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3SBio Inc. Annual Report 2019

Jun 28, 2019

49981_rns_2019-06-27_880a3db6-6455-428e-8948-5fac00cda660.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 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 –