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3SBio Inc. Annual Report 2017

Jun 29, 2017

49981_rns_2017-06-29_403e8e83-e5f1-405f-8318-f0446883dca5.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.

==> picture [79 x 36] intentionally omitted <==

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, 2017

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, 2017 together with the comparative figures for the corresponding period in 2016 as follows:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the year ended 31st March, 2017

Note
Revenue
4
Cost of sales
6
Gross profit
Administrative expenses
Other operating expenses
Gain/(Loss) on disposal of subsidiaries
Net fair value gain/(loss) on investment properties
Net fair value gain on financial instruments
at fair value through profit or loss
Finance costs
Share of results of associates
Share of results of joint ventures
7
Profit before tax
6
Income tax
8
Profit for the year
Attributable to:
Equity holders of the Company
Non-controlling interests
Earnings per share attributable to
equity holders of the Company
9
Basic and diluted
2017
HK$’000
216,404
(46,838)
169,566
(60,987)
(52,262)
(1,823)
(2,190)
15,290
(3,700)
(878)
(13,213)
49,803
(5,451)
44,352
44,996
(644)
44,352
HK cents
2.3
2016
HK$’000
(Restated)(1)
1,326,874
(827,557)
499,317
(78,929)
(70,877)
202,355
29,193
6,461
(417)
8,450
(292,473)
303,080
(71,653)
231,427
229,455
1,972
231,427
HK cents
(Restated)(1)
11.5

(1) Refer to Note 13

– 1 –

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31st March, 2017

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
Exchange differences on translation of foreign operations
Adjustments relating to disposal of subsidiaries:
Exchange differences on translation of foreign operations
Available-for-sale financial assets
Income tax effect
Share of other comprehensive loss of joint ventures
Share of other comprehensive loss of an associate
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
2017
HK$’000
44,352
(1,488)
1,509
1,200

1,221
(45,989)
(2)


(2)
(327,119)
(42)
(371,931)
(327,579)
(321,789)
(5,790)
(327,579)
2016
HK$’000
(Restated)(1)
231,427
(1,288)
70

557
(661)
21,485
202
(2,715)
327
(2,186)
(176,729)
(43)
(158,134)
73,293
76,809
(3,516)
73,293

(1) Refer to Note 13

– 2 –

CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31st March, 2017

Note
Non-current assets
Fixed assets
Investment properties
Interests in associates
Interests in joint ventures
7
Available-for-sale financial assets
Other financial asset
Current assets
Properties held for sale
Properties under development
Loans and advances
Debtors, prepayments and deposits
11
Financial assets at fair value through profit or loss
Tax recoverable
Client trust bank balances
Restricted cash
Cash and cash equivalents
Current liabilities
Creditors, accruals and deposits received
12
Tax payable
Net current assets
Total assets less current liabilities
2017
HK$’000
41,297
111,160
427,158
9,720,889
4,117
21,437
10,326,058
94,600
28,846
19,656
53,327
9,141
25
845,921
1,067
536,878
1,589,461
1,294,070
68,959
1,363,029
226,432
10,552,490
2016
HK$’000
(Restated)(1)
48,566
119,340
456,824
9,212,153
6,039
25,295
9,868,217
141,350
28,613
15,917
143,949
44,173
13
295,784
1,004
904,015
1,574,818
698,460
114,357
812,817
762,001
10,630,218

(1) Refer to Note 13

– 3 –

Non-current liabilities
Bank and other borrowings
Deferred tax liabilities
Net assets
Equity
Equity attributable to equity holders of the Company
Share capital
Reserves
Non-controlling interests
2017
HK$’000
476,667
20,405
497,072
10,055,418
1,998,280
8,013,912
10,012,192
43,226
10,055,418
2016
HK$’000
(Restated)(1)

23,526
23,526
10,606,692
1,998,280
8,528,831
10,527,111
79,581
10,606,692

(1) Refer to Note 13

– 4 –

Note:

1. BASIS OF PREPARATION

This financial information has 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 and accounting principles generally accepted in Hong Kong. The financial information also includes applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and by the Hong Kong Companies Ordinance.

The accounting policies and methods of computation used in the preparation of the financial information are consistent with those used in the Group’s audited financial statements for the year ended 31st March, 2016, except for the adoption of the new and revised HKFRSs as disclosed in Note 2 to the final results.

2. CHANGES IN ACCOUNTING POLICIES

The Group has adopted the following new and revised HKFRSs for the first time for the current year’s final results:

Amendments to HKFRS 10, HKFRS 12 Investment Entities: Applying the Consolidation Exception
and HKAS 28 (2011)
Amendments to HKFRS 11 Accounting for Acquisitions of Interests in Joint Operations
HKFRS 14 Regulatory Deferral Accounts
Amendments to HKAS 1 Disclosure Initiative
Amendments to HKAS 16 and HKAS 38 Clarification of Acceptable Methods of Depreciation and
Amortisation
Amendments to HKAS 16 and HKAS 41 Agriculture: Bearer Plants
Amendments to HKAS 27 (2011) Equity Method in Separate Financial Statements
Annual Improvements 2012-2014 Cycle Amendments to a number of HKFRSs

The adoption of the above new and revised standards has had no significant impact on the Group’s financial performance and financial position for the current and prior years.

– 5 –

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 final results:

Amendments to HKFRS 2 Classification and Measurement of Share-based Payment
_Transactions_2
Amendments to HKFRS 4 Applying HKFRS 9 Financial Instruments with HKFRS 4
_Insurance Contracts_2
Amendments to HKFRS 10 and Sale or Contribution of Assets between an Investor and
HKAS 28 (2011) _its Associate or Joint Venture_4
HKFRS 9 _Financial Instruments_2
HKFRS 15 _Revenue from Contracts with Customers_2
Amendments to HKFRS 15 Clarifications to HKFRS 15 Revenue from Contracts
_with Customers_2
HKFRS 16 _Leases_3
Amendments to HKAS 7 _Disclosure Initiative_1
Amendments to HKAS 12 _Recognition of Deferred Tax Assets for Unrealised Losses_1
Amendments to HKAS 40 _Transfers of Investment Property_2
Amendments to HKFRS 12 included in _Disclosure of Interests in Other Entities_1
Annual improvements 2014-2016 Cycle
Amendments to HKFRS 1 included in First-time Adoption of Hong Kong Financial Reporting
Annual improvements 2014-2016 Cycle _Standards_2
Amendments to HKAS 28 included in _Investment in Associates and Joint Ventures_2
Annual improvements 2014-2016 Cycle
HK(IFRIC)-Int 22 Foreign Currency Transactions and Advance
_Consideration_2

1 Effective for annual periods beginning on or after 1st January, 2017

2 Effective for annual periods beginning on or after 1st January, 2018

3 Effective for annual periods beginning on or after 1st January, 2019

4 No mandatory effective date yet determined but available for adoption

Other than as disclosed below, the Directors of the Company anticipate that the application of the other new and revised HKFRSs will have no significant impact on the financial performance and the financial position of the Group.

In September 2014, the HKICPA issued the final version of HKFRS 9, bringing together all phases of the financial instruments project to replace HKAS 39 and all previous versions of HKFRS 9. The standard introduces new requirements for classification and measurement, impairment and hedge accounting. The Group expects to adopt HKFRS 9 from 1st April, 2018. During the year, the Group performed a high-level assessment of the impact of the adoption of HKFRS 9. This preliminary assessment is based on currently available information and may be subject to changes arising from further detailed analyses or additional reasonable and supportable information being made available to the Group in the future. The expected impacts arising from the adoption of HKFRS 9 are summarised as follows:

(a) Classification and measurement

The Group does not expect that the adoption of HKFRS 9 will have a significant impact on the classification and measurement of its financial assets. It expects to continue measuring at fair value all financial assets currently held at fair value. Equity investments currently held as available for sale will be measured at fair value through other comprehensive income as the investments are intended to be held for the foreseeable future and the Group expects to apply the option to present fair value changes in other comprehensive income. Gains and losses recorded in other comprehensive income for the equity investments cannot be recycled to profit or loss when the investments are derecognised. Besides, certain available-for-sale financial assets issued by private entities are currently measured at cost less impairment because the range of reasonable fair value estimates is so significant. Such available-for-sale financial assets will be measured at fair value through other comprehensive income upon adoption of HKFRS 9.

– 6 –

(b) Impairment

HKFRS 9 requires an impairment on debt instruments recorded at amortised cost or at fair value through other comprehensive income, lease receivables, loan commitments and financial guarantee contracts that are not accounted for at fair value through profit or loss under HKFRS 9, to be recorded based on an expected credit loss model either on a twelve-month basis or a lifetime basis. The Group expects to apply the simplified approach and record twelve-month expected losses on all trade receivables. The Group will perform a more detailed analysis which considers all reasonable and supportable information, including forward-looking elements, for estimation of expected credit losses on its trade and other receivables upon the adoption of HKFRS 9.

HKFRS 15 establishes a new five-step model to account for revenue arising from contracts with customers. Under HKFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in HKFRS 15 provide a more structured approach for measuring and recognising revenue. The standard also introduces extensive qualitative and quantitative disclosure requirements, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods and key judgements and estimates. The standard will supersede all current revenue recognition requirements under HKFRSs. In June 2016, the HKICPA issued amendments to HKFRS 15 to address the implementation issues on identifying performance obligations, application guidance on principal versus agent and licences of intellectual property, and transition. The amendments are also intended to help ensure a more consistent application when entities adopt HKFRS 15 and decrease the cost and complexity of applying the standard. The Group expects to adopt HKFRS 15 on 1st April, 2018.

During the year, the Group performed a preliminary assessment on the impact of the adoption of HKFRS 15 which is subject to changes arising from a more detailed ongoing analysis. Contract that contains two or more performance obligations would be accounted for separately and this might have an impact on the pattern of revenue and profit recognition. The Group and some of its associates and joint ventures are engaged in property development. Certain costs incurred in fulfilling a contract which are currently expensed may need to be capitalised as an asset and will be amortised to match the transfer of the development property to the customer under the contract.

HKFRS 16 replaces HKAS 17 Leases , HK(IFRIC)-Int 4 Determining whether an Arrangement contains a Lease , HK(SIC)-Int 15 Operating LeasesIncentives and HK(SIC)-Int 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease . The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognise assets and liabilities for most leases. The standard includes two recognition exemptions for lessees — leases of low-value assets and short-term leases. At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). The right-of-use asset is subsequently measured at cost less accumulated depreciation and any impairment losses unless the right-of-use asset meets the definition of investment property in HKAS 40. The lease liability is subsequently increased to reflect the interest on the lease liability and reduced for the lease payments. Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. Lessees will also be required to remeasure the lease liability upon the occurrence of certain events, such as change in the lease term and change in future lease payments resulting from a change in an index or rate used to determine those payments. Lessees will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. Lessor accounting under HKFRS 16 is substantially unchanged from the accounting under HKAS 17. Lessors will continue to classify all leases using the same classification principle as in HKAS 17 and distinguish between operating leases and finance leases. The Group expects to adopt HKFRS 16 on 1st April, 2019.

HKFRS 16 will primarily affect the accounting for the Group’s operating leases. At 31st March, 2017, the Group had non-cancellable operating lease commitments of HK$6,123,000. Upon adoption of HKFRS 16 the majority of operating lease commitments will be recognised in the consolidated statement of financial position as lease liabilities and right-of-use assets. The lease liabilities would subsequently be measured at amortised cost and the right-of-use assets will be depreciated on a straight-line basis during the lease term.

– 7 –

4. 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 then 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 is as follows:

Property rental income
Sales of properties_(Note(a))
Interest income
Dividend income
Corporate finance and securities broking
Banking business
(Note(b))_
Other
2017
HK$’000
6,510
107,507
79,568
4,895
15,691

2,233
216,404
2016
HK$’000
10,003
1,225,954
54,177
3,228
18,603
8,062
6,847
1,326,874

Note:

  • (a) The revenue mainly came from sales of properties of the property development project in Macau which was completed during the year ended 31st March, 2016.

  • (b) Revenue attributable to the banking business for the year ended 31st March, 2016 represented 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.

In July 2015, the Group completed the disposal of an aggregate of 49 per cent. equity interest in MCB (the “First Disposal”) and entered into a shareholders’ agreement with the purchasers and MCB to, among other things, regulate the relationship among shareholders of MCB. As a result of the change of composition of the board of directors and the quorum of directors’ meeting, MCB has become a joint venture of the Group since then. Revenue attributable to the banking business up to completion of the First Disposal is analysed as follows:

Interest income
Commission income
2016
HK$’000
6,791
1,271
8,062

– 8 –

5. 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 investments relating to 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; and

  • (g) the “other” segment comprises principally the development of computer hardware and software, money lending and the provision of project and fund management and investment advisory services.

Management monitors the results of the Group’s 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) and comprises segment results of the Company and its subsidiaries, the Group’s share of results of associates and joint ventures.

Segment results are measured consistently with the Group’s profit/(loss) before tax except that the Group’s share of results of associates and joint ventures, unallocated corporate expenses and certain finance costs are excluded from such measurement.

Segment assets exclude interests in associates and joint ventures, 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.

– 9 –

Year ended 31st March, 2017

Revenue
External
Inter-segment
Total
Segment results
Unallocated corporate expenses
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
Other segment information:
Capital expenditure_(Note(a))
Depreciation
Interest income
Finance costs
Loss on disposal of subsidiaries
Loss on disposal of available-for-sale
financial assets
Write-back of provision/(Provisions) for
impairment losses on:
A joint venture
Available-for-sale financial assets
Properties under development
Properties held for sale
Loans and receivables
Net fair value gain/(loss) on
financial instruments at
fair value through profit or loss
Net fair value loss on
investment properties
Unallocated:
Capital expenditure
(Note(a))_
Depreciation
Property
investment

HK$’000
81,329

81,329
72,491

(21,882)
146,741
6,102
9,474,183
480,673
276
(218)
74,819
(3,647)





388


(2,190)
Property
development
HK$’000
107,507

107,507
59,667
(891)
(1,046)
133,879
421,026
1,682
20,672
406
(74)




2,738

(135)



Treasury
investment
HK$’000
4,336

4,336
4,336


496,974





4,336









Securities
investment
HK$’000
4,895

4,895
22,705


13,258








(1,540)

(1,200)



19,148
Corporate
finance and
securities
broking
HK$’000
15,691
187
15,878
(10,887)


872,432


988,473
22
(387)








125

Banking
business
HK$’000



(3,858)

9,715
21,437

245,024
270,630











(3,858)
Other
Inter-segment
elimination
Consolidated
HK$’000
HK$’000
HK$’000
2,646

216,404

(187)

2,646
(187)
216,404
(9,674)

134,780
(70,886)
13

(878)


(13,213)
49,803
13,120

1,697,841
30

427,158


9,720,889
69,631
11,915,519
56

1,760,504
99,597
1,860,101


704
(33)

(712)
413

79,568
(53)

(3,700)
(1,823)

(1,823)


(1,540)


2,738


(1,200)


(135)


388
(159)

(34)


15,290


(2,190)
491
(6,174)
Other
Inter-segment
elimination
Consolidated
HK$’000
HK$’000
HK$’000
2,646

216,404

(187)

2,646
(187)
216,404
(9,674)

134,780
(70,886)
13

(878)


(13,213)
49,803
13,120

1,697,841
30

427,158


9,720,889
69,631
11,915,519
56

1,760,504
99,597
1,860,101


704
(33)

(712)
413

79,568
(53)

(3,700)
(1,823)

(1,823)


(1,540)


2,738


(1,200)


(135)


388
(159)

(34)


15,290


(2,190)
491
(6,174)
216,404
134,780
(70,886)
(878)
(13,213)
49,803
1,697,841
427,158
9,720,889
69,631
11,915,519
1,760,504
99,597
1,860,101
704
(712)
79,568
(3,700)
(1,823)
(1,540)
2,738
(1,200)
(135)
388
(34)
15,290
(2,190)
491
(6,174)

– 10 –

Year ended 31st March, 2016 (restated)

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
Other segment information:
Capital expenditure_(Note(a))
Depreciation
Interest income
Finance costs
Gain on disposal of a subsidiary
Gain on disposal of available-for-sale
financial assets
Write-back of provision/(Provisions) for
impairment losses on:
A joint venture
Properties under development
Properties held for sale
Loans and receivables
Net fair value gain/(loss) on
financial instruments at
fair value through profit or loss
Net fair value gain on
investment properties
Unallocated:
Capital expenditure
(Note(a))_
Depreciation
Finance costs
Property
investment
HK$’000
51,147

51,147
75,439

(280,764)
151,988
6,465
8,967,010
4,942

(92)
41,144





310


29,193
Property
development
HK$’000
1,225,954

1,225,954
391,781
8,534
953
254,984
450,341
9,746
48,274
8
(156)




2,076
(134)



Treasury
investment
HK$’000
10,836

10,836
10,638


847,595





10,836








Securities
investment
HK$’000
5,149

5,149
(1,448)


68,979





1,921


1,872




(6,248)
Corporate
finance and
securities
broking
HK$’000
18,603

18,603
(8,799)


357,768


339,080
12
(1,095)

(29)





(282)

Banking
business
HK$’000
8,062

8,062
216,085
(Note(b))

(12,662)
25,295

235,397
270,630
999
(504)
6,791

202,355




(779)
12,709
Other
Inter-segment
elimination
HK$’000
HK$’000
7,123

464
(464)
7,587
(464)
(5,440)
(464)
(84)



8,939

18



5,460

55

(65)

276


















Consolidated
HK$’000
1,326,874
1,326,874
677,792
(90,301)
(388)
8,450
(292,473)
303,080
1,715,548
456,824
9,212,153
58,510
11,443,035
668,386
167,957
836,343
1,074
(1,912)
60,968
(29)
202,355
1,872
2,076
(134)
310
(1,061)
6,461
29,193
344
(6,055)
(388)

Note:

(a) Capital expenditure includes additions to fixed assets.

(b) The amount in 2016 included gain on disposal of a subsidiary of HK$202,355,000.

– 11 –

Geographical information

(a) Revenue from external customers

Hong Kong
Macau
Mainland China
Republic of Singapore
Other
2017
HK$’000
17,060
96,822
18,790
80,567
3,165
216,404
2016
HK$’000
24,235
1,213,943
37,301
46,922
4,473
1,326,874

The revenue information above is based on the locations of the customers.

(b) Non-current assets

Hong Kong
Macau
Mainland China
Republic of Singapore
Other
2017
HK$’000
1,528
245,024
75,609
9,935,872
42,471
10,300,504
2016
HK$’000
(Restated)
2,426
235,397
83,119
9,472,327
43,614
9,836,883

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

Information about major customers

For the year ended 31st March, 2017, revenue of approximately HK$74,819,000 and HK$28,023,000 was derived from interest income from a single customer in the property investment segment and sales by the property development segment to a single customer, respectively. No revenue from a single customer accounted for 10 per cent. or more of the total revenue for the year ended 31st March, 2016.

– 12 –

6. PROFIT BEFORE TAX

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

Cost of sales:
Cost of properties sold_(Note)_
Other
Interest income:
Available-for-sale financial assets
Loans and advances
Banking business
Other
Net fair value gain/(loss) on:
Financial assets at fair value through profit or loss
Derivative financial instrument
Gain/(Loss) on disposal of available-for-sale financial assets
Gain on bargain purchase
Write-back of provision/(Provisions) for impairment losses on:
A joint venture
Available-for-sale financial assets
Properties under development
Properties held for sale
Loans and receivables
Interest expense attributable to the banking business
Depreciation
Foreign exchange losses — net
2017
HK$’000
(36,940)
(9,898)
(46,838)

75,232

4,336
19,148
(3,858)
(1,540)
43
2,738
(1,200)
(135)
388
(34)

(6,886)
(10,901)
2016
HK$’000
(815,243)
(12,314)
(827,557)
1,921
41,420
6,791
10,836
(6,248)
12,709
1,872

2,076

(134)
310
(1,061)
(1,928)
(7,967)
(13,841)

Note: The amount mainly represented cost of properties sold of the property development project in Macau which was completed during the year ended 31st March, 2016.

7. SHARE OF RESULTS OF JOINT VENTURES/INTERESTS IN JOINT VENTURES

As at 31st March, 2017, interests in joint ventures mainly included the Group’s interest in Lippo ASM Asia Property Limited (“LAAPL”) of HK$9,474,183,000 (2016 — HK$8,967,010,000, restated with details disclosed in Note 13 to the final results). LAAPL is a joint venture set up to hold the controlling stake in OUE Limited (“OUE”), a listed company in Singapore. OUE is principally engaged in developing and managing assets across the commercial, hospitality, retail, residential and healthcare sectors.

For the year ended 31st March, 2017, the Group’s share of loss in LAAPL amounted to approximately HK$21,882,000 (2016 — HK$280,764,000, restated with details disclosed in Note 13 to the final results). The share of loss recognised during the year was mainly attributable to the net fair value loss on the joint ventures’ investment properties and finance costs incurred by the joint ventures, partially offset by profit from disposal and reversal of impairment loss of its properties held for sale and fair value gain from its investments designated at fair value through profit or loss. The restated share of loss for the year ended 31st March, 2016 was mainly attributable to the impairment loss on properties held for sale, the impairment loss on goodwill arising from the acquisition of a subsidiary and finance costs incurred by the joint ventures.

– 13 –

8. INCOME TAX

Hong Kong:
Charge for the year
Overseas:
Charge for the year
Overprovision in prior years
Deferred
Total charge for the year
2017
HK$’000

10,690
(3,403)
(1,836)
5,451
5,451
2016
HK$’000
80,473

(8,820)
71,653
71,653

Hong Kong profits tax has been provided at the rate of 16.5 per cent. (2016 — 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.

9. 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 (2016 — 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, 2017 and 2016.

10. DIVIDENDS/DISTRIBUTIONS

Interim dividend, declared, of HK1 cent
(2016 — interim distribution of HK1 cent) per ordinary share
Final dividend, proposed, of HK1 cent
(2016 — HK2 cents) per ordinary share
2017
HK$’000
19,983
19,983
39,966
2016
HK$’000
19,983
39,966
59,949

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

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11. 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
2017
HK$’000
7,507
3,602
11,109
2016
HK$’000
10,580
32,200
42,780

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.

12. CREDITORS, ACCRUALS AND DEPOSITS RECEIVED

Creditors, accruals and deposits received mainly comprised deposits received for the further disposal of a 31 per cent. equity interest in MCB, which is subject to the approval of the Monetary Authority of Macao of HK$270,630,000 (2016 — HK$270,630,000), a non-refundable exclusivity payment of HK$130,000,000 (2016 — HK$20,000,000) in relation to the negotiation of the proposed disposal of a majority stake of the Group’s securities broking operation and trade payables relating to cash balances held on trust for the customers in respect of the Group’s securities broking operation of HK$855,803,000 (2016 — HK$336,481,000). As at 31st March, 2017, total client trust bank balances amounted to HK$845,921,000 (2016 — HK$295,784,000).

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

Outstanding balances with ages:
Repayable on demand
Within 30 days
2017
HK$’000
815,921
39,882
855,803
2016
HK$’000
288,677
47,856
336,533

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.

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13. COMPARATIVE AMOUNTS

During the year ended 31st March, 2016, a joint venture of OUE, which in turn is a subsidiary of LAAPL, a principal joint venture of the Group, acquired additional equity interests in a listed company (the “Acquisitions”). As at 31st March, 2016, the purchase price allocation review in respect of the Acquisitions was not completed. Such purchase price allocation review was completed during the year ended 31st March, 2017 and OUE recorded a share of gain from bargain purchase in relation to the Acquisitions. This gain from bargain purchase represents the excess of fair value of assets and liabilities acquired over the consideration paid.

As a consequence, the Group has made certain adjustments to retrospectively adjust the impact of the Acquisitions, which led to a decrease in share of loss of joint ventures and an increase of net profit attributable to equity holders of HK$25,524,000 in consolidated statement of profit or loss for the year ended 31st March, 2016, an increase in interests in joint ventures of HK$26,111,000 and an increase in the exchange equalisation reserve of HK$587,000 in the Group’s consolidated statement of financial position as at 31st March, 2016. As a result, the equity attributable to equity holders of the Company was increased by HK$26,111,000 as at 31st March, 2016 and the earnings per share amount attributable to the equity holders of the Company was increased by HK1.3 cents for the year ended 31st March, 2016.

Besides, certain comparative amounts have been reclassified and restated to conform with the current year’s presentation and disclosures.

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BUSINESS REVIEW

Overview

The global economy was volatile in the year 2016. The political and economic events such as the Brexit, the result of the U.S. presidential election, the extent of and the timing on increase of U.S. interest rate and devaluation of Renminbi created uncertainties and market volatility. On the positive side, the prevailing low interest rates and ample global liquidity have helped to maintain a more stable economic environment in the region.

The performance of global stock markets has improved since the third quarter of the year 2016. Moving into 2017, the pace of U.S. interest rate increase has become clearer. With the U.S. presidential election over, investors’ confidence towards the U.S. economy has gradually picked up. Renminbi as well as the stock market in mainland China has become more stable and less volatile.

Results for the Year

The Group recorded a consolidated profit attributable to shareholders of approximately HK$45 million for the year ended 31st March, 2017 (the “Year”), as compared to a consolidated profit of approximately HK$229 million (restated following the completion of certain purchase price allocation review under the Group’s joint venture) for the year ended 31st March, 2016 (the “Last Year” or “2016”). The profit for the Year was mainly contributed by the disposal of remaining units of the Group’s property development projects.

— Revenue for the Year decreased to HK$216 million (2016 HK$1,327 million). The higher revenue for 2016 was mainly contributed by a development project in Macau completed in the Last Year and all pre-sale proceeds of this development project were recognised as revenue during the Last Year. No new property development projects were completed during the Year, which accounted for the decrease in revenue.

Property investment

Segment revenue from the property investment business is mainly attributable to rental income from the investment properties portfolio and the interest income from the loans to Lippo ASM Asia Property Limited (“LAAPL”, a principal joint venture of the Company). — The total segment revenue for the Year increased to HK$81 million (2016 HK$51 million), mainly due to the increase of loans to LAAPL during the Year. After the impact of the fair value change of the investment properties, the segment reported a profit of HK$72 million — (2016 HK$75 million) for the Year before accounting for the share of results from the Group’s joint ventures.

LAAPL is the vehicle holding the controlling stake of OUE Limited (“OUE”, together with its subsidiaries, the “OUE Group”), a company listed on the Main Board of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and is principally engaged in developing and managing assets across the commercial, hospitality, retail, residential and healthcare sectors. The OUE Group has substantial and stable recurrent income stream from its high quality property portfolio at prime locations in Singapore, Shanghai in the People’s Republic of China (“PRC”) and Los Angeles in the United States of America. Asset enhancement initiatives at OUE Downtown in Singapore which transformed the development into a vibrant

– 17 –

mixed-use development encompassing offices, a retail podium and serviced residences have been completed. The retail podium has been transformed into Downtown Gallery, which offers new retail and dining concepts across six levels and was opened in May 2017. Oakwood Premier OUE Singapore, the new 268 units of serviced residences in OUE Downtown was opened in June 2017. The OUE Group also completed the construction of the extension to Crowne Plaza Changi Airport Hotel (“Crowne Plaza”) in Singapore which was opened during the Year. Crowne Plaza won the Best Airport Hotel (Singapore) at the TTG Travel Awards 2016 and the World’s Best Airport Hotel at the Skytrax World Airport Awards 2017. The iconic U.S. Bank Tower in downtown Los Angeles, a 75-storey Class A office tower, officially opened in June 2016 after completing its enhancement works. The enhancement works include, inter alia, OUE Skyspace LA, a two-storey open-air observation deck at the top of the tower, offering 360-degree views of the city and a first-of-its-kind Skyslide attraction. U.S. Bank Tower contributed positively to the revenue of the OUE Group. The OUE Group has achieved higher sales at OUE Twin Peaks, a residential property in Singapore, during the Year from active marketing activities. As at 31st March, 2017, LAAPL had an aggregate equity interest of approximately 68.63 per cent. in OUE.

OUE Hospitality Trust (“OUE H-Trust”), a real estate investment trust established by OUE in 2013, is listed on the Main Board of the SGX-ST. Its portfolio includes Mandarin Orchard Singapore, Mandarin Gallery and Crowne Plaza in Singapore. In April 2016, OUE H-Trust successfully completed a rights issue (the “Rights Issue”) of 441,901,257 new stapled securities in OUE H-Trust (the “Rights Stapled Securities”) at S$0.54 per Rights Stapled Security and raised funds of approximately S$238.6 million. Such funds were mainly utilised by OUE H-Trust to finance its acquisition of the extension to Crowne Plaza from OUE for a consideration of approximately S$205 million in August 2016.

LAAPL, OUE and an intermediate holding company of the Company took up in full their respective pro-rata entitlements to the Rights Stapled Securities. LAAPL’s subscription amount of approximately S$18 million was funded by a wholly-owned subsidiary of the Company (the “Subsidiary”) by way of interest free exchangeable loans (the “Exchangeable Loans”) in exchange for the Rights Stapled Securities subscribed by LAAPL. After the exchange right under the Exchangeable Loans was exercised to fully settle the Exchangeable Loans, LAAPL further disposed of certain stapled securities in OUE H-Trust in September 2016. As at 31st March, 2017, LAAPL and its subsidiaries held approximately 37.97 per cent. of the total number of stapled securities of OUE H-Trust in issue.

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 and One Raffles Place in Singapore as well as the properties at Lippo Plaza in Shanghai. The occupancy rates of its property portfolio are high. In March 2017, 233,281,400 new OUE C-REIT units were issued at S$0.643 per unit under a private placement to third parties. As a result, the OUE Group’s interests in OUE C-REIT was decreased from approximately 64.98 per cent. as at 31st March, 2016 to approximately 55.41 per cent. as at 31st March, 2017.

– 18 –

International Healthway Corporation Limited (“IHC”) became a subsidiary of OUE during the Year. On 16th February, 2017, the OUE Group entered into a sale and purchase agreement to acquire 593,470,029 shares in IHC. Together with the 362,204,008 shares in IHC acquired previously, the OUE Group then owned approximately 57.6 per cent. equity interest in IHC and announced a mandatory unconditional cash offer for all the remaining issued shares in IHC at an offer price of S$0.106 per share. The offer closed on 13th April, 2017 and as at the date of this announcement, the OUE Group owned approximately 86.16 per cent. equity interest in IHC. IHC is a company listed on the sponsor-supervised listing platform of the SGX-ST. It is an integrated healthcare services and facilities provider that currently owns 12 nursing homes in Japan and 2 hospitals in the PRC, and is developing an integrated medical centre in Malaysia.

The Group recorded a share of loss of joint ventures of HK$22 million from its investment — in LAAPL for the Year (2016 HK$281 million, restated). The share of loss for the Year was mainly resulted from net fair value loss on the joint ventures’ investment properties and finance costs incurred by the joint ventures, partially offset by profit from disposal and reversal of impairment loss of its properties held for sale and fair value gain from its investments designated at fair value through profit or loss. The restated share of loss for the Last Year was mainly attributable to the impairment loss on properties held for sale, the impairment loss on goodwill arising from the acquisition of a subsidiary and finance costs incurred by the joint ventures. Besides, affected by the depreciation of the Singapore dollar during the Year, the Group shared a decrease in exchange reserve on translation of LAAPL’s investment of HK$322 million during the Year.

During the Year, the Group advanced loans of approximately S$169 million to a subsidiary of LAAPL (the “LAAPL Subsidiary”). The proceeds of these loans were used to repay part of the existing indebtedness under LAAPL and for working capital purpose. These loans, together with the advances made to the LAAPL Subsidiary in prior years contributed interest income — of HK$75 million (2016 HK$41 million) to the Group for the Year.

As a result, the total interests in LAAPL as at 31st March, 2017 increased to HK$9.5 billion — (2016 HK$9.0 billion, restated).

Property development

“M Residences” is a residential property development at 83 Estrada de Cacilhas, Macau, in which the Group has 100 per cent. interest. “M Residences”, with a site area of approximately 3,398 square metres, has been developed into 311 residential units with a total saleable area of approximately 26,025 square metres. Occupation permit of “M Residences” was obtained in June 2015 and a substantial part of revenue was recorded in the Last Year. Hence, the segment revenue and segment profit for the Year decreased to HK$108 million — — (2016 HK$1,226 million) and HK$60 million (2016 HK$392 million) respectively, mainly from the sale of remaining units of “M Residences”.

– 19 –

Treasury and securities investments

Treasury and securities investments businesses recorded a total revenue of HK$9 million — during the Year (2016 HK$16 million), mainly attributable to the interest and dividend income received from the investment portfolio. The Group cautiously managed its investment portfolio and looked for opportunities to enhance yields and seek gains. The Group has certain direct investments in OUE H-Trust and OUE C-REIT through the Subsidiary in addition to its interests in them through LAAPL. In September 2016, the Subsidiary sold all the stapled securities in OUE H-Trust and units in OUE C-REIT held to independent third parties through married trades for an aggregate consideration of approximately S$19.2 million and S$6.1 million, respectively. Such disposals provided a good opportunity for the Group to realise its direct investments in OUE H-Trust and OUE C-REIT. The Group recognised a net gain of HK$18 million for the Year from the above disposals. Following the improvement in the global stock market in the third quarter of the year 2016, the Group recorded a net fair value gain on its investments under the securities investment segment for the Year as compared to a net fair value loss for 2016. As a consequence, the treasury and securities investments businesses — recorded a net profit of HK$27 million for the Year (2016 HK$9 million).

Banking business

The Group has an equity interest of 51 per cent. in The Macau Chinese Bank Limited (“MCB”), a licensed bank in Macau and a joint venture of the Company. MCB maintained strong growth in customer deposits and loans during the Year.

As provided in the shareholders’ agreement entered into between MCB and its shareholders in July 2015 to, amongst other things, regulate the relationships among shareholders of MCB (the “Shareholders’ Agreement”), in the event of the Group holding 20 per cent. or less of the issued share capital of MCB, the Group will be entitled to a put option to require Nam Yue (Group) Company Limited (a shareholder of MCB holding 40 per cent. of its equity interest) to purchase all the remaining shares in MCB held by the Group (the “Put Option”). The Put Option is exercisable at any time during a period of 5 years from the date when the Group’s shareholding interest in MCB becomes 20 per cent. or less. The right to exercise the Put Option survives any termination or expiry of the Shareholders’ Agreement. The fair value of the Put Option was included in “Other financial asset” of the Consolidated Statement of Financial Position.

In December 2016, supplemental agreements were entered into to extend the deadline for obtaining approval from the Monetary Authority of Macao in respect of the proposed disposal by the Group of further 31 per cent. equity interest in MCB from 31st December, 2016 to 30th June, 2017.

The share of profit of joint venture in this segment was HK$10 million for the Year — (2016 share of loss of HK$13 million). Due to the change in fair value of the Put Option, this segment reported a segment loss of HK$4 million for the Year, as compared to a segment profit of HK$216 million which included the gain on disposal of subsidiary of HK$202 million for the Last Year.

– 20 –

Corporate finance and securities broking

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

The continuing volatile stock markets in Hong Kong and mainland China make the local operating environment of corporate finance and securities broking business challenging. The outlook for the local stock market will be dependent on the market conditions in mainland China and economic developments globally. This segment registered a total revenue of — HK$16 million for the Year (2016 HK$19 million) and the loss of this segment was — HK$11 million for the Year (2016 HK$9 million).

On 25th January, 2017, a letter of exclusivity (the “Exclusivity Agreement”) was entered into between Norfyork International Limited (“Norfyork”), a wholly-owned subsidiary of the Company, and Cosenza Investments Limited (“Cosenza”), an independent third party, pursuant to which, in consideration of a non-refundable amount of HK$130 million paid by Cosenza to the Company (the “Exclusivity Payment”), Norfyork shall grant Cosenza certain exclusivity rights for a period of 18 months from the date of Exclusivity Agreement (the “Exclusivity Period”) in relation to the negotiation of the proposed sale and purchase of a majority stake in LSHL (the “Proposed Transaction”). The Exclusivity Payment is non-refundable and if closing of the Proposed Transaction takes place, it shall be applied against the consideration payable to Norfyork in relation to the Proposed Transaction. However, in the event that no sale and purchase agreement in respect of the Proposed Transaction is entered into on or before the end of the Exclusivity Period, the Exclusivity Payment shall be forfeited and retained by Norfyork and the Company, unless there is a breach by Norfyork and/or the Company of certain undertakings under the Exclusivity Agreement and/or their obligations to use reasonable endeavours to sign the sale and purchase agreement on or before the end of the Exclusivity Period.

— Segment assets as at 31st March, 2017 increased to HK$872 million (2016 HK$358 million), mainly due to the client money held in trust by LSHL. As a result, together with the Exclusivity Payment received for the Year, segment liabilities increased to HK$988 million (2016 — HK$339 million).

Financial Position

The Group’s financial position remained healthy. As at 31st March, 2017, its total assets — amounted to HK$11.9 billion (2016 HK$11.4 billion, restated). Property-related assets — amounted to HK$10.2 billion as at 31st March, 2017 (2016 HK$9.8 billion, restated), — representing 85 per cent. (2016 86 per cent., restated) of the total assets. The Group maintained a strong cash position. Total cash and cash equivalents as at 31st March, 2017 — amounted to HK$537 million (2016 HK$904 million). Current ratio as at the end of the — reporting period amounted to 1.2 (2016 1.9).

As at 31st March, 2017, the Group’s bank and other borrowings amounted to HK$477 million — (2016 Nil), which were coming from bank loan facilities granted to a subsidiary of the Company. The Company has provided corporate guarantee to the bank for the loans. The bank loans were denominated in Hong Kong dollars, carried interest at floating rate and were not repayable

– 21 –

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. The gearing ratio (measured as total borrowings to equity attributable to equity holders of the Company) was 4.8 per cent. as at 31st March, 2017.

The net asset value attributable to equity holders of the Group remained strong and amounted — to HK$10.0 billion as at 31st March, 2017 (2016 HK$10.5 billion, restated). This was — equivalent to HK$5.0 per share (2016 HK$5.3 per share, restated).

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, swaps and currency loans would be used to manage the foreign exchange exposure.

To secure bank overdraft facilities made available to the Group’s securities broking operation, — bank deposits of HK$1 million were pledged as at 31st March, 2017 (2016 HK$1 million). Such overdraft facilities had not been utilised at the end of the reporting period. 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 (2016 Nil).

The Group’s commitments are mainly related to the property development projects and securities investments. The decrease in commitments from HK$116 million as at 31st March, 2016 to HK$8 million as at 31st March, 2017 was mainly due to the utilisation of the Exchangeable Loans granted to certain joint ventures of the Group during the Year. 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 70 employees as at 31st March, 2017 (2016 95 employees). Staff costs (including directors’ emoluments) charged to the statement of profit or loss during the Year — amounted to HK$38 million (2016 HK$54 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.

PROSPECTS

Looking ahead, the global economy is likely to improve gradually. It is expected that the U.S. economy will grow at a faster pace in 2017. The Asian economies are expected to pick up in 2017, supported by the recovery in exports and domestic demand. However, certain uncertainties and downside risks such as Brexit-related negotiations, the rising deglobalisation sentiments and the geopolitical tensions in various regions remain. The Group will continue to be watchful of market developments. The Group will also continue to take a cautious and prudent approach in managing its assets and assessing new investment opportunities to capture growth opportunities and enhance shareholders’ value.

– 22 –

DIVIDENDS

The Directors have resolved to recommend to shareholders at the forthcoming Annual General Meeting (the “2017 AGM”) the payment of a final dividend of HK1 cent per share (2016 — HK2 cents per share) amounting to approximately HK$20 million for the year ended 31st March, 2017 (2016 — approximately HK$40 million). Together with the interim dividend of HK1 cent per share (2016 — interim distribution of HK1 cent per share) paid on 25th January, 2017, total dividends for the year ended 31st March, 2017 will be HK2 cents per share (2016 — total distributions/dividends were HK3 cents per share) amounting to approximately HK$40 million (2016 — approximately HK$60 million). Subject to the approval of shareholders at the 2017 AGM, the final dividend will be paid on or about Wednesday, 4th October, 2017 to shareholders whose names appear on the Company’s Register of Members on Friday, 15th September, 2017.

CLOSURE OF REGISTER OF MEMBERS

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

  • (i) from Tuesday, 29th August, 2017 to Friday, 1st September, 2017 (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 2017 AGM. In order to be entitled to attend and vote at the 2017 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 Monday, 28th August, 2017; and

  • (ii) from Tuesday, 12th September, 2017 to Friday, 15th September, 2017 (both dates inclusive) during which period no transfer of shares will be registered, for the purpose of ascertaining shareholders’ entitlement to the proposed final dividend. In order to qualify for the proposed final dividend, 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 Monday, 11th September, 2017.

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

During the year ended 31st March, 2017, 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.

– 23 –

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, 2017.

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. King Fai Tsui (Chairman), Mr. Albert Saychuan Cheok and Mr. Victor Ha Kuk Yung and one non-executive Director, Mr. Leon Nim Leung Chan. 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, 2017.

REVIEW OF PRELIMINARY RESULTS ANNOUNCEMENT BY INDEPENDENT AUDITORS

The figures in respect of the Group’s consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income and the related notes thereto for the year ended 31st March, 2017 (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 draft 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 Luen Wai Lee Chief Executive Officer

Hong Kong, 29th June, 2017

As at the date of this announcement, the executive Directors of the Company are Dr. Stephen Riady (Chairman) and Mr. John Luen Wai Lee (Chief Executive Officer); the non-executive Director of the Company is Mr. Leon Nim Leung Chan; and the independent non-executive Directors of the Company are Messrs. Albert Saychuan Cheok, Victor Ha Kuk Yung and King Fai Tsui.

  • For identification purpose only

– 24 –