AI assistant
IRC Limited — Annual Report 2012
Nov 16, 2012
49636_rns_2012-11-16_7a232068-1292-4590-bc69-70f211d5604f.pdf
Annual Report
Open in viewerOpens in your device viewer



:Photo Cover Kong Hong ,Kowloon ,Tong Yau at located property commercial / residential s'Group the ,One Ocean

Contents
- Information Corporate 2
- Profile Corporate 3
- Statement s'Chairman 4
- Highlights Financial 8
- Analysis and Discussion Management 10
- Summary Financial 16
- Properties of Particulars 18
- Report Governance Corporate 20
- Directors of Details Biographical 35
- Directors the of Report 40
- Information' Shareholders 54
- Report' Auditors Independent 55
- Statement Income Consolidated 57
- Income Comprehensive of Statement Consolidated 58
- Position Financial of Statement Consolidated 59
- Equity in Changes of Statement Consolidated 61
- Flows Cash of Statement Consolidated 62
- Position Financial of Statement 65
- Statements Financial to Notes 67
- Meeting General Annual of Notice 157
Information Corporate 2
Incorporation of Place
Kong Hong
Directors of Board
∆Directors Executive
(Chairman (Peter ,Ngok Kin Lam (Chairman Deputy (Aun Fook Chew (Officer Executive Chief (Julius ,Yan Shu Lau Richard ,Tsuen Siu Lui
Directors executive-Non
Ming Kin Lam Chu Po U Edward ,Hwa Yee Wan
Directors executive-Non Independent
Kwan Bing Lam William ,Yin Shu Leung JP ,GBS ,Stephen ,Kwan Shu Ip
Committee Audit
(Chairman (William ,Yin Shu Leung Kwan Bing Lam Edward ,Hwa Yee Wan
Committee Remuneration
(Chairman (William ,Yin Shu Leung Kwan Bing Lam Aun Fook Chew
Secretary Company
Man Siu Kwok
Office Principal/Office Registered
Floor th11 Centre Commercial Sun Lai Road Wan Sha Cheung 680 Kong Hong ,Kowloon
0391 2741 (852) :Tel 2775 2785 (852) :Fax
Representatives Authorised
*Peter ,Ngok Kin Lam *Julius ,Yan Shu Lau
Office Transfer and Registrars Share
Limited Tengis Tricor Centre Tesbury ,Floor th26 East Road s'Queen 28 Kong Hong ,Wanchai
Auditors Independent
Young & Ernst Accountants Public Certified
Bankers Principal
Limited) Kong Hong (China of Bank Corporation Bank Construction China Limited Bank Hing Chong .A.N ,Citibank Limited Bank Seng Hang Limited ,Asia East of Bank The Shanghai and Hongkong The Limited Corporation Banking
Information Shares
Listing of Place
Exchange Stock The of Board Main The Limited Kong Hong of
Code Stock
488
Lot Board
Shares 1,000
Website
com.laisun.www
Relations Investor
com.laisun@ir :Email
2012, November 1 from effect With
and; Director Executive an ,as resign will Richard ,Tsuen Siu Lui .Mr and ,appointed be will Lester ,Yin Hau Lam .Mr∆
will Man Siu Kwok .Mr and Aun Fook Chew .Mr and ,as act to cease will Julius ,Yan Shu Lau .Mr and Peter ,Ngok Kin Lam .Dr* .Representatives Authorised the ,appointed be
on listing first its obtained which Group Sun Lai the of member a is Limited Company Development Sun Lai include activities principal its and diversified well is Company The 1972. late in exchange stock Kong Hong the and media as well as management and operation hotel ,Kong Hong in investment and development property 1988 March in Limited Kong Hong of Exchange Stock The on listed was Company The .business entertainment .Group the of reorganisation a following

Limited Kong Hong of Exchange Stock The of Board Main the on Listed*
Limited Kong Hong of Exchange Stock The of Market Enterprise Growth the on Listed #
2012 October 30 at as structure Corporate
Statement s'Chairman 4

Development Sun Lai of results consolidated audited the present to pleased am I year the for") Group "the (subsidiaries its and") Company "the (Limited Company Hong revised and new of number a adopted early have We 2012. July 31 ended (Amendments (12 HKAS ,which of One .year this Standards Reporting Financial Kong the to attributable profits consolidated the in increase an to led ,"Taxes Income" consolidated the in increase an and million \$105.4HK of Company the of shareholders have We 2011. July 31 ended year the at as and for million \$1,504.8HK of assets net .purpose comparison for report this in 2011 of information financial the restated
Results Final of Overview
\$875.2HK of turnover a recorded Group the 2012, July 31 ended year the For 2011:) million \$544.4HK of profit gross a and) million \$1,192.9HK 2011: (million 11%, and 27% approximately of decrease a representing ,)million \$611.6HK approximately was shareholders to attributable profit Net .year last over respectively decrease a representing ,)million \$2,449.1HK :)restated (2011 (million \$2,282.6HK \$0.125HK to declined share per earnings basic ,Accordingly 7%. approximately of of conclusion the to due was turnover in decrease The .)\$0.160HK :)restated (2011( of conclusion to due was profit in decrease The .project 28 Emerald the of sale the in increase smaller a as well as ,projects Oakhill The and 28 Emerald the of sale the from performance rental good a by set-off partially were which ,valuation property eSun in interests additional of acquisition on gain ,portfolio property investment our effect the Excluding .indemnity tax for provision of reversal a and Limited Holdings approximately was shareholders to attributable profit net ,revaluations property of of increase an representing ,)million \$819.5HK :)restated (2011 (million \$845.5HK effect revaluation property the excluding share per earnings Basic 3%. approximately .(\$0.053HK :)restated (2011 (\$0.046HK to decreased correspondingly
2011) million \$16,357.6HK to amounted 2012 July 31 at as equity' Shareholders shareholders to attributable share per value asset Net .)million \$13,463.8HK :)restated( completion after) \$0.951HK :)restated (2011 (\$0.815HK to decreased Company the of 2011. December in issue rights the of
Dividend Final
in distribution for available reserves any have not did Company the 2012, July 31 at As Chapter ,Ordinance Companies the of B79 Section of provisions the with accordance the of") Board "the (directors of board the ,Accordingly .Kong Hong of Laws the of 32 for dividend ordinary an of payment the recommend to not resolved has Company .(Nil 2011: (2012 July 31 ended year the
Review Business and Outlook Market
s'Kong Hong ,China in cities leading the of one and centre financial global a As major the by faced challenges the from immune not clearly is performance economic economies global major of softening protracted The .world the around economies term long possible over concerns lingering the as such issues macro by exacerbated the in election presidential the ,crisis debt sovereign zone-euro the to solutions the inhibited have Kong Hong and China in change leadership the and States United .also Kong Hong in growth economic of pace
has market property the ,conditions challenging these Notwithstanding across whole a as recovery sustained of signs shown and resilience demonstrated in Executive Chief of election the after particularly ,generally markets different robust ,supply term short of lack chronic the by underpinned is which ,Kong Hong .environment rate interest low a and demand underlying
Markets Retail and Office
slower to due market office the of softening some seeing been have we Whilst ,corporates by adopted stance cautious more a therefore and activities economic numbers Visitor .demand underlying by moderated been have adjustments price the effect cascading and continued the with Coupling .strong remained sales retail and ,brands super international by displaced being shops retail level street traditional of .robust been has market retail the of performance rental

28 Emerald of house Club ◆ Oakhill The of pool Swimming◆

under year the during well performed have properties investment our ,result a As investment our in value delivering in strategy pronged-two a adopt will We .review :follows as portfolio
- sizeable retaining through portfolio investment our grow to continue) i and; projects development our from elements retail/commercial
- optimising to view a with rental and mix tenant our managing actively) ii under currently properties investment Major .cashflow and occupancy Bank Construction China with venture joint 50:50 our include construction be to expected is which ,Central Road Connaught 3 at") CCB ("Corporation area floor gross attributable an add will and 2012 of end the by completed Preleasing .portfolio rental the to feet square 114,583 approximately of") GFA(" anchor the be will CCB .expectations within is progress and commenced has 50:50 Our .area lettable the of 50% than more taking ,building the for tenant to expected is Road Observatory at Group Land Henderson with venture joint approximately of GFA attributable another add will and 2015 in completed be .feet square 81,224
Properties Development
funds liquid ample ,environment rate interest low a ,demand underlying Strong in momentum sustained have units residential new of supply market tight a and policies monetary and fiscal of number a despite whole a as market residential the results good achieved we ,review under year the During .back it rein to introduced remaining two the of one sold we ,end year the to Subsequent 28. Emerald from per \$24,000HK over of price unit a achieved and project Oakhill The of units duplex Ocean our of sales the that confident are we ,backdrop a such Against .feet square .results good achieve will commenced recently has which Tong Yau in One

Outlook
addressing in plans his of some outlined has Executive Chief elected newly the Whilst Given .solutions term longer to medium predominantly are these ,issue supply the by countered ,future foreseeable the in rates interest low and demand underlying the the in supported well be to market the see we ,implemented being measures cooling .term medium to near
our strengthen will above mentioned projects development and investment The government Kong Hong the With .years coming the in growth further for platform local stabilise to measure a as run long the in supply land increasing to committed land government at achieved prices the monitor to continue will we ,prices property when and if exercises these in participate will and Kong Hong in tenders and auctions .arise opportunities investment suitable
Position Financial Stable
\$513.6HK approximately raised and issue rights a completed we ,year the During aimed strategy financing prudent s'Group the with line In .expenses of net ,million have we ,capital working strengthening and structure financial its optimising at July 31 at as 7% of ratio equity to debt net a with hand on cash of million \$1,671.1HK \$2,200HK of facility loan secured a arranged self have we ,end year the Since 2012. being billion \$6.04HK of total a with banks twelve of syndicate a from million the in banks the of confidence the shows oversubscription strong This .committed future any on capitalise to resources additional with us provide will and Company .opportunities
Staff and Shareholders
the ,colleagues Board my thank to like would I ,year financial this on back Looking the during us with worked who everyone and partners our ,team management senior .teamwork outstanding and support ,loyalty their for year
Chairman Deputy as Board the joined who Aun Fook Chew welcome to delighted am I sector property the from experience of wealth a brings who Director Executive and Tam Kraven ,Cheung Ambrose thank to like also would I .appointments prior his from contributions valuable their for year the during Board the left who Cheung Sam and .tenure their during Company the to
continue will stakeholders and staff our of efforts concerted the that believe firmly I .forward going Group our of momentum growth the propel to
Peter ,Ngok Kin Lam Chairman
Kong Hong 2012 October 30
Highlights Financial 8
| Two year- Overview |
2012FY | 2011FY | % | |
|---|---|---|---|---|
| Turnover | ( (M\$HK |
875.2 | 1,192.9 | -27% |
| Gross profit |
( (M\$HK |
544.4 | 611.6 | -11% |
| Gross profit margin |
% | 62% | 51% | |
| Operating profit |
( (M\$HK |
1,165.9 | 1,325.6 | -12% |
| Operating profit margin |
% | 133% | 111% | |
| Profit attributable to shareholders |
( (M\$HK |
|||
| — excluding the of effect property revaluation |
845.5 | 819.5 | 3% | |
| — including the of effect property revaluation |
2,282.6 | 2,449.1 | -7% | |
| profit Net margin |
% | |||
| — excluding the of effect property revaluation |
97% | 69% | ||
| — including the of effect property revaluation |
261% | 205% | ||
| Earnings share per |
( (\$HK |
|||
| — excluding the of effect property revaluation |
0.046 | 0.053 | -13% | |
| — including the of effect property revaluation |
0.125 | 0.160 | -22% | |
| Shareholders equity' |
( (M\$HK |
16,357.6 | 13,463.8 | 21% |
| Net borrowings |
( (M\$HK |
1,141.1 | 1,314.1 | -13% |
| asset Net value share per |
( (\$HK |
0.815 | 0.951 | -14% |
| Share as price July 31 at |
( (\$HK |
0.140 | 0.205 | -32% |
| Price earnings ratio Basic ( ) |
( (times |
|||
| — excluding the of effect property revaluation |
3.043 | 3.868 | ||
| — including the of effect property revaluation |
1.120 | 1.281 | ||
| Market capitalisation as July 31 at |
( (M\$HK |
2,808.8 | 2,903.2 | -3% |
| - Gearing debt net equity to |
(%) | 7% | 10% | |
| Interest cover |
( (times |
|||
| — excluding the of effect property revaluation |
14.1 | 16.1 | ||
| — including the of effect property revaluation |
38.0 | 48.1 | ||
| Discount to asset net value |
(%) | 83% | 78% | |
Highlights Financial


Location Geographical by Turnover Segment by Turnover
including Company the of holders equity ordinary to attributable tPro losses/gains revaluation of effect the excluding&

of holders equity ordinary to attributable tPro of effect the excluding Company the losses/gains revaluation
of holders equity ordinary to attributable tPro of effect the including Company the losses/gains revaluation
share per") NAV ("Value Asset Net & Asset Net

Overview
the to due primarily whole a as well challenges economic global the weathered market property Kong Hong The such Against .environment rate interest low and demand underlying robust ,supply term short of lack chronic a achieved") Group "the (subsidiaries its and") Company "the (Limited Company Development Sun Lai ,backdrop .Oakhill The and 28 Emerald from units remaining the and properties investment its from results of set solid
("GFA ("area floor gross attributable in ,comprising portfolio property a maintained Group the 2012, July 31 at As square 1,183,211 approximately of GFA attributable with properties investment completed ,)carparks excluding( properties and ,feet square 361,073 approximately of GFA attributable with development under properties ,feet asset sound this on build will Group The .feet square 15,531 approximately of GFA attributable with sale for held .shareholders its to value term-long delivering to view a with base
Composition Portfolio Property
| Commercial / Retail |
Office | Industrial | Residential | Total | of .No carparks |
|
|---|---|---|---|---|---|---|
| Investment properties Properties Under |
434 | 738 | 11 | — | 1,183 | 943 |
| Development | 111 | 115 | — | 135 | 361 | 61 |
| Properties Held Sale for |
13 | — | — | 3 | 16 | 13 |
| Total GFA |
558 | 853 | 11 | 138 | 1,560 | 1,017 |
2012 July 31 at as feet square 000 'in GFA attributable Approximate
.("Fung Lai ("Limited Holdings Fung Lai by held properties of GFA include not does table above The
Investment Property
Income Rental
2011:) million \$395.8HK of turnover a recorded operations rental s'Group the ,review under year the During of management the to due primarily is increase The 2011. over increase 8% a representing ,)million \$367.5HK .properties investment major its at reversion rental and mix tenant
,Plaza Wan Sha Cheung namely ,Kong Hong in properties investment major three owns wholly Group The in had properties these ,review under year the During .Centre Commercial Sun Lai and 2 Plaza Bay Causeway .(carparks excluding (feet square 1,086,975 approximately of GFA total a aggregate
(continued (Investment Property
(continued (Income Rental
:follows as is properties investment major by turnover rental of Breakdown
| Year ended |
July 31 | |||
|---|---|---|---|---|
| 2012 | 2011 | Period end |
||
| HK million \$ |
HK million \$ |
% Change |
occupancy (%) |
|
| Cheung Wan Sha Plaza |
||||
| ( including (carparks |
212.7 | 198.2 | 7% | 99.4 |
| Causeway Bay 2 Plaza |
||||
| ,office( and retail (carparks |
120.8 | 113.9 | 6% | 95.4 |
| Sun Lai Commercial Centre |
||||
| ( including (carparks |
48.0 | 42.4 | 13% | 98.2 |
| Other | 14.3 | 13.0 | 10% | A/N |
| Total | 395.8 | 367.5 | 8% |
properties investment major of Review
Plaza Wan Sha Cheung
was which podium retail a of top on erected towers office storey7- and storey8- two of comprises asset The 690,006 approximately of GFA total a with station MTR Kok Chi Lai the of top on located is It 1989. in completed major with nearby communities local the serve to positioned is arcade The .)carparks excluding (feet square .tenants key the as chains restaurants recognised and banks
2 Plaza Bay Causeway
which levels basement at facilities parking car with building office/commercial storey28- a of comprises asset The 208,432 approximately of GFA total a with Bay Causeway of heart the at located is It 1992. in completed was major and offices commercial and branch s'HSBC the include tenants Key .)carparks excluding (feet square .restaurants
Centre Commercial Sun Lai
Chi Lai the near located is It 1987. in completed complex carpark/commercial storey13- a comprises asset The .(carparks excluding (feet square 188,537 approximately of GFA total a with station MTR Kok

Centre Commercial Sun Lai ◆ 2 Plaza Bay Causeway ◆ Plaza Wan Sha Cheung◆
Analysis and Discussion Management 12
(continued (Investment Property
(continued (properties investment major of Review
:Kong Hong in projects venture joint following the in interest has Group The
Central Road Connaught 3
redevelopment joint the in") CCB ("Corporation Bank Construction China with interest 50:50 a has Group The is that tower office an be will project redeveloped The .Central in Hotel Carlton-Ritz former the of project .Central in station MTR the to access underground featuring Central in property landmark a become to expected Kong Hong its for offices as CCB by used mostly be will ,completion its upon ,property redeveloped the of Part a with million \$950HK approximately be to estimated is project the of cost construction total The .operations .(carparks excluding (feet square 229,165 approximately of GFA total
in is space remaining the of leasing-pre and 2012 of end the before completed be to expected is building The .progress
Road Observatory 2-12
the with Kowloon ,Road Observatory at project a in interest 50% a of acquisition the completed Group The 2011. November in Kowloon ,Road Observatory 2-12, .Nos as known there erected previously buildings
plan development-re overall the regarding partner venture joint the with discussions in now is Group The into redeveloped be to planned being is site The .building new the of quality and features ,designs the including .(carparks excluding (feet square 162,448 approximately of GFA total a with building commercial storey-multi a development total the ,partner venture joint the with plan development-re the of finalisation the to Subject \$1.7HK approximately of value land estimated an including billion \$2.3HK approximately be to estimated is cost 2015. in completed be to expected is building new The .billion
Development Property
\$414.5HK 2011: (million \$92.1HK was properties of sales from turnover recognised ,review under year the During the of sale the of conclusion the to due was decrease The .year last over 78% of decrease a representing ,)million .virtually sold been have units remaining the all where project 28 Emerald
development under projects major of Review
Kowloon ,Tong Yau ,One Ocean
The .Kowloon ,Tong Yau ,Street Shun Shung 6 .No at located project development this owns wholly Group The about of GFA saleable total a with property commercial-cum-residential a into site the developing is Group lease and cost land including (cost development total estimated The .)carparks excluding (feet square 132,092 in is Group The 2012. of end by completed be to expected and million \$700HK about is) premium modification .currently units residential the of sale-pre of process the
Kong Hong ,Road Hang Tai 335-339
the developing is Group The .Kong Hong ,Road Hang Tai 335-339 at located site the owns wholly Group The The .)carparks excluding (feet square 30,479 about of GFA total a with property residential luxury a into site lease and cost land including (cost development total The .site the of modification lease the completed Group second the in be to expected is Completion .million \$650HK about be to estimated is) premium modification 2013. of quarter
Analysis and Discussion Management
Operations Restaurant and Hotel
Minh Chi Ho in Hotel Caravelle historic the in interests s'Group the include operations restaurant and hotel The Italian star 3 Michelin only the including Kong Hong in restaurants acclaimed of number a and Vietnam ,City star 1 Michelin; Den Kaiseki Wagyu restaurant Japanese star 1 Michelin; BOMBANA Mezzo e Otto 1/2 8 restaurant .Tang Chiu and Tang Kowloon as such restaurants profile high other as well as; Tang Island restaurant Cantonese
s'Group the to million \$362.8HK contributed operations restaurant and hotel ,review under year the During the of Most .year last from 7% approximately of decrease a representing ,)million \$389.4HK 2011: (turnover .Hotel Caravelle the of operation s'Group the from derived was operations restaurant and hotel from turnover an and) 68% 2011: (67% of rate occupancy average an achieved Hotel Caravelle ,review under year the For and renovation comprehensive a undergo will Hotel Caravelle .)\$146US 2011: (\$149US of rate room daily average the in finish to expected is renovation The 2013. of quarter first the in commence will which programme upgrade 2014. of quarter third
,("FHRI ("Limited International Resorts and Hotels Furama by managed are operations restaurant and hotel The consultancy providing in experience extensive has FHRI .operation management resorts and hotels s'Group the going strategy key s'FHRI .countries Asian other and Kong Hong ,China in hotels to services management and arising opportunities capture to particularly ,services management providing on focus to continue will forward technical provide will FHRI .Zhongshan and Guangzhou ,Shanghai in Fung Lai of developments the from and Centre Paramount Guangzhou ,Plaza Flower May Shanghai in apartments serviced the to services advisory to expected are properties three All .completed are developments relevant the when Spring Palm Zhongshan 2013. in complete
(Limited Holdings eSun (associates in Interests
million \$440.6HK to increased") eSun ("Limited Holdings eSun from contribution ,review under year the During bargain the on gain s'eSun to due primarily is This 63%. of increase an representing ,)million \$270.2HK 2011:( .offer open s'Fung Lai of part as Fung Lai in interest additional the of purchase
and events ,movies in releases new of schedule underlying an given continue to momentum its expects eSun by characteried environment operating challenging the Despite .year financial coming the in albums music performance good a deliver to able was Fung Lai ,China in market property the in measures austerity stringent .steadily increased shareholders to attributable profit net and value asset Net .review under year the for

Kong Hong in Tang Island ◆ Kong Hong in Den Kaiseki Wagyu◆
ventures joint in Interests
:(restated (2011 (million \$711.0HK to decreased ventures joint from contribution ,review under year the During The of sale the of conclusion the to due primarily is This 28%. of decrease a representing ,)million \$990.8HK .Oakhill
Outlook
around economies major revive to attempting world the around banks central of result a as easing monetary The for environment rate interest low generally a sustains which time some for remain to expected is world the underlying robust the with together ,environment rate interest low the ,Kong Hong In .future foreseeable the cool to implemented policies fiscal the by countered be to expected are ,supply term near of lack and demand of Rental .stable remain will whole a as market property Kong Hong the believes Group The .market property the .impetus main the provide to expected are properties residential of sale and properties retail
margin preserving of objective the with approach flexible yet prudent a adopted has Group the ,this of light In advantage take to positioned-well is it that believes Group The .shareholders for value term-long optimising and portfolio property investment the expand to intends Group The .pipelines project its with demand up-pent the of income recurring improve to develops it that elements retail and commercial sizeable any retaining through .projects other develop to funding securing for bedrock the form will which
of mass critical the to add will projects Road Observatory the and Central Road Connaught 3 of addition The to projects Road Hang Tai the and One Ocean of sale the expects Group The .portfolio property investment the .results of set strong a deliver
Resources Financial and Liquidity
of Company the of shareholders to attributable assets net consolidated had Group the 2012, July 31 at As .(million \$13,463.8HK :) restated (2011 (million \$16,357.6HK approximately
operations business s'Group the from generated funds internal mainly comprise funding of sources s'Group The .banks by provided facilities loan and


(continued (Resources Financial and Liquidity
pursuant cancelled and repaid amounts excluding (facilities bank secured had Group the 2012, July 31 at As outstanding of amount The .million \$3,127.0HK approximately of) facilities the of terms respective the to 2011: July 31 at as (million \$2,812.2HK approximately was facilities banking secured these under borrowings net outstanding total the of percentage a as expressed ratio equity to debt net The .)million \$2,416.5HK time and balances bank unpledged and pledged the less borrowings outstanding total the being (borrowings at As 7%. approximately was Company the of shareholders to attributable assets net consolidated to) deposits less of period a over spread was million \$2,812.2HK of borrowings bank the of profile maturity the 2012, July 31 year second the in repayable million \$357.5HK ,year 1 within repayable million \$1,104.8HK with years 5 than carried borrowings s'Group the all 2012, July 31 at As .years fifth to third the in repayable million \$1,349.9HK and .basis rate floating a on interest
,million \$8,554.4HK approximately of amounts carrying with properties investment certain 2012, July 31 at As prepaid ,million \$234.4HK approximately of amounts carrying with equipment and plant ,property certain of sale for development under properties certain ,million \$25.0HK approximately of payments lease land approximately of banks with deposits time and balances bank certain and ,million \$1,200.5HK approximately certain ,addition In .Group the to granted facilities banking secure to banks to pledged were million \$106.0HK the to granted facilities loan secure to banks to pledged also were Group the by held subsidiaries in shares facility loan a secure to bank a to pledged were Group the by held venture joint a in shares Certain .Group pledged were Group the by held company investee an of shares Certain .Group the of venture joint a to granted were borrowings bank secured s'Group The .company investee this to granted facility loan a secure to banks to .Group the by held assets certain over charges floating by secured also
United or dollars Kong Hong in denominated were transactions and liabilities and assets major s'Group The believes Group the ,dollars States United against pegged are dollars Kong Hong that Considering .dollars States ,addition In .nominal is dollars States United from arising risk rate exchange to exposure corresponding the that .Sterling Pounds in denominated liabilities and assets the with Kingdom United in investment an has Group the minimise to order in Sterling Pounds in denominated borrowings bank by financed partly was investment The which million \$124.0HK approximately to amounted investment net The .exposure exchange foreign net the the than Other 2012. July 31 at as Group the of assets net consolidated the of portion small a for accounted only Renminbi in denominated were Group the of liabilities and assets monetary remaining the ,abovementioned No .liabilities and assets total s'Group the with compared as insignificant also were which Dong Vietnamese and .exposure exchange foreign the for hedge to employed were instruments hedging
Liabilities Contingent
the to 33 note in out set are period reporting the of end the at as Group the of liabilities contingent of Details .statements financial
Policies Remuneration and Employees
Group The .)1,200 2011: (employees 1,200 approximately of total a employed Group the 2012, July 31 at As existing s'Group the Under .success continued its in force staff stable a maintaining of importance the recognises are increments salary and promotion whilst levels competitive at maintained are rates pay employee ,policies merit their on based employees to granted are bonuses Discretionary .basis related-performance a on assessed provident mandatory ,scheme option share including benefits Other .practice industry with accordance in and education external for sponsorship and care medical subsidised ,plan insurance hospitalisation free ,scheme fund .employees eligible to offered are programmes training and
five last the for Group the of interests controlling-non and liabilities ,assets the of and results the of summary A .below out set is years financial
RESULTS
| Year | ended July 31 |
||||
|---|---|---|---|---|---|
| 2012 | 2011 | 2010 | 2009 | 2008 | |
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |
| Restated( ) |
( Restated ) |
( Restated ) |
( (Restated |
||
| TURNOVER | 875,156 | 1,192,914 | 729,254 | 649,742 | 826,506 |
| PROFIT LOSS(/ BEFORE) TAX |
2,356,838 | 2,536,763 | 2,650,308 | (189,699) | 1,198,342 |
| Tax | (31,110) | (38,042) | (41,412) | (27,900) | (13,362) |
| PROFIT LOSS(/ FOR) YEAR THE |
2,325,728 | 2,498,721 | 2,608,896 | (217,599) | 1,184,980 |
| Attributable :to |
|||||
| Ordinary equity holders |
|||||
| the of Company |
2,282,568 | 2,449,128 | 2,565,397 | (255,087) | 1,118,045 |
| -Non controlling interests |
43,160 | 49,593 | 43,499 | 37,488 | 66,935 |
| 2,325,728 | 2,498,721 | 2,608,896 | (217,599) | 1,184,980 |
Summary Financial
INTERESTS CONTROLLING-NON AND LIABILITIES ,ASSETS
| As July 31 at |
|||||||
|---|---|---|---|---|---|---|---|
| 2012 | 2011 | 2010 | 2009 | 2008 | |||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |||
| Restated( ) |
( Restated ) |
( Restated ) |
( (Restated |
||||
| Property plant , and equipment |
350,817 | 356,226 | 368,231 | 379,091 | 335,775 | ||
| Prepaid land lease payments |
25,010 | 26,038 | 27,066 | 28,094 | 29,121 | ||
| Investment properties |
8,570,911 | 7,756,931 | 6,444,930 | 5,192,800 | 5,336,000 | ||
| Properties under development sale for |
1,309,418 | 1,098,195 | 900,378 | 723,552 | 451,558 | ||
| Interests in associates |
3,083,687 | 2,503,210 | 2,267,671 | 2,037,736 | 2,170,217 | ||
| Interests joint in ventures |
3,889,258 | 2,847,147 | 1,851,040 | 752,788 | 735,622 | ||
| Available sale-for- financial assets |
1,185,810 | 1,035,937 | 770,516 | 512,054 | 530,235 | ||
| to-Held maturity- debt investments |
— | — | 35,840 | 12,205 | — | ||
| Pledged bank balances time and deposits |
— | 99,591 | 99,154 | — | 94,121 | ||
| ( classified non as current- (assets |
|||||||
| Deposits paid |
61,500 | 90,000 | — | — | 18,800 | ||
| Current assets |
1,854,169 | 1,324,828 | 1,873,322 | 1,530,397 | 1,408,178 | ||
| TOTAL ASSETS |
20,330,580 | 17,138,103 | 14,638,148 | 11,168,717 | 11,109,627 | ||
| Current liabilities |
) 1,410,048 ( |
(502,092) | (658,773) | (858,887) | (353,086) | ||
| Bank borrowings ( classified non as current- liabilities ) ( |
1,707,404 | ) ( 2,199,440 |
) ( 2,313,493 ) ( |
1,533,829 ) ( |
1,722,703 ( |
||
| Amounts to due associates |
(20,799) | (15,854) | (15,808) | (15,746) | (15,681) | ||
| Deferred tax |
) (100,880 |
(94,461) | (89,227) | (82,799) | (78,187) | ||
| Provision tax for indemnity |
) (347,135 |
(518,570) | (470,191) | (452,696) | (464,632) | ||
| Long term rental deposits received |
(60,032) | (55,930) | (47,523) | (40,576) | (44,431) | ||
| TOTAL LIABILITIES |
) 3,646,298 |
) ( 3,386,347 |
) ( 3,595,015 ) ( |
2,984,533 ) ( |
2,678,720 ( |
||
| -NON CONTROLLING INTERESTS |
) (326,697 |
(287,934) | (261,131) | (221,630) | (199,813) | ||
| NET ASSETS ATTRIBUTABLE TO |
|||||||
| ORDINARY EQUITY HOLDERS |
|||||||
| THE OF COMPANY |
16,357,585 | 13,463,822 | 10,782,002 | 7,962,554 | 8,231,094 |
and" Assets Underlying of Recovery :Tax Deferred — Taxes Income) "Amendments (12 HKAS of adoption Upon .years prior of information financial the restated Group the ,"Arrangements Joint "11 HKFRS
properties investment Major
| Approximate Attributable Floor Gross square (Area |
Use of) feet | ||||||
|---|---|---|---|---|---|---|---|
| Total | |||||||
| Location | Group interest |
Tenure | /Commercial retail |
Office | excluding( carpark |
No) carparks of . |
|
| 1. | Sha Cheung ,Plaza Wan 833 Sha Cheung ,Road Wan Cheung ,Wan Sha Kowloon Kong Hong , New( Kowloon Lot Inland (5955 .No |
100% | property The held is term a for on expiring 2047 June 30 |
217,202 | 472,804 | 690,006 | 355 |
| 2. | Causeway 2, Plaza Bay 463-483 Lockhart ,Road Causeway Bay Kong Hong , Section( the and J Remaining Portion Sections of ,G ,E ,D K ,H O and M ,L , Subsection , 4 Section of and H the Remaining Portion Inland of (2833 .No Lot |
100% | property The held is term a for years 99 of commencing on April 15 and 1929 renewable further a for term years 99 of |
111,077 | 97,355 | 208,432 | 57 |
| Sun Lai 3. Commercial ,Centre 680 Sha Cheung ,Road Wan Cheung Wan Sha ,Kowloon , Kong Hong New( Kowloon Lot Inland (5984 .No |
100% | property The held is term a for which of on expired 1997 June 27 been has and extended upon until expiry 2047 June 30 |
105,167 | 83,370 | 188,537 | 521 | |
| 4. | Queen 36 Street s' ,London , United Kingdom (HJ1 4EC ( |
100% | property The held is freehold |
— | 41,680 | 41,680 | — |
| 5. | Central AIA Connaught 1 ,Central Road Kong Hong Marine( 275, .No Lot A Section the and Remaining Portion Marine of (278 .No Lot |
10% | property The held is term a for years 999 of commencing from September 9 1895 Marine for( (275 .No Lot and years 999 commencing from October 12 1896 Marine for( (278 .No Lot |
— | 42,896 | 42,896 | 6 |
| Subtotal major of |
investment :properties |
433,446 | 738,105 | 1,171,551 | 939 |
Properties of Particulars
development under properties Major
| Approximate Attributable Gross (Area Floor of) feet square Use Expected |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Location | Group interest |
of Stage construction |
Expected completion date |
area Site* approximate( square feet ) |
Commercial | Office | Residential | Total excluding( (carpark |
of .No carparks |
|
| 1. | ,One Ocean Shung 6 ,Street Shun Yau ,Kowloon ,Tong Kong Hong |
100% | Superstructure work progress in |
2012 of End | 17,760 | 27,306# | — | 104,786# | 132,092# | 29 |
| 335-339 2. Hang Tai Road Kong Hong, |
100% | Superstructure work progress in |
quarter Second 2013 of |
13,800 | — | — | 30,479 | 30,479 | 13 | |
| 3. | ,Tower CCB Connaught 3 Road Central Kong Hong , |
50% | Superstructure work progress in |
2012 of End | 14,900 | — | 114,583 | — | 114,583 | 19 |
| 2-12 4. Observatory ,Road Sha Tsim ,Kowloon ,Tsui Kong Hong |
50% | Foundation work progress in |
2015 | 13,765 | 81,224 | — | — | 81,224 | — | |
| Subtotal major of properties under :development |
114,583 | 135,265 | 358,378 | 61 |
basis project 100% On*
# (feet square (area floor gross saleable attributable Approximate has and governance corporate of standards high maintaining and achieving to committed is Company The time from out set provisions code and principles the with compliance for procedures and policies established Stock ("Limited Kong Hong of Exchange Stock The on Securities of Listing the Governing Rules the in time to Practices Governance Corporate on Code the (14 Appendix under) respectively ,"Rules Listing "and" Exchange the of most with") Code CG ("Code Governance Corporate the as amended was which") Code CG former(" .(2012 April 1 on effective becoming provisions amended
Practices Governance Corporate) 1(
for Code CG former the) a (in out set respectively provisions code the all with complied has Company The to 2012 April 1 from period the for Code CG the) b (and 2012 March 31 to 2011 August 1 from period the CG the and Code CG former the of .1.2.E and .4.1A provisions code from deviation the for save 2012 July 31 .Code CG the of .5.1A as well as Code
be should directors executive-non ,Code CG the and Code CG former the of .4.1A provision code Under .election-re to subject ,term specific a for appointed
Directors executive-non independent the including") (NEDs ("directors executive-non existing the of None Company the of directors all ,However .term specific a for appointed is Company the of")) INEDs(" Company the of Association of Articles the of provisions retirement the to subject are") Directors(" by office from retire shall being time the for Directors the that require which ,")Association of Articles(" ("Shareholders ("Company the of shareholders by election last their since years three every once rotation of board the by appointed person any ,addition In .election-re for eligible are Directors retiring the and annual next the until only office hold will) NED a including (Director additional an as") Board ("Directors the with line in ,Further .election-re for eligible be then will and") AGM ("Company the of meeting general a fill to appointed Directors the of each ,Code CG the and Code CG former the of provision code relevant /his after meeting general first the at Shareholders the by election to subject be will/would vacancy causal the meet to sufficient are requirements such that considers Board the ,these of view In .appointment her remedial any take to intend not does ,therefore ,and .4.1A provision code said the of objective underlying .regard this in steps
attend should board the of chairman the ,Code CG the and Code CG former the of .1.2E provision code Under .meeting general annual the
,Ngok Kin Lam .Dr ,him by to attended be must which commitments business arranged-pre other to Due ,Yan Shu Lau .Mr ,However 2011. December 21 on held AGM the at present not was ,Chairman the ,Peter elected was AGM that at present Officer Executive Chief the and") ED ("Director executive an ,Julius the with communication effective an ensure to Association of Articles the to pursuant thereof chairman .thereat Shareholders
should INEDs the of majority a comprising committee nomination a ,Code CG the of .5.1A provision code Under .INED an or board the of chairman the by chaired and established be
full the by assumed are functions whose committee nomination a established not has Company The expertise and experience ,skills ,knowledge their on based recruited be will Directors new Potential .Board the meet must INEDs the for candidates and time relevant the at Company the of requirements the and consideration for candidates appropriate selecting and identifying of process The .criterion independence above the As .EDs the by out carried ,be to continue will and ,been has Board the by approval and the of duties other the and place in been already have procedures and policies nomination and selection ,effectively Board full the by performed been long have Code CG the in out set as committee nomination .stage current the at committee nomination a establish to necessary it consider not does Board the
Report Governance Corporate
Practices Best Recommended) 2(
practices best recommended the of some implemented have") Group ("subsidiaries its and Company The further for 2012 March 31 to 2011 August 1 from period the during Code CG former the in contained :follows as standard governance corporate s'Group the of enhancement
- the of officers and directors the for insurance liability appropriate for arranged had Company the) a( is coverage insurance The .activities corporate from arising liabilities their indemnifying for Group and; basis annual an on reviewed
- ,laws relevant the on updates or to amendments the on briefed regularly were Directors the) b( senior and Directors the encouraging been had Company the ,addition In .regulations and rules relating seminars and courses development professional of range wide a in enroll to executives by organised practices governance corporate and act/ordinance companies ,Rules Listing the to could they that so Kong Hong in chambers or/and auditors independent ,bodies professional .skills and knowledge relevant their improve further and update continuously
practices governance best the implement and identify to efforts reasonable its use will Company The .needs s'Company the to suitable
Directors of Board) 3(
delegation and Responsibilities)3.1(
s'Board The .affairs and business s'Company the of management overall the oversees Board The in managed is it that ascertain to and Company the of viability the ensure to is duty primary other of interests the account into taking while whole a as Shareholders its of interests best the .stakeholders
the in it assist to reference of terms written with committees specific established has Board The Committee Audit the ,Committee Executive the namely ,functions its of implementation efficient above the to delegated been have responsibilities Specific .Committee Remuneration the and .Committees
the to business s'Company the of management day-to-day the delegated has Board The the affecting matters on attention its focuses and ,Committee Executive the and management overall s'Group the ,objectives these achieving for plans and objectives term long s'Company .guidelines and policies overall as well as strategy commercial and business
,businesses of disposal or acquisitions any and matters aforesaid the to relating Decisions or liability potential or actual the where kind any of commitments or transactions or ,investments Listing the in defined as (Company the for transactions discloseable for threshold the exceed value in out set matters regarding decisions whereas; Board the for reserved are) time to time from Rules Board the for reserved specifically not those and Committee Executive the of reference of terms the .management and Committee Executive the to delegated are
s'Group the with ,basis monthly a on ,provided been have Directors all ,onwards 2012 April From the of assessment understandable and balanced a giving ,updates information management keep to detail sufficient in prospects and developments recent ,position ,performance s'Group relevant the under duties their discharge to them facilitate and affairs s'Group the of abreast them .Rules Listing the of requirements
(continued (Directors of Board) 3(
Board the of Composition)3.2(
the and NEDs are three ,EDs are four whom of ,members ten comprises currently Board The under required INEDs of number minimum the with compliance in ,INEDs are three remaining A3.10 Rule with comply will Company The .Rules Listing the of) INEDs 3 least at .e.i) (1(3.10 Rule the of) 2012 December 31 than later not by Board the of third-one least at representing INEDs .e.i( and") Year ("2012 July 31 ended year the during Board the served who Directors The .Rules Listing :follows as named are Report this of date the to up
Directors Executive
(Chairman (Peter ,Ngok Kin Lam (2012 June 5 from effect with appointed) (Chairman Deputy (Aun Fook Chew (Officer Executive Chief (Julius ,Yan Shu Lau Richard ,Tsuen Siu Lui (2011 December 21 from effect with retired (JP ,MH ,Ambrose ,Sum Wing Cheung (2012 May 1 from effect with retired (Kraven ,Man Kin Tam (2012 September 1 from effect with resigned (Sam ,Sum Cheung
Directors executive-Non
Ming Kin Lam Chu Po U Edward ,Hwa Yee Wan
Directors executive-Non Independent
Kwan Bing Lam William ,Yin Shu Leung JP ,GBS ,Stephen ,Kwan Shu Ip
headed section the in out set are Directors existing the of particulars biographical brief The 39. to 35 pages on Report Annual this of" Directors of Details Biographical"
NED a ,Chu Po U Madam of son the is ,ED an and Board the of Chairman ,Peter ,Ngok Kin Lam .Dr .NED another ,Ming Kin Lam .Dr of brother younger a and
,Report Annual this of section" Directors of Details Biographical "the in and above disclosed as Save relationships relevant/material other or family ,business ,financial any has Directors the of none .another one with
(continued (Directors of Board) 3(
INEDs)3.3(
.Rules Listing the of) 2 (and) 1(3.10 Rules under requirements the with complied has Company The three least at include must issuer listed a of directors of board every that requires Rule former The professional appropriate have must INEDs the of one least at that requires Rule latter the and INEDs the meet also INEDs All .expertise management financial related or accounting or qualifications ,Further .Rules Listing the of 3.13 Rule in out set as independence their of assessment for guidelines which events any of occurrence the of aware been not has Board the ,Report this of date the to up .impaired been has independence their that believe to it cause would
confirmation annual his in declared has ,INED an ,")Leung .W .Mr ("William ,Yin Shu Leung .Mr Development Kin True of liquidator the as acting been has he that Year the for independence of company limited private a is Kin True \$30,000.HK around fee the at") Kin True ("Limited voluntary' members a of stage final the to proceeded has and Kong Hong in incorporated be will and 2012 September 21 on held been has members of meeting final the that up winding director a also was ,NED a ,Chu Po U Madam .meeting final of date the after months 3 dissolved by provided service the of nature the of view In .Kin True of) interest 23.52% (shareholder a and facts material other and director a is Leung .W .Mr which of firm' accountants public certified the Leung .W .Mr of independence the affect not should it that considers Board the ,case this to relating .INED an as duties his of exercise the in
Development Professional Continuous and Induction' Directors) 4(
covering package induction comprehensive a receives Director each ,Board the to appointment On and statutory ,general the as well as Company the of procedures and policy ,operations business her/his of aware sufficiently is she/he that ensure to Director a being of obligations regulatory .requirements regulatory relevant other and Rules Listing the under responsibilities
and rules ,laws relevant the on updates or to amendments the on briefed regularly are Directors The enroll to executives senior and Directors the encouraging been has Company the ,addition In .regulations companies ,Rules Listing the to relating seminars and courses development professional of range wide a in independent ,bodies professional by organised practices governance corporate and act/ordinance their improve further and update continuously can they that so Kong Hong in chambers or/and auditors .skills and knowledge relevant
their refresh and develop to materials training written with provided are Directors ,time to time From and organises also") Secretary Company ("Company the of secretary company the; skills professional Directors the for regulations and rules ,laws applicable of development latest the on seminars arranges and Directors the for organised Company the ,Year the During .duties their discharging in them assist to 'solicitors international leading a by conducted Rules Listing the on workshop house-in an executives professional and organisations other by organised seminars attend to Directors the for arranged and ,firm .Company the of auditors independent the or/and) s(chamber ,bodies
Development Professional Continuous and Induction' Directors) 4( (continued(
following the received Directors current the ,Company the by maintained records the to According in company listed a of director a of duties and functions ,roles the on emphasis an with training during development professional continuous on Code CG the of requirement new the with compliance 2012: July 31 to April 1 from period the
| Corporate Updates & Rules |
Governance / ,Laws on Regulations |
Accounting / Financial / Management Other or Professional Skills |
||
|---|---|---|---|---|
| Directors | Read Materials |
Attend Seminars / Briefings |
Read Materials |
Attend Seminars / Briefings |
| Executive Directors |
||||
| Lam Ngok Kin Peter , |
√ | √ | — | — |
| Chew Aun Fook (1 Note ( |
√ | √ | √ | √ |
| Lau Yan Shu Julius , |
√ | √ | — | — |
| Lui Tsuen Siu Richard , |
√ | √ | √ | — |
| Tam Man Kin Kraven , (2 Note ( |
√ | √ | — | — |
| Cheung Sum Sam , (3 Note ( |
√ | √ | √ | √ |
| -Non executive Directors |
||||
| Lam Ming Kin |
√ | — | — | — |
| Chu Po U | √ | — | — | — |
| Wan Hwa Yee Edward , |
√ | √ | √ | √ |
| Independent -Non executive |
||||
| Directors | ||||
| Bing Lam Kwan |
√ | √ | — | — |
| Leung Yin Shu William , |
√ | √ | √ | √ |
| Shu Ip Kwan Stephen , JP ,GBS , |
√ | √ | — | — |
2012. June 5 from effect with ED an appointed was Aun Fook Chew .Mr) 1 (:Notes
2012. May 1 from effect with ED an as retired Kraven ,Man Kin Tam .Mr) 2(
2012. September 1 from effect with ED an as resigned Sam ,Sum Cheung .Mr) 3(
Committees Board) 5(
established was EDs the amongst Board the by appointed members comprising Committee Executive The ongoing the monitoring in Board the assist to reference of terms written with 2005 November 18 on accordance in objectives s'Company the implementing in and business s'Company the of management the to authority its delegated also has Board The .Board the by approved policies and strategy the with :functions its of implementation the in it assist to Committees following
Committee Remuneration)5.1(
currently which Committee Remuneration a established Board the 2005, November 18 On Chew .Mr ,ED an and Kwan Bing Lam .Mr and) Chairman (Leung .W .Mr namely ,INEDs two comprises ,Edward ,Hwa Yee Wan .Mr .)2012 September 1 from effect with member a appointed (Aun Fook as act to ceased and members former both were ED former a ,Sam ,Sum Cheung .Mr and NED a 2012, September 1 and 2012 June 30 from effect with Committee Remuneration the of members .respectively
Remuneration the of reference of terms revised the of set a adopted Board the 2012, March 29 On effective requirements new s'Code CG the with line in changes included has which ,Committee it where model operation the adopted has Committee Remuneration The 2012. April 1 from approve to authority final the retaining Board the with ,Board the to role advisory an performs of terms revised The .only management senior and EDs individual of packages remuneration the are responsibilities and duties ,authority its out setting Committee Remuneration the of reference .Exchange Stock the and Company the of websites the on available
Committee Remuneration the of Duties) a(
making of responsibility the with charged been has Committee Remuneration The /and Board the of Chairman the with consultation in ,Board the to recommendations of aspects all for framework and policy appropriate an on ,Officer Executive Chief the or 'Directors to limited not but including ,management senior and Directors all of remuneration so ,rights pension and kind in benefits ,options share ,bonuses ,allowances ,salaries ,fees and competitive is Company the by offered remuneration of level the that ensure to as the manage to quality required the of personnel motivate and retain ,attract to sufficient .successfully Company
Committee Remuneration the by performed Work) b(
related-remuneration discuss to Year the during meetings two held Committee Remuneration The share a of grant the including (ED an of appointment of terms the consider and matters matters on deliberated also had Committee Remuneration the of members All .)option an on EDs three of adjustment salary the and bonus discretionary of payment the to relating .resolutions circular of way by occasion
(continued (Committees Board) 5(
Committee Audit)5.2(
namely ,INEDs two comprised which Committee Audit an established Board the 2000, March 31 On the during Edward ,Hwa Yee Wan .Mr ,NED a and ,Kwan Bing Lam .Mr and) Chairman (Leung .W .Mr .Report this of date the to up and Year
of one least at that requires which ,Rules Listing the of 3.21 Rule with complied has Company The and members three of minimum a comprise must which (Committee Audit the of members the or qualifications professional appropriate possesses who INED an is) INED an by chaired be must .expertise management financial related or accounting
(functions governance corporate including (Committee Audit the of Duties) a(
,members its of all of responsibility collective the is governance corporate recognising While the of members the to functions governance corporate the delegated has Board the and objective an provide to positioned better be to considered are who Committee Audit .matters related-governance on guidance independent
,procedures and policies related-governance the formalised Board the 2012, March 29 On and integrity and fairness ,transparency ,accountability of foundations the on established On .")Policy CG ("policy governance corporate of set a into ,years for Group the by adopted the with line in revised were Committee Audit the of reference of terms the ,date same the required functions related-governance corporate new the incorporated had and Policy CG responsibilities the include functions Such 2012. April 1 from effective Code CG the under in) appropriate as (Board the to recommendations make and monitor ,review ,develop to the including (governance corporate of practices and policies s'Company the ,of respect and interim s'Company the in disclosures relevant the and Code CG the with compliance the and ,requirements regulatory and legal with compliance in practices the ,)reports annual .management senior and Directors the of development professional continuous and training and duties ,authority s'Committee Audit the out setting reference of terms revised The .Exchange Stock the and Company the of websites the both on available are responsibilities
Independent ("firm advisory risk external independent an ,date end-Year the to Subsequent with Company the by compliance the of review a conduct to retained been had") Advisor was Advisor Independent the from report relevant The .Code CG the of provisions code the .Board the and Committee Audit the by reviewed and to presented
is Committee Audit the ,functions governance corporate the performing from Apart statements financial periodical of integrity the of monitoring the for responsible principally them in contained judgments reporting financial significant of review the ,Company the of 'auditors the of monitoring and review the and ,approval for Board the to submission before .process audit the of effectiveness the as well as objectivity and independence
Report Governance Corporate
(continued (Committees Board) 5(
(continued (Committee Audit)5.2(
Committee Audit the by performed Work) b(
final audited the reviewed has It .Year the during meetings two held Committee Audit The of results interim unaudited the 2011, July 31 ended year the for Company the of results the to related matters other and 2012 January 31 ended months six the for Company the and nature the as well as Company the of practices and policies accounting and financial to employees for arrangements the reviewed has it ,Further .Year the for audit the of scope ,matters other or control internal ,reporting financial in improprieties about concerns raise as well as matters these of investigation independent and fair the for arrangements the and .Year the covering plan audit s'Group the
financial consolidated audited draft the reviewed Committee Audit the 2012, October 29 On Year the for policies and principles accounting the as well as Company the of statements independent the of representatives the of presence the in management s'Company the with Corporate this reviewed also It .")Auditors Independent ("Company the of auditors by prepared Company the on reports review control internal certain and Report Governance .Advisor Independent the
Executive Chief and Chairman) 6(
and separate be should executive chief the and chairman the of roles the that provides Code CG The .individuals different by performed
the of Chairman the was Peter ,Ngok Kin Lam .Dr ,Report this of date the to up and Year the During .Company the of Officer Executive Chief the was Julius ,Yan Shu Lau .Mr while Company
Directors Executive-Non) 7(
a for appointed was) INEDs the including (NEDs existing the of none ,above) 1 (Paragraph in explained As .term specific
Directors of Nomination) 8(
The .committee nomination a establish not does Company the ,above) 1 (Paragraph in explained As the for arrangements and ,Directors of nomination and selection the for procedures and policies and EDs The .therein disclosed been also have committee nomination the of duties other of performance Deputy the and ED an ,Aun Fook Chew .Mr of appointment the in procedures such followed Board full the 2012. June 5 from effect with Chairman
Employees Designated and Directors by Transactions Securities) 9(
Designated and Directors by Transactions Securities for Practice of Code a adopted has Company The Model the in out set standard required the than exacting less no terms on") Code Securities ("Employees The .Rules Listing the to 10 Appendix in Issuers Listed of Directors by Transactions Securities for Code compliance their writing in confirmed have they and Directors all of enquiry specific made has Company .Year the during Code Securities the in out set standard required the with
Remuneration' Auditors Independent)10(
Independent the by Group the to provided services audit-non and audit the of respect in fees The \$2,743,000HK to amounted Year the for Kong Hong ,Accountants Public Certified ,Young & Ernst ,Auditors compliance tax ,review ,advisory of consisted mainly services audit-non The .respectively \$892,500,HK and .services reporting other and service
Statements Financial Preparing for Responsibility' Directors) 11(
financial the of preparation the overseeing for responsible are they that acknowledge Directors The the ,so doing In .Group the of results and affairs of state the of view fair and true a give which statements estimates accounting make and consistently them apply and policies accounting suitable select Directors the ,staff finance and accounting the of assistance the With .circumstances the in appropriate are that statutory with accordance in prepared are Group the of statements financial the that ensure Directors .standards reporting financial appropriate and requirements
Standards Reporting Financial Kong Hong revised and new of batch a adopted early has Group The financial s'Year the for time first the for dates effective respective their of advance in") HKFRSs(" ,others amongst ,include They .statements
- and ,"Statements Financial Consolidated "10 HKFRS) i(
- "Assets Underlying of Recovery :Tax Deferred-Taxes Income) "Amendments (12 HKAS) ii(
be shall entities which determine to used is which control of definition new a introduces 10 HKFRS the of 50% than less owns that investor an when explain to guidance detailed includes and consolidated .investee the over control has investee an in shares voting
HKFRS adopted early also has Group the of associate owned37.93%- a ,")eSun ("Limited Holdings eSun from") Fung Lai ("Limited Holdings Fung Lai in shareholdings its increased eSun .year current the in 10 adoption early the With 2012. June 11 on Fung Lai of offer open the of completion upon 47.39% to 40.58% has Fung Lai and Fung Lai over control had has eSun that concluded eSun of directors the 10, HKFRS of 2012. June 11 since eSun of subsidiary a become
turn in which 2012 July 31 at as equity and assets net s'eSun in increase an in resulted has adoption The .million \$127.4HK by 2012 July 31 at as equity and assets net s'Group the increased has
property investment on tax deferred that presumption rebuttable a introduces) Amendments (12 HKAS recovered be will amount carrying its that basis the on determined be should value fair at measured model business a within held is property investment the if rebutted is presumption This .sale through investment the in embodied benefits economic the of all substantially consume to is objective whose investment on tax deferred ,amendment the to Prior .sale through than rather ,time over property of amounts carrying the recovering of consequence tax the reflect to measured is value fair at property .use through properties investment the
(continued (Statements Financial Preparing for Responsibility' Directors) 11(
,amendments the Under .model value fair the using properties investment its measures Group The 40 HKAS with accordance in model value fair the using measured are that properties investment rebutted is presumption the unless ,sale through recovered be to presumed are" Property Investment" any measures now Group the ,policy in change this of result a As .)Amendments (12 HKAS in out set as would that liability tax the to reference with properties investment its of respect in liability tax deferred adoption The .date reporting the at amounts carrying their at of disposed were properties the if arise in changes on taxes deferred any recognising not Group the in resulted has) Amendments (12 HKAS of in changes on taxes deferred recognised Group the ,Previously .properties investment the of value fair properties the of amounts carrying entire the that basis the on properties investment the of value fair adoption This .retrospectively adopted been has) Amendments (12 HKAS .use through recovered are \$1,753.1HK by 2012 July 31 at as equity and assets net s'Group the in increase overall an in resulted has .million
are impacts financial related the and policies accounting in changes the of descriptions detailed More .Group the of statements financial the in included
Responsibility Reporting' Auditors Independent)12(
the for responsibilities auditing and reporting their about Auditors Independent the by statement The .Report Annual this in contained report' Auditors Independent the in out set is statements financial
Meetings at Record Attendance) 13(
Remuneration ,meetings Committee Audit ,meetings Board the at Director each of record attendance The :table following the in out set is Year the during meetings general and meetings Committee
Year the during held Meetings
| Directors | Board Meetings |
Audit Committee Meetings |
Remuneration Committee Meetings |
General Meetings * |
|---|---|---|---|---|
| Number of Meetings held |
9 | 2 | 2 | 3 |
| Number of Number of |
meetings attended meetings held |
/ | ||
| Executive Directors |
||||
| Lam Ngok Kin (Peter , Chairman ( |
9/9 | — | — | 0/3 |
| Chew Aun Fook Deputy ( Chairman (1 Note) ( |
1/1 | — | — | — |
| Lau Yan Shu Julius , Chief ( Executive (Officer |
7/9 | — | — | 3/3 |
| Lui Tsuen Siu Richard , |
8/9 | — | — | 3/3 |
| Cheung Wing ,Sum Ambrose JP ,MH , (2 Note ( |
5/5 | — | — | 3/3 |
| Tam Man Kin Kraven , (3 Note ( |
7/7 | — | — | 3/3 |
| Cheung Sum Sam , (4 Note ( |
9/9 | — | 2/2 | 3/3 |
| -Non executive Directors |
||||
| Lam Ming Kin |
0/9 | — | — | 0/3 |
| Chu Po U | 1/9 | — | — | 0/3 |
| Wan Hwa Yee Edward , (5 Note ( |
8/9 | 2/2 | 1/1 | 3/3 |
| Independent -Non executive Directors |
||||
| Bing Lam Kwan |
9/9 | 2/2 | 2/2 | 1/3 |
| Leung Yin Shu William , |
9/9 | 2/2 | 2/2 | 3/3 |
| Shu Ip Kwan Stephen , JP ,GBS , |
9/9 | — | — | 0/3 |
- was and 2012 June 5 from effect with Chairman Deputy the and ED an appointed was Aun Fook Chew .Mr) 1( 2012. September 1 from effect with Committee Remuneration the of member a appointed
- 2011. December 21 from effect with ED an as retired Ambrose ,Sum Wing Cheung .Mr) 2(
- 2012. May 1 from effect with ED an as retired Kraven ,Man Kin Tam .Mr) 3(
- with Committee Remuneration the of member a as act to ceased and ED an as resigned Sam ,Sum Cheung .Mr) 4( 2012. September 1 from effect
- June 30 from effect with Committee Remuneration the of member a as act to ceased Edward ,Hwa Yee Wan .Mr) 5( 2012.
- general attend to required are INEDs and NEDs ,date such from as and 2012 April 1 before held were meetings These* .Code CG the of provision code relevant the to pursuant Company the of meetings
Report Governance Corporate
Controls Internal)14(
and ,Group the of system control internal the for responsible is it that acknowledges Board The ,objectives business achieving in ability s'Group the enhances system control internal effective an effectiveness the to contributes and regulations and laws applicable with complying ,assets safeguarding comprehensive a include procedures control internal s'Group the ,such As .operations its of efficiency and .system monitoring performance and reporting information ,budgeting
upon agreed various conduct to Advisor Independent the engaging been has Board the 2006, July Since in Board the assist to order in) year a twice normally (system control internal s'Company the over reviews covered have reviews periodic The .Group the of system control internal the of effectiveness the reviewing management risk and controls compliance and operational ,financial including ,controls material all reviewed and to presented were Advisor Independent the from reports Relevant .Group the of functions internal the enhancing further for recommendations Appropriate .Board the and Committee Audit the by .taken been have system control
Shareholders With Communication)15(
Policy Communication' Shareholders) 15.1(
the mostly reflecting Policy Communication' Shareholders a adopted Board the 2012, March 29 On at aims policy Such .Shareholders its with communication for Company the of practices current and balanced to access timely and ready with investors potential and Shareholders the providing its ensure to regularly reviewed be will it ,However .Company the of information understandable .requirements other and regulatory prevailing the with compliance and effectiveness
its with dialogue going-on an maintaining for channels of number a established has Company The :follows as Shareholders
- issued are circulars and reports interim ,reports annual as such communications corporate) i( and hk.com.hkex.www at website s'Exchange Stock the on available are and form printed in ;com.laisun.www at website s'Company the
- the on published and Exchange Stock the through made are announcements periodic) ii( ;Company the and Exchange Stock the of websites respective
- Company the of Association of Articles and Memorandum the and information corporate) iii( ;website s'Company the on available made are
- to Shareholders the for forum a provide") EGMs ("meetings general extraordinary and AGMs) iv( and; management senior and Directors the with views exchange and comments make
- respect in Shareholders the serves") Registrars Share ("registrars share s'Company the) v( related and particulars' Shareholders of change ,payment dividend ,registration share of .matters
(continued (Shareholders With Communication)15(
meeting general last the of Details) 15.2(
held was ,")AGM 2011 "the (2011 for AGM the being ,Company the of meeting general last The ,Hotel Marriott JW 3, Level ,Ballroom Marriott JW 1-3, Salon at 2011 December 21 on .m.a 11:00 at vast a by approved Shareholders ,AGM 2011 the At .Kong Hong ,Queensway 88 ,Palace Pacific year the for Company the of statements financial audited the of adoption the) i (votes of majority the) ii; (thereon auditors independent the and directors the of reports the and 2011 July 31 ended .Dr ,EDs as Sam ,Sum Cheung and Kraven ,Man Kin Tam ,Julius ,Yan Shu Lau .Messrs of election-re Shu Leung .Mr and Kwan Bing Lam .Mr and NEDs as Edward ,Hwa Yee Wan .Mr and Ming Kin Lam ;Directors the of remuneration the fix to Board the for authorisation the) iii; (INEDs as William ,Yin the and Year the for Auditors Independent the as Young & Ernst of appointment-re the) iv( general a Directors the to granting the) v (and; remuneration their fix to Board the for authorisation 20% exceeding not of Company the of shares additional with deal and allot ,issue to mandate the of notice The .Company the of capital share issued the of amount nominal aggregate the of the on published were AGM 2011 the of respect in announcement results poll the and AGM 2011 December 21 and 2011 November 21 on Company the and Exchange Stock the both of websites .respectively 2011,
Rights' Shareholders) 16(
EGM an convene to Shareholders for Procedures) 16.1(
laws the of 32 Chapter ,Ordinance Companies the and Association of Articles the to Pursuant general at voting of right the carrying Company the of capital up-paid the of) 5% (twentiethone than less not holding Shareholders registered ,")Ordinance Companies ("Kong Hong of an convene to request written a deposit can") Requisitionists EGM ("Company the of meetings at situated presently is which ,")Office Registered ("Company the of office registered the at EGM for Kong Hong ,Kowloon ,Road Wan Sha Cheung 680 ,Centre Commercial Sun Lai ,Floor th11 the .Secretary Company the of attention the
(s(request such and EGM the of objects the) s(request their in state must Requisitionists EGM The ,form like in documents several of consist may and Requisitionists EGM the all by signed be must .Requisitionists EGM the of more or one by signed each
'Requisitionists EGM the in particulars' Requisitionists EGM the verify will Registrar Share The request' Requisitionists EGM the that Registrar Share the from confirmation after Promptly .request serving by EGM an convene to Board the with arrange will Secretary Company the ,order in is statutory relevant the all with accordance in Shareholders registered the all to notice sufficient in not verified is request' Requisitionists EGM the if ,contrary the On .requirements regulatory and be not will EGM an ,accordingly and outcome the of advised be will Requisitionists EGM the ,order .requested as convened
33
(continued (Rights' Shareholders) 16(
(continued (EGM an convene to Shareholders for Procedures) 16.1(
rights voting total the of half-one than more representing them of any or ,Requisitionists EGM The of deposit the of days) 21 (one-twenty within if EGM an convene themselves may ,them of all of not day a for EGM an convene to duly proceed not does Board the ,request' Requisitionists EGM the ,given is EGM the convening notice the which on date the after days) 28 (eight-twenty than more original the of date the from months) 3 (three within held is convened so EGM any that provided by Requisitionists EGM the by incurred expenses reasonable Any .request' Requisitionists EGM by Requisitionists EGM the to repaid be shall EGM an convene duly to failure s'Board the of reason .Company the
meeting general a at proposals forward putting for Procedures) 16.2(
holding Shareholders registered the of number any either ,Ordinance Companies the to Pursuant of right the carrying Company the of capital up-paid the of) 2.5% (fortieth-one than less not registered 50 than less not or ,")Requisitionists ("Company the of meetings general at voting of ,Shareholder per ,sum average an up paid been has there which on shares holding Shareholders entitled Shareholders the to give) a (to writing in Company the request can \$2,000,HK than less not is and moved be properly may which resolution any of notice AGM next the of notice receive to notice have to entitled Shareholders the to circulate) b (and; meeting that at moved be to intended matter the to respect with words 1,000 than more not of statement any meeting general any of .meeting that at with dealt be to business the or resolution proposed any in to referred
each ,form like in documents several of consist may Requisitionists the all by signed requisition The Office Registered the at deposited be must it and; Requisitionists the of more or one by signed relevant s'Company the meet to sufficient reasonably sum a with above) 16.1 (paragraph in stated of notice requiring requisition a of case in meeting the before weeks six than less not ,expenses .requisition other any of case the in meeting the before week one than less not or resolution a been has requisition the after less or weeks six date a for called is AGM an if that Provided have to deemed be shall required time the within deposited not though requisition the ,deposited .thereof purposes the for deposited properly been
Director a as election for person a proposing for Procedures) 16.3(
to refer please ,Director a as election for person a proposing for procedures the regards As Right' Shareholders (section Governance Corporate the under available made procedures the .com.laisun.www at website s'Company the of) section-sub
(continued (Rights' Shareholders) 16(
Board the to enquiries' Shareholders directing for Procedures) 16.4(
through writing in Board the to concerns and enquiries their send time any at may Shareholders :follows as are details contact whose Secretary Company the
Centre Commercial Sun Lai .,F11/ Road Wan Sha Cheung 680 Kong Hong ,Kowloon
8459 2743 (852) :Fax com.laisun@lscomsec :Email
.Company the of meetings general the at Board the with enquiries make also may Shareholders
Relations Investor)17(
a in engages management our ,Company the of understanding better a have investors our ensure To Department Relations Investor and Chairman Deputy Our .programme relations investor active-pro with meet and basis going-on an on investors institutional and analysts research with communicate and conferences' investors major attend ,announcements results our after press the and analysts research performance financial s'Company the communicate to roadshows deal-non international in participate .strategy business global and
well as ,investors and analysts research of number a with met have we ,date end-Year the to Subsequent :follows as roadshows deal-non and conferences attended as
| Month | Event | Organiser | Location |
|---|---|---|---|
| August 2012 |
UBS Hong /Kong China Property Conference 2012 |
UBS | Hong Kong |
| September 2012 |
Hong Kong Property Corporate Access Day |
JP Morgan |
Hong Kong |
the with communication enhancing and relations investor promoting on keeps Company The the and stakeholders ,investors from suggestions welcomes It .investors potential and Shareholders normal during 6683 2853) 852 (on phone by Department Relations Investor the contact may who public .com.laisun@ir at mail-e by or 6682 2853) 852 (at fax by ,hours business
Directors of Details Biographical
Directors Executive
directorships holds below named") Directors Executive ("Company the of directors executive current the of Each of certain or all in directorships hold them of all and Company the of subsidiaries the of certain or number a in Limited Holdings eSun ,")LSG ("Limited) International (Garment Sun Lai namely ,affiliates listed s'Company the issued The .")MAGH ("Limited Holdings Group Asia Media and") Fung Lai ("Limited Holdings Fung Lai ,")eSun(" Kong Hong of Exchange Stock The of Board Main the on traded and listed are Fung Lai and eSun ,LSG of shares Market Enterprise Growth the on traded and listed are shares issued s'MAGH and") Exchange Stock ("Limited controlling the is turn in which Company the of company holding ultimate the is LSG .Exchange Stock the of .MAGH and Fung Lai of company holding ultimate the is eSun while ,eSun of shareholder
member a is and 1977 June since Director Executive an been has 55, aged ,Chairman ,Peter ,Ngok Kin Lam .Dr LSG of director executive an and chairman deputy the also is He .Company the of Committee Executive the of and eSun of director executive an as well as MAGH and Fung Lai of director executive an and chairman the and the of Board Main the on traded and listed are CGL of shares issued the"); CGL ("Limited Garments Crocodile effect with Fung Lai of director executive an and chairman as down step will Lam .Dr ,Further .Exchange Stock ,business investment and development property the in experience extensive has Lam .Dr 2012. November 1 from Hong The by Doctorate Honorary an conferred was He .business entertainment and media as well as hospitality 2011. June in Arts Performing for Academy Kong
of chairman also is He .Kong Hong of Association Developers Estate Real The of director a is Lam .Dr ,Currently Kong Hong the of Committee Advisory Industry Entertainment The and Limited Films of Chamber Kong Hong ,Limited Association Industry Picture Motion Kong Hong of chairman honorary ,Council Development Trade In .Board Tourism Kong Hong The of member a and Council Development Film Kong Hong The of chairman vice of Committee National th11 The of member a ,Foundation Kong Hong Better The of trustee a is Lam .Dr ,addition Limited Association Kong Hong of Friends of member a ,Conference Consultative Political s'People Chinese the Chu Po U Madam of son the is Lam .Dr .Limited Commerce of Chamber Vietnam-Kong Hong of director a and executive-non another (Ming Kin Lam .Dr of brother younger the and) Company the of Director Executive-Non( .(Company the of Director
the of provisions the with accordance in ,However .Company the with contract service a have not does Lam .Dr office from retirement to subject be will he ,")Association of Articles "the (Company the of association of articles the of meeting general annual forthcoming the at elected-re if years three every once rotation by director as annual an receive to entitled is Lam .Dr .AGMs future at election-re for eligible be also will and") AGM ("Company the to reference with Board the by determined as bonus discretionary a and \$10,000,000HK of remuneration .conditions market prevailing the as well as responsibilities and duties ,performance his ,Company the of results
Part of meaning the within interested be to deemed or interested is Lam .Dr ,report annual this of date the at As shares 615,536,069 in") SFO ("Kong Hong of laws the of 571 Chapter ,Ordinance Futures and Securities the of XV ,Fung Lai in shares 7,705,451,422 ,eSun in shares 474,398,629 ,Company the in shares 9,637,539,098 ,LSG in by issued Notes Senior 9.125% the of 1,025,000USD of amount principal a and ,MAGH in shares 32,228,248,603 underlying ,shares the in position short or interest any hold not does Lam .Dr ,herein disclosed as Save .Fung Lai of XV Part of meaning the within corporations associated its of any or Company the of debentures or/and shares .SFO the
with accordance in AGM forthcoming the at Company the of director a as election-re his of purpose the For be to need which matters other no are there ,above disclosed as save ,Association of Articles the of 102 Article discloseable is which information no is there and ,Company the of shareholders the of attention the to brought .Rules Listing the of) 2(13.51 Rule of requirements the of any to pursuant
."Directors of Details Biographical "of section this of end the at Note the to refer also Please
(continued (Directors Executive
Company the of Director Executive an and chairman deputy the appointed was 50, aged ,Aun Fook Chew .Mr executive an ,LSG of director executive an and chairman deputy a appointed also was He 2012. June 5 on of member a appointed was Chew .Mr .day same the on Fung Lai of director executive an and eSun of director Fung Lai of chairman the be will he ,Further 2012. September 1 on Company the of committee remuneration the 2012. November 1 from effect with
("UK ("Kingdom United the in finance and auditing ,accounting in experience of years 25 over has Chew .Mr University the of Science Political and Economics of School London the from graduated He .Kong Hong and the both of member fellow a is Chew .Mr .Degree) Economics (Science of Bachelor a with UK the in London of in Accountants Chartered of Institute The and") HKICPA ("Accountants Public Certified of Institute Kong Hong currently is Chew .Mr 2010. in president vice its and HKICPA the of member council a was He .Wales and England prevention corruption the ,Commission Futures and Securities the of committee advisory the of member a on committee standing the and Corruption Against Commission Independent the of committee advisory all ,Council Reporting Financial the of member council a and ,Registry Companies the of reform law company .Kong Hong in established organisations being
officer financial chief group the and director executive an was Chew .Mr ,Group Sun Lai the joining to Prior chief the and director executive an 2012, May 1 to 2009 February 1 from") Esprit ("Limited Holdings Esprit of Link ("Trust Investment Estate Real Link The of manager as acting Limited Management Link The of officer financial Limited Properties Kerry of officer financial chief the also was He 2009. January to 2007 February from") REIT to 1998 from Limited Holdings Kerry for finance corporate of director a 2004, to 1996 from") Properties Kerry(" from office family private a of portfolio property the of charge in Limited Kyard of director executive an and 2004 and listed are REIT Link the of units issued the and Properties Kerry and Esprit of shares issued The 2007. to 2004 .Exchange Stock the on traded
contract such but ,term fixed no with Chew .Mr with contract employment an into entered has Company The notice written' months 3 than less not party other the serving by Chew .Mr or Company the by determinable is be will Chew .Mr ,Association of Articles the of provisions the with accordance In .thereof lieu in payment or will and AGM forthcoming the at elected if years three every once rotation by director as retirement to subject per \$6,000,000HK of remuneration a receives presently Chew .Mr .AGMs future at election-re for eligible be also of results the to reference with bonus discretionary yearly a and) reimbursement housing including (annum market prevailing the as well as responsibilities and duties ,performance his ,subsidiaries its and Company the .conditions
management senior ,directors other any with relationship any have not does Chew .Mr ,above disclosed as Save his for except ,report annual this of date the at As .Company the of shareholders controlling or substantial or ,Company the in shares 200,628,932 ,LSG in shares 16,174,234 comprising options share the in interest personal position short or interest any hold not does Chew .Mr ,Fung Lai in shares 80,479,564 and eSun in shares 6,216,060 within corporations associated its of any or Company the of debentures or/and shares underlying ,shares the in .Kong Hong of Ordinance Futures and Securities the of XV Part of meaning the
Article with accordance in AGM forthcoming the at Company the of director a as election his of purpose the For to brought be to need which matters other no are there ,above disclosed as save ,Association of Articles the of 93 to pursuant discloseable is which information no is there and ,Company the of shareholders the of attention the .Rules Listing the of) 2(13.51 Rule of requirements the of any
."Directors of Details Biographical "of section this of end the at Note the to refer also Please
Directors of Details Biographical
(continued (Directors Executive
July in Director Executive an as Company the joined 56, aged ,Officer Executive Chief ,Julius ,Yan Shu Lau .Mr .Fung Lai of director executive an also is He .Company the of Committee Executive the of member a is and 1991 Jardine subsequently and Limited Wootton Lang Jones of director a was he ,Group Sun Lai the joining to Prior Estate Real The of Committee Executive the of member a and director a is Lau .Mr .Limited Broking Fleming .Kong Hong of Association Developers
He 2011. January in Company the of Director Executive an appointed was 56, aged ,Richard ,Tsuen Siu Lui .Mr Fung Lai ,LSG of director executive an and eSun of officer executive chief the and director executive an also is 1 from effect with Fung Lai and LSG ,Company the of Director executive an as resign will Lui .Mr .MAGH and 2012. November
and Limited Holdings Investment Prosperity of director executive-non independent an currently is Lui .Mr was Lui .Mr ,eSun joining to Prior .Exchange Stock the of Board Main the on listed both ,Limited Holdings 21 On Wing "as known formerly (Limited Holdings Hotel Rosedale and Limited Holdings Hanny of director a PSC of director a also was He .Exchange Stock the of Board Main the on listed both ,")Limited) Holdings (Travel a ,Limited Holdings MRI of director a and ,Limited Exchange Singapore the on listed company a .,Ltd Corporation .Exchange Securities Australian the on listed previously company
entertainment and media and finance corporate ,investment property in experience of years 25 over has He The and Accountants Public Certified of Institute Kong Hong the of each of member fellow a is Lui .Mr .business of Institute The of associate an and Kingdom United the in Accountants Management of Institute Chartered The from degree Administration Business of Master a holds He .Wales and England in Accountants Chartered .Australia in Adelaide of University
Directors Executive-Non
an and chairman the also is He 1959. June since Company the of Director a been has 75, aged ,Ming Kin Lam .Dr chief the ,chairman the and Fung Lai of director executive an and chairman deputy the ,LSG of director executive while Company the of company holding ultimate the is LSG .CGL of director executive an and officer executive .Fung Lai of company holding ultimate the is turn in which eSun of shareholder controlling the is Company the .Exchange Stock the of Board Main the on traded and listed are CGL and Fung Lai ,eSun ,LSG of shares issued The honorary an received He 1958. since business garment of management the in involved been has Lam .Dr the is He 2009. in America of States United the in University American International the from degree doctoral .(Company the of Director Executive an and Chairman (Peter ,Ngok Kin Lam .Dr of brother elder
company holding ultimate the is LSG .Fung Lai of director executive an and eSun and LSG of director executivenon a also is She 1993. December since Company the of Director a been has 87, aged ,Chu Po U Madam holding ultimate the is turn in which eSun of shareholder controlling the is Company the while Company the of the of Board Main the on traded and listed are Fung Lai and eSun ,LSG of shares issued The .Fung Lai of company .Exchange Stock
the in involved been had and business manufacturing garment the in experience' years 55 over has U Madam the in dyeing and bleaching fabric to business the expand to started She .s'-1960mid the since business printing mother the is She .s'1980 late the in investment and development property in involved became and s'1970 early .(Company the of Director Executive and Chairman (Peter ,Ngok Kin Lam .Dr of
(continued (Directors Executive-Non
Company the of Director Executive-Non Independent an appointed was 76, aged ,Edward ,Hwa Yee Wan .Mr a is Wan .Mr 2011. February in Company the of Director Executive-Non a as designated-re and 2008 June in his until Committee Remuneration the of member a was and Company the of Committee Audit the of member 2012. June 30 on thereof resignation
shares issued The .CGL of director executive an and LSG of director executive-non a also currently is Wan .Mr holding ultimate the is LSG .Exchange Stock the of Board Main the on traded and listed are CGL and LSG of has and Accountants Public Certified of Institute Kong Hong the of fellow a is Wan .Mr .Company the of company 1961. since Kong Hong in accountant public certified a been
Directors Executive-Non Independent
a is and 2002 July in Director Executive-Non Independent an appointed was 63, aged ,Kwan Bing Lam .Mr graduated Lam .Mr .Company the of Committee Remuneration the and Committee Audit the both of member Administration Business of Bachelor a with America of States United the in Oregon of University the from having ,China in investment and development property the in experience substantial has He 1974. in degree a of directors of boards the on served has Lam .Mr .s'-1980mid the since industry this in involved actively been i-Sino of director executive-non a currently is and years 10 over for Kong Hong in companies listed of number Lai ,LSG of director executive-non independent an and Limited Corporation Hai Nan and Limited Technology is Company the while Company the of company holding ultimate the is LSG .Limited Holdings eForce and Fung shares issued The .Fung Lai of company holding ultimate the is turn in which eSun of shareholder controlling the .Exchange Stock the of Board Main the on traded and listed are companies aforesaid the all of
2004 September in Director Executive-Non Independent an appointed was 63, aged ,William ,Yin Shu Leung .Mr Leung .Mr .Company the of Committee Audit the and Committee Remuneration the both of chairman the is and of fellow a and Institute Investment and Securities Kong Hong the of member a ,accountant public certified a is of Institute Kong Hong the and Kingdom United the in Accountants Certified Chartered of Association the both Kong Hong in firms' Accountants Public Certified two of director practising a is He .Accountants Public Certified LSG .Limited Holdings Headwear Mainland and CGL ,LSG of director executive-non independent an also is and and listed are companies aforesaid the all of shares issued The .Company the of company holding ultimate the is .Exchange Stock the of Board Main the on traded
in Company the of Director Executive-Non Independent an appointed was 61 aged ,Stephen ,Kwan Shu Ip .Mr Sciences Social in degree Bachelor a with Kong Hong of University the from graduated Ip .Mr 2009. December of Director of rank the to promoted was and 1973 November in Government Kong Hong the joined He 1973. in a as Government") HKSAR ("Region Administrative Special Kong Hong the in worked He 1997. April in Bureau Commissioner included past the in Ip .Mr by held positions Senior 2007. June to 1997 July from Official Principal .Services Financial for Secretary and Services Economic for Secretary ,Labour for Commissioner ,Insurance of in portfolio His 2002. July 1 on Labour and Development Economic for Secretary of position the up took Ip .Mr postal ,energy ,tourism ,development logistics ,transport sea and air covered development economic of respect labour for responsible also was He .protection consumer and competition ,services meteorological ,services retired Ip .Mr .rights' employees and relations labour ,services employment to relating matters including policies 2007. July in HKSAR the of Government the from
Directors of Details Biographical
(continued (Directors Executive-Non Independent
namely ,companies listed-publicly seven other the of director executive-non independent an currently is Ip .Mr Viva ,Limited Holdings Cement Resources China ,Limited Holdings Synergis ,Limited Investment China Yangtze Fook Luk and Limited Holdings Laminates Kingboard ,Limited Holdings Station Milan ,Limited Holdings China Casualty and Property PICC of director executive-non independent an was He .Limited) International (Holdings is company mentioned-first the While 2011. November 1 on office such from resigned and Limited Company Gold the received Ip .Mr .Kong Hong in listed are companies seven other the all ,Kingdom United the in listed .Peace the of Justice unofficial an is and 2001 in HKSAR the of Government the from award Star Bauhinia
:Note
forthcoming the at directors as retire will") Directors Retiring "the together (Aun Fook Chew .Mr and Peter ,Ngok Kin Lam .Dr the For .respectively ,election and election-re for themselves offer they ,eligible Being .Company the of meeting general annual to need which matters other no are there ,above disclosed as save ,election and election-re' Directors Retiring the of each of purpose any to pursuant discloseable is which information no is there and ,Company the of shareholders the of attention the to brought be .Exchange Stock the on Securities of Listing the Governing Rules the of) 2(13.51 Rule of requirements the of
the of statements financial audited the and report their present") Directors "the (Company the of directors The .("Year "the (2012 July 31 ended year the for") Group "the ,together (subsidiaries its and Company
Activities Principal
property on focused Group the and changed not have activities principal s'Group the ,Year the During Hong in restaurants and Vietnam in hotel a of operation and in investment ,investment property ,development .holding investment and ,China of Mainland the and Kong
Dividends And Results
the of and Company the of affairs of state the and Year the for Group the of profit consolidated the of Details 156. to 57 pages on notes accompanying their and statements financial the in out set are 2012 July 31 at as Group
Year the of respect in dividend final a of payment the recommend not does") Board "the (Directors of board The .(Nil 2011: (Year the of respect in declared or paid was dividend interim No .)Nil 2011:(
Reserves
the in out set are Year the during Company the and Group the of reserves the in movements the of Details .respectively ,statements financial the to 31 note and equity in changes of statement consolidated
Reserves Distributable
of provisions the with accordance in distribution for reserves any have not did Company the 2012, July 31 at As .Kong Hong of Laws the of 32 Chapter ,Ordinance Companies the of B79 section
Capital Share
to pursuant each \$0.09HK at each \$0.01HK of shares ordinary 5,900,850,966 issued Company the ,Year the During .issue rights -12for5- a
financial the to 29 note in out set are Year the during capital share s'Company the in movements the of Details .statements
Directors
:follows as named are Report this of date the at as those and Year the during office in were who Directors The
("EDs ("Directors Executive
(Chairman") (Lam Peter .Dr ("Peter ,Ngok Kin Lam (2012 June 5 from effect with appointed) (Chairman Deputy") (Chew .A .F .Mr ("Aun Fook Chew (Officer Executive Chief (Julius ,Yan Shu Lau Richard ,Tsuen Siu Lui (2011 December 21 from effect with retired (JP ,MH ,Ambrose ,Sum Wing Cheung (2012 May 1 from effect with retired (Kraven ,Man Kin Tam (2012 September 1 from effect with resigned (Sam ,Sum Cheung
("NEDs ("Directors executive-Non ("Lam .M .K .Dr ("Ming Kin Lam Chu Po U Edward ,Hwa Yee Wan
("INEDs ("Directors executive-Non Independent Kwan Bing Lam William ,Yin Shu Leung JP ,GBS ,Stephen ,Kwan Shu Ip
Directors the of Report
(continued (Directors
will 2012, June 5 from effect with appointed Company the of Chairman Deputy the and ED an ,Chew .A.F .Mr the of 93 Article with accordance in") AGM ("Company the of meeting general annual forthcoming the at retire the of 102 Article with accordance In .")Association of Articles "the (Company the of Association of Articles rotation by retire will") Directors Retiring "the ,Chew .A.F .Mr with together (Lam Peter .Dr ,Association of Articles .respectively ,election and election-re for themselves offer they ,eligible Being .AGM forthcoming the at
(2)13.51 Rule under disclosed be to required election/election-re for proposed Directors Retiring the of Details Stock "the (Limited Kong Hong of Exchange Stock The on Securities of Listing the Governing Rules the of of section" Directors of Details Biographical "the in out set are) respectively ,"Rules Listing "the and" Exchange .below Report this of" Interests' Directors "headed section the and Report Annual this
Directors of Details Biographical
.Report Annual this of 39 to 35 pages on out set are Directors existing the of particulars biographical Brief .Report Annual this and Report this in elsewhere contained are particulars other' Directors
Contracts Service' Directors
service unexpired an has AGM forthcoming the at election/election-re for proposed Directors the of None company employing the by determinable not is which ,subsidiaries its of any or/and Company the with contract .compensation statutory than other ,compensation of payment without year one within
Contracts Significant in Interests' Directors
section the and" Transactions Party Related "headed statements financial the to 5 note in disclosed as Save whether ,interest material a had Director no ,below Report this of" Transactions Connected Continuing "headed of any or Company the which to Group the of business the to significance of contract any in ,indirectly or directly .Year the during party a was subsidiaries its
Contracts Significant in Interests s'Shareholder Controlling
section the and" Transactions Party Related "headed statements financial the to 5 note in disclosed as Save Company the had Year the during time no at ,below Report this of" Transactions Connected Continuing "headed subsidiaries its of any or) Rules Listing the in defined as (shareholder controlling the and ,subsidiaries its of any or the by services of provision the for significance of contract any or significance of contract any into entered .subsidiaries its of any or Company the to subsidiaries its of any or shareholder controlling
Transactions Connected Continuing
the during) Rules Listing the in defined as") (CCTs ("transactions connected continuing certain had Company The —:follows as are which of particulars brief ,Year
Lease Limited Garments Crocodile) 1(
Report Annual "the (2011 July 31 ended year the for Company the of report annual the in reported As Offer 2009 "the (letter offer an into entered landlord as Company the 2009, October 16 on ,")2011 Sun Lai ,Floor th10 1001, Unit of lease the for tenant as") CGL ("Limited Garments Crocodile with") Letter 24 of term a for") Premises "the (Kong Hong ,Kowloon ,Road Wan Sha Cheung 680 ,Centre Commercial of exclusive (\$172,295.00HK of rental monthly a at 2011 September 30 to 2009 October 1 from months .(charges conditioning-air and fee management ,rent government ,rates
2011" the (letter offer an into entered Company the that 2011 October 14 on announced Company The October 1 from months 24 of term another for Premises the of lease the for CGL with") Letter Offer ,rent government ,rates of exclusive (\$222,970.00HK of rental monthly a at 2013 September 30 to 2011 .(charges conditioning-air and fee management
the at CGL in shares issued the of 50.94% approximately owned ,Company the of NED a ,Lam .M.K .Dr ,Therefore .CGL in shares issued existing the of 50.83% approximately owns currently and time relevant an also is Lam .M.K .Dr .Company the of person connected a and Lam .M.K .Dr of associate an is CGL the of lease the ,Accordingly .CGL of officer executive chief the and chairman the ,director executive under Company the for CCTs constituted Letter Offer 2011 the and Letter Offer 2009 the under Premises .Rules Listing the
Agreement Tenancy Limited Energy Mass) 2(
Report Annual the and 2010 July 31 ended year the for Company the of report annual the in reported As Winfield ,")Announcement 2010 August "the (2010 August 13 on announced Company the 2011, entered tenant as ,Company the of subsidiary owned-wholly a ,")Properties Winfield ("Limited Properties Mass ("Limited Energy Mass with") Agreement Tenancy 2009/2011 "the (agreement tenancy a into ,Tong Kwun ,Road Yuen Hoi 79 ,Center Crocodile of Carpark the of lease the for landlord as") Energy from months 24 of term a for") Carpark "the (spaces parking-car the all of consisting ,Kong Hong ,Kowloon rent turnover a or month per \$120,000.00HK of rent basic a at 2011 November 30 to 2009 December 1 ,Carpark the at on carried business' Properties Winfield of revenue monthly gross the of 52% to equivalent .higher is whichever
:that") Announcement 2012 January "the (2012 January 13 on announced Company The
- the under 2011 November 30 to 2011 August 1 from period the for rent the of amount actual the) a( as \$520,000.00HK of amount cap the from \$19,414.00HK exceeded Agreement Tenancy 2009/2011 2010 August the in stated Carpark the of rate occupancy projected the to reference by determined \$520,000.00HK from revised been had period relevant the for amount cap the and Announcement and; \$539,414.00HK to
- as Energy Mass and tenant as Properties Winfield between into entered was agreement tenancy a) b( of rent basic a at 2013 November 30 to 2011 December 1 from Carpark the of lease the for landlord turnover monthly the of 52% of amount the being rent turnover a at or month per \$120,000.00HK 2011/2013" the (higher is whichever ,Carpark the at on carried business' Properties Winfield of .("Agreement Tenancy
(continued (Transactions Connected Continuing
(continued (Agreement Tenancy Limited Energy Mass) 2(
:that 2012 September 17 on announced also Company The
- exceeded 2012 July 31 to 2011 December 1 from period the for rent the of amount actual the as) i( the to reference by determined as \$1,100,000.00HK of amount cap the from \$28,087.00HK cap the ,Announcement 2012 January the in stated Carpark the of rate occupancy projected and; \$1,128,087.00HK to \$1,100,000.00HK from revised been had period relevant the for amount
- 30 to 2013 August 1 from period the for and 2013 July 31 ending year the for amount cap the) ii( \$2,316,000.00HK to \$652,000.00HK and \$1,800,000.00HK from revised been had 2013 November .respectively \$812,000.00,HK and
LSG .CGL and") LSG ("Limited) International (Garment Sun Lai by each 50% to as owned is Energy Mass as Company the of person connected a is CGL and Company the of company holding ultimate the is persons connected the of associate an ,therefore ,is Energy Mass .above) 1 (paragraph in mentioned Agreement Tenancy 2011/2013 the and Agreement Tenancy 2009/2011 the both and Company the of .Company the for CCTs constituted
has/have who) s(INED the by reviewed been have above) 2 (and) 1 (paragraphs under listed CCTs The :into entered been had transactions the that confirmed
- ;Company the of business of course usual and ordinary the in) a(
- and; terms commercial normal on) b(
- and fair are that terms on transactions the governing agreement relevant the with accordance in) c( .whole a as Company the of shareholders the of interests the in and reasonable
,auditors independent s'Company the ,")Young & Ernst ("Accountants Public Certified ,Young & Ernst Assurance on Standard Kong Hong with accordance in CCTs s'Group the on report to engaged were Financial Historical of Reviews or Audits Than Other Engagements Assurance "3000 Engagements Connected Continuing on Letter s'Auditor "740 Note Practice to reference with and" Information .Accountants Public Certified of Institute Kong Hong the by issued" Rules Listing the under Transactions CCTs the of respect in conclusions and findings their containing letter a issued have Young & Ernst .Rules Listing the of .38A14 Rule with accordance in Group the by above disclosed
Businesses Competing in Interests' Directors
the in interests have to considered are Directors following the ,Report this of date the to up and Year the During Group the of businesses the with ,indirectly or directly either ,compete to likely are or compete which businesses .Rules Listing the to pursuant
Chu Po U Madam ,Lam .M.K .Dr ,Richard ,Tsuen Siu Lui .Mr ,Julius ,Yan Shu Lau .Mr ,Chew .A.F .Mr ,Lam Peter .Dr interests shareholding held") Directors Interested "the ,together (Edward ,Hwa Yee Wan .Mr and") U Madam(" development and investment property of businesses the in engaged entities/companies in directorships or/and .CGL and LSG including Kong Hong in
the in engaged entities or companies in directorships or/and interests other or shareholding held Lam Peter .Dr .Kong Hong in restaurants of operation and in investment of business
the in engaged entities or companies in directorships or/and interests other or shareholding held Lam .M.K .Dr .artistes of management and distribution and production music ,concerts pop of production
the with practice in competing be to Directors Interested the by held interests the consider not do Directors The :of view in Group the of business relevant
- the of those and companies above the by owned properties the of uses different and locations different) 1( and; Group
- above the of albums and concerts the as well as operations restaurant the of customers target different) 2( .Group the of those and companies
aforesaid the of committees governing/directors of boards the from independent is Board the ,However the of each ,Further .Board the control personally can Directors Interested the of none and entities/companies has and Company the to duty fiduciary her/his discharging been has and ,of aware fully is Directors Interested the ,Therefore .whole a as shareholders its and Company the of interest best the in act to continue will and acted such of businesses the ,from length s'arm at and ,of independently businesses its on carrying of capable is Group .entities/companies
Scheme Option Share
the for 2006 December 22 on") Scheme Option Share "the (scheme option share a adopted Company The the to benefits providing or/and compensating ,remunerating ,rewarding ,to incentives providing of purpose .Company the of) Scheme Option Share the in defined as (Employees Eligible
The 2012. June 5 on Shares 200,628,932 of total a for subscribe to option share a granted was Chew .A.F .Mr was option share the of grant of date above the before immediately Shares s'Company the of price closing .Share per \$0.109HK
30 note in out set are 2006 December 29 from effect with commenced which Scheme Option Share the of Details .statements financial the to
Directors the of Report
Interests' Directors
respective their and 2012 July 31 on office held who Company the of executive chief and Directors following The following the ,in interested be to deemed were or ,interested were) Rules Listing the in defined as (associates its of any or Company the of debentures and shares underlying ,shares the in positions short or interests Laws the of 571 Chapter ,Ordinance Futures and Securities the of meaning the within (corporations associated Exchange Stock the and Company the to notified be to required as) a (date that on")) SFO "the (Kong Hong of they which ,any if ,positions short and interests including (SFO the of XV Part of 8 and 7 Divisions to pursuant be to required register the in recorded as) b (or); SFO the of provisions such under have to deemed or taken were or"); Executive Chief and Directors of Register "the (SFO the of 352 section to pursuant Company the by kept Securities for Practice of Code the to pursuant Exchange Stock the and Company the to notified otherwise as) c( as) d (or") Code Securities "the (Company the by adopted Employees Designated and Directors by Transactions :Directors the by known
Company The) 1(
| Name Director of |
Capacity | Personal interests |
Family interests |
Corporate interests |
Other interests |
Total interests |
Approximate total of % to interests issued total Shares |
|---|---|---|---|---|---|---|---|
| Kin Lam Peter ,Ngok |
Beneficial /owner of Owner controlled corporations |
14,307,745 | Nil | 9,623,231,353 ( (1 Note |
Nil | 9,637,539,098 | 48.04% |
| Chew Aun Fook |
Beneficial owner |
Nil | Nil | Nil | 200,628,932 ( (3 Note |
200,628,932 | 1.00% |
| Shu Lau Julius ,Yan |
Beneficial owner |
8,783,333 | Nil | Nil | Nil | 8,783,333 | 0.044% |
| Po U ) 2 Note (Chu |
Beneficial owner |
897,316 | Nil | Nil | Nil | 897,316 | 0.004% |
("Shares "the (each \$0.01HK of shares ordinary the in positions Long
- ,Limited Mind Joy and Limited International Zimba namely ,subsidiaries owned-wholly its of two and LSG) 1( share issued the of 47.97% approximately representing ,Shares 9,623,231,353 of total a owned beneficially virtue by Shares 9,623,231,353 same the in interested be to deemed was Lam Peter .Dr .Company the of capital is LSG .LSG of capital share issued the in interests deemed and personal 38.06% approximate his ,aggregate in ,of is which Limited Wisdoman by owned 29.99% approximately is and Lam Peter .Dr by owned 8.07% approximately .Lam Peter .Dr by owned beneficially 50% turn in
- ,Shares 197,859,550 of interest an includes estate whose Yen Por Lim .Mr late the of widow the is U Madam) 2( .Company the of capital share issued the of 0.99% approximately representing
- :below out set are which of particulars the 2012, June in Chew .A .F .Mr to granted was option share A) 3(
| Date grant of |
Number of underlying shares comprised in option the |
Option period |
Subscription price |
|
|---|---|---|---|---|
| 05/06/2012 | 200,628,932 | 05/06/2012-04/06/2022 | \$0.112HK Share per |
Corporations Associated) 2(
the of company holding ultimate the") — LSG ("Limited) International (Garment Sun Lai) i( Company
| Name Director of |
Capacity | Personal Interests |
Family Interests |
Corporate Interests |
Other Interests |
Total Interests |
Approximate Total of % to Interests Total Issued Shares |
|---|---|---|---|---|---|---|---|
| Kin Lam Peter ,Ngok |
Beneficial /owner of Owner controlled corporations |
130,544,319 | Nil | 484,991,750 ( (1 Note |
Nil | 615,536,069 | 38.06% |
| Chew Aun Fook |
Beneficial owner |
Nil | Nil | Nil | 16,174,234 ( (2 Note |
16,174,234 | 1.00% |
| Ming Kin Lam | Beneficial owner |
5,008,263 | Nil | Nil | Nil | 5,008,263 | 0.31% |
| Chu Po U | Beneficial owner |
4,127,625 | Nil | 484,991,750 ( (1 Note |
Nil | 489,119,375 | 30.24% |
each \$0.01HK of shares ordinary the in positions Long
- their of virtue by shares 484,991,750 in interested be to deemed were U Madam and Lam Peter .Dr Both) 1( 484,991,750 owned directly which Limited Wisdoman of capital share issued the in interests 50% respective .LSG in shares
- 29 from effect with commenced and 2006 December 22 on LSG by adopted was scheme option share A) 2( set are which of particulars the 2012, June in Chew .A.F .Mr to granted was option share A 2006. December :below out
| Number of underlying shares Date grant of comprised the in option |
Option period |
Subscription price |
|
|---|---|---|---|
| 05/06/2012 | 16,174,234 | 05/06/2012-04/06/2022 | \$0.582HK share per |
Corporations Associated) 2(
Company the of associate an") — eSun ("Limited Holdings eSun) ii(
each \$0.50HK of shares ordinary the in positions Long
| Name Director of |
Capacity | Personal interests |
Family interests |
Corporate interests |
Other interests |
Total interests |
Approximate total of % to interests total issued shares |
|---|---|---|---|---|---|---|---|
| Kin Lam Peter ,Ngok |
Beneficial /owner of Owner controlled corporations |
2,794,443 | Nil | 471,604,186 ( (1 Note |
Nil | 474,398,629 | 38.16% |
| Chew Aun Fook |
Beneficial owner |
Nil | Nil | Nil | 6,216,060 ( (2 Note |
6,216,060 | 0.50% |
- the of 47.97% approximately representing ,Company the in Shares 9,623,231,353 in interested was LSG) 1( the of subsidiary owned-wholly a ,Limited Holdings Transtrend .Company the of capital share issued issued the of 37.93% approximately representing ,eSun in shares 471,604,186 in interested was ,Company issued 471,604,186 same the in interested be to deemed was Lam Peter .Dr ,such As .eSun of capital share ,aggregate in ,of virtue by) capital share issued s'eSun of 37.93% approximately representing (eSun in shares and LSG of capital share issued the in interests deemed and personal 48.04% and 38.06% approximate his .respectively Company the
- 5 from effect with commenced and 2005 December 23 on eSun by adopted was scheme option share A) 2( out set are which of particulars the 2012, June in Chew .A .F .Mr to granted was option share A 2006. January :below
| Date grant of |
Number of underlying shares comprised in option the |
Option period |
Subscription price |
|---|---|---|---|
| 05/06/2012 | 6,216,060 | 05/06/2012-04/06/2022 | \$0.92HK share per |
(continued (Corporations Associated) 2(
eSun of subsidiary a") — Fung Lai ("Limited Holdings Fung Lai) iii(
| of Name Director |
Capacity | Personal interests |
Family interests |
Corporate interests |
Other interests |
Total interests |
Approximate total of % to interests issued total shares |
|---|---|---|---|---|---|---|---|
| Lam ,Ngok Kin Peter |
of Owner controlled corporations |
Nil | Nil | 7,705,451,422 ( (1 Note |
Nil | 7,705,451,422 | 47.87% |
| Chew Aun Fook |
Beneficial owner |
Nil | Nil | Nil | 80,479,564 ( (2 Note |
80,479,564 | 0.50% |
| Shu Lau Julius ,Yan |
Beneficial owner |
12,917,658 | Nil | Nil | Nil | 12,917,658 | 0.08% |
each \$0.10HK of shares ordinary the in positions Long) a(
("Notes Senior "the (2014 due notes senior 9.125% the in Interests) b(
| of Name Director |
Capacity | Nature of interests |
Principal amount |
|---|---|---|---|
| Lam Ngok Kin Peter , |
Owner of controlled corporations |
Corproate | US \$1,025,000 ( (1 Note |
| Lau Yan Shu Julius , |
Beneficial owner |
Personal | US \$300,000 |
:Notes
- issued the of 47.87% approximately representing ,Fung Lai in shares 7,705,451,422 in interested was eSun) 1( Lai by issued Notes Senior the of \$1,025,000US of amount principal the in and Fung Lai of capital share Lai in shares issued 7,705,451,422 same the in interested be to deemed was Lam Peter .Dr ,such As . Fung in ,of virtue by Fung Lai by issued Notes Senior the of \$1,025,000US of amount principal same the and Fung .eSun in interests shareholding deemed and personal 38.16% approximate his ,aggregate
- 28 from effect with commenced and 2003 August 21 on Fung Lai by adopted was scheme option share A) 2( out set are which of particulars the 2012, June in Chew .A .F .Mr to granted was option share A 2003. August :below
| Date grant of |
Number of underlying shares comprised in option the |
Option period |
Subscription price |
|---|---|---|---|
| 12/06/2012 | 80,479,564 | 12/06/2012-11/06/2020 | \$0.133HK share per |
(continued (Corporations Associated) 2(
eSun of subsidiary a") — MAGH ("Limited Holdings Group Asia Media) iii(
shares underlying and shares the in positions Long
| of Name Director |
Capacity | of Number of shares \$0.01HK held each |
of Number underlying shares ( convertible ) notes |
Deemed interest to pursuant section of 317 SFO the (2 Note( |
Total interests |
Approximate of % total interests total to issued shares |
|---|---|---|---|---|---|---|
| Lam ,Ngok Kin Peter |
of Owner controlled corporations |
6,712,925,500 | 14,132,500,000 | 11,382,823,103 | 32,228,248,603 | 245.26% |
:Notes
- in interested was ,eSun of subsidiary owned-wholly a ,")Sky Perfect ("Limited Holdings Sky Perfect) 1( be to deemed was Lam Peter .Dr .MAGH in shares underlying 14,132,500,000 and shares 6,712,925,500 his ,aggregate in ,of virtue by MAGH in shares underlying and shares 20,845,425,500 same the in interested .eSun in interests shareholding deemed and personal 38.16% approximate
- MAGH in shares underlying and shares 11,382,823,103 the in interested be to deemed was Lam Peter .Dr) 2( underlying the and shares the in interested be to deemed was eSun since SFO the of 317 section to pursuant March 23 dated agreement subscription a to) MAGH than other (parties the by held MAGH in shares and in shares certain of subscription the for parties such and Sky Perfect amongst into entered and 2011 .owners beneficial ultimate respective their and ,MAGH of notes convertible
were Company the of executive chief the and Directors the of none 2012, July 31 at as ,above disclosed as Save and shares underlying ,shares the in positions short and long the in interested be to deemed were or interested the to notified be to required were which ,corporations associated its of any or Company the of debentures the under notified ,Executive Chief and Directors of Register the in recorded ,Exchange Stock the and Company .Directors the by known otherwise or Code Securities
Debentures or Shares Acquire to Directors for Arrangements
above Report this in" Interests' Directors "and" Scheme Option Share "headed sections the in disclosed as Save the was Year the during time no at ,statements financial the to" Scheme Option Share "headed 30 note in and means by benefits acquire to Director a enable to arrangement any to party a subsidiaries its of any or Company .corporate body other any or Company the ,of debentures or ,in shares of acquisition the of
Interests' Persons Other and Shareholders Substantial
the of executive chief the or Director any to notified otherwise or by known is it as far so 2012, July 31 at As or 5% had who ,Company the of Director a being one ,individuals or corporations the of particulars the ,Company in recorded as Company the of Shares underlying and Shares the in positions long following the in interests more entitled were or") Shareholders of Register "the (SFO the of 336 section under kept be to required register the Company the of meeting general any at power voting the of more or 10% ,of exercise the control or ,exercise to as were) Rules Listing the of shareholders substantial of meaning the within .e.i") (Entitlements Voting "the( :follows
| Name | Capacity | Nature of interests |
Number of Shares |
Approximate of % Shares issue in |
|---|---|---|---|---|
| Substantial Shareholders |
||||
| Sun Lai Garment ( International Limited) |
Beneficial owner |
Corporate | 9,623,231,353 | 47.97% |
| Lam Ngok Kin Peter , |
Beneficial /owner of Owner controlled corporations |
Personal and corporate |
9,637,539,098 | 48.04% ( (Note |
Company the of Shares the in positions Long
:Note
owned beneficially ,Limited Mind Joy and Limited International Zimba namely ,subsidiaries owned-wholly its of two and LSG to deemed was Lam Peter .Dr .Company the of capital share issued the of 47.97% approximately representing ,Shares 9,623,231,353 in interests deemed and personal 38.06% approximate his ,aggregate in ,of virtue by Shares 9,623,231,353 same the in interested be .LSG of capital share issued the
or Director a than other (individual or corporation other any of aware not are Directors the ,above disclosed as Save interests more or 5% or Entitlements Voting the had 2012, July 31 at as ,who) Company the of executive chief the .Shareholders of Register the in recorded Company the of Shares underlying or Shares the in positions short or
Securities Listed of Redemption or Sale ,Purchase
did nor Exchange Stock the on traded and listed Shares its of any redeem not did Company the ,Year the During .Shares such of any sell or purchase subsidiaries its of any or Company the
Float Public
at ,Directors the of knowledge the within and Company the to available publicly is that information the on Based Company the to applicable float public prescribed the .e.i (public the by held were Shares issued the of 25% least .Report this of date the to up and Year the during) Rules Listing the under
Properties and Properties Investment ,Equipment and Plant ,Property Sale for Development Under
under properties and properties investment ,equipment and plant ,property the in movements the of Details 17, and 16 14, notes in out set are Year the during Group the and Company the of sale for development properties and properties investment s'Group the of details Further .statements financial the to ,respectively .Report Annual this of" Portfolio Property "the in out set are sale for development under
Subsidiaries Principal
financial the to 18 note in out set are 2012 July 31 at as subsidiaries principal s'Company the of Particulars .statements
Contributions Charitable
\$3,770,000.HK approximately totalling contributions charitable made Group the ,Year the During
Suppliers and Customers Major
the for sales total the of 30% than less for accounted customers largest five s'Group the to sales ,Year the During the of 31% approximately for accounted suppliers largest five s'Group the from purchases ,Year the During .Year the of None .purchases total the of 20% approximately for accounted supplier largest the while ,purchases total more own ,Directors the of knowledge best the to which ,shareholders any or associates their of any or Directors .suppliers largest five s'Group the in interest beneficial any had ,capital share issued s'Company the of 5% than
Rules Listing the of 13 Chapter of 13.21 Paragraph to Pursuant Disclosure
relating") Agreement Facility "the (agreement facility a into entered Company the 2012, July 31 to Subsequent as ,Company the to available made be to million \$2,200HK to up of facility credit revolving and loan term a to the (Agreement Facility the of execution of date the on commencing years three to up of period a for ,borrower .("Period Facility"
,family his and Lam Peter .Dr that procure to undertaken has Company the ,Agreement Facility the to Pursuant or directly (Company the of shareholder largest single the as remain ,Period Facility the during times all at ,will .Group the of management the over control maintain will and) indirectly
Information Financial of Summary
five last the for Group the of interests controlling-non and liabilities ,assets the of and results the of summary A 17. and 16 pages on Report Annual this of" Summary Financial "the in out set is years financial
("13 Chapter ("Rules Listing the of 13 Chapter to Pursuant Disclosure
of 13.22 Paragraph (companies affiliated to guarantees and assistance Financial (13 Chapter
to granted facilities for given guarantees and assistance financial of amount aggregate the 2012, July 31 at As .Rules Listing the under 8% of ratio assets the exceeded has companies affiliated
of position financial of statement combined forma pro the 13, Chapter of 13.22 paragraph with compliance In :follows as disclosed is 2012 July 31 at companies affiliated the
| 000'\$HK | |
|---|---|
| Property plant , and equipment Properties under development Investment property under construction Investment properties Film rights Film products Music catalogs Goodwill Other intangible assets Interests joint in ventures Interests in associates Available sale-for- financial assets Deposits , prepayments and other receivables Deferred assets tax Amount from due shareholders Net current assets |
2,254,757 1,517,035 3,377,516 10,786,016 47,317 74,235 31,999 10,182 71,467 1,115,588 30,020 166,209 78,211 3,824 41,926 4,321,879 |
| Total assets less current liabilities |
23,928,181 |
| -NON CURRENT LIABILITIES Long term deposits received Long term borrowings Convertible notes Fixed rate senior notes Deferred tax liabilities Deferred income Amount to due shareholders |
(68,045) (585,924) (227,232) ) 1,419,334 ( ) 2,339,646 ( (48,945) ) 2,210,661 ( |
| ) 6,899,787 ( |
|
| CAPITAL AND RESERVES Issued capital Share premium account Contributed surplus Share option reserve Exchange reserve Other reserve Retained profits |
17,028,394 644,040 4,230,797 891,289 2,741 24,913 208,886 3,154,237 9,156,903 |
| -Non controlling interests |
7,871,491 |
| 17,028,394 |
Directors the of Report
Governance Corporate
of Report Governance Corporate the in out set are practices governance corporate s'Company the of Particulars 34. to 20 pages on Report Annual this
Directors Executive-Non Independent of Independence
independence his of confirmation annual an writing in INEDs the of each from received has Company The .independent be to INEDs the all considers Company the and Rules Listing the of 3.13 Rule to pursuant
Committee Audit by Review
Lam ,William ,Yin Shu Leung .Messrs namely ,members three comprises Company the of Committee Audit The Committee Audit The .Company the of NED a ,Edward ,Hwa Yee Wan and Company the of INEDs both ,Kwan Bing .Year the for Company the of statements financial consolidated audited the management the with reviewed has
Auditors Independent
which Young & Ernst by audited been have Year the for Company the of statements financial consolidated The the by Approved .AGM forthcoming the at appointment-re for themselves offer ,eligible being and retire will as Young & Ernst of appointment-re the for resolution a ,recommendation s'Committee Audit the upon Board 'shareholders for AGM forthcoming the to put be will year ensuing the for Company the of auditors independent .approval
Board the of behalf On
Aun Fook Chew Chairman Deputy and Director Executive
Kong Hong 2012 October 30
Information' Shareholders 54
Dates Key
appropriate take and Company the of dates key following the note to advised are investors and Shareholders :action
| For Financial Year 2011/2012 |
|
|---|---|
| Annual results announcement |
30 October 2012 |
| Latest and time for date lodging transfer documents with the share registrars to ascertain entitlement to attending |
|
| and at voting 2012 the annual general meeting ") AGM (" |
p 4:30 13 on .m. December 2012 |
| AGM | 18 December 2012 |
| For Financial Year 2012/2013 |
|
| Interim results announcement |
on before or March 31 2013 |
| Annual results announcement |
or on 31 before October 2013 |
Report Annual
Company the ,information corporate important to access timely and equal have shareholders all that ensure To in printed is Report Annual 2011-2012 This .information date-to-up deliver to website its of use extensive makes .com.laisun.www at website s'Company the on available is and Chinese and English both
Agm
which AGM the of notice the in out set are AGM the of Details 2012. December 18 on held be will AGM The s'Company the on available also are form proxy the and AGM the of Notice .Report Annual this of part constitutes .website

Limited Company Development Sun Lai of shareholders the To
(liability limited with Kong Hong in Incorporated(
the (Limited Company Development Sun Lai of statements financial consolidated the audited have We the comprise which 156, to 57 pages on out set") Group "the ,together (subsidiaries its and") Company" income consolidated the and 2012, July 31 at as position financial of statements company and consolidated in changes of statement consolidated the ,income comprehensive of statement consolidated the ,statement significant of summary a and ,ended then year the for flows cash of statement consolidated the and equity .information explanatory other and policies accounting
statements financial consolidated the for responsibility' Directors
give that statements financial consolidated of preparation the for responsible are Company the of directors The Kong Hong the by issued Standards Reporting Financial Kong Hong with accordance in view fair and true a control internal such for and ,Ordinance Companies Kong Hong the and Accountants Public Certified of Institute are that statements financial consolidated of preparation the enable to necessary is determine directors the as .error or fraud to due whether ,misstatement material from free
responsibility' Auditors
Our .audit our on based statements financial consolidated these on opinion an express to is responsibility Our ,Ordinance Companies Kong Hong the of 141 Section with accordance in ,body a as ,you to solely made is report the for person other any to liability accept or towards responsibility assume not do We .purpose other no for and .report this of contents
Institute Kong Hong the by issued Auditing on Standards Kong Hong with accordance in audit our conducted We and plan and requirements ethical with comply we that require standards Those .Accountants Public Certified of free are statements financial consolidated the whether about assurance reasonable obtain to audit the perform .misstatement material from
the in disclosures and amounts the about evidence audit obtain to procedures performing involves audit An including ,judgement' auditors the on depend selected procedures The .statements financial consolidated due whether ,statements financial consolidated the of misstatement material of risks the of assessment the the to relevant control internal consider auditors the ,assessments risk those making In .error or fraud to audit design to order in view fair and true a give that statements financial consolidated of preparation s'entity the on opinion an expressing of purpose the for not but ,circumstances the in appropriate are that procedures accounting of appropriateness the evaluating includes also audit An .control internal s'entity the of effectiveness the evaluating as well as ,directors the by made estimates accounting of reasonableness the and used policies .statements financial consolidated the of presentation overall
audit our for basis a provide to appropriate and sufficient is obtained have we evidence audit the that believe We .opinion
Opinion
the of affairs of state the of view fair and true a give statements financial consolidated the ,opinion our In in ended then year the for flows cash and profit s'Group the of and 2012, July 31 at as Group the of and Company with accordance in prepared properly been have and Standards Reporting Financial Kong Hong with accordance .Ordinance Companies Kong Hong the
Young & Ernst Accountants Public Certified Floor nd22 Tower CITIC Central ,Avenue Mei Tim 1 Kong Hong
2012 October 30
Statement Income Consolidated
| Notes | 2012 000'\$HK |
2011 000'\$HK ( (Restated |
|
|---|---|---|---|
| TURNOVER | 6 | 875,156 | 1,192,914 |
| Cost sales of |
) (330,732 |
(581,278) | |
| Gross profit |
544,424 | 611,636 | |
| Other revenue gain and |
6 | 19,346 | 54,330 |
| Selling and marketing expenses |
(13,784) | (37,784) | |
| Administrative expenses |
) (310,865 |
(295,898) | |
| Other operating expenses net , |
(38,388) | (33,261) | |
| value Fair on gains investment properties Reversal of provision (/ provision tax for) indemnity |
16 (c(33 |
793,709 171,435 |
1,074,933 (48,379) |
| PROFIT FROM OPERATING ACTIVITIES |
7 | 1,165,877 | 1,325,577 |
| Finance costs |
8 | (49,823) | (47,076) |
| Share profits of and of losses associates |
441,121 | 271,061 | |
| Share profits of joint of ventures |
710,968 | 990,753 | |
| Discount on acquisition of additional interest an in associate |
88,695 | — | |
| on Loss deemed disposal of interest an in associate |
— | (3,552) | |
| PROFIT BEFORE TAX |
2,356,838 | 2,536,763 | |
| Tax | 11 | (31,110) | (38,042) |
| PROFIT FOR YEAR THE |
2,325,728 | 2,498,721 | |
| Attributable :to |
|||
| Ordinary equity holders the of Company |
12 | 2,282,568 | 2,449,128 |
| -Non controlling interests |
43,160 | 49,593 | |
| 2,325,728 | 2,498,721 | ||
| EARNINGS PER SHARE ATTRIBUTABLE TO |
|||
| ORDINARY EQUITY HOLDERS THE OF COMPANY |
13 | ||
| Basic | HK \$0.125 |
\$0.160HK | |
| Diluted | HK \$0.125 |
A/N |
Income Comprehensive of Statement Consolidated 58
| 2012 000'\$HK |
2011 000'\$HK ( (Restated |
|
|---|---|---|
| PROFIT FOR YEAR THE |
2,325,728 | 2,498,721 |
| OTHER COMPREHENSIVE INCOME (/ EXPENSES ( |
||
| Changes fair in of value available sale-for- financial assets |
92,842 | 264,673 |
| Exchange realignments : |
||
| Subsidiaries | (3,845) | 370 |
| Associates | (72,744) | 70,856 |
| of Share investment revaluation reserve an of associate |
— | 9,872 |
| Share an of associate s' of release reserves the to income statement |
||
| upon disposal its of interest an in associate |
— | (117,997) |
| OTHER COMPREHENSIVE INCOME FOR YEAR THE |
16,253 | 227,774 |
| TOTAL COMPREHENSIVE INCOME FOR YEAR THE |
2,341,981 | 2,726,495 |
| Attributable :to |
||
| Ordinary equity holders the of Company |
2,298,818 | 2,676,760 |
| -Non controlling interests |
43,163 | 49,735 |
| 2,341,981 | 2,726,495 |
Position Financial of Statement Consolidated
2012 July 31
| Notes | July 31 2012 000'\$HK |
July 31 2011 000'\$HK |
August 1 2010 000'\$HK |
|
|---|---|---|---|---|
| Restated( ) |
( (Restated |
|||
| -NON CURRENT ASSETS |
||||
| Property plant , and equipment |
14 | 350,817 | 356,226 | 368,231 |
| Prepaid land lease payments |
15 | 25,010 | 26,038 | 27,066 |
| Investment properties |
16 | 8,570,911 | 7,756,931 | 6,444,930 |
| Properties under development sale for |
17 | 1,309,418 | 1,098,195 | 900,378 |
| Interests in associates |
(a(19 | 3,083,687 | 2,503,210 | 2,267,671 |
| Interests joint in ventures |
(b(19 | 3,889,258 | 2,847,147 | 1,851,040 |
| Available sale-for- financial assets |
20 | 1,185,810 | 1,035,937 | 770,516 |
| to-Held maturity- debt investments |
21 | — | — | 35,840 |
| Pledged bank balances time and deposits |
22 | — | 99,591 | 99,154 |
| Deposits paid |
23 | 61,500 | 90,000 | — |
| non Total current- assets |
18,476,411 | 15,813,275 | 12,764,826 | |
| CURRENT ASSETS |
||||
| Completed properties sale for |
24 | 76,480 | 147,197 | 465,085 |
| Equity investments at |
||||
| value fair through profit loss or |
25 | 1,648 | 10,158 | 12,552 |
| Inventories | 5,305 | 5,878 | 4,780 | |
| Debtors deposits , and paid other receivables |
(a(26 | 99,594 — |
124,827 | 121,315 |
| to-Held maturity- debt investments Pledged bank balances time and deposits |
21 22 |
106,037 | 33,963 — |
144,812 — |
| Cash cash and equivalents |
22 | 1,565,105 | 1,002,805 | 1,124,778 |
| Total current assets |
1,854,169 | 1,324,828 | 1,873,322 | |
| CURRENT LIABILITIES |
||||
| Creditors deposits , received and accruals |
(b(26 | 243,603 | 222,099 | 216,621 |
| Tax payable |
61,627 | 62,896 | 51,829 | |
| Bank borrowings |
27 | 1,104,818 | 217,097 | 390,323 |
| Total current liabilities |
1,410,048 | 502,092 | 658,773 | |
| NET CURRENT ASSETS |
444,121 | 822,736 | 1,214,549 | |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
18,920,532 | 16,636,011 | 13,979,375 |
Position Financial of Statement Consolidated 60
2012 July 31
| July 31 | July 31 | August 1 | ||
|---|---|---|---|---|
| 2012 | 2011 | 2010 | ||
| Notes | 000'\$HK | 000'\$HK | 000'\$HK | |
| Restated( ) |
( (Restated |
|||
| -NON CURRENT LIABILITIES |
||||
| Bank borrowings |
) 27 | 1,707,404 ( |
) 2,199,440 ( |
) 2,313,493 ( |
| Amounts to due associates |
(a(19 | (20,799) | (15,854) | (15,808) |
| Deferred tax |
28 | ) (100,880 |
(94,461) | (89,227) |
| Provision tax for indemnity |
(33 | ) (c (347,135 |
(518,570) | (470,191) |
| Long term rental deposits received |
(60,032) | (55,930) | (47,523) | |
| non Total current- liabilities |
) 2,236,250 ( |
) 2,884,255 ( |
) 2,936,242 ( |
|
| 16,684,282 | 13,751,756 | 11,043,133 | ||
| EQUITY Equity attributable to ordinary equity holders |
||||
| the of Company |
||||
| Issued capital |
29 | 200,629 | 141,620 | 141,620 |
| Share premium account |
7,429,332 | 6,974,701 | 6,974,701 | |
| Investment revaluation reserve |
1,079,452 | 986,610 | 829,475 | |
| Share option reserve |
11,139 | 1,092 | 12,417 | |
| Capital redemption reserve |
1,200,000 | 1,200,000 | 1,200,000 | |
| General reserve |
29 | 630,400 | 504,136 | 504,136 |
| Other reserve |
78,823 | 7,565 | 3,734 | |
| Special capital reserve |
29 | — | 126,264 | 126,264 |
| Exchange fluctuation reserve |
35,787 | 112,379 | 35,058 | |
| Retained profits |
5,692,023 | 3,409,455 | 954,597 | |
| 16,357,585 | 13,463,822 | 10,782,002 | ||
| -Non controlling interests |
326,697 | 287,934 | 261,131 | |
| 16,684,282 | 13,751,756 | 11,043,133 |
Julius ,Yan Shu Lau Aun Fook Chew Director Director
Equity in Changes of Statement Consolidated
| Attributable ordinary to holders equity Company the of |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Issued capital 000'\$HK |
Share premium account |
Investment revaluation reserve \$HK 000'\$HK |
Share option reserve 000'\$HK 000' |
Capital redemption reserve \$HK 000'\$HK |
General reserve |
Other reserve 000'\$HK 000' |
Special capital reserve \$HK 000'\$HK |
Exchange fluctuation reserve |
Retained /profits accumulated ( -Sub) losses 000'\$HK 000' |
\$HK 000'\$HK | Non controlling interests total |
Total 000'\$HK 000' |
|
| August 1 At originally as 2010, of Effect accounting in changes |
141,620 stated | 6,974,701 | 699,769 | 12,417 | 1,200,000 | 504,136 | 3,734 | 126,264 | 35,058 | 292,009) | 9,405,690 ( | 261,131 | 9,666,821 |
| (2.2 note (policies | — | 129,706 — | — | — — | — — | 1,246,606 — | 1,376,312 | 1,376,312 — | |||||
| August 1 At restated as 2010, |
141,620 | 6,974,701 | 829,475 | 12,417 | 1,200,000 | 504,136 | 3,734 | 126,264 | 35,058 | 954,597 | 10,782,002 | 261,131 | 11,043,133 |
| year the for Profit comprehensive Other /income :year the for) expenses( Changes of value fair in |
— — | — — | — — | — — | 2,449,128 — | 2,449,128 | 49,593 | 2,498,721 | |||||
| available financial sale-for- |
— assets | 264,673 — | — — | — — | — — | 264,673 — | 264,673 — | ||||||
| Exchange realignments |
— | — — | — — | — — | 71,084 — | 71,084 — | 71,226 142 | ||||||
| investment of Share revaluation associate an of reserve of Share release s'associate an reserves of income the to |
— | 9,872 — | — — | — — | — — | 9,872 — | 9,872 — | ||||||
| statement disposal upon its of associate an in interest |
— | (117,410) — | — — | — — | (587) — | (117,997) — | (117,997) — | ||||||
| comprehensive Total income year the for Share movements reserve of |
— | 157,135 — | — — | — — | 70,497 — | 2,449,128 | 2,676,760 | 49,735 | 2,726,495 | ||||
| associates of | — — | 4,753) — | — ( | 3,831 — | 6,824 — | 5,060 (842) | 5,060 — | ||||||
| Release lapse upon reserve of options share of |
— — | (6,572) — | — — | — — | 6,572 — | — | — — | ||||||
| paid Dividend controlling-non to subsidiary a of interest |
— — | — — | — — | — — | — — | 15,288) — | (15,288) ( | ||||||
| Repayment controlling-non to subsidiary a of interest |
— — | — — | — — | — — | — — | 7,644) — | (7,644) ( | ||||||
| and 2011 July 31 At August 1 restated as 2011, |
141,620 | 6,974,701 | 986,610 | 1,092 | 1,200,000 | 504,136 | 7,565 | 126,264 | 112,379 | 3,409,455 | 13,463,822 | 287,934 | 13,751,756 |
| year the for Profit comprehensive Other /income :year the for) expenses( |
— — | — — | — — | — — | 2,282,568 — | 2,282,568 | 43,160 | 2,325,728 | |||||
| Changes of value fair in available financial sale-for- |
— assets | 92,842 — | — — | — — | — — | 92,842 — | 92,842 — | ||||||
| Exchange realignments |
— | — — | — — | — — | (76,592) — | (76,592) — | (76,589) 3 | ||||||
| comprehensive Total income |
|||||||||||||
| year the for | — | 92,842 — | — — | — — | 76,592) — | 2,282,568 ( | 2,298,818 | 43,163 | 2,341,981 | ||||
| (29 note (issue Rights | 59,009 | 472,068 | — | — — | — — | — — | 531,077 — | 531,077 — | |||||
| issue Share (29 note (expenses |
17,437) — | — ( | — — | — — | — — | (17,437) — | (17,437) — | ||||||
| Transfer (29 note (reserves of Share movements reserve of |
— — | — — | 126,264 — | 126,264) — | — ( | — — | — — | ||||||
| associates of | — — | 1,039 — | — | 71,258 — | — — | 72,297 — | 72,297 — | ||||||
| Recognition based-share of |
|||||||||||||
| payments Repayment controlling-non to |
— — | 9,008 — | — | — — | — — | 9,008 — | 9,008 — | ||||||
| interests subsidiaries of |
— — | — — | — — | — — | — — | 4,400) — | (4,400) ( | ||||||
| 2012 July 31 At | 200,629 | 7,429,332 | 1,079,452 | 11,139 | 1,200,000 | 630,400 | 78,823 | 35,787 — | 5,692,023 | 16,357,585 | 326,697 | 16,684,282 |
Flows Cash of Statement Consolidated 62
| Notes | 2012 000'\$HK |
2011 000'\$HK ( (Restated |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES |
|||
| Profit before tax |
2,356,838 | 2,536,763 | |
| Adjustments :for |
|||
| Finance costs |
8 | 49,823 | 47,076 |
| Share profits of and of losses associates |
) (441,121 |
(271,061) | |
| Share profits of joint of ventures |
) (710,968 |
(990,753) | |
| Discount on acquisition of additional |
|||
| interest an in associate |
(88,695) | — | |
| on Loss deemed disposal of interest an in associate |
— | 3,552 | |
| value Fair on gains investment properties |
793,709) | ) ( 1,074,933 ( |
|
| Depreciation | 7 | 24,518 | 23,469 |
| Amortisation of prepaid land lease payments |
7 | 1,028 | 1,028 |
| on Loss disposal of of items |
|||
| property plant , and equipment |
7 | 4,331 | 30 |
| on Gain disposal an of available sale-for- financial asset |
6 | — | (27,795) |
| value Fair on loss equity investments |
|||
| at value fair through profit loss or |
7 | 803 | 7,215 |
| on Loss disposal equity of investments |
|||
| at value fair through profit loss or |
7 | 10,334 | 782 |
| Reversal( of provision /) provision tax for indemnity Interest income |
6 | ) (171,435 (5,640) |
48,379 (5,914) |
| Dividend income from listed equity investments |
|||
| at value fair through profit loss or |
6 | (244) | (113) |
| Dividend income from unlisted |
|||
| available sale-for- financial assets |
6 | (160) | (3,926) |
| Share based- payments |
9,008 | — | |
| 244,711 | 293,799 | ||
| Decrease in completed properties sale for |
70,717 | 317,888 | |
| Decrease / increase( in) inventories |
573 | (1,098) | |
| Decrease / increase( in) debtors deposits , paid |
|||
| and other receivables |
25,239 | (5,839) | |
| Increase in creditors deposits , received and accruals |
23,883 | 15,174 | |
| Cash generated from operations |
365,123 | 619,924 | |
| Interest received |
4,178 | 3,485 | |
| Interest on paid and bank other borrowings |
(49,298) | (43,339) | |
| Hong Kong profits paid tax |
(11,054) | (6,258) | |
| Overseas taxes paid |
(14,906) | (15,483) | |
| cash Net flows from operating activities |
294,043 | 558,329 | |
Flows Cash of Statement Consolidated
| Notes | 2012 000'\$HK |
2011 000'\$HK ( (Restated |
|
|---|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|||
| Purchases of of items property plant , and equipment |
(23,440) | (11,983) | |
| Additions to investment properties |
(29,114) | (237,068) | |
| Deposit for paid acquisition an of investment property |
23 | (61,500) | — |
| Additions to properties under development sale for Acquisition equity of investments at value fair through |
) (200,944 |
(194,025) | |
| profit loss or |
(23,142) | (12,838) | |
| Acquisition an of unlisted available sale-for- financial asset |
(56,772) | (1,560) | |
| Redemption of to-held maturity- debt investments |
33,963 | 146,689 | |
| Proceeds from disposal of of items property plant , and equipment |
— | 489 | |
| Proceeds from disposal equity of investments |
|||
| at value fair through profit loss or |
20,515 | 7,235 | |
| Proceeds from disposal an of available sale-for- financial asset |
— | 30,000 | |
| Acquisition of additional interest an in associate |
(43,301) | — | |
| Advances to associates |
(7,813) | (5,553) | |
| Repayment from associates |
4,945 | 46 | |
| Acquisition joint a of venture |
) (756,168 |
— | |
| Repayment from joint a venture |
276,723 | — | |
| Dividend received from joint a venture |
238,302 | — | |
| Deposit for paid acquisition of interest joint a in venture |
23 | — | (90,000) |
| Interest received from to-held maturity- debt investments |
1,203 | 2,175 | |
| Dividends received from listed equity investments |
|||
| at value fair through profit loss or |
244 | 113 | |
| Dividends received from unlisted available sale-for- |
|||
| financial assets |
160 | 3,926 | |
| Increase in pledged bank balances time and deposits |
(6,446) | (437) | |
| cash Net flows in used investing activities |
) (632,585 |
(362,791) | |
| CASH FLOWS FROM FINANCING ACTIVITIES |
|||
| New bank borrowings |
1,875,900 | 523,026 | |
| Repayment bank of borrowings |
) 1,474,493 ( |
(810,305) | |
| Bank financing charges |
(9,081) | (7,670) | |
| Dividend paid -non to controlling interest a of subsidiary |
— | (15,288) | |
| Repayment -non to controlling interests of subsidiaries |
(4,400) | (7,644) | |
| Proceeds from rights issue |
531,077 | — | |
| Share issue expenses |
(17,437) | — | |
| cash Net flows /from ) in used( financing activities |
901,566 | (317,881) |
Flows Cash of Statement Consolidated 64
| 2012 000'\$HK |
2011 000'\$HK ( (Restated |
|
|---|---|---|
| NET INCREASE (/ DECREASE CASH IN) AND CASH EQUIVALENTS |
563,024 | (122,343) |
| Cash cash and equivalents at beginning year of of Effect foreign exchange rate changes net , |
1,002,805 (724) |
1,124,778 370 |
| CASH AND CASH EQUIVALENTS END AT YEAR OF |
1,565,105 | 1,002,805 |
| ANALYSIS OF BALANCES CASH OF AND CASH EQUIVALENTS Cash bank and balances Non pledged- time deposits |
660,152 904,953 |
400,233 602,572 |
| 1,565,105 | 1,002,805 |
Position Financial of Statement
2012 July 31
| Notes | July 31 2012 000'\$HK |
July 31 2011 000'\$HK Restated( ) |
August 1 2010 000'\$HK ( (Restated |
|
|---|---|---|---|---|
| -NON CURRENT ASSETS |
||||
| Property plant , and equipment |
14 | 3,790 | 4,068 | 5,897 |
| Investment properties |
16 | 5,334,000 | 4,839,100 | 4,243,200 |
| Interests in subsidiaries |
18 | 3,886,816 | 3,584,955 | 3,407,799 |
| Interests in associates |
(a(19 | 9,015 | 8,987 | 8,983 |
| Interest joint a in venture |
(b(19 | 393,522 | 393,547 | 393,522 |
| Available sale-for- financial assets |
20 | 40,348 | 101 | 101 |
| to-Held maturity- debt investments |
21 | — | — | 35,840 |
| Pledged bank balances time and deposits |
22 | — | 99,591 | 99,154 |
| non Total current- assets |
9,667,491 | 8,930,349 | 8,194,496 | |
| CURRENT ASSETS |
||||
| Equity investments at |
||||
| value fair through profit loss or |
25 | 1,648 | 10,158 | 12,552 |
| Debtors deposits , and paid other receivables |
(a(26 | 47,219 | 45,696 | 36,808 |
| to-Held maturity- debt investments |
21 | — | 33,963 | 144,812 |
| Pledged bank balances time and deposits |
22 | 106,037 | — | — |
| Cash cash and equivalents |
22 | 1,218,109 | 689,993 | 869,444 |
| Total current assets |
1,373,013 | 779,810 | 1,063,616 | |
| CURRENT LIABILITIES |
||||
| Creditors deposits , received and accruals |
77,710 | 72,268 | 80,773 | |
| Tax payable |
47,430 | 48,481 | 41,466 | |
| Bank borrowings |
27 | 798,000 | 177,200 | 201,500 |
| Total current liabilities |
923,140 | 297,949 | 323,739 | |
| NET CURRENT ASSETS |
449,873 | 481,861 | 739,877 | |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
10,117,364 | 9,412,210 | 8,934,373 |
Position Financial of Statement 66
2012 July 31
| Notes | July 31 2012 000'\$HK |
July 31 2011 000'\$HK Restated( ) |
August 1 2010 000'\$HK ( (Restated |
|
|---|---|---|---|---|
| -NON CURRENT LIABILITIES |
||||
| Bank borrowings |
) 27 | 1,336,100 ( |
) 1,815,100 ( |
) 2,060,300 ( |
| Amounts to due associates |
(a(19 | (16,303) | (11,503) | (11,503) |
| Deferred tax |
28 | (52,177) | (47,978) | (45,462) |
| Provision tax for indemnity |
(33 | ) (c (347,135 |
(518,570) | (470,191) |
| Long term rental deposits received |
(43,381) | (39,337) | (30,396) | |
| non Total current- liabilities |
) 1,795,096 ( |
) 2,432,488 ( |
) 2,617,852 ( |
|
| 8,322,268 | 6,979,722 | 6,316,521 | ||
| EQUITY | ||||
| Issued capital |
29 | 200,629 | 141,620 | 141,620 |
| Reserves | (b(31 | 8,121,639 | 6,838,102 | 6,174,901 |
| 8,322,268 | 6,979,722 | 6,316,521 |
Julius ,Yan Shu Lau Aun Fook Chew Director Director
2012 July 31
Information Corporate 1.
in incorporated company liability limited a is") Company "the (Limited Company Development Sun Lai ,Centre Commercial Sun Lai ,Floor th11 at located is Company the of office registered The .Kong Hong the ,Company the of directors the of opinion the In .Kong Hong ,Kowloon ,Road Wan Sha Cheung 680 limited a ,")LSG ("Limited) International (Garment Sun Lai is company holding ultimate s'Company of Exchange Stock The of Board Main the on listed shares its with Kong Hong in incorporated company .("Exchange Stock "the (Limited Kong Hong
involved were") Group "the as to referred collectively (subsidiaries its and Company the ,year the During :activities principal following the in
- sale for development property•
- investment property•
- restaurants and hotels of operation the and in investment•
- holding investment•
in out set are ventures joint and associates ,subsidiaries principal the of activities principal the of Details .respectively ,statements financial the to 19 and 18 notes
Preparation Of Basis 2.1
Reporting Financial Kong Hong with accordance in prepared been have statements financial These Kong Hong ,Standards Reporting Financial Kong Hong all include which") (HKFRSs ("Standards Public Certified of Institute Kong Hong the by issued) Interpretations and") HKASs ("Standards Accounting under prepared been have They .Ordinance Companies Kong Hong the and") HKICPA "the (Accountants through value fair at investments equity ,properties investment for except ,convention cost historical the These .value fair at measured been have which ,assets financial sale-for-available certain and loss or profit nearest the to rounded are values all and") \$HK ("dollars Kong Hong in presented are statements financial .indicated otherwise when except thousand
consolidation of Basis
its and Company the of statements financial the include statements financial consolidated The are subsidiaries the of statements financial The .")Group "the as to referred collectively (subsidiaries The .policies accounting consistent using ,Company the of that as period reporting same the for prepared Group the which on date the being ,acquisition of date the from consolidated are subsidiaries of results group-intra All .ceases control such that date the until consolidated be to continue and ,control obtains dividends and transactions group-intra from resulting losses and gains unrealised ,transactions ,balances .full in consolidation on eliminated are
that if even interest controlling-non the to attributed is subsidiary a within income comprehensive Total .balance deficit a in results
equity an as for accounted is ,control of loss a without ,subsidiary a of interest ownership the in change A .transaction
and) goodwill including (assets the) i (derecognises it ,subsidiary a over control loses Group the If cumulative the) iii (and interest controlling-non any of amount carrying the) ii (,subsidiary the of liabilities ,received consideration the of value fair the) i (recognises and; equity in recorded differences translation The .loss or profit in deficit or surplus resulting any) iii (and retained investment any of value fair the) ii( to reclassified is income comprehensive other in recognised previously components of share s'Group .appropriate as ,profits retained or loss or profit
2012 July 31
Disclosures and Policies Accounting in Changes 2.2
the for Group the to applicable are which ,HKFRSs revised and new following the adopted has Group The :statements financial s'year current the for time first
| Amendments to HKFRSs |
Improvements to HKFRSs issued 2010 in |
|---|---|
| 24 HKAS ) Revised ( |
Related Party Disclosures |
| (7 HKFRS Amendments ) |
Amendments to 7 HKFRS Financial Instruments : |
| Disclosures — Transfers of Financial Assets |
|
| IFRIC(HK (14 Int-) Amendments ) |
Amendments to IFRIC(HK 14 Int-) Prepayments |
| a of Minimum Funding Requirement |
adoption the reflect to retrospectively changed been have 5 note in out set disclosures party related The ."Disclosures Party Related) "Revised (24 HKAS of
or results reported the on impact material no had has HKFRSs revised and new these of adoption The .Group the of position financial
their of advance in HKFRSs revised and new following the adopted early has Group the ,addition In :statements financial s'year current the for time first the for dates effective respective
| (12 HKAS Amendments ) |
Income — Taxes Deferred :Tax Recovery of Underlying Assets |
|---|---|
| HKAS ) 2011 (27 |
Separate Financial Statements |
| HKAS ) 2011 (28 |
Investments in Associates Joint and Ventures |
| 10 HKFRS | Consolidated Financial Statements |
| 11 HKFRS | Joint Arrangements |
| 12 HKFRS | Disclosure of Interests Other in Entities |
of Recovery :Tax Deferred — Taxes Income) "Amendments (12 HKAS2.2.1 "Assets Underlying
investment on tax deferred that presumption rebuttable a introduces) Amendments (12 HKAS will amount carrying its that basis the on determined be should value fair at measured property a within held is property investment the if rebutted is presumption This .sale through recovered be embodied benefits economic the of all substantially consume to is objective whose model business deferred ,amendments the to Prior .sale through than rather ,time over property investment the in recovering of consequence tax the reflect to measured is value fair at property investment on tax s'Group the ,adoption the Upon .use through properties investment of amounts carrying the .reduced is properties investment to respect with liability tax deferred
2012 July 31
(continued (Disclosures and Policies Accounting in Changes 2.2
of Recovery :Tax Deferred — Taxes Income) "Amendments (12 HKAS2.2.1 (continued" (Assets Underlying
,amendments the Under .model value fair the using properties investment its measures Group The HKAS with accordance in model value fair the using measured are that properties investment is presumption the unless ,sale through recovered be to presumed are" Property Investment "40 now Group the ,policy in change this of result a As .)Amendments (12 HKAS in out set as rebutted the to reference with properties investment its of respect in liability tax deferred any measures the at amounts carrying their at of disposed were properties the if arise would that liability tax recognising not Group the in resulted has) Amendments (12 HKAS of adoption The .date reporting Group the ,Previously .properties investment the of value fair in changes on taxes deferred any that basis the on properties investment the of value fair in changes on taxes deferred recognised (Amendments (12 HKAS .use through recovered are properties the of amounts carrying entire the .retrospectively adopted been has
s'Group the of value fair in changes for provided been has tax deferred no ,year current the In .below tables the in detailed is statements financial the on impact The .properties investment
,arrangements joint ,consolidation on standards revised and New2.2.2 entities other in interests of disclosure and associates
and associates ,arrangements joint ,consolidation on standards five of package a issued has HKICPA ,"Statements Financial Consolidated "10 HKFRS including ,entities other in interests of disclosure (2011) 27 HKAS ,"Entities Other in Interests of Disclosure "12 HKFRS ,"Arrangements Joint "11 HKFRS "Ventures Joint and Associates in Investments) "2011 (28 HKAS and" Statements Financial Separate" 2013. January 1 after or on beginning periods annual for effective are which
.below out set is standards these of adoption the of impact The
"Statements Financial Consolidated "10 HKFRS
purpose special including entities all to applies that model control single a establishes 10 HKFRS determine to used is which control of definition new a includes It .entities structured or entities the of management require 10 HKFRS by introduced changes The .consolidated are entities which compared ,controlled are entities which determine to judgement significant exercise to Group ."Entities Purpose Special — Consolidation "12 Int-)SIC(HK and 27 HKAS in requirements the with that" Statements Financial Separate and Consolidated "27 HKAS of portion the replaces 10 HKFRS in raised issues the includes also It .statements financial consolidated for accounting the addresses 12. Int-)SIC(HK
2012 July 31
(continued (Disclosures and Policies Accounting in Changes 2.2
,arrangements joint ,consolidation on standards revised and New2.2.2 (continued (entities other in interests of disclosure and associates
(continued" (Statements Financial Consolidated "10 HKFRS
it when investee an controls investor an that such control of definition the changes 10 HKFRS the has and investee the with involvement its from returns variable to ,rights has or ,exposed is control of definition the meet To .investee the over power its through returns those affect to ability the) b (,investee an over power has investor an) a (including ,criteria three the of all 10, HKFRS in (c (and ,investee the with involvement its from returns variable to ,rights or ,exposure has investor s'investor the of amount the affect to investee the over power its use to ability the has investor the and financial the govern to power the as defined was control ,Previously .met be must ,returns has guidance more Much .activities its from benefits obtain to as so entity an of policies operating ,particular In .investee an over control has investor an when explain to 10 HKFRS in included been less owns that investor an when explain to 10 HKFRS in established been has guidance detailed in ,example For .investee the over control has investee an in shares voting the of cent per 50 than a has investee an in rights voting the of majority a than less with investor an not or whether assessing to investor the requires 10 HKFRS ,criterion power the meet to interest voting dominant sufficiently holding s'investor the of size the ,particularly ,circumstances and facts relevant all account into take .holders vote other the of shareholdings of dispersion and size the to relative rights voting of
adopted early also has ,Group the of associate owned37.93%- a ,")eSun ("Limited Holdings eSun eSun that concluded eSun of directors the ,)a(19 note in detailed As .year current the in 10 HKFRS subsidiary a become has Fung Lai and") Fung Lai ("Limited Holdings Fung Lai over control had has The 2012. June 11 on)) a(19 note in defined as (Offer Open the of completion the upon eSun of .below tables the in detailed is statements financial the on impact
"Arrangements Joint "11 HKFRS
Entities Controlled Jointly "-13HKSIC and" Ventures Joint in Interests "31 HKAS replaces 11 HKFRS arrangements joint for accounting the describes It ."Venturers by Contributions Monetary-Non joint and operations joint .,e.i ,arrangements joint of forms two only addresses It .control joint with .consolidation proportionate using ventures joint for account to option the removes and ventures
and rights the on based determined is 11 HKFRS under arrangements joint of classification The the of form legal the ,structure the considering by arrangements joint the to parties of obligations ,relevant when ,and ,arrangement the to parties the by agreed terms contractual the ,arrangements parties the whereby arrangement joint a is operation joint A .circumstances and facts other and ,assets the to rights have) operators joint .,e.i (arrangement the of control joint have that arrangement joint a is venture joint A .arrangement the to relating ,liabilities the for obligations rights have) venturers joint .,e.i (arrangement the of control joint have that parties the whereby arrangements joint of types three had 31 HKAS ,Previously .arrangement the of assets net the to The .assets controlled jointly and operations controlled jointly ,entities controlled jointly legal the on based determined primarily was 31 HKAS under arrangements joint of classification entity separate a through established was that arrangement joint a .,g.e (arrangement the of form .(entity controlled jointly a as for accounted was
of terms and form legal the assessed and reviewed directors the 11, HKFRS of adoption the Upon .arrangements joint in investments s'Group the to relation in arrangements contractual the
2012 July 31
(continued (Disclosures and Policies Accounting in Changes 2.2
,arrangements joint ,consolidation on standards revised and New2.2.2 (continued (entities other in interests of disclosure and associates
"Entities Other in Interests of Disclosure "12 HKFRS
and associates ,arrangements joint ,subsidiaries for requirements disclosure the includes 12 HKFRS Financial Separate and Consolidated "27 HKAS in included previously are that entities structured also It ."Associates in Investments "28 HKAS and" Ventures Joint in Interests "31 HKAS ,"Statements .entities these for requirements disclosure new of number a introduces
of issuance the of result a as 28 HKAS and 27 HKAS to made were amendments Consequential HKFRS 11, HKFRS 10, HKFRS adopted early has Group The 12. HKFRS and 11 HKFRS 10, HKFRS financial s'year current the in 28 HKAS and 27 HKAS to amendments consequential the and 12, .statements
revised and new of adoption early the of statements financial on Effects2.2.3 HKFRSs
| For year the ended July 31 2012 |
||||||||
|---|---|---|---|---|---|---|---|---|
| 12 HKAS | ||||||||
| ( Amendments ) 000'\$HK |
HKFRS 10 000'\$HK |
HKFRS 11 000'\$HK |
Total 000'\$HK |
|||||
| /Increase decrease( share in) profits of and |
||||||||
| of losses associates |
— | 203,444 | 606,729) | ) ( (403,285 |
||||
| Increase share in profits of |
||||||||
| joint of ventures |
104,239 | — | 606,729 | 710,968 | ||||
| Decrease tax in |
131,912 | — | — | 131,912 | ||||
| Increase in for profit year the |
236,151 | 203,444 | — | 439,595 | ||||
| Increase in for profit year the attributable to ordinary equity holders |
||||||||
| the of Company |
236,151 | 203,444 | — | 439,595 |
2012 July 31 ended year the for statement income consolidated the on Impact
2012 July 31
(continued (Disclosures and Policies Accounting in Changes 2.2
revised and new of adoption early the of statements financial on Effects2.2.3 (continued (HKFRSs
2011 July 31 ended year the for statement income consolidated the on Impact
| For year the ended 31 2011 July |
|||||||
|---|---|---|---|---|---|---|---|
| 12 HKAS | |||||||
| ( Amendments ) |
11 HKFRS | Total | |||||
| 000'\$HK | 000'\$HK | 000'\$HK | |||||
| Decrease share in profits of |
|||||||
| and of losses associates |
(165,158) | (899,362) | ) 1,064,520 ( |
||||
| Increase in of share of profits |
|||||||
| joint ventures |
91,391 | 899,362 | 990,753 | ||||
| Decrease tax in |
179,188 | — | 179,188 | ||||
| Increase in for profit year the |
105,421 | — | 105,421 | ||||
| Increase in for profit year the |
|||||||
| attributable to ordinary |
|||||||
| equity holders the of Company |
105,421 | — | 105,421 |
2012 July 31 at as equity and assets net s'Group the on Impact
| Group | |||||||
|---|---|---|---|---|---|---|---|
| 12 HKAS ( Amendments ) 000'\$HK |
HKFRS 10 000'HK |
HKFRS 11 000'\$HK |
Total 000'\$HK |
||||
| /Increase decrease( in) interests in associates |
— | 127,377 ) |
3,498,828 | ) ( 3,371,451 ( |
|||
| Increase in interests in joint ventures |
390,430 | — | 3,498,828 | 3,889,258 | |||
| Increase in available sale-for- |
|||||||
| financial assets |
164,900 | — | — | 164,900 | |||
| Decrease in deferred tax |
1,197,748 | — | — | 1,197,748 | |||
| Increase net in assets |
1,753,078 | 127,377 | — | 1,880,455 | |||
| Increase in investment |
|||||||
| revaluation reserve |
164,900 | — | — | 164,900 | |||
| Decrease other in reserve |
— | (76,067) | (76,067) | ||||
| Increase in retained profits |
1,588,178 | 203,444 | — | 1,791,622 | |||
| Increase equity in |
1,753,078 | 127,377 | — | 1,880,455 |
2012 July 31
(continued (Disclosures and Policies Accounting in Changes 2.2
revised and new of adoption early the of statements financial on Effects2.2.3 (continued (HKFRSs
| Group | ||||||||
|---|---|---|---|---|---|---|---|---|
| Originally | 12 HKAS | |||||||
| (stated | Amendments ) |
11 HKFRS | Restated | |||||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |||||
| Interests in associates |
||||||||
| ( including amounts due |
||||||||
| to associates ( |
5,048,312 | ) — 2,560,956 ( |
2,487,356 | |||||
| Interests joint in ventures |
— | 286,191 | 2,560,956 | 2,847,147 | ||||
| Available sale-for- |
||||||||
| financial assets |
883,183 | 152,754 | — | 1,035,937 | ||||
| Deferred tax |
) 1,160,297 ( |
1,065,836 | — | (94,461) | ||||
| Other assets and liabilities |
7,475,777 | — | — | 7,475,777 | ||||
| Net assets |
12,246,975 | 1,504,781 | — | 13,751,756 | ||||
| Investment revaluation |
||||||||
| reserve | 833,856 | 152,754 | — | 986,610 | ||||
| Retained profits |
2,057,428 | 1,352,027 | — | 3,409,455 | ||||
| Other reserves |
9,067,757 | — | — | 9,067,757 | ||||
| -Non controlling interests |
287,934 | — | — | 287,934 | ||||
| Total equity |
12,246,975 | 1,504,781 | — | 13,751,756 |
2011 July 31 at as equity and assets net s'Group the on Impact
2012 July 31
(continued (Disclosures and Policies Accounting in Changes 2.2
revised and new of adoption early the of statements financial on Effects2.2.3 (continued (HKFRSs
| Impact | Group | assets | equity | August 1 |
|---|---|---|---|---|
| the on | net s' | and | at as | 2010 |
| Group | |||||||
|---|---|---|---|---|---|---|---|
| Originally | 12 HKAS | ||||||
| (stated | Amendments ) |
11 HKFRS | Restated | ||||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | ||||
| Interests in associates |
|||||||
| ( including amounts due |
|||||||
| to associates ( |
3,725,761 | 182,342 | ) 1,656,240 ( |
2,251,863 | |||
| Interests joint in ventures |
— | 194,800 | 1,656,240 | 1,851,040 | |||
| Available sale-for- |
|||||||
| financial assets |
657,994 | 112,522 | — | 770,516 | |||
| Deferred tax |
(975,875) | 886,648 | — | (89,227) | |||
| Other assets and liabilities |
6,258,941 | — | — | 6,258,941 | |||
| Net assets |
9,666,821 | 1,376,312 | — | 11,043,133 | |||
| Investment revaluation |
|||||||
| reserve | 699,769 | 129,706 | — | 829,475 | |||
| Retained /profits |
|||||||
| ( accumulated (losses |
(292,009) | 1,246,606 | — | 954,597 | |||
| Other reserves |
8,997,930 | — | — | 8,997,930 | |||
| -Non controlling interests |
261,131 | — | — | 261,131 | |||
| Total equity |
9,666,821 | 1,376,312 | — | 11,043,133 |
2012 July 31 at as equity and assets net s'Company the on Impact
| Company | |||
|---|---|---|---|
| 12 HKAS | |||
| ( Amendments ) |
HKFRS 11 |
Total | |
| 000'\$HK | 000'\$HK | 000'\$HK | |
| Decrease in interests in associates |
— | ) (393,522 |
) (393,522 |
| Increase in interests joint in ventures |
— | 393,522 | 393,522 |
| Decrease in deferred tax |
794,686 | — | 794,686 |
| Total increase net in assets |
794,686 | — | 794,686 |
| Decrease in accumulated losses |
|||
| and increase equity in |
794,686 | — | 794,686 |
2012 July 31
(continued (Disclosures and Policies Accounting in Changes 2.2
revised and new of adoption early the of statements financial on Effects2.2.3 (continued (HKFRSs
2011 July 31 at as equity and assets net s'Company the on Impact
| Company | ||||||
|---|---|---|---|---|---|---|
| Originally | 12 HKAS | |||||
| (stated | Amendments ) |
11 HKFRS | Restated | |||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |||
| Interests in associates |
391,031 | — | (382,044) | 8,987 | ||
| Interests joint in ventures |
— | — | 393,547 | 393,547 | ||
| Amounts to due associates |
— | — | (11,503) | (11,503) | ||
| Deferred tax |
(762,688) | 714,710 | — | (47,978) | ||
| Other assets and liabilities |
6,636,669 | — | — | 6,636,669 | ||
| Net assets |
6,265,012 | 714,710 | — | 6,979,722 | ||
| Accumulated losses |
) 2,681,709 ( |
714,710 | ) — 1,966,999 ( |
|||
| Other reserves |
8,946,721 | — | — | 8,946,721 | ||
| Total equity |
6,265,012 | 714,710 | — | 6,979,722 |
2010 August 1 at as equity and assets net s'Company the on Impact
| Company | |||||||
|---|---|---|---|---|---|---|---|
| Originally | 12 HKAS | ||||||
| (stated | Amendments ) |
11 HKFRS | Restated | ||||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | ||||
| Interests in associates |
391,002 | — | (382,019) | 8,983 | |||
| Interests joint in ventures |
— | — | 393,522 | 393,522 | |||
| Amounts to due associates |
— | — | (11,503) | (11,503) | |||
| Deferred tax |
(663,483) | 618,021 | — | (45,462) | |||
| Other assets and liabilities |
5,970,981 | — | — | 5,970,981 | |||
| Net assets |
5,698,500 | 618,021 | — | 6,316,521 | |||
| Accumulated losses |
) 3,254,793 ( |
618,021 | ) — 2,636,772 ( |
||||
| Other reserves |
8,953,293 | — | — | 8,953,293 | |||
| Total equity |
5,698,500 | 618,021 | — | 6,316,521 |
2012 July 31
(continued (Disclosures and Policies Accounting in Changes 2.2
revised and new of adoption early the of statements financial on Effects2.2.3 (continued (HKFRSs
share per earnings s'Group the on Impact
| for Profit attributable equity the of |
year the ordinary to holders Company |
Basic earnings |
share per | Diluted earnings share per |
|||
|---|---|---|---|---|---|---|---|
| 2012 000'\$HK |
2011 000'\$HK |
2012 \$HK share per |
2011 \$HK share per |
2012 \$HK share per |
2011 \$HK share per |
||
| Amounts before restatement |
1,842,973 | 2,343,707 | 0.101 | 0.153 | 0.101 | A/N | |
| Restatement in :to relation (12 HKAS Amendments ( 10 HKFRS |
236,151 203,444 |
105,421 — |
0.013 0.011 |
0.007 — |
0.013 0.011 |
||
| Amounts after restatement |
2,282,568 | 2,449,128 | 0.125 | 0.160 | 0.125 |
Hkfrss Effective Yet Not But Issued 2.3
yet not are but issued been have that ,HKFRSs revised and new following the adopted not has Group The :statements financial these in ,effective
| Amendments to HKFRSs |
Annual Improvements to HKFRSs 2009-2011 1Cycle |
|---|---|
| Amendments to 1 HKFRS |
Government 1Loans |
| Amendments to 7 HKFRS |
Disclosures — Offsetting Financial Assets and Financial Liabilities 1 |
| Amendments to 9 HKFRS and 7 HKFRS |
Mandatory Effective Date HKFRS of and 9 Transition Disclosures 2 |
| 9 HKFRS | Financial Instruments 2 |
| 13 HKFRS | Fair Value Measurement 1 |
| Amendments to 1 HKAS |
Presentation Items of Other of Comprehensive 3Income |
| 19 HKAS Revised ( ) 2011 |
Employee 1Benefits |
| Amendments to 32 HKAS |
Offsetting Financial Assets and Financial Liabilities 4 |
| IFRIC(HK 20 Int-) |
Stripping Costs the in Production of Phase Surface a 1Mine |
2014 January 1 after or on beginning periods annual for Effective 4 2012 July 1 after or on beginning periods annual for Effective 3 2015 January 1 after or on beginning periods annual for Effective 2 2013 January 1 after or on beginning periods annual for Effective 1
above the of adoption initial upon impact the of assessment an making of process the in is Group The significant a have would they whether state to position a in yet not is Group The .HKFRSs revised and new .position financial and operations of results s'Group the on impact
2012 July 31
Policies Accounting Significant Of Summary 2.4
Subsidiaries
the direct to able is Group the that such power has Group the which over entity an is subsidiary A the with involvement its from returns variable to rights or exposure has ,activities relevant s'subsidiary .returns the of amount the affect to subsidiary the over power its use to ability the has and subsidiary
the over power has it ,investee an of rights voting the of majority a than less has Company the When activities relevant the direct to ability practical the it give to sufficient are rights voting the when investee whether assessing in circumstances and facts relevant all considers Group The .unilaterally investee the of :including ,power it give to sufficient are investee an in rights voting s'Group the not or
- the of holdings of dispersion and size the to relative rights voting of holding s'Group the of size the• ;holders vote other
- ;parties other or holders vote other ,Group the by held rights voting potential•
- and; arrangements contractual other from arising rights•
- the ,have not does or ,has Group the that indicate that circumstances and facts additional any• including ,made be to need decisions that time the at activities relevant the direct to ability current .meetings' shareholders previous at patterns voting
there that indicate circumstances and facts if investee an controls it not or whether reassesses Group The .above listed control of elements the of more or one to changes are
dividends of extent the to statement income s'Company the in included are subsidiaries of results The any less cost at stated are subsidiaries in investments s'Company The .receivable and received .losses impairment accumulated
Associates
ownership s'Group the on based Group the by assessed is influence significant of existence The and) shares convertible or exercisable potentially as well as ownership direct its considering (percentage subject arrangement joint a or subsidiary a being not ,entity an is associate An .rights contractual other over and 20% than less not generally of interest voting equity an has Group the which in ,control joint to associates in investments s'Group The .influence significant exercise to position a in is Group the which the under assets net of share s'Group the at position financial of statement consolidated the in stated are any line into bring to made are Adjustments .losses impairment any less ,accounting of method equity reserves and results acquisition-post the of share s'Group The .exist may that policies accounting dissimilar consolidated and income comprehensive of statement consolidated the in included is associates of and Group the between transactions from resulting losses and gains Unrealised .respectively ,reserves where except ,associates the in investments s'Group the of extent the to eliminated are associates its the from arising Goodwill .transferred asset the of impairment an of evidence provide losses unrealised individually not is and associates in investments s'Group the of part as included is associates of acquisition .impairment for tested
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
(continued (Associates
dividends of extent the to statement income s'Company the in included are associates of results The and assets current-non as treated are associates in investments s'Company The .receivable and received .losses impairment any less cost at stated are
with accordance in for accounted is it ,sale for held as classified is associate an in investment an When ."Operations Discontinued and Sale for Held Assets current-Non "5 HKFRS
arrangements Joint
and rights the on based ,venture joint or operation joint a either as classified are arrangements Joint .arrangement the to parties the between arrangements contractual the from arising obligations
venture Joint
have arrangement the of control joint have that parties the whereby arrangement joint a is venture joint A .arrangement the of assets net the to rights
position financial of statement consolidated the in stated are ventures joint in investments s'Group The .losses impairment any less ,accounting of method equity the under assets net of share s'Group the at s'Group The .exist may that policies accounting dissimilar any line into bring to made are Adjustments income consolidated the in included is ventures joint of reserves and results acquisition post the of share transactions from resulting losses and gains Unrealised .respectively ,reserves consolidated and statement the in investments s'Group the of extent the to eliminated are ventures joint its and Group the between .transferred asset the of impairment an of evidence provide losses unrealised where except ,ventures joint in investments s'Group the of part as included is ventures joint of acquisition the from arising Goodwill .impairment for tested individually not is and ventures joint
dividend of extent the to statement income s'Company the in included are ventures joint of results The assets current-non as treated are ventures joint in investments s'Company The .receivable and received .losses impairment any less cost at stated are and
with accordance in for accounted is it ,sale for held as classified is venture joint a in investment an When ."Operations Discontinued and Sale for Held Assets current-Non "5 HKFRS
goodwill and combinations Business
transferred consideration The .method acquisition the using for accounted are combinations Business of values fair date acquisition the of sum the is which value fair date acquisition the at measured is acquiree the of owners former the to Group the by assumed liabilities ,Group the by transferred assets business each For .acquiree the of control for exchange in Group the by issued interests equity the and or value fair at either acquiree the in interest controlling-non the measures acquirer the ,combination as expensed are costs Acquisition .assets net identifiable s'acquiree the of share proportionate the at .incurred
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
(continued (goodwill and combinations Business
appropriate for assumed liabilities and assets financial the assesses it ,business a acquires Group the When and circumstances economic ,terms contractual the with accordance in designation and classification in derivatives embedded of separation the includes This .date acquisition the at as conditions pertinent .acquiree the by contracts host
the in interest equity held previously s'Group the ,stages in achieved is combination business a When (control obtains Group the when date the .,e.i (date acquisition the at value fair to remeasured is acquiree interests from arising Amounts .statement income the in recognised is ,any if ,loss or gain resulting the and comprehensive other in recognised been previously have that date acquisition the to prior acquiree the in that if appropriate be would treatment such where statement income the to reclassified are income .of disposed were interest
acquisition the at value fair at recognised is acquirer the by transferred be to consideration contingent Any an be to deemed is which consideration contingent the of value fair the to changes Subsequent .date change a as or statement income the in either 39 HKAS with accordance in recognised is liability or asset be not shall it ,equity as classified is consideration contingent the If .income comprehensive other to .equity within settled finally is it until remeasured
,transferred consideration the of aggregate the of excess the being cost at measured initially is Goodwill held previously s'Group the of value fair any and interests controlling-non for recognised amount the the If .assumed liabilities and acquired assets identifiable net the over acquiree the in interests equity subsidiary the of assets net the of value fair the than lower is items other and consideration this of sum .purchase bargain on gain a as loss or profit in recognised ,reassessment after ,is difference the ,acquired
Goodwill .losses impairment accumulated any less cost at measured is goodwill ,recognition initial After that indicate circumstances in changes or events if frequently more or annually impairment for tested is 31 at as goodwill of test impairment annual its performs Group The .impaired be may value carrying the the from ,is combination business a in acquired goodwill ,testing impairment of purpose the For .July generating-cash of groups or ,units generating-cash s'Group the of each to allocated ,date acquisition other whether of irrespective ,combination the of synergies the from benefit to expected are that ,units .units of groups or units those to assigned are Group the of liabilities or assets
group (unit generating-cash the of amount recoverable the assessing by determined is Impairment is loss impairment an ,amount carrying the than less is) units generating-cash of group (unit generatingcash the of amount recoverable the Where .relates goodwill the which to) units generating-cash of .period subsequent a in reversed not is goodwill for recognised loss impairment An .recognised
the of part and) units generating-cash of group (unit generating-cash a of part forms goodwill Where is of disposed operation the with associated goodwill the ,of disposed is unit that within operation the of disposal on loss or gain the determining when operation the of amount carrying the in included the of values relative the on based measured is circumstance this in of disposed Goodwill .operation .retained unit generating-cash the of portion the and of disposed operation
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
assets financial-non of Impairment
required is asset an for testing impairment annual when or ,exists impairment of indication an Where properties investment ,assets financial ,inventories ,sale for development under properties than other( of higher the is amount recoverable s'asset An .estimated is amount recoverable s'asset the ,)goodwill and for determined is and ,sell to costs less value fair its and use in value s'unit generating-cash or s'asset the those of independent largely are that inflows cash generate not does asset the unless ,asset individual an .belongs asset the which to unit generatingcash the for determined is amount recoverable the case which in ,assets of groups or assets other from
.amount recoverable its exceeds asset an of amount carrying the if only recognised is loss impairment An a using value present their to discounted are flows cash future estimated the ,use in value assessing In risks the and money of value time the of assessments market current reflects that rate discount tax-pre it which in period the in statement income the to charged is loss impairment An .asset the to specific for accounted is loss impairment the case which in ,amount revalued a at carried is asset the unless ,arises .asset revalued that for policy accounting relevant the with accordance in
that indication any is there whether to as period reporting each of end the at made is assessment An indication an such If .decreased have may or exist longer no may losses impairment recognised previously other asset an of loss impairment recognised previously A .estimated is amount recoverable the ,exists the determine to used estimates the in change a been has there if only reversed is goodwill than would that amount carrying the than higher amount an to not but ,asset that of amount recoverable recognised been loss impairment no had) amortisation/depreciation any of net (determined been have in statement income the to credited is loss impairment an such of reversal A .years prior in asset the for of reversal the case which in ,amount revalued a at carried is asset the unless ,arises it which in period the revalued that for policy accounting relevant the with accordance in for accounted is loss impairment the .asset
parties Related
:if Group the to related be to considered is party A
- person that and family s'person that of member close a or person a is party the) a(
- ;Group the over control joint or control has) i(
- or; Group the over influence significant has) ii(
- ;Group the of parent a of or Group the of personnel management key the of member a is) iii(
- or
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
(continued (parties Related
- :applies conditions following the of any where entity an is party the) b(
- ;group same the of members are Group the and entity the) i(
- or subsidiary ,parent a of or (entity other the of venture joint or associate an is entity one) ii( ;(entity other the of subsidiary fellow
- ;party third same the of ventures joint are Group the and entity the) iii(
- third the of associate an is entity other the and entity third a of venture joint a is entity one) iv( ;entity
- the either of employees of benefit the for plan benefit employment-post a is entity the) v( ;Group the to related entity an or Group
- and); a (in identified person a by controlled jointly or controlled is entity the) vi(
- key the of member a is or entity the over influence significant has) i)(a (in identified person a) vii( .(entity the of parent a of or (entity the of personnel management
depreciation and equipment and plant ,Property
impairment any and depreciation accumulated less cost at stated are equipment and plant ,Property any and price purchase its comprises equipment and plant ,property of item an of cost The .losses .use intended its for location and condition working its to asset the bringing of costs attributable directly such ,operation into put been have equipment and plant ,property of items after incurred Expenditure is it which in period the in statement income the to charged normally is ,maintenance and repairs as is inspection major a for expenditure the ,satisfied are criteria recognition the where situations In .incurred plant ,property of parts significant Where .replacement a as asset the of amount carrying the in capitalised individual as parts such recognises Group the ,intervals at replaced be to required are equipment and .accordingly them depreciates and lives useful specific with assets
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
(continued (depreciation and equipment and plant ,Property
plant ,property of item each of cost the off write to basis line-straight the on calculated is Depreciation this for used rates annual principal The .life useful estimated its over value residual its to equipment and :follows as are purpose
| Hotel properties |
the Over remaining lease terms |
|---|---|
| Leasehold buildings |
the Over remaining lease terms |
| Leasehold improvements |
20% |
| Furniture fixtures , and equipment |
10% 20% — |
| Motor vehicles |
10% 25% — |
| Computers | 10% 25% — |
| Motor vessels |
25% |
item that of cost the ,lives useful different have equipment and plant ,property of item an of parts Where .separately depreciated is part each and parts the among basis reasonable a on allocated is
at ,appropriate if adjusted and ,reviewed are method depreciation the and lives useful ,values Residual .end year financial each at least
derecognised is recognised initially part significant any and equipment and plant ,property of item An loss or gain Any .disposal or use its from expected are benefits economic future no when or disposal upon the is derecognised is asset the year the in statement income the in recognised retirement or disposal on .asset relevant the of amount carrying the and proceeds sales net the between difference
any less cost at stated is which ,construction under building a represents progress in Construction capitialised and construction of costs direct the comprises Cost .depreciated not is and ,losses impairment is progress in Construction .construction of period the during funds borrowed related on costs borrowing for ready and completed when equipment and plant ,property of category appropriate the to reclassified .use
properties Investment
an under interest leasehold the including (buildings and land in interests are properties Investment (property investment an of definition the meet otherwise would which property a for lease operating supply or production the in use for than rather ,appreciation capital for or/and income rental earn to held These .business of course ordinary the in sale for or; purposes administrative for or services or goods of Such .properties investment as use future for developed or constructed being are that properties include ,recognition initial to Subsequent .costs transaction including ,cost at initially measured are properties reporting the of end the at conditions market reflects which ,value fair at stated are properties investment period reporting of end the at development or construction of course the in still are they unless ,period .time that at determined reliably be cannot value fair their and
income the in included are properties investment of values fair the in changes from arising losses or Gains .arise they which in year the in statement
income the in recognised are property investment an of disposal or retirement the on losses or gains Any .disposal or retirement the of year the in statement
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
Leases
are lessor the with remain assets of ownership of risks and rewards the all substantially where Leases under Group the by leased assets ,lessor the is Group the Where .leases operating as for accounted are leases operating the under receivable rentals and ,assets current-non in included are leases operating the is Group the Where .terms lease the over basis line-straight the on statement income the to credited .terms lease the over basis linestraight the on statement income the to charged are leases operating the under payable rentals ,lessee
subsequently and cost at stated initially are leases operating under payments lease land Prepaid .terms lease the over basis line-straight the on recognised
sale for development under Properties
comprises Cost .value realisable net and cost of lower at stated are sale for development under Properties the to attributable costs direct other any with together land of cost or payments lease land prepaid the .period development the during capitalised expenses related other and properties the of development individual an on prices market prevailing on based directors the by determined is value realisable Net .property the selling in incurred be to costs and completion of costs estimated less basis property
are properties these ,completed are properties these of developments or constructions the Once .assets of categories appropriate the to reclassified
sale for properties Completed
includes Cost .value realisable net and cost of lower the at stated are sale for properties Completed such to attributable costs direct other and costs borrowing applicable ,expenditure development all to attributable costs building and land total the of apportionment by determined is Cost .properties prices market prevailing on based directors the by determined is value realisable Net .properties unsold .property the selling in incurred be to costs less basis property individual an on
assets financial other and Investments
measurement and recognition Initial
,investments debt maturity-to-held as classified are 39 HKAS of scope the within assets Financial financial sale-for-available and receivables and loans ,loss or profit through value fair at assets financial The .appropriate as ,hedge effective an in instruments hedging as designated derivatives as or ,assets and allowed when ,and recognition initial at assets financial its of classification the determines Group are assets financial When .period reporting the of end the at designation this evaluates-re ,appropriate value fair at not investments of case the in ,plus ,value fair at measured are they ,initially recognised .costs transaction attributable directly ,loss or profit through
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
(continued (assets financial other and Investments
(continued (measurement and recognition Initial
date the ,is that ,date trade the on recognised are assets financial of sales and purchases way regular All purchases are sales or purchases way Regular .asset the sell or purchase to commits Group the that by established generally period the within assets of delivery require that assets financial of sales or .marketplace the in convention or regulation
debtors trade ,ventures joint and associates from due amounts include assets financial s'Group The equity ,investments debt maturity-to-held ,assets financial sale-for-available ,receivables other and and cash and ,deposits time and balances bank pledged ,loss or profit through value fair at investments .equivalents cash
measurement Subsequent
:follows as classification their on depends assets financial of measurement subsequent The
investments debt maturity-to-Held
classified are maturity fixed and payments determinable or fixed with assets financial derivative-Non .impairment for allowance any less cost amortised at measured subsequently are investments maturityto-Held .maturity to hold to ability and intention positive the has Group the when maturity-to-held as minus or plus ,repayments principal minus recognised initially amount the as computed is cost Amortised initially the between difference any of method interest effective the using amortisation cumulative the between received or paid fees all includes calculation This .amount maturity the and amount recognised other all and costs transaction ,rate interest effective the of part integral an are that contract the to parties investments the when statement income the in recognised are losses and Gains .discounts and premiums .process amortisation the through as well as ,impaired or derecognised are
loss or profit through value fair at assets Financial
financial and trading for held assets financial include loss or profit through value fair at assets Financial are assets Financial .loss or profit through value fair at as recognition initial upon designated assets category This .term near the in sale of purpose the for acquired are they if trading for held as classified hedging as designated not are that Group the by into entered instruments financial derivative includes embedded separated including ,Derivatives 39. HKAS by defined as relationships hedge in instruments hedging effective as designated are they unless trading for held as classified also are ,derivatives financial of statement the in carried are loss or profit through value fair at assets Financial .instruments These .statement income consolidated the in recognised value fair in changes with value fair at position are which ,assets financial these on earned interest or dividends any include not do changes value fair net .below" recognition Revenue "for out set policies the with accordance in recognised
assess to) trading for held (loss or profit through value fair at assets financial its evaluates Group The trade to unable is Group the When .appropriate still is term near the in them sell to intent the whether foreseeable the in them sell to intent s'management and markets inactive to due assets financial these .circumstances rare in assets financial these reclassify to elect may Group the ,changes significantly future ,receivables and loans to loss or profit through value fair at assets financial from reclassification The .assets the of nature the on depends investments maturity-to-held or assets financial sale-for-available
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
(continued (assets financial other and Investments
receivables and Loans
are that payments determinable or fixed with assets financial derivative-non are receivables and Loans at measured subsequently are assets such ,measurement initial After .market active an in quoted not Amortised .impairment for allowance any less method rate interest effective the using cost amortised or fees includes and acquisition on premium or discount any account into taking by calculated is cost is amortisation rate interest effective The .rate interest effective the of part integral an are that costs the in recognised is impairment from arising loss The .statement income the in income finance in included .statement income consolidated
assets financial sale-for-Available
debt and equity unlisted and listed in assets financial derivative-non are assets financial sale-for-Available held as classified neither are which those are sale for available as classified investments Equity .securities those are category this in securities Debt .loss or profit through value fair at designated nor trading for needs to response in sold be may which and time of period indefinite an for held be to intended are which .conditions market in changes to response in or liquidity for
,value fair at measured subsequently are assets financial sale-for-available ,recognition initial After sale-for-available the in income comprehensive other as recognised losses or gains unrealised with gain cumulative the time which at ,derecognised is investment the until reserve valuation investment to determined is investment the until or ,income other in statement income the in recognised is loss or other in statement income the in recognised is loss or gain cumulative the time which at ,impaired be and Interest .reserve valuation investment sale-for-available the from removed and expenses operating recognised are and respectively ,income dividend and income interest as reported are earned dividends "recognition Revenue "for out set policies the with accordance in income other as statement income the in .below
in variability the) a (because measured reliably be cannot securities equity unlisted of value fair the When the of probabilities the) b (or investment that for significant is estimates value fair reasonable of range the such ,value fair estimating in used and assessed reasonably be cannot range the within estimates various .losses impairment any less cost at stated are securities
in them sell to intention and ability the whether assets financial sale-for-available its evaluates Group The inactive to due assets financial these trade to unable is Group the When .appropriate still are term near the may Group the ,future foreseeable the in changes significantly so do to intent s'management and markets is receivables and loans to Reclassification .circumstances rare in assets financial these reclassify to elect the has Group the and receivables and loans of definition the meet assets financial the when permitted maturity the until hold to intent and ability the has entity the when only permitted is category maturity-toheld the to Reclassification .maturity to or future foreseeable the for assets these hold to ability and intent .asset financial the of date
that on loss or gain previous any ,category sale-for-available the of out reclassified asset financial a For the of life remaining the over loss or profit to amortised is equity in recognised been has that asset the and cost amortised new the between difference Any .rate interest effective the using investment .rate interest effective the using asset the of life remaining the over amortised also is flows cash expected reclassified is equity in recorded amount the then ,impaired be to determined subsequently is asset the If .statement income the to
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
assets financial of Derecognition
financial similar of group a of part or asset financial a of part a ,applicable where ,or (asset financial A :when derecognised is) assets
- or; expired have asset the from flows cash receive to rights the•
- an assumed has or asset the from flows cash receive to rights its transferred has Group the• a under party third a to delay material without full in flows cash received the pay to obligation and risks the all substantially transferred has Group the) a (either and; arrangement" through-pass" risks the all substantially retained nor transferred neither has Group the) b (or ,asset the of rewards .asset the of control transferred has but ,asset the of rewards and
rewards and risks the all substantially retained nor transferred neither has and ,arrangement throughpass a into entered has or asset an from flows cash receive to rights its transferred has Group the When s'Group the of extent the to recognised is asset the ,asset the of control transferred nor asset the of .liability associated an recognises also Group the ,case that In .asset the in involvement continuing and rights the reflects that basis a on measured are liability associated the and asset transferred The .retained has Group the that obligations
the at measured is asset transferred the over guarantee a of form the takes that involvement Continuing the that consideration of amount maximum the and asset the of amount carrying original the of lower .repay to required be could Group
assets financial of Impairment
a that evidence objective any is there whether period reporting each of end the at assesses Group The is assets financial of group a or asset financial A .impaired is assets financial of group a or asset financial more or one of result a as impairment of evidence objective is there ,if only and ,if impaired be to deemed loss that and") event loss "incurred an (asset the of recognition initial the after occurred has that events financial of group the or asset financial the of flows cash future estimated the on impact an has event or debtor a that indications include may impairment of Evidence .estimated reliably be can that assets or interest in delinquency or default ,difficulty financial significant experiencing is debtors of group a and reorganisation financial other or bankruptcy enter will they that probability the ,payments principal as such ,flows cash future estimated the in decrease measurable a is there that indicating data observable .defaults with correlate that conditions economic or arrears in changes
cost amortised at carried assets Financial
objective whether individually assesses first Group the ,cost amortised at carried assets financial For for collectively or ,significant individually are that assets financial for exists impairment of evidence evidence objective no that determines Group the If .significant individually not are that assets financial the includes it ,not or significant whether ,asset financial assessed individually an for exists impairment of for them assesses collectively and characteristics risk credit similar with assets financial of group a in asset or ,is loss impairment an which for and impairment for assessed individually are that Assets .impairment .impairment of assessment collective a in included not are recognised ,be to continues
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
(continued (assets financial of Impairment
(continued (cost amortised at carried assets Financial
is loss the of amount the ,incurred been has loss impairment an that evidence objective is there If estimated of value present the and amount carrying s'asset the between difference the as measured the of value present The .)incurred been yet not have that losses credit future excluding (flows cash future the .,e.i (rate interest effective original s'asset financial the at discounted is flows cash future estimated discount the ,rate interest variable a has loan a If .)recognition initial at computed rate interest effective .rate interest effective current the is loss impairment any measuring for rate
of amount the and account allowance an of use the through reduced is asset the of amount carrying The reduced the on accrued be to continues income Interest .statement income the in recognised is loss the the for flows cash future the discount to used interest of rate the using accrued is and amount carrying allowance associated any with together receivables and Loans .loss impairment the measuring of purpose .recovery future of prospect realistic no is there when off written are
because decreases or increases loss impairment estimated the of amount the ,period subsequent a in ,If loss impairment recognised previously the ,recognised was impairment the after occurring event an of the ,recovered later is off-write future a If .account allowance the adjusting by reduced or increased is .statement income the to credited is recovery
cost at carried Assets
equity unquoted an on incurred been has loss impairment an that evidence objective is there If amount the ,measured reliably be cannot value fair its because value fair at carried not is that instrument of value present the and amount carrying s'asset the between difference the as measured is loss the of .asset financial similar a for return of rate market current the at discounted flows cash future estimated .reversed not are assets these on losses Impairment
assets financial sale-for-Available
whether period reporting each of end the at assesses Group the ,assets financial sale-for-available For .impaired is investments of group a or investment an that evidence objective is there
its between difference the comprising amount an ,impaired is asset financial sale-for-available an If loss impairment any less ,value fair current its and) amortisation and payment principal any of net (cost and income comprehensive other from removed is ,statement income the in recognised previously .statement income the in recognised
a include would evidence objective ,sale for available as classified investments equity of case the In of determination The .cost its below investment an of value fair the in decline prolonged or significant cost original the against evaluated is" Significant ".judgement requires" prolonged "or" significant "is what original its below been has value fair the which in period the against" prolonged "and investment the of between difference the as measured — loss cumulative the ,impairment of evidence is there Where .cost previously investment that on loss impairment any less ,value fair current the and cost acquisition the recognised and income comprehensive other from removed is — statement income the in recognised not are sale for available as classified instruments equity on losses Impairment .statement income the in recognised are impairment after value fair their in Increases .statement income the through reversed .income comprehensive other in directly
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
liabilities Financial
measurement and recognition Initial
through value fair at liabilities financial as classified are 39 HKAS of scope the within liabilities Financial effective an in instruments hedging as designated derivatives as or ,borrowings and loans ,loss or profit initial at liabilities financial its of classification the determines Group The .appropriate as ,hedge .recognition
plus ,borrowings and loans of case the in and value fair at initially recognised are liabilities financial All .costs transaction attributable directly
and payables other ,creditors trade ,associates to due amounts include liabilities financial s'Group The .borrowings bank and accruals
measurement Subsequent
:follows as classification their on depends liabilities financial of measurement The
borrowings and Loans
amortised at measured subsequently are borrowings and loans bearing-interest ,recognition initial After in ,immaterial be would discounting of effect the unless method rate interest effective the using ,cost the when statement income the in recognised are losses and Gains .cost at stated are they case which .process amortisation method rate interest effective the through as well as derecognised are liabilities
fees and acquisition on premium or discount any account into taking by calculated is cost Amortised is amortisation rate interest effective The .rate interest effective the of part integral an are that costs or .statement income the in costs finance in included
liabilities financial of Derecognition
or ,cancelled or discharged is liability the under obligation the when derecognised is liability financial A .expires
different substantially on lender same the from another by replaced is liability financial existing an When is modification or exchange an such ,modified substantially are liability existing an of terms the or ,terms difference the and ,liability new a of recognition a and liability original the of derecognition a as treated .statement income the in recognised is amounts carrying respective the between
instruments financial of Offsetting
of statement the in reported is amount net the and offset are liabilities financial and assets Financial recognised the offset to right legal enforceable currently a is there ,if only and ,if position financial liabilities the settle and assets the realise to or ,basis net a on settle to intention an is there and amounts .simultaneously
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
instruments financial of value Fair
to reference by determined is markets active in traded are that instruments financial of value fair The short for price ask and positions long for price bid (quotations price dealer or prices market quoted no is there where instruments financial For .costs transaction for deduction any without ,)positions techniques Such .techniques valuation appropriate using determined is value fair the ,market active another of value market current the to reference; transactions market length s'arm recent using include .models valuation other and; analysis flow cash discounted a; same the substantially is which instrument
Inventories
obsolete for allowance due making after value realisable net and cost of lower the at stated are Inventories restaurant and hotel in used supplies and linen ,cutlery ,beverages ,food for Cost .items moving-slow or estimated the on based is value realisable Net .basis out-first ,in-first the on determined is operations .disposal and completion to incurred be to costs estimated any less prices selling
equivalents cash and Cash
cash comprise equivalents cash and cash ,flows cash of statement consolidated the of purpose the For into convertible readily are that investments liquid highly term short and ,deposits demand and hand on maturity short a have and ,value in changes of risk insignificant an to subject are ,cash of amounts known demand on repayable are which overdrafts bank less ,acquired when months three within generally of .management cash s'Group the of part integral an form and
hand on cash comprise equivalents cash and cash ,position financial of statement the of purpose the For to as restricted not are which ,cash to nature in similar assets and ,deposits term including ,banks at and .use
Provisions
a of result a as arisen has) constructive or legal (obligation present a when recognised is provision A ,obligation the settle to required be will resources of outflow future a that probable is it and event past .obligation the of amount the of made be can estimate reliable a that provided
value present the is provision a for recognised amount the ,material is discounting of effect the When the settle to required be to expected expenditures future the of period reporting the of end the at is time of passage the from arising amount value present discounted the in increase The .obligation .statement income the in costs finance in included
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
tax Income
and expense or income as recognised is tax Income .tax deferred and current comprises tax Income an or transaction a to relating tax income that except ,period the for statement income the in included ,recognised is ,statement income the outside period different a or same the in recognised is which ,event .appropriate as equity in directly or income comprehensive other in either
to expected amount the at measured are periods prior and current the for liabilities and assets tax Current .authorities taxation the to paid or from recovered be
the of end the at differences temporary all on ,method liability the using ,provided is tax Deferred financial for amounts carrying their and liabilities and assets of bases tax the between period reporting .purposes reporting
:except ,differences temporary taxable all for recognised are liabilities tax Deferred
- a in liability or asset an of recognition initial the from arises liability tax deferred the where• neither affects ,transaction the of time the at ,and combination business a not is that transaction and; loss or profit taxable nor profit accounting the
- and subsidiaries in investments with associated differences temporary taxable of respect in• is it and controlled be can differences temporary the of reversal the of timing the where ,associates .future foreseeable the in reverse not will differences temporary the that probable
tax unused of carryforward ,differences temporary deductible all for recognised are assets tax Deferred against available be will profit taxable that probable is it that extent the to ,losses tax unused and credits tax unused and credits tax unused of carryforward the and ,differences temporary deductible the which :except ,utilised be can losses
- initial the from arises differences temporary deductible the to relating asset tax deferred the where• the at ,and combination business a not is that transaction a in liability or asset an of recognition and; loss or profit taxable nor profit accounting the neither affects ,transaction the of time
- and subsidiaries in investments with associated differences temporary deductible of respect in• the that probable is it that extent the to recognised only are assets tax deferred ,associates available be will profit taxable and future foreseeable the in reverse will differences temporary .utilised be can differences temporary the which against
and date period reporting each of end the at reviewed is assets tax deferred of amount carrying The allow to available be will profit taxable sufficient that probable longer no is it that extent the to reduced assets tax deferred unrecognised previously ,Conversely .utilised be to asset tax deferred the of part or all that probable is it that extent the to recognised are and period reporting each of end the at reassessed are .utilised be to asset tax deferred the of part or all allow to available be will profit taxable sufficient
period the to apply to expected are that rates tax the at measured are liabilities and assets tax Deferred been have that) laws tax and (rates tax on based ,settled is liability the or realised is asset the when .period reporting the of end the at enacted substantively or enacted
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
(continued (tax Income
off set to exists right enforceable legally a if offset are liabilities tax deferred and assets tax Deferred entity taxable same the to relate taxes deferred the and liabilities tax current against assets tax current .authority taxation same the and
properties investment for assets tax deferred and liabilities tax deferred measuring of purposes the For the ,"Property Investment "40 HKAS with accordance in model value fair the using measured are that presumption the unless ,sale through recovered be to presumed are properties such of amounts carrying within held is and depreciable is property investment the when rebutted is presumption The .rebutted is economic the of all substantially consume to is objective business whose Group the of model business a is presumption the If .sale through than rather ,time over property investment the in embodied benefits in measured are properties investment such for assets tax deferred and liabilities tax deferred ,rebutted to as manner expected the on based .,e.i (12 HKAS in out set principles general above the with accordance .(recovered be will properties the how
recognition Revenue
when and Group the to flow will benefits economic the that probable is it when recognised is Revenue :bases following the on ,reliably measured be can revenue the
- binding a of establishment the upon ,sale for developed properties completed of sale the from) a( the by permit occupation an of issue the and ,properties of sale the of respect in contract the by compliance of certificate a or Region Administrative Special Kong Hong the of government ;later is whichever ,authorities government relevant
- on and let are properties the which in period the in ,income fee management property and rental) b( ;terms lease the over basis line-straight the
- in ,services related other of provision the and operations restaurant and hotel from income service) c( ;rendered are services such which in period the
- that rate the applying by method interest effective the using basis accrual an on ,income interest) d( instrument financial the of life expected the through receipts cash future estimated the discounts and; asset financial the of amount carrying net the to
- .established been has payment receive to right' shareholders the when ,income dividend) e(
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
Dividends
profits retained of allocation separate a as classified are directors of board the by proposed dividends Final the by approved been have they until ,position financial of statement the of section equity the within and shareholders the by approved been have dividends these When .meeting general a in shareholders .liability a as recognised are they ,declared
of memorandum s'Company the because ,declared and proposed simultaneously are dividends Interim ,Consequently .dividends interim declare to authority the directors the grant laws-bye and association .declared and proposed are they when liability a as immediately recognised are dividends interim
costs Borrowing
,assets qualifying of production or construction ,acquisition the to attributable directly costs Borrowing are ,sale or use intended their for ready get to time of period substantial a take necessarily that assets .,e.i the when ceases costs borrowing such of capitalisation The .assets those of cost the of part as capitalised temporary the on earned income Investment .sale or use intended their for ready substantially are assets from deducted is assets qualifying on expenditure their pending borrowings specific of investment are they which in period the in expensed are costs borrowing other All .capitalised costs borrowing the the with connection in incurs entity an that costs other and interest of consist costs Borrowing .incurred .funds borrowing
currencies Foreign
functional s'Company the is which ,dollars Kong Hong in presented are statements financial These and currency functional own its determines Group the in entity Each .currency presentation and .currency functional that using measured are entity each of statements financial the in included items their using recorded initially are Group the in entities the by recorded transactions currency Foreign liabilities and assets Monetary .transactions the of dates the at ruling rates currency functional respective at ruling exchange of rates currency functional the at retranslated are currencies foreign in denominated items monetary-Non .statement income the to taken are differences All .period reporting the of end the rates exchange the using translated are currency foreign a in cost historical of terms in measured are that currency foreign a in value fair at measured items monetary-Non .transactions initial the of dates the at .determined was value fair the when date the at rates exchange the using translated are
the than other currencies are associates and subsidiaries overseas certain of currencies functional The are entities these of liabilities and assets the ,period reporting the of end the at As .dollar Kong Hong the of end the at ruling rates exchange the at Company the of currency presentation the into translated weighted the at dollars Kong Hong into translated are statements income their and period reporting other in recognised are differences exchange resulting The .year the for rates exchange average foreign a of disposal On .reserve fluctuation exchange the in accumulated and income comprehensive is operation foreign particular that to relating income comprehensive other of component the ,operation .statement income the in recognised
are subsidiaries overseas of flows cash the ,flows cash of statement consolidated the of purpose the For Frequently .flows cash the of dates the at ruling rates exchange the at dollars Kong Hong into translated Hong into translated are year the throughout arise which subsidiaries overseas of flows cash recurring .year the for rates exchange average weighted the at dollars Kong
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
benefits Employee
transactions payment based-Share
to rewards and incentives providing of purpose the for scheme option share a operates Company The including (Employees .operations s'Group the of success the to contribute who participants eligible whereby ,transactions payment based-share of form the in remuneration receive Group the of) directors .("transactions settled-equity ("instruments equity for consideration as services render employees
at value fair the to reference by measured is employees with transactions settled-equity of cost The any of taken is account no ,transactions settled-equity valuing In .granted are they which at date the market ("Company the of shares the of price the to linked conditions than other ,conditions performance .applicable if ,")conditions
,equity in increase corresponding a with together ,recognised is transactions settled-equity of cost The on date the on ending ,fulfilled are conditions service or/and performance the which in period the over cumulative The .")date vesting "the (award the to entitled fully become employees relevant the which vesting the until period reporting each of end the at transactions settled-equity for recognised expense the of estimate best s'Group the and expired has period vesting the which to extent the reflects date for statement income the to credit or charge The .vest ultimately will that instruments equity of number of end and beginning the at as recognised expense cumulative the in movement the represents period a .period that
is vesting where awards for except ,vest ultimately not do that awards for recognised is expense No the not or whether of irrespective vesting as treated are which ,condition market a upon conditional .satisfied are conditions performance other all that provided ,satisfied is condition market
the if as recognised is expense an minimum a as ,modified are award settled-equity an of terms the Where increases which ,modification any for recognised is expense an ,addition In .modified been not had terms employee the to beneficial otherwise is or ,arrangement payment based-share the of value fair total the .modification of date the at measured as
,cancellation of date the on vested had it if as treated is it ,cancelled is award settled-equity an Where award new a if ,However .immediately recognised is award the for recognised yet not expense any and is it that date the on award replacement a as designated is and ,award cancelled the for substituted is as ,award original the of modification a were they if as treated are awards new and cancelled the ,granted .paragraph previous the in described
of computation the in dilution share additional as reflected is options outstanding of effect dilutive The .share per earnings
2012 July 31
(continued (Policies Accounting Significant Of Summary 2.4
(continued (benefits Employee
forward carried leave Paid
calendar a on contracts employment their under employees its to leave annual paid provides Group The permitted is end year the at as untaken remains which leave such ,circumstances certain Under .basis year at made is accrual An .year following the in employees respective the by utilised and forward carried be to the during earned leave paid such of cost future expected material the for period reporting the of end the .forward carried and employees the by year financial current
payments service long Ordinance Employment
in Group the to service of years of number required the completed have employees s'Group the of Certain event the in Ordinance Employment Kong Hong the under payments service long for eligible be to order such that event the in payments such make to liable is Group The .employment their of termination the of .Ordinance Employment the in specified circumstances the meets employment of termination a
.made be to expected payments service long future probable the of respect in recognised is provision A by earned been have that payments future probable the of estimate best the on based is provision The .period reporting the of end the at Group the to service their from employees the
benefits Retirement
under") Schemes MPF "the (schemes benefit retirement Fund Provident Mandatory operates Group The participate to eligible are who employees those for Ordinance Schemes Fund Provident Mandatory the of those from separately held are schemes the of assets The .year the during schemes respective the in are Schemes MPF the to Contributions .funds administered independently respective the in Group the statement income the to charged are and salaries basic' employees the of percentage a on based made employer s'Group The .schemes respective the of rules the with accordance in payable become they as .Schemes MPF the into contributed when employees the with fully vest contributions
to required are China Mainland and Vietnam in operate which subsidiaries s'Group the of employees The Mainland and Vietnam in governments respective the by operated scheme pension central a in participate the to costs payroll their of percentage certain a contribute to required are subsidiaries These .China payable become they as statement income the to charged are contributions The .scheme pension central .scheme pension central the of rules the with accordance in
2012 July 31
Estimates and Judgements Accounting Significant 3.
estimates ,judgements make to management requires statements financial s'Group the of preparation The the and ,liabilities and assets ,expenses ,revenues of amounts reported the affect that assumptions and these about uncertainty ,However .period reporting the of end the at ,liabilities contingent of disclosure the to adjustment material a require could that outcomes in result could estimates and assumptions .future the in affected liabilities or assets the of amounts carrying
Judgements
following the made has management ,policies accounting s'Group the applying of process the In the on effect significant most the have which ,estimations involving those from apart ,judgements :statements financial the in recognised amounts
assets of Impairment
longer no impairment the causing previously event the or impaired is asset an whether determining In :assessing in particularly ,impairment asset of area the in judgement exercise to has Group the ,exists asset the affecting event such or value asset the affect may that occurred has event an whether) 1( net the by supported be can asset an of value carrying the whether) 2; (existence in been not has value or asset the of use continued the upon based estimated are which flows cash future of value present projections flow cash preparing in applied be to assumptions key appropriate the) 3 (and; derecognition the Changing .rate appropriate an using discounted are projections flow cash these whether including rates discount the including ,impairment of level the determine to management by selected assumptions value present net the affect materially could ,projections flow cash the in assumptions rate growth the or .test impairment the in used
tax Income
the of end the at differences temporary all on ,method liability the using provided is tax Deferred financial for amounts carrying their and liabilities and assets of bases tax the between period reporting .purposes reporting
probable is it that extent the to forward carried losses tax unused for recognised are assets tax Deferred losses tax unused the which against available be will profits taxable future that) not than likely more .,e.i( regarding judgement involves primarily Recognition .evidence available all on based ,utilised be can has asset tax deferred the which in group tax or entity legal particular the of performance future the convincing is there whether considering in evaluated also are factors other of variety A .recognised been ,realised be ultimately will assets tax deferred the of all or portion some that probable is it that evidence which in periods the and strategies planning tax ,differences temporary taxable of existence the as such financial related and assets tax deferred of amount carrying The .utilised be can losses tax estimated is there that extent the to and period reporting each of end the at reviewed are budgets and models utilisation the within available be will profits taxable sufficient that evidence convincing insufficient charged and reduced be will balance asset the ,forward carried losses tax the of utilisation allow to periods .statement income the to
2012 July 31
(continued (Estimates and Judgements Accounting Significant 3.
(continued (Judgements
indemnity tax for Provision
as arisen has) constructive or legal (obligation present a when recognised is indemnity tax for Provision China of Republic s'People the in interests property certain of disposal from arising liability tax of result a tax such that probable is it and Group the by into entered deeds indemnity certain to pursuant") PRC "the( estimated the) i (determine to required is judgement s'Management .settled be to required be will liability property individual of status and plan development latest the) ii (and; outgoings and proceeds sale .statements financial the to) c(33 note in included are details Further .project development
uncertainty Estimation
of end the at uncertainty estimation of sources key other and future the concerning assumptions key The amounts carrying the to adjustment material a causing of risk significant a have that ,period reporting the .below discussed are year financial next the within liabilities and assets of
assets financial sale-for-available and properties investment of value fair of Estimation
same the in properties similar for market active an in prices current is value fair of evidence best The ,information such of absence the In .contracts other and lease similar to subject and condition and location its making In .estimates value fair reasonable of range a within amount the determines management an in prices current) ii; (valuations independent) i (from information considers management ,judgement market available to reference by location or condition ,nature different a of properties for market active reflect to adjustments with ,markets active less in properties similar of prices recent) iii; (information and; prices those at occurred that transactions of date the since conditions economic in changes any the from derived ,flows cash future of estimates reliable on based ,projections flow cash discounted) iv( as such evidence external from) possible where (and ,contracts other and lease existing any of terms rates discount using and ,condition and location same the in properties similar for rates market current The .flows cash of timing and amount the in uncertainty the of assessments market current reflect that 2011:) \$8,570,911,000HK was 2012 July 31 at as properties investment of value fair at amount carrying 2011) \$1,171,357,000HK was 2012 July 31 at as assets financial sale-for-available of and) \$7,756,931,000HK .(\$1,020,614,000HK :)restated(
assets of test Impairment
estimation an requires This .basis annual an on least at impaired is asset an whether determines Group The the of estimate an make to Group the requires use in value the Estimating .asset the of use in value the of in rate discount suitable a choose to also and unit generating-cash the from flows cash future expected .flows cash those of value present the calculate to order
2012 July 31
Information Segment 4.
:segments reportable following the has Group the ,purpose management For
- of sale and development property in engages segment sales and development property the) a( ;properties
- and properties investment of sale and of leasing the in engages segment investment property the) b( ;purpose investment for properties of development
- ;restaurants and hotels of operation the in engages segment operations restaurant and hotel the) c( and
- services consultancy and management property s'Group the comprises segment" others "the) d( ,residential to services consultancy and security ,management property provides which ,business .restaurants and hotel ,properties commercial ,industrial ,office
of purpose the for separately segments operating s'Group the of results the monitors Management is performance Segment .assessment performance and allocation resources about decisions making The .tax before profit adjusted of measure a is which ,results segment reportable on based evaluated fair that except tax before profit s'Group the with consistently measured is tax before profit adjusted ,income interest ,indemnity tax for) provision(/provision of reversal ,properties investment on gains value joint of profits of share and associates of losses and profits of share ,income dividend ,costs finance .measurement such from excluded are ventures
sale-for-available ,ventures joint in interests ,associates in interests exclude mainly assets Segment ,investments debt maturity-to-held ,loss or profit through value fair at investments equity ,assets financial .equivalents cash and cash and ,deposits time and balances bank pledged certain
tax for provision and tax deferred ,payable tax ,borrowings bank exclude mainly liabilities Segment .indemnity
.prices market prevailing the to reference with transacted are transfers and sales Intersegment
2012 July 31
(continued (Information Segment 4.
results and revenue Segment
:segments reportable s'Group the for results and revenue present tables following The
| Property | and Hotel | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| development | sales and | investment Property | operations restaurant | Others Eliminations |
Consolidated | ||||||||
| 2012 000'\$HK |
2011 | 2012 HK 000'\$HK |
2011 \$HK 000'\$ |
2012 000'\$HK 000' |
2011 | 2012 HK 000'\$HK |
2011 \$HK 000'\$ |
2012 000'\$HK 000' |
2011 | 2012 '\$HK 000'\$HK |
2011 000'\$HK 000 |
||
| :revenue Segment external to Sales customers sales Intersegment revenue Other |
92,122 — 5,444 |
414,521 6,099 |
395,777 10,953 — 2,388 |
367,455 7,670 |
362,759 — 2 507 |
389,419 | 24,498 25,734 — 973 — |
21,519 24,916 |
— 36,687) — — |
(32,586) ( | 875,156 — 8,807 — |
1,192,914 — — 6,606 |
|
| Total | 97,566 | 420,620 | 409,118 | 375,632 | 362,761 | 389,419 | 51,205 | 46,435 | 36,687) | 32,586) ( | 883,963 ( | 1,199,520 | |
| results Segment | 11,308 | 60,036 | 306,508 | 283,523 | 76,228 | 85,816 | 4,574 | 1,119 | — | 398,618 — | 430,494 | ||
| and income Interest gain unallocated on gains value Fair properties investment expenses Unallocated /provision of Reversal for) provision( indemnity tax |
— | 793,709 — | 1,074,933 | — | — — | — — | 10,539 793,709 — 208,424) 171,435 |
47,724 1,074,933 (179,195) ( (48,379) |
|||||
| operating from Profit activities |
1,165,877 | 1,325,577 | |||||||||||
| costs Finance profits of Share losses and associates of (restated( profits of Share losses and |
2,016 | — 62 | 1,538) — | 785 ( | — — | — — | 49,823) | (47,076) ( 847 478 |
|||||
| associates of unallocated— (restated( joint of profits of Share restated (ventures |
62,531 ( | 436,445 | 648,437 | 554,308 | — | — — | — — | 440,643 710,968 — |
270,214 990,753 |
||||
| Discount acquisition on interest additional of associate an in deemed on Loss in interest of disposal associate an |
88,695 | — (3,552) — |
|||||||||||
| tax before Profit (restated (Tax |
2,356,838 31,110) |
2,536,763 (38,042) ( |
|||||||||||
| year the for Profit | 2,325,728 | 2,498,721 |
2012 July 31
(continued (Information Segment 4.
liabilities and assets Segment
:segments reportable s'Group the for liabilities and assets total the presents table following The
| Property | and Hotel | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| development | sales and | investment Property | restaurant operations |
Others | Eliminations | Consolidated | ||||||
| 2012 000'\$HK |
2011 | 2012 HK 000'\$HK |
2011 \$HK 000'\$ |
2012 000'\$HK 000' |
2011 HK 000'\$HK |
2012 | 2011 \$HK 000'\$ |
2012 000'\$HK 000' |
2011 | 2012 '\$HK 000'\$HK |
2011 000'\$HK 000 |
|
| assets Segment associates in Interests |
1,398,555 | 1,258,813 | 8,705,592 | 7,794,466 | 558,074 | 557,901 | 56,819 | 55,143 | — | 10,719,040 — | 9,666,323 | |
| (restated( associates in Interests unallocated— (restated( |
9,503 | 7,600 | — | 11,214 — | 4,975 | — | — — | 20,717 — 3,062,970 |
12,575 2,490,635 |
|||
| joint in Interests restated (ventures assets Unallocated |
256,363 ( | 713,832 | 3,632,895 | 2,133,315 | — | — — | — — | 3,889,258 — 2,638,595 |
2,847,147 2,121,423 |
|||
| assets Total | 20,330,580 | 17,138,103 | ||||||||||
| liabilities Segment borrowings Bank unallocated Other |
44,301 | 33,382 | 119,140 | 106,291 | 56,456 | 47,743 | 6,115 | 14,690 | — | 226,012 — 2,812,222 |
202,106 2,416,537 |
|
| (restated (liabilities liabilities Total |
608,064 3,646,298 |
767,704 3,386,347 |
information segment Other
| Property | and Hotel | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| development sales and |
investment Property restaurant operations |
Others | Eliminations | Consolidated | ||||||||
| 2012 000'\$HK |
2011 | 2012 HK 000'\$HK |
2011 \$HK 000'\$ |
2012 000'\$HK 000' |
2011 | 2012 HK 000'\$HK |
2011 \$HK 000'\$ |
2012 000'\$HK 000' |
2011 | 2012 '\$HK 000'\$HK |
2011 000'\$HK 000 |
|
| Amortisation prepaid of payments lease land |
— | — — | 1,028 — | 1,028 | — | — — | 1,028 — | 1,028 | ||||
| Depreciation Depreciation |
127 | 10 124 | 17,664 29 | 17,044 | 102 | — 135 | 17,903 — | 17,332 | ||||
| unallocated— | 6,615 24,518 |
6,137 23,469 |
||||||||||
| expenditure Capital expenditure Capital |
211,751 | 197,816 | 90,613 | 237,068 | 16,435 | 11,183 | 61 | — 21 | 318,860 — | 446,088 | ||
| unallocated— | 6,417 325,277 |
780 446,868 |
2012 July 31
(continued (Information Segment 4.
information Geographical
31 ended years the for assets of location geographical by asset and revenue presents table following The 2011: and 2012 July
| Kong Hong | Vietnam Others |
Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | ||
| Segment revenue |
|||||||||
| Sales external to |
|||||||||
| customers | 555,205 | 843,028 | 302,324 | 324,622 | 17,627 | 25,264 | 875,156 | 1,192,914 | |
| Other revenue |
8,807 | 6,606 | — | — | — | — | 8,807 | 6,606 | |
| Total | 564,012 | 849,634 | 302,324 | 324,622 | 17,627 | 25,264 | 883,963 | 1,199,520 | |
| Segment assets |
|||||||||
| Non current- assets |
9,733,407 | 8,648,940 | 294,313 | 294,418 | 216,992 | 220,889 | 10,244,712 | 9,164,247 | |
| Current assets |
176,353 | 256,952 | 238,774 | 220,722 | 59,201 | 24,402 | 474,328 | 502,076 | |
| Total | 9,909,760 | 8,905,892 | 533,087 | 515,140 | 276,193 | 245,291 | 10,719,040 | 9,666,323 |
customers major about Information
single a from derived revenue no was there 2011, July 31 and 2012 July 31 ended years the both For .years respective the for revenue s'Group the of 10% than more contributed which customer
2012 July 31
Transactions Party Related 5.
,statements financial the in elsewhere detailed balances and transactions party related the to addition In :year the during parties related with transactions material following the into entered Group the
parties related with Transactions) a(
| Group | ||
|---|---|---|
| 2012 | 2011 | |
| 000'\$HK | 000'\$HK | |
| Rental income and building management fee received :from eSun— Holdings Limited eSun (" its and") subsidiaries ( collectively eSun "the Group an ,") associate joint a— venture the of Group |
7,766 545 |
7,420 2,821 |
| Project management fee income received from joint a venture the of Group |
— | 3,600 |
| Rental expenses and building management fees to paid an associate LSG of (Note ( |
1,668 | 1,251 |
or agreements lease respective the in stated terms on based entered were transactions above The .contracts
of A14 Chapter in out set requirements reporting the to subject was which ,transaction This :Note ,("Rules Listing "the (Exchange Stock the on Securities of Listing the Governing Rules the .Directors the of Report the in disclosed was
Group the of personnel management key of Compensation) b(
| Group | |||
|---|---|---|---|
| 2012 000'\$HK 000'\$HK |
|||
| Short term employee benefits |
20,179 | 18,036 | |
| Employee share option benefits |
9,008 | — | |
| -Post employment benefits |
319 | 327 | |
| Total compensation paid key to management personnel |
29,506 | 18,363 |
.statements financial the to 9 note in included are emoluments' directors of details Further
2012 July 31
Revenue Other and Turnover 6.
,fee management building and income rental ,properties of sale from proceeds the comprises Turnover .operations other and restaurant ,hotel from income and
:follows as are revenue other and turnover s'Group the of analysis An
| Group | |||
|---|---|---|---|
| 2012 | 2011 | ||
| 000'\$HK | 000'\$HK | ||
| Turnover | |||
| of Sale properties |
92,122 | 414,521 | |
| Rental income and building management fee |
395,777 | 367,455 | |
| ,Hotel restaurant and other operations |
387,257 | 410,938 | |
| 875,156 | 1,192,914 |
| Group | |||
|---|---|---|---|
| 2012 | 2011 | ||
| 000'\$HK | 000'\$HK | ||
| Other revenue gain and |
|||
| Interest income from bank deposits |
3,862 | 3,002 | |
| Interest income from to-held maturity- debt investments |
1,203 | 2,175 | |
| Other interest income |
575 | 737 | |
| on Gain disposal an of available sale-for- financial asset |
— | 27,795 | |
| Dividend income from listed equity investments |
|||
| at value fair through profit loss or |
244 | 113 | |
| Dividend income from unlisted available sale-for- financial assets |
160 | 3,926 | |
| Project management fee income received from joint a venture |
— | 3,600 | |
| Others | 13,302 | 12,982 | |
| 19,346 | 54,330 |
2012 July 31
Activities Operating From Profit 7.
:(crediting(/charging after at arrived is activities operating from profit s'Group The
| Depreciation # |
Notes | 2012 000'\$HK |
2011 000'\$HK |
|---|---|---|---|
| 14 | 24,518 | 23,469 | |
| Amortisation of prepaid land lease payments * |
15 | 1,028 | 1,028 |
| Staff (costs including 'directors remuneration — :(9 note |
|||
| Wages and salaries |
181,129 | 159,539 | |
| Pension scheme contributions |
3,951 | 3,715 | |
| Employee share option benefits |
9,008 | — | |
| 194,088 | 163,254 | ||
| ' Auditors remuneration |
2,743 | 2,684 | |
| on Loss disposal of of items ,property |
|||
| plant and equipment * |
4,331 | 30 | |
| value Fair on loss equity investments at value fair through profit *loss or |
803 | 7,215 | |
| on Loss disposal equity of investments |
|||
| at value fair through profit *loss or |
10,334 | 782 | |
| Minimum lease payments under operating leases |
|||
| in respect of leasehold buildings |
14,634 | 8,439 | |
| Rental income |
) (395,777 |
(367,455) | |
| :Less Outgoings |
56,763 | 56,629 | |
| Net rental income |
) (339,014 |
(310,826) | |
| Foreign exchange losses gains(/ net ,) |
93 | (441) |
in included is equipment and plant ,property for) \$21,321,000HK 2011: (\$21,901,000HK of charge Depreciation # .statement income consolidated the of face the on" net ,expenses operating other"
.statement income consolidated the of face the on" net ,expenses operating other "in included are items These*
2012 July 31
Costs Finance 8.
| Group | |||
|---|---|---|---|
| 2012 | 2011 | ||
| 000'\$HK | 000'\$HK | ||
| Interest bank on borrowings wholly repayable within years five |
51,021 | 40,889 | |
| Bank financing charges |
9,081 | 9,979 | |
| 60,102 | 50,868 | ||
| :Less Amount capitalised in properties under development sale for |
|||
| ( (17 note |
(10,279) | (3,792) | |
| 49,823 | 47,076 |
Remuneration' Directors 9.
Hong the of 161 Section and Rules Listing the to pursuant disclosed ,year the for remuneration' Directors :follows as is ,Ordinance Companies Kong
| Group | |||
|---|---|---|---|
| 2012 000'\$HK |
2011 000'\$HK |
||
| Fees | 600 | 600 | |
| Other emoluments : |
|||
| ,Salaries allowances and benefits kind in |
19,579 | 17,436 | |
| Employee share option benefits (30 note ( |
9,008 | — | |
| Pension scheme contributions |
319 | 327 | |
| 28,906 | 17,763 | ||
| 29,506 | 18,363 |
2012 July 31
(continued (Remuneration' Directors 9.
executive-non and directors executive ,directors executive-non independent to paid remuneration The :follows as were year the during directors
| ,Salaries | Employee | ||||
|---|---|---|---|---|---|
| allowances and benefits |
share option |
Pension scheme |
Total | ||
| Fees | kind in | benefits | contributions | emoluments | |
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |
| 2012 | |||||
| Independent -non executive :directors |
|||||
| Lam Kwan Bing |
150 | — | — | — | 150 |
| Leung Yin Shu William , |
150 | — | — | — | 150 |
| Ip Kwan Shu Stephen , JP ,GBS , |
150 | — | — | — | 150 |
| 450 | — | — | — | 450 | |
| Executive :directors |
|||||
| Lam Ngok Kin Peter , 1Aun Fook Chew |
— — |
9,987 934 |
— 9,008 |
13 2 |
10,000 9,944 |
| Shu Lau Julius ,Yan |
— | 3,989 | — | 182 | 4,171 |
| 3Kraven , Tam Man Kin |
— | 3,014 | — | 109 | 3,123 |
| Cheung Wing ,Sum |
|||||
| 2JP ,MH , Ambrose |
— | — | — | — | — |
| Lui Tsuen Siu 5Richard , |
— | — | — | — | — |
| 4Sam ,Sum Cheung |
— | 1,655 | — | 13 | 1,668 |
| — | 19,579 | 9,008 | 319 | 28,906 | |
| Non executive- :directors |
|||||
| Lam Ming Kin |
— | — | — | — | — |
| Chu Po U | — | — | — | — | — |
| Wan Hwa Yee 6Edward , |
150 | — | — | — | 150 |
| 150 | — | — | — | 150 | |
| 600 | 19,579 | 9,008 | 319 | 29,506 |
2012 July 31
(continued (Remuneration' Directors 9.
| Fees 000'\$HK |
,Salaries allowances and benefits kind in 000'\$HK |
Employee share option benefits 000'\$HK |
Pension scheme contributions 000'\$HK |
Total emoluments 000'\$HK |
|
|---|---|---|---|---|---|
| 2011 | |||||
| Independent non executive- :directors |
|||||
| Lam Kwan Bing |
150 | — | — | — | 150 |
| Leung Yin Shu William , |
150 | — | — | — | 150 |
| Wan Hwa Yee 6Edward , |
75 | — | — | — | 75 |
| Ip Kwan Shu Stephen , JP ,GBS , |
150 | — | — | — | 150 |
| 525 | — | — | — | 525 | |
| Executive :directors |
|||||
| Lam Ngok Kin Peter , |
— | 9,988 | — | 12 | 10,000 |
| Shu Lau Julius ,Yan |
— | 3,721 | — | 169 | 3,890 |
| Tam Man Kin Kraven , |
— | 3,112 | — | 141 | 3,253 |
| Cheung Wing ,Sum |
|||||
| Ambrose JP ,MH , |
— | — | — | — | — |
| 5Richard , Lui Tsuen Siu |
— | — | — | — | — |
| Cheung Sam ,Sum |
— | 615 | — | 5 | 620 |
| 7Jeanny , Leung Yin Churk |
— | — | — | — | — |
| — | 17,436 | — | 327 | 17,763 | |
| Non executive- :directors |
|||||
| Lam Ming Kin |
— | — | — | — | — |
| Chu Po U | — | — | — | — | — |
| 6Edward , Wan Hwa Yee |
75 | — | — | — | 75 |
| 75 | — | — | — | 75 | |
| 600 | 17,436 | — | 327 | 18,363 |
-
June 5 on Company the of director executive an as appointed was Aun Fook Chew 1
-
December 21 on director executive an as retired Ambrose ,Sum Wing Cheung 2
-
May 1 on director executive an as retired Kraven ,Man Kin Tam 3
-
September 1 on director executive an as resigned Sam ,Sum Cheung 4
-
January 1 on Company the of director executive an as appointed was Richard ,Tsuen Siu Lui 5
-
February 1 on Company the of director executive-non a as designated-re was Edward ,Hwa Yee Wan 6
-
January 1 on Company the of director executive an as resigned Jeanny ,Yin Churk Leung 7
year the during directors executive-non independent the to payable emoluments other no were There .(Nil 2011:(
during remuneration any waive to agreed or waived director a which under arrangement no was There .(Nil 2011: (year the
2012 July 31
Remuneration' Employees 10.
whose of details ,directors) three 2011: (four included year the during employees paid highest five The (two 2011: (one remaining the of remuneration the of Details .above 9 note in out set are remuneration :follows as are year the for employee paid highest ,director-non
| Group | |||
|---|---|---|---|
| 2012 000'\$HK 000'\$HK |
|||
| ,Salaries allowances and benefits kind in |
1,905 | 3,523 | |
| Pension scheme contributions |
86 | 84 | |
| 1,991 | 3,607 |
following the within fell remuneration whose employees paid highest ,director-non the of number The :follows as is bands
| Number of employees |
|||
|---|---|---|---|
| 2012 2011 |
|||
| HK \$1,500,001 HK to \$2,000,000 |
1 | 2 |
Tax 11.
assessable estimated the on) 16.5% 2011: (16.5% of rate the at provided been has tax profits Kong Hong .year the during Kong Hong in arising profits
in places the in prevailing tax of rates the at calculated been have elsewhere assessable profits on Taxes .thereof respect in practices and interpretations ,legislation existing on based ,operates Group the which
| Group | |||
|---|---|---|---|
| 2012 | 2011 | ||
| 000'\$HK | 000'\$HK | ||
| ( (Restated |
|||
| Current tax |
|||
| Hong Kong |
27,064 | 16,776 | |
| Overseas | 14,894 | 16,248 | |
| 41,958 | 33,024 | ||
| Deferred tax (28 note ( |
6,419 | 5,234 | |
| Prior ' years overprovision Hong — Kong |
(17,267) | (216) | |
| Tax charge for year the |
31,110 | 38,042 |
2012 July 31
(continued (Tax 11.
in locations the for rate statutory the at tax before profit to applicable charge tax the of reconciliation A effective the at expense tax the to domiciled are subsidiaries its of majority the and Company the which :follows as is rate tax
| Group | |||
|---|---|---|---|
| 2012 | 2011 | ||
| 000'\$HK | 000'\$HK | ||
| ( (Restated |
|||
| Profit before tax |
2,356,838 | 2,536,763 | |
| Less Share : profits of and of losses associates |
) (441,121 |
(271,061) | |
| Share profits of joint of ventures |
) (710,968 |
(990,753) | |
| Profit before tax attributable to |
|||
| the Company its and subsidiaries |
1,204,749 | 1,274,949 | |
| the at Tax statutory rate tax 16.5% of 2011:) (16.5% |
198,784 | 210,367 | |
| Higher rate tax other for countries |
1,129 | 1,654 | |
| Adjustments in respect of current of tax previous periods |
(17,267) | (216) | |
| Income not subject tax to |
) (177,770 |
(186,318) | |
| Expenses not deductible tax for purposes |
26,755 | 21,543 | |
| Tax losses utilised from previous periods |
(2,806) | (10,878) | |
| Tax losses not recognised |
2,285 | 1,890 | |
| Tax charge for year the |
31,110 | 38,042 |
2012 July 31
Company The Of Holders Equity Ordinary To Attributable Profit 12.
July 31 ended year the for Company the of holders equity ordinary to attributable profit consolidated The in with dealt been has which) \$663,201,000HK :)restated (2011 (\$829,571,000HK of profit a includes 2012 .((b(31 note (Company the of statements financial the
The Of Holders Equity Ordinary To Attributable Share Per Earnings 13. Company
| 2012 000'\$HK |
2011 000'\$HK ( (Restated |
|
|---|---|---|
| Earnings | ||
| Earnings the for purpose basic of earnings share per |
2,282,568 | 2,449,128 |
| of Effect dilutive potential ordinary shares arising from adjustment to share the profit of |
||
| an of associate on based dilution its of earnings share per |
(19) | |
| Earnings the for purpose diluted of earnings share per |
2,282,549 | |
| 000' | 000' ( (Restated |
|
| Number shares of |
||
| Weighted average number of ordinary shares |
||
| the for purpose basic of earnings share per |
18,326,701 | 15,320,755 |
| of Effect dilutive potential ordinary shares arising |
||
| from share options |
2,490 | |
| Weighted average number of ordinary shares the for purpose |
||
| diluted of earnings share per |
18,329,191 |
share per earnings basic the in used years both for issue in shares of number average weighted The December in completed issue rights the of effect the reflect to restated or adjusted been has calculation 29. note in out set as 2011
2012 July 31
Equipment And Plant ,Property 14.
Group
| Hotel properties |
Leasehold buildings |
Leasehold improvements |
,Furniture and fixtures equipment |
Motor vehicles |
Computers | Motor vessels |
Construction progress in |
Total | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |
| :Cost | ||||||||||
| 2010 August 1 At | 357,035 | 81,035 | 49,006 | 147,075 | 23,349 | 11,287 | 34,162 | — | 702,949 | |
| Additions | — | — | 3,611 | 3,723 | — | 1,089 | 456 | 3,104 | 11,983 | |
| Disposals off-write/ |
— | — | 7,331) | 9,394) ( | 469) ( | 181) ( | — ( | — | (17,375) | |
| 2011 July 31 At | ||||||||||
| 2011 August 1 and | 357,035 | 81,035 | 45,286 | 141,404 | 22,880 | 12,195 | 34,618 | 3,104 | 697,557 | |
| Additions | — | — | 3,112 | 9,276 | 1,175 | 807 | 2,581 | 6,489 | 23,440 | |
| Disposals off-write/ |
— | — | 2,315) | 8,546) ( | 497) ( | 126) ( | — ( | — | (11,484) | |
| 2012 July 31 At | 357,035 | 81,035 | 46,083 | 142,134 | 23,558 | 12,876 | 37,199 | 9,593 | 709,513 | |
| Accumulated :depreciation |
||||||||||
| 2010 August 1 At | 106,220 | 12,419 | 36,364 | 118,360 | 18,941 | 8,449 | 33,965 | — | 334,718 | |
| Depreciation provided |
||||||||||
| year the for | 7 | 8,209 | 1,726 | 4,976 | 5,199 | 1,553 | 1,400 | 406 | — | 23,469 |
| Disposals off-write/ |
— | — | 7,331) | 8,940) ( | 468) ( | 117) ( | — ( | — | (16,856) | |
| 2011 July 31 At | ||||||||||
| 2011 August 1 and | 114,429 | 14,145 | 34,009 | 114,619 | 20,026 | 9,732 | 34,371 | — | 341,331 | |
| Depreciation provided |
||||||||||
| year the for | 7 | 8,209 | 1,726 | 5,194 | 5,457 | 1,697 | 1,474 | 761 | — | 24,518 |
| Disposals off-write/ |
— | — | 1,169) | 5,674) ( | 248) ( | 62) ( | — ( | — | (7,153) | |
| 2012 July 31 At | 122,638 | 15,871 | 38,034 | 114,402 | 21,475 | 11,144 | 35,132 | — | 358,696 | |
| Net :amount carrying |
||||||||||
| 2012 July 31 At | 234,397 | 65,164 | 8,049 | 27,732 | 2,083 | 1,732 | 2,067 | 9,593 | 350,817 | |
| 2011 July 31 At | 242,606 | 66,890 | 11,277 | 26,785 | 2,854 | 2,463 | 247 | 3,104 | 356,226 | |
2011:) \$234,397,000HK of amount carrying total a with properties hotel s'Group the 2012, July 31 At .(27 note (Group the to granted facilities banking secure to banks to pledged were) \$242,606,000HK
2012 July 31
(continued (Equipment And Plant ,Property 14.
(continued (Group
lease following the under held are above included buildings leasehold and properties hotel s'Group The :terms
| 2012 | 2011 | |
|---|---|---|
| 000'\$HK | 000'\$HK | |
| :cost At Medium term- leases |
||
| Hong Kong |
81,035 | 81,035 |
| Elsewhere | 357,035 | 357,035 |
| 438,070 | 438,070 |
Company
| Furniture , |
||||
|---|---|---|---|---|
| Total | ||||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK |
| 54,338 | ||||
| 319 | ||||
| — | (18) | (468) | (22) | (508) |
| 54,149 | ||||
| 1,022 | 412 | 668 | 238 | 2,340 |
| — | — | — | (21) | (21) |
| 20,922 | 13,037 | 21,077 | 1,432 | 56,468 |
| 48,441 | ||||
| 2,148 | ||||
| — | (18) | (468) | (22) | (508) |
| 50,081 | ||||
| 2,616 | ||||
| — | — | — | (19) | (19) |
| 19,802 | 12,275 | 19,439 | 1,162 | 52,678 |
| 1,120 | 762 | 1,638 | 270 | 3,790 |
| 579 | 823 | 2,481 | 185 | 4,068 |
| Leasehold improvements 19,814 86 19,900 19,043 278 19,321 481 |
fixtures and equipment 12,550 93 12,625 11,415 405 11,802 473 |
Motor vehicles 20,877 — 20,409 17,051 1,345 17,928 1,511 |
Computers 1,097 140 1,215 932 120 1,030 151 |
2012 July 31
Payments Lease Land Prepaid 15.
| Group | |||
|---|---|---|---|
| 2012 | |||
| 000'\$HK | 000'\$HK | ||
| :Cost | |||
| At beginning end and year of |
35,960 | 35,960 | |
| Accumulated amortisation : |
|||
| At beginning year of |
9,922 | 8,894 | |
| Amortisation provided the for — year 7 note |
1,028 | 1,028 | |
| end At year of |
10,950 | 9,922 | |
| Net carrying :amount |
|||
| At beginning year of |
26,038 | 27,066 | |
| end At year of |
25,010 | 26,038 |
.Kong Hong outside situated is and lease term-medium a under held is Group the of land Leasehold
2011:) \$25,010,000HK of amount carrying a with payments lease land prepaid s'Group the 2012, July 31 At .(27 note (Group the to granted facilities banking secure to banks to pledged were) \$26,038,000HK
Properties Investment 16.
| Group | Company | |||
|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | |
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |
| Carrying amount at beginning year of |
7,756,931 | 6,444,930 | 4,839,100 | 4,243,200 |
| Exchange realignment |
(8,843) | — | — | — |
| Additions cost at , |
29,114 | 237,068 | 10,197 | 9,908 |
| value Fair gains |
793,709 | 1,074,933 | 484,703 | 585,992 |
| Carrying amount end at year of |
8,570,911 | 7,756,931 | 5,334,000 | 4,839,100 |
under held are and Kong Hong outside and Kong Hong in situated are properties investment s'Group The :terms lease following the
| Group | Company | ||||
|---|---|---|---|---|---|
| 2012 2011 |
2012 | 2011 | |||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | ||
| Long term- leases Hong in Kong |
3,020,000 | 2,700,000 | — | — | |
| Medium term- leases Hong in Kong |
5,336,520 | 4,841,300 | 5,334,000 | 4,839,100 | |
| Freehold land outside Hong Kong |
214,391 | 215,631 | — | — | |
| 8,570,911 | 7,756,931 | 5,334,000 | 4,839,100 |
2012 July 31
(continued (Properties Investment 16.
of value market open aggregate their at stated were properties investment the 2012, July 31 At valuation a to reference with use existing their on based ,)\$7,756,931,000HK 2011: (\$8,570,911,000HK on ,surveyors chartered independent ,Limited Services Professional and Valuation Savills by performed .date that
further ,leases operating under out leased are Company the and Group the of properties investment All .statements financial the to) a(34 note in included are which of details summary
\$8,554,391,000HK of amounts carrying with Company the and Group the of properties investment Certain to pledged were ,respectively ,)\$4,827,000,000HK 2011: (\$5,320,000,000HK and) \$7,742,631,000HK 2011:( .(27 note (Group the to granted facilities banking secure to banks
Sale For Development Under Properties 17.
| Group | |||
|---|---|---|---|
| 2012 000'\$HK |
2011 000'\$HK |
||
| At beginning year of cost at , |
1,098,195 | 900,378 | |
| Additions | 200,944 | 194,025 | |
| Interest and bank financing charges capitalised (8 note ( |
10,279 | 3,792 | |
| end At year of cost at , |
1,309,418 | 1,098,195 |
the under held are and Kong Hong in situated are sale for development under properties s'Group The :terms lease following
| Group | ||
|---|---|---|
| 2012 | 2011 | |
| 000'\$HK | 000'\$HK | |
| Long term- leases |
667,559 | 615,158 |
| Medium term- leases |
641,859 | 483,037 |
| 1,309,418 | 1,098,195 |
of amount carrying total a with sale for development under properties s'Group the 2012, July 31 at As to granted facilities banking secure to banks to pledged were) \$481,917,000HK 2011: (\$1,200,491,000HK .(27 note (Group the
2012 July 31
Subsidiaries In Interests 18.
| Company | |||
|---|---|---|---|
| 2012 | 2011 | ||
| 000'\$HK | 000'\$HK | ||
| Unlisted shares cost at , |
167,411 | 167,421 | |
| Amounts from due subsidiaries |
7,451,854 | 7,065,218 | |
| Amounts to due subsidiaries |
) 1,193,546 ( |
(980,062) | |
| 6,258,308 | 6,085,156 | ||
| Provision for impairment |
) 2,538,903 |
) ( 2,667,622 ( |
|
| 3,886,816 | 3,584,955 |
for except repayment of terms fixed no had and free-interest ,unsecured were subsidiaries with Balances bore which 2012 July 31 at as) \$465,868,000HK 2011: (\$874,590,000HK of subsidiaries from due amounts .rate lending market prevailing the at interest
reporting the of end the at subsidiaries from due amounts the of respect in impairment for provision The the to reference with subsidiaries from recoverable amounts the of basis the on determined was period .subsidiaries the by held assets underlying the of value fair
:follows as were 2012 July 31 at as subsidiaries principal the of Particulars
| Name | of Place incorporation / registration and operations |
Nominal value issued of ordinary /share registered and paid capital up- |
of Class shares held |
Percentage the to Direct |
of equity attributable Company Indirect |
Principal activities |
|
|---|---|---|---|---|---|---|---|
| Bushell Limited |
Kong Hong | \$2HK | Ordinary | — | 100.00 | Property development |
|
| Chains Caravelle Hotel Joint Venture Company Limited ("CCHJV (" |
Vietnam | US \$23,175,577 |
* | — | 26.01 | Hotel** operations |
|
| Furama Hotel Enterprises Limited |
Kong Hong HK |
\$102,880,454 | Ordinary | — | 100.00 | Investment holding |
|
| Furama Hotels Resorts and International Limited |
Virgin British /Islands Kong Hong |
US \$1,000,000 |
Ordinary | — | 100.00 | of Provision management services |
2012 July 31
(continued (Subsidiaries In Interests 18.
| Name | Nominal value of Place issued of Percentage incorporation / ordinary /share of Class equity registration registered and shares attributable and operations paid capital up- held the to Direct |
of Company Indirect |
Principal activities |
|||
|---|---|---|---|---|---|---|
| Gilroy Company Limited |
Kong Hong | \$10,000HK | Ordinary | 100.00 | — | Property investment |
| Glynhill Hotels Resorts and Vietnam( .Ltd .Pte) |
/Singapore Vietnam |
\$2S | Ordinary | — | 100.00 | of Provision management and consultancy to services hotel owners |
| Glynhill Investments ) Vietnam ( Limited Pte GIV (" ") |
Singapore | \$2S | Ordinary | — | ** 51.00 | Investment holding |
| Goldmay Development Limited |
Kong Hong | \$2HK | Ordinary | 100.00 | — | Property development / property sales |
| Kong Hong Limited Hill |
Kong Hong | \$100HK | Ordinary | 100.00 | — | Property investment |
| Kolot Property Services Limited |
Kong Hong | \$2HK | Ordinary | 100.00 | — | Property management |
| Sun Lai Estate Real Agency Limited |
Kong Hong | \$2HK | Ordinary | 100.00 | — | Property management and estate real agency |
| Milirich Investment Limited |
Kong Hong | \$2HK | Ordinary | 100.00 | — | Property development |
| Modern Charm Limited |
Kong Hong | \$10,000HK | Ordinary | — | 70.00 | Restaurant operation |
| Oriental Style Limited |
Kong Hong | \$1HK | Ordinary | — | 100.00 | Property development |
| Peakflow Profits ("Limited ") Peakflow |
Virgin British /Islands Kong Hong |
\$1US | Ordinary | 100.00 | — | Investment holding |
| Porchester Assets Limited #") Porchester(" |
Virgin British /Islands Kong Hong |
\$100US | Ordinary | — | ** 51.00 | Investment holding |
2012 July 31
(continued (Subsidiaries In Interests 18.
| Name | of Place incorporation / registration and operations |
Nominal value issued of ordinary /share registered and paid capital up- |
Percentage of of Class equity shares attributable Principal held the to Company activities Direct Indirect |
||||
|---|---|---|---|---|---|---|---|
| Team Royal Limited |
Kong Hong | \$10,000HK | Ordinary | — | 52.00 | Restaurant operation |
|
| Speedy Result Limited |
Virgin British /Islands United Kingdom |
\$1US | Ordinary | — | 100.00 | Property investment |
|
| Transformation International #Limited |
Virgin British /Islands Kong Hong |
\$1US | Ordinary | 100.00 | — | Investment holding |
|
| Transtrend Holdings Limited |
Kong Hong | \$20HK | Ordinary | — | 100.00 | Investment holding |
|
| 韵港餐飲 上海( #有限公司) |
PRC The | US \$1,000,000 |
* | — | 63.07 | Restaurant operation |
.capital share issued than rather registered have subsidiaries These*
- subsidiary owned-wholly a ,GIV through ,turn in which ,Porchester in interest equity 51% a owns Group The** Group the by held CCHJV in interest equity 51% the of virtue By .CCHJV in interest 51% a owns ,Porchester of .Group the by held was CCHJV in 26.01% of interest equity effective an ,Porchester owned51%- the through
- .network global Young & Ernst the of firm member another or Kong Hong ,Young & Ernst by audited Not #
principally ,directors the of opinion the in ,which Company the of subsidiaries the lists table above The give To .Group the of assets net the of portion substantial a formed or year the for results the affected .length excessive of particulars in result ,directors the of opinion the in ,would subsidiaries other of details
facilities banking secure to banks to pledged also were Group the by held subsidiaries certain of Shares .(27 note (Group the to granted
2012 July 31
(continued (Subsidiaries In Interests 18.
intergroup before subsidiaries its and Porchester of information financial consolidated Summarised :below out set is eliminations
| 2012 | 2011 | |
|---|---|---|
| 000'\$HK | 000'\$HK | |
| Current assets |
239,363 | 221,391 |
| Non current- assets |
290,201 | 290,100 |
| Current liabilities |
(47,560) | (66,734) |
| Non current- liabilities |
(30,522) | (53,651) |
| Equity attributable to ordinary equity holders of Porchester |
255,600 | 225,605 |
| -Non controlling interests |
195,882 | 165,501 |
| Year ended July 31 2012 000'\$HK |
Year ended 31 2011 July 000'\$HK |
|
| Turnover | 302,323 | 324,622 |
| of Cost and sales operating expenses |
) (200,094 |
(220,346) |
| Profit total and comprehensive income for year the |
60,376 | 66,577 |
| Year ended July 31 2012 000'\$HK |
Year ended 31 2011 July 000'\$HK |
|
| Profit total and comprehensive income attributable to ordinary equity holders of Porchester |
29,996 | 33,441 |
| Profit total and comprehensive income attributable to -non the controlling interests |
30,380 | 33,136 |
| Profit total and comprehensive income for year the |
60,376 | 66,577 |
2012 July 31
Ventures Joint/Associates In Interests 19.
associates in Interests) a(
| Group | Company | |||||
|---|---|---|---|---|---|---|
| July 31 | July 31 | August 1 | July 31 | July 31 | August 1 | |
| 2012 | 2011 | 2010 | 2012 | 2011 | 2010 | |
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |
| Restated( ) |
( Restated ) |
( Restated ) |
( (Restated |
|||
| Unlisted shares cost at , |
— | — | — | 907 | 907 | 907 |
| of Share assets net |
2,981,976 | 2,409,307 | 2,174,008 | — | — | — |
| 2,981,976 | 2,409,307 | 2,174,008 | 907 | 907 | 907 | |
| Amounts from due associates |
280,608 | 266,659 | 258,883 | 203,741 | 203,709 | 203,634 |
| 3,262,584 | 2,675,966 | 2,432,891 | 204,648 | 204,616 | 204,541 | |
| Provision for impairment |
(178,897) | (172,756) | (165,220) | (195,633) | (195,629) | (195,558) |
| 3,083,687 | 2,503,210 | 2,267,671 | 9,015 | 8,987 | 8,983 | |
| Market value listed of at shares |
||||||
| the the of end reporting period |
471,604 | 944,445 | 474,460 | |||
| Amounts to due associates |
||||||
| classified( as current-non |
||||||
| (liabilities | (20,799) | (15,854) | (15,808) | (16,303) | (11,503) | (11,503) |
.repayment of terms fixed no had and free-interest ,unsecured were associates with balances The
the of end the at associates from due amounts the of respect in impairment for provision The with associates the from recoverable amounts the of basis the on determined was period reporting .associates the by held assets underlying the of value fair the to reference
2012 July 31
(continued (Ventures Joint/Associates In Interests 19.
(continued (associates in Interests) a(
:follows as were 2012 July 31 at as associates principal the of Particulars
| Name | of Place incorporation / registration and operations |
of Class shares held |
Percentage of ownership interest attributable to Group the |
Principal activities |
|---|---|---|---|---|
| Capital Artists Limited |
Kong Hong | Ordinary | 37.93 | Music production and distribution |
| Asia East Entertainment Limited |
Kong Hong | Ordinary | 37.93 | Entertainment activity production |
| East Music Asia Holdings ( Limited) |
Kong Hong | Ordinary | 37.93 | Music production and distribution |
| eSun Holdings Limited |
/Bermuda Kong Hong |
Ordinary | 37.93 | Investment holding |
| Asia Media Entertainment Group Limited |
/Bermuda Kong Hong |
Ordinary | 37.93 | Investment holding |
| Fung Lai Holdings Limited ") Fung Lai(" |
Cayman /Islands PRC |
Ordinary | 18.16 | * |
| Media Group Asia Holdings Limited formerly ( known Rojam as Entertainment Holdings ) Limited Media(" ") Asia |
Incorporated in Cayman the and Islands continued in Bermuda |
Ordinary | 19.38 | ** |
Fung Lai of subsidiaries the of activities principal The .company holding investment an is Fung Lai* .PRC the in purpose rental for investment property and sale for development property of consists
television and films of distribution and production include Asia Media of activities principal The** music; performances lives and concerts of production and management ,organisation; series drama and services management artist ,contents of provision and ,in investment; publishing and production .Macau and PRC the in primarily ,businesses related entertainment in services consultancy
principally ,directors the of opinion the in ,which Group the of associates the lists table above The .Group the of assets net the of portion substantial a formed or year the for results the affected of particulars in result ,directors the of opinion the in ,would associates other of details give To .length excessive
2012 July 31
(continued (Ventures Joint/Associates In Interests 19.
(continued (associates in Interests) a(
.Group the of that with coterminous are associates above the of dates end year financial The
financial these in method equity the using for accounted been have associates above the All .statements
shares conditional a into entered ,Company the of shareholder substantial a ,LSG 2010, July 26 On in interest shareholding entire its transferred LSG) i (which to pursuant eSun with agreement swap the (eSun to ,Fung Lai of capital share issued the of 40.58% approximately representing ,Fung Lai ,Company the in interest shareholding entire its transferred eSun whereby") Transaction Fung Lai" the (LSG to ,Company the of capital share issued the of 36.72% approximately representing of consideration cash) ii (and); Transaction Fung Lai the with together" Transactions Swap Shares" the under precedent conditions the All .LSG to eSun by paid was million \$178.4HK approximately place took Transactions Swap Shares the of completion and fulfilled were agreement swap shares .("Completion "the (2010 September 30 on
the (subsidiaries its and eSun the between existed position crossholding a ,Completion the to Prior Group eSun the and 36.08% was eSun in interest s'Group the that Company the and") Group eSun" longer no eSun ,Completion the Upon .Company the of capital share issued the of 36.72% held in interest equity 36.08% a hold to continues Company the but Company the in interest any holds .eliminated was Company the and eSun between relationship holding-cross the ,Accordingly .eSun
were) restated (2011 July 31 ended year the for Group eSun the of results of share the in Included of Group the by shared Company the in interest 36.72% of disposal on gain s'Group eSun the) i( of acquisition from arising goodwill on loss impairment s'Group eSun the) ii (and; \$234,223,000HK \$191,634,000.HK of Group the by shared Fung Lai in interest 40.58%
exercised were scheme option share its under eSun by granted options share certain 2011, April In from diluted was eSun in interest s'Group the ,Accordingly .eSun of shares ordinary for subscribe to 36.00%. to 36.08%
\$43,301,000HK of cost a at eSun in interest additional 1.93% a acquired Group the 2011, August In acquisition on discount A 37.93%. to 36.00% from increased was eSun in interest s'Group the and income consolidated the in recognised and acquisition such from arising was \$88,695,000HK of 2012. July 31 ended year the for statement
proposed the of respect in announcement joint a issued Fung Lai and eSun 2012, February 27 On Lai and eSun between arrangement underwriting an and") Offer Open "the (Fung Lai of offer open the in offered shares all up take to Fung Lai to undertook irrevocably eSun which to pursuant ,Fung shareholding its increased eSun 2012. June 6 on unconditional became Offer Open The .Offer Open June 11 on Offer Open the of completion upon immediately 47.39% to 40.58% from Fung Lai in the ,year current the in" Statements Financial Consolidated "10 HKFRS of adoption early With 2012. a become has Fung Lai and Fung Lai over control had has eSun that concluded eSun of directors shares acquired further eSun ,Offer Open the to Subsequent 2012. June 11 since eSun of subsidiary 2012. June in 47.87% to Fung Lai in interest its increased and market the from Fung Lai of
2012 July 31
(continued (Ventures Joint/Associates In Interests 19.
(continued (associates in Interests) a(
statements financial published the from extracted is information financial summarised below The in prepared are Group eSun the of statements financial consolidated The .Group eSun the of .policies accounting s'Group the with complied and HKFRSs with accordance
| July 31 | July 31 | |
|---|---|---|
| 2012 | 2011 | |
| 000'\$HK | 000'\$HK | |
| Current assets |
8,026,791 | 2,678,531 |
| Non current- assets |
15,691,930 | 4,967,235 |
| Current liabilities |
) 3,212,071 ( |
(349,704) |
| Non current- liabilities |
) 4,639,865 ( |
(320,331) |
| Net assets attributable to ordinary equity holders eSun of |
7,997,900 | 6,837,486 |
| -Non controlling interests |
7,868,885 | 138,245 |
| Year ended |
Period form January 1 2011 |
|
| July 31 2012 |
31 to 2011 July |
|
| 000'\$HK | 000'\$HK | |
| Turnover | 702,151 | 316,285 |
| for Profit year the period/ |
1,086,011 | 518,215 |
| Other comprehensive ( expenses income/) for year the period/ |
) (191,719 |
103,051 |
| Total comprehensive income for year the period/ |
894,292 | 621,266 |
2012 July 31
(continued (Ventures Joint/Associates In Interests 19.
(continued (associates in Interests) a(
carrying the to Group eSun the of information financial summarised above the of Reconciliation :statements financial consolidated the in recognised associates in interests the of amount
| July 31 2012 000'\$HK |
July 31 2011 000'\$HK |
|
|---|---|---|
| Net assets attributable to ordinary equity holders eSun of The Group 37.93% s' interest |
7,997,900 | 6,837,486 |
| in eSun the Group 2011:) (36.00% The Group share s' net of liabilities of remaining associates not individually material |
3,033,604 (51,628) |
2,461,495 (52,188) |
| The Group share s' net of of assets associates |
2,981,976 | 2,409,307 |
| Year ended July 31 2012 000'\$HK |
Year ended 31 2011 July 000'\$HK |
|
| The Group share s' profit of total and comprehensive income of remaining associates not individually material |
560 | 777 |
ventures joint in Interests) b(
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| July 31 | July 31 | August 1 | July 31 | July 31 | August 1 | ||
| 2012 | 2011 | 2010 | 2012 | 2011 | 2010 | ||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | ||
| Restated( ) |
( Restated ) |
( Restated ) |
( (Restated |
||||
| Unlisted shares cost at , |
— | — | — | — | — | — | |
| of Share assets net |
3,158,147 | 2,171,901 | 1,181,148 | — | — | — | |
| 3,158,147 | 2,171,901 | 1,181,148 | — | — | — | ||
| Amounts due |
|||||||
| joint from ventures |
731,111 | 675,246 | 669,892 | 393,522 | 393,547 | 393,522 | |
| 3,889,258 | 2,847,147 | 1,851,040 | 393,522 | 393,547 | 393,522 |
.repayment of terms fixed no had and free-interest ,unsecured were ventures joint with Balances
2012 July 31
(continued (Ventures Joint/Associates In Interests 19.
(continued (ventures joint in Interests) b(
:follows as were 2012 July 31 at as ventures joint the of Particulars
| Name | of Place incorporation / registration and operations |
of Class shares held |
Percentage of ownership interest attributable to Group the |
Principal activities |
|---|---|---|---|---|
| Value Best International Limited #") Value Best(" |
Kong Hong | Ordinary | 50.00 | Property development |
| Brilliant Pearl Limited #") Pearl Brilliant(" |
Kong Hong | Ordinary | 50.00 | Property development / property sales |
| Diamond String Limited Diamond(" String ") |
Kong Hong | Ordinary | 50.00 | Property investment |
| Lucky Result Limited #") Result Lucky(" |
British Virgin /Islands Kong Hong |
Ordinary | 50.00 | Investment holding |
global Young & Ernst the of firm member another or Kong Hong ,Young & Ernst by audited Not # network
banking a secure to bank a to pledged were Group the by held venture joint a of shares Certain .venture joint the to granted facility
financial these in method equity the using for accounted been have ventures joint the All .statements
,Group the of that from different are ventures joint above the of dates end year financial The 31 of date end year financial have String Diamond and Pearl Brilliant ,Result Lucky) i (which among .June 30 of date end year financial has Value Best) ii (and December
statements financial the in shown amounts represents below information financial summarised The s'Group the with complied and HKFRSs with accordance in prepared ventures joint respective of .policies accounting
2012 July 31
(continued (Ventures Joint/Associates In Interests 19.
(continued (ventures joint in Interests) b(
(23 note in out set as 2011 November 11 on acquired (Group Value Best
| July 31 | |
|---|---|
| 2012 | |
| 000'\$HK | |
| Assets and liabilities |
|
| Current assets |
4,981 |
| Non current- assets |
1,740,000 |
| Current liabilities |
(74) |
| Non current- liabilities |
) (675,178 |
| The above amounts assets of and liabilities include the following : |
|
| Non current- financial liabilities ( excluding trade |
|
| and other payables and provisions ( |
) (675,178 |
| Period from |
|
| 11 | November 2011 |
| to July 31 2012 |
|
| 000'\$HK | |
| Profit the for period |
|
| Turnover | — |
| Profit total and comprehensive income the for period |
42,571 |
2012 July 31
(continued (Ventures Joint/Associates In Interests 19.
(continued (ventures joint in Interests) b(
(continued) (23 note in out set as 2011 November 11 on acquired (Group Value Best the to Group Value Best the of information financial summarised above the of Reconciliation financial consolidated the in recognised Group Value Best the in interest the of amount carrying :statements
| July 31 2012 000'\$HK |
||
|---|---|---|
| Net assets Best of Value Group |
1,069,729 | |
| The Group 50% s' ownership interest Best in Value Group Amount due Best from Value Group |
534,865 337,589 |
|
| Carrying amount the of Group interest s' Best in Value Group |
872,454 | |
| Diamond String |
2012 000'\$HK |
2011 000'\$HK ( (Restated |
| Assets and liabilities |
||
| Current assets |
136,064 | 140,896 |
| Non current- assets |
6,410,000 | 4,710,000 |
| Current liabilities |
(96,577) | (34,793) |
| Non current- liabilities |
) 1,715,649 |
) ( 1,336,567 ( |
| The above amounts assets of and liabilities include the following : |
||
| Cash cash and equivalents |
135,159 | 140,785 |
| Non current- financial liabilities ( excluding trade and other payables and provisions ( |
) 1,715,649 |
) ( 1,336,567 ( |
| Interest (income capitalised non as current- (assets |
1,342 | 553 |
| Interest (expense capitalised non as current- (assets |
18,964 | 15,627 |
2012 July 31
(continued (Ventures Joint/Associates In Interests 19.
(continued (ventures joint in Interests) b(
| Diamond | (String | continued ( |
|
|---|---|---|---|
| --------- | --------- | ---------------- | -- |
| Year ended July 31 2012 000'\$HK |
Year ended 31 2011 July 000'\$HK ( (Restated |
|
|---|---|---|
| for Profit year the |
||
| Turnover | — | — |
| Profit total and comprehensive income for year the |
1,254,303 | 1,108,618 |
carrying the to String Diamond of information financial summarised above the of Reconciliation :statements financial consolidated the in recognised String Diamond in interest the of amount
| 2012 000'\$HK |
2011 000'\$HK ( (Restated |
|
|---|---|---|
| Net of assets Diamond String |
4,733,838 | 3,479,536 |
| The Group 50% s' ownership interest in Diamond String Amount from due Diamond String |
2,366,919 393,522 |
1,739,768 393,547 |
| Carrying amount the of Group interest s' in Diamond String |
2,760,441 | 2,133,315 |
2012 July 31
(continued (Ventures Joint/Associates In Interests 19.
(continued (ventures joint in Interests) b(
(subsidiary owned-wholly a as Pearl Brilliant consolidated (Result Lucky
| 2012 000'\$HK |
2011 000'\$HK |
|
|---|---|---|
| Assets and liabilities |
||
| Current assets |
805,146 | 1,718,327 |
| Current liabilities |
) (292,420 |
(290,663) |
| Non current- liabilities |
— | (563,398) |
| The above amounts assets of and liabilities include the following : |
||
| Cash cash and equivalents |
518,396 | 262,322 |
| Non current- financial liabilities ( excluding and trade other payables and provisions ( |
— | (563,398) |
| Year ended July 31 2012 000'\$HK |
Year ended 31 2011 July 000'\$HK |
|
| for Profit year the |
||
| Turnover | 314,692 | 1,987,352 |
| Profit total and comprehensive income for year the |
125,062 | 872,889 |
| Dividends received from Lucky Result during year the |
476,603 | — |
| The above for profit year the includes the following : |
||
| Tax charge |
24,170 | 170,813 |
2012 July 31
(continued (Ventures Joint/Associates In Interests 19.
(continued (ventures joint in Interests) b(
(continued) (subsidiary owned-wholly a as Pearl Brilliant consolidated (Result Lucky consolidated (Result Lucky of information financial summarised above the of Reconciliation Result Lucky in interest the of amount carrying the to) subsidiary owned-wholly a as Pearl Brilliant :statements financial consolidated the in recognised
| 2012 000'\$HK |
2011 000'\$HK |
|
|---|---|---|
| Net assets Lucky of Result |
512,726 | 864,266 |
| The Group 50% s' ownership interest Lucky in Result Amount from due Lucky Result |
256,363 — |
432,133 281,699 |
| Carrying amount the of Group interest s' Lucky in Result |
256,363 | 713,832 |
Assets Financial Sale-For-Available 20.
| Group | Company | |||||
|---|---|---|---|---|---|---|
| July31 | July 31 | August 1 | July 31 | July 31 | ||
| 2012 | 2011 | 2010 | 2012 | 2011 | ||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | ||
| Restated( ) |
( (Restated |
|||||
| Available sale-for- investments , at value fair |
||||||
| Unlisted equity investments |
1,138,591 | 988,107 | 721,939 | 40,247 | — | |
| Unlisted debt investments |
32,766 | 32,507 | 32,419 | — | — | |
| 1,171,357 | 1,020,614 | 754,358 | 40,247 | — | ||
| Unlisted equity investments cost at , |
176,247 | 177,117 | 196,732 | 3,101 | 3,101 | |
| Provision for impairment |
) (161,794 |
(161,794) | (180,574) | (3,000) | (3,000) | |
| 14,453 | 15,323 | 16,158 | 101 | 101 | ||
| 1,185,810 | 1,035,937 | 770,516 | 40,348 | 101 |
July 31 (\$14,453,000HK of amount carrying a with Group the of investments unlisted 2012, July 31 at As that opinion the of are directors the because impairment less cost at stated were) \$15,323,000HK 2011: the of probabilities the and significant is estimate value fair reasonable of range the in variability the .value fair estimating in used and assessed reasonably be cannot range the within estimates various
2012 July 31
(continued (Assets Financial Sale-For-Available 20.
interests debt and equity were value fair at assets financial sale-for-available in included 2012, July 31 at As ,investment property is which of activity principal the ,")Bayshore ("Limited Development Bayshore in 2010 August 1; \$1,014,419,000HK :)restated (2011 July 31 (\$1,120,420,000HK of amount aggregate an with syndicated a secure to banks to pledged was Group the by held interest The .)\$746,197,000HK :)restated( .Bayshore to granted facility loan
Investments Debt Maturity-To-Held 21.
| Group and Company |
|||
|---|---|---|---|
| 2012 2011 |
|||
| 000'\$HK | 000'\$HK | ||
| Debt securities at , amortised cost |
— | 33,963 |
average weighted The .overseas listed were 2011 July 31 at as held investments debt maturity-to-held The .annum per 2.0% approximately was investments debt maturity-to-held these of rate interest effective
Cash And Cash And Deposits Time And Balances Bank Pledged 22. Equivalents
| Group | Company | ||||
|---|---|---|---|---|---|
| 2012 | 2011 | 2011 | |||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | ||
| Cash bank and balances |
665,001 | 404,005 | 492,331 | 249,402 | |
| Time deposits |
1,006,141 | 698,391 | 831,815 | 540,182 | |
| 1,671,142 | 1,102,396 | 1,324,146 | 789,584 | ||
| Less Pledged : balances for |
|||||
| bank borrowings : |
|||||
| Bank balances |
(4,849) | (3,772) | (4,849) | (3,772) | |
| Time deposits |
) (101,188 |
95,819) | ) ( (101,188 |
(95,819) | |
| Pledged bank balances |
|||||
| time and deposits |
) (106,037 |
99,591) | ) ( (106,037 |
(99,591) | |
| Cash cash and equivalents |
1,565,105 | 1,002,805 | 1,218,109 | 689,993 |
2012 July 31
Cash And Cash And Deposits Time And Balances Bank Pledged 22. (continued (Equivalents
Vietnamese in denominated Group the of balances bank and cash ,period reporting the of end the At (\$17,596,000HK 2011: (\$18,816,000HK approximately to amounted") RMB ("Renminbi and") VND ("Dong cash denominated RMB/VND of conversion The .respectively ,)\$2,013,000HK 2011: (\$8,918,000HK and of out balances currencies foreign such of remittance the and currencies foreign into balances bank and promulgated control exchange foreign of regulation and rules relevant the to subject are PRC the/Vietnam .concerned authorities government respective the by
are deposits time term Short .rates deposit bank on based rates floating at interest earns banks at Cash ,Group the of requirements cash estimated the on based month one to up periods varying over spread are deposits time and balances Bank .rates deposit time term short respective the at interest earn and .default of history recent no with banks creditworthy with deposited
Paid Deposits 23.
.property investment an of acquisition for paid was \$61,500,000HK of deposit 2012, July 31 At
.venture joint a in interest of acquisition for paid was \$90,000,000HK of deposit 2011, July 31 at As
the ,)Company the of subsidiary owned-wholly a ,"Purchaser "the (Limited Reach Luck 2011, July 12 On vendor a for trustee a and Vendors the for guarantors ,")Vendors "the (vendors three and ,Company :which to pursuant ,")Agreement Acquisition "the (agreement an into entered
- 50% sell to agreed conditionally Vendors the and acquire to agreed conditionally Purchaser the) a( million \$846HK approximately of consideration total a at Value Best in interests loan and equity ;(Agreement Acquisition the of conditions and terms the with accordance in adjustment to subject( and
- loan and equity 10% additional an purchase to Purchaser the to option an granted Vendors the) b( subject (million \$169HK approximately of consideration a for") Option "the (Value Best in interests ,(Agreement Acquisition the of conditions and terms the with accordance in adjustment to .Agreement Acquisition the in stipulated conditions certain to subject Purchaser the by exercisable
which ,properties comprise") Group Value Best "the (subsidiaries its and Value Best of assets principal The erected buildings the with Kong Hong ,Kowloon ,Road Observatory on ground of parcels represent .("Land "the) (Kong Hong ,Kowloon ,Road Observatory 12, and 10 8, 6, 4, 2, .Nos as known now (thereon on complex commercial storey-multi a develop will Group Value Best the that intends currently Group The .Land the
2012 July 31
(continued (Paid Deposits 23.
upon deposit the as solicitors' Vendors the to million \$90HK of amount an paid Group the 2011, July In .Agreement Acquisition the of signing
financial the and Option the of exercise the ,Value Best in interests loan and equity 50% of acquisition The collectively (Land the of redevelopment for Group Value Best the to Group the by provided be to assistance of 14 Chapter under Company the for transaction major a constituted together") Transactions "the as of way by shareholders s'Company the of approval the to subject ,therefore ,are and Rules Listing the the of circular the in out set were Agreement Acquisition the and Transactions the of details Further .poll 2011. October 4 dated Company
the of meeting general extraordinary the at passed duly were Transactions the approving Resolutions November 11 on place took interest 50% of acquisition the of Completion 2011. October 22 on Company 2011.
not was Option the ,fulfilled not were Option the to relation in conditions the that fact the Given .Value Best in interest 50% a holding up ended Group the ,Accordingly .Purchaser the by exercisable
of acquisition for consideration final the ,Agreement Acquisition the of conditions and terms on Based final the of balance remaining The .million \$842HK approximately was interests loan and equity 50% .year the during Vendors the to paid fully was consideration
Sale For Properties Completed 24.
.period reporting the of end the at as cost at carried are sale for properties completed The
Loss Or Profit Through Value Fair At Investments Equity 25.
| Group and Company |
||
|---|---|---|
| 2012 | 2011 | |
| 000'\$HK | 000'\$HK | |
| Equity investments market at :value |
||
| Listed Hong in Kong |
— | 7,707 |
| Listed overseas |
1,648 | 2,451 |
| 1,648 | 10,158 |
.trading for held as classified were period reporting the of end the at as instruments equity above The
2012 July 31
Deposits ,Creditors/Receivables Other And Paid Deposits ,Debtors 26. Accruals And Received
with accordance in operations business different for policies credit various maintains Group The) a( Sales .operate subsidiaries respective the which in conditions market and practices business the of terms the with accordance in settled are properties of sale the from receivable proceeds receivable are properties of leasing the of respect in charges related and Rent .contracts respective accordance in received deposits rental with advance in payable normally are and ,tenants from by settled mainly are charges restaurant and Hotel .agreements tenancy the of terms the with the with accounts credit maintain who clients corporate those for except basis cash on customers .agreements respective the with accordance in is which of settlement the ,subsidiaries respective
reporting the of end the at as ,date due payment on based ,debtors trade the of analysis ageing An :follows as is period
| Group | Company | |||
|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | |
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |
| Trade :debtors |
||||
| yet Not or due |
||||
| than less days 30 due past |
4,881 | 7,252 | 325 | 1,420 |
| 31-60 days due past |
1,282 | 2,143 | 232 | 235 |
| 61-90 days due past |
347 | 385 | 232 | 106 |
| Over days 90 due past |
2,721 | 2,559 | 2,040 | 1,697 |
| 9,231 | 12,339 | 2,829 | 3,458 | |
| Deposits ,paid prepayments |
||||
| and other receivables |
90,363 | 112,488 | 44,390 | 42,238 |
| 99,594 | 124,827 | 47,219 | 45,696 |
:follows as are debtors trade of impairment for provision in Movements
| Group | Company | |||||
|---|---|---|---|---|---|---|
| 2012 000'\$HK |
2011 000'\$HK |
2012 000'\$HK |
2011 000'\$HK |
|||
| At August 1 Impairment losses recognised Amount written off as uncollectible |
206 541 (747) |
1,446 150 (1,390) |
206 510 (716) |
1,446 150 (1,390) |
||
| July 31 At | — | 206 | — | 206 |
2012 July 31
Deposits ,Creditors/Receivables Other And Paid Deposits ,Debtors 26. (continued (Accruals And Received
(continued) (a(
individually for provision a is debtors trade of impairment for provision above the in Included who customers to related debtors trade impaired individually The .debtors trade impaired be to not expected were receivables the of portion a and receivables the of settlement in defaulted .Group the by held deposits rental the account into taking after recovered
customers independent of number a to relate mainly impaired not but due past were that Debtors the of directors the ,experience past on Based .Group the with record track good a have that these of respect in necessary is impairment for provision no that opinion the of are Company are deposits rental and quality credit in change significant a been not has there as balances still are balances the ,accordingly and ,customers its from advance in Group the by received any hold not does Group the ,received deposits rental than Other .recoverable fully considered .balances these over enhancements credit other or collateral
:follows as is period reporting 2011 2012
the of end the at as ,date due payment on based ,creditors trade s'Group the of analysis ageing An) b(
| 000'\$HK | 000'\$HK | |
|---|---|---|
| Trade :creditors |
||
| yet Not or due |
||
| than less days 30 due past |
7,398 | 7,004 |
| 31-60 days due past |
480 | 1,273 |
| 61-90 days due past |
148 | 374 |
| Over days 90 due past |
486 | 481 |
| 8,512 | 9,132 | |
| Deposits received other , payables |
||
| and accruals |
235,091 | 212,967 |
| 243,603 | 222,099 |
.period credit month one with normally bearing-interest-non are creditors trade The
2012 July 31
Borrowings Bank 27.
| Effective | Group | Company | |||||
|---|---|---|---|---|---|---|---|
| annual interest |
2012 | 2011 | 2012 | 2011 | |||
| ) % (rate | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |||
| Current | |||||||
| Bank borrowings — secured |
1.5-3.6 | 1,104,818 | 217,097 | 798,000 | 177,200 | ||
| Non current- |
|||||||
| Bank borrowings — secured |
1.5-3.6 | 1,707,404 | 2,199,440 | 1,336,100 | 1,815,100 | ||
| 2,812,222 | 2,416,537 | 2,134,100 | 1,992,300 | ||||
| Group | Company | ||||||
| 2012 | 2011 | 2012 | 2011 | ||||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | ||||
| Analysed :into |
|||||||
| Bank borrowings repayable : |
|||||||
| Within year one |
1,104,818 | 217,097 | 798,000 | 177,200 | |||
| the In second year |
357,500 | 1,093,814 | 120,000 | 849,000 | |||
| In third the fifth to ,years inclusive |
1,349,904 | 1,105,626 | 1,216,100 | 966,100 | |||
| 2,812,222 | 2,416,537 | 2,134,100 | 1,992,300 |
:by ,alia inter ,secured were period reporting the of end the at as borrowings bank s'Group The
- properties certain ,properties investment certain ,properties hotel s'Group the over charges fixed) i( ;payments lease land prepaid and sale for development under
- ;Group the by held assets certain over charges floating) ii(
- and; Group the of deposits time and balances bank certain over charges) iii(
- .Group the by held subsidiaries certain of shares over charges) iv(
2012 July 31
Tax Deferred 28.
:follows as are year the during) liabilities(/assets tax deferred in movements The
Group
| Revaluation | Accelerated tax Tax |
|||||
|---|---|---|---|---|---|---|
| of investment properties |
depreciation | losses | Others | Total | ||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | ||
| At August 1 as 2010, originally stated of Effect changes in accounting |
(886,648) | (88,440) | 369 | (1,156) | (975,875) | |
| policies (2.2 note ( |
886,648 | — | — | — | 886,648 | |
| At August 1 as 2010, restated |
— | (88,440) | 369 | (1,156) | (89,227) | |
| Deferred tax charged the to consolidated income statement |
||||||
| during year the (11 note ( |
— | (5,568) | 334 | — | (5,234) | |
| July 31 At and 2011 August 1 2011, as restated |
— | (94,008) | 703 | (1,156) | (94,461) | |
| Deferred tax charged the to consolidated income statement |
||||||
| during year the (11 note ( |
— | (6,896) | 477 | — | (6,419) | |
| 31 At 2012 July |
— | (100,904) | 1,180 | (1,156) | (100,880) |
\$1,296HK 2011: (million \$1,284HK approximately of Kong Hong in arising losses tax had Group The in companies the of profits taxable future against offsetting for indefinitely available are that) million future as losses these of respect in recognised been not have assets tax Deferred .arose losses the which .future foreseeable the in losses such utilise to available be not may profit taxable
2012 July 31
(continued (Tax Deferred 28.
Company
| Revaluation of investment |
Accelerated tax |
||
|---|---|---|---|
| properties | depreciation | Total | |
| 000'\$HK | 000'\$HK | 000'\$HK | |
| At August 1 as 2010, originally stated |
(618,021) | (45,462) | (663,483) |
| of Effect change in accounting (policies (2.2 note |
618,021 | — | 618,021 |
| At August 1 as 2010, restated |
— | (45,462) | (45,462) |
| Deferred tax charged the to income |
|||
| statement during year the |
— | (2,516) | (2,516) |
| At July 31 and 2011 August 1 as 2011, restated |
— | (47,978) | (47,978) |
| Deferred tax charged the to income |
|||
| statement during year the |
— | (4,199) | (4,199) |
| At July 31 2012 |
— | (52,177) | (52,177) |
would that taxes for) Nil 2011: (liability tax deferred unrecognised significant no was there 2012, July 31 At Group the as associates and subsidiaries s'Group the of certain of earnings unremitted the on payable be .remitted be amounts such should tax additional to liability no has
2012 July 31
Capital Share 29.
| 2012 | 2011 | ||||
|---|---|---|---|---|---|
| Number of |
Nominal | Number of |
Nominal | ||
| shares | value | shares | value | ||
| 000' | 000'\$HK | ' 000 |
000'\$HK | ||
| Authorised : Ordinary of shares \$0.01HK |
|||||
| 2011:( \$0.01HK each) |
27,000,000 | 270,000 | 17,200,000 | 172,000 | |
| Preference of shares \$1.00HK each |
1,200,000 | 1,200,000 | 1,200,000 | 1,200,000 | |
| 1,470,000 | 1,372,000 | ||||
| Issued fully and :paid Ordinary of shares \$0.01HK |
|||||
| 2011:( \$0.01HK each) |
20,062,893 | 200,629 | 14,162,042 | 141,620 |
on Company the of meeting general extraordinary the at passed resolution ordinary an to Pursuant \$172,000,000HK from increased was Company the of capital share authorised the 2011, September 22 creation the by shares 27,000,000,000 into divided \$270,000,000HK to shares 17,200,000,000 into divided existing the with respects all in passu pari ranking ,each \$0.01HK of shares additional 9,800,000,000 of .Company the of shares
\$0.01HK of shares ordinary 5,900,850,966 of issue rights a completed Company the 2011, December In price subscription a at Company the of held shares twelve every for shares rights five of basis the on each approximately was Issue Rights the from proceeds net The .")Issue Rights "the (share rights per \$0.09HK of \$17,437,000.HK approximately of expenses issue share of deduction after \$513,640,000,HK
:follows as summarised are year the during capital issued s'Company the in Movements
| Number of ordinary shares 000' |
Issued capital 000'\$HK |
Share premium account 000'\$HK |
Total 000'\$HK |
|
|---|---|---|---|---|
| at As August 1 2011 |
14,162,042 | 141,620 | 6,974,701 | 7,116,321 |
| Rights Issue Share issue expenses |
5,900,851 — |
59,009 — |
472,068 (17,437) |
531,077 (17,437) |
| 31 at As 2012 July |
20,062,893 | 200,629 | 7,429,332 | 7,629,961 |
2012 July 31
(continued (Capital Share 29.
24 on held Company the of meeting general extraordinary an at passed resolution special a to Pursuant the 2006, October 17 on granted Kong Hong of Court High the of Order subsequent the and 2006, July The 2006. October 18 on effect took which") Reduction Capital "the (reduction capital a effected Company \$0.49HK of extent the to cancelled was \$0.50HK of shares ordinary issued its of each on capital up-paid ,unissued and issued both ,Company the of shares ordinary the of all of value nominal the and ,share per arisen had \$6,245,561,000HK of credit total A .share per \$0.01HK to share per \$0.50HK from reduced was the to credited was credit total the of \$5,619,000,000HK of amount An .Reduction Capital the of result a as the to credited was \$626,561,000HK of amount remaining the and Company the of losses accumulated .Company the of account premium share
the with connection in Company the by Court High the to given was terms standard in undertaking An date effective the at as creditors s'Company the of benefit the for is undertaking The .Reduction Capital August 1 after or on Company the by receipts any ,undertaking the to Pursuant .Reduction Capital the of :s'Company the of respect in 2005
- of amount aggregate an to up ,")Sign Fortune (".Inc Venture Sign Fortune in investment 50%) 1( ;\$1,556,000,000HK
- or/and; \$2,923,000,000HK of amount aggregate an to up ,Bayshore in investment 10%) 2(
- of amount aggregate an to up ,Limited Enterprises Hotel Furama in investment 100%) 3( \$1,140,000,000HK
of debt any While .Company the of records accounting the in reserve capital special a to credited be shall remains) Reduction Capital the of date effective the (2006 October 18 at as Company the against claim or capital special the ,otherwise agreed not has thereof benefit the to entitled person the and ,outstanding (company listed a remains Company the as long so for (and profits realised as treated be not shall reserve Companies Kong Hong the of C79 Section to pursuant reserve undistributable an as treated be shall .Ordinance
:provisos following the to subject is undertaking The
- same the for applied be may reserve capital special the of credit the to standing amount the) i( by extinguished or reduced be may or applied be may account premium share a as purposes account premium share or capital share issued s'Company the in increase any of aggregate the of capitalisation a upon consideration new other or cash for shares of issue an from resulting the transfer to liberty at be shall Company the and 2006 October 18 after reserves distributable become shall same the and Company the of reserve general the to reduction such any of amount ;distribution for available
- or disposal the after reduced be may reserve capital special the of respect in limit aggregate the) ii( (3) to) 1 (at to referred as (undertaking the of subject the being assets the of any of realisation other is as) any if (amount such less question in asset the for limit individual the of amount the by) above and; realisation or disposal such of result a as reserve capital special the to credited
- limit the exceeds reserve capital special the of credit the to standing amount the that event the in) iii( at be shall Company the ,above) ii (proviso to pursuant limit such of reduction any after ,thereof same the and Company the of reserve general the to excess such of amount the transfer to liberty .distribution for available become shall
2012 July 31
(continued (Capital Share 29.
for provision of reversal the) i (comprised which \$630,400,000,HK of amount aggregate an ,years prior In the to ,Bayshore in interest equity 10% a holds which ,Peakflow in interest s'Company the of impairment in investment s'Company the from income dividend of recognition the) ii (and; \$372,072,000HK of extent of reserve capital special the to losses accumulated from transferred was \$258,328,000,HK of Sign Fortune .Company the
dated agreement placing a into entered Company the ,Reduction Capital the of date effective the After in each \$0.01HK of shares ordinary new 1,416,000,000 of total a which to pursuant 2006 November 17 such With \$504,136,000.HK of proceeds cash net for issued and allotted were Company the of capital the of placing the from resulting account premium share and capital share issued s'Company the in increase capital special from transferred then was \$504,136,000HK of amount aggregate an ,cash for shares new provisos the to pursuant years prior in Company the of) reserve distributable a (reserve general to reserve .above stated as Reduction Capital the with connection in Company the by given undertaking the of
detailed as \$513,640,000HK approximately of proceeds cash net with Issue Rights the of result a As aggregate an by increased was account premium share and capital share issued s'Company the ,above \$126,264,000HK of reserve capital special the of balance remaining entire The \$513,640,000.HK of amount the to pursuant Company the of) reserve distributable a (reserve general the to transferred further was stated as Reduction Capital the with connection in Company the by given undertaking the of provisos .above
\$630,400,000HK was Company the of reserve general the of balance outstanding the 2012, July 31 at As 2011:) reserve capital special the in balance remaining no was There .)\$504,136,000HK 2011:( .(\$126,264,000HK
Scheme Option Share 30.
providing of purpose the for") Scheme Option Share "the (scheme option share a operates Company The ,Group the to contribution be-would or contribution their for participants eligible to rewards or incentives are that resource human attract to and employees calibre-high retain and recruit to Group the enable to including (directors the include Scheme Option Share the of participants Eligible .Group the to valuable ,Group the of consultants or agents ,Group the of employees ,)directors executive-non and executive by issued securities any of holder any or Group the of member any or shareholder the of employee and became and 2006 December 22 on adopted was Scheme Option Share The .Group the of member any 10 for force in remain will ,amended or terminated otherwise unless ,and 2006 December 29 on effective .date latter the from years
outstanding all of exercise upon issued be may which shares s'Company the of number maximum The schemes other any and Scheme Option Share the under exercised be to yet and granted options share to time from issue in shares of number total s'Company the of 30% exceed not must Company the of granted be to options share all of exercise upon issued be may which shares of number total The .time total the of 10% exceed not shall Company the of schemes other any and Scheme Option Share the under the unless Scheme Option Share the adopting of date the at as issue in Company the of shares of number the under limit 10% the refresh to meeting general in shareholders its of approval the seeks Company .Scheme Option Share
2012 July 31
(continued (Scheme Option Share 30.
each to granted options share the of exercise upon issued be to and issued shares of number total The must period month12- any in) options outstanding and exercised both including (participant eligible options share of grant further Any .issue in shares of number total s'Company the of 1% exceed not be must issue in shares s'Company the of number total the of 1% over aggregate in representing .Company the of meeting general in shareholders the by approved separately
,Company the of shareholder substantial or executive chief ,director a to options share of grant Each executive-non independent the by approval to subject be shall ,associates respective their of any to or over aggregate in representing ,associates respective their of any to or ,Company the of director executivenon independent an or shareholder substantial a to options share of grant Any .Company the of directors of price closing the on based (value aggregate an having or issue in Company the of shares the of 0.1% and to up period month12- the in ,million \$5HK of excess in) grant of date the at shares s'Company the .Company the of meeting general in shareholders by approved be must grant such of date the including
and offer of date the from days 28 within accepted be shall options share of grant a of offer The consideration of way by \$1.00HK of Company the of favour in remittance a with made be shall acceptance the of directors the by determinable is granted options share the of period exercise The .grant the for share the of grant of date the from years 10 than more be not shall period such that save Company .options
lower be not shall but ,Company the of directors the by determinable is options share of price exercise The sheet quotations daily the in stated as shares s'Company the of price closing the) i (of highest the than of price closing average the) ii; (day trading a be must which ,grant of date the on Exchange Stock the of days trading five the for sheets quotations daily s'Exchange Stock the in stated as shares s'Company the .share s'Company the of value nominal the) iii (and; grant the of date the preceding immediately
the of meetings general at vote to or dividends to holders the on rights confer not do options Share .Company
2012 July 31
(continued (Scheme Option Share 30.
same the on vested and 2007 July 31 ended year the during granted were options share following The 2011: July 31 ended year the during lapsed were ,day
| Name and category of participant |
Number of share options granted 2007 in and lapsed during the year 31 ended 2011 July |
Date grant of of options |
Exercise of period share options |
Exercise price share of *options \$HK share per |
|---|---|---|---|---|
| Director | ||||
| Shu Lau Julius ,Yan |
15,000,000 | 19/01/2007 | 19/01/2007- | 0.45 |
| 31/12/2010 | ||||
| 15,000,000 | 19/01/2007 | 19/01/2007- | 0.55 | |
| 31/12/2010 | ||||
| 15,000,000 | 19/01/2007 | 19/01/2007- | 0.65 | |
| 31/12/2010 | ||||
| 15,000,000 | 19/01/2007 | 19/01/2007- | 0.75 | |
| 31/12/2010 | ||||
| 60,000,000 |
other or ,issues bonus or rights of case in adjustment to subject is options share the of price exercise The* .capital share s'Company the in changes relevant
outstanding and day same the on vested and year the during granted were options share following The 2012: July 31 at as Scheme Option Share the under exercisable and
| Name and category of participant |
Number of share options granted during year the and outstanding 31 at as 2012 July |
Date grant of of options |
Exercise of period share options |
Exercise price share of *options \$HK share per |
|---|---|---|---|---|
| Director Chew Aun Fook |
200,628,932 | 05/06/2012 | 05/06/2012- 04/06/2022 |
0.112 |
other or ,issues bonus or rights of case in adjustment to subject is options share the of price exercise The* .capital share s'Company the in changes relevant
Group the which of \$9,008,000HK was year the during granted options share the of value fair The .period vesting no was there as year the during expense as amount the recognised
2012 July 31
(continued (Scheme Option Share 30.
of date the at as estimated was year the during granted options share settled-equity of value fair The which upon conditions and terms the account into taking ,Model Pricing Option Binomial the using grant :used model the to inputs the lists table following The .granted were options the
| Dividend (%) yield |
— |
|---|---|
| Expected volatility (%) |
46.012 |
| Historical volatility (%) |
46.012 |
| free-Risk interest (%) rate |
1.024 |
| Expected of life options (years ( |
10 |
| Closing share price per \$HK ( (share |
0.111 |
The .occur may that patterns exercise the of indicative necessarily not is options the of life expected The which ,trends future of indicative is volatility historical the that assumption the reflects volatility expected .outcome actual the be necessarily not also may
.value fair of measurement the into incorporated was granted options the of feature other No
,granted were options other no ,year the during ,options share above the of grant the than Other of date the at As .Scheme Option Share the of terms the with accordance in lapsed or cancelled ,exercised the of each \$0.01HK of shares) 1,416,204,232 2011: (1,805,660,397 ,statements financial these of approval .Scheme Option Share the under issue for available were Company
Reserves 31.
Group) a(
are years prior and current the for therein movements the and reserves s'Group the of amounts The .statements financial the of equity in changes of statement consolidated the in presented
2012 July 31
(continued (Reserves 31.
Company) b(
| Notes | Share premium account 000'\$HK |
Investment revaluation reserve 000'\$HK |
Share option reserve 000'\$HK |
Capital redemption reserve 000'\$HK |
General reserve 000'\$HK |
Special capital reserve 000'\$HK |
Accumulated losses 000'\$HK |
Total 000'\$HK |
|
|---|---|---|---|---|---|---|---|---|---|
| At 2010, August 1 originally as stated |
6,974,701 | — | 6,572 | 1,200,000 | 504,136 | 126,264 | 3,254,793) | 5,556,880 ( | |
| Effect change of accounting in policies |
— | — | — | — | — | — | 618,021 | 618,021 | |
| At 2010, August 1 restated as |
6,974,701 | — | 6,572 | 1,200,000 | 504,136 | 126,264 | 2,636,772) | 6,174,901 ( | |
| Profit (year the for 12 (restated |
— | — | — | — | — | — | 663,201 | 663,201 | |
| Release reserve of of lapse upon |
|||||||||
| options share | 30 | — | — | 6,572) | — ( | — | — | 6,572 | — |
| At 2011 July 31 and 2011 August 1 |
6,974,701 | — | — | 1,200,000 | 504,136 | 126,264 | 1,966,999) | 6,838,102 ( | |
| Profit year the for |
12 | — | — | — | — | — | — | 829,571 | 829,571 |
| Change value fair in available of sale-for- |
|||||||||
| financial assets |
— | 9,673) | — ( | — | — | — | — | (9,673) | |
| Total comprehensive income year the for |
— | 9,673) | — ( | — | — | — | 829,571 | 819,898 | |
| issue Rights | 29 | 472,068 | — | — | — | — | — | — | 472,068 |
| Share expenses issue 29 |
17,437) | — ( | — | — | — | — | — | (17,437) | |
| Transfer reserve of of Recognition |
29 | — | — | — | — | 126,264 | 126,264) | — ( | — |
| based-share payments |
30 | — | — | 9,008 | — | — | — | — | 9,008 |
| At 2012 July 31 |
7,429,332 | 9,673) | 9,008 ( | 1,200,000 | 630,400 | — | 1,137,428) | 8,121,639 ( |
2012 July 31
Commitments Capital 32.
and plant ,property of items of purchase of respect in commitments following the had Group The :period reporting the of end the at statements financial the in for provided not equipment
| Group | Company | ||||
|---|---|---|---|---|---|
| 2012 2011 |
2012 | 2011 | |||
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | ||
| Contracted not but , provided for |
2,453 | 4,168 | 2,453 | 4,168 |
Liabilities Contingent 33.
period reporting the of end the at statements financial the in for provided not liabilities Contingent) a( :follows as are
| Group | Company | |||
|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | |
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |
| Guarantees to given in banks connection with facilities granted and to utilised :by Subsidiaries joint A venture |
— 465,287 |
— 277,979 |
422,604 465,287 |
356,026 277,979 |
| 465,287 | 277,979 | 887,891 | 634,005 |
Majestic and Hotel Majestic in interests 100% of") Transaction "the (disposal the with connection In) b( indirect an ,")Taiwa ("Limited ,Company Investment Land Taiwa by Kong Hong ,Kowloon ,Centre shareholder beneficial 50% other the and ,Company the ,Taiwa ,Group the of associate owned50% the with") Deed Tax "the (deed tax a into entered") Covenantors "the collectively (Taiwa of Centre Majestic and Limited Holding Enterprises Hotel Majestic and ,Transaction the of purchaser 17 on") Companies Holding Properties "the collectively (subsidiaries their and Limited Holding Properties the indemnify to agreed severally Covenantors the ,Deed Tax the to Pursuant 2007. July Hong in authority tax relevant by levied profits on taxation any against Companies Holding maximum a for Transaction the of completion the to prior happened events from resulting Kong is Deed Tax the under Company the of liability maximum the ,such As \$30,000,000.HK of amount .execution its of date the from years 7 of period a for valid is Deed Tax The \$15,000,000.HK
2012 July 31
(continued (Liabilities Contingent 33.
1997 November 12 dated") Deed Indemnity Tax Fung Lai "the (deed indemnity an to Pursuant) c( Lai indemnify to undertaken has Company the ,Fung Lai and Company the between into entered or payable") LAT ("tax appreciation land and tax income PRC potential certain of respect in Fung to attributable interests property the of any of disposal the of consequence in Fung Lai by shared .("Interests Property "the (1997 October 31 at as associates its and subsidiaries its through Fung Lai the to applicable is tax such as far so in apply Company the by given indemnities tax These Chesterton by thereon valuation the in Interests Property the of value the) i (between difference ,surveyors chartered independent ,")Limited Petty Frank Knight "as known currently (Limited Petty Interests Property such of costs aggregate the) ii (and"); Valuation "the (1997 October 31 at as land unpaid ,costs land unpaid of amount the with together 1997, October 31 to up incurred deductible other and utilities public and demolition ,resettlement of costs unpaid and premium the that assumes Deed Indemnity Tax Fung Lai The .Interests Property the of respect in costs by computed ,Valuation the in them to attributed values the at of disposed are Interests Property of time the at prevailing LAT and tax income PRC governing legislation and rates the to reference .Valuation the
Fung Lai by acquired properties new) i (cover not do Company the by given indemnities The any) ii"); (Listing "the (Exchange Stock the on Fung Lai of shares the of listing the to subsequent legislation the to changes or rates tax in increase an to due arises which tax relevant the in increase deferred for provision that extent the to claim any) iii (and; Listing the of time the at prevailing asset tangible net adjusted the of calculation the in made been has surplus revaluation the on tax 1997. November 18 dated prospectus s'Fung Lai in out set as Fung Lai of value
which 2012 July 31 at as Fung Lai by held currently Interests Property the account into taking After legislation and rates tax prevailing the and Deed Indemnity Tax Fung Lai the under covered are is Company the by given indemnity tax of amount total the ,LAT and tax income PRC governing .(\$1,336,996,000HK 2011: (\$1,345,265,000HK be to estimated
prevailing the account into taking after ,Company the of directors the 2012, July 31 at As property individual various the of status and plan development latest the and situation market and rates tax prevailing the and Interests Property the in included as projects development estimated an that probable is it considered ,LAT and tax income PRC governing legislation given indemnity tax abovementioned the of) \$518,570,000HK 2011: (\$347,135,000HK of amount of indemnity tax for provision of reversal a ,Therefore .crystallised be would Company the by recognised was) \$48,379,000HK of indemnity tax for provision additional an 2011: (\$171,435,000HK 2012. July 31 ended year the for statement income the in
2012 July 31
Arrangements Lease Operating 34.
lessor As) a(
with ,arrangements lease operating under) 16 note (properties investment its leases Group The also generally leases the of terms The .years three to one from ranging terms for negotiated leases according adjustments rental periodic for provide and deposits security pay to tenants the require .conditions market prevailing then the to
lease minimum future total had Company the and Group the ,period reporting the of end the At :follows as due falling tenants its with leases operating cancellable-non under receivables
| Group | Company | |||
|---|---|---|---|---|
| 2012 000'\$HK |
2011 000'\$HK |
2012 000'\$HK |
2011 000'\$HK |
|
| Within year one the In second fifth to ,years |
284,463 | 249,374 | 197,843 | 156,362 |
| inclusive | 218,552 | 176,487 | 146,665 | 119,462 |
| 503,015 | 425,861 | 344,508 | 275,824 |
lessee As) b(
lease original an with ,arrangements lease operating under properties certain leases Group The .years six of expiry upon leases the terminate to option with years twelve of term
lease minimum future total had Company the and Group the ,period reporting the of end the At :follows as due falling leases operating cancellable-non under payments
| Group | Company | |||
|---|---|---|---|---|
| 2012 000'\$HK |
2011 000'\$HK |
2012 000'\$HK |
2011 000'\$HK |
|
| Within year one the In second fifth to ,years |
27,953 | 26,494 | 20,330 | 20,330 |
| inclusive | 20,553 | 45,353 | 17,223 | 37,553 |
| 48,506 | 71,847 | 37,553 | 57,883 |
2012 July 31
Category By Instruments Financial 35.
reporting the of end the at as instruments financial of categories the of each of amounts carrying The :follows as are period
Group 2012
assets Financial
| Financial assets fair at value through profit loss or 000'\$HK |
Loans and receivables 000'\$HK |
Available sale-for financial assets 000'\$HK |
Total 000'\$HK |
|
|---|---|---|---|---|
| Available sale-for- financial assets |
— | — | 1,185,810 | 1,185,810 |
| Amounts from due associates |
— | 101,711 | — | 101,711 |
| Amounts from due joint ventures |
— | 731,111 | — | 731,111 |
| Trade debtors and other receivables |
— | 25,998 | — | 25,998 |
| Equity investments fair at |
||||
| value through profit loss or |
1,648 | — | — | 1,648 |
| Pledged bank balances |
||||
| time and deposits |
— | 106,037 | — | 106,037 |
| Cash cash and equivalents |
— | 1,565,105 | — | 1,565,105 |
| 1,648 | 2,529,962 | 1,185,810 | 3,717,420 |
liabilities Financial
| Financial liabilities at amortised cost 000'\$HK |
|
|---|---|
| Amounts to due associates |
20,799 |
| Trade creditors other , payables and accruals |
145,816 |
| Bank borrowings |
2,812,222 |
| 2,978,837 |
2012 July 31
(continued (Category By Instruments Financial 35.
| 2011 | Group |
|---|---|
assets Financial
| Financial | Available - |
to-Held |
|||
|---|---|---|---|---|---|
| assets fair at value through |
Loans and |
sale-for financial |
maturity debt |
||
| profit loss or 000'\$HK |
receivables 000'\$HK |
assets 000'\$HK |
investments 000'\$HK |
Total 000'\$HK |
|
| Available sale-for- |
|||||
| financial (assets (restated |
— | — | 1,035,937 | — | 1,035,937 |
| to-Held maturity- debt investments |
— | — | — | 33,963 | 33,963 |
| Amounts from due associates |
|||||
| (restated( | — | 93,903 | — | — | 93,903 |
| Amounts from due joint |
|||||
| ventures ( (restated |
— | 675,246 | — | — | 675,246 |
| Trade debtors and other receivables |
— | 68,855 | — | — | 68,855 |
| Equity investments fair at |
|||||
| value through profit loss or |
10,158 | — | — | — | 10,158 |
| Pledged bank balances |
|||||
| time and deposits |
— | 99,591 | — | — | 99,591 |
| Cash cash and equivalents |
— | 1,002,805 | — | — | 1,002,805 |
| 10,158 | 1,940,400 | 1,035,937 | 33,963 | 3,020,458 | |
liabilities Financial
| Financial | |
|---|---|
| liabilities at |
|
| amortised cost |
|
| 000'\$HK | |
| Amounts to due associates |
15,854 |
| Trade creditors other , payables and accruals |
123,844 |
| Bank borrowings |
2,416,537 |
| 2,556,235 |
2012 July 31
(continued (Category By Instruments Financial 35.
assets Financial
| Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2012 | 2011 | ||||||||
| Financial at assets value fair through profit loss or 000'\$HK |
and Loans receivables 000'\$HK |
-Available sale-for financial assets 000'\$HK |
Total 000'\$HK |
Financial at assets value fair through profit loss or 000'\$HK |
and Loans receivables 000'\$HK |
Available sale-for financial assets 000'\$HK |
to-Held - maturity debt investments 000'\$HK |
Total 000'\$HK |
|
| Amounts from due subsidiaries |
— | 4,912,951 | — | 4,912,951 | — | 4,397,596 | — | — | 4,397,596 |
| Amounts from due associates (restated ( |
— | 8,108 | — | 8,108 | — | 8,080 | — | — | 8,080 |
| Amounts from due ventures joint (restated ( |
— | 393,522 | — | 393,522 | — | 393,547 | — | — | 393,547 |
| Available sale-for- assets financial |
— | — | 40,348 | 40,348 | — | — | 101 | — | 101 |
| Held maturity-to- debt investments |
— | — | — | — | — | — | — | 33,963 | 33,963 |
| debtors Trade other and receivables |
— | 5,814 | — | 5,814 | — | 7,063 | — | — | 7,063 |
| Equity at investments fair through value |
|||||||||
| loss or profit Pledged balances bank |
1,648 | — | — | 1,648 | 10,158 | — | — | — | 10,158 |
| and deposits time |
— | 106,037 | — | 106,037 | — | 99,591 | — | — | 99,591 |
| cash and Cash equivalents |
— | 1,218,109 | — | 1,218,109 | — | 689,993 | — | — | 689,993 |
| 1,648 | 6,644,541 | 40,348 | 6,686,537 | 10,158 | 5,595,870 | 101 | 33,963 | 5,640,092 |
liabilities Financial
| Company | ||||
|---|---|---|---|---|
| 2012 2011 |
||||
| Financial | Financial | |||
| liabilities at |
liabilities at |
|||
| amortised cost |
amortised cost |
|||
| 000'\$HK | 000'\$HK | |||
| Amounts to due subsidiaries |
1,193,546 | 980,062 | ||
| Amounts to due associates |
16,303 | 11,503 | ||
| Trade creditors other , payables and accruals |
37,453 | 35,881 | ||
| Bank borrowings |
2,134,100 | 1,992,300 | ||
| 3,381,402 | 3,019,746 |
the and Group the of cost amortised at liabilities financial and assets financial all of amounts carrying The .values fair their to approximate Company
2012 July 31
Hierarchy Value Fair 36.
financial of values fair the disclosing and determining for hierarchy following the uses Group The :instruments
- assets identical for markets active in) unadjusted (prices quoted on based measured values fair 1: Level liabilities or
- significant a have which inputs all which for techniques valuation on based measured values fair 2: Level indirectly or directly either ,observable are value fair recorded the on effect
- have which inputs any which for techniques valuation on based measured values fair 3: Level data market observable on based not are value fair recorded the on effect significant a (inputs unobservable(
:value fair at measured Assets
Group
| 1 Level 000'\$HK |
2 Level 000'\$HK |
3 Level 000'\$HK |
Total 000'\$HK |
|
|---|---|---|---|---|
| at As July 31 2012 |
||||
| Available sale-for- financial ,assets at value fair (20 note ( |
— | 1,171,357 | — | 1,171,357 |
| Equity investments at value fair through profit loss or (25 note ( |
1,648 | — | — | 1,648 |
| 1,648 | 1,171,357 | — | 1,173,005 | |
| 31 at As 2011 July |
||||
| Available sale-for- financial ,assets |
||||
| at value fair restated ( ) ( (20 note Equity investments at value fair |
— | 1,020,614 | — | 1,020,614 |
| through profit loss or (25 note ( |
10,158 | — | — | 10,158 |
| 10,158 | 1,020,614 | — | 1,030,772 |
2012 July 31
(continued (Hierarchy Value Fair 36.
Company
| 1 Level 000'\$HK |
2 Level 000'\$HK |
3 Level 000'\$HK |
Total 000'\$HK |
|---|---|---|---|
| — | 40,247 | — | 40,247 |
| 1,648 | — | — | 1,648 |
| 1,648 | 40,247 | — | 41,895 |
| 10,158 | — | — | 10,158 |
no and 2 Level and 1 Level between measurements value fair of transfers no were there ,year the During .(Nil 2011: (3 Level of out or into transfers
Policies And Objectives Management Risk Financial 37.
The .equivalents cash and cash and deposits time and balances bank pledged ,assets financial sale-foravailable ,investments debt maturity-to-held comprise Group the by held assets financial principal The and types the determine ,requirements cashflow projected s'Group the on base would management the for fundings of level appropriate maintaining to view a with instruments financial these of levels s'Group The .instruments financial these from generated returns the enhancing to and operations s'Group such of levels and types various procure will Group The .borrowings bank are liabilities financial principal cope to and operations daily s'Group the for fundings sufficient maintain to order in liabilities financial In .projects investment or sale for development under properties various for incurred expenditures with which creditors and debtors as such liabilities and assets financial other various has Group the ,addition .operations daily its from directly arise
2012 July 31
(continued (Policies And Objectives Management Risk Financial 37.
,risk currency foreign ,risks rate interest are instruments financial s'Group the from arising risks main The and analyse to periodically meets Company the of management The .risk price equity and risk credit adopted has Group the ,Generally .risks these to exposure s'Group the manage to measures formulate derivatives any used not has Group the and management risk its on strategies conservative relatively derivative issue or hold not does Group The .year the during purposes hedging for instruments other and each managing for policies determine and review directors The .purposes trading for instruments financial :follows as summarised are they and risks these of
risks rate interest flow cash and value Fair) i(
of because fluctuates instrument financial a of value the that risk the is risk rate interest value Fair of flows cash future the that risk the is risk rate interest flow Cash .rates interest market in changes exposed is Group The .rates interest market in changes of because fluctuate instrument financial a changes for risk market to exposure s'Group The .risks rate interest flow cash and value fair both to and cash ,deposits time and balances bank pledged s'Group the to primarily relates rates interest in .rate interest floating a with borrowings bank and equivalents cash
.fluctuations rate interest to exposure its hedge to seek to intend not does Group the ,present At and ,profile risk rate interest its and situation economic the reviews constantly Group the ,However .necessary be may as future in measures hedging appropriate consider will
,rates interest in change possible reasonably a to sensitivity the demonstrates table following The loss or profit s'Group the of ,tax on impact any before and constant held variables other all with cash and cash ,deposits time and balances bank pledged rate floating on impact the through( .equity s'Company the and s'Group the and) borrowings bank and equivalents
| Increase in interest in (rate percentage ) |
Group Decrease profit in 000'\$HK |
Decrease equity in 000'\$HK |
Company Increase in interest in (rate percentage ) |
Decrease equity in 000'\$HK |
|
|---|---|---|---|---|---|
| 2012 | 0.5% | 5,705 | 5,705 | 0.5% | 4,050 |
| 2011 | 0.5% | 6,571 | 6,571 | 0.5% | 6,014 |
risk currency Foreign) ii(
of because fluctuates instrument financial a of value the that risk the is risk currency Foreign .rates exchange foreign in changes
or \$HK in denominated principally are transactions and liabilities and assets major s'Group The the in movements significant any expect not does Group the \$,US against pegged is \$HK As \$.US .future foreseeable the in rate exchange
2012 July 31
(continued (Policies And Objectives Management Risk Financial 37.
(continued (risk currency Foreign) ii(
liabilities and assets the with Kingdom United the in investment an made had Group The borrowings bank by financed partly was investment The .Sterling Pounds in denominated The .exposure exchange foreign net the minimise to order in Sterling Pounds in denominated only which) million \$86HK 2011: (million \$124HK approximately to amounted investment net July 31 at as Group the of assets net consolidated the of portion insignificant an for accounted Group the of liabilities and assets monetary remaining the ,abovementioned the than Other 2012. s'Group the with compared as insignificant also were which VND and RMB in denominated were foreign the for hedge to employed were instruments hedging No .liabilities and assets total .exposure exchange
risk Credit) iii(
note in described as operations business different for policies credit various maintains Group The the and basis ongoing an on monitored closely being are balances debtors trade ,addition In 26. .significant not is debts bad to exposure s'Group
by assigned ratings-credit grade investment with corporates and institutions financial are partiescounter the of most because limited is investments debt maturity-to-held on risk credit The .agencies rating-credit international
,receivables other and debtors trade comprise which ,assets financial s'Group the of risk credit The cash ,deposits time and balances bank pledged ,ventures joint and associates from due amounts ,counterparty the of default from arises ,assets financial sale-for-available and equivalents cash and .instruments these of amounts carrying the to equal exposure maximum a with
risk price Equity) iv(
in changes of result a as decrease securities equity of values fair the that risk the is risk price Equity equity to exposed is Group The .securities individual of value the and indices equity of levels the value fair at investments equity as classified investments equity individual from arising risk price the on listed are investments listed s'Group The 2012. July 31 at as) 25 note (loss or profit through .period reporting the of end the at prices market quoted at valued are and Exchange Stock
equity the of value fair the in increase 5% every to sensitivity the demonstrates table following The s'Group the of ,tax on impact any before and constant held variables other all with ,investments .period reporting the of end the at amounts carrying their on based equity and profit
| Increase profit in and increase equity in |
|||
|---|---|---|---|
| 2012 2011 |
|||
| 000'\$HK | 000'\$HK | ||
| Investments :in listed |
|||
| Hong — Kong for-Held trading- |
82 | 508 |
2012 July 31
(continued (Policies And Objectives Management Risk Financial 37.
risk Liquidity) v(
associated commitments meet to available are funds adequate ensure to is objective s'Group The ongoing an on monitored closely are flows Cash .liabilities financial and expenditure capital its with .basis
the of end the at as liabilities financial s'Company the and s'Group the of profile maturity The :follows as is ,payments undiscounted contractual the on based ,period reporting
Group
2012
| Less than 3 months 000'\$HK |
to 3 12 months 000'\$HK |
to 1 years 5 000'\$HK |
fixed No repayment term 000'\$HK |
Total 000'\$HK |
|
|---|---|---|---|---|---|
| Amounts to due associates Trade creditors other , |
— | — | — | 20,799 | 20,799 |
| payables and accruals |
145,816 | — | — | — | 145,816 |
| Bank borrowings |
54,337 | 1,097,988 | 1,793,087 | — | 2,945,412 |
| 200,153 | 1,097,988 | 1,793,087 | 20,799 | 3,112,027 |
| fixed No | |||||
|---|---|---|---|---|---|
| than Less | to 3 | repayment | |||
| months 3 | 12 months |
1 years 5 to |
term | Total | |
| 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | 000'\$HK | |
| Amounts to due associates |
— | — | — | 15,854 | 15,854 |
| Trade creditors other , |
|||||
| payables and accruals |
123,844 | — | — | — | 123,844 |
| Bank borrowings |
29,312 | 227,709 | 2,285,147 | — | 2,542,168 |
| 153,156 | 227,709 | 2,285,147 | 15,854 | 2,681,866 |
2012 July 31
(continued (Policies And Objectives Management Risk Financial 37.
(continued (risk Liquidity) v(
Company
2012
| Less than 3 months 000'\$HK |
to 3 12 months 000'\$HK |
to 1 years 5 000'\$HK |
fixed No repayment term 000'\$HK |
Total 000'\$HK |
|
|---|---|---|---|---|---|
| Amounts to due subsidiaries |
— | — | — | 1,193,546 | 1,193,546 |
| Amounts to due associates |
— | — | — | 16,303 | 16,303 |
| Trade creditors other , |
|||||
| payables and accruals |
— | — | — | 37,453 | 37,453 |
| Bank borrowings |
50,962 | 780,554 | 1,410,144 | — | 2,241,660 |
| 50,962 | 780,554 | 1,410,144 | 1,247,302 | 3,488,962 |
2011
| than Less months 3 000'\$HK |
to 3 12 months 000'\$HK |
1 years 5 to 000'\$HK |
fixed No repayment term 000'\$HK |
Total 000'\$HK |
|
|---|---|---|---|---|---|
| Amounts to due subsidiaries |
— | — | — | 980,062 | 980,062 |
| Amounts to due associates |
— | — | — | 11,503 | 11,503 |
| Trade creditors other , |
|||||
| payables and accruals |
35,881 | — | — | — | 35,881 |
| Bank borrowings |
26,779 | 182,289 | 1,885,204 | — | 2,094,272 |
| 62,660 | 182,289 | 1,885,204 | 991,565 | 3,121,718 |
ventures joint in interests with associated Risks) vi(
facilities for banks to given guarantees the to relation in liabilities contingent s'Group the of Details .(a(33 note in described are venture joint a by utilised and to granted
2012 July 31
(continued (Policies And Objectives Management Risk Financial 37.
management Capital) vii(
continue to able be will Group the in entities that ensure to structure capital its manages Group The setting the through stakeholders to return the maximising while concern going a as operate to strategy overall s'Group The .structure capital equity and debt optimal an of maintenance and up .year prior the of that from unchanged remains
to attributable equity and borrowings bank mainly of consists Group the of structure capital The .reserves and capital share issued comprising ,Company the of holders equity ordinary
into take will They .regularly structure capital the review Company the of directors The in prevailing capital of class each with associated risks the and capital of cost the consideration overall its balance will Group the ,directors the of recommendation the on Based .market the of maintenance as well as exercises raising fund equity of types various through structure capital .debts of level and types appropriate
total by divided debt net is which ratio gearing a ,alias inter ,using capital monitors Group The pledged less ,borrowings bank includes debt Net .)equity total by divided debt net 2011: (equity equity represented equity Total .equivalents cash and cash and deposits time and balances bank as is period reporting the of end the at as ratio gearing The .Company the of owners to attributable :follows
| 2012 | 2011 | |
|---|---|---|
| 000'\$HK | 000'\$HK | |
| ( (Restated |
||
| Bank borrowings |
2,812,222 | 2,416,537 |
| :Less Pledged bank balances time and deposits |
) (106,037 |
(99,591) |
| Cash cash and equivalents |
) 1,565,105 |
) ( 1,002,805 ( |
| debt Net | 1,141,080 | 1,314,141 |
| Equity attributable to ordinary equity holders the of Company |
16,357,585 | 13,463,822 |
| Gearing ratio |
7% | 10% |
Statements Financial The Of Approval 38.
October 30 on Directors of Board the by issue for authorised and approved were statements financial The 2012.
Meeting General Annual of Notice
("Members "the (members the of") AGM "the (Meeting General Annual the THAT GIVEN HEREBY IS NOTICE The ,Floor rd3 ,II Room Gloucester at held be will") Company "the (Limited Company Development Sun Lai of 11:00 at 2012 December 18 ,Tuesday on Kong Hong ,Bay Causeway ,Road Gloucester 281 ,Kong Hong ,Excelsior :purposes following the for .m.a
- 2012 July 31 ended year the for Company the of statements financial audited the adopt and consider To 1. ;thereon auditors independent the and directors the of reports the and") Year "the(
- and Director retiring another elect-re and") Directors "the (Company the of directors retiring two elect To 2. ;remuneration' Directors the fix to") Board "the (Directors of board the authorise to
- the as ,")Young & Ernst ("Kong Hong of Accountants Public Certified ,Young & Ernst appoint-re To 3. and; remuneration their fix to Board the authorise to and Company the of auditors independent
- following the ,amendments without or with pass ,fit thought if ,and consider to ,businesses special As 4. :Resolutions Ordinary as resolutions
(A (Resolution Ordinary
:THAT"
- Period Relevant the during Directors the by exercise the ,Resolution this of) c (paragraph to subject) a( additional with deal and allot ,issue to Company the of powers the all of) defined hereinafter as( ,warrants including (options and agreements ,offers grant or make to and Company the in shares exchangeable are or for subscribe to rights carry which securities any and notes ,debentures ,bonds such of exercise the require might or would which) Company the in shares into convertible or ;approved unconditionally and generally hereby is and be power
- Relevant the during Directors the authorise shall Resolution this of) a (paragraph in approval the) b( ,debentures ,bonds ,warrants including (options and agreements ,offers grant or make to Period into convertible or exchangeable are or for subscribe to rights carry which securities any and notes of end the after power such of exercise the require might or would which) Company the in shares ;Period Relevant the
- or conditionally agreed or allotted capital share the of amount nominal aggregate the) c( the by issued and) otherwise or option an to pursuant whether (allotted be to unconditionally :to pursuant than otherwise ,Resolution this of) a (paragraph in approval the to pursuant Directors
- or); defined hereinafter as (Issue Rights a) i(
- or exchange ,subscription of rights of exercise the upon Company the in shares of issue an) ii( ,debentures ,bonds ,warrants including (options the of any of terms the under conversion or exchangeable are or for subscribe to rights carry which securities any and notes or); Company the in shares into convertible
- arrangement similar or scheme option or award any under Company the in shares of issue an) iii( in shares of arrangement or scheme such under participants eligible to issue or grant the for ,Company the in shares acquire to rights or Company the
Company the of capital share issued the of amount nominal aggregate the of 20% exceed not shall and; accordingly limited be shall approval said the and ,Resolution this passing of date the at as
:Resolution this of purposes the for) d(
is whichever until Resolution this of passing of date the from period the means" Period Relevant" :of earliest the
- ;Company the of Meeting General Annual next the of conclusion the) i(
- ordinary an by Resolution this under given authority the of variation or revocation the) ii( or; meeting general in Company the of Members the of resolution
- Company the of Meeting General Annual next the which within period the of expiration the) iii( and; held be to Company the of Association of Articles the or law by required is
Directors the by fixed period a for open Company the in shares of offer an means" Issue Rights" a on Company the of Members of Register the on appear names whose ,shares of holders the to such to subject (date that at as shares such of holdings then their to proportion in date record fixed to relation in expedient or necessary deem may Directors the as arrangements other or exclusions the or ,of laws the under obligations or restrictions any to regard having or entitlements fractional applicable territory any ,in exchange stock any or body regulatory recognised any of requirements ".(Company the to
(B (Resolution Ordinary
:THAT"
divided \$270,000,000.00HK from increased hereby is and be Company the of capital share authorised the into divided \$380,000,000.00HK to") Shares ("each \$0.01HK of shares ordinary 27,000,000,000 into shall Shares such that and Shares 11,000,000,000 additional an of creation the by Shares 38,000,000,000 the or Director one any THAT and Company the in Shares existing the with respects all in passu pari rank to Company the of behalf on and for authorised hereby is and be Company the of Secretary Company deemed things or deeds ,acts such all do to and agreements and instruments ,documents such all execute for and in contemplated matters the with connection in or to ancillary ,to incidental be to Director the by ".Company the of capital share authorised the of increase above the of completion
Board the of Order By Limited Company Development Sun Lai Man Siu Kwok Secretary Company
2012 November 19 ,Kong Hong
Meeting General Annual of Notice
:Notes
- is) meeting adjourned its or") (Notice "the (notice above the by convened AGM the at vote and attend to entitled Member A 1. /his on vote ,poll a on ,and attend to proxy) one than more ,shares more or two holds it/she/he if or (one appoint to entitled need proxy A .")Association of Articles "the (Company the of Association of Articles the with accordance in behalf its/her .Member a be not
- .Notice this with enclosed is AGM the at use for proxy of form A 2.
- a or ,signed is it which under) any if (authority other or attorney of power the with together ,proxy of form a ,valid be To 3. Tengis Tricor ,registrars share s'Company the with lodged be must ,authority or power such of copy certified notarially hours 48 than less not ,Kong Hong ,Wanchai ,East Road s'Queen 28 ,Centre Tesbury ,Floor th26 at ,")Registrars "the (Limited of form the ,default in and) be may case the as (meeting adjourned its or AGM the holding for appointed time the before attending from Members preclude not shall proxy of form the of return and Completion .valid as treated be not shall proxy shall proxy of) s(form said the ,case such In .wish so they should meeting adjourned its at or AGM the at voting and person in .revoked be to deemed be
1333. 2980 (852) is Registrars the of number phone contact The
- and) s(document transfer relevant the lodge must Members ,AGM the at vote and attend to entitlements the ascertain To 4. .registration for 2012 December 13 ,Thursday on .m.p 4:30 than later not Registrars the of office the at) s(certificate share
- of one any ,")Share "the (Company the in each \$0.01HK of share ordinary any of holders registered joint are there Where 5. by or personally either ,)be may case the as (meeting adjourned its or AGM the at vote and attend may holders joint such are holders joint such of one than more if but; thereto entitled solely were it/she/he if as Share such of respect in ,proxy present so holders such of one that ,proxy by or personally) be may case the as (meeting adjourned its or AGM the at present vote to entitled be alone shall Share such of respect in Company the of Members of Register the in first stands name whose .thereof respect in
- ,Notice this of 2 item agenda Concerning 6.
- the by appointed") (Chew .A.F .Mr ("Aun Fook Chew .Mr ,Association of Articles the of 93 Article with accordance in) i( Lester ,Yin Hau Lam .Mr and) 2012 June 5 from effect with Chairman Deputy the and Director executive an as Board the at Directors as retire will) 2012 November 1 from effect with Director executive an as Board the by appointed( ;election for themselves offer ,eligible being ,and AGM
- executive an") (Lam Peter .Dr ("Peter ,Ngok Kin Lam .Dr ,Association of Articles the of 102 Article with accordance in) ii( himself offers he ,eligible Being .AGM the at rotation by Director as office from retire will) Chairman the and Director ;election-re for
- Kong Hong of Exchange Stock The on Securities of Listing the Governing Rules the of 13.74 Rule with accordance in) iii( Peter .Dr and Chew .A.F .Mr of particulars the ,)respectively ,"Rules Listing "the and" Exchange Stock "the (Limited Year the for Company the of Report Annual the of section" Directors of Details Biographical "the in out set are Lam :below summarised are Lester ,Yin Hau Lam .Mr of particulars the while
executive the of member a and Director executive an appointed was 31, aged ,")Lam .Mr ("Lester ,Yin Hau Lam .Mr of director executive an appointed also was He 2012. November 1 from effect with Company the of committee and director executive an currently is Lam .Mr .date same the from effect with") eSun ("Limited Holdings eSun Garment Sun Lai of director executive an and") Fung Lai ("Limited Holdings Fung Lai of officer executive chief controlling the is turn in which Company the of company holding ultimate the is LSG .")LSG ("Limited) International( Lai and eSun ,LSG of shares issued The .Fung Lai of company holding ultimate the is eSun while ,eSun of shareholder .Exchange Stock the of Board Main the on traded and listed are Fung
,Boston ,University Northeastern the from degree Administration Business in Science of Bachelor a holds Lam .Mr working acquired has and 2004 January in president vice a as Company the joined He .America of States United the environmental ,operations hotel ,investment securities in engaged companies various in 1999 since experience of meaning the within ,interested is Lam .Mr .investment and development property and entertainment ,products shares 2,794,443 and LSG of shares 60,623,968 in Kong Hong of Ordinance Futures and Securities the of XV Part .respectively ,eSun and LSG of capital share issued the of 0.22% and 3.75% approximately representing ,eSun of a ,Ming Kin Lam .Dr of nephew a ,Chairman the and Director executive an ,Lam Peter .Dr of son a is Lam .Mr the from Apart .Director executive-non another ,Chu Po U Madam of grandson a and Director executive-non or substantial or ,management senior ,Directors any with relationship any have not does Lam .Mr ,aforesaid .Company the of shareholders controlling
determinable is contract such but term fixed no with contract service a into entered have Lam .Mr and Company The in payment or notice written' months 3 than less not party other the serving Lam .Mr or Company the either by by determined be to bonus discretionary a and \$112,320HK of salary monthly a receive will Lam .Mr .thereof lieu the as well as responsibilities and duties ,performance his ,Company the of results the to reference with Board the his since years three every once rotation by office from retirement to subject be will He .conditions market prevailing the with accordance in ,Company the of AGMs future at election-re for eligible be will and AGM the at election last .Association of Articles the of provisions
Articles the of 93 Article with accordance in AGM forthcoming the at Director a as election his of purpose the For the of shareholders the of attention the to brought be to need which matters other no are there ,Association of Rule under requirements the of any to pursuant disclosed be to needs which information no is there and ,Company .Rules Listing the of) v (to) h) (2(13.51
- that recommended has) Committee Audit the with concurs which (Board the ,Notice this of 3 item agenda Concerning 7. Company the of auditors independent appointed-re be will Young & Ernst ,AGM the at Members of approval the to subject remuneration' auditors independent ,practice in that note should Members .")2013 Year ("2013 July 31 ending year the for the of extent and scope the to reference by varies remuneration such because AGM the at fixed be cannot 2013 Year for enable To .year given any in undertake to upon called being are auditors independent the which works other and audit 2013, Year for expenses operating as remuneration' auditors independent such of amount the charge to Company the is 2013 Year for remuneration' auditors independent the fix to Board the to authority the delegate to approval' Members .AGM the at ,sought hereby is and ,required
- to mandate general a of granting the to relates Notice this of 4 item agenda under) A (Resolution Ordinary proposed The 8. capital share issued the of amount nominal aggregate the of 20% of maximum a to up of Shares new issue to Directors the Shares new any issue to plan immediate no has Company The .Resolution said the passing of date the at as Company the of .mandate general the under
authorised the of increase proposed the to relates Notice this of 4 item agenda under) B (Resolution Ordinary proposed The future accommodate and flexibility greater provide to proposed been has increase The .Company the of capital share .Shares new such issue and allot to intention present no have Directors The .Company the of growth
- way by decided be will Notice this in proposed resolutions all on voting ,Rules Listing the of) 4(13.39 Rule with compliance In 9. .poll a of
- expected is signal warning rainstorm black a or hoisted be to expected is above or 8 .No signal warning cyclone tropical a If 10. Members and postponed be will AGM the ,AGM the of date the on .m.p 5:00 and .m.a 9:00 between time any at force in be to respective the on posted ,notice supplementary a by AGM postponed the of venue and time ,date the of informed be will .Limited Clearing and Exchanges Kong Hong and Company the of websites
on .m.a 9:00 before or at cancelled is signal warning rainstorm black a or above or 8 .No signal warning cyclone tropical a If .scheduled as held be will AGM the ,permit conditions where and AGM the of date the
.force in is signal warning rainstorm red or amber an when scheduled as held be will AGM The
weather bad a under AGM the attend would they whether decide should Members ,situations own their considering After .caution and care exercise to advised are they ,so do they if and condition