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CITIC Limited Annual Report 2017

Mar 28, 2018

49082_rns_2018-03-28_74d27c63-2763-45ba-b2a2-f78178eb1767.pdf

Annual Report

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

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CITIC Limited 中國中信股份有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00267)

ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31 DECEMBER 2017

CHAIRMAN’S LETTER TO SHAREHOLDERS

Dear Shareholders,

For the year 2017, CITIC Limited recorded a profit attributable to ordinary shareholders of HK$43.9 billion compared with HK$43.1 billion in 2016. A non-cash impairment charge of HK$7.2 billion on the Sino Iron project in Western Australia negatively impacted the company’s profit.

The board recommends a final dividend payment of HK$0.25 per share, giving shareholders a total dividend of HK$0.36 per share for the year 2017, 9% more than last year.

Review of Business Results

Our financial services segment registered HK$39.5 billion in profit, 3% more than 2016. CITIC Bank’s profit rose 2% compared with 2016. Over the last year, the bank focused on asset and liability management. The interbank business was reduced while more resources were allocated to the bank’s traditional lending business. During the year, the bank further enhanced its fintech offerings with innovative products and services, such as its Eco-Financial Cloud platform and a blockchain-based letter of credit system. CITIC-Prudential’s profit increased 50%, driven by growth in premium income. CITIC Trust and CITIC Securities also registered double digit profit growth in 2017.

– 1 –

In the non-financial sector, profit from our manufacturing business grew substantially as a result of continued strong performance at CITIC Pacific Special Steel and CITIC Dicastal. In 2017, our special steel business achieved a record profit of HK$2.1 billion, a 9% year-onyear increase. During the year, the quality of our special steel products continued to improve, with 47% of total production now being in the high-end category and increasingly chosen for import substitution. In October, we completed the acquisition of Qingdao Special Steel which took our total annual production capacity to 12 million tonnes. This also expanded our special steel manufacturing footprint in Northern China, enabling us to serve our customers there more efficiently.

CITIC Dicastal’s profit grew 17% to RMB1.0 billion due to strong demand for both its aluminium wheels and casting products. Dicastal’s success rests on its ability to continually improve its operating efficiency through technology innovation. Its smart production system significantly reduced manufacturing costs and improved productivity. CITIC Heavy Industries recorded a profit in 2017, driven by the strong performance of its specialty robotics business and improvement in its heavy machinery business.

Higher commodity prices benefited our energy and resources businesses. At CITIC Resources profit rose 43%, driven by rising oil prices and management’s continued focus on cost control and productivity enhancement. CITIC Metal’s earnings grew 70%, compared with 2016.

However, the whole energy and resources division recorded a loss, attributable to the Sino Iron magnetite project, which was subject to a non-cash impairment charge.

Operationally, we are making good progress at Sino Iron, lowering costs and improving project efficiencies. This is critical as Sino Iron is an inherently higher-cost producer, compared to traditional “dig-it-up and ship-it-out” hematite mines. In 2017, Sino Iron shipped just under 17 million wet metric tonnes of magnetite concentrate to steel mills in China – a significant increase over the previous 12 months.

Our high-grade product continues to gain favour due to its low-impurity, exothermic characteristics. This is evident in the higher premium our product commands in the market. Sino Iron is now the largest seaborne supplier of magnetite concentrate into China. We expect demand to grow as national efforts to curb carbon emissions and reduce pollution take hold.

However, as I wrote in my mid-2017 letter to you, we face other issues that are threatening Sino Iron’s future viability. In late January, we commenced an appeal against the Supreme Court of Western Australia’s judgment concerning Royalty Component B. The financial implications of the judgment as it currently stands, along with the need for cooperation to secure vital life-of-mine approvals and land access, are serious. The risks to the long-term future of the project remain real.

The performance of our engineering and contracting business division remained stable. CITIC Construction continued to make inroads securing projects, both domestically and internationally, particularly along the Belt and Road corridor.

– 2 –

Our property business recorded a substantial increase in profit as we delivered two office buildings at our Shanghai Lujiazui project. The full year contribution from our 10% interest in China Overseas Land and Investment was another contributing factor to the profit increase.

On the consumer side, our team has been working closely with McDonald’s and our partners to drive growth and innovation throughout the mainland China and Hong Kong business. Digital and personalised dining experiences have been rolled out to 70% of the restaurants in mainland China, and McDonald’s delivery service continued to grow, setting new records.

In December 2017, the CITIC Agriculture Fund completed its acquisition of Dow AgroSciences’ corn seed business in Brazil. Also through this fund, together with Beijing Capital Agribusiness Group we invested in the world’s leading duck breeder – Cherry Valley Farms in the UK. These investments are small today but we see significant growth opportunities for them in coming years.

Road to Transformation

At our annual management off-site strategy meeting early this year, the focus was on reenergising the company to make it ever more relevant in today’s fast-changing world. Our businesses are highly aligned with China’s development, and our conglomerate model has been successful in enabling growth over the decades. It continues to serve us well. However, I know that the conglomerate model is not necessarily championed by investors, and it is true that our share price has been underperforming the market. One criticism is that conglomerates have been slow to embrace new economy businesses and technological change, and another challenge can be institutionalising synergies among businesses. I believe that technology is the key to address these issues and to take us into a new era of growth.

A major advantage of our diversified business model is that we have an impressive data bank with a huge amount of information on customer and economic trends. In August 2016, I told you that we had formed a task force to find ways to better connect our data points in order to unleash the potential of the CITIC ecosystem. I am glad to report that we have made material progress towards connecting and digitising our company. Our blueprint calls for achieving synergies within the CITIC family first, then inviting business partners for deeper collaboration and, ultimately, driving cost efficiencies, profitability, new projects and business growth.

Let me tell you what we have done and where we are heading.

We have launched an extensive cloud network for our 120,000+ employees, our businesses and our partners. At the grass roots level, by connecting all our staff we are encouraging an open and collaborative culture. More importantly, we are pooling resources and sharing intelligence, which will enable us to mine our data to identify new growth opportunities, while reducing costs and inefficiency. This is about more than a channel for knowledge-sharing; we are building our own open platform within CITIC to cultivate creativity and innovations from the ground up that will take our business to the next level. In the future, we will expand the user base to include our partners, further advancing this platform’s applications and expanding its scale.

– 3 –

We have set up an online community to enable hundreds of millions of our customers to interact directly with the range of our businesses, initially including banking, brokerage, wealth management, insurance, publishing, retail, and fast-food. The appeal of this community is to have one unified account and login, therefore, offering a one-stop shopping experience for customers. Users can each indicate their personal interests, and the alliance can then offer them tailored services. This is an open platform that welcomes outside partners.

We have also built an ecosystem around warehousing, financing, and commodities trading. Traditionally, it was difficult for bulk commodity dealers to pledge their inventory to get working capital, because verifying collateral was onerous and expensive. This occasionally led to the insolvency of commodity dealers and even carried a certain amount of systemic risk. As such, the volume of warehouse financing in China has remained low, while the demand is huge.

Having identified this barrier to large scale warehouse financing, we brought our metal and financial teams together, including CITIC Bank, CITIC Securities, and Tianjin Precious Metal Exchange, to establish a new credit system. We now offer intelligent warehousing for dealers and risk managers to easily trace the stock in real time. Each and every transaction is stored on distributed ledger, in which the crypto-receipt cannot be altered or duplicated. Blockchain enables transparency and trust between commodity dealers and lenders.

These are just examples of the many projects we’re working on. Our ultimate goal is to achieve digital transformation. This will take time. It is no easy task, especially for a company as large and broad as CITIC. We need to move beyond our customary way of thinking and ensure we are at the forefront of this new era. I am confident that as long as we remain focused, stay disciplined and maintain an inquisitive mind, success is well within reach.

In Closing

China is transitioning into a modern technology-enabled society, and so is CITIC. We have evolved and developed “CITIC characteristics” and ways that shape the actions, behaviours and ideas among our employees. One key characteristic is our innovative spirit. This spirit will be critical to our continued survival and success.

CITIC Limited is committed to good governance and to considering and serving the interests of all shareholders, employees, customers, suppliers and society at large. Thank you again for your faith, support, and attention throughout the year.

Chang Zhenming

Chairman

Hong Kong, 28 March 2018

– 4 –

CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2017

Note
Continuing operations
Interest income
Interest expenses
Net interest income
4(a)
Fee and commission income
Fee and commission expenses
Net fee and commission income
4(b)
Sales of goods and services
4(c)
Other revenue
4(d)
Total revenue
Cost of sales and services
Other net income
Impairment losses on
– Loans and advances to customers and other parties
– Others
Other operating expenses
Net valuation gain on investment properties
Share of profits of associates, net of tax
Share of profits of joint ventures, net of tax
Profit before net finance charges and taxation
Finance income
Finance costs
Net finance charges
5
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
256,108
251,423
(139,426)
(125,504)
116,682
125,919
64,797
58,196
(5,617)
(3,618)
59,180
54,578
260,481
194,136
14,193
7,029
274,674
201,165
450,536
381,662
(222,869)
(166,323)
14,596
7,301
(58,167)
(53,603)
(20,758)
(19,985)
(83,981)
(76,942)
58
615
7,564
2,323
5,889
2,876
92,868
77,924
1,412
1,575
(11,497)
(8,708)
(10,085)
(7,133)

– 5 –

CONSOLIDATED INCOME STATEMENT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2017

Note
Profit before taxation
6
Income tax
7
Profit for the year from continuing operations
Discontinued operations
Profit for the year from discontinued operations
15
Profit for the year
Attributable to:
– Ordinary shareholders of the Company
– Holders of perpetual capital securities
– Non-controlling interests
Profit for the year
Profit attributable to ordinary shareholders of
the Company arising from:
– Continuing operations
– Discontinued operations
Earnings per share for profit attributable to
ordinary shareholders of the Company
during the year (HK$):
9
Basic earnings per share from:
– Continuing operations
– Discontinued operations
Diluted earnings per share from:
– Continuing operations
– Discontinued operations
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
82,783
70,791
(17,687)
(18,404)
65,096
52,387

10,309
65,096
62,696
43,902
43,146
673
790
20,521
18,760
65,096
62,696
43,902
32,809

10,337
43,902
43,146
1.51
1.13

0.35
1.51
1.48
1.51
1.13

0.35
1.51
1.48

– 6 –

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2017

Note
Profit for the year
Other comprehensive (loss)/income for the period
(after tax and reclassification adjustments)
Items that have been reclassified or may be reclassified
subsequently to profit or loss:
Available-for-sale financial assets: net movement in
the fair value reserve
Cash flow hedge: net movement in the hedging reserve
Share of other comprehensive income/(loss) of
associates and joint ventures
Exchange differences on translation of financial
statements and others
Items that have not been reclassified or may not be
reclassified subsequently to profit or loss:
Reclassification of owner-occupied property as
investment property: revaluation gain
Other comprehensive income/(loss) for the year,
net of tax
Total comprehensive income for the year
Attributable to:
Ordinary shareholders of the Company
Holders of perpetual capital securities
Non-controlling interests
Total comprehensive income for the year
Total comprehensive income/(loss) attributable to
ordinary shareholders of the Company
arising from:
– Continuing operations
– Discontinued operations
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
65,096
62,696
(9,892)
(8,930)
968
1,155
1,373
(1,132)
44,961
(40,295)
47
28
37,457
(49,174)
102,553
13,522
70,453
9,249
673
790
31,427
3,483
102,553
13,522
70,453
(269)

9,518
70,453
9,249

– 7 –

CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2017

31 December
2017
Note
HK$ million
Assets
Cash and deposits
924,584
Placements with banks and non-bank
financial institutions
205,346
Financial assets at fair value through profit or loss
91,350
Derivative financial instruments
79,339
Trade and other receivables
149,204
Amounts due from customers for contract work
1,820
Inventories
58,552
Financial assets held under resale agreements
65,349
Loans and advances to customers and other parties
10
3,721,886
Available-for-sale financial assets
807,912
Held-to-maturity investments
261,654
Investments classified as receivables
644,789
Interests in associates
98,644
Interests in joint ventures
37,418
Fixed assets
196,047
Investment properties
33,073
Intangible assets
23,721
Goodwill
23,989
Deferred tax assets
48,585
Other assets
47,477
Total assets
7,520,739
31 December
2016
HK$ million
(Restated)
927,382
186,927
77,819
53,281
139,166
1,949
49,000
193,615
3,137,850
642,477
244,151
1,166,325
84,125
19,387
173,326
31,539
19,322
21,871
34,802
35,175
7,239,489

– 8 –

CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2017

31 December
2017
Note
HK$ million
Liabilities
Borrowing from central banks
284,818
Deposits from banks and non-bank financial institutions
954,638
Placements from banks and non-bank
financial institutions
90,131
Derivative financial instruments
80,075
Trade and other payables
226,110
Amounts due to customers for contract work
3,334
Financial assets sold under repurchase agreements
160,902
Deposits from customers
11
4,056,158
Employee benefits payables
20,429
Income tax payable
13,446
Bank and other loans
12
142,442
Debt instruments issued
13
653,371
Provisions
5,474
Deferred tax liabilities
9,438
Other liabilities
26,332
Total liabilities
6,727,098
Equity
Share capital
381,710
Perpetual capital securities
7,873
Reserves
161,368
Total ordinary shareholders’ funds and
perpetual capital securities
550,951
Non-controlling interests
242,690
Total equity
793,641
Total liabilities and equity
7,520,739
31 December
2016
HK$ million
(Restated)
205,755
1,097,164
93,596
52,648
207,600
2,892
134,534
4,031,519
18,292
10,002
113,125
543,893
3,668
6,682
21,446
6,542,816
381,710
7,873
101,419
491,002
205,671
696,673
7,239,489

– 9 –

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT

1 GENERAL INFORMATION

CITIC Limited (the “Company”) was incorporated in Hong Kong, the shares of which are listed on the Main Board of the Stock Exchange of Hong Kong Limited. The address of its registered office is 32[nd] Floor, CITIC Tower, 1 Tim Mei Avenue, Central Hong Kong.

The Company and its subsidiaries (collectively referred to as the “Group”) are principally engaged in financial services, resources and energy, manufacturing, engineering contracting, real estate and other businesses.

The parent and the ultimate holding company of the Company is CITIC Group Corporation (“CITIC Group”). As at 31 December 2017, the equity interests held by CITIC Group in the Company through its overseas wholly-owned subsidiaries was 58.13% (31 December 2016: 58.13%).

2 BASIS OF PREPARATION

These financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards (“HKFRS”), which in collective term includes all applicable individual Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKAS”) and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and accounting principles generally accepted in Hong Kong. These financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. A summary of the significant accounting policies adopted by the Group is set out below.

The HKICPA has issued a number of amendments to HKFRS that are first effective for the current accounting period of the Group. None of these had a significant effect on the consolidated financial statements of the Group.

(i) Amendments to HKAS 7, Statement of cash flows

The amendments introduce an additional disclosure that will enable users of financial statements to evaluate changes in liabilities arising from financing activities.

(ii) Amendments to HKAS 12, Income taxes

The amendments clarify how to account for deferred tax assets related to debt instruments measured at fair value.

(iii) Amendments to HKAS 12, Disclosure of interest in other entities

The amendment is part of the annual improvements to HKFRSs 2014-2016 cycle. It clarifies that the disclosure requirement of HKFRS 12 is applicable to interest in entities classified as held for sale except for summarised financial information (para B17 of HKFRS 12). Previously, it was unclear whether all other HKFRS 12 requirements were applicable for these interests.

– 10 –

3 SEGMENT REPORTING

(a) Segment results, assets and liabilities

Information regarding the Group’s reportable segments as provided to the board of directors for the purposes of resources allocation and assessment of segment performance for the year ended 31 December 2017 and 2016 is set out below:

Continuing operations
Revenue from external customers
Inter-segment revenue
Reportable segment revenue
Share of profits associates, net of tax
Share of profits/(losses) of
joint ventures, net of tax
Finance income_(Note 5)
Finance costs
(Note 5)
Depreciation and amortization
(Note 6(b))_
Impairment losses
Profit/(loss) before taxation
Income tax
Profit/(loss) for the year
from continuing operations
Profit for the year from
discontinued operations
Profit/(loss) for the year
Attributable to:
– Ordinary shareholders of the Company
Continuing operations
Discontinued operations
– Non-controlling interests and holders of
perpetual capital securities
Continuing operations
Discontinued operations
Reportable segment assets
Including:
Interests in associates
Interests in joint ventures
Reportable segment liabilities
Including:
Bank and other loans
Debt instruments issued
Financial
services
HK$ million
190,028
(266)
189,762
2,352
415


(3,262)
(65,889)
69,464
(11,885)
57,579

57,579
39,506
39,506

18,073
18,073

Financial
services
HK$ million
6,925,076
35,567
6,362
6,362,774
7,176
529,238
Resources
and energy
Manufacturing
HK$ million
HK$ million
63,456
97,432
3,215
268
66,671
97,700
1,275
25
1,698
(9)
285
408
(2,033)
(1,311)
(3,225)
(4,153)
(8,402)
(2,025)
(8,879)
3,942
(605)
(418)
(9,484)
3,524


(9,484)
3,524
(9,900)
3,318
(9,900)
3,318


416
206
416
206


Resources
and energy
Manufacturing
HK$ million
HK$ million
129,438
130,381
14,524
951
4,995
177
170,212
77,721
43,900
28,130
598
2,632
For the year ended 31 December 2017
Engineering
contracting
Real estate
Others
HK$ million
HK$ million
HK$ million
14,653
3,227
81,673
476
134
1,221
15,129
3,361
82,894
12
3,836
57

3,181
604
215
534
151
(113)
(512)
(1,758)
(152)
(233)
(3,090)
(872)
(344)
(1,393)
2,002
9,034
12,892
(273)
(1,093)
(1,847)
1,729
7,941
11,045



1,729
7,941
11,045
1,731
7,660
9,455
1,731
7,660
9,455



(2)
281
1,590
(2)
281
1,590



As at 31 December 2017
Engineering
contracting
Real estate
Others
HK$ million
HK$ million
HK$ million
46,127
159,664
163,835
370
36,150
9,959

19,929
5,955
33,626
94,851
95,165
1,267
7,898
41,934


5,175
Operation
management
HK$ million
67

67
7

948
(6,799)
(56)

(5,732)
(1,554)
(7,286)

(7,286)
(7,908)
(7,908)

622
622

Operation
management
HK$ million
177,797
1,123

188,253
34,605
115,728
Elimination
HK$ million

(5,048)
(5,048)


(1,129)
1,029


60
(12)
48

48
40
40

8
8

Elimination
HK$ million
(211,579)


(295,504)
(22,468)
Total
HK$ million
450,536
450,536
7,564
5,889
1,412
(11,497)
(14,171)
(78,925)
82,783
(17,687)
65,096
65,096
43,902
43,902

21,194
21,194
Total
HK$ million
7,520,739
98,644
37,418
6,727,098
142,442
653,371

– 11 –

Continuing operations
Revenue from external customers
Inter-segment revenue
Reportable segment revenue
Share of profits/(losses) of associates,
net of tax
Share of profits of joint ventures,
net of tax
Finance income_(Note 5)
Finance costs
(Note 5)
Depreciation and amortization
(Note 6(b))_
Impairment losses
Profit/(loss) before taxation
Income tax
Profit/(loss) for the year from
continuing operations
Profit for the year from
discontinued operations
Profit/(loss) for the period
Attributable to:
– Ordinary shareholders of the Company
Continuing operations
Discontinued operations
– Non-controlling interests and holders of
perpetual capital securities
Continuing operations
Discontinued operations
Reportable segment assets
Including:
Interests in associates
Interests in joint ventures
Reportable segment liabilities
Including:
Bank and other loans
Debt instruments issued
Financial
services
HK$ million
187,534
(320)
187,214
2,198
809


(3,187)
(61,845)
71,691
(16,193)
55,498

55,498
38,406
38,406

17,092
17,092

Financial
services
HK$ million
6,729,902
32,128
3,999
6,237,647
2,964
432,579
Resources
and energy
HK$ million
51,097
3,527
54,624
218
657
422
(2,110)
(2,342)
(10,536)
(9,175)
2,710
(6,465)

(6,465)
(6,872)
(6,872)

407
407

Resources
and energy
HK$ million
137,337
11,719
2,906
161,579
41,759
1,453
Manufacturing
HK$ million
62,350
271
62,621
79

225
(716)
(3,547)
(831)
2,343
(1,033)
1,310

1,310
1,740
1,740

(430)
(430)

Manufacturing
HK$ million
96,112
950

49,474
15,088
4,242
For the year ended 31 December 2016 (Restated)
Engineering
contracting
Real estate
Others
HK$ million
HK$ million
HK$ million
11,023
4,900
64,723
315
111
1,039
11,338
5,011
65,762
41
768
(986)

858
552
248
375
132
(95)
(335)
(1,476)
(157)
(250)
(2,755)
775
(556)
(595)
1,969
3,676
4,947
(296)
(1,412)
(1,729)
1,673
2,264
3,218

10,309

1,673
12,573
3,218
1,675
12,111
1,987
1,675
1,774
1,987

10,337

(2)
462
1,231
(2)
490
1,231

(28)

As at 31 December 2016 (Restated)
Engineering
contracting
Real estate
Others
HK$ million
HK$ million
HK$ million
36,796
143,596
113,090
465
31,832
6,959

9,149
3,333
26,579
94,244
70,059
1,276
10,721
32,863


4,682
Operation
management
HK$ million
35
6
41
5

2,521
(6,425)
(54)

(4,249)
(449)
(4,698)

(4,698)
(5,488)
(5,488)

790
790

Operation
management
HK$ million
150,506
72

167,944
21,749
100,937
Elimination
HK$ million

(4,949)
(4,949)


(2,348)
2,449


(411)
(2)
(413)

(413)
(413)
(413)




Elimination
HK$ million
(167,850)


(264,710)
(13,295)
Total
HK$ million
381,662
381,662
2,323
2,876
1,575
(8,708)
(12,292)
(73,588)
70,791
(18,404)
52,387
10,309
62,696
43,146
32,809
10,337
19,550
19,578
(28)
Total
HK$ million
7,239,489
84,125
19,387
6,542,816
113,125
543,893

– 12 –

(b) Geographical information

An analysis of the Group’s revenue and total assets by geographical area are as follows:

Revenue from external customers
For the year ended 31 December
2017
2016
HK$ million
HK$ million
(Restated)
Mainland China
347,203
325,242
Hong Kong and Macau
58,134
26,996
Overseas
45,199
29,424
450,536
381,662
Reportable segment assets
As at 31 December
2017
2016
HK$ million
HK$ million
(Restated)
6,902,597
6,684,245
505,686
447,065
112,456
108,179
7,520,739
7,239,489
Reportable segment assets
As at 31 December
2017
2016
HK$ million
HK$ million
(Restated)
6,902,597
6,684,245
505,686
447,065
112,456
108,179
7,520,739
7,239,489
7,239,489

4 REVENUE

As a multi-industry conglomerate, the Group is principally engaged in financial services, resources and energy, manufacturing, engineering contracting, real estate and other businesses.

For financial services segment, revenue mainly comprises net interest income, net fee and commission income and net trading gain (see Notes 4(a), 4(b) and 4(d)). For non-financial services segment, revenue mainly comprises total invoiced value of sales of goods, services rendered to customers and revenue from construction contracts (see Note 4(c)).

The Group’s customer base is diversified and there is no single customer with which transactions have exceeded 10% of the Group’s revenue.

– 13 –

(a) Net interest income

Interest income arising from:
Deposits with central banks, banks and non-bank financial
institutions
Placements with banks and non-banks financial institutions
Financial assets held under resale agreements
Investments classified as receivables
Loans and advances to customers and other parties
Investments in debt securities
Others
Interest expenses arising from:
Borrowing from central banks
Deposits from banks and non-bank financial institutions
Placements from banks and non-bank financial institutions
Financial assets sold under repurchase agreements
Deposits from customers
Debt instruments issued
Others
Net interest income
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
12,589
11,179
7,173
4,363
1,391
1,078
41,484
54,275
163,317
155,248
30,034
25,274
120
6
256,108
251,423
(7,088)
(3,143)
(42,534)
(38,172)
(3,478)
(1,721)
(3,103)
(1,007)
(60,936)
(64,577)
(22,113)
(16,438)
(174)
(446)
(139,426)
(125,504)
116,682
125,919

– 14 –

(b) Net fee and commission income

Consultancy and advisory fees
Bank card fees
Settlement and clearing fees
Commission for wealth management services
Agency fees and commission
Guarantee fees
Trustee commission and fees
Others
Fee and commission expenses
Net fee and commission income
(c)
Sales of goods and services
Sales of goods
Services rendered to customers
Revenue from construction contracts
(d)
Other revenue
Net trading gain_(note (i))_
Net gain on investment assets under financial services segment
Others
For the year ended
31 December
2017
2016
HK$ million
HK$ million
4,904
6,821
35,107
22,561
1,400
1,633
6,382
8,323
5,094
7,197
2,422
2,790
8,980
7,997
508
874
64,797
58,196
(5,617)
(3,618)
59,180
54,578
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
217,333
157,372
26,382
26,895
16,766
9,869
260,481
194,136
For the year ended
31 December
2017
2016
HK$ million
HK$ million
7,580
4,153
3,580
2,022
3,033
854
14,193
7,029

– 15 –

(i) Net trading gain

Trading profit:
– debt securities
– foreign currencies
– derivatives
5
NET FINANCE CHARGES
For the year ended
31 December
2017
2016
HK$ million
HK$ million
3,187
1,358
1,932
2,705
2,461
90
7,580
4,153
For the year ended
31 December
2017
2016
HK$ million
HK$ million
3,187
1,358
1,932
2,705
2,461
90
7,580
4,153
4,153
Finance costs
– Interest on bank loans and other loans
– Interest on debt instruments issued and other interest expenses
Less: interest expense capitalised
Other finance charges
Finance income
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
5,125
3,504
6,316
5,718
11, 441
9,222
(361)
(576)
11,080
8,646
417
62
11,497
8,708
(1,412)
(1,575)
10,085
7,133
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
5,125
3,504
6,316
5,718
11, 441
9,222
(361)
(576)
11,080
8,646
417
62
11,497
8,708
(1,412)
(1,575)
10,085
7,133
9,222
(576)
8,646
62
8,708
(1,575)
7,133

– 16 –

6 PROFIT BEFORE TAXATION

Profit before taxation is arrived at after charging below costs and expenses in cost of sales and services and other operating expenses:

(a) Staff costs

Salaries and bonuses
Contributions to defined contribution retirement schemes
Others
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
40,572
34,038
4,322
4,326
7,622
7,773
52,516
46,137
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
40,572
34,038
4,322
4,326
7,622
7,773
52,516
46,137
46,137

(b) Other items

Amortisation
Depreciation
Operating lease charges: minimum lease payments
Tax and surcharges
Property management fees
Non-operating expenses
Professional fees (other than auditors’ remuneration)
Auditors’ remuneration
– Audit services
– Non-audit services
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
2,407
2,691
11,764
9,601
6,453
5,424
2,368
5,948
1,421
1,290
949
1,366
981
997
162
156
52
56
26,557
27,529
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
2,407
2,691
11,764
9,601
6,453
5,424
2,368
5,948
1,421
1,290
949
1,366
981
997
162
156
52
56
26,557
27,529
27,529

– 17 –

7 INCOME TAX EXPENSE

Current tax – Mainland China
Provision for enterprise income tax
Land appreciation tax
Current tax – Hong Kong
Provision for Hong Kong profits tax
Current tax – Overseas
Provision for the year
Deferred tax
Origination and reversal of temporary differences
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
23,475
22,345
48
328
23,523
22,673
2,075
1,524
367
310
25,965
24,507
(8,278)
(6,103)
17,687
18,404

The statutory income tax rate of the Company and its subsidiaries located in Hong Kong for the year ended 31 December 2017 is 16.5% (2016: 16.5%).

Except for the preferential tax treatments, the income tax rate applicable to the Group’s other subsidiaries in Mainland China for the year ended 31 December 2017 is 25% (2016: 25%).

Taxation for other overseas subsidiaries is charged at the rates of taxation prevailing in the countries/ jurisdiction in which the overseas subsidiaries operate.

– 18 –

8 DIVIDENDS

For the year ended
31 December
2017 2016
HK$ million HK$ million
2016 Final dividend paid: HK$0.23 (2015: HK$0.20) per share 6,691 5,818
2017 Interim dividend paid: HK$0.11(2016: HK$0.10) per share 3,200 2,909
2017 Final dividend proposed: HK$0.25(2016: HK$0.23) per share 7,273 6,691

9 EARNINGS PER SHARE

The calculation of basic earnings per share and diluted earnings per share are based on the profit attributable to ordinary shareholders of the Company of HK$43,902 million for the year ended 31 December 2017 (2016: HK$43,146 million), calculated as follows:

Profit attributable to ordinary shareholders of the Company
arising from:
– Continuing operations
– Discontinued operations
Weighted average number of ordinary shares (in million)
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
43,902
32,809

10,337
43,902
43,146
29,090
29,090
For the year ended
31 December
2017
2016
HK$ million
HK$ million
(Restated)
43,902
32,809

10,337
43,902
43,146
29,090
29,090
43,146
29,090

Diluted earnings per share for the year ended 31 December 2017 and 2016 are same with basic earnings per share. As at 31 December 2017, there are no share options or other equity securities of the Company in issue which if exercised would have a dilutive effect on the issued ordinary share capital as at 31 December 2017 (31 December 2016: Nil).

– 19 –

10 LOANS AND ADVANCES TO CUSTOMERS AND OTHER PARTIES

Loans and advances

Corporate loans
– Loans
– Discounted bills
– Finance lease receivables
Personal loans
– Residential mortgages
– Business loans
– Credit cards
– Personal consumption
Less: impairment allowance
– Individually assessed
– Collectively assessed
31 December
2017
HK$ million
2,177,528
130,190
54,143
2,361,861
604,498
198,604
399,228
271,016
1,473,346
3,835,207
(38,529)
(74,792)
(113,321)
3,721,886
31 December
2016
HK$ million
(Restated)
2,034,515
83,949
38,579
2,157,043
484,297
125,151
265,745
194,224
1,069,417
3,226,460
(32,240)
(56,370)
(88,610)
3,137,850

– 20 –

11 DEPOSITS FROM CUSTOMERS

(a) Types of deposits from customers

31 December
2017
HK$ million
Demand deposits
– Corporate customers
1,947,517
– Personal customers
281,084
2,228,601
Time and call deposits
– Corporate customers
1,463,098
– Personal customers
357,069
1,820,167
Outward remittance and remittance payables
7,390
4,056,158
(b)
Deposits from customers include pledged deposits for the following items:
31 December
2017
HK$ million
Bank acceptances
233,647
Letters of credit
11,112
Guarantees
29,837
Others
130,193
404,789
31 December
2016
HK$ million
(Restated)
1,845,448
260,433
2,105,881
1,554,160
363,387
1,917,547
8,091
4,031,519
31 December
2016
HK$ million
238,817
10,759
28,867
166,345
444,788

– 21 –

12 BANK AND OTHER LOANS

(a) Types of loans

Bank loans
Unsecured loans
Loan pledged with assets
Guaranteed loans
Other loans
Unsecured loans
Loan pledged with assets
Guaranteed loans
(b)
Maturity of loans
Bank and other loans are repayable:
– Within 1 year or on demand
– Between 1 and 2 years
– Between 2 and 5 years
– Over 5 years
31 December
2017
HK$ million
78,106
37,408
5,955
121,469
17,765
3,077
131
20,973
142,442
31 December
2017
HK$ million
31,062
14,318
39,200
57,862
142,442
31 December
2016
HK$ million
(Restated)
80,128
24,206
643
104,977
6,883
1,143
122
8,148
113,125
31 December
2016
HK$ million
(Restated)
29,719
10,985
27,464
44,957
113,125

– 22 –

13 DEBT INSTRUMENTS ISSUED

Corporate bonds issued
Notes issued
Subordinated bonds issued
Certificates of deposit issued
Certificates of interbank deposit issued
Analysed by remaining maturity:
– Within 1 year or on demand
– Between 1 and 2 years
– Between 2 and 5 years
– Over 5 years
31 December
2017
HK$ million
91,644
147,002
88,200
3,409
323,116
653,371
370,069
7,073
156,004
120,225
653,371
31 December
2016
HK$ million
81,376
64,916
85,234
10,612
301,755
543,893
320,997
34,395
55,073
133,428
543,893

The Group did not have any defaults of principal, interest or other breaches with respect to its debt instruments issued during the year ended 31 December 2017 (2016: Nil).

14 CONTINGENT LIABILITIES – OUTSTANDING LITIGATION AND DISPUTES

The Group is involved in a number of current and pending legal proceedings. The Group provided for liabilities arising from those legal proceedings in which the outflow of economic benefit is probable and can be reliably estimated in the consolidated balance sheet. The Group believes that these accruals are reasonable and adequate.

(i) Investigation into 2008 forex incident

Following the Company’s announcement of a foreign exchange related loss, on 22 October 2008, the Hong Kong Securities and Futures Commission (the “SFC”) announced that it had commenced a formal investigation into the affairs of the Company. On 3 April 2009, the Commercial Crime Bureau of the Hong Kong Police Force began an investigation of suspected offences relating to the same matter.

The SFC announced on 11 September 2014 that it has commenced proceedings in the Court of First Instance of the High Court of Hong Kong (the “High Court”) and the Market Misconduct Tribunal (the “MMT”), respectively, against the Company and five of its former executive directors.

The SFC alleged that the Company and the former directors had engaged in market misconduct involving the disclosure of false or misleading information about the Company’s financial position in connection with losses that the Company had suffered through its investment in the leveraged foreign exchange contracts.

– 23 –

In the action instigated by the SFC at the MMT, the SFC asked the MMT to (i) determine whether any market misconduct has taken place, and (ii) identify persons who had engaged in such misconduct. In the event that the MMT makes determinations of market misconduct against either the Company or the former directors, it is understood that the SFC will seek from the High Court orders against those who have been found to have engaged in market misconduct to restore affected investors to their pre-transaction positions or to compensate affected investors for their losses.

The MMT hearing was completed in July 2016. On 10 April 2017, the MMT handed down its decision determining that, in the publication of the Company’s circular on 12 September 2008, no market misconduct within the meaning of section 277(1) of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) took place. The time limits for appeal of the MMT decision have expired and the SFC has discontinued the proceedings in the High Court by consent.

On 15 October 2014, the Secretary for the Financial Services and the Treasury said that the Police’s investigation into the CITIC matters on aspects outside the subject matters of the SFC’s actions are still ongoing.

In the absence of the findings of these investigations being made available to the Company and due to the inherent difficulties involved in attempting to predict the outcome of such investigations and in assessing the possible findings, the directors do not have sufficient information to reasonably estimate the fair value of contingent liabilities (if any) relating to such investigations, the timing of the ultimate resolution of those matters or what the eventual outcome may be. However, based on information currently available, the directors are not aware of any matters arising from the above investigations that might have a material adverse financial impact on the consolidated financial position or liquidity of the Group.

(ii) Mineralogy Pty Ltd (“Mineralogy”) disputes

Each of Sino Iron Pty Ltd (“Sino Iron”) and Korean Steel Pty Ltd (“Korean Steel”), subsidiary companies of the Company, is a party to a Mining Right and Site Lease Agreement (“MRSLA”) with Mineralogy. Among other things, those agreements, together with other project agreements, provide Sino Iron and Korean Steel the right to construct and operate the Sino Iron Project and take two billion tonnes of magnetite ore.

A number of disputes have arisen in relation to the MRSLAs and associated agreements, a number of which are described below. The Group intends to contest all claims vigorously.

Option Agreement Dispute

The Company is a party to an Option Agreement with Mineralogy and Mr. Clive Palmer, pursuant to which it has options to acquire up to four further companies, each holding the right to mine one billion tonnes of magnetite ore in the vicinity of the Sino Iron Project. The Company exercised the first option under the Option Agreement on 13 April 2012. Following the exercise of the first option, Mineralogy alleged that the Option Agreement had been repudiated by the Company, purported to accept that repudiation and stated that the Option Agreement was at an end.

The Company (and its affected subsidiaries, Sino Iron and Korean Steel) (together referred to as the “CITIC Parties”) commenced a legal proceeding in the Supreme Court of Western Australia. On 30 September 2015, the Court made the declarations sought by the Company, including that the Company had not repudiated the Option Agreement as initially asserted by Mineralogy and Mr. Palmer.

– 24 –

Notwithstanding the making of these declarations, Mineralogy has not taken the action necessary to permit completion of the transaction resulting from the Company’s exercise of the first option under the Option Agreement. On 31 March 2016, the CITIC Parties commenced a proceeding in the Supreme Court of Western Australia seeking orders compelling Mineralogy and Mr. Palmer to take the steps necessary under the Option Agreement to complete the transfer of a further company having the right to mine one billion tonnes of magnetite ore.

On 26 February 2018, Justice Kenneth Martin granted leave for Cape Preston Resource Holdings Pty Ltd, a subsidiary of the Company, to be added as a plaintiff to the proceeding and for the writ to be amended for that purpose. Justice Kenneth Martin also made, inter alia, orders for the programming of any strike out application by the plaintiffs in respect of the defendants’ defence and any counterclaim.

No trial date has been set for this proceeding.

Royalty Component B Dispute

The MRSLAs provide that Sino Iron and Korean Steel must pay a royalty to Mineralogy, a component of which (“Royalty Component B”) is payable on products produced and calculated by reference to ‘prevailing published annual FOB prices’ for certain iron ore products. Sino Iron and Korean Steel’s position was that, among other things, because this phrase refers to the Annual Benchmark Pricing System (“Benchmark”), which ceased to exist in early 2010, it is no longer possible to calculate Royalty Component B. Mineralogy’s position was that the phrase is not limited to a reference to the Benchmark and Royalty Component B is still ascertainable from other published data. Mineralogy commenced a proceeding in the Supreme Court of New South Wales that was transferred to the Supreme Court of Western Australia following a successful application by the CITIC Parties. In the proceeding transferred to the Supreme Court of Western Australia (“Proceeding CIV 1808/2013”), Mineralogy pursued a claim against Sino Iron and Korean Steel for payment of sums for Royalty Component B on products produced up to 31 March 2017, damages for alleged breaches of the MRSLAs and certain other relief.

The trial in Proceeding CIV 1808/2013 commenced on 14 June 2017 and ran for 10 sitting days. On 24 November 2017, Justice Kenneth Martin delivered his reasons for decision in that proceeding, finding in favour of Mineralogy. In particular, his Honour found in favour of Mineralogy as to the proper construction of the relevant clauses of the MRSLAs and the calculation of Royalty Component B.

Following delivery of the reasons for decision in Proceeding CIV 1808/2013, Mineralogy commenced a further proceeding in the Supreme Court of Western Australia against the CITIC Parties (“Proceeding CIV 3024/2017”) seeking the same relief as that sought in Proceeding CIV 1808/2013. On 18 December 2017, Justice Kenneth Martin ordered, among other things, that Proceeding CIV 1808/2013 and Proceeding CIV 3024/2017 be consolidated and that all claims be determined in the as consolidated proceeding.

Also on 18 December 2017, Justice Kenneth Martin made final orders in the consolidated proceeding. His Honour ordered, among other things, that judgment be entered for Mineralogy:

  • (i) against each of Sino Iron and Korean Steel in the amount of US$82,409,227.91 (including US$7,702,492.91 interest); and

  • (ii) against the Company in the amount of US$153,859,032.00 (including US$4,445,562.00 interest), pursuant to the guarantee in the Fortescue Coordination Deed (“FCD”).

Justice Kenneth Martin ordered that the obligations to pay the above amounts to Mineralogy be suspended until the close of business on 15 January 2018.

– 25 –

Mineralogy could enforce the judgment against either Sino Iron and Korean Steel, on the one hand, or against the Company, on the other. However, it could not recover the judgment sums from Sino Iron/Korean Steel and the Company.

On 12 January 2018, Sino Iron paid to Mineralogy the judgment sums plus interest ordered by Justice Kenneth Martin on behalf of itself and Korean Steel. On the same day, Sino Iron paid Mineralogy the sum of US$113,332,300 in respect of payments of Royalty Component B for the quarters ended 30 June 2017, 30 September 2017 and 31 December 2017 in conformity with the judgment in Proceedings CIV 1808/2013 and CIV 3024/2017.

The CITIC Parties have appealed the consolidation orders and final orders made by Justice Kenneth Martin on 18 December 2017. No date has been set for the hearing of the appeal.

FCD Indemnity Disputes

Mineralogy and Mr. Palmer have commenced and threatened to commence proceedings to pursue claims pursuant to an indemnity given by the Company under the FCD to Mineralogy and Mr. Palmer that extends to losses suffered by Mineralogy and Mr. Palmer in relation to failure by Sino Iron and Korean Steel to perform their obligations under the project agreements.

(i) Queensland Nickel FCD Indemnity Claim

On 29 June 2017, the final day of the trial of Proceeding CIV 1808/2013, Mr. Palmer commenced a proceeding against the Company in the Supreme Court of Western Australia claiming damages in the sum of AUD2.324 billion (now reduced by an amended statement of claim to AUD1.8065 billion). This amount is alleged to represent the reduction in the value of the assets of the Joint Venture business carried on by Queensland Nickel group of companies (“Queensland Nickel”) controlled by Mr. Palmer. The Joint Venture business was a nickel and cobalt refinery located at Yabulu in North Queensland.

Mr. Palmer’s claim purports to be made pursuant to an indemnity given by the Company under the FCD to Mr. Palmer and Mineralogy, that extends to losses suffered by Mr. Palmer and Mineralogy in relation to failure by Sino Iron and Korean Steel to perform their obligations under the project agreements.

Mr. Palmer claims that, in or around November 2015, Mineralogy agreed and/or determined to provide to Queensland Nickel Pty Limited, the manager of the Queensland Nickel joint venture, AUD28 million and such further funds as it might require for working capital, funded from the payment of Royalty Component B, to enable it to continue to manage and operate the Joint Venture business, while nickel prices remained low. As Sino Iron and Korean Steel had not paid amounts sought by Mineralogy on account of Royalty Component B, Mr. Palmer claims that Mineralogy did not, and was unable to, provide the funds to Queensland Nickel Pty Limited to enable it to continue managing and operating the Joint Venture business. Mr. Palmer alleges that Queensland Nickel Pty Limited was subsequently placed in administration, followed by liquidation, because it did not receive those funds from Mineralogy.

On 5 February 2018, the Company filed and served its defence and counterclaim in the proceeding. The Company has pleaded a number of defences, including that there has been no breach of the project agreements, construction arguments, causation and mitigation.

On 26 February 2018, Justice Kenneth Martin made, inter alia, orders adding Mineralogy (as a plaintiff) and Sino Iron and Korean Steel (as defendants) in the proceeding.

No trial date has been set for this proceeding.

– 26 –

  • (ii) Palmer Petroleum FCD Indemnity Claim

On 16 February 2018, Mineralogy commenced another proceeding against the CITIC Parties in the Supreme Court of Western Australia, Proceeding CIV 1267/2018, in which it claims damages in the sum of AUD2.675 billion. The statement of claim pleads that Mineralogy had agreed to provide:

  • (1) from December 2009, funding; and

  • (2) in or about 2013, all future working capital,

to its wholly owned subsidiary company, Palmer Petroleum Pty Ltd (now named Aspenglow Pty Ltd) (“Palmer Petroleum”). As the CITIC Parties had not paid Royalty Component B from the fourth quarter of 2013 to the second quarter of 2016, it is claimed that Mineralogy did not, and was unable to, provide the funds to Palmer Petroleum.

Mineralogy alleges that as a result, Palmer Petroleum was wound up in insolvency. The statement of claim pleads that Palmer Petroleum subsequently lost rights to a Papua New Guinea exploration licence and suffered a diminution in value, equivalent to the sale value of oil that allegedly would have been recoverable under the exploration licence. Mineralogy claims that it suffered a loss equivalent to the diminution in value of its shareholding in Palmer Petroleum.

This proceeding is still in its early stages. On 26 February 2018, Justice Kenneth Martin suspended the obligations of the CITIC Parties under the Court Rules to file any defence and counterclaim, to bring a strikeout application or to apply for summary judgment pending further orders or directions in this proceeding.

  • (iii) Other Threatened FCD Indemnity Claims

Mr. Palmer and Mineralogy have also foreshadowed further claims under the indemnity in the FCD relating to other losses alleged to have been suffered by various other entities controlled by Mr. Palmer.

Minimum Production Royalty Dispute

On 21 December 2017, Mineralogy commenced another proceeding against the CITIC Parties in the Supreme Court of Western Australia, Proceeding CIV 3166/2017, in which it revived its claim for the minimum production royalty. Mineralogy seeks, among other things, payment by Sino Iron and Korean Steel each of US$97,802,036, and payment by the Company of US$195,604,070 pursuant to the guarantee and indemnity in the FCD.

The MRSLAs required each of Sino Iron and Korean Steel to produce a minimum of six million tonnes of product by 21 March 2013, unless prevented from doing so by factors outside their control. If Sino Iron and Korean Steel failed to do so, they were each required, within one month of that date, to pay Mineralogy the equivalent of the Mineralogy Royalty on six million tonnes of product.

Mineralogy has applied to join Mr. Palmer (as a plaintiff) and the Company (as a defendant) to this proceeding. Mineralogy has also indicated to the CITIC Parties that Mineralogy proposes to plead the following additional claims in an amended statement of claim:

  • (1) that Mineralogy is entitled to recover loss suffered as a result of the CITIC Parties’ unconscionable conduct, under section 21 of the Australian Consumer Law; and

  • (2) that Mr. Palmer is entitled to recover loss suffered in relation to the CITIC Parties’ failure to pay the minimum production royalty, pursuant to the indemnity in the FCD.

– 27 –

A hearing date has been set for 26 June 2018 for CITIC Parties’ application that the proceeding be permanently stayed or dismissed, or the statement of claim be struck out, and Mineralogy’s application to join Mr. Palmer (as a plaintiff) and the Company (as a defendant).

No trial date has been set for this proceeding.

Port Dispute

Sino Iron and Korean Steel, through their agent CITIC Pacific Mining Management Pty Ltd, have developed port infrastructure at the Port of Cape Preston to be used to export product from the Sino Iron Project. In 2013, Mineralogy commenced a proceeding in the Federal Court of Australia seeking declarations that the port terminal facilities had vested in it, that it was entitled to possession, control and ownership of that infrastructure and that the Facilities Deeds between the parties, which regulate usage of the port infrastructure, have been terminated by it. The Federal Court refused to grant any of the relief sought by Mineralogy.

Mineralogy appealed the decision at first instance. The Full Court of the Federal Court of Australia dismissed the appeal on all grounds raised by Mineralogy. The Full Court found that Sino Iron and Korean Steel, and not Mineralogy, were solely responsible for the operation and maintenance of the port terminal facilities.

Mineralogy applied for special leave to appeal the decision of the Full Court to the High Court of Australia. On 15 September 2017, the High Court refused Mineralogy’s application for special leave to appeal. A decision to refuse special leave is final and cannot be appealed. Accordingly, this proceeding is now at an end, save for the recovery by the CITIC Parties of their costs.

(iii) CITIC Resources Litigation

  • (1) In August 2014, 山煤煤炭進出口有限公司 (Shanxi Coal Import & Export Co., Ltd.) (“Shanxi Coal I/E”), a wholly-owned subsidiary of 山煤國際能源集團股份有限公司 (Shanxi Coal International Energy Group Co., Ltd.), commenced a claim in 山西省高級人民法院 (the Shanxi High People’s Court) (the “Shanxi Court”) against, amongst others, CITIC Australia Commodity Trading Pty Limited (“CACT”), an indirect wholly-owned subsidiary of the Company (“Shanxi Claim A”). In connection with Shanxi Claim A, Shanxi Coal I/E obtained an asset protection order from the Shanxi Court over a certain quantity of the inventories (the “Shanxi APO”).

In January 2017, pursuant to a civil ruling of the Shanxi Court, Shanxi Claim A was transferred to the Public Security Bureau for determination in accordance with China’s criminal procedures. As a result, Shanxi Claim A terminated and Shanxi Coal I/E has no further recourse or rights against CACT in respect of Shanxi Claim A.

In February 2017, the Shanxi Court ordered the lifting of the Shanxi APO.

  • (2) In the second half of 2015, CACT received an arbitration request notice from the International Court of Arbitration of the International Chamber of Commerce (the “ICC”) in respect of an arbitration application by Shanxi Coal I/E pursuant to which, Shanxi Coal I/E is (i) alleging that CACT has entered into two contracts for the supply of, and has failed to deliver, copper cathodes to Shanxi Coal I/E (the “Contracts”); and (ii) claiming an amount of US$27,890,000 (HK$217,542,000) as the aggregate purchase price Shanxi Coal I/E alleges it has paid to CACT under the Contracts, plus interest (“Shanxi Claim B”).

– 28 –

CACT has not entered into the Contracts as alleged by Shanxi Coal I/E and considers Shanxi Claim B to be baseless. Accordingly, no provision was made in respect of Shanxi Claim B.

Pursuant to the final award of the ICC of 28 September 2017, the ICC has determined that it did not have jurisdiction over CACT and Shanxi Coal I/E for the purposes of arbitrating the Claim B.

(iv) Metallurgical Corporation of China (“MCC”) claim

MCC were appointed as the EPC (engineering, procurement and construction) contractor for the processing area and related facilities at the Group’s Sino Iron project in Western Australia (“Sino Iron Project”). The fixed price contract amount was US$3.4 billion.

On 30 January 2013, MCC announced that it had incurred costs over the value of the contract and had provided additional funding of US$858 million to MCC Mining (Western Australia) Pty Ltd (“MCC WA”), its wholly owned subsidiary company responsible for delivering MCC’s obligations under the contract.

As at the date of issuance of the consolidated financial statements MCC has not claimed any additional costs from Sino Iron or its subsidiary companies, other than minor contract variations in the normal course of operations, and the Group believes it has satisfied all of its obligations under the contract.

Under the contract, the Group has a right to claim liquidated damages from MCC WA for certain delays in the completion of their project scope at a daily amount of 0.15% of the value of the main contract (approximately US$5 million per day, with a cap of approximately US$530 million in total). As at balance sheet date the cumulative days delay that has been incurred has resulted in the contractual cap to the liquidated damages being reached.

As set out in the Company’s announcement dated 24 December 2013, Sino Iron and MCC WA entered into a supplemental contract pursuant to which Sino Iron will take over the management of the construction and commissioning of the remaining four production lines of the Sino Iron Project. An independent audit will opine on various matters including the contract price for the hand over pursuant to the supplemental contract and related fees and expenses, the value of the supporting services provided by Sino Iron to MCC WA in carrying out its responsibilities under the contract, the extent of the works completed by MCC WA in respect of the first two production lines, and the liability of MCC WA in respect of the extensive delays on completion of the works under the contract. By reference to such findings of the independent audit, Sino Iron and MCC WA expect to enter into further negotiations to determine the amount of liabilities to be borne between the parties. Outcomes are not yet known as at 31 December 2017.

15 DISCONTINUED OPERATIONS

On 14 March 2016, the Company, CITIC Pacific and CITIC Corporation entered into an agreement with China Overseas Land & Investment Limited (“China Overseas”) to sell the Group’s interest in certain residential real estate projects in the PRC to one of the affiliates of China Overseas. Completion of the transaction took place in September 2016.

– 29 –

The aggregate results of the discontinued operations were as follows:

Revenue
Expenses
Loss before taxation
Income tax
Loss arising from discontinued operations before disposal gain
Net gain on disposal
Profit for the year from discontinued operations
Attributable to:
– Ordinary shareholders of the Company
– Non-controlling interests
For the year
ended
31 December
2016
HK$ million
11,639
(15,294)
(3,655)
(2,246)
(5,901)
16,210
10,309
10,337
(28)
10,309

Note:

The financial information relating to the years ended 31 December 2017 and 2016 included in this preliminary announcement of annual results 2016 do not constitute the Company’s statutory annual consolidated financial statements for those years but is derived from those financial statements. Further information relating to these statutory financial statements required to be disclosed in accordance with section 436 of the Hong Kong Companies Ordinance (Cap. 622) is as follows:

The Company has delivered the financial statements for the year ended 31 December 2016 to the Registrar of Companies as required by section 662(3) of, and Part 3 of Schedule 6 to, the Hong Kong Companies Ordinance (Cap. 622) and will deliver the financial statements for the year ended 31 December 2017 in due course.

The Company’s auditor has reported on the financial statements of the Group for both years. The auditor’s reports were unqualified; did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying its reports; and did not contain a statement under sections 406(2), 407(2) or (3) of the Hong Kong Companies Ordinance (Cap. 622).

– 30 –

FINANCIAL REVIEW AND ANALYSIS

For the year ended For the year ended
31 December
Increase/
In HK$ million 2017 2016 (Decrease)
(Restated)
Continuing operations
Revenue 450,536 381,662 68,874
Profit before taxation 82,783 70,791 11,992
Profit attributable to ordinary shareholders 43,902 43,146 756
– Continuing operations 43,902 32,809 11,093
– Discontinued operations 10,337 (10,337)
Basic earnings per share (HK$) 1.51 1.48 0.03
– Continuing operations 1.51 1.13 0.38
– Discontinued operations 0.35 (0.35)
Diluted earnings per share (HK$) 1.51 1.48 0.03
– Continuing operations 1.51 1.13 0.38
– Discontinued operations 0.35 (0.35)
Dividend per share (HK$) 0.36 0.33 0.03
Net cash generated from operating activities 107,133 280,664 (173,531)
– Continuing operations 107,133 275,008 (167,875)
– Discontinued operations 5,656 (5,656)
Capital expenditure 45,323 48,264 (2,941)
As at As at
31 December 31 December Increase/
2017 2016 (Decrease)
(Restated)
Total assets 7,520,739 7,239,489 281,250
Total liabilities 6,727,098 6,542,816 184,282
Total ordinary shareholders’ funds and
perpetual capital securities 550,951 491,002 59,949
Return on total assets (%) 1% 1%
Return on net assets (%) 9% 9%

– 31 –

Profit/(loss) and assets by business

Profit/(loss) Profit/(loss) Assets Assets
For the year ended As at
31 December 31 December
2017 2016 2017 2016
In HK$ million (Restated) (Restated)
Financial services 57,579 55,498 6,925,076 6,729,902
Resources and energy (9,484) (6,465) 129,438 137,337
Manufacturing 3,524 1,310 130,381 96,112
Engineering contracting 1,729 1,673 46,127 36,796
Real estate 7,941 2,264 159,664 143,596
Others 11,045 3,218 163,835 113,090
Underlying business operations 72,334 57,498 7,554,521 7,256,833
Operation management (7,286) (4,698)
Discontinued operations 10,309
Elimination
Profit for the year attributable to non-
48 (413)
controlling interests and holders of
perpetual capital securities 21,194 19,550
Profit for the year attributable to
ordinary shareholders 43,902 43,146
Revenue by business
For the year ended
31 December Increase/(decrease)
Continuing operations 2017 2016 Amount %
In HK$ million (Restated)
Financial services 190,028 187,534 2,494 1%
Resources and energy 63,456 51,097 12,359 24%
Manufacturing 97,432 62,350 35,082 56%
Engineering contracting 14,653 11,023 3,630 33%
Real estate 3,227 4,900 (1,673) (34%)
Others 81,673 64,723 16,950 26%

– 32 –

Revenue by nature

For the year ended For the year ended
31 December Increase/(decrease)
Continuing operations 2017 2016 Amount %
In HK$ million (Restated)
Net interest income 116,682 125,919 (9,237) (7%)
Net fee and commission income 59,180 54,578 4,602 8%
Sales of goods and services 260,481 194,136 66,345 34%
– Sales of goods 217,333 157,372 59,961 38%
– Services rendered to customers 26,382 26,895 (513) (2%)
– Revenue from construction contracts 16,766 9,869 6,897 70%
Other revenue 14,193 7,029 7,164 102%

Profit Attributable to Ordinary Shareholders by Business

In HK$ million

Profit attributable to ordinary shareholders by business

==> picture [353 x 124] intentionally omitted <==

----- Start of picture text -----

39,506 1,731
3,318
7,660 9,455
38,406 1,675
1,740
1,774 1,987 2017
Financial (6,872) Manufacturing Engineering Real Others 2016
services contracting estate
(9,900)
Resources
and energy
----- End of picture text -----

Capital Expenditures

For the year ended
31 December Increase/(decrease)
In HK$ million 2017 2016 Amount %
Financial services 14,880 16,350 (1,470) (9%)
Resources and energy 5,429 4,874 555 11%
Manufacturing 5,861 5,405 456 8%
Engineering contracting 1,784 1,564 220 14%
Real estate 2,436 5,979 (3,543) (59%)
Others 14,933 14,092 841 6%
Total 45,323 48,264 (2,941) (6%)

– 33 –

Group Financial Position

As at As at
31 December 31 December Increase/(decrease)
In HK$ million 2017 2016 Amount %
(Restated)
Total assets 7,520,739 7,239,489 281,250 4%
Loans and advances to customers
and other parties 3,721,886 3,137,850 584,036 19%
Investments classified as
receivables 644,789 1,166,325 (521,536) (45%)
Cash and deposits 924,584 927,382 (2,798) 0%
Available-for-sale financial assets 807,912 642,477 165,435 26%
Held-to-maturity investments 261,654 244,151 17,503 7%
Fixed assets 196,047 173,326 22,721 13%
Inventories 58,552 49,000 9,552 19%
Total liabilities 6,727,098 6,542,816 184,282 3%
Deposits from customers 4,056,158 4,031,519 24,639 1%
Deposits from banks and
non-bank financial institutions 954,638 1,097,164 (142,526) (13%)
Debt instruments issued 653,371 543,893 109,478 20%
Borrowing from central banks 284,818 205,755 79,063 38%
Financial assets sold under
repurchase agreements 160,902 134,534 26,368 20%
Bank and other loans 142,442 113,125 29,317 26%
Total ordinary shareholders’
funds and perpetual capital
securities 550,951 491,002 59,949 12%

Loans and advances to customers and other parties

As at 31 December 2017, the net loans and advances to customers and other parties of the Group was HK$3,721,886 million, an increase of HK$584,036 million, 19% compared to 31 December 2016. The proportion of loans and advances to customers and other parties to total assets was 49%, an increase of 6% compared to 31 December 2016.

As at As at
31 December 31 December Increase/(decrease)
In HK$ million 2017 2016 Amount %
(Restated)
Corporate loans 2,231,671 2,073,094 158,577 8%
Discounted bills 130,190 83,949 46,241 55%
Personal loans 1,473,346 1,069,417 403,929 38%
Total loans and advances to
customers and other parties 3,835,207 3,226,460 608,747 19%
Impairment allowances (113,321) (88,610) (24,711) 28%
Net loans and advances to
customers and other parties 3,721,886 3,137,850 584,036 19%

– 34 –

Deposits from customers

As at 31 December 2017, deposits from customers of the financial institutions under the Group were HK$4,056,158 million, an increase of HK$24,639 million, 1% compared to 31 December 2016. The proportion of deposits from customers to total liabilities was 60%, a decrease of 2% compared to 31 December 2016.

As at As at
31 December 31 December Increase/(decrease)
In HK$ million 2017 2016 Amount %
(Restated)
Corporate deposits
Time deposits 1,463,098 1,554,160 (91,062) (6%)
Demand deposits 1,947,517 1,845,448 102,069 6%
Subtotal 3,410,615 3,399,608 11,007 0%
Personal deposits
Time deposits 357,069 363,387 (6,318) (2%)
Demand deposits 281,084 260,433 20,651 8%
Subtotal 638,153 623,820 14,333 2%
Outward remittance and
remittance payables 7,390 8,091 (701) (9%)
Total 4,056,158 4,031,519 24,639 1%

– 35 –

RISK MANAGEMENT

CITIC Limited has established a risk management and internal control system covering all business segments to identify, assess and manage various risks in the Group’s business activities. The business, operating results, financial position and profitability of CITIC Limited may be subject to a number of risk factors and uncertainties, directly or indirectly, relating to the Group. The risk factors set out below are not exhaustive and CITIC Limited, in addition to these risk factors, may also be exposed to other unknown risks or risks that may not be material at present but may become material in future.

Financial Risk

As a sub-committee of the Executive Committee, the Asset and Liability Management Committee (“ALCO”) has been established to monitor financial risks of the Group in accordance with the relevant treasury and financial risk management policies.

Asset and liability management

CITIC Limited’s sources of funds for different businesses include long-term and short-term debt and equity, of which ordinary shares, preferred shares and perpetual securities are the alternative forms of equity financing instruments. CITIC Limited manages its capital structure to finance its overall operations and growth by using different sources of funds. The type of funding is targeted to match the characteristics of our underlying business.

1. Debt

ALCO centrally manages and regularly monitors the existing and projected debt levels of CITIC Limited and its major non-financial subsidiaries to ensure that the Group’s debt size, structure and cost are at reasonable levels.

As at 31 December 2017, consolidated debt of CITIC Limited[(1)] was HK$795,813 million, including loans of HK$142,442 million and debt instruments issued[(2)] of HK$653,371 million. Debt of the head office of CITIC Limited[(3)] accounted for HK$86,274 million and debt of CITIC Bank[(4)] HK$527,860 million. In addition, the head office of CITIC Limited had cash and deposits of HK$5,874 million and available committed facilities from banks of HK$21,829 million.

– 36 –

The details of debt are as follows:

As at 31 December 2017 HK$ million
Consolidated debt of CITIC Limited 795,813
Among which: Debt of the head office of CITIC Limited 86,274
Debt of CITIC Bank 527,860

Note:

  • (1) Consolidated debt of CITIC Limited is the sum of “bank and other loans” and “debt instruments issued” in the Consolidated Balance Sheet of CITIC Limited;

  • (2) Debt instruments issued include corporate bonds, notes, subordinated bonds, certificates of deposit and certificates of interbank deposit issued;

  • (3) Debt of the head office of CITIC Limited is the sum of “bank and other loans”, “long-term borrowings” and “debt instruments issued” in the Balance Sheet of CITIC Limited;

  • (4) Debt of CITIC Bank refers to CITIC Bank’s consolidated debt securities issued, including longterm debt securities, subordinated bonds, certificates of deposit and certificates of interbank deposit issued.

Consolidated debt by maturity as at 31 December 2017

Within one year or on demand Between one and two years

Between two and five years Over five years

==> picture [128 x 114] intentionally omitted <==

----- Start of picture text -----

22%
50%
25%
3%
----- End of picture text -----

– 37 –

Consolidated debt by type as at 31 December 2017

Loan within one year Loan over one year or on demand Corporate bonds issued Notes issued Subordinated bonds issued Certificates of deposit issued

Certificates of interbank deposit issued

==> picture [130 x 125] intentionally omitted <==

----- Start of picture text -----

4%
14%
41%
12%
18%
0%
11%
----- End of picture text -----

The debt to equity ratio of CITIC Limited as at 31 December 2017 is as follows:

In HK$ million Consolidated Head office
Debt 795,813 86,274
Total equity(5) 793,641 399,146
Debt to equity ratio 100% 22%

Note:

(5) Total consolidated equity is based on the “total equity” in the Consolidated Balance Sheet; Total equity of head office is based on the “total ordinary shareholders’ funds and perpetual capital securities” in the Balance Sheet.

– 38 –

2. Liquidity risk management

The objective of liquidity risk management is to ensure that CITIC Limited always has sufficient cash to repay its maturing debt, perform other payment obligations and meet other funding requirements for normal business development.

CITIC Limited’s liquidity management involves the regular cash flow forecast for the next three years and the consideration of its liquid assets level and new financings necessary to meet future cash flow requirements.

CITIC Limited centrally manages its own liquidity and that of its major non-financial subsidiaries and improves the efficiency of fund utilisation. With flexible access to domestic and overseas markets, CITIC Limited seeks to diversify sources of funding through different financing instruments, in order to raise low-cost funding of medium and long terms, maintain a mix of staggered maturities and minimise refinancing risk.

3. Credit ratings

Standard & Poor’s Moody’s
31 Dec. 2017 BBB+/Stable A3/Negative

Treasury risk management

Treasury risk management essentially covers the following financial risks inherent in CITIC Limited’s businesses:

  • Interest rate risk

  • Currency risk

  • Counterparty risk for financial products

  • Commodity risk

  • Market price risk

CITIC Limited manages the above risks by using appropriate financial derivatives or other means, and priority will be given to simple, cost-efficient and effective hedge instruments which meet the HKAS 39 in performing treasury risk management responsibilities. To the extent possible, gains and losses of the derivatives offset the losses and gains of the assets, liabilities or transactions being hedged.

– 39 –

CITIC Limited is committed to establishing a comprehensive and uniform treasury risk management system. Within the group-wide treasury risk management framework, member companies are required to, according to their respective business characteristics and regulatory requirements, implement suitable treasury risk management strategies and procedures and submit reports on a regular and ad hoc basis.

1. Interest rate risk

CITIC Limited regularly monitors current and projected interest rate changes, with each of the operating entities of the Group implementing its own interest rate risk management system covering identification, measurement, monitoring and control of market risks. Interest rate risk is managed by taking into account market conditions and controlled at a reasonable level.

For our financial subsidiaries, repricing risk and benchmark risk are the main sources of interest rate risk. Observing the principle of prudent risk appetite, they closely track changes in the macroeconomic situation and internal business structure, continue to optimise the maturity structure of deposits, make timely adjustments to the loan repricing lifecycle, and take the initiative to manage sensitive gaps in interest rates for the overall objective of achieving steady growth both in net interest income and economic value within a tolerable level of interest rate risk.

For our head office and non-financial subsidiaries, the interest rate risk arises primarily from debt. Borrowings at floating rates expose CITIC Limited to cash flow interest rate risk, while borrowings at fixed rates expose CITIC Limited to fair value interest rate risk. Based on its balance sheet and market conditions, CITIC Limited and its nonfinancial subsidiaries will conduct analysis and sensitivity testing on interest rate risk, adopt a flexible approach in choosing financing instruments at floating and fixed rates, or choose to employ, at the suitable time, the interest rate swaps and other derivative instruments approved for use by the ALCO to manage interest rate risk.

2.

Currency risk

CITIC Limited has major operations in mainland China, Hong Kong and Australia, with Renminbi (“RMB”), Hong Kong dollar (“HKD”) and United States dollar (“USD”) as functional currencies respectively. The Group’s member companies are exposed to currency risk from gaps between financial assets and liabilities, future commercial transactions and net investments in foreign operations that are denominated in a currency that is not the member company’s functional currency. The reporting currency of the consolidated financial statements of CITIC Limited is HKD. Translation exposures from the consolidation of subsidiaries, whose functional currency is not HKD, are not hedged by using derivative instruments as no cash exposures are involved.

CITIC Limited measures its currency risk mainly by currency gap analysis. Where it is appropriate, the Group seeks to lower its currency risk by matching its foreign currency denominated assets with corresponding liabilities in the same currency or using forward contracts and cross currency swaps, provided that hedging is only considered for firm commitments and highly probable forecast transactions.

– 40 –

3. Counterparty risk for financial products

CITIC Limited has business with various financial institutions, including deposits, interbank lending, financial investment products and derivative financial instruments. To mitigate the risk of non-recovery of deposited funds or financial instrument gains, member companies of CITIC Limited approve and adjust the list of counterparties and credit limits of approved financial institutions through internal credit extension processes. A regular report is required.

4. Commodity risk

Some businesses of CITIC Limited involve the production, procurement, and trading of commodities, and they face exposure to price risks of commodities such as iron ore, crude oil, gas and coal.

To manage some of its raw material exposures such as supply shortages and price volatility, CITIC Limited has entered into long-term supply contracts for certain inputs or used plain vanilla futures or forward contracts for hedging. While CITIC Limited views that natural offsetting is being achieved to a certain extent across its different business sectors, it performs a continual risk management review to ensure commodity risks are well understood and controlled within its business strategies.

5. Market price risk

CITIC Limited holds investments in financial assets classified as available-for-sale financial assets or financial assets at fair value through profit or loss in the consolidated balance sheet. To control price risks arising from such investments, the Group actively monitors the price changes and diversifies the relevant investment risks through appropriate asset allocation.

Economic Environment

CITIC Limited operates diversified businesses globally in various countries and regions. As a result, its financial condition, operational results and business prospects are, to a significant degree, subject to the development of both international and domestic economies, as well as the political and legislative environment.

As China’s economy is undergoing structural changes, the formation of new growth drivers involves further reforms in a variety of areas, including politics, economy, technology, culture and society. With the sluggish global economic recovery, growth remains soft in the developed economies and tends to be more divergent across regions due to significant differences in inherent structures. In emerging markets, economic growth continues to slow down. The economic rebound is still vulnerable due to the lowering of potential market growth as well as the weakness in commodity prices and capital outflows. If negative economic factors appear in countries and regions in which CITIC Limited operates, there might be an adverse impact on its operational results, financial condition and profitability.

– 41 –

Operational Risk

The financial services segment of the Group covers various sectors, including banking, securities, trust, insurance and asset management. As information technology is widely applied in the modern financial services industry, the reliability of computer systems, computer networks and information management software is essential to both traditional financial and innovative businesses. Unreliable information technology systems or underdeveloped network technologies may result in inefficient trading systems, business interruption, or loss of important information, thus affecting the reputation and service quality of financial institutions and even incurring economic losses and legal disputes.

CITIC Limited carries out resources and energy, manufacturing, engineering contracting, real estate, and other businesses in countries and regions across the world, and these businesses might continue to encounter a diversity of operational difficulties. Certain difficulties, if beyond the control of CITIC Limited, might result in production delays or increases in production costs. These operational risks include delay of government payments, deterioration of tax policies, labour disputes, unforeseen technical failures, various disasters and emergencies, unexpected changes in mineral, geological or mining conditions, pollution and other environmental damage, as well as potential disputes with foreign partners, customers, subcontractors, suppliers or local residents or communities. Such risks would cause damage or loss to the relevant businesses of CITIC Limited, which in turn could adversely affect its operations, financial condition and profitability.

Credit Risk

With the proliferation of new market entities, innovative business models, new products, businesses and counterparties, credit risks could increase in both width and complexity. In this unpredictable economic climate, with extensive business operations and counterparties, the Group pays close attention to market developments and credit risks arising from business partners. If the Group fails to investigate and prevent such risks, they may have an adverse impact on its operations, financial condition and profitability.

Competitive Markets

CITIC Limited operates in highly competitive markets. Failure to compete in terms of product specifications, service quality, reliability or price may have an adverse impact on the Group.

  • The financial services business faces fierce competition from domestic and international commercial banks and other financial institutions.

  • The engineering contracting business is challenged by global peers as well as China’s large state-owned enterprises and private companies.

  • Resources and energy, manufacturing, real estate operations, and other businesses in different sectors also face severe competition over resources, technologies, prices and services.

Intensification of competition might result in lower product prices, narrower profit margins as well as loss of market share for CITIC Limited.

– 42 –

Other External Risks and Uncertainties

Impact of local, national and international laws and regulations

CITIC Limited faces local business risks in different countries and regions. Such risks might have a significant impact on the financial condition, operations and business prospects of CITIC Limited in the relevant markets. The investments of CITIC Limited in countries and regions across the world might at present or in future be affected by changes in local, national or international political, social, legal, tax, regulatory and environmental requirements from time to time. In addition, new government policies or measures, if introducing changes in fiscal, tax, regulatory, environmental or other aspects that may affect competitiveness, could result in an additional or unforeseen increase in operating expenses and capital expenditures, produce risks to the overall return on investment of CITIC Limited, and delay or impede its business operations and hence adversely affect revenue and profit.

Impact of new accounting standards

The Hong Kong Institute of Certified Public Accountants (“HKICPA”) issues new and revised Hong Kong Financial Reporting Standards (“HKFRSs”) from time to time. As the accounting standards continue to evolve, HKICPA might further issue new and revised HKFRSs in the future. The new accounting policies, if required to be adopted by CITIC Limited, could have a significant impact on its financial condition and operations.

Natural disasters or events, terrorism and diseases

The business of CITIC Limited could be affected by events such as earthquakes, typhoons, tropical cyclones, inclement weather, acts or threats of terrorism, or outbreaks of highly contagious diseases, which would directly or indirectly reduce the supply of essential goods or services or reduce economic activities on a local, regional or global scale. Any of these disasters might damage the businesses of CITIC Limited, which would have a material adverse impact on the financial condition and operations of CITIC Limited.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

In 2017, CITIC Limited endeavoured to fulfil its staff, environmental, customer, industry and community responsibilities while developing its businesses and maximising shareholder value. We continue to foster five talent teams. One employee received the Friendship Award presented by the PRC government and three were named as experts entitled to a Government Special Allowance. In accordance with the Company’s Green Management, Green Operations, Green Office approach, CITIC and its subsidiaries offered customers comprehensive solutions for the construction and operation of environmentally-friendly public works projects and services that contribute to a “Beautiful China”. During the year, China CITIC Bank was recognised as the Bank of the Year, China awards held by The Banker magazine in the UK, while CITIC Construction’s Geely Automobile Project in Belarus received the Honor Certificate on Design and Constriction for Industrial Building Projects in Belarus in 2016 by the Construction Department of Belarus. During the year, in support of China’s national strategies we organised seminars on the Belt and Road and “going out” campaign, and

– 43 –

established a strategic cooperation arrangement with the Ministry of Industry and Information Technology in line with the Made in China 2025 initiative. We also contributed to the Headquarter to Headquarter Strategic Platform with Tianjin for the continuing development of that city’s regional and industrial economy. In 2017, our volunteer association increased to 30 teams working on behalf of CITIC youth volunteer organisations, with nearly 10,000 participants involved in volunteer activities during the year. In addition, we held an ESG preparation training course for over 60 ESG staff from functional departments and subsidiaries to improve our ESG capabilities and reporting.

Staff Development: build platforms for growth

During the year, we continued to implement our talent strategy and complied with all relevant labour laws and regulations. To protect the interests of our staff, we entered into or modified labour contracts and achieved a contract signing rate of 100% for the year. At CITIC Prudential, we adopted a new labour contract policy, under which staff initially signed a oneyear fixed term labour contract without a probationary period clause, with a non-fixed term labour contract to be signed upon expiry. As of the end of 2017, CITIC Limited employed * 243,036 staff, representing an increase of 115,426 as compared with the previous year[(6)] .

We offer compensation on the basis of performance at rates that are competitive with the market. In 2017, CITIC Engineering Design & Construction invited consultants to help optimise its remuneration system and medium – and long-term incentive plan, while CITIC Press launched a base salary plan for strategic investment and innovative sectors. Throughout the Group, we continued to improve the insurance, benefit schemes, working hours and annual leave provisions offered to staff. For our young employees, we provided apartments and support services in Beijing where the housing shortage is acute. We continued to optimise our performance appraisal and remuneration systems during the year. Based on the different business characteristics and development stages of our subsidiaries, we introduced a differentiated appraisal mechanism and improved our industry benchmark matching system. This helped to create a closer link between performance appraisal results and staff remuneration/incentives, reflecting the Company’s overall talent compensation and retention strategy.

Capitalised on our comprehensive strength and synergy among different businesses lines, we arranged for staff postings and exchanges between the headquarters and subsidiaries, among subsidiaries, and between CITIC and relevant provincial and municipal governments. This broadened the scope of our training for staff and gave them exposure to our diverse operations. We continue to foster five talent teams, which will function as a talent pool in support of the Company’s development. In 2017, our subsidiaries organised more than 6,000 training programmes, with over 700,000 staff participating. Another scheme introduced by the Company during the year was the CITIC Excellence Training Project to help employees develop more versatile skills. In 2017, CITIC Bank initiated an employee certification training system, with 13,000 staff participating in online learning and certification examinations. CITIC Dicastal invited three groups of US Dicastal employees to take training in China. At CITIC Heavy Industries, we developed and reviewed 5 major categories of work and 12 skills upgrading courses. CITIC Pacific was awarded the Manpower Developer Award by the Employees Retraining Board (ERB) during the year.

Note:

(6) Headcounts of 112,360 from M China Management Limited were incorporated into the 2017 total

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We understand our primary responsibility to employees is to protect their personal safety and health. As part of our commitment to safety management, we provided training in 2017 focusing on safe production and inspected key business units and subsidiaries. During the year, CITIC Mining International held a forum on safety management for contractors on the topics of health, safety and the environment. At CITIC Resources, we organise a comprehensive annual emergency practice drill at the onshore terminal processing plant of Yuedong oilfield to enhance safe production, poison control, and the handling of oil tank fires.

Environmental Responsibilities: contribute to a harmonious environment

During the year, we continued to improve our environmental management system and laid a solid foundation for the ongoing enhancement of our environmental management systems. CITIC Mining International continued its environmental programme, SinoSAFE ENVIRONMENT during the year. Under this programme, it carried out tests and inspections on the condition of local plant life and quality of surface water and seawater in the onshore and offshore habitats surrounding its projects, with each department taking responsibility for managing its waste. CITIC Heavy Industries made a greater effort to minimise energy waste by conducting 96 inspections that uncovered 100 instances of energy wastage throughout the year. CITIC Construction required all business and project departments to plan for green construction and minimise the use of resources and energy. It also encouraged the departments to mitigate the environmental impacts of their operations on the natural and social environment through careful management and technological innovation.

We are committed to implementing green operation and management to align our efforts with national industrial transformation so as to achieve green and low-carbon development. In our financial services businesses, CITIC Bank established its Green Credit Policies for 2017 and began incorporating a green appraisal system in all of its branches. CITIC Bank also started to evaluate customers according to industries classified as having high pollution/high emissions and overcapacity. It then decided whether to continue supporting these customers or gradually exit from them. In cooperation with the People’s Government of Rugao City, Jiangsu Province, CITIC Trust launched an RMB3 billion trust project, the CITIC Minhui 52•Trust Fund Scheme for the Development of Energy Saving and New Energy Automobile Industry, to support new-energy automobile projects.

In 2017, the Yuedong Oilfield of CITIC Resources adopted a variety of initiatives to reduce pollution and emissions during oil production, exploration and transportation, such as substituting heating systems, which effectively reduced oxynitride, sulphur dioxide and other pollutants. The subsidiaries of CITIC Pacific Special Steel, including Xingcheng Special Steel, XinYegang Steel and Qingdao Special Steel, completed the enclosure of their stock yards and blast furnaces to comply with national standards. CITIC Dicastal converted its sewage treatment and reclaimed water recycling plant during the year, which doubled its treatment capacity to 800 tons per day. The reclaimed water recycled at the plant is being used for landscaping and environmental maintenance.

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To conserve resources and energy, the Karazhanbas Oilfield of CITIC Resources conducted regular dedusting and desalting works for its electrical devices, and installed electricity-saving devices to reduce energy consumption. This resulted in an annual electricity consumption decrease of 2.5 million kwh for the year. CITIC Heavy Industries conducted a statistical analysis of its steam data using steam meters to control the valve opening of each unit, which reduced steam consumption from January to March 2017 by 5.69% as compared with the last corresponding period, without affecting the amount of heat generated.

The headquarters building of CITIC Limited outsourced its printing requirements during the year in order to reduce the cost of labour and materials used in printing. It is estimated that the Company will save 15–20% in annual printing expenses and reduce emissions from toner particles and ozone generated during the printing process. CITIC Securities also established new rules governing the use of company vehicles and investigated monthly vehicle oil consumption to avoid waste.

According to the call for Building a Beautiful China at the 19th People’s Congress, we have been working together with our member companies to provide comprehensive solutions, such as consulting services, design management, joint investment, and project contracting. We have also been actively participating in the provision of social public goods and services, including a household waste incineration project in Yinzhou District, Ningbo City, and a water recycling project at the Karazhanbas Oilfield.

Responsibility to Customers: enhance our brand prestige and credibility

At CITIC, we have strengthened our quality control systems to prevent and minimise the risk of product failure. At CITIC Dicastal, complaints about quality are addressed in meetings and through regular analysis and communication to resolve customer concerns on time and on site. The Geely Automobile Project in Belarus of CITIC Construction was awarded a certificate for its industrial construction projects by the Ministry of Construction. Another team working on the Kungrad soda and Dehkanabad potash projects in Uzbekistan won a China-Uzbekistan friendship award.

We focus our efforts to meet customers’ need and concern to continuously standardize our services. At CITIC-Prudential LIFE, a direct settlement of claims service was piloted to seamlessly integrate the systems between hospitals and the Company. This service is capable of transmitting insurance claims information in real-time via the Internet to settle claims with “zero stand-by time and with no hassle”. To expand the breadth and depth of IT management, CITIC Heavy Industries built an intelligent service platform to enhance the customer experience to tap business potential in the current client base and to interact with clients on more levels.

To protect the rights of consumers, the CITIC Securities Information Technology Center developed a set of Information System Security Management Methods to ensure the security of its data and safeguard customer information.

In response to the Protecting Investors • Understanding Regulations and Clarifying Risks initiative of the China Securities Regulatory Commission, CITIC Securities organised a publicity campaign on topics such as insider trading, market manipulation, illegal information disclosure and illegal operations that ran to the end of 2017.

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Industry Responsibility: grow with our peers

We put a high priority on our relationship with the government. While focusing on our own business, we have also contributed to the development of the local economies and communities where we operate. Guided by the philosophy that if we are not the leader in an industry, we will cooperate with the leader in that industry, we will continue to partner up with best peers.

According to the national Big Synergy strategy, we work closely with our industry peers. In 2017, the Company held a seminar on the Belt and Road and Go Global campaign. We also established close relationships with various domestic and foreign governmental authorities, large companies, financial institutions and international organisations in order to make our key projects a reality. In addition, we collaborated with the Ministry of Industry and Information Technology to explore new development models and finance projects under the Made in China 2025 initiative. After entering strategic cooperation agreements in Beijing and Hebei province, we established a senior level platform with Tianjin to cooperate on projects such as traffic system integration, environmental protection and industrial transfer. We also worked with urban groups in the Yangtze River Economic Zone, Jinshan District in Shanghai, Wuhan Changjiang New Town and Nantong Economic Development Zone on city integration and big data projects.

In the process of fulfilling our own social responsibilities, we have been working with our supply chain to establish a shared value system.

We have also been active in promoting the development of industry. The Yuedong Oilfield under CITIC Resources, for example, has developed a marching-type workover rig with selfbalanced derrick that has obtained national utility model patent and received a Science and Technology Advancement Award of Liaohe Oilfield (Grade I). Other innovations include CITIC Engineering’s Design Guidelines for Urban Integrated Utility Tunnels and other guidelines for the design industry. To combat piracy and infringement of rights, CITIC Press joined the Anti-piracy Alliance of Beijing 15 Publishing House and cooperated with law enforcement agencies to track down pirated books.

As anti-corruption is a top priority in our internal risk control, on a semi-annual basis we review the Code of Conduct of CITIC Limited and its subsidiaries. We have also established a supervision and reporting system and investigated the performance and behaviour of management personnel in our subsidiaries. What’s more, we instituted a system to supervise the security of our overseas assets. During the year, we held training sessions for the functional departments and supervisors at our subsidiaries in Hong Kong and studied Hong Kong’s business environment and regulatory policies.

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Community Responsibility: aid prosperous communities

Given the close relationships between Mainland China and Hong Kong and Macau, we have been investing in a number of public welfare projects in the two SARs. During the year, CITIC Limited also continued to host interns from Hong Kong, including internship positions for 34 students from several Hong Kong universities at companies such as CITIC Bank and CITIC Securities. CITIC Pacific also donated HK$460,000 to the Education University of Hong Kong in support of its Integrated Centre for Wellbeing project, which provides therapy for children with special educational needs and developmental disabilities. When Typhoon Hato struck Macau in August 2017, CTM of CITIC Telecom International established an Emergency Assistance Program for Telecommunication Facilities to help with the reconstruction of the city.

Moreover, capitalised on our business strength, we initiated various charitable activities with CITIC characteristic. CITIC Trust started the first charitable trust with two trustees in Beijing – the 2016 Ala Shan SEE (Society of Entrepreneurs & Ecology) Environmental Charitable Trust, with CITIC and the Beijing Entrepreneur Environmental Protection Fund acting as trustees and China Soft Capital acting as trustor. This marked an important milestone in cooperation between a financial entity and environmental charity. CITIC Trust also formally established the 2017 Shunde Community Charitable Trust under the CITIC • He Xiangjian Charity Foundation with funding of RMB500 million, the largest charitable trust in China’s trust industry to date. For the Smiling Rainbow, Care for Special Children – Beijing Station programme, CITIC Press donated more than 100 children’s picture books to the China Rehabilitation Research Center for Hearing and Speech Impairment, a member of the Charity Alliance for Hearing-impaired Children.

In 2017, the CITIC Volunteers’ Association, comprising 30 teams of volunteers, participated in more than 60 volunteer activities. These included care for migrant workers’ children, aid for the disabled and educational donations in more than 20 cities and regions, including Beijing, Shanghai, Chongqing and Luoyang. Approximately 10,000 volunteers took part in these activities.

CORPORATE GOVERNANCE

CITIC Limited is committed to maintaining high standards of corporate governance. The board of directors believes that good corporate governance practices are important to promote investor confidence and protect the interests of our shareholders. Looking ahead, we will keep our governance practices under continual review to ensure their consistent application and will continue to improve our practices having regard to the latest developments. A full description of CITIC Limited’s corporate governance will be set out in the section of Corporate Governance contained in the Annual Report 2017.

CITIC Limited has applied the principles and complied with all the code provisions of the corporate governance code as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited throughout the year 2017.

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AUDIT AND RISK MANAGEMENT COMMITTEE

The audit and risk management committee of the board, consisting of five non-executive directors of whom three are independent, reviewed the 2017 consolidated financial statements and the annual results for the year ended 31 December 2017 in conjunction with the management and CITIC Limited’s external auditor and recommended its adoption by the board.

DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

The directors have resolved to recommend to shareholders the payment of a final dividend of HK$0.25 per share (2016: HK$0.23 per share), which together with the interim dividend of HK$0.11 per share (2016: HK$0.10 per share) already paid makes a total dividend of HK $0.36 per share (2016: HK$0.33 per share) for the year ended 31 December 2017. The total dividend of HK$0.36 per share will amount to HK$10,473 million of CITIC Limited’s profit for the year ended 31 December 2017 (2016: HK$9,600 million).

The proposed final dividend of HK$0.25 per share, the payment of which is subject to approval of the shareholders at the annual general meeting of CITIC Limited to be held on Thursday, 14 June 2018 (“2018 AGM”), is to be payable on Thursday, 5 July 2018 to shareholders whose names appear on the Register of Members of CITIC Limited on Monday, 25 June 2018.

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

  • (i) from Friday, 8 June 2018 to Thursday, 14 June 2018, both days inclusive and during which period no share transfer will be effected, for the purpose of ascertaining shareholders’ entitlement to attend and vote at the 2018 AGM. In order to be eligible to attend and vote at the 2018 AGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with CITIC Limited’s Share Registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 7 June 2018; and

  • (ii) from Thursday, 21 June 2018 to Monday, 25 June 2018, both days inclusive and during which period no share transfer will be effected, for the purpose of ascertaining shareholders’ entitlement to the proposed final dividend. In order to establish entitlements to the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with CITIC Limited’s Share Registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 20 June 2018.

PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES

Neither CITIC Limited nor any of its subsidiary companies has purchased, sold or redeemed any of CITIC Limited’s listed securities during the year ended 31 December 2017.

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FORWARD LOOKING STATEMENTS

This announcement contains certain forward looking statements with respect to the financial condition, results of operations and business of the Group. These forward looking statements represent CITIC Limited’s expectations or beliefs concerning future events and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements.

Forward looking statements involve inherent risks and uncertainties. Readers should be cautioned that a number of factors could cause actual results to differ, in some cases materially, from those implied or anticipated in any forward looking statement or assessment of risk.

ANNUAL REPORT AND FURTHER INFORMATION

A copy of the announcement is posted on CITIC Limited’s website (www.citic.com) and Hong Kong Exchanges and Clearing Limited’s website (www.hkexnews.hk). The full Annual Report will be made available on the respective websites of CITIC Limited and Hong Kong Exchanges and Clearing Limited around 20 April 2018.

By Order of the Board CITIC Limited Chang Zhenming Chairman

Hong Kong, 28 March 2018

As at the date of this announcement, the executive directors of CITIC Limited are Mr Chang Zhenming (Chairman), Mr Wang Jiong, Ms Li Qingping and Mr Pu Jian; the non-executive directors of CITIC Limited are Mr Liu Yeqiao, Mr Song Kangle, Ms Yan Shuqin, Mr Liu Zhuyu, Mr Liu Zhongyuan, Mr Yang Xiaoping and Mr Wu Youguang; and the independent non-executive directors of CITIC Limited are Mr Francis Siu Wai Keung, Dr Xu Jinwu, Mr Anthony Francis Neoh, Ms Lee Boo Jin, Mr Noriharu Fujita and Mr Paul Chow Man Yiu.

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