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3SBio Inc. — Annual Report 2011
Mar 30, 2012
49981_rns_2012-03-29_68326290-0839-421a-9a0e-8fcae0d3de80.pdf
Annual Report
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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HONGKONG CHINESE LIMITED 香港華人有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock code: 655)
FINAL RESULTS FOR THE YEAR ENDED 31ST DECEMBER, 2011
FINAL RESULTS
The Directors of Hongkong Chinese Limited (the “Company”) are pleased to announce the consolidated final results of the Company and its subsidiaries (collectively, the “Group”) for the year ended 31st December, 2011 together with the comparative figures for the corresponding period in 2010 as follows:
CONSOLIDATED INCOME STATEMENT
For the year ended 31st December, 2011
| Note Revenue 2 Cost of sales Gross profit Administrative expenses Other operating expenses Fair value gains on investment properties Gain/(Loss) on disposal of available-for-sale financial assets Net fair value gain/(loss) on financial assets at fair value through profit or loss Finance costs Share of results of associates 4 Share of results of jointly controlled entities Profit before tax 5 Income tax 6 Profit for the year |
2011 2010 HK$’000 HK$’000 103,269 121,600 (19,304) (22,449) 83,965 99,151 (106,725) (102,137) (78,034) (44,422) 5,314 2,146 4,767 (244) (18,511) 8,343 (8,098) (9,825) 973,390 2,252,385 17,180 671 873,248 2,206,068 (1,180) (1,118) 872,068 2,204,950 |
|---|---|
– 1 –
| Note Attributable to: Equity holders of the Company Non-controlling interests Earnings per share attributable to equity holders of the Company 7 Basic Diluted |
2011 HK$’000 870,919 1,149 872,068 HK cents 44.9 44.8 |
2010 HK$’000 2,207,172 (2,222) 2,204,950 HK cents 121.5 N/A |
|---|---|---|
Details of the distributions payable and proposed for the year are disclosed in Note 8 to the final results.
– 2 –
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31st December, 2011
| Profit for the year Other comprehensive income/(loss) Available-for-sale financial assets: Changes in fair value Reclassification adjustments for disposal Income tax effect Share of other comprehensive income/(loss) of associates: Share of changes in fair value of available-for-sale financial assets Share of effective portion of changes in fair value of cash flow hedges of an associate Share of exchange differences on translation of foreign operations Exchange differences on translation of foreign operations Other comprehensive income/(loss) for the year, net of tax Total comprehensive income for the year Attributable to: Equity holders of the Company Non-controlling interests |
2011 2010 HK$’000 HK$’000 872,068 2,204,950 (1,078) (13,473) 85 (771) (213) (1,800) (1,206) (16,044) (2,559) 231,518 2,823 (7,159) (70,144) 413,254 (69,880) 637,613 (1,593) 78,767 (72,679) 700,336 799,389 2,905,286 795,247 2,897,221 4,142 8,065 799,389 2,905,286 |
|---|---|
– 3 –
As at 31st December, 2011
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Note Non-current assets Goodwill Fixed assets Investment properties Properties under development Interests in associates Interests in jointly controlled entities Available-for-sale financial assets Held-to-maturity financial assets Loans and advances Current assets Properties held for sale Financial assets at fair value through profit or loss Loans and advances Debtors, prepayments and deposits 9 Client trust bank balances Restricted cash Treasury bills Cash and bank balances Current liabilities Bank and other borrowings Creditors, accruals and deposits received 10 Current, fixed, savings and other deposits of customers Tax payable Net current assets Total assets less current liabilities |
2011 HK$’000 71,485 137,169 171,408 1,347,459 7,589,494 185,613 46,304 27,265 41,541 9,617,738 8,545 92,442 199,578 117,323 550,716 466,295 — 406,508 1,841,407 67,349 1,313,919 120,225 1,821 1,503,314 338,093 9,955,831 |
2010 HK$’000 71,485 139,397 162,055 906,477 6,611,610 303,600 90,513 11,832 34,197 |
|---|---|---|
| 8,331,166 | ||
| 8,554 50,936 183,528 102,287 560,850 308 9,700 493,134 |
||
| 1,409,297 | ||
| 291,771 870,014 138,772 3,146 |
||
| 1,303,703 | ||
| 105,594 | ||
| 8,436,760 |
– 4 –
Non-current liabilities Bank and other borrowings Deferred tax liabilities
Net assets
Equity Equity attributable to equity holders of the Company Issued capital Reserves Non-controlling interests
| 2011 HK$’000 699,057 35,808 734,865 9,220,966 2,003,215 7,128,598 9,131,813 89,153 9,220,966 |
2010 HK$’000 240,927 34,292 |
|---|---|
| 275,219 | |
| 8,161,541 | |
| 1,816,715 6,232,234 |
|
| 8,048,949 112,592 |
|
| 8,161,541 |
– 5 –
Note:
1. PRINCIPAL ACCOUNTING POLICIES
The final results have been reviewed by audit committee of the Company.
The accounting policies and basis of preparation adopted in the preparation of these final results are consistent with those used in the Group’s audited financial statements for the year ended 31st December, 2010, except in relation to the following new and revised Hong Kong Financial Reporting Standards (“HKFRS”), Hong Kong Accounting Standards (“HKAS”) and Interpretations (hereinafter collectively referred to as the “new and revised HKFRSs”), which have become effective for accounting periods beginning on or after 1st January, 2011, that are adopted for the first time for the current year’s final results:
HKFRS 1 Amendment Amendment to HKFRS 1 First-time Adoption of Hong Kong Financial Reporting Standards — Limited Exemption from Comparative HKFRS 7 Disclosures for First-time Adopters HKAS 24 (Revised) Related Party Disclosures HKAS 32 Amendment Amendment to HKAS 32 Financial Instruments: Presentation — Classification of Rights Issues HK(IFRIC)-Int 14 Amendments Amendments to HK(IFRIC)-Int 14 Prepayments of a Minimum Funding Requirement HK(IFRIC)-Int 19 Extinguishing Financial Liabilities with Equity Instruments Improvements to HKFRSs 2010 Amendments to a number of HKFRSs issued in May 2010
The adoption of the above new and revised HKFRSs has had no significant financial effect on these final results.
2. 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.
An analysis of the revenue of the Group by principal activity is as follows:
| An analysis of the revenue of the Group by principal activity is as follows: | ||
|---|---|---|
| Property investment Treasury investment Securities investment Corporate finance and securities broking Banking business Project management Other |
2011 HK$’000 11,543 4,708 15,972 43,831 11,393 4,806 11,016 103,269 |
2010 HK$’000 10,032 2,767 12,910 49,057 13,500 20,249 13,085 |
| 121,600 |
– 6 –
Revenue attributable to banking business represents revenue generated from The Macau Chinese Bank Limited, 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:
| Interest income Commission income Other revenues |
2011 HK$’000 9,199 1,916 278 11,393 |
2010 HK$’000 9,827 3,149 524 |
|---|---|---|
| 13,500 |
3. 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.
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Year ended 31st December, 2011
| Property investment HK$’000 Revenue External 11,543 Inter-segment — Total 11,543 Segment results 10,257 Unallocated corporate expenses Finance costs Share of results of associates 703,491 Share of results of jointly controlled entities — Profit before tax Segment assets 287,492 Interests in associates 7,051,866 Interests in jointly controlled entities — Unallocated assets Total assets Segment liabilities 5,430 Unallocated liabilities Total liabilities Year ended 31st December, 2010 Property investment HK$’000 Revenue External 10,032 Inter-segment — Total 10,032 Segment results 4,893 Unallocated corporate expenses Finance costs Share of results of associates 2,241,768 Share of results of jointly controlled entities — Profit before tax Segment assets 302,836 Interests in associates 6,324,604 Interests in jointly controlled entities — Unallocated assets Total assets Segment liabilities 12,360 Unallocated liabilities Total liabilities |
Property development HK$’000 — — — (35,805) 264,331 17,180 1,963,016 536,412 185,613 692,884 Property development HK$’000 — — — (7,387) 5,043 671 1,083,931 285,864 303,600 205,950 |
Treasury investment HK$’000 4,708 — 4,708 4,254 — — 256,675 — — — Treasury investment HK$’000 2,767 — 2,767 2,446 — — 245,930 — — — |
Securities investment HK$’000 15,972 — 15,972 (2,253) — — 166,011 — — — Securities investment HK$’000 12,910 — 12,910 19,093 — — 153,281 — — — |
Corporate finance and securities broking HK$’000 43,831 — 43,831 (21,281) — — 674,841 778 — 597,098 Corporate finance and securities broking HK$’000 49,057 — 49,057 (2,165) — — 694,638 778 — 628,303 |
Banking business HK$’000 11,393 — 11,393 136 — — 267,081 — — 122,958 Banking business HK$’000 13,500 — 13,500 707 — — 294,063 — — 136,281 |
Project management HK$’000 4,806 4,329 9,135 (8,305) — — 11,659 — — 136 Project management HK$’000 20,249 16,261 36,510 13,261 — — 21,942 — — 314 |
Other HK$’000 11,016 6,898 17,914 9,664 5,568 — 27,576 438 — 2,954 Other HK$’000 13,085 7,345 20,430 (2,475) 5,574 — 26,675 364 — 2,939 |
Inter- segment elimination HK$’000 — (11,227) (11,227) (11,227) — — — — — — Inter- segment elimination HK$’000 — (23,606) (23,606) (23,606) — — — — — — |
Consolidated HK$’000 103,269 — |
|---|---|---|---|---|---|---|---|---|---|
| 103,269 | |||||||||
| (54,560) (54,664) (8,098) 973,390 17,180 |
|||||||||
| 873,248 | |||||||||
| 3,654,351 7,589,494 185,613 29,687 |
|||||||||
| 11,459,145 | |||||||||
| 1,421,460 816,719 |
|||||||||
| 2,238,179 | |||||||||
| Consolidated HK$’000 121,600 — |
|||||||||
| 121,600 | |||||||||
| 4,767 (41,930) (9,825) 2,252,385 671 |
|||||||||
| 2,206,068 | |||||||||
| 2,823,296 6,611,610 303,600 1,957 |
|||||||||
| 9,740,463 | |||||||||
| 986,147 592,775 |
|||||||||
| 1,578,922 |
– 8 –
Geographical information
(a) Revenue from external customers
| Revenue from external customers | ||
|---|---|---|
| Hong Kong Macau Mainland China Republic of Singapore Other |
2011 HK$’000 60,756 14,184 10,267 11,085 6,977 103,269 |
2010 HK$’000 64,708 16,234 7,518 26,653 6,487 |
| 121,600 |
The revenue information above is based on the location of the customers.
(b) Non-current assets
| Hong Kong Macau Mainland China Republic of Singapore Other |
2011 HK$’000 1,658 631,707 940,827 7,883,904 86,073 9,544,169 |
2010 HK$’000 1,283 594,658 524,491 7,024,988 83,401 |
|---|---|---|
| 8,228,821 |
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, 2011 and 2010.
4. SHARE OF RESULTS OF ASSOCIATES
The amount included the Group’s share of profit in Lippo ASM Asia Property LP (“LAAP”) of approximately HK$703,491,000 (2010 — HK$2,241,768,000) and share of profit from Lippo Marina Collection Pte. Ltd. (“Lippo Marina”) of approximately HK$264,331,000 (2010 — HK$5,043,000). LAAP, a property fund which carries the objective of investing in real estate in Asia, invested in Overseas Union Enterprise Limited (“OUE”), a listed company in the Republic of Singapore which is principally engaged in property investment and development and hospitality business. The profit in 2011 was mainly attributable to the increase in recurrent income and the fair value gain on an investment property of OUE. Lippo Marina was set up for the purpose of a property development project in Republic of Singapore, namely Marina Collection. Marina Collection was completed in April 2011 and share of profits arising from the sold units were recognised during the year.
– 9 –
5. PROFIT BEFORE TAX
Profit before tax is arrived at after crediting/(charging):
| Profit before tax is arrived at after crediting/(charging): | ||
|---|---|---|
| 2011 | 2010 | |
| HK$’000 | HK$’000 | |
| Interest income: | ||
| Unlisted financial assets at fair value through profit or loss | 324 | 529 |
| Listed available-for-sale financial assets | 1,526 | 1,486 |
| Listed held-to-maturity financial assets | 1,770 | 891 |
| Loans and advances | 1,831 | 693 |
| Banking business | 9,199 | 9,827 |
| Other | 4,708 | 2,767 |
| Dividend income: | ||
| Listed investments | 1,247 | 728 |
| Unlisted investments | 391 | 621 |
| Gain/(Loss) on disposal of: | ||
| Listed financial assets at fair value through profit or loss | 5,230 | 3,293 |
| Unlisted financial assets at fair value through profit or loss | 5,484 | 5,362 |
| Unlisted available-for-sale financial assets | 4,767 | (244) |
| Net fair value gain/(loss) on financial assets at fair value through profit or loss: | ||
| Listed | (21,339) | 2,934 |
| Unlisted | 2,828 | 5,409 |
| Provision for impairment losses on properties under development | (189) | (180) |
| Allowance for bad and doubtful debts | (5,475) | (6,309) |
| Interest expense attributable to banking business | (738) | (531) |
| Gain on disposal of a subsidiary | — | 790 |
| Depreciation | (9,828) | (4,603) |
| Gain on disposal of fixed assets | 10 | 15 |
6. INCOME TAX
| Hong Kong: Charge for the year Underprovision/(Overprovision) in prior years Overseas: Charge for the year Overprovision in prior years Deferred Total charge for the year |
2011 HK$’000 477 172 649 97 (378) 812 531 1,180 |
2010 HK$’000 488 (469) 19 757 (244) 586 1,099 1,118 |
|---|---|---|
Hong Kong profits tax has been provided at the rate of 16.5 per cent. (2010 — 16.5 per cent.) on the estimated assessable profits arising in Hong Kong during the year. Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries/jurisdictions in which the Group operates.
– 10 –
7. EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
(a) Basic earnings per share
Basic earnings per share is calculated based on (i) the consolidated profit for the year attributable to equity holders of the Company; and (ii) the weighted average number of 1,939,183,000 ordinary shares (2010 — 1,816,660,000 ordinary shares) in issue during the year.
(b) Diluted earnings per share
Diluted earnings per share for the year ended 31st December, 2011 is calculated based on (i) the consolidated profit for the year attributable to equity holders of the Company; and (ii) the weighted average number of 1,942,256,000 ordinary shares, calculated as follows:
| Weighted average number of ordinary shares in issue during the year used in the basic earnings per share calculation Effect of dilution — weighted average number of ordinary shares: Share options |
Number of shares 2011 1,939,183,000 3,073,000 |
|---|---|
| 1,942,256,000 |
No diluted earnings per share is presented for the year ended 31st December, 2010 as the share options and warrants outstanding during the year had no dilutive effect on the basic earnings per share.
8. DISTRIBUTIONS
| Final distribution, proposed, of HK2 cents (2010 — HK2 cents) per ordinary share Special final distribution, proposed, of HK1 cent (2010 — Nil) per ordinary share |
2011 HK$’000 40,034 20,017 60,051 |
2010 HK$’000 36,808 — |
|---|---|---|
| 36,808 |
The proposed final distribution and special final distribution for the year are subject to the approval of the Company’s shareholders at the forthcoming annual general meeting.
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9. DEBTORS, PREPAYMENTS AND DEPOSITS
Included in the balances are trade debtors with an aged analysis as follows:
| Included in the balances are trade debtors with an aged analysis as follows: | ||
|---|---|---|
| Outstanding balances with ages: Repayable on demand Within 30 days Between 61 and 90 days Between 91 and 180 days Over 180 days |
2011 HK$’000 50,076 5,649 — 125 9 55,859 |
2010 HK$’000 42,224 35,717 4 — — |
| 77,945 |
Trading terms with customers are either on a cash basis or credit. For those customers who trade on credit, a credit period is allowed according to relevant business practice. Credit limits are set for customers. The Group seeks to maintain tight control over its outstanding receivables in order to minimise credit risk. Overdue balances are regularly reviewed by senior management.
Except for receivables from certain securities brokers which are interest-bearing, the balances of trade debtors are non-interest-bearing.
10. CREDITORS, ACCRUALS AND DEPOSITS RECEIVED
Included in the balances are trade creditors with an aged analysis as follows:
| Outstanding balances with ages: Repayable on demand Within 30 days |
2011 HK$’000 435,334 169,644 604,978 |
2010 HK$’000 585,921 33,269 |
|---|---|---|
| 619,190 |
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, 2011, total client trust bank balances amounted to HK$550,716,000 (2010 — HK$560,850,000).
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.
– 12 –
MANAGEMENT DISCUSSION AND ANALYSIS
Uncertainties surrounding the US economy and the sovereign debt crises in Europe over-shadowed the global economic environment in 2011. In mainland China, the Central Government implemented more tightening policies to cool down the economy. The Group reported a profit attributable to shareholders of HK$871 million for 2011 (2010 — HK$2,207 million). Apart from the normal operating income, the Group was benefited from the increase in recurrent income and the fair value gain on an investment property under the Group’s associates and the share of profit from Singapore property development projects completed during the year. The reduction in profit was primarily attributable to lower fair value gain of investment properties of the Group’s associates as compared with last year.
Results for the year
Property investment
The revenue of the property investment business increased to HK$12 million (2010 — HK$10 million) in 2011, resulted from the higher rental rates for Lippo Tower in Chengdu. In addition, the Group also benefited from the revaluation gains of the Group’s investment properties, the segment registered a profit of HK$10 million (2010 — HK$5 million).
The Group has invested in a property fund, Lippo ASM Asia Property LP (together with its subsidiaries, the “LAAP Group”), which has indirect interests in Overseas Union Enterprise Limited (“OUE”), a listed company in Singapore principally engaged in property investment and development and hospitality business. The hotels managed by OUE, including Mandarin Orchard Singapore and the newly acquired Crowne Plaza Changi Airport Hotel, are strategically located in various well known tourist destinations of Singapore, Malaysia and mainland China. OUE Bayfront, a prime office building near Marina Bay, obtained the temporary occupation permit in January 2011 and started to generate rental income. Together with DBS Building Towers One and Two acquired in September 2010 and Mandarin Gallery, a premier luxury retail mall at Orchard Road, Singapore, the investment property portfolio provided a higher and recurring source of revenue to OUE. OUE also holds interests in One Raffles Place near Marina Bay, the central financial and business district of Singapore. One Raffles Place Tower Two, a 38-storey Grade A office building adjoining One Raffles Place Tower One, is expected to commence leasing in 2012. Pre-sale of a residential property development project, namely Twin Peaks, at 33 Leonie Hill Road in Singapore has started. The Group registered a share of profit of HK$703 million from the LAAP Group during the year (2010 — HK$2,242 million). The profit was mainly attributable to the fair value gain on OUE Bayfront and higher income from the hospitality division and property investment division. LAAP’s controlling stake in OUE decreased from approximately 67.1 per cent. as at 31st December, 2010 to approximately 65.6 per cent. as at 31st December, 2011. During the year, a net increase of the share of equity interest of HK$94 million was recorded directly in the reserves of the LAAP Group, mainly due to the share buy-back by OUE.
Property development
The Group has participated in a number of well-located property development projects in mainland China, Macau, Singapore and Thailand.
In Singapore, Marina Collection and The Holland Collection, joint venture development projects in Sentosa Cove and Holland Road respectively, were completed in 2011. Profits arising from the sold units have been recognised and the Group recorded share of profit of HK$282 million from these
– 13 –
projects during the year. Pre-sale of Centennia Suites, another property development project at Kim Seng Road, was launched and all units were sold out in 2010. Centennia Suites is scheduled to be completed in 2013, and profit arising therefrom will be recognised upon completion of the development.
In mainland China, construction of an integrated residential, commercial and retail complex at the Beijing Economic-Technological Development Area is progressing well and is expected to be completed in 2013. With the pre-sale permit obtained in July 2011, pre-sale has been launched.
Foundation work of M Residences, a property development project in Macau, also commenced in 2011. Pre-sale has been launched since November 2011 and has received satisfactory response. M Residences is expected to be completed in 2014.
Treasury and securities investments
The global investment market is challenging and full of uncertainties. Anticipating future volatility, the Group cautiously managed its investment portfolio with a continuing focus on improving the overall asset quality. In 2011, treasury and securities investments business recorded a revenue of HK$21 million (2010 — HK$16 million), with a net profit of HK$2 million (2010 — HK$22 million). The drop in net profit was mainly attributable to the fair value loss on security investments.
Corporate finance and securities broking
In 2011, market sentiments were adversely affected by uncertainties resulting from the post-earthquake recession in Japan, Eurozone financial crisis and inflation pressures. Investors have become cautious in the highly volatile markets. The Group’s corporate finance and securities broking business was also affected, recording a turnover of HK$44 million in 2011 (2010 — HK$49 million) and a loss of HK$21 million (2010 — HK$2 million).
Banking business
The Macau Chinese Bank Limited (“MCB”), a licensed bank in Macau, is a wholly-owned subsidiary of the Company. Although the Macau economy has rebounded since 2010, the operating environment has been tough because of increasing operating costs and inflation pressure. MCB managed to maintain the quality of its client and loan portfolio, and management continued to lend conservatively and seek growth in areas where appropriate. The banking business recorded a turnover of HK$11 million (2010 — HK$14 million), and contributed profit to the Group.
Other businesses
As most of the property development projects managed are either completed or nearing the completion stage, the revenue of the project management segment decreased to HK$5 million in 2011 (2010 — HK$20 million), and recorded a loss of HK$8 million (2010 — profit of HK$13 million).
Financial position
As at 31st December, 2011, the Group’s total assets increased to HK$11.5 billion (2010 — HK$9.7 billion). Property-related assets increased to HK$10.0 billion (2010 — HK$8.3 billion), representing 87 per cent. (2010 — 85 per cent.) of the total assets. Total liabilities increased to HK$2.2 billion (2010 — HK$1.6 billion). The Group’s financial position remained healthy and the
– 14 –
current ratio (measured as current assets to current liabilities) was 1.2 to 1 (2010 — 1.1 to 1). The net asset value of the Group remained strong and increased to HK$9.1 billion (2010 — HK$8.0 billion). This was equivalent to HK$4.6 per share (2010 — HK$4.4 per share).
As at 31st December, 2011, bank and other borrowings of the Group (other than those attributable to banking business) increased to HK$766 million (2010 — HK$533 million). The bank loans amounted to HK$709 million (2010 — HK$348 million), which were denominated in Hong Kong dollars and Renminbi (2010 — Renminbi and United States dollars). The bank loans were secured by first legal mortgages over certain properties and certain bank deposits of the Group. The bank loans carried interest at floating rates. Approximately 10 per cent. (2010 — 84 per cent.) of the bank loans were repayable within one year. The Group’s other borrowings as at 31st December, 2011 comprised of unsecured loans advanced from Lippo Limited of HK$57 million (2010 — HK$185 million). Such advance would be repayable on or before 31st December, 2013. At the end of the year, the gearing ratio (measured as total borrowings, net of non-controlling interests, to shareholders’ funds) slightly increased to 7 per cent. (2010 — 6 per cent.).
During the year, 186,500,173 units of warrants of the Company were exercised at HK$1.25 each, with an aggregate subscription value of approximately HK$233 million. The Company has issued 186,500,173 ordinary shares of HK$1.00 each upon exercise of such warrants.
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 foreign exchange exposure.
Apart from the abovementioned, there were no charges on the Group’s assets at the end of the year (2010 — Nil). Aside from those arising from the normal course of the Group’s banking operation, the Group had no material contingent liabilities outstanding (2010 — Nil).
As at 31st December, 2011, the Group’s total capital commitment increased to HK$715 million (2010 — HK$556 million), mainly attributable to the property development projects in Macau and 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 220 employees as at 31st December, 2011 (2010 — 198 employees). Staff costs (including directors’ emoluments) charged to the income statement during the year amounted to HK$71 million (2010 — HK$72 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
2012 will continue to be a challenging year, as the European sovereign debt crises have not only caused turmoil in Eurozone economies, but also upset the global economy. There is growing concern that the world economy may face deepening volatility, unless the European debt problems can be resolved. Though inflationary pressure and tightening monetary measures in mainland China are lessened, the business environment is still challenging. However, the Group remains positive of the prospects of the Asia Pacific region over the medium term and will continue to focus on business development in the region. The Group will anticipate and respond to the fast changing market conditions, refine its existing businesses and prudently seek new investment opportunities with longterm growth potential.
– 15 –
BUSINESS REVIEW
2011 was a difficult and challenging year for the world’s major economies. Struck by the widening sovereign debt crisis in a number of European countries, the downgrade of US long-term sovereign debt rating, continuing weak economic recovery in the US and the lingering aftermath of the devastating earthquake, tsunami and nuclear leakage disaster in Japan, the major economies suffered and showed little growth. With consumer and investor confidence and job markets staying weak, the economic prospect in the major economies is for continuing sluggishness. In contrast, much of the Asia region (outside Japan) recorded steady growth in 2011.
China continued to be the Asia’s economic driving force, helped by strong domestic demand and continuing strong exports. However, inflation rose well above target levels which brought renewed monetary actions by the Central Bank in the first half of 2011 to restrict credit expansion and bring down inflation, through, inter alia, increases of the banking reserve requirement and Renminbi base rates. These monetary actions appear to have an effective impact. Apart from China, the South East Asian countries, including Singapore, have been the other main contributors to the continuing steady economic growth in Asia.
Benefiting from the steady economic growth in the Asian regions in which the Group has operations, the Group recorded a consolidated profit attributable to shareholders of approximately HK$871 million for the year ended 31st December, 2011, as compared to a profit of HK$2,207 million recorded in 2010. The profit was mainly attributable to the fair value gain on an investment property under the Group’s associates, and the share of profit from the sale of certain residential units upon the completion of property development projects in Singapore during the year.
In Singapore, the opening of the new integrated resorts, strong tourist arrivals, and its continuing role as one of the major financial centres in Asia have contributed to the country’s continued economic growth in 2011. The strong property markets, especially in the office and commercial segments, have greatly benefited the Group’s performance in Singapore.
The certificate of statutory completion for “Marina Collection” (the Group has a 50 per cent. interest) was obtained in 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 52 units have been sold and some of the units have been let out. Profits arising from the sale of the units prior to 2011 year end have been recognised in the 2011 annual results of the Group. With the opening of the integrated casino/recreational resort on the Sentosa Island, the Group is confident about the prospects of “Marina Collection”.
The Group has a 30 per cent. interest in “The Holland Collection” located at 53 Holland Road, Singapore. With a site area of approximately 3,376 square metres, it has been developed into a lowrise luxury residential development with a total saleable area of approximately 5,497 square metres, with temporary occupation permit obtained in September 2011. All the 26 residential units in this project have been sold.
The Group also has a 50 per cent. interest in “Centennia Suites” located at 100 Kim Seng Road, Singapore. “Centennia Suites”, with a site area of approximately 5,611 square metres, will be redeveloped into a residential development with a saleable area of approximately 16,182 square metres. It is expected that completion will take place in 2013. All the 97 residential units in this project have been pre-sold.
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Lippo ASM Asia Property LP (“LAAP”, together with its subsidiaries, the “LAAP Group”), of which a wholly-owned subsidiary of the Company is the limited partner, was set up with the objective of investing in real estate and hospitality service businesses in the Asia region. As at 31st December, 2011, the LAAP Group held a majority stake of approximately 65.6 per cent. 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 Building Towers One and Two as well as hotels in the Asia region, including the famous Mandarin Orchard Singapore. In July 2011, OUE completed the acquisition of 100 per cent. stake of the Crowne Plaza Changi Airport Hotel. The Mandarin Gallery at the Mandarin Orchard Singapore, a premier luxury retail mall with retail space of around 11,639 square metres, is enjoying nearly full occupancy. The office development at OUE Bayfront was completed in January 2011. This bespoke portfolio of well diversified and high quality properties will help to generate substantial and stable recurrent income for OUE.
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) in Beijing (the “BDA Project”). With a total site area of approximately 51,209 square metres, the BDA Project, in which the Group has an 80 per cent. interest, will be developed into an integrated residential, commercial and retail complex with a total gross floor area of about 275,000 square metres, including basements. Superstructure works are substantially completed and completion of the whole project is expected to be in 2013. Pre-sale has been launched in the second half of 2011 and the response has been satisfactory. As at 24th March, 2012, about 47 per cent. of the total saleable area was sold.
The Group will develop the site situated at 83 Estrada de Cacilhas, Macau, with an area of approximately 3,398 square metres, into a residential development now named as “M Residences”. The Group has a 100 per cent. interest in this project which will be developed into 311 residential units with a total saleable area of approximately 26,025 square metres. Foundation work has commenced in late 2011. With completion expected to be in 2014, pre-sale had been launched and received favourable market response.
The Macau Chinese Bank Limited (“MCB”), a wholly-owned subsidiary of the Company, maintained a steady performance in 2011 amidst 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 local economy, the local stock market was weak and inactive in 2011 with low initial public offering activities. Participation from retail investors remained tepid and cautious given the continuing uncertain market conditions. 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 China and economic developments globally, especially in Europe and the US.
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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In 2008, the Company issued 202,024,362 units of warrants (the “Warrants”) entitling the holder of one unit to subscribe for one ordinary share of the Company at a subscription price of HK$1.25. In accordance with the terms and conditions of the instrument of the Warrants, the subscription rights under the Warrants expired on 4th July, 2011 and listing of the Warrants on The Stock Exchange of Hong Kong Limited was withdrawn on that same day. Up to the expiry of the Warrants, the subscription rights attaching to a total of 186,563,826 units of the Warrants, with an aggregate subscription value of approximately HK$233 million, have been exercised by the warrantholders.
PROSPECTS
Prospects for Asia remain positive but the continuing economic uncertainty in the US and Europe suggests that global economic recovery will be slow. The continuing weak US economy and sovereign debt crisis in Europe will continue to dampen the global economic recovery. For much of Asia, the low interest rate environment, itself a result of markets flushed with liquidity, has stoked inflationary pressures. In response, countries like China and India have introduced credit tightening and austerity measures in their efforts to tackle the inflation problem.
The Group will continue to focus on property investment and property development businesses in Asia Pacific region for its long term growth. Management is however watchful of the economic challenges ahead. Management will accordingly continue to take a cautious and prudent approach in the management of the Group’s property portfolio and businesses and in its assessment of new investment opportunities.
DISTRIBUTIONS
The Directors have resolved to recommend to shareholders at the forthcoming Annual General Meeting (the “2012 AGM”) the payment of a final distribution of HK2 cents per share (2010 — HK2 cents per share) and a special final distribution of HK1 cent per share (2010 — Nil), amounting in aggregate to approximately HK$60 million for the year ended 31st December, 2011 (2010 — approximately HK$39.3 million), which will be paid on Friday, 6th July, 2012 to the shareholders whose names appear on the Company’s Register of Members on Wednesday, 13th June, 2012. These represent total distributions for the year ended 31st December, 2011 (2010 — approximately HK$39.3 million).
CLOSURE OF REGISTER OF MEMBERS
The Register of Members of the Company will be closed during the following periods:
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(i) from Thursday, 31st May, 2012 to Tuesday, 5th June, 2012 (both dates inclusive) during which period no transfer of shares will be registered, for the purpose of ascertaining shareholders’ entitlement to attend and vote at the 2012 AGM. In order to be entitled to attend and vote at the 2012 AGM, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with Tricor Tengis Limited, the Company’s Branch Share Registrars in Hong Kong, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 30th May, 2012; and
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(ii) from Monday, 11th June, 2012 to Wednesday, 13th June, 2012 (both dates inclusive) during which period no transfer of shares will be registered, for the purpose of ascertaining shareholders’ entitlement to the proposed final distribution and special final distribution. In order to qualify for the proposed final distribution and special final distribution, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with Tricor
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Tengis Limited, the Company’s Branch Share Registrars in Hong Kong, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 8th June, 2012.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
During the year ended 31st December, 2011, there was no purchase, sale or redemption of the Company’s listed securities by the Company or any of its subsidiaries.
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, 2011.
CODE ON 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.
To the best knowledge and belief of the Directors, the Directors consider that for the year ended 31st December, 2011, the Company has complied with the code provisions of the Code on Corporate Governance Practices contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in force prior to 1st April, 2012.
By Order of the Board Hongkong Chinese Limited John Lee Luen Wai Chief Executive Officer
Hong Kong, 29th March, 2012
As at the date of this announcement, the executive Directors of the Company are Messrs. Stephen Riady (Chairman), John Lee Luen Wai (Chief Executive Officer) and Kor Kee Yee; the non-executive Director of the Company is Mr. Leon Chan Nim Leung; and the independent non-executive Directors of the Company are Messrs. Albert Saychuan Cheok, Victor Yung Ha Kuk and Tsui King Fai.
* For identification purpose only
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