Brockman Mining Limited — Annual Report 2011

Mar 23, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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WONG’S INTERNATIONAL (HOLDINGS) LIMITED 王氏國際（集團）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 99)

ANNOUNCEMENT OF 2011 FINAL RESULTS

The Board of Directors (the “Board”) of Wong’s International (Holdings) Limited (the “Company”) is pleased to announce the consolidated results of the Company and its subsidiaries (the “Group”) for the year ended 31 December 2011 as follows:

CONSOLIDATED INCOME STATEMENT

Note Revenue 2 Other income Changes in inventories of finished goods and work in progress Raw materials and consumables used Employee benefit expense Depreciation and amortisation charges Other operating expenses Change in fair value of investment properties Other gains – net 3 Operating profit Finance income Finance costs Share of loss of associates Share of loss of jointly controlled entities Gain on deemed disposal of an associate Profit before income tax Income tax expense 4 Profit after tax Profit attributable to owners of the Company Non-controlling interests Dividends 5 Earnings per share attributable to owners of the Company during the year Basic earnings per share 6 Diluted earnings per share 6

2011 2010 HK$’000 HK$’000 3,917,124 3,944,019 18,909 25,486 (20,217) 40,668 (3,088,015) (3,181,583) (404,703) (352,982) (42,729) (53,928) (225,248) (217,727) 11,050 4,980 16,371 19,816 182,542 228,749 7,301 3,887 (7,288) (5,343) (228) (324) (238) (144) 25,947 – 208,036 226,825 (33,209) (29,884) 174,827 196,941 175,481 196,941 (654) – 174,827 196,941 35,529 42,252 HK$0.37 HK$0.42 HK$0.37 HK$0.42

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Profit for the year Other comprehensive income: Changes in fair value of available-for-sale financial assets Currency translation differences Other comprehensive income for the year, net of tax Total comprehensive income for the year Attributable to: Owners of the Company Non-controlling interests Total comprehensive income for the year	2011 2010 HK$’000 HK$’000 174,827 196,941 602 – 27,236 16,130 27,838 16,130 202,665 213,071 203,331 213,071 (666) – 202,665 213,071	2010 HK$’000 196,941 – 16,130
		16,130
		213,071
		213,071

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CONSOLIDATED BALANCE SHEET

Note ASSETS Non-current assets Property, plant and equipment Investment properties Leasehold land and land use rights Investments in associates Investments in jointly controlled entities Available-for-sale financial assets Deferred income tax assets Current assets Inventories Trade receivables 7 Prepayments, deposits and other receivables Amounts due from associates Current income tax recoverable Financial assets at fair value through profit or loss Pledged bank deposits Cash and cash equivalents Total assets EQUITY Equity attributable to owners of the Company Share capital Other reserves Retained earnings – Proposed dividends – Others Non-controlling interests Total equity	2011 2010 HK$’000 HK$’000 263,124 262,485 46,600 35,550 6,832 6,659 6,993 31,489 301,008 282,292 56,199 3,938 15,866 12,294 696,622 634,707 348,932 443,376 804,638 948,865 46,378 62,214 27,847 27,843 1,980 – – 1,091 – 177,774 681,432 400,251 1,911,207 2,061,414 2,607,829 2,696,121 47,308 46,966 536,795 476,454 18,979 25,831 812,812 704,168 1,415,894 1,253,419 (666) – 1,415,228 1,253,419	2010 HK$’000 262,485 35,550 6,659 31,489 282,292 3,938 12,294
		634,707 443,376 948,865 62,214 27,843 – 1,091 177,774 400,251
		2,061,414
		2,696,121
		46,966 476,454 25,831 704,168
		1,253,419

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2011 2010 Note HK$’000 HK$’000

LIABILITIES Non-current liability Deferred income tax liabilities Current liabilities Trade payables 8 Accruals and other payables Amount due to an associate Derivative financial instruments Current income tax liabilities Borrowings Total liabilities Total equity and liabilities Net current assets Total assets less current liabilities	7,772 619,419 231,932 3,183 – 19,437 310,858 1,184,829 1,192,601 2,607,829 726,378 1,423,000	5,948 774,711 195,532 3,183 2,423 24,646 436,259
		1,436,754
		1,442,702
		2,696,121
		624,660
		1,259,367

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NOTES:

1. BASIS OF PREPARATION

These consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”). They have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss and investment properties, which are carried at fair value.

The preparation of consolidated financial statements in conformity with HKFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies.

The following amendments to standards and interpretations are mandatory for accounting periods beginning on or after 1 January 2011, but they are not relevant to the Group’s operations:

HKAS 24 (revised) Related party disclosures HK(IFRIC)-Int 14 (amendment) Prepayments of a minimum funding requirement Annual improvements project Improvements to HKFRSs 2010

New or revised standards, amendments and interpretations have been issued but are not effective for the financial year beginning 1 January 2011 and have not been early adopted.

HKFRS 1 (amendment)	Severe hyperinflation and removal of fixed dates for first-time adopters
HKFRS 7 (amendment)	Disclosures – transfers of financial assets
HKFRS 9	Financial instruments
HKFRS 10	Consolidated financial statements
HKFRS 11	Joint arrangements
HKFRS 12	Disclosure of interests in other entities
HKFRS 13	Fair value measurements
HKAS 1 (amendment)	Presentation of financial statements
HKAS 12 (amendment)	Deferred tax: recovery of underlying assets
HKAS 19 (amendment)	Employee benefits
HKAS 27 (revised 2011)	Separate financial statements
HKAS 28 (revised 2011)	Associates and joint ventures
HKAS 32 (amendment)	Financial instruments: presentation – offsetting financial assets and
	financial liabilities
HK(IFRIC)-Int 20	Stripping costs in the production phase of a surface mine

The Group is in the process of making an assessment of the impact of the new or revised standards, amendments to and interpretations of existing standards upon initial application. So far, except for HKFRS 9 “Financial instruments” and HKAS 12 (Amendment) “Deferred tax: recovery of underlying assets”, it has concluded that new or revised standards, amendments to and interpretations of existing standards are unlikely to have significant impact on the Group’s results of operations and financial position.

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HKFRS 9, ‘Financial instruments’ addresses the classification, measurement and recognition of financial assets and financial liabilities. HKFRS 9 was issued in November 2009 and October 2010. It replaces the parts of HKAS 39 that relate to the classification and measurement of financial instruments. HKFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the HKAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The group is yet to assess HKFRS 9’s full impact and intends to adopt HKFRS 9 upon its effective date, which is for the accounting period beginning on or after 1 January 2015.

HKAS 12 (Amendment) ‘Deferred tax: recovery of underlying assets’ introduces an exception to the principle for the measurement of deferred tax assets or liabilities arising on an investment property measured at fair value. HKAS 12 requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. The amendment introduces a rebuttable presumption that an investment property measured at fair value is recovered entirely by sale. Since there is no capital gains tax in Hong Kong, such amendment is likely to reduce significantly the deferred income tax liabilities relating to investment property recognised by the Group.

2. SEGMENT INFORMATION

The Group’s senior executive management is considered as the Chief Operating Decision Maker (“CODM”). The Group was organised into two operating divisions:

Electronic Manufacturing Service (“EMS”) – manufacture and distribution of electronic products for EMS customers.

Original Design and Manufacturing (“ODM”) – original design and manufacturing for both EMS and ODM customers.

The CODM reviews the performance of the Group on a regular basis and reviews the Group’s internal reporting in order to assess performance and allocate resources. The CODM assesses the performance of the operating segments based on a measure of segment results. This measurement basis includes profit or loss of the operating segments before other income, other gains – net, share of loss of associates and jointly controlled entities, interest income, interest expense, tax and change in fair value of investment properties but excludes corporate and unallocated expenses. Other information provided to the Group’s management is measured in a manner consistent with that in the consolidated financial statements.

For the year ended 31 December 2011 Total gross revenue Inter-segment revenue External revenue Segment results Depreciation and amortisation charges Capital expenditure	EMS division HK$’000 3,899,060 (8,038) 3,891,022 164,959 40,015 37,382	ODM division HK$’000 26,102 – 26,102 (8,187) 140 981	Total HK$’000 3,925,162 (8,038) 3,917,124 156,772 40,155 38,363

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For the year ended 31 December 2010 Total gross revenue Inter-segment revenue External revenue Segment results Depreciation and amortisation charges Impairment loss for property, plant and equipment Impairment loss for prepayments, deposits and other receivables Capital expenditure Reportable segment assets As at 31 December 2011 As at 31 December 2010	EMS division HK$’000 3,940,536 (1,324) 3,939,212 220,590 52,467 2,786 2,125 37,180 EMS division HK$’000 2,009,953 2,018,000	ODM Division HK$’000 4,807 – 4,807 (18,581) 199 – – 105 ODM division HK$’000 15,450 5,138	Total HK$’000 3,945,343 (1,324) 3,944,019 202,009 52,666 2,786 2,125 37,285 Total HK$’000 2,025,403 2,023,138

Segment assets consist primarily of property, plant and equipment, leasehold land and land use rights, inventories, trade receivables, prepayments, deposits and other receivables, and cash and cash equivalents, but exclude corporate and unallocated assets.

A reconciliation of reportable segment results to profit before income tax is provided as follows:

Reportable segment results Other income Change in fair value of investment properties Other gains – net Finance income/(costs) – net Share of loss of associates Share of loss of jointly controlled entities Gain on deemed disposal of an associate Corporate and unallocated expenses Profit before income tax	2011 HK$’000 156,772 18,909 11,050 16,371 13 (228) (238) 25,947 (20,560) 208,036	2010 HK$’000 202,009 25,486 4,980 19,816 (1,456) (324) (144) – (23,542) 226,825

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Reportable segments assets are reconciled to total assets as follows:

Reportable segment assets Investment properties Investments in associates Investments in jointly controlled entities Available-for-sale financial assets Deferred income tax assets Amounts due from associates Financial assets at fair value through profit or loss Corporate and unallocated assets Total assets per consolidated balance sheet Reconciliations of other material items are as follows: Depreciation and amortisation charges – Reportable segment total – Corporate headquarters Capital expenditure – Reportable segment total – Corporate headquarters	2011 HK$’000 2,025,403 46,600 6,993 301,008 56,199 15,866 27,847 – 127,913 2,607,829 2011 HK$’000 40,155 2,574 42,729 38,363 860 39,223	2010 HK$’000 2,023,138 35,550 31,489 282,292 3,938 12,294 27,843 1,091 278,486
		2,696,121
		2010 HK$’000 52,666 1,262
		53,928
		37,285 102,959
		140,244

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The Company is domiciled in Bermuda. Analysis of the Group’s revenue by geographical market, which is determined by the destination of the invoices billed, is as follows:

determined by the destination of the invoices billed, is as follows:
North America Asia (excluding Hong Kong) Europe Hong Kong	2011 HK$’000 437,171 2,368,454 564,962 546,537 3,917,124	2010 HK$’000 332,879 2,274,876 695,781 640,483
		3,944,019

For the year ended 31 December 2011, revenues of approximately HK$1,177,730,000 (2010: HK$1,184,988,000), HK$900,644,000 (2010: HK$679,721,000), HK$289,375,000 (2010: HK$405,241,000) and HK$252,979,000 (2010: HK$400,000,000) were derived from the top four external customers respectively. These revenues are attributable to the EMS division.

Analysis of the Group’s non-current assets by geographical market is as follows:

North America Asia (excluding Hong Kong) Europe Hong Kong	2011 HK$’000 949 140,693 42 539,072 680,756	2010 HK$’000 185 170,234 52 451,942
		622,413

Non-current assets comprise property, plant and equipment, investment properties, leasehold land and land use rights, investments in associates, investments in jointly controlled entities and available-for-sale financial assets. They exclude deferred income tax assets.

3. OTHER GAINS – NET

Write-back of trade payables Write-back of impairment provision on amount due from an associate Losses on financial instruments – net – Unrealised – Realised Exchange gains/(losses) – net Gain on disposal of property, plant and equipment Gain on disposal of an investment property	2011 HK$’000 15,333 – – (2,032) 1,918 1,152 – 16,371	2010 HK$’000 – 24,884 (2,536) (1,766) (1,086) 218 102
		19,816

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4. INCOME TAX EXPENSE

Current income tax – Hong Kong profits tax – Overseas taxation Deferred income tax (Over)/under-provision in prior years – Current income tax – Deferred income tax	2011 HK$’000 6,161 32,835 (1,144) (4,695) 52 33,209	2010 HK$’000 10,660 15,951 (3,830) 6,731 372
		29,884

Hong Kong profits tax has been provided at the rate of 16.5% (2010: 16.5%) on the estimated assessable profit arising in or derived from Hong Kong.

The new Corporate Income Tax Law in the People’s Republic of China increases the corporate income tax rate for foreign investment enterprises from previous preferential rates to 25% with effect from 1 January 2008. Companies established in Mainland China before 16 March 2007 and previously taxed at the rate lower than 25% may be offered a gradual increase of tax rate to 25% within 5 years. Certain subsidiaries of the Company established in Mainland China will enjoy preferential income tax rate from 2008 to 2011 and be taxed at the rate of 25% from 2012 when the preferential treatment expires.

5. DIVIDENDS

The dividends paid in 2011 and 2010 were approximately HK$42,563,000 (HK$0.09 per share) and HK$25,760,000 (HK$0.055 per share) respectively. A final dividend in respect of the year ended 31 December 2011 of HK$0.04 per share, amounting to a total dividend of approximately HK$18,979,000, will be proposed at the upcoming annual general meeting of the Company. These financial statements do not reflect this final dividend payable.

Interim dividend paid – HK$0.035 (2010: HK$0.035) per share Proposed final dividend – HK$0.04 (2010: HK$0.055) per share	2011 HK$’000 16,550 18,979 35,529	2010 HK$’000 16,421 25,831
		42,252

The aggregate amounts of the dividends paid and proposed during 2011 and 2010 have been disclosed in the consolidated income statement in accordance with the Hong Kong Companies Ordinance.

6. EARNINGS PER SHARE

(a) Basic

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.

Profit attributable to owners of the Company_(HK$’000) Weighted average number of ordinary shares in issue(in thousands) Basic earnings per share(HK$)_	2011 175,481 472,240 0.37	2010 196,941
		468,196
		0.42

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(b) Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has outstanding share options, which are of dilutive potential. For share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

Profit attributable to owners of the Company_(HK$’000) Weighted average number of ordinary shares in issue(in thousands) Adjustment for share options(in thousands) Weighted average number of ordinary shares for diluted earnings per share(in thousands) Diluted earnings per share(HK$)_	2011 175,481 472,240 4,185 476,425 0.37	2010 196,941
		468,196 5,456
		473,652
		0.42

7. TRADE RECEIVABLES

The credit period allowed by the Group to its trade customers mainly ranges from 30 days to 90 days and no interest is charged.

Ageing analysis of Group’s trade receivables by invoice date is as follows:

0–60 days 61–90 days Over 90 days	2011 HK$’000 637,486 121,013 46,139 804,638	2010 HK$’000 754,235 141,456 53,174
		948,865

8. TRADE PAYABLES

Ageing analysis of the Group’s trade payables by invoice date is as follows:

0–60 days 61–90 days Over 90 days	2011 HK$’000 573,361 31,279 14,779 619,419	2010 HK$’000 714,607 34,550 25,554
		774,711

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DIVIDENDS

The Company paid an interim dividend of HK$0.035 (2010: HK$0.035) per share for 2011. The Directors now recommend the payment of a final dividend of HK$0.04 (2010: HK$0.055) per share on Tuesday, 19 June 2012 to the shareholders whose names appear on the Register of Members of the Company on Wednesday, 6 June 2012. Payment of such proposed final dividend is subject to approval of the shareholders at the forthcoming annual general meeting of the Company.

CLOSURE OF REGISTER OF MEMBERS FOR DIVIDENDS

For determining the entitlement of the proposed final dividend, the Register of Members of the Company will be closed on Wednesday, 6 June 2012 and no transfer of shares will be effected on that date. To qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrars, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 5 June 2012.

REVIEW OF BUSINESS ACTIVITIES

The Group

During the year, we experienced a challenging operating environment. There were tsunami in Japan in March and serious flooding in Thailand across October and November. All these events resulted in the supply shortage for some key components and customer demand decline. In this connection, the Group’s revenue was HK$3.9 billion (2010: HK$3.9 billion).

Profit attributable to owners of the Company was HK$175.5 million (2010: HK$196.9 million), 10.9% decrease from last year. The decrease was driven by the sales drop and the operating costs increase specifically in PRC environment as the result of labour shortage and wage increase, inflation and Renminbi appreciation. In response to the challenging environment in PRC, the Group has been carrying out a series of programs in improving its operational efficiency, which include the streamlining of workforce, consolidating its supply chain to reduce the material costs, and subduing its capital expenditure outlay. In doing so, the Directors believe the Group is responding and performing well under such a difficult environment. In July 2011, Focus Media Network Limited (“FMN”), in which the Group has currently 18.75% interests, went listed in the GEM Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). A deemed disposal gain of HK$25.9 million was included in the Group results.

The EMS Division

The revenue of the Electronic Manufacturing Service Division (“EMS Division”) was HK$3.9 billion (2010: HK$3.9 billion). Sales revenues for Shajing factory in Shenzhen slightly decreased mainly due to the customer demand drop in computer peripheral and networking products resulting from the supply shortages after Japan tsunami and Thailand flood. However, the sales revenue of Suzhou factory increased moderately as compared with 2010 as the customer’s demand in industrial products remained growing.

The segment profit attributable to EMS Division was HK$165.0 million for the year of 2011, 25.2% decrease as compared with HK$220.6 million for 2010, which resulted from Shajing’s reduced sales revenue and Suzhou’s increased operating costs.

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The EMS Division overall faced a challenging business environment as impacted by slow recovery of US economy, unstable financials of Euro area and natural disasters in Japan and Thailand. It experienced cost increasing in wages and other costs and Renminbi appreciation in PRC, which is expected to continue in the next year and foreseeable future. In order to cope with these expected increases in operating costs and help improve profit margins, the EMS Division will endeavour to strengthen its controls of inventory and operating costs, and keep improving the productivity and efficiency in its manufacturing process. It will also focus on providing more value added engineering services to the customers.

The ODM Division

The Original Design and Manufacturing Division (“ODM Division”) had its revenue of HK$26.1 million, 443.8% increase from 2010’s HK$4.8 million. Its segment loss was reduced to HK$8.2 million from 2010’s HK$18.6 million. The revenue increase for 2011 mainly came from the new sales by iCarte for Apple iPhone to South Korea and Australia. International sales of iCarte generated from Europe, South Korea and Australia on new mobile payment deployments are expectedly the key growth drivers for the expansion in 2012 while PRC business development has started.

The Group has started a new ODM business early 2012. The business will be engaged in marketing and sales, design, and production in a private label brand through retail channel in the USA and other countries. It is expected that the full impact of the business will be seen in 2013.

Property Development

Kwun Tong office buildings

The Group has two jointly controlled entities with Sun Hung Kai Properties Limited on the development of two sites for office buildings. The Group has paid its proportional share of the land premium for lease modification on one of these two sites. The first site’s foundation works has completed. In respect of the second site where Wong’s Industrial Centre was previously located, the land premium is still in discussion.

Mid-level residential

Throughout the year, the project development company sold two residential units for around HK$76.0 million as well as four car park spaces. As at 31 December 2011, one duplex residential unit and five car park spaces were unsold. According to the current market conditions, the Directors expected that the balance of the amount due from the Mid-level development project and the investment cost would be recoverable and thus no further impairment provision is necessary.

Media Network

FMN is on out-of-home digital screen network business, which is one of the fastest growing advertising sectors after the internet. On 28 July 2011, FMN was successfully listed on the GEM Board of the Stock Exchange, equity interest owned by the Group in FMN was diluted to 18.75% (25% immediately before IPO). In addition, the composition of the Board of Director of FMN was restructured after its listing. As a result, the Directors considered that the Group could no longer exercise significant influence over FMN. The investment in FMN was reclassified as an availablefor-sale financial asset. A deemed disposal gain of HK$25.9 million due to dilution effect of the Group’s interests in the investment upon IPO was recognised in the consolidated income statement.

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FINANCE

As at 31 December 2011, the Group had banking facilities in Hong Kong of HK$1,236.4 million in total. Total bank borrowings were HK$310.9 million, of which a loan of HK$30.1 million was arranged by an overseas subsidiary. Cash and bank deposits were HK$681.4 million at 31 December 2011 (2010: HK$578.0 million).

Overall, the Group had a net cash surplus of HK$370.5 million in excess of the bank borrowings, as compared to 2010’s net cash surplus of HK$141.8 million. The increase came from the operating results.

Most of the Group’s sales are conducted in United States dollars and costs and expenses are mainly in United States dollars, Hong Kong dollars, Japanese Yen and Chinese Renminbi. Forward contracts are used to hedge foreign exchange exposures where it is necessary or practicable.

CAPITAL STRUCTURE

There had been no material change in the Group’s capital structure since 31 December 2010, which consists of bank borrowings, cash and cash equivalents and equity attributable to owners of the parent, comprising issued share capital and reserves.

EMPLOYEES

As at 31 December 2011, the Group employed approximately 5,000 employees where approximately 4,100 were production workers. In addition to the provision of annual bonuses, medical and life insurance, discretionary bonuses are also available to employees based on individual performance. The remuneration packages and policies are reviewed periodically.

The Group also provides in-house and external training programs to its employees.

AWARD & RECOGNITION

The Company and its wholly-owned subsidiary, Wong’s Electronics Company Limited were awarded the Caring Company Logo 2011/2012 by the Hong Kong Council of Social Service in recognition of their active participation in community activities and good corporate citizenship.

PROSPECTS

Recent evidences indicate that the economic recovery in US remains slow and there is no indication of good solution to ease the financial instability in Euro area. Such vulnerable economic environment will inevitably limit the customer demand in the coming year.

As to the business environment in which our factories are operating, the challenges in labour shortage, wage increase, inflation and Renminbi appreciation continue to increase the operating cost and, to some extent, erode our profitability.

In this connection, the Group foresees that its revenue and results for the coming year 2012 will be affected by the unfavorable factors.

The property development in Kwun Tong office building on the first site is expected to complete by the end of 2013.

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Nevertheless, the Group will find ways to improve the sales, streamline the operations and enhance its efficiency.

On behalf of the Directors, I would like to sincerely thank our customers, suppliers and business partners for their continued confidence in and support to the Group. I would also like to pay a special tribute to all of our employees for their loyal, diligent and professional services to the Group.

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

During the year ended 31 December 2011, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities.

CODE ON CORPORATE GOVERNANCE PRACTICES

During the year ended 31 December 2011, the Company has complied with the code provisions of the Code on Corporate Governance Practices (the “Code”) as set out in Appendix 14 to the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), except for the following deviations:

1. Code provision A.2.1

Mr. Wong Chung Mat, Ben is the Group’s Chairman and Chief Executive Officer and has occupied these two positions since February 2003. In allowing the two positions to be occupied by the same person, the Company has considered the following:

• (a) Both positions require in-depth knowledge and considerable experience of the Group’s business. Candidates with the suitable knowledge, experience and leadership are difficult to find both within and outside the Group. If either of the positions is occupied by an unqualified person, the Group’s performance could be gravely compromised.

• (b) The Company believes that the supervision of the Board and its Independent Non-executive Directors can provide an effective check and balance mechanism and ensures that the interests of the shareholders are adequately represented.

2. Code provision A.4.1

None of the existing Non-executive Directors of the Company is appointed for a specific term. This constitutes a deviation from code provision A.4.1 of the Code. However, every Director of the Company is now subject to retirement by rotation under Bye-law 112 of the Bye-laws of the Company. As such, the Company considers that sufficient measures have been taken to ensure that the Company’s corporate governance practices are no less exacting than those in the Code.

COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules. Having made specific enquiry to all Directors, all Directors confirmed that they had complied with the required standard set out in the Model Code during the year ended 31 December 2011.

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AUDIT COMMITTEE

The Audit Committee, which comprises all Independent Non-executive Directors, has reviewed with management the accounting principles and practices adopted by the Group and discussed auditing, internal controls and financial reporting matters including a review of the financial statements for the year ended 31 December 2011.

ANNUAL GENERAL MEETING

The annual general meeting of the Company will be held on or about 30 May 2012 (the “2012 AGM”). A notice convening the 2012 AGM, which constitutes part of the circular to shareholders, will be sent to the shareholders together with the 2011 annual report of the Company. The notice of the 2012 AGM and the proxy form will also be available on the websites of the Company and the Stock Exchange.

PUBLICATION OF RESULTS AND ANNUAL REPORT

This results announcement is published on the Company’s website at www.wih.com.hk/investor07.asp and the Stock Exchange at www.hkexnews.hk. The 2011 annual report will be dispatched to shareholders of the Company and will be available on the above websites in due course.

By Order of the Board WONG CHUNG MAT, BEN Chairman and Chief Executive Officer

Hong Kong, 23 March 2012

As at the date of this announcement, the Executive Directors of the Company are Mr. Wong Chung Mat, Ben, Ms. Wong Yin Man, Ada, Mr. Wong Chung Ah, Johnny, Mr. Chan Tsze Wah, Gabriel, Mr. Tan Chang On, Lawrence and Mr. Wan Man Keung; and the Independent Non-executive Directors are Dr. Li Ka Cheung, Eric, GBS, OBE, JP, Dr. Yu Sun Say GBS, JP and Mr. Alfred Donald Yap JP.

• For identification purpose only

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