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3SBio Inc. Annual Report 2015

Jun 30, 2015

49981_rns_2015-06-29_cec0a93e-05be-427a-adc9-f7741a854253.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 MARCH, 2015

The Directors of Hongkong Chinese Limited (the “Company”) announce the consolidated final results of the Company and its subsidiaries (collectively, the “Group”) for the year ended 31st March, 2015 together with the comparative figures for the corresponding period in 2014 as follows:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the year ended 31st March, 2015

Note
Revenue
2
Cost of sales
Gross profit
Administrative expenses
Other operating expenses
Net fair value gain on investment properties
Net fair value loss on financial assets
at fair value through profit or loss
Provisions for impairment losses on associates
Finance costs
Share of results of associates
Share of results of joint ventures
4
Profit before tax
5
Income tax
6
Profit for the year
2015
HK$’000
228,679
(75,967)
152,712
(93,768)
(50,307)
31,555
(9,464)
(6,986)
(3,478)
2,962
384,786
408,012
(33,665)
374,347
2014
HK$’000
3,969,891
(2,108,669)
1,861,222
(86,079)
(144,781)
8,447
(1,181)
(778)
(1,344)
34,680
(346,068)
1,324,118
(821,147)
502,971

– 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
2015
HK$’000
364,019
10,328
374,347
HK cents
18.2
N/A
2014
HK$’000
313,577
189,394
502,971
HK cents
15.7
N/A

– 2 –

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31st March, 2015

Profit for the year
Other comprehensive income/(loss)
Other comprehensive income/(loss) to be reclassified to
profit or loss in subsequent periods:
Available-for-sale financial assets:
Changes in fair value
Adjustments for disposal
Adjustment for impairment losses
Income tax effect
Share of other comprehensive income/(loss) of
joint ventures:
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
Share of exchange differences on translation of
foreign operations
Share of exchange differences on translation of
a foreign associate
Exchange differences on translation of foreign operations
Adjustments relating to disposal of foreign subsidiaries
Net other comprehensive loss to be reclassified to profit or
loss in subsequent periods and other comprehensive loss
for the year, net of tax
Total comprehensive income/(loss) for the year
Attributable to:
Equity holders of the Company
Non-controlling interests
2015
HK$’000
374,347
(1,980)
4
3,187
1,025
2,236
25,210
10,198
(545,017)
(509,609)
(1,482)
(66,860)
7
(575,708)
(201,361)
(211,925)
10,564
(201,361)
2014
HK$’000
502,971
(5,436)
323

2,428
(2,685)
99,159
(3,242)
(125,080)
(29,163)

(8,902)
(1,234)
(41,984)
460,987
270,406
190,581
460,987

– 3 –

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31st March, 2015

Note
Non-current assets
Goodwill
Fixed assets
Investment properties
Interests in associates
Interests in joint ventures
Available-for-sale financial assets
Loans and advances
Current assets
Properties held for sale
Properties under development
Loans and advances
Debtors, prepayments and deposits
9
Available-for-sale financial assets
Financial assets at fair value through profit or loss
Tax recoverable
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
2015
HK$’000
71,485
65,327
245,178
439,456
7,768,009
88,904
111,256
8,789,615
115,571
816,766
280,847
119,355
24,047
108,760
223
324,982
70,099
38,800
1,748,980
3,648,430
464,542
935,700
444,582
296,220
2,141,044
1,507,386
10,297,001
2014
HK$’000
71,485
16,915
219,917
506,968
7,978,964
104,245
91,151
8,989,645
173,087
633,422
276,447
167,022
3,753
123,474
518
311,353
174,303
33,950
2,289,239
4,186,568
308,387
1,177,804
332,180
611,570
2,429,941
1,756,627
10,746,272

– 4 –

Non-current liabilities
Deferred tax liabilities
Net assets
Equity
Equity attributable to equity holders of the Company
Share capital
Reserves
Non-controlling interests
2015
HK$’000
50,742
10,246,259
1,998,280
8,140,880
10,139,160
107,099
10,246,259
2014
HK$’000
106,724
10,639,548
1,998,280
8,393,235
10,391,515
248,033
10,639,548

– 5 –

Note:

1. PRINCIPAL ACCOUNTING POLICIES

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 March, 2014, except in relation to the following new and revised Hong Kong Financial Reporting Standards (“HKFRSs”), Hong Kong Accounting Standards (“HKASs”) and Interpretations, that are adopted for the first time for the current year’s final results:

Amendments to HKFRS 10, HKFRS 12 and Investment Entities HKAS 27 (2011) Amendments to HKAS 32 Offsetting Financial Assets and Financial Liabilities Amendments to HKAS 39 Novation of Derivatives and Continuation of Hedge Accounting HK(IFRIC)-Int 21 Levies Amendment to HKFRS 2 included in Definition of Vesting Condition[1] Annual Improvements 2010-2012 Cycle Amendment to HKFRS 3 included in Accounting for Contingent Consideration in Annual Improvements 2010-2012 Cycle a Business Combination[1] Amendment to HKFRS 13 included in Short-term Receivables and Payables Annual Improvements 2010-2012 Cycle Amendment to HKFRS 1 included in Meaning of Effective HKFRSs Annual Improvements 2011-2013 Cycle

  • 1 Effective from 1st July, 2014

The adoption of the above revised standards and interpretations has had no significant financial effect on these final results.

In addition, the Company has early adopted the amendments to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited issued by the Hong Kong Stock Exchange relating to the disclosure of financial information with reference to the Hong Kong Companies Ordinance (Cap. 622) during the current financial year. The main impact to the financial statements is on the presentation and disclosure of certain information in the financial statements.

– 6 –

2. REVENUE

Revenue represents the aggregate of gross rental income, proceeds from sales of properties, income on treasury investment which includes interest income on bank deposits, income from securities investment which includes gain/(loss) on sales of securities investment, dividend income and related interest income, income from underwriting and securities broking, gross interest income, commissions, dealing income and other revenue 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:

Property investment
Property development_(Note)_
Treasury investment
Securities investment
Corporate finance and securities broking
Banking business
Project management
Other
2015
HK$’000
11,151
116,509
37,564
9,875
20,581
22,280

10,719
228,679
2014
HK$’000
13,103
3,844,180
31,369
15,456
30,175
19,344
4,901
11,363
3,969,891

Note: The revenue mainly represents proceeds from sales of properties of a property development project in Beijing which was completed during the year ended 31st March, 2014.

Revenue attributable to the 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 the banking business is analysed as follows:

Interest income
Commission income
Other revenue
2015
HK$’000
18,566
3,714

22,280
2014
HK$’000
17,032
2,186
126
19,344

– 7 –

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 money markets;

  • (d) the securities investment segment includes dealings in securities and financial assets available-for-sale;

  • (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 unallocated corporate expenses and finance costs are excluded from such measurement.

Segment assets exclude deferred tax assets, tax recoverable and other head office and corporate assets which are managed on a group basis.

Segment liabilities exclude tax payable, deferred tax liabilities and other head office and corporate liabilities which are managed on a group basis.

Inter-segment transactions are on an arm’s length basis in a manner similar to transactions with third parties.

– 8 –

Year ended 31st March, 2015

Revenue
External
Inter-segment
Total
Segment results
Unallocated corporate expenses
Finance costs
Share of results of associates
Share of results of joint ventures
Profit before tax
Segment assets
Interests in associates
Interests in joint ventures
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Property
investment
Property
development
HK$’000
HK$’000
11,151
116,509


11,151
116,509
35,548
38,624

17,916
369,061
15,725
266,825
1,061,111
6,180
433,276
7,753,772
14,237
4,129
571,573
Treasury
investment
HK$’000
37,564

37,564
37,398


1,717,948


Securities
investment
Corporate
finance and
securities
broking
HK$’000
HK$’000
9,875
20,581


9,875
20,581
(7,738)
(10,045)




221,710
378,315





336,253
Banking
business
Project
management
HK$’000
HK$’000
22,280



22,280

2,104





510,223





450,669
Other
Inter-segment
elimination
Consolidated
HK$’000
HK$’000
HK$’000
10,719

228,679
1,366
(1,366)

12,085
(1,366)
228,679
(9,407)
(1,366)
85,118
(61,398)
(3,456)
(14,954)

2,962


384,786
408,012
10,597

4,166,729


439,456


7,768,009
63,851
12,438,045
5,041

1,367,665
824,121
2,191,786
Other
Inter-segment
elimination
Consolidated
HK$’000
HK$’000
HK$’000
10,719

228,679
1,366
(1,366)

12,085
(1,366)
228,679
(9,407)
(1,366)
85,118
(61,398)
(3,456)
(14,954)

2,962


384,786
408,012
10,597

4,166,729


439,456


7,768,009
63,851
12,438,045
5,041

1,367,665
824,121
2,191,786
228,679
85,118
(61,398)
(3,456)
2,962
384,786
408,012
4,166,729
439,456
7,768,009
63,851
12,438,045
1,367,665
824,121
2,191,786

– 9 –

Year ended 31st March, 2014

Revenue
External
Inter-segment
Total
Segment results
Unallocated corporate expenses
Finance costs
Share of results of associates
Share of results of joint ventures
Profit before tax
Segment assets
Interests in associates
Interests in joint ventures
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Property
investment
Property
development
HK$’000
HK$’000
13,103
3,844,180


13,103
3,844,180
13,952
1,642,230

34,759
(527,017)
180,949
239,028
1,052,542
7,841
498,934
7,854,617
124,347
2,962
795,022
Treasury
investment
HK$’000
31,369

31,369
31,249


2,268,204


Securities
investment
HK$’000
15,456

15,456
9,523


231,472


Corporate
finance and
securities
broking
HK$’000
30,175

30,175
(6,289)


417,333


361,316
Banking
business
Project
management
HK$’000
HK$’000
19,344
4,901

297
19,344
5,198
1,848
(10,037)




446,050





336,027
Other
Inter-segment
elimination
Consolidated
HK$’000
HK$’000
HK$’000
11,363

3,969,891
3,567
(3,864)

14,930
(3,864)
3,969,891
4,552
(1,816)
1,685,212
(48,473)
(1,233)
(79)

34,680


(346,068)
1,324,118
21,215

4,675,844
193

506,968


7,978,964
14,437
13,176,213
4,544

1,499,871
1,036,794
2,536,665
Other
Inter-segment
elimination
Consolidated
HK$’000
HK$’000
HK$’000
11,363

3,969,891
3,567
(3,864)

14,930
(3,864)
3,969,891
4,552
(1,816)
1,685,212
(48,473)
(1,233)
(79)

34,680


(346,068)
1,324,118
21,215

4,675,844
193

506,968


7,978,964
14,437
13,176,213
4,544

1,499,871
1,036,794
2,536,665
3,969,891
1,685,212
(48,473)
(1,233)
34,680
(346,068)
1,324,118
4,675,844
506,968
7,978,964
14,437
13,176,213
1,499,871
1,036,794
2,536,665

– 10 –

Geographical information

(a) Revenue from external customers

Hong Kong
Macau
Mainland China
Republic of Singapore
Other
2015
HK$’000
28,301
27,875
157,699
9,466
5,338
228,679
2014
HK$’000
43,998
24,067
3,883,816
11,557
6,453
3,969,891

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
2015
HK$’000
4,334
203,233
90,123
8,250,597
41,168
8,589,455
2014
HK$’000
4,380
159,488
105,263
8,476,354
48,764
8,794,249

The non-current asset information above is based on the location of the assets and excludes financial instruments.

Information about a major customer

No revenue from a single customer accounted for 10 per cent. or more of the total revenue for the year ended 31st March, 2015. Revenue of approximately HK$1,127,405,000 for the year ended 31st March, 2014 was derived from sales by the property development segment to a single customer.

– 11 –

4. SHARE OF RESULTS OF JOINT VENTURES

Lippo ASM Asia Property Limited (“LAAPL”) is a material joint venture set up to hold the controlling stake in OUE Limited (“OUE”), a listed company in Singapore. OUE focuses its business across commercial, hospitality, retail and residential property segments. For the year ended 31st March, 2015, the Group’s share of profit in LAAPL amounted to approximately HK$369,061,000 (2014 — share of loss HK$527,017,000). The share of profit recognised during the year was mainly attributable to the net fair value gain on investment portfolio and profit from the pre-sale units of a property development project upon completion during the year.

5. PROFIT BEFORE TAX

Profit before tax is arrived at after crediting/(charging):

2015 2014
HK$’000 HK$’000
Interest income:
Available-for-sale financial assets 6,186 5,295
Loans and advances 6,289 5,789
Banking business 18,566 17,032
Other 37,564 31,369
Dividend income 3,532 6,036
Gain/(Loss) on disposal of:
Financial assets at fair value through profit or loss 157 4,125
Available-for-sale financial assets 157
An investment property 395
Fixed assets (11)
Subsidiaries 501 (3,548)
Write-back of provision/(Provisions) for impairment losses on:
Joint ventures 233 (14,645)
Available-for-sale financial assets (3,187)
Properties held for sale 465 1,086
Properties under development (248)
Bad and doubtful debts (2,335) 3,883
Interest expense attributable to the banking business (5,121) (4,048)
Depreciation (6,969) (2,890)
Foreign exchange gains/(losses) — net (6,853) 4,103
Cost of properties sold (60,286) (2,091,234)

– 12 –

6. INCOME TAX

Hong Kong:
Charge for the year
Overprovision in prior years
Overseas:
Charge for the year
Overprovision in prior years
Deferred
Total charge for the year
2015
HK$’000



89,192
(537)
(54,990)
33,665
33,665
2014
HK$’000

(71)
(71)
757,223

63,995
821,218
821,147

Hong Kong profits tax has been provided at the rate of 16.5 per cent. (2014 — 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.

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 approximately 1,998,280,000 ordinary shares (2014 — approximately 1,998,280,000 ordinary shares) in issue during the year.

(b) Diluted earnings per share

The Group had no potentially dilutive ordinary shares in issue during the years ended 31st March, 2015 and 2014.

– 13 –

8. DISTRIBUTIONS

Interim distribution, declared, of HK1 cent
(2014 — HK2 cents) per ordinary share
Final distribution, proposed, of HK2 cents
(2014 — HK2 cents) per ordinary share
2015
HK$’000
19,983
39,966
59,949
2014
HK$’000
39,966
39,966
79,932

The proposed final distribution for the year is subject to the approval of the Company’s shareholders at the forthcoming annual general meeting.

9. DEBTORS, PREPAYMENTS AND DEPOSITS

Included in the balances are trade debtors with an aged analysis, based on the invoice date and net of provisions, as follows:

Outstanding balances with ages:
Repayable on demand
Within 30 days
Between 31 and 60 days
Between 61 and 90 days
2015
HK$’000
10,293
19,849
37

30,179
2014
HK$’000
45,580
15,106

8
60,694

Trading terms with customers are either on a cash basis or on 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.

– 14 –

10. CREDITORS, ACCRUALS AND DEPOSITS RECEIVED

Creditors, accruals and deposits received mainly comprised of pre-sale proceeds received from the property development projects of the Group of HK$429,809,000 (2014 — HK$408,735,000), and trade payables relating to cash balances held on trust for the customers in respect of the Group’s securities broking operation of HK$333,434,000 (2014 — HK$357,899,000). As at 31st March, 2015, total client trust bank balances amounted to HK$324,982,000 (2014 — HK$311,353,000).

An aged analysis of trade creditors, based on the invoice date, are as follows:

Outstanding balances with ages:
Repayable on demand
Within 30 days
2015
HK$’000
308,577
24,857
333,434
2014
HK$’000
343,953
38,788
382,741

Trade creditors are generally settled on their normal trade terms. Except for certain client payables relating to cash balances held on trust for the customers in respect of the Group’s securities broking operation which are interest-bearing, the balances of creditors are non-interest-bearing.

11. EVENTS AFTER THE REPORTING PERIOD

  • (a) In May 2015, the Group further advanced a loan of approximately S$53,921,000 (equivalent to approximately HK$309,829,000) to a subsidiary of LAAPL and made equity subscription in LAAPL in proportion to its existing interest in LAAPL for a consideration of approximately S$23,426,000 (equivalent to approximately HK$134,607,000). The proceeds have been applied to repay part of the indebtedness under LAAPL and for working capital purposes.

  • (b) In June 2015, the Group entered into sale and purchase agreements with 南粵(集團)有限公司 (Nam Yue (Group) Company Limited) and Mr. Yang Jun (together, the “Purchasers”) for the disposal of an aggregate of 49 per cent. interest in the issued share capital of MCB for an aggregate consideration of MOP (Macau Pataca) 441,000,000 (equivalent to approximately HK$427,770,000). Upon completion, the Group will own 51 per cent. of the issued share capital of MCB and will enter into a shareholders’ agreement with the Purchasers and MCB to, among other things, regulate the relationships between shareholders of MCB. After entering into of such shareholders’ agreement, as a result of the proposed composition of the board of directors of MCB and other terms and in compliance with the current accounting standards, MCB will be accounted for as an associate of the Company and its results, assets and liabilities will cease to be consolidated in the accounts of the Company. Further details of the above transaction are set out in the joint announcement released by Lippo Limited and the Company on 26th June, 2015.

– 15 –

BUSINESS REVIEW

The U.S. economy performed better with stronger private consumption, business investments and exports during 2014. With the global economy recovering gradually, the major stock markets in U.S. and Europe continued to perform well in the first quarter of 2015. However, it was overall a steady but modest economic recovery. The global economy was still overshadowed by the tapered withdrawal by the U.S. Federal Reserve of its quantitative easing program. On the positive side, the European Central Bank announced a massive quantitative easing program in early 2015 to buy government bonds with the aim of injecting momentum into the flagging Eurozone economy. Together with similar quantitative easing programs adopted by, among others, Japan and mainland China, this has created a prevailing low interest rate and surplus funds environment, helping the major economies in the Asia region to sustain a stable economic environment, with mainland China continuing to be the leading economic performer. On the other hand, there are concerns and strong signs to indicate that the present global low interest rate environment may not continue for long.

The Group maintained steady performance during the year ended 31st March, 2015, assisted by the continuing stable economic environment of the countries in the Asia region, within which the Group substantially has its operations and investments.

Results for the Year

The Group recorded a consolidated profit attributable to shareholders of approximately HK$364 million for the year ended 31st March, 2015, as compared to a consolidated profit of approximately HK$314 million for the year ended 31st March, 2014. The profit was mainly attributable to share of profit of joint ventures arising mainly from revaluation gain on investment properties and recognition of profit from pre-sale upon completion of a property development project of a principal joint venture of the Group.

Revenue for the year totalled HK$229 million (2014 — HK$3,970 million). The decrease in the Group’s revenue was mainly because the new property development project completed during the year was carried out by its joint venture which revenue was not accounted for.

Property investment

Total segment revenue from the property investment business for the year amounted to HK$11 million (2014 — HK$13 million). Coupled with the net fair value gain on investment properties for the year of HK$32 million (2014 — HK$8 million), the segment profit increased to HK$36 million for the year (2014 — HK$14 million) before accounting for the results from the Group’s joint ventures.

– 16 –

Lippo ASM Asia Property Limited (“LAAPL”), a principal joint venture of the Company, is the vehicle holding the controlling interest in OUE Limited (“OUE”, together with its subsidiaries, the “OUE Group”), a listed company in Singapore principally engaged in property investment and development and hotel operation. As at 31st March, 2015, LAAPL had an aggregate equity interest of approximately 68.02 per cent. in OUE.

With its interest in well diversified and high quality properties such as U.S. Bank Tower in California, U.S. and One Raffles Place, OUE Bayfront and OUE Downtown in Singapore, the OUE Group has substantial and stable recurrent income stream. In line with the OUE Group’s track record in active value creation, asset enhancement projects at OUE Downtown and U.S. Bank Tower are well underway. The revamped retail mall, One Raffles Place, commenced operation in May 2014.

OUE Hospitality Trust (“OUE H-Trust”), a real estate investment trust established by OUE in 2013, is listed on the Main Board of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). Its initial portfolio included Mandarin Orchard Singapore and Mandarin Gallery in Singapore. In January 2015, OUE H-Trust completed the acquisition of Crowne Plaza Changi Airport Hotel (the “Hotel”) from OUE at a consideration of S$290 million. Agreement was also reached for OUE H-Trust to acquire the 10-storey extension building to the Hotel (the “Hotel Extension”) from OUE at a consideration of S$205 million, and completion will take place later upon completion of the construction works of the Hotel Extension in late 2015 or no later than June 2016. The development of the Hotel Extension began in August 2014 and will add 243 rooms to the existing 320 rooms upon completion. As at 31st March, 2015, LAAPL and its subsidiaries held approximately 42.3 per cent. of the total number of stapled securities units of OUE H-Trust in issue and OUE H-Trust was accounted for as a subsidiary of LAAPL. With the listing of OUE H-Trust and by retaining a stake in OUE H-Trust, it is expected that LAAPL will benefit from a stable and recurring income stream.

OUE Commercial Real Estate Investment Trust (“OUE C-REIT”) was established by OUE in early 2014 and is listed on the Main Board of the SGX-ST. Its property portfolio includes OUE Bayfront, an 18-storey office building in Singapore with its ancillary properties as well as the properties at Lippo Plaza in Shanghai. By establishing OUE C-REIT, LAAPL will be able to diversify and expand into new geographical areas. As at 31st March, 2015, LAAPL and its subsidiaries held approximately 48.2 per cent. of the total number of OUE C-REIT units in issue and OUE C-REIT was accounted for as a subsidiary of LAAPL.

Results of OUE H-Trust and OUE C-REIT were consolidated into the results of LAAPL during the year. Furthermore, OUE has successfully obtained the temporary occupation permit for its residential property development named “Twin Peaks” in Singapore and hence the pre-sale profit from the development was recognised by LAAPL during the year.

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The Group registered a share of profit of HK$369 million from the investment in LAAPL for the year (2014 — share of loss of HK$527 million). Such share of profit recognised for the year was mainly attributable to the net fair value gain on investment portfolio and profit from the pre-sold units of a property development project in Singapore upon completion during the year.

Affected by the depreciation of the Singapore dollar starting from 2015, the Group shared a decrease of exchange reserves on translation of LAAPL’s results of HK$545 million (2014 — HK$125 million) during the year. As a result, the total interests in LAAPL decreased slightly from HK$7.9 billion as at 31st March, 2014 to HK$7.8 billion as at 31st March, 2015.

In May 2015, the Group advanced a loan of approximately S$54 million (equivalent to approximately HK$310 million) to a subsidiary of LAAPL and made equity subscription in LAAPL in proportion to its existing interest in LAAPL for a consideration of approximately S$23 million (equivalent to approximately HK$135 million). The proceeds have been applied to repay part of the indebtedness under LAAPL and for working capital purposes.

In June 2015, OUE Group has entered into a framework agreement with the other shareholder of OUB Centre Limited (“OUBC”) to acquire additional of not less than 25 per cent. and up to 33.33 per cent. interest in OUBC (the “Proposed Acquisition”). OUBC is holding a majority interest in One Raffles Place and OUE Group in turn is currently holding 50 per cent. interest in OUBC. The consideration of the Proposed Acquisition shall be determined with reference to the net asset value of OUBC and an agreed value ascribed to One Raffles Place which owned by OUBC fixed at S$1.74 billion plus an amount equivalent to S$11.7 million. In addition, OUE entered into a conditional sale and purchase agreement with OUE C-REIT, for the sale thereto of its entire interest in OUBC, subject to the completion of the Proposed Acquisition, representing a minimum of 75 per cent. and up to a maximum of 83.33 per cent. interest in OUBC (the “Proposed Disposal”). The consideration of the Proposed Disposal is between approximately S$1 billion and S$1.1 billion. The Proposed Disposal is subject to, among other things, the approval of the shareholders of OUE and the approval of the unitholders of OUE C-REIT. The injection of the shareholding interest in One Raffles Place to OUE C-REIT will enable OUE to unlock capital while continuing to enjoy rental income and potential capital value upside through its significant unitholding interest in OUE C-REIT.

Property development

The Group has participated in a number of well-located property development projects in mainland China, Macau, Singapore and other area of the Asia Pacific region.

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The segment recorded a revenue of HK$117 million for the year ended 31st March, 2015 (2014 — HK$3,844 million), mainly from the sale of properties of the property development project at the Beijing Economic-Technological Development Area, (北京經濟技術開發區) in Beijing (the “BDA Project”).

The Group has an 80 per cent. interest in the BDA Project which was completed in the second half of 2013, and the substantial revenue generated from units sold was recognised during the year ended 31st March, 2014. The BDA Project involves the development of an integrated residential, commercial and retail complex with a total gross floor area of about 275,000 square metres, including basements. The sale and handover of approximately 93 per cent. of the total saleable area of the project has been completed as at 31st March, 2015.

Since no new property development was completed by the Group during the year, the segment revenue decreased significantly. As a result, the segment profit decreased to HK$39 million for the year (2014 — HK$1,642 million).

The Group has a 100 per cent. interest in the residential development known as “M Residences” at 83 Estrada de Cacilhas, Macau. Interior fitting-out works of the project have been substantially completed. “M Residences”, with a site of approximately 3,398 square metres, is being developed into 311 residential units with a total saleable area of approximately 26,025 square metres. As at 31st March, 2015, about 96 per cent. of the total saleable area pre-sold at an aggregate consideration of HK$1.2 billion. All site works had been completed. The revenue and profit arising from the project is expected to be reflected in the Group’s results for the year ending 31st March, 2016.

The Group has a 50 per cent. interest in the “Marina Collection”, which is located at Sentosa Cove, Sentosa Island, Singapore. This property development project was completed in 2011 and provides 124 high-end luxury waterfront residential units with a total saleable area of approximately 29,808 square metres. Up to 31st March, 2015, a total of 91 units have been sold, of which 2 units were sold during the year. The Group further shared a profit of HK$18 million (2014 — HK$35 million) from this associate.

Treasury and securities investments

Treasury and securities investments businesses recorded a revenue of HK$47 million during the year (2014 — HK$47 million), mainly attributable to the interest and dividend income received from the investment portfolio.

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The Group cautiously managed its investment portfolio and looked for opportunities to realise its profit. Although the market sentiment has improved as compared with last year, the investment market continues to be challenging and full of uncertainties. The Group recorded unrealised fair value loss and provision for impairment loss for the year. Hence the profit from treasury and securities investments businesses decreased to HK$30 million for the year (2014 — HK$41 million).

Corporate finance and securities broking

Lippo Securities Holdings Limited (“LSHL”) and its subsidiaries, which are wholly-owned subsidiaries of the Company, are principally engaged in underwriting, securities brokerage, corporate finance, investment advisory and other related financial services.

The operating environment of the corporate finance and securities broking business remains challenging. Though the major stock markets in U.S. and Europe have rebounded during 2014, the stock markets in Hong Kong and mainland China remained sluggish throughout the year. This segment registered a turnover of HK$21 million for the year ended 31st March, 2015 (2014 — HK$30 million) and the loss of this segment was HK$10 million for the year (2014 — HK$6 million).

The launching of the “Shanghai-Hong Kong Stock Connect” in the fourth quarter of 2014 has helped to boost market sentiment, resulting in increased market turnover of both the local and mainland China stock markets in recent months. This may benefit the performance of LSHL. The outlook for the local stock market will be dependent on the market conditions in mainland China and global economic development, especially in U.S. and Europe.

Banking business

The Macau Chinese Bank Limited (“MCB”), a licensed bank in Macau and a wholly-owned subsidiary of the Company, maintained steady performance during the year. The segment recorded a turnover of HK$22 million for the year (2014 — HK$19 million) and registered a profit of HK$2 million (2014 — HK$2 million).

On 26th June, 2015, the Group entered into sale and purchase agreements with 南粵(集團) 有限公司 (Nam Yue (Group) Company Limited) and Mr. Yang Jun (together, the “Purchasers”) for the disposal of an aggregate of 49 per cent. interest in the issued share capital of MCB for an aggregate consideration of MOP (Macau Pataca) 441 million (equivalent to approximately HK$428 million). Upon completion, the Group will own 51 per cent. of the issued share capital of MCB and will enter into a shareholders’ agreement with the Purchasers and MCB to, among other things, regulate the relationships between shareholders of MCB. After entering into of

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such shareholders’ agreement, as a result of the proposed composition of the board of directors of MCB and other terms and in compliance with the current accounting standards, MCB will be accounted for as an associate of the Company and its results, assets and liabilities will cease to be consolidated in the accounts of the Group even though MCB will continue to be a subsidiary of the Group under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The above disposal will bring in strategic shareholders with strong Macau and Guangdong Provincial connections which will help broaden the business horizon and improve the long term growth potential of MCB, which will be beneficial to the Group. Further details of the transaction are set out in the joint announcement of the Company and Lippo Limited (“Lippo”), an intermediate holding company of the Company, released on 26th June, 2015.

Financial Position

The Group’s financial position remained healthy. As at 31st March, 2015, its total assets decreased to HK$12.4 billion (2014 — HK$13.2 billion). Property-related assets decreased to HK$9.5 billion (2014 — HK$9.8 billion), representing 77 per cent. (2014 — 74 per cent.) of the total assets. Total liabilities decreased to HK$2.2 billion (2014 — HK$2.5 billion). The Group maintained a strong cash position. Total cash and bank balances as at 31st March, 2015 reached HK$1.7 billion (2014 — HK$2.3 billion). Current ratio as at the end of the reporting period stood at 1.7 (2014 — 1.7).

As at 31st March, 2015, bank and other borrowings of the Group (other than those attributable to banking business) increased to HK$465 million (2014 — HK$308 million). Bank loans amounted to HK$363 million as at 31st March, 2015 (2014 — HK$308 million), which were denominated in Hong Kong dollars (2014 — Hong Kong dollars and Renminbi). The bank loans were secured by first legal mortgages over certain properties, shares in a subsidiary and certain bank deposits of the Group. The Group’s other borrowings as at 31st March, 2015 comprised of unsecured loans advanced from Lippo of HK$102 million (2014 — Nil). All of the bank and other borrowings carried interest at floating rates and were repayable within one year. Where appropriate, the Group would use interest rate swaps to modify the interest rate characteristics of its borrowings to limit interest rate exposure. As at 31st March, 2015, gearing ratio (measured as total borrowings, net of non-controlling interests, to shareholders’ funds) was 4.6 per cent. (2014 — 3.0 per cent.). The net cash position, measured as cash and bank balances less total bank and other borrowings of the Group as at 31st March, 2015 was HK$1,284 million (2014 — HK$1,981 million).

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The net asset value attributable to equity holders of the Group remained strong and amounted to HK$10.1 billion (2014 — HK$10.4 billion). This was equivalent to HK$5.1 per share (2014 — HK$5.2 per share). The decrease was mainly attributable to share of translation loss of LAAPL’s results for the year under reserves and dividends paid to the Company’s shareholders, net with the profit for the year.

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.

The Group had contingent liabilities relating to MCB of approximately HK$36 million as at 31st March, 2015 (2014 — HK$18 million), comprising guarantees and other endorsements of approximately HK$34 million (2014 — HK$15 million) and liabilities under letters of credit on behalf of customers of approximately HK$2 million (2014 — HK$3 million). Aside from the abovementioned, the Group had neither material contingent liabilities outstanding nor charges on the Group’s assets at the end of the year (2014 — Nil).

The Group commitments mainly arise from its property development projects. As the site works of M Residences were substantially completed, the total commitment as at 31st March, 2015 decreased to HK$123 million (2014 — HK$290 million).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 160 employees as at 31st March, 2015 (2014 — 172 employees). Staff costs (including directors’ emoluments) charged to the statement of profit or loss during the year amounted to HK$67 million (2014 — HK$59 million). The Group ensures that its employees are offered competitive remuneration packages. The Group also provides benefits such as medical insurance and retirement funds to employees to sustain competitiveness of the Group.

Outlook

The economic prospects for Asia remain positive but the growth momentum will be dependent on the pace of economic recovery in U.S. and Europe. The outlook of the global economy is clouded with considerable uncertainties. The rise in U.S. interest rate remains contingent on its economic data. Setback to the fragile recovery of the Eurozone, the failing to resolve Greek debt problem and geopolitical tensions in various regions, if intensified, could worsen the international economy. Hopefully, the present low interest rate environment and the quantitative easing programmes adopted by, among others, the European Central Bank, Japan and mainland China will provide a positive influence to help maintain investor confidence and hopefully create new business opportunities. 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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DISTRIBUTION

The Directors have resolved to recommend to shareholders at the forthcoming Annual General Meeting (the “2015 AGM”) the payment of a final distribution of HK2 cents (2014 — HK2 cents) per share amounting to approximately HK$40 million (2014 — approximately HK$40 million) for the year ended 31st March, 2015. Together with the interim distribution of HK1 cent (2014 — HK2 cents) per share paid on 28th January, 2015, total distributions will be HK3 cents (2014 — HK4 cents) per share amounting to approximately HK$60 million (2014 — approximately HK$80 million) for the year ended 31st March, 2015. Subject to the approval of shareholders at the 2015 AGM, the final distribution will be paid on or about Wednesday, 7th October, 2015 to shareholders whose names appear on the Company’s Register of Members on Thursday, 24th September, 2015.

CLOSURE OF REGISTER OF MEMBERS

The Register of Members of the Company will be closed during the following periods:

  • (i) from Monday, 7th September, 2015 to Thursday, 10th September, 2015 (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 2015 AGM. In order to be entitled to attend and vote at the 2015 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 Registrar in Hong Kong, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 4th September, 2015; and

  • (ii) from Monday, 21st September, 2015 to Thursday, 24th September, 2015 (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. In order to qualify for the proposed final distribution, 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 Registrar in Hong Kong, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 18th September, 2015.

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PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

During the year ended 31st March, 2015, there was no purchase, sale or redemption of the Company’s listed securities by the Company or any of its subsidiaries.

CORPORATE GOVERNANCE

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 so as to safeguard the interests of shareholders and enhance shareholders’ value.

To the best knowledge and belief of the Directors, the Directors consider that the Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the year ended 31st March, 2015.

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 consolidated financial statements of the Company for the year ended 31st March, 2015.

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REVIEW OF PRELIMINARY RESULTS ANNOUNCEMENT BY INDEPENDENT AUDITORS

The figures in respect of the Group’s results for the year ended 31st March, 2015 (the “Year”) as set out in this preliminary announcement have been agreed by the Group’s independent auditors, Ernst & Young, to the amounts set out in the Group’s consolidated financial statements for the Year. The work performed by Ernst & Young in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently, no assurance has been expressed by Ernst & Young on this preliminary announcement.

By Order of the Board Hongkong Chinese Limited John Lee Luen Wai Chief Executive Officer

Hong Kong, 29th June, 2015

As at the date of this announcement, the executive Directors of the Company are Dr. Stephen Riady (Chairman) and Messrs. 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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