AI assistant
3SBio Inc. — Annual Report 2019
Jun 28, 2019
49981_rns_2019-06-27_880a3db6-6455-428e-8948-5fac00cda660.pdf
Annual Report
Open in viewerOpens in your device viewer
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 31 MARCH 2019
The Board of Directors (the “ Board ”) of Hongkong Chinese Limited (the “ Company ”) announce the consolidated final results of the Company and its subsidiaries (collectively, the “ Group ”) for the year ended 31 March 2019 (the “ Year ”) together with comparative figures for the year ended 31 March 2018 (“ 2018 ”) as follows:
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the year ended 31 March 2019
| Note Continuing operations Revenue 4 Cost of sales 5 Gross profit Administrative expenses Other operating expenses Gain on disposal of interests in a joint venture Fair value gain on investment properties Net fair value gain on financial instruments at fair value through profit or loss 5 Finance costs Share of results of associates Share of results of joint ventures 6 Profit/(Loss) before tax from continuing operations 5 Income tax 7 Profit/(Loss) for the year from continuing operations Discontinued operation Profit/(Loss) for the year from discontinued operation 8 Profit for the year Attributable to: Equity holders of the Company Non-controlling interests Earnings/(Loss) per share attributable to equity holders of the Company 9 Basic and diluted – For profit for the year – For profit/(loss) from continuing operations |
2019 HK$’000 71,155 (2,889) 68,266 (42,044) (53,720) – 6,032 1,016 (17,338) 5,750 (101,294) (133,332) (2,350) (135,682) 145,677 9,995 10,818 (823) 9,995 HK cents 0.5 (6.8) |
2018 HK$’000 (Restated) 101,144 (8,016) 93,128 (45,218) (20,358) 113,905 3,035 27,135 (13,530) 5,790 177,251 341,138 (3,961) 337,177 (11,134) 326,043 326,840 (797) 326,043 HK cents (Restated) 16.4 16.9 |
|---|---|---|
– 1 –
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 March 2019
| Profit for the year Other comprehensive income/(loss) Other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods: Available-for-sale financial assets: Changes in fair value Adjustment for disposal of interests in a joint venture Exchange differences on translation of foreign operations Exchange differences reclassified to profit or loss upon: Disposal of subsidiaries Liquidation of foreign operations Share of other comprehensive income/(loss) of joint ventures: Exchange differences on translation of foreign operations Changes in fair value of available-for-sale financial assets Other reserves Net other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods, net of tax Other comprehensive income/(loss) that will not be reclassified to profit or loss in subsequent periods: Changes in fair value of equity instrument at fair value through other comprehensive income Share of changes in fair value of equity instruments at fair value through other comprehensive income of joint ventures Net other comprehensive income that will not be reclassified to profit or loss in subsequent periods, net of tax Other comprehensive income/(loss) for the year, net of tax Total comprehensive income/(loss) for the year Attributable to: Equity holders of the Company Non-controlling interests Total comprehensive income/(loss) for the year attributable to equity holders of the Company: – From continuing operations – From discontinued operation |
2019 HK$’000 9,995 – – (31,992) (2,708) (2,641) (205,036) – (8,048) (250,425) (6) 29,438 29,432 (220,993) (210,998) (207,880) (3,118) (210,998) (350,425) 142,545 (207,880) |
2018 HK$’000 326,043 |
|---|---|---|
| 543 167 64,403 – 1,140 611,635 115,339 17,112 |
||
| 810,339 | ||
| – – |
||
| – | ||
| 810,339 | ||
| 1,136,382 | ||
| 1,132,571 3,811 |
||
| 1,136,382 | ||
| 1,141,629 (9,058) |
||
| 1,132,571 |
– 2 –
CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 March 2019
| Note Non-current assets Fixed assets Investment properties Interests in associates Interests in joint ventures 6 Financial assets at fair value through other comprehensive income Financial assets at fair value through profit or loss 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 Time deposits with original maturity of more than three months Cash and cash equivalents Current liabilities Bank and other borrowings Creditors, accruals and deposits received 12 Tax payable Net current assets Total assets less current liabilities |
2019 HK$’000 32,486 140,112 374,295 10,533,021 18 2,940 – 49,087 11,131,959 85,385 29,566 8,356 7,920 16,458 197 – – – 506,525 654,407 246,667 35,638 54,464 336,769 317,638 11,449,597 |
2018 HK$’000 38,670 122,328 381,059 10,631,431 – – 3,175 48,826 |
|---|---|---|
| 11,225,489 | ||
| 91,653 30,580 20,833 36,533 7,518 – 300,909 1,073 4,785 539,031 |
||
| 1,032,915 | ||
| – 471,705 58,786 |
||
| 530,491 | ||
| 502,424 | ||
| 11,727,913 |
– 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 |
2019 HK$’000 490,000 15,379 505,379 10,944,218 1,998,280 8,925,069 10,923,349 20,869 10,944,218 |
2018 HK$’000 481,667 15,234 |
|---|---|---|
| 496,901 | ||
| 11,231,012 | ||
| 1,998,280 9,200,672 |
||
| 11,198,952 32,060 |
||
| 11,231,012 |
– 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 (the “ Listing Rules ”) 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 31 March 2018, except for the adoption of the new and revised HKFRSs as disclosed in Note 2 to the final results.
2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group has adopted the following new and revised HKFRSs for the first time for the current year’s final results:
| Amendments to HKFRS 2 | Classification and Measurement of Share-based Payment |
|---|---|
| Transactions | |
| Amendments to HKFRS 4 | Applying HKFRS 9 Financial Instruments with HKFRS 4 |
| Insurance Contracts | |
| HKFRS 9 | Financial Instruments |
| HKFRS 15 | Revenue from Contracts with Customers |
| Amendments to HKFRS 15 | Clarifications to HKFRS 15 Revenue from Contracts with |
| Customers | |
| Amendments to HKAS 40 | Transfers of Investment Property |
| HK(IFRIC)-Int 22 | Foreign Currency Transactions and Advance Consideration |
| Annual Improvements 2014-2016 Cycle | Amendments to HKFRS 1 and HKAS 28 |
Other than as explained below regarding the impact of HKFRS 9 and HKFRS 15, the application of the above new and revised standards has had no significant financial effect on the final results.
(a) HKFRS 9 Financial Instruments
HKFRS 9 replaces HKAS 39 Financial Instruments: Recognition and Measurement , bringing together all three aspects of the accounting for financial instruments: classification and measurement; impairment; and hedge accounting. The Group has recognised the transition adjustments against the applicable opening balances in equity at 1 April 2018. Therefore, the comparative information was not restated and continues to be reported under HKAS 39.
The following information sets out the impact of adopting HKFRS 9 on the consolidated statement of financial position, including the effect of replacing HKAS 39’s incurred credit loss calculations with HKFRS 9’s expected credit losses (“ ECLs ”).
Classification and measurement
The changes in classification and measurement mainly affect the classification and measurement of the available-for-sale financial assets of the Group and its joint ventures.
Impairment
Upon adoption of HKFRS 9, the Group has applied the simplified approach and recorded lifetime expected losses that are estimated based on the present values of all cash shortfalls over the remaining life of all of its trade debtors. The results of the revision at 1 April 2018 have not resulted in any material change in impairment provision or any material impact on the carrying amount of the Group’s financial assets.
A joint venture has applied the general approach and recorded lifetime or twelve-month ECLs in accordance with HKFRS 9.
– 5 –
A reconciliation between the carrying amounts under HKAS 39 and the balances reported under HKFRS 9 as at 1 April 2018 is as follows:
| HKAS 39 measurement category HKFRS 9 measurement category Note Financial assets Available-for-sale financial assets: Equity securities (i) AFS FVOCI Debt securities (ii) AFS FVPL Investment funds (iii) AFS FVPL Financial assets at fair value through other comprehensive income: Equity securities (i) N/A FVOCI Financial assets at fair value through profit or loss: Equity securities FVPL FVPL Debt securities (ii) FVPL FVPL Investment funds (iii) FVPL FVPL Loans and advances L&R AC Financial assets included in debtors, prepayments and deposits L&R AC Other financial asset FVPL FVPL Client trust bank balances L&R AC Restricted cash L&R AC Time deposits with original maturity of more than three months L&R AC Cash and cash equivalents L&R AC Total financial assets Other asset Interests in joint ventures (iv) N/A N/A Financial liabilities Bank and other borrowings AC AC Financial liabilities included in creditors, accruals and deposits received AC AC Total financial liabilities |
HKAS 39 carrying amount HK$’000 24 2,880 271 – 286 – 7,232 20,833 34,900 48,826 300,909 1,073 4,785 539,031 961,050 10,631,431 481,667 331,132 812,799 |
Re- classification HK$’000 (24) (2,880) (271) 24 – 2,880 271 – – – – – – – – – – – – |
Re- measurement (including ECL impact) HK$’000 – – – – – – – – – – – – – – – (5,556) – – – |
HKFRS 9 carrying amount HK$’000 – – – 24 286 2,880 7,503 20,833 34,900 48,826 300,909 1,073 4,785 539,031 |
|---|---|---|---|---|
| 961,050 | ||||
| 10,625,875 | ||||
| 481,667 331,132 |
||||
| 812,799 |
FVOCI: Fair value through other comprehensive income FVPL: Fair value through profit or loss AC: Amortised cost AFS: Available-for-sale L&R: Loans and receivables N/A: Not applicable
– 6 –
The following table summarised the impact of initial application of HKFRS 9 on the Group’s equity as at 1 April 2018:
| Note HKAS 39 carrying amount at 31 March 2018, as previously reported ECL adjustments (iv) Transfer from retained profits to fair value reserve of financial assets at FVOCI (i) Transfer from fair value reserve of financial assets at FVOCI to retained profits (v) Transfer of fair value reserve of financial assets at FVOCI by a joint venture (vi) Balance at 1 April 2018, as adjusted Note: |
Fair value reserve of financial assets at FVOCI HK$’000 384,033 110 (64,000) (575) 70 319,638 |
Retained profits HK$’000 7,237,642 (5,666) 64,000 575 (70) 7,296,481 |
|---|---|---|
-
(i) Equity securities classified as AFS were reclassified to FVOCI because the Group invests in such investments for strategic purpose and intends to hold for the foreseeable future and the Group has irrevocably elected to so classify upon initial recognition or transition. Besides, certain unlisted equity instruments classified as AFS were previously carried at cost less impairment. Upon initial application of HKFRS 9 at 1 April 2018, the accumulated impairment was transferred from retained profits to fair value reserve of financial assets at FVOCI (formerly investment revaluation reserve).
-
(ii) Certain debt securities were reclassified from AFS to FVPL as their cash flow characteristics fail the solely comprised of principal and interest criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell.
-
(iii) Investment funds classified as AFS were reclassified to FVPL as their cash flows are not solely payments of principal and interest on the principal outstanding.
-
(iv) HKFRS 9 ECL decreased the net asset value of a joint venture of the Company. Hence, the Group’s interests in joint ventures decreased.
-
(v) Investment revaluation reserve relating to debt securities and investment funds, which was previously presented under accumulated other comprehensive income, was transferred to retained profits.
-
(vi) A joint venture reclassified its financial assets in accordance with HKFRS 9. The amount represented the share of transfer from fair value reserve of financial assets at FVOCI to retained profits.
– 7 –
(b) HKFRS 15 Revenue from Contracts with Customers
HKFRS 15 and its amendments replace HKAS 11 Construction Contracts , HKAS 18 Revenue and related interpretations and it applies, with limited exceptions, to all revenue arising from contracts with customers. 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 Group has adopted HKFRS 15 using the modified retrospective method of adoption. Results for the periods beginning on or after 1 April 2018 are presented under HKFRS 15, while prior period amounts are not adjusted and continue to be reported in accordance with the previous basis.
The Group and some of its associates and joint ventures are engaged in property development. Certain costs incurred in fulfilling a contract which were previously 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. The Group has elected to apply HKFRS 15 retrospectively only to uncompleted contracts as at 1 April 2018. Except this change of accounting policy, the adoption of HKFRS 15 has insignificant financial effect on the final results.
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 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 investments in securities held-for-trading and for long-term strategic purpose;
-
(e) the banking business segment engages in the provision of commercial and retail banking services; and
-
(f) the “other” segment comprises principally money lending and the provision of project management services.
The corporate finance and securities broking segment which provides securities and futures brokerage, investment banking, underwriting and other related advisory services was classified as discontinued operation during the current year (Note 8).
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.
– 8 –
Year ended 31 March 2019
| Revenue External Inter-segment Total Segment results Unallocated corporate expenses Share of results of associates Share of results of joint ventures Profit/(Loss) 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) Depreciation Interest income Finance costs Gain on disposal of subsidiaries Write-back of provisions/ (Provisions) for impairment losses on: Fixed assets Properties under development Properties held for sale Loans and receivables Realised translation gains reclassified to the statement of profit or loss relating to liquidation of foreign operations Net fair value gain on financial instruments at fair value through profit or loss Fair value gain on investment properties Unallocated: Capital expenditure(Note)_ Depreciation |
Continuing | operations | Inter- segment elimination Consolidated HK$’000 HK$’000 – 71,155 – – – 71,155 73 46,674 (84,462) – 5,750 – (101,294) (133,332) – 842,960 – 374,295 – 10,533,021 36,090 11,786,366 – 752,601 89,547 842,148 – 20,785 – (487) – 56,627 – (17,338) – – – (1,782) – (138) – 196 – (3,332) – 2,641 – 1,016 – 6,032 10 (6,002) |
Discontinued operation Corporate finance and securities broking Inter- segment elimination Consolidated HK$’000 HK$’000 HK$’000 11,504 – 82,659 73 (73) – 11,577 (73) 82,659 145,750 (73) 192,351 (84,462) – – 5,750 – – (101,294) 12,345 – – 842,960 – – 374,295 – – 10,533,021 – – 36,090 – – 11,786,366 – – 752,601 – – 89,547 – – 842,148 3 – 20,788 (50) – (537) – – 56,627 – – (17,338) 153,255 – 153,255 – – (1,782) – – (138) – – 196 (238) – (3,570) – – 2,641 – – 1,016 – – 6,032 10 (6,002) |
Discontinued operation Corporate finance and securities broking Inter- segment elimination Consolidated HK$’000 HK$’000 HK$’000 11,504 – 82,659 73 (73) – 11,577 (73) 82,659 145,750 (73) 192,351 (84,462) – – 5,750 – – (101,294) 12,345 – – 842,960 – – 374,295 – – 10,533,021 – – 36,090 – – 11,786,366 – – 752,601 – – 89,547 – – 842,148 3 – 20,788 (50) – (537) – – 56,627 – – (17,338) 153,255 – 153,255 – – (1,782) – – (138) – – 196 (238) – (3,570) – – 2,641 – – 1,016 – – 6,032 10 (6,002) |
|||
|---|---|---|---|---|---|---|---|---|
| Property investment Property development HK$’000 HK$’000 58,959 6,083 – – 58,959 6,083 42,218 1,651 – 5,782 (111,827) 2,852 178,318 110,883 6,476 367,761 10,397,143 1,671 744,915 7,456 20,785 – (449) (11) 52,283 – (17,338) – – – (1,782) – – (138) 196 – – – – 2,093 – – 6,032 – |
Treasury investment HK$’000 4,062 – 4,062 4,062 – – 476,879 – – – – – 4,062 – – – – – – – – – |
Securities investment HK$’000 574 – 574 1,002 – – 19,416 – – 82 – – – – – – – – – – 755 – |
Banking business HK$’000 – – – 261 – 7,681 49,087 – 134,207 – – – – – – – – – – – 261 – |
Other HK$’000 1,477 – 1,477 (2,593) (32) – 8,377 58 – 148 – (27) 282 – – – – – (3,332) 548 – – |
Corporate finance and securities broking HK$’000 11,504 73 11,577 145,750 – – – – – – – – – – 3 (50) – – 153,255 – – – (238) – – – |
|||
| 82,659 | ||||||||
| 192,351 (84,462) 5,750 (101,294) |
||||||||
| 12,345 | ||||||||
| 842,960 374,295 10,533,021 36,090 |
||||||||
| 11,786,366 | ||||||||
| 752,601 89,547 |
||||||||
| 842,148 | ||||||||
| 20,788 (537) 56,627 (17,338) 153,255 (1,782) (138) 196 (3,570) 2,641 1,016 6,032 10 (6,002) |
– 9 –
Year ended 31 March 2018 (restated)
| Revenue External Inter-segment Total Segment results Unallocated corporate expenses Share of results of associates Share of results of joint ventures Profit before tax Segment assets Interests in associates Interests in joint ventures Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Other segment information: Capital expenditure_(Note) Depreciation Interest income Finance costs Gain on disposal of interests in a joint venture Write-back of provisions/ (Provisions) for impairment losses on: A joint venture Properties under development Properties held for sale Loans and receivables Realised translation losses reclassified to the statement of profit or loss relating to liquidation of foreign operations Net fair value gain/(loss) on financial instruments at fair value through profit or loss Fair value gain on investment properties Unallocated: Capital expenditure(Note)_ Depreciation |
Continuing | operations | Consolidated HK$’000 101,144 – 101,144 204,105 (46,008) 5,790 177,251 341,138 865,818 381,059 10,631,431 52,145 11,930,453 501,452 86,245 587,697 8 (142) 53,867 (13,530) 113,905 465 (143) 195 (771) (1,140) 27,135 3,035 576 (5,851) |
Discontinued operation Corporate finance and securities broking Inter- segment elimination HK$’000 HK$’000 17,388 – 1 (1) 17,389 (1) (11,133) (1) – – – – 327,951 – – – – – – – 327,951 – 439,695 – – – 439,695 – 146 – (134) – – – (27) – – – – – – – – – (154) – – – – – – – |
Consolidated HK$’000 118,532 – |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| Property investment HK$’000 58,570 – 58,570 44,530 – 158,538 162,561 7,101 10,522,724 485,858 8 (81) 51,985 (13,530) – – – 195 – – – 3,035 |
Property development HK$’000 40,345 – 40,345 24,098 5,821 (46) 127,472 373,914 1,762 15,544 – (34) – – – 465 (143) – – (1,140) – – |
Treasury investment HK$’000 1,556 – 1,556 1,556 – – 505,073 – – – – – 1,556 – – – – – – – – – |
Securities investment HK$’000 15 – 15 (414) – – 10,693 – – – – – – – – – – – – – (254) – |
Banking business HK$’000 – – – 141,294 – 18,759 48,826 – 106,945 – – – – – 113,905 – – – – – 27,389 – |
Other HK$’000 658 – 658 (6,960) (31) – 11,193 44 – 50 – (27) 326 – – – – – (771) – – – |
Inter- segment elimination HK$’000 – – – 1 – – – – – – – – – – – – – – – – – – |
Corporate finance and securities broking HK$’000 17,388 1 17,389 (11,133) – – 327,951 – – – 327,951 439,695 – 439,695 146 (134) – (27) – – – – (154) – – – |
|||
| 118,532 | ||||||||||
| 192,971 (46,008) 5,790 177,251 |
||||||||||
| 330,004 | ||||||||||
| 1,193,769 381,059 10,631,431 52,145 |
||||||||||
| 12,258,404 | ||||||||||
| 941,147 86,245 |
||||||||||
| 1,027,392 | ||||||||||
| 154 (276) 53,867 (13,557) 113,905 465 (143) 195 (925) (1,140) 27,135 3,035 576 (5,851) |
Note: Capital expenditure includes additions to fixed assets.
– 10 –
Geographical information
(a) Revenue from external customers
| Hong Kong Macau Mainland China Republic of Singapore Other Revenue from continuing operations Revenue from discontinued operation — Hong Kong |
2019 HK$’000 3,317 5,908 5,773 53,180 2,977 71,155 11,504 82,659 |
2018 HK$’000 543 30,918 14,374 52,073 3,236 |
|---|---|---|
| 101,144 17,388 |
||
| 118,532 |
The revenue information above is based on the locations of the customers.
(b) Non-current assets
| Hong Kong Macau Mainland China Republic of Singapore Indonesia Other |
2019 HK$’000 673 134,207 81,694 10,673,927 139,538 49,875 11,079,914 |
2018 HK$’000 1,328 106,945 84,987 10,934,621 – 45,607 |
|---|---|---|
| 11,173,488 |
The non-current assets information above is based on the locations of the assets and excludes financial instruments.
Information about a major customer
For the year ended 31 March 2019, revenue of approximately HK$52,122,000 (2018 — HK$51,985,000) was derived from interest income from a single customer in the property investment segment.
– 11 –
4. REVENUE
An analysis of revenue from continuing operations is as follows:
| Revenue from contracts with customers: Sale of properties Revenue from other sources: Property rental income Interest income Dividend income Other |
2019 HK$’000 6,533 – 6,676 56,627 574 745 71,155 |
2018 HK$’000 – 40,345 6,585 53,867 15 332 |
|---|---|---|
| 101,144 |
Revenue from contracts with customers Disaggregated revenue information Year ended 31 March 2019
| Segments Type of goods or services: Sale of properties Provision of project management services Total revenue from contracts with customers Geographical markets: Macau Mainland China Republic of Singapore Total revenue from contracts with customers Timing of revenue recognition: Goods transferred at a point in time Services transferred over time Total revenue from contracts with customers |
Property development HK$’000 6,083 – 6,083 5,906 177 – 6,083 6,083 – 6,083 |
Other HK$’000 – 450 450 – – 450 450 – 450 450 |
Total HK$’000 6,083 450 |
|---|---|---|---|
| 6,533 | |||
| 5,906 177 450 |
|||
| 6,533 | |||
| 6,083 450 |
|||
| 6,533 |
Set out below is the reconciliation of the revenue from contracts with customers with the amounts disclosed in the segment information:
Year ended 31 March 2019
| Segments Revenue from contracts with external customers Revenue from other sources — external Total segment revenue |
Property development HK$’000 6,083 – 6,083 |
Other HK$’000 450 1,027 1,477 |
Total HK$’000 6,533 1,027 |
|---|---|---|---|
| 7,560 |
– 12 –
5. PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS
Profit/(Loss) before tax from continuing operations is arrived at after crediting/(charging):
| Net fair value gain/(loss) on financial instruments at fair value through profit or loss: Held for trading financial assets at fair value through profit or loss: Equity securities Investment funds Other financial assets mandatorily classified at fair value through profit or loss: Debt securities Investment funds Derivative financial instrument Cost of sales: Cost of properties sold Other Interest income: Loans and advances Other Write-back of provisions/(Provisions) for impairment losses on:# Fixed assets A joint venture Properties under development Properties held for sale Loans and receivables Depreciation Legal and professional fees# Consultancy and service fees# Donations# Foreign exchange gains/(losses) — net# Realised translation gains/(losses) reclassified to the statement of profit or loss relating to liquidation of foreign operations# |
2019 HK$’000 1,239 (551) 60 7 261 1,016 (849) (2,040) (2,889) 52,565 4,062 (1,782) – (138) 196 (3,332) (6,489) (6,742) (19,557) (5,882) (11,811) 2,641 |
2018 HK$’000 (62) (192) – – 27,389 27,135 (6,325) (1,691) (8,016) 52,311 1,556 – 465 (143) 195 (771) (5,993) (8,400) (8,472) – 13,819 (1,140) |
|---|---|---|
The amounts are included in “Other operating expenses” in the consolidated statement of profit or loss.
– 13 –
6. SHARE OF RESULTS OF JOINT VENTURES/INTERESTS IN JOINT VENTURES
Interests in joint ventures mainly included the Group’s interest in Lippo ASM Asia Property Limited (“ LAAPL ”). LAAPL is a joint venture set up to hold the controlling stake in OUE Limited (“ OUE ”, together with its subsidiaries the “ OUE Group ”), a listed company in Singapore. OUE is principally engaged in developing and managing assets across the commercial, hospitality, retail, residential and healthcare sectors. Certain bank facilities under LAAPL were secured by certain listed shares held under it.
For the year ended 31 March 2019, the Group’s share of loss in LAAPL amounted to approximately HK$111,741,000 (2018 — share of profit of HK$158,538,000). The change was mainly attributable to an unrealised exchange loss on translation of the financial liabilities, a decrease of fair value gain on investment properties, impairment loss on intangible assets and loss on disposal of interests in equityaccounted investees.
7. INCOME TAX
| Hong Kong: Charge for the year Overseas: Charge for the year Overprovision in prior years Deferred: Current year Effect of change in tax rate Total charge for the year from continuing operations |
2019 HK$’000 24 1,506 – 820 – 2,326 2,350 |
2018 HK$’000 – 10,355 (70) (5,285) (1,039) 3,961 3,961 |
|---|---|---|
Hong Kong profits tax has been provided at the rate of 8.25% or 16.5%, as appropriate (2018 — 16.5%) on the estimated assessable profits arising in Hong Kong during the year. For the companies operating in mainland China, Republic of Singapore and Macau, corporate taxes have been calculated on the estimated assessable profits for the year at the rates of 25%, 17% and 12% (2018 — 25%, 17% and 12%), respectively. Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries/jurisdictions in which the Group operates.
– 14 –
8. DISCONTINUED OPERATION
In July 2018, the Group entered into a sale and purchase agreement for the sale of the entire issued shares in Lippo Securities Holdings Limited (“ LSH ”, the wholly-owned securities arm of the Company). The disposal was completed on 11 December 2018 and the Group has ceased the corporate finance and securities broking business.
The results of LSH and its subsidiaries (the “ LSH Group ”) included in the Group’s consolidated statement of profit or loss as a discontinued operation are presented below:
| Note Revenue(Note) Cost of sales Gross profit Administrative expenses Other operating expenses Finance costs Loss before tax Income tax Loss after tax of discontinued operation Gain on disposal of discontinued operation Profit/(Loss) for the year from discontinued operation Other comprehensive income/(loss) Exchange differences on translation of discontinued operation Release of cumulative exchange differences on translation of discontinued operation upon disposal Other comprehensive income/(loss) from discontinued operation Total comprehensive income/(loss) for the year from discontinued operation Earnings/(Loss) per share attributable to equity holders of the Company 9 Basic and diluted – For profit/(loss) from discontinued operation |
2019 HK$’000 11,504 (5,305) 6,199 (10,859) (2,918) – (7,578) – (7,578) 153,255 145,677 (424) (2,708) (3,132) 142,545 HK cents 7.3 |
2018 HK$’000 17,388 (8,041) 9,347 (14,273) (6,181) (27) (11,134) – (11,134) – (11,134) 2,076 – 2,076 (9,058) HK cents (0.5) |
|---|---|---|
Note: Revenue represents income from securities and futures brokerage, investment banking, underwriting and other related advisory services under corporate finance and securities broking segment. The revenue is recognised at a point in time when the services are rendered and generated from customers located in Hong Kong.
– 15 –
The net assets of the LSH Group disposed of were as follows:
| Net assets disposed of: Fixed assets Loans and advances Debtors, prepayments and deposits Client trust bank balances Restricted cash Cash and cash equivalents Creditors, accruals and deposits received Release of cumulative exchange differences on translation of foreign operations Gain on disposal of subsidiaries Satisfied by: Cash |
2019 HK$’000 88 7,861 14,451 217,350 1,010 182,751 (226,481) |
|---|---|
| 197,030 (2,708) |
|
| 194,322 153,255 |
|
| 347,577 | |
| 347,577 |
9. EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
(a) Basic earnings/(loss) per share
Basic earnings/(loss) per share is calculated based on (i) the consolidated profit/(loss) for the year attributable to equity holders of the Company; and (ii) the weighted average number of approximately 1,998,280,000 ordinary shares (2018 — approximately 1,998,280,000 ordinary shares) in issue during the year.
| Consolidated profit/(loss) attributable to equity holders of the Company: From continuing operations From discontinued operation |
2019 HK$’000 (134,859) 145,677 10,818 |
2018 HK$’000 337,974 (11,134) |
|---|---|---|
| 326,840 |
(b) Diluted earnings/(loss) per share
The Group had no potentially dilutive ordinary shares in issue during the years ended 31 March 2019 and 2018.
10. DIVIDENDS
| Interim dividend, declared, of HK1 cent (2018 — HK1 cent) per ordinary share Final dividend, proposed, of HK1 cent (2018 — HK1 cent) per ordinary share |
2019 HK$’000 19,983 19,983 39,966 |
2018 HK$’000 19,983 19,983 |
|---|---|---|
| 39,966 |
The proposed final dividend for the year is subject to the approval of the Company’s shareholders at the forthcoming annual general meeting.
– 16 –
11. DEBTORS, PREPAYMENTS AND DEPOSITS
Trade debtors balance as at 31 March 2018 was attributable to the LSH Group, which was disposed of in December 2018. Included in the balances are trade debtors with an ageing analysis, based on the invoice date and net of loss allowance, as follows:
| Outstanding balances with ages: Repayable on demand Within 30 days |
2019 HK$’000 – – – |
2018 HK$’000 7,928 683 |
|---|---|---|
| 8,611 |
12. CREDITORS, ACCRUALS AND DEPOSITS RECEIVED
Balance of trade creditors as at 31 March 2018 was attributable to the LSH Group, which was disposed of during the year. An ageing analysis of trade creditors, based on the invoice date, is as follows:
| Outstanding balances with ages: Repayable on demand Within 30 days |
2019 HK$’000 – – – |
2018 HK$’000 267,135 39,231 |
|---|---|---|
| 306,366 |
13. EVENTS AFTER THE REPORTING PERIOD
In April 2019, the OUE Group completed the disposals of all its interests in Aquamarina Hotel Private Limited and Marina Centre Holdings Private Limited for an aggregate consideration of S$390,000,000 (approximately HK$2,262,000,000). Based on the information currently available to the Company, it is estimated that the Group would record a share of profit from joint ventures in the consolidated statement of profit or loss of approximately HK$470,000,000 (subject to audit and adjustment) arising from the disposals for the year ending 31 March 2020.
14. COMPARATIVE AMOUNTS
-
(a) The comparative statement of profit or loss has been re-presented as if the operation discontinued during the current year had been discontinued at the beginning of the comparative period (Note 8).
-
(b) The Group had initially applied HKFRS 9 and HKFRS 15 on 1 April 2018. Under the transition methods chosen, comparative information is not restated. Further details of the changes in accounting policies are disclosed in Note 2 to the final results.
-
(c) Certain comparative amounts have been reclassified to conform with the current year’s presentation and disclosures.
– 17 –
BUSINESS REVIEW
Overview
During the Year, the Group and its joint ventures steered through uncertainties and risks due to trade tensions, interest rate hikes of the United States of America, Brexit negotiations, and other economic and geopolitical incidents on the back of softened global economic growth, and successfully executed substantive corporate transactions that would be essential to their sustainable growth in future.
Results for the Year
The Group recorded a consolidated profit attributable to shareholders of approximately HK$11 million for the Year, as compared to a consolidated profit of approximately HK$327 million for 2018 which included a non-recurrent gain of disposal of interests in a joint venture of HK$114 million. The decrease was mainly due to share of loss from joint ventures of approximately HK$101 million (2018 — profit of approximately HK$177 million), as a result of a decrease in fair value gain on investment properties of the joint ventures and an unrealised exchange loss on translation of the financial liabilities of a joint venture. It was also due to lower profit from disposal of the Group’s development properties and less fair value gain from financial instruments at fair value through profit or loss and higher operating expenses during the Year despite a gain on disposal of subsidiaries of approximately HK$153 million resulting from the completion of the disposal of LSH.
Property investment and development businesses contributed to 91% (2018 — 98%) of total revenue from continuing operations for the Year. Revenue from continuing operations for the Year decreased to HK$71 million (2018 — HK$101 million). The decrease was mainly due to less properties of the Group sold during the Year.
In December 2018, the Group completed the disposal of LSH pursuant to a sale and purchase agreement dated 20 July 2018 with the G-Resources Group Limited group for a consideration of approximately HK$348.7 million. After the completion, the Group has ceased the corporate finance and securities broking business. Accordingly, the results of the corporate finance and securities broking business carried out by the LSH Group together with the gain on disposal were included under results from discontinued operation. This segment registered a total revenue of HK$12 million for the Year (2018 — HK$17 million) and the profit of this segment after the gain on disposal was HK$146 million for the Year (2018 — loss of HK$11 million).
The Group’s other operating expenses mainly included legal and professional fees, consultancy and service fees, donations and exchange difference. Other operating expenses from continuing operations increased to HK$54 million for the Year (2018 — HK$20 million). The increase was mainly due to exchange losses from depreciation of Singapore dollar and Renminbi for the Year of HK$12 million as compared with exchange gains of HK$14 million for 2018 and the increase of consultancy and service fees for the Year by HK$11 million.
– 18 –
Property Investment
Segment revenue from the property investment business was mainly attributable to recurrent rental income from the Group’s investment properties and interest income from the loans to joint ventures of the Company. The segment revenue for the Year amounted to HK$59 million (2018 — HK$59 million). Segment profit for the Year before accounting for the share of results from the Group’s joint ventures amounted to HK$42 million (2018 — HK$45 million).
LAAPL (together with its subsidiaries the “ LAAPL Group ”), a principal joint venture of the Company is the vehicle holding a controlling stake of approximately 68.7% equity interest in OUE as at 31 March 2019. OUE is listed on the Main Board of Singapore Exchange Securities Trading Limited (the “ SGX-ST ”). The OUE Group develops and manages assets across the commercial, hospitality, retail, residential and healthcare sectors. During the Year, the OUE Group remained focused on strengthening its asset portfolio to boost its recurrent income base, while capitalising on strategic growth opportunities. In September 2018, the OUE Group announced a conditional purchase of plots of land of approximately 8,000 sq. m. in a prime location in the central business district in South Jakarta, Indonesia which are planned to be the South Jakarta Development Project with 57 storeys of mix development comprising premium office space and a luxury boutique hotel.
Following its transformation completed in 2017, OUE Downtown in Singapore’s Central Business District becomes a vibrant work-live-play destination comprising prime office space (37-storey OUE Downtown 2 and high zone of the 50-storey OUE Downtown 1 (collectively “ OUE Downtown Office ”)), 268 luxury serviced residences occupying 7th to 32nd storeys of OUE Downtown 1 (Oakwood Premier OUE Singapore) and a retail mall of approximately 14,000 sq. m. (Downtown Gallery). In November 2018, the OUE Group divested OUE Downtown Office to OUE Commercial Real Estate Investment Trust (“ OUE C-REIT ”, listed on the Main Board of the SGX-ST) for a consideration of S$908 million (approximately HK$5.2 billion). Such acquisition by OUE C-REIT was financed in part through a rights issue of new units of OUE C-REIT. The OUE Group directly owns the remaining Oakwood Premier OUE Singapore and Downtown Gallery which contributed positively to the OUE Group’s performance and recurrent income base. The iconic U.S. Bank Tower in downtown Los Angeles, a 72-storey Class A office tower enhanced with OUE Skyspace LA (a 2-storey openair observation deck at the top of the tower offering unrivalled 360-degree city views) also increased its revenue contribution to the OUE Group.
The OUE Group had, as at 31 March 2019, an approximately 56.2% interest in OUE C-REIT. OUE C-REIT’s Grade A property portfolio as at 31 March 2019 included OUE Bayfront, One Raffles Place and OUE Downtown Office in Singapore as well as the properties at Lippo Plaza in Shanghai. The financial performance of the portfolio was enhanced considerably with the addition of OUE Downtown Office. The portfolio’s committed occupancy attained 94% as at 31 March 2019.
The LAAPL Group also held, as at 31 March 2019, approximately 39.0% of the total number of stapled securities of OUE Hospitality Trust (“ OUE H-Trust ”) which is listed on the Main Board of the SGX-ST. Its portfolio includes the 1,077-room Mandarin Orchard Singapore, the adjoining Mandarin Gallery and the 563-room Crowne Plaza Changi Airport in Singapore. OUE H-Trust recorded a slightly softer set of results amidst a competitive environment during the Year.
– 19 –
In April 2019, the proposed merger of OUE C-REIT and OUE H-Trust (the “ Proposed Merger ”) was announced. If completed, the Proposed Merger would create one of the largest Singapore REITS with total assets of approximately S$6.8 billion (approximately HK$39.4 billion) and the LAAPL Group’s interest in OUE C-REIT would be reduced to approximately 48.3%. Further, OUE H-Trust would be wholly owned by OUE C-REIT’s trustee and would be delisted from the SGX-ST.
In addition, the OUE Group completed the disposal of its minority interests in Aquamarina Hotel Private Limited (“ Aquamarina ”) and Marina Centre Holdings Private Limited for an aggregate consideration of S$390 million (approximately HK$2,262 million). Further to such disposal, Singapore Mandarin International Hotels Pte Ltd (a subsidiary of OUE) has also agreed to terminate its hotel operating agreement with Aquamarina (being the owner of Marina Mandarin Singapore) on or before 31 December 2019. It is estimated that the Group would record a share of profit from joint ventures of approximately HK$470 million (subject to audit and adjustment) arising from such disposal for the year ending 31 March 2020.
The OUE Group had, as at 31 March 2019, an approximately 64.3% equity interest in OUE Lippo Healthcare Limited (“ OUELH ”, together with its subsidiaries the “ OUELH Group ”) in Singapore which is listed on the Catalist Board of the SGX-ST. The OUELH Group provides high-quality and sustainable healthcare solutions through the acquisition, development, management and operations of healthcare facilities across Asia. It owns 12 quality nursing homes in Japan and derives rental revenue therefrom. It also has an integrated hospital development project in Chengdu and real estate in Wuxi, the PRC as well as a strategically located site in Kuala Lumpur, Malaysia.
As part of the OUELH Group’s Pan-Asian growth strategy, it completed in October 2018 the acquisition of a 40% interest in Bowsprit Capital Corporation Limited (“ Bowsprit ”, the manager of First Real Estate Investment Trust (“ First REIT ”) which is listed on the Main Board of the SGX-ST since 2006) and an approximately 10.6% of the total issued units of First REIT, which acquisition was financed through OUELH’s rights issue. OUE acquired the remaining 60% interest in Bowsprit at the same time. The acquisition of Bowsprit was in line with the OUE Group’s strategy to grow its asset management business. Bowsprit also owned approximately 7.4% of the total issued units of First REIT as at 31 March 2019. First REIT is a healthcare real estate investment trust which invests in a diversified portfolio of income-producing real estate and/or real estate-related assets in Asia that are primarily used for healthcare and/or healthcare related purposes. As at 31 March 2019, First REIT had 20 properties comprising 16 in Indonesia, 3 in Singapore and 1 in South Korea.
In December 2018, the OUELH Group signed a letter of intent (as supplemented) with the China Merchants group (the “ CM Group ”) to jointly develop, operate and manage an international hospital in Prince Bay, Shenzhen, the PRC. Its joint venture with the CM Group also signed management agreements with the CM Group to manage three medical facilities in Shanghai, Chongqing and Nanjing, the PRC. The OUELH Group further completed in April 2019 its acquisition of stakes in two Myanmar companies which operate three hospitals, a medical centre and two clinics in Myanmar.
The OUE Group now manages various trusts with accumulated assets under management of approximately S$8 billion (approximately HK$46 billion).
– 20 –
The Group recorded a share of loss of joint ventures of HK$112 million from its investment in LAAPL for the Year (2018 — share of profit of HK$159 million). The change was mainly due to unrealised exchange loss on translation of the financial liabilities, a decrease of fair value gain on investment properties, impairment loss on intangible assets and noncash loss on disposal of interests in equity-accounted investees. Besides, the Group shared a decrease in exchange reserve on translation of LAAPL’s investment of HK$205 million during the Year due to the depreciation of the Singapore dollar. As a result, the Group’s total interests in LAAPL as at 31 March 2019 decreased to HK$10.3 billion (31 March 2018 — HK$10.5 billion).
In March 2019, the Group completed the formation of the joint venture, Bell Eastern Limited, for investment, acquisition, development and/or ownership of land, property developments and/or properties in Asia and other related businesses pursuant to the relevant Shareholders’ Agreement, and consequently owns 50% therein.
Property Development
“M Residences” in Macau was fully sold following the sale of the remaining car and motor vehicle parking spaces in April 2018. Sale of the remaining apartment unit, small number of shophouses and carparking spaces at Lippo Plaza in Beijing, the PRC was slow due to persistent local conditions. With a substantial portion of the completed development properties sold and recognised in prior years, the segment revenue and segment profit for the Year decreased to HK$6 million (2018 — HK$40 million) and HK$2 million (2018 — HK$24 million) respectively, before accounting for the share of results from the Group’s associates and joint ventures.
Sale of some of the remaining units of the luxurious Marina Collection in Sentosa, Singapore (in which the Group has a 50% interest) was completed during the Year. A portion of the remaining units is leased out. The Group shared a profit of associate of HK$6 million (2018 — HK$6 million) from the investment.
Treasury and Securities Investments
The Group managed its investment portfolio and looked for opportunities to enhance yields. The treasury and securities investments businesses recorded a net profit of HK$5 million for the Year (2018 — HK$1 million). Total revenue from treasury and securities investments businesses for the Year amounted to HK$5 million (2018 — HK$2 million).
Banking
The Macau Chinese Bank Limited (“ MCB ”) is a joint venture of the Company in which the Group had a 20% equity interest as at 31 March 2019. During the Year, the Group injected MOP26 million into MCB as its pro-rata subscription of MCB’s share capital increase of MOP130 million. MCB recorded strong growth in customer deposits and loans during the Year. The Group’s share of profit from MCB decreased to HK$8 million for the Year (2018 — HK$19 million) due to a reduction in equity interest in MCB after the completion of its disposal of 31% equity interests in November 2017.
– 21 –
Pursuant to the Amended and Restated Shareholders Agreement in June 2018, the Group has a put option to sell its remaining 20% interest to the majority shareholder of MCB at any time during the 5 years from 3 November 2017 (the “ Put Option ”). The fair value of the Put Option was included in “Other financial asset” of the Group’s consolidated statement of financial position and the change in fair value of the Put Option was recorded in the “net fair value gain on financial instruments at fair value through profit or loss” of the Group’s consolidated statement of profit or loss. The banking business segment reported a profit of HK$0.3 million for the Year, resulting from a slight increase in the fair value of the Put Option (2018 — HK$141 million, including the gain on disposal of 31% equity interests in MCB in November 2017 and fair value gain of the Put Option).
Financial Position
The Group’s financial position remained healthy. As at 31 March 2019, its total assets amounted to HK$11.8 billion (31 March 2018 — HK$12.3 billion). Property-related assets amounted to HK$11.1 billion as at 31 March 2019 (31 March 2018 — HK$11.2 billion), representing 94% (31 March 2018 — 91%) of total assets. Total liabilities as at 31 March 2019 amounted to HK$0.8 billion (31 March 2018 — HK$1.0 billion). Total cash and bank balances (consisted of cash and cash equivalents, time deposits with original maturity of more than three months and restricted cash) as at 31 March 2019 amounted to HK$507 million (31 March 2018 — HK$545 million). Current ratio as at 31 March 2019 amounted to 1.9 (31 March 2018 — 1.9).
As at 31 March 2019, the Group’s bank and other borrowings amounted to HK$737 million (31 March 2018 — HK$482 million). The bank loans were denominated in Hong Kong dollars and carried interest at floating rate. 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 31 March 2019, approximately 33% (31 March 2018 — Nil) of the bank loans were repayable within one year. The gearing ratio (measured as total borrowings to equity attributable to equity holders of the Company) was 6.7% as at 31 March 2019 (31 March 2018 — 4.3%).
The net asset value attributable to equity holders of the Company remained strong and amounted to HK$10.9 billion as at 31 March 2019 (31 March 2018 — HK$11.2 billion). This was equivalent to HK$5.5 per share (31 March 2018 — HK$5.6 per share).
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.
The Group had neither material contingent liabilities outstanding nor charges on the Group’s assets at the end of the Year (31 March 2018 — Nil).
The Group’s commitments amounted to HK$1 million as at 31 March 2019 (31 March 2018 — HK$7 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 number of employees of the Group decreased to 40 as at 31 March 2019 (31 March 2018 — 68 employees) following the disposal of the LSH Group in December 2018. Staff costs (including directors’ emoluments) charged to the statement of profit or loss during the Year amounted to HK$35 million (2018 — HK$38 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.
– 22 –
PROSPECTS
The Group and its joint ventures will continue to consolidate and foster their resources, asset portfolio and growth strategies in order to further strengthen their recurring income bases as well as to prepare for opportunities and challenges in light of volatile global and regional economic and political situations. The Group will also stay vigilant in monitoring its investments and seeking new opportunities in the pursuit of enhancing long-term shareholder return and value.
DIVIDENDS
The Directors have resolved to recommend to shareholders at the forthcoming Annual General Meeting of the Company to be held on Tuesday, 3 September 2019 (the “ 2019 AGM ”) the payment of a final dividend of HK1 cent per share (2018 — HK1 cent per share) amounting to approximately HK$20 million for the Year (2018 — approximately HK$20 million). Together with the interim dividend of HK1 cent per share (2018 — HK1 cent per share) paid in January 2019, the total dividends for the Year will be HK2 cents per share (2018 — HK2 cents per share) amounting to approximately HK$40 million (2018 — approximately HK$40 million). Subject to the approval of shareholders at the 2019 AGM, the final dividend will be paid on Monday, 23 September 2019 to shareholders whose names appear on the Company’s Register of Members on Wednesday, 11 September 2019.
CLOSURE OF REGISTER OF MEMBERS
The Register of Members of the Company will be closed during the following periods:
-
(1) from Thursday, 29 August 2019 to Tuesday, 3 September 2019 (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 2019 AGM. In order to be entitled to attend and vote at the 2019 AGM, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with Tricor Tengis Limited (“ Tricor ”), the Company’s Branch Share Registrar in Hong Kong, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (note) (the “ Tricor Address ”) not later than 4:30 p.m. on Wednesday, 28 August 2019; and
-
(2) from Monday, 9 September 2019 to Wednesday, 11 September 2019 (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 at the Tricor Address not later than 4:30 p.m. on Friday, 6 September 2019.
-
Note: The address of Tricor will be changed from Level 22 to Level 54 of Hopewell Centre, 183 Queen’s Road East, Hong Kong with effect from 11 July 2019.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
During the Year, there was no purchase, sale or redemption of the Company’s listed securities by the Company or any of its subsidiaries.
– 23 –
CORPORATE GOVERNANCE
The Company is committed to ensuring a high standard of corporate governance practices. 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 shareholder 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 to the Listing Rules for the Year.
AUDIT COMMITTEE
The Company has established an audit committee (the “ Committee ”). The existing members of the Committee comprise three independent non-executive Directors, namely Messrs King Fai Tsui (Chairman), Victor Ha Kuk Yung and Edwin Neo, 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 Group for the Year.
REVIEW OF PRELIMINARY RESULTS ANNOUNCEMENT BY INDEPENDENT AUDITOR
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 as set out in this preliminary announcement have been agreed by the Group’s independent auditor, 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
27 June 2019
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 Victor Ha Kuk Yung, King Fai Tsui and Edwin Neo.
* For identification purpose only
– 24 –