly through one or more intermediaries, (i) controls, is controlled by, or is under common control with, the Group; (ii) has an interest in the Group that gives it significant influence over the Group; or (iii) has joint control over the Group;
-
(b) the party is an associate;
-
(c) the party is a jointly controlled entity;
-
(d) the party is a member of the key management personnel of the Group or its parent;
-
(e) the party is a close member of the family of any individual referred to in (a) or (d);
-
(f) the party is an entity that is controlled, jointly controlled or significantly influenced by or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (d) or (e); or
-
(g) the party is a post-employment benefit plan for the benefit of the employees of the Group, or of any entity that is a related party of the Group.
(z) Dividends and distributions
- Final dividends and distributions proposed by the Directors are classified as a separate allocation of distributable reserves within the equity section of the statement of financial position, until they have been approved by the shareholders in a general meeting. When these dividends and distributions have been approved by the shareholders and declared, they are recognised as a liability.
Interim dividends and distributions are simultaneously proposed and declared because the Company’s memorandum and articles of association and bye-laws grant the Directors the authority to declare interim dividends and distributions. Consequently, interim dividends and distributions are recognised immediately as a liability when they are proposed and declared.
65
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
3. Significant Accounting Judgements and Estimates
the preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.
(a) Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:
Operating lease commitments — Group as lessor
the Group has entered into commercial property leases on its investment property portfolio. the Group has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties which are leased out on operating leases.
Classification between investment properties and owner-occupied properties
the Group determines whether a property qualifies as an investment property, and has developed criteria in making that judgement. Investment property is a property held to earn rentals or for capital appreciation or both. therefore, the Group considers whether a property generates cash flows largely independently of the other assets held by the Group.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately (or leased out separately under a finance lease), the Group accounts for the portions separately. If the portions could not be sold separately, the property is an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes.
Judgement is made on an individual property basis to determine whether ancillary services are so significant that a property does not qualify as an investment property.
(b) Estimation uncertainty
the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Impairment of goodwill
the Group determines whether goodwill is impaired at least on an annual basis. this requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating units and also to choose a suitable discount rate in order to calculate the present value of those cash flows. the carrying amount of goodwill arising from acquisition of a subsidiary at 31st December, 2010 was HK$71,485,000 (2009 — HK$71,485,000). Further details are given in note 15 to the financial statements.
66
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
3. Significant Accounting Judgements and Estimates (continued)
- (b) Estimation uncertainty (continued)
Estimation of fair value of investment properties
the best evidence of fair value is the current prices in an active market for similar lease terms and other contracts. In the absence of such information, the Group considers information from a variety of sources, including (i) by reference to independent valuations; (ii) the current prices in an active market for properties of a different nature, condition and location (or subject to different leases or other contracts), adjusted to reflect those differences; (iii) the recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the dates of the transactions that occurred at those prices; and (iv) discounted cash flow projections, based on reliable estimates of future cash flows, supported by the terms of any existing lease and other contracts, and (when possible) by external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows.
Impairment of available-for-sale financial assets
the Group classifies certain assets as available for sale and recognises movements of their fair values in equity. When the fair value declines, management makes assessment about the decline in value to determine whether there is an impairment that should be recognised in the income statement. no impairment loss has been recognised for available-for-sale financial assets during the year (2009 — HK$6,317,000). the carrying amount of available-for-sale financial assets as at 31st December, 2010 was HK$90,513,000 (2009 — HK$106,337,000).
Impairment of non-financial assets
the Group assesses whether there are any indicators of impairment for all non-financial assets at the end of each reporting period. non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. the calculation of the fair value less costs to sell is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.
67
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
4. Segment Information
-
For management purposes, the Group is organised into business units based on their products and services, and has reportable operating segments as follows:
-
(a) the property investment segment includes letting and resale of properties;
-
(b) the property development segment includes development and sale of properties;
-
(c) the treasury investment segment includes investments in cash and bond markets;
-
(d) the securities investment segment includes dealings in securities and disposals of investments;
-
(e) the corporate finance and securities broking segment provides securities and futures brokerage, investment banking, underwriting and other related advisory services;
-
(f) the banking business segment engages in the provision of commercial and retail banking services;
-
(g) the project management segment engages in the provision of project management, marketing, sales and administrative and other related services; and
-
(h) the “other” segment comprises principally the development of computer hardware and software, money lending and the provision of fund management and investment advisory services.
Management monitors the results of its operating segments separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated based on reportable segment profit/(loss), which is a measure of adjusted profit/(loss) before tax. the adjusted profit/(loss) before tax is measured consistently with the Group’s profit/(loss) before tax except that finance costs as well as head office and corporate expenses are excluded from such measurement.
Segment assets exclude other unallocated head office and corporate assets as these assets are managed on a group basis.
Segment liabilities exclude tax payable, deferred tax liabilities and other unallocated head office and corporate liabilities as these liabilities are managed on a group basis.
Inter-segment transactions are on arm’s length basis in a manner similar to transactions with third parties.
68
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
4. Segment Information (continued) Year ended 31st December, 2010
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----- Start of picture text -----
Corporate
finance and Inter-
Property Property Treasury Securities securities Banking Project segment
investment development investment investment broking business management Other elimination Consolidated
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue
external 10,032 — 2,767 12,910 49,057 13,500 20,249 13,085 — 121,600
Inter-segment — — — — — — 16,261 7,345 (23,606) —
total 10,032 — 2,767 12,910 49,057 13,500 36,510 20,430 (23,606) 121,600
Segment results 4,893 (7,387) 2,446 19,093 (2,165) 707 13,261 (2,475) (23,606) 4,767
Unallocated corporate expenses (41,930)
Finance costs (9,825)
Share of results of associates (Note) 2,241,768 5,043 — — — — — 5,574 — 2,252,385
Share of results of jointly
controlled entities — 671 — — — — — — — 671
Profit before tax 2,206,068
Segment assets 302,836 1,083,931 245,930 153,281 694,638 294,063 21,942 26,675 — 2,823,296
Interests in associates 6,324,604 285,864 — — 778 — — 364 — 6,611,610
Interests in jointly controlled entities — 303,600 — — — — — — — 303,600
Unallocated assets 1,957
total assets 9,740,463
Segment liabilities 12,360 205,950 — — 628,303 136,281 314 2,939 — 986,147
Unallocated liabilities 592,775
total liabilities 1,578,922
Other segment information:
Capital expenditure 6 612 — — 539 739 80 6 — 1,982
Depreciation — (551) — — (435) (1,660) (171) (1,163) — (3,980)
Write-back of allowance/(Allowance)
for bad and doubtful debts
relating to:
Banking operation — — — — — 300 — — — 300
non-banking operations — — — — (536) — — (6,073) — (6,609)
Provisions for impairment loss on
properties under development — (180) — — — — — — — (180)
net fair value gain on financial
assets at fair value through
profit or loss — — — 8,343 — — — — — 8,343
Fair value gains on investment
properties 2,146 — — — — — — — — 2,146
Unallocated:
Capital expenditure 72
Depreciation (623)
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Note: the amount included the Group’s share of profit of approximately HK$2,241,768,000 from Lippo ASM Asia Property LP, details of which are set out in note 10 to the financial statements.
69
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
4. Segment Information (continued) Year ended 31st December, 2009
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----- Start of picture text -----
Corporate
finance and Inter-
Property Property treasury Securities securities Banking Project segment
investment development investment investment broking business management other elimination Consolidated
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue
external 6,015 3,307 5,671 13,821 53,727 13,815 4,602 8,769 — 109,727
Inter-segment — — — — — — 2,335 3,784 (6,119) —
total 6,015 3,307 5,671 13,821 53,727 13,815 6,937 12,553 (6,119) 109,727
Segment results 8,462 (4,775) 5,654 32,577 5,597 1,218 (1,303) (140) (6,119) 41,171
Unallocated corporate expenses (53,063)
Finance costs (16,643)
Share of results of associates (301,114) (320) — — (78) — — 5,013 — (296,499)
Share of results of jointly
controlled entities — (3,377) — — — — — — — (3,377)
Loss before tax (328,411)
Segment assets 166,636 949,989 309,065 177,476 709,506 402,309 1,823 11,140 — 2,727,944
Interests in associates 2,756,925 258,906 — — 778 — — 341 — 3,016,950
Interests in jointly controlled entities — 284,912 — — — — — — — 284,912
Unallocated assets 8,722
total assets 6,038,528
Segment liabilities 2,482 3,051 — 24 686,227 160,110 290 1,503 — 853,687
Unallocated liabilities 533,157
total liabilities 1,386,844
Other segment information:
Capital expenditure 9,936 13 — — 111 53 9 196 — 10,318
Depreciation (741) (511) — — (475) (1,611) (252) (1,380) — (4,970)
Write-back of allowance for bad and
doubtful debts relating to:
Banking operation — — — — — 2,114 — — — 2,114
non-banking operations — — — — 4,948 — — — — 4,948
Write-back of/(Provisions for) impairment
losses on:
Associates — — — — — — — 5,000 — 5,000
A jointly controlled entity — — — — — — — (494) — (494)
Properties held for sale (759) — — — — — — — — (759)
Properties under development — (3,518) — — — — — — — (3,518)
Available-for-sale financial
assets — — — (6,317) — — — — — (6,317)
net fair value gain on financial
assets at fair value through
profit or loss — — — 27,948 — — — — — 27,948
Fair value gains on investment
properties 7,407 — — — — — — — — 7,407
Unallocated:
Capital expenditure 36
Depreciation (840)
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Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
4. Segment Information (continued)
-
Geographical information
-
(a) Revenue from external customers
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Group
2010 2009
HK$’000 HK$’000
Hong Kong 64,708 74,294
Macau 16,234 16,405
Republic of Singapore 26,653 11,004
Mainland China 7,518 1,119
other 6,487 6,905
121,600 109,727
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the revenue information above is based on the location of the customers.
- (b) Non-current assets
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Group
2010 2009
HK$’000 HK$’000
Hong Kong 1,283 1,570
Macau 594,658 585,674
Republic of Singapore 7,024,988 3,347,174
Mainland China 524,491 295,890
other 83,401 80,147
8,228,821 4,310,455
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the non-current asset information is based on the location of assets and excludes financial instruments.
Information about a major customer
no customer accounted for 10 per cent. or more of the total revenue for the years ended 31st December, 2010 and 2009.
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Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
5. Revenue
Revenue, which is also the Group’s turnover, represents the aggregate of gross rental income, gross proceeds from sales of properties, gross income on treasury investment which includes interest income on bank deposits and debt securities, income from securities investment which includes gain/(loss) on sales of securities investment, dividend income and related interest income, gross income from underwriting and securities broking, gross interest income, commissions, dealing income and other revenues from a banking subsidiary, gross income from project management, and interest and other income from money lending and other businesses, after eliminations of all significant intra-group transactions.
An analysis of the revenue of the Group by principal activity is as follows:
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Group
2010 2009
HK$’000 HK$’000
Property investment 10,032 6,015
—
Property development 3,307
treasury investment 2,767 5,671
Securities investment 12,910 13,821
Corporate finance and securities broking 49,057 53,727
Banking business 13,500 13,815
Project management 20,249 4,602
other 13,085 8,769
121,600 109,727
----- End of picture text -----
Revenue attributable to banking business represents revenue generated from the Macau Chinese Bank Limited (“MCB”), a licensed credit institution under the Financial System Act of the Macao Special Administrative Region of the People’s Republic of China. Revenue attributable to banking business is analysed as follows:
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Interest income 9,827 9,914
Commission income 3,149 3,415
other revenues 524 486
13,500 13,815
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72
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
6. Profit/(Loss) Before Tax
Profit/(Loss) before tax is arrived at after crediting/(charging):
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----- Start of picture text -----
Group
2010 2009
note HK$’000 HK$’000
Gross rental income 10,032 6,015
Less: outgoings (2,089) (2,573)
net rental income 7,943 3,442
employee benefits expense (Note (a)):
Wages and salaries (69,386) (59,639)
Retirement benefits costs (Note (b)) (2,814) (2,911)
total staff costs (72,200) (62,550)
Interest income:
Unlisted financial assets at fair value through profit or loss 529 779
Listed available-for-sale financial assets 1,486 1,487
Listed held-to-maturity financial assets 891 848
Loans and advances 693 642
Banking operation 9,827 9,914
other 2,767 5,671
Dividend income:
Listed investments 728 236
Unlisted investments 621 1,690
Gain/(Loss) on disposal of:
Listed financial assets at fair value through profit or loss 3,293 6,734
Unlisted financial assets at fair value through profit or loss 5,362 2,047
Unlisted available-for-sale financial assets (244) —
net fair value gain on financial assets at fair value through profit or loss:
Listed 2,934 15,915
Unlisted 5,409 12,033
Provision for impairment losses on:
Unlisted available-for-sale financial assets — (6,317)
—
A jointly controlled entity (494)
Properties under development (180) (3,518)
—
Properties held for sale (759)
Write-back of allowance/(Allowance) for bad and doubtful debts (6,309) 7,062
Interest expense attributable to banking business (531) (579)
Gain on disposal of subsidiaries 34(b) 790 —
Depreciation (4,603) (5,810)
Gain/(Loss) on disposal of fixed assets:
Leasehold land and buildings — 252
other items of fixed assets 15 (19)
—
Loss on disposal of investment properties (145)
Foreign exchange gains — net 2,434 6,490
Cost of inventories sold — (2,938)
Auditors’ remuneration (2,397) (2,208)
Minimum lease payments under operating lease rentals in respect of
land and buildings (22,937) (23,204)
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73
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
6. Profit/(Loss) Before Tax (continued) Note:
-
(a) the amounts include the Directors’ emoluments disclosed in note 7 to the financial statements.
-
(b) the amounts of forfeited voluntary contributions available to offset future employer contributions against the pension schemes were not material at the year end.
7. Directors’ Emoluments
Directors’ emoluments for the year, disclosed pursuant to the Rules Governing the Listing of Securities on the Stock exchange of Hong Kong Limited and Section 161 of the Hong Kong Companies ordinance, are as follows:
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Directors’ fees 1,157 747
Basic salaries, housing and other allowances
and benefits in kind 2,612 2,630
Retirement benefits costs 24 24
3,793 3,401
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the emoluments paid to each of the individual directors during the year are as follows:
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----- Start of picture text -----
Basic salaries,
housing
and other Retirement
Directors’ allowances and benefits
2010 fees benefits in kind costs Total
HK$’000 HK$’000 HK$’000 HK$’000
executive directors:
— — — —
Stephen Riady
John Lee Luen Wai 59 906 12 977
Kor Kee Yee — 1,706 12 1,718
59 2,612 24 2,695
non-executive directors:
Mochtar Riady (Note) 160 — — 160
Leon Chan nim Leung 269 — — 269
429 — — 429
Independent non-executive directors:
Albert Saychuan Cheok 229 — — 229
Victor Yung Ha Kuk 220 — — 220
tsui King Fai 220 — — 220
669 — — 669
1,157 2,612 24 3,793
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74
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
7. Directors’ Emoluments (continued)
the emoluments paid to each of the individual directors during the year are as follows: (continued)
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----- Start of picture text -----
Basic salaries,
housing
and other Retirement
Directors’ allowances and benefits
2009 fees benefits in kind costs total
HK$’000 HK$’000 HK$’000 HK$’000
executive directors:
— — — —
Stephen Riady
John Lee Luen Wai 59 906 12 977
Kor Kee Yee — 1,724 12 1,736
59 2,630 24 2,713
non-executive directors:
Mochtar Riady (Note) 120 — — 120
Leon Chan nim Leung 179 — — 179
299 — — 299
Independent non-executive directors:
Albert Saychuan Cheok 139 — — 139
Victor Yung Ha Kuk 130 — — 130
tsui King Fai 120 — — 120
389 — — 389
747 2,630 24 3,401
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Note: Mochtar Riady resigned as a non-executive director of the Company on 25th March, 2011.
there were no arrangements under which a Director waived or agreed to waive any emoluments during the years.
Details of share options granted to the Directors are set out in note 31 to the financial statements.
75
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
8. Five Highest Paid Employees’ Emoluments
the five highest paid employees during the year included one Director (2009 — one Director), details of whose emoluments are set out in note 7 to the financial statements. Details of the emoluments of the remaining four (2009 — four) non-director, highest paid employees for the year are as follows:
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Basic salaries, housing and other allowances
and benefits in kind 7,148 7,563
Discretionary bonuses paid and payable 16,389 1,598
Retirement benefits costs 93 128
23,630 9,289
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the number of non-director, highest paid employees whose emoluments fell within the following bands is as follows:
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----- Start of picture text -----
Group
2010 2009
Number of number of
Emoluments bands (HK$): employees employees
1,500,001 – 2,000,000 — 2
2,500,001 – 3,000,000 1 1
3,000,001 – 3,500,000 — 1
3,500,001 – 4,000,000 2 —
13,500,001 – 14,000,000 1 —
4 4
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9. Finance Costs
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Interest on bank and other borrowings wholly repayable
within five years 15,165 20,036
Less: Interest capitalised (5,340) (3,393)
9,825 16,643
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the amount excluded interest expense incurred by a banking subsidiary of the Group.
76
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
10. Share of Results of Associates
the amount included the Group’s share of profit in Lippo ASM Asia Property LP (“LAAP”), a property fund which carries the objective of investing in real estates in Asia, of approximately HK$2,241,768,000 (2009 — share of loss of HK$301,114,000). LAAP and its subsidiaries (collectively the “LAAP Group”) invest in overseas Union enterprise Limited (“oUe”), a listed company in the Republic of Singapore principally engaged in property investment and development and hotel operations. the profit in 2010 was mainly derived from the fair value gains on investment properties and write-back of the impairment loss made for the property development project under oUe and its associates.
11. Income Tax
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Hong Kong:
Charge for the year 488 386
overprovision in prior years (469) (2,139)
Deferred — (1,554)
19 (3,307)
overseas:
Charge for the year 757 720
overprovision in prior years (244) (26)
Deferred 586 2,298
1,099 2,992
total charge/(credit) for the year 1,118 (315)
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Hong Kong profits tax has been provided at the rate of 16.5 per cent. (2009 — 16.5 per cent.) on the estimated assessable profits arising in Hong Kong during the year. taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries/jurisdictions in which the Group operates.
77
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
11. Income Tax (continued)
A reconciliation of the tax charge/(credit) applicable to profit/(loss) before tax at the statutory rates for the countries/jurisdictions in which the Company and the majority of its subsidiaries are domiciled to the tax charge/(credit) at the effective tax rate is as follows:
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Profit/(Loss) before tax 2,206,068 (328,411)
tax at the statutory tax rate of 16.5 per cent.
(2009 — 16.5 per cent.) 364,001 (54,188)
effect of different tax rates in other jurisdictions 3,688 2,189
Adjustments in respect of current tax of previous years (713) (2,165)
Profits and losses attributable to jointly controlled entities
and associates (371,754) 49,480
Income not subject to tax (3,651) (7,458)
expenses not deductible for tax 1,913 5,081
tax losses utilised from previous years (154) (449)
tax losses not recognised 7,788 7,195
tax charge/(credit) at the Group’s effective rate 1,118 (315)
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For the companies operated in the Republic of Singapore and Macau, corporate taxes have been calculated on the estimated assessable profits for the year at the rates of 17 per cent. and 12 per cent. (2009 — 17 per cent. and 12 per cent.), respectively.
the share of tax charge attributable to associates amounting to HK$721,692,000 (2009 — credit of HK$50,520,000) and the share of tax charge attributable to a jointly controlled entity of HK$24,000 (2009 — nil) are included in “Share of results of associates” and “Share of results of jointly controlled entities” on the face of the consolidated income statement, respectively.
12. Profit Attributable to Equity Holders of the Company
the consolidated results attributable to equity holders of the Company for the year includes a profit of HK$162,369,000 (2009 — HK$3,047,000) which has been dealt with in the financial statements of the Company as set out in note 32 to the financial statements.
13. Earnings/(Loss) Per Share Attributable to Equity Holders of the Company
(a) Basic earnings/(loss) per share
Basic earnings/(loss) per share is calculated based on (i) the consolidated profit for the year attributable to equity holders of the Company of HK$2,207,172,000 (2009 — loss of HK$325,978,000); and (ii) the weighted average number of 1,816,660,000 ordinary shares (2009 — 1,816,764,000 ordinary shares) in issue during the year.
(b) Diluted earnings/(loss) per share
no diluted earnings/(loss) per share is presented for the years ended 31st December, 2010 and 2009 as the share options and warrants outstanding during these years had no dilutive effect on the basic earnings/(loss) per share for these years.
78
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
14. Distribution
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----- Start of picture text -----
Group and Company
2010 2009
HK$’000 HK$’000
Final, proposed — HK2 cents per ordinary share
—
(2009 — nil) 36,808
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the proposed final distribution for the year is subject to the approval of the Company’s shareholders at the forthcoming annual general meeting.
15. Goodwill
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Cost:
Balance at beginning of year 75,227 75,227
—
Disposal of a subsidiary (412)
Balance at end of year 74,815 75,227
Accumulated impairment:
Balance at beginning of year 3,742 3,742
—
Disposal of a subsidiary (412)
Balance at end of year 3,330 3,742
net carrying amount 71,485 71,485
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Impairment testing of goodwill
Goodwill acquired through business combination has been allocated to the banking business cashgenerating unit, which is a reportable segment, for impairment testing.
the recoverable amount of the banking business cash-generating unit is determined based on a value in use calculation using cash flow projections based on financial budgets approved by senior management covering a five-year period. the discount rate applied to the cash flow projection is 5 per cent. (2009 — 5 per cent.). the growth rate used to extrapolate the cash flows of the banking business beyond the five-year period is assumed to be nil.
79
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
16. Fixed Assets
Group
==> picture [416 x 348] intentionally omitted <==
----- Start of picture text -----
Leasehold
improvements,
Leasehold furniture, fixtures,
land and equipment and
2010 buildings motor vehicles Total
HK$’000 HK$’000 HK$’000
Cost:
At 1st January, 2010 10,734 78,278 89,012
—
Additions during the year 2,054 2,054
Reclassified from properties under
development 98,698 24,042 122,740
—
Disposals during the year (2,540) (2,540)
exchange adjustments — 349 349
At 31st December, 2010 109,432 102,183 211,615
Accumulated depreciation:
At 1st January, 2010 653 69,124 69,777
Depreciation provided for the year 107 4,496 4,603
—
Disposals during the year (2,540) (2,540)
exchange adjustments — 378 378
At 31st December, 2010 760 71,458 72,218
net book value:
At 31st December, 2010 108,672 30,725 139,397
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80
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
16. Fixed Assets (continued)
Group
==> picture [417 x 423] intentionally omitted <==
----- Start of picture text -----
Leasehold
improvements,
Leasehold furniture, fixtures,
Leasehold land and equipment and
2009 land buildings motor vehicles total
HK$’000 HK$’000 HK$’000 HK$’000
Cost or valuation:
At 1st January, 2009 36,507 84,590 77,672 198,769
—
Additions during the year 9,226 1,128 10,354
— —
Surplus on revaluation 32,108 32,108
Reclassified to investment
— —
properties (54,902) (54,902)
— —
Disposal of a subsidiary (220) (220)
Disposals during the year (36,135) (59,446) (396) (95,977)
exchange adjustments (372) (842) 94 (1,120)
—
At 31st December, 2009 10,734 78,278 89,012
Accumulated depreciation:
At 1st January, 2009 97 1,443 64,604 66,144
Depreciation provided
for the year 281 508 5,021 5,810
Reclassified to investment
— —
properties (769) (769)
— —
Disposal of a subsidiary (201) (201)
Disposals during the year (377) (527) (377) (1,281)
exchange adjustments (1) (2) 77 74
At 31st December, 2009 — 653 69,124 69,777
net book value:
—
At 31st December, 2009 10,081 9,154 19,235
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the net book value of the leasehold land and buildings comprises:
==> picture [417 x 138] intentionally omitted <==
----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Long term leasehold land and buildings
—
situated outside Hong Kong 98,698
Medium term leasehold land and buildings
situated outside Hong Kong 9,974 10,081
108,672 10,081
----- End of picture text -----
81
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
16. Fixed Assets (continued) Company
==> picture [417 x 263] intentionally omitted <==
----- Start of picture text -----
Furniture, fixtures, equipment
and motor vehicles
2010 2009
HK$’000 HK$’000
Cost:
Balance at beginning of year 7,196 7,159
Additions during the year 26 37
—
Disposal during the year (300)
Balance at end of year 6,922 7,196
Accumulated depreciation:
Balance at beginning of year 6,502 5,663
Depreciation provided for the year 614 839
—
Disposal during the year (300)
Balance at end of year 6,816 6,502
net book value 106 694
----- End of picture text -----
17. Investment Properties
==> picture [417 x 263] intentionally omitted <==
----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Balance at beginning of year 156,874 530,336
—
Additions during the year 4,952
Reclassified from fixed assets — 54,133
—
Reclassified to properties under development (421,000)
—
Disposal during the year (19,500)
Fair value adjustments 2,146 7,407
exchange adjustments 3,035 546
Balance at end of year 162,055 156,874
Investment properties situated outside Hong Kong
held under the following lease terms:
Leasehold 131,174 125,048
Freehold 30,881 31,826
162,055 156,874
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82
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
17. Investment Properties (continued)
Based on professional valuations as at 31st December, 2010 made by Asian Appraisal Company, Inc., CB Richard ellis, RHL Appraisal Limited and ProCasa Real estate GmbH, independent qualified valuers, the investment properties situated outside Hong Kong were revalued on an open market, existing use basis at HK$162,055,000 (2009 — HK$156,874,000).
Certain investment properties have been mortgaged to secure banking facilities made available to the Group as set out in note 26 to the financial statements.
18. Properties under Development
==> picture [417 x 401] intentionally omitted <==
----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Land and buildings situated outside Hong Kong, at cost:
Balance at beginning of year 756,380 285,151
Additions during the year 275,935 48,860
—
Reclassified from investment properties 421,000
Reclassified to fixed assets (122,740) —
—
Written-off during the year (18,597)
exchange adjustments 29,770 1,369
Balance at end of year 920,748 756,380
Provisions for impairment losses:
Balance at beginning of year (29,410) (25,669)
Impairment during the year (180) (3,518)
—
Written-off during the year 18,597
exchange adjustments (3,278) (223)
Balance at end of year (14,271) (29,410)
906,477 726,970
Land and buildings situated outside Hong Kong
held under the following lease terms:
—
Long term leases 57,430
Medium term leases 867,373 635,188
Freehold 39,104 34,352
906,477 726,970
----- End of picture text -----
Certain properties under development have been mortgaged to secure banking facilities made available to the Group as set out in note 26 to the financial statements.
83
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
19. Interests in Associates
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Share of net assets in unlisted investments 6,204,790 2,635,257
Due from associates 421,986 398,056
6,626,776 3,033,313
Provisions for impairment losses (15,166) (16,363)
6,611,610 3,016,950
----- End of picture text -----
the balance as at 31st December, 2010 included the Group’s interest in LAAP of approximately HK$6,318,378,000 (2009 — HK$2,750,345,000). Certain shares of oUe held by the LAAP Group had been pledged to secure banking facilities made available to the subsidiaries of LAAP. In March 2010, the LAAP Group acquired the direct and indirect interest in oUe held by a joint venture partner, which increased its controlling stake in oUe to approximately 88.52 per cent. Subsequently, the LAAP Group completed two placements of shares of oUe to independent third parties, which resulted in decrease in its controlling stake in oUe to approximately 67.07 per cent. as at 31st December, 2010. In January 2011, approximately 5.4 per cent. of oUe shares held under the LAAP Group were transferred to a financial institution with a right of return in connection with a financing transaction.
the balances with the associates are unsecured, interest-free and have no fixed terms of repayment. In the opinion of the Directors, these balances are considered as quasi-equity investments in the associates.
the following table illustrates the summarised financial information of the Group’s associates extracted from their management accounts:
==> picture [417 x 112] intentionally omitted <==
----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Assets 33,249,684 19,311,579
Liabilities (20,006,354) (10,372,315)
Revenue 1,458,534 842,112
Profit/(Loss) 2,250,137 (314,620)
----- End of picture text -----
Details of the principal associates are set out on page 122.
84
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
20. Interests in Jointly Controlled Entities
==> picture [417 x 150] intentionally omitted <==
----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Share of net assets in unlisted investments 92,941 82,453
Due from jointly controlled entities 211,687 203,487
304,628 285,940
Provisions for impairment losses (1,028) (1,028)
303,600 284,912
----- End of picture text -----
the balances with the jointly controlled entities include a loan of HK$3,988,000 (2009 — HK$3,977,000), which is secured by certain shares of a jointly controlled entity, bears interest at United States dollar prime rate plus 2 per cent. per annum and has no fixed terms of repayment. the loan is neither overdue nor impaired and the carrying amount approximates to its fair value.
the remaining balances with the jointly controlled entities are unsecured, interest-free and have no fixed terms of repayment. In the opinion of the Directors, these balances are considered as quasiequity investments in the jointly controlled entities.
the following table illustrates the summarised financial information of the Group’s jointly controlled entities extracted from their management accounts:
==> picture [417 x 250] intentionally omitted <==
----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Share of the jointly controlled entities’ assets and liabilities:
Current assets 762,168 703,338
non-current assets 9,522 305
Current liabilities (64,797) (38,828)
non-current liabilities (387,801) (379,615)
net assets 319,092 285,200
Share of the jointly controlled entities’ results:
Revenue 20,001 8,150
total expenses (19,330) (11,527)
Profit/(Loss) after tax 671 (3,377)
Share of the jointly controlled entities’ capital commitments 242,741 77,349
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Details of the principal jointly controlled entities are set out on page 123.
85
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
21. Available-for-sale Financial Assets
==> picture [417 x 238] intentionally omitted <==
----- Start of picture text -----
Group Company
2010 2009 2010 2009
HK$’000 HK$’000 HK$’000 HK$’000
Financial assets stated at fair value:
Debt securities listed overseas 18,841 17,509 — —
Unlisted investment funds 62,912 82,441 — —
— —
81,753 99,950
Financial assets stated at cost:
— —
Unlisted equity securities 69,595 88,777
Unlisted debt securities 3,165 3,165 3,165 3,165
— —
Provision for impairment losses (64,000) (85,555)
8,760 6,387 3,165 3,165
90,513 106,337 3,165 3,165
----- End of picture text -----
the debt securities have effective interest rates ranging from nil to 10 per cent. (2009 — nil to 10 per cent.) per annum.
An analysis of the issuers of available-for-sale financial assets is as follows:
==> picture [417 x 175] intentionally omitted <==
----- Start of picture text -----
Group Company
2010 2009 2010 2009
HK$’000 HK$’000 HK$’000 HK$’000
equity securities:
— —
Corporate entities 69,595 88,777
Debt securities:
Club debenture 3,165 3,165 3,165 3,165
— —
Corporate entities 8,320 7,320
Banks and other financial institutions 10,521 10,189 — —
22,006 20,674 3,165 3,165
----- End of picture text -----
During the year, the gross loss in respect of the Group’s available-for-sale financial assets recognised in consolidated other comprehensive income amounted to HK$13,473,000 (2009 — gain of HK$11,380,000), of which HK$771,000 (2009 — nil) was reclassified from consolidated other comprehensive income to the consolidated income statement for the year.
the above financial assets consist of investments in equity securities and investment funds which were designated as available-for-sale financial assets and have no fixed maturity date or coupon rate.
86
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
21. Available-for-sale Financial Assets (continued)
Apart from the above, certain unlisted equity securities and debt securities issued by private entities are measured at cost less impairment at the end of the reporting period. the Directors consider that information to be applied in the valuation techniques cannot be reliably obtained on a continuous basis. the fair values of these unlisted equity securities and debt securities cannot be reliably measured.
During the year, the Directors reviewed the carrying amount of available-for-sale financial assets. no impairment loss (2009 — impairment loss of HK$6,317,000, which included a reclassification from consolidated other comprehensive income of HK$6,317,000) has been charged to the consolidated income statement for the year.
In 2008, the Group had reclassified certain of its debt instruments from the fair value through profit or loss category into the available-for-sale category due to the change of its intention from holding these debt instruments for the purpose of trading in the near term to holding them for the foreseeable future. As at 31st December, 2010, these debt instruments were stated at fair value of HK$8,320,000 (2009 — HK$7,320,000). Had the reclassification not taken place, the Group would have recognised a fair value gain of HK$1,000,000 (2009 — HK$3,830,000) in the consolidated income statement for the year.
22. Held-to-maturity Financial Assets
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Debt securities, at amortised cost:
—
Listed in Hong Kong 2,411
Listed overseas 9,421 9,431
11,832 9,431
Market value of listed debt securities 12,334 9,640
----- End of picture text -----
the debt securities have effective interest rates ranging from 6 per cent. to 9 per cent. (2009 — 9 per cent.) per annum.
An analysis of the issuers of held-to-maturity financial assets is as follows:
==> picture [417 x 74] intentionally omitted <==
----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Banks and other financial institutions 11,832 9,431
----- End of picture text -----
87
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
23. Loans and Advances
the loans and advances to customers of the Group have effective interest rates ranging from 3 per cent. to 9 per cent. (2009 — 3 per cent. to 9 per cent.) per annum. the carrying amounts of loans and advances approximate to their fair values. Certain balances arising from securities broking and banking operations are secured by clients’ properties, deposits and securities being held as collaterals with carrying amounts of HK$562,723,000 (2009 — HK$386,678,000).
As at the end of the reporting period, the overdue or impaired balances are related to securities broking, banking and money lending operations. Movements of the allowance for bad and doubtful debts during the year are as follows:
==> picture [417 x 137] intentionally omitted <==
----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Balance at beginning of year 9,048 8,597
Allowance for bad and doubtful debts 6,759 501
Impairment allowance released (97) (50)
Amount written-off as uncollectible (2,416) —
Balance at end of year 13,294 9,048
----- End of picture text -----
except for the above, the remaining balances are neither overdue nor impaired and are related to a range of customers for whom there are no recent history of default.
24. Financial Assets at Fair Value through Profit or Loss
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Group Company
2010 2009 2010 2009
HK$’000 HK$’000 HK$’000 HK$’000
Held for trading:
equity securities:
Listed in Hong Kong 13,523 25,081 3,678 10,506
Listed overseas 7,229 8,807 3,420 3,095
20,752 33,888 7,098 13,601
Investment funds:
Unlisted 30,184 27,820 — —
50,936 61,708 7,098 13,601
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88
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
24. Financial Assets at Fair Value through Profit or Loss (continued) An analysis of the issuers of financial assets at fair value through profit or loss is as follows:
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Group Company
2010 2009 2010 2009
HK$’000 HK$’000 HK$’000 HK$’000
equity securities:
Corporate entities 13,654 23,161 7,098 13,601
Banks and other financial institutions 5,049 6,528 — —
Public sector entities 2,049 4,199 — —
20,752 33,888 7,098 13,601
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25. Debtors, Prepayments and Deposits
Included in the balances are trade debtors with an aged analysis as follows:
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Group
2010 2009
HK$’000 HK$’000
outstanding balances with ages:
Repayable on demand 42,224 38,437
Within 30 days 35,717 10,414
Between 31 and 60 days — 171
Between 61 and 90 days 4 3
77,945 49,025
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trading terms with customers are either on a cash basis or credit. For those customers who trade on credit, a credit period is allowed according to relevant business practice. Credit limits are set for customers. the Group seeks to maintain tight control over its outstanding receivables in order to minimise credit risk. overdue balances are regularly reviewed by senior management.
As at 31st December, 2010, other receivables of HK$15,874,000 (2009 — HK$15,874,000) related to a property development project were impaired and provided for. except for this, the remaining balances are neither overdue nor impaired and are related to a range of customers for whom there are no recent history of default. the Group does not hold any collateral or other credit enhancements over these balances.
except for receivables from certain securities brokers which are interest-bearing, the balances of trade debtors are non-interest-bearing. the carrying amounts of debtors and deposits approximate to their fair values.
89
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
26. Bank and Other Borrowings
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Group Company
2010 2009 2010 2009
HK$’000 HK$’000 HK$’000 HK$’000
(restated)
Bank loans:
Secured (Note (a)) 348,246 205,428 — —
Unsecured — 10,000 — —
— —
348,246 215,428
other borrowings:
Unsecured (Note (b)) 184,452 283,930 184,452 283,930
532,698 499,358 184,452 283,930
Less: Amount classified under
—
current portion (291,771) (68,858) (39,550)
non-current portion 240,927 430,500 184,452 244,380
Bank and other borrowings by currency:
Hong Kong dollar 184,452 254,380 184,452 244,380
United States dollar 271,793 225,670 — 39,550
Renminbi 76,453 19,308 — —
532,698 499,358 184,452 283,930
Bank loans repayable:
— —
Within one year or on demand 291,771 29,308
— —
In the second year 36,709 186,120
— — —
In the third to fifth years, inclusive 19,766
— —
348,246 215,428
other borrowings repayable:
— —
Within one year 39,550 39,550
In the second year 184,452 244,380 184,452 244,380
184,452 283,930 184,452 283,930
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90
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
26. Bank and Other Borrowings (continued) Note:
-
(a) At the end of the reporting period, the bank loans were secured by:
-
(i) first legal mortgages over certain investment properties and properties under development of the Group with carrying amounts of HK$84,614,000 (2009 — HK$80,331,000) and HK$867,373,000 (2009 — HK$421,000,000), respectively; and
-
(ii) certain fixed deposits of the Group with carrying amount of HK$308,000 (2009 — HK$292,000) respectively.
-
(b) the Group’s other borrowings as at 31st December, 2010 comprised of unsecured loans advanced from Lippo Limited (“Lippo”), an intermediate holding company of the Company, of HK$184,452,000 (2009 — HK$244,380,000). the Group’s other borrowings as at 31st December, 2009 also included an unsecured loan from a third party of HK$39,550,000 which was fully repaid during the year.
the Group’s and Company’s bank and other borrowings bear interest at floating rates ranging from 1.3 per cent. to 6.3 per cent. (2009 — various rates ranging from 1.5 per cent. to 6.1 per cent.) per annum. the carrying amounts of the bank and other borrowings and pledged time deposits approximate to their fair values.
27. Creditors, Accruals and Deposits Received
Included in the balances are trade creditors with an aged analysis as follows:
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Group
2010 2009
HK$’000 HK$’000
outstanding balances with ages:
Repayable on demand 585,921 650,888
Within 30 days 33,269 14,604
619,190 665,492
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the outstanding balances that are repayable on demand include client payables relating to cash balances held on trust for the customers in respect of the Group’s securities broking business. As at 31st December, 2010, total client trust bank balances amounted to HK$560,850,000 (2009 — HK$630,560,000).
except for certain client payables relating to cash balances held on trust for the customers in respect of the Group’s securities broking business which are interest-bearing, the balances of trade creditors are non-interest-bearing. the carrying amounts of creditors, accruals and deposits received and client trust bank balances approximate to their fair values.
28. Current, Fixed, Savings and Other Deposits of Customers
the current, fixed, savings and other deposits of customers attributable to banking operation bear effective interest rates ranging from 0.01 per cent. to 2.9 per cent. (2009 — 0.01 per cent. to 2.9 per cent.) per annum. the carrying amounts approximate to their fair values.
91
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
29. Deferred Tax
the movements in deferred tax liabilities during the year are as follows:
Group
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Fair value
Depreciation gains on
allowance available-
in excess of for-sale
related Revaluation financial
depreciation of properties assets Total
HK$’000 HK$’000 HK$’000 HK$’000
2010
At 1st January, 2010 497 30,401 689 31,587
Deferred tax charged to the income
statement during the year — 586 — 586
Deferred tax debited to equity
— —
during the year 1,800 1,800
exchange adjustments — 319 — 319
At 31st December, 2010 497 31,306 2,489 34,292
2009
At 1st January, 2009 495 25,793 1,320 27,608
Deferred tax charged to the income
statement during the year 2 742 — 744
Deferred tax debited/(credited) to
—
equity during the year 3,853 (632) 3,221
exchange adjustments — 13 1 14
At 31st December, 2009 497 30,401 689 31,587
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the Group has tax losses arising in Hong Kong of HK$220,301,000 (2009 — HK$207,999,000) that are available indefinitely for offsetting against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognised in respect of these losses at the end of reporting period due to the unpredictability of future profit streams.
At 31st December, 2010, there were no significant unrecognised deferred tax liabilities (2009 — nil) for taxes that would be payable on the unremitted earnings of certain of the Group’s subsidiaries, associates or jointly controlled entities as the Group had no liability to additional tax should such amounts be remitted.
92
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
30. Share Capital
Shares
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Group and Company
2010 2009
HK$’000 HK$’000
Authorised:
4,000,000,000 (2009 — 4,000,000,000)
ordinary shares of HK$1.00 each 4,000,000 4,000,000
Issued and fully paid:
1,816,714,924 (2009 — 1,816,655,677)
ordinary shares of HK$1.00 each 1,816,715 1,816,656
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During the year, a total of 59,247 ordinary shares of HK$1.00 each in the Company were issued upon exercise in cash of the subscription rights attaching to the warrants of the Company in an aggregate amount of approximately HK$74,059 at the subscription price of HK$1.25 per share.
Warrants
As at 1st January, 2010, the Company had 202,019,956 units of warrants outstanding with an aggregate subscription value of approximately HK$252,525,000. each warrant entitles the holder thereof to subscribe in cash for one ordinary share of HK$1.00 in the Company at the subscription price of HK$1.25 per share (subject to adjustment) during the period from 4th July, 2008 to 4th July, 2011 (both dates inclusive). During the year, 59,247 units of warrants with an aggregate subscription value of approximately HK$74,059 were exercised for 59,247 ordinary shares of HK$1.00 each at a subscription price of HK$1.25 per share. At the end of the reporting period, the Company had 201,960,709 units of warrants outstanding with an aggregate subscription value of approximately HK$252,451,000. the exercise in full of such warrants would, under the present capital structure of the Company, result in the issue of 201,960,709 additional ordinary shares of HK$1.00 each of the Company.
93
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
31. Share Option Scheme
Pursuant to the share option scheme of the Company (the “Share option Scheme”) adopted and approved by the shareholders of the Company, Lippo, an intermediate holding company of the Company, and Lippo China Resources Limited, a former intermediate holding company of the Company, on 7th June, 2007 (the “Adoption Date”), the board of the Directors of the Company (the “Board”) may, at its discretion, offer to grant to any eligible employee (including director, officer and/ or employee of the Group or any member of it); or any consultant, adviser, supplier, customer or sub-contractor of the Group or any member of it; or any other person whomsoever is determined by the Board as having contributed to the development, growth or benefit of the Group or any member of it or as having spent any material time in or about the promotion of the Group or its business (together the “eligible Person”) an option to subscribe for shares in the Company. the purpose of the Share option Scheme is to provide eligible Persons with the opportunity to acquire proprietary interests in the Company and to encourage eligible Persons to work towards enhancing the value of the Company and its shares for the benefit of the Company and its shareholders as a whole. the Share option Scheme shall be valid and effective for the period of ten years commencing on the Adoption Date. Under the rules of the Share option Scheme, no further options shall be granted on and after the tenth anniversary of the Adoption Date. the options can be exercised at any time during the period commencing on the date of grant and ending on the date of expiry which shall not be later than the day last preceding the tenth anniversary of the date of grant. the Share option Scheme does not specify a minimum period for which an option must be held nor a performance target which must be achieved before an option can be exercised. However, the rules of the Share option Scheme provide that the Board may determine, at its sole discretion, such term(s) on the grant of an option. no grantee of option is required to pay for the grant of the relevant option.
the overall limit on the number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share option Scheme and other share option schemes must not exceed 30 per cent. of the issued shares of the Company from time to time. the maximum number of shares in respect of which options may be granted under the Share option Scheme shall not (when aggregated with any shares subject to options granted after the Adoption Date pursuant to any other share option scheme(s) of the Company) exceed 10 per cent. of the issued share capital of the Company on the Adoption Date, that is, 134,682,909 shares (the “Scheme Mandate Limit”). the Scheme Mandate Limit may be renewed with prior approval of the shareholders of the Company. the total number of shares issued and to be issued upon exercise of options granted and to be granted under the Share option Scheme to any single eligible Person, whether or not already a grantee, in any 12-month period shall be subject to a limit that it shall not exceed one per cent. of the issued shares of the Company at the relevant time. the exercise price for the shares under the Share option Scheme shall be determined by the Board at its absolute discretion but in any event shall not be less than the highest of (i) the closing price of the shares of the Company on the date of grant of the option, as stated in the daily quotations sheets of the Stock exchange of Hong Kong Limited (the “Stock exchange”); (ii) the average closing price of the shares of the Company for the five trading days immediately preceding the date of grant of the option, as stated in the daily quotations sheets of the Stock exchange; and (iii) the nominal value of the shares of the Company on the date of grant of the option.
94
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
31. Share Option Scheme (continued)
- on 17th December, 2007, options were granted under the Share option Scheme without consideration to eligible Persons including, inter alia, certain Directors and employees of the Company to subscribe for a total of 13,468,000 ordinary shares of HK$1.00 each in the Company (the “Shares”) at an initial exercise price of HK$1.68 per Share (subject to adjustment). Due to the rights issue of new shares of the Company in June 2008 in the proportion of seven rights shares for every twenty shares held, adjustments were made to the number of Shares subject to the options of the Company and the exercise price, resulting in options to subscribe for a total of 18,181,800 Shares at an exercise price of HK$1.24 per Share (subject to adjustment), with effect from 27th June, 2008. the above options could not be exercised from the date of grant to 16th June, 2008. Such options are exercisable from 17th June, 2008 to 16th December, 2012.
on 1st August, 2008, an option was granted under the Share option Scheme without consideration to an eligible Person to subscribe for 2,025,000 Shares at an exercise price of HK$1.00 per Share (subject to adjustment). Such option could not be exercised from the date of grant to 31st July, 2009. Such option is exercisable from 1st August, 2009 to 16th December, 2012.
As at 1st January, 2010, there were outstanding options granted under the Share option Scheme to subscribe for a total of 20,206,800 Shares (the “option Shares”). An option to subscribe for 337,500 option Shares lapsed on 15th August, 2010.
the movements in option Shares granted under the Share option Scheme during the year are summarised as follows:
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----- Start of picture text -----
Number of Option Shares
Exercise price Balance as at Lapsed Balance as at
per Share 1st January, during 31st December,
Participants Date of grant HK$ 2010 the year 2010
Directors:
John Lee Luen Wai 17th December, 2007 1.24 4,590,000 — 4,590,000
Leon Chan nim Leung 17th December, 2007 1.24 810,000 — 810,000
Kor Kee Yee 17th December, 2007 1.24 607,500 — 607,500
Albert Saychuan Cheok 17th December, 2007 1.24 607,500 — 607,500
Victor Yung Ha Kuk 17th December, 2007 1.24 607,500 — 607,500
tsui King Fai 17th December, 2007 1.24 607,500 — 607,500
employees (Note 1) 17th December, 2007 1.24 7,179,300 — 7,179,300
others (Note 2) 17th December, 2007 1.24 3,172,500 337,500 2,835,000
1st August, 2008 1.00 2,025,000 — 2,025,000
total 20,206,800 337,500 19,869,300
Weighted average exercise price per Share (HK$) 1.22 1.24 1.22
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95
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
31. Share Option Scheme (continued) Note:
-
employees refer to the employees of the Group as at 31st December, 2010 working under employment contracts that are regarded as “continuous contracts” for the purposes of the employment ordinance, other than the Directors and chief executive of the Company.
-
others included a former eligible Person who held an option to subscribe for 337,500 option Shares which lapsed on 15th August, 2010.
Save as disclosed herein, no option of the Company was granted, exercised, cancelled or lapsed during the year.
As at the date of this report, the total number of Shares available for issue under the Share option Scheme, save for those subject to the options granted but not yet exercised, is 114,813,609 Shares, representing approximately 6.2 per cent. of the existing issued share capital of the Company.
the exercise prices of the option Shares and exercise periods of the options outstanding as at 31st December, 2010 are as follows:
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----- Start of picture text -----
Number of Exercise price per Share
Option Shares (Note) Exercise period
HK$
17,844,300 1.24 17th June, 2008 to
16th December, 2012
2,025,000 1.00 1st August, 2009 to
16th December, 2012
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- Note: the exercise prices of the option Shares are subject to adjustment in case of rights or bonus issues, or other similar changes in the Company’s share capital.
At the end of the reporting period, the Company had options outstanding under the Share option Scheme to subscribe for a total of 19,869,300 Shares, which represented approximately 1.1 per cent. of the then issued share capital of the Company. the exercise in full of the outstanding options would, under the present capital structure of the Company, result in the issue of 19,869,300 additional Shares and cash proceeds, before expenses, of approximately HK$24,152,000. In addition, the exercise in full of all these options would provide additional share capital of approximately HK$19,869,000 and share premium of approximately HK$4,283,000 (before issue expenses).
96
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
32. Reserves
Group
the amounts of the Group’s reserves and movements therein for the current and prior years are presented in the consolidated statement of changes in equity on page 39 of the financial statements.
Company
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----- Start of picture text -----
Share Share Capital
premium option redemption Distributable
account reserve reserve reserves Total
(Note (d)) (Note (c))
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
2010
At 1st January, 2010 43,527 7,219 13,328 977,209 1,041,283
total comprehensive income for
— — —
the year (Note 12) 162,369 162,369
Issuance of shares upon
exercise of warrants 15 — — — 15
At 31st December, 2010 43,542 7,219 13,328 1,139,578 1,203,667
2009
At 1st January, 2009 43,526 7,219 11,794 975,205 1,037,744
total comprehensive income for
— — —
the year (Note 12) 3,047 3,047
Issuance of shares upon
exercise of warrants 1 — — — 1
Repurchase of shares — — 1,534 (1,043) 491
At 31st December, 2009 43,527 7,219 13,328 977,209 1,041,283
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Note:
(a) Cancellation of the share premium account and transfer to distributable reserves: Pursuant to a special resolution passed at a special general meeting of the Company on 2nd December,1997, the entire amount standing to the credit of the share premium account of HK$3,630,765,000 was cancelled (the “Cancellation”). the credit arising from the Cancellation was transferred to distributable reserves. the balance of the reserves arising from the Cancellation could be applied towards any capitalisation issues of the Company in future, or for making distributions to shareholders of the Company.
-
(b) Distributable reserves of the Group at 31st December, 2010 comprise retained profits of HK$4,040,671,000 (2009 — HK$1,144,275,000) and the remaining balance arising from the Cancellation of HK$1,054,919,000 (2009 — HK$1,054,919,000). Included in the distributable reserves of the Group at 31st December, 2010 was an amount of a proposed final distribution for the year then ended of HK$36,808,000 (2009 — nil) declared after the end of the reporting period.
-
(c) Distributable reserves of the Company at 31st December, 2010 comprise contributed surplus of HK$134,329,000 (2009 — HK$134,329,000), accumulated losses of HK$49,670,000 (2009 — HK$212,039,000) and the remaining balance arising from the Cancellation of HK$1,054,919,000 (2009 — HK$1,054,919,000). Included in the distributable reserves of the Company at 31st December, 2010 was an amount of a proposed final distribution for the year then ended of HK$36,808,000 (2009 — nil) declared after the end of the reporting period.
-
(d) the capital redemption reserve is not available for distribution to shareholders.
97
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
32. Reserves (continued)
Note: (continued)
-
(e) the legal reserve represents the part of reserve generated by a banking subsidiary of the Company which may only be distributable in accordance with certain limited circumstances prescribed by the statute of the country in which the subsidiary operates.
-
(f) the regulatory reserve represents the part of reserve generated by a banking subsidiary of the Company arising from the difference between the impairment allowance made under HKAS 39 and for regulatory purpose.
(g) this relates to the Group’s share of the hedging reserve of an associate.
33. Interests in Subsidiaries
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----- Start of picture text -----
Company
2010 2009
HK$’000 HK$’000
Unlisted shares, at cost 1 44,953
Due from subsidiaries 3,604,081 3,904,236
Due to subsidiaries (308,157) (784,395)
3,295,925 3,164,794
Provisions for impairment losses (114,107) (116,414)
3,181,818 3,048,380
----- End of picture text -----
the balances with subsidiaries are unsecured and have no fixed terms of repayment. Certain balances bear interest at rates reflecting the respective costs of funds within the Group. In the opinion of the Directors, these balances are considered as quasi-equity investments in subsidiaries.
Details of the principal subsidiaries are set out on pages 118 to 121.
98
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
34. Notes to the Consolidated Statement of Cash Flows
(a) Reconciliation of profit/(loss) before tax to cash generated from/(used in) operations
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Group
2010 2009
note HK$’000 HK$’000
Profit/(Loss) before tax 2,206,068 (328,411)
Adjustments for:
Share of results of associates (2,252,385) 296,499
Share of results of jointly controlled entities (671) 3,377
Loss/(Gain) on disposal of:
Fixed assets 6 (15) (233)
Investment properties 6 — 145
Available-for-sale financial assets 6 244 —
Subsidiaries 6 (790) —
Allowance/(Write-back of allowance) for bad
and doubtful debts 6 6,309 (7,062)
Provisions for/(Write-back of)
impairment losses on:
Associates — (5,000)
A jointly controlled entity 6 — 494
Available-for-sale financial assets 6 — 6,317
Properties held for sale 6 — 759
Properties under development 6 180 3,518
net fair value gain on financial assets at
fair value through profit or loss (8,343) (27,948)
Fair value gains on investment properties (2,146) (7,407)
Finance costs 9 9,825 16,643
Interest income (16,193) (19,341)
Dividend income (1,349) (1,926)
Depreciation 6 4,603 5,810
(54,663) (63,766)
Decrease in financial assets at fair value
through profit or loss 19,115 1,745
Decrease in held-to-maturity financial assets 3 36
—
Decrease in properties held for sale 2,665
Decrease/(Increase) in loans and advances (29,127) 14,604
Decrease/(Increase) in debtors, prepayments and
deposits (4,058) 24,457
Decrease/(Increase) in client trust bank balances 71,466 (120,883)
Increase in creditors, accruals and deposits
received 176,524 80,326
Increase/(Decrease) in current, fixed, savings and
other deposits of customers (26,359) 31,911
Cash generated from/(used in) operations 152,901 (28,905)
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99
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
34. Notes to the Consolidated Statement of Cash Flows (continued)
(b) Disposal of subsidiaries
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Group
2010 2009
HK$’000 HK$’000
net assets disposed of:
Fixed assets — 19
Interest in associates — 388
Available-for-sale financial assets 3,210 —
—
Financial assets at fair value through profit or loss 12,000
Cash and bank balances — 10,070
—
Debtors, prepayments and deposits 4,901
Creditors and accruals — (81)
3,210 27,297
Gain on disposal of subsidiaries 790 —
4,000 27,297
Satisfied by:
Cash consideration received 4,000 27,297
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An analysis of net inflow of cash and cash equivalents in respect of the disposal of subsidiaries is as follow:
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Cash consideration received 4,000 27,297
—
Cash and bank balances disposed of (10,070)
net inflow of cash and cash equivalents in respect of
the disposal of subsidiaries 4,000 17,227
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100
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
35. Contingent Liabilities
Group
As at 31st December, 2010, the Group had contingent liabilities relating to its banking subsidiary of HK$18,420,000 (2009 — HK$23,759,000), comprising guarantees and other endorsements of HK$11,048,000 (2009 — HK$17,134,000) and liabilities under letters of credit on behalf of customers of HK$7,372,000 (2009 — HK$6,625,000).
Company
As at 31st December, 2010, guarantees provided by the Company in respect of banking facilities granted to its subsidiaries amounted to HK$599,270,000 (2009 — HK$579,408,000), which were utilised to an extent of HK$291,770,000 (2009 — HK$215,428,000).
36. Operating Lease Arrangements
(a) As lessor
the Group leases its investment properties under operating lease arrangements with leases negotiated for terms ranging from one to four years. the terms of the leases generally also require the tenants to pay security deposits and provide for periodic rent adjustments according to the prevailing market condition. At 31st December, 2010, the Group had total future minimum lease receivables under non-cancellable operating leases with its tenants falling due as follows:
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Within one year 10,318 8,142
In the second to fifth years, inclusive 7,301 12,552
17,619 20,694
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(b) As lessee
the Group leases certain properties under operating lease agreements which are non-cancellable. the leases expire on various dates until 30th June, 2013 and the leases for properties contain provision for rental adjustments. As at 31st December, 2010, the Group and the Company had total future minimum lease payments under non-cancellable operating leases in respect of land and buildings falling due as follows:
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----- Start of picture text -----
Group Company
2010 2009 2010 2009
HK$’000 HK$’000 HK$’000 HK$’000
Within one year 12,933 17,448 2,760 2,405
—
In the second to fifth years, inclusive 2,571 6,494 1,955
15,504 23,942 4,715 2,405
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101
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
37. Capital Commitments
the Group had the following commitments at the end of the reporting period:
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
Capital commitments in respect of property, plant and equipment:
Contracted, but not provided for 483,103 98,127
other capital commitments:
Contracted, but not provided for (Note) 73,366 67,065
556,469 165,192
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Note: the balance included the Group’s capital commitments in respect of the formation of joint ventures for certain property projects in the Republic of Singapore, of approximately HK$72 million (2009 — HK$66 million).
the Company did not have any material commitments at the end of the reporting period (2009 — nil).
38. Related Party Transactions
Listed below are related party transactions disclosed in accordance with HKAS 24 Related Party Disclosures .
-
(a) During the year, the Company paid rental expenses (including service charges where applicable) of HK$3,292,000 (2009 — HK$3,396,000) to Porbandar Limited, a fellow subsidiary of the Company, in respect of office premises occupied by the Company. the rental was determined by reference to the then prevailing open market rentals.
-
(b) During the year, Beijing Lippo Century Realty Co., Ltd. (“BLCRL”), a subsidiary of the Company, paid rental expenses of HK$582,000 and HK$70,000 to enterprise Day Limited and enterprise Winner Limited, fellow subsidiaries of the Company since 1st January, 2010, respectively, in respect of the office premises occupied by BLCRL. the above rentals were determined by reference to the then prevailing open market rentals.
-
(c) During the year, ImPac Asset Management (HK) Limited, a wholly-owned subsidiary of the Company, received investment advisory income from Lippo ASM Investment Management Limited, an associate of the Group, amounting to HK$11,328,000 (2009 — HK$11,349,000).
-
(d) During the year, the Company paid finance cost to Lippo of HK$5,197,000 (2009 — HK$5,542,000) in respect of the loan advanced to the Company. the balance of which is set out in note 26 to the financial statements.
-
(e) During the year, Lippo Realty (Singapore) Pte. Limited, a wholly-owned subsidiary of the Company, received project management incomes of HK$5,007,000 (2009 — HK$3,193,000) and HK$27,515,000 (2009 — HK$1,477,000) from associates and jointly controlled entities of the Group, respectively.
102
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
38. Related Party Transactions (continued)
- (f) As at 31st December, 2010, the Group had balances with its associates and jointly controlled entities, further details of which are set out in notes 19 and 20 to the financial statements, respectively.
the transaction in respect of item (a) above is continuing connected transaction as defined in Chapter 14A of the Rules Governing the Listing of Securities on the Stock exchange of Hong Kong Limited (the “Listing Rules”). Further details of the transaction is disclosed in the section headed “Continuing Connected transactions” in the Report of the Directors. the transactions referred to in item (b) are continuing connected transactions which are exempted from reporting, annual review and independent shareholders’ approval under Chapter 14A of the Listing Rules.
39. Financial Instruments by Category
the carrying amounts of each of the categories of financial instruments as at the end of the reporting period are as follows:
Group
At 31st December, 2010
Financial assets
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----- Start of picture text -----
Financial assets
at fair value Held-to- Available-
through maturity for-sale
profit or loss financial Loans and financial
held for trading assets receivables assets Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Amount due from a jointly
— — —
controlled entity 3,988 3,988
— — —
Held-to-maturity financial assets 11,832 11,832
Available-for-sale financial
assets — — — 90,513 90,513
Financial assets at fair value
— — —
through profit or loss 50,936 50,936
Loans and advances — — 217,725 — 217,725
— — —
Debtors and deposits 97,231 97,231
Client trust bank balances — — 560,850 — 560,850
Pledged time deposits — — 308 — 308
— — —
treasury bills 9,700 9,700
Cash and bank balances — — 493,134 — 493,134
50,936 11,832 1,382,936 90,513 1,536,217
----- End of picture text -----
Financial liabilities
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----- Start of picture text -----
Financial liabilities
at amortised cost
HK$’000
Bank and other borrowings 532,698
Creditors, accruals and deposits received 870,014
Current, fixed, savings and other deposits of customers 138,772
1,541,484
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103
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
39. Financial Instruments by Category (continued)
the carrying amounts of each of the categories of financial instruments as at the end of the reporting period are as follows: (continued)
Group
At 31st December, 2009
Financial assets
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----- Start of picture text -----
Financial assets
at fair value Held-to- Available-
through maturity for-sale
profit or loss financial Loans and financial
held for trading assets receivables assets total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Amount due from a jointly
— — —
controlled entity 3,977 3,977
— — —
Held-to-maturity financial assets 9,431 9,431
Available-for-sale financial
assets — — — 106,337 106,337
Financial assets at fair value
— — —
through profit or loss 61,708 61,708
Loans and advances — — 194,907 — 194,907
— — —
Debtors and deposits 78,029 78,029
Client trust bank balances — — 630,560 — 630,560
Pledged time deposits — — 292 — 292
— — —
treasury bills 19,400 19,400
Cash and bank balances — — 648,221 — 648,221
61,708 9,431 1,575,386 106,337 1,752,862
----- End of picture text -----
Financial liabilities
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----- Start of picture text -----
Financial liabilities
at amortised cost
HK$’000
Bank and other borrowings 499,358
Creditors, accruals and deposits received 687,496
Current, fixed, savings and other deposits of customers 165,131
1,351,985
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104
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
39. Financial Instruments by Category (continued)
the carrying amounts of each of the categories of financial instruments as at the end of the reporting period are as follows: (continued)
Company
At 31st December, 2010
Financial assets
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----- Start of picture text -----
Financial assets
at fair value Available-
through for-sale
profit or loss Loans and financial
held for trading receivables assets Total
HK$’000 HK$’000 HK$’000 HK$’000
Available-for-sale financial assets — — 3,165 3,165
Financial assets at fair value
— —
through profit or loss 7,098 7,098
— —
Debtors and deposits 1,000 1,000
Cash and bank balances — 30,574 — 30,574
7,098 31,574 3,165 41,837
----- End of picture text -----
Financial liabilities
==> picture [417 x 100] intentionally omitted <==
----- Start of picture text -----
Financial liabilities
at amortised cost
HK$’000
Bank and other borrowings 184,452
Creditors, accruals and deposits received 22,467
206,919
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105
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
39. Financial Instruments by Category (continued)
the carrying amounts of each of the categories of financial instruments as at the end of the reporting period are as follows: (continued)
Company
At 31st December, 2009
Financial assets
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----- Start of picture text -----
Financial assets
at fair value Available-
through for-sale
profit or loss Loans and financial
held for trading receivables assets total
HK$’000 HK$’000 HK$’000 HK$’000
Available-for-sale financial assets — — 3,165 3,165
Financial assets at fair value
— —
through profit or loss 13,601 13,601
Debtors and deposits — 997 — 997
Cash and bank balances — 79,633 — 79,633
13,601 80,630 3,165 97,396
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Financial liabilities
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----- Start of picture text -----
Financial liabilities
at amortised cost
HK$’000
Bank and other borrowings 283,930
Creditors, accruals and deposits received 7,680
291,610
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106
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
40. Fair Value Hierarchy
the Group uses the following hierarchy for determining and disclosing the fair value of financial instruments:
-
Level 1: fair values measured based on quoted prices (unadjusted) in active markets for identical assets or liabilities
-
Level 2: fair values measured based on valuation techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
-
Level 3: fair values measured based on valuation techniques for which any inputs which have a significant effect on the recorded fair value are not based on observable market data (unobservable inputs)
Assets measured at fair value Group
As at 31st December, 2010
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----- Start of picture text -----
Level 1 Level 2 Level 3 Total
HK$’000 HK$’000 HK$’000 HK$’000
Available-for-sale financial assets:
Debt securities 18,841 — — 18,841
Investment funds — 3,606 59,306 62,912
Financial assets at fair value through profit or loss:
— —
equity securities 20,752 20,752
Investment funds — 519 29,665 30,184
39,593 4,125 88,971 132,689
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As at 31st December, 2009
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----- Start of picture text -----
Level 1 Level 2 Level 3 total
HK$’000 HK$’000 HK$’000 HK$’000
Available-for-sale financial assets:
Debt securities 17,509 — — 17,509
Investment funds — 3,204 79,237 82,441
Financial assets at fair value through profit or loss:
— —
equity securities 33,888 33,888
Investment funds — 501 27,319 27,820
51,397 3,705 106,556 161,658
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107
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
40. Fair Value Hierarchy (continued)
Group
the movements in fair value measurements in Level 3 during the year are as follows:
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----- Start of picture text -----
Available- Investment
for-sale funds at fair
investment value through
funds profit or loss
HK$’000 HK$’000
At 1st January, 2010 79,237 27,319
—
total gains recognised in the income statement 5,312
—
total losses recognised in other comprehensive income (15,123)
Purchases 38 —
Disposals (3,363) (3,042)
exchange adjustments (1,483) 76
At 31st December, 2010 59,306 29,665
Available- Investment
for-sale funds at fair
investment value through
funds profit or loss
HK$’000 HK$’000
At 1st January, 2009 69,175 27,934
total gains recognised in the income statement — 458
—
total gains recognised in other comprehensive income 5,879
Purchases 4,139 —
—
Disposals (1,091)
exchange adjustments 44 18
At 31st December, 2009 79,237 27,319
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During the year, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 (2009 — nil).
108
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
40. Fair Value Hierarchy (continued)
Company
As at 31st December, 2010
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----- Start of picture text -----
Level 1 Level 2 Level 3 Total
HK$’000 HK$’000 HK$’000 HK$’000
Financial assets at fair value
— —
through profit or loss 7,098 7,098
As at 31st December, 2009
Level 1 Level 2 Level 3 total
HK$’000 HK$’000 HK$’000 HK$’000
Financial assets at fair value
— —
through profit or loss 13,601 13,601
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During the year, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 (2009 — nil).
41. Financial Risk Management Objectives and Policies
the Group has established policies and procedures for risk management which are reviewed regularly by the executive Directors and senior management of the Group to ensure the proper monitoring and control of all major risks arising from the Group’s activities at all times.
the main risks arising from the Group’s financial instruments are credit risk, liquidity risk, interest rate risk, foreign currency risk and equity price risk. the risk management function is carried out by individual business units and regularly overseen by the Group’s senior management with all the risk limits approved by the executive Directors of the Group and they are summarised below.
(a) Credit risk
Credit risk arises from the possibility that the counterparty in a transaction may default. It arises from lending, treasury, investment and other activities undertaken by the Group.
the credit policies for banking and margin lending businesses set out in details the credit approval and monitoring mechanism, the loan classification criteria and provision policy. Credit approval is conducted in accordance with the credit policies, taking into account the type and tenor of loans, creditworthiness and repayment ability of prospective borrowers, collateral available and the resultant risk concentration in the context of the Group’s total assets. Day-to-day credit management is performed by management of individual business units.
the Group has established guidelines to ensure that all new debt investments are properly made, taking into account factors such as the credit rating requirements and the maximum exposure limit to a single corporate or issuer. All relevant departments within the Group are involved to ensure that appropriate processes, systems and controls are set in place before and after the investments are acquired.
109
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
41. Financial Risk Management Objectives and Policies (continued)
(a) Credit risk (continued)
the Group’s exposure to credit risk arising from loans and advances and trade debtors at the end of the reporting period based on the information provided to key management is as follows:
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----- Start of picture text -----
Group
2010 2009
HK$’000 HK$’000
By geographical area:
Hong Kong 147,356 87,123
Republic of Singapore — 171
Macau 137,766 147,350
others 10,548 9,288
295,670 243,932
----- End of picture text -----
the bank balances are deposited with creditworthy banks with no recent history of default.
(b) Liquidity risk
the Group manages the liquidity structure of its assets, liabilities and commitments in view of market conditions and its business needs, as well as to ensure that its operations meet the statutory requirement for minimum liquidity ratio whenever applicable.
Management comprising executive Directors and senior managers monitors the liquidity position of the Group on an on-going basis to ensure the availability of sufficient liquid funds to meet all obligations as they fall due and to make the most efficient use of the Group’s financial resources. 55 per cent. of the Group’s debts would mature in less than one year as at 31st December, 2010 (2009 — 14 per cent., restated) based on the carrying values of bank and other borrowings.
110
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
41. Financial Risk Management Objectives and Policies (continued)
(b) Liquidity risk (continued)
An analysis of the maturity profile of assets and liabilities of the Group analysed by the remaining period at the end of the reporting period to the contractual maturity date is as follows:
Group
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----- Start of picture text -----
1 year 5 years
or less or less
Repayable 3 months but over but over After
on demand or less 3 months 1 year 5 years Undated Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 31st December, 2010
Assets
Amount due from a jointly
— — — — —
controlled entity 3,988 3,988
Debt securities:
Held-to-maturity
financial assets — — — — 11,832 — 11,832
Available-for-sale
financial assets — — — — — 22,006 22,006
Loans and advances 152,446 22,187 8,895 17,128 17,069 — 217,725
—
Debtors and deposits 44,101 38,010 1,376 2,053 11,691 97,231
Client trust bank balances 185,089 375,761 — — — — 560,850
Pledged time deposits — 308 — — — — 308
— — — — —
treasury bills 9,700 9,700
Cash and bank balances 166,774 326,360 — — — — 493,134
548,410 772,326 10,271 19,181 28,901 37,685 1,416,774
Liabilities
— — —
Bank and other borrowings 19,978 271,793 240,927 532,698
Creditors, accruals and
— —
deposits received 588,599 137,449 1,706 142,260 870,014
Current, fixed, savings and
— — —
other deposits of customers 113,673 20,390 4,709 138,772
—
722,250 157,839 278,208 240,927 142,260 1,541,484
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111
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
41. Financial Risk Management Objectives and Policies (continued)
(b) Liquidity risk (continued)
An analysis of the maturity profile of assets and liabilities of the Group analysed by the remaining period at the end of the reporting period to the contractual maturity date is as follows: (continued)
Group
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----- Start of picture text -----
1 year 5 years
or less or less
Repayable 3 months but over but over After
on demand or less 3 months 1 year 5 years Undated total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 31st December, 2009 (restated)
Assets
Amount due from a jointly
— — — — —
controlled entity 3,977 3,977
Debt securities:
Held-to-maturity
financial assets — — — — 9,431 — 9,431
Available-for-sale
financial assets — — — — — 20,674 20,674
Loans and advances 111,980 33,117 15,781 16,299 17,730 — 194,907
Debtors and deposits 40,284 13,754 140 10,110 — 13,741 78,029
Client trust bank balances 270,504 360,056 — — — — 630,560
Pledged time deposits — 292 — — — — 292
— — — — —
treasury bills 19,400 19,400
Cash and bank balances 112,300 411,840 124,081 — — — 648,221
535,068 838,459 140,002 26,409 27,161 38,392 1,605,491
Liabilities
— —
Bank and other borrowings 19,308 10,000 39,550 430,500 499,358
Creditors, accruals and
— —
deposits received 652,031 20,891 1,944 12,630 687,496
Current, fixed, savings and
— — —
other deposits of customers 81,455 77,666 6,010 165,131
—
752,794 108,557 47,504 430,500 12,630 1,351,985
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112
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
41. Financial Risk Management Objectives and Policies (continued)
(b) Liquidity risk (continued)
An analysis of the maturity profile of assets and liabilities of the Company analysed by the remaining period at the end of the reporting period to the contractual maturity date is as follows:
Company
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----- Start of picture text -----
1 year 5 years
or less or less
Repayable 3 months but over but over
on demand or less 3 months 1 year Undated Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 31st December, 2010
Assets
Debt securities:
Available-for-sale financial
assets — — — — 3,165 3,165
— — — —
Debtors and deposits 1,000 1,000
Cash and bank balances 6,664 23,910 — — — 30,574
— —
6,664 23,910 4,165 34,739
Liabilities
— — — —
Bank and other borrowings 184,452 184,452
Creditors, accruals and
deposits received — 25 — — 22,442 22,467
Guarantees given to banks in
connection with facilities
— — — —
granted to subsidiaries 291,770 291,770
291,770 25 — 184,452 22,442 498,689
At 31st December, 2009
Assets
Debt securities:
Available-for-sale financial
assets — — — — 3,165 3,165
Debtors and deposits — — — — 997 997
Cash and bank balances 3,108 76,525 — — — 79,633
— —
3,108 76,525 4,162 83,795
Liabilities
— — —
Bank and other borrowings 39,550 244,380 283,930
Creditors, accruals and
deposits received — 28 1,238 — 6,414 7,680
Guarantees given to banks in
connection with facilities
— — — —
granted to subsidiaries 215,428 215,428
215,428 28 40,788 244,380 6,414 507,038
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113
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
41. Financial Risk Management Objectives and Policies (continued)
(c) Interest rate risk
Interest rate risk primarily results from timing differences in the repricing of interest-bearing assets and liabilities. the Group’s interest rate positions mainly arise from treasury, banking and other investment activities undertaken.
the Group monitors its interest-sensitive products and investments and net repricing gap and limits interest rate exposure through management of maturity profile, currency mix and choice of fixed or floating interest rates. the interest rate risk is managed and monitored regularly by senior management of the Group.
the following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Group and the Company’s profit before tax and equity (through the impact on interest-bearing monetary assets and liabilities).
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----- Start of picture text -----
2010 2009
Increase/ Increase/ Increase/ Increase/
Decrease (Decrease) Increase/ Decrease (Decrease) Increase/
in basis in profit (Decrease) in basis in profit (Decrease)
points before tax in equity points before tax in equity
HK$’000 HK$’000 HK$’000 HK$’000
Group
Hong Kong dollar +50 (391) (391) +50 84 84
United states dollar +50 (86) (1,186) +50 287 (666)
Singapore dollar +50 144 144 +50 137 137
Renminbi +50 391 391 +50 (33) (33)
Hong Kong dollar –50 391 391 –50 (84) (84)
United states dollar –50 86 1,324 –50 (287) 821
Singapore dollar –50 (144) (144) –50 (137) (137)
Renminbi –50 (391) (391) –50 33 33
Company
Hong Kong dollar +50 (1,167) (1,167) +50 (690) (690)
United states dollar +50 51 51 +50 (361) (361)
Singapore dollar +50 2 2 +50 92 92
Hong Kong dollar –50 1,167 1,167 –50 690 690
United states dollar –50 (51) (51) –50 361 361
Singapore dollar –50 (2) (2) –50 (92) (92)
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(d) Foreign currency risk
Foreign currency risk is the risk to earnings or capital arising from movements of foreign exchange rates. the Group’s foreign currency risk primarily arises from currency exposures originating from its banking activities, foreign exchange dealings and other investment activities.
the Group monitors the relative foreign exchange positions of its assets and liabilities and allocates accordingly to minimise foreign currency risk. When appropriate, hedging instruments including forward contracts, swaps and currency loans would be used to manage the foreign exchange exposure. the foreign currency risk is managed and monitored on an on-going basis by senior management of the Group.
114
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
41. Financial Risk Management Objectives and Policies (continued)
(d) Foreign currency risk (continued)
the following table demonstrates the sensitivity at the end of the reporting period to a reasonably possible change in the United States dollar and Singapore dollar exchange rates, with all other variables held constant, of the Group and the Company’s profit before tax (due to changes in the fair value of monetary assets and liabilities).
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Increase/(Decrease)
in profit before tax
2010 2009
HK$’000 HK$’000
Group
United States dollar against Hong Kong dollar
— Strengthened 3 per cent. (2009 — 3 per cent.) 5,425 10,999
— Weakened 3 per cent. (2009 — 3 per cent.) (5,425) (10,999)
Singapore dollar against Hong Kong dollar
— Strengthened 3 per cent. (2009 — 3 per cent.) (18) 744
— Weakened 3 per cent. (2009 — 3 per cent.) 18 (744)
Company
United States dollar against Hong Kong dollar
— Strengthened 3 per cent. (2009 — 3 per cent.) 793 (668)
— Weakened 3 per cent. (2009 — 3 per cent.) (793) 668
Singapore dollar against Hong Kong dollar
— Strengthened 3 per cent. (2009 — 3 per cent.) 114 644
— Weakened 3 per cent. (2009 — 3 per cent.) (114) (644)
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the Group has a banking subsidiary in Macau with certain monetary assets and liabilities denominated in Hong Kong dollar and United States dollar. the Directors consider that the foreign currency risk of this subsidiary is immaterial as no material fluctuation of exchange rates between Pataca and Hong Kong dollar and between Pataca and United States dollar is expected.
(e) Equity price risk
equity price risk is the risk that the fair values of financial assets decrease as a result of changes in the levels of equity indices and the values of individual financial assets. the Group is exposed to equity price risk arising from individual financial assets classified as available-for-sale financial assets (note 21) and financial assets at fair value through profit or loss (note 24) as at 31st December, 2010. the Group’s listed financial assets are mainly listed on the Hong Kong and Singapore stock exchanges and are valued at quoted market prices at the end of the reporting period.
the market equity indices for the following stock exchanges, at the close of business of the nearest trading day in the year to the end of the reporting period, and their respective highest and lowest points during the year were as follows:
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----- Start of picture text -----
31st December, High/Low 31st December, High/Low
2010 2010 2009 2009
Hong Kong — Hang Seng Index 23,035 24,964/18,985 21,872 22,943/11,344
Republic of Singapore
— Straits times Index 3,190 3,314/2,651 2,898 2,898/1,455
----- End of picture text -----
115
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
41. Financial Risk Management Objectives and Policies (continued)
(e) Equity price risk (continued)
the Group uses Value at Risk (the “VaR”) model to assess possible changes in the market value of the investment portfolios based on historical data from the past two years. the VaR model that the Group adopted is an estimate, using a confidence level of 95 per cent. of the potential loss that is not expected to be exceeded if the current market risk positions held unchanged for 10 days. the VaR figures are regularly reviewed by senior management of the Group to ensure the loss arising from the changes in the market value of the investment portfolios is capped within an acceptable range.
the amounts of VaR for the investment portfolios of the Group stated at fair value are shown as follows:
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----- Start of picture text -----
Carrying
amount VaR
HK$’000 HK$’000
2010
Financial assets:
Hong Kong 13,523 1,375
Republic of Singapore 3,420 348
Global and other 96,905 9,855
2009
Financial assets:
Hong Kong 25,081 2,549
Republic of Singapore 3,095 349
Global and other 115,973 9,810
----- End of picture text -----
(f) Capital management
the primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’ value.
the Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. to maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
Certain subsidiaries of the Company are regulated by the Securities and Futures Commission (the “SFC”) and are required to comply with certain minimum capital requirements according to the rules of the SFC. Management monitors, on a daily basis, these subsidiaries’ liquid capital to ensure they meet the minimum liquid capital requirement in accordance with the Securities and Futures (Financial Resources) Rule.
116
Hongkong Chinese Limited ANNUALREPORT 2010
Notes to the Financial Statements (continued)
41. Financial Risk Management Objectives and Policies (continued)
(f) Capital management (continued)
Under the terms of Macau banking legislation, MCB, is required to transfer to a legal reserve an amount equal to a minimum of 20 per cent. of its annual profit after tax until the amount of the reserve is equal to 50 per cent. of its respective issued and fully paid up share capital. thereafter, transfers must continue at a minimum annual rate of 10 per cent. of its annual profit after tax until the reserve is equal to MCB’s issued and fully paid up share capital. this reserve is only distributable in accordance with certain limited circumstances prescribed by statute. MCB monitors solvency ratio under the requirement of Autoridade Monetária de Macau, the Monetary Authority of Macau, and keeps the ratio at not less than 8 per cent. throughout the current year.
no changes were made in the objectives, policies or processes for managing capital during the years ended 31st December, 2010 and 31st December, 2009.
the Group monitors capital using a gearing ratio, which is calculated by dividing its total borrowings, net of non-controlling interests, by total shareholders’ equity. total borrowings include current and non-current bank and other borrowings. total shareholders’ equity represents equity attributable to equity holders of the Company.
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Group
2010 2009
HK$’000 HK$’000
Bank and other borrowings (Note 26) 532,698 499,358
Less: non-controlling interests in bank and other borrowings (11,295) —
Bank and other borrowings, net of non-controlling interests 521,403 499,358
equity attributable to the equity holders of the Company 8,048,949 4,462,168
Gearing ratio 6 per cent. 11 per cent.
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42. Comparative Figures
As further explained in note 2.2 to the financial statements, due to the adoption of the new and revised HKFRSs during the current year, the accounting treatment and presentation of certain items and balances in the financial statements have been revised to comply with the new requirements. Accordingly, certain comparative amounts have been reclassified and restated to conform with the current year’s presentation and accounting treatment. Statements of financial position as at 1st January, 2009 have not been presented in these financial statements as the adoption of the new and revised HKFRSs has had no impact on the statements of financial position as at 1st January, 2009.
43. Approval of the Financial Statements
the financial statements were approved and authorised for issue by the Board of Directors on 30th March, 2011.
117
Hongkong Chinese Limited ANNUALREPORT 2010
Particulars of Principal Subsidiaries
Particulars of principal subsidiaries as at 31st December, 2010 are as set out below.
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----- Start of picture text -----
Percentage of
equity attributable
Place of Nominal value of to the
incorporation/ issued and fully Company/Group
registration and paid ordinary (unless otherwise
Name of company operations share capital stated) [#] Principal activities
Allyield Limited British Virgin Islands US$1 — 100 Investment holding
Capital Place British Virgin Islands/ US$1 — 100 Property investment
International Limited Republic of the
Philippines
Centech Limited British Virgin Islands US$1 — 100 Investments and
business consultancy
成都力寶置業有限公司 People’s Republic of US$3,000,000* — 100 Property investment
(Chengdu Lippo China and management
Realty Limited)
Choregeo Pte. Ltd. Republic of Singapore S$1,000,000 — 100 Property investment
Conrich Inc. British Virgin Islands US$1 — 100 Investment holding
Cyberspot Limited British Virgin Islands US$1 — 100 Investment holding
Cyfield Limited British Virgin Islands US$1 — 100 Property investment
everwin Pacific Ltd. British Virgin Islands US$1 — 100 Property investment
Fiatsco Limited British Virgin Islands US$1 — 100 Investment holding
Firstclass Real estate Macau MoP25,000 — 100 Property investment
Development Limited
Gemark Limited Hong Kong HK$1 — 100 Investment holding
Goldlux Holdings Limited British Virgin Islands US$1 — 100 Investments
Goldsney Investment Hong Kong HK$2 — 100 Securities investment
Limited
HKC Property Investment British Virgin Islands US$1 100 100 Investment holding
Holdings Limited
HKC Realty LLC United States of US$2,250,000 — 100 Property investment
America
HKCL Investments British Virgin Islands US$1 100 100 Investment holding
Limited
Hong Kong Housing Hong Kong HK$40,000,000 — 100 Money lending
Loan Limited
ImPac Asset Hong Kong HK$8,500,000 — 100 Investment advisory
Management (HK) and asset
Limited management
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Hongkong Chinese Limited ANNUALREPORT 2010
Particulars of Principal Subsidiaries (continued)
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Percentage of
equity attributable
Place of Nominal value of to the
incorporation/ issued and fully Company/Group
registration and paid ordinary (unless otherwise
Name of company operations share capital stated) [#] Principal activities
ImPac Asset British Virgin Islands US$2,000,100 — 100 Investment holding
Management
(Holdings) Ltd.
ImPac Fund Managers British Virgin Islands US$13,000 — 100 Fund management
(BVI) Ltd.
Lifepower Limited British Virgin Islands US$1 — 100 Investment holding
Lippo Asia Limited Hong Kong HK$120,000,000 — 100 Investment holding
Lippo Asset Management Hong Kong HK$400,000 — 100 Fund management
(HK) Limited
Lippo Futures Limited Hong Kong US$2,000,000 — 100 Commodities
brokerage
Lippo Hospital British Virgin Islands US$1 — 100 Investment holding
Management Inc.
Lippo Medical Holdings British Virgin Islands US$1 — 100 Investment holding
Limited
Lippo Realty (Singapore) Republic of Singapore S$2 — 100 Project management
Pte. Limited
Lippo Securities Hong Kong US$23,000,000 — 100 Investment holding
Holdings Limited
Lippo Securities, Inc. Republic of Pesos 69,500,000 — 100 Investment holding
the Philippines
Lippo Securities Limited Hong Kong HK$220,000,000 — 100 Securities brokerage
Lippo (S) Pte. Ltd. Republic of Singapore S$2,000,000 — 100 Property investment
L.S. Finance Limited Hong Kong HK$5,000,000 — 100 Money lending
Masta Limited British Virgin Islands US$1 — 100 Investment holding
Masuda Limited British Virgin Islands US$10,000 — 100 Investment holding
MGS Ltd. British Virgin Islands US$1 — 100 Investment holding
norfyork International Hong Kong HK$25,000,000 — 100 Investment holding
Limited
okio Ltd. British Virgin Islands/ US$1 — 100 Investment holding
Hong Kong
Pacific Bond Limited British Virgin Islands US$1 — 100 Investment holding
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119
Hongkong Chinese Limited ANNUALREPORT 2010
Particulars of Principal Subsidiaries (continued)
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Percentage of
equity attributable
Place of Nominal value of to the
incorporation/ issued and fully Company/Group
registration and paid ordinary (unless otherwise
Name of company operations share capital stated) [#] Principal activities
Pacific Landmark British Virgin Islands US$1 — 100 Investment holding
Holdings Limited
Peakmillion Asia Limited British Virgin Islands US$1 — 100 Investments
Redsun Ltd. British Virgin Islands/ US$1 — 100 Property investment
Hong Kong
Rosery Inc. British Virgin Islands US$1 — 100 Investment holding
Sinogain Asia Limited British Virgin Islands US$1 — 100 Property investment
Sinorite Limited British Virgin Islands/ US$1 100 100 Investments
Hong Kong
Skyblue International British Virgin Islands US$1 — 100 Investments
Limited
Stargala Limited British Virgin Islands US$1 — 100 Property investment
the Macau Chinese Macau MoP180,000,000 — 100 Banking
Bank Limited
topbest Asia Inc. British Virgin Islands/ US$1 — 100 Investments
Hong Kong
Uchida Limited British Virgin Islands US$1 — 100 Investment holding
Wealtop Limited British Virgin Islands US$1 — 100 Investment holding
Winluck Asia Limited British Virgin Islands US$1 — 100 Property investment
Winluck Pacific Limited British Virgin Islands US$1 — 100 Property investment
Winrider Limited British Virgin Islands US$1 — 100 Investment holding
Winsite Limited British Virgin Islands US$1 — 100 Investments
Winus Holdings Limited British Virgin Islands US$1 — 100 Investment holding
Wonder Plan British Virgin Islands US$1 — 100 Investments
Holdings Limited
Yield Point Limited British Virgin Islands US$1 — 100 Investment holding
北京力寶世紀置業 People’s Republic of US$36,000,000* — 80 Property
有限公司 (Beijing China development
Lippo Century Realty
Co., Ltd.)
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Hongkong Chinese Limited ANNUALREPORT 2010
Particulars of Principal Subsidiaries (continued)
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Percentage of
equity attributable
Place of Nominal value of to the
incorporation/ issued and fully Company/Group
registration and paid ordinary (unless otherwise
Name of company operations share capital stated) [#] Principal activities
technoSolve Limited Hong Kong HK$26,296,000 — 68.65 Development of
computer hardware
and software
科慧(珠海)軟件 People’s Republic of RMB800,000 — 68.65 Development and
有限公司 China sale of banking
software and
technical advisory
Kingtek Limited British Virgin Islands US$100 — 60 Investment holding
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# represents the effective holding of the Group after non-controlling interests therein
* paid up registered capital
** audited by certified public accountants other than Ernst & Young, Hong Kong
Note:
MOP – Macau patacas Pesos – Philippines pesos RMB – People’s Republic of China renminbi S$ – Singapore dollars US$ – United States dollars
the above table includes the subsidiaries of the Company which, in the opinion of the Directors, principally affected the results for the year or formed a substantial portion of the net assets of the Group. to give details of all subsidiaries would, in the opinion of the Directors, result in particulars of excessive length.
121
Hongkong Chinese Limited ANNUALREPORT 2010
Particulars of Principal Associates
Particulars of principal associates as at 31st December, 2010 are as set out below.
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Nominal value Percentage
of issued and of equity
Form of Place of fully paid attributable
business incorporation and ordinary share to the Principal
Name of company structure operations capital Group [#] activities
Greenix Limited Corporate British Virgin Islands US$100,000 50 Investment
holding
Lippo Marina Corporate Republic of Singapore S$1,000,000 50 Property
Collection Pte. development
Ltd.
Lippo ASM Corporate Cayman Islands US$100 49 Investment
Investment management
Management
Limited
Grosswin Limited Corporate British Virgin Islands US$10,000 45 Investment
holding
Goldfix Pacific Ltd. Corporate British Virgin Islands US$15,036.58 39.90 Investment
holding
Lippo ASM Asia Limited Cayman Islands n/A n/A Property-related
Property LP partnership investment
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# represents the effective holding of the Group after non-controlling interests therein
** Lippo ASM Asia Property LP is a limited partnership of which a wholly-owned subsidiary of the Company is the limited partner
Note:
S$ – Singapore dollars US$ – United States dollars
the above table includes the associates of the Company which, in the opinion of the Directors, principally affected the results for the year or formed a substantial portion of the net assets of the Group. to give details of all associates would, in the opinion of the Directors, result in particulars of excessive length.
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Hongkong Chinese Limited ANNUALREPORT 2010
Particulars of Principal Jointly Controlled entities
Particulars of principal jointly controlled entities as at 31st December, 2010 are as set out below.
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Nominal value Percentage
of issued and of equity
Form of Place of fully paid attributable
business incorporation and ordinary share to the Principal
Name of company structure operations capital Group [#] activities
Sunning Asia Limited Corporate British Virgin Islands US$50,000 50 Investment
holding
Lippo Real estate Pte. Corporate Republic of S$1,000,000 50 Property
Limited Singapore development
Yamoo Bay Project Corporate British Virgin Islands US$2 50 Investment
Limited holding
Wealthy Place Limited Corporate British Virgin Islands US$26,835,860 30 Investment
holding
Lippo Project Pte. Limited Corporate Republic of S$37,914,247 30 Property
Singapore development
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# represents the effective holding of the Group after non-controlling interests therein
Note:
S$ – Singapore dollars US$ – United States dollars
123
Hongkong Chinese Limited ANNUALREPORT 2010
Schedule of Properties
(1) Properties Held for Investment as at 31st December, 2010
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Percentage of
Approximate the Group’s
Description Use gross floor area Status interest
(square metres)
PEOPLE’S REPUBLIC OF CHINA
5 floors of Unit 1 Commercial 5,421 Rental 100
Building 1, Lippo tower
no. 62 north Kehua Road
Wuhou District
Chengdu
3rd to 6th Floors, Commercial 2,072 Rental 100
the Macau Chinese Bank Building
Avenida da Praia Grande no. 101
Macau
OVERSEAS
31st Floor Commercial 885 Rental 100
Rufino Pacific tower
Ayala Avenue Corner
Herrera Street, Makati
Metropolitan Manila
Republic of the Philippines
522 S. Sepulveda Boulevard Commercial 925 Rental 100
Los Angeles, CA 90049
United States of America
Apartment no. 2 Residential 153 Rental 100
Blumenthalstrasse 22 (net floor area)
69120 Heidelberg, Germany
Properties Held as Fixed Assets as at 31st December, 2010
Percentage of
Approximate the Group’s
Description Use gross floor area interest
(square metres)
PEOPLE’S REPUBLIC OF CHINA
Basement, Ground Floor, 1st Floor and 2nd Floor Commercial 2,075.5 100
the Macau Chinese Bank Building
Avenida da Praia Grande no. 101
Macau
OVERSEAS
259 ocean Drive Residential 698 100
(Lots 1342L & 1343C of MK34
(Plot B8B-5/6))
Sentosa Cove
Singapore 098538
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(2) Properties Held as Fixed Assets as at 31st December, 2010
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Hongkong Chinese Limited ANNUALREPORT 2010
Schedule of Properties (continued)
(3) Properties Held for Development as at 31st December, 2010
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Stage of
Percentage development
Approximate of the Estimated at 31st
Approximate gross floor Group’s completion December,
Description Use site area area interest date 2010
(square (square
metres) metres)
PEOPLE’S REPUBLIC OF
CHINA
Land Lot no. 4C1, Beijing Multi-use 51,209 270,000 80 2012 Under
economic-technological construction
Development Area
(北京經濟技術開發區)
Beijing
83 estrada de Cacilhas Residential 3,583 18,349 100 Mid 2014 Under planning
Macau stage
OVERSEAS
3 pieces of land at Residential 12,484 n/A 100 n/A Vacant land
Minakami Heights
Golf Residence
Gumma
Japan
Moo 4, Yamu Village Residential 27,292 6,344 50 2012 Under
Ror Por Chor 4003 Road construction
Pa Klog Subdistrict
thalang District
Phuket Province
thailand
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(4) Property Held for Sale as at 31st December, 2010
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Percentage of
Approximate the Group’s
Description Use gross floor area interest
(square metres)
OVERSEAS
854 West Adams Boulevard Residential 723 100
Los Angeles, CA 90007
United States of America
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125
Hongkong Chinese Limited ANNUALREPORT 2010
Summary of Financial Information
A summary of the results and of the assets, liabilities and non-controlling interests of the Group for the five financial years ended 31st December, 2010, as extracted from the published audited consolidated financial statements and reclassified and restated as appropriate, is set out below:
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2010 2009 2008 2007 2006
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Profit/(Loss) attributable to equity
holders of the Company 2,207,172 (325,978) (227,070) 1,267,271 391,472
total assets 9,740,463 6,038,528 6,224,911 6,593,582 5,985,984
total liabilities (1,578,922) (1,386,844) (1,363,994) (1,896,179) (2,694,295)
net assets 8,161,541 4,651,684 4,860,917 4,697,403 3,291,689
non-controlling interests (112,592) (189,516) (191,327) (12,078) (99,285)
equity attributable to equity holders
of the Company 8,048,949 4,462,168 4,669,590 4,685,325 3,192,404
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126